SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First Bell Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
FIRST BELL BANCORP, INC.
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
(302) 427-7883
March 20, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Meeting") of First Bell Bancorp, Inc., (the "Company") the holding company for
Bell Federal Savings and Loan Association of Bellevue (the "Association"), which
will be held on April 27, 1998, at 3:00 p.m., Eastern Daylight Time at 629
Lincoln Avenue, Bellevue, Pennsylvania.
The attached notice of the Meeting and proxy statement describe the formal
business to be transacted at the Meeting. Directors and officers of the
Company, as well as a representative of Deloitte & Touche LLP, the Company's
independent auditors, will be present at the Meeting to respond to any questions
that stockholders may have regarding the business to be transacted.
The Board of Directors of the Company has determined that the matters to be
considered at the Meeting are in the best interests of the Company and its
stockholders. For the reasons set forth in the proxy statement, the Board
unanimously recommends a vote "FOR" each of the nominees as directors specified
under Proposal 1 and "FOR" Proposal 2, the ratification of auditors.
Please sign and return the enclosed proxy promptly. Your cooperation is
appreciated since a majority of the common stock must be represented, either in
person or by proxy, to constitute a quorum for the conduct of business. Whether
or not you expect to attend the Meeting, please sign, date and return the
enclosed proxy card promptly in the postage-paid envelope provided so that your
shares will be represented.
On behalf of the Board of Directors and all of the employees of the Company
and the Association, I wish to thank you for your continued support. We
appreciate your interest.
Sincerely yours,
/s/ Albert H. Eckert, II
Albert H. Eckert, II
President and Chief Executive Officer
FIRST BELL BANCORP, INC.
300 Delaware Avenue, Suite 1704
Wilmington, Delaware 19801
(302) 427-7883
-----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 27, 1998
-----------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of First
Bell Bancorp, Inc. (the "Company") will be held on April 27, 1998, at 3:00 p.m.,
Eastern Daylight Time at 629 Lincoln Avenue, Bellevue, Pennsylvania.
The annual meeting is for the purpose of considering and voting upon the
following matters:
1. The election of three directors for terms of three years each;
2. The ratification of Deloitte & Touche LLP as independent auditors of
the Company for the fiscal year ending December 31, 1998; and
3. Such other matters as may properly come before the meeting or any
adjournments thereof, including whether or not to adjourn the
meeting.
The Board of Directors has established March 2, 1998, as the record date
for the determination of stockholders entitled to notice of and to vote at the
annual meeting and at any adjournments thereof. Only recordholders of the
common stock of the Company as of the close of business on that date will be
entitled to vote at the annual meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum or to approve or ratify any of
the foregoing proposals at the time of the annual meeting, the annual meeting
may be adjourned in order to permit further solicitation of proxies by the
Company. A list of stockholders entitled to vote at the annual meeting will be
available at Bell Federal Savings and Loan Association of Bellevue, 532 Lincoln
Avenue, Bellevue, Pennsylvania 15202, for a period of ten days prior to the
annual meeting and will also be available for inspection at the annual meeting
itself.
By Order of the Board of Directors
/s/ Robert C. Baierl
Robert C. Baierl
Secretary
Wilmington, Delaware
March 20, 1998
FIRST BELL BANCORP, INC.
--------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 27, 1998
--------------------------
Solicitation and Voting of Proxies
This proxy statement is being furnished to stockholders of First Bell
Bancorp, Inc. (the "Company") in connection with the solicitation by the Board
of Directors of the Company (the "Board of Directors") of proxies to be used at
the Annual Meeting of Stockholders (the "Meeting") to be held on April 27, 1998,
at 3:00 p.m. Eastern Daylight Time, 629 Lincoln Avenue, Bellevue, Pennsylvania
and at any adjournments thereof. The 1997 Annual Report to Stockholders,
including the consolidated financial statements for the fiscal year ended
December 31, 1997, accompanies this proxy statement, which is first being mailed
to stockholders on or about March 20, 1998.
Regardless of the number of shares of common stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the Meeting. Stockholders are requested to vote by
completing the enclosed proxy and returning it signed and dated in the enclosed
postage-paid envelope. Stockholders are urged to indicate their vote in the
spaces provided on the proxy. Proxies solicited by the Board of Directors of
the Company will be voted in accordance with the directions given therein.
Where no instructions are indicated, signed proxies will be voted "FOR" the
election of each of the nominees for directors named in this proxy statement,
and "FOR" the ratification of Deloitte & Touche LLP as independent auditors of
the Company for the fiscal year ending December 31, 1998.
Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxy holders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Meeting or any adjournments thereof, including
whether or not to adjourn the Meeting.
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. However, if you are a stockholder whose shares
are not registered in your own name, you will need appropriate documentation
from your recordholder to vote personally at the Meeting.
The cost of solicitation of proxies on behalf of management will be borne
by the Company. Proxies may also be solicited personally or by telephone or
other electronic means by directors,
1
officers and regular employees of the Company and the Association, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
Voting Securities
The securities which may be voted at the Meeting consist of shares of
common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Meeting except as
described below. There is no cumulative voting for the election of directors.
The close of business on March 2, 1998, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Meeting and any
adjournments thereof. The total number of shares of Common Stock outstanding on
the Record Date was 6,523,920 shares.
As provided in the Company's certificate of incorporation, recordholders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as persons acting in concert with, such
person or entity. The Company's certificate of incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit to supply information to the
Company to enable the Board of Directors to implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
certificate of incorporation) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal 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 card being provided by the Board
of Directors enables a stockholder to vote "FOR" the election of the nominees
proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote for one
or more of the nominees being proposed. Under Delaware law and the Company's
certificate of incorporation and bylaws, directors are elected by a plurality of
shares voted, without regard to either (i) broker non-votes, or (ii) proxies as
to which authority to vote for one or more of the nominees being proposed is
withheld.
As to the ratification of Deloitte & Touche LLP as independent auditors of
the Company and all other matters that may properly come before the Meeting, by
checking the appropriate box, a stockholder may: (i) vote "FOR" the item; (ii)
vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on such item. Under the
Company's certificate of incorporation and bylaws, unless otherwise
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required by law, all matters other than the election of directors shall be
determined by a majority of the votes cast, without regard to either (a) broker
non-votes, or (b) proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the transfer agent, and will
be tabulated by inspectors of election designated by the Board of Directors, who
will not be employed by, or be a director of, the Company or any of its
affiliates. After the final adjournment of the Meeting, the proxies will be
returned to the Company for safekeeping.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the
outstanding shares of Common Stock on the Record Date, as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission (the "SEC"), in accordance with Sections 13(d) or 13(g)
of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") by such
persons and groups. Other than those persons listed below, the Company is not
aware of any person or group, as such term is defined in the Exchange Act, that
owns more than 5% of the Common Stock as of the Record Date.
Name and Address of Number Percent
Title of Class Beneficial Owner of Shares of Class
- ------------------ --------------------------------------------- ---------------- --------------
Common Stock Bell Federal Savings and Loan 682, 239(1) 10.46%
Association of Bellevue Employee Stock
Ownership Plan ("ESOP")
532 Lincoln Avenue
Bellevue, Pennsylvania 15202
Common Stock T. Rowe Price Associates, Inc. 651,000 9.98
100 E. Pratt Street
Baltimore, MD 21202
(1) The ESOP Trustee, subject to its fiduciary duty, must vote all allocated
shares held in the ESOP in accordance with the instructions of the
participating employees. As of the Record Date, 86,172 shares have been
allocated to participants' accounts. Under the ESOP, unallocated shares
held in the suspense account will be voted by the ESOP Trustee in a manner
calculated to most accurately reflect the instructions it has received from
participants regarding the allocated stock so long as such vote is in
accordance with the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
3
Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to its bylaws, the number of directors of the Company is set at
nine (9) members unless otherwise designated by the Board of Directors. The
bylaws require that the directors be divided into three classes as nearly equal
in number as possible.
The three (3) nominees proposed for election at the Meeting are Robert C.
Baierl, Jeffrey M. Hinds and Thomas J. Jackson, Jr. All nominees named are
presently directors of the Company. Messrs. Baierl, Hinds and Jackson are also
directors of the Association. No person being nominated as a director is being
proposed for election pursuant to any agreement or understanding between any
person and the Company.
In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that proxies will be voted for the election of
the balance of those nominees named and for such other persons as may be
designated by the present Board of Directors. The Board of Directors has no
reason to believe that any of the persons named will be unable or unwilling to
serve. Unless authority to vote for the nominee is withheld, it is intended
that the shares represented by the enclosed proxy, if executed and returned,
will be voted "FOR" the election of all nominees proposed by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES
NAMED IN THIS PROXY STATEMENT.
Information with Respect to Nominees, Continuing Directors and Certain Executive
Officers
The following table sets forth the names of the nominees, continuing
directors and the Named Executive Officers, as defined below, as well as their
ages, a brief description of their recent business experience, including present
occupations and employment, certain directorships held by each, the year in
which each became a director of the Association, and the year in which their
terms (or in the case of nominees, their proposed terms) as director of the
Company expire. This table also sets forth the amount of Common Stock and the
percent thereof beneficially owned by each director and the Named Executive
Officers and all directors and executive officers as a group as of the Record
Date.
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Name and Principal
Occupation Expiration Shares of
at Present and of Common Stock Percent
for Past Director Term as Beneficially of
Five Years Age(1) Since(2) Director Owned(3) Class
------------------ --------- ----------- ---------- --------------- ----------
NOMINEES
Robert C. Baierl 48 1987 2001 14,772(4) .23%
Secretary of the Company;
President and owner of Wright
Office Furniture, Inc., an office
furniture firm.
Jeffrey M. Hinds 40 1994 2001 90,821(5) 1.39
Executive Vice President and Chief
Financial Officer of the Company;
Executive Vice President and
Chief Financial Officer of the
Association since 1993;
Controller from 1986-1993.
Thomas J. Jackson, Jr. 63 1974 2001 12,080(4) .19
Attorney at Law; and
Vice-Chairman, Board of Directors
of Suburban General Hospital.
CONTINUING DIRECTORS
Theodore R. Dixon
Sole proprietor of the Dixon 63 1995 1999 14,987(4) .23
Agency, a real estate appraisal
firm.
David F. Figgins 68 1971 1999 19,849(4) .30
Vice President of the Company;
retired President of Trafalgar
House Construction, Ltd.; and
Director of Liberty Mutual
Insurance Co. and three of its
affiliates.
Peter E. Reinert(6) 39 1995 1999 10,937(4) .17
Partner with the law firm of
Godbold, Downing, Sheahan &
Battaglia, Orlando, Florida;
previously, Senior Counsel for
General Electric Appliances.
(Continued on following page)
5
Name and Principal
Occupation Expiration Shares of
at Present and of Common Stock Percent
for Past Director Term as Beneficially of
Five Years Age(1) Since(2) Director Owned(3) Class
------------------ --------- ----------- ---------- --------------- ----------
CONTINUING DIRECTORS
Albert H. Eckert, II(6) 65 1956 2000 186,676(7) 2.86%
President and Chief Executive
Officer of the Company; President
and Chief Executive Officer of
the Association since 1970.
William S. McMinn 41 1989 2000 12,641(4) .19
Senior Vice President, Aon Risk
Services, Inc. of Pennsylvania,
an international employee benefit
consulting firm.
Jack W. Schweiger 58 1995 2000 26,776(4) .41
Independent builder and developer
specializing in custom homes;
previously Vice President and
Regional Production Manager of
Ryan Homes, Inc.
Stock Ownership of all directors
and executive officers as a group -- -- -- 389,539(8) 5.97
(9 persons)
- ------------------------------------------------
(1) At December 31, 1997.
(2) Includes years of service as a director of the Company's wholly owned
subsidiary, the Association, if applicable.
(3) Each person or relative of such person whose shares are included herein,
exercises sole (or shared with spouse, relative or affiliate) voting or
dispositive power as to the shares reported.
(4) Includes 2,520 shares awarded to each outside director under the Bell
Federal Savings and Loan Association 1996 Master Stock Compensation Plan
("Stock Compensation Plan") as to which voting may be directed by such
director and 6,430 shares which may be acquired through the exercise of
stock options, which are exercisable, currently or within 60 days, granted
to each outside director under the First Bell Bancorp, Inc. 1996 Master
Stock Option Plan ("Stock Option Plan").
(5) Includes 27,520 shares awarded to Mr. Hinds under the Stock Compensation
Plan as to which voting may be directed by Mr. Hinds and 42,870 shares which
may be acquired through the exercise of stock options, which are
exercisable, currently or within 60 days, granted to Mr. Hinds under the
Stock Option Plan.
(6) Mr. Reinert is the nephew of Mr. Eckert.
(7) Includes 68,768 shares awarded to Mr. Eckert under the Stock Compensation
Plan as to which voting may be directed by Mr. Eckert, and 64,308 shares
with respect to Mr. Eckert, which may be acquired through the exercise of
stock options which are exercisable, currently or within 60 days, under the
Stock Option Plan.
(8) Includes 113,928 shares held in trust for the directors and executive
officers under the Stock Compensation Plan as to which voting may be
directed by them and 152,188 shares which may be acquired through the
exercise of stock options, which are exercisable, currently or within 60
days, granted to directors and executive officers under the Stock Option
Plan.
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Meetings of the Board of Directors and Committees of the Board
The Board of Directors conducts its business through meetings of the Boards
of the Company and the Association and through activities of its committees.
The Board of Directors of the Company meets quarterly and the Board of Directors
of the Association meets monthly. Regular meetings may be supplemented with
special meetings as needed. During 1997, the Board of Directors of the Company
held four regular meetings and held four special meetings. Messrs. Figgins and
Reinert did not attend two of the four special meetings and one of the regular
meetings of the Company's Board of Directors. All other directors of the
Company attended at least 75% in the aggregate of the total number of the
Company's board meetings held and committee meetings on which such directors
served during fiscal 1997.
The Board of Directors of the Company maintains committees, the nature and
composition of which are described below:
Audit Committee. The Audit Committee of the Company consists of Messrs.
Baierl, McMinn, Schweiger and Dixon. The Audit Committee is responsible for
reviewing and reporting to the Board of Directors on the Company's and its
subsidiaries' financial condition, reviewing reports from internal and
independent auditors and analyzing loan review reports. The committee meets as
needed, and at least on an annual basis. The Audit Committee of the Company met
one time in 1997.
Nominating Committee. The Company's Nominating Committee consists of Messrs.
Eckert, Figgins and McMinn. The Nominating Committee considers and recommends
the nominees for director to stand for election at the Company's Annual Meeting
of Stockholders. The Company's bylaws also provide for stockholder nominations
of directors. These provisions require such nominations to be made pursuant to
timely written notice to the Secretary of the Company. The stockholders' notice
of nominations must contain all information relating to the nominee which is
required to be disclosed by the Company's bylaws and by the Exchange Act. See
"Additional Information - Notice of Business to be Conducted at an Annual
Meeting." The Nominating Committee met on January 22, 1998.
Compensation/Benefits Committee. The Company's Compensation/Benefits
Committee consists of Messrs. McMinn, Baierl and Figgins. This committee meets
to establish compensation for the Chief Executive Officer, approves the
compensation of senior officers and various compensation and benefits to be paid
to employees and to review the incentive compensation programs when necessary.
See "Executive Compensation - Compensation Committee Report on Executive
Compensation." The Compensation/Benefits Committee met one time in 1997.
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Directors' Compensation
Directors' Fees. The directors of the Company receive an annual retainer of
$10,000 and $50 for each committee meeting attended. The directors of the
Association receive an annual retainer of $5,000 and $50 for each committee
meeting attended.
Directors' Deferred Fee Plan. The Association maintains the Bell Federal
Savings and Loan Association of Bellevue Deferred Compensation Plan for
Directors (the "Directors' Deferred Fee Plan"). The Directors' Deferred Fee
Plan is an unfunded plan that permits members of the Board of Directors to defer
all or a percentage of fees earned by written election until termination of
service as a director. Pursuant to this plan, the Association maintains
passbook savings accounts which represent the aggregate of all sums deferred by
each of the participants in the Directors' Deferred Fee Plan, which is credited
quarterly with a payment equal to the participant's directors' fees earned and
interest equal to that paid by the Association on a standard passbook savings
account. Once a participant has terminated service with the Board of Directors
or attained age 65, such participant is paid principal and interest to date in
ten annual, equal installments.
Stock Option Plan. Under the Stock Option Plan maintained by the Company,
each outside director was granted non-statutory options to purchase 12,894
shares of Common Stock at an exercise price of $13.375 per share, which was the
fair market value of the shares on the date of grant, April 29, 1996. Limited
Rights and Equitable Adjustment Rights were attached to option grants. Options
become exercisable in five equal annual installments of 20% commencing one year
from the date of grant, April 29, 1997, provided, however, that all directors
awards will immediately vest upon death, disability or Change in Control. On
February 24, 1997, the number of shares and the exercise price of the options
were adjusted to reflect the effects of the extraordinary dividend paid to
stockholders. As a result of the adjustment, the exercise price was reduced
from $13.375 to $10.703125 and the number of options granted was increased from
12, 894 to 16,076.
Stock Compensation Plan. Under the Stock Compensation Plan maintained by the
Company, each outside director was awarded 3,150 shares of Common Stock. Awards
to directors vest in five equal annual installments of 20% commencing on April
29, 1997, one year from the date of grant; provided, however, that all
directors's awards will vest upon death or disability. When share awards become
vested and are distributed, the recipient will also receive an amount equal to
the accumulated cash and stock dividends, if any, with respect thereto plus
earnings thereon.
Executive Compensation
The report of the compensation committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
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Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and other executive officers of the Company. The
disclosure requirements for the Chief Executive Officer and such executive
officers include the use of tables and a report explaining the rationale and
consideration that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the Compensation/Benefits
Committee, at the direction of the Board of Directors, has prepared the
following report for inclusion in this proxy statement.
General. The Company is the parent of the Association and does not pay any
cash compensation to its executive officers. The Board of Directors of the
Company has established the Compensation/Benefits Committee (the "Committee")
consisting of Messrs. McMinn, Baierl and Figgins, who are Treasurer, Secretary
and a Vice President of the Company, respectively, for which positions such
directors receive no additional compensation.
A separate committee, the Salary Review Committee of the Association, was
responsible for establishing the 1997 compensation and benefits for the
executive officers of the Association and for reviewing recommendations of
management for the compensation and benefits of other officers and employees of
the Association. The Salary Review Committee consists of Messrs. McMinn,
Baierl, Figgins and Eckert, who is a non-voting member. Messrs. McMinn, Baierl
and Figgins are also not paid as officers of the Association. The actions of
the Salary Review Committee are ratified by the Association's Board of
Directors. Mr. Eckert did not participate in establishing his compensation and
benefits.
Compensation Policies. The Committee has established the following goals for
compensation programs impacting the executive officers of the Company and the
Association:
. to provide compensation opportunities which are consistent with
competitive norms of the industry and the Company's level of
performance, thus allowing the Company to retain high quality
executive officers who are critical to the Company's long term
success;
. to motivate key executive officers to achieve strategic business
initiatives and reward them for their achievement; and
. to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the value of the
Company's Common Stock.
The Salary Review Committee established the factors and criteria upon which
the executive officer's compensation was based and how such compensation relates
to the Association's performance, general compensation policies, competitive
factors, and regulatory requirements. The Committee's compensation policies
are designed to reward and provide incentive for executives based upon
achievement of individual and Association goals.
9
For purposes of determining the competitive market for the Association's
executives, the Committee reviewed the compensation paid to top executives of
thrifts with total assets in a range of the Association's total asset size and
performance results comparable to those of the Association. This information
was derived from peer group data as summarized in the "SNL Executive
Compensation Review Thrift Institutions - 1995." The peer group used in making
compensation decisions is composed of many of the same institutions used in the
peer group for the stock performance graph.
The compensation package available to executive officers is composed of:
(i) base salary, (ii) annual cash bonus awards and (iii) long term incentive
compensation.
Base Salary. In determining salary levels, the Committee considers the
entire compensation package, including the potential equity compensation
provided under the Company's stock plans. The Committee meets as needed based
on the executive's employment anniversary date. The level of any salary
increase is based on the executive's job performance over the year in
conjunction with Company goals of growth and profitability. Salary levels are
intended to be consistent with comparable financial institutions in the
Company's peer group with consistent financial performance and within the
Company's financial means.
Although the Committee's decisions are discretionary and no specific
formula is used for decision making, salary increases are aimed at reflecting
the overall performance of the Company and the performance of the individual
executive officer.
Annual Cash Bonus Awards. Annual cash bonus awards have been paid to
executives based on formulas which take into account the Company's financial
performance in relation to prior years as well as the ability of the executive
to meet individual performance objectives. Upon the establishment of the long-
term incentive programs discussed below, these awards were discontinued.
Long-Term Incentive Compensation. On April 29, 1996, stockholders approved
the 1996 Master Stock Option Plan and the 1996 Master Stock Compensation Plan,
under which executive officers may receive grants and awards. Awards to
officers of the Company or the Association under the Stock Compensation Plan are
subject to the Company achieving certain performance goals. The performance
goals are subject to change annually and are currently based on earnings per
share, asset quality and regulatory classification. The Committee believes that
stock ownership is a significant incentive in building stockholders' wealth and
aligning the interests of employees with those of stockholders. Stock options
and stock awards under such plans were allocated by the Committee based upon the
Company's fiscal responsibility, regulatory practices and policies, the
practices of other recently converted financial institutions, as verified by
external surveys and based upon the executive officers' level of responsibility
and contributions to the Company and the Association. The Committee will
consider the amount of outstanding awards in determining the total annual
compensation package.
10
Compensation of the Chief Executive Officer. The Salary Review Committee,
after taking into consideration the factors discussed above, kept Mr. Eckert's
annual base salary at $179,737 for 1997 which is comparable to other
institutions in the Association's peer group. In addition, Mr. Eckert also
received board fees totaling $15,000. On April 29, 1996, upon receipt of
stockholder approval, Mr. Eckert was granted 160,772 options and 85,960 shares
of stock, which will vest at a rate of 20% per year beginning on April 28, 1997
in accordance with the factors discussed above.
Compensation/Benefits Committee Salary Review Committee
William S. McMinn (Chairman) William S. McMinn
Robert C. Baierl Robert C. Baierl
David F. Figgins David F. Figgins
Albert H. Eckert, II
Cumulative Stock Performance Graph. The following graph shows a bi-annual
comparison of stockholder return on the Company's Common Stock based on the
market price of Common Stock assuming the reinvestment of dividends, with the
cumulative total returns for the companies on the Nasdaq Total Return Index, SNL
Thrift Index and SNL $500M - $1B Thrift Index for the period beginning on June
29, 1995, the day the Company's Common Stock began trading, through December 31,
1997. The graph was derived from a limited period of time, and as a result, may
not be indicative of possible future performance of the Company's Common Stock.
The data was supplied by SNL Securities, L.P.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG FIRST BELL BANCORP, INC.,
NASDAQ--TOTAL US INDEX, SNL ALL THRIFT INDEX AND
SNL $500M--$1B THRIFT
[GRAPH APPEARS HERE]
FIRST BELL NASDAQ SNL ALL SNL $500M--$1B
Measurement period BANCORP, INC. --TOTAL US THRIFT THRIFT
(Fiscal year Covered) INDEX INDEX INDEX INDEX
- --------------------- ------------- ---------- ------- --------------
Measurement PT -
6/29/95 $100 $100 $100 $100
FYE 12/31/95 $110.31 $114.26 $122.44 $118.06
FYE 6/30/96 $114.24 $129.35 $127.77 $123.26
FYE 12/31/96 $136.24 $140.53 $159.54 $146.40
FYE 6/30/97 $174.34 $157.28 $206.81 $271.47
FYE 12/31/97 $200.01 $172.45 $271.47 $247.29
Index 6/29/95 12/31/95 6/30/96 12/31/96 6/30/97 12/31/97
- ----------------------------------------------------------------------------------------------------------------------
First Bell Bancorp, Inc. 100.00 110.31 114.24 136.24 174.34 200.01
NASDAQ - Total US 100.00 114.26 129.35 140.53 157.28 172.45
SNL All Thrift Index 100.00 122.44 127.77 159.54 206.81 271.47
SNL $500M-$1B Thrift Index 100.00 118.06 123.26 146.40 185.14 247.29
11
Summary Compensation Table. The following table shows, for the fiscal years
ending December 31, 1997, 1996 and 1995, the cash compensation paid by the
Association, as well as certain other compensation paid or accrued for those
years, to the Chief Executive Officer and those executive officers of the
Company, who received an amount in salary and bonus in excess of $100,000 (the
"Named Executive Officers").
Annual Compensation Long-Term Compensation
----------------------------------- ------------------------------------------
Awards Payouts
---------------------------- --------
Other Securities
Annual Restricted Underlying All
Name and Compen- Stock Options/ LTIP Other
Principal Salary Bonus sation Awards SARs Payouts Compen-
Position Year ($)(1) ($) ($)(2) ($)(3) (#)(4) ($)(5) sation ($)
- -------------------- ---- -------- ------- ------- --------- ---------- ------- ----------
Albert H. Eckert, II 1997 $190,041 $ -- $-- $ -- -- None $88,982(6)
1996 183,313 -- -- 1,149,715 160,772 None 59,283
President and Chief
Executive Officer 1995 171,522 62,738 -- -- -- None 31,924
Jeffrey M. Hinds 1997 $102,717 $ -- $-- $ -- -- None $87,791(6)
Executive Vice 1996 95,444 -- -- 460,100 107,177 None 49,158
President and 1995 84,253 26,953 -- -- -- None 33,007
Chief Financial
Officer
____________________
(1) Includes compensation deferred at the election of Messrs. Eckert and Hinds
through the Association's 401(k) Plan. Also includes directors fees of
$15,000 and $15,000 received in 1997, $13,750 and $13,750 received in 1996,
and $12,500 and $12,500 received in 1995 for Messrs. Eckert and Hinds,
respectively.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus, respectively, (b) payments of above-
market preferential earnings on deferred compensation, (c) payments of
earnings with respect to long-term incentive plans prior to settlement or
maturation, (d) tax payment reimbursements, or (e) preferential discounts on
stock.
(3) Restricted stock awards are valued at the market value as of the date of
grant. Dividends are paid on restricted shares at the same rate paid to all
stockholders. While no grants were made in 1997, the above executives held
the following shares of restricted stock valued at December 31, 1997 at a
market value of First Bell Bancorp, Inc. common stock of $19.00 per share.
Number of Shares Market Value on 12/31/97
------------------------- -------------------------------
Mr. Eckert, II 85,960 $1,633,240
Mr. Hinds 34,400 $ 653,600
The restricted stock vest in equal annual amounts commencing on April 29,
1997 and each a total of five years. When shares become vested and are
distributed, the recipient will also receive an amount equal to accumulated
dividends and earnings thereon (if any). All awards vest immediately upon
termination due to death, disability or a change of control. The plan share
awards to Messrs. Eckert and Hinds are subject to the achievement of certain
performance goals established by the Committee, in addition to the vesting
requirement. See "--Compensation Committee Report on Executive
Compensation."
(4) See "Fiscal Year-End Options/SAR Values" table for a discussion of options
granted under the Stock Option Plan.
(5) For 1997, 1996 and 1995 the Association had no long-term incentive plans in
existence, accordingly there were no payments or awards under any long-term
incentive plan.
(6) Includes (a) $2,361 and $1,417 contributed by the Association under the
Association's 401(k) Plan to the account of Messrs. Eckert and Hinds,
respectively during 1997 and (b) $86,621 and $86,374 representing the value
of shares allocated under the ESOP for the benefit of Messrs. Eckert and
Hinds, respectively, during 1997 based on the market value of the shares at
December 31, 1997.
12
Employment Agreements. The Company and the Association have entered into
---------------------
employment agreements with Messrs. Eckert and Hinds (the "Executives"). These
employment agreements are intended to ensure that the Company and the
Association will be able to maintain a stable and competent management base.
The continued success of the Company and the Association depends to a
significant degree on the skills and competence of the Executives.
The Company's and the Association's employment agreements (collectively, the
"Employment Agreements") provide for a three-year term for Mr. Eckert and a two
year term for Mr. Hinds. The Company's Employment Agreements provide for
automatic daily extensions such that the remaining terms of the agreements shall
be the amount of the original terms after written notice of non-renewal is
provided by either the Board of Directors or the Executive. The Association's
Employment Agreements provide that, commencing on the first anniversary date and
continuing each anniversary date thereafter, the Board of Directors may extend
the agreements for an additional year so that the remaining terms shall be the
amount of the original terms, unless written notice of non-renewal is given by
the Board of Directors after conducting a performance evaluation of the
Executive. The Employment Agreements provide that the Executive's base salary
will be reviewed annually. In this regard, the current base salaries of Messrs.
Eckert and Hinds are $194,737 and $104,409 respectively. In addition to base
salary, the employment agreements provide for, among other things, participation
in stock benefit plans and other fringe benefits applicable to executive
personnel. The Employment Agreements provide for termination by the Company or
the Association for cause as defined in the Employment Agreements at any time.
In the event the Company or the Association chooses to terminate the Executive's
employment for reasons other than for cause or for disability, or in the event
of the Executive's resignation from the Company and the Association upon (i)
failure to re-elect the Executive to his current offices, (ii) a material change
in the Executive's functions, duties or responsibilities, (iii) a relocation of
the Executive's principal place of employment by more than fifty miles, (iv)
liquidation or dissolution of the Company or the Association, or (v) a breach of
the Employment Agreement by the Company or the Association, the Executive or, in
the event of death, his beneficiary would be entitled to an amount equal to the
remaining salary payments under the Employment Agreement and the contributions
that would have been made on the Executive's behalf to any employee benefit
plans of the Company or the Association during the remaining term of the
Agreements. The Company and the Association would also continue the Executive's
life, health and disability coverage for the remaining term of the Employment
Agreement.
Under the Employment Agreements, if termination of employment, voluntary or
involuntary, follows a "change in control" of the Company or the Association, as
defined in the Employment Agreements, the Executive or, in the event of death,
his beneficiary, would be entitled to a severance payment equal to the greater
of (i) the payments due for the remaining terms of the agreement or (ii) three
or two times his average annual compensation over the three or two years
preceding his termination of employment, as determined by the respective terms
of the Executives' Agreements. In addition, the Company and the Association
would continue the Executive's life, health, and disability coverage for the
remaining unexpired term of the Employment Agreements.
Payments to the Executive under the Association's Employment Agreement are
guaranteed by the Company in the event that payments or benefits are not paid by
the Association. All
13
reasonable costs and legal fees paid or incurred by one of the Executives
pursuant to any dispute or question of interpretation relating to the
agreements would be paid by the Association or Company, respectively, if such
Executive is successful on the merits pursuant to a legal judgement,
arbitration or settlement. It is expected that the Company and the Association
would indemnify the Executive to the fullest extent allowable under Federal and
Delaware law, respectively.
Payments and benefits under the Employment Agreements together with payments
under other benefit plans may constitute an excess parachute payment under
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"),
resulting in the imposition of an excise tax on the Recipient and denial of the
deduction for such excess amounts to the Company and the Association.
In the event of a change in control based upon the past fiscal year's salary
and bonus, Messrs. Eckert and Hinds would receive approximately $584,211 and
$208,818, respectively in severance payments in addition to other cash and non-
cash benefits provided for under the Employment Agreements including continued
life, health and disability coverage for the remaining terms of the Employment
Agreements.
Stock Compensation Plan. The Association maintains the Stock Compensation
------------------------
Plan which was approved by stockholders on April 29, 1996. Discretionary awards
are made to non-employee directors, officers and key employees as determined by
a committee of non-employee directors. The awards to officers and key employees
are subject to certain performance goals as determined by the Committee. All
shares awarded under the plan vest at 20% for year commencing one year from the
date of grant. The plan allows for accelerated vesting in the event of the
death or disability of the individual or a change of control of the Company or
the Association as defined in the plan. The award recipient also receives an
amount equal to accumulated dividends and earnings, if any, on granted shares as
the shares are distributed from the plan. See the "Restricted Stock Awards"
column of the "Summary Compensation Table" for awards made in 1996.
Stock Option Plan. The Company maintains the Stock Option Plan which
------------------
provides discretionary awards to outside directors, officers and key employees
as determined by a committee of non-employee directors. The Stock Option Plan
was approved by stockholders on April 29, 1996. The following table lists all
grants of options under the Stock Option Plan to the Named Executive Officers
for fiscal 1997 and contains certain information about potential value of those
options based upon certain assumptions as to the appreciation of the Company's
stock over the life of the option.
The following table provides certain information with respect to the number
of shares of Common Stock represented by outstanding options held by the Named
Executive Officers as of December 31, 1997. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such existing stock options and the year end price of the Common
Stock.
14
Fiscal Year-End Option/SAR Values
Value of Unexercised
Number of Securities Underlying In-the-Money
Unexercised Options/SARs at Option/SARs at
Fiscal Year End(#) Fiscal Year End($)(1)(2)(3)
-------------------------------------- ---------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------ -------------- ------------------ --------------- ------------------
Albert H. Eckert, II 32,154 128,618 $266,778 $1,067,127
Jeffrey M. Hinds 21,435 85,742 177,844 711,391
___________________________
(1) On February 24, 1997, the Committee adjusted the number of shares and the
exercise price of the options to reflect the effects of the extraordinary
dividend paid to stockholders pursuant to the Stock Option Plan. As a result
of the adjustment, the exercise price was reduced from $13.375 to $10.703125.
The options became exercisable at an annual rate of 20% of the original grant
amount beginning April 29, 1997, and will continue to become exercisable at a
rate of 20% each year thereafter. The options will expire ten (10) years
from the date of grant.
(2) The market price on December 31, 1997 was $19.00.
(3) Based on the market value of the underlying Common Stock at the fiscal year
end, minus the exercise price.
Retirement Plan. The Association maintains the Bell Federal Savings and
----------------
Loan Association of Bellevue Employee's Pension Plan (the "Retirement Plan"),
which is a noncontributory defined benefit pension plan, for the benefit of
substantially all of the employees of the Association. The Retirement Plan is
administered by CIGNA Retirement and Investment Services. The Retirement Plan
has been amended to state that no further benefits shall accrue after March 31,
1998 and that no employees shall be eligible to enter the Retirement Plan after
March 31, 1998.
The following table illustrates annual pension benefits at age 65 under the
Retirement Plan at various levels of compensation and years of service,
assuming 100% vested benefits.
Years of Benefit Service at Retirement (1)(2)
---------------------------------------------------------------------------------------
Average Salary 15 20 25 30 35
---------------- ------- ------- ------- ------- -------
$ 25,000 $ 6,000 $ 8,000 $10,000 $12,000 $14,000
50,000 12,000 16,000 20,000 24,000 28,000
75,000 18,000 24,000 30,000 36,000 42,000
100,000 24,000 32,000 40,000 48,000 56,000
125,000 30,000 40,000 50,000 60,000 70,000
150,000 36,000 48,000 60,000 72,000 84,000
175,000(3) 38,400 51,200 64,000 76,800 89,600
200,000(3) 38,400 51,200 64,000 76,800 89,600
225,000(3) 38,400 51,200 64,000 76,800 89,600
250,000(3) 38,400 51,200 64,000 76,800 89,600
(Footnotes on following page)
15
__________________________
(1) The compensation utilized for formula purposes includes the salary reported
in the "Summary Compensation Table".
(2) The benefit amounts shown in the preceding table are not subject to any
deductions for social security benefits or other offset amounts.
(3) The maximum annual compensation permitted under 401(a)(17) of the Code for
1997 is $160,000. The maximum annual benefit permitted under Section 415 of
the Code is $125,000.
The approximate years of credited service as of December 31, 1997, for Mr.
Eckert and Mr. Hinds, the individuals named in the Summary Compensation Table,
is 38 years and 12 years, respectively.
Supplemental Executive Retirement Plan. The Association maintains a non-
qualified Supplemental Executive Retirement Plan ("SERP") for certain employees
and their beneficiaries whose benefits under the Retirement Plan were reduced by
reason of certain amendments to the benefit formula under the Retirement Plan.
Benefits under the SERP are determined by calculating the projected benefit
under the formula set forth in the Retirement Plan as of January 1, 1983 and
then subtracting the projected benefit under the current benefit formula.
Annually, the Association determines the amount of the projected benefit for the
year. The amount actually accrued for the year is tied to the Association's
return on assets. One hundred percent of the accrued benefit will be paid if
the Association realizes a return on assets greater than 1.0%. A pro rata
percent of the accrued benefit will be paid for a return on assets of between 75
to 100 basis points. No benefit is payable under the SERP for a return on
assets of less than 75 basis points. Currently, Mr. Eckert is the only
participant in the SERP. Under the SERP, his projected annual SERP benefit,
based on a life annuity assuming a ten year payment, with a ten year curtain, is
$37,300.
Indebtedness of Management and Transactions with Certain Related Persons
The Association's policy provides that all loans made by the Association to
its directors and officers are made in the ordinary course of business, are made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons and
do not involve more than the normal risk of collectibility or present other
unfavorable features.
During 1997, the Association paid $249,070 to the Dixon Agency, of which
Theodore R. Dixon, a director of the Company, is the sole proprietor, for
appraisal services. The Association believes that the fees charged by the Dixon
Agency are competitive in the appraisal industry and consistent with the fees
charged by other appraisal companies which perform similar duties for the
Association.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31, 1997
were Deloitte & Touche LLP. The Company's Board of Directors has reappointed
Deloitte & Touche
16
LLP to continue as independent auditors for the Company and the Association for
the fiscal year ending December 31, 1998 subject to ratification of such
appointment by the stockholders.
Representatives of Deloitte & Touche LLP will be present at the Meeting. They
will be given an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from stockholders present
at the Meeting.
Unless marked to the contrary, the shares represented by the enclosed proxy
will be voted "FOR" ratification of the appointment of Deloitte & Touche LLP as
the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the proxy statement and proxy relating to
the Annual Meeting of Stockholders to be held in 1999, a stockholder proposal
must be received by the Secretary of the Company at the address set forth on the
Notice of Annual Meeting of Stockholders attached to this Proxy Statement, not
later than November 20, 1998. Any such proposal will be subject to 17 C.F.R.
(S) 240.14a-8 of the Rules and Regulations under the Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
The bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. In order for a stockholder to
properly bring business before an annual meeting, the stockholder must give
written notice to the Secretary of the Company not less than 90 days before the
time originally fixed for such meeting; provided, however, that in the event
that less than 100 days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name
and address, as it appears on the Company's record of stockholders, a brief
description of the proposed business, the reason for conducting such business at
the annual meeting, the class and number of shares of the Company's capital
stock that are beneficially owned by such stockholder and any material interest
of such stockholder in the proposed business. In the case of nominations to the
Board of Directors, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require the Company to include in
its proxy statement and proxy relating to the annual meeting any stockholder
proposal which does not meet all of the requirements for inclusion established
by the SEC in effect at the time such proposal is received.
17
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote the shares represented thereby on such matters in accordance with their
best judgment.
Whether or not you intend to be present at the Meeting, you are urged to
return your proxy promptly. If you are present at the Meeting and wish to vote
your shares in person, your proxy may be revoked by voting at the Meeting.
A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDING DECEMBER 31,
1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO FIRST BELL
BANCORP, INC., 300 DELAWARE AVENUE, SUITE 1704, WILMINGTON, DELAWARE 19801.
By Order of the Board of Directors
Robert C. Baierl
Secretary
Wilmington, Delaware
March 20, 1998
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
18
REVOCABLE PROXY
FIRST BELL BANCORP, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
April 27, 1998 - 3:00 p.m.
The undersigned hereby appoints the Proxy Committee of the Board of First Bell
Bancorp, Inc. (the "Company"), each with full power of substitution to act as
attorneys and proxies for the undersigned, and to vote all shares of Common
Stock of the Company which the undersigned is entitled to vote only at the
Annual Meeting of Stockholders, to be held at 629 Lincoln Avenue, Bellvue,
Pennsylvania 15202, on April 27, 1998, at 3:00 p.m., and at any and all
adjournments thereof, as follows:
With- For All
For hold Except
1. The election as directors of all [ ] [ ] [ ]
nominees listed (except as marked
to the contrary below):
Robert C. Baierl, Jeffrey M. Hinds, and
Thomas J. Jackson, Jr.
INSTRUCTION: To withhold authority to vote
for any individual nominee, mark "For All Except"
and write that nominee's name in the space provided
below.
- ------------------------------------------------------
For Against Abstain
2. The ratifiaction of the [ ] [ ] [ ]
appointment of Deloitte &
Touche LLP as Independent
auditors of the Company
for the fiscal year ending
December 31, 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES AS DIRECTORS
SPECIFIED UNDER PROPOSAL 1 AND "FOR" PROPOSAL 2, THE RATIFICATION OF
ACCOUNTANTS.
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted "FOR" each of the nominees as directors
specified under Proposal 1 and "FOR" Proposal 2. If any other business is
presented at the Meeting, this 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.
Please be sure to sign and date ------------------
this Proxy in the box below. | Date |
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| |
| |
| |
| |
- -----Stockholder sign above------Co-holder (if any) sign above---
- ------------------------------------------------------------------------------
/\ Detach above card, sign, date and mail in postage paid envelope provided. /\
FIRST BELL BANCORP, INC.
- -------------------------------------------------------------------------------
|The above signed acknowledges receipt from the Company prior to the execution |
|of this proxy of a Notice of Annual Meeting and of a Proxy Statement dated |
|March 20, 1998. |
|Please sign exactly as your name appears on this proxy card. When signing as |
|attorney, executor, administrator, trustee or guardian, please give your full |
|title. If shares are held jointly, each holder may sign but only one signature|
|is required. |
| PLEASE ACT PROMPTLY |
| SIGN, DATE & MAIL YOUR PROXY CARD TODAY |
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