SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
METROBANCORP
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(Name of Registrant as Specified In Its Charter)
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METROBANCORP
10333 North Meridian Street, Suite 111
Indianapolis, Indiana 46290
317-573-2400
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
to be held on May 17, 2001
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of MetroBanCorp
("Company") in connection with the solicitation of proxies by the Board of
Directors of the Company for use at its Annual Meeting of Shareholders to be
held on Thursday, May 17, 2001, at 1:00 p.m., Indianapolis time, in the Three
Meridian Plaza Conference Center, 10333 North Meridian Street, Indianapolis,
Indiana 46290, and at any and all adjournments thereof. This Proxy Statement and
accompanying form of proxy is first being mailed to the Company's shareholders
on or about April 18, 2001.
Only shareholders of record as of March 30, 2001 will be entitled to
notice of and to vote at the annual meeting or any adjournment thereof. As of
March 30, 2001, the Company had 2,038,309 shares of common stock issued and
outstanding, which were held by 353 shareholders of record. There is no other
class or series of stock of the Company outstanding and entitled to vote at the
annual meeting. Each shareholder of record as of the record date will be
entitled to one vote for each share of common stock registered in the
shareholders name.
For the matters to be voted on at the annual meeting, each share is
entitled to one vote, exercisable in person or by proxy. Provided that a quorum
of shareholders is present at the annual meeting, there will be considered and
voted upon: (i) director nominees to be elected to the Board of Directors of the
Company; (ii) a proposal to adopt the Directors' Retirement Benefit Plan of
MetroBanCorp; (iii) ratifying the appointment of Crowe, Chizek and Company LLP,
Indianapolis, Indiana as independent accountants for MetroBanCorp and its
subsidiaries for the fiscal year ending December 31, 2001.
The cost of soliciting proxies will be borne by the Company. In addition
to use of the mails, proxies may be solicited personally or by telephone by
directors, officers and certain employees of the Company, none of whom will be
specially compensated for such soliciting.
Any shareholder giving a proxy has the right to revoke it at any time
before it is exercised. Therefore, execution of a proxy will not affect a
shareholder's right to vote in person if he or she attends the annual meeting.
Revocation may be made prior to the annual meeting by written notice sent to
Charles V. Turean, Secretary, MetroBanCorp, P.O. Box 80451, Indianapolis,
Indiana 46280-0451; at the annual meeting in person or by oral or written notice
to the Secretary; or by duly executing and delivering to the Secretary a proxy
bearing a later date. To be effective, any revocation must be received before
the proxy is exercised.
The shares represented by proxies at the annual meeting will be voted as
instructed by the shareholders giving the proxy. In the absence of specific
instructions to the contrary, proxies will be voted FOR (i) election of the
eleven (11) persons named as nominees in this Proxy Statement as Directors of
the Company; (ii) the proposal to adopt the Directors' Retirement Benefit Plan
of MetroBanCorp; (iii) ratifying the appointment of Crowe, Chizek and Company
LLP, Indianapolis, Indiana as independent accountants for MetroBanCorp and its
subsidiaries for the fiscal year ending December 31, 2001.
ELECTION OF DIRECTORS
The Board of Directors is composed of eleven (11) members, all of who
hold office for a term of one year or
1
until their respective successors are duly elected and qualified. The following
table sets forth certain information concerning each of the eleven (11) director
nominees. All nominees were initially elected in 1987, except Edward G. McMahon,
who was elected in 1988, James C. Lintzenich, who was elected in 1999, and James
F. Keenan, who is a first time director nominee. If for any reason a director
nominee becomes unable or unwilling to serve at the time of the annual meeting
(an event which the Board of Directors does not anticipate at this time), the
persons named as proxies in the accompanying proxy will have discretionary
authority to vote for a substitute nominee or nominees named by the Board of
Directors if the Board of Directors elects to fill such nominee's position. The
Board of Directors of the Company unanimously recommends a vote FOR the election
of each of the following nominees as a director of the Company for the ensuing
year:
Shares and
Percent
Title of Position Principal Occupation Beneficially
Name and Age with the Company for the Last Five Years Owned (1)
- ------------ ----------------- ----------------------- --------------
Chris G. Batalis, 62 (2,7) Director President, Heptagon, 52,845 2.56%
615 W. Colfax Avenue Inc. (advertising)
South Bend, IN 46601
Ike G. Batalis, 54 (2,3,6,7) Director, President President and Chief 108,077 5.09%
10333 N. Meridian, Ste 111 and Chief Executive Executive Officer of
Indianapolis, IN 46290 Officer the Company and
MetroBank since 1987
Terry L. Eaton, 58 (4,7) Director Chairman, 57,721 2.80%
10645 Winterwood Eaton Investments, LTD
Carmel, IN 46032 (investments)
Evans M. Harrell, 74 (5,7) Director Owner, Cherokee Center 56,775 2.75%
551 N. St. Mary's Lane N.W.
Marietta, GA 30064-1441
James F. Keenan, 41 (11) Director Nominee President and CEO, 7,127 0.35%
423 Sycamore St., Suite 101 Walter and Keenan
PO Box 906 Financial Consulting
Niles, MI 49120 Co. (financial
consultants)
Robert L. Lauth, Jr., 49 Director Chairman and CEO, 54,752 2.65%
(6,7,13) Lauth Property Group,
9777 N. College Avenue Inc. (real estate
Indianapolis, IN 46280 development and
management)
James C. Lintzenich, 47 (8,12) Director President & COO, 67,666 3.30%
30 South Meridian Street Sallie Mae, Inc.
Indianapolis, IN 46207-7039 (student loan
administration and
servicing)
Edward G. McMahon, 74 (6,7,14) Director Owner, 74,821 3.62%
112 Mill Farm Road McMahon Farms
Noblesville, IN 46060 (investments)
2
Shares and
Percent
Title of Position Principal Occupation Beneficially
Name and Age with the Company for the Last Five Years Owned (1)
- ------------ ----------------- ----------------------- --------------
R.D. "Rusty" Richardson, 50 Director President, Richardson 48,640 2.36%
(6,7,9) Partners (real estate
1535 Prestwick Lane partnerships and
Carmel, IN 46032 investments)
Edward R. Schmidt, 53 Director Executive Vice 47,113 2.28%
(6,7,10) President, Sallie
30 South Meridian Mae, Inc.
Street Indianapolis, IN
46207-7039
Donald F. Walter, 69 (6,7) Director, President and Chief 53,108 2.57%
423 Sycamore St., Chairman Executive Officer,
Suite 101 Walter and Keenan
PO Box 906 Financial Consulting
Niles, MI 49120 Co. (financial
consultants) until
December 31, 2000
Directors and Executive Officers as a group of fourteen 705,000 29.33%
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(1) Based upon information provided to the Company by each director and
executive officer.
(2) Chris G. Batalis and Ike G. Batalis are brothers.
(3) Includes 3,881 shares of common stock held by a custodian for Mr. Batalis'
benefit in an individual retirement account, and 10,188 shares issuable
under options granted pursuant to the Company's 1991 Stock Option and Stock
Appreciation Rights Plan. Also includes 48,682 shares of common stock
issued under options granted pursuant to the Company's 1994 Stock Option
and Stock Appreciation Rights Plan.
(4) Includes 19,100 shares of common stock held jointly with Mr. Eaton's
spouse, and 5,095 shares of common stock held by Mr. Eaton's spouse with
respect to which he disclaims any beneficial interest.
(5) Includes 2,970 shares of common stock held by Mr. Harrell's spouse with
respect to which he disclaims any beneficial interest.
(6) Includes 1,274 shares of common stock issuable under options granted
pursuant to the 1991 Directors' Stock Option Plan.
(7) Includes 25,467 shares of common stock issuable under options granted
pursuant to the 1994 Directors' Stock Option Plan.
(8) Includes 56,593 shares of common stock held by Sallie Mae, Inc., a
corporation of which Mr. Lintzenich is President and Chief Operating
Officer, and 1,396 shares of common stock which are held in equal amounts
by two minor children, with respect to which he disclaims any beneficial
interest.
(9) Includes 252 shares of common stock held in equal amounts for the benefit
of Mr. Richardson's minor son and daughter with respect to which he
disclaims any beneficial interest. Also includes 12,733 shares of common
stock held jointly with Mr. Richardson's spouse.
(10) Includes 953 shares of common stock held by a custodian for Mr. Schmidt's
benefit in an individual retirement account.
(11) Includes 7,127 shares of common stock held by Walter and Keenan Financial
Consulting Co., of which Mr.
3
Keenan serves as the President and Chief Executive Officer.
(12) Includes 9,551 shares of common stock issuable under options granted
pursuant to the 1994 Directors' Stock Option Plan.
(13) Includes 10,822 shares of common stock held jointly with Mr. Lauth's
spouse.
(14) Includes 48,080 shares of common stock held by the McMahon Family Limited
Partnership.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS AND
DIRECTORS FEES
Attendance at Meetings
During 2000, the Board of Directors of the Company held six meetings.
All incumbent Directors attended 75% or more of the total number of 2000
meetings of the Board and of the Board committees to which they were appointed,
except Mr. Lintzenich, who attended 50% of the respective committee and board
meetings.
Committees
The Board of Directors of the Company has an Executive Committee, a
Nominating Committee and an Audit Committee. The members of the Executive
Committee are Terry L. Eaton, Chairman, Ike G. Batalis, Edward G. McMahon,
Edward R. Schmidt and Donald F. Walter. The members of the Nominating Committee
are Robert L. Lauth, Jr., Chairman, Ike G. Batalis, Edward G. McMahon and R. D.
"Rusty" Richardson. The members of the Audit Committee are Evans M. Harrell,
Chairman, Chris G. Batalis and James C. Lintzenich. The Executive Committee acts
pursuant to the By-Laws of the Company and authorization of the Board of
Directors and approves or recommends to the Board compensation and employee
benefit matters. The Nominating Committee recommends prospective nominees for
election to the Boards of Directors of the Company and MetroBank ("Bank"), and
will consider shareholder recommendations for consideration as directors. These
recommendations should be forwarded by the shareholder to the Secretary of the
Company with biographical data about the recommended individual. The Audit
Committee performs the function of recommending the independent public
accountants and oversees the work of the internal auditor. The MetroBanCorp
Audit Committee Charter is attached as Exhibit "A". The Executive Committee met
five times in 2000. The Nominating Committee met two times in 2000. The Audit
Committee met four times in 2000.
Director Compensation
In 2000, each director of the Company received an annual retainer of
$5,000 and a fee of $1,000 for each Board meeting attended. Directors of the
Company who also serve as directors of the Bank received an additional fee of
$500 for attending meetings of the Bank's Board. Members of the Company's
director committees received $500 per meeting attended.
Executive officers of the Company and the Bank who serve as directors do
not receive directors fees, nor do they receive additional or separate
compensation from the Company for their director service to the Company.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are listed in the table below.
Each officer serves a term of office of one year or until the election and
qualification of his successor.
Name Age Office and Business Experience
- ---- --- ------------------------------
Ike G. Batalis 54 President and Chief Executive Officer of the
Company and Bank. Mr. Batalis has over thirty
years of banking experience and served as
President and CEO of
4
Wainwright Financial Corporation prior to
forming the Company.
Andrew E. Illyes 52 Executive Vice President and Senior Loan
Officer of Bank. Previously, he served as
Community President of Ameritrust National
Bank, Central Indiana, formerly American
National Bank. Mr. Illyes has an extensive
bank lending background.
Gregory J. Murray 51 Executive Vice President - Commercial Lending
of Bank. Mr. Murray has over twenty-eight years
of banking experience. Prior to joining MetroBank,
he served as Senior Vice President of Union
Planters Bank, Indianapolis.
Charles V. Turean 48 Executive Vice President, Chief Financial Officer
and Secretary of the Company and Bank. Mr. Turean
has over twenty-five years of progressively
increasing financial responsibilities, including
fifteen years with banking institutions. Prior to
his current position, Mr. Turean was Senior Vice
President and Controller with Wainwright Financial
Corporation and served as Treasurer of
Wainwright's subsidiary insurance company. Mr.
Turean is also a certified public accountant.
EXECUTIVE COMPENSATION
The following table contains information with respect to cash
compensation paid by the Bank to any employee who served as an executive officer
of the Company or the Bank for the years ended December 31, 2000, 1999 and 1998,
and whose cash compensation exceeded $100,000 in 2000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------------------------ ----------------------
Name/Principal Year Salary Bonus Other Annual Securities Underlying
Position ---- ------ ----- Compensation ($) Options/SARs(#)
-------- ---------------- ---------------
Ike G. Batalis 2000 $135,000 $35,067 $34,370 5,250
President, CEO 1999 $130,050 $33,574 $27,289 4,961
1998 $127,500 $30,855 $22,353 4,851
Charles V. Turean 2000 $92,000 $17,405 $24,429 2,625
Executive Vice 1999 $88,740 $18,336 $20,467 2,756
President, CFO 1998 $87,000 $15,660 $16,885 3,032
Gregory J. Murray 2000 $91,575 $14,769 $17,491 1,050
Executive Vice 1999 $57,981 $30,505 $18,785 7,166
President
The following table provides information with respect to stock options
granted to or held by the Company's named executive officers in 2000.
5
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
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Name Number of % of Total Options Exercise Price Expiration Date
- ---- Securities Granted to -------------- ---------------
Underlying Options Employees in
Granted (#)(a) Fiscal Year
------------------ ------------------
Ike G. Batalis 5,250 52.7% $5.71 12/28/2010
Charles V. Turean 2,625 26.3% $5.71 12/28/2010
Gregory J. Murray 1,050 10.5% $5.71 12/28/2010
(a) Options are immediately exercisable. The exercise price of the option is
the market value of the common shares on the date of grant.
6
Employment Agreements
The Company and the Bank have entered into written employment agreements
with Ike G. Batalis, Charles V. Turean, Gregory J. Murray, and Andrew E. Illyes.
Pursuant to such agreements, Mr. Batalis has been selected as a director and the
chief executive officer of the Company and the Bank, Messrs. Murray and Illyes
have been selected to serve as executive vice presidents and directors of the
Bank, and Mr. Turean has been selected to serve as executive vice president of
the Company and the Bank and a director of the Bank. Each of the executive
officers may terminate his respective employment agreement at will with 90 days'
prior written notice, for good reason (as defined in each employment agreement)
upon 30 days' prior written notice, or within 6 months of a change in control
(as defined in each employment agreement) of the Company. Such agreements
provide that upon termination of such executive officer's employment as a result
of a change in control of the Company or the Bank, he would be entitled to an
amount equivalent of 3 years' base salary in the case of Mr. Batalis, and 2
years' base salary for each of Mr. Turean, Mr. Murray and Mr. Illyes. Except for
these employment agreements, there are no other arrangements or understandings
between any of the directors or executive officers of the Company and any other
person according to which any of them has been selected for their respective
positions as directors or executive officers of the Company.
In connection with Mr. Batalis' employment agreement, the Board of
Directors of the Company adopted on December 10, 1992 an Incentive Plan, which
provides for the establishment of a fund in an amount equal to 4% of the net
total sale value of the Company (as defined in the Incentive Plan) in the event
of an acquisition of the Company. Upon consummation of an acquisition of the
Company, 75% of the amount in the fund shall be paid to the Chief Executive
Officer of the Company, currently Mr. Batalis, and the remainder shall be paid
to such other employees of the Company as determined by the Board of Directors
of the Company.
Thrift and Retirement Plan
Effective January 1, 1988, the Board of Directors of Company adopted
the MetroBanCorp Employees' Thrift and Retirement Plan ("Thrift Plan"). The Bank
adopted the Thrift Plan effective April 4, 1988. The Thrift Plan is funded by
contributions to Wells Fargo Bank Indiana, N.A., in Fort Wayne, Indiana, as
Trustee.
Salary redirection or "401(k)" contributions are made by participants by
redirecting a portion of their compensation from the Bank to the Thrift Plan, on
a pre-tax basis, in an amount not less than 1 percent nor more than 10 percent
of their compensation. Matching contributions of up to 6 percent are made to the
Thrift Plan by the Bank and relate to the amount of salary contributions made by
each participant. For 2000, the Bank's matching contribution was 110 percent of
each participant's salary redirection for those participants who elected to make
salary redirection contributions of not less than 2 percent of compensation. The
Plan was amended in 2000 to provide for employer matching contributions to be
made in shares of MetroBanCorp stock or in cash used by the Trustee to purchase
MetroBanCorp stock.
For an employee to be eligible to participate in the Thrift Plan, the
employee must have attained the age of 21 and have been credited with 1,000
hours of service for the Company or the Bank during the twelve-month period
commencing with the employee's date of hire. The portion of each participant's
account under the Thrift Plan attributable to the Bank's matching contribution
becomes fully vested after the completion of 5 years of service. Participants
are fully vested at all times in their salary redirection amounts. Benefits
under the Thrift Plan are distributable to participants or their beneficiaries
in a lump sum payment. For the year ended December 31, 2000, the Bank made
$82,800 in matching contributions to the Thrift Plan.
Other Employee and Director Benefit Plans
In addition to the Thrift Plan, Company maintains other benefit plans
for its employees and directors, including the 1991 Stock Option and Stock
Appreciation Rights Plan of MetroBanCorp, the 1991 Directors' Stock Option Plan
of MetroBanCorp, the 1994 Stock Option and Stock Appreciation Rights Plan of
MetroBanCorp, the 1994 Directors' Stock Option Plan, and the MetroBanCorp
Supplemental Executive Retirement Plan.
7
Summary Description of 1991 Employee Plan
The Company adopted, effective as of March 31, 1991, the 1991 Stock
Option and Stock Appreciation Rights Plan of MetroBanCorp ("1991 Employee
Plan"). The 1991 Employee Plan provides for the granting of ISOs, within the
meaning of Section 422 of the Code, NSOs and SARs to officers and key employees
of the Company and its subsidiaries, including the Bank. ISOs and NSOs may be
granted with or without the SARs under the 1991 Employee Plan. With respect to
options granted in tandem with SARs in the event an optionee elects to exercise
a SAR, the underlying option or applicable portion thereof must be surrendered.
Underlying options will not be exercisable by an optionee to the extent they are
surrendered upon exercise of a related SAR.
Over the life of the 1991 Employee Plan, the Company is authorized to
issue 25,468 shares (20,000 shares adjusted for the 1998 5%, 1999 10%, 2000 5%,
and 2001 5% stock dividends) of its common stock pursuant to the exercise of
ISOs, NSOs and SARs. This maximum amount is subject to adjustment for any future
stock dividends, splits, combinations or other changes in capitalization as
described in the plan document. The 1991 Employee Plan terminated on March 30,
2001, except as to outstanding options and related SARs which shall remain in
effect until they have been exercised or terminated or have expired.
NSOs granted under the 1991 Employee Plan may be exercisable at a price
established by the committee which administers the plan. ISOs may be exercisable
only at a price which is not less than the fair market value of the stock on the
date of grant. As of April 18, 2001, options for 19,869 shares (15,600 shares
adjusted for the 1998 5%, 1999 10%, 2000 5%, and 2001 5% stock dividends) of
common stock have been granted, in the form of NSOs, under the 1991 Employee
Plan at an exercise price of $5.30 per share ($6.75 per share adjusted for the
1998 5%, 1999 10%, 2000 5%, and 2001 5% stock dividends).
Summary Description of 1991 Directors' Plan
The Company adopted the 1991 Directors' Stock Option Plan of
MetroBanCorp ("1991 Directors' Plan") effective as of March 31, 1991. The 11
individuals who constituted the members of the Board of Directors of the Company
on May 1, 1991 received grants of NSOs and the 15 individuals who constituted
the members of the Board of Directors of the Bank on May 1, 1991 received grants
of NSOs under the 1991 Directors' Plan. Members of the Board of Directors of the
Company who are also directors of the Bank may not receive grants of options in
both capacities. With respect to Bank directors, however, options may be
re-granted if they have been forfeited or if the shares to which they relate
remain unpurchased upon expiration or termination of the option.
Over the life of the 1991 Directors' Plan, the Company is authorized to
issue 20,384 shares (16,000 shares adjusted for the 1998 5%, 1999 10%, 2000 5%,
and 2001 5% stock dividends) of its common stock pursuant to the exercise of
options thereunder. Of this number, 14,014 shares (11,000 shares adjusted for
the 1998 5%, 1999 10%, 2000 5%, and 2001 5% stock dividends) are reserved for
issuance pursuant to the exercise of options by members of the Board of
Directors of the Company and 6,370 shares (5,000 shares adjusted for the 1998
5%, 1999 10%, 2000 5%, and 2001 5% stock dividends) are reserved for issuance
pursuant to the exercise of options granted to the members of the Board of
Directors of the Bank. The aggregate maximum is subject to adjustment for any
future stock dividends, splits, combinations or other changes in capitalization
as described in the plan document. The 1991 Directors' Plan terminated on March
30, 2001, except as to outstanding options which shall remain in effect until
they have been exercised, terminated, forfeited or have expired.
For members of the Board of Directors of the Bank, options will vest in
each optionee and become exercisable commencing December 31, 1991 and,
thereafter, on the last day of each calendar year in which the director is a
member of the Board of Directors of the Bank in accordance with the following
schedule:
8
Percentage of Option Shares Vesting Each Year
Calendar Year of Service Ended -----------------
------------------------------
December 31, 1991 20%
December 31, 1992 20%
December 31, 1993 20%
December 31, 1994 20%
December 31, 1995 20%
Options granted under the 1991 Directors' Plan to members of the Board
of Directors of the Company will fully vest and become exercisable on and after
the date of grant. As of April 18, 2001, options to acquire 7,644 shares (6,000
shares adjusted for the 1998 5%, 1999 10%, 2000 5%, and 2001 5% stock dividends)
of the Company's common stock were outstanding and vested to directors of the
Company, and options to acquire 3,185 shares (2,500 shares adjusted for the 1998
5%, 1999 10%, 2000 5%, and 2001 5% stock dividends) were outstanding and vested
to directors of the Bank. The exercise price for all of these outstanding
options was $5.30 per share ($6.75 per share adjusted for the 1998 5%, 1999 10%,
2000 5%, and 2001 5% stock dividends).
Summary Description of 1994 Stock Option and Stock Appreciation Rights Plan
The Company adopted, effective as of April 28, 1994, the 1994 Stock
Option and Stock Option Appreciation Rights Plan of MetroBanCorp ("1994 Employee
Plan"), which provides for the granting of ISOs, NSOs and SARs to officers and
key employees of the Company and the Bank. As of April 18, 2001, options to
acquire 92,876 shares have been granted to officers and key employees of the
Company and the Bank, at an option price ranging from $3.92 to $8.14 per share
($5.00 to $9.875 adjusted for the 1998 5%, 1999 10%, 2000 5%, and 2001 5% stock
dividends). The shareholders of the Company approved an increase of 63,670
shares (50,000 shares adjusted for the 1998 5%, 1999 10%, 2000 5%, and 2001 5%
stock dividends) of common stock available for issuance under the 1994 Employee
Plan at the 1996 annual meeting. The shareholders of the Company also approved
an increase of 52,500 shares (50,000 shares adjusted for the 2001 5% stock
dividend) of common stock available for issuance under the 1994 Employee Plan at
the 2000 annual meeting. As a result, a total of 146,730 shares (74,000 shares
adjusted for the 1998 5%, 1999 10%, 2000 5%, and 2001 5% stock dividends and
50,000 shares adjusted for the 2001 5% stock dividend) of the Company's common
stock have been reserved for issuance under the 1994 Employee Plan.
Summary Description of 1994 Directors' Stock Option Plan
The 1994 Directors' Stock Option Plan of MetroBanCorp ("1994 Directors'
Plan"), adopted effective as of April 28, 1994, provides for the granting of
NSOs to directors of the Company. As of April 18, 2001, options to acquire
268,693 shares (225,587 shares adjusted for the 1998 5%, 1999 10%, 2000 5%, and
2001 5% stock dividends) of the Company's common stock have been granted, in the
form of NSOs, to directors of the Company at an option price ranging from $4.81
to $8.14 per share ($6.125 and $9.875 per share adjusted for the 1998 5%, 1999
10%, 2000 5%, and 2001 5% stock dividends) (which price was equal to the per
share fair market value of the common stock on the date on which the options
were granted). The shareholders of the Company approved an increase of 226,026
shares (177,500 shares adjusted for the 1998 5%, 1999 10%, 2000 5%, and 2001 5%
stock dividends) of common stock available for issuance under the 1994
Directors' Plan at the 1996 annual meeting. The shareholders of the Company also
approved an increase of 228,375 shares (217,500 shares adjusted for the 2001 5%
stock dividend) of common stock available for issuance under the 1994 Directors
Plan at the 2000 annual meeting. With the additional shares reserved for grant
approved by the shareholders at the 1996 and 2000 annual shareholders meetings,
a total of 518,071 shares (as adjusted for stock dividends) of the Company's
common stock have been reserved for issuance under the 1994 Directors' Plan.
Summary Description of Supplemental Executive Retirement Plan
Effective January 1, 1993, the Board of Directors adopted the
MetroBanCorp Supplemental Executive
9
Retirement Plan ("SERP"), an unfunded, non-qualified deferred compensation plan,
for certain key managerial employees of the Company. The Company has also
entered into a Trust Agreement with Wells Fargo Bank Indiana, N.A. ("Trust") to
pay benefits due under the SERP. The SERP and Trust are designed to allow
participants to defer a portion of their compensation in addition to their
deferrals under the Thrift Plan and to provide a vehicle for the holding and
investment of such deferrals until a distributable event occurs under the SERP.
Participants in the SERP may not make deferrals in any year unless they have
made the maximum deferral allowable under the Thrift Plan. The maximum deferral
a participant may make for a year under the SERP and the Thrift Plan is 25
percent of compensation. The SERP also allows the Company to make discretionary
contributions which match a portion of a participant's deferrals and to make
supplemental contributions under the SERP. All contributions to the Trust and
any earnings thereon are subject to the claims of the Company's creditors. A
participant's benefit under the SERP is distributable within 30 days of the
participant's termination of employment with the Company for any reason and is
equal to the amount of annual compensation deferred by such participant and any
employer contributions plus any earnings thereon. The participant benefits by a
deferral of recognition of income to the extent of the amount deferred, the
extent of employer contributions and the extent of earnings on such
contributions. The Company must also postpone its tax deductions with respect to
the amounts deferred until they are recognized by the participant. Under
applicable law, employees who qualify for participation under the SERP must be
limited to individuals who are members of a select group of management or who
are highly compensated employees. The current participants in the SERP are Ike
G. Batalis, Charles V. Turean, Gregory J. Murray, and Andrew E. Illyes. For the
year ended December 31, 2000, the Bank made $42,200 in matching contributions to
the SERP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors of the Company and the companies with which they are
affiliated, and certain principal officers of the Bank, are customers of, and
have banking transactions with, the Bank in the ordinary course of business. All
such loans and commitment for loans included in such transactions have been made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unrelated persons
and, in the opinion of management, did not involve more than a normal risk of
collectibility or present other unfavorable features.
Loan transactions with directors and their affiliates and principal
officers of the Company for 2000 were as follows (dollars in thousands):
Balance at Beginning of Year $ 1,112
Loans Made 707
Loans Repaid (587)
--------
Balance at End of Year $ 1,232
========
Deposits held for directors and their affiliates and principal officers
of the Company as of December 31, 2000 were $2.8 million.
Certain directors and the companies with which they are affiliated also
provide services to the Company. The Company conducts business with these
affiliated companies for advertising and public relations.
Payments made to director-affiliated companies are as follows (dollars
in thousands):
2000 1999 1998
---- ---- ----
Advertising & Public Relations $203 $212 $178
==== ==== ====
The Bank purchased student loans from a company of which certain
executive officers serve as directors of the Company and the Bank. The loans are
serviced by and guaranteed by the seller. Loan servicing fees paid to the seller
were $27,000, $31,000 and $37,000 in 2000, 1999 and 1998, respectively. The
loans are purchased on the same terms as those offered by the seller to other
institutions. There were no purchases of student loans in 2000, 1999 or 1998. In
1999 and 1998, the Bank sold $32,000 and $3.5 million respectively, of student
loans back to the seller.
10
PRINCIPAL SHAREHOLDERS
The following table contains certain information concerning persons,
other than directors of the Company, who to the knowledge of the Company may be
deemed to beneficially own as of December 31, 2000 more than 5% of the Company's
outstanding shares of common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
---------------- -------------------- -----
Mary Morris Leighton and
Judd C. Leighton (1) 508,079 24.93%
211 West Washington Avenue
Suite 2400
South Bend, Indiana 46601
(1) Mary Morris Leighton is deceased. Mary Morris Leighton and Judd C. Leighton
were husband and wife. Shares owned by Mary Morris Leighton include 128,978
held in a revocable trust and 94,500 held by MML Associates LLC, an
investment partnership.
PROPOSAL TO APPROVE THE
METROBANCORP DIRECTORS' RETIREMENT PLAN
On May 17, 2001, the Board of Directors intends to adopt the
MetroBanCorp Directors' Retirement Plan, effective as of January 1, 2001
("Retirement Plan"). The Retirement Plan will cover only those directors of the
Company who are not employees of the Company or the Bank.
Set forth below is a summary of certain important features of the
Retirement Plan, which summary is qualified in its entirety by reference to the
actual plan, a copy of which is attached as Exhibit "B".
Purposes. The purposes of the Retirement Plan are to further the growth
and financial success of the Company and the Bank, by providing flexibility to
the Company in attracting and retaining the services of non-employee directors
who make significant contributions to the Company's success and the success of
the Bank.
Administration. The Company will have the authority to administer the
Retirement Plan. The Company will have the power to construe and interpret the
Retirement Plan documents; to decide all questions relating to a director's
eligibility to participate in the Retirement Plan; to determine the amount,
manner and timing of any payment of benefits under the Retirement Plan; to
resolve any claim for benefits and to appoint or employ advisors, including
legal counsel, to render advice with respect to any of the Company's
responsibilities under the Retirement Plan. The Company may adopt such rules as
it deems necessary in the administration of the Retirement Plan.
Eligibility and Entry Date. Each non-employee director of the Company
will become a participant in the Retirement Plan on the later of January 1,
2001, or the fifth anniversary of the date on which the director was first
appointed or elected to the Board. Non-employee directors of the Bank are not
eligible to participate in the Retirement Plan. Any director of the Company who
is an employee of the Company or any of its subsidiaries and who subsequently
becomes a non-employee director will not be eligible to become a participant in
the Retirement Plan if such director is receiving or is entitled to receive any
form of retirement benefit from an employee benefit plan sponsored the Company
or the Bank.
Description of Benefits
Retirement Benefits. A participant who retires on or after attainment of
age 75 (or such earlier retirement date designated for the non-employee director
by the Nominating Committee of the Board) will receive an annual retirement
payment equal to his annual rate of retainer pay in effect as of the day
immediately preceding his
11
retirement date. The 2000 rate of retainer pay for non-employee directors was
$5,000. Retirement benefits will cease upon the earliest of the following three
events: (i) the participant's death, (ii) the day before the tenth anniversary
of the day retirement benefits first began to be paid to the participant, or
(iii) the last day of a period of consecutive calendar years which equals the
number of full calendar years throughout which the participant was a
non-employee director.
Death Benefit. If a participant dies prior to the date he is entitled to
receive a retirement benefit, his beneficiary will receive a single lump sum
payment equal to the participant's annual rate of retainer pay in effect as of
the day immediately preceding the participant's death.
Disability Benefit. A participant who becomes disabled will be entitled
to receive an annual disability retirement benefit in an amount equal to the
annual rate of his retainer pay as a non-employee director in effect as of the
day immediately preceding the date on which he becomes disabled. Disability
retirement benefits will cease upon the earliest of the following three events:
(i) the participant's death, (ii) the day before the tenth anniversary of the
day disability retirement benefits first began to be paid to the participant, or
(iii) the last day of a period of consecutive calendar years which equals the
number of full calendar years throughout which the participant was a
non-employee director. A non-employee director will be considered to be disabled
if he is unable, due to a medical or physical condition certified by a
physician, to carry out his duties and responsibilities as a member of the
Board.
Funding of Benefits. Benefits payable to any person will be paid by the
Company from its general assets. Neither the Company nor the Bank will be
required to segregate on its books or otherwise establish any funding procedure
for any amount to be used for the payment of benefits under the Retirement Plan.
The Company and/or the Bank may set funds aside in investments to meet any
anticipated obligations under the Retirement Plan. However, no person entitled
to a payment under the Retirement Plan will have rights greater than the rights
of any other unsecured general creditor of the Company or the Bank.
Forfeiture of Benefits. A participant will forfeit his retirement
benefits if he is (i) not available for consultation with the Board or the
officers of the Company (except for reason of illness or disability) after
retirement; (ii) after retirement, employed by or consults with any individual
or company which competes with the Company or the Bank; or (iii) removed from
the Board for cause (as defined) or resigns from the Board in anticipation of
being removed for cause.
Amendment and Termination. The Company may amend or terminate the
Retirement Plan at any time, provided that participants' benefits accrued to the
date of amendment or termination will not be modified or reduced by such action.
In addition, no amendment to the Retirement Plan can be made without the
approval of the Company's shareholders if the amendment would cause any
participant's benefit to be increased.
Federal Income Tax Consequences
The receipt by a non-employee director of retirement benefits will be a
taxable event. The director will recognize taxable income in an amount equal to
the benefit in the year in which the benefit is received. The Company will be
entitled to a deduction on its corporate income tax return, as compensation
paid, in an amount which is equal to the income recognized by the director.
Recommendation
--------------
The Board intends to approve and adopt the Retirement Plan and
recommends a vote FOR adoption of the MetroBanCorp Directors' Retirement Plan.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed Crowe, Chizek and Company LLP to serve as the independent public
accounts of MetroBanCorp for its fiscal year ending December 31, 2001. The Board
seeks to have the shareholders ratify the appointment of Crowe, Chizek and
Company LLP. Representatives of Crowe, Chizek and Company LLP will be present at
the annual meeting to respond to questions and
12
to make a statement if they desire to do so. If the appointment of Crowe, Chizek
and Company LLP is not ratified by the shareholders, the Board of Directors may
appoint other independent public accountants based upon the recommendation of
the Audit Committee.
Recommendation
--------------
The Board of Directors unanimously recommends a vote FOR the
ratification of the appointment of Crowe, Chizek and Company LLP as independent
public accounts for fiscal year 2001.
Report of the Audit Committee
The Audit Committee of MetroBanCorp is composed of three directors.
Management is responsible for the Company's internal controls and the financial
reporting process. The independent accountants are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Committee's responsibility is to monitor and oversee these
processes.
In this context, the Committee holds discussions with management and the
independent accountants. Management represented to the Committee that the
Company's consolidated financial statements as of and for the year ended
December 31, 2000 were prepared in accordance with generally accepted accounting
principles, and the Committee has reviewed and discussed these consolidated
financial statements with management. The Committee discussed with the
independent accountants matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees).
The independent accountants also provided to the Committee the written
disclosures required by Independence Standards Board No. 1 (Independence
Discussions with Audit Committees), and the Committee discussed with the
independent accountants that firm's independence. The Committee also considered
whether the independent accountants' provision of non-audit services to the
Company is compatible with maintaining that firm's independence.
Based upon the discussions and reviews referred to above, we recommend
to the Board of Directors that the financial statements referred to above be
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000.
Evans M. Harrell, Chairman
Chris G. Batalis, Member
James C. Lintzenich, Member
Disclosure of Principal Accountant's Fees
Fees paid to Crowe, Chizek and Company LLP for year 2000 services were
as follows:
Audit Fees $34,000
Financial Information Systems Design and Implementation -
All Other Fees $6,000
SHAREHOLDER PROPOSALS
Any proposals which shareholders desire to present at the 2002 Annual
Meeting of Shareholders must be received by the Company at its principal
executive office on or before November 30, 2001, to be considered for inclusion
in the Company's proxy material for that meeting. Any such proposals should be
sent to the attention of Charles V. Turean, Secretary, MetroBanCorp, P.O. Box
80451, Indianapolis, Indiana 46280-0451.
13
ANNUAL REPORT
Upon written request, the Company will provide without charge to each
shareholder who does not otherwise receive a copy of the Company's Annual Report
to Shareholders a copy of the Company's Annual Report on Form 10-KSB, which is
required to be filed with the Securities and Exchange Commission. Requests
should be directed to: Charles V. Turean, Executive Vice President,
MetroBanCorp, P.O. Box 80451, Indianapolis, Indiana 46280-0451.
VOTE REQUIRED
The nominees for election as directors of the Company named in this
Proxy Statement will be elected by a plurality of the votes cast. Action on the
other items or matters to be presented at the meeting will be approved (assuming
a quorum is present) if the votes cast in favor of the action exceed the votes
cast opposing the action. Abstentions or broker non-votes will not be voted for
or against any items or other matters presented at the meeting. Abstentions will
be counted for purposes of determining the presence of a quorum at the annual
meeting, but broker non-votes will not be counted for quorum purposes if the
broker has failed to vote as to all matters.
OTHER MATTERS
The annual meeting is called for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders. The Board of Directors of the Company
does not know of any matters requiring action on the part of shareholders at the
annual meeting other than those described in the Notice. However, execution and
delivery of the enclosed proxy will confer discretionary authority upon the
named proxies with respect to any matters which are not presently known to the
Board of Directors and which may properly come before the annual meeting. It is
the intention of the persons named in the proxy to vote pursuant to the proxy
with respect to such matters in accordance with their best judgment.
By Order of the Board of Directors
CHARLES V. TUREAN
Secretary
Date: April 18, 2001
Indianapolis, Indiana
14
EXHIBIT "A"
METROBANCORP
AUDIT COMMITTEE CHARTER
-----------------------
Effective May 18, 2000
1. Purpose. The Audit Committee is a Committee of the MetroBanCorp Board of
Directors. Its primary function is to assist the Board of MetroBanCorp, and
its subsidiary MetroBank, in fulfilling their oversight responsibilities by
reviewing:
(a) the financial information which will be provided to shareholders and
others;
(b) the systems of internal controls which management and the Board have
established; and
(c) the audit process.
In doing so, it is the responsibility of the Audit Committee to provide an
open avenue of communications between the Board of Directors, management,
the internal auditors, and the independent public accountants.
2. Organization.
(a) The Audit Committee shall be appointed annually by the MetroBanCorp
Board of Directors.
(b) The Audit Committee will perform responsibilities and duties for both
MetroBanCorp and its subsidiary MetroBank.
(c) The Audit Committee shall be composed of three Directors. Each member
will be independent of the management of the corporation and free of
any relationship that, in the opinion of the Board of Directors, would
interfere with their exercise of independent judgment as a Committee
member.
(d) Unless a Chairperson is elected by the full Board, the members of the
Committee may designate a Chairperson.
3. Meetings.
(a) The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. It is the responsibility of the
Chairperson to schedule all meetings.
(b) As part of its job to foster open communication, the Committee should
meet at least annually with management, the internal auditors, and the
independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be
discussed separately. The Committee may ask members of management or
others to attend meetings and provide pertinent information as
necessary.
(c) In addition, the Committee or at least the Chairperson of the
Committee should meet with the independent accountants and management,
either in person or by phone, quarterly to review the Corporations
financial statements. This review should be done prior to the
Corporations 10Q or 10K filing and its public release of earnings.
This discussion should include a discussion of significant
adjustments, management judgments and accounting estimates,
significant new accounting policies, and disagreements with
management.
4. Responsibilities and Duties. In meeting its responsibilities, the Audit
Committee is expected to:
A-1
(a) Provide an open avenue of communication between the internal auditors,
the independent accountants, and the Board of Directors.
(b) Confirm and assure the objectivity of the internal auditor.
(c) Confirm and assure the independence of the independent accountants,
including a review of management consulting services provided by the
independent accountants and related fees.
(d) Review and update the Committee's charter annually.
(e) Recommend to the Board of Directors the independent accountants to be
nominated, approve the compensation of the independent accountants,
and review and approve, if applicable, the discharge of the
independent accountants.
(f) Review and concur in the appointment, replacement, reassignment, or
dismissal of the internal auditor.
(g) Review with the independent auditor and internal auditor the
coordination of audit efforts to assure completeness of coverage,
reduction of redundant efforts, and the effective use of audit
resources.
(h) Inquire of management, the internal auditor, and the independent
accountants about any significant risks or exposures and assess the
steps management has taken to minimize such risk to the company.
(i) Consider, in consultation with the independent accountants and the
internal auditor, the audit scope and plan of the internal auditors
and the independent accountants.
(j) Consider and review with the independent accountants and the internal
auditor:
(1) the adequacy of the company's internal controls including
computerized information system controls and security.
(2) any related significant findings and recommendations of the
independent accountants and internal auditing together with
management responses thereto: and
(3) the status of previous audit recommendations and management's
follow up on those recommendations.
(k) Review with management and the independent accountants at the
completion of the annual audit:
(1) the company's annual financial statements and related footnotes;
(2) the independent accountants' audit of the financial statements
and his or her report thereon;
(3) any significant changes required in the independent accountants'
audit plan;
(4) any serious difficulties or disputes with management encountered
during the course of the audit; and
(5) other matters related to the conduct of the audit, which are to
be communicated to the committee under generally accepted
auditing standards.
(l) Review with management and the internal auditor:
(1) Regular internal audit reports to management prepared by the
internal auditor, including significant findings and management's
responses to those findings.
(2) Any difficulties encountered in the course of their audits,
including any restrictions on the scope of their work or access
to required information.
A-2
(3) Any changes required in the planned scope of their audit plan.
(m) Review with management and the independent accountants the interim
financial report before it is filed with the SEC and other regulators.
(n) Review with management, and if necessary, with the Corporation's
counsel, any legal matter that may have a significant impact on the
Corporation's financial statements.
(o) Meet with the internal auditor, the independent accountants, and
management in separate executive sessions to discuss any matters that
the committee or these groups believe should be discussed privately
with the Audit Committee.
(p) Meet with the company's regulatory bodies to discuss the results of
their examinations.
(q) Report Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.
(r) Prepare a letter for inclusion in the annual report that describes the
Committee's composition and responsibilities, and how they were
discharged.
(s) Conduct or authorize, if necessary, investigations into any matters
within the Committee's scope of responsibilities. The Committee shall
be empowered to retain independent counsel, accountants, or others to
assist in the conduct of any investigation.
(t) Perform such other functions as assigned by law, the Company's charter
or bylaws, or the Board of Directors.
A-3
EXHIBIT "B"
METROBANCORP
DIRECTORS' RETIREMENT PLAN
--------------------------
SECTION 1
---------
Introduction
------------
1.1 Establishment of the Plan. The MetroBanCorp Directors' Retirement Plan (the
"Plan") is established by MetroBanCorp, an Indiana corporation and
registered bank holding company (the "Company"), to provide retirement
benefits for members of the Board of Directors of the Company (the
"Board"). The Company intends the Plan to be an unfunded, non-qualified
plan of deferred compensation maintained primarily to provide retirement
income for its eligible directors for income tax purposes under the
Internal Revenue Code of 1986, as amended.
1.2 Purposes of the Plan. The purposes of the Plan are to further the growth
and financial success of the Company and its subsidiary, MetroBank, by
providing flexibility to the Company in attracting and retaining the
services of outside directors who make significant contributions to its
success and the success of MetroBank.
1.3 Effective Date. The "Effective Date" of the Plan is January 1, 2001.
However, no person will be entitled to receive any benefits hereunder until
the Plan has been approved by the holders of at least a majority of the
outstanding stock of the Company at a meeting at which approval is
considered.
SECTION 2
Participation
-------------
2.1 Eligibility and Plan Entry Date. Each director of the Company who is not
also an employee of the Company (a "Non-Employee Director") will become a
participant in the Plan on the later of the Effective or the fifth
anniversary of the date on which such Non-Employee Director was first
appointed or elected to the Board or to the Board of Directors of MetroBank
or an affiliate (but only if he is a Non-Employee Director on the
applicable plan entry date). Although a non-employee director of MetroBank
or any other affiliate of the Company is not eligible to participate in the
Plan, the full calendar years of service of a Non-Employee Director, in his
capacity as a non-employee director of MetroBank or an affiliate, will be
credited to him for purposes of eligibility to participate in the Plan
under Subsection 2.1 and for purposes of calculation of retirement and
disability benefits under Subsection 4.1. Service as an employee-director
of the Company, MetroBank or any affiliate will not be credited under the
Plan for any purpose.
B-1
2.2 Employee Directors. Any director of the Company who is an employee of the
Company or any of its subsidiaries and who subsequently becomes a
Non-Employee Director will not be eligible to become a participant in the
Plan if such director is receiving or is entitled to receive any form of
retirement benefit from an employee benefit plan sponsored by the Company
or any of its subsidiaries.
SECTION 3
---------
Amount of Benefits
3.1 Retirement Benefit. A participant who retires as a Non-Employee Director
will be entitled to receive an annual retirement benefit in an amount equal
to the annual rate of his Retainer Pay (which excludes any payments for
attending meetings of the Board or any committee thereof) as a Non-Employee
Director in effect as of the day immediately preceding the date on which he
retires from the Board. Such benefit will be paid at the times and in the
form provided in Section 4.1.
3.2 Pre-Retirement Death Benefit. If a participant dies either (i) while
serving as a Non-Employee Director or (ii) after his retirement date but
prior to the date his benefits are scheduled to commence under Section 4.1,
his beneficiary will be entitled to receive a single lump sum benefit in an
amount equal to the annual rate of his Retainer Pay in effect as of the day
immediately preceding the date of his death. Such benefits shall be the
sole benefit payable under the Plan.
3.3 Retirement and Retirement Date. For purposes of the Plan, a participant's
"retirement" as a Non-Employee Director means the termination of his
service as a Non-Employee Director for any reason (other than death or
Permanent and Total Disability) either (i) on or after his attainment of
age 75, or (ii) on such earlier date as may be designated by the Nominating
Committee of the Board. A participant's "retirement date" means the date as
of which his retirement becomes effective.
3.4 Disability Benefit. A participant who becomes Totally and Permanently
Disabled will be entitled to receive an annual disability retirement
benefit in an amount equal to the annual rate of his Retainer Pay as a
Non-Employee Director in effect as of the day immediately preceding the
date on which he becomes Totally and Permanently Disabled. For purposes of
the Plan, a Non-Employee Director will be considered to be Totally and
Permanently Disabled if he is unable, due to a medical or physical
condition certified by a physician licensed to practice medicine in Indiana
selected by the Board, to carry out his duties and responsibilities as a
member of the Board. Notwithstanding the foregoing, a disability will not
qualify under the Plan if it is the result, as determined by the Company,
of (i) an intentionally self-inflicted or sickness, or (ii) an injury,
illness or disease contracted, suffered or incurred while participating in
a criminal offense.
3.5 Forfeiture of Benefits on Resignation or Removal for Cause. A participant's
entire benefit under the Plan will be forfeited if he is removed from
membership on the Board for Cause or he resigns from the Board in
anticipation of being removed for Cause. For purposes of the Plan, Cause
means (i) the willful and continued failure of a participant to perform his
duties as a Non-Employee Director, (ii) any action by a Non-Employee
Director in the course of his duties which involves willful misfeasance or
gross negligence, (iii) the requirement of or direction by a federal or
state regulatory agency which has jurisdiction over the Company or
MetroBank that the Non-Employee Director resign or be removed from the
Board, or (iv) the connection of the participant in the commission of any
criminal offense which involves dishonesty or breach of trust.
SECTION 4
---------
Payment of Benefits
-------------------
B-2
4.1 Payment of Retirement Benefits. A participant's retirement benefit under
Subsection 3.1 or his disability benefits under Subsection 3.4 will be paid
in annual installments beginning on the first day of the calendar year
coincident with or next following the participant's retirement date or, in
the case of his disability, the date in which he becomes Totally and
Permanently Disabled (the "Benefit Commencement Date") or as soon as
administratively practicable thereafter. The payment of such benefit will
terminate on the earliest to occur of the following: (i) the date of the
participant's death, (ii) the day immediately preceding the tenth
anniversary of the participant's Benefit Commencement Date, and (iii) the
last day of a period of consecutive calendar years (beginning on his
Benefit Commencement Date) which equals the number of full calendar years
throughout which the participant was a Non-Employee Director and a
non-employee director of MetroBank or an affiliate.
4.2 Payment of Death Benefit. Payment of the death benefit under Subsection 3.2
will be made in a single lump sum as soon as administratively practicable
following the participant's death.
4.3 Facility of Payment. All amounts payable under the Plan to a participant or
beneficiary under a legal disability or who, in the judgment of the
Company, is unable to properly manage his financial affairs may be paid to
such participant's or beneficiary's legal representative, or may be applied
for the benefit of such participant or beneficiary in any manner selected
by the Company.
4.4 Funding of Benefits. Benefits payable under the Plan to any person will be
paid by the Company from its general assets. Neither the Company nor
MetroBank will be required to segregate on its books or otherwise establish
any funding procedure for any amount to be used for the payment of benefits
under the Plan. The Company and/or MetroBank may, however, in their sole
discretion, set funds aside in investments to meet any anticipated
obligations under the Plan. Any such action or set-aside will not be deemed
to create a trust of any kind between the Company or MetroBank and any
participate or other person entitled to benefits under the Plan or to
constitute the funding of any Plan benefits. Consequently, any person
entitled to a payment under the Plan will have no rights greater than the
rights of any other unsecured general creditor of the Company or MetroBank.
4.5 Forfeiture of Benefits. No benefits hereunder will be paid to a participant
during any period in which the participant is not available for
consultation with the Board or officers of the Company (except by reason of
illness or disability) or for any period in which the participant is
employed by or consults with any individual or company which directly or
indirectly competes with the Company or any of its affiliates. Benefit
payments which are not made due to the preceding sentence will be
forfeited.
4.6 Claims Procedures.
(a) Any participant or beneficiary under the Plan may file a written claim
for a Plan benefit with the Company or with a person named by the
Company to receive claims under the Plan.
(b) In the event of a denial or limitation of any benefit or payment due
to or requested by any participant or beneficiary under the Plan
("Claimant"), the Claimant will be given a written notification
containing specific reasons for the denial or limitation of his
benefit. The written notification will contain specific reference to
the pertinent Plan provisions on which the denial or limitation of his
benefit is based. In addition, it will contain a description of any
other material or information necessary for the Claimant to perfect a
claim, and an explanation of why such material or information is
necessary. The notification will further provide appropriate
information as to the steps to be taken if the claimant wishes to
submit his claim for review. This written notification will be given
to a Claimant within ninety (90) days after receipt of his claim by
the Company unless special circumstances require an extension of time
for processing the claim. If such an extension of time for processing
is required, written notice of the extension will be furnished to the
Claimant prior to the termination of said ninety (90) day period, and
such notice will include a statement of the special circumstances
which make the postponement appropriate.
B-3
(c) In the event of a denial or limitation of his benefit, the Claimant or
his duly authorized representative will be permitted to review
pertinent documents and to submit to the Company issues and comments
in writing. In addition, the Claimant or his duly authorized
representative may make a written request for a full and fair review
of his claim and its denial by the Company; provided, however, that
such written request must be received by the Company (or its delegate
to receive such requests) within sixty (60) days after receipt by the
Claimant of written notification of the denial or limitation of the
claim. The sixty (60) day requirement may be waived by the Company in
appropriate cases.
(d) A decision will be rendered by the Company within sixty (60) days
after the receipt of the request for review, provided that where
special circumstances require an extension of time for processing the
decision, it may be postponed on written notice to the Claimant (prior
to the expiration of the initial sixty (60) day period) for an
additional sixty (60) days after the receipt of such request for
review. Any decision by the Company will be furnished to the Claimant
in writing and will include the specific reasons for the decision and
the specific Plan provisions on which the decision is based.
(e) No Participant or beneficiary will have the right to seek judicial
review of a denial of benefits, or to bring any action in any court to
enforce a claim for benefits prior to filing a claim for benefits and
exhausting his rights to review under this Subsection 4.6.
4.7 Withholding Requirements. The Company has the power and right to withhold,
or cause to be withheld, amounts sufficient to satisfy all federal, state
and local taxes required to be withheld with respect to the payment of
benefits hereunder.
SECTION 5
---------
Miscellaneous
-------------
5.1 Action by Company. Any action required or permitted to be taken by the
Company under the Plan will be by resolution of the Board, by resolution of
a duly authorized committee of the Board, or by a person or persons
authorized by resolution of the Board or such committee.
5.2 Administration.
(a) The Plan will be administered by the Company. Any decision by the
Company hereunder or with respect hereto will be final, binding, and
conclusive on all participants and all other persons.
(b) The Company has all powers necessary to administer the Plan, including
the power to construe and interpret the Plan documents; to decide all
questions relating to an individual's eligibility to participate in
the Plan; to determine the amount, manner and timing of any payment of
benefits under the Plan; to resolve any claim for benefits in
accordance with Subsection 4.6 and to appoint or employ advisors,
including legal counsel, to render advice with respect to any of the
Company's responsibilities under the Plan. Any construction,
interpretation or application of the Plan by the Company will be
final, conclusive and binding. All actions by the Company will be
taken pursuant to uniform standards applied to all persons similarly
situated.
(c) The Company will be responsible for maintaining sufficient records to
determine each participant's eligibility to participate in the Plan
and for purposes of determining the amount of benefit that may be paid
to a participant.
(d) The Company may adopt such rules as it deems necessary, desirable or
appropriate in the administration of the Plan. All rules and decisions
of the Company will be applied uniformly and
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consistently to all participants in similar circumstances. When making
a determination or calculation, the Company will be entitled to rely
upon information furnished by a participant or beneficiary or the
legal counsel of the Company.
(e) The Company may require a participant or beneficiary to complete and
file with it an application for a benefit, and to furnish all
pertinent information requested by it. The Company may rely upon all
such information so furnished to it, including the participant's or
beneficiary's current mailing address.
(f) The Company may authorize one or more officers of the Company to
perform administrative responsibilities on its behalf under the Plan.
Any such duly authorized officer will have all powers necessary to
carry out the administrative duties delegated by the Company.
5.3 Interested Participant. A participant may not vote on, decide or determine
any matter or question solely concerning distribution of benefits to him
(or his rights thereto) under the Plan, if such decision is to be made by
the Company, the Board or a committee thereof.
5.4 Beneficiary. Each participant from time to time, by signing a form
furnished by the Company for such purpose, may designate any person or
persons (who may be designated contingently or successively) to whom
payment of his death benefit under Subsection 3.2 is to be made if he dies
prior to his Benefit Commencement Date. A beneficiary designation form will
be effective only when the form is fully completed, dated, signed by the
participant and filed with the Company while the participant is alive and
will cancel all beneficiary designation forms previously filed with the
Company. If a deceased participant failed to designate a beneficiary as
provided above, or if the designated beneficiary dies before the
participant, the participant's benefits will be paid to the participant's
estate. The term "beneficiary" as used in the Plan means the natural or
legal person to whom a deceased participant's benefits are payable under
this Subsection 5.4. The Company may determine the identity of the
distributees, and in so doing may act and rely upon any information it may
deem reliable upon reasonable inquiry, and upon any affidavit, certificate
or other paper believed by it to be genuine, and upon any evidence believed
by it to be sufficient.
5.5 Gender and Number. Where the context admits, words in the masculine gender
will include the feminine and neuter genders, the singular includes the
plural, and the plural includes the singular.
5.6 Controlling Law. Except to the extent superseded by laws of the United
States, the laws of Indiana, without regard to the choice of law principles
thereof, will be controlling in all matters relating to the Plan.
5.7 Interest Not Transferable. No benefit accrued or payable under the Plan can
be sold, transferred, assigned, margined, encumbered, bequeathed,
alienated, hypothecated, pledged or otherwise disposed of, whether by
operation of law, whether voluntarily or involuntarily or otherwise, other
than by will or the laws of dissent and distribution. In addition, no
benefit accrued or payable hereunder can be subject to execution,
attachment or similar process. Any attempted or purported transfer of
benefits incontrovention of this Subsection 5.7 will be null and void ab
initio and of no force or effect whatsoever.
5.8 Successors. All obligations of the Company under the Plan will be binding
on any successor to the Company, whether or not such successor is the
result of a Change in Control of the Company. The Company will not
recommend, facilitate, agree or consent to a transaction or series of
transactions which would result in a Change in Control of the Company
unless and until the person or persons or entity or entities acquiring
control of the Company as a result of such Change in Control agree(s) to be
bound by the terms of the Plan insofar as it pertains to benefits accrued
thereunder through the date of the Change in Control and agrees to assume
and perform the obligations of the Company hereunder. For purposes of the
Plan, "Change in Control" will have the same meaning as such term under the
1994 Directors' Stock Option Plan of MetroBanCorp.
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5.9 No Enlargement of Director Rights. No participant will acquire any right to
be retained as a Non-Employee Director by virtue of the Plan, nor, upon the
termination of his status as a Non-Employee Director or upon his
retirement, will he have any right or interest in or to the Company's
assets other than as specifically provided herein.
SECTION 6
Amendment and Termination
While the Company expects and intends to continue the Plan, it reserves the
right to amend the Plan from time to time or to terminate the Plan at any time,
provided that in no event will any (i) participant's benefits accrued to the
date of such amendment or termination be modified or reduced by such action, or
(ii) any amendment be made to the Plan without the approval of the Company's
shareholders, which would cause any participant's benefit hereunder to be
increased.
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SIGNATURES
IN WITNESS WHEREOF, the Company has caused this MetroBanCorp Directors'
Retirement Plan to be executed this _________ day of ______________, 2001, but
effective as of January 1, 2001.
METROBANCORP
By:
Ike G. Batalis, President
ATTEST
By:
Charles V. Turean, Secretary
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PROXY METROBANCORP PROXY
10333 North Meridian Street, Suite 111
Indianapolis, Indiana 46290
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Ike G. Batalis, Terry L. Eaton, and
Donald F. Walter, and each of them, as Proxies of the undersigned, each with the
power of substitution and re-substitution, and authorizes each of them to
represent and to vote, as designated below, all of the shares of common stock of
MetroBanCorp held of record by the undersigned on March 31, 2001 and which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders, to
be held on Thursday, May 17, 2001, and any adjournment thereof, with all of the
powers the undersigned would have if personally present.
1. Election of Directors:
___ FOR the election of all nominees listed below (except as marked to the
contrary).
___ WITHHOLD AUTHORITY to vote for all nominees listed below.
Chris G. Batalis Evans M. Harrell James C. Lintzenich
Edward R. Schmidt Ike G. Batalis James F. Keenan
Edward G. McMahon Donald F. Walter Terry L. Eaton
Robert L. Lauth, Jr. R. D. "Rusty" Richardson
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PLACE A LINE
THROUGH THE NAME OF THAT NOMINEE.
2. Approve the Adoption of the MetroBanCorp Directors' Retirement Plan.
Approve the adoption of the MetroBanCorp Directors' Retirement Plan and
ratify, confirm and approve the acts and actions of the Board in adopting
the MetroBanCorp Directors' Retirement Plan.
__________ FOR __________ AGAINST __________ ABSTAIN
(continued on other side)
(continued from other side)
3. Ratification of the appointment of Crowe, Chizek and Company LLP as
independent public accountants for MetroBanCorp and its subsidiary for the
fiscal year ending December 31, 2001.
__________ FOR __________ AGAINST __________ ABSTAIN
4. In their discretion, on such other business as may properly come before the
Annual Meeting and any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, THIS PROXY
WILL BE VOTED "FOR" EACH ITEM LISTED ABOVE. ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE BEST JUDGMENT OF THE ABOVE-NAMED PROXIES.
_____________________________
(Signature of Shareholder)
(Place label with # of shares here)
_____________________________
(Signature of Shareholder)
DATE_________________________
Joint owners should each sign personally. Trustees and others signing in a
representative capacity should indicate the capacity in which they sign.
Sign exactly as your name appears on your stock certificates.