<PAGE> 1
As filed with the Securities and Exchange Commission on March 9, 1999
Registration Number 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHICAGO TITLE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4217886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
171 North Clark Street 60601-3294
Chicago, Illinois (Zip Code)
(Address of Principal Executive Offices)
CHICAGO TITLE CORPORATION AND SUBSIDIARIES
1999 ANNUAL INCENTIVE PLAN
(Full Title of the Plan)
Paul T. Sands, Jr., Esq.
Executive Vice President, General Counsel
and Secretary
Chicago Title Corporation
171 North Clark Street
Chicago, Illinois 60601-3294
(312) 223-2000
(Name, address and telephone number of agent for service)
Copies to:
Linda E. Ransom, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
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CALCULATION OF REGISTRATION FEE
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======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED UNIT (1) PRICE (1) REGISTRATION FEE
======================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 per
share 80,000 $33.4375 $2,675,000 $743.65
======================================================================================================================
</TABLE>
(1) Estimated for the sole purpose of computing the registration fee.
Pursuant to Rules 457(c) and 457(h) under the Securities Act, the
proposed maximum offering price per unit is calculated as the average
of the high and low prices, reported by the New York Stock Exchange,
Inc., of the common stock of the registrant as of March 3, 1999.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by Chicago Title Corporation ("Chicago Title") (File No. 1-13995) are
incorporated herein by reference and made a part hereof:
(a) Chicago Title's Registration Statement on Form 10, as amended,
filed pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including the description
of the Common Stock of Chicago Title contained in such
Registration Statement on Form 10; such description is qualified
in its entirety by reference to the (i) Certificate of
Incorporation of Chicago Title, filed as Exhibit 3.1 to Chicago
Title's Registration Statement on Form 10, and (ii) By-Laws of
Chicago Title, filed as Exhibit 3.2 to this Registration
Statement, and any amendment or report filed for the purpose of
updating that description;
(b) Chicago Title's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1998 and September 30, 1998; and
(c) Chicago Title's Current Report on Form 8-K dated June 18, 1998.
All documents filed by Chicago Title pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
The consolidated financial statements of Chicago Title and
Trust Company ("CT&T") and its subsidiaries included in Chicago Title's
Registration Statement on Form 10 have been incorporated herein by reference in
reliance upon the report, also incorporated herein by reference, of KPMG LLP,
independent auditors, given on their authority as experts in auditing and
accounting.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chicago Title is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnification by
Chicago Title of its officers and directors. The general effect of such law is
to empower a corporation to indemnify any of its officers and directors against
certain expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Article Ninth of Chicago Title's Certificate of Incorporation
(which Certificate of Incorporation was filed as Exhibit 3.1 to Chicago Title's
Registration Statement on Form 10), provides for the indemnification of Chicago
Title's officers and directors in accordance with the Delaware General
Corporation Law, and includes, as permitted by the Delaware General Corporation
Law, certain limitations on the potential personal liability of members of
Chicago Title's Board of Directors for monetary damages as a result of actions
taken in their capacity as Board members.
The directors and officers of Chicago Title are covered by
insurance policies indemnifying them against certain liabilities arising under
the Securities Act, which might be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The documents listed hereunder are filed as exhibits hereto.
Exhibit Number Description
3.2 By-Laws of Chicago Title Corporation.
5 Opinion and Consent of Dewey Ballantine
LLP.
23.1 Consent of Dewey Ballantine LLP (included
in Exhibit 5 hereto).
23.2 Consent of KPMG LLP.
24 Power of Attorney.
99 Chicago Title Corporation and
Subsidiaries 1999 Annual Incentive Plan.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a
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director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 9th day of
March, 1999.
CHICAGO TITLE CORPORATION
By: /s/ John Rau
-------------------------------------
John Rau
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<S> <C>
Date: March 9, 1999 By: /s/ John Rau
---------------------------------------------
John Rau
President, Chief Executive Officer and Director
(principal executive officer)
Date: March 9, 1999 By: /s/ Peter G. Leemputte
-------------------------------------------
Peter G. Leemputte
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
(principal financial officer)
Date: March 9, 1999 By: /s/ Bryan R. Willis
-------------------------------------------
Bryan R. Willis
Vice President and Corporate Controller
Date: March 9, 1999 By: *
-------------------------------------------
Norman R Bobins
Director
Date: March 9, 1999 By: *
-------------------------------------------
John J. Burns, Jr.
Director
</TABLE>
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<TABLE>
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<S> <C>
Date: March 9, 1999 By: *
-------------------------------------------
Peter H. Dailey
Director
Date: March 9, 1999 By: *
-------------------------------------------
Robert M. Hart
Director
Date: March 9, 1999 By: *
-------------------------------------------
Philip G. Heasley
Director
Date: March 9, 1999 By: *
-------------------------------------------
Allan P. Kirby, Jr.
Director
Date: March 9, 1999 By: *
-------------------------------------------
M. Leanne Lachman
Director
Date: March 9, 1999 By: *
-------------------------------------------
William K. Lavin
Director
Date: March 9, 1999 By: *
-------------------------------------------
Lawrence F. Levy
Director
Date: March 9, 1999 By: *
-------------------------------------------
Margaret P. MacKimm
Director
Date: March 9, 1999 By: *
-------------------------------------------
Langdon D. Neal
Director
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Date: March 9, 1999 By: *
-------------------------------------------
Alan N. Prince
Director
Date: March 9, 1999 By: *
-------------------------------------------
Richard P. Toft
Director
*By: /s/ Paul T. Sands, Jr.
-------------------------------------------
Paul T. Sands, Jr.
Attorney-in-Fact
</TABLE>
<PAGE> 10
INDEX TO EXHIBITS
Exhibit Number Description
3.2 By-Laws of Chicago Title Corporation.
5 Opinion and Consent of Dewey Ballantine
LLP.
23.1 Consent of Dewey Ballantine LLP
(included in Exhibit 5 hereto).
23.2 Consent of KPMG LLP.
24 Power of Attorney.
99 Chicago Title Corporation and
Subsidiaries 1999 Annual Incentive Plan.
<PAGE> 1
EXHIBIT 3.2
BY-LAWS
OF
CHICAGO TITLE CORPORATION
DELAWARE
As Amended Through January 26, 1999
<PAGE> 2
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING
The annual meeting of stockholders for the election of
directors and for the transaction of any other business that may properly come
before the meeting shall be held at such hour and at such place or places within
or without the State of Delaware as may from time to time be determined by the
Board of Directors, on the first Tuesday of May in each year or such other date
as may be set by the Board of Directors not more than fifteen days before, nor
fifteen days after, the first Tuesday of May.
SECTION 2. SPECIAL MEETINGS
At any time in the interval between regular meetings, special
meetings of stockholders may be called by the Chairman, or by a majority of the
Board of Directors, to be held at such times and at such places within or
without the State of Delaware as may be specified in the notices of such
meetings. The notice of any special meeting shall state the purpose of the
meeting and specify the action to be taken at said meeting and no business shall
be transacted thereat except that specifically named in the notice.
SECTION 3. NOTICE OF MEETING
Notice of the time and place of every meeting of stockholders
shall be delivered personally or mailed at least ten days and not more than
sixty days prior thereto to each stockholder of record entitled to vote at his
address as it appears on the records of the Corporation. Such further notice
shall be given as may be required by law. Business transacted at any special
meeting shall be confined to the purpose or purposes stated in the notice of
such special meeting. Meetings may be held without notice if all stockholders
entitled to vote are present or if notice is waived by those not present.
SECTION 4. VOTING
At all meetings of stockholders any stockholder entitled to
vote may vote in person or by proxy in writing or by a transmission permitted by
law filed in accordance with the procedure established for the meeting. Any
copy, facsimile telecommunication or other reliable reproduction of the writing
or transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
SECTION 5. QUORUM
Unless otherwise required by statute or the Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"), at any
annual or special meeting of
<PAGE> 3
stockholders the presence in person or by proxy of stockholders entitled to cast
a majority of all the votes entitled to be cast at the meeting shall constitute
a quorum, but if at any meeting of the stockholders there be less than a quorum
present, the stockholders present at such meeting may, without further notice,
adjourn, the same from time to time until a quorum shall attend, but no business
shall be transacted at any such adjournment except such as might have been
lawfully transacted had the meeting not been adjourned.
SECTION 6. ACTION AT MEETINGS
Except as otherwise required by law, the Certificate of
Incorporation or these By-Laws, a majority of the votes cast at a meeting at
which a quorum is present shall be sufficient to take or authorize action upon
any matter which may properly come before the meeting, and the stockholders
shall not be entitled to cumulate their votes upon the election of directors or
any other matter. Any action required or permitted to be taken by the
stockholders must be effected at an annual or special meeting of stockholders
and may not be effected by any consent in writing by such stockholders.
SECTION 7. PROCEDURE AT MEETINGS
The Board of Directors may appoint two or more persons to
serve as inspectors of election at any meeting of stockholders. In the absence
of such appointment, the Chairman of the Meeting may make such appointment. The
inspectors of election shall receive, examine and tabulate all ballots and
proxies, including proxies filed with the Secretary, shall determine the
presence or absence of a quorum and shall report to the officer of the
Corporation or other person presiding over the meeting the result of all voting
taken at the meeting by ballot.
The order of business and all other matters of procedure at
every meeting of the stockholders may be determined by the officer of the
Corporation or other person presiding over the meeting.
SECTION 8. NOMINATIONS AND STOCKHOLDER BUSINESS
Nominations of persons for election to the Board of Directors
and the proposal of business to be transacted by the stockholders may be made at
an annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in this Section 8,
who is entitled to vote at the meeting and who has complied with the notice
procedures set forth in this Section 8.
For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to this Section 8, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation, such business must be a proper matter for stockholder action
under the Delaware General Corporation Law and, if the stockholder, or the
beneficial owner on whose behalf any such proposal or nomination is made,
solicits or participates in the solicitation of proxies in support of such
proposal or nomination, the stockholder must have timely indicated such
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stockholder's, or such beneficial owner's, intention to do so as hereinafter
provided. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not less than 90
days prior to the first anniversary of the preceding year's annual meeting of
stockholders; provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person as
would be required to be disclosed in solicitations of proxies for the election
of such nominees as directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and such person's written
consent to serve as a director is elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of such
business, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; (c) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner, (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner, and (iii) whether either such stockholder
or beneficial owner intends to solicit or participate in the solicitation of
proxies in favor of such proposal or nominee or nominees.
Notwithstanding anything in this Section 8 to the contrary, in
the event that the number of directors to be elected to the Board of Directors
is increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this section shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.
Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this Section 8, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section 8.
Nominations by stockholders of persons for election to the Board of Directors
may be made at such a special meeting of stockholders if the stockholder's
notice required by this Section 8 shall be delivered to the Secretary at the
principal executive offices of the
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Corporation not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.
Only persons nominated in accordance with the procedures set
forth in this section shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 8. The officer of the Corporation or other person presiding over the
meeting shall have the power and the duty to determine whether a nomination or
any business proposed to be brought before the meeting has been made in
compliance with the procedures set forth in this Section 8 and, if any proposed
nomination or business is not in compliance with this Section 8, to declare that
such defective proposed business or nomination shall not be presented for
stockholder action at the meeting and shall be disregarded.
For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this section, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 8. Nothing in this Section 8 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
SECTION 9. ADJOURNMENTS
Any meeting of stockholders may be adjourned from time to
time, whether or not a quorum is present, by the affirmative vote of a majority
of the votes present and entitled to be cast at the meeting, or by the officer
of the Corporation presiding over the meeting, or by the Board of Directors.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER AND ELECTION
Directors (other than such directors, if any, as are elected
by holders of preferred stock of the Corporation voting as a separate class)
shall be divided into three classes, which shall be as nearly equal in number as
practicable. Unless changed by the Board of Directors pursuant hereto the number
of directors shall be fifteen. The number of directors and the number of which
each class is to consist may be increased or
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decreased from time to time by a resolution adopted by the vote of in excess of
75 percent of the Whole Board (as defined in the Certificate of Incorporation);
and provided that no decrease in the number of directors shall affect the tenure
of office of any existing director. The term of office of the first class shall
expire at the 1999 annual meeting of stockholders, the term of office of the
second class shall expire at the 2000 annual meeting of stockholders and the
term of office of the third class shall expire at the 2001 annual meeting of
stockholders, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of stockholders,
commencing with the 1999 annual meeting, directors elected to succeed those
directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election, with each director to hold office until his or her successor shall
have been duly elected and qualified.
SECTION 2. VACANCIES
Subject to the rights of the holders of any series of
Preferred Stock, and unless the Board of Directors otherwise determines, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the directors then in office, though
less than a quorum, and any director so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which such director has been elected expires and until such
director's successor shall have been duly elected and qualified.
SECTION 3. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at
such times and places as the Board of Directors may from time to time determine.
SECTION 4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called at
any time, at any place and for any purpose by the Chairman of the Board or by
any three directors.
SECTION 5. NOTICE OF MEETING
Notice of regular meetings of the Board of Directors need not
be given.
Notice of every special meeting of the Board of Directors
shall be given to each director, by (a) deposit in the mail at least seventy-two
hours before the meeting, or (b) telephonic or telefacsimile communication
directly with such person, the dispatch of a telegraphic communication to his
address, or actual delivery to his address, at least forty-eight hours before
the meeting. If given to a director by mail, telegraph or actual delivery to his
address, such notice shall be sent or delivered to his business or residential
address as shown on the records of the Secretary or an
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<PAGE> 7
Assistant Secretary of the Corporation, or to such other address as shall have
been furnished to the Secretary or an Assistant Secretary of the Corporation by
him for the purpose. Such notice need not include a statement of the business to
be transacted at, or the purpose of, any such meeting.
SECTION 6. QUORUM; ACTION AT MEETINGS
A majority of the Board of Directors shall constitute a quorum
for the transaction of business, but if, at any meeting of the Board, there be
less than a quorum present, the members at the meeting may, without further
notice, adjourn the same from time to time until a quorum shall attend. Except
as provided herein or in the Certificate of Incorporation or as required by law,
a majority of such quorum shall decide any questions that may come before the
meeting.
SECTION 7. PARTICIPATING IN MEETING BY CONFERENCE TELEPHONE
Members of the Board of Directors, or any committee thereof,
may participate in a meeting of such Board or committee by means of conference
telephone or similar equipment by means of which all persons participating in
the meeting can hear each other at the same time and such participation shall
constitute presence in person at such meeting.
SECTION 8. DIVIDENDS
Anything in these By-Laws to the contrary notwithstanding, the
declaration of dividends or other distributions on the capital stock of the
Corporation, whether in cash or property (other than the dividend preference
payable on any Preferred Stock of the Corporation outstanding from time to
time), may be authorized only by vote of in excess of 75 percent of the
directors present at a meeting duly called at which a quorum is present.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. ELECTION
The Board of Directors may appoint an Executive Committee and
other committees composed of two or more of its members, and may appoint one of
the members of each such committee to the office of chairman thereof. Members of
the committees of the Board of Directors shall hold office for a term of one
year and until their successors are appointed and qualify or until they shall
cease to be directors.
SECTION 2. POWERS
Subject to such limitations as may from time to time be
established by resolution of the Board of Directors, the Executive Committee
shall have any and may exercise all of the powers of the Board of Directors when
the Board of Directors is not in
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<PAGE> 8
session except that it shall have no power to (a) declare dividends, (b) issue
stock of the Corporation, (c) recommend to the stockholders any action which
requires stockholder approval, (d) alter, amend or repeal any resolution of the
Board of Directors relating to the Executive Committee, or (e) take any other
action which legally may be taken only by the Board of Directors. Other
committees of the Board of Directors shall have such powers as shall be properly
delegated to them by the Board of Directors.
SECTION 3. VACANCIES
If the office of any member of any committee becomes vacant by
death, resignation, or otherwise, such vacancy may be filled from the members of
the Board by the Board of Directors.
SECTION 4. SUBSTITUTE MEMBERS
In the event that a member of any committee is absent from a
meeting of the committee, the members of the committee present at the meeting
whether or not they constitute a quorum may appoint another director to act in
place of the absent member.
SECTION 5. MEETINGS AND NOTICE OF MEETINGS
The Executive Committee shall meet from time to time on call
of the Chairman of the Board or the Chairman of the Executive Committee, or on
call of any three or more members of the Executive Committee, for the
transaction of any business.
Notice of every meeting of the Executive Committee shall be
given to each member, by (a) deposit in the mail at least seventy-two hours
before the meeting, or (b) telephonic or telefacsimile communication directly
with such person, the dispatch of a telegraphic communication to his address, or
actual delivery to his address, at least forty-eight hours before the meeting.
If given to a member by mail, telegraph or actual delivery to his address, such
notice shall be sent or delivered to his business or residential address as
shown on the records of the Secretary or an Assistant Secretary of the
Corporation, or to such other address as shall have been furnished to the
Secretary or an Assistant Secretary of the Corporation by him for this purpose.
Such notice need not include a statement of the business to be transacted at, or
the purpose of, any such meeting.
All other committees of the Board of Directors shall meet at
such times and upon such notice as they may determine.
SECTION 6. QUORUM; ACTION AT MEETINGS
At any meeting of any committee, however called, a majority of
the members shall constitute a quorum for the transaction of business. A
majority of such quorum shall decide any questions that may come before the
meeting.
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ARTICLE IV
OFFICERS
SECTION 1. ELECTION AND NUMBER
The Board of Directors may appoint one of its number as
Chairman of the Board. The Board of Directors shall appoint a President from
among the directors, and a Secretary and a Treasurer, who need not be directors.
The Board of Directors may also appoint one or more Executive Vice Presidents,
Senior Vice Presidents and/or Vice Presidents, who need not be directors. All
officers of the Corporation shall hold office at the pleasure of the Board of
Directors. Any two or more offices, except those of President and Vice
President, may, at the discretion of the Board of Directors, be held by the same
person. The Board of Directors may from time to time appoint such other officers
and agents with such powers and duties as the Board may prescribe.
SECTION 2. CHAIRMAN OF THE BOARD
The Chairman of the Board shall preside at all meetings of the
Board of Directors and shall perform such other duties and exercise such other
powers as may be assigned to him from time to time by the Board of Directors.
SECTION 3. PRESIDENT
The President shall be the chief executive officer and the
chief operating officer of the Corporation. The President shall preside at all
meetings of stockholders and, in the absence of the Chairman of the Board, shall
preside at all meetings of the Board of Directors. Subject to the control of the
Board of Directors, the President shall have direct power and authority over the
business and affairs of the Corporation. The President shall perform such other
duties and exercise such other powers as may be assigned to him from time to
time by the Board of Directors.
SECTION 4. EXECUTIVE VICE PRESIDENTS
The Executive Vice President or Executive Vice Presidents
shall perform the duties of the President in his absence or during his
disability to act. In addition, the Executive Vice President or Executive Vice
Presidents shall perform the duties and exercise the powers usually incident to
their respective offices and/or such other duties and powers as may be properly
assigned to them from time to time by the Board of Directors, the Chairman of
the Board or the President.
SECTION 5. SENIOR VICE PRESIDENTS
The Senior Vice President or Senior Vice Presidents shall
perform the duties of the Executive Vice President or Executive Vice Presidents
in his or their absence or disability to act. In addition, the Senior Vice
President or Senior Vice Presidents shall perform the duties and exercise the
powers usually incident to their respective offices and/or such other duties and
powers as may be properly assigned to
-8-
<PAGE> 10
them from time to time by the Board of Directors, the Chairman of the Board, the
President or any Executive Vice President having supervisory authority over
them.
SECTION 6. VICE PRESIDENTS
The Vice President or Vice Presidents shall perform the duties
of the Senior Vice President or Senior Vice Presidents in his or their absence
or disability to act. In addition, the Vice President or Vice Presidents shall
perform the duties and exercise the powers usually incident to their respective
offices and such other duties and powers as may be properly assigned to them
from time to time by the Board of Directors, the Chairman of the Board, the
President or any Executive Vice President or Senior Vice President having
supervisory authority over them.
SECTION 7. SECRETARY
The Secretary shall issue notices of meetings, keep the
minutes of the Board of Directors and its committees, have charge of the
corporate seal, and perform such other duties and exercise such other powers as
are usually incident to such office or are properly assigned thereto by the
Board of Directors, the Chairman of the Board, the President or any Executive
Vice President or Senior Vice President or Vice President having supervisory
authority over him.
SECTION 8. TREASURER
The Treasurer shall have charge of all monies and securities
of the Corporation, other than monies and securities of any division of the
Corporation which has a treasurer or financial officer appointed by the Board of
Directors, and shall keep regular books of account. The funds of the Corporation
shall be deposited in the name of the Corporation by the Treasurer with such
banks or trust companies as the Board of Directors or the Executive Committee
from time to time shall designate. He shall sign or countersign such instruments
as require his signature, shall perform all such duties and have all such powers
as are usually incident to such office or are properly assigned to him by the
Board of Directors, the Chairman of the Board, the President or any Executive
Vice President or Senior Vice President or Vice President having supervisory
authority over him, and may be required to give bond for the faithful
performance of his duties in such sum and with such surety as may be required by
the Board of Directors.
SECTION 9. CONTROLLER
The Controller shall be responsible for the accounting
policies and practices of the Corporation, maintain its financial records,
collect and consolidate the financial results of its subsidiaries and other
operating units, prepare its financial reports, determine the amount and source
of the funds required to meet its financial obligations, and perform such other
duties and exercise such other powers as are usually incident to such office or
are properly assigned thereto by the Board of Directors, the Chairman of the
Board, the President or any Executive Vice President or Senior Vice President or
Vice President having supervisory authority over him.
-9-
<PAGE> 11
SECTION 10. ASSISTANT SECRETARY; ASSISTANT TREASURER
The Board of Directors may appoint one or more assistant
secretaries and one or more assistant treasurers, or one appointee to both such
positions, which officers shall have such powers and shall perform such duties
as are provided in these By-Laws to the Secretary or Treasurer, as the case may
be, or as are properly assigned thereto by the Board of Directors, the Chairman
of the Board, the President, the Secretary or Treasurer as the case may be, or
any other officer having supervisory authority over them.
ARTICLE V
FISCAL YEAR
The fiscal year of the Corporation shall end on the
thirty-first day of December in each year, or on such other day as may be fixed
from time to time by the Board of Directors.
ARTICLE VI
SEAL
The Board of Directors shall provide a suitable seal,
containing the name of the Corporation, which seal shall be in the charge of the
Secretary or an Assistant Secretary.
ARTICLE VII
STOCK
SECTION 1. STOCK OF THE CORPORATION
Shares of stock of the Corporation shall be represented by
certificates, provided that the Board of Directors may provide that some or all
of a class or series of stock shall be uncertificated shares. Certificates
representing shares of stock of the Corporation shall be issued in such form as
may be approved by the Board of Directors and shall be signed, manually or by
facsimile, by the Chairman of the Board, President, or an Executive Vice
President or Senior Vice President or Vice President and by the Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary, and sealed with the seal
of the Corporation or a facsimile thereof.
SECTION 2. TRANSFERS
The Board of Directors shall have power and authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of stock of the Corporation. The Board of Directors
may appoint Transfer Agents and Registrars thereof.
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<PAGE> 12
SECTION 3. RECORD DATE; CLOSING OF TRANSFER BOOKS
The Board of Directors may fix a record date or direct that
the stock transfer books be closed for a stated period for the purpose of making
any proper determination with respect to stockholders, including which
stockholders are entitled to notice of or to vote at a meeting or any
adjournment thereof, receive payment of any dividend or other distribution, or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock. The record date may not be more than
sixty nor less than ten days before the date on which the action requiring the
determination will be taken; the transfer books may not be closed for a period
longer than twenty days; and, in the case of a meeting of stockholders, the
closing of the transfer books shall be at least ten days before the date of the
meeting.
SECTION 4. LOST CERTIFICATES
The Board of Directors may determine the conditions upon which
a new certificate of stock will be issued to replace a certificate which is
alleged to have been lost, stolen, mutilated or destroyed, and the Board of
Directors may delegate to any officer of the Corporation the power to make such
determinations and to cause such replacement certificates to be issued.
SECTION 5. WARRANTS
The foregoing provisions relative to certificates of stock
shall also apply to allotment certificates or other certificates or warrants
representing rights with respect to stock in the Corporation, which certificates
or warrants may be issued from time to time by a vote of the Board of Directors
in such form as they may approve.
SECTION 6. STOCK LEDGER
The Corporation shall maintain a stock ledger which contains
the name and address of each stockholder and the number of shares of stock of
each class which the stockholder holds. The stock ledger may be in written form
or in any other form which can be converted within a reasonable time into
written form for visual inspection. The original stock ledger shall be kept at
the office of the Corporation's Transfer Agent.
ARTICLE VIII
SIGNATURES
SECTION 1. NEGOTIABLE INSTRUMENTS
All checks, drafts, notes, or other obligations of the
Corporation shall be signed (a) by any two officers of the Corporation of the
rank of Chairman of the Board, President, Executive Vice President, Senior Vice
President or Vice President, (b) by the Chairman of the Board, President, any
Executive Vice President or any Senior Vice President or any Vice President, and
by the Treasurer or Assistant Treasurer or Secretary
-11-
<PAGE> 13
or Assistant Secretary, or (c) as otherwise authorized by the Board of Directors
or the Executive Committee; provided, however, that bonds, debentures or notes
issued under a mortgage indenture or trust agreement with a bank or trust
company as trustee and coupons attached pertaining to any such bonds, debentures
or notes may be executed manually or by facsimile.
SECTION 2. STOCK TRANSFERS
All endorsements, assignments, transfers, stock powers or
other instruments of transfer of securities standing in the name of the
Corporation shall be executed for and in the name of the Corporation (a) by any
two officers of the Corporation of the rank of Chairman of the Board, President,
Executive Vice President, Senior Vice President or Vice President, or (b) by the
Chairman of the Board, President, any Executive Vice President or any Senior
Vice President or any Vice President, and by the Secretary or any Assistant
Secretary, or (c) as otherwise authorized by the Board of Directors.
ARTICLE IX
WAIVER OF NOTICE OF MEETINGS
SECTION 1. STOCKHOLDERS
Notice of the time, place and/or purpose of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy; and if any stockholder shall, in a
writing filed with the records of the meeting, either before or after the
holding thereof, waive notice of any stockholders' meeting, notice thereof need
not be given to him.
SECTION 2. DIRECTORS
Notice of any meeting of the Board of Directors or of any
committee thereof need not be given to any director if he shall attend such
meeting in person, or shall in a writing filed with the records of the meeting,
either before or after the holding thereof, waive such notice; and any meeting
of the Board of Directors or of any committee thereof shall be a legal meeting
without any notice thereof having been given if all such directors shall be
present at such meeting.
ARTICLE X
VOTING OF STOCKS
Unless otherwise ordered by the Board of Directors, the
Chairman of the Board, the President, any Executive Vice President or any Senior
Vice President or any Vice President of this Corporation shall have full power
and authority, on behalf of the Corporation, to attend, act and vote at any
meeting of the stockholders of any corporation in which this Corporation may
hold stock and at such meeting may exercise any or all
-12-
<PAGE> 14
rights and powers incident to the ownership of such stock and which as owner
thereof the Corporation might exercise if present and to execute on behalf of
the Corporation a proxy or proxies empowering others to act as aforesaid. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.
ARTICLE XI
CHECKS, NOTES, ETC.
All checks on the Corporation's bank accounts and all drafts,
bills of exchange and promissory notes, and all acceptances, obligations and
other instruments for the payment of money, shall be signed by such person or
persons as shall be authorized to do so from time to time by the Board of
Directors or by the committee or officer or officers of the Corporation to whom
the Board shall have delegated the power to authorize such signing; provided,
however, that the signature of any person so authorized on checks and drafts
drawn on the Corporation's dividend and special accounts may be in facsimile if
the Board of Directors or such committee or officer or officers, whichever shall
have authorized such person to sign such checks or drafts, shall have authorized
such person to sign in facsimile, and provided further that in case notes or
other instruments for the payment of money (other than notes, bonds or
debentures issued under a trust instrument of the Corporation) are required to
be signed by two persons, the signature thereon of only one of the persons
signing any such note or other instrument may be in facsimile, and that in the
case of notes, bonds or debentures issued under a trust instrument of the
Corporation and required to be signed by two officers of the Corporation, the
signatures of both such officers may be in facsimile if specifically authorized
and directed by the Board of Directors of the Corporation and if such notes,
bonds or debentures are required to be authenticated by a corporate trustee
which is a party to the trust instrument and provided further that in case any
person or persons who shall have signed any such note or other instrument,
either manually or in facsimile, shall have ceased to be a person or persons so
authorized to sign any such note or other instrument, whether because of death
or by reason of any other fact or circumstance, before such note or other
instrument shall have been delivered by the Corporation, such note or other
instrument may, nevertheless, be adopted by the Corporation and be issued and
delivered as though the person or persons who so signed such note or other
instrument had not ceased to be such a person or persons.
ARTICLE XII
OFFICES
The Corporation may have offices outside the State of Delaware
at such places as shall be determined from time to time by the Board of
Directors.
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<PAGE> 15
ARTICLE XIII
AMENDMENTS
Subject to the provisions of the Certificate of Incorporation,
(a) these By-Laws may be amended, altered or repealed by the stockholders at any
annual or special meeting by the affirmative vote of at least 75 percent of the
voting power of the outstanding shares of Voting Stock and (b) these By-Laws may
be amended, altered or repealed by the Board of Directors by the affirmative
vote of a majority of the Whole Board.
-14-
<PAGE> 1
Exhibit 5
DEWEY BALLANTINE LLP
1301 Avenue of the Americas
New York 10019-6092
Tel 212 259-8000 Fax 212 259-6333
March 9, 1999
Chicago Title Corporation
171 North Clark Street
Chicago, Illinois 60601
Re: Registration Statement on Form S-8 Filed with the
Securities and Exchange Commission on March 9, 1999
Gentlemen:
We are acting as counsel for Chicago Title Corporation, a
Delaware corporation ("Chicago Title"), in connection with the registration by
Chicago Title under the Securities Act of 1933, as amended (the "Act"), of
80,000 shares of common stock, par value $1.00 per share (the "Shares"), of
Chicago Title to be offered pursuant to the Chicago Title Corporation and
Subsidiaries 1999 Annual Incentive Plan (the "Plan") under the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on March
9, 1999 (the "Registration Statement").
We are familiar with the proceedings of Chicago Title relating
to the authorization and issuance of the Shares. In addition, we have made such
further examinations of law and fact as we have deemed appropriate in connection
with the opinion hereinafter set forth. We express no opinion as to the law of
any jurisdiction other than the laws of the State of New York and the corporate
laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that the
Shares to be offered pursuant to the Plan have been duly authorized and, when
issued in accordance with the resolutions of the Board of Directors of Chicago
Title authorizing such issuance, will be validly issued, fully paid and
nonassessable.
<PAGE> 2
Chicago Title Corporation
March 9, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act, or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Chicago Title Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm as experts in the registration statement.
/s/ KPMG LLP
Chicago, Illinois
March 9, 1999
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby
constitute and appoint JOHN RAU and PAUL T. SANDS, JR., and each of them, with
full powers of substitution, their true and lawful attorneys-in-fact and agents
to do any and all acts and things and to execute any and all instruments which
said attorneys-in-fact and agents may deem necessary or advisable to enable
Chicago Title Corporation, a Delaware corporation, to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Act of the number of shares of Common Stock, par value
$1.00 per share, of Chicago Title Corporation that may be offered from time to
time pursuant to the Chicago Title Corporation and Subsidiaries 1999 Annual
Incentive Plan, including specifically, but without limitation thereof, power
and authority to sign the names of the undersigned as directors of Chicago Title
Corporation to the Registration Statement to be filed with the Securities and
Exchange Commission and any amendment, supplement or update thereto in respect
of such shares of Common Stock of Chicago Title Corporation and to any documents
filed as part of or in connection with said Registration Statement or
amendments, supplements or updates; and the undersigned do hereby ratify and
confirm all that said attorneys-in-fact and agents shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these
presents on the 26th day of January, 1999.
<TABLE>
<CAPTION>
<S> <C>
/s/ Norman R Bobins /s/ John J. Burns, Jr.
----------------------------------- -----------------------------------------
Norman R Bobins John J. Burns, Jr.
/s/ Peter H. Dailey /s/ Robert M. Hart
----------------------------------- -----------------------------------------
Peter H. Dailey Robert M. Hart
/s/ Philip G. Heasley /s/ Allan P. Kirby, Jr.
----------------------------------- -----------------------------------------
Philip G. Heasley Allan P. Kirby, Jr.
/s/ M. Leanne Lachman /s/ William K. Lavin
----------------------------------- -----------------------------------------
M. Leanne Lachman William K. Lavin
/s/ Lawrence F. Levy /s/ Margaret P. MacKimm
----------------------------------- -----------------------------------------
Lawrence F. Levy Margaret P. MacKimm
/s/ Langdon D. Neal /s/ Alan N. Prince
----------------------------------- -----------------------------------------
Langdon D. Neal Alan N. Prince
/s/ Richard P. Toft
-----------------------------------------
Richard P. Toft
</TABLE>
<PAGE> 1
Exhibit 99
CHICAGO TITLE CORPORATION AND SUBSIDIARIES
1999 ANNUAL INCENTIVE PLAN
1. ESTABLISHMENT OF PLAN. The CHICAGO TITLE CORPORATION AND SUBSIDIARIES
1999 ANNUAL INCENTIVE PLAN (Plan), an unfunded incentive compensation
plan, is hereby established effective January 1, 1999 by CHICAGO TITLE
CORPORATION (Company) for certain employees of itself and its corporate
affiliates. The Plan shall continue from year to year, except as
otherwise amended or terminated by the Company.
2. AFFILIATED COMPANIES. The Company may, at its option, authorize and
designate any of its affiliated corporations to participate in the Plan
and, in that event, any such corporation shall execute a written
statement of adoption, consenting to the terms and conditions of the
Plan. Each participating company (including the Company) shall be
referred to as an "Employer" hereunder.
3. ELIGIBILITY - SELECTION BY PRESIDENT AND CHIEF EXECUTIVE OFFICER. The
Plan is intended to provide incentive to select personnel of Employers
who are able to contribute to the achievement of the Company's and its
affiliates' primary business objectives and to reward superior
performance and results. The President and Chief Executive Officer of
the Company shall select and determine those persons who shall be
eligible to participate in the Plan other than the President and Chief
Executive Officer of the Company and his direct reports. The
eligibility of the President and the Chief Executive Officer for the
Plan participation is authorized by his employment agreement with
Chicago Title Corporation. The eligibility of the direct reports of the
President shall be determined by the Compensation Committee of the
Board of Directors of the Company.
4. INCENTIVE OPPORTUNITIES - PAYMENT OF INCENTIVES.
A. An incentive opportunity shall be established for each Plan
participant expressed both as a percentage of such
participant's annual salary earned during the Plan year and as
a dollar amount (hereinafter "Incentive Factor"). Incentive
Factors shall be determined by the President and Chief
Executive Officer for participants other than the President
and Chief Executive Officer and his direct reports. Subject to
contractual provisions, if any, the President and Chief
Executive Officer shall make recommendations to the
Compensation Committee regarding incentive opportunities for
his direct reports and the Committee shall review and finally
approve such recommendations. The Incentive Factor for the
President and Chief Executive Officer shall be as provided in
his employment agreement. Participants shall be notified in
writing, by the end of February of each Plan year, with
respect to their Incentive Factor and the portion that is
subject to financial performance and the portion that is
subject to individual objectives. The precise opportunity
keyed to corporate financial performance will be as described
below.
<PAGE> 2
B. Generally, a portion of each participant's Incentive Factor
shall be based on the attainment or non-attainment of special
objectives crafted on an individual or group basis. Such
special objectives shall be in writing and shall generally
constitute from one-third to one-half of the maximum incentive
opportunity. For the President and Chief Executive Officer,
the weighting for special objectives shall be one-third of his
incentive opportunity, unless in a given year he and the
Chairman of the Compensation Committee of the Board of
Directors of Chicago Title Corporation mutually agree to a
different relative weighting.
C. A participant's incentive at the time of distribution shall be
payable as follows:
i. Distributions up to and including $20,000 shall be
payable in cash;
ii. Distributions in excess of $20,000 and up to and
including $120,000 shall be paid 80% in cash and 20%
in Chicago Title Corporation stock; provided that,
the amount payable in Chicago Title Corporation stock
shall be reduced dollar for dollar by the
participant's investment in the Chicago Title
Corporation Employee Stock Purchase Plan for the Plan
year just completed;
iii. Distributions in excess of $120,000 shall be paid 75%
in cash and 25% in Chicago Title Corporation stock;
provided that, if the participant's credit for
investments in the Employee Stock Purchase Plan has
not been exhausted as provided in subparagraph
(ii)(a) above, the balance of such credit shall
reduce the required payment in Chicago Title
Corporation stock in this subparagraph.
5. ADMINISTRATION OF PLAN. The Plan shall be administered by, or under the
direction of, the Compensation Committee of the Board of Chicago Title
(the "Committee"). The Committee's interpretation of the Plan or any
awards thereunder, including the determination of ROE, Net Income and
Beginning Shareholders' Equity for any Plan Year and any adjustments
thereto, shall be final and binding on all parties concerned. The
Committee shall have authority, subject to the provisions of the Plan,
to establish, adopt and revise such rules, regulations, guidelines,
forms of agreement and instruments relating to the Plan as it may deem
necessary or advisable for the administration of the Plan. The
Committee may make such changes or adjustments to Net Income and
Beginning Shareholders' Equity for any Plan Year as it may deem
advisable in order to adjust for the effect upon Net Income and
Shareholders' Equity of transactions of an extraordinary, unusual or
non-recurring nature, including changes in reserving practices or
rates, releases of reserves, or any change in accounting rules or
practices, retroactive restatement of earnings or the like. All
decisions as to participation, levels of responsibility and other
matters made by the Committee, the President and Chief Executive
Officer of the Company and administering officers, as the case may be,
shall be final. The President and Chief Executive Officer is authorized
to make discretionary decisions regarding eligibility, participation,
and distributions regarding an individual participant as shall be
equitable for that participant. The Company shall prepare and maintain
a schedule of plan participants showing the mix between financial and
special
2
<PAGE> 3
objectives and shall provide a copy of such schedule to the
Compensation Committee on at least an annual basis.
6. CALCULATION OF BENEFITS - DEFINITIONS. In calculating benefits payable
under the Plan, the following definitions shall apply:
A. "Rate of Return on Equity," or "ROE," shall mean the
percentage calculated by dividing the Company's Net Income for
the relevant calendar year by Beginning Stockholders' Equity
for such year. "Net Income" shall mean the audited
consolidated after-tax net income of the Company.
"Shareholder's Equity" shall mean the total assets of the
Company and its subsidiaries less total liabilities of the
Company and its subsidiaries, all as shown on a consolidated
balance sheet. "Beginning Shareholders' Equity" shall mean the
Shareholders' Equity on the first day of each calendar year,
based upon the publicly reported Shareholders' Equity as of
the end of the immediately preceding year end. The calculation
of ROE shall be subject to change or adjustment as provided
in Paragraph 5 above.
B. "Executives" shall mean the President and Chief Executive
Officer and any participants approved by the President. An
"Executives" eligibility will be determined, in part, on
whether the officer has the potential to have a significant
impact on both the level and volatility of the Company's
return on equity.
C. "Managers/Professionals" shall mean any participants not
qualifying as Executives.
D. "Incentive Factor" shall have the meaning set forth in section
4A above.
7. CALCULATION OF BENEFITS - PROCEDURE. The incentive opportunity for Plan
participation based on financial performance shall be determined as
follows:
A. Financial incentive opportunities for Managers/Professionals
and Executives are as described below in Paragraphs B and C,
respectively.
- More than maximum achievement will simply pay out at
the maximum provided.
- All calculations of benefits are subject to such
additional modifications of accounting results from
operations of the Company as the Company may, in its
sole and absolute discretion, deem appropriate.
B. The steps in calculating a manager's incentive opportunity
based on financial performance are as follows:
3
<PAGE> 4
Step 1 Determine the assigned percentage of base salary
(Incentive Factor) against which a multiplier is to
be applied to produce the incentive payable.
Step 2 Adjust the Incentive Factor by multiplying that
amount by a number determined as follows:
i. for ROE of 8% or below multiply by 0;
ii. for ROE of 10% multiply by .33;
iii. for ROE between 8% and 10% multiply by 1/2
of the interpolated number between 0 and
.33;
iv. for ROE of 14% multiply by 1.0;
v. for ROE between 10% and 14% multiply by the
interpolated number between .33 and 1.0;
vi. for ROE of 30% or more multiply by 1.5.
vii. for ROE between 14% and 30% multiply by the
interpolated number between 1.0 and 1.5.
Step 3 SUMMARY:
ROE MULTIPLIER (of Incentive Factor)
Under 8% 0
INTERPOLATE BETWEEN
Between 8% to 10% 0 and .33 and
take one-half of the result.
at 10% .33
INTERPOLATE BETWEEN
Between 10% - 14% .33 and 1.0
at 14% 1.0
INTERPOLATE BETWEEN
Between 14% - 30% 1.0 and 1.5
30% and over 1.5
4
<PAGE> 5
C. The steps in calculating an Executive's incentive opportunity
based on financial performance are as follows:
Step 1 Determine the assigned percentage of base salary
(Incentive Factor) against which a multiplier is to
be applied to produce the incentive payable.
Step 2 Adjust the Incentive Factor as follows:
i. Multiply by O for any ROE below 11%.
ii. Multiply by .5 for ROE at 11% and multiply
by 1.0 for ROE at 14%. Interpolate for any
ROE between those amounts.
iii. Multiply by 1.0 for ROE at 14% and multiply
by 2.5 for ROE at 30% or greater.
Interpolate for any ROE between 14% and 30%.
Step 3 SUMMARY:
ROE MULTIPLIER (of incentive factor)
0% - 10.99% 0
11% - 14% .5 Interpolate 1.0
14% - 30% or more 1.0 Interpolate 2.5
Interpolated Multiplier shall be calculated to four
decimal points.
Step 4 Make all payouts in the combination of stock and cash
specified by Section 4C up to the payout attributable
to a multiplier of 1.5. Payments attributable to a
multiplier in excess of 1.5 shall be paid in common
stock of the Company with a three year vesting
schedule (on a monthly pro rata basis) and in
accordance with procedures to be promulgated by the
administrators of the Plan; provided that, all rights
to stock not yet vested shall be forfeited upon any
termination for cause or other termination of
employment prior to payment, except for bona fide
retirement after age 60 from the Company, and
employment in any business competitive with the
Company and its Corporate affiliates and; provided
further, 100% vesting shall apply in cases of death,
or permanent and total disability.
5
<PAGE> 6
8. PAYOUT OF BENEFITS. The distribution of benefits under the Plan shall
be governed by the following provisions:
A. The distribution of incentive pay amounts shall be made in
cash and/or in stock, as appropriate, as soon as possible
after audited results are available for the relevant year
subject to applicable vesting restrictions.
B. Select examples or payment procedures may be set forth as
Exhibits from time to time at the Company's discretion.
C. The Company shall have the right to deduct from all Plan
distributions any taxes required by law to be withheld with
respect to such payments.
D. ASSIGNMENTS. Plan benefits may not be assigned or transferred
by a participant without the prior written consent of the
Company.
9. NOT CONTRACT OF EMPLOYMENT. Nothing in this Plan shall be constructed
as providing to a participant any contractual right to continued
employment or any special rights with respect to employment with an
Employer.
10. NO ACCRUED BENEFIT. The Company intends that the subject Plan be
subject at all times to final audited results of operation of the
Company at the end of a calendar year and that payments be in the
nature of a bonus made at its discretion. Consequently, there shall be
no accrual of benefits or pro-rata entitlement prior to the actual date
of payment except as set forth in paragraph 12 below.
11. PLAN AMENDMENT - TERMINATION. The Plan may be amended or terminated at
any time by action of the Board of Directors. In the event of Plan
termination, no benefits shall be paid under the Plan.
12. EARLY DISTRIBUTION - PRORATION. In the event of death, permanent total
disability or retirement of a participant prior to the payment of Plan
benefits, Plan benefits for the participant shall be calculated at the
end of the year in which such event occurs using actual results for the
year with benefits to be prorated to the date of such event.
13. SUBSEQUENT CYCLES. The Plan shall remain in effect for the calender
year of 1999 and succeeding calendar years unless amended or terminated
by the Company.
14. REPORTS. The Company intends but is not obligated to provide periodic
reports to plan participants of the Company's financial performance
relative to rates of return on equity.
6
<PAGE> 7
15. BOARD APPROVAL. This Plan is subject to approval of the Board of
Directors of the Company.
Executed this 22nd day of February 1999 to evidence the adoption of the
Chicago Title Corporation and Subsidiaries 1999 Annual Incentive Plan.
CHICAGO TITLE CORPORATION
By: /s/ John Rau
___________________________
President
Each participating Employer under the Plan hereby evidences its
adoption and acceptance of the Plan by signature set beside its name:
<TABLE>
<CAPTION>
Participating Employer Date of Execution Executing Officer
<S> <C> <C>
Chicago Title and Trust Company 2/22/99 /s/ Thomas J. Adams, VP
_________________ __________________________
Chicago Title Insurance Company 2/22/99 /s/ William L. Greene, VP
_________________ __________________________
Ticor Title Insurance Company 2/22/99 /s/ Kenneth C. Ferraro, VP
_________________ __________________________
Chicago Title Company 2/22/99 /s/ Thomas J. Adams, VP
_________________ __________________________
</TABLE>
7
