February 16, 1996
Securities and Exchange Commission
Washington, DC 20549
Ladies or Gentlemen:
RE: Commission File Number 0-7617
The following is the electronic filing of Univest Corporation of Pennsylvania's
preliminary proxy material. The fee of $125.00 was mailed on February 12,
1996 to your lockbox in Pittsburgh, Pennsylvania.
The definitive proxy will be filed by March 9, 1996.
Sincerely,
Robert H. Schong
Secretary
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Exchange Act Rule 14a-11 or 14a-12
Univest Corporation of Pennsylvania
-----------------------------------
(Name of Registrant as Specified In Its Charter)
Robert H. Schong, Secretary
---------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(2).
[ ] $500 per each part to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
2) Aggregate number of securities to which the transaction applies;
_______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
_______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and date of its filing.
1) Amount Previously Paid:
_______________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
3) Filing Party:
_______________________________________________________________________
4) Date Filed:
_______________________________________________________________________
UNIVEST CORPORATION OF PENNSYLVANIA
Broad & Main Streets
Souderton, Pennsylvania 18964
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 9, 1996
TO THE HOLDERS OF COMMON STOCK:
The Annual Meeting of Shareholders of Univest Corporation of
Pennsylvania will be held on Tuesday, April 9, 1996, at 10:45 in the
morning, in the Univest Building, Broad & Main Streets, Souderton,
Pennsylvania.
Univest's Board of Directors recommends a vote:
1. FOR the election of four Class III directors for a
three-year term expiring in 1999.
2. FOR the election of three alternate directors for a one-year
term expiring in 1997.
3. FOR approval of an Employee Stock Purchase Plan
reserving 250,000 shares for issuance under the Plan.
4. FOR approval of a Dividend Reinvestment and Stock
Purchase Plan reserving 500,000 shares for issuance
under the Plan.
5. FOR the ratification of the selection of Ernst & Young
LLP as the Corporation's independent certified public
accountant for the year 1996.
Other business, of which none is anticipated, as may properly come
before the meeting or any postponements or adjournments thereof will be
transacted.
The close of business on March 5, 1996, has been fixed by the Board
of Directors as the record date for the determination of shareholders
entitled to notice of and to vote at the annual meeting.
The accompanying Proxy statement forms a part of this notice.
SEPARATE PROXY CARDS ARE ENCLOSED TO SHAREHOLDERS FOR THE PURPOSE OF VOTING
ALL THEIR SHARES OF THE CORPORATION'S COMMON STOCK. ALL CARDS SHOULD BE
SIGNED AND RETURNED SO THAT ALL YOUR SHARES MAY BE VOTED.
IT IS IMPORTANT THAT EACH SHAREHOLDER EXERCISE HIS RIGHT TO VOTE.
Whether or not you plan to attend the meeting, we urge that you execute and
return your proxy cards as soon as possible in the enclosed postage-paid
envelope, in order that your shares will be represented at the meeting. If
you attend the meeting, you may vote in person.
By Order of the Board of Directors
MERRILL S. MOYER
Chairman
March 8, 1996
ROBERT H.SCHONG
Secretary
PROXY STATEMENT
Univest Corporation of Pennsylvania (Univest or Corporation) is a
multi-bank holding company organized by Union National Bank and Trust
Company of Souderton under the Bank Holding Company Act of 1956, as
amended, and subject to supervision by the Federal Reserve System.
Principal subsidiaries of the Corporation are Union National Bank and Trust
Company of Souderton (Union) and Pennview Savings Bank (Pennview).
The accompanying proxy is solicited by the Board of Directors (Board)
of Univest Corporation of Pennsylvania, Broad & Main Streets, Souderton,
Pennsylvania 18964, for use at the Annual Meeting of Shareholders to be
held April 9, 1996, and at any adjournment thereof. Copies of this proxy
statement and proxies to vote the Common Stock are being sent to the
shareholders on or about March 8, 1996. Any shareholder executing a proxy
may revoke it at any time by giving written notice to the Secretary of the
Corporation before it is voted. Some of the officers of the Corporation or
employees of its direct subsidiaries, including Union and Pennview and
other subsidiary companies may solicit proxies personally and by telephone,
if deemed necessary. The Corporation will bear the cost of solicitation
and will reimburse brokers or other persons holding shares of the
Corporation's voting stock in their names, or in the names of their
nominees, for reasonable expense in forwarding proxy cards and proxy
statements to beneficial owners of such stock.
The persons named in the proxy will vote in accordance with the
instructions of the shareholder executing the proxy, or in the absence of
any such instruction, for or against on each matter in accordance with the
recommendations of the Board of Directors set forth in the proxy.
Univest's Board of Directors recommends a vote:
1. FOR the election of the four Class III directors
nominated by the Board for a three-year term.
2. FOR the election of the three alternate directors
nominated by the Board for a one-year term.
3. FOR approval of an Employee Stock Purchase Plan
reserving 250,000 shares for issuance under the Plan.
4. FOR approval of a Dividend Reinvestment and Stock
Purchase Plan reserving 500,000 shares for issuance
under the Plan.
5. FOR the ratification of the selection of Ernst & Young
LLP as the Corporation's independent certified public
accountant for the year 1996.
The Board of Directors has fixed the close of business on March 5,
1996, as the record date for the determination of shareholders entitled to
notice and to vote at the Annual Meeting. As of March 5, 1996, there were
issued 3,927,600 and outstanding 3,921,270 shares of Common Stock
(exclusive of 6,330 shares held as treasury stock which will not be voted).
Holders of record of the Corporation's Common Stock will be entitled
to one vote per share on all business of the meeting. The matters of
business listed in this proxy will be decided by majority vote of the
shares represented at the meeting. Certain other matters, of which none
are anticipated, may require super majority approval as specified by the
amended Articles of Incorporation. The presence in person or by proxy of
the holders of 66 2/3% of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the meeting.
Union National Bank and Trust Company of Souderton holds 367,490
shares or 9.4% of the Corporation's Common Stock in various trust accounts
in a fiduciary capacity in its Trust Department. No one trust account has
5% or more of the Corporation's Common Stock.
Executive Officers and nominees for Directors and Alternate Directors
as a group beneficially own 514,360 shares of the Corporation's Common
Stock. The group consists of 16 persons: the five (5) executive officers
and the nominees for Directors and Alternate Directors who are not officers
of the Corporation or its subsidiaries.
A copy of the Annual Report to Shareholders, including financial
statements for the year ended December 31, 1995, has been mailed to each
shareholder of record on March 5, 1996. The Annual Report is not a part of
the proxy soliciting material.
ELECTION OF DIRECTORS
The persons named in the accompanying proxy intend to vote to elect as
directors the nominees listed below in each case, unless authority to vote
for directors is withheld in the proxy. The Bylaws authorize the Board of
Directors to fix the number of Directors to be elected from time to time.
By proper motion, they have established the number at four Class III
Directors to be elected for a three-year term expiring in 1999 and a pool
of three Alternate Directors for a one-year term expiring in 1997 at this
Shareholder Meeting.
Management is informed that all the nominees are willing to serve as
directors, but if any of them should decline or be unable to serve, the
persons named in the proxy will vote for the election of such other person
or persons as may be designated by the Board of Directors, unless the Board
of Directors reduces the number of directors in accordance with the
Corporation's Bylaws.
Nominees: *<F1>
The following information, as of March 1, 1996, is provided with
respect to the nominees for election to the Board.
Shares of Common
Name, Age & Year of Stock Beneficially
Election as Director**<F2> Business Experience Owned 3/1/96***<F3>
Class III (to be elected for a three-year term expiring 1999):
R. Lee Delp 49 (1994) President and CEO, Moyer Packing Company 1,625
(Beef Packers and Renderers)
Norman G. Good 71 (1975) Retired, Norman G. Good, Inc. 16,787
(Plumbing, Heating & Air Conditioning Contractor)
Harold M. Mininger 77 (1957) Retired--H. Mininger & Son, Inc. 65,142(1)<F4>
(General Contractor)
P. Gregory Shelly 50 (1985) President, Shelly Enterprises, Inc. 19,125(2)<F5>
(Building Materials)
Alternate Directors (to be elected for a term of one year expiring 1997):
William S. Aichele 45 (1990) Executive Vice President of the 8,879(3)<F6>
Corporation and President and CEO of Union
Clair W. Clemens 65 (1984) Director, Hatfield Quality 4,595
Meats, Inc. (Pork Processing)
H. Ray Mininger 55 (1995) President, H. Mininger & Son, Inc. 937
(General Contractor)
The following directors are not subject to election now as they were elected in prior years for terms
expiring in future years.
Class I (to be continuing for a term expiring 1997):
Norman L. Keller 58 (1974) Executive Vice President of the 13,822(4)<F7>
Corporation and President and CEO of Pennview
Thomas K. Leidy 57 (1984) President, Leidy's, Inc. 59,289(5)<F8>
(Pork Processing)
Merrill S. Moyer 62 (1984) Chairman & President of the 54,188(6)<F9>
Corporation & Chairman of Union
Class II (to be continuing for a term expiring 1998):
James L. Bergey 60 (1984) President, Abram W. Bergey and 6,744(7)<F10>
Sons, Inc. (Floor Coverings)
Charles H. Hoeflich 81 (1962) Chairman Emeritus of the Corporation 114,790
Jules Pearlstine, Esq. 71 (1976) Jules Pearlstine, P.A. 154,455
(Attorney, Florida)
John U. Young 57 (1988) President, Alderfer Bologna Co. 6,775(8)<F11>
(Meat Processing)
<FN>
<F1> * Clair W. Clemens and Merrill S. Moyer are cousins. Harold M.
Mininger and H. Ray Mininger are father and son. There is no family
relationship among any of the other nominees. All nominees now are
directors or alternate directors respectively. Merrill S. Moyer
and William S. Aichele are officers of UNIVEST and Union National
Bank and Trust Company. Norman L. Keller is an officer of UNIVEST
and Pennview Savings Bank. Other directors are non-management
directors. During 1995, Jules Pearlstine and Clair W. Clemens
attended fewer than 75% of the meetings.
<F2>** Dates indicate initial year as a director or alternate director of
UNIVEST or the subsidiary banks.
<F3>*** The shares "Beneficially owned" may include shares owned by or for,
among others, the spouse and/or minor children of the individuals
and any other relative who has the same home as such individual, as
well as other shares as to which the individual has or shares
voting or investment power, and including the 25% stock dividend
paid March 1, 1996. Beneficial ownership may be disclaimed as to
certain of the securities. Each nominee beneficially owns less
than 1% of the outstanding shares of the Common Stock of UNIVEST
with the exception of Charles H. Hoeflich (2.9%); Harold M.
Mininger (1.7%); Jules Pearlstine (3.9%), Thomas K. Leidy (1.5%);
and Merrill S. Moyer (1.4%).
<F4>1. Includes 21,545 shares owned by a member of Mr. Mininger's family.
He disclaims beneficial ownership of these shares.
<F5>2. Includes 5,520 shares over which Mr. Shelly shares voting and/or
investment power and 3,470 shares owned by members of his family.
He disclaims beneficial ownership as to certain of these shares.
<F6>3. Includes 37 shares owned by members of Mr. Aichele's family. He
disclaims beneficial ownership as to certain of these shares.
<F7>4. Includes 4,262 shares owned by members of Mr. Keller's family. He
disclaims beneficial ownership as to certain of these shares.
<F8>5. Includes 35,000 shares in the Univest Deferred Salary Savings Plan
of which Mr. Leidy is a co-trustee, 1,670 shares owned by a member
of his family, and 5,444 shares over which he shares voting and/or
investment power. He disclaims ownership as to certain of these
shares.
<F9>6. Includes 35,000 shares in the Univest Deferred Salary Savings Plan
of which Mr. Moyer is a co-trustee, and 3,272 shares owned by a
member of his family. He disclaims ownership as to certain of
these shares.
<F10>7. Includes 257 shares owned by a member of Mr. Bergey's family. He
disclaims ownership as to certain of these shares.
<F11>8. Includes 1,925 shares owned by members of Mr. Young's family. He
disclaims beneficial ownership of these shares.
Under federal securities law, the Corporation's directors, certain
officers, and persons holding more than ten percent of any class of the
Corporation's common stock are required to report, within specified monthly
and annual due dates, their initial ownership in any class of the
Corporation's common stocks and all subsequent acquisitions, dispositions
or other transfers of interest in such securities, if and to the extent
reportable events occur which require reporting by such due dates. The
Corporation is required to describe in this proxy statement whether it has
knowledge that any person required to file such a report may have failed to
do so in a timely manner. In that regard, Merrill S. Moyer filed one
monthly report late after a transaction of stock of his and a transaction
of stock of his spouse in retirement trust accounts and Laurance A. Moyer
filed one monthly report late, after there was a transaction of stock of a
relative of his living in his household.
ADOPTION OF THE UNIVEST
1996 EMPLOYEE STOCK PURCHASE PLAN
On November 22, 1995, the board of Directors of the Corporation adopted the
Univest 1996 Employee Stock Purchase Plan (the "ESP Plan") and allocated
250,000 shares of common stock of the Corporation, par value $5 per share,
to be reserved for issuance and sale thereunder, subject to the approval of
the shareholders. The Board of Directors seeks the approval of the
shareholders with respect to the adoption of the ESP Plan and the
allocation of common stock for the ESP Plan. The ESP Plan is intended to
constitute an "employee stock purchase plan" within the meaning of Section
423 of the Internal Revenue Code of 1986, as amended.
The purpose of the ESP Plan is to provide eligible employees of the
Corporation, and its subsidiaries whose employees are permitted to
participate in the ESP Plan, with an opportunity through payroll deductions
to purchase common stock of the Corporation, and thereby, acquire a
proprietary interest in the Corporation.
Description of the Univest 1996 Employee Stock Purchase Plan
The following description of the ESP Plan is a summary of its terms. The
full text of the ESP Plan is included herein as Exhibit "A."
Under the terms of the ESP Plan, shares of the Corporation's common stock
will be offered to the eligible employees who elect to participate in the
ESP Plan.
Participation is voluntary for any employee of the Corporation who has
completed one (1) year of continuous service or has been employed at least
two (2) years with the Corporation.
Participants will elect to have a portion of their salary (not more than
10% and not less than 2%) withheld for purposes of purchasing shares of
common stock on their behalf. Any participant who has not discontinued his
payroll deductions will have his payroll deductions used to purchase common
stock of the Corporation on his behalf. The aggregate number of shares of
common stock which may be purchased pursuant to the ESP Plan is 250,000
shares. Such shares may be authorized but unissued shares of common stock
or shares purchased by the Corporation in the open market.
The purchase price at which common stock of the Corporation will be sold to
a participant will be determined by the Administrative committee which will
not be less than 85% of the lesser of (a) the fair market value of the
shares on the first business day in an Offering Period; or (b) the fair
market value of the shares on the last business day of such Offering
Period.
The Board may at any time amend or terminate the ESP Plan except that no
amendment may accomplish any of the following without the approval of the
Corporation's shareholders: (a) Increase the number of shares reserved for
purposes of the Plan or (b) Allow any person who is not an eligible
employee to become a participant.
ADOPTION OF THE UNIVEST DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN
On November 22, 1995, the Board of Directors of the Corporation adopted the
Univest Dividend Reinvestment and Stock Purchase Plan (the "Dividend Plan")
and allocated 500,000 shares of common stock of the Corporation, par value
$5 per share, to be reserved for issuance and sale thereunder, subject to
the approval of the shareholders. The Board of Directors seeks the
approval of the shareholders with respect to the adoption of the Dividend
Plan and the allocation of common stock for the Dividend Plan.
The purposes of the Dividend Plan are to provide shareholders with a
convenient and simple method of investing in additional shares of the
common stock of the Corporation without fees of any kind, and thereby,
acquire a greater proprietary interest in the Corporation.
Description of the Univest Dividend
Reinvestment and Stock Purchase Plan
The following description of the Univest Dividend Reinvestment and Stock
Purchase Plan is a summary of its terms. The full text of the Dividend
Plan is included herein as Exhibit "B."
Under the terms of the Dividend Plan, shares of the Corporation's common
stock will be purchased on behalf of shareholders who elect to participate
in the Dividend Plan.
Further, any shareholder who elects to have dividends reinvested under the
Dividend Plan may also elect to make optional cash payments to be used for
the purchase of the Corporation's common stock between $100 and $2,000 per
quarter.
With the amount of the participant's cash dividends and optional cash
payments credited to the participant's account on the dividend payment
date, the Corporation will purchase shares (including fractional shares) of
the Corporation's common stock for the participants. Shares may be
purchased from authorized but unissued (including treasury, if available)
common stock of the Corporation as agent, or on the over-the-counter market
by an independent stock purchasing agent, in the sole discretion of the
Corporation.
COMPENSATION AND ADDITIONAL INFORMATION
The following table sets forth, for the preceding three years, the
compensation which the Corporation and its subsidiaries paid to the five
highest paid executive officers whose compensation exceeded $100,000 during
1995.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards All Other
Options/ Compensation
Name and Principal Position Year Salary ($) Bonus ($) SARS (#) ($) [1]<F1>
Merrill S. Moyer 1995 $240,000 $69,000 9,100 $35,614
Chairman, President 1994 231,500 25,000 0 26,577
and CEO of the Corporation 1993 225,000 20,000 9,100 26,454
William S. Aichele 1995 $160,000 $36,800 5,000 18,580
Executive Vice President 1994 154,500 20,000 0 10,661
of the Corporation and 1993 150,009 15,000 4,600 10,538
President and CEO of Union
Norman L. Keller 1995 $137,000 $23,633 3,500 41,578
Executive Vice President 1994 137,000 5,000 0 34,110
of the Corporation and 1993 133,000 7,000 3,500 33,990
President and CEO of Pennview
Marvin A. Anders 1995 $123,500 $28,405 3,500 23,176
Vice Chairman of the 1994 120,000 12,000 0 16,660
Corporation and 1993 116,500 7,500 3,500 16,555
Executive Vice President
of Union
Wallace H. Bieler 1995 $106,000 $18,285 3,000 $15,999
Senior Vice President of 1994 101,500 12,000 0 10,153
the Corporation and 1993 98,500 8,500 2,000 10,063
Senior Vice President of
Union
<FN>
<F1> [1] The amount and type of "All Other Compensation" accrued in 1995
for each of the executives named above is as follows:
Named Executive Contribution
Supplemental
401k Pension Plan Other [2]<F2>
Merrill S. Moyer $9,240 $21,957 $4,417
William S. Aichele 9,240 6,041 3,299
Norman L. Keller 9,240 30,000 2,338
Marvin A. Anders 8,741 13,060 1,375
Wallace H. Bieler 7,516 7,108 1,375
<FN>
<F2>[2] Includes use of company car and personal tax preparation services.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
% of Total
Option/SARS Grant
Option/ Granted to Exercise or Date
SARS Employees in Base Price Expiration Present
Name Granted $ Fiscal Year ($/Sh) Date [1]<F1> Value $[2]<F2>
Merrill S. Moyer 9,100 20.8% $ 38.75 12/31/01 $58,604
Chairman, President and
CEO of the Corporation
William S. Aichele 5,000 11.4% 38.75 12/31/01 32,200
Executive Vice President of
the Corporation and
President & CEO of Union
Norman L. Keller 3,500 8.0% 38.75 12/31/01 22,540
Executive Vice President of
the Corporation and
President & CEO of Pennview
Marvin A. Anders 3,500 8.0% 38.75 12/31/01 22,540
Vice Chairman of the
Corporation and Executive
Vice President of Union
Wallace H. Bieler 3,000 6.8% 38.75 12/31/01 19,320
Senior Vice President of
the Corporation and Senior
Vice President of Union
<FN>
<F1>[1] Date of exercisability: One-third of grant becomes exercisable
on successive years beginning 1/1/98, except for Merrill S.
Moyer, one-half of grant becomes exercisable on successive
years beginning 1/1/97.
<F2>[2] Black-Scholes methodology was used for grant date valuation.
Assumptions include: Stock price $38.75; exercise price
$38.75; expected stock volatility .11; six-year term; risk-
free rate 5.24%; dividend yield 2.36%.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARS at Options/SARS at
FY-End (#) FY-End ($)
Shares Value
Acquired on Realized Exercisable/ Exercisable/
Name Exercise(#)[1]<F1> ($) Unexercisable Unexercisable
Merrill S. Moyer 0 0 0/18,200 0/34,125
Chairman, President and
CEO of the Corporation
William S. Aichele 0 0 0/9,600 0/17,250
Executive Vice President
of the Corporation and
President and CEO of Union
Norman L. Keller 0 0 0/7,500 0/15,000
Executive Vice President
of the Corporation and
President and CEO of Pennview
Marvin A. Anders 0 0 0/7,000 0/13,125
Vice Chairman of the
Corporation and
Executive Vice President
of Union
Wallace H. Bieler 0 0 0/5,000 0/7,500
Senior Vice President of
the Corporation and
Senior Vice President of
Union
<FN>
<F1>(1) There were no options exercised by Named Executives during
1995.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Executive compensation is determined by the Compensation Committee of
the Board of Directors (the "Committee"). The Committee is responsible
for setting the compensation level for the Chief Executive Officer and
setting and reviewing compensation levels for all other executive
officers of the Corporation. The Committee consists of four members
appointed by the Board: James L. Bergey, Charles H. Hoeflich, who
formerly served as Chairman of Univest Corporation, Thomas K. Leidy, and
Harold M. Mininger.
The Committee believes that it is important to reinforce its executive
compensation philosophy by using both short- and long-term incentive
compensation awards linking payouts directly to performance.
Compensation for Univest's senior executives is also designed to be
competitive with other comparable regional banking institutions and to
reward performance.
Base Salaries
An important objective of Univest's executive compensation program is to
attract and retain qualified management talent, and the level of base
salaries plays a key role in reaching this objective. In setting
executive salaries, the Committee uses competitive information derived
from a review of the appropriate regional marketplace, including formal
salary surveys and an analysis of comparator group norms. The final
determination of salary adjustments balances the objective of
maintaining competitive salaries with that of rewarding performance.
The salary paid to Mr. Merrill S. Moyer in 1995 was $240,000 compared
with $231,500 in 1994. The modest 3.7% increase in base salary is in
line with Univest's philosophy of minimizing base salary increases in
favor of variable compensation based on performance. Information from
outside consultants indicates that Mr. Moyer's salary is within
comparator group norms.
For the remaining named executive officers, base salaries were indicated
by outside consultants to be within comparator group norms. For this
group, base salary increases ranged up to 4.4%. The base salary
increases were modest in keeping with the emphasis on performance driven
compensation. Future base salary adjustments will continue to be based
on industry group norms as well as on Univest performance measures.
Annual Incentives
1995 marked the first year of executive participation in a formal annual
incentive plan which tied payouts directly to both corporate and
business unit results. The annual incentive plan is a key tool for the
Committee to manage executive compensation by recognizing performance
while minimizing salary increases. Annual incentive performance
measures included corporate return on asset performance as well as
team, unit, and group level operating performance goals.
With respect to performance, Return on Assets for 1995 was 1.33%,
reflecting continued strong financial performance. With respect to
payouts for 1995, the annual incentive amount paid to Mr. Moyer in 1995
was $69,000 or 28.8% of base salary. For the remaining senior
executives, payments ranged from $18,285 to $36,800 and were indicative
of the strong performance demonstrated by the company and the
individuals.
Long-Term Incentives
A Long-Term Incentive Plan was implemented in 1995 in order to promote
the long-term objectives of Univest, retain key executives, encourage
growth in shareholder value, and encourage management investment in the
Corporation. Compensation derived from long-term incentive awards was
therefore tied directly to the creation of shareholder value.
Participation in the Long-Term Incentive Plan is determined by the
Committee. The committee may grant either stock options or long-term
performance share awards to executives and other employees. These will
have value to the recipients only if shareholder value is created,
either in the form of stock price appreciation and/or the increased
ability of Univest to pay dividends on its stock.
For 1995, the Committee concluded stock option grants would provide the
most effective long-term incentive vehicle by focusing senior management
on stock performance through a greater potential for stock ownership.
The stock options granted to each of the named executives were
structured to provide for executive retention through a vesting schedule
of two- to six-years, with options vesting annually, commencing in the
second year after date of grant.
Future Award Determination
The Committee will continue to reassess Univest's executive compensation
program in order to ensure that it promotes the long-term objectives of
Univest, encourages growth in shareholder value, provides the
opportunity for management investment in the Corporation, and attracts
and retains top-level executives who will manage strategically in 1996
and beyond.
James L. Bergey
Charles H. Hoeflich
Thomas K. Leidy
Harold M. Mininger
NON-MANAGEMENT DIRECTOR COMPENSATION:
Each non-employee Director or Alternate Director is paid an annual
retainer fee of $6,500. Each non-employee Director or Alternate
Director receives a fee of $600 for each Board of Directors meeting of
Univest, Union, or Pennview which he attends. Only one fee is paid to
the Director or Alternate Director if these Boards meet on a concurrent
basis. Non-employee Directors who are members of the Executive
Committee or Loan Policy Committee of the Board of Directors receive a
fee of $525 for each meeting attended. Non-employee Directors or
Alternate Directors who attend other committees of the Board of
Directors receive a fee ranging from $300 to $400 for each meeting
attended.
RETIREMENT, SALARY CONTINUATION, AND DEFERRED SALARY SAVINGS PLANS:
All officers and employees of the Corporation and its subsidiaries
working 1,000 hours or more in a plan year will accrue a benefit in that
year and will be included in a nondiscriminatory retirement plan which
qualifies under the Internal Revenue Code. The plan is compulsory and
non-contributory. Although costs are not allocated on an individual
basis, 4.3% of the total remuneration of all plan participants,
calculated on an actuarial basis, was accrued during 1995. Benefits
vest when an officer or employee completes five years of service. In
addition, the Corporation maintains a non-qualified, unfunded plan, the
Supplemental Retirement Plan (the "Supplemental Retirement Plan"), which
provides retirement benefits to eligible employees. The table set forth
below illustrates the total combined estimated annual benefits payable
under the Univest Retirement Plan and the Supplemental Retirement Plan
to eligible salaried employees in hypothetical five (5) year average
salary and years of service classification (assuming retirement as of
January 1, 1996) are estimated as follows:
YEARS OF SERVICE
Highest
Consecutive
5-Year Avg.
Salary 20 25 30 35 40 45 50
$100,000 $32,117 $35,146 $38,176 $41,205 $43,705 $46,205 $48,705
150,000 49,617 54,521 59,426 64,330 68,080 71,830 75,580
200,000 67,117 73,896 80,676 87,455 92,455 97,455 102,455
250,000 84,617 93,271 101,926 110,580 116,830 123,080 129,330
300,000 102,117 112,646 123,176 133,705 141,205 148,705 156,205
The annual benefits are estimated on the basis of a straight life
annuity notwithstanding the availability of joint and survivor annuitant
and certain and continuous annuity options. Benefits are not subject to
reduction for Social Security benefits. For purposes of the plan
(assuming retirement at normal retirement date), Merrill S. Moyer,
William S. Aichele, Norman L. Keller, Marvin A. Anders, and Wallace H.
Bieler respectively, have thirty-six, forty-four, thirty, forty-seven, and
forty-five years of service. Certain groups of officers and employees
have other benefits for past service with now affiliated companies.
A salary continuation plan is provided for the individuals named in
the Summary Compensation Table and to certain other executive management
of the Corporation. The plan was established to provide pre- and post-
retirement death benefits. Additionally, retirement benefits are
payable upon the death, disability, or retirement of the individual
covered by the plan and are calculated as a percentage of base salary of
the individual adjusted for the cost of living. The retirement benefits
payable to the individual or the spouse of the individual are for a
minimum of ten (10) years and are determined in amount as of the
retirement date. The salary continuation plan is an unfunded promise to
pay to the named individuals which is subject to the substantial risk of
forfeiture, and the individual is not considered as vested pursuant to
the plan.
On an optional basis, all officers and employees who have attained
the age of 21 and have completed 12 months of service may participate in
a deferred salary savings plan. Participants may defer from 1% to 15%
of their salary. The corporation or its subsidiaries will make a
matching contribution of 50% of the first 6% of the participant's
salary. All contributions are invested via a trust. The corporation's
matching contributions, amounting to $100,263 are vested at 50% at the
end of two years, 75% at the end of three years, and 100% at the end of
four years. Benefit payments normally are made in connection with a
participant's retirement. The plan permits early withdrawal of the
money under certain circumstances. Under current Internal Revenue
Service regulations, the amount contributed to the plan and the earnings
on those contributions are not subject to Federal income tax until they
are withdrawn from the plan.
Compensation for Group Life Insurance premiums, hospitalization and
medical plans, and other personal benefits are provided to all full-time
employees and do not discriminate in favor of officers or directors of
the Corporation or its subsidiaries.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Union and Pennview had transactions with directors/officers of
UNIVEST or their associates, which comply with regulations of the
Comptroller of the Currency and the Federal Reserve System, involving
only normal risks which were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons and did not involve more than normal risk of collectibility or
present other unfavorable features.
During 1995, the Corporation and its subsidiaries paid $512,651 to
H. Mininger & Son, Inc. for building expansion projects which were in
the normal course of business on substantially the same terms as
available from others. H. Ray Mininger, Alternate Director, is
president of H. Mininger & Son, Inc.
The law firm of Brunner, Conver and Conver, in which Neil L.
Conver, a director of Pennview Savings Bank, is a partner, performs
legal services for Pennview Savings Bank in the ordinary course of
business. For the year ended December 31, 1995, fees received by
Brunner, Conver and Conver for services performed for Pennview Savings
Bank, amounted to less than 5% of the firm's gross revenues.
INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders are asked to ratify the action of the Board of
Directors in selecting Ernst & Young LLP as the independent certified
public accountant for the year 1996.
If the Shareholders do not ratify the selection of Ernst & Young
LLP, the selection of an independent certified public accountant will be
reconsidered and made by the Board of Directors.
It is understood that even if the selection is ratified, the Board
of Directors, in its discretion, may direct the appointment of a new
independent certified public accountant at any time during the year if
the Board determines that such a change would be in the best interests
of the Corporation and its shareholders.
A representative of Ernst & Young LLP is expected to be present at
the shareholders' meeting with the opportunity to make a statement if he
desires to do so and is expected to be available to respond to
appropriate questions.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*<F1>
AMONG UNIVEST CORPORATION OF PENNSYLVANIA,
NASDAQ COMPOSITE INDEX, AND NASDAQ BANKS INDEX
Name 1991 1992 1993 1994 1995
Univest Corporation 93 118 170 187 210
NASDAQ Stock Market - US 161 187 215 210 296
NASDAQ Banks 164 239 272 271 404
<FN>
<F1>*$100 INVESTED ON 12/31/90 IN STOCK OR INDEX - INCLUDING REINVESTMENT
OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.
The Stock Price Performance Graph shall not be deemed incorporated
by reference by any general statement incorporating by reference this
proxy statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that UNIVEST
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
DIRECTORS' MEETINGS AND COMMITTEES
UNIVEST's Board of Directors met thirteen times during 1995. All
members of Univest's Board serve as a nominating committee. It proposes
names for nomination for election or re-election to the Board.
The 1995 Audit Committee, consisting of Charles H. Hoeflich, Harold
M. Mininger, Jules Pearlstine, and John U. Young, all external directors
of the Corporation, met four times during 1995 to recommend the
selection of the independent certified public accountant, to discuss the
scope of activities of the independent certified public accountant, and
to review activities of the internal auditor.
SHAREHOLDER PROPOSALS
Proposals by shareholders which are intended to be presented at the
Corporation's 1997 annual meeting must be received by the Corporation no
later than November 12, 1996.
According to bylaws of the Corporation, a proposal for action to be
presented by any shareholder at an annual or special meeting of
shareholders shall be out of order unless specifically described in the
Corporation's notice to all shareholders of the meeting and the matters
to be acted upon thereat or unless the proposal shall have been
submitted in writing to the Chairman and received at the principal
executive offices of the Corporation at least 60 days prior to the date
of such meeting, and such proposal is, under law, an appropriate subject
for shareholder action.
OTHER BUSINESS
The Board of Directors and Management do not intend to present to
the meeting any business other than as stated above. They know of no
other business which may be presented to the meeting. If any matter
other than those included in this proxy statement is presented to the
meeting, the persons named in the accompanying proxy will have
discretionary authority to vote all proxies in accordance with their
best judgment.
SHAREHOLDERS ARE URGED TO SIGN THE ENCLOSED PROXY, SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS AND RETURN IT AT ONCE IN THE ENCLOSED
ENVELOPE. PROXIES WILL BE VOTED IN ACCORDANCE WITH SHAREHOLDERS'
DIRECTIONS. THE PROXY DOES NOT AFFECT THE RIGHT TO VOTE IN PERSON AT
THE MEETING AND MAY BE REVOKED PRIOR TO THE CALL FOR A VOTE.
By Order of the Board of Directors
Souderton, Pennsylvania
MERRILL S. MOYER
March 8, 1996 Chairman
ROBERT H. SCHONG
Secretary
EXHIBIT A
UNIVEST
1996 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
Introduction
Section 1.01 Establishment and Purpose of Plan. The Univest 1996
Employee Stock Purchase Plan ("Plan") is established to provide eligible
employees of Univest Corporation of Pennsylvania (the "Corporation"),
and its subsidiaries whose employees are permitted to participate in the
Plan, with an opportunity through payroll deductions to purchase common
stock of the Corporation and, thereby, acquire a proprietary interest in
the Corporation. It is believed that the Plan will stimulate employee
participation in ownership which will be to the mutual benefit of both
the Corporation and its employees.
Section 1.02 Internal Revenue Code Considerations. The Plan is
intended to constitute an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended
("Code"). The provisions of the Plan shall be construed so as to extend
and limit participation in a manner consistent with the requirements of
that section of the Code.
ARTICLE II
Definitions
Whenever used herein, the following words and phrases shall have
the meaning stated below unless a different meaning is plainly required
by the context.
Section 2.01 "Administrative Committee" means the committee
appointed by the Board of Directors to administer the Plan, as provided
in Section 8.03 hereof.
Section 2.02 "Board of Directors" means the Board of Directors of
the Corporation.
Section 2.03 "Bulletin Board" means an automated quotation system
for OTC securities under Section 17(b) of the Securities Exchange Act of
1934 operated by the National Association of Securities Dealers, Inc.
Section 2.04 "Code" means the Internal Revenue Code of 1986, as
amended, and any successor statute of similar nature. References to
specific sections of the Code shall be taken to be references to
corresponding sections of any successor statute.
Section 2.05 "Compensation" with respect to any Employee means the
total regular salary or wages paid, during the period of reference, to
an Employee by an Employer. For purpose of this Section, the
determination of Compensation shall be made by:
(a) excluding reimbursements or other expense allowances,
fringe benefits (cash or non-cash), moving expenses, deferred
compensation and welfare benefits;
(b) excluding overtime, bonuses and commissions; and
(c) including amounts which are contributed by an Employer
pursuant to a salary reduction agreement under any Code Section 125 or
401(k) plan sponsored by the Employer.
Section 2.06 "Continuous Service" means the designated period of
time immediately preceding the Offering Date during which the Employee
has been employed by an Employer and during which there has been no
interruption of the Employee's employment with the Employer. For this
purpose, periods of Excused Absence shall not be considered to be
interruptions of Continuous Service.
Section 2.07 "Corporation" means Univest Corporation of
Pennsylvania.
Section 2.08 "Custodian" means the Trust Department of Union
National Bank and Trust Company of Souderton or such other entity
appointed by the Board of Directors.
Section 2.09 "Eligible Employee" means each individual who, on an
Offering Date is:
(a) An Employee of an Employer; and
(b) Has completed with the Employer at least one (1) year of
Continuous Service or has been employed at least two (2) years.
Notwithstanding the foregoing to the contrary, any individual who is
deemed for purposes of Section 423(b)(3) of the Code to own stock
possessing five percent (5%) or more of the total combined voting power
or value of all classes of stock of an Employer or of its parent or
subsidiary corporation shall not be eligible to participate in the Plan.
Section 2.10 "Employee" means each individual employed by an
Employer.
Section 2.11 "Employer" means the Corporation and any current or
future parent and/or subsidiary corporation as defined in Sections
424(e) and 424(f) of the Code that, with the consent of the Board of
Directors, is permitted to have its employees become participants
herein.
Section 2.12 "Enrollment Form" means the instrument prescribed by
the Administrative Committee pursuant to which an Eligible Employee
enrolls to be a Participant in the Plan.
Section 2.13 "Exchange Act" means the Securities Exchange Act of
1934, as amended.
Section 2.14 "Excused Absence" means absence pursuant to a leave
of absence granted by an Employer, absence due to disability or illness,
absence by reason of a layoff, or absence by reason of active duty in
the armed forces of the United States. In no event may an Excused
Absence exceed twelve (12) weeks in length (or, if longer and if
applicable, the period of the individual's active duty in the armed
forces of the United States and such period thereafter as such
individual's right to reemployment by the Employer is protected by law),
and any absence shall cease to be an Excused Absence upon the earlier of
(i) the last day of the calendar month in which the duration of the
absence reaches twelve (12) weeks or (ii) the last day of the calendar
month in which the leave expires by its terms, the layoff ends by recall
or permanent separation from service, or recovery from illness or
disability occurs.
Section 2.15 "Exercise Date" means the first business day of each
calendar quarter during which the Plan is in effect.
Section 2.16 "Market Value" means the closing sale price on the
date in question of a share of Stock on the principal United States
securities exchange registered under the Exchange Act on which such
Stock is listed, or if such Stock is not listed on any exchange, the
last sale price of a share of Stock as quoted by the Bulletin Board on
the date in question, or if no such quotations are available, the fair
market value on the date in question of a share of Stock shall be
determined by the Administrative Committee in good faith.
Section 2.17 "Offering" means the offering of shares of Stock
under the Plan.
Section 2.18 "Offering Date" means May 16, 1996 and the second
business day of each calendar quarter during which the Plan is in
effect.
Section 2.19 "Offering Period" means the period beginning on the
Offering Date and ending on the Exercise Date.
Section 2.20 "Participant" means each Eligible Employee who elects
to participate in the Plan through the execution of an Enrollment Form.
Section 2.21 "Plan" means the Univest 1996 Employee Stock Purchase
Plan, as the same is set forth herein and may hereafter be amended.
Section 2.22 "Stock" means the common stock of the Corporation.
Section 2.23 "Stock Purchase Account" means a non-interest bearing
account consisting of all amounts withheld from a Participant's
Compensation for the purpose of purchasing shares of Stock for such
Participant under the Plan reduced by all amounts applied to the
purchase of Stock for such Participant under the Plan. The amounts
withheld shall be deposited with the general funds of the Corporation
and may be used by the Corporation for any corporate purpose. No
interest shall be paid or payable with respect to any amount held in a
Participant's Stock Purchase Account.
ARTICLE III
Participation
Section 3.01 Initial Participation. Any Employee who is an
Eligible Employee on an Offering Date shall become a Participant in the
Offering Period that begins on that Offering Date by executing and
delivering to the Administrative Committee an Enrollment Form on or no
more than thirty (30) days prior to that Offering Date. An Eligible
Employee who does not timely execute and deliver an Enrollment Form for
an Offering Period shall not participate in the Plan for that Offering
Period or for any subsequent Offering Period unless such Eligible
Employee executes and delivers a timely Enrollment Form for a subsequent
Offering Period.
Section 3.02 Continued Participation. A Participant shall
automatically participate in each successive Offering Period until such
time as such Participant's participation is ended as provided herein. A
Participant is not required to file any additional Enrollment Forms for
subsequent Offering Periods in order to continue to participate in the
Plan.
Section 3.03 Voluntary Discontinuance of Participation. Any
Participant may voluntarily withdraw from the Plan by executing and
delivering a notice of withdrawal with the Administrative Committee.
The withdrawal shall be effective upon receipt, except that any
withdrawal received on an Exercise Date will be effective on the next
day. The amount, if any, standing to the Participant's credit in his
Stock Purchase Account shall be refunded to the Participant within
thirty (30) days of the date of withdrawal.
Section 3.04 Automatic Discontinuance of Participation. If a
Participant ceases to be an Eligible Employee, the Participant's partici-
pation in the Plan shall immediately end, except that if such date is
the Exercise Date, the withdrawal shall be effective on the next day.
The amount, if any, standing to the Participant's credit in his Stock
Purchase Account shall be refunded to the Participant within thirty (30)
days of the date of withdrawal.
Section 3.05 Readmission to Participation. Any Employee who has
previously been a Participant, whose participation has been
discontinued, and who desires to be reinstated as a Participant, may
again become a Participant by executing and delivering to the
Administrative Committee an Enrollment Form on or no more than thirty
(30) days prior to any Offering Date, and in such event, the Employee
shall again become a Participant on that Offering Date. The Employee
may not resume participation in the Plan during the Offering Period in
which his participation ended.
ARTICLE IV
Stock Purchase
Section 4.01 Reservation of Shares. There shall be 250,000 shares
of Stock reserved for the Plan. Subject to adjustment in accordance
with the anti-dilution provisions hereinafter set forth in Section 5.02,
the aggregate number of shares that may be purchased under the Plan
shall not exceed the number of shares reserved for the Plan. The shares
of Stock may be (i) treasury or newly issued shares of the Corporation
or (ii) purchased by the Corporation on the open market.
Section 4.02 Grant of Option. On each Offering Date, an option
shall be given to each Participant to purchase that number of shares of
Stock arrived at by dividing the total amount of the Participant's
expected payroll deductions during the Offering Period (determined by
multiplying the payroll deductions withheld during the first pay period
of the Offering Period by the number of pay periods during the Offering
Period) by the fair market value of the shares of Stock on that date as
determined by the Administrative Committee.
Section 4.03 Limitation on Shares Available. The maximum number
of shares of Stock that may be purchased for each Participant on an
Exercise Date is the lesser of (i) the maximum number of shares which
the Participant may purchase under Section 4.02, (ii) the number of
shares of Stock that can be purchased by applying the full balance of
the Participant's Stock Purchase Account to such purchase of shares at
the Purchase Price (as hereinafter determined) or (iii) the
Participant's proportionate part of the maximum number of shares of
Stock available within the limitation established by the maximum
aggregate number of such shares reserved for the Plan, as stated in
Section 4.01 hereof. Notwithstanding the foregoing, if any person
entitled to purchase shares pursuant to any Offering hereunder would be
deemed for the purposes of Section 423(b) (3) of the Code to own stock
(including any number of shares that such person would be entitled to
purchase hereunder) possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of an Employer,
the maximum number of shares that such person shall be entitled to
purchase pursuant to the Plan shall be reduced to that number which,
when added to the number of shares of Stock that such person is so
deemed to own (excluding any number of shares that such person would be
entitled to purchase hereunder), is one less than such five percent
(5%). Any portion of a Participant's Stock Purchase Account that cannot
be applied by reason of the foregoing limitation shall remain in the
Participant's Stock Purchase Account for application to the purchase of
Stock in the next Offering (unless properly withdrawn).
Section 4.04 Purchase Price of Shares. The Purchase Price at
which shares of Stock shall be sold in any Offering under the Plan shall
be set by the Administrative Committee; provided, however, that the
purchase price shall not be less than eighty-five percent (85%) of the
lesser of (i) the Market Value of the shares of Stock on the first
business day in the Offering Period, or (ii) the Market Value of the
shares of Stock on the last business day of such Offering Period.
Unless otherwise provided by the Administrative Committee, prior to the
commencement of an Offering Period, the purchase price for the Offering
Period shall be eighty-five percent (85%) of the lesser of (i) the fair
market value of the shares of Stock, as determined by the Administrative
Committee on the first business day in the Offering Period or (ii) the
fair market value of the shares of Stock, as determined by the
Administrative Committee, on the last business day of such Offering
Period, plus any transfer or other fees imposed on the transaction
pursuant to which such share of Stock is purchased. In no event shall
the Purchase Price be less than the par value of the Stock.
Section 4.05 Exercise of Purchase Privilege.
(a) Subject to the provisions of Section 4.03 and of
paragraph (b) of this Section 4.05, if on any Exercise Date there is an
amount standing to the credit of the Participant in the Participant's
Stock Purchase Account, there shall be purchased for the Participant at
such Purchase Price the shares of Stock as can be purchased with the
amount then standing to the Participant's credit in the Stock Purchase
Account. Each such purchase shall be deemed to have occurred on the
Exercise Date occurring at the close of the Offering Period for which
the purchase was made.
(b) As determined in accordance with Section 423(b)(8) of the
Code, no Participant shall be granted an option which permits his or her
rights to purchase shares of Stock under this Plan and any similar plans
of the Employer to accrue at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) of fair market value of such shares (determined at the
time such option is granted) for each calendar year in which such option
is outstanding any time.
Section 4.06 Establishment of Stock Purchase Account.
(a) Payroll Deductions. Each Participant shall authorize
payroll deductions from Compensation for the purpose of funding his
Stock Purchase Account. In the Enrollment Form, each Participant shall
authorize a deduction from each payment of his Compensation, which
deduction shall not be more than ten percent (10%) of the gross amount
of such payment, rounded to the next highest whole dollar amount. The
minimum deduction for a Participant is two percent (2%) per paycheck.
Payroll deductions shall commence on the first pay day during the
Offering Period and shall continue to the end of the Offering Period
unless sooner altered or terminated as provided in the Plan.
(b) Change in Payroll Deduction Rate. A Participant may
decrease (but not increase) the rate of payroll deductions during an
Offering Period by filing with the Corporation a new authorization for
payroll deductions, in which case the new rate shall become effective
within fifteen (15) business days after the Corporation's receipt of the
authorization. Such change in the rate of payroll deductions may be
made at any time during an Offering Period, but not more than one change
may be made in any Offering Period. A Participant may increase or
decrease the rate of payroll deductions for any subsequent Offering
Period by filing with the Corporation a new Enrollment Form on or prior
to the Offering Date with respect to such subsequent Offering Period.
Section 4.07 Payment for Stock. The Purchase Price for all shares
of Stock purchased by a Participant under the Plan shall be paid out of
the Participant's Stock Purchase Account. As of each Exercise Date, the
amount standing to the credit of each Participant in the Stock Purchase
Account on the Exercise Date for the Offering that expires on such
Exercise Date shall be charged with the aggregate Purchase Price of the
shares of Stock purchased by such Participant on the Exercise Date. The
remaining balance standing to the Participant's credit in the Stock
Purchase Account shall remain credited to such Stock Purchase Account
for the next succeeding Offering under the Plan, if any, and, if none,
shall be refunded to the Participant within thirty (30) days of the
Exercise Date. No interest shall be paid or payable with respect to any
amount held in the Participant's Stock Purchase Account.
Section 4.08 Share Ownership. The shares of Stock purchased by a
Participant on an Exercise Date shall, for all purposes, be deemed to
have been issued and/or sold at the close of business on such Exercise
Date. Prior to that time, none of the rights or privileges of a
shareholder of the Corporation shall inure to the Participant with
respect to such shares. Shares of Stock purchased under the Plan shall
be registered in the name of the Custodian or its nominee as agent for
Participants, credited to an account established for each Participant as
appropriate, and held by the Custodian. Each Participant's account will
be credited with that number of shares, including fractions computed to
four (4) decimal places. If declared and paid, dividends will be paid
on all shares of Stock held in each Participant's account. Unless
otherwise directed by the Participant, all dividends paid with respect
to shares of Stock held in the Participant's account will automatically
be invested pursuant to the Univest Dividend Reinvestment and Stock
Purchase Plan.
Section 4.09 Issuance of Certificates to a Participant. Upon a
Participant ceasing to be a Participant in the Plan, the Corporation
shall issue certificates for shares held by the Custodian for the
Participant and deliver such certificates to the Participant within
thirty (30) days of the Participant's withdrawal from the Plan. The
Corporation will not issue certificates for fractional shares. Any
fractional shares will be paid for in cash by the Corporation upon a
Participant's withdrawal. The cash payment for any fractional share
shall be based on the last sale price of the Stock as quoted by the
Bulletin Board on the next business day on which the Stock is trading
following the day on which the withdrawal request is effectively
processed by the Corporation.
ARTICLE V
Special Adjustments
Section 5.01 Shares Unavailable. If, on any Exercise Date, the
aggregate funds available for the purchase of Stock would purchase a
number of shares in excess of the number of shares then available for
purchase under the Plan, the following events shall occur:
(a) The number of shares that would otherwise be purchased by
each Participant shall be proportionately reduced on the Exercise Date
in order to eliminate such excess;
(b) The Plan shall automatically terminate immediately after
the Exercise Date as of which the supply of available shares is
exhausted; and
(c) Any amount remaining in the Stock Purchase Account of
each of the Participants shall be repaid or produced within thirty (30)
days.
Section 5.02 Anti-Dilution Provisions. The aggregate number of
shares of Stock reserved for purchase under the Plan, as hereinabove
provided, and the calculation of the Purchase Price per share may be
appropriately adjusted to reflect any increase or decrease in the number
of issued shares of Stock resulting from a subdivision or consolidation
of shares or other capital adjustment, or the payment of a stock
dividend, or other increase or decrease in such shares, if effected
without receipt of consideration by the Corporation. Any such
adjustment shall be made by the Administrative Committee acting with the
consent of, and subject to the approval of, the Board of Directors.
Section 5.03 Effect of Certain Transactions. Subject to any
required action by the shareholders, if the Corporation shall be the
surviving or resulting corporation in any merger or consolidation, any
Offering hereunder shall pertain to and apply to the shares of Stock of
the Corporation. However, in the event of a dissolution or liquidation
of the Corporation, or of a merger or consolidation in which the
Corporation is not the surviving or resulting corporation, the Plan and
any Offering hereunder shall terminate upon the effective date of such
dissolution, liquidation, merger or consolidation, and the balance then
standing to the credit of each Participant in the Stock Purchase Account
shall be returned to the Participant.
ARTICLE VI
Restrictions on Participants
Subject to Short-Swing Profit Rules
Notwithstanding any provision of this Plan to the contrary, with
respect to Participants subject to Section 16 of the Exchange Act, all
transactions in shares of Stock must be transacted in accordance with
Section 16 of the Exchange Act and the rules promulgated thereunder. To
the extent any provision of the Plan or action by the Administrative
Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Administrative
Committee. Moreover, in the event the Plan does not include a provision
required by Rule 16b-3 to be stated therein, such provision shall be
deemed automatically to be incorporated by reference into the Plan.
ARTICLE VII
Approval of Stockholders
This Plan shall be subject to approval by the holders of the
common stock of the Corporation at a duly called meeting of the
stockholders, which approval must occur within the period ending twelve
(12) months after the date on which this Plan was adopted by the Board
of Directors.
SECTION VIII
Miscellaneous
Section 8.01 Non-Alienation. The right to purchase shares of
Stock under the Plan is personal to the Participant, is exercisable only
by the Participant during the Participant's lifetime while employed,
except as hereinafter set forth, and may not be assigned or otherwise
transferred by the Participant. Notwithstanding the foregoing, there
shall be delivered to the executor, administrator or other personal
representative of a deceased Participant such shares of Stock and such
residual balance as may remain in the Participant's Stock Purchase
Account as of the time the Corporation becomes aware of the
Participant's death, including shares of Stock purchased as of that date
or prior thereto with moneys withheld from the Participant's
Compensation.
Section 8.02 Administrative Costs. The Corporation shall pay all
administrative expenses associated with the operation of the Plan. No
administrative charges shall be levied against the Stock Purchase
Accounts of the Participants.
Section 8.03 Administrative Committee. The Board of Directors
shall appoint an Administrative Committee, which shall have the
authority and power to administer the Plan and to make, adopt, construe,
and enforce rules and regulations not inconsistent with the provisions
of the Plan. Each member of the Administrative Committee shall be a
"disinterested person," as such term is defined in Rule 16b-3 under the
Exchange Act. The Administrative Committee shall adopt and prescribe the
contents of all forms required in connection with the administration of
the Plan, including, but not limited to, the Enrollment Form, payroll
withholding authorizations, withdrawal documents, and all other notices
required hereunder. The Administrative Committee shall have the fullest
discretion permissible under law in the discharge of its duties. The
Administrative Committee's interpretations and decisions in respect of
the Plan, the rules and regulations pursuant to which it is operated,
and the rights of Participants hereunder shall be final and conclusive.
Section 8.04 Amendment of the Plan. The Board of Directors may,
at any time and from time to time, amend the Plan in any respect, except
that no amendment may accomplish any of the following without the
approval of the Corporation's shareholders:
(a) increase the number of shares reserved for purposes of
the Plan; or
(b) allow any person who is not an Eligible Employee to
become a Participant.
Section 8.05 Repurchase of Stock. The Corporation shall not be
required to purchase or repurchase from any Participant any of the
shares of Stock that the Participant acquired under the Plan.
Section 8.06 Notice. An Enrollment Form and any notice that a
Participant files pursuant to the Plan shall be on the form prescribed
by the Administrative Committee and shall be effective only when
received by the Administrative Committee. Delivery of such forms may be
made by hand or by certified mail, sent postage prepaid, to Univest
Corporation of Pennsylvania, Univest Plaza, Broad and Main Streets,
Souderton, PA 18964, Attention: Chairman of the Administrative
Committee of the Univest 1996 Employee Stock Purchase Plan. Delivery by
any other mechanism shall be deemed effective at the option and
discretion of the Administrative Committee.
Section 8.07 Government Regulation. The Corporation's obligation
to sell and to deliver the Stock under the Plan is at all times subject
to all approvals of any governmental authority required in connection
with the authorization, issuance, sale or delivery of such Stock.
Section 8.08 Headings, Captions, Gender. The headings and
captions herein are for convenience of reference only and shall not be
considered as part of the text. The masculine shall include the
feminine, and vice versa.
Section 8.09 Severability of Provisions; Prevailing Law. The
provisions of the Plan shall be deemed severable. In the event any such
provision is determined to be unlawful or unenforceable by a court of
competent jurisdiction or by reason of a change in an applicable
statute, the Plan shall continue to exist as though such provision had
never been included therein (or, in the case of a change in an
applicable statute, had been deleted as of the date of such change).
The Plan shall be governed by the laws of the Commonwealth of
Pennsylvania, to the extent such laws are not in conflict with, or
superseded by, federal law.
Section 8.10 Right to Terminate Employment. Nothing in the Plan
or any agreement entered into pursuant to the Plan shall confer upon any
Employee the right to continue in the employment of the Corporation or
any subsidiary or affect any right which the Corporation or any
subsidiary may have to terminate the employment of such Employee.
EXHIBIT B
UNIVEST
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
500,000 Shares of Common Stock (Par Value $5.00)
ARTICLE I
Establishment and Purpose of the Plan
The "dividend reinvestment and stock purchase plan" established
hereby shall be known as the Univest Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The purpose of the Plan is to provide the
holders of record and certain beneficial owners of the common stock
("Common Stock") of Univest Corporation of Pennsylvania (the
"Corporation") with a method of investing cash dividends and optional
cash payments in additional shares of Common Stock.
ARTICLE II
Administration
Section 2.01 Administrator. The Trust Department of Union
National Bank and Trust Company of Souderton or such other entity
appointed by the Corporation (the "Administrator") shall administer the
Plan for participants, keep records, send quarterly statements of
accounts to participants and perform other administrative duties
relating to the Plan.
Section 2.02 Interpretation. The Corporation shall have the
authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, and to make all other determinations
deemed necessary or advisable in administering the Plan, including those
necessary to prevent any abuse.
Section 2.03 Communications. Any notices, questions or
correspondence relating to the Plan shall include the participant's
account number and tax identification number and shall be addressed to
the Administrator at its designated place of business. For example:
Union National Bank and Trust Company of Souderton, Plan Administrator
of the Univest Dividend Reinvestment and Stock Purchase Plan, Univest
Plaza, Broad and Main Streets, Souderton, PA 18964, Attention: Trust
Department.
Section 2.04 Defined Terms. Whenever used herein, the following
words and phrases shall have the meaning stated below unless a different
meaning is plainly required by the context:
(a) "Authorization Form" means the form provided to a
shareholder to participate in the Plan.
(b) "Bulletin Board" means an automated quotation system for
OTC equities under Section 17(b) of the Securities Exchange Act of 1934
operated by the National Association of Security Dealers, Inc.
(c) "Investment Date" means the date on which the dividend
payment is made (customarily, the dividend payment date has been the
first business day of January, April, July and October).
(d) "Market Value" means for purposes of this Plan, (i) where
Common Stock is purchased in the open market or in negotiated
transactions for the Plan, the average price actually paid for the
shares (excluding brokerage commissions, if any) at the time such shares
are purchased, or (ii) where treasury or authorized and unissued Common
Stock is used, the average of the lowest bid and asked prices per share
for the ten (10) trading days preceding the relevant Investment Date as
reported by one or more firms selected by the Administrator.
ARTICLE III
Eligibility
All holders of record of shares of Common Stock are eligible to
participate in the Plan. To be eligible for participation in the Plan,
beneficial owners of shares of Common Stock whose shares are registered
in names other than their own must become shareholders of record by
having the shares transferred into their names, or they may request
their holders of record to participate on their behalf.
ARTICLE IV
Election
Section 4.01 Participation Election. A shareholder may begin
participation in the Plan at any time by executing and returning an
Authorization Form to the Administrator. The Administrator shall
provide a shareholder with an Authorization Form upon his request. A
shareholder may elect to have the dividends on all or any portion of his
shares reinvested under the Plan. An Authorization Form must be
received at least five (5) business days before a dividend record date
in order for the dividends payable to the shareholder to be reinvested
in the Corporation's Common Stock under the Plan. Otherwise,
reinvestment will begin as of the next following Investment Date.
Section 4.02 Reinvestment of Dividends. If a shareholder elects
to participate in the Plan, the Corporation shall apply all of the
participating shareholder's cash dividends on shares held by the
participant subject to the Plan to the participant's account under the
Plan to the purchase of additional shares of Common Stock. All cash
dividends shall be invested at the price set forth in Section 5.02
below.
Section 4.03 Optional Cash Payments. Any shareholder who elects
to have dividends reinvested under the Plan may also elect to make
optional cash payments to be used for the purchase of Common Stock. If
a shareholder elects to participate in the optional cash feature of the
Plan, he may elect to contribute an optional payment in an amount not to
exceed $2,000 per quarter. In any given quarter, optional cash payments
must be at least $100 per payment. Checks and money orders shall be
made payable to the Administrator (for example, Union National Bank and
Trust Company of Souderton, Plan Administrator of the Univest Dividend
Reinvestment and Stock Purchase Plan), and include the participant's
account number and tax identification number. No interest will be paid
on optional cash payments held by the Plan Administrator.
Section 4.04 Investment of Optional Cash Payments. Optional cash
payments will be used to purchase additional shares of the Corporation's
Common Stock which will be credited to the participant's account. All
optional cash payments will be invested at the price set forth in
Section 5.02 below. For investment of an optional cash payment to occur
on a particular Investment Date, the optional cash payment must be
received (and if by check or draft, receipt means cleared) by the
Administrator no earlier than ten (10) and no later than two (2) days
prior to the corresponding Investment Date.
ARTICLE V
Purchase of Shares
Section 5.01 Purchase of Common Stock. With the amount of the
participant's cash dividends and optional cash payments credited to the
participant's account on the Investment Date, the Corporation shall
purchase shares of Common Stock for participants through the Plan as
soon as reasonably practicable after the Investment Date, but not more
than thirty (30) days after such date, except where completion at a
later date is necessary or advisable under any applicable securities
laws. Shares may be purchased from authorized but unissued (including
treasury, if available) Common Stock by the Corporation as agent, or on
the over-the-counter market by an independent stock purchasing agent, in
the sole discretion of the Corporation. Each participant's account will
be credited with that number of shares, including fractions computed to
four (4) decimal places, equal to the total amount of cash dividends and
optional cash payments invested, divided by the purchase price. Five
Hundred Thousand (500,000) shares of Common Stock (par value $5.00) are
reserved for the Plan.
Section 5.02 Purchase Price. The purchase price per share of
Common Stock purchased with reinvested dividends and optional cash
payments pursuant to the Plan after any Investment Date will be equal to
its Market Value.
Section 5.03 Dividends. Participants will be credited with
dividends on fractions of shares held in their Plan accounts.
ARTICLE VI
Expenses
All costs of administration of the Plan shall be paid by the
Corporation. No brokerage commissions or other charges shall be
assessed against participants with respect to purchases of Common Stock
under the Plan. Any participant who requests that the Corporation sell
shares of Common Stock held in the participant's account in the Plan
will be assessed a service fee as determined by the Corporation from
time to time along with any brokerage fees incurred in connection with
such sale.
ARTICLE VII
Issuance of Certificates
Section 7.01 Registration. Shares of Common Stock purchased
under the Plan shall be registered in the name of the Administrator or
its nominee as agent for participants in the Plan, credited to the
account of each participant as appropriate, and held by the
Administrator.
Section 7.02 Certificates. The Corporation shall issue
certificates for shares credited to a participant's account upon the
participant's written request. Such shares shall then be issued to the
participant and withdrawn from his account under the Plan. The
Corporation will not issue certificates for fractions of shares.
Section 7.03 Assignment. Shares credited to the account of a
participant may not be pledged or assigned, and any such purported
pledge or assignment shall be void. If a participant desires to pledge
or assign such shares, he must request that a certificate for such
shares be issued in his name.
ARTICLE VIII
Withdrawal and Termination
Section 8.01 Notice. A participant must notify the Administrator
in writing of his intent to withdraw from the Plan. Upon a
participant's withdrawal from the Plan or upon termination of the Plan,
certificates for whole shares of Common Stock credited to a
participant's account will be issued and cash payments will be made for
fractional shares of Common Stock.
Section 8.02 Effective Date. A participant may withdraw all or a
portion of his account from the Plan at any time. If the request to
withdraw is received at least five (5) business days before a dividend
record date, such request shall be processed effective on the day
following receipt of the request by the Administrator. However, if the
request to withdraw is received by the Administrator less than five (5)
business days before a dividend record date, dividends shall be
reinvested for the participant's account. The request for withdrawal
will then be processed as promptly as possible following the Investment
Date. All subsequent dividends shall be paid in cash to the former
participant unless the participant re-enrolls in the Plan, which the
participant may as set forth in Section 4.01.
Section 8.03 Disposition of Shares. If a participant disposes of
shares of Common Stock registered in his name, the dividends on the
shares credited to his account under the Plan shall continue to be
reinvested until he notifies the Corporation that he wishes to terminate
his participation in the Plan. If a participant reinvests the dividends
on all of the shares registered in his name and he disposes of a portion
of such shares, the Corporation shall continue to reinvest the dividends
on the remainder of the shares registered in his name. If a participant
is reinvesting the cash dividends on part of the shares registered in
his name and he disposes of a portion of such shares, the Corporation
shall continue to reinvest the dividends on the remainder of the shares
up to the number of shares last indicated on his Authorization Form.
Section 8.04 Fractional Shares. Any fractional shares shall be
paid for in cash by the Administrator upon a participant's withdrawal.
The cash payment for any fractional share shall be based on the last
sale price of the Common Stock as quoted by the Bulletin Board on the
next business day on which the Common Stock is trading following the day
on which the withdrawal request is effectively processed by the
Administrator.
ARTICLE IX
Stock Dividends and Stock Splits
Any share of Common Stock distributed by the Corporation as a stock
dividend on shares of Corporation Common Stock credited to an account
under the Plan, or upon any split of such stock, shall be credited to
the account. Stock dividends or splits distributed on all other shares
held by a participant and registered in a participant's own name shall
be mailed directly to the participant. In the event that the
Corporation makes available to its holders of Common Stock rights to
subscribe to additional shares, debentures, or other securities, the
shares credited to an account under the Plan shall be added to other
shares held by the participant in calculating the number of rights to be
issued to such participant.
ARTICLE X
Voting
Each participant shall have the sole right to vote shares purchased
for such participant which are held by the Administrator under the Plan
on the dividend record date for a vote. Participants under the Plan who
are registered holders of the Corporation's Common Stock will receive
only one proxy which will include any shares credited to an account
under the Plan.
ARTICLE XI
Reports
Section 11.01 Statements. A statement describing any dividends
invested, the number of shares of Common Stock purchased, the price per
share, and the total shares of Common Stock accumulated under the Plan
shall be mailed to each participant by the Administrator as soon as
practicable after completion of each investment for a participant's
account.
Section 11.02 Income Tax Reporting. Dividends paid on the
accumulated shares, and fees and brokerage commissions paid on each
participant's behalf by the Corporation, shall be included in the Form
1099 DIV information return (or replacement form) to the Internal
Revenue Service.
Section 11.03 Communications. Each participant shall receive a
copy of each communication sent generally to holders of Common Stock.
ARTICLE XII
Amendment and Termination
Section 12.01 Amendment and Termination. The Board of Directors
of the Corporation may, at any time and from time to time, suspend,
terminate, modify or amend the Plan, including, but not limited to, the
period between dividend record date and the Investment Date.
Section 12.02 Notice to Participants. The Corporation shall
notify each participant of any suspension, termination, modification or
amendment of the Plan.
Section 12.03 Participation. The Corporation reserves the right
to terminate any participant's participation in the Plan at any time.
ARTICLE XIII
Miscellaneous
Section 13.01 No Liability. Neither the Corporation nor the
Administrator shall be liable for any act taken in good faith or for any
good faith omission to act, including, without limitation, any claims of
liability (i) arising out of failure to terminate a participant's
account upon their death; (ii) with respect to the prices at which
shares of the Corporation's Common Stock are purchased or sold, the
times when or the manner in which such purchases or sales were made, the
decision whether to purchase such shares of Common Stock on the open
market or from the Corporation, fluctuations in the market value of the
Common Stock; and (iii) any matters relating to the operation or
management of the Plan.
Section 13.02 Federal Income Tax. For federal income tax
purposes, participants shall be treated as having received, on each
dividend payment date, the full amount of the cash dividend for that
dividend date, even though the dividends are not actually received in
cash, but instead are applied to the purchase of shares for their
account.
Section 13.03 Withholding. The Corporation shall comply with all
applicable income tax withholding requirements.
Section 13.04 Repurchase of Stock. The Corporation shall not be
required to purchase or repurchase from any participant any of the
shares of Common Stock that the participant acquired under the Plan.
Section 13.05 Government Regulation. The Corporation's obligation
to sell and to deliver the Stock under the Plan is at all times subject
to all approvals of any governmental authority required in connection
with the authorization, issuance, sale or delivery of such Stock.
Section 13.06 Headings, Captions, Gender. The headings and
captions herein are for convenience of reference only and shall not be
considered as part of the text. The masculine shall include the
feminine, and vice versa.
Section 13.07 Severability of Provisions; Prevailing Law. The
provisions of the Plan shall be deemed severable. In the event any such
provision is determined to be unlawful or unenforceable by a court of
competent jurisdiction or by reason of a change in an applicable
statute, the Plan shall continue to exist as though such provision had
never been included therein (or, in the case of a change in an
applicable statute, had been deleted as of the date of such change).
The Plan shall be governed by the laws of the Commonwealth of
Pennsylvania, to the extent such laws are not in conflict with, or
superseded by, federal law.
UNIVEST
CORPORATION OF PENNSYLVANIA
Broad & Main Streets, Souderton, Pennsylvania 18964
PROXY
and Voting Instruction Card
UNIVEST'S DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1, 2, 3, 4, and 5.
For Withheld For Withheld For Against
1.Election of Four [ ] [ ] 2.Election of three [ ] [ ] 3.Approval of [ ][ ]
Class III Directors Alternate Directors the Employee Stock
R. Lee Delp, Norman G. William S. Aichele, Purchase Plan
Good,Harold M. Mininger, Clair W. Clemens, reserving 250,000
P. Gregory Shelly H.Ray Mininger shares for issuance
under the plan.
FOR, EXCEPT VOTE WITHHELD FOR, EXCEPT VOTE WITHHELD
FOLLOWING NOMINEE(S): FOLLOWING NOMINEE(S):
______________________________ _____________________________
4. Approval of the Dividend Reinvest 5.Selection of Ernst & Young LLP
and Stock Purchase Plan reserving as Independent Certified Public
500,000 shares for issuance under Accountant for 1996
the Plan.
For Against For Against
[ ] [ ] [ ] [ ]
Signature(s): _________________ ______________________ ___________________
(Date)
NOTE: Please sign as name(s) appear hereon. Give full title if signing for a
corporation, partnership, or as attorney, agent, or in another
representative capacity.
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FOLD AND DETACH HERE
UNIVEST
CORPORATION OF PENNSYLVANIA
Broad & Main Streets, Souderton, Pennsylvania, 18964
PROXY
ANNUAL MEETING OF SHAREHOLDERS - APRIL 9, 1996
The annual Meeting of Shareholders of Univest Corporation of Pennsylvania will
be held on Tuesday, April 9, 1996, at the Univest Building, Broad & Main
Streets, Souderton, Pennsylvania, at 10:45 a.m.
The top (shaded) portion of this form is your PROXY AND VOTING INSTRUCTION
CARD. Please COMPLETE, SIGN, and DATE the CARD, and then DETACH, and RETURN
the completed card PROMPTLY in the enclosed reply envelope. You should do so
even if you plan to attend the Annual Meeting. If you do attend, you may
override your proxy and vote in person if you wish.
PLEASE COMPLETE, SIGN, AND DATE YOUR PROXY AND VOTING INSTRUCTION CARD, DETACH
IT, AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
The signature(s) should be exactly as the name(s) appear above. When shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF UNIVEST CORPORATION OF
PENNSYLVANIA FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 9, 1996.
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated March 8, 1996, hereby
appoints Harold F. Detweiler and Gerald G. Dunlap, or any of them, with
full power of substitution to each, proxies to represent the undersigned
and to vote all of the shares of the Common Stock of Univest Corporation
of Pennsylvania, (the "Corporation") that the undersigned would be
entitled to vote if personally present at the 1996 Annual Meeting of
Shareholders of the Corporation, or any adjournment thereof, as directed
on the reverse side and in their discretion on such other matters as may
properly come before the meeting or any adjournment thereof.
The shares represented by this proxy will be voted as directed on the
reverse side hereof. If no direction is given, however, the shares
represented by this proxy will be voted FOR the election of the nominees
for Director (those nominees are R. Lee Delp, Norman G. Good, Harold M.
Mininger, and P. Gregory Shelly), FOR the election of the nominees for
Alternate Director (those nominees are William S. Aichele, Clair W.
Clemens, and H. Ray Mininger), FOR the approval of the 1996 Employee
Stock Purchase Plan reserving 250,000 shares for issuance under the
Plan, FOR the approval of the Dividend Reinvestment and Stock Purchase
Plan, reserving 500,000 shares for issuance under the Plan, and FOR the
selection of Ernst & Young LLP as the Corporation's Independent
Certified Public Accountant for 1996.
Please complete, sign, and date this Card on the reverse side and return
it promptly in the enclosed reply envelope.
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FOLD AND DETACH HERE