FIRST INTERNATIONAL BANCORP INC, PRE 14A, 2000-03-21

FIRST INTERNATIONAL BANCORP INC
PRE 14A, 2000-03-21
BLANK CHECKS

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<PAGE> 1

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:

<TABLE>
<S> <C>
[x] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a
</TABLE>

First International Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(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:

------------------------------------------------------------------------
<PAGE> 2

[FIRST INTERNL BANK LOGO]

280 Trumbull Street
Hartford, Connecticut 06103
(860) 727-0700

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 2, 2000

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, 315 Trumbull Street, Hartford, Connecticut
on Tuesday, May 2, 2000 at 4 p.m. for the following purposes:

1. To elect two Directors for three-year terms;

2. To approve the First International Bancorp, Inc. 2000 Stock Option Plan
and the reservation of 150,000 shares of the Company's common stock for
issuance upon exercise of stock options granted under the plan;

3. To ratify the January 27, 1999 sale of 200,000 shares of the Company's
common stock to its Chairman, President and Chief Executive Officer; and

4. To transact any other business as may properly come before the meeting,
or any adjournment thereof.

The close of business on March 24, 2000 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,

Brett N. Silvers
Chairman of the Board, President and
Chief Executive Officer

Hartford, Connecticut
April 3, 2000
<PAGE> 3

PROXY STATEMENT

FIRST INTERNATIONAL BANCORP, INC.
280 TRUMBULL STREET
HARTFORD, CONNECTICUT 06103

ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 2000

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 at the Hartford Hilton Hotel, 315
Trumbull Street, Hartford, Connecticut on Tuesday, May 2, 2000 at 4:00 p.m. and
at any adjournments of that meeting. Shareholders of record at the close of
business on March 24, 2000 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 7, 2000.

Proxies in the form enclosed are solicited by the Board of Directors of the
Company. Any 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 directors of the Company, of the nominees named in this
Proxy Statement; FOR the approval of the Company's 2000 Stock Option Plan and
the reservation of 150,000 shares of Common Stock under that plan; and FOR the
ratification of the January 27, 1999 sale of 200,000 shares of Common Stock to
its Chairman, President and Chief Executive Officer. 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 under
that proxy will vote or refrain from voting in accordance with their best
judgment pursuant to the discretionary authority conferred by that 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 that 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
that 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 (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 held of record by these
brokers, custodians, nominees or other fiduciaries.

Written notice of the results of the voting at the Annual Meeting or
adjournments of the meeting 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 24, 2000, the record date for the Annual Meeting, except as
noted in Note 4 below, all of the [8,260,000] shares of Common Stock outstanding
were entitled to vote at the Annual Meeting. Fractional shares are not entitled
to be voted, but each full share of Common Stock entitles the holder of that
share to one vote on all matters properly brought before the Annual Meeting. At
present, Common Stock is the only class of capital stock of the Company that is
issued and outstanding.
<PAGE> 4

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 the Common Stock as of February 1, 2000.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF NOTES OF
OF BENEFICIAL OWNER OWNERSHIP(1) CLASS EXPLANATION
- ------------------- ------------ ---------- -----------
<S> <C> <C> <C>
Arnold L. Chase.................................. 1,947,606 23.58% (2)
c/o David T. Chase Enterprises, Inc.
280 Trumbull Street
Hartford, CT 06103
Cheryl A. Chase.................................. 1,774,884 21.49% (3)
c/o David T. Chase Enterprises, Inc.
280 Trumbull Street
Hartford, CT 06103
Brett N. Silvers................................. 814,600 9.86% (4)
c/o First International Bank
280 Trumbull Street
Hartford, CT 06103
T. Rowe Price.................................... 509,000 6.16% (5)
Associates, 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. Shares of
Common Stock subject to options currently exercisable within sixty (60) days
following February 1, 2000 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, (iii) 1,355
shares owned in joint tenancy with Sandra M. Chase, Mr. Chase's wife, (iv)
816,500 shares held as joint trustee with Kenneth N. Musen for The Arnold L.
Chase Family Spray Trust, a trust of which Arnold L. Chase and his children
are the beneficiaries, and (v) 250 exercisable options to purchase common
stock.

Does not include (i) 1,774,884 shares beneficially owned by Cheryl A. Chase,
Mr. Chase's sister, (ii) 182,522 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) 138,169 shares owned by David
T. Chase, Mr. Chase's father, and (iv) 55,000 shares owned by DTC Holdings
Corporation a company of which Mr. Chase is a director and executive
officer. Mr. Chase disclaims beneficial ownership over all shares
beneficially owned by Mr. Chase's sister, father, The Darland Trust, and DTC
Holdings Corporation. See "Nominees for Director of the Company" 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, (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, (iv) 816,500 shares held as joint trustee with Kenneth N.
Musen for

2
<PAGE> 5

The Cheryl Anne Chase Family Spray Trust, a trust of which Cheryl A. Chase and
her children are the beneficiaries, and (v) 250 exercisable options to purchase
common stock.

Does not include (i) 1,947,606 shares beneficially owned by Arnold L. Chase,
Ms. Chase's sister, (ii) 182,522 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) 138,169 shares owned by David
T. Chase, Mr. Chase's father, and (iv) 55,000 shares owned by DTC Holdings
Corporation a company of which Mr. Chase is a director and executive
officer. Ms. Chase disclaims beneficial ownership over all shares
beneficially owned by Ms. Chase's brother, father, The Darland Trust, and
DTC Holdings Corporation. See "Nominees for Director of the Company" for Ms.
Chase's biography.

(4) 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.
Also includes 200,000 shares which were sold by the Company to Mr. Silvers
and which sale is the subject of Proposal Number 3. These 200,000 shares
will not be voted at the Company's Annual Meeting. See "Ratification of the
January 27, 1999 sale of 200,000 shares of the Company's Common Stock to its
Chairman, President and Chief Executive Officer -- Proposal Number 3." 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 "Executive Officers of the Company and the Bank" for Mr. Silvers'
biography.

(5) These securities are owned by various individual and institutional investors
including T. Rowe Price Small-Cap Value Fund, Inc. (which owns 470,000
shares, representing 5.69% of the shares outstanding) which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.

ELECTION OF DIRECTORS
(PROPOSAL NUMBER 1)

The By-laws of the Company stipulate that the business and affairs of the
Company are to be managed by a Board of Directors (the "Company Board"), which
is to 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.

NOMINEES FOR DIRECTORS OF THE COMPANY

The following table sets forth the name and address of the nominees for
Directors of the Company, their principal occupation, age and period of service
as directors of the Company. Information regarding ownership of shares of Common
Stock as of February 1, 2000 may be found at "Security Ownership of Management."
The nominees set forth below have been nominated for three-year terms expiring
in the year 2003.

<TABLE>
<CAPTION>
DIRECTOR OF THE
COMPANY
CLASS NAME AGE PRINCIPAL OCCUPATION SINCE
- ----- --------------- --- ------------------------------------ ---------------
<S> <C> <C> <C> <C>
III Arnold L. Chase 48 Executive Vice President of David T. 1985
Chase Enterprises, Inc.
III Cheryl A. Chase 46 Executive Vice President and General 1985
Counsel of David T. Chase
Enterprises, Inc.
</TABLE>

The following biographical information is provided for the nominees as
indicated above:

Arnold L. Chase has been a Director of the Company since 1985 and a
Director of the Bank since 1972. Mr. Chase is Executive Vice President of David
T. Chase Enterprises, Inc., a diversified conglomerate with extensive holdings
in real estate, media, insurance, banking and international investments;
President of Gemini

3
<PAGE> 6

Networks, Inc., a development stage hybrid fiber coaxial company and a Director
of The United Illuminating Company, a regional distribution utility. Mr. Chase's
sister, Cheryl A. Chase, is also a Director of the Company and the Bank.

Cheryl A. Chase, Esq. has been a Director of the Company since 1985 and a
Director of the Bank since 1979. Ms. Chase is Executive Vice President of David
T. Chase Enterprises, Inc. and an Executive Vice President of Gemini Networks,
Inc. Ms. Chase's brother, Arnold L. Chase, is also a Director of the Company and
the Bank.

If, at the time of the Annual Meeting, either of the nominees is unable to
serve or declines 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 nominees. 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 represented
in person or by proxy at the Annual Meeting is necessary for the election of the
individuals 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 individuals.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED ABOVE.

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
- ----- ---- --- ----------- -----------
<S> <C> <C> <C> <C>
I Michael R. Carter........................ 45 1997 2001
I Frank P. Longobardi...................... 45 1997 2001
II Brett N. Silvers......................... 44 1988 2002
</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 & Company, LLC of Glastonbury, CT. Mr. Silvers is
Chairman of the Board, President and Chief Executive Officer of the Company, and
Chairman and Chief Executive Officer of the Bank.

Each Director has been employed during the past five years in his
respective position.

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, Cheryl A.
Chase, Arnold L. Chase, Leslie A. Galbraith, William J. Anderson, Craig M.
Cooper, Dean Goodermote, David G. Sandberg, Kenneth R. Sonenclar and Douglas K.
Woods are also Directors of the Bank. Mr. Brian Charlebois, formerly an
Executive Vice President of the Bank, was also a director of the Bank until
December 22, 1999, the date on which he resigned from the Bank's employ.

Mr. Silvers, who is 44 years old, is Chairman of the Board and Chief
Executive Officer of the Bank and Chairman of the Board, President and Chief
Executive Officer of the Company. Ms. Galbraith, who is 38 years old, is
President and Chief Operating Officer of the Bank and Executive Vice President
and Secretary

4
<PAGE> 7

of the Company. Mr. Anderson, who is 60 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. Cooper, who is 43
years old, is Executive Vice President of Fairbank Mortgage Corp., a regional
mortgage banking lender located in Waterbury, Connecticut and a director of
Fidelity First Financial Corp., a specialty finance distribution and marketing
company. Mr. Goodermote, who is 46 years old, is Chief Executive Officer and
President of Process Software Corp., a networking software development company,
and a director of Exchange Applications, Inc., a customer relationship
management software company. Mr. Sandberg, who is 49 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 Patachogue, New York, and is
currently a debtor in a Chapter 11 proceeding. Mr. Sonenclar, who is 45 years
old, is President of Classics Interactive, Inc., an independent management
consulting firm. Mr. Woods, who is 39 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 quarterly. Each of the Boards
may have additional special meetings upon the request of the Chairman of the
Board, President or a majority of their respective Directors. During the year
ended December 31, 1999, the Company Board met seven times and the Bank Board
met eight times. During the year ended December 31, 1999, no directors attended
fewer than 75% of the aggregate Company, Bank and Committee meetings for which
he or she was a member.

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. Annual retainers
are $2,500 for Directors of the Company, $10,000 for Directors of the Bank and
$5,000 for each Committee Chairman. In addition, Directors receive a $750 fee
for each board or committee meeting attended.

The Company's Amended and Restated 1996 Stock Option Plans (the "1996
Plan") provides 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 in any year options to acquire 1,000 shares.
Options granted pursuant to the 1996 Plan generally vest ratably over four years
and expire ten years after grant.

The Company's 2000 Stock Option Plan (see "Proposal Number 2") provides for
substantially identical grants to non-employee directors of the Company and the
Bank as set forth in the 1996 Plan. Assuming that the 2000 Stock Option Plan is
adopted by the shareholders of the Company at the Annual Meeting, these
provisions will replace the grants provided for in the 1996 Plan.

COMMITTEES OF THE BOARDS OF DIRECTORS

The Company Board and the Bank Board have appointed certain committees.
Among these committees are an Executive Committee, an Audit Committee, a Loan
Committee, a Human Resources Committee, a Technology Committee and a
Compensation Committee.

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 consultation with management
or outside advisors. The Executive Committee of the Bank Board is comprised

5
<PAGE> 8

of Messrs. Silvers, Chase, Longobardi and Carter and Ms. Chase and is chaired by
Mr. Silvers. During 1999, six meetings of the Executive Committee were held.

The Audit Committee of the Company Board oversees the Company's risk
management systems and in this connection reviews the scope and results of the
annual audit of the Company's consolidated financial statements conducted by the
Company's independent accountants, reviews the scope of other services provided
by the Company's independent accountants, and reviews the Company's policies and
procedures with respect to its regulatory compliance, internal accounting, and
auditing and financial control. In addition, the Audit Committee makes
recommendations to the Company Board on the engagement of its 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 1999, six meetings of the Audit Committee were held.

The Loan Committee of the Bank Board oversees the Bank's origination
policies, its credit risk management systems, including its internal loan review
policies and procedures. The Loan Committee of the Bank consists of Messrs.
Carter, Longobardi, Sandberg, Woods and Ms. Chase and is chaired by Mr. Carter.
During 1999, six 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 Company's
Compensation Committee. The Human Resources Committee consists of Messrs.
Anderson, Chase, Longobardi and Sandberg, and is chaired by Mr. Anderson. During
1999, four 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. The Technology Committee
consists of Messrs. Sonenclar, Chase, Cooper, Goodermote and Ms. Galbraith and
is chaired by Mr. Sonenclar. During 1999, four meetings of the Technology
Committee were held.

The Compensation Committee of the Company Board provides an independent
review and oversight of, and promotes corporate accountability for, executive
compensation, approves performance and base compensation policies for executive
management and employees, approves incentive plans and provides oversight of
Company benefit programs. The Compensation Committee of the Company is comprised
solely of non-management directors, Messrs. Chase, Carter and Longobardi and Ms.
Chase. The Committee is chaired by Mr. Chase. The Committee was initially
established in 1999 and held its first meeting in March 2000. Prior to the
establishment of this committee, the functions of the Compensation Committee
were performed by the Human Resources Committee.

COMPENSATION OF EXECUTIVE PRINCIPAL OFFICERS

The following table sets forth aggregate compensation paid by the Company
over the past three calendar years to each of the most highly compensated
executive officers of the Company or the Bank (the "Named Executive Officers").

6
<PAGE> 9

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
----------------
ANNUAL COMPENSATION NUMBER OF SHARES
NAME AND -------------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS GRANTED COMPENSATION
------------------ ---- -------- -------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Brett N. Silvers........... 1999 $375,000 $320,000 -- $1,682,568(2)
Chairman, President and 1998 $310,961 $100,000 -- $ 12,720(3)
Chief Executive Officer 1997 $286,751 -- -- $ 527,053(4)
of the Company and Chairman
and Chief Executive Officer
of the Bank(1)
Leslie A. Galbraith, CPA... 1999 $225,000 $150,000 40,000 $ 11,739(3)
Executive Vice President 1998 $162,452 $ 95,500 20,000 $ 9,114(3)
and Secretary of the 1997 $145,258 $ 86,000 86,250 $ 7,428(3)
Company and President and
Chief Operating Officer of
the Bank(5)
Shaun P. Williams, CPA..... 1999 $140,000 $ 26,962 3,150 $ 9,471(3)
Executive Vice President, 1998 $105,000 $ 17,559 3,500 $ 6,036(3)
Chief Financial Officer 1997 $100,000 $ 19,285 5,000 $ 3,949(3)
and Treasurer of the
Company and the Bank(6)
</TABLE>

- ---------------
NOTES OF EXPLANATION:

(1) Prior to December 2, 1998, Mr. Silvers was also President of the Bank.

(2) Includes approximately $1,667,703, which represents the forgiveness by the
Company of the principal balance and reimbursement of the tax liabilities
associated with that forgiveness of a promissory note issued by Mr. Silvers
to the Company. For more detail on that promissory note, see "Related Party
Transactions." 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.

(3) 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.

(4) 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 with that
forgiveness with respect to a promissory note issued by Mr. Silvers to the
Company. For more detail on that promissory note, see "Related Party
Transactions." 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.

(5) Prior to September 23, 1999, Ms. Galbraith was also Chief Financial Officer
and Treasurer of the Company and Bank and, prior to December 2, 1998, Ms.
Galbraith was Executive Vice President and Secretary of the Bank.

(6) Prior to September 23, 1999, Mr. Williams was employed by the Bank as Senior
Vice President, Commercial Banking.

7
<PAGE> 10

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information regarding stock options granted to
Named Executive Officers in 1999.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION -----------------------
NAME GRANTED YEAR ($/SHARE) DATE 5% 10%
---- ---------- ---------- --------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Brett N. Silvers............ -- -- -- -- -- --
Leslie A. Galbraith(2)...... 40,000 18.15% $10.00 January 27, 2009 $251,558 $637,497
Shaun P. Williams(3)........ 3,150 1.43% $10.00 January 27, 2009 $ 19,810 $ 50,203
</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.

(2) On March 15, 2000, the Company agreed to grant Ms. Galbraith additional
options under the Company's Stock Option Plans to purchase 25,000 shares of
Common Stock at an exercise price of $8.00 per share. These options are
currently exercisable.

(3) On March 2, 2000, the Company agreed to grant Mr. Williams additional
options under the Company's Stock Option Plans to purchase 15,000 shares of
Common Stock at an exercise price of $8.00 per share. These options are
currently exercisable.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The Named Executive Officers did not exercise any stock options in 1999.
The following table details the number of shares underlying stock options as of
December 31, 1999. All options held by the Named Executive Officers are
exercisable. 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
$8.00.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END
-------------------------- -----------------------
NAME EXERCISABLE EXERCISABLE
---- ----------- -----------
<S> <C> <C>
Brett N. Silvers................ -- --
Leslie A. Galbraith............. 172,231 $484,513
Shaun P. Williams............... 13,400 $ 9,396
</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...... 44 Chairman of the Board, President and Chief
Executive Officer of the Company and Chairman of
the Board and Chief Executive Officer of the Bank
Leslie A. Galbraith... 38 Executive Vice President and Secretary of the
Company and President and Chief Operating Officer
of the Bank
Shaun P. Williams..... 40 Executive Vice President, Chief Financial Officer
and Treasurer of the Company and the Bank
</TABLE>

8
<PAGE> 11

Mr. Silvers has served as Chairman of the Board, President and Chief
Executive Officer 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 served as Chief Financial
Officer and Treasurer of the Company from October 1990 to September 1999 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 currently an Executive Vice President of the Company. Ms. Galbraith also
served as Chief Financial Officer and Treasurer of the Bank from October 1990 to
September 1999 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. In September 1999, Mr. Williams became Chief Financial Officer
and Treasurer of the Company and the Bank. Mr. Williams has served as Vice
President and Senior Vice President of the Bank, responsible for management of
the Bank's Credit Administration and related business units, and as a lender. In
July 1997, Mr. Williams became a Commercial Banking Business Manager of the
Bank.

COMPENSATION COMMITTEE REPORT

The Compensation Committee is responsible for establishing the compensation
policies of the Company and the Bank. The Compensation 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 Compensation Committee addressing
the Company's and the Bank's compensation policies for 1999 as they affected Mr.
Silvers, the Company's chief executive officer, Ms. Galbraith, the Company's
executive vice president and Mr. Williams, the Company's chief financial officer
and 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 or 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. As discussed before, each of the
Company's executive officers is employed by the Company or Bank, as the case may
be, pursuant to the terms of an employment agreement which provides for an
initial base salary, discretionary bonus awards and, in the case of Ms.
Galbraith and Mr. Williams, annual grants of stock options. The Compensation
Committee believes that these agreements are consistent with the Company's
compensation goals.

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 Compensation 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, January 27, 1999, and
further amended on March 15, 2000, which provides for his employment as Chairman
and Chief Executive Officer of the Bank and as Chairman, President and

9
<PAGE> 12

Chief Executive Officer of the Company through June 30, 2001. The terms of Mr.
Silvers' contract were negotiated at arms-length. See "Employment Agreements"
for a more detailed discussion of these arrangements.

Compensation of Other Named Executive Officers:

Leslie A. Galbraith and Shaun P. Williams have each entered into Employment
Agreements with the Bank. These agreements specify the terms of their
employment. See "Employment Agreements" for a more detailed discussion of these
arrangements.

Members of the Compensation Committee

Arnold L. Chase, Chair
Michael R. Carter
Cheryl A. Chase
Frank P. Longobardi

RELATED PARTY TRANSACTIONS

As described below under "Compensation 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, President and Chief Executive Officer
of the Company and Chairman and Chief Executive Officer of 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 of these
shares 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
the 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 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 the
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 agreed to sell 200,000 shares of Common
Stock to Mr. Silvers in connection with the execution of an amended employment
agreement, for an aggregate purchase price of $2,000,000, or $10.00 per share,
which was the closing price of Common Stock as listed on the Nasdaq National
Market on that date. The sale of these shares to Mr. Silvers is subject to
ratification by the shareholders of the Company at the Annual Meeting. See
"Ratification of the January 27, 1999 Sale of 200,000 Shares of Common Stock to
the Company's Chairman, President and Chief Executive Officer -- Proposal Number
3." In the event that the shareholders of the Company do not ratify the sale of
these shares to Mr. Silvers, the sale will be rescinded and the other
arrangements described in this paragraph will be canceled. On March 31, 1999,
Mr. Silvers delivered to the Company, as payment of the purchase price for these
shares, $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 pledged all 200,000 of these shares 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 involving a "change in control" of the Company. In addition to any
possible future forgiveness, the Company has agreed to reimburse Mr. Silvers for
all tax liabilities associated with any future forgiveness. See "Employment
Agreements".

10
<PAGE> 13

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. Mr. Anderson remains a Director of
the Bank, however. Pursuant to this agreement, as amended as of March 1, 1999,
Mr. Anderson has agreed 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 this agreement.

The Company and the Bank obtained legal services during 1999, and
anticipate obtaining these services in 2000, 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, President and Chief Executive Officer of the
Company and Chairman of the Board and Chief Executive Officer of the Bank. Legal
fees paid to Bingham Dana LLP for 1999 aggregated $1,285,000.

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 of these 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, 1999, the total dollar
amount of extensions of credit to Directors and Named Executive Officers and any
of their associates was approximately $194,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee includes Arnold L. Chase, Michael R. Carter,
Cheryl A. 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, January 27, 1999,
and further amended on March 15, 2000, pursuant to which Mr. Silvers is employed
as the Chairman of the Board, President and Chief Executive Officer of the
Company and as Chairman and Chief Executive Officer of the Bank. The employment
agreement provides for a base annual salary of $375,000, effective January 1,
1999, with annual increases determined by, and at the sole discretion of, the
Company Board, plus various benefits including club memberships, life insurance
and use of an automobile. The term of the agreement extends through June 30,
2001. If, during the term of the agreement, there occurs 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, during the term, Mr. Silvers' employment is terminated by the
Company without "cause" (as defined in the agreement), Mr. Silvers will also
have the right to receive severance pay equal to one year's salary.

In addition to these arrangements, the employment agreement contemplates
that the Company Board and the Executive Committee of the Bank may award annual
discretionary performance bonuses to Mr. Silvers. Furthermore, 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, 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 forgive the principal balance of the First Note and to release the
shares of Common Stock from the pledge to which these shares were subject. In
addition to this forgiveness of principal, the Company paid a bonus to Mr.
Silvers in the amount of his resulting income tax liability.

The employment agreement also provides that 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" and Proposal Number 3) will be forgiven by the Company, and any
11
<PAGE> 14

resulting income tax liability of Mr. Silvers will be paid by the Company, if
(a) 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 of Common Stock as of March 31, 1999 or of any successor to
the Company (taking into consideration adjustments for any stock dividends,
splits, combinations or exchanges, or otherwise subsequent to March 31, 1999),
and (b) the average price per share of Common Stock 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 a lesser amount as determined at the
sole discretion of the Company Board.

The employment agreement also provides that if the Chase Stockholders enter
into an agreement to sell all or a majority of the Common Stock 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 as the Chase Stockholders are selling,
on the same terms as are applicable to the sale of shares by the Chase
Stockholders.

Further, in connection with the January 27, 1999 amendment of Mr. Silvers'
employment agreement, the Company and Mr. Silvers' wife, Nancy W. Silvers, and
the Silvers Family Trust (collectively, the "Silvers Family Stockholders"), to
whom all of Mr. Silvers' shares of Common Stock have been transferred, have
entered into a Registration Rights Agreement dated March 31, 1999. Under this
Registration Rights Agreement, the Silvers Family Stockholders have the right,
under certain circumstances, to require that the Company register all or a
portion of their shares of Common Stock under the Securities Act of 1933, as
amended. In addition, the Silvers Family Stockholders have the right to
participate in future underwritten public offerings of shares of Common Stock by
the Company.

Leslie A. Galbraith entered into an employment agreement with the Bank,
dated March 15, 2000, pursuant to which Ms. Galbraith is employed as President
and Chief Operating 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 and disability insurance. The term of her employment
agreement extends through June 30, 2001.

On March 15, 2000, the Company agreed to grant Ms. Galbraith additional
options under the Company's Stock Option Plans to purchase 25,000 shares of
Common Stock at an exercise price of $8.00 per share. These options are
currently exercisable.

Shaun P. Williams entered into an employment agreement with the Bank, dated
March 6, 2000, pursuant to which Mr. Williams is employed as Executive Vice
President, Chief Financial Officer and Treasurer of both the Company and the
Bank. Mr. Williams' employment agreement provides for a base annual salary at
the rate of $155,000, plus various benefits including life and disability
insurance. The term of his employment agreement extends through February 28,
2002. On March 2, 2000, the Company agreed to grant Mr. Williams additional
options under the Company's Stock Option Plans to purchase 15,000 shares of
Common Stock at an exercise price of $8.00 per share. These options are
currently exercisable.

Under their respective employment agreements, if, (i) 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 Mr. Williams or
there is an involuntary relocation of his or her place of employment to a
location more than 40 miles from the current headquarters of the Bank, or (ii)
if his or her employment is terminated "without cause" (as defined in the
employment agreement), he or she will have the right to terminate employment and
to receive severance pay equal to one year's salary. In addition, all options
held to purchase Common Stock become immediately exercisable. If, outside of the
context of a "change in control" of the Company, the employment of Ms. Galbraith
or Mr. Williams is otherwise terminated by the Company "without cause," he or
she will have the right to receive severance pay equal to one year's salary.

Under these employment agreements, a "change in control" of the Company is
deemed to occur if Brett N. Silvers and his affiliates and the Chase
Stockholders at any time cease in the aggregate to beneficially own at least 25%
of the outstanding Common Stock or of any successor to the Company.

12
<PAGE> 15

PERFORMANCE GRAPH

The following table compares the total return on Common Stock for the
period September 23, 1997 (the date of the Company's public offering of Common
Stock) through December 31, 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.
[NASDAQ PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
FIRST INTERNATIONAL BANCORP,
NASDAQ STOCK MARKET NASDAQ FINANCIAL STOCKS INC.
------------------- ----------------------- ----------------------------
<S> <C> <C> <C>
Sept. 1997 100.00 100.00 100.00
Oct. 1997 94.00 108.00 75.00
Mar. 1998 110.00 114.00 100.00
June 1998 113.00 111.00 89.00
Sept. 1998 102.00 92.00 59.00
Dec. 1998 132.00 105.00 53.00
Mar. 1999 148.00 103.00 59.00
June 1999 162.00 115.00 81.00
Sept. 1999 165.00 106.00 62.00
Dec. 1999 240.00 103.00 50.00
</TABLE>

<TABLE>
<CAPTION>
SEPT. OCT. MAR. JUNE SEPT. DEC. MAR. JUNE SEPT. DEC.
1997 1997 1998 1998 1998 1998 1999 1999 1999 1999
----- ---- ---- ---- ----- ---- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market.......................... 100 94 110 113 102 132 148 162 165 240
Nasdaq Financial Stocks...................... 100 108 114 111 92 105 103 115 106 103
First International Bancorp, Inc. ........... 100 75 100 89 59 53 59 81 62 50
</TABLE>

This data assumes $100.00 invested on September 23, 1997, with all
dividends reinvested, in each of the Common Stock, the NASDAQ Stock Market Index
(U.S.) and the NASDAQ Financial Stock Index.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding the ownership of the
Common Stock as of February 1, 2000 by each of the Directors and the Named
Executive Officers and the Directors and the Executive Officers as a group.

<TABLE>
<CAPTION>
BENEFICIAL PERCENT
NAME STATUS OWNERSHIP(1) OF CLASS
- ---- ------ ------------ --------
<S> <C> <C> <C>
William J. Anderson.................................. (b) 34,225 *
Michael R. Carter.................................... (a) 6,125 *
Arnold L. Chase...................................... (a) 1,947,606(2) 23.58 %
Cheryl A. Chase...................................... (a) 1,774,884(3) 21.49 %
Craig M. Cooper...................................... (b) 250 *
Leslie A. Galbraith.................................. (b)(c) 211,931 2.57 %
Dean Goodermote...................................... (b) 88 *
Frank P. Longobardi.................................. (a) 8,725(4) *
David G. Sandberg.................................... (b) 14,346 *
Brett N. Silvers..................................... (a)(c) 814,600(5) 9.86 %
Kenneth R. Sonenclar................................. (b) 8,800 *
</TABLE>

13
<PAGE> 16

<TABLE>
<CAPTION>
BENEFICIAL PERCENT
NAME STATUS OWNERSHIP(1) OF CLASS
- ---- ------ ------------ --------
<S> <C> <C> <C>
Shaun P. Williams.................................... (c) 13,400 *
Douglas K. Woods..................................... (b) 200 *
Directors and Executive Officers as a Group.......... 4,835,180 58.54 %
</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

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 1, 2000, 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.

Does not include (i) 1,774,884 shares beneficially owned by Cheryl A.
Chase, Mr. Chase's sister, (ii) 182,522 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) 138,169 shares owned by
David T. Chase, Mr. Chase's father, and (iv) 55,000 shares owned by DTC
Holdings Corporation a company of which Mr. Chase is a director and
executive officer. Mr. Chase disclaims beneficial ownership over all shares
beneficially owned by Mr. Chase's sister, father, The Darland Trust, and
DTC Holdings Corporation. See "Nominees for Directors of the Company" for
Mr. Chase's biography.

Does not include (i) 1,947,606 shares beneficially owned by Arnold L.
Chase, Ms. Chase's brother, (ii) 182,522 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) 138,169 shares owned
by David T. Chase, Mr. Chase's father, and (iv) 55,000 shares owned by DTC
Holdings Corporation a company of which Mr. Chase is a director and
executive officer. Ms. Chase disclaims beneficial ownership over all shares
beneficially owned by Ms. Chase's brother, father, The Darland Trust, and
DTC Holdings Corporation. See "Nominees for Directors of the Company" for
Ms. Chase's biography.

14
<PAGE> 17

(4) Includes 1,050 shares held in the name of Haggett, Longobardi & Company LLC,
of which Mr. Longobardi is a partner and 925 shares held by Patricia
Synhorst, Mr. Longobardi's wife.

(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.
Also includes 200,000 shares which were sold by the Company to Mr. Silvers
and which sale is the subject of Proposal Number 3. These 200,000 shares
will not be voted at the Company's Annual Meeting. See "Ratification of the
January 27, 1999 sale of 200,000 shares of the Company's Common Stock to its
Chairman, President and Chief Executive Officer -- Proposal Number 3." 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 "Executive Officers of the Company and the Bank" for Mr. Silvers'
biography.

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 Common Stock with the
Securities and Exchange Commission. These individuals are required to furnish
the Company with copies of all Section 16(a) forms they file. Based upon a
review of these filings, the Company believes that all forms required to be
filed by these individuals were filed on a timely basis.

APPROVAL OF THE COMPANY'S
2000 STOCK OPTION PLAN
(PROPOSAL NUMBER 2)

On March 2, 2000, the Company Board adopted, subject to shareholder
approval, the First International Bancorp, Inc. 2000 Stock Option Plan (the
"2000 Plan"), the text of which is attached as Annex A to this Proxy Statement.
The material features of the 2000 Plan are discussed below, but the description
is subject to, and is qualified in its entirety by, the full text of the 2000
Plan. Shareholders are urged to read the 2000 Plan in its entirety. The 2000
Plan provides for the grant or award to officers, directors and employees of the
Company of options ("Stock Options") to purchase shares of Common Stock. The
2000 Plan is not intended to be an incentive stock option plan within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and all
Stock Options granted under the 2000 Plan will be "non-qualified" options.

Purpose

The purpose of the 2000 Plan is to attract and retain outstanding directors
and key employees through the incentives of stock ownership. The Company Board
believes that the establishment of the 2000 Plan and the provision of 150,000
shares of Common Stock to the 2000 Plan is necessary at this time in order for
the Company to attract and retain employees and directors in an extremely
competitive market. Accordingly, the Company proposes to establish the 2000 Plan
and reserve 150,000 shares of Common Stock for issuance under the plan.

Administration

The 2000 Plan and Stock Options will be administered by the Company Board.
Subject to plan provisions, the Company Board has complete authority in its
discretion to determine the persons to be granted Stock Options, the time of
granting the Stock Options, the number of shares subject to a Stock Option, the
Stock Option price, the Stock Option period, the time at which a Stock Option is
exercisable or may be settled, the method of payment and any other terms and
conditions of a Stock Option.

Subject to plan provisions, the Company Board has complete authority to
interpret the 2000 Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective Stock
Option agreements, and to make all other determinations necessary or advisable
for the

15
<PAGE> 18

administration of the 2000 Plan. Each determination made or taken pursuant to
the provisions of the 2000 Plan by the Company Board shall be final and
conclusive.

Shares Subject to Plan

A total of 150,000 shares (the "Shares") of Common Stock have been reserved
for issuance under the 2000 Plan. The aggregate number of shares of Common Stock
subject to issuance under the 2000 Plan, the numbers of shares of Common Stock
issuable upon the exercise of Stock Options granted under the 2000 Plan, the
number of shares thereafter included in each Stock Option grant, and the number,
kind and price of shares covered by any outstanding Stock Options hereunder are
subject to pro rata adjustment in the event of a stock dividend, stock split,
stock combination, recapitalization, reorganization, merger, dissolution or
similar corporate event.

The 2000 Plan provides that in the event that the Company merges with
another corporation or in case of any sale or conveyance to another company or
entity of the property of the Company as a whole, any outstanding Stock Option
will terminate and, to the extent that the value of the shares of stock, other
securities or cash which a stockholder is entitled to receive for one share of
Common Stock in connection with that transaction exceeds the Stock Option price,
the holder of the Stock Option will be entitled to receive either cash or shares
of stock or other securities equivalent in kind to the cash or those shares
which a holder would have received if he or she had exercised the Stock Option
and held the number of shares of Common Stock upon that exercise immediately
prior to the consolidation, merger, sale or conveyance and with a value equal to
that excess amount multiplied by the number of shares he or she would have
received if he or she so exercised the Stock Option at that time.

Eligibility

Key officers of the Company are eligible for discretionary awards of Stock
Options under the 2000 Plan in amounts and at prices determined by the Company
Board. See "Exercise Price" below. In addition, non-employee directors of the
Company and the Bank are eligible to receive certain automatic grants of Stock
Options under the 2000 Plan. See "Stock Options to Directors."

Stock Options to Directors

The 2000 Plan also provides that immediately after the annual meeting of
shareholders of the Company each year during the term of the 2000 Plan,
directors (other than employee directors) of the Company or the Bank who
physically attend at least 75% of the number of Company Board or Bank Board
meetings (including applicable committee meetings), as applicable, in the
preceding year will be granted Stock 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 in any year Stock Options for 1,000 shares. The other terms
of these Stock Options are identical to those governing other Stock Options
granted under the 2000 Plan. These automatic grants are the only Stock Options
to which non-employee directors of the Company and the Bank are eligible.

Transferability of Stock Options

Stock Options are not transferable except by will or pursuant to the laws
of descent and distribution. They may be exercised during the life of the
optionee only by the optionee or by a representative of the optionee.

Termination and Expiration of Stock Options

Stock Options granted pursuant to the 2000 Plan must be exercised before
their expiration date. Unexercised Stock Options terminate ninety (90) days
after the termination of employment or cessation of directorship.

16
<PAGE> 19

Exercise of Stock Options

Stock Options may be exercised by giving written notice to the Company
pursuant to provisions of the 2000 Plan and accompanied by full payment for the
shares. Payment for the shares is generally governed by the terms of individual
stock option agreements executed by option holders at the time of grant.

Exercise Price

Under the 2000 Plan, the Company Board determines the exercise price of any
Stock Option although the exercise price must not be less than 100% of the fair
market value of the Common Stock on the date of grant.

Tax Consequences

The following summarizes certain aspects of the federal income tax
consequences of the grant and exercise of the Stock Options, and the disposition
of shares of Common Stock received upon the exercise or award. Except as noted
below, this discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"). The Code is subject to amendment at any time, and continuing
interpretation by the Internal Revenue Service. Stock Option holders should
therefore consult their own tax advisors as to the specific consequences to him
or her relating to the grant and exercise of the Stock Options and the
disposition of shares of Common Stock received upon that exercise under federal
law, and under state, local, and other applicable tax laws as to which no
information is herein provided.

An optionee will not be taxed at the time of grant of a Stock Option; upon
exercise, however, he or she will generally realize compensation income to the
extent the then fair market value of the stock exceeds the option price. The
Company will generally have a tax deduction to the extent that, and at the time
that, an Optionee realizes compensation income with respect to an option.

Termination and Amendment of Plan

The Company Board may at any time terminate or amend the 2000 Plan as it
deems advisable. Notwithstanding the foregoing, no termination or amendment to
the 2000 Plan may adversely affect the rights of an optionee to whom Stock
Option has been granted without the consent of the holder of that Stock Option.

Presently, approximately 105 people would be eligible to be considered for
awards under the 2000 Plan. It is not possible to determine the number of Stock
Options that will be awarded under the 2000 Plan in the future to any particular
individual. No Stock Options have been granted under the 2000 Plan.

THE COMPANY BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE APPROVAL OF THE 2000 STOCK OPTION PLAN AND
THE RESERVATION OF 150,000 SHARES OF COMMON STOCK UNDER THE 2000 PLAN

RATIFICATION OF THE JANUARY 27, 1999 SALE OF
200,000 SHARES OF THE COMPANY'S COMMON STOCK
TO ITS CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
(PROPOSAL NUMBER 3)

On January 27, 1999, in connection with the amendment of the employment
agreement between the Company and Brett N. Silvers, Chairman, President and
Chief Executive Officer of the Company, the Company agreed to sell to Mr.
Silvers 200,000 shares of Common Stock (the "Shares") at a purchase price of
$10.00 per share. This per share purchase price represented the closing price of
the Common Stock on the Nasdaq National Market on January 27, 1999, the date on
which the Company Board approved the terms of Mr. Silvers' amended employment
agreement and the other arrangements described in this Proxy Statement. See
"Employment Agreements." The amendment to Mr. Silvers' employment agreement and
the sale of the Shares did not actually occur until March 31, 1999, at which
time the closing price of the Common Stock was $9.50 per share. No adjustment
was made, however, to the purchase price of the Shares.

17
<PAGE> 20

As payment of the aggregate purchase price for the Shares, Mr. Silvers
delivered to the Company $20,000 in cash (which was paid to him as a bonus by
the Company) and a promissory note for the balance of the purchase price. In
addition, the promissory note delivered by Mr. Silvers was secured by a recourse
pledge of these Shares. For a more detailed discussion of Mr. Silvers'
employment agreement and these other arrangements, see "Related Party
Transactions" and "Employment Agreements."

The Company has determined that it is appropriate to obtain shareholder
ratification of the sale of the Shares to Mr. Silvers to ensure full compliance
with the requirements of the Nasdaq National Market, on which the Common Stock
is listed. The Company believes that the sale of the Shares and the terms of Mr.
Silvers' employment agreement and the other arrangements described in this Proxy
Statement are in the best interests of the Company. The Company Board believes
that as Chairman, President and Chief Executive Officer of the Company and
Chairman and Chief Executive Officer of the Bank, the retention of Mr. Silvers
is critical to the future success of the Company and the Bank. In addition, the
Company Board believes that the sale of the Shares will enable the Company and
the Bank to continue to retain the services of Mr. Silvers through the
incentives of stock ownership.

Following the sale of the Shares, the Company and Mr. Silvers entered into
a lock-up agreement covering the Shares. Under this agreement, the Company
undertook to submit to the shareholders of the Company at the next meeting of
shareholders (i.e., the 2000 Annual Meeting) a proposal to ratify the sale of
the Shares to Mr. Silvers. Mr. Silvers agreed that until the shareholders of the
Company ratify the sale of the Shares to him, he will not vote or transfer the
Shares. Therefore, at the Annual Meeting, the Shares will not be voted on this
proposal. Assuming that the shareholders of the Company ratify the sale of the
Shares, these restrictions will terminate. In the event that the shareholders of
the Company fail to ratify the sale of the Shares, the sale of the Shares and
the other arrangements described above will be rescinded.

THE COMPANY BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION OF
THE SALE OF THE SHARES TO BRETT N. SILVERS, CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER.

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 2000. The Company has been advised by this firm
that neither it nor any members or associates of such firm has any relationship
with the Company or the Bank other than as independent auditors.

It is expected that representatives of PricewaterhouseCoopers LLP 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 proposals specifically
set forth in the Notice and referred to in this Proxy Statement. 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 under the proxy 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 2000 ANNUAL MEETING

Shareholders who desire to submit proposals for the consideration of the
Company's shareholders at its Annual Meeting of Shareholders in 2001, will be
required, pursuant to Rule 14a-8 of the Securities and Exchange Commission, to
deliver their proposal to the Company on or prior to December 2, 2000. Please
forward any shareholder proposals to the Secretary of the Company at the address
indicated below.

18
<PAGE> 21

ANNUAL REPORT

A copy of the Company's Annual Report, including financial statements for
the Company, 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

Leslie A. Galbraith
Secretary
First International Bancorp, Inc.
280 Trumbull Street
Hartford, Connecticut 06103
April 3, 2000

19
<PAGE> 22
FORM OF PROXY CARD

[SIDE ONE]

FIRST INTERNATIONAL BANCORP, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR

2000 ANNUAL MEETING OF SHAREHOLDERS ON MAY 2, 2000

The undersigned hereby appoints Leslie A. Galbraith and Shaun P.
Williams and each of them proxies, each with power of substitution, to vote at
the 2000 Annual Meeting of Shareholders of FIRST INTERNATIONAL BANCORP, INC. to
be held on Tuesday, May 2, 2000 (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: (i) election of
directors, (ii) the approval of the Company's 2000 stock option plan and
reservation of shares under this plan, (iii) the ratification of a stock sale to
Brett N. Silvers, Chairman, President and Chief Executive Officer, and (iv) in
accordance with their discretion, the transaction of 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)

<PAGE> 23

[SIDE TWO]

PLEASE MARK YOUR
VOTES AS INDICATED IN
THIS EXAMPLE [X]

<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS Nominees: Arnold L. Chase, Cheryl A. Chase
<S> <C> <C> <C>
FOR all nominees WITHHOLD ABSTAIN Instruction: To withhold authority to vote for
listed to the right AUTHORITY any individual nominee, write that nominee's name
(except as marked To vote for all in the space provided below.
to the contrary) nominees listed
to the right

\ \ \ \ \ \ ------------------------------------
</TABLE>

2. APPROVAL OF THE COMPANY'S 2000 STOCK OPTION PLAN. The Board of Directors
recommends a vote FOR the proposal to approve the 2000 Plan and the
reservation of 150,000 shares of common stock thereunder.

FOR \ \ AGAINST \ \ ABSTAIN \ \

3. RATIFICATION AND APPROVAL OF THE JANUARY 27, 1999 SALE OF 200,000 SHARES OF
THE COMPANY'S COMMON STOCK TO ITS CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER. The Board of Directors recommends a vote FOR the proposal to
ratify and approve the sale of 200,000 shares of the Company's Common Stock
to its Chairman, President and Chief Executive Officer.

FOR \ \ AGAINST \ \ ABSTAIN \ \

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 ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS, FOR THE APPROVAL OF
THE COMPANY'S 2000 STOCK OPTION PLAN AND FOR THE RATIFICATION AND APPROVAL OF
THE JANUARY 27, 1999 SALE OF 200,000 SHARES OF THE COMPANY'S COMMON STOCK TO ITS
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, 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 IF YOU DO ATTEND.

THE UNDERSIGNED HEREBY ACKNOWLEDGE(S) RECEIPT OF A COPY OF THE ACCOMPANYING
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS AND RELATED PROXY STATEMENT.

SIGNATURE ______________ DATE ______ 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.)

Please check here if you plan to attend the Annual Meeting. \ \

<PAGE> 24
Annex A

FIRST INTERNATIONAL BANCORP, INC.

2000 STOCK OPTION PLAN

1. PURPOSE

The purpose of the First International Bancorp, Inc. 2000 Stock Option
Plan is to encourage ownership of common stock of the Company by directors and
officers of the Company and its Affiliates and to provide additional incentives
for them to promote the success of the Company's business through the grant of
options to purchase shares of the Company's common stock. The 2000 Stock Option
Plan is not intended to be an "incentive stock option" plan within the meaning
of Section 422 of the Code and all Awards granted hereunder are required to be
Nonstatutory Options.

2. DEFINITIONS

As used in this Plan, the following terms shall have the respective
meanings set out below, unless the context clearly requires otherwise:

2.1. Affiliate means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company.

2.2. Award means any grant of Options pursuant to the Plan.

2.3. Board means the Company's Board of Directors.

2.4. Code means the Internal Revenue Code of 1986, as amended from time
to time, or any statute successor thereto, and any regulations issued from time
to time thereunder.

2.5. Common Stock means common stock, par value $0.10 per share, of the
Company.

2.6. Company means First International Bancorp, Inc., a corporation
organized under the laws of the State of Delaware.

2.7. Directors means directors of the Company or of any direct or
indirect subsidiary of the Company, other than those directors of the Company or
such subsidiary of the Company who are employees of the Company or such
subsidiary.

2.8. Grant Date means the date as of which an Option is granted, as
determined under Section 7.1.

2.9. Market Value means (a) the closing price of shares of Common Stock
on the primary stock exchange on which Common Stock is traded, if Common Stock
is traded on a stock exchange, or (b) the average of the closing bid and asked
prices for shares of Common Stock, if Common Stock is not traded on a stock
exchange but is publicly traded, or (c) such price per share as is determined by
the Board or by an
<PAGE> 25
independent appraiser retained by the Board, if shares of Common Stock are not
publicly traded.

2.10. Nonstatutory Option means any Option that is not an Option which
by its terms is to be treated as an "incentive stock option" within the meaning
of Section 422 of the Code.

2.11. Officer means an employee of the Company or any of its Affiliates
who has been appointed as a Vice President or a higher position with the Company
or any of its Affiliates.

2.12. Option means an option to purchase shares of Common Stock.

2.13. Option Agreement means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

2.14. Optionee means a Participant to whom an Award shall have been
granted under the Plan.

2.15. Participant means any holder of an outstanding Option under the
Plan.

2.16. Plan means this 2000 Stock Option Plan of the Company, as amended
from time to time.

3. TERM OF THE PLAN

Unless the Plan shall have been earlier terminated by the Board,
Options may be granted hereunder at any time in the period commencing on the
approval of the Plan by the Board and ending immediately prior to the tenth
anniversary of the earlier of the adoption of the Plan by the Board or approval
of the Plan by the Company's stockholders. Awards granted pursuant to the Plan
within such period shall not expire solely by reason of the termination of the
Plan.

4. STOCK SUBJECT TO THE PLAN

At no time shall the number of shares of Common Stock issued pursuant
to or subject to outstanding Options granted under the Plan exceed 150,000
shares of Common Stock; subject, however, to the provisions of Section 8 of the
Plan. For purposes of applying the foregoing limitation, if any Option expires,
terminates, or is cancelled for any reason without having been exercised in
full, the shares not purchased by the Optionee shall again be available for
Options thereafter to be granted under the Plan. Shares of Common Stock issued
pursuant to the Plan may be either authorized but unissued shares or shares held
by the Company in its treasury.

5. ADMINISTRATION

The Plan shall be administered by the Board. The Board may act
hereunder through a committee of two or more of its members, in which case
references herein

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<PAGE> 26
to the administration of the Plan by the Board shall instead refer to such
committee. Subject to the provisions of the Plan, the Board shall have complete
authority, in its discretion, to make or to select the manner of making all
necessary determinations with respect to each Option to be granted by the
Company under the Plan in addition to any other determination allowed the Board
under the Plan including the Officer to receive the Option. In making such
determinations, the Board may take into account the nature of the services
rendered by any Officer, their present and potential contributions to the
success of the Company and its subsidiaries, and such other factors as the Board
in its discretion shall deem relevant. Subject to the provisions of the Plan,
the Board shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Option Agreements (which need not be
identical), and to make all other determinations necessary or advisable for the
administration of the Plan. The Board's determinations made in good faith on
matters referred to in this Plan shall be conclusive.

6. AUTHORIZATION AND ELIGIBILITY

Pursuant and subject to the terms of this Plan, the Board may grant
from time to time and at any time prior to the termination of the Plan any
number of Options to any Officer as the Board shall in its discretion determine.
Options to Directors may only be granted pursuant to Section 7.7 hereof.

Each grant of an Option shall be subject to all applicable terms and
conditions of the Plan, and such other terms and conditions, not inconsistent
with the terms of the Plan, as the Board may prescribe. No prospective
Participant shall have any rights with respect to a grant of Options, unless and
until such Participant has executed an agreement evidencing the Award, delivered
a fully executed copy thereof to the Company, and otherwise complied with the
applicable terms and conditions of such Award.

7. SPECIFIC TERMS OF OPTIONS

7.1. Date of Grant. The granting of an Option shall take place at the
time specified in the Option Agreement.

7.2. Exercise Price. The price at which shares may be acquired under
each Option shall be not less than 100% of the Market Value of Common Stock on
the Grant Date.

7.3. Option Period. No Incentive Option may be exercised on or after
the tenth anniversary of the Grant Date.

7.4. Exercisability. An Option may be immediately exercisable or become
exercisable in such installments, cumulative or non-cumulative, as the Board may
determine. In the case of an Option not otherwise immediately exercisable in
full, the Board may accelerate the exercisability of such Option in whole or in
part at any time.

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<PAGE> 27
7.5. Termination of Association with the Company. Unless the Board
shall provide otherwise in the grant of a particular Option under the Plan, if
the Optionee's employment or other association with the Company and its
Affiliates is terminated, whether voluntarily or otherwise, any outstanding
Option of the Optionee shall cease to be exercisable in any respect not later
than ninety (90) days following such termination and, for the period it remains
exercisable following termination, shall be exercisable only to the extent
exercisable at the date of termination.

7.6. Exercise of Option. An Option may be exercised by the Optionee
giving written notice to the Company, specifying the number of shares with
respect to which the Option is then being exercised. The notice shall be
accompanied by payment in the form of cash, or certified or bank check payable
to the order of the Company in an amount equal to the exercise price of the
shares to be purchased or, if the Board had so authorized on the grant of any
particular Option hereunder (and subject such conditions, if any, as the Board
may deem necessary to avoid adverse accounting effects to the Company) by
delivery of that number of shares of Common Stock having a Market Value equal to
the exercise price of the shares to be purchased. Receipt by the Company of such
notice and payment shall constitute the exercise of the Option. Within 30 days
thereafter but subject to the remaining provisions of the Plan, the Company
shall deliver or cause to be delivered to the Optionee or his agent a
certificate or certificates for the number of shares then being purchased. Such
shares shall be fully paid and nonassessable. Nothing herein shall be construed
to preclude the Company from participating in a so-called "cashless exercise",
provided the Optionee or other person exercising the Option and each other party
involved in any such exercise shall comply with such procedures, and enter into
such agreements, of indemnity or otherwise, as the Company shall specify.

7.7. Automatic Grants to Directors.

(a) Options to Directors shall be granted only pursuant to
this Section 7.7 and, notwithstanding any other provision of the Plan,
this Section 7.7 shall govern the specific terms and conditions of such
Options. Immediately subsequent to the annual meeting of shareholders
of the Company each year during the term of the Plan (the "Director
Option Date"), commencing with the 2000 Director Option Date, each
Director who was a Director immediately prior to such annual meeting
and who physically attended at least 75% of the sum of (A) the meetings
of the Board of the Company (if such person is a Director of the
Company) (including for such purpose meetings of committees of which
such person is a member) and (B) the meetings of any subsidiary thereof
of which such person is a Director (including for such purpose meetings
of committees of which such person is a member) since the previous
year's annual meeting (or, if such person became a Director after the
previous year's annual meeting, during the time that such person was a
Director) shall receive an Option to purchase 1,000 shares of Common
Stock. Each Director who was not a Director immediately prior to such
annual meeting shall also receive an Option to purchase 1,000 shares of
Common Stock.

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<PAGE> 28
(b) Each Option granted to a Director under this paragraph
shall remain outstanding for a term of ten years. Each such Option
shall vest and become exercisable 25% one year after the granting of
the option; 50% two years after the granting of the option; 75% three
years after the granting of the option; and 100% four years after the
granting of the option; by way of example, if 12% of the option is
exercised between one year and two years after the granting of the
option, an additional 38% of the option may be exercised after two
years. If a person is a director of more than one entity, such Director
nevertheless may only receive one 1,000 share Option in any year under
this paragraph (b). The exercise price for Options granted hereunder to
Directors shall be 100% of the Market Value of Common Stock on the
applicable Director Option Date.

8. ADJUSTMENTS FOR CORPORATE TRANSACTIONS

8.1. Stock Dividend, Etc. In the event of any dividend on Common Stock
payable in Common Stock or any split-up or contraction in the number of shares
of Common Stock after the date of an Option Agreement evidencing an Award, the
remaining number of shares of Common Stock subject to such Award and the price
to be paid for any share subject to the Award, if any, shall be proportionately
adjusted.

8.2. Stock Reclassification. In the event of any reclassification or
change of outstanding shares of Common Stock, immediately thereafter (and
subject to further adjustment for subsequent events) any outstanding Award shall
thereafter relate to shares of stock or other securities equivalent in kind and
value to those shares which the Participant would have received if he or she had
held of record the full remaining number of shares of Common Stock subject to
the Award immediately prior to such reclassification or change.

8.3. Consolidation or Merger. In case of any consolidation or merger of
the Company with or into another company or in case of any sale or conveyance to
another company or entity of the property of the Company as a whole, any
outstanding Award shall terminate and, to the extent that the value of the
shares of stock, other securities or cash which a stockholder is entitled to
receive for one share of Common Stock in connection with such transaction
exceeds the option price of the Award, the Optionee shall be entitled to receive
either cash or shares of stock or other securities equivalent in kind to the
cash or those shares which a holder would have received if he or she had
exercised the Award and held the number of shares of the Common Stock upon such
exercise immediately prior to such consolidation, merger, sale or conveyance and
with a value equal to such excess amount multiplied by the number of shares he
or she would have received if he or she so exercised the Award at such time.

8.4. Related Matters. Any adjustment required by this Section 8 shall
be determined and made by the Board. No fraction of a share shall be purchasable
or deliverable upon exercise, but in the event any adjustment hereunder of the
number of shares covered by an Award shall cause such number to include a
fraction of a share, such number of shares shall be adjusted to the nearest
smaller whole number

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<PAGE> 29
of shares. In the event of changes in the outstanding Common Stock by reason of
any stock dividend, split-up, contraction, reclassification, or change of
outstanding shares of Common Stock of the nature contemplated by this Section 8,
the number of shares of Common Stock available for the purposes of the Plan as
stated in Section 4 shall be correspondingly adjusted.

9. SETTLEMENT OF AWARDS

9.1. Investment Representation. The Company shall be under no
obligation to issue any shares of Common Stock covered by any Award unless the
shares to be issued pursuant to Awards granted under the Plan have been
effectively registered under the Securities Act of 1933, as amended, or the
Participant shall give a written representation to the Company which is
satisfactory in form and substance to its counsel and upon which the Company may
reasonably rely, that he or she is acquiring the shares for his or her own
account for the purpose of investment and not with a view to, or for sale in
connection with, the distribution of any such shares.

9.2. Registration. If the Company shall deem it necessary or desirable
to register under the Securities Act of 1933, as amended or other applicable
statutes any shares of Common Stock issued or to be issued pursuant to Awards
granted under the Plan, or to qualify any such shares of Common Stock for
exemption from the Securities Act of 1933, as amended or other applicable
statutes, then the Company shall take such action at its own expense.

9.3. Tax Withholding. Whenever shares of Common Stock are issued or to
be issued pursuant to Awards granted under the Plan, the Company shall have the
right to require the recipient to remit to the Company an amount sufficient to
satisfy federal, state, local or other withholding tax requirements if, when,
and to the extent required by law (whether so required to secure for the Company
an otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. However, in such cases,
Participants may elect, subject to the approval of the Board, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
shares to satisfy their tax obligations. Participants may only elect to have
shares withheld having a Market Value on the date the tax is to be determined
equal to the minimum statutory total tax which could be imposed on the
transaction. All elections shall be irrevocable, made in writing, signed by the
Participant, and shall be subject to any restrictions or limitations that the
Board, deems appropriate.

The obligations of the Company under the Plan shall be conditional on
satisfaction of all such withholding obligations and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the recipient of an Award.

10. NONTRANSFERABILITY OF AWARDS

Except as otherwise provided in this Section, Awards shall not be
transferable, and no Award or interest therein may be sold, transferred,
pledged, assigned, or

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<PAGE> 30
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. All of a Participant's rights in any Award may be
exercised during the life of the Participant only by the Participant or the
Participant's legal representative.

11. LIMITATION OF RIGHTS IN STOCK; NO SPECIAL SERVICE RIGHTS

A Participant shall not be deemed for any purpose to be a stockholder
of the Company with respect to any of the shares of Common Stock issuable
pursuant to an Award, except to the extent that the Option shall have been
exercised with respect thereto and, in addition, a certificate shall have been
issued therefor and delivered to the Participant or his agent. Nothing contained
in the Plan or in any Option Agreement shall confer upon any recipient of an
Award any right with respect to the continuation of his or her employment or
other association with the Company (or any Affiliate), or interfere in any way
with the right of the Company (or any Affiliate), at any time to terminate such
employment agreement or to increase or decrease, or otherwise adjust, the other
terms and conditions of the recipient's employment or other association with the
Company and its Affiliates.

12. TERMINATION AND AMENDMENT OF THE PLAN

The Board may at any time terminate the Plan or make such modifications
of the Plan as it shall deem advisable; provided, however, that the Board may
not amend Section 7.7 of the Plan more than once every six months, other than to
comply with changes in the Code, the Employee Retirement Income Security Act or
the rules thereunder. No termination or amendment of the Plan may, without the
consent of any recipient of an Award granted hereunder, adversely affect the
rights of such recipient under such Award. The Board may amend the terms of any
Award theretofore granted, prospectively or retroactively, provided as amended
such Award is consistent with the terms of the Plan, but no such amendment shall
impair the rights of the recipient of such Award without his or her consent.

13. GOVERNING LAW

The Plan and all Option Agreements and actions taken thereunder shall
be governed, interpreted and enforced in accordance with the laws of the State
of Delaware, without regard to the conflict of laws principles thereof.

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