<PAGE> 1
As filed with the Securities and Exchange Commission on September 2, 1999.
Registration No. 333-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
Registration Statement Under The Securities Act of 1933
COMPASS BANCSHARES, INC.
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 63-0593987
(State of Incorporation) (IRS Employer Identification No.)
15 South 20th Street
Birmingham, Alabama 35233
(Address of Principal Executive Offices)
---------------------------
COMPASS BANCSHARES, INC.
1999 Omnibus Incentive Compensation Plan
(Full Title of the Plan)
Jerry W. Powell, Esquire
General Counsel
Compass Bancshares, Inc.
Post Office Box 10566, Birmingham, Alabama 35296
(Name and Address of Agent for Service)
(205) 933-3645
(Telephone Number, Including Area Code, of Agent for Service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Proposed Maximum Proposed Maximum Amount
Title of Securities Amount Being Offering Price Aggregate of
Being Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(par value $2.00 5,625,000 $26.5937 $149,589,562.50 $41,586
per share)
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Adjusted for 3-for-2 stock split effective April 5, 1999. Pursuant to
Rule 416(a) of the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the plan listed above.
(1) Pursuant to Rule 457(h)(1) and 457(c), the offering price is estimated
solely for the purpose of determining the registration fee and is based
on a price per share of $26.5937, which is the average of the high and
low sales prices of the Common Stock, as reported in the NASDAQ
consolidated reporting system on August 31, 1999.
================================================================================
<PAGE> 2
PART I
EXPLANATORY NOTE
----------------
This Registration Statement is being filed in order to register
5,625,000 shares of common stock, $2 par value per share ("Company Stock"), of
Compass Bancshares, Inc. (the "Company"), which may be issued pursuant to the
Compass Bancshares, Inc. 1999 Omnibus Incentive Compensation Plan (the "Plan").
A prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared. Such
prospectus is not included in this Registration Statement but will be delivered
to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933.
An index to the exhibits filed with this Registration Statement is
located on page 7.
1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents previously filed with the Commission
by the Company are incorporated herein by reference and made a part hereof:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999;
(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999;
(4) The Company's Current Report on Form 8-K filed March 25,
1999;
(5) The Company's Current Report on Form 8-K filed August 23,
1999;
(6) The Company's Proxy Statement dated March 30, 1999,
relating to its annual meeting of shareholders held on
April 26, 1999; and
(7) The description of the Company's Common Stock contained in
its Proxy Statement dated April 6, 1982, relating to its
Annual Meeting held on May 17, 1982.
Each document or report subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date hereof and prior to the termination of the offering of the
Company Stock shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such document.
Any statement contained herein, or in a document all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement 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 this Registration Statement.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
--------------------------------------
The validity of the Company Stock which may be issued pursuant
to the Plan will be passed on for the Company by Jerry W. Powell, Esq., General
Counsel, Secretary and an employee of the Company. As of December 31, 1998, Mr.
Powell was the beneficial owner of an aggregate of approximately 95,377 shares
of Company Stock.
2
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 17 of Article V of the By-Laws of the Company provides
in part as follows:
Without limitation, the Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the full extent permitted by the General
Corporation Law of Delaware, upon such determination having been made as to his
good faith and conduct as is required by said General Corporation Law. Expenses
incurred in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding to the extent, if any, authorized by the Board of Directors in
accordance with the provisions of said General Corporation Law, upon receipt of
any undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation.
Under Section 145 of the Delaware General Corporation Law (the "GCL"),
directors, advisory directors and officers of a Delaware corporation are
entitled to indemnification permitted by the statute as provided in such
corporation's certificate of incorporation, by-laws, resolutions and other
proper action under the circumstances set forth therein.
In addition, Article 8 of the Company's Restated Certificate
of Incorporation, as amended, provides:
No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty of such
director as a director, except (i) for breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article 8 shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
This provision is authorized by 1986 amendments to the GCL, Section 102(b)(7).
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
3
<PAGE> 5
Item 8. Exhibits.
---------
The following exhibits are filed herewith or incorporated by
reference herein as part of this Registration Statement:
Sequential
Exhibit Description
------- -----------
5 Legal opinion of Jerry W. Powell, Esq., General Counsel of Compass
Bancshares, Inc.
10(a) Compass Bancshares, Inc. 1999 Omnibus Incentive Compensation Plan.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Jerry W. Powell, Esq., General Counsel of Compass
Bancshares, Inc. (included in Exhibit 5).
24 Powers of Attorney of the Officers and Directors of the Company.
Item 9. Undertakings.
-------------
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement; 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
b. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 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.
c. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
4
<PAGE> 6
claim for indemnification against such liabilities (other than the payment by
the 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, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Compass
Bancshares, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on this 1st day of
September, 1999.
COMPASS BANCSHARES, INC.
(Registrant)
By: /s/ D. Paul Jones, Jr.
----------------------------------
D. Paul Jones, Jr.
Chairman and Chief Executive
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on this 1st day of September, 1999.
SIGNATURE TITLE
--------- -----
/s/ D. Paul Jones, Jr. Chairman, Chief Executive Officer (Principal
- ------------------------------ Executive Officer), Treasurer & Director
(D. Paul Jones, Jr.)
* Chief Financial Officer (Principal Financial
- ------------------------------ Officer)
(Garrett R. Hegel)
* Chief Accounting Officer (Principal Financial
- ------------------------------ Officer)
(Timothy L. Journy)
* Director
- ------------------------------
(Charles W. Daniel)
* Director
- ------------------------------
(W. Eugene Davenport)
* Director
- ------------------------------
(Marshall Durbin, Jr.)
* Director
- ------------------------------
(Tranum Fitzpatrick)
* Director
- ------------------------------
(Carl J. Gessler, Jr., M.D.)
* Director
- ------------------------------
(John S. Stein)
* Director
- ------------------------------
(Robert J. Wright)
- --------------
* Daniel B. Graves hereby signs this Registration Statement on Form S-8
on September 1, 1999, on behalf of each of the indicated persons for
whom he is attorney-in-fact pursuant to a power of attorney filed
herein.
/s/ Daniel B. Graves
- --------------------------------------------
Daniel B. Graves, Attorney-In-Fact
6
<PAGE> 8
INDEX TO EXHIBITS
Sequential Page
Exhibit Description Number
------- ----------- ------
Legal opinion of Jerry W. Powell, Esq., General
5 Counsel of Compass Bancshares, Inc.
10(a) 1999 Omnibus Incentive Compensation Plan.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Jerry W. Powell, Esq. (included in
Exhibit 5).
24 Power of Attorney of the Officers and Directors
of the Company.
7
<PAGE> 1
EXHIBIT 5 -LEGAL OPINION OF JERRY W. POWELL, ESQ.
August 30, 1999
To the Board of Directors
Compass Bancshares, Inc.
Re: Registration Statement on Form S-8 relating to the 1999 Omnibus
Incentive Compensation Plan
Gentlemen:
I am familiar with the proceedings taken and proposed to be taken by
Compass Bancshares, Inc., a Delaware corporation (the "Company") in connection
with the proposed issuance by the Company of up to 5,625,000 additional shares
(the "Shares") of its Common Stock, par value $2.00 per share, from authorized
but unissued shares, pursuant to the Company's 1999 Omnibus Incentive
Compensation Plan (the "Plan"). I have also participated in the preparation and
filing with the Securities and Exchange Commission of the registration statement
on Form S-8 referred to in the caption above, in accordance with the Securities
Act of 1933, as amended. In this connection, I have reviewed such documents and
matters of law as I have deemed relevant and necessary as a basis for the
opinions expressed herein.
Upon the basis of the foregoing, I am of the opinion that, when issued
and sold in the manner described in the Plan and pursuant to the agreements
which accompany each grant under the Plan, the Shares will be legally and
validly issued, fully-paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
above-referenced registration statement.
Sincerely,
/s/ Jerry W. Powell
<PAGE> 1
EXHIBIT 10(A) - 1999 OMNIBUS INCENTIVE COMPENSATION PLAN
Compass Bancshares, Inc.
1999 Omnibus Incentive Compensation Plan
Section 1. PURPOSE OF THE PLAN; DEFINITIONS. The purpose of the Compass
Bancshares, Inc. 1999 Omnibus Incentive Compensation Plan (the "Plan") is to
further the growth in earnings and market appreciation of Compass Bancshares,
Inc. (the "Corporation"). The Plan provides long-term incentives to those
officers and key employees of the Corporation or its subsidiaries who make
substantial contributions to the Corporation through their ability, loyalty,
industry and invention. The Corporation intends that the Plan will thereby
facilitate securing, retaining and motivating officers and key employees of high
caliber and good potential.
For purposes of the Plan, the following terms shall be defined as set forth
below:
(a) "Board" means the Board of Directors of the Corporation.
(b) "Cause" means (i) a willful and material violation of applicable
banking laws and regulations, (ii) dishonesty, (iii) theft, (iv) fraud, (v)
embezzlement, (vi) commission of a felony or a crime involving moral turpitude,
(vii) substantial dependence or addiction to alcohol or any drug, (viii) conduct
disloyal to the Corporation or its affiliates, or (ix) willful dereliction of
duties or disregard of lawful instructions or directions of the officers or
directors of the Corporation or its affiliates relating to a material matter.
(c) "Code" means the Internal Revenue Code of 1986, as amended, or any
successors thereto.
(d) "Committee" means the Compensation Committee of the Board.
(e) "Common Stock" means the common stock, par value $2.00 per share,
of the Corporation.
(f) "Corporation" means Compass Bancshares, Inc., a Delaware
corporation.
(g) "Disability" means total and permanent disability as determined
under the Corporation's long-term disability plan.
(h) "Disinterested Person" shall mean an individual who qualifies as a
"disinterested person" within the meaning set forth in Rule 16b-3(d)(3) as
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, or any successor definition adopted by the
Commission and who qualifies as an "outside director" within the meaning set
forth in Section 162(m) of the Code and the regulations promulgated thereunder,
or any successor definition thereto.
(i) "Early Retirement" means retirement from active employment with the
Corporation or its Subsidiary on or after the date on which the participant
reaches the age of 55 but before the date on which the participant reaches the
age of 65.
(j) "Fair Market Value" means, as of any given date, the closing price
of the Common Stock (or if no transactions were reported on such date on the
next preceding date on which transactions were reported) in the principal market
in which such Common Stock is traded on such date.
(k) "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
(l) "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
<PAGE> 2
(m) "Normal Retirement" means retirement from active employment with
the Corporation or its Subsidiary on or after the date on which the participant
reaches the age of 65.
(n) "Performance Units" means an award granted to a participant
pursuant to Section 9 hereof contingent upon achieving certain performance
targets.
(o) "Plan" means the Compass Bancshares, Inc. 1999 Omnibus Incentive
Compensation Plan.
(p) "Restricted Stock" means an award of shares of Common Stock granted
to a participant pursuant to and subject to the restrictions set forth in
Section 10 hereof.
(q) "Stock Appreciation Rights" means a right granted under Section 8
hereof, which entitles the holder to receive cash or Common Stock in an amount
equal to the excess of (a) the Fair Market Value of a specified number of shares
of Common Stock at the time of exercise over (b) a specified price.
(r) "Stock Option" means any option to purchase shares of Common Stock
granted pursuant to Section 7 hereof.
(s) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Corporation if each of the corporations (other
than the last corporation in the unbroken chain) owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in the chain.
(t) "Ten Percent Shareholder" means a person who owns (after taking
into account the attribution rules of Code Section 424(b)) more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation.
Section 2. ADMINISTRATION.
(a) The Plan shall be administered by the Committee. The Committee
shall be appointed by the Board and shall consist of three or more members of
the Board who are Disinterested Persons. No member of the Committee shall be
eligible to receive awards under the Plan while serving on the Committee, and no
member of the Committee shall have been eligible to receive awards for one year
prior to serving on the Committee. The Committee shall have full and final
authority in its discretion to interpret the provisions of the Plan (and any
agreements relating thereto) and to decide all questions of fact arising in its
application; to determine the employees to whom awards shall be made under the
Plan; to determine the type of award to be made and the amount, size, terms and
conditions of each such award; to determine and establish additional terms and
conditions not inconsistent with the Plan for any agreements entered into with
participants in connection with the Plan; to determine the time when awards will
be granted and when rights may be exercised, which may be after termination of
employment; to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall, from time to time, deem advisable; and
to make all other determinations necessary or advisable for the administration
of the Plan.
(b) A majority of the Committee shall constitute a quorum, and the
action of a majority of members of the Committee present at any meeting at which
a quorum is present, or acts unanimously adopted in writing without the holding
of a meeting, shall be the acts of the Committee. Any decision made, or action
taken, by the Committee arising out of or in connection with the interpretation
and administration of the Plan shall be final and conclusive; provided, however,
that any such decision made or action taken may be reviewed by the Board, in
which event the determination of the Board shall be final and conclusive. This
provision shall not be construed to grant to any person any right to review by
the Board of any decision made or action taken by the Committee.
2
<PAGE> 3
(c) Neither the Board nor any member thereof shall be liable for any
act, omission, interpretation, construction or determination made in connection
with the Plan in good faith, and the members of the Board may be entitled to
indemnification and reimbursement by the Corporation in respect of any claim,
loss, damage or expense (including attorney's fees) arising therefrom to the
full extent permitted by law and under any directors' and officers' liability
insurance that may be in effect from time to time, in all events as a majority
of the Board then in office may determine from time to time, as evidenced by a
written resolution thereof. In addition, no member of the Board and no employee
of the Corporation shall be liable for any act or failure to act hereunder, by
any other member or other employee or by any agent to whom duties in connection
with the administration of this Plan have been delegated or for any act or
failure to act by such member or employee, in all events except in circumstances
involving such member's or employee's bad faith, gross negligence, intentional
fraud, or violation of a statute.
Section 3. PARTICIPANTS. Persons eligible to participate in the Plan
shall be those officers and key employees of the Corporation or its Subsidiaries
who are in positions in which their decisions, actions and counsel significantly
impact the performance of the Corporation or its Subsidiaries. Directors of the
Corporation who are not otherwise salaried employees of the Corporation shall
not be eligible to participate in the Plan.
Section 4. AWARDS UNDER THE PLAN. Awards by the Committee under the
Plan may be in the form of Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights, Performance Units, Restricted Stock, supplemental
cash payments and such other forms as the Committee may in its discretion deem
appropriate, including any combination of the above. No fractional shares shall
be issued under the Plan, and the minimum value of any shares issued under the
Plan shall be the par value at the time of award.
Section 5. SHARES SUBJECT TO PLAN.
(a) The shares that may be issued under the Plan shall not exceed in
the aggregate 3,750,000 shares of Common Stock. Such shares may be authorized
and unissued shares or treasury shares. Except as otherwise provided herein, any
shares subject to an option or right which for any reason expires or is
terminated unexercised as to such shares shall again be available under the
Plan.
(b) The maximum number of shares subject to awards which may be granted
under the Plan to any individual in any one year is 200,000 (subject to
appropriate adjustments to reflect changes in the capitalization of the
Corporation)
(c) In the event of any change in the outstanding Common Stock of the
Corporation by reason of a stock dividend or distribution, recapitalization,
merger, consolidation, split-up, combination, exchange of shares or otherwise,
the Committee shall adjust the number of shares of Common Stock which may be
issued under the Plan and the Committee shall provide for an equitable
adjustment of any shares issuable pursuant to awards outstanding under the Plan.
Section 6. EFFECTIVE DATE. The effective date of this Plan shall be the
date it is adopted by the Board, provided that the stockholders of the
Corporation shall approve this Plan in accordance with Rule 16b-3 of the
Securities Exchange Act of 1934 and, to the extent this Plan provides for the
issuance of Incentive Stock Options, the stockholders of the Corporation shall
approve those portions of this Plan related to the granting of Incentive Stock
Options within twelve (12) months after the date of adoption. If any awards are
granted under the Plan before the date of such stockholder approval, such awards
automatically shall be granted subject to such approval.
Section 7. STOCK OPTIONS. Stock Options may be granted either alone or
in addition to other awards granted under the Plan. Any Stock Option granted
under the Plan shall be in such form as the Committee may from time to time
approve, and the provisions of Stock Option awards need not be the same with
respect to each optionee. Each Stock Option shall be evidenced by a written
option agreement that shall specify, among other things, the type
3
<PAGE> 4
of Stock Option granted, the option price, the duration of the Stock Option, the
number of shares of Common Stock to which the Stock Option pertains, and the
schedule on which such Stock Options become exercisable.
The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.
The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights). To the extent that any
Stock Option does not qualify as an Incentive Stock Option, it shall constitute
a separate Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code. Notwithstanding the foregoing, in the event an
optionee voluntarily disqualifies a Stock Option as an Incentive Stock Option
within the meaning of Section 422 of the Code, the Committee may, but shall not
be obligated to, make such additional grants, awards or bonuses as the Committee
shall deem appropriate, to reflect the tax savings to the Corporation which
result from such disqualification.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(a) Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant but shall be not less than the Fair Market Value of the Common
Stock on the date of the grant of the Stock Option; provided, however, if the
Stock Option is an Incentive Stock Option granted to a Ten Percent Shareholder,
the option price for each share of Common Stock subject to such Incentive Stock
Option shall be no less than one hundred ten percent (110%) of the Fair Market
Value of a share of Common Stock on the date such Incentive Stock Option is
granted.
(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date such Stock Option is granted.
(c) Exercisability. Subject to Section 7(i) hereof with respect to
Incentive Stock Options, Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at grant. If the Committee provides, in its discretion, that any Stock
Option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time, in whole or in part, based on
performance and/or such other factors as the Committee may determine in its sole
discretion.
(d) Method of Exercise. Stock Options may be exercised in whole or in
part at any time during the option period, by giving written notice of exercise
to the Corporation specifying the number of shares to be purchased, accompanied
by payment in full of the purchase price, in cash, by check or such other
instrument as may be acceptable to the Committee. As determined by the
Committee, in its sole discretion, at or after grant, payment in full or in part
may also be made in the form of unrestricted Common Stock owned by the optionee
(based on the Fair Market Value of the Common Stock on the date the option is
exercised, as determined by the Committee). No shares of Common Stock resulting
from the exercise of a Stock Option shall be issued until full payment therefor
has been made. An optionee shall have the rights to dividends or other rights of
a stockholder with respect to shares subject to the Stock Option when the
optionee has given written notice of exercise and has paid in full for such
shares.
(e) Non-transferability of Options. Except as otherwise set forth in
this Section 7(e), no Stock Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and all Stock
Options
4
<PAGE> 5
shall be exercisable, during the optionee's lifetime, only by the optionee. For
purposes of paragraphs (f), (g), (h) and (i) of this Section 7, a transferred
option may be exercised by the transferee only to the extent that the optionee
would have been entitled had the option not been transferred.
(f) Termination by Death. Unless otherwise determined by the Committee
at grant, if any optionee's employment with the Corporation or any Subsidiary
terminates by reason of death, the Stock Option may thereafter be immediately
exercised, to the extent then exercisable (or on such accelerated basis as the
Committee shall determine at or after grant), by the legal representative of the
estate or by the legatee of the optionee under the will of the optionee, for a
period of three (3) years from the date of such death or until the expiration of
the stated term of such Stock Option, whichever period is the shorter. In the
event of termination of employment by reason of death, if an Incentive Stock
Option is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.
(g) Termination by Reason of Disability. Unless otherwise determined by
the Committee at grant, if any optionee's employment with the Corporation or any
Subsidiary terminates by reason of Disability, any Stock Option held by such
optionee may thereafter be exercised, to the extent it was exercisable at the
time of termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be exercised after
three (3) years from the date of such termination of employment or the
expiration of the stated term of such Stock Option, whichever period is the
shorter; provided, however, that, if the optionee dies within such three year
period, any unexercised Stock Option held by such optionee shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for a
period of twelve (12) months from the date of such death or for the stated term
of such Stock Option, whichever period is the shorter. In the event of
termination of employment by reason of Disability, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. Unless otherwise determined by
the Committee at grant, if an optionee's employment with the Corporation or any
Subsidiary terminates by reason of Normal Retirement or Early Retirement (with
Committee consent), under a formal plan or policy of the Corporation, any Stock
Option held by such optionee shall expire upon the earlier of (i) the expiration
date set forth in the Stock Option agreement to which such Stock Option is
subject, or (ii) three (3) years from the date of such Normal or Early
Retirement. An optionee shall not be deemed to have retired during any leave of
absence of the optionee authorized by the Corporation or any Subsidiary under
its standard personnel practices. In the event of termination of employment by
reason of Retirement, if an Incentive Stock Option is exercised after the
exercise periods that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock Option.
(i) Limit on Value of Incentive Stock Option First Exercisable
Annually. The aggregate Fair Market Value (determined at the time of grant) of
the Common Stock for which Incentive Stock Options are exercisable for the first
time by an optionee during any calendar year under the Plan (and/or any other
stock option plans of the Corporation or any Subsidiary) shall not exceed
$100,000.
Section 8. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights shall
be evidenced by Stock Appreciation Rights agreements in such form not
inconsistent with the Plan as the Committee shall approve from time to time,
which agreements shall contain in substance the following terms and conditions:
(a) Award. A Stock Appreciation Right shall entitle the grantee to
receive upon exercise the excess of (a) the Fair Market Value of a specified
number of shares of Common Stock at the time of exercise over (b) a specified
price which shall not be less than one hundred percent (100%) of the Fair Market
Value of the Common Stock at the time the Stock Appreciation Right was granted,
or, if granted in connection with a previously issued Stock Option, not less
than 100% of the Fair Market Value of the Common Stock at the time such option
was granted. A Stock Appreciation Right may be granted in connection with all or
any portion of a previously or contemporaneously granted
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<PAGE> 6
Stock Option (including, in addition to options granted under the Plan, options
granted under other plans of the Corporation), or not in connection with a Stock
Option.
(b) Term. Stock Appreciation Rights shall be granted for a period of
not more than ten (10) years, and shall be exercisable in whole or in part at
such time or times and subject to such other terms and conditions as shall be
prescribed by the Committee at the time of grant.
(c) Payment. Upon exercise of a Stock Appreciation Right, payment shall
be made in the form of Common Stock (at the Fair Market Value on the date of
exercise), in cash, or in a combination thereof, as the Committee may determine.
(d) Effect on Shares. The exercise of a Stock Appreciation Right shall
be treated as the issuance of a share of Common Stock for purposes of
calculating the maximum number of shares which have been issued under the Plan.
(e) Stock Appreciation Right Granted with Incentive Stock Option. A
Stock Appreciation Right granted in connection with an Incentive Stock Option
may be exercised only if and when the Fair Market Value of the Common Stock
subject to the Incentive Stock Option exceeds the exercise price of such Stock
Option.
Section 9. PERFORMANCE UNITS. The Committee may grant Performance Units
(which may be denominated in either shares of stock or cash) under which payment
may be made to the participant upon the attainment of specific performance
goals. If the Performance Unit is denominated in shares of stock, such shares
may be either (i) transferred to the participant on the date of the award (in
the form of Restricted Stock in accordance with paragraph 10 below), subject to
forfeiture if the goal is not attained or (ii) transferrable to the participant
only upon attainment of the relevant performance goal. If the performance unit
is denominated in cash, it may be paid upon attainment of the relevant
performance goal either in cash or shares of the Corporation's common stock
(based on the then current fair market value of such stock), at the Compensation
Committee's discretion. Performance Units shall be evidenced by performance unit
agreements in such form not inconsistent with the Plan as the Committee shall
approve from time to time. Such agreements shall contain in substance the
following terms and conditions:
(a) Performance Period. The performance period for a Performance Unit
shall be established by the Committee and shall be not more than ten (10) years.
(b) Valuation of Units. A value for each Performance Unit shall be
established by the Committee, together with principal and minimum performance
targets to be achieved with respect to the Performance Unit during the
performance period. The participant shall be entitled to receive one hundred
percent (100%) of the value of the Performance Unit if the principal target is
achieved during the performance period, but shall be entitled to receive nothing
for such Performance Unit if the minimum target is not achieved during the
performance period. The participant shall be entitled to receive a stated
portion of the value of the Performance Unit for performance during the
performance period which meets or exceeds the minimum target but fails to meet
the principal target.
(c) Performance Goals. The Committee may establish performance goals
based on any business criteria deemed appropriate by the Committee including
without limitation, earnings per share, return on common equity, return on
assets, the ratio of earnings to shareholder's equity, the ratio of earnings to
total capital, or the ratio of operating expenses to total revenue. These
performance goals may be designed to measure corporate performance under any
standards as may be determined by the Committee, including the absolute
performance of the Corporation or its subsidiaries relative to prior periods,
the performance of the Corporation or its subsidiaries relative to other
companies, or the performance of the departments or divisions of the Corporation
or its subsidiaries with respect to which the recipient has supervisory
responsibility. Multiple performance goals may be established and may have the
same or different weighting.
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(d) Adjustments. At any time prior to payment of the Performance Units,
the Committee may adjust previously established performance goals and other
terms and conditions, to reflect major unforeseen events such as changes in
laws, regulations or accounting policies or procedures, mergers, acquisitions or
divestitures or extraordinary, unusual or nonrecurring items or events, subject
to the limitations of Section 162(m) with respect to those Performance Units
which are structured to qualify for an exception to the limitations on
deductibility imposed by Section 162(m) (as discussed below).
(e) Payments of Performance Units. Following the conclusion of each
performance period, the Committee shall determine the extent to which
performance goals have been attained for such period as well as the other terms
and conditions established by the Committee. With respect to Performance Units
denominated in cash, the Committee shall determine what, if any, payment is due
on the Performance Units and whether such payment shall be made in cash, in
Common Stock, or partially in cash and partially in Common Stock. Any payments
made in Common Stock shall be calculated based on the Fair Market Value of the
Common Stock. Payments shall be made as promptly as practicable following the
end of the performance period unless deferred subject to such terms and
conditions as may be prescribed by the Committee. With respect to Performance
Units denominated in shares of stock, the Committee shall determine the extent
to which either (i) shares previously transferred to the participant on the date
of the award (in the form of Restricted Stock in accordance with paragraph 10
below) shall be forfeited, if the relevant performance goal is not attained or
(ii) shares shall be transferred to the participant, if the relevant performance
goal is attained.
(f) Termination by Death, Disability or Retirement. Any employee
granted a Performance Unit pursuant to this Section 9, who, by reason of death,
Disability or Normal or Early Retirement, terminates employment before the end
of the performance period, may be entitled to receive a portion of any earned
Performance Unit. The Committee, in its discretion, will determine the amount,
if any, of the Performance Unit earned and the time at which payment will be
made.
(g) Other Termination. An employee who voluntarily terminates
employment or whose employment is terminated involuntarily for Cause will
forfeit all rights under the Performance Unit.
(h) Section 162(m) Provisions. Within the first quarter of any
performance period (or such earlier or later date as may be required or
permitted by Section 162(m)), the Committee will determine whether to award any
performance units for that performance period in a manner intended to result in
"qualified performance-based compensation" within the meaning of Section 162(m)
of the Code (a "Qualifying Performance Unit"). If the Committee intends to award
any Qualifying Performance Units, the relevant performance goal will be
"pre-established" and "objective" within the meaning of Section 162(m) of the
Code, and the Committee shall have no discretion to waive or alter the goal
after the expiration of the earlier of (i) the expiration of twenty-five percent
of the performance period or (ii) the date on which the outcome under the goal
is substantially certain. The maximum amount payable under a performance unit
will depend on the value of that performance unit. However, Qualifying
Performance Units awarded to any single officer in any given performance period
are subject to a maximum cash denomination of $2,500,000.
Section 10. RESTRICTED STOCK AWARDS.
(a) Administration. Shares of Restricted Stock may be issued either
alone or in addition to other awards granted under the Plan. The Committee shall
determine the officers and key employees of the Corporation and its Subsidiaries
to whom, and the time or times at which, grants of Restricted Stock will be
made, the number of shares to be awarded, the price, if any, to be paid by the
recipient of Restricted Stock (subject to Section 10(b) hereof), the time or
times within which such awards may be subject to forfeiture, and all other
conditions of the awards. The Committee may also condition the grant of
Restricted Stock upon the attainment of specified performance goals (which
grants may be structured as Performance Units or Qualifying Performance Units in
accordance with paragraph 9 above), or such other criteria as the Committee may
determine, in its sole discretion. The provisions of Restricted Stock awards
need not be the same with respect to each recipient.
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<PAGE> 8
(b) Awards and Certificates. The prospective recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Corporation, and has otherwise complied with the then applicable
terms and conditions.
(i) Awards of Restricted Stock must be accepted within a
period of ninety (90) days (or such shorter period as the Committee may
specify) after the award date by executing a Restricted Stock Award
Agreement and paying whatever price, if any, is required.
(ii) A stock certificate in respect of shares of Restricted
Stock shall be issued in the name of each participant who is awarded
Restricted Stock. Such certificate shall be registered in the name of
the participant, and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such award,
substantially in the following form:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Compass Bancshares,
Inc. 1999 Omnibus Incentive Compensation Plan and a Restricted
Stock Award Agreement entered into between the registered
owner and the Corporation. Copies of such Plan and Agreement
are on file in the offices of the Corporation, 15 South 20th
Street, Birmingham, Alabama 35233."
(iii) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Corporation until the
restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock award, the participant shall have delivered a stock
power, endorsed in blank, relating to the Common Stock covered by such
award.
(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 10 shall be subject to the following restrictions and
conditions:
(i) Subject to the provisions of this Plan and the Restricted
Stock Award Agreements, during such period as may be set by the
Committee commencing on the grant date, which may include the
performance period with respect to Performance Units denominated in
shares of stock (the "Restriction Period"), the participant shall not
be permitted to sell, transfer, pledge or assign shares of Restricted
Stock awarded under the Plan. Within these limits, the Committee may,
in its sole discretion, provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions in whole or
in part based on performance and/or such other factors as the Committee
may determine, in its sole discretion; provided, however, that with
respect to Restricted Stock transferred to participants pursuant to
Qualifying Performance Units prior to the expiration of the relevant
performance period in accordance with paragraph 9 above, the Committee
shall not have the discretion to alter the performance goal or
accelerate the performance period.
(ii) Except as provided in paragraph (c)(i) of this Section
10, the participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a stockholder of the
Corporation, including the right to vote and to receive any dividends.
Dividends paid in stock of the Corporation or stock received in
connection with a stock split with respect to Restricted Stock shall be
subject to the same restrictions as on such Restricted Stock.
Certificates for shares of unrestricted Stock shall be delivered to the
participant promptly after, and only after, the period of forfeiture
shall expire without forfeiture in respect of such shares of Restricted
Stock.
(iii) Subject to the provisions of the Restricted Stock Award
Agreement and this Section 10, upon termination of employment for any
reason during the Restriction Period, all shares still subject to
restriction
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<PAGE> 9
shall be forfeited by the participant; provided, however, that the
participant shall be entitled to retain the shares of Restricted Stock
which have been paid for by the participant.
(iv) In the event of death or Disability or in the event that
a participant's employment is terminated as the result of special
hardship circumstances (other than for Cause), the Committee may, in
its sole discretion, waive in whole or in part any or all remaining
restrictions with respect to such participant's shares of Restricted
Stock.
Section 11. SUPPLEMENTAL CASH PAYMENTS. Subject to the Committee's
discretion, Stock Options, Stock Appreciation Rights, Performance Units, or
Restricted Stock agreements may provide for the payment by the Corporation of a
supplemental cash payment after the exercise of a Stock Option or Stock
Appreciation Right, at the time of payment of a Performance Unit or at the end
of the restriction period of a Restricted Stock award. Supplemental cash
payments shall be subject to such terms and conditions as shall be provided by
the Committee at the time of grant, provided that in no event shall the amount
of each payment exceed:
(a) In the case of a Stock Option, the excess of the Fair Market Value
of a share of Common Stock on the date of exercise over the option price,
multiplied by the number of shares for which such option is exercised, or
(b) In the case of a Stock Appreciation Right, Performance Unit or
Restricted Stock award, the value of the shares and other consideration issued
in payment of such award.
Section 12. SALE OR MERGER OF CHANGE IN CONTROL. In the case of a
merger or consolidation in which the Corporation is not the surviving
corporation, or a sale of all or substantially all of the business or property
of the Corporation, or liquidation or dissolution of the Corporation, or in the
event of a tender offer or any other change involving a threatened change in
control of the Corporation which, in the opinion of the Committee, could deprive
the holders of the benefits intended to be conferred by awards hereunder, the
Committee may, in anticipation of any such transaction or event, either at the
time of grant or thereafter, make such adjustments in the terms and conditions
of outstanding awards, as the Committee in its sole discretion determines are
equitably warranted under the circumstances including, without limitation, (i)
acceleration of exercise terms, or (ii) acceleration of the lapse of
restrictions and/or performance objectives or other terms.
Section 13. GENERAL PROVISIONS.
(a) Governmental or Other Regulations. Each award under the Plan shall
be subject to the requirement that, if at any time the Committee shall determine
that (a) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or federal law, or (b) the consent or approval of any government regulatory
authority, or (c) an agreement by the recipient of an award with respect to the
disposition of shares of Common Stock, is necessary or desirable as a condition
of, or in connection with, the granting of such award or the issue or purchase
of shares of Common Stock thereunder, such award may not be consummated in whole
or in part unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee. A participant shall agree, as a condition of
receiving any award under the Plan, to execute any documents, make any
representations, agree to restrictions on stock transferability and take any
actions which in the opinion of legal counsel to the Corporation is required by
any applicable law, ruling or regulation.
(b) Rights of a Stockholder. The recipient of any award under the Plan,
unless otherwise provided by the Plan, shall have no rights as a stockholder
with respect thereto unless and until certificates for shares of Common Stock
are issued to the recipient.
(c) No Additional Rights. Nothing set forth in this Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required; and such
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<PAGE> 10
arrangements may be either generally applicable or applicable only in specific
cases. Nothing in the Plan or in any agreement entered into pursuant to the Plan
shall confer upon any participant the right to continue in the employment of the
Corporation or its Subsidiaries, or affect any right which the Corporation or
such Subsidiaries may have to terminate the employment of the participant.
(d) Withholding. Whenever the Corporation proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Corporation shall
have the right to require the recipient to remit to the Corporation or provide
indemnification satisfactory to the Corporation for, an amount sufficient to
satisfy any federal, state or local withholding tax requirements prior to the
issuance or delivery of any certificate or certificates for such shares.
Whenever payments are to be made in cash, such payments shall be net of an
amount sufficient to satisfy any federal, state or local withholding tax
requirements.
(e) Non-Assignability. No award under the Plan shall be assignable or
transferable by the participant except by will or by the laws of descent and
distribution. During the life of a participant, such award shall be exercisable
only by the participant or by the participant's guardian or legal
representative.
(f) Unfunded Status of Plan. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a participant or optionee by the Corporation, nothing
set forth herein shall give any such participant or optionee any rights that are
greater than those of a general creditor of the Corporation. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Common
Stock or payments in lieu of or with respect to awards hereunder; provided,
however, that the existence of such trusts or other arrangements is consistent
with the unfunded status of the Plan.
(g) Non-Uniform Determination. The Committee's determinations under the
Plan (including, without limitation, determinations of the persons to receive
awards, the form, amount and timing of such awards, the terms and provisions of
awards and the agreements evidencing the awards, and the establishment of values
and performance targets) need not be uniform and may be made by it selectively
among persons who receive, or are eligible to receive, awards under the Plan,
whether or not such persons are similarly situated. Notwithstanding anything
contained in the Plan, the Corporation may make loans to participants in
connection with awards under the Plan or otherwise.
(h) Amendment or Termination. The Board may amend, modify, suspend or
terminate the Plan at any time; provided, however, that without stockholder
approval, the Board may not increase the maximum number of shares which may be
issued under the Plan (except increases pursuant to Section 5(c) hereof), change
the class of employees eligible to receive awards, extend the period during
which any award may be exercised, extend the term of the Plan or change the
minimum option price. The termination or any modification, suspension or
amendment of the Plan shall not, without the consent of a participant, adversely
affect the participant's rights under an award previously granted. The Committee
may amend the terms of any award or option theretofore granted, prospectively or
retroactively, but no such amendment shall impair the rights of any holder
without his consent. The Committee may also substitute new Stock Options for
previously granted Stock Options including options granted under other plans
applicable to the participant and previously granted Stock Options having higher
option prices.
(i) Use of Proceeds. The proceeds received by the Corporation from the
sale of Common Stock pursuant to the sale or exercise of awards under the Plan
shall be added to the Corporation's general funds and used for general corporate
purposes.
(j) Section 16. It is intended that the Plan and any grants made to a
person subject to Section 16 of the Securities Exchange Act of 1934 meet all of
the requirements of Rule 16b-3 thereunder. If any provision of the Plan or any
award hereunder would disqualify the Plan or such award, or would otherwise not
comply with Rule 16b-3, such provision or award shall be construed or deemed
amended to conform to Rule 16b-3.
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<PAGE> 11
(k) No Restriction on Right of Company to Effect Corporate Changes.
Nothing in the Plan shall affect the right or power of the Corporation or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are convertible into or
exchangeable for Common Stock, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
(l) Construction of Plan. The validity, interpretation, and
administration of the Plan and of any rules, regulations, determinations, or
decisions made thereunder, and the rights of any and all persons having or
claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with the laws of the State of Alabama.
(m) Duration of the Plan. The Plan shall remain in effect until all
awards under the Plan have been satisfied by the issuance of shares or the
payment of cash, but no award shall be granted more than ten (10) years after
the effective date hereof.
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EXHIBIT 23(A) - CONSENT OF KPMG PEAT MARWICK LLP
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Compass Bancshares, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Birmingham, Alabama
September 1, 1999
<PAGE> 1
EXHIBIT 24 -POWER OF ATTORNEY OF THE OFFICERS AND DIRECTORS OF THE COMPANY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints D. Paul Jones, Jr., Garrett R.
Hegel, Jerry W. Powell and Daniel B. Graves his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement on Form S-8 relating to the shares of Compass Bancshares, Inc. common
stock which may be issued pursuant to the Compass Bancshares, Inc. 1999 Omnibus
Incentive Compensation Plan, and any and all amendments (including
post-effective amendments) to such registration statement, and to file the same,
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE
--------- -----
/s/ Garrett R. Hegel
- --------------------------------- Chief Financial Officer (Principal Financial
(Garrett R. Hegel) Officer)
/s/ Timothy L. Journy
- --------------------------------- Chief Accounting Officer (Principal Financial
(Timothy L. Journy) Officer)
/s/ Charles W. Daniel
- --------------------------------- Director
(Charles W. Daniel)
/s/ W. Eugene Davenport
- --------------------------------- Director
(W. Eugene Davenport)
/s/ Marshall Durbin, Jr.
- --------------------------------- Director
(Marshall Durbin, Jr.)
/s/ Tranum Fitzpatrick
- --------------------------------- Director
(Tranum Fitzpatrick)
/s/ Carl J. Gessler, Jr., M.D.
- --------------------------------- Director
(Carl J. Gessler, Jr., M.D.)
/s/ John S. Stein
- --------------------------------- Director
(John S. Stein)
/s/ Robert J. Wright
- --------------------------------- Director
(Robert J. Wright)
