-----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, CnDYlCsnTZAZ47ARw3V4cSz0U2xnkSlZk1kaahM2mA0taSUODNKQbw3wMCFo/IQX dPv/Zj/25PR7nhMYVvNB8A== 0000950133-97-003345.txt : 19970924 0000950133-97-003345.hdr.sgml : 19970924 ACCESSION NUMBER: 0000950133-97-003345 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19970923 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFX CORP CENTRAL INDEX KEY: 0000800042 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 020402421 STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-29243 FILM NUMBER: 97684180 BUSINESS ADDRESS: STREET 1: 102 MAIN ST CITY: KEENE STATE: NH ZIP: 03431 BUSINESS PHONE: 6033522502 MAIL ADDRESS: STREET 1: 194 WEST STREET STREET 2: P O BOX 429 CITY: KEENE STATE: NH ZIP: 03431 FORMER COMPANY: FORMER CONFORMED NAME: CHESHIRE FINANCIAL CORP DATE OF NAME CHANGE: 19920703 POS AM 1 POST EFFECTIVE AMENDMENT #1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1997 REGISTRATION NO. 333-29243 ================================================================================ 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 ----------- CFX CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW HAMPSHIRE 02-0402421 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 102 MAIN STREET KEENE, NEW HAMPSHIRE 03431 (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES) COMMUNITY BANKSHARES, INC. 1992 STOCK OPTION PLAN CENTERPOINT BANK 1989 STOCK OPTION PLAN CONCORD SAVINGS BANK 1988 STOCK OPTION PLAN CONCORD SAVINGS BANK 1985 EMPLOYEE STOCK OPTION PLAN (FULL TITLE OF THE PLANS) GREGG R. TEWKSBURY CHIEF FINANCIAL OFFICER CFX CORPORATION 102 MAIN STREET KEENE, NEW HAMPSHIRE 03431 (603) 352-2502 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: STEVEN KAPLAN, ESQ. ARNOLD & PORTER 555 12TH STREET, N.W. WASHINGTON, D.C. 20004 (202) 942-5998 ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by CFX Corporation (File No. 1-10633) ("CFX") with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) CFX's Annual Report on Form 10-K for the year ended December 31, 1996. (b) Amendment No. 1 to CFX's Annual Report on Form 10-K/A for the year ended December 31, 1996. (c) CFX's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997. (d) CFX's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. (e) CFX's Current Report on Form 8-K dated as of February 13, 1997. (f) CFX's Current Report on Form 8-K dated as of August 29, 1997. (g) The description of the common stock of CFX, par value $0.66 2/3 per share ("CFX Common Stock"), contained in a registration statement on Form 8-A filed by Cheshire Financial Corporation (now known as CFX) on November 13, 1990, and any amendments or reports filed for the purpose of updating such description. All documents filed by CFX after the date of this Post-Effective Amendment No. 1 pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all CFX Common Stock offered hereby has been sold or which deregisters such CFX Common Stock then remaining unsold, shall be deemed to be incorporated in this Post-Effective Amendment No. 1 by reference and shall be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Post-Effective Amendment No. 1 shall be deemed to be modified or superseded for purposes of this Post-Effective Amendment No. 1 to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Post-Effective Amendment No. 1 modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or so superseded, to constitute a part of this Post-Effective Amendment No. 1. II-1 3 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The audited consolidated financial statements of CFX and subsidiaries as of December 31, 1996 and 1995 and for each of the years ended December 31, 1996, 1995 and 1994, included in CFX's 1996 Annual Report to Shareholders and incorporated by reference in CFX's Annual Report on Form 10-K for the year ended December 31, 1996 (the "CFX Form 10-K"), incorporated herein by reference to the CFX Form 10-K, have been audited by Wolf & Company, P.C. independent auditors, as set forth in their report thereon included therein and incorporated herein by reference to the CFX Form 10-K. Such audited consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The audited consolidated financial statements of Portsmouth Bank Shares, Inc. (File No. 0-16510) ("Portsmouth") and subsidiary as of December 31, 1996 and 1995 and for each of the years ended December 31, 1996, 1995 and 1994, included in Portsmouth's Annual Report on Form 10-K for the year ended December 31, 1996, incorporated herein by reference to CFX's Current Report on Form 8-K dated as of August 29, 1997 (the "CFX Form 8-K"), have been audited by Shatswell, MacLeod & Company, P.C., independent auditors, as set forth in their report thereon incorporated therein by reference and incorporated herein by reference to the CFX Form 8-K. Such financial statements are incorporated herein in reliance upon the reports of Shatswell, MacLeod & Company, P.C. pertaining to such financial statements given upon the authority of such firm as experts in accounting and auditing. The audited consolidated financial statements of Community Bankshares, Inc. (File No. 0-14620) ("Community") and subsidiaries as of December 31, 1996 and 1995 and June 30, 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the year ended December 31, 1996, the six months ended December 31, 1995 and for each of the years in the two-year period ended June 30, 1995, incorporated herein by reference to the CFX Form 8-K, have been audited by KPMG Peat Marwick LLP, independent auditors, as set forth in their report thereon incorporated therein by reference and incorporated herein by reference to the CFX Form 8-K. Such financial statements are incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP pertaining to such financial statements given upon the authority of such firm as experts in accounting and auditing. Documents incorporated herein by reference in the future will include financial statements, related schedules (if required) and auditors' reports, which financial statements and schedules will have been audited to the extent and for the periods set forth in such reports by the firm or firms rendering such reports, and, to the extent so audited and consent to incorporation by reference is given, will be incorporated herein by reference in reliance upon such reports given upon the authority of such firms as experts in accounting and auditing. II-2 4 Devine, Millimet & Branch, Professional Association, has delivered its legal opinion to the effect that the issuance and sale of the CFX Common Stock offered hereby was duly authorized by the Company and that such CFX Common Stock will be when issued, validly issued, fully paid and nonassessable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 293-A:8.50-58 of the New Hampshire Business Corporation Act provide that a business corporation may indemnify directors and officers against liabilities they may incur in such capacities provided certain standards are met, including good faith and the belief that the particular action is in the best interests of the corporation. In general, this power to indemnify does not exist in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification shall have been adjudged to be liable to the corporation or in connection with a proceeding charging improper personal benefit. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. The Bylaws of CFX provide for the mandatory indemnification of directors and officers in accordance with and to the full extent permitted by the laws of New Hampshire as in effect at the time of such indemnification. CFX has purchased directors' and officers' liability insurance covering certain liabilities which may be incurred by the officers and directors of CFX in connection with the performance of their duties. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits listed on the Exhibit Index on page II-8 of this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 have been previously filed, are filed herewith or are incorporated herein by reference to other filings. ITEM 9. UNDERTAKINGS. CFX hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); II-3 5 (b) 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (c) 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 the undertakings set forth in paragraphs 1(a) and 1(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by CFX pursuant to Section 13 or 15(d) of the Exchange Act, that are incorporated by reference in this 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. 4. That, for purposes of determining any liability under the Securities Act, each filing of CFX's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of CFX pursuant to the foregoing provisions, or otherwise, CFX 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 II-4 6 indemnification against such liabilities (other than the payment by CFX of expenses incurred or paid by a director, officer or controlling person of CFX 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, CFX 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 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, CFX certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Keene, State of New Hampshire, on September 23, 1997. CFX CORPORATION By: /s/ Peter J. Baxter ------------------- Peter J. Baxter President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date * Richard F. Astrella Director September 23, 1997 - ---------------------------- Richard F. Astrella * William E. Aubuchon, III Director September 23, 1997 - ---------------------------- William E. Aubuchon, III /s/ Peter J. Baxter President, Chief Executive September 23, 1997 - ---------------------------- Officer and Director Peter J. Baxter (Principal Executive Officer) * Richard B. Baybutt Director September 23, 1997 - ---------------------------- Richard B. Baybutt * Christopher V. Bean Director September 23, 1997 - ---------------------------- Christopher V. Bean * Christopher W. Bramley Director September 23, 1997 - ---------------------------- Christopher W. Bramley - ---------------------------- Director John N. Buxton
II-6 8 * P. Kevin Condron Director September 23, 1997 - ---------------------------- P. Kevin Condron * Timothy J. Connors Director September 23, 1997 - ------------------------------ Timothy J. Connors * Douglas Crichfield Director September 23, 1997 - ------------------------------ Douglas Crichfield * Calvin L. Frink Director September 23, 1997 - ------------------------------ Calvin L. Frink * Eugene E. Gaffey Director September 23, 1997 - ---------------------------- Eugene E. Gaffey * David R. Grenon Director September 23, 1997 - ---------------------------- David R. Grenon * Elizabeth Sears Hager Director September 23, 1997 - ---------------------------- Elizabeth Sears Hager * Douglas S. Hatfield, Jr. Director September 23, 1997 - ---------------------------- Douglas S. Hatfield, Jr. * Philip A. Mason Director September 23, 1997 - ---------------------------- Philip A. Mason * Walter R. Peterson Director September 23, 1997 - ---------------------------- Walter R. Peterson - ---------------------------- Director Seth A. Resnicoff * Mark E. Simpson Director September 23, 1997 - ---------------------------- Mark E. Simpson * Robert W. Simpson Director September 23, 1997 - ---------------------------- Robert W. Simpson * L. William Slanetz Director September 23, 1997 - ---------------------------- L. William Slanetz * Gregg R. Tewksbury Chief Financial Officer September 23, 1997 - ---------------------------- (Principal Financial and Gregg R. Tewksbury Accounting Officer) * By /s/ Peter J. Baxter September 23, 1997 ---------------------------- (Attorney-in-fact)
II-7 9 INDEX TO EXHIBITS Exhibit 4.1 Community Bankshares, Inc. 1992 Stock Option Plan, filed herewith. Exhibit 4.2 Centerpoint Bank 1989 Stock Option Plan, filed herewith. Exhibit 4.3 Concord Savings Bank 1988 Stock Option Plan, filed herewith. Exhibit 4.4 Concord Savings Bank 1985 Employee Stock Option Plan, previously filed as Exhibit 3.2 to Amendment No. 3 to Registration Statement on Form S-1 (File No. 33-00125) by Community Bank Shares, Inc. on January 17, 1986, and incorporated herein by reference. Exhibit 4.5 Amendment to Concord Savings Bank 1985 Employee Stock Option Plan, previously filed as Exhibit 4.4 to Community Bank Shares, Inc.'s Registration Statement on Form S-8 (File No. 33-18853) by Community Bank Shares, Inc. on December 3, 1987, and incorporated herein by reference. Exhibit 5 Opinion of Devine, Millimet & Branch, Professional Association, filed herewith. Exhibit 23.1 Consent of Devine, Millimet & Branch, Professional Association, included in the opinion filed as Exhibit 5 hereto. Exhibit 23.2 Consent of Wolf & Company, P.C., filed herewith. Exhibit 23.3 Consent of Shatswell, MacLeod & Company, P.C., filed herewith. Exhibit 23.4 Consent of KPMG Peat Marwick LLP, filed herewith. Exhibit 24.1 Powers of Attorney of certain directors and officers of CFX, previously filed as Exhibit 24 to the Registration Statement on Form S-4. Exhibit 24.2 Powers of Attorney of certain directors and officers of CFX, filed herewith. II-8 EX-4.1 2 COMMUNITY BANKSHARES INC. 1992 STOCK OPTION PLAN 1 Exhibit 4.1 COMMUNITY BANKSHARES, INC. 1992 STOCK OPTION PLAN Adopted August 20, 1992 1. Purposes. The purpose of the Community Bankshares, Inc. 1992 Stock Option Plan (the "Plan") is to further the growth and development of Community Bankshares, Inc. (the "Company") and its subsidiary corporations by granting to those employees of the Company and its subsidiary corporations referred to in Section 6, as an incentive and encouragement to stock ownership, options to purchase shares of Common Stock of the Company, and thereby obtain a proprietary interest in the enterprise and a more direct stake in its continuing welfare. 2. Administration. The Plan shall be administered by a Stock Option Plan Committee (the "Committee") of not less than three directors appointed by the Board of Directors of the Company (the "Board"). Each member of the Committee shall be a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or any successor provision to such Rule. 3. Grant of Options. Options to purchase shares of Common Stock of the Company shall be granted on behalf of the Company by the committee; provided, however, that no options under the Plan may be granted after August 19, 2002. The Committee shall, from time to time and within the limits of the Plan, determine the employees to whom options are to be granted, the number of shares to be optioned and Limited Rights (as defined in Section 10) to be granted to each, the option price, the manner in which the option price shall be payable, and the time or times during the Exercise Period (as defined in Section 8) at which each such option and Limited Right shall become exercisable. Options granted under the Plan may be either incentive stock options, within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), or non-qualified stock options. Each option granted to an employee under the Plan shall be designated by the Committee at the time the option is granted as either an incentive stock option or a non-qualified stock option. Non-employee directors of the Company or any subsidiary who have elected to participate in the Plan shall be granted non-qualified stock options as set forth in Section 9. 4. Definitions. As used herein, the terms "subsidiary corporation" and "parent corporation" shall mean a "subsidiary corporation" and a "parent corporation" as such terms are defined in Section 425 of the Code. 5. Share Subject to the Plan. An aggregate of 80,000 shares of Common Stock of the Company shall be available for the grant of options under the Plan. Such shares may be authorized and unissued shares or shares held in the Company's treasury. All shares subject to options that shall have terminated or shall have been cancelled for any reason (other than by surrender for cancellation upon any exercise of all or part of such options) will be available for subsequent optioning under the Plan. 2 6. Participants. All key employees, including officers, of the company or any subsidiary shall be eligible to receive options and thereby become participants in the Plan. For purposes of determining eligibility of individuals to receive non-qualified stock options under the preceding sentence, and for such purposes only, the term "employee" shall include (without limitation) persons (other than directors of the company) who are employed as consultants. In granting options the Committee may include or excluse previous participants in the Plan as the Committee may determine. Directors of the Company or any subsidiary who are not full-time employees shall be eligible to participate only in the manner and to the extent set forth in Section 9. 7. Option Price. The price at which shares may from time to time be optioned shall be in the case of incentive stock options not less than the fair market value of such shares at the time the option is granted, as determined in good faith by the Committee at each time that such options are granted by it, and in the case of non-qualified stock options granted to employees not less than 85% of such fair market value. 8. Option Period. Subject to Sections 17 and 18 and the following provisions of this Section 8, the period for exercising an option granted to an employee (the "Exercise Period") shall be as provided in each option granted by the Company to the participant. Notwithstanding any provisions hereof to the contrary, the Exercise Period shall in no event be longer than the period beginning with the date of grant and ending not later than ten years from such date of grant. If a participant retires during the Exercise Period, such option shall be exercisable by him or her only during the three months following his or her retirement (but in no event after the expiration of the Exercise Period) and only as to the number of shares, if any, as to which it was exercisable immediately prior to retirement. If a participant dies during the Exercise Period, such option shall be exercisable by either his or her executor or administrator or, if not so exercised, by the legatees or the distributees of his or her estate, only during the six months following his or her death (but in no event after the expiration of the Exercise Period). During such six month period, the option shall be exercisable as to the full number of shares as to which it had not been previously exercised. If a participant ceases to be an employee of the Company or one of its subsidiaries for any cause other than retirement or death during the Exercise Period, such option shall be exercisable by him or her only during the thirty days following the cessation of his or her employment (but in no event after the expiration of the Exercise Period) and only as to the number of shares, if any, as to which it was exercisable immediately prior to cessation of employment. 9. Grant of Options to Directors in Lieu of Cash Payment or Retainer. (a) Any non-employee director of the Company or any subsidiary may elect, by written notice to the Treasurer of the Company given at least six months in advance of its effective date, to cause - 2 - 3 25%, 50%, 75% or 100% of the fixed fees payable to him or her in any fiscal year by reason of his or her service as a director of the Company and/or as a director of any subsidiary of the Company, to be paid by grant of stock options under this Section 9. Any such election shall either state the year or years with respect to which it shall be effective, or shall state that it remains in effect until cancelled by like notice given at least six months in advance of the effective date of cancellation (which shall be the end of a fiscal year). (b) The exercise price of each stock option granted under this Section 9 shall be $1.00 per share. (c) The number of shares subject to the stock options granted to each participating director with respect to any fiscal year shall be determined as follows: The dollar value of the fees to be paid by grant of such options shall be divided by the difference between (i) the per share fair market value of the Common Stock on the date of grant and (ii) the sum of $1.00, and the resulting amount, rounded to the nearest whole number, shall represent the number of shares subject to the options granted on such date. The date of grant for purposes of this Section 9 shall be the first business day of the fiscal year with respect to which the relevant directors' fees are payable. The fair market value of the Common Stock shall be deemed to be the closing price of the Common Stock on such date, provided that if the Common Stock did not trade on such date such closing price shall be determined under the method most recently used under such circumstances by the Committee in making a determination under Section 7. (d) Each option granted under this Section 9 shall have a term of 10 years and shall become exercisable one year following its date of grant. If the director does not serve as such for the entire year following the date of grant, the option shall be cancelled and the fees with respect to the partial year in which he or she served shall be paid in cash. If a director dies during the term of any option, it shall be exercisable (to the full extent of the number of shares covered thereby) either by his or her executor or administrator, or if not so exercised, by the legatees or the distributees of his or her estate, only during the year following his or her death. (e) The provisions of Sections 11, 12, 13, 14, 15, 16, 17 and 18 apply to options granted under this Section 9. 10. Limited stock Appreciation Rights. The Committee may grant a limited stock appreciation right (a "Limited Right") to any employee granted any stock option under the Plan (the "Related Option") with respect to the shares of Common Stock covered by such Related Option. A Limited Right shall be granted only at the time of grant of Related option. Each Limited Right shall be transferable only when and to the extent that the Related option is transferable. A Limited Right may be exercised only when the market price per share of the Common Stock subject to the Related option exceeds the option price per share of such stock, and only during the period beginning on the Date of Change of Control (as defined in Section 18 hereof) and ending on the thirtieth day following such date. Each Limited Right shall be exercisable only if and to the extent that the Related Option is exercisable. Notwithstanding the provisions of the two immediately preceding sentences and in addition to the limitations - 3 - 4 contained therein, no Limited Right which is granted to an officer or director of the Company or to a participant who thereafter becomes an officer or director of the Company may be exercised until the expiration of six months from the date of its grant. Upon the exercise of a Limited Right, the Related Option shall cease to be exercisable as to the shares of Common Stock with respect to such Limited Right was exercised, and such Related Option shall be considered to have been exercised to that extent. Upon the exercise or termination of a Related Option, the Limited Right granted with respect thereto shall terminate to the same extent. Upon the exercise of a Limited Right, the holder thereof shall receive an amount in cash equal to the product obtained by multiplying (i) the excess of the market price per share of the Common Stock of the Company (or in the case of a Reorganization as defined in Section 17, its successor) subject to the Related Option at the time the Limited Right is exercised over the option price per share of such stock by (ii) the number of shares of Common Stock with respect to which such Limited Right is being exercised, less all amounts required under the applicable provisions of the Code and state and local laws to be withheld with respect to such exercise. Each Limited Right shall be granted on such terms and conditions not inconsistent with the Plan as the Committee may determine and shall be evidenced by an agreement setting forth such terms and conditions executed by the Company and the holder of the Limited Right. To exercise a Limited Right, the holder shall (i) give written notice thereof to the Company either by delivery in hand to the Treasurer of the Company or by mailing by registered mail to the Company, marked "Attention: Treasurer", at its principal place of business in Concord, New Hampshire, specifying the number of shares of Common Stock with respect to which he or she is exercising the Limited Right and (ii) if requested by the Company, deliver the agreement relating to the Limited Right being exercised and the option agreement for the Related Option to the Treasurer of the Company, who shall endorse thereon a notation of such exercise and return the Limited Right agreement and option agreement to the holder thereof. The date of exercise of a Limited Right which is validly exercised shall be deemed to be the date on which the Company shall have received the notice referred to in the immediately preceding sentence. 11. Payment for Shares and Related Matters. Full payment for shares purchased, together with the amount of any tax or excise due in respect of the sale and issue thereof, shall be paid at the time of exercise and shall be made in cash or by certified or bank cashier's check or, in the discretion of the Committee as to payments by employees, or at the election of the option holder in the case of exercise of an option under Section 9, in whole or in part by delivery of shares of Common Stock of the Company having a fair market value at the date of such delivery (determined in a manner approved by the Committee) of not less than the amount for which payment is being made by delivery of shares. The Company will issue no certificates for shares until (a) full payment therefor has been made and (b) the person purchasing such shares provides for payment to (or withholding by) the Company of all amounts required under then applicable provisions of the Code and state and local tax laws to be withheld with respect - 4 - 5 to such purchase, and a participant shall have none of the rights of a stockholder until certificates for the shares purchased are issued to him or her. 12. Nonassignability. Each option and Limited Right by its terms shall not be transferable otherwise than by will or the laws of descent and distribution and shall be exercisable, during a participant's lifetime, only by him or her. 13. Conditions to Exercise of Options. The Committee may, in its Discretion, require as conditions to the exercise of options and the issuance of shares thereunder either (a) that a registration statement under the Securities Act of 1933, as amended, with respect to the options and the shares to be issued on the exercise thereof shall have become, and continue to be, effective, or (b) that the participant (i) shall have represented, warranted and agreed, in form and substance satisfactory to the Company, at the time of exercising the option, that he or she is acquiring the shares for his or her own account, for investment and not with the view to or in connection with any distribution, (ii) shall have agreed to restrictions on transfer in form and substance satisfactory to the Company and (iii) shall have agreed to an endorsement which makes appropriate reference to such representations, warranties, agreements and restrictions on the certificates) representing the shares. 14. Conditions to Effectiveness of the Plan. The Plan shall not become effective and any options and Limited Rights granted hereunder shall not be exercisable unless and until the Plan shall have been duly approved by the stockholders of the Company. No option or Limited Right shall be granted or exercised if such grant or exercise or the issuance of shares pursuant thereto would be contrary to law or the regulations of any duly constituted authority having jurisdiction. 15. Alteration, Termination, Discontinuance, suspension or Amendment. The Board may alter, terminate, discontinue, suspend or amend the Plan. The Board may not, however, increase the maximum number of shares in the aggregate that may be offered for sale under options or change the manner of determining the option price or, without the consent of the participant, alter or impair any option previously granted to him or her under the Plan, except as provided in Section 17. 16. Effect of Changes in Common Stock. If the Company shall combine, subdivide or reclassify the shares of Common Stock which have been or may be optioned, or shall declare thereon any dividend payable in shares of Common Stock, or shall reclassify or take any other action of a similar nature affecting the Common Stock, then the number and class of shares of stock as to which options or Limited Rights may thereafter be granted (in the aggregate and to any participant) shall be appropriately adjusted and, in the case of each option and Limited Right outstanding at the time of any such action, the number and class of shares which may thereafter be purchased pursuant to such option, the option price per share and any Limited Right with respect thereto shall likewise be appropriately adjusted, all to such extent as may be determined by the Committee, with the approval of counsel, be necessary to preserve unimpaired the rights - 5 - 6 of the participant. Each and every such determination shall be conclusive and binding upon such participant. 17. Effect of Reorganization. In case of any one or more reclassifications, changes or exchanges of outstanding shares of Common Stock or other stock (other than as provided in Section 16), or consolidations of the Company with, or mergers of the Company into, other corporations, or other recapitalizations or reorganizations (other than consolidations with a subsidiary in which the Company is the continuing corporation and which do not result in any reclassifications, changes or exchanges of outstanding shares of the Company), or in case of any one or more sales or conveyances to another corporation of the property of the Company as an entirety, or substantially as an entirety, any and all of which are hereinafter in this Section called "Reorganizations", a participant shall have the right, upon any subsequent exercise of an option, to acquire the same kind and amount of securities and property which such participant would then have if such participant had exercised such option immediately before the first of any such Reorganizations and continued to hold all securities and property which came to such participant as a result of that and subsequent Reorganizations, less all securities and property surrendered or cancelled pursuant to any of same, the adjustment rights in Section 16 and this Section being continuing and cumulative, except that, notwithstanding any provision of Section 8 or 9 to the contrary, the Committee shall have the right in connection with such Reorganizations, upon not less than 30 days' written notice to the participants, to terminate the Exercise Period, and in such event all outstanding options, other than options as to which one of the events referred to in the second and fourth paragraphs of Section 8 has occurred, may be exercised, in whole or in part, and all outstanding options as to which the third paragraph on Section 8 is applicable, may be exercised to the extent thereby permitted, in each case only at a time prior to or simultaneously as of the consummation of such Reorganization. Liquidations shall be deemed such Reorganizations for the foregoing purposes. 18. Effect of Change in Control. If any individual, corporation or other entity ("person") shall become the beneficial owner of 50% or more of the outstanding shares of Common Stock of the Company (other than by reason of a merger in which the Company is the continuing corporation and which does not result in any reclassification of outstanding shares of Common Stock of the Company), then upon the date such event occurs (the "Date of Change of Control") all options and Limited Rights theretofore granted hereunder and not fully exercisable shall (subject to the provisions of the Plan and any other limitation applicable to such options or Limited Rights) become exercisable in full for a period of thirty days following such date; provided, however, that no Related Option or Limited Right shall be exercisable by an executive officer or director of the Company or by a person who was an executive officer or director of the Company at the time the Related option and Limited Right were granted to him or her within six months of the date of grant of such Related Option and Limited Right. For the purpose of this Section, a person shall be deemed to be the beneficial owner of shares of Common Stock of the Company which are beneficially owned, directly or indirectly, by any other person (a) with which it or its "affiliate" or "associate" (as hereinafter defined) has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or - 6 - 7 disposing of Common Stock of the Company or (b) which is its "affiliate" or "associate". For the purposes of this Section, a person is an "affiliate" of another person if the former directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the latter; and a person is an "associate" of (1) any corporation or organization (other than the Company or any of its subsidiary corporations) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar fiduciary capacity and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the Company or any of its subsidiary corporations. 19. Interpretation. The Committee is authorized to interpret the Plan and to make and amend such regulations with regard to the Plan as it may deem appropriate. - 7 - EX-4.2 3 CENTERPOINT BANK 1989 STOCK OPTION PLAN 1 EXHIBIT 4.2 CENTERPOINT BANK 1989 STOCK OPTION PLAN The purposes of the Centerpoint Bank 1989 Stock Option Plan (the "Plan") are to encourage eligible Directors and employees of Centerpoint Bank (the "Bank") and any subsidiary in which the Bank owns, directly or indirectly, at least fifty percent (50%) of the total combined voting power of all classes of stock ("Subsidiary"), including officers who are employees, to increase their efforts to make the Bank and each Subsidiary more successful, to provide an additional inducement for such individuals to remain with the Bank or a Subsidiary, to reward such individuals by providing the opportunity to acquire the common stock, par value $1.00 per share, of the Bank (the "Common Stock") on favorable terms and to provide a means through which the Bank may attract able persons to enter the employ of the Bank or its Subsidiaries. SECTION 1 Administration The Plan shall be administered by a Committee (the "Committee") appointed by the Board of Directors of the Bank (the "Board") and consisting of not less than three members of the Board, none of whom shall be eligible to participate in the Plan while a Committee member and none of whom was at any time within one year prior to the time such person exercises discretion in the administration of the Plan eligible for selection as a person to whom stock may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to the Plan or any other plan of the Bank or any of its affiliates (as such term is defined in regulations promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Bank or any of its affiliates. The Committee shall interpret the Plan and prescribe such rules, regulations and procedures in connection with the Plan as it shall deem necessary or advisable for the administration of the Plan consistent with the purposes of the Plan. The Committee shall keep records of actions taken at its meetings, a majority of the Committee members shall constitute a quorum at any meeting and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee. 2 SECTION 2 Eligibility The Directors of the Bank (other than those serving on the Committee) or any Subsidiary and those employees ("Key Employees") of the Bank or any Subsidiary who share the primary responsibility for the management, growth or protection of the business of the Bank or any Subsidiary shall be eligible to receive stock options and/or stock appreciation rights as described herein. Only Key Employees shall be eligible to receive incentive stock options as described herein. Subject to the provisions of the Plan, the Committee shall have the full and final authority to grant stock options and/or stock appreciation rights as described herein and, in its discretion, to determine the individuals to whom stock options and/or stock appreciation rights shall be granted and the number of shares to be covered by each stock option and/or stock appreciation right. In determining the eligibility of any individual, as well as in determining the number of shares covered by each stock option and/or stock appreciation right, the Committee shall consider the position and the responsibilities of the individual being considered, the nature and value to the Bank or a Subsidiary of his or her services, his or her present and/or potential contribution to the success of the Bank or a Subsidiary and such other factors as the Committee may deem relevant. SECTION 3 Shares Available for Stock Options and Stock Appreciation Rights The aggregate number of shares of the Common Stock which may be issued or delivered under the Plan is 120,000 shares, as constituted at the time of adoption of the Plan by the Board, subject to adjustment and substitution as set forth in Section 6 herein. The shares may be either authorized but unissued shares or treasury shares or partly each, as shall be determined by the Board. If any stock option or stock appreciation right granted under the Plan is cancelled in full, the shares subject to such stock option or stock appreciation right shall again be available for the purposes of the Plan except that, to the extent that an alternative stock appreciation right granted in conjunction with a stock option is exercised, the number of shares thereby made available for purposes of the Plan shall he reduced by the number of shares, if any, delivered in exchange for the surrender of the related unexercised option. - 2 - 3 SECTION 4 Grant of Stock Options and Stock Appreciation Rights The Committee shall have the authority, in its discretion, to grant "incentive stock options" pursuant to Section 422A of the Internal Revenue Code of 1986, as the same may from time to time be amended (the "Code") or to grant "nonstatutory stock options" (stock options which do not qualify under section 422A of the Code), or to grant both types of stock options (but not in tandem). The Committee also shall have the authority, in its discretion, to grant stock appreciation rights in addition to nonstatutory stock options with the effect provided in Section 5(D) herein, to grant alternative stock appreciation rights in conjunction with nonstatutory stock options or incentive stock options with the effect provided in Section 5(E) herein, or to grant stock appreciation rights without related stock options with the effect provided in Section 5(F) herein. The aggregate fair market value, determined as of the date of grant and as set forth in Section 5(J) herein, of all shares issuable upon exercise of all incentive stock options which become exercisable by a Key Employee for the first time during an calendar year under all plans of the Bank employing such Key Employee, any parent or a Subsidiary of the Bank and any predecessor corporation of any such corporation, shall not exceed $100,000. SECTION 5 Terms and Conditions Of Stock Options and/or Stock Appreciation Rights Stock options and stock appreciation rights granted under the Plan shall be subject to the following terms and conditions: A. The purchase price at which each stock option may be exercised (the "Option Price") shall be such price (either greater than the same as, or less than the fair market value per share of the Common Stock on the date of grant) as the Committee, in its absolute discretion, shall determine but (i) in the case of incentive stock options granted to a Key Employee who together with the members of his immediate family owns, or may be deemed to own, beneficially, more than 10% of the outstanding voting securities of the Bank (as the terms "immediate family" and "beneficial ownership" are defined under the Exchange Act), shall not be less than one hundred and ten percent (110%) of the fair market value per share of the shares of Common Stock covered by the stock option an the date of grant, (ii) in the case of incentive stock options, shall not be less than one hundred percent (100%) of the fair market value per share of the shares of Common Stock covered by the stock option on the date of grant, and (iii) in the case of nonstatutory stock options, shall not be less than one hundred percent (100%) of the fair market value per share of the shares of Common Stock covered by the stock option on the date of grant. If stock appreciation rights are granted without a related stock option, the Committee, in its absolute discretion, shall determine the base price per share for such stock appreciation rights (the "base price") which shall not be less than one hundred percent (100%) - 3 - 4 of the fair market value per share of the Common Stock on the date of grant. In exercising its discretion, the Committee shall take into account the fair market value of the Common Stock, the book value of the Common Stock, the nature and value to the Bank of the Director's or Key Employee's service and such other factors as the Committee may deem relevant. For purposes of this Section 5(A), fair market value shall be determined as set forth in Section 5(J) herein. B. The option price is to be paid in full in cash upon the exercise of a stock option; provided, however, that in lieu of cash an individual may, if authorized by the Committee at the time of grant, exercise a stock option by tendering to the Bank shares of Common Stock owned by the individual and having a fair market value on the date of exercise, determined as set forth in Section 5(J) herein, equal to the option price. The provisions of this Section 5(B) shall not preclude the payment of the option price of a stock option by any other legally permissible method specifically approved by the Committee. No shares shall be issued or delivered upon exercise of a stock option until payment of the option price in full has been made. When payment of the option price in full has been made, the optionee shall be considered for all purposes to be the owner of the shares with respect to which payment has been made. C. No stock option or stock appreciation right shall be exercisable during the first six months of its term (except that this limitation shall not apply if the optionee dies or becomes a Disabled optionee, as defined in Section 5(H) herein, and is voluntarily terminated with the consent of the Bank or a Subsidiary during such six-month period). No nonstatutory stock option shall be exercisable after the expiration of ten years and six months from the date of grant. No incentive stock option (or alternative stock appreciation rights granted in conjunction with an incentive stock option) shall be exercisable after the expiration of ten years from the date of grant. No alternative stock appreciation rights granted in conjunction with an incentive stock option shall be exercisable until the then fair market value of the Common Stock, determined as set forth in Section 5(J) herein, exceeds the option price. Except as provided in this Section 5(C) and in Section 5(H) herein, stock options or stock appreciation rights may be exercised at such times, in such amounts and subject to such restrictions as shall be determined by the Committee. D. If stock appreciation rights are granted in addition to a nonstatutory stock option, such stock appreciation rights shall entitle the optionee upon exercise of the related stock option, or any portion thereof, to receive from the Bank (in addition to the shares to be received upon exercise of the related stock option) that number of shares of the Common Stock having an aggregate fair market value on the date of exercise of the related stock option equal to the excess of the fair market value of one share of the Common Stock on such date of exercise over the option price per share of such related stock option times the number of shares covered by the related stock option, or portion thereof, which is exercised. No fractional shares shall be issued but instead, except as provided below, cash shall be paid in lieu of any fractional shares. The Committee shall have the authority, in its discretion, to determine that the obligation of the Bank shall be paid in cash, or part in cash and part in shares except that the Committee shall not pay to any Director or Key Employee subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") any portion of - 4 - 5 the Bank's obligation in cash (including cash in lieu of a fractional share) unless such related stock option is exercised during the period beginning on the third and ending on the twelfth business day following the date of release for publication of the Bank's quarterly or annual summary statements of income. For purposes of this Section 5(D), fair market value shall be determined as set forth in Section 5(J) herein. E. If alternative stock appreciation rights are granted in conjunction with a nonstatutory or incentive stock option, such stock-appreciation rights shall be exercisable only to the extent that the related stock option is exercisable. Such alternative stock appreciation rights shall entitle the optionee to surrender unexercised the related stock option, or any portion thereof, and to receive from the Bank in exchange therefor that number of shares of the Common Stock having an aggregate fair market value on the date of exercise of the alternative stock appreciation rights equal to the excess of the fair market value of one share of the Common Stock on such date of exercise over the option price per share times the number of shares covered by the stock option, or portion thereof, which is surrendered. No fractional shares shall be issued but instead, except as provided below, cash shall be paid in lieu of any fractional shares. The Committee shall have the authority, in its discretion, to determine that the obligation of the Bank shall be paid in cash, or part in cash and part in shares except that the Committee shall not pay to any Director or Key Employee subject to the provisions of section 16(b) of the Exchange Act any portion of the Bank's obligation in cash (including cash in lieu of a fractional share) unless such alternative stock appreciation rights are exercised during the period beginning on the third and ending on the twelfth business day following the date of release for publication of the Bank's quarterly or annual summary statements of income. For the purposes of this Section 5(E) fair market value shall be determined as set forth in Section 5(J) herein. F. If stock appreciation rights are granted without a related stock option, such stock appreciation rights shall entitle the Director or Key Employee to receive from the Bank that number of shares of the Common Stock having an aggregate fair market value on the date of exercise of the stock appreciation rights equal to the excess of the fair market value of one share of the Common Stock on such date of exercise over the base price per share of such stock appreciation rights times the number of shares covered by the stock appreciation rights. No fractional shares shall be issued but instead, except as provided below, cash shall be paid in lieu of any fractional shares. The Committee shall have the authority, in its discretion, to determine that the obligation of the Bank shall be paid in cash, or part in cash and part in shares except that the Committee shall not pay to any Director or Key Employee subject to Section 16(b) of the Exchange Act any portion of the Bank's obligation in cash (including cash in lieu of a fractional share) unless such stock appreciation rights are exercised during the period beginning an the third and ending on the twelfth business day following the date of release for publication of the Bank's quarterly or annual summary statements of income. For the purposes of this Section 5(F), fair market value shall be determined as set forth in Section 5(J) herein. G. No stock option or stock appreciation right shall be transferable by a Director or Key Employee other than by will, or if a Director or Key Employee dies intestate, - 5 - 6 by the laws of descent and distribution of the state of domicile of the Director or Key Employee at the time of death, and each stock option or stock appreciation right shall be exercisable during the lifetime of a Director or Key Employee only by the Director or Key Employee. H. Except as otherwise provided in the following sentence, if the employment of a Key Employee is voluntarily terminated with the consent of the Bank or a Subsidiary or a Key Employee retires under any retirement plan of the Bank or a Subsidiary, any then outstanding incentive stock option held by such Key Employee shall be exercisable (to the extent exercisable on the date of termination of employment) by such Key Employee at any time prior to the stock option expiration date or within three months after the date of termination of employment, whichever is the shorter period. If the employment of a Key Employee who is disabled within the meaning of Section 422A(c)(7) of the Code ("Disabled Optionee") is voluntarily terminated with the consent of the Bank or a Subsidiary, any outstanding incentive stock option held by such Disabled Optionee shall be exercisable by such Disabled optionee (to the extent exercisable) on the date of termination of employment) at any time prior to the stock option expiration date or within one year after the date of termination of employment, whichever is the shorter period. Whether termination of employment is a voluntary termination with consent and whether a Key Employee is disabled within the meaning of Section 422A(c) (7) of the Code shall be determined in each case by the Committee and any such determination by the Committee shall be final and binding. If the employment of a Key Employee, or the service of a Director, is voluntarily terminated with the consent of the Bank or a Subsidiary, or such Key Employee retires under any retirement plan of the Bank or a Subsidiary, any then outstanding nonstatutory stock option held by such Key Employee or Director shall be exercisable (to the extent exercisable on the date of termination of employment) by such Key Employee or Director at any time prior to the stock option expiration date or within one year after the date of termination of employment, whichever is the shorter period. If the employment of a Key Employee, or the service of a Director, holding stock appreciation rights granted without a related stock option is voluntarily terminated with the consent of the Bank or a Subsidiary, or such Key Employee retires under any retirement plan of the Bank or a Subsidiary, any such then outstanding stock appreciation rights held by such Key Employee or Director shall be exercisable (to the extent exercisable on the date of termination of employment) by such Key Employee or Director at any time prior to the expiration date of the stock appreciation rights or within one year after the date of termination of employment, whichever is the shorter period. Following the death of a Director or Key Employee, any outstanding stock option or stock appreciation rights granted without a related stock option held by such Director or Key Employee at the time of death shall be exercisable in full (whether or not so exercisable on the date of the death of the Director or Key Employee, but subject to such other restrictions on the exercise of incentive stock options as are set forth in Section 5(C) herein) by the person or persons entitled to do so under the will of the Director or Key Employee, or, if the Director - 6 - 7 or Key Employee shall fail to make testamentary disposition of such stock option or stock appreciation rights or shall die intestate, by the legal representative of the Director or Key Employee, in either case at any time prior to the expiration date of such stock option or stock appreciation rights or within one year after the date of death, whichever is the shorter period. If the employment of a Key Employee or the service of a Director who is an optionee or holds stock appreciation rights granted without a related stock option terminates for any reason other than as set forth in this Section 5(H), the rights of such Director or Key Employee under any then outstanding stock option or stock appreciation rights granted without a related stock option shall terminate at the time of such termination of employment. I. Each stock option shall be confirmed by a stock option agreement which shall be executed by the Chairman of the Board or the President on behalf of the Bank and by the person to whom such stock option is granted. Stock appreciation rights which are granted without a related stock option shall be confirmed by a stock appreciation rights agreement which shall be executed by the Chairman of the Board or the President on behalf of the Bank and by the person to whom such stock appreciation rights are granted. J. So long as the Common Stock is not listed on a national or regional securities exchange or quoted in the interdealer quotation system maintained by the National Association of Securities Dealers, Inc., the Committee shall in good faith determine the fair market value of the Common Stock on or as of the date on which fair market value is to be determined. At such time as the Common Stock shall be listed on a national or regional securities exchange or quoted in the inter-dealer quotation system maintained by the National Association of Securities Dealers, Inc., the Committee shall adopt such rules for determining fair market value of the Common Stock, which shall employ such generally accepted criteria of value and make reference to such generally available and reliable publications as the Committee in its discretion may determine to be appropriate. Subject to the foregoing provisions of this Section 5 and the other provisions of the Plan, any stock option or stock appreciation rights granted under the Plan shall be subject to such other terms and conditions as the Committee shall deem advisable on the date of grant. SECTION 6 Adjustment and Substitution of Shares If a dividend or other distribution shall be declared upon the Common Stock payable in shares of the Common Stock, the number of shares of the Common Stock then subject to any outstanding stock option or stock appreciation rights granted without a related stock option and the number of shares which may be issued or delivered under the Plan but are not then subject to an outstanding stock option or stock appreciation rights granted without a related stock option shall be adjusted by adding thereto the number of shares which would have been - 7 - 8 distributable thereon if such shares had been outstanding on the date fixed for determining the shareholders entitled to receive such stock dividend or distribution. If the outstanding shares of the Common Stock shall be changed into or exchangeable for a different number or kind of shares of stock or other securities of the Bank or another corporation, whether through reorganization, reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for each share of the Common Stock subject to any then outstanding stock option or stock appreciation rights granted without a related stock option and for each share of the Common Stock which may be issued or delivered under the Plan but are not then subject to an outstanding stock option or stock appreciation rights granted without a related stock option, the number and kind of shares of stock or other securities into which each outstanding share of the Common Stock shall be so changed or for which each such share shall be exchangeable. In case of any adjustment or substitution as provided for in this Section 6(i) the aggregate option price for all shares subject to each then outstanding stock option prior to such adjustment or substitution shall be the aggregate option price for all shares of stock or other securities (including any fraction) to which such shares shall have been adjusted or which shall have been substituted for such shares and (ii) the aggregate base price for all shares subject to outstanding stock appreciation rights granted without a related stock option shall be the base price for all shares of stock or other securities (including any fraction) to which such shares shall have been adjusted or which shall have been substituted for such shares. Any new option price or base price per share shall be carried to at least 3 decimal places with the last decimal place rounded upwards to the nearest whole number. No adjustment or substitution provided for in this Section 6 shall require the Bank to issue or sell a fraction of a share or other security. Accordingly, all fractional shares or other securities which result from any such adjustment or substitution shall be eliminated and not carried forward to any subsequent adjustment or substitution. All references in this Plan to shares shall, where the context so requires, be deemed to be references to such shares as adjusted pursuant to this Section 6. If any such adjustment to the number of shares subject to the grant of stock options requires the approval of stockholders in order to enable the Bank to issue incentive stock options then no such adjustment shall be made without the approval of the stockholders. Notwithstanding the foregoing, in the case of incentive stock options, if the effect of any adjustment or substitution is to cause the stock option to fail to continue to qualify as an incentive stock option or to cause a modification, extension or renewal of such stock option within the meaning of Section 425 of the Code, the Board of Directors may elect not to make such adjustment or substitution but rather shall use reasonable efforts to effect such other adjustment of each then outstanding stock option as the Board of Directors in its sole discretion shall deem equitable and which will not result in any disqualification, modification, extension or renewal (within the meaning of section 425 of the Code) of such stock option. - 8 - 9 SECTION 7 Effect of the Plan on the Rights of Directors or Employees Neither the adoption of the Plan nor any action of the Board or the Committee pursuant to the Plan shall be deemed to give any Director or employee any right to be granted a stock option and/or stock appreciation rights under the Plan and nothing in the Plan, in any stock option or in any stock appreciation rights granted under the Plan, or in any stock option agreement or any stock appreciation rights agreement shall confer any right to any Director or employee to continue as a Director of the Bank or any Subsidiary or to continue in the employ of the Bank or any Subsidiary or interfere in any way with the rights of the Bank or any Subsidiary to terminate the employment of any employee at any time. SECTION 8 Amendment The right to alter and amend the Plan at any time and from time to time and the right to revoke or terminate the Plan are hereby specifically reserved to the Board; provided always that no such revocation or termination shall terminate any outstanding stock option and/or stock appreciation rights theretofore granted under the Plan; and provided further that no such alteration or amendment of the Plan shall, without prior shareholder approval, (a) increase the total number of shares which may be issued or delivered under the Plan, (b) make any changes in the class of eligible Directors or employees or (c) extend the periods set forth in the Plan during which stock options and/or stock appreciation rights may be granted. No alteration, amendment, revocation or termination of the Plan shall, without the written consent of the holder of a stock option and/or stock appreciation rights theretofore granted under the Plan, adversely affect the rights of such holder with respect to such stock option or stock appreciation rights. SECTION 9 Effective Date and Duration of Plan The date of adoption of the Plan shall be December 30, 1988 provided that the Plan is ratified and approved by the affirmative vote of the holders of at least a majority of the outstanding shares of voting stock of the Bank at a meeting of such holders duly called, convened and held on or prior to December 30, 1989. No stock option or stock appreciation rights granted under the Plan may be exercised until after such ratification and approval. No stock option or stock appreciation rights may be granted under the Plan subsequent to December 30, 1998. - 9 - EX-4.3 4 CONCORD SAVINGS BANK 1988 STOCK OPTION PLAN 1 EXHIBIT 4.3 CONCORD SAVINGS BANK 1988 STOCK OPTION PLAN Adopted February 23, 1988 1. Purposes. The purpose of the Concord Savings Bank 1988 Stock Option Plan (the "Plan") is to further the growth and development of Community Bankshares, Inc. (the "Company") and its subsidiary corporations by granting to those employees of the Company's wholly-owned subsidiary, Concord Savings Bank, and its subsidiary corporations (hereinafter referred to, unless the context otherwise requires, as the "Bank") referred to in Section 6, as an incentive and encouragement to stock ownership, options to purchase shares of Common Stock of the Company, and thereby obtain a proprietary interest in the enterprise and a more direct stake in its continuing welfare. 2. Administration. The Plan shall be administered by the Stock Option Plan Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board"). Each of the members of the Committee shall be ineligible to participate in the Plan. 3. Grant of Options. Options to purchase shares of Common Stock of the Company shall be granted on behalf of the Company by the Board upon the recommendation of the Committee; provided, however, that no options under the Plan may be granted after February 22, 1998. The Committee shall, from time to time and within the limits of the Plan, recommend to the Board the persons to whom options are to be granted, the number of shares to be optioned and Limited Rights (as defined in Section 9) to be granted to each, the option price, the manner in which such option price shall be payable, and the time or times during the Exercise Period (as defined in Section 8) at which each such option and Limited Right shall become exercisable. Options granted under the Plan may be either incentive stock options, within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), or non-qualified stock options. Each option granted under the Plan shall be designated by the Board at the time the option is granted as either an incentive stock option or a non- qualified stock option. 4. Definitions. As used herein, the terms "subsidiary corporation" and "parent corporation" shall mean a "subsidiary corporation" and a "parent corporation" as such terms are defined in Section 425 of the Code. 5. Shares Subject to the Plan. An aggregate of 80,000 shares of Common Stock of the Company shall be available for the grant of options under the Plan. Such shares may be authorized and unissued shares or shares held in the Company's treasury. All shares subject to options that shall have terminated or shall have been cancelled for any reason (other than by surrender for cancellation upon any exercise of all or part of such options) will be available for subsequent optioning under the Plan. 2 6. Participants. All officers and other key employees of the Bank shall be eligible to receive options and thereby become participants in the Plan, except that no director who is not also an officer or employee of the Bank and no director who is a member of the Committee referred to in Section 2 shall be eligible to participate. For purposes of determining eligibility of individuals to receive non-qualified stock options under the preceding sentence, and for such purposes only, the term "employee" shall include (without limitation) persons who are employed by the Bank as consultants. In granting options the Board may include or exclude previous participants in the Plan as the Board may determine. 7. Option Price. The price at which shares may from time to time be optioned shall be in the case of incentive stock options not less than the fair market value of such shares at the time the option is granted, as determined in good faith by the Board upon the recommendation of the Committee at each time that such options are granted by it, and in the case of non- qualified stock options not less than 85% of such fair market value. 8. Option Period. Subject to Sections 16 and 17 and the following provisions of this Section 8, the period for exercising an option (the "Exercise Period") shall be as provided in each option granted by the Company to the participant. Notwithstanding any provisions hereof to the contrary, the Exercise Period shall in no event be longer than the period beginning with the date of grant and ending not later than ten years from such date of grant. If a participant retires during the Exercise Period, such option shall be exercisable by him or her only during the three months following his or her retirement (but in no event after the expiration of the Exercise Period) and only as to the number of shares, if any, as to which it was exercisable immediately prior to retirement. If a participant dies during the Exercise Period, such option shall be exercisable by either his or her executor or administrator or, if not so exercised, by the legatees or the distributees of his or her estate, only during the six months following his or her death (but in no event after the expiration of the Exercise Period). During such six month period, the option shall be exercisable as to the full number of shares as to which it had not been previously exercised. If a participant ceases to be an employee of the Bank for any cause other than retirement or death during the Exercise Period, such option shall be exercisable by him or her only during the thirty days following the cessation of his or her employment (but in no event after the expiration of the Exercise Period) and only as to the number of shares, if any, as to which it was exercisable immediately prior to cessation of employment. 9. Limited Stock Appreciation Rights. The Board upon the recommendation of the Committee may grant a limited stock appreciation right (a "Limited Right") to the holder of any stock option granted under the Plan (the "Related Option") with respect to the shares of Common Stock covered by such Related Option. A Limited Right shall be granted only at the time of grant of the Related Option. Each Limited Right shall be transferable only when and - 2 - 3 to the extent that the Related Option is transferable. No Limited Right granted pursuant to this Section 9 with respect to an incentive stock option shall be exercisable while there is outstanding (within the meaning of Section 422A of the Code) any incentive stock option which was previously granted to such holder. A Limited Right may be exercised only when the market price per share of the Common Stock subject to the Related Option exceeds the option price per share of such stock, and only during the period beginning on the Date of Change of Control (as defined in Section 17 hereof) and ending on the thirtieth day following such date. Each Limited Right shall be exercisable only if and to the extent that the Related Option is exercisable. Notwithstanding the provisions of the two immediately preceding sentences and in addition to the limitations contained therein, no Limited Right which is granted to an officer or director of the Company or to a participant who thereafter becomes an officer or director of the Company may be exercised until the expiration of six months from the date of its grant. Upon the exercise of a Limited Right, the Related Option shall cease to be exercisable as to the shares of Common Stock with respect to which such Limited Right was exercised, and such Related Option shall be considered to have been exercised to that extent. Upon the exercise or termination of a Related Option, the Limited Right granted with respect thereto shall terminate to the same extent. Upon the exercise of a Limited Right, the holder thereof shall receive an amount in cash equal to the product obtained by multiplying (i) the excess of the market price per share of the Common Stock of the Company (or in the case of a Reorganization as defined in Section 16, its successor) subject to the Related Option at the time the Limited Right is exercised over the option price per share of such stock by (ii) the number of shares of Common Stock with respect to which such Limited Right is being exercised, less all amounts required under the applicable provisions of the Code and state and local laws to be withheld with respect to such exercise. Each Limited Right shall be granted on such terms and conditions not inconsistent with the Plan as the Board upon the recommendation of the Committee may determine and shall be evidenced by an agreement setting forth such terms and conditions executed by the Company and the holder of the Limited Right. To exercise a Limited Right, the holder shall (i) give written notice thereof to the Company either by delivery in hand to the Treasurer of the Company or by mailing by registered mail to the Company, marked "Attention: Treasurer," at its principal place of business in Concord, New Hampshire, specifying the number of shares of Common Stock with respect to which he or she is exercising the Limited Right and (ii) if requested by the Company, deliver the agreement relating to the Limited Right being exercised and the option agreement for the Related option to the Treasurer of the Company, who shall endorse thereon a notation of such exercise and return the Limited Right agreement and option agreement to the holder thereof. The date of exercise of a Limited Right which is validly exercised shall be deemed to be the date on which the Company shall have received the notice referred to in the immediately preceding sentence. - 3 - 4 10. Payment for Shares and Related Matters. Full payment for shares purchased, together with the amount of any tax or excise due in respect of the sale and issue thereof, shall be paid at the time of exercise and shall be made in cash or by certified or bank cashier's check or, in the discretion of the Committee, in whole or in part by delivery of shares of Common Stock of the Company having a fair market value at the date of such delivery (determined in a manner approved by the Committee) of not less than the amount for which payment is being made by delivery of the shares. The Company will issue no certificates for shares until (a) full payment therefor has been made and (b) the person purchasing such shares provides for payment to (or withholding by) the Company of all amounts required under then applicable provisions of the Code and state and local tax laws to be withheld with respect to such purchase, and a participant shall have none of the rights of a stockholder until certificates for the shares purchased are issued to him or her. 11. Nonassignability. Each option and Limited Right by its terms shall not be transferable otherwise than by will or the laws of descent and distribution and shall be exercisable, during a participant's lifetime, only by him or her. 12. Conditions to Exercise of Options. The Board may, in its discretion, require as conditions to the exercise of options and the issuance of shares thereunder either (a) that a registration statement under the Securities Act of 1933, as amended, with respect to the options and the shares to be issued on the exercise thereof shall have become, and continue to be, effective, or (b) that the participant (i) shall have represented, warranted and agreed, in form and substance satisfactory to the Company, at the time of exercising the option, that he or she is acquiring the shares for his or her own account, for investment and not with a view to or in connection with any distribution, (ii) shall have agreed to restrictions on transfer in form and substance satisfactory to the Company and (iii) shall have agreed to an endorsement which makes appropriate reference to such representations, warranties, agreements and restrictions on the certificate(s) representing the shares. 13. Conditions to Effectiveness of the Plan. The Plan shall not become effective and any options and Limited Rights granted hereunder shall not be exercisable unless and until the Plan shall have been duly approved by the stockholders of the Company. No option or Limited Right shall be granted or exercised if such grant or exercise or the issuance of shares pursuant thereto would be contrary to law or the regulations of any duly constituted authority having jurisdiction. 14. Alteration, Termination, Discontinuance, Suspension or Amendment. The Board may alter, terminate, discontinue, suspend or amend the Plan. The Board may not, however, increase the maximum number of shares in the aggregate that may be offered for sale under options or change the manner of determining the option price or, without the consent of the participant, alter or impair any option previously granted to him or her under the Plan, except as provided in Section 16. - 4 - 5 15. Effect of Changes in Common Stock. If the Company shall combine, subdivide or reclassify the shares of Common Stock which have been or may be optioned, or shall declare thereon any dividend payable in shares of Common Stock, or shall reclassify or take any other action of a similar nature affecting the Common Stock, then the number and class of shares of stock as to which options or Limited Rights may thereafter be granted (in the aggregate and to any participant) shall be appropriately adjusted and, in the case of each option and Limited Right outstanding at the time of any such action, the number and class of shares which may thereafter be purchased pursuant to such option, the option price per share and any Limited Right with respect thereto shall likewise be appropriately adjusted, all to such extent as may be determined by the Board upon the recommendations of the Committee, with the approval of counsel, to be necessary to preserve unimpaired the rights of the participant. Each and every such determination shall be conclusive and binding upon such participant. 16. Effect of Reorganizations. In case of any one or more reclassifications, changes or exchanges of outstanding shares of Common Stock or other stock (other than as provided in Section 15), or consolidations of the Company with, or mergers of the Company into, other corporations, or other recapitalizations or reorganizations (other than consolidations with a subsidiary in which the Company is the continuing corporation and which do not result in any reclassifications, changes or exchanges of outstanding shares of the Company), or in case of any one or more sales or conveyances to another corporation of the property of the Company as an entirety, or substantially as an entirety, any and all of which are hereinafter in this Section called "Reorganizations," a participant shall have the right, upon any subsequent exercise of an option, to acquire the same kind and amount of securities and property which such participant would then have if such participant had exercised such option immediately before the first of any such Reorganizations and continued to hold all securities and property which came to such participant as a result of that and subsequent Reorganizations, less all securities and property surrendered or cancelled pursuant to any of same, the adjustment rights in Section 14 and this Section being continuing and cumulative, except that, notwithstanding any provision of Section 8 to the contrary, the Board shall have the right in connection with such Reorganizations, upon not less than 30 days' written notice to the participants, to terminate the Exercise Period, and in such event all outstanding options, other than options as to which one of the events referred to in the second and fourth paragraphs of Section 8 has occurred, may be exercised, in whole or in part, and all outstanding options as to which the third paragraph of Section 8 is applicable, may be exercised to the extent thereby permitted, in each case only at a time prior to or simultaneously as of the consummation of such Reorganization. Liquidations shall be deemed such Reorganizations for the foregoing purposes. 17. Effect of Change in Control. If any individual, corporation or other entity ("person") shall become the beneficial owner of 50% or more of the outstanding shares of Common Stock of the Company (other than by reason of a merger in which the Company is the continuing corporation and which does not result in any reclassification of outstanding shares of Common Stock of the Company), then upon the date such event occurs (the "Date of Change of Control") all options and Limited Rights theretofore granted hereunder and not fully exercisable shall (subject to the provisions of the Plan and any other limitation applicable to such - 5 - 6 options or Limited Rights) become exercisable in full for a period of thirty days following such date; provided, however, that no Related Option or Limited Right shall be exercisable by an officer or director of the Company or by a person who was an officer or director of the Company at the time the Related Option and Limited Right were granted to him or her within six months of the date of grant of such Related Option and Limited Right. For the purpose of this Section, a person shall be deemed to be the beneficial owner of shares of Common Stock of the Company which are beneficially owned, directly or indirectly, by any other person (a) with which it or its "affiliate" or "associate" (as hereinafter defined) has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of Common Stock of the Company or (b) which is its "affiliate" or "associate". For the purposes of this Section, a person is an "affiliate" of another person if the former directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the latter; and a person is an "associate" of (1) any corporation or organization (other than the Company or any of its subsidiary corporations) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the Company or any of its subsidiary corporations. 18. Interpretation. The Committee referred to in Section 2 appointed by the Board to administer the Plan is authorized to interpret the Plan and to make and amend such regulations with regard to the Plan as it may deem appropriate. No such interpretation or regulation shall, however, become effective until the same shall have been approved by the Board. - 6 - EX-5 5 OPINION OF DEVINE, MILLIMET & BRANCH, P.C. 1 EXHIBIT 5 [Devine, Millimet & Branch, Professional Association Letterhead] September 22, 1997 CFX Corporation 102 Main Street Keene, New Hampshire 03431 Ladies and Gentlemen: Reference is made to the Post-Effective Amendment No. 1 on Form S-8 (the "Post- Effective Amendment") to the Registration Statement on Form S-4 (File No. 333-29243) (the "Registration Statement") of CFX Corporation, a New Hampshire corporation ("CFX"), relating to shares of CFX Common Stock, par value $0.66 2/3 per share ("CFX Common Stock"), which may be offered to holders of options ("Community Options") to purchase shares of common stock of Community Bankshares, Inc. ("Community"), par value $0.10 per share ("Community Common Stock"), made under and in accordance with the Community Bankshares, Inc. 1992 Stock Option Plan, the Centerpoint Bank 1989 Stock Option Plan, the Concord Savings Bank 1988 Stock Option Plan, and the Concord Savings Bank 1985 Employee Stock Option Plan (collectively, the "Community Plans"), which Community Options have been assumed by CFX and converted into a right to purchase shares of CFX Common Stock pursuant to the terms of an Agreement and Plan of Reorganization and a related Plan of Share Exchange, both dated as of March 24, 1997, by and among CFX, Community and certain of their respective affiliates (collectively, the "Reorganization Agreement"). You have asked us to furnish an opinion to be included as Exhibit 5 to the Post-Effective Amendment. This opinion relates only to shares of CFX Common Stock that may be issued to holders of Community Options outstanding on the Effective Date (as defined in the Reorganization Agreement). In conjunction with the furnishing of this opinion, we have examined the Reorganization Agreement, the Community Plans, certified copies of the Articles of Incorportion and the By-laws of CFX and the minutes of relevant meetings of the directors and of the shareholders of CFX. We have further examined such other corporate documents and have made such investigation of matters of fact and law as we have deemed necessary to render this opinion. Based upon such examination and investigation, and upon the assumptions that there will be no material changes in the documents examined and the matters investigated, we are of the opinion that: 1. The shares of CFX Common Stock that may be offered to holders of Community Options after the Effective Date pursuant to the terms of the Reorganization Agreement have been duly authorized by CFX. 2 2. The shares of CFX Common Stock to be issued upon exercise of any Community Options in accordance with the terms of the Community Plans, and any stock option agreement pursuant thereto, and payments of the consideration (in amounts not less than the par value per share) specified in the Reorganization Agreement, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. Very truly yours, DEVINE, MILLIMET & BRANCH, PROFESSIONAL ASSOCIATION - 2 - EX-23.2 6 CONSENT OF WOLF & COMPANY, P.C. 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We 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 (File No. 333-29243), of our report dated January 29, 1997, except for Note W as to which the date is March 24, 1997, and incorporated by reference in the Annual Report on Form 10-K of CFX Corporation for the year ended December 31, 1996, and to the reference to us in Item 5 of the Post-Effective Amendment. /s/ Wolf & Company, P.C. ------------------------ Wolf & Company, P.C. Boston, Massachusetts September 19, 1997 EX-23.3 7 CONSENT OF SHATSWELL, MACLEOD & CO. 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We 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 (File No. 333-29243), of our report dated January 13, 1997, except for Note 20 as to which the date is February 13, 1997, included in the Annual Report of Portsmouth Bank Shares, Inc. and Subsidiary for the year ended December 31, 1996 and incorporated by reference in the Current Report on Form 8-K of CFX Corporation dated as of August 29, 1997, and to the reference to us in Item 5 of the Post-Effective Amendment. /s/ Shatswell, MacLeod & Company, P.C. -------------------------------------- Shatswell, MacLeod & Company, P.C. West Peabody, Massachusetts September 18, 1997 EX-23.4 8 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report, incorporated herein by reference, dated January 22, 1997, relating to the consolidated balance sheets of Community Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995 and June 30, 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the year ended December 31, 1996, the six months ended December 31, 1995, and for each of the years in the two-year period ended June 30, 1995, which report appears in the December 31, 1996 annual report on Form 10-K of Community Bankshares, Inc. and is incorporated by reference in the Current Report on Form 8-K of CFX Corporation dated as of August 29, 1997 and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4. /s/ KPMG Peat Marwick LLP ------------------------- KPMG Peat Marwick LLP Boston, Massachusetts September 22, 1997 EX-24.2 9 POWERS OF ATTORNEY 1 EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of CFX Corporation, a corporation organized under the laws of the state of New Hampshire (the "Corporation"), hereby constitutes and appoints Peter J. Baxter, Mark A. Gavin, Gregg R. Tewksbury and Steven L. Kaplan, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents for him or her and on his or her behalf and in his or her name, place and stead, in all cases with full power of substitution and resubstitution, in any hand and all capacities, to sign, execute and affix his or her seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Registration Statement on Form S-4 or any other appropriate form and all amendments or supplements (including post-effective amendments) thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to the registration of shares of common stock, par value $0.66 2/3 per share, of the Corporation, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully and to all intents and purposes as he himself or she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned director and or officer has hereunto set his or her hand and seal, as of the date specified.
Name Title Date - ---- ----- ---- /s/ Timothy J. Connors Director August 29, 1997 - ---------------------------------------------------------- Timothy J. Connors /s/ Douglas Crichfield Director August 29, 1997 - ---------------------------------------------------------- Douglas Crichfield /s/ Mark E. Simpson Director August 29, 1997 - ---------------------------------------------------------- Mark E. Simpson /s/ Robert W. Simpson Director August 29, 1997 - ---------------------------------------------------------- Robert W. Simpson
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