<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
REGISTRATION NO. 333-60313
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
BANK ONE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-1597175
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
100 EAST BROAD STREET 43271
COLUMBUS, OHIO (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
FIRST CHICAGO CORPORATION 1983 STOCK OPTION PLAN
FIRST CHICAGO CORPORATION STOCK INCENTIVE PLAN
LAKE SHORE BANCORP., INC. STOCK INCENTIVE PLAN
FIRST CHICAGO NBD CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
FIRST CHICAGO NBD CORPORATION SAVINGS AND INVESTMENT PLAN
NBD BANCORP, INC. PERFORMANCE INCENTIVE PLAN
FIRST CHICAGO NBD CORPORATION DIRECTOR STOCK PLAN
FIRST CHICAGO NBD CORPORATION STOCK PERFORMANCE PLAN
BARRINGTON BANCORP 1993 STOCK OPTION AND INCENTIVE PLAN
INB FINACIAL CORPORATION 1990 STOCK INCENTIVE PLAN
INB FINANCIAL CORPORATION INCENTIVE STOCK OPTION PLAN
AMERIFED FINANCIAL CORP. 1991 INCENTIVE STOCK OPTION PLAN
FNW BANCORP, INC. 1989 STOCK INCENTIVE PLAN
SUMMCORP EMPLOYEE STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)
STEVEN ALAN BENNETT, ESQ.
BANK ONE CORPORATION
100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0158
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(614) 248-7590
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
SHERMAN I. GOLDBERG, ESQ.
FIRST CHICAGO NBD CORPORATION
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
- --------------------------------------------------------------------------------
Amending the Prospectus
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends Registration Statement
No. 333-60313 which was previously filed on Form S-4 (the "Original Registration
Statement") in connection with the mergers (the "Mergers") of each of First
Chicago NBD Corporation, a Delaware corporation ("FCN"), and BANC ONE
CORPORATION, an Ohio corporation ("BANC ONE"), with and into BANK ONE
CORPORATION, a Delaware corporation ("ONE"). The Original Registration
Statement as amended by this Post-Effective Amendment No. 1 is referred to
herein as the "Registration Statement". In connection with the filing of the
Original Registration Statement, 547,000,000 shares of ONE Common Stock, $0.01
par value per share (the "ONE Common Stock"), were registered with the
Securities and Exchange Commission (the "Commission") and the applicable filing
fee was paid. The number of shares so registered pursuant to the Original
Registration Statement were those shares which are expected to be distributed to
the holders of FCN Common Stock, $1.00 par value per share (the "FCN Common
Stock"), in connection with the Mergers and those shares which are necessary to
be distributed, or reserved for issuance, to FCN employees and directors in
connection with certain employee benefit plans of FCN in effect at the time of
the Mergers as listed on the cover of this Post-Effective Amendment No.1 (the
"FCN Plans"). Pursuant to the terms of the Mergers, all outstanding FCN
employee and director stock options exercisable for FCN Common Stock under the
FCN Plans are to be converted into stock options exerciseable for ONE Common
Stock after the effective time of the Mergers based on a formula which will be
described in the offering material sent to holders of FCN stock options. In
addition, modifications will be made in the other FCN Plans to provide for the
issuance of ONE Common Stock in lieu of FCN Common Stock, as provided in the
relevant plan, after the effective time of the Mergers; updated offering
materials also will be sent to participants in these plans.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by BANC ONE (File No. 1-8552) with
the Commission are incorporated by reference in the Registration Statement:
(a) BANC ONE's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) BANC ONE's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
(c) BANC ONE's Current Reports on Form 8-K dated January 26, 1998, April
14, 1998 (as amended by the Form 8-K/A filed April 21, 1998, as amended by
the Form 8-K/A filed May 19, 1998, as amended by the Form 8-K/A filed August
17, 1998), April 22, 1998, July 21, 1998, July 22, 1998, July 24, 1998 (as
amended by a Form 8-K/A filed August 11, 1998), July 24, 1998, August 28,
1998, September 11, 1998 and September 17, 1998; and
(d) The description of BANC ONE Common Stock set forth in the BANC ONE
Registration Statement filed pursuant Section 12 of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") on Form 8-B on May 1, 1989,
including any amendment or report filed with the Commission for the purpose
of updating such description.
The following documents heretofore filed by FCN (File No. 1-7127) with the
Commission are incorporated by reference in the Registration Statement:
(a) FCN's Annual Report on Form 10-K for the year ended December 31,
1997;
(b) FCN's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998 and June 30, 1998;
(c) FCN's Current Reports on Form 8-K dated January 16, 1998, February
17, 1998, April 10, 1998, April 13, 1998, April 21, 1998, May 19, 1998, July
13, 1998, August 17, 1998, September 11, 1998 and September 15, 1998.
II-1
<PAGE>
The following documents heretofore filed by ONE with the Commission are
incorporated by reference in the Registration Statement:
(a) The Joint Proxy Statement Prospectus of BANC ONE and FCN dated July
31, 1998.
All documents filed by ONE, FCN, BANC ONE or any FCN Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all the securities offered hereby have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into the Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities
This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock of ONE offered hereby has been
passed upon for ONE by Steven Alan Bennett, Senior Vice President and General
Counsel of BANC ONE CORPORATION, the parent corporation of ONE. Mr. Bennett
owns a number of shares of common stock of BANC ONE and holds options to
purchase additional shares of common stock of BANC ONE.
The consolidated financial statements of BANC ONE and its subsidiaries
incorporated in this Registration Statement by reference to the BANC ONE Annual
Report on Form 10-K for the year ended December 31, 1997 have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
report dated February 12, 1998 accompanying such financial statements and are
incorporated herein in reliance upon the report of such firm, given on the
authority of said firm as expert in accounting and auditing.
The consolidated financial statements of FCN included in the Annual Report
on Form 10-K for the year ended December 31, 1997, incorporated herein by
reference have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
expert in accounting and auditing in giving said report.
Item 6. Indemnification of Directors and Officers
ONE is a Delaware corporation. Section 145 of the General Corporation Law of
the State of Delaware contains detailed provisions on indemnification of
directors and officers of a Delaware corporation against expenses, judgements,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with litigation.
Article Seventh of ONE's Certificate of Incorporation will, at the
consummation of the Mergers, provide for indemnification of directors and
officers. The provision will provide that any person shall to the fullest
extent permitted by the General Corporation Law of the State of Delaware be
indemnified and reimbursed by ONE for expenses and liabilities imposed upon the
person in connection with any action, suit or proceeding, civil or criminal, or
threat thereof, in which the person may be involved by reason of the person
being or having been a director, officer, employee or agent of ONE, or of any
corporation or organization which the person served in any capacity at the
request of ONE. Such Article Seventh, as permitted by the General Corporation
Law of the State of Delaware, also provides that a director of ONE shall not be
personally liable to ONE or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to ONE or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware or (iv) for any transaction from which the director derived
any improper personal benefit.
II-2
<PAGE>
The First Chicago NBD Corporation Savings and Investment Plan (the "Plan")
provides that, to the extent permitted by law, any person who is a present or
former director, officer or employee of any employer covered by the Plan to whom
the Retirement Committee, which administers the Plan, or an employer has
delegated any portion of its responsibilities under the Plan and each present or
former Retirement Committee member shall be indemnified and saved harmless by
the employers (to the extent not indemnified or saved harmless under any
liability insurance or other indemnification arrangement with respect to the
Plan) from and against any and all claims of liability to which such person may
be subjected by reason of any act done or omitted to be done in good faith with
respect to the administration of the Plan or the investment of the trust fund,
including all expenses reasonably incurred in the individual's defense, in the
event that the employers fail to provide such defense.
The First Chicago Corporation 1983 Stock Option Plan (the "1983 Plan")
provides that any person who is or was a director, officer or employee of an
employer whose employees were eligible to participate in the 1983 Plan and each
non-officer director shall be entitled to indemnification by such employers from
and against any and all liability or claim to liability to which such person may
be subjected by reason of any act done in good faith or omitted to be done in
good faith with respect to the administration of the 1983 Plan, including all
expenses reasonably incurred in the individual's defense, in the event that such
employers fail to provide such defense.
The First Chicago NBD Corporation Employee Stock Purchase and Savings Plan
(the "Stock Purchase Plan") provides that any person who is a director, officer
or employee of FCN (or its successor) or a corporation whose employees are
eligible to participate in the Stock Purchase Plan and each member of the
committee administering the Stock Purchase Plan shall be entitled to
indemnification by FCN (or its successor) from and against any and all liability
or claim of liability to which such person may be subjected by reason of any act
done or omitted to be done in good faith with respect to the administration of
the Stock Purchase Plan, including all expenses reasonably incurred in his
defense in the event that FCN fails to provide such defense.
Each of the INB Financial Corporation 1990 Stock Incentive Plan and the FNW
Bancorp, Inc. 1989 Stock Incentive Plan provides that each person who is a
member of the Board of Directors of FCN (or its successor) or a member of the
Board committee which administers such plan shall be indemnified by FCN (or its
successor) against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be a party or in which he
may be involved by reason of any action taken or failure to act under the
applicable plan and against and from any and all amounts paid by him in
settlement thereof, with FCN's (or its successor's) approval, or paid by him in
satisfaction of any judgment in any such action, suit, or proceeding against
him, provided he shall give FCN (or its successor) an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. This indemnification is not exclusive of any other rights
of indemnification to which such director may otherwise be entitled to from FCN
(or its successor).
The directors and officers of ONE may be covered by an insurance policy,
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might be incurred by them in such capacity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling ONE pursuant to the foregoing provisions, ONE
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
This item is inapplicable.
II-3
<PAGE>
Item 8. Exhibits.
The FCN Savings and Investment Plan (including any amendments thereto)
has been, or will be, submitted to the Internal Revenue Service (the "IRS") in a
timely manner and the Registrant undertakes to make all changes required by the
IRS to qualify such plan under Section 401 of the Internal Revenue Code.
This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
------ -----------------------
2.1 Agreement and Plan of Reorganization, dated as of April 10,
1998, by and among BANK ONE CORPORATION (formerly Hornet
Reorganization Corporation), a Delaware corporation, BANC ONE
CORPORATION, an Ohio corporation, and First Chicago NBD
Corporation, a Delaware corporation (incorporated by reference to
Exhibit 2.1 of the Form 8-K of BANC ONE CORPORATION dated April
10, 1998).
5.1 Opinion of Steven Alan Bennett, Senior Vice President and
General Counsel of BANC ONE CORPORATION, as to legality of
securities being issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Steven Alan Bennett, Senior Vice President and
General Counsel of BANC ONE CORPORATION (included in Exhibit 5.1
hereof)
24.1 Powers of Attorney*
99.1 Form of First Chicago NBD Corporation Savings and Investment Plan
(incorporated by reference to Exhibit 99 to First Chicago NBD
Corporation's Form S-8 Registration Statement (File No. 333-
59045))
99.2 First Chicago NBD Corporation Employee Stock Purchase and Savings
Plan (incorporated by reference to Exhibit 28 to First Chicago's
Form S-8 Registration Statement (File No.33-50574))]
99.3 First Chicago Corporation 1983 Stock Option Plan (incorporated by
reference to Exhibit 28 to First Chicago Corporation's Post-
Effective Amendment No. 1 to Form S-8 Registration Statement
(File No. 33-15779))
99.4 First Chicago Corporation Stock Incentive Plan (incorporated by
reference to Exhibit 10(A) to First Chicago Corporation's 1990
Annual Report on Form 10-K (File No. 1-6052))
99.5 Lake Shore Bancorp., Inc. Stock Incentive Plan (incorporated by
reference to Exhibit 99 to First Chicago Corporation's Post-
Effective Amendment No. 1 to Form S-8 Registration Statement
(File No. 33-52259))
99.6 First Chicago NBD Corporation Stock Performance Plan
(incorporated by reference to Exhibit 10(Y) to First Chicago NBD
Corporation's 1995 Annual Report on Form 10-K (File No. 1-7127))
99.7 First Chicago NBD Corporation Director Stock Plan (incorporated
by reference to Exhibit 10 (X) to First Chicago NBD Corporation's
1995 Annual Report on Form 10-K (File No. 1-7127))
99.8 Barrington Bancorp 1993 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 10.2 to Barrington
Bancorp's Registration Statement on Form S-1 (File No. 33-74338))
II-4
<PAGE>
99.9 NBD Bancorp, Inc. Performance Incentive Plan (incorporated by
reference to Exhibit 10(a) of NBD Bancorp, Inc.'s 1991 Annual
Report on Form 10-K (File No. 1-7127))
99.10 INB Financial Corporation 1990 Stock Incentive Plan (incorporated
by reference to the document describing the plan dated July 3,
1990, constituting part of the Prospectus as filed as part of INB
Financial Corporation's Registration Statement on Form S-8 (File
No. 33-35714))
99.11 INB Financial Corporation Incentive Stock Option Plan
(incorporated by reference to the Prospectus dated June 19, 1989,
filed as part of INB Financial Corporation's Registration
Statement on Form S-8 (File No. 33-13611))
99.12 Amerifed Financial Corp. 1991 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.6 to Amerifed Financial
Corp.'s Registration Statement on Form S-1 (File No. 33-40452))
99.13 FNW Bancorp, Inc. 1989 Stock Incentive Plan
99.14 SUMMCORP Employee Stock Option Plan
_______________________________
* Previously filed.
II-5
<PAGE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(l) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
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 (l)(i) and (l)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to Registrant's indemnification
provisions, or otherwise, Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, 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-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ONE certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing this Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Ohio, on the 30th
day of September, 1998.
BANK ONE CORPORATION
/s/ Steven Alan Bennett
By: ______________________________________
Steven Alan Bennett
Vice President, Secretary and Assistant
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on September 30, 1998.
Signature Title
--------- -----
/s/ John B. McCoy* Chairman, Chief Executive Officer and Director
- -------------------------- (Principal Executive Officer)
John B. McCoy
/s/ Michael J. McMennamin* Vice President, Treasurer and Assistant Secretary
- -------------------------- (Principal Financial and Accounting Officer)
Michael J. McMennamin
/s/ William P. Boardman* Director
- --------------------------
William P. Boardman
/s/ Richard J. Lehmann* Director
- --------------------------
Richard J. Lehmann
_______________
* The undersigned, by signing his name hereto, does hereby sign this Post-
Effective Amendment No. 1 to the Registration Statement on behalf of each of
the above-indicated directors and officers of the Registrant pursuant to a power
of attorney signed by such directors and officers.
/s/ Steven Alan Bennett
______________________________
Steven Alan Bennett
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
------ -----------------------
2.1 Agreement and Plan of Reorganization, dated as of April 10,
1998, by and among BANK ONE CORPORATION (formerly Hornet
Reorganization Corporation), a Delaware corporation, BANC ONE
CORPORATION, an Ohio corporation, and First Chicago NBD
Corporation, a Delaware corporation (incorporated by reference to
Exhibit 2.1 of the Form 8-K of BANC ONE CORPORATION dated April
10, 1998).
5.1 Opinion of Steven Alan Bennett, Senior Vice President and
General Counsel of BANC ONE CORPORATION, as to legality of
securities being issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Steven Alan Bennett, Senior Vice President and
General Counsel of BANC ONE CORPORATION (included in Exhibit 5.1
hereof)
24.1 Powers of Attorney*
99.1 Form of First Chicago NBD Corporation Savings and Investment Plan
(incorporated by reference to Exhibit 99 to First Chicago NBD
Corporation's Form S-8 Registration Statement (File No. 333-
59045))
99.2 First Chicago NBD Corporation Employee Stock Purchase and Savings
Plan (incorporated by reference to Exhibit 28 to First Chicago's
Form S-8 Registration Statement (File No.33-50574))]
99.3 First Chicago Corporation 1983 Stock Option Plan (incorporated by
reference to Exhibit 28 to First Chicago Corporation's Post-
Effective Amendment No. 1 to Form S-8 Registration Statement
(File No. 33-15779))
99.4 First Chicago Corporation Stock Incentive Plan (incorporated by
reference to Exhibit 10(A) to First Chicago Corporation's 1990
Annual Report on Form 10-K (File No. 1-6052))
99.5 Lake Shore Bancorp., Inc. Stock Incentive Plan (incorporated by
reference to Exhibit 99 to First Chicago Corporation's Post-
Effective Amendment No. 1 to Form S-8 Registration Statement
(File No. 33-52259))
99.6 First Chicago NBD Corporation Stock Performance Plan
(incorporated by reference to Exhibit 10(Y) to First Chicago NBD
Corporation's 1995 Annual Report on Form 10-K (File No. 1-7127))
99.7 First Chicago NBD Corporation Director Stock Plan (incorporated
by reference to Exhibit 10 (X) to First Chicago NBD Corporation's
1995 Annual Report on Form 10-K (File No. 1-7127))
99.8 Barrington Bancorp 1993 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 10.2 to Barrington
Bancorp's Registration Statement on Form S-1 (File No. 33-74338))
<PAGE>
Exhibit
Number Description of Exhibits
------ -----------------------
99.9 NBD Bancorp, Inc. Performance Incentive Plan (incorporated by
reference to Exhibit 10(a) of NBD Bancorp, Inc.'s 1991 Annual
Report on Form 10-K (File No. 1-7127))
99.10 INB Financial Corporation 1990 Stock Incentive Plan (incorporated
by reference to the document describing the plan dated July 3,
1990, constituting part of the Prospectus as filed as part of INB
Financial Corporation's Registration Statement on Form S-8 (File
No. 33-35714))
99.11 INB Financial Corporation Incentive Stock Option Plan
(incorporated by reference to the Prospectus dated June 19, 1989,
filed as part of INB Financial Corporation's Registration
Statement on Form S-8 (File No. 33-13611))
99.12 Amerifed Financial Corp. 1991 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.6 to Amerifed Financial
Corp.'s Registration Statement on Form S-1 (File No. 33-40452))
99.13 FNW Bancorp, Inc. 1989 Stock Incentive Plan
99.14 SUMMCORP Employee Stock Option Plan
_______________________________
* Previously filed.
<PAGE>
Exhibit 5.1
September 30, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: BANK ONE CORPORATION
Post-Effective Amendment No. 1 on
Form S-8 Registration Statement
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 of BANK ONE CORPORATION (the "Company") relating to
certain stock-based employee or director benefit plans of First Chicago NBD
Corporation (collectively, the "Plans") concurrently being filed with the
Securities and Exchange Commission (the "Registration Statement") pursuant to
which the Company's common stock, $ 0.01 par value per share (the "Common
Stock"), will be issued, or reserved for issuance, under the Plans pursuant to
the Merger of First Chicago NBD Corporation with, and into, the Company (the
"Merger") under the terms of the Agreement and Plan of Reorganization, dated as
of April 10, 1998, as amended (the "Agreement") by and among the Company, First
Chicago NBD Corporation and BANC ONE CORPORATION.
I am Senior Vice President and General Counsel of BANC ONE CORPORATION, the
parent corporation of the Company. I, or members of my staff subject to my
supervision, have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records, certificates of public
officials, and other documents as I have deemed necessary or relevant as a basis
for my opinion set forth herein.
On the basis of the foregoing, it is my opinion that the shares of Common
Stock offered as set forth in the Registration Statement and relevant Plan
documents, when issued in accordance with their respective terms and the terms
of the Agreement and the respective Plans, will be legally issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name whenever it appears in such
Registration Statement, including the applicable Prospectus constituting a part
thereof, as originally filed or as subsequently amended.
Very truly yours,
/s/ Steven Alan Bennett
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 (File No. 33-60313) of BANK ONE CORPORATION,
of our report dated February 12, 1998 on our audits of the
consolidated financial statements of BANC ONE CORPORATION as of December 31,
1997 and 1996, and for each of the three years in the period ended December 31,
1997, included in BANC ONE CORPORATION's Annual Report on From 10-K for the
year ended December 31, 1997. We also consent to the reference to our Firm under
the caption "Interests of Named Experts and Counsel" in this Registration
Statement.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
September 29, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To BANK ONE CORPORATION:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 15, 1998,
on the consolidated financial statements of First Chicago NBD Corporation
included in the Form 10-K of First Chicago NBD Corporation for the year ended
December 31, 1997 and to the reference to our Firm under the caption "Interests
of Named Experts and Counsel" included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois,
September 30, 1998
<PAGE>
Exhibit 99.13
FNW BANCORP, INC.
1989 Stock Incentive Plan
November 1989
<PAGE>
FNW Bancorp, Inc.
----------------
1989 Stock Incentive Plan
-------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C> <C> <C>
1 ESTABLISHMENT, PURPOSE, AND DURATION
------------------------------------
1.1 Establishment of the Plan 1
1.2 Purpose of the Plan 1
1.3 Duration of the Plan 2
2 DEFINITIONS AND CONSTRUCTION
----------------------------
2.1 Definitions 2
2.2 Gender and Number 7
2.3 Severability 7
3 ADMINISTRATION
--------------
3.1 The Committee 7
3.2 Authority of the Committee 8
3.3 Selection of Participants 8
3.4 Decisions Binding 8
3.5 Delegation of Certain
Responsibilities 9
3.6 Procedures of the Committee 9
3.7 Award Agreements 10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C> <C> <C>
4 STOCK SUBJECT TO THE PLAN
-------------------------
4.1 Number of Shares 10
4.2 Lapsed Awards 10
4.3 Adjustments in Authorized Shares 11
ELIGIBILITY AND PARTICIPATION
-----------------------------
5 5.1 Eligibility 11
5.2 Actual Participation 11
6 STOCK OPTIONS
-------------
6.1 Grant of Options 12
6.2 Option Agreement 12
6.3 Option Price 13
6.4 Duration of Options 13
6.5 Exercise of options 13
6.6 Payment 13
6.7 Restrictions on Stock
Transferability 14
6.8 Termination of Employment Due to
Death, Disability, or Retirement 14
6.9 Termination of Employment for Other
Reasons 15
6.10 Nontransferability of Options 15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C> <C> <C>
7 RESTRICTED STOCK
----------------
7.1 Grant of Restricted Stock 15
7.2 Restricted Stock Agreement 15
7.3 Transferability 16
7.4 Other Restrictions 16
7.5 Certificate Legend 16
7.6 Removal of Restrictions 17
7.7 Voting Rights 17
7.8 Dividend and Other Distributions 17
7.9 Termination of Employment Due to
Retirement 17
7.10 Termination of Employment Due to
Death or Disability 18
7.11 Termination of Employment for
Other Reasons 18
8 BENEFICIARY DESIGNATION 18
-----------------------
9 RIGHTS OF EMPLOYEES
-------------------
9.1 Employment 19
9.2 Participation 19
10 CHANGE IN CONTROL 19
-----------------
11 AMENDMENT, MODIFICATION, AND TERMINATION
----------------------------------------
11.1 Amendment, modification, and
Termination 19
11.2 Awards Previously Granted 20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C> <C> <C>
12 WITHHOLDING
-----------
12.1 Tax Withholding 20
12.2 Stock Withholding 20
13 INDEMNIFICATION 21
---------------
14 SUCCESSORS 22
----------
15 REQUIREMENTS OF LAW
-------------------
15.1 Requirements of Law 22
15.2 Governing Law 22
</TABLE>
<PAGE>
FNW BANCORP, INC.
----------------
1989 Stock Incentive Plan
-------------------------
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
-----------------------------------------------
1.1 Establishment of the Plan. FNW Bancorp, Inc. (hereinafter referred to as
-------------------------
the "Company") , a Delaware corporation, hereby establishes an incentive
compensation plan to be known as the "1989 Stock Incentive Plan" (hereinafter
referred to as the "Plan"), as set forth in this document. The Plan permits the
grant of incentive Stock options, nonqualified Stock options, and restricted
Stock. Subject to ratification by a majority of the shareholders of the Company
within twelve (12) months, the Plan shall become effective as of October 25,
1989 (the "Effective Date"), and shall remain in effect as provided in Section
1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success
-------------------
of the Company by providing incentives to Key Employees that will link their
personal interests to the long-term financial success of the Company and to the
growth in shareholder value. The Plan is intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of Key Employees upon whose judgment, interest, and special effort the
successful conduct of its operation is largely dependent.
<PAGE>
1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as
--------------------
described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 11, until all Stock subject to it shall have been purchased or acquired
according to the provisions herein. However, in no event may an Award be
granted under the Plan on or after the tenth (10th) anniversary of the Plan's
Effective Date.
ARTICLE 2. DEFINITIONS AND CONSTRUCTION
-----------------------------------------
2.1 Definitions. Whenever used in the Plan, the following terms shall have
-----------
the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
(a) "Award" means, individually or collectively, a grant under this
Plan of Incentive Stock Options, Nonqualified Stock Options, or
Restricted Stock.
(b) Beneficial Owner" shall have the meaning ascribed to such terms
in Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(c) "Board" or "Board of Directors" means the Board of Directors of
the Company.
<PAGE>
(d) "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall
have been satisfied:
(i) a change in the ownership of fifty percent (50%) or more
of the Corporation's outstanding common stock, within a
twelve month period; or,
(ii) a successful tender or exchange offer for the voting
stock of the Corporation or a merger, consolidation or
sale of assets; or,
(iii) a contested election which results in a change in
membership of a majority of the Board of Directors.
However, in no event shall a Change in Control be deemed to have
occurred, with respect to the Participant, if the Participant is part
of a purchasing group which consummates the Change in Control
transaction. The Participant shall be deemed "part of a purchasing
group..." for purposes of the preceding sentence if the Participant is
an equity participant or has agreed to become an equity participant in
the purchasing company or group (except for (i) passive ownership of
less than 5% of the Stock of the purchasing company or (ii) ownership
of equity participation in the purchasing. company or group which is
otherwise not deemed to be
<PAGE>
significant, as determined prior to the Change in Control by a
majority of the nonemployee continuing directors).
(e) Cause" means:
(i) misappropriation of any funds or property of the
Corporation; or
(ii) attempting to obtain any personal profit from any
transaction in which the Participant has an interest which
is adverse to the interest of the Corporation, unless the
Participant shall have first obtained the consent of the
Board of Directors; or
(iii) material neglect or refusal to perform the duties
reasonably assigned the Participant, or
(iv) participating in a course of conduct which is injurious to
the reputation of the Corporation or its subsidiaries; or
(v) being convicted of a felony; or
(vi) being adjudicated a bankrupt.
(f) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(g) "Committee" means the Executive Committee of the Board, or any other
committee appointed by the Board to administer the Plan pursuant to Article
3 herein.
(h) "Company" means FNW Bancorp, Inc., a Delaware bank holding corporation
(including any and all subsidiaries), or any successor thereto as provided
in Article 14 herein.
<PAGE>
(i) "Disability" means a permanent and total disability within the
meaning of Code Section 22(e)(3), as determined by the Committee
in good faith, upon receipt of sufficient competent medical
advice.
(j) "Fair Market Value" means the average of the highest and lowest
price at which the Stock was traded on the ten trading days prior
to the relevant date, as reported by the National Association of
Securities Dealers.
(k) "Incentive Stock Option" or "ISO" means an option to purchase
Stock, granted under Article 6 herein, which is designated as an
incentive Stock option and is intended to meet the requirements
of Section 422A of the Code.
(1) "Key Employee" means an employee of the Company, including an
employee who is an officer or a director of the Company, who, in
the opinion of members of the Committee, can contribute
significantly to the growth and profitability of' the Company.
"Key Employee" also may include those employees, identified by
the Committee, in situations concerning extraordinary
performance, promotion, retention, or recruitment. The granting
of an Award under this Plan shall be deemed a determination by
the Committee that such employee is a Key Employee.
<PAGE>
(m) "Nonqualified Stock Option" or "NQSO" means an option to purchase
Stock, granted under Article 6 herein, which is not intended to be
an Incentive Stock Option.
(n) "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
(o) "Participant" means a Key Employee of the Company who has been
granted an Award under the Plan.
(p) "Period of Restriction" means the period during which the transfer
of Shares of Restricted Stock is restricted, during which the
Participant is subject to a substantial risk of forfeiture,
pursuant to Article 7 herein.
(q) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d).
(r) "Plan" means the FNW Bancorp 1989 Stock Incentive Plan, as herein
described.
(s) "Restricted Stock" means a Stock Award granted to a Participant
pursuant to Article 7 herein.
(t) "Stock" or "Shares" means the common Stock of the Company.
<PAGE>
2.2 Gender and Number. Except where otherwise indicated by the context,
-----------------
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
2.3 Severability. In the event any provision of the Plan shall be held
------------
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
ARTICLE 3. ADMINISTRATION
--------------------------
3.1 The Committee. The Plan shall be administered by a committee (the
-------------
"Committee") consisting of not less than three directors who shall be appointed
from time to time by, and shall serve at the discretion of, the Board of
Directors. No member of the Committee shall be eligible to participate in the
Plan or any similar Plan of the Company or any of its Subsidiaries while serving
on the Committee or shall have been so eligible at any time within one year
prior to his or her appointment to the Committee.
<PAGE>
3.2 Authority of the Committee. Subject to the provisions of the Plan
--------------------------
and subject to ratification by the Board, the Committee shall have full power to
construe and interpret the Plan; to establish, amend or waive rules and
regulations for its administration; to accelerate the exercisability of any
Award or the end of a restriction period or the termination of any Award
Agreement, or any other instrument relating to an Award under the Plan; and
(subject to the provisions of Article 11 herein) to amend the terms and
conditions of any outstanding Option, or Restricted Stock Award to the extent
such terms and conditions are within the discretion of the Committee as provided
in the Plan. Notwithstanding the foregoing, no action of the Committee may,
without the consent of the person or persons entitled to exercise any
outstanding Option or to receive payment of any other outstanding Award,
adversely affect the rights of or such person or persons.
3.3 Selection of Participants. The Committee shall have the authority to
--------------------------
grant Awards under the Plan, from time to time, to such Key Employees of the
Company (including officers and directors who are employees) as may be selected
by it. The Committee shall select Participants from among those who they have
identified as being Key Employees.
3.4 Decisions Binding. All determinations and decisions made by the
-----------------
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive and binding on
all persons, including the Company, its stockholders, Employees, Participants
and their estates and beneficiaries.
<PAGE>
3.5 Delegation of Certain Responsibilities. The Committee may, in its
--------------------------------------
sole discretion, delegate to appropriate officers of the Company the
administration of the Plan under this Article 3; provided, however, that no such
delegation by the Committee shall be made with respect to the administration of
the Plan as it affects officers or directors of the Company and provided further
that the Committee may not delegate its authority to correct errors, omissions
or inconsistencies in the Plan. All authority delegated by the Committee under
this Section 3.5 shall be exercised in accordance with the provisions of the
Plan and any guidelines for the exercise of such authority that may from time to
time be established by the Committee.
3.6 Procedures of the Committee. All determinations of the Committee
---------------------------
shall be made by not less than a majority of its members present at the meeting
(in person or otherwise) at which a quorum is present. A majority of the entire
Committee shall constitute a quorum for the transaction of business. Any action
required or permitted to be taken at a meeting of the Committee may be taken
without a meeting if a unanimous written consent, which sets for the action, is
signed by each member of the Committee and filed with the minutes for
proceedings of the Committee. No member of the Committee shall be liable, in the
absence of bad faith, for any act or omission with respect to his or her other
services on the Committee. Service on the Committee shall constitute service as
a director of the Company so that members of the Committee shall be entitled to
indemnification (as provided in Article 13 herein), and limitation of liability
and reimbursement with respect to their services as members of the Committee to
the same extent as for services as directors of the Company.
<PAGE>
3.7 Award Agreements. Each Award under the Plan shall be evidenced by an
----------------
award agreement which shall be signed by an officer of the Company and by the
Participant, and shall contain such terms and conditions as may be approved by
the Committee, which need not be the same in all cases. Any award agreement may
be supplemented or amended in writing from time to time as approved by the
Committee, provided that the terms of such agreements as amended or
supplemented, as well as the terms of the original award agreement, are not
inconsistent with the provisions of the Plan.
Nothing contained in the Plan or any resolutions adopted or to be
adopted by the Board of Directors or by the stockholders of the Company shall
constitute the granting of an Award under the Plan. An Employee who receives an
Award under the Plan will not, with respect to such Award, be deemed to have
become a Participant, or to have any rights with respect to such Award, unless
and until such Employee has executed an award agreement or other instrument
evidencing the Award and shall have delivered an executed copy thereof to the
Company, and has otherwise complied with the applicable terms and conditions of
the Award.
ARTICLE 4. STOCK SUBJECT TO THE PLAN
-------------------------------------
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
----------------
herein, the aggregate number of Shares of Stock that maybe delivered under the
Plan shall not exceed 350,000. No more than 50,000 Shares of such Stock shall
be issued as Restricted Stock under Article 7 of the Plan. Stock delivered
under the Plan may consist, in whole or in part, of authorized and unissued
Shares or treasury Shares.
<PAGE>
4.2 Lapsed Awards. If any Award granted under this Plan
-------------
terminates, expires, or lapses for any reason, any Stock subject to such Award
again shall be available for the grant of an Award under the Plan.
4.3 Adjustments in Authorized Shares. In the event of any merger,
--------------------------------
reorganization, consolidation, recapitalization, separation, liquidation, Stock
dividend, split-up, share combination, or other change in the corporate
structure of the Company affecting the Stock, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Options, and
Restricted Stock Awards granted under the Plan, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; and provided that the number of Shares
subject to any Award shall always be a whole number. Any adjustment of an
Incentive Stock Option under this paragraph shall be made in such a manner so as
not to constitute a "modification" within the meaning of Section 425(h)(3) of
the Code.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
------------------------------------------
5.1 Eligibility. Persons eligible to participate in this Plan include all
-----------
employees of the Company who, in the opinion of members of the Committee, are
Key Employees. "Key Employees" may include employees who are members of the
Board, but may not include directors who are not employees.
5.2 Actual Participation. Subject to the provisions of the Plan, the
--------------------
Committee may from time to time select from Key Employees, those of whom Awards
shall be granted and determine the nature and amount of each Award. No employee
shall have any right to be granted an Award under this Plan.
<PAGE>
ARTICLE 6. STOCK OPTIONS
-------------------------
6.1 Grant of Options. Subject to the terms and provisions of the Plan,
-----------------
options may be granted to Key Employees at anytime and from time to time as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Shares of Stock subject to Options
granted to each Participant. The Committee may grant any type of option to
purchase Stock that is permitted by law at the time of grant including, but not
limited to, ISOs and NQSOs. However, no employee may receive an Award of
Incentive Stock Options that are first exercisable during any calendar year to
the extent that the aggregate Fair Market Value of the Stock (determined at the
time the options are granted) exceeds $100,000. Nothing in this Article 6 shall
be deemed to prevent the grant of NQSOs in excess of the maximum established by
Section 422A of the Code. Unless otherwise expressly provided at the time of
grant, options granted under the Plan will be NQSOs.
6.2 Option Agreement.. Each option grant shall be evidenced by an option
-----------------
agreement that shall specify the type of option granted, the option price, the
duration of the option, the number of Shares of Stock to which the option
pertains, and such other provisions as the Committee shall determine. The
option agreement shall specify whether the option is intended to be an Incentive
Stock Option within the meaning of Section 422A of the Code, or a Nonqualified
Stock Option whose grant is intended not to fall under the Code provisions of
Section 422A.
6.3 Option Price. The purchase price per share of Stock covered by an
------------
option shall not be less than 100% of the Fair Market Value of such Stock on the
date the option is granted.
<PAGE>
An Incentive Stock Option granted to an Employee who, at the time of
grant, owns (within the meaning of Section 425(d) of the Code) Stock possessing
more than 10% of the total combined voting power of all classes of Stock of the
Company, shall have an exercise price which is at least 110% of the Fair Market
Value of the Stock subject to the Option.
6.4 Duration of Options. Each Option shall expire at such time as the
-------------------
Committee shall determine at the time of grant provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary date of its grant.
6.5 Exercise of Options. Options granted under the Plan shall be
-------------------
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the Same for all
Participants.
6.6 Payment. Options shall be exercised by the delivery of a written
-------
notice to the Company setting forth the number of Shares of Stock with respect
to which the Option is to be exercised, accompanied by full payment for the
Shares. The Option price upon exercise of any option shall be payable to the
Company in full either (a) in cash or its equivalent, or (b) by tendering Shares
of previously acquired Stock having a Fair Market Value at the time of exercise
equal to the total Option price, or (c) by combination of (a) and (b). The
proceeds from such a payment shall be added to the general funds of the Company
and shall be used for general corporate purposes. As soon as practicable, after
receipt of written notification and payment, the Company shall deliver to the
Participant, Stock certificates in an appropriate amount based upon the number
of Options exercised, issued in the Participant's name.
<PAGE>
6.7 Restrictions on Stock Transferability. The Committee shall impose
-------------------------------------
such restrictions on any Shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including without limitation,
restrictions under applicable Federal securities law, under the requirements of
any stock exchange upon which such Shares of Stock are then listed and under any
blue sky or state securities laws applicable to such Shares.
6.8 Termination of Employment Due to Death, Disability, or Retirement. In
-----------------------------------------------------------------
the event the employment of a Participant is terminated by reason of death, any
outstanding Options shall become immediately exercisable at any time prior to
the expiration date of the Options or within 90 days after such date of
termination of employment, whichever period is shorter, by such person or
persons as shall have acquired the Participant's rights under the Option by will
or by the laws of descent and distribution. In the event the employment of a
Participant is terminated by reason of Disability, any outstanding Options shall
become immediately exercisable at any time prior to the expiration date of the
Options or within 90 days after such date of termination of employment,
whichever period is shorter. In the event the employment of a Participant is
terminated by reason of retirement (as defined under the then established rules
of the Company), any outstanding Options shall become immediately exercisable at
any time prior to the expiration date of the Options or within three years after
such date of termination of employment, whichever period is shorter. In the
case of Incentive Stock Options, the favorable tax treatment prescribed under
Section 422A of the Internal Revenue Code of 1986, as amended may not be
available if the options are not exercised within the Section 422A prescribed
time period after termination of employment for death, disability, or
retirement.
<PAGE>
6.9 Termination of Employment for other Reasons. If the employment of the
-------------------------------------------
Participant shall terminate for any reason other than death, disability,
retirement, or for Cause, all outstanding Options shall be immediately forfeited
back to the Company, In its sole discretion, the Committee may extend the
exercisability of outstanding Option for up to 90 days but, however, in no event
beyond the expiration date of the Option.
If the employment of the Participant shall terminate for Cause, all
outstanding options shall be immediately forfeited back to the Company.
6.10 Nontransferability of Options. No Option granted under the Plan may
-----------------------------
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.
ARTICLE 7. RESTRICTED STOCK
----------------------------
7.1 Grant of Restricted Stock. Subject to the terms and provisions of the
-------------------------
Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. It is contemplated that Restricted Stock grants will be made
only in extraordinary situations of performance, promotion, retention, or
recruitment.
7.2 Restricted Stock Agreement. Each Restricted Stock grant shall be
--------------------------
evidenced by a Restricted Stock Agreement that shall specify the Period of
Restriction, or periods, the number of Restricted Stock Shares granted, and such
other provisions as the Committee shall determine.
<PAGE>
7.3 Transferability. Except as provided in this Section 7, the
---------------
Shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the termination
of the applicable Period of Restriction or for such period of time as-shall be
established by the Committee and as shall be specified in the Restricted Stock
Agreement, or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Restricted Stock
Agreement. All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant.
7.4 Other Restrictions. The Committee shall impose such other
-------------------
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
7.5 Certificate Legend. In addition to any legends placed on certificates
------------------
pursuant to Section 8.4 herein, each certificate representing Shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:
"The sale or other transfer of the Shares of Stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer set forth in the 1989 Stock
Incentive Plan of FNW Bancorp, Inc., in the rules and administrative
procedures adopted pursuant to such Plan, and in a Restricted Stock
Agreement dated ___________________________. A copy of the Plan, such
rules and procedures, and such Restricted Stock Agreement may be obtained
from the Secretary of FNW Bancorp, Inc."
<PAGE>
7.6 Removal of Restrictions. Except as otherwise provided in this
-----------------------
Section, Shares of Restricted Stock covered by each Restricted Stock grant made
under the Plan shall become freely transferable by the Participant after the
last day of the Period of Restriction. Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Subsection 7.5 removed from his Stock certificate.
7.7 Voting Rights. During the Period of Restriction, Participants holding
-------------
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.
7.8 Dividends and Other Distributions. During the Period of Restriction,
---------------------------------
Participants holding Shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those Shares while they are so held. If any such dividends or distributions are
paid in Shares of Stock, the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to which they
were paid.
7.9 Termination of Employment Due to Retirement. In the event that a
-------------------------------------------
Participant terminates his employment with the Company because of normal
retirement (as defined under the then established rules of the Company), any
remaining Period of Restriction applicable to the Restricted Stock pursuant to
Section 7.3 hereof shall automatically terminate and, except as otherwise
provided in Section 7.4, the Shares of Restricted Stock shall thereby be free of
restrictions and freely transferable. In the event that a Participant
terminates his employment with the Company because of early retirement (as
defined under the then established rules of the Company), the Committee, in its
sole discretion, may waive the restrictions remaining on any or all Shares of
Restricted Stock pursuant to Section 7.3 herein and add such new restrictions to
those Shares of Restricted Stock as it deems appropriate.
<PAGE>
7.1O Termination of Employment Due to Death or Disability. In the
----------------------------------------------------
event a Participant's employment is terminated because of death or Disability
during the Period of Restriction, any remaining Period of Restriction applicable
to the Restricted Stock pursuant to Section 7.3 herein shall automatically
terminate and, except as otherwise provided in Section 7.4, the Shares of
Restricted Stock shall thereby be free of restrictions and fully transferable.
7.11 Termination of Employment for Other Reasons. In the event that a
-------------------------------------------
Participant terminates his employment with the Company for any reason other than
for Death, Disability, or Retirement, as set forth in Sections 7.9 and 7.10
herein, during the Period of Restriction, then any Shares of Restricted Stock
still subject to restrictions as of the date of such termination shall
automatically be forfeited and returned to the Company; provided, however, that,
in the event of an involuntary termination of the employment of a Participant by
the Company other than for Cause, the Committee, in its sole discretion, may
waive the automatic forfeiture of any or all such Shares and may add such new
restrictions to such Shares of Restricted Stock as it deems appropriate.
ARTICLE 8. BENEFICIARY DESIGNATION
------------------------------------
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his death before he
receives any or all of such benefit. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during his lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.
<PAGE>
ARTICLE 9. RIGHTS OF EMPLOYEES
-------------------------------
9.1 Employment. Nothing in the Plan shall interfere with or limit in any
----------
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.
9.2 Participation. No employee shall have a right to be selected as a
-------------
participant, or, having been so selected, to be selected again as a Participant.
ARTICLE 10. CHANGE IN CONTROL
------------------------------
Notwithstanding the remaining provisions of the Plan, in the event of a
Change in Control of the Company, all Awards granted under this Plan shall
immediately vest 100% in each Participant, including Incentive Stock Options,
Nonqualified Stock options, and Restricted Stock.
ARTICLE 11. AMENDMENT, MODIFICATION, AND TERMINATION
------------------------------------------------------
11.1 Amendment, Modification, and Termination. With the approval of the
----------------------------------------
Board, at any time and from time to time the Committee may terminate, amend, or
modify the Plan. However without the approval of the stockholders of the
Company (as may be required by the Code, by the insider trading rules of Section
16 of the Exchange Act, by any national securities exchange or system on which
the Stock is then listed or reported, or by a regulatory body having
jurisdiction with respect-hereto) no such termination, amendment or modification
may:
(a) Increase the total amount of Stock which may be issued under this
plan, except as provided in Section 4.3 herein; or
(b) Change the class of Employees eligible to participate in the
Plan; or
<PAGE>
(c) Materially increase the cost of the Plan or materially
increase the benefits to Participants; or
(d) Extend the maximum period after the date of grant during which
Options may be exercised; or
(e) Change the provisions of the Plan regarding option price.
11.2 Awards, Previously granted. No termination, amendment or
--------------------------
modification of the Plan shall in any manner adversely affect any Award
theretofore granted under the Plan, without the written consent of the
Participant.
ARTICLE 12. WITHHOLDING
-------------------------
12.1 Tax Withholding. The Company shall have the power and the right to
---------------
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, State and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.
12.2 Stock Withholding. With respect to withholding required upon the
-----------------
exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Restricted Stock, participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares of Stock having a Fair Market Value equal to
the amount required to be withheld. The value of the Shares to be withheld is
to be based on the closing price of the Stock on the New York Stock Exchange on
the date that the amount of tax to be withheld is to be determined. All
elections shall be irrevocable and be made in writing, signed by the Participant
in advance of the day that the transaction becomes taxable.
<PAGE>
Stock withholding elections made by Participants who are subject to the
short-swing profit restrictions of Section 16 of the Securities Exchange Act of
1934 must comply with these additional restrictions in making their election.
ARTICLE 13. INDEMNIFICATION
-----------------------------
Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action, suit, or
proceeding to which he may be a party or in which he maybe involved by reason of
any action taken or failure to act under the Plan and against and from any and
all amounts paid by him in settlement thereof, with the Company's approval, or
paid by him in satisfaction of any judgment in any such action, suit, or
proceeding against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertaken to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.
<PAGE>
ARTICLE 14. SUCCESSORS
-------------------------
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE 15. REQUIREMENTS OF LAW
----------------------------------
15.1 Requirements of Law. The granting of Awards and the issuance of
-------------------
Shares of Stock under this Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
15.2 Governing Law. The Plan, and all agreements hereunder, shall be
-------------
construed in accordance with and governed by the laws of the State of Delaware.
<PAGE>
EXHIBIT 99.14
S U M M C O R P
EMPLOYEE STOCK OPTION PLAN
Effective as of February 22, 1989
Amended and Restated August 22, 1990
<PAGE>
SUMMCORP
EMPLOYEE STOCK OPTION PLAN
--------------------------
ARTICLE I
---------
DEFINITIONS
-----------
The following terms shall have the meaning indicated.
Section 1.01. "AFFILIATE" means a corporation which is a parent or
-------------
subsidiary corporation of the Company, or a corporation or a parent or a
subsidiary corporation of any corporation issuing or assuming the stock options
issued under this Plan in a transaction to which Code Section 425(a) applies.
Section 1.02. "BOARD OF DIRECTORS" means the board of directors of the
-------------
Company.
Section 1.03. "CODE" means the Internal Revenue Code of 1986, as amended.
-------------
Section 1.04. "COMMITTEE" means the employee stock option committee
-------------
administering this Plan as provided in Article III of this Plan.
Section 1.05. "COMMON SHARES" means the authorized, but unissued, or
-------------
reacquired common shares of the Company.
Section 1.06. "COMPANY" means Summcorp, an Indiana corporation.
-------------
Section 1.07. "ELIGIBLE EMPLOYEE" means any officer or key employee of
-------------
the Company or an Affiliate, including a director of the Company or an Affiliate
who is also an employee thereof, who, at the time the option is granted, is a
full time employee of the Company or such Affiliate, and who is designated as
eligible in accordance with Article IV of this Plan.
Section 1.08. "OPTIONEE" means an Eligible Employee granted an option
-------------
under this Plan.
Section 1.09. "PLAN" means this Summcorp Employee Stock Option Plan.
-------------
Section 1.10. "SEPARATION FROM SERVICE" means any voluntary or involuntary
-------------
termination of an Eligible Employee's employment with the Company or an
Affiliate for any reason, including, but not limited to, death, disability or
retirement, but shall not include termination of employment by reason of an
Eligible Employee's transfer to the Company or to an Affiliate.
Section 1.11. "TEN-PERCENT SHAREHOLDER" means any individual owing Common
-------------
Shares or other shares of the Company possessing more than 10% of the total
combined voting power of all classes of shares of the Company or an Affiliate.
An individual shall be considered as owning any shares owned, directly or
indirectly, by or for his brothers or sisters (whether by whole or half blood),
spouse, ancestors, and lineal descendants. Shares owned, directly or
<PAGE>
indirectly, by or for a corporation, partnership, estate, or trust, shall be
considered at being owned proportionately by or for its shareholders, partners,
or beneficiaries.
ARTICLE II
----------
PURPOSE AND SCOPE
-----------------
Section 2.01. Purpose. The purpose of this Plan is to attract to or
------------- -------
retain in the employ of the Company individuals of particular and specialized
skills and talents by offering such individuals an opportunity to secure or
increase their proprietary interest in the Company. This Plan is intended to
promote the continuity of management and to increase the incentive to further
the welfare and profitability of, the Company by those who are primarily
responsible for shaping and carrying out the long term plans of the Company and
securing its continued growth and financial success.
Section 2.02. Scope. The options which may be granted under this Plan
------------- -----
are:
(a) incentive stock options as defined in Code Section 422A, and
(b) non-statutory stock options governed by Code Section 83.
ARTICLE III
-----------
ADMINISTRATION
--------------
Section 3.01. Committee. This Plan shall be administered by the
------------- ----------
Compensation Committee of the Board of Directors or such other committee as
specially appointed.
Section 3.02. Powers. Subject to the terms and conditions of this Plan,
------------- ------
the Committee shall have the power and authority in its sole and absolute
discretion to:
(a) select the Eligible Employees to whom options shall be granted under
this Plan;
(b) determine the terms and conditions of each option, including, but not
limited to: (i) the date of grant and date(s) of exercise of the options; (ii)
whether the options are incentive stock options or non-statutory stock options,
and (iii) the number of Common Shares subject to the options;
(c) prescribe the form of all stock option agreements, stock subscription
agreements, restrictive stock transfer agreements and any other agreement or
document which the Committee determines is appropriate in connection with this
Plan;
(d) prescribe rules and regulations for the administration of this Plan;
and
(e) construe and interpret any provision of this Plan and any option
agreement or other agreement executed in connection with this Plan.
<PAGE>
Any action, decision, interpretation or determination by the Committee with
respect to or in connection with the application or administration of this Plan
shall be final and binding.
ARTICLE IV
----------
ELIGIBILITY
-----------
Section 4.01. General. From time to time, the Committee shall determine
------------- -------
the particular employees of the Company and the Affiliates who shall be
eligible to participate in this Plan as Eligible Employees, and the extent of
their participation in this Plan. In determining the Eligible Employees and
the extent of their participation, the Committee shall take into account the
duties of the employee, the present and potential contributions of the employee
to the success of the Company or an Affiliate, and such other factors as are
deemed relevant by the Committee in its sole and absolute discretion in
furtherance of the purposes of this Plan. A member of the Committee shall not
be eligible to participate in this Plan. An option or options may be granted
to any Eligible Employee of the Company or an Affiliate at any time and from
time to time except as otherwise expressly provided in this Plan.
Section 4.02. Ten Percent Shareholders. No incentive stock option shall
------------- ------------------------
be granted under this Plan to any Ten Percent Shareholder unless (i) at the
time the option is granted the exercise price per Common Share is at least 110%
of the fair market value per Common Share, and (ii) the option by its terms is
not exercisable after the expiration of five years from the date of grant of
the option.
ARTICLE V
---------
COMMON SHARES
-------------
The Shares subject to options granted under this Plan shall be Common
Shares. The total number of Common Shares on which options may be granted
shall not exceed in the aggregate 260,000 Common Shares, except as such number
of Common Shares shall be adjusted in accordance with Section 8.01 of this
------------
Plan. In the event any outstanding option under this Plan expires or is
terminated for any reason prior to the end of the period during which options
may be granted, the Common Shares allocable to the unexercised portion of such
option may again be the subject of an option granted under this Plan. During
the period that any options granted under this Plan are outstanding, the
Company shall reserve and keep available such number of Common Shares as will
be sufficient to satisfy all outstanding, unexercised options.
ARTICLE VI
----------
MAXIMUM EXERCISE LIMITATIONS
----------------------------
The aggregate fair market value (determined as of the date of grant) of the
Common Shares with respect to which incentive stock options are exercisable
<PAGE>
for the first time by an Eligible Employee during any calendar year under all
stock option plans of the Company and the Affiliates shall not exceed $100,000.
All options issued with a value in excess of this limitation shall be non-
statutory stock options.
ARTICLE VII
-----------
TERMS AND CONDITIONS OF OPTIONS
-------------------------------
An option granted under this Plan shall be evidenced by a written agreement
in such form as the Committee shall prescribe from time to time. The agreement
shall state whether the options issued thereunder are incentive stock options
as defined in Code Section 422A (or any subsequent law or regulation of similar
effect) or non-statutory stock options governed by Code Section 83 (or any
subsequent law or regulation of similar effect) which will not be treated as
incentive stock options, and shall comply with and be subject to the terms and
conditions of this Plan, including the following:
Section 7.01. Number of Common Shares. The option agreement shall state
------------- -----------------------
the total number of Common Shares subject to the option.
Section 7.02. Exercise Price. The option agreement shall state the
------------- --------------
exercise price for the purchase of the Common Shares under the option.
(a) Incentive Stock Options. The exercise price of an incentive stock
-----------------------
option shall be an amount per share not less than the fair market value per
share of the Common Shares on the date of grant of the option. In the case of
incentive stock options granted to a Ten Percent Shareholder, the exercise
price shall be a price per share not less than 110% of the fair market value
per share of the Common Shares on the date of grant of the incentive stock
option. The fair market value of the Common Shares shall be determined by the
Committee in accordance with such procedures as the Committee shall prescribe
from time to time.
(b) Non-statutory Stock Options. The exercise price of a non-statutory
----------------------------
stock option shall be an amount per share determined by either the Committee or
the full Board of Directors.
Section 7.03. Term. The option agreement shall state the date of grant
------------- ----
of the option and the term of the option. The term of each incentive stock
option shall not be more than (i) five years from the date of grant of the
incentive stock option if the Optionee is a Ten Percent Shareholder, or (ii)
ten years from the date of grant of the incentive stock option if the Optionee
is not a Ten Percent Shareholder.
Section 7.04. Time of Exercise. Each option shall be exercisable in
------------- ----------------
whole or in part and at any time during the period commencing on the date of
grant of the option and ending on the date of termination of the option.
Provided, however, that an option shall be exercisable only for whole shares;
and, provided, further, that the Committee, in its sole discretion, may include
a provision in the option agreement stating that the options granted thereunder
may not be exercised in whole or in part until the expiration of such period or
periods of time as may be specified by the Committee in the option agreement.
<PAGE>
Section 7.05. Assignability. No option shall be assignable or
------------ -------------
transferable other than in the event of the death of an Optionee as provided in
Section 7.08 of this Plan. During his or her lifetime, only the Optionee or
------------
his legal representative, as provided in Section 7.08 of this Plan, may
------------
exercise the option. No option shall be pledged or hypothecated in any way, or
subject to execution, attachment or similar process, except with the Commitee's
written consent.
Section 7.06. Notice of Exercise. An Optionee (or other persons
-------------- ------------------
authorized to exercise an Optionee's option under Section 7.08 of this Plan)
------------
desiring to exercise an option granted under this Plan shall give written
notice of exercise to the Company at its principal office specifying the number
of Common Shares to be purchased.
Section 7.07. Exercise. The notice to the Company specified in Section
------------- -------- -------
7.06 of this Plan shall be accompanied by payment of the exercise price in cash
----
or by check, or by delivery to the Company of a certificate(s), duly endorsed
for transfer to the Company, representing Common Shares having a fair market
value, based on the last sale price of the Common Shares as reported on the
National Association of Securities Dealers Automated Quotations System for the
last trading day prior to the date of such payment, of not less than the
exercise price of the option (a certificate for any excess shares to be
reissued), or upon such other terms and conditions as are acceptable to the
Company. As soon as practicable after payment of the exercise price, the
Optionee shall deliver to the Company such agreements and documents as the
Company may reasonably request. The exercise of the option shall be effective
upon receipt of the Secretary of the Company of all of the foregoing.
Section 7.08. Separation from Service. Upon the Separation from Service
------------- -----------------------
of an Optionee, all options outstanding in the hands of the Optionee shall
terminate immediately as to any unexercised portion thereof. Provided,
however, that if any Separation from Service is due to:
(a) the retirement of the Optionee with the consent of the Company or an
Affiliate, as the case may be, the Optionee shall have the right to exercise
options to purchase Common Shares within a thirty-six month period, immediately
following the Separation from Service, so long as the option is exercisable on
the effective date of the Separation from Service;
(b) the permanent and total disability of the Optionee, the Optionee shall
have the right to exercise the option to purchase Common Shares within the
thirty-six month period immediately following the Separation from Service, so
long as the option is exercisable on the effective date of the Separation from
Service; or
(c) the death of the Optionee, the Optionee's personal representative shall
have the right to exercise the option to purchase Common Shares within the
twelve month period immediately following the date of death, so long as the
option is exercisable on the date of the death.
The Committee, in its sole and absolute discretion, shall determine whether
a Separation from Service is to be considered a retirement with the consent of
the Company or an Affiliate or due to permanent and total disability, and
<PAGE>
whether an authorized leave of absence or an absence on military or government
service shall be deemed to constitute a Separation from Service for purposes of
this Plan.
Section 7.09. Issuance of Shares and Compliance with Securities Laws. The
------------- ------------------------------------------------------
Company may postpone the issuance and delivery of certificates evidencing Common
Shares until the Company determines that such issuance and delivery complies
with all applicable securities laws, rules, and regulations, and, if the Company
deems it appropriate, may postpone such issuance and delivery until:
(a) the admission of such shares to listing on any stock exchange on which
shares of the Company of the same class are then listed, and
(b) the completion of such registration or other qualification of such
shares under any applicable law, rule or regulation as the Company shall
determine to be necessary or advisable, which registration or other
qualification the Company shall use its best efforts to complete.
Provided, however, that nothing contained herein shall be construed as requiring
the Company to register or otherwise qualify such shares. In the event the
Company deems it appropriate to register or otherwise qualify such shares before
such issuance and delivery, but determines in its sole and absolute discretion
not to so register or qualify such shares, the Company shall make other
equitable arrangements with the Optionee.
Any Optionee purchasing Common Shares pursuant to the exercise of an option
granted under this Plan may be required to make such written and oral
representations and furnish such information in writing and orally as may, in
the Company's discretion, be appropriate to permit the Company to determine the
necessity of registration of the Common Shares under the Securities Act of 1933,
as amended, or any similar state or other statute, and to permit compliance with
all applicable securities laws, rules and regulations.
Section 7.10. Rights as a Shareholder. An Optionee shall have no rights
------------- -----------------------
as a shareholder with respect to Common Shares covered by an option until the
date of issuance of a certificate evidencing Common Shares to the Optionee. No
adjustment will be made for dividends, distributions or other rights for which
the record date is prior to the date such certificate evidencing Common Shares
is issued.
Section 7.11. Other Provisions. The option agreement shall contain such
------------- ----------------
other provisions as the Committee shall deem advisable.
ARTICLE VIII
------------
ADJUSTMENTS
-----------
Section 8.01. Recapitalization. The Committee shall adjust the aggregate
------------- ----------------
number of Common Shares on which options may be granted under this Plan, the
number of Common Shares subject to each outstanding option, and the exercise
price for the purchase of Common Shares under each outstanding option for any
increase or decrease in the number of issued and outstanding Common Shares
<PAGE>
resulting from a subdivision or consolidation of shares or any other capital
adjustment, the payment of a share dividend, or any other increase or decrease
in the number of issued and outstanding Common Shares effected without receipt
of consideration by the Company. In the event that, prior to the Company's
delivery of the certificates evidencing Common Shares remaining under any
outstanding option granted under this Plan, there shall be a capital
reorganization or reclassification of the capital of the Company resulting in a
substitution of other shares for the Common Shares, there shall be substituted
the number of substitute shares which would have been issued in exchange for the
Common Shares then remaining under the option if such Common Shares had been
then issued and outstanding. Neither the adoption of this Plan nor the grant of
an option under this Plan shall affect or restrict in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations, or
changes in its capital or business structure.
Section 8.02. Merger, Consolidation, Dissolution or Liquidation. If the
------------ --------------------------------------------------
Company shall be a party to any merger or consolidation, or in the event of the
dissolution or complete liquidation of the Company, the Company shall have the
right to terminate all outstanding options on 30 days' written notice to the
Optionees. Notwithstanding the terms and conditions otherwise set forth in this
Plan or in any option agreement, during this 30 day period all options shall be
immediately exercisable in full. Provided, however, that if such merger or
consolidation is not consummated within 180 days from the date of the
aforementioned notice, or the plan of dissolution or liquidation is revoked, all
terminated options shall be deemed to have been continuously in effect since the
date of grant.
ARTICLE IX
----------
MISCELLANEOUS
-------------
Section 9.01. Plan Term. This Plan shall become effective upon its
------------ ---------
approval by the Board of Directors and the holders of a majority of the issued
and outstanding Common Shares of the Company voting in person or by proxy at a
meeting of the shareholders of the Company; provided, however, that this Plan
shall become effective only if such shareholders approve it within twelve months
before or after the date it is adopted by the Board of Directors. This Plan
shall terminate ten years after the earlier of the date it is adopted by the
Board of Directors or the date it is approved by the shareholders (February 22,
1989), or on such earlier date as the Board of Directors may determine. No
option shall be granted under this Plan thereafter.
Section 9.02. Plan Amendments. The Board of Directors of the Company,
------------- ---------------
except any members participating in this Plan, may alter, amend, suspend, or
discontinue this Plan with respect to any Common Shares as to which options have
not been granted; provided, however, that the Board of Directors may not,
without further approval by the holders of a majority of the issued and
outstanding Common Shares of the Company voting in person or by proxy at a
meeting of the shareholders of the Company:
(a) increase the maximum number of Common Shares on which options may be
granted under this Plan (except as provided in Section 8.01 of this Plan);
------------
<PAGE>
(b) change the class of shares for which options may be granted under this
Plan;
(c) change the provisions of Section 7.03 of this Plan concerning the
------------
maximum term of the options, or the provisions of Section 9.01 of this
------------
Plan concerning the maximum term of this Plan;
(d) change the designation of the employees or class of employees eligible
to receive options under this Plan;
(e) change the provisions of Section 7.02(a) of this Plan concerning the
---------------
exercise price;
(f) permit the grant of options to members of the Committee; or
(g) make any amendment which will cause this Plan or any incentive stock
option granted under this Plan to fail to satisfy the conditions of
Code Section 422A as in effect at the time of such amendment.
Section 9.03. Application of Funds. The proceeds that the Company
------------ --------------------
receives from the sale of Common Shares pursuant to the exercise of options
granted under this Plan shall be added to the Company's general funds and used
for general corporate purposes.
Section 9.04. No Obligation to Exercise Option. The grant of an option
------------- --------------------------------
under this Plan shall impose no obligation upon the Optionee to exercise that
option.
Section 9.05. No Obligation to Continue Employment. Neither the adoption
------------ ------------------------------------
of this Plan nor the grant of an option under this Plan shall impose any
obligation on the Company or any Affiliate to continue the employment of any
Eligible Employee.
Section 9.06. Applicability of Amendments. Without the Optionee's consent,
------------ ---------------------------
no amendment, suspension or termination of this Plan shall alter or impair any
rights or obligations of the Company or an Optionee with respect to any option
previously granted to such Optionee.
Section 9.07. Withholdings. The Company shall have the right to require
------------- ------------
Optionees to remit to the Company amounts sufficient to satisfy any federal,
state or local income or employment tax withholding requirements (or make other
arrangements satisfactory to the Company with regard to such taxes, such as by
the surrender of Common Shares) at such times as the Company deems necessary or
appropriate for compliance with such laws.
Section 9.08. Construction. This Plan and any option agreement granting
------------- ------------
an incentive stock option under this Plan shall at all times be construed in
accordance with, and no rights conferred upon an Optionee shall be in violation
of, any provision or requirement of Code Section 422A or any valid regulations
promulgated thereunder.
Section 9.09. Governing Law. This Plan and all determinations made,
------------- -------------
actions taken and documents executed pursuant to or in connection with this
Plan shall be governed by and construed in accordance with the laws of the
State of Indiana.
<PAGE>
Section 9.10. Notice. All notices required to be given under this Plan
------------- ------
shall be given in writing and delivered personally or sent by certified mail,
postage prepaid, return receipt requested, or expedited courier service,
addressed to the Company at its principal office or to the Optionee at his or
her address as then shown on the books and records of the Company, as the case
may be.
<PAGE>
EXHIBIT B
---------
NOTICE OF EXERCISE OF EMPLOYEE STOCK
OPTION AND SUBSCRIPTION AGREEMENT
---------------------------------
The undersigned hereby gives notice to Summcorp, an Indiana corporation
("Company") of [his] [her] exercise of the option to purchase
___________________ Common Shares of the Company granted under the Summcorp
Employee Stock Option Agreement, by and between the Company and the undersigned
dated _________________, 19____ ("Agreement"). This notice is provided
pursuant to the terms and conditions of the Agreement and the Summcorp Employee
--------
Stock Option Plan. As full payment of the exercise price of the option, the
undersigned is providing with this notice [a check in the amount of
$____________________ .] [(a certificate(s), duly endorsed for transfer to the
Company, representing Common Shares having a fair market value, based on the
last sale price of the Common Shares as reported on the National Association of
Securities Dealers Automated Quotations System for the last trading day prior
to the date of this notice, of not less than the exercise price of the option
(a certificate for any excess shares to be reissued to the undersigned).]
The undersigned hereby acknowledges that [he] [she] has received the
prospectus with respect to the offering of the Subject Shares (as defined in
the Agreement) dated ________________ , and the Appendix thereto dated
______________ , 19__ , the latest annual report to security holders
incorporated therein by reference, copies of all reports, proxy statements and
other communications distributed to shareholders generally since [LATER OF
EFFECTIVE DATE OF REGISTRATION OR DATE OF OPTION GRANT] and copies of such
other documents filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Securities and Exchange
Act of 1934, as amended, after the date of the prospectus as the undersigned
has requested.
Dated: ______________________ , 19 ____ .
______________________________
__________________ , Optionee
