<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 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 Rule 14a-11(c) or Rule 14a-12
CORUS BANKSHARES, INC.
- --------------------------------------------------------------------------------
(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)(1) 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.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
<TABLE>
<S> <C> <C>
CORUS LOGO ROBERT J. GLICKMAN 3959 N. Lincoln Ave.
President and CEO Chicago, IL 60613
</TABLE>
March 17, 2000
TO OUR SHAREHOLDERS:
I would like to invite you to attend the 2000 Annual Meeting of Shareholders of
Corus Bankshares, Inc., to be held on Wednesday, April 26, 2000 at 10:00 a.m. at
the Corus Bank, N.A. branch at 4800 N. Western Avenue, Chicago, Illinois.
The primary purpose of the Annual Meeting will be to elect eight directors and
ratify the appointment of Arthur Andersen LLP as independent public accountants
for 2000. We will also be sharing with you information about our performance
during 1999. Additionally, the Annual Meeting will give you an opportunity to
meet our Directors and our Senior Officers.
WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING OR NOT, PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE. YOUR VOTE IS VERY
IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN. If you do attend the Annual
Meeting and wish to vote in person, you may do so, even though you have
previously sent in a proxy.
I look forward to seeing you at the Meeting.
Very truly yours,
/s/ Robert Glickman
<PAGE> 3
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors of Corus
Bankshares, Inc. (Corus) for use at the Annual Meeting of Shareholders, to be
held on April 26, 2000, at 10:00 a.m., in the branch of Corus Bank, N.A., 4800
N. Western Avenue, Chicago, Illinois, or at any adjournment of such meeting.
Each proxy received from shareholders will be voted at the meeting and, if
specified, as directed, by the shareholder. Unless contrary instructions are
given, the proxy will be voted at the meeting for the election of the nominees
for the office of Director, as set forth below, the ratification of Arthur
Andersen LLP as independent public accountants, and, in accordance with the best
judgment of the holders thereof, any other business which may properly come
before the meeting and be submitted to a vote of the shareholders. Shares
represented by proxies which are marked "withholding authority" with respect to
the election of one or more nominees for election as directors and proxies which
are marked "abstain" on other proposals WILL NOT be counted in determining
whether a majority vote was obtained in such matters. With respect to brokers
who are prohibited from exercising discretionary authority for beneficial owners
who have not returned proxies to the brokers, those shares WILL NOT be included
in the vote totals. A proxy may be revoked at any time prior to its exercise by
means of a written revocation or a properly executed proxy bearing a later date.
Shareholders having executed and returned a proxy who attend the meeting and
desire to vote in person are requested to so notify the Secretary of Corus prior
to or at the time of a vote taken at the meeting. The cost of soliciting proxies
in the accompanying form has been or will be borne by Corus.
OUTSTANDING VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Corus has 14,369,290 shares of $0.05 par value Common Stock outstanding. Each
share is entitled to one vote. Shareholders of record as of the close of
business on February 28, 2000 are entitled to vote at the meeting. So far as is
known to Corus, as of February 28, 2000, the following shareholders owned
beneficially or of record more than five percent (5%) of the Common Stock of
Corus:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
SHAREHOLDER(1) BENEFICIAL OWNERSHIP PERCENT
- -------------- -------------------- -------
<S> <C> <C>
R.J. Glickman 4,927,518(2) 34.1%
J.C. and B.R. Glickman 2,114,537(3) 14.6%
E.W. Glickman 1,302,143(4) 9.0%
M.L. and E.G. Galinson 1,090,857(5) 7.5%
</TABLE>
- ---------------
(1) Shareholder addresses: Corus Bank, N.A., 3959 N. Lincoln Ave., Chicago, IL
60613
(2) Includes: 2,000,000 shares held as trustee for the Joseph C. Glickman
Grantor Retained Annuity Trust; 355,660 shares held as sole trustee of
various trusts for the benefit of his children; and 59,126 shares owned by
the Robert and Caryn Glickman Foundation of which Robert J. Glickman is a
director and an officer. R.J. Glickman is the son of J.C. and B.R. Glickman.
(3) Includes 2,000,000 shares held as the sole beneficiary of the Joseph C.
Glickman Grantor Retained Annuity Trust for which Robert J. Glickman has
voting power.
(4) Includes 35,870 shares held as trustee for the benefit of various relatives
of Joseph C. Glickman under Glickman Family Trusts dated September 21, 1987
and March 9, 1992. E.W. Glickman is the son of J.C. and B.R. Glickman.
<PAGE> 4
(5) Includes 831,217 shares held as co-trustee of their family trust; 139,640
shares held as trustee for the benefit of their children or a family
partnership; and, 120,000 shares held as co-trustee for various charitable
trusts or foundations. E.G. Galinson is the daughter of J.C. and B.R.
Glickman.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Bylaws of Corus provide that the "Board shall consist of not less than five
nor more than thirteen in number as may be determined at each Annual Meeting of
the Shareholders of the Company". The Bylaws also state that at the Annual
Meeting of Shareholders the concurrence of a majority of all the issued and
outstanding stock entitled to vote thereat shall be required for taking any
action by the shareholders including the election of directors. At the meeting,
it will be proposed to elect eight directors to hold office until the next
Annual Meeting of Shareholders and until their successors are elected and
qualify. Shareholders of Corus have no cumulative voting rights with respect to
the election of directors.
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<PAGE> 5
The following individuals are nominees for election. All of the nominees have
indicated a willingness to serve, but in case any of the nominees is not a
candidate at the Annual Meeting, it is the intention of the proxy holders to
vote in favor of the remainder of those named and to vote for substitute
nominees in their discretion. Information regarding these eight nominees and the
number of shares of Common Stock beneficially owned by them as of February 28,
2000, is set forth below:
DIRECTOR NOMINEES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
NAME, AGE AND PERIOD OF PRINCIPAL OCCUPATION AND
SERVICE AS A DIRECTOR DIRECTORSHIPS FOR PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
JOSEPH C. GLICKMAN (84) Chairman of the Board of Directors of Corus.
Director since 1958
- --------------------------------------------------------------------------------------------------------
ROBERT J. GLICKMAN (53) President, Chief Executive Officer and Director of Corus.
Director since 1972 Director Corus Bank, N.A. Son of J.C. Glickman.
- --------------------------------------------------------------------------------------------------------
STEVEN D. FIFIELD (52) President and Chief Executive Officer, Fifield Realty
Director since 1997 Corp. Real estate development and construction.
- --------------------------------------------------------------------------------------------------------
KARL H. HORN (76) Consultant, Zenith Electronics Corporation.
Director since 1980
- --------------------------------------------------------------------------------------------------------
MICHAEL LEVITT (55) President, Consolidated Currency Exchanges, Inc.
Director since 1990 Owns and operates check cashing businesses.
- --------------------------------------------------------------------------------------------------------
RODNEY D. LUBEZNIK (52) President and Director, Restaurant Management Corp. Owns
Director since 1994 and operates restaurants.
- --------------------------------------------------------------------------------------------------------
MICHAEL TANG (45) Vice Chairman, National Material, L.P. Holding company
Director since 1995 for a group of metals related manufacturing,
distribution and processing companies. Previously,
Chief Executive Officer, Midwest Metallics, L.P.
- --------------------------------------------------------------------------------------------------------
WILLIAM H. WENDT, III (57) President and Director, Midwest Metal Products.
Director since 1980 Manufacturer and distributor of metal products.
- --------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
OF COMMON SHARES AT
DIRECTOR NOMINEES ADDRESS FEBRUARY 28, 2000 PERCENT
- ----------------- ------- -------------------- -------
<S> <C> <C> <C>
Robert J. Glickman Winnetka, Illinois 4,927,518(1) 34.1%
Joseph C. Glickman La Jolla, California 2,114,537(1) 14.6%
Steven D. Fifield Chicago, Illinois 13,000 0.1%
Karl H. Horn Jackson, Tennessee 1,200 *
Michael Levitt Chicago, Illinois 5,700 *
Rodney D. Lubeznik Michigan City, Indiana 1,400 *
Michael Tang Elk Grove Village, Illinois 1,000 *
William H. Wendt, III Long Beach, Indiana 10,000 0.1%
OTHER NAMED EXECUTIVE OFFICERS
- --------------------------------------------------------------
Richard J. Koretz Highland Park, Illinois 9,000(2) 0.1%
Michael G. Stein Skokie, Illinois 4,000(3) *
Tim H. Taylor Chicago, Illinois 11,500(4) 0.1%
Directors and all Executive
Officers as a Group (18 in
total) 5,150,955 35.6%
</TABLE>
- ---------------
* Represents less than 0.1% of total common shares outstanding
(1) Includes 2,000,000 shares relating to the Joseph C. Glickman Grantor
Retained Annuity Trust for which Robert J. Glickman is trustee and has
voting authority but Joseph C. Glickman is sole beneficiary.
(2) Includes 8,000 vested stock options
(3) Includes 4,000 vested stock options
(4) Includes 11,200 vested stock options
All of the Directors, except William H. Wendt, III (who attended 50% of the
Board meetings), attended at least 75% of the four Board meetings held in 1999.
The entire Board of Directors are members of the Compensation Committee. Joseph
C. Glickman and Robert J. Glickman abstain from votes of the Corus Board of
Directors regarding their compensation as officers of Corus. Stock Option
Committee membership was initially limited to Directors Fifield, Horn, and
Levitt. At the Board's August 11, 1999 meeting, all members of the Board, with
the exeption of Directors Joseph C. Glickman and Robert J. Glickman, were
elected to serve on the Stock Option Committee. The Stock Option Committee,
which met twice during the year and was attended by all committee members except
for William H. Wendt, III, approved all stock options granted during the year.
Directors Joseph C. Glickman, Robert J. Glickman and Levitt serve on the
Nominating Committee. The function of the Nominating Committee is to identify
and recommend to the Board of Directors candidates for director nomination. The
Nominating Committee did not meet in 1999 because all matters that would
normally be discussed by that committee were discussed by the full Board of
Directors.
The Audit Committee includes Directors Horn, Levitt and Lubeznik. In addition to
reviewing internal control reports and regulatory examination reports, the Audit
Committee recommends the independent auditors for appointment by the Board of
Directors and reviews the results of the audit engagement. There were three
Audit Committee meetings held in 1999 with all committee members present, with
4
<PAGE> 7
the exception of Director Lubeznik who was absent once. See Exhibit A for the
Audit Committee Charter.
PROPOSAL TWO: APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
On February 16, 2000, the Audit Committee and Board of Directors of Corus
recommended that the shareholders ratify Arthur Andersen LLP at the 2000 Annual
Meeting as independent public accountants of Corus for the year ending December
31, 2000.
One or more representatives of Arthur Andersen LLP will be present at the
meeting and will have the opportunity to make a statement if they desire to do
so. Arthur Andersen LLP representatives will be available to respond to
appropriate questions that shareholders may have.
Audit fees for the current fiscal year are expected to be approximately
$170,000. Existing policy requires that all services furnished to Corus by its
independent public accountants be furnished at customary rates and terms.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation for services in all
capacities to Corus and its subsidiaries during the last three fiscal years by
Corus' Chairman of the Board and Chief Executive Officer and includes the five
highest-paid executive officers, who were serving as executive officers at
December 31, 1999, as measured by 1999 compensation levels.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- --------------------------- ----------
(A) (B) (C) (D) (E) (G) (H)
OTHER (F) SECURITIES (I)
ANNUAL RESTRICTED UNDERLYING ALL OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS(1) SATION(2) AWARDS SARS PAYOUTS SATION(3)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph C. Glickman 1999 150,000 250,000 0 0 0 0 0
Chairman of the Board 1998 150,000 250,000 0 0 0 0 0
1997 150,000 250,000 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Robert J. Glickman 1999 500,000 500,000 3,606,250 0 200,000 0 0
President and CEO 1998 500,000 500,000 0 0 0 0 0
1997 500,000 500,000 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Richard J. Koretz 1999 160,000 180,000 0 0 5,000 0 1,500
Senior Vice President -- 1998 150,000 180,000 0 0 2,000 0 1,500
Corus Bank, N.A 1997 140,000 180,000 0 0 2,000 0 750
- -------------------------------------------------------------------------------------------------------------------------------
Michael G. Stein 1999 200,000 417,194 0 0 0 0 1,500
Executive Vice 1998 200,000 362,791 0 0 0 0 1,500
President -- Corus Bank, 1997 150,000 791,263 0 0 0 0 750
N.A
- -------------------------------------------------------------------------------------------------------------------------------
Tim H. Taylor 1999 200,000 150,000 0 0 8,000 0 1,500
Executive Vice President 1998 185,000 120,000 0 0 6,000 0 1,500
and CFO 1997 175,000 110,000 0 0 6,000 0 750
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Michael Stein earned additional bonus deferred under the Commercial Loan
Officer Bonus Program. See Long-Term Incentive Plan Awards table.
(2) Represents gain on exercise of options. See table under heading Aggregated
Options/SAR Exercises and Year-End Values
(3) Represents 401(k) matching contributions.
6
<PAGE> 9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides stock options granted in 1999 to the named
executive officers.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS
OPTIONS/SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) 1999 ($/SH) DATE 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph C. Glickman N/A N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------
Robert J. Glickman 200,000 78.35 30.625 8/11/09 3,851,980 9,761,673
- ------------------------------------------------------------------------------------------------------------------
Richard J. Koretz 5,000 1.96 30.625 8/11/09 96,299 244,042
- ------------------------------------------------------------------------------------------------------------------
Michael G. Stein N/A N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------
Tim H. Taylor 8,000 3.13 30.625 8/11/09 154,079 390,467
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
The options in the table above were granted on August 11, 1999. The options vest
20% per year over a five-year period.
7
<PAGE> 10
AGGREGATED OPTION/SAR EXERCISES AND YEAR-END VALUES
The following table summarizes stock options that were exercised by each of the
named executives during 1999 and the number and value of stock options that were
unexercised at December 31, 1999.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
- ----------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D)
NUMBER OF (E)
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES DECEMBER 31, 1999 (#) DECEMBER 31, 1999 ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph C. Glickman 0 0 0/0 0/0
- ----------------------------------------------------------------------------------------------------------------------
Robert J. Glickman 250,000 3,606,250 0/200,000 0/0
- ----------------------------------------------------------------------------------------------------------------------
Richard J. Koretz 0 0 8,000/9,000 29,000/1,900
- ----------------------------------------------------------------------------------------------------------------------
Michael G. Stein 0 0 4,000/0 21,400/0
- ----------------------------------------------------------------------------------------------------------------------
Tim H. Taylor 0 0 11,200/18,800 25,900/3,800
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
The numbers and amounts in the preceding table represent non-qualified stock
options. There have been no SARs or incentive stock options granted since the
inception of the Plan to date.
LONG-TERM INCENTIVE PLAN AWARDS TABLE
<TABLE>
<CAPTION>
PERFORMANCE OR
OTHER PERIOD UNTIL ESTIMATED MAXIMUM FUTURE
ORIGINATING MATURATION OR PAYOUTS UNDER NON-STOCK
NAME YEAR PAYOUT(1) PRICE-BASED PLANS
- ---- ----------- ------------------ ------------------------
<S> <C> <C> <C>
Michael G. Stein 1998 2 years (a) $487,577(2)
Michael G. Stein 1999 10 years (b) $621,874(3)
</TABLE>
The long-term incentive awards detailed in the above table relate to the Corus
Bank, N.A. Bonus Program for the Commercial Loan Officers (the "CLO Bonus
Program"). The adoption of the CLO Bonus Program was approved by Corus'
shareholders at Corus' May 20, 1998 annual shareholder meeting.
The purpose of the CLO Bonus Program is to reward commercial loan officers for
new business development on the basis of each officer's loan volume generation,
the potential profitability, and the loan loss experience of such officer's loan
portfolio, thereby more closely aligning the goals of the loan officers with the
interests of Corus and its shareholders. The CLO Bonus Program is also intended
to help attract and retain qualified loan officers. All commercial loan officers
of Corus Bank are eligible to participate in the CLO Bonus Program. Currently
there are approximately 17 officers of Corus eligible to participate, including
Michael G. Stein.
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<PAGE> 11
(1) The CLO Bonus Program provides for deferred payment of a portion of annual
commercial loan officer bonuses, which are calculated in accordance with the
formula set forth in the CLO Bonus Program. These deferred amounts are
subject to reduction in the event of certain circumstances relating to loan
losses and nonperforming loans.
(a) In 1998, the plan offered participants the option to receive the
deferred payments in the form of either a note payable or shares of Corus'
Common Stock. In addition, those electing to receive shares would be
entitled to receive a cash payment at the end of the deferral period equal
to the amount of dividends that would have been paid during the deferral
period on that number of shares actually received. The deferred bonus
amounts generally become payable at the end of a three-year deferral
period.
(b) In 1999, the plan offered participants a combination of three
options for investing their deferred payments. The deferral can be invested
in the equivalent of: 1) a note payable indexed to 10-year Treasury rates,
2) shares of Corus' Common Stock or 3) a combination of Corus' Common Stock
and a note payable indexed to the S&P 500 index. In addition, those
electing options 2) or 3) would be entitled to receive an annual cash
payment equal to the amount of dividends earned on the underlying Corus
Common Stock. The deferred bonus amounts generally become payable at the
end of a ten-year deferral period.
(2) Mr. Stein elected to have his 1998 deferred bonus deferred in the form of
approximately 20,316 shares of Corus Common Stock. The 1998 amount above
represents the deferred shares valued at the December 31, 1999 closing stock
price of $24/share.
(3) In 1999, Mr. Stein elected to have his deferred bonus deferred in a
combination of 20,000 shares of Corus Common Stock and a note payable
indexed to the S&P 500 index. The 1999 amount above consists of $480,000
relating to the value of the stock at December 31, 1999 and $141,874
relating to the current value of the note payable.
Due to the deferral options selected, the amount ultimately paid to Mr. Stein
will depend on both the future price of Corus Common Stock and the performance
of the S&P 500 index. Furthermore, as mentioned above, final payments to Mr.
Stein will depend on any losses on loans which are used in calculating bonuses
under the CLO Bonus Program, that occur between the time of deferral and the
ultimate payout of the deferred bonus.
BENEFIT PLANS
Upon attainment of normal retirement age, a participant is entitled to receive a
monthly benefit for life equal to 22.5% of final monthly average compensation up
to covered compensation, plus 37.5% of such participants final monthly
compensation in excess of covered compensation, decreased proportionately for
less than 30 years of credited service. The maximum level of annual compensation
for computing retirement benefits in both 1999 and 1998 was $160,000. An
employee is vested in the plan after five years of service. Joseph C. Glickman
does not participate in this plan.
The following table has built in reasonable increases in compensation on the
existing salary ranges up to a maximum final average compensation level of
$200,000, indexed for the respective years and sets forth the estimated annual
benefits payable upon retirement at age 65 for the specified compensation and
years of service. The pension benefits are on the basis of a straight life
annuity and are not reduced for
9
<PAGE> 12
social security or other benefits received by participants. Annual pension
benefits remain fixed after 30 years of service.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
YEARS OF SERVICE
FINAL AVERAGE --------------------------------------------------------------------------------------------------------
COMPENSATION(1) 10 15 20 25 30
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$125,000 $13,196 $19,356 $25,442 $31,518 $37,785
- ------------------------------------------------------------------------------------------------------------------------------
150,000 16,321 24,044 31,692 39,330 47,160
- ------------------------------------------------------------------------------------------------------------------------------
175,000 17,571 25,919 34,192 42,455 50,910
- ------------------------------------------------------------------------------------------------------------------------------
200,000 17,571 25,919 34,192 42,455 50,910
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The average annual compensation includes the participant's salary and bonus.
Robert J. Glickman, Richard J. Koretz, Michael G. Stein and Tim H. Taylor
all had salary and bonus in excess of $160,000, and as such, are covered
only up to the maximum average compensation of $160,000. Joseph C. Glickman
is not covered under Corus' retirement plan.
The years of credited service as of December 31, 1999 for the individuals in the
cash compensation table are as follows: Robert J. Glickman, 30.0 years; Richard
J. Koretz, 8.0 years; Michael G. Stein, 8.5 years and, Tim H. Taylor, 11.5
years.
The Corus Bankshares Employees' Savings Plan & Trust ("the 401(k) Plan") is a
defined contribution plan which is offered to employees who have completed one
year of service and who are at least 21 years in age. Under the 401(k) Plan an
employee may contribute up to 15% of compensation, not to exceed $10,000 in
1999, into a retirement investment program. Employees are vested in the matching
contributions and the interest thereon after five years of credited service in
the 401(k) Plan. In 1999, Corus matched 20% of pretax contributions to a maximum
contribution of $1,500 per person. Matching contributions for Richard J. Koretz,
Michael G. Stein and Tim H. Taylor were $1,500 per person in 1999. Joseph C.
Glickman and Robert J. Glickman did not participate in Corus' 401(k) Plan in
1999.
Robert J. Glickman, Richard J. Koretz, Michael G. Stein and Tim H. Taylor are
covered under the medical and dental insurance plans offered by Corus to all of
its full-time employees.
COMPENSATION OF DIRECTORS
No fees were paid to Joseph C. Glickman and Robert J. Glickman for directors or
committee meetings in 1999. All other directors were paid $4,000 per Board of
Directors meeting attended for the first two meetings of 1999 and $4,500 per
Board of Directors meeting attended for the last two meetings of 1999. Directors
Fifield, Horn, Levitt, Lubeznik and Tang were paid $1,000 per Stock Option
Committee meeting and Directors Horn, Levitt and Lubeznik were paid an
additional $1,000 per each Audit Committee meeting attended in 1999.
CHANGE-IN-CONTROL AGREEMENTS
Corus currently has Change-In-Control Employment Agreements ("Agreements") with
Messrs. Richard J. Koretz, Michael G. Stein, Tim H. Taylor and four other
executive officers ("Covered Executives") not named in the Summary Compensation
Table. The purpose of the Agreements is to provide severance compensation to
each covered executive officer in the event of the
10
<PAGE> 13
voluntary or involuntary termination after a change in control of Corus.
"Change-in-Control" generally occurs on the date when an individual, corporation
or partnership (with certain exceptions) becomes a beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934), directly or
indirectly, of the stock of Corus representing 50% or more of the total voting
power of Corus' then outstanding stock. Neither Joseph C. Glickman nor Robert J.
Glickman have change-in-control agreements.
Compensation provided to the Covered Executives would be in the form of a lump
sum payment equal to (1) 150%-300% of the Covered Executive's annual base salary
if that person resigns for good reason or if that person is terminated by Corus
(other than for cause) plus a proration of any prior year's bonus paid, or any
bonus paid in the year before the Change-in-Control, if greater, for the amount
of time employed in the year of termination, or (2) 75%-150% of the Covered
Executive's annual base salary if the executive initiates termination during the
30-day period following the first anniversary of the change in control. "Good
reason" means (i) any failure by Corus to comply with the provisions of the
Agreement relating to compensation and benefits, or (ii) Corus' relocation of
the executive's principal job location to a location, other than Corus'
headquarters on the date of the Change-in-Control, more than 35 miles from his
principal job location on the date of the Change-in-Control. However, no
severance compensation is due the Covered Executive if employment is terminated
for cause. Additionally, no severance compensation would be due after the death
of a Covered Executive. In the event the Covered Executive obtains other
employment prior to the first anniversary of the date of his termination of
employment with Corus, he shall repay Corus an amount equal to 50% of any
compensation received from such employment during the twelve month period
following termination from Corus but not more than the lump sum payment, if any,
received by the Covered Executive. Additionally, severance payments will be
reduced and/or eliminated if the payments are prohibited by any banking
regulations.
The term of all of the Agreements expire on January 31, 2001; provided, however,
that on such date and on each January 31st thereafter, the term of the
Agreements shall automatically be extended for one additional year unless, not
later than thirty days prior to the expiration of the term, either party shall
have given notice that such party does not wish to extend the term. Further, if
a Change-in-Control shall have occurred during the original or any extended term
of the Agreements, the term of the Agreements shall continue for a period of 36
calendar months beyond the calendar month in which such Change-in-Control
occurs.
REPORT ON REPRICING OF OPTIONS/SARS
At no time during the fiscal year ended December 31, 1999 did Corus adjust or
amend the exercise price of existing stock options or SARs.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Corus' entire Board of Directors participates in determining executive officer
compensation and, therefore, Corus has no compensation committee. Joseph C.
Glickman and Robert J. Glickman abstain from votes of the Corus Board of
Directors regarding their compensation as officers of Corus. Corus' Board of
Directors had no compensation committee interlocks with any other entity. In the
case of the 1999 Stock Option Plan, only the Stock Option Committee will make
awards under the Plan.
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<PAGE> 14
BOARD REPORT ON EXECUTIVE COMPENSATION
OVERALL COMPENSATION PHILOSOPHY
Corus' executive compensation objective is to link compensation with corporate
and individual performance in a manner which, recognizing the marketplace
practices of other bank holding companies, will retain and attract executives
who can achieve the short and long term goals of Corus. The policy is to provide
for competitive base salaries which reflect individual levels of responsibility
and performance, annual bonuses based upon achievement of annual corporate
performance, and awards of stock-based incentive opportunities. The combined
result is a strengthening of the mutuality of interest in Corus' long-term
performance between its executive officers and Corus' shareholders.
TIMING OF THE BOARD OF DIRECTOR COMPENSATION REVIEW
The Board of Directors (the "Board") awarded 1999 bonuses at its November 17,
1999 meeting and set 1999 base salaries at its November 18, 1998 meeting. This
report is based upon the decisions made at those meetings. To the extent that
specific performance factors were discussed, the Board considered Corus' actual
performance for the nine months ended September 30, 1999 and projections for the
entire fiscal year.
Corus' entire Board participates in determining executive officer compensation.
Corus does not have a separate compensation committee. In the case of the
proposed 1999 Stock Option Plan, only the Stock Option Committee will act.
PEER GROUP COMPARISONS
At various stages of this report, the members of the Board assess Corus'
performance relative to its peer publicly traded bank holding companies ranging
in size of $2 to $5 billion in the current year and over time. This peer group
is the appropriate group to utilize when assessing comparative performance
factors and the peer group is a subset of the NASDAQ BANK STOCKS indices used in
the performance graph on page 16.
BASE SALARIES
A base salary has been established for each executive officer. These base
salaries are established in relation to the external marketplace and internal
factors including but not limited to the following factors: (1) the compensation
history of the individual officer, (2) the individual's years of experience with
Corus and in the industry, (3) the performance and contribution of the officer
relative to their job responsibility, (4) the achievement of certain financial
performance ratios as they relate to the respective executive officers' job
responsibilities (see specific factors discussed in relation to the CEO in the
"CEO Compensation" section below), and (5) the current financial condition of
Corus.
Additionally, the Board also considers various qualitative factors including,
but not limited to, knowledge of the banking industry, the ability to recruit
and build a management team, commitment and dedication, and entrepreneurial
spirit. As a matter of policy, the Board does not assign weights to the factors
above for any of its executive officers due to the belief that the evaluation
and awarding of compensation to the executive officer group cannot be simplified
to a mathematical computation. As such, the compensation policy used by the
Board to set base salaries is considered subjective.
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<PAGE> 15
BONUSES
Executives may earn cash bonuses on an annual basis (the "Bonus Program"). The
Bonus Program is designed to promote a pay-for-performance philosophy by placing
a significant portion of total compensation "at risk" while rewarding
outstanding performance or achievement. The Board considers the achievements of
each executive officer for that year. The achievements may be quantitative or
qualitative. Qualitative factors include but are not limited to commitment,
dedication, or a demonstration of the entrepreneurial spirit. The Board is of
the opinion that Corus is still small enough an organization to know what
contribution an executive officer has made in a given year.
STOCK OPTIONS
Corus grants stock options pursuant to the 1999 Stock Option Plan, which was
approved by the shareholders at the 1999 Annual Meeting of Shareholders. In
1999, options were granted to named executives as listed in the Executive
Compensation section. All named executive officers presently hold stock options,
except for Joseph C. Glickman who does not participate in Corus' Stock Option
Plan. The Board felt that the present level of options, after consideration of
the 1999 grants, was appropriate.
The Stock Option Committee will not assign specific company or individual
objectives when evaluating the awarding of stock options for the CEO or its
other executive officers; and, as such, the compensation policies used by the
Stock Option Committee when determining stock option awards will be considered
subjective.
COMMERCIAL LOAN OFFICER BONUS PROGRAM
As cited, Corus also has the Corus Bank, N.A. CLO Bonus Program. The purpose of
the CLO Bonus Program is to reward commercial loan officers for new business
development on the basis of each officer's loan volume generation, the potential
profitability and the loan loss experience of such officer's loan portfolio,
thereby more closely aligning the goals of the loan officers with the interests
of Corus and its shareholders. The CLO Bonus Program is also intended to help
attract and retain qualified loan officers. All commercial loan officers of
Corus Bank are eligible to participate in the CLO Bonus Program. Currently there
are approximately 17 officers of Corus eligible to participate, including
Michael G. Stein.
CEO COMPENSATION
The factors discussed above in the "Base Salary" section are the basis for
determining the base salary level of the CEO, Mr. Robert J. Glickman. Mr.
Glickman's salary did not change from 1998 to 1999.
The 1999 bonus amount to the CEO was based on his leadership in attaining, among
other criteria, the following:
(1) Due to Corus' large holdings of common stocks, as discussed below
in item (3), the consolidated results for Corus are neither
meaningful for year-to-year comparisons nor for peer comparison. It
is more appropriate to look at the performance of Corus' Bank
separate from that of the common stocks.
13
<PAGE> 16
For the nine months ended September 30, 1999, Corus Bank's return on
average assets and return on average equity were 1.7% and 25.1%,
respectively. At the November, 1999 Corus Board meeting, the members
considered these actual performance factors along with annual
projections which indicated similar ratios for the entire fiscal
year. By comparison, our peer group had performance ratios of
approximately 1.2% and 15.1%, respectively, for the same period in
1999. These two performance measures place Corus Bank near the top of
its peer group.
(2) Corus' efficiency ratio for the first nine months of 1999 was
approximately 41%, whereas our peer group experienced an efficiency
ratio of approximately 59%. The efficiency ratio is a banking
industry measure which is calculated by dividing noninterest expenses
less goodwill amortization by the sum of noninterest income (net of
security gains) and fully tax-equivalent net interest income. A ratio
of less than 50% is generally considered excellent in the banking
industry. As such, Corus' ratio in 1999 continues to be considered
outstanding by the Board.
(3) The Board noted the success of the investment in the common stock
portfolio. It was noted that the idea of creating a stock portfolio
was the CEO's. It was also noted that the CEO was in charge of all
investment decisions related to this stock portfolio. At October 29,
1999, the unrealized gains in the portfolio were $73 million and the
realized gains, since inception of the portfolio in mid 1994, were
over $22 million. Together with the dividends of over $12 million
received since inception of the stock program, brings the total
return to $107 million as of October 29, 1999. While the unrealized
gains are not included in net income until the securities are sold,
they represent an economic gain to shareholders. In addition, these
unrealized gains had the effect of lowering the performance ratios
mentioned in item (1) above as the unrealized gains are excluded from
net income, but are included in shareholders' equity, net of tax.
Successful management and prudent deployment of capital enabled
management to generate an outstanding return on this portfolio.
(4) Over the past five years, Corus' stock has not performed as well as
the NASDAQ STOCK MARKET index and the NASDAQ BANK STOCK index as
reflected in the performance graph on page 16. However, the related
appreciation of Corus' stock price over the past five-year period
equates to a gain to its shareholders in excess of $100 million. The
Board believes that Corus is well positioned for future growth and
stock price appreciation.
(5) The members of the Board have determined that Robert J. Glickman is
a person with extreme dedication to the success of Corus and has
exhibited such dedication through his entrepreneurial spirit, hard
work ethic, knowledge of the banking industry and his ability to
recruit a management team with the same characteristics.
TAX CONSIDERATIONS
The Board has considered the provisions of Section 162(m) of the Internal
Revenue Code which, except in the case of "performance-based compensation" and
certain other types of compensation, limit to $1,000,000 the amount of Corus'
federal income tax deduction for compensation paid to any of the chief executive
officer and the other four most highly paid executive officers. The Board
believes that Corus' current compensation arrangements, which are primarily
based upon performance measures
14
<PAGE> 17
expected to be reflected in increasing stockholder value over time, should not
be altered to artificially maintain or reduce executive compensation at or below
the deduction limit specified in Section 162(m). However, in order to maximize
Corus' corporate tax deduction, it is the Board's policy to administer executive
compensation in conformance with the provisions of Section 162(m), except where,
in the Board's judgment, the interest of Corus and its stockholders are better
served by a different approach.
CONCLUSION
The Board believes the executive officers' individual compensation programs
discussed in this report are designed in a manner which is consistent with
Corus' overall compensation philosophy. As such, the compensation provided to
Corus' CEO, Mr. R. J. Glickman, and to the other executive officers is deemed
appropriate.
JOSEPH C. GLICKMAN
ROBERT J. GLICKMAN
STEVEN D. FIFIELD
KARL H. HORN
MICHAEL LEVITT
RODNEY D. LUBEZNIK
MICHAEL TANG
WILLIAM H. WENDT, III
PERFORMANCE GRAPH
The performance graph on the following page compares the yearly percentage
change in Corus' cumulative shareholder return on common stock compared with the
cumulative total return on composites of 1) all NASDAQ stocks for United States
companies (broad market index) and 2) all NASDAQ bank stocks (peer group index)
over the last five years. Cumulative shareholder return is computed by dividing
the sum of the cumulative amount of dividends for the measurement period and the
difference between the registrant's share price at the end and beginning of the
measurement period by the share price at the beginning of the measurement
period. The NASDAQ Stock Market for United States Companies index comprises all
domestic common shares traded on the NASDAQ National Market and the NASDAQ
Small-Cap Market. The NASDAQ Bank Stocks index comprises all banks traded on the
NASDAQ National Market and NASDAQ Small-Cap Market.
15
<PAGE> 18
The following graph compares the five year cumulative total return of Corus'
common stock with the Nasdaq Stock Market (U.S.) and the Nasdaq Bank Stocks
indices. The return assumes a $100 investment made on December 31, 1994 and the
reinvestment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
CORUS BANKSHARES, INC., NASDAQ STOCK MARKET (U.S.) AND
NASDAQ BANK STOCKS
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
DOLLAR VALUE OF INVESTMENT AT DECEMBER 31
--------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market (US) $100 $141 $174 $213 $300 $542
Nasdaq Bank Stocks 100 149 197 329 327 314
Corus Bankshares, Inc. 100 158 204 254 210 159
</TABLE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Certain Directors and Executive Officers are, at present, customers of Corus'
subsidiary bank and have transactions with the bank in the ordinary course of
business. Such transactions have been and will continue to be on the same terms,
including interest rates and collateral on loans, as those prevailing at the
time for comparable transactions with other persons. Such transactions did not,
and will not, involve more than the normal risk of collectability nor present
other unfavorable features.
16
<PAGE> 19
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder
require the company's Officers and Directors, and persons who own more than 10
percent of the company's Common Stock or Preferred Stock, to file reports of
beneficial ownership and changes in beneficial ownership of the Common Stock or
Preferred Stock with the Securities and Exchange Commission. Based solely upon a
review of the copies of such forms received by the Company during or with
respect to its most recent fiscal year, the company believes that both Steven
Fifield and Robert J. Glickman, as trustee for the Joseph C. Glickman Grantor
Retained Annuity Trust, each filed one late report.
FUTURE PROPOSALS
Shareholders' proposals intended to be included in the Proxy statement and Form
of Proxy Card for Corus' 2001 Annual Meeting, including nominees for director to
be considered by the Nominating Committee, in accordance with SEC Rule 14a-8,
must be received in writing by the Secretary of Corus no later than November 17,
2000, in order to be considered for inclusion in the proxy material for that
meeting.
A stockholder that intends to present business at the 2001 Annual Meeting other
than pursuant to Rule 14a-8 must comply with the requirements set forth in Rule
14a-4(c). Among other things, to bring business before an annual meeting, a
stockholder must give written notice thereof to the Company not later than 45
days prior to the anniversary date of the immediately preceding annual meeting
of the stockholders. Therefore, because the Company anticipates holding its 2000
annual meeting on April 26, 2000, the Company must receive notice of a
stockholder proposal submitted other than pursuant to Rule 14a-8 no later than
March 11, 2001.
OTHER BUSINESS
Corus is unaware of any other matter to be acted upon at the meeting for
shareholder vote. In case of any matter properly coming before the meeting for
shareholder vote, the proxy holders named in the proxy accompanying this
statement shall vote them in accordance with their best judgment.
By order of the Board of Directors,
/s/ Tim Taylor
Tim Taylor
Acting Secretary
March 17, 2000
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<PAGE> 20
EXHIBIT A
>CORUS BANKSHARES, INC.
>AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities to the shareholders by reviewing:
the financial reports and other financial information provided by the
Corporation to any governmental body or the public; the Corporation's systems of
internal controls regarding finance, accounting, legal compliance and ethics
that management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the corporation's policies, procedures and practices
at all levels.
The Audit Committee's primary duties and responsibilities are to:
a. Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
systems;
b. Review and appraise the audit efforts of the Corporation's independent
accountants and the audit work performed by external parties; and
c. Provide an open avenue of communication among the independent
accountants, financial and senior management, external parties
performing audit work, and the Board of Directors. In any instance
where this Charter refers to audit work being performed by "external
parties," the Audit Committee intends that those parties would be one
of the "big five" accounting firms.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as determined
by the Board, each of whom shall be independent directors, and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. All
members of the Committee shall have a working familiarity with basic finance and
accounting practices. Committee members may enhance their familiarity with
finance and accounting by participating in educational programs conducted by the
Corporation or an outside consultant.
The members of the Committee shall be elected by the Board at the annual company
meeting of the Board or until their successors shall be duly elected and
qualified. Unless a Chair is elected by the full Board, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership.
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<PAGE> 21
III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee may, at its option, meet with management and/or the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or at least its Chair should meet with the independent
accountants and management quarterly to review the Corporations financials
consistent with IV.4 (below).
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
DOCUMENTS/REPORTS REVIEW
1. Review and update this Charter as conditions dictate, but in no case less
than annually.
2. Review the company's annual financial statements and any reports or other
financial information submitted to any governmental body, or the public,
including any certification, report, opinion, or review rendered by the
independent accountants.
3. Review the audit reports prepared by external parties and management's
response.
4. Review with financial management and the independent accountants the
Earnings Release prior to its filing. The Chair of the Committee may
represent the entire Committee for purposes of this review.
INDEPENDENT ACCOUNTANTS
5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants. On
an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.
6. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
7. If deemed necessary, consult with the independent accountants out of the
presence of management about internal controls and the completeness and
accuracy of the Company's financial statements.
FINANCIAL REPORTING PROCESSES
8. In consultation with the independent accountants and any third parties
performing audit work, review the integrity of the company's financial
reporting processes, both internal and external.
9. Consider the independent accountants' judgments about the appropriateness
of the Corporation's accounting principles as applied in its financial
reporting.
2
<PAGE> 22
10. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants, management, or third parties performing audit
work.
INTERNAL CONTROLS AND RISK ASSESSMENT
11. Review and evaluate the effectiveness of the company's process for
assessing significant risks or exposures and the steps management has taken
to minimize such risks to the company.
12. Consider and review with management, the independent accountants and third
parties performing audit work:
a. The effectiveness of or weaknesses in the company's internal controls
including computerized information system controls and security, the
overall control environment and accounting and financial controls; and
b. Any related significant findings and recommendations of the
independent accountants and any third parties performing audit work
together with management's responses thereto, including the timetable
for implementation of recommendations to correct weaknesses in
internal controls.
INTERNAL AUDIT
13. Review and evaluate the scope, risk assessment and nature of the plan
developed by the third parties performing audit work and any subsequent
changes, including whether or not the plan is sufficiently linked to the
company's overall business objectives and management's success and risk
factors.
14. Consider and review with management and any third parties performing audit
work significant findings during the year and management's responses
thereto, including the timetable for implementation of the recommendations
to correct weaknesses in internal controls.
PROCESS IMPROVEMENT
15. Establish regular and separate systems of reporting to the Audit Committee
by management, the independent accountants and any third parties performing
audit work regarding any significant judgments made in management's
preparation of the financial statements and the view of each as to
appropriateness of such judgments.
16. Following completion of the annual audit, review separately with each of
management, the independent accountants and any third parties performing
audit work any significant difficulties encountered during the course of
the audit, including any restrictions on the scope of work or access to
required information.
17. Review any significant disagreement among management and the independent
accountants or any of the third parties performing audit work in connection
with the preparation of the financial statements.
3
<PAGE> 23
18. Review with the independent accountants, any third parties performing audit
work and management the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee, have
been implemented. (This review should be conducted at an appropriate amount
of time subsequent to implementation of changes or improvements, as decided
by the Committee.)
ETHICAL AND LEGAL COMPLIANCE
19. Review activities, Company structure, and qualifications of all of the
third parties performing audit work.
20. Ascertain whether the Company has an effective process for determining
risks and exposures from asserted and unasserted litigation and claims and
from noncompliance with laws and regulations.
21. Review with Company's counsel and others any legal, tax or regulatory
matters that may have a material impact on company operations and the
financial statements, related Company compliance policies and programs, and
reports received from regulators.
OTHER
22. Report committee actions to the board of directors with such
recommendations as the committee may deem appropriate.
23. Maintain minutes or other records of meetings and activities of the Audit
Committee.
24. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
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<PAGE> 24
CORUS BANKSHARES, INC.
3959 North Lincoln Avenue
Chicago, Illinois 60613
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED, revoking previous proxies for such stock, hereby appoints J.C.
Glickman and R.J. Glickman and each of them the proxy of the undersigned with
full power of substitution, to vote all stock of CORUS Bankshares, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Shareholders of
said Corporation TO BE HELD IN THE OFFICE OF CORUS BANK, N.A., 4800 N. WESTERN
AVENUE, CHICAGO, ILLINOIS 60625, at 10:00 a.m. on April 26, 2000, and at any
adjournment thereof:
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
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<PAGE> 25
<TABLE>
<CAPTION>
<S> <C>
Please mark
your votes [X]
as indicated in
this example
1. ELECTION OF DIRECTORS.
FOR all nominees WITHHOLD (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
listed to the right AUTHORITY NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
(except as marked to vote for all nominees
to the contrary) listed to the right
[ ] [ ] Joseph C. Glickman Karl H. Horn Michael Tang
Robert J. Glickman Michael Levitt William H. Wendt, III
Steven D. Fifield Rodney D. Lubeznik
2. PROPOSAL TO APPROVE THE APPOINTMENT OF ARTHUR ANDERSEN In their discretion, the proxies are authorized to vote upon such
LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY. other business as may properly come before the meeting. THIS PROXY
WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE MARKED, PROXIES WILL
FOR AGAINST ABSTAIN BE VOTED FOR THE ELECTION OF DIRECTORS AND RATIFICATION OF
[ ] [ ] [ ] AUDITORS, AND IN ACCORDANCE WITH THEIR BEST JUDGEMENT UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE SAID MEETING OR ANY
ADJOURNMENT THEREOF.
The undersigned, may, at any time prior to the
Annual Meeting of Shareholders, revoke this
Proxy.
Dated: _________________________________, 2000
______________________________________________
Signature
______________________________________________
Signature, if held jointly
(The shareholder's signature should be exactly
as it appears on stock certificate. In case
stock is held jointly, all parties should
sign. If you sign as an attorney, trustee,
administrator, executor or guardian, please
give full title as such. Corporations should
sign by duly authorized officer and affix
seal.)
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FOLD AND DETACH HERE
</TABLE>
