[PROXY STATEMENT]
FIRST FEDERAL BANCORP, INC.
505 Market Street
Zanesville, Ohio 43701
(740) 453-0606
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1998 Annual Meeting of Shareholders of
First Federal Bancorp, Inc. ("Bancorp"), will be held at the Holiday Inn, 4645
East Pike, Zanesville, Ohio, on February 18, 1998, at 2:00 p.m., Eastern
Standard Time (the "Annual Meeting"), for the following purposes, all of which
are more completely set forth in the accompanying Proxy Statement:
1. To re-elect John C. Matesich, III, Don R. Parkhill and J. William
Plummer as directors of Bancorp for terms expiring in 2000;
2. To ratify the selection of Crowe, Chizek and Company LLP as the
auditors of Bancorp for the current fiscal year; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only shareholders of Bancorp of record at the close of business on
December 24, 1997, will be entitled to receive notice of and to vote at the
Annual Meeting. Whether or not you expect to attend the Annual Meeting, we urge
you to consider the accompanying Proxy Statement carefully and to SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE VOTED IN
ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY BE ASSURED. The
giving of a Proxy does not affect your right to vote in person in the event you
attend the Annual Meeting.
Zanesville, Ohio J. William Plummer, President and
January 9, 1998 Chief Executive Officer
Ward D. Coffman, III, Secretary
FIRST FEDERAL BANCORP, INC.
505 Market Street
Zanesville, Ohio 43701
(740) 453-0606
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of First
Federal Bancorp, Inc. ("Bancorp"), for use at the 1998 Annual Meeting of
Shareholders of Bancorp to be held at the Holiday Inn, 4645 East Pike,
Zanesville, Ohio, on February 18, 1998, at 2:00 p.m., Eastern Standard Time,
and at any adjournments thereof (the "Annual Meeting"). Without affecting any
vote previously taken, the Proxy may be revoked by a shareholder before
exercise by giving notice of revocation to Bancorp in writing or in open
meeting. Attendance at the Annual Meeting will not, of itself, revoke a Proxy.
Each properly executed Proxy received prior to the Annual Meeting and not
revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the re-election of John C. Matesich, III, Don R. Parkhill and J.
William Plummer as directors of Bancorp for terms expiring in 2000; and
FOR the ratification of the selection of Crowe, Chizek and Company LLP
("Crowe Chizek") as the auditors of Bancorp for the current fiscal year.
Proxies may be solicited by the directors, officers and other employees
of Bancorp in person or by telephone, telecopy, telegraph or mail, only for use
at the Annual Meeting and will not be used for any other meeting. The cost of
soliciting Proxies will be borne by Bancorp.
Only shareholders of record as of the close of business on December 24,
1997 (the "Voting Record Date"), are eligible to vote at the Annual Meeting.
Bancorp's records disclose that, as of the Voting Record Date, there were
1,575,116 common shares of Bancorp (the "Shares") outstanding. On all matters,
shareholders are entitled to one vote for each Share held.
This Proxy Statement is first being mailed to the shareholders of Bancorp
on or about January 9, 1998.
VOTE REQUIRED
Election of Directors
Under Ohio law and Bancorp's Code of Regulations (the "Regulations"), the
three nominees receiving the greatest number of votes will be elected as
directors. Shares as to which the authority to vote is withheld are not counted
toward the election of directors or toward the election of the individual
nominees specified on the Proxy.
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the Shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Crowe Chizek as the auditors of Bancorp for the current fiscal
year. The effect of an abstention is the same as an "against" vote. If,
however, a shareholder has signed and dated a proxy in the form of the enclosed
Proxy, but has not voted on the ratification of the selection of Crowe Chizek
as the auditors by marking the appropriate box on the Proxy, such person's
Shares will be voted FOR the ratification of the selection of Crowe Chizek as
the auditors.
VOTING SECURITIES AND OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to Bancorp to own beneficially more than five percent (5%)
of the outstanding Shares as of December 15, 1997:
Amount and Nature of Percent of
Name and Address (1) Beneficial Ownership (2) Shares Outstanding
- ---------------------- ------------------------- ------------------
Sole Shared
----------- ----------
Ward D. Coffman, III 87,160 (3) 7,000 5.91%
Connie Ayres LaPlante 36,220 (4) 70,024 (5) 6.59%
J. William Plummer 101,960 (6) 7,000 6.76%
<FN>
- -------------------
<F1> Each of the individuals listed in this table may be contacted at the
address of Bancorp, 505 Market Street, Zanesville, Ohio 43701.
<F2> Includes Shares with respect to which the shareholder has sole or shared
voting or investment power as a fiduciary for a trust or another person
and Shares held by certain family members.
<F3> Includes 18,740 Shares subject to currently exercisable options granted
under the First Federal Bancorp, Inc., 1992 Stock Option Plan for
Non-Employee Directors (the "1992 Non-qualified Plan"), the First Federal
Bancorp, Inc., 1994 Stock Option Plan for Non-Employee Directors (the
"1994 Non-qualified Plan") and the First Federal Bancorp, Inc., 1997
Performance Stock Option Plan for Senior Executive Officers and Outside
Directors (the "1997 Plan").
<F4> Includes 36,220 Shares subject to currently exercisable options granted
under the First Federal Bancorp, Inc., 1992 Incentive Stock Option Plan
for Officers and Key Employees (the "1992 ISO Plan"), the First Federal
Bancorp, Inc., 1994 Stock Option Plan for Officers and Key Employees (the
"1994 ISO Plan") and the 1997 Plan.
<F5> Does not include 1,000 Shares held by Ms. LaPlante's husband as
co-trustee of a profit sharing plan, with respect to which Ms. LaPlante
disclaims beneficial ownership.
<F6> Includes 36,220 Shares subject to currently exercisable options granted
under the 1992 ISO Plan, the 1994 ISO Plan and the 1997 Plan.
</FN>
The following table sets forth certain information with respect to the
number of Shares beneficially owned by each director of Bancorp and by all
directors and executive officers of Bancorp as a group as of December 15, 1997:
Amount and Nature of Percent of
Name and Address(1) Beneficial Ownership (2) Shares Outstanding
- ------------------------------------- ------------------------ ------------------
Sole Shared
---------- ----------
Ward D. Coffman, III 87,160 (3) 7,000 5.91%
Robert D. Goodrich, II 38,940 (4) - 2.44%
Patrick L. Hennessey 64,740 (5) 7,000 4.50%
Connie Ayres LaPlante 36,220 (6) 70,024 (6) 6.59%
John C. Matesich, III 38,740 (7) 7,625 2.91%
Don R. Parkhill 25,225 (8) 1,500 1.68%
J. William Plummer 101,960 (9) 7,000 6.76%
All directors and executive officers
of Bancorp as a group (7 people) 392,985 79,149 27.11%
<FN>
- -------------------
<F1> Each of the individuals listed in this table may be contacted at the
address of Bancorp, 505 Market Street, Zanesville, Ohio 43701.
<F2> Includes Shares with respect to which the shareholder has sole or shared
voting or investment power as a fiduciary for a trust or another person
and Shares held by certain family members.
<F3> See footnote 3 to the preceding table for a description of Mr. Coffman's
beneficial ownership.
<F4> Includes 18,740 Shares subject to currently exercisable options granted
under the 1992 Non-qualified Plan, the 1994 Non-qualified Plan and the
1997 Plan.
<F5> Includes 18,740 Shares subject to currently exercisable options granted
under the 1992 Non-qualified Plan, the 1994 Non-qualified Plan and the
1997 Plan.
<F6> See footnotes 4 and 5 to the preceding table for a description of Ms.
LaPlante's beneficial ownership.
<F7> Includes 18,740 Shares subject to currently exercisable options granted
under the 1992 Non-qualified Plan, the 1994 Non-qualified Plan and the
1997 Plan.
<F8> Includes 18,740 Shares subject to currently exercisable options granted
under the 1992 Non-qualified Plan, the 1994 Non-qualified Plan and the
1997 Plan.
<F9> See footnote 6 to the preceding table for a description of Mr. Plummer's
beneficial ownership.
</FN>
PROPOSAL ONE: ELECTION OF DIRECTORS
In accordance with Article Two of the Code of Regulations of Bancorp (the
"Regulations"), three directors are to be elected at the Annual Meeting, each
for a term of two years and until their successors are elected. Each holder of
Shares is entitled to one vote for each director position for each Share held.
No shareholder may cumulate votes in the election of directors.
In accordance with Section 2.03 of the Regulations, nominees for election
as a director may be proposed only by the directors or by a shareholder
entitled to vote for directors. The directors will consider shareholder
nominations in selecting nominees. A shareholder who wishes to make a
nomination must follow the procedures set forth in the Regulations. Such
procedures require the submission of a written nomination by the shareholder to
the Secretary of Bancorp by the later of the November 15th immediately
preceding the annual meeting of shareholders or the sixtieth day before the
first anniversary of the most recent annual meeting of shareholders held for
the election of directors. Each such written nomination must state the name,
age, business or residence address of the nominee, the principal occupation or
employment of the nominee, the number of Shares owned either beneficially or of
record by each such nominee and the length of time such Shares have been so
owned.
Unless otherwise directed, Proxies received pursuant to this solicitation
will be voted for the nominees listed below, each of whom has been designated
by the directors. In the event that any nominee listed below fails to stand for
election at the Annual Meeting, Proxies will be voted for such other person as
may be designated by the directors. Management does not anticipate that any of
the nominees listed below will fail to stand for election at the Annual
Meeting.
The Board of Directors proposes the re-election of the following persons
to terms which will expire in 2000:
Director
Name (1) Age (2) Position(s) Held Since (3)
- ---------------------- ------- ---------------------------------- ---------
John C. Matesich, III 54 Chairman and Director 1992
Don R. Parkhill 39 Director 1995
J. William Plummer 52 President, Chief Executive Officer 1992
and Director
<FN>
- -------------------
<F1> There are no family relationships among the directors or executive
officers of Bancorp.
<F2> As of December 15, 1997.
<F3> Messrs. Matesich and Plummer became directors of Bancorp in connection
with the 1992 conversion of First Federal Savings Bank of Eastern Ohio,
Inc. ("First Federal"), from mutual to stock form (the "Conversion") and
the formation of Bancorp as the holding company of First Federal. Each
director nominee also serves as a director of First Federal.
</FN>
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
Director Term
Name (1) Age (2) Position(s) Held Since (3) Expires
- ---------------------- ------- ---------------------- --------- -------
Ward D. Coffman, III 44 Secretary and Director 1992 1999
Robert D. Goodrich, II 51 Director 1992 1999
Patrick L. Hennessey 47 Director 1992 1999
Connie Ayres LaPlante 41 Treasurer and Director 1992 1999
<FN>
- -------------------
<F1> There are no family relationships among the directors or executive
officers of Bancorp.
<F2> As of December 15, 1997.
<F3> Each of such directors became a director of Bancorp in connection with
the Conversion and the formation of Bancorp as the holding company of
First Federal. Each director also serves as a director of First Federal.
</FN>
John C. Matesich, III, is the President of Matesich Distributing Co., a
beer and wine distributor in Southeastern Ohio. Mr. Matesich has been the
President of Matesich Distributing Co. since 1990 and has been employed by
Matesich Distributing Co. since 1972.
Don R. Parkhill was appointed to the Board of Directors effective October
1, 1995. Mr. Parkhill has been the President of Blackson-Parkhill Agency, Inc.,
doing business as Parkhill Sedanko Insurance Agency, Inc., in Coshocton, Ohio,
since 1987. Mr. Parkhill is also the owner of Parkhill Business and Estate
Planning, which has sold life insurance and assisted with other financial
planning needs since 1987.
J. William Plummer is currently the President and Chief Executive Officer
of First Federal. Mr. Plummer has been employed by First Federal since 1970 and
has served as the President and the Chief Executive Officer since 1979.
Ward D. Coffman, III, is an attorney who has been engaged in private
practice in the Zanesville area since 1978.
Robert D. Goodrich, II, is the Chairman of the Board and Chief Executive
Officer of Wendy's Management Group, Inc., a position he has held since 1986.
Patrick L. Hennessey is currently the President of P & D Transportation.
Mr. Hennessey has been employed by P & D Transportation since 1985.
Connie Ayres LaPlante is a Senior Vice President and the Treasurer of
First Federal. Ms. LaPlante commenced employment with First Federal in 1978.
Meetings of Directors
The Board of Directors of Bancorp met 13 times for regularly scheduled
and special meetings during the fiscal year ended September 30, 1997. Each
director attended at least 75% of the aggregate of such meetings and all
meetings of the committees of the Board of Directors of which such director is
a member.
The Board of Directors of First Federal met 24 times for regularly
scheduled and special meetings during the fiscal year ended September 30, 1997.
Committees of Directors
The Board of Directors of Bancorp has a Stock Option Committee, which
administers Bancorp's stock option plans. The Stock Option Committee is
comprised of Messrs. Coffman, Hennessey and Matesich. The Stock Option
Committee met once during the fiscal year ended September 30, 1997.
The Board of Directors of Bancorp does not have a Nominating Committee.
Nominations for election to the Board of Directors of Bancorp are determined by
the entire Board of Directors of Bancorp. In addition, the Regulations provide
a procedure for shareholders to nominate persons for election to the Board of
Directors of Bancorp. See "Election of Directors."
The Audit Committee and the Compensation Committee of the Board of
Directors of Bancorp meet in conjunction with the Audit Committee and the
Compensation Committee of the Board of Directors of First Federal. The Audit
Committee is comprised of Messrs. Coffman, Hennessey and Goodrich. The function
of the Audit Committee is to recommend the retention of outside auditors for
Bancorp and First Federal and to meet with such outside auditors to review the
results of their audit of Bancorp and First Federal. The Audit Committee met
once during the fiscal year ended September 30, 1997.
Messrs. Coffman, Goodrich and Matesich are the members of the
Compensation Committee. The Compensation Committee reviews and recommends to
the full Board of Directors salary levels and benefits for the executive
officers of First Federal and, in conjunction with management, for the other
employees of First Federal. The Compensation Committee met three times during
the fiscal year ended September 30, 1997.
The Board of Directors of First Federal also has a Loan Committee. The
function of the Loan Committee is to approve loans for amounts greater than
$200,000. Messrs. Plummer, Coffman and Hennessey are the members of the Loan
Committee. The Loan Committee met seven times by telephone during the fiscal
year ended September 30, 1997.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The following Summary Compensation Table sets forth certain information
with respect to the compensation paid by First Federal to the chief executive
officer of Bancorp and the only other officer of Bancorp to receive cash
compensation in excess of $100,000 during fiscal year 1997:
Summary Compensation Table
Long Term
Annual Compensation Compensation
---------------------- ----------------
Awards
----------------
Name and Principal Position Year Salary ($) Bonus ($) Options/SARs (#)
- --------------------------- ---- ------------ --------- ----------------
J. William Plummer 1997 $127,278 $42,351 -
President and Chief 1996 123,876 50,660 -
Executive Officer 1995 113,758 (1) 42,493 16,000 (2)
Connie Ayres LaPlante 1997 83,160 (3) 25,491 -
Treasurer 1996 80,393 (3) 28,254 -
<FN>
- -------------------
<F1> Includes directors' fees in the amount of $4,200. Does not include
amounts attributable to other miscellaneous benefits, the cost of which
was less than 10% of Mr. Plummer's cash compensation.
<F2> Represents the number of Shares underlying options granted to Mr. Plummer
under the 1994 ISO Plan. Bancorp does not have a stock benefit plan which
provides for the grant of "SARs," an abbreviation for "Stock Appreciation
Rights."
<F3> Does not include amounts attributable to other miscellaneous benefits,
the cost of which was less than 10% of Ms. LaPlante's cash compensation.
</FN>
Employment Agreements
In November 1997, First Federal entered into employment agreements with
Mr. Plummer and Ms. LaPlante, each with a term of three years. The agreements
provide for a salary review by the Board of Directors not less often than
annually and the inclusion of the employee in any formally established employee
benefit, bonus pension and profit-sharing plans for which senior management
personnel are eligible. Each employment agreement may be terminated by First
Federal at any time. In the event of termination for "just cause," as defined
in the employment agreement, the employee will have no right to receive any
compensation or other benefits for any period after such termination. In the
event of termination within one year of any change in "control" (as defined
below) of First Federal or Bancorp, each employee will be entitled to receive
(a) a payment in an amount equal to the sum of (i) the amount of compensation
to which the employee is entitled for the remainder of the term of the
agreement, plus (ii) the difference between (x) the product of three multiplied
by the total compensation paid to the employee for the immediately preceding
calendar year less (y) the amount paid to the employee pursuant to (i); and (b)
continued health, life and disability insurance and other benefits
substantially equal to those which the employee was receiving at the time the
agreement was terminated until the earliest to occur of the end of the term of
the agreement, or the date the employee becomes employed by another employer.
"Control," as defined in the employment agreements, generally refers to the
acquisition by any person or entity of the ownership or power to vote ten
percent (10%) or more of the shares of either First Federal or Bancorp, the
control of the election of a majority of the directors of either First Federal
or Bancorp or the exercise of a controlling influence over the management or
policies of either First Federal or Bancorp.
In the event of termination other than for "just cause" (as defined in
the employment agreement) or in connection with a change of control, the
employee will be entitled to a continuation of salary payments for a period of
time equal to the term of the employment agreement, as well as a continuation
of benefits substantially equal to those being provided at the date of
termination of employment until the earlier to occur of the end of the
employment agreement term or the date the employee becomes employed full-time
by another employer.
Compensation of Directors
Each non-employee director of Bancorp receives a fee of $250 per month
and $50 for each meeting of the Board of Directors attended, with payment for
two excused absences per year. Each non-employee director of First Federal
receives a fee of $500 per month and $200 for each meeting of the Board of
Directors attended, with payment for four excused absences per year. In
addition to regular fees paid to the directors of First Federal, members of the
Compensation Committee and members of the Benefits Committee who are not
employees receive $150 for each meeting attended. Members of the Loan
Committee, other than the executive officers, receive $50 for each meeting
attended in person, although no fees were paid during the fiscal year ended
September 30, 1997, because only telephonic meetings were held during the year.
No committee fees are paid to members of the Audit Committee.
Certain Transactions with First Federal
All loans by First Federal to executive officers and directors of First
Federal and Bancorp with outstanding balances during the two fiscal years ended
September 30, 1997, were made in the ordinary course of business and on the
same terms and conditions, including interest rates and collateral, as those of
comparable loans to other persons. None of such loans involve more than the
normal risk of collectibility or present other unfavorable features and are
current in their payments.
During the fiscal year ended September 30, 1997, First Federal retained
the services of Ward D. Coffman, III, an attorney engaged in private practice
in the Zanesville area. Mr. Coffman is the secretary and a director of Bancorp
and serves as general counsel to First Federal. From time to time, Mr. Coffman
will serve as general counsel to First Federal during the fiscal year beginning
October 1, 1997.
Stock Option Plans
The shareholders of Bancorp approved stock option plans for employees
(the "ISO Plans") and non-employee directors (the "Non-qualified Plans") in
1993 and in 1995. The purposes of the ISO Plans and the Non-qualified Plans
include attracting and retaining the best available personnel as officers,
employees and directors of Bancorp and First Federal and providing incentives
to the officers, employees and directors of Bancorp and First Federal by
facilitating their purchases of an ownership interest in Bancorp.
Bancorp currently has reserved 376,082 common shares for issuance under
the ISO Plans and the Non-qualified Plans, of which 234,000 were subject to
outstanding options on December 15, 1997. Options granted under the ISO Plans
are intended to qualify as "incentive stock options" ("ISOs") under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), which, if
certain conditions are met, permits the optionees to delay the recognition of
federal taxable income on the Shares received upon the exercise of options.
The Stock Option Committee of the Board of Directors may grant options
under the ISO Plans at such times as it deems most beneficial to Bancorp and
First Federal. The option exercise price for ISOs is determined by the Stock
Option Committee at the time of option grant. The exercise price must not be
less than 100% of the fair market value of the Shares on the date of the grant.
The Non-qualified Plans provide for the grant of options that are not
intended to qualify as "incentive stock options" under Section 422 of the Code
("Non-qualified Options"). Grants of Non-qualified Options are made
automatically to each non-employee director at the time the Non-qualified Plans
became effective or upon a new director's election. Non-qualified Options
granted under the 1994 Non-qualified Plan are immediately exercisable upon
grant. Non-qualified Options granted under the 1992 Non-qualified Plan are
first exercisable one year after the date of grant. The exercise price for
Non-qualified Options is at least the fair market value of the Shares on the
date of the grant. Termination or removal of an Option recipient for cause, as
defined in the ISO Plans and the Non-qualified Plans, will result in the
annulment of any outstanding Options.
The shareholders of Bancorp approved at the 1997 Annual Meeting of
Shareholders the 1997 Plan. The Board of Directors of Bancorp has reserved
54,000 Shares for issuance upon the exercise of options granted pursuant to the
1997 Plan. Unlike the ISO Plans and the Non-qualified Plans, the 1997 Plan
provides for the automatic grant of options if, and only if, the return on
average equity ("ROE") of Bancorp for any fiscal year during the five-year term
of the 1997 Plan equals or exceeds the average of the returns on equity of
Bancorp for the five fiscal years preceding any such fiscal year (the
"Average"). When the ROE during any year of the five-year term equals or
exceeds the Average, then an option to purchase 2,000 common shares will be
granted to each of the four senior executive officers of First Federal and the
five non-employee directors of First Federal and Bancorp on December 1 of such
year. However, the maximum number of common shares which may be subject to
options granted to any participant under the 1997 Plan is 6,000. As a result,
options under the 1997 Plan may be granted in only three of the five years of
the term.
The options granted to senior executive officers pursuant to the 1997
Plan are intended to qualify as ISOs, and the options granted to non-employee
directors will be Non-qualified Options. The exercise price of the options
granted pursuant to the 1997 Plan will be equal to the fair market value of the
Shares on the date of the grant, or 110% of the fair market value of the Shares
on the date of the grant to a participant who owns more than 10% of Bancorp's
outstanding Shares. Any option granted pursuant to the 1997 Plan will, unless
otherwise specified by the Stock Option Committee at the time of grant, be
exercisable immediately after the date of grant of such option, provided that
the optionee will have been a senior executive officer or non-employee director
of Bancorp or First Federal at all times during the period beginning with the
date of grant of any such option and ending on the date which is three months
before the date of exercise of the option.
All ISOs and Non-qualified Options are immediately exercisable in the
event of a "change of control," as defined in the plans. A "change of control"
includes execution of an agreement for a merger or acquisition or the
acquisition of the beneficial ownership of 25% or more of the voting shares of
Bancorp by any person or entity.
No Options were granted to either of the executive officers named in the
Summary Compensation Table under any of Bancorp's option plans during fiscal
year 1997.
The following table sets forth information regarding the number and value
of unexercised options held by the persons listed in the Summary Compensation
Table:
Aggregated Option/SAR Exercises In Last Fiscal Year
and 9/30/97 Option/SAR Values
---------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at 9/30/97(#) at 9/30/97(1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
- ---------------------- --------------- -------- ------------- -------------
J. William Plummer N/A N/A 34,220/0 $488,075/0
Connie Ayres LaPlante N/A N/A 34,220/0 $488,075/0
<FN>
- -------------------
<F1> An option is "in-the-money" if the fair market value of the underlying
Shares exceeds the exercise price of the option. The figure represents
the value of such unexercised options, determined by multiplying the
number of Shares subject to unexercised options by the difference between
the exercise prices of such options and the closing sale price for the
Shares on September 30, 1997.
</FN>
PROPOSAL TWO: RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of Bancorp has selected Crowe Chizek as the
auditors of Bancorp and its subsidiary for the current fiscal year and
recommends that the shareholders ratify such selection. Management expects that
a representative of Crowe Chizek will be present at the Annual Meeting, will
have the opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.
PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS
Any proposals of security holders intended to be included in Bancorp's
Proxy Statement for the 1999 Annual Meeting of Shareholders should be sent to
Bancorp by certified mail and must be received by Bancorp not later than
September 11, 1998.
Management knows of no other business which may be brought before the
Annual Meeting, including matters incident to the conduct of the Annual
Meeting. If, however, other matters are brought before the Annual Meeting, the
persons named in the enclosed Proxy intend to vote such Proxy in accordance
with their best judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
Zanesville, Ohio J. William Plummer, President and
December 24, 1997 Chief Executive Officer
Ward D. Coffman, III, Secretary
[PROXY CARD]
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRST FEDERAL BANCORP, INC.
THE FIRST FEDERAL BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 18, 1998
The undersigned shareholder of First Federal Bancorp, Inc. ("Bancorp")
hereby constitutes and appoints Ward D. Coffman, III; Robert D. Goodrich, II;
and Connie Ayres LaPlante, or any one of them, the Proxy or Proxies of the
undersigned with full power of substitution and resubstitution, to vote at the
Annual Meeting of Shareholders of Bancorp to be held at the Holiday Inn, 4645
East Pike, Zanesville, Ohio, on February 18, 1998, at 2:00 p.m. (the "Annual
Meeting"), all of the shares of Bancorp which the undersigned is entitled to
vote at the Annual Meeting, or at any adjournment thereof, on each of the
following proposals, all of which are described in the accompanying Proxy
Statement:
1. To re-elect three directors of Bancorp for terms expiring in 2000;
[ ] FOR all nominees listed below [ ] WITHHOLD authority to vote for
(except as marked to the all nominees listed below:
contrary below):
John C. Matesich, III
Don R. Parkhill
J. William Plummer
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -------------------------------------------------------------------------------
2. To ratify the selection of Crowe, Chizek and Company as the auditors of
Bancorp for the current fiscal year; and
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IMPORTANT: Please sign and date this Proxy on the reverse side.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. Unless otherwise specified, the shares will be
voted FOR proposals 1 and 2.
All Proxies previously given by the undersigned are hereby revoked. Receipt of
the Notice of the Annual Meeting of Shareholders of Bancorp and of the
accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificates(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should
give their full titles.
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Signature Signature
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Print or Type Name Print or Type Name
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Date: Date:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BANCORP. PLEASE
DATE, SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED FOR MAILING IN THE U.S.A.