SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DEFINITIVE PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
March 28, 1997
(Date of Report)
FIRSTBANK OF ILLINOIS CO.
(Exact name of registrant as specified in its charter)
205 South Fifth Street, Springfield, Illinois 62701
(Address of principal executive offices)
217-753-7543
(Registrant's telephone number, including area code)
37-6141253
(IRS Employer Identification No.)
FIRSTBANK OF ILLINOIS CO.
205 SOUTH FIFTH STREET
SPRINGFIELD, ILLINOIS 62701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Firstbank of Illinois Co. will be held in the ballroom of the Renaissance
Springfield Hotel 701 East Adams Street, Springfield, Illinois 62701, on
Monday, April 28, 1997, at 3:00 p.m. for the purpose of considering and
voting upon the following proposals:
1. To elect four (4) Directors, each to serve a term of three years.
2. To approve the proposed Incentive Stock Option Plan II.
3. To approve the proposed Directors Stock Option Plan.
4. To transact such other business as may be properly brought before
the meeting or any adjournment thereof.
NOTICE IS HEREBY FURTHER GIVEN that March 14, 1997, shall be the
record date for the determination of shareholders who are entitled to vote
at the Annual Meeting of Shareholders to be held April 28, 1997, and any
adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Chairman of the Board
March 28, 1997
FIRSTBANK OF ILLINOIS CO.
205 SOUTH FIFTH STREET
SPRINGFIELD, ILLINOIS 62701
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1997
This Proxy Statement is furnished to the shareholders of Firstbank of
Illinois Co. ("Firstbank") in connection with the solicitation of proxies
by the management of Firstbank for use at the Annual Meeting of
Shareholders to be held April 28, 1997. Persons named as proxies on the
form of proxy accompanying this statement were selected by the Board of
Directors of Firstbank and are shareholders.
Any shareholder giving a proxy has the right to revoke it at any time
before it is exercised. As a result, execution of the proxy will not
affect a shareholder's right to attend the meeting and vote in person. The
shares represented by the proxy will be voted unless the proxy is mutilated
or received in such a form or at such time as to render it unvotable.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On February 15, 1997, Firstbank had outstanding and entitled to vote
10,301,552 shares of common stock, par value $1 per share. Only holders of
common stock reflected on the records of Firstbank at the close of business
on March 14, 1997 will be entitled to vote at the meeting. Each share
entitles its owner to one vote on all matters submitted to a vote other
than the election of directors. In the election of directors, pursuant to
Firstbank's Certificate of Incorporation, shareholders are entitled to
cumulative voting. Thus, each shareholder has the number of votes equal to
the number of shares owned by him or her multiplied by the number of
directors to be elected. Those votes can be distributed among the
candidates as the shareholder deems appropriate. At the 1997 Annual
Meeting, four directors will be elected.
The following table sets forth information as of February 15, 1997
with respect to the ownership of shares of common stock held by (i) the
only shareholders known to management to be the beneficial owners of more
than 5% of Firstbank's outstanding common stock; (ii) each director of
Firstbank; and (iii) all directors and executive officers of Firstbank as a
group. The table is based upon information provided by such persons and
upon Firstbank's records. Beneficial ownership of securities generally
means the power to vote or dispose of the securities, regardless of any
economic interest.
Amount and
Nature of Percent
Beneficial of
Name and Address of Beneficial Owner Ownership 1 Class
William B. Hopper, South Side Square, Taylorville, IL 475,424 4.62%
Robert L. Sweney, One Metropolitan Square, St. Louis, MO 180,051 1.75%
Mark H. Ferguson, 205 South Fifth Street, Springfield, IL 63,739 *
William T. Grant, Jr., 1800 South Dirksen Parkway,
Springfield, IL 43,773 *
William R. Schnirring,718 North Ninth Street,
Springfield, IL 23,350 *
Leo J. Dondanville, Jr., 1525 South Sixth Street,
Springfield, IL 13,800 *
P. Richard Ware, 400 West State Street, Jacksonville, IL 12,695 *
Richard E. Zemenick, 700 Corporate Park Drive, St. Louis, MO 6,433 *
Robert W. Jackson, 1305 Southern Hills, Springfield, IL 4,987 *
William R. Enlow, 607 East Adams Street, Springfield, IL 2,537 *
All Executive Officers and Directors as a Group 980,967 9.52%
* Less than 1%
___________________
1 All shareholdings are stated as of February 15, 1997, and include,
without admission of beneficial ownership thereof by the named individual,
shares held of record by or jointly with the named person's wife or
children sharing the same household. Also included in the shares listed
are shares voted by the named individuals as a result of their
participation in the Firstbank Profit-Sharing Thrift Plan, which owns
Firstbank shares and permits its participants to direct the voting of their
proportionate number of such shares. The number of plan shares included in
the table for each individual has been rounded down to the nearest whole
share. Also included are shares that can be purchased pursuant to
currently exercisable options granted pursuant to certain stock option
agreements. See "Board of Directors - Directors' Compensation", "Executive
Compensation-Incentive Stock Option Plan" and "Profit-Sharing Thrift Plan".
BOARD OF DIRECTORS
Election of Directors
Firstbank's Certificate of Incorporation provides for a Board of
Directors divided into three classes. The following persons have been
nominated by Firstbank management for election at the 1997 Annual Meeting,
to serve a three-year term expiring in 2000. It is the intention of the
persons named in the proxy to vote for the election of the following
nominees and to vote the proxies to insure the election of the largest
number of such nominees.
Position(s) with Firstbank
Name Age (and Principal Occupation) Since
William R. Enlow 49 (Attorney at Law, Sorling Northrup
Hanna Cullen Cochran Ltd.,
Springfield, IL) --
William R. Schnirring 68 Director (Chairman of the Board
and Chief Executive Officer, 1976
Springfield Electric Supply Co.,
Springfield, IL)
Robert L. Sweney 69 Director (Attorney at Law, Of
Counsel, Bryan Cave, St. Louis, MO) 1988
Richard E. Zemenick 54 Director (Chairman of the Board,
Zemenick & Walker, Inc., 1994
St. Louis, MO)
Each of the foregoing nominees has been engaged in the principal
occupation described above, or in a similar position, for at least five
years. Mr. William R. Enlow was nominated for election by the Board of
Directors at a meeting held January 17, 1997.
Directors Whose Terms Expire in 1998 and 1999
The following table presents information with respect to the six
directors whose terms do not expire until 1998 or 1999 and who therefore
will continue to serve as directors beyond the 1997 Annual Meeting.
Position(s) with Firstbank Director Term
Name Age (and Principal Occupation) Since Expires
William B. Hopper 58 Director and Vice Chairman of
the Board 1982 1998
Robert W. Jackson 66 Director (Retired Senior Vice
President, Central Illinois Public
Service Company, Springfield, IL) 1984 1998
P. Richard Ware 65 Director (Chairman of the Board,
Warelubco, Inc., Jacksonville, IL) 1989 1998
Leo J. Dondanville, Jr. 66 Director (Chairman of the Board and
Chief Executive Officer, Hanson
Group Incorporated, Springfield, IL) 1984 1999
Mark H. Ferguson 43 Director, Chairman of the Board,
President and Chief Executive
Officer 1988 1999
William T. Grant, Jr. 57 Director (President, Landmark
Automotive Group, Springfield,
IL and St. Louis, MO) 1982 1999
Each of the foregoing directors has been engaged in the principal
occupation described above, or in a similar position, for at least five
years.
Other Information on Directors
Robert W. Jackson is a director of CIPSCO Incorporated, which has a
class of voting securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934 or are subject to the reporting
requirements of Section 15(d) of that Act. Mark H. Ferguson and Richard E.
Zemenick are directors of Zemenick & Walker, Inc., a wholly-owned
subsidiary of Firstbank registered under the Investment Company Act of
1940.
Meetings and Committees of the Board of Directors
The Board of Directors of Firstbank has established the following
committees to provide assistance in the discharge of its duties and
responsibilities.
Examining Committee. This committee conducts examinations of the
financial affairs of Firstbank and its subsidiaries, through Firstbank's
internal auditors and the independent public accounting firm retained by
the Board of Directors. The results of such examinations are reported
directly to the Board of Directors. Members of the committee during 1996
were Messrs. Dondanville, Hopper, Jackson and Zemenick. The committee met
four times in 1996.
Compensation, Benefits and Officer Nominating Committee. This
committee reviews the personnel policies of Firstbank, as well as salaries
and other compensation paid to employees, including officers and directors.
Its recommendations are reported to the Board of Directors. Members of the
committee during 1996 were Messrs. Grant, Schnirring, Sweney and Ware. The
committee met three times in 1996.
Nominating Committee. This committee recommends individuals to be
appointed to the Board of Directors of Firstbank in the event a vacancy
occurs on the Board. Its recommendations are reported to the Board of
Directors. Members of the committee during 1996 were Messrs. Ferguson,
Hopper, Jackson, Schnirring, and Zemenick. The committee met twice in
1996.
In 1996, the Board of Directors met eight times. No director attended
fewer than 75 percent of the aggregate of the total number of board
meetings and the total number of meetings of committees of which he was a
member.
Other Nominations for Board of Directors
Firstbank's Certificate of Incorporation specifies certain procedures
to govern the nomination of directors by shareholders. Any shareholder
desiring to nominate an individual for election as a director must notify
the Secretary of Firstbank, in writing, of his or her desire to do so. The
notice must be delivered or mailed by first class U.S. mail, postage
prepaid, to the Secretary at least 14 days in advance of any shareholders
meeting called for the election of directors. If less than 21 days, notice
of such a shareholders meeting is given, a shareholder must deliver or mail
the prescribed notice not later than the close of business on the seventh
day following the day on which the notice of the meeting was mailed to
shareholders.
The required notice must set forth (a) the name, age, business address
and, if known, residence address of each nominee proposed in such notice,
(b) the principal occupation or employment of each nominee, and (c) the
number of shares of common stock of Firstbank beneficially owned by each
such nominee. Evidence of each nominee's willingness to serve must also be
provided.
EXECUTIVE COMPENSATION
The following table summarizes compensation earned in 1996, 1995 and
1994 by Firstbank's executive officers.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation
Other Options All
Annual (Number Other
Compen- of Compen-
Name and Principal Year Salary Bonus sation 1 Shares) 2 sation 3
Position
<S> <C> <C> <C> <C> <C> <C>
Mark H. Ferguson 1996 $360,000 $115,200 $16,200 5,000 $ 7,200
Chairman of the Board and 1995 335,000 93,800 16,200 5,000 7,987
Chief Executive Officer 1994 315,000 87,000 15,000 6,000 10,350
Larry A. Burton 1996 $185,000 $ 32,468 $ 0 2,500 $ 7,200
Executive Vice President 1995 178,500 14,400 0 2,500 7,837
1994 4 175,000 35,000 1,400 3,750 10,350
Sandra L. Stolte 1996 4 $192,000 $ 40,752 $ 6,000 2,500 $13,200
Executive Vice President 1995 4 178,500 31,292 6,000 2,500 13,087
1994 4 160,000 40,000 12,000 3,750 16,900
David W. Waggoner 1996 $196,000 $ 42,187 $ 3,000 2,500 $13,200
Executive Vice President 1995 189,881 40,114 3,000 2,500 16,164
1994 182,420 43,750 3,000 3,750 19,435
Chris R. Zettek 1996 $130,000 $ 31,200 0 2,500 $ 6,240
Executive Vice President and 1995 120,000 25,200 0 2,500 6,390
Chief Financial Officer 1994 110,000 27,500 0 3,750 7,589
</TABLE>
(1) Directors' fees for Firstbank and its subsidiaries paid to Messrs.
Ferguson, Burton, Waggoner, and Ms. Stolte
(2) Option shares listed for 1996, 1995 and 1994were actually awarded in
January 1997, 1996 and 1995, respectively.
(3) Employer contributions to the Firstbank Profit-Sharing Thrift Plan and
subsidiary bank profit sharing plan, if applicable.
(4) Amounts for Ms. Stolte in 1996, 1995 and 1994 and Mr. Burton in
1994 include amounts each earned in their capacities as Firstbank
subsidiary bank presidents.
Incentive Compensation Plan
The Board of Directors adopted an incentive compensation program for
the benefit of the executive officers named in the Summary Compensation
Table and certain other officers of Firstbank and its subsidiaries. The
program provides that Firstbank and its subsidiaries must satisfy certain
minimum net income requirements as defined in the plan before any payments
may be made. Depending on the group in which an executive officer is
included, the amount of Firstbank's net income and progress toward
individual goals, Mr. Ferguson may receive up to 40% of his base salary and
the remaining executive officers may receive up to 30% of his or her base
salary. Any payments under the program must be approved by the
Compensation, Benefits and Officer Nominating Committee of the Firstbank
Board of Directors. The cash compensation accrued in 1996 for Firstbank's
executive officers pursuant to this program for services rendered in 1996
is included under the "Bonus" category in the Summary Compensation Table.
Incentive Stock Option Plan
Firstbank maintains the Firstbank Incentive Stock Option Plan (the
"Option Plan") to provide additional benefits to Firstbank's and its
subsidiaries' employees. Under the Option Plan, approved by shareholders
at a previous annual meeting, selected officers or key employees of
Firstbank and its subsidiaries are granted options to purchase Firstbank
stock at a purchase price equal to the fair market value of Firstbank stock
at the time the options are granted. The grantees of the options and the
number of options granted are determined by the Board of Directors of
Firstbank upon the recommendations of the Compensation, Benefits and
Officer Nominating Committee. Options granted pursuant to the Option Plan
can be exercised only during the period beginning two years after the date
they are granted and ending ten years after the date they are granted. All
options authorized under the Option Plan have been granted.
Options granted to executive officers under the Option Plan approved
by the Compensation, Benefits and Officer Nominating Committee are reported
in the Summary Compensation Table. A total of 7,205 options were exercised
by Firstbank executive officers in 1996.
The following table summarizes the named executive officer's stock
option activity during 1996. Unexercised options reported include options
awarded January 2, 1997.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1996 OPTION VALUES
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
Shares December 31, 1996 at December 31, 1996
Acquired on Value Exercisable/ Exercisable/
Name/Position with Firstbank Exercise Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Mark H. Ferguson 4,280 $99,153 37,470/ $745,150/
Chairman of the Board and 16,000 76,375
Chief Executive Officer
Larry A. Burton 0 0 25,500/ $517,563/
Executive Vice President 8,750 45,000
Sandra L. Stolte 0 0 18,000/ $403,311/
Executive Vice President 8,750 45,000
David W. Waggoner 2,000 $35,167 14,250/ $245,999/
Executive Vice President 8,750 45,000
Chris R. Zettek 925 $20,273 16,150/ $342,804/
Executive Vice President and 8,750 45,000
Chief Financial Officer
</TABLE>
Report of the Compensation, Benefits and Officer Nominating Committee of
the Board of Directors
The Compensation, Benefits and Officer Nominating Committee
("Compensation Committee" or "Committee") of the Board of Directors
establishes the general compensation policies of Firstbank, establishes the
compensation plans and specific compensation levels for executive officers
and administers the Incentive Compensation Plan, the Option Plan and the
Profit Sharing Thrift Plan. The Compensation Committee is composed of four
independent, non-employee directors. The Compensation Committee, chaired
by one of the independent directors, receives input from Firstbank's Chief
Executive Officer ("CEO") relative to compensation for other executive
officers.
The Compensation Committee believes that the CEO's compensation should
be heavily influenced by Firstbank's performance. Therefore, although
there is necessarily some subjectivity in setting the CEO's salary, major
elements of the compensation package are directly tied to company
performance. The Committee establishes the CEO's salary by considering the
salaries of CEO's of comparably-sized companies and their performance
according to independently accumulated data obtained by the Committee.
The CEO's incentive compensation award has been established primarily
as a direct function of Firstbank's earnings growth during the most recent
fiscal year. The Committee, in connection with Firstbank's budgeting
process, establishes a minimum target for earnings, and the CEO's bonus for
the fiscal year is largely a function of the amount by which the minimum
earnings target is met or exceeded during the fiscal year. In January of
1997, a cash bonus of $115,200 was paid to the CEO based on 1996 earnings.
For fiscal year 1997, a target and formula have been established in a
similar fashion.
Stock options were granted to the CEO, as well as to other key
employees, primarily based on the employees' contribution to the long-term
growth and profitability of Firstbank. In January 1997, 5,000 options were
granted to the CEO as approved by the Committee and Board of Directors.
The Compensation Committee has adopted similar policies with respect
to the compensation of other executive officers of Firstbank. Using
independent salary survey data, the Committee reviews the base salaries for
persons holding positions of similar responsibility at other companies. In
addition, the Committee also considers factors such as relative company
performance, and each individual's past performance and future potential in
establishing the base salaries of executive officers.
The Committee's policy regarding other elements of the compensation
package for executive officers is similar to the CEO's in that the annual
bonus payments are largely tied to achievement of performance targets. The
annual incentive compensation award criteria for executives other than the
CEO are primarily composed of three elements: (i) Firstbank's earnings as
compared to the minimum target established; (ii) achievement of objectives
related to the executive's area of responsibility; and (iii) the
executive's progress toward individual goals.
As with the CEO, the number of options granted to other officers is
determined by the subjective evaluation of the executive's ability to
influence Firstbank's long-term growth and profitability. All options are
granted with an exercise price equal to the current market price. Since
the value of the option bears a direct relationship to Firstbank's stock
price, it is an effective incentive for managers to create value for
stockholders. The Committee therefore views stock options as an important
component of its long-term, performance-based compensation philosophy. In
January 1997, executive officers other than the CEO were each granted 2,500
options as approved by the Committee and Board of Directors.
Members of the Compensation Committee for 1996:
William R. Schnirring, Chairman William T. Grant, Jr.
Robert L. Sweney P. Richard Ware
Profit Sharing Thrift Plan
The Firstbank Profit Sharing Thrift Plan (the "Thrift Plan") was
initiated in 1982 for the benefit of Firstbank's and its subsidiaries'
employees through the investment in Firstbank stock. Each subsidiary of
Firstbank has elected to participate in the Thrift Plan. Participation is
available to employees of Firstbank and its subsidiaries who have completed
one year of service and have worked at least 1,000 hours during the
applicable plan year. The Thrift Plan was amended effective April 1, 1995,
to allow each participating employee (of Firstbank or its applicable
subsidiary) the opportunity to defer up to 15% of their annual
compensation, to provide opportunity for diversification from Firstbank
stock through alternative investment options, and to adjust the matching
contribution schedule. The Thrift Plan currently matches between 50% and
100% of employee contributions up to 6% of their compensation, with the
employer's contribution depending upon Firstbank's return on average equity
for the applicable year. At December 31, 1996, 742 employees of Firstbank
and its subsidiaries were participants in the Thrift Plan.
Retirement Plan
Firstbank has adopted the Firstbank Retirement Plan ("Retirement
Plan"), a defined benefit plan, to provide retirement benefits for
Firstbank's and its subsidiaries' employees. A subsidiary's employees are
covered by the Retirement Plan if and when the subsidiary adopts the
Retirement Plan. Central Bank, a wholly-owned subsidiary of Firstbank, has
not adopted the Retirement Plan. Accordingly, Mr. Waggoner and Ms. Stolte
continue to be covered under a separate profit sharing plan.
Set forth below are estimated annual benefits payable under the
Retirement Plan. These benefits are payable during the participants'
lifetimes upon retirement at age 65 in the remuneration and service classes
specified. Pension benefits may be paid in other forms which are
actuarially equivalent to the benefits listed below. For purposes of the
table below, "Average Annual Compensation" generally means the average of
the participants' compensation, as defined in the Retirement Plan, during
the five consecutive calendar years prior to retirement.
Average
Annual Years of Credited Service
Compensation 10 15 20 25 30 35
$50,000 $10,207 $15,311 $20,415 $25,518 $28,018 $30,518
75,000 16,207 24,311 32,415 40,518 44,268 48,018
100,000 22,207 33,311 44,415 55,518 60,518 65,518
125,000 28,207 42,311 56,415 70,518 76,768 83,018
150,000 34,207 51,311 68,415 85,518 93,018 100,518
At December 31, 1996, Mr . Burton had 17 years, Mr. Ferguson had 10
years and Mr. Zettek had 9 years credited service for purposes of the
Retirement Plan. The maximum annual benefit (defined in Internal Revenue
Code Section 415) payable from a qualified defined benefit pension plan as
a single life annuity during 1996 is $120,000. The compensation limits of
Internal Revenue Code Section 401(a)(17) have also been taken into account
in determining the benefits listed in this table. For any Retirement Plan
participant in the 1996 Plan year, a qualified plan may not take into
account annual compensation greater than $150,000 (indexed annually).
Firstbank has amended and restated the Retirement Plan to conform to
regulations under the Tax Reform Act of 1986. All employees who terminate
or retire after December 31, 1988, will receive the greater of their
benefit calculated under the current formula or their frozen accrued
benefit under any prior formula.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
Firstbank has entered into an agreement with Mr. Ferguson pursuant to
which certain payments could be made to him in the event of a change in his
responsibilities following a change in control of Firstbank. The agreement
provides that if a change in control occurs and a subsequent termination of
Mr. Ferguson's employment occurs within three years following the change of
control, other than for cause or because of disability, death or voluntary
retirement, Firstbank will pay his salary through the date of termination
and an amount equal to two and one-half times his annual base salary in
effect at the date of termination or the rate in effect immediately prior
to the current rate, whichever is higher, plus his incentive compensation
award payable for the year prior to the year in which the date of
termination occurs. Firstbank has entered into similar agreements with
Messrs. Burton, Waggoner, Zettek and Ms. Stolte except Firstbank will pay
for one year their annual base salary in effect at the date of termination
plus their most recent incentive compensation award. The agreements
provide that the assignment to Messrs. Burton, Ferguson, Waggoner, Zettek
or Ms. Stolte of duties or responsibilities different from those typically
assigned to senior bank holding company executives, the reduction of his or
her base salary, or the failure to continue existing employee benefit
plans, will constitute termination of employment.
Directors' Compensation
Firstbank paid each of its directors a fee of $13,800 in 1996 to serve
as a director and member of the committees to which he was appointed.
Directors serving on the Loan and Discount Committee were paid an
additional $150 per meeting and met eleven times during 1996.
In addition to the directors' fees, the shareholders of Firstbank
approved a Directors Stock Option Plan at the 1994 Annual Meeting. Under
the Directors Stock Option Plan, all non-employee directors were
automatically granted options each June 1, beginning in 1994 and ending in
1996, for 1,500 shares of Firstbank common stock exercisable immediately
and expiring ten years from the date granted or prior to the termination of
his term as a director, whichever is earlier. The purchase price is equal
to the fair market value of Firstbank stock at the time the options are
granted or the book value of the common stock at that time, whichever is
greater. Under an identical plan previously in place, each June 1,
beginning in 1988 and ending in 1992, a non-employee director continuing,
elected or re-elected as a member of the Board received an option to
purchase 1,500 shares of Firstbank common stock. All the options granted
under these Directors Stock Option Plans are reflected in the table under
"Voting Securities and Principal Holders Thereof".
CERTAIN TRANSACTIONS
Several of the present and former officers and directors of Firstbank
and its subsidiaries and principal shareholders of Firstbank and/or their
associates have been or presently are indebted to one or more of
Firstbank's subsidiary banks. All such indebtedness was incurred in the
ordinary course of business and on substantially the same terms, including
interest rates, collateral and repayment terms on extensions of credit, as
those prevailing at the time for comparable transactions with other
persons, and did not involve more than normal risks of collectibility or
present other unfavorable features. Firstbank expects that such persons
and/or their associates will borrow additional funds from Firstbank
subsidiaries in the future, all of which borrowings will be obtained on a
similar basis.
Firstbank and its subsidiaries have for several years retained the
services of Zemenick & Walker, Inc., of which Richard E. Zemenick, a
director, is Chairman. Fees paid by Firstbank to Zemenick & Walker, Inc.
during 1996 were $90,000. On November 12, 1996, Firstbank entered into an
agreement with Zemenick & Walker to acquire the assets of Zemenick &
Walker, Inc. for a purchase price of Five Million Seven Hundred Thousand
Dollars ($5,700,000). This purchase was completed on January 2, 1997, and
Zemenick & Walker, Inc. is now operating as a wholly-owned subsidiary of
Firstbank. Pursuant to the provisions of the contract, Richard E. Zemenick
and James C. Walker have entered into Employment Agreements for a period of
five (5) years. Following this transaction, fees are no longer paid to
Zemenick & Walker, Inc.
FIRSTBANK PERFORMANCE
The following graph sets forth the cumulative shareholder return
(assuming reinvestment of dividends) to Firstbank's shareholders during
the five year period ended December 31, 1996, as well as the Standard
& Poors overall stock market index (S & P 500 Index) and Firstbank's peer
group index published by Keefe, Bruyette & Woods, Inc. (KBW 50 Index).
FIRSTBANK PERFORMANCE CUMULATIVE SHAREHOLDER RETURN
1991 1992 1993 1994 1995 1996
S & P 500 $100.00 $107.61 $118.46 $120.02 $165.12 $203.03
KBW 50 100.00 127.42 134.48 127.62 204.41 289.15
Firstbank 100.00 136.26 134.30 147.73 181.59 210.06
NOTE: The stock performance graph assumes $100 was invested on January 1,
1992, and all dividends are reinvested.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of KPMG Peat Marwick LLP served as independent
public accountants for Firstbank and its subsidiaries for the year 1996 and
has been appointed by the Board of Directors to serve in such capacity for
Firstbank and its subsidiaries in 1997. A representative of KPMG Peat
Marwick LLP will be present at the annual meeting, will be available to
respond to questions of shareholders and will be permitted to make a
statement if he or she desires to do so.
PROPOSAL FOR INCENTIVE STOCK OPTION PLAN II
The Board of Directors, believing that it is in the best interest of
Firstbank, its stockholders and its subsidiaries, adopted on January 17,
1997, the Incentive Stock Option Plan II subject to the approval of
Firstbank shareholders. The Board believes that by providing key employees
of Firstbank and its subsidiaries an opportunity to acquire an interest in
Firstbank through the purchase of its common stock, the plan will help
employees to develop a stronger incentive for the continued success of the
Company. In addition, the Board believes the plan will aid Firstbank in
attracting and retaining personnel in a highly competitive labor market.
The principal features of the plan, the complete text of which is set
forth in Appendix A to this Proxy Statement, are as follows:
Shares Subject to Option. The number of shares subject to option to
be granted under the plan is 400,000 shares of Firstbank common stock
having a $1 par value, subject to adjustment in the event of stock splits
or other contingencies.
Participation. Stock options may be granted within ten (10) years
from January 17, 1997, to officers (including officers who are Directors)
and key employees of Firstbank and any of its subsidiaries. Participants
shall be selected by a committee of the Board of Directors, which does not
include any officers who are eligible to receive stock options or by the
Board of Directors acting as such committee. The plan contemplates the
granting of options to future, as well as present key employees.
Therefore, Firstbank cannot presently predict the number of participants,
but estimates that approximately 100 employees may be eligible to
participate in the plan. In order to exercise such grant, employees
receiving options must be in the employ of the Company subject to certain
exceptions in the event of disability or death.
Option Price. The price at which a participant may purchase the
option shares shall be 100% of the fair market value of the shares on the
date of the grant of option. The fair market value shall be determined by
the committee and shall be the closing price of the common stock as
determined by the National Association of Securities Dealers, Inc. The
fair market value as of January 17, 1997 was $35.25 a share. No employee
may be granted incentive stock options in any calendar year to purchase
common stock, which has an aggregate fair market value, at the time of the
grant of more than $100,000.
Terms of Options. The plan provides that each option may be exercised
in whole or in part, commencing two (2) years after the date of the grant
upon payment by the participant for all or a part of the shares subject to
the option. No option is exercisable after the expiration of its term as
determined at the time of the grant or ten (10) years from the date of the
grant, whichever is shorter. Unless the shares purchased pursuant to an
option are effectively registered under the Securities Act of 1933 at the
time of exercise, the optionee must represent and agree the shares are
being purchased for an investment and subject to restrictions thereunder.
Firstbank intends to file a registration statement covering such shares
with the Securities and Exchange Commission if the plan is approved by the
shareholders.
Amendment of the Plan. The Board of Directors may amend the plan but,
except with shareholder approval, they may not increase the number of
shares subject to the plan, change the class of employees eligible to
participate, reduce the option price or extend the option.
Tax Status. It is intended that each option granted under the plan
will be an incentive stock option pursuant to Section 422 of the Internal
Revenue Code. Under that section, if the optionee holds the shares
acquired upon the exercise of his option for more than one (1) year and if
certain other conditions are met, no income tax is imposed on the optionee
at the time he exercises his option. The difference between the option
price and the amount realized upon the disposition of the shares is a long-
term gain or loss, and Firstbank is not allowed an income tax deduction at
any time in connection with the option.
Shareholders do not have a pre-emptive right to purchase or subscribe
for the shares reserved for the options to be granted under the plan.
Vote Required for Approval
The affirmative vote of at least a majority of the votes that all
shareholders are entitled to cast at the meeting is required for adoption
of the Incentive Stock Option Plan. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE ADOPTION OF INCENTIVE STOCK OPTION PLAN II.
PROPOSAL FOR DIRECTORS STOCK OPTION PLAN
The Board of Directors, believing that it is in the best interest of
Firstbank, its stockholders and its subsidiaries, adopted on January 17,
1997, a Directors Stock Option Plan subject to the approval of Firstbank
shareholders. The Board believes that by providing non-officer or non-
employee Directors of the Corporation and its subsidiaries an opportunity
to acquire a larger interest in Firstbank through the purchase of its
common stock the plan will help the Directors to develop a stronger
incentive for the continued success of the Corporation. In addition, the
Board believes the plan will aid Firstbank in attracting and retaining
qualified Directors to guide the Corporation and its subsidiaries.
The principal features of the plan, of which the complete text is set
forth in Appendix B to this Proxy Statement, are as follows:
Shares Subject to Option. The number of shares subject to option to
be granted under the plan is 100,000 shares of Firstbank common stock
having a $1 par value, subject to adjustment in the event of stock splits
or other contingencies.
Participation. Stock options of 1,500 shares a year shall be granted
each non-employee Director as of June 1, 1997, and each June 1st
thereafter, terminating June 1, 2001.
Option Price. The price at which a participant may purchase the
shares subject to options shall be the fair market value or the book value
of the shares as of each June 1st, whichever is greater.
Terms of Options. The plan provides that each option may be exercised
in whole or in part after the date of the grant upon the payment by the
participant for all or part of the shares subject to the option. No option
is exercisable after the expiration of its term as determined at the time
of the grant or ten (10) years from the date of the grant, whichever is
shorter. Unless the shares purchased pursuant to an option are effectively
registered under the Securities Act of 1933 at the time of exercise, the
optionee must represent and agree the shares are being purchased for an
investment and subject to restrictions thereunder. Firstbank intends to
file a registration statement covering such shares with the Securities and
Exchange Commission if the plan is approved by the shareholders.
Amendment of the Plan. The Board of Directors may amend the plan but,
except with shareholder approval, they may not increase the number of
shares subject to the plan, reduce the option price or extend the option.
Tax Status. At the time a Director exercises an option, an income tax
may be imposed upon the Director.
Shareholders do not have a pre-emptive right to purchase or subscribe
for the shares reserved for the options to be granted under the plan.
Vote Required for Approval
The affirmative vote of at least a majority of the votes that all
shareholders are entitled to cast at the meeting is required for adoption
of the Directors Stock Option Plan. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE ADOPTION OF THE DIRECTORS STOCK OPTION PLAN.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Firstbank believes that during 1996, its officers and directors
complied with all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934.
PROPOSALS OF SECURITY HOLDERS
Any security holder wishing to submit a proposal to be presented at
the annual meeting in 1997 must forward such proposal to the President of
Firstbank on or before December 1, 1997. Upon receipt of such a proposal,
management will determine, in accordance with regulations governing the
solicitation of proxies, whether or not to include the proposal as part of
the proxy materials submitted to the security holders prior to the 1997
Annual Meeting.
SOLICITATION STATEMENT
The costs of this solicitation of proxies will be borne by Firstbank.
In addition to the use of the mails, solicitation may be made by regularly
engaged employees of Firstbank and its subsidiaries by telephone or
personal contact.
UPON WRITTEN REQUEST WITHOUT CHARGE TO ANY SHAREHOLDER, FIRSTBANK WILL
PROVIDE ADDITIONAL COPIES OF ITS ANNUAL REPORT ON FORM 10-K AND THE
SCHEDULES THERETO FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
FISCAL YEAR 1996. ALL SUCH INQUIRES SHOULD BE DIRECTED TO CHRIS R. ZETTEK,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, FIRSTBANK OF ILLINOIS
CO., 205 SOUTH FIFTH STREET, SPRINGFIELD, ILLINOIS, 62701.
BY ORDER OF THE BOARD OF DIRECTORS
Chairman of the Board
APPENDIX A
FIRSTBANK OF ILLINOIS CO.
INCENTIVE STOCK OPTION PLAN II
1. PURPOSE
This Incentive Stock Option Plan II (the "Plan") is intended as an
incentive and to encourage stock ownership by key employees of Firstbank of
Illinois Co. (the "Corporation") or of its subsidiary corporations (the
"Subsidiaries") as that term is defined in Article 4 below so that they may
acquire or increase their proprietary interest in the success of the
Corporation and Subsidiaries, and to encourage them to remain in the employ
of the Corporation or of the Subsidiaries. It is further intended that
options issued pursuant to this Plan shall constitute incentive stock
options within the meaning of Section 422 of the Internal Revenue Code.
2. ADMINISTRATION
The Plan shall be administered by the Committee referred to in
Paragraph 3 (hereinafter called the "Committee"). Subject to the express
provisions of the Plan, the Committee shall have plenary authority, in its
discretion to determine the individuals to whom, and the time or times at
which, options shall be granted and the number of shares to be subject to
each option. In making such determinations the Committee may take into
account the nature of the services rendered by the respective individuals,
their present and potential contributions to the Corporation's success and
such other factors as the Committee, in its discretion, shall deem
relevant. Subject to the express provisions of the Plan, the Committee
shall also have plenary authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the
terms and provisions of the respective stock option agreements (which need
not be identical) and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's
determination on the matters referred to in the Paragraph 2 shall be
conclusive.
3. THE COMMITTEE
For purposes of this Plan, the Committee shall consist of the members
of the Corporation's Compensation, Benefits and Officer Nominating
Committee, which is appointed on an annual basis by the Board of Directors
of the Corporation. Notwithstanding the foregoing, however, the Committee
for purposes of this Plan shall not include any persons who are or, during
the one year prior to their appointment have been, eligible to receive
stock options under the Plan. The Board of Directors of the Corporation
may from time to time appoint members of the Committee in substitution for
members previously appointed and may fill vacancies, however caused, in the
Committee. The Committee may select one of its members as its Chairman,
and shall hold its meetings at such times and places as it may determine.
A majority of its members shall constitute a quorum. All determinations of
the Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee may appoint a secretary, shall
keep minutes of its meetings and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.
4. ELIGIBILITY
The persons who shall be eligible to receive options shall be key
employees (including officers, whether or not they are directors) of the
Corporation or its Subsidiaries [as such term is defined in Section 424 (f)
of the Internal Revenue Code] as the Board of Directors shall select from
time to time among those nominated by the Committee. An optionee may hold
more than one option, but only on the terms and subject to the restrictions
hehreafter set forth.
5. STOCK
Options may be granted for up to 400,000 shares of the Corporation's
authorized or reacquired $1 par value common stock, hereafter sometimes
called "capital stock". The aggregate fair market value (as of the time of
grant) of capital stock with respect to which incentive options may be
granted to any individual shall not cause the total fair market value of
such shares which, pursuant to the exercise of options granted under the
Plan, may be purchased for the first time in any particular year to exceed
$100,000. The limitation of 400,000 shares established herein shall be
subject to adjustment as provided in Article 6(i) of the Plan.
In the event that any outstanding option under the Plan for any reason
expires or is terminated, the shares of capital stock allocable to the
unexercised portion of such option may again be subjected to an option
under the Plan.
6. TERMS AND CONDITIONS OF OPTIONS
Stock options granted pursuant to the Plan shall be authorized by the
Board of Directors and shall be evidenced by agreements in such form as the
Committee shall from time to time recommend and the Board of Directors
shall from time to time approve, which agreements shall comply with and be
subject to the following terms and conditions and such other terms and
conditions as the Committee may determine. Such other terms and conditions
need not be the same for all options:
(a) Optionee's Agreement. Each optionee shall agree to remain
in the employ of and to render services to the Corporation or its
Subsidiaries from the date of the granting of the option for a period
of at least two (2) years, but such agreements shall not impose upon
the Corporation or its Subsidiaries any obligation to retain the
optionee in their employ for any period.
(b) Number of Shares. Each option shall state the number of
shares to which it pertains.
(c) Option Price. Each option shall state the option price,
which shall not be less than 100% of the fair market value of the
shares of capital stock of the Corporation on the date of the granting
of the option. Such fair market value shall be deemed to be the
highest closing price of the capital stock on NASDAQ or exchange on
the day the option is granted or, if no sale of the Corporation's
capital stock shall have been made on that day, on the first preceding
day on which there was a sale of such stock. Subject to the
foregoing, the Board of Directors and the Committee in fixing the
option price shall have full authority and discretion and shall be
fully protected in doing so.
(d) Medium and Time of Payment. The option price shall be
payable upon the exercise of all or part of the option and may be paid
in cash, by check or, with the approval of the Committee, with capital
stock of the Corporation.
(e) Term and Exercise of Options. Each option hereunder shall
be fully exercisable two (2) years from date of its grant. No option
shall be exercisable after the expiration of its term or after ten
years from the date it is granted. Not less than ten shares may be
purchased at any one time unless the number purchased is the total
number of shares at the time purchasable under the option. During the
lifetime of the optionee, the option shall be exercisable only by
optionee and shall not be assignable or transferable, and no other
person shall acquire any rights therein.
(f) Termination of Employment. The holder of any option issued
hereunder must exercise the option prior to his termination of
employment, except that, if the employment of an optionee terminates
with the consent and approval of the Corporation, the Committee in its
absolute discretion may permit the optionee to exercise his option, to
the extent that he was entitled to exercise it at the date of such
termination of employment, at any time within three (3) months after
such termination, but not after ten (10) years from the date of the
granting thereof.
(g) Termination of Employment for Disability or Leave of
Absence. If the reason for termination of employment is the
optionee's disability, the optionee shall have the right to exercise
the option at any time within one year after such termination of
employment. Whether authorized leave of absence for military or
governmental service shall constitute termination of employment, for
the purposes of the Plan, shall be determined by the Committee, which
determination, unless overruled by the Board of Directors, shall be
final and conclusive.
(h) Death of Optionee and Transfer of Option. If the optionee
shall die while in the employ of the Corporation or a Subsidiary or
within a period of three months after the termination of his
employment with the Corporation or a Subsidiary and shall not have
fully exercised the option, such option may be exercised, subject to
the condition that no option shall be exercisable after the expiration
of ten years from the date it is granted, to the extent of the
optionee's right to exercise such option at the time of his death, at
any time within one year after the optionee's death, by the executors
or administrators of the optionee or by any person or persons who have
acquired the option directly from the optionee by bequest or
inheritance. No option shall be transferable by the optionee
otherwise than by will or the laws of descent and distribution.
(i) Adjustment Upon Changes in Capitalization. Notwithstanding
any other provisions of the Plan, the option agreements may contain
such provisions as the Committee shall determine to be appropriate for
the adjustment of the number and class of shares subject to each
outstanding option and the option prices in the event of changes in
the outstanding capital stock of the Corporation by reason of stock
dividends, recapitalization, mergers, consolidations, splitups,
combinations or exchanges of shares and the like, and, in the event of
any such change in the outstanding capital stock of the Corporation,
the aggregate number and class of shares available under the Plan and
the maximum number of shares as to which options may be granted to any
individual shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.
(j) Rights as a Stockholder. An optionee or a transferee of an
option shall have no rights as a stockholder with respect to any
shares covered by his option until the issuance of a stock certificate
to the optionee or transferee for such shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for
which the record date is prior to the date such stock certificate is
issued, except as provided in Article 6(i) hereof.
(k) Other Provisions. The option agreements authorized under
the Plan shall contain other provisions, including, without
limitation, restrictions upon the exercise of the option, as the
Committee and the Board of Directors of the Corporation shall deem
advisable. Any such option agreement shall contain such limitations
and restrictions as shall be necessary in order that such options will
be an "Incentive Stock Option" as defined in Section 422 of the
Internal Revenue Code or to conform to any change in such law.
7. TERM OF PLAN
Options may be granted pursuant to the Plan from time to time within a
period of ten years from the date the Plan is adopted by the Board of
Directors, or the date the Plan is approved by the Stockholders, whichever
is earlier.
8. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have
as directors or as members of the Committee, the members of the Committee
shall be indemnified by the Corporation against the reasonable expenses,
including attorneys' fees actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with
any appeal therein, to which they or any of them may be a party by reason
of any action taken or not taken in connection with the Plan or any option
granted thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance
of his duties; provided that within 60 days after institution of any such
action, suit or proceeding a Committee member shall in writing offer the
Corporation the opportunity, at its own expense, to handle and defend the
same.
9. AMENDMENT OF THE PLAN
The Board of Directors of the Corporation may, insofar as permitted by
law, from time to time, with respect to any shares at the time not subject
to options, suspend or discontinue the Plan or revise or amend it in any
respect whatsoever except that, without approval of the stockholders, no
such revision or amendment shall change the number of shares subject to the
Plan, change the designation of the class of employees eligible to receive
options, decrease the price at which options may be granted, remove the
administration of the Plan from the Committee, or render any member of the
Committee eligible to receive an option under the Plan while serving on the
Committee. Furthermore, the Plan may not, without the approval of the
stockholders, be amended in any manner that will cause options issued under
it to fail to meet the requirements of incentive stock options as defined
in Section 422 of the Internal Revenue Code.
10. APPLICATION OF FUNDS
The proceeds received by the Corporation from the sale of capital
stock pursuant to options will be used for general corporate purposes.
11. NO OBLIGATION TO EXERCISE OPTION
The granting of an option shall impose no obligation upon the optionee
to exercise such option.
12. APPROVAL OF STOCKHOLDERS
The Plan shall not take effect until approved by the holders of a
majority of the outstanding shares of capital stock of the Corporation,
which approval must occur within the period beginning twelve months before
and ending twelve months after the date the Plan is adopted by the Board of
Directors.
APPENDIX B
FIRSTBANK OF ILLINOIS CO.
DIRECTORS STOCK OPTION PLAN
1. PURPOSE
The purpose of the Firstbank of Illinois Co. Directors Stock Option
Plan (the "Plan") is to advance the interests of Firstbank of Illinois Co.
(the "Corporation") and its stockholders by encouraging increased share
ownership by members of the Board of Directors of the Corporation and its
subsidiaries who are not employees of the Corporation or any of its
subsidiaries, in order to promote long-term shareholder value through
continuing ownership of the Corporation's common shares.
2. ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Corporation (the "Board"). The Board may act only by a majority of its
members in office, except that the members thereof may authorize any one or
more of their number of the Secretary or any other officer of the company
to execute and deliver documents on behalf of the Board. No member of the
Board shall be liable for anything done or omitted to be done by him or by
any other member of the Board in connection with the Plan, except for his
own willful misconduct or as expressly provided by statute.
3. ELIGIBILITY
Each member of the Board of the Corporation or any of its subsidiaries
who is not an employee of the Corporation or any of its subsidiaries (a
"Non-Employee Director") shall receive an option in accordance with
Paragraph 6 below. As used herein, the term "subsidiary" means any
corporation at least 50% of whose outstanding voting stock is owned,
directly or indirectly, by the Corporation.
4. STOCK
The stock subject to the options shall be 100,000 shares of the
Corporation's authorized but unissued or re-acquired $1 par value common
stock hereafter sometimes called "capital stock". The aggregate fair
market value (as of the time of grant) of capital stock with respect to
which incentive options may be granted to any individual shall not cause
the total fair market value of such shares which, pursuant to the exercise
of options granted under the Plan, may be purchased for the first time in
any particular year to exceed $100,000. The limitation of 100,000 shares
established herein shall be subject to adjustment as provided in Article
6(f) of the Plan.
5. GRANT OF OPTION
On June 1, 1997, and each succeeding June 1 thereafter ending on June
1, 2001, a Non-Employee Director continuing, elected or re-elected as a
member of the Board shall receive an option to purchase 1,500 shares of
common stock of the Corporation.
6. TERMS AND CONDITIONS OF OPTIONS
(a) Option Price. The option price shall be 100% of the fair market
value of the shares of capital stock of the Corporation on each June 1
or the book value of the capital stock of the Corporation on each June 1
whichever is greater. The fair market value shall be deemed to be the
highest closing price of the capital stock on NASDAQ or similar exchange
on June 1, 1997 and each succeeding June 1 or, if no sale of the
Corporation's capital stock shall have been made on that date, on the
first preceding day on which there was a sale of such stock.
(b) Medium and Time of Payment. The option price payable upon the
exercise of all or part of the option and may be paid in cash, by check
or with the discretion of the Board with capital stock of the
Corporation.
(c) Term and Exercise of Options. No option shall be exercisable
after the expiration if its term or after ten years from the date it is
granted. Not less than ten shares may be purchased at any one time
unless the number purchased is the total number of shares at the time
purchasable under the option. During the lifetime of the optionee, the
option shall be exercisable only by optionee and shall not be assignable
or transferable, and no other person shall acquire any rights therein.
(d) End of Term of Director. The holder of any option issued
hereunder must exercise the option prior to the termination of his term
as a Director.
(e) Death of Optionee and Transfer of Option. If the optionee
shall die while a Director of the Corporation and shall not have fully
exercised the options, such option may be exercised, subject to the
condition that no option shall be exercisable after the expiration of
ten years from the date it is granted, to the extent of the optionee's
right to exercise such option at the time of his death, at any time
within one year after the optionee's death, by the executors or
administrators of the optionee or by any person or persons who have
acquired the option directly from the optionee by bequest or
inheritance. No option shall be transferable by the optionee otherwise
than by will or the laws of descent and distribution.
(f) Adjustments Upon Changes in Capitalization. Notwithstanding
any other provisions of the Plan, the option agreements may contain such
provisions as the Board shall determine to be appropriate for the
adjustment of the number and class of shares subject to each outstanding
option and the option prices in the event of changes in the outstanding
capital stock of the Corporation by reason of stock dividends,
recapitalization, mergers, consolidations, splitups, combinations or
exchanges of shares and the like, in the event of any such change in the
outstanding capital stock of the Corporation, the aggregate number and
class of shares available under the Plan and the maximum number of
shares as to which options may be granted to any individual shall be
appropriately adjusted by the Board, whose determination shall be
conclusive.
(g) Rights as a Stockholder. An optionee or a transferee of an
option shall have no rights as a stockholder with respect to any shares
covered by his option until the issuance of a stock certificate to the
optionee or transferee for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record
date is prior to the date such stock certificate is issued, except as
provided in Article 6(f) hereof.
7. AMENDMENT OF THE PLAN
The Board of the Corporation may, infsofar as permitted by law, from
time to time, with respect to any respect shares att he time not subject to
options suspend or discontinue the Plan or revise or amend it in any
respect whatsoever except that, without approval of the stockholders, no
such revision or amendment shall change the number of shares subject to the
Plan or decrease the price at which options may be granted.
8. APPLICATION OF FUNDS
The proceeds received by the Corporation from the sale of capital
stock pursuant to options will be used for general corporate purposes.
9. NO OBLIGATION TO EXERCISE OPTION
The granting of an option shall impose no obligation upon the optionee
to exercise such option.
10. APPROVAL OF STOCKHOLDERS
The Plan shall not take effect until approved by the holders of a
majority of the outstanding shares of capital stock of the Corporation,
which approval must occur within the period beginning twelve months before
and ending twelve months after the date the Plan is adopted by the Board
.
FIRSTBANK OF ILLINOIS CO.
205 South Fifth Street
Springfield, Illinois 62701
PROXY FOR 1997 ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned Shareholder(s) of FIRSTBANK OF ILLINOIS
CO., Springfield, Illinois, hereby appoint(s)
William J. Meyer, Jr. or William W. Patton, (with full power to act alone)
my true and lawful attorney with full power of substitution, to represent
and to vote as designated below all of the shares of the common stock of
said corporation standing in my name on its books on March 14, 1997, at the
Annual Meeting of its Shareholders to be held in the ballroom on the main
level of the Renaissance Springfield, 701 East Adams Street, Springfield,
Illinois 62701, on April 28, 1997, at 3:00 p.m., or at any adjournments
thereof:
1. ELECTION OF DIRECTORS
For all nominees Withhold authority to vote for all
listed below nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below.)
William R. Enlow Robert L. Sweney
William R Schnirring Richard E. Zemenick
2. APPROVE THE PROPOSED INCENTIVE STOCK OPTION PLAN.
For Against Abstain
3. APPROVE THE PROPOSED DIRECTORS STOCK OPTION PLAN.
For Against Abstain
4. In their discretion, the proxies are authorized to vote on such
other business as may properly come before the meeting.
This proxy when properly executed shall be voted in the manner
directed herein by the undersigned shareholder(s). If no direction is
made, this proxy shall be voted for all the nominees listed in Proposal 1.
The Board of Directors recommends a vote "FOR" each of the listed
propositions. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
(L.S.)
(L.S.)
(Signature of Shareholder)
Dated: , 1997
Signature(s) should be exactly as
appears on printed label affixed to
this proxy. All joint owners must
sign.
Proxy must be dated at time of
signature.
When signing as corporate
representative, attorney, executor,
administrator, trustee or guardian,
please give full title. If more
than one trustee, all should sign.
