<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1997
REGISTRATION NO. 333-29243
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT
ON FORM S-4 UNDER THE SECURITIES ACT OF 1933
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CFX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW HAMPSHIRE 02-0402421
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
102 MAIN STREET
KEENE, NEW HAMPSHIRE 03431
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
COMMUNITY BANKSHARES, INC. 1992 STOCK OPTION PLAN
CENTERPOINT BANK 1989 STOCK OPTION PLAN
CONCORD SAVINGS BANK 1988 STOCK OPTION PLAN
CONCORD SAVINGS BANK 1985 EMPLOYEE STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
GREGG R. TEWKSBURY
CHIEF FINANCIAL OFFICER
CFX CORPORATION
102 MAIN STREET
KEENE, NEW HAMPSHIRE 03431
(603) 352-2502
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
STEVEN KAPLAN, ESQ.
ARNOLD & PORTER
555 12TH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 942-5998
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by CFX Corporation (File No. 1-10633)
("CFX") with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) CFX's Annual Report on Form 10-K for the year ended December
31, 1996.
(b) Amendment No. 1 to CFX's Annual Report on Form 10-K/A for the
year ended December 31, 1996.
(c) CFX's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(d) CFX's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
(e) CFX's Current Report on Form 8-K dated as of February 13,
1997.
(f) CFX's Current Report on Form 8-K dated as of August 29, 1997.
(g) The description of the common stock of CFX, par value $0.66
2/3 per share ("CFX Common Stock"), contained in a
registration statement on Form 8-A filed by Cheshire Financial
Corporation (now known as CFX) on November 13, 1990, and any
amendments or reports filed for the purpose of updating such
description.
All documents filed by CFX after the date of this Post-Effective
Amendment No. 1 pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
CFX Common Stock offered hereby has been sold or which deregisters such CFX
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Post-Effective Amendment No. 1 by reference and shall be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Post-Effective
Amendment No. 1 shall be deemed to be modified or superseded for purposes of
this Post-Effective Amendment No. 1 to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference in this Post-Effective Amendment No. 1 modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or so superseded, to constitute a part of
this Post-Effective Amendment No. 1.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The audited consolidated financial statements of CFX and subsidiaries
as of December 31, 1996 and 1995 and for each of the years ended December 31,
1996, 1995 and 1994, included in CFX's 1996 Annual Report to Shareholders and
incorporated by reference in CFX's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "CFX Form 10-K"), incorporated herein by reference
to the CFX Form 10-K, have been audited by Wolf & Company, P.C. independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference to the CFX Form 10-K. Such audited
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The audited consolidated financial statements of Portsmouth Bank
Shares, Inc. (File No. 0-16510) ("Portsmouth") and subsidiary as of December 31,
1996 and 1995 and for each of the years ended December 31, 1996, 1995 and 1994,
included in Portsmouth's Annual Report on Form 10-K for the year ended December
31, 1996, incorporated herein by reference to CFX's Current Report on Form 8-K
dated as of August 29, 1997 (the "CFX Form 8-K"), have been audited by
Shatswell, MacLeod & Company, P.C., independent auditors, as set forth in their
report thereon incorporated therein by reference and incorporated herein by
reference to the CFX Form 8-K. Such financial statements are incorporated
herein in reliance upon the reports of Shatswell, MacLeod & Company, P.C.
pertaining to such financial statements given upon the authority of such firm
as experts in accounting and auditing.
The audited consolidated financial statements of Community Bankshares,
Inc. (File No. 0-14620) ("Community") and subsidiaries as of December 31, 1996
and 1995 and June 30, 1995, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the year ended December 31,
1996, the six months ended December 31, 1995 and for each of the years in the
two-year period ended June 30, 1995, incorporated herein by reference to the CFX
Form 8-K, have been audited by KPMG Peat Marwick LLP, independent auditors, as
set forth in their report thereon incorporated therein by reference and
incorporated herein by reference to the CFX Form 8-K. Such financial statements
are incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP
pertaining to such financial statements given upon the authority of such firm as
experts in accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been audited to the extent
and for the periods set forth in such reports by the firm or firms rendering
such reports, and, to the extent so audited and consent to incorporation by
reference is given, will be incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting and
auditing.
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Devine, Millimet & Branch, Professional Association, has delivered
its legal opinion to the effect that the issuance and sale of the CFX Common
Stock offered hereby was duly authorized by the Company and that such CFX
Common Stock will be when issued, validly issued, fully paid and nonassessable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 293-A:8.50-58 of the New Hampshire Business Corporation Act
provide that a business corporation may indemnify directors and officers against
liabilities they may incur in such capacities provided certain standards are
met, including good faith and the belief that the particular action is in the
best interests of the corporation. In general, this power to indemnify does not
exist in the case of actions against a director or officer by or in the right of
the corporation if the person entitled to indemnification shall have been
adjudged to be liable to the corporation or in connection with a proceeding
charging improper personal benefit. A corporation is required to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
The Bylaws of CFX provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the laws of New Hampshire as in effect at the time of such indemnification. CFX
has purchased directors' and officers' liability insurance covering certain
liabilities which may be incurred by the officers and directors of CFX in
connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index on page II-8 of this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
have been previously filed, are filed herewith or are incorporated herein by
reference to other filings.
ITEM 9. UNDERTAKINGS.
CFX hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration
Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
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(b) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement.
(c) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement,
Provided, however, that the undertakings set forth in
paragraphs 1(a) and 1(b) above do not apply if the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by CFX pursuant
to Section 13 or 15(d) of the Exchange Act, that are
incorporated by reference in this Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act, each filing of CFX's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of CFX pursuant to the foregoing
provisions, or otherwise, CFX has been advised that in the
opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the
payment by CFX of expenses incurred or paid by a director,
officer or controlling person of CFX in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, CFX will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CFX
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Keene, State of New Hampshire, on September 23, 1997.
CFX CORPORATION
By: /s/ Peter J. Baxter
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Peter J. Baxter
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
has been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Richard F. Astrella Director September 23, 1997
- ----------------------------
Richard F. Astrella
* William E. Aubuchon, III Director September 23, 1997
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William E. Aubuchon, III
/s/ Peter J. Baxter President, Chief Executive September 23, 1997
- ---------------------------- Officer and Director
Peter J. Baxter (Principal Executive Officer)
* Richard B. Baybutt Director September 23, 1997
- ----------------------------
Richard B. Baybutt
* Christopher V. Bean Director September 23, 1997
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Christopher V. Bean
* Christopher W. Bramley Director September 23, 1997
- ----------------------------
Christopher W. Bramley
- ---------------------------- Director
John N. Buxton
</TABLE>
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<TABLE>
<S> <C> <C>
* P. Kevin Condron Director September 23, 1997
- ----------------------------
P. Kevin Condron
* Timothy J. Connors Director September 23, 1997
- ------------------------------
Timothy J. Connors
* Douglas Crichfield Director September 23, 1997
- ------------------------------
Douglas Crichfield
* Calvin L. Frink Director September 23, 1997
- ------------------------------
Calvin L. Frink
* Eugene E. Gaffey Director September 23, 1997
- ----------------------------
Eugene E. Gaffey
* David R. Grenon Director September 23, 1997
- ----------------------------
David R. Grenon
* Elizabeth Sears Hager Director September 23, 1997
- ----------------------------
Elizabeth Sears Hager
* Douglas S. Hatfield, Jr. Director September 23, 1997
- ----------------------------
Douglas S. Hatfield, Jr.
* Philip A. Mason Director September 23, 1997
- ----------------------------
Philip A. Mason
* Walter R. Peterson Director September 23, 1997
- ----------------------------
Walter R. Peterson
- ---------------------------- Director
Seth A. Resnicoff
* Mark E. Simpson Director September 23, 1997
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Mark E. Simpson
* Robert W. Simpson Director September 23, 1997
- ----------------------------
Robert W. Simpson
* L. William Slanetz Director September 23, 1997
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L. William Slanetz
* Gregg R. Tewksbury Chief Financial Officer September 23, 1997
- ---------------------------- (Principal Financial and
Gregg R. Tewksbury Accounting Officer)
* By /s/ Peter J. Baxter September 23, 1997
----------------------------
(Attorney-in-fact)
</TABLE>
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INDEX TO EXHIBITS
Exhibit 4.1 Community Bankshares, Inc. 1992 Stock Option Plan,
filed herewith.
Exhibit 4.2 Centerpoint Bank 1989 Stock Option Plan, filed
herewith.
Exhibit 4.3 Concord Savings Bank 1988 Stock Option Plan, filed
herewith.
Exhibit 4.4 Concord Savings Bank 1985 Employee Stock Option Plan,
previously filed as Exhibit 3.2 to Amendment No. 3 to
Registration Statement on Form S-1 (File No.
33-00125) by Community Bank Shares, Inc. on January
17, 1986, and incorporated herein by reference.
Exhibit 4.5 Amendment to Concord Savings Bank 1985 Employee Stock
Option Plan, previously filed as Exhibit 4.4 to
Community Bank Shares, Inc.'s Registration Statement
on Form S-8 (File No. 33-18853) by Community Bank
Shares, Inc. on December 3, 1987, and incorporated
herein by reference.
Exhibit 5 Opinion of Devine, Millimet & Branch, Professional
Association, filed herewith.
Exhibit 23.1 Consent of Devine, Millimet & Branch, Professional
Association, included in the opinion filed as
Exhibit 5 hereto.
Exhibit 23.2 Consent of Wolf & Company, P.C., filed herewith.
Exhibit 23.3 Consent of Shatswell, MacLeod & Company, P.C.,
filed herewith.
Exhibit 23.4 Consent of KPMG Peat Marwick LLP, filed herewith.
Exhibit 24.1 Powers of Attorney of certain directors and
officers of CFX, previously filed as Exhibit 24 to
the Registration Statement on Form S-4.
Exhibit 24.2 Powers of Attorney of certain directors and officers
of CFX, filed herewith.
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Exhibit 4.1
COMMUNITY BANKSHARES, INC.
1992 STOCK OPTION PLAN
Adopted August 20, 1992
1. Purposes. The purpose of the Community Bankshares, Inc. 1992
Stock Option Plan (the "Plan") is to further the growth and development of
Community Bankshares, Inc. (the "Company") and its subsidiary corporations by
granting to those employees of the Company and its subsidiary corporations
referred to in Section 6, as an incentive and encouragement to stock ownership,
options to purchase shares of Common Stock of the Company, and thereby obtain a
proprietary interest in the enterprise and a more direct stake in its continuing
welfare.
2. Administration. The Plan shall be administered by a Stock
Option Plan Committee (the "Committee") of not less than three directors
appointed by the Board of Directors of the Company (the "Board"). Each member of
the Committee shall be a "disinterested person" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended, or any successor
provision to such Rule.
3. Grant of Options. Options to purchase shares of Common Stock
of the Company shall be granted on behalf of the Company by the committee;
provided, however, that no options under the Plan may be granted after August
19, 2002. The Committee shall, from time to time and within the limits of the
Plan, determine the employees to whom options are to be granted, the number of
shares to be optioned and Limited Rights (as defined in Section 10) to be
granted to each, the option price, the manner in which the option price shall be
payable, and the time or times during the Exercise Period (as defined in Section
8) at which each such option and Limited Right shall become exercisable. Options
granted under the Plan may be either incentive stock options, within the meaning
of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"),
or non-qualified stock options. Each option granted to an employee under the
Plan shall be designated by the Committee at the time the option is granted as
either an incentive stock option or a non-qualified stock option. Non-employee
directors of the Company or any subsidiary who have elected to participate in
the Plan shall be granted non-qualified stock options as set forth in Section
9.
4. Definitions. As used herein, the terms "subsidiary
corporation" and "parent corporation" shall mean a "subsidiary corporation" and
a "parent corporation" as such terms are defined in Section 425 of the Code.
5. Share Subject to the Plan. An aggregate of 80,000 shares of
Common Stock of the Company shall be available for the grant of options under
the Plan. Such shares may be authorized and unissued shares or shares held in
the Company's treasury. All shares subject to options that shall have terminated
or shall have been cancelled for any reason (other than by surrender for
cancellation upon any exercise of all or part of such options) will be available
for subsequent optioning under the Plan.
<PAGE> 2
6. Participants. All key employees, including officers, of the
company or any subsidiary shall be eligible to receive options and thereby
become participants in the Plan. For purposes of determining eligibility of
individuals to receive non-qualified stock options under the preceding sentence,
and for such purposes only, the term "employee" shall include (without
limitation) persons (other than directors of the company) who are employed as
consultants. In granting options the Committee may include or excluse previous
participants in the Plan as the Committee may determine. Directors of the
Company or any subsidiary who are not full-time employees shall be eligible to
participate only in the manner and to the extent set forth in Section 9.
7. Option Price. The price at which shares may from time to time
be optioned shall be in the case of incentive stock options not less than the
fair market value of such shares at the time the option is granted, as
determined in good faith by the Committee at each time that such options are
granted by it, and in the case of non-qualified stock options granted to
employees not less than 85% of such fair market value.
8. Option Period. Subject to Sections 17 and 18 and the
following provisions of this Section 8, the period for exercising an option
granted to an employee (the "Exercise Period") shall be as provided in each
option granted by the Company to the participant. Notwithstanding any provisions
hereof to the contrary, the Exercise Period shall in no event be longer than the
period beginning with the date of grant and ending not later than ten years from
such date of grant.
If a participant retires during the Exercise Period, such option shall
be exercisable by him or her only during the three months following his or her
retirement (but in no event after the expiration of the Exercise Period) and
only as to the number of shares, if any, as to which it was exercisable
immediately prior to retirement.
If a participant dies during the Exercise Period, such option shall be
exercisable by either his or her executor or administrator or, if not so
exercised, by the legatees or the distributees of his or her estate, only during
the six months following his or her death (but in no event after the expiration
of the Exercise Period). During such six month period, the option shall be
exercisable as to the full number of shares as to which it had not been
previously exercised.
If a participant ceases to be an employee of the Company or one of its
subsidiaries for any cause other than retirement or death during the Exercise
Period, such option shall be exercisable by him or her only during the thirty
days following the cessation of his or her employment (but in no event after the
expiration of the Exercise Period) and only as to the number of shares, if any,
as to which it was exercisable immediately prior to cessation of employment.
9. Grant of Options to Directors in Lieu of Cash Payment or
Retainer. (a) Any non-employee director of the Company or any subsidiary may
elect, by written notice to the Treasurer of the Company given at least six
months in advance of its effective date, to cause
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25%, 50%, 75% or 100% of the fixed fees payable to him or her in any fiscal year
by reason of his or her service as a director of the Company and/or as a
director of any subsidiary of the Company, to be paid by grant of stock options
under this Section 9. Any such election shall either state the year or years
with respect to which it shall be effective, or shall state that it remains in
effect until cancelled by like notice given at least six months in advance of
the effective date of cancellation (which shall be the end of a fiscal year).
(b) The exercise price of each stock option granted under this
Section 9 shall be $1.00 per share.
(c) The number of shares subject to the stock options granted to
each participating director with respect to any fiscal year shall be determined
as follows: The dollar value of the fees to be paid by grant of such options
shall be divided by the difference between (i) the per share fair market value
of the Common Stock on the date of grant and (ii) the sum of $1.00, and the
resulting amount, rounded to the nearest whole number, shall represent the
number of shares subject to the options granted on such date. The date of grant
for purposes of this Section 9 shall be the first business day of the fiscal
year with respect to which the relevant directors' fees are payable. The fair
market value of the Common Stock shall be deemed to be the closing price of the
Common Stock on such date, provided that if the Common Stock did not trade on
such date such closing price shall be determined under the method most recently
used under such circumstances by the Committee in making a determination under
Section 7.
(d) Each option granted under this Section 9 shall have a term of
10 years and shall become exercisable one year following its date of grant. If
the director does not serve as such for the entire year following the date of
grant, the option shall be cancelled and the fees with respect to the partial
year in which he or she served shall be paid in cash. If a director dies during
the term of any option, it shall be exercisable (to the full extent of the
number of shares covered thereby) either by his or her executor or
administrator, or if not so exercised, by the legatees or the distributees of
his or her estate, only during the year following his or her death.
(e) The provisions of Sections 11, 12, 13, 14, 15, 16, 17 and 18
apply to options granted under this Section 9.
10. Limited stock Appreciation Rights. The Committee may grant a
limited stock appreciation right (a "Limited Right") to any employee granted any
stock option under the Plan (the "Related Option") with respect to the shares of
Common Stock covered by such Related Option. A Limited Right shall be granted
only at the time of grant of Related option. Each Limited Right shall be
transferable only when and to the extent that the Related option is
transferable. A Limited Right may be exercised only when the market price per
share of the Common Stock subject to the Related option exceeds the option price
per share of such stock, and only during the period beginning on the Date of
Change of Control (as defined in Section 18 hereof) and ending on the thirtieth
day following such date. Each Limited Right shall be exercisable only if and to
the extent that the Related Option is exercisable. Notwithstanding the
provisions of the two immediately preceding sentences and in addition to the
limitations
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contained therein, no Limited Right which is granted to an officer or director
of the Company or to a participant who thereafter becomes an officer or director
of the Company may be exercised until the expiration of six months from the date
of its grant. Upon the exercise of a Limited Right, the Related Option shall
cease to be exercisable as to the shares of Common Stock with respect to such
Limited Right was exercised, and such Related Option shall be considered to have
been exercised to that extent. Upon the exercise or termination of a Related
Option, the Limited Right granted with respect thereto shall terminate to the
same extent.
Upon the exercise of a Limited Right, the holder thereof shall receive
an amount in cash equal to the product obtained by multiplying (i) the excess of
the market price per share of the Common Stock of the Company (or in the case of
a Reorganization as defined in Section 17, its successor) subject to the Related
Option at the time the Limited Right is exercised over the option price per
share of such stock by (ii) the number of shares of Common Stock with respect to
which such Limited Right is being exercised, less all amounts required under the
applicable provisions of the Code and state and local laws to be withheld with
respect to such exercise.
Each Limited Right shall be granted on such terms and conditions not
inconsistent with the Plan as the Committee may determine and shall be evidenced
by an agreement setting forth such terms and conditions executed by the Company
and the holder of the Limited Right.
To exercise a Limited Right, the holder shall (i) give written notice
thereof to the Company either by delivery in hand to the Treasurer of the
Company or by mailing by registered mail to the Company, marked "Attention:
Treasurer", at its principal place of business in Concord, New Hampshire,
specifying the number of shares of Common Stock with respect to which he or she
is exercising the Limited Right and (ii) if requested by the Company, deliver
the agreement relating to the Limited Right being exercised and the option
agreement for the Related Option to the Treasurer of the Company, who shall
endorse thereon a notation of such exercise and return the Limited Right
agreement and option agreement to the holder thereof. The date of exercise of a
Limited Right which is validly exercised shall be deemed to be the date on which
the Company shall have received the notice referred to in the immediately
preceding sentence.
11. Payment for Shares and Related Matters. Full payment for
shares purchased, together with the amount of any tax or excise due in respect
of the sale and issue thereof, shall be paid at the time of exercise and shall
be made in cash or by certified or bank cashier's check or, in the discretion of
the Committee as to payments by employees, or at the election of the option
holder in the case of exercise of an option under Section 9, in whole or in part
by delivery of shares of Common Stock of the Company having a fair market value
at the date of such delivery (determined in a manner approved by the Committee)
of not less than the amount for which payment is being made by delivery of
shares. The Company will issue no certificates for shares until (a) full payment
therefor has been made and (b) the person purchasing such shares provides for
payment to (or withholding by) the Company of all amounts required under then
applicable provisions of the Code and state and local tax laws to be withheld
with respect
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to such purchase, and a participant shall have none of the rights of a
stockholder until certificates for the shares purchased are issued to him or
her.
12. Nonassignability. Each option and Limited Right by its terms
shall not be transferable otherwise than by will or the laws of descent and
distribution and shall be exercisable, during a participant's lifetime, only by
him or her.
13. Conditions to Exercise of Options. The Committee may, in its
Discretion, require as conditions to the exercise of options and the issuance of
shares thereunder either (a) that a registration statement under the Securities
Act of 1933, as amended, with respect to the options and the shares to be issued
on the exercise thereof shall have become, and continue to be, effective, or (b)
that the participant (i) shall have represented, warranted and agreed, in form
and substance satisfactory to the Company, at the time of exercising the option,
that he or she is acquiring the shares for his or her own account, for
investment and not with the view to or in connection with any distribution, (ii)
shall have agreed to restrictions on transfer in form and substance satisfactory
to the Company and (iii) shall have agreed to an endorsement which makes
appropriate reference to such representations, warranties, agreements and
restrictions on the certificates) representing the shares.
14. Conditions to Effectiveness of the Plan. The Plan shall not
become effective and any options and Limited Rights granted hereunder shall not
be exercisable unless and until the Plan shall have been duly approved by the
stockholders of the Company. No option or Limited Right shall be granted or
exercised if such grant or exercise or the issuance of shares pursuant thereto
would be contrary to law or the regulations of any duly constituted authority
having jurisdiction.
15. Alteration, Termination, Discontinuance, suspension or
Amendment. The Board may alter, terminate, discontinue, suspend or amend the
Plan. The Board may not, however, increase the maximum number of shares in the
aggregate that may be offered for sale under options or change the manner of
determining the option price or, without the consent of the participant, alter
or impair any option previously granted to him or her under the Plan, except as
provided in Section 17.
16. Effect of Changes in Common Stock. If the Company shall
combine, subdivide or reclassify the shares of Common Stock which have been or
may be optioned, or shall declare thereon any dividend payable in shares of
Common Stock, or shall reclassify or take any other action of a similar nature
affecting the Common Stock, then the number and class of shares of stock as to
which options or Limited Rights may thereafter be granted (in the aggregate and
to any participant) shall be appropriately adjusted and, in the case of each
option and Limited Right outstanding at the time of any such action, the number
and class of shares which may thereafter be purchased pursuant to such option,
the option price per share and any Limited Right with respect thereto shall
likewise be appropriately adjusted, all to such extent as may be determined by
the Committee, with the approval of counsel, be necessary to preserve unimpaired
the rights
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<PAGE> 6
of the participant. Each and every such determination shall be conclusive and
binding upon such participant.
17. Effect of Reorganization. In case of any one or more
reclassifications, changes or exchanges of outstanding shares of Common Stock or
other stock (other than as provided in Section 16), or consolidations of the
Company with, or mergers of the Company into, other corporations, or other
recapitalizations or reorganizations (other than consolidations with a
subsidiary in which the Company is the continuing corporation and which do not
result in any reclassifications, changes or exchanges of outstanding shares of
the Company), or in case of any one or more sales or conveyances to another
corporation of the property of the Company as an entirety, or substantially as
an entirety, any and all of which are hereinafter in this Section called
"Reorganizations", a participant shall have the right, upon any subsequent
exercise of an option, to acquire the same kind and amount of securities and
property which such participant would then have if such participant had
exercised such option immediately before the first of any such Reorganizations
and continued to hold all securities and property which came to such participant
as a result of that and subsequent Reorganizations, less all securities and
property surrendered or cancelled pursuant to any of same, the adjustment rights
in Section 16 and this Section being continuing and cumulative, except that,
notwithstanding any provision of Section 8 or 9 to the contrary, the Committee
shall have the right in connection with such Reorganizations, upon not less than
30 days' written notice to the participants, to terminate the Exercise Period,
and in such event all outstanding options, other than options as to which one of
the events referred to in the second and fourth paragraphs of Section 8 has
occurred, may be exercised, in whole or in part, and all outstanding options as
to which the third paragraph on Section 8 is applicable, may be exercised to the
extent thereby permitted, in each case only at a time prior to or simultaneously
as of the consummation of such Reorganization. Liquidations shall be deemed such
Reorganizations for the foregoing purposes.
18. Effect of Change in Control. If any individual, corporation
or other entity ("person") shall become the beneficial owner of 50% or more of
the outstanding shares of Common Stock of the Company (other than by reason of a
merger in which the Company is the continuing corporation and which does not
result in any reclassification of outstanding shares of Common Stock of the
Company), then upon the date such event occurs (the "Date of Change of Control")
all options and Limited Rights theretofore granted hereunder and not fully
exercisable shall (subject to the provisions of the Plan and any other
limitation applicable to such options or Limited Rights) become exercisable in
full for a period of thirty days following such date; provided, however, that no
Related Option or Limited Right shall be exercisable by an executive officer or
director of the Company or by a person who was an executive officer or director
of the Company at the time the Related option and Limited Right were granted to
him or her within six months of the date of grant of such Related Option and
Limited Right.
For the purpose of this Section, a person shall be deemed to be the
beneficial owner of shares of Common Stock of the Company which are beneficially
owned, directly or indirectly, by any other person (a) with which it or its
"affiliate" or "associate" (as hereinafter defined) has any agreement,
arrangement or understanding for the purposes of acquiring, holding, voting or
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<PAGE> 7
disposing of Common Stock of the Company or (b) which is its "affiliate" or
"associate". For the purposes of this Section, a person is an "affiliate" of
another person if the former directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
latter; and a person is an "associate" of (1) any corporation or organization
(other than the Company or any of its subsidiary corporations) of which such
person is an officer or partner or is, directly or indirectly, the beneficial
owner of 10% or more of any class of equity securities, (2) any trust or estate
in which such person has a substantial beneficial interest or as to which such
person serves as a trustee or in a similar fiduciary capacity and (3) any
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person or who is a director or officer of the Company or any
of its subsidiary corporations.
19. Interpretation. The Committee is authorized to interpret the
Plan and to make and amend such regulations with regard to the Plan as it may
deem appropriate.
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EXHIBIT 4.2
CENTERPOINT BANK
1989 STOCK OPTION PLAN
The purposes of the Centerpoint Bank 1989 Stock Option Plan
(the "Plan") are to encourage eligible Directors and employees of Centerpoint
Bank (the "Bank") and any subsidiary in which the Bank owns, directly or
indirectly, at least fifty percent (50%) of the total combined voting power of
all classes of stock ("Subsidiary"), including officers who are employees, to
increase their efforts to make the Bank and each Subsidiary more successful, to
provide an additional inducement for such individuals to remain with the Bank or
a Subsidiary, to reward such individuals by providing the opportunity to acquire
the common stock, par value $1.00 per share, of the Bank (the "Common Stock") on
favorable terms and to provide a means through which the Bank may attract able
persons to enter the employ of the Bank or its Subsidiaries.
SECTION 1
Administration
The Plan shall be administered by a Committee (the
"Committee") appointed by the Board of Directors of the Bank (the "Board") and
consisting of not less than three members of the Board, none of whom shall be
eligible to participate in the Plan while a Committee member and none of whom
was at any time within one year prior to the time such person exercises
discretion in the administration of the Plan eligible for selection as a person
to whom stock may be allocated or to whom stock options or stock appreciation
rights may be granted pursuant to the Plan or any other plan of the Bank or any
of its affiliates (as such term is defined in regulations promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act") entitling the participants
therein to acquire stock, stock options or stock appreciation rights of the Bank
or any of its affiliates.
The Committee shall interpret the Plan and prescribe such
rules, regulations and procedures in connection with the Plan as it shall deem
necessary or advisable for the administration of the Plan consistent with the
purposes of the Plan.
The Committee shall keep records of actions taken at its
meetings, a majority of the Committee members shall constitute a quorum at any
meeting and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
Committee, shall be the acts of the Committee.
<PAGE> 2
SECTION 2
Eligibility
The Directors of the Bank (other than those serving on the
Committee) or any Subsidiary and those employees ("Key Employees") of the Bank
or any Subsidiary who share the primary responsibility for the management,
growth or protection of the business of the Bank or any Subsidiary shall be
eligible to receive stock options and/or stock appreciation rights as described
herein. Only Key Employees shall be eligible to receive incentive stock options
as described herein.
Subject to the provisions of the Plan, the Committee shall
have the full and final authority to grant stock options and/or stock
appreciation rights as described herein and, in its discretion, to determine the
individuals to whom stock options and/or stock appreciation rights shall be
granted and the number of shares to be covered by each stock option and/or stock
appreciation right. In determining the eligibility of any individual, as well as
in determining the number of shares covered by each stock option and/or stock
appreciation right, the Committee shall consider the position and the
responsibilities of the individual being considered, the nature and value to the
Bank or a Subsidiary of his or her services, his or her present and/or potential
contribution to the success of the Bank or a Subsidiary and such other factors
as the Committee may deem relevant.
SECTION 3
Shares Available for Stock Options
and Stock Appreciation Rights
The aggregate number of shares of the Common Stock which may
be issued or delivered under the Plan is 120,000 shares, as constituted at the
time of adoption of the Plan by the Board, subject to adjustment and
substitution as set forth in Section 6 herein. The shares may be either
authorized but unissued shares or treasury shares or partly each, as shall be
determined by the Board.
If any stock option or stock appreciation right granted under
the Plan is cancelled in full, the shares subject to such stock option or stock
appreciation right shall again be available for the purposes of the Plan except
that, to the extent that an alternative stock appreciation right granted in
conjunction with a stock option is exercised, the number of shares thereby made
available for purposes of the Plan shall he reduced by the number of shares, if
any, delivered in exchange for the surrender of the related unexercised option.
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<PAGE> 3
SECTION 4
Grant of Stock Options and Stock Appreciation Rights
The Committee shall have the authority, in its discretion, to
grant "incentive stock options" pursuant to Section 422A of the Internal Revenue
Code of 1986, as the same may from time to time be amended (the "Code") or to
grant "nonstatutory stock options" (stock options which do not qualify under
section 422A of the Code), or to grant both types of stock options (but not in
tandem). The Committee also shall have the authority, in its discretion, to
grant stock appreciation rights in addition to nonstatutory stock options with
the effect provided in Section 5(D) herein, to grant alternative stock
appreciation rights in conjunction with nonstatutory stock options or incentive
stock options with the effect provided in Section 5(E) herein, or to grant stock
appreciation rights without related stock options with the effect provided in
Section 5(F) herein.
The aggregate fair market value, determined as of the date of
grant and as set forth in Section 5(J) herein, of all shares issuable upon
exercise of all incentive stock options which become exercisable by a Key
Employee for the first time during an calendar year under all plans of the Bank
employing such Key Employee, any parent or a Subsidiary of the Bank and any
predecessor corporation of any such corporation, shall not exceed $100,000.
SECTION 5
Terms and Conditions Of Stock Options
and/or Stock Appreciation Rights
Stock options and stock appreciation rights granted under the
Plan shall be subject to the following terms and conditions:
A. The purchase price at which each stock
option may be exercised (the "Option Price") shall be such price (either greater
than the same as, or less than the fair market value per share of the Common
Stock on the date of grant) as the Committee, in its absolute discretion, shall
determine but (i) in the case of incentive stock options granted to a Key
Employee who together with the members of his immediate family owns, or may be
deemed to own, beneficially, more than 10% of the outstanding voting securities
of the Bank (as the terms "immediate family" and "beneficial ownership" are
defined under the Exchange Act), shall not be less than one hundred and ten
percent (110%) of the fair market value per share of the shares of Common Stock
covered by the stock option an the date of grant, (ii) in the case of incentive
stock options, shall not be less than one hundred percent (100%) of the fair
market value per share of the shares of Common Stock covered by the stock option
on the date of grant, and (iii) in the case of nonstatutory stock options, shall
not be less than one hundred percent (100%) of the fair market value per share
of the shares of Common Stock covered by the stock option on the date of grant.
If stock appreciation rights are granted without a related stock option, the
Committee, in its absolute discretion, shall determine the base price per share
for such stock appreciation rights (the "base price") which shall not be less
than one hundred percent (100%)
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<PAGE> 4
of the fair market value per share of the Common Stock on the date of grant. In
exercising its discretion, the Committee shall take into account the fair market
value of the Common Stock, the book value of the Common Stock, the nature and
value to the Bank of the Director's or Key Employee's service and such other
factors as the Committee may deem relevant. For purposes of this Section 5(A),
fair market value shall be determined as set forth in Section 5(J) herein.
B. The option price is to be paid in full in
cash upon the exercise of a stock option; provided, however, that in lieu of
cash an individual may, if authorized by the Committee at the time of grant,
exercise a stock option by tendering to the Bank shares of Common Stock owned by
the individual and having a fair market value on the date of exercise,
determined as set forth in Section 5(J) herein, equal to the option price. The
provisions of this Section 5(B) shall not preclude the payment of the option
price of a stock option by any other legally permissible method specifically
approved by the Committee. No shares shall be issued or delivered upon exercise
of a stock option until payment of the option price in full has been made. When
payment of the option price in full has been made, the optionee shall be
considered for all purposes to be the owner of the shares with respect to which
payment has been made.
C. No stock option or stock appreciation right
shall be exercisable during the first six months of its term (except that this
limitation shall not apply if the optionee dies or becomes a Disabled optionee,
as defined in Section 5(H) herein, and is voluntarily terminated with the
consent of the Bank or a Subsidiary during such six-month period). No
nonstatutory stock option shall be exercisable after the expiration of ten years
and six months from the date of grant. No incentive stock option (or alternative
stock appreciation rights granted in conjunction with an incentive stock option)
shall be exercisable after the expiration of ten years from the date of grant.
No alternative stock appreciation rights granted in conjunction with an
incentive stock option shall be exercisable until the then fair market value of
the Common Stock, determined as set forth in Section 5(J) herein, exceeds the
option price. Except as provided in this Section 5(C) and in Section 5(H)
herein, stock options or stock appreciation rights may be exercised at such
times, in such amounts and subject to such restrictions as shall be determined
by the Committee.
D. If stock appreciation rights are granted in
addition to a nonstatutory stock option, such stock appreciation rights shall
entitle the optionee upon exercise of the related stock option, or any portion
thereof, to receive from the Bank (in addition to the shares to be received upon
exercise of the related stock option) that number of shares of the Common Stock
having an aggregate fair market value on the date of exercise of the related
stock option equal to the excess of the fair market value of one share of the
Common Stock on such date of exercise over the option price per share of such
related stock option times the number of shares covered by the related stock
option, or portion thereof, which is exercised. No fractional shares shall be
issued but instead, except as provided below, cash shall be paid in lieu of any
fractional shares. The Committee shall have the authority, in its discretion, to
determine that the obligation of the Bank shall be paid in cash, or part in cash
and part in shares except that the Committee shall not pay to any Director or
Key Employee subject to the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") any portion of
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<PAGE> 5
the Bank's obligation in cash (including cash in lieu of a fractional share)
unless such related stock option is exercised during the period beginning on the
third and ending on the twelfth business day following the date of release for
publication of the Bank's quarterly or annual summary statements of income. For
purposes of this Section 5(D), fair market value shall be determined as set
forth in Section 5(J) herein.
E. If alternative stock appreciation rights are
granted in conjunction with a nonstatutory or incentive stock option, such
stock-appreciation rights shall be exercisable only to the extent that the
related stock option is exercisable. Such alternative stock appreciation rights
shall entitle the optionee to surrender unexercised the related stock option, or
any portion thereof, and to receive from the Bank in exchange therefor that
number of shares of the Common Stock having an aggregate fair market value on
the date of exercise of the alternative stock appreciation rights equal to the
excess of the fair market value of one share of the Common Stock on such date of
exercise over the option price per share times the number of shares covered by
the stock option, or portion thereof, which is surrendered. No fractional shares
shall be issued but instead, except as provided below, cash shall be paid in
lieu of any fractional shares. The Committee shall have the authority, in its
discretion, to determine that the obligation of the Bank shall be paid in cash,
or part in cash and part in shares except that the Committee shall not pay to
any Director or Key Employee subject to the provisions of section 16(b) of the
Exchange Act any portion of the Bank's obligation in cash (including cash in
lieu of a fractional share) unless such alternative stock appreciation rights
are exercised during the period beginning on the third and ending on the twelfth
business day following the date of release for publication of the Bank's
quarterly or annual summary statements of income. For the purposes of this
Section 5(E) fair market value shall be determined as set forth in Section 5(J)
herein.
F. If stock appreciation rights are granted
without a related stock option, such stock appreciation rights shall entitle the
Director or Key Employee to receive from the Bank that number of shares of the
Common Stock having an aggregate fair market value on the date of exercise of
the stock appreciation rights equal to the excess of the fair market value of
one share of the Common Stock on such date of exercise over the base price per
share of such stock appreciation rights times the number of shares covered by
the stock appreciation rights. No fractional shares shall be issued but instead,
except as provided below, cash shall be paid in lieu of any fractional shares.
The Committee shall have the authority, in its discretion, to determine that the
obligation of the Bank shall be paid in cash, or part in cash and part in shares
except that the Committee shall not pay to any Director or Key Employee subject
to Section 16(b) of the Exchange Act any portion of the Bank's obligation in
cash (including cash in lieu of a fractional share) unless such stock
appreciation rights are exercised during the period beginning an the third and
ending on the twelfth business day following the date of release for publication
of the Bank's quarterly or annual summary statements of income. For the purposes
of this Section 5(F), fair market value shall be determined as set forth in
Section 5(J) herein.
G. No stock option or stock appreciation right
shall be transferable by a Director or Key Employee other than by will, or if a
Director or Key Employee dies intestate,
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<PAGE> 6
by the laws of descent and distribution of the state of domicile of the Director
or Key Employee at the time of death, and each stock option or stock
appreciation right shall be exercisable during the lifetime of a Director or Key
Employee only by the Director or Key Employee.
H. Except as otherwise provided in the
following sentence, if the employment of a Key Employee is voluntarily
terminated with the consent of the Bank or a Subsidiary or a Key Employee
retires under any retirement plan of the Bank or a Subsidiary, any then
outstanding incentive stock option held by such Key Employee shall be
exercisable (to the extent exercisable on the date of termination of employment)
by such Key Employee at any time prior to the stock option expiration date or
within three months after the date of termination of employment, whichever is
the shorter period. If the employment of a Key Employee who is disabled within
the meaning of Section 422A(c)(7) of the Code ("Disabled Optionee") is
voluntarily terminated with the consent of the Bank or a Subsidiary, any
outstanding incentive stock option held by such Disabled Optionee shall be
exercisable by such Disabled optionee (to the extent exercisable) on the date of
termination of employment) at any time prior to the stock option expiration date
or within one year after the date of termination of employment, whichever is the
shorter period. Whether termination of employment is a voluntary termination
with consent and whether a Key Employee is disabled within the meaning of
Section 422A(c) (7) of the Code shall be determined in each case by the
Committee and any such determination by the Committee shall be final and
binding.
If the employment of a Key Employee, or the service
of a Director, is voluntarily terminated with the consent of the Bank or a
Subsidiary, or such Key Employee retires under any retirement plan of the Bank
or a Subsidiary, any then outstanding nonstatutory stock option held by such Key
Employee or Director shall be exercisable (to the extent exercisable on the date
of termination of employment) by such Key Employee or Director at any time prior
to the stock option expiration date or within one year after the date of
termination of employment, whichever is the shorter period.
If the employment of a Key Employee, or the service
of a Director, holding stock appreciation rights granted without a related stock
option is voluntarily terminated with the consent of the Bank or a Subsidiary,
or such Key Employee retires under any retirement plan of the Bank or a
Subsidiary, any such then outstanding stock appreciation rights held by such Key
Employee or Director shall be exercisable (to the extent exercisable on the date
of termination of employment) by such Key Employee or Director at any time prior
to the expiration date of the stock appreciation rights or within one year after
the date of termination of employment, whichever is the shorter period.
Following the death of a Director or Key Employee,
any outstanding stock option or stock appreciation rights granted without a
related stock option held by such Director or Key Employee at the time of death
shall be exercisable in full (whether or not so exercisable on the date of the
death of the Director or Key Employee, but subject to such other restrictions on
the exercise of incentive stock options as are set forth in Section 5(C) herein)
by the person or persons entitled to do so under the will of the Director or Key
Employee, or, if the Director
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<PAGE> 7
or Key Employee shall fail to make testamentary disposition of such stock option
or stock appreciation rights or shall die intestate, by the legal representative
of the Director or Key Employee, in either case at any time prior to the
expiration date of such stock option or stock appreciation rights or within one
year after the date of death, whichever is the shorter period.
If the employment of a Key Employee or the service
of a Director who is an optionee or holds stock appreciation rights granted
without a related stock option terminates for any reason other than as set forth
in this Section 5(H), the rights of such Director or Key Employee under any then
outstanding stock option or stock appreciation rights granted without a related
stock option shall terminate at the time of such termination of employment.
I. Each stock option shall be confirmed by a
stock option agreement which shall be executed by the Chairman of the Board or
the President on behalf of the Bank and by the person to whom such stock option
is granted. Stock appreciation rights which are granted without a related stock
option shall be confirmed by a stock appreciation rights agreement which shall
be executed by the Chairman of the Board or the President on behalf of the Bank
and by the person to whom such stock appreciation rights are granted.
J. So long as the Common Stock is not listed
on a national or regional securities exchange or quoted in the interdealer
quotation system maintained by the National Association of Securities Dealers,
Inc., the Committee shall in good faith determine the fair market value of the
Common Stock on or as of the date on which fair market value is to be
determined. At such time as the Common Stock shall be listed on a national or
regional securities exchange or quoted in the inter-dealer quotation system
maintained by the National Association of Securities Dealers, Inc., the
Committee shall adopt such rules for determining fair market value of the Common
Stock, which shall employ such generally accepted criteria of value and make
reference to such generally available and reliable publications as the Committee
in its discretion may determine to be appropriate.
Subject to the foregoing provisions of this Section 5 and the
other provisions of the Plan, any stock option or stock appreciation rights
granted under the Plan shall be subject to such other terms and conditions as
the Committee shall deem advisable on the date of grant.
SECTION 6
Adjustment and Substitution of Shares
If a dividend or other distribution shall be declared upon the
Common Stock payable in shares of the Common Stock, the number of shares of the
Common Stock then subject to any outstanding stock option or stock appreciation
rights granted without a related stock option and the number of shares which may
be issued or delivered under the Plan but are not then subject to an outstanding
stock option or stock appreciation rights granted without a related stock option
shall be adjusted by adding thereto the number of shares which would have been
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<PAGE> 8
distributable thereon if such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend or
distribution.
If the outstanding shares of the Common Stock shall be changed
into or exchangeable for a different number or kind of shares of stock or other
securities of the Bank or another corporation, whether through reorganization,
reclassification, recapitalization, stock split-up, combination of shares,
merger or consolidation, then there shall be substituted for each share of the
Common Stock subject to any then outstanding stock option or stock appreciation
rights granted without a related stock option and for each share of the Common
Stock which may be issued or delivered under the Plan but are not then subject
to an outstanding stock option or stock appreciation rights granted without a
related stock option, the number and kind of shares of stock or other securities
into which each outstanding share of the Common Stock shall be so changed or for
which each such share shall be exchangeable.
In case of any adjustment or substitution as provided for in
this Section 6(i) the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares and (ii) the aggregate base price for all
shares subject to outstanding stock appreciation rights granted without a
related stock option shall be the base price for all shares of stock or other
securities (including any fraction) to which such shares shall have been
adjusted or which shall have been substituted for such shares. Any new option
price or base price per share shall be carried to at least 3 decimal places with
the last decimal place rounded upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 6
shall require the Bank to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution.
All references in this Plan to shares shall, where the context
so requires, be deemed to be references to such shares as adjusted pursuant to
this Section 6. If any such adjustment to the number of shares subject to the
grant of stock options requires the approval of stockholders in order to enable
the Bank to issue incentive stock options then no such adjustment shall be made
without the approval of the stockholders. Notwithstanding the foregoing, in the
case of incentive stock options, if the effect of any adjustment or substitution
is to cause the stock option to fail to continue to qualify as an incentive
stock option or to cause a modification, extension or renewal of such stock
option within the meaning of Section 425 of the Code, the Board of Directors may
elect not to make such adjustment or substitution but rather shall use
reasonable efforts to effect such other adjustment of each then outstanding
stock option as the Board of Directors in its sole discretion shall deem
equitable and which will not result in any disqualification, modification,
extension or renewal (within the meaning of section 425 of the Code) of such
stock option.
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<PAGE> 9
SECTION 7
Effect of the Plan on the Rights of Directors or Employees
Neither the adoption of the Plan nor any action of the Board
or the Committee pursuant to the Plan shall be deemed to give any Director or
employee any right to be granted a stock option and/or stock appreciation rights
under the Plan and nothing in the Plan, in any stock option or in any stock
appreciation rights granted under the Plan, or in any stock option agreement or
any stock appreciation rights agreement shall confer any right to any Director
or employee to continue as a Director of the Bank or any Subsidiary or to
continue in the employ of the Bank or any Subsidiary or interfere in any way
with the rights of the Bank or any Subsidiary to terminate the employment of any
employee at any time.
SECTION 8
Amendment
The right to alter and amend the Plan at any time and from
time to time and the right to revoke or terminate the Plan are hereby
specifically reserved to the Board; provided always that no such revocation or
termination shall terminate any outstanding stock option and/or stock
appreciation rights theretofore granted under the Plan; and provided further
that no such alteration or amendment of the Plan shall, without prior
shareholder approval, (a) increase the total number of shares which may be
issued or delivered under the Plan, (b) make any changes in the class of
eligible Directors or employees or (c) extend the periods set forth in the Plan
during which stock options and/or stock appreciation rights may be granted. No
alteration, amendment, revocation or termination of the Plan shall, without the
written consent of the holder of a stock option and/or stock appreciation rights
theretofore granted under the Plan, adversely affect the rights of such holder
with respect to such stock option or stock appreciation rights.
SECTION 9
Effective Date and Duration of Plan
The date of adoption of the Plan shall be December 30, 1988
provided that the Plan is ratified and approved by the affirmative vote of the
holders of at least a majority of the outstanding shares of voting stock of the
Bank at a meeting of such holders duly called, convened and held on or prior to
December 30, 1989. No stock option or stock appreciation rights granted under
the Plan may be exercised until after such ratification and approval. No stock
option or stock appreciation rights may be granted under the Plan subsequent to
December 30, 1998.
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<PAGE> 1
EXHIBIT 4.3
CONCORD SAVINGS BANK
1988 STOCK OPTION PLAN
Adopted February 23, 1988
1. Purposes. The purpose of the Concord Savings Bank 1988 Stock
Option Plan (the "Plan") is to further the growth and development of Community
Bankshares, Inc. (the "Company") and its subsidiary corporations by granting to
those employees of the Company's wholly-owned subsidiary, Concord Savings Bank,
and its subsidiary corporations (hereinafter referred to, unless the context
otherwise requires, as the "Bank") referred to in Section 6, as an incentive and
encouragement to stock ownership, options to purchase shares of Common Stock of
the Company, and thereby obtain a proprietary interest in the enterprise and a
more direct stake in its continuing welfare.
2. Administration. The Plan shall be administered by the Stock
Option Plan Committee (the "Committee") appointed by the Board of Directors of
the Company (the "Board"). Each of the members of the Committee shall be
ineligible to participate in the Plan.
3. Grant of Options. Options to purchase shares of Common Stock
of the Company shall be granted on behalf of the Company by the Board upon the
recommendation of the Committee; provided, however, that no options under the
Plan may be granted after February 22, 1998. The Committee shall, from time to
time and within the limits of the Plan, recommend to the Board the persons to
whom options are to be granted, the number of shares to be optioned and Limited
Rights (as defined in Section 9) to be granted to each, the option price, the
manner in which such option price shall be payable, and the time or times during
the Exercise Period (as defined in Section 8) at which each such option and
Limited Right shall become exercisable. Options granted under the Plan may be
either incentive stock options, within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), or non-qualified stock
options. Each option granted under the Plan shall be designated by the Board at
the time the option is granted as either an incentive stock option or a non-
qualified stock option.
4. Definitions. As used herein, the terms "subsidiary
corporation" and "parent corporation" shall mean a "subsidiary corporation" and
a "parent corporation" as such terms are defined in Section 425 of the Code.
5. Shares Subject to the Plan. An aggregate of 80,000 shares of
Common Stock of the Company shall be available for the grant of options under
the Plan. Such shares may be authorized and unissued shares or shares held in
the Company's treasury. All shares subject to options that shall have terminated
or shall have been cancelled for any reason (other than by surrender for
cancellation upon any exercise of all or part of such options) will be available
for subsequent optioning under the Plan.
<PAGE> 2
6. Participants. All officers and other key employees of the
Bank shall be eligible to receive options and thereby become participants in the
Plan, except that no director who is not also an officer or employee of the Bank
and no director who is a member of the Committee referred to in Section 2 shall
be eligible to participate. For purposes of determining eligibility of
individuals to receive non-qualified stock options under the preceding sentence,
and for such purposes only, the term "employee" shall include (without
limitation) persons who are employed by the Bank as consultants. In granting
options the Board may include or exclude previous participants in the Plan as
the Board may determine.
7. Option Price. The price at which shares may from time to time
be optioned shall be in the case of incentive stock options not less than the
fair market value of such shares at the time the option is granted, as
determined in good faith by the Board upon the recommendation of the Committee
at each time that such options are granted by it, and in the case of non-
qualified stock options not less than 85% of such fair market value.
8. Option Period. Subject to Sections 16 and 17 and the
following provisions of this Section 8, the period for exercising an option (the
"Exercise Period") shall be as provided in each option granted by the Company to
the participant. Notwithstanding any provisions hereof to the contrary, the
Exercise Period shall in no event be longer than the period beginning with the
date of grant and ending not later than ten years from such date of grant.
If a participant retires during the Exercise Period, such
option shall be exercisable by him or her only during the three months following
his or her retirement (but in no event after the expiration of the Exercise
Period) and only as to the number of shares, if any, as to which it was
exercisable immediately prior to retirement.
If a participant dies during the Exercise Period, such option
shall be exercisable by either his or her executor or administrator or, if not
so exercised, by the legatees or the distributees of his or her estate, only
during the six months following his or her death (but in no event after the
expiration of the Exercise Period). During such six month period, the option
shall be exercisable as to the full number of shares as to which it had not been
previously exercised.
If a participant ceases to be an employee of the Bank for any
cause other than retirement or death during the Exercise Period, such option
shall be exercisable by him or her only during the thirty days following the
cessation of his or her employment (but in no event after the expiration of the
Exercise Period) and only as to the number of shares, if any, as to which it was
exercisable immediately prior to cessation of employment.
9. Limited Stock Appreciation Rights. The Board upon the
recommendation of the Committee may grant a limited stock appreciation right (a
"Limited Right") to the holder of any stock option granted under the Plan (the
"Related Option") with respect to the shares of Common Stock covered by such
Related Option. A Limited Right shall be granted only at the time of grant of
the Related Option. Each Limited Right shall be transferable only when and
- 2 -
<PAGE> 3
to the extent that the Related Option is transferable. No Limited Right granted
pursuant to this Section 9 with respect to an incentive stock option shall be
exercisable while there is outstanding (within the meaning of Section 422A of
the Code) any incentive stock option which was previously granted to such
holder. A Limited Right may be exercised only when the market price per share of
the Common Stock subject to the Related Option exceeds the option price per
share of such stock, and only during the period beginning on the Date of Change
of Control (as defined in Section 17 hereof) and ending on the thirtieth day
following such date. Each Limited Right shall be exercisable only if and to the
extent that the Related Option is exercisable. Notwithstanding the provisions of
the two immediately preceding sentences and in addition to the limitations
contained therein, no Limited Right which is granted to an officer or director
of the Company or to a participant who thereafter becomes an officer or director
of the Company may be exercised until the expiration of six months from the date
of its grant. Upon the exercise of a Limited Right, the Related Option shall
cease to be exercisable as to the shares of Common Stock with respect to which
such Limited Right was exercised, and such Related Option shall be considered to
have been exercised to that extent. Upon the exercise or termination of a
Related Option, the Limited Right granted with respect thereto shall terminate
to the same extent.
Upon the exercise of a Limited Right, the holder thereof shall
receive an amount in cash equal to the product obtained by multiplying (i) the
excess of the market price per share of the Common Stock of the Company (or in
the case of a Reorganization as defined in Section 16, its successor) subject to
the Related Option at the time the Limited Right is exercised over the option
price per share of such stock by (ii) the number of shares of Common Stock with
respect to which such Limited Right is being exercised, less all amounts
required under the applicable provisions of the Code and state and local laws to
be withheld with respect to such exercise.
Each Limited Right shall be granted on such terms and
conditions not inconsistent with the Plan as the Board upon the recommendation
of the Committee may determine and shall be evidenced by an agreement setting
forth such terms and conditions executed by the Company and the holder of the
Limited Right.
To exercise a Limited Right, the holder shall (i) give written
notice thereof to the Company either by delivery in hand to the Treasurer of the
Company or by mailing by registered mail to the Company, marked "Attention:
Treasurer," at its principal place of business in Concord, New Hampshire,
specifying the number of shares of Common Stock with respect to which he or she
is exercising the Limited Right and (ii) if requested by the Company, deliver
the agreement relating to the Limited Right being exercised and the option
agreement for the Related option to the Treasurer of the Company, who shall
endorse thereon a notation of such exercise and return the Limited Right
agreement and option agreement to the holder thereof. The date of exercise of a
Limited Right which is validly exercised shall be deemed to be the date on which
the Company shall have received the notice referred to in the immediately
preceding sentence.
- 3 -
<PAGE> 4
10. Payment for Shares and Related Matters. Full payment for
shares purchased, together with the amount of any tax or excise due in respect
of the sale and issue thereof, shall be paid at the time of exercise and shall
be made in cash or by certified or bank cashier's check or, in the discretion of
the Committee, in whole or in part by delivery of shares of Common Stock of the
Company having a fair market value at the date of such delivery (determined in a
manner approved by the Committee) of not less than the amount for which payment
is being made by delivery of the shares. The Company will issue no certificates
for shares until (a) full payment therefor has been made and (b) the person
purchasing such shares provides for payment to (or withholding by) the Company
of all amounts required under then applicable provisions of the Code and state
and local tax laws to be withheld with respect to such purchase, and a
participant shall have none of the rights of a stockholder until certificates
for the shares purchased are issued to him or her.
11. Nonassignability. Each option and Limited Right by its terms
shall not be transferable otherwise than by will or the laws of descent and
distribution and shall be exercisable, during a participant's lifetime, only by
him or her.
12. Conditions to Exercise of Options. The Board may, in its
discretion, require as conditions to the exercise of options and the issuance of
shares thereunder either (a) that a registration statement under the Securities
Act of 1933, as amended, with respect to the options and the shares to be issued
on the exercise thereof shall have become, and continue to be, effective, or (b)
that the participant (i) shall have represented, warranted and agreed, in form
and substance satisfactory to the Company, at the time of exercising the option,
that he or she is acquiring the shares for his or her own account, for
investment and not with a view to or in connection with any distribution, (ii)
shall have agreed to restrictions on transfer in form and substance satisfactory
to the Company and (iii) shall have agreed to an endorsement which makes
appropriate reference to such representations, warranties, agreements and
restrictions on the certificate(s) representing the shares.
13. Conditions to Effectiveness of the Plan. The Plan shall not
become effective and any options and Limited Rights granted hereunder shall not
be exercisable unless and until the Plan shall have been duly approved by the
stockholders of the Company. No option or Limited Right shall be granted or
exercised if such grant or exercise or the issuance of shares pursuant thereto
would be contrary to law or the regulations of any duly constituted authority
having jurisdiction.
14. Alteration, Termination, Discontinuance, Suspension or
Amendment. The Board may alter, terminate, discontinue, suspend or amend the
Plan. The Board may not, however, increase the maximum number of shares in the
aggregate that may be offered for sale under options or change the manner of
determining the option price or, without the consent of the participant, alter
or impair any option previously granted to him or her under the Plan, except as
provided in Section 16.
- 4 -
<PAGE> 5
15. Effect of Changes in Common Stock. If the Company shall
combine, subdivide or reclassify the shares of Common Stock which have been or
may be optioned, or shall declare thereon any dividend payable in shares of
Common Stock, or shall reclassify or take any other action of a similar nature
affecting the Common Stock, then the number and class of shares of stock as to
which options or Limited Rights may thereafter be granted (in the aggregate and
to any participant) shall be appropriately adjusted and, in the case of each
option and Limited Right outstanding at the time of any such action, the number
and class of shares which may thereafter be purchased pursuant to such option,
the option price per share and any Limited Right with respect thereto shall
likewise be appropriately adjusted, all to such extent as may be determined by
the Board upon the recommendations of the Committee, with the approval of
counsel, to be necessary to preserve unimpaired the rights of the participant.
Each and every such determination shall be conclusive and binding upon such
participant.
16. Effect of Reorganizations. In case of any one or more
reclassifications, changes or exchanges of outstanding shares of Common Stock or
other stock (other than as provided in Section 15), or consolidations of the
Company with, or mergers of the Company into, other corporations, or other
recapitalizations or reorganizations (other than consolidations with a
subsidiary in which the Company is the continuing corporation and which do not
result in any reclassifications, changes or exchanges of outstanding shares of
the Company), or in case of any one or more sales or conveyances to another
corporation of the property of the Company as an entirety, or substantially as
an entirety, any and all of which are hereinafter in this Section called
"Reorganizations," a participant shall have the right, upon any subsequent
exercise of an option, to acquire the same kind and amount of securities and
property which such participant would then have if such participant had
exercised such option immediately before the first of any such Reorganizations
and continued to hold all securities and property which came to such participant
as a result of that and subsequent Reorganizations, less all securities and
property surrendered or cancelled pursuant to any of same, the adjustment rights
in Section 14 and this Section being continuing and cumulative, except that,
notwithstanding any provision of Section 8 to the contrary, the Board shall have
the right in connection with such Reorganizations, upon not less than 30 days'
written notice to the participants, to terminate the Exercise Period, and in
such event all outstanding options, other than options as to which one of the
events referred to in the second and fourth paragraphs of Section 8 has
occurred, may be exercised, in whole or in part, and all outstanding options as
to which the third paragraph of Section 8 is applicable, may be exercised to the
extent thereby permitted, in each case only at a time prior to or simultaneously
as of the consummation of such Reorganization. Liquidations shall be deemed such
Reorganizations for the foregoing purposes.
17. Effect of Change in Control. If any individual, corporation
or other entity ("person") shall become the beneficial owner of 50% or more of
the outstanding shares of Common Stock of the Company (other than by reason of a
merger in which the Company is the continuing corporation and which does not
result in any reclassification of outstanding shares of Common Stock of the
Company), then upon the date such event occurs (the "Date of Change of Control")
all options and Limited Rights theretofore granted hereunder and not fully
exercisable shall (subject to the provisions of the Plan and any other
limitation applicable to such
- 5 -
<PAGE> 6
options or Limited Rights) become exercisable in full for a period of thirty
days following such date; provided, however, that no Related Option or Limited
Right shall be exercisable by an officer or director of the Company or by a
person who was an officer or director of the Company at the time the Related
Option and Limited Right were granted to him or her within six months of the
date of grant of such Related Option and Limited Right.
For the purpose of this Section, a person shall be deemed to
be the beneficial owner of shares of Common Stock of the Company which are
beneficially owned, directly or indirectly, by any other person (a) with which
it or its "affiliate" or "associate" (as hereinafter defined) has any agreement,
arrangement or understanding for the purposes of acquiring, holding, voting or
disposing of Common Stock of the Company or (b) which is its "affiliate" or
"associate". For the purposes of this Section, a person is an "affiliate" of
another person if the former directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
latter; and a person is an "associate" of (1) any corporation or organization
(other than the Company or any of its subsidiary corporations) of which such
person is an officer or partner or is, directly or indirectly, the beneficial
owner of 10% or more of any class of equity securities, (2) any trust or estate
in which such person has a substantial beneficial interest or as to which such
person serves as trustee or in a similar fiduciary capacity and (3) any relative
or spouse of such person, or any relative of such spouse, who has the same home
as such person or who is a director or officer of the Company or any of its
subsidiary corporations.
18. Interpretation. The Committee referred to in Section 2
appointed by the Board to administer the Plan is authorized to interpret the
Plan and to make and amend such regulations with regard to the Plan as it may
deem appropriate. No such interpretation or regulation shall, however, become
effective until the same shall have been approved by the Board.
- 6 -
<PAGE> 1
EXHIBIT 5
[Devine, Millimet & Branch, Professional Association Letterhead]
September 22, 1997
CFX Corporation
102 Main Street
Keene, New Hampshire 03431
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 on Form S-8
(the "Post- Effective Amendment") to the Registration Statement on Form S-4
(File No. 333-29243) (the "Registration Statement") of CFX Corporation, a New
Hampshire corporation ("CFX"), relating to shares of CFX Common Stock, par value
$0.66 2/3 per share ("CFX Common Stock"), which may be offered to holders of
options ("Community Options") to purchase shares of common stock of Community
Bankshares, Inc. ("Community"), par value $0.10 per share ("Community Common
Stock"), made under and in accordance with the Community Bankshares, Inc. 1992
Stock Option Plan, the Centerpoint Bank 1989 Stock Option Plan, the Concord
Savings Bank 1988 Stock Option Plan, and the Concord Savings Bank 1985
Employee Stock Option Plan (collectively, the "Community Plans"), which
Community Options have been assumed by CFX and converted into a right to
purchase shares of CFX Common Stock pursuant to the terms of an Agreement and
Plan of Reorganization and a related Plan of Share Exchange, both dated as of
March 24, 1997, by and among CFX, Community and certain of their respective
affiliates (collectively, the "Reorganization Agreement"). You have asked us
to furnish an opinion to be included as Exhibit 5 to the Post-Effective
Amendment. This opinion relates only to shares of CFX Common Stock that may be
issued to holders of Community Options outstanding on the Effective Date (as
defined in the Reorganization Agreement).
In conjunction with the furnishing of this opinion, we have examined
the Reorganization Agreement, the Community Plans, certified copies of the
Articles of Incorportion and the By-laws of CFX and the minutes of relevant
meetings of the directors and of the shareholders of CFX. We have further
examined such other corporate documents and have made such investigation of
matters of fact and law as we have deemed necessary to render this opinion.
Based upon such examination and investigation, and upon the assumptions that
there will be no material changes in the documents examined and the matters
investigated, we are of the opinion that:
1. The shares of CFX Common Stock that may be offered to holders
of Community Options after the Effective Date pursuant to the
terms of the Reorganization Agreement have been duly
authorized by CFX.
<PAGE> 2
2. The shares of CFX Common Stock to be issued upon exercise of
any Community Options in accordance with the terms of the
Community Plans, and any stock option agreement pursuant
thereto, and payments of the consideration (in amounts not
less than the par value per share) specified in the
Reorganization Agreement, will be validly issued, fully paid
and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment.
Very truly yours,
DEVINE, MILLIMET & BRANCH,
PROFESSIONAL ASSOCIATION
- 2 -
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No.
333-29243), of our report dated January 29, 1997, except for Note W as to which
the date is March 24, 1997, and incorporated by reference in the Annual Report
on Form 10-K of CFX Corporation for the year ended December 31, 1996, and to the
reference to us in Item 5 of the Post-Effective Amendment.
/s/ Wolf & Company, P.C.
------------------------
Wolf & Company, P.C.
Boston, Massachusetts
September 19, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No.
333-29243), of our report dated January 13, 1997, except for Note 20 as to which
the date is February 13, 1997, included in the Annual Report of Portsmouth Bank
Shares, Inc. and Subsidiary for the year ended December 31, 1996 and
incorporated by reference in the Current Report on Form 8-K of CFX Corporation
dated as of August 29, 1997, and to the reference to us in Item 5 of the
Post-Effective Amendment.
/s/ Shatswell, MacLeod & Company, P.C.
--------------------------------------
Shatswell, MacLeod & Company, P.C.
West Peabody, Massachusetts
September 18, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report, incorporated herein by reference,
dated January 22, 1997, relating to the consolidated balance sheets of Community
Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995 and June 30,
1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the year ended December 31, 1996, the
six months ended December 31, 1995, and for each of the years in the two-year
period ended June 30, 1995, which report appears in the December 31, 1996 annual
report on Form 10-K of Community Bankshares, Inc. and is incorporated by
reference in the Current Report on Form 8-K of CFX Corporation dated as of
August 29, 1997 and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the Post-Effective Amendment No. 1 on Form S-8 to
the Registration Statement on Form S-4.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Boston, Massachusetts
September 22, 1997
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of CFX Corporation, a corporation organized under the laws of the state
of New Hampshire (the "Corporation"), hereby constitutes and appoints Peter J.
Baxter, Mark A. Gavin, Gregg R. Tewksbury and Steven L. Kaplan, and each of them
(with full power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents for him or her and on his or her behalf and in his
or her name, place and stead, in all cases with full power of substitution and
resubstitution, in any hand and all capacities, to sign, execute and affix his
or her seal to and file with the Securities and Exchange Commission (or any
other governmental or regulatory authority) a Registration Statement on Form S-4
or any other appropriate form and all amendments or supplements (including
post-effective amendments) thereto with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration of
shares of common stock, par value $0.66 2/3 per share, of the Corporation, and
grants to each of them full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully and to all intents and purposes as he
himself or she herself might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned director and or officer has hereunto
set his or her hand and seal, as of the date specified.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Timothy J. Connors Director August 29, 1997
- ----------------------------------------------------------
Timothy J. Connors
/s/ Douglas Crichfield Director August 29, 1997
- ----------------------------------------------------------
Douglas Crichfield
/s/ Mark E. Simpson Director August 29, 1997
- ----------------------------------------------------------
Mark E. Simpson
/s/ Robert W. Simpson Director August 29, 1997
- ----------------------------------------------------------
Robert W. Simpson
</TABLE>
