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Metropolitan Financial Corp.
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[METROPOLITAN FINANCIAL CORP. LOGO]
METROPOLITAN FINANCIAL CORP.
22901 MILLCREEK BOULEVARD
HIGHLAND HILLS, OHIO 44122
March 22, 2002
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend
the 2002 Annual Meeting of Shareholders of Metropolitan Financial Corp., which
will be held at our executive offices, 22901 Millcreek Boulevard, Highland
Hills, Ohio, at 9:00 a.m., local time, on Tuesday, April 23, 2002.
All holders of record of shares of Common Stock of Metropolitan
Financial Corp. as of March 11, 2002, are entitled to notice of and to vote at
the 2002 Annual Meeting.
As described in the accompanying Notice and Proxy Statement, you will be
asked to vote on two proposals: 1) election of three directors to serve for
three-year terms expiring in 2005; and 2) ratification of the appointment of
independent auditors for 2002.
The accompanying Notice and Proxy Statement and the Annual Report for
the year ended December 31, 2001, are being mailed to shareholders on or about
March 25, 2002.
Your vote is very important, regardless of the number of shares you own.
I urge you to complete, sign, and date each proxy card you receive and return it
as soon as possible in the postage-paid envelope provided, even if you currently
plan to attend the 2002 Annual Meeting. This will not prevent you from voting in
person, but will assure that your vote is counted if you are unable to attend
the meeting. Thank you for your consideration of these matters and please vote
today.
Sincerely,
ROBERT M. KAYE
Chairman of the Board
[METROPOLITAN FINANCIAL CORP. LOGO]
METROPOLITAN FINANCIAL CORP.
22901 Millcreek Boulevard
Highland Hills, Ohio 44122
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
APRIL 23, 2002
The Annual Meeting of Shareholders of Metropolitan Financial Corp. will
be held at 22901 Millcreek Boulevard, Highland Hills, Ohio, on Tuesday, April
23, 2002, at 9:00 a.m., local time, for the following purposes:
1. To elect three directors to serve for three-year terms
expiring in 2005.
2. To ratify the appointment of Crowe, Chizek and Company LLP as
Metropolitan Financial Corp.'s independent auditors for the
fiscal year ending December 31, 2002.
3. To transact such other business as may properly come before
the 2002 Annual Meeting or any postponement or adjournment
thereof.
The Board of Directors has selected March 11, 2002, as the record date
for the Annual Meeting. Only those shareholders of record at the close of
business on that date will be entitled to notice of and to vote at the 2002
Annual Meeting or any postponement or adjournment thereof.
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YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE
- -------------------------------------------------------------------------------
By Order of the Board of Directors
MALVIN E. BANK
Secretary
March 22, 2002
TABLE OF CONTENTS
VOTING INFORMATION FOR THE ANNUAL MEETING .......................................................... 1
PROPOSAL 1 ELECTION OF DIRECTORS .............................................................. 2
Nominees for Terms that Expire at the 2005 Annual Meeting .......................... 2
BOARD'S RECOMMENDATION ............................................................. 2
Continuing Directors ............................................................... 3
Board Information .................................................................. 4
Certain Transactions ............................................................... 6
Audit Committee Report ............................................................. 6
Compensation Committee Report on Executive Compensation ............................ 8
Performance Graph .................................................................. 10
Executive Compensation and Other Information ....................................... 11
Summary Compensation Table ......................................................... 11
Option / SAR Grants in Last Fiscal Year ............................................ 12
Section 16(a) Beneficial Ownership Reporting Compliance ............................ 12
Employment Contract ................................................................ 13
Metropolitan Share Ownership ....................................................... 13
Certain Beneficial Owners .......................................................... 14
Change in Control .................................................................. 14
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS ................................ 14
BOARD'S RECOMMENDATION ............................................................. 15
GENERAL 2003 Shareholder Proposals ......................................................... 16
Voting Procedures .................................................................. 16
General Information ................................................................ 16
Voting Your Proxy Card ............................................................. 16
Revoking Your Proxy ................................................................ 16
i
[METROPOLITAN FINANCIAL CORP.LOGO]
METROPOLITAN FINANCIAL CORP.
22901 Millcreek Boulevard
Highland Hills, Ohio 44122
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PROXY STATEMENT
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VOTING INFORMATION FOR THE ANNUAL MEETING
ANNUAL MEETING April 23, 2002 Corporate Headquarters
DATE, TIME 9:00 a.m., EDT, 22901 Millcreek Boulevard
AND PLACE: and at any postponement Highland Hills, OH 44122
or adjournment thereof
RECORD DATE: The close of business on March 11, 2002. If you
were a shareholder at that time, you may vote at
the meeting. Each share is entitled to one vote.
You may not cumulate votes. On the record date, we
had 8,134,471 shares of our common stock
outstanding.
PROPOSALS: 1. To elect three directors to serve for
three-year terms expiring in 2005;
2. To ratify the selection of Crowe, Chizek and
Company LLP as our independent auditors for
the fiscal year ending December 31, 2002; and
3. To transact any other proper business.
PROXIES: The proxy card authorizes Robert M. Kaye, Kenneth
T. Koehler and Malvin E. Bank, and each of them,
with full power of substitution, as proxies to
vote at the annual meeting as you designate on the
proxy card. Unless you tell us on the proxy card
to vote differently, we will vote signed returned
proxies "For" the Board's nominees and "For"
proposal 2. The Board or proxy holders will use
their discretion on other matters. If a nominee
cannot or will not serve as a director, the Board
or proxy holders will vote for a person whom they
believe will act in the best interests of
Metropolitan.
PROXIES SOLICITED BY: The Board of Directors
MAILING DATE: Approximately March 25, 2002
REVOKING YOUR PROXY: You may revoke your proxy before it is voted at
the 2002 Annual Meeting by following the
procedures listed on page 16 under "Voting
Procedures/Revoking Your Proxy."
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YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
1
PROPOSAL 1
ELECTION OF DIRECTORS
BOARD STRUCTURE: The Board has 11 directors. The directors are
divided into three classes. At each annual
meeting, the term of one class expires.
Directors in each class serve for three-year
terms. Each director of Metropolitan Financial
Corp. ("Metropolitan" or "Company") also serves as
a director of its largest subsidiary, Metropolitan
Bank and Trust Company ("Bank").
BOARD NOMINEES: Each of the Board's nominees for terms expiring
in 2005 currently serves as a director. Each
nominee has agreed to serve if elected.
NOMINEES FOR TERMS THAT EXPIRE AT THE 2005 ANNUAL MEETING
MALVIN E. Mr. Bank has served as a Director and as Secretary
BANK of Metropolitan and as Secretary of the Bank since
1991. In 2000, Mr. Bank was elected Vice Chairman
Director since 1991 of Metropolitan and the Bank. Mr. Bank also serves
as Assistant Treasurer of Metropolitan. Mr. Bank
is General Counsel of The Cleveland Foundation.
Previously, Mr. Bank was a senior partner with the
Cleveland law firm of Thompson Hine LLP for more
than five years. Mr. Bank also serves as a director
of Oglebay Norton Company and as a trustee of Case
Western Reserve University, The Holden Arboretum,
Chagrin River Land Conservancy, Cleveland Center for
Research in Child Development, Hanna Perkins School,
and numerous other civic and charitable
organizations and foundations. Age 71.
ROBERT M. Mr. Kaye has served as Chairman and Chief Executive
KAYE Officer of Metropolitan and the Bank since 1987. He
has also served as President of Planned Residential
Communities, Inc. since 1960. Planned Residential
Director since 1987 Communities, Inc. is actively engaged in every
aspect of multifamily housing from new
construction and rehabilitation to acquisition and
management. Mr. Kaye serves as a member of the
Board of Directors of Community Bank of New
Jersey. He has also been a member of the Board of
Trustees and Corporate Council of the Cleveland
Museum of Art, a member of the Board of Directors
of Neighborhood Progress, Inc., Chairman of the
Board of Directors of New Village Corp., and has
been a member of the Board of Trustees of the
College of New Jersey since 1980 and of The Peddie
School since 1988. Age 65.
DAVID P. Mr. Miller has served as a Director of Metropolitan
MILLER and the Bank since 1992. Mr. Miller also serves as
Treasurer and Assistant Secretary of Metropolitan.
Since 1986, Mr. Miller has been the Chairman and
Director Since 1992 Chief Executive Officer of Columbia National Group,
Inc., a Cleveland-based scrap and waste materials
wholesaler and steel manufacturer. He is currently
commissioner of the Ohio Lottery. Age 69.
BOARD'S THE BOARD UNANIMOUSLY RECOMMENDS ELECTION OF THE
RECOMMENDATION ABOVE NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE AT
THE 2005 ANNUAL MEETING.
2
CONTINUING DIRECTORS
DIRECTORS WHOSE TERMS EXPIRE AT THE 2003 ANNUAL MEETING
LOIS K. Ms. Goodman has served as a Director of
GOODMAN Metropolitan and the Bank since 1994. Since 1990,
she has been President of the Work & Family
Consulting Group, Inc., a consulting service for
employers on managing working families. Ms. Goodman
Director Since 1994 is also a member of the Board of Trustees for the
Cleveland Opera, the Jewish Community Federation,
Starting Point, Eldred Theater and The Montefiore
Home (including serving as its immediate Past
President). Age 68.
MARGUERITE B. HUMPHREY Ms. Humphrey has served as a Director of
Metropolitan and the Bank since 1994. Ms. Humphrey
developed and implemented workshops for trustee
education for the Cultural Arts Trustee Forum at the
Director Since 1994 Cleveland Mandel Center from 1992 to 1995. She is a
trustee for Appollo's Fire, the Cleveland Council on
World Affairs, the Cleveland Institute of Music, the
Musical Arts Association, Rainbow Babies and
Children's Hospital and the Cleveland Zoological
Society. Ms. Humphrey is a past trustee of the
American Symphony Orchestra League. Age 60
KENNETH T. Mr. Koehler joined Metropolitan in January 1999 as
KOEHLER Executive Vice President. He has served as
President and Chief Operating Officer since October
1999. Prior to that, Mr. Koehler served as
President and Chief Executive Officer of United
Heritage Bank, Edison, NJ, a de-novo $40 million
Director Since 1999 community bank, from February 1998 to January 1999,
where he was responsible for all areas of
operations. From 1994 to February 1998, Mr. Koehler
served as President of Golden City Commercial Bank,
New York, NY, an $80 million community bank, where
he was responsible for all areas of operations. Mr.
Koehler's previous experience also includes serving
as President and Chief Executive Officer of Dollar
Dry Dock Bank, a $5 billion financial institution
headquartered in White Plains, NY, and as Executive
Vice President of RI Hospital Trust National Bank, a
$4.0 billion subsidiary of Bank of Boston,
Providence, RI. Mr. Koehler is currently a Trustee
of the Catholic Charities Corporation of the Diocese
of Greater Cleveland, a Trustee of the Great Lakes
Theater Festival and a Trustee of the Diabetes
Association of Greater Cleveland. He has also served
as a director of Cumberland Farms/Gulf Oil Company
and as a trustee of Providence Performing Arts
Association and Catholic Charities Annual Appeal,
Diocese of Rhode Island. Age 55.
ALFONSE M. Mr. Mattia has served as a consultant to the Bank
MATTIA since 1987 and as a Director of Metropolitan and the
Bank since 1996. He is a Certified Public
Accountant and a founding partner of Amper,
Politziner & Mattia, a regional public accounting
and consulting firm. Mr. Mattia is a charter member
Director Since 1996 of the Rutgers University Family Business Forum, a
member of the Harvard Business School Club of New
York and a member of several senior committees of
the American Institute of Certified Public
Accountants. Age 60.
3
DIRECTORS WHOSE TERMS EXPIRE AT THE 2004 ANNUAL MEETING
ROBERT R. BROADBENT Mr. Broadbent has served as a Director of
Metropolitan and the Bank since 1992. From 1984
to 1989, Mr. Broadbent served as Chairman and
Chief Executive Officer of The Higbee Company,
a Cleveland-based clothing and housewares
retailer. Mr. Broadbent served as the Chairman of
Director Since 1994 the Rock and Roll Hall of Fame Museum, Inc. until
May 1994 and is now on the advisory board. Mr.
Broadbent also serves as a director of PICO
Holdings, Inc., as well as a trustee of the
Murphy Foundation. Age 80.
MARJORIE M. CARLSON Ms. Carlson has served as a Director of
Metropolitan and the Bank since 1994. She is the
retired Director of Development for The Cleveland
Foundation. Ms. Carlson is a member of the Board
Director Since 1994 of Trustees of the College of Wooster, Playhouse
Square Foundation, The Gund Foundation and Exuma
Foundation. Age 61.
JAMES A. Mr. Karman has served as a Director of Metropolitan
KARMAN and the Bank since 1992. Mr. Karman has been
affiliated with RPM, Inc., a manufacturer of
protective coatings, sealants and specialty
chemicals, since 1963. From 1978 to 1999, Mr.
Karman served as President and Chief Operating
Director Since 1992 Officer of RPM, Inc., and in 1999 was elected its
Vice Chairman. Mr. Karman serves as a member of the
Board of Directors of RPM, Inc., A. Schulman, Inc.
and Shiloh Industries, Inc. In addition, Mr. Karman
serves as a member of the Board of Trustees of the
Boys & Girls Club of Cleveland and The Western
Reserve Historical Society, a member of the Board of
Visitors of the University of Wisconsin Business
School and is a member of the Corporate Council and
Finance Committee of the Cleveland Museum of Art.
Age 64.
RALPH D. Mr. Ketchum has served as a Director of Metropolitan
KETCHUM and the Bank since 1991. Since 1987, Mr. Ketchum
has been President of RDK Capital Inc., a general
partner in a partnership formed for the purposes of
acquiring and managing companies serving the
aircraft industry. Before joining RDK Capital Inc.,
Director Since 1991 he was a Senior Vice President and Group Executive
for the General Electric Company, Lighting Group.
Mr. Ketchum is also a member of the Board of
Directors of Lithium Technologies, Inc. Age 75.
BOARD INFORMATION
BOARD During 2001, the Metropolitan Board held four
MEETINGS regular quarterly meetings six special meetings.
Each director attended at least 75% of his or her
Metropolitan Board meetings except for Mr.
Mattia, who attended 60% of the meetings.
Each Metropolitan director also serves as a director
of the Bank. The Bank's Board held 12 regular
monthly meetings in 2001. The Bank's Board has also
established several committees, including an Audit
Committee and a Compensation and Organization
Committee. The Bank Board Committees perform the
same functions for the Boards of Directors of both
Metropolitan and the Bank. Each director attended at
least 75% of his or her Bank Board and committee
meetings.
4
BANK BOARD COMMITTEES The Audit Committee recommends appointment of
Metropolitan's independent auditors. It also
receives and approves reports and plans, accounting
policies and financial statements. The committee
oversees Metropolitan's internal audit function and
reviews our internal control and audit systems with
management and the independent auditors. The Audit
Committee held 11 meetings in 2001. Present members:
Messrs. Miller (Chair), Broadbent, Karman and
Mattia.
The Compensation and Organization Committee
reviews and recommends compensation with respect
to Metropolitan's Chairman of the Board and
President and the Bank's Executive Vice
Presidents. The committee held two meetings during
2001. Present members: Messrs. Ketchum (Chair) and
Kaye, Ms. Carlson and Ms. Humphrey.
A Stock Option Committee was formed in February 2001
to have concurrent authority with the Board of
Directors on matters relating to stock options under
Metropolitan's 1997 Stock Option Plan. The Stock
Option Committee did not meet during 2001. Rather,
stock option grants were approved by the entire
Board during 2001. The members of the Stock Option
Committee are Mr. Ketchum (Chair), Ms. Carlson and
Ms. Humphrey.
The Bank Board of Directors established a Corporate
Governance Committee in March 2000. During 2001, the
Corporate Governance Committee was merged into the
Compliance Committee of the Bank's Board of
Directors. In addition to other duties, the
Compliance Committee functions as the standing
Nominating Committee for Metropolitan and the Bank.
The Compliance Committee met five times during 2001.
Members: Ms. Goodman (Chair), Mr. Bank, Ms. Carlson,
Ms. Humphrey and Mr. Ketchum.
The required procedures to be nominated as a
director are found in Metropolitan's Amended and
Restated Code of Regulations (the "Regulations").
Only those persons nominated according to the
Regulations are eligible to be elected. All
nominations must be in writing and given to our
Corporate Secretary between 60 and 90 days before
the annual shareholders meeting. However, if we give
less than 75 days prior notice (either to our
shareholders or by public disclosure) of the annual
shareholders meeting, then you have 15 days from the
date we gave the prior notice to make your
nomination. The prior notice is given when mailed.
All nominations must include the following
information about the proposed nominee: the
nominee's (a) name, age, business, and residence
address; (b) principal occupation or employment for
the last five years; (c) beneficial ownership, by
class and number, of Metropolitan common shares and
other Metropolitan securities; (d) other positions
held as a director, officer, partner, employee or
controlling shareholder of any corporation or other
business entity; (e) prior position as a director,
officer or employee of a depository institution or
any company controlling a depository institution, if
any; (f) certain information which would be required
to be disclosed in a proxy statement; and (g)
written consent to serve if nominated or elected.
The nomination must also contain information about
the shareholder making the nomination, including:
(a) the shareholder's name and record address; (b) a
statement that the shareholder is a record holder
entitled to vote at the annual meeting; (c) a
description of any arrangement or understandings
between the shareholder and the nominee and any
other person(s) must be described (including naming
such person(s)); and (d) the shareholder's
beneficial ownership, by class and number of shares,
of Metropolitan common shares.
5
BANK BOARD COMPENSATION Except for Messrs. Kaye and Koehler, directors of
the Bank receive a monthly retainer of $1,000.
Except for Messrs. Bank and Koehler, directors of
the Bank receive a $500 attendance fee for each Bank
Board meeting attended. As Chairman of the Bank's
Executive Committee, Mr. Bank also receives $9,167
per month. Otherwise, directors receive no fees or
other retainers for serving on Metropolitan's Board,
or on any of the Board committees of Metropolitan or
the Bank.
CERTAIN TRANSACTIONS
BANKING The Bank has had banking transactions, including
TRANSACTIONS loans, with Metropolitan's and the Bank's directors,
officers, shareholders and associates, and expects
these transactions to continue into the future. The
transactions are in the ordinary course of the
business of the Bank and are on substantially the
same terms, including interest rates and collateral
on loans, prevailing at the time for comparable
transactions with other persons. The transactions do
not involve more than the normal risk of
collectability or present other terms unfavorable to
the Bank.
LOAN TO THE On December 28, 2001, Mr. Kaye made a $2,000,000
COMPANY loan to Metropolitan, which loan was evidenced by a
promissory note dated December 28, 2001. The
promissory note in favor of Mr. Kaye matures on the
earlier of the closing of the pending stock rights
and concurrent/public offering or transactions
March 31, 2002, and bears no interest. $1,000,000
of the loan made by Mr. Kaye to Metropolitan was
used by Metropolitan to make a scheduled principal
payment on Metropolitan's commercial bank loan on
December 28, 2001. The commercial bank loan
required that a principal payment be made by
December 31, 2001 and bears an interest rate of the
commercial prime rate which was 4.75% as of
December 31, 2001. The remaining amount of the loan
made by Mr. Kaye to Metropolitan, approximately
$1,000,000, was used by Metropolitan to pay
dividends to the holders of Metropolitan's trust
preferred securities. The Company expects to use
the net proceeds of its rights and concurrent
public offering transactions to repay the
promissory note.
AUDIT COMMITTEE REPORT
AUDIT In accordance with its written charter adopted by
COMMITTEE the Bank's Board of Directors, the Audit Committee
FUNCTION assists the Board in fulfilling its responsibility
for oversight of the quality and integrity of the
accounting, auditing and financial reporting
practices of Metropolitan and the Bank. The Audit
Committee's charter grants it unrestricted access
to Bank documents and personnel. The Audit
Committee oversees the Bank's relationships with
its independent auditors, reviews the Bank's
accounting practices and their application, reviews
the Bank's financial statements, including both
interim and annual financial statements,
accompanying auditors' opinions and management
letters and any other financial reports requiring
Board approval prior to filing with the Securities
and Exchange Commission. The Audit Committee
reviews the Bank's Loan Review Department's work
(including loan ratings, delinquencies, exposure
limits, etc.) on a scheduled basis. In addition,
the Bank's internal audit function reports directly
to the Audit Committee.
6
AUDIT Each of the members of the Audit Committee is either
COMMITTEE independent as defined in the applicable listing
MEMBER standards of the National Association of Securities
INDEPENDENCE Dealers ("NASD") or has been appointed to serve on
the Audit Committee by the Bank's Board of Directors
in accordance with Rule 4460(d)(2)(B) of NASD's
listing standards (the "Rule"). Mr. Miller serves as
the non-employee Treasurer of Metropolitan. While
Mr. Miller earns no salary or other compensation for
serving as Metropolitan's non-employee Treasurer,
NASD's listing standards technically deem Mr. Miller
not to be independent within the meaning of the
applicable rule. Because of this and pursuant to the
Rule, the Board of Directors appointed Mr. Miller to
serve as Chairman of the Audit Committee for the
following reasons: 1) as chairman and president of a
number of privately-held companies, Mr. Miller
possess a great deal of knowledge and experience of
financial, business and other matters; and, 2) the
Board of Directors has always valued the insight,
comments and direction provided by Mr. Miller's
experience and judgement on matters presented to it
over the years, and desires to continue to benefit
from Mr. Miller's participation in its Audit
Committee matters.
AUDIT COMMITTEE REPORT As a part of the normal conduct of its duties, the
Bank's Audit Committee:
- reviewed and discussed the audited financial
statements for the year ending December 31,
2001 with members of management.
- discussed with Metropolitan's independent
auditors, Crowe, Chizek and Company LLP, the
matters discussed by SAS 61.
- received the written disclosures and the
letter from Crowe, Chizek and Company LLP
required by Independence Standards Board
Standard No. 1 and discussed with Crowe,
Chizek and Company LLP the degree of its
independence.
Based upon the above review and discussions, the
Audit Committee recommended to Metropolitan's Board
of Directors that the audited financial statements
be included in Metropolitan's Annual Report on Form
10-K for the year ended December 31, 2001 for
filing with the SEC.
THE AUDIT COMMITTEE
David P. Miller, Chair
Robert R. Broadbent
James A. Karman
March 19, 2002 Alfonse M. Mattia
7
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
THE The Compensation and Organization Committee (the
COMMITTEE "Committee") of the Bank's Board of Directors reviews
all issues pertaining to the compensation of the
Bank's Chief Executive Officer and President and the
Bank's Executive Vice Presidents. The Committee
submits its recommendations concerning compensation
to the full Board of Directors of the Bank for
approval.
OVERALL The overriding objectives of the Committee are to
OBJECTIVES motivate employees to accomplish goals desired by
Metropolitan and the Bank. During 2001, those goals
included:
- Increasing the Bank's net income.
- Increasing the Bank's risk-based capital ratio
from "adequately capitalized" to "well
capitalized."
- Increasing the Bank's retail deposits.
- Attracting, retaining and motivating executives
and key employees with competitive compensation
opportunities.
- Balancing short-term and long-term strategic
goals.
- Rewarding performance that furthered the goal
of strengthening Metropolitan's and the Bank's
balance sheets.
- Addressing the concerns of shareholders,
employees, the financial community and the
general public.
COMPETITIVE As an overall evaluation tool used in setting the
MARKET compensation for the Chief Executive Officer and
REVIEW President, the Committee reviews a bank compensation
survey prepared annually by the accounting firm of
Crowe, Chizek and Company LLP. By studying this
report, the Committee is able to review compensation
levels and structures for banks with characteristics
similar to the Bank. The Committee gives particular
weight to banks with similar geographic location and
similar asset size. The companies listed in the
selected peer group used in developing the following
performance graph include companies included in the
bank compensation survey prepared by Crowe, Chizek
and Company LLP.
BANK'S PERFORMANCE The base salary and bonus of the Chief Executive
AFFECTS Officer, President and the Executive Vice Presidents
EXECUTIVE are reviewed annually. In making its determinations
COMPENSATION concerning salary and bonuses, the Committee
evaluates the executive's level of responsibility and
performance. In the past, the Committee has also
taken the performance of the Bank into account by
measuring the Bank's financial performance for the
previous year in light of the internal projections
and forecasts prepared by management for the period.
In addition, 2001 presented unique challenges to the
Bank that required management resources in areas
that, while not directly impacting the Bank's ability
to meet its 2001 goals, nevertheless were important
to the future direction of the Company and the Bank.
It is the Committee's belief that management's
continuing efforts in those areas are important to
the Company and the Bank and, therefore, are worthy
of recognition by the Committee.
MR. KAYE Mr. Kaye's salary has traditionally been set by the
Committee at a level competitive with salaries of
chief executive officers of banks of similar
geographic location and asset size. Mr. Kaye's base
salary and bonus for 2001
8
were $485,558 and $30,000, respectively. This
increase from 2000 was based in part on Mr. Kaye's
business planning and entrepreneurial skills,
vision, judgment and leadership as well as his
attention to detail. Mr. Kaye was also instrumental
in directing and overseeing the Company's and Bank's
efforts in response to their respective supervisory
agreements and in the Company's rights offering.
MR. KOEHLER Mr. Koehler's leadership during 2001 proved
invaluable in positioning the Company and the Bank to
redirect the focus and efforts necessary to implement
the necessary changes to address the lingering
effects from previous years and to position the
Company and Bank to improve future performance. The
Bank's Board, upon the recommendation of the
Committee, paid Mr. Koehler an annual salary of
$299,245. In recognition of Mr. Koehler's efforts in
implementing the changes necessary to address the
issues facing the Bank, the Committee determined that
Mr. Koehler should receive a bonus, but that the
amount of the bonus should be tempered to reflect the
Company's actual operating performance during 2001.
As such, the Committee awarded Mr. Koehler a bonus of
$70,000 for 2001, which was a reduction of 19% from
that of 2000. While Mr. Koehler's bonus is also based
in part on a recommendation by Mr. Kaye, the
determination of the bonus amount is completely
within the discretion of the Committee.
OTHER During 2001, the salary portion of compensation
NAMED earned by the other named executive officers, Donald
EXECUTIVE F. Smith and Leonard D. Kichler, was determined by
OFFICERS the Committee, after consultation with the Chief
Executive Officer and the President. The salaries of
Messrs. Smith and Kichler were set at a level
competitive with the salaries of officers fulfilling
the same responsibilities for banks of similar
geographic location and asset size. In addition to
his salary of $209,615, Mr. Smith earned a bonus of
$12,500 for his efforts during 2001. Mr. Kichler
earned a 2001 bonus of $22,500 in addition to his
salary of $188,654. Although the bonuses for both
Messrs. Smith and Kichler are also based in part on a
recommendation by Messrs. Kaye and Koehler, the
determination of the bonus amounts is completely
within the discretion of the Committee.
STOCK The Committee believes that the Chief Executive
OPTION Officer, the other executive officers and certain
INCENTIVES other officers and key employees of Metropolitan and
the Bank will be motivated, and their financial
interests will be more closely aligned with those of
Metropolitan's shareholders, with an award of stock
options. During 2001, the Board of Directors made
grants aggregating 101,500 of stock options. All
grants were based on the grantee's historical and/or
anticipated contributions to the long-term financial
and operational results of Metropolitan. The
aggregate number of shares underlying the options,
option price, and vesting terms may vary based on the
Committee's judgment as to the best form of long-term
motivation under the particular circumstances.
THE COMPENSATION AND ORGANIZATION COMMITTEE
Ralph D. Ketchum, Chair
Robert M. Kaye
Marjorie M. Carlson
March 19, 2002 Marguerite B. Humphrey
9
PERFORMANCE GRAPH
HOW The chart on the following page compares
METROPOLITAN'S Metropolitan's common shares with (a) the Nasdaq
SHARES HAVE Market Index and (b) a selected peer group
PERFORMED published by Media General Financial Services,
AGAINST Richmond, Virginia ("MG Peer Group"), which
THE MARKET AND includes 324 publicly held savings and loan
ITS PEERS association located in the United States. The
chart assumes an investment of $100 on January
1, 1997, in the common shares of Metropolitan,
the Nasdaq Market Index and the stocks in the
selected peer group. The overall performance
assumes dividend reinvestment throughout the
period.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG METROPOLITAN FINANCIAL CORP.,
NASDAQ MARKET INDEX AND MG GROUP INDEX
METROPOLITAN
Measurement Period FINANCIAL MG PEER NASDAQ MARKET
(Fiscal Year Covered) CORP. GROUP INDEX
12/31/96 100.0 100.0 100.0
12/31/97 281.82 168.14 122.32
12/31/98 210.02 147.39 172.52
12/31/99 90.01 118.49 304.29
12/31/00 47.50 192.07 191.25
12/31/01 61.01 204.19 152.46
ASSUMES $100 INVESTED ON JAN. 1, 1997
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2001
10
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
SUMMARY OF The following table sets forth certain
COMPENSATION information with respect to
compensation provided by Metropolitan
and its subsidiaries during the years
ended December 31, 2001, 2000 and 1999,
to its chief executive officer and
Metropolitan's other executive officers
whose annual salary and bonus exceed
$100,000.
SUMMARY COMPENSATION TABLE
FISCAL YEAR
NAME AND ENDED ALL OTHER
PRINCIPAL POSITION DECEMBER 31 SALARY BONUS (4) COMPENSATION (5)
------------------ ----------- ------ ---------- ----------------
Robert M. Kaye 2001 $485,558 $30,000 $5,523
Chairman of the 2000 474,994 - 5,598
Board and Chief 1999 461,330 - 6,368
Executive Officer
Kenneth T. Koehler 2001 299,245 70,000 6,638
President, Chief 2000 260,000 86,350 4,621
Operating Officer, 1999 (1) 219,917 60,000 41,318
Assistant Secretary and
Assistant Treasurer
Donald F. Smith 2001 209,615 12,500 5,815
Executive Vice 2000 (2) 196,154 46,350 887
President, Chief 1999 - - -
Financial Officer and
Assistant Secretary
Leonard D. Kichler 2001 188,654 22,500 1,092
Executive Vice President- 2000 (3) 77,404 31,500 337
Relationship Banking of 1999 - - -
the Bank
- ------------------------------------------------------------------------------
(1) Mr. Koehler did not join the Bank until January 18, 1999.
(2) Mr. Smith did not join the Bank until January 1, 2000.
(3) Mr. Kichler did not join the Bank until July 17, 2000.
(4) With the exception of Mr. Kaye's 2001 bonus and $1,350 of the 2000
bonuses for Messrs. Koehler and Smith, bonuses are paid in the first
quarter of the following year.
(5) Includes the following amounts paid for 2001 for term life insurance
and the Bank's contributions to the Metropolitan Bank and Trust
Company 401(k) Plan: Kaye ($1,498 and $4,025); Koehler ($1,734 and
$4,094); Smith ($1,203 and $4,612) and Kichler ($1,092 and $0). Mr.
Kichler was not eligible to participate in the 401(k) plan for 2000.
The total amount shown for all other compensation in 1999 for Mr.
Koehler included a one-time reimbursement of $40,569 for moving and
relocation expenses.
11
OPTION GRANTS
STOCK OPTIONS The following table provides information
regarding grants of options made during
the year ended December 31, 2001, to each
of the executive officers named in the
Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS TEN YEAR OPTION TERM
--------------------------------------------------------------- ------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR
GRANTED FISCAL BASE PRICE
NAME (#)(1) YEAR(2) ($/SHARE) EXPIRATION DATE 5% 10%
- -------------------------- ------------------------------- -------------- ---------------- -------------- -------------
Robert M. Kaye 20,000 19.70% $3.881 01/24/2011 $48,780 $123,780
Kenneth T. Koehler 20,000 19.70% $3.688 01/24/2011 $46,440 $117,640
Donald F. Smith 10,000 9.85% $3.688 01/24/2011 $23,220 $58,820
Leonard D. Kichler 10,000 9.85% $3.688 01/24/2011 $23,220 $58,820
- --------------------------------------------------------------------------------------------------------------------------
INCREASE IN VALUE TO ALL COMMON SHAREHOLDERS (3) $18,876,383 $47,816,919
- ---------------------------
(1) These options vest 50% on the third anniversary, 25% on the fourth
anniversary and 25% on the fifth anniversary from the date of grant.
(2) Represents grants of incentive stock options.
(3) Calculated for the total number of shares outstanding on December 31,
2001 (8,129,364), at a per share price for the $3.688 ($3.881 for Mr.
Kaye) base price options of $6.01 ($6.32 for Mr. Kaye) for 5% annual
10-year price appreciation, and at a per share price of $12.68 for 10%
annual 10-year price appreciation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States,
Metropolitan's directors and certain officers are
required to report their ownership and changes in
ownership of Common Shares to the Securities and
Exchange Commission (the "SEC") and NASDAQ. The SEC
has established certain due dates for these
reports. Based on a review of the copies of such
forms furnished to Metropolitan in accordance with
SEC regulations, and certain representations
received by it, Metropolitan believes that, except
as noted below, there were no late filings during
2001. Mr. Mattia filed a late Form 4 for June (two
trades) 2000 and Ms. Carlson filed late Forms 4 for
March (three trades) and May 2000.
12
EMPLOYMENT CONTRACT Mr. Koehler and the Bank are parties to a
severance agreement that provides in the relevant
part that if Mr. Koehler is terminated other than
for cause, in exchange for the delivery by Mr.
Koehler of a resignation and an executed release
agreement acceptable to the Bank, he will receive a
severance payment equal to 12 months of his
then-current base salary. The agreement also
provides that Mr. Koehler is not entitled to any
severance amounts should the Chairman request his
resignation for cause or if he resigns without
being requested to do so by the Chairman.
METROPOLITAN SHARE OWNERSHIP
DIRECTORS AND The following tables list, as of February 28, 2002,
EXECUTIVE OFFICERS information about Metropolitan's common shares
beneficially owned by current directors of and
nominees for director of Metropolitan, executive
officers included in the Summary Compensation Table,
and all directors, nominees for director and
executive officers of Metropolitan and the Bank as a
group. Except as otherwise noted, each beneficial
owner listed has sole investment and voting power
with respect to the common shares indicated.
AMOUNT AND NATURE OF BENEFICIAL
NAME OF INDIVIDUAL OR PERSONS IN GROUP OWNERSHIP PERCENT OF CLASS
-------------------------------------- --------- ----------------
Robert M. Kaye 6,078,296.11(1) 74.72%
Malvin E. Bank 86,697.67(2) 1.07%
Robert R. Broadbent 32,304.65(3) *
Marjorie M. Carlson 36,855.72(4) *
Lois K. Goodman 18,700.00(5) *
Marguerite B. Humphrey 11,000.00 *
James A. Karman 5,500.00 *
Ralph D. Ketchum 33,000.00(6) *
Kenneth T. Koehler 4,603.31(7) *
Alfonse M. Mattia 92,245.20(8) 1.13%
David P. Miller 51,413.32(9) *
Donald F. Smith 4,883.31(10) *
Leonard D. Kichler 1,478.47(11) *
All directors and executive officers as a group
(13 persons) 6,456,977.76 79.38%
-------------------------------------------------------
(1) Total includes 6,600 common shares held by Mr. Kaye as trustee with
sole investment and voting power and 36,983.91 and 7,315.20 common
shares held indirectly under the Metropolitan Bank and Trust Company
401(k) Plan ("401(k) Plan") and the Metropolitan Financial Corp.
Stock Purchase Plan ("Stock Purchase Plan"), respectively.
(2) Total includes 81,920 common shares held by Mr. Bank as trustee with
sole investment and voting power and 4,757.67 common shares held
indirectly under the Stock Purchase Plan.
(3) Total includes 6,500 common shares held by the Broadbent Family
Foundation, of which Mr. Broadbent is Chairman and 2,304.65 common
shares held indirectly by him under the Stock Purchase Plan.
(4) Total includes 2,655.72 common shares held indirectly by Ms. Carlson
under the Stock Purchase Plan.
(5) Total includes 11,000 common shares held by Ms. Goodman's spouse, as
to which Ms. Goodman disclaims beneficial ownership.
13
(6) Total includes 7,700 common shares held by Mr. Ketchum's spouse, as
to which Mr. Ketchum disclaims beneficial ownership.
(7) Includes 3,603.31 common shares held indirectly by Mr. Koehler under
the Stock Purchase Plan.
(8) Total includes 48,510 common shares held by Mr. Mattia as trustee;
2,540 common shares held by Mr. Mattia's spouse, as to which Mr.
Mattia disclaims beneficial ownership; and 3,070.20 common shares
held indirectly under the Stock Purchase Plan.
(9) Total includes 1,407.32 common shares held indirectly by Mr. Miller
under the Stock Purchase Plan.
(10) Total includes 3,883.31 common shares held indirectly by Mr. Smith
under the Stock Purchase Plan.
(11) Total includes 978.47 common shares held indirectly by Mr. Kichler
under the Stock Purchase Plan.
* Represents less than 1% of Metropolitan's outstanding common shares.
CERTAIN BENEFICIAL Except as set forth below, no person was known to
OWNERS Metropolitan on March 11, 2002 to own beneficially
within the meaning of the regulations of the
Securities and Exchange Commission, more than 5% of
Metropolitan's outstanding common shares.
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------- ---------------------- ----------------
Robert M. Kaye 6,078,296.11 74.72%
22901 Millcreek Boulevard
Highland Hills, OH 44122
- ---------------------------
CHANGE IN CONTROL Metropolitan has a term loan with a commercial bank
that matures on December 31, 2002 ("Commercial Bank
Agreement"). As collateral for the Commercial Bank
Agreement, Mr. Kaye pledged a portion of his common
shares in an amount at least equal in value to 200%
of any outstanding balance. At March 1, 2002, the
outstanding balance under the Commercial Bank
Agreement was $5.0 million.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
RATIFICATION Upon the recommendation of its Audit
OF THE BOARD'S Committee, the Board has selected Crowe,
SELECTION Chizek and Company LLP as Metropolitan's
independent auditors for the fiscal year
ending December 31, 2002, to audit the books
and accounts of Metropolitan for that year,
subject to ratification of the selection by
the shareholders at the 2002 Annual Meeting.
Crowe, Chizek and Company LLP has been the
independent auditors of Metropolitan since
1991.
Representatives of Crowe, Chizek and Company LLP
are expected to be present at the 2002 Annual
Meeting and to be available to respond to
appropriate
14
questions. Their representatives will also be
provided an opportunity to make a statement, if
they desire to do so.
Although shareholder approval of this appointment
is not required by law or binding on the Board, the
Board believes that shareholders should be given
the opportunity to express their views. If the
shareholders do not ratify the appointment of
Crowe, Chizek and Company LLP as Metropolitan's
independent auditors, the Board will consider this
vote in determining whether to continue the
engagement of Crowe, Chizek and Company LLP.
AUDIT FEES The aggregate fees billed to Metropolitan by Crowe,
Chizek and Company LLP for professional services
rendered for the audit of Metropolitan's financial
statements for the year ended December 31, 2001 and
for reviews of financial statements included in
Metropolitan's Forms 10-Q for the 2001 fiscal year
totaled $98,100.
FINANCIAL There were no services rendered and, therefore, no
INFORMATION fees billed, to Metropolitan by Crowe, Chizek and
SYSTEMS DESIGN AND Company LLP for professional services rendered by
IMPLEMENTATION it during 2001 related to financial information
FEES system design and implementation services as
described in paragraph (c)(4)(ii) of rule 2-01 of
SEC Regulation S-X.
ALL OTHER FEES The aggregate fees billed to Metropolitan by Crowe,
Chizek and Company LLP during 2001 for all other
services than included in the above amounts totaled
$329,393, the majority of which was related to a
general ledger reconciliation project related to a
computer system conversion and the filing of a Form
S-2 related to the pending stock rights and
community/public offerings.
AUDIT COMMITTEE The Audit Committee considered whether the provision
REVIEW OF NON- of services covered in the amounts charged during
AUDIT FEES 2001 by Crowe, Chizek and Company LLP for financial
information systems design and implementation and
all other fees impaired Crowe, Chizek and Company
LLP's independence was compatible with maintaining
of Crowe, Chizek and Company LLP's independence.
After reviewing and considering this matter, the
Audit Committee determined that the provision of
those services was compatible with maintaining the
appropriate level of independence.
BOARD'S THE BOARD UNANIMOUSLY RECOMMENDS RATIFICATION OF
RECOMMENDATION THE SELECTION OF CROWE, CHIZEK AND COMPANY LLP AS
INDEPENDENT AUDITORS FOR METROPOLITAN FINANCIAL
CORP. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
15
GENERAL
2003 SHAREHOLDER PROPOSALS
PROPOSALS Any shareholder of Metropolitan wishing to have a
MUST BE proposal considered for inclusion in
TIMELY Metropolitan's 2003 proxy solicitation materials
SUBMITTED must set forth such proposal in writing and file
ACCORDING it with the Secretary of Metropolitan on or before
TO METROPOLITAN'S November 22, 2002. Shareholder proposals submitted
REGULATIONS after that date are considered untimely and not
eligible to be submitted to shareholders for their
approval or adoption according to Metropolitan's
Regulations. In addition, Metropolitan's proxies
for its 2003 annual meeting of shareholders will
confer discretionary authority on persons named in
the proxies to vote on any matter for which
Metropolitan does not receive written notice by
November 22, 2002.
VOTING PROCEDURES / REVOKING YOUR PROXY
GENERAL In order for action to be taken at the 2002 Annual
INFORMATION Meeting, a quorum must exist. A quorum exists if
at least a majority of the total shares outstanding
and entitled to vote is either present or
represented by proxy at the Annual Meeting.
Regarding Proposal 1, Election of Directors to the
Class of 2005, directors will be elected if they
receive a plurality (i.e., the greatest number) of
the votes cast by shares present and voting in
person or by proxy. Passage of Proposal 2,
Ratification of Metropolitan's Independent Auditors
for 2001, will occur with at least a majority vote.
Unless a broker's authority to vote on a particular
matter is limited, abstentions and broker non-votes
are counted in determining the votes present at a
meeting. Consequently, an abstention or a broker
non-vote has the same effect as a vote against a
proposal, as each abstention or broker non-vote
would be one less vote in favor of a proposal.
VOTING Your shares of Common Stock will be voted in
YOUR accordance with the instructions you place on the
PROXY proxy card. If no instructions are given on the proxy
CARD card, your shares will be voted for the election as
directors of the nominees named in this Proxy
Statement and ratifying the appointment of Crowe,
Chizek and Company LLP as independent auditors for
the fiscal year ending December 31, 2002. The proxy
also grants the proxy holders the power to vote on
all matters permitted under Rule 14a-4 of the General
Rules and Regulations under the Securities Act of
1934 including, but not limited to all matters: 1)
that may come before the 2002 Annual Meeting for
which Metropolitan did not have notice of prior to
November 27, 2001; 2) relating to the approval of
prior meeting minutes; and 3) incident to the conduct
of the meeting. The Board of Directors knows of no
other matters which will be presented at the 2002
Annual Meeting. However, if other matters properly
come before the 2002 Annual Meeting or any
adjournment, the person or persons named in the proxy
cards will vote on those matters in accordance with
their best judgment.
REVOKING Proxies may be revoked at any time before it is
YOUR voted if you:
PROXY
- deliver a signed, written revocation letter,
dated later than the proxy, to Malvin E. Bank,
Secretary, Metropolitan Financial Corp., 22901
Millcreek Boulevard, Highland Hills, Ohio
44122; or
- by delivering a signed proxy, dated later than
the first one, to Fifth-Third Bancorp, Mail
Drop No. MD10AT60, 38 Fountain Square Plaza,
Cincinnati, OH 45263; or
16
- by attending the Annual Meeting and giving
notice of your revocation in open meeting.
Shareholders may only nominate a person for
election as a director of Metropolitan at a
meeting of shareholders if the nominating
shareholder has strictly complied with the
applicable notice and procedural requirements set
forth in the Regulations, including, without
limitation, timely providing to the Secretary of
Metropolitan the requisite notice of the proposed
nominee(s) containing all the information
specified by the Regulations. Metropolitan will
provide to any shareholder, without charge, a copy
of the applicable procedures governing nomination
of directors set forth in the Regulations upon
request made to the Secretary of Metropolitan.
Metropolitan will bear the expense of preparing,
printing and mailing this Proxy Statement. In
addition to solicitation by mail, personnel of
Metropolitan and its subsidiaries may solicit the
return of proxies in person, by telephone or
through other forms of communication. Metropolitan
personnel who participate in this solicitation
will not receive any additional compensation for
such solicitation. Metropolitan will request
brokers, banks and other custodians, nominees and
fiduciaries to send proxy material to beneficial
owners and will, upon request, reimburse them for
their expense in so doing.
By Order of the Board of Directors
MALVIN E. BANK
Secretary
March 22, 2002
17
[METROPOLITAN FINANCIAL CORP. LOGO]
R.S ROWE & Company, Inc.; JOB NO. 10568; PROOF OF 03-14-02
[ICON] (781)849-9700; (212)926-2444; (800)324-6202; FAX NO. (781)849-9740
EMAIL ADDRESS: RSROWE@INTERSERV.COM
PM6\5TH-3RD\METROPO-PRX
METROPOLITAN FINANCIAL CORP.
22901 MILLCREEK BOULEVARD
HIGHLAND HILLS, OHIO 44122
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert M. Kaye, Kenneth T. Koehler and
Malvin E. Bank and each of them, with FULL power of substitution, as proxies to
vote, as designated below, FOR and in the name of the undersigned all shares of
common stock of Metropolitan Financial Corp. which the undersigned is entitled
to vote at the Annual Meeting of the Shareholders of said CORPORATION scheduled
to be held Tuesday, April 23, 2002 at 9:00 a.m. at the offices of said
CORPORATION, 22901 Millcreek Boulevard, Highland Hills, Ohio, 44122 or at any
postponement or adjournment thereof.
The Board of Directors recommends a FOR vote on the election of Directors,
and the proposal to ratify the appointment of Crowe, Chizek and Company LLP.
Please mark an X in one box under each item.
1. ELECTION of three directors to Class of 2005: [ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY TO VOTE FOR
LISTED BELOW. ALL NOMINEES LISTED BELOW
CLASS OF 2005 DIRECTORS--MALVIN E. BANK, ROBERT M. KAYE AND DAVID P. MILLER
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE
NOMINEE'S NAME IN THE SPACE BELOW:
- --------------------------------------------------------------------------------
2. Proposal to approve the appointment of Crowe, Chizek and Company LLP as
independent auditors of the Corporation for the fiscal year ending December
31, 2002.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
METROPOLITAN FINANCIAL CORP.
C/O CORPORATE TRUST SERVICES
MAIL DROP 10AT66--4129
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH 45202
NAME APPEARS
FOLD AND DETACH HERE
- ------------------------------------------------------------------------------
In their discretion, the PROXIES are authorized to vote upon such other business
as may properly come before the meeting and as described in the Company's Proxy
Statement.
This PROXY when executed will be voted in the manner directed hereon by the
undersigned SHAREHOLDER(S).
If no direction is made, the Proxy will be voted FOR Proposals 1 and 2.
ALL FORMER PROXIES ARE HEREBY REVOKED.
Dated:_________________________, 2002
______________________________________
(Signature of Shareholder)
NAME APPEARS ______________________________________
(Signature of Shareholder)
(Please sign exactly as your names appear
opposite. All joint owners should sign. When
signing in a fiduciary capacity or as a
corporate officer, please give your full
title as such.)