<PAGE> 1
As filed with the Securities and Exchange Commission on February 23, 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
1998 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
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ====================== ======================= ====================== ====================
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 70,000 $37.50 $2,625,000 $729.75
========================= ====================== ======================= ====================== ====================
</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 February 18, 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 Chicago Title's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998, 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.
II-1
<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
- -------------- -----------
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 1998
Annual Incentive Plan.
II-2
<PAGE> 5
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
III-3
<PAGE> 6
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.
II-4
<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 23rd day of
February, 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.
Date: February 23, 1999 By: /s/ John Rau
----------------------------------
John Rau
President, Chief Executive Officer and Director
(principal executive officer)
Date: February 23, 1999 By: /s/ Peter G. Leemputte
-----------------------------------
Peter G. Leemputte
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
(principal financial officer)
Date: February 23, 1999 By: /s/ Bryan R. Willis
-----------------------------------
Bryan R. Willis
Vice President and Corporate Controller
Date: February 23, 1999 By: *
-----------------------------------
Norman R Bobins
Director
Date: February 23, 1999 By: *
-----------------------------------
John J. Burns, Jr.
Director
<PAGE> 8
Date: February 23, 1999 By: *
--------------------------------------
Peter H. Dailey
Director
Date: February 23, 1999 By: *
--------------------------------------
Robert M. Hart
Director
Date: February 23, 1999 By: *
--------------------------------------
Philip G. Heasley
Director
Date: February 23, 1999 By: *
--------------------------------------
Allan P. Kirby, Jr.
Director
Date: February 23, 1999 By: *
--------------------------------------
M. Leanne Lachman
Director
Date: February 23, 1999 By: *
--------------------------------------
William K. Lavin
Director
Date: February 23, 1999 By: *
--------------------------------------
Lawrence F. Levy
Director
Date: February 23, 1999 By: *
--------------------------------------
Margaret P. MacKimm
Director
Date: February 23, 1999 By: *
--------------------------------------
Langdon D. Neal
Director
<PAGE> 9
Date: February 23, 1999 By: *
------------------------------
Alan N. Prince
Director
Date: February 23, 1999 By: *
------------------------------
Richard P. Toft
Director
*By: /s/ Paul T. Sands, Jr.
-----------------------
Paul T. Sands, Jr.
Attorney-in-Fact
<PAGE> 10
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
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 1998
Annual Incentive Plan.
<PAGE> 1
Exhibit 5
DEWEY BALLANTINE LLP
1301 Avenue of the Americas
New York 10019-6092
Tel 212 259-8000 Fax 212 259-6333
February 23, 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 February 23, 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
70,000 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 1998 Annual Incentive Plan (the "Plan") under the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
February 23, 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
February 23, 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
February 23, 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 1998 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.
/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
<PAGE> 1
Exhibit 99
CHICAGO TITLE CORPORATION AND SUBSIDIARIES
1998 ANNUAL INCENTIVE PLAN
AS AMENDED AND RESTATED
DECEMBER 31, 1998
1. RESTATEMENT OF PLAN. The CHICAGO TITLE CORPORATION AND SUBSIDIARIES
ANNUAL INCENTIVE PLAN (Plan), an unfunded incentive compensation plan,
formerly known as the Chicago Title and Trust Company Annual Incentive
Plan effective January 1, 1997, is hereby amended and restated as of
December 31, 1998 by CHICAGO TITLE CORPORATION (Company), as successor
plan sponsor to Chicago Title and Trust Company for certain employees
of itself and its corporate affiliates.
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, in his sole discretion, those
persons who shall be eligible to participate in the Plan excluding
however new employees when the terms of employment have been approved
by the Board of Directors of the Company. The eligibility of the
President and Chief Executive Officer of the Company for Plan
participation shall be authorized by the Compensation Committee of the
Board of Directors of Chicago Title Corporation. At present the
employment contract of the President and Chief Executive Officer
authorizes his participation in the Plan.
4. INCENTIVE OPPORTUNITIES.
A. All Plan participants shall receive an incentive opportunity
based on a variable percentage of annual salary or the
participant's salary range mid-point which was in effect prior
to Broad Band implementation, if higher, with the precise
opportunity keyed to corporate financial performance as
described below.
B. Certain participants may have their incentive opportunity
modified based on the attainment or non-attainment of special
objectives crafted on an individual or group basis. Such
special objectives shall generally constitute from one-third
to one-half of the maximum incentive opportunity. For the
President and Chief Executive Officer of the Company, the
weighting for special objectives shall be one-third except as
approved by the Chairman of the Compensation Committee.
5. ADMINISTRATION OF PLAN. Subject to general discretion and supervision
of the Compensation Committee of the Board of Directors of the Company,
the officers of Company or Chicago
<PAGE> 2
Title and Trust Company shall be responsible for administering the Plan
and all decisions as to participation, levels of responsibility and
other matters made by such officers and the President and Chief
Executive Officer of the Company 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 deemed equitable for that
participant.
Administering Officers shall prepare and maintain a schedule of plan
participants showing the mix between financial and special 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 definition shall apply:
A. "Cyclical Net Revenue Margin" is intended to approximate the
cyclical results of operations of the Company and is
calculated as adjusted pre-tax contribution from title
operations and real estate services divided by net revenue.
Adjusted pre-tax contribution from title operations and real
estate services includes concentration investment income, and
excludes corporate investment income, interest expense on
acquisition debt. Net revenue is net of agent's commissions,
and excludes corporate investment income.
7. CALCULATION OF BENEFITS - PROCEDURE. The incentive opportunity for Plan
participation based on financial performance shall be determined as
follows:
A. An incentive factor will be determined from cyclical financial
results as follows:
INCENTIVE FACTOR DETERMINATION
<TABLE>
<CAPTION>
Threshold Target Maximum
--------- ------ -------
<S> <C> <C> <C> <C>
Cyclical Net Revenue
Margin under 3% 3% 5% 8% or more
Incentive Factor
(used as a multiplier) -0- .5 1.0 1.5
</TABLE>
B. The incentive factor will be applied to a schedule of cyclical
financial earnings against plan using a payout percentage of
25% to 100% depending on targets for financial performance
against plan. The cyclical financial earnings schedule for
1997 is attached as EXHIBIT A. Similar schedules will be
developed for subsequent years.
C. The following provisions shall govern application of the
incentive factor and financial performance as described above:
2
<PAGE> 3
- Failing to meet the threshold measures for either the
incentive factor or financial performance will result in
no payout.
- More than maximum achievement will simply payout at the
maximum provided.
- Between the threshold and the maximum, straight-line
interpolation will be used to determine final figures for
Plan calculation.
- 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.
8. PAYOUT OF BENEFITS FOR THE 1997 CYCLE. The distribution of benefits for
the cycle commencing January 1, 1997 shall be governed by the following
provisions:
A. The distribution of incentive pay amounts shall be made in
cash as soon as possible after audited results are available
at the end of the one year performance cycle.
B. Select examples of 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. Assignment. Plan benefits shall not be assigned or transferred
by a participant without the prior written consent of the
Company.
8A. Payout of Benefits for the 1998 Cycle. The distribution of benefits for
the cycle commencing January 1, 1998 shall be governed by the following
provisions:
A. The distribution of incentive pay amounts shall be made when
administratively convenient after the completion of audited
financial statements and shall be payable as follows:
i. Except as provided in subsection (ii) below, any payment
hereunder shall be made 100% in cash;
ii. For any participant receiving in 1998 a restricted grant
of Chicago Title Corporation common stock or a stock
option grant of 5000 or more shares of Chicago Title
Corporation common stock, any payment hereunder shall be
made 75% in cash and 25% in Chicago Title Corporation
common stock in accordance with administrative procedures
promulgated by the Company.
3
<PAGE> 4
B. 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.
C. Assignment. Plan benefits shall 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 construed 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 results of operations of the Company at
the end of a performance cycle and that payments be in the nature of a
bonus made at its discretion. Consequently, except as specifically
provided in this Agreement regarding an early distribution under
Paragraph 12, there shall be no accrual of benefits or pro-rata
entitlement in favor of a participant prior to the actual date of
payment. Any termination of employment by a participant prior to that
date shall forfeit the participant's right to benefits.
11. PLAN AMENDMENT - TERMINATION. The Company reserves the right to amend
or terminate this Plan at any time. In the event of Plan termination,
no benefits shall be paid under the Plan.
12. EARLY DISTRIBUTION. In the event of death, permanent total disability
or retirement of a participant, Plan benefits for that person shall be
calculated at the end of the month in which such event occurs using
actual results for that month with benefits to be prorated to the date
of such event.
13. CYCLES. This Plan shall provide for incentives for the 1997 and 1998
Plan years unless terminated or further amended by the Company.
14. REPORTS. The Company intends but is not obligated to provide periodic
reports to plan participants of the Company's standing under the
performance grid set forth in Paragraph 7 above.
The Plan sponsor and the following Employers hereby execute the Chicago
Title Corporation and Subsidiaries 1998 Annual Incentive Plan as amended and
restated to evidence their acceptance of the Plan as amended and restated:
CHICAGO TITLE CORPORATION
By: /s/ John Rau Date: 2/22/99
--------------------------- ------------------
President
4
<PAGE> 5
CHICAGO TITLE AND TRUST COMPANY
By:/s/ Thomas J. Adams Date: 2/22/99
----------------------------------- ------------------
Vice President
CHICAGO TITLE INSURANCE COMPANY
By:/s/ William Greene Date: 2/22/99
----------------------------------- ------------------
Vice President
CHICAGO TITLE COMPANY
By:/s/ Thomas J. Adams Date: 2/22/99
----------------------------------- ------------------
Vice President
TICOR TITLE INSURANCE COMPANY
By:/s/ Kenneth C. Ferraro Date: 2/22/99
----------------------------------- ------------------
Vice President
5
<PAGE> 6
EXHIBIT A
CYCLICAL FINANCIAL EARNINGS
AROUND PLAN FOR 1997
<TABLE>
<CAPTION>
Threshold Target Maximum
--------- ------ -------
1997
<S> <C> <C> <C>
Financial Earnings 90% of Plan 100% of Plan 110% of Plan
Around Plan
Payout as a % of Maximum 25% 60% 100%
</TABLE>
6
