AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1996
REGISTRATION NO. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRAND PREMIER FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4077455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
486 WEST LIBERTY STREET
WAUCONDA, ILLINOIS 60084-2489
(Address of principal executive offices, including zip code)
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
(Full title of the plan)
DAVID L. MURRAY
SENIOR EXECUTIVE VICE PRESIDENT
GRAND PREMIER FINANCIAL, INC.
486 WEST LIBERTY STREET
WAUCONDA, ILLINOIS 60084-2489
(Name and address of agent for service)
(847) 487-1818
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
GARY L. MOWDER THOMAS F. KARABA
SCHIFF HARDIN & WAITE CROWLEY BARRETT & KARABA, LTD.
7200 SEARS TOWER 20 SOUTH CLARK STREET, SUITE 2310
CHICAGO, ILLINOIS 60606 CHICAGO, ILLINOIS 60603
(312) 258-5514 (312) 726-2468
*---------------------------------*
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering price aggregate Amount of
registered (1) per share offering price registration fee
(2) (2) (2)
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share, 75,000 $11.69 $876,750 $302.33
including associated Preferred Stock
Purchase Rights
Interests in the Plan (3) (3) (3) (3)
</TABLE>
(1) NO MAXIMUM NUMBER OF SHARES ARE ISSUABLE UNDER THE PLAN.
(2) ESTIMATED ON THE BASIS OF $11.69 PER SHARE, THE AVERAGE OF THE HIGH AND
LOW SALES PRICES AS QUOTED ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET ON
SEPTEMBER 5, 1996, PURSUANT TO RULE 457(H) AND 457(C).
(3) IN ADDITION, PURSUANT TO RULE 416(C) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO
BE OFFERED OR SOLD PURSUANT TO THE PLAN DESCRIBED HEREIN FOR WHICH NO
SEPARATE FEE IS REQUIRED.PAGE
<PAGE> PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Grand
Premier Financial, Inc. (the "Registrant") or by the Premier Financial
Services, Inc. Senior Leadership and Directors Deferred Compensation
Plan (the "Plan") are incorporated herein by reference:
(a) The final prospectus filed pursuant to Rule 424(b)(3) and
included in the Registration Statement on Form S-4 of the
Registrant, File No. 333-03327, effective July 12, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996;
(c) The Registrant's Current Report on Form 8-K, dated August
22, 1996.
(d) The Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1995; and
(e) The description of the Registrant's Common Stock, $0.01 per
share (the "Common Stock") and the Preferred Stock Purchase
Rights contained in the final prospectus filed pursuant to
Rule 424(b)(3) and included in the Registrant's Registration
Statement on Form S-4, File No. 333-03327, effective July
12, 1996.
All documents subsequently filed by the Registrant and/or
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated
by reference or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that such statement is modified or superseded
by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
<PAGE> Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the General Corporation Law of the State of Delaware
(the "Delaware Law"), directors and officers as well as other
employees and individuals may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation (a "Derivative
Action")) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the company,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar
standard of care is applicable in the case of a Derivative Action,
except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with the defense or settlement
of such an action, and the Delaware Law requires court approval before
there can be any indemnification where the person seeking
indemnification has been found liable to the company.
Article 12 of the Amended and Restated Certificate of
Incorporation of the Registrant provides that the Registrant shall
indemnify each person who is or was a director or officer of the
Registrant or serves as a director or officer of another enterprise at
the request of the Registrant, in accordance with, and to the fullest
extent authorized, by the Delaware Law.
Article 6 of the Restated By-laws of the Registrant
("Article 6") provides that to the extent to which it is empowered
under the Delaware Law or any other applicable law, the Registrant
shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a
director or officer of the Registrant or is or was serving at the
request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding.
Article 6 further provides that expenses incurred by an
officer or director in defending a civil or criminal action, suit or
proceeding shall be paid by the Registrant in advance of the final
disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it shall be ultimately determined that he is not entitled to
be indemnified under the Delaware Law. The indemnification and
advancement of expenses provided by Article 6 shall continue as to a
person who has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
<PAGE>
The Registrant has arranged for directors and officers'
liability insurance which, subject to certain policy limits,
deductible amounts and exclusions, insures directors and officers of
the Registrant for liabilities incurred as a result of acts committed
in their capacity as directors and officers or claims made against
them by reason of their status as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated by reference
herein are set forth in the Exhibit Index filed as part of
this registration statement. No opinion of counsel is being
filed since none of the shares of Common Stock to be offered
and sold under the Plan will be newly issued shares.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
<PAGE>
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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by 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.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wauconda, State of Illinois, on this 6th
day of September, 1996.
GRAND PREMIER FINANCIAL, INC.
(Registrant)
By: /s/ Richard L. Geach
------------------------------
Richard L. Geach
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Richard
L. Geach and Robert W. Hinman, or either of them, as such person's
true and lawful attorneys to execute in the name of each such person,
and to file, any amendments to this registration statement that either
of such attorneys may deem necessary or desirable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and
Exchange Commission with respect thereto, in connection with the
registration of the shares of Common Stock (including the associated
Preferred Stock Purchase Rights) and interests in the Plan that are
subject to this registration statement, which amendments may make such
changes in such registration statement as either of the above-named
attorneys deems appropriate, and to comply with the undertakings of
the Registrant made in connection with this registration statement;
and each of the undersigned hereby ratifies all that either of said
attorneys will do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
-------- ----- ----
/s/Richard L. Geach
_________________________ Chief Executive August 29, 1996
Richard L. Geach Officer and Director
(Principal Executive Officer)
/s/David L. Murray
_________________________ Senior Executive Vice August 29, 1996
David L. Murray President and Chief Financial
Officer and Director
(Principal Financial and
Accounting Officer)
<PAGE>
/s/ Jean M. Barry
_________________________ Director August 29, 1996
Jean M. Barry
/s/Donald E. Bitz
_________________________ Director August 29, 1996
Donald E. Bitz
/s/Harry J. Bystricky
_________________________ Director August 29, 1996
Harry J. Bystricky
/s/ Frank J. Callero
_________________________ Director August 29, 1996
Frank J. Callero
/s/Alan J. Emerick
_________________________ Director August 29, 1996
Alan J. Emerick
/s/ Brenton J. Emerick
_________________________ Director August 29, 1996
Brenton J. Emerick
/s/James Esposito
_________________________ Director August 29, 1996
James Esposito
/s/ R. Gerald Fox
_________________________ Director August 29, 1996
R. Gerald Fox
/s/ Robert W. Hinman
_________________________ Director August 29, 1996
Robert W. Hinman
/s/Edward G. Maris
_________________________ Director August 29, 1996
Edward G. Maris
/s/Howard A. McKee
_________________________ Director August 29, 1996
Howard A. McKee
/s/ H. Barry Musgrove
_________________________ Director August 29, 1996
H. Barry Musgrove
/s/Joseph C. Piland
_________________________ Director August 29, 1996
Joseph C. Piland
/s/ Stephen J. Schostok
_________________________ Director August 29, 1996
Stephen J. Schostok
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities
Act of 1933, the Plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wauconda, State of Illinois, on this
6th day of September, 1996.
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS'
DEFERRED COMPENSATION PLAN
GRAND PREMIER FINANCIAL, INC.,
Plan Administrator
By: /s/David L. Murray
------------------------------
David L. Murray
Senior Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4.1 Premier Financial Services, Inc.
Senior Leadership and Directors
Deferred Compensation Plan, as
amended by First Amendment of Premier
Financial Services, Inc. Senior
Leadership and Directors Deferred
Compensation Plan, dated August 31,
1995, Second Amendment of Premier
Financial Services, Inc. Senior
Leadership and Directors Deferred
Compensation Plan, dated January 25,
1996, and Third Amendment of Premier
Financial Services, Inc. Senior
Leadership and Directors Deferred
Compensation Plan, dated August 30,
1996.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hutton Nelson & McDonald
LLP
24 Powers of Attorney (contained on the
signature pages hereto).
EXHIBIT 4.1
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
<PAGE>
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
The Premier Financial Services, Inc. Senior Leadership and Directors
Deferred Compensation Plan was established effective August 1, 1994, for
the Senior Leadership Employees and members of the Board of Directors of
Premier Financial Services, Inc. The purpose of the Plan is to permit
Senior Leadership Employees and Directors to contribute a portion of their
Compensation on a pre-tax basis toward retirement benefits, enhance the
overall effectiveness of the Premier Financial Services, Inc. executive
compensation program and to attract, retain and motivate such individuals.
Accordingly, Premier Financial Services, Inc. hereby adopts the Plan
pursuant to the terms and provisions set forth below:
ARTICLE I
DEFINITIONS
Wherever used herein the following terms shall have the meanings
hereinafter set forth:
1.1. "Account" or "Accounts" means the account or accounts maintained
under the Plan by the Company in the Participant's name, including the
Participant's Employer Contribution Account and Compensation Deferral
Account.
1.2. "Board" means the Board of Directors of the Company.
1.3. "Bonus" means the additional cash remuneration payable to a
Participant annually pursuant to an Employer's performance compensation
program or any other plan, program or arrangement under which an Employer
pays an amount of cash remuneration to a Participant above such
Participant's Base Salary.
1.4. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any regulations relating thereto.
1.5. "Company" means Premier Financial Services, Inc., a Delaware
corporation, or, to the extent provided in Section 6.8 below, any successor
corporation or other entity resulting from a merger or consolidation into
or with the Company or a transfer or sale of substantially all of the
assets of the Company.
1.6. "Company Stock" means the common stock of the Company.
1.7. "Compensation" means a Participant's Salary, Bonus or Director's
Fees payable in any calendar year. Compensation deferrals elected under
this Plan shall not affect the determination of compensation or earnings
for purposes of any other plan, policy or program (including, but not
limited to, the Qualified Savings Plan and any other non-qualified plan)
maintained by an Employer.
<PAGE>
1.8. "Compensation Deferral Account" means the account or accounts
maintained under the Plan by the Company in the Participant's name to which
the Participant's Compensation Deferral Contributions are credited in
accordance with the Plan. A Participant shall be fully vested in the
amount in his Compensation Deferral Account at all times.
1.9. "Compensation Deferral Contribution" means the amount of
Compensation a Participant elects to defer under Section 2.1 of the Plan.
1.10. "Director" means an individual who is a member of the Board.
1.11. "Director's Fees" means the annual and periodic fees paid to the
Director by the Company for service on the Board.
1.12. "Disability" means a Participant is permanently and totally
disabled as determined in the sole discretion of the Company.
1.13. "Employer" means the Company and any Affiliated Company that
adopts the Plan with the Company's consent. "Affiliated Company" means a
business entity that is a member of a controlled group of corporations (as
such term is defined in the Code) that includes the Company. An Affiliated
Company may adopt the Plan on behalf of its Senior Leadership Employees, by
resolution of its Board of Directors, approved in writing by the Company.
1.14. "Employer Contribution Account" means the account or accounts
maintained under the Plan by the Company in the Participant's name to which
Employer Matching Contributions are credited in accordance with the Plan.
1.15. "Employer Matching Contribution" means the contribution made by
each Employer under the Plan based on a Participant's Compensation Deferral
Contributions, according to Section 2.2 of the Plan.
1.16. "Employment Termination" means the date of (i) a Senior
Leadership Employee's termination of employment with the Employer; or (ii)
a Director's termination of service on the Board, and shall include such
termination for any reason, unless expressly indicated otherwise.
1.17. "Participant" means a Senior Leadership Employee of an Employer
who is eligible for participation pursuant to Section 1.23 or a Director
who has completed the election and enrollment forms provided by the
Company. A Participant who is demoted out of a covered salary tier will
continue as a Participant as to his existing Accounts, but shall not be
eligible to make further Compensation Deferral Contributions or receive
Employer Matching Contributions.
1.18. "Plan" means the Premier Financial Services, Inc. Senior
Leadership and Director's Deferred Compensation Plan, as set forth herein
and as hereinafter amended from time to time.
1.19. "Plan Year" means the calendar year, which is the Company's
fiscal year; except that, the period from the August 1, 1994 effective date
of the Plan to December 31, 1994, shall be a short Plan Year.
1.20. "Qualified Savings Plan" means the Premier Financial Services,
Inc. Employee Savings and Stock Plan and Trust, as amended from time to
time, and each successor or replacement plan.
<PAGE>
1.21. "Retirement Date" means the first day of the calendar month
coincident with or next following the date on which a Participant has: (i)
attained age 55 years and completed at least 10 Years of Service; or (ii)
attained age 60 years.
1.22. "Salary" means a Participant's annual base salary rate for the
Plan Year, as specified by an Employer prior to each Plan Year, but
including a Participant's variable compensation.
1.23. "Senior Leadership Employee" means each executive employee of
the Company designated as a Senior Leadership Employee by the Chief
Executive Officer and approved by the Board.
1.24. "Trust" means the trust agreement entered into by the Company
under which the Employers agree to contribute to a Trust for the purpose of
accumulating assets to assist the Employers in fulfilling their obligations
to Participants hereunder. Such Trust Agreement shall be substantially in
the form of the model trust agreement set forth in Internal Revenue Service
Revenue Procedure 92-64, or any subsequent Internal Revenue Service Revenue
Procedure, and shall include provisions required in such model trust
agreement that all assets of the Trust shall be subject to the creditors of
the Employers in the event of insolvency.
1.25. "Years of Service" means the number of consecutive 12-month
periods of the Participant's employment with an Employer (including years
of employment prior to the date on which an Employer became an Affiliated
Company). No credit shall be given for partial years of employment or
periods of employment preceding an Employment Termination and return to
work.
1.26. Words in the masculine gender shall include the feminine and the
singular shall include the plural, and vice versa, unless qualified by the
context. Any headings used herein are included for ease of reference only
and are not to be construed so as to alter the terms hereof.
ARTICLE II
COMPENSATION DEFERRAL CONTRIBUTIONS
EMPLOYER MATCHING CONTRIBUTIONS
2.1. COMPENSATION DEFERRAL ELECTIONS. Any Senior Leadership Employee
or Director may elect to become a Participant under the Plan by completing
the election form provided by the Company. A Participant may elect to
defer annually the receipt of a portion of the Compensation otherwise
payable to him by an Employer in any Plan Year. The amount of Compensation
deferred by a Participant shall be a fixed amount or percentage of such
Compensation, but shall not exceed: (i) twenty percent (20%) of such
Participant's Base Salary; (ii) fifty percent (50%) of such Participant's
Annual Bonus; (iii) and one hundred percent (100%) of such Participant's
Director's Fees.
The election by which a Participant elects to defer compensation as
provided in this Plan shall be in writing, signed by the Participant, and
delivered to the Company prior to January 1 of the Plan Year in which the
Compensation to be deferred is otherwise payable to the Participant; except
that:
<PAGE>
(a) in the year in which the Plan is initially implemented, a
Participant may make an election to defer Compensation for services to
be performed subsequent to the election and within 30 days after the
Plan is effective; and
(b) in the year in which a Participant first becomes eligible to
participate in the Plan, such Participant may make an election to
defer Compensation for services to be performed within 30 days after
the date he becomes eligible.
Any deferral election made by the Participant shall be irrevocable with
respect to the Compensation covered by such election.
2.2. EMPLOYER MATCHING CONTRIBUTIONS. Each Employer shall make a
matching contribution on behalf of Participants in its employ who have
elected to make Compensation Deferral Contributions. The Company shall
make a matching contribution on behalf of Participants who are Directors
and who elect to make Compensation Deferral Contributions. The amount of
Employer Matching Contribution made on behalf of each Participant shall
equal twenty-five percent (25%) of such Participant's Compensation Deferral
Contributions made under this Plan. Employer Matching Contributions
required under this Section shall be made monthly.
2.3. INVESTMENT OF PARTICIPANTS' ACCOUNTS. Participants' Compensation
Deferral Contributions and Employer Matching Contributions shall be
contributed by the Employers to, and held and invested under, the Trust.
Participants' Compensation Deferral Accounts and Employer Contribution
Accounts and other assets of the Trust shall be invested in shares of
Company Stock, except that excess amounts that are insufficient to purchase
shares of Company Stock may be held in cash until such amounts are
sufficient to purchase Company Stock.
All Compensation Deferral and Employer Matching Contributions shall be
credited to a Participant's Accounts and invested in shares of Company
Stock as of the last day of the month during which the Compensation amounts
would have been paid to the Participant, if not deferred. Any amount of
Company Stock held in a Participant's Account that is forfeited according
to Sections 2.4, 2.5, 3.5 or 3.6 shall be applied toward Employer Matching
Contributions required for that month under Section 2.2 and this Section.
The trustee under the Trust shall purchase shares of Company Stock in
the market on or as soon as practicable after the date it receives
Participants' Compensation Deferral Contributions and Employer Matching
Contributions. The Company may, in its discretion contribute Company Stock
to the Trust in an amount equal to the Participants' Compensation Deferral
Contributions and Employer Matching Contributions for the month, valued as
of the date of such contribution by the Company. Dividends on shares of
Company Stock held in Participants' Accounts shall be credited to such
Accounts. Cash dividends shall be reinvested in Company Stock as soon as
practicable.
Participants' Compensation Deferral Accounts and Employer Contribution
Accounts shall be invested in shares of Company Stock until such amounts
are distributed to the Participant after the Participant's Employment
Termination. The Company shall provide each Participant with a written
statement of his Accounts at least annually.
<PAGE>
2.4. VESTING OF PARTICIPANTS' ACCOUNTS. A Participant shall be fully
vested in the amount in his Compensation Deferral Account at all times. A
Participant shall be vested in the amount of Employer Matching
Contributions made on his behalf in any Plan Year on the date that is the
earlier of (i) the last day of the Plan Year that begins three years after
the end of the Plan Year in which such Employer Matching Contributions were
made (e.g., vesting on December 31, 1997 for Employer Matching
Contributions made in 1994); (ii) the date of the Participant's Employment
Termination on account of death or Disability; or (iii) the Participant's
Retirement Date.
A Participant whose Employment Termination occurs prior to his
Retirement Date and for a reason other than death or Disability, shall
forfeit the amount of Company Stock attributable to any Employer Matching
Contributions in his Employer Contribution Account that is not vested. A
Participant covered by Section 2.5 below shall forfeit the all Company
Stock attributable to Employer Matching Contributions in his Employer
Contribution Account.
2.5. FORFEITURE DUE TO COMPETITION OR CONFIDENTIALITY BREACH. A
Senior Leadership Employee may not, except with the express prior written
consent of the Company, for a period of two (2) years after the Employee's
Employment Termination (the "Restrictive Period"), directly or indirectly
compete with the business of the Employers, including, but not by way of
limitation, by directly or indirectly owning, managing, operating,
controlling, financing, or by directly or indirectly serving as an
employee, officer or director of or consultant to, or by soliciting or
inducing, or attempting to solicit or induce, any employee or agent of an
Employer to terminate employment with the Employer, and become employed by
any person, firm, partnership, corporation, trust or other entity which
owns or operates, a bank, savings and loan association, credit union or
similar financial institution (a "Financial Institution") within a twenty-
five (25) mile radius of (i) an Employer's main office or (ii) the office
of any Employer's Affiliated Companies (the "Restrictive Covenant"). The
foregoing Restrictive Covenant shall not prohibit a Senior Leadership
Employee from owning directly or indirectly capital stock or similar
securities which are listed on a securities exchange or quoted on the
National Association of Securities Dealers Automated Quotation System which
do not represent more than one percent (1%) of the outstanding capital
stock of any Financial Institution.
At all times during and after employment with an Employer or service
on the Board, a Participant shall keep secret and inviolate all knowledge
or information of a confidential nature relating to the business and
financial affairs of the Employers, including, without limitation, all
unpublished matters relating to the business, properties, accounts, books,
records, customers, trade secrets and contracts of the Employers (the
"Confidentiality Clause").
If a Participant violates the Restrictive Covenant or the
Confidentiality Clause all amounts in the Participant's Employer
Contribution Accounts shall be forfeited; except that this Section 2.5
shall become ineffective upon a Change in Control of the Company.
2.6. FULL VESTING UPON CHANGE IN CONTROL. A Participant shall become
fully vested in all Employer Matching Contributions made on his behalf in
any Plan Year upon the occurrence of a Change in Control of the Company.
For purposes of this Plan, a "Change in Control" of the Company shall be
deemed to have occurred if:
<PAGE>
(a) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act, except that a person shall be
deemed to be the "beneficial owner" of all shares that any such person
has the right to acquire pursuant to any agreement or arrangement or
upon exercise of conversion rights, warrants, options or otherwise,
without regard to the sixty day period referred to in such Rule),
directly or indirectly, of securities representing 25% or more of the
combined voting power of the Company's then outstanding securities;
provided, however, that the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from the
Company; (ii) any acquisition by the Company; or (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Company; or
(b) at any time during any period of two consecutive years (not
including any period prior to January 1, 1994) individuals who at the
beginning of such period constituted the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent
to such date whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 or
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
person other than the Board.
2.7. CESSATION OF DEFERRALS. All Compensation Deferral Contributions
and Employer Matching Contributions shall cease upon a Participant's
Employment Termination.
ARTICLE III
DISTRIBUTION OF PARTICIPANTS' ACCOUNTS
3.1. DISTRIBUTION OF PARTICIPANTS' ACCOUNTS. Upon a Participant's
Employment Termination, the Participant's Compensation Deferral Accounts
and the vested portion of the Participant's Employer Contribution Accounts
shall be distributed to the Participant, in accordance with Section 3.2 and
3.3 below. A Participant's Accounts shall be distributed in cash or
Company Stock, in the discretion of the Company.
3.2. FORM OF DISTRIBUTION. Each Participant shall elect the form and
timing of the distribution of his Accounts, at the time the Participant
elects Compensation Deferral Contributions under Section 2.1 above. The
Participant may elect to have his Accounts distributed as follows:
(a) in a lump sum distribution; or
(b) in substantially equal monthly installment payments over a
fixed period of 5, 10 or 15 years.
<PAGE>
Notwithstanding the foregoing, if the value of the Participants' Accounts
is less than $5,000 at any time after the Participant's Employment
Termination, such Accounts shall be distributed to the Participant (or the
Participant's beneficiary) in a single lump sum, as soon as practicable.
If the Participant fails to elect a form or period of distribution, the
Participant's Accounts will be paid in a manner selected by the Company.
3.3. COMMENCEMENT OF DISTRIBUTION. Each Participant shall elect, at
the time of his election to make Compensation Deferral Contributions, the
commencement date for distribution of such Contributions (and any Employer
Matching Contributions attributable thereto), as of one of the following
dates: (i) within 60 days after the Participant's Employment Termination;
(ii) on the January 1 next following the Participant's Employment
Termination; or (iii) on a date that is a specified number of years after
the Participant's Employment Termination, but not later than the earlier of
(A) ten years after the Participant's Employment Termination, or (B) the
date the Participant attains age 70 years.
3.4. DISTRIBUTION DUE TO DEATH. If a Participant dies before complete
distribution of his Accounts, any remaining amount in the Participant's
Accounts shall be distributed to the beneficiary designated by the
Participant's in the form and period elected by the Participant; except
that, if the amount in the Participant's Accounts as of the date of the
Participant's death is $10,000 or less, such amount shall be paid to the
designated beneficiary in a single lump sum payment. If a Participant has
not designated a beneficiary under the Plan, or if no designated
beneficiary is living on the date of distribution hereunder, amounts
distributable pursuant to this Section shall be distributed to those
persons or entities entitled to receive distributions of the Participant's
accounts under the Qualified Savings Plan.
3.5. CHANGE IN DISTRIBUTION ELECTION. The Company may permit a
Participant to change his election as to the form, period or commencement
of distribution of his Accounts. A Participant may request such change by
writing filed with the Company. In the event a Participant changes his
election as to form, period or commencement of distribution within 18
months prior to his Retirement Date or other Employment Termination for a
reason other than death or Disability, the amount distributable from such
Participant's Accounts will be reduced by 10 percent. This reduction will
be forfeited. This reduction is intended to discourage Participants from
changing their elections as to distribution and prevent Participants from
being deemed in constructive receipt of their Accounts upon their
Employment Termination.
3.6. UNSCHEDULED WITHDRAWAL RIGHT. A Participant may request an
unscheduled withdrawal of all or any portion of the his Accounts (to the
extent vested) before or after his Employment Termination by written notice
to the Company; provided that, the amount distributable from such
Participant's Accounts will be reduced by 10 percent. This reduction will
be forfeited. If a Participant elects an unscheduled withdrawal under this
Section prior to Employment Termination, the Participant would not be
permitted to elect Compensation Deferral Contributions for a period of
thirty-six months following the date of such withdrawal. This reduction
and ineligibility period is intended to discourage Participants from
requesting withdrawals (other than on account of an unforeseeable
emergency) and prevent Participants from being deemed in constructive
receipt of their Accounts.
<PAGE>
3.7. HARDSHIP DISTRIBUTION. A Participant may request, by writing
filed with the Company, that a distribution be made to him of all or part
of the amount then credited to his Accounts (to the extent vested) on
account of a severe financial hardship. The Company will approve such a
distribution to the Participant only in the event of an unforeseeable
emergency. An "unforeseeable emergency" is an unanticipated emergency that
is caused by an event beyond the control of the Participant and that would
result in severe financial hardship to such Participant if early withdrawal
were not permitted. An unforeseeable emergency that results in severe
financial hardship is an unexpected illness or accident of the Participant
or a dependent, loss of a Participant's property due to casualty, or other
similar, extraordinary, unforeseeable circumstances beyond the control of
the Participant. The severe financial hardship may not be relieved by an
early distribution under this Plan to the extent it might otherwise be
relieved through reimbursement or compensation by insurance or otherwise,
by liquidation of a Participant's assets, or by cessation of Compensation
deferrals under the Plan. Any hardship distribution under this Section
will be limited to the amount necessary to meet the emergency.
3.8. LIMITATION ON DISTRIBUTION. Notwithstanding the foregoing
provisions of the Plan relating to distribution of Participant's Accounts,
if distribution of a Participant's Accounts in any calendar year would not
be deductible by an Employer because of the limitations of Code Section
162(m), such distribution shall be postponed in whole or in part, in the
sole discretion of the Company, until the first calendar year in which such
distribution would not be limited as to deductibility by Code Section
162(m).
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.1. ADMINISTRATION BY THE COMPANY. The Company shall be responsible
for the general operation and administration of the Plan and for carrying
out the provisions thereof.
4.2. POWERS AND DUTIES OF COMPANY. The Company shall administer the
Plan in accordance with its terms and shall have all powers necessary to
carry out the provisions of the Plan. The Company shall interpret the Plan
and shall determine all questions arising in the administration,
interpretation, and application of the Plan, including but not limited to,
questions of eligibility and the status and rights of employees,
Participants and other persons. Any such determination by the Company
shall be conclusive and binding on all persons. The regularly kept records
of the Company shall be conclusive and binding upon all persons with
respect to a Participant's date and length of employment, Years of Service,
time and amount of Compensation and the manner of payment thereof, type and
length of any absence from work and all other matters contained therein
relating to Participants. To the extent not inconsistent with this Plan,
all terms and provisions set forth in the Qualified Savings Plan with
respect to the administrative powers and duties of the Company, expenses of
administration, and procedures for filing claims, also shall be applicable
with respect to this Plan.
<PAGE>
ARTICLE V
AMENDMENT OR TERMINATION
5.1. AMENDMENT OR TERMINATION. The Company intends the Plan to be
permanent but reserves the right to amend or terminate the Plan, or
terminate the Plan as it applies to any Employer. Any such amendment or
termination shall be made pursuant to a written resolution of the Board and
shall be effective as of the date of such resolution.
5.2. EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination
of the Plan shall divest any Participant or beneficiary of the amount in
the Participant's Accounts, or of any rights to which the Participant would
have been entitled if the Plan had been terminated immediately prior to the
effective date of such amendment or termination. Upon termination of the
Plan, all Participants shall become fully vested in the amounts in their
Accounts and distribution of Participants' Accounts shall be made to
Participants or their beneficiaries in the manner elected by such
Participants, unless the Company determines to distribute all Accounts in
lump sums. No Compensation Deferral or Employer Matching Contributions
shall be permitted after termination of the Plan.
ARTICLE VI
GENERAL PROVISIONS
6.1. PARTICIPANTS' RIGHTS UNSECURED. Except as set forth in Section
2.3, the Plan at all times shall be entirely unfunded and no provision
shall at any time be made with respect to segregating any assets of an
Employer for payment of any benefits hereunder. The right of a Participant
or the Participant's beneficiary to receive a distribution of the
Participant's Accounts hereunder shall be an unsecured claim against the
general assets of the Employers, and neither the Participant nor a
beneficiary shall have any rights in or against any specific assets of the
Employers.
6.2. GENERAL CONDITIONS. Any benefit payable under the Qualified
Savings Plan shall be paid solely in accordance with the terms and
conditions of the Qualified Savings Plan, and nothing in this Plan shall
operate or be construed in any way to modify, amend or affect the terms and
provisions of the Qualified Savings Plan.
6.3. NO GUARANTY OF BENEFITS. Nothing contained in the Plan shall
constitute a guaranty by the Employers or any other person or entity that
the assets of the Employers will be sufficient to pay any benefit
hereunder. No Participant or other person shall have any right to receive
a benefit or a distribution of Accounts under the Plan except in accordance
with the terms of the Plan.
6.4. NO ENLARGEMENT OF EMPLOYEE RIGHTS. Establishment of the Plan
shall not be construed to give any Participant the right to be retained in
the service of an Employer.
6.5. SPENDTHRIFT PROVISION. No interest of any person or entity in,
or right to receive a distribution under, the Plan shall be subject in any
manner to sale, transfer, assignment, pledge, attachment, garnishment, or
other alienation or encumbrance of any kind; nor may such interest or right
to receive a distribution be taken, either voluntarily or involuntarily for
the satisfaction of the debts of, or other obligations or claims against,
such person or entity, including claims for alimony, support, separate
maintenance and claims in bankruptcy proceedings.
<PAGE>
6.6. APPLICABLE LAW. The Plan shall be construed and administered
under the laws of the State of Illinois except to the extent preempted by
federal law.
6.7. INCAPACITY OF RECIPIENT. Subject to applicable state law, if any
person entitled to a payment under the Plan is deemed by the Company to be
incapable of personally receiving and giving a valid receipt for such
payment, then, unless and until claim therefor shall have been made by a
duly appointed guardian or other legal representative of such person, the
Company may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the
care and maintenance of such person. Any such payment shall be a payment
for the account of such person and a complete discharge of any liability of
the Company and the Plan therefor.
6.8. CORPORATE SUCCESSORS. The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company, or by the merger
or consolidation of the Company into or with any other corporation or other
entity, but the Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee, purchaser or
successor entity agrees to continue the Plan. In the event that the Plan
is not continued by the transferee, purchaser or successor entity, the Plan
shall terminate subject to the provisions of Section 5.2.
6.9. UNCLAIMED BENEFIT. Each Participant or beneficiary shall keep
the Company informed of his or her current address. The Company shall not
be obligated to search for the whereabouts of any person. If the location
of a Participant is not made known to the Company within three years after
the date on which payment of the Participant's benefits under the Plan may
first be made, payment may be made as though the Participant had died at
the end of the three-year period. If, within one additional year after
such three-year period has elapsed, or, within three years after the actual
death of a Participant, the Company is unable to locate any beneficiary of
the Participant, then the Company shall have no further obligation to pay
any benefit hereunder to such Participant or beneficiary or any other
person and such benefit shall be irrevocably forfeited.
6.10. LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
provisions of the Plan, none of the Employers nor any individual acting as
an employee or agent of an Employer, shall be liable to any Participant,
former Participant or any beneficiary or other person for any claim, loss,
liability or expense incurred in connection with the Plan.
6.11. CLAIMS PROCEDURE. In the event that a Participant's claim for
benefits under the Plan is denied in whole or in part by the Company, the
Company will notify the Participant (or beneficiary) of the denial. Such
notification will be made in writing, within 90 days of the date the claim
is received by the Company. The notification will include: (i) the
specific reasons for the denial; (ii) specific reference to the Plan
provisions upon which the denial is based; (iii) a description of any
additional information necessary for the claimant to perfect the claim and
an explanation of why such material or information is necessary; and (iv)
an explanation of the applicable review procedures.
The Participant (or beneficiary) has 60 days from the date he receive
notice of a claim denial to file a written request for review of the denial
with the Company. The Company will review the claim denial and inform the
Participant (or beneficiary) in writing of its decision within 60 days of
the date the claim review request is received by the Company. This
decision will be final.
<PAGE>
FIRST AMENDMENT
OF
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
WHEREAS, Premier Financial Services, Inc. (the "Bank") maintains
Premier Financial Services, Inc. Senior Leadership and Directors Deferred
Compensation Plan (the "Plan"); and
WHEREAS, amendment of the Plan now is considered desirable;
NOW, THEREFORE, pursuant to the power reserved to the Bank by
Section 5.1 of the Plan, the Plan is hereby amended, effective September 1,
1995, in the following particulars:
1. By substituting the following for Section 1.17 of the Plan:
"1.17. `Participant' means any: (i) Senior Leadership
Employee who is eligible for participation pursuant to Section
1.23; (ii) other Employee of an Employer who is designated as
eligible to participate by the chief Executive Officer; or (iii)
Director, who has completed the election and enrollment forms
provided by the Company. A Participant who is removed from
eligibility by the Chief Executive Officer or demoted out of a
covered salary tier will continue as a Participant as to his
existing Accounts, but shall not be eligible to make further
Compensation Deferral Contributions or receive Employer Matching
Contributions."
2. By adding the parenthetical phrase "(or other eligible
employees)" immediately following the phrase "Senior Leadership Employees"
where the latter phrase appears in Section 1.13 of the Plan; by adding the
parenthetical phrase "(or other eligible employee)" immediately following
the phrase "Senior Leadership Employee" where the latter phrase appears in
Section 2.1 and 2.5 of the Plan; and by adding the parenthetical phrase
"(or other eligible employee's)" immediately following the phrase "Senior
Leadership Employee's" where the latter phrase appears in Section 1.16 of
the Plan.
<PAGE>
IN WITNESS WHEREOF, the Bank has caused this Amendment to be
executed by the undersigned officer this 31st day of August, 1995.
PREMIER FINANCIAL SERVICES, INC.
By /s/ Richard L. Geach
--------------------------------
Its President
-----------------------------
<PAGE>
SECOND AMENDMENT
OF
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
WHEREAS, Premier Financial Services, Inc. (the "Company")
maintains the Premier Financial Services, Inc. Senior Leadership and
Directors Deferred Compensation Plan (the "Plan"); and
WHEREAS, the Plan previously has been amended and further
amendment of the Plan now is considered desirable;
NOW, THEREFORE, by virtue of the authority granted to the
undersigned officer by Resolution of the Board of Directors of the Company,
and pursuant to the power reserved to the Company by Section 5.1 of the
Plan, the Plan, as previously amended, be and is hereby further amended,
effective as of January 1, 1996, by substituting the following for Section
2.3 of the Plan:
"2.3. INVESTMENT OF PARTICIPANTS' ACCOUNTS. Participants'
Compensation Deferral Contributions and Employer Matching
Contributions shall be contributed by the Employers to, and held
and invested under, the Trust. Participants' Compensation
Deferral Accounts and Employer Contribution Accounts and other
assets of the Trust shall be invested in shares of Company Stock
or other investment funds specified by the Company from time to
time.
All Compensation Deferral and Employer Matching
Contributions shall be credited to a Participant's Accounts and
invested as soon as practicable following the date such
contributions are received by the trustee, allowing for such
factors as the availability of an investment fund as of the time
of the contribution and the availability of shares of Company
Stock for purchase by the trustee. Any amount of Company Stock
held in a Participant's Account that is forfeited according to
Sections 2.4, 2.5, 3.5 or 3.6 shall be applied toward Employer
Matching Contributions required for that month under Section 2.2
and this Section.
The trustee under the Trust shall purchase shares of Company
Stock in the market on or as soon as practicable after the date
it receives Participants' Compensation Deferral Contributions and
Employer Matching Contributions, allowing for such factors as the
availability of shares of Company Stock for purchase by the
trustee. The Company may, in its discretion, contribute Company
Stock to the Trust in an amount equal to the Participants'
Compensation Deferral Contributions and Employer Matching
Contributions for the month, valued as of the date of such
<PAGE>
contribution by the Company. Dividends on shares of Company
Stock held in Participants' Accounts shall be credited to such
Accounts. Cash dividends shall be reinvested in Company Stock as
soon as practicable.
Participants' Compensation Deferral Accounts and Employer
Contribution Accounts shall be invested in shares of Company
Stock or other investments of the Trust until such amounts are
distributed to the Participant after the Participant's Employment
Termination. The Company shall provide each Participant with a
written statement of his Accounts at least annually.
Notwithstanding the provisions of this Section 2.3, investments
in Company Stock shall not be available, either as to new
Contributions and existing aggregate Account balances, until such
time as a Registration Statement is filed with the U.S.
Securities Exchange Commission registering the offer and sale of
additional shares of Company Stock under the Plan."
* * * * * *
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by the undersigned duly authorized officer this 25th day of
January, 1996.
PREMIER FINANCIAL SERVICES, INC.
By /S/ DAVID L. MURRAY
------------------------------
Its EXECUTIVE VICE PRESIDENT
-------------------------
<PAGE>
THIRD AMENDMENT
OF
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
WHEREAS, Grand Premier Financial, Inc. (the "Company") maintains the
Premier Financial Services, Inc. Senior Leadership and Directors Deferred
Compensation Plan (the "Plan"); and
WHEREAS, the Company deems it desirable to amend the Plan to provide
that all of the stock of the Company acquired under the Plan be acquired in the
market;
NOW, THEREFORE, pursuant to the power reserved to the Company by Section
5.1 of the Plan, the Plan, as previously amended, be and is hereby further
amended, by substituting the following for Section 2.3 of the Plan:
"2.3. Investment of Participants' Accounts. Participants'
Compensation Deferral Contributions and Employer Matching Contributions
shall be contributed by the Employers to, and held and invested under,
the Trust. Participants' Compensation Deferral Accounts and Employer
Contribution Accounts and other assets of the Trust shall be invested in
shares of Company Stock or other investment funds specified by the
Company from time to time.
All Compensation Deferral and Employer Matching Contributions
shall be credited to a Participant's Accounts and invested as soon as
practicable following the date such contributions are received by the
trustee, allowing for such factors as the availability of an investment
fund as of the time of the contribution and the availability of shares
of Company Stock for purchase by the trustee. Any amount of Company
Stock held in a Participant's Account that is forfeited according to
Sections 2.4, 2.5, 3.5 or 3.6 shall be applied toward Employer Matching
Contributions required for that month under Section 2.2 and this
Section.
The trustee under the Trust shall purchase shares of Company Stock
in the market on or as soon as practicable after the date it receives
Participants' Compensation Deferral Contributions and Employer Matching
Contributions, allowing for such factors as the availability of shares
of Company Stock for purchase by the trustee. Dividends on shares of
Company Stock held in Participants' Accounts shall be credited to such
Accounts. Cash dividends shall be reinvested in Company Stock as soon
as practicable.
<PAGE>
Participants' Compensation Deferral Accounts and Employer
Contribution Accounts shall be invested in shares of Company Stock or
other investments of the Trust until such amounts are distributed to the
Participant after the Participant's Employment Termination. The Company
shall provide each Participant with a written statement of his Accounts
at least annually. Notwithstanding the provisions of this Section 2.3,
investments in Company Stock shall not be available, either as to new
Contributions and existing aggregate Account balances, until such time
as a Registration Statement is filed with the U.S. Securities Exchange
Commission registering the offer and sale of additional shares of
Company Stock under the Plan."
* * * * * *
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
by the undersigned duly authorized officer this 30th day of August, 1996.
GRAND PREMIER FINANCIAL, INC.
By /s/ David L. Murray
------------------------------
David L. Murray
Senior Executive Vice President
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Grand Premier Financial, Inc.:
We consent to incorporation by reference on Form S-8 of Grand Premier
Financial, Inc. of our report dated January 26, 1996, relating to the
consolidated balance sheets of Premier Financial Services, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of earnings, changes in stockholders equity,
and cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the Registration Statement
on Form S-4 (333-03327) of Grand Premier Financial, Inc.
We also consent to incorporation by reference on Form S-8 of Grand
Premier Financial, Inc. of our report dated May 17, 1996 relating to
the statements of net assets available for plan benefits of the
Premier Financial Services, Inc. Senior Leadership and Directors
Deferred Compensation Plan as of December 31, 1995 and 1994 and the
related statements of changes in net assets available for plan
benefits for year ended December 31, 1995 and for the period from
August 1, 1994 (commencement of operations) to December 31, 1994,
which report appears on Form 11-K of the Premier Financial Services,
Inc. Senior Leadership and Directors Deferred Compensation Plan.
KPMG Peat Marwick LLP
Chicago, Illinois
September 4, 1996
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Grand Premier Financial, Inc. of our report
dated January 31, 1996, accompanying the consolidated financial
statements of Northern Illinois Financial Corporation contained in the
final prospectus filed pursuant to Rule 424(b)(3) and included in the
Registration Statement on Form S-4 of Grand Premier Financial, Inc.,
File No. 333-03327.
Hutton, Nelson & McDonald LLP
Oakbrook Terrace, Illinois
September 5, 1996
