<PAGE>
SCHEDULE 14A INFORMATION
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 Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or Section 240.14a-12
Inter-Regional Financial Group, Inc.
------------------------------------
(Name of Registrant as Specified in its Charter)
Inter-Regional Financial Group, Inc.
------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(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*/:
--------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
INTER-REGIONAL FINANCIAL GROUP, INC.
1994
The 1994 Annual Meeting of Stockholders of Inter-Regional
Financial Group, Inc. will be held in the Scandinavian
Ballroom of the Radisson Plaza Hotel, 35 South Seventh
Street, Minneapolis, Minnesota, on Wednesday, April 27,
1994 at 3:00 p.m.
Your vote is important! Whether or not you plan to attend
the meeting in person, you are urged to complete, sign and
mail your proxy card promptly in the enclosed envelope.
NOTICE OF ANNUAL MEETING & PROXY STATEMENT
<PAGE>
March 24, 1994
To Our Stockholders,
You are cordially invited to attend the Annual Meeting of IFG's
Stockholders, which will be held in the Scandinavian Ballroom of
the Radisson Plaza Hotel, 35 South Seventh Street, Minneapolis,
Minnesota, on Wednesday, April 27, 1994, at 3:00 p.m.
This booklet contains your official notice of the 1994 Annual
Meeting and a Proxy Statement which includes information about
the matters to be acted upon. Members of the management and
Board of Directors of IFG will be on hand at the meeting to
answer questions and to discuss any matters relating to IFG that
may properly arise.
Whether or not you plan to attend the 1994 Annual Meeting in
person, we urge you to participate by reading the Proxy Statement
and completing and returning your proxy card as promptly as
possible. This will ensure that your vote is recorded on the
matters brought before the meeting.
Sincerely,
Irving Weiser
President and Chief Executive Officer
<PAGE>
OFFICIAL NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS
The 1994 Annual Meeting of Stockholders of Inter-Regional
Financial Group, Inc. ("IFG") will be held in the Scandinavian
Ballroom of the Radisson Plaza Hotel, 35 South Seventh Street,
Minneapolis, Minnesota on Wednesday, April 27, 1994, at 3:00
p.m., for the following purposes:
1. To elect nine directors to hold office for the ensuing year;
2. To approve an amendment to the IFG 1986 Stock Option Plan to
increase from 1,000 to 2,000 the number of options
automatically issued to non-employee directors upon each
election or reelection to the Board;
3. To approve the new IFG Restricted Stock Plan for Non-Employee
Directors to permit non-employee directors to elect to
receive restricted shares of IFG Common Stock in lieu of cash
for their annual base compensation;
4. To ratify the selection of KPMG Peat Marwick as independent
auditors of IFG for the fiscal year ending December 31, 1994;
and
5. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Only holders of record of IFG's Common Stock at the close of
business on March 9, 1994 will be entitled to receive notice of
and to vote at the meeting. A list of such holders will be
available for examination by any stockholder for any purpose
germane to the meeting during ordinary business hours for ten
days prior to the meeting at the Company's headquarters, Dain
Bosworth Plaza, 60 South Sixth Street, Minneapolis, Minnesota.
By Order of the Board of Directors
Carla J. Smith
Secretary
Minneapolis, Minnesota
March 24, 1994
<PAGE>
INTER-REGIONAL FINANCIAL GROUP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, APRIL 27, 1994
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Inter-
Regional Financial Group, Inc. ("IFG") for use at the 1994 Annual
Meeting of Stockholders to be held on Wednesday, April 27, 1994,
and at any adjournments thereof. This Proxy Statement and the
accompanying proxy card are being mailed on or about March 24,
1994 to holders of record of shares of the Common Stock of IFG as
of the close of business on March 9, 1994. If the enclosed proxy
card is completed, signed and returned to IFG prior to the 1994
Annual Meeting, it will be voted as specified. Any stockholder
who signs and returns a proxy may revoke it at any time before it
is voted by giving written notice to the Secretary of IFG.
On March 9, 1994, IFG had outstanding 8,168,980 shares of Common
Stock. Each holder of record of such shares as of the close of
business on March 9, 1994 will be entitled to one vote for each
share of Common Stock held on such date on all matters being
presented at the meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information concerning the
beneficial ownership of IFG's Common Stock by the directors and
executive officers of IFG. Except as otherwise indicated, such
information is provided as of March 9, 1994, and each director or
executive officer possesses sole voting and investment power with
respect to all shares. No person or group is known by IFG to own
beneficially more than 5 percent of IFG's Common Stock.
<PAGE>
<TABLE>
<CAPTION>
Amount and
Name of Title Nature Beneficial Percent
Beneficial Owner of Class Ownership of Class
- -----------------------------------------------------------------
<S> <C> <C> <C>
Susan S. Boren Common 2,200 (1) *
F. Gregory Fitz-Gerald Common 7,000 (1) *
Richard D. McFarland Common 119,188 (1)(2) 1.5%
Lawrence Perlman Common 7,200 (1) *
C. A. Rundell, Jr. Common _ *
Robert L. Ryan Common _ *
Arthur R. Schulze, Jr. Common 7,500 (1) *
David A. Smith Common 78,528 (1)(2)(3) *
Irving Weiser Common 71,015 (1)(2)(3)(4) *
John C. Appel Common 37,181 (1)(2)(3) *
Kenneth R. Hanks (5) Common 21,170 (1)(2)(3) *
All directors and
executive officers
as a group
(13 persons) (5) Common 361,435 (1)(2)(3)(4) 4.4%
<FN>
* Less than 1%.
</TABLE>
(1) Includes the following number of shares issuable upon
exercise of currently exercisable options granted pursuant to
IFG's 1986 Stock Option Plan: Ms. Boren, 2,000; Mr. Fitz-Gerald,
5,000; Mr. Perlman, 5,000; Mr. Schulze, 5,000; Mr. Smith, 27,500;
Mr. Weiser, 28,200; Mr. Appel, 12,450; Mr. Hanks, 11,400; and all
directors and executive officers as a group (13 persons), 99,250.
(2) Includes the following number of shares held in the IFG
Stock Bonus Plan: Mr. McFarland, 25,953; Mr. Smith, 19,130; Mr.
Weiser, 10,446; Mr. Appel, 9,081; Mr. Hanks, 8,147; and all
directors and executive officers as a group (13 persons), 78,263.
Shares held in the Stock Bonus Plan are only allocated to the
accounts of participating employees at the end of each fiscal
quarter. As a result, ownership amounts for shares held by
<PAGE>
participating employees in the Stock Bonus Plan are provided as
of December 31, 1993. As of February 28, 1994, a total of
3,082,786 shares of Common Stock, or 38 percent of the
outstanding, were held in the Stock Bonus Plan. Voting of shares
held in the Stock Bonus Plan is passed through to the
participating employees beneficially owning such shares.
Participating employees are entitled to determine, on a
confidential basis, whether shares held in the Stock Bonus Plan
for their benefit will be tendered in a tender or exchange offer.
Vested shares held in the Stock Bonus Plan for participating
employees may be distributed subject to in-service loan and
distribution rules or after certain events of maturity
(separation from service, death or disability).
(3) Includes the following number of shares held for the account
of such executive officer pursuant to the IFG Executive Deferred
Compensation Plan: Mr. Smith, 10,643; Mr. Weiser, 9,675; Mr.
Appel, 5,805; Mr. Hanks, 1,613; and all directors and executive
officers as a group (13 persons), 28,983. As of March 14, 1994,
91,189 shares of Common Stock, or 1 percent of the outstanding
shares, were held in the Executive Deferred Compensation Plan.
Shares held in the Executive Deferred Compensation Plan are
credited to the accounts of the respective participating
employees annually following payment of bonuses for the preceding
year. All shares held for the accounts of participants under the
Executive Deferred Compensation Plan will be voted by the trustee
of the related trust in its sole discretion on all matters.
Participants are not entitled to encumber or borrow against
shares held for their accounts under the Executive Deferred
Compensation Plan, and all such shares are subject to the claims
of IFG's general unsecured creditors in the event of its
insolvency or bankruptcy. Each participating senior executive
must elect prior to the beginning of each year in which a bonus
is earned whether the shares purchased with the deferred portion
of such bonus and the vested portion of any related employer-
matching contributions will be distributed during employment or
following retirement. Participants may elect to change their
investment election with respect to a year's deferred bonus
amount and the vested portion of any related employer-matching
contribution from IFG Common Stock to an alternate fixed income
investment, but any such change would result in the forfeiture of
the unvested portion of any related employer-matching
contribution.
(4) Excludes the following number of shares beneficially owned
by the spouse of such executive officer and disclaimed by such
executive officer: Mr. Weiser, 280; and all directors and
executive officers as a group (13 persons), 355.
(5) As a result of the restructuring of IFG's Executive
Committee, Mr. Hanks, Executive Vice President and Chief
Financial Officer of Rauscher Pierce Refsnes, Inc., a subsidiary
of the Company, ceased to be an "executive officer" of IFG as
defined under the applicable rules of the Securities and Exchange
Commission effective February 3, 1994.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires IFG's directors and executive officers and all persons
who beneficially own more than 10 percent of the outstanding
shares of IFG's Common Stock to file with the Securities and
Exchange Commission and the New York Stock Exchange initial
reports of ownership and reports of changes in ownership of such
Common Stock. Officers, directors and greater-than-10-percent
beneficial owners are also required to furnish IFG with copies of
all Section 16(a) forms they file. To IFG's knowledge, based
upon a review of the copies of such reports furnished to the
Company and written representations that no other reports were
required, during the fiscal year ended December 31, 1993, all
Section 16(a) filing requirements applicable to IFG's directors,
executive officers and greater-than-10-percent beneficial owners
were satisfied.
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES
Nine directors have been nominated for election to IFG's Board of
Directors at the 1994 Annual Meeting of Stockholders to hold
office until the next annual meeting of stockholders or until
their successors are duly elected and qualified (except in the
case of earlier death, resignation or removal). Three of the
nominees for election are officers of IFG and/or Dain Bosworth
Incorporated ("DBI") or Rauscher Pierce Refsnes, Inc. ("RPR"),
which are subsidiaries of IFG.
The accompanying proxy is intended to be voted FOR the election
of the nominees named below, unless authority to vote for one or
more of such nominees is withheld as specified in the proxy card.
If an executed proxy card is returned and no instruction is
given, the shares of IFG Common Stock represented by such proxy
will be voted in favor of such election. If an executed proxy
card is returned and authority to vote with respect to any or all
of the nominees is withheld as specified in the proxy card, the
shares of IFG Common Stock represented by such proxy will be
considered present at the meeting for purposes of determining a
quorum and for purposes of calculating the vote with respect to
such nominee or nominees, but will not be considered to have been
voted in favor of such nominee or nominees.
The accompanying proxy may not be voted for more than nine
directors. The affirmative vote of a majority of the shares of
Common Stock represented at the meeting and entitled to vote is
required for the election of each director, and cumulative voting
is not permitted. In the event that any nominee becomes unable
or unwilling to serve as a director for any reason, the
<PAGE>
accompanying proxy will be voted by the persons named therein in
accordance with their best judgment. The Board of Directors has
no reason to believe that any nominee will be unable or unwilling
to serve as a director if elected.
Each nominee has furnished the following information to IFG with
respect to his or her principal occupations or employment during
the last five years and his or her directorships of other
companies subject to the reporting requirements of the Securities
Exchange Act of 1934 or the Investment Company Act of 1940.
[PHOTO] SUSAN S. BOREN, 47, has been Group Vice President of
Stores for the Department Store Division of Dayton Hudson
Corporation since 1991. From 1987 to 1991, Ms. Boren served as
Senior Vice President of Human Resources for the Department Store
Division and from 1981 to 1987 she held various other positions
with Dayton Hudson Corporation. Ms. Boren has been a director of
IFG since February 1993. She is also a director of The Valspar
Corporation.
[PHOTO] F. GREGORY FITZ-GERALD, 52, is a private investor and
financial consultant. Mr. Fitz-Gerald has been providing
consulting services to Screenies, L.P., a computer giftware
manufacturer located in Sonoma, California, since October 1993.
From 1989 to 1991, Mr. Fitz-Gerald was a Principal of Ocean
Capital Corporation, a private investment banking firm
headquartered in the city of New York. From 1986 to 1989, he was
Executive Vice President of Commercial Credit Company and its
indirect parent corporation, Primerica Corporation. Mr. Fitz-
Gerald was an independent corporate consultant from 1985 to 1986,
Executive Vice President and Treasurer of American Express
Company and Chairman of the Board of American Express Credit
Corporation from 1984 to 1985, and Executive Vice President and
Chief Financial Officer of Merrill Lynch & Co., Inc. prior to
1984. Mr. Fitz-Gerald has been a director of IFG since 1987.
<PAGE>
[PHOTO] RICHARD D. MCFARLAND, 64, has been Chairman of the
Board of Directors of IFG since 1985 and was Chief Executive
Officer from 1985 through 1989. From 1982 to 1985, Mr.
McFarland was President of IFG. Prior to becoming President of
IFG, Mr. McFarland was President and Chief Executive Officer of
DBI. Mr. McFarland has been a director of IFG since 1973. Mr.
McFarland is also a director of Graco, Inc.
[PHOTO] LAWRENCE PERLMAN, 55, has been President and Chief
Executive Officer since 1990 and Chairman since 1992 of Ceridian
Corporation (formerly Control Data Corporation). Mr. Perlman was
Chief Operating Officer of Control Data Corporation during 1989
and Executive Vice President of Control Data Corporation and
President of Imprimis Corporation, Control Data Corporation's
data storage products business, from 1985 through 1988. Mr.
Perlman has been a director of IFG since 1984. Mr. Perlman is
also a director of Computer Network Technology Corporation,
Ceridian Corporation, Seagate Technology, Inc. and The Valspar
Corporation, and serves on the National Advisory Board of The
Chemical Banking Corporation.
[PHOTO] C. A. RUNDELL, JR., 62, has been a private investor
and financial consultant, doing business as Rundell Industries,
since he retired as the Chairman of the Board, President and
Chief Executive Officer of Cronus Industries in 1988, positions
that he had held since 1977. Mr. Rundell has been a director of
IFG since February 1994. Mr. Rundell also serves as chairman of
NCI Building Systems, Inc. and as a director of Tyler
Corporation, American Healthcare Management, Inc., Tandy Brands
Accessories, Inc., Eljer Industries, Inc., Bollinger Industries,
Inc. and Redman Industries, Inc.
<PAGE>
[PHOTO] ROBERT L. RYAN, 50, has been Senior Vice President and
Chief Financial Officer of Medtronic, Inc. since April 1993.
Prior to joining Medtronic, he had been Vice President, Finance,
and Chief Financial Officer of Union Texas Petroleum Corp. since
1984 and an officer of such corporation since 1982. Prior to
1982, Mr. Ryan was a Vice President of Citicorp. Mr. Ryan has
been a director of IFG since February 1994. Mr. Ryan also is a
director of Riverwood International Corporation, TECO Energy,
Inc. and Tampa Electric Company.
[PHOTO] ARTHUR R. SCHULZE, JR., 63, retired from his position
as Vice Chairman of the Board of General Mills, Inc., in January
1993. Mr. Schulze had held such position since 1989. From 1985
to 1989, he served as Executive Vice President and President,
Grocery Products Food Group of General Mills, Inc. and had been
an officer of such corporation since 1970. Mr. Schulze has been a
director of IFG since 1987. Mr. Schulze is also a director of
Tennant Company and Sealright Co., Inc.
[PHOTO] DAVID A. SMITH, 47, has been Chairman of the Board of
RPR since January 1990, President of RPR since 1985 and Chief
Executive Officer of RPR since 1983. Since May 1991, Mr. Smith
has also been Executive Vice President of IFG. Prior to 1985,
Mr. Smith held several other executive positions with RPR. Mr.
Smith has been a director of IFG since 1985.
<PAGE>
[PHOTO] IRVING WEISER, 46, has been Chief Executive Officer of
IFG since January 1990 and President of IFG since 1985. Mr.
Weiser has also been Chairman and Chief Executive Officer of DBI
since April 1990 and was President of DBI from April 1990 until
February 1994. Prior to 1985, Mr. Weiser was a partner in the
law firm of Dorsey & Whitney. Mr. Weiser has been a director of
IFG since 1985.
BOARD OF DIRECTORS COMMITTEES AND MEETINGS
IFG has an Audit Committee and a Compensation and Organization
Committee. The Audit Committee reviews and monitors accounting
policies and control procedures of IFG, including recommending
the engagement of the independent auditors and reviewing the
scope of the audit, and generally assists the Board of Directors
in fulfilling its fiduciary responsibilities relating to
accounting, financial and reporting policies and practices. The
Compensation and Organization Committee determines the policies
for and structure and amount of compensation for members of the
executive managements of IFG and its operating subsidiaries. The
Compensation and Organization Committee also administers the IFG
1986 Stock Option Plan and IFG Executive Deferred Compensation
Plan.
The Compensation and Organization Committee also acts as a
nominating committee by reviewing candidates for election as
director and by annually recommending a slate of directors for
approval by the Board of Directors and election by the
stockholders. The Compensation and Organization Committee will
consider qualified nominees recommended by stockholders. Any
stockholder wishing to recommend a nominee must submit the name
of such nominee in writing to the Secretary of IFG, together with
a statement of the nominee's qualifications. Such information
should be received no later than November 25, 1994 with respect
to nominations for election at the 1995 Annual Meeting of
Stockholders.
The Audit Committee, on which Messrs. Perlman (chairman), Fitz-
Gerald and Schulze served, held six meetings in 1993. The
Compensation and Organization Committee, on which Messrs. Schulze
(chairman) and Perlman and Ms. Boren served, held eight meetings
in 1993. The Board of Directors met five times in 1993. During
1993, no director other than Mr. Perlman attended fewer than 75
percent of the meetings of the Board of Directors and Committees
upon which such director served. Mr. Perlman attended 74 percent
of such meetings.
<PAGE>
COMPENSATION
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The Compensation and Organization Committee (the "Committee")
determines the policies for and structure and amount of
compensation for the members of the executive managements of IFG
and its operating subsidiaries (collectively, the "Senior
Executives"), including the five most highly compensated
executive officers of IFG named in the accompanying tables. The
Committee's goal is to establish compensation policies and
programs that will attract and retain highly qualified executives
and will provide an incentive to such executives to focus their
efforts on long-term strategic goals by aligning their financial
interests closely with long-term stockholder interests. The
Committee is composed entirely of independent directors who are
not employees of IFG or any of its subsidiaries.
The most significant component of IFG's Senior Executive
compensation is cash remuneration in the form of base salary and
annual discretionary bonuses. Bonuses are awarded in February
based upon the performance of the individual executive, his or
her department or areas of responsibility and his or her
employing company during the prior fiscal year. In evaluating
performance, both the achievement of annual financial and non-
financial objectives and progress toward long-term strategic
objectives are considered. Base salaries generally represent a
relatively small portion of total cash remuneration and are
average relative to comparable firms in the industry. Bonuses
make up a significant portion of the Senior Executives' total
cash compensation and, in 1993, constituted as much as 85 percent
of a Senior Executive's total cash compensation. The Committee
believes that basing a substantial portion of a Senior
Executive's compensation on individual, departmental and company
performance contributes to the executive's motivation to perform
at the highest possible level and is consistent with the building
of long-term stockholder value.
As the central component of the IFG Long-Term Incentive Program
implemented in 1993, the Committee also annually awards to the
Senior Executives options to acquire shares of IFG's Common Stock
under the IFG 1986 Stock Option Plan. The Committee believes
that stock options provide a highly efficient form of
compensation from both a cost and accounting perspective, and
that such awards align the long-term financial interests of the
Senior Executives with the interests of IFG's stockholders, thus
providing the kind of incentives necessary to achieving IFG's
longer-term strategic goals. The level of options to be awarded
is generally determined by applying a Long-Term Incentive
Percentage determined by the Committee for such Senior Executive
to the amount of total cash compensation determined by the
Committee for such Executive and, as a result, is linked to
performance. The Long-Term Incentive Percentages were initially
set by the Committee in 1992 in consultation with an independent
firm of management compensation consultants with a goal of
<PAGE>
providing long-term compensation opportunities to IFG's Senior
Executives competitive with those of other well-performing
regional brokerage firms. These percentages range from 0% to 20%
of total cash compensation. The Committee will periodically
review such percentages for appropriateness and competitiveness.
An additional component of the IFG Long-Term Incentive Program is
the IFG Executive Deferred Compensation Plan (the "Deferred
Plan") which was approved by IFG's stockholders in 1993. The
Deferred Plan is a voluntary, non-tax-qualified, deferred
compensation plan that encourages IFG's Senior Executives to
invest their own capital in IFG Common Stock. Under the Deferred
Plan, each Senior Executive may elect, prior to the beginning of
a fiscal year, to defer up to 30 percent of his or her bonus
amount for that year. The deferred amount may be invested either
in IFG Common Stock or in an alternate fixed income investment,
but the participating Senior Executive will only receive an
employer-matching contribution on amounts invested in IFG Common
Stock. For 1993, such matching contribution was set at a level
equal to 33-1/3 percent of the deferred bonus amount.
Participating Senior Executives vest in these employer-matching
contributions after four years of continued service, subject to
acceleration upon death, permanent disability, retirement under
certain conditions or a change in control of IFG.
The Committee believes that the two components of IFG's Long-Term
Incentive Program described above will increase, over time, the
levels of stock ownership and potential ownership of IFG's Senior
Executives, thus aligning the interests of those persons who have
the greatest ability to affect IFG's financial results more
closely with the interests of IFG's stockholders. The Committee
also believes that significant levels of stock ownership and
ownership potential will assist IFG in retaining the services of
such Senior Executives.
DETERMINATION OF 1993 SENIOR EXECUTIVE COMPENSATION
The Committee met in early February 1994 to determine annual
discretionary bonuses and long-term incentive compensation for
the Senior Executives for 1993. In preparation for this meeting,
the Committee reviewed the two key components of the financial
performance of IFG, its subsidiaries and their various business
lines: profitability and growth.
Chief Executive Officer Compensation
In determining Mr. Weiser's bonus, the Committee reviewed four
key factors it had identified earlier in 1993 to measure IFG's
profitability and growth. With respect to profitability, the
Committee reviewed IFG's 1993 earnings and return on average
equity; and with respect to growth, it reviewed the three-year
compounded growth rates in IFG's revenues and stock price. The
Committee then reviewed similar information for the most recently
available periods for a selected group of publicly held, regional
brokerage firms believed by the Committee and management of IFG
to be comparable with IFG and its significant subsidiaries. All
of such firms are included in the Regional Sub-Index of the
Lipper Analytical Brokerage Stock Price Index used in the
Comparative Stock Performance graph appearing on page 17. The
Committee reviewed the overall performance of IFG and its
subsidiaries relative to the performance of such other companies
giving equal weight to all four of such factors.
<PAGE>
The Committee also reviewed the most recent publicly available
proxy statements for certain of such comparable firms in order to
determine competitive compensation levels for other chief
executive and chief operating officers within the industry. The
Committee compared this information to the relative performance
of such firms based on the factors referred to above. The
Committee also compared the financial performance of IFG during
1993 against the objectives set by the Board of Directors and
management at the beginning of the year. Based on this
information, the Committee determined a compensation range that
it believed fairly reflected IFG's overall and relative financial
performance and was reasonably competitive with other well-
performing firms in the industry.
The Committee then reviewed the specific non-financial objectives
established for IFG by the Board of Directors and management at
the beginning of the year. The Committee evaluated Mr. Weiser's
performance with respect to these and certain other personal,
non-financial objectives.
After consideration of all of the above financial and non-
financial performance factors, the Committee, in its discretion,
determined the amount of Mr. Weiser's annual bonus. After
approval of the bonus, the Committee determined Mr. Weiser's
stock option award level based on the application of his Long-
Term Incentive Percentage to his total cash compensation as
described above. The Committee, in its discretion, also approved
the grant of additional stock options to Mr. Weiser in order to
increase his level of potential ownership.
Compensation of Other Senior Executives
The Committee approved individual bonus amounts for each of the
Senior Executives other than Mr. Weiser based upon
recommendations presented to the Committee by Mr. Weiser. Mr.
Weiser's recommendations were based upon his evaluation of each
Senior Executive's individual, departmental and company
performance and upon advice from other appropriate individuals,
including, in particular, Mr. Smith, the President and Chief
Executive Officer of RPR, with respect to that firm's Senior
Executives. In reviewing departmental and company financial
performance for each of such Senior Executives, Mr. Weiser also
looked to the key components of profitability and growth
identified by the Committee. He reviewed with the Committee
information concerning the revenues, contributions and profit
margins of each of the business lines over the prior three years.
Mr. Weiser also summarized for the Committee the performance of
certain Senior Executives relative to the objectives, both
financial and nonfinancial, established for such executive at the
beginning of the year. The Committee was also provided historical
compensation information prepared by a third-party organization
for a group of 15 to 20 regional brokerage firms, including the
group of comparable publicly held regional firms referred to
above, for background on competitive salary levels within the
industry. With respect to Mr. Smith, the Committee also reviewed
the more current publicly available proxy statement information
with respect to the chief executive and chief operating officers
of the group of comparable publicly held regional firms referred
to above.
<PAGE>
After approval of the bonus amounts by the Committee, stock
option award levels were determined by application of the
applicable Long-Term Incentive Percentage to each Senior
Executive's total cash compensation as described above. The
Committee, in its discretion, also approved the grant of
additional stock options to certain of such Senior Executives,
including Messrs. Smith and Appel, in order to increase these key
Senior Executives' levels of potential ownership. Mr. Appel was
also granted additional options in recognition of his appointment
as the President and Chief Operating Officer of DBI effective
February 3, 1994. The Committee also adjusted the 1994 base
salaries of certain Senior Executives who had assumed additional
duties, including adjusting the base salary of Mr. Appel from
$150,000 to $175,000 to reflect his appointment as the President
and Chief Operating Officer of DBI.
Application of Section 162(m)
As a result of the voluntary deferrals made pursuant to the IFG
Executive Deferred Compensation Plan with respect to bonus
amounts earned for 1993 that would otherwise have been paid in
February 1994, the Company does not currently anticipate that any
Senior Executive named in the Summary Compensation Table
following this Report will receive compensation during calendar
1994 which for purposes of calculating deductible compensation
under Section 162(m) of the Omnibus Budget Reconciliation Act of
1993 will exceed $1,000,000. As a result, the Company expects to
be able to deduct the full amount of compensation paid to its
named Senior Executives in 1994.
Arthur R. Schulze, Jr., Chairman
Susan S. Boren
Lawrence Perlman
Members of the Compensation and Organization Committee
<PAGE>
SUMMARY COMPENSATION TABLE
The following table summarizes, for each of the last three fiscal
years of IFG, the compensation paid to or earned by and awarded
to the Chief Executive Officer of IFG and each of the four other
most highly compensated executive officers of IFG:
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
Name & --------------- --------------
Pincipal Stock
Position Options All Other
During 1993 Year Salary Bonus(1) Awarded(1) Compensation (2)
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Irving Weiser,
Pres. & CEO, 1993 $250,000 $950,000(3) 40,000 $173,946
IFG; Chairman, 1992 250,000 765,000 49,000 77,244
Pres. & CEO,
DBI (4) 1991 250,000 530,000 6,000 84,696
David A. Smith, 1993 $200,000 $825,000(3) 30,200 $169,564
Chairman, Pres.
& CEO, 1992 160,000 690,000 38,000 58,035
RPR; Exec. VP,
IFG 1991 160,000 465,000 5,000 18,094
John C. Appel,
Exec. 1993 $150,000 $450,000(3) 20,000 $90,301
VP & CFO, IFG 1992 150,000 300,000 16,600 38,455
and DBI (4) 1991 150,000 225,000 2,500 50,770
Kenneth R.
Hanks, 1993 $120,000 $270,000(3) 2,500 $47,859
Exec. VP &
CFO, 1992 118,750 225,000 3,400 27,321
RPR; VP,
IFG (5) 1991 105,000 140,000 2,000 16,230
Richard D.
McFarland, 1993 $75,375 $175,000(3) __ $26,382
Chairman, 1992 75,536 175,000 __ 24,139
IFG (6) 1991 75,397 150,000 __ 34,225
</TABLE>
(1) Awarded with respect to such year in January or February of
the following year. See "Report of Compensation Committee on
Executive Compensation - Compensation Philosophy." All options
are 10-year options, vesting over four years, having an exercise
price equal to the closing price per share of IFG Common Stock on
the date of grant as reported on the New York Stock Exchange.
(2) For 1992 and 1991, entire amount represents contributions
made by IFG and/or its subsidiaries for such executives pursuant
to the IFG Profit Sharing Plan, Stock Bonus Plan and Deferred
Compensation Plan for Excess Contributions during the fiscal
years ended December 31. For 1993, represents: (a)
contributions in the following amounts made by IFG and/or its
subsidiaries pursuant to the IFG Profit Sharing Plan, Stock Bonus
Plan, and Deferred Compensation Plan for Excess Contributions
during the fiscal year ended December 31: Mr. Weiser, $99,021;
Mr. Smith, $87,146; Mr. Appel, $45,346; Mr. Hanks, $35,371; and
Mr. McFarland, $26,382; and (b) matching contributions in the
following amounts made by IFG and/or its subsidiaries for certain
of such executives pursuant to the IFG Executive Deferred
Compensation Plan on bonus amounts earned by such executives for
the fiscal year ended December 31, but voluntarily deferred: Mr.
Weiser, $74,925; Mr. Smith, $82,418; Mr. Appel, $44,955; and Mr.
Hanks, $12,488.
<PAGE>
The IFG Profit Sharing Plan, Stock Bonus Plan and Deferred
Compensation Plan for Excess Contributions are broad-based plans
in which all employees of IFG and its subsidiaries may
participate (subject to certain eligibility requirements). Under
the IFG Profit Sharing Plan, IFG and each participating
subsidiary annually contribute 3 percent of all participants'
eligible compensation. In addition, the board of directors of
each company may elect to make an additional discretionary
contribution to such Plan. Such discretionary contributions for
all IFG companies equaled 5 percent of all eligible compensation
in each of 1993, 1992 and 1991. Any contributions to which a
participant would otherwise be entitled under the IFG Profit
Sharing Plan but that exceed federal tax law limitations are
instead credited to an account established for such participant
pursuant to the IFG Deferred Compensation Plan for Excess
Contributions and earn interest at a crediting rate established
in accordance with such Plan. Under the IFG Stock Bonus Plan,
participating employees receive employer-matching contributions
at a rate of 50 percent on voluntary, before-tax contributions of
up to 5 percent of their eligible compensation (subject to
federal tax law limitations) made by such employees to their
accounts under the Plan. Participants vest in employer
contributions after five years under the IFG Profit Sharing Plan,
Stock Bonus Plan and Deferred Compensation Plan for Excess
Contributions.
See note (3) below for additional information concerning the IFG
Executive Deferred Compensation Plan and the named executives'
deferrals thereunder.
(3) Includes the following amounts voluntarily deferred by the
named executive officers pursuant to the IFG Executive Deferred
Compensation Plan: Mr. Weiser, $225,000; Mr. Smith, $247,500; Mr.
Appel, $135,000; and Mr. Hanks, $37,500. The IFG Executive
Deferred Compensation Plan is a voluntary non-tax-qualified,
deferred compensation plan in which the executive officers of IFG
and certain other managerial or highly compensated employees of
IFG or its subsidiaries may participate. Under the Executive
Deferred Compensation Plan, each Senior Executive may elect,
prior to the beginning of a fiscal year, to defer up to 30
percent of his or her discretionary bonus for that year. The
deferred amounts may be invested either in shares of IFG Common
Stock or in an alternate fixed income investment, but the
participating Senior Executive will only receive an employer-
matching contribution on amounts invested in shares of IFG Common
Stock. For 1993, the employer matching contribution was equal to
33-1/3 percent of the deferred amount. Each participating named
executive officer has elected to have all deferred amounts
invested in shares of IFG Common Stock. Participants vest in
employer-matching contributions after four years and are
immediately vested with respect to deferred amounts.
<PAGE>
(4) Effective February 3, 1994, Mr. Appel was named President
and Chief Operating Officer of DBI and resigned his positions as
Chief Financial Officer of each of IFG and DBI. He remains an
Executive Vice President of IFG. Mr. Weiser resigned as
President at the same time, but remains Chairman and Chief
Executive Officer of DBI.
(5) In connection with the restructuring of IFG's Executive
Committee effective February 3, 1994, Mr. Hanks resigned his
position as a Vice President of IFG and ceased to be an
"executive officer" of IFG as defined under the rules of the
Securities and Exchange Commission. Mr. Hanks continues to serve
as Executive Vice President and Chief Financial Officer of RPR.
(6) Pursuant to an agreement which became effective January 1,
1990, IFG has agreed to pay Mr. McFarland $400,000, plus
interest, upon the earliest of (i) his termination of employment
with IFG, (ii) his death or disability, (iii) his attainment of
age 65, or (iv) his request after a change in control of IFG.
Generally, a change in control of IFG is deemed to occur if IFG
enters into an agreement providing for a change in control or if
any person becomes the beneficial owner of securities of IFG
representing more than 20 percent of the combined voting power of
IFG's then outstanding securities. In exchange, Mr. McFarland
agreed not to compete with IFG in the general retail stock and
bond brokerage business for a period of five years.
OPTIONS AND STOCK APPRECIATION RIGHTS
The following tables summarize option grants made to the
executive officers named in the Summary Compensation Table with
respect to the year ended December 31, 1993, option exercises by
such named executive officers during the year ended December 31,
1993, and the potential realizable value of the options held by
such persons at December 31, 1993. No stock appreciation rights
("SARs") have been granted to any of the named executive
officers.
<TABLE>
OPTION GRANTS WITH RESPECT TO YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Individual Grants
-------------------------------------- Potential
% of Total Realizable Value
Options Assumed Annual Rates
Granted to of Stock Price
Employees Appreciation for
with Option Term (2)
Respect Exercise ----------------
Options to Price (per Expiration 5% 10%
Name Granted(1) 1993 share)(1) Date ($50.90) ($81.05)
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Irving
Weiser 40,000 16.7% $31.25 2/1/2004 $786,000 $1,992,000
David A.
Smith 30,200 12.5% $31.25 2/1/2004 $593,430 $1,503,960
John C.
Appel 20,000 8.3% $31.25 2/1/2004 $393,000 $996,000
Kenneth
R. Hanks 2,500 1.0% $31.25 2/1/2004 $49,125 $124,500
Richard D.
McFarland __ __ __ __ __ __
</TABLE>
<PAGE>
(1) All of these options were granted on February 1, 1994 based
upon 1993 performance. See "Report of Compensation Committee on
Executive Compensation - Compensation Philosophy." All such
options become exercisable as follows: 20 percent of such
option shares on February 1, 1996; an additional 30 percent of
such option shares on February 1, 1997; and the remaining 50
percent of such option shares on February 1, 1998. All options
were granted with an exercise price equal to the closing price
per share of IFG's Common Stock on the date of grant as reported
on the New York Stock Exchange.
(2) The "potential realizable value" shown represents the
potential gains based on annual compound stock price appreciation
of 5 percent and 10 percent from the date of grant through the
full 10-year option term. The amount in parentheses indicates
what the price would be for one share of IFG Common Stock at the
end of such 10-year period at such rates of appreciation. The
amounts given represent assumed rates of appreciation only.
Actual gains, if any, on option exercises will depend on future
performance of the IFG Common Stock and overall stock market
conditions. There can be no assurance that the amounts reflected
in this table will be achieved.
<TABLE>
AGGREGATE OPTION EXERCISES DURING YEAR ENDED
DECEMBER 31, 1993 AND VALUE OF OPTIONS HELD AT DECEMBER 31, 1993
<CAPTION>
Number of Value of Unexercised
Unexercised In-the Money
Options Held at Options Held at
Shares December 31, 1993 December 31, 1993
Acquired Value (Exercisable/Un- (Exercisable/Un-
Name on Exercise Realized(1) exercisable)(2) exercisable)(1)(2)
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Irving
Weiser __ __ 17,200/71,800 $357,700/$786,425
David A.
Smith __ __ 15,000/57,000 $311,750/$633,750
John C.
Appel 4,300 $64,150 6,200/26,100 $129,225/$298,575
Kenneth
R. Hanks __ __ 6,400/11,000 $132,900/$163,525
Richard D.
McFarland 2,000 $40,750 4,000/0 $82,000/$0
</TABLE>
(1) "Value" has been determined based upon the difference
between the per-share option exercise price and the closing price
per share of IFG Common Stock as reported on the New York Stock
Exchange at the date of exercise or December 31, 1993.
(2) Does not include the number or value of unexercisable
options granted subsequent to December 31, 1993, included in the
Option Grant table on the previous page.
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return
on IFG's Common Stock for the last five fiscal years with the
cumulative total return on the S&P 500 Index and the Regional
Sub-Index of the Lipper Analytical Brokerage Stock Price Index
(Regional) over the same period (assuming the investment of $100
in each on December 31, 1988, and the reinvestment of all dividends).
(See tabular depiction of stock performance line graph at
Appendix A.)
<PAGE>
COMPENSATION OF DIRECTORS
IFG's non-employee director compensation currently consists of
(i) base compensation in the amount of $15,000 per year; (ii)
$500 for attendance at each Board of Directors or Committee
meeting; (iii) an additional $1,500 per year for each of the
chairman of the Audit Committee and the chairman of the
Compensation and Organization Committee; and (iv) per diem
compensation of $500 per half day or $1,000 per whole day for
significant additional time spent on Company matters beyond the
scope of normal preparation for and attendance at Board and
Committee meetings. In addition, in order to provide additional
incentive for its non-employee directors to serve for significant
periods, IFG has entered into retirement agreements with each of
such directors. Such agreements provide that, upon retirement
from the Board after at least five years of service as a
director, a non-employee director will be paid an annual retainer
fee for the number of years served (up to a maximum of ten
years). The amount of the retainer is determined by multiplying
the annual base compensation rate in effect at the time of
retirement by a percentage equal to 10 percent for each year
served (up to a maximum of ten years). Each non-employee
director of IFG is also automatically granted upon election or
reelection to IFG's Board of Directors a five-year, non-qualified
option to purchase 1,000 shares of IFG's Common Stock which is
first exercisable six months after the date of grant. Such
options are granted with an exercise price equal to the closing
price per share of IFG Common Stock as reported on the New York
Stock Exchange on the date of grant. If proposals 2 and 3 are
approved by IFG's stockholders at the 1994 Annual Meeting, the
annual automatic option grant made to non-employee directors upon
each election or reelection to the Board will be increased,
effective upon their reelection at the 1994 Annual Meeting, from
1,000 to 2,000 shares and non-employee directors will be offered
the option, effective for the Board year beginning with the 1995
Annual Meeting, to elect to receive restricted shares of IFG
Common Stock in lieu of receiving the $15,000 annual base
compensation referred to above in cash. See "Proposal 2 -
Amendment of IFG 1986 Stock Option Plan to Increase Automatic
Option Grant to Non-Employee Directors" and "Proposal 3 -
Adoption of IFG Restricted Stock Plan for Non-Employee
Directors."
CERTAIN TRANSACTIONS
DBI and RPR are broker-dealers who extend credit from time to
time under Federal Reserve Regulation T to certain of IFG's
directors and executive officers and members of their immediate
families. All such loans are made in the ordinary course of
business and on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve
more than normal risk of collectibility or present other
unfavorable features.
<PAGE>
OVERVIEW OF PROPOSALS 2 AND 3 REGARDING COMPENSATION OF
NON-EMPLOYEE DIRECTORS
The Compensation and Organization Committee has recommended and
the Board of Directors has adopted, subject to stockholder
approval, two modifications to the compensation package offered
to directors who are not officers or employees of IFG or any of
its subsidiaries ("Non-Employee Directors"): (i) an amendment to
the IFG 1986 Stock Option Plan to increase the number of options
to purchase shares of IFG Common Stock automatically granted to
Non-Employee Directors upon each election or reelection to the
Board from 1,000 to 2,000 shares; and (ii) the adoption of a new
IFG Restricted Stock Plan for Non-Employee Directors in order to
permit each Non-Employee Director of IFG to elect, on an annual
basis, to receive restricted shares of IFG Common Stock in lieu
of all or part of the annual cash base compensation that would
otherwise be paid to such Non-Employee Director for serving on
IFG's Board. These modifications to IFG's Non-Employee Director
Compensation package were recommended in order to enhance IFG's
ability to attract and retain the services of experienced and
knowledgeable Non-Employee Directors, and to encourage such
directors to increase their equity ownership in IFG, thus
aligning their interest more closely with those of IFG's
stockholders and enabling them to participate in IFG's long-term
success and increase in market value. Each proposal is described
in more detail below.
In order to qualify for certain transaction exemptions under the
federal securities laws, it is necessary to obtain stockholder
approval of each of the proposed amendment (the "Amendment") to
the IFG 1986 Stock Option Plan and the new IFG Restricted Stock
Plan for Non-Employee Directors (the "Restricted Stock Plan").
If the Amendment is approved by IFG's stockholders, it will be
effective as of April 27, 1994, and all Non-Employee Directors
elected to serve on the Board at the 1994 Annual Meeting will
receive options for the purchase of 2,000 shares of IFG Common
Stock on that date. If the Amendment is not approved by IFG's
stockholders, it will not take effect. If the Restricted Stock
Plan is approved by IFG's stockholders, it will be effective as
of April 27, 1994, and deferrals will commence with respect to
the annual base compensation for Non-Employee Directors payable
following their election at the 1995 Annual Meeting. If the
Restricted Stock Plan is not approved by IFG's stockholders, it
will be terminated.
PROPOSAL 2 - AMENDMENT OF IFG 1986 STOCK OPTION PLAN TO INCREASE
AUTOMATIC OPTION GRANT TO NON-EMPLOYEE DIRECTORS
As described above, the Compensation and Organization Committee
has recommended and the Board of Directors has adopted, subject
to stockholder approval, an amendment (the "Amendment") to IFG's
1986 Stock Option Plan, as amended (the "Option Plan"), to
increase from 1,000 to 2,000 the number of options to purchase
shares of IFG Common Stock automatically granted to each Non-
Employee Director of IFG upon each election or reelection to the
Board. The Board of Directors believes that the proposed
Amendment is consistent with the goal of increasing the equity
ownership of those directors whose independent oversight and
long-term planning roles contribute to the achievement of IFG's
long-term strategic goals.
<PAGE>
SUMMARY OF RELEVANT FEATURES OF 1986 STOCK OPTION PLAN
Under the Option Plan, each Non-Employee Director of IFG is
entitled to receive, automatically, on each date that such
director is elected or reelected to IFG's Board of Directors, a
non-qualified option to purchase 1,000 shares of IFG's Common
Stock at an exercise price equal to 100 percent of the fair
market value of such shares on the date of grant. If IFG's
stockholders approve Proposal 2 to amend the Option Plan, that
number of option shares will be increased to 2,000, effective
immediately after the election of directors at the 1994 Annual
Meeting. Assuming all directors nominated for election at the
1994 Annual Meeting are elected, six Non-Employee Directors will
be eligible to receive options to purchase 2,000 shares of IFG
Common Stock on such date.
All options granted to Non-Employee Directors under the Option
Plan become exercisable six months after the date of grant and
expire five years after the date of grant. Such options may be
exercised for cash or, in the discretion of the Compensation and
Organization Committee, for shares of IFG's Common Stock already
owned by the optionholder or a combination of cash and Common
Stock.
The Board of Directors has the authority to amend or discontinue
the Option Plan at any time. No amendment of the Option Plan,
however, may, without the approval of stockholders: (i) increase
the total number of shares of Common Stock for which options may
be granted under the Option Plan, (ii) decrease the minimum
option exercise price, (iii) extend the maximum option term, or
(iv) modify the eligibility requirements for Option Plan
participation. The Board of Directors may not alter or impair
any option previously granted under the Option Plan without the
consent of the optionholder.
The closing sale price per share of IFG Common Stock on March 9,
1994, as reported on the New York Stock Exchange, was $31-1/8.
The Option Plan is administered by the Compensation and
Organization Committee of IFG's Board of Directors.
FEDERAL INCOME TAX CONSEQUENCES
The grant of an option under the Option Plan is not expected to
result in any taxable income for the recipient. Upon exercising
a non-qualified stock option, the optionee must recognize
ordinary income equal to the excess of the fair market value of
the shares of IFG Common Stock acquired on the date of exercise
over the exercise price, and IFG will be entitled at that time to
a tax deduction for the same amount. The tax consequence to a
Non-Employee Director upon a disposition of shares acquired
through the exercise of a non-qualified option granted under the
Option Plan will depend upon how long the shares have been held.
Generally, there will be no tax consequence to IFG in connection
with disposition of shares acquired pursuant to such an option.
Special rules apply to Non-Employee Directors under Section 16(b)
of the Securities Exchange Act of 1934, as amended. Under
certain circumstances, shares received pursuant to the exercise
of a stock option may be deemed restricted under the Code for a
period of up to six months after the date of exercise resulting
in the amount of any ordinary income recognized, and the amount
of the Company's tax deduction, being determined as of the end of
such period instead of on the date of exercise.
<PAGE>
The Board of Directors recommends a vote FOR Proposal 2 to amend
the Option Plan. The affirmative vote of a majority of the
shares of IFG Common Stock present and entitled to vote at the
1994 Annual Meeting is necessary to approve Proposal 2. Proxies
will be voted in favor of Proposal 2 unless otherwise specified.
If an executed proxy card is returned and no instruction is
given, the shares of IFG Common Stock represented by such proxy
will be voted in favor of Proposal 2. If an executed proxy card
is returned and the stockholder has abstained from voting on
Proposal 2, the shares of IFG Common Stock represented by such
proxy will be considered present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote
with respect to Proposal 2, but will not be considered to have
been voted in favor of Proposal 2. If an executed proxy is
returned by a broker holding shares in street name indicating
that broker does not have or has not exercised discretionary
authority to vote with respect to Proposal 2, such shares will be
considered present at the meeting for purposes of determining a
quorum, but will not be considered to be represented at the
meeting for purposes of calculating the vote with respect to
Proposal 2.
PROPOSAL 3 - ADOPTION OF IFG RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
As described above, the Compensation and Organization Committee
has also recommended and the Board of Directors has also
approved, subject to stockholder approval, the adoption of a new
IFG Restricted Stock Plan for Non-Employee Directors in order to
permit each Non-Employee Director to elect, on an annual basis,
to receive restricted shares of IFG Common Stock in lieu of all
or part of the annual cash base compensation that would otherwise
be paid to such Non-Employee Director for serving on IFG's Board.
The Board of Directors believes that the adoption of the
Restricted Stock Plan is consistent with the goal of increasing
the equity ownership of those directors whose independent
oversight and long-term planning roles contribute to the
achievement of IFG's long-term strategic goals.
SUMMARY OF RESTRICTED STOCK PLAN
The maximum number of shares of IFG Common Stock issuable under
the Restricted Stock Plan is 100,000 shares. IFG may fund the
plan either with authorized by unissued shares of IFG Common
Stock or by making open market purchases of shares of IFG Common
Stock, or some combination thereof.
<PAGE>
ELIGIBILITY
Directors who are not officers or employees of IFG or any
subsidiary of IFG are eligible to participate in the Restricted
Stock Plan. Had the Restricted Stock Plan been in effect on
March 1, 1994, six Non-Employee Directors would have been
eligible to participate.
INVESTMENT ELECTION
The Restricted Stock Plan permits each Non-Employee Director of
IFG to make an irrevocable election to receive, in lieu of 50
percent or 100 percent of the annual cash base compensation such
director would otherwise be entitled to receive for serving on
IFG's Board of Directors for the year, restricted shares of IFG
Common Stock having a market value, based on the closing sale
price per share of IFG Common Stock as reported on the New York
Stock Exchange on the date of grant, equal to 110 percent of the
base compensation foregone, rounded up to the nearest whole
number of shares. Such election may be made annually and would
be required to be made at least six months prior to the annual
meeting of stockholders at which such Non-Employee Director is
elected in order to qualify for certain transaction exemptions
under the federal securities laws. IFG may either issue new
shares of IFG Common Stock or purchase shares of IFG Common Stock
in the open market to fulfill the requirements of the Restricted
Stock Plan. Certificates representing restricted shares granted
to Non-Employee Directors under the Restricted Stock Plan will be
issued in the name of each Non-Employee Director with appropriate
legends concerning applicable restrictions and will be held by
IFG until such restrictions have been satisfied or the shares
have been forfeited.
VESTING; RESTRICTIONS OF OWNERSHIP
The Restricted Stock Plan provides that shares of IFG Common
Stock issued to a participating Non-Employee Director will, in
general, vest over a five-year period, as follows: 20 percent on
the third anniversary of the annual meeting with respect to which
an Non-Employee Director has made a fee deferral election, an
additional 30 percent on the fourth anniversary of such date and
the remaining 50 percent on the fifth anniversary of such date.
Prior to the vesting of such shares under the Restricted Stock
Plan, a participating Non-Employee Director will not be permitted
to sell, transfer, pledge, assign or otherwise hypothecate such
shares. Except as set forth below, if a participating Non-
Employee Director ceases to serve as a director of IFG, he or she
will forfeit all shares that are not vested on the date that such
person ceases to be a member of the Board of Directors.
In the event that a participating Non-Employee Director dies or
becomes permanently disabled prior to the date on which shares of
IFG Common Stock issued in his or her name become vested, all
such shares will automatically vest on the date of such death or
permanent disability. Similarly, if a participating Non-Employee
Director retires in accordance with IFG's Board retirement policy
then in effect, the shares issued in his or her name will
automatically vest on the date of such retirement. Under IFG's
current Board retirement policy, directors are generally
ineligible to stand for reelection after the earlier of 12 years
of service on the Board or 68 years of age.
<PAGE>
In the event of a "Change-in-Control," as defined in the
Restricted Stock Plan, all shares issued in the name of
participating Non-Employee Directors under the Restricted Stock
Plan will automatically vest, and IFG will be obligated to
distribute all share certificates, without restrictive legends,
to the participating Non-Employee Directors within 10 days after
the occurrence of such event. "Change-in-Control" events
include; (i) a person or group becoming the beneficial owner of
35 percent or more of the voting power of all of the outstanding
IFG voting securities; (ii) IFG's stockholders having approved
either a merger in which IFG is not the surviving entity, a sale
of all or substantially all of IFG's assets or a plan of
liquidation or dissolution of IFG; (iii) the directors who are
unaffiliated with an "Acquiring Person" (as defined in the Plan)
and who were members of the Board at the time the Plan was
adopted, or were nominated by such directors (collectively, the
"Continuing Directors"), are no longer a majority of the Board,
or (iv) the majority of Continuing Directors determine, in their
sole discretion, that there has been a change-in-control of IFG.
DISTRIBUTIONS
Upon the vesting of 100 percent of the shares of restricted stock
granted to a Non-Employee Director in lieu of cash base
compensation for any year (or upon the earlier request of such
director with respect to a partial vesting of shares granted with
respect to any year) as described above, IFG will distribute
certificates representing such shares, without restrictive
legends, to such Non-Employee Director.
TAX CONSEQUENCES
The shares of IFG Common Stock awarded under the Restricted Stock
Plan will be restricted as to transferability and subject to
substantial risk of forfeiture until such shares become vested.
Therefore, unless a special election is made pursuant to the
Code, a participating Non-Employee Director will not recognize
ordinary income at the date the shares are granted under the
Restricted Stock Plan, but will instead recognize ordinary income
at the time such shares initially vest in an amount equal to the
fair market value of the shares (determined as of the date such
shares first become vested). IFG will be entitled at that time
to a tax deduction in the same amount.
VOTING AND DIVIDEND RIGHTS
Voting rights for all restricted shares of IFG Common Stock
awarded under the Restricted Stock Plan will be held by the
participating Non-Employee Directors with respect to all matters
as to which such shares are generally entitled to be voted. In
addition, all cash dividends declared on the outstanding shares
of IFG Common Stock will be paid to the participating Non-
Employee Directors until such time, if ever, as such shares are
forfeited.
PLAN ADMINISTRATION
The Plan will be administered by the Compensation and
Organization Committee.
The Restricted Stock Plan may not be amended without stockholder
approval to: (i) increase the amount of restricted shares of IFG
Common Stock to be issued to any Non-Employee Director in lieu of
base compensation for any year; or (ii) materially modify the
vesting requirements for shares issued under the Restricted Stock
Plan.
<PAGE>
The Board of Directors recommends a vote FOR Proposal 3 to
approve the IFG Restricted Stock Plan for Non-Employee Directors.
The affirmative vote of a majority of the shares of IFG Common
Stock present and entitled to vote at the 1994 Annual Meeting is
necessary to approve Proposal 3. Proxies will be voted in favor
of Proposal 3 unless otherwise specified. If an executed proxy
card is returned and no instruction is given, the shares of IFG
Common Stock represented by such proxy will be voted in favor of
Proposal 3. If an executed proxy card is returned and the
stockholder has abstained from voting on Proposal 3, the shares
of IFG Common Stock represented by such proxy will be considered
present at the meeting for purposes of determining a quorum and
for purposes of calculating the vote with respect to Proposal 3,
but will not be considered to have been voted in favor of
Proposal 3. If an executed proxy is returned by a broker holding
shares in street name indicating that such broker does not have
or has not exercised discretionary authority to vote with respect
to Proposal 3, such shares will be considered present at the
meeting for purposes of determining a quorum, but will not be
considered to be represented at the meeting for purposes of
calculating the vote with respect to Proposal 3.
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, based upon the recommendation of its
Audit Committee, has appointed KPMG Peat Marwick as independent
auditors to audit the consolidated financial statements of IFG
and its subsidiaries for the current fiscal year ending December
31, 1994, and to perform other appropriate accounting services
and recommends that the stockholders of IFG ratify that
appointment. KPMG Peat Marwick audited IFG's financial
statements for the fiscal years ended December 31, 1991, 1992 and
1993. Representatives of KPMG Peat Marwick will be present at
the 1994 Annual Meeting of Stockholders, will have an opportunity
to make a statement if they desire to do so and will be available
to respond to appropriate questions from stockholders.
The affirmative vote of a majority of the outstanding shares of
IFG Common Stock present and entitled to vote at the 1994 Annual
Meeting is required to approve Proposal 4 ratifying the
appointment of KPMG Peat Marwick. Proxies will be voted in favor
of Proposal 4 unless otherwise specified. If an executed proxy
card is returned and no instruction is given, the shares of IFG
Common Stock Represented by such proxy will be voted in favor of
Proposal 4. If an executed proxy card is returned and the
stockholder has abstained from voting on Proposal 4, the shares
of IFG Common Stock represented by such proxy will be considered
present at the meeting for purposes of determining a quorum and
for purposes of calculating the vote with respect to Proposal 4,
but will not be considered to have been voted in favor of
Proposal 4.
<PAGE>
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposal by a stockholder which may properly be presented at
the next annual meeting of IFG's stockholders must be received at
IFG's principal executive offices, Dain Bosworth Plaza, 60 South
Sixth Street, P.O. Box 1160, Minneapolis, Minnesota 55440-1160,
not later than November 25, 1994.
GENERAL
The Board of Directors of IFG does not know of any other business
to come before the 1994 Annual Meeting of Stockholders. If any
other matters are properly brought before the meeting, however,
the persons named in the accompanying form of proxy will vote
such proxy in accordance with their best judgment.
The entire cost of soliciting proxies for the 1994 Annual Meeting
of Stockholders will be borne by IFG. In addition to soliciting
proxies by mail, officers, directors and other regular employees
of IFG or its subsidiaries may solicit proxies on behalf of the
Board of Directors of IFG in person or by telephone. IFG will
also request that brokers or other nominees who hold shares of
IFG Common Stock in their names for the benefit of other persons
forward proxy materials to, and obtain voting instructions from,
the beneficial owners of such stock at IFG's expense.
Your cooperation in giving this matter your immediate attention
and in returning your proxy promptly will be appreciated.
By Order of the Board of Directors
Carla J. Smith
Secretary
March 24, 1994
<PAGE>
Upon written request, Inter-Regional Financial Group, Inc., will
furnish, without charge, to persons solicited by this Proxy
Statement a copy of its Annual Report on Form 10-K (excluding
exhibits) filed with the Securities and Exchange Commission for
its fiscal year ended December 31, 1993. Request should be
addressed to Inter-Regional Financial Group, Inc., P.O. Box 1160,
Minneapolis, Minnesota 55440-1160, Attention: Carla J. Smith,
Secretary.
<PAGE>
PROXY CARD
Proxy
P.O. Box 1160, Minneapolis, Minnesota 55440-1160
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Richard D. McFarland and Irving
Weiser, and each of them, with power to appoint a substitute, to
vote all shares the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Inter-Regional Financial Group, Inc.
to be held on April 27, 1994, and at all adjournments thereof, as
specified below on the matters referred to and in their
discretion upon any other matters which may be brought before the
meeting.
__________________________________________________________________
1. Election of [ ] For all nominees [ ] Withhold Authority
Directors listed below to vote for all
(except as marked nominees listed
to the contrary)* below
S.S. Boren, F.G. Fitz-Gerald, R.D. McFarland, L. Perlman,
C.A. Rundell, Jr., R.L. Ryan, A.R. Schulze, Jr., D.A. Smith
and I. Weiser
*(Instruction: To withhold authority to vote for any individual
nominee, draw a line through that nominee's name.)
___________________________________________________________________
2. Approval of an amendment to [ ] For [ ] Against [ ] Abstain
IFG's 1986 Stock Option Plan
to increase from 1,000 to
2,000 the number of options
automatically issued to non-
employee directors upon each
election or reelection to the
Board.
___________________________________________________________________
3. Approval of the new IFG [ ] For [ ] Against [ ] Abstain
Restricted Stock Plan for
Non-Employee Directors
___________________________________________________________________
4. Ratification of appointment [ ] For [ ] Against [ ] Abstain
of auditors.
___________________________________________________________________
5. Discretionary authority to
vote on any other business
that may property come before
the meeting
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is made, this proxy will be voted FOR all nominees named in Item
1 and FOR Proposals 2, 3, 4 and 5.
Please sign exactly as name appears below. When shares are held
by joint tenants, both must sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
_____________________________________
Signature
_____________________________________
Signature (if held jointly)
Dated: _______________, 1994
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
<PAGE>
Exhibit A
AMENDMENT TO THE STOCK OPTION PLAN
Section 9 is hereby deleted and replaced in its entirety as
follows:
9. Options to Non-employee Directors.
Each director of IFG who is not an employee of IFG or any of
its subsidiaries shall be granted an option to purchase 2,000
shares of Common Stock on each date of the director's election
or reelection to the Board of Directors. The option price shall
be equal to 100% of the fair market value on the date of grant.
The options shall not qualify as incentive stock options and
shall be immediately exercisable in full for a period of five
years from the date of grant.
Amended: Effective as of April 27, 1994.
<PAGE>
INTER-REGIONAL FINANCIAL GROUP, INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose of the Plan. The Purpose of the Inter-Regional
Financial Group, Inc. Restricted Stock Plan for Non-Employee
Directors (the "Plan") is to advance the interests of Inter-
Regional Financial Group, Inc. (the "Company") and its
stockholders by enabling the Company to attract and retain the
services of experienced and knowledgeable non-employee directors
and to offer the opportunity for non-employee directors to
increase their interest as stockholders of the Company, thereby
serving to align the interests of non-employee directors with
those of other stockholders in the long-term success of the
Company.
2. Eligibility. Only directors of the Company who are not also
officers or other employees of the Company or of one of its
subsidiaries ("Eligible Directors") are eligible to participate
in this Plan.
3. Shares Available for Issuance.
3.1 Maximum Number of Shares Available. Subject to
adjustment as provided in Section 3.2 of this Plan, the maximum
number of shares of Common Stock, par value $.125 per share, of
the Company (the "Common Stock") that will be available for
issuance under this Plan will be 100,000 shares. The shares of
Common Stock available for issuance under this Plan may, at the
election of the Committee, be either authorized but unissued
shares or shares purchased by the Company in the open market.
3.2 Adjustments to Shares. In the event of any
reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off or any other change
in the corporate structure or shares of the Company), the
Committee (as defined in Section 8 hereof) (or, if the Company is
not the surviving corporation in any such transaction, the board
of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the
number and kind of securities available for issuance under this
Plan.
4. Deferral Election and Restricted Stock Award.
4.1 Deferral of Regular Cash Compensation into Restricted
Stock. Each Eligible Director may irrevocably elect, once per
year, to reduce either 50% or 100% of the annual cash retainer
(the "Annual Retainer") otherwise payable for services to be
rendered by him or her as a director (excluding any additional
fees payable for attending any meetings of the Board of Directors
of the Company (the "Board") or a Committee of the Board, or for
serving on a committee of the Board) for the twelve-month period
covered by such Annual Retainer (a "Director Year") and to
receive in lieu thereof shares of restricted Common Stock
("Restricted Shares"). Any such election (a "Deferral Election")
shall be in writing and must be made at least six months before
the services are rendered giving rise to such compensation. In
consideration for foregoing the Annual Retainer, the amount so
deferred by an Eligible Director who elects to participate in
this Plan (a "Participating Director") shall be increased by 10%
for purposes of determining the number of Restricted Shares to be
awarded to such Participating Director under this Plan.
<PAGE>
If any Eligible Director makes a Deferral Election for any
Director Year, there shall be awarded to such Participating
Director a number of Restricted Shares equal to the Annual
Retainer payable for such Director Year (increased by 10% as
described in the preceding sentence) divided by the closing price
per share of the Common Stock on the New York Stock Exchange as
reported for the date of the annual meeting of stockholders of
the Company for such Director Year at which such Participating
Director is elected by the stockholders, which resulting number
shall be rounded up to the nearest whole number of shares.
The first Deferral Election to be made under this Plan shall be
made at least six months in advance of the date of the 1995
Annual Meeting of Stockholders of the Company with respect to the
Annual Retainer payable in connection with the 1995-1996 Director
Year.
4.2 Vesting Schedule. Restricted Shares issued under this
Plan to any Participating Director for any given Deferral
Election shall be subject to forfeiture until vested, and shall
vest according to the following schedule: 20% on the third
anniversary of the date of the annual meeting of the Company's
stockholders in advance of which a Participating Director has
made a Deferral Election of his or her Annual Retainer pursuant
to Section 4.1 hereof (the "Award Date"); 50%, in the aggregate,
on the fourth anniversary of the Award Date; and 100%, in the
aggregate, on the fifth anniversary of the Award Date.
4.3 Transfer Restrictions and Forfeiture. Except as
otherwise set forth in Section 4.4 hereof, the holder of a
Restricted Share may not sell, transfer, pledge, subject to lien,
assign or otherwise hypothecate such Restricted Share until the
vesting period with respect to such Restricted Share has lapsed
in accordance with the terms of Section 4.4 hereof. Restricted
Shares granted hereunder shall be entirely forfeited (but any
cash dividends previously paid with respect thereto shall be
retained by the Participating Director) in the event that, during
a vesting period, the Participating Director ceases to be a
director for any reason other than as set forth in Section 4.4
hereof. A breach by a Participating Director of the terms and
conditions of this Plan during the vesting period shall cause a
forfeiture of all Restricted Shares which have not vested as of
the date of such breach.
4.4 Lapse of Restrictions. All restrictions on Restricted
Shares issued to a Participating Director shall lapse upon the
earliest to occur of the following:
(a) The fifth anniversary of the Award Date with respect to
such Restricted Shares;
(b) The date of the holder's death or "disability" (as
defined below);
<PAGE>
(c) The date on which the holder retires from the Board in
accordance with the Company's Board retirement policy then in
effect; or
(d) The tenth day following the date on which a "Change of
Control" (as defined below) has occurred.
For purposes of this Plan, "disability" shall mean long-term
disability as defined in the Company's Profit Sharing Plan, or
any other plan of the Company then in effect which generally
defines "disability" for its participants.
For purposes of this Plan, "Change of Control" with respect to
the Company shall mean:
(i) The public announcement (which, for purposes of this
definition), shall include, without limitation, a report filed
pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") that any person, entity or
"group," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, other than the Company or any of its
subsidiaries, or the IFG Stock Bonus Plan or any other employee
benefit plan of the Company or any of its subsidiaries, or any
entity holding shares of Common Stock organized, appointed or
established for, or pursuant to the terms of, any such plan, has
become the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of 35% or more of the combined voting power
of the Company's then outstanding voting securities in a
transaction or series of transactions;
(ii) The continuing Directors cease to constitute a majority
of the Board;
(iii) The stockholders of the Company approve (1) any
consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which
shares of the Company's stock would be converted into cash,
securities or other property, other than a merger of the Company
in which stockholders immediately prior to the merger have the
same proportionate ownership of stock of the surviving
corporation immediately after the merger; (2) any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets
of the company; or (3) any plan of liquidation or dissolution of
the company; or
<PAGE>
(iv) The majority of the Continuing Directors determine, in
their sole and absolute discretion, that there has been a change
in control of the Company.
For purposes of this Plan, "Continuing Director" shall mean any
person who is a member of the Board, while such a person is a
member of the Board, who is not an Acquiring Person (as
hereinafter defined) or an Affiliate or Associate (as hereinafter
defined) of an Acquiring Person, or a representative of an
Acquiring Person or of any such Affiliate or Associate, and who
(A) was a member of the Board on April 27, 1994, or (B)
subsequently becomes a member of the Board, if such person's
initial nomination for election or initial election to the Board
is recommended or approved by a majority of the Continuing
Directors.
For purposes of this Plan, "Acquired Person" shall mean any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) who or which, together with all Affiliates and
Associates of such person, is the "beneficial owner" (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 35% or more
of the combined voting power of the Company's then outstanding
securities, but shall not include the Company, any subsidiary of
the Company or any employee benefit plan of the Company or of any
subsidiary of the Company or any entity holding shares of Common
Stock organized, appointed or established for, or pursuant to the
terms of, any such plan; and "Affiliate" and "Associate" shall
have the respective meanings ascribed to such terms in Rule 12b-2
promulgated under the Exchange Act.
4.5 Rights as a Stockholder. Restricted Shares shall be
represented by a stock certificate registered in the name of the
holder. Except as otherwise provided in this Plan, a
Participating Director will have all voting, dividend,
liquidation and other rights with respect to Restricted Shares
issued to the Participating Director under this Plan as if such
Participating Director were a holder of record of shares of
unrestricted Common Stock; provided that, if any dividend is
declared and paid by the Company in any form other than cash,
such noncash dividend shall be subject to the same vesting
schedule, forfeiture terms and transferability restrictions as
are applicable to the Restricted Shares on which such dividends
were paid.
4.6 Enforcement of Restrictions. To enforce the restrictions
referred to in this Section 4, the Committee will place a legend
on the stock certificates referring to such restrictions and will
require Participating Directors, until the forfeiture
restrictions have lapsed, to keep the stock certificates,
together with duly endorsed stock powers, in the custody of the
Company or its transfer agent or to maintain evidence of stock
ownership, together with duly endorsed stock powers, in a
certificateless book-entry stock account with the Company's
transfer agent for its Common Stock.
<PAGE>
5. Distributions. Upon the lapsing of the restrictions on any
Restricted Shares, such shares shall become shares of
unrestricted Common Stock vested in the Participating Director
and any legends regarding the Section 4 (but not the Section 9)
restrictions affixed to the certificates representing such shares
shall be removed. A Participating Director shall be entitled to
request delivery of the certificate or certificates representing
such unrestricted shares at any time after such vesting has
occurred. The Company shall cause delivery of such certificate
or certificates to be made as soon as practicable after the
lapsing (in accordance with Section 4.4 hereof) of all
restrictions imposed by this Plan for all Restricted Shares
issued with respect to a given Deferral Election. An Eligible
Director will be entitled to designate a beneficiary to receive
the Restricted Shares that have vested upon such Eligible
Director's death (assuming such director is a Participating
Director at his or her death), and in the event of a
Participating Director's death, payment of any amounts due under
this Plan will be made to such Participating Director's legal
representatives, heirs and legatees.
6. Date of Termination of Service as a Director. An Eligible
Director's service as a director of the Company will, for
purposes of this Plan, be deemed to have terminated on the date
recorded on the personnel or other records of the Company, as
determined by the Committee based upon such records.
7. Rights of Eligible Directors.
7.1 Service as a Director. Nothing in this Plan will
interfere with or limit in any way the right of the Board or the
stockholders of this Company to remove from the Board an Eligible
Director, and neither this Plan, nor any action taken pursuant to
this Plan, will constitute or be evidence of any agreement or
understanding, express or implied, that the Board or the
stockholders of the Company will retain an Eligible Director for
any period of time or at any particular rate of compensation.
7.2 Nonexclusivity of the Plan. Nothing contained in this
Plan is intended to modify or rescind any previously approved
compensation plans or programs of the Company or create any
limitations on the power or authority of the Board to adopt such
additional or other compensation arrangements as the Board may
deem necessary or desirable.
8. Administration. This Plan will be administered by a
committee (the "Committee") consisting solely of three or more
members of the Board of Directors of the Company, which Committee
shall be the Compensation and Organization Committee of the Board
(or its successor committee) until otherwise determined by the
Board. All questions of interpretation of this Plan will be
determined by the Committee, each determination, interpretation
or other action made or taken by the Committee pursuant to the
provisions of this Plan will be conclusive and binding for all
purposes and on all persons, and no member of the Committee will
be liable for any action or determination made in good faith with
respect to this Plan or any grant of Restricted Shares made under
this Plan.
<PAGE>
9. Securities Law and Other Restrictions. Notwithstanding any
other provision of this Plan or any agreements entered into
pursuant to this Plan, the Company will not be required to issue
any shares of Common Stock under this Plan, and an Eligible
Director may not sell, assign, transfer or otherwise dispose of
shares of Common Stock issued pursuant to awards granted under
this Plan, unless (a) there is in effect with respect to such
shares a registration statement under the Securities Act and any
applicable state securities laws or an exemption from such
registration under the Securities Act and applicable state
securities laws, and (b) there has been obtained any other
consent, approval or permit from any other regulatory body which
the Committee, in its sole discretion, deems necessary or
advisable. The Company may condition such issuance, sale or
transfer upon the receipt of any representations or agreements
from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply
with such securities law or other restrictions.
10. Plan Amendment, Modification and Termination. The Board may
suspend or terminate this Plan or any portion thereof at any
time, and may amend this Plan from time to time in such respects
as the Board may deem advisable in order that awards under this
Plan will conform to any change in applicable laws or regulations
or in any other respect the Board may deem to be in the best
interests of the Company; provided, however, that (a) no
amendments to this Plan will be effective without approval of the
stockholders of the Company if stockholder approval of the
amendment is then required pursuant to Rule 16b-3 under the
Exchange Act or the rules of the New York Stock Exchange,
including, without limitation, any amendment to (i) increase
above 110% the percentage of Annual Retainer to be applied to the
grant of Restricted Shares under Section 4.1 hereof, or (ii)
modify materially the vesting requirements for Restricted Shares
under Section 4.2 hereof, and (b) to the extent prohibited by
Rule 16b-3 of the Exchange Act, this Plan may not be amended more
than once every six months. No termination, suspension or
amendment of this Plan may adversely affect any outstanding award
without the consent of the affected Participating Director;
provided, however, that this sentence will not impair the right
of the Committee to take whatever action it deems appropriate
under Section 8 of this Plan.
11. Effective Date and Duration of the Plan. This Plan shall be
effective as of the date of its approval by the stockholders of
the Company. If this Plan is not approved by the Company's
stockholders at its 1994 Annual Meeting of Stockholders, to be
held April 27, 1994, or any adjournment thereof, this Plan shall
be void and of no effect. Assuming such stockholder approval is
obtained, and unless earlier terminated by the Board, this Plan
will terminate on April 27, 2004. No Deferral Election may be
made after the termination of this Plan, but such termination
shall not affect the terms and conditions of any awards of
Restricted Stock made with respect to Deferral Elections made
prior to such termination.
12. Miscellaneous.
12.1 Governing Law. The validity, construction,
interpretation, administration and effect of this Plan and any
rules, regulations and actions relating to this Plan will be
governed by and construed exclusively in accordance with the laws
of the State of Delaware.
12.2 Successors and Assigns. This Plan will be binding upon
and inure to the benefit of the successors and permitted assigns
of the Company and the Eligible Directors.
<PAGE>
APPENDIX A
The following is a tabular depiction of the stock performance
line graph presented in the paper format on the Company's
filing:
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
IFG $100.00 $88.81 $51.95 $175.32 $188.92 $298.06
REGIONAL 100.00 105.93 86.66 228.34 255.16 335.27
S&P 500
INDEX 100.00 131.63 127.54 166.32 178.96 196.73
</TABLE>
(1) Total return calculations on the S&P 500 Index were performed by
Standard & Poor's Compustat Services, Inc.
(2) Total return calculations on the Regional Sub-Index of the
Lipper Analytical Brokerage Stock Price Index were performed
by Lipper Analytical Securities Corporation. This index is
comprised of 15 publicly held regional securities firms,
including IFG, and has been weighted based upon the market
capitalizations of such firms in accordance with Securities
and Exchange Commission rules.
