FIRST CHICAGO CORP
S-8 POS, 1994-07-07
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1994
                                        
                                                   REGISTRATION NO. 33-52259
________________________________________________________________________________

                       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
                                  ____________

                           FIRST CHICAGO CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                      DELAWARE                           33-2669970
          (STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)           IDENTIFICATION NUMBER)

            ONE FIRST NATIONAL PLAZA                       60670
               CHICAGO, ILLINOIS                         (ZIP CODE)
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                 LAKE SHORE BANCORP., INC. STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                             MR. ROBERT A. ROSHOLT
                            CHIEF FINANCIAL OFFICER
                           FIRST CHICAGO CORPORATION
                            ONE FIRST NATIONAL PLAZA
                            CHICAGO, ILLINOIS 60670
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (312) 732-3209
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                             LAURENCE GOLDMAN, ESQ.
                           FIRST CHICAGO CORPORATION
                            ONE FIRST NATIONAL PLAZA
                          CHICAGO,ILLINOIS 60670-0292


                                        
________________________________________________________________________________

                            Amending the Prospectus
<PAGE>
 
                                EXPLANATORY NOTE

     This Post-Effective Amendment No. 1 on Form S-8 amends Registration
Statement No. 33-52259 which was previously filed on Form S-4 (the "Original
Registration Statement") in connection with the merger (the "Merger") of Lake
Shore Bancorp., Inc. ("Lake Shore") into First Chicago Corporation ("First
Chicago").  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, 8,732,600
shares of First Chicago Common Stock, $5.00 par value per share (the "First
Chicago Common Stock"), along with an equal  number of Preferred Share Purchase
Rights of First Chicago which are attached to and trade with the First Chicago
Common Stock, were registered with the Securities and Exchange 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 Lake Shore common stock  in connection with the
Merger and those shares which are necessary to be distributed to former Lake
Shore employees in connection with certain employee stock options outstanding at
the time of the Merger under the Lake Shore Bancorp., Inc. Stock Incentive Plan
(the "Plan").  Pursuant to the terms of the Merger, all outstanding employee
stock options of Lake Shore under the Plan are to be converted into stock
options exerciseable for First Chicago Common Stock after the effective time of
the Merger based on a formula which will be described in the offering material
sent to holders of Lake Shore stock options.





          PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The following documents heretofore filed by First Chicago Corporation ("First
Chicago") with the Securities and Exchange Commission are incorporated by
reference in the Registration Statement:

       (a)  First Chicago's Annual Report on Form 10-K for the fiscal year ended
   December 31, 1993 (File No. 1-6052);

       (b)  First Chicago's Quarterly Report on Form 10-Q for the quarter ended
   March 31, 1994 (File No. 1-6052);

       (c)  First Chicago's Current Reports on Form 8-K dated January 17, 1994,
   February 9, 1994, February 11, 1994, April 8, 1994, April 13, 1994 and May
   16, 1994 (File No. 1-6052);

       (d)  Item 14 of pages 26 and 27 of First Chicago's Form 10 Registration
   Statement (File No. 1-6052) describing First Chicago's Common Stock; and

       (e)  First Chicago's Registration Statement on Form 8-A dated November
   25, 1988, describing the Preferred Share Purchase Rights declared by First
   Chicago on November 18, 1988, as amended by Amendment No. 1 on Form 8 dated
   July 16, 1990.

   All documents filed by First Chicago  pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (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.
<PAGE>
 
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 the Company offered hereby has
been passed upon for First Chicago by Sherman I. Goldberg, Executive Vice
President, Secretary and General Counsel of First Chicago.  As of April 30,
1994, Sherman I. Goldberg was the beneficial owner of 64,757 shares of  First
Chicago Common Stock and held options to purchase 120,410 shares of First
Chicago Common Stock.

   The financial statements incorporated by reference in the Annual Report on
Form 10-K of First Chicago for the year ended December 31, 1993, have been
audited by Arthur Andersen & Co., 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 experts in accounting and
auditing in giving said report.

 
Item 6.  Indemnification of Directors and Officers

   The General Corporation Law of Delaware empowers a corporation to indemnify
its directors, employees and agents against certain expenses, judgments, fines
and amounts incurred in connection with such person's employment by the
corporation.  First Chicago's Restated Certificate of Incorporation provides for
indemnification of directors and officers to the full extent permitted or
allowed under Delaware law, and First Chicago insures its directors and officers
against certain liabilities that may be incurred by them.

   Section 145 of the General Corporation Law of Delaware contains detailed
provisions on indemnification of directors and officers of a Delaware
corporation against expenses, judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with litigation.

   Article Ninth of First Chicago's Restated Certificate of Incorporation, as
amended, provides for indemnification of directors and officers to the full
extent permitted or allowed by the laws of the State of Delaware, as such laws
exist or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits First Chicago to provide broader
indemnification rights than said law permitted First Chicago to provide prior to
such amendment), whether or not specifically required, permitted or allowed by
said Section 145.  First Chicago also insures its officers and directors to the
full extent permitted by said Section 145.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling First Chicago pursuant to the foregoing provisions, First Chicago
has been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933, as amended, and is therefore unenforceable.


Item 7.  Exemption from Registration Claimed.

   This item is inapplicable.
<PAGE>
 
Item 8.  Exhibits.

   This Registration Statement includes the following Exhibits:

   Exhibit
   Number                          Description of Exhibits
   ------                          -----------------------

   4(A).       Restated Certificate of Incorporation, as amended [incorporated
               by reference to Exhibit 3(A) to the Registrant's Annual Report on
               Form 10-K for the year ended December 31, 1993]

   4(B).       Certificate of Stock Designation relating to the Series A
               Preferred Stock [incorporated by reference to Exhibit 3(A) to the
               Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1992, as amended by the Registrant's Form 8 dated
               March 12, 1993]

   4(C).       Certificate of Stock Designation relating to the Series B
               Preferred Stock [incorporated by reference to Exhibit 3(A) to the
               Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1992, as amended by the Registrant's Form 8 dated
               March 12, 1993]

   4(D).       Certificate of Stock Designation, as amended by a Certificate of
               Correction, relating to the Series C Preferred Stock
               [incorporated by reference to Exhibit 3(A) to the Registrant's
               Annual Report on Form 10-K for the year ended December 31, 1992,
               as amended by the Registrant's Form 8 dated March 12, 1993]

   4(E).       Certificate of Stock Designation, as amended by a Certificate of
               Increase to Certificate of Amendment, relating to the Series A
               Convertible Preferred Stock [incorporated by reference to Exhibit
               3(A) to the Registrant's Annual Report on Form 10-K for the year
               ended December 31, 1992, as amended by the Registrant's Form 8
               dated March 12, 1993]

   4(F).       Certificate of Stock Designation relating to the Junior Preferred
               Shares [incorporated by reference to Exhibit 3(A) to the
               Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1992, as amended by the Registrant's Form 8 dated
               March 12, 1993]

   4(G).       Certificate of Stock Designation relating to the Series D
               Preferred Stock [incorporated by reference to Exhibit 3(A) to the
               Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1992, as amended by the Registrant's Form 8 dated
               March 12, 1993]

   4(H).       Certificate of Stock Designation relating to the Series E
               Preferred Stock [incorporated by reference to Exhibit 3(A) to the
               Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1992, as amended by the Registrant's Form 8 dated
               March 12, 1993]

   4(I).       Certificate of Stock Designation relating to the Series B
               Convertible Preferred Stock [incorporated by reference to Exhibit
               4(i) to the Registrant's Current Report on Form 8-K dated March
               5, 1993]
<PAGE>
 
   4(J).       By-laws of Registrant, as amended [incorporated by reference to
               Exhibit 4(B) to Registrant's Form S-3 Registrant Statement (File
               No. 33-37717)]

   4(K).       Rights Agreement dated as of November 18, 1988, relating to
               Registrant's Preferred Share Purchase Rights [incorporated by
               reference to Exhibit 1 to Registrant's Current Report on Form 8-K
               dated November 25, 1988, File No. 1-6052]

   4(L).       Amendment to Rights Agreement dated as of July 13, 1990
               [incorporated by reference to Exhibit 1 to Registrant's Current
               Report on Form 8-K dated July 16, 1990, File No. 1-6052]

   4(M).       Form of First Chicago Common Stock Certificate [incorporated by
               reference to Exhibit 4(a) to Registrant's Registration Statement
               on Form S-3 (File No. 2-88937)]

   5.          Opinion re: legality (including Consent of Counsel for First
               Chicago)

   23(A).      Consent of Arthur Andersen & Co.

   23(C).      Consent of Counsel for First Chicago (included in Exhibit 5)

   24.         Power of Attorney*

   99.         Lake Shore Bancorp., Inc. Stock Incentive Plan

_________________
   *Previously filed.
<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; 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.
<PAGE>
 
SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, First Chicago
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 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 Chicago, State of Illinois, on the 7th
day of July, 1994.

                                    FIRST CHICAGO CORPORATION


                                    By:  /s/ Robert A. Rosholt
                                         -----------------------------------
                                         Robert A. Rosholt
                                         Attorney-in-Fact

    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 capacity and on the date indicated.

       Signature              Title                            Date
       ---------              -----                            ----
<TABLE>
<CAPTION>
 
<S>                          <C>                           <C> 
      JOHN H. BRYAN*         Director                      July 7, 1994
- ---------------------------
     (John H. Bryan)
 
      DEAN L. BUNTROCK*      Director                      July 7, 1994
- ---------------------------
     (Dean L. Buntrock)
 
      JAMES S. CROWN*        Director                      July 7, 1994
- ---------------------------
     (James S. Crown)
 
      DONALD V. FITES*       Director                      July 7, 1994
- ---------------------------
     (Donald V. Fites)
 
                             Director                      July 7, 1994
- ---------------------------
     (Donald P. Jacobs)
 
      ANDREW J. MCKENNA*     Director                      July 7, 1994
- ---------------------------
     (Andrew J. McKenna)
 
      RICHARD M. MORROW*     Director                      July 7, 1994
- ---------------------------
     (Richard M. Morrow)
 
      LEO F. MULLIN*         Director                      July 7, 1994
- ---------------------------
     (Leo F. Mullin)
 
      EARL L. NEAL*          Director                      July 7, 1994
- ---------------------------
     (Earl L. Neal)
 
      JAMES J. O'CONNOR*     Director                      July 7, 1994
- ---------------------------
     (James J. O'Connor)
 
      JERRY K. PEARLMAN*     Director                      July 7, 1994
- ---------------------------
     (Jerry K. Pearlman)
 
</TABLE>
<PAGE>
 
<TABLE>
<S>                          <C>                           <C>          
      JACK F. REICHERT*
- ---------------------------  Director                      July 7, 1994
     (Jack F. Reichert)
 
      PATRICK G. RYAN*       Director                      July 7, 1994
- ---------------------------
     (Patrick G. Ryan)
 
      ADELE SIMMONS*         Director                      July 7, 1994
- ---------------------------
     (Adele Simmons)
 
      ROGER W. STONE*        Director                      July 7, 1994
- ---------------------------
     (Roger W. Stone)
 
      RICHARD L. THOMAS*     Director and Principal        July 7, 1994
- ---------------------------
     (Richard L. Thomas)     Executive Officer
 
      DAVID J. VITALE*       Director                      July 7, 1994
- ---------------------------
     (David J. Vitale)
 
      WILLIAM J. ROBERTS*    Principal Accounting Officer  July 7, 1994
- ---------------------------
     (William J. Roberts)
 
      ROBERT A. ROSHOLT*     Principal Financial Officer   July 7, 1994
- ---------------------------
     (Robert A. Rosholt)
</TABLE>
____________
  * 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
    power of attorney signed by such directors and officers.

                                          /s/ Robert A. Rosholt
                                          --------------------------------
                                          Robert A. Rosholt
                                          Attorney-in-Fact
<PAGE>
 
                                                                  Sequentially
Exhibit                                                             Numbered
Number                                  Exhibits                      Page


4(A).     Restated Certificate of Incorporation, as amended 
          [incorporated by reference to Exhibit 3(A) to the 
          Registrant's Annual Report on Form 10-K for the year 
          ended December 31, 1993]

4(B).     Certificate of Stock Designation relating to the 
          Series A Preferred Stock [incorporated by reference to 
          Exhibit 3(A) to the Registrant's Annual Report on Form 
          10-K for the year ended December 31, 1992, as amended 
          by the Registrant's Form 8 dated March 12, 1993]

4(C).     Certificate of Stock Designation relating to the 
          Series B Preferred Stock [incorporated by reference 
          to Exhibit 3(A) to the Registrant's Annual Report on 
          Form 10-K for the year ended December 31, 1992, as
          amended by the Registrant's Form 8 dated March 12, 1993]

4(D).     Certificate of Stock Designation, as amended by a 
          Certificate of Correction, relating to the Series C 
          Preferred Stock [incorporated by reference to Exhibit 3(A) 
          to the Registrant's Annual Report on Form 10-K for the 
          year ended December 31, 1992, as amended by the
          Registrant's Form 8 dated March 12, 1993]

4(E).     Certificate of Stock Designation, as amended by a 
          Certificate of Increase to Certificate of Amendment, 
          relating to the Series A Convertible Preferred Stock 
          [incorporated by reference to Exhibit 3(A) to the 
          Registrant's Annual Report on Form 10-K for the year 
          ended December 31, 1992, as amended by the Registrant's 
          Form 8 dated March 12, 1993]

4(F).     Certificate of Stock Designation relating to the Junior 
          Preferred Shares [incorporated by reference to Exhibit 3(A) 
          to the Registrant's Annual Report on Form 10-K for the year 
          ended December 31, 1992, as amended by the Registrant's 
          Form 8 dated March 12, 1993]
<PAGE>
 
4(G).     Certificate of Stock Designation relating to the 
          Series D Preferred Stock [incorporated by reference to 
          Exhibit 3(A) to the Registrant's Annual Report on 
          Form 10-K for the year ended December 31, 1992, as
          amended by the Registrant's Form 8 dated March 12, 1993]

4(H).     Certificate of Stock Designation relating to the 
          Series E Preferred Stock [incorporated by reference to 
          Exhibit 3(A) to the Registrant's Annual Report on 
          Form 10-K for the year ended December 31, 1992, as
          amended by the Registrant's Form 8 dated March 12, 1993]

4(I).     Certificate of Stock Designation relating to the 
          Series B Convertible Preferred Stock [incorporated by 
          reference to Exhibit 4(i) to the Registrant's Current 
          Report on Form 8-K dated March 5, 1993]

4(J).     By-laws of Registrant, as amended [incorporated by 
          reference to Exhibit 4(B) to Registrant's Form S-3 
          Registrant Statement (File No. 33-37717)]

4(K).     Rights Agreement dated as of November 18, 1988, relating 
          to Registrant's Preferred Share Purchase Rights 
          [incorporated by reference to Exhibit 1 to Registrant's 
          Current Report on Form 8-K dated November 25, 1988, 
          File No. 1-6052]

4(L).     Amendment to Rights Agreement dated as of July 13, 1990 
          [incorporated by reference to Exhibit 1 to Registrant's 
          Current Report on Form 8-K dated July 16, 1990, 
          File No. 1-6052]

4(M).     Form of First Chicago Common Stock Certificate 
          [incorporated by reference to Exhibit 4(a) to Registrant's 
          Registration Statement on Form S-3 (File No. 2-88937)]

5.        Opinion re: legality (including Consent of Counsel for
          First Chicago)

23(A).    Consent of Arthur Andersen & Co.

23(C).    Consent of Counsel for First Chicago (Included in Exhibit 5)

24.       Power of Attorney

99.       Lake Shore Bancorp., Inc.. Stock Incentive Plan

<PAGE>
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


To First Chicago Corporation:

    As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 13, 1994,
incorporated by reference in First Chicago Corporation's Form 10-K for the year
ended December 31, 1993, and to the reference to our Firm under the caption
"Interest of Named Experts and Counsel" in this Registration Statement.



                                       ARTHUR ANDERSEN & CO.



Chicago, Illinois,
July 6, 1994.

<PAGE>
 
                                         Exhibits 5 and 23(C)

                                         July 7, 1994


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

    Re:  First Chicago Corporation
         Post-Effective Amendment No. 1 to
         Form S-8 Registration Statement
         Lake Shore Bancorp., Inc. Stock Incentive Plan
         ----------------------------------------------

Ladies and Gentlemen:

    I am Executive Vice President, General Counsel and Secretary of First
Chicago Corporation, a Delaware corporation (the "Company"), and in such
capacity, I am, or members of my staff subject to my supervision are, familiar
with (i) the Restated Certificate of Incorporation and By-Laws of the Company;
(ii) the Amended and Restated Agreement and Plan of Merger (the "Agreement")
between Lake Shore Bancorp., Inc. ("Lake Shore"), the Company and First Chicago
Acquisition Corporation V, pursuant to which Lake Shore will be merged into the
Company; (iii) the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 relating to the Lake Shore Bancorp., Inc. Stock Incentive
Plan (the "Plan") concurrently being filed with the Securities and Exchange
Commission (the "Registration Statement") pursuant to which the Company's common
stock, $5 par value per share (the "Common Stock"), and its preferred share
purchase rights (the "Rights") which are currently attached to, and trade with,
the Common Stock, will be issued upon the exercise of options previously granted
under the Plan; and (iv) such other documents, proceedings and matters as I deem
necessary in order to enable me to render the opinion hereinafter expressed.

    On the basis of the foregoing, it is my opinion that the shares of Common
Stock (and the Rights attached thereto) offered as set forth in the Registration
Statement, when issued in accordance with their respective terms and the terms
of the Agreement and the Plan, 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 Prospectus constituting a part thereof, as
originally filed or as subsequently amended.

                                         Very truly yours,

                                         /s/ Sherman I. Goldberg
                                         -------------------------------
                                         Sherman I. Goldberg

<PAGE>
 
                                                                     EXHIBIT 99.

                           LAKE SHORE BANCORP., INC.

                             STOCK INCENTIVE PLAN


     The purpose of the Lake Shore Bancorp., Inc. Stock Incentive Plan (the 
"Plan") is to enable Lake Shore Bancorp., Inc. (the "Company") to offer 
long-term incentive opportunities to key executive employees, thereby assisting 
the Company and its subsidiaries (the "Subsidiaries") in retaining and 
attracting the caliber of executive talent needed to manage and conduct their 
affairs.

     The terms and provisions of the Plan are as follows:

  1. Administration. (a) The Plan shall be administered by the Compensation and 
Organization Committee (the "Committee") of the Company's Board of Directors 
(the "Board"), which Committee shall consist of not less than three directors. 
No director may be a member of the Committee who is eligible to participate in, 
or within twelve months prior to this appointment to the Committee was eligible 
to participate in, this Plan or any other discretionary stock incentive or 
option plan of the Company or any of its Subsidiaries.

     (b) The Committee may from time to time establish, amend or rescind such 
rules and regulations with respect to the Plan as it deems appropriate. All 
questions arising under the Plan shall be decided by the Committee and its 
determination shall be conclusive.

  2. Common Stock. The total number of shares of the Company's common stock, no 
par value ("Common Stock"), which may be issued under the exercise of options or
pursuant to restricted stock awards granted under the Plan shall not exceed 
360,000, which number shall be subject to adjustment under Sections 7 and 10. 
Shares shall be made available for purposes of the Plan from authorized but 
unissued, or reacquired, shares of Common Stock. Except as otherwise provided in
Section 5, shares either released from option or forfeited under restricted 
stock awards may again be made the subject of an option or award granted under 
the Plan.

  3. Stock Options. (a) Key executive employees, including officers (whether or 
not directors), of the Company or any of its Subsidiaries, but not including any
member of the Committee, shall be eligible to be granted options under the Plan.
Options may be incentive stock options under Section 422A of the Internal 
Revenue Code of 1986, non-qualified stock options or a combination of both. The 
Committee shall determine the key executive employees to whom options under the 
Plan are to be granted and the type of, and the number of shares of Common Stock
to be covered by, each such options. The Committee may also grant replacement 
options in substitution for surrendered options.

     (b) The option price per share under each option shall be fixed by the 
Committee at the fair market value of a share of Common Stock on the date of 
grant. For all purposes of the Plan, and unless otherwise determined by the 
Committee, the fair market value of a share of Common Stock shall mean the 
closing price of the Common Stock on the NASDAQ on the last trading date for the
stock immediately prior to the date of reference, as reported in the Midwest 
Edition of The Wall Street Journal.

     (c) Each option shall be nonassignable and nontransferable other than by 
will or the laws of descent and distribution and, during the lifetime of the 
optionee named therein, may be exercised only by him.

     (d) An option shall not be exercisable during the first six months after 
the date of its grant and shall expire and terminate not later than one hundred 
and twenty months after such date. The aggregate fair market value (determined 
at the time an option is granted) of the Common Stock with respect to which 
incentive stock options under the Plan (or any other stock option plan of the 
Company or any of the Subsidiaries) are exercisable for the first time by an 
optionee during any calendar year shall not exceed $100,000.

     (e) In the event of the death of an optionee with an outstanding option, 
his option rights may, subject to the expiration date of the option, be 
exercised during the twelve-month period following the date of his death by his 
successor for that number of shares covered by his option and not theretofore 
purchased
<PAGE>
 
by him which such deceased optionee was entitled under the terms of his option 
to purchase immediately prior to his death.

     (f) Each option shall be evidenced by an option certificate issued by the 
Company. Subject to the specific provisions of the Plan, each option shall be 
exercisable in such manner (including installments), at such time or times and 
subject to such conditions or limitations as shall be determined by the 
Committee, in its sole discretion, at the time such option is granted.

     (g) Each option shall be subject to the requirement that if at any time 
the Board shall determine that the listing or registration of the shares covered
thereby upon any securities exchange or under any applicable law is necessary or
desirable, such option shall not be exercisable unless such listing or 
registration shall have been effected.

     (h) At the time of exercise of an option, the Company may cause to be 
placed on the stock certificate or certificates issuable upon such exercise such
legend as it deems necessary or appropriate to comply with the Securities Act of
1933 or any applicable law.

     (i) Common Stock purchased upon exercise of any option shall be paid for,
at the time of exercise, in cash or by check, or may, at the discretion of the
Committee, be paid for through the delivery of shares of Common Stock or by any 
other means which the Committee deems appropriate and consistent with the Plan's
purpose. As a condition to the exercise of a non-qualified option, the optionee 
or his successor in interest must make arrangements with the Company to provide 
sufficient funds to satisfy any withholding tax requirements with respect to
such exercise. An optionee or his successor in interest shall have no rights as
a shareholder with respect to any shares covered by his option until he shall
have become the holder of such shares.

  4. Additive Stock Appreciation Rights. Any option granted under the Plan may, 
at the discretion of the Committee, include stock appreciation rights 
exercisable in combination with the option. These rights may be extended either 
at the time of grant of the option or at any time thereafter during its term. An
optionee who holds an option with such appreciation rights shall be entitled to 
receive from the Company, at the date his option is exercised in whole or in 
part, a cash payment (less applicable withholding taxes) equal to a percentage, 
not to exceed 100% of the product of (i) the excess of the fair market value of 
one share of Common Stock on the date of exercise over the per share option 
price, multiplied by (ii) the number of shares purchased upon such exercise, 
provided such exercise occurs during the period from the 3rd through 12th 
business day following the release of the Company's most recent quarterly 
financial statements and such appreciation rights have been outstanding for at 
least six months.

  5. Alternate Stock Appreciation Rights. Any option granted under the Plan may,
at the discretion of the Committee, include the right to surrender the 
exercisable portion of the option in whole or in part, and receive from the 
Company in exchange, without any payment of cash (except for applicable 
withholding taxes), that number of shares having an aggregate market value equal
to the product of (i) the excess of the market value of one share on the date of
surrender over the option price per share, and (ii) the number of shares subject
to the option, or portion thereof, which is so surrendered. These rights may be 
extended either at the time of grant of the option or at any time thereafter 
during its term, but such rights shall not be exercisable until they have been 
outstanding for at least six months. The Company shall be entitled, at its 
discretion, to settle all or part of its obligation arising out of any exercise 
of such rights by the payment of cash equal to the aggregate market value of 
the shares it would otherwise be obligated to deliver. The number of shares of 
Common Stock reserved for issuance under the Plan shall be reduced by the number
of shares covered by an option or portion thereof which is so surrendered.

  6. Restricted Stock. (a) Senior executive officers (whether or not directors) 
of the Company or any of its Subsidiaries, but not including any member of the 
Committee, shall be eligible to be granted restricted stock awards under the 
Plan. The Committee shall determine the senior executive officers to whom 
restricted stock awards under the Plan are to be granted and the number of 
shares to be covered by each such award. A restricted stock award shall consist 
of shares of Common Stock which are subject to forfeiture during a vesting 
period established by the Committee.

                                      -2-
<PAGE>
 
     (b) The Committee shall establish a vesting period for each restricted 
stock award at the time the award is granted. Different vesting periods may be 
established, but no vesting period shall initially be set at less than six 
months.

     (c) Common stock subject to a restricted stock award shall be represented 
by a stock certificate or certificates registered in the name of the holder of 
the award or in the name of a nominee for the benefit of such holder. During the
vesting period, the holder shall be entitled to vote the restricted shares and 
receive all dividends and other distributions paid thereon, but may not sell, 
transfer, pledge, exchange, hypothecate or otherwise dispose of such shares or 
be entitled to delivery of any stock certificate.

     (d) Any share of Common Stock forfeited under a restricted stock award by 
reason of termination of the holder's employment or otherwise shall 
automatically be transferred to, and be reacquired by, the Company without any 
cost to it.

     (e) The Company shall retain custody of the restricted shares during the 
vesting period. As a condition to the delivery of any vested shares, the holder 
or his successor in interest must make arrangements with the Company to provide 
sufficient funds to satisfy any withholding tax requirements with respect to 
such shares.

     (f) Each restricted stock award shall be evidenced by an award certificate 
issued by the Company, which shall contain such terms and conditions as the 
Committee in each instance deems appropriate and not inconsistent with the 
specific provisions of the Plan.

  7. Antidilution. In the event of any change in capitalization which affects 
the Common Stock, such as a stock dividend, a stock distribution, a stock 
split-up, a subdivision or combination of shares, such proportionate 
adjustments, if any, as the Committee in its discretion deems appropriate to 
reflect such change shall be made with respect to the options and awards 
outstanding under the Plan and the total number of shares of Common Stock which 
may be issued under the Plan; provided, however, that any fractional shares 
resulting from any such adjustment shall be eliminated.

  8. Change in Control. In the event of a "change in control" (as hereinafter 
defined):

     (a) each optionee with an outstanding option (i) shall have the right at 
  any time thereafter to exercise the option in full notwithstanding any waiting
  period, installment period or other limitation or restriction in any option
  certificate or in the Plan, and (ii) shall have the right exercisable by
  written notice to the Company within 60 days after the change in control, to
  receive, in exchange for the surrender of the option or any portion thereof to
  the extent the option is then exercisable in accordance with clause (i), an
  amount of cash equal to the difference between the fair market value on the
  date of exercise of the Common Stock covered by the option or portion thereof
  which is so surrendered and the purchase price of such Common Stock under the
  option, together with a cash settlement of any additive stock appreciation
  rights associated with the surrendered shares, provided that the right
  described in this clause (ii) be exercisable only if a positive amount would
  be payable to the optionee pursuant to the formula specified in this clause
  (ii); and

     (b) each holder of a restricted stock award (i) shall have the right at any
  time thereafter to receive all Common Stock subject to the restricted stock
  award free of any restrictions or vesting requirements, and (ii) shall have
  the right, exercisable by written notice to the Company within 60 days after
  the change in control, to receive, in exchange for the surrender of the
  restricted stock an amount of cash equal to the fair market value on the date
  of exercise of Common Stock subject to the award.

     For the purposes of this Section 8, a "change in control" shall be deemed 
  to occur when and if:

     (i) any "person" (as that term is issued in Sections 13(d) and 14(d) of the
  Securities Exchange Act of 1934) other than the Company or Lake Shore National
  Bank (the "Bank") becomes the beneficial owner, directly or indirectly, of
  securities of the Company or of the Bank representing more than 50% of the
  voting power of all of the then outstanding securities of the Company or of
  the bank, as the case may be; or

                                      -3-
<PAGE>
 
     (ii) persons who, at the beginning of any twelve consecutive month period,
constitute the Board of Directors of the Company or of the Bank cease, at the
end of such period, to constitute at least a majority thereof, unless the
nomination of each new director was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of such
period.

  9. Miscellaneous Provisions. (a) An employee's rights and interests under the 
Plan may not be assigned or transferred except by will or by the laws of descent
and distribution.

     (b) No employee or other person shall have any claim or right to be granted
an option or award under the Plan. Neither the Plan nor any action taken 
hereunder shall be construed as giving an employee any right to be retained in 
the employ of the Company or any of the Subsidiaries.

     (c) The Company and the Subsidiaries shall have the right to deduct from 
any payment or other distribution under this Plan, including the withholding of 
shares of Common Stock, an amount necessary to satisfy any withholding tax 
requirements with respect to such payment or distribution.

  10. Amendment and Termination of Plan. The Committee may at any time and from 
time to time amend, suspend or terminate the Plan in whole or in part. No such 
amendment may, except as provided in Section 7, increase the total number of 
shares of Common Stock which may be issued under the Plan without the approve of
the Board. Unless sooner terminated, this Plan will terminate on March 1, 1999, 
except with respect to any options or awards then outstanding.

  11. Effective Date. This Plan shall be effective April 24, 1989.


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