<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First International Bancorp. Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
First International Bancorp. Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF FIRST INTERNATIONAL BANCORP APPEARS HERE]
280 Trumbull Street
Hartford, Connecticut 06103
(860) 727-0700
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 27, 1999
Notice is hereby given that the regular Annual Meeting of Shareholders of
First International Bancorp, Inc., a Delaware corporation (the "Company"),
will be held at the Hartford Hilton Hotel, Hartford, Connecticut on Tuesday,
April 27, 1999, at 4 p.m. for the following purposes:
1.To elect one Director of the Company, who will serve for a three-year
term; and
2.To transact any other business which may properly come before the
meeting, or any adjournment thereof.
The close of business on March 12, 1999 has been fixed as the record date
for determination of shareholders entitled to notice of and to vote at the
Annual Meeting. The bylaws require that the holders of a majority in interest
of all stock issued, outstanding and entitled to vote be present in person or
represented by proxy at the Annual Meeting in order to constitute a quorum for
the transaction of business.
By order of the Board of Directors,
/S/ Brett N. Silvers
Brett N. Silvers
Chairman of the Board,
Chief Executive Officer and
President
Hartford, Connecticut
April 1, 1999
<PAGE>
PROXY STATEMENT
FIRST INTERNATIONAL BANCORP, INC.
280 Trumbull Street
Hartford, Connecticut 06103
ANNUAL MEETING OF SHAREHOLDERS
April 27, 1999
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Shareholders of First
International Bancorp, Inc. (the "Company") to be held on April 27, 1999 and
at any adjournments thereof. Shareholders of record at the close of business
on March 12, 1999 will be entitled to vote at the Annual Meeting. This Proxy
Statement and the accompanying form of proxy are first being mailed or given
to holders of common stock, par value $0.10 per share of the Company (the
"Common Stock") on or about April 1, 1999.
Proxies in the form enclosed are solicited by the Board of Directors of the
Company. Any such proxy, if received in time for voting and not revoked, will
be voted at the Annual Meeting in accordance with the instructions of the
shareholder. If no instructions are given on the proxy, the proxy will be
voted FOR the election, as a director of the Company, of the nominee named
within. At present, management knows of no additional matters to be presented
at the Annual Meeting, but if other matters are presented, the persons named
in the proxy and acting thereunder will vote or refrain from voting in
accordance with their best judgment pursuant to the discretionary authority
conferred by the proxy.
A proxy may be revoked at any time prior to its exercise (i) by submitting a
written notice, addressed to Leslie A. Galbraith, at the principal office of
the Company, revoking such proxy, or (ii) in open meeting prior to the taking
of a vote. Any shareholder of the Company entitled to vote at the Annual
Meeting may attend the Annual Meeting and vote in person on any matter
presented for a vote to the shareholders of the Company at the Annual Meeting,
whether or not such shareholder has previously given a proxy.
Solicitation of proxies will be made initially by mail. Proxies may also be
solicited personally, by telephone or by facsimile transmission by the
directors, officers and other employees of the Company or of the Company's
subsidiary, First International Bank, National Association (the "Bank"). The
Company will bear all costs and expenses incurred in connection with this
solicitation, including the cost of printing and mailing these proxy materials
and the expenses, charges and fees of brokers, custodians, nominees and other
fiduciaries who, at the request of the management of the Company, mail
material to or otherwise communicate with the beneficial owners of the shares
of Common Stock of the Company held of record by such brokers, custodians,
nominees or other fiduciaries.
Written notice of the results of the voting at the Annual Meeting or
adjournments thereof will not be mailed to shareholders, but will be available
upon request, without charge. The Company maintains its principal executive
offices at 280 Trumbull Street, Hartford, Connecticut 06103, and its telephone
number is (860) 727-0700.
VOTING SECURITIES
As of March 12, 1999, the record date for the Annual Meeting, all of the
7,957,587 shares of Common Stock of the Company outstanding were entitled to
vote at the Annual Meeting. Fractional shares are not entitled to be voted,
but each full share of Common Stock of the Company entitles the holder thereof
to one vote on all matters properly brought before the Annual Meeting. At
present, the Common Stock is the only class of capital stock of the Company
that is issued and outstanding.
<PAGE>
The following table provides information regarding persons or organizations
known by the Company to be the beneficial owners of more than five percent
(5.00%) of the outstanding shares of Common Stock of the Company as of
February 28, 1999.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent Notes of
of Beneficial Owner Beneficial Ownership (1) of Class Explanation
------------------- ------------------------ -------- -----------
<S> <C> <C> <C>
Arnold L. Chase.............. 1,061,106 13.34% (2)
C/o David T. Chase Enter-
prises, Inc.
280 Trumbull Street
Hartford, CT 06103
Cheryl A. Chase.............. 958,384 12.05% (3)
C/o David T. Chase Enter-
prises, Inc.
280 Trumbull Street
Hartford, CT 06103
Rhoda L. Chase............... 1,470,100 18.48% (4)
C/o David T. Chase Enter-
prises, Inc.
280 Trumbull Street
Hartford, CT 06103
Brett N. Silvers............. 614,600 7.73% (5)
C/o First International Bank
280 Trumbull Street
Hartford, CT 06103
T. Rowe Price................ 589,000 7.0% (6)
Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
T. Rowe Price................ 475,000 5.97% (6)
Small-Cap Value Fund, Inc.
100 E. Pratt Street
Baltimore, MD 21202
</TABLE>
- --------
Notes of Explanation
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
shares are shown as beneficially owned if the person named in the table
has or shares the power to vote or to direct the voting of, or the power
to dispose or to direct the disposition of, such shares. Inclusion of
shares in the table does not necessarily mean that the persons named have
any economic beneficial interest in shares set opposite their respective
names.
(2) Includes (i) 55,227 shares held as joint trustee with Stanley N. Bergman
for the Arnold Chase Accumulation Trust I, a trust of which Mr. Chase and
his children are the beneficiaries, (ii) 55,227 shares held as joint
trustee with Stanley N. Bergman for the Arnold Chase Accumulation Trust
II, a trust of which Mr. Chase and his children are the beneficiaries, and
(iii) 1,355 shares owned in joint tenancy with Sandra M. Chase, Mr.
Chase's wife.
Does not include (i) 958,384 shares beneficially owned by Cheryl A. Chase,
Mr. Chase's sister, (ii) 112,522 shares held by the Darland Trust, a trust
which Rothschild Trust Cayman Ltd. is trustee and Cheryl A. Chase and her
children are the primary beneficiaries, (iii) 35,000 shares owned by DTC
Holdings Corporation (f/k/a American Ranger, Inc.) a company of which Mr.
Chase is a director and executive officer, (iv) 138,169 shares owned by
David T. Chase, Mr. Chase's father, and (v) 1,470,100 shares owned by Rhoda
L. Chase, Mr. Chase's mother. Mr. Chase disclaims beneficial ownership over
all shares beneficially owned by Mr. Chase's sister, father, mother, The
Darland Trust, and DTC Holdings Corporation (f/k/a American Ranger, Inc.).
See "Continuing Directors" for Mr. Chase's biography.
2
<PAGE>
(3) Includes (i) 55,227 shares held as joint trustee with Stanley N. Bergman
for the Cheryl A. Chase Accumulation Trust I, a trust of which Ms. Chase
and her children are the beneficiaries, (ii) 55,227 shares held as joint
trustee with Stanley N. Bergman for the Cheryl A. Chase Accumulation Trust
II, a trust of which Ms. Chase and her children are the beneficiaries, and
(iii) 32,039 shares are held as joint trustee with Kenneth N. Musen for
the Cheryl A. Chase Marital Trust, a trust of which Ms. Chase and her
children are the beneficiaries.
Does not include (i) 1,061,106 shares beneficially owned by Arnold L.
Chase, Ms. Chase's brother, (ii) 112,522 shares held by the Darland Trust,
a trust which the Rothschild Trust Cayman Ltd. is trustee and Ms. Chase and
her children are the primary beneficiaries, (iii) 35,000 shares owned by
DTC Holdings Corporation (f/k/a American Ranger, Inc.) a company of which
Ms. Chase is a director, (iv) 138,169 shares owned by David T. Chase, Ms.
Chase's father, and (v) 1,470,100 shares owned by Rhoda L. Chase, Ms.
Chase's mother. Ms. Chase disclaims beneficial ownership over all shares
beneficially owned by Ms. Chase's brother, mother, father, The Darland
Trust, and DTC Holdings Corporation (f/k/a American Ranger, Inc.). See
"Continuing Directors" for Ms. Chase's biography.
(4) Does not include (i) 1,061,106 shares beneficially owned by Arnold L.
Chase, Ms. Chase's son, (ii) 958,384 shares beneficially owned by Cheryl
A. Chase, Ms. Chase's daughter, (iii) 112,522 shares held by the Darland
Trust, a trust which the Rothschild Trust Cayman Ltd. is trustee and
Cheryl A. Chase and her children are the primary beneficiaries, (iv)
35,000 shares owned by DTC Holdings Corporation (f/k/a American Ranger,
Inc.) a company of which Ms. Cheryl Chase and Mr. Arnold Chase are
directors, and (v) 138,169 shares owned by David T. Chase, Ms. Chase's
husband. Ms. Chase disclaims beneficial ownership over all shares
beneficially owned by Ms. Chase's spouse, children, The Darland Trust, and
DTC Holdings Corporation (f/k/a American Ranger, Inc.).
(5) Includes (i) 100,000 shares owned by The Silvers Family Trust f/b/o
Rebecca Anne Silvers, (ii) 100,000 shares owned by The Silvers Family
Trust f/b/o Claudia Belle Silvers, and (iii) 414,600 shares owned by Mr.
Silvers' wife. Does not include 200,000 shares that the Company has agreed
to issue to Mr. Silvers, which shares are expected to be issued on or
about March 31, 1999. Mr. Silvers is Chairman of the Board, Chief
Executive Officer and President of the Company and Chairman of the Board
and Chief Executive Officer of the Bank. See "Nominee for Director of the
Company" for Mr. Silvers' biography.
(6) T. Rowe Price Associates, Inc. ("Associates") and T. Rowe Price Small-Cap
Value Fund, Inc. ("Value Fund") (collectively, "T. Rowe Price Entities"),
have reported in their Schedule 13G dated February 12, 1999 filed with the
SEC that (a) Associates is the beneficial owners of 589,000 shares of
Common Stock, of which Associates has sole dispositive power over 589,000
shares and sole voting power over 20,000 of such 589,000 shares, and (b)
Value Fund also has beneficial ownership of 475,000 of such 589,000
shares, by virtue of its having sole voting power over such 475,000
shares. In their Schedule 13G, the T. Rowe Price Entities certify that
they have acquired their shares of the Company's Common Stock in the
ordinary course of business and not for the purpose of changing or
influencing the control of the Company. Associates further states in such
Schedule 13G that the filing of the Schedule 13G should not be construed
as an admission that Associates is the beneficial owner of the Common
Stock, and that Associates denies such beneficial ownership.
3
<PAGE>
ELECTION OF DIRECTORS
The By-laws of the Company stipulate that the business and affairs of the
Company shall be managed by a Board of Directors (the "Company Board"), which
shall consist of not less than three individuals divided into three classes as
nearly equal in size as possible. The directors of the Company are elected by
the shareholders of the Company for staggered three year terms or until their
successors are elected and qualified.
Nominee for Director of the Company
The following table sets forth the name and address of the nominee for
Director of the Company, his principal occupation, age and period of service
as a director of the Company. Information regarding his ownership of shares of
Common Stock of the Company as of February 28, 1999 may be found at "Security
Ownership of Management". The nominee set forth below has been nominated for a
three-year term expiring in the year 2002.
<TABLE>
<CAPTION>
Director of the
Class Name Age Principal Occupation Company Since
----- ---- --- -------------------- ---------------
<C> <C> <C> <S> <C>
II Brett N. Silvers............ 43 Chairman, Chief Executive Officer 1988
and President of the Company and
Chairman and Chief Executive
Officer of the Bank
</TABLE>
The following biographical information is provided for the nominee as
indicated above:
Brett N. Silvers
Brett N. Silvers has served as Chairman of the Board, Chief Executive
Officer and President of the Company and Chairman of the Board and Chief
Executive Officer of the Bank since 1988. Mr. Silvers served as President of
the Bank from 1988 until December 1998.
If at the time of the Annual Meeting the nominee should be unable to serve
or should decline to serve, the discretionary authority provided in the
proxies may be exercised to vote for a substitute or substitutes, who would be
designated by the Board of Directors of the Company, and would be elected to
the same class or classes as the nominee. The By-laws of the Company provide
that any shareholder of the Company may make nominations for the election of
Directors by providing written notice to the Secretary of the Company not less
than one-hundred twenty (120) days nor more than one-hundred fifty (150) days
prior to the anniversary date of the prior year's proxy statement.
An affirmative vote of a majority of the shares of Common Stock of the
Company represented in person or by proxy at the Annual Meeting is necessary
for the election of the individual named above. There is no cumulative voting
in elections of directors of the Company. Unless otherwise specified, proxies
will be voted in favor of the nominated individual.
The Board of Directors of the Company recommends that the shareholders vote
"FOR" the election of the nominee listed above.
4
<PAGE>
Continuing Directors
Detailed below is certain information about those Directors of the Company
whose terms of office do not expire at the Annual Meeting and who consequently
are not nominees for re-election at the Annual Meeting.
<TABLE>
<CAPTION>
Director of Term of
Company Office will
Class Name Age Since Expire
----- ---- --- ----------- -----------
<C> <S> <C> <C> <C>
I Michael R. Carter....... 44 1997 2001
I Frank P. Longobardi..... 43 1997 2001
III Arnold L. Chase......... 47 1985 2000
III Cheryl A. Chase......... 45 1985 2000
</TABLE>
Mr. Carter is President of Carter Morse & Company and Carter Capital
Corporation, a regional investment banking firm and registered broker-dealer,
respectively. Mr. Longobardi is a partner in the certified public accounting
firm of Haggett Longobardi & Co., LLC of Glastonbury, CT. Mr. Chase is
Executive Vice President of David T. Chase Enterprises, Inc., a privately held
investment firm with diversified holdings in real estate, communications,
insurance and banking. Ms. Chase is an Executive Vice President and General
Counsel of David T. Chase Enterprises, Inc.
Each Director has been employed during the past five years in his or her
respective positions.
Bank Directors
All of the above-named Directors of the Company are also Directors of the
Bank (the "Bank Board"). In addition to the above-named Directors, Brett N.
Silvers, Leslie A. Galbraith, William J. Anderson, Brian J. Charlebois, Craig
M. Cooper, David G. Sandberg and Kenneth R. Sonenclar are also Directors of
the Bank. Effective February 24, 1999, Dean Goodermote and Douglas K. Woods
were elected as directors of the Bank.
Mr. Silvers, who is 43 years old, is Chairman of the Board and Chief
Executive Officer of the Bank and Chairman of the Board, Chief Executive
Officer and President of the Company. Ms. Galbraith, who is 37 years old, is
President, Chief Operating Officer, Chief Financial Officer and Treasurer of
the Bank and Executive Vice President, Chief Financial Officer, Secretary and
Treasurer of the Company. Mr. Anderson, who is 59 years old, retired from the
Bank in October 1997 as an Executive Vice President and currently provides
consulting services to the Bank. (See "Related Party Transactions.") Mr.
Charlebois, who is 38 years old, is Executive Vice President of the Bank. Mr.
Cooper, who is 42 years old, is Executive Vice President of Fairbank Mortgage
Corp., a regional mortgage banking lender located in Waterbury, Connecticut.
Mr. Goodermote, who is 45 years old, is President and Chief Executive Officer
of Process Software Corp. a software development company. Mr. Sandberg, who is
48 years old, is a partner in The Cornerstone Companies, a commercial real
estate firm, and is President of Cornerstone Capital Advisors, Inc., a
regional investment advisor. Mr. Sandberg is also a Co-General Partner of
Edgewater Cove Associates LP, which owns and operates a community shopping
center in East Patchogue, New York and is currently a debtor in Chapter 11
proceedings. Mr. Sonenclar, who is 44 years old, is President of Classics
Interactive, Inc., an independent management consulting firm. Mr. Woods, who
is 38 years old, is President and Chief Executive Officer of Liberty Precision
Industries, an automation manufacturing company. Directors of the Bank are
elected annually for a one-year term.
Other Information About the Board and its Committees
Attendance of Directors
The Company and Bank Boards generally meet every other month. Each of the
Boards of Directors may have additional special meetings upon the request of
the Chairman of the Board and President or a majority of their respective
Directors. During the year ended December 31, 1998, the Company Board met
seven times and the Bank Board met ten times.
5
<PAGE>
Compensation of Directors
Non-employee Directors of the Company and the Bank are compensated in the
form of an annual retainer and fees for each meeting attended. For 1998,
annual retainers were $2,500 for Directors of the Company, $10,000 for
Directors of the Bank, and $2,500 for members of the Audit and Loan
Committees. In addition, Directors received a $275 fee for each board or
committee meeting attended. Effective April 1999, each Committee Chairman will
receive an annual retainer of $5,000 and all Board and Committee members will
receive a $750 meeting fee. There will be no special retainer for Audit or
Loan Committee members.
The Company's Amended and Restated 1996 Stock Option Plans (1996 Plan)
provide that immediately after the annual meeting of shareholders of the
Company each year during the term of the 1996 Plan, non-employee directors of
the Company or the Bank who physically attend at least 80% of the number of
Company Board or Bank Board meetings (including applicable committee
meetings), as applicable, in the preceding year will be granted options to
purchase 1,000 shares of Common Stock. Directors of the Company who are also
directors of the Bank will be entitled to receive only one 1,000 share stock
option in any year. Options granted pursuant to the 1996 Plan will generally
vest ratably over four years and expire ten years after grant.
Committees Of The Boards Of Directors
The Company Board and the Bank Board have appointed certain committees.
Among these committees are the Executive Committee, the Audit Committee, the
CRA Committee, the Loan Committee, the Human Resources Committee and the
Technology Committee. Certain committee changes were made during 1998 as noted
below, or in February 1999 with the addition to the Bank Board of Messrs.
Goodermote and Woods.
The Executive Committee of the Bank Board meets on an ad hoc basis when
empowered by the full Bank Board to take action on projects which may arise
from time to time requiring more diligence or additional consultations with
management or others. The Executive Committee of the Bank Board is comprised
of Messrs. Silvers and Chase and Ms. Chase and is chaired by Mr. Silvers.
During 1998, no meetings of the Executive Committee were held.
The Audit Committee of the Company Board reviews the scope and results of
the annual audit of the Company's consolidated financial statements conducted
by the Company's independent accountants, the scope of other services provided
by the Company's independent accountants, proposed changes in the Company's
financial and accounting standards and principles, and the Company's policies
and procedures with respect to its internal loan review system, regulatory
compliance, internal accounting, and auditing and financial controls, and
makes recommendations to the Company Board on the engagement of the
independent accountants, as well as other matters which may come before it or
as may be directed by the Company Board. The Audit Committee of the Company
consists of Messrs. Longobardi, Chase, Carter, and Sandberg and Ms. Chase and
is chaired by Mr. Longobardi. During 1998, twelve meetings of the Audit
Committee were held. Effective February 1999, the Loan Committee assumed
oversight responsibility of the Company's policies and procedures with respect
to its internal loan review systems and the Audit Committee assumed oversight
responsibility of the Bank's compliance with the Community Reinvestment Act
(CRA).
The CRA Committee of the Bank Board has been responsible for overseeing,
coordinating and evaluating the Bank's performance under the Community
Reinvestment Act. The Committee reviewed specific policies and policy
statements and assessed the Bank's compliance with those policies and overall
compliance with federal law. The CRA Committee of the Bank consisted of
Messrs. Anderson, Charlebois, and Cooper and Ms. Galbraith and was chaired by
Mr. Anderson. During 1998, two meetings of the CRA Committee were held.
Effective February 1999, oversight responsibility for CRA compliance was
vested with the Audit Committee.
The Loan Committee of the Bank Board is responsible for reviewing and
approving loans made to borrowers in amounts greater than the authority vested
with the Company's Division Executives and, effective February 1999, the
Committee assumed oversight responsibility for the Company's internal loan
review policies and procedures. For 1998, the Loan Committee of the Bank
consisted of Messrs. Charlebois, Sandberg, and Longobardi and Ms. Chase and
was chaired by Mr. Charlebois. In December 1998, Mr. Silvers was appointed as
6
<PAGE>
Chairman of the Loan Committee. Effective February 1999, Mr. Carter was
appointed as Committee Chairman and Mr. Woods was appointed to the Committee.
During 1998, four meetings of the Loan Committee were held.
The Human Resources Committee of the Bank Board determines the compensation
policies and programs of the Bank, subject to final approval by the Bank
Board. For 1998, the Human Resources Committee consisted of Messrs. Sandberg,
Chase, Anderson, Carter, and Longobardi and was chaired by Mr. Sandberg.
Effective February 1999, the Committee was comprised of Messrs. Anderson,
Chase, Sandberg and Longobardi and is chaired by Mr. Anderson. During 1998,
five meetings of the Human Resources Committee were held.
The Technology Committee of the Bank Board is responsible for monitoring
technological aspects of the Bank's delivery systems. For 1998, the Technology
Committee consisted of Messrs. Sonenclar, Anderson, Charlebois, Chase and
Cooper and was chaired by Mr. Sonenclar. Effective February 1999, the
Committee is comprised of Messrs. Sonenclar, Chase, Cooper and Goodermote and
is chaired by Mr. Sonenclar. During 1998, four meetings of the Technology
Committee were held.
Compensation of Executive Principal Officers
The following table sets forth aggregate cash compensation paid by the
Company over the past two calendar years to each of the most highly
compensated executive officers of the Company or the Bank (the "Named
Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
----------------
Annual Compensation Number of Shares
Name and Principal ---------------------- Underlying All Other
Position Year Salary Bonus Options Granted Compensation
------------------ ---- -------- -------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Brett N. Silvers......... 1998 $310,961 $100,000 -- $ 12,720(2)
Chairman, Chief 1997 $286,751 -- -- $527,053(3)
Executive Officer and
President of the Company
and Chairman and Chief
Executive Officer of the
Bank(1)
Leslie A. Galbraith...... 1998 $162,452 $ 95,500 20,000 $ 9,114(2)
Executive Vice 1997 $145,258 $ 86,000 86,250 $ 7,428(2)
President, Chief
Financial Officer,
Secretary and Treasurer
of the Company and
President, Chief
Operating Officer, Chief
Financial Officer and
Treasurer of the Bank(4)
</TABLE>
- --------
Notes of Explanation:
(1) Prior to December 2, 1998, Mr. Silvers was also President of the Bank.
(2) Represents contributions to the Company's 401(k) Plan made by the Company
on the Named Executive Officer's behalf and the imputed value of life
insurance premiums paid by the Company.
(3) Includes approximately $518,000 which represents the forgiveness by the
Company upon completion of the Company's public offering of certain
interest payments and reimbursement of the tax liabilities associated
therewith with respect to a promissory note issued by Mr. Silvers to the
Company. See "Employment Agreements." Also, includes contributions to the
Company's 401(k) Plan made by the Company on Mr. Silvers' behalf and the
imputed value of life insurance premiums paid by the Company.
(4) On December 2, 1998 Ms. Galbraith became President and Chief Operating
Officer of the Bank and ceased being Executive Vice President and
Secretary of the Bank.
7
<PAGE>
Option Grants in Last Fiscal Year
The following table provides information regarding stock options granted to
Named Executive Officers in 1998.
<TABLE>
<CAPTION>
Individual Grants
---------------------
Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates of Stock
Securities Granted to Price Appreciation
Underlying Employees Exercise For Option Term(1)
Options In Fiscal Price ----------------------
Name Granted Year ($/Share) Expiration Date 5% 10%
- ---- ---------- ---------- --------- ---------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Brett N. Silvers........ -- -- -- -- -- --
Leslie A. Galbraith..... 20,000 9.24% $15.375 January 27, 2008 $ 193,385 $ 490,076
</TABLE>
- --------
Note of Explanation:
(1) Represents the hypothetical gain, on a pre-tax basis, that could be
achieved for the options if exercised at the end of the option terms.
These gains are based on assumed rates of stock price appreciation of 5%
and 10% compounded annually from the date the respective options were
granted to their expiration dates. There can be no assurance that the
stock price will appreciate at the rates shown in this table.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table shows stock option exercises by the Named Executive
Officers, including the aggregate value realized upon such exercise. "Value
Realized Upon Exercise" represents the excess of the closing price of the
Common Stock of the Company on the date of exercise over the exercise price.
In addition, this table includes the number of shares remaining unexercised
underlying both "exercisable" (i.e., vested) and "unexercisable" (i.e.,
unvested) stock options as of December 31, 1998. Also, reported are the values
of "in-the-money" options, which represent the positive spread between the
exercise price of any such existing stock options and the year-end price of
the Common Stock of the Company of $8.625.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Value Options At Fiscal Year- In-The-Money Options At
Acquired Realized End Fiscal Year-End
Upon Upon ------------------------- -------------------------
Name Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Brett N. Silvers........ -- -- -- -- -- --
Leslie A. Galbraith..... 14,000 $81,625 53,240 78,991 $261,685 $280,473
</TABLE>
Executive Officers of the Company and the Bank
The names and ages of the Executive Officers of the Company and the Bank and
each Executive Officer's position with the Company or the Bank is listed
below.
<TABLE>
<CAPTION>
Name Age Positions and Offices with the Company or the Bank
- ---- --- --------------------------------------------------
<S> <C> <C>
Brett N. Silvers........ 43 Chairman of the Board, Chief Executive Officer and President of
the Company and Chairman of the Board and Chief Executive
Officer of the Bank
Leslie A. Galbraith..... 37 Executive Vice President, Chief Financial Officer, Secretary and
Treasurer of the Company and President, Chief Operating
Officer, Chief Financial Officer and Treasurer of the Bank
</TABLE>
Mr. Silvers has served as Chairman of the Board, Chief Executive Officer and
President of the Company and as Chairman of the Board and Chief Executive
Officer of the Bank since 1988. Mr. Silvers served as President of the Bank
from 1988 until December 1998. Ms. Galbraith has served as Chief Financial
Officer and Treasurer of the Company since October 1990 and as Secretary of
the Company since March 1992. Since joining the Company, Ms. Galbraith has
also been Vice President and Senior Vice President of the Company and is
8
<PAGE>
currently an Executive Vice President of the Company. Ms. Galbraith has also
served as Chief Financial Officer and Treasurer of the Bank since October 1990
and as President and Chief Operating Officer of the Bank since December 1998.
Ms. Galbraith served as Secretary of the Bank from 1992 to December 1998.
Human Resources Committee Report
The Human Resources Committee of the Bank represents both the Company and
the Bank and is responsible for establishing the compensation policies of the
Company and the Bank. The Human Resources Committee consists of Directors who
are not officers or employees of the Company.
The Committee's primary responsibilities are to provide independent review
and oversight and promote corporate accountability for executive compensation,
approve performance and base compensation policies for executive management
and employees, approve incentive plans, and to provide oversight of Company
benefit programs.
Pursuant to rules of the Securities and Exchange Commission, set forth below
is a report prepared by the Company's and the Bank's Board Human Resources
Committee addressing the Company's and the Bank's compensation policies for
1998 as they affected Mr. Silvers, the Company's chief executive officer, and
Ms. Galbraith, the Company's Executive Vice President.
Relationship of Performance Under Compensation Plans:
The Company's executive officer compensation program consists of three
primary components: base salary, discretionary annual bonuses, and grants of
stock options. Through these components, the Company is committed to providing
an executive officer compensation program that helps to attract and retain
highly qualified executive officers.
Each executive officer's annual performance serves as the basis for making
adjustments to base salary. Individual performance evaluations are closely
tied to achievement of short as well as long term goals and objectives,
individual initiative, team-building skills, level of responsibility and
above-average corporate performance.
The Human Resources Committee also endorses the position that stock
ownership by management and stock-based performance compensation arrangements
are beneficial in aligning management's and shareholders' interests in the
enhancement of shareholder value. Thus, the Committee has incorporated and
will further incorporate these elements in designing the compensation packages
of the Company's executive officers.
CEO Compensation:
Mr. Silvers serves the Company and the Bank pursuant to an employment
agreement dated June 30, 1994, as amended on July 3, 1997, which provides for
his employment as Chairman and Chief Executive Officer of the Bank and as
Chairman, Chief Executive Officer and President of the Company through
December 31, 2000. The terms of Mr. Silvers' contract were negotiated at arms-
length. See "Employment Agreements."
Compensation of Other Named Executive Officer:
Leslie A. Galbraith entered into an Employment Agreement with the Bank. This
agreement specifies the terms of employment. See "Employment Agreements."
Members of the Human Resources Committee
David G. Sandberg, Chair
William J. Anderson
Michael R. Carter
Arnold L. Chase
Frank P. Longobardi
9
<PAGE>
Related Party Transactions
As described below under "Human Resources Committee Interlocks and Insider
Participation," the Bank engages in banking transactions with directors and
officers of the Company, and with their associates.
On April 15, 1994, the Company issued 614,600 shares of Common Stock to
Brett N. Silvers, Chairman of the Board and President of the Company and the
Bank, for an aggregate purchase price of $1,037,796, or $1.69 per share. Mr.
Silvers delivered to the Company, as payment of the purchase price, $17,560 in
cash and a promissory note in the principal amount of $1,020,236 (the "First
Note"). To secure the payment of the First Note, Mr. Silvers pledged all
614,600 shares of the Common Stock to the Company. No principal or interest
was payable under the First Note prior to December 31, 2000. The interest
accrued on the First Note, and any interest that would have accrued in the
future, was forgiven by the Company upon completion of the Company's public
offering in September 1997; in addition to such forgiveness of interest, the
Company paid a bonus to Mr. Silvers in the amount of his resulting income tax
liability. See "Employment Agreements."
On January 27, 1999, the Company agreed to forgive the remaining principal
balance of the First Note and to release the 614,600 shares of Common Stock
from the pledge; in addition to such forgiveness of principal, the Company
agreed to pay a bonus to Mr. Silvers in the amount of his resulting income tax
liability. See "Employment Agreements."
On January 27, 1999, the Company also agreed to issue an additional 200,000
shares of Common Stock to Mr. Silvers, for an aggregate purchase price of
$2,000,000, or $10 per share, which was the closing price of shares of Common
Stock as listed on Nasdaq on that date. On or about March 31, 1999, Mr.
Silvers will deliver to the Company, as payment of the purchase price, $20,000
in cash and a promissory note in the principal amount of $1,980,000 (the
"Second Note"). To secure the payment of the Second Note, Mr. Silvers will,
upon payment of the purchase price, pledge all 200,000 shares of the Common
Stock to the Company. No principal or interest is payable under the Second
Note prior to April 1, 2002. The interest and principal of the Second Note may
be forgiven by the Company in certain circumstances. In addition to any
possible future forgiveness, the Company agreed to provide a reimbursement to
Mr. Silvers for all tax liabilities associated with such forgiveness. See
"Employment Agreements".
On September 16, 1997, the Bank entered into a Consulting and Non-
Competition Agreement with William J. Anderson, who retired as an Executive
Vice President of the Bank in October 1997 and is a Director of the Bank.
Pursuant to the agreement, as amended as of March 1, 1999, Mr. Anderson agrees
to assist the Bank in business development and other matters from time to
time. Mr. Anderson will be paid $60,000 annually until December 31, 2005 under
the agreement.
The Company and the Bank obtained legal services during 1998, and anticipate
obtaining such services in 1999, from the law firm of Bingham Dana LLP. Bruce
C. Silvers, a partner at Bingham Dana LLP, is the brother of Brett N. Silvers,
Chairman of the Board, Chief Executive Officer and President of the Company
and Chairman of the Board and Chief Executive Officer of the Bank. Legal fees
paid to Bingham Dana LLP for 1998 aggregated $573,303.
The Bank has had, and expects to have in the future, various loan and other
banking transactions in the ordinary course of business with the directors,
executive officers and principal shareholders of the Company, the Bank and
entities with which such persons may be associated. All such transactions: (i)
have been and will be made in the ordinary course of business; (ii) have been
and will be made on substantially the same terms, including interest rates and
collateral on loans, as those prevailing at the time for comparable
transactions with unrelated persons; and (iii) in the opinion of management do
not and will not involve more than the normal risk of collectibility or
otherwise present other terms less favorable to the Bank than would otherwise
be obtained with unrelated persons. As of December 31, 1998, the total dollar
amount of extensions of credit to Directors and Named Executive Officers and
any of their associates was approximately $2.6 million, which represented
approximately 5.4% of total stockholders' equity as of such date.
10
<PAGE>
Human Resources Committee Interlocks and Insider Participation
During 1998, the Human Resources Committee included David G. Sandberg,
William J. Anderson, Michael R. Carter, Arnold L. Chase and Frank P.
Longobardi, all of whom were independent, non-employee Directors of either the
Company or the Bank.
Employment Agreements
Brett N. Silvers entered into an employment agreement with the Company and
the Bank, dated as of June 30, 1994, as amended July 3, 1997, pursuant to
which Mr. Silvers is employed as the Chairman of the Board, Chief Executive
Officer, and President of the Company and as Chairman of the Board and Chief
Executive Officer of the Bank. The employment agreement provides for a base
annual salary of $300,000 for the twelve month period ending March 31, 1998,
increasing by 5% on April 1st of each year thereafter, plus various benefits
including club memberships, life insurance, and use of an automobile. The term
of the agreement extends through December 31, 2000. If there is a material
change in the authority and responsibility of Mr. Silvers, Mr. Silvers will
have the right to terminate his employment and to receive severance pay equal
to one year's salary. If the employment of Mr. Silvers is terminated by the
Company without cause (as defined in the agreement), Mr. Silvers will have the
right to receive severance pay equal to one year's salary.
In addition to the base annual salary, the employment agreement contemplates
that the Company Board may award annual discretionary performance bonuses to
Mr. Silvers in 1998, 1999 and 2000. The interest accrued on the promissory
note delivered by Mr. Silvers to the Company in connection with Mr. Silvers'
purchase of Common Stock in 1994 (see "Related Party Transactions"), and any
interest that would have accrued in the future, was forgiven by the Company
upon consummation of the Company's public offering in September 1997; in
addition to such forgiveness of interest, the Company paid a bonus to Mr.
Silvers in the amount of his resulting income tax liability.
On January 27, 1999, the Company agreed to increase Mr. Silvers' base annual
salary to $375,000 per year, beginning retroactively from January 1, 1999, and
agreed that, rather than such salary increasing by 5% annually thereafter,
subsequent annual increases shall be determined by and will be at the sole
discretion of the Company Board. The Company also agreed to award to Mr.
Silvers a bonus of $320,000 prior to March 31, 1999. In addition, the Company
agreed to forgive the principal balance of the First Note and to release the
shares of Common Stock from the pledge therefor; in addition to such
forgiveness of principal, the Company agreed to pay a bonus to Mr. Silvers in
the amount of his resulting income tax liability.
The interest and principal of the promissory note delivered by Mr. Silvers
to the Company in connection with his purchase of an additional 200,000 shares
of Common Stock (see "Related Party Transactions") will be forgiven by the
Company, and any resulting income tax liability of Mr. Silvers will be paid by
the Company, if Arnold L. Chase, Cheryl A. Chase, Rhoda L. Chase, and David T.
Chase and their affiliates (the "Chase Stockholders") dispose of 50% or more
of their beneficial ownership as of March 31, 1999 of the Common Stock of the
Company or of any successor thereto (taking into consideration adjustments for
any stock dividends, splits, combinations or exchanges, or otherwise
subsequent to March 31, 1999), and the average price per share of Common Stock
of the Company received by the Chase Stockholders for all stock sold by them
to persons and entities that are not Chase Stockholders was at least $30.00
per share (taking into consideration adjustments for any stock dividends,
splits, combinations or exchanges, or otherwise subsequent to March 31, 1999)
or such lesser amount as determined at the sole discretion of the Company
Board.
The employment agreement also sets forth the agreement of the Chase
Stockholders that, if the Chase Stockholders enter into an agreement to sell
all or a majority of the shares of Common Stock of the Company owned by them,
they will cause the buyer to give Mr. Silvers the opportunity to sell the same
percentage of his shares of Common Stock of the Company as the Chase
Stockholders are selling, on the same terms as are applicable to the sale by
the Chase Stockholders.
11
<PAGE>
Leslie A. Galbraith entered into an employment agreement with the Bank,
dated August 25, 1997, as amended December 2, 1998, pursuant to which Ms.
Galbraith is employed as President, Chief Operating Officer and Chief
Financial Officer of the Bank. Ms. Galbraith's employment agreement provides
for a base annual salary at the rate of $225,000, plus various benefits
including life insurance. The term of her employment agreement extends through
December 31, 1999.
Under her employment agreement, if, within one year after a "change in
control" (as defined below) of the Company, there is a material reduction in
the authority or responsibility of Ms. Galbraith or there is an involuntary
relocation of Ms. Galbraith's place of employment to a location more than 30
miles from the current headquarters of the Bank, or if Ms. Galbraith's
employment is terminated without cause (as defined in the employment
agreement), Ms. Galbraith will have the right to terminate her employment and
to receive severance pay equal to one year's salary. In addition, all options
held by Ms. Galbraith to purchase Common Stock become immediately exercisable.
If the employment of Ms. Galbraith is otherwise terminated by the Company
without cause, Ms. Galbraith will have the right to receive severance pay
equal to one year's salary.
Under Ms. Galbraith's employment agreement, a "change in control" of the
Company is deemed to occur if Brett N. Silvers and his affiliates and Arnold
L. Chase, Cheryl A. Chase, Rhoda L. Chase, and David T. Chase and their
affiliates at any time cease in the aggregate (i) to beneficially own at least
25% of the outstanding Common Stock of the Company or any successor thereto or
(ii) to have the right to exercise at least 25% of the aggregate voting power
of the Bank or any successor thereto.
Upon execution of the employment agreement, and as provided therein, Ms.
Galbraith was granted options under the Amended and Restated 1996 Stock Option
Plans to purchase 25,000 shares of Common Stock at an exercise price of $8.50
per share. 12,500 of these options are currently exercisable. On January 27,
1999, the Company agreed to grant Ms. Galbraith additional options under the
Amended and Restated 1996 Stock Option Plans to purchase 40,000 shares of
Common Stock at an exercise price of $10.00 per share. None of these options
are currently exercisable.
12
<PAGE>
Performance Graph
The following table compares the total return on the Company's Common Stock
for the period September 23, 1997 (the date of the Company's public offering
of its Common Stock) through February 28, 1999 against the cumulative total
returns on the NASDAQ Stock Market Index (U.S.) and the NASDAQ Financial Stock
Index during the same period. The NASDAQ Financial Index is comprised of the
100 largest financial organizations listed on the NASDAQ National Market tier
of The NASDAQ Stock Market. The stock price performance on the graph below is
not necessarily indicative of future stock price performance.
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Sept. Oct. Mar. June Sept. Dec. Feb.
1997 1997 1998 1998 1998 1998 1999
----- ---- ---- ---- ----- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market........................ 100 94 110 113 102 132 138
Nasdaq Financial Stocks.................... 100 108 114 111 92 104 104
First International Bancorp, Inc........... 100 75 100 89 59 53 68
</TABLE>
The above data assumes $100.00 invested on September 23, 1997, with all
dividends reinvested, in each of the Company's Common Stock, the NASDAQ Stock
Market Index (U.S.) and the NASDAQ Financial Stock Index.
13
<PAGE>
Security Ownership of Management
The following table sets forth information regarding the ownership of Common
Stock of the Company as of February 28, 1999 by each of the Directors and the
Named Executive Officers and the Directors and the Executive Officers as a
group.
<TABLE>
<CAPTION>
Name Status Beneficial Ownership(1) Percent of Class
---- ------ ----------------------- ----------------
<S> <C> <C> <C>
William J. Anderson............ (b) 33,975 *
Michael R. Carter.............. (a) 5,875 *
Brian J. Charlebois............ (b) 117,644 1.48%
Arnold L. Chase................ (a) 1,061,106(2) 13.34%
Cheryl A. Chase................ (a) 958,384(3) 12.05%
Craig M. Cooper................ (b) 10,000(4) *
Leslie A. Galbraith............ (b)(c) 113,253 1.42%
Frank P. Longobardi............ (a) 8,475(5) *
David G. Sandberg.............. (b) 14,096 *
Brett N. Silvers............... (a)(c) 614,600(6) 7.73%
Kenneth R. Sonenclar........... (b) 6,050 *
Directors and Executive
Officers as a Group........... 2,943,458 37.00%
</TABLE>
- --------
* Shareholdings represent less than 1.00% of class
(a) Designates Director of the Company and the Bank
(b) Designates Director of the Bank only
(c) Designates Named Executive Officer
Notes of Explanation:
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
shares are shown as beneficially owned if the person named in the table
has or shares the power to vote or direct the voting of, or the power to
dispose or to direct the disposition of, such shares. Inclusion of shares
in the table does not necessarily mean that the persons named have any
economic beneficial interest in shares set opposite their respective
names. Shares of Common Stock subject to options currently exercisable
within sixty (60) days following February 28, 1999, are deemed outstanding
for computing the share ownership and percentage of the person holding
such options, but are not deemed outstanding for computing the percentage
of any other person.
(2) Includes (i) 55,227 shares held as joint trustee with Stanley N. Bergman
for the Arnold Chase Accumulation Trust I, a trust of which Mr. Chase and
his children are the beneficiaries, (ii) 55,227 shares held as joint
trustee with Stanley N. Bergman for the Arnold Chase Accumulation Trust
II, a trust of which Mr. Chase and his children are the beneficiaries, and
(iii) 1,355 shares owned in joint tenancy with Sandra M. Chase, Mr.
Chase's wife. Does not include (i) 958,384 shares beneficially owned by
Cheryl A. Chase, Mr. Chase's sister, (ii) 112,522 shares held by the
Darland Trust, a trust which the Rothschild Trust Cayman Ltd. is trustee
and Cheryl A. Chase and her children are the primary beneficiaries, (iii)
35,000 shares owned by DTC Holdings Corporation (f/k/a American Ranger,
Inc.) a company of which Mr. Chase is a director and executive officer,
(iv) 138,169 shares owned by David T. Chase, Mr. Chase's father, and (v)
1,470,100 shares owned by Rhoda L. Chase, Mr. Chase's mother. Mr. Chase
disclaims beneficial ownership over all shares beneficially owned by Mr.
Chase's sister, father, mother, The Darland Trust, and American Ranger,
Inc. See "Continuing Directors" for Mr. Chase's biography.
(3) Includes (i) 55,227 shares held as joint trustee with Stanley N. Bergman
for the Cheryl A. Chase Accumulation Trust I, a trust of which Ms. Chase
and her children are the beneficiaries, (ii) 55,227 shares held as joint
trustee with Stanley N. Bergman for the Cheryl A. Chase Accumulation Trust
II, a trust of which Ms. Chase and her children are the beneficiaries, and
(iii) 32,039 shares are held as joint trustee with Kenneth N. Musen for
the Cheryl A. Chase Marital Trust, a trust of which Ms. Chase and her
children are the beneficiaries. Does not include (i) 1,061,106 shares
beneficially owned by Arnold L. Chase, Ms. Chase's
14
<PAGE>
brother, (ii) 112,522 shares held by the Darland Trust, a trust which the
Rothschild Trust Cayman Ltd. is trustee and Ms. Chase and her children are
the primary beneficiaries, (iii) 35,000 shares owned by DTC Holdings
Corporation (f/k/a American Ranger, Inc.) a company of which Ms. Chase is a
director, (iv) 138,169 shares owned by David T. Chase, Ms. Chase's father,
and (v) 1,470,100 shares owned by Rhoda L. Chase, Ms. Chase's mother. Ms.
Chase disclaims beneficial ownership over all shares beneficially owned by
Ms. Chase's brother, mother, father, The Darland Trust, and American
Ranger, Inc.
(4) Includes 4,550 shares owned in joint tenancy with Valarie Cooper, Mr.
Cooper's wife.
(5) Includes 1,050 shares held in the name of Haggett, Longobardi & Co. LLC,
of which Mr. Longobardi is a partner and 925 shares held by Patricia
Synhorst, Mr. Longobardi's wife.
(6) Includes (i) 100,000 shares owned by The Silvers Family Trust f/b/o
Rebecca Anne Silvers, (ii) 100,000 shares owned by The Silvers Family
Trust f/b/o Claudia Belle Silvers, and (iii) 414,600 shares owned by Mr.
Silvers' wife. Does not include 200,000 shares that the Company has agreed
to issue to Mr. Silvers, which shares are expected to be issued on or
about March 31, 1999.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and 10% shareholders to file reports of
ownership (Form 3) and changes of ownership (Form 4) with respect to the
Company's Common Stock with the Securities and Exchange Commission. Executive
officers, directors and principal shareholders are required to furnish the
Company with copies of all Section 16(a) forms they file. Based upon a review
of such filings, the Company believes that all forms required to be filed by
such individuals were filed on a timely basis except that Mr. Cooper filed a
Form 5 in January 1999 to report a sale of shares completed in November 1998.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company Board, upon the recommendation of the Audit Committee, has
selected the firm of PricewaterhouseCoopers LLP, independent public
accountants, as auditors of the Company for 1999. The Company has been advised
by such firm that neither it nor any member or associate of such firm has any
relationship with the Company or the Bank other than as independent auditors.
It is expected that representatives of PricewaterhouseCoopers will be
present at the Annual Meeting of the Company and that they will have an
opportunity to make statements if they so desire and will be available to
respond to appropriate questions.
OTHER MATTERS
The Company Board knows of no additional matters which are likely to be
presented for action at the Annual Meeting other than the proposal
specifically set forth in the Notice and referred to herein. If any other
matter properly comes before the Annual Meeting for action, it is intended
that the persons named in the accompanying proxy and acting thereunder will
vote or refrain from voting in accordance with their best judgment pursuant to
the discretionary authority conferred by the proxy.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholders who desire to submit proposals for the consideration of the
Company's shareholders at its Annual Meeting of Shareholders in 2000, will be
required, pursuant to a rule of the Securities and Exchange Commission, to
deliver the proposal to the Company on or prior to December 2, 1999. Please
forward any shareholder proposals to the Secretary of the Company at the
address indicated below.
15
<PAGE>
ANNUAL REPORT
A copy of the Company's Annual Report has been mailed to all shareholders
with this Proxy Statement. The Annual Report is not to be regarded as proxy
soliciting material. Additional copies of the Annual Report may be obtained by
shareholders of the Company without charge upon written request to the
Secretary of the Company at the address indicated below.
By Order of the Board of Directors
/s/ Leslie A. Galbraith
Leslie A. Galbraith
Secretary
First International Bancorp, Inc.
280 Trumbull Street
Hartford, Connecticut 06103
April 1, 1999
16
<PAGE>
- --------------------------------------------------------------------------------
FIRST INTERNATIONAL BANCORP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
1999 ANNUAL MEETING OF SHAREHOLDERS ON APRIL 27, 1999
The undersigned hereby appoints Brett N. Silvers and Leslie A. Galbraith
and each of them proxies, each with power of substitution, to vote at the 1999
Annual Meeting of Shareholders of FIRST INTERNATIONAL BANCORP, INC., to be held
on April 27, 1999 (including any adjournments or postponements thereof), with
all the powers the undersigned would possess if personally present, as specified
on the reverse side of this ballot on the election of directors and, in
accordance with their discretion, on any other business that may come before the
meeting, and revokes all proxies previously given by the undersigned with
respect to the shares covered hereby.
(To Be Continued And Signed On The Other Side)
- --------------------------------------------------------------------------------
[FOLD AND DETACH HERE]
- --------------------------------------------------------------------------------
<PAGE>
Please mark
your vote as [X]
indicated in
this example
ELECTION OF DIRECTORS
FOR the nominee WITHHOLD Nominee: Brett N. Silvers
listed to the right AUTHORITY
to vote for the nominee
at right
[_] [_]
This proxy when properly executed will be voted in the manner directed herein by
the shareholder. If no contrary specification is made, this proxy will be voted
FOR the selection of the nominees of the Board of Directors and upon such other
business as may properly come before the meeting in the appointed proxies'
discretion.
Please date, sign as name appears hereon, and return this proxy in the enclosed
envelope, whether or not you expect to attend the meeting. You may
nevertheless vote in person of you do attend.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of 1999 Annual Meeting of Shareholders and related Proxy Statement.
Signature_________________________Signature_________________________Date________
NOTE: (Executors, administrators, trustees, custodians, etc. should indicate
capacity in which signing. When stock is held in the name of more than one
person, each person should sign the proxy.)
- --------------------------------------------------------------------------------
[FOLD AND DETACH HERE]
