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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
USBANCORP, INC.
(Name of Registrant as Specified in its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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 the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
3) Filing Party:
_________________________________________________________________
4) Date Filed:
_________________________________________________________________
NOTICE OF
ANNUAL
MEETING OF
SHAREHOLDERS
AND
PROXY STATEMENT
USBANCORP, INC.
P.O. BOX 430
JOHNSTOWN, PENNSYLVANIA 15907-0430
To Be Held April 27, 1999
Mailed to Security Holders March 19, 1999
March 19, 1999
Dear Shareholder:
USBANCORP, Inc.'s Annual Meeting of Shareholders will be
held Tuesday, April 27, 1999, at 1:30 p.m., Eastern Time, at the
Radisson Hotel Pittsburgh, 101 Mall Boulevard, Monroeville,
Pennsylvania 15146-2210.
The matters to be acted upon at the meeting are:
(a) the election of four Class I directors,
(b) such other matters as may properly be brought before
the USBANCORP annual meeting or any adjournments
thereof.
Please review the enclosed material and sign, date and
return the proxy card whether you plan to attend or not so that
the matters coming before the meeting may be acted upon.
I look forward to meeting you and welcome the opportunity to
discuss the business of your Corporation.
Cordially,
/s/ Terry K. Dunkle
Terry K. Dunkle
Chairman, President and
Chief Executive Officer
USBANCORP, Inc.
Johnstown, Pennsylvania 15901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 19, 1999
To The Shareholders:
NOTICE IS HEREBY GIVEN that pursuant to the call of its
directors, the Annual Meeting of Shareholders of USBANCORP, Inc.
will be held at the Radisson Hotel Pittsburgh, 101 Mall
Boulevard, Monroeville, Pennsylvania 15146-2210, on Tuesday,
April 27, 1999, at 1:30 p.m., Eastern Time, for the purpose of
considering and voting on the following matters:
1. Election of four Class I directors for a term of three
years from the date of election and until their
successors shall have been elected and qualified
(Matter No. 1);
2. Such other business as may properly come before the
meeting or any adjournment thereof.
Only those shareholders of record at the close of business
on March 5, 1999 shall be entitled to notice of and to vote at
the meeting. A Proxy Statement, a proxy and a self-addressed
postage prepaid envelope are enclosed. Please complete, sign and
date the proxy and return it promptly in the envelope provided.
If you attend the meeting, you may revoke your proxy and vote in
person.
This Notice, the accompanying Proxy Statement and form of
proxy are sent to you by order of the Board of Directors.
/s/ Betty L. Jakell
Betty L. Jakell,
Corporate Secretary
Johnstown, Pennsylvania
March 19, 1999
USBANCORP, Inc.
P.O. Box 430
Johnstown, Pennsylvania 15907-0430
PROXY STATEMENT
GENERAL
Introduction
The Proxy Statement and enclosed proxy are being mailed to
the shareholders of USBANCORP, Inc. ("USBANCORP" or the
"Company"), on or about March 19, 1999, in connection with the
solicitation of proxies by the Board of Directors of USBANCORP.
The proxies will be voted at the Annual Meeting of the
Shareholders of USBANCORP to be held on Tuesday, April 27, 1999,
at 1:30 p.m., Eastern Time, at the Radisson Hotel Pittsburgh, 101
Mall Boulevard, Monroeville, Pennsylvania 15146-2210 (the "Annual
Meeting"). USBANCORP's Annual Report and Form 10-K for the year
ended December 31, 1998 accompanies this Proxy Statement. It
should not be regarded as proxy solicitation material.
Solicitation of Proxies
The cost of the solicitation of proxies will be borne by
USBANCORP. In addition to the use of the mails, some directors
and officers of USBANCORP may solicit proxies, without additional
compensation, in person, by telephone, telegram, or otherwise.
Arrangements may be made by USBANCORP with banks, brokerage
houses and other custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owners of shares held by
them of record, and USBANCORP may reimburse them for reasonable
expenses they incur in so doing.
Voting Securities
As of the close of business on March 5, 1999 (the "Record
Date"), there were outstanding 13,412,771 shares of common stock,
par value $2.50 per share (the "USBANCORP Common Stock"), the
only class of capital stock of USBANCORP outstanding. Holders of
record of USBANCORP Common Stock as of the close of business on
the Record Date are entitled to notice of and to vote at the
Annual Meeting. Except with respect to the election of
directors, each shareholder is entitled to one vote for each
share held. Holders of USBANCORP Common Stock are entitled to
cumulate their vote in the election of directors.
If a shareholder participates in USBANCORP's Dividend
Reinvestment and Common Stock Purchase Plan, the proxy card sent
to such shareholder will represent the number of shares
registered in the shareholder's name and the number of shares,
<PAGE 1> including fractional shares, credited to the
shareholder's Dividend Reinvestment Plan account.
If the enclosed form of proxy is appropriately marked,
signed and returned in time to be voted at the Annual Meeting,
the shares represented by the proxy will be voted in accordance
with the instructions marked thereon. Signed proxies not marked
to the contrary will be voted "FOR" the election of the nominees
of USBANCORP's Board of Directors.
Right of Revocation
Proxies may be revoked at will at any time before they have
been exercised by filing with the Corporate Secretary of
USBANCORP an instrument of revocation or a duly executed proxy
bearing a later date. Any shareholder attending the Annual
Meeting may also revoke a previously granted proxy by voting in
person at the Annual Meeting.
Quorum
Under USBANCORP's Bylaws, the presence, in person or by
proxy, of shareholders entitled to cast at least a majority of
the votes that all shareholders are entitled to cast, constitutes
a quorum for the transaction of business at the Annual Meeting.
Principal Shareholders
The following table sets forth information regarding persons
or entities known to USBANCORP's management to own of record or
beneficially, as of March 5, 1999, 5% or more of the outstanding
shares of USBANCORP Common Stock.
Name and Address Amount of Percent of
of Beneficial Owner Beneficial Ownership Common Stock
National City Corporation 735,900 5.49%
1900 East Ninth Street
Cleveland, Ohio 44114-3484
PAGE 2
MATTER NO. 1
ELECTION OF USBANCORP DIRECTORS
General
The Articles of Incorporation of USBANCORP provide that
USBANCORP's business shall be managed by a Board of Directors of
not less than 5 and not more than 25 persons. Under the Articles
of Incorporation, the total number of directors may be determined
by either a resolution adopted by a majority vote of the
directors then in office or by resolution of the shareholders at
a meeting. The number of directors for 1999 has been set by the
Board at 12.
USBANCORP's Board of Directors, as provided in its Articles
of Incorporation, is divided into three classes: Class I, Class
II and Class III, each being as nearly equal in number as
possible. The directors in each class serve terms of three years
each and until their successors are elected and qualified. Under
USBANCORP's Bylaws, a person elected to fill a vacancy on the
Board of Directors serves as a director for the remaining term of
office of the class to which he or she was elected.
The Board of Directors fixed the number of directors in
Class I at four and has nominated Jerome M. Adams, James M.
Edwards, Sr., Richard W. Kappel and Robert L. Wise for election
as Class I directors for three-year terms to expire at the 2002
Annual Meeting of Shareholders, and until their successors are
duly elected and qualified. Directors Adams, Edwards, Kappel and
Wise were elected by the shareholders at the 1996 Annual Meeting.
The remaining directors will continue to serve in accordance with
their previous election with the terms of the Class II and
Class III directors expiring in 2000 and 2001, respectively.
The Bylaws of USBANCORP permit nominations for election to
the Board of Directors to be made by the Board of Directors or by
any shareholder entitled to vote for the election of directors.
All nominations for director to be made at the Annual Meeting by
shareholders entitled to vote for the election of directors must
be preceded by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the President of
USBANCORP not less than 60 days nor more than 90 days prior to
the Annual Meeting, which notice must contain certain information
specified in the Bylaws. No notice of nomination for election as
a director has been received from any shareholder as of the date
of this Proxy Statement. If a nomination is attempted at the
Annual Meeting which does not comply with the procedures required
by the Bylaws or if any votes are cast at the Annual Meeting for
any candidate not duly nominated, then such nomination and/or
such votes may be disregarded.
<PAGE 3>
With respect to the election of directors, each shareholder
has the right to vote, for each share of USBANCORP Common Stock
held by him or her, as many votes as shall equal the number of
directors to be elected, and he or she, or his or her proxy, may
cast the whole number of votes for one nominee or distribute them
among two or more nominees. Unless authority is withheld as to a
particular nominee or as to all nominees, all proxies will be
voted for the four nominees listed. The proxies will have
authority to cumulate votes in their discretion except to the
extent a shareholder withholds such authority on the form of
proxy. The four persons receiving the highest number of votes
cast at the Annual Meeting will be elected as Class I directors.
Abstentions and broker non-votes will not constitute or be
counted as "votes" cast for purposes of the Annual Meeting, but
will be counted for purposes of determining the presence of a
quorum.
Except as noted above, it is intended that shares
represented by proxies will be voted for the nominees listed,
each of whom is now a director of USBANCORP and each of whom has
expressed his willingness to serve, or for any substitute nominee
or nominees designated by the USBANCORP Board of Directors in the
event any nominee or nominees become unavailable for election.
The USBANCORP Board of Directors has no reason to believe that
any of the nominees will not serve if elected.
The following tables set forth as to each of the nominees
for election as a Class I director and as to each of the
continuing Class II and Class III directors, his age, principal
occupation and business experience, the period during which he
has served as a director of USBANCORP, an affiliate or
predecessor and other business relationships. There are no
family relationships between any of the listed persons.
Nominees For Election As
Class I Directors - Term Expires in 2002
Directorship in
Director other Reporting
Name and Principal Occupation(1) Age Since(2)(3) Companies
Jerome M. Adams 67 1973 None
Senior Partner, Adams,
Myers and Baczkowski,
Attorneys-at-Law
James M. Edwards, Sr. 59 1984 None
Retired President and Chief
Executive Officer, WJAC,
Incorporated
Richard W. Kappel 67 1967 None
Retired CEO, Secretary and
Treasurer, Wm. J. Kappel
Wholesale Co.
<PAGE 4>
Robert L. Wise, President 55 1986 GPU International,
GPU International, Inc., Inc.
GPU Power, Inc. and GPU Generation,
GPU Generation, Inc. Inc.
Class II Directors - Term Expires in 2000
Directorship in
Director other Reporting
Name and Principal Occupation(1) Age Since(2)(3) Companies
Clifford A. Barton 70 1966 Crown American
Retired; Former Chairman, Realty Trust
President and Chief Executive
Officer of USBANCORP
Margaret A. O'Malley 39 1997 None
Attorney-at-Law
Yost & O'Malley
Mark E. Pasquerilla 39 1997 Crown American
Vice Chairman and Realty Trust
President, Crown
American Realty Trust
Thomas C. Slater 56 1980 None
Owner, President and Director,
Slater Laboratories, Inc.,
Clinical Laboratory
Class III Directors - Term Expires in 2001
Directorship in
Director other Reporting
Name and Principal Occupation(1) Age Since(2)(3) Companies
Michael F. Butler 63 1993 None
Business Consultant and
Attorney-at-Law
James C. Dewar 61 1974 None
CEO and President, Geo. C.
Dewar, Inc.; retired
President and CEO Dewar's
Car World
Terry K. Dunkle 57 1988 None
Chairman, President and
Chief Executive Officer of
USBANCORP
Jack Sevy 68 1984 None
Retired; Former Owner and
Operator, New Stanton West
Auto/Truck Plaza
___________________
<FN>
(1) All directors and nominees have held the positions indicated
or another senior executive position with the same entity or
one of its affiliates or predecessors for the past five
years.
<PAGE 5>
(2) Reflects the earlier of the first year as a director of
USBANCORP, U.S. Bank, Three Rivers Bank and Trust Company
("Three Rivers Bank"), Community Bancorp, Inc.
("Community"), or Johnstown Savings Bank ("JSB").
(3) All incumbent directors were elected by the shareholders.
Security Ownership of Management
The following table sets forth information concerning the
number of shares of USBANCORP Common Stock beneficially owned, as
of March 5, 1999, by each present director, nominee for director,
and each executive officer named in the compensation table set
forth elsewhere herein.
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner(1) Ownership(2) of Class
Jerome M. Adams............... 17,342 *
Clifford A. Barton............ 195,446 1.4
Michael F. Butler............. 30,020 *
James C. Dewar (3)............ 50,130 *
Terry K. Dunkle............... 118,636 *
James M. Edwards, Sr.......... 21,976 *
Orlando B. Hanselman.......... 59,278 *
Richard W. Kappel............. 31,546 *
Margaret A. O'Malley (4)...... 109,127 *
Kevin J. O'Neil............... 21,549 *
Mark E. Pasquerilla (5)....... 160,398 1.2
Jack Sevy..................... 6,822 *
Thomas C. Slater.............. 26,683 *
James C. Spangler............. 19,793 *
W. Harrison Vail.............. 64,920 *
Ronald W. Virag............... 21,402 *
Robert L. Wise (6)............ 12,051 *
Officers, Directors and
Nominees for Directors
as a Group (17 persons)(7).. 967,119 7.2
__________________
<FN>
*Less than 1%
(1) Except as noted below, each of the identified beneficial
owners, including the officers, directors and nominees for
director as a group, has sole investment and voting power as
to all the shares shown as beneficially owned with the
exception of those held by certain officers, directors and
nominees for director jointly with their spouses or directly
by their spouses or other relatives.
(2) Includes shares of USBANCORP Common Stock that may be
acquired within sixty (60) days of the Record Date upon the
exercise of presently exercisable stock options as follows:
68,856, 39,501, 11,507, 44,340, 12,815 and 177,019 held by
<PAGE 6> Messrs. Dunkle, Hanselman, O'Neil, Vail, Virag and
the group, respectively. Also includes 4,500, 3,000, 3,000,
3,000, and 3,000 shares of USBANCORP Common Stock held by
Messrs. Dunkle, Hanselman, O'Neil, Vail and Virag pursuant
to restricted stock awards made in January 1998 that vest
ratably over a three year period. In addition, Messrs.
Dunkle, Hanselman, O'Neil, Vail, Virag and the group hold
outstanding options to acquire 30,000, 27,000, 9,000,
18,000, 9,000, and 93,000 shares of USBANCORP Common Stock,
respectively, that first become exercisable, in part, on or
after July of 1999, and therefore are excluded.
(3) Includes 9,042 shares of USBANCORP Common Stock held by the
Dewar Pension Plan of which Mr. Dewar is a trustee.
(4) Margaret A. O'Malley is voting trustee of all shares of
USBANCORP Common Stock held by James F. O'Malley and Jean
O'Malley under a Voting Trust Agreement dated March 3, 1997.
(5) Mark E. Pasquerilla is voting trustee of all shares of
USBANCORP Common Stock held by Frank J. Pasquerilla and
Sylvia G. Pasquerilla under a Voting Trust Agreement dated
March 4, 1997. Also includes 3,042 shares of USBANCORP
Common Stock held by Crown American Enterprises, Inc. of
which Mark E. Pasquerilla is an officer.
(6) Includes 873 shares of USBANCORP Common Stock held by
Mr. Wise's son as to which Mr. Wise disclaims beneficial
ownership.
(7) The group consists of 17 persons, being the members of the
Board of Directors of USBANCORP, the Chief Executive Officer
and each other named executive officer of USBANCORP set
forth on the compensation table elsewhere herein.
Board and Committees
The Board of Directors has various standing committees
including an Audit Committee, a Nominating Committee and a
Management Compensation Committee (the "Compensation Committee").
During 1998, the Board of Directors held 5 meetings, the Audit
Committee held 10 meetings, the Nominating Committee held
2 meetings, and the Compensation Committee held 5 meetings. Each
director attended at least 75% of the combined total of meetings
of the Board of Directors and of each committee of which he was a
member except Mr. Dewar who attended 68% of such meetings.
Mr. James C. Spangler is not standing for re-election because he
has reached the mandatory retirement age for Board members.
The Audit Committee is responsible for recommending to the
Board of Directors the appointment of an independent public
accountant to audit the books and accounts of USBANCORP and its
subsidiaries, reviewing the reports of the Audit Department and
<PAGE 7> the reports of examination conducted by the bank and
bank holding company regulators and USBANCORP's independent
public accountants, reviewing the adequacy of internal audit and
control procedures, and reporting to the Board of Directors. The
Audit Committee is presently comprised of Directors Adams,
Butler, Dewar (Chairman), Kappel, O'Malley, Sevy and Spangler.
The Nominating Committee presently consists of Directors
Barton, Butler, Dunkle (Chairman), Edwards, Hanselman
(non-voting), O'Malley, Pasquerilla, Sevy, Slater, Vail (non-
voting) and Wise. The Nominating Committee is responsible for
nominating individuals to stand for election as directors at the
Annual Meeting of Shareholders and will consider nominees
recommended by shareholders. Shareholders may nominate persons
for election as directors in accordance with the procedures set
forth in Section 1.3 of USBANCORP's Bylaws. Notification of such
nomination, containing the required information, must be mailed
or delivered to the President of USBANCORP not less than 60 days
or more than 90 days prior to the Annual Meeting.
The Compensation Committee is responsible for reviewing and
making recommendations regarding the compensation of corporate
officers. No director who is eligible to receive any benefit
under plans administered by the Compensation Committee, except
for benefits payable to directors under the Independent Directors
Annual Retainer Plan (the Committee's administration of which is
limited to coordinating the payment of a predetermined retainer)
may serve on the Compensation Committee. The Compensation
Committee is presently comprised of Messrs. Barton, Edwards and
Wise (Chairman). See "Executive Compensation" herein.
Compensation of Directors
Executive officers of USBANCORP who are directors or members
of committees of the USBANCORP Board of Directors or its
subsidiaries receive no compensation for such positions. In
1998, independent directors of USBANCORP received a retainer of
$6,000 payable in USBANCORP Common Stock. In addition, directors
received cash compensation for attendance at USBANCORP Board of
Directors meetings of $550 per meeting. A fee of $300 was paid
for attendance at committee meetings of the USBANCORP Board of
Directors. This amount was increased to $400 per committee
meeting effective March 1, 1998. Certain non-officer directors
of USBANCORP are also directors of U.S. Bank, Three Rivers Bank
and USBANCORP Trust and Financial Services Company (the "Trust
Company"). Directors serving on the Board of Directors of U.S.
Bank, Three Rivers Bank, or the Trust Company were compensated
for their services by a payment of $450 for each Board of
Directors meeting attended. A fee of $400 (increased from $300
effective March 1, 1998) was paid for attendance for each
committee meeting attended. Directors who serve on the board of
UBAN Associates, Inc. receive no remuneration.
<PAGE 8>
Executive Compensation
Compensation Committee Report on Executive Compensation
USBANCORP's Management Compensation Committee oversees
USBANCORP's executive compensation programs to ensure that they:
attract and retain high caliber executives, deliver the total
compensation package in a cost-effective manner, reinforce key
business objectives, provide competitive compensation
opportunities for competitive results, induce management
ownership of USBANCORP Common Stock, and comply with applicable
regulations.
The role of the Committee is to approve executive salary
adjustments, to administer the Annual Incentive Plan (including
establishment of performance goals), and to administer the 1991
Stock Option Plan. Additionally, from time to time, the Committee
reviews other human resource issues, including qualified and
non-qualified benefits, management performance evaluation, and
succession planning.
Executive Compensation Policy
The Committee uses a formal executive compensation policy to
help evaluate and administer executive pay. The policy addresses
each of the major components of the executive pay program and is
summarized below.
- - Maintain a conservative executive base salary practice
(approximating the 40th percentile of competitive
practices -- defined below) to ensure the appropriate
performance sensitivity and focus on long-term results.
- - Maintain a competitive annual incentive program that
recognizes important achievements consistent with
USBANCORP's long-term objectives, providing target and
maximum annual total cash opportunities that approximate the
40th and 60th percentiles of competitive annual total cash
practices, respectively. A portion of all plan participants'
incentive awards are based upon corporate performance
relative to goals. Certain executives of the subsidiaries
also are evaluated and rewarded based upon subsidiary and
individual performance achievements.
- - Maintain competitive long-term incentives that: align
management's financial interests with those of USBANCORP's
shareholders, induce management ownership of USBANCORP
Common Stock, support the achievement of USBANCORP's
long-term financial objectives, and provide competitive
long-term incentive reward opportunities.
- - Provide typical benefits through qualified programs
generally available to all employees, supplemented by non-
qualified arrangements, as appropriate. <PAGE 9>
- - Competitive pay practices are determined using two different
sets of data -- survey data and peer data.
- Survey data refers to compensation data from banking
industry compensation surveys. Competitive
compensation practices are determined using
compensation levels at holding companies and
subsidiaries of comparable size to USBANCORP and its
subsidiaries, for positions comparable to those held by
the officers identified in the Summary Compensation
Table included herein (the "Named Officers").
- Peer data comes from a group of multi-bank, bank
holding companies of comparable size to USBANCORP. The
peer institutions are located in Pennsylvania, Ohio,
Illinois, Indiana, Michigan and West Virginia.
- The indices used in the Stock Performance Chart are
Nasdaq/NMS (U.S. Companies) and Nasdaq Bank Stocks.
While USBANCORP believes that some of the surveyed
banks and some of the peer banks may be included within
these indices, it is not the intention of the Committee
to establish executive pay practices based on the pay
practices of the organizations that compose these
indices. The Committee believes that some of the
organizations in these indices would be either too
large or too small to be relevant for setting pay for
USBANCORP and subsidiary executives.
Relationship of Performance Under Compensation Plans
USBANCORP relies on incentive arrangements, discussed below,
to establish the desired relationship between pay and
performance.
The Company administers an annual incentive plan through
which participants can earn performance-based compensation. The
bonuses of the Named Officers were based on the following
performance measures-corporate return on equity (ROE), total
return to shareholders, a third-party comparative estimate of the
holding company's CAMEL rating (an overall indicator of the
performance and financial soundness of the institution), the
ratio of noninterest income to revenue, and individual
performance.
At its February 1999 meeting, the Compensation Committee
reviewed 1998 performance results relative to the incentive plan
goals for 1998. The Committee determined that ROE and total
return to shareholder performance results fell between the
threshold and target, that the ratio of noninterest income to
revenue surpassed the maximum goal, and that USBANCORP's CAMEL
rating did not achieve the pre-set goal. Some of the Named
Officers, but not the CEO of USBANCORP, also received a portion
<PAGE 10> of their awards based on their individual performance
under the Company's performance evaluation program.
In January 1998, the Committee awarded the Named Officers
restricted shares of stock. This award was made in consideration
of the Company's significant performance improvement over the
preceding three years, as demonstrated by USBANCORP's total
return to shareholders. Prior compensation awards, as well as
prior compensation deliberations, were additional considerations
in making the award of restricted shares.
In consideration of prior stock option awards, the Committee
made only one award of stock options in 1998. On July 1, the
Committee awarded Mr. Hanselman 9,000 options in recognition of
the expansion of his duties in overseeing the Trust Company.
The Committee uses a management stock ownership program to
emphasize the 1991 Stock Option Plan's role in aligning
management and shareholder interests. Executives are expected to
attain their respective target stock ownership levels within a
five-year period. Target ownership levels range from a
fraction of salary to two and-one-half times salary. The
Committee periodically reviews the progress of the executives in
working toward their ownership targets, which will be a
consideration in determining future compensation actions.
1998 Compensation for the Chief Executive Officer
The CEO's 1998 salary approximated the competitive position
stated in the compensation policy.
The CEO participated in the Executive Annual Incentive Plan
for 1998. His award opportunity was allocated to four areas of
corporate performance: ROE, total return to shareholders, the
ratio of noninterest income to revenue, and CAMEL rating. In
1998, USBANCORP's ROE and total return to shareholders were
positioned between threshold and target performance levels; its
ratio of noninterest income to revenue surpassed the maximum
goal, and its CAMEL rating was shy of the threshold level of
performance. Hence, the CEO earned a bonus of $65,649 with
respect to 1998 performance, which reflects achievement of 19.89%
of the potential maximum bonus of 45% of salary.
In January 1998, the Committee awarded the CEO 4,500
restricted shares of stock. The shares vest in three equal
installments on the anniversaries of the award. The award was
made in consideration of the Company's significant performance
improvement over the preceding three years, as demonstrated by
USBANCORP's total return to shareholders. Prior compensation
awards, as well as prior compensation deliberations, were
additional considerations in making the award of restricted
shares.
<PAGE 11>
Certain stock option awards in prior years anticipated that
no options would be awarded to the CEO in 1998. Thus the
Committee did not award any stock options to the CEO in 1998.
Impact of Omnibus Budget Reconciliation Act of 1993 -
Section 162(m)
The Omnibus Budget Reconciliation Act of 1993 (OBRA)
Section 162(m) prohibits a publicly owned company from taking a
compensation tax deduction for annual compensation in excess of
$1,000,000 for any of the Named Officers. To the extent that
certain guidelines are met, compensation in excess of $1,000,000
is exempt from this limitation.
The Committee does not believe that the deduction limit
imposed by OBRA will affect compensation deductibility given the
compensation opportunities of the Named Officers under
USBANCORP's existing compensation programs. The Committee will
continue to evaluate the potential impact of Section 162(m) and
take such actions as it deems appropriate.
This report is furnished by Messrs. Barton, Edwards and Wise
(Chairman).
Compensation Committee Interlocks and Insider Participation
Messrs. Barton, Edwards and Wise (Chairman) served as
members of the Compensation Committee during 1998. Each member
of the Committee is excluded from participation in any plan
administered by the Committee while serving as a member, except
for participation in the Independent Directors' Annual Retainer
Plan (the Compensation Committee's administration of which is
limited to coordinating the payment of a predetermined retainer).
Mr. Barton did not serve on the Compensation Committee while
serving as Chairman, President and Chief Executive Officer of
USBANCORP.
Compensation Paid to Executive Officers
The following table sets forth information for the three
years ended December 31, 1998 concerning the annual and long-term
compensation for services in all capacities to USBANCORP and its
banking subsidiaries of the Named Officers.
PAGE 12
Summary Compensation Table
Long Term
Annual Compensation Compensation
Other Restricted Securities All Other
Name and Annual Stock Underlying Compensation
Principal Position Year Salary($) Bonus($)(1) Compensation($)(2) Awards(3) Options(#)(4) ($)(5)(6)(7)
Terry K. Dunkle................. 1998 330,060 65,649 --- 109,477 0 26,159
Chairman, President and Chief 1997 294,833 113,107 --- --- 30,000 29,809
Executive Officer of USBANCORP 1996 211,920 84,344 --- --- 45,000 18,125
Orlando B. Hanselman............ 1998 192,900 34,120 --- 72,984 9,000 15,489
Executive Vice President of 1997 160,738 41,087 --- --- 18,000 15,383
USBANCORP and President and 1996 126,540 44,770 --- --- 24,000 4,284
Chief Executive Officer of
U.S. Bank
W. Harrison Vail................ 1998 165,000 29,172 --- 72,984 0 10,547
President and Chief Executive 1997 145,000 50,263 --- --- 18,000 9,701
Officer of Three Rivers Bank 1996 120,744 42,719 --- --- 24,000 8,497
Kevin J. O'Neil................. 1998 129,000 18,305 --- 72,984 0 9,771
President and Chief Executive 1997 120,000 32,400 --- --- 9,000 9,217
Officer of Standard Mortgage 1996 110,166 29,745 --- --- 12,000 5,138
Corporation of Georgia, a
subsidiary of Three Rivers Bank
Ronald W. Virag................. 1998 107,100 15,197 --- 72,984 0 11,030
President and CEO, USBANCORP 1997 107,036 27,540 --- --- 9,000 10,890
Trust and Financial 1996 92,283 24,916 --- --- 15,000 3,057
Services Company
__________________
<FN>
(1) Includes the cash and cash value of stock awards made to
executive officers of USBANCORP and its subsidiaries under
the Executive Annual Incentive Plan.
(2) Unless otherwise indicated, no executive officer named in
the Summary Compensation Table received personal benefits or
perquisites in excess of the lesser of $50,000 or 10% of the
officer's total compensation (salary and bonus).
(3) At the end of 1998 Messrs. Dunkle, Hanselman, Vail, O'Neil,
and Virag held 4500, 3000, 3000, 3000, and 3000 restricted
shares worth $89,438, $59,625, $59,625, $59,625, and
$59,625, respectively. The restrictions on such shares
lapse in three equal annual increments on the anniversaries
of the award. Dividends are accrued and distributed when
restrictions lapse on the corresponding shares.
(4) Options were granted during 1998, 1997 and 1996 under the
1991 Stock Option Plan to the Named Officers. The options
granted in 1997 will vest in three years only if USBANCORP
meets or exceeds pre-set financial performance goals.
Depending on performance results all, none, or a portion of
the options granted in 1997 may vest.
<PAGE 13>
(5) Includes amounts awarded under the Profit Sharing Plan of
USBANCORP and U.S. Bank. All full-time employees of
USBANCORP and U.S. Bank are entitled to participate in the
Profit Sharing Plan. A contribution during any plan year is
equal to the applicable percentage of U.S. Bank's income as
defined in the plan.
(6) Includes (a) the value of the premium paid by USBANCORP of
$10,000 for a split dollar life insurance policy for
Mr. Dunkle, and (b) the premiums paid by USBANCORP and its
subsidiaries for life insurance policies with coverage
limits above $50,000 to Messrs. Dunkle, Hanselman, O'Neil,
Vail and Virag.
(7) Includes amounts contributed under a 401(k) Plan of
USBANCORP to Messrs. O'Neil and Vail. Under the USBANCORP
sponsored 401(k) plan, employees of Three Rivers Bank and
Standard Mortgage Corporation of Georgia are allowed to
contribute up to 20% of their compensation to the plan with
an employer match of $.50 on each $1.00 of employee
contribution up to a maximum of 6% of an employee's
compensation.
PAGE 14
Option Grants Table
The following table sets forth information with respect to
grants of stock options made during 1998 to each of the Named
Officers.
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Percent Realizable
of Total Value
Options at Assumed
Granted Annual
Number of to Rates of
Securities Employees Stock Price
Underlying in Exercise or Expira- Appreciation
Options Fiscal Base Price tion for Option
Name Granted (#) Year ($/Share) Date Term($)
0% 5% 10%
Terry K. Dunkle....... 0 0 0 0 0
Orlando B. Hanselman.. 9,000 100 26.05 7/1/2008 0 147,444 373,653
W. Harrison Vail...... 0 0 0 0 0
Kevin J. O'Neil....... 0 0 0 0 0
Ronald W. Virag....... 0 0 0 0 0
Gains applicable to all
shareholders(1)....... --- --- --- --- 0 168,782,740 427,728,601
__________________
<FN>
(1) The potential realizable gain to all shareholders (based on
13.5 million shares of USBANCORP Common Stock outstanding at
December 31, 1998 with an assumed market price of $19.88) at
0%, 5% and 10% assumed annual growth rates over a term of
ten years is provided as a comparison to the potential gain
realizable by the Named Officers at the same assumed annual
rates of stock appreciation.
Option Exercises and Year-End Value Table
The following table sets forth information concerning the
exercise of options to purchase USBANCORP Common Stock by the
Named Officers during the year ended December 31, 1998, as well
as the number of securities underlying unexercised options and
potential value of unexercised options (both options which were
presently exercisable and options which were not exercisable) as
of December 31, 1998.
<PAGE 15>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
Number of Securities
Underlying Unexercised Value of In-the-Money
Shares Options at December 31, 1998 Options at December 31, 1998(2)
Acquired on Value
Name Exercise (#) Realized($)(1) Exercisable(#) Unexercisable(#)(3) Exercisable($) Unexercisable($)(3)
Terry K. Dunkle....... 1,936 96,942 58,158 45,000 613,694 135,313
Orlando B. Hanselman.. 609 30,230 32,884 35,000 351,683 72,167
W. Harrison Vail...... 520 24,781 38,440 26,000 420,728 72,167
Kevin J. O'Neil....... 2,183 99,814 8,000 13,000 72,167 36,083
Ronald W. Virag....... 2,425 114,353 8,245 14,000 74,377 45,104
_______________________
<FN>
(1) Represents the aggregate market value of the underlying
shares of USBANCORP Common Stock at the date of exercise
minus the aggregate exercise prices for options exercised.
(2) "In-the-money options" are stock options with respect to
which the market value of the underlying shares of USBANCORP
Common Stock exceeded the exercise price at December 31,
1998. The value of such options is determined by
subtracting the aggregate exercise price for such options
from the aggregate fair market value of the underlying
shares of USBANCORP Common Stock on December 31, 1998. Fair
market value was determined by reference to the average of
the high and low sale prices of USBANCORP Common Stock as
quoted on the Nasdaq Stock Market.
(3) Includes performance-based stock options granted December 8,
1997. The options will vest in three years only if
USBANCORP meets or surpasses pre-set financial performance
goals. Depending on performance results all, none, or a
portion of the options may vest.
PAGE 16
Retirement Plans
Pension Plan - U.S. Bank
U.S. Bank maintains a qualified defined benefit retirement
plan for its employees (the "U.S. Bank Plan"). Remuneration for
pension benefit purposes is base pay, wages and commissions
excluding overtime, bonus or reimbursement of business expense.
An employee's benefit under the U.S. Bank Plan is determined on
the basis of Final Average Pay which means the average annual
base salary, wages and commissions received by an employee in the
five consecutive years out of the ten ending before his
termination of employment for which the average is highest.
U.S. Bank expects to make a contribution of $685,965 in 1999
for the 1998 Plan year.
Estimated annual benefits payable upon retirement at age 65
after 15 years of service with respect to the specified
remuneration are as follows:
PENSION TABLE
U.S. BANK
Five Calendar Year
Average Salary Annual Benefit at
Preceding Retirement Normal Retirement Date
$ 15,000 $ 5,550
25,000 9,250
40,000 14,800
60,000 22,200
90,000 33,300
100,000 37,000
120,000 44,400
140,000 51,800
150,000(1) 55,500
_______________________
(1) Effective for retirements on or after January 1, 1994,
annual compensation for Plan purposes may not exceed
$150,000 plus any increases applicable to cost of living
adjustments. Employees with compensation exceeding $150,000
in years before 1994 may have larger "preserved benefits."
The above benefits are paid for the life of the employee
with a right of survivorship with respect to ten years of
post-retirement benefits. Other optional forms of benefit are
available, in actuarially equivalent amounts. Current
remuneration covered by the U.S. Bank Plan in 1998 for
Messrs. Dunkle, Hanselman and Virag was $330,060, $192,900, and
$107,100, respectively, subject to the $150,000 limitation. As
of December 31, 1998, Mr. Dunkle was credited with 11 years of
<PAGE 17> service, Mr. Hanselman with 12 years of service and
Mr. Virag with 4 years of service.
Effective January 1, 1986, the USBANCORP Board of Directors
adopted the U.S. Bank Plan for the benefit of employees of
USBANCORP on the same terms and conditions as for employees of
U.S. Bank. Contributions made by USBANCORP are limited to those
employees whose earnings are paid by USBANCORP.
Pension Plan - Three Rivers Bank
Three Rivers Bank maintained a defined benefit pension plan
that was established during 1970 (the "Three Rivers Plan").
Effective July 1, 1993, the benefit formula of the Three
Rivers Plan was revised to duplicate the benefit formula of the
U.S. Bank Plan with exception of the definition of pay for
pension purposes. Remuneration for pension purposes under the
Three Rivers Plan is base pay excluding overtime, bonus or
reimbursement of business expenses. Employees retiring on or
after July 1, 1993, will receive a benefit based upon the U.S.
Bank Plan formula but not less than the benefit earned through
June 30, 1993, under the former Three Rivers Plan formula.
Current remuneration covered by the Retirement Plan (base
salary) in 1998 for Mr. O'Neil and Mr. Vail was $129,000 and
$165,000. As of December 31, 1998, Mr. O'Neil and Mr. Vail were
credited with 5 years and 14 years of service, respectively.
Three Rivers Bank expects to make a total contribution to
the Three Rivers Plan of $848,165 in 1999 for the 1998 Plan year.
Supplemental Pension Plans
USBANCORP has provided additional life insurance and
retirement benefits for Mr. Dunkle funded through a split-dollar
life insurance policy. USBANCORP pays a portion of the premiums
until Mr. Dunkle's normal retirement. At Mr. Dunkle's
retirement, USBANCORP will recover, through a withdrawal from the
policy, its cumulative premiums or the policy cash value if less.
Mr. Dunkle will receive a paid-up life insurance policy that will
include any remaining cash value. If Mr. Dunkle dies prior to
retirement, USBANCORP will be reimbursed for its total premiums
from the insurance proceeds. The annual premium paid by
USBANCORP is $10,000 per year, and USBANCORP has an interest in
the policy cash value equal to the lesser of its cumulative
premiums or the policy cash value.
The Compensation Committee determined that it was
appropriate to provide additional supplemental retirement
benefits to Mr. Dunkle commencing at his retirement, because
recent revisions in Code regulations significantly limit
retirement benefits payable to highly compensated executives
under qualified pension, profit sharing, and 401(k) plans.
<PAGE 18> Accordingly, on February 25, 1994, the Board of
Directors of USBANCORP adopted a supplemental executive
retirement plan ("SERP") for the benefit of Mr. Dunkle.
The SERP will provide supplemental retirement benefits to
Mr. Dunkle, which, in combination with benefits from all
USBANCORP sponsored qualified and non-qualified pension plans,
will ensure an appropriate total retirement benefit for
Mr. Dunkle. The target retirement benefit is 55% of the final
three-year average salary of Mr. Dunkle commencing at his normal
retirement age of 65. Although the SERP is an unfunded plan,
USBANCORP can set aside assets to meet its obligations under the
plan. USBANCORP has purchased a life insurance policy on
Mr. Dunkle's life. Assuming continuation of current interest
rates and mortality charges, USBANCORP's total premium outlay
will be completed by the time Mr. Dunkle attains normal
retirement age. The policy is designed to accumulate sufficient
cash value at Mr. Dunkle's retirement to allow USBANCORP to
recover the after tax cost of each annual SERP payment. In
addition, at Mr. Dunkle's death, tax-free life insurance proceeds
will reimburse USBANCORP for all unrecovered costs associated
with the plan. USBANCORP will not recover interest for the time
value of money.
The life insurance policy has been assigned to a Rabbi Trust
established by USBANCORP to assist USBANCORP in satisfying its
obligations to Mr. Dunkle. The Trust Company, as trustee, is the
policy owner and beneficiary. Mr. Dunkle remains a general
unsecured creditor of USBANCORP and the assets of the trust are
subject to the claims of creditors.
The Board of Directors also approved the purchase of an
individual disability income policy for Mr. Dunkle. Mr. Dunkle
has collaterally assigned the policy to USBANCORP so that in the
event of his disability prior to retirement, the policy will pay
USBANCORP a monthly benefit sufficient to pay the premium on the
SERP life insurance policy on Mr. Dunkle's life. This would
relieve USBANCORP of the obligations to pay premiums on the SERP
policy if Mr. Dunkle becomes disabled, without reducing the
promised SERP retirement benefits to Mr. Dunkle.
The Board of Directors of U.S. Bank on February 20, 1981,
adopted a Supplemental Pension Plan under which the Executive
Committee of the Board of Directors may from time to time
designate executive officers of U.S. Bank as participants and
specify the amount of supplemental pension payment the
participant shall receive.
A participating officer agrees to perform, after retirement,
such advisory services as the Executive Committee may reasonably
request and enters into a noncompetition agreement with U.S.
Bank. Upon his retirement from U.S. Bank, a participant will be
entitled to receive supplemental monthly pension payments in a
specified amount for a period of fifteen years. If he should die
<PAGE 19> before retirement while in the service of U.S. Bank or
if he should die after payment of benefits has commenced, the
participant's spouse, if any, will be entitled to receive one-
half of the specified amount for the remainder of the fifteen
year period. No payments are currently being made under this
plan.
Change in Control Agreements
In 1994, USBANCORP entered into Change in Control Agreements
(the "Agreements") with Messrs. Terry K. Dunkle, Orlando B.
Hanselman, Kevin J. O'Neil, W. Harrison Vail and Ronald W. Virag,
pursuant to which USBANCORP agreed to provide the executives with
severance benefits upon the occurrence of certain enumerated
events ("Triggering Events") following a change in control of
USBANCORP ("Change in Control") (as defined in the Agreements).
The initial term of the Agreements is three years, subject to an
automatic one year extension on each anniversary date thereof,
unless either party gives notice to the other of an intention not
to renew. Under the Agreements, upon the occurrence of a
Triggering Event following a Change in Control, Mr. Dunkle would
be entitled to receive approximately 2.99 times his combined
salary and bonus which will be determined (a) during the initial
three year term of the Agreement by reference to his highest
salary and bonus paid in the year in which he is terminated or in
any one of the last five fiscal years preceding such termination,
and (b) after the expiration of the initial term, by reference to
the average of the executive's combined salary and bonus in the
preceding five years. The Change in Control Agreements for each
of Messrs. Hanselman, O'Neil, Vail and Virag are identical,
except that Messrs. O'Neil, Vail, and Virag will receive one
times their combined base salary and bonus and Mr. Hanselman will
receive 1.5 times his combined base salary and bonus. The
executives, in their discretion, may receive these payments in a
lump sum or on a monthly installment basis. The Change in
Control Agreements also entitle the executives to continued
participation in the employee benefits plans of USBANCORP for a
period of three years with respect to Mr. Dunkle, eighteen months
with respect to Mr. Hanselman and one year with respect to the
other executives. In addition, the Agreements provide that
options held by the executives to acquire USBANCORP Common Stock,
to the extent not currently exercisable, will become immediately
exercisable upon the occurrence of a Triggering Event following a
Change in Control and may be exercised by the executives at any
time prior to the earlier of the expiration date of the options
or 90 days after the executive's termination. The Agreements
also require USBANCORP to make additional payments to the
executives in the event that the severance payments described
above result in the imposition of an excise tax, pursuant to
Section 4999 of the Code on the payment of such amounts.
<PAGE 20>
Performance Graph
Set forth is a graph comparing the yearly percentage change
in the cumulative total shareholder return on USBANCORP Common
Stock against the Nasdaq Stock Market (U.S. Companies) and the
Nasdaq Bank Stocks for the five years beginning January 1, 1994
and ended December 31, 1998.
Legend
Symbol Index Description 12/31/93 12/31/94 12/30/95 12/29/96 12/31/97 12/31/98
USBANCORP, INC., PA 100 $92.1 $150.8 $198.1 $356.2 $298.8
Index for Nasdaq Stock 100 $97.8 $138.3 $170.0 $208.6 $293.2
Market (US Companies)
Index for Nasdaq Bank 100 $99.6 $148.4 $195.9 $328.0 $324.9
Stocks
PAGE 21
FINANCIAL INFORMATION
Requests for printed financial material for USBANCORP or any
of its subsidiaries - annual reports, Forms 10-K and 10-Q and
Call Reports - should be directed to Jeffrey A. Stopko, Senior
Vice President and Chief Financial Officer, USBANCORP, Inc.,
P.O. Box 430, Johnstown, PA 15907-0430, telephone (814) 533-5310.
TRANSACTIONS WITH MANAGEMENT
Certain directors, nominees and executive officers and/or
their associates were customers of and had transactions with
USBANCORP or its subsidiaries during 1998. Transactions that
involved loans or commitments by subsidiary banks were made in
the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unrelated
persons and did not involve more than the normal risk of
collectability or present other unfavorable features. These
loans represented in the aggregate less than 1.6% of
shareholders' equity as of December 31, 1998.
Mr. Adams, a director of USBANCORP, Three Rivers Bank, the
Trust Company, Standard Mortgage Corporation of Georgia and UBAN
Associates, Inc., is a partner in a law firm which rendered
services to Three Rivers Bank during 1998 and will render such
services in 1999.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has audited USBANCORP's financial
statements for the fiscal year ended December 31, 1998 and the
report on such financial statements appears in the Annual Report
to Shareholders. Arthur Andersen LLP has been selected by the
USBANCORP Board of Directors to perform an examination of the
consolidated financial statements of USBANCORP for the year
ending December 31, 1999.
Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and are expected to be
available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters to be
presented at the Annual Meeting. If, however, any other business
should properly come before the Annual Meeting, or any
adjournment thereof, it is intended that the proxies will be
voted with respect thereto in accordance with the best judgment
of the persons named in the proxies.
<PAGE 22>
SHAREHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Any shareholder desiring to present a proposal to be
considered at the 2000 Annual Meeting of Shareholders should
submit the proposal in writing to: Terry K. Dunkle, Chairman,
President and Chief Executive Officer, USBANCORP, Inc., Executive
Offices, P.O. Box 430, Johnstown, PA 15907-0430 no later than
November 22, 1999.
By Order of the Board of Directors
/s/ Betty L. Jakell
Betty L. Jakell
Corporate Secretary
March 19, 1999
PAGE 23
APPENDIX
USBANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
PROXY
The undersigned shareholder(s) of USBANCORP, Inc.,
Johnstown, Pennsylvania do(es) hereby appoint Earl F. Glock and
James V. Saly, or either one of them my (our) attorney(s) with
full power of substitution, for me (us) and in my (our) name(s),
to vote all the common stock of said Corporation standing in my
(our) name(s) on its books on March 5, 1999 at the Annual Meeting
of its Shareholders to be held at the Radisson Hotel Pittsburgh,
101 Mall Boulevard, Monroeville, PA 15146-2210 on Tuesday,
April 27, 1999, at 1:30 p.m., or any adjournment(s) thereof, as
follows on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
USBANCORP, Inc. THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the Annual Meeting of
Shareholders, you can be sure your shares are represented at the
meeting by promptly returning your proxy in the enclosed
envelope.
- - For 1998 the Company earned $21.1 million or $1.48 per share
on a diluted basis. The Company's return on equity averaged
14.13% for 1998 compared to 15% for 1997 and 13.36% for
1996.
- - In 1998 total dividends declared amounted to $0.60 per share
which represented a 13% increase over 1997. Additionally,
during 1998 the Company was able to return $30 million to
its shareholders through open market repurchases of 1.2
million shares of USBANCORP, Inc. common stock.
- - In August of 1998 we successfully executed a 3 for 1 stock
split. The improved liquidity in our stock resulting from
the stock split was one factor contributing to the increased
number of shares repurchased in 1998.
[Reverse Side]
[X] Please mark votes as in this example.
IN ABSENCE OF A CONTRARY DIRECTION, THE SHARES REPRESENTED SHALL
BE VOTED IN FAVOR OF ITEM 1 AND IN THE BEST JUDGMENT OF THE
PERSONS NAMED IN THIS PROXY WITH RESPECT TO ITEM 2.
1. Election of Class I Directors for Terms Expiring 2002.
Nominees: Jerome M. Adams, James M. Edwards, Sr.,
Richard W. Kappel and Robert L. Wise
[ ] FOR [ ] WITHHELD
[ ] ______________________
For all nominees except
as noted above
2. In their discretion, vote upon such other matters as may
properly come before the meeting or any adjournment(s)
thereof.
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND
MAY BE REVOKED PRIOR TO EXERCISE.
This will ratify and confirm all that said attorney(s) may do or
cause to be done by virtue hereof. Said attorney(s) is (are)
authorized to exercise all the power that I (we) would possess if
present personally at said meeting or any adjournment thereof. I
(we) hereby revoke all proxies by me (us) heretofore given for
any meeting of Shareholders of said Corporation.
Receipt is acknowledged of the Notice and Proxy Statement for
said meeting, each dated March 19, 1999.
Please sign and return promptly in enclosed addressed envelope.
Please date and sign exactly as your name(s) appear(s) hereon.
When signing as attorney, executor, administrator, trustee or
guardian, etc., you should indicate your full title. If stock is
in joint name(s), each joint owner should sign.
Signature:_________________________ Date:____________________
Signature:_________________________ Date:____________________