-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GUf0p/jhkPh7eOHcYalKmkGMVugsooPXRp8roqGXn2CJg9Eq8FKlJtj9u+clUi++ j5keidzgiwaMIeIbaYN4uQ== 0001047469-98-045506.txt : 19981231 0001047469-98-045506.hdr.sgml : 19981231 ACCESSION NUMBER: 0001047469-98-045506 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19981230 EFFECTIVENESS DATE: 19981230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPIEGEL INC CENTRAL INDEX KEY: 0000276641 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 362593917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-69937 FILM NUMBER: 98778498 BUSINESS ADDRESS: STREET 1: 3500 LACEY RD CITY: DOWNERS GROVE STATE: IL ZIP: 60515-5432 BUSINESS PHONE: 7089868800 MAIL ADDRESS: STREET 1: 3500 LACEY ROAD CITY: DOWNERS GROVE STATE: IL ZIP: 60515-5432 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission December 30, 1998 Registration No. 33 - _______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- SPIEGEL, INC. (Exact name of issuer as specified in its charter) Delaware 36-2593917 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3500 LACEY ROAD, DOWNERS GROVE, ILLINOIS 60515-5432 (Address of principal executive office) (Zip Code) SPIEGEL GROUP INCENTIVE STOCK OPTION PLAN (Full title of the plan) ------------------------------ JAMES W. SIEVERS COPY TO: Office of the President Jay A. Lipe Chief Financial Officer Rooks, Pitts and Poust Spiegel, Inc. 10 South Wacker Drive, Suite 2300 3500 Lacey Road Chicago, Illinois 60606 Downers Grove, Illinois 60515-5432 (312) 876-1700 (Name and address of agent for service) -----------------------
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of Securities Proposed Proposed Aggregate Amount of to be Registered Maximum Amount Maximum Offering Price (1) Registration Fee to be Offering Price Per (1) Registered Share (1) Class A Non- Voting Common Stock, Par Value $1.00 Per Share 1,000,000 $4.4375 $4,437,500.00 $1,233.63
- -------------------------------------------------------------------------------- (1) The shares are to be offered at prices not presently determinable. Pursuant to Rule 457(h)(i) and Rule 457(c), the offering price is calculated solely for the purpose of determining the registration fee and is based on the average of the high and low prices reported in the WALL STREET JOURNAL of December 28, 1998, of the Class A Non-Voting Common Stock as quoted on the NASDAQ National Market System on December 24, 1998. The Exhibit Index required by Item 601 of Regulation S-K is located at page II-10. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the plan listed on the cover page of this registration statement (this "Registration Statement"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in the Registration Statement: (a) The registrant's latest annual report on Form 10-K, or, if the financial statements therein are more current, the registrant's latest prospectus, other than the prospectus of which this document is a part, filed pursuant to Rule 424(b) or (c) of the Securities Exchange Commission under the Securities Act of 1933. II-2 (b) All other reports filed by the registrant pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934 since the end of the fiscal year covered by the annual report or the prospectus referred to in (a) above. (c) The descriptions of the registrant's Class A Non-Voting Common Stock which are contained in the registrant's registration statements filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or reports filed for the purpose of updating such descriptions. All documents subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of Class A Non-Voting Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement 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 herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as; so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Seventh of the registrant's Restated Certificate of Incorporation states as follows: "A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended." Further, Article XI of the registrant's By-Laws states as follows: "(a) The Corporation shall indemnify subject to the requirements of Subsection (d) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines, penalties, taxes and amounts paid in settlement II-3 actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) The Corporation shall indemnify subject to the requirements of Subsection (d) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of the Corporation, or a director, officer, employee, fiduciary or agent of any other enterprise serving at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b), or in defense of any claim, issue or matter therein, the Corporation shall indemnify him against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Subsection (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Subsections (a) and (b). Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses incurred by a director, officer, employee, fiduciary or agent in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, II-4 officer, employee, fiduciary or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other Subsections of this Section shall not limit the Corporation from providing any other indemnification permitted by law nor shall it be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholder or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) The provisions of this Section shall be applicable to all actions, suits or proceedings pending at the time or commenced after the adoption of this Section, whether arising from acts or omissions to act occurring, or based on claims asserted, before or after the adoption of this Section. A finding that any provision of this Section is invalid or of limited application shall not affect any other provision of this Section nor shall a finding that any portion of any provision of this Section is invalid or of limited application affect the balance of such provision. (h) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section. (i) All terms contained in this Section shall have the meaning given to them by Section 145 of the Delaware General Corporation Law. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person." Section 145 of the General Corporation Law of the State of Delaware provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any suit or proceeding because such person is or was a director, officer, employee or agent of the corporation or was servicing, at the request of the corporation, as a director, officer, employee or agent of another enterprise against all costs actually and reasonably incurred by him in connection with such suit or proceeding if he acted in good faith and in a manner he reasonably believed not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is permitted to be provided to such persons in connection with an action or suit by or in the right of a corporation, provided such person acted in good faith and in a manner he believed to be not opposed to the best interests of the corporation, and provided further that such person shall not have been adjudged liable for negligence or misconduct in the performance of his duty to the corporation. II-5 Section 102(b) of the General Corporation Law of the State of Delaware in dealing with matters that may be contained in the certificate of incorporation, provides that the corporation, in its original certificate or an amendment thereto, may include a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for damages for the breach of the director's fiduciary duty. Such a provision may not eliminate or limit the director's liability for a breach of the duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for an unlawful payment of dividends or unlawful stock purchases or redemptions, or for any transaction from which the director derived an improver personal benefit. The registrant has obtained directors' and officers' insurance which insures directors and officers of the registrant against wrongful acts as a director or officer, including civil liabilities pursuant to the Securities Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits to the Registration Statement are listed in the Exhibit Index elsewhere herein. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraph (a)(1)(i) and (a) (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the II-6 Securities and Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deeded to be the initial bona fide offering thereof. (3) To remove registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on the 28th day of December, 1998. SPIEGEL, INC. By: /s/ Michael R. Moran By: /s/ James W. Sievers ---------------------------------------- --------------------------------- Michael R. Moran, Member of the James W. Sievers, Member of the Office of the President and Chief Legal Office of the President and Chief Officer (Co-Principal Executive Officer) Financial Officer (Co-Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on the 28th day of December, 1998.
Signature Title --------- ----- /s/ Michael R. Moran Member of the Office of the President, Chief Legal - --------------------------- Officer and Director (Co-Principal Executive Officer) Michael R. Moran /s/ James W. Sievers Member of the Office of the President, Chief - --------------------------- Financial Officer and Director (Co-Principal Executive James W. Sievers Officer) /s/ Dr. Michael Otto Director - --------------------------- Dr. Michael Otto /s/ Thomas Bohlmann Director - --------------------------- Thomas Bohlmann /s/ Dr. Michael E. Cruesemann Director - ----------------------------- Dr. Michael E. Cruesemann /s/ Richard T. Fersch Director - --------------------------- Richard T. Fersch
II-8 /s/ Hans Jorg Hammer Director - --------------------------- Hans Jorg Hammer /s/ Horst R. Hansen Director - --------------------------- Horst R. Hansen /s/ John W. Irvin Director - --------------------------- John W. Irvin /s/ Siegfried Kockmann Director - --------------------------- Siegfried Kockmann /s/ Dr. Peter Mueller Director - --------------------------- Dr. Peter Mueller /s/ Gert Rietz Director - --------------------------- Gert Rietz /s/ Dr. Peer Witten Director - --------------------------- Dr. Peer Witten /s/ Martin Zaepfel Director - --------------------------- Martin Zaepfel /s/ Derry L. Behm Divisional Vice President; - --------------------------- Derry L. Behm Corporate Controller - --------------------------- Director George D. Ittner
II-9 EXHIBIT INDEX
Page No. -------- 4(a) Restated Certificate of Incorporation of the Company 11 *4(b) By-Laws of the Company (filed by incorporation by reference to the Company's Registration Statement on Form S-3 (File No. 33-50739)) N/A *4(c) Specimen Stock Certificate (filed by incorporation by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1998) N/A 5 Opinion of Rooks, Pitts and Poust regarding the legality of the Class A Non-Voting Common Stock being registered. 16 15 Not applicable N/A 23(a) Consent of Rooks, Pitts and Poust (contained in Exhibit 5) N/A 23(b) Consent of KPMG Peat Marwick LLP 18 24 Powers of Attorney 19 28(a) Spiegel Group Incentive Stock Option Plan as of December 28, 1998. 34 28(b) Form of Stock Option Agreement 43
- --------------------- * Incorporated by reference II-10 EX-4.(A) 2 EXHIBIT 4(A) Exhibit 4(a) RESTATED CERTIFICATE OF INCORPORATION OF SPIEGEL, INC. SPIEGEL, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is SPIEGEL, INC. The corporation was originally incorporated in Delaware under the name MIDWEST MAIL-ORDER COMPANY. The date of filing its original Certificate of Incorporation with the Secretary of State of the State of Delaware was August 17, 1965. 2. This Restated Certificate of Incorporation restates and further amends the Certificate of Incorporation of this corporation by changing the first paragraph of ARTICLE FOURTH thereof. The text of the Certificate of Incorporation is amended hereby to read in its entirety as set forth in Appendix A hereto. 3. The Restated Certificate of Incorporation herein certified was recommended to the stockholders for adoption by the unanimous written consent of the board of directors pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and was duly adopted by written consent of stockholders possessing 99.94% of the voting stock of the corporation in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware. As provided in Section 228 of the General Corporation Law of the State of Delaware, prompt written notice of the action so taken by the holders of said 99.95% of the voting stock of the corporation was given to every stockholder entitled to such notice. 4. When the Restated Certificate of Incorporation herein certified becomes effective the aggregate of capital represented by all issued shares immediately after the effective date of the Restated Certificate of Incorporation will not be less than the aggregate amount of capital represented by all issued shares immediately before the effective date of the Restated Certificate of Incorporation and, therefore, the capital of the corporation will not be reduced under or by reason of the Restated Certificate of Incorporation. IN WITNESS WHEREOF, said SPIEGEL, INC. has cause this certificate to be signed by Michael R. Moran, its Office of the President, General Counsel, and attested by James H. Ihrke, its Assistant Secretary, this 18th day of March, 1998. SPIEGEL, INC. By: /s/ Michael R. Moran ------------------------ Office of the President, General Counsel ATTEST: SPIEGEL, INC. By: /s/ James J. Ihrke ----------------------------------- James H. Ihrke, Assistant Secretary 2 APPENDIX A RESTATED CERTIFICATE OF INCORPORATION OF SPIEGEL, INC. FIRST: The name of the corporation is SPIEGEL, INC. SECOND: Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of all classes of stock which the corporation shall have authority to issue is One Hundred Thirty-Seven Million Five Hundred Thousand (137,500,000) shares, of which stock Sixteen Million (16,000,000) shares of $1.00 par value each shall be Class A Non-Voting Common Stock, and One Hundred Twenty-One Million Five Hundred Thousand (121,500,000) shares of $1.00 par value each shall be Class B Voting Common Stock. The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof are as follows: (a) Each holder of Class B Voting Common Stock shall have one vote in respect of each share of Class B Voting Common Stock held by him of record on the books of the corporation on all matters voted upon by the stockholders. (b) Except as otherwise provided by law or this Certificate of Incorporation, the holders of Class A Non-Voting Common Stock shall not have any voting rights in respect of such stock. (c) This Certificate of Incorporation may be amended by the affirmative vote of the holders of a majority of the shares of Class B Voting Common Stock entitled to vote to increase or decrease (but not below the number of shares thereof then outstanding) the number of authorized shares of Class A Non-Voting Common Stock or Class B Voting Common Stock without the vote or approval of the holders of the then issued and outstanding shares of Class A Non-Voting Common Stock. (d) This corporation may, by its By-Laws or otherwise, impose restrictions upon the sale of its Class B Voting Common Stock. (e) The Class A Non-Voting Common Stock and the Class B Voting Common Stock shall participate equally on a share-for-share basis as to all dividends declared from time to time. (f) Except as otherwise provided in paragraphs (a), (b), (c) and (d) of this Article Fourth, the powers, preferences, treatment and rights and the qualifications, limitations or restrictions of the shares of Class A Non-Voting Common Stock and the shares of Class B Voting Common Stock shall be identical. Any amendment to paragraph (e) or to this paragraph (f) of this Article Fourth shall require approval by the affirmative vote of the holders of a majority of the issued and outstanding shares of Class A Non-Voting Common Stock and the affirmative vote of the holders of a majority of the issued and outstanding shares of Class B Voting Common Stock, each Class voting separately as a class. FIFTH: The number of directors of the corporation shall be fixed by the By-Laws and may be increased or decreased from time to time in the manner specified therein; provided, however, that the number of directors shall not be less than three. In the event of any increase in the number of directors, the additional directors may be elected as provided in the By-Laws. Elections of directors need not be by written ballot. Any director may be removed at any time, either for or without cause, by the affirmative vote of a majority in interest of the stockholders of record of the corporation entitled to vote, given at a special meeting of such stockholders called for the purpose or as otherwise provided by law. The board of directors shall have the power to make, adopt, alter, amend and repeal from time to time the By-Laws of the corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal By-Laws made by the board of directors; SIXTH: (a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: 2 (1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders. (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. SEVENTH: A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended. 3 EX-5 3 EXHIBIT 5 Exhibit 5 [LETTERHEAD] December 28, 1998 Spiegel, Inc. Corporate Headquarters 3500 Lacey Road Downers Grove, Illinois 60515-5432 Dear Sirs: We have acted as counsel to you (the "Company") in connection with the preparation of the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on December 30, 1998 (the "Registration Statement") pertaining to the registration of an offering of up to 1,000,000 shares of the Company's Class A Non-Voting Common Stock, $1.00 par value (the "Common Stock"). In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including the following: the Certificate of Incorporation and By-Laws of the Company, as amended and resolutions adopted by the Board of Directors and the principal stockholder of the Company. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. Spiegel, Inc. December 28, 1998 Page 2 Based on the foregoing, we are of the opinion that: (1) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware. (2) The Common Stock, when duly executed and delivered by authorized officers of the Company and issued upon receipt of the consideration to be paid therefor, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit tot he Registration Statement and to the reference to this firm under the section entitled "Legal Matters" in the Registration Statement. This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Very truly yours, ROOKS, PITTS AND POUST By: /s/ James H. Ihrke ------------------------- James H. Ihrke EX-23.(B) 4 EXHIBIT 23(B) Exhibit 23(b) CONSENT OF KPMG PEAT MARWICK LLP The Board of Directors Spiegel, Inc.: We consent to incorporation by reference in this registration statement on Form S-8 of Spiegel, Inc. of our report dated February 11, 1998, relating to the consolidated balance sheets of Spiegel, Inc. and subsidiaries as of January 3, 1998 and December 28, 1996 and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended January 3, 1998 and related financial statement schedule, which reports are incorporated by reference or appear in the Spiegel, Inc. Form 10-K for the year ended January 3, 1998. Chicago, Illinois December 22, 1998 /s/ KPMG Peat Marwick LLP ------------------------------- EX-24 5 EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Dr. Michael Otto ------------------------------------ Dr. Michael Otto POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Thomas Bohlmann ------------------------------------ Thomas Bohlmann POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Dr. Michael E. Cruesemann ------------------------------------ Dr. Michael E. Cruesemann POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: November 24, 1998 /s/ Richard T. Fersch ------------------------------------ Richard T. Fersch POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Hans Jorg Hammer ------------------------------------ Hans Jorg Hammer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Horst R. Hansen ------------------------------------ Horst R. Hansen POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ John W. Irvin ------------------------------------ John W. Irvin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Siegfried Kockmann ------------------------------------ Siegfried Kockmann POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Michael R. Moran ------------------------------------ Michael R. Moran POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Dr. Peter Mueller ------------------------------------ Dr. Peter Mueller POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Gert Rietz ------------------------------------ Gert Rietz POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ James W. Sievers ------------------------------------ James W. Sievers POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Dr. Peer Witten ------------------------------------ Dr. Peer Witten POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Martin Zaepfel ------------------------------------ Martin Zaepfel POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints James W. Sievers and Michael R. Moran, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Spiegel, Inc. on Form S-8 and any and all amendments (including post-effective amendments) thereto, regarding the offering of options to acquire Shares of Class A Non-Voting Common Stock and the acquisition of such Shares in connection with the Spiegel Group Incentive Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Date: December 28, 1998 /s/ Derry L. Behm ------------------------------------ Derry L. Behm EX-28.(A) 6 EXHIBIT 28(A) Exhibit 28(a) SPIEGEL GROUP INCENTIVE STOCK OPTION PLAN SECTION 1. PURPOSE. The purpose of this Incentive Stock Option Plan (the "Plan") is to encourage stock ownership by certain semi-monthly salaried employees of Spiegel, Inc., a Delaware corporation ("Spiegel") and its "subsidiary corporations" (collectively the "Corporation"), so that they may acquire a proprietary interest in the success of the Corporation. The term "subsidiary corporation" shall be defined in the same manner as such term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code") and shall include subsidiary corporations which become such after the adoption of the Plan. The Plan is intended to provide an incentive for maximum effort in the successful operation of the Corporation and to encourage certain semi-monthly salaried employees of the Corporation to remain in the employ of the Corporation. It is further intended that, except in certain limited cases, the options granted pursuant to the Plan shall constitute "Incentive Stock Options" within the meaning of Section 422 of the Code. SECTION 2. ADMINISTRATION. The Plan shall be administered by a Stock Option Committee (the "Committee") which shall consist of three members of the Board of Directors of Spiegel (the "Board of Directors") who are not semi-monthly salaried employees of the Corporation and who are appointed to the Committee from time to time by the Board of Directors. If any member of the Committee becomes a semi-monthly salaried employee of the Corporation, his membership on the Committee shall automatically terminate. A majority of the Committee shall constitute a quorum and acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all members of the Committee, shall be deemed to be valid acts of the Committee. No member of the Committee shall be eligible to receive an option under the Plan. The Committee shall select one of its members to serve as Chairman, shall appoint one of its members as Secretary, who shall maintain a record of its actions and decisions, and shall hold meetings from time to time as it may determine. The Committee shall have authority to: (a) Determine which of the eligible employees of the Corporation (determined under Section 3 hereof) shall be granted options, when such options shall be granted and the number of shares and terms with respect to each such option; (b) Prescribe rules and regulations for administering the Plan; and (c) Decide any questions arising as to the interpretation or application of any provision under this Plan. The determination of the Committee as to any of these matters shall be final and binding upon all persons whomsoever and shall be reported to the Board of Directors at its next ensuing meeting. SECTION 3. ELIGIBILITY. The persons who shall be eligible to receive options pursuant to this Plan shall be such of the semi-monthly salaried employees of the Corporation as the Committee shall select from time to time. A grantee of an option under this Plan (an "Optionee") may hold more than one option hereunder, but only on the terms and conditions hereinafter set forth. Notwithstanding any of the other provisions of this Plan, options shall not be granted hereunder to an individual who then owns stock possessing more than ten percent (10%) (as determined under Section 422(b)(6) of the Code) of the total combined voting power of all classes of stock of Spiegel, or of a parent or a subsidiary corporation (as those terms are defined in Sections 424(e) and 424(f) of the Code) of Spiegel, such ownership to be determined by application of the applicable attribution rules under the Code. SECTION 4. STOCK TO BE ISSUED UNDER THIS PLAN. The stock to be issued upon the exercise of options granted under this Plan shall be shares of the $1.00 par value per share Class A Non-Voting Common Stock of Spiegel ("Class A Stock") which may either be authorized and unissued shares or issued shares held in or hereafter acquired for the treasury of Spiegel. The aggregate number of shares of Class A Stock which may be issued under options granted hereunder shall not exceed One Million (1,000,000) shares. In the event that any outstanding option under this Plan expires or is terminated, the shares of Class A Stock allocable to the unexercised portion of such option may again be subject to an option under the Plan. Spiegel shall not be required to issue or deliver any certificate for shares of its Class A Stock purchased upon the exercise of all or any part of an option before (a) the admission of such shares to listing on any stock exchange on which such stock may then be listed, or, if applicable, approved for inclusion on the National Market System of the NASD and (b) completion of any registration or other qualification of such shares under any state or federal law or ruling or regulation of any governmental regulatory body that Spiegel shall, in its sole discretion, determine is necessary or advisable. SECTION 5. TERMS AND CONDITIONS OF OPTIONS. Each option granted under this Plan shall be evidenced by an agreement in writing, which shall be subject to such amendment and modification from time to time as the Committee shall deem necessary to comply with applicable law or regulation, and which shall contain, in such form and with such other provisions as the Committee shall from time to time determine, provisions which comply with the following terms and conditions: (a) THE NUMBER OF SHARES. Each option shall state the number of shares of Class A Stock to which it pertains. (b) OPTION PRICE. Each option shall state the option price per share of Class A Stock which shall be equal to the fair market value of one share of Class A Stock on the date of the granting of the option. The Committee shall have full authority to determine the fair market value of a share of Class A Stock. If the Class A Stock is traded in the over-the-counter market, such fair market value shall be deemed to be the arithmetical mean between 2 the asked and the bid prices between the opening of the market and noon on such date as reported by NASDAQ. If the Class A Stock is traded on an exchange, such fair market value shall be deemed to be the arithmetical mean of the high and low prices at which it is quoted or traded between the opening of the market and noon on such day on the exchange on which it generally has the greatest trading volume. (c) MEDIUM AND TIME OF PAYMENT. The option price shall be payable in United States dollars upon the exercise of the option, and the exercise of any option and the delivery of the optioned shares shall be contingent upon receipt by Spiegel of the full purchase price paid in cash or by check. (d) TERM AND EXERCISE OF OPTIONS. Each option shall state the period of time during which the option may be exercised; provided, however, that, anything contained herein to the contrary notwithstanding, no option granted hereunder shall be exercisable after the expiration of ten years after the date of grant of such option. Subject to the terms of the Plan, any option may be exercised, in whole or in part, from time to time, as to one or more whole shares of Class A Stock covered by the option, during its period of exercise. (e) PERIOD OF EXERCISE OF OPTIONS. Except as otherwise specifically provided herein: (1) No option granted hereunder prior to March 1, 1999 shall be exercisable until December 31, 1999 (or the next preceding business day if December 31, 1999 is a holiday) when it shall become and remain exercisable for 20% of the shares covered thereby. Each such option granted prior to March 1, 1999 shall become and remain exercisable for an additional 20% of the shares covered thereby on December 31, 2000, December 31, 2001, December 31, 2002 and December 31, 2003 (or the next business day preceding any said December 31st which is a holiday); (2) No option granted hereunder on or after March 1, 1999 shall be exercisable until the first anniversary of the grant thereof, when it shall become and remain exercisable for 20% of the shares covered thereby. Each option granted on or after March 1, 1999 shall become and remain exercisable for an additional 20% of the shares covered thereby on the second, third, fourth and fifth anniversaries of the grant thereof; (3) An Optionee may exercise a portion of an option from the date that portion first becomes exercisable until the option expires or is otherwise terminated; (4) In the case of any fractional share resulting from any calculation under the Plan, the shares available for exercise shall be determined to the nearest lower number of whole shares. (f) MAXIMUM VALUE OF STOCK WITH RESPECT TO WHICH INCENTIVE STOCK OPTIONS ARE EXERCISABLE FOR FIRST TIME IN ANY CALENDAR YEAR. Anything contained herein to the contrary notwithstanding, to the extent the aggregate fair market value (determined at the time the option is granted) of stock with respect to which options are exercisable for the first time by any eligible employee during any one calendar year (under this Plan and all other incentive stock option plans of Spiegel or any parent or subsidiary corporation of Spiegel) shall exceed 3 One Hundred Thousand Dollars ($100,000.00), such excess options shall be treated as options which are not incentive stock options, taking options into account in the order in which they were granted. In the case of an option that is to be treated in part as an incentive stock option and in part as a non-incentive stock option, Spiegel may designate the shares of Class A Stock that are to be treated as stock acquired pursuant to exercise of an incentive stock option by issuing a separate certificate for such shares and identifying the certificate as incentive stock option shares in the stock transfer records of Spiegel. (g) TRANSFER OF OPTION. Neither the whole nor any part of any option shall be transferable by an Optionee or by operation of law during said Optionee's lifetime and at said Optionee's death an option or any part thereof shall only be transferable by said Optionee's will or by the laws of descent and distribution. An option may be exercised during the lifetime of the Optionee only by the Optionee. Any option, and any and all rights granted to an Optionee thereunder, to the extent not theretofore effectively exercised shall automatically terminate and expire upon any sale, transfer or hypothecation or any attempted sale, transfer or hypothecation of such option or rights, or upon the bankruptcy or insolvency of the Optionee. (h) TERMINATION OF EMPLOYMENT. No option may be exercised after the termination of the employment of the Optionee with the Corporation except as hereinafter provided, specifically subject, however, to the provisions of paragraph (d) of this Section 5: (1) RETIREMENT. Options granted under the Plan may be exercised within three (3) months after the Retirement (as hereinafter defined) of the Optionee and the options shall be exercisable for all of the shares covered thereby, notwithstanding the provisions of paragraph (e) of this Section 5. For purposes of the Plan, "Retirement" shall mean any termination of employment with the Corporation occurring after (i) the completion of ten (10) years of service with the Corporation by the Optionee and (ii) the date on which the Optionee's age and years of service with the Corporation add up to seventy (70). (2) DISABILITY. Options granted under the Plan may be exercised within three (3) months after the termination of the employment of the Optionee by reason of the Disability (as hereinafter defined) of the Optionee and the option shall be exercisable for all of the shares covered thereby, not withstanding the provisions of paragraph (e) of this Section 5. For purposes of this Plan, an Optionee shall be deemed have incurred a "Disability" if a disinterested duly licensed medical doctor appointed by the Corporation determines that the Optionee is totally and permanently prevented, as a result of physical or mental infirmity, injury, or disease, either occupational or nonoccupational in cause, from holding the job or position with the Corporation or engaging in the employment activity, or a comparable job or employment activity with the Corporation, which the Optionee held or customarily engaged in prior to the occurrence of the disability (provided, however, that disability hereunder shall not include any disability incurred or resulting from the Optionee's having engaged in a criminal act or enterprise, or any disability consisting of or resulting from the Optionee's chronic alcoholism, addiction to narcotics or an intentionally self-inflicted injury). 4 (3) DEATH. (i) If an Optionee shall die while employed by the Corporation or within three (3) months after termination of employment with the Corporation by reason of Retirement or Disability, the options granted under this Plan to such deceased Optionee shall be exercisable within one (1) year after the date of the Optionee's death and the options shall be exercisable for all of the shares covered thereby, notwithstanding the provisions of paragraph (e) of this Section 5. (ii) If an Optionee shall die within three (3) months after termination of employment with the Corporation for a reason other than Retirement or Disability, the options granted under this Plan to such deceased Optionee shall be exercisable within one (1) year after the date of the Optionee's death but the options may not be exercised for more than the number of Shares, if any, as to which the options were exercisable by the Optionee immediately prior to his death. (iii) The legal representative, if any, of the deceased Optionee's estate, or the appropriate legatees or distributees of the deceased Optionee's estate may exercise the option on behalf of such a deceased Optionee. (4) INVOLUNTARY TERMINATION OF EMPLOYMENT. Options granted under the Plan may be exercised within three (3) months after the Involuntary Termination of Employment (as hereinafter defined) of the Optionee with the Corporation and the options shall be exercisable for all of the shares covered thereby, notwithstanding the provisions of paragraph (e) of this Section 5. For purposes of the Plan, "Involuntary Termination of Employment" shall mean any termination of an Optionee's employment with the Corporation by reason of the discharge, firing or other involuntary termination of an Optionee's employment by action of the Corporation other than an involuntary termination for cause as described in subparagraph (6) of this paragraph (h). (5) VOLUNTARY TERMINATION OF EMPLOYMENT. Options granted under the Plan may be exercised, if otherwise timely, within three (3) months after the Voluntary Termination of Employment (as hereinafter defined) of the Optionee with the Corporation but the options may not be exercised for more than the number of shares, if any, as to which the options were exercisable by the Optionee immediately prior to such termination of employment as determined under the provisions of paragraph (e) of this Section 5. For purposes of the Plan "Voluntary Termination of Employment" shall mean any voluntary termination of employment with the Corporation by reason of the Optionee's quitting or otherwise voluntarily leaving the Corporation's employ other than a voluntary termination of employment by reason of Retirement or a voluntary termination of employment constituting a termination for cause as described in subparagraph (6) of this paragraph (h). (6) TERMINATION FOR CAUSE. Anything contained herein to the contrary notwithstanding, if the termination of an Optionee's employment with the 5 Corporation is as a result of or caused by the Optionee's theft or embezzlement from the Corporation, the violation of a material term or condition of his employment, the disclosure by the Optionee of confidential information of the Corporation, conviction of the Optionee of a crime of moral turpitude, the Optionee's stealing trade secrets or intellectual property owned by the Corporation, any act by the Optionee in competition with the Corporation or any other act, activity or conduct of the Optionee which in the opinion of the Board Committee of the Board of Directors is adverse to the best interests of the Corporation, then any options and any and all rights granted to such Optionee thereunder, to the extent not yet effectively exercised, shall become null and void effective as of the date of the occurrence of the event which results in the Optionee ceasing to be an employee of the Corporation and any purported exercise of an option by or on behalf of said Optionee following such date shall be of no effect. (i) ACCELERATION. The Committee may, in the case of merger, consolidation, dissolution or liquidation of Spiegel, accelerate the expiration date of any option for any or all of the shares covered thereby (but still giving Optionees a reasonable period of time to exercise any outstanding options prior to the accelerated expiration date) and may, in the case of merger, consolidation, dissolution or liquidation of Spiegel, or in any other case in which it feels it is in the Corporation's best interest, accelerate the date or dates on which any option or any part of any option shall be exercisable for any or all of the shares covered thereby. (j) RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a stockholder with respect to any shares covered by any of said Optionee's options until the date that Spiegel receives payment in full for the purchase of said shares pursuant to the effective exercise of said option. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such payment is received by Spiegel, except as provided in Section 7 hereof. (k) DOCUMENTS TO BE DELIVERED TO OPTIONEES. Upon the grant of an option hereunder to an Optionee, there shall be delivered to the Optionee a prospectus describing the options granted hereunder and the Class A Stock covered by the options together with such other information or documents as the Committee shall deem necessary or advisable. (l) COMPLIANCE WITH SECURITIES EXCHANGE ACT. Notwithstanding anything herein to the contrary, options shall always be granted and exercised in such a manner as to conform to the provisions of Rule 16b-3, or any replacement rule, adopted pursuant to the provisions of the Securities Exchange Act of 1934 as the same now exists or may, from time to time, be amended. (m) OTHER PROVISIONS. The option agreements authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the option, as the Committee shall deem advisable and, in any event, all such option agreements shall contain such limitations and restrictions upon the exercise of the option as shall be necessary in order that such option will be an "incentive stock option" as defined in Section 422 of the Code (except as provided in paragraph (f) of Section 5 hereof) or to conform to any change in the law. 6 SECTION 6. NOTICE OF INTENT TO EXERCISE OPTIONS. An Optionee desiring to exercise an option granted hereunder as to one or more of the shares covered thereby must, in order to so exercise the option, notify the Corporation in writing to that effect, specifying the number of shares to be purchased in a form satisfactory to the Committee. SECTION 7. STOCK DIVIDEND--RECAPITALIZATION--CONSOLIDATION. If any stock dividend shall be declared upon the Class A Stock or if the Class A Stock shall hereafter be subdivided, consolidated, or changed into other securities of Spiegel, or a successor corporation to Spiegel, then in each such event, shares of Class A Stock which would be delivered pursuant to exercise of any options shall for the purpose of adjusting the number and kind thereof, be treated as though outstanding immediately prior to the occurrence of such event and the purchase price to be paid therefor shall be appropriately adjusted to give effect thereto. The grant of an option pursuant to the Plan shall not affect in any way the right or power of Spiegel to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. SECTION 8. EXPIRATION AND TERMINATION OF PLAN. Options may be granted pursuant to this Plan only within ten (10) years following the earlier to occur of the date on which the Plan is originally adopted by the Board of Directors and the date on which the Plan is originally approved by holders of the Class B Voting Common Stock of Spiegel. Options may be granted under the Plan at any time until the Plan is terminated by the Board of Directors or until such earlier date when termination of the Plan shall be required by applicable law. If not sooner terminated, the Plan shall terminate automatically on November 17, 2008, which is ten years from the date on which the Plan was originally approved by the Board of Directors. SECTION 9. AMENDMENT OF THE PLAN. The Board of Directors may, insofar as permitted by law, from time to time, with respect to any shares of Class A Stock at the time not subject to outstanding options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever except that, without approval of the holders of a majority of the Class B Voting Common Stock of Spiegel, no such revision or amendment shall change the number of shares of Class A Stock subject to the Plan (except as may occur as a result of an occurrence described in Section 7), change the designation of the class of employees eligible to receive options, remove the administration of the Plan from the Committee, or render any member of the Committee eligible to receive an option under the Plan while serving thereon. Furthermore, the Plan may not, without the approval of the holders of a majority of the Class B Voting Common Stock of Spiegel, be amended in any manner that will cause options issued under it to fail to meet the requirements of "incentive stock options" as defined in Section 422 of the Code (except as 7 provided in paragraph (f) of Section 5 hereof) or which would result in a failure to comply with Section 16(b)(3) of the Securities Exchange Act of 1934 or similar statute or rules or regulations adopted thereunder. SECTION 10. GRANTING OF OPTIONS. The granting of any option pursuant to this Plan shall be entirely in the discretion of the Committee and nothing herein contained shall be construed to give any employee any right to participate under this Plan or to receive any option under it. The granting of an option shall impose no duty upon the Optionee to exercise such option. Neither the adoption and maintenance of the Plan nor the granting of an option pursuant to this Plan shall be deemed to constitute a contract of employment between the Corporation and any employee or to be a condition of the employment of any person. Nothing herein contained shall be deemed to (a) give to any employee the right to be retained in the employ of the Corporation; (b) interfere with the right of the Corporation to discharge or retire any employee at any time; (c) be deemed to give to the Corporation the right to require an employee to remain in its employ or (d) interfere with the employee's right to terminate his employment at any time. SECTION 11. GOVERNMENT REGULATIONS. This Plan and the granting and exercise of any option hereunder and the obligations of Spiegel to sell and deliver shares under any such option shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies as may be required. SECTION 12. PROCEEDS FROM SALE OF STOCK. Proceeds of the purchase of optioned shares by any Optionee shall be for the general business purposes of Spiegel. SECTION 13. REPORTING REQUIREMENTS. The Committee shall furnish each Optionee hereunder with such information relating to the exercise of any option granted hereunder to said Optionee as is required under the Code and applicable State and Federal Security laws. 8 SECTION 14. APPROVAL OF STOCKHOLDERS. No option granted hereunder shall be exercisable until the Plan is approved by the holders of a majority of the outstanding shares of the Class B Voting Common Stock of Spiegel, which approval must occur within the period beginning twelve months before and ending twelve months after the date the Plan is adopted by the Board of Directors. If the Plan is not so approved by the holders of Spiegel's Class B Voting Common Stock, any options granted hereunder shall be void and of no effect. SECTION 15. INTERPRETATION. The terms of this Plan are subject to all present and future regulations and rulings of the Secretary of the Treasury or his delegate relating to the qualification of Incentive Stock Options under Section 422 of the Code. If any provision of the Plan conflicts with any such regulation or ruling, that provision of the Plan shall be void and of no effect. SPIEGEL, INC. By: /s/ Michael R. Moran -------------------------------- 9 EX-28.(B) 7 EXHIBIT 28(B) Exhibt 28(b) SPIEGEL, INC. CLASS A NON-VOTING COMMON STOCK OPTION AGREEMENT NO. __ This Option Agreement No. __ entered into this _______ day of ____________________, 19__ , by and between Spiegel, Inc., a Delaware corporation ("Spiegel"), and _____________________________ ("Optionee"). WHEREAS, Spiegel desires to grant the Optionee an Option to purchase shares of its $1.00 par value per share Class A Non-Voting Common Stock ("Class A Stock") subject to the terms and conditions hereinafter set forth, pursuant to the provisions of the Spiegel Group Incentive Stock Option Plan (the "Plan") which was adopted by Spiegel on November 17, 1998 and which was subsequently approved by the Class B Voting Common Stockholders of Spiegel. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 1. GRANT OF OPTION. Spiegel, pursuant to the Plan, hereby grants to the Optionee the option ("Option") to purchase ___________ shares of Class A Stock, subject to the terms and conditions hereinafter set forth. The date of the grant of the Option is the date of this Stock Option Agreement. 2. PURCHASE PRICE. The purchase price of the Class A Stock covered by the Option shall be ____________________________________ ($________________) per share. 3. PERIOD OF EXERCISE AND TERMS AND CONDITIONS OF OPTION. This Option may be exercised between the date hereof and the date ten (10) years after the date hereof from time to time, in whole or in part as to one or more whole shares of Class A Stock covered by the Option, subject to the terms and conditions set forth below. Anything contained herein to the contrary notwithstanding, the Option granted hereunder shall not be exercisable in whole or in part after the expiration of ten (10) years after the date of grant thereof. The Option granted hereby shall be subject to the following terms and conditions: (a) PERIOD OF EXERCISE OF OPTIONS. Except as otherwise specifically provided herein: (1) No portion of the Option granted hereby shall be exercisable until December 31, 1999 (or the next preceding business day if December 31, 1999 is a holiday) when the Option shall become and remain exercisable for 20% of the shares covered thereby. The Option granted hereby shall become and remain exercisable for an additional 20% of the shares covered thereby on December 31, 2000, December 31, 2001, December 31, 2002 and December 31, 2003 (or the next business day preceding any said December 31st which is a holiday); (2) An Optionee may exercise a portion of the Option from the date that portion first becomes exercisable until the Option expires or is otherwise terminated; 2 (3) In the case of any fractional share resulting from any calculation under the Plan, the shares available for exercise shall be determined to the nearest lower number of whole shares. (b) MAXIMUM VALUE OF STOCK WITH RESPECT TO WHICH OPTION IS EXERCISABLE FOR FIRST TIME IN ANY CALENDAR YEAR. Anything contained herein to the contrary notwithstanding, to the extent the aggregate fair market value (determined at the time the option is granted) of stock with respect to which options are exercisable for the first time by Optionee during any one calendar year (under this Plan and all other incentive stock option plans of Spiegel or any parent or subsidiary corporation of Spiegel) shall exceed One Hundred Thousand Dollars ($100,000.00), such excess options shall be treated as options which are not incentive stock options as determined under the Plan. (c) TRANSFER OF OPTION. Neither the whole nor any part of this Option shall be transferable by the Optionee or by operation of law during the Optionee's lifetime and at the Optionee's death this Option or any part thereof shall only be transferable by the Optionee's will or by the laws of descent and distribution. This Option may be exercised during the lifetime of the Optionee only by the Optionee. This Option, and any and all rights granted to the Optionee hereby, to the extent not theretofore effectively exercised shall automatically terminate and expire upon any sale, transfer or hypothecation or any attempted sale, transfer or hypothecation of the Option or such rights, or upon the bankruptcy or insolvency of the Optionee. 3 (d) TERMINATION OF EMPLOYMENT. This Option may not be exercised after the termination of the employment of the Optionee with Spiegel and its "subsidiary corporations" as that term is defined in the Plan (collectively, the "Corporation") except as hereinafter provided, specifically subject, however, to the provisions of the second sentence of the first paragraph of this Section 3: (1) RETIREMENT. This Option may be exercised within three (3) months after the Retirement (as hereinafter defined) of the Optionee and the Option shall be exercisable for all of the shares covered thereby, notwithstanding the provisions of paragraph (a)(1) of this Section 3. For purposes of this Option Agreement, "Retirement" shall mean any termination of employment with the Corporation occurring after (i) the completion of ten (10) years of service with the Corporation, and (ii) the date on which the Optionee's age and years of service with the Corporation add up to seventy (70). (2) DISABILITY. This Option may be exercised within three (3) months after the termination of the employment of the Optionee by reason of the Disability (as hereinafter defined) of the Optionee and the Option shall be exercisable for all of the shares covered thereby, notwithstanding the provisions of paragraph (a)(1) of this Section 3. For purposes of this Option Agreement, the Optionee shall be deemed to have incurred a "Disability" if a disinterested duly licensed medical doctor appointed by the Corporation determines that the Optionee is totally and permanently prevented, as a result of physical or mental infirmity, injury, or disease, either occupational or nonoccupational in cause, from holding the job or position with the Corporation or 4 engaging in the employment activity, or a comparable job or employment activity with the Corporation, which the Optionee held or customarily engaged in prior to the occurrence of the disability (provided, however, that disability hereunder shall not include any disability incurred or resulting from the Optionee's having engaged in a criminal act or enterprise, or any disability consisting of or resulting from the Optionee's chronic alcoholism, addiction to narcotics or an intentionally self-inflicted injury). (3) DEATH. (i) If the Optionee shall die while employed by the Corporation or within three (3) months after termination of employment with the Corporation by reason of Retirement or Disability, the Option granted hereby to such deceased Optionee shall be exercisable within one (1) year after the date of the Optionee's death and the Option shall be exercisable for all of the shares covered hereby, notwithstanding the provisions of paragraph (a)(1) of this Section 3. (ii) If the Optionee shall die within three (3) months after termination of employment with the Corporation for a reason other than Retirement or Disability, the Option granted hereby to such deceased Optionee shall be exercisable within one (1) year after the date of the Optionee's death but the Option may not be exercised for more than the number of shares, if any, as to which the Option was exercisable by the Optionee immediately prior to his death. 5 (iii) The legal representative, if any, of the deceased Optionee's estate, or the appropriate legatees or distributees of the deceased Optionee's estate may exercise this Option on behalf of the Optionee. (4) INVOLUNTARY TERMINATION OF EMPLOYMENT. This Option may be exercised within three (3) months after the Involuntary Termination of Employment (as hereinafter defined) of the Optionee with the Corporation and the Option shall be exercisable for all of the shares covered thereby, notwithstanding the provisions of paragraph (a)(1) of this Section 3. For purposes of this Option Agreement, "Involuntary Termination of Employment" shall mean any termination of the Optionee's employment with the Corporation by reason of the discharge, firing or other involuntary termination of the Optionee's employment by action of the Corporation other than an involuntary termination for cause as described in subparagraph (6) of this paragraph (d). (5) VOLUNTARY TERMINATION OF EMPLOYMENT. This Option may be exercised, if otherwise timely, within three (3) months after the Voluntary Termination of Employment (as hereinafter defined) of the Optionee with the Corporation but the Option may not be exercised for more than the number of shares, if any, as to which the Option was exercisable by the Optionee immediately prior to such termination of employment as determined under the provisions of paragraph (a)(1) of this Section 3. For purposes of this Option Agreement, "Voluntary Termination of Employment" shall mean any voluntary termination of employment with the Corporation by reason of the Optionee's quitting or otherwise voluntarily leaving the Corporation's employ other than a voluntary termination of employment by reason of Retirement or a voluntary termination of 6 employment constituting a termination for cause as described in subparagraph (6) of this paragraph (d). (6) TERMINATION FOR CAUSE. Anything contained herein to the contrary notwithstanding, if the termination of the Optionee's employment with the Corporation is as a result of or caused by the Optionee's theft or embezzlement from the Corporation, the violation of a material term or condition of his employment, the disclosure by the Optionee of confidential information of the Corporation, conviction of the Optionee of a crime of moral turpitude, the Optionee's stealing trade secrets or intellectual property owned by the Corporation, any act by the Optionee in competition with the Corporation or any other act, activity or conduct of the Optionee which in the opinion of the Board Committee of the Board of Directors of Spiegel is adverse to the best interests of the Corporation, then this Option and any and all rights granted to such Optionee hereunder, to the extent not yet effectively exercised, shall become null and void effective as of the date of the occurrence of the event which results in the Optionee ceasing to be an employee of the Corporation and any purported exercise of the Option by or on behalf of the Optionee following such date shall be of no effect. (e) ACCELERATION. The Stock Option Committee (the "Committee"), which administers the Plan, may, in the case of merger, consolidation, dissolution or liquidation of Spiegel, accelerate the expiration date of this Option for any or all of the shares covered thereby (but still giving the Optionee a reasonable period of time to exercise the Option with respect to any portion thereof outstanding 7 prior to the accelerated expiration date) and may, in the case of merger, consolidation, dissolution or liquidation of Spiegel, or in any other case in which it feels it is in the Corporation's best interest, accelerate the date or dates on which this Option or any part of this Option shall be exercisable for any or all of the shares covered thereby. (f) RIGHTS AS A STOCKHOLDER. The Optionee shall have no rights as a stockholder with respect to any shares covered by this Option until the date that Spiegel receives payment in full for the purchase of said shares pursuant to the effective exercise of this Option. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such payment is received by Spiegel, except as provided in Section 7 of the Plan. Spiegel shall not be required to issue or deliver any certificate for shares of its Class A Stock purchased upon the exercise of all or any part of this Option before (1) the admission of such shares to listing on any stock exchange on which such stock may then be listed, or, if applicable, approved for inclusion on the National Market System of the NASD and (2) completion of any registration or other qualification of such shares under any state or federal law or ruling or regulation of any governmental regulatory body that Spiegel shall, in its sole discretion, determine is necessary or advisable. (g) COMPLIANCE WITH SECURITIES EXCHANGE ACT. Notwithstanding anything herein to the contrary, this Option shall always be exercised in such a manner as to conform to the provisions of Rule 16b-3, or any replacement rule, adopted pursuant to the provisions of the 8 Securities Exchange Act of 1934 as the same now exists or may, from time to time, be amended. (h) OPTION SUBJECT TO TERMS OF PLAN. The exercise of this Option shall be additionally conditioned and limited as provided in the Plan. 4. METHOD OF EXERCISE. Subject to the terms and conditions of this Stock Option Agreement and the Plan, the Optionee, in order to exercise the Option, must notify the Committee in writing in a form acceptable to the Committee to that effect at Spiegel, Inc., Stock Option Committee, c/o Michael R. Moran, 3500 Lacey Road, Downers Grove, Illinois 60515-5432. Such written notice must state the election to exercise the Option granted under this Stock Option Agreement, and specify the number of shares of Class A Stock to be purchased. Such notice must be accompanied by cash, or a check payable to Spiegel, Inc. in the amount of the full purchase price in United States Dollars for the shares of Class A Stock to be purchased. The Option shall be considered as having been effectively exercised only upon the receipt by the Committee of the written notice of the exercise of the Option and the payment of the full purchase price for the shares of Class A Stock to be purchased in accordance with the preceding provisions of this Section 4. 5. GENERAL PROVISIONS. (a) Spiegel shall make available such number of shares of Class A Stock as will be sufficient to satisfy the requirements of this Option Agreement, shall pay any original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses 9 necessarily incurred by Spiegel in connection herewith, and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of independent counsel for Spiegel shall be applicable thereto. (b) This Option Agreement shall be subject to such amendment and modification from time to time as the Committee shall deem necessary to comply with applicable law or regulation. (c) The Optionee, in executing this Stock Option Agreement, acknowledges that he has received from the Committee a copy of the provisions of the Plan and the prospectus describing the Option granted hereby and the Class A Stock covered by the Option. IN WITNESS THEREOF, Spiegel, Inc. and the Optionee have cause this Option Agreement as first numbered above to be duly executed, all on the day and year first above written. SPIEGEL, INC. By: -------------------------------------- Chairman of the Spiegel, Inc. Stock Option Committee -------------------------------------- Optionee 10 -----END PRIVACY-ENHANCED MESSAGE-----