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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
HIBERNIA 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] No fee required.
[_] 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 Act Rule 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:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[Hibernia Logo]
March 13, 2000
Dear Fellow Shareholder:
You are invited to attend the Annual Meeting of Shareholders of Hibernia
Corporation at 9:30 a.m. Tuesday, April 18, 2000. A notice that describes the
items on which you may vote and a Proxy Statement are enclosed.
The Meeting will be held at the Pan-American Life Center Auditorium, 11th
Floor, 601 Poydras Street, New Orleans, Louisiana. Free parking, on a limited
basis, will be available in the parking ramp at 601 Poydras Street (entrance
on Camp Street). If you park in this location, please bring your parking
ticket stub to the Meeting so that it can be validated for you.
At the Meeting you will be asked to
. elect four directors, each for a three-year term; and
. ratify the appointment of Ernst & Young LLP as independent auditors for
2000
Your Board of Directors recommends that you vote "FOR" each proposal.
Regardless of the number of shares you own, it is very important that you
vote them at the Meeting. You may vote either in person or by proxy. Even if
you plan to attend the Meeting, please take a moment now to call in your vote,
send it over the Internet, or sign, date and mail the enclosed proxy in the
postage-paid envelope so that your vote may be counted.
Sincerely,
/s/ Stephen A. Hansel
Stephen A. Hansel
President and Chief Executive
Officer
<PAGE>
HIBERNIA CORPORATION
P. O. Box 61540
New Orleans, Louisiana 70161
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 18, 2000
TO HIBERNIA SHAREHOLDERS:
The Annual Meeting of Shareholders of Hibernia Corporation (the "Company")
will be held in the Auditorium of the Pan-American Life Center, 11th Floor,
601 Poydras Street, New Orleans, Louisiana, at 9:30 a.m. on Tuesday, April 18,
2000. The following matters will be voted upon at the Meeting:
1. The election of four persons to serve as Directors of the Company until
the 2003 Annual Meeting of Shareholders or until their successors are
elected and qualified; and
2. The ratification of the appointment of Ernst & Young LLP as independent
auditors for the Company for 2000.
In addition, any other business that properly comes before the Meeting or
any adjournment or postponement thereof will be acted upon.
Shareholders of record at the close of business on February 25, 2000 are
entitled to notice of the Annual Meeting and to vote at the Meeting. If there
is any adjournment or postponement of the Meeting, those shareholders of
record will be entitled to vote at the adjournment or postponement as well.
Please read the accompanying Proxy Statement carefully for further
information concerning the proposals that will be presented at the Annual
Meeting. We encourage you to read the Proxy Statement before you vote your
shares.
Please call in your vote, send it over the Internet, or sign and date the
enclosed proxy and return it in the envelope provided as promptly as possible.
You may revoke your proxy in the ways described in the Proxy Statement.
By Order of the Board of Directors
/s/ Patricia C. Meringer
Patricia C. Meringer
Secretary
New Orleans, Louisiana
March 13, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROXY SOLICITATION AND VOTING OF PROXIES..................................... 1
Owners of 5% or More of the Company's Common Stock......................... 1
How Proxies Will Be Voted.................................................. 1
VOTING PROCEDURES............................................................ 2
Election of Directors...................................................... 2
Other Proposals............................................................ 2
PROPOSAL NO. 1 ELECTION OF DIRECTORS......................................... 3
Your Directors............................................................. 3
Directors Nominated to Serve Until the 2003 Annual Meeting............... 3
Directors Whose Terms Continue after the 2000 Annual Meeting............. 4
Beneficial Ownership of Stock by Directors and Executives.................. 6
Board Meetings and Committees.............................................. 8
Executive Compensation and Benefit Plans................................... 10
Annual Compensation...................................................... 10
Stock Option and Stock Appreciation Rights ("SARs") Grants............... 12
Compensation of Directors.................................................. 14
Employment Agreements and Change of Control Arrangements................... 16
Additional Information with Respect to Compensation Committee Interlocks
and Insider Participation in Compensation Decisions....................... 17
Report of the Executive Compensation Committee............................. 17
Stock Performance Graph.................................................... 24
Transactions with Related Parties.......................................... 26
Indebtedness of Related Parties............................................ 26
Compliance with Section 16(a) of the Securities Exchange Act of 1934....... 26
Vote Required and Recommendation........................................... 26
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS........... 27
Vote Required and Recommendation........................................... 27
SOLICITATION OF PROXIES...................................................... 27
SHAREHOLDER PROPOSALS........................................................ 28
OTHER MATTERS................................................................ 28
ANNUAL REPORT................................................................ 28
</TABLE>
i
<PAGE>
CERTAIN DEFINITIONS
We have capitalized certain terms and used them in this Proxy Statement
for ease of reference. Those terms and their definitions are included below:
Annual Meeting or Meeting: the 2000 Annual Meeting of Shareholders of
Hibernia Corporation
Bank: Hibernia National Bank, a subsidiary of the Company
Board or Board of Directors: the Board of Directors of Hibernia
Corporation
Common Stock: Class A Common Stock of Hibernia Corporation
Company or Hibernia: Hibernia Corporation
Director: a member of the Board of Directors of the Company
ESOP: the Employee Stock Ownership Plan of Hibernia Corporation
Executive(s): one or more of the five executive officers of Hibernia
included in the Summary Compensation Table and for whom compensation
information is included in this Proxy Statement (Mr. Stephen A. Hansel, Mr.
Randall E. Howard, Mr. K. Kirk Domingos III, Mr. J. Herbert Boydstun and Mr.
Richard G. Wright).
Non-Qualified Deferral Plan: a benefit plan of the Company, described in
the Company's 1997 Proxy Statement, that permits deferrals of salary and bonus
and also provides for a contribution by the Company to the extent of any
contribution limitations imposed on a participant in the Company's 401(k)
plan.
Non-Qualified Target Benefit Plan: a benefit plan of the Company,
described in the Company's 1997 Proxy Statement, that provides for
contributions by the Company to the extent that a participant's income after
retirement from all sources is anticipated to be less than 39% of his or her
salary at the time of retirement.
Record Date: February 25, 2000, the date on which one must be a
shareholder of record of the Company to be entitled to notice of and to vote
at the Meeting.
Supplemental Stock Compensation Plan: a benefit plan of the Company,
described in the Company's 1997 Proxy Statement, that provides for
contributions by the Company to the extent of any limitations imposed on
allocations to a participant in the Company's ESOP.
ii
<PAGE>
HIBERNIA CORPORATION
P. O. Box 61540
New Orleans, Louisiana 70161
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS
April 18, 2000
PROXY SOLICITATION AND VOTING OF PROXIES
------------------------------------------------------------------------------
Your proxy is solicited by the Board of Directors of Hibernia Corporation
for use at its 2000 Annual Meeting of Shareholders to be held at 9:30 a.m. on
Tuesday, April 18, 2000 in the Auditorium of the Pan-American Life Center,
11th Floor, 601 Poydras Street, New Orleans, Louisiana and any adjournment or
postponement of the Meeting. This Proxy Statement is being furnished in
connection with the Annual Meeting.
Only shareholders of record as of the close of business on February 25,
2000 are entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement of the Meeting. On February 25, 2000 there were
160,333,628 shares of Class A Common Stock, no par value issued. Of those
issued shares 160,163,628 shares are the only class of outstanding voting
securities. The remaining 170,000 shares are held in the Company's Treasury
and are not considered outstanding. Each share of outstanding Common Stock is
entitled to one vote on all matters to come before the Meeting.
This Proxy Statement, form of proxy and telephone or Internet voting
instructions are being sent to shareholders on or about March 13, 2000.
Owners of 5% or More of the Company's Common Stock
To the best knowledge of the Board of Directors, no shareholder
beneficially owned more than 5% of the Company's outstanding Common Stock as
of the Record Date.
How Proxies Will Be Voted
If a shareholder specifies in his proxy how his shares should be voted and
his proxy is properly executed and received prior to the Annual Meeting, the
shares represented by that proxy will be voted as specified. If a shareholder
makes no specification, the proxy will be voted FOR the election of the
nominees listed herein under "Election of Directors" and FOR Proposal 2. If
any other matters are considered at the Meeting, proxies will be voted by the
holder of the proxy in his or her discretion.
<PAGE>
If a proxy is voted ABSTAIN as to any proposal, the shares represented by
that proxy will not be considered a vote in favor of or against the proposal
so marked. Broker nonvotes (in which brokers fail to vote shares on behalf of
beneficial owners) will not be treated as present or represented at the
Meeting.
A proxy may be revoked by written notice to the Secretary of the Company.
A proxy may also be revoked by delivering a properly executed proxy that is
dated later than the previous proxy at any time prior to the time the original
proxy is voted. A proxy may also be revoked by a shareholder who attends and
votes in person at the Meeting.
VOTING PROCEDURES
------------------------------------------------------------------------------
Election of Directors
Directors are elected by a plurality of the votes of the shares present in
person or represented by proxy at the Annual Meeting. The four nominees
receiving the most votes will be elected as Directors of the Company, each to
serve a three-year term. Only shares that are voted in favor of a particular
nominee will be counted toward that nominee's achievement of a plurality.
Shares present at the Meeting that are not voted for a particular nominee or
shares present by proxy as to which the shareholder properly withheld
authority to vote for the nominee (including broker nonvotes) will not be
counted toward the nominee's achievement of a plurality.
Other Proposals
For purposes of the Annual Meeting, the affirmative vote of the majority
of the shares of Common Stock present in person or represented by proxy at the
Meeting for a particular matter (other than the election of Directors) is
required for the matter to be deemed an act of the shareholders. With respect
to abstentions, the shares are considered present at the Meeting for purposes
of the proposal. However, they are not votes for approval of the proposal, so
they will have the same effect as votes cast against the proposal. With
respect to broker nonvotes, the shares are not considered present at the
Annual Meeting for the proposal as to which the broker withheld authority.
Consequently, broker nonvotes are not counted with regard to the proposal, but
they reduce the number of affirmative votes required to approve the proposal
by reducing the total number of shares present or represented (from which a
majority is calculated).
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
------------------------------------------------------------------------------
You are being asked to elect four individuals as Directors. These
individuals will serve as Directors of the Company until the 2003 Annual
Meeting of Shareholders or until their respective successors have been duly
elected and qualified, if they are elected by the shareholders.
The Board of Directors has fixed the number of Directors at 17. The Board
is divided into three approximately equal classes with terms expiring in
successive years. Mr. J. Herbert Boydstun, whose term of office was scheduled
to expire in 2001, has agreed to transfer to the class whose term expires at
the 2000 Annual Meeting in order to equalize the number of directors in each
class. When Mrs. Virginia E. Weinmann and Mr. Robert E. Zetzmann retire at the
Annual Meeting, the number of directors will be reduced to 15.
The individuals who have been nominated for election at the Annual Meeting
are listed below under the caption "Directors Nominated to Serve Until the
2003 Annual Meeting." Each nominee is currently a Director of the Company and
was elected by the shareholders at a previous annual meeting.
If any nominee for election as a Director is unable or unwilling to serve,
the persons named in the accompanying proxy will vote for the other nominees
and any substitute nominees that the Board of Directors may nominate. The
Board has no reason to believe that any nominee will be unable or unwilling to
serve.
The information included below also contains biographical and other data
concerning Directors whose terms of office continue after the 2000 Annual
Meeting.
A Director who has attained the age of 71 generally is required by the
Bylaws to retire at the next annual meeting of shareholders. Under certain
circumstances the Board of Directors may permit a Director to remain in office
beyond that time and until expiration of the Director's term.
Your Directors
Directors Nominated to Serve Until the 2003 Annual Meeting
J. Herbert Boydstun, age 53, is Chairman of the Southwest Region of
Hibernia Corporation and Hibernia National Bank. Mr. Boydstun formerly served
as President of First Bancorp of Louisiana, Inc. (West Monroe, Louisiana),
which Hibernia acquired by merger in 1994. Mr. Boydstun has been a Director of
the Company since 1994.
Dick H. Hearin, age 65, formerly served as the Managing Partner of Hearin
Properties, which engages in real estate investments and is headquartered in
Baton Rouge. Mr. Hearin has served on Hibernia's Board since 1986.
3
<PAGE>
Donald J. Nalty, age 66, is the retired Vice Chairman of Corporate
Development for Hibernia Corporation and Hibernia National Bank and now serves
Hibernia National Bank as a business development consultant. Mr. Nalty has
served on Hibernia's Board since 1966.
Robert T. Ratcliff, age 57, is the President and Chief Executive Officer
of Ratcliff Construction Company, Inc., a commercial and industrial
construction company headquartered in Alexandria, Louisiana. Mr. Ratcliff is
also a director of Central Louisiana Electric Company, Inc. Mr. Ratcliff
joined Hibernia's Board in 1994.
Directors Whose Terms Continue After the 2000 Annual Meeting
Directors Whose Terms Continue Until the 2001 Annual Meeting
Robert H. Boh, age 69, is the Chairman of the Board and has served
Hibernia as a Director since 1968. Mr. Boh is also the Chairman and former
President and Chief Executive Officer of Boh Bros. Construction Co., LLC and
Boh Company, LLC, construction companies headquartered in New Orleans. Mr. Boh
is also a director of Tidewater Inc.
E. R. "Bo" Campbell, age 59, is the Vice Chairman of the Board of Hibernia
Corporation and Hibernia National Bank. Mr. Campbell is also the Chairman of
Campbell Companies. He is active in oil and gas and land and timber
investments. Mr. Campbell served as Chairman of the Board of Pioneer
Bancshares Corporation (Shreveport, Louisiana), which Hibernia acquired by
merger in 1994. Mr. Campbell has been a Director of the Company since 1994.
Richard W. Freeman, Jr., age 61, has served as a member of the Company's
Board since 1981. Mr. Freeman is the proprietor of the Oak Hill Ranch, which
engages in livestock ranching.
Stephen A. Hansel, age 52, is the President and Chief Executive Officer of
Hibernia Corporation and Hibernia National Bank. Mr. Hansel has held that
position since 1992, when he joined Hibernia and its Board of Directors.
Elton R. King, age 53, is retired Group President--Network & Carrier
Services and a retired director of BellSouth Telecommunications, Inc., a
public utility headquartered in Atlanta, Georgia. Mr. King joined Hibernia's
Board in 1994.
Dr. James R. Peltier, age 69, is a retired oral and maxillofacial surgeon
in Thibodaux, Louisiana and formerly served as the Chairman of the Board of
ArgentBank, which Hibernia acquired by merger in 1998. Dr. Peltier has been a
Director of the Company since 1998.
Directors Whose Terms Continue Until the 2002 Annual Meeting
Robert T. Holleman, age 69, is an independent geologist serving the oil
and gas exploration industry. Mr. Holleman is also the Chairman of Hibernia
National Bank's Lafayette City Board of Directors. Mr. Holleman has served as
a Director of Hibernia since 1986.
4
<PAGE>
Sidney W. Lassen, age 65, is the Chairman of the Board and Chief Executive
Officer of Sizeler Property Investors, Inc., a public company qualified as a
Real Estate Investment Trust, and Chairman of Sizeler Realty Co. Mr. Lassen
has served as a Director of Hibernia since 1985.
William C. O'Malley, age 62, is the Chairman of the Board, President and
Chief Executive Officer of Tidewater Inc., a public offshore marine
transportation, shipyard facilities and containerized shipping company
headquartered in New Orleans. Mr. O'Malley joined Hibernia's Board in 1995.
Ray B. Nesbitt, age 66, is the retired President of Exxon Chemical Company
in Houston, Texas and also serves as a director of the Federal Reserve Bank of
Dallas--Houston Branch. Mr. Nesbitt joined Hibernia's Board in 1999.
Janee M. "Gee" Tucker, age 53, is the President and Chief Operating
Officer of Tucker and Associates, Inc., a management consulting firm
headquartered in New Orleans. Ms. Tucker joined Hibernia's Board in 1995.
5
<PAGE>
Beneficial Ownership of Stock by Directors and Executives
The following table shows the amount of Common Stock beneficially owned by
each Director and Executive. The table also shows the total number of shares
owned by all Directors and executive officers of Hibernia.
<TABLE>
<CAPTION>
Exercisable Percent of
Name Common Stock(1) Stock Options(2) Outstanding Stock
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert H. Boh 88,335(3) 28,321 *
- ------------------------------------------------------------------------------
J. Herbert Boydstun 470,150(4) 123,750 *
- ------------------------------------------------------------------------------
E. R. "Bo" Campbell 4,571,688(5) 16,250 2.80%
- ------------------------------------------------------------------------------
Richard W. Freeman, Jr. 45,762 28,321 *
- ------------------------------------------------------------------------------
Stephen A. Hansel 314,693(6) 2,045,802 1.44%
- ------------------------------------------------------------------------------
Dick H. Hearin 63,320(7) 28,321 *
- ------------------------------------------------------------------------------
Robert T. Holleman 43,577 28,321 *
- ------------------------------------------------------------------------------
Elton R. King 6,760(8) 21,250 *
- ------------------------------------------------------------------------------
Sidney W. Lassen 242,438(9) 26,766 *
- ------------------------------------------------------------------------------
Donald J. Nalty 110,055(10) 38,836 *
- ------------------------------------------------------------------------------
Ray B. Nesbitt 227,453(11) 5,000 *
- ------------------------------------------------------------------------------
William C. O'Malley 6,163 16,250 *
- ------------------------------------------------------------------------------
James R. Peltier 347,154(12) 7,500 *
- ------------------------------------------------------------------------------
Robert T. Ratcliff 40,357(13) 26,250 *
- ------------------------------------------------------------------------------
Janee M. "Gee" Tucker 3,491(14) 16,250 *
- ------------------------------------------------------------------------------
Certain Executive
Officers
- ------------------------------------------------------------------------------
Stephen A. Hansel ** **
- ------------------------------------------------------------------------------
Randall E. Howard 48,221(15) 32,500 *
- ------------------------------------------------------------------------------
K. Kirk Domingos III 31,784(16) 153,281 *
- ------------------------------------------------------------------------------
J. Herbert Boydstun ** **
- ------------------------------------------------------------------------------
Richard G. Wright 20,092(17) 170,000 *
- ------------------------------------------------------------------------------
All Directors, Nominees
and Executives (as
defined in this Proxy
Statement) 6,681,493 2,812,969 5.80%
- ------------------------------------------------------------------------------
All Directors, Nominees
and Executive Officers
as a Group (23
persons) 6,834,876 3,429,993 6.27%***
</TABLE>
- --------
* Less than 1 percent
** Mr. Hansel and Mr. Boydstun are also Directors; see listing above.
*** Calculated based upon the actual number of shares outstanding on February
25, 2000 plus the shares subject to currently exercisable options.
(1) Except as otherwise indicated, stock ownership information is given as
of February 25, 2000 and includes shares that the individual has the
right to acquire (other than by exercise of stock options) within 60
days of the date of this Proxy Statement. Information relating to shares
held in employee benefit plans of the Company is as of December 31,
1999.
6
<PAGE>
(2) For purposes of this table, options are "exercisable" if they may be
exercised within 60 days of the date of this Proxy Statement, regardless
of whether they are "in-the-money."
(3) Includes 15,742 shares owned by Mr. Boh's wife as to which he disclaims
beneficial ownership.
(4) Includes 3,253 shares credited to Mr. Boydstun as of December 31, 1999
under the Company's Retirement Security Plan and 1,336 shares credited as
of December 31, 1999 under the Company's ESOP. Also includes 2,500 shares
held as custodian for Mr. Boydstun's daughter, 2,500 shares held as
custodian for Mr. Boydstun's son, 2,500 shares held by Jennifer Boydstun
Russ and 12,632 shares of restricted stock over which Mr. Boydstun has
voting power and limited dispositive power.
(5) Includes 7,177 shares credited to Mr. Campbell as of December 31, 1999
under the Company's Retirement Security Plan, 1,336 shares credited as of
December 31, 1999 under the Company's ESOP, 1,500,000 shares held in
Campbell Capital, L.L.C., 25,000 held in Campbell Family Foundation and
846,674 shares held by family members over which Mr. Campbell has voting
power only.
(6) Includes 35,741 shares held by Mr. Hansel's former spouse. Also includes
10,234 shares credited to Mr. Hansel as of December 31, 1999 under the
Company's Retirement Security Plan, 1,336 shares credited as of December
31, 1999 under the Company's ESOP, 7,793 shares held as custodian for Mr.
Hansel's children and grandchildren and 104,620 shares of restricted
stock over which Mr. Hansel has voting power and limited dispositive
power.
(7) Includes 13,932 shares held in trusts of which Mr. Hearin is co-trustee
with Hibernia National Bank. Mr. Hearin disclaims beneficial ownership of
the shares held in those trusts.
(8) Includes 1,226 shares held in a KEOGH Plan of which Mr. King is the
administrator.
(9) Includes 4,703 shares and 4,902 shares, respectively, held by each of two
trusts of which Mr. Lassen is a trustee and as to which he has sole
voting power. Mr. Lassen disclaims beneficial ownership of the shares
held by these trusts. Also includes 5,491 shares owned by Mr. Lassen's
wife as to which he disclaims beneficial ownership, 71,088 shares
beneficially owned by a limited liability company of which Mr. Lassen is
the operating manager and in which his wife owns a 50% interest, 28,588
shares beneficially owned by a limited partnership of which Mr. Lassen is
the manager of the general partner and in which Mr. Lassen's wife owns an
interest of approximately 35% and 42,500 shares owned by an estate in
which Mr. Lassen's wife and brother-in-law each own a 50% beneficiary
interest.
(10) Includes 47,419 shares credited to Mr. Nalty as of December 31, 1999
under the Company's Retirement Security Plan, 5,413 shares credited as of
December 31, 1999 under the Company's Pension Equalization Plan and 1,336
shares credited as of December 31, 1999 under the Company's ESOP.
(11) Includes 26,247 shares owned by Mr. Nesbitt's wife as to which he
disclaims beneficial ownership.
(12) Includes 1,632 shares owned by Dr. Peltier's wife as to which he
disclaims beneficial ownership and 61,513 shares owned by an adult child
for whom he has Power of Attorney.
(13) Includes 26,989 shares owned by a corporation of which Mr. Ratcliff is
president and chief executive officer.
(14) Includes 218 shares owned by corporations of which Ms. Tucker is chief
operating officer.
(15) Includes 9,376 shares credited to Mr. Howard as of December 31, 1999
under the Company's Retirement Security Plan and 300 shares credited as
of December 31, 1999 under the Company's ESOP.
(16) Includes 106 shares held as custodian for Mr. Domingos' daughter and 102
shares held as custodian for Mr. Domingos' son. Also includes 8,240
shares credited to Mr. Domingos as of December 31, 1999 under the
Company's Retirement Security Plan, 1,336 shares credited as of December
31, 1999 under the Company's ESOP and 19,000 shares of restricted stock
over which Mr. Domingos has voting power and limited dispositive power.
(17) Includes 962 shares credited to Mr. Wright as of December 31, 1999 under
the Company's Retirement Security Plan, 1,336 shares credited as of
December 31, 1999 under the Company's ESOP and 17,685 shares of
restricted stock over which Mr. Wright has voting power and limited
dispositive power.
7
<PAGE>
Board Meetings and Committees
Number of Meetings and Membership on Committees
The Hibernia Board had the following committees during 1999:
. Executive (5 meetings)
. Audit (4 meetings)
. Executive Compensation (6 meetings)
. Board Governance ( 1 meeting)
. Credit (6 meetings)
. Trust (4 meetings)
The functions of each of these committees are described in detail below.
The following table shows the committees on which each member of the Board of
Directors serves.
<TABLE>
<CAPTION>
Executive Board
Name Board Audit Executive Compensation Governance Credit Trust
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert H. Boh * *
- -------------------------------------------------------------------------------------
J. Herbert Boydstun x x x
- -------------------------------------------------------------------------------------
E. R. "Bo" Campbell ** x x *
- -------------------------------------------------------------------------------------
Richard W. Freeman, Jr. x x x x
- -------------------------------------------------------------------------------------
Stephen A. Hansel x x
- -------------------------------------------------------------------------------------
Dick H. Hearin x x x
- -------------------------------------------------------------------------------------
Robert T. Holleman x x x
- -------------------------------------------------------------------------------------
Elton R. King x x x * x
- -------------------------------------------------------------------------------------
Sidney W. Lassen x x x
- -------------------------------------------------------------------------------------
Donald J. Nalty x x x
- -------------------------------------------------------------------------------------
Ray B. Nesbitt x x x
- -------------------------------------------------------------------------------------
William C. O'Malley x * x x
- -------------------------------------------------------------------------------------
Dr. James R. Peltier x x x *
- -------------------------------------------------------------------------------------
Robert T. Ratcliff x x x
- -------------------------------------------------------------------------------------
Janee M. "Gee" Tucker x x x
- -------------------------------------------------------------------------------------
Virginia E. Weinmann x x x
- -------------------------------------------------------------------------------------
Robert E. Zetzmann+ x x x *
</TABLE>
- --------
* Chairman
** Vice Chairman
+ Mr. Zetzmann will retire as of the Annual Meeting.
8
<PAGE>
Functions of the Committees of the Board
The Executive Committee has all of the power and authority of the Board of
Directors except any power and authority that has been delegated to another
committee of the Board or that may not by law be delegated to a committee of a
board of directors.
The Audit Committee of the Company performs the following functions:
. supervises the Company's internal audit function and general auditor;
. directs an examination of the Company's affairs at least annually; and
. reviews regulatory examination reports on the Company and its
subsidiaries, internal audit reports and audit reports issued by the
Company's independent auditors.
The Executive Compensation Committee, among other things, performs the
following functions:
. establishes the salary, bonus and other compensation of the Company's
CEO;
. reviews and approves salaries, bonuses and other compensation of certain
officers of the Company and its subsidiaries;
. reviews and approves compensation plans and policies for employees of
the Company and its subsidiaries;
. administers the Company's executive compensation plans;
. supervises compliance by the Company and its subsidiaries with laws and
regulations relating to the hiring, promotion and welfare and benefits
of employees of the Company and its subsidiaries; and
. recommends management development and succession plans for the Company
and its subsidiaries.
The Board Governance Committee, among other things, performs the following
functions:
. screens and recommends potential candidates for membership on the Board;
. recommends terms of office for Directors and the number of Directors to
comprise the full Board;
. recommends retirement policies for nonemployee Directors;
. reviews the performance of Directors;
. monitors the orientation process for new Directors; and
. reviews and recommends modifications to the Company's system of
compensation for Directors.
9
<PAGE>
The Credit Committee oversees the lending and credit functions of the
Company's banking subsidiaries. The Committee's responsibilities include,
among other things:
. review and approval of the overall credit policies and procedures of the
Bank;
. review and approval of lending authorities and exceptions; and
. review and approval of the policy and methodology for the Reserve for
Possible Loan Losses and certain aspects of the Bank's strategic plans
(subject to approval by the Board of Directors of the Bank).
The Trust Committee exercises general oversight of the Trust activities of
the Bank.
Board Meetings and Attendance
During 1999, there were eight meetings of the Company's Board of
Directors. All of the Company's Directors attended at least 75% of the
aggregate number of meetings of the Board of Directors and of the committees
of which they were members during the year.
Executive Compensation and Benefit Plans
Annual Compensation
The following table sets forth certain information regarding the
compensation paid by the Company and its subsidiaries to the Executives. The
table includes compensation paid to or earned by these individuals during
1999. The table includes Mr. Hansel, the Chief Executive Officer, and each of
the four most highly compensated (based upon salary and bonus for 1999)
executive officers of the Company other than Mr. Hansel.
10
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation Awards
---------------------- -----------------------------------------
Securities
Underlying
Options/SARs LTIP All Other
Name and Principal Awarded Payouts (2) Compensation (4)
Position (1) Year Salary Bonus (shares) ($) ($)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Hansel 1999 $625,000 $150,000 175,000 $ 0 $204,453
President and Chief 1998 611,250 606,159 150,000 1,019,365 183,642
Executive Officer 1997 546,667 502,884 125,000 0 158,209
- -----------------------------------------------------------------------------------------
Randall E. Howard(3) 1999 $394,375 $100,000 50,000 $ 0 $113,211
Chairman/Southeast 1998 375,994 208,760 65,000 0 13,128
Region 1997 N/A N/A N/A N/A N/A
- -----------------------------------------------------------------------------------------
K. Kirk Domingos III 1999 $247,500 $ 90,000 50,000 $ 0 $114,844
Senior Executive Vice 1998 240,000 172,418 50,000 341,860 82,129
President 1997 206,667 135,000 40,000 0 70,557
- -----------------------------------------------------------------------------------------
J. Herbert Boydstun 1999 $230,625 $ 75,000 50,000 $ 0 $ 75,870
Chairman/Southwest 1998 222,500 167,225 50,000 341,860 71,136
Region 1997 210,000 135,000 45,000 0 55,059
- -----------------------------------------------------------------------------------------
Richard G. Wright 1999 $204,499 $ 55,000 45,000 $ 0 $ 49,770
Senior Executive Vice
President 1998 200,000 106,000 50,000 298,351 47,728
and Chief Credit
Officer 1997 177,917 80,000 45,000 0 41,748
</TABLE>
- --------
(1) Except as otherwise indicated, each Executive served in the capacity noted
throughout each of the three years reflected in the table.
(2) The value of restricted shares awarded upon payout of the Company's 1995-
1997 Performance Share Awards Plan based upon a fair market value (based
upon the average of the high and low trading prices) on the date of payout
of $18.2813 per share.
(3) Mr. Howard became an executive officer of the Company upon the merger of
ArgentBank into Hibernia National Bank on February 1, 1998.
11
<PAGE>
(4) The following is an explanation of all other compensation contributed or
paid to the Executives by the Company:
<TABLE>
<CAPTION>
Plan Years Mr. Hansel Mr. Howard Mr. Domingos Mr. Boydstun Mr. Wright
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Retirement Security Plan 1999 $8,000 $8,000 $8,000 $8,000 $8,000
1999 8,000 8,000 8,000 8,000 8,000
1997 8,000 N/A 8,000 8,000 8,000
- --------------------------------------------------------------------------------------------
ESOP 1999 3,040 3,040 3,040 3,040 3,040
1998 5,128 5,128 5,128 5,128 5,128
1997 4,408 N/A 4,408 4,408 4,408
- --------------------------------------------------------------------------------------------
Non-Qualified Deferral
Plan 1999 53,885 21,969 13,015 11,781 7,525
1998 48,006 0 11,023 9,875 6,000
1997 31,833 N/A 8,333 9,499 6,896
- --------------------------------------------------------------------------------------------
Supplemental Stock 1999 19,449 7,866 4,617 4,169 2,624
Compensation Plan 1998 17,290 0 6,723 6,117 3,703
1997 30,064 N/A 4,466 5,103 3,682
- --------------------------------------------------------------------------------------------
Non-Qualified Target 1999 57,852 60,212 49,517 33,398 17,333
Benefit Plan 1998 44,569 0 28,922 25,743 13,172
1997 18,605 N/A 0 11,040 6,591
- --------------------------------------------------------------------------------------------
Split-Dollar Life 1999 31,393 0 10,272 0 0
Insurance (Policy I)* 1998 28,333 0 9,570 0 0
1997 31,609 N/A 11,600 0 0
- --------------------------------------------------------------------------------------------
Split-Dollar Life 1999 30,834 12,124 26,383 15,482 11,248
Insurance (Policy II)* 1998 32,316 0 27,910 16,273 11,725
1997 33,690 N/A 33,750 17,009 12,171
</TABLE>
- --------
* The Company maintains Split-Dollar Life Insurance policies for Messrs.
Hansel and Domingos from two different insurers and policies (noted in the
table as Policy II) from one insurer for each of the other Executives.
Stock Option and Stock Appreciation Rights ("SARs") Grants
The Company granted stock options to each of the Executives during 1999.
The Company also granted stock options to 865 other employees during the year.
The Executive Compensation Committee determined the number of options that
were granted to Mr. Hansel. All of the Executives (including Mr. Hansel) and
employees who received stock options were granted options under the Long-Term
Incentive Plan. All of these stock options have vesting schedules that permit
exercise of 50% of the shares to which the options relate two years after the
date of grant, an additional 25% of the shares three years after the date of
grant and the remaining shares four years after the date of grant. The options
terminate ten years after their date of grant if they have not been previously
exercised. In addition, the options become immediately exercisable as to all
shares to which they relate upon certain changes of control of the Company. No
change of control for this purpose has occurred as of the date of this Proxy
Statement. All of the stock options granted to all employees during 1999 were
nonqualified stock options.
The Company has not granted any SARs in connection with any outstanding
options and did not grant any SARs during 1999.
12
<PAGE>
A table follows that shows the stock options granted to the Executives
during 1999, as well as other information relating to those options. The
amounts included in the "Grant Date Value" column of the table are the
respective present values of the options on the date of grant. The Company
used the Black-Scholes option valuation model in determining this value.
Options granted to each of the Executives were granted on January 26,
1999. In valuing these options, the following assumptions were used:
. all options would be held for the entire 10-year term;
. a risk-free rate of 4.87%;
. a dividend yield of 2.61%; and
. stock price volatility of 29.11%.
The Black-Scholes model resulted in a per share grant date present value
for these options of $5.23.
The risk-free rate used is the 10-year Treasury rate on the date the
options were granted. This rate reflects both the 10-year term of the options
and the fact that they are being valued as of a specified point in time (the
date of grant). The value determined in accordance with that calculation was
then adjusted downward by 5% to reflect that the options are not transferable.
(The Black-Scholes model assumes that the options are transferable.) The value
was further adjusted downward by 8.1% (slightly less than 3% per year) to
reflect the risk that the option will terminate prior to its becoming
exercisable. (The Black-Scholes model also assumes that the options are fully
exercisable immediately.)
The assumptions described above are only assumptions. The actual risk-free
rate, dividend yield and volatility may vary from the model. If the actual
amounts differ from the assumptions, the value of the options shown in the
table would change as well. Consequently, the amounts included in the Grant
Date Value column of the table do not necessarily reflect either the future
stock value or the amount that the Executives may realize if they exercise
their options and sell the underlying shares. Any gain recognized by an
Executive on exercise of his option(s) and sale of all or any portion of the
underlying shares may be greater or less than the amounts shown in the table.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants Grant Date Value
---------------------------------------- ---------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Grant Date
Options/ Employees in Exercise Price Expiration Present
Name SARs Granted Fiscal Year ($/Share) Date Value ($)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mr. Hansel 175,000 7.2579% 16.0938 01/26/09 $915,250
- ------------------------------------------------------------------------------
Mr. Howard 50,000 2.0737% 16.0938 01/26/09 $261,500
- ------------------------------------------------------------------------------
Mr. Domingos 50,000 2.0737% 16.0938 01/26/09 $261,500
- ------------------------------------------------------------------------------
Mr. Boydstun 50,000 2.0737% 16.0938 01/26/09 $261,500
- ------------------------------------------------------------------------------
Mr. Wright 45,000 1.8663% 16.0938 01/26/09 $235,350
</TABLE>
13
<PAGE>
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values
The following table shows certain information concerning all options
granted to the Executives by the Company. The Company did not grant any SARs
to any of the Executives during 1999, and there are no SARs outstanding
relating to any options granted by the Company.
<TABLE>
<CAPTION>
Number of
Securities
Underlying
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year-End Fiscal Year-End
Exercised Shares (shares) ($)(1)
- --------------------------------------------------------------------------------
Shares Acquired Value Realized Exercisable(E)/ Exercisable(E)/
Name on Exercise on Exercise Unexercisable(U) Unexercisable(U)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Hansel 0 0 1,908,302(E) $6,588,005(E)
418,750(U) $ 13,672(U)
- --------------------------------------------------------------------------------
Mr. Howard 0 0 0(E) $ 0(E)
115,000(U) $ 0(U)
- --------------------------------------------------------------------------------
Mr. Domingos 0 0 109,531(E) $ 221,395(E)
128,750(U) $ 3,828(U)
- --------------------------------------------------------------------------------
Mr. Boydstun 0 0 78,750(E) $ 122,109(E)
131,250(U) $ 3,828(U)
- --------------------------------------------------------------------------------
Mr. Wright 0 0 125,000(E) $ 272,969(E)
127,500(U) $ 4,063(U)
</TABLE>
- --------
(1) For each option, the value is determined as follows: [number of shares
subject to option] times [$10.625 minus the exercise price per share]. The
$10.625 price was the closing market price of the Company's Common Stock
on December 31, 1999.
Compensation of Directors
The following table shows the compensation payable to the independent
directors (those who are not officers of the Company or the Bank) during 1999:
<TABLE>
<CAPTION>
Position Retainer Per Meeting
- ---------------------------------------------
<S> <C> <C>
Chairman of the Board $50,000 $1,500
- ---------------------------------------------
Board Member $12,600 $1,200
- ---------------------------------------------
Committee Chairman 0 $1,500
- ---------------------------------------------
Committee Member 0 $1,200
</TABLE>
The retainer for the Chairman of the Board is in addition to the annual
retainer for a Board member. Mr. Campbell, who currently serves as Vice
Chairman, is an officer of the Company and therefore does not receive
compensation as a Director. All meeting fees are paid in cash.
In addition, Mr. Nalty, who served as a full-time employee of the Bank
until his retirement in September 1998, provides consulting services to the
Bank. These services are
14
<PAGE>
required by a contract between Mr. Nalty and the Bank that provides for a
consulting fee equal to $5,000 per month to be paid to Mr. Nalty in exchange
for the services. The contract includes a three-year term but may be
terminated earlier by the parties on certain conditions and prohibits Mr.
Nalty from engaging in activities that would compete with the business of the
Bank in the New Orleans area banking market.
Payment of Retainer Fees in Stock
Directors of Hibernia may elect to take all or a portion of their annual
retainer fees in Common Stock rather than cash. If a director elects stock,
rather than cash, he or she is given a number of shares the value of which is
equal to 1.2 times the amount of the retainer to be taken as stock. For
example, if a Board member other than the Chairman elected to take his or her
entire retainer in stock, he or she would receive stock valued at $15,120. For
purposes of this calculation, the value of the Company's stock on the date of
the Annual Meeting is used to determine the number of shares to be granted.
This policy was adopted in 1996 and approved by Hibernia shareholders at the
1997 Annual Meeting.
On the date of the 1999 Annual Meeting, the value of Hibernia Common Stock
for this purpose was $12.5313. The value of all retainer fees paid to
directors in stock in 1999 was $98,232.86 (valued as of the date of the 1999
Annual Meeting). An additional $144,500 in retainer fees were paid in cash in
1999. Six of the directors elected to take all of their retainer fees in
stock, and one elected to take a portion of his retainer in stock. Seven
Directors elected to receive their entire retainer fees in cash.
Deferred Compensation Plan
The Company maintains a deferred compensation plan for Directors pursuant
to which a Director may defer payment of fees receivable by him or her for
service as a Director. For the first three months of 1999 deferred amounts
accrued interest equal to the Treasury rate on April 1, 1998 less .25%. The
rate for that period was 5.12%. For the last nine months of 1999 deferred
amounts accrued interest equal to the Treasury rate on April 1, 1999 less
.25%. The rate for that period was 4.48%.
Retirement Policies
If a Director serves on the Board of the Company for at least 15 years and
resigns thereafter in good standing, he or she will be considered to have
retired. If a Director who is not an employee of the Company upon his or her
retirement served on the Board of Directors of the Company prior to 1993 (the
point in time at which the Company began granting stock options to Directors
annually), then he or she will be entitled to receive a stock gift upon
retirement. Taxes on this gift are paid by the Company. The number of shares
of Common Stock that will be granted to the Director depend upon the number of
years of service on the Board of Directors, with a maximum grant of 5,000
shares. Directors who were granted stock options under the 1993 Director Stock
Option Plan who retire prior to vesting of all of the options previously
granted to them will be entitled to exercise their options as to all shares
(whether or not vested prior to retirement) so long as those options are
exercised within one year after the date of retirement.
15
<PAGE>
Employment Agreements and Change of Control Arrangements
Mr. Hansel serves as President and Chief Executive Officer of the Company
pursuant to a written employment agreement with the Company, which was
effective as of March 26, 1992, and was described in detail in the Company's
Proxy Statement relating to its 1993 Annual Meeting of Shareholders.
The agreement includes an initial term of three years. Beginning in 1993,
the contract is automatically renewed each year for an additional year, absent
a termination of the agreement. The initial term of the agreement was extended
for an additional year in each of the years from 1993-1999. The agreement was
renewed in March 1999, and is now scheduled to expire in March 2002.
None of the other Executives currently serves pursuant to an employment
agreement, except Mr. Howard. Mr. Howard executed an employment contract in
connection with the Company's merger with the bank of which he served as
president prior to the merger. This contract provides for the payment of
annual salary, bonus and incentives in the discretion of the Company and
entitlement to certain other benefits available to employees in similar
positions within the Company, as well as a noncompetition agreement in favor
of the Company. Mr. Howard's contract expires in 2002. Mr. Boydstun executed
an employment agreement with the Company when the Company merged with the
banks of which he served as president prior to the merger, and that contract
expired in 1997.
Each of the Executives other than Mr. Hansel has a change of control
employment agreement with the Company that, among other things, assures the
individual of at least two years employment (or payment for that period) in
the event of a change of control of the Company. Those agreements permit the
individuals to resign one year after the change of control and be paid for the
remaining term of the contract. Mr. Hansel's contract includes similar
provisions that protect his income through the unexpired term of his contract
if there is a change of control of the Company.
Certain of the Company's benefit plans also include provisions relating to
a change of control. These provisions have the effect of varying the benefits
payable at that time from those that would be payable if no change of control
had occurred. In particular, the deferral plan available to executives and
senior managers permits participants to defer all or a portion of their annual
bonus. This plan provides that participants may opt out of the plan upon a
change of control and receive all of their contributions, as well as the
Company's payment of earnings on those contributions as required by the plan,
at that time. The Company's Supplemental Employee Stock Ownership Plan, which
provides for contributions by the Company to the participants' accounts in
amounts equal to the difference between the cash or value of stock that would
have been allocated to the participant's qualified ESOP account if the
qualified plan limitations did not apply, also permits participants to elect
to opt out of the plan on a change of control. If a participant in this plan
elects to opt out, 90% of the value of his account will be distributed to him.
All of the benefit plans adopted by the Company in 1996 in which executive and
senior managers may participate require that the Company's
16
<PAGE>
obligations under the plans be assumed by any company that is a party to a
merger in which the Company is not the surviving entity.
Additional Information with Respect to Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
None of the members of the Executive Compensation Committee was an officer
or employee of the Company or any of its subsidiaries during 1999. None of
these individuals is a former officer of the Company or any of its
subsidiaries.
Report of the Executive Compensation Committee
BACKGROUND AND OVERALL POLICY
The Company's current compensation program was developed in 1992 and has
been refined since that time in response to the Company's operating results
and to the overall market conditions affecting the Company's peer group of
regional banks. The primary objectives of this program have not changed since
that time and have been described in the reports of this Committee in previous
years.
Competitive Market
Executive and Senior Management are recruited from a national labor market
of other banking organizations. Salary rates for these positions are developed
by considering the responsibility of each position relative to comparable
positions in other organizations of similar size that compete in similar
businesses and business lines with the Company. However, base salaries are not
necessarily maintained at the same level as those at other companies. The
CEO's compensation is determined in part on an analysis of compensation
provided by a peer group of regional bank holding companies. This peer group
is also used to measure the Company's stock performance in the Stock
Performance Graph that appears elsewhere in this Proxy Statement. The
Committee believes that the CEO's position is the only position that is truly
comparable among the members of the peer group, and, consequently, it is the
only position within the Company that is compared solely to the peer group for
purposes of this analysis.
Middle Management and Professional staff are generally recruited from
other banks in the Southeastern and South Central United States, but in some
cases are recruited nationally. The Company establishes salary rates for these
positions by comparing them to similar positions in other banks but generally
emphasizes the experience level of the individual more than the size of the
employing organization in this process.
Nonexempt and Supervisory positions are recruited from a local labor
market. The Company establishes salary rates relative to other banks and
similar positions (such as customer service positions) in local companies.
17
<PAGE>
Base Salaries
Consistent with its objective to minimize fixed expenses, the Committee
sets salaries for all executive and senior management employees of the Company
at a lower rate than the midpoint of the market. This principle was applied in
granting salary increases, if any, in 1999, and is expected to be applied in
the future. Bonuses will occasionally be paid to attract new executive and
senior managers to the Company, and these bonuses are considered when
determining the overall compensation for those individuals.
The compensation strategy for the Company's Senior Executive Vice
Presidents is the same as the strategy for the rest of executive management,
with salaries established at a level that is below the midpoint of the market
rate for the position. During 1999, one senior manager was promoted to the
Executive Vice President level. He was promoted to a position that included a
significant increase in responsibilities, and his salary was adjusted to
reflect the change.
Hibernia's policy is to set salaries for executive and senior management
at a level that is generally below the midpoint of the market rate for the
particular job. During 1999, executives were paid at a rate that was an
average of 12% below the market rate. Senior management salaries are set at a
level which during 1999 was an average of 14% below the relevant market rates.
The Committee plans to review salaries of executive management in the first
quarter of 2000 and make any appropriate adjustments at that time.
Salaries for most other employees in the Company are set at or below the
midpoint of a range of competitive rates and are managed so that the largest
increases go to individuals who exhibit superior performance and whose pay is
lowest relative to the market. Matters of internal equity are also considered.
Total increases for this group will be consistent with competitive trends
within the applicable market.
Annual Cash Incentives
The Committee believes that executive incentives must balance short-term
and long-term objectives and that long-term focus is best achieved through
long-term stock ownership, which is provided through grants under the
Company's Long-Term Incentive Plan. However, to provide reward and encourage
short-term decisions that result in positive long-term performance, the
Committee also believes that managers should be rewarded through annual cash
bonuses. Annual cash bonuses for this group are not directly based upon the
market price of the Company's stock and therefore will not necessarily
increase or decrease with the price of the Company's stock. The factors
affecting cash bonuses paid for 1999, in addition to individual performance,
are discussed further below. See "Company Performance in 1999."
Similarly, the Committee believes that cash incentives granted or renewed
should balance the results achieved by an individual and the Company's overall
results. In designing annual cash incentive plans, the Company has rewarded
nonmanagement employees primarily on the results of their performance and the
performance of their respective business units. At higher levels of the
organization, annual cash bonuses are based partly on an individual's own
performance, partly on the performance of his or her business unit and largely
on the overall
18
<PAGE>
performance of the Company. Accordingly, some cash incentive awards will be
paid (particularly to lower-level employees) even in years when the Company
has not met its overall performance objectives. However, the awards granted to
executive management will be most closely related to the overall results
achieved by the Company, and, as a result, executive management is not likely
to receive significant cash incentives in years in which the Company's overall
performance has not been consistent with or better than pre-established long-
and short-term objectives.
Annual cash incentive award opportunities are designed so that the award
for target or planned performance, combined with base salary, will produce
total cash compensation about equal to the market midpoint. Performance
significantly exceeding planned objectives will produce total cash
compensation between the midpoint and the 75th percentile.
The total cash awards paid to executive and senior management and an
individual executive's specific award are not derived from specific formulas.
Rather, the Committee approves an overall total pool of annual cash
incentives. The aggregate amount of the pool is determined based upon a number
of performance factors for the Company, including net income, asset quality,
earnings, profitability and similar factors. The distribution of the pool of
funds among members of executive and senior management is based upon the CEO's
assessment of the performance of each individual's business unit as well as
his or her individual performance. The CEO recommends specific awards for
executive management based upon these factors. The Committee participates in
this assessment and approves each specific award. Similarly, the executive
managers as a group evaluate the performance of each of the senior managers
and recommend awards for those individuals, which awards are approved by the
CEO.
The Company maintains certain other cash incentive plans available to
employees at all levels of the organization whose performance has a measurable
impact on Company performance. These are primarily business-unit plans that
reward sales and service efforts, with a significant portion devoted to retail
sales as well as trust and brokerage referrals.
Company Performance in 1999. The Company reported record revenues of more
than $800 million, net cash-basis earnings excluding merger expenses of nearly
$200 million, and expense growth of only 3%. Cash-basis earnings per share
were up 1% to $1.20 from $1.19 in 1998. The Company's leverage ratio (its
primary measure of capital strength) was 8.11% at year-end 1999 compared to
8.55% at year-end 1998. The Company's coverage ratio (the ratio of its loan
loss reserve to nonperforming assets), its leading indicator of asset quality,
was 204% at year-end 1999 compared to 318% at year-end 1998. Finally, the
ratio of loan loss reserve to loans was 1.44% at year-end 1999 compared to
1.32% at year-end 1998.
The Company's performance in 1999 was also marked by:
. a 10% increase in loans;
. a 9% increase in deposits;
. a 7% increase in assets; and
. a 14% increase in dividends paid to common shareholders.
19
<PAGE>
Franchise expansion continued in 1999 with the completion of two mergers
and corresponding improvement in market and deposit share. The Company has
regained the lead as Louisiana's largest depository with 22.3% market share at
the end of the third quarter of 1999 (latest data available), and for the
twelve months ended September 30, 1999, Hibernia's deposits grew 10.5%.
Management and service initiatives continue to add value to the Company's
operations.
Cash Incentives for 1999. Based upon the performance of the Company and
the executive managers during 1999, the Committee approved cash incentive
awards totaling $731,500 for the 11 members of executive management (including
the CEO). Total awards for executive management include an award of $150,000
for Mr. Hansel. This compares to total awards to the 12 members of executive
management in 1998 of $1,919,250 (including a $600,000 award to Mr. Hansel).
The basis for Mr. Hansel's cash incentive is described in more detail below.
Based upon the performance of the Company and the senior managers during
1999, the Committee approved cash incentive awards totaling $1,841,905 for 89
members of senior management. This compares to total awards to the 89 members
of senior management in 1998 of $3,028,500.
Long-Term Incentives
The Long-Term Incentive Plan, which was approved by shareholders in 1992,
allows the Committee to employ a variety of forms of stock-based incentives to
accomplish its objectives. In 1999, the Committee made grants of stock options
as well as 90 awards of restricted stock. The Plan also permits awards of
performance shares, performance units and incentive stock options, none of
which were employed in 1999.
Long-term incentive grants are designed to complete the competitive
compensation package. Since cash compensation for the Company's executive and
senior management is intentionally lower than market norms, long-term
incentive grants greater than market average enable the Company to provide
competitive total remuneration if the Company's long-term performance is
positive. It is the Company's objective for such stock-based compensation to
be in the range of the 75th percentile of the peer group for performance at
target levels. Because the long-term incentives are stock-based, they will
only provide significant additional compensation if the market price of the
Company's stock increases over time (in the case of stock options and
restricted stock awards) or if the Company meets or exceeds certain specified
performance objectives (in the case of Performance Shares).
In 1999, the Committee awarded stock options covering an aggregate of
2,411,175 shares to 870 employees, of which options covering 587,500 shares
(approximately 24% of the total) were to executive management (including a
grant of 175,000 shares to Mr. Hansel).
All stock options granted in 1999 included an exercise price equal to the
fair market value on the date of grant and provide for vesting at the rate of
50% after two years and an additional 25% at the end of the third and fourth
years after grant. The vesting schedule provides additional incentive to
management to remain with the Company long-term and actively participate in
its progress.
20
<PAGE>
The Company made 90 grants of restricted stock under the Plan in 1999.
Awards totaling 3,246 shares were made to forty-five employees to reward their
contributions to the completion of mergers during the year. In addition,
twenty-six of the awards covered 33,850 shares to managers for retention,
fourteen covered 37,000 shares to fourteen managers as part of their hiring
packages, and three awards covered 2,250 shares which were given to three
members of management each of whom, in addition to their ordinary
responsibilities, coordinated one of the mergers in 1999. Two awards covering
6,000 shares were awarded to two managers to recognize increased job
responsibility. The restricted stock awards provide the recipient with the
right to vote the shares and receive dividends, but the shares may not be sold
or transferred while the individual remains employed by the Company or the
Bank, except to exercise stock options.
Employee Stock Ownership Plan. In April 1995, the Board of Directors, upon
recommendation of the Committee, approved the formation and funding of an
Employee Stock Ownership Plan (ESOP). The Company allocated $30 million to
fund the ESOP, and the ESOP borrowed funds from the Bank to make purchases of
Common Stock for the Plan. In 1998, the Board of Directors approved the
purchase of an additional $15 million of Hibernia shares for the ESOP.
Payments on the loan are made with contributions from the Bank to the ESOP,
and allocations of shares to individual accounts are made annually at the
discretion of the Plan Administrator, if approved by the Executive
Compensation Committee. As of December 31, 1999, the ESOP had purchased
3,874,869 shares of the Common Stock and had allocated 1,152,096 shares to
employee accounts. Aggregate contributions to the ESOP during 1999 were
$2,762,500. The terms of the ESOP provide that employees' interests in their
ESOP accounts vest over a five-year period (beginning in April 1995), with
gradually increased percentages vesting each year.
1998-2000 Performance Share Awards Plan. The Committee approved a
Performance Share Awards Plan in January 1998 that would have provided
incentives to executive and senior management to achieve certain predetermined
goals that are critical to the Company's success. This plan was similar to the
1995-1997 Performance Share Awards Plan, but the number of eligible
participants and shares available were somewhat greater.
Awards could have been earned based upon Company performance between
January 1, 1998 and December 31, 2000, but awards would only be granted if
certain soundness and asset quality levels were maintained for seven of eleven
quarters (including the quarter ending September 30, 2000) and certain other
performance objectives were met. Performance below an established minimum in
any of three major categories (capital adequacy, asset quality and earnings
per share) would result in no shares being issued. In January 2000, the
Company determined it would not meet certain of these minimum requirements and
terminated the Plan.
21
<PAGE>
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
General
Mr. Hansel is compensated pursuant to the terms of an employment contract
that was negotiated in 1992 on behalf of the Company by the Chairman of the
Search Committee and approved by this Committee and the Executive Committee
and renewed annually each year thereafter.
The terms of the contract are consistent with the principles of the
Company's overall compensation strategy and include:
. An annual salary that is lower than the median of the salaries provided
to the CEOs of the peer group described above. Mr. Hansel's annual
salary remained at $625,000 in 1999, which was 94% of the median of the
peer group's 1999 proxy-reported 1998 compensation. Assuming normal
salary migration for peer CEOs, Mr. Hansel's salary would be less than
94% of the median that will be reported in 2000 proxy statements
reflecting 1999 salaries.
. Each year, Mr. Hansel is eligible to receive an annual bonus of up to
90% of the median of his salary range. For 1999, Mr. Hansel was paid a
bonus of $150,000, which was 22% of the projected 1999 median.
. All stock options specifically provided for under the contract were
granted in previous years. In January 1999, Mr. Hansel was awarded a
grant of 175,000 stock option shares, a level that was projected to be
at the 55th percentile of peer CEOs.
Evaluation of Performance
In 1999, the Committee evaluated Mr. Hansel's performance according to its
policy relating to the evaluation of the CEO's performance for purposes of
compensation and related matters. This evaluation is performed annually.
The Committee considers quantitative (objective) and qualitative
(subjective) criteria in the evaluation process. Quantitative factors include
corporate performance goals, the achievement of which can be measured by
financial performance results included in the Company's annual report. The
performance goals include earnings growth, asset quality and capital measures,
as well as various other significant financial performance factors highlighted
in the Company's annual profit plan. Quantitative factors are measured against
peer group performance and the Company's profit plan objectives.
In the first quarter of 1999, the Committee formalized and approved the
1999 CEO Bonus Plan which tied 70% of the CEO's bonus potential by formula to
the achievement of the earnings per share as set forth in the Company's 1999
profit plan; provided that the Company maintained above average soundness as
defined by both (a) reserve coverage of nonperforming loans and (b) the
leverage ratio. This plan is similar to the 1998 CEO Bonus Plan. Both plans
were designed to ensure that the compensation paid to Mr. Hansel under the
plans is deductible by the Company under the current tax laws and regulations.
22
<PAGE>
Because the Company did not meet the minimum EPS target in the CEO Bonus
Plan, 70% of the target was not available for payout.
For purposes of this bonus, the increase in EPS is measured by comparing
EPS at year-end 1999 to EPS as reported for year-end 1998. A minimum increase
as specified in the plan must be achieved in order for the CEO to receive any
portion of this bonus. The maximum amount to which the CEO is eligible for
this portion of his bonus is 70% of an amount that is equal to 90% of the
projected median of the annual salaries of all chief executive officers in the
Company's peer group, excluding the Company. The amount is determined by a
survey of the 1999 proxy statements of the peer group banks, and an adjustment
based on the market rate of increases in salaries is made.
Qualitative factors are used in determining an amount for the remaining
30% of the CEO's bonus. These factors include integrity, leadership and
management of relationships with key groups, including industry regulators,
institutional and other investors, customers, analysts and community leaders.
The policy also recognizes other significant areas of qualitative performance
for which the CEO is responsible, including financial and accounting controls
and expense management.
The maximum bonus that may be paid to the CEO is $1,500,000.
1999 Performance and Awards
Based upon the Company's performance in 1999 (as discussed above) and Mr.
Hansel's individual performance, Mr. Hansel was awarded an aggregate bonus of
$150,000 for 1999 ($0 under the 70% quantitative portion of the 1999 CEO Bonus
Plan and $150,000 under the 30% qualitative portion).
As an incentive for future performance, Mr. Hansel was granted options to
purchase 185,000 shares of stock on the same terms and conditions as the other
options granted under the Long-Term Incentive Plan. This grant was made in
January 2000. The Company's objective for the CEO's long-term incentive is to
achieve a level in the range of the 75th percentile of the peer group when
target performance is achieved.
Section 162(m) Policy
The Committee reviewed the impact of the final regulations adopted under
Section 162(m) of the Internal Revenue Code and noted that, beginning in 1997,
the transition rules would phase out certain items of the transition relief on
which the Company had relied in previous years. Generally, the Committee has
determined to analyze the impact of Section 162(m) on the Company in the light
of all of the relevant factors and will maintain flexibility and integrity in
its compensation systems while attempting to maximize deductibility of
compensation. While the Committee recognizes the importance of maximizing the
Company's ability to deduct compensation for tax purposes, it also realizes a
need for compensation systems designed to attract and retain qualified
executives, particularly the Chief Executive Officer.
23
<PAGE>
The Committee will periodically monitor the Company's compensation
programs, the levels of compensation to various executives and the impact of
Section 162(m) on the Company. In particular, the Committee expects to
maintain a bonus plan for the CEO that is "performance-based" under the
regulations with respect to a majority of the CEO's bonus opportunity. Also,
the Committee intends to structure future performance share awards plans so
that any shares awarded to the CEO will qualify for the "performance-based"
exemption.
Other Matters
During 1999, the Committee engaged an independent consultant to conduct a
review of the Company's compensation and benefits. The consultant advised the
Committee regarding the competitiveness of the Company's overall compensation
and benefits package, as well as specific benefits and features of benefit
plans. The Committee will use the consultant's findings, as well as other
relevant information, in determining future benefits and compensation for
executives and other employees.
Submitted by the Executive Compensation Committee of the Company's Board
of Directors.
March 1, 2000
Elton R. King, Chairman
Dick H. Hearin
Ray B. Nesbitt
William C. O'Malley
James R. Peltier
Robert T. Ratcliff
Stock Performance Graph's Common Stock
The following performance graph compares the performance of the Company's
Common Stock to the S&P 500 Index and to a peer group of 19 other regional
bank holding companies for the Company's last five fiscal years. The companies
included in the peer group have assets of between $3 billion and $43.5
billion. The graph assumes that the value of the investment in the Company's
Common Stock and each index was $100 at December 31, 1994 and that all
dividends were reinvested. The bank holding companies included in the peer
group are AmSouth Bancorporation; BB&T Corporation (Winston-Salem, North
Carolina); Colonial BancGroup, Inc. (Montgomery, Alabama); Commerce
Bancshares, Inc. (Kansas City, Missouri); Compass Bancshares, Inc.;
Cullen/Frost Bankers, Inc.; First Citizens Bancshares, Inc. (Raleigh, North
Carolina); First Tennessee National Corporation; Hancock Holding Company;
Huntington Bancshares Incorporated; Old Kent Financial Corporation (Grand
Rapids, Michigan); Regions Financial Corporation; SouthTrust Corporation;
Summit Bancorp (Princeton, New Jersey); Synovus Financial Corp.; Trustmark
Corporation; Union Planters Corporation; Whitney Holding Corporation; and
Zions Bancorporation (Salt Lake City, Utah).
24
<PAGE>
This peer group is a slightly different peer group from that used for the
stock performance graph that appeared in the Company's 1999 proxy statement
due to mergers among certain members of the peer group in 1999: First American
Corporation (Tennessee) merged with AmSouth Bancorporation, and Mercantile
Bancorporation, Inc. (St. Louis, Missouri) merged with Firstar Holdings
Corporation (Milwaukee, Wisconsin). The following bank holding companies were
added to the Company's peer group in 1999: First Citizens Bancshares, Inc.
(Raleigh, North Carolina) and Old Kent Financial Corporation (Grand Rapids,
Michigan).
Comparison of 5-Year Cumulative Total Return of Hibernia, Peer Group and S&P
500
(Assumes $100 Investment on 12/31/94)
[Graph]
<TABLE>
<CAPTION>
12-31- 12-31- 12-31- 12-31- 12-31-
Company/Index 95 96 97 98 99
------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Hibernia................................ $142.85 $180.61 $263.02 $246.98 $155.64
Peer Group.............................. $153.41 $202.49 $351.18 $355.95 $294.85
S&P 500 Index........................... $137.53 $169.10 $225.49 $289.93 $350.93
</TABLE>
25
<PAGE>
Transactions with Related Parties
The Bank leases certain properties in which Sidney W. Lassen holds an
interest. Mr. Lassen is a Director of the Company. During 1999, Hibernia
National Bank paid a total of $215,512.33 for the leases on these properties.
Mr. Lassen holds a 25% interest in leased property located at 2201 Veterans
Memorial Boulevard, Metairie, Louisiana and a 100% interest in leased property
located at 6305 Airline Highway, Kenner, Louisiana. In the opinion of
management of the Company, the terms and conditions of those leases are usual,
customary and no less favorable to Hibernia National Bank than would be
available from unaffiliated parties.
Indebtedness of Related Parties
Directors and executive officers of the Company were customers of the Bank
in the ordinary course of business during 1999. Those individuals also
conducted other business with the Bank during the year. In addition, members
of families of directors and executive officers, as well as companies with
which they or their families are associated, were customers of the Bank and
conducted other business with the Bank in the ordinary course of business
during 1999. All loans and commitments included in those transactions were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons
and did not involve more than normal risk of collectibility or present other
unfavorable features.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
During 1999, Forms 4 reflecting purchases of stock by Ms. Tucker, a
Director of the Company, and Mr. Scott P. Howard, an executive officer of the
Company, were not timely filed with the Securities and Exchange Commission. In
addition, the Form 5 for 1999 of Mr. Nalty, a Director of the Company,
reflecting a gift of stock was not timely filed with the SEC.
Vote Required and Recommendation
A plurality of the votes cast at the Annual Meeting is required for the
election of directors. The four individuals who receive the most votes will be
elected as directors.
The Board of Directors recommends that you vote "FOR" election of the four
nominees listed above.
26
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
------------------------------------------------------------------------------
Shareholders of the Company are being asked to ratify the Company's
appointment of Ernst & Young LLP as its independent auditors for 2000, as
described below.
The firm of Ernst & Young LLP, certified public accountants, was the
Company's independent auditors for the year 1999. The Board of Directors has
appointed Ernst & Young LLP as independent auditors for the Company for the
year 2000. Although the appointment of independent auditors does not require
approval by shareholders, the Board of Directors believes it appropriate to
submit this selection for ratification by shareholders. The Board of
Directors, however, reserves the right to change independent auditors at any
time notwithstanding shareholder approval. Representatives of Ernst & Young
LLP will be present at the Annual Meeting, will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
Vote Required and Recommendation
An affirmative vote by the holders of a majority of the shares of Common
Stock voted at the Annual Meeting is required for the ratification of the
appointment of independent auditors.
The Board of Directors recommends that you vote "FOR" ratification of the
appointment of Ernst & Young LLP as independent auditors.
SOLICITATION OF PROXIES
------------------------------------------------------------------------------
The Board of Directors of the Company is soliciting the enclosed proxy.
The cost of soliciting proxies in the form accompanying this Proxy Statement
will be borne by the Company. Directors, officers and employees of the Company
may, but without compensation other than their regular compensation, solicit
proxies by telephone, personal interview, facsimile or other electronic
communication. In addition, the Company has retained ChaseMellon Shareholder
Services, L.L.C. to assist in the solicitation of proxies. The fee of
ChaseMellon Shareholder Services, L.L.C. is estimated not to exceed $6,000
plus reasonable out-of-pocket costs and expenses. It is anticipated that
banks, brokerage houses and other institutions, nominees or fiduciaries will
be requested to forward proxy materials to beneficial owners and to obtain
authorization for the execution of proxies, and the Company may, upon request,
reimburse them for their related expenses.
27
<PAGE>
SHAREHOLDER PROPOSALS
------------------------------------------------------------------------------
Shareholders may submit proposals to be considered at the 2001 Annual
Meeting of Shareholders if they do so in accordance with applicable
regulations of the Securities and Exchange Commission. Any shareholder
proposals must be submitted to the Secretary of the Company no later than
November 15, 2000 in order to be considered for inclusion in the Company's
2001 proxy materials.
OTHER MATTERS
------------------------------------------------------------------------------
As of the date of this Proxy Statement, the Board of Directors does not
know of any matters to be presented at the Annual Meeting other than those
described above. However, if other matters are properly brought before the
Meeting or any adjournment of the Meeting, the persons named in the enclosed
proxy will vote the shares represented by them in accordance with their best
judgment pursuant to discretionary authority granted in the proxy.
ANNUAL REPORT
------------------------------------------------------------------------------
The Annual Report to Shareholders containing financial statements for the
Company's 1999 fiscal year has been mailed to shareholders prior to or with
this Proxy Statement. However, the Annual Report does not form any part of the
material for the solicitation of proxies.
Upon written request by a shareholder, the Company will provide a copy of
the Company's Form 10-K Annual Report for 1999, including the Annual Report of
Shareholders, as filed with the Securities and Exchange Commission. Requests
for copies should be addressed to Assistant Secretary, Hibernia Corporation,
P. O. Box 61540, New Orleans, Louisiana 70161.
By Order of the Board of Directors
/s/ Patricia C. Meringer
Patricia C. Meringer
Secretary
New Orleans, Louisiana
March 13, 2000
28
<PAGE>
PROXY PROXY
HIBERNIA CORPORATION
P. O. Box 61540 New Orleans, Louisiana 70161
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING, APRIL 18, 2000
I hereby appoint Susan Klein, Patricia C. Meringer and Gary L. Ryan, or any of
them (each with full power to act alone and with power of substitution), proxies
for me to vote all shares of Hibernia Corporation (the "Company") that I am
entitled to vote at the 2000 Annual Meeting of Shareholders of the Company. The
2000 Annual Meeting will be held in the Auditorium of the Pan-American Life
Center, 11th Floor, 601 Poydras Street, New Orleans, Louisiana, at 9:30 a.m. on
Tuesday, April 18, 2000. The proxies may also vote these shares at any
adjournment or postponement of the 2000 Annual Meeting, as indicated on the
reverse of this proxy. In their discretion, they may also vote these shares on
any other matters that may properly come before the Meeting. I acknowledge
receipt of the Company's notice and accompanying Proxy Statement.
I UNDERSTAND THAT THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER I HAVE DIRECTED HEREIN. IF I GIVE NO DIRECTION, THIS PROXY WILL BE VOTED
"FOR" THE NOMINEES NAMED IN PROPOSAL 1 (INCLUDING ANY SUBSTITUTE NOMINEE) AND
"FOR" PROPOSAL 2. IN ADDITION, IF ANY OTHER BUSINESS PROPERLY COMES BEFORE THE
2000 ANNUAL MEETING THAT REQUIRES A SHAREHOLDER VOTE, I UNDERSTAND THAT SHARES
REPRESENTED BY SIGNED PROXY CARDS WILL BE VOTED BY THE PROXIES LISTED ABOVE IN
THEIR DISCRETION. ALL SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT
THAT ACCOMPANIES THIS PROXY CARD CAREFULLY FOR FURTHER INFORMATION CONCERNING
EACH OF THE PROPOSALS.
<PAGE>
Proposal 1 TO ELECT DIRECTORS
NOMINEES TO SERVE UNTIL THE 2003 ANNUAL MEETING OF SHAREHOLDERS:
J. Herbert Boydstun
Dick H. Hearin
Donald J. Nalty
Robert T. Ratcliff
(a) ____ FOR (b) ____ WITHHELD FOR ALL
INSTRUCTION: IF YOU WISH TO WITHHOLD AUTHORITY SELECTIVELY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME
ABOVE OR FOLLOW INSTRUCTIONS ON TOUCH-TONE TELEPHONE.
Proposal 2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR HIBERNIA CORPORATION FOR 2000
(a) ____ FOR (b) ____ AGAINST (c) ____ ABSTAIN
IN YOUR DISCRETION FOR ANY OTHER BUSINESS THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
The undersigned hereby revokes all proxies
heretofore given in connection with the 2000
Annual Meeting.
PLEASE VOTE THIS PROXY BY TELEPHONE OR
INTERNET, OR SIGN, DATE AND RETURN THIS CARD
IN THE ENCLOSED ENVELOPE
Signature: __________________________ Dated: __________________________, 2000
Note: Please sign exactly as name(s) appear(s) above. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
