[LOGO]
REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
March 16, 1994
Dear Stockholder:
The Directors and Officers of Republic New York Corporation cordially
invite you to attend the Annual Meeting of Stockholders of the Corporation
to be held on Wednesday, April 20, 1994 at 11:00 A.M., New York time.
The meeting will be held at the office of the Corporation at 452 Fifth
Avenue, New York, New York. Notice of the Annual Meeting and Proxy
Statement are enclosed.
You are urged to mark, sign, date and mail the enclosed proxy immediately.
By mailing your proxy now you will not be precluded from attending the
meeting. Your proxy is revocable; in the event you find it convenient to
attend the meeting, you may, if you wish, withdraw your proxy and vote
in person.
For your information, enclosed is the 1993 Annual Report of Republic New
York Corporation.
Very truly yours,
Walter H. Weiner,
Chairman of the Board
[LOGO]
REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
______________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 20, 1994
______________________
NOTICE IS HEREBY GIVEN THAT, pursuant to the call of the Board of Directors
of Republic New York Corporation ("Republic Corporation"), the Annual
Meeting of Stockholders of Republic Corporation will be held on Wednesday,
April 20, 1994 at 11:00 A.M., New York time, at 452 Fifth Avenue, Borough
of Manhattan, City and State of New York, for the purpose of considering
and voting upon the following matters described in the attached Proxy
Statement:
1. Election of directors;
2. Approval of 1994 Performance Based Incentive Compensation Plan;
3. Approval of selection of auditors; and
4. Any other business which may properly be brought before the
meeting or any adjournment thereof.
The record date and hour for determining stockholders entitled to notice
of and to vote at the meeting, including any adjournment thereof, have
been fixed as of the close of business on March 8, 1994.
By Order of the Board of Directors,
WILLIAM F. ROSENBLUM, JR.,
Senior Vice President and
Corporate Secretary
March 16, 1994
YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON. IF YOU ATTEND THE MEETING, YOU MAY
NEVERTHELESS, IF YOU WISH, WITHDRAW YOUR PROXY AND VOTE IN PERSON.
[LOGO]
REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 20, 1994
________________
This Proxy Statement is furnished to the stockholders of Republic
New York Corporation ("Republic Corporation") in connection with
the solicitation of proxies by the Board of Directors of Republic
Corporation for the Annual Meeting of Stockholders to be held on
April 20, 1994.
The record date and hour for determining the stockholders of
Republic Corporation entitled to notice of and to vote at the
meeting have been fixed as of the close of business on March 8,
1994. At such date, 52,533,288 shares of Republic Corporation
Common Stock were outstanding and entitled to vote. Each share of
Republic Corporation Common Stock held on the record date entitles
the holder thereof to one vote for each director being elected
(with no cumulative voting permitted) and to one vote on each other
matter. This Proxy Statement and the form of proxy furnished
herewith were first sent to Republic Corporation stockholders on
March 16, 1994.
ELECTION OF DIRECTORS
In accordance with the By-Laws of Republic Corporation, the number
of directors of Republic Corporation to be elected at the Annual
Meeting has been established at twenty-four. If elected, each
nominee will serve until the next Annual Meeting of Stockholders
and until the election and qualification of his or her successor.
Each of the nominees named below is presently a director of
Republic Corporation and, with the exception of E. Daniel Morris,
was elected to such office at last year's Annual Meeting. Mr.
Morris was elected a director on July 21, 1993 at a regular meeting
of the Board of Directors of Republic Corporation.
A plurality of the votes cast at the meeting is required for the
election of directors. Neither abstentions nor broker non-votes
have any effect on the election of directors. If any nominee
becomes unwilling or unable to accept nomination or election, which
is not anticipated, it is intended that the persons acting under
the proxy will vote for the election in his or her stead of such
other person as the Nominating Committee of the Board of Directors
may recommend.
Listed below are the names and ages of the nominees, the year in
which each first became a director, their principal occupations for
the past five years (including, where applicable, positions with
Republic National Bank of New York ("Republic Bank") and Republic
Bank for Savings ("RBS"), Republic Corporation's principal
subsidiaries) and the number of shares of Republic Corporation's
Common Stock beneficially owned by each as of December 31, 1993.
<TABLE>
<CAPTION>
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares (1)
<S> <C> <C> <C>
Kurt Andersen. . . . . 1988 Executive Vice President of Republic Bank, 27,025 shs.(2)
49 years Regional (Far East) General Manager
and Manager of Republic Bank's Hong
Kong Branch and Manager of Republic
Bank's wholly-owned subsidiary in
Singapore.
Peter A. Cohen . . . . 1992 Vice Chairman of Republic Corporation 11,705 shs.(3)(4)
47 years Securities Corporation since November,
1992, having been a consultant, princi-
pally with Andrew Lauren & Co., from
February, 1990 to November, 1992, and
Chairman and Chief Executive Officer
of Shearson Lehman Hutton, Inc. for
over one year prior thereto. Also a
director of Andover Togs, Inc. and
Presidential Life Corporation.
Albert S. Corwen . . . . 1974 President of John Mullins & Sons, Inc., a 44,583 shs.(5)
65 years furniture retailer.
Cyril S. Dwek . . . . . 1974 Vice Chairman of the Board of Republic 64,894 shs.
57 years Bank and Vice Chairman of Republic Cor-
poration.
Ernest Ginsberg . . . . 1985 Vice Chairman of the Board of Republic 17,868 shs.(2)(6)
63 years Bank (and General Counsel until July,
1990) and Vice Chairman and General
Counsel of Republic Corporation.
(table continued on next page)
2
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares (1)
Nathan Hasson . . . . 1993 Vice Chairman of the Board and Treasurer 20,761 shs.(2)(7)
48 years of Republic Bank for over five years and
Vice Chairman of Republic Corporation
since January, 1993
Morris Hirsch . . . . . 1974 Senior Consultant to Republic Corporation. 1,026 shs.
78 years
Jeffrey C. Keil . . . . 1978 Vice Chairman of the Board of Republic 8,873 shs.(8)
50 years Bank and President of Republic Corpora-
tion.
Peter Kimmelman . . . . 1979 A private investor. 2,362 shs.(9)
49 years
Leonard Lieberman . . . 1990 A director (and Chairman, President and 750 shs.
65 years Chief Executive Officer, from January,
1991 to May, 1991) of Outlet Communi-
cations, Inc. Also a director of various
companies, including Celestial Season-
ings, Inc. and Sonic Corp. for over five
years, and La Petite Academy, Inc. since
October, 1993.
William C. MacMillen, Jr. . 1974 President of William C. MacMillen & Co., 6,702 shs.
80 years Inc., an investment banking firm. Also a
director of Financial Federal Corporation.
Martin F. Mertz . . . . 1987 Chairman of the Executive Committee of 7,500 shs.
69 years RBS since May, 1990, having been Chair-
man and of its predecessor savings bank
for over one year prior thereto.
James L. Morice . . . . 1987 Partner, Mirtz Morice, Inc., a management 330 shs.(10)
56 years consulting firm.
E. Daniel Morris . . 1993 President of Corsair Capital Corporation, 1,000 shs.
52 years a private investment bank, since October,
1992, having been a private investor for
over one year prior thereto, and President
and Chief Executive Officer of the U.S.
investment banking affiliate of Barclays
Bank from January, 1989 to July, 1991.
(table continued on next page)
3
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares (1)
Janet L. Norwood . . . 1992 Senior Fellow of The Urban Institute, a re- 750 shs.
70 years search organization in Washington, D.C.,
since January, 1992. Commissioner of the
Bureau of Labor Statistics of the U.S. De-
partment of Labor for over three years
prior thereto.
John A. Pancetti . . . . 1990 Chairman of the Board and Chief Executive 71,250 shs. (2)
64 years Officer of RBS since May, 1990 (and
President from May, 1990 to March, 1991)
having been Chairman of the Board of
Trustees and Chief Executive Officer of
its predecessor savings bank prior thereto.
Vice Chairman of the Board of Republic
Bank since March, 1991 and Vice Chairman
of Republic Corporation since April, 1991.
Javier Perez de Cuellar . . 1992 Secretary General of the United Nations for -0- shs.
74 years over three years until his retirement in
December, 1991.
Vito S. Portera . . . . 1986 Vice Chairman of Republic Corporation and 23,254 shs.(2)
51 years Vice Chairman of the Boards of Republic
Bank and RBS. Also, Chairman of the
Board of Republic International Bank of
New York, the Miami, Florida Edge Act
subsidiary of Republic Bank.
Wilbur M. Rabinowitz . . 1974 A private investor. 7,174 shs.(11)
76 years
William P. Rogers . . . . 1989 Senior Partner, Rogers & Wells, attorneys. 30,000 shs.
80 years
Dov C. Schlein . . . . . 1987 President of Republic Bank and Vice Chair- 18,600 shs.(2)(12)
46 years man of Republic Corporation.
Jacques Tawil . . . . . 1985 Senior Consultant to Republic Corporation 37,500 shs.
67 years since August, 1992. Director, since May,
1990, with oversight responsibility for the
Treasury and the Foreign Exchange Com-
mittees until July, 1992, and General Manager,
from March, 1988 to May, 1990, of Republic
National Bank of New York (Suisse) S.A.,
an affiliate of Republic Bank.
(table continued on next page)
4
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares (1)
Walter H. Weiner . . . . 1978 Chairman of the Board and Chief Executive 40,704 shs.(2)(13)(14)
63 years Officer of Republic Bank and Republic
Corporation.
Peter White . . . . . 1974 Senior Consultant to Republic Bank. 33,256 shs.
91 years
___________
<FN>
<F1>
(1) No director's ownership of shares of Common Stock exceeded one percent (1%) of the outstanding shares
of such class.
<F2>
(2) Includes 9,500 shares for Kurt Andersen, 10,750 shares for Ernest Ginsberg, 11,311 shares for
Nathan Hasson, 48,600, shares for John A. Pancetti, 7,000 shares for Vito S. Portera, 9,500 shares
for Dov C. Schlein and 5,000 shares for Walter H. Weiner which were awarded pursuant to Republic
Corporation's 1985 Restricted Stock Plan and which are subject to a substantial risk of forfeiture
for various restricted periods, the latest of which expires on January 15, 1998.
<F3>
(3) Includes 205 shares owned by Mr. Cohen's wife, 700 shares owned by Mr. Cohen's daughter, 300 shares
owned by Mr. Cohen's son, in all of which he disclaims any beneficial interest, and 2,500 shares
owned by an estate of which Mr. Cohen is a co-executor with shared investment power and a
beneficiary.
<F4>
(4) The estate of which Mr. Cohen is co-executor with shared investment power and a beneficiary also owns
500 shares of Republic Corporation's $3.375 Cumulative Convertible Preferred Stock, which is less
than one percent (1%) of the outstanding shares of such class.
<F5>
(5) Includes 39,372 shares owned directly by several corporations of which Mr. Corwen is the principal
stockholder, a director and an executive officer.
<F6>
(6) Includes 7,118 shares which Mr. Ginsberg owns jointly with his wife.
<F7>
(7) Includes 9,450 shares which Mr. Hasson owns jointly with his wife.
<F8>
(8) Includes 6,173 shares allocated to the Republic New York Corporation Common Stock Fund in Mr. Keil's
account under Republic Bank's Profit Sharing and Savings Plan.
<F9>
(9) Includes 337 shares owned by Mr. Kimmelman's wife in which he disclaims any beneficial interest.
<F10>
(10) Includes 30 shares owned by Mr. Morice's son in which he disclaims any beneficial interest.
<F11>
(11) Includes 450 shares owned by Mr. Rabinowitz's wife in which he disclaims any beneficial interest.
<F12>
(12) Includes 9,100 shares which Mr. Schlein owns jointly with his wife.
<F13>
(13) Includes 25,273 shares for Walter H. Weiner which were issued pursuant to Republic Corporation's
Restricted Stock Election Plan and which are subject to a substantial risk of forfeiture until
December 31, 1997.
<F14>
(14) Includes 3,105 shares owned by a Keogh Plan pension trust of which Mr. Weiner is the beneficiary and
2,100 shares owned by Mr. Weiner's wife in which he disclaims any beneficial interest.
All nominees as a group beneficially owned 477,867 shares of Republic Corporation's Common Stock or ap-
proximately .9% of the outstanding shares.
</TABLE>
5
For certain information concerning business relationships and
transactions between Republic Corporation, its subsidiaries and
affiliates and certain nominees, see "Transactions with Management
and Related Persons" below.
Directors' Committees
The Board of Directors of Republic Corporation has established
Audit, Community Reinvestment Act, Credit Review, Employee
Compensation and Benefits, Executive, Finance, Investment,
Nominating, Public Responsibility and Risk Assessment Committees.
The Audit Committee of the Board of Directors of Republic Corpora-
tion, consisting of Morris Hirsch, Peter Kimmelman, Leonard
Lieberman, William C. MacMillen, Jr. (Chairman), Janet L. Norwood
and William P. Rogers, recommends the selection of the independent
auditors, reviews the plan for the current year's audit and the
results of the prior year's audit, approves the non-audit profes-
sional services provided by such auditors, and reviews and
supervises the scope and adequacy of Republic Corporation's
internal audit and internal accounting controls. During 1993, the
Audit Committee held seven meetings.
The Community Reinvestment Act Committee, consisting of Albert S.
Corwen, Martin F. Mertz, James L. Morice (Chairman), John A.
Pancetti, Walter H. Weiner and Peter White, is responsible for, and
coordinates at the holding company level, the Community
Reinvestment Act activities of Republic Bank and RBS, including the
review and supervision of Republic Corporation's compliance with
the respective Community Reinvestment Acts of the federal
government and the State of New York. During 1993, the Community
Reinvestment Act Committee held eleven meetings.
The Credit Review Committee, consisting of Morris Hirsch, Peter
Kimmelman (Chairman), Leonard Lieberman, William C. MacMillen, Jr.,
E. Daniel Morris, Janet L. Norwood, John A. Pancetti, Walter H.
Weiner and Peter White, reviews and monitors Republic Corporation's
Credit Policy Statement and the net debit cap levels. During 1993,
the Credit Review Committee held ten meetings.
The Employee Compensation and Benefits Committee, composed of three
outside directors, Peter Kimmelman, James L. Morice (Chairman) and
Wilbur M. Rabinowitz, oversees the compensation for officers and
employees of Republic Corporation and its subsidiaries. The
Committee considers and recommends to the Board of Directors
compensation plans and benefit programs in which officers and
employees of Republic Corporation and its subsidiaries are eligible
to participate and administers such plans and programs, with the
authority to grant any awards or benefits thereunder. During 1993,
the Employee Compensation and Benefits Committee held eight
meetings.
The Executive Committee, consisting of Peter Kimmelman (Chairman),
William C. MacMillen, Jr. and Walter H. Weiner, meets, when
necessary, between meetings of the Board of Directors with the
authority to exercise all the powers of the Board of Directors to
the extent permitted by law and Republic Corporation's By-Laws.
During 1993, the Executive Committee held ten meetings and took
action two times by Unanimous Written Consent.
The Finance Committee, consisting of Jeffrey C. Keil (Chairman),
E. Daniel Morris, Dov C. Schlein and Walter H. Weiner, is charged
with monitoring the capital adequacy of Republic Corporation and
developing and supervising programs to fund the capital
requirements of Republic Corporation and its subsidiaries and
recommending to the Board of Directors the means necessary to carry
out such programs. Pursuant to
6
delegated authority from the Board of Directors, the Finance
Committee establishes the price and related terms of certain
securities publicly offered by Republic Corporation. During 1993,
the Finance Committee did not hold any meetings but instead took
action once by Unanimous Written Consent.
The Investment Committee, consisting of Morris Hirsch, Peter
Kimmelman, Leonard Lieberman (Chairman), E. Daniel Morris, Janet
L. Norwood and John A. Pancetti, and Mr. Keil as an ex-officio
member, authorizes and supervises Republic Corporation's
investments in securities and other property. During 1993, the
Investment Committee held eleven meetings.
The Nominating Committee consists of Wilbur M. Rabinowitz, Dov C.
Schlein and Walter H. Weiner (Chairman). Its principal function
is to consider and propose to the Board of Directors a slate of
nominees for election to the Board of Directors each year at the
Annual Meeting of Stockholders. Such Committee will consider
candidates suggested by stockholders by a letter directed to the
Corporate Secretary of Republic Corporation. The Nominating
Committee acted in February, 1994 to consider and recommend the
slate of nominees presented to the 1994 Annual Meeting of
Stockholders.
The Public Responsibility Committee consists of Ernest Ginsberg,
Leonard Lieberman, Javier Perez de Cuellar, Wilbur M. Rabinowitz
and William P. Rogers (Chairman). This Committee assists Republic
Corporation in endeavoring to maintain the highest legal and
ethical standards as well as assists in evaluating other aspects
of Republic Corporation's activities and proposed activities in
relation to its overall public responsibility and public image.
During 1993, the Public Responsibility Committee held six meetings.
The Risk Assessment Committee consists of Peter Kimmelman, Leonard
Lieberman, William C. MacMillen, Jr., E. Daniel Morris, Janet L.
Norwood (Chairwoman) and William P. Rogers, with Messrs. Portera,
Schlein and Weiner as ex-officio members. The Committee was
established in July, 1993 to identify, measure and monitor risk
relating to all activities of, and products offered by, Republic
Corporation, including evaluating the methodology employed by
management in determining the nature of risk inherent in a
particular activity or product. During 1993, the Risk Assessment
Committee held five meetings.
During 1993, Republic Corporation's Board of Directors held six
meetings. With the exception of Messrs. Andersen, Dwek, Keil,
Perez de Cuellar and Tawil, each director attended 75 percent or
more of the aggregate number of meetings held during 1993 of the
Board of Directors of Republic Corporation and the committees
thereof, if any, on which he or she served.
7
Compensation of Directors and Executive Officers
Director Compensation
Directors of Republic Corporation who are also officers of Republic
Corporation or any of its subsidiaries do not receive compensation
for their services provided as directors.
Other directors of Republic Corporation, who are not officers of
Republic Corporation or any of its subsidiaries and who are not
otherwise compensated through additional arrangements with any such
entities, generally are paid a quarterly retainer of $1,500 to
attend directors' meetings of Republic Corporation and $500 for
each meeting they attend of the Board and $400 for each meeting
they attend of a committee of the Board of which they are a member
(except that the Chairman of the committee receives an attendance
fee of $750). Other directors of Republic Corporation, who are not
officers of Republic Corporation or any of its subsidiaries and who
are otherwise compensated through additional arrangements with any
such entities, generally are paid a quarterly retainer of $800 to
attend directors' meetings of Republic Corporation and $300 for
each meeting they attend of the Board and $250 for each meeting
they attend of a committee of the Board of which they are a member
(except that the Chairman of a committee receives an attendance fee
of $400). For the fiscal year ended December 31, 1993, directors
of Republic Corporation who were not officers received retainer and
meeting fees from Republic Corporation aggregating $159,100.
In addition, in connection with services provided as a director,
consulting fees were paid in 1993 to Morris Hirsch in the amount
of $100,000, Janet L. Norwood in the amount of $50,000, Javier
Perez de Cuellar in the amount of $104,283, Jacques Tawil in the
amount of $100,000 and Peter White in the amount of $59,838.
In lieu of directors' fees, William P. Rogers received an aggregat-
e of $150,000 for the fiscal year ended December 31, 1993 as
compensation for serving as a director of Republic Corporation as
well as for serving as a director of and a senior consultant to
Republic Bank.
In 1993, Republic Corporation and Peter A. Cohen, who became a
director and executive officer of Republic Corporation in November,
1992, finalized amounts to be received by Mr. Cohen for consulting
services performed in 1991 and 1992, resulting in $175,000 being
paid to Mr. Cohen and $428,000 being accrued for his benefit.
8
Executive Compensation
Compensation Committee Report
Strategy. Since 1980, when Walter H. Weiner became Chief Executive
Officer, Republic Corporation has developed an overall compensation
strategy that provides for the determination of a portion of
executive officer compensation in relation to Republic
Corporation's performance as measured by the increase in its fully
diluted earnings per common share ("earnings per share") over a
base year of 1979, adjusted for stock splits. The Compensation
Committee believes that an increase in earnings per share is a
more accurate measure of executive performance than an increase in
cumulative total shareholder return (see the stock performance
graphs on Pages 16 and 18 of this Proxy Statement). Management
has a more direct impact on earnings by being able to increase
productivity and control expenses than it does on shareholder
return which is also subject to changes in market conditions that
are beyond management's control. In connection with implementing
this strategy, Republic Corporation has decided to keep base
salaries for executive officers fixed and to use the bonus as the
means of increasing annual compensation.
Stock Performance Graphs. The five year comparative stock
performance graph on Page 16 is included as required by Securities
and Exchange Commission rules. As explained in the preceding
paragraph, the Compensation Committee believes that executive
compensation should be related to earnings per share rather than
to cumulative total return and that cumulative total return over
five years is not necessarily a meaningful indicator of
management's performance.
Because Republic Corporation's compensation policies are designed
to encourage executive officers to manage for the long-term rather
than the short-term, the Compensation Committee's view is that the
twenty-five year comparative stock performance graph on Page 18
(which covers the entire life of Republic Bank) gives a more
meaningful picture of the relationship between Republic
Corporation's management philosophy and its stock's market
performance than does the five year graph.
Chief Executive Officer's Compensation for 1993. Mr. Weiner's
compensation, including that for 1993, continues to be based on
certain provisions that existed in his original employment
agreement which expired by its terms on December 31, 1989. Since
becoming Chief Executive Officer of Republic Corporation in
January, 1980, Mr. Weiner's base salary has remained the same and
his annual bonus has been related to the amount by which the
earnings per share for the year exceeds the earnings per share for
fiscal 1979, multiplied by an attributed notional amount of shares
used solely for the purpose of calculating Mr. Weiner's bonus.
The current amount of such attributed number of shares is the
result of three separate stock split adjustments to the original
amount of such shares awarded pursuant to Mr. Weiner's employment
agreement. Since the three-for-two stock split in October, 1991,
the notional amount of shares so attributed to Mr. Weiner has been
236,250, and the amount of the 1979 adjusted base year earnings per
share has been $1.23. For 1993, based on fully diluted earnings
per share of $5.05, the amount of the increase in earnings per
share over 1979 is approximately $3.83 per share resulting in an
aggregate bonus of $904,838. In addition to such corporate
performance based bonus amount, Mr. Weiner received an additional
bonus for 1993 of $350,162 to reward his individual performance in
successfully leading a strong management team in expanding Republic
Corporation's business during 1993 on a worldwide basis.
9
In considering Mr. Weiner's compensation, the Compensation
Committee has the discretion to grant him restricted stock pursuant
to the terms of Republic Corporation's 1985 Restricted Stock Plan
when it meets in April, 1994 to consider restricted stock awards
for the organization as a whole based on individual performance in
1993. The Committee awarded 5,000 shares of restricted stock to
Mr. Weiner in April, 199for his performance in 1992. The decision
to grant such award, including the determination of the size
thereof, was based on the Committee's subjective evaluation of Mr.
Weiner's contribution toward Republic Corporation's success in
pursuing new areas of growth in 1992.
Compensation Policies Applicable to Executive Officers for 1993.
By using the increase in earnings per share as a guide in
determining a portion of the annual bonuses of executive officers
below the level of Chief Executive Officer, Republic Corporation
is giving recognition to the fact that the management is shared by
the Chief Executive Officer and the other executive officers as a
team and, therefore, the performance of Republic Corporation, as
measured by the increase in earnings per share, reflects the joint
efforts of the group. Accordingly, each executive officer's annual
bonus reflects such officer's responsibilities in relation to those
of the Chief Executive Officer.
In considering each such relationship, the Compensation Committee
also considers the recommendations of the Chief Executive Officer
regarding individual performance in determining the total annual
bonus for executive officers below the level of Chief Executive
Officer and may award all or part of this portion of the bonus in
the form of restricted stock. The Chief Executive Officer's
recommendations in this regard are generally part of a subjective
evaluation of the performance of the individual executive officer
and the relevant business units under such officer's direction.
For 1993, bonuses recommended by the Chief Executive Officer for
the named executive officers increased between 19% to 31%, partly
as a result of the 17% increase in earnings per share for 1993 and
partly as a result of the subjective evaluation of each officer's
individual performance during 1993.
Restricted stock, if and when awarded, is granted pursuant to the
terms of Republic Corporation's 1985 Restricted Stock Plan. Any
additional compensation for individual performance in 1993 in the
form of restricted stock will be awarded when the Compensation
Committee meets in April, 1994 to consider recommendations for such
awards for the organization as a whole. The restricted stock
awards granted to Messrs. Portera and Schlein by the Compensation
Committee in April, 1993, including the determination of the size
thereof, were based on the subjective evaluation by the Chief
Executive Officer of individual performance in 1992.
Deductibility. In order to comply with new Section 162(m) of the
Internal Revenue Code and thus allow for deductibility of executive
officer compensation in excess of $1 million, the Board of
Directors of Republic Corporation has adopted the 1994 Performance
Based Incentive Compensation Plan (the "Plan"), which is being
submitted to the stockholders for approval at this Annual Meeting
(see "Approval of 1994 Performance Based Incentive Compensation
Plan" below). Prior to April 1, 1994, the Compensation Committee
will grant awards under the Plan for 1994, which will be subject
to stockholder approval of the Plan at the Annual Meeting.
Also, in order to preserve the deductibility of executive officer
compensation under the terms of the new tax law, Republic
Corporation acted to accrue bonuses in 1993, which will be paid by
March 15, 1994, for the Chief Executive Officer and the other
executive officers whose compensation is disclosed in this Proxy
10
Statement. In addition, Republic Corporation plans to enter into
agreements with such officers to defer any future compensation in
excess of the $1 million limitation, should it become necessary to
do so.
Conclusion. Through the programs described above, a significant
portion of Republic Corporation's executive officer compensation
is based on corporate performance and an evaluation of the results
of each officer's individual performance. In 1993, as in previous
years, a portion (well over 60%, in the case of executive officers
below the level of the Chief Executive Officer) of Republic
Corporation's executive compensation consisted of these variable
performance-related elements. In the case of Mr. Weiner,
approximately 85% of his 1993 compensation consisted of such
elements. The Compensation Committee intends to continue its
policy of relating executive compensation to corporate performance,
as measured by the increase in earnings per share, as well as to
individual performance.
JAMES L. MORICE, Chairman
PETER KIMMELMAN
WILBUR M. RABINOWITZ
11
<TABLE>
Summary Compensation Table
The following table sets forth the cash and noncash compensation for
each of the last three fiscal years awarded to or earned by
the Chief Executive Officer and the four other most highly
compensated executive officers of Republic Corporation.
<CAPTION>
Long Term
Annual Compensation Compensation
Restricted Stock All Other
Name and Principal Position Year Salary ($) Bonus ($) Awards ($) 1, 2, 3 Compensation ($) 4
<S> <C> <C> <C> <C> <C>
Walter H. Weiner 1993 220,750 1,255,000 - 7,763
Chairman of the Board and 1992 220,750 732,375 248,750 7,763
Chief Executive Officer of 1991 220,750 700,000 - 7,763
Republic Corporation and
of Republic Bank
Jeffrey C. Keil 1993 220,000 1,388,000 - 7,763
President of Republic Cor- 1992 220,000 1,162,862 - 7,763
poration and Vice Chair- 1991 220,000 900,000 - 7,763
man of the Board of
Republic Bank
Dov C. Schlein 1993 200,000 850,000 - 7,763
Vice Chairman of Republic 1992 200,000 650,000 248,750 7,763
Corporation and President 1991 200,000 550,000 118,125 7,763
of Republic Bank
Cyril S. Dwek 1993 200,000 775,000 - 7,763
Vice Chairman of Republic 1992 200,000 525,000 - 7,763
Corporation and Vice 1991 200,000 400,000 - 7,763
Chairman of the Board
of Republic Bank
Vito S. Portera 1993 300,000 550,000 - 7,763
Vice Chairman of Republic 1992 300,000 425,000 199,000 7,763
Corporation and Vice 1991 300,000 250,000 118,125 7,763
Chairman of the Boards
of Republic Bank and of
RBS
<FN>
<F1>
(1) Awards of restricted stock have been made pursuant to the terms of Republic Corporation's 1985 Restricted Stock Plan
to Walter H. Weiner, Dov C. Schlein and Vito S. Portera. As of December 31, 1993, Mr. Weiner owned an aggregate of
5,000 restricted shares (all of which were awarded on April 21, 1993 for 1992 performance), Mr. Schlein owned an
aggregate of 9,500 restricted shares (including 3,000 shares awarded on April 15, 1992 for 1991 performance and 5,000
shares awarded on April 21, 1993 for 1992 performance), and Mr. Portera owned an aggregate of 7,000 shares (of which
3,000 shares were awarded on April 15, 1992 for 1991 performance and 4,000 shares were awarded on April 21, 1993 for
1992 performance).
(footnotes continued on next page)
12
(footnotes continued from previous page)
The value of these shares was calculated by multiplying the closing market price of Republic Corporation's Common Stock
on the date of the award by the number of shares awarded. At December 31, 1993, such shares of restricted stock
awarded to Messrs. Weiner, Schlein and Portera had an aggregate value of $233,750, $444,125 and $327,250, respectively.
<F2>
(2) Pursuant to the terms of Republic Corporation's 1985 Restricted Stock Plan, participants in such Plan receive all
dividends paid on their shares of restricted stock.
<F3>
(3) Any awards of restricted stock to executive officers for 1993 performance under Republic Corporation's 1985 Restricted
Stock Plan will be made in April, 1994 when the Compensation Committee meets to grant such awards for the organization
as a whole and, consequently, will be disclosed in Republic Corporation's 1995 Proxy Statement.
<F4>
(4) The compensation reported represents the amount of the annual company allocations under the Profit Sharing and Savings
Plan. Each executive officer is fully vested in such amounts under the Plan.
</TABLE>
<TABLE>
Aggregated Fiscal Year End Option Values
<CAPTION>
The following table sets forth the value of any unexercised options held
by executive officers named in the Summary Compensation Table
at December 31, 1993.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End (#) at Fiscal Year End ($)
Name Exercisable*/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Walter H. Weiner -0- -0- -0- -0-
Jeffrey C. Keil -0- -0- -0- -0-
Dov C. Schlein 22,500 -0- 520,576 -0-
Cyril S. Dwek -0- -0- -0- -0-
Vito S. Portera 11,250 -0- 260,288 -0-
_____________________
<FN>
* Such options were granted at the market price on January 15, 1986 (the date of grant) pursuant to Republic Corporation's
1985 Incentive Stock Option Plan and 1985 Stock Option Plan. They became exercisable on January 15, 1991 and will
continue to be exercisable as to all or any part thereof until January 15, 1996.
</TABLE>
13
Pension Plan
<TABLE>
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in 1994 pursuant to Republic Bank's Retirement
Plan (which is a defined benefit plan) in relation to specified
classifications of average base salary for the highest paid five
consecutive years during the last ten years of employment
(excluding bonuses, overtime and other adjustments to base salary)
and years of creditable service:
<CAPTION>
Average Annual Salary
for Five Highest Paid ________________________Years of Service____________________
Consecutive Years
During Last Ten Years 15 20 25 30 35
<C> <C> <C> <C> <C> <C>
$125,000 . . . . . . . . . . . . . $30,052 $40,069 $50,086 $60,103 $63,228
150,000 . . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
175,000 * . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
200,000 * . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
225,000 * . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
250,000 * . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
300,000 * . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
400,000 * . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
450,000 * . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
500,000 * . . . . . . . . . . . . 36,427 48,569 60,711 72,853 76,603
___________
<FN>
* These figures have been limited by the annual compensation cap of $150,000 in 1994 resulting from the Omnibus Budget
and Reconciliation Act of 1993.
</TABLE>
The amounts in the foregoing table do not reflect various survivorship
options which participants may elect under the Retirement Plan and,
depending on the survivorship arrangement chosen, such amounts could
be substantially reduced.
<TABLE>
<CAPTION>
The following table presents (a) the credited years of service
pursuant to the Retirement Plan and (b) the current remuneration
covered by the Plan (i.e., base salary) for each of the five most
highly compensated executive officers of Republic Corporation.
Credited Years Covered By
Name of Service Retirement Plan (1)
<S> <C> <C>
Walter H. Weiner . . . . . . . . . . 14 $240,000
Jeffrey C. Keil . . . . . . . . . . 19 240,000
Dov C. Schlein . . . . . . . . . . . 17 200,000
Cyril S. Dwek . . . . . . . . . . . . 28 200,000
Vito S. Portera . . . . . . . . . . . 25 300,000
_____________________
<FN>
(1) Such amounts are subject to an annual compensation cap of $150,000 for 1994 in accordance with the Omnibus Budget and
Reconciliation Act of 1993.
</TABLE>
14
Benefits under the Retirement Plan are based on the participant's
base salary (which does not include bonuses, expense allowances,
profit sharing contributions, fees, overtime and other special
payments) and length of employment. The Retirement Plan provides
that, in general, the normal benefit to which a participant is
entitled at or after age 65 or after completion of at least 30
years of service is an annual amount equal to: 1.2% of average
annual compensation (as defined) up to covered compensation (as
defined) plus 1.7% of average annual compensation in excess of
covered compensation, times years of service up to 30, plus .5% of
average annual compensation times the number of years of service
in excess of 30 years of service. For purposes of the Plan,
average annual compensation means the participant's average
compensation during the participant's highest paid five consecutive
years of employment during the participant's last ten years of
employment and covered compensation means the average of the Social
Security wage bases for the 35 years ending with the participant's
Social Security retirement age (which is between ages 65-67
depending on the year the participant was born). For example, the
covered compensation amount for a participant attaining age 65 in
1994 is $24,312.
Employment Agreements
Vito S. Portera, a director and executive officer of Republic
Corporation, has an employment agreement with Republic Corpora-
tion and Republic Bank dated as of May 27, 1988, as amended March
7, 1989. The agreement provides for a base annual salary of
$300,000 ($100,000 of which is for Mr. Portera's continuing service
as Chairman of the Board of Republic International Bank of New
York, Republic Bank's Miami, Florida Edge Act subsidiary) and an
annual bonus of not less than $200,000. For the fiscal year ended
December 31, 1993, Mr. Portera received a bonus of $550,000 (which
amount is included in the Summary Compensation Table above). Also,
pursuant to his agreement, in 1988 Mr. Portera was awarded 18,000
shares (27,000 shares after giving effect to the 3-for-2 stock
split distributed in October, 1991) of Restricted Stock with a
five-year Restricted Period. For tax planning purposes, the end of
such Restricted Period was accelerated to December 31, 1992 along
with the Restricted Periods for certain awards of Restricted Stock
to all senior officers of Republic Corporation. At such date,
such shares had a fair market value of $1,262,250. At the time he
entered into his agreement, Mr. Portera received a twenty-three
year residential first mortgage loan from Republic Corporation to
finance the purchase of his relocated residence in New York State
in the amount of $1,000,000 at an annual interest rate of 10% with
principal payments commencing in the ninth year. As of December
31, 1993, the outstanding principal amount of Mr. Portera's
mortgage had been reduced to $496,489. Also, Republic Corporation
and Mr. Portera have agreed to a modification of the rate payable
on the mortgage to 6.125%, effective February, 1994, adjustable
every three years until maturity on May 1, 2023.
Mr. Portera's agreement provides that its term will be
automatically extended for three successive annual terms unless (i)
Republic Corporation and Republic Bank elect not to extend Mr.
Portera's employment for a successive term upon at least one year's
written notice given prior to the commencement of such successive
annual term or (ii) Mr. Portera elects not to extend his employment
for a successive term upon at least six months' written notice
given prior to the commencement of such successive annual term.
In accordance with such provision, the term of Mr. Portera's
agreement has been extended for two years until December 31, 1995.
15
Five Year Comparative Stock Performance
The following graph compares the cumulative total shareholder
return on the Common Stock of Republic Corporation for the last
five fiscal years with the cumulative total return on the Standard
& Poor's 500 Stock Index and the Standard & Poor's Money Center
Bank Index over the same period (assuming the investment of $100
in the Common Stock of Republic Corporation, the S&P 500 and the
S&P Money Center Banks on December 31, 1988, and reinvestment of
all dividends).
[GRAPH]
<TABLE>
Comparison of Five Year Cumulative Total Return
Among Republic New York Corporation, S&P 500 Stock Index and S&P
Money Center Banks Index
<CAPTION>
Measurement Period Republic Corporation S&P Money Center Banks
(Fiscal Year Covered) (formerly Republic Bank) S&P 500 Index (formerly S&P Banks NYC)
<C> <C> <C> <C>
Measurement Point:
12/31/88 $ 100 $ 100 $ 100
FYE 12/31/89 123 132 123
FYE 12/31/90 122 128 85
FYE 12/31/91 177 166 124
FYE 12/31/92 182 179 168
FYE 12/31/93 185 197 207
</TABLE>
16
Twenty Five Year Comparative Stock Performance
Generally, Republic Corporation's Common Stock is viewed as a long-
term investment. The following table of the values at the relevant
year end accompanies the graph on the next page to provide a
comparison of the cumulative total shareholder return on the Common
Stock of Republic Corporation, since its issuance in July, 1974
(when Republic Corporation became the holding company for Republic
Bank) and prior thereto on the Common Stock of Republic Bank, since
1968, with the cumulative total return on the Standard & Poor's 500
Stock Index and the Standard & Poor's Money Center Bank Index (the
Standard & Poor's Banks New York City Index prior to April, 1987)
over the same period (assuming the investment of $100 in the Common
Stock of Republic Corporation's predecessor, Republic Bank, the S&P
500 and the S&P Money Center Banks' predecessor, the S&P Banks New
York City, on December 31, 1968, and reinvestment of all dividends
as indicated under the graph).
<TABLE>
<CAPTION>
Measurement Period Republic Corporation S&P Money Center Banks
(Fiscal Year Covered) (formerly Republic Bank) S&P 500 Index (formerly S&P Banks NYC)
Measurement Point:
<C> <C> <C> <C>
12/31/68 $ 100 $ 100 $ 100
FYE 12/31/69 330 92 94
FYE 12/31/70 424 95 101
FYE 12/31/71 434 109 115
FYE 12/31/72 795 130 149
FYE 12/31/73 454 110 168
FYE 12/31/74 278 81 113
FYE 12/31/75 302 112 124
FYE 12/31/76 450 138 147
FYE 12/31/77 449 128 123
FYE 12/31/78 623 136 132
FYE 12/31/79 686 160 148
FYE 12/31/80 1,689 212 178
FYE 12/31/81 2,165 202 205
FYE 12/31/82 2,268 245 256
FYE 12/31/83 2,262 300 285
FYE 12/31/84 2,558 318 333
FYE 12/31/85 3,406 418 489
FYE 12/31/86 5,889 496 567
FYE 12/31/87 4,672 521 417
FYE 12/31/88 4,625 608 551
FYE 12/31/89 5,686 800 675
FYE 12/31/90 5,646 776 466
FYE 12/31/91 8,187 1,012 680
FYE 12/31/92 8,405 1,089 925
FYE 12/31/93 8,542 1,199 1,137
</TABLE>
17
[GRAPH]
18
Transactions with Management
and Related Persons
During 1993, certain directors and executive officers of Republic
Corporation or persons related to them were customers of, and had
transactions with, Republic Corporation and its subsidiaries,
including Republic Bank and RBS, in the ordinary course of
business, and additional transactions may be expected to take place
in the ordinary course of business in the future. In most cases,
all such outstanding loans and commitments were made upon
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than
normal risks of collectibility or present other unfavorable
features. In addition, Republic Corporation modified the rate on
mortgage loans previously made to two executive officers (both of
whom are also directors of Republic Corporation), outstanding in
the aggregate principal amount of $764,977 as of December 31, 1993,
to reduce the interest rates to 4.625% per annum, adjustable
annually. Such loans were made at more favorable effective rates,
including the waiver of "points", than were available to customers
of Republic Bank and RBS generally, although no more favorable than
the terms available to other employees of Republic Corporation and
its subsidiaries who are not executive officers.
Safra Republic Holdings, S.A. ("Safra Republic"), a Luxembourg
holding company, was established by Republic Corporation in 1988.
In connection with an international public offering of Safra
Republic's shares, Republic Bank contributed five of its European
banking subsidiaries to Safra Republic. As a result, at December
31, 1993, Republic Bank owned approximately 48.8%, Saban S.A.
("Saban"), a Panamanian corporation wholly-owned by Edmond J.
Safra, owned approximately 20.7% and international investors owned
approximately 30.5% of the outstanding shares of Safra Republic.
At December 31, 1993, Safra Republic had total assets of $11.3
billion, total deposits of $7.3 billion and total stockholders'
equity of approximately $1.3 billion.
Safra Republic and Republic Bank, although independently managed,
cooperate closely and have formulated their policies based on
certain common principles. Each of Safra Republic's banks and
Republic Bank also acts as principal correspondent bank to each
other's respective locations around the world.
In addition, Republic National Bank of New York (Suisse) S.A. ("RNB
Suisse"), the Geneva-based subsidiary of Safra Republic and an
affiliate of Republic Bank, leases office space in various
locations in Geneva, Switzerland for use in its banking business
from Edmond J. Safra and several real estate companies owned by Mr.
Safra. Such transactions involved aggregate rental payments for
1993 of approximately $6,840,000. The rentals for all such leases
are based on independent appraisals of the fair rental value of
such properties. Such transactions were conducted in the normal
course of business on substantially the same terms as those
prevailing for comparable transactions with other persons and do
not involve more than the normal risk of collectibility nor present
other unfavorable features.
Messrs. Dwek, Keil and Weiner, who are directors and executive
officers of Republic Corporation and Republic Bank, and Messrs.
Perez de Cuellar and Tawil, who are directors of Republic
Corporation, are also directors of Safra Republic. Accordingly,
situations will arise from time to time in which potential
conflicts of interest could arise for such persons. In addition,
the nature of the businesses of Safra Republic's banks and Republic
Bank is such that competing interests among such
19
companies may also arise with respect to, among others, areas of
business in which such companies compete, business dealings among
such companies, the election of directors, issuances of capital
stock, declaration of dividends and similar corporate matters,
corporate opportunities in which such companies have an interest
and other matters involving the use of Republic Bank's trade name
and trademarks and Republic Bank's legal and regulatory status.
There are no agreements or arrangements that restrict or otherwise
govern competition between the two organizations in markets where
both are entitled or wish to act, nor is either of them obligated
to advise the other of particular business opportunities. All
business transactions between Safra Republic's banks and Republic
Bank are conducted on an arm's-length basis, and it is their
intention to resolve all such conflicts described above consistent
with each organization's responsibilities to its shareholders.
Approximately 28.4% of Republic Corporation's Common Stock is
beneficially owned, through three wholly-owned corporations, by
Edmond J. Safra. See "Ownership of Voting Securities - Certain
Beneficial Owners" below. Mr. Safra, in addition to being the
principal stockholder of Republic Corporation, is Honorary Chair-
man of the Boards of Directors of Republic Corporation and Republic
Bank. Mr. Safra is also Chairman of the Board of Safra Republic
and of RNB Suisse. As Chairman of the Board of RNB Suisse, Mr.
Safra earned approximately $675,000 during 1993 for services
performed for RNB Suisse. The advice of Mr. Safra, as Republic
Corporation's principal stockholder, is often sought by Republic
Corporation with respect to major policy decisions and other
significant matters.
In addition, Republic Corporation and its subsidiaries, principally
Republic Bank and its subsidiaries, have a broad range of business
relationships with Banco Safra, a Brazilian banking corporation,
and its United States national bank subsidiary, Safra National Bank
of New York, and Banque Safra-Luxembourg S.A., a Luxembourg banking
corporation, which are related through family members to Edmond J.
Safra, and SafraBank (California), a California bank (which was
wholly-owned, through SafraCorp California, by Edmond J. Safra
until its acquisition by Republic Corporation in September, 1993).
Such relationships include credit transactions, deposit
relationships, foreign exchange dealings, precious metals deal-
ings, and securities clearing transactions. Such transactions
have been conducted in the normal course of Republic Corporation's
business on substantially the same terms as those prevailing for
comparable transactions with other customers or suppliers and have
not involved more than normal risks of collectibility or any other
unfavorable features.
Republic Corporation acquired SafraCorp California, the owner of
all the outstanding shares of SafraBank (California), on September
20, 1993 for which Republic Corporation paid approximately
$6,500,000 to Edmond J. Safra, the owner of all the outstanding
shares of SafraCorp California. Pursuant to the Purchase Agreement
between Mr. Safra and Republic Corporation, such payment
approximated the consolidated net book value of SafraCorp
California on September 20, 1993. Such purchase price was
determined by a committee of independent directors of Republic
Corporation which had received an opinion from investment bankers
retained by it to the effect that the consideration to be paid was
fair to Republic Corporation from a financial point of view.
Effective September 21, 1993, SafraBank (California) converted from
a state-chartered bank to a national banking association and
changed its name to Republic Bank California N.A. Effective
December 1, 1993, SafraCorp California was merged into Republic
Corporation.
20
Ownership of Voting Securities
Certain Beneficial Owners
<TABLE>
<CAPTION>
Set forth below is certain information as of December 31, 1993 as to the persons
who own, or are known by Republic Corporation to own, beneficially more than five
percent of the outstanding Common Stock of Republic Corporation.
Amount and Nature Percent
Name and Address of Beneficial Ownership of Class
<S> <C> <C>
Edmond J. Safra . . . . . . . 14,989,212 (a) 28.4 %
2, Place du Lac
Geneva, Switzerland
Mellon Bank Corporation . . . 3,443,000 (b) 6.5 %
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
___________________
<FN>
<F1>
(a) Mr. Safra is the principal stockholder of Republic Corporation through his
ownership of all the outstanding shares of Saban, which owns 14,959,436 shares
of Republic Corporation (including, as of December 20, 1993, 14,430,358 shares
through its wholly-owned subsidiary, RNYC Holdings Limited, a Gibraltar bank
holding company), and of another corporation which owns 29,776 shares of
Republic Corporation.
<F2>
(b) Mellon Bank Corporation and various of its subsidiaries (including but not
limited to the subsidiaries of The Boston Company, Inc.) beneficially own such
shares of Republic Corporation in their various fiduciary capacities.
</TABLE>
Management
Information concerning the beneficial ownership of Republic
Corporation's Common Stock by each director is set forth in the
table under "Election of Directors" above. The following table shows
1993, the beneficial ownership of Republic Corporation's Common
Stock by all directors and executive officers of Republic Corporation
as a group.
Amount and Nature Percent
of Beneficial Ownership of Class
All directors and executive
officers as a group (24 persons) . . . 477,867 shs. .9%
21
APPROVAL OF 1994 PERFORMANCE BASED INCENTIVE COMPENSATION PLAN
Description of 1994 Performance Based Incentive Compensation Plan
The following description of the Plan is a summary, does not
purport to be detailed and is qualified in its entirety by
reference to the provisions of the Plan itself. A copy of the Plan
may be obtained by writing to the Corporate Secretary, Republic New
York Corporation, 452 Fifth Avenue, New York, New York 10018.
General. The Board of Directors has adopted the 1994 Performance
Based Incentive Compensation Plan (the "Plan") which is being
submitted for the approval of the stockholders of Republic
Corporation at this Annual Meeting. Assuming stockholder approval,
awards will be granted, beginning with the 1994 Plan Year, in order
to meet the requirements of the performance based compensation
exclusion of new Section 162(m) of the Internal Revenue Code with
the result that Republic Corporation will be allowed a deduction
for the payment thereof. The Plan will be resubmitted to the
stockholders for subsequent approvals as may be required by Section
162(m).
The Plan will be administered by the Employee Compensation and
Benefits Committee (the "Committee") of the Board of Directors of
Republic Corporation which will have the exclusive power to
designate recipients of awards, to establish the basis for the
amount to be paid pursuant to the awards and to administer the Plan
in all other respects.
Class of Persons Eligible to Receive Awards. The Plan is designed
to provide an incentive to officers who serve on the Management
Executive Committee of Republic Corporation and are in a position
to make a material contribution to the successful operation of
Republic Corporation and its subsidiaries. The members of the
Management Executive Committee are officers who perform policy-
making functions for Republic Corporation and, as such, comprise
the group of officers whose compensation is subject to disclosure
to the stockholders in accordance with the requirements of the
Securities Exchange Act of 1934. At present, there are eight
persons who are eligible to participate in the Plan. Participants
in the Plan are also eligible to participate in Republic
Corporation's other incentive compensation and bonus plans.
Administration. The Committee will have the exclusive power to
grant awards to members of the Management Executive Committee and
to establish the terms and conditions of the awards to be made to
each participant under the Plan. The Committee has the power to
adopt such rules and regulations as it deems appropriate for
administration of the Plan and has full authority to interpret the
Plan in its exclusive discretion. No member of the Committee (see
"Directors' Committees" above under "Election of Directors") may
be granted an award under the Plan.
Material Features of Plan. The Plan provides that prior to each
fiscal year of Republic Corporation ("Plan Year") after 1994, the
Committee shall determine the members of the Management Executive
Committee who will participate in the Plan ("Participants") as well
as the Base Year (which may not be prior to 1979) and the notional
number of shares ("Award Multiple") of Republic Corporation's
Common Stock to be used to calculate the amount payable to each
Participant ("Award"). With respect to the 1994 Plan Year only,
the Committee may, subject to stockholder approval, grant awards
under the Plan at any time on or prior to March 31, 1994. No more
than one Award may be granted to any Participant for the same Plan
Year, but the Base Years and the Award Multiples for Awards to
different Participants for the same Plan Year need not be
identical.
22
The amount, if any, to be paid pursuant to any Award granted to any
Participant for any Plan Year shall be equal to the lesser of: (a)
the product of (i) the excess, if any, of (A) the fully diluted
consolidated net income per share of Republic Corporation's Common
Stock ("earnings per share") for the Plan Year (adjusted to
eliminate the effect of amounts paid or accrued with respect to any
Award) over (B) the earnings per share for the Base Year (adjusted
as is necessary to preserve inter-period comparability between
earnings per share for each of the Base Year and Plan Year for any
Award), multiplied by (ii) the Award Multiple for such Award; or
(b) 0.7% of the consolidated net income of Republic Corporation and
its subsidiaries for such Plan Year.
In the event that the adjusted earnings per share for any Plan Year
does not exceed the adjusted earnings per share for the Base Year
for any Award, no amount shall be paid pursuant to such Award,
which Award shall thereupon terminate. Also, after taking into
account a Participant's individual performance during the
applicable Plan Year, the Committee may, in its sole discretion,
reduce, in whole or in part, the amount otherwise to be paid
pursuant to such Participant's Award for such Plan Year.
Following each Plan Year, the Committee shall certify in writing:
(i) the adjusted Plan Year earnings per share, (ii) whether such
earnings per share exceeds the adjusted Base Year earnings per
share for each Award, and (iii) the amount, if any, to be paid
pursuant to each Award. Any amount payable shall be paid as soon
as practicable following each Plan Year unless, prior to the last
day of such Plan Year, the Participant elected to defer the payment
of all or any portion of such amount to any later year or years.
Deferral elections are subject to such terms as may be agreed upon
by each Participant's employer.
If a Participant's employment with Republic Corporation or any of
its subsidiaries is terminated prior to the end of a Plan Year by
reason of the Participant's death, disability or retirement (in
accordance with Republic Corporation's policy), the Participant or
the Participant's estate or beneficiary, as the case may be, shall
only be entitled to the pro rata portion of the amount that would
otherwise have been payable to the Participant pursuant to the
terms of his or her Award for that Plan Year. Such pro rata
portion shall be based on the number of days in the Plan Year prior
to the date the Participant's employment was so terminated relative
to the total number of days in the Plan Year. If, however, a
Participant's employment with Republic Corporation or any of its
subsidiaries is terminated prior to the end of a Plan Year for any
reason other than death, disability or retirement (in accordance
with Republic Corporation's policy), any amount that would have
been otherwise payable to the Participant pursuant to the terms of
his or her Award for that Plan Year shall be deemed forfeited.
A Participant's rights and interests under the Plan (including the
right to payment of any unpaid Award) may not be assigned or
transferred except in the case of the Participant's death to the
Participant's designated beneficiary or, in the absence of such
designation, by will or the laws of descent and distribution. No
award shall be subject to execution, attachment or other process.
Amendment and Termination. The Board of Directors may amend the
Plan from time to time; provided, however, that any amendment that
(i) materially changes the formula used to determine the amount to
be paid pursuant to Awards (including the maximum amount of any
Award that may be granted to a Participant in a single Plan Year),
(ii) permits a Base Year prior to 1979, (iii) changes the class
of persons eligible to receive awards, or (iv) otherwise requires
stockholder approval pursuant to Section 162(m) of the Internal
Revenue Code, shall be submitted to the stockholders for approval
and, if such approval is not
23
obtained, such amendment shall be null and void. The Board of
Directors also has the right to terminate the Plan at any time.
No such amendment or termination may affect the rights of a
Participant under an outstanding Award without the consent of the
Participant.
Awards. Awards for the 1994 Plan Year, which are not currently
determinable, are to be made at a meeting of the Committee
scheduled to be held prior to April 1, 1994.
Stockholder Approval
The Board of Directors recommends a vote FOR the approval of the
1994 Performance Based Incentive Compensation Plan. In order for
the Plan to be approved, a majority of the shares of Common Stock
voted on the proposal at the meeting must be voted in favor of the
proposal. Neither abstentions nor broker non-votes are counted for
purposes of determining the number of votes cast. Edmond J. Safra,
who owns approximately 28.4% of the outstanding Common Stock (see
"Ownership of Voting Securities" above), has indicated his
intention to vote his shares in favor of such approval.
APPROVAL OF SELECTION OF AUDITORS
The Board of Directors considers it appropriate to submit for ap-
proval by the stockholders its selection of KPMG Peat Marwick, as
auditors of the financial statements of Republic Corporation for
the current fiscal year. KPMG Peat Marwick, 345 Park Avenue, New
York, New York, independent certified public accountants, have
examined the financial statements of Republic Corporation since it
commenced operations in 1974. Such firm has also examined the
financial statements of Republic Bank since 1966 and of RBS since
1987.
As auditors of Republic Corporation, KPMG Peat Marwick will also
audit Republic Bank and RBS during 1994. The appointment of the
firm was recommended to the Board of Directors of Republic
Corporation by its Audit Committee and to the Boards of Directors
of Republic Bank and RBS by their respective Examining Com-
mittees. No member of any committee is an officer or employee of
Republic Corporation, Republic Bank or RBS. A representative of
the firm will be present at the meeting to make a statement, if he
desires to do so, and to respond to appropriate questions by
stockholders.
The Board of Directors recommends a vote FOR the approval of the
selection of auditors.
MISCELLANEOUS
Other Matters
As of the date hereof, Republic Corporation has not been informed
of any matters to be presented by or on behalf of Republic
Corporation or its Board of Directors for action at the meeting
other than those listed in the notice of meeting and referred to
herein. If any other matters come before the meeting or any
adjournment thereof, it is intended that the proxies will be voted
in respect thereof in accordance with the judgment of the person
or persons voting the proxies.
24
Stockholders' Proposals
If any stockholder intends to present a proposal for inclusion in
the proxy material for the 1995 Annual Meeting, such stockholder's
proposal must be received by November 16, 1994 at Republic
Corporation's executive offices at 452 Fifth Avenue, New York, New
York 10018, Attention: the Corporate Secretary. The submission
must also meet the other requirements of Rule 14a-8 of the Securi-
ties and Exchange Commission applicable to stockholder proposals.
Solicitation of Proxies
The cost of solicitation of proxies will be borne by Republic
Corporation. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone and telegraph. Banks,
brokerage houses and other institutions, nominees or fiduciaries
will be requested to forward the soliciting material to their
principals and to obtain authorizations for the execution of
proxies. Directors, officers and regular employees of Republic
Corporation and Republic Bank may also solicit proxies by such
methods without additional remuneration therefor. Republic
Corporation will, upon request, reimburse banks, brokerage houses
and other institutions, nominees and fiduciaries for expenses in
forwarding proxy solicitation material to their principals.
General
Only stockholders of record at the close of business on March 8,
1994 will be entitled to notice of and to vote at the meeting.
Stockholders are urged to mark, date and sign the enclosed form of
proxy, solicited on behalf of the Board of Directors, and return
it at once in the envelope enclosed for that purpose. Unless
instructed otherwise, proxies will be voted for the election of
directors, for approval of the 1994 Performance Based Incentive
Compensation and for approval of the selection of auditors. On any
such matter generally a vote of a majority of the votes cast on the
matter will be required for approval. Broker non-votes and
abstentions will not be counted for purposes of determining the
number of votes cast. The proxy does not affect the right to vote
in person at the meeting and may be revoked prior to its exercise
by appropriate notice to the undersigned.
Dated: March 16, 1994
New York, New York
By Order of the Board of Directors,
WILLIAM F. ROSENBLUM, JR.,
Senior Vice President and
Corporate Secretary
25
(Front Side of Proxy Card)
PROXY
REPUBLIC NEW YORK CORPORATION
Annual Meeting of Stockholders
April 20, 1994
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints, jointly and severally, Albert S.
Corwen, Peter Kimmelman and William C. MacMillen, Jr., each with the
power to appoint his substitute, and hereby authorizes them
to vote all shares of Republic New York Corporation Common Stock
that the undersigned is entitled to vote, at the Annual Meeting of
Stockholders of the Corporation to be held at 452 Fifth Avenue,
City and State of New York, on April 20, 1994, at 11:00 A.M.,
or any adjournment thereof, in accordance with the instructions on
the reverse side hereof and in their discretion upon such
other business as may properly come before the meeting.
Unless instructions are given on the reverse side, this Proxy will
be voted FOR the election of nominees for director, FOR Item 2, and FOR
Item 3 listed on the reverse side hereof. With respect to matters
as to which discretionary authority is granted above,
this Proxy will be voted in accordance with the best judgement of
the proxies hereinabove appointed.
Please mark, date and sign this Proxy on the reverse side hereof
and return it promptly whether or not you expect to attend the
meeting. You may nevertheless vote in person if you do attend.
(Continued and to be signed on other side)
(Reverse Side of Proxy Card)
Please mark
X your votes
like this
____________
COMMON
The Board of Directors recommends a vote "FOR ALL NOMINEES" in Item 1.
Item 1 - Election of the following nominees as Directors: K. Andersen,
P. Cohen, A. Corwen, C. Dwek, E. Ginsberg, N. Hasson, M. Hirsch,
J. Keil, P. Kimmelman, L. Lieberman, W. MacMillen, M. Mertz,
J. Morice, E. Daniel Morris, J. Norwood, J. Pancetti, J. Perez
de Cuellar, V. Portera, W. Rabinowitz, W. Rogers, D. Schlein,
J. Tawil, W. Weiner, P. White.
FOR WITHHOLD Withhold for the following only: (Write the
ALL FOR ALL name of the nominee(s) in the space below)
NOMINEES NOMINEES
____ _____ ____________________________________________
The Board of Directors recommends a vote "FOR" Item 2.
Item 2 - Approval of 1994 Performance Based Incentive
Compensation Plan
For Against Abstain
___ ___ ___
The Board of Directors recommends a vote "FOR" Item 3.
Item 3 - Approval of selection of auditors
For Against Abstain
___ ___ ___
I PLAN TO ATTEND MEETING ___
Signature(s)___________________________________ Date_______________, 1994
NOTE: Please sign as name appears hereon. Joint owners should each sign.
If signer is a corporation, please sign the full corporate name by duly
authorized officer. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Proxy Statement
Dated March 16, 1994
Republic New York Corporation
EXHIBIT INDEX
No. Exhibit Description
99 1994 Performance Based Incentive Compensation Plan
1994 PERFORMANCE BASED INCENTIVE COMPENSATION PLAN
OF
REPUBLIC NEW YORK CORPORATION
AND SUBSIDIARIES
The purpose of this Plan is to attract and retain the
services of officers who serve on the Management Executive
Committee of Republic New York Corporation (the "Corporation"),
are in policy-making positions with the Corporation or its
subsidiaries and, by virtue of their positions, are in a position
to make a material contribution to the successful operation of
the business of the Corporation and its subsidiaries.
Section 1 - Definitions
For the purposes hereof, the following terms have the
meanings specified or referred to below:
(a) "Adjusted Base Year Earnings Per Share" means, for any
Award, the Earnings Per Share for the Base Year for such Award;
provided, that (i) if following such Base Year the outstanding
shares of Common Stock shall have been changed by reason of
reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination or exchange of
shares or the like, or dividends payable in shares of Common
Stock, the Adjusted Base Year Earnings Per Share shall be
proportionately adjusted by the Compensation Committee to reflect
any increase or decrease in the number of issued shares of Common
Stock that resulted from such change insofar as necessary to
preserve inter-period comparability between Earnings Per Share
for such Base Year and the Plan Year for which such Award is
granted; (ii) the Adjusted Base Year Earnings Per Share shall be
adjusted by the Compensation Committee insofar as is necessary or
appropriate to preserve inter-period comparability, between
Earnings Per Share for each of the Base Year and Plan Year for
any Award, in accordance with generally accepted accounting
principles (including APB Opinion No. 15, as amended), applicable
to the computation of earnings per share; and (iii) in the event
of (A) any change subsequent to the Base Year for any Award in
the accounting principles or methods applied by the Corporation
in the preparation of the consolidated financial statements of
the Corporation and its subsidiaries of a character required to
be mentioned as an exception in the opinion of the independent
accountants with respect to the consistency of accounting
principles applied to periods subsequent to such Base Year, or
(B) any change in the fiscal year of the Corporation, which
change affects the inter-period comparability between Earnings
Per Share for each of such Base Year and such Plan Year, the
Adjusted Base Year Earnings Per Share shall be adjusted by the
Compensation Committee insofar as is necessary or appropriate to
preserve such inter-period comparability.
(b) "Award" means a right, granted by the Compensation
Committee pursuant to Section 2.1 for any Plan Year, to
participate under this Plan, subject to the terms of this Plan
and such grant.
(c) "Award Multiple" means, for any Award, the number of
shares of Common Stock designated by the Compensation Committee
pursuant to Section 2.2 solely for use in determining the amount,
if any, to be paid pursuant to such Award; provided, that if,
after the Award Multiple is so designated, the outstanding shares
of Common Stock shall be changed by reason of reorganization,
merger, consolidation, recapitalization, reclassification, stock
split-up, combination or exchange of shares or the like, or
dividends payable in shares of Common Stock (which change is
reflected in the consolidated income statement from which
Earnings Per Share for the relevant Plan Year is derived), the
Award Multiple originally designated by the Compensation
Committee shall be proportionately adjusted by the Compensation
Committee to reflect any increase or decrease in the number of
issued shares of Common Stock that resulted from such change.
(d) "Base Year" means, for any Award, the fiscal year of the
Corporation designated by the Compensation Committee pursuant to
section 2.2.
(e) "Board" means the Board of Directors of the Corporation.
(f) "Code" means the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder.
(g) "Common Stock" means the Common Stock, par value $5.00
per share, of the Corporation.
(h) "Compensation Committee" means the Employee Compensation
and Benefits Committee of the Board.
(i) "Corporation" has the meaning provided in the preamble
to this Plan.
(j) "Earnings Per Share" for any year means the fully
diluted consolidated net income per share of Common Stock of the
Corporation for such year as set forth in the consolidated income
statement of the Corporation and its subsidiaries for such year
as presented to the Board at the first quarterly meeting for the
subsequent year, but adjusted to eliminate the effect of amounts
paid or accrued with respect to any Award (i.e. Earnings Per
Share shall be determined before taking into account amounts paid
or accrued with respect to any Award).
(k) "Management Executive Committee" means the committee
designated by the Board as the Management Executive Committee of
the Corporation and which shall consist of such officers of the
Corporation as the Board may appoint from time to time.
(l) "Net Income" for any year means the consolidated net
income of the Corporation and its subsidiaries for such year as
set forth in the consolidated income statement of the Corporation
and its subsidiaries for such year as presented to the Board at
the first quarterly meeting for the subsequent year.
(m) "Participants" has the meaning provided in Section 2.1.
(n) "Plan" means this 1994 Performance Based Incentive
Compensation Plan of the Corporation and Subsidiaries.
(o) "Plan Year" means any fiscal year of the Corporation.
Section 2 - Awards
2.1 Subject to Section 4.1 and this Section 2, the
Compensation Committee may grant Awards for any Plan Year to
members of the Management Executive Committee ("Participants").
2.2 The Compensation Committee shall determine, at the time
it grants any Award for a Plan Year to a Participant, the Base
Year (which may not be prior to 1979) and the Award Multiple for
that Award. Promptly following the grant of an Award to a
Participant, the Compensation Committee shall give notice (or
cause notice to be given) to such Participant of such grant,
together with the Base Year and the Award Multiple for such
Award. The Base Years and Award Multiples for Awards granted to
different Participants for the same Plan Year need not be
identical.
2.3 Awards for the 1994 Plan Year may be granted at any time
on or prior to March 31, 1994. Awards for any subsequent Plan
Year may be granted at any time prior to the first day of such
subsequent Plan Year. No more than one Award may be granted to
any Participant for the same Plan Year.
2.4 The amount, if any, to be paid pursuant to any Award
granted to any Participant for any Plan Year shall be equal to
the lesser of
(a) the product of (i) the excess, if any, of (A) the
Earnings Per Share for such Plan Year over (B) the Adjusted
Base Year Earnings Per Share for such Award, multiplied by
(ii) the Award Multiple for such Award; and
(b) 0.7% of the Net Income for the Plan Year.
If the Earnings Per Share for a Plan Year do not exceed the
Adjusted Base Year Earnings Per share for any Award granted for
such Plan Year, no amount shall be paid pursuant to such Award,
which shall thereupon terminate. Notwithstanding anything to the
contrary contained in this Plan, the Compensation Committee,
after taking into account a Participant's individual performance
during the applicable Plan Year, may, in its sole discretion,
reduce, in whole or in part, the amount otherwise to be paid
pursuant to such Participant's Award for such Plan Year.
2.5 Following each Plan Year, the Compensation Committee
shall certify in writing the Earnings Per Share for such Plan
Year, whether such Earnings Per Share exceeds the Adjusted Base
Year Earnings Per Share for each Award granted for such Plan
Year, and the amount, if any, to be paid pursuant to each such
Award. Such certification shall be set forth in approved minutes
of the Compensation Committee meeting (or written consent in lieu
of meeting) in which such certification is made.
2.6 Payment of the amounts payable pursuant to Awards for
each Plan Year (as certified by the Compensation Committee
pursuant to section 2.5) shall be made, as soon as practicable
following such Plan Year, by the Corporation or, in the case of
any participant employed by a subsidiary of the Corporation (and
not the Corporation), by such subsidiary; provided, however, that
prior to the last day of a Plan Year for which an Award is
granted to a Participant, such participant may elect to defer,
subject to such terms as agreed upon by such Participant and his
or her employer, the payment of all or any portion of the amounts
payable pursuant to such Award to any later year or years. Each
payment made pursuant to this Section 2.6 shall be accompanied by
a written statement setting forth the amount to be paid and the
calculation of such amount pursuant to Section 2.4. If a
Participant's payment is deferred in accordance with this Section
2.6, a written statement setting forth the amount payable
pursuant to his or her Award and the calculation of such amount
shall be furnished to such Participant at the time such payment
would have otherwise been required to be made hereunder.
Section 3 - Death, Termination of Employment, Etc.
Notwithstanding any other provision of this Plan, (i) if a
Participant's employment with the Corporation or its subsidiaries
is terminated by reason of such Participant's death or
disability, or due to such Participant's retirement in accordance
with Corporation policy, such Participant or such Participant's
estate or beneficiary, as the case may be, shall be entitled only
to be paid, in the case of any Award granted to such Participant
for the Plan Year during which such Participant's employment was
so terminated, the pro rata portion of the amount that would
otherwise have been payable to such Participant pursuant to
Section 2 (based on the number of days in such Plan Year prior to
the date on which such Participant's employment was so terminated
relative to the total number of days in such Plan Year), and the
balance of the amount that would otherwise have been so payable
to such Participant shall be deemed forfeited to the Corporation,
and (ii) if, prior to the end of any Plan Year, a Participant's
employment with the Corporation and its subsidiaries is
terminated for any reason (other than by reason of death,
disability or retirement as heretofore provided), no payment
shall be made pursuant to any Award granted to such Participant
for such Plan Year (and the amount that would otherwise have been
payable to such Participant pursuant to Section 2 shall be deemed
forfeited to the Corporation).
Section 4 - Administration
4.1 This Plan shall be administered by the Compensation
Committee, as it may be composed from time to time. No member of
the Compensation Committee may be granted an Award under this
Plan.
4.2 Within the limits of the express provisions of this
Plan, the Compensation Committee shall have the authority, in
its sole discretion, (i) to determine the time or times at which,
and the Participants to whom, Awards may be granted, together
with the Base Year and Award Multiple for each such Award (which
need not be identical for each Participant), (ii) to interpret
this Plan or any Award granted under this Plan, and (iii) to
establish, adopt, amend or rescind such rules or regulations
relating to this Plan and make all other determinations and take
all other actions as the Compensation Committee may deem
necessary or advisable for the administration
of this Plan.
4.3 The determinations of the Compensation Committee under
this Plan, including without limitation as to the matters
referred to in Section 2 and this Section 4, shall be final and
binding on all Participants.
Section 5 - Effective Date; Amendment or Termination
5.1 This Plan shall become effective for the 1994 Plan Year
provided that the holders of Common Stock approve this Plan at
the next annual or special meeting after adoption of this Plan
by the Board, and if such approval is not obtained, this Plan
shall be null and void. This Plan shall be resubmitted from time
to time for subsequent approvals by the holders of Common Stock
as may be required by section 162(m) of the Code.
5.2 The Board may at any time and from time to time
terminate, modify or amend this Plan in any respect; provided,
however, that any amendment that (i) materially changes the
formula provided in Section 2.4 for purposes of determining the
amount to be paid pursuant to Awards (including the maximum
amount of any Award or Awards that may be granted to a
Participant in a single Plan Year), (ii) permits a Base Year
prior to 1979, (iii) changes the class of persons eligible to
receive Awards, or (iv) otherwise requires stockholder approval
pursuant to Section 162(m) of the Code, shall be submitted to
the holders of Common Stock for approval at the next annual or
special meeting after adoption of such amendment by the Board,
and if such approval is not obtained, such amendment shall be
null and void. No such termination, modification or amendment
may affect the rights of a Participant under an outstanding Award
without the consent of the Participant.
Section 6 - Withholding of Taxes
The Corporation shall have the right to deduct from the
payment of all Awards any federal, state or local taxes required
by law to be withheld with respect to such Awards.
Section 7 - Funding of Plan
This Plan shall be unfunded. The Corporation shall not be
required to establish any special or separate fund or to make
any other segregation of assets to assure the payment of any
Award.
Section 8 - Transferability of Awards
A Participant's rights and interests under this Plan
(including the right to payment of any unpaid Award) may not be
assigned or transferred except, in the case of a Participant's
death, subject to section 3, to such Participant's designated
beneficiary as provided to the Compensation Committee in
accordance with such procedures as it may determine from time to
time hereafter, or in the absence of such designation, by will
or the laws of descent and distribution. No Award shall be
subject to execution, attachment or other process.
Section 9 - Miscellaneous
9.1 Nothing contained in this Plan or any written instrument
evidencing any Award granted under this Plan shall be deemed to
confer upon any Participant to whom an Award is or may be granted
hereunder any right to remain in the employ of the Corporation or
any of its subsidiaries or any right to be granted an Award (or
be eligible therefor) in any subsequent Plan Year.
9.2 Except in the case of the Executive Supplemental
Disability Plan, no Award shall be taken into account in
determining a Participant's compensation for the purposes of any
group life insurance or other employee benefit plan of the
Corporation or its subsidiaries.
9.3 This Plan shall not be deemed an exclusive method of
providing incentive compensation for the officers of the
Corporation, nor shall it preclude the Committee or the Board
from authorizing or approving other forms of incentive
compensation.
9.4 All expenses and costs in connection with the operation
of this Plan shall be borne by the Corporation or the relevant
subsidiary of the Corporation.
