-----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, Q5PMJJkZZd/YKs7Ewpr8fHZYQEd9lg0PcXJhr4SlmTpozTHLok4t0jgy5p+wtr82 8N0EZvylY8AcOu8sPIsDyA== 0000898822-96-000181.txt : 19960522 0000898822-96-000181.hdr.sgml : 19960522 ACCESSION NUMBER: 0000898822-96-000181 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19960521 EFFECTIVENESS DATE: 19960521 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-63609 FILM NUMBER: 96570687 BUSINESS ADDRESS: STREET 1: P O BOX 524 STREET 2: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 As filed with the Securities and Exchange Commission on May 21, 1996 Registration No. 33-63609-01 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933* Mercantile Bancorporation Inc. (Exact Name of Registrant as Specified in Its Charter) Missouri 43-0951744 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) P.O. Box 524, St. Louis, Missouri 63166-0524 (Address of Principal Executive Offices) (Zip Code) Hawkeye Bancorporation 1995 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan Hawkeye Bancorporation 1994 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan Hawkeye Bancorporation 1993 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan Hawkeye Bancorporation 1992 Senior Management Compensatory Stock Option Plan Hawkeye Bancorporation Senior Management Compensatory Stock Option Plan (Full Title of the Plan) Jon W. Bilstrom, Esq. General Counsel and Secretary Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 (Name and Address of Agent For Service) (314) 425-2525 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed Amount of Securities to to be Maximum Offering Maximum Aggregate Registration Fee be Registered Registered(2) Price Per Share(2) Offering Price
Common Stock, 102,447 (3) (3) (3) $5.00 par value (1)
(1) Includes one attached Preferred Share Purchase Right per share. (2) Also includes an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plans. (3) Not applicable. All filing fees payable in connection with the registration of the issuance of these securities were paid in connection with the filing of the Registrant's Form S-4 Registration Statement (33-63609) on October 23, 1995. * Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the procedure described in Part II under "Introductory Statement." PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT INTRODUCTORY STATEMENT Mercantile Bancorporation Inc. (the "Company" or the "Registrant") hereby amends its Registration Statement on Form S-4 (Registration No. 33-63609) (the "Form S-4") by filing this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1") with respect to up to 102,447 shares of the Registrant's Common Stock, par value $5.00 per share ("Company Common Stock"), issuable in connection with the following plans of Hawkeye Bancorporation ("Hawkeye"): (a) Hawkeye Bancorporation 1995 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan; (b) Hawkeye Bancorporation 1994 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan; (c) Hawkeye Bancorporation 1993 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan; (d) Hawkeye Bancorporation 1992 Senior Management Compensatory Stock Option Plan; and (e) Hawkeye Bancorporation Senior Management Compensatory Stock Option Plan (collectively, the "Plans"). All such shares of Company Common Stock were previously included in the Form S-4. On January 2, 1996, Hawkeye, an Iowa corporation, was merged (the "Merger") with and into Mercantile Bancorporation Inc. of Iowa, an Iowa corporation ("Subcorp") and a wholly owned subsidiary of the Registrant, pursuant to an Agreement and Plan of Reorganization, dated August 4, 1995, by and between the Registrant and Hawkeye (the "Merger Agreement"). As a result of the Merger, each outstanding share of Hawkeye Common Stock, without par value ("Hawkeye Common Stock"), with certain specified exceptions, was converted into shares of Company Common Stock pursuant to the exchange ratio (the "Exchange Ratio") set forth in the Merger Agreement. Also as a result of the Merger, shares of Hawkeye Common Stock are no longer issuable upon the exercise of options to purchase Hawkeye Common Stock ("Hawkeye Options") pursuant to the Plans. Instead, participants in the Plans will receive in lieu of Hawkeye Common Stock that number of shares of Company Common Stock equal to the number of shares of Hawkeye Common Stock issuable immediately prior to the effective time of the Merger upon exercise of a Hawkeye Option multiplied by the Exchange Ratio, with an exercise price for such option equal to the exercise price which existed under the corresponding Hawkeye Option divided by the Exchange Ratio and rounded down to the nearest cent. The designation of Amendment No. 1 as Registration No. 33-63609-01 denotes that Amendment No. 1 relates only to the shares of Company Common Stock issuable pursuant to the Plans and that this is the first Post-Effective Amendment to the Form S-4 filed with respect to such shares. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (e) below are incorporated by reference in the registration statement. All documents filed by the Company 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 of the filing of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been sold, or that de- registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of the filing of such documents. (a) The Company's Annual Report on Form 10-K (Commission File No. 1-11792) for the year ended December 31, 1995; (b) The Company's Quarterly Report on Form 10-Q (Commission File No. 1-11792) for the quarter ended March 31, 1996; (c) The Company's Current Reports on Form 8-K (Commission File No. 1-11792), dated January 16 and March 11, 1996; (d) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A (Commission File No. 1-11792), dated March 5, 1993, and any amendment or report filed for the purpose of updating such description; and -2- (e) The description of the Company's Preferred Share Purchase Rights contained in the Company's Registration Statement on Form 8-A (Commission File No. 1-11792), dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. The legality of the shares of Company Common Stock offered hereby has been passed upon for the Company by Jon W. Bilstrom, General Counsel and Secretary of the Company, who, as of May 20, 1996, beneficially owned 28,015 shares of Company Common Stock and held options to acquire 51,749 additional shares of Company Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 351.355(1) and (2) of The General and Busi- ness Corporation Law of the State of Missouri provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the cor- poration, or is or was serving at the request of the corpora- tion as a director, officer, employee or agent of another cor- poration, partnership, joint venture, trust or other enter- prise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 331.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably, incurred in connection with such action, suit or proceeding. Section 351.355(7) provides that a corporation may provide additional -3- indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct or, as provided in Article 12 of the Restated Articles of Incorporation of the Registrant, which involved an accounting for profits pursuant to Section 16(b) of the Exchange Act. Article 12 of the Restated Articles of Incorporation of the Registrant provides that the Registrant shall extend to its directors and executive officers the indemnification speci- fied in subsections (1) and (2) and may also extend the additional indemnification authorized in subsection (7) and that it may extend to other officers, employees and agents such indemnification and additional indemnification. Pursuant to directors' and officers' lability in- surance policies, with total annual limits of $30,000,000, the Registrant's directors and officers are insured, subject to the limits, retention, exceptions and other terms and conditions of such policy, against liability for any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty by the directors or officers of the Regis- trant, individually or collectively, or any matter claimed against them solely by reason of their being directors or of- ficers of the Registrant. ITEM 8. EXHIBITS. Exhibit Number Description of Exhibit 4.1 Registrant's Restated Articles of Incorporation, as amended and currently in effect, filed as Exhibit 3(i) to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (Commission File No. 1-11792), are incorporated herein by reference. 4.2 Registrant's By-Laws, as amended and currently in effect, filed as Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (Commission File No. 1-11792), are incorporated herein by reference. -4- 4.3 Rights Agreement dated as of May 23, 1988 between Registrant and Mercantile Bank of St. Louis National Association, as Rights Agent (including as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and the form of Right Certificate), filed on May 24, 1988 as Exhibits 1 and 2 to Registrant's Registration Statement on Form 8-A (Commission File No. 1-11792), is incorporated herein by reference. 4.4 Form of Indenture Regarding Subordinated Securities between the Registrant and The First National Bank of Chicago, Trustee, filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated September 24, 1992 (Commission File No. 1-11792), is incorporated herein by reference. 5 Opinion of Jon W. Bilstrom as to legality of the shares of Company Common Stock being registered. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of KPMG Peat Marwick LLP. 23(c) Consent of Jon W. Bilstrom (included in Opinion filed as Exhibit 5 hereto). 24 Power of Attorney (included on the Signature Page of the Company's Registration Statement on Form S-4 (Registration No. 33-63609) and hereby incorporated herein by reference). 99(a) Hawkeye Bancorporation 1995 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan. 99(b) Hawkeye Bancorporation 1994 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan. 99(c) Hawkeye Bancorporation 1993 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan. -5- 99(d) Hawkeye Bancorporation 1992 Senior Management Compensatory Stock Option Plan. 99(e) Hawkeye Bancorporation Senior Management Compensatory Stock Option Plan. ITEM 9. UNDERTAKINGS. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (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 clauses (i) and (ii) do not apply if the information required to be included in a post- effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (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. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such -6- securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appro- priate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -7- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to the Registrant's Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 21st day of May, 1996. MERCANTILE BANCORPORATION INC. By: /s/ Thomas H. Jacobsen Name: Thomas H. Jacobsen Title: Chairman of the Board, President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the fol- lowing persons in the capacities indicated on the 21st day of May, 1996. Signature Title /s/ Thomas H. Jacobsen Chairman of the Board, Thomas H. Jacobsen President, Chief Executive Principal Executive Officer and Director Officer /s/ John Q. Arnold Senior Executive John Q. Arnold Vice President and Principal Financial Chief Financial Officer Officer /s/ Michael T. Normile Senior Vice President -- Michael T. Normile Finance and Control Principal Accounting Officer -8- Signature Title * Director Harry M. Cornell, Jr. * Director William A. Hall * Director Thomas A. Hays * Director Frank Lyon, Jr. Director Edward A. Mueller Director Robert W. Murray * Director Harvey Saligman * Director Craig D. Schnuck * Director Robert L. Stark * Director Patrick T. Stokes * Director John A. Wright *By: /s/ Thomas H. Jacobsen Attorney-in-Fact -9- EXHIBIT INDEX Exhibit Number Description Page 4.1 Registrant's Restated Articles of Incorporation, as amended and currently in effect, filed as Exhibit 3(i) to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (Commission File No. 1-11792), are incorporated herein by reference. 4.2 Registrant's By-Laws, as amended and currently in effect, filed as Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (Commission File No. 1-11792), are incorporated herein by reference. 4.3 Rights Agreement dated as of May 23, 1988 between Registrant and Mercantile Bank of St. Louis National Association, as Rights Agent (including as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Pre- ferred Stock and the form of Right Certifi- cate), filed on May 24, 1988 as Exhibits 1 and 2 to Registrant's Registration Statement on Form 8-A (Commission File No. 1-11792), is incorporated herein by reference. 4.4 Form of Indenture Regarding Subordinated Securities between the Registrant and The First National Bank of Chicago, Trustee, filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated September 24, 1992 (Commission File No. 1-11792), is incorporated herein by reference. 5 Opinion of Jon W. Bilstrom as to legality of the shares of the Company Common Stock being registered. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of KPMG Peat Marwick LLP. 23(c) Consent of Jon W. Bilstrom (included in Opinion filed as Exhibit 5 hereto). 24 Power of Attorney (included on the Signature Page of the Company's Registration Statement on Form S-4 (Registration No. 33-63609) and hereby incorporated herein by reference). 99(a) Hawkeye Bancorporation 1995 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan. 99(b) Hawkeye Bancorporation 1994 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan. 99(c) Hawkeye Bancorporation 1993 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan. 99(d) Hawkeye Bancorporation 1992 Senior Management Compensatory Stock Option Plan. 99(e) Hawkeye Bancorporation Senior Management Compensatory Stock Option Plan. EX-5 2 EXHIBIT 5 EXHIBIT 5 [LETTERHEAD OF MERCANTILE BANCORPORATION INC.] May 20, 1996 Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166 Gentlemen: I have acted as Counsel to Mercantile Bancorporation Inc., a Missouri corporation (the "Company"), in connection with Post-Effective Amendment No. 1 on Form S-8 to the Company's Registration Statement on Form S-4 (Registration Statement No. 33-63609) (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), relating to the issuance of up to 102,447 shares of Common Stock, par value $5.00 per share ("Common Stock"), of the Company pursuant to the following plans (the "Plans"): (i) the Hawkeye Bancorporation 1995 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan; (ii) the Hawkeye Bancorporation 1994 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan; (iii) the Hawkeye Bancorporation 1993 Senior Management Compensatory Stock Option and Stock Appreciation Rights Plan; (iv) the Hawkeye Bancorporation 1992 Senior Management Compensatory Stock Option Plan; and (v) the Hawkeye Bancorporation Senior Management Compensatory Stock Option Plan. In connection with the foregoing, I have examined: (a) the Restated Articles of Incorporation, as amended, and By- Laws, as amended, of the Company, (b) the Plans, and (c) such records of the corporate proceedings of the Company and such other documents as I deemed necessary to render this opinion. Based on such examination, I am of the opinion that the shares of Common Stock available for issuance under the Plans, when issued, delivered and paid for in accordance with the terms and conditions of the Plans, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this Opinion as Exhibit 5 to the Registration Statement and the reference to me in Item 5 of Part II of the Registration Statement. Sincerely, /s/ Jon W. Bilstrom EX-99.1 3 EXHIBIT 23(A) EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No. 33-63609 of Mercantile Bancorporation Inc. of our report dated January 24, 1995, appearing in the Annual Report on Form 10-K of Hawkeye Bancorporation for the year ended December 31, 1994, by the incorporation of Form 8-K of Mercantile Bancorporation Inc. dated January 2, 1996. /s/ Deloitte & Touche LLP Des Moines, Iowa May 21, 1996 EX-99.2 4 EXHIBIT 23(B) EXHIBIT 23(b) Independent Auditors' Consent The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the use of our reports incorporated herein by reference in post-effective amendment No. 1 on Form S-8 registration statement No. 33-63609. /s/ KPMG Peat Marwick LLP St. Louis, Missouri May 20, 1996 EX-99.3 5 EXHIBIT 99(A) EXHIBIT 99(a) HAWKEYE BANCORPORATION 1995 SENIOR MANAGEMENT COMPENSATORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN 1. Purposes of the Plan. The purposes of this 1995 Senior Management Compensatory Stock Option and Stock Apprecia- tion Rights Plan are to attract and retain selected senior executive officers with experience and ability; to reward those key executives for their contribution to the growth and profit of Hawkeye Bancorporation and thereby motivate them to continue to make such contributions in the future; and to encourage and enable those key executives, upon whose judgment, initiative and effort Hawkeye Bancorporation and its subsidiaries are dependent for the successful conduct of business, to acquire a proprietary interest in Hawkeye Bancorporation by ownership of its stock. In no event shall options granted hereunder be con- sidered as "incentive stock options," as defined in Section 422A of the Internal Revenue Code of 1986, as the same may be amended. 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" shall mean the Board of Directors of the Company. (b) "Capital Stock" shall mean the common stock of the Company. (c) "Company" shall mean Hawkeye Bancorporation, an Iowa corporation. (d) "Committee" shall mean the Compensation Commit- tee of the Company appointed by the Board of Directors. (e) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more then ninety (90) days or reemployment upon the -1- expiration of such leave is guaranteed by contract or statute. (f) "Effective Date" shall mean January 24, 1995. (g) "Employee" shall mean any full-time and salaried senior executive officer of the Company or a Subsidiary, including officers who are also directors of the Company, but not including directors who are not also officers. (h) "Option" shall mean a stock option granted pur- suant to the Plan. (i) "Optioned Stock" shall mean the Capital Stock subject to or acquired under an Option. (j) "Optionee" shall mean an Employee who receives an Option. (k) "Participant" shall mean an Employee who receives a Right. (l) "Plan" shall mean this Senior Management Compen- satory Stock Option Plan. (m) "Right" shall mean a stock appreciation right granted pursuant to the Plan. (n) "Share" shall mean a share of the Capital Stock, as the same may be adjusted in accordance with Section 11 of the Plan. (o) "Subsidiary" shall mean a "subsidiary corpora- tion," whether now or hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of 1986, as the same may be amended. 3. Stock Subject to the Plan. Subject to the pro- visions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is Sixty Four Thousand Five Hundred and Two (64,502) shares of Capital Stock. The Company shall reserve such amount of Capi- tal Stock for Options which may be granted under the Plan (sub- ject to adjustment as provided in Section 11) and such Shares may be authorized, but unissued, or reacquired Capital Stock. If an Option should expire or become unexercisable for any rea- son without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. -2- 4. Administration of the Plan. (a) Procedure. The Plan shall be administered by the Compensation Committee. The Committee shall consist of three (3) or more persons, who shall be directors of the Company, appointed by the Board of Directors and hav- ing full authority to act in the matter, none of whom par- ticipated in this Plan or any other stock option, stock appreciation right or other stock plan of the Company or any of its affiliates within the preceding year, and each of whom is a "disinterested person" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934. For purposes of administering this Plan, the Committee shall hold meetings at such times and places as it determines. For purposes of administering this Plan, a quorum of the Committee shall consist of a majority of its members and the Committee may act by vote of a majority of its members at a meeting at which a quorum is present, or without a meeting by a written consent to the action taken signed by all members of the Committee. (b) Powers of the Committee. Subject to the provi- sions of the Plan, the Committee shall have the authority, in its discretion: (i) to grant Options, in accordance with the Internal Revenue Code of 1986, as the same may be amended, and to grant Rights; (ii) to determine the Employees to whom, and the time or times in which, options or Rights shall be granted, the number of Rights to be granted and the number of shares of Optioned Stock to be represented by each Option; (iii) to interpret the Plan; (iv) to prescribe, amend, and rescind rules and regula- tions relating to the Plan; (v) to determine the terms and provisions of each Option or Right granted (which need not be identical) and, with the consent of the holder thereof, modify or amend each Option or Right; (vi) to accelerate or defer (with the consent of the Optionee or Participant) the exercise date of any Option or Right; (vii) to autho- rize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option or Right previously granted by the Committee; (viii) to alter the terms and provisions of the Plan to conform to changes in the law if the laws relating to stock options or stock appreciation rights are changed during the term of the Plan unless shareholder approval of such change is required; and (ix) to make all other rules, conditions, and other determinations deemed necessary or advisable for the administration of the Plan. -3- In carrying out its duties and powers hereunder, the Com- mittee may also seek or request non-binding advice or assistance from such other persons as is necessary for proper administration of the Plan. (c) Effect of Committee's Decision. All decisions, determinations, and interpretations of the Committee shall be final and binding on all Optionees and Participants and any other holders of any Options or Rights granted or Shares acquired under the Plan, and their respective legal representatives, heirs, and permitted assigns, which determination shall be final and conclusive. (d) Benefits to be Paid by Company. While this Plan will be administered by the Committee, it is expressly understood that the Company shall have the responsibility for tendering stock or making cash payments, as the case may be, as required under the Plan. 5. Eligibility and Grant of Options and Rights. Options and Rights may be granted only to an Employee who is a senior executive officer of the Company or its Subsidiaries and who is not a member of the Compensation Committee. An Employee who has been granted an Option or a Right or both may, if he or she is otherwise eligible, be granted additional Options or Rights or both. Subject to the provisions of the Plan, the Committee shall determine and designate from time to time those Employees to whom Rights or Options are to be granted and the number of Shares to be optioned under such Options. All terms and conditions which may be attendant to such Option or Right shall be determined by the Committee and set forth in a Stock Option Agreement or Stock Appreciation Right Agreement, as the case may be, to be entered into between the Optionee or Par- ticipant and the Company. The granting of an Option or Right in any year shall not give or entitle the Optionee or Partici- pant to any right to similar option grants or stock apprecia- tion right grants in future years. 6. Term of Plan. The Plan shall become effective upon January 24, 1995. It shall continue in effect for a term of five (5) years until the close of business on January 24, 2000, unless sooner terminated under Section 16 of the Plan or unless all options granted under this Plan have expired, termi- nated or been exercised in full. The Plan shall maintain its records on the basis of the calendar year, which shall consti- tute the Plan Year. 7. Term of Option. The term of each Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement; provided, -4- however, an Option may terminate sooner pursuant to the provi- sions of Section 9 of this Plan. The exercise term specified in the Stock Option Agreement shall be strictly enforced, and all such Options shall expire at the end of such term if not exercised or expired by another provision herein by such date. 8. Exercise Price and Consideration. (a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be Sev- enteen Dollars and Ninety-One Cents ($17.91). (b) The consideration to be paid for each share of Optioned Stock, including the method of payment, shall be determined by the Committee and may consist entirely of cash, check, other shares of Capital Stock having a fair market value on the date of surrender equal to the aggre- gate exercise price of the Shares as to which said Option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under the Iowa Business Corporation Act. In making its determi- nation as to the type of consideration to accept, the Com- mittee shall consider whether acceptance of such consid- eration may be reasonably expected to benefit the Company. (c) The proceeds of sale of Optioned Stock are to be added to the general funds of the Company available for its corporate purposes as determined by the Board. 9. Exercise of Option. (a) Procedure for Exercise; Right as a Shareholder. Any Option granted hereunder shall be exercisable only when vested, subject to such other terms and under such, conditions as determined by the Committee, including per- formance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. Each Option shall provide, as determined by the Committee, the time or times, at which and the number of shares for which it may be exercised. Unless otherwise provided in each Option, an Option may be exercised either at one time as to the total number of Shares covered thereby, or from time to time as to any portion thereof. However, an Option may not be exercised for a fraction of a Share. -5- An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Optioned Stock has been received by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evi- denced by the appropriate entry on the books of the Com- pany or of a duly authorized transfer agent of the Com- pany) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock cer- tificate is issued, except as provided in Section 11 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) Vesting. Except in the case of death or dis- ability, each Option granted under this Plan shall become exercisable in full on the date which is six months after the date the Option is granted to an Employee by the Com- mittee. (c) Termination of Status as an Employee. In the event of termination of the employment of an Optionee or Participant for any reason, other than death of the Optionee or Participant, whether by reason of resignation or discharge or retirement, the Optionee or Participant may, but only within thirty (30) days after the date he ceases to be an Employee of the Company, exercise his Option or Right to the extent that he was entitled to exercise it at the date of such termination; provided, however: (i) in the event the Optionee's or Partic- ipant's termination of employment with the Company is attributable to the Optionee's or Participant's dis- ability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986), such Optionee or Participant (or his duly appointed representative) may exercise his Option or Right at any time within -6- six (6) months from the date of his termination of employment; (ii) in the event an Optionee or Participant is discharged for cause, of which the Committee shall be the sole judge, his or her Option or Right shall expire on the date of discharge; (iii) the Committee in its sole discretion may determine whether for the purpose of the Plan, an Optionee or Participant who is on a leave of absence will be considered as still in the employ of the Com- pany, and the Committee in its sole discretion may determine whether an Option or Right may be exercised during a leave of absence; and (iv) in the event an Optionee or Participant should accept employment with a competitor, or enter into a competitive business without the prior written approval of the Board, all Options and Rights held by such Optionee or Participant shall terminate on the date such Optionee or Participant leaves the employ of the Company. To the extent that the Optionee or Participant was not entitled to exercise the Option or Right at the date of such termination, or if he does not exercise such Option or Right (which he was entitled to exercise) within the time periods specified herein, the Option or Right shall terminate. (d) Death of Optionee or Participant. In the event of the death of an Optionee or Participant: (i) during the term of the Option or Right, if such Optionee or Participant is at the time of his death an Employee of the Company or a Subsidiary and has been in Continuous Status as an Employee since the date of grant of the Option or Right, the Option or Right may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's or Participant's estate or by a person who acquired the right to exercise the Option or Right by bequest or inheritance; or (ii) within thirty (30) days after the termina- tion of Continuous Status as an Employee, the Option or Right may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's or Participant's estate or by a person who -7- acquired the right to exercise the Option or Right by bequest or inheritance. 10. Non-Transferability of Options and Rights. An Option or Right may not be sold, pledged, assigned, hypoth- ecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, 26 U.S.C. Section 1 et seq, or Title I of the Employee Retirement Income Security Act, or the rules thereunder. An Option or Right may be exercised, during the lifetime of the Optionee or Participant, only by the Optionee or Participant. 11. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company, the number of shares of Capital Stock covered by each outstanding Option and Right, and the number of shares of Capital Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Capital Stock covered by each such outstanding Option or Right, shall be pro- portionately adjusted for any increase or decrease in the num- ber of issued shares of the Company's common stock resulting from a stock split, reverse stock split, stock dividend, combi- nation or reclassification of such common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securi- ties of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Capital Stock subject to an Option or Right. In the event of the proposed dissolution or liquida- tion of the Company, the Option or Right will terminate immedi- ately prior to the consummation of such proposed action, unless otherwise provided by the Committee. The Committee may, in the exercise of its sole discretion in such instances, declare that any Option or Right shall terminate as of a date fixed by the Committee and give each Participant the right to exercise his Right in full and each Optionee the right to exercise his Option as to all or any part of the Optioned Stock, including -8- Shares as to which the Option would not otherwise be exercis- able. In the event of a change in control of the Company, as determined in the exercise of the Committee's sole discretion, each Option or Right shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Commit- tee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that (i) the Optionee shall have the right to exercise the option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable at such time, or (ii) the Partici- pant shall have the right to exercise the Right in full. If the Committee makes an Option or Right fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify the Optionee or Par- ticipant that the Option or Right shall be fully exercisable for a period of ten (10) days from the date of such notice, and the Option or Right will terminate upon the expiration of such period. 12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Committee makes the determination granting such Option, and nothing contained in this Plan shall otherwise be construed as the granting of an Option. Notice of the determination shall be given to each Employee to whom an Option is so granted within a reasonable time after the date of such grant. 13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and deliv- ery of such Shares pursuant thereto shall comply with all rel- evant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. An Optionee shall execute and deliver all instruments of conveyance and transfer and take such other action as the Committee may reasonably request as a condition to the conveyance and transfer of Optioned Stock to an Optionee. The Company shall not be obli- gated pursuant to this Plan to register for sale under the Securities Act of 1933, as amended, or any state securities or "blue sky" law any Option or Shares. 14. Tax Withholding. The Company may withhold from any amounts payable under this Plan all federal, state, city, or other taxes as shall be required pursuant to any law or gov- ernmental regulation or ruling. Each Optionee and Participant -9- shall also agree as a condition to receiving an Option or a Right hereunder, that the Company may withhold any such taxes which may be imposed with respect to this Plan from the Optionee's or Participant's compensation or, if the Optionee or Participant is not then employed by the Company, the Optionee or Participant shall pay to the Company the amount of any pay- roll taxes or tax withholdings which the Company may deem nec- essary in order to assure a tax deduction for benefits which are payable to the Optionee or Participant in connection with this Plan. In addition, subject to such rules and regulations as the Committee shall from time to time establish, an Optionee shall be permitted to satisfy federal, state, or local taxes, if any, imposed at the time of the exercise of the Option, at a rate equal to the Optionee's marginal rate of tax, by irrevo- cably electing to have the Company deduct from the number of Shares of Optioned Stock otherwise deliverable to the Optionee, Shares having a value equal to the amount of tax required to be withheld. Any such Shares which are used to satisfy tax with- holding requirements shall be cancelled by the Company. 15. Legal Limitations. If the Company's unre- stricted and unreserved surplus is insufficient to allow pay- ment for any Shares required to be purchased by the Company hereunder, then the Company agrees to take such reasonable steps as may be necessary to authorize payment. In the event such authorization cannot be secured, the Company's obligation to purchase any such Shares shall be deferred until sufficient surplus is available. 16. Suspension, Amendment and Termination of the Plan. (a) Suspension, Amendment and Termination. The Board may suspend or terminate the Plan from time to time in such respects as the Board may deem advisable. The following revisions or amendments shall require approval of the holders of a majority of the outstanding common shares of the Company entitled to vote: (i) any material increase in the number of Shares or Rights subject to the Plan, other than in connection with an adjustment under Section 11 of the Plan; (ii) any material change in the designation of the class of employees eligible to become Optionees or Participants; or -10- (iii) any material increase in the benefits accruing to Optionees or Participants under the Plan. No Option or Right may be granted under the Plan during any suspension or after the termination thereof. (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options or Rights already granted and such Options and Rights shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee or the Participant and the Committee, which agreement must be in writing and signed by the Optionee or the Participant and the Company. 17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be neces- sary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 18. No Employment Rights. Neither the establishment nor continuation of the Plan, nor the granting of Options or Rights hereunder, shall be construed as conferring upon any Employee a right of continuing employment by the Company or otherwise restrict the Company's rights to discharge any Employee at any time. 19. Other Benefits. The Options and Rights granted hereunder, the acquisition of Optioned Stock through the exer- cise of an Option and the receipt of cash pursuant to any of the Rights shall not be includible as compensation to any Employee for purposes of any other benefit plan sponsored or maintained by the Company. 20. Grant of Rights. Participants may be awarded Rights which shall expire at the close of business on January 24, 2000. A Right may not be exercised by Participant who is a director or officer of the Company within six months after the Right is granted. Rights may be exercised, to the extent exer- cisable by their terms, in, whole or from time to time in part at any time before their expiration. Any exercise shall be accompanied by a written notice to the Company specifying the number of Rights being exercised. -11- 21. Appreciation of Rights. Upon the Participant's exercise of a Right, he shall be entitled to receive the eco- nomic value of the Right in cash from the Company within thirty (30) days of such exercise, subject to the provisions of Sec- tion 14 of the Plan. For each Right, that economic value shall be equal to the market value of one Share of the Company on the date the Right is exercised reduced by the amount of Seventeen Dollars and Ninety-One Cents ($17.91) per Share. The economic value of all Rights exercised by a Participant shall be the economic value of each Right as determined in the preceding sentence multiplied by the number of Rights exercised. 22. Valuation. The market value of each of the Shares of the Company on an exercise date shall be the closing price of a Share of the Company as reported by the National Association of Securities Dealers, Inc. Automated Quotation National Market System on that date or, if there is no trading on that date, on the next following trading date. 23. Nature of Rights. The Rights shall be used solely as a device for the measurement and determination of the amount to be paid to Participants as provided in the Plan with respect to the Rights. The Rights shall not constitute or be treated as property or as a trust fund of any kind. All amounts at any time attributable to the Rights shall be and remain the sole property of the Company and all Participants' Rights hereunder are limited to the right to receive cash from the Company as provided in this Plan. 24. Limits on Awards. The maximum number of Rights that may be granted under the Plan is Thirty Thousand (30,000). 25. Shareholder Approval. Effectiveness of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. If such shareholder approval is obtained at a duly held shareholders' meeting, it may be obtained by the affirmative vote of the holders of a majority of the outstand- ing shares of the Company present or represented and entitled to vote thereon. HAWKEYE BANCORPORATION By /s/ Robert W. Murray Its President -12- ADOPTED JANUARY 24, 1995. APPROVED BY SHAREHOLDERS APRIL 18, 1995. -13- EX-99.4 6 EXHIBIT 99(B) EXHIBIT 99(b) HAWKEYE BANCORPORATION 1994 SENIOR MANAGEMENT COMPENSATORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN 1. Purposes of the Plan. The purposes of this 1994 Senior Management Compensatory Stock Option and Stock Apprecia- tion Rights Plan are to attract and retain selected senior ex- ecutive officers with experience and ability; to reward those key executives for their contribution to the growth and profit of Hawkeye Bancorporation and thereby motivate them to continue to make such contributions in the future; and to encourage and enable those key executives, upon whose judgment, initiative and effort Hawkeye Bancorporation and its subsidiaries are de- pendent for the successful conduct of business, to acquire a proprietary interest in Hawkeye Bancorporation by ownership of its stock. In no event shall Options granted hereunder be con- sidered as "incentive stock Options," as defined in Section 422A of the Internal Revenue Code of 1986, as the same may be amended. 2. Definitions. As used herein, the following def- initions shall apply: (a) "Board" shall mean the Board of Directors of the Company. (b) "Capital Stock" shall mean the common stock of the Company. (c) "Company" shall mean Hawkeye Bancorporation, an Iowa corporation. (d) "Committee" shall mean the Compensation Committee of the Company appointed by the Board of Direc- tors. (e) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more then ninety (90) days or reemployment upon the -1- expiration of such leave is guaranteed by contract or statute. (f) "Employee" shall mean any full-time and salaried senior executive officer of the Company or a Subsidiary, including officers who are also directors of the Company, but not including directors who are not also officers. (g) "Effective Date" shall mean January 25, 1994. (h) "Option" shall mean a stock option granted pursuant to the Plan. (i) "Optioned Stock" shall mean the Capital Stock subject to or acquired under an Option. (j) "Optionee" shall mean an Employee who receives an Option. (k) "Participant" shall mean an Employee who receives a Right. (l) "Plan" shall mean this Senior Management Compensatory Stock Option Plan. (m) "Right" shall mean a stock appreciation right granted pursuant to the Plan. (n) "Share" shall mean a share of the Capital Stock, as the same may be adjusted in accordance with Section 11 of the Plan. (o) "Subsidiary" shall mean a "subsidiary cor- poration," whether now or hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of 1986, as the same may be amended. 3. Stock Subject to the Plan. Subject to the pro- visions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is Forty-Seven Thousand One Hundred Nine (47,109) shares of Capi- tal Stock. The Company shall reserve such amount of Capital Stock for Options which may be granted under the Plan (subject to adjustment as provided in Section 11) and such Shares may be authorized, but unissued, or reacquired Capital Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. -2- 4. Administration of the Plan (a) Procedure. The Plan shall be administered by the Compensation Committee. The Committee shall consist of three (3) or more persons, who shall be directors of the Company, appointed by the Board of Directors and having full authority to act in the matter, none of whom participated in this Plan or any other stock option, stock appreciation right or other stock plan of the Company or any of its affiliates within the preceding year, and each of whom is a "disinterested person" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934. For purposes of administering this Plan, the Committee shall hold meetings at such times and places as it determines. For purposes of administering this Plan, a quorum of the Committee shall consist of a majority of its members and the Committee may act by vote of a majority of its members at a meeting at which a quorum is present, or without a meeting by a written consent to the action taken signed by all members of the Committee. (b) Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the au- thority, in its discretion: (i) to grant Options, in ac- cordance with the Internal Revenue Code of 1986, as the same may be amended, and to grant Rights, (ii) to deter- mine the Employees to whom, and the time or times in which, Options or Rights shall be granted, the number of Rights to be granted and the number of shares of Optioned Stock to be represented by each Option; (iii) to interpret the Plan; (iv) to prescribe, amend, and rescind rules and regulations relating to the Plan; (v) to determine the terms and provisions of each Option or Right granted (which need not be identical) and, with the consent of the holder thereof, modify or amend each Option or Right; (vi) to accelerate or defer (with the consent of the Optionee or Participant) the exercise date of any Option or Right; (vii) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option or Right previously granted by the Committee; (viii) to alter the terms and provisions of the Plan to conform to changes in the law if the laws relating to stock options or stock appreciation rights are changed during the term of the Plan unless shareholder approval of such change is required; and (ix) to make all other rules, conditions, and other determinations deemed necessary or advisable for the administration of the Plan. In carrying out its duties and powers hereunder, the Committee may also seek or request non-binding advice or -3- assistance from such other persons as is necessary for proper administration of the Plan. (c) Effect of Committee's Decision. All decisions, determinations, and interpretations of the Committee shall be final and binding on all Optionees and Participants and any other holders of any Options or Rights granted or Shares acquired under the Plan, and their respective legal representatives, heirs, and permitted assigns, which determination shall be final and conclusive. (d) Benefits to be Paid by Company. While this Plan will be administered by the Committee, it is expressly understood that the Company shall have the responsibility for tendering stock or making cash payments, as the case may be, as required under the Plan. 5. Eligibility and Grant of Options and Rights. Options and Rights may be granted only to an Employee who is a senior executive officer of the Company or its Subsidiaries and who is not a member of the Compensation Committee. An Employee who has been granted an Option or a Right or both may, if he or she is otherwise eligible, be granted additional options or Rights or both. Subject to the provisions of the Plan, the Committee shall determine and designate from time to time those Employees to whom Rights or Options are to be granted and the number of Shares to be optioned under such Options. All terms and conditions which may be attendant to such Option or Right shall be determined by the Committee and set forth in a Stock Option Agreement or Stock Appreciation Right Agreement, as the case may be, to be entered into between the Optionee or Par- ticipant and the Company. The granting of an Option or Right in any year shall not give or entitle the Optionee or Partici- pant to any right to similar option grants or stock apprecia- tion right grants in future years. 6. Term of Plan. The Plan shall become effective upon January 25, 1994. It shall continue in effect for a term of five (5) years until the close of business on January 25, 1999, unless sooner terminated under Section 16 of the Plan or unless all options granted under this Plan have expired, termi- nated or been exercised in full. The Plan shall maintain its records on the basis of the calendar year, which shall consti- tute the Plan Year. 7. Term of Option. The term of each Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement; provided, however, an Option may terminate sooner pursuant to the provi- sions of Section 9 of this Plan. The exercise term specified -4- in the Stock Option Agreement shall be strictly enforced, and all such Options shall expire at the end of such term if not exercised or expired by another provision herein by such date. 8. Exercise Price and Consideration. (a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be Nineteen Dollars and Thirty-Seven and One-Half Cents ($19.375). (b) The consideration to be paid for each share of Optioned Stock, including the method of payment, shall be determined by the Committee and may consist entirely of cash, check, other shares of Capital Stock having a fair market value on the date of surrender equal to the aggre- gate exercise price of the Shares as to which said Option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under the Iowa Business Corporation Act. In making its determination as to the type of consideration to accept, the Committee shall consider whether acceptance of such consideration may be reasonably expected to benefit the Company. (c) The proceeds of sale of Optioned Stock are to be added to the general funds of the Company available for its corporate purposes as determined by the Board. 9. Exercise of Option (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable only when vested, subject to such other terms and under such conditions as determined by the Committee, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. Each Option shall provide, as determined by the Committee, the time or times, at which and the number of shares for which it may be exercised. Unless otherwise provided in each Option, an Option may be exercised either at one time as to the total number of Shares covered thereby, or from time to time as to any portion thereof. However, an Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in -5- accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Optioned Stock has been received by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evi- denced by the appropriate entry on the books of the Com- pany or of a duly authorized transfer agent of the Com- pany) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock cer- tificate is issued, except as provided in Section 11 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) Vesting. Except in the case of death or dis- ability, each Option granted under this Plan shall become exercisable in full on the date which is six months after the date the Option is granted to an Employee by the Com- mittee. (c) Termination of Status as an Employee. In the event of termination of the employment of an Optionee or Participant for any reason, other than death of the Optionee or Participant, whether by reason of resignation or discharge or retirement, the Optionee or Participant may, but only within thirty (30) days after the date he ceases to be an Employee of the Company, exercise his Op- tion or Right to the extent that he was entitled to exer- cise it at the date of such termination; provided, how- ever: (i) in the event the Optionee's or Participant's termination of employment with the Company is attributable to the Optionee's or Participant's disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986), such Optionee or Participant (or his duly appointed representative) may exercise his Option or Right at any time within six (6) months from the date of his termination of employment; -6- (ii) in the event an Optionee or Participant is discharged for cause, of which the Committee shall be the sole judge, his or her Option or Right shall expire on the date of discharge; (iii) the Committee in its sole discretion may determine whether for the purpose of the Plan, an Optionee or Participant who is on a leave of absence will be considered as still in the employ of the Company, and the Committee in its sole discretion may determine whether an Option or Right may be exercised during a leave of absence; and (iv) in the event an Optionee or Participant should accept employment with a competitor, or enter into a competitive business without the prior written approval of the Board, all Options and Rights held by such Optionee or Participant shall terminate on the date such Optionee or Participant leaves the employ of the Company. To the extent that the Optionee or Participant was not entitled to exercise the Option or Right at the date of such termination, or if he does not exercise such Option or Right (which he was entitled to exercise) within the time periods specified herein, the Option or Right shall terminate. (d) Death of Optionee or Participant. In the event of the death of an Optionee or Participant: (i) during the term of the Option or Right, if such Optionee or Participant is at the time of his death an Employee of the Company or a Subsidiary and has been in Continuous Status as an Employee since the date of grant of the Option or Right, the Option or Right may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's or Participant's estate or by a person who acquired the right to exercise the Option or Right by bequest or inheritance; or (ii) within thirty (30) days after the termina- tion of Continuous Status as an Employee, the Option or Right may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's or Participant's estate or by a person who acquired the right to exercise the Option or Right by bequest or inheritance. -7- 10. Non-Transferability of Options and Rights. An Option or Right may not be sold, pledged, assigned, hypoth- ecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, 26 U.S.C. Section 1 et seq, or Title I of the Employee Retirement Income Security Act, or the rules thereunder. An Option or Right may be exercised, during the lifetime of the Optionee or Participant, only by the Optionee or Participant. 11. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company, the number of shares of Capital Stock covered by each outstanding Option and Right, and the number of shares of Capital Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Capital Stock covered by each such outstanding Option or Right, shall be pro- portionately adjusted for any increase or decrease in the num- ber of issued shares of the Company's common stock resulting from a stock split, reverse stock split, stock dividend, combi- nation or reclassification of such common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securi- ties of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Capital Stock subject to an Option or Right. In the event of the proposed dissolution or liquida- tion of the Company, the Option or Right will terminate immedi- ately prior to the consummation of such proposed action, unless otherwise provided by the Committee. The Committee may, in the exercise of its sole discretion in such instances, declare that any Option or Right shall terminate as of a date fixed by the Committee and give each Participant the right to exercise his Right in full and each optionee the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercis- able. In the event of a change in control of the Company, as determined in the exercise of the Committee's sole discretion, each Option or Right shall be assumed or an equivalent option -8- shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Commit- tee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that (i) the Optionee shall have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable at such time, or (ii) the Partici- pant shall have the right to exercise the Right in full. If the Committee makes an Option or Right fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify, the Optionee or Participant that the Option or Right shall be fully exercisable for a period of ten (10) days from the date of such notice, and the Option or Right will terminate upon the expiration of such period. 12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Committee makes the determination granting such Option, and nothing contained in this Plan shall otherwise be construed as the granting of an Option. Notice of the determination shall be given to each Employee to whom an Option is so granted with- in a reasonable time after the date of such grant. 13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option un- less the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securi- ties Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. An Optionee shall execute and deliver all instruments of conveyance and transfer and take such other action as the Committee may reasonably re- quest as a condition to the conveyance and transfer of Optioned Stock to an Optionee. The Company shall not be obligated pur- suant to this Plan to register for sale under the Securities Act of 1933, as amended, or any state securities or "blue sky" law any Option or Shares. 14. Tax Withholding. The Company may withhold from any amounts payable under this Plan all federal, state, city, or other taxes as shall be required pursuant to any law or gov- ernmental regulation or ruling. Each Optionee and Participant shall also agree as a condition to receiving an Option or a Right hereunder, that the Company may withhold any such taxes -9- which may be imposed with respect to this Plan from the Option- ee's or Participant's compensation or, if the Optionee or Par- ticipant is not then employed by the Company, the Optionee or Participant shall pay to the Company the amount of any payroll taxes or tax withholdings which the Company may deem necessary in order to assure a tax deduction for benefits which are pay- able to the Optionee or Participant in connection with this Plan. In addition, subject to such rules and regulations as the Committee shall from time to time establish, an Optionee shall be permitted to satisfy federal, state, or local taxes, if any, imposed at the time of the exercise of the Option, at a rate equal to the Optionee's marginal rate of tax, by irrevo- cably electing to have the Company deduct from the number of Shares of Optioned Stock otherwise deliverable to the Optionee, Shares having a value equal to the amount of tax required to be withheld. Any such Shares which are used to satisfy tax with- holding requirements shall be cancelled by the Company. 15. Legal Limitations. If the Company's unre- stricted and unreserved surplus is insufficient to allow pay- ment for any Shares required to be purchased by the Company hereunder, then the Company agrees to take such reasonable steps as may be necessary to authorize payment. In the event such authorization cannot be secured, the Company's obligation to purchase any such Shares shall be deferred until sufficient surplus is available. 16. Suspension, Amendment and Termination of the Plan. (a) Suspension, Amendment and Termination. The Board may suspend or terminate the Plan from time to time in such respects as the Board may deem advisable. The following revisions or amendments shall require approval of the holders of a majority of the outstanding common shares of the Company entitled to vote: (i) any material increase in the number of shares or Rights subject to the Plan, other than in connection with an adjustment under Section 11 of the Plan; (ii) any material change in the designation of the class of employees eligible to become Optionees or Participants; or (iii) any material increase in the benefits accruing to Optionees or Participants under the Plan. -10- No Option or Right may be granted under the Plan dur- ing any suspension or after the termination thereof. (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options or Rights already granted and such Options and Rights shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee or the Participant and the Committee, which agreement must be in writing and signed by the Optionee or the Participant and the Company. 17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to ob- tain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be nec- essary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 18. No Employment Rights. Neither the establishment nor continuation of the Plan, nor the granting of Options or Rights hereunder, shall be construed as conferring upon any Employee a right of continuing employment by the Company or otherwise restrict the Company's rights to discharge any Em- ployee at any time. 19. Other Benefits. The Options and Rights granted hereunder, the acquisition of Optioned Stock through the exer- cise of an Option and the receipt of cash pursuant to any of the Rights shall not be includible as compensation to any Employee for purposes of any other benefit plan sponsored or maintained by the Company. 20. Grant of Rights. Participants may be awarded Rights which shall expire at the close of business on Janu- ary 25, 1999. A Right may not be exercised by Participant who is a director or officer of the Company within six months after the Right is granted. Rights may be exercised, to the extent exercisable by their terms, in whole or from time to time in part at any time before their expiration. Any exercise shall be accompanied by a written notice to the Company specifying the number of Rights being exercised. 21. Appreciation of Rights. Upon the Participant's exercise of a Right, he shall be entitled to receive the eco- nomic value of the Right in cash from the Company within thirty -11- (30) days of such exercise, subject to the provisions of Sec- tion 14 of the Plan. For each Right, that economic value shall be equal to the market value of one Share of the Company on the date the Right is exercised reduced by the amount of Nineteen Dollars and Thirty-Seven and One-Half Cents ($19.375) per Share. The economic value of all Rights exercised by a Par- ticipant shall be the economic value of each Right as deter- mined in the preceding sentence multiplied by the number of Rights exercised. 22. Valuation. The market value of each of the Shares of the Company on an exercise date shall be the closing price of a Share of the Company as reported by the National Association of Securities Dealers, Inc. Automated Quotation National Market System on that date or, if there is no trading on that date, on the next following trading date. 23. Nature of Rights. The Rights shall be used solely as a device for the measurement and determination of the amount to be paid to Participants as provided in the Plan with respect to the Rights. The Rights shall not constitute or be treated as property or as a trust fund of any kind. All amounts at any time attributable to the Rights shall be and remain the sole property of the Company and all Participants' Rights hereunder are limited to the right to receive cash from the Company as provided in this Plan. 24. Limits on Awards. The maximum number of Rights that may be granted under the Plan is Twenty Thousand (20,000). 25. Shareholder Approval. Effectiveness of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. If such shareholder approval is obtained at a duly held shareholders' meeting, it may be obtained by the affirma- tive vote of the holders of a majority of the outstanding shares of the Company present or represented and entitled to vote thereon. HAWKEYE BANCORPORATION By /s/ Robert W. Murray Its President ADOPTED JANUARY 25, 1994. APPROVED BY SHAREHOLDERS APRIL 19, 1994. -12- EX-99.5 7 EXHIBIT 99(C) EXHIBIT 99(c) HAWKEYE BANCORPORATION 1993 SENIOR MANAGEMENT COMPENSATORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN 1. Purposes of the Plan. The purposes of this 1993 Senior Management Compensatory Stock Option and Stock Apprecia- tion Rights Plan are to attract and retain selected senior executive officers with experience and ability; to reward those key executives for their contribution to the growth and profit of Hawkeye Bancorporation and thereby motivate them to continue to make such contributions in the future; and to encourage and enable those key executives, upon whose judgment, initiative and effort Hawkeye Bancorporation and its subsidiaries are de- pendent for the successful conduct of business, to acquire a proprietary interest in Hawkeye Bancorporation by ownership of its stock. In no event shall options granted hereunder be con- sidered as "incentive stock options," as defined in Section 422A of the Internal Revenue Code of 1986, as the same may be amended. 2. Definitions. As used herein, the following defi- nitions shall apply: (a) "Board" shall mean the Board of Directors of the Company. -1- (b) "Capital Stock" shall mean the common stock of the Company. (c) "Company" shall mean Hawkeye Bancorporation, an Iowa corporation. (d) "Committee" shall mean the Compensation Commit- tee of the Company appointed by the Board of Directors. (e) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. (f) "Employee" shall mean any full-time and salaried senior executive officer of the Company or a Subsidiary, including officers who are also directors of the Company, but not including directors who are not also officers. (g) "Effective Date" shall mean January 26, 1993. (h) "Option" shall mean a stock option granted pur- suant to the Plan. (i) "Optioned Stock" shall mean the Capital Stock subject to or acquired under an Option. -2- (j) "Optionee" shall mean an Employee who receives an Option. (k) "Participant" shall mean an Employee who re- ceives a Right. (l) "Plan" shall mean this Senior Management Compen- satory Stock Option Plan. (m) "Right" shall mean a stock appreciation right granted pursuant to the Plan. (n) "Share" shall mean a share of the Capital Stock, as the same may be adjusted in accordance with Section 11 of the Plan. (o) "Subsidiary" shall mean a "subsidiary corpora- tion," whether now or hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of 1986, as the same may be amended. 3. Stock Subject to the Plan. Subject to the provi- sions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is Thirty-Five Thousand One Hundred Two (35,102) shares of Capital Stock. The Company shall reserve such amount of Capital Stock for Options which may be granted under the Plan (subject to adjustment as provided in Section 11) and such Shares may be authorized, but unissued, or reacquired Capital Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan -3- shall have been terminated, become available for future grant under the Plan. 4. Administration of the Plan (a) Procedure. The Plan shall be administered by the Compensation Committee. The Committee shall consist of three (3) or more persons, who shall be directors of the Company, appointed by the Board of Directors and having full authority to act in the matter, none of whom participated in this Plan or any other stock option, stock appreciation right or other stock plan of the Company or any of its affiliates within the preceding year, and each of whom is a "disinterested person" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934. For purposes of administering this Plan, the Committee shall hold meetings at such times and places as it determines. For purposes of administering this Plan, a quorum of the Committee shall consist of a majority of its members and the Committee may act by vote of a majority of its members at a meeting at which a quorum is present, or without a meeting by a written consent to the action taken signed by all members of the Committee. (b) Powers of the Committee. Subject to the provi- sions of the Plan, the Committee shall have the authority, in its discretion: (i) to grant Options, in accordance with the Internal Revenue Code of 1986, as the same may be amended, and to grant Rights; (ii) to determine the Employees to whom, and the time or times in which, Options or Rights shall be granted, the number of Rights to be granted and the number of shares of Optioned Stock to be represented by each Option; (iii) to interpret the Plan; -4- (iv) to prescribe, amend, and rescind rules and regula- tions relating to the Plan; (v) to determine the terms and provisions of each Option or Right granted (which need not be identical) and, with the consent of the holder thereof, modify or amend each Option or Right; (vi) to accelerate or defer (with the consent of the Optionee or Participant) the exercise date of any Option or Right; (vii) to autho- rize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option or Right previously granted by the Committee; (viii) to alter the terms and provisions of the Plan to conform to changes in the law if the laws relating to stock options or stock appreciation rights are changed during the term of the Plan unless shareholder approval of such change is required; and (ix) to make all other rules, conditions, and other determinations deemed necessary or advisable for the administration of the Plan. In carrying out its duties and powers hereunder, the Committee may also seek or request non-binding advice or assistance from such other persons as is necessary for proper administration of the Plan. (c) Effect of Committee's Decision. All decisions, determinations, and interpretations of the Committee shall be final and binding on all Optionees and Participants and any other holders of any Options or Rights granted or Shares acquired under the Plan, and their respective legal representatives, heirs, and permitted assigns, which determination shall be final and conclusive. (d) Benefits to be Paid by Company. While this Plan will be administered by the Committee, it is expressly -5- understood that the Company shall have the responsibility for tendering stock or making cash payments, as the case may be, as required under the Plan. 5. Eligibility and Grant of Options and Rights. Options and Rights may be granted only to an Employee who is a senior executive officer of the Company or its Subsidiaries and who is not a member of the Compensation Committee. An Employee who has been granted an Option or a Right or both may, if he or she is otherwise eligible, be granted additional Options or Rights or both. Subject to the provisions of the Plan, the Committee shall determine and designate from time to time those Employees to whom Rights or Options are to be granted and the number of Shares to be optioned under such Options. All terms and conditions which may be attendant to such Option or Right shall be determined by the Committee and set forth in a Stock Option Agreement or Stock Appreciation Right Agreement, as the case may be, to be entered into between the Optionee or Par- ticipant and the Company. The granting of an Option or Right in any year shall not give or entitle the Optionee or Partici- pant to any right to similar option grants or stock apprecia- tion right grants in future years. The amount of Capital Stock subject to outstanding Options plus the amount of Capital Stock sold pursuant to the exercise of Options in any preceding 12-month period shall not exceed the greater of: (i) $500,000; (ii) 15 percent of the Company's total assets measured as of the end of the Company's most recent fiscal year; or (iii) 15 percent of the outstanding shares of Capital Stock. In any case, the aggregate offering price of Optioned Stock and Capital Stock issued pursuant to the exercise of any Option in any preceding 12-month period shall not exceed $5,000,000. Further, the aggregate amount of -6- offers pursuant to this Plan in any 12-month period shall not exceed the maximum levels set forth above. 6. Term of Plan. The Plan shall become effective upon January 26, 1993. It shall continue in effect for a term of five (5) years until the close of business on January 26, 1998, unless sooner terminated under Section 16 of the Plan or unless all options granted under this Plan have expired, termi- nated or been exercised in full. The Plan shall maintain its records on the basis of the calendar year, which shall consti- tute the Plan Year. 7. Term of Option. The term of each Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement; provided, how- ever, an Option may terminate sooner pursuant to the provisions of Section 9 of this Plan. The exercise term specified in the Stock Option Agreement shall be strictly enforced, and all such Options shall expire at the end of such term if not exercised or expired by another provision herein by such date. 8. Exercise Price and Consideration. (a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be Fifteen Dollars and Eighty-Seven and One-Half Cents ($15.875). (b) The consideration to be paid for each share of Optioned Stock, including the method of payment, shall be determined by the Committee and may consist entirely of cash, check, other shares of Capital Stock having a fair -7- market value on the date of surrender equal to the aggre- gate exercise price of the Shares as to which said Option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under the Iowa Business Corporation Act. In making its deter- mination as to the type of consideration to accept, the Committee shall consider whether acceptance of such consideration may be reasonably expected to benefit the Company. (c) The proceeds of sale of Optioned Stock are to be added to the general funds of the Company available for its corporate purposes as determined by the Board. 9. Exercise of Option. (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable only when vested, subject to such other terms and under such conditions as determined by the Committee, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. Each Option shall provide, as determined by the Committee, the time or times, at which and the number of shares for which it may be exercised. Unless otherwise provided in each Option, an Option may be exercised either at one time as to the total number of Shares covered thereby, or from time to time as to any portion thereof. However, an Option may not be exercised for a fraction of a Share. -8- An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Optioned Stock has been received by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evi- denced by the appropriate entry on the books of the Com- pany or of a duly authorized transfer agent of the Com- pany) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock cer- tificate is issued, except as provided in Section 11 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) Vesting. Except in the case of death or dis- ability, each Option granted under this Plan shall become exercisable in full on the date which is six months after the date the Option is granted to an Employee by the Committee. (c) Termination of Status as an Employee. In the event of termination of the employment of an Optionee or -9- Participant for any reason, other than death of the Op- tionee or Participant, whether by reason of resignation or discharge or retirement, the Optionee or Participant may, but only within thirty (30) days after the date he ceases to be an Employee of the Company, exercise his Option or Right to the extent that he was entitled to exercise it at the date of such termination; provided, however: (i) in the event the Optionee's or Partici- pant's termination of employment with the Company is attributable to the Optionee's or Participant's dis- ability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986), such Optionee or Participant (or his duly appointed representative) may exercise his Option or Right at any time within six (6) months from the date of his termination of employment; (ii) in the event an Optionee or Participant is discharged for cause, of which the Committee shall be the sole judge, his or her Option or Right shall expire on the date of discharge; (iii) the Committee in its sole discretion may determine whether for the purpose of the Plan, an Optionee or Participant who is on a leave of absence will be considered as still in the employ of the Com- pany, and the Committee in its sole discretion may determine whether an Option or Right may be exercised during a leave of absence; and (iv) in the event an Optionee or Participant should accept employment with a competitor, or enter -10- into a competitive business without the prior written approval of the Board, all Options and Rights held by such Optionee or Participant shall terminate on the date such Optionee or Participant leaves the employ of the Company. To the extent that the Optionee or Participant was not entitled to exercise the Option or Right at the date of such termination, or if he does not exercise such Option or Right (which he was entitled to exercise) within the time periods specified herein, the Option or Right shall terminate. (d) Death of Optionee or Participant. In the event of the death of an Optionee or Participant: (i) during the term of the Option or Right, if such Optionee or Participant is at the time of his death an Employee of the Company or a Subsidiary and has been in Continuous Status as an Employee since the date of grant of the Option or Right, the Option or Right may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's or Participant's estate or by a person who acquired the right to exercise the Option or Right by bequest or inheritance; or (ii) within thirty (30) days after the termination of Continuous Status as an Employee, the Option or Right may be exercised, at any time within twelve (12) months following the -11- date of death, by the Optionee's or Partici- pant's estate or by a person who acquired the right to exercise the Option or Right by bequest or inheritance. 10. Non-Transferability of Options and Rights. An Option or Right may not be sold, pledged, assigned, hypoth- ecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, 26 U.S.C. Section 1 et seq., or Title I of the Employee Retirement Income Security Act, or the rules thereunder. An Option or Right may be exercised, during the lifetime of the Optionee or Participant, only by the Optionee or Participant. 11. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company, the number of shares of Capital Stock covered by each outstanding Option and Right, and the number of shares of Capital Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Capital Stock covered by each such outstanding Option or Right, shall be pro- portionately adjusted for any increase or decrease in the num- ber of issued shares of the Company's common stock resulting from a stock split, reverse stock split, stock dividend, combi- nation or reclassification of such common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securi- ties of the Company shall not be deemed to have been "effected -12- without receipt of consideration." Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Capital Stock subject to an Option or Right. In the event of the proposed dissolution or liquida- tion of the Company, the Option or Right will terminate imme- diately prior to the consummation of such proposed action, unless otherwise provided by the Committee. The Committee may, in the exercise of its sole discretion in such instances, de- clare that any Option or Right shall terminate as of a date fixed by the Committee and give each Participant the right to exercise his Right in full and each Optionee the right to exer- cise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a change in control of the Com- pany, as determined in the exercise of the Committee's sole discretion, each Option or Right shall be assumed or an equiva- lent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Committee determines, in the exercise of its sole discre- tion and in lieu of such assumption or substitution, that (i) the Optionee shall have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable at such time, or (ii) the Participant shall have the right to exercise the Right in full. If the Committee makes an option or Right fully exercis- able in lieu of assumption or substitution in the event of a -13- merger or sale of assets, the Committee shall notify the Op- tionee or Participant that the Option or Right shall be fully exercisable for a period of ten (10) days from the date of such notice, and the Option or Right will terminate upon the expira- tion of such period. 12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Committee makes the determination granting such Option, and nothing contained in this Plan shall otherwise be construed as the granting of an Option. Notice of the determination shall be given to each Employee to whom an Option is so granted with- in a reasonable time after the date of such grant. 13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option un- less the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securi- ties Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. An Optionee shall execute and deliver all instruments of conveyance and transfer and take such other action as the Committee may reasonably re- quest as a condition to the conveyance and transfer of Optioned Stock to an Optionee. The Company shall not be obligated pur- suant to this Plan to register for sale under the Securities Act of 1933, as amended, or any state securities or "blue sky" law any Option or Shares. -14- 14. Tax Withholding. The Company may withhold from any amounts payable under this Plan all federal, state, city, or other taxes as shall be required pursuant to any law or gov- ernmental regulation or ruling. Each Optionee and Participant shall also agree as a condition to receiving an Option or a Right hereunder, that the Company may withhold any such taxes which may be imposed with respect to this Plan from the Option- ee's or Participant's compensation or, if the Optionee or Par- ticipant is not then employed by the Company, the Optionee or Participant shall pay to the Company the amount of any payroll taxes or tax withholdings which the Company may deem necessary in order to assure a tax deduction for benefits which are pay- able to the Optionee or Participant in connection with this Plan. In addition, subject to such rules and regulations as the Committee shall from time to time establish, an Optionee shall be permitted to satisfy federal, state, or local taxes, if any, imposed at the time of the exercise of the Option, at a rate equal to the Optionee's marginal rate of tax, by irrevo- cably electing to have the Company deduct from the number of Shares of Optioned Stock otherwise deliverable to the Optionee, Shares having a value equal to the amount of tax required to be withheld. Any such Shares which are used to satisfy tax with- holding requirements shall be cancelled by the Company. 15. Legal Limitations. If the Company's unre- stricted and unreserved surplus is insufficient to allow pay- ment for any Shares required to be purchased by the Company hereunder, then the Company agrees to take such reasonable steps as may be necessary to authorize payment. In the event such authorization cannot be secured, the Company's obligation to purchase any such Shares shall be deferred until sufficient surplus is available. -15- 16. Suspension, Amendment and Termination of the Plan. (a) Suspension, Amendment and Termination. The Board may suspend or terminate the Plan from time to time in such respects as the Board may deem advisable. The following revisions or amendments shall require approval of the holders of a majority of the outstanding common shares of the Company entitled to vote: (i) any material increase in the number of Shares or Rights subject to the Plan, other than in connection with an adjustment under Section 11 of the Plan; (ii) any material change in the designation of the class of employees eligible to become Optionees or Participants; or (iii) any material increase in the benefits accruing to Optionees or Participants under the Plan. No Option or Right may be granted under the Plan during any suspension or after the termination thereof. (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options or Rights already granted and such Options and Rights shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee or the Participant and the Committee, which agreement must be in writing and signed by the Optionee or the Participant and the Company. -16- 17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be neces- sary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 18. No Employment Rights. Neither the establishment nor continuation of the Plan, nor the granting of Options or Rights hereunder, shall be construed as conferring upon any Employee a right of continuing employment by the Company or otherwise restrict the Company's rights to discharge any Em- ployee at any time. 19. Other Benefits. The Options and Rights granted hereunder, the acquisition of Optioned Stock through the exer- cise of an Option and the receipt of cash pursuant to any of the Rights shall not be includible as compensation to any Em- ployee for purposes of any other benefit plan sponsored or maintained by the Company. 20. Grant of Rights. Participants may be awarded Rights which shall expire at the close of business on January 26, 1998. A Right may not be exercised by Participant who is a director or officer of the Company within six months after the Right is granted. Rights may be exercised, to the extent exer- cisable by their terms, in whole or from time to time in part at any time before their expiration. Any exercise shall be -17- accompanied by a written notice to the Company specifying the number of Rights being exercised. 21. Appreciation of Rights. Upon the Participant's exercise of a Right, he shall be entitled to receive the eco- nomic value of the Right. For each Right, that economic value shall be equal to the market value of one Share of the Company on the date the Right is exercised reduced by the amount of $15.875. The economic value of all Rights exercised by a Par- ticipant shall be the economic value of each Right as deter- mined in the preceding sentence multiplied by the number of Rights exercised. 22. Valuation. The market value of each of the Shares of the Company on a valuation date shall be the closing price of a Share of the Company as reported by the National Association of Securities Dealers, Inc. Automated Quotation National Market System on that date or, if there is no trading on that date, on the next following trading date. 23. Nature of Rights. The Rights shall be used solely as a device for the measurement and determination of the amount to be paid to Participants as provided in the Plan with respect to the Rights. The Rights shall not constitute or be treated as property or as a trust fund of any kind. All amounts at any time attributable to the Rights shall be and remain the sole property of the Company and all Participants' Rights hereunder are limited to the right to receive cash from the Company as provided in this Plan. 24. Limits on Awards. The maximum number of Rights that may be granted under the Plan is 15,000. -18- 25. Shareholder Approval. Effectiveness of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. If such shareholder approval is obtained at a duly held shareholders' meeting, it may be obtained by the affirma- tive vote of the holders of a majority of the outstanding shares of the Company present or represented and authorized to vote thereon. HAWKEYE BANCORPORATION By /s/ Paul D. Dunlap Paul D. Dunlap, Chairman of the Board and of the Compensation Committee ADOPTED JANUARY 26, 1993. APPROVED BY SHAREHOLDERS APRIL 13, 1993. -19- EX-99.6 8 EXHIBIT 99(D) EXHIBIT 99(d) HAWKEYE BANCORPORATION 1992 SENIOR MANAGEMENT COMPENSATORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 1992 Senior Management Compensatory Stock Option Plan are to attract and retain selected senior executive officers with experience and ability; to reward those key executives for their contribu- tion to the growth and profit of Hawkeye Bancorporation and thereby motivate them to continue to make such contributions in the future; and to encourage and enable those key executives, upon whose judgment, initiative and effort Hawkeye Bancorpora- tion and its subsidiaries are dependent for the successful con- duct of business, to acquire a proprietary interest in Hawkeye Bancorporation by ownership of its stock. In no event shall options granted hereunder be con- sidered as "incentive stock options," as defined in Section 422A of the Internal Revenue Code of 1986, as the same may be amended. 2. Definitions. As used herein, the following def- initions shall apply: (a) "Board" shall mean the Board of Directors of the Company. -1- (b) "Capital Stock" shall mean the common stock of the Company. (c) "Company" shall mean Hawkeye Bancorporation, an Iowa corporation. (d) "Committee" shall mean the Compensation Committee of the Company appointed by the Board of Directors. (e) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more then ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. (f) "Employee" shall mean any full-time and salaried senior executive officer of the Company or a Subsidiary, including officers who are also directors of the Company, but not including directors who are not also officers. (g) "Effective Date" shall mean January 28, 1992. (h) "Option" shall mean a stock option granted pursuant to the Plan. -2- (i) "Optioned Stock" shall mean the Capital Stock subject to or acquired under an Option. (j) "Optionee" shall mean an Employee who receives an Option. (k) "Plan" shall mean this Senior Management Compensatory Stock Option Plan. (l) "Share" shall mean a share of the Capital Stock, as the same may be adjusted in accordance with Section 11 of the Plan. (m) "Subsidiary" shall mean a "subsidiary corporation," whether now or hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of 1986, as the same may be amended. 3. Stock Subject to the Plan. Subject to the pro- visions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is Thirty-six Thousand Nine Hundred Seventeen (36,917) shares of Capital Stock. The Company shall reserve such amount of Capi- tal Stock for Options which may be granted under the Plan (sub- ject to adjustment as provided in Section 11) and such Shares may be authorized, but unissued, or reacquired Capital Stock. If an Option should expire or become unexercisable for any rea- son without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. -3- 4. Administration of the Plan (a) Procedure. The Plan shall be administered by the Compensation Committee. The Committee shall consist of three (3) or more persons, who shall be directors of the Com- pany, appointed by the Board of Directors and having full authority to act in the matter, none of whom participated in this Plan or any other stock option or other stock plan of the Company or any of its affiliates within the preceding year, and each of whom is a "disinterested person" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934. For pur- poses of administering this Plan, the Committee shall hold meetings at such times and places as it determines. For pur- poses of administering this Plan, a quorum of the Committee shall consist of a majority of its members and the Committee may act by vote of a majority of its members at a meeting at which a quorum is present, or without a meeting by a written consent to the action taken signed by all members of the Com- mittee. (b) Powers of the Committee. Subject to the provi- sions of the Plan, the Committee shall have the authority, in its discretion: (i) to grant Options, in accordance with the Internal Revenue Code of 1986, as the same may be amended; (ii) to determine the Employees to whom, and the time or times in which, Options shall be granted and the number of shares of Optioned Stock to be represented by each Option; (iii) to interpret this Plan; (iv) to prescribe, amend, and rescind rules and regulations relating to the Plan; (v) to determine the terms and provisions of each Option granted (which need not be identical) and, with the consent of the holder thereof, mod- ify or amend each Option; (vi) to accelerate or defer (with the consent of the Optionee) the exercise date of any Option; (vii) -4- to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previ- ously granted by the Committee; (viii) to alter the terms and provisions of the Plan to conform to changes in the law if the laws relating to stock options are changed during the term of the Plan unless shareholder approval of such change is retired; and (ix) to make all other rules, conditions, and other deter- minations deemed necessary or advisable for the administration of the Plan. In carrying out its duties and powers hereunder, the Committee may also seek or request non-binding advice or assis- tance from such other persons as is necessary for proper admin- istration of the Plan. (c) Effect of Committee's Decision. All decisions, determinations, and interpretations of the Committee shall be final and binding on all Optionees and any other holders of any Options granted or Shares acquired under the Plan, and their respective legal representatives, heirs, and permitted assigns, which determination shall be final and conclusive. (d) Benefits to be Paid by Company. While this Plan will be administered by the Committee, it is expressly under- stood that the Company shall have the responsibility for ten- dering stock or making cash payments, as the case may be, as required under the Plan. 5. Eligibility and Grant of Options. Options may be granted only to an Employee who is a senior executive offic- er of the Company or its Subsidiaries and who is not a member -5- of the Compensation Committee. An Employee who has been grant- ed an Option may, if he or she is otherwise eligible, be grant- ed an additional Option or Options. Subject to the provisions of the Plan, the Committee shall determine and designate from time to time those Employees to whom Options are to be granted and the number of Shares to be optioned thereunder. All terms and conditions which may be attendant to such Option shall be determined by the Committee and set forth in a Stock Option Agreement to be entered into between the Optionee and the Com- pany. The granting of an Option in any year shall not give or entitle the Optionee to any right to similar option grants in future years. The amount of Capital Stock subject to outstanding Options plus the amount of Capital Stock sold pursuant to the exercise of Options in any preceding 12-month period shall not exceed the greater of: (i) $500,000; (ii) 15 percent of the Company's total assets measured as of the end of the Company's most recent fiscal year; or (iii) 15 percent of the outstanding shares of Capital Stock. In any case, the aggregate offering price of Optioned Stock and Capital Stock issued pursuant to the exercise of any Option in any preceding 12-month period shall not exceed $5,000,000. Further, the aggregate amount of offers pursuant to this Plan in any 12-month period shall not exceed the maximum levels set forth above. 6. Term of Plan. The Plan shall become effective upon January 28, 1992. It shall continue in effect for a term of five (5) years until the closing of business on January 28, 1997, unless sooner terminated under Section 16 of the Plan or unless all options granted under this Plan have expired, termi- nated or been exercised in full. The Plan shall maintain its -6- records on the basis of the calendar year, which shall consti- tute the Plan Year. 7. Term of Option. The term of each Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement; provided, however, an Option may terminate sooner pursuant to the provi- sions of Section 9 of this Plan. The exercise term specified in the Stock Option Agreement shall be strictly enforced, and all such Options shall expire at the and of such term if not exercised or expired by another provision herein by such date. 8. Exercise Price and Consideration. (a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be Twelve Dollars ($12.00). (b) The consideration to be paid for each share of Optioned Stock, including the method of payment, shall be determined by the Committee and may consist entirely of cash, check, other shares of Capital Stock having a fair market value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, or any combination of such methods of payment, or such other con- sideration and method of payment for the issuance of Shares to the extent permitted under the Iowa Business Corporation Act. In making its determination as to the type of consideration to accept, the Committee shall consider whether acceptance of such consideration may be reasonably expected to benefit the Com- pany. -7- (c) The proceeds of sale of Optioned Stock are to be added to the general funds of the Company available for its corporate purposes as determined by the Board. 9. Exercise of Option (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable only when vested, subject to such other terms and under such conditions as determined by the Committee, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. Each Option shall provide, as determined by the Com- mittee, the time or times, at which and the number of shares for which it may be exercised. Unless otherwise provided in each Option, an Option may be exercised either at one time as to the total number of shares covered thereby, or from time to time as to any portion thereof. However, an Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when writ- ten notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Optioned Stock has been received by the Company. Full payment may, as autho- rized by the Committee, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Com- pany) of the stock certificate evidencing such Shares, no right -8- to vote or receive dividends or any other rights as a share- holder shall exist with respect to the Optioned Stock, notwith- standing the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be avail- able, both for purposes of the Plan and for sale under the Option, by the number of Shares an to which the Option is exer- cised. (b) Vesting. Except in the case of death or dis- ability, each Option granted under this Plan shall become exer- cisable in full on the date which is six months after the date the Option is granted to an Employee by the Committee. (c) Termination of Status as an Employee. In the event of termination of the employment of an Optionee for any reason, other than death of the Optionee, whether by reason of resignation or discharge or retirement, the Optionee may, but only within thirty (30) days after the date he ceases to be an Employee of the Company, exercise his Option to the extent that he was entitled to exercise it at the date of such termination; provided, however: (i) in the event the Optionee's termination of employment with the Company is attributable to the Option- ee's disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986), such Optionee (or his duly appointed representative) may exercise his Option at -9- any time within six (6) months from the date of his termi- nation of employment; (ii) in the event an Optionee is discharged for cause, of which the Committee shall be the sole judge, his or her Option shall expire on the date of discharge; (iii) the Committee in its sole discretion may determine whether for the purpose of the Plan, an Optionee who is on a leave of absence will be considered as still in the employ of the Company, and the Committee in its sole discretion may determine whether an Option may be exercised during a leave of absence; and (iv) in the event an Optionee should accept employment with a competitor, or enter into a competitive business without the prior written approval of the Board, the Option shall terminate on the date such Optionee leaves the employ of the Company. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if he does not exercise such Option (which he was entitled to exer- cise) within the time periods specified herein, the Option shall terminate. (d) Death of Optionee. In the event of the death of an Optionee: (i) during the term of the Option, if such Optionee is at the time of his death an Employee of the Company or a Subsidiary and has been in Continuous Status as an Employee since the date of grant of the Option, the -10- Option may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance; or (ii) within thirty (30) days after the termina- tion of Continuous Status as an Employee, the Option may be exercised, at any time within twelve (12) months fol- lowing the date of death, by the Optionee's estate or by a person who acquired the right to exercise the option by bequest or inheritance. 10. Non-Transferability of Options. An Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, 26 U.S.C. Section 1 et seq., or Title I of the Employee Retirement Income Security Act, or the rules thereunder. An option may be exercised, during the lifetime of the Optionee, only by the Optionee. 11. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company, the number of shares of Capital Stock covered by each outstanding Option, and the number of shares of Capital Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Capital Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company's common stock resulting from a stock -11- split, reverse stock split, stock dividend, combination or reclassification of such common stock, or any other increase or decrease in the number of issued shares of common stock effect- ed without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Capital Stock subject to an Option. In the event of the proposed dissolution or liquida- tion of the Company, the Option will terminate immediately pri- or to the consummation of such proposed action, unless other- wise provided by the Committee. The Committee may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Committee and give each Optionee the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a Change in Control, the Option shall be assumed or an equivalent option shall be substituted by such successor corpo- ration or a parent or subsidiary of such successor corporation, unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that the Optionee shall have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable at such time. If the -12- Committee makes an option fully exercisable in lieu of assump- tion or substitution in the event of a merger or sale of assets, the Committee shall notify the Optionee that the Option shall be fully exercisable for a period of ten (10) days from the date of such notice, and the Option will terminate upon the expiration of such period. 12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Committee makes the determination granting such Option, and nothing contained in this Plan shall otherwise be construed as the granting of an Option. Notice of the determination shall be given to each Employee to whom an Option is so granted with- in a reasonable time after the date of such grant. 13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and deliv- ery of such Shares pursuant thereto shall comply with all rel- evant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. An Optionee shall execute and deliver all instruments of conveyance and transfer and take such other action as the Committee may reasonably request as a condition to the conveyance and transfer of Optioned Stock to an Optionee. The Company shall not be obli- gated pursuant to this Plan to register for sale under the Securities Act of 1933, as amended, or any state securities or "blue sky" law any Option or Shares. -13- 14. Tax Withholding. The Company may withhold from any amounts payable under this Plan all federal, state, city, or other taxes as shall be required pursuant to any law or gov- ernmental regulation or ruling. Each Optionee shall also agree as a condition to receiving an Option hereunder, that the Com- pany may withhold any such taxes which may be imposed with respect to this Plan from the Optionee's compensation or, if the Optionee is not then employed by the Company, Optionee shall pay to Company the amount of any payroll taxes or tax withholdings which the Company may deem necessary in order to assure a tax deduction for benefits which are payable to the Optionee in connection with this Plan. In addition, subject to such rules and regulations as the Committee shall from time to time establish, an Optionee shall be permitted to satisfy fed- eral, state, or local taxes, if any, imposed at the time of the exercise of the Option, at a rate equal to the Optionee's mar- ginal rate of tax, by irrevocably electing to have the Company deduct from the number of Shares of Optioned Stock otherwise deliverable to the Optionee, Shares having a value equal to the amount of tax required to be withheld. Any such Shares which are used to satisfy tax withholding requirements shall be can- celled by the Company. 15. Legal Limitations. If the Company's unrestrict- ed and unreserved surplus is insufficient to allow payment for any Shares required to be purchased by the Company hereunder, then the Company agrees to take such reasonable steps as may be necessary to authorize payment. In the event such authoriza- tion cannot be secured, the Company's obligation to purchase any such Shares shall be deferred until sufficient surplus is available. -14- 16. Suspension, Amendment and Termination of the Plan. (a) Suspension, Amendment and Termination. The Board may suspend or terminate the Plan from time to time in such respects as the Board may deem advisable. The following revisions or amendments shall require approval of the holders of a majority of the outstanding common shares of the Company entitled to vote: (i) any material increase in the number of Shares subject to the Plan, other than in connection with an adjustment under Section 11 of the Plan; (ii) any material change in the designation of the class of employees eligible to be granted Options; or (iii) any material increase in the benefits accruing to participants under the Plan. No Option may be granted under the Plan during any suspension or after the termination thereof. (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Committee, which agreement must be in writing and signed by the Optionee and the Company. -15- 17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the re- quirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall re- lieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 18. No Employment Rights. Neither the establishment nor continuation of the Plan, nor the granting of Options here- under, shall be construed as conferring upon any Employee a right of continuing employment by the Company or otherwise restrict the Company's rights to discharge any Employee at any time. 19. Other Benefits. The Options granted hereunder or the acquisition of Optioned Stock through the exercise of an Option shall not be includible as compensation to any Employee for purposes of any other benefit plan sponsored or maintained by the Company. 20. Shareholder Approval. Effectiveness of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. If such shareholder approval is obtained at a duly held shareholders' meeting, it may be obtained by the affirma- tive vote of the holders of a majority of the outstanding shares of the Company present or represented and entitled to vote thereon. -16- HAWKEYE BANCORPORATION By /s/ Its_____________________ Adopted January 28, 1992. Approved by shareholders __________, 1992. -17- EX-99.7 9 EXHIBIT 99(E) EXHIBIT 99(e) HAWKEYE BANCORPORATION SENIOR MANAGEMENT COMPENSATORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Se- nior Management Compensatory Stock Option Plan are to attract and retain selected senior executive officers with experience and ability; to reward those key executives for their contribu- tion to the growth and profit of Hawkeye Bancorporation and thereby motivate them to continue to make such contributions in the future; and to encourage and enable those key executives, upon whose judgment, initiative and effort Hawkeye Bancorpora- tion and its subsidiaries are dependent for the successful con- duct of business, to acquire a proprietary interest in Hawkeye Bancorporation by ownership of its stock. In no event shall options granted hereunder be con- sidered as "incentive stock options," as defined in Section 422A of the Internal Revenue Code of 1986, as the same may be amended. 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" shall mean the Board of Directors of the Company. (b) "Capital Stock" shall mean the common stock of the Company. (c) "Company" shall mean Hawkeye Bancorporation, an Iowa corporation. (d) "Committee" shall mean the Compensation Commit- tee of the Company appointed by the Board of Directors. (e) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more then ninety (90) days or reemployment upon the -1- expiration of such leave is guaranteed by contract or statute. (f) "Employee" shall mean any full-time and salaried senior executive officer of the Company or a Subsidiary, including officers who are also directors of the Company, but not including directors who are not also officers. (g) "Effective Date" shall mean January 22, 1991. (h) "Option" shall mean a stock option granted pur- suant to the Plan. (i) "Optioned Stock" shall mean the Capital Stock subject to or acquired under an Option. (j) "Optionee" shall mean an Employee who receives an Option. (k) "Plan" shall mean this Senior Management Compen- satory Stock Option Plan. (l) "Share" shall mean a share of the Capital Stock, as the same may be adjusted in accordance with Section 11 of the Plan. (m) "Subsidiary" shall mean a "subsidiary corpora- tion," whether now or hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of 1986, as the same may be amended. 3. Stock Subject to the Plan. Subject to the pro- visions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is Twenty-five Thousand (25,000) shares of Capital Stock. The Company shall reserve such amount of Capital Stock for Options which may be granted under the Plan (subject to adjustment as provided in Section 11) and such Shares may be authorized, but unissued, or reacquired Capital Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were sub- ject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. 4. Administration of the Plan (a) Procedure. The Plan shall be administered by the Compensation Committee. The Committee shall consist of three (3) or more persons, who shall be directors of -2- the Company, appointed by the Board of Directors and hav- ing full authority to act in the matter, none of whom par- ticipated in this Plan or any other stock option or other stock plan of the Company or any of its affiliates within the preceding year, and each of whom is a "disinterested person" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934. For purposes of administering this Plan, the Committee shall hold meetings at such times and places as it determines. For purposes of administering this Plan, a quorum of the Committee shall consist of a majority of its members and the Committee may act by vote of a majority of its members at a meeting at which a quo- rum is present, or without a meeting by a written consent to the action taken signed by all members of the Commit- tee. (b) Powers of the Committee. Subject to the provi- sions of the Plan, and further subject to any directions of the Board of Directors, the Committee shall have the authority, in its discretion: (i) to grant Options, in accordance with the Internal Revenue Code of 1986, as the same may be amended; (ii) to determine the Employees to whom, and the time or times in which, Options shall be granted and the number of shares of Optioned Stock to be represented by each Option (iii) to interpret the Plan; (iv) to prescribe, amend, and rescind rules and regula- tions relating to the Plan; (v) to determine the terms and provisions of each Option granted (which need not be iden- tical) and, with the consent of the holder thereof, modify or amend each Option; (vi) to accelerate or defer (with the consent of the Optionee) the exercise date of any Op- tion; (vii) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Committee; (viii) to alter the terms and provisions of the Plan to conform to changes in the law if the laws relating to stock options are changed during the term of the Plan un- less shareholder approval of such change is required; and (ix) to make all other rules, conditions, and other deter- minations deemed necessary or advisable for the adminis- tration of the Plan. In carrying out its duties and powers hereunder, the Com- mittee may also seek or request non-binding advice or as- sistance from such other persons as is necessary for proper administration of the Plan. (c) Effect and Grant of Options. All decisions, de- terminations, and interpretations of the Committee shall -3- be final and binding on all Optionees and any other hold- ers of any Options granted or Shares acquired under the Plan, and their respective legal representatives, heirs, and permitted assigns, unless otherwise determined by the Board, which determination shall be final and conclusive. The Board may, from time to time, provide directions to the Committee on which Employees are to be granted Op- tions, the exercise price per share of the Options, and the number of shares of Optioned Stock which are to be represented by any such Option, which directions shall be strictly followed by the Committee. (d) Benefits to be Paid by Company. While this Plan will be administered by the Committee, it is expressly un- derstood that the Company shall have the responsibility for tendering stock or making cash payments, as the case may be, as required under the Plan. 5. Eligibility to be Paid by Company. Options may be granted only to an Employee who is a senior executive of- ficer of the Company or its Subsidiaries and who is not a mem- ber of the Compensation Committee. An Employee who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option or Options. Subject to the provi- sions of the Plan, the Committee shall determine and designate from time to time those Employees to whom Options are to be granted and the number of Shares to be optioned thereunder. All terms and conditions which may be attendant to such Option shall be determined by the Committee and set forth in a Stock Option Agreement to be entered into between the Optionee and the Company. Nothing in the Plan shall be deemed to require the Committee to grant an Option to any particular officer or employee of the Company, except as may be selected by the Com- mittee or directed by the Board (pursuant to Section 4(c) hereof). The granting of an Option in any year shall not give or entitle the Optionee to any right to similar option grants in future years. The amount of Capital Stock subject to outstanding Options plus the amount of Capital Stock sold pursuant to the exercise of Options in any preceding 12-month period shall not exceed the greater of: (i) $500,000; (ii) 15 percent of the Company's total assets measured as of the end of the Company's most recent fiscal year; or (iii) 15 percent of the outstanding shares of Capital Stock. In any case, the aggregate offering price of Optioned Stock and Capital Stock issued pursuant to the exercise of any Option in any preceding 12-month period, shall not exceed $5,000,000. Further, the aggregate amount of offers pursuant to this Plan in any 12-month period shall not exceed the maximum levels set forth above. -4- 6. Term of Plan. The Plan shall become effective upon January 22, 1991. It shall continue in effect for a term of five (5) years until the closing of business on January 22, 1996, unless sooner terminated under Section 16 of the Plan or unless all options granted under this Plan have expired, termi- nated or been exercised in full. The Plan shall maintain its records on the basis of the calendar year, which shall consti- tute the Plan Year. 7. Term of Option. The term of each Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement; provided, however, an Option may terminate sooner pursuant to the provi- sions of Section 9 of this Plan. The exercise term specified in the Stock Option Agreement shall be strictly enforced, and all such Options shall expire at the end of such term if not exercised or expired by another provision herein by such date. 8. Exercise Price and Consideration. (a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be Six Dollars ($6.00). (b) The consideration to be paid for each share of Optioned Stock, including the method of payment, shall be determined by the Committee and may consist entirely of cash, check, other shares of Capital Stock having a fair market value on the date of surrender equal to the ag- gregate exercise price of the Shares as to which said Op- tion shall be exercised, or any combination of such meth- ods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under the Iowa Business Corporation Act. In making its determination as to the type of consideration to accept, the Committee shall consider whether acceptance of such consideration may be reasonably expected to benefit the Company. (c) The proceeds of sale of Optioned Stock are to be added to the general funds of the Company available for its corporate purposes as determined by the Board. 9. Exercise of Option (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Com- mittee, including performance criteria with respect to the -5- Company and/or the Optionee, and as shall be permissible under the terms of the Plan. Each Option shall provide, as determined by the Committee, the time or times, at which and the number of shares for which it may be exercised. Unless otherwise provided in each Option, an Option may be exercised either at one time as to the total number of shares covered thereby, or from time to time as to any portion thereof. However, an Op- tion may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written no- tice of such exercise has been given to the Company in ac- cordance with the terms of the Option by the person en- titled to exercise the Option and full payment for the Optioned Stock has been received by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evi- denced by the appropriate entry on the books of the Com- pany or of a duly authorized transfer agent of the Com- pany) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock cer- tificate is issued, except as provided in Section 11 of the Plan. Exercise of an Option in any manner shall result in a de- crease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale un- der the Option, by the number of Shares as to which the Option is exercised. (b) Vesting. Except in the case of death or dis- ability, each Option granted under this Plan shall become exercisable in full on the date which is six months after the date the Option is granted to an Employee by the Com- mittee. (c) Termination of Status as an Employee. In the event of termination of the employment of an Optionee for any reason, other than death of the Optionee, whether by reason of resignation or discharge or retirement, the Op- tionee may, but only within thirty (30) days after the date he ceases to be an Employee of the Company, exercise his Option to the extent that he was entitled to exercise it at the date of such termination; provided, however: -6- (i) in the event the Optionee's termination of em- ployment with the Company is attributable to the Optionee's disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986), such Optionee (or his duly appointed representative) may exercise his Option at any time within six (6) months from the date of his termination of employment; (ii) in the event an Optionee is discharged for cause, of which the Committee shall be the sole judge, his or her Option shall expire on the date of discharge; (iii) the Committee in its sole discretion may de- termine whether for the purpose of the Plan, an Op- tionee who is on a leave of absence will be consid- ered as still in the employ of the Company, and the Committee in its sole discretion may determine whether an Option may be exercised during a leave of absence; and (iv) in the event an Optionee should accept employ- ment with a competitor, or enter into a competitive business without the prior written approval of the Board, the Option shall terminate on the date such Optionee leaves the employ of the Company. To the extent that the Optionee was not entitled to exer- cise the Option at the date of such termination, or if he does not exercise such Option (which he was entitled to exercise) within the time periods specified herein, the Option shall terminate. (d) Death of Optionee. In the event of the death of an Optionee: (i) during the term of the Option, if such Optionee is at the time of his death an Employee of the Com- pany or a Subsidiary and has been in Continuous Sta- tus as an Employee since the date of grant of the Option, the Option may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance; or (ii) within thirty (30) days after the termination of Continuous Status as an Employee, the Option may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's estate -7- or by a person who acquired the right to exercise the option by bequest or inheritance. 10. Non-Transferability of Options. An Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, 26 U.S.C. Section 1 et seq, or Title I of the Employee Retirement Income Security Act, or the rules thereunder. An option may be exercised, during the lifetime of the Optionee, only by the Optionee. 11. Adjustable Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company, the number of shares of Capital Stock covered by each outstanding Option, and the number of shares of Capital Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Capital Stock covered by each such outstanding Option, shall be proportionately ad- justed for any increase or decrease in the number of issued shares of the Company's common stock resulting from a stock split, reverse stock split, stock dividend, combination or re- classification of such common stock, or any other increase or decrease in the number of issued shares of common stock ef- fected without receipt of consideration by the Company; pro- vided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected with- out receipt of consideration." Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Capi- tal Stock subject to an Option. In the event of the proposed dissolution or liquida- tion of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless oth- erwise provided by the Committee. The Committee may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Committee and give each Optionee the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a Change in Control, the Option shall be assumed or an -8- equivalent option shall be substituted by such successor corpo- ration or a parent or subsidiary of such successor corporation, unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that the Optionee shall have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable at such time. If the Committee makes an Option fully exercisable in lieu of as- sumption or substitution in the event of a merger or sale of assets, the Committee shall notify the Optionee that the Option shall be fully exercisable for a period of ten (10) days from the date of such notice, and the Option will terminate upon the expiration of such period. 12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Committee makes the determination granting such Option, and nothing contained in this Plan shall otherwise be construed as the granting of an Option. Notice of the determination shall be given to each Employee to whom an Option is so granted within a reasonable time after the date of such grant. 13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option un- less the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provision of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regu- lations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. An Optionee shall execute and deliver all instruments of conveyance and transfer and take such other action as the Committee may reasonably re- quest as a condition to the conveyance and transfer of Optioned Stock to an Optionee. The Company shall not be obligated pur- suant to this Plan to register for sale under the Securities Act of 1933, as amended, or any state securities or "blue sky" law any Option or Shares. 14. Tax Withholding. The Company may withhold from any amounts payable under this Plan all federal, state, city, or other taxes as shall be required pursuant to any law or gov- ernmental regulation or ruling. Each Optionee shall also agree as a condition to receiving an Option hereunder, that the Com- pany may withhold any such taxes which may be imposed with re- spect to this Plan from the Optionee's compensation or, if the Optionee is not then employed by the Company, Optionee shall pay to Company the amount of any payroll taxes or tax withhold- ings which the Company may deem necessary in order to assure a -9- tax deduction for benefits which are payable to the Optionee in connection with this Plan. In addition, subject to such rules and regulations as the Committee shall from time to time estab- lish, an Optionee shall be permitted to satisfy federal, state, or local taxes, if any, imposed at the time of the exercise of the Option, at a rate equal to the Optionee's marginal rate of tax, by irrevocably electing to have the Company deduct from the number of Shares of Optioned Stock otherwise deliverable to the Optionee, Shares having a value equal to the amount of tax required to be withheld. Any such Shares which are used to satisfy tax withholding requirements shall be cancelled by the Company. 15. Legal Limitations. If the Company's unre- stricted and unreserved surplus is insufficient to allow pay- ment for any Shares required to be purchased by the Company hereunder, then the Company agrees to take such reasonable steps as may be necessary to authorize payment. In the event such authorization cannot be secured, the Company's obligation to purchase any such Shares shall be deferred until sufficient surplus is available. 16. Suspension, Amendment and Termination of the Plan. (a) Suspension, Amendment and Termination. The Board may suspend or terminate the Plan from time to time in such respects as the Board may deem advisable. The following revisions or amendments shall require approval of the holders of a majority of the outstanding common shares of the Company entitled to vote: (i) any material increase in the number of Shares subject to the Plan, other than in connection with an adjustment under Section 11 of the Plan; (ii) any material change in the designation of the class of employees eligible to be granted Options; or (iii) any material increase in the benefits accruing to participants under the Plan. No Option may be granted under the Plan during any suspen- sion or after the termination thereof. (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Op- tions already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between -10- the Optionee and the Committee, which agreement must be in writing and signed by the Optionee and the Company. 17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the re- quirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall re- lieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 18. No Employment Rights. Neither the establishment nor continuation of the Plan, nor the granting of Options here- under, shall be construed as conferring upon any Employee a right of continuing employment by the Company or otherwise re- strict the Company's rights to discharge any Employee at any time. 19. Other Benefits. The Options granted hereunder or the acquisition of Optioned Stock through the exercise of an Option shall not be includible as compensation to any Employee for purposes of any other benefit plan sponsored or maintained by the Company. 20. Shareholder Approval. Effectiveness of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. If such shareholder approval is obtained at a duly held shareholders' meeting, it may be obtained by the affirma- tive vote of the holders of a majority of the outstanding shares of the Company present or represented and entitled to vote thereon. HAWKEYE BANCORPORATION By: /s/ Robert W. Murray Its President -11- Adopted January 22, 1991. Approved by shareholders April 9, 1991. -12- -----END PRIVACY-ENHANCED MESSAGE-----