-----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, WUzwNQUbsLEbWP7gcgLPSANREnzny1LgwcdnCl+XjnsnlJ72ar1jZkGltomCBVff q8c07Fz+fQkxoAEs4Np0zA== 0000950152-97-000275.txt : 19970120 0000950152-97-000275.hdr.sgml : 19970120 ACCESSION NUMBER: 0000950152-97-000275 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970318 FILED AS OF DATE: 19970117 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 97507354 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 PRE 14A 1 FIFTH THIRD BANK PRE 14A 1 SCHEDULE 14A (RULE 14a) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check appropriate box: [X ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED [ ] Definitive Proxy Statement BY RULE 14A-6(e)(2)) [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 FIFTH THIRD BANCORP (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Payment of Filing Fee (Check the appropriate box): [ ] No fee required. [X ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------- (5) Total fee paid: $125 ----------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------- (3) Filing Party: ------------------------------------------------------ (4) Date Filed: -------------------------------------------------------- 2 DRAFT 1/13/97 [COMPANY LOGO] CINCINNATI, OHIO 45263 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS February 7, 1997 To the Stockholders of Fifth Third Bancorp: You are cordially invited to attend the Annual Meeting of the Stockholders of Fifth Third Bancorp to be held at the offices of The Fifth Third Bank, William S. Rowe Building, 38 Fountain Square Plaza, Cincinnati, Ohio on Tuesday, March 18, 1997 at 11:30 a.m. for the purposes of considering and acting upon the following: (1) Election of seven (7) Class II Directors to serve until the Annual Meeting of Stockholders in 2000. (2) The proposal described in the Proxy Statement to adopt an amendment to the Amended 1990 Stock Option Plan which provides that the aggregate number of shares of Common Stock which may be issued under the Plan shall be increased by 2.5 million shares. The proposed amendment to the Plan is attached as Annex 1 to the Proxy Statement and incorporated therein by reference. (3) Approval of the appointment of the firm of Deloitte & Touche LLP to serve as independent auditors for the Company for the year 1997. (4) Transaction of such other business that may properly come before the Meeting or any adjournment thereof. Stockholders of record at the close of business on January 31, 1997 will be entitled to vote at the Meeting. ALL PERSONS WHO FIND IT CONVENIENT TO DO SO ARE INVITED TO ATTEND THE MEETING IN PERSON. IN ANY EVENT, PLEASE SIGN AND RETURN THE ENCLOSED PROXY WITH THIS NOTICE AT YOUR EARLIEST CONVENIENCE. By Order of the Board of Directors MICHAEL K. KEATING Secretary 3 FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OHIO 45263 PROXY STATEMENT The Board of Directors of Fifth Third Bancorp (the "Company") is soliciting proxies, the form of which is enclosed, for the Annual Meeting of Stockholders to be held on March 18, 1997. Each of the __________shares of Common Stock outstanding on January 31, 1997 is entitled to one vote on all matters acted upon at the Meeting, and only Stockholders of record on the books of the Company at the close of business on January 31, 1997 will be entitled to vote at the Meeting, either in person or by proxy. The shares represented by all properly executed proxies which are sent to the Company will be voted as designated and each not designated will be voted affirmatively. Each person giving a proxy may revoke it by giving notice to the Company in writing or in open meeting at any time before it is voted. The laws of Ohio under which the Company is incorporated provide that if notice in writing is given by any Stockholder to the President, a Vice President, or the Secretary of the Company not less than forty-eight (48) hours before the time fixed for holding a meeting of Stockholders for the purpose of electing Directors that such Stockholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the Chairman or Secretary or by or on behalf of the Stockholder giving such notice, each Stockholder shall have the right to cumulate such voting power as he possesses in voting for Directors. The expense of soliciting proxies will be borne by the Company. Proxies will be solicited principally by mail, but may also be solicited by the Directors, Officers, and other regular employees of the Company, who will receive no compensation therefor in addition to their regular compensation. Brokers and others who hold stock on behalf of others will be asked to send proxy material to the beneficial owners of the stock, and the Company will reimburse them for their expenses. The Annual Report of the Company for the year 1996, including financial statements, has been mailed to all Stockholders. Such report and financial statements are not a part of this Proxy Statement. CERTAIN BENEFICIAL OWNERS Under Section 13(d) of the Securities Exchange Act of 1934, a beneficial owner of a security is any person who directly or indirectly has or shares voting power or investment power over such security. Such beneficial owner under this definition need not enjoy the economic benefit of such securities. The following are the only Stockholders deemed to be beneficial owners of 5% or more of the Common Stock of the Company as of December 31, 1996:
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT TITLE OF CLASS BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS Common Stock Cincinnati Financial Corporation (1) 6200 South Gilmore Fairfield, Ohio 45014 Common Stock Fifth Third Bancorp (2) Subsidiary Banks 38 Fountain Square Plaza Cincinnati, Ohio 45263 Common Stock The Western-Southern Life Insurance Co. (3) 400 Broadway Cincinnati, Ohio 45202 Common Stock Ruane, Cunniff & Co., Inc. 767 Fifth Avenue, Suite 4701 New York, New York 10153
4 (1) Cincinnati Financial Corporation owns 15,576,673 shares of the Common Stock of the Company. Cincinnati Insurance Company, a subsidiary of Cincinnati Financial Corporation, owns 4,042,500 shares. Cincinnati Casualty Company, another subsidiary, owns 315,000 shares. Cincinnati Life Insurance Company, another subsidiary of Cincinnati Financial Corporation, owns 306,450 shares. In addition, Mr. John J. Schiff, Jr., a Director of the Company who is Chairman and Director of Cincinnati Financial Corporation, individually beneficially owns ____________shares and Mr. Robert B. Morgan, a Director of the Company, who is President and Director of Cincinnati Financial Corporation and Cincinnati Insurance Company individually beneficially owns 21,679 shares. Also affiliated is a trust in which John J. Schiff, Jr. and Thomas R. Schiff are trustees which owns 6,750 shares. (2) There are ten wholly-owned bank subsidiaries of the Company, which are beneficial owners of _________shares. The banks hold these shares in a fiduciary capacity under numerous trust relationships none of which relates to more than 5% of the shares, and have sole or shared voting power, and sole or shared investment power over these shares. The banks also hold shares in a non-discretionary capacity, and disclaim any beneficial interest in all shares held in these capacities. (3) The Western-Southern Life Insurance Co. owns 997,082 shares of the Common Stock of the Company. Waslic Delaware Company II, a subsidiary of The Western-Southern Life Insurance Co., owns 5,777,775 shares. In addition, Mr. John F. Barrett, a Director, President and Chief Executive Officer of The Western-Southern Life Insurance Co., and a Director of the Company individually beneficially owns ___________ shares. ELECTION OF DIRECTORS In accordance with the Company's Code of Regulations, the Board of Directors is classified into three classes as nearly equal in number as the then total number of Directors constituting the whole Board permits. Each class is to be elected to separate three year terms with each term expiring in different years. At each Annual Meeting the Directors or nominees constituting one class are elected for a three-year term. The term of those Directors listed below as Class II expires at the Annual Meeting on March 18, 1997 and this Class contains the nominees to be elected to serve until the Annual Meeting of Stockholders in 2000. Any vacancies that occur after the Directors are elected may be filled by the Board of Directors in accordance with law for the remainder of the full term of the vacant directorship. The Board of Directors intends to nominate for election as Class II Directors the seven persons listed below, all of whom are presently serving as Class II Directors of the Company. It is the intention of the persons named in the Proxy to vote for the election of all nominees named. If any nominee(s) shall be unable to serve, which is not now contemplated, the proxies will be voted for such substitute nominee(s) as the Board of Directors recommends. Nominees receiving the seven highest totals of votes cast in the election will be elected as directors. Proxies in the form solicited hereby which are returned to the Company will be voted in favor of the seven nominees specified below unless otherwise instructed by the stockholder. Abstentions and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will not be counted and will have no effect on the outcome of the election. In accordance with the retirement policy of the Board of Directors of the Company and The Fifth Third Bank, in March, 1996, Mr. Clement L. Buenger retired, and Mr. John D. Geary has indicated his intention to retire from his Directorship prior to the Annual Meeting. Mr. Buenger was the former President and CEO of both the Company and the Bank, and has generously given 27 years of valuable service to the Company and the Bank as an officer and Director, and Mr. Geary has generously given 20 years of valuable service to the Company and the Bank as a Director. Mr. Geary is currently a Class II Director, with a term expiring on March 18, 1997. The following tables set forth information with respect to each Class II Director, all of whom are nominees for re-election at the Annual Meeting, except for Mr. John D. Geary, and with respect to incumbent Directors in Classes I and III of the Board of Directors who are not nominees for re-election at the Annual Meeting. -2- 5 CLASS II DIRECTORS (Terms Expire 1997)
SHARES OF COMPANY COMMON STOCK BENEFICIALLY OWNED ON DECEMBER 31, 1996(1) DIRECTOR PERCENT NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE NUMBER(4) OF CLASS - ----------------------------------------------------------------------------------------------------------------------------- (3) JOHN F. BARRETT, 47, President, CEO and Director of The Western-Southern 1988 22,775 Life Insurance Co. since March, 1994. Formerly, President and COO, The Western-Southern Life Insurance Co. Director of Cincinnati Bell, Inc. RICHARD T. FARMER, 62, Chairman and Director, Cintas Corporation, a service 1982 43,733 company that designs, manufactures and implements corporate identity uniform programs, since August, 1995. Formerly, Mr. Farmer was Chairman, CEO and Director of Cintas Corporation. Director of Safety-Kleen Corp. (2) JOHN D. GEARY, 70, Retired as President, Midland Enterprises Inc., 1977 32,682 a company engaged in inland waterway transportation. (3) ROBERT B. MORGAN, 62, President, Chief Executive Officer and Director of 1986 21,697 Cincinnati Financial Corporation and Cincinnati Insurance Company. BRIAN H. ROWE, 65, Chairman Emeritus, GE Aircraft Engines, General Electric 1980 23,220 Company since February, 1995. Previously, Mr. Rowe was Chairman from September, 1993, and was President and CEO, GE Aircraft Engines, General Electric Company. Director of Atlas Air, Inc., B/E Aerospace, Cincinnati Bell, Inc., CanadianMarconi Company, Steward & Stevenson Services, Inc., and Textron, Inc. (2) GEORGE A. SCHAEFER, JR., 51, President and Chief Executive Officer of 1988 391,900 Fifth Third Bancorp and The Fifth Third Bank. Director of Anthem Insurance Companies, Inc. (2)(3) JOHN J. SCHIFF, JR., 53, Retired as Chairman of John J. & Thomas R. 1983 108,247 Schiff & Co., Inc., an insurance agency in December, 1996. Chairman and Director of Cincinnati Financial Corporation and Cincinnati Insurance Company. Director of CINergy Corp., Standard Register Co., and Cincinnati Bengals. DUDLEY S. TAFT, 56, President and Director, Taft Broadcasting Company, owner 1981 31,159 and operator of television broadcasting stations. Director of CINergy Corp., The Union Central Life Insurance Company, United States Playing Card Co., and The Tribune Company. CLASS III DIRECTORS (Terms Expire 1998) GERALD V. DIRVIN, 59, Retired April, 1994, as Executive Vice President and 1989 14,025 Director, The Procter & Gamble Company, manufacturers of household and consumer products. Director of Cintas Corporation and Northern Telecom Ltd. IVAN W. GORR, 67, Retired in October, 1994 as Chairman and CEO, Cooper Tire & 1991 9,528 Rubber Company, a manufacturer of tires and rubber products. Director of Amcast Industrial Corporation, Arvin Industries, Inc., Cooper Tire & Rubber Company, OHM Corporation, and Borg-Warner Automotive, Inc. (2) JOSEPH H. HEAD, JR., 64, Chairman and Director, Atkins & Pearce, Inc., 1987 68,532 manufacturer of industrial textiles, since _________ , 1996. Formerly, Mr. Head was Chairman, CEO and Director of Atkins & Pearce, Inc. Director of Baldwin Piano & Organ Co.
-3- 6
SHARES OF COMPANY COMMON STOCK BENEFICIALLY OWNED ON DECEMBER 31, 1996(1) Director Percent NAME, AGE AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS Since Number(4) of Class - ---------------------------------------------------------------------------------------------------------------------------- (2) WILLIAM J. KEATING, 69, Retired Chairman and Publisher, The Cincinnati 1980 65,173 Enquirer, a regional newspaper. Director of The Midland Co. JAMES E. ROGERS, 49, Vice Chairman, President, CEO and Director of CINergy 1995 2,400 Corp., CINergy Services, CG&E and PSI Energy, since December, 1995, and Mr. Rogers was Vice Chairman, President and COO since October, 1994. Formerly, Mr. Rogers was Chairman, President and CEO of PSI Energy. Director of Bankers Life Holding Company, Duke Realty Investments, Inc., and A O Irkutsbenergo. CLASS I DIRECTORS (TERMS EXPIRE 1999) MILTON C. BOESEL, JR., 68, Counsel, Ritter, Robinson, McCready & James, 1989 16,172 Attorneys at Law, Toledo, Ohio, formerly, Ritter, Boesel and Robinson. THOMAS B. DONNELL, 50, Chairman, The Fifth Third Bank of Northwestern 1984 217,084 Ohio, National Association (Toledo, Ohio). JOAN R. HERSCHEDE, 57, President and CEO of The Frank Herschede Company, 1991 9,825 an investment holding company. WILLIAM G. KAGLER, 64, Retired as Chairman of Skyline Chili Inc., a restaurant 1983 23,467 and frozen food product manufacturer, since October, 1995. Formerly, Mr. Kagler was Chairman of the Executive Committee since November, 1994, and was Chairman, CEO and Director of Skyline Chili, Inc. since November, 1992 and President, Kagler & Associates, Inc., a consulting firm serving the food industry. Previously, Mr. Kagler was President, CEO and Director of Skyline Chili, Inc. Director of The Union Central Life Insurance Company, The Ryland Group, Inc., and Grand Union Company. JAMES D. KIGGEN, 64, Chairman and Chief Executive Officer and Director, Xtek, 1982 35,420 Inc., manufacturer of hardened steel parts, since November, 1995. Formerly, Mr. Kiggen was Chairman, President, CEO and Director of Xtek, Inc. Director of Cincinnati Bell, Inc., United States Playing Card Co., and R.A. Jones & Co., Inc. MICHAEL H. NORRIS, 60, Retired as President and Director, The Deerfield 1985 24,130 Manufacturing Company, a fabricator of sheet metal stampings, deep drawn parts and assemblies, and retired as Group Vice President and Director of The Ralph J. Stolle Company, since January, 1994. (2) DENNIS J. SULLIVAN, JR., 64, Executive Counselor of Dan Pinger Public 1984 33,396 Relations, Inc., a public relations agency, since February, 1993. Formerly, Executive Vice President, Chief Financial Officer and Director of Cincinnati Bell, Inc. and Cincinnati Bell Telephone Company. Director of Anthem Insurance Companies, Inc., and Access Corporation. - ---------------------------------------------------------------------------------------------------------------------------- All Directors and Executive Officers as a Group (26 persons). - ------------------------------------------------------------------------------- (1) As reported to Fifth Third Bancorp by the Directors as of the date stated. Includes shares held in the name of spouses, minor children, certain relatives, trusts, estates and certain affiliated companies as to which beneficial ownership may be disclaimed. (2) Members of the Executive Committee of the Board of Directors.
-4- 7 (3) Messrs. Morgan and Schiff, Jr. are Directors of Cincinnati Financial Corporation and Mr. Barrett is a Director of The Western-Southern Life Insurance Co., whose holdings of Company shares with their affiliates are more fully set forth above under the caption "Certain Beneficial Owners" in this Proxy Statement. (4) The amounts shown represent the total shares owned outright by such individuals together with shares which are issuable upon the exercise of currently exercisable, but unexercised stock options. Specifically, the following individuals have the right to acquire the shares indicated after their names, upon the exercise of such stock options: Mr. Barrett, 12,938; Mr. Boesel, 7,875; Mr. Dirvin, 12,938; Mr. Donnell, 14,251; Mr. Farmer, 12,938; Mr. Geary, 9,563; Mr. Gorr, 7,875; Mr. Head, 20,533; Ms. Herschede, 0; Mr. Kagler, 4,500; Mr. Keating, 4,500; Mr. Kiggen, 12,938; Mr. Morgan, 12,938; Mr. Norris, 4,500; Mr. Rogers, 2,250; Mr. Rowe, 12,938; Mr. Schaefer, 240,000; Mr. Schiff, 0; Mr. Sullivan, 0; Mr. Taft, 4,500. BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS The Board of Directors of Fifth Third Bancorp met four times during 1996. Except for Messrs. Boesel, Donnell, and Gorr, each of the Directors of Fifth Third Bancorp is also a member of the Board of Directors of The Fifth Third Bank which meets once each month. Fifth Third Bancorp has an Executive Committee consisting of Messrs. Geary, Head, Keating, Schaefer, Schiff and Sullivan, which meets only on call. While this Committee has, under Ohio law, the powers to act between meetings of the Board on virtually all matters that the Board could act upon, it is not considered as an active committee by Fifth Third Bancorp, but reserves its function for emergency purposes. The Executive Committee met three times in 1996. Fifth Third Bancorp has a Compensation and Stock Option Committee, consisting of Messrs. Dirvin, Geary, Head and Schiff, which met three times during 1996. The Board of Directors does not have a nominating committee. This function is normally served by the Board of Directors and in emergencies by the Executive Committee. The Audit Committee of Fifth Third Bancorp serves in a dual capacity as the Audit Committee of The Fifth Third Bank, meeting in formal meetings in March, July and November as well as informally at other times. Three formal meetings were held during 1996. One of the functions of this Committee is to carry out the statutory requirements of a bank audit committee as prescribed under Ohio law. Other functions include the engagement of independent auditors, reviewing with those independent auditors the plans and results of the audit engagement of the Company, reviewing the scope and results of the procedures for internal auditing, reviewing the independence of the independent auditors and similar functions. The Audit Committee members for 1996 were Messrs. Barrett, Gorr, Kiggen, Sullivan and Mrs. Herschede. Executive compensation and stock options are determined by the Compensation and Stock Option Committee of the Board of Directors. The formal report of the Compensation and Stock Option Committee with respect to 1996 compensation and stock option grants begins on Page 10 herein. Of the Members of the Board of Fifth Third Bancorp, Messrs. Gorr, Kagler, Rogers and Rowe attended less than 75% of the aggregate meetings of the Board during 1996. EXECUTIVE COMPENSATION Set forth below are tables showing for the Chief Executive Officer and the four other highest-paid executive officers of the Company: (1) in summary form, the compensation paid for the last three years; (2) the options granted and options exercised; and (3) beneficial ownership of the Company's Common Stock. SUMMARY The following table is a summary of certain information concerning the compensation awarded, paid to, or earned by the Company's chief executive officer and each of the Company's other four most highly compensated executive officers (the "named executives") during each of the last three fiscal years. -5- 8
SUMMARY COMPENSATION TABLE =================================================================================================================================== Annual Compensation Long Term Compensation - ----------------------------------------------------------------------------------------------------------------------------------- Shares All Other Underlying Compensation Name and Principal Position Year Salary ($) Bonus ($) Options ($) (1) - ----------------------------------------------------------------------------------------------------------------------------------- George A. Schaefer, Jr. 1996 President and Chief Executive 1995 720,692 410,000 67,500 162,254 Officer 1994 619,333 360,000 60,000 139,555 - ----------------------------------------------------------------------------------------------------------------------------------- Stephen J. Schrantz 1996 Executive Vice President 1995 380,006 195,000 25,500 82,513 1994 336,757 175,000 22,500 72,925 - ----------------------------------------------------------------------------------------------------------------------------------- George W. Landry 1996 Executive Vice President 1995 360,770 185,000 25,500 78,318 1994 335,621 160,000 22,500 70,626 - ----------------------------------------------------------------------------------------------------------------------------------- Michael D. Baker 1996 Executive Vice President 1995 280,389 150,000 10,500 61,761 1994 255,221 120,000 10,500 53,469 - ----------------------------------------------------------------------------------------------------------------------------------- Michael K. Keating 1996 Executive Vice President 1995 279,235 150,000 10,500 61,595 1994 255,221 120,000 10,500 54,469 =================================================================================================================================== (1) All Other Compensation consists solely of the amounts representing the allocations to each Executive Officer under The Fifth Third Master Profit Sharing and Non-qualified Deferred Compensation Program.
STOCK OPTIONS The following table sets forth information concerning individual grants of options to purchase the Company's Common Stock made to the named executives in 1996:
==================================================================================================================================== OPTION GRANTS IN LAST FISCAL YEAR - ------------------------------------------------------------------------------------------------------------------------------------ Potential Realizable Percent of Value at Assumed Total Annual Rates of Stock Number of Options Price Appreciation for Name Shares Granted to Exercise Expiration Option Term Underlying Employees or Base Date Options in Fiscal Price Granted(1) Year ($/Sh.) --------------------------------- 5% ($) 10% ($) - ------------------------------------------------------------------------------------------------------------------------------------ George A. Schaefer, Jr. - ------------------------------------------------------------------------------------------------------------------------------------ Stephen J. Schrantz - ------------------------------------------------------------------------------------------------------------------------------------ George W. Landry - ------------------------------------------------------------------------------------------------------------------------------------ Michael D. Baker - ------------------------------------------------------------------------------------------------------------------------------------ Michael K. Keating ====================================================================================================================================
-6- 9 (1) All such options were granted July 18, 1996 and first become exercisable as to 25% of the shares covered after six months from the date of grant, as to 50% after one year of continued employment, as to 75% after two years of continued employment and are exercisable in full after the end of three years of continued employment. In the event the Company shall consolidate with, merge into, or transfer all or substantially all of its assets to another corporation, then all Options granted under this Plan shall become immediately exercisable. The option exercise price is not adjustable over the 10-year term of the options except due to stock splits and similar occurrences affecting all outstanding stock. The following table sets forth certain information regarding individual exercises of stock options during 1996 by each of the named executives.
================================================================================================================================== AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR - ---------------------------------------------------------------------------------------------------------------------------------- Shares Number of Shares Value of Unexercised In-the- Acquired Underlying Money Options at 12/31/96 on Value Unexercised Options at Exercise Realized 12/31/96 Name (#) ($) ----------------------------------------------------------------------- Exercisable Unexercisable Exercisable Unexercisable (#) (#) ($) ($) - ---------------------------------------------------------------------------------------------------------------------------------- George A. Schaefer, Jr. 0 0 - ---------------------------------------------------------------------------------------------------------------------------------- Stephen J. Schrantz 0 0 - ---------------------------------------------------------------------------------------------------------------------------------- George W. Landry 0 0 - ---------------------------------------------------------------------------------------------------------------------------------- Michael D. Baker 0 0 - ---------------------------------------------------------------------------------------------------------------------------------- Michael K. Keating 0 0 ==================================================================================================================================
BENEFICIAL OWNERSHIP The following table sets forth certain information regarding the named executives' beneficial ownership of the Common Stock of the Company as of December 31, 1996.
TITLE OF CLASS NAME OF OFFICER NUMBER OF SHARES(1) PERCENT OF CLASS Common Stock George A. Schaefer, Jr. Common Stock Stephen J. Schrantz Common Stock George W. Landry Common Stock Michael D. Baker Common Stock Michael K. Keating - ------------------------ (1) The amounts shown represent the total shares owned outright by such individuals together with shares which are issuable upon the exercise of currently exercisable, but unexercised stock options. These individuals have the right to acquire the shares indicated after their names, upon the exercise of such stock options: Mr. Schaefer, __________; Mr. Schrantz, __________ ; Mr. Landry, ________; Mr. Baker, _________ ; Mr. Keating, _________.
-7- 10 RETIREMENT PLANS The following table shows estimated annual benefits payable upon retirement under The Fifth Third Bancorp Master Retirement Plan (the "Retirement Plan") and The Fifth Third Bancorp Supplemental Retirement Income Plan (the "Supplemental Plan") based upon combinations of compensation levels and years of service:
================================================================================================================================== PENSION PLAN TABLE - ---------------------------------------------------------------------------------------------------------------------------------- Approximate Annual Retirement Benefit Upon Retirement at Age 65 Before Adjustments (1) (2) (3) - ---------------------------------------------------------------------------------------------------------------------------------- Remuneration(4)(5) 15 20 25 30 35 - ---------------------------------------------------------------------------------------------------------------------------------- 125,000 17,897 23,864 29,827 35,794 35,794 - ---------------------------------------------------------------------------------------------------------------------------------- 150,000 21,707 28,943 36,176 43,413 43,413 - ---------------------------------------------------------------------------------------------------------------------------------- 175,000 25,522 34,031 42,535 51,044 51,044 - ---------------------------------------------------------------------------------------------------------------------------------- 200,000 29,335 39,115 48,889 58,669 58,669 - ---------------------------------------------------------------------------------------------------------------------------------- 225,000 33,147 44,198 55,243 66,294 66,294 - ---------------------------------------------------------------------------------------------------------------------------------- 250,000 36,960 49,282 61,597 73,919 73,919 - ---------------------------------------------------------------------------------------------------------------------------------- 300,000 44,585 59,449 74,305 89,169 89,169 - ---------------------------------------------------------------------------------------------------------------------------------- 350,000 52,210 69,616 87,012 104,419 104,419 - ---------------------------------------------------------------------------------------------------------------------------------- 400,000 59,835 79,783 99,720 119,669 119,669 - ---------------------------------------------------------------------------------------------------------------------------------- 450,000 67,459 89,950 112,428 134,919 134,919 - ---------------------------------------------------------------------------------------------------------------------------------- 500,000 75,085 100,118 125,136 150,169 150,169 - ---------------------------------------------------------------------------------------------------------------------------------- 550,000 82,709 110,285 137,844 165,419 165,419 - ---------------------------------------------------------------------------------------------------------------------------------- 600,000 90,334 120,452 150,551 180,669 180,669 - ---------------------------------------------------------------------------------------------------------------------------------- 650,000 97,959 130,619 163,259 195,919 195,919 - ---------------------------------------------------------------------------------------------------------------------------------- 700,000 105,584 140,786 175,967 211,169 211,169 - ---------------------------------------------------------------------------------------------------------------------------------- 750,000 113,209 150,954 188,675 226,419 226,419 ================================================================================================================================== (1) Benefits shown are computed on the basis of a straight life annuity. Other available forms of benefits payment under the Retirement Plan, which are the actuarial equivalent of the straight life annuity, are the joint and surviving spouse annuity, the contingent annuitant option, the life - 10 year certain option, and the single lump sum option. The method of payment from the Supplemental Plan is either a single lump sum or an installment. (2) Under the current law, the maximum annual pension benefit payable under the Internal Revenue Code, applicable to the Retirement Plan, is $120,000 for 1996. Any annual pension benefit accrued over $120,000 is payable under the Supplemental Plan. (3) For the purpose of computing a benefit under these Plans on December, 31, 1996, Mr. Schaefer had 26 years of credited service; Mr. Landry, 23 years; Mr. Schrantz, 13 years; Mr. Baker, 23 years; Mr. Keating, 11 years. (4) The amounts shown are the gross benefit amounts provided by both the Retirement Plan and the Supplemental Plan. Plan benefits are determined as 30.5% of final average pay minus 11.1% of the participant's social security final average compensation (up to his social security covered compensation) with a reduction of 1/30th for each year of credited service less than 30. Benefits are also reduced for termination of service prior to age 60, for a commencement of benefit payments prior to age 60, and eliminated under the vesting schedule if the participant has less than five (5) vesting years.
-8- 11 (5) Compensation for retirement benefits calculations under the Retirement Plan is defined as the base rate of pay and is based on the final average pay for the highest five consecutive years out of the ten years preceding retirement. Compensation consisting of bonuses and variable compensation is taken into account under the Supplemental Plan. The 1996 base pay plus bonuses and variable compensation are substantially the same as the amounts shown under the "Salary and Bonus" columns of the Summary Compensation Table. No more than an inflation adjusted $150,000 limit is taken into consideration under the Retirement Plan. Compensation in excess of an inflation adjusted $150,000 limit is taken into account under the Supplemental Plan. COMPENSATION OF DIRECTORS Non-employee directors of the Company receive a single annual retainer of $10,000 and a fee of $1,000 per meeting attended (including committee meetings). Pursuant to a Deferred Compensation Plan, directors may annually defer from one-half to all of their compensation as directors until age 65 or until they cease to serve on the Board, whichever occurs last. The deferred funds bear interest until paid at an annually adjusted rate equal to 1% over the U.S. treasury bill rate. Directors who are also employees receive no additional compensation for service on the Board. The Fifth Third Bancorp 1990 Stock Option Plan provides for an automatic option grant of 1,500 shares (not subject to adjustment for stock splits, stock dividends and similar events) every other year. In 1997 each non-employee director will receive options for 1,500 shares. The exercise price is equal to 100% of market price on the date of grant. Options are not exercisable for a period of six months from the date of grant and currently expire on the earlier of ten years from the date of grant, three months from the time a director leaves office, or one year from the date of death of a director. REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE POLICY The Company's compensation package for its executive officers consists of three components: (1) base salary; (2) annual performance-based bonuses; and (3) annual stock option grants. The Compensation and Stock Option Committee is composed of four (4) directors who are not employees of the Company. This Committee is responsible for the approval and administration of the base salary level and annual bonus compensation programs as well as the stock option program for executive officers. In determining compensation levels, the Committee members consider salary and bonus levels which will attract and retain qualified executives when considered with the other components of the Company's compensation structure; specific annual performance criteria; and rewarding executive officers for continuous improvement in their respective areas which contribute to continual increases in stockholder value. The Company's philosophy for granting stock options is based on the principles of encouraging key employees to remain with the Company by providing them with a long-term interest in the Company's overall performance and incenting those executive officers to manage with a view toward maximizing long-term stockholder value. Internal Revenue Code Section 162(m) limits the Company's tax deduction for certain compensation paid to named executives to $1 million in any one tax year. The Committee has reviewed this legislation and deferred any action to exempt compensation paid under existing executive plans. The Committee retains the discretion to recommend to shareholders the approval of plans which would meet both the criteria for deductibility under Section 162(m) and the strategic goals of the Company. Any non-deductible amounts paid under existing executive plans are not expected to be significant. BASE SALARY Executive officers' salaries are determined by evaluating the responsibilities of their positions and by comparing salaries paid in the marketplace for executives with similar experience and responsibilities. A comparison group of bank holding companies was established based on one or more common traits with the Company, such as market capitalization, asset size, geographic location, similar lines of business and financial returns on assets and equity. There are currently fifteen companies in this comparison group which is subject to change as the Company or its competitors change their focus, merge with other institutions or are acquired. Individual salary increases are -9- 12 reviewed annually and are based on the executive officer's performance and the Company's overall earnings during the preceding year, and are generally in the middle range of the salaries paid by the comparison group. ANNUAL BONUSES Executive officers are also eligible to earn annual bonuses. The Committee establishes a target bonus matrix comprised of incrementally increasing amounts of earnings which, if attained, make available an incentive pool for bonus payments. At the end of 1995, the Company established its 1996 goals to accomplish its twenty-third consecutive year of increased earnings. The matrix was established by the Committee to reflect a bonus pool which increased if incrementally higher earnings resulted in 1996 as compared to 1995. In 1996, the target bonus could range up to 60% of base salary depending on the executive officer's position. However, if the Bancorp goals are not met, individual bonuses are reduced proportionately. No bonuses are paid unless earnings increase. In 1996, the Company's earnings increased ____% over 1995, thus the target earnings were exceeded. Annual performance goals are also established for each executive officer, including personal and departmental goals. The nature of these goals differs depending upon each officer's job responsibilities. Goals are both qualitative in nature, such as the development and retention of key personnel, quality of products and services and management effectiveness; and quantitative in nature, such as sales and revenue goals and cost containment. At the end of each year, the extent to which the Company's profit plan goals are actually attained is measured. If all goals are completely met, the executive officers receive a target bonus amount. To the extent goals are partially met, then only that portion as expressed in the bonus matrix is paid out. Although specific relative weights are not assigned to each performance factor, a greater emphasis is placed on increasing earnings. STOCK OPTION GRANTS Stock options to purchase Common Stock are granted annually to key personnel under the Company's Amended 1990 Stock Option Plan. Grants are made to executive officers at an option price of 100% of the market value on the date of the grant. The Company's philosophy in granting stock options is primarily to increase executive officer ownership in the Company as opposed to serving as a vehicle for additional compensation. Executive officers are incented to manage with a view toward maximizing long-term stockholder value. In determining the total number of options to be granted annually to all recipients, including the executive officers, the Committee considers the number of options already held by the executive officers, dilution, number of shares of Common Stock outstanding and the performance of the Company during the immediately preceding year. This year's grant to employees totalled 1,058,000 shares, or .999% of shares outstanding. The Committee sets guidelines for the number of shares available for the granting of stock options to each executive officer based on the total number of options available, an evaluation of competitive data for grants by the comparison group as discussed under the "Base Salary" section above, and the executive officer's salary and position. These stock option grants provide incentive for the creation of shareholder value since the full benefit of the grant to each executive officer can only be realized with an appreciation in the price of the Company's common shares. CHIEF EXECUTIVE OFFICER'S COMPENSATION AND STOCK OPTION GRANTS The Committee considered the following factors in determining the base salary for 1996 for Mr. George A. Schaefer, Jr., President and Chief Executive Officer of the Company: the Company's success in attaining its profit plan for 1995 as discussed below and the comparative data for comparable bank holding companies. Based on these factors, the Committee established Mr. Schaefer's base salary effective November ___, 1995 at $______ , which is a _____% increase from his 1995 salary level of $680,000. This placed Mr. Schaefer's base salary at or near the middle of the peer group. For 1996, Mr. Schaefer was eligible to earn a cash bonus ranging up to 80% of his base salary based on specific measurable and subjective performance goals. The measurable performance goal set for Mr. Schaefer was the attainment of the Company's profit plan. The Committee also considered the subjective assessment of his ability to identify and develop key personnel as well as expressing the leadership and vision to continue the long-term growth of the Company. While the Committee did not assign specific relative weights to those goals, the level of annual bonus is more heavily dependent upon the attainment of the profit plan. The Company's profit plan was established to accomplish the twenty-third consecutive year of increased earnings. For 1996, the Company's earnings increased _____% over 1995. Based on these factors, the Committee determined that Mr. Schaefer earned a bonus of $________ , which represented _____% of his base salary for fiscal year 1996. -10- 13 On July 18, 1996, Mr. Schaefer was granted an option to purchase 65,000 shares of Common Stock of the Company. That grant was made in accordance with the guidelines of the Committee referenced above, including specifically the Company's increase in its year-to-date earnings for the 1996 fiscal year and comparison of Mr. Schaefer's overall compensation package with similar positions within the peer group as discussed above. Gerald V. Dirvin John D. Geary Joseph H. Head, Jr. John J. Schiff, Jr. COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Compensation and Stock Option Committee members are Gerald V. Dirvin, John D. Geary, Joseph H. Head, Jr. and John J. Schiff, Jr. In December, 1996, Mr. Schiff retired as Chairman of John J. & Thomas R. Schiff & Company, Inc., an insurance agency through which the Company acquires certain insurance coverages. During 1996, insurance premiums, amounting to $1,643,015, at competitive rates, for various coverages were paid to the John J. & Thomas R. Schiff & Company, Inc., insurance agency. AUDITORS The Board of Directors proposes and recommends that the Stockholders approve the selection by the Board of the firm of Deloitte & Touche LLP to serve as independent auditors for the Company for the year 1997. The firm has served as independent auditors for The Fifth Third Bank since 1970 and the Company since 1975. Representatives of Deloitte & Touche LLP will be present at the Stockholders' Meeting to make such comments as they desire and to respond to questions from Stockholders of the Company. Action by the Stockholders is not required by law in the appointment of independent auditors, but their appointment is submitted by the Board of Directors in order to give the Stockholders the final choice in the designation of auditors. If the resolution approving Deloitte & Touche LLP as the Company's independent auditors is rejected by the Stockholders then the Board of Directors will reconsider its choice of independent auditors. Proxies in the form solicited hereby which are returned to the Company will be voted in favor of the resolution unless otherwise instructed by the shareholders. Abstentions will have the same effect as votes cast against the resolution, provided such shares are properly present at the meeting in person or by proxy, and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will have no effect on the outcome. The Board of Directors recommends the adoption of the resolution. CERTAIN TRANSACTIONS Fifth Third Bancorp has engaged and intends to continue to engage in the lending of money through its subsidiary, The Fifth Third Bank, to various of its Directors and corporations or other entities in which they may own a controlling interest. The loans to such persons (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) did not involve more than a normal risk of collectibility or did not present other unfavorable features. During 1996 insurance premiums, amounting to $1,643,015, at competitive rates, for various coverages for the Company were paid to the John J. & Thomas R. Schiff & Company, Inc., of which Mr. Schiff was Chairman until he retired in December, 1996. -11- 14 FINANCIAL PERFORMANCE TOTAL RETURN ANALYSIS The graphs below summarizes the cumulative return experienced by the Company's shareholders over the years 1991 through 1996, and 1986 through 1996, respectively, compared to the S&P 500 Stock Index, the S&P Major Regional Banks and the NASDAQ Banks. FIFTH THIRD BANCORP VS. MARKET INDICIES ------------------------------------------------------------------ 5 YEAR GRAPH
1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ---- FIFTH THIRD (FITB) 100 121 118 112 176 231 S&P MAJOR REGIONAL BANKS (SPRBNK) 100 127 135 127 200 274 S&P 500 (SPX) 100 108 118 120 165 203 NASDAQ BANKS* (CBNK) 100 152 197 199 288 363
FIFTH THIRD BANCORP VS. MARKET INDICIES ------------------------------------------------------------------ 10 YEAR GRAPH
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- FIFTH THIRD (FITB) 100 117 158 193 183 386 468 457 434 679 890 S&P MAJOR REGIONAL BANKS* (SPRBNK)(1) 100 117 79 136 167 172 157 238 315 S&P 500 (SPX) 100 105 123 161 156 204 219 241 244 336 413 NASDAQ BANKS* (CBNK) 100 95 106 95 62 85 129 167 169 245 309 - -------------- * computed on price only (1) no index established prior to 3/31/88.
-12- 15 PROPOSAL TO AMEND THE AMENDED 1990 STOCK OPTION PLAN The Board of Directors of the Company, at its meeting on December 17, 1996, approved an amendment to the Fifth Third Bancorp Amended 1990 Stock Option Plan (the "1990 Plan"), which was originally approved by the Stockholders at the 1990 annual meeting, and was amended by the Stockholders at the 1992 annual meeting, 1993 annual meeting, the 1995 annual meeting, and the 1996 annual meeting. The 1990 Plan permits the granting of options to key managerial personnel of the Company and its subsidiaries. As originally adopted, the 1990 Plan also provides that each non-employee Director shall be granted a non-qualified option on the date such person becomes a Director of the Company to purchase 1,500 shares of the Company's Common Stock at an option price equivalent to 100% of the fair market value of the Company's Common Stock on the effective date of the grant of such options. The 1990 Plan as amended March 17, 1992 grants every other year commencing in 1993 to each then current non-employee Director a non-qualified option to purchase 1,500 shares of the Common Stock of the Company and as amended March 16, 1993, and as amended March 21, 1995, increased the aggregate number of shares of Common Stock which may be issued under the 1990 Plan by 1 million shares. The 1990 Plan, as amended March 19, 1996, provided for various changes to the expiration and vesting sections. Under the 1990 Plan, all options are nontransferable, expire not more than 10 years from the date of grant, except in the case of death or permanent disability, when they expire one year following date of death or permanent disability and can be exercised by the deceased's estate. The purpose of amending the 1990 Plan is to provide additional shares for stock options to be granted. The Plan will remain in effect until terminated by the Board of Directors as originally adopted. The purpose and intent of the Plan is to provide key employees and directors of the Company and its subsidiaries with an incentive to increase their efforts promoting the success and progress of the Company and the value of the investment of its Stockholders to enable the Company to continue to attract and retain competent managerial personnel to fulfill positions of responsibility in all areas of the Company. The Board believes that the Plan accomplishes these results. Incentive options first exercisable by an employee in any one year under the Plan (and all other Plans of the Company) may not exceed $100,000 in value (determined at the time of grant). In addition, an incentive option granted to any person who owns 10% or more of the shares of voting stock of the Company must have an option price of not less than 110% of the fair market value of the shares at the time of grant and the option must expire not more than five (5) years after its grant. Originally, the 1990 Plan provided for 800,000 shares of the Company's Common Stock in the aggregate, which was amended to 1,200,000 shares as a result of a 3 for 2 stock split in the form of a stock dividend in paid April 15, 1992. The March 10, 1993 amendment to the 1990 Plan, provided an additional 1,000,000 shares of the Company's Common Stock in the aggregate, available under the 1990 Plan. The March 21, 1995 amendment to the 1990 Plan provided an additional 1,000,000 shares of the Company's Common Stock in the aggregate available under the 1990 Plan and which was amended to 4,800,000 shares as a result of a 3 for 2 stock split in the form of a stock dividend paid January 12, 1996. At December 31, 1996, there were ___________shares available under the Plan as it now exists. With the proposed amendment to the 1990 Plan, there will be an additional 2,500,000 shares of the Company's Common Stock in the aggregate available to key employees of the Company and its subsidiaries. The Amendment will not result in any new Plan benefits to the Company's Directors, Executive Officers or other employees. The proposal to approve and adopt the proposed amendment to the 1990 Plan is contained in the resolution attached to this Proxy Statement as Annex 1, and will be submitted to the Stockholders for adoption at the Annual Meeting. The affirmative vote of the holders of a majority of the Company's Common Stock present in person or by proxy at the Annual Meeting and entitled to vote is required to adopt the resolution. Proxies will be voted in favor of the resolution unless otherwise instructed by the Stockholders. Abstentions and shares not voted by brokers and other entities holding shares on behalf of the beneficial owners will have the same effect as votes cast against the Amendment. The Board of Directors recommends a vote for adoption of the amendment to the 1990 Plan. 1998 STOCKHOLDER PROPOSALS In order for Stockholder proposals for the 1998 Annual Meeting of Stockholders to be eligible for inclusion in the Company's Proxy Statement, they must be received by the Company at its principal office in Cincinnati, Ohio, prior to October 15, 1997. -13- 16 OTHER BUSINESS The Board of Directors does not know of any other business to be presented to the Meeting and does not intend to bring other matters before the Meeting. However, if any other matters properly come before the Meeting, it is intended that the persons named in the accompanying Proxy will vote thereon according to their best judgment and interest of the Company. By order of the Board of Directors MICHAEL K. KEATING Secretary - -------------------------------------------- -14- 17 New or amended language is indicated by underlining PROPOSED AMENDMENT TO THE ANNEX 1 AMENDED 1990 STOCK OPTION PLAN RESOLVED, that the Fifth Third Bancorp Amended 1990 Stock Option Plan Paragraph 4(b), is hereby amended to read as follows: (b) The aggregate number of shares of Common Stock which may be issued under this Plan shall not exceed 7,300,000 shares, subject, however, to the adjustment provided in paragraph 10 in the event of stock splits, stock dividends, exchanges of shares or the like occurring after the Effective Date. No stock option may be granted under this Plan which could cause such maximum limit to be exceeded. -15- 18 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. 5/3 PROXY The undersigned hereby appoints Joseph H. Head, Jr., James D. Kiggen and Dennis J. Sullivan and Fifth Third Bancorp each of them, with FULL power of substitution, as 38 FOUNTAIN SQUARE PLAZA proxies to vote, as designated below, FOR and in CINCINNATI, OH 45263 the name of the undersigned all shares of stock of FIFTH THIRD BANCORP which the undersigned is entitled to vote at the Annual Meeting of the Stockholders of said COMPANY scheduled to be held March 18, 1997 at the offices of said Company, William S. Rowe Building, Cincinnati, Ohio, or at any adjournment thereof. The Board of Directors recommends a FOR vote on the election of Directors and on the proposals. Please mark an X in one box under each item. 1. ELECTION of seven (7) Class II Directors [ ] FOR all nominees listed below. [ ] WITHHOLD AUTHORITY to vote for all nominees listed below. CLASS II--John F. Barrett, Richard T. Farmer, Robert B. Morgan, Brian H. Rowe, George A. Schaefer, Jr., John J. Schiff, Jr., Dudley S. Taft INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominees name in the space below. 2. PROPOSAL to adopt an amendment to the Amended 1990 Stock Option Plan which provides that the aggregate number of shares of Common Stock which may be issued under the Plan shall be increased by 2.5 million shares. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. PROPOSAL to approve an appointment of DELOITTE & TOUCHE LLP as independent auditors of the Company. [ ] FOR [ ] AGAINST [ ] ABSTAIN (Logo) Fifth Third Bancorp Corporate Trust Services 15th Floor 38 Fountain Square Plaza Cincinnati, OH 45263 .................. ..........detach here................................ In their discretion, the PROXIES are authorized to vote upon such other business as may properly come before the meeting. This PROXY when executed will be voted in the manner directed hereby the undersigned STOCKHOLDER(S).If no direction is made, this PROXY will be voted FOR Proposals 1, 2 and 3. ALL FORMER PROXIES ARE HEREBY REVOKED. NUMBER OF SHARES DATED: , 1997 -------------------- 19 --------------------------------- (Signature of Stockholder) --------------------------------- (Signature of Stockholder) (Please sign exactly as your name or names appear opposite. All joint owners should sign. When signing in a fiduciary capacity or as a corporate officer, please give your full title as such.) -----END PRIVACY-ENHANCED MESSAGE-----