[Nittany Financial Corp. Logo]

April 30, 2004

Dear Stockholder:

On behalf of the Board of Directors and management of Nittany Financial
Corp. (the "Company"), we cordially invite you to the 2004 Annual Meeting of
Stockholders to be held at Nittany Bank's Financial Center, located at 2541 East
College Avenue, State College, Pennsylvania, on Friday, May 21, 2004, at 10:00
a.m., local time. As indicated in the enclosed 2003 Annual Stockholders Report,
2003 was another record year for asset growth, increased earnings and the
trading price of our common stock. The attached Notice of Annual Meeting and
Proxy Statement describe the formal business of the Annual Meeting. During the
Annual Meeting, we will report on the operations of the Company. Directors and
officers of the Company, as well as a representative of S.R. Snodgrass, A.C.,
our independent certified public accountants, will be present to respond to any
questions stockholders may have.

You will be asked to elect two directors and to ratify the appointment
of the Company's independent accountants for the fiscal year ending December 31,
2004. The Board of Directors has approved each of these proposals and recommends
that you vote FOR them.

We encourage you to read the enclosed proxy statement and sign and
return your enclosed proxy card as promptly as possible, even if you plan to
attend the Annual Meeting, because a failure to do so could cause a delay in the
Annual Meeting and additional expense to the Company. A postage-paid return
envelope is provided for your convenience. This will not prevent you from voting
in person, but it will assure that your vote will be counted if you are unable
to attend the Annual Meeting. If you do decide to attend the Annual Meeting and
want to change your vote, you will be able to do so. However, if you are a
stockholder whose shares are not registered in your own name (i.e., held in
"Street Name"), you will need additional documentation from your recordholder to
vote personally at the Annual Meeting. If you plan to attend the Annual Meeting,
please let us know by marking the appropriate box on the proxy card.

Sincerely, Sincerely,

/s/Samuel J. Malizia /s/David Z. Richards, Jr.
Samuel J. Malizia David Z. Richards, Jr.
Chairman of the Board President and Chief Executive Officer

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NITTANY FINANCIAL CORP.
116 EAST COLLEGE AVENUE
STATE COLLEGE, PENNSYLVANIA 16801
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NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 2004
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Nittany Financial Corp. (the "Company"), the holding company of Nittany Bank
(the "Bank"), will be held at the Bank's Financial Center, located at 2541 East
College Avenue, State College, Pennsylvania, on Friday, May 21, 2004, at 10:00
a.m., local time, for the following purposes:

1. To elect two directors of the Company;

2. To ratify the appointment of S.R. Snodgrass, A.C. as independent
accountants of the Company for the fiscal year ending December 31,
2004;

all as set forth in the Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the Meeting and any
adjournments. The Board of Directors is not aware of any other business to come
before the Meeting. Stockholders of record at the close of business on March 31,
2004 are the stockholders entitled to vote at the Meeting and any adjournments
thereof.

A copy of the Company's Annual Report for the year ended December 31,
2003 is enclosed.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD
CAN VOTE BY WRITTEN PROXY CARD. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES
ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

/s/William A. Jaffe
William A. Jaffe
Secretary

State College, Pennsylvania
April 30, 2004

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
NITTANY FINANCIAL CORP.
116 EAST COLLEGE AVENUE
STATE COLLEGE, PENNSYLVANIA 16801
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2004 ANNUAL MEETING OF STOCKHOLDERS
May 21, 2004
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Nittany Financial Corp. (the "Company"),
the holding company of Nittany Bank (the "Bank") to be used at the Annual
Meeting of Stockholders of the Company which will be held at the Bank's
Financial Center, located at 2541 East College Avenue, State College,
Pennsylvania, on Friday, May 21, 2004, 10:00 a.m., local time (the "Meeting").
The accompanying Notice of Annual Meeting of Stockholders and this Proxy
Statement are being first mailed to stockholders on or about April 30, 2004.

All properly executed written proxies that are delivered pursuant to
this proxy statement will be voted on all matters that properly come before the
Meeting for a vote. If your signed proxy specifies instructions with respect to
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted (a)
FOR the election of the directors named in Proposal 1; (b) FOR Proposal 2
(ratification of independent public accountants); and (c) in the discretion of
the proxy holders, as to any other matters that may properly come before the
Meeting (including any adjournment). Your proxy may be revoked at any time prior
to being voted by: (i) filing with the Corporate Secretary of the Company
(William A. Jaffe, 116 East College Avenue, State College, Pennsylvania 16801)
written notice of such revocation, (ii) submitting a duly executed proxy bearing
a later date, or (iii) attending the Meeting and giving the Secretary notice of
your intention to vote in person.

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VOTING STOCK AND VOTE REQUIRED
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The Board of Directors has fixed the close of business on March 31,
2004, as the record date for the determination of stockholders who are entitled
to notice of, and to vote at, the Meeting. On the record date, there were
1,924,621 shares of the Company's common stock outstanding (the "Common Stock").
Each stockholder of record on the record date is entitled to one vote for each
share held. The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. With respect to any matter, any shares for which a broker
indicates on the proxy that it does not have discretionary authority as to such
shares to vote on such matter (the "Broker Non-Votes") will not be considered
present for purposes of determining whether a quorum is present. In the event
there are not sufficient votes for a quorum or to ratify any proposals at the
time of the Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.

As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees as submitted as
Proposal 1, proposed by the Board, or to withhold authority to vote for the
nominees being proposed. Directors are elected by a plurality of votes cast.

As to the ratification of independent auditors as set forth in Proposal
2, by checking the appropriate box, a stockholder may: vote "FOR" the item, (ii)
vote "AGAINST" the item, or (iii) vote to "ABSTAIN" on such item. Unless
otherwise required by law, Proposal 2 and any other matters shall be determined
by

a majority of votes cast affirmatively or negatively without regard to (a)
Broker-Non Votes or (b) proxies marked "ABSTAIN" as to that matter.

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PRINCIPAL HOLDERS
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Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the record date, persons or groups who own more than 5%
of the Common Stock. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of Common Stock at the
record date.

Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner(1) Beneficial Ownership (2) Outstanding(%)
- --------------------------------------- ------------------------ --------------

David K. Goodman, Jr. 177,759 9.2%
Samuel J. Malizia 234,998 12.2%
J. Garry McShea 112,695 9.0%
Donald J. Musso 107,302 5.6%

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(1) The address of each beneficial owner is 116 East College Avenue, State
College, Pennsylvania 16801.
(2) See "Proposal I - Election of Directors."

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Company's directors,
executive officers, and beneficial owners of more than 10% of the Company's
Common Stock, to file reports of ownership and changes in ownership of their
equity securities of the Company with the Securities and Exchange Commission and
to furnish the Company with copies of such reports. Based solely upon a review
of such reports furnished to the Company or representations that no such reports
were required, all of the filings by the Company's directors and executive
officers were made on a timely basis.

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PROPOSAL 1 - ELECTION OF DIRECTORS
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The amended articles of incorporation (the "Articles of Incorporation")
requires that directors be divided into four classes, as nearly equal in number
as possible, each class to serve for a four year period, with approximately
one-fourth of the directors elected each year. The Board of Directors currently
consists of seven members, each of whom also serves as a director of the Bank.
Two directors will be elected at the Meeting, each to serve for a four-year term
or until his successor has been elected and qualified.

David K. Goodman and William A. Jaffe (the "Nominees") have been
nominated by the Board of Directors to serve as directors. The Nominees are
currently members of the Board and have been nominated for four-year terms to
expire in 2008.

The persons named as proxies in the enclosed proxy card intend to vote
for the election of the Nominees, unless the proxy card is marked to indicate
that such authorization is expressly withheld. Should the Nominees withdraw or
be unable to serve (which the Board of Directors does not expect) or should any
other vacancy occur in the Board of Directors, it is the intention of the
persons named in the enclosed proxy

card to vote for the election of such persons as may be recommended to the Board
of Directors by the Nominating Committee of the Board. If there are no
substitute nominees, the size of the Board of Directors may be reduced.

The following table sets forth information with respect to the Nominees
and the other sitting directors, including for each their name, age, the year
they first became a director of the Company, the expiration date of their
current term as a director, and the number and percentage of shares of the
Common Stock beneficially owned. Beneficial ownership of executive officers and
directors of the Company, as a group, is also set forth under this caption.

Shares of Common
Year First Current Stock Beneficially
Elected or Term to Owned as of Percent
Name and Title Age(1) Appointed Expire March 31, 2004(2) Owned (%)
-------------- ------ --------- ------ ----------------- ---------

BOARD NOMINEES FOR TERMS TO EXPIRE IN 2008
David K. Goodman, Jr.
Director 50 1999 2004 177,759 9.2%
William A. Jaffe
Director and Secretary 65 1997 2004 37,039 1.9%
DIRECTORS CONTINUING IN OFFICE
Donald J. Musso
Director 44 1997 2005 107,302 5.6%
Samuel J. Malizia
Chairman of the Board 49 1997 2006 234,998 12.2%
David Z. Richards, Jr.
President, Chief Executive 43 1997 2006 59,665 3.1%
Officer and Director
J. Garry McShea
Director 49 1999 2007 172,695 9.0%
D. Michael Taylor
Director 62 1998 2007 40,580 2.1%
NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Richard C. Barrickman
Senior Vice President 52 -- -- 37,272 1.9%
John E. Arrington
Vice President 39 -- -- 35,657 1.9%
Scott R. Lamb
Vice President 41 -- -- 12,432 *
CERTAIN OTHER EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Gary M. Bradley
Vice President and Chief 52 -- -- 1,728 *
Accounting Officer
All directors and executive -- -- -- 917,127 47.7%
officers of the Company as a
group (11 persons)

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(1) At December 31, 2003.
(2) The share amounts include shares of Common Stock that the following persons
have a right to purchase pursuant to exercisable stock options within 60
days of the record date, as follows: Samuel J. Malizia - 44,872 shares,
David Z. Richards, Jr.- 12,645 shares, J. Garry McShea - 16,149 shares, D.
Michael Taylor- 17,056 shares, David K. Goodman, Jr.- 150 shares, William
A. Jaffe - 17,087 shares, Donald J. Musso - 26,232 shares, Richard C.
Barrickman - 24,804 shares, John E. Arrington - 23,062 shares, Scott R.
Lamb - 8,174 shares and Gary Bradley - 48 shares.
* Less than 1% of the outstanding of Common Stock.

Biographical Information

Set forth below is certain information with respect to the directors,
including the Nominees and Executive Officers of the Company.

Nominees For Directors:

David K. Goodman, Jr. is the President and Chief Executive Officer of
D. C. Goodman & Sons, Inc., a Huntingdon based contracting firm. The firm
specializes in construction for industry, institutions, and commercial customers
in the fields of fire protection sprinkler systems, mechanical, and electrical
contracting. Mr. Goodman is a member of the board of directors of Huntingdon
County United Way, Huntingdon County Business & Industry Council and is an
emeritus member of the board of directors of J. C. Blair Memorial Hospital. He
is also a Trustee of Juniata College. Mr. Goodman received his education at
Juniata College and holds numerous professional memberships in fire protection
and contracting organizations.

William A. Jaffe is the President and owner of The Jaffe Group, a Human
Resource Consultancy, headquartered in State College, Pennsylvania, which he
established in January 1996. Previously, he was Compensation and Human Resource
Practice Leader for the Mid-Atlantic Region of Alexander & Alexander Consulting
Group and a Vice President of Towers Perrin. Mr. Jaffe received his Bachelor of
Arts degree in journalism from Penn State University and Master of Science
degree in Management from the University of Illinois. He is past President of
The Mount Nittany Conservancy, President of the Penn State College of
Communications Alumni Society, and is the past chair of the Penn State Hillel
Foundation. He is a member of the executive committee and board of directors of
the Chamber of Business and Industry of Centre County; and, as a community
volunteer, serves on the boards of the Centre County Community Foundation,
Centre County United Way, Pennsylvania Centre Stage, Penn State All Sports
Museum and Knight Foundation's State College Community Advisory Board.
Additionally, Mr. Jaffe served as an adjunct associate professor at The George
Washington University from 1991 to 1995, and is currently an adjunct lecturer in
management at Penn State. In 1996, Mr. Jaffe was named a Penn State Alumni
Fellow.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
THE ABOVE NOMINEES FOR DIRECTORS.

Continuing Directors:

Donald J. Musso is the founder of FinPro, Inc., a consulting and
investment banking firm which specializes in providing advisory services
nationally to the financial institutions industry. Mr. Musso has a Bachelor of
Science in Finance from Villanova University and an MBA in Finance from
Fairleigh Dickinson University. Mr. Musso's corporation has represented hundreds
of financial institutions nationally in connection with business plans,
appraisals, asset liability management, mergers and acquisitions, branch
acquisitions and de novo financial institutions. Prior to establishing FinPro,
he had direct industry experience, having managed the

Corporate Planning and Mergers and Acquisitions departments for Meritor
Financial Group, a $20 billion dollar institution in Philadelphia. Prior to
that, he was responsible for the banking, thrift and real estate consulting
practice in New Jersey for DeLoitte, Haskins and Sells. Mr. Musso is an
instructor of strategic planning and mergers and acquisitions for the Stonier
Graduate School of Banking. He also teaches planning at the Graduate School of
Banking at Colorado and provides director training for several state
organizations.

Samuel J. Malizia is the Chairman of the Board and co-founder of the
Company and Nittany Bank. Mr. Malizia is a founding partner of the law firm of
Malizia Spidi & Fisch, PC, a law firm with offices in Washington, DC and State
College, Pennsylvania. For over 23 years, Mr. Malizia has specialized in
transactional, securities and regulatory matters for financial institutions and
related entities. He received a Bachelor of Science Degree with Distinction in
accounting from the Pennsylvania State University and a Juris Doctor Degree from
the George Washington University. He served as Attorney Advisor to Special Trial
Judge Francis Cantrel at the United States Tax Court and attended the Masters of
Law in Taxation program at the Georgetown University where he was associate
editor of the Tax Lawyer. He is a member of the Pennsylvania and District of
Columbia bars, the U.S. Tax Court, U.S. Claims Court, U.S. Court of Appeals for
the District of Columbia and a member of the Federal Bar Association and
American Bar Association. He is an alumnus of several Penn State University's
organizations, including Lions Paw, Skull and Bones Honor Society, Beta Alpha
Psi and Omicron Delta Kappa. He is a member of the board of directors of Mercer
Insurance Group, Inc. and Mercer Mutual Insurance Company. He has also served on
the board of directors of the Lions Paw Alumni Society, the Mount Nittany
Conservancy and the Centre County Theatre for the Performing Arts. Mr. Malizia
is also an active member of Our Lady of Victory Catholic Church in State
College, Pennsylvania, where he coaches the OLV school football team.

David Z. Richards, Jr. is one of the founders of the Company and
Nittany Bank and serves as President and Chief Executive Officer of both
entities. Richards began his community banking career in 1977,working part time
at the First National Bank of Danville, PA during high school and college. He
continued with the bank upon graduation from Susquehanna University with a BS in
Finance in 1982 and served the bank in various capacities, including Vice
President and Financial Officer. While at the Danville bank, Richards helped to
pioneer many new innovations such as the bi-weekly mortgage and began one of the
nation's first discount brokerage operations in a community bank. In 1986,
Richards became the youngest graduate of the ABA's Stonier Graduate School of
Banking. In 1990, he joined the 118 year old Mifflinburg Bank and Trust Company,
Mifflinburg, PA ($90 million in assets). As President and CEO of Mifflinburg
Bank, the company enjoyed strong growth to approximately $200 million in assets
when he left to start Nittany Bank in 1997. Richards has served and chaired
various committees for both the Pennsylvania Bankers Association (PBA) and the
American Bankers Association (ABA). Currently he is a member of the FURST Board
of Directors for the Kirchman Corporation and the Enterprise Technology Alliance
board of directors, a multi-bank owned data processing consortium. He is active
in a number of local charitable organizations, including serving as treasurer of
the State College Area YMCA and resides in State College with his wife, Jane,
and two daughters, Lauren (15) and Meghan (14).

J. Garry McShea has been owner and founder of the J.G. McShea
Construction Company, Boalsburg, Pennsylvania since 1978. McShea Construction
specializes in custom home construction, remodeling projects,
commercial/residential rental properties and land development. Prior to this,
Mr. McShea was employed by Certain Teed Corporation, Valley Forge, Pennsylvania,
as a Residential Building Material Specialist. Mr. McShea is a past President
and 25 year member of the Builders Association of Central Pennsylvania. He is a
Director of the Tussey Mountain Ski Corporation and served on the Harris
Township Planning Commission. Mr. McShea received a Bachelor of Science Degree
in Marketing from the Pennsylvania State University College of Business.

D. Michael Taylor is an architect, real estate developer and
entrepreneur, who has resided in the State College area for 33 years. Mr. Taylor
has a Bachelor of Architecture degree from Kansas State University. Upon
graduation, he spent six years in commercial architecture for Phillips Petroleum
Company and several years working directly in the construction business. From
1978 to 1988 Mr. Taylor was part owner of Whitehill Lighting and Supply Company
and Village Hardware located in State College. From 1988 to present Mr. Taylor
has specialized in the design, construction and rental of several office
buildings in the State College area.

Named Executive Officers Who Are Not Directors:

Richard C. Barrickman, was appointed Senior Vice President of the
Company and the Bank upon completion of the formation of the Bank on October 23,
1998. Mr. Barrickman was employed by PNC Bank, N.A. ("PNC") and its predecessors
through mergers. Prior to merger with PNC and its predecessors in 1982, Mr.
Barrickman was the President of Mt. Nittany Savings and Loan Association. Mr.
Barrickman is a native of State College, Pennsylvania.

John E. Arrington, was appointed Vice President of the Company and Vice
President of Retail Banking upon completion of the formation of the Bank on
October 23, 1998. He is also President of Nittany Asset Management, Inc.
Previously, Mr. Arrington was employed by PNC and its predecessors, serving in a
variety of capacities, most recently as Vice President. Mr. Arrington is active
in youth sports programs and serves on the board of several local non-profit
agencies.

Scott Lamb, joined the Company and Bank on July 6, 2001 to serve as
Vice President and Vice President of Lending, respectively. Previously, Mr. Lamb
was a Vice President - Market Manager, of M&T Bank, State College, Pennsylvania.

Certain Other Executive Officers Who Are Not Directors:

Gary M. Bradley joined the Company in February 2002 and serves as the
Chief Accounting Officer. Prior to joining Nittany Financial, he was employed as
a Vice President and Auditor of Promistar Financial Corporation. He is a
Certified Public Accountant licensed in the State of Pennsylvania and a
Certified Bank Auditor. He is chairman of the Cresson Township Municipal
Authority, treasurer of the Allegheny Highlands Regional Theatre, and a trustee
board member of the Cresson Public Library.

Community Advisory Board of Directors:

The Bank has created a Community Advisory Board of Directors to help
evaluate the needs of the community and to solicit ideas and comments from the
business community and general populous. The members of the Community Advisory
Board are selected on a yearly basis and meet at least every calendar quarter.
The Community Advisory Board serves by an appointment from the Board of
Directors of the Bank. Set forth below are the names of the members of the
Community Advisory Board along with a brief description of their occupation.
Beginning in November 2003, members of the Community Advisory Board received
$100 per meeting attended.

Craig Avedesian is the President and part-owner of Federal Carbide Co.
located in Tyrone, Pennsylvania. Mr. Avedesian is a resident of State College,
Pennsylvania.

D. Patrick Daugherty is the owner of the Tavern Restaurant located in
State College, Pennsylvania.

Dr. Richard Doerfler is in private practice as an orthodontist in State
College, Pennsylvania. He is also an Associate Professor in the Department of
Orthodontics at the University of Pittsburgh's School of Dental Medicine. Dr.
Doerfler is a resident of State College, Pennsylvania.

Kelly Grimes is the President of five Wendy's restaurants headquartered
in State College, Pennsylvania. Ms. Grimes is a resident of State College,
Pennsylvania.

Christopher Kunes is the owner of Christopher Kunes General Contractor,
State College, Pennsylvania.

James Meister recently retired as a Special Assistant to the Athletic
Director of the Pennsylvania State University, State College, Pennsylvania. He
also is a retired vice president of ALCOA. Mr. Meister is a resident of State
College, Pennsylvania.

Lori Pacchioli is a freelance marketing/public relations consultant
working from her home in State College while raising a toddler. She is the
former director of Outreach/Marketing for Penn State Public Broadcasting. For
ten years prior, Ms. Pacchioli was the Director of Public Relations for
Brookline Village.

Anne Riley is a member of the Pennsylvania State Board of Trustees and
is past president of the Pennsylvania State University Alumni Association, State
College, Pennsylvania. Ms. Riley is also a member of the Renaissance board of
directors and the Mt. Nittany Conservatory board of directors, State College,
Pennsylvania. She is a resident of State College, Pennsylvania.

Richard Shore is Senior Vice President of Corporate Development and Tax
Affairs for Tele-Media, Corporation of Delaware, Inc., Pleasant Gap,
Pennsylvania. Mr. Shore is a resident of State College, Pennsylvania.

Donn Wagner is President of Alleghenies Analysis, Boalsburg,
Pennsylvania. Mr. Wagner is a resident of Boalsburg, Pennsylvania.

William Updegraff is the owner of Updegraff & Updegraff, an accounting
firm located in State College, Pennsylvania. Mr. Updegraff is a resident of
Harris Township, Pennsylvania.

Neil Herlocher is President of Herlocher Foods, Inc., State College,
Pennsylvania. Mr. Herlocher resides in State College, Pennsylvania.

Charles F. Wild is a partner in the firm of R.H. Marcon, Inc., State
College, Pennsylvania. He also holds the position of Secretary/Treasurer of the
Marcon Corp. Mr. Wild is a resident of State College, Pennsylvania.

Dennis J. Rallis is the owner of the Lion's Den and Old State Clothing
Company located in State College, Pennsylvania. He is a partner of Nittany
Embroidery & Digitizing, Inc., Pleasant Gap, Pennsylvania. Mr. Rallis resides in
Centre Hall, Pennsylvania.

Philip Bosak is President of Bosak Construction, Inc., Centre Hall,
Pennsylvania. Mr. Bosak is a resident of Centre Hall, Pennsylvania.

Jay Lutz is President of Preferred Staffing Solutions in State College,
Pennsylvania. Mr. Lutz is a resident of State College, Pennsylvania.

Meetings and Committees of the Board of Directors

During 2003, the Company's Board of Directors held a total of 12
meetings and the Bank's Board of Directors also held a total of 12 meetings. No
director attended fewer than 75% of the total meetings of the Company's Board of
Directors and committees during the period of his service. In addition to other
committees, as of December 31, 2003, the Company had a Nominating Committee, a
Compensation Committee, and an Audit Committee.

The Board of Directors of the Company acts as the Nominating Committee,
which is not a standing committee. Nominations to the Board of Directors made by
stockholders must be made in writing to the Secretary and received by the
Company not less than 60 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders of the Company. Notice to the Company
of such nominations must include certain information required pursuant to the
Company's Bylaws. See "-- Director Nomination Process" The Board of Directors
acting as the Nominating Committee met one time during the 2003 fiscal year.

The Compensation Committee is comprised of Directors Jaffe, Goodman,
Malizia and McShea. This standing committee establishes the Bank's salary budget
for approval by the Board of Directors. The Committee met four times during the
2003 fiscal year.

The Audit Committee is comprised of Directors Musso (Chairman), Jaffe,
Goodman, and McShea. All such members are independent as such term is defined
under the rules and regulations of the Nasdaq. The Board of Directors has
determined that Donald J. Musso is an audit committee financial expert within
the meaning of the regulations of the Securities and Exchange Commission based
upon his experience. The Audit Committee is a standing committee and is
responsible for developing and maintaining the Company's audit program. The
Audit Committee meets with the Company's independent accountants to discuss the
results of the annual audit and any related matters.

The Audit Committee has adopted a written charter, a copy of which is
attached as Appendix A hereto. The Audit Committee met three times during the
fiscal year ended December 31, 2003.

Audit Fees

Audit Fees. The aggregate fees billed by S.R. Snodgrass, A.C. for
professional services rendered for the audit of the Company's annual
consolidated financial statements and for the review of the consolidated
financial statements included in the Company's Quarterly Reports on Form 10-QSB
for the fiscal years ended December 31, 2003 and 2002 were $43,184 and $38,900,
respectively.

Audit Related Fees. There were no fees billed by S.R. Snodgrass, A.C.
for assurance and related services related to the audit of the annual financial
statements and to the review of the quarterly financial statements for the years
ended December 31, 2003 and 2002.

Tax Fees. The aggregate fees billed by S.R. Snodgrass, A.C. for
professional services rendered for tax compliance, tax advice or tax planning
for the years ended December 31, 2003 and 2002 were $13,104 and $35,900,
respectively.

All Other Fees. There were no fees billed by S.R. Snodgrass, A.C. for
professional services rendered for services or products other than those listed
under the captions "Audit Fees," "Audit-Related Fees," and "Tax Fees" for the
years ended December 31, 2003 and 2002.

It is the Audit Committee's policy to pre-approve all audit and
non-audit services prior to the engagement of the Company's independent auditor
to perform any service. All of the services listed above for 2002 and 2003 were
approved by the Audit Committee prior to the service being rendered.

Director Nomination Process

The Company does not have a standing nominating committee. The
Company's full Board of Directors acts as a nominating committee for selecting
the management's nominees for election of directors in accordance with the
Company's Bylaws. The Board feels it is appropriate for the full Board to serve
this function because the Company has a relatively small Board, making action by
committee unnecessary for purposes of managing nominations. The Board does not
have a charter governing its nominating function. As defined by Nasdaq, each
director, other than President Richards, is an independent director.

The Company does not pay fees to any third party to identify or
evaluate or assist in identifying or evaluating potential nominees. The Board's
process for identifying and evaluating potential nominees includes soliciting
recommendations from directors and officers of the Company and the Bank.
Additionally, the Board will consider persons recommended by stockholders of the
Company in selecting the Board's nominees for election. There is no difference
in the manner in which the Board evaluates persons recommended by directors,
officers or employees and persons recommended by stockholders in selecting Board
nominees.

Stockholder Communications

The Board of Directors has a policy for stockholder communications to
the Board. The Board welcomes all communications to the Board as a whole and to
individual members. Written communications received by the Company or by any
Board members individually from stockholders are shared with the full Board no
later than the next regularly scheduled Board meeting. The Board encourages, but
does not require, directors to attend the annual meeting of stockholders. All of
the Board's seven members attended the 2003 annual meeting of stockholders.

- --------------------------------------------------------------------------------
AUDIT COMMITTEE REPORT
- --------------------------------------------------------------------------------

The Audit Committee has reviewed and discussed the audited financial
statements of the Company with management and has discussed with S.R. Snodgrass,
A.C., the Company's independent auditors, the matters required to be discussed
under Statement of Auditing Standards No. 61 ("SAS 61"). In addition, the Audit
Committee received from S.R. Snodgrass, A.C. the written disclosures and the
letter required to be delivered by S.R. Snodgrass, A.C. under Independence
Standards Board Standard No. 1 ("ISB Standard No. 1") and has discussed with
representatives of S.R. Snodgrass, A.C. their independence.

The Audit Committee has reviewed the non-audit services currently
provided by the Company's independent auditor and has considered whether the
provision of such services is compatible with maintaining the independence of
the Company's independent auditors.

Based on its review of the financial statements, its discussion with
S.R. Snodgrass, A.C. regarding SAS 61, and the written materials provided by
S.R. Snodgrass, A.C. under ISB Standard No. 1 and the related discussion with
S.R. Snodgrass, A.C. of their independence, the Audit Committee has recommended
that the

audited financial statements of the Company be included in its Annual Report on
Form 10-KSB for the year ended December 31, 2003, for filing with the Securities
and Exchange Commission.

AUDIT COMMITTEE

Donald J. Musso
William A. Jaffe
David K. Goodman, Jr.
J. Garry McShea

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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------

Director Compensation

Each director is paid an annual retainer of $10,000 per year plus $100
for each committee meeting attended except for the Chairman of the Board who has
requested the Company to donate his fees to local charities. The Bank paid a
total of $59,300 in directors' fees for the year ended December 31, 2003. The
Company does not pay any additional compensation for membership on its Board of
Directors.

Option Plan

Under the 1998 stock option plan, as amended (the "Option Plan"), which
was approved by shareholders on May 24, 1999, each director was granted stock
options. During fiscal 2001, under the Option Plan, each non- employee director
was awarded additional stock options to purchase 10,692 shares of Common Stock,
exercisable at the rate of 25% per year beginning on October 25, 2001. Messrs.
Richards, Barrickman and Arrington were each granted stock options to purchase
19,800 shares of Common Stock, exercisable at the rate of 20% per year beginning
on October 25, 2001. Mr. Lamb was granted stock options to purchase 13,464
shares of Common Stock, exercisable at the rate of 20% per year beginning on
October 25, 2001.

Executive Officer Compensation

The Company has no full time employees, but relies on the employees of
the Bank for the limited services. All compensation paid to officers and
employees is paid by the Bank.

Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the chief executive officer and
each executive officer of the Company who received salary and bonus in excess of
$100,000. No other executive officer of either the Bank or the Company had a
salary and bonus that exceeded $100,000 for services rendered for the years
presented.

Long Term
Annual Compensation Compensation Awards
------------------- -------------------
Securities
Name and Fiscal Underlying Other
Principal Position Year Salary($) Bonus($) Options(#)(1) Compensation
- ------------------ ---- --------- -------- ------------- ------------

David Z. Richards, Jr. 2003 138,000 53,544 -- 25,041(2)(3)
President and Chief Executive Officer 2002 118,000 56,875 -- 4,056(4)
2001 112,500 40,725 19,800 2,153(5)

Richard C. Barrickman 2003 88,000 34,144 -- 15,968(2)(3)
Senior Vice President 2002 83,250 40,216 -- 2,654(4)
2001 80,000 28,000 19,800 2,072(5)

John E. Arrington 2003 74,500 28,906 -- 13,518(2)(3)
Vice President 2002 70,000 33,740 -- 2,406(4)
2001 65,000 23,530 19,800 1,760(5)

Scott R. Lamb 2003 74,500 28,906 -- 2,980(3)
Vice President 2002 71,500 26,169 -- 1,192(4)
2001 70,000 7,420 13,464 --

- ------------
(1) See "-- Stock Awards."
(2) At December 31, 2003 includes $21,418, $13,658, and $11,562 of accrued
benefits under the SERP.
(3) At December 31, 2003 includes $3,623, $2,310, $1,956, and $2,980 of
matching contributions under the Bank's 401(k) Plan.
(4) At December 31, 2002 includes $4,056, $2,654, $2,406, and $1,192 of
matching contributions under the Bank's 401(k) Plan.
(5) At December 31, 2001 includes $2,153, $2,072, $1,760, and $0 of matching
contributions under the Bank's 401(k) Plan.

Employment Agreement. The Bank and the Company entered into separate
employment agreements with Messrs. Richards, Barrickman and Arrington,
respectively (the "Agreements"). The Agreements each have a term of three, two
and one years, respectively, and may be renewed annually by the Board of
Directors upon a determination of satisfactory performance within the Board's
sole discretion. If Messrs. Richards, Barrickman and Arrington should become
disabled during the term of the Agreements, each shall continue to receive
payment of 80% of the base salary for a period of 3 months and 50% of such base
salary for a period of 12 months, but not exceeding the remaining term of the
Agreements. Such payments shall be reduced by any other benefit payments made
under other disability programs in effect for the Bank's employees. Under the
Agreements, Messrs. Richards, Barrickman and Arrington may be terminated for
"just cause" as defined in the Agreements. If Messrs. Richards, Barrickman or
Arrington are terminated without just cause, each will be entitled to a
continuation of his salary from the date of termination through the remaining
term of his agreement. The Agreements contain a provision stating that in the
event of the termination of employment in connection with a change in control of
the Company or Bank, Messrs. Richards, Barrickman and Arrington will be paid a
lump sum amount equal to 2.99, two, and one times, respectively, their five year
average annual taxable compensation. If such payments had been made under the
Agreements as of December 31, 2003, such payments for Messrs. Richards,
Barrickman and Arrington would have equaled approximately $412,530, $192,445,
and $77,739, respectively.

Change in Control Severance Agreement. The Bank has entered into a
change in control severance agreement with Scott Lamb. The Agreement has a term
of three years, and may be renewed annually by the Board of Directors upon a
determination of satisfactory performance within the Bank's sole discretion. If
Mr. Lamb's employment is terminated in connection with a change in control of
the Company or the Bank, Mr. Lamb will be paid twelve times his monthly base
salary. If such payment had been made under the Agreement as of December 31,
2003, Mr. Lamb would have received $74,500.

Supplemental Executive Retirement Plan. The Bank has adopted a
Supplemental Executive Retirement Plan ("SERP") for the benefit of David Z.
Richards, Jr., Richard C. Barrickman and John E. Arrington. The Bank makes an
annual accrual equal to not less than ten percent of the annual bonus award
under the Nittany Bank Bonus Plan. In addition, the Bank will contribute an
additional accrual each year equal to the interest rate payable on the 10-year
Treasury bond, as adjusted quarterly. Further, the Bank may within its
discretion elect to make an additional contribution to the participant's
account. For 2003, the Bank made an additional contribution equal to 400% of the
participant's deferral. The additional contribution made by the Bank vests over
a five-year period beginning on the one-year anniversary of such contribution.
The accumulated deferred compensation account for each participant will be
payable to such participant at any time following the retirement at age 65,
early retirement at age 60, disability, death or termination of employment
following a change in control of the Bank or the Company.

Stock Awards. The following table sets forth information concerning
previously awarded stock options pursuant to the Option Plan to the named
executive officers in the Summary Compensation Table and the year end value of
such outstanding options. There were no additional grants of options to the
named executive officers during fiscal year 2003. No stock appreciation rights
are authorized under the Option Plan.

Aggregated Option Exercises in Last Fiscal Year, and FY-End Option Values
-------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-The-Money Options
Shares Acquired Value FY-End(#) at FY-End($)
Name on Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------------- ----------- ------------------------- -------------------------

David Z. Richards, Jr. 29,040(1) 344,414(1) --/-- --/--
-- -- 669/-- 8,015/--(3)
-- -- 11,880/7,920 136,026/90,684(4)

Richard C. Barrickman -- -- 12,196/-- 140,864/--(2)
-- -- 632/-- 7,571/--(3)
-- -- 11,880/7,920 136,026/90,684(4)

John E. Arrington -- -- 10,454/-- 120,744/--(2)
-- -- 632/-- 7,571/--(3)
-- -- 11,880/7,920 136,026/90,684(4)

Scott R. Lamb -- -- --/-- --/--
-- -- --/-- --/--
-- -- 8,078/5,386 92,493/61,670(4)

- ---------------
(1) Such options were exercised on October 28, 2003 and do not reflect the
stock dividend paid on March 31, 2004.
(2) Based upon an exercise price of $5.74 per share and estimated price of
$17.29 at December 31, 2003.
(3) Based upon an exercise price of $5.31 per share and estimated price of
$17.29 at December 31, 2003.
(4) Based upon an exercise price of $5.84 per share and estimated price of
$17.29 at December 31, 2003.

- --------------------------------------------------------------------------------
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
- --------------------------------------------------------------------------------

S.R. Snodgrass, A.C. was the Company's independent public accountants
for the fiscal year ending December 31, 2003. The Board of Directors has
appointed S.R. Snodgrass, A.C. to be its accountants for the fiscal year ending
December 31, 2004, subject to ratification by the Company's stockholders. A
representative of Snodgrass is expected to be present at the Meeting to respond
to stockholders' questions and will have the opportunity to make a statement if
the representative so desires.

Ratification of the appointment of the accountants requires the
affirmative vote of a majority of the votes cast by the stockholders of the
Company at the Meeting. The Board of Directors recommends that stockholders vote
"FOR" the ratification of the appointment of S.R. Snodgrass, A.C. as the
Company's accountants for the fiscal year ending December 31, 2004.

- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------

The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The loans
have been 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 the Bank's other customers, and do not involve
more than the normal risk of collectibility, or present other unfavorable
features.

Samuel J. Malizia, the Company's Chairman, is a partner in the law firm
of Malizia Spidi & Fisch, PC which performs legal work for the Company and the
Bank in the normal course of business.

- --------------------------------------------------------------------------------
2005 ANNUAL MEETING STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------

In order to be considered for inclusion in the Company's proxy
statement for the annual meeting of stockholders to be held in 2005, all
stockholder proposals must be submitted to the Secretary at the Company's
office, 116 East College Avenue, State College, Pennsylvania 16801 on or before
December 31, 2004. Under the Articles of Incorporation, in order to be
considered for possible action by stockholders at the 2005 annual meeting of
stockholders, stockholder nominations for director and stockholder proposals not
included in the Company's proxy statement must be submitted to the Secretary of
the Company, at the address set forth above, no later than March 22, 2005.

- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------

The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees, and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.

- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2003 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, NITTANY FINANCIAL
CORP., 116 EAST COLLEGE AVENUE, STATE COLLEGE, PENNSYLVANIA 16801.

BY ORDER OF THE BOARD OF DIRECTORS

/s/William A. Jaffe
William A. Jaffe
Secretary
State College, Pennsylvania
April 30, 2004

Appendix A

Nittany Financial Corp.
Audit Committee Charter

1. PURPOSE

o The Audit Committee (the "Committee") will provide the Board of
Directors ("the Board") of Nittany Financial Corp. (the "Corporation")
with a direct contact to the external auditors, internal auditors, and
senior management in order to assist the Board in the discharge of
their fiduciary obligation to the shareholders.

o The Committee will serve as a objective party to monitor the
Corporation's financial and internal control system.

o The Committee is empowered to initiate candid discussions with
management, the external auditors, and internal auditors regarding
issues affecting judgment and quality.

o Independent communication and information will flow between the
Committee and the internal and external auditors.

o The Committee will prepare a report for inclusion in the proxy which
describes their group's composition and responsibilities.

2. COMPOSITION

o The Audit Committee shall be comprised of three or more directors
appointed by the full Board, each of whom shall be considered
"independent" using the current criteria established by the SEC and
the Office of Thrift Supervision. In addition, the President and CEO
and Chairman of the Board will attend the meetings as non-voting
attendees and may be excused by the committee at any time for private
discussions.

o No member shall be an active or retired employee of the Corporation or
any of its affiliates unless such person has been retired for at least
three years, or have a family relationship with any such person.

o No member may have a relationship which, in the opinion of the Board,
interferes with the exercise of independent in carrying out
responsibilities as a member of the Committee.

o No member may be a partner, controlling shareholder or an executive
officer of any for- profit business organization to which the
Corporation made, or from which the Corporation received, revenue that
exceeded 5% of the Corporation or the business organization's
consolidated gross revenues for that year or any year in the past
three years.

o No member may accept compensation from the Corporation or any of its
affiliates in excess of $60,000 during the prior fiscal year, other
than compensation for Board services.

o All members of the Committee will have a familiarity with financial
and accounting concepts plus practices commonly used in a financial
institution. All should have the ability to read and understand
fundamental financial statements including the company's balance
sheet, income statement, and statement of cash flow.

A-1

o At least one member of the Committee must have held a position in an
accounting or have related financial management expertise.

3. MEETINGS

o The Committee will meet quarterly for a total of four meetings per
year.

o The Corporation's internal auditors and external auditors shall meet
at least once per year with the Audit Committee. The committee may
request meeting with both internal and external auditors without any
members of management present.

o Minutes will be kept for all meetings and a simple majority of members
present will be necessary for any action.

o The Committee will have the sole discretion in determining the agenda
for the meetings.

o Senior management and departmental personnel may attend the meeting at
the request of the Committee to discuss matters of particular interest
to the Committee.

4. DUTIES

a. General

o The primary responsibility of the Committee is to oversee the
Corporation's financial reporting process on behalf of the Board
and to report the result of their activities to the Board. The
Corporation's management is responsible for preparing the
financial statement and the Corporation's independent auditors
are responsible for auditing those financial statements.

o The Committee will adopt a formal written Charter that is
annually approved by the full Board. The Charter will outline the
Committee's duties, membership, meeting schedule, and scope of
responsibility.

o The Committee will maintain minutes of all meetings and
activities.

o The Committee will report their actions to the Board. Sensitive
matters and Committee recommendations will be reported to the
Board when appropriate.

o The Committee should be informed of new accounting and reporting
standards released by regulatory bodies.

o The Committee will be briefed on operational issues as well as
financial concerns, industry conditions, and overall business
climate of the institution.

o As appropriate, the Committee will meet with the organization's
legal counsel on matters which could have a significant effect on
the financial statements.

b. External Auditors

o The Committee will recommend to the Board their choice for the
independent external auditors who will issue an opinion on
financial statements, notes to the financial statements, and
internal controls. The Committee will also recommend the
replacement of the external auditors if appropriate.

o The Committee will determine that the fee charged by the external
auditors is reasonable.

o The Committee will meet with the external auditors prior to an
engagement to discuss

A-2

scope, fee and timeframe. The Committee will also meet with the
external auditors at the conclusion of an engagement to discuss
findings, management comments, difficulties in performing the
audit, and financial results.

o The committee will constantly monitor the role of internal audit
as it relates to the scope of the external auditors.

o The Committee will oversee th activities of the external auditors
through regular meetings before and after their annual
examination.

c. Internal Auditors

o A summary of Internal Audit activities will be communicated to
the Committee on an ongoing basis.

o The Committee will coordinate the internal audit activities and
definition of their responsibilities and objectives.

o The Committee will oversee internal audit and review its
resources and expertise.

o The Committee will review any restrictions that are placed upon
internal audit's scope or access to required information and work
to ensure that management responses to audits are adequate.

d. Internal Controls

o The Committee will constantl assess the corporate internal
control environment and management capabilities.

o The Committee will determine that management has implemented
policies which identify risks to the objectives of the
corporation.

o The Committee will assure compliance with the corporate code of
ethical conduct.

o The Committee will monitor corporate compliance with specific
financial regulations.

o The Committee will note risk factors such as organizational
changes, turnover, unrealistic goals, or industry trends.

5. ATTENDANCE

o Audit Committee members will strive to attend all scheduled meetings.
The Audit Committee chairman may also request members of management,
department heads, or representatives of the external auditors to
attend scheduled meetings when appropriate.

o Members of the Committee will be compensated for their attendance at
scheduled meetings, according to board policy.

6. SUMMARY

o The Audit Committee shall provide assistance to the corporate
directors in fulfilling their responsibility to the shareholders,
potential shareholders and the investment community related to
corporate accounting, reporting practices, internal controls and the
integrity of financial reports. It is the responsibility of the Audit
Committee to maintain free and open communication between the
directors, external auditors, internal auditors, and the management of
the corporation.

A-3

- --------------------------------------------------------------------------------
NITTANY FINANCIAL CORP.
116 EAST COLLEGE AVENUE
STATE COLLEGE, PENNSYLVANIA 16801
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
May 21, 2004
- --------------------------------------------------------------------------------

The undersigned hereby appoints the Board of Directors of Nittany
Financial Corp. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at Nittany
Bank's operations center, located at 2541 East College Avenue, State College,
Pennsylvania, on Friday, May 21, 2004, at 10:00 a.m., local time and at any and
all adjournments thereof, in the following manner:

FOR WITHHELD
--- --------

1. The election as directors of the nominees |_| |_|
listed below (except
as marked to the contrary below):

David K. Goodman, Jr.
William A. Jaffe

(Instructions: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below):

____________________________________________________________________________

FOR AGAINST ABSTAIN
--- ------- -------
2. To ratify the appointment of
S.R. Snodgrass, A.C. as independent
auditors of the Company for the
fiscal year ending December 31, 2004 |_| |_| |_|

The Board of Directors recommends a vote "FOR" the above listed
propositions. ---

- --------------------------------------------------------------------------------
THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the Stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.

The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated April 30, 2004 and the 2003 Annual Report.

Please check the box if you are planning to attend the Meeting in person |_|

Dated: , 2004
---------------------

- ----------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

- ----------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.

- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------