<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential for Use of the Commission Only
(as permitted by Rule 14a-b(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
First Commerce Corporation
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11: Set forth the amount on which the
filing fee is calculated and state how it was determined.
--------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------
(5) Total Fee paid:
--------------------------------------------------
- --------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO OF FIRST COMMERCE CORPORATION APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of First Commerce Corporation:
The annual meeting of stockholders of First Commerce Corporation ("FCC") will
be held in the Vieux Carre Room of the Hotel Inter-Continental, 444 St. Charles
Avenue, New Orleans, Louisiana, on Monday, April 17, 1995, at 9:00 a.m., New
Orleans time, to:
1. Elect directors.
2. Consider and vote upon a proposal to approve the Amended and Restated
Supplemental Tax-Deferred Savings Plan.
3. Transact such other business as may properly come before the meeting or
any adjournments thereof.
Only holders of record of FCC Common Stock at the close of business on
February 24, 1995, are entitled to notice of and to vote at the annual meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING
ENVELOPE AS PROMPTLY AS POSSIBLE. A PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
THE VOTING THEREOF.
By Order of the Board of Directors
[SIGNATURE OF MICHAEL A. FLICK APPEARS HERE]
Michael A. Flick
Secretary
New Orleans, Louisiana
March 8, 1995
<PAGE>
FIRST COMMERCE CORPORATION
POST OFFICE BOX 60279
NEW ORLEANS, LOUISIANA 70160
MARCH 8, 1995
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of First Commerce
Corporation ("FCC" or the "Corporation") in connection with the solicitation on
behalf of its Board of Directors (the "Board") of proxies for use at the annual
meeting of stockholders of FCC to be held on April 17, 1995 at the time and
place set forth in the accompanying notice and at any adjournments thereof (the
"Meeting").
Only stockholders of record of FCC common stock ("Common Stock") at the close
of business on February 24, 1995, are entitled to notice of and to vote at the
Meeting. On that date, FCC had outstanding 29,369,774 shares of Common Stock,
each of which is entitled to one vote.
A stockholder may revoke the enclosed proxy at any time prior to its exercise
by filing with the Secretary of FCC a written revocation or duly executed proxy
bearing a later date. A stockholder who votes in person at the Meeting in a
manner inconsistent with a proxy previously filed on the stockholder's behalf
will be deemed to have revoked such proxy as it relates to the matter voted
upon in person.
This Proxy Statement is first being mailed to stockholders on or about March
8, 1995, and the cost of soliciting proxies in the enclosed form will be borne
by FCC. In addition to the use of the mails, proxies may be solicited by
personal interview, telephone and telegraph. Banks, brokerage houses and other
nominees or fiduciaries will be requested to forward the soliciting material to
their principals and to obtain authorization for the execution of proxies, and
FCC will, upon request, reimburse them for their expenses in so acting. In
addition, FCC has retained Corporate Investor Communications, Inc., a
professional proxy solicitation firm, to aid in the solicitation of proxies for
a fee of $5,000, plus out-of-pocket expenses.
ELECTION OF DIRECTORS
GENERAL
The Articles of Incorporation of FCC authorize the Board to fix the number of
directors at not less than three nor more than thirty. Pursuant thereto, the
Board has fixed the number of directors to be elected at the Meeting at twenty,
and proxies cannot be voted for a greater number of persons. Unless authority
is withheld, the persons named in the enclosed proxy will vote the shares
represented by the proxies received by them for the election of the twenty
persons named below to serve until the next annual meeting and until their
successors are duly elected and qualified. In the unanticipated event that one
or more nominees is unable to be a candidate at the Meeting, the By-laws of FCC
provide that the number of authorized directors will be automatically reduced
by the number of such nominees unless the Board determines otherwise, in which
case proxies will be voted in favor of such other nominees as may be designated
by the Board.
<PAGE>
The following table sets forth certain information as of February 13, 1995,
with respect to each nominee to be proposed on behalf of the Board. Unless
otherwise indicated, each person has been engaged in the principal occupation
shown for the past five years.
<TABLE>
<CAPTION>
YEAR FIRST
PRINCIPAL OCCUPAITON BECAME A
AND DIRECTORSHIPS IN DIRECTOR
NAME AND AGE OTHER PUBLIC CORPORATIONS OF FCC
------------ ------------------------- ----------
<S> <C> <C>
Ian Arnof, 55........... President and Chief Executive Officer of FCC 1983
James J. Bailey III, 52. Managing Partner, Bailey Family Investments 1985
(real estate development and management);
director, United Companies Financial
Corporation
John W. Barton, 78...... Private investments 1985
Sydney J. Besthoff III, Chairman of the Board, K & B, Incorporated 1992
67..................... (retail drug stores)
Robert H. Bolton, 86 Senior Chairman of the Board, Rapides Bank & 1986
(1).................... Trust Company in Alexandria
Frances B. Davis, 66 Private investments 1986
(1)....................
Laurance Eustis, Jr., Advisory Chairman and Consultant, Eustis 1983
81..................... Insurance, Inc.; director, International
Shipholding Corporation and Pan-American Life
Insurance Company (2)
William P. Fuller, 68... President, Fuller Farms, Inc. 1978
Arthur Hollins III, 64.. Chairman of the Board, The First National Bank 1985
of Lake Charles; director, Calcasieu Real
Estate & Oil Co., Inc.
F. Ben James, Jr., 59... President, James Investments, Inc. (real estate 1973
development and private investments); director,
Central Louisiana Electric Co., Inc.
Erik F. Johnsen, 69..... President and director, International 1983
Shipholding Corporation and Central Gulf Lines,
Inc. (ocean shipping)
J. Merrick Jones, Jr., Chairman of the Board, Canal Barge Company, Inc. 1983
60..................... (river transportation)(3)
Edwin Lupberger, 58..... Chairman and Chief Executive Officer, Entergy 1992
Corporation (electric utility holding company);
director, International Shipholding Corporation
Hermann Moyse, Jr., 73.. Chairman of the Board, FCC; Chairman Emeritus, 1985
City National Bank of Baton Rouge ("CNB");
director, Pan-American Life Insurance
Company(4)
O. Miles Pollard, Jr. Private investments; director, United Companies 1988
57..................... Financial Corporation
G. Frank Purvis, Jr., Chairman of the Board, Pan-American Life 1975
80..................... Insurance Company
Edward M. Simmons, 66... President and Chief Executive Officer, McIlhenny 1981
Co. (producer of Tabasco brand food products);
director, Pan-American Life Insurance Company,
Piccadilly Cafeterias, Inc. and Central
Louisiana Electric Co., Inc.
H. Leighton Steward, 60. Chairman, Chief Executive Officer and President, 1992
Louisiana Land and Exploration Company (oil and
gas exploration and production)
Joseph B. Storey, 82.... Oil and gas consultant and private investments 1983
Robert A. Weigle, 48.... President, David C. Bintliff & Co., Inc. 1988
(investments)
</TABLE>
2
<PAGE>
- --------
(1) Mr. Bolton is Mrs. Davis's uncle.
(2) For more than five years prior to 1990, when he relinquished those
positions, Mr. Eustis was the President and Chief Executive Officer of
Laurance Eustis Insurance Agency, Inc. and Chairman of the Board and Chief
Executive Officer of Laurance Eustis Mortgage Corporation (mortgage
banking).
(3) Mr. Jones was President of Canal Barge Company, Inc. for more than five
years prior to January 1995.
(4) For more than five years prior to December 1994, Mr. Moyse was Chairman of
the Board of CNB.
----------------
During 1994, the Board held seven meetings. Each incumbent director of FCC
attended at least 75% of the aggregate number of meetings held during 1994 of
the Board and committees of which he or she was a member, except Mr. Lupberger
who attended 55%.
The Board has an Executive Committee, Audit Committee and Compensation
Committee. The current members of the Executive Committee are Messrs. Arnof,
Fuller, Hollins, Moyse (Chairman), Pollard, Purvis and Simmons. The Executive
Committee, which met seven times during 1994, may exercise any of the powers of
the Board when the Committee's members agree unanimously that such exercise is
necessary because it is not possible or practicable to convene the full Board.
In addition, the Executive Committee (1) makes recommendations to the Board
concerning potential acquisitions, dividend policy, stock splits and other
special projects or policies, (2) performs an initial review of candidates for
the Board, (3) approves proposals for, and adopts resolutions authorizing, the
acquisition of failed or failing financial institutions or affiliates thereof
and (4) reviews any proposed employment contract between FCC or its
subsidiaries and employees of institutions proposed to be acquired by FCC.
The current members of the Audit Committee are Messrs. Bailey (Chairman),
Barton, Besthoff, James, Jones, Lupberger and Weigle. The Audit Committee,
which met four times during 1994, is responsible for (1) making recommendations
to the Board concerning the selection and retention of FCC's independent
auditors, (2) consulting with the independent auditors with regard to the plan
of audit, (3) consulting directly with the Chief Internal Auditor of FCC on any
matter the Audit Committee or the Chief Internal Auditor deems appropriate in
connection with carrying out the audit, (4) reviewing the results of audits of
FCC by its independent auditors and the Federal Reserve Board, (5) reviewing
reports of the subsidiaries' Examining Committees regarding their reviews of
the scope and results of internal audits and results of regulatory
examinations, (6) discussing audit recommendations with management and
reporting the results of its reviews to the Board and (7) determining the
compensation of the senior internal auditing personnel and approving the
termination of any member of the internal auditing staff.
The current members of the Compensation Committee are Mrs. Davis and Messrs.
Eustis, Johnsen (Chairman), Steward and Storey. The Compensation Committee met
three times during 1994. The Compensation Committee is responsible for (1)
determining the compensation of the President and Chief Executive Officer of
FCC, (2) reviewing the evaluations of FCC's senior management conducted by the
President and Chief Executive Officer, (3) assuring that plans for the
succession of senior management personnel have been developed by the President
and Chief Executive Officer, (4) reviewing and approving certain employment
contracts (of which there are none currently) between FCC or any of its
subsidiaries and an employee of FCC or any of its subsidiaries and (5)
administering the First Commerce Corporation 1985 Stock Option Plan and the
1992 Stock Incentive Plan.
COMPENSATION OF DIRECTORS
Each director who is not an employee of FCC or any of its subsidiaries
receives an annual fee of $20,000 ($60,000 for the Chairman), payable in
monthly installments, for service on the Board and all committees of which he
or she is a member, in addition to fees for services as a director of
subsidiaries of FCC.
3
<PAGE>
SECURITY HOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the beneficial
ownership of each class of outstanding FCC equity securities by each director
and nominee of FCC, by each executive officer for whom compensation information
is disclosed under the heading "Executive Compensation and Certain
Transactions--Summary of Executive Compensation" ("Named Executive Officer"),
and by all directors and executive officers of FCC as a group as of February
13, 1995, determined in accordance with Rule 13d-3 of the Securities and
Exchange Commission ("SEC"). In addition to its Common Stock, FCC currently has
outstanding three other classes of equity securities, none of which are
entitled to vote at the Meeting: 7.25% Cumulative Convertible Preferred Stock,
Series 1992 ("Preferred Stock"), 12 3/4% Convertible Debentures due 2000,
Series A ("A Debentures") and 12 3/4% Convertible Debentures due 2000, Series B
("B Debentures"). Unless otherwise indicated, the equity securities shown are
held with sole voting and investment power.
<TABLE>
<CAPTION>
TYPE AND CLASS
OF EQUITY NO. OF PRINCIPAL PERCENT
NAME OF BENEFICIAL OWNER SECURITY SHARES AMOUNT OF CLASS(1)
- ------------------------ --------------- --------- ----------- -----------
<S> <C> <C> <C> <C>
DIRECTORS AND DIRECTOR
NOMINEES
Ian Arnof............... Common Stock 171,359(2) *
James J. Bailey III..... Common Stock 114,035(3) *
Preferred Stock 10,000 *
John W. Barton.......... Common Stock 86,810 *
Sydney J. Besthoff III.. Common Stock 2,250 *
Robert H. Bolton........ Common Stock 195,052(4) *
B Debentures $ 3,178,000 5.65%
Frances B. Davis........ Common Stock 391,315(5) 1.48%
Preferred Stock 1,200 *
B Debentures $ 7,520,400(6) 13.37%
Laurance Eustis, Jr..... Common Stock 37,500 *
William P. Fuller....... Common Stock 59,575(7) *
Arthur Hollins III...... Common Stock 257,683(8) *
A Debentures $ 5,304,225(9) 19.76%
F. Ben James, Jr........ Common Stock 13,125 *
Erik F. Johnsen......... Common Stock 147,686(10) *
Preferred Stock 1,000(11) *
J. Merrick Jones, Jr.... Common Stock 137,488(12) *
Edwin Lupberger......... Common Stock 2,312 *
Hermann Moyse, Jr....... Common Stock 526,301(13) 2.01%
O. Miles Pollard, Jr.... Common Stock 181,632 *
G. Frank Purvis, Jr..... Common Stock 59,817(14) *
Edward M. Simmons....... Common Stock 127,345(15) *
H. Leighton Steward..... Common Stock 4,205(3) *
Preferred Stock 2,000 *
Joseph B. Storey........ Common Stock 93,852(3) *
Preferred Stock 4,000 *
Robert A. Weigle........ Common Stock 56,606(16) *
NAMED EXECUTIVE
OFFICERS(17)
Michael A. Flick........ Common Stock 66,328(2) *
Howard C. Gaines........ Common Stock 42,671(2) *
Ashton J. Ryan, Jr...... Common Stock 27,189(2) *
Joseph V. Wilson III.... Common Stock 35,717(2) *
ALL DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP (29
persons)............... Common Stock 4,262,368(18) 15.67%
Preferred Stock 21,300(19) *
A Debentures $11,119,665(20) 41.42%
B Debentures $12,606,400(21) 22.41%
</TABLE>
4
<PAGE>
- --------
* Less than one percent
(1) Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days and shares of Common Stock underlying the
Preferred Stock, A Debentures and B Debentures are deemed to be
outstanding for purposes of computing the percentage of outstanding Common
Stock owned by such persons individually and by all directors and
executive officers as a group but are not deemed to be outstanding for the
purpose of computing the ownership percentage of any other person.
(2) Includes shares subject to options currently exercisable or exercisable
within 60 days, restricted shares and shares allocated to the Tax-Deferred
Savings Plan and Supplemental Tax-Deferred Savings Plan (the "Plans")
accounts, as follows:
<TABLE>
<CAPTION>
OPTION SHARES RESTRICTED SHARES PLAN SHARES
------------- ----------------- -----------
<S> <C> <C> <C>
Mr. Arnof..................... 24,626 10,379 21,046
Mr. Flick..................... 14,264 4,927 9,619
Mr. Gaines.................... 5,291 4,735 8,942
Mr. Ryan...................... 4,065 4,576 3,548
Mr. Wilson.................... 7,258 4,864 4,973
</TABLE>
(3) Includes shares that may be acquired upon conversion of Preferred Stock as
follows: Mr. Bailey, 11,646 shares, Mr. Steward, 2,330 shares and Mr.
Storey, 4,658 shares.
(4) Includes 119,175 shares Mr. Bolton has the right to acquire upon
conversion of B Debentures, and 7,101 shares allocated to his Plan
accounts.
(5) Includes 71,152 shares as to which Mrs. Davis shares voting and investment
power. Also includes 282,015 shares Mrs. Davis has the right to acquire
upon conversion of B Debentures and 1,398 shares she has the right to
acquire upon conversion of Preferred Stock.
(6) Includes $1,508,400 principal amount of B Debentures owned by Mrs. Davis'
husband, as to which she disclaims beneficial ownership.
(7) Includes 3,165 shares as to which Mr. Fuller shares voting and investment
power.
(8) Includes 4,687 shares as to which Mr. Hollins shares voting and investment
power. Also includes 198,908 shares Mr. Hollins has the right to acquire
upon conversion of A Debentures, 4,767 shares he is entitled to acquire
within 60 days upon the exercise of options, 2,376 shares of restricted
stock and 27,089 shares allocated to his Plan accounts.
(9) Includes $333,360 principal amount of A Debentures as to which Mr. Hollins
shares voting and investment power and $59,040 principal amount of A
Debentures owned by Mr. Hollins' wife, as to which he disclaims beneficial
ownership.
(10) Includes 3,533 shares as to which Mr. Johnsen shares voting and investment
power. Mr. Johnsen disclaims beneficial ownership of these shares, which
are held in a trust of which he is a co-trustee. Also includes 1,165
shares of Common Stock that may be acquired upon conversion of shares of
Preferred Stock owned by Mr. Johnsen's wife, as to which he disclaims
beneficial ownership.
(11) Mr. Johnsen disclaims beneficial ownership of these shares, which are
owned by his wife.
(12) Includes 11,250 shares as to which Mr. Jones shares voting and investment
power.
(13) Includes 495,711 shares as to which Mr. Moyse shares voting and investment
power.
(14) Includes 53,666 shares owned by Pan-American Life Insurance Company, of
which Mr. Purvis is the Chairman of the Board. Mr. Purvis disclaims
beneficial ownership of these shares.
(15) Includes 19,800 shares as to which Mr. Simmons shares voting and
investment power. Mr. Simmons disclaims beneficial ownership of these
shares. Also includes 800 shares as to which Mr. Simmons has sole voting
and investment power but disclaims beneficial ownership.
(16) Mr. Weigle shares voting and investment power of these shares.
(17) Information for Mr. Arnof appears above under the heading "Directors and
Director Nominees."
(18) Includes 21,197 shares underlying the Preferred Stock, 198,908 shares
underlying the A Debentures and 401,190 shares underlying the B
Debentures. Also includes 88,429 shares directors and executive
5
<PAGE>
officers are entitled to acquire within 60 days upon the exercise of
options, as well as 39,039 shares of restricted stock issued to, and 95,162
shares allocated to the Plan accounts of, directors and executive officers.
Also includes 2,750 shares held in FCC's Savings and Investment Plan, 8,006
shares held by FCC's Pension Plan and 377,214 shares held by the trust
departments of the subsidiary banks of FCC as fiduciaries (including shares
that may be acquired upon conversion of Preferred Stock, A Debentures and B
Debentures). Also includes 970,322 shares held of record by the trustee of
the Plans (in addition to those shares held on behalf of directors and
executive officers) that are voted by the trustee in accordance with the
instructions of the Plan's participants.
(19) Includes 3,100 shares of Preferred Stock held by the trust departments of
subsidiary banks of FCC as fiduciaries.
(20) Includes $5,815,440 principal amount of A Debentures held by the trust
departments of subsidiary banks of FCC as fiduciaries.
(21) Includes $1,908,000 principal amount of B Debentures held by the trust
departments of subsidiary banks of FCC as fiduciaries.
---------------
6
<PAGE>
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
SUMMARY OF EXECUTIVE COMPENSATION
The following table summarizes, for each of the three years in the three year
period ended December 31, 1994, the compensation of FCC's Chief Executive
Officer and each of the four most highly compensated executive officers of FCC
in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION LONG-TERM COMPENSATION COMPENSATION
----------------------------- -------------------------------- ------------
NO. OF
SHARES
TOTAL CASH RESTRICTED UNDERLYING
NAME AND PRINCIPAL (SALARY STOCK OPTIONS/ LTIP
POSITION YEAR SALARY(1) BONUS AND BONUS) AWARDS(2) SARS(3) PAYOUTS(4) OTHER(5)
------------------ ---- --------- -------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ian Arnof............... 1994 $525,000 $136,500 $661,500 $68,448 27,445 $ 0 $13,594
President and Chief
Executive 1993 516,667 210,000 726,667 222,498 0 425,316 12,917
Officer of FCC 1992 471,347 190,000 661,347 0 9,375 234,124 11,786
Howard C. Gaines........ 1994 272,000 104,808 376,808 16,748 6,792 $ 0 6,867
Chairman of First
National Bank 1993 270,450 81,600 352,050 116,353 0 242,255 6,673
of Commerce ("FNBC") 1992 262,077 78,810 340,887 0 5,340 92,813 6,553
Michael A. Flick........ 1994 290,000 58,435 348,435 13,860 5,592 $ 0 7,375
Executive Vice
President, Chief 1993 288,250 87,000 375,250 124,729 0 253,009 7,195
Administrative Officer
and 1992 280,797 83,850 364,647 0 5,696 128,318 6,984
Secretary of FCC
Joseph V. Wilson III.... 1994 270,000 70,200 340,200 23,072 9,496 $ 0 6,844
Senior Executive Vice
President 1993 267,833 108,000 375,833 113,505 0 183,061 6,747
of FCC 1992 253,980 77,100 331,080 0 4,462 87,649 6,506
Ashton J. Ryan, Jr...... 1994 255,000 66,300 321,300 23,072 9,496 $ 0 6,406
Senior Executive Vice
President 1993 252,633 102,000 354,633 105,383 0 376,875 6,356
of FCC and President and
Chief 1992 239,247 72,240 311,487 0 4,627 0 6,205
Executive Officer of
FNBC
</TABLE>
- --------
(1) Base salary levels were not increased in 1994 from 1993 levels. Total
salary reported for 1993 reflects two months of salary at 1992 levels and
ten months at 1993 levels.
(2) Reflects the number of shares of restricted stock awarded multiplied by the
closing market price of FCC Common Stock on the date of grant. As of
December 31, 1994, the Named Executive Officers held the following
aggregate number of shares of restricted stock with the following year-end
values (calculated by multiplying the number of shares of restricted stock
by the closing market price of FCC Common Stock on December 30, 1994): Mr.
Arnof, 10,379 shares ($228,338); Mr. Gaines, 4,735 shares ($104,170); Mr.
Flick, 4,927 shares ($108,394); Mr. Wilson, 4,864 shares ($107,008); and
Mr. Ryan, 4,576 shares ($100,672). As of December 31, 1994, the Named
Executive Officers also had the right to earn the following aggregate
number of performance shares with the following year-end values (calculated
by multiplying the number of performance shares by the closing market price
of FCC Common Stock on December 30, 1994): Mr. Arnof, 1,244 shares
($27,368); Mr. Gaines, 304 shares ($6,688); Mr. Flick, 252 shares ($5,544);
Mr. Wilson, 419 shares ($9,218); and Mr. Ryan, 419 shares ($9,218). Holders
of restricted stock receive dividends paid on the stock but no dividends
are paid with respect to the performance shares. The restricted stock will
vest and the performance shares will be earned three years from the date of
grant provided specific performance goals are achieved and the Named
Executive Officer remains employed by FCC. Restrictions on the shares of
restricted stock would lapse and the performance shares would be earned
within the three year period upon (i) a reorganization, merger or
consolidation of FCC in which the beneficial owners of FCC's voting
securities prior to such transaction do not own more than 80% of the voting
securities of the surviving entity, (ii) a complete liquidation or
7
<PAGE>
dissolution of FCC, (iii) the sale of all or substantially all of the assets
of FCC, (iv) the replacement of a majority of FCC's Board within any two
year period by directors not approved by the Board or (v) a person or group
of persons, other than any employee benefit plan of FCC, becoming the
beneficial owner of securities representing 40% or more of FCC's total
voting power (a "Significant Transaction"). For additional information
regarding the restricted stock and performance shares granted in 1994, see
"1994 Long Term Incentive Plan Awards."
(3) For additional information regarding options and stock appreciation rights
granted in 1994, see "1994 Stock Option and Stock Appreciation Right
Grants," and for information regarding current holdings of options and
stock appreciation rights, see "Option and Stock Appreciation Right
Holdings."
(4) Amounts reported for 1993 reflect the value on December 31, 1993, the date
restrictions lapsed with respect to shares of restricted stock granted in
1991. These shares were earned over a three-year performance period based
on cumulative earnings per share targets. All of the shares originally
granted vested on December 31, 1993. Amounts reported for 1992 relate to
grants of restricted stock in 1989, 55% of which were earned based on
cumulative earnings per share targets.
(5) Consists of amounts contributed by FCC on behalf of the Named Executive
Officer pursuant to FCC's Tax-Deferred Savings Plan and the Supplemental
Tax-Deferred Savings Plan.
----------------
1994 STOCK OPTION AND STOCK APPRECIATION RIGHT GRANTS
The following table contains information concerning the grant of stock
options and stock appreciation rights ("SARs") to the Named Executive Officers
during 1994:
1994 STOCK OPTION AND SAR GRANTS
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK
NO. OF % OF TOTAL PRICE
SHARES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION/SAR TERM
OPTIONS/SARS EMPLOYEES EXERCISE OR -----------------
NAME GRANTED(1) IN 1994 BASE PRICE EXPIRATION DATE 5% 10%
---- ------------ ------------ ----------- ----------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ian Arnof............... 27,805 8.69% $27.50 February 22, 2002 $365,080 $874,467
Howard C. Gaines........ 6,792 2.12 27.50 February 22, 2002 89,179 213,608
Michael A. Flick........ 5,592 1.75 27.50 February 22, 2002 73,423 175,868
Joseph V. Wilson III.... 9,496 2.97 27.50 February 22, 2002 124,682 298,649
Ashton J. Ryan, Jr...... 9,496 2.97 27.50 February 22, 2002 124,682 298,649
</TABLE>
- --------
(1) The breakdown of the number of shares underlying options and SARs awarded
to the Named Executive Officers is as follows: 6,951 options and 20,854
SARs to Mr. Arnof; 1,698 options and 5,094 SARs to Mr. Gaines; 1,398
options and 4,194 SARs to Mr. Flick; 2,374 options and 7,122 SARs to Mr.
Wilson; and 2,374 options and 7,122 SARs to Mr. Ryan. The options and SARs
are separate and not in tandem, and the exercise or base price represents
the fair market value of FCC Common Stock on the date of grant. The options
entitle the holder to purchase shares of FCC Common Stock at the exercise
price per share and the SARs entitle the holder thereof to receive cash in
an amount equal to the appreciation of FCC Common Stock from the date of
grant until the date of exercise. The options and SARs are not exercisable
for one year from the date of grant and become exercisable thereafter in
25% increments each year, unless the Compensation Committee, in its
discretion, elects to accelerate the exercisability. In addition, all
outstanding options and SARs will become immediately exercisable upon the
occurrence of a Significant Transaction. All options and SARs expire eight
years from the date of grant.
8
<PAGE>
1994 LONG TERM INCENTIVE PLAN AWARDS
The following table contains information concerning the grant of restricted
stock and performance shares under FCC's 1992 Stock Incentive Plan to the Named
Executive Officers during 1994:
1994 LONG TERM INCENTIVE PLAN AWARDS
<TABLE>
<CAPTION>
NUMBER OF SHARES,
UNITS OR OTHER RIGHTS
GRANTED(1) ESTIMATED FUTURE PAYOUTS
---------------------- --------------------------------------
NO. OF
SHARES OF NO. OF
RESTRICTED PERFORMANCE PERFORMANCE
NAME STOCK SHARES PERIOD THRESHOLD TARGET MAXIMUM
---- ---------- ----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ian Arnof............... 2,489 1,244 3 years 1,244 shares 2,489 shares 3,733 shares
Howard C. Gaines........ 609 304 3 years 304 shares 609 shares 913 shares
Michael A. Flick........ 504 252 3 years 252 shares 504 shares 756 shares
Joseph V. Wilson III.... 839 419 3 years 419 shares 839 shares 1,258 shares
Ashton J. Ryan, Jr...... 839 419 3 years 419 shares 839 shares 1,258 shares
</TABLE>
- --------
(1) No shares of restricted stock will vest and no performance shares will be
earned, except in the case of death, unless (i) the individual remains
employed by FCC through December 31, 1996, (ii) FCC's average annual return
on equity for the three-year period ending December 31, 1996 (the
"Measurement Period") is 10% or higher, and (iii) cumulative core earnings
per share for the Measurement Period are at least equal to those of the
prior three-year period. Core earnings per share are based on net income
adjusted for provisions for loan losses, securities transactions, non
performing assets expense and other special one time material items. The
restricted stock granted may vest, in whole or in part, three years from
the date of grant based on FCC's return on equity for the Measurement
Period relative to the return on equity of companies included in a peer
group established by Keefe, Bruyette & Woods, Inc. of other banks and bank
holding companies with total assets from $5 billion to $10 billion (the
"KBW Peer Group"). The performance shares will be earned only if FCC's
return on equity ranks in the top 10% of the KBW Peer Group. Holders of
restricted stock receive dividends paid on the stock but no dividends are
paid on the performance shares. Restrictions on the shares of restricted
stock would lapse and the performance shares would be earned within the
three year period upon the occurrence of a Significant Transaction or on a
pro rata basis in the event of death. For further information regarding the
restricted stock and performance shares, see "Compensation Committee's
Report on Executive Compensation--Stock Incentive Program." As of December
31, 1994, the aggregate value of the 1994 restricted stock and performance
share grants for each Named Executive Officer (calculated by multiplying
the number of shares of restricted stock by the closing market price of FCC
Common Stock on December 30, 1994) was $82,126, $20,086, $16,632, $27,676
and $27,676, and respectively.
OPTION AND STOCK APPRECIATION RIGHT HOLDINGS
The following table sets forth information with respect to unexercised
options and SARs held by the Named Executive Officers as of December 31, 1994:
OPTION/SAR VALUES AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS/SARS AT THE-MONEY OPTIONS/SARS AT
DECEMBER 31, 1994(1) DECEMBER 31, 1994(2)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ian Arnof................... 20,544 32,492 $168,230 $4,375
Howard C. Gaines............ 3,531 9,462 23,941 2,492
Michael A. Flick............ 12,491 8,439 102,305 2,658
Joseph V. Wilson III........ 5,550 11,726 36,365 2,081
Ashton J. Ryan, Jr.......... 2,315 11,808 2,161 2,158
</TABLE>
9
<PAGE>
- --------
(1) All options and SARs were awarded at the fair market value of the shares of
FCC Common Stock on the date of grant. All options and SARs are not
exercisable for one year from the date of grant and become exercisable
thereafter in 25% increments each year unless the Compensation Committee,
in its discretion, elects to accelerate the exercisability. In addition,
all outstanding options and SARs will become immediately exercisable upon
the occurrence of a Significant Transaction. All options and SARs expire
eight years from the date of grant.
(2) Reflects the difference between the closing market price of FCC Common
Stock on December 30, 1994 and the exercise or base price of the options
and SARs. The following table shows, for exercisable options and SARs, the
value attributed to options and SARs outstanding for the number of years
indicated:
<TABLE>
<CAPTION>
VALUE YEARS
-------- -----
<S> <C> <C>
Mr. Arnof.................................................. $163,855 5
4,375 3
Mr. Gaines................................................. 21,449 5
2,492 3
Mr. Flick.................................................. 99,646 5
2,659 3
Mr. Wilson................................................. 34,281 5
2,084 3
Mr. Ryan................................................... 2,161 3
</TABLE>
PENSION PLANS
FCC has a qualified defined-benefit plan (the "Retirement Plan") and a
nonqualified Benefits Restoration Plan (the "Restoration Plan"), pursuant to
which each participant, including each Named Executive Officer, who has
completed at least five years of service is entitled to receive a monthly
payment after retirement commencing no earlier than age 55. The following table
sets forth the aggregate annual retirement benefits that a participant with the
indicated years of service and compensation level may expect to receive under
the Retirement Plan and the Restoration Plan assuming retirement at age 65.
Annual retirement benefits beginning prior to age 65 would be reduced.
PENSION PLANS TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------
COMPENSATION 15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS.
------------ ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
$200,000......................... $46,973 $62,630 $78,288 $93,946 $109,603
$225,000......................... 53,160 70,880 88,601 106,321 124,041
$250,000......................... 59,348 79,130 98,913 118,696 138,478
$300,000......................... 71,723 95,630 119,538 143,446 167,353
$350,000......................... 84,098 112,630 140,163 168,196 196,228
$400,000......................... 96,473 128,630 160,788 192,946 225,103
$450,000......................... 108,848 145,130 181,413 217,696 253,978
$500,000......................... 121,223 161,630 202,038 242,446 282,853
$550,000......................... 133,598 178,130 222,663 267,196 311,728
$600,000......................... 145,973 194,630 243,288 291,946 340,603
$650,000......................... 158,348 211,130 263,913 316,696 369,478
$700,000......................... 170,723 227,630 284,538 341,446 398,353
</TABLE>
The above table reflects the aggregate benefits payable under the Retirement
Plan and the Restoration Plan assuming such benefits will be paid in the form
of a monthly annuity for the life of the participant.
10
<PAGE>
The amount of a participant's monthly payment under the Retirement Plan is
equal to (i) 1% of the participant's average monthly compensation over the
participant's final 120 months of employment, multiplied by the number of years
of service, plus (ii) .65% of the participant's average monthly compensation
over the participant's final 120 months of employment in excess of Social
Security covered compensation, multiplied by the number of years of service up
to a maximum of 35 years. Federal law now prevents certain employees, including
the Named Executive Officers, from receiving the full benefit of this formula
under the Retirement Plan because both the amount of the annual benefit and the
amount of compensation on which the annual benefit is based cannot exceed
certain limits. Nonqualified plans, however, are not subject to such limits.
Accordingly, in order to assure full benefits to employees, FCC adopted the
Restoration Plan in 1994. The benefit under the Restoration Plan is equal to
the difference between the benefit actually payable under the Retirement Plan
and the hypothetical benefit that would be payable under the Retirement Plan if
no limits existed.
Under the Retirement Plan and the Restoration Plan, the number of credited
years of service as of December 31, 1994, was 16, 6, 24, 19 and 3 years for
Messrs. Arnof, Gaines, Flick, Wilson and Ryan, respectively, and the
compensation on which benefits would be calculated for 1992 through 1994 for
each Named Executive Officer is reported under the "Salary" column in the
Summary Compensation Table appearing elsewhere herein.
COMPENSATION COMMITTEES INTERLOCKS AND INSIDER PARTICIPATION
The current members of FCC's Compensation Committee are Mrs. Davis and
Messrs. Eustis, Johnsen, Steward and Storey. During 1994, Mr. Besthoff also
served on the Compensation Committee until May 1994. No executive officer of
FCC served in 1994 as a director, or member of the compensation committee, of
another entity one of whose executive officers served as a director, or on the
Compensation Committee, of FCC.
Members of the Compensation Committee and their associates have been
customers of, and have had loan transactions with, subsidiary banks of FCC in
the ordinary course of business, and such transactions are expected to continue
in the future. In the opinion of FCC's management, such transactions have been
on substantially the same terms, including interest rates and collateral on
loans, as those prevailing at the time for comparable transactions with other
persons and did not involve more than the normal risk of collectibility or
present other unfavorable features.
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee oversees all compensation arrangements for
executive officers. The Committee is composed of five Board members who are not
employees of FCC. Mr. Besthoff also served on the Committee until May 1994 and
participated in compensation decisions through that time. The Committee retains
outside consultants to assist them in obtaining relevant information on
compensation practices generally and with respect to comparable organizations,
and in determining whether FCC's compensation programs are consistent with the
Committee's compensation philosophy and objectives.
The executive compensation programs of FCC are designed to (1) provide a
competitive total compensation package that enables FCC to hire, develop,
reward and retain key executives, (2) link executive performance to the
Corporation's annual, intermediate-term and long-term business objectives and
strategy and (3) provide variable total reward opportunities that are directly
tied to increases in stockholder returns. These objectives are generally sought
to be met with base salaries that are within competitive ranges of similar
institutions, annual incentive bonuses keyed primarily to annual increases in
earnings per share and a mix of stock award programs that are focused on
superior performance in return on equity as compared to peers, increases in
cumulative core earnings per share over a three year period, and increases in
stock values over a
11
<PAGE>
longer term. The Committee has incorporated long-term and short-term rewards
into the compensation program so that no executive is rewarded for achieving a
single financial target to the detriment of total stockholder returns.
Competitive data used to analyze total compensation is drawn from a group of
thirteen banks referred to as the "comparator group" in this report, from which
a substantial number of management employees were recruited during the past two
years. Some of the members of the comparator group are also included in the
industry indices used in the performance graphs in this Proxy Statement.
Base Salary and Annual Incentive Compensation
General. The Compensation Committee reviews and approves the methodology for
determining base salaries and annual incentive bonuses of executive officers,
and determines the base salary and annual incentive bonus of the Chief
Executive Officer and any executive officer whose base salary and bonus would
exceed 80% of the base salary and bonus of the Chief Executive Officer. The
Chief Executive Officer determines the amounts of the base salary and annual
incentive bonus of each other officer, and the Compensation Committee reviews
his determinations and the evaluations on which those determinations are based.
Base Pay. The Committee establishes salary ranges for each executive officer
position based on salary data of the comparator group. For the purpose of
attracting and retaining superior management employees, executive base salary
levels are intended to be slightly above average levels of the comparator
group. Actual base salaries paid during 1994 to the Named Executive Officers,
including Mr. Arnof, were slightly above average salary levels in the
comparator group, but total cash compensation paid to these persons was
significantly below the average of the comparator group. Individual base pay is
determined within the established ranges on the basis of FCC's performance as
well as individual performance evaluations conducted by the Chief Executive
Officer and reviewed by the Compensation Committee. The Compensation Committee
evaluates the performance of the Chief Executive Officer and determines his
base salary. The performance evaluations generally consider financial
performance and subjective factors indicative of the executive's organizational
skills and adherence to overall corporate policies and goals.
To set the precise level of each executive officer's base salary within the
established ranges, the Chief Executive Officer uses an evaluation that
includes financial performance measures such as return on assets, credit
quality, cost control and other measures such as teamwork, organizational
skills and adherence to overall corporate policies and goals. Each quantitative
and qualitative measure is weighted by the Chief Executive Officer depending on
the executive officer's position and the measure's impact on overall corporate
goals.
While the Corporation achieved record earnings in 1993, no executive officer
received an increase in base salary for 1994. Instead, stock incentive programs
were expanded in order to emphasize the alignment of 1994 executive officers'
pay with stockholder value creation.
Annual Cash Incentive Compensation. Each year an executive may earn an
incentive cash bonus from zero up to a target percentage of his base salary
specified by the Committee. The Committee may approve awards above the target
contingent on company performance above the approved business plan for the
year. The exact amount of the potential bonus is dependent on a comparison of
the Corporation's earnings per share for the year to an earnings per share
target approved by the Board. This target is based on the Corporation's annual
business plan and is considered by the Board to be confidential. The amount of
the potential cash incentive bonus, when added to base salary, provides total
compensation that is generally not at levels in excess of the average of the
comparator group. Once the potential bonus amount is established, the actual
annual bonus award is determined by the Compensation Committee in the case of
the Chief Executive Officer and by the Chief Executive Officer in the case of
other executive officers, after consideration of each officer's individual
performance for the year. As mentioned above, the base salaries plus the annual
incentive bonuses paid to the named executive officers for 1994 were
significantly below the average for the comparator group. While 1994 was
profitable, corporate performance was not as favorable as the previous
12
<PAGE>
two record earnings years. Consequently, total annual incentive bonuses were
less than in 1992 and 1993. Mr. Arnof's bonus for 1994 was paid under the CEO
Sharemax Plan as described below under "Compensation for the President and
Chief Executive Officer."
Stock Incentive Program
The purpose of the stock incentive program is to link management to
stockholders by focusing on intermediate and long-term results and at the same
time maximizing stockholder returns. In 1994, the Committee sought to
accomplish these objectives with a combination of grants of stock options,
stock appreciation rights ("SARs"), and awards of performance-based restricted
stock and performance shares. Stock options and SARs have value to the employee
only if there is an increase in FCC's stock price, thereby resulting in a
corresponding increase in value to stockholders. Any restricted stock or
performance shares granted will vest, if at all, only if pre-established
performance goals are achieved.
Stock option grants are made at 100% of the market value of the stock on the
date of the award and the stock options become exercisable 25% per year
beginning one year after the award. The size of awards are determined based on
an analysis of the comparator group supplied by the Committee's outside
consultants and the executive officer's performance during the prior year.
FCC's options and SARs expire eight years after the date of grant, while
comparator group options and SARs typically have a ten year life.
Historically, most of the companies in the comparator group grant restricted
stock with the only restriction being continued employment. The Compensation
Committee's position is to only grant performance-based restricted stock.
Grants of restricted stock may vest and performance shares may be earned
after three years if performance goals are met or exceeded. Threshold
requirements of continued employment (except in the case of death), 10% average
annual return on equity for the three year period and cumulative core earnings
per share for the three-year period at least equal to those of the prior three-
year period must be met. If the threshold requirements are met, the awards will
be earned or forfeited based on the Corporation's return on equity for the
three-year period ending December 31, 1996 relative to the return on equity of
the banks and bank holding companies included in a peer group established by
Keefe, Bruyette and Woods, Inc. of approximately 25 companies with total assets
of between $5 billion and $10 billion (the "KBW Peer Group"). The Corporation
must be in the top 25th percentile of the KBW Peer Group for 100% vesting of
the restricted stock and in the top 10th percentile for vesting of the
performance shares. No performance shares will be earned unless the
Corporation's return on equity ranks in the top 10th percentile. The shares of
restricted stock will vest and the performance shares will be earned as follows
assuming all other conditions to vesting are met:
<TABLE>
<CAPTION>
THE CORPORATION'S POSITION
IN THE KBW PEER GROUP EFFECT ON AWARD
-------------------------- -----------------------------
<S> <C>
Top 10% All performance shares earned
Top 25% All restricted stock vests
Between the top 25% and the top 50%
(above the median) 80% of restricted stock vests
At the median 50% of restricted stock vests
Bottom 50% (below the median) 0% of restricted stock vests
</TABLE>
Any shares of restricted stock that do not vest and all performance shares
that are not earned will be forfeited.
Position Regarding Compliance with Section 162(m) of the Internal Revenue
Code. Section 162(m) of the Internal Revenue Code of 1986, as amended, limits
the deduction allowable to the Corporation for compensation paid to the Chief
Executive Officer and each of the four other most highly compensated executive
officers in any year to $1 million. Qualified performance-based compensation is
excluded from this
13
<PAGE>
deduction limitation if certain requirements are met. No executive officer of
FCC reached the deductibility cap in 1994. It is the intent of the Compensation
Committee that all stock incentive compensation qualify for the performance-
based compensation exclusion. At the 1994 annual meeting, the required
stockholder approval was obtained in order that grants of stock incentive
compensation will qualify as performance-based compensation under Section
162(m). The Compensation Committee intends that all future stock incentive
awards will meet the requirements of the performance-based compensation
exclusion from the $1 million cap.
Compensation for the President and Chief Executive Officer
The Committee has made the following determinations regarding the 1994
compensation of Mr. Arnof:
Base salary was not increased in 1994 over 1993. An annual incentive
bonus of $136,500 was paid to Mr. Arnof representing 22% of his maximum
potential award. The amount of the award was based on the Corporation's
performance under the business criteria provided in the CEO ShareMax plan
approved by the stockholders at last year's annual meeting and applied by
the Committee. Threshold levels of return on equity and return on assets
were achieved. The return on equity and return on assets thresholds were
intended to be adjusted for extraordinary transactions during 1994 and were
adjusted for securities losses and one time expenses associated with an
acquisition transaction. The amount of the bonus was determined based on an
earnings per share measure that considered levels of loan volume, deposit
volume, net interest margin, fee income, charge-offs and pre-tax income
divided by salaries and benefits.
Mr. Arnof was granted 2,489 shares of performance-based restricted stock
and 1,244 performance shares. At the time of grant, the shares of
restricted stock had a fair market value of $27.50 per share. Mr. Arnof
also received grants of stock options for up to 6,951 shares and stock
appreciation rights relating to 20,854 shares. Mr. Arnof's restricted
stock, performance shares, stock options and stock appreciation rights were
granted on the same terms as those granted to other officers and described
in this report under "Stock Incentive Program." The size of these award
grants was determined by the Committee based upon a competitive analysis of
the comparator group and recommendations of the Committee's outside
consultant.
THE COMPENSATION COMMITTEE
Frances B. Davis Laurance Eustis, Jr. H. Leighton Steward
Erik F. Johnsen (Chairman) Joseph B. Storey
14
<PAGE>
PERFORMANCE GRAPHS
The graphs below compare the cumulative total stockholder return on FCC
Common Stock for the last five years with the cumulative total return on the
S&P 500 Index and the S&P Major Regional Banks Index, in the first graph, and
on the KBW 50 Total Return Index, in the second graph, in each case assuming
the investment of $100 on January 1, 1990 at closing prices on December 31,
1989 and reinvestment of dividends. The S&P Major Regional Banks Index consists
of fifteen banks and is currently published in Barron's. The KBW 50 Index is
prepared by Keefe, Bruyette & Woods, Inc., consists of 50 banks and is
available by contacting Keefe, Bruyette & Woods, Inc. directly.
[Two performance graphs appear here]
15
<PAGE>
<TABLE>
<CAPTION>
TOTAL RETURN FOR THE YEAR
-----------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
FCC......................................... 100 65 157 240 243 222
S&P 500..................................... 100 97 126 136 150 152
S&P MRI..................................... 100 71 128 163 172 163
KBW 50...................................... 100 72 114 145 153 145
</TABLE>
----------------
CERTAIN OTHER TRANSACTIONS
Directors, nominees and executive officers of FCC and their associates have
been customers of, and have had loan transactions with, subsidiary banks of FCC
in the ordinary course of business, and such transactions are expected to
continue in the future. In the opinion of FCC's management, such transactions,
which at December 31, 1994, amounted to an aggregate of 22% of FCC's
stockholders' equity, have been on substantially the same terms, including
interest rates and collateral on loans, as those prevailing at the time for
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
During 1994, FCC and its subsidiaries paid $398,963 in premiums on disability
and life insurance policies issued by Pan-American Life Insurance Company
covering FCC's employees. In addition, FNBC leases branch space in a building
owned by Pan-American Life Insurance Company. Total rent paid under this lease
in 1994 was $126,714. Mr. G. Frank Purvis, Jr., a director of FCC, is Chairman
of the Board of Pan-American Life Insurance Company.
Section 16(a) of the Securities Exchange Act of 1934 requires FCC's directors
and executive officers to file with the SEC reports of ownership and changes in
ownership of equity securities of FCC. During 1994, R. Jeffrey Brooks, an
executive officer of FCC, was late in filing his Annual Statement of Beneficial
Ownership of Securities for 1993.
PROPOSAL TO APPROVE THE AMENDED AND RESTATED
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
GENERAL
In 1988, the Board adopted the Supplemental Tax-Deferred Savings Plan (the
"Prior Plan") to supplement FCC's Tax-Deferred Savings Plan (the "Savings
Plan"), a 401(k) Plan under the Internal Revenue Code of 1986, as amended (the
"Code"). The Prior Plan was approved by the stockholders at FCC's 1992 annual
meeting. The Board has amended the Prior Plan in a number of respects and the
amended and restated Supplemental Tax-Deferred Savings Plan (the "Supplemental
Plan") will be presented to the stockholders for approval at the Meeting (the
"Proposal").
Under the terms of the Savings Plan, a participant can elect to defer a
portion of his annual base compensation and have that amount contributed to the
trust created in connection with the Savings Plan. FCC or the subsidiary that
employs the participant (the "Employer") makes a matching contribution equal to
50% of the first 5% of base compensation that the participant elects to defer
under the Savings Plan.
With respect to the Savings Plan, the Code imposes limits that prohibit
participants with annual base compensation over $150,000 from contributing the
full 5% of their annual base compensation; therefore, such persons cannot fully
benefit from the Employer's 50% matching contribution. The purpose of the
Supplemental Plan is to allow highly compensated employees to contribute an
aggregate of at least 5% of base compensation to the Savings Plan and the
Supplemental Plan and to have 50% of a full 5% of base compensation matched by
the Employer.
All Employer contributions to the Supplemental Plan are deemed to be invested
in FCC Common Stock and any employee deferrals so designated by the participant
are deemed to be invested in FCC Common
16
<PAGE>
Stock. FCC has set up a trust (the "Trust") to fund its obligation to pay
benefits under the Supplemental Plan and intends to direct the trustee of the
Trust to invest a portion of the Trust assets in shares of FCC Common Stock.
See "Description of the Supplemented Plan--Funding of the Supplemental Plan
Trust." Any amounts contributed to the Supplemental Plan and deemed invested in
FCC Common Stock will be distributed to participants in shares of FCC Common
Stock upon termination of employment.
A total of 12 employees are expected to be eligible to participate in the
Supplemental Plan in 1995.
PURPOSE OF SUBMITTING THE PROPOSAL FOR STOCKHOLDER APPROVAL
Section 16 of the Securities Exchange Act of 1934 ("Section 16") requires
that executive officers, directors and beneficial owners of more than 10% of
the Common Stock ("Insiders") file reports with the Securities and Exchange
Commission that reflect acquisitions or dispositions of equity securities of
FCC owned by them. Section 16 also provides that any profit resulting from a
purchase and sale or sale and purchase of FCC Common Stock by an Insider within
a period of less than six months must be remitted to FCC. All participants will
acquire shares of Common Stock through the Supplemental Plan. Unless an
exemption from Section 16 is available, an acquisition of Common Stock through
the Supplemental Plan could be treated as a purchase and result in liability to
an Insider if the Insider sold Common Stock at any time while a participant in
the Supplemental Plan.
Acquisitions of shares of Common Stock through the Supplemental Plan will be
exempt from Section 16 liability if the requirements of Rule 16b-3 under the
Securities Exchange Act of 1934 are met. One of the requirements of Rule 16b-3
is that the Supplemental Plan and any material amendment be approved by the
stockholders of FCC. Unless the Supplemental Plan is approved by the
stockholders, a participant in the Supplemental Plan who is also an Insider
could be subject to Section 16(b) liability if he or she ever sold Common Stock
while a participant.
DESCRIPTION OF THE SUPPLEMENTAL PLAN
Eligibility and Employee Deferrals. The Code currently limits to $150,000 the
amount of base compensation that may be taken into account under the Savings
Plan. Accordingly, participation in the Supplemental Plan is available to any
participant in the Savings Plan whose base compensation for the prior year was
$150,000 or more. Under the Prior Plan, higher compensation was required for
eligibility. A participant became eligible to participate in the Prior Plan
when the employee had deferred the maximum amount permitted by the Code to be
deferred under the Savings Plan, which was originally $7,000 per year and, with
annual increases, reached $8,994 in 1993. The change in eligibility criteria
between the Prior Plan and the Supplemental Plan is a result of changes in the
Code.
An eligible employee must elect to participate in the Supplemental Plan prior
to the beginning of each year by signing a deferral agreement. A participant
may elect to defer any percentage of his base compensation in the pay periods
affected by the election, provided that the aggregate of such deferrals may not
at any time during the calendar year exceed 10% of his base compensation during
the period of participation in the Supplemental Plan for that year. A deferral
election may be revoked at any time, but, if revoked, participation may not be
resumed until the following year. A participant may also elect to defer up to
100% of any cash bonus by signing a deferral agreement before the beginning of
the year. A bonus deferral election is irrevocable except in the case of severe
financial hardship or termination of employment prior to payment of the bonus.
Under the Prior Plan, employee deferrals of cash bonuses were not permitted. A
participant's level of contribution may be modified quarterly.
Employer Matching Contributions. For each pay period in which a participant's
election under the Supplemental Plan is in effect, the participant's Employer
will contribute to the Supplemental Plan on behalf of the participant an amount
equal to 50% of the first 5% of the participant's base compensation for that
pay period contributed to the Supplemental Plan as employee deferrals. No
Employer matching contributions will be made with respect to employee deferrals
of bonuses.
17
<PAGE>
Employer matching contributions under the Supplemental Plan for the last
three years are reflected in the Summary Compensation Table under "Other
Compensation."
Investment of Contributions. Benefits under the Supplemental Plan are based
on the amount of contributions plus the earnings of the investment funds in
which the contributions are deemed to be invested. A participant's employee
deferrals are deemed to be invested, as designated by the participant, in one
or more of the investment funds then available under the Savings Plan.
Currently nine investment funds, including an FCC Common Stock fund, are
offered through the Savings Plan. Under the Prior Plan, the FCC Common Stock
fund and a certificate of deposit fund were the only investment choices. All
Employer matching contributions are deemed to be invested in FCC Common Stock.
An account will be maintained for each participant to which will be credited
employee deferrals and Employer matching contributions and the earnings and
losses on the investment funds designated by the participant as if
contributions were actually invested in the investment funds selected. There is
no requirement that contributions actually be invested consistent with the
deemed investment.
Subject to restrictions that are imposed upon Insiders under Section 16,
participants may modify investment elections as of the end of each quarter or,
after July 1, 1995, daily.
Funding of the Supplemental Plan Trust. All employee deferrals and Employer
matching contributions remain assets of the Employers until such time as the
benefits are paid to participants. FCC has set up a Trust, the assets of which
are required to be used exclusively for the payment of benefits under the
Supplemental Plan, except that such assets are available to the general
creditors of the Employers in the event of the insolvency or bankruptcy of an
Employer. Employers are not required to make contributions to the Trust.
However, it has been the practice of FCC and the other Employers to deliver all
plan contributions to the Trust as they are made and to instruct the trustee to
invest Employer matching contributions in Common Stock and employee deferrals
in the same investment funds as designated by the participants.
Insolvency or Bankruptcy of an Employer. Participants in the Supplemental
Plan and their beneficiaries have no secured interest or special claim to the
assets of the Trust. The assets of the Trust are subject to the payment of
claims of general creditors of the Employers upon the insolvency or bankruptcy
of an Employer. If an Employer is unable to pay its debts as they mature or is
subject to a proceeding under the United States Bankruptcy Code, the trustee is
required to suspend payments from the Trust to participants and their
beneficiaries. Because an employee's rights under the Supplemental Plan do not
depend upon the assets held in the Trust, payment of Trust assets to an
Employer's creditors does not reduce the Employer's liability under the
Supplemental Plan, but could improve the Employer's ability to satisfy those
liabilities.
Vesting and Withdrawals. Subject to the rights of creditors of Employers
described above under "Insolvency or Bankruptcy of an Employer," the interest
of a participant in his or her employee deferrals and earnings thereon will be
fully vested and non-forfeitable at all times, and the interest of a
participant in Employer matching contributions and earnings thereon will vest
on the same schedule as Employer matching contributions under the Savings Plan,
currently 25% for each year of service, or 100% upon death, attainment of age
65, or disability.
Amounts held in participant accounts may not be withdrawn prior to
termination of employment.
Distributions. Upon termination of employment, the vested balance in a
participant's accounts maintained through the Supplemental Plan will be
distributed to the participant or his beneficiary in the form of Common Stock
to the extent the participant's accounts were deemed invested in Common Stock
and in cash to the extent that the participant's accounts were deemed invested
in other investment funds. Any unvested balance is forfeited. Distributions
will be made in one lump sum as soon as administratively convenient after
termination of employment.
Administration. FCC's Director of Human Resources serves as administrator of
the Supplemental Plan and has the power to make all decisions in connection
with its administration, including decisions concerning
18
<PAGE>
eligibility, amounts of contributions and payment of benefits. All fees or
expenses related to the Supplemental Plan are paid by FCC.
Amendment and Termination. The Board may amend the Supplemental Plan and may
discontinue contributions thereunder. No amendment, however, may reduce a
participant's balance in or reduce the vested percentage of Supplemental Plan
accounts. In addition, stockholder approval of certain amendments may be
required in order that the exemption provided by Rule 16b-3 under the
Securities Exchange Act of 1934 will be available.
FEDERAL INCOME TAX CONSEQUENCES
The Supplemental Plan is designed to prevent participants from being taxed on
amounts contributed to the Supplemental Plan until such amounts are actually
distributed to the participants. FCC has not, however, received a ruling
confirming that the contributions to the Supplemental Plan do not result in
immediate recognition of taxable income to the participants. Benefits paid to
participants or their beneficiaries will be taxable in full as ordinary income
upon receipt of such benefits.
It is expected that income received by the trustee from the investment of
Trust assets will be taxable to FCC. FCC cannot deduct Employer contributions
but can deduct the total amount of benefits paid under the Supplemental Plan to
participants or their beneficiaries.
VOTE REQUIRED
Approval of the Proposal requires the affirmative vote, cast in person or by
proxy, of the holders of at least a majority of the shares of Common Stock
present and entitled to vote at the Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT FCC'S STOCKHOLDERS VOTE FOR THE
PROPOSAL.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
FCC's consolidated financial statements for the year ended December 31, 1994
were audited by the firm of Arthur Andersen LLP. Under the resolution
appointing Arthur Andersen LLP to audit FCC's financial statements, such firm
will remain as FCC's auditors until replaced by the Board. Representatives of
Arthur Andersen LLP are expected to be present at the Meeting, with the
opportunity to make any statement they desire at that time, and will be
available to respond to appropriate questions.
OTHER MATTERS
QUORUM AND VOTING OF PROXIES
The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock is necessary to constitute a quorum. Stockholders voting, or
abstaining from voting, by proxy on any issue will be counted as present for
purposes of constituting a quorum. If a quorum is present, the election of
directors is determined by plurality vote and the affirmative vote of a
majority of the shares present or represented by proxy and entitled to vote is
required to approve the Proposal. An abstention will have the effect of a vote
against the Proposal. If brokers not receiving instructions from beneficial
owners as to the granting or withholding of proxies may not or do not exercise
discretionary power to grant a proxy with respect to such shares (a "broker
non-vote") on the Proposal, shares not voted on the Proposal as a result will
be counted as not present and not cast with respect to the Proposal.
19
<PAGE>
All proxies received by FCC in the form enclosed will be voted as specified
and, in the absence of instructions to the contrary, will be voted for the
Proposal and for the election of the nominees named herein. FCC does not know
of any matters to be presented at the Meeting other than those described
herein. However, if any other matters properly come before the Meeting, it is
the intention of the persons named in the enclosed proxy to vote the shares
represented by them in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Eligible stockholders who desire to present a proposal qualified for
inclusion in the proxy materials relating to the 1996 annual meeting of FCC
must forward such proposals to the Secretary of FCC at the address listed on
the first page of this Proxy Statement in time to arrive at FCC prior to
November 8, 1995.
By Order of the Board of Directors
[SIGNATURE OF MICHAEL A. FLICK APPEARS HERE]
Michael A. Flick
Secretary
New Orleans, Louisiana
March 8, 1995
20
<PAGE>
FIRST COMMERCE CORPORATION
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
WHEREAS, First Commerce Corporation (the "Company") maintains the
First Commerce Corporation Tax-Deferred Savings Plan (the "401(k) Plan") for the
benefit of eligible employees of the Company and of each of its subsidiaries and
affiliates (each such employer hereinafter included in the term "Employer"),
under which (1) eligible employees can agree to have contributions ("Tax-
Deferred Contributions") made out of a portion of their compensation, and (2)
the Employers make "Matching Contributions" equal to 50% of the first 5% of
compensation contributed as Tax-Deferred Contributions;
WHEREAS, the Company in 1989 established the Supplemental Tax-Deferred
Savings Plan ("the Plan"), a non-qualified deferred compensation plan, in order
to enable employees who are prevented from making full use of the 401(k) Plan
because of dollar limitations under the Internal Revenue Code ("Code") to
contribute additional amounts on a tax-deferred basis, and to provide for
Employer matching contributions with respect to some of those additional
contributions;
WHEREAS, the Plan was amended July 31, 1991, and February 25, 1992,
and was restated December 20, 1993; and
WHEREAS, the Company wishes to restate the Plan again, in order to
redefine "Compensation" with respect to commissions, to redefine "Eligible
Employee", to reformulate the methods by which earnings are credited to
contributions, and to remove a limitation that applied during the first pay
period in which a contribution can be made under the Plan;
NOW, THEREFORE, First Commerce Corporation hereby amends and restates
the Plan, effective January 1, 1995, to read in its entirety as follows:
<PAGE>
I.
DEFINITIONS
-----------
1.1 The term "Compensation" shall mean all amounts treated as "Base
Compensation" under the 401(k) Plan (but without regard to the dollar limit
imposed by Code Section 401(a)(17), and without deducting Supplemental Tax-
Deferred Contributions under this Plan), plus -- if an Eligible Employee was a
participant during the same calendar year in an unrelated employer's plan
qualified under Code Section 401(k) -- the amount of such Eligible Employee's
compensation with the unrelated employer taken into account under the unrelated
employer's plan. In the case of an Eligible Employee who is compensated
primarily with commissions, however, "Compensation" shall not include any
distributed commissions (but shall include any amounts received as draws against
future commissions).
1.2 The term "Compensation Base" shall mean that portion of Compensation for a
calendar year that does not exceed $150,000, adjusted after 1994 to reflect
cost-of-living increases in the same way as the compensation limit under Code
Section 401(a)(17) is adjusted after 1994.
1.3 The term "Eligible Employee" shall mean an employee of one or more
Employers who meets the requirements of Section 2.1.
II.
REGULAR PARTICIPATION
---------------------
2.1 ELIGIBILITY. An employee of one or more Employers shall be an Eligible
-----------
Employee in a current year only if his Compensation as of September 30 of the
prior year, multiplied by 4/3, exceeds the Compensation Base for the current
year.
2.2 PARTICIPATION. Participation must be elected separately for each calendar
-------------
year. In order to participate in the Plan in a year, an Eligible Employee must
sign a
2
<PAGE>
Supplemental Tax-Deferral Agreement-Regular ("Agreement") prior to the beginning
of the year.
2.3 PARTICIPATION IN SUBSEQUENT CALENDAR QUARTERS. An Eligible Employee who
---------------------------------------------
has elected to participate can modify his participation for the year by signing
an Agreement effective the first day of the calendar quarter beginning after the
signing of the new Agreement. Any Agreement that is not modified remains in
effect through the end of the calendar year.
2.4 REVOCATION. An Agreement can be revoked at any time, effective as of the
----------
first day of the pay period following receipt of the revocation by the Plan
Administrator. An Employee who revokes his Agreement during a year will not be
allowed to resume participation until the next year.
An Agreement shall be automatically revoked as of any date on which
its implementation would disqualify the 401(k) Plan.
III.
REGULAR CONTRIBUTIONS
---------------------
3.1 SUPPLEMENTAL TAX-DEFERRED CONTRIBUTIONS. In his Agreement, the Eligible
---------------------------------------
Employee shall agree to reduce his Compensation by an amount, known as a
"Supplemental Tax-Deferred Contribution", which can be any percentage of the
Eligible Employee's Compensation paid to him in each pay period during the year,
beginning with the pay period in which his Compensation for the year first
exceeds the Compensation Base for the year, provided that the total of an
Eligible Employee's Supplemental Tax-Deferred Contributions under the Plan as of
any date during the year cannot exceed 10% of his Compensation for all completed
pay periods through that date beginning with the pay period in which the first
Supplemental Tax-Deferred Contribution is made for the year. An Eligible
Employee who has made Supplemental Tax-Deferred Contributions shall be known as
a "Participating Employee".
3
<PAGE>
3.2 SUPPLEMENTAL MATCHING CONTRIBUTIONS. The Employers shall make a
-----------------------------------
Supplemental Matching Contribution for the account of each Participating
Employee equal to 50% of that portion of the Participating Employee's
Supplemental Tax-Deferred Contributions for a pay period that does not exceed 5%
of Compensation for the pay period.
IV.
CONTRIBUTIONS OUT OF BONUSES
----------------------------
4.1 ELIGIBILITY. An Eligible Employee is also eligible to make a contribution
------------
under this Plan out of any bonus paid for that year.
4.2 PARTICIPATION. The election to make a contribution out of an Eligible
--------------
Employee's bonus shall be made separately for each calendar year. In order to
contribute, an Eligible Employee must elect to do so on a Supplemental Tax-
Deferred Agreement-Bonus ("Bonus Agreement"), signed prior to the beginning of
the calendar year during which the bonus is earned. The Eligible Employee can
elect to defer any percentage, up to 100%, of the bonus. The election shall
apply whether the bonus is paid during the year it is earned or is paid in the
following year. No Supplemental Matching Contributions shall be made with
respect to a Supplemental Tax-Deferred Contribution that comes out of a bonus.
4.3 IRREVOCABILITY OF ELECTION. A Bonus Agreement shall be irrevocable as of
--------------------------
the first day of the year to which the Bonus Agreement applies, unless the
Eligible Employee elects to revoke the Bonus Agreement and demonstrates to the
satisfaction of the Plan Administrator that he would suffer severe financial
hardship if the Bonus Agreement were not revoked. The Bonus Agreement is also
revoked by the death or termination of employment of the Eligible Employee prior
to the payment of the bonus.
4
<PAGE>
V.
VESTING
-------
5.1 VESTING. Supplemental Tax-Deferred Contributions shall be 100% vested at
-------
all times. Supplemental Matching Contributions shall vest at the same rate as
Matching Contributions under the 401(k) Plan.
VI.
FUNDING
-------
6.1 FUNDING. Supplemental Tax-Deferred Contributions and Supplemental Matching
-------
Contributions remain assets of the Employers until such time as the benefits are
paid to the Participating Employees. The Employers may, however, deliver some
or all of the contributions to a trust ("Trust") whose assets are ear-marked
specifically for the payment of benefits under this Plan. The assets of the
Trust shall be subject to claims of creditors of an Employer in the event of an
Employer's insolvency. Individual accounts may be established in the Trust, to
which amounts equal to the Participating Employees' contributions are credited.
6.2 ACCOUNTING. The Plan Administrator shall establish and maintain a separate
----------
Supplemental Tax-Deferred Savings Account and Supplemental Matching Contribution
Account for each Participating Employee, to which shall be credited his
Supplemental Tax-Deferred Contributions and Supplemental Matching Contributions,
respectively.
Amounts credited to Supplemental Matching Contribution Accounts shall
be shown on the books of the Employers as common stock of First Commerce
Corporation ("Company Stock"). At the time of any dividend on Company Stock
additional shares shall be added to the Participating Employee's account
equivalent to the number of shares that the dividend on the shares in his
account would have purchased.
Earnings and losses on the Supplemental Tax-Deferred Accounts shall be
as determined by the Participating Employee. Each Participating Employee shall
elect to
5
<PAGE>
have his or her Supplemental Tax-Deferred Contributions credited to hypothetical
accounts in the investment funds that are then available under the 401(k) Plan.
Such investment will be deemed to have occurred five business days after the end
of the pay period in which the Supplemental Deferral takes place. If the
Company chooses to contribute the amount to a Trust and chooses to have the
funds invested in investment funds in the same proportions as the hypothetical
investment funds, and does so more quickly than five business days after the end
of the pay period, then the hypothetical investment earnings shall be determined
from the date of the actual investment in the Trust. The Participating
Employee's Supplemental Tax-Deferred Account shall thereafter be adjusted as if
the contributions were actually invested in the investment funds selected by the
Participating Employee. The Participating Employee can elect to modify his
hypothetical investment choices as of the last day of each calendar quarter or,
after July 1, 1995, as of the close of business on the date on which the
election is made.
Nothing in this Plan document, however, shall be interpreted as
imposing a legal obligation on the Company, any of the Employers, the Plan
Administrator, or the Trustee to either deliver any of the contributions to a
Trust, or to invest any funds in the Trust in the same manner as a Participating
Employee has elected to have his hypothetical investment determined.
The insolvency or bankruptcy of an Employer shall not affect the
allocation of gains and losses of the elected funds to a Participating
Employee's accounts, even though no amounts are actually delivered to the Trust,
or the continued allocation of gains or losses of such funds even if Trust
assets are depleted as a result of payments made to an Employer's creditors.
VII.
PLAN ADMINISTRATION
-------------------
7.1 PLAN ADMINISTRATOR. The Plan Administrator shall be the Company's Director
------------------
of Human Resources, who shall make all decisions in connection with the
administration of the Plan. including decisions concerning eligibility, amounts
of contributions, and payment
6
<PAGE>
of benefits. The Plan Administrator shall have the sole authority to interpret
the Plan and all of his or her decisions shall be final and binding on all
persons affected thereby.
7.2 REPORTING. As soon as practicable after each calendar quarter, the Plan
---------
Administrator shall furnish each Participating Employee with a statement
indicating the total amount allocated to his accounts under the Plan.
7.3 PAYMENT OF EXPENSES. The Company shall pay, or reimburse the Plan
-------------------
Administrator for, any expenses reasonably incurred in the administration of the
Plan.
VIII.
DISTRIBUTIONS
-------------
8.1 TERMINATION BENEFIT. Upon the termination of a Participating Employee's
-------------------
employment with all Employers (other than by death), the Participating Employee
shall be entitled to payment of his vested Plan account balances. Such payment
shall be made in one lump sum, as soon as administratively convenient after the
termination of employment. Any unvested portion shall be forfeited and shall
belong to the Participating Employee's Employer.
8.2 DEATH BENEFIT. If a Participating Employee dies while employed, his Plan
-------------
accounts shall be 100% vested and shall be distributed to his Beneficiary. He
may designate a Beneficiary on a form provided by the Plan Administrator. In
the absence of a designated Beneficiary the Beneficiary shall be the
Participating Employee's estate.
8.3 FORM OF DISTRIBUTION. Distributions shall be made in the form of Company
--------------------
Stock to the extent the Participating Employee's Trust accounts are invested in
Company Stock. The balance of the benefit shall be in cash.
7
<PAGE>
IX.
MISCELLANEOUS
-------------
9.1 ASSIGNMENT. To the extent a Participating Employee or any other person
----------
acquires a contractual right to receive payments pursuant to the Plan, such
right shall not be subject to assignment, pledge (including collateral for a
loan or security for the performance of an obligation), encumbrance or transfer.
Any attempt to assign, pledge, encumber or transfer such right shall not be
recognized.
9.2 AMENDMENT. The Company, through its board of directors, shall have the
---------
right to amend the Plan, including discontinuing contributions hereunder,
provided that no such amendment shall reduce a Participating Employee's account
or reduce the vesting of the account and provided that if any such amendment
requires shareholder approval to meet the requirements of Rule 16b-3 under the
Securities Exchange Act of 1934 or any successor rule, such amendment shall be
subject to approval of the Company's shareholders.
9.3 GOVERNING LAW. The Plan shall be governed by the laws of the State of
-------------
Louisiana.
X.
DEMAND FOR BENEFITS
-------------------
10.1 DEMAND FOR BENEFITS. Benefits upon termination of employment shall
-------------------
ordinarily be paid to a Participating Employee without the need for demand, and
to a Beneficiary upon receipt of the Beneficiary's address and Social Security
number. Nevertheless, a Participating Employee or a person claiming to be a
Beneficiary who claims entitlement to a benefit under Paragraph 8.1 or 8.2 can
file a claim for benefits with the Plan Administrator. The Plan Administrator
shall accept or reject the claim within 30 days of its receipt. If the claim is
denied, the Plan Administrator shall give the reason for denial in a written
notice calculated to be understood by the claimant, referring to the Plan
provisions that form the basis of the denial. If any additional information or
material is necessary to perfect the claim, the Plan Administrator will identify
these items and explain
8
<PAGE>
why such additional material is necessary. If the Plan Administrator neither
accepts nor rejects the claim within 30 days, the claim shall be deemed to be
denied. Upon the denial of a claim, the claim may file a written appeal of the
denied claim to the Plan Administrator within 60 days of the denial. The
claimant shall have the opportunity to be represented by counsel and to be heard
at a hearing. The claimant shall have the opportunity to review pertinent
documents and the opportunity to submit issues and argue against the denial in
writing. The decision upon the appeal must be made no later than the later of
(a) 60 days after receipt of the request for review, or (b) 30 days after the
hearing. The Plan Administrator must set a date for such a hearing within 30
days after receipt of the appeal. In no event shall the date of the hearing be
set later than 60 days after receipt of the notice. If the appeal is denied,
the denial shall be in writing. If an initial claim is denied, all subsequent
reasonable attorney's fees and costs of the successful claims, including the
filing of the appeal with the Plan Administrator, and any subsequent litigation,
shall be paid by the Employer unless the failure of the Employer to pay is
caused by reasons beyond its control, such as insolvency or bankruptcy.
THUS DONE AND SIGNED on this _____ day of February, 1995, in the
presence of the undersigned competent witnesses.
WITNESSES: FIRST COMMERCE CORPORATION
_______________________________ BY:____________________________
_______________________________ TITLE:_________________________
9
<PAGE>
ACKNOWLEDGEMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned Notary Public, personally came and appeared:
_____________________________________, who being by me duly sworn did depose and
state that he signed the foregoing restatement of the First Commerce Corporation
Supplemental Tax-Deferred Savings Plan as a free act and deed on behalf of First
Commerce Corporation for the purposes therein set forth.
____________________________________
Sworn to and subscribed before me
this ____ day of February, 1995.
_________________________________
NOTARY PUBLIC
10
<PAGE>
FIRST COMMERCE CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 17, 1995
The undersigned hereby appoints Thomas C. Jaeger and Clifton J. Saik or either
of them, proxies for the undersigned, with full power of substitution, to vote
all shares of Common Stock of First Commerce Corporation that the undersigned is
entitled to vote at the annual meeting of stockholders to be held April 17,
1995, and any adjournments thereof.
Election of Directors, Nominees:
Ian Arnof, James J. Bailey III, John W. Barton, Sydney J. Besthoff III,
Robert H. Bolton, Frances B. Davis, Laurance Eustis, Jr., William P.
Fuller, Arthur Hollins III, F. Ben James, Jr., Erik F. Johnsen, J. Merrick
Jones, Jr., Edwin Lupberger, Hermann Moyse, Jr., O. Miles Pollard, Jr., G.
Frank Purvis, Jr., Edward M. Simmons, H. Leighton Steward, Joseph B.
Storey, Robert A. Weigle.
PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE REVERSE
SIDE. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES AND PROPOSALS LISTED HEREIN. YOUR SHARES CANNOT BE VOTED UNLESS YOU
SIGN, DATE AND RETURN THIS PROXY.
FOLD AND DETACH HERE
X PLEASE MARK YOUR 9806
VOTES AS IN THIS
EXAMPLE.
To withhold authority to vote for any individual nominee(s) mark
the FOR box in proposal 1 and write that nominee's name(s)
on the space provided below the boxes.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. Approval of the / / / / / /
Directors Proposals to
(see reverse) approve the
Amended and
Restated
Supplemental
Tax-Deferred
Savings Plan.
FOR, except vote WITHHELD from
the following nominee(s): 3. In their discretion,
to transact such
- ------------------------------ other business as may
properly come before
the meeting and any
adjournment thereof.
- --------------------------------------------------------------------------------
Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such.
The signer hereby revokes all authorizations
heretofore given by the signer to vote at the
meeting or any adjournments thereof.
---------------------------------
---------------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
