<PAGE> 1
As filed with the Securities and Exchange Commission on December 29, 1994
Registration No. 33-56539
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
POST EFFECTIVE AMENDMENT NO. 1
(on Form S-8)
To
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
NATIONAL CITY CORPORATION
(Exact name of registrant as specified in charter)
Delaware 34-1111088
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1900 East Ninth Street, Cleveland, Ohio 44114
(Address, including zip code, of registrant's principal executive offices)
CENTRAL INDIANA BANCORP STOCK OPTION PLAN
CENTRAL INDIANA BANCORP 1993 STOCK OPTION PLAN
(Full title of the plan)
DAVID L. ZOELLER
Senior Vice President, General Counsel and Secretary
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(216) 575-2978
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by NCC with the Commission and
are hereby incorporated by reference in this Registration Statement:
(a) Annual Report of NCC on Form 10-K for the fiscal year ended
December 31, 1993; its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994, and September
30, 1994; and its Reports on Form 8-K dated March 2, 1994,
March 4, 1994 and August 1, 1994, respectively; and
(b) The description of the Common Stock which is contained in the
Registration Statement filed under the Exchange Act for the
purpose of registering such class of securities thereunder.
All other reports subsequently filed by NCC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock being
offered have been sold or which deregisters all such Common Stock remaining
unsold shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock reserved for issuance under
the Plan has been passed upon for NCC by David L. Zoeller, Esq., Senior Vice
President, General Counsel and Secretary of NCC. Mr. Zoeller beneficially owns
shares of Common Stock and currently exercisable options to purchase shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation shall have the power, and in some cases is required, to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement.
Article VI of NCC's By-Laws provides for the mandatory indemnification
of directors, officers or employees of NCC or any of its subsidiaries and of
those persons serving at the
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request of NCC as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise in
accordance with and to the full extent permitted by the DGCL. NCC has
purchased liability insurance covering certain liabilities which may be
incurred by the directors, officers, employees and agents of NCC and its
subsidiaries in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------ -----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of NCC as amended
(filed as Exhibit 3.1 to Registration Statement
No. 33-49823 and incorporated herein by reference).
4.2 NCC s First Restatement of By-Laws adopted April 27, 1987
(as amended through October 24, 1994) (filed as Exhibit
3.2 to Registration Statement No. 33-56539 and
incorporated herein by reference).
4.3 Form of the Central Indiana Bancorp Stock Option Plan
4.4 Form of the Central Indiana Bancorp 1993 Stock Option
Plan
5 Opinion of David L. Zoeller, Senior Vice President,
General Counsel and Secretary of NCC as to the legality
of the securities being registered.
</TABLE>
<PAGE> 4
23.1 Consent of David L. Zoeller (included in his opinion
filed as Exhibit 5 to the Post-Effective Amendment No. 1
(on Form S-8) to Form S-4 Registration Statement and
incorporated herein by reference).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or in the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 (on Form S-8) to Form S-4 Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Cleveland, and State of Ohio, on the 29th day of December, 1994.
NATIONAL CITY CORPORATION
By /s/ David A. Daberko
--------------------------
David A. Daberko
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 (on Form S-8) to Form S-4 Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- - - - ---------- ----- ----
<S> <C> <C>
*Edward B. Brandon
- - - - ---------------------------------- Chairman, Chief Executive December 29, 1994
Edward B. Brandon Officer, and Director
*David A. Daberko
- - - - ---------------------------------- President, Chief Operating December 29, 1994
David A. Daberko Officer and Director
*William R. Robertson
- - - - ---------------------------------- Deputy Chairman and Director December 29, 1994
William R. Robertson
*Sandra H. Austin
- - - - ---------------------------------- Director December 29, 1994
Sandra H. Austin
- - - - ---------------------------------- Director
James M. Biggar
*Charles H. Bowman
- - - - ---------------------------------- Director December 29, 1994
Charles H. Bowman
*John G. Breen
- - - - ---------------------------------- Director December 29, 1994
John G. Breen
- - - - ---------------------------------- Director
Richard E. Disbrow
*Daniel E. Evans
- - - - ---------------------------------- Director December 29, 1994
Daniel E. Evans
*Otto N. Frenzel, III
- - - - ---------------------------------- Director December 29, 1994
Otto N. Frenzel, III
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
- - - - --------- ----- ----
<S> <C> <C>
*Joseph H. Lemieux
- - - - ---------------------------------- Director December 29, 1994
Joseph H. Lemieux
*A. Stevens Miles
- - - - ---------------------------------- Director December 29, 1994
A. Stevens Miles
*Burnell R. Roberts
- - - - ---------------------------------- Director December 29, 1994
Burnell R. Roberts
- - - - ---------------------------------- Director
Stephen A. Stitle
*Morry Weiss
- - - - ---------------------------------- Director December 29, 1994
Morry Weiss
</TABLE>
* David L. Zoeller, the undersigned attorney-in-fact, by signing his
name below, does hereby sign this Post-Effective Amendment No. 1 (on Form S-8)
to Form S-4 Registration Statement on behalf of each of the above-indicated
officers and directors of National City Corporation (constituting a majority of
the directors) pursuant to a power of attorney, dated December 19, 1994,
executed by such persons.
By /s/ David L. Zoeller
__________________________________
David L. Zoeller
Attorney-in-Fact
<PAGE> 8
EXHIBIT INDEX
Exhibit Number Exhibit Description
- - - - --------------------------------------------------------------------------------
3.1 Restated Certificate of Incorporation of
NCC as amended (filed as Exhibit 3.1 to
Registration Statement No. 33-49823 and
incorporated herein by reference).
3.2 NCC s First Restatement of By-Laws adopted
April 27, 1987 (as amended through October
24, 1994)
4.3 Form of the Central Indiana Bancorp Stock Option Plan
4.4 Form of the Central Indiana Bancorp 1993 Stock Option
Plan
5.2 Opinion of David L. Zoeller, Senior Vice
President, General Counsel and Secretary
of NCC as to the legality of the securities
being registered.
23.6 Consent of David L. Zoeller (included in
his opinion filed as Exhibit 5 to the
Post Effective Amendment No. 1 (on Form S-8)
to Form S-4 Registration Statement and
incorporated herein by reference).
23.7 Consent of Ernst & Young LLP.
24.2 Power of Attorney.
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<PAGE> 1
Exhibit 4.3
CENTRAL INDIANA BANCORP
STOCK OPTION PLAN
1. Purpose. The purpose of the Central Indiana Bancorp Stock Option
Plan (the "Plan") is to provide to directors, officers and other key employees
of Central Indiana Bancorp (the "Holding Company") and its majority-owned and
wholly-owned subsidiaries (individually a "Subsidiary" and collectively the
"Subsidiaries"), including, but not limited to, First Federal Savings Bank of
Kokomo upon its conversion to stock form ("First Federal"), who are materially
responsible for the management or operation of the business of the Holding
Company or a Subsidiary and have provided valuable service to the Holding
Company or a Subsidiary, a favorable opportunity to acquire Common Stock,
without par value ("Common Stock"), of the Holding Company, thereby providing
them with an increased incentive to work for the success of the Holding Company
and its Subsidiaries and better enabling each such entity to attract and retain
capable directors and executive personnel.
2. Administration of the Plan. The Plan shall be administered,
construed and interpreted by a committee (the "Committee") consisting of at
least two members of the Board of Directors of the Holding Company, each of
whom is a "disinterested person" within the meaning of the definition of that
term contained in Reg. section 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The members of the Committee
shall be designated from time to time by the Board of Directors of the Holding
Company. The decision of a majority of the members of the Committee shall
constitute the decision of the Committee, and the Committee may act either at a
meeting at which a majority of the members of the Committee is present or by a
written consent signed by all members of the Committee. The Committee shall
have the sole, final and conclusive authority to determine, consistent with and
subject to the provisions of the Plan:
(a) the individuals (the "Optionees") to whom options or successive
options or cash awards shall be granted under the Plan;
(b) the time when options or cash awards shall be granted hereunder;
(c) the number of shares of Common Stock to be covered under each
option and the amount of any cash awards;
(d) the option price to be paid upon the exercise of each option;
(e) the period within which each such option may be exercised;
(f) the extent to which an option is an incentive stock option or a
non-qualified stock option; and
(g) the terms and conditions of the respective agreements by which
options granted or cash awards shall be evidenced.
The Committee shall also have authority to prescribe, amend, waive, and
rescind rules and regulations relating to the Plan, to accelerate the vesting
of any stock options or cash awards made hereunder, and to make all other
determinations necessary or advisable in the administration of the Plan.
3. Eligibility. The Committee may, consistent with the purposes of the
Plan, grant options and cash awards to officers and other key employees of the
Holding Company or of a Subsidiary who in the opinion of the Committee are from
time to time materially responsible for the management or operation of the
business
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<PAGE> 2
of the Holding Company or of a Subsidiary and have provided valuable services
to the Holding Company or a Subsidiary; provided, however, that in no event may
any employee who owns (after application of the ownership rules in section
425(d) of the Internal Revenue Code of 1986, as amended (the "Code")) shares of
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Holding Company or any of its Subsidiaries be granted
an incentive stock option hereunder unless at the time such option is granted
the option price is at least 110% of the fair market value of the stock subject
to the option and such option by its terms is not exercisable after the
expiration of five (5) years from the date such option is granted. Directors of
the Holding Company who are not employees of the Holding Company or its
Subsidiaries, and the Chairman Emeritus of First Federal, an advisory director
("Outside Directors"), who are serving as such on the date First Federal
converts (the "Conversion") from mutual to stock form (the "Conversion Date")
shall each be granted on such date a non-qualified option to purchase the
number of whole shares of Common Stock of the Holding Company determined by
multiplying the total number of shares issued by the Holding Company on the
Conversion Date by .44%. Such options shall have an exercise price per share
equal to the purchase price per share paid for shares issued in such
conversion. Each person who is elected for the first time to be an Outside
Director (other than persons who were previously employees of the Holding
Company or of any of its Subsidiaries) after the Conversion Date shall be
granted at the date he or she first becomes an Outside Director a non-qualified
stock option to acquire the number of shares of Common Stock of the Holding
Company determined by multiplying the total number of shares issued by the
Holding Company on the Conversion Date by .44% (subject to adjustment pursuant
to the antidilution provisions of Section 7 hereof) at an option price per
share equal to the fair market value of a share of such Common Stock, as
determined by the Committee, consistent with Treas. Reg. section 20.2031-2, on
the date he or she first becomes an Outside Director, or on the next preceding
trading day if such date was not a trading date. If on any date in any given
year the number of shares of Common Stock available for awards under the Plan
is insufficient to grant each such Outside Director entitled thereto such a
non-qualified stock option, the shares available for the non-qualified stock
options shall be awarded ratably (to the nearest whole share) to each such
Outside Director on such date. Outside Directors are not entitled to receive
any other awards under this Plan. Subject to the foregoing and the provisions
of Section 4 hereof, an individual who has been granted an option under the
Plan (an "Optionee"), if he is otherwise eligible, may be granted an additional
option or options if the Committee shall so determine.
4. Stock Subject to the Plan. There shall be reserved for issuance upon
the excercise of options granted under the Plan, shares of Common Stock of the
Holding Company equal to 10% of the total number of shares of Common Stock
issued by the Holding Company upon the conversion of First Federal from mutual
to stock form, which may be authorized but unissued shares or treasury shares
of the Holding Company. Subject to Section 7 hereof, the shares for which
options may be granted under the Plan shall not exceed that number. If any
option shall expire or terminate or be surrendered for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
(unless the Plan shall have terminated) become available for other options
under the Plan.
5. Terms of Options. Each option granted under the Plan shall be
subject to the following terms and conditions and to such other terms and
conditions not inconsistent therewith as the Committee may deem appropriate in
each case:
(a) Option Price. The price to be paid for shares of stock upon the
exercise of each option shall be determined by the Committee at the
time such option is granted, but such price in no event shall be less
than the fair market value, as determined by the Committee consistent
with Treas. Reg. section 20.2031-2 and any requirements of section
422A of the Code, of such stock on the date on which such option is
granted; provided, however, that the Committee shall have discretion to
award non-qualified stock options to eligible employees of the Holding
Company or of a Subsidiary at a price no less than
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75% of the fair market value of the Common Stock on the date of grant,
as determined by the Committee consistent with Treas. Reg. section
20.2031-2.
(b) Period for Exercise of Option. An option shall not be
exercisable after the expiration of such period as shall be fixed by
the Committee at the time of the grant thereof, but such period in no
event shall exceed ten (10) years and one day from the date on which
such option is granted; provided, that incentive stock options granted
hereunder shall have terms not in excess of ten (10) years and options
issued to Outside Directors shall be for a period of ten (10) years and
one day from the date of grant thereof. Options shall be subject to
earlier termination as hereinafter provided.
(c) Exercise of Options. The option price of each share of
stock purshased upon exercise of an option shall be paid in full at the
time of such exercise. Payment may be in (i) cash, (ii) if the Optionee
may do so without violating section 16(b) of the 1934 Act, by
delivering a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Holding
Company the total option price in cash and, if desired, the amount of
any taxes to be withheld from the Optionee's compensation as a result
of any withholding tax obligation of the Holding Company or any of its
Subsidiaries, as specified in such notice, or (iii) beginning on a date
which is three years following First Federal's conversion from mutual
to stock form and with the approval of the Committee, by tendering
whole shares of the Holding Company's Common Stock owned by the
Optionee and cash having a fair market value equal to the cash exercise
price of the shares with respect to which the option is being
exercised. For this purpose, any shares so tendered by an Optionee
shall be deemed to have a fair market value equal to the mean between
the highest and lowest quoted selling prices for the shares on the date
of exercise of the option (or if there were no sales on such date the
weighted average of the means between the highest and lowest quoted
selling prices on the nearest date before and the nearest date after
the date of exercise of the option as prescribed by Treas. Reg. section
20.2031-2)), as reported in The Wall Street Journal or a similar
publication selected by the Committee. The Committee shall have the
authority to grant options exercisable in full at any time during their
term, or exercisable in such installments at such times during their
term as the Committee may determine; provided, however, that options
shall not be exercisable prior to a date which is six months after the
date of shareholder approval of the Plan or during the first six (6)
months of their term, and provided further that options granted to
Outside Directors shall be fully exercisable following the first six
(6) months of their term. Installments not purchased in earlier periods
shall be cumulated and be available for purchase in later periods.
Subject to the other provisions of this Plan, an option may be
exercised at any time or from time to time during the term of the
option as to any or all whole shares which have become subject to
purchase pursuant to the terms of the option or the Plan, but not at
any time as to fewer than one hundred (100) shares unless the remaining
shares which have become subject to purchase are fewer than one hundred
(100) shares. An option may be exercised only by written notice to the
Holding Company, mailed to the attention of its Secretary, signed by
the Optionee (or such other person or persons as shall demonstrate to
the Holding Company his or their right to exercise the option),
specifying the number of shares in respect of which it is being
exercised, and accompanied by payment in full in either cash or by
check in the amount of the aggregate purchase price therefor, by
delivery of the irrevocable broker instructions referred to above, or,
if the Committee has approved the use of the stock swap feature
provided for above, followed as soon as practicable by the delivery of
the option price for such shares.
(d) Certificates. The certificate or certificates for the shares
issuable upon an exercise of an option shall be issued as promptly as
practicable after such exercise. An Optionee shall not have any rights
of a shareholder in respect to the shares of stock subject to an option
until the date of issuance of a stock certificate to him for such
shares. In no case may a fraction of a share be purchased or
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issued under the Plan, but if, upon the exercise of an option, a
fractional share would otherwise be issuable, the Holding Company shall
pay cash in lieu thereof.
(e) Termination of Option. If an Optionee (other than an Outside
Director) ceases to be an employee of the Holding Company and the
Subsidiaries for any reason other than retirement, permanent and total
disability (within the meaning of section 22(e)(3) of the Code), or
death, any option granted to him shall forthwith terminate. Leave of
absence approved by the Committee shall not constitute cessation of
employment. If an Optionee (other than an Outside Director) ceases to
be an employee of the Holding Company and the Subsidiaries by reason of
retirement, any option granted to him may be exercised by him in whole
or in part at any time after his retirement, any option granted to him
may be exercised by him in whole or in part at any time after his
retirement until the expiration of the option term fixed by the
Committee in accordance with Subsection (b) above, whether or not the
option was otherwise exercisable at the date of his retirement. (The
term "retirement" as used herein means such termination of employment
as shall entitle such individual to early or normal retirement benefits
under any then existing pension plan of the Holding Company or a
Subsidiary.) If an Optionee (other than an Outside Director) ceases to
be an employee of the Holding Company and the Subsidiaries by reason of
permanent and total disability (within the meaning of section 22(e)(3)
of the Code), any option granted to him may be exercised by him in
whole or in part within one (1) year after the date of his termination
of employment by reason of such disability whether or not the option
was otherwise exercisable at the date of such termination. Options
granted to Outside Directors shall cease to be exercisable six (6)
months after the date such Outside Director is no longer a director or
advisory director of the Holding Company or of First Federal for any
reason. In the event of the death of an Optionee while in the employ or
service as a director or advisory director of the Holding Company or a
Subsidiary, or, if the Optionee is not an Outside Director, after the
date of his retirement or within one (1) year after the termination of
his employment by reason of permanent and total disability (within the
meaning of section 22(e)(3) of the Code), or, if the Optionee is an
Outside Director, within six (6) months after he is no longer a
director or advisory director of the Holding Company or of First
Federal, any option granted to him may be exercised in whole or in part
at any time within one (1) year after the date of such death by the
executor or administrator of his estate or by the person or persons
entitled to the option by will or by applicable laws of descent and
distribution until the expiration of the option term as fixed by the
Committee, whether or not the option was otherwise exercisable at the
date of his death. Notwithstanding the foregoing provisions of this
subsection (e), no option shall in any event be exercisable after the
expiration of the period fixed by the Committee in accordance with
subsection (b) above.
(f) Nontransferability of Option. No option may be transferred by
the Optionee otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder, and during the lifetime of the
Optionee options shall be exercisable only by the Optionee or his
guardian or legal representative.
(g) No Right to Continued Service. Nothing in this Plan or in any
agreement entered into pursuant hereto shall confer on any person any
right to continue in the employ or service of the Holding Company or
its Subsidiaries or affect any rights of the Holding Company, a
Subsidiary, or the shareholders of the Holding Company may have to
terminate his service at any time.
(h) Maximum Incentive Stock Options. The aggregate fair market value
of stock with respect to which incentive stock options (within the
meaning of section 422A of the Code) are exercisable for the first time
by an Optionee during any calendar year under the Plan or any other
plan of the Holding Company or its Subsidiaries shall not exceed
$100,000. For this purpose, the fair market value of such shares shall
be determined as of the date the option is granted and shall be
computed in such
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manner as shall be determined by the Committee, consistent with
the requirements of section 422A of the Code.
(i) Agreement. Each option shall be evidenced by an agreement
between the Optionee and the Holding Company which shall provide, among
other things, that, with respect to incentive stock options, the
Optionee will advise the Holding Company immediately upon any sale or
transfer of the shares of Common Stock received upon exercise of the
option to the extent such sale or transfer takes place prior to the
later of (a) two (2) years from the date of grant or (b) one (1) year
from the date of exercise.
6. Incentive Stock Options and Non-Qualified Stock Options. Options
granted under the Plan may be incentive stock options under section 422A of the
Code or non-qualified stock options, provided, however, that Outside Directors
shall be granted only non-qualified stock options. All options granted
hereunder will be clearly identified as either incentive stock options or
non-qualified stock options. In no event will the exercise of an incentive
stock option affect the right to exercise any non-qualified stock option, nor
shall the exercise of any non-qualified stock option affect the right to
exercise any incentive stock option. Nothing in this Plan shall be construed to
prohibit the grant of incentive stock options and non-qualified stock options
to the same person, provided, further, that incentive stock options and
non-qualified stock options shall not be granted in a manner whereby the
exercise of one non-qualified stock option or incentive stock option affects
the exercisability of the other.
7. Adjustment of Shares. In the event of any change after the effective
date of the Plan in the outstanding stock of the Holding Company by reason of
any reorganization, recapitalization, stock split, stock dividend, combination
of shares, exchange of shares, merger or consolidation, liquidation, or any
other change after the effective date of the Plan in the nature of the shares
of stock of the Holding Company, the Committee shall determine what changes,
if any, are appropriate in the option price under and the number and kind of
shares covered by outstanding options granted under the Plan. Any determination
of the Committee hereunder shall be conclusive.
8. Cash Awards. Except as otherwise provided in Section 3 hereof, the
Committee may, at any time and in its discretion, grant to any Optionee who is
granted a non-qualified stock option the right to receive, at such times and in
such amounts as determined by the Committee in its discretion, a cash amount
("cash award") which is intended to reimburse the Optionee for all or a portion
of the federal, state and local income taxes imposed upon such Optionee as a
consequence of the exercise of a non-qualified stock option and the receipt of
a cash award.
9. Replacement and Extension of the Terms of Options and Cash Awards. The
Committee from time to time may permit an Optionee (other than an Outside
Director) under the Plan or any other stock option plan heretofore or hereafter
adopted by the Holding Company or any Subsidiary to surrender for cancellation
any unexercised outstanding stock option and receive from his employing
corporation in exchange therefor an option for such number of shares of Common
Stock as may be designated by the Committee. Such Optionees also may be granted
related cash awards as provided in Section 8 hereof.
10. Change in Control. In the event of a Change in Control, all options
previously granted and still outstanding under the Plan regardless of their
terms, shall become exercisable. For this purpose, "Change in Control" shall
mean a change in control of the Holding Company or First Federal, within the
meaning of 12 C.F.R. section 574.4(a) (other than a change of control resulting
from a trustee or other fiduciary holding shares of Common Stock under an
employee benefit plan of the Holding Company or any of its Subsidiaries), not
approved in advance by the Holding Company's Board of Directors.
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11. Tax Withholding. Whenever the Holding Company proposes or is required
to issue or transfer shares of Common Stock under the Plan, the Holding Company
shall have the right to require the Optionee or his or her legal representative
to remit to the Holding Company an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares, and whenever under the Plan
payments are to be made in cash, such payments shall be net of an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements. If permitted by the Committee and pursuant to procedures
established by the Committee, an Optionee who is not an Outside Director may
make a written election to have shares of Common Stock having an aggregate fair
market value, as determined by the Committee, consistent with the requirements
of Treas. Reg. section 20.2031-2, sufficient to satisfy the applicable
withholding taxes, withheld from the shares otherwise to be received upon the
exercise of a non-qualified option. Elections by Optionees to have shares
withheld for this purpose will be subject to the following restrictions: (1)
they must be made prior to the date as of which the amount of tax withheld is
determined (the "Tax Date"), (2) they will be irrevocable, (3) they will be
subject to the disapproval of the Committee, and (4) if an Optionee is an
officer or director of the Holding Company within the meaning of section 16 of
the 1934 Act and the Common Stock is registered under section 12 of the 1934
Act, such elections (a) may not be made within six months of the grant of the
option, (b) must be made either more than six months prior to the Tax Date or
in the ten day "window period" beginning on the third day following the release
of the Holding Company's quarterly or annual financial statements, and (c) may
not be made until the Holding Company shall have been subject to the reporting
requirements of the 1934 Act for at least one year and shall have filed all
reports and statements required to be filed under the 1934 Act during such
year.
12. Amendment. The Board of Directors of the Holding Company may amend the
Plan from time to time and, with the consent of the Optionee, the terms and
provisions of his option or cash award, except that without the approval of the
holders of at least a majority of the shares of the Holding Company voting in
person or by proxy at a duly constituted meeting or adjournment thereof:
(a) the number of shares of stock which may be reserved for issuance
under the Plan may not be increased except as provided in Section 7
hereof;
(b) the period during which an option may be exercise may not be
extended beyond ten (10) years and one day from the date on which
such option was granted;
(c) the class of persons to whom options or cash awards may be
granted under the Plan shall not be modified materially;
(d) amendments will not be made which would cause the Plan or
transactions by officers and directors thereunder to cease to comply
with Rule 16b-3 promulgated under the 1934 Act, or any successor rule,
unless the Holding Company at the time has ceased to have its Common
Stock registered under section 12 of the 1934 Act; and
(e) the number of shares subject to options to be granted to Outside
Directors or the date of grant or the exercise price and other terms
thereof shall not be changed except as provided in Section 7 hereof
unless the Holding COmpany at the time has ceased to have its Common
Stock registered under section 12 of the 1934 Act; provided further
that in any event any such provisions in the Plan governing outside
director options may not be amended more than once every six (6)
months other than to comport with changes in the Code or the
rules thereunder.
No amendment of the Plan, however, may, without the consent of the
Optionee, make any changes in any outstanding options or cash awards
theretofore granted under the Plan which would adversely affect the rights of
such Optionees.
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13. Termination. The Board of Directors of the Holding Company may
terminate the Plan at any time and no cash award shall be granted thereafter.
Such termination, however, shall not affect the validity of any option or cash
award theretofore granted under the Plan. In any event, no incentive stock
option may be granted under the Plan after the date which is ten (10) years
from the effective date of the Plan.
14. Successors. This Plan shall be binding upon the successors and assigns
of the Holding Company.
15. Governing Law. The terms of any options granted hereunder and the
rights and obligations hereunder of the Holding Company, the Optionees and
their successors in interest shall, except to the extent governed by federal
law, be governed by Indiana law.
16. Government and Other Regulations. The obligations of the Holding
Company to issue or transfer and deliver shares under options granted under the
Plan or make cash awards shall be subject to compliance with all applicable
laws, governmental rules and regulations, and administrative action.
17. Effective Date. The Plan shall become effective if and when First
Federal becomes a federal stock savings bank; provided, however, that any grant
of options pursuant to the Plan shall be subject to the approval of the Plan
by the holders of at least a majority of the shares of the Holding Company
voting in person or by proxy at a duly constituted meeting, or adjournment
thereof, held within 12 months after such effective date of the Plan, and any
options granted pursuant to the Plan may not be exercised until the Board of
Directors of the Holding Company has been advised by counsel that such approval
has been obtained and all other applicable legal requirements have been met.
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Exhibit 4.4
CENTRAL INDIANA BANCORP
1993 STOCK OPTION PLAN
1. Purpose. The purpose of the Central Indiana Bancorp 1993 Stock Option
Plan (the "Plan") is to provide to directors, officers and other key employees
of Central Indiana Bancorp (the "Holding Company") and its majority-owned and
wholly-owned subsidiaries (individually a "Subsidiary" and collectively the
"Subsidiaries"), including, but not limited to, First Federal Savings Bank of
Kokomo ("First Federal"), who are materially responsible for the management or
operation of the business of the Holding Company or a Subsidiary and have
provided valuable service to the Holding Company or a Subsidiary, a favorable
opportunity to acquire Common Stock, without par value ("Common Stock"), of the
Holding Company, thereby providing them with an increased incentive to work for
the success of the Holding Company and its Subsidiaries and better enabling
each such entity to attract and retain capable directors and executive
personnel.
2. Administration of the Plan. The Plan shall be administered,
construed and interpreted by a committee (the "Committee") consisting of at
least two members of the Board of Directors of the Holding Company, each of
whom is a "disinterested person" within the meaning of the definition of that
term contained in Reg. section 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The members of the Committee
shall be designated from time to time by the Board of Directors of the Holding
Company. The decision of a majority of the members of the Committee shall
constitute the decision of the Committee, and the Committee may act either at a
meeting at which a majority of the members of the Committee is present or by a
written consent signed by all members of the Committee. The Committee shall
have the sole, final and conclusive authority to determine, consistent with and
subject to the provisions of the Plan:
(a) the individuals (the "Optionees") to whom options or successive
options or cash awards shall be granted under the Plan;
(b) the time when options or cash awards shall be granted hereunder;
(c) the number of shares of Common Stock to be covered under each
option and the amount of any cash awards;
(d) the option price to be paid upon the exercise of each option;
(e) the period within which each such option may be exercised;
(f) the extent to which an option is an incentive stock option or a
non-qualified stock option; and
(g) the terms and conditions of the respective agreements by which
options granted or cash awards shall be evidenced.
The Committee shall also have authority to prescribe, amend, waive, and
rescind rules and regulations relating to the Plan, to accelerate the vesting
of any stock options or cash awards made hereunder, and to make all other
determinations necessary or advisable in the administration of the Plan.
3. Eligibility. The Committee may, consistent with the purposes of the
Plan, grant options and cash awards to officers and other key employees of the
Holding Company or of a Subsidiary who in the opinion of the Committee are from
time to time materially responsible for the management or operation of the
business
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of the Holding Company or of a Subsidiary and have provided valuable services
to the Holding Company or a Subsidiary; provided, however, that in no event may
any employee who owns (after application of the ownership rules in section
425(d) of the Internal Revenue Code of 1986, as amended (the "Code")) shares of
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Holding Company or any of its Subsidiaries be granted
an incentive stock option hereunder unless at the time such option is granted
the option price is at least 110% of the fair market value of the stock subject
to the option and such option by its terms is not exercisable after the
expiration of five (5) years from the date such option is granted. Advisory
directors of the First Federal who are serving as advisors to the Peru division
of First Federal and who are not employees of the Holding Company or its
Subsidiaries ("Outside Advisory Directors"), on the date (the "Merger Conversion
Date") First Federal Savings and Loan Association of Peru merges into First
Federal and simultaneously converts (the "Merger Conversion") from mutual to
stock form (the "Conversion Date") shall each be granted on such date a
non-qualified option to purchase the number of whole shares of Common Stock of
the Holding Company determined by multiplying the total number of shares issued
by the Holding Company on the Merger Conversion Date by 1.275%. Such options
shall have an exercise price per share equal to the purchase price per share
paid for shares issued in such Merger Conversion. Outside Advisory Directors
are not entitled to receive any other awards under this Plan. Subject to the
foregoing and the provisions of Section 7 hereof, an individual who has been
granted an option under the Plan (an "Optionee"), if he is otherwise eligible,
may be granted an additional option or options if the Committee shall so
determine.
4. Stock Subject to the Plan. There shall be reserved for issuance upon
the exercise of options granted under the Plan, shares of Common Stock of the
Holding Company equal to 10% of the total number of shares of Common Stock
issued by the Holding Company in the Merger Conversion, which may be
authorized but unissued shares or treasury shares of the Holding Company.
Subject to Section 7 hereof, the shares for which options may be granted under
the Plan shall not exceed that number. If any option shall expire or terminate
or be surrendered for any reason without having been exercised in full, the
unpurchased shares subject thereto shall (unless the Plan shall have
terminated) become available for other options under the Plan.
5. Terms of Options. Each option granted under the Plan shall be
subject to the following terms and conditions and to such other terms and
conditions not inconsistent therewith as the Committee may deem appropriate in
each case:
(a) Option Price. The price to be paid for shares of stock upon the
exercise of each option shall be determined by the Committee at the
time such option is granted, but such price in the case of an incentive
stock option shall not be less than the fair market value, as
determined by the Committee consistent with Treas. Reg. section
20.2031-2 and any requirements of section 422A of the Code, of such
stock on the date on which such option is granted; and provided,
further, that the Committee may in no event award non-qualified stock
options at a price no less than 85% of the fair market value of the
Common Stock on the date of grant, as determined by the Committee
consistent with Treas. Reg. section 20.2031-2.
(b) Period for Exercise of Option. An option shall not be
exercisable after the expiration of such period as shall be fixed by
the Committee at the time of the grant thereof, but such period in no
event shall exceed ten (10) years and one day from the date on which
such option is granted; provided, that incentive stock options granted
hereunder shall have terms not in excess of ten (10) years and options
issued to Outside Advisory Directors shall be for a period of ten (10)
years from the date of grant thereof. Options shall be subject to
earlier termination as hereinafter provided.
(c) Exercise of Options. The option price of each share of stock
purchased upon exercise of an option shall be paid in full at the time
of such exercise. Payment may be in (i) cash, (ii) if the Optionee may
do so in conformity with Regulation T (12 C.F.R. section 220.3(e)(4))
without violating section 16(b) or
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<PAGE> 3
section 16(c) of the 1934 Act, pursuant to a broker's cashless exercise
procedure, by delivering a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the
Holding Company the total option price in cash and, if desired, the
amount of any taxes to be withheld from the Optionee's compensation as
a result of any withholding tax obligation of the Holding Company or
any of its Subsidiaries, as specified in such notice, or (iii)
beginning on a date which is three years following the Merger
Conversion and with the approval of the Committee, by tendering whole
shares of the Holding Company's Common Stock owned by the Optionee and
cash having a fair market value equal to the cash exercise price of the
shares with respect to which the option is being exercised. For this
purpose, any shares so tendered by an Optionee shall be deemed to have
a fair market value equal to the mean between the highest and lowest
quoted selling prices for the shares on the date of exercise of the
option (or if there were no sales on such date the weighted average of
the means between the highest and lowest quoted selling prices on the
nearest date before and the nearest date after the date of exercise of
the option as prescribed by Treas. Reg. section 20.2031-2)), as
reported in The Wall Street Journal or a similar publication selected
by the Committee. The Committee shall have the authority to grant
options exercisable in full at any time during their term, or
exercisable in such installments at such times during their term as the
Committee may determine; provided, however, that options shall not be
exercisable prior to a date which is six months after the date of
shareholder approval of the Plan, if any, or during the first six (6)
months of their term, and provided further that options granted to
Outside Advisory Directors shall be fully exercisable following a
six-month period beginning on the date of grant of the option or, if
later, the date on which the Plan is approved by the Holding Company's
shareholders, if such approval is obtained. Installments not purchased
in earlier periods shall be cumulated and be available for purchase in
later periods. Subject to the other provisions of this Plan, an option
may be exercised at any time or from time to time during the term of
the option as to any or all whole shares which have become subject to
purchase pursuant to the terms of the option or the Plan, but not at
any time as to fewer than one hundred (100) shares unless the remaining
shares which have become subject to purchase are fewer than one hundred
(100) shares. An option may be exercised only by written notice to the
Holding Company, mailed to the attention of its Secretary, signed by
the Optionee (or such other person or persons as shall demonstrate to
the Holding Company his or their right to exercise the option),
specifying the number of shares in respect of which it is being
exercised, and accompanied by payment in full in either cash or by
check in the amount of the aggregate purchase price therefor, by
delivery of the irrevocable broker instructions referred to above, or,
if the Committee has approved the use of the stock swap feature
provided for above, followed as soon as practicable by the delivery of
the option price for such shares.
(d) Certificates. The certificate or certificates for the shares
issuable upon an exercise of an option shall be issued as promptly as
practicable after such exercise. An Optionee shall not have any rights
of a shareholder in respect to the shares of stock subject to an option
until the date of issuance of a stock certificate to him for such
shares. In no case may a fraction of a share be purchased or issued
under the Plan, but if, upon the exercise of an option, a fractional
share would otherwise be issuable, the Holding Company shall pay cash
in lieu thereof.
(e) Termination of Option. If an Optionee (other than an Outside
Advisory Director) ceases to be an employee of the Holding Company and
the Subsidiaries for any reason other than retirement, permanent and
total disability (within the meaning of section 22(e)(3) of the Code),
or death, any option granted to him shall forthwith terminate. Leave of
absence approved by the Committee shall not constitute cessation of
employment. If an Optionee (other than an Outside Advisory Director)
ceases to be an employee of the Holding Company and the Subsidiaries by
reason of retirement, any option granted to him may be exercised by him
in whole or in part at any time after his retirement until the
expiration of the option term fixed by the Committee in accordance
with subsection (b) above,
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<PAGE> 4
whether or not the option was otherwise exercisable at the date of
his retirement. (The term "retirement" as used herein means such
termination of employment as shall entitle such individual to early or
normal retirement benefits under any then existing pension plan of the
Holding Company or a Subsidiary.) If an Optionee (other than an Outside
Advisory Director) ceases to be an employee of the Holding Company and
the Subsidiaries by reason of permanent and total disability (within
the meaning of section 22(e)(3) of the Code), any option granted to him
may be exercised by him in whole or in part within one (1) year after
the date of his termination of employment by reason of such disability
whether or not the option was otherwise exercisable at the date of such
termination. Options granted to Outside Advisory Directors shall cease
to be exercisable six (6) months after the date such Outside Advisory
Director is no longer a director or advisory director of the Holding
Company or of First Federal for any reason. In the event of the death
of an Optionee while in the employ or service as an advisory director
or director of the Holding Company or a Subsidiary, or, if the Optionee
is not an Outside Advisory Director, after the date of his retirement
or within one (1) year after the termination of his employment by
reason of permanent and total disability (within the meaning of section
22(e)(3) of the Code), or, if the Optionee is an Outside Advisory
Director, within six (6) months after he is no longer a director or
advisory director of the Holding Company or of First Federal, any
option granted to him may be exercised in whole or in part at any time
within one (1) year after the date of such death by the executor or
administrator of his estate or by the person or persons entitled to the
option by will or by applicable laws of descent and distribution until
the expiration of the option term as fixed by the Committee, whether or
not the option was otherwise exercisable at the date of his death.
Notwithstanding the foregoing provisions of this subsection (e), no
option shall in any event be exercisable after the expiration of the
period fixed by the Committee in accordance with subsection (b) above.
(f) Nontransferability of Option. No option may be transferred by the
Optionee otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974 (as amended), or the rules and regulations
thereunder, and during the lifetime of the Optionee options shall be
exercisable only by the Optionee or his guardian or legal
representative.
(g) No Right to Continued Service. Nothing in this Plan or in any
agreement entered into pursuant hereto shall confer on any person any
right to continue in the employ or service of the Holding Company or
its Subsidiaries or affect any rights of the Holding Company, a
Subsidiary, or the shareholders of the Holding Company may have to
terminate his service at any time.
(h) Maximum Incentive Stock Options. The aggregate fair market value
of stock with respect to which incentive stock options (within the
meaning of section 422A of the Code) are exercisable for the first time
by an Optionee during any calendar year under the Plan or any other
plan of the Holding Company or its Subsidiaries shall not exceed
$100,000. For this purpose, the fair market value of such shares shall
be determined as of the date the option is granted and shall be
computed in such manner as shall be determined by the Committee,
consistent with the requirements of section 422A of the Code.
(i) Agreement. Each option shall be evidenced by an agreement
between the Optionee and the Holding Company which shall provide, among
other things, that, with respect to incentive stock options, the
Optionee will advise the Holding Company immediately upon any sale or
transfer of the shares of Common Stock received upon exercise of the
option to the extent such sale or transfer takes place prior to the
later of (a) two (2) years from the date of grant or (b) one (1)
year from the date of exercise.
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<PAGE> 5
(j) Investment Representations. Unless the shares subject to an
option are registered under applicable federal and state securities
laws, each Optionee by accepting an option shall be deemed to agree for
himself and his legal representatives that any option granted to him
and any and all shares of Common Stock purchased upon the exercise of
the option shall be acquired for investment and not with a view to, or
for the sale in connection with, any distribution thereof, and each
notice of the exercise of any portion of an option shall be accompanied
by a representation in writing, signed by the Optionee or his legal
representatives, as the case may be, that the shares of Common Stock
are being acquired in good faith for investment and not with a view to,
or for sale in connection with, any distribution thereof (except in
case of the Optionee's legal representatives for distribution, but not
for sale, to his legal heirs, legatees and other testamentary
beneficiaries). Any shares issued pursuant to an exercise of an option
may bear a legend evidencing such representations and restrictions.
6. Incentive Stock Options and Non-Qualified Stock Options. Options
granted under the Plan may be incentive stock options under section 422A of the
Code or non-qualified stock options, provided, however, that Outside Advisory
Directors shall be granted only non-qualified stock options. All options
granted hereunder will be clearly identified as either incentive stock options
or non-qualified stock options. In no event will the exercise of an incentive
stock option affect the right to exercise any non-qualified stock option, nor
shall the exercise of any non-qualified stock option affect the right to
exercise any incentive stock option. Nothing in this Plan shall be construed to
prohibit the grant of incentive stock options and non-qualified stock options
to the same person, provided, further, that incentive stock options and
non-qualified stock options shall not be granted in a manner whereby the
exercise of one non-qualified stock option or incentive stock option affects
the exercisability of the other.
7. Adjustment of Shares. In the event of any change after the effective
date of the Plan in the outstanding stock of the Holding Company by reason of
any reorganization, recapitalization, stock split, stock dividend, combination
of shares, exchange of shares, merger or consolidation, liquidation, or any
other change after the effective date of the Plan in the nature of the shares
of stock of the Holding Company, the Committee shall determine what changes,
if any, are appropriate in the option price under and the number and kind of
shares covered by outstanding options granted under the Plan. Any determination
of the Committee hereunder shall be conclusive.
8. Cash Awards. Except as otherwise provided in Section 3 hereof, the
Committee may, at any time and in its discretion, grant to any Optionee who is
granted a non-qualified stock option the right to receive, at such times and in
such amounts as determined by the Committee in its discretion, a cash amount
("cash award") which is intended to reimburse the Optionee for all or a portion
of the federal, state and local income taxes imposed upon such Optionee as a
consequence of the exercise of a non-qualified stock option and the receipt of
a cash award.
9. Replacement and Extension of the Terms of Options and Cash Awards. The
Committee from time to time may permit an Optionee (other than an Outside
Advisory Director) under the Plan or any other stock option plan heretofore or
hereafter adopted by the Holding Company or any Subsidiary to surrender for
cancellation any unexercised outstanding stock option and receive from his
employing corporation in exchange therefor an option for such number of shares
of Common Stock as may be designated by the Committee. Such Optionees also may
be granted related cash awards as provided in Section 8 hereof.
10. Change in Control. In the event of a Change in Control, all options
previously granted and still outstanding under the Plan regardless of their
terms, shall become exercisable. For this purpose, "Change in Control" shall
mean a change in control of the Holding Company or First Federal, within the
meaning of 12 C.F.R. section 574.4(a) (other than a change of control resulting
from a trustee or other fiduciary holding shares
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<PAGE> 6
of Common Stock under an employee benefit plan of the Holding Company or any of
its Subsidiaries), not approved in advance by the Holding Company's Board of
Directors.
11. Tax Withholding. Whenever the Holding Company proposes or is required
to issue or transfer shares of Common Stock under the Plan, the Holding Company
shall have the right to require the Optionee or his or her legal representative
to remit to the Holding Company an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares, and whenever under the Plan
payments are to be made in cash, such payments shall be net of an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements. If permitted by the Committee and pursuant to procedures
established by the Committee, an Optionee who is not an Outside Advisory
Director may make a written election to have shares of Common Stock having an
aggregate fair market value, as determined by the Committee, consistent with
the requirements of Treas. Reg. section 20.2031-2, sufficient to satisfy the
applicable withholding taxes, withheld from the shares otherwise to be received
upon the exercise of a non-qualified option. Elections by Optionees to have
shares withheld for this purpose will be subject to the following restrictions:
(1) they must be made prior to the date as of which the amount of tax withheld
is determined (the "Tax Date"), (2) they will be irrevocable, (3) they will be
subject to the disapproval of the Committee, and (4) if an Optionee is an
officer or director of the Holding Company within the meaning of section 16 of
the 1934 Act and the Common Stock is registered under section 12 of the 1934
Act, such elections (a) may not be made within six months of the grant of the
option, (b) must be made either more than six months prior to the Tax Date or
in the ten day "window period" beginning on the third day following the release
of the Holding Company's quarterly or annual financial statements, and (c) may
not be made until the Holding Company shall have been subject to the reporting
requirements of the 1934 Act for at least one year and shall have filed all
reports and statements required to be filed under the 1934 Act during such
year.
12. Amendment. The Board of Directors of the Holding Company may amend the
Plan from time to time and, with the consent of the Optionee, the terms and
provisions of his option or cash award, except that without the approval of the
holders of at least a majority of the shares of the Holding Company voting in
person or by proxy at a duly constituted meeting or adjournment thereof:
(a) the number of shares of stock which may be reserved for issuance
under the Plan may not be increased except as provided in Section 7
hereof;
(b) the period during which an option may be exercise may not be
extended beyond ten (10) years and one day from the date on which
such option was granted;
(c) the class of persons to whom options or cash awards may be
granted under the Plan shall not be modified materially;
(d) amendments will not be made which would cause the Plan or
transactions by officers and directors thereunder to cease to comply
with Rule 16b-3 promulgated under the 1934 Act, or any successor rule,
unless the Holding Company at the time has ceased to have its Common
Stock registered under section 12 of the 1934 Act; and
(e) the number of shares subject to options to be granted to Outside
Advisory Directors or the date of grant or the exercise price and
other terms thereof shall not be changed except as provided in Section
7 hereof unless the Holding Company at the time has ceased to have its
Common Stock registered under section 12 of the 1934 Act; provided
further that in any event any such provisions in the Plan governing
Outside Advisory Director options may not be amended more than once
every six (6) months other than to comport with changes in the Code or
the rules thereunder.
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No amendment of the Plan, however, may, without the consent of the
Optionees, make any changes in any outstanding options or cash awards
theretofore granted under the Plan which would adversely affect the rights of
such Optionees.
13. Termination. The Board of Directors of the Holding Company may
terminate the Plan at any time and no option or cash award shall be granted
thereafter. Such termination, however, shall not affect the validity of any
option or cash award theretofore granted under the Plan. In any event, no
incentive stock option may be granted under the Plan after the date which is
ten (10) years from the effective date of the Plan or, if earlier, the date the
Plan is approved by the Holding Company's shareholders.
14. Successors. This Plan shall be binding upon the successors and assigns
of the Holding Company.
15. Governing Law. The terms of any options granted hereunder and the
rights and obligations hereunder of the Holding Company, the Optionees and
their successors in interest shall, except to the extent governed by federal
law, be governed by Indiana law.
16. Government and Other Regulations. The obligations of the Holding
Company to issue or transfer and deliver shares under options granted under the
Plan or make cash awards shall be subject to compliance with all applicable
laws, governmental rules and regulations, and administrative action.
17. Effective Date. The Plan shall become effective on the effective date
of the Merger Conversion, and any options granted pursuant to the Plan may not
be exercised until the Board of Directors of the Holding Company has been
advised by counsel that such approval has been obtained and all other
applicable legal requirements have been met.
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EXHIBIT 5
December 29, 1994
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
Re: Central Indiana Bancorp Stock Option Plans
Gentlemen:
As counsel for National City Corporation ("NCC"), I am delivering
this opinion in connection with the filing of Post-Effective Amendment No. 1
(on Form S-8) to S-4 Registration Statement. I have examined
such documents, records and matters of law as I have deemed necessary for
purposes of this opinion, and based thereon I am of the opinion that the
shares that are to be issued to Option holders of Central Indiana Bancorp
pursuant to the terms of the option agreements and the merger agreement will be
validly issued, fully paid and nonassessable and the consideration received or
to be received by National City Corporation will be as least equal to the par
value of such shares.
I hereby consent to the filing of this opinion as to the Post-Effective
Amendment No. 1 (on Form S-8) to S-4 Registration Statement filed by NCC to
effect registration of such shares under the Securities Act of 1933 and to the
reference to me under the caption "Legal Opinion" in the Prospectus comprising
a part of such Registration Statement.
Very truly yours,
DAVID L. ZOELLER
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement pertaining to the Post-Effective Amendment No. 1 (on Form S-8) to
Form S-4 of our report dated January 21, 1994, with respect to the
consolidated financial statements of National City Corporation included in its
Annual Report on Form 10-K for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
December 28, 1994
<PAGE> 1
EXHIBIT 24
DIRECTORS AND OFFICERS OF
NATIONAL CITY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned directors and officers of National City Corporation,
(the "Corporation") hereby constitute and appoint David L. Zoeller, Carlton E.
Langer and Thomas A. Richlovsky, or any of them, with full power of
substitution and resubstitution, as attorneys or attorney of the undersigned,
to sign and file under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 relating to the registration of the shares of Common
Stock, par value $4.00 per share, of the Corporation to be issued pursuant to
the Central Indiana Bancorp Stock Option Plan and the Central Indiana Bancorp
1993 Stock Option Plan and any and all amendments and exhibits thereto,
including post-effective amendments, and any and all applications or other
documents to be filed with the Securities and Exchange Commission pertaining to
such registration, with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises,
hereby ratifying and approving the acts of said attorneys and any of them and
any such substitutes.
Executed this 19th day of December, 1994.
/s/ Sandra H. Austin Director
- - - - ----------------------------
Sandra H. Austin
Director
- - - - ----------------------------
James M. Biggar
/s/ Charles H. Bowman Director
- - - - ----------------------------
Charles H. Bowman
/s/ Edward B. Brandon Chairman of the Board and Chief Executive
- - - - ---------------------------- Officer (Principal Executive Officer)
Edward B. Brandon
/s/ John G. Breen Director
- - - - ----------------------------
John G. Breen
/s/ David A. Daberko Director, President and Chief Operating
- - - - ---------------------------- Officer
David A. Daberko
<PAGE> 2
Director
- - - - ------------------------------------
Richard E. Disbrow
/s/ Daniel E. Evans Director
- - - - ------------------------------------
Daniel E. Evans
/s/ Otto N. Frenzel III Director
- - - - ------------------------------------
Otto N. Frenzel III
/s/ Joseph H. Lemieux Director
- - - - ------------------------------------
Joseph H. Lemieux
/s/ A. Stevens Miles Director
- - - - ------------------------------------
A. Stevens Miles
/s/ Burnell R. Roberts Director
- - - - ------------------------------------
Burnell R. Roberts
/s/ William R. Robertson Director and Deputy Chairman of
- - - - ------------------------------------ the Board
William R. Robertson
Director
- - - - ------------------------------------
Stephen A. Stitle
/s/ Morry Weiss Director
- - - - ------------------------------------
Morry Weiss
2
