-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jh4doDrInrYGYxBICzPaL2q7oAmu1BhC/vRBuJVCbmeX5PiSXam3vNM9gNeyZ+hE 7c80ZJrSsX+y9yLIupoZPQ== 0000950131-94-001161.txt : 19940708 0000950131-94-001161.hdr.sgml : 19940708 ACCESSION NUMBER: 0000950131-94-001161 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940707 EFFECTIVENESS DATE: 19940707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CHICAGO CORP CENTRAL INDEX KEY: 0000036161 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 362669970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-52259 FILM NUMBER: 94538143 BUSINESS ADDRESS: STREET 1: ONE FIRST NATL PLZ MAIL STE 0287 CITY: CHICAGO STATE: IL ZIP: 60670 BUSINESS PHONE: 3127324000 S-8 POS 1 POST EFF AMEND TO S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1994 REGISTRATION NO. 33-52259 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________ FIRST CHICAGO CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 33-2669970 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) ONE FIRST NATIONAL PLAZA 60670 CHICAGO, ILLINOIS (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) LAKE SHORE BANCORP., INC. STOCK INCENTIVE PLAN (FULL TITLE OF THE PLAN) MR. ROBERT A. ROSHOLT CHIEF FINANCIAL OFFICER FIRST CHICAGO CORPORATION ONE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60670 (NAME AND ADDRESS OF AGENT FOR SERVICE) (312) 732-3209 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: LAURENCE GOLDMAN, ESQ. FIRST CHICAGO CORPORATION ONE FIRST NATIONAL PLAZA CHICAGO,ILLINOIS 60670-0292 ________________________________________________________________________________ Amending the Prospectus EXPLANATORY NOTE This Post-Effective Amendment No. 1 on Form S-8 amends Registration Statement No. 33-52259 which was previously filed on Form S-4 (the "Original Registration Statement") in connection with the merger (the "Merger") of Lake Shore Bancorp., Inc. ("Lake Shore") into First Chicago Corporation ("First Chicago"). The Original Registration Statement as amended by this Post- Effective Amendment No. 1 is referred to herein as the "Registration Statement". In connection with the filing of the Original Registration Statement, 8,732,600 shares of First Chicago Common Stock, $5.00 par value per share (the "First Chicago Common Stock"), along with an equal number of Preferred Share Purchase Rights of First Chicago which are attached to and trade with the First Chicago Common Stock, were registered with the Securities and Exchange Commission and the applicable filing fee was paid. The number of shares so registered pursuant to the Original Registration Statement were those shares which are expected to be distributed to the holders of Lake Shore common stock in connection with the Merger and those shares which are necessary to be distributed to former Lake Shore employees in connection with certain employee stock options outstanding at the time of the Merger under the Lake Shore Bancorp., Inc. Stock Incentive Plan (the "Plan"). Pursuant to the terms of the Merger, all outstanding employee stock options of Lake Shore under the Plan are to be converted into stock options exerciseable for First Chicago Common Stock after the effective time of the Merger based on a formula which will be described in the offering material sent to holders of Lake Shore stock options. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by First Chicago Corporation ("First Chicago") with the Securities and Exchange Commission are incorporated by reference in the Registration Statement: (a) First Chicago's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-6052); (b) First Chicago's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (File No. 1-6052); (c) First Chicago's Current Reports on Form 8-K dated January 17, 1994, February 9, 1994, February 11, 1994, April 8, 1994, April 13, 1994 and May 16, 1994 (File No. 1-6052); (d) Item 14 of pages 26 and 27 of First Chicago's Form 10 Registration Statement (File No. 1-6052) describing First Chicago's Common Stock; and (e) First Chicago's Registration Statement on Form 8-A dated November 25, 1988, describing the Preferred Share Purchase Rights declared by First Chicago on November 18, 1988, as amended by Amendment No. 1 on Form 8 dated July 16, 1990. All documents filed by First Chicago pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference into 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 the Prospectus 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 the Prospectus. Item 4. Description of Securities This item is inapplicable as the securities to be offered are registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel The validity of the shares of Common Stock of the Company offered hereby has been passed upon for First Chicago by Sherman I. Goldberg, Executive Vice President, Secretary and General Counsel of First Chicago. As of April 30, 1994, Sherman I. Goldberg was the beneficial owner of 64,757 shares of First Chicago Common Stock and held options to purchase 120,410 shares of First Chicago Common Stock. The financial statements incorporated by reference in the Annual Report on Form 10-K of First Chicago for the year ended December 31, 1993, have been audited by Arthur Andersen & Co., independent public accountants, as indicated in their report with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. Item 6. Indemnification of Directors and Officers The General Corporation Law of Delaware empowers a corporation to indemnify its directors, employees and agents against certain expenses, judgments, fines and amounts incurred in connection with such person's employment by the corporation. First Chicago's Restated Certificate of Incorporation provides for indemnification of directors and officers to the full extent permitted or allowed under Delaware law, and First Chicago insures its directors and officers against certain liabilities that may be incurred by them. Section 145 of the General Corporation Law of Delaware contains detailed provisions on indemnification of directors and officers of a Delaware corporation against expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with litigation. Article Ninth of First Chicago's Restated Certificate of Incorporation, as amended, provides for indemnification of directors and officers to the full extent permitted or allowed by the laws of the State of Delaware, as such laws exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits First Chicago to provide broader indemnification rights than said law permitted First Chicago to provide prior to such amendment), whether or not specifically required, permitted or allowed by said Section 145. First Chicago also insures its officers and directors to the full extent permitted by said Section 145. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling First Chicago pursuant to the foregoing provisions, First Chicago has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. Item 7. Exemption from Registration Claimed. This item is inapplicable. Item 8. Exhibits. This Registration Statement includes the following Exhibits: Exhibit Number Description of Exhibits ------ ----------------------- 4(A). Restated Certificate of Incorporation, as amended [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993] 4(B). Certificate of Stock Designation relating to the Series A Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(C). Certificate of Stock Designation relating to the Series B Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(D). Certificate of Stock Designation, as amended by a Certificate of Correction, relating to the Series C Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(E). Certificate of Stock Designation, as amended by a Certificate of Increase to Certificate of Amendment, relating to the Series A Convertible Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(F). Certificate of Stock Designation relating to the Junior Preferred Shares [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(G). Certificate of Stock Designation relating to the Series D Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(H). Certificate of Stock Designation relating to the Series E Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(I). Certificate of Stock Designation relating to the Series B Convertible Preferred Stock [incorporated by reference to Exhibit 4(i) to the Registrant's Current Report on Form 8-K dated March 5, 1993] 4(J). By-laws of Registrant, as amended [incorporated by reference to Exhibit 4(B) to Registrant's Form S-3 Registrant Statement (File No. 33-37717)] 4(K). Rights Agreement dated as of November 18, 1988, relating to Registrant's Preferred Share Purchase Rights [incorporated by reference to Exhibit 1 to Registrant's Current Report on Form 8-K dated November 25, 1988, File No. 1-6052] 4(L). Amendment to Rights Agreement dated as of July 13, 1990 [incorporated by reference to Exhibit 1 to Registrant's Current Report on Form 8-K dated July 16, 1990, File No. 1-6052] 4(M). Form of First Chicago Common Stock Certificate [incorporated by reference to Exhibit 4(a) to Registrant's Registration Statement on Form S-3 (File No. 2-88937)] 5. Opinion re: legality (including Consent of Counsel for First Chicago) 23(A). Consent of Arthur Andersen & Co. 23(C). Consent of Counsel for First Chicago (included in Exhibit 5) 24. Power of Attorney* 99. Lake Shore Bancorp., Inc. Stock Incentive Plan _________________ *Previously filed. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (l) 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; and (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 paragraphs (l)(i) and (l)(ii) do not apply if the Registration Statement is on Form S-8, and 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 Securities 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 deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to Registrant's indemnification provisions, or otherwise, 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 payment by 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, 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 the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, First Chicago certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 7th day of July, 1994. FIRST CHICAGO CORPORATION By: /s/ Robert A. Rosholt ----------------------------------- Robert A. Rosholt Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacity and on the date indicated. Signature Title Date --------- ----- ----
JOHN H. BRYAN* Director July 7, 1994 - --------------------------- (John H. Bryan) DEAN L. BUNTROCK* Director July 7, 1994 - --------------------------- (Dean L. Buntrock) JAMES S. CROWN* Director July 7, 1994 - --------------------------- (James S. Crown) DONALD V. FITES* Director July 7, 1994 - --------------------------- (Donald V. Fites) Director July 7, 1994 - --------------------------- (Donald P. Jacobs) ANDREW J. MCKENNA* Director July 7, 1994 - --------------------------- (Andrew J. McKenna) RICHARD M. MORROW* Director July 7, 1994 - --------------------------- (Richard M. Morrow) LEO F. MULLIN* Director July 7, 1994 - --------------------------- (Leo F. Mullin) EARL L. NEAL* Director July 7, 1994 - --------------------------- (Earl L. Neal) JAMES J. O'CONNOR* Director July 7, 1994 - --------------------------- (James J. O'Connor) JERRY K. PEARLMAN* Director July 7, 1994 - --------------------------- (Jerry K. Pearlman)
JACK F. REICHERT* - --------------------------- Director July 7, 1994 (Jack F. Reichert) PATRICK G. RYAN* Director July 7, 1994 - --------------------------- (Patrick G. Ryan) ADELE SIMMONS* Director July 7, 1994 - --------------------------- (Adele Simmons) ROGER W. STONE* Director July 7, 1994 - --------------------------- (Roger W. Stone) RICHARD L. THOMAS* Director and Principal July 7, 1994 - --------------------------- (Richard L. Thomas) Executive Officer DAVID J. VITALE* Director July 7, 1994 - --------------------------- (David J. Vitale) WILLIAM J. ROBERTS* Principal Accounting Officer July 7, 1994 - --------------------------- (William J. Roberts) ROBERT A. ROSHOLT* Principal Financial Officer July 7, 1994 - --------------------------- (Robert A. Rosholt)
____________ * The undersigned, by signing his name hereto, does hereby sign this Post- Effective Amendment No. 1 to the Registration Statement on behalf of each of the above-indicated directors and officers of the Registrant pursuant to power of attorney signed by such directors and officers. /s/ Robert A. Rosholt -------------------------------- Robert A. Rosholt Attorney-in-Fact Sequentially Exhibit Numbered Number Exhibits Page 4(A). Restated Certificate of Incorporation, as amended [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993] 4(B). Certificate of Stock Designation relating to the Series A Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(C). Certificate of Stock Designation relating to the Series B Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(D). Certificate of Stock Designation, as amended by a Certificate of Correction, relating to the Series C Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(E). Certificate of Stock Designation, as amended by a Certificate of Increase to Certificate of Amendment, relating to the Series A Convertible Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(F). Certificate of Stock Designation relating to the Junior Preferred Shares [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(G). Certificate of Stock Designation relating to the Series D Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(H). Certificate of Stock Designation relating to the Series E Preferred Stock [incorporated by reference to Exhibit 3(A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992, as amended by the Registrant's Form 8 dated March 12, 1993] 4(I). Certificate of Stock Designation relating to the Series B Convertible Preferred Stock [incorporated by reference to Exhibit 4(i) to the Registrant's Current Report on Form 8-K dated March 5, 1993] 4(J). By-laws of Registrant, as amended [incorporated by reference to Exhibit 4(B) to Registrant's Form S-3 Registrant Statement (File No. 33-37717)] 4(K). Rights Agreement dated as of November 18, 1988, relating to Registrant's Preferred Share Purchase Rights [incorporated by reference to Exhibit 1 to Registrant's Current Report on Form 8-K dated November 25, 1988, File No. 1-6052] 4(L). Amendment to Rights Agreement dated as of July 13, 1990 [incorporated by reference to Exhibit 1 to Registrant's Current Report on Form 8-K dated July 16, 1990, File No. 1-6052] 4(M). Form of First Chicago Common Stock Certificate [incorporated by reference to Exhibit 4(a) to Registrant's Registration Statement on Form S-3 (File No. 2-88937)] 5. Opinion re: legality (including Consent of Counsel for First Chicago) 23(A). Consent of Arthur Andersen & Co. 23(C). Consent of Counsel for First Chicago (Included in Exhibit 5) 24. Power of Attorney 99. Lake Shore Bancorp., Inc.. Stock Incentive Plan EX-23.A 2 CONSENT OF ART ANDERSEN CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To First Chicago Corporation: As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 13, 1994, incorporated by reference in First Chicago Corporation's Form 10-K for the year ended December 31, 1993, and to the reference to our Firm under the caption "Interest of Named Experts and Counsel" in this Registration Statement. ARTHUR ANDERSEN & CO. Chicago, Illinois, July 6, 1994. EX-23.C 3 CONSENT OF FIRST CHICAGO Exhibits 5 and 23(C) July 7, 1994 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: First Chicago Corporation Post-Effective Amendment No. 1 to Form S-8 Registration Statement Lake Shore Bancorp., Inc. Stock Incentive Plan ---------------------------------------------- Ladies and Gentlemen: I am Executive Vice President, General Counsel and Secretary of First Chicago Corporation, a Delaware corporation (the "Company"), and in such capacity, I am, or members of my staff subject to my supervision are, familiar with (i) the Restated Certificate of Incorporation and By-Laws of the Company; (ii) the Amended and Restated Agreement and Plan of Merger (the "Agreement") between Lake Shore Bancorp., Inc. ("Lake Shore"), the Company and First Chicago Acquisition Corporation V, pursuant to which Lake Shore will be merged into the Company; (iii) the Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 relating to the Lake Shore Bancorp., Inc. Stock Incentive Plan (the "Plan") concurrently being filed with the Securities and Exchange Commission (the "Registration Statement") pursuant to which the Company's common stock, $5 par value per share (the "Common Stock"), and its preferred share purchase rights (the "Rights") which are currently attached to, and trade with, the Common Stock, will be issued upon the exercise of options previously granted under the Plan; and (iv) such other documents, proceedings and matters as I deem necessary in order to enable me to render the opinion hereinafter expressed. On the basis of the foregoing, it is my opinion that the shares of Common Stock (and the Rights attached thereto) offered as set forth in the Registration Statement, when issued in accordance with their respective terms and the terms of the Agreement and the Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name whenever it appears in such Registration Statement, including the Prospectus constituting a part thereof, as originally filed or as subsequently amended. Very truly yours, /s/ Sherman I. Goldberg ------------------------------- Sherman I. Goldberg EX-99 4 STOCK INCENTIVE PLAN EXHIBIT 99. LAKE SHORE BANCORP., INC. STOCK INCENTIVE PLAN The purpose of the Lake Shore Bancorp., Inc. Stock Incentive Plan (the "Plan") is to enable Lake Shore Bancorp., Inc. (the "Company") to offer long-term incentive opportunities to key executive employees, thereby assisting the Company and its subsidiaries (the "Subsidiaries") in retaining and attracting the caliber of executive talent needed to manage and conduct their affairs. The terms and provisions of the Plan are as follows: 1. Administration. (a) The Plan shall be administered by the Compensation and Organization Committee (the "Committee") of the Company's Board of Directors (the "Board"), which Committee shall consist of not less than three directors. No director may be a member of the Committee who is eligible to participate in, or within twelve months prior to this appointment to the Committee was eligible to participate in, this Plan or any other discretionary stock incentive or option plan of the Company or any of its Subsidiaries. (b) The Committee may from time to time establish, amend or rescind such rules and regulations with respect to the Plan as it deems appropriate. All questions arising under the Plan shall be decided by the Committee and its determination shall be conclusive. 2. Common Stock. The total number of shares of the Company's common stock, no par value ("Common Stock"), which may be issued under the exercise of options or pursuant to restricted stock awards granted under the Plan shall not exceed 360,000, which number shall be subject to adjustment under Sections 7 and 10. Shares shall be made available for purposes of the Plan from authorized but unissued, or reacquired, shares of Common Stock. Except as otherwise provided in Section 5, shares either released from option or forfeited under restricted stock awards may again be made the subject of an option or award granted under the Plan. 3. Stock Options. (a) Key executive employees, including officers (whether or not directors), of the Company or any of its Subsidiaries, but not including any member of the Committee, shall be eligible to be granted options under the Plan. Options may be incentive stock options under Section 422A of the Internal Revenue Code of 1986, non-qualified stock options or a combination of both. The Committee shall determine the key executive employees to whom options under the Plan are to be granted and the type of, and the number of shares of Common Stock to be covered by, each such options. The Committee may also grant replacement options in substitution for surrendered options. (b) The option price per share under each option shall be fixed by the Committee at the fair market value of a share of Common Stock on the date of grant. For all purposes of the Plan, and unless otherwise determined by the Committee, the fair market value of a share of Common Stock shall mean the closing price of the Common Stock on the NASDAQ on the last trading date for the stock immediately prior to the date of reference, as reported in the Midwest Edition of The Wall Street Journal. (c) Each option shall be nonassignable and nontransferable other than by will or the laws of descent and distribution and, during the lifetime of the optionee named therein, may be exercised only by him. (d) An option shall not be exercisable during the first six months after the date of its grant and shall expire and terminate not later than one hundred and twenty months after such date. The aggregate fair market value (determined at the time an option is granted) of the Common Stock with respect to which incentive stock options under the Plan (or any other stock option plan of the Company or any of the Subsidiaries) are exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. (e) In the event of the death of an optionee with an outstanding option, his option rights may, subject to the expiration date of the option, be exercised during the twelve-month period following the date of his death by his successor for that number of shares covered by his option and not theretofore purchased by him which such deceased optionee was entitled under the terms of his option to purchase immediately prior to his death. (f) Each option shall be evidenced by an option certificate issued by the Company. Subject to the specific provisions of the Plan, each option shall be exercisable in such manner (including installments), at such time or times and subject to such conditions or limitations as shall be determined by the Committee, in its sole discretion, at the time such option is granted. (g) Each option shall be subject to the requirement that if at any time the Board shall determine that the listing or registration of the shares covered thereby upon any securities exchange or under any applicable law is necessary or desirable, such option shall not be exercisable unless such listing or registration shall have been effected. (h) At the time of exercise of an option, the Company may cause to be placed on the stock certificate or certificates issuable upon such exercise such legend as it deems necessary or appropriate to comply with the Securities Act of 1933 or any applicable law. (i) Common Stock purchased upon exercise of any option shall be paid for, at the time of exercise, in cash or by check, or may, at the discretion of the Committee, be paid for through the delivery of shares of Common Stock or by any other means which the Committee deems appropriate and consistent with the Plan's purpose. As a condition to the exercise of a non-qualified option, the optionee or his successor in interest must make arrangements with the Company to provide sufficient funds to satisfy any withholding tax requirements with respect to such exercise. An optionee or his successor in interest shall have no rights as a shareholder with respect to any shares covered by his option until he shall have become the holder of such shares. 4. Additive Stock Appreciation Rights. Any option granted under the Plan may, at the discretion of the Committee, include stock appreciation rights exercisable in combination with the option. These rights may be extended either at the time of grant of the option or at any time thereafter during its term. An optionee who holds an option with such appreciation rights shall be entitled to receive from the Company, at the date his option is exercised in whole or in part, a cash payment (less applicable withholding taxes) equal to a percentage, not to exceed 100% of the product of (i) the excess of the fair market value of one share of Common Stock on the date of exercise over the per share option price, multiplied by (ii) the number of shares purchased upon such exercise, provided such exercise occurs during the period from the 3rd through 12th business day following the release of the Company's most recent quarterly financial statements and such appreciation rights have been outstanding for at least six months. 5. Alternate Stock Appreciation Rights. Any option granted under the Plan may, at the discretion of the Committee, include the right to surrender the exercisable portion of the option in whole or in part, and receive from the Company in exchange, without any payment of cash (except for applicable withholding taxes), that number of shares having an aggregate market value equal to the product of (i) the excess of the market value of one share on the date of surrender over the option price per share, and (ii) the number of shares subject to the option, or portion thereof, which is so surrendered. These rights may be extended either at the time of grant of the option or at any time thereafter during its term, but such rights shall not be exercisable until they have been outstanding for at least six months. The Company shall be entitled, at its discretion, to settle all or part of its obligation arising out of any exercise of such rights by the payment of cash equal to the aggregate market value of the shares it would otherwise be obligated to deliver. The number of shares of Common Stock reserved for issuance under the Plan shall be reduced by the number of shares covered by an option or portion thereof which is so surrendered. 6. Restricted Stock. (a) Senior executive officers (whether or not directors) of the Company or any of its Subsidiaries, but not including any member of the Committee, shall be eligible to be granted restricted stock awards under the Plan. The Committee shall determine the senior executive officers to whom restricted stock awards under the Plan are to be granted and the number of shares to be covered by each such award. A restricted stock award shall consist of shares of Common Stock which are subject to forfeiture during a vesting period established by the Committee. -2- (b) The Committee shall establish a vesting period for each restricted stock award at the time the award is granted. Different vesting periods may be established, but no vesting period shall initially be set at less than six months. (c) Common stock subject to a restricted stock award shall be represented by a stock certificate or certificates registered in the name of the holder of the award or in the name of a nominee for the benefit of such holder. During the vesting period, the holder shall be entitled to vote the restricted shares and receive all dividends and other distributions paid thereon, but may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such shares or be entitled to delivery of any stock certificate. (d) Any share of Common Stock forfeited under a restricted stock award by reason of termination of the holder's employment or otherwise shall automatically be transferred to, and be reacquired by, the Company without any cost to it. (e) The Company shall retain custody of the restricted shares during the vesting period. As a condition to the delivery of any vested shares, the holder or his successor in interest must make arrangements with the Company to provide sufficient funds to satisfy any withholding tax requirements with respect to such shares. (f) Each restricted stock award shall be evidenced by an award certificate issued by the Company, which shall contain such terms and conditions as the Committee in each instance deems appropriate and not inconsistent with the specific provisions of the Plan. 7. Antidilution. In the event of any change in capitalization which affects the Common Stock, such as a stock dividend, a stock distribution, a stock split-up, a subdivision or combination of shares, such proportionate adjustments, if any, as the Committee in its discretion deems appropriate to reflect such change shall be made with respect to the options and awards outstanding under the Plan and the total number of shares of Common Stock which may be issued under the Plan; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated. 8. Change in Control. In the event of a "change in control" (as hereinafter defined): (a) each optionee with an outstanding option (i) shall have the right at any time thereafter to exercise the option in full notwithstanding any waiting period, installment period or other limitation or restriction in any option certificate or in the Plan, and (ii) shall have the right exercisable by written notice to the Company within 60 days after the change in control, to receive, in exchange for the surrender of the option or any portion thereof to the extent the option is then exercisable in accordance with clause (i), an amount of cash equal to the difference between the fair market value on the date of exercise of the Common Stock covered by the option or portion thereof which is so surrendered and the purchase price of such Common Stock under the option, together with a cash settlement of any additive stock appreciation rights associated with the surrendered shares, provided that the right described in this clause (ii) be exercisable only if a positive amount would be payable to the optionee pursuant to the formula specified in this clause (ii); and (b) each holder of a restricted stock award (i) shall have the right at any time thereafter to receive all Common Stock subject to the restricted stock award free of any restrictions or vesting requirements, and (ii) shall have the right, exercisable by written notice to the Company within 60 days after the change in control, to receive, in exchange for the surrender of the restricted stock an amount of cash equal to the fair market value on the date of exercise of Common Stock subject to the award. For the purposes of this Section 8, a "change in control" shall be deemed to occur when and if: (i) any "person" (as that term is issued in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) other than the Company or Lake Shore National Bank (the "Bank") becomes the beneficial owner, directly or indirectly, of securities of the Company or of the Bank representing more than 50% of the voting power of all of the then outstanding securities of the Company or of the bank, as the case may be; or -3- (ii) persons who, at the beginning of any twelve consecutive month period, constitute the Board of Directors of the Company or of the Bank cease, at the end of such period, to constitute at least a majority thereof, unless the nomination of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. 9. Miscellaneous Provisions. (a) An employee's rights and interests under the Plan may not be assigned or transferred except by will or by the laws of descent and distribution. (b) No employee or other person shall have any claim or right to be granted an option or award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving an employee any right to be retained in the employ of the Company or any of the Subsidiaries. (c) The Company and the Subsidiaries shall have the right to deduct from any payment or other distribution under this Plan, including the withholding of shares of Common Stock, an amount necessary to satisfy any withholding tax requirements with respect to such payment or distribution. 10. Amendment and Termination of Plan. The Committee may at any time and from time to time amend, suspend or terminate the Plan in whole or in part. No such amendment may, except as provided in Section 7, increase the total number of shares of Common Stock which may be issued under the Plan without the approve of the Board. Unless sooner terminated, this Plan will terminate on March 1, 1999, except with respect to any options or awards then outstanding. 11. Effective Date. This Plan shall be effective April 24, 1989. -4- -----END PRIVACY-ENHANCED MESSAGE-----