Exhibit 99.3
EXHIBIT 99.3
FORM OF PROXY FOR USE BY THE SHAREHOLDERS OF
SOMERSET TRUST COMPANY
SOMERSET TRUST COMPANY
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints _______________________
and _____________________ and each or any of them, proxies of the undersigned,
with full power of substitution, to vote all of the shares of Somerset Trust
Company (the "Bank") that the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Bank to be held at the Board Room at the Bank's
main office at 151 West Main Street, Somerset, Pennsylvania 15501 on Thursday,
April 20, 2000, at 1:00 p.m., Eastern Time, and at any adjournment or
postponement thereof as follows:
1. To consider and act upon a proposal to approve and adopt the Plan of
Reorganization and Plan of Merger, dated March ___, 2000, providing
for:
o The reorganization of the Bank as the wholly owned subsidiary of
Somerset Trust Holding Company, a Pennsylvania corporation
organized by the Bank to become the Bank's holding company,
through the merger of the Bank with Somerset Interim Bank, a
Pennsylvania-chartered banking institution and subsidiary of
Somerset Trust Holding Company;
o And the exchange of each share of common stock of the Bank for
four shares of common stock of Somerset Trust Holding Company
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
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2. To fix the number of bank directors to be elected at the Annual Meeting
at five, resulting in a Board of Directors consisting of eleven
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
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3. Election of five directors to serve on the Bank's Board of Directors,
as follows:
o To serve for a three-year term:
G. Henry Cook
Alan L. Miller
Richard C. Yeager
o To serve for a two-year term:
Jon C. Clapper
o To serve for a one-year term:
Barbara Wheeler Davies
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
above (except as marked to vote for ALL nominees
to the contrary below)* listed above
The Board of Directors recommends a vote FOR the election of these
nominees.
*Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below:
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4. Proposal to ratify the selection of Stokes, Kelly & Hinds, L.L.C.,
Certified Public Accountants, of Pittsburgh, Pennsylvania, as the
independent auditors for the bank for the year ending December 31,
2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
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5. Proposal to adjourn the annual meeting of shareholders to a later date
to permit further solicitation of proxies if there are not sufficient
votes at the time of the meeting to constitute a quorum or to approve
the Plan of Reorganization and Plan of Merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
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6. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the Annual Meeting of
Shareholders and any adjournment.
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This proxy, when properly signed, will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted FOR proposals 1, 2, 3, 4 and 5.
Dated: , 2000
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Signature
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Signature
Number of Shares Held of
Record on March 10, 2000:
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This proxy must be dated, signed by the shareholder(s) and returned
promptly to the Bank in the enclosed envelope. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If more
than one trustee, all should sign. If stock is held jointly, each owner should
sign.
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