-----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, BKwK6MBVKT8XTBnYoJ0e2xUOYLEoR23+UHGTS/UTCUdtouDSMNWsFf2DQ++ShD6N JwTsBvjXf+ljLEtNe6OZXQ== 0000950168-97-000042.txt : 19970110 0000950168-97-000042.hdr.sgml : 19970110 ACCESSION NUMBER: 0000950168-97-000042 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 19970109 EFFECTIVENESS DATE: 19970109 SROS: AMEX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONSBANK CORP CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-16189 FILM NUMBER: 97503296 BUSINESS ADDRESS: STREET 1: NATIONSBANK CORPORATE CENTER STREET 2: NC1007 19 04 CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043865000 MAIL ADDRESS: STREET 1: NATIONALSBANK CORPORATE CENTER STREET 2: NC1007 19 04 CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 S-8 POS 1 NATIONSBANK CORP. S-8 POS #47054.1 ================================================================================ Registration No. 333-16189 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ POST - EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 UNDER THE SECURITIES ACT OF 1933 ------------------------------------ NationsBank Corporation (Exact Name of Registrant as Specified in Its Charter) North Carolina NationsBank Corporate Center 28255 56-0906609 (State or Other 100 North Tryon Street (Zip Code) (I.R.S.Employer) Jurisdiction of Charlotte, North Carolina Identification No.) Incorporation or (Address of Principal Organization) Executive Offices) ----------------------------------------------------------- Boatmen's Bancshares, Inc. Amended 1981 Incentive Stock Option Plan Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan Centerre Bancorporation 1987 Stock Incentive Plan First Interstate of Iowa, Inc. 1991 Stock Incentive Plan Sunwest Financial Services, Inc. 1987 Incentive Stock Option Plan First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 1) First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 2) Westside Bancshares, Incorporated Incentive Stock Option Plan Amended and Restated Fourth Financial Corporation 1981 Incentive Stock Option Plan Amended and Restated Fourth Financial Corporation 1986 Incentive Stock Option Plan Fourth Financial Corporation 1993 Incentive Stock Option Plan Fourth Financial Corporation 1993 Non-Employee Directors Stock Option Plan Worthen Banking Corporation 1984 Amended and Substituted Stock Option Plan Worthen Banking Corporation 1993 Stock Option Plan First New Mexico Bancshare Corporation 1983 Stock Option Plan (Full Title of the Plans) ----------------------------------------------------------------------------- PAUL J. POLKING, ESQ. Executive Vice President and General Counsel NationsBank Corporation NationsBank Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 (Name and Address of Agent for Service) (704) 386-5000 (Telephone Number, Including Area Code, of Agent for Service) ----------------------------------------------------------------------------- This Post-Effective Amendment No. 1 covers shares of the Registrant's Common Stock originally registered on the Registration Statement on Form S-4 to which this is an amendment. The registration fees in respect of such shares of Common Stock were paid at the time of the original filing of the Registration Statement on Form S-4 relating thereto. ============================================================================== PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents constituting a Prospectus (a "Prospectus") with respect to this Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 of NationsBank Corporation (the "Registrant") are kept on file at the offices of the Registrant in accordance with Rule 428 promulgated pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The Registrant will provide without charge to participants in the Boatmen's Bancshares, Inc. Amended 1981 Incentive Stock Option Plan, Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan, Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan, Centerre Bancorporation 1987 Stock Incentive Plan, First Interstate of Iowa, Inc. 1991 Stock Incentive Plan, Sunwest Financial Services, Inc. 1987 Incentive Stock Option Plan, First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 1), First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 2), Westside Bancshares, Incorporated Incentive Stock Option Plan, Amended and Restated Fourth Financial Corporation 1981 Incentive Stock Option Plan, Amended and Restated Fourth Financial Corporation 1986 Incentive Stock Option Plan, Fourth Financial Corporation 1993 Incentive Stock Option Plan, Fourth Financial Corporation 1993 Non-Employee Directors Stock Option Plan, Worthen Banking Corporation 1984 Amended and Substituted Stock Option Plan, Worthen Banking Corporation 1993 Stock Option Plan, and First New Mexico Bancshares Corporation 1983 Stock Option Plan (collectively the "Plans"), on the written or oral request of any such person, a copy of any or all of the documents constituting a Prospectus. Written requests for such copies should be directed to Charles J. Cooley, Principal Corporate Personnel Officer, NationsBank Corporation, NationsBank Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255. Telephone requests may be directed to (704) 386-5000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have been heretofore filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1995; (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 and Current Reports on Form 8-K filed January 12, 1996, February 1, 1996, March 8, 1996, April 17, 1996, May 16, 1996, July 5, 1996, July 31, 1996, September 6, 1996 (as amended by Form 8-K/A-1 filed September 11, 1996 and by Form 8-K/A-2 filed November 13, 1996), September 20, 1996 (as amended by Form 8-K/A-1 filed September 23, 1996), October 25, 1996, November 14, 1996, December 4, 1996 and December 17, 1996; and (c) The description of the Registrant's Common Stock contained in its registration statement filed pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effectiveness of this Registration Statement and prior to the filing of a post-effective amendment hereto that either indicates that all securities offered hereby have been sold or register all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document II-1 incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The Registrant will provide without charge to each person to whom a Prospectus constituting a part of this Registration Statement is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents which are not specifically incorporated by reference in such documents). Written requests for such copies should be directed to Charles J. Cooley, Principal Corporate Personnel Officer, NationsBank Corporation, NationsBank Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255. Telephone requests may be directed to (704) 386-5000. Item 5. Interests of Named Experts and Counsel. The legality of the Registrant's Common Stock to be issued in connection with the Plans has been passed upon by Paul J. Polking, Esq., Executive Vice President and General Counsel of the Registrant. As of the date of this Post-Effective Amendment No. 1 on Form S-8, Mr. Polking beneficially owned an aggregate of approximately 35,986 shares of the Registrant's Common Stock. Item 6. Indemnification of Directors and Officers. There are no provisions in the Registrant's Restated Articles of Incorporation, and no contracts between the Registrant and its directors and officers, relating to indemnification. The Registrant's Restated Articles of Incorporation prevent the recovery by the Registrant of monetary damages against its directors. However, in accordance with the provisions of the North Carolina Business Corporation Act (the "Act"), the Registrant's Amended and Restated Bylaws provide that, in addition to the indemnification of directors and officers otherwise provided by the Act, the Registrant shall, under certain circumstances, indemnify its directors, executive officers and certain other designated officers against any and all liability and litigation expense, including reasonable attorneys' fees, arising out of their status or activities as directors and officers, except for liability or litigation expense incurred on account of activities that were at the time known or reasonably should have been known by such director or officer to be clearly in conflict with the best interests of the Registrant. Pursuant to such Bylaws and as authorized by statute, the Registrant maintains insurance on behalf of its directors and officers against liability asserted against such persons in such capacity whether or not such directors or officers have the right to indemnification pursuant to the Bylaws or otherwise. In addition to the above-described provisions, Sections 55-8-50 through 55-8-58 of the Act contain provisions prescribing the extent to which directors and officers shall or may be indemnified. Section 55-8-51 of the Act permits a corporation, with certain exceptions, to indemnify a current or former director against liability if (i) he conducted himself in good faith, (ii) he reasonably believed (x) that his conduct in his official capacity with the corporation was in its best interests and (y) in all other cases his conduct was at least not opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a current or former director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with a proceeding charging improper personal benefit to him in which he was adjudged liable on such basis. The above standard of conduct is determined by the Board of Directors or a committee thereof, special legal counsel or the shareholders as prescribed in Section 55-8-55 of the Act. Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify a director or officer in the defense of any proceeding to which he was a party because of his capacity as a director or officer against reasonable expenses when he is wholly successful in his defense, unless the articles of incorporation provide otherwise. Upon application, the court may order indemnification of the director or officer if he is adjudged fairly and reasonably so entitled under Section 55-8-54. Section 55-8-56 of the Act allows a corporation to indemnify II-2 and advance to an officer, employee or agent who is not a director to the same extent as a director or as otherwise set forth in the corporation's articles of incorporation or bylaws or by a resolution of the board of directors. In addition, Section 55-8-57 of the Act permits a corporation to provide for indemnification of directors, officers, employees or agents, in its articles of incorporation or bylaws or by contract or resolution, against liability in various proceedings and to purchase and maintain insurance policies on behalf of these individuals. The foregoing is only a general summary of certain aspects of North Carolina law dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the relevant statutes which contain detailed specific provisions regarding the circumstances under which and the person for whose benefit indemnification shall or may be made and accordingly are incorporated herein by reference. Item 8. Exhibits. The following exhibits are filed with or incorporated by reference in this Registration Statement.
Exhibit No. Description of Exhibit 5.1 Opinion of Paul J. Polking, Esq. as to the legality of the securities * 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Paul J. Polking, Esq. (included in Exhibit 5.1) * 24.1 Power of Attorney and Certified Resolutions * 99.1 Boatmen's Bancshares, Inc. Amended 1981 Incentive Stock Option Plan 99.2 Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan 99.3 Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan 99.4 Centerre Bancorporation 1987 Stock Incentive Plan 99.5 First Interstate of Iowa, Inc. 1991 Stock Incentive Plan 99.6 Sunwest Financial Services, Inc. 1987 Incentive Stock Option Plan 99.7 First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 1) 99.8 First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 2) 99.9 Westside Bancshares, Incorporated Incentive Stock Option Plan 99.10 Amended and Restated Fourth Financial Corporation 1981 Incentive Stock Option Plan 99.11 Amended and Restated Fourth Financial Corporation 1986 Incentive Stock Option Plan II-3 99.12 Fourth Financial Corporation 1993 Incentive Stock Option Plan 99.13 Fourth Financial Corporation 1993 Non-Employee Directors Stock Option Plan 99.14 Worthen Banking Corporation 1984 Amended and Substituted Stock Option Plan 99.15 Worthen Banking Corporation 1993 Stock Option Plan 99.16 First New Mexico Bancshare Corporation 1983 Stock Option Plan 99.17 Provisions of North Carolina Business Corporation Act, as amended, relating to indemnification of directors and officers (incorporated herein by reference to Exhibit 99.1 of the NationsBank Corporation Registration Statement on Form S-3, Registration No. 33-63097)
- ---------------------- * Previously filed as an exhibit to the Registrant's Registration Statement on Form S-4 to which this is Post-Effective Amendment No. 1 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 the Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 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. (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. II-4 (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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 appropriate 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. II-5 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on January 9, 1997. NATIONSBANK CORPORATION By: * Hugh L. McColl, Jr. Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date * Chief Executive Officer and Director January 9, 1997 Hugh L. McColl, Jr. (Principal Executive Officer) * Vice Chairman and January 9, 1997 James H. Hance, Jr. Chief Financial Officer (Principal Financial Officer) * Executive Vice President and January 9, 1997 Marc D. Oken Chief Accounting Officer (Principal Accounting Officer) Chairman of the Board January __, 1997 Andrew B. Craig, III and Director * Director January 9, 1997 Ronald W. Allen * Director January 9, 1997 Ray C. Anderson * Director January 9, 1997 William M. Barnhardt II-6 Director January __, 1997 B. A. Bridgewater, Jr. Director January __, 1997 Thomas E. Capps * Director January 9, 1997 Charles W. Coker * Director January 9, 1997 Thomas G. Cousins * Director January 9, 1997 Alan T. Dickson Director January __, 1997 W. Frank Dowd, Jr. * Director January 9, 1997 Paul Fulton * Director January 9, 1997 Timothy L. Guzzle Director January __, 1997 C. Ray Holman * Director January 9, 1997 W. W. Johnson Director January __, 1997 Russell W. Meyer, Jr. * Director January 9, 1997 John J. Murphy Director January __, 1997 Richard B. Priory * Director January 9, 1997 John C. Slane II-7 Director January __, 1997 O. Temple Sloan, Jr. * Director January 9, 1997 John W. Snow * Director January 9, 1997 Meredith R. Spangler * Director January 9, 1997 Robert H. Spilman Director January __, 1997 Albert E. Suter * Director January 9, 1997 Ronald Townsend * Director January 9, 1997 E. Craig Wall, Jr. * Director January 9, 1997 Jackie M. Ward * Director January 9, 1997 Virgil R. Williams *By: /s/ Charles M. Berger ------------------------ Charles M. Berger Attorney-in-Fact
II-8 INDEX TO EXHIBITS
Exhibit No. Description of Exhibit 5.1 Opinion of Paul J. Polking, Esq. as to the legality of the securities * 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Paul J. Polking, Esq. (included in Exhibit 5.1.) * 24.1 Power of Attorney and Certified Resolutions * 99.1 Boatmen's Bancshares, Inc. Amended 1981 Incentive Stock Option Plan 99.2 Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan 99.3 Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan 99.4 Centerre Bancorporation 1987 Stock Incentive Plan 99.5 First Interstate of Iowa, Inc. 1991 Stock Incentive Plan 99.6 Sunwest Financial Services, Inc. 1987 Incentive Stock Option Plan 99.7 First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 1) 99.8 First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 2) 99.9 Westside Bancshares, Incorporated Incentive Stock Option Plan 99.10 Amended and Restated Fourth Financial Corporation 1981 Incentive Stock Option Plan 99.11 Amended and Restated Fourth Financial Corporation 1986 Incentive Stock Option Plan 99.12 Fourth Financial Corporation 1993 Incentive Stock Option Plan 99.13 Fourth Financial Corporation 1993 Non-Employee Directors Stock Option Plan 99.14 Worthen Banking Corporation 1984 Amended and Substituted Stock Option Plan 99.15 Worthen Banking Corporation 1993 Stock Option Plan 99.16 First New Mexico Bancshare Corporation 1983 Stock Option Plan 99.17 Provisions of North Carolina Business Corporation Act, as amended, relating to indemnification of directors and officers (incorporated herein by reference to Exhibit 99.1 of the Registrant's Registration Statement on Form S-3, Registration No. 33-63097)
- ---------------------- * Previously filed as an exhibit to the Registrant's Registration Statement on Form S-4 to which this is Post-Effective Amendment No. 1 EX-23 2 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (Registration No. 333-16189) of NationsBank Corporation of our report dated January 12, 1996, which appears on page 46 of NationsBank Corporation's 1995 Annual Report to Shareholders, which is incorporated by reference in NationsBank Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Charlotte, North Carolina January , 1997 EX-99 3 EXHIBIT 99.1 EXHIBIT 99.1 BOATMEN'S BANCSHARES, INC. AMENDED 1981 INCENTIVE STOCK OPTION PLAN 1. Purpose The purpose of the 1981 Incentive Stock Option Plan (the "Plan") of Boatmen's Bancshares, Inc. (the "Corporation") is to provide increased incentive for certain key employees of the Corporation and its subsidiaries and to encourage them to acquire a proprietary interest in the Corporation. 2. Shares The shares which may be issued under the Plan shall be limited to 600,000 (subject to adjustment as provided in Section 12) of the $10.00 par value common shares of the Corporation. Such shares may be either authorized but unissued shares or treasury shares. 3. Administration The Plan shall be administered by the Compensation and Stock Option Committee (the "Committee"), composed of three or more directors of the Corporation who are not officers or employees thereof. Members of the Committee shall be appointed by and shall serve at the pleasure of the Board of Directors. Subject to the express provisions of the Plan, the Committee shall have complete authority to determine the individuals to whom and the time or times when options shall be granted and when they may be exercised, to specify the terms and provisions of the options, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to the conduct of the Committee's affairs, and to make all other determinations necessary or advisable for the administration of the Plan. All determinations by the Committee shall be conclusive. 4. Eligibility Options may be granted only to key employees of the Corporation or its subsidiaries, including but not limited to officers, whether or not they are directors of the Corporation or its subsidiaries. An option may not be granted to any person who, at the time the option is granted, owns, within the meaning of ss.425(d) of the Internal Revenue Code, more than 10% of the total combined voting power of all classes of stock of the Corporation or any of its subsidiaries, unless, at the time such option is granted, the option price is at least 110 percent of the fair market value of the shares subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. 5. Option Price The price per share for shares to be sold pursuant to an option shall be not less than the fair market value thereof on the date on which the option is granted, as determined by the Committee. -2- 6. Limitations on Grants per Employee With respect to options granted after December 31, 1986, the aggregate fair market value, determined at the time the option is granted, of the shares with respect to which options are exercisable for the first time by an employee during any calendar year (under all stock option plans of the Corporation and its subsidiaries to which the provisions of ss.422A of the Internal Revenue Code apply) shall not exceed $100,000. 7. Option Period and Limitations on Right to Exercise An option by its terms may be exercised only during an option period commencing on the date on which the option is granted and ending ten years thereafter, provided, however, that the Committee may specify a period or periods within such option period during which one or more portions or all of the total number of shares to which such option relates may not be purchased and, except as set forth in Sections 10 and 11 hereof, no option may be exercised unless the optionee is then in the employ of the Corporation or of one of its subsidiaries and shall have been continuously so employed since the date of the grant of his option. With respect to options granted prior to January 1, 1987, each option may not be exercised while such employee holds any outstanding previously granted incentive stock option to purchase shares in the Corporation or in a corporation which is a -3- subsidiary of the Corporation or in a predecessor of any such corporations. 8. Payment for Shares Full payment for shares purchased shall be made at the time of exercise of the option. Such payment shall be made in cash or, if authorized by the Committee in the option grant, in whole or in part in common shares of the Corporation valued at fair market value, as determined by the Committee. Options may be exercised in whole or in part. No shares will be issued until full payment therefore has been made and the optionee shall have none of the rights of a stockholder until such payment is made. 9. Non-transferability of Options An option granted under the Plan by its terms shall not be transferable otherwise than by will or by the laws of descent and distribution and shall be exercisable, during the lifetime of the optionee, only by him. 10. Termination of Employment If the employment of an optionee is terminated other than by reason of his death, he may exercise his option, to the extent that he was entitled to exercise it at the date of such termination of employment, at any time within three months after such termination or, in case of an optionee who is disabled (within -4- the meaning of ss.105(d)(4) of the Internal Revenue Code) within one year after such termination, provided that an optionee whose employment is terminated by reason of conduct which the Committee determines to have been knowingly fraudulent, deliberately dishonest or willful misconduct shall forfeit all rights hereunder and provided further that no exercise of any option may take place later than ten years from the date of grant of such option. No change in the duties of an optionee, while in the employ of the Corporation or of one of its subsidiaries, or any transfer among them shall constitute termination of employment by the Corporation and its subsidiaries. Nothing in the Plan or in any option shall be deemed to create any limitation or restriction on such rights as the Corporation and its subsidiaries otherwise would have to terminate the employment of any person at any time for any reason. 11. Death of Optionee In the event of the death of an optionee, either while employed by the Corporation or within three months after termination of his employment, his option may be exercised, to the extent that he was entitled to exercise it at the date of his death, by his estate, or by any person who acquired the right to exercise such option by bequest or inheritance or by reason of the death of the optionee, at any time, but in no event after ten years from the date of the grant of the option. -5- 12. Effect of Change in Shares If there is any change in the shares of the Corporation by reason of stock dividends, split-ups or consolidations of shares, recapitalizations, mergers, consolidations, reorganizations, combinations or exchange of shares, the number and class of shares available for options and the number of shares subject to any outstanding option, and the price thereof, shall be appropriately adjusted by the Committee, provided, however, that if the Corporation shall issue additional capital stock of any class for consideration, there shall be no adjustment. 13. Amendment or Termination Unless the Plan shall theretofore have been terminated as hereinafter provided, the Plan shall terminate on, and no option shall be granted hereunder after December 7, 1991, (ten years from the date of its adoption by the Board of Directors of the Corporation). The Board of Directors of the Corporation may, at any time prior to that date, terminate the Plan or make such modifications of the Plan as it may deem advisable; provided, however, that neither the Board nor the Committee may, without further approval by the holders of the voting shares of the Corporation, (a) increase the maximum number of share for which options may be granted (subject to the provisions of Section 12 hereof), (b) change the class of employees to whom options may be -6- granted, (c) decrease the minimum option price provided in the Plan or (d) extend the period during which options may be granted or exercised. 14. Regulatory Authority It is intended that options granted under the Plan shall be incentive stock options within the meaning of the provisions of ss.421-425 of the Internal Revenue Code and the regulations issued thereunder and shall be entitled to the benefits afforded thereby. (References in the Plan to such provisions and regulations shall be deemed to refer as well to any enacted or issued in lieu thereof.) The Plan shall be administered in such a manner as to effectuate such intention and shall be construed and interpreted in accordance with such provisions and regulations. Each option grant shall be subject to, and no exercise of any option shall be effective unless and until there shall have been, compliance, to the extent the Committee shall deem advisable, with the requirements of all applicable federal, state and other pertinent regulatory authority. 15. Effective Date of Plan The Plan shall be effective as of February 10, 1987, only if it shall be approved within twelve months thereafter by the shareholders of the Corporation as required by the Internal Revenue Code and the regulations issued thereunder and -7- no option granted hereunder, if any, after such effective date but prior to such approval may be exercised unless and until such approval shall have been granted. -8- EX-99 4 EXHIBIT 99.2 EXHIBIT 99.2 BOATMAN'S BANCSHARES, INC. 100 North Broadway, St. Louis Missouri 63102 (314) 425-7525 1987 NON-QUALIFIED STOCK OPTION PLAN General Information This Prospectus is intended to furnish to eligible employees of the Corporation and subsidiaries of the Corporation information regarding the 1987 Non-Qualified Stock Option Plan (the "Plan"). The Plan was adopted by the Board of Directors of the Corporation on February 10, 1987, was amended by the Board on March 10, 1987, and approved by the shareholders on April 28, 1987. Key employees of the Corporation and its subsidiaries are eligible to participate in the Plan. Under the Plan, such eligible employees may receive options to purchase shares of the Corporation's common stock ("Common Stock"). The Plan is not a qualified plan under Section 401(a) of the Internal Revenue Code of 1986 ("the Code"), and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. No person has a right under the Plan, or pursuant to any contract entered into in connection therewith, to create a lien on any Plan assets. On February 24, 1987, options to purchase 96,900 shares of Common Stock at a per share price of $40.25 were granted under the Plan to nine key employees of the Corporation and its subsidiaries. Such options become exercisable as to all or portions of the shares subject to each option on various dates within the next five calendar years and remain exercisable for various periods ending no later than February 24, 1997. Description of the 1987 Non-Qualified Stock Option Plan The following is a summary of the Plan. This summary does not purport to be complete. Reference is made to the Plan for a complete statement of the terms and provisions thereof. Purpose. The purpose of the Plan is to provide increased incentive for certain key employees of the Corporation and its subsidiaries and to encourage them to acquire a proprietary interest in the Corporation. Number of Shares. The number of shares of Common Stock which may be issued under the Plan is limited to 500,000, subject to adjustment in the event of certain changes affecting the shares. See "Changes in Shares." Limitations on Grants per Employee. Under the Plan, there is no specified maximum or minimum on the number or aggregate dollar value of shares which employees may be granted options to purchase within any given period of time. -1- Administration. The Plan is administered by the Corporation's Compensation and Stock Option Committee (the "Committee"), which is composed of three or more directors of the Corporation who are not officers or employees of the Corporation and who are appointed by and serve at the pleasure of the Board of Directors of the Corporation. The present members of the Committee are Ellis L. Brown, Chairman, Ronald L. Aylward, George H. Capps, Ilus W. Davis, John E. Hayes, Jr., and Lee M. Liberman and their address is 100 North Broadway, St. Louis, Missouri 63102. Subject to the terms of the Plan, the Committee determines when and to whom options will be granted, the option price for each such option and when such option may be exercised. The Committee has full authority to interpret and regulate the Plan and the options granted thereunder. All determinations by the Committee are conclusive. Option Price. The per share price at which shares may be purchased pursuant to any option granted under the plan shall not be less than the fair market value of Common Stock on the date on which the option is granted, as determined by the Committee. Once determined by the Committee in the option grant, the option price may not subsequently be modified, subject to adjustment by the Committee in the event of certain changes affecting the shares. See "Changes in Shares." Participation. Options may be granted to any person who, at the time of the grant, is a key employee of the Corporation or its subsidiaries, including but not limited to officers, whether or not they are directors. Stock Appreciation Rights. Any option to purchase Common Stock of the Corporation granted under the Plan may be accompanied by a related stock appreciation right ("SAR"), at the discretion of the Committee. An optionee holding an option accompanied by a SAR may elect to exercise the SAR instead of the option itself, with respect to all or a portion of the shares subject to exercise under the option, in which event the optionee is not required to advance any payment and receives, in lieu of shares of Common Stock, an amount in cash equal to the excess of the total fair market value of shares as to which the SAR is being exercised on the date of exercise over the aggregate option price of such shares. SAR's are granted subject to the same terms and conditions as the related options, are exercisable only to the extent the related options are exercisable and terminate when the options terminate. Exercise of a SAR by any director or officer of the Corporation must be effected in conformity with certain rules and regulations promulgated by the Securities and Exchange Commission, which, among other things, permit such exercise only during "window periods" following the release by the Corporation of quarterly or annual financial information. Specifically, exercise of a SAR by an officer or director of the Corporation may be effected only during the period beginning on the third business day following the date the Corporation releases its quarterly or annual financial information and ending on the twelfth business day following the date of release. Exercise of a SAR becomes effective upon receipt by the Committee of a written notice of election to exercise or, if all conditions to exercise are not then satisfied, on the first subsequent date when such conditions are satisfied. Exercise of a SAR will reduce the number of shares subject to exercise under the related option as though the option itself had been exercised. Time of Exercise. An option granted under the Plan by its terms may be exercised only during an option period which is determined by the Committee and set forth in the grant but which may not extend beyond ten years form the date of grant. Also see -2- "Termination of Employment." The Committee is authorized under the Plan to impose further restrictions upon the right to exercise within the option period. Any exercise during the option period is subject to satisfaction of all required conditions to exercise. See "Other Conditions to Exercise." Other Conditions to Exercise. No option may be exercised unless all requirements of applicable Federal, state or other pertinent regulatory authority have been complied with to the extent the Committee deems advisable. Method of Exercise of Options; Payment. An option granted under the Plan is exercised in whole or in part by payment in full for the number of shares as to which it is being exercised. Such payment may be made in cash or, if authorized by the Corporation in the grant, in whole or in part in Common Stock valued at fair market value, as determined by the Committee. Upon such payment, a certificate or certificates for the full number of shares then being purchased will be issued and delivered to the optionee. The optionee will have no rights as a shareholder with respect to the shares as to which the option is being exercised until full payment for those shares has been received by the Corporation and the shares have been issued. Non-Transferability. No option granted under the Plan is transferable otherwise than by will or by the laws of descent and distribution and each such option is exercisable, during the lifetime of optionee, only by the optionee. Termination of Employment. If the employment of an optionee by the Corporation or any subsidiary of the Corporation is terminated other than by reason of death, disability (within the meaning of section 105(d)(4) of the Internal Revenue Code) or retirement, the right of the optionee to exercise any option then exercisable by him will terminate at the earlier of one year after the date of termination of employment or the date the option otherwise terminates. Notwithstanding the foregoing, an optionee whose employment is terminated by reason of conduct which the Committee determines to have been knowingly fraudulent, deliberately dishonest or willful misconduct shall forfeit all rights under the Plan. No change in the duties of an optionee or any transfer of the optionee among the Corporation and its subsidiaries shall constitute termination of employment. Death, disability or retirement will not affect the term of an option. Death of Optionee. In the event of the death of an optionee prior to the exercise or termination of exercisability of an option granted him under the Plan, the optionee's estate, or any person who acquires the right to exercise the option by bequest or inheritance or by reason of the death of the optionee, may, at any time prior to the normal end of the option period, exercise the option to the same extent the optionee would be entitled to exercise such option were optionee alive. Changes in Shares. If there is any change in the shares of the Corporation's stock by reason of stock dividends, stock splits or other changes in capitalization, the number and class of shares subject to options and the price thereof and the number of SAR's shall be appropriately adjusted by the Committee. If the Corporation issues additional capital stock of any class for a consideration, no adjustment will be made. Amendment or Termination of the Plan. The Board of Directors of the Corporation may modify, amend or terminate the Plan at any time, except that, if not earlier termi- -3- nated by action of the Board, the Plan shall terminate on, and no option shall be granted under the Plan after February 10, 1997. Termination of the Plan will not affect nor terminate the exercisability of options previously granted under the Plan and then outstanding. Federal Income Tax Consequences It is intended that options granted under the Plan will NOT be "incentive stock options" within the meaning of Section 422A of the Code. No income will be recognized by an optionee when an option is granted to him under the Plan nor will the Corporation receive any tax deduction at the time of grant. Upon exercise of an option, the difference between the fair market value of the shares acquired at the time of exercise and the option price of such shares will be treated for Federal income tax purposes as ordinary income received as additional compensation, subject to Federal income tax withholding and employment tax provisions, and the Corporation will receive a corresponding tax deduction. In the case of persons subject to Section 16(b) of the Exchange Act (including directors, officers and 10% shareholders of the Corporation), the amount of ordinary income is determined on the basis of the fair market value of the shares on the date six months after the date of exercise (or on the date the Section 16(b) restriction lapses, if earlier), unless the optionee files an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days after the date the option is exercised, in which case the general rule set forth in the preceding paragraph applies. The optionees' basis in shares received upon exercise of an option will equal the fair market value thereof on the date of exercise (or, if Section 16(b) of the Exchange Act applies, the later-date fair market value used to determine the amount of ordinary income.) Generally, subsequent sales of such shares will result in recognition of capital gain or loss, which may be long-term or short-term, depending on how long the shares were held before the disposition. Upon exercise of a SAR, cash amounts received will be treated for Federal income tax purposes as ordinary income received as additional compensation, subject o Federal income tax withholding and employment tax provisions, and the Corporation will receive a corresponding tax deduction. All optionees are urged to consult their own tax advisers to determine the particular tax consequences to them of their receipt or exercise of options or SAR's under the Plan and any subsequent disposition by them of shares received upon exercise of options. -4- Resales of Shares Received Through the Plan Normally, optionees who receive shares of Common Stock upon exercise of options granted to them under the Plan may resell such shares immediately following receipt without registration under applicable securities laws. Nevertheless, persons who are "affiliates" of the Corporation within the meaning of the Securities Act of 1933 (the "Act") by virtue of their direct or indirect control over the Corporation may reoffer or resell such shares following receipt thereof only if such reoffers and resales are separately registered under the Act or and exemption form registration is available. An exemption often relied upon for such resales is that contained in Rule 144 under the Act for resales by affiliates that meet specified conditions. Affiliates may not use this Prospectus to reoffer or resell such shares. Under usual circumstances, directors and executive officers of the Corporation would likely be deemed to be "affiliates" of the Corporation under the Act. Legal Matters The legality of the issues of shares of Common Stock offered hereunder has been passed upon for the Corporation by Lewis & Rice, 611 Olive Street, St. Louis, Missouri 63101. As of June 19, 1987, partners of, and attorneys employed by Lewis & Rice owned directly or indirectly an aggregate of 8,830 shares of Common Stock. Commission Position on Indemnification Article XIII of the Corporation's Restate Articles of Incorporation provides that it shall indemnify its directors and certain of its executive offices to the full extent specified in Section 351.355 of the Revised Statutes of Missouri (the "Indemnification Statute") and, in addition, shall indemnify such persons against all expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) incurred by them in connection with may claim (including one by or in the right of a corporation) by reason or arising out of their serving in any of the various capacities set forth in the Indemnification Statute, except that such indemnification shall not apply to conduct finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Article XIII also provides that the Corporation may indemnify other officers, employees and agents to the full extent specified in the Indemnification Statute and may extend to them such additional indemnification. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, the Corporation has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. -5- EX-99 5 EXHIBIT 99.3 EXHIBIT 99.3 BOATMEN'S BANCSHARES, INC. 1991 INCENTIVE STOCK OPTION PLAN 1. Purpose The purpose of the 1991 Incentive Stock Option Plan (the "Plan") of Boatmen's Bancshares, Inc. (the "Corporation") is to provide increased incentive for certain key employees of the Corporation and its subsidiaries and to encourage them to acquire a proprietary interest in the Corporation. 2. Shares The shares which may be issued under the Plan shall be limited to 1,000,000 (subject to adjustment as provided in Section 12) of the $1.00 par value common shares of the Corporation. Such shares may be either authorized but unissued shares or treasury shares. 3. Administration The Plan shall be administered by the Compensation Committee of the Corporation (the "Committee"), composed of three or more directors of the Corporation who are not officers or employees thereof. Members of the Committee shall be appointed by and shall serve at the pleasure of the Board of Directors. Subject to the express provisions of the Plan, the Committee shall have complete authority to determine the individuals to whom and the time or times when options shall be granted and when they may be exercised, to specify the terms and provisions of the options, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to the conduct of the Committee's affairs, and to make all other determinations necessary or advisable for the administration of the Plan. All determinations by the Committee shall be conclusive. 4. Eligibility Options may be granted only to key employees of the Corporation or its subsidiaries, including but not limited to officers, whether or not they are directors of the Corporation or its subsidiaries. An option may not be granted to any person who, at the time the option is granted, owns, within the meaning of ss.424(d) of the Internal Revenue Code, more than 10% of the total combined voting power of all classes of stock of the Corporation or any of its subsidiaries, unless, at the time such option is granted, the option price is at least 110% of the fair market value of the shares subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. 5. Option Price The price per share for shares to be sold pursuant to an option shall be not less than the fair market value thereof on the date on which the option is granted, as determined by the Committee. 6. Limitations on Grants per Employee The aggregate fair market value, determined at the time the option is granted, of the shares with respect to which options are exercisable for the first time by an employee during any calendar year (under all stock option plans of the Corporation and its subsidiaries to which the provisions of ss.422 of the Internal Revenue Code apply) shall not exceed $100,000. 7. Option Period and Limitations on Right to Exercise An option by its terms may be exercised only during an option period commencing on the date on which the option is granted and ending ten years thereafter, provided, however, that the Committee may specify a period or periods within such option period during which one or more portions or all of the total number of shares to which such option relates may not be purchased; and except as set forth in Sections 10 and 11 hereof, no option may be exercised unless the optionee is then in the employ of the Corporation or of one of its subsidiaries and shall have been continuously so employed since the date of the grant of his option. 8. Payment for Shares Full payment for shares purchased shall be made at the time of exercise of the option. Such payment shall be made in cash or, if authorized by the Committee in the option grant, in whole or in part in common shares of the Corporation valued at fair market value, as determined by the Committee. Options may be exercised in whole or in part. No shares will be issued until full payment therefore has been made and the optionee shall have none of the rights of a stockholder until such payment is made. 9. Non-transferability of Options An option granted under the Plan by its terms shall not be transferable otherwise than by will or by the laws of descent and distribution and shall be exercisable, during the lifetime of the optionee, only by the optionee, or the optionee's guardian or legal representative. 10. Termination of Employment If the employment of an optionee is terminated other than by reason of his death, he may exercise his option, to the extent that he was entitled to exercise it at the date of such termination of employment, at any time within three months after such termination or, in case of an optionee who is disabled (within the meaning of ss.22(e)(3) of the Internal Revenue Code) within one year after such termination, provided that an optionee whose employment is terminated by reason of conduct which the Committee determines to have been knowingly fraudulent, deliberately dishonest or willful misconduct shall forfeit all rights hereunder and provided further that no exercise of any option may take place later than ten years from the date of grant of such option. No change in the duties of an optionee, while in the employ of the Corporation or of one of its subsidiaries, or any transfer among then shall constitute termination of employment by the Corporation and its subsidiaries. Nothing in the Plan or in any option shall be deemed to create any limitation or restriction on such rights as the Corporation and its subsidiaries otherwise would have to terminate the employment of any person at any time for any reason. 11. Death of Optionee In the event of the death of an optionee, either while employed by the Corporation or within three months after termination of his employment, his option may be exercised, to the extent that he was entitled to exercise it at the date of his death, by his estate, or by any person who acquired the right to exercise such option by bequest or inheritance or by reason of the death of the optionee, at any time, but in no event after ten years from the date of the grant of the option. 2 12. Effect of Change in Shares If there is any change in the shares of the Corporation by reason of stock dividends, split-ups or consolidations of shares, recapitalizations, mergers, consolidations, reorganizations, combinations or exchange of shares, the number and class of shares available for options and the number of shares subject to any outstanding option, and the price thereof, shall be appropriately adjusted by the Committee, provided, however, that if the Corporation shall issue additional capital stock of any class for consideration, there shall be no adjustment. 13. Amendment or Termination Unless the Plan shall theretofore have been terminated as hereinafter provided, the Plan shall terminate on, and no option shall be granted hereunder after January 22, 2001 (ten years from the date of its adoption by the Board of Directors of the Corporation). The Board of Directors of the Corporation may, at any time prior to that date, terminate the Plan or make such modifications of the Plan as it may deem advisable. 14. Regulatory Authority It is intended that options granted under the Plan shall be incentive stock options within the meaning of the provisions of ss.421-425 of the Internal Revenue Code and the regulations issued thereunder and shall be entitled to the benefits afforded thereby. (References in the Plan to such provisions and regulations shall be deemed to refer as well to any enacted or issued in lieu thereof.) The Plan shall be administered in such a manner as to effectuate such intention and shall be construed and interpreted in accordance with such provisions and regulations. Each option grant shall be subject to, and no exercise of any option shall be effective unless and until there shall have been, compliance, to the extent the Committee shall deem advisable, with the requirements of all applicable federal, state and other pertinent regulatory authority. 15. Effective Date of Plan The Plan shall be effective as of January 22, 1991, only if it shall be approved within twelve months thereafter by the shareholders of the Corporation as required by the Internal Revenue Code and the regulations issued thereunder and no option granted hereunder, if any, after such effective date but prior to such approval may be exercised unless and until such approval shall have been granted. 3 EX-99 6 EXHIBIT 99.4 4 EXHIBIT 99.4 CENTERRE BANCORPORATION 1987 STOCK INCENTIVE PLAN 1. Purpose of the Plan The Centerre Bancorporation 1987 Stock Incentive Plan is intended as an incentive to, and to encourage ownership of Centerre Bancorporation's ("Centerre") stock by, certain key Executive Employees (as herein defined) of Centerre and its Subsidiaries. 2. Definitions A. "Board" means the Board of Directors of Centerre. B. "Centerre" means Centerre Bancorporation, a Missouri corporation. C. "Committee" means the committee designated in paragraph 5 hereof. D. "Common Stock" means shares of the authorized but unissued Common Stock, par value Ten Dollars ($10.00) per share, of Centerre or such stock which has previously been issued but is held in the treasury of Centerre. E. "Disability" means the inability to engage in any substantial gainful activity by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last -1- for a continuous period of not less than twelve (12) months. An individual shall not be considered to have suffered a Disability unless he furnishes to the Committee proof of the existence thereof in such form and manner and at such times as required by the Secretary of the Treasury of the United States. F. "Incentive Stock Option" ("ISO") means an option which meets the requirements of Section 422A(b) of the Internal Revenue Code of 1986, as amended from time to time. G. "Key Executive Employee" means a person who is employed in a position of administrative or managerial responsibility by Centerre or a Subsidiary. H. "Non-Qualified Stock Option" (NQO") means an option which is not an ISO. I. "Parent" means any corporation (other than Centerre or a Subsidiary) in an unbroken chain of corporations ending with Centerre if, at the time of the granting of an ISO, NQO or Performance Share, each of the corporations, other than Centerre or a Subsidiary, owns stock possessing fifty percent (50%) or more of all classes of stock in one of the other corporations in such chain. J. "Participant" means a Key Executive Employee who is selected by the Committee to receive a grant under the Plan. K. "Performance Cycle" means the period of years designated by the Committee during which the performance of Centerre is measured for the purpose of determining the extent to which a grant of Performance Shares has been earned. -2- L. "Performance Share" means a phantom share equivalent to one share of Common Stock. M. "Plan" means the Centerre Bancorporation 1987 Stock Incentive Plan. N. "Subsidiary" means any corporation, other than Centerre, in an unbroken chain of corporations beginning with Centerre, is at the time of grant of an ISO, NQO or Performance Share hereunder each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. O. "Vesting Formula" means the formula established by the Committee for a Performance Cycle to determine the timing and extent to which Performance Shares granted for such Performance Cycle are earned. 3. Stock Subject to the Plan There has been allocated to the Plan and reserved for issue upon the exercise of ISO's or NQO's granted under the Plan or for grant of Performance Shares an aggregate of four hundred eighty-five thousand (485,000) shares of Common Stock; provided, however, that no more than seventy-five thousand (75,000) shares of such Common Stock may be granted as Performance Shares. If any such options shall expire or terminate for any reason without having been exercised in full, or a Performance Share is forfeited for any reason prior to the end of the applicable Performance Cycle, the shares subject thereto shall again be available for the purpose of the Plan. To the extent Performance Shares are unearned at the end of the applicable -3- Performance Cycle, such shares shall not thereafter be available for new grants under the Plan. 4. Administration The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have complete authority to: (a) interpret the Plan; (b) prescribe, amend and rescind rules and regulations relating to the Plan; (c) determine the individuals to whom, and the time or times at which, ISO's, NQO's and Performance Shares shall be granted; (d) determine the number of shares to be subject to each ISO, NQO and Performance Share grant and the terms and provisions of each ISO, NQO and Performance Share agreement; (e) determine the duration of each Performance Cycle, which may vary in length from and overlap with preceding Performance Cycles; (f) determine the vesting Formula for each Performance Cycle which shall reflect key financial and strategic objectives. During any Performance Cycle, the Committee may adjust the vesting formula for such Performance Cycle as it deems equit- -4- able in recognition of unusual or non-recurring events affecting Centerre; and (g) make all determinations not specifically set forth in (a) through (f) above which it considers necessary or desirable for the administration of the Plan. The determination of the Committee with respect to (a) through (g) above shall be final. 5. The Committee The Committee shall be the Human Resources Committee of Centerre or such other committee as is designated by the Board. It shall consist of three (3) or more members of the Board who qualify as "disinterested persons," as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time. The Committee shall be appointed by the Board, which may from time to time appoint members of the Committee in substitution for members previously appointed and may fill vacancies, however caused, in the Committee. The Committee may select on of its members as its Chairman and shall hold its meetings at such time and places as it may determine. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a Secretary, shall keep minutes of its -5- meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable. 6. Eligibility ISO's, NQO's and Performance Shares may be granted under the Plan only to Key Executive Employees of Centerre or its Subsidiaries. 7. Stock Options A. Option Price. The purchase price of the Common Stock under each ISO issued hereunder shall not be less than one hundred percent (100%) of the fair market value of the Common Stock at the time of the grant of the ISO. The purchase price of the Common Stock under each NQO issued hereunder shall not be less than eighty-five percent (85%) of the fair market value of the Common Stock at the time of the grant of the NQO. The fair market value shall generally be considered to be the mean between the high and low selling prices of the Common Stock as reported on the NASDAQ system at the close of business on the day the ISO or NQO is granted; provided, however, that the Committee may adopt any other criterion for the determination of such fair market value as it may in good faith determine to be appropriate. It is the intent of Centerre that all ISO's granted under the Plan shall be exercisable at the fair market value of the Common Stock on the date of grant as determined in good faith and that all NQO's granted under the Plan shall be exercisable at no less than eighty-five percent (85%) of the fair market value -6- of the Common Stock on the date of grant as determined in good faith. B. Payment of Option Price. The purchase price is to be paid in full upon the exercise of an ISO or NQO, either (1) in cash, or (2) in the discretion of the Committee, by the tender to Centerre of shares of the Common Stock owned by the optionee and registered in his name having a fair market value equal to the cash exercise price of the option being exercised, with the fair market value of such stock to be determined in such appropriate manner as may be provided for by the Committee or as may be required in order to comply with, or to conform to the requirements of, any applicable law or regulation, or (3) in the discretion of the Committee, by any combination of the payment methods specified in clauses (1) and (2) hereof; provided, however, that no shares of Common Stock may be tendered in exercise of an option if such shares were acquired by the optionee through the exercise of an ISO unless (i) such shares have been held by the optionee for at least one year, and (ii) at least two years have elapsed since such ISO was granted. The Proceeds of sale of stock subject to ISO's or NQO's are to be added to the general funds of Centerre or to the shares of the Common Stock held in treasury and used for the corporate purposes of Centerre as the Board shall determine. C. Limitation on Exercise of ISO's. The maximum aggregate fair market value (determined as of the time an ISO is -7- granted) of Common Stock with respect to which ISO's are first exercisable by an optioneee in any calendar year (under all plans of Centerre and its Parent and Subsidiaries) shall not exceed an aggregate fair market value of one hundred thousand dollars ($100,000.00). D. Term and Exercise of Options. The term of each ISO or NQO granted hereunder shall not be more than ten (10) years from the date of granting thereof. Within such limit, each ISO or NQO will be exercisable at such time or times, and subject to such restrictions and conditions, as the Committee shall, in each instance, approve, which need not be uniform for all optionees; provided, however, that, notwithstanding the term of an option except as provided in subparagraphs E and F following, no ISO or NQO may be exercised at any time unless the optionee is then an employee of Centerre or a Subsidiary and has been so employed continuously since the granting of the ISO or NQO. E. Termination of Employment. In the event that any optionee shall cease to be employed either by Centerre or any of its Subsidiaries other than by reason of death or Disability, such optionee may (unless otherwise provided in his option agreement) exercise an option, if it has not been canceled, to the extent he was entitled to exercise it at the time of such termination of employment, at any time during the period beginning thirty-one (31) days after such termination and ending ninety (90) days after such termination, but not after ten (10) Years -8- from the date of the granting thereof. Notwithstanding the foregoing, the Committee, in accordance with paragraph 4 of the Plan, may, within the thirty (30) day period beginning with the termination of employment of the optionee, in its sole discretion, with or without cause, cancel the option. ISO's and NQO's granted under the Plan shall not be affected by any change of employment so long as the holder continues to be an employee of Centerre or any of its Subsidiaries. F. Death or Disability of Holder of Option. In the event of the death of an optionee while he is employed by Centerre or any of its Subsidiaries, or within three (3) months after termination of his employment, the option theretofore granted to him may be exercised by the executor or administrator of his estate or by the person or persons by whom his rights under such option shall pass by his will or the laws of descent and distribution at any time within twelve (12) months after his death, but not after ten (10) years from the date of granting thereof, or such shorter period as shall be prescribed in such option, and only if and to the extent he was entitled to exercise the option at the date of his death. If the optionee terminates employment on account of Disability he may exercise such option to the extent he was entitled to exercise it at the date of such termination of employment at anytime within twelve (12) months after the termination of employment but not after ten (10) years from the date of granting thereof. -9- 8. Performance Shares A. Payment of Performance Shares. Performance Shares earned by applying the Vesting Formula for a Performance Cycle shall be paid in cash and/or shares of Common Stock, in such proportions as the Committee shall determine. Prior to vesting, Participants may irrevocably defer receipt of payment of earned Performance Shares under terms established by the Committee. B. Termination of Employment. In the event that a Participant shall cease to be an Employee other than by reason of death, Disability or retirement prior to the end of a Performance Cylce, unless otherwise provided by the Committee all unearned Performance Shares shall be immediately forfeited. C. Death, Disability or Retirement of a Participant. In the event of the death, Disaibility or retirement of a Participant during a Performance Cycle, unless otherwise provided by the Committee, (1) the Participant shall earn such number of Performance Shares at the end of Centerre's fiscal Year in which his death, Disability or retirement occurred as if he had remained an Employee until such time, prorated based upon the period during such fiscal year which the Participant was an Employee; and (2) all remaining unearned Performance Shares shall be forefeited. Payment shall be made to the Participant or to the executor or administrator of his estate or to the person or persons to whom his rights to such Performance Shares shall pass by his will or the laws of descent and distribution, as the case may be. -10- 9. Non-Transferability of Options and Performance Shares Each ISQ, NQO or Performance Share granted under the Plan shall, by its terms, be non-transferable otherwise than by will or the laws of descent and distribution and an ISO or NQO may be exercised, during the lifetime of the holder thereof, only by him. 10. Amendment and Termination of the Plan The Board may at any time terminate the Plan or make such modifications of the Plan as it shall deem advisable; provided, however, that the Board may not, without further approval by the stockholders of Centerre, increase the maximum number of shares as to which ISO's, NQO's or Performance Shares may be granted under the Plan (except under the antidilution provisions in subparagraph 12F), change the class of Employees to whom options may be granted, withdraw the authority to administer the Plan from a committee whose members meet the requirements of paragraph 5 hereof, of materially increase the benefits accruing to Participants under the Plan. 11. Term of Plan This Plan shall terminate five (5) Years after the date on which it is approved and adopted by the Board, and no ISO, NQO or Performance Share shall be granted hereunder after the expiration of such five (5) year period. ISO's, NQO's and Performance Shares outstanding at the termination of the Plan shall continue in full force and effect and shall not be affected thereby. -11- 12. Miscellaneous A. Rights as Stockholder. The holder of an ISO, NQO or Performance Share shall have none of the rights of a stockholder with respect to shares of Common Stock subject to an ISO, NQO or Performance Share grant until shares are actually issued to him. B. Rights to Continued Employment. Nothing in the Plan or in any grant pursuant to the Plan shall confer on any individual any right to continue in the employ of Centerre or a Subsidiary or interfere with the right or Centerre or a Subsidiary to terminate his employment at any time. C. Leaves of Absence. This ISO, NQO and Performance Share agreements issued pursuant to the Plan may contain such provisions as the Committee shall determine with respect to the effect of approved leaves of absence. D. Agreement to Serve. Each individual granted an ISO, NQO or Performance Share shall agree that he will remain in the service of Centerre or a Subsidiary for a Period of at least one (1) Year from the date of the grant, at the pleasure of the Board and at such compensation as the Board or any committee thereof shall reasonably determine from time to time. E. Investment Purpose. Each ISO or NQO under the Plan shall be granted only on the condition that all purchases of stock thereunder shall be for investment Purposes, and not with a view to resale or distribution, except that the Committee may -12- make such provision in ISO's and NQO's granted under the Plan as it deems necessary or advisable for the release of such condition upon the registration under the Securities Act of 1933, as amended, of Common Stock subject to the option, or upon the happening of any other contingency warranting the release of such condition. F. Adjustments Upon Changes in Capitalization. Notwithstanding any other provision in the Plan, the agreements entered into hereunder may contain such provisions as the Committee shall determine to be appropriate for the adjustment of the number, price and class of shares subject to each outstanding IS, NQO and Performance Share in the event of changes in the outstanding Common Stock by reason of stock dividends, recapitalization, mergers, consolidations, splitups, combinations or exchanges or shares and the like, and, in the event of any such change in the outstanding Common Stock, the aggregate number of shares as to which grants may be made under the Plan shall be appropriately adjusted by the Committee. G. Adverse Effect on Optionee of Amendment or Terminations of Plan. No amendment or termination of the Plan may, without the consent of an employee to whom any IS, NQO or Performance Share shall have been granted, adversely affect the rights of such employee under such IS, NQO or Performance Share grant. -13- H. Time of Granting of Option or Performance Share. A grant of an IS, NQO or a Performance Share under the Plan shall be deemed to be made on the date on which the Committee, by formal action of its members, duly recorded in the records thereof, makes a grant of an IS, NQO or Performance Share to an eligible employee of Centerre or a Subsidiary. 13. Discretionary Payment in Lieu of Purchase In lieu of exercise of his ISO, NQO or any portion thereof, an optionee may request that the Committee authorize cancellation of that portion of the option covered by the request and payment to him of an amount equal to the difference between the purchase price and the fair market value of the Common Stock on the date of the request. Such request may, in the sole discretion of the Committee, be approved or denied in whole or in part. The Committee may, if it shall approve any such request either in whole or in part, at its sole discretion, authorize such payment to be made in shares of Common Stock of Centerre valued at fair market value on the date of the request, or in cash, or partly in such shares and partly in cash. Denial or approval of any such request shall not require a subsequent request to be similarly treated by the Committee. 14. Tax-Offset Bonus Rights The Committee, in its sole discretion, may grant tax-offset bonus rights ("TOBR's") with respect to NQO's. Such TOBR's may be granted to an optionee at the time of the grant of the related -14- NQO or subsequent thereto, but only with respect to the related NQO. A TOBR shall entitle the optionee to receive from Centerre or a Subsidiary upon exercise of the related NQO or six months thereafter, whichever is appropriate as hereinafter indicated, or upon payment in cancellation of an NQO, an amount in cash equal to (1) the excess, if any, of the aggregate market price of the shares subject to a cancelled NQO or acquired by the exercise of an NQO on the date of exercise (or, if the optionee is subject to the restrictions of Section 16 of the Securities Exchange Act of 1934 and does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended from time to time, the aggregate market price six months after the date of exercise) over the aggregate purchase price of the shares cancelled or acquired by such exercise, multiplied by (2) a percentage (either fixed or by formula) determined solely by the Committee. The Committee shall determine all other terms and provisions of any TOBR, including but not limited to the date of grant, the term, the effect of employment termination and death and the formula to determine the amount payable upon exercise or cancellation of the related NQO. No TOBR shall be assignable or transferable except to the extent the Committee permits such TOBR to the assigned by will or through the laws of descent and distribution. 15. Change of Control In order to maintain the Participant's rights in the event of a Change of Control of Centerre, as hereinafter defined, the -15- Board, in its sole discretion, may, subject to the provisions of subparagraph 7C, either at the time a grant is made hereunder or at the time of a Change of Control (1) provide for the acceleration of any time periods relating to the exercise or realization of such grants so that such grants may be exercised or realized in full on or before a date fixed by the Board; or (2) provide for the purchase of such grants, upon the Participant's request, for an amount of cash equal to the amount which would have been payable if such grants were currently exercisable (and the underlying shares of stock immediately sold) or payable; or (3) make such adjustment to the grants then outstanding as the Board deems appropriate to reflect such transaction or change; or (4) cause the grants then outstanding to be assumed, or new grants substituted therefor, by the surviving corporation in such Change of Control. The Board may, at its discretion, include such further provisions and limitations in any agreements executed hereunder as it may deem equitable and in the best interests of Centerre. "Change of Control" means a change of control of a nature that would be required to be reported in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, or any comparable successor provision (the "Exchange Act"). Without limiting the foregoing a Change of Control shall be deemed to have occurred for the purposes of this Agreement, regardless of the provisions of the Exchange Act, if (i) any -16- "person", including any "group" of persons, (as such terms are used in Sections 13(d) or 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as determined in accordance with Rule 13d-3 promulgated under the Exchange Act), directly or indirectly of securities of Centerre which, when combined with all securities of Centerre theretofore directly or indirectly beneficially owned by such person, represent 20% or more of the combined voting power of Centerre's then outstanding securities; (ii) at any time persons who are directors of Centerre at the date hereof, together with persons becoming directors of Centerre subsequent to the date hereof whose election, or nomination for election, was approved by a vote of at lease three-quarters of (or if less, all but one of) the persons then comprising the Board of Directors of Centerre, ("Continuing Directors") cease for any reason to constitute at lease two-thirds of the directors of Centerre; (iii) Centerre is a party to a merger or consolidation (other than with a wholly owned subsidiary of Centerre) in which Centerre is not the surviving parent corporation; (iv) Centerre is the surviving parent corporation in a merger or consolidation which results in Continuing Directors Prior to such merger or consolidation ceasing to constitute at least two-thirds of the directors of Centerre. 16. Effectiveness of the Plan The Plan shall become effective upon adoption by the Board, subject, however to its further approval by the stockholders of -17- Centerre given within twelve (12) months after the date the Plan is adopted by the Board, at a regular meeting of the stockholders, at a special meeting duly called and held for such Purpose, or by any other method permitted by the law of Missouri. Grants of ISO's, NQO's and Performance Shares may be made prior to such stockholders' approval, but all grants made prior to such stockholders' approval shall be subject to the obtaining of such approval and, if such approval is not obtained, such grants and the options and Performance Shares related thereto shall not be effective for any Purpose. -18- EX-99 7 EXHIBIT 99.5 EXHIBIT 99.5 BOATMEN'S BANCSHARES, INC. FIRST INTERSTATE OF IOWA 1991 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD -- Schedule of Terms -- Non-Qualified Stock Option Award - -------------------------------- This Schedule of Terms and the attached Award Certificate constitute the award by Boatmen's Bancshares, Inc. (the "Company") of the right (the "Option") to purchase, at a future date, a specified number of shares of Company $1 par value common stock ("Shares") at a specified price, subject to the terms set forth herein and in the First Interstate of Iowa Stock Incentive Plan ("Plan"). The recipient of the Option (the "Participant"), the number of shares for which the Option is awarded and the Option price per share are set forth in the attached Award Certificate issued to the Participant. Exercise and Payment - -------------------- Options may be exercised on and after the "Vesting Date" through the "Termination Date". The Vesting Date, no more than five years after the date of grant of the Option, and the Termination Date, no more than ten years after the date of the grant of the Option, are each set forth in the Award Certificate. At the Vesting Date, the Option may be exercised by the Participant provided he is still employed by the Company. The Option to purchase Shares will expire without value with respect to any Shares that are not purchased on or before the Termination Date. It is the sole responsibility of the Participant, or his representative, to exercise the Option in a timely manner. The Company assumes no responsibility for, and will make no adjustments with respect to, Options that expire without value. The Participant may exercise his Option by notifying Human Resources, Boatmen's Bancshares, Inc., One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101 (telephone number (314) 466-6205), in writing, of the number of Shares he wishes to purchase, the Option price and the date of the Award and by paying the required Option price. The date of exercise will be the date of the Company's receipt of the notice (accompanied by the payment of the Option price) to the Company's Human Resources Department. The Participant may pay the Option price in cash or by exchange of Shares of the Company, or by a combination thereof. If payment is made by Shares, the Participant may deliver a number of Shares with total fair market value on the date of exercise equal to the Option price (with any fractional shares required to equal such price to be paid in cash) for the total number of Shares to be purchased. The Company shall deliver the requisite number of Shares to the Participant as soon as administratively practicable following the date of exercise. Vesting - ------- A Participant's right to exercise an Option shall vest on the Vesting Date specified in the Award Certificate. Once all or part of an Option is vested, that portion which is vested may be exercised anytime thereafter until the earlier of: (i) the Termination Date specified in the Award Certificate, at which time the Option and all associated rights lapse without value; or (ii) termination of employment with the Company or any of its subsidiaries in which case the right to exercise may be for a specified period of time, as described below, following the date of termination. Termination of employment means termination from the Company and any subsidiary of the Company. Termination of Employment - ------------------------- The treatment of outstanding Options upon the Participant's termination of employment shall be as follows: Period Following Termination Vested Reason For Portion of Option Options May Be Termination Deemed Vested Exercised ----------- ------------- --------- Voluntary quit or N/A Unexercised portion of involuntary termination Option immediately canceled Death or Permanent Portion actually vested One year (but not beyond Disability the Termination Date of the Option) Retirement at normal Same as for death or Three years (but not beyond retirement age or early disability the Termination Date of the retirement with Committee Option) approval The Committee may, in its sole discretion, permit a Participant to exercise, subject to the time periods specified above, that portion of the Option which is not yet vested or deemed to be vested as of the date of termination. A Participant who stops rendering services to the Company as a result of an authorized leave of absence shall not be considered to have terminated employment. If a Participant does not resume employment at the conclusion of an authorized leave of absence, he shall be deemed to have terminated employment as of the last day of such leave of absence. Non-assignability - ----------------- No assignment or transfer of any interest of the Participant in any of the rights presented by the Option or other participation in the Plan, whether voluntary or involuntary, by operation of law or otherwise shall be permitted except by will or by the laws of descent and distribution. Adjustments - ----------- In the event of a recapitalization, stock split, reorganization, or other restructuring of the Company, the terms of the Option may be equitably adjusted in accordance with the Plan and as deemed appropriate by the Committee, in its discretion. 2 Change of Control - ----------------- Notwithstanding anything herein to the contrary, in the event of a Participant's voluntary termination of employment for "Good Reason" or involuntary termination for any reason within two years upon or after a "Change of Control" of the Company, or the Company's subsidiary which employs Participant (except for termination after attaining age 65 or due to Cause or due to death or Permanent Disability of Participant), an Option that is vested as of the date of the Participant's termination will continue to be exercisable for a period of one year following termination of employment with the Company and any subsidiary of the Company. The portion of the Option that may be exercised shall be the portion actually vested upon termination. In addition, the Committee may, in its discretion, recommend that the Board of Directors take certain actions with respect to outstanding Options to assure fair and equitable treatment of Plan Participants. Such actions may include acceleration of the Vesting Date, offering to purchase an outstanding Option from the holder for its equivalent cash value (as determined by the Committee), or providing for other adjustments or modifications to outstanding Options as the Committee may deem appropriate. For purposes of the Plan and this Schedule of Terms: (a) "Change of Control" means any of the following events: (i) The acquisition by any person acting directly or indirectly or through or in concert with one or more persons (other than Company or any of its subsidiaries) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the "Act")) of 25% or more of the combined voting power of the then outstanding voting securities of Company or of a subsidiary which employs the Participant; or (ii) The first purchase under a tender offer or exchange offer (other then an offer by Company or any of its subsidiaries) pursuant to which shares of Company or of a subsidiary which employs the Participant have been purchased; or (iii) During any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Company or of a subsidiary which employs the Participant cease for any reason (other than an uncontested election) to constitute at least a majority thereof; or (iv) Approval by stockholders of Company of a merger, consolidation, liquidation, or dissolution of Company, or of the sale of all or substantially all of the assets of Company to any person acting directly or indirectly or through or in concert with one or more persons; or (v) Approval by the Board of Directors of Company of a merger, consolidation, liquidation or dissolution of a subsidiary which employs the Participant or of the sale of all or substantially all of the assets of a subsidiary which employs the Participant to any person (other than Company or any of its subsidiaries) acting directly or indirectly or through or in concert with one or more persons. 3 For the purpose of this definition, the term "person" shall mean an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other form of entity not listed. (b) "Good Reason" means: (i) Participant, without his consent, is not elected or re-elected to or is removed from an office or position at least equal to that which Participant held in connection with his employment immediately prior to the Change of Control; or (ii) A material change in nature or scope of the authorities, powers, functions, duties, titles or responsibilities attached to Participant's position of employment without Participant's express written consent as a result of which change Participant's position shall be or become of less dignity, responsibility, importance or scope; or (iii) A reduction in Participant's base compensation; or (iv) A failure to continue in effect any thrift, incentive or compensation plan, or any employee pension or welfare benefit plan in which Participant is participating at the time of a Change of Control (or plans providing substantially similar benefits), the taking of any action by Company or a subsidiary which employs the Participant or a successor to either which would adversely affect Participant's participation in or materially reduce participant's benefits under any such plans or deprive Participant of any material fringe benefit enjoyed by Participant at the time of the Change of Control. (c) "Permanent Disability" means that Participant is determined to be unable, for an indefinite period of time expected to be of long-continued duration, to perform his normal duties on a substantially full time basis by reason of a medically determinable physical or mental impairment reasonably attributable to sickness or accident. (d) "Termination Due to Cause" means involuntary termination of Participant's employment by Company or subsidiary which employs the Participant because of Participant's gross misconduct including but not limited to commission of an act that constitutes a felony under applicable federal or state law; acts that result or are intended to result in the improper personal enrichment of the Participant at the expense of the Company or its shareholders; embezzlement of funds or misappropriation of other property; or breach of any material term of any employment contract. Awards Not to Affect or be Affected by Certain Transactions Options shall not affect in any way the right or power of the Company or its shareholders to make or authorize (a) any or all adjustments, recapitalizations or other changes in the Company's capital structure or its business; (b) any merger or consolidation of the Company; (c) any issue of bonds, debentures, preferred or prior preference stock holding any priority or preferred to, or otherwise affecting in any respect the common stock of the Company or rights of the holders of such common stock; (d) the dissolution or liquidation of the Company of the Company; (e) any sale or transfer of all or any part of its assets or business; or (f) any other corporate act or proceeding. 4 Notices Every notice or other communication relating to the Plan, any Option and this schedule of Terms shall be in writing, and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party. Unless and until some other address has been designated, all notices by the Participant to the Company shall be mailed to or delivered to the Company at its office at One Boatman's Plaza, 800 Market Street, St. Louis, Missouri 63101, Attention: Human Resources. All notices by the Company to the Participant shall be given to the Participant personally or be mailed to the Participant at his address as shown on the records of the company. Administration Option granted pursuant to the Plan shall be interpreted and administered by the nonemployee members of the Compensation Committee of the Company's Board of Directors (the "Committee"). The Committee shall establish such procedures as it deems necessary and appropriate to administer the Options in a manner that is consistent with the terms of the Plan. Pursuant to the Plan, the Committee may delegate to employees of the Company, to the extent permitted by various regulatory bodies, its authority and responsibility to grant, administer and interpret Options. Taxes/Withholding The Participants shall be responsible for any income or any other tax liability attributable to the exercise of any Option. The Company shall take such steps as are appropriate to assure compliance with applicable federal, state and local tax withholding requirements by the Company. The Company shall, to the extent permitted by law, have the right to deduct directly from any payment or delivery of Shares due the Participant or from the Participant's regular compensation, all federal state and local taxes of any kind required by law to be withheld with respect to the exercise of any Option. Right of Discharge Reserved Nothing in the Plan or in any Option granted pursuant thereto shall confer upon any Participant the right to continue in the employment or service of the Company or any affiliate thereof for any period of time or affect any right that the Company or any subsidiary or division may have to terminate the employment or service of such Participant at any time for any reason. Nature of Payments All Options made pursuant to the Plan are in consideration of services performed for he Company or the affiliate employing the Participant. Any gains realized pursuant to such Options constitute a special incentive payment to the Participant and shall not be taken into account as compensation for purposes of any of the employee benefit plans of the Company or any affiliate. Interpretations This schedule of Terms and each Award Certificate are subject in all respects to the terms of the Plan. In the event that nay provision of this Schedule of Terms or any Award Certificate is inconsistent 5 with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Schedule of Terms or any Award Certificate shall be determined by the Committee or its delegate. Such determination shall be final and conclusive upon all parties in interest. Governing Law The Plan, this Schedule of Terms, and the Award Certificate shall be governed by and construed in accordance with the laws of the State of Iowa. 6 EX-99 8 EXHIBIT 99.6 EXHIBIT 99.6 1987 INCENTIVE STOCK OPTION PLAN FOR SUNWEST FINANCIAL SERVICES, INC. ARTICLE 1 PURPOSE OF PLAN This Incentive Stock Option Plan (the "Plan") is intended as an incentive and to encourage stock ownership by certain officers and key executive employees of Sunwest Financial Services, Inc. (the "Corporation") and its subsidiary corporations so that they may acquire or increase their proprietary interest in the success of the Corporation and subsidiaries, and to encourage them to remain in the employ of the Corporation or the subsidiaries. It is intended that this purpose be achieved through grants under the plan of options to purchase shares of the Corporation's Capital Stock (as defined below) and related stock appreciation rights ("SARs") and limited SARs (such options, SARs and Limited SARs sometimes herein collectively referred to as "Rights"). It is further intended that options issued pursuant to this Plan shall constitute incentive stock options within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended. Participating subsidiaries ("Participating Companies") shall be the subsidiaries of the company that both qualify as a "subsidiary corporation" as defined in Section 425(f) of the Internal Revenue Code of 1954, as amended, and are designated from time to time by the Board of Directors as Participating Companies. Currently, Sunwest Financial Services, Inc.; Sunwest Bank of Albuquerque, N.A.; Sunwest Bank of Las Cruces, N.A.; Sunwest Bank of Raton, N.A.; Sunwest Bank of Rio Arriba, N.A.; Sunwest Bank of Grant County, N.A.; Sunwest Bank of Hobbs, N.A.; Sunwest Bank of Roswell, N.A.; Sunwest Bank of Santa Fe; Sunwest Bank of Clovis, N.A.; Sunwest Bank of Gallup; Sunwest Bank of Farmington; Sunwest Bank of Andoval County, N.A., and SFSI Insurance Company are Participating Companies under the Plan. ARTICLE II ADMINISTRATION The plan shall be administered by the Incentive Compensation and Employee Benefits Committee (the "Committee") appointed by the Board of Directors of the Corporation. The Committee shall consist of not less than three (3) members of the Corporation's Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. The Committee shall hold meetings at such times and places as it may determine. Acts of majority of the Committee at meetings at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. The Committee shall from time to time at its discretion make recommendations to the Board of Directors with respect to the key executive employees who shall be granted Rights and the amount of Rights to be granted to each. No Directors shall be designated as or continue to be a member of the Committee unless he shall at the time of designation and throughout his service be a "disinterested person". A "disinterested person" is one who is not at the time he exercises discretion in administering the Plan eligible and has not at any time within one year prior thereto been eligible for selection as a person to whom Rights may be granted pursuant to the Plan or any other plan of the Corporation or any of its affiliates entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Corporation or any of its affiliates, or one who otherwise satisfies the definition of "disinterested person" under SEC Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The Board of Directors of the Corporation shall not act upon matters affecting or relating to the Plan unless a majority of the Board and a majority of those acting in the matter are disinterested persons. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final unless otherwise determined by the Board of Directors. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. ARTICLE III ELIGIBILITY The persons who shall be eligible to receive options shall be such key executive employees (including officers, whether or not they are Directors) of the Corporation or Participating Companies as the Board of Directors shall select from time to time from among those nominated by the Committee. An optionee may hold more than one option, but only on there terms and subject to the restrictions hereafter set forth. No person shall be eligible to receive an option for a larger number of shares than is recommended for him by the Committee. ARTICLE IV STOCK The stock subject to the options shall be shares of the Corporation's authorized but unissued or reacquired common stock hereafter sometimes called "Capital Stock". The aggregate number of shares which may be issued under options under this plan shall not exceed Two Hundred Thousand (200,000) shares of Capital Stock. The maximum number of shares which may be optioned in any one calendar year shall not exceed Fifty Thousand (50,000); provided, however, that any shares not optioned may be carried over and optioned in the following calendar year(s) in addition to the shares available in that calendar year. The number of shares with respect to which options may be granted to any individual under any and all options under this plan which are issued to him by the Corporation shall not exceed Twenty Thousand (20,000) shares. The limitations established by this paragraph shall be subject to adjustment as provided in Article V(i) of the Plan. In the event that any outstanding options under the Plan for any reason expires or is terminated, the shares of Capital Stock allocable to the unexercised portion of such option may again be subjected to an option under the Plan. ARTICLE V TERMS AND CONDITIONS OF OPTIONS Stock options granted pursuant to the Plan shall be authorized by the Board of Directors and shall be evidenced by agreements in such form as the Committee shall from time to time recommend and the Board of Directors shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions. (a) Number of Shares Each option shall state the number of shares to which it pertains. (b) Option Price Each option shall state the option price, which shall not be less than one hundred percent (100%) of the fair market value of the shares of Capital Stock on the date of the granting of the option. If an individual owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or any of its parent or subsidiary corporations (hereinafter referred to as a "10 percent employee-stockholder"), the option price must be at least one hundred and ten percent (110%) of the fair market value of the Capital Stock on the date of the grant. During such time as such Capital Stock is not listed upon as established stock exchange the fair market value per share shall be the mean between representative dealer "bid" and "ask" prices of the -2- Capital Stock in the over-the-counter market on the day the option is granted, as quoted on the NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATIONS SERVICE (NASDAQ). If the Capital Stock is listed upon an established stock exchange or exchanges such fair market value shall be deemed to be the highest closing price of the Capital Stock on such stock exchange or exchanges on the date the option is granted or if no sales of the Capital Stock shall have been made on any stock exchange that day, on the next preceding day on which there was a sale of such Capital Stock. Subject to the foregoing the Board of Directors and the Committee in fixing the option price shall have full authority and discretion and be fully protected in doing so. (c) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by check. Payment with previously acquired Capital Stock or with a combination of Capital Stock and cash is also allowable. Capital Stock used to satisfy the exercise price of an option shall be valued at the fair market value of such stock determined as of the date of the exercise in the manner specified in Article V(b) above. (d) Term and Exercise of Option No option shall be exercisable either in whole or in part prior to twenty-four (24) months from the date it is granted. Subject to the right of cumulation provided in this paragraph each option shall be exercisable as to not more than one-half of the total number of shares covered thereby during each twelve (12) month period commencing twenty-four (24) months from the date of the granting of the option until all shares covered by the option shall become purchasable. The Committee may provide, however, for the exercise of options after the initial twenty-four (24) month period, either as to an increased percentage of shares per year or as to all remaining shares, if the employee shall, with the approval of the Corporation, retire. No option shall be exercisable after the expiration of ten (10) years from the date it is granted, but if it is granted to a 10 percent employee-stockholder, then the maximum exercise period is reduced to five years. Not less than one hundred (100) shares may be purchased at any one time unless the number purchased is the total number at the time purchasable under the option. During the lifetime of the optionee, the option shall be exercisable only by him and shall not be assignable or transferable by him and no other person shall acquire any rights therein. To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, in any subsequent period but not later than ten (10) years from the date the option is granted, or five (5) years in the case of a 10 percent employee-stockholder. Notwithstanding the above provisions of this Article V(d), however, the aggregate fair market value (determined at the time the option is granted) of the Capital Stock with respect to which incentive stock options are exercisable for the first time (the year in which the option vests) by an employee during any calendar year shall not exceed One Hundred Thousand Dollars ($100,000). This paragraph shall include within its meaning all incentive stock options issued after December 31, 1986 under all Incentive Stock Option Plans of the Corporation and, if applicable, its parent and subsidiary corporations. To the extent such fair market value exceeds One Hundred Thousand Dollars ($100,000) limitation; provided, however, that in no event shall any Rights be exercisable more than ten (10) years from the date of the initial grant, or five (5) years in the case of a 10 percent employee-shareholder. (e) Stock Appreciation Rights (1) In General. A Stock Appreciation Right (SAR) is a right to surrender in whole or in part a stock option granted under this Plan (the "Related Option") in exchange for the payment of an amount equal to the number of shares of Capital Stock covered by the surrendered portion of the Related Option times the per share difference between the option price and the fair market value of the Capital Stock subject to the Related Option on the date of exercise of the SAR. The payment may be made in cash, in shares of Capital Stock or in a combination of the two. If shares of Capital Stock are used for payment, they will be valued at the fair market value of the Capital Stock at the date of the exercise of the SAR, determined as provided in Article V(b). (2) Discretionary SAR's. The Board of Directors shall have the authority, upon the recommendation of the Committee, to grant SAR's in connection with a grant of any stock option under this Plan upon such terms and conditions consistent with the provisions of this Plan as it may deem appropriate, subject to the following further limitations. -3- (a) Unless the Board of Directors otherwise specifies, an SAR may only be granted with respect to an option at the time of the grant of the Related Option. (b) SAR's may only be exercised to the extent that the underlying option is exercisable, and only when the market price of the Capital Stock subject to the Related Option exceeds the exercise price of the Related Option. (c) Upon the exercise of an SAR, the Related Option shall be deemed to have been exercised to the extent of the shares of Capital Stock with respect to which the SAR is exercised so that such number of shares shall no longer be available for issuance pursuant to the Plan. (d) No SAR shall be transferable except by will or by the laws of descent and distribution. During the life of a holder of a SAR, the SAR shall be exercisable only by him. (e) To exercise an SAR, the holder shall (i) give written notice thereof to the Corporation in form satisfactory to the Committee addressed to the Secretary of the Corporation specifying the number of shares of Capital Stock with respect to which he is exercising the SAR, and (ii) if requested by the Corporation, deliver the agreements evidencing the rights being exercised to the Secretary of the Corporation who shall endorse thereon a notation of such exercise and return the agreements to the holder thereof. The date of exercising of a SAR which is validly exercised shall be deemed to be the date on which the Corporation shall have received the instrument referred to in the immediately preceding sentence. (f) SAR's granted or held by Officers and Directors of the Corporation shall contain such further limitations as may be necessary to satisfy SEC Rule 16b-3 under the Securities Exchange Act of 1934, as amended. (g) Any terms of the SAR not specifically described herein shall be set forth in the Option Agreement for the Related Option. (3) Limited SAR's. Every holder of a Related Option who may be restricted from exercising the option and reselling the Capital Stock acquired thereunder within six (6) months due to his being an "officer" or "director" of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934 shall be deemed to have been granted at the date of the grant of the Related Option a limited SAR upon the following terms and conditions: a. Such limited SAR shall be subject to all of the limitations specified in the Article V.(e)2.a through Article V.(e)2.f. above. b. The limited SAR may be exercised only during the period beginning on the first day following the date of expiration of any tender offer or exchange offer for shares of Capital Stock (other than one made by the Corporation), provided that shares of Capital Stock are acquired pursuant to such offer (the "Offer"), and ending on the thirtieth (30th) day following such date. c. The limited SAR may only be exercised for cash. d. The amount of the payment to be made upon the exercise of the limited SAR shall be an amount in cash equal to the product obtained by multiplying (i) the excess of (A) the "offer price per share of Capital Stock" (as hereinafter defined) over (B) the Option Price per share of Capital Stock under the Related Option by (ii) the number of shares of Capital Stock with respect to which such limited SAR is being exercised. The phrase "Offer Price per share of Capital Stock" shall mean with respect to the exercise of any limited SAR, the highest price per share of Capital Stock paid in any Offer which Offer is in effect at any time during the period beginning on the sixtieth (60th) day prior to the date on which such limited SAR is exercised. Any securities or property which are a part or all of the consideration paid for shares of Capital Stock in the Offer shall be valued in determining the Offer Price per share of Capital Stock at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity making such Offer, or (8) the valuation placed on such securities or property by the Committee. (f) Prior Outstanding Option There is no requirement under the terms of the Plan that options be exercised in sequential order where more then one option exists. (g) Termination of Employment Except Death In the event that an optionee shall cease to be employed by the Corporation or Subsidiaries for any reason other than his death and shall be no longer in the employ of any of them, subject to the condition that no option shall be exercised after the expiration of ten (10) years from the date it is granted, and five (5) years in the case of a 10 percent employee-shareholder, such optionee shall have the right to exercise the Rights at any time within three (3) months after such termination of employment or twelve (12) months if -4- disabled, to the extent that his right to exercise such Rights had accrued pursuant to Article V(d) and (e) of the Plan and had not previously been exercised at the date of such termination. Whether authorized leave of absence or absence for military or governmental service shall constitute termination of employment, for the purpose of the Plan, shall be determined by the Committee, which determination, unless overruled by the Board of Directors, shall be final and conclusive. (h) Death of Optionee and Transfer of Option If the Optionee shall die while in the employ of the Corporation or a subsidiary or within a period of three (3) months after the termination of his employment with the Corporation and all subsidiaries and shall not have fully exercised the option, the Rights may be exercised subject to the condition that no option shall be exercisable after the expiration of ten (10) years from the date it is granted and five (5) years in the case of a 10 percent employee-shareholder, to the extent that the optionee's right to exercise such Rights had accrued pursuant to Article V(d) and (e) of the Plan at the time of his death and had not previously been exercised, at any time within one year after the optionee's death, by the executors or administrators of the optionee or by an person or persons who shall have acquired the option directly from the optionee by bequest or inheritance. No option or right shall be transferable by the optionee otherwise than by will or the laws of descent and distribution. (i) Recapitalization If the Corporation shall at any time increase or decrease the number of its outstanding shares of Capital Stock or change in any way the rights and privileges of such shares by means of the payment of a stock dividend, or the making of any other distribution upon such shares payable in Capital Stock, or through a Capital Stock split or subdivision of shares, or a consolidation or combination of shares, or through a reclassification or recapitalization involving the Capital Stock, then the numbers, rights and privileges of the following shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and nonasessable at the time of such occurrence: (a) The shares of Capital Stock on which Rights may be granted under the Plan: (b) The maximum number of shares of Capital Stock with respect to which an employee may receive a Right hereunder; and (c) The shares of Capital Stock then included in each outstanding Right granted hereunder. Subject to any required action by the stockholders, if the Corporation shall be the surviving corporation in any merger or consolidation, each outstanding Right shall pertain to and apply to the securities to which a holder of the number of shares of Capital Stock subject to the Right would have been entitled. A dissolution or liquidation of the Corporation or a merger or consolidation in which the Corporation is not the surviving corporation, shall cause each outstanding Right to terminate, provided that each optionee shall, in such event, have the right immediately prior to such dissolution or liquidation, or merger or consolidation in which the Corporation is not the surviving corporation, to exercise his Rights in whole or in part without regard to the installment provisions contained in Article V(d) of the Plan. Each holder of Rights shall have the right (a) during the term of a "Tender Offer", as to an option or SAR other than a limited SAR, or (b) during the thirty (30) days following a "Tender Offer", as to a limited SAR, to exercise such rights in whole or in part without regard to the installment provisions contained in Article V(d) of the Plan. For the purposes of this paragraph, a "Tender Offer" means a tender offer or exchange offer for shares of Capital Stock made by a person other than the Corporation. To the extent that the foregoing adjustments relate to stock or securities or the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive, provided that each Right granted pursuant to the Plan shall not be adjusted in a manner which causes the option to fail to continue to qualify as an incentive stock option within the meaning of Section 422A of the 1954 Internal Revenue Code. Except as hereinbefore expressly provided in this Article V(i), the optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by any reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to the number or price of shares of Capital Stock subject to the Right. The grant of any Right pursuant to the Plan shall not affect in any way the right or power of the -5- Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets. (j) Rights as a Stockholder An optionee or a transferee of an option shall have no rights as an owner of Capital stock of the Corporation ("stockholder") with respect to any shares covered by his option until the date of the issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Article V(i) hereof. (k) Modification, Extension and Renewal of Rights Subject to the terms and conditions and within the limitations of the Plan, the Board of Directors may modify, extend or renew outstanding Rights granted under the plan, or accept the surrender of such outstanding Rights (to the extent not theretofore exercised) and authorize the granting of new Rights in substitution therefor )to the extent not theretofore exercised). The Board of Directors shall not, however, modify any outstanding Rights as so to specify a lower price or accept the surrender of outstanding options or rights and authorize the granting of new Rights in substitution therefor specifying a lower price. Notwithstanding the foregoing, however, no modification of any Rights shall, without the consent of the optionee, alter or impair any rights or obligations under any Rights theretofore granted under the Plan. (l) Investment Purpose Each option under the Plan shall be granted on the condition that the purchases of Capital Stock thereunder shall be for investment purposes, and not with a view to resale or distribution except that in the event the Capital Stock subject to such option is registered under the Securities Act of 1933, as amended, or in the event a resale of such Capital Stock without such registration would otherwise be permissible, such condition shall be inoperative if in the opinion of counsel for the Corporation such condition is not required under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. (m) Other Provisions The option agreements authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the Rights, as the Committee and Board of Directors of the Corporation shall deem advisable. Any such option agreement shall contain such limitations and restrictions upon the exercise of the option as shall be necessary in order that such option will be an "incentive stock option" as defined in Section 422A of the Internal Revenue Code of 1954 or to conform to any change in the law. ARTICLE VI TERM OF PLAN Rights may be granted pursuant to the Plan from time to time within a period of ten (10) years from the date the Plan is adopted, or the date the Plan is approved by the Stockholders, whichever is earlier. ARTICLE VII INDEMNIFICATION OF COMMITTEE In addition to such other rights of indemnification as they may have as Directors or members of the Committee, the members of the Committee shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or of any option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be -6- adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his duties; provided that within sixty (60) days after institution of any such action, suit or proceedings, the Committee member shall in writing offer the Corporation the opportunity, as its own expense, to handle and defend the same. ARTICLE VIII AMENDMENT OF THE PLAN The Board of Directors of the Corporation may, insofar as permitted by law, suspend or discontinue the Plan or revise or amend it in any respect whatsoever except that no amendment or discontinuance of the Plan by the Board of Directors or stockholders shall adversely affect, without the consent of the holder thereof, any outstanding Rights theretofore granted; and except that without the affirmative vote of the holders of a majority of the shares of the Corporation's Common Stock present or represented and entitled to vote at a meeting duly held, no revision or amendment shall change the number of shares subject to the Plan, change the designation of the class of employees eligible to receive options, decrease the price at which options may be granted, remove the administration of the Plan from the Committee, or render any member of the Committee eligible to receive an option under the Plan while serving thereon. In addition, any amendment to the Plan which would materially increase the benefits accruing to participants, or which could materially increase the number of securities which may be issued under the Plan, or which could materially modify the requirements as to eligibility for participation in the Plan, must also be approved by the holders of a majority of the shares of the Corporation's Common Stock. Furthermore, the Plan may not, without the approval of a majority of the stockholders, be amended in any manner that will cause options issued under it to fail to meet the requirements of incentive stock options as defined in Section 422A of the Internal Revenue Code of 1954, as amended. ARTICLE IX APPLICATION OF FUNDS The proceeds received by the Corporation from the sale of Capital Stock pursuant to options will be used for general corporate purposes. ARTICLE X NO OBLIGATION TO EXERCISE OPTION The granting of an option shall impose no obligation upon the optionee to exercise such option. ARTICLE XI APPROVAL OF STOCKHOLDERS The Plan shall become effective when it has received the approval of a majority of the shares of the Corporation's Common Stock present or represented and entitled to vote at a duly called stockholders' meeting, which approval must occur within the period beginning twelve (12) months before and ending twelve (12) months after the date the Plan is adopted by the Board of Directors. Date Plan adopted by Board of Directors: January 28, 1987 -7- EX-99 9 EXHIBIT 99.7 EXHIBIT 99.7 FIRST AMARILLO BANCORPORATION, INC. INCENTIVE STOCK OPTION PLAN (NUMBER 1) ******************************************** 1. PURPOSE. The purpose of this Incentive Stock Option Plan (the "Plan") is to provide a means whereby certain officers and employees of FIRST AMARILLO BANCORPORATION, INC. (the "Holding Company") and of its subsidiaries, may be given an opportunity to purchase common stock of the Holding Company under options which, with respect to individual optionees, will qualify as "incentive stock options" under the Internal Revenue Code. The Plan is intended to advance the interest of the Holding Company by offering an opportunity to key employees ("Eligible Employee") of the Holding Company and of its subsidiaries to purchase an interest in the Holding Company's common stock. 2. STOCK SUBJECT TO OPTION. Subject to adjustment as provided in Section 4(i) hereof, options may be granted by the Holding Company from time to time to purchase an aggregate of 200,000 shares of the Holding Company's authorized but unissued common stock, provided that the total number of shares of common stock on which options may be granted under the Plan to any one Eligible Employee participating under the Plan shall not exceed in the aggregate a number shares equal to ten percent (10%) of the 200,000 shares of common stock (subject to adjustment as provided in Section 4[i]) on which options may be granted under this Plan. Shares of common stock applicable to options which have terminated may again be optioned under the Plan if at such time options may still be granted under the Plan. 3. ELIGIBLE EMPLOYEES. Persons eligble to be granted options under the Plan shall be limited to such salaried key employees of the Holding Company or its subsidiaries (including officers and directors who are also employees) who have substantial responsibility in the direction and management of the Holding Company or its subsidiaries, as determined by the Committee which administers this Plan. No individual shall be granted an option under the Plan after the end of the calendar month in which he attained the age of sixty-three (63) years. 4. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the Plan shall be evidenced by agreements in such form, not inconsistent with the Plan, as the Committee shall from time to time approve, provided that the substance of the following terms and conditions be included therein, subject thereafter to modification or adjustment as provided in Section 4(i): a. Option Price. The option price per share shall not be less than one hundred percent (100%) of the fair market value of the common stock on the date the option is granted. Fair -1- market value shall be determined by the Committee, taking into consideration recent representative sales, book value, offiers to buy and sell, and any other factors which the Committee deems relevant in determining the fair market value of the stock. b. Term of Option. Each option granted under the Plan shall expire not more than five (5) years from the date the option is granted. c. Exercise of Option. No option may be exercised during the first year (twelve months) following the date on which it is granted, but may be exercised in each of the following years up to the fifth year with respect to twenty percent (20%) of the aggregate number of shares to which it pertains (on a cumulative basis) and in the fifth year with respect to the balance of such shares. Subject to the foregoing sentence, any option granted hereunder may be exercised in whole or in part at any time, or from time to time thereafter, until the expiration of the option. The Committee may grant options to eligible employees who have attained the age of sixty-one (61) years, but have not attained the age of sixty-three (63) years, for a period of less than five (5) years, exercisable in each of the years after the first year with respect to ratably larger percentages of the aggregate number of shares to which they pertain. d. Manner of Exercise. Shares of common stock purchased under options shall, at the time of purchase, be paid for in full. To the extent that the right to purchase shares has accrued thereunder, otpions may be exercised from time to time by written notice to the Holding Company stating the number of shares with respect to which the option is being exercised, and the time of delivery thereof, which shall be at least fifteen (15) days after the giving of such notice unless an earlier date shall have been mutually agreed upon. At such time the Holding Company shall, without transfer or issue tax to the Eligible Employee (or other person entitled to exercise the option), deliver to the Eligible Employee (or other person entitled to exercise the option) at the principal office of the Holding Company, or such other place as shall be mutually acceptable, a certificate or certificates for such shares against payment of the option price in full for the number of shares to be delivered by certified or official bank check; provided, however, that the time of such delivery may be postponed by the Holding Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. If the Eligible Employee (or other person entitled to exercise the option) fails to accept delivery of and pay for all or any part of the number of shares specified in such notice upon tender of delivery thereof, his right to exercise the option with respect to such undelivered shares may be terminated. e. No Option in Certain Cases. In no event shall an option be granted to any person who, at the time the option is granted, beneficially, directly, or indirectly owns stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Holding Company or of its parent or subsidiary corporations. f. Nonassignability of Option Right. No option shall be assignable or transferable otherwise than by will or the laws of descent and distribution. During the life of an Eligible Employee, the option shall be exercisable only by him. g. Termination of Employment. In the event that an Eligible Employee's employment by the Holding Company or its subsidiaries shall terminate, his option shall terminate immediately, except as provided in this Section 4(g) and in Section -2- 4(h). If any termination of employment is due to retirement with the consent of the Holding Company or its subsidiaries, as the case may be, the Eligible Employee shall have the right, subject to the provisions of Section 4(b) hereof, to exercise his option, at any time within the three (3) months after such retirement, to the extent that he was entitled to exercise the same immediately prior to his retirement; provided, further, that if the Eligible Employee shall die while in the employment of the Holding Company or its subsidiaries, or within three (3) months after retirement, with the consent of the Holding Company or its subsidiaries, his estate, personal representative, or beneficiary shall have the right, subject to the provisions of Section 4(b) hereof , to exercise his option at any time within twelve (12) months from the date of his death, to the extent that he was entitled to exercise the same immediately prior to his death. Whether any other termination of employment is to be considered a retirement with the consent of the Holding Company or its subsidiaries and whether an authorized leave of absence or absence on military or government service or for any other reasons shall constitute a termination of employment for the purposes of the Plan shall be determined by the Committee, which determination shall be final and conclusive, unless otherwise determined by the Board of Directors, and in such event such determination by the Board of Directors shall be final and conclusive. h. Termination of Employment due to Disability. If any termination of an Eligible Employee's employment by the Holding Company or its subsidiaries is due to permanent and total disability, the Eligible Employee shall have the right, subject to the provisions of Section 4(b) hereof and with the consent of the Committee, to exercise his option, at any time within the twelve (12) months after such termination, to the extent that he was entitled to exercise the same immediately prior to such termination; provided, further, if the Eligible Employee shall die within twelve (12) months after termination of employment due to a permanent and total disability, then, with the consent of the committee, his estate, personal representative, or beneficiary shall have the right, subject to the provisions of Section 4(b), hereof, to exercise his option at any time within twelve (12) months from the date of his death, to the extent that he was entitled to exercise the same immediately prior to his death. For purposes of this section, an individual is permanently and totally disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. An Eligible Employee shall furnish proof of the existence of a permanent and total disability in such form and manner as the Committee shall require. The Committee's determination regarding the existence of a permanent and total disability shall be final and conclusive, unless otherwise determined by the Board of Directors, and in such event such determination of the Board of Directors shall be final and conclusive. i. Adjustments and Changes in Stock. The aggregate number of shares of common stock on which options may be granted to persons participating under the Plan, the aggregate number of shares of common stock on which options may be granted to any one such person, the number of shares thereof covered by each outstanding option, and the price per share thereof, in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock of the Holding Company resulting from the subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend after July 1983, or other increase or decrease in such shares, effected without receipt of consideration by the Holding Company; provided, however, that no such adjustment shall be made -3- unless the aggregate effect of all such increases and decreases accruing in any one-year period after the effective date of the Plan will increase or decrease the number of issued shares of common stock of the Holding Company by five Percent (5%) or more; and provided, further, that any fractional shares resulting from any such adjustment shall eliminated. Subject to any required action by the Shareholders, if the Holding Company shall be the surviving or resulting corporation in any merger or consolidation, any option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of common stock subject to the option would have been entitled; but a dissolution or liquidation of the Holding Company or a merger or consolidation in which the Holding Company is not the surviving or resulting corporation, shall cause every option outstanding hereunder to terminate as of the effective date of the dissolution, liquidation, merger or consolidation , except that the surviving or resulting corporation may , in its absolute and uncontrolled discretion, tender an option or options to purchase its shares on its terms and conditions, both as to the number of shares and otherwise. j. Rights as a Shareholder. The Eligible Employee shall have no rights as a shareholder with respect to any shares of common stock of the Holding Company until the date of issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance. k. Successive Options. Any option granted hereunder to an Eligible Employee shall not be exercisable while there is outstanding any stock option theretofore granted to such Eligible Employee to purchase stock in the Holding Company or in a corporation which (at the time of the granting of such option hereunder) is a parent or subsidiary corporation of the Holding company, or in a predecessor corporation of any such corporations. For purposes of this section, any option shall be treated as outstanding until such option is exercised in full or expires by reason of lapse of time. l. Acceleration of Time When Option May be Exercised. Anything herein to the contrary notwithstanding, the Committee may authorize the earlier exercise of an option after the initial one-year period, either as to an increased percentage of shares per year or as to all remaining shares if the Eligible Employee also holds a later option which could be exercised in whole or in part except for the existence for the existence of the prior unexercised option. If the Committee authorizes the early exercise of any option granted under this Plan or under any similar plan previously adopted by the Holding Company, such accelerated option and that portion of any later option which becomes exercisable upon the exercise of the accelerated option shall be deemed, for the purposes of subparagraphs "g" and "h" above, to have been exercisable by the Eligible Employee immediately prior to his retirement, death, or disability. m. Limitation on Options. The aggregate fair market value, as of the date the option is granted, of the stock for which any Eligible Employee may be granted Incentive Stock Options in any calendar year (under all plans of the Holding Company and its parent and subsidiary corporations) shall not exceed $100,000 plus any "unused limit carryover" to such year. The "unused limit carryover" shall be calculated in accordance with Section 422A(c)(4) of the Internal Revenue Code of 1954. -4- 5. ADMINISTRATION. The plan shall be administered by a Committee appointed by the Board of Directors of the Holding Company to consist of members of the Board of Directors who are not officers of the Holding Company. No member of the committee shall be entitled to participate in the Plan. The Committee shall make recommendations periodically to the Board of Directors with respect to the persons who shall participate in the Plan and the extent of their participation. The interpretation and construction by the Committee of any provisions of the Plan or any option granted under it and any determination by the Committee pursuant to any provision of the Plan or any such option shall be final, and conclusive, except as otherwise provided in this Plan. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Holding Company's Articles of Incorporation. 6. EFFECTIVE DATE AND TERMINATION OF PLAN. a. The plan shall become effective upon approval by the Board of Directors of the Holding Company. b. This plan shall be submitted at the next annual meeting of shareholders of the Holding Company to be held in March, 1984, for a vote by the shareholders of the Holding Company. Prior to that annual meeting the Committee may grant options under this Plan to Eligible Employees. These options will be conditioned upon the adoption of the Plan and related matters by the holders of two-thirds (2/3) of the outstanding shares of common stock of the Holding Company at said annual meeting or any adjournment thereof. If the Plan is not approved by the holders of two-thirds (2/3) of the Holding Company, all options previously granted under this Plan shall be null and void. c. The Plan shall terminate ten (10) years after the date on which it is adopted by the Board of Directors; however, the Board of Directors may terminate the plan at any time prior to ten (10) years form the date on which it is adopted. No stock options shall in any event be granted pursuant to the Plan after July 7, 1993, Termination of the Plan shall not alter or impair any of the rights or obligations under any option theretofore granted under the Plan without the consent of the Eligible Employee to whom the option was granted. 7. AMENDMENTS. The Board of Directors may from time to time alter, amend, suspend, or discontinue the Plan or alter or amend any and all option agreements granted thereunder; provided, however, that no such action of the Board of Directors may, without the approval of the shareholders, alter the provisions of the Plan so as to (a) increase the maximum number of shares as to which options may be granted under the Plan either to all persons participating in the Plan or to any such person; (b) decrease the minimum option price; (c) extend the term of the Plan or the maximum term of options granted thereunder beyond ten (10) years; (d) decrease, directly or indirectly (by cancellation and substitution of options or otherwise) the option price applicable to any option granted under the plan; provided, however, that the provisions of this clause (d) shall not prevent the granting, to any person holding an -5- FIRST AMARILLO BANCORPORATION, INC. INCENTIVE STOCK OPTION PLAN (NUMBER 1) AMENDMENT 2 ************************* 1. PURPOSE OF AMENDMENT The purpose of this Amendment No. 2 to the Incentive Stock Option Plan (Number 1) (the "Plan") is to change paragraph 4.2 (entitled "Term of Option") to extend the term of any option granted under the Plan from a maximum of five years to a maximum of ten years expiration from the date of the grant of the option. 2. AMENDMENT Incentive Stock Option Plan (Number 1) is hereby amended by changing the expiration date or term of each option from five years to ten years. Section 4.2 is amended so that henceforth it shall read as follows: "4.2 Term of Option. Each option granted under the Plan shall expire not more than ten (10) years from the date the option is granted." ADOPTED by the Board of Directors this 23rd day of July, 1987. ------------------------------------- Secretary -6- AMENDMENT NO. ONE TO THE FIRST AMARILLO BANCORPORATION, INC. INCENTIVE STOCK OPTION PLAN (NUMBER 1) This Amendment to the First Amarillo Bancorporation, Inc. Incentive Stock Option Plan (Number 1) is hereby made effective as of the 24th day of May, 1984, as follows: I. The name of the Plan is hereby changed to First Amarillo Bancorporation, Inc., and Subsidiaries Incentive Stock Option Plan (Number 1). II. Section 5 of the Plan is hereby deleted in its entirety and a new Section 5 is entered in its place: 5. ADMINISTRATION. a. The general administration of the Plan shall be vested in a Committee of three (3) or more members. The members of such Committee shall be designated and appointed from time to time by, and shall serve at the pleasure of, the Board of Directors of the Holding Company. The members of the Committee may be, but need not be, directors, officers, or employees of the Holding Company; provided, however, no member of the Committee may be a Participant under the Plan. Any member of the Committee may resign by delivering a written resignation to the Board of Directors of the Holding Company and to the other members of the Committee, and any member of the Committee may be removed by a majority vote of the Board of Directors of the Holding Company, with or without cause, by delivering written notification of such removal to the member and to the other members of the Committee. The Board of Directors of the Holding Company shall appoint new members to the Committee as necessary to fill any vacancy which arises by reason of the death, resignation or removal of any Committee member. -7- b. The Committee shall designate one of its members as Chairman, and shall appoint a Secretary, who need not be a member of the Committee. The Secretary shall keep written minutes of the Committee's proceedings and all data, records, and documents relating to the Committee's administration of the Plan. The Committee may appoint from its members such subcommittees with such powers as the Committee shall determine and may authorize one or more members of the Committee, or any agent or agents, to execute or deliver any instrument, make any payment, or perform ministerial acts of its behalf. c. A majority of the members of the Committee shall constitute a quorum for the transaction of business and shall have full power to act hereunder. Action by the Committee shall be official if approved by a vote of a majority of the members present at any meeting. The Committee may, without a meeting, authorize or approve any action by written instrument signed by a majority of the members. Any written memorandum signed by the Chairman, by any member of the Committee, by the Secretary or by any other person, if such Chairman, member, Secretary or other person is authorized by the Committee to act in respect of the subject matter of the memorandum, shall have the same force and effect as a formal resolution adopted by the Committee at a meeting. d. The members of the Committee shall serve without bond, and without compensation for the their service as such, unless the Holding Company and the members of the Committee agree otherwise. All reasonable and necessary costs, expenses and liabilities incurred by the Committee in the supervision and administration of the Plan shall be paid by the Holding Company. e. From time to time, the Committee shall make recommendations to the Board of Directors of the Holding Company with respect to the persons who shall participate in the Plan and the extent of their participation. Additionally, subject to the Plan, the Committee shall from time to time establish rules, forms, and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Committee shall have the exclusive power to administer the Plan, to interpret the Plan, and to decide any and all matters arising under the Plan and in connection with the administration of the Plan. The Committee shall have the exclusive right to determine (a) disability in respect to an Eligible Employee, and (b) the degree thereof, either or both determinations to be made on the basis of such medical and/or other evidence as the Committee, in its sole discretion, may require. Such interpretations, decisions, actions, and records of the Committee shall be conclusive and binding upon any subsidiary of the Holding Company and on persons -8- having or claiming to have any rights or interests under the Plan. The Committee may employ such agents, counsel, actuaries and accountants as may reasonably be required for the purpose of administering the Plan. f. No member of the Committee may vote upon any matter relating solely to himself, or vote on any matter in which his individual rights or claims to any benefit direct or indirect under the Plan are specifically involved. If, in any matter in which a member of the Committee is so disqualified from voting, the remaining members of the Committee then present cannot reach a final conclusion based on a majority vote, then the Board of Directors of the Holding Company shall appoint a temporary substitute member to exercise all of the powers of a full-time member concerning the matter in which the disqualified member is not qualified to vote. g. The Committee shall submit to the Board of Directors of the Holding Company, within ninety (90) days after the end of each year, a report showing the number of options granted under the Plan in such year, the number of options exercised in such year and the number of options which expired or lapsed during such year. The Committee shall make available to any Eligible Employee for examination during regular business hours such records as pertain exclusively to the examining Eligible Employee. h. It is the obligation of the employers of the Eligible Employees to comply with all applicable federal laws in connection with furnishing information to Eligible Employees. It is the obligation of the Employers of the Eligible Employees to comply with all applicable federal laws in connection with the filing of forms with the Internal Revenue Service and the Department of Labor. i. Each member of the Committee shall use ordinary care and diligence in the performance of his duties and shall not be liable for any action or inaction unless such action or inaction results from his own individual gross negligence, fraud, or willful misconduct. No member shall be personally liable upon or with respect to any agreement, act, transaction, or omission executed, committed, or suffered to be committed by himself as a member of the Committee or by any other member, agent, representative, or employee of the Committee; moreover, the Committee and each member and agent thereof shall be fully protected in relying upon the advice of any attorney employed by the Holding Company or any subsidiary of the Holding Company or by the Committee insofar as legal matters are concerned and any accountant employed by the -9- Holding Company or any subsidiary of the Holding Company or by the Committee insofar as accounting matters are concerned. The Holding Company shall indemnify each member of the Committee against any and all claims, losses, damages, expenses, including counsel fees approved by the Committee, and liability, including any amounts paid in settlement with the Committee's approval, arising from any action or failure to act, except when the same is judicially determined to be due to the gross negligence, fraud, or willful misconduct of such member. Any fiduciary (including, but not limited to, the Holding Company, the employers of an Eligible Employee, and the Committee may rely upon any direction, information, or action of another fiduciary in the exercise of the latter's respective powers, duties, responsibilities, and obligations hereunder as being proper under this Plan and shall not be required to inquire into the propriety of any such direction , information, or action. No fiduciary shall be liable for the actions of any other fiduciary unless such fiduciary knowingly participates, approves, acquiesces, or conceals a breach of obligations or responsibilities committed by the other. j. To enable the Committee to perform its functions, the Employer shall supply full and timely information to the Committee on all matters relating to Eligible Employees, their retirement, death, or other cause of termination of employment, and such other pertinent facts as the Committee may request. k. Any notice or information which, according to the terms of the Plan or the rules of the Committee, must be filed with the Committee, shall be deemed so filed if addressed and either delivered in person or mailed, postage fully prepaid, to the Committee. Any such notice or information shall be addressed as follows: Compensation Committee c/o Personnel Department The First National Bank of Amarillo P.O. Box 1331 Amarillo, Texas 79180 Whenever a provision herein requires that an Eligible Employee (or his personal representative or beneficiary) give notice to the Committee within a specified number of days or by a certain date, and the last day of such period, or such date, falls on a Saturday, Sunday, or Holding Company holiday, the Eligible Employee (or his personal representative or beneficiary) will be deemed in compliance with such provision if notice is delivered in person to the Committee or is mailed, properly addressed, -10- postage fully prepaid, and postmarked on or before the business day next following such Saturday, Sunday, or Holding Company holiday. The Committee may, in its sole discretion, modify or waive any specified requirement of notice; provided, however, that such modification or waiver must be administratively feasible, must be in the best interest of the Eligible Employee, and must be made on the basis of rules of the Committee which are applied uniformly to all applicants. l. Each Eligible Employee shall file with the Committee from time to time in writing his post office address and any change of post office address. Any communication addressed to an Eligible Employee, his personal representative or beneficiary, at his last address filed with the Committee, or if no such address has been filed, then at his last address as indicated on the records of the Employer, shall be deemed to have been delivered to such person on the date on which the communication is deposited, postage fully prepaid, in the United States mail. m. The Holding Company shall at all times provide each subsidiary of the Holding Company with a current list of the names of the members of the Committee. EXECUTED this 24th day of May, 1984. EMPLOYER: FIRST AMARILLO BANCORPORATION, INC. By ____________________________ -11- EX-99 10 EXHIBIT 99.8 EXHIBIT 99.8 FIRST AMARILLO BANCORPORATION, INC. INCENTIVE STOCK OPTION PLAN (NUMBER 2) 1. PURPOSE. The purpose of this Incentive Stock Option Plan (the "Plan") is to provide a means whereby certain officers and employees of FIRST AMARILLO BANCORPORATION, INC. (the "Holding Company") and of its subsidiaries, may be given an opportunity to purchase common stock of the Holding Company under options which, with respect to individual optionees, will qualify as "incentive stock options" under the Internal Revenue Code. The Plan is intended to advance the interest of the Holding Company by offering an opportunity to key employees ("Eligible Employee") of the Holding Company and of its subsidiaries to purchase an interest in the Holding Company's common stock. 2. STOCK SUBJECT TO OPTION. Subject to adjustment as provided in Section 4.9, options may be granted by the Holding Company from time to time to purchase an aggregate of 350,000 shares of the Holding Company's authorized but unissued common stock, provided that the total number of shares of common stock on which options may be granted under the Plan to any one Eligible Employee participating under the Plan shall not exceed in the aggregate a number of shares equal to ten percent (10%) of the 350,000 shares of common stock (subject to adjustment as provided in Section 4.9) on which options may be granted under this Plan. Shares of common stock applicable to options which have terminated may again be optioned under the Plan if at such time options may still be granted under the Plan. 3. ELIGIBLE EMPLOYEES. Persons eligible to be granted options under the Plan shall be limited to such salaried key employees of the Holding Company or its subsidiaries (including officers and directors who are also employees) who have substantial responsibility in the direction and management of the Holding Company or its subsidiaries, as determined by the Committee created by paragraph 5, below, which administers this Plan. No individual shall be granted an option under the Plan after the end of the calendar month in which he attained the age of sixty-three (63) years. 4. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the Plan shall be evidenced by agreements in such form, not inconsistent with the Plan, as the Committee shall from time to time approve, provided that the substance of the following terms and conditions be included therein subject thereafter to modification or adjustment as provided in Section 4.9: -1- 4.1 Option Price. The option price per share shall not be less than one hundred percent (100%) of the fair market value of the common stock on the date the option is granted. Fair market value shall be determined by the Committee, taking into consideration recent representative sales, book value, offers to buy and sell, and any other factors which the Committee deems relevant in determining the fair market value of the stock. 4.2 Term of Option. Each option granted under the Plan shall expire not more than five (5) years from the date the option is granted. 4.3 Exercise of Option. No option may be exercised during the first year (twelve months) following the date on which it is granted, but may be exercised in each of the following years through the fifth year with respect to twenty percent (20%) of the aggregate number of shares to which it pertains (on a cumulative basis) and in the fifth year with respect to the balance of such shares. Subject to the foregoing sentence, any option granted hereunder may be exercised in whole or in part at any time, or from time to time thereafter, until the expiration of the option. If the Committee grants options to eligible employees who have attained the age of sixty-one (61) years, but have not attained the age of sixty-three (63) years, the option may be granted for a period of less than five (5) years, exercisable in each of the years after the first year with respect to ratably larger percentages of the aggregate number of shares to which they pertain. 4.4 Manner of Exercise. Shares of common stock purchased under options shall, at the time of purchase, be paid for in full. To the extent that the right to purchase shares has accrued thereunder, options may be exercised from time to time by written notice to the Holding Company stating the number of shares with respect to which the option is being exercised, and the time of delivery thereof, which shall be at least fifteen (15) days after the giving of such notice unless an earlier date shall have been mutually agreed upon. At such time the Holding Company shall, without transfer or issue tax to the Eligible Employee (or other person entitled to exercise the option), deliver to the Eligible Employee (or other person entitled to exercise the option) at the principal office of the Holding Company, or such other place as shall be mutually acceptable, a certificate or certificates for such shares against payment of the option price in full for the number of shares to be delivered by certified or official bank check; provided, however, that the time of such delivery may be postponed by the Holding Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. If the Eligible Employee (or other person entitled to exercise the option) fails to accept delivery of and pay for all or any part of the number of shares specified in such notice upon tender of delivery thereof, his right to exercise the option with respect to such undelivered shares may be terminated by the Committee. 4.5 No Option in Certain Cases. In no event shall an option be granted to any person who, at the time the option is granted, beneficially, directly, or indirectly owns stock possessing more than the ten percent (10%) of the total combined voting power or value of all classes of stock of the Holding Company or of its parent or subsidiary corporations. 4.6 Nonassignability of Option Right. No option shall be assignable or transferable otherwise than by will or the laws of descent and distribution. During the life of an Eligible Employee, the option shall be exercisable only by him. -2- 4.7 Termination of Employment. In the event that an Eligible Employee's employment by the Holding Company or its subsidiaries shall terminate, his option shall terminate immediately, except as provided in this Section 4.7 and in Section 4.8. If any termination of employment is due to retirement with the consent of the Holding Company or its subsidiaries, the Eligible Employee shall have the right, subject to the provisions of Section 4.2 hereof, to exercise his option, at any time within the three (3) months after such retirement, to the extent that he was entitled to exercise the same immediately prior to his retirement; provided, further, that if the Eligible Employee shall die while in the employment of the Holding Company or its subsidiaries, or within three (3) months after retirement, with the consent of the Holding Company or its subsidiaries, his estate, personal representative, or beneficiary shall have the right, subject to the provisions of Section 4.2 hereof, to exercise his option at any time within twelve (12) months from the date of his death to the extent that he was entitled to exercise the same immediately prior to his death. Whether any other termination of employment is to be considered a retirement with the consent of the Holding Company or its subsidiaries and whether an authorized leaves of absence or absence on military or government service or for any other reasons shall constitute a termination of employment for the purposes of the Plan shall be determined by the Committee. The Committee's determination shall be final and conclusive, unless otherwise determined by the Board of Directors, and in such event, such determination of the Board of Directors shall be final and conclusive. 4.8 Termination of Employment Due to Disability. If any termination of an Eligible Employee's employment by the Holding Company or its subsidiaries is due to permanent and total disability, the Eligible Employee shall have the right, subject to the provisions of Section 4.2 hereof and with the consent of the Committee, to exercise his option at any time within the twelve (12) months after such termination to the extent that he was entitled to exercise the same immediately prior to such termination; provided, further, if the Eligible Employee shall die within twelve (12) months after termination of employment due to a permanent and total disability, then, with the consent of the Committee, his estate, personal representative or beneficiary shall have the right, subject to the provisions of Section 4.2 hereof, to exercise his option at any time within twelve (12) months from the date of his death, to the extent that he was entitled to exercise the same immediately prior to his death. For purposes of his section, an individual is permanently and totally disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. An Eligible Employee shall furnish proof of the existence of a permanent and total disability in such form and manner as the Committee shall require. The Committee's determination regarding the existence of a permanent and total disability shall be final and conclusive, unless otherwise determined by the Board of Directors, and in such event, such determination of the Board of Directors shall be final and conclusive. 4.9 Adjustments and Changes in Stock. The aggregate number of shares of common stock on which options may be granted to persons participating under the Plan, the aggregate number of shares of common stock on which options may be granted to any one such person, the number of shares thereof covered by each outstanding option, and the price per share thereof in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock of the Holding Company resulting from the subdivision or consolidation of shares or other -3- capital adjustment, or the payment of a stock dividend after February _____, 1987, or other increase or decrease in such shares, effected without receipt of consideration by the Holding Company; provided, however, that no such adjustment shall be made unless the aggregate effect of all such increases and decreases accruing in any one-year period after the effective date of the Plan will increase or decrease the number of issued shares of common stock of the Holding Company by five percent (5%) or more; and provided, further, that any fractional shares resulting from any such adjustment shall be eliminated. Subject to any required action by the shareholders, if the Holding Company shall be the surviving or resulting corporation in any merger or consolidation, any option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of common stock subject to the option would have been entitled; but a dissolution or liquidation of the Holding Company or a merger or consolidation in which the Holding Company is not the surviving or resulting corporation, shall cause every option outstanding herewith to terminate as of the effective date of the dissolution, liquidation, merger, or consolidation, except that the surviving or resulting corporation may, in its absolute and uncontrolled discretion, tender an option or options to purchase its shares on its terms and conditions, both as to the number of shares and otherwise. 4.10 Rights as a Shareholder. The Eligible Employee shall have no rights as a shareholder with respect to any shares of common stock of the Holding Company until the date of issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance. 4.11 Acceleration of Time When Option May be Exercised. Anything herein to the contrary notwithstanding, the Committee may authorize the earlier exercise of an option after the initial one-year period, either as to an increased percentage of shares per year or as to all remaining shares. 4.12 Limitation on Options. The aggregate fair market value (determined as of the date the option is granted) of the stock with respect to which Incentive Stock Options are exercisable for the first time by any Eligible Employee during any calendar year (under all plans of the Holding Company and its parent and subsidiary corporations) shall not exceed $100,000.00. 5. ADMINISTRATION. 5.1 The general administration of the Plan shall be vested in a Committee of three (3) or more members. The members of such Committee shall be designated and appointed from time to time by, and shall serve at the pleasure of, the Board of Directors of the Holding Company. The members of the Committee may be, but need not be, directors, officers, or employees of the Holding Company. Additionally, the members of the Committee may be, but need not be, Participants under the Plan. Any member of the Committee may resign by delivering a written resignation to the Board of Directors of the Holding Company and to the other members of the Committee, and any member of the Committee may be removed by a majority vote of the Board of Directors of the Holding Company, with or without cause, by delivering written notification of such removal to the member and to the other members of the Committee. The Board of Directors of the Holding Committee shall appoint new members to the Committee as necessary to fill any vacancy which arises by reason of the death, resignation, or removal of any Committee member. -4- 5.2 The Committee shall designate one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Secretary shall keep written minutes of the Committee's proceedings and all data, records and documents relating to the Committee's administration of the Plan. The Committee may appoint from its members such subcommittees with such powers as the Committee shall determine and may authorize one or more members of the Committee, or any agent or agents, to execute or deliver any instrument, make any payment, or perform ministerial acts on its behalf. 5.3 A majority of the members of the Committee shall constitute a quorum for the transaction of business and shall have full power to act hereunder. Action by the Committee shall be official if approved by a vote of a majority of the members present at any meeting. The Committee may, without a meeting, authorize or approve any action by written instrument signed by a majority of the members. Any written memorandum signed by the Chairman, by any member of the Committee, by the Secretary, or by any other person, if such Chairman, member, Secretary, or other person is authorized by the Committee to act in respect of the subject matter of the memorandum, shall have the same force and effect as a formal resolution adopted by the Committee at a meeting. 5.4 The members of the Committee shall serve without bond and without compensation for their services as such unless the Holding Company and the members of the Committee agree otherwise. All reasonable and necessary costs, expenses, and liabilities incurred by the Committee in the supervision and administration of the Plan shall be paid by the Holding Company. 5.5 From time to time, the Committee shall make recommendations to the Board of Directors of the Holding Company with respect to the persons who shall participate in the Plan and the extent of their participation. Additionally, subject to the Plan, the Committee shall from time to time establish rules, forms, and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Committee shall have the exclusive power to administer the Plan to interpret the Plan, and to decide any and all matters arising under the Plan, and in connection with the administration of the Plan. The Committee shall have the exclusive right to determine (a) disability in respect to an Eligible Employee and (b) the degree thereof, either or both determinations to be made on the basis of such medical or other evidence as the Committee, in its sole discretion, may require. Such interpretations, decisions, actions, and records of the Committee shall be conclusive and binding upon the Holding Company and its subsidiaries and on persons having or claiming to have any rights or interests under the Plan. The Committee may employ such agents, counsel, actuaries, and accountants as may reasonably be required for the purpose of administering the Plan. 5.6 No matter of the Committee may vote upon any matter relating solely to himself, or vote on any matter in which his individual rights or claims to any benefit, director indirect, under the Plan are specifically involved. If, in any matter in which a member of the Committee is so disqualified from voting, the remaining members of the Committee then present cannot reach a final conclusion based on a majority vote, then the Board of Directors of the Holding Company shall appoint a temporary substitute member to exercise all of the powers of a full-time member concerning the matter in which the disqualified member is not qualified to vote. 5.7 The Committee shall submit to the Board of Directors of the Holding Company, within ninety (90) days after the end of each -5- year, a report showing the number of options granted under the Plan in such year, the number of options exercised in such year and the number of options which expired or lapsed during such year. The Committee shall make available to any Eligible Employee for examination during regular business hours such records as pertain exclusively to the examining Eligible Employee. 5.8 Each member of the Committee shall use ordinary care and diligence in the performance of his duties and shall not be liable for any action or inaction unless such action or inaction results from his own individual gross negligence, fraud, or willful misconduct. No member shall be personally liable upon or with respect to any agreement, act, transaction,, or omission executed, committed, or suffered to be committed by himself as a member of the Committee or by any other member, agent, representative, or employee of the Committee. The Committee and each member and agent thereof shall be fully protected in relying upon the advice of any attorney employed by the Holding Company or any subsidiary of the Holding Company or by the Committee insofar as legal matters are concerned any accountant employed by the Holding Company or any subsidiary of the Holding Company or by the Committee insofar as accounting matters are concerned. The Holding Company shall indemnify each member of the Committee against any and all claims, losses, damages, expenses, including counsel fees approved by the Committee, and liability, including any amounts paid in settlement with the Committee's approval, arising from any action or failure to act, except when the same is judicially determined to be due to gross negligence, fraud, or willful misconduct of such member. Any fiduciary (including, but not limited to, the Holding Company and its subsidiaries and the Committee may relay upon any direction, information, or action of another fiduciary in the exercise of the latter's respective powers, duties, responsibilities, and obligations hereunder as being proper under this Plan and shall not be required to inquire into the proprietary of any such direction, information, or action. No fiduciary shall be liable for the actions of any other fiduciary unless such fiduciary knowingly participates, approves, acquiesces, or conceals a breach of obligations or responsibilities committed by the other. 5.9 To enable the Committee to perform its functions, the Employer shall supply full and timely information to the Committee on all matters relating to Eligible Employees, their retirement, death, or other cause of termination of employment, and such other pertinent facts as the Committee may request. 5.10 Any notice or information which, according to the terms of the Plan or the rules of the Committee, must be filed with the Committee, shall be deemed so filed if addressed and either delivered in person or mailed, postage fully prepaid, to the Committee. Any such notice or information shall be addressed as follows: Compensation Committee c/o Department of Human Resources The First National Bank of Amarillo P.O. Box 1331 Amarillo, Texas 79180 Whenever a provision herein requires that an Eligible Employee (or his personal representative or beneficiary) give notice to the Committee within a specified number of days or by a certain date, and the last day of such period, or such date, falls on a Saturday, Sunday, or Holding Company holiday, the Eligible Employee (or his personal representative or beneficiary) will be deemed in compliance with such provision if notice is delivered in person to the Committee or is mailed, properly addressed, postage fully prepaid, and postmarked on or before the business day next following such -6- Saturday, Sunday, or Holding Company holiday, the Committee may, in its sole discretion, modify or waive any specified requirement of notice; provided, however, that such modification or waiver must be administratively feasible, must be in the best interest of the Eligible Employee, and must be made on the basis of rules of the Committee which are applied uniformly to all Participants. 5.11 Each Eligible Employee shall file with the Committee from time to time in writing his post office address and any change of post office address. Any communication addressed to an Eligible Employee, his personal representative or beneficiary, at his last address filed with the Committee (or if no such address has been filed, then at his last address as indicated on the records of the Employer) shall be deemed to have been delivered to such person on the date on which the communication is deposited, postage fully prepaid, in the United States mail. 5.12 The Holding Company shall at all times provide each subsidiary of the Holding Company with a current list of the names of the members of the Committee. 6. EFFECTIVE DATE AND TERMINATION OF PLAN. 6.1 The Plan shall become effective upon approval by the Board of Directors of the Holding Company. 6.2 This Plan shall be submitted at the next annual meeting of shareholders of the Holding Company to be held in March, 1987, for a vote by the shareholders of the Holding Company. Prior to that annual meeting the Committee may grant options under this Plan to Eligible Employees. These options will be conditioned upon the adoption of the Plan and related matters by the holders of two-thirds (2/3) of the outstanding shares of common stock of the Holding Company at said annual meeting or any adjournment thereof. If the Plan is not approved by the holders of two-thirds (2/3) of the outstanding shares of common stock of the Holding Company, all options previously granted under this Plan shall be null and void. 6.3 The Plan shall terminate ten (10) years after the date on which it is adopted by the Board of Directors; however, the Board of Directors may terminate the Plan at any time prior to ten (10) years from the date on which it is adopted. No stock options shall in any event be granted pursuant to the Plan after February _____, 1997. Termination of the Plan shall not alter or impair any of the rights or obligations under any option theretofore granted under the Plan without the consent of the Eligible Employee to whom the option was granted. 7. AMENDMENTS. The Board of Directors may from time to time alter, amend, suspend, or discontinue the Plan or alter or amend any and all option agreements granted thereunder; provided, however, that no such action of the Board of the Directors may, without the approval of the shareholders, alter the provisions of the Plan so as to (a) increase the maximum number of shares as to which options may be granted under the Plan either to all persons participating in the Plan or to any one such person; (b) decrease the minimum option price; (C) extend the term of the Plan or the maximum term of options granted thereunder beyond ten (10) years; (d) decrease, directly or indirectly (by cancellation and substitution of options or otherwise), the option price applicable to any option granted under the Plan; provided, however, that the provisions of this clause (d) shall not prevent the granting to any person holding an -7- option under the Plan of an additional option under the Plan exercisable at a lower option price; (e) withdraw the administration of the Plan from the Committee; (f) permit any member of this Committee to be eligible to receive or to hold an option under the Plan; and (g) alter any outstanding option agreement to the detriment of the Eligible Employee without his consent. 8. USE OF PROCEEDS. The proceeds from the sale of common stock pursuant to the exercise of options will be used for the Holding Company's general corporate purposes. ADOPTED by the Board of Directors on February ____, 1987. ------------------------------------ Secretary ADOPTED by the shareholders on March _____, 1987. ------------------------------------ Secretary -8- FIRST AMARILLO BANCORPORATION, INC. INCENTIVE STOCK OPTION PLAN (NUMBER 2) AMENDMENT NO. 1 * * * * * * * * * * * * * * 1. PURPOSE OF AMENDMENT . The purpose of this Amendment No. 1 to the Incentive Stock Option Plan (Number 2) (the "Plan") is to change paragraph 4.2 (entitled "Term of Option") to extend the term of any option granted under the Plan from a maximum of five years to a maximum of ten years expiration from the date of the grant of the option. 2. AMENDMENT. Incentive Stock Option Plan (Number 2) is hereby amended by changing the expiration date or term of each option from five years to ten years. Section 4.2 is amended so that henceforth it shall read as follows: "4.2 Term of Option. Each option granted under the Plan shall expire not more than ten (10) years from the date the option is granted." ADOPTED by the Board of Directors this 25th day of June, 1987. /s/____________________________________ Secretary -9- EX-99 11 EXHIBIT 99.9 EXHIBIT 99.9 WESTSIDE BANCSHARES, INCORPORATED INCENTIVE STOCK OPTION PLAN 1. Grant of Options. The Board of Directors of WESTSIDE BANCSHARES, INCORPORATED, is hereby authorized by majority vote of its members to issue stock options from time to time on the corporation's behalf to any one or more persons who at the date of such grant are officers of the corporation. Any option granted under this Plan shall be granted within ten (10) years from the date hereof. 2. Amount of Stock. The aggregate amount of stock which may be purchased pursuant to options granted under this Plan shall be 50,000 shares of the corporation's capital stock. 3. Limitation. The amount of aggregate fair market value of the stock (determined at the time of the grant of the option) for which any employee may be granted options hereunder in any calendar year shall not exceed the sum of (i) $100,000 plus (ii) a carry-over amount for any year after 1980, but prior to the calendar year under consideration, which is determined as one-half of the amount by which $100,000 exceeds the value (at the time of grant) of the stock for which options were granted in any such prior year, but carried over for not more than three (3) years. For this purpose, options granted in any year shall be deemed to first use up the $100,000 current year limitation, and then the carry-over amount from the earliest available year. 4. Exercise. Any option granted pursuant to this Plan shall contain provisions, established by the corporation's Board of Directors, setting forth the manner of exercise of such option. In no event, however, shall any option granted to a person then owning more than 10% of the voting power of all classes of the corporation's stock be exercisable by it terms after the expiration five (5) years from the date of the grant thereof, nor shall any other option granted hereunder be exercisable by its terms after the expiration of ten (10) years from the date of the grant thereof. 5. Nontransferability. The terms of any option granted under this Plan shall include a provision making such option nontransferable by the optionee, except upon death, and exercisable during the optionee's lifetime only by the optionee. 6. Purchase Price. The purchase price for a share of the stock subject to any option granted hereunder shall be not less than the fair market value of the stock on the date of grant of the option, said fair market value to be determined in good faith at the time of grant of such option by decision of the corporation's Board of Directors; provided, however, that in the case of an option granted to any person then owning more than 10% of the voting power of all classes of the corporation's stock, the purchase price per share of the stock subject to option shall be not less than 110% of the fair market value of the stock on the date of grant of the option, determined in good faith as aforesaid. 7. Stockholder Approval: Effective Date. At the next regular meeting of the stockholders of the corporation, which has been scheduled and will occur within the period of 12 months following January 20, 1984 being the date of adoption of this Plan by the corporation's Board of Directors, the Plan will be presented for consideration and approval by the stockholders. The effective date of this Plan is December 16, 1983. 8. Stock Reserve. The corporation shall at all times during the term of this Plan reserve and keep available such number of shares of its capital stock as will be sufficient to satisfy the requirements of this Plan, and shall pay all fees and expenses necessarily incurred by the corporation in connection with the exercise of options granted hereunder. 9. Other Terms. Any option granted hereunder shall contain such other and additional terms, not inconsistent with the terms of this Plan, which are deemed necessary or desirable by the Board of Directors, or by legal counsel to the corporation, and such other terms shall include those which, together with the terms of this Plan, shall constitute such option as an "Incentive Stock Option" within the meaning of Section 422A of the Internal Revenue Code. EX-99 12 EXHIBIT 99.10 EXHIBIT 99.10 AMENDED AND RESTATED FOURTH FINANCIAL CORPORATION 1981 INCENTIVE STOCK OPTION PLAN November 17, 1989 1. Purpose. The purpose of this 1981 Incentive Stock Option Plan (the "Plan") is to encourage ownership in the Common Stock of Fourth Financial Corporation (the "Company") by key personnel of the Company and its subsidiaries and to provide additional incentive for them to continue in the employ of the Company and its subsidiaries and to promote the success of the Company's business. 2. Stock Subject to the Plan. The maximum number of shares which may be issued upon exercise of Options granted under the Plan ("Options") shall be 200,000 shares of Common Stock, par value $5.00 per share, of the Company ("Common Stock"). Such shares may be either issued shares of Common Stock which shall have been reacquired by the Company or authorized but unissued shares of Common Stock as the Board of Directors of the Company (the "Board") shall from time to time determine. If any outstanding Option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such Option shall again become available for option pursuant to the Plan. 3. Participation in the Plan. (a) Options may be granted only to regular employees (including officers) of the Company or of any subsidiary of the Company who shall be selected as provided in Paragraph 11 hereof. A director of the Company or of a subsidiary who shall not at the time also be an employee of the Company or of a subsidiary thereof shall not be eligible to receive an Option under the Plan. An employee who shall have been granted an option under the Plan may be granted one or more additional Options. The term "subsidiary" as used in this Plan means a corporation more than 50% of the voting stock of which shall at the time be owned directly or indirectly by the Company. (b) No option shall be granted to an individual who owns Common Stock possessing more than ten percent of the total combined voting power of all classes of common stock of the Company or of its parent or subsidiary corporations. (c) The aggregate fair market value (determined as of the time the Option is granted) of the Common Stock for which any employee may be granted Options before January 1, 1987, in any calendar year under the Plan and any other "Incentive Stock Option Plan" within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended, of the Company and its parent and subsidiary corporations shall not exceed $100,000 plus any "unused limit carryover" to such year. Effective for Options granted after December 31, 1986, to the extent the aggregate fair market value (determined as of the time of the Option is granted) of the Common Stock for which any employee may be granted Options under the Plan which are exercisable for the first time by such employee during any calendar year under the Plan and any other "Incentive Stock Option Plan" within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), of the Company and its parent and subsidiary corporations exceeds $100,000, such Options shall be treated as Options which are not incentive stock options. Nothing in this Plan shall be construed to give anyone the right to be granted an Option, and neither the Plan nor the granting of an Option or the taking of any other action under the Plan shall constitute or be any evidence of any agreement or understanding, express or implied, that the Company or any of its subsidiaries will employ an Option holder for any period of time or in any position or at any particular rate of compensation. 4. Option Prices. The purchase price of the Common Stock covered by each Option shall be not less than 100% of the fair market value of the Common Stock at the time of granting the Option. Such fair market value shall be determined by the Board (or any committee to which the Board shall have delegated pursuant to Paragraph 11 hereof power in that regard) but shall not be less than the mean between the reported bid and asked prices of the Common Stock on the date the Option is granted as reported by the NASDAQ quotation system. Notwithstanding the foregoing, the price at which Options may be exercised shall in all events be determined in a manner consistent with any regulations that may hereafter be promulgated from time to time by the Internal Revenue Service with respect to Section 422A of the Code. 5. Term of Options. The term of each Option shall be not more than ten years from the date of granting thereof and may be less than ten years. Each Option shall be subject to earlier termination as herein provided. 6. Exercise of Options. An Option may be exercised in accordance with its terms at any time or from time to time after the granting thereof and the approval of this Plan by the stockholder of the Company in accordance with Paragraph 12 of the Plan. The purchase price of the shares purchased upon exercise of an Option shall be paid in full in cash at the time of the 2 exercise, but the Board of Directors may (but shall not be required to) determine that shares may be purchased in whole or in part upon the exercise of Options with Common Stock of the Company. The Board of Directors may (but shall not be required to) permit the payment for Common Stock purchased under the Plan by means of a loan from the Company or from one of its subsidiaries for all or a portion of the purchase price, upon such terms and conditions as the Board may from time to time determine. Except as provided in Paragraph 8 hereof, an Option may not be exercised in whole or in part unless the holder thereof shall then be an employee of the Company or of a subsidiary of the Company. The holder of an Option shall not have any of the rights of a stockholder with respect to the shares covered by his Option until and except to the extent that the Option shall have been duly exercised. No Option granted before January 1, 1987 may be exercised by any individual while there is outstanding (within the meaning of subsection (c) (7) of Section 422A of the Code) any incentive stock option which was granted before the granting of such Option, to such individual to purchase stock in his employer corporation or in any corporation which (at the time of the granting of such Option) is a parent or subsidiary corporation of the employer corporation or is a predecessor corporation of any such corporations. 7. Nontransferability of Options. An option shall not be transferable otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of the employee only by him. No Option or interest therein may be transferred, assigned, pledged, or hypothecated by the Optionee during his lifetime, by operation of law or otherwise, or be made subject to execution, attachment, or similar process. 8. Termination of Employment. All rights of an employee in an Option, to the extent it has not been exercised, shall terminate upon the death of the employee (except as hereinafter provided) or the termination of his employment for any reason other than disability or retirement because of age. In the case of termination by reason of disability, such rights shall terminate twelve months from the date of termination of employment and, in the case of retirement, three months from the date thereof. an Option shall not be affected by any temporary change of duties or position of the holder or any temporary leave of absence granted to him by the employing corporation. In the event of the death of the holder of an Option prior to termination of employment for any other reason, the unexercised portion of such Option may be exercised at any time within twelve months from the date of the holder's death by his executor, administrator, personal representative, or other person who has acquired the right to exercise the Option by bequest or inheritance, but in no event may any Option be exercised after the expiration of the terms of the Option as set forth in Paragraph 5 of the Plan. 3 9. Adjustments Upon Changes in Capitalization. Notwithstanding any other provisions of this Plan, in the event of any change in the outstanding Common Stock of the Company by reason of a stock dividend, stock split, merger, consolidation, split-up, combination or exchange of shares, reorganization, liquidation, or the like, the aggregate number and class of shares of Common Stock available under the Plan and the number and class of shares subject to each outstanding Option and the option prices shall be appropriately adjusted by the Board, whose determination shall be conclusive. 10. Termination and Amendment of the Plan. Unless the Plan shall be previously terminated as hereinafter provided, no Option shall be granted under the plan after ten years from the date the Plan is adopted by the Board of Directors. The Board of Directors may at any time prior to that date suspend or terminate the Plan and shall have the right to alter or amend the Plan or any part thereof at any time and from time to time as it may deem proper and in the best interest of the Company and to alter or amend the Plan in order that Options granted under the Plan shall qualify as "Incentive Stock Options" under Section 422A of the Code or qualify under similar or successor provisions of the Code as amended from time to time, or conform with any change in applicable law or regulations or rulings of administrative agencies. Any termination, suspension. alteration or amendment of the Plan effected pursuant to this Paragraph 10 may be made by the Board of Directors without further action on the part of the stockholders of the Company; provided, that no such termination, suspension, alteration, or amendment shall (a) impair, without the consent of the Option holder, any Option theretofore granted to him under the Plan or deprive him of any Common Stock which he may have acquired under the Plan, or (b) unless approved by the stockholders of the Company, (i) increase the total number of shares of Common Stock which may be purchased under the Plan, except as provided in Paragraph 9 hereof, (ii) extend the time during which options may be granted under the Plan, (iii) change the class of employees eligible to receive Options under the Plan, or (iv) change the manner of determining the Option price except to change the manner of determining the fair market value of the Common Stock. Any Option outstanding at the time of termination of the Plan shall remain in effect subject to the provisions of this Plan until the Option shall have been exercised or shall have expired. 11. Administration of Plan. (a) The plan shall be administered under the general direction and control of the Board of Directors which may from time to time issue orders or adopt resolutions not inconsistent with provisions of the Plan, to interpret the provisions and supervise the administration of the Plan. Subject to the provisions of the Plan, the Board of Directors shall have the plenary authority, in its discretion, to determine the time or times at which, and the 4 employees of the Company and its subsidiaries to whom, Options shall be granted, the purchase price, and the number of shares of Common Stock to be covered by each Option, and when each Option may be exercised. (b) The Board of Directors shall appoint a Stock Option and Stock Purchase Committee (the Committee") consisting of not fewer than three Directors, none of whom shall be officers of the Company or eligible to participate in the Plan while members of the Committee, and who shall serve at the pleasure of the Board. The Board of Directors may, from time to time, remove members from or add members to the Committee and shall fill all vacancies on the Committee. The Board of Directors may delegate to the Committee full power and authority to take any action required or permitted to be taken by the Board of Directors under the Plan, except that the Committee shall not have the power to terminate, suspend, alter, or amend the Plan. The Options granted by such Committee may contain such terms and provisions as the Committee, in its discretion, deems desirable and appropriate, provided, however, that such additional terms shall not be inconsistent with any provision of the Plan or cause the Plan or the Options granted thereunder not to be classified as an Incentive Stock Option Plan and/or an Incentive Stock Option. (c) A majority of the Committee shall constitute a quorum, and the action of a majority of the members present at any meeting at which a quorum is present, or action authorized or approved in writing by a majority of the Committee, shall be deemed the action of the Committee. 12. Effective Date of the Plan. The Plan shall be effective from the date of its adoption by the Board of Directors, and Options may be granted immediately after such adoption, but no Option may be exercised under the Plan unless and until the Plan has been approved by the stockholders of the Company at a meeting held within twelve months after the date of such adoption. The Plan shall terminate if it is not approved by the stockholders of the Company within twelve months from the date of its adoption by the Board of Directors. 13. Government and Other Regulations. The obligations of the Company to sell and deliver shares of Common Stock shall be subject to all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a registration statement under the Securities Act of 1933, as deemed necessary or appropriate by counsel for the Company. 14. Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board of Directors nor the submission of the Plan for approval of the stockholders of the company shall be construed as creating any limitations on the power of the Board of Directors to 5 adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan. 15. Merger; Change of Control. (a) If the Company shall be the surviving or resulting corporation in any merger or consolidation, each then outstanding Option granted hereunder shall pertain to and apply to the same number and type of shares of stock which a holder of the same number of shares of Common Stock subject to such Option was entitled to receive by reason of such merger or consolidation. (b) The holder of an Option granted hereunder shall have the right to exercise such Option, in whole or in part, (I) during the period beginning with the commencement of a tender offer or exchange offer (other than a tender offer or exchange offer by the Company) which by its terms could result in a Change of Control of the Company and ending ten days after the first purchase of stock pursuant to such tender offer or exchange offer, (ii) during the 30-day period following a Change of Control of the Company, and (iii) during the 30-day period commencing on the date of approval by the stockholders of the Company of an agreement of merger or reorganization of the Company in which the Company will not survive as an independent, publicly-owned corporation, or of a plan of dissolution or disposition of substantially all of the assets of the Company. (c) At any time after the occurrence of a Change of Control, the Company shall have the right to cancel all outstanding Options granted hereunder by making cash payment to each holder of a then outstanding Option, with respect to each share of Common Stock covered by such Option, of the difference between the greatest per share amount of cash (and the fair market value of any other form of consideration) paid to the public stockholders of the Company in the transaction or transactions resulting in the Change of Control and the amount of cash that would have been paid by the Option holder to exercise such Option. The Company may not exercise any rights under this subparagraph (c) if the effect of such exercise would be to subject an Option holder to any liability under Section 16 of the Securities Exchange Act of 1934, as amended. (d) "Change of Control" means the acquisition by any person, entity, or group (as such term is defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission adopted thereunder) of Common Stock in a transaction or series of transactions that results in such person, entity, or group owning beneficially 50% or more of the outstanding Common Stock; provided; that a merger or consolidation of the Company with or into another corporation shall not be deemed to be a Change of Control if, by reason of such 6 merger or consolidation, the holders of Common Stock receive in exchange for their shares of Common Stock voting common stock of the surviving or resulting corporation that is registered under the Securities Exchange Act of 1934, as amended, and is either a security listed for trading on a national securities exchange or a security for which bid and asked quotations are reported in an automated quotations system operated by a national securities association. EX-99 13 EXHIBIT 99.11 EXHIBIT 99.11 AMENDED AND RESTATED FOURTH FINANCIAL CORPORATION 1986 INCENTIVE STOCK OPTION PLAN (as amended effective April 20, 1990) 1. Purpose. The purpose of this 1986 Incentive Stock Option Plan (the "Plan") is to encourage ownership in the Common Stock of Fourth Financial Corporation (the "Company") by key personnel of the Company and its subsidiaries and to provide additional incentive for them to continue in the employ of the Company and its subsidiaries and to promote the success of the Company's business. 2. Stock Subject to the Plan. The maximum number of shares which may be issued upon exercise of Options granted under the Plan ("Options") shall be 1,300,000 shares of Common Stock, par value $5.00 per share, of the Company ("Common Stock"). Such shares may be either issued shares of Common Stock which shall have been reacquired by the Company or authorized but unissued shares of Common Stock as the Board of Directors of the Company (the "Board") shall from time to time determine. If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such Option shall again become available for option pursuant to the Plan. 3. Participation in the Plan. (a) Options may be granted only to regular employees (including officers) of the Company or of any subsidiary of the Company who shall be selected as provided in Section 11 hereof. A director of the Company or of a subsidiary who shall not at the time also be an employee of the Company or of a subsidiary thereof shall not be eligible to receive an Option under the Plan. An employee who shall have been granted an Option under the Plan may be granted one or more additional Options. The term "subsidiary" as used in the Plan means a corporation more than 50% of the voting stock of which shall at the time be owned directly or indirectly by the Company. (b) No Option shall be granted to an individual who owns Common Stock possessing more than ten percent of the total combined voting power of all classes of common stock of the Company or of its parent or subsidiary corporations. (c) To the extent the aggregate fair market value (determined as of the time the Option is granted) of the Common Stock for which any employee may be granted Options which are exercisable for the first time by such employee during any calendar year under the Plan and any other "Incentive Stock Option Plan" within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), of the Company and its parent and subsidiary corporations exceeds $100,000, such Options shall be treated as Options which are not incentive stock options. Nothing in this Plan shall be construed to give anyone the right to be granted an Option, and neither the Plan nor the granting of an Option or the taking of any other action under the Plan shall constitute or be any evidence of any agreement or understanding, express or implied, that the Company or any of its subsidiaries will employ an Option holder for any period of time or in any position or at any particular rate of compensation. 4. Option Prices. The purchase price of the Common Stock covered by each Option shall be not less than 100% of the fair market value of the Common Stock at the time of granting the Option. Such fair market value shall be determined by the Board (or any committee to which the Board shall have delegated pursuant to Section 11 hereof power in that regard) but shall not be less than the mean between the reported bid and asked prices of the Common Stock on the date the Option is granted as reported by the NASDAQ quotation system. Notwithstanding the foregoing, the price at which Options may be exercised shall in all events be determined in a manner consistent with any regulations that may hereafter be promulgated from time to time by the Internal Revenue Service with respect to section 422A of the Code. 5. Term of Options. The term of each Option shall be not more than ten years from the date of granting thereof and may be less than ten years. Each Option shall be subject to earlier termination as herein provided. 6. Exercise of Options. An Option may be exercised in accordance with its terms at any time or from time to time after the granting thereof and the approval of this Plan by the stockholders of the Company in accordance with Paragraph 12 of the Plan. The purchase price of the shares purchased upon exercise of an Option shall be paid in full in cash at the time of the exercise, but the Board of Directors may (but shall not be required to) determine that shares may be purchased in whole or in part upon the exercise of Options with Common Stock of the Company. The Board of Directors may (but shall not be required to) permit the payment, for Common Stock purchased under the Plan by means of a loan from the Company or from one of its subsidiaries for all or a portion of the purchase price, upon such terms and conditions as the Board may from time to time determine. Except as provided in Paragraph 8 hereof, an Option may not be exercised in whole or in part unless the holder thereof shall then be an employee of the 2 Company or of a subsidiary of the Company. The holder of an Option shall not have any of the rights of a stockholder with respect to the shares covered by his Option until and except to the extent that the Option shall have been duly exercised. 7. Nontransferability of Options. An Option shall not be transferable otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of the employee only by him. No Option or interest therein may be transferred, assigned, pledged, or hypothecated by the Optionee during his lifetime, by operation of law or otherwise, or be made subject to execution, attachment, or similar process. 8. Termination of Employment. All rights of an employee in an Option, to the extent it has not been exercised, shall terminate upon the death of the employee (except as hereinafter provided) or the termination of his employment for any reason other than disability or retirement because of age. In the case of termination by reason or disability, such rights shall terminate twelve months from the date of termination of employment and, in the case of retirement, three months from the date thereof. An Option shall not be affected by any temporary change of duties or position of the holder or any temporary leave of absence granted to him by the employing corporation. In the event of the death of the holder of an Option prior to the termination of employment for any other reason, the unexercised portion of such Option may be exercised at any time within twelve months from the date of the holder's death, by his executor, administrator, personal representative, or other person who has acquired the right to exercise the Option by bequest or inheritance, but in no event may any Option be exercised after the expiration of the terms of the Option as set forth in Paragraph 5 of this Plan. 9. Adjustments Upon Changes in Capitalization. Notwithstanding in any other provisions of this Plan, in the event of any change in the outstanding Common Stock of the Company by reason of a stock dividend, stock split, merger, consolidation, splitup, combination or exchange of shares, reorganization, liquidation, or the like, the aggregate number and class of shares of Common Stock available under the Plan and the number and class of shares subject to each outstanding Option and the option prices shall be appropriately adjusted by the Board, whose determination shall be conclusive. 10. Termination and Amendment of the Plan. Unless the Plan shall be previously terminated as hereinafter provided, no Option shall be granted under the Plan after ten years from the date the Plan is adopted by the Board of Directors. The Board of Directors 3 may at any time prior to that date suspend or terminate the Plan and shall have the right to alter or amend the Plan or any part thereof at any time and from time to time as it may deem proper and in the best interest of the Company and to alter or amend the Plan in order that Options granted under the Plan shall qualify as "Incentive Stock Options" under Section 422A of the Code or qualify under similar or successor provisions of the Code as amended from time to time, or conform with any change in applicable law or regulations or rulings of administrative agencies. Any termination, suspension, alteration or amendment of the Plan effected pursuant to this Paragraph 10 may be made by the Board of Directors without further action on the part of the stockholders of the Company; provided, that no such termination, suspension, alteration, or amendment shall (a) impair, without the consent of the Option holder, any Option theretofore granted to him under the Plan or deprive him of any Common Stock which he may have acquired under the Plan, or (b) unless approved by the stockholder of the Company, (i) increase the total number of shares of Common Stock which may be purchased under the Plan except as provided in Paragraph 9 hereof, (ii) extend the time during which Options may be granted under the Plan, (iii) change the class of employees eligible to receive Options under the Plan or (iv) change the manner of determining the Option price except to change the manner of determining the fair market value of the Common Stock. Any Option outstanding at the time of termination of the Plan shall remain in effect subject to the provisions of this Plan until the Option shall have been exercised or shall have expired. 11. Administration of Plan. (a) The Plan shall be administered under the general direction and control of the Board of Directors which may from time to time issue orders or adopt resolutions not inconsistent with the provisions of the Plan, to interpret the provisions and supervise the administration of the Plan. Subject to the provisions of the Plan, the Board of Directors shall have the plenary authority, in its discretion, to determine the time or times at which , and the employees of the Company and its subsidiaries to whom, Options shall be granted, the purchase price and the number of shares of Common Stock to be covered by each Option, and when each Option may be exercised. (b) The Board of Directors shall appoint a Stock Option and Stock Purchase Committee (the "Committee") consisting of not fewer than three directors, none of whom shall be officers of the Company or eligible to participate in the Plan while members of the Committee, and who shall serve at the pleasure of the Board. The Board of Directors may, from time to time, remove members from or add members to the Committee and shall fill all vacancies on the Committee. The Board of Directors may delegate to the Committee full power and authority to take any action required, or permitted to be taken by the Board of Directors under the Plan, except that 4 the Committee shall not have the power to terminate, suspend, alter, or amend the Plan. The Options granted by such Committee may contain such terms and provisions as the Committee, in its discretion, deems desirable and appropriate, provided, however, that such additional terms shall not be inconsistent with any provision of the Plan or cause the Plan or the Options granted thereunder not to be classified as an Incentive Stock Option Plan and/or an Incentive Stock Option. (C) A majority of the Committee shall constitute a quorum, and the action of a majority of the members present at any meeting at which a quorum is present, or action authorized or approved in writing by a majority of the Committee, shall be deemed the action of the Committee. 12. Effective Date of the Plan. The Plan shall be effective from the date of its adoption by the Board of Directors, and Options may be granted immediately after such adoption, but no Option may be exercised under the Plan unless and until the Plan has been approved by the stockholders of the Company at a meeting held within twelve months after the date of such adoption. The Plan shall terminate if it is note approved by the stockholders of the Company within twelve months from the date of its adoption by the Board of Directors. 13. Government and Other Regulations. The obligations of the Company to sell and deliver shares of Common Stock shall be subject to all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a registration statement under the Securities Act of 1933, as deemed necessary or appropriate by counsel for the Company. 14. Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board of Directors nor the submission of the Plan for approval of the stockholders of the Company shall be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options otherwise than under the Plan. 15. Merger; Change of Control. (a) If the Company shall be the surviving or resulting corporation in any merger or consolidation, each then outstanding Option granted hereunder shall pertain to and apply to the same number and type of shares of stock which a holder of the same number of shares of Common Stock subject to such Option was entitled to receive by reason of such merger or consolidation. 5 (b) The holder of an Option granted hereunder shall have the right to exercise such Option, in whole or in part, (I) during the period beginning with the commencement of a tender offer or exchange offer (other than a tender offer or exchange offer by the Company) which by its terms could result in a Change of Control of the Company and ending ten days after the first purchase of stock pursuant to such tender offer or exchange offer, (ii) during the 30-day period following a Change of Control of the Company and (iii) during the 30-day period commencing on the date of approval by the stockholders of the Company of an agreement of merger or reorganization of the Company in which the Company will not survive as an independent, publicly-owned corporation, or of a plan of dissolution or disposition of substantially all of the assets of the Company. (c) At any time after the occurrence of a Change of Control, the Company shall have the right to cancel all outstanding Options granted hereunder by making cash payment to each holder of a then outstanding Option, with respect to each share of Common Stock covered by such Option, of the difference between the greatest per share amount of cash (and the fair market value of any other form of consideration) paid to the public stockholders of the Company in the transaction or transaction resulting in the Change of Control and the amount of cash that would have been paid by the Option holder to exercise such Option. The Company may not exercise any rights under this subparagraph (C) if the effect of such exercise would be to subject an Option holder to any liability under Section 16 of the Securities Exchange Act of 1934, as amended. (d) "Change of Control" means the acquisition by any person, entity, or group (as such term is defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission adopted thereunder) of Common Stock in a transaction or series of transaction that results in such person, entity, or group owning beneficially 50% of more of the outstanding Common Stock; provided, that a merger or consolidation of the Company with or into another corporation shall not be deemed to be a Change of Control if, by reason of such merger or consolidation, the holders of Common Stock receive in exchange for their shares of Common Stock voting common stock of the surviving or resulting corporation that is registered under the Securities Exchange Act of 1934, as amended, and is either a security listed for trading on a national securities exchange or a security for which bid and asked quotations are reported in an automated quotations system operated by a national securities association. 6 EX-99 14 EXHIBIT 99.12 EXHIBIT 99.12 FOURTH FINANCIAL CORPORATION 1993 INCENTIVE STOCK OPTION PLAN (as amended effective October 20, 1994) 1. Purpose. The purpose of this 1993 Incentive Stock Option Plan (the "Plan") is to encourage ownership in the Common Stock of Fourth Financial Corporation (the "Company") by key personnel of the Company and its subsidiaries and to provide an additional incentive for them to continue in the employ of the Company and its subsidiaries and to promote the success of the Company's business. 2. Stock subject to the Plan. The maximum number of shares which may be issued upon exercise of Options granted under the Plan ("Options") shall be 1,000,000 shares of Common Stock, par value $5.00 per share, of the Company ("Common Stock"). Such shares may be either issued shares of Common Stock which shall have been reacquired by the Company or authorized but unissued shares of Common Stock as the Board of Directors of the Company (the "Board") shall from time to time determine. If any outstanding Option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such Option shall again become available for option pursuant to the Plan. 3. Participation in the Plan. (a) Options may be granted only to employees (including officers) of the Company or of any subsidiary of the Company who shall be selected as provided in Section 11 hereof. A director of the Company or of a subsidiary who shall not at the time also be an employee of the Company or of a subsidiary thereof shall not be eligible to receive an Option under the Plan. An employee who shall have been granted an Option under the Plan may be granted one or more additional Options. The term "subsidiary" as used in this Plan means a bank or other corporation more than 50% of the voting stock of which shall at the time be owned directly or indirectly by the Company. (b) No Option shall be granted to an individual who owns Common Stock possessing more than ten percent of the total combined voting power of all classes of common stock of the Company or its parent or subsidiary corporations. -1- (c) To the extend the aggregate fair market value (determined as of the time the Option is granted) of the Common Stock for which any employee may be granted Options which are exercisable for the first time by such employee during any calendar year under the Plan and any other "Incentive Stock Option Plan" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), of the Company and its parent and subsidiary corporations exceeds $100,000, such Options shall be treated as Options which are not incentive stock options. Nothing in this Plan shall be construed to give anyone the right to be granted an Option, and neither the Plan nor the granting of an Option or the taking of any other action under the Plan shall constitute or be any evidence of any agreement or understanding, express or implied, that the Company or any of its subsidiaries will employ an Option holder for any period of time or in any position or at any particular rate of compensation. 4. Option Prices. The purchase price of the Common Stock covered by each Option shall be not less than 100% of the fair market value of the Common Stock at the time of granting the Option. Such fair market value shall be determined by the Board (or any committee to which the Board shall have delegated pursuant to Section 11 hereof power in that regard) but shall not be less than the mean between the reported bid and asked prices of the Common Stock on the date the Option is granted as reported by the NASDAQ quotation system. Notwithstanding the foregoing, the price at which Options may be exercised shall in all events be determined in a manner consistent with any regulations that may hereafter be promulgated from time to time by the Internal Revenue Service with respect to Section 422 of the Code. 5. Term of Options. The term of each Option shall be not more than ten years from the fate of granting thereof and may be less than ten years. Each Option shall be subject to earlier termination as herein provided. 6. Exercise of Options. An Option may be exercised in accordance with its terms at any time or from time to time after the granting thereof and the approval of this Plan by the stockholders of the Company in accordance with Paragraph 12 of the Plan. The purchase price of the shares purchased upon exercise of an Option shall be paid in full in cash at the time of the exercise, but the Board of Directors may (but shall not be required to ) determine that shares may be purchased in whole or in part upon the exercise of Options with Common Stock of the Company. The -2- Board of Directors may (but shall not be required to) permit the payment for Common Stock purchased under the Plan by means of a loan from the Company or from one of its subsidiaries for all or a portion of the purchase price, upon such terms and conditions as the Board may from time to time determine. Except as provided in Paragraph 8 hereof, an Option may not be exercised in whole or in part unless the holder thereof shall then be an employee of the Company or of a subsidiary of the Company. The holder of an Option shall not have any of the rights of a stockholder with respect to the shares covered by his Option until and except to the extent that the Option shall have been duly exercised. 7. Nontranferability of Options. An Option shall not be transferable otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of the employee only by him. No Option or interest therein may be transferred, assigned, pledged, or hypothecated by the Optionee during his lifetime, by operation of law or otherwise, or be made subject to execution, attachment, or similar process. 8. Termination of Employment. All rights of an employee in an Option, to the extent it has not been exercised, shall terminate upon the death of the employee (except as hereinafter provided) or the termination of his employment for any reason other than disability or retirement because of age. In the case of termination by reason of disability, such rights shall terminate twelve months from the date of termination of employment and, in the case of retirement, three months from the date thereof. An Option shall not be affected by any temporary change of duties or position of the holder or any temporary leave of absence granted to him by the employing corporation. In the event of the death of the holder of an Option prior to termination of employment for any other reason, the unexercised portion of such Option may be exercised at any time within twelve months from the date of the holder's death, by his executor, administrator, personal representative, or other person who has acquired the right to exercise the Option by bequest or inheritance, but in no event may any Option be exercised after the expiration of the terms of the Option as set forth in Paragraph 5 of this Plan. 9. Adjustments Upon Changes in Capitalization. Notwithstanding any other provisions of this Plan, in the event of any change in the outstanding Common Stock of the Company be reason of a stock dividend, stock split, merger, consolidation, split-up, combination or exchange of shares, reorganization, liquidation, or the like, the aggregate number and class of shares of Common Stock -3- available under the Plan and the number and class of shares subject to each outstanding Option and the option prices shall be appropriately adjusted by the Board, whose determination shall be conclusive. 10. Termination and Amendment of the Plan. Unless the Plan shall be previously terminated as hereinafter provided, no Option shall be granted under the Plan after ten years from the date the Plan is adopted by the Board of Directors. The Board of Directors may at any time prior to that date suspend or terminate the Plan and shall have the right to alter or amend the Plan or any part thereof at any time and from time to time as it may deem proper and in the best interest of the Company and to alter or amend the Plan in order that Options granted under the Plan shall qualify as "Incentive Stock Options" under Section 422 of the Code or qualify under similar or successor provisions of the Code as amended from time to time, or conform with any change in applicable law or regulations or rulings of administrative agencies. Any termination, suspension, alteration or amendment of the Plan effected pursuant to this Paragraph 10 may be made by the Board of Directors without further action on the part of the stockholders of the Company, provided, that no such termination, suspension, alteration, or amendment shall (a) impair, without the consent of the Option holder, and Option theretofore granted to him under the Plan or deprive him of any Common Stock which he may have acquired under the Plan, or (b) unless approved by the stockholders of the Company, (i) increase the total number of shares of Common Stock which may be purchase under the Plan except as provided in Paragraph 9 hereof, (ii) extend the time during which Options may be granted under the Plan, (iii) change the class of employees eligible to receive Options under the Plan, or (iv) change the manner of determining the Option price except to change the manner of determining the fair market value of the Common Stock. Any Option outstanding at the time of termination of the Plan shall remain in effect subject to the provisions of this Plan until the Option shall have been exercised or shall have expired. 11. Administration of Plan. (a) The Plan shall be administered under the general direction and control of the Board of Directors which may from time to time issue orders or adopt resolutions not inconsistent with the provisions of the Plan, to interpret the provisions and supervise the administration of the Plan. Subject to the provisions of the Plan, the Board of Directors shall have the plenary authority, in its discretion, to determine the time or times at which, and the employees of the Company and its subsidiaries to whom, Options shall be granted, the -4- purchase price, and the number of shares of Common Stock to be covered by each Option, and when each Option may be exercised. (b) The Board of Directors shall appoint a committee (the "Committee") consisting of not fewer than three directors, none of whom shall be officers of the Company or eligible to participate in the Plan while members of the Committee, and who shall service at the pleasure of the Board. The Board of Directors may, from time to time, remove members from or add members to the Committee and shall fill all vacancies on the Committee. The Board of Directors may delegate to the Committee full power and authority to take any action required or permitted to be taken by the Board of Directors under the Plan, except that the Committee shall not have the power to terminate, suspend, alter, or amend the Plan. The Options granted by such Committee may contain such terms and provisions as the Committee, in its discretion, deems desirable and appropriate, provided, however, that such additional terms shall not be inconsistent with any provision of the Plan or cause the Plan or the Options granted thereunder not to be classified as an Incentive Stock Option Plan and/or an Incentive Stock Option. (c) A majority of the Committee shall constitute a quorum, and the action of a majority of the members present at any meeting at which a quorum is present, or action authorized or approved in writing by a majority of the Committee, shall be deemed the action of the Committee. 12. Effective Date of the Plan. The Plan shall be effective from the date of its adoption by the Board of Directors, and Options may be granted immediately after such adoption, but no Option may be exercised under the Plan unless and until the Plan has been approved by the stockholders of the Company at a meeting held within twelve months after the date of such adoption. The Plan shall terminate if it is not approved by the stockholders of the Company within twelve months from the date of its adoption by the Board of Directors. 13. Government and Other Regulations. The obligations of the Company to sell and deliver shares of Common Stock shall be subject to all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a registration statement under the Securities Act of 1933, as deemed necessary or appropriate by counsel for the Company. -5- 14. Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board of Directors nor the submission of the Plan for approval of the stockholders of the Company shall be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options otherwise than under the Plan. 15. Merger; Change of Control. (a) If the Company shall be the surviving or resulting corporation in any merger or consolidation, each then outstanding Option granted hereunder shall pertain to and apply to the same number and type of shares of stock which a holder of the same number of shares of Common Stock subject to such Option was entitled to receive by reason of such merger or consolidation. (b) Notwithstanding any other provisions of this Plan to the contrary, in the event of a Change of Control the following provisions shall apply: (i) all outstanding options on the date of the Change of Control shall become fully vested and immediately exercisable on the date of such Change of Control, except as provided by Subparagraph (c), below. (ii) the Board of Directors shall not, at any time following a Change of Control, impose any conditions upon the exercise of an option that have not been previously imposed as of the fate of such Change of Control, unless, in the written opinion of independent counsel to the Company, such condition is necessary to comply with any federal, state or local securities or other law of regulation, or the rules of any applicable securities exchange, and, in the good faith opinion of the Board of Directors of the Company, compliance with such law, regulation or rule without the imposition of such condition would be impracticable. (iii) Notwithstanding the provisions of Paragraph 10 hereof, the provisions of this Paragraph 15 may not be amended in any respect following a Change of Control. (c) At any time after the occurrence of a Change of Control, the Company shall have the right to cancel all outstanding Options granted hereunder by making cash payment to each holder of a ten outstanding Option, with respect to each share of Common Stock covered by such Option, of the difference between the greatest per share amount of cash (and the fair market value of any other form of consideration) paid to the public stockholders of the Company in the transaction or transactions resulting in the Change of Control and the amount of cash that would have been paid by the Option holder to exercise such Option. The Company may not -6- exercise any rights under this subparagraph (c) if the effect of such exercise would be to subject an Option holder to any liability under Section 16 of the Securities Exchange Act of 1934, as amended. (d) A "Change of Control" of the Company shall be deemed to occur if (i) any "person" (as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any or its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportion as their ownership of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); or (ii) during any period of not more than two years, individuals who constitute the Board as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the shareholders of the Company approve a merger, consolidation or share exchange of or by the Company with any other corporation, other than a merger, consolidation or share exchange which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger, consolidation or share exchange or the shareholders of the Company approve a plan of complete liquidation of the Company or any agreement for the sale or disposition by the Company or all or substantially all of the Company's assets. -7- EX-99 15 EXHIBIT 99.13 EXHIBIT 99.13 FOURTH FINANCIAL CORPORATION 1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 1. Purpose. The purposes of this 1993 Non-Employee Directors Stock Option Plan ("the Plan") are: (1) to provide for the fair compensation of non-employee Directors of the Company and its subsidiaries, (2) to encourage ownership in the Common Stock of Fourth Financial Corporation (the "Company") by non-employee Directors of the Company and its subsidiaries, (3) to provide an additional incentive for them to continue in the service of the Company and its subsidiaries, so as to promote the success of the Company's business. It is anticipated that the Plan will assist the Company in attracting and retaining non-employee Directors who are capable of making valuable contributions to the long-term success of the Company and its subsidiaries. 2. Stock Subject to the Plan. The maximum number of shares which may be issued upon exercise of Options granted under the Plan ("Options") shall be 500,000 shares of the Company's Common Stock, par value $5.00 per share ("Common Stock"). Such shares may be either issued shares of Common Stock which shall have been reacquired by the Company or authorized but unissued shares of common Stock as the Board of Directors of the Company (the "Board") shall from time to time determine. If any outstanding Option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such Option shall again become available for option pursuant to the Plan. 3. Participation in the Plan. All non-employee Directors of the Company and its subsidiaries ("Non-Employee Directors") are eligible for, and shall automatically participate in, the Plan. A Director of the Company who is an employee of the Company, or of a subsidiary thereof, shall not be eligible to receive an Option under the Plan nor shall advisory directors be eligible to participate in the Plan. A Non-Employee Director who shall have been granted an Option under the Plan may be granted one or more additional Options if such Director continues to be eligible to receive Options. The term "subsidiary" as used in this Plan means a bank or other corporation more than 50% of the voting stock of which shall at the time be owned directly or indirectly by the Company. 4. Annual Grant of Options and Option Prices. (a) Each year on the first Monday following the Company's Annual Meeting of Stockholders, every Non-Employee Director of the Company who is eligible to receive options under the Plan shall automatically be granted an option to purchase 2,000 shares of the Company's Common Stock and each Non-Employee Director of a subsidiary who is eligible to receive options under the Plan shall automatically be granted an option to purchase 1,000 shares of the Company's Common Stock. (b) The purchase price of the Common Stock covered by each Option shall be the higher of (i) the mean between the reported bid and asked prices of the Common Stock on the date the Option is granted as reported on the NASDAQ National Market quotation system or (ii) the price of the last sale of Common Stock on such date as so reported. (c) If, on what would otherwise be a day on which Options would be granted, the General Counsel of the Company, in his or her sole discretion, determines that the Company is in possession of material, undisclosed information about the Company which would prohibit the Company from issuing securities without naming a disclosure thereof, then the annual grant of Options shall be deferred until the second day after public dissemination of such information, and the price and option period shall be determined by reference to such later date. (d) If Common Stock is not publicly traded on any date a grant would otherwise be awarded, then the grant shall be made the next day thereafter on which Common Stock is so traded. 5. Term of Options. Except as is otherwise provided in Section 8 hereof, an option shall expire at 5:00 P.M., Central time on the date which is ten years after the date such Option is granted. 6. Term of Options. An Option may be exercised in accordance with its terms at any time or from time to time after the granting thereof and the approval of this Plan by the stockholders of the Company. The purchase price of the shares purchased upon exercise of an Option shall be paid in full in cash at the time of the exercise. The Company shall have the right to require, prior to the issuance or delivery of any stock certificates, payment by an optionee of any taxes or other moneys required by law with respect to the issuance or delivery of shares of Common Stock. The holder of an option shall not have any of the rights of a stockholder with respect to the shares covered by his or her Option until and except to the extent that the Option shall have been duly exercised. 7. Nontransferability of Options. An Option shall not be transferable otherwise that by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of the optionee only by the optionee. No Option or interest therein may be transferred, assigned, pledged, or hypothecated, by an optionee during his or her lifetime, by operation of law or otherwise, or be made subject to execution, attachment, or similar process. 2 8. Termination of Service. All rights of a Non-Employee Director in an Option, to the extent it has not been exercised, shall terminate three months after the date that such Non-Employee Director ceases to be a Non-Employee Director, except in the case of the Non-Employee Director's termination of service on account of death or disability. In the case of termination by reason of disability, such rights shall terminate twelve months from the date of termination of service. In the event of the death of the optionee, the unexercised portion of such option may be exercised at any time within twelve months. In no event may any Option be exercised after the expiration of the terms of the Option as set forth in Paragraph 5 of this Plan. 9. Adjustments Upon Changes in Capitalization. Notwithstanding any other provisions of this Plan, in the event of any change in the outstanding Common Stock of the Company by reason of a stock dividend, stock split, merger, consolidation, splitup, combination or exchange of shares, reorganization, liquidation, or the like, the aggregate number and class of shares of Common Stock available under the Plan and the number and class of shares subject to each outstanding option and the option prices shall be appropriately adjusted by the Board, whose determination shall be conclusive. 10. Termination and Amendment of the Plan. Unless the Plan shall be previously terminated as hereinafter provided, no Option shall be granted under the Plan after ten years from the date the Plan is adopted by the Board of Directors. The Board of Directors may at any time prior to that date suspend or terminate the Plan and shall have the right to alter or amend the Plan or any part thereof at any time and from time to time as it may deem proper and in the best interest of the Company. Any termination, suspension, alteration, or amendment of the Plan effected pursuant to this Paragraph 10 may be made by the Board of Directors without further action on the part of the stockholders of the Company; provided, that no such termination, suspension, alteration, or amendment shall (a) impair, without the consent of the Option holder, any Option theretofore granted to him under the Plan or deprive him of any Common Stock which he may have acquired under the Plan, or (b) unless approved by the stockholders of the company, (i) increase the total number of shares of Common Stock which may be purchased under the Plan except as provided in Paragraph 9 hereof, (ii) extend the time during which Options may be granted under the Plan, (iii) change the class of Directors eligible to receive Options under the Plan, or (iv) change the manner of determining the Option price except to change the manner of determining the fair market value of the Common Stock. An amendment revising the price, date of exercise, option period, or number of shares which are the subject of an Option shall not be made more frequently than every six months unless necessary to comply with the Internal Revenue Code of 1986, as amended, or with 3 the Employer Retirement Income Security Act of 1974, as amended. Any Option outstanding at the time of termination of the Plan shall remain in effect subject to the provisions of this Plan until the Option shall have been exercised or shall have expired. 11. Administration of Plan. The Plan shall be administered under the general direction and control of the Board of Directors which may from time to time issue orders or adopt resolutions not inconsistent with the provisions of the Plan, to interpret the provisions and supervise the administration of the Plan. 12. Effective Date of the Plan. The Plan shall be effective from the date of its approval by the stockholders of the Company. 13. Government and Other Regulations. The obligations of the Company to sell and deliver shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a registration statement under the Securities Act of 1933, as deemed necessary or appropriate by counsel for the Company. 14. Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board of Directors nor the submission of the Plan for approval of the stockholders of the Company shall be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options otherwise than under the Plan. 15. Compliance with SEC Regulations. It is the Company's intent that this Plan comply in all respects with Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and any successor thereto. If any provision of this Plan is found not to be in compliance with such Rule, the provisions thereof shall be null and void. All grants and exercises of Options under this Plan shall be made and executed in compliance with the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and any regulations promulgated thereunder. 16. No Right to Continued Service. Nothing in the Plan or in any agreement entered into pursuant to the Plan shall confer upon any Non-Employee Director any right to continued service as director of the Company or any subsidiary or affect any right of the Company or a subsidiary, acting through their Boards of Directors or stockholders to remove any Non-Employee Director. 17. Kansas Law Governs. To the extent not otherwise preempted, the laws of Kansas shall govern the resolution of all questions and disputes which arise with respect to this Plan. 4 EX-99 16 EXHIBIT 99.14 EXHIBIT 99.14 WORTHEN BANKING CORPORATION AMENDED AND SUBSTITUTED STOCK OPTION PLAN I. PURPOSE The Worthen Banking Corporation Amended and Substituted Stock Option Plan ( the "Plan"), which was originally adopted by the shareholders of Worthen Banking Corporation (the "Company") on October 23, 1984, affords certain key employees of the Company, or its subsidiaries, an opportunity to acquire a proprietary interest in the Company, thereby creating in such key employees an increased interest in and greater concern for the welfare of the Company. The Plan provides a means whereby key employees of the Company or its subsidiaries may be given the opportunity to purchase shares of the Company's Common Stock (the "Shares") pursuant to options (the "Options") which are either (i) intended to qualify as "Incentive Stock Options" ("Incentive Options") under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or (ii) "Nonqualified Stock Options" ("Nonqualified Options") that do not meet the requirements for Incentive Options. In addition, the Plan provides that certain key employees may be awarded Stock Appreciation Rights ("Rights") payable in Shares or cash, or any combination thereof. II. ELIGIBLE EMPLOYEES The Plan provides that key salaried employees of the Company or its subsidiaries ("Eligible Employees") are eligible to participate in the Plan. Key employees are those employees, including officers, whether or not they are directors, who render services which tend to contribute or which may reasonably be anticipated to materially contribute to the continued growth and success of the Company. Directors who are not employed as regular salaried officers or employees of the Company or any subsidiary may not participate in the Plan. Except as may apply to all Plan participants, or specifically to Incentive Options, the Plan does not provide for a maximum or minimum number of Options or Rights which may be granted to any executive officer, any other officer or any employee. The amount of options or Rights granted to any such person is determined by the Worthen Human Resources and Compensation Committee (the "Committee"). In determining the key employees to whom Options or Rights shall be granted, the Committee considers, among other things, the length of service, the amount of earnings and the responsibilities and duties of such employees. III. OPTIONS The Plan provides that the total number of Shares which may either be purchased pursuant to the exercise of Options or acquired pursuant to the exercise of Rights and the number of shares outstanding pursuant to the exercise of Options or Rights shall not exceed, in the aggregate, 750,000 Shares, As of March 1, 1992 approximately 184,448 Shares were available for grant and future issuance under the Plan. Except for certain extraordinary corporate transactions and stock splits, the maximum number of Shares to be offered pursuant to the Plan cannot be changed without the consent of the shareholders of the Company. Under the Plan, there are two types of Options that may be granted to participants, Incentive Options and Nonqualified Options. A. Incentive Options: Under the Internal Revenue Code, employers are allowed to grant options with special tax treatments to their employees as long as certain limitations are followed. The special options are called Incentive Stock Options with the primary attribute of such options being that the optionee is not subject to ordinary income tax upon the grant or exercise of the option. (See discussion of "Tax Treatment" below.) The primary limitation for qualifications as Incentive options is that the fair market value of Shares with respect to which Incentive Options are exercisable by an optionee during any calendar year may not exceed $100, 000 at the date of grant. B. Nonqualified Options: In addition, the Company may grant Nonqualified Option to employees which are not subject to the limitations of the Code. These Nonqualified options, however, do not qualify for the special tax treatment afforded Incentive Options. (See discussion of "Tax Treatment" below.) IV. EXERCISE OF OPTIONS A. Time Limit: There are restrictions with respect to the time limit within which an Option must be exercised. These restrictions include that the individual's employment must not terminate, that the option must be vested, and that the life span of the Option not have lapsed. Each stock option grant document states the date after which the Option may be exercised (the "vesting date") and the date after which the option may not be exercised ( the "termination date"). The Committee in its discretion establishes vesting dates and termination dates, except that the latest date for exercise of any Incentive Option shall not exceed 10 years. B. Procedure: An Option may be exercised, subject to the provisions relating to its termination and limitations on its exercise, by sending a written notice to the Plan Administrator of the optionee's intent to exercise options which specifies the number of shares to be exercised and the mode of payment. C. Price/Payment: The price of shares covered by Options cannot be less than the fair market value of the Company's Common Stock on the date the Option is granted. An optionee currently has three payment alternatives with respect to 1992 and post-1992 Options. The first two (2) alternatives may be applied to the exercise of pre-1992 options as well. Each of these payment alternatives requires prior approval by the Committee. 1. The optionee may pay cash equal to the Option price multiplied by the number of shares to be exercised (the "exercise price"). 2. The optionee may relinquish shares of the Company's Common Stock already owned which have a fair market value equal to the "exercise price." 3. Cashless Exercise. This feature, only allowable for 1992 and subsequent Option grants, works as follows: The optionee exercises his/her option, but permits the Company to retain from the option being exercised a number of shares which have a fair market value on the date of exercise equal to the "exercise price." (Please refer to the attached example of how this feature can be utilized.) V. FEDERAL INCOME TAX CONSEQUENCES A. Incentive Options: Under the Code, an optionee is not subject to ordinary income tax upon the grant or exercise of an Incentive Option. The taxable event for such Options does not occur until the recipient sells the stock acquired subsequent to exercise of the Option. The character of the gain will be "capital" if the employee does not dispose of the shares within either two tears of the date of the Option's grant or one year from the receipt of the shares. However, the amount by which the fair market value of a share at the time of exercise exceeds the exercise price of an Incentive Option will be a tax preference item for purposes of the alternative minimum tax. B. Nonqualified Options and Rights: An employee who receives a Nonqualified Option or a Right will not recognize any taxable income upon the grant of such Option or Right. In general, upon exercise of a Nonqualified Option or Right, an employee will be treated as having received ordinary income in an amount equal to the excess of the fair market value of the Shares at the time of exercise price. The tax discussion set forth above is included herein for general information only. All optionees are advised to consult their own tax advisors. VI. COST When the Company grants an Option or a Right under the plan to one of its employees, it costs the employee nothing to receive it, and there is no income, for tax purposes, to the employee. See "Tax Treatment" below. VII. TRANSFERABILITY The Options and Rights granted under the Plan are not transferable by the optionee except at death. VIII. TERMINATION OF EMPLOYMENT The Plan provides the each individual stock option grant may contain provisions regarding termination of employment as determined by the discretion of the Committee. A. Termination for Any Reason (other than death or disability): The form of stock option grant currently utilized by the Company provided the upon termination of employment with the Company, or its subsidiaries, for any reason, other than death or disability, any outstanding Option, to the extent not previously vested, shall terminate and become immediately null and void. To the extent such Option is vested, the holder thereof shall have a period of three additional months from the date of termination of employment to exercise the Option. Following the expiration of this three-month period the Option shall terminate. This Plan feature applies only to the 1992 Grants. B. Death or Disability: Upon termination as a result of an optionee's death or disability, all outstanding options shall continue normal vesting, shall remain exercisable for a period of one year following the occurrence of such death or disability. Following the expiration of the one year period, each Option whether or not vested shall terminate and become null and void. C. Pre-1992 Grants: For grants occurring prior to January 1992, the form of stock option grant provides that any portion of an Option not exercised prior to the termination of employment (for any reason including death of disability) shall become null and void whether or not such Option if vested. In addition to the foregoing, the Committee as a condition to the grant of an Option or Right, may in its discretion, require that each employee participant agree promptly following the grant of such Option or right, that in the event of termination of employment of such employee, other than as a result of dismissal without cause, such employee will not, for a period fixed at the time of grant of the Option or Right, enter into any other employment, or participate directly or indirectly in any other business or enterprise, which is competitive with the business of the Company or any subsidiary or parent corporation of the Company or enter into any employment in which such employee will be called upon to utilize special knowledge and information obtained through employment with the Company or any subsidiary or parent corporation thereof. IX. STOCK APPRECIATION RIGHTS. A Right entitles the holders upon exercise of such Right to receive from the Company, Shares, an amount of cash, or any combination of Shares and cash, upon the terms and conditions set forth in the Plan. Rights may be granted (I) alone, (ii) simultaneously with the grant of an Option (either incentive or nonqualified) and in conjunction with or as an alternative to such Option, or (iii) subsequent to the grant of a Non qualified Option and in conjunction with or in the alternative to such Option. A holder may exercise a Right in the same manner provided for exercising Options (see Section IV above). Upon exercise of a Right, the holder is entitled to receive a number of shares, an amount of cash, or any combination of the two as specified in the exercise request (but subject to the approval of the Committee in its sole discretion as to any cash payment) having an aggregate value equal to the product of (i) the excess of the fair market value of one share on the day the request by the holder is made over the exercise price per share of the Shares specified in such Right or its related Option, multiplied by (ii) the number of shares for which such Right is to exercised; provided however that the Committee, in its discretion, may impose a maximum limitation on the amount of cash, the fair market value of Shares, or a combination thereof, which may be received by a holder upon the exercise of a Right. Stock Appreciation Rights have other special rules relating to the exercise that are described more thoroughly in the terms of the individual documents relating to such Rights. X. ADJUSTMENTS TO EXERCISE PRICE: MERGERS AND REORGANIZATIONS The exercise price of any Option or Right established by the Committee may not be modified except as necessary to make adjustments for any change in the Shares subject to any Option or Right granted under the Plan through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend or other change in he corporate structure of the Company. If the Board of Directors of the Company approves (I) a consolidation or merger of the Company with another corporation and a change of control is effected in connection therewith or )ii) a sale of all or substantially all of the property or assets of the Company, or if more than 51% of the total combined voting power of all classes of stock of the company normally entitled to vote the election of directors is acquired by another person, firm or group, then all outstanding Options and Rights shall become immediately exercisable. Additionally, the Committee in its discretion, and subject to certain limitations, may determine that upon the occurrence of one of the above transactions all outstanding Options and Rights shall be canceled and the holders thereof shall receive, in cash or in one or more kinds of property payable in such transaction, an amount equal to the excess of the fair market value of the shares immediately prior to the occurrence of the transaction over the exercise price of the Option or Right. XI. WITHHOLDING TAXES The Company is required to withhold federal and state income taxes at the time that an Option or Right is exercised if its a taxable event to the employee. A. ISO's: If the employee tenders either cash or previously owned shares of the Company's Common Stock to exercise his/her Option, no withholding is requires because, as previously stated, there is not a taxable event when an ISO is exercised. IF the employee utilizes the cashless exercise payment alternative, a taxable event will occur and withholding is required. It may seem off that a taxable event occurs at the date of cashless exercise, but when the employee tenders the amount owed to the Company through the withholding of share of stock just acquired, he/she is in effect selling those shares to the Company, which is a taxable event. B. Nonqualified Options: The Company is required to withhold federal and state income taxes on the exercise date of the Nonqualified Options because the exercise of the Options is the taxable event. C. Stock Appreciation Rights: The Company is required to withhold for Rights to the extend that is taxable to the recipient. Compliance with tax withholding requirements may be accomplished through payroll deduction, or via check. The federal tax withholding is a minimum of 20% of the next taxable gain. XII. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN The Board may at any time suspend or terminate the Plan and may, subject to applicable law, amend the Plan (as well as outstanding Options) from time to time as it deems advisable. Except with respect to changes resulting form mergers or other extraordinary corporate transactions, for from stock splits or dividends, the Board cannot amend the Plan to (I) increase the maximum number of Shares subject thereto; (ii) reduce the exercise price of any Option or Right below the fair market value of the Shares on the date of grant; (iii) change to the class of employees eligible to receive Options or Rights under the Plan; or (iv) materially increase the benefits accruing to participants under the Plan without the prior consent of the shareholder of the Company then sufficient to approve the Plan to the extend necessary to qualify any or all Options under the Plan for favorable federal income tax treatment under Section 422 of the Internal Revenue Code as amended. XIII. ADMINISTRATION OF THE PLAN The Plan is administered by the Committee, consisting of not less than three directors to be appointed by the Board of Directors. The members of the Committee receive no compensation from the Company, except for general compensation paid to all members of the Board of Directors. The Company will reimburse the Committee for all necessary and proper expenses incurred in carrying out its duties. XIV. PAYMENT OF PLAN EXPENSES: USE OF PROCEEDS The Company will pay the expenses incident to the work of the Committee and to the administration of the Plan and all expenses related thereto. Proceeds realized form the exercise of Options will constitute general funds of the Company. There are no charges or deductions which maybe made against employees who receive Options or Rights under the Plan at any time. There are no liens which may be created on any Options, Rights or Shares issued upon the exercise of Options and Rights pursuant to the Plan or pursuant to the Stock Option Agreement. EX-99 17 EXHIBIT 99.15 EXHIBIT 99.15 WORTHEN STOCK OPTION PLAN ARTICLE PAGE - ------- ---- I. Purposes ........................................................... 1 II. Shares Subject to the Plan.......................................... 2 III. Administration ..................................................... 3 IV. Eligibility ........................................................ 6 V. Maximum Allotment of Incentive Options.............................. 7 VI. Option Price and Payment............................................ 7 VII. Fair Market Value................................................... 9 VIII. Use of Proceeds..................................................... 10 IX. Term of Options and Limitations on the Right of Exercise............ 10 X. Exercise of Options................................................. 11 XI. Stock Appreciation Rights........................................... 12 XII. Nontransferability of Options and Stock Appreciation Rights......... 15 XIII. Termination of Employment........................................... 15 XIV. Adjustment of Shares; Effect of Certain Transactions................ 17 XV. Change of Control................................................... 17 XVI. Loans or Guarantee of Loans......................................... 18 XVII. Reload Options...................................................... 19 XVIII. Right to Terminate Employment....................................... 19 XIX. Purchase for Investment............................................. 19 XX. Issuance of Certificates; Legends; Payment of Expenses.............. 20 XXI. Withholding Taxes................................................... 22 -i- ARTICLE PAGE - ------- ---- XXII. Listing of Shares and Related Matters......... 22 XXIII. Amendment of the Plan......................... 22 XXIV. Termination or Suspension of the Plan......... 23 XXV. Governing Law................................. 24 XXVI. Effective Date................................ 24 WORTHEN STOCK OPTION PLAN I. PURPOSE ---------- Worthen Banking Corporation ("Worthen"), desires to afford certain of its key employees and key employees of any subsidiary corporation or parent corporation now existing or hereafter formed or acquired who are responsible for the continued growth of Worthen an opportunity to acquire a proprietary interest in Worthen, and thus to create in such key employees an increased interest in and a greater concern for the welfare of Worthen. The stock options ("Options") and stock appreciation rights ("Rights") offered pursuant to this Worthen 1993 Stock Option Plan (the "Plan") are a matter of separate inducement and are not in lieu of any salary or other compensation for the services of any key employee. Worthen, by means of the Plan, seeks to retain the services of persons now holding key positions and to secure the services of persons capable of filling such positions. The Options granted under the Plan are intended to be either incentive stock options ("Incentive Options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as it may from time to time be amended (the "Code"), or options that do not meet the requirements for Incentive Options ("Nonqualified Options"), but Worthen makes no warranty as to the qualification of any Option as an Incentive Option. II. SHARES SUBJECT TO THE PLAN ------------------------------- The total number of common shares of Worthen which either may be purchased pursuant to the exercise of Options granted under the Plan or acquired pursuant to the exercise of Rights granted under the Plan shall not exceed, in the aggregate, five hundred thousand (500,000) of the presently authorized common shares, $1.00 par value per share, of Worthen (the "Shares"). Accordingly, the sum of (a) the number of Shares subject at any one time to Options or Rights granted under the Plan and (b) the number of Shares then outstanding pursuant to exercises of Options or Rights granted under the Plan, shall not exceed five hundred thousand (500,00) Shares. The term "Shares" shall include any securities, cash or other property into which Shares may be changed through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split-up, split-off, spin-off, combination of Shares, exchange of Shares, issuances of rights to subscribe or change in capital structure. Shares which are subject to Rights and related Options shall be counted only once in determining whether the maximum number of Shares which may be purchased or acquired under the Plan has been exceeded. Shares which may be acquired under the Plan may be either authorized but unissued Shares, Shares of issued stock held in Worthen's treasury, or both, at the discretion of Worthen. If and to the extent that Options granted under the Plan expire or terminate without having been exercised, new Options or Rights may be granted with respect to the shares covered by such expired or terminated Options or Rights, provided that the grant and the terms of such new Options or Rights shall in all respects comply with the provisions of the Plan. Except as provided in Article XXII, Worthen may, from time to time during the period beginning April 27, 1993 (the "Effective Date") and ending April 26, 2003 (the "Termination Date"), grant to certain key employees of Worthen, or of any subsidiary corporation or parent corporation of Worthen now existing or hereafter formed or acquired, Options, Rights or both Options and Rights, under the terms hereinafter set forth. Provisions of the Plan which pertain to Options or Rights granted to an employee shall apply to Options, Rights or a combination thereof. As used in the Plan, the terms "subsidiary corporation" and "parent corporation" shall mean, respectively, a corporation coming within the definition of such terms contained in Sections 424(f) and 424(e) of the Code. III. ADMINISTRATION --------------------- The Board of Directors of Worthen (the "Board of Directors") hereby designates the Worthen Human Resources and Compensation Committee (the "Committee") as the Committee of the Board of Directors authorized to administer the Plan. The Committee shall consist of no fewer than three members of the Board of Directors, each of whom shall be a "disinterested person" within the meaning of Rule 16b-3 (or any successor rule or regulations) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A majority of the members of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee shall be the act of the Committee. Any member of the Committee may be removed at any time either with or without cause by resolution adopted by the Board of Directors, and any vacancy on the Committee may at any time be filled by resolution adopted by the Board of Directors. Subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, to determine the employees to whom Options or Rights shall be granted, the time when such Options or Rights shall be granted to employees, the number of Shares which shall be subject to each Option or Right, the purchase price of each share which shall be subject to each Option or Right, the period(s) during which such options or Rights shall be exercisable (whether in whole or in part), and such other terms and provisions thereof; including, but not limited to, any provisions relating to the effect upon exercisability of the death or termination of employment of the employee, the extension of any loan to the employee to finance the exercise of the Option under Article XVI, any change in the vesting of options on a change of control under Article XV and any provision for an automatic regrant of options under Article XVII. In determining the employees to whom Options or Rights shall be granted, the Committee shall consider the length of service, the amount of earnings and the responsibilities and duties of such employees. Subject to the express provisions of the Plan, the Committee also shall have authority to construe the Plan and Options and Rights granted thereunder, to amend the Plan and Options and Rights granted thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective Options and Rights (which need not be identical) and to make all other determinations necessary or advisable for administering the Plan. The Committee also shall have the authority to require, in its discretion, that the employee agree, promptly after the grant of an Option or Rights, (i) not to sell or otherwise dispose of Shares acquired pursuant to the exercise of an Option or Right granted under the Plan for a period of six (6) months following the date of acquisition; and (ii) that in the event of termination or employment of such employee, such employee will not, for a period to be fixed at the time of the grant of the Option or Right, enter into any other employment, or participate directly or indirectly in any other business or enterprise, which is competitive with the business of Worthen or any subsidiary corporation or parent corporation of Worthen, or enter into any employment in which such employee will be called upon to utilize special knowledge and information obtained through employment with Worthen or any subsidiary corporation or parent corporation thereof. The determination of the Committee on matters referred to in this Article III shall be conclusive. Whether or not a Committee is separately designated by the Board of Directors, any or all powers and functions of the Committee may at any time and from time to time be exercised by the Board of Directors; provided, however, that such powers and functions of the Committee may be exercised by the Board of Directors only if, at the time of such exercise, each of the members of the Board of Directors are "disinterested persons" within the meaning of Rule 16b-3 (or any successor rule or regulation) promulgated under the Exchange Act. The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Board of Directors or the Committee in the engagement of such counsel, consultant or agent shall be paid by Worthen. No member or former member of the Committee or of the Board of Directors shall be liable for any action or determination made in good faith with respect to the Plan or any Option or Right granted hereunder. IV. ELIGIBILITY ------------------- Options and Rights may be granted only to salaried key employees of Worthen or of any subsidiary corporation or parent corporation of Worthen, except members of the Committee and except as hereinafter provided, and shall not be granted to any officer or director who is not also a salaried key employee. Any person who shall have retired from the active employment by Worthen, although such person shall have entered into a consulting contract with Worthen, shall not be eligible to receive an Option or a Right. An Incentive Option shall not be granted to any person who, at the time such Option is granted, owns shares of Worthen or any subsidiary corporation or parent corporation of Worthen who possesses more than ten percent (10%) of the total combined voting power of all classes of shares of Worthen or of any subsidiary corporation or parent corporation of Worthen, unless (i) the exercise price per share is not less than one hundred and ten percent (110%) of the fair market value per share on the date such Option is granted and (ii) such option by its terms is not exercisable after the expiration of five (5) years from the date such Option is granted. In determining share ownership of an employee, the rules of Section 424(d) of the Code shall be applied, and the Committee may rely on representations of fact made to it by the employee and believed by it to be true. V. MAXIMUM ALLOTMENT OF INCENTIVE OPTIONS ------------------------------------------- To the extent that the aggregate fair market value of shares as to which Incentive Options (determined without regard to this Article V) are exercisable for the first time by an employee during any calendar year exceeds $100,00, such options shall be treated as Nonqualified Options. VI. OPTIONS PRICE AND PAYMENT ------------------------------- The price for each Share purchasable under any Option granted hereunder shall not be less than (i) one hundred percent (100%) of the fair market value per Share with respect to Incentive Options, and (ii) one hundred percent (100%)of the fair market value per Share with respect to Nonqualified Options, at the date any such Option is granted; provided, however, that, in the case of an incentive Option granted to a person who, at the time such Option is granted, owns shares of Worthen who possesses more than ten percent (10%) of the total combined voting power of all classes of shares of Worthen, the purchase price for each share shall be such amount as the Committee, in its best judgment, shall determine to be not less than one hundred and ten percent (110%) of the fair market value per Share at the date the Option is granted. Worthen shall cause such Share certificates to be issued only when it shall have received the full purchase price for the Shares in cash; provided, however, that in lieu of cash, the holder of an Option may, if the terms of such Option so provide in the discretion of the Committee and to the extent permitted by applicable law, exercise his Option, in whole or in part (i) by delivering to Worthen common shares of Worthen (in proper form for transfer and accompanied by all requisite stock transfer tax stamps or cash in lieu thereof) owned by such holder having a fair market value equal to the cash exercise price applicable to that portion of the Option being exercised by the delivery of such shares, or (ii) permitting Worthen to retain from the Option being exercised a number of shares that have a fair market value equal to the total exercise price for all the shares of the Option being exercised; the fair market value of the shares so delivered or retained to be determined on the exercise date in the same manner as provided for the determination of the fair market value on the date of grant, or as may be required in order to comply with or to conform to the requirements of any applicable laws or regulations. For this provision, the exercise date is the date on which shares are received pursuant to the Option and payment is made therefor. By way of example of the exercise of options under clause (ii) above: Assume Employee has an option to purchase 1000 shares at $10.00 per share (the "Option"). Assume that Employee gives proper notice and elects to exercise the Option on January 5, 1995, at which date the fair market value of the shares is $20.00 per share. Assuming that Employee's grant permits Employee to use clause (ii) for the payment of shares, and that the Stock Option Committee, in its discretion, approves of that method, then, on January 5, 1996, Worthen will retain 500 shares of the Option being exercised (i.e., shares having an aggregate fair market value of $10,000, which is the total exercise price of the 1,000 shares of the Option being exercised) and Employee will receive 500 shares. Employee will have no further shares available under the Option. VII. FAIR MARKET VALUE ----------------------- For the purpose of this Plan, fair market value shall be defined as follows: If the shares of Worthen are listed on a national securities exchange in the United States, the fair market value per Share shall be deemed to be the average of the high and low sale prices per share of such Shares of Worthen on such national securities exchange in the United States on such date, but if the Shares of Worthen are not traded on such date or such national securities exchange is not open for business on such date, the fair market value per Share shall be the average of such high and low sale prices on the last preceding date on which such exchange shall have been open for business and the Shares of Worthen were traded. If the Shares of Worthen are listed on more than one national securities exchange in the United States on the date any such Option is granted, the Committee shall determine which national securities exchange shall be used for the purpose of determining the fair market value per Share. If at the date any Option is granted a public market exists for the Shares of Worthen but such Shares are not listed on a national securities exchange in the United States, the fair market value per Share shall be deemed to be the mean between the closing bid and asked quotations in the over-the-counter market for such Shares of Worthen in the United States on the date such Option is granted. If there are not bid and asked quotations for such Shares on such date, the fair market value per Share shall be deemed to be the mean between the closing bid and asked quotations in the over-the-counter market in the United States for such Shares of Worthen on the closest date preceding the date such Option is granted for which such quotations are available. VIII. USE OF PROCEEDS Any cash proceeds of the sale of Shares subject to the Options granted hereunder are to be added to the general funds of Worthen and used for its general corporate purposes as the Board of Directors shall determine. Shares received or retained by Worthen as payment, in whole or in part, for the exercise of any Option may, in the discretion of the Board of Directors, be retained as treasury shares or returned and cancelled. IX. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE Unless the Committee shall determine otherwise (in which event, the instrument evidencing the Option granted hereunder shall so specify), and subject to the provisions of Article IV, any Incentive Option granted hereunder shall be exercisable during a period of not more than ten (10) years from the date of grant of such -10- Option at such times and in such amounts as the Committee shall determine at such date of grant. Any Nonqualified Option granted hereunder shall be exercisable at such times, in such amounts and during such period or periods as the Committee, with the Board of Directors approval, shall determine at the date of the grant of such Option. The Committee shall have the right to accelerate, in whole or in part, form time to time, conditionally or unconditionally, rights to exercise any Option granted hereunder. To the extent that an Option is not exercised within the period of exercisability specified therein, it shall expire as to the then unexercised part. If any Option granted hereunder shall terminate prior to the Termination Date, the Committee shall have the right to use the Shares as to which such ?Option shall not have been exercised to grant one or more additional Options to any eligible employees, but any such grant of an additional Option shall be made prior to the close of business on the Termination Date. In no event shall an Option granted hereunder be exercised for a fraction of a share. X. EXERCISE OF OPTIONS Options granted under the Plan shall be exercised by the optionee as to all or part of the Shares covered thereby by the giving of written notice of the exercise thereof to the Corporate Secretary of Worthen at the principal business office of Worthen, specifying the number of Shares to be purchased and accompanied by payment of the purchase price. -11- XI. STOCK APPRECIATION RIGHTS In the discretion of the Committee and subject to the Board of Directors approval, a Right may be granted (I) alone, (ii) simultaneously with the grant of an Option (either Incentive or Nonqualified) and in conjunction therewith or in the alternative thereto or (iii) subsequent to the grant of a Nonqualified Option and in conjunction therewith or in the alternative thereto. The exercise price of a Right granted alone shall be determined by the Committee, but shall not be less than one hundred percent (100%) of the fair market value of one Share on the date of grant of such Right. A Right granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the related Option, and shall be exercisable only to the same extent as the related Option; provided, however, that a Right, by its terms, shall be exercisable only when the fair market value of the Shares subject to the Right and related Option exceeds the exercise price thereof. Upon exercise of a Right granted simultaneously with or subsequent to an Option and in the alternative thereto, the number of Shares for which the related Option shall be exercisable shall be reduced by the number of Shares for which the Right shall have been exercised. The number of Shares for which a Right shall be exercisable shall be reduced upon any exercise of the related Option by the number Shares for which such Option shall have been exercised. -12- Any Right shall be exercisable upon such additional terms and conditions as may from time to time be prescribed the Committee. A Right shall entitle the holder to receive from Worthen, upon a written request filed with the Corporate Secretary of Worthen at its principal offices (the "Request"), a number of Shares as specified in the Request (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), an amount of cash, or any combination of Shares and cash, as set forth in the Request (but subject to the approval of the Committee, in its sole discretion, at any time up to and including the time of payment, as to the making of any cash payment), having an aggregate value equal to the product of (I) the excess of the fair market value on the day of such Request of one Share over the exercise price per Share specified in such Right or its related Option, multiplied by (ii) the number of Shares for which such Right shall be exercised; provided, however, that the Committee, in its discretion, may impose a maximum limitation on the amount of cash, the fair market value of Shares, or a combination thereof, which may be received by a holder upon exercise of a Right. Any election by a holder of a Right to receive cash in full or partial settlement of such Right, any exercise of such Right for cash, maybe made only by a Request filed with the Corporate Secretary of Worthen during the period beginning on the third business day following the date of release for publication by Worthen of quarterly or annual summary statements of earnings and profits and ending on the twelfth business day following such date. -13- Within sixty (60) days of the receipt by Worthen of a Request to receive cash in full or partial settlement of a Right or to exercise such Right for cash, the Committee shall, in its sole discretion, either consent to or disapprove, in whole or in part, such Request. If the Committee disapproves in whole or in part any election by a holder to receive cash in full or partial settlement of a Right or to exercise such Right for cash, such disapproval shall not affect such holder's right to exercise such Right at a later date, to the extent that such Right shall be otherwise exercisable, or to elect the form of payment at a later date, provided that an election to receive cash upon such later exercise shall be subject to the approval of the Committee. Additionally, such disapproval shall not affect such holder's right to exercise any related Option or Options granted to such holder under the Plan. A holder of a Right shall not receive cash or Shares of Worthen Banking Corporation stock in full or partial settlement of such Right, or upon the full or partial exercise of such Right, if such Right or the related Option shall have been exercised during the first six (6) months of its respective term; provided, however, that such prohibition shall not applying the holder of such Right dies or become disabled (within the meaning of Section 105(d)(4) of the Code) prior to the expiration of such six-month period, or if such holder is not a director, officer or a beneficial owner of the more than 10% of any class of equity security of Worthen as described in Section 16(b) of the Exchange Act. -14- A right shall be deemed exercised on the last day of its term, if not otherwise exercised by the holder thereof, provided that the fair market value of the Shares subject to the Right exceeds the exercise price thereof on such date. XII. NONTRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS Neither an Option nor a Right granted hereunder shall be transferable otherwise than by will or the laws of descent and distribution, and any Option or Right granted hereunder shall be exercisable, during the lifetime of the holder, only by such holder. XIII. TERMINATION OF EMPLOYMENT Upon termination of employment of any employee with Worthen and all subsidiary corporations and parent corporations, any Option or Right previously granted to the employee, unless otherwise specified by the Committee in the Option or Right, shall, to the extent not theretofore exercised, terminate and become null and void. In no event, however, shall any person be entitled to exercise any Option or Right after the expiration of the period of exercisability of such Option or Right as specified therein. If applicable to an Option or Right granted hereunder, whenever such Option or Right shall be exercised by the legal representative of a deceased employee or former employee, or by a person who acquired an Option or Right granted hereunder by bequest or inheritance or by reason of the death of any employee or former employee, written notice of such exercise shall be accompanied by -15- a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Option or Right. For the purpose of the Plan, an employment relationship shall be deemed to exist between an individual and a corporation if, at the time of the termination, the individual was an "employee" of such corporation for purposes of Section 422(a) of the Code. If an individual is on leave of absence taken with the consent of the corporation by which such individual was employed, or is on active military service, and is determined to be an "employee" for purposes of the exercise of an Option or Right, such individual shall not be entitled to exercise such Option or Right during such period and while the employment relationship is treated as continuing intact unless such individual shall have obtained the prior written consent of such corporation, which consent shall be signed by the Chairman of the Board, the President, a Senior Vice-President or other duly authorized officer of such corporation. A termination of employment shall not be deemed to occur by reason of (i) the transfer of an employee from employment by Worthen to employment by a subsidiary corporation or a parent corporation of Worthen or (ii) the transfer of an employee from employment by a subsidiary corporation or a parent corporation of Worthen to employment by Worthen or by another subsidiary corporation or parent corporation of Worthen. -16- XIV. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS Notwithstanding any other provision contained herein, in the event of any change in the Shares subject to the Plan or to any Option or Right granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, issuance of rights to subscribe, or change in capital structure) appropriate adjustments shall be made by the Committee as to the maximum number of Shares subject to the Plan, the maximum number of Shares for which Options or Rights may be granted to any one employee and the number of Shares and price per Share subject to outstanding Options or Rights as shall be equitable to prevent dilution or enlargement of rights under Options or Rights, and the determination of the Committee as to these matters shall be conclusive; provided, however, that (i) any such adjustment with respect to an Incentive Option and any related Right shall comply with the rules of Section 424(a) of the Code, and (ii) in no event shall any adjustment be made which would render any Incentive Option granted hereunder other than an Incentive Option for purposes of Section 422 of the Code. XV. CHANGE OF CONTROL In the discretion of the Committee, the Option or Right may contain a provision to accelerate the exercisability of any Option or Right on a change of control as may be defined by the Committee. -17- In addition, the Committee, in its discretion, may determine that, upon the occurrence of a change of control as defined, each Option or Right outstanding hereunder shall terminate within a specified number of days after notice to the holder, and such holder shall receive, with respect to each Share subject to such Option or Right, an amount equal to the excess of the fair market value of the Shares immediately prior to the occurrence of such transaction over the exercise price of such Option or Right; such amount shall be payable in cash, in one or more of the kinds of property payable in such transaction, or in a combination thereof, as the Committee in its discretion shall determine. The provisions contained in the preceding sentence shall be inapplicable to any Option or Right granted within six (6) months before the occurrence of a transaction described above if the holder of such Option or Right is a director, officer, or a beneficial owner of more than 10% of any class of equity security of Worthen as described in Section 16(a) of the Exchange Act, unless such holder dies or becomes disabled (within the meaning of Section 105(d)(4) of the Code) prior to the expiration of such six-month period. XVI. LOANS OR GUARANTEE OF LOANS The Committee may authorize the extension of a loan to an employee by Worthen (or the guarantee by Worthen of a loan obtained by an employee from a third party) in order to assist an employee to exercise an Option under the Plan. The terms of any loans or guarantees, including the interest rate, if any, and terms of repayment, will be subject to the discretion of the Committee. Loans and guarantees may be granted with or without security, the -18- maximum credit available being the exercise price of the Option sought to be exercised plus any tax liability incurred upon exercise of the Option. XVII. RELOAD OPTIONS The Committee may provide in any Option for the automatic regrant of any option for all or a portion of the number of shares which were acquired by the exercise of the Option; provided, however, that no such reload option shall be effective unless separately ratified by the Committee within ninety (90) days of the exercise of the Option and no Option shall provide for more than two regrants of options upon its exercise. Any such regrant shall be in accordance with the provisions of the Option except the purchase price of the Shares shall be the fair market value as of the date of ratification by the Committee. XVIII. RIGHT TO TERMINATE EMPLOYEMENT The Plan shall not impose any obligation on Worthen or on any subsidiary corporation or parent corporation thereof to continue the employment of any holder of an Option or Right; it shall not impose any obligation on the part of any holder of an Option or Right to remain in the employ of Worthen or of any subsidiary corporation or parent corporation thereof. XIX. PURCHASE FOR INVESTMENT Except as hereafter provided, the holder of an Option or Right granted hereunder shall, upon any exercise hereof, execute and deliver to Worthen a written statement, in form satisfactory to Worthen, in which such holder represents and warrants that such -19- holder is purchasing or acquiring the Shares acquired thereunder for such holder's own account, for investment only and not with a view to the resale or distribution of any of such Shares. Any resale or distribution of such Shares shall be made only pursuant to either (a) a Registration Statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement shall have become effective and is then current with regard to the Shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the holder shall, prior to any offer of sale or sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to Worthen, from counsel for or approved by Worthen, as to the application of such exemption thereto. The foregoing restriction shall not apply to (i) issuances by Worthen so long as the Shares being issued are registered under the Securities Act and a prospectus in respect thereof is current or (ii) reofferings of Shares by affiliates of Worthen (as defined in Rule 405 or any successor rule or regulation promulgated under the Securities Act) if the Shares being reoffered are registered under the Securities Act and a prospectus in respect thereof is current. XX. ISSUANCE OF CERTIFICATES; LEGENDS; PAYMENTS OF EXPENSES Upon any exercise of an Option or Right which may be granted hereunder and, in the case of an Option, payment of the purchase price, a certificate or certificates for the Shares as to which the Option or Right has been exercised shall be issued by Worthen in -20- the name of the person exercising the Option or Right and shall be delivered to or upon the order of such person or persons, as permitted by state or federal securities law. Worthen may place such legend or legends upon the certificates for Shares issued upon exercise of an Option or Right granted hereunder, and the Committee may issue such "stop transfer" instructions to its transfer agent in respect of such Shares, as the Committee, in its discretion, determines to be necessary or appropriate to (i) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act, (ii) implement the provision of any agreement between Worthen and the optionee or grantee with respect to such Shares, or (iii) permit Worthen to determine the occurrence of a disqualifying disposition, as described in Section 421(b) of the Code, of Shares transferred upon exercise of an Incentive Option granted under the Plan. Worthen shall pay all issue or transfer taxes with respect to the issuance of transfer of shares, as well as all fees and expenses necessarily incurred by Worthen in connection with such issuance or transfer, except fees and expenses which may be necessitated by the filing or amending of a Registration Statement under the Securities Act, which fees and expenses shall be borne by the recipient of the Shares unless such Registration Statement has been filed by Worthen for its own corporate purposes (and Worthen so states) in which event the recipient of the Shares shall bear only such fees and expenses as are attributable solely to the inclusion of such Shares in the Registration Statement. -21- All Shares issued as provided herein shall be fully paid and non-assessable to the extent permitted by law. XXI. WITHHOLDING TAXES Worthen may require an employee exercising a Right or a Nonqualified Option granted hereunder to reimburse the corporation which employs such employee for any taxes required by any government to be withheld or otherwise deducted and paid by such corporation in respect of the issuance of Shares. In lieu thereof, the corporation which employs such employee shall have the right to withhold the amount of such taxes from any other sums due or to become due from such corporation to the employee upon such terms and conditions as the Committee shall prescribe. XII. LISTING OF SHARES AND RELATED MATTERS If at any time the Board of Directors shall determine in its discretion that the listing, registration or qualification of the Shares covered by the Plan upon any national securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of Shares under the Plan, no Shares shall be delivered unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Board of Directors. XXIII. AMENDMENT OF THE PLAN The Board of Directors may, from time to time, amend the Plan, provided that no amendment shall be made, without the approval of the stockholders of Worthen, of such approval is necessary to (i) maintain qualification of the Plan under Rule 16b-3 (or any successor rule or regulation) of the Securities Exchange Act of 1934, (ii) comply with the provisions of the Code, or (iii) comply with the rules and negotiations of any applicable stock exchange or self-regulatory organization. The Committee shall be authorized to amend the Plan and the Options granted thereunder to permit the Options granted thereunder to qualify as incentive stock options under Section 422 of the Code and the Treasury regulations promulgated thereunder and, to the extent permitted under applicable laws, rules, and regulations, to include the cashless exercise provision of Article VI. The rights and obligations under any Option or Right granted before amendment of the Plan or any unexercised portion of such Option or Right shall not be adversely affected by amendment of the Plan or the Option or Right without the consent of the holder of the Option or Right. XXIV. TERMINATION OR SUSPENSION OF THE PLAN The Board of Directors may at any time suspend or terminate the Plan. The Plan, unless sooner terminated under Article XXII or by action of the Board of Directors, shall terminate at the close of business on the Termination Date. An Option or Right may not be granted while the Plan is suspended or after it is terminated; provided, however, that options or rights previously issued and unexpired shall continue to exist and may be validly exercised, pursuant to the provisions of the Plan, until each option and/or right individually expires. Rights and obligations under any Option or Right granted while the Plan is in effect shall not be -23- altered or impaired by suspension or termination of the Plan, except upon the consent of the person to whom the Option or Right was granted. The power of the Committee to construe and administer any Options or Rights granted prior to the termination or suspension of the Plan under Article III shall nevertheless continue after such termination or during such suspension. XXV. GOVERNING LAW The Plan, such Options and Rights as may be granted thereunder and all related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of Arkansas from time to time obtaining. XXVI. EFFECTIVE DATE The Plan shall become effective at 2:00 p.m., Central Standard Time, on the Effective Date, the date on which the Plan was adopted by the Board of Directors. -24- CERTIFICATE I, William B. Keisler, Secretary of Worthen Banking Corporation, certify that the foregoing is a true and correct copy of the Worthen banking Corporation 1993 Stock Option Plan as adopted by the board of directors of the corporation April 27, 1993, and authorized by its shareholders June 22, 1993. /s/ William B. Keisler - ---------------------- William B. Keisler Secretary EX-99 18 EXHIBIT 99.16 EXHIBIT 99.16 1983 INCENTIVE STOCK OPTION PLAN FOR FIRST NEW MEXICO BANKSHARE CORPORATION ARTICLE 1 PURPOSE OF PLAN This Incentive Stock Option Plan (the "Plan") is intended as an incentive and to encourage stock ownership by certain officers and key executive employees of First New Mexico Bankshare Corporation (the "Corporation") and its subsidiary corporations so that they may acquire or increase their proprietary interest in the success of the Corporation and Subsidiaries, and to encourage them to remain in the employ of the Corporation or the Subsidiaries. It is intended that this purpose be achieved through grants under the plan of options to purchase shares of the Corporation's Capital Stock and related stock appreciation Rights ("SARs") and limited SARs (such options, SARs and Limited SARs sometimes herein collectively referred to as "Rights"). It is further intended that options issued pursuant to this Plan shall constitute incentive stock options within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended. Participating subsidiaries shall be the subsidiaries of the Corporation that both qualify as a "subsidiary corporation" as defined in Section 425(f) of the Internal Revenue Code of 1954, as amended, and are designated from time to time by the Board of Directors as Participating Companies. Currently, Bankshare; Albuquerque National Bank; First National Bank in Raton; The Merchants Bank; The First National Bank of Rio Arriba; Security National Bank of Roswell; The Capital Bank; The Clovis National Bank; Grant County Bank; Valley Bank; Bank of Las Cruces, N.A.; and Southwest National Bank are participating companies under the Plan. ARTICLE II ADMINSTRATION The Plan shall be administered by the Incentive Compensation Committee (the "Committee") appointed by the Board of Directors of the Corporation. The Committee shall consist of not less than three members of the Corporation's Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. The Committee shall select one of its members as Chairman, and shall hold meeting at such times and places as it may determine. A majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. The Committee shall from time to time at its discretion make recommendations to the Board of Directors with respect to the key executive employees who shall be granted Rights and the amount of Rights to be granted to each. No director shall be designated as or continue to be a member of the Committee unless he shall at the time of designation and throughout his service be a "disinterested person". A "disinterested person" is one who is not at the time he exercises discretion in administering the Plan eligible and has not at any time within -1- one year prior thereto been eligible for selection as a person to whom rights may be granted pursuant to the Plan or any other plan of the Corporation or any of its affiliates entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Corporation or any of its affiliates, or one who otherwise satisfies the definition of "disinterested person" under SEC Rule 16b-3 under the Securities Exchange Act of 1934, as the same may be now or hereafter amended. The Board of Directors of the Corporation shall not act upon matters affecting or relating to the Plan unless a majority of the Board and a majority of those acting in the matter are disinterested persons. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final unless otherwise determined by the Board of Directors. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. ARTICLE III ELIGIBILITY The persons who shall be eligible to receive options shall be such key executive employees (including officers, whether or not they are Directors) of the Corporation or its Subsidiaries existing from time to time as the Board of Directors shall select from time to time from among those nominated by the Committee. An optionee may hold more than one option, but only on the terms and subject to the restrictions hereafter set forth. No person shall be eligible to receive an option for a larger number of shares than is recommended for him by the Committee. ARTICLE IV STOCK The stock subject to the options shall be shares of the Corporation's authorized but unissued or reacquired common stock hereafter sometimes called Capital Stock. The aggregate number of shares which may be issued under options under this plan shall not exceed 100,000 shares of Capital Stock. The maximum number of shares which may be optioned in any one calendar year shall not exceed 25,000; provided, however, that any shares not optioned may be carried over and optioned in the following calendar year(s) in addition to the shares available in that calendar year. The number of shares with respect to which options may be granted to any individual under any and all options under this plan which are issued to him by the Corporation shall not exceed 10,000 shares. The aggregate fair market value (determined as of the time the option is granted) of the Capital Stock for which any employee may be granted Incentive Stock Options in any calendar year under the Plan and all such other plans of the Corporation and its Subsidiaries shall not exceed $100,000 plus any unused limit carry-over to such year as defined under Section 422A of the Internal Revenue Code of 1954, as amended. The limitations established by this paragraph shall be subject to adjustment as provided in Article V(i) of the Plan. In the event that any outstanding options under the Plan for any reason expires or is terminated, the shares of Capital Stock allocable to the unexercised portion of such option may again be subjected to an option under the Plan. -2- ARTICLE V TERMS AND CONDITIONS OF OPTIONS Stock options granted pursuant to the Plan shall be authorized by the Board of Directors and shall be evidenced by agreements in such form as the Committee shall from time to time recommend and the Board of Directors shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions. (a) Number of Shares Each option shall state the number of shares to which it pertains. (b) Option Price Each option shall state the option price, which shall not be less than 100% of the fair market value of the shares of Capital Stock of the Corporation on the date of the granting of the option. If an individual owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation or any of its parent or subsidiary corporations (hereinafter referred to as a "10 percent employee-stockholder"), the option price must be at least 110 percent of the fair market value of the stock on the date of the grant. During such time as such stock is not listed upon an established stock exchange the fair market value per share shall be the mean between representative dealer "bid" and "ask" prices of the Capital Stock in the over-the-counter market on the day the option is granted, as quoted on the NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATIONS SERVICE (NASDAQ). If the stock is listed upon an established stock exchange or exchanges such fair market value shall be deemed to be the highest closing price of the Capital Stock on such stock exchange or exchanges on the date the option is granted or if no sales of the Corporation's Capital Stock shall have been made on any stock exchange on that day, on the next preceding day on which there was a sale of such stock. Subject to the foregoing the Board of Directors and the Committee in fixing the option price shall have full authority and discretion and be fully protected in doing so. (c) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by check. Payment with previously acquired Capital Stock or with a combination of Capital Stock and cash is also allowable. Capital Stock used to satisfy the exercise price of an option shall be valued at the fair market value of such stock determined as of the date of the exercise in the manner specified in Article V(b) above. (d) Term and Exercise of Option No option shall be exercisable either in whole or in part prior to twenty-four months from the date it is granted. Subject to the right of cumulation provided in the last sentence of this subdivision each option shall be exercisable as to not more than one-half of the total number of shares covered thereby during each twelve month period commencing twenty-four months from the date of the granting of the option until all shares covered by the option shall become purchasable. The Committee may provide, however, for the exercise of options after the initial twenty-four month period, either as to an increased percentage of shares per year or as to all remaining shares, if the employee shall, with the approval of the Corporation, retire. No option shall be exercisable after the expiration of ten years from the date it is granted, but if it is granted to a more than 10 percent employee-shareholder, then the exercise -3- period is reduced to 5 years. Not less than one hundred shares may be purchased at any one time unless the number purchased is the total number at the time purchasable under the option. During the lifetime of the optionee, the option shall be exercisable only by him and shall not be assignable or transferable by him and no other persons shall acquire any rights therein. To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, in any subsequent period but not later than ten years from the date the option is granted, or five years in the case of a 10 percent employee-shareholder. (e) Stock-Appreciation Rights (1) In General. A Stock Appreciation Right (SAR) is a right to surrender in whole or in part a stock option granted under this Plan (the "Related Option") in exchange for the payment of an amount equal to the number of shares of Capital Stock covered by the surrendered portion of the Related Option times the per share difference between the option price and the (fair market value of the Capital Stock) subject to the Related Option on the date of exercise of the SAR. The "payment" may be made in cash, in shares of Capital Stock or in a combination of the two. If shares of Capital Stock are used for payment, they will be valued at the fair market value of the Capital Stock at the date of the exercise of the SAR. (2) Discretionary SAR's. The Board of Directors shall have the authority, upon the recommendation of the Committee, to grant SAR's in connection with a grant of any stock option under this plan upon such terms and conditions consistent with the provisions of this Plan as it may deem appropriate, subject to the following further limitations. a. Unless the Board of Directors otherwise specifies, an SAR may only be granted with respect to an option at the time of the grant of the Related Option. b. SAR's may only be exercised to the extent that the underlying option is exercisable, and only when the market price of the Capital Stock subject to the Related Option exceeds the exercise price of the related option. c. Upon the exercise of a SAR, the Related Option shall be deemed to have been exercised to the extent of the shares of Capital Stock with respect to which the SAR is exercised so that such number of shares shall no longer be available for issuance pursuant to the Plan. d. No SAR shall be transferable except by will or by the laws of descent and distribution. During the life of a holder of a SAR, the SAR shall be exercisable only by him. e. To exercise an SAR, the holder shall (i) give written notice thereof to the Corporation in form satisfactory to the Committee addressed to the Secretary of the Corporation specifying the number of shares of Capital Stock with respect to which he is exercising the SAR, and (ii) if requested by the Corporation, deliver the agreements evidencing the rights being exercised to the Secretary of the Corporation who shall endorse thereon a notation of such exercise and return the agreements to the holder thereof. The date of exercise of a SAR which is validly exercised shall be deemed to be the date on which the Corporation shall have received the instruments referred to in the immediately preceding sentence. f. SAR's granted or held by Officers and Directors of the Corporation shall contain such further limitations as may be necessary to satisfy SEC Rule 16b-3 under the Securities Exchange Act of 1934, as nor or hereafter amended. -4- g. Any terms of the SAR not specifically described herein shall be set forth in the Option Agreement for the Related Option. (3) Limited SAR's. Every holder of a stock option granted hereunder ("Related Option") who may be restricted from exercising the option and reselling the Capital Stock acquired thereunder within 6 months due to his being an "officer" or "director" of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934 shall be deemed to have been granted at the date of the grant of the Related Option a limited SAR upon the following terms and conditions: a. Such limited SAR shall be subject to all of the limitations specified in the Article V.(e)2.a. through Article V.(e)2.f. above. b. The limited SAR may be exercised only during the period beginning on the first day following the date of expiration of any tender offer or exchange offer for shares of Capital Stock (other than one made by the Corporation), provided that shares of Capital Stock are acquired pursuant to such offer (the "Offer"), and ending on the 30th day following such date. c. The limited SAR may only be exercised for cash. d. The amount of the payment to be made upon the exercise of the limited SAR shall be an amount in cash equal to the product obtained by multiplying (i) the excess of (A) the "offer price per share of Capital Stock" (as hereinafter defined) over (B) the Option Price per share of Capital Stock under the Related Option by (ii) the number of shares of Capital Stock with respect to which such limited SAR is being exercised. The phrase "Offer Price per share of Capital Stock" shall mean with respect to the exercise of any limited SAR, the highest price per share of Capital Stock paid in any Offer which Offer is in effect at any time during the period beginning on the 60th day prior to the date on which such limited SAR is exercised. Any securities or property which are a part or all of the consideration paid for shares of Capital Stock in the Offer shall be valued in determining the Offer Price per share of Capital Stock at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity making such Offer, or (B) the valuation placed on such securities or property by the Committee. (f) Prior Outstanding Option. No option (for purposes of this Article V(f) called New Option) shall be exercisable while there is outstanding any incentive stock option (as defined in Section 422A of the 1954 Internal Revenue Code, as amended, which incentive stock option was granted, before the granting of the New Option, to the person to whom the New Option is granted, to purchase stock in the Corporation or in a corporation which, at the time the New Option is granted, is a parent or subsidiary corporation (as those terms are defined in Section 425 of the 1954 Internal Revenue Code, as amended) of the Corporation, or is a predecessor corporation of the Corporation or such parent of subsidiary corporation. (g) Termination of Employment Except Death In the event that an optionee shall cease to be employed by the Corporation or Subsidiaries for any reason other than his death and shall be no longer in the employ of any of them, subject to the condition that no option shall be exercised after the expiration of ten years from the date it is granted, and five years in the case of a ten percent employee-shareholder, such optionee shall have the right to exercise the Rights at any time within three months after such termination of employment or twelve months if disabled, to the extent that his right to exercise such Rights had accrued pursuant to Article V(d) and (e) of the Plan and had not previously been -5- exercised at the date of such termination. Whether authorized leave of absence or absence for military or governmental service shall constitute termination of employment, for the purposes of the Plan, shall be determined by the Committee, which determination, unless overruled by the Board of Directors, shall be final and conclusive. (h) Death of Optionee and Transfer of Option. If the optionee shall die while in the employ of the Corporation or a Subsidiary or within a period of three months after the termination of his employment with the Corporation and all Subsidiaries and shall not have fully exercised the option, the Rights may be exercised subject to the condition that no option shall be exercisable after the expiration of ten years from the date it is granted and five years in the case of a ten percent employee-shareholder, to the extent that the optionee's right to exercise such Rights had accrued pursuant to Article V(d) and (e) of the Plan at the time of his death and had not previously been exercised, at any time within one year after the optionee's death, by the executors or administrators of the optionee or by any person or persons who shall have acquired the option directly from the optionee by bequest or inheritance. No option or right shall be transferable by the optionee otherwise than by will or the laws of descent and distribution. (i) Recapitalization. If the Corporation shall at any time increase or decrease the number of its outstanding shares of Capital Stock or change in any way the rights and privileges of such shares by means of the payment of a stock dividend, or the making of any other distribution upon such shares payable in Capital Stock, or through a Capital Stock split or subdivision of shares, or a consolidation or combination of shares, or through a reclassification or recapitalization involving the Capital Stock, then the numbers, rights and privileges of the following shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and nonassessable at the time of such occurrence: (a) The shares of Capital Stock on which Rights may be granted under the Plan: (b) The maximum number of shares of Capital Stock with respect to which an employee may receive a Right hereunder; and (c) The shares of Capital Stock then included in each outstanding Right granted hereunder. Subject to any required action by the stockholders, if the Corporation shall be the surviving corporation in any merger or consolidation, each outstanding Right shall pertain to and apply to the securities to which a holder of the number of shares of Capital Stock subject to the Right would have been entitled. A dissolution or liquidation of the Corporation or a merger or consolidation in which the Corporation is not the surviving corporation, shall cause each outstanding Right to terminate, provided that each optionee shall, in such event, have the right immediately prior to such dissolution or liquidation, or merger or consolidation in which the Corporation is not the surviving corporation, to exercise his Rights, in whole or in part without regard to the installment provisions contained in the first three (3) sentences of Article V(d) of the Plan. Each holder of Rights shall have the right (a) during the terms of a "Tender Offer", as to an option or SAR other than a limited SAR, or (b) during the thirty (30) days following a "Tender Offer", as to a -6- limited SAR, to exercise such Rights in whole or in part without regard to the installment provisions contained in the first three sentences of Article V(d) of the Plan. For the purposes of this paragraph, a "Tender Offer" means a tender offer or exchange offer for shares of Capital Stock made by a person other than the Corporation. To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive, provided that each Right granted pursuant to the Plan shall not be adjusted in a manner which causes the option to fail to continue to qualify as an incentive stock option within the meaning of section 422A of the 1954 Internal Revenue Code. Except as hereinbefore expressly provided in this Article V(i), the optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by any reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to the number or price of shares of Capital Stock subject to the Right. The grant of any Right pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets. (j) Rights as a Stockholder. An optionee or a transferee of an option shall have no rights as a stockholder with respect to any shares covered by his option until the date of the issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Article V(i) hereof. (k) Modification, Extension and Renewal of Rights. Subject to the terms and conditions and within the limitations of the Plan, the Board of Directors may modify, extend or renew outstanding Rights granted under the Plan, or accept the surrender of such outstanding Rights (to the extent not theretofore exercised) and authorize the granting of new Rights in substitution therefor (to the extent not theretofore exercised). The Board of Directors shall not, however, modify any outstanding Rights so as to specify a lower price or accept the surrender of outstanding options or rights and authorize the granting of new Rights in substitution therefor specifying a lower price. Notwithstanding the foregoing, however, no modification of any Rights shall, without the consent of the optionee, alter or impair any rights or obligations under any Rights theretofore granted under the Plan. (l) Investment Purpose Each option under the Plan shall be granted on the condition that he purchases of stock thereunder shall be for investment purposes, and not with a view to resale or distribution except that in the event the stock subject to such option is registered under the Securities Act of 1933, as amended, or in the event a resale of such stock without such registration would otherwise be permissible, such condition -7- shall be inoperative if in the opinion of counsel for the Corporation such condition is not required under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. (m) Other Provisions. The option agreements authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the Rights, as the Committee and Board of Directors of the Corporation shall deem advisable. Any such option agreement shall contain such limitations and restrictions upon the exercise of the option as shall be necessary in order that such option will be an "incentive stock option" as defined in Section 422A of the Internal Revenue Code of 1954 or to conform to any change in the law. ARTICLE VI TERM OF PLAN Rights may be granted pursuant to the Plan from time to time within a period of ten years from the date the Plan is adopted, or the date the Plan is approved by the Stockholders, whichever is earlier. ARTICLE VII INDEMNIFICATION OF COMMITTEE In addition to such other rights of indemnification as they may have as distributors or members of the Committee, the members of the Committee shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or of any option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable of negligence or misconduct in the performance of his duties; provided that within 60 days after institution of any such action, suit or proceedings, Committee member shall in writing offer, the Corporation the opportunity, at its own expense, to handle and defend the same. ARTICLE VIII AMENDMENT OF THE PLAN The Board of Directors of the Corporation may, insofar as permitted by law, suspend or discontinue the Plan or revise or amend it in any respect whatsoever except that no amendment or discontinuance of the Plan by the Board of Directors of shareholders shall adversely affect, without the consent of the holder thereof, any outstanding stock option or right theretofore granted; and except that without the affirmative vote of the holders of a majority of the shares of the Corporation's Common Stock present or represented and entitled to vote at a meeting duly held, no revision or amendment shall change the number of shares subject to the Plan, change the designation of the class of employees eligible to receive options, decrease the price at which options may be granted, remove the administration of the Plan from the Committee, or render any member of the Committee eligible to receive an option under the Plan while -8- serving thereon. Furthermore, the Plan may not, without the approval of the stockholders, be amended in any manner that will cause options issued under it to fail to meet the requirements of incentive stock options as defined in Section 422A of the Internal Revenue Code of 1954, as amended. ARTICLE IX APPLICATION OF FUNDS The proceeds received by the Corporation from the sale of Common Stock pursuant to options will be used for general corporate purposes. ARTICLE X NO OBLIGATION TO EXERCISE OPTION The granting of an option shall impose no obligation upon the optionee to exercise such option. ARTICLE XI APPROVAL OF STOCKHOLDERS The Plan shall become effective when it has received the approval of the holders of a majority of the Corporation's Common Stock present or represented, and entitled to vote at a duly called stockholders' meeting, which approval must occur within the period beginning twelve months before and ending twelve months after the date the Plan is adopted by the Board of Directors. Date Plan adopted by Board of Directors: August 25, 1982 Date Plan approved by Stockholders: March 23, 1983 As amended by Board of Directors and approved by Stockholders: March 26, 1986 -9- -----END PRIVACY-ENHANCED MESSAGE-----