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This table contains information about compensation we paid to the named executives in 2000, 1999 and 1998:
Summary Compensation Table
- The amounts in this column reflect cash payments under annual incentive awards.
- These numbers reflect the cost of providing perquisites and other personal benefits and amounts we paid to reimburse
our executives for additional taxes they owed from certain of these benefits. SEC rules require us to break out each
benefit that exceeds 25% of the total we report for each named executive. These amounts are as follows:
- This column includes the restricted share grants we made to Messrs. Cracchiolo and Kelly in 2000 and 1999 as special
retention awards, the grants we made to Messrs. Golub and Chenault as part of their 1999 annual incentive awards, and
a grant made in 1999 to Mr. Chenault in connection with Chief Executive Officer succession. The special retention
awards to Messrs. Cracchiolo and Kelly in 2000 and the grant to Mr. Chenault in connection with succession contain
performance measures that the Company must meet as a condition to vesting. As part of their 1999 annual incentive
awards we granted 22,668 restricted shares to Mr. Golub that have a grant date value of $1,004,004 and 17,001
restricted shares to Mr. Chenault that have a grant date value of $753,003. One-third of the restricted shares vest after
one year, two-thirds vest after two years and the full grant vests after three years. We value restricted share awards in
the table based on the closing price of the Company's common shares on the New York Stock Exchange on the grant
date. We pay dividends on the restricted shares in the same way we pay them on our common shares.
On December 31, 2000, the executives in the table held the restricted shares set forth below. We valued them based on
the closing price of $54.94 on December 29, 2000.
- All shares in this and other tables have been adjusted to reflect the April 24, 2000 three-for-one stock split.
- These include annual, special and restoration stock option awards. For Messrs. Cracchiolo and Kelly, we include special
stock option grants made in 2000 and in 1998. For Messrs. Golub and Chenault, we include 1999 special stock option
grants in connection with Chief Executive Officer succession. The award for Mr. Golub of 2,250,000 option shares
provides that he will forfeit compensation from the award if he joins certain competitors within six years after the grant
date and that he may exercise the award under specified circumstances, including employment through April 30, 2001 or
later. The award for Mr. Chenault of 1,200,000 option shares provides that he may exercise the award if his employment
continues for nine years or longer after grant or if our common share price is at least 50% higher than the option
exercise price for at least 10 consecutive trading days and his employment continues for at least six years after grant.
We describe all stock option grants made in 2000 in the table captioned "Option Grants in 2000" on page 29.
- These are the amounts we paid under Portfolio Grant-IX awards (PG-IX awards). We granted these awards in 1998.
Each PG-IX award has two parts. The first part is the Financial Incentive, which accounts for 60% of the target value
of the award. We valued this part based on earnings or earnings per share growth, revenue growth and average return on
equity for our business segments or for the entire Company over the 1998-2000 period. The second part is the Stock
Incentive, which accounts for 40% of the target value of the award. We valued this part based on our total shareholder
return compared to that of the S&P Financial Index over the 1998-2000 period. We structured the PG-IX awards in the
table to qualify as deductible, performance-based compensation under the Million Dollar Cap requirements. The
Committee adjusted downward the maximum value of the awards based on its judgment of three-year performance.
- The dollar value of the amounts in this column include the following:
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