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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 16, 1995
-------------------------------
LOYOLA CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 0-15169 52-1479656
------------ ----------- --------------
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1300 North Charles Street
Baltimore, Maryland 21201-5705
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(410) 332-7210
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(Registrant's telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Loyola Capital Corporation ("Loyola") previously filed a Current Report on
Form 8-K to report that Loyola and Crestar Financial Corporation ("Crestar")
announced on April 28, 1995 the signing of a binding letter agreement under
which each of the approximately 8.1 million outstanding shares of Loyola Common
Stock would be exchanged for .69 shares of Crestar Common Stock, subject to
adjustment based on the price of Crestar Common Stock at the time the merger is
completed. Loyola is filing this Current Report on Form 8-K to report that it
has executed an Agreement and Plan of Merger with Crestar. Crestar's
acquisition of Loyola is subject to the approval by regulators and Loyola
stockholders. The acquisition is expected to be completed by year-end 1995 or
shortly thereafter.
Loyola has granted Crestar an option to purchase approximately 1.6 million
shares of Loyola Common Stock for $25 per share, exercisable in certain events.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger dated May 16, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May ___, 1995 LOYOLA CAPITAL CORPORATION
By:
-------------------------------------
James V. McAveney
Executive Vice President,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
PAGE
----
2.1 Agreement and Plan of Merger dated May 16, 1995. 5
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- --------------------------------------------------------------------------------
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
CRESTAR FINANCIAL CORPORATION
("CRESTAR")
AND
LOYOLA CAPITAL CORPORATION
("LOYOLA")
MAY 16, 1995
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TABLE OF CONTENTS
Page
----
ARTICLE 1 THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. Structure of the Merger . . . . . . . . . . . . . . . . . . . . 1
1.2. Conversion of Stock; Exchange Ratio. . . . . . . . . . . . . . . 1
1.3. Exchange Procedures. . . . . . . . . . . . . . . . . . . . . . . 3
1.4. Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.5. Articles of Incorporation of the Successor Corporation. . . . . 4
1.6. By-Laws of the Successor Corporation. . . . . . . . . . . . . . 4
1.7. Directors and Officers of the Successor Corporation. . . . . . . 4
1.8. Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 2 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . 5
2.1. Organization and Capitalization of Crestar. . . . . . . . . . . 5
2.2. Organization and Capitalization of Loyola. . . . . . . . . . . . 5
2.3. Rights, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.4. Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.5. Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.6. Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.7. Authorization and Validity of Agreement. . . . . . . . . . . . . 7
2.8. No Violations. . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.9. Securities Exchange Act Reports. . . . . . . . . . . . . . . . . 7
2.10. Absence of Certain Changes or Events. . . . . . . . . . . . . . 8
2.11. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.12. Absence of Claims. . . . . . . . . . . . . . . . . . . . . . . . 9
2.13. Absence of Regulatory Actions. . . . . . . . . . . . . . . . . . 10
2.14. Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.15. Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . . 10
2.16. Title to Assets. . . . . . . . . . . . . . . . . . . . . . . . . 12
2.17. Knowledge as to Conditions. . . . . . . . . . . . . . . . . . . 12
2.18. Compliance With Laws. . . . . . . . . . . . . . . . . . . . . . 12
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2.19. Crestar Common Stock. . . . . . . . . . . . . . . . . . . . . . 12
2.20. Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.21. Registration Statement; Proxy Statement. . . . . . . . . . . . . 13
2.22. Environmental Matters. . . . . . . . . . . . . . . . . . . . . . 13
2.23. Material Contracts. . . . . . . . . . . . . . . . . . . . . . . 15
2.24. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.25. Loans; Allowance for Credit Losses. . . . . . . . . . . . . . . 15
2.26. Business Combination Statute, etc. . . . . . . . . . . . . . . . 16
2.27. No Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . . 16
2.28. Loan Servicing Rights. . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 3 CONDITIONS TO EFFECTIVENESS . . . . . . . . . . . . . . . . . . 17
3.1. Stock Option Agreement. . . . . . . . . . . . . . . . . . . . . 17
3.2. Affiliate Agreements. . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE 4 COVENANTS PRIOR TO CLOSING . . . . . . . . . . . . . . . . . . . 18
4.1. Access to Information; Notice of Changes; Confidentiality. . . . 18
4.2. Conduct of the Business of Loyola Pending the Closing Date. . . 19
4.3. Conduct of the Business of Crestar Pending the Closing Date. . . 21
4.4. No Solicitation of Other Offers. . . . . . . . . . . . . . . . . 21
4.5. Certain Filings, Consents and Arrangements. . . . . . . . . . . 22
4.6. Best Efforts. . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.7. Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.8. Proxy; Registration Statement. . . . . . . . . . . . . . . . . . 23
4.9. Stockholders' Meeting. . . . . . . . . . . . . . . . . . . . . . 23
4.10. Crestar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.11. Additional Agreements. . . . . . . . . . . . . . . . . . . . . . 24
4.12. Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.13. Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.14. Branch Closing Law. . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE 5 CONDITIONS PRECEDENT TO MERGER . . . . . . . . . . . . . . . . . 26
5.1. Conditions Precedent to Obligations of All Parties. . . . . . . 26
5.2. Conditions Precedent to Obligations of Crestar. . . . . . . . . 28
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5.3. Conditions Precedent to Obligations of Loyola. . . . . . . . . . 29
ARTICLE 6 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.1. Tax-Free Reorganization Treatment. . . . . . . . . . . . . . . . 29
6.2. Employee Matters. . . . . . . . . . . . . . . . . . . . . . . . 29
6.3. Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . 30
6.4. Indemnification; Directors' and Officers' Insurance. . . . . . . 32
6.5. Crestar Baltimore, Maryland Local Advisory Board of Directors. . 33
ARTICLE 7 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.1. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.2. Effect of Termination. . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE 8 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.1. Certain Definitions; Interpretation. . . . . . . . . . . . . . . 35
8.2. Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . 37
8.3. Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.4. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.5. Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . 39
8.6. Binding Effect; Benefit; Assignment. . . . . . . . . . . . . . . 39
8.7. Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.8. Further Actions. . . . . . . . . . . . . . . . . . . . . . . . . 39
8.9. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.10. Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . 40
8.11. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . 40
Schedule 1.1 Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . 1
Schedule 2.3 Loyola Rights as of May 1, 1995 . . . . . . . . . . . . . . . 2
Schedule 2.6 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 3
Schedule 2.8 Breaches, Violations and Defaults . . . . . . . . . . . . . . 7
Schedule 2.11A Taxes of Crestar . . . . . . . . . . . . . . . . . . . . . 10
Schedule 2.11B Taxes of Loyola . . . . . . . . . . . . . . . . . . . . . . 11
Schedule 2.12A Crestar - Absence of Claims . . . . . . . . . . . . . . . . 12
Schedule 2.12B Loyola - Absence of Claims . . . . . . . . . . . . . . . . 13
Schedule 2.15 Loyola Benefit Plans . . . . . . . . . . . . . . . . . . . . 17
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Schedule 2.22 Environmental Matters . . . . . . . . . . . . . . . . . . . 22
Schedule 2.25 Classified Assets as of March 31, 1995
in excess of $1 Million . . . . . . . . . . . . . . . . . . 25
Schedule 2.28 Loan Servicing Rights . . . . . . . . . . . . . . . . . . . 27
Schedule 3.1 Form of Stock Option Agreement . . . . . . . . . . . . . . . 28
Schedule 3.2 Affiliates of Loyola . . . . . . . . . . . . . . . . . . . . 29
Schedule 4.2 Conduct of Business of Loyola . . . . . . . . . . . . . . . . 30
Schedule 6.3 Employee Benefits . . . . . . . . . . . . . . . . . . . . . . 31
Schedule 6.4 Loyola Indemnification Agreements . . . . . . . . . . . . . . 34
INDEX TO DEFINITIONS
Term Location-of-Definition
- ---- ----------------------
Acquisition Proposal . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2(a)
Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Average Closing Price. . . . . . . . . . . . . . . . . . . . . . . . . 1.2(b)
Bank Regulators. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.13
Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.15
Branch Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.22(a)
Change of Control. . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4(a)
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4(b)
Contract Employees . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(a)
Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Crestar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Crestar Bank MD. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1(f)
Crestar Retirement Plan. . . . . . . . . . . . . . . . . . . . . . . . 6.3(e)
Crestar Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . 1.2(a)
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
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Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Environmental Law. . . . . . . . . . . . . . . . . . . . . . . . . . . 2.22(a)
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.15
Exchange Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4(a)
Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2(b)
Federal Reserve Board. . . . . . . . . . . . . . . . . . . . . . . . . 4.14
401(k) Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(d)
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9(a)
Governmental Entity. . . . . . . . . . . . . . . . . . . . . . . . . . 2.22(a)
Hazardous Substance. . . . . . . . . . . . . . . . . . . . . . . . . . 2.22(a)
Indemnified Parties. . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(a)
IRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.15
Loan Servicing File. . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Loan Servicing Rights. . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Loyola . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Loyola Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . 1.2(a)
Loyola FSB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1(h)
Loyola Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9
Loyola Pension Plan. . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(e)
Material . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Material Adverse Effect. . . . . . . . . . . . . . . . . . . . . . . . 8.1
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
MGCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
OREO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.25(a)
Outstanding Option . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4(a)
Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.15
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Proxy Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.21
Proxy Statement/Prospectus . . . . . . . . . . . . . . . . . . . . . . 2.21
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . 2.21
Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9
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Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9
Securities Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . 2.9
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.21
Serviced Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Significant Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . 2.4
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Successor Corporation. . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Thrift Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(d)
To the knowledge of Crestar. . . . . . . . . . . . . . . . . . . . . . 8.1
To the knowledge of Loyola . . . . . . . . . . . . . . . . . . . . . . 8.1
Transferred Employees. . . . . . . . . . . . . . . . . . . . . . . . . 6.3(b)
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made as of the 16th day
of May, 1995, by and between CRESTAR FINANCIAL CORPORATION, a Virginia
corporation ("Crestar"), and LOYOLA CAPITAL CORPORATION, a Maryland corporation
("Loyola").
WHEREAS, the respective Boards of Directors of Crestar and Loyola have
approved the acquisition of Loyola by Crestar, subject to the terms and
conditions of this Agreement;
WHEREAS, to complete such acquisition, the respective Boards of Directors
of Crestar and Loyola have approved the merger of Loyola into Crestar pursuant
to and subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the foregoing premises and of the mutual
covenants, representations, warranties and agreements herein contained, the
parties, intending to be legally bound hereby, agree as follows:
ARTICLE 1
THE MERGER
1.1. STRUCTURE OF THE MERGER.
Subject to the terms and conditions of this Agreement and the Plan of
Merger attached hereto as Schedule 1.1, at the Effective Time (as defined in
Section 1.8), Loyola will merge (the "Merger") with and into Crestar, with
Crestar being the successor corporation (the "Successor Corporation"). At the
Effective Time, the separate corporate existence of Loyola shall cease, and
Crestar shall continue as the Successor Corporation. From and after the
Effective Time, the Merger shall have the effects set forth in Section 3-114 of
the Maryland General Corporation Law ("MGCL") and in Section 13.1-721 of the
Virginia Stock Corporation Act.
1.2. CONVERSION OF STOCK; EXCHANGE RATIO.
(a) CONVERSION OF STOCK. At the Effective Time, each share of common
stock of Loyola, par value $0.10 per share (the "Loyola Common Stock") then
issued and outstanding (other than shares held directly by Crestar, excluding
shares held in a fiduciary capacity or in satisfaction of a debt previously
contracted) shall, by virtue of the Merger and without any action on the part of
the holder thereof, be converted into and represent the right to receive the
number of shares of stock of Crestar determined in accordance with subparagraph
(b). As of the Effective Time, each share of Loyola Common Stock held directly
by Crestar, excluding shares
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held in a fiduciary capacity or in satisfaction of a debt previously contracted,
shall be canceled, retired and cease to exist, and no exchange or payment shall
be made with respect thereto. Each issued and outstanding share of common stock
of Crestar, par value $5.00 per share ("Crestar Common Stock") shall continue to
be an issued and outstanding share of common stock of the Successor Corporation.
(b) EXCHANGE RATIO. Each share of Loyola Common Stock (other than
shares held directly by Crestar, excluding shares held in a fiduciary capacity
or in satisfaction of a debt previously contracted) shall be converted into a
fraction of a share of Crestar Common Stock, determined in accordance with the
Exchange Ratio. The "Exchange Ratio" shall be calculated as follows:
(i) if the Average Closing Price (as defined below) is between
$43.478 and $46.375, the Exchange Ratio shall be 0.690 (the quotient
of (A) $32.00 divided by (B) $46.375);
(ii) if the Average Closing Price is greater than $46.375, the
Exchange Ratio shall be the quotient of (A) $32.00 divided by (B) the
Average Closing Price, rounded to the nearest one-one thousandth of a
share, provided that the Exchange Ratio shall not be less than 0.640;
and
(iii) if the Average Closing Price is less than $43.478, the
Exchange Ratio shall be the quotient of (A) $30.00 divided by (B) the
Average Closing Price, rounded to the nearest one-one thousandth of a
share, provided that the Exchange Ratio shall not be greater than
0.750, subject to adjustment as provided in Section 7.1(f).
As used herein, "Average Closing Price" shall mean the average closing
price of Crestar Common Stock as reported on the New York Stock Exchange for
each of the 10 trading days ending on the tenth day prior to the Closing Date
(as defined in Section 1.8).
The Exchange Ratio at the Effective Time of the Merger shall be
adjusted to reflect any consolidation, split-up, other subdivisions or
combinations of Crestar Common Stock, any dividend payable in Crestar Common
Stock, or any capital reorganization involving the reclassification of Crestar
Common Stock subsequent to the date of this Agreement. The Exchange Ratio may
be adjusted as provided in Section 7.1(f).
(c) FRACTIONAL SHARES. No fractional shares of Crestar Common Stock
will be issued pursuant hereto, and Crestar shall pay cash in lieu of any
fractional shares of Crestar Common Stock which otherwise would be issuable.
Any such cash payments shall be made on the basis of the Average Closing Price.
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1.3. EXCHANGE PROCEDURES.
(a) After the Effective Time of the Merger, each holder of a
certificate for theretofore outstanding shares of Loyola Common Stock, upon
surrender of such certificate and a letter of transmittal to Crestar Bank (which
shall act as exchange agent), shall be entitled to receive in exchange therefor
a certificate or certificates representing the number of full shares of Crestar
Common Stock for which shares of Loyola Common Stock theretofore represented by
the certificate or certificates so surrendered shall have been exchanged as
provided in this Article I. Until so surrendered, each outstanding certificate
which, prior to the Effective Time of the Merger, represented Loyola Common
Stock will be deemed to evidence the right to receive the number of full shares
of Crestar Common Stock into which the shares of Loyola Common Stock represented
thereby may be converted in accordance with the Exchange Ratio; and, after the
Effective Time of the Merger will be deemed for all corporate purposes of
Crestar to evidence ownership of the number of full shares of Crestar Common
Stock into which the shares of Loyola Common Stock represented thereby were
converted.
(b) Until such outstanding certificates formerly representing Loyola
Common Stock are surrendered, no dividend payable to holders of record of
Crestar Common Stock for any period as of any date subsequent to the Effective
Time of the Merger shall be paid to the holder of such outstanding certificates
in respect thereof. After the Effective Time of the Merger, there shall be no
further registry of transfer on the records of Loyola or shares of Loyola Common
Stock. If a certificate representing such shares is presented to Crestar, it
shall be canceled and exchanged for a certificate representing shares of Crestar
Common Stock as herein provided. Upon surrender of certificates of Loyola
Common Stock in exchange for Crestar Common Stock, there shall be paid to the
record holder of the certificates of Crestar Common Stock issued in exchange
therefor (i) the amount of dividends theretofore paid with respect to such full
shares of Crestar Common Stock as of any date subsequent to the Effective Time
of the Merger which have not yet been paid to a public official pursuant to
abandoned property laws and (ii) at the appropriate payment date the amount of
dividends with a record date after the Effective Time of the Merger but prior to
surrender and a payment date subsequent to surrender. No interest shall be
payable with respect to such dividends upon surrender of outstanding
certificates.
(c) At the Effective Time of the Merger, each share of Loyola Common
Stock held directly by Crestar (excluding shares held in a fiduciary capacity or
in satisfaction of a debt previously contracted) shall be canceled, retired and
cease to exist.
1.4. STOCK OPTIONS.
(a) At the Effective Time, options granted by Loyola under Loyola's
1986 Stock Option Plan, as amended, to purchase shares of Loyola Common Stock,
which are outstanding and unexercised immediately prior thereto (each, an
"Outstanding Option"), shall be converted as
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to each whole share subject to such Outstanding Option into an option (each, an
"Exchange Option") to purchase such number of shares of Crestar Common Stock at
such exercise price as is determined as provided below:
(i) the number of shares of Crestar Common Stock to be subject
to the Exchange Option shall be equal to the product of (A) the number
of shares of Loyola Common Stock subject to the Outstanding Option
multiplied by (B) the Exchange Ratio (as may be adjusted pursuant to
Section 1.2(b)), the product being rounded, if necessary, up or down,
to the nearest whole share;
(ii) the per share exercise price under the Exchange Option shall
be equal to (A) the per share exercise price under the Outstanding
Option divided by (B) the Exchange Ratio (as may be adjusted pursuant
to Section 1.2(b)), with any fractional cent rounded to the next whole
cent; and
(iii) the Exchange Option shall otherwise have the same duration
and other terms as the Outstanding Option.
(b) The adjustments provided herein with respect to any options which
are "incentive stock options" (as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code")) shall be effected in a manner consistent
with Section 424(a) of the Code.
(c) No options for Loyola capital stock have been granted since May 1,
1995 except under the Stock Option Agreement contemplated by Section 3.1.
1.5. ARTICLES OF INCORPORATION OF THE SUCCESSOR CORPORATION.
The Articles of Incorporation of Crestar, as in effect immediately prior to
the Effective Time, shall be the Articles of Incorporation of the Successor
Corporation until thereafter amended as provided by law.
1.6. BY-LAWS OF THE SUCCESSOR CORPORATION.
The By-Laws of Crestar, as in effect immediately prior to the Effective
Time, shall be the By-Laws of the Successor Corporation until thereafter amended
as provided by law.
1.7. DIRECTORS AND OFFICERS OF THE SUCCESSOR CORPORATION.
The directors and officers of Crestar, as in office immediately prior to
the Effective Time, shall be the directors and officers of the Successor
Corporation.
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1.8. CLOSING.
On such date as Crestar shall designate which shall be a date promptly
following the expiration of all applicable waiting periods in connection with
approvals of Bank Regulators (as defined in Section 2.13) occurs (but not
earlier than December 28, 1995) and all conditions to the consummation of this
Agreement are satisfied or waived, or on such earlier or later date as may be
agreed by the parties (the "Closing Date"), articles of merger shall be executed
in accordance with all appropriate legal requirements and shall be filed as
required by law, and the Merger provided for herein shall become effective upon
such filing or on such date as may be specified in such articles of merger by
agreement of the parties hereto. The date of such filing or such later
effective date is herein called the "Effective Date." The "Effective Time" of
the Merger shall be such time on the Effective Date as may be agreed by the
parties.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
Crestar represents and warrants to Loyola, and Loyola represents and
warrants to Crestar, to the extent applicable as indicated below, that:
2.1. ORGANIZATION AND CAPITALIZATION OF CRESTAR.
In the case of Crestar, it is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of Virginia, it
is a bank holding company registered under the Bank Holding Company Act of 1956,
as amended; and it's authorized capital stock as of the date hereof consists of
100,000,000 authorized shares of common stock, par value $5.00 per share, of
which 38,397,409 shares were issued and outstanding as of March 31, 1995, and
2,000,000 authorized shares of preferred stock, no par value per share, of which
no shares are issued and outstanding as of the date hereof.
2.2. ORGANIZATION AND CAPITALIZATION OF LOYOLA.
In the case of Loyola, it is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maryland and it is a savings
and loan holding company registered under the Savings and Loan Holding Company
Act, as amended; and its authorized capital stock as of the date hereof consists
of 35,000,000 authorized shares of Loyola Common Stock, of which 8,107,750
shares were issued and outstanding as of March 31, 1995, and 15,000,000
authorized shares of preferred stock, par value $0.10 per share, of which no
shares are issued and outstanding as of the date hereof.
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2.3. RIGHTS, ETC.
In the case of Loyola, except as set forth on Schedule 2.3 or as
contemplated by Section 3.1, there are not any shares of its capital stock
reserved for issuance, or any outstanding or authorized options, warrants,
rights, subscriptions, claims of any character, agreements, obligations,
convertible or exchangeable securities, or other commitments, contingent or
otherwise, relating to its capital stock, pursuant to which it is or may become
obligated to issue shares of capital stock or any securities convertible into,
exchangeable for, or evidencing the right to subscribe for, any shares of its
capital stock (collectively, "Rights").
2.4. CAPITAL STOCK.
In the case of Crestar and Loyola, respectively, all outstanding shares of
capital stock of it and its Significant Subsidiaries (as defined in Rule 1-02 of
Regulation S-X, provided that any Subsidiary (as defined in Section 8.1) that is
a bank, savings bank or trust company shall be deemed a Significant Subsidiary)
are duly authorized, validly issued and outstanding, fully paid and (subject to
12 U.S.C. SECTION 55 in the case of a national bank) nonassessable, and subject
to no preemptive rights.
2.5. AUTHORITY.
In the case of Crestar and Loyola, respectively, each of it and its
Significant Subsidiaries has the power and authority, and is duly qualified in
all jurisdictions where such qualification is required, to carry on its business
as it is now being conducted and to own all its Material (as defined in Section
8.1) properties and assets (except for such qualifications the absence of which,
individually or in the aggregate, would not have a Material Adverse Effect (as
defined in Section 8.1)), and it has all federal, state, local, and foreign
Governmental Entity (as defined in Section 2.22(a)) authorizations necessary for
it to own or lease its properties and assets and to carry on its business as it
is now being conducted, except for such powers and authorizations the absence of
which, either individually or in the aggregate, would not have a Material
Adverse Effect.
2.6. SUBSIDIARIES.
In the case of Loyola, a list of its Subsidiaries is contained on Schedule
2.6. In the case of Loyola, all of the issued and outstanding shares of capital
stock of each of its Subsidiaries are owned by it free and clear of all liens,
claims, encumbrances and restrictions on transfer and there are no Rights with
respect to such capital stock, except as set forth on Schedule 2.6.
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2.7. AUTHORIZATION AND VALIDITY OF AGREEMENT.
In the case of Crestar and Loyola, respectively, it has full power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. In the case
of Crestar, and subject, in the case of Loyola, to the receipt of the required
stockholder approval for Loyola referred to in Section 5.1(a), this Agreement
has been authorized by all necessary corporate action of it. In the case of
Crestar and Loyola, respectively, this Agreement is a valid and binding
agreement of it enforceable against it in accordance with its terms, subject as
to enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles. In the case of Crestar and
Loyola, respectively, neither the execution and delivery of this Agreement nor
the carrying out of the transactions contemplated hereunder will result in any
violation, termination or modification of, or be in conflict with, any terms of
any contract or other instrument to which Crestar or Loyola is a party, or of
any judgment, decree or order applicable to Crestar or Loyola, or result in the
creation of any lien, charge or encumbrance upon any of its properties or
assets.
2.8. NO VIOLATIONS.
In the case of Crestar and Loyola, respectively, the execution, delivery
and performance of this Agreement by it does not, and the consummation of the
transactions contemplated hereby by it will not, constitute (i) a breach or
violation of, or a default under, any law, rule or regulation or any judgment,
decree, order, governmental permit or license, or Material agreement, indenture
or instrument of it or its Subsidiaries or to which it or its Subsidiaries (or
any of their respective properties) is subject, which breach, violation or
default would have a Material Adverse Effect (all of such breaches, violations,
or defaults being identified on Schedule 2.8) or enable any person to enjoin the
Merger or (ii) a breach or violation of, or a default under, the charter or by-
laws of it or any of its Subsidiaries; and the consummation of the transactions
contemplated hereby will not require any approval, consent or waiver under any
such law, rule, regulation, judgment, decree, order, governmental permit or
license or the approval, consent or waiver of any other party to any such
agreement, indenture or instrument, other than (i) the required approvals,
consents and waivers of governmental authorities referred to in Section 5.1(c),
(ii) the approval of the stockholders of Loyola referred to in Section 5.1(a),
(iii) such approvals, consents or waivers as are required under the federal and
state securities or "Blue Sky" laws in connection with the transactions
contemplated by this Agreement, and (iv) any other approvals, consents or
waivers the absence of which, individually or in the aggregate, would not result
in a Material Adverse Effect or enable any person to enjoin the Merger.
2.9. SECURITIES EXCHANGE ACT REPORTS.
In the case of Crestar and Loyola, respectively, it has filed with the
Securities and Exchange Commission ("SEC") all required forms, reports and
documents required under the
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Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). In
the case of Crestar and Loyola, respectively, as of their respective dates,
neither its Annual Report on Form 10-K for the fiscal year ended December 31,
1994, nor any other document filed subsequent to December 31, 1994 under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, each in the form
(including exhibits) filed with the SEC (collectively, its "Reports") contained,
as of the date thereof, any untrue statement of a Material fact or omitted to
state a Material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. In the case of Crestar and Loyola, respectively, each of
the balance sheets or statements of condition contained or incorporated by
reference in its Reports (including any related notes and schedules) fairly
present the financial position of the entity or entities to which it relates as
of its date and each of the statements of operations and retained earnings and
of cash flows and changes in financial position or equivalent statements
contained or incorporated by reference in its Reports (including any related
notes and schedules) fairly present the results of operations, retained earnings
and cash flows of the entity or entities to which it relates for the periods set
forth therein (subject, in the case of unaudited interim statements, to normal
year-end audit adjustments that are not Material in amount or effect), in each
case in accordance with generally accepted accounting principles applicable to
depository institutions ("GAAP") consistently applied during the periods
involved, except as may be noted in the Reports. In the case of Crestar and
Loyola, respectively, as of the date of such Reports, there existed no Material
liabilities of Crestar or Loyola, respectively, contingent or otherwise, that
are required to be disclosed under GAAP or would be required to be disclosed in
the financial statements contained in the Annual Report on Form 10-K for the
year ended December 31, 1994 but are not so disclosed in such Reports.
2.10. ABSENCE OF CERTAIN CHANGES OR EVENTS.
In the case of Crestar and Loyola, respectively, since December 31, 1994,
except as disclosed in its Reports, it has not incurred any Material liability
except in the ordinary course of its business consistent with past practice, and
since December 31, 1994 there has not been any change in the financial condition
or results of operations of it or any of its Subsidiaries which, individually or
in the aggregate, has had a Material Adverse Effect (other than as a result of
changes in banking laws or regulations of general applicability or
interpretations thereof).
2.11. TAXES.
In the case of Crestar and Loyola, respectively, except as otherwise would
not have a Material Adverse Effect, all federal, state, local and foreign tax
returns required to be filed on or before the Effective Date by or on behalf of
it or any of its Subsidiaries have been timely filed or requests for extensions
have been timely filed and any such extensions have been granted and not
expired. In the case of Crestar and Loyola, respectively, except as otherwise
would not have a Material Adverse Effect, all taxes imposed on it or any of its
Subsidiaries (or for which it or any
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of its Subsidiaries is liable) for any period (or portion of a period) ending on
or before the Effective Date have been paid in full or adequate provision has
been made for any such taxes on its balance sheet (in accordance with GAAP).
Except as disclosed on Schedule 2.11A, in the case of Crestar, and on Schedule
2.11B, in the case of Loyola, respectively, as of the date of this Agreement,
there are no assessments or notices of deficiency or proposed assessments with
respect to any taxes of it or any of its Subsidiaries (or for which it or any of
its Subsidiaries is liable) that, if resolved in a manner adverse to it, would
have a Material Adverse Effect. In the case of Crestar and Loyola,
respectively, except as otherwise would not have a Material Adverse Effect,
neither it nor any of its Subsidiaries has executed an extension or waiver of
any statute of limitations on the assessment or collection of any tax due that
is currently in effect. In the case of Loyola, except as disclosed on Schedule
2.11B, (i) neither Loyola nor any Subsidiary of Loyola has filed (or been
included in) a consolidated, combined, or unitary income tax return with a
corporation other than Loyola and its Subsidiaries, (ii) each of Loyola and its
Subsidiaries is in Material compliance with, and its records contain all
information and documents necessary to comply in all Material respects with, all
applicable tax information reporting and withholding requirements, and such
records identify with specificity all accounts subject to backup withholding
under Section 3406 of the Code, (iii) for periods ending after the date of the
most recent balance sheet contained in the latest Report of Loyola, the books
and records of Loyola and its Subsidiaries fully and properly reflect their
liabilities for all accrued taxes in accordance with GAAP, (iv) neither Loyola
nor any of its Subsidiaries has made or entered into, or holds any assets
subject to, a consent filed pursuant to Section 341(f) of the Code and the
regulations thereunder or a "safe harbor lease" subject to former Section
168(f)(8) of the Code and the regulations thereunder, (v) no Material amount is
required to be included in the income of Loyola or any of its Subsidiaries
pursuant to Section 481 of the Code and the regulations thereunder by reason of
any event that occurred prior to the Effective Time, and (vi) Schedule 2.11B
describes all Material tax elections, consents, and agreements affecting Loyola
or any of its Subsidiaries. For purposes of this Section 2.11, "tax" and
"taxes" include any interest, penalty, and addition to tax payable with respect
to any tax.
2.12. ABSENCE OF CLAIMS.
Except as disclosed on Schedule 2.12A, in the case of Crestar, and on
Schedule 2.12B, in the case of Loyola, respectively, no Material litigation,
proceeding or controversy before any court or Governmental Entity is pending,
and there is no pending claim, action or proceeding against it or any of its
Subsidiaries, which is reasonably likely, individually or in the aggregate to
have a Material Adverse Effect or to Materially hinder or delay consummation of
the transactions contemplated hereby.
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2.13. ABSENCE OF REGULATORY ACTIONS.
In the case of Crestar and Loyola, respectively, neither it nor any of its
Subsidiaries is a party to any cease and desist order, written agreement or
memorandum of understanding with, or a party to any commitment letter or similar
undertaking to, or is subject to any order or directive by, or is a recipient of
any extraordinary supervisory letter from, or has adopted any board resolutions
at the request of, federal or state governmental authorities charged with the
supervision or regulation of banks or bank holding companies or savings and
loans or savings and loan holding companies or engaged in the insurance of bank
deposits ("Bank Regulators"), nor has it been advised by any Bank Regulator that
it is contemplating issuing or requesting (or is considering the appropriateness
of issuing or requesting) any such order, directive, written agreement,
memorandum of understanding, extraordinary supervisory letter, commitment
letter, board resolutions or similar undertaking.
2.14. LABOR MATTERS.
In the case of Crestar and Loyola, respectively, neither it nor any of its
Subsidiaries is a party to, or is bound by, any collective bargaining agreement,
contract or other agreement or understanding with a labor union or labor
organization, nor is it or any of its Subsidiaries the subject of any proceeding
asserting that it or any such Subsidiary has committed an unfair labor practice
or seeking to compel it or such Subsidiary to bargain with any labor
organization as to wages and conditions of employment, nor to the knowledge of
Loyola and Crestar (as defined in Section 8.1), respectively, is there any
strike or other labor dispute involving it or any of its Subsidiaries pending or
threatened.
2.15. EMPLOYEE BENEFIT PLANS.
Except as disclosed on Schedule 2.15, to the knowledge of Loyola, all
"employee benefit plans" (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) that cover any of its or its
Subsidiaries' employees, comply and have been administered in all Material
respects with all applicable requirements of ERISA, the Code and other
applicable laws; to the knowledge of Loyola, neither it nor any of its
Subsidiaries has engaged in a "prohibited transaction" (as defined in Section
406 of ERISA or Section 4975 of the Code) with respect to any such employee
benefit plan which is likely to result in any Material penalties or taxes under
Section 502(i) of ERISA or Section 4975 of the Code; no Material liability to
the Pension Benefit Guaranty Corporation has been or is expected by it or them
to be incurred with respect to any such employee benefit plan which is subject
to Title IV of ERISA ("Pension Plan"), or with respect to any "single-employer
plan" (as defined in Section 4001(a)(15) of ERISA) currently or formerly
maintained by it, them or any entity which is considered one employer with it
under Section 4001 of ERISA or Section 414 of the Code; no Pension Plan had an
"accumulated funding deficiency" (as defined in Section 302 of ERISA (whether or
not waived) as of the last day of the end of the most recent plan year ending
prior to
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the date hereof; the fair market value of the assets of each Pension Plan
exceeds the present value of the "benefit liabilities" (as defined in Section
4001(a)(16) of ERISA) under such Pension Plan as of the end of the most recent
plan year with respect to such Pension Plan ending prior to the date hereof,
calculated on the basis of the actuarial assumptions used in the most recent
actuarial valuation for such Pension Plan as of the date hereof; no notice of a
"reportable event" (as defined in Section 4043 of ERISA) for which the 30-day
reporting requirement has not been waived has been required to be filed for any
Pension Plan within the 12-month period ending on the date hereof; neither it
nor any of its Subsidiaries has provided, or is required to provide, security to
any Pension Plan pursuant to Section 401(a)(29) of the Code; neither it nor any
of its Subsidiaries have not contributed to any "multiemployer plan," as defined
in Section 3(37) of ERISA on or after September 26, 1980. Schedule 2.15
identifies each "employee welfare benefit plan" (as defined in Section 3(1) of
ERISA) maintained by Loyola and its Subsidiaries which is funded; the funding
under each such plan does not exceed the limitations under Section 419A(b) or
419A(c) of the Code and neither Loyola nor any of its Subsidiaries is subject to
taxation on the income of any such plan. Schedule 2.15 identifies the method of
funding (including any individual accounting) for all post-retirement medical or
life insurance benefits for the employees of Loyola and its Subsidiaries and
discloses the funded status of such plans. In the case of Loyola, with respect
to each benefit plan, program, arrangement or policy for employees that is
maintained or contributed to by Loyola or any of its Subsidiaries, including,
but not limited to, "employee benefit plans" (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"))
(collectively, the "Benefit Plans"), it has made available to Crestar a true and
correct copy of (i) the most recent annual report on Form 5500 filed with the
Internal Revenue Service (the "IRS"), (ii) such Benefit Plan, (iii) each trust
agreement and insurance contract relating to such Benefit Plan, (iv) the most
recent summary plan description for such Benefit Plan, (v) the most recent
actuarial report or valuation if such Benefit Plan is subject to Title IV of
ERISA, (vi) the most recent determination letter issued by the IRS if such
Benefit Plan is intended to be qualified under Section 401(a) of the Code, (vii)
any open requests for rulings or determination letters that pertain to any
Benefit Plan, and (viii) all outstanding employment agreements, as amended
through the date hereof with employees, former employees, directors, former
directors and independent contractors of Loyola and each of its Subsidiaries.
Other than has been identified on Schedule 2.15, full payment has been made (or
proper accruals have been established to the extent required by GAAP) for all
contributions which are required or for which benefits have accrued prior to
Closing under the terms of each Benefit Plan, employment agreement, benefit
commitment and for all liabilities which have accrued prior to the Effective
Time under each Benefit Plan, employment agreement, benefit commitment or
collective bargaining agreement, including any such Benefit Plan, employment
agreement, benefit commitment or collective bargaining agreement to be assumed
by Crestar pursuant to Section 6.3(a). There are no trades or businesses, and
there never have been any trades or businesses, which are or were treated as a
single employer under ERISA and the Code with respect to Loyola other than its
Subsidiaries.
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2.16. TITLE TO ASSETS.
In the case of Crestar and Loyola, respectively, each of it and each of its
Subsidiaries has good and marketable title to its properties and assets (other
than property as to which it is lessee) except for such defects in title which
would not, individually or in the aggregate, have a Material Adverse Effect.
2.17. KNOWLEDGE AS TO CONDITIONS.
To the knowledge of Crestar and Loyola, respectively, there is no reason
why the approvals, consents and waivers of the Governmental Entities referred to
in Section 5.1(c) should not be obtained without the imposition of any condition
of the type referred to in the provisos thereto.
2.18. COMPLIANCE WITH LAWS.
In the case of Crestar and Loyola, respectively, it and each of its
Subsidiaries has all permits, licenses, certificates of authority, orders and
approvals of, and has made all filings, applications and registrations with,
federal, state, local and foreign governmental or regulatory bodies that are
required in order to permit it to carry on its business as it is presently
conducted and the absence of which could, individually or in the aggregate, have
a Material Adverse Effect.
2.19. CRESTAR COMMON STOCK.
In the case of Crestar, the shares of Crestar Common Stock to be issued
pursuant to this Agreement, when issued in accordance with the terms of this
Agreement, will be duly authorized, validly issued, fully paid and non-
assessable and subject to no preemptive rights.
2.20. FEES.
In the case of Crestar and Loyola, respectively, other than financial
advisory services performed for Loyola by Alex. Brown & Sons Incorporated (on
terms disclosed to Crestar) and financial advisory services performed for
Crestar by Morgan Stanley & Co., Incorporated, neither it nor any of its
Subsidiaries, nor any of their respective officers, directors, employees or
agents has employed any broker or finder or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finder's fees, and no
broker or finder has acted directly or indirectly for it or any of its
Subsidiaries, in connection with this Agreement or the transactions contemplated
hereby.
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2.21. REGISTRATION STATEMENT; PROXY STATEMENT.
In the case of Crestar and Loyola, respectively, the information to be
supplied by it for inclusion in (i) the Registration Statement on Form S-4
and/or such other form(s) as may be appropriate to be filed under the Securities
Act of 1933, as amended (the "Securities Act") with the SEC by Crestar for the
purpose of, among other things, registering Crestar Common Stock to be issued to
the stockholders of Loyola in the Merger (the "Registration Statement") will
not, at the time such Registration Statement becomes effective, contain any
untrue statement of a Material fact or omit to state any Material fact required
to be stated therein or necessary in order to make the statements therein not
misleading, or (ii) the proxy statement to be filed with the SEC by Loyola under
the Securities Exchange Act and distributed in connection with Loyola's meeting
of its stockholders to vote upon this Agreement (as amended or supplemented from
time to time, the "Proxy Statement", and together with the prospectus included
in the Registration Statement, as amended or supplemented from time to time, the
"Proxy Statement/Prospectus") will not, at the time the Proxy
Statement/Prospectus is mailed and at the time of the Loyola Meeting (as defined
in Section 4.9), contain any untrue statement of a Material fact or omit to
state any Material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they are
made, not misleading.
2.22. ENVIRONMENTAL MATTERS.
(a) For purposes of this Section 2.22, the following terms shall have
the indicated meaning:
"Branch Property" means all real property presently owned or operated
by Loyola and each of its Subsidiaries on which branches or facilities are
located.
"Environmental Law" means (i) any applicable federal, state or local
statute, law, ordinance, rule, regulation, code, license, permit, authorization,
approval, consent, order, judgment, decree, directive, requirement or agreement
with any court, governmental authority or other regulatory or administrative
agency or commission, domestic or foreign ("Governmental Entity") now existing,
relating to the use, storage, treatment, generation, transportation, processing,
handling, labeling, production, release or disposal of Hazardous Substances,
each as amended, or (ii) any common law that may impose liability or obligations
for injuries or damages due to the presence of or exposure to any Hazardous
Substance.
"Hazardous Substance" means any substance, whether liquid, solid or
gas, listed, defined, designated or classified as hazardous, toxic, radioactive
or dangerous, under any applicable Environmental Law, whether by type or by
quantity. Hazardous Substance includes, without limitation, (i) any "hazardous
substance" as defined in the Comprehensive Environmental Response, Compensation
and Liability Act, as amended, and (ii) any "hazardous waste" as defined in the
Resource Conservation and Recovery Act, as amended.
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(b) To the knowledge of Loyola, except as disclosed on Schedule 2.22
or as would not individually or in the aggregate have a Material Adverse Effect
on Loyola;
(i) each of Loyola and its Subsidiaries is and has been in
substantial compliance with all applicable Environmental Law;
(ii) neither Loyola nor any of its Subsidiaries has received any
written notices, demand letters or written requests for information
from any Governmental Entity or any third party indicating that Loyola
or any Subsidiary may be in violation of, or liable under, any
Environmental Law;
(iii) there are no civil, criminal or administrative actions,
suits, demands, claims, hearings, investigation or proceedings pending
or threatened against Loyola or any Subsidiary alleging that they may
be in violation of, or liable under, any Environmental Law;
(iv) no reports have been filed, or are required to be filed with
any Governmental Entity, by Loyola or any of its Subsidiaries
concerning the release of any Hazardous Substance or the violation or
any Environmental Law on or at the Branch Property; and
(v) there are no underground storage tanks on, in or under any
of the Branch Property and no underground storage tanks have been
closed or removed from any Branch Property while such Branch Property
was owned or operated by Loyola or any of its Subsidiaries.
(c) There are no permits or licenses required under any Environmental
Law in respect of the Branch Property presently operated by Loyola or any of its
Subsidiaries that the absence of which could, individually or in the aggregate,
have a Material Adverse Effect.
(d) Schedule 2.22 contains copies of all documentation representing
Loyola's environmental policies and procedures (including environmental policies
and procedures applicable to land loans, land acquisition and development loans,
commercial construction loans and commercial permanent mortgage loans). Land
loans and land acquisition and development loans made to real estate joint
ventures of Loyola and its Subsidiaries are among the land loans and land
acquisition and development loans covered by such policies and procedures.
Loyola has operated and conducted its business and operations (including
specifically the making of land loans, land acquisition and development loans,
commercial construction loans and commercial permanent mortgage loans) in
substantial compliance with all such policies and procedures since their
adoption on March 16, 1993 except where the failure to so operate or conduct
such business would not, individually or in the aggregate, have a Material
Adverse Effect.
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2.23. MATERIAL CONTRACTS.
In the case of Crestar and Loyola, respectively, neither it nor any of its
Subsidiaries is in default under any Material contract, which default is
reasonably likely to have, either individually or in the aggregate, a Material
Adverse Effect on it, and there has not occurred any event that with the lapse
of time or the giving of notice or both would constitute such a default. In the
case of Crestar and Loyola, respectively, neither it nor any of its Subsidiaries
is a party to or is bound by any agreement or subject to or bound by any
judgment, decree, order, writ or injunction that places any Material restriction
on the ability of it or any of its Subsidiaries to engage in their respective
businesses in accordance with present practices.
2.24. INSURANCE.
In the case of Crestar and Loyola, respectively, the assets, properties and
operations of it and its Subsidiaries are insured under various policies of
general liability and other forms of insurance, including surety and bonding
arrangements. Such policies are in amounts and types of coverage which are
reasonable in relation to the business and assets of each of them and all
premiums due have been paid in full. All such forms of insurance are in full
force and effect in accordance with their terms, no notice of cancellation has
been received, and there is no existing default or event which, with the giving
of notice or lapse of time or both, would constitute a default thereunder, in
each such case, except which would not have a Material Adverse Effect. To the
knowledge of Crestar and Loyola, respectively, there has been no failure to give
any notice or to present any Material claim under any insurance arrangement in
due and timely fashion.
2.25. LOANS; ALLOWANCE FOR CREDIT LOSSES.
(a) Each loan outstanding on the books of Loyola is reflected
correctly in all Material respects by the loan documentation, was made in the
ordinary course of business, was to the knowledge of Loyola not uncollectible at
the time it was made, and in all Material respects was made in accordance with
Loyola's standard loan policies. The records of Loyola regarding all loans
outstanding on its books are accurate in all Material respects. Except as
identified on Schedule 2.25, no loan in excess of $1,000,000 has been classified
as of the date hereof by Loyola or regulatory examiners as "Other Loans
Specially Mentioned," "Substandard," "Doubtful" or "Loss." Except as identified
on Schedule 2.25, each loan reflected as an asset on Loyola's balance sheets is,
to the knowledge of Loyola, the legal, valid and binding obligation of the
obligor and any guarantor, subject to bankruptcy, insolvency, fraudulent
conveyance and other laws of general applicability relating to or affecting
creditor's rights and to general equity principles, and no defense, offset or
counterclaim has been asserted with respect to any such loan which if successful
could have a Material Adverse Effect. The allowance for credit losses included
in the consolidated financial statements of Loyola included in Loyola's December
31, 1994 Form 10-K was determined in accordance with GAAP to be adequate to
provide for losses
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relating to or inherent in the loan and lease portfolios of, and other
extensions of credit (including letters of credit and commitments to make loans
or extend credit) by, Loyola and its Subsidiaries. Loyola has disclosed to
Crestar in writing prior to the date hereof the aggregate amounts as of a recent
date of all loans, losses, advances, credit enhancements, other extensions of
credit, commitments and interest-bearing assets of Loyola and its Subsidiaries
that have been classified by any bank examiner (whether regulatory or internal)
as "Other Loans Specially Mentioned," "Special Mention," "Substandard,"
"Doubtful," "Loss," "Classified," "Criticized," "Credit Risk Assets," "Concerned
Loans" or words of similar import, and Loyola shall promptly on a periodic basis
inform Crestar of any such classification arrived at any time after the date
hereof. The real property classified by Loyola and each of its Subsidiaries as
other real estate owned ("OREO") included in non-performing assets is carried
net of reserves at the lower of cost or market value based on independent
appraisals.
(b) The allowance for credit losses included in the consolidated
financial statements of Crestar included in Crestar's December 31, 1994 Form 10-
K was determined in accordance with GAAP to be adequate to provide for losses
relating to or inherent in the loan and lease portfolios of, and other
extensions of credit (including letters of credit and commitments to make loans
or extend credit) by, Crestar and its Subsidiaries. The OREO included in
nonperforming assets is carried net of reserves at the lower of cost or market
value based on independent appraisals.
2.26. BUSINESS COMBINATION STATUTE, ETC.
Loyola has taken all action necessary to exempt transactions with Crestar
and its affiliates from the operation of the Maryland "business combination"
statute at Sections 3-601 ET SEQ. of the MGCL and the Maryland "control share"
statute at Sections 3-701 ET SEQ. of the MGCL.
2.27. NO DISSENTERS' RIGHTS.
Stockholders of Loyola who vote against the Merger will not have
dissenters' rights to receive cash for their shares under Sections 3-201 ET SEQ.
of the MGCL.
2.28. LOAN SERVICING RIGHTS.
The Loan Servicing Rights (as defined in Section 8.1) relating to the
Serviced Mortgaged Loans (as defined in Section 8.1) described on Schedule 2.28
are valid and binding rights and obligations of Loyola or its Subsidiaries, as
the case may be and, to the knowledge of Loyola, all of the other parties
thereto, are in full force and effect and are enforceable in accordance with
their terms, except as may be limited by matters relating to bankruptcy and
insolvency. Except as set forth on Schedule 2.28, to the knowledge of Loyola,
there is no default or claim of default by any party under, or any third party
having an interest in, any such servicing agreement, and
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there is no pending or, to the knowledge of Loyola, threatened cancellation of
any servicing agreement relating to any Serviced Mortgage Loan referred to on
Schedule 2.28.
ARTICLE 3
CONDITIONS TO EFFECTIVENESS
This Agreement shall be effective upon execution by each of the parties
hereto and satisfaction of the following conditions:
3.1. STOCK OPTION AGREEMENT.
Crestar and Loyola shall each have executed and delivered the Stock Option
Agreement in the form of Schedule 3.1.
3.2. AFFILIATE AGREEMENTS.
(a) Loyola has identified to Crestar on Schedule 3.2 hereof all
persons who were, as of the date hereof, directors or executive officers of
Loyola or any Subsidiary representing 25% or more of the consolidated assets of
Loyola (the "Affiliates").
(b) Loyola has delivered a written letter agreement of Affiliates in
form and substance satisfactory to each of Loyola and Crestar from each person
who is identified as a possible Affiliate pursuant to clause (a) above. The
written letter agreements provide that each signatory thereto acknowledges and
agrees to support and vote the shares of Loyola Common Stock beneficially owned
by them to ratify and confirm this Agreement and the Merger. Such letter
agreements also provide that each signatory thereto acknowledges and agrees,
beginning 30 days prior to the Effective Date, that he will not sell, pledge,
transfer or otherwise dispose of shares of Loyola Common Stock or Crestar
capital stock except in compliance with applicable provisions of the Securities
Act and the rules and regulations thereunder and until such time as financial
results covering at least 30 days of combined operations of Crestar and Loyola
have been published within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies. If the Merger will qualify for
pooling-of-interests accounting treatment, shares of Crestar Common Stock issued
to Affiliates in exchange for shares of Loyola Common Stock shall not be
transferable until such time as financial results covering at least 30 days of
combined operations of Crestar and Loyola have been published within the meaning
of Section 201.01 of the SEC's Codification of Financial Reporting Policies,
regardless of whether each such Affiliate has provided the written letter
agreement referred to in this Section 3.2(b) (and Crestar shall be entitled to
place restrictive legends upon certificates for shares of Crestar Common Stock
issued to Affiliates pursuant to this Agreement to enforce the provisions of
this Section 3.2(b)).
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ARTICLE 4
COVENANTS PRIOR TO CLOSING
4.1. ACCESS TO INFORMATION; NOTICE OF CHANGES; CONFIDENTIALITY.
(a) During the period commencing on the date hereof and ending on the
Closing Date, each of the parties shall (and shall cause each of its
Subsidiaries to) upon reasonable notice, afford the other parties, and their
respective counsel, accountants, officers and employees and other authorized
representatives, reasonable access during normal business hours to the
properties, books, personnel, records, tax returns, work papers of independent
auditors of such party and its Subsidiaries in order that they may have the
opportunity to make such investigations as they shall desire of the affairs of
such party and its Subsidiaries; such investigation shall not, however, affect
or be deemed to modify the representations and warranties made by such party in
this Agreement.
(b) During the period commencing on the date hereof and ending on the
Closing Date, each party shall promptly notify the other parties hereto in
writing of any and all occurrences which, if they had occurred prior to
execution of this Agreement, would have caused the representations and
warranties of such party contained in Article 2 and the Schedules delivered in
conjunction therewith to be incorrect in any Material respect.
(c) Crestar acknowledges that information received by it concerning
Loyola and its Subsidiaries and their operations is subject to the
Confidentiality Agreement dated February 22, 1995 between Crestar and Loyola.
Without limiting the foregoing, each party will not, and will cause its
representatives not to, use any information obtained pursuant to this Section
4.1 for any purpose unrelated to the consummation of the transactions
contemplated by this Agreement. Subject to the requirements of law, each party
will keep confidential, and will cause its representatives to keep confidential,
all information and documents obtained pursuant to this Section 4.1 unless such
information (i) was already known to such party, (ii) becomes available to such
party from other sources not known by such party to be bound by a
confidentiality obligation, (iii) is disclosed with the prior written approval
of the party to which such information pertains, or (iv) is or becomes readily
ascertainable from published information or trade sources. In the event that
this Agreement is terminated or the transactions contemplated by this Agreement
shall otherwise fail to be consummated, each party shall promptly cause all
copies of documents or extracts thereof containing information and data as to
another party hereto to be returned to the party which furnished the same.
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4.2. CONDUCT OF THE BUSINESS OF LOYOLA PENDING THE CLOSING DATE.
Loyola agrees that, except as expressly permitted by this Agreement or
otherwise consented to or approved in writing by Crestar, during the period from
the date hereof to the Effective Time:
(a) Loyola will and will cause each of its Subsidiaries to conduct
their respective operations only in the ordinary course of business consistent
with past practice (subject, in any event, to the provisions of paragraph (c)
below) and will use its best efforts to preserve intact their respective
business organizations, keep available the services of their officers and
employees and maintain satisfactory relationships with licensors, suppliers,
distributors, customers, clients and others having business relationships with
them.
(b) Loyola shall not, and shall not permit any of its Subsidiaries to,
take any action, engage in any transactions or enter into any agreement which
would adversely affect or delay in any Material respect the ability of Crestar
or Loyola to obtain any necessary approvals, consents or waivers of any
Governmental Entity or third party required for the transactions contemplated
hereby or to perform its covenants and agreements on a timely basis under this
Agreement.
(c) Loyola will not and will not permit any of its Subsidiaries to:
(i) other than in the ordinary course of business consistent
with past practice, incur any indebtedness for borrowed money, assume,
guarantee, endorse or otherwise as an accommodation become responsible
for the obligations of any other Person, or make any loan or advance;
(ii) adjust, split, combine or reclassify any capital stock;
make, declare or pay any dividend on Loyola Common Stock other than
the regular quarterly cash dividend not exceeding $0.12 per share of
Loyola Common Stock; provided that for dividends paid after September
30, 1995, the record date for each Loyola dividend shall be the same
as Crestar's record date for its dividend for the same quarter in
which the Loyola dividend is paid with the result that with respect to
their shares of Loyola Common Stock the stockholders of Loyola will be
entitled to receive either a Loyola or Crestar regular dividend for
each fiscal quarter prior to the Effective Time; or make any other
distribution on, or directly or indirectly redeem, purchase or
otherwise acquire, any shares of its capital stock or any securities
or obligations convertible into or exchangeable for any shares of its
capital stock, or grant any stock appreciation rights, or convert any
options into stock appreciation rights, or grant any Person any right
to acquire any shares of its capital stock, except for dividends paid
by any of the wholly-owned Subsidiaries of Loyola to Loyola or any of
its wholly-owned Subsidiaries; or issue any additional shares of
capital stock except pursuant to the exercise of stock options
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outstanding as of the date hereof which were granted under Loyola's
1986 Stock Option Plan, as amended;
(iii) sell, transfer, mortgage, encumber or otherwise dispose of
any of its Material properties or assets to any Person other than a
direct or indirect wholly-owned Subsidiary of Loyola, or cancel,
release or assign any Material indebtedness of any Person or any
claims held by any Person, except pursuant to contracts or agreements
in force at the date of this Agreement;
(iv) other than portfolio investments in the ordinary course of
business consistent with past practice, make any Material investment
either by purchase of stock or securities, contributions to capital,
property transfers, or purchase of any property or assets of any other
Person other than a wholly-owned Subsidiary of Loyola;
(v) enter into or terminate any Material contract or agreement,
or make any change in any of its Material leases or contracts, other
than renewals of contracts and leases without Material adverse changes
of terms;
(vi) except as permitted under the current year's budget,
increase in any manner the compensation or fringe benefits of its
"employees" (which term for purposes of this paragraph (vi) includes
employees, former employees, directors and former directors) or pay
any pension or retirement allowance not required by any existing plan
or agreement to any such employees, or become a party to, amend,
modify or commit itself to any pension, retirement, profit-sharing or
welfare benefit plan or agreement or employment agreement with or for
the benefit of any employee (except it may continue supplemental
retirement benefits to former employees listed on Schedule 4.2), or
(except as required by law, by Bank Regulators or by Section 6.3)
adopt, amend or modify any bonus (except that it may compute 1995
benefits under its incentive bonus program without regard to expenses
incurred in connection with the transactions contemplated under this
Agreement or to actions taken at the request of Crestar under Section
4.13 and that it may pay its 1995 incentive bonus if the Merger occurs
in 1995 and the other conditions to payment are met), profit sharing,
compensation, severance, termination, stock option, pension,
retirement, deferred compensation, employment or other employee
benefit agreements, trusts, plans, funds, employee stock ownership,
consulting, severance or fringe benefit plan, formal, informal,
written or oral, or other arrangements for the benefit or welfare of
any employee or voluntarily accelerate the vesting of any stock
options or other stock-based compensation, provided that extensions of
employment agreements in existence on the date hereof and listed on
Schedule 6.3 pursuant to the terms thereof shall be deemed to be made
in the ordinary course of business consistent with past practice
except that it may take any such action as provided in Section 6.3;
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(vii) modify in any Material respect the manner in which it and
its Subsidiaries have heretofore conducted or accounted for their
business;
(viii) except as contemplated by this Agreement, amend its Articles
of Incorporation or its By-Laws;
(ix) agree to, or make any commitment to, take any of the actions
prohibited by this Section 4.2;
(x) except if as a result of death, disability or other
inability to serve, elect or appoint any new director or officer of
Loyola or any of its Subsidiaries, provided that the appointment of an
officer to another office of Loyola or any of its Subsidiaries shall
not be deemed to be the appointment of a new officer; or
(xi) acquire an insurance policy or enter into any new agreement,
amendment or endorsement or make any changes relating to insurance
coverage, including coverage for its directors and officers, which
would result in an additional premium payment obligation of $50,000 or
more.
4.3. CONDUCT OF THE BUSINESS OF CRESTAR PENDING THE CLOSING DATE.
Crestar agrees that, except as expressly permitted by this Agreement or
otherwise consented to or approved in writing by Loyola, during the period from
the date hereof to the Effective Time:
(a) Crestar will and will cause each of its Subsidiaries to conduct
their respective operations only in the ordinary course of business consistent
with past practice and will use its best efforts to preserve intact their
respective business organizations, keep available the services of their officers
and employees and maintain satisfactory relationships with licensors, suppliers,
distributors, customers, clients and others having business relationships with
them.
(b) Crestar shall not, and shall not permit any of its Subsidiaries
to, take any action, engage in any transactions or enter into any agreement
which would adversely affect or delay in any Material respect the ability of
Crestar or Loyola to obtain any necessary approvals, consents or waivers of any
Governmental Entity required for the transactions contemplated hereby or to
perform its covenants and agreements on a timely basis under this Agreement.
4.4. NO SOLICITATION OF OTHER OFFERS.
Loyola agrees that neither it nor any of its Subsidiaries nor any of their
respective officers, directors and employees shall, and Loyola shall direct and
use its best efforts to cause its
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agents and representatives (including, without limitation, any investment
banker, attorney or accountant retained by it or any of its Subsidiaries) not
to, directly or indirectly, take any action to solicit or initiate any inquiries
or the making of any offer or proposal (including without limitation any
proposal to stockholders of Loyola) with respect to a merger, consolidation,
business combination, liquidation, reorganization, sale or other disposition of
any significant portion of assets, sale of shares of capital stock, or similar
transactions involving Loyola or any Subsidiary of Loyola (any such inquiry,
offer or proposal, an "Acquisition Proposal"), or, except as may be legally
required for the discharge by the board of directors of its fiduciary duties,
engage in any negotiations concerning, or provide any confidential information
or data to, or have any discussions with, any person relating to an Acquisition
Proposal. As of the time hereof, Loyola is not engaged in any negotiations or
discussions relating to an Acquisition Proposal. Loyola shall promptly notify
Crestar orally and in writing of any Acquisition Proposal or any inquiries with
respect thereto, such written notification to include the identity of the Person
making such inquiry or Acquisition Proposal and such other information with
respect thereto as is reasonably necessary to apprise Crestar of the Material
terms of such Acquisition Proposal. Loyola shall give Crestar contemporaneous
written notice upon engaging in discussions or negotiations with, or providing
any information regarding Loyola to, any such person regarding an Acquisition
Proposal.
4.5. CERTAIN FILINGS, CONSENTS AND ARRANGEMENTS.
Crestar and Loyola shall (a) as soon as practicable make any filings and
applications required to be filed in order to obtain all approvals, consents and
waivers of Governmental Entities necessary or appropriate for the consummation
of the transactions contemplated hereby (including without limitation all
applications for required approvals as set forth in Section 5.1(c)), (b)
cooperate with one another (i) in promptly determining what filings are required
to be made and what approvals, consents or waivers are required to be obtained
under any relevant federal, state or foreign law or regulation, and (ii) in
promptly making any such filings, furnishing information required in connection
therewith and seeking timely to obtain any such approvals, consents or waivers,
and (c) deliver to the other copies of the publicly available portions of all
such filings and applications promptly after they are filed.
4.6. BEST EFFORTS.
Crestar and Loyola each will (i) use its best efforts to take all action
necessary to render accurate as of the Closing Date the representations and
warranties of it contained herein, and (ii) use its best efforts to perform or
cause to be satisfied each covenant or condition to be performed or satisfied by
it as contemplated by this Agreement.
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4.7. PUBLICITY.
The initial press release announcing this Agreement shall be a joint press
release and thereafter Loyola and Crestar shall consult with each other in
issuing any press releases or otherwise making public statements with respect to
the transactions contemplated hereby and in making any filings with any
Governmental Entity or with any national securities exchange with respect
thereto.
4.8. PROXY; REGISTRATION STATEMENT.
As soon as practicable after the date hereof, Crestar and Loyola shall
cooperate with each other to prepare the Proxy Statement, file it with the SEC,
respond to comments of the Staff of the SEC, clear the Proxy Statement with the
Staff of the SEC and thereafter and after the effectiveness of the Registration
Statement mail the Proxy Statement to all holders of record (as of the
applicable record date) of shares of Loyola Common Stock. Crestar shall
promptly prepare the Registration Statement and file it with the SEC and shall
use all reasonable efforts to have the Registration Statement declared effective
by the SEC as promptly as practicable and to maintain the effectiveness of such
Registration Statement. Crestar shall also take any action required to be taken
under state securities or "Blue Sky" laws in connection with the issuance of
Crestar Common Stock pursuant to the Merger and Loyola shall furnish Crestar all
information concerning Loyola and the holders of its capital stock and shall
take any action as Crestar may reasonably request in connection with any such
action.
4.9. STOCKHOLDERS' MEETING.
Loyola shall take all action necessary, in accordance with applicable law
and its Charter and By-Laws, to convene a meeting of the holders of Loyola
Common Stock (the "Loyola Meeting") as promptly as practicable for the purpose
of considering and taking action required by this Agreement. Except to the
extent legally required for the discharge by the board of directors of its
fiduciary duties, the board of directors of Loyola shall recommend that the
holders of Loyola Common Stock vote in favor of and approve the Merger at the
Loyola Meeting.
4.10. CRESTAR.
Crestar shall take all steps necessary such that Crestar shall exist at the
Closing Date as a Virginia corporation, into which Loyola may merge under
applicable law; and prior to the Closing Date take all corporate action to
approve of and authorize the consummation of the Merger and the other
transactions contemplated by this Agreement.
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4.11. ADDITIONAL AGREEMENTS.
Subject to the terms and conditions herein provided, each of the parties
hereto agrees to use all reasonable efforts to take promptly, or cause to be
taken promptly, all actions and to do promptly, or cause to be done promptly,
all things necessary, proper or advisable under applicable laws and regulations
to consummate and make effective the transactions contemplated by this Agreement
as promptly as practicable, including using efforts to obtain all necessary
actions or non-actions, extensions, waivers, consents and approvals from all
applicable Governmental Entities and third parties, effecting all necessary
registrations, applications and filings (including, without limitation, filings
under any applicable state securities or "Blue Sky" laws) and obtaining any
required contractual consents and regulatory approvals.
4.12. LISTING.
Crestar shall use its best efforts to list on the New York Stock Exchange
upon official notice of issuance Crestar Common Stock to be issued in the
Merger.
4.13. MERGER.
(a) Loyola shall, and shall cause its officers, directors and
employees to, cooperate with and assist Crestar in the formulation of a plan or
plans of integration for the Merger of Loyola into Crestar. Customer
notification and direct contact by Crestar with customers of Loyola will
commence 30 days prior to the Closing Date.
(b) Notwithstanding that to the knowledge of Loyola it has established
all reserves and taken all provisions for possible loan losses required by GAAP
and applicable laws, rules and regulations, Loyola recognizes that Crestar has
adopted different loan, accrual and reserve policies (including loan
classifications and levels of reserves for possible loan losses). To formulate
the plan or plans of integration for the Merger, Loyola and Crestar shall
consult and cooperate with each other with respect to (i) conforming, as
specified in a written notice from Crestar to Loyola, based upon such
consultation, Loyola's loan, accrual and reserve policies to those policies of
Crestar to the extent appropriate, (ii) new extensions of credit or Material
revisions to existing terms of credits by Loyola in each case where the
aggregate exposure exceeds $1 million, and (iii) conforming, as specified in a
written notice from Crestar to Loyola, based upon such consultation, the
composition of the investment portfolio and overall asset/liability management
position of Loyola to the extent appropriate and reasonable.
(c) To formulate the plan or plans of integration for the Merger,
Loyola and Crestar shall consult and cooperate with each other with respect to
determining, as specified in a written notice from Crestar to Loyola, based upon
such consultation, appropriate accruals, reserves and charges to establish and
take in respect of excess facilities and equipment capacity, severance and other
benefit costs, litigation matters, write-off or write-down of various assets and
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other appropriate accounting adjustments taking into account Crestar's plan
or plans of integration and the Merger.
(d) Loyola and Crestar shall consult and cooperate with each other
with respect to determining, as specified in a written notice from Crestar to
Loyola, based upon such consultation, the amount and the timing for recognizing
for financial accounting purposes the expense of the Merger and the
restructuring charges related to or to be incurred in connection with the
Merger.
(e) At the request of Crestar, Loyola shall, prior to the Effective
Time, use its best efforts to establish and take such reserves and accruals as
Crestar shall request to conform, on a mutually satisfactory basis, Loyola's
loan, accrual and reserve policies to Crestar's policies, shall establish and
take such accruals, reserves and charges in order to implement such policies in
respect of excess facilities and equipment capacity, severance and other benefit
costs, litigation matters, write-off or write-down of various assets and other
appropriate accounting adjustments, and to recognize for financial accounting
purposes such expenses of the Merger and restructuring charges related to or to
be incurred in connection with the Merger, including the expense for any tax
liabilities with respect to the anticipated recapture of the bad debt reserves
established by Loyola or any of its Subsidiaries for federal income tax purposes
(and state income tax purposes, if applicable) to the extent not otherwise
recorded; provided, however, that (i) Loyola shall not be obligated to take any
such action pursuant to this paragraph (e) unless and until Crestar specifies
its request in a writing delivered by Crestar to Loyola, and acknowledges that
all conditions to its obligations to consummate the Merger set forth in Sections
5.1 and 5.2 have been satisfied or waived (if waivable) by Crestar, (ii) Loyola
acknowledges that the conditions to its obligation to consummate the Merger set
forth in Sections 5.1 and 5.3 have been satisfied or waived (if waivable) by
Loyola, (iii) Loyola shall not be required to take any such action that impairs
its regulatory capital below regulatory guidelines, that is inconsistent with
any formal or informal undertaking by Loyola to any Bank Regulator that has been
disclosed in writing to Crestar prior to the date hereof or is inconsistent with
any bank regulatory requirement applicable to Loyola, and (iv) Loyola shall not
be required to take any such action that is not consistent with GAAP. Loyola's
representations, warranties and covenants contained in this Agreement shall not
be deemed to be untrue or breached in any respect for any purpose as a
consequence of any action undertaken on account of this Section 4.13.
(f) Loyola shall give notice of an intent to terminate the data
processing agreement of Loyola on the date hereof, and Loyola and Crestar shall
consult and cooperate with each other with respect to termination of the data
processing agreement of Loyola, the renewals of Material contracts and leases of
Loyola and employee benefit matters.
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4.14. BRANCH CLOSING LAW.
Crestar expects to close and relocate the business of certain Loyola
branches in connection with the Merger. If any of these closings/relocations do
not constitute "relocations" as that term is defined in the Joint Policy
Statement of September 2, 1993 Concerning Branch Closings issued by the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"), the
Office of the Comptroller of the Currency and the Federal Deposit Insurance
Corporation, and instead are considered branch closings for purposes of Section
42 of the Federal Deposit Insurance Act and after receipt of all required
approvals of the Merger from Bank Regulators, Loyola will take all necessary
action under Section 42 and the regulations promulgated thereunder by notifying
customers and otherwise complying with the branch closing law and regulations.
ARTICLE 5
CONDITIONS PRECEDENT TO MERGER
5.1. CONDITIONS PRECEDENT TO OBLIGATIONS OF ALL PARTIES.
The respective obligations of Crestar and Loyola to effect the Merger are
subject to the satisfaction or waiver (subject to applicable law) at or prior to
the Effective Time of each of the following conditions:
(a) LOYOLA STOCKHOLDER APPROVAL. This Agreement and the transactions
contemplated hereby shall have been approved by the requisite vote of the
stockholders of Loyola in accordance with applicable law.
(b) CRESTAR EXISTENCE. Crestar shall validly exist as a Virginia
corporation in good standing under the laws of the Commonwealth of Virginia.
(c) REGULATORY APPROVAL. Crestar shall have procured the required
approval, consent, waiver or other administrative action with respect to this
Agreement and the transactions contemplated hereby (i) by the Office of Thrift
Supervision under the Savings and Loan Holding Company Act, (ii) by the State
Corporation Commission of Virginia, and (iii) by the Federal Reserve Board and
under the Bank Holding Company Act of 1956, and all applicable statutory waiting
periods shall have expired; and the parties shall have procured all other
regulatory approvals, consents, waiver or administrative actions of Governmental
Entities or other Person that are necessary or appropriate to the consummation
of the transactions contemplated by this Agreement; provided, however, that no
approval, consent, waiver or administrative action referred to in this Section
5.1(c) shall be deemed to have been received if it shall include any condition
or requirement that would (i) result in a Material Adverse Effect on Crestar or
Loyola or (ii) so Materially and adversely affect the economic or business
benefits of the Merger that
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Crestar, in the sole judgment of Crestar, would not have entered into this
Agreement had such conditions or requirements been known at the date hereof;
(d) OTHER LEGAL REQUIREMENTS. All other requirements prescribed by
law which are necessary to the consummation of the transactions contemplated by
this Agreement shall have been satisfied.
(e) INJUNCTION; LEGAL PROCEEDINGS. No preliminary or permanent
injunction or other order shall have been issued by any court or by any
Governmental Entity which prohibits the consummation of the Merger and the
transactions contemplated by this Agreement and which is in effect at the
Effective Time; and no litigation or proceeding shall be pending against Crestar
or Loyola or any of their Subsidiaries brought by any Governmental Entity
seeking to prevent consummation of the transactions contemplated hereby.
(f) STATUTES. No statute, rule, regulation, executive order, decree
or order of any kind shall have been enacted, entered, promulgated or enforced
by any court or Governmental Entity which prohibits the consummation of the
Merger.
(g) REGISTRATION STATEMENT. The Registration Statement shall have
become effective and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been initiated or threatened by the SEC.
(h) TAX OPINION. Crestar and Loyola each shall have received the
opinion of Piper & Marbury L.L.P., counsel to Loyola, and the opinion of Hunton
& Williams, counsel to Crestar, each dated as of the Effective Date,
substantially to the effect that, on the basis of facts, representations and
assumptions set forth in such opinion which are consistent with the state of
facts existing at the Effective Time, the Merger will be treated as a
reorganization within the meaning of Section 368(a)(1)(A) of the Code and that,
accordingly, for federal income tax purposes: (i) no gain or loss will be
recognized by Crestar or Loyola as a result of the Merger; (ii) no gain or loss
will be recognized by the stockholders of Loyola on the exchange of their shares
of Loyola Common Stock for shares of Crestar Common Stock (including any
fractional share interest) pursuant to the Merger; (iii) the tax basis of the
shares of Crestar Common Stock (including any fractional share interest)
received in the Merger will be the same as the tax basis of the shares of Loyola
Common Stock surrendered in exchange therefor ; (iv) the holding period of the
shares of Crestar Common Stock (including any fractional share interest)
received in the Merger will include the period during which the shares of Loyola
Common Stock surrendered in exchange therefor were held, provided such shares of
Loyola Common Stock were held as capital assets at the Effective Time; and (v)
the receipt of cash in lieu of a fractional share of Crestar Common Stock will
be treated as full payment in exchange for such fractional share pursuant to
Section 302(a) of the Code, as if such fractional share had been issued and then
redeemed for the cash. In addition, if requested by Crestar, such opinions
shall further opine substantially to the effect that, if Loyola Federal Savings
Bank ("Loyola FSB") is to be merged into Crestar Bank
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MD or its successor after the Merger, such subsequent merger will be treated as
a reorganization within the meaning of Section 368(a)(1)(A) of the Code and
that, accordingly, for federal income tax purposes no gain or loss will be
recognized by Crestar, Crestar Bank MD, or Loyola FSB as a result of such
subsequent merger (but amounts may be required to be included in income as a
result of the termination of any bad-debt reserve maintained by Loyola FSB for
federal income tax purposes and other possible required changes in tax
accounting methods). In rendering their opinions, such counsel may rely upon
representations contained in certificates of officers of Crestar, Loyola and
others. Crestar and Loyola shall cooperate with each other and with such
counsel, and shall provide such certificates as may be reasonably requested by
such counsel, to obtain such opinions.
5.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF CRESTAR.
The obligations of Crestar to effect the Merger are also subject to the
satisfaction or waiver, at or prior to the Effective Time, of each of the
following conditions:
(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties of Loyola contained herein shall be true and correct in all
Material respects as of the date hereof and at and as of the Closing Date, with
the same force and effect as though made on and as of the Closing Date.
(b) LOYOLA'S PERFORMANCE. Loyola shall have performed in all Material
respects all obligations and agreements, and complied in all Material respects
with all covenants and conditions, contained in this Agreement to be performed
or complied with by it prior to the Closing Date, as set forth in Article 4 and
elsewhere herein.
(c) OFFICERS' CERTIFICATE. Crestar shall have received a certificate
signed by the Chief Executive Officer and the Chief Financial Officer of Loyola,
dated the Closing Date, certifying as to the matters set forth in subparagraphs
5.2(a) and (b).
(d) OPINION OF COUNSEL. Crestar shall have received an opinion in
form and substance satisfactory to Crestar dated the Closing Date, of Piper &
Marbury L.L.P. covering the matters set forth in Sections 2.2, 2.5, 2.7 and 2.8,
subject to reasonable and customary exceptions and qualifications.
(e) STATE SECURITIES OR "BLUE SKY" LAWS. Crestar shall have received
permits and other authorizations necessary under all state securities or "Blue
Sky" laws to consummate the transactions contemplated hereby.
(f) ACCOUNTING TREATMENT. Crestar shall have received a letter in
form and substance satisfactory to Crestar dated the Effective Date from KPMG
Peat Marwick LLP to the effect that the Merger can be accounted for as a
pooling-of-interests.
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5.3. CONDITIONS PRECEDENT TO OBLIGATIONS OF LOYOLA.
The obligations of Loyola to effect the Merger are also subject to the
satisfaction or waiver, at or prior to the Effective Time, of each of the
following conditions:
(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties of Crestar contained herein shall be true and correct in all
Material respects as of the date hereof and at and as of the Closing Date, with
the same force and effect as though made on and as of the Closing Date.
(b) CRESTAR'S PERFORMANCE. Crestar shall have performed in all
Material respects all obligations and agreements, and complied in all Material
respects with all covenants and conditions, contained in this Agreement to be
performed or complied with by it prior to the Closing Date, as set forth in
Article 4 and elsewhere herein.
(c) OFFICER'S CERTIFICATE. Loyola shall have received a certificate
signed by the Chief Executive Officer and the Chief Financial Officer of
Crestar, dated the Closing Date, certifying as to the matters set forth in
subparagraphs 5.3(a) and (b).
(d) OPINION OF COUNSEL. Loyola shall have received an opinion in form
and substance satisfactory to Loyola, dated the Closing Date, of Hunton &
Williams covering the matters set forth in Section 2.1, 2.5, 2.7 and 2.8,
subject to reasonable and customary exceptions and qualifications.
(e) STOCK LISTING. Crestar Common Stock to be issued in the Merger
has been approved for listing on the New York Stock Exchange, subject to
official notice of issuance.
ARTICLE 6
COVENANTS
6.1. TAX-FREE REORGANIZATION TREATMENT.
Neither Crestar nor Loyola shall take or cause to be taken any action,
whether before or after the Effective Time, which would disqualify the Merger as
a "reorganization" within the meaning of Section 368(a)(1)(A) of the Code.
6.2. EMPLOYEE MATTERS.
(a) Crestar intends to establish a Baltimore region with a separate
management team and an advisory board of directors.
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(b) Crestar will interview current senior management employees of
Loyola and its Subsidiaries for available positions in the Baltimore region.
Crestar will undertake to use its best efforts to continue employment of all
branch personnel of Loyola and its Subsidiaries who meet Crestar's employment
qualification requirements, either at existing offices of Loyola and its
Subsidiaries or at offices of Crestar or its Subsidiaries, in each case, within
reasonable commuting distance. Non-branch personnel of Loyola and its
Subsidiaries not offered employment will be interviewed prior to the Effective
Time of the Merger for open positions within offices of Crestar or its
Subsidiaries. During the pendency of the Merger, but in no instance later than
two months prior to the Effective Date, Crestar and its Subsidiaries will invoke
a hiring freeze in the Baltimore-Washington Metropolitan Area (excluding
employees of any financial institution in such areas acquired by Crestar prior
to the Effective Time) with a view towards filling vacant positions with
employees of Loyola and its Subsidiaries not previously offered employment by
Crestar or its Subsidiaries. Notwithstanding the hiring freeze, Crestar
reserves the right to fill jobs which it characterizes as "immediately must
fill" with persons other than employees of Loyola or its Subsidiaries.
(c) Employees of Loyola as of the Effective Time who are not offered
comparable employment by Crestar or its Subsidiaries (the acceptance of a
position with Crestar or one of its banking Subsidiaries shall establish that
such position is comparable), other than those who are covered by employment
agreements or individual severance arrangements (who are terminated and paid in
accordance with such respective employment agreements or individual severance
arrangements), will be paid severance pay equal to one week's base pay for each
year of service with Loyola up to a maximum of 20 years service and two weeks'
base pay for each year of service with Loyola in excess of 20 years service.
Employees of Loyola as of the Effective Time who are not offered comparable
employment by Crestar or its Subsidiaries, will be offered outplacement
counseling.
6.3. EMPLOYEE BENEFITS.
(a) As of the Effective Time, Crestar hereby unconditionally agrees
to, and agrees to cause each of its Subsidiaries with respect to which such
Subsidiary is an employer of a Contract Employee (as defined below) to, honor,
without modification (except in accordance with the terms of such contract,
agreement or commitment), offset or counterclaim (except with the consent of the
Contract Employee), all contracts, agreements and commitments of Loyola or any
of its Subsidiaries authorized by Loyola or any of its Subsidiaries prior to the
date of this Agreement which apply to any current or former employee or current
or former director of Loyola or any of its Subsidiaries, all of which contracts,
agreements and commitments to or with employees are listed on Schedule 6.3,
which have been entered into or authorized prior to the date hereof (the
"Contract Employees"), supplemental retirement benefits listed on Schedule
6.3(c), and the Supplemental Executive Retirement Plan. In accordance with the
terms of such contracts, agreements and commitments, Crestar hereby assumes,
subject to the consummation of the Merger, all of Loyola's and its Subsidiaries'
obligations under such contracts, agreements and
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commitments. With respect to each Contract Employee, Crestar expressly agrees
that in the event of any dispute under such employee's contract or under the
terms of this Section 6.3, Crestar shall pay all reasonable fees and
disbursements of such employee's counsel in connection with all matters as to
which such employee is the prevailing party.
(b) All employees of Loyola or its Subsidiaries immediately prior to
the Effective Time of the Merger who are employed by Crestar or its Subsidiaries
immediately following the Effective Time ("Transferred Employees") will be
covered by Crestar's employee benefit plans as to which they are eligible based
on their length of service with Loyola, compensation, job classification,
position and, where variations are required by local circumstances, location,
including, where applicable, any incentive compensation plan. Notwithstanding
the foregoing, Crestar may determine to continue any of the Benefit Plans for
Transferred Employees in lieu of offering participation in Crestar's benefit
plans providing similar benefits (e.g., medical and hospitalization benefits),
to terminate any such Benefit Plans, or to merge any such Benefit Plans with
Crestar's benefit plans. Except as prohibited by law, Transferred Employees'
service with Loyola and its Subsidiaries which is recognized by the applicable
Benefit Plan at the Effective Time shall be recognized as service with Crestar
for purposes of eligibility to participate (including level of participation but
not for purposes of benefit accrual) and vesting, if applicable, under the
corresponding Crestar benefit plan, if any, subject to applicable break-in-
service rules, provided, however, that such service with Loyola and its
Subsidiaries shall not be recognized for purposes of determining a Transferred
Employee's eligibility for retiree medical and life insurance benefits under
Crestar's benefit plans unless such Transferred Employee completes twelve months
of continuous service with Crestar or its Subsidiaries immediately following the
Effective Time and provided further that retiree medical shall be available only
under Crestar's defined dollar retiree health plan.
(c) Crestar agrees that any preexisting condition, limitation or
exclusion in its health plans shall not apply to Transferred Employees or their
covered dependents who are covered under a medical or hospitalization indemnity
plan maintained by Loyola or its Subsidiaries at the Effective Time and who then
change that coverage to Crestar's medical or hospitalization indemnity health
plan at the time such Transferred Employees are first given the option to enroll
in Crestar's health plans.
(d) Crestar agrees that immediately following the Effective Time, all
participants who then have accounts in the 401(k) profit sharing plan maintained
by Loyola (the "401(k) Plan") shall be fully vested in their account balances.
Crestar, at its election, may continue the 401(k) Plan for the benefit of
Transferred Employees (as such plan may be amended as of the Effective Time to
provide current contributions and eligibility provisions identical to those
under Crestar's Employees' Thrift and Profit Sharing Plan (the "Thrift Plan")),
may merge the 401(k) Plan into the Thrift Plan or any other defined contribution
plan maintained by Crestar, may cease additional benefit accruals under and
contributions to the 401(k) Plan and continue to hold the assets of such Plan
until they are distributable in accordance with its terms or may
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terminate the 401(k) Plan as permitted under applicable provisions of the Code.
In the event of a merger of the 401(k) Plan into the Thrift Plan or other
defined contribution plan maintained by Crestar or other transfers of a
Transferred Employee to the Thrift Plan or other defined contribution plan, the
Thrift Plan or other defined contribution plan will recognize for purposes of
eligibility to participate, early retirement, and vesting, all Transferred
Employees' service which is recognized under the 401(k) Plan, subject to
applicable break-in-service rules. Loyola and its Subsidiaries agree to
cooperate with Crestar in implementing any decision under this subsection (d)
with respect to the 401(k) Plan.
(e) The Retirement Plan for Employees of Crestar Financial Corporation
and Affiliated Corporations (the "Crestar Retirement Plan") will recognize for
purposes of eligibility to participate, vesting, and eligibility for early
retirement (including early retirement under the "rule of 85"), but not for
benefit accrual purposes, all Transferred Employees' service which is recognized
under the Pension Plan of Loyola Federal Savings Bank (the "Loyola Pension
Plan"), subject to applicable break-in-service rules. Crestar, at its option,
may continue the Loyola Pension Plan and pay out or annuitize benefits, or may
merge the Loyola Pension Plan into the Crestar Retirement Plan. If the Loyola
Pension Plan is terminated, or if accruals are suspended or the Loyola Pension
Plan is merged into the Crestar Retirement Plan, or in the event of other
transfers of a Transferred Employee to the Crestar Retirement Plan, each
Transferred Employee who becomes a participant in the Crestar Retirement Plan
shall begin to accrue benefits under the Crestar Retirement Plan on and after
the date of such merger, suspension, termination or transfer in accordance with
the terms of the Crestar Retirement Plan.
(f) Loyola shall amend the vacation plan or policy applicable to
employees of Loyola and its Subsidiaries, effective no later than January 1,
1996, to provide identical benefits and accrual of vacation in accordance with
Crestar's vacation policy. Effective no later than January 1, 1996, Loyola
shall amend the cafeteria plan covering employees of Loyola and its Subsidiaries
to (i) eliminate the payment of cash or other compensation or benefits to an
employee who waives medical, dental or vision benefits and (ii) eliminate any
provision allowing the surrender or cancellation of vacation in lieu of
additional cash or other compensation or benefits. Loyola shall not adopt, or
amend the cafeteria plan covering employees of Loyola or its Subsidiaries to
provide, health care flexible spending accounts.
6.4. INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE.
(a) From and after the Effective Time, Crestar agrees to indemnify and
hold harmless each present and former director and officer of Loyola or its
Subsidiaries (the "Indemnified Parties"), against any and all costs or expenses
(including reasonable attorneys' fees), judgments, fines, penalties,
settlements, losses, claims, damages or liabilities incurred in connection with
any and all claims, actions, suits, proceedings or investigations, whether
civil, criminal, administrative or investigative, arising out of or pertaining
to matters arising out of or in connection with such party's position as, or
actions taken as, a director or officer of Loyola or
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a Subsidiary (collectively, "Claims"), at or prior to the Effective Time,
whether asserted or claimed prior to, at or after the Effective Time, to the
fullest extent permitted by applicable law (and also advance expenses incurred
to the fullest extent permitted by Maryland law and Loyola's Charter and By-
Laws); provided, however, that Crestar's obligation to provide such
indemnification shall not apply to any Material litigation, proceeding or
controversy required to be disclosed on Schedule 2.12B that is not disclosed on
Schedule 2.12B, nor to Claims asserted or claimed more than six years after the
Effective Time. Crestar shall not have any obligation hereunder to any
Indemnified Party when and if a court of competent jurisdiction shall ultimately
determine, and such determination shall have become final and nonappealable,
that the indemnification of such Indemnified Party in the manner contemplated
hereby is prohibited by applicable law.
(b) Any Indemnified Party wishing to claim indemnification under
Section 6.4(a), upon learning of any such claim, action, suit, proceeding or
investigation, shall within 30 days thereof notify Crestar thereof, but the
failure to so notify shall not relieve Crestar of any liability it may have to
such Indemnified Party if such failure does not Materially prejudice Crestar.
In the event of any such claim, action, suit, proceeding or investigation
(whether arising before or after the Effective Time): (i) Crestar shall have the
right to assume the defense thereof and Crestar shall not be liable to such
Indemnified Parties for any legal expenses of other counsel or any other
expenses subsequently incurred by such Indemnified Parties in connection with
the defense thereof, except that if Crestar elects not to assume such defense,
or counsel for the Indemnified Parties advises that there are issues which raise
conflicts of interest between Crestar and the Indemnified Parties, the
Indemnified Parties may retain counsel satisfactory to them, and Crestar shall
pay the reasonable fees and expenses of such counsel for the Indemnified Parties
promptly as statements therefor are received; (ii) the Indemnified Parties will
cooperate in the defense of any such matter; and (iii) Crestar shall not be
liable for any settlement effected without its prior written consent which shall
not be unreasonably withheld.
(c) Subject to Section 6.4(a), for a period of six years after the
Effective Time, Crestar shall honor the duties and obligations contained in the
Indemnification Agreements identified on Schedule 6.4 hereof which have been
entered into between Loyola and its directors, Chief Executive Officer,
President, Executive Vice Presidents and Secretary.
6.5. CRESTAR BALTIMORE, MARYLAND LOCAL ADVISORY BOARD OF DIRECTORS.
Crestar will offer all members of the board of directors of Loyola a
position on Crestar's Baltimore, Maryland local advisory board of directors for
a term of at least one year commencing at the Effective Time of the Merger.
There will be four meetings during the year. Such persons who agree to serve on
the local advisory board will receive a retainer of $8,000 per year and a fee of
$3,000 per meeting attended plus non-local travel expenses (or a maximum of
$20,000 per annum). Crestar agrees to waive the age limitation for the one-year
period.
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ARTICLE 7
TERMINATION
7.1. TERMINATION.
This Agreement may be terminated, and the Merger abandoned, prior to the
Effective Date, either before or after its approval by the stockholders of
Loyola:
(a) by the mutual consent of Crestar and Loyola, if the board of
directors of each so determines by vote of a majority of the members of its
entire board;
(b) by Crestar or Loyola, if its board of directors so determines by
vote of a majority of the members of its entire board, in the event of the
failure of the stockholders of Loyola to approve this Agreement at the Loyola
Meeting called to consider such approval;
(c) by Crestar or Loyola, if its board of directors so determines by
vote of a majority of the members of its entire board, in the event of a
Material breach by the other party hereto of any representation, warranty,
covenant or agreement contained herein which is not cured or not curable within
60 days after written notice of such breach is given to the party committing
such breach by the other party;
(d) by Crestar or Loyola by written notice to the other party if prior
to December 31, 1995 either (i) any approval, consent or waiver of any
Governmental Entity required to permit consummation of the transactions
contemplated hereby shall have been denied or (ii) any Governmental Entity of
competent jurisdiction shall have issued a final, unappealable order or ruling
enjoining or otherwise prohibiting consummation of the transactions contemplated
by this Agreement;
(e) by Crestar or Loyola, if its board of directors so determines by
vote of a majority of the members of its entire board, in the event that the
Merger is not consummated by March 31, 1996, unless the failure to so consummate
by such time is due to the breach of any representation, warranty, agreement or
covenant contained in this Agreement by the party seeking to terminate; or
(f) by Loyola if its board of directors so determines by a majority
vote of the members of its entire board at any time during the five-day period
prior to the fifth day prior to the Closing Date, if the Average Closing Price
is less than $40.00, provided, however, that Crestar shall have the option of
increasing the consideration to be received by holders of Loyola Common Stock
hereunder by adjusting the Exchange Ratio to a number equal to a quotient, the
numerator of which is the product of $40.00 times the Exchange Ratio then in
effect and the denominator of which is the Average Closing Price. In such case,
Crestar shall give prompt written notice to Loyola of such election and of the
revised Exchange Ratio, and in such event no
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termination shall be deemed to have occurred pursuant to this Section 7.1(f),
and this Agreement shall remain in full force and effect in accordance with its
terms (except as the Exchange Ratio shall have been so modified) and any
references herein to "Exchange Ratio" shall thereafter be deemed to refer to the
Exchange Ratio as adjusted pursuant to this Section 7.1(f).
7.2. EFFECT OF TERMINATION.
In the event of the termination of this Agreement by either Crestar or
Loyola, as provided above, except as otherwise provided in Section 8.3, this
Agreement shall thereafter become void and there shall be no liability on the
part of any party hereto or their respective officers or directors, except that
any such termination shall be without prejudice to the rights of any party
hereto arising out of the willful breach of any other party of any covenant or
willful misrepresentation contained in this Agreement.
ARTICLE 8
MISCELLANEOUS
8.1. CERTAIN DEFINITIONS; INTERPRETATION.
As used in this Agreement, the following terms shall have the meanings
indicated:
"Change of Control" means any of the following events:
(i) the acquisition by any Person (including a group within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act),
other than Crestar or any Subsidiary of Crestar, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities Exchange
Act) of 40% or more of the combined voting power of Crestar's then
outstanding voting securities;
(ii) the first purchase of shares of outstanding voting securities of
Crestar under a tender offer or exchange offer, other than an offer by
Crestar or any Subsidiary of Crestar;
(iii) individuals who as of the date hereof constitute the Board of
Directors of Crestar cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for the election by the
stockholders of Crestar of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors
as of the date hereof; or
(iv) approval by the stockholders of Crestar of any plan for the
liquidation or dissolution of Crestar or for a consolidation or merger of
Crestar (A) in which Crestar
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would not be the continuing or surviving corporation, and pursuant to which
shares of the outstanding voting securities of Crestar would be converted
into cash, securities or other property, other than a merger of Crestar in
which the stockholders of Crestar immediately prior to the merger have the
same proportionate ownership of the surviving corporation immediately after
the merger, or (B) in which Crestar is the surviving corporation but the
stockholders prior to the merger or consolidation will not own 60% or more
of the outstanding voting stock of the surviving corporation immediately
after such merger or consolidation.
"Control" shall have the meaning ascribed thereto in the Bank Holding
Company Act of 1956, as amended.
"Loan Servicing File" means the documents, files and other items which
pertain to a particular Serviced Mortgage Loan (as defined below) including, but
not limited to, the electronic data files, books, records, notes and all
additional documents generated as a result of or utilized in originating and or
servicing each Serviced Mortgage Loan.
"Loan Servicing Rights" means, with respect to each Serviced Mortgage Loan,
any and all of the following: (i) all rights to service the Serviced Mortgage
Loans; (ii) any payments or monies payable for servicing the Serviced Mortgage
Loans; (iii) any late fees, assumption fees, penalties or similar payments due
and payable with respect to the Serviced Mortgage Loans; (iv) all agreements or
documents creating, defining or evidencing any such servicing rights to the
extent they are related to such servicing rights and all rights of Loyola or any
Subsidiary of Loyola thereunder; (v) escrow payments or other similar payments
with respect to the Serviced Mortgage Loans and any amounts actually collected
with respect thereto; (vi) all accounts and other rights to payment related to
any of the property described in this paragraph; and (vii) possession and use of
any and all Loan Servicing Files pertaining to the Serviced Mortgage Loans or
pertaining to the past, present or prospective servicing of the Serviced
Mortgage Loans.
"Material" means material to Crestar or Loyola (as the case may be) and its
respective Subsidiaries, taken as a whole.
"Material Adverse Effect," with respect to a Person, means any condition,
event, change or occurrence that individually, or in the aggregate with any
other condition, event, change or occurrence, is reasonably likely to have a
material adverse effect upon (i) the financial condition, business or results of
operations of such Person and its Subsidiaries, taken as a whole, or (ii) the
ability of such Person to perform its obligations under, and to consummate the
transactions contemplated by, this Agreement; provided, that reduction in
Loyola's net income attributable to movements in interest rates shall not by
itself constitute a Material Adverse Effect as to Loyola so long as Loyola
manages its portfolio gap position in a manner consistent with past practices.
"Person" includes an individual, corporation, partnership, association,
trust or unincorporated organization.
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"Serviced Mortgage Loan" means an individual Serviced Mortgage Loan, the
Loan Servicing Rights associated therewith being an asset of Loyola or a
Subsidiary of Loyola. Each Serviced Mortgage Loan includes without limitation
the Serviced Mortgage Loan file, the monthly payments, principal prepayments,
liquidation proceeds, condemnation proceeds, insurance proceeds, OREO
disposition proceeds, and all other benefits, rights, proceeds and obligations
arising from or in connection with such Serviced Mortgage Loans after the
Effective Time.
"Subsidiary," with respect to a Person, means any other Person controlled
by such Person.
"To the knowledge of Loyola" or "to the knowledge of Crestar" means to the
knowledge of each person with the title of Executive Vice President or higher of
Crestar or Loyola, respectively, after inquiry of subordinate officers as
reasonable in the circumstances.
When a reference is made in this Agreement to Articles, Sections, or
Schedules, such reference shall be to a Section or Article of, or Schedule to,
this Agreement unless otherwise indicated. The table of contents, tie sheet and
headings contained in this Agreement are for ease of reference only and shall
not affect the meaning or interpretation of this Agreement. Whenever the words
"include," "includes," or "including" are used in this Agreement, they shall be
deemed followed by the words "without limitation." Any singular term in this
Agreement shall be deemed to include the plural, and any plural term the
singular.
8.2. FEES AND EXPENSES.
All costs and expenses incurred in connection with this Agreement and the
consummation of the transactions contemplated hereby shall, if incurred by
Crestar, be paid by Crestar and shall, if incurred by Loyola, be paid by Loyola.
8.3. SURVIVAL.
Only those agreements and covenants of the parties that are applicable in
whole or in part after the Effective Time shall survive the Effective Time. All
other representations, warranties, agreements and covenants shall be deemed to
be conditions of this Agreement and shall not survive the Effective Time. If
this Agreement shall be terminated, the agreements of the parties in Sections
4.1(c) and 8.2 shall survive such termination.
8.4. NOTICES.
All notices, requests, demands, waivers and other communications required
or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given
-37-
<PAGE>
if delivered in person or mailed, certified or registered mail with postage
prepaid, or sent by telex, telegram or telecopier, as follows:
(a) if to Loyola, to it at:
Loyola Capital Corporation
1300 North Charles Street
Baltimore, Maryland 21201
Attention: Joseph W. Mosmiller, Chairman of the Board and Chief
Executive Officer
Telecopier: (410) 332-7067
with a copy to:
Piper & Marbury L.L.P.
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201
Attention: James J. Winn, Jr., Esquire
Telecopier: (410) 576-5051
(b) if to Crestar, to it at:
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
Attention: John C. Clark, III, Senior Vice President and General
Counsel
Telecopier: (804) 782-7244
with a copy to:
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
Attention: Lathan M. Ewers, Jr.
Telecopier: (804) 788-8218
or to such other Person or address as any party shall specify by notice in
writing to each of the other parties. All such notices, requests, demands,
waivers and communications shall be deemed to have been received on the date of
delivery unless if mailed in which case on the third business day after the
mailing thereof except for a notice of a change of address, which shall be
effective only upon receipt thereof.
-38-
<PAGE>
8.5. ENTIRE AGREEMENT.
This Agreement and the Schedules and other documents referred to herein or
delivered pursuant hereto collectively contain the entire understanding of the
parties hereto with respect to the subject matter contained herein and supersede
all prior and contemporaneous agreements and understandings, oral and written,
with respect thereto.
8.6. BINDING EFFECT; BENEFIT; ASSIGNMENT.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, heirs and permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto without the prior written consent
of the other parties. Nothing in this Agreement, expressed or implied, is
intended to confer on any Person, other than the parties hereto or their
respective successors and permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.
8.7. WAIVER.
Prior to the Effective Time, any provision of this Agreement may be (i)
waived by the party benefited by the provision or by both parties by a writing
executed by an executive officer, or (ii) amended or modified at any time
(including the structure of the transaction) by an agreement in writing between
the parties hereto approved by their respective boards of directors, except
that, after the vote by the stockholders of Loyola, no such amendment or
modification may be made which reduces or changes the form and amount of
consideration payable pursuant to this Agreement without further stockholder
approval.
8.8. FURTHER ACTIONS.
Each of the parties hereto agrees that, subject to its legal obligations,
it will use its best efforts to fulfill all conditions precedent specified
herein, to the extent that such conditions are within its control, and to do all
things reasonably necessary to consummate the transactions contemplated hereby.
8.9. COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original, and all of which together shall he deemed to be one
and the same instrument.
-39-
<PAGE>
8.10. APPLICABLE LAW.
This Agreement and the legal relations between the parties hereto shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia, without regard to the conflict of laws rules thereof, or to the extent
applicable, the federal laws of the United States of America.
8.11. SEVERABILITY.
If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction or other authority to be invalid,
void, unenforceable or against its regulatory policy, the remainder of the
terms, provisions, covenants and restrictions contained in this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.
IN WITNESS WHEREOF, each of Crestar and Loyola have executed this Agreement
as of the date first above written.
CRESTAR FINANCIAL CORPORATION
By: /s/ Richard G. Tilghman
------------------------------
Name: Richard G. Tilghman
Title: Chairman of the Board and Chief
Executive Officer
LOYOLA CAPITAL CORPORATION
By: /s/ Joseph W. Mosmiller
-----------------------------
Name: Joseph W. Mosmiller
Title: Chairman of the Board and Chief
Executive Officer
-40-
<PAGE>
Schedule 1.1
Plan of Merger
See attached pages.
-1-
<PAGE>
PLAN OF MERGER
OF
LOYOLA CAPITAL CORPORATION
INTO
CRESTAR FINANCIAL CORPORATION
SECTION 1. MERGER. Loyola Capital Corporation, a Maryland corporation
("Loyola") shall, upon the later of the time that Articles of Merger are made
effective by the Maryland State Department of Assessments and Taxation and the
State Corporation Commission of Virginia (the "Effective Time"), be merged (the
"Merger") into Crestar Financial Corporation, a Virginia corporation
("Crestar"), which shall be the "Successor Corporation."
SECTION 2. CONVERSION OF STOCK; EXCHANGE RATIO. At the Effective Time:
(a) CONVERSION OF STOCK. Each share of Crestar Common Stock
issued and outstanding immediately prior to the Effective Time shall
continue unchanged as an outstanding share of Common Stock of the Successor
Corporation.
Each share of Loyola Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares held directly by
Crestar, excluding shares held in a fiduciary capacity or in satisfaction
of a debt
<PAGE>
previously contracted) shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into and represent
the right to receive the number of shares of Crestar Common Stock
determined in accordance with subparagraph (b). As of the Effective Time,
each share of Loyola Common Stock held directly by Crestar (excluding
shares held in a fiduciary capacity or in satisfaction of a debt previously
contracted) shall be canceled, retired and cease to exist, and no exchange
or payment shall be made with respect thereto.
(b) EXCHANGE RATIO. Each share of Loyola Common Stock (other than
shares held directly by Crestar, excluding shares held in a fiduciary
capacity or in satisfaction of a debt previously contracted) shall be
converted into a fraction of a share of Crestar Common Stock, determined in
accordance with the Exchange Ratio. The "Exchange Ratio" shall be
calculated as follows:
(i) if the Average Closing Price (as defined below) is between
$43.478 and $46.375, the Exchange Ratio shall be 0.690 (the quotient of (A)
$32.00 divided by (B) $46.375);
2
<PAGE>
(ii) if the Average Closing Price is greater than $46.375, the
Exchange Ratio shall be the quotient of (A) $32.00 divided by (B) the
Average Closing Price, rounded to the nearest one-one thousandth of a
share, provided that the Exchange Ratio shall not be less than 0.640; and
(iii) if the Average Closing Price is less than $43.478, the
Exchange Ratio shall be the quotient of (A) $30.00 divided by (B) the
Average Closing Price rounded to the nearest one-one thousandth of a share,
provided that the Exchange Ratio shall not be greater than 0.750, subject
to adjustment as provided in Section 3.
As used herein, "Average Closing Price" shall mean the average closing
price of Crestar Common Stock as reported on the New York Stock Exchange for
each of the 10 trading days ending on the tenth day prior to the Closing Date
(as defined in the Agreement).
The Exchange Ratio at the Effective Time of the Merger shall be adjusted
to reflect any consolidation, split-up, other subdivisions or combinations of
Crestar Common Stock, any dividend payable in Crestar Common Stock, or any
capital
3
<PAGE>
reorganization involving the reclassification of Crestar Common Stock.
SECTION 3. POSSIBLE ADJUSTMENT OF EXCHANGE RATIO. The Agreement (as
defined in Section 6 of this Plan of Merger) may be terminated by Loyola if its
Board of Directors so determines by a majority vote of the members of its entire
Board at any time during the five-day period prior to the fifth day prior to the
Closing Date, if the Average Closing Price is less than $40.00; provided,
however, that Crestar shall have the option of increasing the consideration to
be received by holders of Loyola Common Stock by adjusting the Exchange Ratio to
a number equal to a quotient, the numerator of which is the product of $40.00
times the Exchange Ratio then in effect and the denominator of which is the
Average Closing Price. In such case, Crestar shall give prompt notice to Loyola
of such election and of the revised Exchange Ratio, and in such event no
termination shall be deemed to have occurred pursuant to the Agreement and the
Agreement and this Plan of Merger shall remain in full force and effect in
accordance with their respective terms (except as the Exchange Ratio shall have
been so modified) and any reference in the Agreement and this Plan of Merger to
"Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as
adjusted pursuant to this Section 3.
4
<PAGE>
SECTION 4. CONVERSION OF OPTIONS.
(a) At the Effective Time, options granted by Loyola under Loyola's 1986
Stock Option Plan, as amended, to purchase shares of Loyola Common Stock, which
are outstanding and unexercised immediately prior thereto (each, an "Outstanding
Option"), shall be converted as to each whole share subject to such Outstanding
Option into an option (each, an "Exchange Option") to purchase such number of
shares of Crestar Common Stock at such exercise price as is determined as
provided below:
(i) the number of shares of Crestar Common Stock to be subject to
the Exchange Option shall be equal to the product of (A) the number of
shares of Loyola Common Stock subject to the Outstanding Option multiplied
by (B) the Exchange Ratio (as it may be adjusted pursuant to Sections 2 and
3), the product being rounded, if necessary, up or down, to the nearest
whole share;
(ii) the per share exercise price under the Exchange Option shall
be equal to (A) the per share exercise price under the Outstanding Option
divided by (B) the Exchange Ratio (as it may be adjusted pursuant
5
<PAGE>
to Sections 2 and 3), with any fractional cent rounded up to the next whole
cent; and
(iii) the Exchange Option shall otherwise have the same duration and
other terms as the Outstanding Option.
(b) The adjustments with respect to any options which are "incentive
stock options" (as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code")) shall be effected in a manner consistent with Section
424(a) of the Code.
SECTION 5. ARTICLES OF INCORPORATION, BY-LAWS AND DIRECTORS OF THE
SUCCESSOR CORPORATION. At the Effective Time of the Merger, there shall be no
change caused by the Merger in the Articles of Incorporation (except any
change caused by the filing of Articles of Merger relating to the Merger),
By-laws, or Board of Directors of the Successor Corporation.
6
<PAGE>
SECTION 6. CONDITIONS TO MERGER. Consummation of the Merger is subject to
the following conditions:
(i) Approval of the Agreement and the Transactions contemplated
thereby by the requisite vote of the holders of the requisite majority of
the outstanding shares of Loyola Common Stock entitled to vote;
(ii) Approval of the Merger by the Board of Governors of the
Federal Reserve System, the Office of Thrift Supervision, and the State
Corporation Commission of Virginia; and
(iii) The satisfaction of the conditions or the waiver of such
conditions by the party for whose benefit they were imposed, as contained
in the Agreement and Plan of Merger (the "Agreement") dated May [ ], 1995
between Crestar and Loyola.
SECTION 7. EFFECT OF THE MERGER. The Merger shall have the effects
provided by Section 13.1-721 of Virginia Stock Corporation Act and Section 3-114
of the Maryland General Corporation Law.
SECTION 8. AMENDMENT. Pursuant to Section 13.1-718(I) of the Virginia
Stock Corporation Act, the Board of Directors of
7
<PAGE>
Crestar (with Loyola's consent) reserves the right to amend this Plan of Merger
at any time prior to issuance of the Certificate of Merger by the State
Corporation Commission of Virginia; provided, however, that any such amendment
made subsequent to the submission of this Plan of Merger to the stockholders of
Loyola may not: (i) alter or change the amount or kind of shares, securities,
cash, property or rights to be received in exchange for or in conversion of all
or any of the shares of Loyola Common Stock; (ii) alter or change any of the
terms and conditions of this Plan of Merger if such alteration or change would
adversely affect the shares of Loyola Common Stock; or (iii) alter or change any
term of Loyola's Charter (except as provided herein).
May 16, 1995
8
<PAGE>
Schedule 2.3
Loyola Rights
as of May 1, 1995
See attached pages. There are no unexercised stock options "under water"
as of the date of this Agreement.
-2-
<PAGE>
<TABLE>
<CAPTION>
STOCK OPTIONS SUMMARY SHEET 5/2/95
LOYC Market Value: $28.50
As of Closing on: 05/01/95
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 40,300 0 0 40,300 249,891 898,659
Martha A. Bailey 2,000 2,000 0 0 0 0
Beverly Birkmire 5,400 0 0 5,400 31,580 122,320
Charles F. Black 6,400 4,080 0 2,320 13,212 52,908
Mary V. Bormuth 3,400 1,960 1,440 0 0 0
Bernie K. Brooks 2,400 1,080 1,320 0 0 0
Barbara Brown 2,500 0 2,500 0 0 0
Dale W. Bunce 4,000 0 4,000 0 0 0
Ronald K. Calebaugh 17,300 12,060 5,240 0 0 0
John F. Carroll III 11,000 0 0 11,000 94,000 219,500
Juanita R. Cochrane 2,500 0 2,500 0 0 0
Terence F. Daly 7,400 3,360 0 4,040 43,022 72,118
Charles C. Dudley 2,000 600 1,400 0 0 0
Dane R. Eckert 14,900 960 13,940 0 0 0
Virginia D. Fish 6,400 4,360 2,040 0 0 0
Paul Gebelein 11,000 11,000 0 0 0 0
Kenneth R. Gift 11,800 1,360 0 10,440 89,665 207,875
Joseph L. Gill 7,400 3,300 4,100 0 0 0
Walter J. Gontarek III 4,000 0 4,000 0 0 0
Harold T. Groft Jr 14,500 0 14,500 0 0 0
Robert T. Guth 11,500 0 11,500 0 0 0
Susan D. Gutierrez 1,400 560 840 0 0 0
C Gordon Haines 11,000 2,000 0 9,000 56,250 200,250
Helen Hansard 17,300 14,300 3,000 0 0 0
Michele E. Heatwole 9,400 2,960 0 6,440 110,296 73,244
Edward F. Hucks 1,400 0 1,400 0 0 0
James C. Johnson III 173,900 29,525 0 144,375 1,239,007 2,875,681
Louis C. Kiessling III 19,800 4,000 0 15,800 195,535 254,765
Thomas M. King 11,000 0 0 11,000 94,000 219,500
Sandra B. Leerhoff-Rezac 9,400 0 0 9,400 55,335 212,565
Gail L. Letts 14,550 2,500 0 12,050 98,660 244,765
John Maciolek Jr 9,400 0 0 9,400 55,335 212,565
Allen G. Manuel 6,400 500 0 5,900 35,210 132,940
Thomas R. Marvel 96,000 6,424 0 89,576 708,153 1,844,763
Donald A. Mattran Jr 16,100 0 0 16,100 91,085 367,765
James V. McAveney Jr 96,000 14,198 0 81,802 674,116 1,657,242
Sheila R. McCracken 14,800 900 0 13,900 111,500 284,650
Robert Merrick Jr 11,000 11,000 0 0 0 0
John E. Mills 5,800 0 0 5,800 58,400 106,900
Marshall W. Moore 36,700 36,700 0 0 0 0
Paula M. Morgan 11,800 0 0 11,800 68,910 267,390
Joseph W. Mosmiller 213,700 42,400 0 171,300 1,430,640 3,451,410
Dennis P. Neville 25,300 4,306 0 20,994 224,498 373,832
Mary C. Neville 1,000 0 1,000 0 0 0
John A. Nicodemus 47,300 41,000 0 6,300 67,125 112,525
David F. Noyes 47,300 0 0 47,300 313,391 1,034,659
Mary G. O'Hara 4,900 3,260 0 1,640 9,321 37,419
Jacqueline M. Parks 9,150 0 0 9,150 54,210 206,565
Peter J. Ponne 11,400 6,860 0 4,540 50,772 78,618
John Pruitt 2,400 2,400 0 0 0 0
Will Ranson 2,400 0 0 2,400 13,575 54,825
Timothy J. Reynolds 2,400 1,640 0 760 3,905 17,755
Margaret A. Rhodes 20,300 6,000 0 14,300 120,510 287,040
Thomas G. Riehl 4,400 600 0 3,800 40,000 68,300
Barry D. Rollins 11,400 2,500 0 8,900 70,710 182,940
William G. Scaggs 11,000 0 0 11,000 68,750 244,750
Charles C. Schmitt 96,000 5,200 0 90,800 721,503 1,866,297
Ann Schnitzer 2,500 0 2,500 0 0 0
John P. Shobert 5,400 2,400 0 3,000 46,500 39,000
Andrew M. Smith 20,300 0 0 20,300 148,910 429,640
Linda Stadtler 16,400 3,000 0 13,400 186,700 195,200
John T. Stinson 11,000 6,000 0 5,000 31,250 111,250
Roxanne Stroud 2,000 0 0 2,000 31,000 26,000
Josephine Thanner 2,500 0 2,500 0 0 0
Charles W. Turnbaugh 5,000 2,000 0 3,000 46,500 39,000
H Mebane Turner 11,000 880 0 10,120 63,250 225,170
Jaymie S. Watts 7,900 5,180 0 2,720 15,325 62,196
Harry K. Wells 11,000 0 0 11,000 68,750 244,750
Johnny Williams 5,000 0 0 5,000 77,500 65,000
Raynor Wolf 3,500 0 3,500 0 0 0
Harry Wujek Jr 1,400 1,400 0 0 0 0
William A. Wycoff 96,000 0 0 96,000 751,603 1,984,397
- --------------------------------------------------------------------------------------------------
TOTALS 1,472,500 308,713 83,220 1,080,567 8,829,358 21,966,801
</TABLE>
Net value of unexercised under water options calculated as zero.
Page 1 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT - 12/12/86 5/2/95
Database Grant #1
Grant Price: $6.25
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 16,000 0 0 16,000 100,000 356,000
Martha A. Bailey 0 0 0 0 0 N/A
Beverly Birkmire 0 0 0 0 0 N/A
Charles F. Black 0 0 0 0 0 N/A
Mary V. Bormuth 0 0 0 0 0 N/A
Bernie K. Brooks 0 0 0 0 0 N/A
Barbara Brown 2,500 0 2,500 0 N/A N/A
Dale W. Bunce 0 0 0 0 0 N/A
Ronald K. Calebaugh 7,500 7,500 0 0 0 N/A
John F. Carroll III 0 0 0 0 0 N/A
Juanita R. Cochrane 2,500 0 2,500 0 N/A N/A
Terence F. Daly 0 0 0 0 0 N/A
Charles C. Dudley 0 0 0 0 0 N/A
Dane R. Eckert 7,500 0 7,500 0 N/A N/A
Virginia D. Fish 0 0 0 0 0 N/A
Paul Gebelein 0 0 0 0 0 N/A
Kenneth R. Gift 0 0 0 0 0 N/A
Joseph L. Gill 2,500 2,000 500 0 N/A N/A
Walter J. Gontarek III 0 0 0 0 0 N/A
Harold T. Groft Jr 7,500 0 7,500 0 N/A N/A
Robert T. Guth 7,500 0 7,500 0 N/A N/A
Susan D. Gutierrez 0 0 0 0 0 N/A
C Gordon Haines 0 0 0 0 0 N/A
Helen Hansard 7,500 7,500 0 0 0 N/A
Michele E. Heatwole 0 0 0 0 0 N/A
Edward F. Hucks 0 0 0 0 0 N/A
James C. Johnson III 16,000 16,000 0 0 0 N/A
Louis C. Kiessling III 2,500 2,500 0 0 0 N/A
Thomas M. King 0 0 0 0 0 N/A
Sandra B. Leerhoff-Rezac 2,500 0 0 2,500 15,625 55,625
Gail L. Letts 2,500 2,500 0 0 0 N/A
John Maciolek Jr 2,500 0 0 2,500 15,625 55,625
Allen G. Manuel 0 0 0 0 0 N/A
Thomas R. Marvel 16,000 4,024 0 11,976 74,850 266,466
Donald A. Mattran Jr 2,500 0 0 2,500 15,625 55,625
James V. McAveney Jr 16,000 14,198 0 1,802 11,263 40,095
Sheila R. McCracken 2,500 0 0 2,500 15,625 55,625
Robert Merrick Jr 0 0 0 0 0 N/A
John E. Mills 0 0 0 0 0 N/A
Marshall W. Moore 0 0 0 0 0 N/A
Paula M. Morgan 2,500 0 0 2,500 15,625 55,625
Joseph W. Mosmiller 16,000 7,200 0 8,800 55,000 195,800
Dennis P. Neville 7,500 4,306 0 3,194 19,963 71,067
Mary C. Neville 0 0 0 0 0 N/A
John A. Nicodemus 16,000 16,000 0 0 0 N/A
David F. Noyes 16,000 0 0 16,000 100,000 356,000
Mary G. O'Hara 0 0 0 0 0 N/A
Jacqueline M. Parks 2,500 0 0 2,500 15,625 55,625
Peter J. Ponne 0 0 0 0 0 N/A
John Pruitt 0 0 0 0 0 N/A
Will Ranson 0 0 0 0 0 N/A
Timothy J. Reynolds 0 0 0 0 0 N/A
Margaret A. Rhodes 7,500 1,200 0 6,300 39,375 140,175
Thomas G. Riehl 0 0 0 0 0 N/A
Barry D. Rollins 2,500 2,500 0 0 0 N/A
William G. Scaggs 0 0 0 0 0 N/A
Charles C. Schmitt 16,000 4,000 0 12,000 75,000 267,000
Ann Schnitzer 2,500 0 2,500 0 N/A N/A
John P. Shobert 0 0 0 0 0 N/A
Andrew M. Smith 7,500 0 0 7,500 46,875 166,875
Linda Stadtler 2,500 2,500 0 0 0 N/A
John T. Stinson 0 0 0 0 0 N/A
Roxanne Stroud 0 0 0 0 0 N/A
Josephine Thanner 2,500 0 2,500 0 N/A N/A
Charles W. Turnbaugh 0 0 0 0 0 N/A
H Mebane Turner 0 0 0 0 0 N/A
Jaymie S. Watts 2,500 2,500 0 0 0 N/A
Harry K. Wells 0 0 0 0 0 N/A
Johnny Williams 0 0 0 0 0 N/A
Raynor Wolf 2,500 0 2,500 0 N/A N/A
Harry Wujek Jr 0 0 0 0 0 N/A
William A. Wycoff 16,000 0 0 16,000 100,000 356,000
- -----------------------------------------------------------------------------------------------------
TOTALS 246,500 96,428 35,500 114,572 716,075 2,549,227
</TABLE>
Page 2 of 20
<PAGE>
<TABLE>
<CAPTION>
NQSO GRANT 12/12/86 5/2/95
Database Grant #2
Grant Price: $6.25
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 13,500 0 0 13,500 84,375.00 300,375.00
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 8,000 8,000 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 8,000 0 0 8,000 50,000.00 178,000.00
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 55,000 0 0 55,000 343,750.00 1,223,750,.00
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 22,500 0 0 22,500 140,625.00 500,625.00
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 16,500 0 0 16,500 103,125.00 367,125.00
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 8,000 8,000 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 32,500 32,500 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 72,000 0 0 72,000 450,000.00 1,602,000.00
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 13,500 10,200 0 3,300 20,625.00 73,425.00
David F. Noyes 13,500 0 0 13,500 84,375.00 300,375.00
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 8,000 0 0 8,000 50,000.00 178,000.00
Charles C. Schmitt 22,500 0 0 22,500 140,625.00 500,625.00
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 8,000 6,000 0 2,000 12,500.00 44,500.00
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 8,000 880 0 7,120 44,500.00 158,420.00
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 8,000 0 0 8,000 50,000.00 178,000.00
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 22,500 0 0 22,500 140,625.00 500,625.00
- -------------------------------------------------------------------------------------------------------
TOTALS 340,000 65,580 0 274,420 1,715,125 6,105,845
</TABLE>
Page 3 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 12/9/87 5/2/95
Database Grant #3
Grant Price: $4.50
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 3,600 0 0 3,600 16,200.00 86,400.00
Martha A. Bailey 1,000 1,000 0 0 0.00 N/A
Beverly Birkmire 1,000 0 0 1,000 4,500.00 24,000.00
Charles F. Black 1,000 1,000 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 1,000 800 200 0 N/A N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 1,000 0 1,000 0 N/A N/A
Ronald K. Calebaugh 2,000 1,600 400 0 N/A N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 1,000 400 600 0 N/A N/A
Dane R. Eckert 2,400 960 1,440 0 N/A N/A
Virginia D. Fish 1,000 1,000 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 1,000 800 0 200 900.00 4,800.00
Joseph L. Gill 1,500 900 600 0 N/A N/A
Walter J. Gontarek III 1,000 0 1,000 0 N/A N/A
Harold T. Groft Jr 2,000 0 2,000 0 N/A N/A
Robert T. Guth 2,000 0 2,000 0 N/A N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 2,000 2,000 0 0 0.00 N/A
Michele E. Heatwole 1,000 1,000 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 9,000 5,541 0 3,459 15,565.50 83,016.00
Louis C. Kiessling III 1,500 1,500 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 1,500 0 0 1,500 6,750.00 36,000.00
Gail L. Letts 1,250 0 0 1,250 5,625.00 30,000.00
John Maciolek Jr 1,500 0 0 1,500 6,750.00 36,000.00
Allen G. Manuel 1,000 500 0 500 2,250.00 12,000.00
Thomas R. Marvel 4,800 0 0 4,800 21,600.00 115,200.00
Donald A. Mattran Jr 3,600 0 0 3,600 16,200.00 86,400.00
James V. McAveney Jr 4,800 0 0 4,800 21,600.00 115,200.00
Sheila R. McCracken 1,500 340 0 1,160 5,220.00 27,840.00
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 4,200 4,200 0 0 0.00 N/A
Paula M. Morgan 1,500 0 0 1,500 6,750.00 36,000.00
Joseph W. Mosmiller 11,400 11,400 0 0 0.00 N/A
Dennis P. Neville 2,000 0 0 2,000 9,000.00 48,000.00
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 3,600 3,600 0 0 0.00 N/A
David F. Noyes 3,600 0 0 3,600 16,200.00 86,400.00
Mary G. O'Hara 1,000 1,000 0 0 0.00 N/A
Jacqueline M. Parks 1,250 0 0 1,250 5,625.00 30,000.00
Peter J. Ponne 1,000 1,000 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 2,000 2,000 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 1,500 0 0 1,500 6,750.00 36,000.00
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 4,800 0 0 4,800 21,600.00 115,200.00
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 2,000 0 0 2,000 9,000.00 48,000.00
Linda Stadtler 1,500 500 0 1,000 4,500.00 24,000.00
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 1,500 1,200 0 300 1,350.00 7,200.00
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 1,000 0 1,000 0 N/A N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 4,800 0 0 4,800 21,600.00 115,200.00
- -----------------------------------------------------------------------------------------------------
TOTALS 104,600 44,241 10,240 50,119 225,536 1,202,856
</TABLE>
Page 4 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 12/8/88 5/2/95
Database Grant #4
Grant Price: $5.88
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 3,200 0 0 3,200 18,816.00 72,384.00
Martha A. Bailey 1,000 1,000 0 0 0.00 N/A
Beverly Birkmire 1,000 0 0 1,000 5,880.00 22,620.00
Charles F. Black 2,000 1,600 0 400 2,352.00 9,048.00
Mary V. Bormuth 1,000 800 200 0 N/A N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 1,000 0 1,000 0 N/A N/A
Ronald K. Calebaugh 2,000 1,200 800 0 N/A N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 2,000 1,600 0 400 2,352.00 9,048.00
Charles C. Dudley 1,000 200 800 0 N/A N/A
Dane R. Eckert 2,000 0 2,000 0 N/A N/A
Virginia D. Fish 2,000 1,600 400 0 N/A N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 2,000 0 0 2,000 11,760.00 45,240.00
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 1,000 0 1,000 0 N/A N/A
Harold T. Groft Jr 2,000 0 2,000 0 N/A N/A
Robert T. Guth 2,000 0 2,000 0 N/A N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 2,000 2,000 0 0 0.00 N/A
Michele E. Heatwole 1,000 800 0 200 1,176.00 4,524.00
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 8,400 3,260 0 5,140 30,223.20 116,266.80
Louis C. Kiessling III 2,000 0 0 2,000 11,760.00 45,240.00
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 2,000 0 0 2,000 11,760.00 45,240.00
Gail L. Letts 2,000 0 0 2,000 11,760.00 45,240.00
John Maciolek Jr 2,000 0 0 2,000 11,760.00 45,240.00
Allen G. Manuel 2,000 0 0 2,000 11,760.00 45,240.00
Thomas R. Marvel 4,600 0 0 4,600 27,048.00 104,052.00
Donald A. Mattran Jr 2,000 0 0 2,000 11,760.00 45,240.00
James V. McAveney Jr 4,600 0 0 4,600 27,048.00 104,052.00
Sheila R. McCracken 2,000 0 0 2,000 11,760.00 45,240.00
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 2,000 0 0 2,000 11,760.00 45,240.00
Joseph W. Mosmiller 10,800 10,800 0 0 0.00 N/A
Dennis P. Neville 2,000 0 0 2,000 11,760.00 45,240.00
Mary C. Neville 1,000 0 1,000 0 N/A N/A
John A. Nicodemus 3,200 3,200 0 0 0.00 N/A
David F. Noyes 3,200 0 0 3,200 18,816.00 72,384.00
Mary G. O'Hara 1,000 800 0 200 1,176.00 4,524.00
Jacqueline M. Parks 2,000 0 0 2,000 11,760.00 45,240.00
Peter J. Ponne 2,000 1,600 0 400 2,352.00 9,048.00
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 2,000 0 0 2,000 11,760.00 45,240.00
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 2,000 0 0 2,000 11,760.00 45,240.00
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 4,600 0 0 4,600 27,048.00 104,052.00
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 2,000 0 0 2,000 11,760.00 45,240.00
Linda Stadtler 1,000 0 0 1,000 5,880.00 22,620.00
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 1,000 600 0 400 2,352.00 9,048.00
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 4,600 0 0 4,600 27,048.00 104,052.00
- -----------------------------------------------------------------------------------------------------
TOTALS 104,200 31,060 11,200 61,940 364,207 1,401,083
</TABLE>
Page 5 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 12/7/89 5/2/95
Database Grant #5
Grant Price: $7.63
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 4,000 0 0 4,000 30,500.00 83,500.00
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 2,000 0 0 2,000 15,250.00 41,750.00
Charles F. Black 2,000 1,200 0 800 6,100.00 16,700.00
Mary V. Bormuth 1,000 600 400 0 N/A N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 2,000 0 2,000 0 N/A N/A
Ronald K. Calebaugh 3,000 1,200 1,800 0 N/A N/A
John F. Carroll III 4,000 0 0 4,000 30,500.00 83,500.00
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 2,000 1,200 0 800 6,100.00 16,700.00
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 3,000 0 3,000 0 N/A N/A
Virginia D. Fish 2,000 1,200 800 0 N/A N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 3,000 560 0 2,440 18,605.00 50,935.00
Joseph L. Gill 2,000 400 1,600 0 N/A N/A
Walter J. Gontarek III 2,000 0 2,000 0 N/A N/A
Harold T. Groft Jr 3,000 0 3,000 0 N/A N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 3,000 0 3,000 0 N/A N/A
Michele E. Heatwole 1,000 600 0 400 3,050.00 8,350.00
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 9,000 0 0 9,000 68,625.00 187,875.00
Louis C. Kiessling III 3,000 0 0 3,000 22,875.00 62,625.00
Thomas M. King 4,000 0 0 4,000 30,500.00 83,500.00
Sandra B. Leerhoff-Rezac 2,000 0 0 2,000 15,250.00 41,750.00
Gail L. Letts 3,000 0 0 3,000 22,875.00 62,625.00
John Maciolek Jr 2,000 0 0 2,000 15,250.00 41,750.00
Allen G. Manuel 2,000 0 0 2,000 15,250.00 41,750.00
Thomas R. Marvel 6,000 2,400 0 3,600 27,450.00 75,150.00
Donald A. Mattran Jr 4,000 0 0 4,000 30,500.00 83,500.00
James V. McAveney Jr 6,000 0 0 6,000 45,750.00 125,250.00
Sheila R. McCracken 3,000 0 0 3,000 22,875.00 62,625.00
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 3,000 0 0 3,000 22,875.00 62,625.00
Joseph W. Mosmiller 9,600 0 0 9,600 73,200.00 200,400.00
Dennis P. Neville 3,000 0 0 3,000 22,875.00 62,625.00
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 4,000 4,000 0 0 0.00 N/A
David F. Noyes 4,000 0 0 4,000 30,500.00 83,500.00
Mary G. O'Hara 1,500 900 0 600 4,575.00 12,525.00
Jacqueline M. Parks 2,000 0 0 2,000 15,250.00 41,750.00
Peter J. Ponne 2,000 1,200 0 800 6,100.00 16,700.00
John Pruitt 1,000 1,000 0 0 0.00 N/A
Will Ranson 1,000 0 0 1,000 7,625.00 20,875.00
Timothy J. Reynolds 1,000 800 0 200 1,525.00 4,175.00
Margaret A. Rhodes 3,000 0 0 3,000 22,875.00 62,625.00
Thomas G. Riehl 1,000 600 0 400 3,050.00 8,350.00
Barry D. Rollins 2,000 0 0 2,000 15,250.00 41,750.00
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 6,000 0 0 6,000 45,750.00 125,250.00
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 1,000 1,000 0 0 0.00 N/A
Andrew M. Smith 3,000 0 0 3,000 22,875.00 62,625.00
Linda Stadtler 2,000 0 0 2,000 15,250.00 41,750.00
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 1,500 600 0 900 6,862.50 18,787.50
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 6,000 0 0 6,000 45,750.00 125,250.00
- -----------------------------------------------------------------------------------------------------
TOTALS 140,600 19,460 17,600 103,540 789,493 2,161,398
</TABLE>
Page 6 of 20
<PAGE>
<TABLE>
<CAPTION>
NQSO GRANT 12/07/89 5/2/95
Database Grant #5A
Grant Price: $7.63
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 0 0 0 0 0.00 N/A
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 0 0 0 0 0.00 N/A
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 0 0 0 0 0.00 N/A
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 2,400 0 0 2,400 18,300.00 50,100.00
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 0 0 0 0 0.00 N/A
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 0 0 0 0 0.00 N/A
- -----------------------------------------------------------------------------------------------------
TOTALS 2,400 0 0 2,400 18,300 50,100
</TABLE>
Page 7 of 20
<PAGE>
<TABLE>
<CAPTION>
NQSO GRANT 4/17/90 5/2/95
Database Grants #9 and 9A
Grant Price: $6.25
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 3,000 3,000 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 3,000 2,000 0 1,000 6,250.00 22,250.00
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 0 0 0 0 0.00 N/A
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 0 0 0 0 0.00 N/A
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 0 0 0 0 0.00 N/A
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 3,000 3,000 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 0 0 0 0 0.00 N/A
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 3,000 0 0 3,000 18,750.00 66,750.00
Charles C. Schmitt 0 0 0 0 0.00 N/A
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 3,000 0 0 3,000 18,750.00 66,750.00
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 3,000 0 0 3,000 18,750.00 66,750.00
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 3,000 0 0 3,000 18,750.00 66,750.00
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 0 0 0 0 0.00 N/A
- -----------------------------------------------------------------------------------------------------
TOTALS 21,000 8,000 0 13,000 81,250 289,250
Note: Grant 9A created to allow the Estate of Robert Merrick to exercise shares before complete vesting
</TABLE>
Page 8 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 12/18/90 5/2/95
Database Grant #6
Grant Price: $4.25
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 1,400 0 0 1,400 5,950.00 33,950.00
Charles F. Black 1,400 280 0 1,120 4,760.00 27,160.00
Mary V. Bormuth 1,400 560 840 0 N/A N/A
Bernie K. Brooks 1,400 280 1,120 0 N/A N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 2,800 560 2,240 0 N/A N/A
John F. Carroll III 4,000 0 0 4,000 17,000.00 97,000.00
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 1,400 560 0 840 3,570.00 20,370.00
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 1,400 560 840 0 N/A N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 2,800 0 0 2,800 11,900.00 67,900.00
Joseph L. Gill 1,400 0 1,400 0 N/A N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 1,400 560 840 0 N/A N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 2,800 2,800 0 0 0.00 N/A
Michele E. Heatwole 1,400 560 0 840 3,570.00 20,370.00
Edward F. Hucks 1,400 0 1,400 0 N/A N/A
James C. Johnson III 10,000 4,724 0 5,276 22,423.00 127,943.00
Louis C. Kiessling III 2,800 0 0 2,800 11,900.00 67,900.00
Thomas M. King 4,000 0 0 4,000 17,000.00 97,000.00
Sandra B. Leerhoff-Rezac 1,400 0 0 1,400 5,950.00 33,950.00
Gail L. Letts 2,800 0 0 2,800 11,900.00 67,900.00
John Maciolek Jr 1,400 0 0 1,400 5,950.00 33,950.00
Allen G. Manuel 1,400 0 0 1,400 5,950.00 33,950.00
Thomas R. Marvel 6,600 0 0 6,600 28,050.00 160,050.00
Donald A. Mattran Jr 4,000 0 0 4,000 17,000.00 97,000.00
James V. McAveney Jr 6,600 0 0 6,600 28,050.00 160,050.00
Sheila R. McCracken 2,800 560 0 2,240 9,520.00 54,320.00
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 2,800 0 0 2,800 11,900.00 67,900.00
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 2,800 0 0 2,800 11,900.00 67,900.00
Joseph W. Mosmiller 13,000 13,000 0 0 0.00 N/A
Dennis P. Neville 2,800 0 0 2,800 11,900.00 67,900.00
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 4,000 4,000 0 0 0.00 N/A
David F. Noyes 4,000 0 0 4,000 17,000.00 97,000.00
Mary G. O'Hara 1,400 560 0 840 3,570.00 20,370.00
Jacqueline M. Parks 1,400 0 0 1,400 5,950.00 33,950.00
Peter J. Ponne 1,400 560 0 840 3,570.00 20,370.00
John Pruitt 1,400 1,400 0 0 0.00 N/A
Will Ranson 1,400 0 0 1,400 5,950.00 33,950.00
Timothy J. Reynolds 1,400 840 0 560 2,380.00 13,580.00
Margaret A. Rhodes 2,800 2,800 0 0 0.00 N/A
Thomas G. Riehl 1,400 0 0 1,400 5,950.00 33,950.00
Barry D. Rollins 1,400 0 0 1,400 5,950.00 33,950.00
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 6,600 1,200 0 5,400 22,950.00 130,950.00
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 1,400 1,400 0 0 0.00 N/A
Andrew M. Smith 2,800 0 0 2,800 11,900.00 67,900.00
Linda Stadtler 1,400 0 0 1,400 5,950.00 33,950.00
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 2,000 2,000 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 1,400 280 0 1,120 4,760.00 27,160.00
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 1,400 1,400 0 0 0.00 N/A
William A. Wycoff 6,600 0 0 6,600 28,050.00 160,050.00
- -----------------------------------------------------------------------------------------------------
TOTALS 137,200 41,444 8,680 87,076 370,073 2,111,593
</TABLE>
Page 9 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 12/17/91 5/2/95
Database Grant #7
Grant Price: $6.31
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 28,349 0 0 28,349 178,882.19 629,064.31
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 20,000 0 0 20,000 126,200.00 443,800.00
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 20,000 0 0 20,000 126,200.00 443,800.00
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 32,340 0 0 32,340 204,065.40 717,624.60
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 20,000 0 0 20,000 126,200.00 443,800.00
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 20,000 0 0 20,000 126,200.00 443,800.00
- -----------------------------------------------------------------------------------------------------
TOTALS 140,689 0 0 140,689 887,748 3,121,889
</TABLE>
Page 10 of 20
<PAGE>
<TABLE>
<CAPTION>
NQSO GRANT 12/17/91 5/2/95
Database Grant #7A
Grant Price: $6.31
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 9,651 0 0 9,651 60,897.81 214,155.69
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 0 0 0 0 0.00 N/A
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 0 0 0 0 0.00 N/A
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 17,660 0 0 17,660 111,434.60 391,875.40
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 0 0 0 0 0.00 N/A
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 0 0 0 0 0.00 N/A
- -----------------------------------------------------------------------------------------------------
TOTALS 27,311 0 0 27,311 172,332 606,031
</TABLE>
Page 11 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 1/21/92 5/2/95
Database Grant #8
Grant Price: $8.13
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 0 0 0 0 0.00 N/A
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 0 0 0 0 0.00 N/A
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 1,678 0 0 1,678 13,633.75 34,189.25
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 0 0 0 0 0.00 N/A
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 0 0 0 0 0.00 N/A
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 0 0 0 0 0.00 N/A
- -----------------------------------------------------------------------------------------------------
TOTALS 1,678 0 0 1,678 13,634 34,189
</TABLE>
Page 12 of 20
<PAGE>
<TABLE>
<CAPTION>
NQSO GRANT 1/21/92 5/2/95
Database Grant #8A
Grant Price: $8.13
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 0 0 0 0 0.00 N/A
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 0 0 0 0 0.00 N/A
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 4,322 0 0 4,322 35,116.25 88,060.75
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 0 0 0 0 0.00 N/A
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 0 0 0 0 0.00 N/A
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 0 0 0 0 0.00 N/A
- -----------------------------------------------------------------------------------------------------
TOTALS 4,322 0 0 4,322 35,116 88,061
</TABLE>
Page 13 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 6/15/93 5/2/95
Database Grant #10
Grant Price: $13.37
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 0 0 0 0 0.00 N/A
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 290 0 0 290 3,877.30 4,387.70
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 0 0 0 0 0.00 N/A
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 0 0 0 0 0.00 N/A
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 290 0 0 290 3,877.30 4,387.70
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 290 0 0 290 3,877.30 4,387.70
- -------------------------------------------------------------------------------------------------------
TOTALS 870 0 0 870 11,632 13,163
</TABLE>
Page 14 of 20
<PAGE>
<TABLE>
<CAPTION>
NQSO GRANT 6/15/93 5/2/95
Database Grant #10A
Grant Price: $13.37
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 7,000 0 0 7,000 93,590.00 105,910.00
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 3,710 0 0 3,710 49,602.70 56,132.30
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 4,000 0 0 4,000 53,480.00 60,520.00
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 7,000 0 0 7,000 93,590.00 105,910.00
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 3,710 0 0 3,710 49,602.70 56,132.30
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 3,710 0 0 3,710 49,602.70 56,132.30
- -----------------------------------------------------------------------------------------------------
TOTALS 29,130 0 0 29,130 389,468 440,737
</TABLE>
Page 15 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 12/21/93 5/2/95
Database Grant #11
Grant Price: $15.50
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 3,000 0 0 3,000 46,500.00 39,000.00
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 2,000 0 0 2,000 31,000.00 26,000.00
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 3,000 0 0 3,000 46,500.00 39,000.00
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 0 0 0 0 0.00 N/A
Louis C. Kiessling III 3,000 0 0 3,000 46,500.00 39,000.00
Thomas M. King 3,000 0 0 3,000 46,500.00 39,000.00
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 3,000 0 0 3,000 46,500.00 39,000.00
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 0 0 0 0 0.00 N/A
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 0 0 0 0 0.00 N/A
Sheila R. McCracken 3,000 0 0 3,000 46,500.00 39,000.00
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 3,000 0 0 3,000 46,500.00 39,000.00
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 0 0 0 0 0.00 N/A
Dennis P. Neville 3,000 0 0 3,000 46,500.00 39,000.00
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 3,000 0 0 3,000 46,500.00 39,000.00
David F. Noyes 3,000 0 0 3,000 46,500.00 39,000.00
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 5,000 2,500 0 2,500 38,750.00 32,500.00
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 3,000 0 0 3,000 46,500.00 39,000.00
Thomas G. Riehl 2,000 0 0 2,000 31,000.00 26,000.00
Barry D. Rollins 2,000 0 0 2,000 31,000.00 26,000.00
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 0 0 0 0 0.00 N/A
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 3,000 0 0 3,000 46,500.00 39,000.00
Andrew M. Smith 3,000 0 0 3,000 46,500.00 39,000.00
Linda Stadtler 2,000 0 0 2,000 31,000.00 26,000.00
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 2,000 0 0 2,000 31,000.00 26,000.00
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 3,000 0 0 3,000 46,500.00 39,000.00
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 5,000 0 0 5,000 77,500.00 65,000.00
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 0 0 0 0 0.00 N/A
- -----------------------------------------------------------------------------------------------------
TOTALS 62,000 2,500 0 59,500 922,250 773,500
</TABLE>
Page 16 of 20
<PAGE>
<TABLE>
<CAPTION>
NQSO GRANT 12/21/93 5/2/95
Database Grant #11A
Grant Price: $15.50
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 6,500 0 0 6,500 100,750.00 84,500.00
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 6,500 0 0 6,500 100,750.00 84,500.00
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 6,500 0 0 6,500 100,750.00 84,500.00
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 6,500 0 0 6,500 100,750.00 84,500.00
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 6,500 0 0 6,500 100,750.00 84,500.00
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 0 0 0 0 0.00 N/A
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 6,500 0 0 6,500 100,750.00 84,500.00
- -----------------------------------------------------------------------------------------------------
TOTALS 39,000 0 0 39,000 604,500 507,000
</TABLE>
Page 17 of 20
<PAGE>
<TABLE>
<CAPTION>
GRANT 6/23/94 5/2/95
Database Grants 12 & 12A
Grant Price: $21.62
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 0 0 0 0 0.00 N/A
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 15,000 0 0 15,000 324,300.00 103,200.00
Louis C. Kiessling III 0 0 0 0 0.00 N/A
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 5,000 0 0 5,000 108,100.00 34,400.00
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 5,000 0 0 5,000 108,100.00 34,400.00
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 15,000 0 0 15,000 324,300.00 103,200.00
Dennis P. Neville 0 0 0 0 0.00 N/A
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 5,000 0 0 5,000 108,100.00 34,400.00
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 1,000 0 0 1,000 21,620.00 6,880.00
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 5,000 0 0 5,000 108,100.00 34,400.00
- -----------------------------------------------------------------------------------------------------
TOTALS 51,000 0 0 51,000 1,102,620 350,880
Linda Stadtler was granted Incentive Stock Options, all other shares granted on this date were non-qualifying
</TABLE>
Page 18 of 20
<PAGE>
<TABLE>
<CAPTION>
ISO GRANT 2/28/95 5/2/95
Database Grant #13
Grant Price: $20.50
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 4,878 0 0 4,878 99,999.00 39,024.00
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 0 0 0 0 0.00 N/A
Louis C. Kiessling III 4,878 0 0 4,878 99,999.00 39,024.00
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 0 0 0 0 0.00 N/A
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 0 0 0 0 0.00 N/A
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 0 0 0 0 0.00 N/A
Dennis P. Neville 4,878 0 0 4,878 99,999.00 39,024.00
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 0 0 0 0 0.00 N/A
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 4,878 0 0 4,878 99,999.00 39,024.00
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 0 0 0 0 0.00 N/A
- -----------------------------------------------------------------------------------------------------
TOTALS 19,512 0 0 19,512 399,996 156,096
</TABLE>
Page 19 of 20
<PAGE>
<TABLE>
<CAPTION>
NQSO GRANT 2/28/95 5/2/95
Database Grant #13A
Grant Price: $20.50
Market Value: $28.50
Cost of Value of
Options Options Options Remaining Exercisable Options
Granted Exercised Lapsed Options Options After Cost
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Adams Jr 0 0 0 0 0.00 N/A
Martha A. Bailey 0 0 0 0 0.00 N/A
Beverly Birkmire 0 0 0 0 0.00 N/A
Charles F. Black 0 0 0 0 0.00 N/A
Mary V. Bormuth 0 0 0 0 0.00 N/A
Bernie K. Brooks 0 0 0 0 0.00 N/A
Barbara Brown 0 0 0 0 0.00 N/A
Dale W. Bunce 0 0 0 0 0.00 N/A
Ronald K. Calebaugh 0 0 0 0 0.00 N/A
John F. Carroll III 0 0 0 0 0.00 N/A
Juanita R. Cochrane 0 0 0 0 0.00 N/A
Terence F. Daly 0 0 0 0 0.00 N/A
Charles C. Dudley 0 0 0 0 0.00 N/A
Dane R. Eckert 0 0 0 0 0.00 N/A
Virginia D. Fish 0 0 0 0 0.00 N/A
Paul Gebelein 0 0 0 0 0.00 N/A
Kenneth R. Gift 0 0 0 0 0.00 N/A
Joseph L. Gill 0 0 0 0 0.00 N/A
Walter J. Gontarek III 0 0 0 0 0.00 N/A
Harold T. Groft Jr 0 0 0 0 0.00 N/A
Robert T. Guth 0 0 0 0 0.00 N/A
Susan D. Gutierrez 0 0 0 0 0.00 N/A
C Gordon Haines 0 0 0 0 0.00 N/A
Helen Hansard 0 0 0 0 0.00 N/A
Michele E. Heatwole 122 0 0 122 2,501.00 976.00
Edward F. Hucks 0 0 0 0 0.00 N/A
James C. Johnson III 0 0 0 0 0.00 N/A
Louis C. Kiessling III 122 0 0 122 2,501.00 976.00
Thomas M. King 0 0 0 0 0.00 N/A
Sandra B. Leerhoff-Rezac 0 0 0 0 0.00 N/A
Gail L. Letts 0 0 0 0 0.00 N/A
John Maciolek Jr 0 0 0 0 0.00 N/A
Allen G. Manuel 0 0 0 0 0.00 N/A
Thomas R. Marvel 0 0 0 0 0.00 N/A
Donald A. Mattran Jr 0 0 0 0 0.00 N/A
James V. McAveney Jr 0 0 0 0 0.00 N/A
Sheila R. McCracken 0 0 0 0 0.00 N/A
Robert Merrick Jr 0 0 0 0 0.00 N/A
John E. Mills 0 0 0 0 0.00 N/A
Marshall W. Moore 0 0 0 0 0.00 N/A
Paula M. Morgan 0 0 0 0 0.00 N/A
Joseph W. Mosmiller 0 0 0 0 0.00 N/A
Dennis P. Neville 122 0 0 122 2,501.00 976.00
Mary C. Neville 0 0 0 0 0.00 N/A
John A. Nicodemus 0 0 0 0 0.00 N/A
David F. Noyes 0 0 0 0 0.00 N/A
Mary G. O'Hara 0 0 0 0 0.00 N/A
Jacqueline M. Parks 0 0 0 0 0.00 N/A
Peter J. Ponne 0 0 0 0 0.00 N/A
John Pruitt 0 0 0 0 0.00 N/A
Will Ranson 0 0 0 0 0.00 N/A
Timothy J. Reynolds 0 0 0 0 0.00 N/A
Margaret A. Rhodes 0 0 0 0 0.00 N/A
Thomas G. Riehl 0 0 0 0 0.00 N/A
Barry D. Rollins 0 0 0 0 0.00 N/A
William G. Scaggs 0 0 0 0 0.00 N/A
Charles C. Schmitt 0 0 0 0 0.00 N/A
Ann Schnitzer 0 0 0 0 0.00 N/A
John P. Shobert 0 0 0 0 0.00 N/A
Andrew M. Smith 0 0 0 0 0.00 N/A
Linda Stadtler 122 0 0 122 2,501.00 976.00
John T. Stinson 0 0 0 0 0.00 N/A
Roxanne Stroud 0 0 0 0 0.00 N/A
Josephine Thanner 0 0 0 0 0.00 N/A
Charles W. Turnbaugh 0 0 0 0 0.00 N/A
H Mebane Turner 0 0 0 0 0.00 N/A
Jaymie S. Watts 0 0 0 0 0.00 N/A
Harry K. Wells 0 0 0 0 0.00 N/A
Johnny Williams 0 0 0 0 0.00 N/A
Raynor Wolf 0 0 0 0 0.00 N/A
Harry Wujek Jr 0 0 0 0 0.00 N/A
William A. Wycoff 0 0 0 0 0.00 N/A
- -----------------------------------------------------------------------------------------------------
TOTALS 488 0 0 488 10,004 3,904
</TABLE>
Page 20 of 20
<PAGE>
Schedule 2.6
Subsidiaries
a. Corporations
------------
Name Percentage Owned State of Incorporation
---- ---------------- ----------------------
Audubon Square, Inc. (11) 33.3% Maryland
Bay State Appraisal Corporation (1) 100% Maryland
Bay Woods, Inc. (7) 100% Maryland
Broad Creek, Inc. (7) 100% Maryland
Church Development, Inc. (2) 100% Maryland
Columbia Mills, Inc (2). 100% Maryland
Cromwell Station, Inc. (2) 100% Maryland
Dover Meadows, Inc. (2) 100% Maryland
F.S.B. Development, Inc. (4) 100% Maryland
Fox Meadows, Inc. (2) 100% Maryland
Hunt Country, Inc. (2) 100% Maryland
J.J.K. Development Co. I, Inc. (2) 100% Maryland
J.J.K. Development Co. IV, Inc. (2) 100% Maryland
Laurel Group, Inc. (2) 100% Maryland
Loyola Consolidated, Inc. (1) 100% Maryland
Loyola Federal Savings Bank (9) 100% United States
Loyola Financial Corporation (9) 100% Maryland
Loyola Financial and Development 100% Maryland
Corporation (1)
Loyola Insurance Services, Inc. (1) 100% Maryland
Loyola Investment Services, Inc. (1) 100% Maryland
-3-
<PAGE>
Loyola Investors, Inc. (2) 100% Maryland
Loyola Mortgage Corporation of South 100% South Carolina
Florida (4)
Loyola Westpalm Corporation (4) 100% Maryland
Mid-Atlantic Builders, Inc. (3) 80% Virginia
Mid-Atlantic Construction, Inc. (10) 80% Virginia
Mid-Atlantic Financial Group, Inc. (5) 80% Virginia
Morris Mill, Inc. (2) 100% Maryland
Oak Ridge Development, Inc. (7) 100% Maryland
Old Annapolis, Inc. (2) 100% Maryland
Valley Manor, Inc. (2) 100% Maryland
Wild Quail, Inc.(2) 100% Maryland
Woodmore Highlands, Inc. (2) 100% Maryland
b. Joint-Ventures-and-Partnerships
-------------------------------
(1) Loyola Financial and Development Corporation Subsidiary
-------------------------------------------------------
as Partner in Joint Venture
---------------------------
Joint Venture Name Percentage Subsidiary Company
- ------------------ ---------- ------------------
Owned
-----
Audubon Square Joint Venture 33.3% J.J.K. Development Co. IV, Inc.
Limited Partnership
Capital Investors Joint Venture 50% Loyola Investors, Inc.
Cromwell Station Joint Venture 50% Cromwell Station, Inc.
Fox Meadows Joint Venture 100% Fox Meadows, Inc., Dover Meadows,
Inc. and Wild Quail, Inc.
Green Valley Manor Joint Venture 60% Valley Manor, Inc.
-4-
<PAGE>
Heatherfield Joint Venture 100% Morris Mill, Inc. and Columbia
Mills, Inc.
Hollowstone Limited Partnership 16.7% Loyola Financial and Development
Corporation
Hunt Country Joint Venture 50% Hunt Country, Inc.
Huntridge Joint Venture 50% Old Annapolis, Inc.
Waterford Place Partnership 50% J.J.K. Development Co. I, Inc.
Woodmore Joint Venture 100% Woodmore Highlands, Inc.
(2) Loyola Financial Corporation as Partner in Joint Venture
--------------------------------------------------------
Bay Country Woods Joint Venture 50% Bay Woods, Inc.
Broad Creek Joint Venture 50% Broad Creek, Inc.
Oak Ridge Joint Venture 50% Oak Ridge Development, Inc.
(3) F.S.B. Development, Inc. as Partner in Joint Venture
----------------------------------------------------
Cloisters Joint Venture 50% F.S.B. Development, Inc.
(4) Loyola Consolidated, Inc. as Partner in Partnership
---------------------------------------------------
Loyola Westpalm Ltd. Partnership 100% Loyal Westpalm Corporation
Southeastern Mortgage of Alabama 50% Loyola Consolidated, Inc.
(6)
(5) Mid-Atlantic Builders, Inc. as Partner in Joint Venture
-------------------------------------------------------
Lori II (8) 70% Mid-Atlantic Builders, Inc.
________________________
(1) Wholly-owned subsidiary of Loyola Federal Savings Bank.
-5-
<PAGE>
(2) Wholly-owned subsidiary of Loyola Financial and Development Corporation.
(3) Majority-owned subsidiary of Loyola Financial and Development Corporation.
(4) Wholly-owned subsidiary of Loyola Consolidated, Inc.
(5) Majority-owned subsidiary of Loyola Consolidated, Inc.
(6) A partnership in which Loyola Consolidated, Inc. owns a 50% interest.
(7) Wholly-owned subsidiary of Loyola Financial Corporation.
(8) A partnership in which Mid-Atlantic Builders, Inc. owns a 70% interest.
(9) Wholly-owned subsidiary of Loyola Capital Corporation.
(10) Majority-owned subsidiary of Loyola Capital Corporation.
(11) One-third owned by J.J.K. Development Co. IV, Inc.
-6-
<PAGE>
Schedule 2.8
Breaches, Violations and Defaults
BANKING CENTER LEASES -- LOYOLA FSB AS TENANT
Dundalk Banking Tenant cannot assign lease without Landlord's prior
Center written consent; "assignment" includes any change
in control of Tenant.
Bowie Banking Tenant cannot assign lease without Landlord's prior
Center written consent, including assignment due to
merger, consolidation, reorganization, etc., or
other change of corporate or proprietary control.
Ocean City Banking Tenant cannot assign lease without Landlord's prior
Center written consent; any change in control of Tenant
shall be deemed an assignment prohibited without
prior written consent.
Kemp Mill Banking Tenant cannot assign lease without Landlord's prior
Center written consent; any transfer, sale, pledge or
other disposition of the stock of Tenant shall be
deemed an assignment prohibited without prior
written consent.
Laurel Lakes Tenant cannot assign lease without Landlord's prior
Banking Center written consent; if Tenant is a stock corporation,
then any transfer, sale, pledge, or other
disposition of 50% or more of stock shall be deemed
an assignment and is prohibited without prior
written consent.
MORTGAGE SERVICING CONTRACTS -- LOYOLA FSB AS SELLER/SERVICER
GNMA GNMA may terminate the contract, at its option, if
Seller/Servicer: (1) fails to keep in force its
existence, rights, and franchise as a corporation;
(2) assigns its rights under the contract without
prior written consent of GNMA; (3) fails to
maintain its status as an approved FHA and VA
lender; (4) suspends or discontinues its business;
(5) no longer maintains a Maryland office; or (6)
merges with a non-FDIC insured lender or sells all
of its assets or changes its name without prior
written consent.
FNMA FNMA may terminate the contract, at its option, if
Seller/Servicer: (1) fails to keep in force its
existence, rights, and franchise as a corporation;
(2) assigns its rights under the contract without
prior written consent of FNMA; (3) fails to
maintain its status as an approved FHA and VA
lender; (4) suspends or discontinues its business;
(5) no longer maintains a Maryland office; or (6)
merges with a non-FDIC insured lender or sells all
of its assets or changes its name without prior
written consent.
-7-
<PAGE>
FHLMC FHLMC may terminate the contract, at its option, if
Seller/Servicer: (1) fails to keep in force its
existence, rights, and franchise as a corporation;
(2) assigns its rights under the contract without
prior written consent of FHLMC; (3) fails to
maintain its status as an approved FHA and VA
lender; (4) suspends or discontinues its business;
(5) no longer maintains a Maryland office; or (6)
merges with a non-FDIC insured lender or sells all
of its assets or changes its name without prior
written consent.
Sussex County Bond Assignment of rights permitted without prior
written consent upon merger if the new entity has
equal or greater assets, is subject to state or
federal authorities, and assumes all obligations.
New Castle County Assignment of rights permitted without prior
Bond written consent upon merger if the new entity has
equal or greater assets, is subject to state or
federal authorities, and assumes all obligations.
Phoenix American Assignment pursuant to merger permitted without
Life Insurance prior written consent as long as new entity is FDIC
insured or is a member of the Federal Reserve.
First Bank Assignment pursuant to merger permitted without
Systems, Inc. prior written consent as long as new entity: (1) is
FDIC insured; (2) assumes all of Seller/Servicer's
obligations; and (3) has net worth of at least $15
million.
Pacific Mutual Assignment pursuant to merger permitted without
Life Ins. Co. prior written consent as long as new entity assumes
all of Seller/Servicer's obligations and has net
worth of at least $5 million.
LICENSING AGREEMENTS -- LOYOLA FSB AS LICENSEE
Cirrus Systems, Assignment, including by merger, may not be made
Inc. Corresponding except in accordance with Cirrus by-laws.
Membership
Agreement
Management Science Prior written consent required for assignment in
America, Inc. the event of a merger.
Software System
Agreement
-8-
<PAGE>
Stockholder If Licensee Bank is acquired, Licensor agrees not
Systems, Inc. to unreasonably withhold consent to assignment to
Master License acquiring/surviving corporation, but unless
Agreement otherwise agreed to in writing, terms of such
assignment shall preclude any expansion of the
scope of the use of the products beyond the scope
of Licensee's operations supported prior to
acquisition. In no event shall contract be
assigned to a direct or indirect competitor of
Licensor. (NOTE: "Customer/licensee" includes
Loyola Capital Corporation, affiliates,
subsidiaries, and partnerships in which Loyola
has interests of 25% or more.)
-9-
<PAGE>
Schedule 2.11A
Taxes of Crestar
None.
-10-
<PAGE>
Schedule 2.11B
Taxes of Loyola
See attached pages. The tax years 1991 through 1993 are open tax years,
and the 1992 consolidated return is currently under examination by the Internal
Revenue Service.
-11-
<PAGE>
Copyright 1995 KPMG Peat Marwick LLP KPMG/ELECTIONS Version 1.3
KPMG/ELECTIONS
Taxpayer Name: LOYOLA FEDERAL
Preparer Name: 0
Reviewer(s) Name: 0
Tax Year End: 12/31/94
Taxpayer Entity: Corporation
ALL ELECTIONS
<TABLE>
<CAPTION>
CODE SECTION ELECTION OUTCOME TAX YE REASONS/COMMENTS/
EXPLANATION
ALL ENTITIES ELECTIONS
<S> <C> <C> <C> <C>
Select Method of Accounting 446 Elected 1972,73 Accrual method;
Amortize discounts/
premiums on loans
purchased and
investment securities
Utilize the Recurring Item Exception 461(h) Elected 12/31/92 Automatic election
*File a Consolidated Return 1501 Elected 12/31/76
Bad Debts 593 Elected 12/31/76
CONSIDERED, NOT ELECTED
Forego the Tax Credit for Enhanced Oil Recovery 43(e) Considered, not elected
Amortize Qualified Expenditures Over 3, 5 or 10 Yrs 59(e) Considered, not elected
Apply Reduction Against Depreciable Property 108(b)(5) Considered, not elected
Conclusive Presumpt. of Worthlessness of BD 1.166-2(d)(3) Considered, not elected
*Depreciation Elections 167/168 Considered, not elected
Use 150% Declining Balance or Straight Line 168(b)(5) Considered, not elected
Exclude Certain Property from ACRS (MACRS) 168(f)(1) Considered, not elected
Use the Alternative Depreciation System 168(g)(7) Considered, not elected
Amortize Bond Premium on Taxable Bonds 171(c) Considered, not elected
Forego Net Operating Loss Carryback 172(b)(3)(c) Considered, not elected
Research and Experimental Expenditures 174(a) Considered, not elected
Treat R & E Expenses as Deferred Exp. 174(b) Considered, not elected
Expense Depreciable Business Assets 179(c) Considered, not elected
Amortize Start-Up Expenditures 195(b) Considered, not elected
Amortization of Intangible Assets 197 Considered, not elected
Div. Received by Corporations (Insurance Co.) 243(b)(3) Considered, not elected
Amortize Organizational Expenditures 248 Considered, not elected
Deduct IDC and Development Costs 263(c) Considered, not elected
Capitalize Delay Rentals on Oil and Gas Lease 266 OG Considered, not elected
Capitalize Taxes and Carrying Charges 266 Considered, not elected
Election to Claim Reduced R&D Credit 280C(c)(3) Considered, not elected
*Treat Stock Purchases as Asset Acquisitions 338 Considered, not elected
*Protective Carryover Basis Election Statement 1.338-4T(f)(6)(i)(A) Considered, not elected
*Gain Recognition Election Statement 338 (b)(3) Considered, not elected
*Joint Election Statement Under 338(h)(10) 338(h)(10) Considered, not elected
Elect Out of Ratable Allocation Method 382(b)(3)(A) Considered, not elected
Electing a Taxable Year 441 Considered, not elected
Taxable Year Other than a Required Tax Year 444 Considered, not elected
Deferral of Advance Payments 451 Considered, not elected
Electing Out of the Installment Method 453(d) Considered, not elected
Election to Ratably Accrue Real Property Taxes 461(c) Considered, not elected
Aggregate Rental Real Estate Activities 469(c)(7)(A) Considered, not elected
Use LIFO Method of Inventory 472 Considered, not elected
Use One Inventory Pool (Small Business) 474 Considered, not elected
Use Profit Level Indicator to Determine Aggregate TI 1.482-1T(f)(1) Considered, not elected
Use Def'd Inc. Method of Acctg. - Frgn. Legal Restr. 1.482-1(h)(2)(iii) Considered, not elected
Compute Depletion for Marginal Wells as Primary 613A(c)(5)(B) Considered, not elected
Treat Operating Mineral Interests as Sep. Prop. 614(b)(2) Considered, not elected
Aggregate Operating Mineral Interests in Mines 614(c)(1) Considered, not elected
Split Operating Mineral Interests in Mines 614(c)(2) Considered, not elected
Treat Mine Develop. Expenditures as Deferred Exp. 616(b) Considered, not elected
Capitalize Foreign Mine Development Expenditures 616(d) Considered, not elected
Currently Deduct Mine Exploration Expenditures 617(a) Considered, not elected
Recapture Prev. Deducted Mine Exploration Exp. 617(b) Considered, not elected
Capitalize Foreign Mine Exploration Expenditures 617(h) Considered, not elected
Consider Timber Cutting a Sale or Exchange 631(a) Considered, not elected
Accel. Disp. Date where Seller Retains Econ. Int. 631(b) Considered, not elected
*Insurance Composite Factors 845 Considered, not elected
Elect RIC status 851(b)(1) Considered, not elected
Elect to be a REIT 856(c)(1) Considered, not elected
Elect REMIC Treatment 860D(b)(1) Considered, not elected
Use Safe Harbor for Allocating State Inc. Tax Dedns. 1.861-8(e)(5)(D) Considered, not elected
Use FMV of Assets for Allocating Interest Expense 1.861-9T(h) Considered, not elected
Use Alt. Fgn. Base Periods for Allocating Int. Exp. 1.861-10(e)(2)(v) Considered, not elected
Use Alt. U.S. Base Periods for Allocating Int. Exp. 1.861-10(e)(3)(v) Considered, not elected
</TABLE>
Page 1 of 3 *Bold font denotes commonly missed elections
<PAGE>
Copyright 1995 KPMG Peat Marwick LLP KPMG/ELECTIONS Version 1.3
KPMG/ELECTIONS
Taxpayer Name: LOYOLA FEDERAL
Preparer Name: 0
Reviewer(s) Name: 0
Tax Year End: 12/31/94
Taxpayer Entity: Corporation
<TABLE>
<CAPTION>
ALL ELECTIONS
CODE SECTION ELECTION OUTCOME TAX YE REASONS/COMMENTS/
EXPLANATION
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Use Acquired Corp. History in Computing Ratios 1.861-10(e)(9)(iv) Considered, not elected
Use Disposed Corp. History in Computing Ratios 1.861-10(e)(9)(vi) Considered, not elected
Apply the Rules of Reg. Sec. 1.861-10(e) 1.861-10(e)(10)(ii) Considered, not elected
Use Gross Income Method to Allocate R&D Exp. 864(f) Considered, not elected
Real Prop. Inc. Effectively Connect with US Trd/Bus. 871(d) Considered, not elected
Reduce Fgn. Corp. Liab. for Branch Profits Tax Calc. 1.884-1(e)(3) Considered, not elected
Remain Engaged in U.S. Trade or Business 1.884-2T(b) Considered, not elected
Election to Increase Earnings and Profits 1.884-2T(d)(4) Considered, not elected
Specify Liab. that do not Give Rise to Branch Int. 1.884-4(b)(6)(iii) Considered, not elected
Treat Branch Interest as Paid in the Year of Accrual 1.884-4(c)(1) Considered, not elected
Fgn. Corp. Treated as a Domestic Corp. for FIRETA 897(i) Considered, not elected
Controlled Foreign Corporation Fiscal Year 898(c)(1)(B) Considered, not elected
Election of Foreign Tax Credit 901 Considered, not elected
Use Accrual Method of Claiming FTC 905(a) Considered, not elected
Use Alt. Meth. to Compute Pymt. Due FSC/Supplier 1.925(a)-1T(b)(2)(ii) Considered, not elected
Det. Pymt. Due FSC/Supplier on Product Line Basis 1.925(a)-1T(c)(8) Considered, not elected
FSC Marginal Costing Election 1.925(b)-1T Considered, not elected
*Election to be Treated as a FSC 927(f)(1)/922(a)(2) Considered, not elected
Election to be Treated as a Small FSC 927(f)(1)/922(b)(1) Considered, not elected
*Puerto Rico Possession Tax Credit 936(a) Considered, not elected
Take Reduced Credit (Poss. Corp) 936(a)(4) Considered, not elected
Allocate Intang. Inc. Bet. Poss. Corp. and US Affiliate 936(h) Considered, not elected
Related Person Ins. Inc. as Connect. with US Bus. 953(c)(3)(C) Considered, not elected
Foreign Ins. Company Treated as Domestic Corp. 953(d) Considered, not elected
Exclude Inc. from the Computation of Subpart F Inc. 954(b)(4) Considered, not elected
Election for Computing E&P of a CFC 964 Considered, not elected
Election to Use U.S. Dollar as Functional Currency 985(b)(3) Considered, not elected
Treat Foreign Currency Gain/Loss as Capital G/L 988(a)(1)(B) Considered, not elected
Regulated Futures Contracts & Nonequity Options 988(c)(1)(D) Considered, not elected
Election to be Treated as a DISC 992(b) Considered, not elected
Defer Gain on Involuntary Conversion 1033(a)(2) Considered, not elected
Defer Gain on Sale of Stock 1042 Considered, not elected
Election to Use Cash Method 1274A(c)(2)(D) Considered, not elected
Accrual on Basis of Constant Interest Rate 1276(b)(2) Considered, not elected
Include Market Discount Currently 1278(b) Considered, not elected
Mark PFIC/QEF Stock to Market 1291(d) Considered, not elected
Defer Tax on Undistributed QEF Inclusions 1294 Considered, not elected
Treated as a Qualified Electing Fund 1295(b) Considered, not elected
Det. PFIC Status Based on Adjust. Basis of Assets 1296(a) Considered, not elected
Election by Beneficiary of QSST 1361(d)(2) Considered, not elected
Election for S Corporation Status 1362(a) Considered, not elected
S Corp Termination Election 1362(e)(3) Considered, not elected
Elect to Distribute E & P First 1368(e)(3) Considered, not elected
Treat Distributions as Dividends (PTT Period) 1371(e)(2) Considered, not elected
Terminate S Corporation Year 1377(a)(2) Considered, not elected
Not to Defer Gain/Loss on Deferred Interco. Trans. 1.1502-13(c)(3) Considered, not elected
*Reduce Basis of Other Investment 1.1502-19(a)(6) Considered, not elected
Reattribute Departing Sub's Losses to Parent 1.1502-20(g) Considered, not elected
*Recontribute Deemed Div. to Sub. Capital 1.1502-32(f)(2) Considered, not elected
Allocate Tax Liabilities Among a Consol. Grp 1.1502-33(d)(3) Considered, not elected
Ratably Allocate Items in Short Period Returns 1.1502-76(b)(2) Considered, not elected
Disregard Period of 30 Days or Less 1.1502-76(b)(5) Considered, not elected
*Dual Consolidated Loss 1.1503-2(g)(2) Considered, not elected
Treat Can. or Mex. Sub as a Domestic Corp 1504(d) Considered, not elected
Allocate Tax Liabilities Among a Consol. Grp 1.1552-1(a) Considered, not elected
Controlled Group Allocations 1561 Considered, not elected
Treaty-based Return Disclosure 6114 Considered, not elected
Use Alternative Sch. of Months for Annualization 6655 Considered, not elected
- -----------------------------------------------------------------------------------------------------------------------------------
OTHER
- -----------------------------------------------------------------------------------------------------------------------------------
Pay Additional 1993 Taxes in Installments 1
Recompute Excludable Amts for Variable Annuities 1.72-4(d)(3)
Compute Separate Exclusion Ratios 1.72-6(d)
Treat Investments as Post-June 86 Investments 1.72-9
</TABLE>
Page 2 of 3 *Bold font denotes commonly missed elections
<PAGE>
Copyright 1995 KPMG Peat Marwick LLP KPMG/ELECTIONS Version 1.3
KPMG/ELECTIONS
Taxpayer Name: LOYOLA FEDERAL
Preparer Name: 0
Reviewer(s) Name: 0
Tax Year End: 12/31/94
Taxpayer Entity: Corporation
<TABLE>
<CAPTION>
ALL ELECTIONS
CODE SECTION ELECTION OUTCOME TAX YE REASONS/COMMENTS/
EXPLANATION
<S> <C> <C> <C> <C>
Include in Income Property Transferred for Services 83(b)
Exclusion of Gain From Sale of Princ. Residence 121
Include Cap Gains in Investment Interest Limit 163(d)(4)
Expense Depreciable Business Assets 179(c)
Deduct Moving Expenses 217(d)(2)
Five-Year Avging on a Lump-Sum Distribution 402(e)(4)(B)
Aggregate Rental Real Estate Activities 469(c)(7)(A)
Treat Distributions as Occurring in the Prior Yr 563(b)
*Partnership Required Year 706
Amortization of Organization Expenses 709(b)
Special Partnership Basis to Transferee 732(d)
*Optional Adj. to Basis of Ptrship Property 754
*Stmt With Respect to 734(b) Basis Adj. 754/734
*Stmt of Transferee Ptr for 743(b) Basis Adj. 754/743
Exclusion From Subchapter K 761(a)
Election of Foreign Tax Credit 901
*Election to Exclude Foreign Income 911(a)
Individual taxed at Corp. Rates on Subpart F Inc. 962
Treat Condemned Pers. Residence as a Sale 1034(i)(2)
Alternative Valuation of the Gross Estate 2032
Special Use Valuation Election 2032(A)
*QTIP Election 2056(b)(7)
Gift Split Election for Married Couples 2513(a)(2)
Life Estate for Donee Spouse for Marital Deduction 2523(f)
*Reverse QTIP Election 2652(a)(3)
Treat Nonres. Alien as a U.S. Resident 6013(g)
Nonres. Alien becomes a U.S. Resident 6013(h)
Extension of Time for Paying Estate Tax 6161
Ext. to Pay Tax on Reversionary or Remainder Int. 6163
Defer Estate Tax 6166
Treat Nonres. Alien as a U.S. Resident 7701(b)(4)
</TABLE>
Page 3 of 3 *Bold font denotes commonly missed elections
<PAGE>
Schedule 2.12A
Crestar - Absence of Claims
Crestar is engaged in a substantial number of lawsuits, but only a handful
are considered to be Material. For the purpose of this Schedule, Material
litigation is a suit, filed against Crestar or any of its Subsidiaries, which,
regardless of merit, claims damages in excess of $100,000. Summaries of these
claims are detailed on the attached pages.
-12-
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 2.12A
CRESTAR - ABSENCE OF CLAIMS
PENDING CRESTAR BANK DEFENDANT LITIGATION ($100,000 AND OVER) APRIL 26, 1995
Title Amount Sought Allegations Status
----- ------------- ----------- ------
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
POTENTIAL LITIGATION $600,000 compensatory and The City claims that Crestar sold it Crestar received a draft of
City of Williamsburg v. $500,000 punitive damages, unsuitable investments consisting of the City's claim on March
Crestar Bank, Crestar plus costs and attorneys' variable-rate, structured notes and other 14. Crestar expects to
Securities Corporation, fees government agency securities. It wants to meet with City officials
and Craig Dunbar recoup "market losses" for seven trans- shortly to discuss the
actions and, for three other transactions dispute.
the City claims were illegal investments,
to rescind those transactions.
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- ------------------------------------------------------------------------------------------------------------------------------------
Dana Fraction v. Crestar $600,000 compensatory and Plaintiff alleges racial and sexual Discovery process started.
Bank and Martin Patterson $350,000 punitive damages discrimination, denial of promotion, equal Trial scheduled for July
(initiated 12/21/94 in U.S. plus costs and attorneys' pay violation, retaliation, harassment, 13.
District Court in Richmond) fees demotion and constructive discharge
by Crestar Bank and Martin Patterson,
individually. Charges stem from denial of
promotion in May, 1993 to manager of QWR
Item Processing.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Charles and Kathryn Bishop $750,000 compensatory, Bishops contend that Crestar has been Hearing on Crestar's
v. Crestar Bank (initiated $2,500,000 punitive and improperly pressuring them to make pay- demurrer was held on
on 6/21/94 in Staunton $9,750,000 treble damages, ments on judgment Crestar obtained against December 9, and Crestar has
Circuit Court) plus attorneys' fees and them in 1984 for $75,700, plus interest submitted a follow-up
costs. and attorneys' fees. memorandum to the judge.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Fisherman of Men Apostolic $1,000,000 compensatory Plaintiff church, which had its roof blown Crestar filed a motion to
Church v. Aetna Casualty, damages and $1,000,000 off by a storm in March, 1993, alleges dismiss on July 7.
Crestar Bank ET. AL. punitive damages Crestar, which holds the church's mortgage, Discovery is proceeding.
(initiated 6/13/94 in D.C. breached its fiduciary duty by lending
Superior Court) $27,000 for the roof repair without
informing plaintiff of the existence of
insurance coverage for roof repairs.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas Cramer v. Crestar $3,100,000 compensatory Tom Cramer, who was Director of Information ERISA claim was settled for
Financial Corporation and and $4,000,000 punitive Systems for Continental Bank prior to $1,500; all other claims
Crestar Bank (initiated damages, plus attorneys' Crestar acquisition in May, 1993, alleged were dismissed, which Cramer
6/18/94 in Alexandria fees and costs. copyright infringement related to Crestar's is appealing. Court awarded
Federal Court) use of point-of-sale software developed by Crestar $70,100 in
Cramer, breach of contract for failure to attorneys' fees and $5,300
hire him, ERISA violations for failure to in costs under copyright
provide him a pension plan document, statute. Dismissal being
failure to pay him severance pay and appealed to 4th Circuit
defamation for circulating rumors of theft Court of Appeals.
of software manuals.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
NOTE: Listing excludes accident cases fully covered by premises liability insurance.
</TABLE>
Page 1 of 3
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 2.12A
CRESTAR - ABSENCE OF CLAIMS
PENDING CRESTAR BANK DEFENDANT LITIGATION ($100,000 AND OVER) APRIL 26, 1995
Title Amount Sought Allegations Status
----- ------------- ----------- ------
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Life and Casualty Co. $1,082,000 Aetna has paid company on employee dis- Crestar has requested and
v. Crestar Bank (on behalf honesty bond and now demands repayment received additional infor-
of policyholder: Systems from Crestar, the drawee bank, on forged mation, including copies of
Research Applications, Inc.) endorsements of multiple items. the checks claimed. Crestar
(initiated 5/11/94) is in the process of making
demands upon four depository
banks. No action has been
pursued by Aetna.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Eula Dozier and others Refund of any excess Purported class action contending that Court dismissed case on
similarly situated v. balances, plus reasonable Crestar Mortgage overescrows for taxes and November 17 for "forum non
Crestar Mortgage attorneys' fees and costs. insurance in violation of federal Real conveniens." Plaintiffs
Corporation (initiated Estate Settlement Procedures Act mortgage remain free to reopen case
1/18/94 in NYS Supreme escrow provisions. Over last several in Virginia.
Court) years, plaintiff's attorneys have brought
similar class action suits against mortgage
lenders nation-wide, all of which have been
settled.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Wayne Smith v. Crestar $250,000 plus interest and Smith claims that Crestar wrongfully Smith filed bankruptcy.
Bank (initiated 3/15/93 in costs. repossessed 48' boat that Smith used for Trustee must determine
Norfolk Circuit chartering and that boat sank and became whether to prosecute any
Court; venue now in damaged under Crestar's care. claims that Smith may have.
Hopewell)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Michael Jackson, ET. AL. v. Undetermined (release of Class action suit was brought by former D.C. District Court entered
Crestar Bank (initiated liability on guaranteed students of Culinary School of Washington, summary judgment in favor of
4/26/91 in U.S. District student loans aggregating seeking release of their liability on defendants on January 6,
Court in D.C.) $3.5 million) student loans because of fraud and mis- 1993. D.C. Circuit Appeals
representation of the school. Court affirmed and denied
motion to rehear.
Plaintiffs have petitioned
the U.S. Supreme Court to
hear the case.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 3
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 2.12A
CRESTAR - ABSENCE OF CLAIMS
PENDING CRESTAR BANK DEFENDANT LITIGATION ($100,000 AND OVER) APRIL 26, 1995
Title Amount Sought Allegations Status
----- ------------- ----------- ------
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Brooks Cavin, ET AL. v. $1.3 million, including Cavin, as income beneficiary of the Nancy Trial completed in May,
Crestar Bank N.A., ET AL. damages, attorneys' fees, Cavin trust, alleges the Bank and Nancy 1994. Attorneys prepared
(initiated 10/29/92 in and refund of trustee Hirst, as co-trustees of the trust, finding of fact and con-
D.C. Superior Court) commissions refused to sell the major asset of the clusions of law for court's
trust (undeveloped real property in consideration in August.
Stafford County) when it was foreseeable Still awaiting court ruling.
that additional trust liquidity would be
necessary to support Cavin and his family.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Lopez Construction Co. v. Unknown (amount of bond(s) Writ of Summons served to toll statute of Waiting for Lopez to file
Crestar Bank N.A. (and at issue is evidently in limitations. Although no complaint has complaint. No change in
Peter Boyd) (initiated $50,000 range) been filed, Lopez contends Crestar officer status, as plaintiff has not
11/29/91) Peter Boyd misrepresented assets of filed any further pleading.
Crestar customer (Saulsgiver) and that
Lopez relied on Boyd's written represen-
tation in obtaining performance bond
underwritten by Saulsgiver.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Wogan Beneficiaries of $12,666,666 Seven Wogan brothers and sisters have On 1/27/95, judge ruled
Himes-Wogan Trusts v. alleged Crestar N.A. was negligent in (i) termination of trust
Crestar Bank N.A. failing to prevent self-dealing by a occurred on 7/6/94 and urged
(initiated 12/26/90) general partner of a $60 million real trustees to make a partial
estate partnership, half of which is owned principal distribution, even
by the three Himes-Wogan Trusts, (ii) before the decision to
allowing a court to name the Wogan's aunt appeal is made. Appeal
as successor co-trustee for her lifetime period expires on 4/22/95.
and (iii) mistakenly continuing the Settlement negotiations
Katrina Wogan Trust since 1966 when the continue.
trust should have terminated because of a
violation of the rule against perpetuities.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 3
<PAGE>
Schedule 2.12B
Loyola - Absence of Claims
Loyola is engaged in a substantial number of lawsuits, but only a handful
are considered to be Material. For the purpose of this Schedule, Material
litigation is a suit, filed against Loyola or any of its Subsidiaries, which,
regardless of merit, claims damages in excess of $100,000. Summaries of these
claims are detailed below.
LOYOLA FSB V. FICKLING
Loyola FSB loaned approximately $16 million in 1985 to Ocean Forest Plaza
Associates Limited Partnership ("Ocean Forest") to construct a hotel-condominium
project in Myrtle Beach, South Carolina. Shortly after this loan was made,
William A. Fickling, Jr., became a limited partner in Ocean Forest.
In March, 1987, Ocean Forest required more funds in order to complete the
project. Loyola FSB agreed to re-advance $1.1 million on the condition that Mr.
Fickling personally guarantee the re-advance and that Ocean Forest obtain
another source of financing its forecasted operating deficit until an adequate
number of units were sold. Mr. Fickling personally guaranteed the re-advance
from Loyola FSB. and arranged and guaranteed a $2.3 million operating capital
loan extended by First Union Bank of Macon, Georgia ("First Union").
In late 1988, the project failed and Loyola foreclosed on the project.
Loyola subsequently entered into a forbearance agreement with Ocean Forest and
its general partner (the "Forbearance Agreement") pursuant to which Ocean Forest
and its general partner agreed not to take steps which would hinder Loyola FSB's
efforts to expeditiously foreclose on the project. Loyola FSB. also agreed to
waive any claims against the general partner and most limited partners. Loyola
FSB. refused to waive its claims against Mr. Fickling.
On March 28, 1989, Loyola filed suit against Mr. Fickling in the United
States District Court for the Middle District of Georgia on his guarantee. The
Court was located in Macon, Georgia, Mr. Fickling's hometown and where his
company, Charter Medical Corporation, was the largest private employer. Mr.
Fickling denied that he had entered into an enforceable guarantee of Ocean
Forest's obligation. He later filed a counterclaim in which he alleged that
Loyola FSB. had been guilty of misrepresentation and fraud in both inducing him
to guarantee the $1.1 million re-advance by Loyola FSB, as well as the $2.3
million extended to Ocean Forest and in inducing First Union to make its loan,
and that Loyola FSB was liable to him as a result of having entered into the
Forbearance Agreement.
The Court granted summary judgment in Mr. Fickling's favor on Loyola FSB's
claim to enforce the guarantee. In a July, 1992 jury trial, Fickling was
awarded $2.7 million based upon his counterclaim. With post-judgment interest,
the amount of the judgment now stands at approximately $3.0 million. Loyola FSB
has taken an appeal to this ruling and currently the
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<PAGE>
Following issues are being reviewed by the United States Court of Appeals for
the Eleventh Circuit;
1. Whether the trial court had subject matter jurisdiction, given that
Loyola is a federally chartered corporation and contends that it is not
a citizen of any state for diversity purposes.
2. Whether the trial court properly granted Mr. Fickling summary judgment
concerning enforceability of his guarantee.
3. Whether Loyola FSB is liable to Mr. Fickling on his counterclaim.
Loyola FSB feels that there is substantial merit in its appeal. Loyola FSB is
fully reserved against any potential losses in this case, and Loyola FSB has
filed suit in South Carolina against the law firm which rendered an
enforceability opinion to Loyola FSB at the time it received the guarantee from
Fickling.
NEWTON, MAADEN ET AL V. LOYOLA WESTPALM LTD. PARTNERSHIP ET AL.
In December, 1991, Loyola Westpalm Ltd. Partnership ("Westpalm"), in which
a subsidiary of Loyola . is a general partner, accepted ownership of a Holiday
Inn in West Palm Beach as part of a workout of a troubled commercial loan. In
March, 1992, excessive generation of carbon-monoxide gas from gas-fired water
heaters and inadequate ventilation allegedly resulted in the carbon monoxide
poisoning of three college students who were registered guests at the hotel.
Two of the three students are fully recovered, however, one student is claiming
residual brain damage as a result of the accident. In May, 1993, an $11 million
suit was filed against the Westpalm, Holiday Inn, Inc., and PVI Industries. The
claims are believed to be fully covered by insurance. The insurance carrier is
providing a defense to the lawsuit and has established a reserve for the case.
Loyola believes it will not incur any losses as a result of this lawsuit.
FREDERICKS V. LOYOLA FSB
A former teller assigned to Loyola FSB's Bethesda Banking Center, after
being acquitted of a series of theft charges brought against her by the State of
Maryland, filed a suit against Loyola FSB alleging malicious prosecution,
defamation, intentional infliction of emotion distress, negligence in failing to
provide a safe work place and loss of consortium. The plaintiff claims in
excess of $50 million in compensatory and punitive damages. Loyola believes
that Ms. Frederick's claim will be defeated and Loyola FSB has counterclaimed
for approximately $6,000 in missing funds.
-14-
<PAGE>
BILHORN, ET AL. V. AUDUBON SQUARE JOINT VENTURE, ET AL.
This suit was brought by the owners of units in the Audubon Square
subdivision in the Circuit Court for Montgomery County on February 26, 1993.
The Audubon Square subdivision was developed and constructed in Gaithersburg
during the 1980's.
The complaint includes counts of negligence, strict liability, unfair or
deceptive trade practices, negligent misrepresentation and breach of contract.
It arises out of the alleged deterioration of fire retardant treated plywood,
which was utilized in the construction of the plaintiffs' homes. Plaintiffs
allege that defects in the FRT plywood have caused them substantial damages.
They have sued for $550,000 plus attorneys' fees and costs of suit.
The defendants in the litigation are Audubon Square Joint Venture (the
"Partnership"), Audubon Square, Inc., J.J.K. Development IV, Inc. ("J.J.K."),
Henry Witt ("Witt") and James Cafritz, Inc. ("Cafritz"). The Partnership,
properly known as Audubon Square Joint Venture Limited Partnership, was the
developer of the Audubon Square subdivision. The general partner of the
Partnership is Audubon Square, Inc., the stock of which is owned one-third each
by J.J.K., Witt and Cafritz. In addition, J.J.K., Witt and Cafritz are the
limited partners of the Partnership. Cafritz has brought third-party actions
against various treaters and suppliers of the FRT plywood.
J.J.K. is a wholly-owned subsidiary of Loyola Financial and Development
Corporation and J.J.K. has no assets. If the proceedings become burdensome,
J.J.K. may be placed in receivership or in bankruptcy. Loyola believes there is
little or no likelihood that the corporate veil of J.J.K. will be pierced.
IN RE: LYDIA YACHTS OF STUART, INC. - BANKRUPTCY COURT, SOUTHERN DISTRICT OF
FLORIDA
In January, 1994, Loyola FSB received a payment of $115,000 from Lydia
Yachts of Stuart, Inc. Loyola FSB had loaned over $100,000 to Pat and Nancy
Clemente ("Clemente") to purchase a boat from Ernest Stern ("Stern"), now
deceased, that was supposedly manufactured by Lydia Yachts, a company owned by
Stern. In fact, the boat had been built in Taiwan and was grossly defective.
Clemente filed suit against Stern, Lydia Yachts, Loyola FSB and others seeking
damages. When Clemente defaulted on the loan, Loyola FSB counterclaimed for the
balance due. Loyola FSB settled with Clemente, taking an assignment of any
judgment obtained against Lydia Yachts or the estate of Stern as partial
settlement. Midway through trial, Stern and Lydia Yachts settled the case with
the estate of Stern and Lydia Yachts, agreeing to pay $115,000.
Lydia Yachts made the payment at the request of the estate of Stern. The
payment was received by Loyola FSB Within days of receiving the payment, Lydia
Yachts was placed in involuntary bankruptcy, a fact which was not disclosed to
Loyola FSB until months later. The Trustee in Bankruptcy has now filed suit to
recover the $115,000 as a preferential payment or an unlawful post petition
transfer. In the meantime, in light of the bankruptcy, Loyola FSB has
-15-
<PAGE>
obtained a judgment against the estate of Stern (net worth estimated at $3
million) in the amount of $125,000. The judgment has been filed among the land
records in Pennsylvania, the location of the estate of Stern and much of the
estate's real estate. Loyola FSB has moved for an accounting (the first in six
years) or to have the personal representatives replaced. Loyola FSB believes
that if it must return the funds received from Lydia Yachts, Loyola FSB will
collect its judgment against the estate of Stern.
CHRISTIE CALDWELL V. MID-ATLANTIC FINANCIAL GROUP, INC.
The plaintiff was the branch manager of the mortgage loan office opened in
Greensboro, North Carolina in April, 1994, by Mid-Atlantic Financial Group, Inc.
("Mid-Atlantic"), an 80%-owned subsidiary of Loyola Consolidated, Inc., which is
a wholly-owned subsidiary of Loyola FSB. The plaintiff resigned a position with
Southern National Mortgage in order to take the job. The plaintiff promptly
hired two loan officers with whom she had worked for approximately seven years
to staff the office. Prior to her employment, she predicted that she and her
loan team would produce in excess of $50 million in loan volume for Mid-Atlantic
for 1994.
Both loan officers hired by the plaintiff resigned within a few months, and
the mortgage market rapidly declined because of rising interest rates and other
factors. After very poor loan volume, the office was closed in November, 1994,
and plaintiff's employment was terminated.
The plaintiff claims she had a three-year contract of employment with Mid-
Atlantic and that the contract was breached. Her claim for damages exceeds
$100,000. Management of Mid-Atlantic adamantly denies that there is an
employment contract and intends to vigorously defend this litigation filed in
Guilford County, North Carolina.
CELLI V. LOYOLA FSB
In 1992, Peter Celli, a former vice president of Loyola FSB, filed suit in
the Circuit Court for Baltimore City against Loyola FSB and John Mills, the
executive in charge of Loyola FSB's Consumer Lending Division. One count
alleged that the report Mr. Mills made to the Human Resources Department at Mr.
Celli's request outlining deficiencies in Mr. Celli's performance was defamatory
and demanded in excess of $100,000 in damages. Mr. Celli's second count alleged
that he was entitled to a pro-rata share of the bonus he might have received at
the end of the year, even though he left his employment in October, 1991.
Loyola believes both counts to be without merit. Early on, Loyola FSB offered
$7,000 to settle the matter. That offer was rejected and Loyola FSB proceeded
to defend the case. Summary judgment was granted to Loyola FSB in regard to the
second count at a hearing in January, 1995. In February, 1995, immediately
prior to trial by jury, summary judgment was granted to Loyola FSB on the
remaining count of defamation. Mr. Celli then moved to alter or amend the
judgment. Judge Davis denied these motions in March, 1995. Mr. Celli has now
appealed to the Maryland Court of Special Appeals.
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<PAGE>
Schedule 2.15
Loyola Benefit Plans
MEDICAL/HEALTH
1. Preferred Provider Program Health Coverage through Blue Cross and Blue
Shield (5)
2. Free State Health Plan Network - Blue Cross and Blue Shield HMO (5)
3. Prescription Drug Program through Blue Cross and Blue Shield (5)
4. Dental Plan through Blue Cross and Blue Shield (5)
5. Vision Plan through United Optical (5)
6. Flexible Benefits Plan of Loyola FSB (1)
7. Subsidiary Medical/Health:
a. Mid-Atlantic Financial Group, Inc. Key Care Plan (medical coverage
through Blue Cross and Blue Shield) (5)
b. Mid-Atlantic Financial Group, Inc. Dental Plan (dental coverage through
DMO Prudential) (5)
c. Southeastern Mortgage of Alabama Health Partners (medical coverage
through the Home Builders Association of Alabama) (5)
NOTE:
No representations are made with respect to filings for plan years beginning
prior to 1988.
Forms 5500 were filed in arrears and waivers of late filing penalties were
requested for the Loyola Medical and Dental Plan (items 1 through 4 above)
for the 1990 Plan Year and for the 1990 and 1991 Plan Years for the Flexible
Benefits Plan (item 6) . In addition Forms 5500 for the Medical and Dental
Plan and the Flexible Benefits Plan have been located only for the 1990,
1991, 1992 and 1993 Plan Years. Finally, no Forms 5500 have been located
for the Mid-Atlantic Financial Group, Inc. medical and dental plans.
As to items 1 through 5 and item 7, employee booklets describe the plans but
may not include all information required of formal plan documents or summary
plan descriptions.
As to items 1 through 7, no record of summary plan description filings with
the Department of Labor have been located.
-17-
<PAGE>
Employees who retire early under Loyola FSB's Pension Plan may continue
coverage under the Medical and Dental Plan at their own expense. Certain
retirees may not have received all notices under COBRA.
LIFE INSURANCE
1. Group Term Life - 2 1/4 times salary (5)
2. Accidental Death and Dismemberment - 2 1/4 times salary (5)
3. Maximizer Program - Additional Self-Purchased Family Eligible Life Insurance
4. Executive Life Insurance
a. Basic coverage of 2 1/4 times salary - carved out of regular benefit (2)
b. Executive Travel/Accident-equivalent to 6 times salary (1)
5. Subsidiary Life Insurance
a. Mid-Atlantic Financial Group, Inc. - 2 times earnings (5)
NOTE:
No representations are made with respect to filings for plan years beginning
prior to 1988.
Forms 5500 for the Loyola FSB Group Life and AD&D (items 1 and 2 above)
could be located only for the 1990, 1991, 1992 and 1993 Plan Years. Also,
no Forms 5500 have been located for the Mid-Atlantic Financial Group, Inc.
Life Insurance Plan (item 5 above).
As to items 1, 2 and 5 above, employee booklets describe the plans, but may
not include all information required of formal plan documents or summary
plan descriptions.
As to items 1, 2, and 5, no record of summary plan description filings with
the Department of Labor have been located.
RETIREMENT
1. Qualified Non-Contributory Pension Plan (Loyola FSB Pension Plan)(3)
2. Qualified 401(k) Plan - (Loyola FSB Profit Plus Plan) (1)
3. Executive Plans
a. Non-Qualified Supplemental Executive Retirement Plan (2)
-18-
<PAGE>
b. Non-Qualified Deferred Compensation Plan
1. Senior Executives (4)
2. Directors (4)
NOTE:
No representations are made with respect to filings for plan years beginning
prior to 1988.
As to items 1 and 2, no record of summary plan description filings with the
Department of Labor have been located.
TIME OFF WITH PAY
1. Holidays - 10 paid holidays (1)
2. Long Term Disability after 90 days of continuous absence (1)
3. Personal Days - Maximum of 3 -- dependent upon service (1)
4. Sick Days - Maximum of 13 weeks -- dependent upon service (1)
5. Vacation - Maximum of 4 weeks -- dependent upon service (1)
6. Vacation Buy/Sell Provision -- Maximum 5 days (1)
7. Subsidiary Time Off With Pay
a. Mid-Atlantic Financial Group, Inc. Long Term Income Disability Plan (5)
NOTE:
No representations are made with respect to filings for plan years beginning
prior to 1988.
Forms 5500 for the Loyola FSB Long Term Disability Plan (item 2 above) could
be located only for the 1993, 1992, 1991 and 1990 Plan Years. Also, no
Forms 5500 have been located for the Mid-Atlantic Financial Group, Inc. Long
Term Disability Plan.
As to items 2 and 7, employee booklets describe the plans but may not
include all information required of formal plan documents or summary plan
descriptions.
As to items 2 and 7, no record of summary plan description filings with the
Department of Labor have been located.
-19-
<PAGE>
MISCELLANEOUS
1. Dependent Care Flexible Spending Account (1)
2. Employee Assistance Program through Prime, Inc. (1)
3. Locate Child Care Service (1)
4. Subsidized Lunch Program (1)
5. Tuition Assistance Program (1)
6. Exercise Room (1)
7. Executive Programs (1)
a. Automobiles
b. Mobile Telephones
c. Stock Options
d. Country Club Memberships (Selected officers)
8. Severance Policy (1)
9. Mid-Atlantic Financial Group, Inc. Employee Educational Assistance Plan (1)
NOTE:
No representations are made with respect to filings for plan years beginning
prior to 1988.
No Forms 5500 have been located for Loyola FSB's Severance Policy (item 8)
or for the Mid-Atlantic Financial Group, Inc. Employee Educational
Assistance Plan. Forms 5500 for the EAP Plan and Tuition Assistance Plan
(items 2 and 5 above) could be located only for the 1990, 1992 and 1993 Plan
Years.
As to items 2, 5 and 8 above, employee booklets describe the plans, but may
not include all information required of formal plan documents or summary
plan descriptions.
As to items 1, 2, 5 and 8 above, no record of summary plan description
filings with the Department of Labor have been located.
_________________
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<PAGE>
(1) Funded from current operating expenses annually.
(2) Funded by life insurance policies, the premiums of which are funded
annually from current operations.
(3) Currently fully funded by assets held with trustee.
(4) Funded solely by participating individuals. No contribution by Loyola FSB.
(5) Funded by insurance policies, portions of the premiums of which are funded
annually from current operations.
-21-
<PAGE>
<TABLE>
<CAPTION>
Schedule 2.22
Environmental Matters
UNDERGROUND STORAGE TANKS (UST's)
- ---------------------------------
LEASED OR
LOCATION OWNED TANK SIZE/TYPE REMARKS
-------- ----- -------------- -------
<S> <C> <C> <C>
Operations Center Owned 10,000 gallon - Heating Fuel Registered with Maryland Department of Environment (MDE).
No testing required.
Headquarters Facility Owned 10,000 gallon - Heating Fuel Registered with MDE. Tested 10/91 - passed.
3,000 gallon - Heating Fuel Abandoned in place 1/92. Closure letter pending from
MDE.
Rockville Banking Center Owned 1,000 gallon - Heating Fuel Registered with MDE. Tested 8/92 - passed.
Clinton Banking Center Owned 550 gallon - Heating Fuel Registered with MDE. Tested 8/92 - passed.
Bel Air Banking Center Owned 6,000 gallon - Heating Fuel Registered with MDE. Tested 8/92 - passed.
Cockeysville Banking Center Owned 1,000 gallon - Heating Fuel Registered with MDE. Tested 8/92 - passed.
Tank later removed in 1993 after leak was detected in
copper fuel line. Gas service was then installed. All
contaminated soils were recycled by Soil Recycling
Technologies, Inc.
Other miscellaneous tanks - These miscellaneous tanks existed on the property when
sizes and types unknown the location was a Phillips 66 gasoline service station.
During Loyola's construction, the tanks were removed by
Maryland Pump & Tank in March 1978. No problems are
known to exist.
Ellicott City Banking Center Owned Miscellaneous Site was previously a Phillips 66 gas service station.
No documentation exists on the disposition of the UST's.
The facility was constructed about the same time as
Cockeysville and, therefore, we assume that any UST's
would have been removed as they were in Cockeysville.
Annapolis Banking Center Owned Various - ranged between 500 and Site was a former Amoco gas station containing 9 UST's.
and Administration Building 8,000 gallons. Heating fuel and According to Amoco, tanks were removed in 8/81. RTC as
gasoline Receiver for Second National Savings Bank ordered Phase I
and II Environmental audits of site. Some minimal
contamination was reported in sampling. The MDE has
subsequently issued a closure letter.
</TABLE>
-22-
<PAGE>
<TABLE>
<CAPTION>
LEASED OR
LOCATION OWNED TANK SIZE/TYPE REMARKS
-------- ----- -------------- -------
<S> <C> <C> <C>
Emmorton Banking Center Leased Unknown Site was previously an Exxon gas service station with
numerous UST's. All tanks were removed. Some
contaminated soils were found while taking soil borings
for our construction. Problems were brought to the
attention of the MDE. After reviewing the findings, MDE
reported that no further action was necessary. No
remaining problems are known to exist.
Parkville Banking Center Leased Unknown Site was formerly a Phillips Petroleum service station,
completed around 1965. No documentation is available
with respect to the removal or abandonment of any UST's.
We do know that when Admiral Builders took over the
property in an assignment, Phillips transferred its
interest in the building and improvements in an "as is"
condition. We are currently unaware of any environmental
problems at this location.
Pikesville Banking Center Leased (3) 12,000 gallon - gasoline Location was previously a Shell Oil service station. All
(1) 550 gallon - fuel oil tanks were removed by Carteret Savings Bank around 8/87.
(1) 550 gallon waste oil No remaining problems are known to exist.
ENVIRONMENTAL HAZARDS:
Headquarters Owned Asbestos Containing Material Built during 1925, this facility has ACM on interior
(ACM) structural members and environmental systems. In 1987 a
section of one boiler was replaced by Harvey A. Stambaugh
& Sons, Inc., boiler repair specialist, which required
some ACM removal and encapsulation. All ACM's were
handled in accordance with current laws. In 1993 removal
and encapsulation of a small amount of ACM in two
mechanical rooms was performed by Oneil M. Banks, Inc.
This ACM had been disturbed by mechanical contractors and
the clean up was performed pursuant to all current laws.
A subsequent (1/26/94) indoor air quality test found NO
concentrations of any air contaminants which exceeded
OSHA permissible exposure levels.
Headquarters and Operations Owned Fluorescent Lights The older magnetic light ballasts with polychlorinated
Center biphenyl (PCB) have been replaced with new energy saving
electronic ballasts, PCB free.
Cathode Ray Tubes (CRT's) Some Cathode Ray Tubes (CRT's), dumb terminals, may
exist at these two locations. If they do, they are very
few in number.
Miscellaneous Branch Offices Fluorescent Lights PCB containing light ballasts may exist in some of our
older branches, although we are currently not aware of
their locations.
</TABLE>
-23-
<PAGE>
<TABLE>
<CAPTION>
LEASED OR
LOCATION OWNED TANK SIZE/TYPE REMARKS
-------- ----- -------------- -------
<S> <C> <C> <C>
Cathode Ray Tubes (CRT's) No CRT's are known to exist in the branch office
locations.
Loyola's environmental policies and procedures are attached.
</TABLE>
-24-
<PAGE>
LOYOLA EXHIBIT A LOYOLA F.S.B.
- --------------------------------------------------------------------------------
MEMORANDUM
DATE: MARCH 9, 1993
TO: THOMAS R. MARVEL
FROM: A. GREGORY MANUEL
SUBJECT: ENVIRONMENTAL POLICY
Listed below is proposed language to be included in the ENVIRONMENTAL
POLICY section of the Construction Commercial Department's Real Estate
Lending Guidelines.
For construction loans where an Environmental Engineer's Report will be
necessary:
ENVIRONMENTAL POLICY
As a condition of loan approval for land or land acquisition and
development loans or commercial construction loans, the Bank shall obtain
a Phase I Environmental Assessment Report from an environmental engineer,
which report and engineer shall be satisfactory to the Bank. This report
is to state that the Property does not show any visible signs of oil,
hazardous waste, toxic substances, chemical matter, other pollutants or
any other chemical materials or substances, exposure to which is
prohibited, limited or prohibited, limited or regulated by any federal,
state, regional or local authority or which, even if not so regulated, may
or could pose a hazard to the health, safety or occupants of the property
adjacent to the Property.
The Engineer is to certify in the conclusion of the report that no further
testing is necessary. If, however, it is suggested within the report that
further examination such as soil testing is required (Phase II report) the
Bank at its sole discretion shall instruct the Engineer to proceed with
further evaluation and follow their recommendation leading to a clean
certification, or cancel the loan.
For a commercial property where an Environmental Engineer's Report will be
necessary:
ENVIRONMENTAL POLICY
As a condition of loan approval for commercial permanent mortgage loans,
the Bank shall obtain a Phase I Environmental Assessment Report, which
report and engineer shall be satisfactory to the Bank. The report shall
state that within the property the following was not observed: (a)
asbestos in any form; (b) urea formaldehyde foam insulation; (c)
transformers or other equipment which contain dielectric fluid containing
levels of polychlorinated biphenyl in excess of 50 parts per million; and
(d) any oil, hazardous waste, toxic substances, chemical
<PAGE>
matter, other pollutants or any other chemical materials or substances,
exposure or local authority or which, even if not so requlated, may or
could pose a hazard to the health, safety or occupants of the property
adjacent to the Property.
The Engineer is to certify in the conclusion of the report that no further
testing is necessary. If, however, in this report any of the above named
substances are found, the Bank's policy will be to accept any
recommendations the Engineer may suggest to remedy the problem as a
condition of loan closing, or at the Bank's option cancel the loan.
The above information should probably follow the Appraisal Section in the
guidelines.
Please advise me of any changes or comments you may have and how we should
proceed.
/s/ A. Gregory Manuel
- -------------------------------
AGM
cc: Charles Turnbaugh
<PAGE>
Schedule 2.25
Classified Assets as of March 31, 1995 in excess of $1 Million
<TABLE>
<CAPTION>
Special
Name Asset Type Mention* Substandard* Loss* Total
---- ---------- -------- ------------ ----- -----
<S> <C> <C> <C> <C> <C>
Brighton Suites Hotel Commercial 3,608,566 $ 3,608,566
Mortgage
Huntington Commercial 3,764,203 3,764,203
Mortgage
Gaslamp Square Commercial 1,458,019 1,458,019
Mortgage
Turtle Creek Commercial 3,200,000 3,200,000
Mortgage
Ocean Forest Plaza REO 1,412,661 217,000 1,629,661
Myrtle Beach Golf & Yacht REO 436,876 1,181,522 1,618,398
Plata Grande Columbia REO 2,878,991 540,000 3,418,991
Plata Grande Calverton REO 1,098,000 1,402,000 2,500,000
Ramada Hotel Calverton REO 3,297,295 1,780,000 5,077,295
Fickling Commercial 3,800,000 3,800,000
Mortgage
Bay Country Woods Real estate 996,305 518,264 1,514,569
joint venture
Green Valley Manor Real estate 728,315 367,577 1,095,892
joint venture
Huntridge Real estate 969,789 151,545 1,121,334
joint venture
Fox Meadows Real estate 1,826,727 279,169 2,105,896
joint venture
-25-
<PAGE>
Beacon Hill Real estate 976,942 358,000 1,334,942
projects
Branch's Colony Real estate 1,305,408 100,000 1,405,408
projects
Sugar Creek Real estate 1,188,495 405,000 1,593,495
projects ---------- ---------- ---------- -----------
Intercompany loans to 1,006,007 1,006,007
Mid-Atlantic Builders, Inc. in
excess of project investments
noted above
TOTAL $3,608,566 25,544,033 11,100,077 $41,252,676
---------- ---------- ---------- -----------
---------- ---------- ---------- -----------
<FN>
_______________
* Includes all assets classified as Special Mention, Substandard, or Loss. There are no assets classified as Doubtful in excess
of $1,000,000.
</TABLE>
-26-
<PAGE>
Schedule 2.28
Loan Servicing Rights
as of March 31, 1995 (3)
Investor #Loans Balance
-------- ------ -------
FHLMC 4,821 $ 349,940,925 (1)
FNMA 13,152 940,598,565 (1)
GNMA 3,033 241,175,237 (1)
Loyola FSB 14,888 1,503,199,446 (2)
Loyola 112 3,786,070 (4)
Private 2,744 109,504,809 (1)
----- -------------
Total Serviced 38,750 $3,148,205,052
------ --------------
------ --------------
Loyola FSB Asset Portfolio Serviced by Others
#Loans Balance
------ -------
Participation Purchased 775 $18,709,341
Whole Loans Purchased 216 22,602,136
--- -----------
Total 991 $41,311,477
--- -----------
--- -----------
__________________
(1) Includes only single-family residential mortgage loans.
(2) Includes single-family residential, multi-family and commercial real estate
mortgage loans.
(3) This Schedule 2.28 does not include the following:
(a) Construction loans owned and/or serviced by Loyola FSB and its
subsidiaries, for their own portfolios or for other investors.
(b) Consumer and commercial loans serviced by Loyola FSB for its own
portfolio.
(4) Includes mortgage participations only.
-27-
<PAGE>
Schedule 3.1
Form of Stock Option Agreement
See attached
-28-
<PAGE>
4/27/95
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT ("Option Agreement") dated as of April 27,
1995, between LOYOLA CAPITAL CORPORATION ("Loyola"), a Maryland corporation,
and CRESTAR FINANCIAL CORPORATION ("Crestar"), a Virginia corporation,
recites and provides:
A. The Boards of Directors of Loyola and Crestar have approved a
binding letter of agreement dated April 27, 1995 (the "Letter Agreement") (to
be merged into a definitive agreement (the "Merger Agreement")) providing for
the merger (the "Merger") of Loyola with and into Crestar.
B. As a condition to and as consideration for Crestar's entry into the
Letter Agreement and the Merger Agreement and to induce such entry, Loyola
has agreed to grant to Crestar the option set forth herein to purchase
authorized but unissued shares of Loyola Common Stock.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS.
Capitalized terms defined in the Letter Agreement or the Merger
Agreement and used herein shall have the same meanings as in the Letter
Agreement or the Merger Agreement, as the case may be.
2. GRANT OF OPTION.
Subject to the terms and conditions set forth herein, Loyola hereby
grants to Crestar an option (the "Option") to purchase up to 1,613,442 shares
of Loyola Common Stock at an exercise price of $25.00 per share payable in
cash as provided in SECTION 4; provided, however, that in the event Loyola
issues or agrees to issue any shares of Loyola Common Stock (other than as
permitted under the Letter Agreement and the Merger Agreement) at a price
less than $25.00 per share (as adjusted pursuant to SECTION 6), the exercise
price shall be such lesser price.
3. EXERCISE OF OPTION.
(a) Unless Crestar shall have breached in any material respect any
material covenant or representation contained in the Letter Agreement or the
Merger Agreement and such breach has not been cured, Crestar may exercise the
Option, in whole or part, at any time or from time to time if a Purchase
Event (as defined below) shall have occurred and be
<PAGE>
continuing; PROVIDED that to the extent the Option shall not have been
exercised, it shall terminate and be of no further force and effect (i) on
the Effective Date of the Merger, or (ii) upon termination of the Letter
Agreement or the Merger Agreement in accordance with the provisions thereof
(other than a termination resulting from a willful breach by Loyola of any
Specified Covenant or, following the occurrence of a Purchase Event, failure
of Loyola's stockholders to approve the Merger Agreement by the vote required
under applicable law or under Loyola's Charter), or (iii) 12 months after
termination of the Letter Agreement or the Merger Agreement due to a willful
breach by Loyola of any Specified Covenant or, following the occurrence of a
Purchase Event, failure of Loyola's stockholders to approve the Merger
Agreement by the vote required under applicable law or under Loyola's
Charter. Any exercise of the Option shall be subject to compliance with
applicable provisions of law.
(b) As used herein, a "Purchase Event" shall mean any of the
following events or transactions occurring after the date hereof:
(i) Loyola or Loyola Federal Savings Bank (the "Savings
Bank"), without having received Crestar's prior written consent, shall have
entered into an agreement with any person (x) to merge or consolidate, or
enter into any similar transaction, except as contemplated in the Letter
Agreement or the Merger Agreement, (y) to purchase, lease or otherwise
acquire all or substantially all of the assets of Loyola or the Savings Bank,
or (z) to purchase or otherwise acquire (including by way of merger,
consolidation, share exchange or any similar transaction) securities
representing 10% or more of the voting power of Loyola or the Savings Bank;
(ii) any person (other than Loyola or the Savings Bank in a
fiduciary capacity, or Crestar, Crestar Bank, Crestar Bank N.A. or Crestar
Bank MD in a fiduciary capacity) shall have acquired beneficial ownership or
the right to acquire beneficial ownership of 15% or more of the outstanding
shares of Loyola Common Stock after the date hereof (the term "beneficial
ownership" for purposes of this Option Agreement having the meaning assigned
thereto in Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the regulations promulgated thereunder);
(iii) any person shall have made a bona fide proposal to
Loyola by public announcement or written communication that is or becomes the
subject of public disclosure to acquire Loyola or Savings Bank by merger,
consolidation, purchase of all or substantially all of its assets or any
other similar transaction, and following such bona fide proposal the
stockholders of Loyola vote not to adopt the Merger Agreement; or
(iv) Loyola shall have willfully breached any Specified
Covenant following a bona fide proposal to Loyola or the Savings Bank to
acquire Loyola or the Savings Bank by merger, consolidation, purchase of all
or substantially all of its assets or any other similar transaction, which
breach would entitle Crestar to terminate the Letter Agreement or the Merger
Agreement (without regard to the cure periods provided for
-2-
<PAGE>
therein) and such breach shall not have been cured prior to the Notice Date
(as defined below).
If more than one of the transactions giving rise to a
Purchase Event under this SECTION 3(b) is undertaken or effected, then all
such transactions shall give rise only to one Purchase Event, which Purchase
Event shall be deemed continuing for all purposes hereunder until all such
transactions are abandoned. As used in this Option Agreement, "person" shall
have the meanings specified in Sections 3(a)(9) and 13(d)(3) of the Exchange
Act.
(c) In the event Crestar wishes to exercise the Option, it shall
send to Loyola a written notice (the date of which being herein referred to
as the "Notice Date") specifying (i) the total number of shares it will
purchase pursuant to such exercise, and (ii) a place and date not earlier
than three business days nor later than 60 business days after the Notice
Date for the closing of such purchase ("Closing Date"); provided that if
prior notification to or approval of any federal or state regulatory agency
is required in connection with such purchase, Crestar shall promptly file the
required notice or application for approval and shall expeditiously process
the same and the period of time that otherwise would run pursuant to this
sentence shall run instead from the date on which any required notification
period has expired or been terminated or such approval has been obtained and
any requisite waiting period shall have passed.
(d) As used herein, "Specified Covenant" means any covenant
contained in Section 6 of the Letter Agreement and SECTIONS 1.8, 4.1, 4.2,
4.4, 4.5, 4.6, 4.8, 4.9, 4.11 OR 4.13 of the draft Merger Agreement, the
table of contents of which is attached hereto, and, after its execution,
comparable provisions in the Merger Agreement.
4. PAYMENT AND DELIVERY OF CERTIFICATES.
(a) At the closing referred to in SECTION 3, Crestar shall pay to
Loyola the aggregate purchase price for the shares of Loyola Common Stock
purchased pursuant to the exercise of the Option in immediately available
funds by a wire transfer to a bank account designated by Loyola.
(b) At such closing, simultaneously with the delivery of funds as
provided in SUBSECTION (a), Loyola shall deliver to Crestar a certificate or
certificates representing the number of shares of Loyola Common Stock
purchased by Crestar, and Crestar shall deliver to Loyola a letter agreeing
that Crestar will not offer to sell or otherwise dispose of such shares in
violation of applicable law or the provisions of this Option Agreement.
(c) Certificates for Loyola Common Stock delivered at a closing
hereunder may be endorsed with a restrictive legend which shall read
substantially as follows:
-3-
<PAGE>
"The transfer of the shares represented by this certificate is
subject to certain provisions of a Stock Option Agreement between the
registered holder hereof and Loyola Capital Corporation and to resale
restrictions arising under the Securities Act of 1933, as amended, a copy of
which agreement is on file at the principal office of Loyola Capital
Corporation. A copy of such agreement will be provided to the holder hereof
without charge upon receipt by Loyola Capital Corporation of a written
request."
It is understood and agreed that the above legend shall be removed
by delivery of substitute certificate(s) without such legend if Crestar shall
have delivered to Loyola a copy of a letter from the staff of the Commission,
or an opinion of counsel, in form and substance satisfactory to Loyola, to
the effect that such legend is not required for purposes of the Securities
Act.
5. REPRESENTATIONS.
Loyola represents, warrants and covenants to Crestar as follows:
(a) Loyola shall at all times maintain sufficient authorized but
unissued shares of Loyola Common Stock so that the Option may be exercised
without authorization of additional shares of Loyola Common Stock.
(b) The shares to be issued upon due exercise, in whole or in part,
of the Option, when paid for as provided herein, will be duly authorized,
validly issued, fully paid and nonassessable.
6. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
In the event of any change in Loyola Common Stock by reason of stock
dividends, split-ups, mergers, recapitalizations, combinations, exchanges of
shares or the like, the type and number of shares subject to the Option, and
the purchase price per share, as the case may be, shall be adjusted
appropriately. In the event that any additional shares of Loyola Common Stock
are issued or otherwise become outstanding after the date of this Option
Agreement (other than pursuant to this Option Agreement), the number of
shares of Loyola Common Stock subject to the Option shall be adjusted so
that, after such issuance, it equals 19.9% of the number of shares of Loyola
Common Stock then issued and outstanding without giving effect to any shares
subject or issued pursuant to the Option. Nothing contained in this SECTION 6
shall be deemed to authorize Loyola to breach any provision of the Letter
Agreement or the Merger Agreement.
7. REGISTRATION RIGHTS.
If requested by Crestar, Loyola shall as expeditiously as possible
file a registration statement on a form of general use under the Securities
Act if necessary in order to permit the sale or other disposition of the
shares of Loyola Common Stock that have been
-4-
<PAGE>
acquired upon exercise of the Option in accordance with the intended method
of sale or other disposition requested by Crestar. Crestar shall provide all
information reasonably requested by Loyola for inclusion in any registration
statement to be filed hereunder. Loyola will use its best efforts to cause
such registration statement first to become effective and then to remain
effective for such period not in excess of 270 days from the day such
registration statement first becomes effective as may be reasonably necessary
to effect such sales or other dispositions. The first registration effected
under this SECTION 7 shall be Loyola's expense except for underwriting
commissions and the fees and disbursements of Crestar's counsel attributable
to the registration of such Loyola Common Stock. A second registration may be
requested hereunder at Crestar's expense. In no event shall Loyola be
required to effect more than two registrations hereunder. The filing of any
registration statement hereunder may be delayed for such period of time as
may reasonably be required to facilitate any public distribution by Loyola of
Loyola Common Stock. If requested by Crestar, in connection with any such
registration, Loyola will become a party to any underwriting agreement
relating to the sale of such shares, but only to the extent of obligating
itself in respect of representations, warranties, indemnities and other
agreements customarily included in such underwriting agreements. Upon
receiving any request from Crestar or assignee thereof under this SECTION 7,
Loyola agrees to send a copy thereof to Crestar and to any assignee thereof
known to Loyola, in each case by promptly mailing the same, postage prepaid,
to the address of record of the persons entitled to receive such copies.
8. SEVERABILITY.
If any term, provision, covenant or restriction contained in this
Option Agreement is held by a court or a federal or state regulatory agency
of competent jurisdiction to be invalid, void or unenforceable, the remainder
of the terms, provisions and covenants and restrictions contained in this
Option Agreement shall remain in full force and effect, and shall in no way
be affected, impaired or invalidated. If for any reason such court or
regulatory agency determines that the Option will not permit the holder to
acquire the full number of shares of Loyola Common Stock provided in SECTION
2 (as adjusted pursuant to SECTION 6), it is the express intention of Loyola
to allow the holder to acquire such lesser number of shares as may be
permissible, without any amendment or modification hereof.
9. MISCELLANEOUS.
(a) EXPENSES. Except as otherwise provided herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.
(b) ENTIRE AGREEMENT. Except as otherwise expressly provided
herein, this Option Agreement contains the entire agreement between the
parties with respect to the transactions contemplated hereunder and
supersedes all prior arrangements or understandings with respect thereto,
written or oral. The terms and conditions of this Option Agreement
-5-
<PAGE>
shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns. Nothing in this Option Agreement,
expressed or implied, is intended to confer upon any party, other than the
parties hereto, and their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Option
Agreement, except as expressly provided herein.
(c) ASSIGNMENT. Neither of the parties hereto may assign any of
its rights or obligations under this Option Agreement or the Option created
hereunder to any other person, without the express written consent of the
other party, except that in the event a Purchase Event shall have occurred
and be continuing Crestar may assign in whole or in part its rights and
obligations hereunder; provided, however, that to the extent required by
applicable regulatory authorities, Crestar may not assign its rights under
the Option except in (i) a widely dispersed public distribution, (ii) a
private placement in which no one party acquires the right to purchase in
excess of 2% of the voting shares of Loyola, (iii) an assignment to a single
party (e.g., a broker or investment banker) for the purpose of conducting a
widely dispersed public distribution on Crestar's behalf, or (iv) any other
manner approved by applicable regulatory authorities.
(d) NOTICES. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if
delivered in the manner and to the addresses provided for in or pursuant to
SECTION 8.4 of the draft Merger Agreement and, after its execution, the
Merger Agreement.
(e) COUNTERPARTS. This Option Agreement may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute but
one agreement.
(f) SPECIFIC PERFORMANCE. The parties agree that damages would be
an inadequate remedy for a breach of the provisions of this Option Agreement
by either party hereto and that this Option Agreement may be enforced by
either party hereto through injunctive or other equitable relief.
(g) GOVERNING LAW. This Option Agreement shall be governed by and
construed in accordance with the laws of Virginia applicable to agreements
made and entirely to be performed within such state and such federal laws as
may be applicable.
-6-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has executed this
Option Agreement as of the day and year first written above.
LOYOLA CAPITAL CORPORATION
By: /s/ Joseph W. Mosmiller
---------------------------------
Joseph W. Mosmiller
Chairman of the Board and
Chief Executive Officer
CRESTAR FINANCIAL CORPORATION
By: /s/ Richard G. Tilghman
---------------------------------
Richard G. Tilghman
Chairman of the Board and
Chief Executive Officer
-7-
<PAGE>
Schedule 3.2
Affiliates of Loyola
Name Position
- ---- --------
Joseph W. Mosmiller Chairman of the Board and Chief Executive Officer
James C. Johnson President, Chief Operating Officer and Director
H. Mebane Turner Director
William G. Scaggs Director
C. Gordon Haines Director
John T. Stinson Director
Harry K. Wells Director
Morton J. Macks Director
James V. McAveney Executive Vice President - Chief Financial Officer and
Treasurer
William A. Wycoff Executive Vice President - Community Banking, Marketing
and Administration Division
Thomas R. Marvel Executive Vice President - Lending Division
Charles C. Schmitt Executive Vice President - Operations Division
-29-
<PAGE>
Schedule 4.2
Conduct of Business of Loyola
Schedule 6.3(c) showing certain supplemental retirement benefits is
incorporated herein.
-30-
<PAGE>
Schedule 6.3
Employee Benefits
(a) Contract Employees
(1) Loyola Capital Corporation
Joseph W. Mosmiller
James C. Johnson
(2) Loyola Federal Savings Bank
Joseph W. Mosmiller
James C. Johnson
Thomas R. Marvel
William A. Wycoff
James V. McAveney
Charles C. Schmitt
David F. Noyes
John A. Nicodemus
Linda A. Stadtler
(3) Mid-Atlantic Financial Group, Inc.
John F. Carroll, III
Thomas M. King
(4) Loyola Financial and Development Corporation
George F. Adams
(b) Employment Agreements:
(1) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola Capital
Corporation and Joseph W. Mosmiller.
(2) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola FSB and Joseph
W. Mosmiller.
(3) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola Capital
Corporation and James C. Johnson.
(4) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola FSB and James
C. Johnson.
-31-
<PAGE>
(5) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola FSB and
William A. Wycoff.
(6) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola FSB and James
V. McAveney.
(7) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola FSB and
Charles C. Schmitt.
(8) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola FSB and Thomas
R. Marvel.
(9) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Mid-Atlantic
Financial Group, Inc. and Thomas M. King.
(10) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Mid-Atlantic
Financial Group, Inc. and John F. Carroll, III.
(11) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) by and between Loyola FSB,
Bay State Appraisal Corporation and John A. Nicodemus.
(12) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola FSB and David
F. Noyes.
(13) Employment Agreement dated April 19, 1994 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola FSB and Linda
A. Stadtler.
(14) Employment Agreement dated June 21, 1986 (and Amendment No. 1 to
Employment Agreement dated May 16, 1995) between Loyola Federal
Savings and Loan Association and Loyola Financial & Development
Corporation and George F. Adams.
(c) Supplemental Retirement Benefits
ACCRUED BOARD
MONTHLY EXPENSE MATURITY APPROVAL
PAYMENT BALANCE DATE RENEWAL
-----------------------------------------------
AGREEMENTS FULLY ACCRUED
- ------------------------
Martin Kane $1,100.00 22,439.63 01-Jan-97 n/a
Juanita Cochrane 363.85 17,700.29 01-Feb-00 n/a
Raymond Brookhart 1,175.00 3,484.04 01-June-95 n/a
Clarence Pearce 900.96 No Accrual Death of Mr. Pearce or
his wife (whichever is
later)
-32-
<PAGE>
AGREEMENTS SUBJECT TO ANNUAL BOARD APPROVAL
- -------------------------------------------
Helen Hansard $2,200.00 No Accrual n/a September
Virginia Bormuth 827.00 No Accrual n/a August
-33-
<PAGE>
Schedule 6.4
Loyola Indemnification Agreements
Name Position
- ---- --------
Joseph W. Mosmiller Chairman of the Board and Chief Executive Officer
James C. Johnson President, Chief Operating Officer and Director
H. Mebane Turner Director
William G. Scaggs Director
C. Gordon Haines Director
John T. Stinson Director
Harry K. Wells Director
Morton J. Macks Director
James V. McAveney Executive Vice President - Chief Financial Officer and
Treasurer
William A. Wycoff Executive Vice President - Community Banking, Marketing
and Administration Division
Thomas R. Marvel Executive Vice President - Lending Division
Charles C. Schmitt Executive Vice President - Operations Division
Linda A. Stadtler Secretary
-34-
