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The following is an excerpt from a DEF 14A SEC Filing, filed by OTTAWA FINANCIAL CORP on 3/31/1999.
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OTTAWA FINANCIAL CORP - DEF 14A - 19990331 - COMPENSATION_COMMITTEE

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Executive Compensation Committee is composed entirely of independent outside directors and is responsible for developing and making recommendations to the Board of Directors with respect to Ottawa Financial's executive compensation policies, as well as administering the Stock Option Plan and the Management Recognition and Retention Plan. In addition, the Executive Compensation Committee, pursuant to authority delegated by the Board, determines on an annual basis the compensation to be paid to the other executive officers of Ottawa Financial. Non- employee directors who do not sit on the Executive Compensation Committee also participate in making executive compensation decisions through the review, discussion and ratification of the Executive Compensation Committee's recommendations.

OVERVIEW AND PHILOSOPHY

The Executive Compensation Committee has developed and implemented an executive compensation program which is based on guiding principles designed to align executive compensation with the values and objectives, business strategy, management initiatives, and the business and financial performance of Ottawa Financial. In applying these principals, the Executive Compensation Committee has established a program to:

o Support a performance-oriented environment that rewards performance not only with respect to Ottawa Financial's goals but also its performance as compared to that of industry performance levels;

o Attract and retain key executives critical to the long-term success of Ottawa Financial and AmeriBank;

o Integrate compensation programs with both Ottawa Financial's annual and long-term strategic planning and measuring processes; and

o Reward executives for long-term strategic management and the enhancement of shareholder value.

Furthermore, in making compensation decisions, the Executive Compensation Committee focuses on the individual contributions of executive officers to Ottawa Financial. The Executive Compensation Committee uses its discretion to set executive compensation where, in its judgment, external, internal or an individual's circumstances warrant it. The Compensation Committee also periodically reviews the compensation policies of other similarly situated companies, as set forth in various industry publications, to determine whether Ottawa Financial's compensation decisions are competitive within its industry.

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EXECUTIVE OFFICER COMPENSATION PROGRAM

Ottawa Financial's executive officer compensation program is comprised of base salary, annual incentive bonuses, long-term incentive compensation in the form of stock options and restricted stock awards, and various benefits, including medical and pension plans generally available to its employees.

BASE SALARY. Base salary levels for Ottawa Financial's executive officers are competitively set relative to companies in the thrift industry. In determining salaries, the Compensation Committee also takes into account individual experience and performance, and specific issues particular to Ottawa Financial.

ANNUAL INCENTIVE BONUSES. Executive officers are paid an annual incentive bonus, which is a percentage of such executive officers' base salary, if Ottawa Financial's targeted goals established at the beginning of each year are met and certain safety and soundness standards at AmeriBank level are maintained. The annual incentive bonus awards for Messrs. Grevengoed, Iverson and Haan were calculated based on a comparison of Ottawa Financial's actual results to its targeted goals for return on equity and asset quality. The remaining executive officer's annual incentive bonus award was based on a comparison of Ottawa Financial's actual results to its targeted goals for return on assets and certain departmental goals. The Board of Directors establishes the minimum and maximum bonus pool based on a range of return on assets, taking into consideration Ottawa Financial's performance goals included in its business plan.

STOCK BENEFIT PLANS. The Stock Option Plan and Management Recognition and Retention Plan are Ottawa Financial's long-term incentive plans for directors, officers and employees. The objectives of the program are to align executive and shareholder long-term interests by creating a strong and direct link between executive pay and Ottawa Financial's performance, and to enable executives to develop and maintain a significant, long-term stock ownership position in Ottawa Financial's common stock. Awards are made at a level calculated to be competitive with the thrift industry and within the limits prescribed by the Office of Thrift Supervision.

CHIEF EXECUTIVE OFFICER COMPENSATION

For the fiscal year ended December 31, 1998, Mr. Grevengoed received a base salary of approximately $153,000. Mr. Grevengoed's base salary for 1997 was approximately $143,000. The increase reflected the Executive Compensation Committee's consideration of base salaries in the industry, Mr. Grevengoed's responsibilities of running a public company, and the Committee's and the Board's assessment of Mr. Grevengoed's performance over the year in recognition of the performance by Ottawa Financial during 1998 as compared to Ottawa Financial's goals.

In 1993, Section 162(m) was added to the Internal Revenue Code, the effect of which is to eliminate the deductibility of compensation over $1 million, with certain exclusions, paid to each of certain highly compensated executive officers of publicly held corporations, such as Ottawa Financial.
Section 162(m) applies to all remuneration, both cash and non-cash, that would otherwise be deductible for tax years beginning on or after January 1, 1994, unless expressly excluded. Because the current compensation of each of Ottawa Financial's executive officers is below the $1.0 million threshold, Ottawa Financial has not yet considered its policy regarding the new provision.

The foregoing report is furnished by the Executive Compensation Committee of the Board of Directors of Ottawa Financial.

GORDON H. CUNNINGHAM
RONALD J. BIEKE
BRIAN W. KOOP
LEON E. KOOPS

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SHAREHOLDER RETURN PERFORMANCE PRESENTATION

The line graph below compares the cumulative total shareholder return on Ottawa Financial's common stock to the cumulative total return of a broad index of the Nasdaq Stock Market and a savings and loan industry index for the period August 19, 1994 (the date Ottawa Financial became a public company) through December 31, 1998.

[LINE GRAPH -- DESCRIBE]

                                08/19/94  12/31/94   12/31/95   12/31/96  12/31/97   36159
                                --------  --------   --------   --------  --------   -----

Ottawa Financial Corporation.... $100.00   $ 86.02    $128.52    $141.17   $319.35  $223.12
Selected Thrift Index...........  100.00     85.62     135.62     177.00    297.59   260.88
Nasdaq Market Index.............  100.00     96.91     125.70     156.21    191.07   269.49

CERTAIN TRANSACTIONS

AmeriBank has followed a policy of granting loans to eligible directors, officers, employees and members of their immediate families for the financing of their personal residences and for consumer purposes. As of December 31, 1998, all loans or extensions of credit to executive officers and directors were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. All loan requests by directors and executive officers are submitted to AmeriBank's loan committee for approval.

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PROPOSAL II

RATIFICATION OF AN AMENDMENT TO THE OTTAWA FINANCIAL CORPORATION

1995 STOCK OPTION AND INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN BY 283,860 SHARES

GENERAL

The Ottawa Financial Corporation 1995 Stock Option and Incentive Plan was initially ratified by the shareholders in April 1995. The Stock Option Plan was adopted in order to advance the interests of Ottawa Financial and its shareholders by affording executive officers, directors and certain key employees an opportunity to acquire or increase their ownership interest in Ottawa Financial through the grant of a variety of long-term incentive awards. By encouraging such persons to become owners of the corporation, Ottawa Financial seeks to attract, motivate, reward and retain those individuals whose judgment, initiative, leadership and effort most directly determines its success. Ottawa Financial also believes that the Stock Option Plan is a useful tool in negotiating potential mergers and acquisitions. However, because the awards are granted only to persons affiliated with Ottawa Financial, the Stock Option Plan could make it more difficult for a third party to acquire control of Ottawa Financial and thus, could discourage offers for Ottawa Financial's common stock that may be viewed by Ottawa Financial's stockholders to be in their best interest. All shares authorized for issuance under the Stock Option Plan have been adjusted for stock dividends paid by Ottawa Financial to date.

The Stock Option Plan initially authorized the issuance of up to 680,095 shares of Ottawa Financial common stock, which represented 10% of the common stock issued by Ottawa Financial in its initial public offering. In April 1996, shareholders approved an amendment to the Stock Option Plan which increased by 334,551 the number of shares available for issuance under the Stock Option Plan. This amendment was adopted by the Board and approved by shareholders in order to fund option commitments in connection with Ottawa Financial's acquisition of AmeriBank Federal Savings Bank, as well as for future grants and for use as an additional incentive in negotiating potential mergers and acquisitions.

As of the date of this proxy statement, awards covering all of the shares of common stock reserved for issuance under the Stock Option Plan have been granted. The Board of Directors has adopted, subject to shareholder approval, an amendment to the Stock Option Plan. The amendment, if approved by shareholders, will increase the number of shares available for issuance under the Stock Option Plan by 283,860 shares. This increase represents 4.99% of the currently issued and outstanding common stock of Ottawa Financial. The additional shares are being requested for use in connection with general corporate purposes. These uses may include future grants to new or existing directors, officers and employees of Ottawa Financial and its affiliates, as well as an additional incentive in negotiating potential mergers and acquisitions. No acquisitions or mergers are presently contemplated. At this time, no option awards have been granted with respect to the additional shares being requested pursuant to this amendment.

The exercise of stock options will increase the number of shares of Ottawa Financial common stock outstanding. The issuance of these additional shares may decrease certain per share financial measures for a period of time and may diminish a shareholder's percentage voting power in Ottawa Financial. Ottawa Financial has repurchased shares of its common stock in the open market in the past and may continue to do so in the future in order to minimize or avoid any such effects. As always, any stock repurchase program will be at the discretion of the Board of Directors and subject to market conditions.

The principal features of the Stock Option Plan are summarized below. The summary is not complete and is qualified in its entirety by reference to the full text of the Stock Option Plan, a copy of which is filed with the Securities and Exchange Commission. A copy of the Stock Option Plan is available upon request to Ottawa Financial's Corporate Secretary, 245 Central Avenue, Holland, Michigan 49423.

PRINCIPAL FEATURES OF THE STOCK OPTION PLAN

The Stock Option Plan provides for awards in the form of stock options, stock appreciation rights and limited stock appreciation rights. Each award will be on such terms and conditions, consistent with the Stock Option Plan and

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applicable Office of Thrift Supervision regulations, as the committee administering the Stock Option Plan may determine. See "Proposal III" below.

Shares may be either authorized but unissued shares or reacquired shares held by Ottawa Financial in its treasury. Any shares subject to an award which expires or is terminated unexercised will again be available for issuance under the Stock Option Plan. No award or right or interest therein is assignable or transferable, except under limited circumstances as described in the Stock Option Plan.

The Stock Option Plan is administered by the Executive Compensation Committee of the Board of Directors. Pursuant to the terms of the Stock Option Plan, any director or employee of Ottawa Financial or its affiliates is eligible to participate in the Stock Option Plan. In granting awards under the Stock Option Plan, the Executive Compensation Committee considers, among other things, position and years of service, value of the participant's service to Ottawa Financial and AmeriBank, and the added responsibilities of such individuals as employees, directors and officers of a public company.

STOCK OPTIONS

The term of stock options will not exceed ten years from the date of grant. The Committee may grant either "incentive stock options" as defined under
Section 422 of the Internal Revenue Code of 1986, as amended, or stock options not intended to qualify as such.

In general, stock options will not be exercisable after the expiration of their terms. Unless otherwise determined by the Executive Compensation Committee, in the event that a participant ceases to maintain continuous service to Ottawa Financial, or one of its affiliates, for any reason other than death, disability or termination for cause, an exercisable stock option will continue to be exercisable for three months but in no event after the expiration date of the option. If a participant ceases to maintain continuous service due to death or disability, any option granted but not fully exercisable will become exercisable in full upon the happening of such event and remain exercisable (i) in the event of death for the period described below and (ii) in the event of disability for a period of three months.

In the event of the death of a participant during such service or within the three-month periods described above, an exercisable option will continue to be exercisable for one year following the death of the participant, but in no event later than ten years from the date of grant. Following the death of any participant, the Executive Compensation Committee may, as an alternative means of settlement of an option, elect to pay to the holder an amount of cash equal to the amount by which the market value of the shares covered by the option on the date of exercise exceeds the exercise price. A stock option will automatically terminate and will no longer be exercisable as of the date a participant is terminated for cause.

The exercise price for the purchase of shares subject to a stock option may not be less than 100% of the market value of the shares covered by the option on the date of grant. The exercise price must be paid in full in cash or shares of common stock, or a combination of both.

STOCK APPRECIATION RIGHTS

The Executive Compensation Committee may grant stock appreciation rights at any time, whether or not the participant then holds stock options, granting the right to receive the excess of the market value of the shares represented by the stock appreciation rights on the date exercised over the exercise price. Stock appreciation rights generally will be subject to the same terms and conditions and exercisable to the same extent as stock options, as described above. Upon the exercise of a stock appreciation right, the participant will receive the amount due in cash or shares, or a combination of both, as determined by the Executive Compensation Committee. Stock appreciation rights may be related to stock options, in which case the exercise of one will reduce to that extent the number of shares represented by the other.

Stock appreciation rights will require an expense accrual by Ottawa Financial each year for the appreciation on the stock appreciation rights which it is anticipated will be exercised. The amount of the accrual is dependent upon whether, and the extent to which, the stock appreciation rights are granted and the amount, if any, by which the market value of the stock appreciation rights exceeds the exercise price.

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LIMITED STOCK APPRECIATION RIGHTS

Limited stock appreciation rights will be exercisable only for a limited period in the event of a tender or exchange offer for shares of Ottawa Financial's common stock, other than by Ottawa Financial, where 25% or more of the outstanding shares are acquired in that offer or any other offer which expires within 60 days of that offer. The amount paid on exercise of a limited stock appreciation right will be the excess of (a) the market value of the shares on the date of exercise, or (b) the highest price paid pursuant to the offer, over the exercise price. Payment upon exercise of a limited stock appreciation right will be in cash.

Limited stock appreciation rights may be granted at the time of, and must be related to, the grant of a stock option or stock appreciation right. The exercise of one will reduce to that extent the number of shares represented by the other. Subject to vesting requirements contained in Office of Thrift Supervision regulations, limited stock appreciation rights will be exercisable only for the 45 days following the expiration of the tender or exchange offer, during which period the related stock option or stock appreciation right will be exercisable. See "Proposal III" below.

EFFECT OF CHANGE IN CONTROL AND OTHER ADJUSTMENTS

Shares as to which awards may be granted under the Stock Option Plan, and shares then subject to awards, will be adjusted by the Executive Compensation Committee in the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure of Ottawa Financial.

In the case of any merger, consolidation or combination of Ottawa Financial with or into another thrift holding company or other entity, whereby either Ottawa Financial is not the continuing thrift holding company or its outstanding shares are converted into or exchanged for securities, cash or property, or any combination thereof, any participant to whom a stock option, stock appreciation right and limited stock appreciation right has been granted prior to such event will have the right, subject to the provisions of the Stock Option Plan and any applicable vesting period, upon exercise of the option, stock appreciation right or limited stock appreciation right to an amount equal to the excess of the fair market value on the date of exercise of the consideration receivable in the merger, consolidation or combination with respect to the shares covered or represented by the stock option, stock appreciation right or limited stock appreciation right over the exercise price of the option, stock appreciation right or limited stock appreciation right multiplied by the number of shares with respect to which the option, stock appreciation right or limited stock appreciation right has been exercised.

In addition, in the event of a change in control, all outstanding stock options and stock appreciation rights not fully exercisable will become exercisable in full and remain so for a period of 60 days, after which they will revert to being exercisable in accordance with their terms, unless the Executive Compensation Committee provides otherwise.

A change in control will be deemed to occur when (i) any third person, including a "group" as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner of shares of Ottawa Financial with respect to which 25% or more of the total number of votes may be cast for the election of the Board of Directors of Ottawa Financial, (ii) as a result of or in connection with any cash tender or exchange offer (other than an offer made by Ottawa Financial), merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of Ottawa Financial cease to be a majority of the Board of Directors or (iii) stockholders of Ottawa Financial approve an agreement providing either for a transaction pursuant to which Ottawa Financial will cease to be an independent publicly owned entity or pursuant to which substantially all of its assets will be sold.

AMENDMENT AND TERMINATION

The Board of Directors of Ottawa Financial may at any time amend, subject to compliance with Office of Thrift Supervision regulations, suspend or terminate the Stock Option Plan or any portion in the plan, but may not, without the prior approval of the shareholders, make any amendment which would (i) increase the aggregate number of shares with respect to which awards may be made under the Stock Option Plan, except as set forth in Section 11 of the Stock Option Plan, (ii) materially increase the benefits accruing to the participants of the Stock Option Plan, (iii) materially change the requirements as to eligibility for participation in the Stock Option Plan or (iv) change the class of person eligible to participate in the Stock Option Plan, provided, however, that no such amendment, suspension or termination

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will impair the rights of any participant, without his or her consent, in any award made pursuant to the Stock Option Plan. See "Proposal III." Unless previously terminated, the Stock Option Plan will continue in effect for a term of ten years, after which no further awards may be granted under the Stock Option Plan.

FEDERAL INCOME TAX CONSEQUENCES

Under present federal income tax laws, awards under the Stock Option Plan will have the following consequences:

(1) The grant of an award, by itself, will generally not result in the recognition of taxable income to the participant or entitle Ottawa Financial to a deduction at the time of such grant.

(2) In order to qualify as an "incentive stock option", a stock option awarded under the Stock Option Plan must meet the conditions contained in
Section 422 of the Internal Revenue Code of 1986, including the requirement that the shares acquired upon the exercise of the stock option be held for at least one year after the date of exercise and at least two years after the grant of the option. The exercise of an incentive stock option, by itself, will generally not result in the recognition of taxable income to the participant or entitle the company to a deduction at the time of such exercise. However, the difference between the exercise price and the fair market value of the option shares on the date of exercise is an item of adjustment which may, in certain situations, trigger the alterative minimum tax. The alternative minimum tax is incurred only when it exceeds the regular income tax.

(3) If the shares are held by the participant for at least one year after the incentive stock option is exercised and two years after the incentive stock option was granted, the participant will recognize a long-term capital gain or loss upon disposition of the shares and Ottawa Financial will not be entitled to a corresponding deduction. The capital gain will be considered long-term if the shares are held for more than 12 months prior to disposition. The amount of such gain or loss will be equal to the difference between the amount realized by the participant upon disposition of the shares and the amount paid by the participant for such shares.

(4) If the shares acquired upon exercise of an incentive stock option are not held for at least one year after transfer of such shares to the participant and two years after the grant of the incentive stock option, the participant generally will recognize ordinary income or loss upon disposition of the shares in an amount equal to the difference between the exercise price and the fair market value of the shares on the date of exercise. In such an event, Ottawa Financial will generally be entitled to a corresponding deduction, provided the company meets its federal tax reporting obligations.

(5) The exercise of a stock option which is not an incentive stock option ("non-qualified stock option") will result in the recognition of ordinary income by the participant on the date of exercise in an amount equal to the difference between the exercise price and the fair market value on the date of exercise of the shares acquired pursuant to the stock option. Ottawa Financial will be allowed a deduction at the time and in the amount of any ordinary income recognized by the participant upon the exercise of a non-qualified stock option, provided the company meets its federal tax reporting obligations.

(6) The exercise of a stock appreciation right will result in the recognition of ordinary income by the participant on the date of exercise in an amount of cash, and/or the fair market value on that date of the shares, acquired pursuant to the exercise. Ottawa Financial will be entitled to a corresponding deduction provided that it meets its federal tax reporting obligations.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE AMENDMENT TO THE STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER.

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PROPOSAL III

RATIFICATION OF AN AMENDMENT TO THE STOCK OPTION PLAN TO REMOVE
THE OFFICE OF THRIFT SUPERVISION IMPOSED RESTRICTIONS ON THE
GRANTING AND VESTING OF AWARDS UNDER THE PLAN

GENERAL

As described in Proposal II above, the Board of Directors adopted the Stock Option Plan, which was approved by shareholders in April 1995. At the time of its adoption, Office of Thrift Supervision regulations required that Ottawa Financial's Stock Option Plan contain certain restrictions and limitations on the granting and vesting of awards under the Stock Option Plan. These provisions were as follows:

(i) that no individual shall be granted awards under the plan with respect to more than 25% of the total shares subject to the Stock Option Plan, and no director who is not an employee of Ottawa Financial or its subsidiaries shall be granted awards with respect to more than 5% of the total shares subject to the Stock Option Plan and that all non-employee directors, in the aggregate, may not be granted awards under the plan with respect to more than 30% of the total shares subject to the plan; and

(ii) that no awards granted under the plan shall vest at a rate in excess of 20% per year beginning from the date of grant.

The Board of Directors has adopted amendments to the Stock Option Plan to remove the Office of Thrift Supervision restrictions on the granting and vesting of awards under the Stock Option Plan. The amendments to the Stock Option Plan will permit the Executive Compensation Committee of the Board to grant awards to participants in amounts, and subject to any vesting requirements, it determines to be appropriate. The Board of Directors believes this flexibility is important in connection with future acquisitions, if any, and that this amendment will make the plan more consistent with stock option plans adopted by non-regulated companies. The Board has determined that the amendments to the Stock Option Plan are in the best interests of the shareholders, as well as the officers, directors and employees of Ottawa Financial. The amendments to the Stock Option Plan are subject to approval by shareholders. In the event that the amendments to the Stock Option Plan are not approved by shareholders at the annual meeting, the amendments will not take effect, but the Stock Option Plan will remain in effect. The principal features of the Stock Option Plan are summarized in Proposal II above.

The amendments to the Stock Option Plan do not impact the number or vesting schedules of any awards previously granted under the Stock Option Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE AMENDMENT TO THE STOCK OPTION PLAN TO REMOVE THE OFFICE OF THRIFT SUPERVISION RESTRICTIONS ON THE GRANTING AND VESTING OF AWARDS UNDER THE STOCK OPTION PLAN.

PROPOSAL IV

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has renewed Ottawa Financial's arrangement for Crowe, Chizek and Company LLP to be its independent auditors for the fiscal year ending December 31, 1999 subject to the ratification of the appointment by Ottawa Financial's shareholders. A representative of Crowe, Chizek and Company LLP is expected to attend the meeting to respond to appropriate questions and will have an opportunity to make a statement if he or she so desires.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF CROWE CHIZEK AND COMPANY LLP AS OTTAWA FINANCIAL'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.

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