- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:

[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

ANTHONY & SYLVAN POOLS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: ............

(2) Aggregate number of securities to which transaction applies: ...............

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): ...............................

(4) Proposed maximum aggregate value of transaction: ...........................

(5) Total fee paid: ............................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ....................................................

(2) Form, Schedule or Registration Statement No.: ..............................

(3) Filing Party: ..............................................................

(4) Date Filed: ................................................................

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

PROXY STATEMENT

APRIL 4, 2001

GENERAL INFORMATION

This proxy statement is furnished to shareholders of Anthony & Sylvan Pools
Corporation (the "Company") on its behalf, by its Board of Directors, in
connection with its Annual Meeting of Shareholders (the "Annual Meeting") to be
held on Friday, May 4, 2001 at the Company's corporate offices at 6690 Beta
Drive, Suite 300, Mayfield Village, Ohio, at 10:00 a.m. EDT, or any adjournments
thereof, to elect four directors and to approve the 2001 Stock Option Plan. This
proxy statement was first mailed on April 4, 2001 to shareholders of record on
March 23, 2001.

On March 23, 2001, there were 3,851,258 common shares outstanding. Each
shareholder of record as of that date is entitled to notice of the meeting and
to cast one vote per share held on all matters to come before the Annual
Meeting. The holders of a majority of the votes entitled to be cast present in
person or by proxy shall constitute a quorum for the purposes of the Annual
Meeting.

A form of proxy accompanies this statement which shareholders are urged to fill
in and return. The persons appointed by validly executed proxies will vote the
shares covered thereby according to the instructions endorsed thereon. Shares
covered by signed proxies otherwise unmarked or on which contradictory or
unclear instructions are given will be voted in accordance with the best
judgment of the persons appointed thereon.

The appointment of a proxy may be revoked at any time by providing notice to the
Company prior to the Annual Meeting or by appearing at the Annual Meeting to
vote in person.
3

NOMINATION AND ELECTION OF DIRECTORS

The number of directors of the Company is currently set at four. All directors
are to be elected at the Annual Meeting with their terms expiring with the
Company's annual meeting of shareholders to be held in 2002.

The Board of Directors has nominated Stuart D. Neidus, Mary Ann Jorgenson,
Thomas B. Waldin and Roger D. Blackwell to succeed themselves as incumbents.
They have all agreed to serve if elected.

The Regulations of the Company provide for the nomination of directors by
shareholders pursuant to a notice satisfying specified requirements, timely
given to the Secretary of the Company. No such notice has been received as of
the date hereof. The Company's Executive Committee will also consider
recommendations by shareholders for nomination as directors. Directors are
elected by a plurality of the votes represented at the meeting, either in person
or by proxy, and entitled to vote.

A brief biography of each of the nominees including their principal occupations,
ages at the date of this statement, a brief account of their business
experience, and the identity of certain companies of which they are or were
directors or with which they are or were associated appear in the following
section. Their beneficial ownership of common shares of the Company is contained
in the section headed "Beneficial Ownership of Shares."

NOMINEES AND DIRECTORS

STUART D. NEIDUS
AGE 50

Mr. Neidus has served as Chairman of the Board of Directors and Chief Executive
Officer of the Company since September 1998. He is also a director of PVF
Capital Corp., a Federally insured savings bank. Mr. Neidus served as Chief
Financial Officer of the Company from September 1998 through April 1999. He also
served as Executive Vice President and Chief Financial Officer of Essef
Corporation (the former indirect parent of the Company) from September 1996 to
August 1999. Prior to that, from 1992 to 1996, Mr. Neidus served with Premier
Farnell plc, successor to Premier Industrial Corporation, most recently as
Executive Vice President. Prior to joining Premier Farnell plc, Mr. Neidus spent
19 years as an independent public accountant with KPMG, LLP, including eight
years as a partner.

Mr. Neidus has served as a director since May 1997 and is a member of the
Executive Committee.

MARY ANN JORGENSON
AGE 60

Ms. Jorgenson is a partner and head of the corporate practice in the law firm of
Squire, Sanders & Dempsey L.L.P. and has been associated with that firm since
1975. She is a director of the general partner of Cedar Fair, L.P., the owner of
five regional amusement parks. She is also a director of S 2 Golf Inc., a
manufacturer and distributor of golf clubs and bags, and a director of
Continental Business Enterprises, Inc., an Ohio-based metal stamping company.

Ms. Jorgenson served as Secretary of the Company from May of 1997 to September
of 1999 and has been a director since September 1998. She is Chairperson of the
Compensation Committee and a member of the Audit and Executive Committees.

THOMAS B. WALDIN
AGE 58

Mr. Waldin was the President and Chief Executive Officer of Essef Corporation
from 1990 to August 1999. Since 1977 he has been active as an investor in and a
director of a number of small businesses. He retired in 1987 as Chief Operating
Officer of USG Interiors, Inc. and Chief Executive Officer of Donn, Inc. The
former is a unit of

2
4

USG Corporation, a worldwide manufacturer and distributor of building products,
created in connection with the acquisition of Donn, Inc. in 1986.

Mr. Waldin has served as a director since May 1997 and was Chairman of the Board
of Directors from May 1997 until September 1998. He is Chairperson of the
Executive Committee and the Audit Committee and a member of the Compensation
Committee.

ROGER D. BLACKWELL
AGE 60

Mr. Blackwell is Professor of Marketing at The Ohio State University Fisher
College of Business and is also President and Chief Executive Officer of Roger
D. Blackwell Associates, Inc., a marketing consulting firm in Columbus, Ohio.
Mr. Blackwell is a director of Airnet Systems, Inc., Applied Industrial
Technologies, Inc., Bank Stock Group, Checkpoint Systems, Inc., The Flex-Funds,
Max & Erma's Restaurants, Inc., Intimate Brands, Inc. and Frontstep, Inc.

Mr. Blackwell has served as director since November 1999 and is a member of both
the Audit Committee and Compensation Committee.

DIRECTORS' COMMITTEES, MEETINGS AND FEES

At its meeting following the Annual Meeting of Shareholders, the Board of
Directors will appoint from among its membership an Audit Committee, a
Compensation Committee and an Executive Committee, which will serve until the
next annual meeting.

THE AUDIT COMMITTEE consists of three directors, none of whom is an officer or
employee of the Company or its subsidiaries. The committee consists of Mr.
Waldin, Chairperson, Mr. Blackwell and Ms. Jorgenson. The Audit Committee
receives the report of the Company's independent auditors, oversees the
preparation of the Company's financial statements and assesses the adequacy of
the Company's system of internal accounting controls, establishing policies and
guidelines in respect thereto. The Audit Committee met twice in 2000.

THE COMPENSATION COMMITTEE consists of three directors, none of whom is an
officer or employee of the Company or its subsidiaries. The committee consists
of Ms. Jorgenson, Chairperson, Mr. Blackwell and Mr. Waldin. The Compensation
Committee has authority to recommend, approve and, relating to specific mandate
from the Board of Directors, implement its recommendations on all matters
relating to direct and indirect compensation of officers and employees of the
Company and its subsidiaries. The Compensation Committee did not meet in 2000.

THE EXECUTIVE COMMITTEE consists of three directors, one of whom, Mr. Neidus, is
an officer of the Company. The committee consists of Mr. Waldin, Chairperson,
Mr. Neidus and Ms. Jorgenson. The Executive Committee is empowered to exercise
all authority of the Board of Directors between meetings of that body, subject
to report, with the exception of the declaration of dividends, appointment or
election of officers and determination of their compensation, and the filling of
vacancies on the Board or any Committee. The Executive Committee did not meet in
2000.

THE BOARD OF DIRECTORS of the Company and its three committees held a total of
six meetings during 2000 of which four were meetings of the Board of Directors.
All of the directors attended 100% of the meetings of the Board of Directors and
the committees of which they were members.

Employee directors receive no compensation for their services as directors.
Non-employee directors each receive: (i) 2,000 nonqualified options to purchase
Company shares on the date the person first becomes a director; (ii) 1,000
nonqualified options to purchase company shares at each annual meeting of
shareholders; and (iii) $25,000 per year in Company shares, credited at the end
of each month, in the form of deferred compensation.

3
5

EXECUTIVE COMPENSATION

The following table sets forth information relating to the annual and long-term
compensation for the fiscal years ended December 31, 2000, 1999 and 1998,
respectively, for the named executive officers of the Company.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------- ----------------------
OTHER
NAME AND SALARY BONUS COMPENSATION(2)
PRINCIPAL POSITION YEAR ($) ($) ($) OPTIONS
------------------ ---- ------- ------- --------------- ----------------------

Stuart D. Neidus, 2000 229,000 201,990 22,023 --
Chairman & Chief 1999(1) 176,792 32,503 12,408 123,550
Executive Officer 1998(1) 137,037 77,400 6,440 --
Howard P. Wertman, 2000 175,000 128,632 11,466 --
President 1999 175,000 -- 8,940 61,366
1998 174,300 114,344 8,576 --
William J. Evanson, 2000 115,385 92,736 9,530 51,697
Executive Vice President
& Chief Financial Officer
Richard M. Kelso, 2000 137,500 100,701 8,894 --
Executive Vice President 1999 137,500 -- 6,372 49,817
& Chief Operating 1998 135,300 90,879 7,664 --
Officer
Martin J. Degnan, 2000 135,000 99,231 8,179 --
Vice President, General 1999 20,769 -- 1,275 28,675
Counsel & Secretary

- ---------------

(1) Includes an allocation of 60% of the amount earned by Mr. Neidus in his
capacity as an officer of Essef prior to the split-off from the Company's
former parent on August 10, 1999 and the full amount earned in his capacity
as Chairman and Chief Executive Officer of the Company since that date.

(2) Includes for each named executive officer, motor vehicle allowances, life
insurance premiums and matching contributions to either Essef's or Anthony &
Sylvan's 401(K) retirement plan.

4
6

OPTION GRANTS

The following table sets forth the information regarding grants of stock options
to each of the Company's named executive officers under the 1999 Long-Term
Incentive Plan during the fiscal year ended December 31, 2000. The stock options
vest over five years commencing with the second anniversary of the grant date.

GRANTED
DATE
% OF TOTAL OPTIONS EXERCISE PRESENT
OPTIONS GRANTED TO PRICE EXPIRATION VALUE(1)
NAME GRANTED EMPLOYEES IN 2000 ($) DATE $
---- ------- ------------------ -------- ---------- ----------

Stuart D. Neidus, -0-
Chairman & Chief
Executive Officer
Howard P. Wertman, -0-
President
William J. Evanson, 30,250 30.6% 13.22 8/10/2009 --
Executive Vice President 21,447 21.7% 5.63 12/29/2009 32,757
& Chief Financial Officer
Richard M. Kelso, -0-
Executive Vice President
& Chief Operating Officer
Martin J. Degnan, -0-
Vice President, General
Counsel & Secretary

- ---------------

(1) Calculated using the Black Scholes option pricing model using the following
assumptions; expected life of 5 years, risk free interest rate of 6.33% and
a volatility of 9%.

The following table shows information relating to aggregate stock option
exercises during 2000 and year-end stock option values for each of the named
executive officers:

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT OPTIONS AT
SHARES ACQUIRED VALUE DECEMBER 31, 2000 DECEMBER 31, 2000 ($)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------ -------- ------------------------- -------------------------

Stuart D. Neidus, -- -- 100,656 / 123,550 700,566 / 90,200
Chairman & Chief
Executive Officer
Howard P. Wertman, -- -- -- / 61,336 -- / 68,932
President
William J. Evanson, -- -- -- / 51,697 -- / 58,979
Executive Vice
President & Chief
Financial Officer
Richard M. Kelso, -- -- -- / 49,817 -- / 53,809
Executive Vice
President & Chief
Operating Officer
Martin J. Degnan, -- -- -- / 28,675 -- / 12,306
Vice President, General
Counsel & Secretary

5
7

EMPLOYMENT AGREEMENTS

The Company currently has employment agreements with four of its named executive
officers: Messrs. Neidus, Wertman, Evanson and Kelso.

The term of each Agreement extends through December 31, 2001, and may be further
extended or terminated according to its terms. As compensation for his service
as Chief Executive Officer of the Company, Mr. Neidus will receive an annual
base salary of at least $229,000 and performance-based bonuses targeted at at
least 60% of his annual salary. In addition, at the time of the split-off from
Essef Corporation, Mr. Neidus received options to purchase common shares which,
when adjusted for stock dividends, equal 90,750, at an exercise price equal to
$13.22 per share exercisable 25% per year following the second anniversary of
the split-off from Essef Corporation. As compensation for his service as
President, Mr. Wertman will receive an annual base salary of at least $175,000
and performance-based bonuses targeted at at least 50% of his annual salary. In
addition, at the time of the split-off from Essef Corporation, Mr. Wertman
received options to purchase common shares which, when adjusted for stock
dividends, equal 36,300, at an exercise price equal to $13.22 per share
exercisable 25% per year following the second anniversary of the split-off.

As compensation for his services as Executive Vice President, Mr. Evanson will
receive an annual base salary of at least $150,000 and performance-based bonuses
targeted at at least 50% of his annual salary. In addition, at the commencement
of his employment, Mr. Evanson received options to purchase common shares which,
when adjusted for stock dividends, equal 30,250 at an exercise price equal to
$13.22 per share exercisable 25% per year following the second anniversary of
the split-off from Essef Corporation. As compensation for his services as
Executive Vice President, Mr. Kelso will receive an annual base salary of at
least $137,500 and performance-based bonuses targeted at at least 50% of his
annual salary. In addition, at the time of the split-off from Essef Corporation,
Mr. Kelso received options to purchase common shares which, when adjusted for
stock dividends, equal 30,250 at an exercise price equal to $13.22 per share
exercisable 25% per year following the second anniversary of the split-off.

If any of Messrs. Neidus, Wertman, Evanson or Kelso is terminated by the Company
without cause, he will be entitled to receive salary for a period of one year,
along with the pro rata portion of any bonus payable for such fiscal year.
Messrs. Wertman, Evanson and Kelso also would receive the right to exercise, for
three months, any options to acquire Company shares granted to them that are
exercisable. Mr. Neidus will be entitled to exercise, for one year, any options
to acquire Company shares granted to him whether or not otherwise exercisable.
Mr. Neidus will be deemed to have been terminated without cause if, among other
things, the Company at any time materially changes his duties and
responsibilities without his consent.

Upon a change in control of the Company, Mr. Neidus shall have the right to
terminate his employment with the Company and receive the same rights and
benefits to which he would be entitled upon his termination without cause.

6
8

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee establishes compensation for the executive officers
of the Company and its subsidiaries. In discharging its function, the Committee
seeks to harmonize three objectives. First, compensation levels are designed to
be sufficiently competitive to attract and retain highly qualified management
personnel. Second, recognition is given to the achievement of annual financial,
operational and strategic objectives. Finally, it is the Company's objective to
continue to align pay and performance for the Company's executives with the
longer-term goal of enhancing shareholder value. To implement these objectives,
the compensation program for executive officers consists of base salary, annual
cash incentives, and the long-term compensation plan.

Base salaries are determined in the first instance by the evaluation of the
executive officer's responsibility and by comparison to similarly situated
executives at other comparable firms to ensure that the Company's salaries are
competitive.

Annual cash incentives are used to recognize the achievement of annual
objectives in line with the Company's long-term goals. The annual objectives are
based on specific and quantifiable financial and operational performance
criteria, which are set at the beginning of each fiscal year by the Committee.
Bonuses of executive officers are primarily based on earnings per share of the
Company.

The Company's current long-term compensation plan is a part of the Executive and
Director Leveraged Stock Purchase Plan. To participate in the Plan eligible
executives purchased shares of Company common stock for up to two times their
base compensation while non-employee Directors purchased shares for up to four
times their annual retainer. The participants' shares were then purchased out of
the Company's treasury shares at fair market value on the Acceptance Date. At
the option of each participant these purchases were financed through external
borrowings guaranteed by the Company and secured by the stock. Further, the
Company agreed to advance to the participant the interest on the obligation.
Should the common stock reach levels varying from $16.53 to $23.14 during
certain periods over a five year term, a long-term cash incentive will be
awarded to participants equal to the amount of the initial stock purchase plus
any interest advanced to the participant. For every share of common stock
purchased under the Plan, participants will also receive .40 of a stock option
grant issued at the fair market value of the common stock at the Acceptance Date
that vests over periods ranging from two to five years. All of the eligible
participants purchased shares in the program. At December 31, 2000 the Company
has guaranteed total borrowings of $2,807,000 under the Plan.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

For 2000, Mr. Neidus's compensation package was reviewed in connection with his
employment agreement. The Committee determined that his total cash compensation
should be at the 75th percentile for compensation received by chief executive
officers of similarly situated companies.

Mr. Neidus's total cash compensation consisted of his base annual salary and
performance based bonuses targeted at 60% of Mr. Neidus's annual salary based on
the Company's annual earnings per share. For fiscal year 2000, the base
compensation was $229,000 and a bonus of $201,990 was earned.

THE COMPENSATION COMMITTEE
Mary Ann Jorgenson, Chairperson
Roger D. Blackwell
Thomas B. Waldin

7
9

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on behalf
of the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the Committee reviewed
the audited financial statements in the Annual Report with management including
a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in financial statements.

The Committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgment of the quality,
not just the acceptability, of the Company's accounting principles and such
other matters as are required to be discussed with the Committee under generally
accepted auditing standards. In addition the Committee has discussed with the
independent auditors the auditors' independence from management and the Company,
including the matters in the written disclosure required by the Independence
Standards Board, and considered the compatibility of non-audit services with the
auditors' independence.

The Committee discussed with the Company's independent auditors the overall
scope and plans for their audits. The Committee meets with the independent
auditors, with and without management present, to discuss the results of their
examinations, their evaluation of the Company's internal controls and the
overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Committee has
made a recommendation to the Board of Directors, which the Board has approved,
that the audited financial statements be included in the Annual Report on the
Form 10-K for the year ended December 31, 2000 for filing with the Securities
and Exchange Commission.

The Committee and the Board have approved the selection of the Company's
independent auditors. The Committee has approved and recommended to the Board,
and the Board has adopted, the Audit Committee Charter, a copy of which is
attached as Appendix A.

THE AUDIT COMMITTEE
Thomas B. Waldin, Chairperson
Roger D. Blackwell
Mary Ann Jorgenson

8
10

PERFORMANCE GRAPH

Set forth below is a line graph comparing the percentage change in cumulative
shareholder return with the cumulative total return of the Standard & Poors
SmallCap 600 and the NASDAQ Stock Market (U.S. Companies) Composite Index since
August 11, 1999, the date on which the Company's shares were first publicly
traded:

COMPARISON OF CUMULATIVE TOTAL RETURN*

ANTHONY & SYLVAN S&P SMALLCAP 600 NASDAQ US
---------------- ---------------- ---------

8/11/99 100 100 100
12/31/99 115.6 111.9 144.1
12/31/00 168.92 125.15 86.7

LEGEND

INDEX DESCRIPTION 8/11/99 12/31/99 12/31/00
----------------- ------- -------- --------

Anthony & Sylvan Pools Corporation 100.0 115.6 168.92
S&P SmallCap 600 100.0 111.9 125.15
CRSP Index for NASDAQ Stock Market (U.S.
Companies) 100.0 144.1 86.70

Notes:

A. Data complete through last fiscal year.

B. Graph with peer group uses peer group only performance (excludes the
Company).

C. Peer group indices use beginning of period market capitalization weighting.

9
11

BENEFICIAL OWNERSHIP OF SHARES

The following tables display, as of March 23, 2001, the name and address of each
person who is known to the Company to own beneficially more than 5% of the
Company's common shares as well as the number of Common Shares beneficially
owned by each director and named executive officer, and the directors and named
executive officers of the Company as a group.

FIVE PERCENT BENEFICIAL OWNERSHIP

COMMON SHARES
BENEFICIALLY OWNED
------------------
NAME NUMBER PERCENT
---- ------- -------

Thomas B. Waldin(1) 377,084 9.8
6690 Beta Drive, Suite 300
Mayfield Village, Ohio 44143
Stuart D. Neidus(2) 336,718 8.6
6690 Beta Drive, Suite 300
Mayfield Village, Ohio 44143
Ralph T. King(3) 278,653 7.3
30050 Chagrin Boulevard, Suite 150
Pepper Pike, Ohio 44124
Steven T. Newby(4) 231,443 6.1
555 Quince Orchard Road, Suite 606
Gaithersburg, Maryland 20878

BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

COMMON SHARES
BENEFICIALLY OWNED
--------------------
NAME NUMBER PERCENT
---- --------- -------

Thomas B. Waldin(1) 377,084 9.8
Mary Ann Jorgenson(5) 32,396 0.8
Roger D. Blackwell(6) 31,443 0.8
Stuart D. Neidus(2) 336,718 8.6
Howard P. Wertman 67,578 1.8
William J. Evanson 59,118 1.5
Richard M. Kelso 48,319 1.3
Martin J. Degnan 11,172 0.2
All directors and officers as a group (14 persons)(7) 1,188,990 30.2

- ---------------

(1) Thomas B. Waldin is a beneficial owner of: (a) 377,084 shares owned directly
by him (9,180 shares consist of options to purchase which are exercisable
within 60 days of December 31, 2000) and (b) 787,756 shares held in a
Deferred Compensation Plan Trust over which he has no voting or dispositive
power. If the trust shares were added to the calculation, he would have
beneficial ownership of 30% of the Company's shares.

(2) Stuart D. Neidus is the beneficial owner of 336,718 shares owned directly by
him (100,656 shares consist of options to purchase which are exercisable
within 60 days of December 31, 2000).

(3) Includes 269,651 shares in the Ralph T. King Revocable Trust, over which Mr.
King has voting and dispositive power; and 9,002 shares, held by a
foundation of which he is a trustee with shared voting and dispositive
power.

(4) Based on Schedule 13-G filed with the Securities and Exchange Commission as
of December 31, 2000.

10
12

(5) Mary Ann Jorgenson is the beneficial owner of: (a) 32,396 shares owned
directly by her (2,420 shares consist of options to purchase which are
exercisable within 60 days of December 31, 2000) and (b) 5,210 shares held
in a Deferred Compensation Plan Trust over which she has no voting or
dispositive power.

(6) Roger D. Blackwell is the beneficial owner of: (a) 31,443 shares owned
directly by him (2,017 shares consist of options to purchase which are
exercisable within 60 days of December 31, 2000) and (b) 4,189 shares held
by a Deferred Compensation Plan Trust over which he has no voting or
dispositive power.

(7) Includes 114,273 options to purchase, which are exercisable by Messrs.
Blackwell, Neidus and Waldin and Ms. Jorgenson within 60 days of December
31, 2000. In addition, Messrs. Blackwell and Waldin and Ms. Jorgenson are
the beneficial owners of 797,155 shares held by a Deferred Compensation Plan
Trust over which they have no voting or dispositive power.

CERTAIN TRANSACTIONS

Ms. Mary Ann Jorgenson, a current Director and nominee for Director for an
additional term, is a member of the law firm of Squire, Sanders & Dempsey,
L.L.P. The Company retained the services of this firm during the past fiscal
year, and proposes retaining its services during the current fiscal year.

Mr. Howard P Wertman, III, son of the Company's President, was retained as a
subcontractor in 2000 and was paid $111,824 for his services during that year.
Mr. Ernest Girod, the brother-in-law of the Company's President, was employed as
a salesman in 2000 and received $68,658 for his services during that year. The
Company believes that these transactions were conducted on terms no less
favorable to the Company than could have been obtained from unaffiliated third
parties.

PROPOSAL FOR 2001 STOCK OPTION PLAN

PROPOSAL TO ADOPT THE 2001 LONG-TERM INCENTIVE PLAN

At the meeting, the shareholders will be asked to consider for adoption the 2001
Long-Term Incentive Plan, a copy of which is attached as Appendix B ("2001
Plan"). The purpose of the 2001 Plan is to promote the long-term growth and
performance of the Company and enhance the Company's ability to attract and
retain persons with desired abilities.

In 1999, the shareholders approved the 1999 Long-Term Incentive Plan. Under this
plan, the Company was initially authorized to award up to 500,000 shares of
Company common stock. Due to the declaration of two separate stock dividends in
the interim, the aggregate number of shares available for award under the plan
has been increased to 605,000 shares. As of April 4, 2001, substantially all of
the shares have been awarded under the 1999 Long-Term Incentive Plan. If the
2001 Plan is adopted, no further awards will be made under the 1999 Long-Term
Incentive Plan.

OVERVIEW

The Compensation Committee, consisting of certain members of the Board of
Directors, will administer the 2001 Plan. The Compensation Committee will have
the authority to select the plan participants and to determine the number and
types of awards to be granted. The Compensation Committee will determine the
terms and conditions of any award granted and will be responsible for generally
interpreting the plan, including determining whether to grant waivers of plan
restrictions and adopting, amending or rescinding rules, regulations and
policies for carrying out the plan.

The persons eligible to receive awards under the 2001 Plan will include all key
employees and the Board of Directors of the Company and its direct and indirect
subsidiaries, including the executives named in the summary compensation table
on page 4, and any other persons whom the Compensation Committee elects to
include.

Awards under the 2001 Plan may be granted in the form of (i) incentive stock
options within the meaning of Section 422 of the Internal Revenue Code, (ii)
non-statutory stock options, (iii) stock appreciation rights, (iv) restricted
shares, (v) performance shares or (vi) stock awards.

11
13

INCENTIVE AND NON-STATUTORY STOCK OPTIONS

Stock options will be exercisable in whole or in installments and at the times
and upon the terms as the Compensation Committee determines. Generally, no stock
options will be exercisable more than ten years after the date of grant,
although the Compensation Committee will have the authority to grant
non-statutory stock options with exercise terms in excess of ten years.

The Compensation Committee will determine the exercise price of stock options.
While the exercise price of non-statutory stock options may be at a discount to
the fair market value of the Company's shares on the date of the grant, the
exercise price of incentive stock options will not be less than 100% of the fair
market value of such shares on the date of the grant. Participants may pay the
exercise price of a stock option in cash, shares of the Company or a combination
of cash and shares of the Company.

In the event a participant elects to pay the exercise price using stock of the
Company, the Compensation Committee may allow the participant to maintain his or
her overall equity position in the Company by providing for an automatic grant
of stock options in an amount equal to all or a portion of the number of shares
used to pay the exercise price. The Compensation Committee will be responsible
for establishing appropriate procedures to (i) establish the exercise price
associated with such automatic grants, (ii) establish the vesting period for
such options, (iii) ensure that any legal requirements applicable to incentive
stock options are satisfied and (iv) ensure that the limits regarding the number
of shares available for award under the 2001 Plan are not violated.

STOCK APPRECIATION RIGHTS

Stock appreciation rights entitle the recipient to receive a payment, either in
cash or in shares of the Company. The amount of the payment will equal the
appreciation in market value of a stated number of shares of the Company from
the exercise price to the average value of the shares during the ten days before
the date of exercise. The Company may grant stock appreciation rights either
separately or in conjunction with other awards granted under the 2001 Plan.
Stock appreciation rights granted in connection with a non-statutory stock
option may be granted at the same time as the grant of the non-statutory stock
option or at any time thereafter but before the exercise or expiration of the
non-statutory stock option. Stock appreciation rights granted in connection with
an award of an incentive stock option must be made at the same time as the award
of the incentive stock option. Stock appreciation rights related to a stock
option will be exercisable only to the extent the related option is exercisable.

RESTRICTED SHARES

The Company may award restricted shares in numbers and at times as the
Compensation Committee determines. Restricted shares will be subject to such
terms, conditions or restrictions as the Compensation Committee considers
appropriate. The restrictions may include restrictions on transferability,
requirements for continued employment or the attainment of certain individual or
Company financial performance goals.

The Compensation Committee will establish periods of vesting and forfeiture
restrictions at the time of grant. During the period in which any restricted
shares are subject to forfeiture restrictions, the Compensation Committee may,
in its discretion, grant to the participant to whom those shares have been
awarded all or any of the rights of a shareholder with respect to those
restricted shares, including the right to vote those shares and to receive
dividends with respect to those shares.

PERFORMANCE SHARES

The Company may award performance shares in the form of shares of the Company
that are earned only after the Company attains predetermined performance targets
established by the Compensation Committee. The performance targets may include
factors such as revenues, operating income, net income, earnings per share,
return on equity, cash flow, shareholder total return, return on assets, return
on investment, asset turnover, liquidity, capitalization, stock price, expenses,
operating profit and margin, retained earnings, market share, sales to targeted
customers, customer satisfaction, quality measures, productivity, safety
measures or educational and technical skills of employees.

12
14

The Compensation Committee may make adjustments at the time that it determines
whether performance targets have been attained. Those adjustments may reflect
extraordinary or non-recurring items or events or unusual non-recurring gains or
losses identified in the Company's financial statements. To the extent
applicable, those adjustments will be made in a manner consistent with Section
162(m) of the Internal Revenue Code. Any awards of performance shares made to
participants who are subject to Section 162(m) of the Internal Revenue Code will
be intended to qualify under Section 162(m) and, to the extent appropriate, the
provisions of those awards will be interpreted in a manner consistent with that
intent. This also applies to awards of restricted shares to the extent those
awards are subject to the financial performance of the Company.

At the end of the applicable performance period, performance shares will be
converted into shares of the Company, cash or a combination of shares and cash
and then distributed to participants based upon the applicable performance
entitlement. Award payments made in cash will not, by reason of the cash
payment, result in additional shares becoming available for award under the 2001
Plan.

STOCK AWARDS

The Company may make stock awards in common shares of the Company or on a basis
valued in whole or in part by reference to, or otherwise based upon, shares of
the Company. Stock awards are subject to conditions established by the
Compensation Committee.

NUMBER OF SHARES

The Company will be authorized to award up to 400,000 shares of the Company's
common stock under the 2001 Plan. This number would be adjusted if there were a
change in the number of outstanding shares of the Company because of a
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any other change in the corporate
structure or capital stock of the Company. Shares issuable under the 2001 Plan
will consist of authorized and unissued shares of the Company and shares of the
Company held in treasury. No individual participant will be permitted to receive
awards of more than 120,000 shares in any one calendar year.

CHANGE OF CONTROL

Under the terms of the 2001 Plan, if a change in control of the Company occurs,
(i) all stock options or stock appreciation rights then outstanding will become
fully exercisable as of the date of the change in control, whether or not then
otherwise exercisable, (ii) all restrictions and conditions of all awards of
restricted shares then outstanding shall be deemed satisfied as of the date of
the change in control and (iii) all awards of performance shares will be deemed
to have been fully earned as of the date of the change in control.

Generally speaking, a change in control of the Company requires the consummation
of a transaction the result of which is that a majority of the voting power is
no longer in the hands of the Company's shareholders. This might occur by means
of a merger, consolidation, sale of substantially all of the assets of the
Company or similar type transaction. A change in control of the Company also
occurs if the Company files a report or proxy statement with the Securities and
Exchange Commission indicating that a change in control of the Company has or
may occur.

TRANSFERABILITY

With respect to incentive stock options, unless otherwise provided in the
relevant award agreement, no one other than the participant to whom the
incentive stock option was granted may assign, transfer, receive payment under
or exercise the award. With respect to non-statutory stock options, the
Compensation Committee may provide that such awards are transferable by the
participant to such participant's family members or to trusts for the benefit of
any such family members.

13
15

MODIFICATIONS

The Board of Directors may amend, suspend or terminate the 2001 Plan at any
time. The Board may not, however, take any action that would impair a
participant's rights under an outstanding award without the participant's
consent. Similarly, the Board of Directors may amend the terms of any
outstanding award, prospectively or retroactively, but no amendment may impair
the rights of any participant without the participant's consent and no amendment
may, for any employee subject to Section 162(m) of the Internal Revenue Code,
increase the amount of any award from the amount that would otherwise be payable
pursuant to the formula and/or goals previously established for that
participant.

FEDERAL INCOME TAX CONSEQUENCES OF THE LONG-TERM INCENTIVE PLAN

The following summary describes all material federal income tax consequences
under current tax laws of events under the long-term incentive plan. The summary
is general in nature and is not intended to cover all tax consequences that may
apply to a particular participant or to the Company. In addition, it does not
describe foreign, state or local tax consequences.

No income will result to a participant when the Company grants an incentive
stock option or when the participant exercises the incentive stock option. This
is true as long as:

- the participant does not dispose of stock received upon exercise of
an incentive stock option within two years from the date that the
Company grants the incentive stock option or within one year from
the date the participant exercises the incentive stock option;

- the participant is an employee of the Company or a subsidiary of the
Company at all times from the date of grant until three months
before the date of exercise; and

- for a participant who is totally and permanently disabled, he or she
is an employee of the Company or a subsidiary of the Company at all
times from the date of grant until one year before the date of
exercise.

If a participant disposes of stock he or she receives on exercise of an
incentive stock option after the incentive stock option holding periods have
been satisfied, any gain or loss usually will be taxable as capital gain or
loss. The gain or loss is equal to the difference between the amount realized on
the disposition and the option price. If a participant disposes of stock he or
she receives on exercise of an incentive stock option before the expiration of
the incentive stock option holding periods, the participant will recognize
ordinary income equal to the excess of the fair market value of the stock at the
time of exercise, or the amount realized upon the disposition, if less, over the
option price. If the amount realized on the disqualifying disposition exceeds
the fair market value of the stock at the time of exercise, the excess will be
taxable as capital gain.

The Company may not take any deduction on the grant or exercise of an incentive
stock option. If a participant in the long-term incentive plan recognizes
ordinary income as a result of a disposition of stock he or she received upon
exercise of an incentive stock option before the expiration of the incentive
stock option holding periods, the Company usually will be entitled to a
deduction in an amount equal to the ordinary income recognized by the
participant.

No income is recognized when the Company grants a non-statutory stock option to
a participant in the long-term incentive plan. The participant recognizes
ordinary income upon exercise of the non-statutory stock option equal to the
excess of the fair market value of the stock received upon exercise of the stock
option on the date of exercise over the option price. That ordinary income, in
the case of an employee, is subject to withholding. The participant's tax basis
in these shares will be equal to fair market value of the shares when purchased.
On subsequent sale of those shares, gain or loss will be recognized in an amount
equal to the difference between the tax basis of the shares and the amount
realized on the sale of the shares.

A participant in the long-term incentive plan will not be taxed when the Company
awards a stock appreciation right. When the participant exercises the stock
appreciation right, the participant will recognize ordinary income equal to the
amount of cash received and the Company will be entitled to a corresponding
deduction. If a participant receives shares upon the exercise of a stock
appreciation right, the participant will recognize ordinary
14
16

income equal to the value of the shares at the time of exercise. If the
participant is an employee, any ordinary income recognized upon the exercise of
a stock appreciation right is treated as wages subject to withholding.

A participant in the long-term incentive plan usually will not recognize taxable
income when the Company grants restricted shares. The recognition of any income
will be postponed until the time that the restrictions on the shares lapse. At
that time the participant will recognize ordinary income equal to the fair
market value of the restricted shares at the time these restrictions lapse. A
participant may elect to be taxed at the time of the grant of restricted stock
and, if this election is made, the participant will recognize ordinary income
equal to the fair market value of the restricted shares at the time of grant
determined without regard to any of the restrictions on the shares. If the
participant is an employee, any ordinary income recognized with respect to
restricted shares will be subject to withholding.

When a participant earns performance shares and the Company issues stock as a
result, a participant in the long-term incentive plan will realize ordinary
income, equal to the fair market value of the performance shares. If the
participant is an employee, any ordinary income recognized as a result of the
share issuance will be subject to withholding.

A participant in the long-term incentive plan will recognize ordinary income
upon the receipt of a stock award, other than an award of performance shares or
restricted shares, equal to the fair market value of that stock on the award
date. If the participant is an employee, any ordinary income recognized as a
result of a stock award is treated as wages subject to withholding.

The Company will usually be entitled to a deduction equal to the ordinary income
recognized by the participant in the long-term incentive plan in the same
taxable year in which the participant recognizes ordinary income with respect to
non-statutory stock options, restricted stock, performance shares, stock
appreciation rights and stock awards.

VOTE REQUIRED AND BOARD RECOMMENDATION

The affirmative vote of holders of a majority of the shares of common stock cast
in person or by proxy at the meeting is required for the adoption of the 2001
Long-Term Incentive Plan. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ADOPTION OF THE 2001 LONG-TERM INCENTIVE PLAN.

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP acted as independent auditors of the Company for the
fiscal year ended December 31, 2000. Their representatives will be present at
the meeting and will be given an opportunity to make a statement, if they so
desire, as well as to respond to appropriate questions.

AUDIT FEES

The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu and their respective affiliates (collectively, "Deloitte") for
the audit of the Company's annual financial statements, and for the reviews of
the financial statements included in the Company's Quarterly Reports on Form
10-Q, for the fiscal year ended December 31, 2000 were $92,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Deloitte neither billed for, nor provided, financial information systems design
and implementation services.

ALL OTHER FEES

The aggregate fees billed by Deloitte for services rendered to the Company,
other than described above under "Audit Fees", for the fiscal year ended
December 31, 2000 were $9,000.

15
17

SHAREHOLDER PROPOSALS

Proposals of shareholders for the fiscal year 2001 Annual Meeting of
Shareholders to be held in May, 2002 must be received by the Secretary of the
Company no later than December 1, 2001 to be included in the proxy statement and
form of proxy for that meeting.

SOLICITATION EXPENSES

The Company will bear the costs of proxy solicitation including the preparation
and mailing of this statement and accompanying material. Proxies will be
solicited principally by mail, by employees and agents of the Company and its
subsidiaries. No employee of the Company who assists in the solicitation will be
paid for doing so beyond his regular compensation.

The Company will request brokers, banks and other custodians or fiduciaries
holding shares in their names or in the names of nominees to forward copies of
proxy solicitation materials to the beneficial owners of the shares held by them
and, upon request, will reimburse them for the reasonable expenses incurred in
forwarding the material to their principals and processing responses.

VOTE TABULATION POLICIES AND PROCEDURES

Shares voted by proxy on the form provided by management with this statement
will be tabulated according to the tenor thereof. Shares voted by omnibus proxy
or other proxy forms by brokers, nominees or agents will be tabulated according
to instructions and limitations accompanying the form of proxy. All shares for
which valid proxies are returned will be counted as present at the meeting for
determination of a quorum (a majority of shares entitled to vote at the Annual
Meeting), but the votes of shares represented by omnibus or similar proxy will
be tabulated only to the extent the vote is specifically instructed.

By Order of the Board of Directors
Martin J. Degnan, Secretary

April 4, 2001

16
18

APPENDIX A

ANTHONY & SYLVAN POOLS CORPORATION
AUDIT COMMITTEE CHARTER

PURPOSE

The primary purpose of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") in fulfilling its responsibility to provide
oversight and monitoring of the Company's financial reporting process, the
Company's systems of internal accounting and financial controls, and the annual
independent audit of the Company's financial statements.

In discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and the power to retain outside counsel,
auditors or other experts for this purpose. Further, the outside auditor is
ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual basis.

MEMBERSHIP

The Committee shall be comprised of at least three members of the Board, and the
Committee's composition will meet the requirements of the Audit Committee Policy
of NASDAQ.

Accordingly, all of the members will be directors:

1. Who have no relationship to the Company that may interfere with the exercise
of their independence from management and the Company; and

2. Who are financially literate or who become financially literate within a
reasonable period of time after appointment to the Committee. In addition, at
least one member of the Committee will have accounting or related financial
management expertise.

KEY RESPONSIBILITIES

The Committee's job is one of oversight and it recognizes that the Company's
management is responsible for preparing the Company's financial statements and
that the outside auditors are responsible for auditing those financial
statements. Additionally, the Committee recognizes that financial management, as
well as the outside auditors, have more time, knowledge and more detailed
information on the Company than do Committee members; consequently, in carrying
out its oversight responsibilities, the Committee is not providing any expert or
special assurance as to the Company's financial statements or any professional
certification as to the outside auditor's work.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.

- - The Committee shall review with management and the outside auditors the
audited financial statements to be included in the Company's Annual Report on
Form 10-K (or the Annual Report to Shareholders if distributed prior to the
filing of Form 10-K) and review and consider with the outside auditors the
matters required to be discussed by Statement of Auditing Standards ("SAS")
No. 61.

- - As a whole, or through the Committee chair, the Committee shall review with
the outside auditors the Company's interim financial results to be included in
the Company's quarterly reports to be filed with Securities and Exchange
Commission, to the extent required by SAS No. 61 and SAS No. 71; this review
will occur prior to the Company's filing of the Form 10-Q.

- - The Committee shall discuss with management and the outside auditors the
quality and adequacy of the Company's internal controls.
A-1
19

- - The Committee shall:

- Request from the outside auditors annually, a formal written
statement delineating all relationships between the auditor and the
Company consistent with Independence Standards Board Standard Number
1;

- Discuss with the outside auditors any such disclosed relationships
and their impact on the outside auditor's independence; and

- Recommend that the Board take appropriate action to oversee the
independence of the outside auditor.

- - The Committee, subject to Board approval, shall have the ultimate authority
and responsibility to select, evaluate and, where appropriate, replace the
outside auditor.

A-2
20

APPENDIX B

ANTHONY & SYLVAN POOLS CORPORATION
2001 LONG-TERM INCENTIVE PLAN

1. PURPOSE

The purpose of the Anthony & Sylvan Pools Corporation 2001 Long-Term Incentive
Plan (the "Plan") is to promote the long-term growth and performance of Anthony
& Sylvan Pools Corporation (the "Company"). The Plan provides an opportunity for
employees and directors of the Company to participate through share ownership in
the long-term growth and success of the Company, enhances the Company's ability
to attract and retain persons with desired abilities, provides additional
incentives for such persons and identifies interests of employees, directors and
shareholders of the Company.

2. DEFINITIONS

(a) "Award" means any form of stock option, stock appreciation right, restricted
shares, share or share-based award or performance share granted to a Participant
under the Plan.

(b) "Award Agreement" means a written agreement between the Company and a
Participant setting forth the terms, conditions and limitations applicable to an
Award.

(d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

(e) "Committee" means the Compensation Committee of the Company's Board, or such
other committee of the Board that is designated by the Board to administer the
Plan, provided that the Committee shall be constituted so as to satisfy any
applicable legal requirements, including the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Section 162(m) of the Code or any respective successor rule.

(f) "Fair Market Value" means the average of the closing prices of Shares as
reported on the Nasdaq Stock Market for the preceding ten (10) days on which
sales of Shares were made on the Nasdaq Stock Market.

(g) "Participant" means (i) any employee of the Company, (ii) any employee of
any direct or indirect subsidiary of the Company, (iii) any director of the
Company, or (iv) any other person whose selection the Committee determines to be
in the best interests of the Company, to whom an Award is made under the Plan.

(h) "Shares" means the common stock, without par value, of the Company.

3. SHARES AVAILABLE FOR AWARDS

Subject to adjustment as provided in Section 11 below, the aggregate number of
Shares which may be awarded under the Plan shall be four hundred thousand
(400,000) Shares. No more than one hundred and twenty thousand (120,000) Shares
shall be the subject of Awards to any individual Participant in any one calendar
year. Shares issuable under the Plan may consist of authorized and unissued
Shares or treasury Shares.

Any Shares issued by the Company through the assumption or substitution of
outstanding grants previously made by an acquired corporation or entity shall
not reduce the number of Shares available for Awards under the Plan. Any Shares
issued by the Company through the conversion or substitution of outstanding
grants previously made by Essef Corporation shall not reduce the number of
Shares available for Awards under the Plan. If any Shares subject to any Award
granted under the Plan are forfeited or if such Award otherwise terminates
without the issuance of such Shares or payment of other consideration in lieu of
such Shares, the Shares subject to such Award, to the extent of any such
forfeiture or termination, shall again be available for grant under the Plan as
if such Shares had not been subject to an Award.

B-1
21

4. ADMINISTRATION

The Plan shall be administered by the Committee, which shall have full power and
authority to interpret the Plan, to grant waivers of Plan restrictions and to
adopt such rules, regulations and policies for carrying out the Plan as it may
deem necessary or proper in order to further the purposes of the Plan. In
particular, the Committee shall have the authority to (i) select Participants to
receive Awards, (ii) determine the number and type of Awards to be granted,
(iii) determine the terms and conditions, not inconsistent with the terms
hereof, of any Award granted, (iv) interpret the terms and provisions of the
Plan and any Award granted, (v) prescribe the form of any agreement or
instrument executed in connection with any Award, and (vi) establish, amend and
rescind such rules, regulations and policies for the administration of the Plan
as it may deem advisable from time to time.

5. AWARDS

The Committee shall determine the type(s) of Award(s) to be made to each
Participant and shall set forth in the related Award Agreement the terms,
conditions and limitations applicable to each Award. Awards may include but are
not limited to those listed in this Section 5. Awards may be made singly, in
combination, in tandem or in exchange for a previously granted Award, and also
may be made in combination or in tandem with, in replacement of, or as
alternatives to, grants or rights under any other employee plan of the Company,
including the plan of any acquired entity.

(a) Stock options. Awards may be made in the form of stock options, which may be
incentive stock options within the meaning of Section 422 of the Code or
nonstatutory stock options not intended to qualify under Section 422 of the
Code. Incentive stock options may be granted only to employees. The aggregate
Fair Market Value (determined at the time the option is granted) of Shares as to
which incentive stock options are exercisable for the first time by a
Participant during any calendar year (under the Plan and any other plan of the
Company) shall not exceed $100,000 (or such other limit as may be required by
the Code from time to time). The exercise price of stock options granted under
the Plan shall be determined by the Committee. The exercise price of a
nonstatutory stock option may be at a discount to Fair Market Value on the date
of the grant. The exercise price of an incentive stock option shall be not less
than 100% of Fair Market Value on the date of the grant. A stock option granted
under the Plan shall be exercisable in whole or in such installments and at such
times and upon such terms as may be determined by the Committee, provided that
no incentive stock option shall be exercisable more than ten years after the
date of grant. A participant may pay the exercise price of a stock option in
cash, Shares or a combination of cash and Shares. The Committee shall establish
appropriate procedures for accepting Shares in payment of the exercise price of
a stock option and may impose such conditions as it deems appropriate on such
use of Shares. The Committee is authorized to provide for the automatic granting
of an additional stock option to an Optionee who uses Shares to exercise a stock
option and the Committee shall establish appropriate procedures with respect to
such additional stock options relating to (i) the exercise price of such
additional stock options, (ii) the number of Shares to be covered by such
additional stock options, (iii) the vesting period for such additional stock
options, (iv) the status of such additional stock options as incentive stock
options or non-statutory stock options, and (v) the limitations contained in
Section 3 of this Plan concerning the aggregate number of Shares that may be
awarded under this Plan.

(b) Stock Appreciation Rights. Awards may be granted in the form of stock
appreciation rights ("SARs"). SARs shall entitle the recipient to receive a
payment, in cash or Shares, equal to the appreciation in market value of a
stated number of Shares from the price stated in the Award Agreement to the Fair
Market Value on the date of exercise or surrender. SARs may be granted either
separately or in conjunction with other Awards granted under the Plan. Any SAR
related to a nonstatutory stock option may be granted at the same time such
option is granted or any time thereafter before exercise or expiration of such
option. Any SAR related to an incentive stock option must be granted at the same
time such option is granted. Any SAR related to an option shall be exercisable
only to the extent the related option is exercisable. In the case of any SAR
related to any option, the SAR or applicable portion thereof shall terminate and
no longer be exercisable upon the termination or exercise of the related option.
Similarly, upon exercise of an SAR as to some or all of the Shares covered by a
related option, the related option shall be canceled automatically to the extent
of the SARs exercised, and such Shares shall not thereafter be

B-2
22

eligible for grant. The Committee may impose such conditions or restrictions
upon the exercise of any SAR as it shall deem appropriate.

(c) Restricted Shares. Awards may be granted in the form of restricted Shares in
such numbers and at such times as the Committee shall determine. Awards of
restricted Shares shall be subject to such terms, conditions or restrictions as
the Committee deems appropriate including, but not limited to, restrictions on
transferability, requirements of continued employment, individual performance or
financial performance of the Company. The period of vesting and forfeiture
restrictions shall be established by the Committee at the time of grant. During
the period in which any restricted Shares are subject to forfeiture
restrictions, the Committee may, in its discretion, grant to the Participant to
whom such restricted Shares have been awarded, all or any of the rights of a
shareholder with respect to such restricted Shares, including the right to vote
such Shares and to receive dividends with respect to such Shares.

(d) Performance Shares. Awards may be made in the form of Shares that are earned
only after the attainment of predetermined performance targets as established by
the Committee at the time an Award is made ("Performance Shares"). A performance
target shall be based upon one or any combination of the following: (i) revenues
of the Company; (ii) operating income of the Company; (iii) net income of the
Company; (iv) earnings per Share; (v) the Company's return on equity; (vi) cash
flow of the Company; (vii) Company shareholder total return; (viii) return on
assets; (ix) return on investment; (x) asset turnover; (xi) liquidity; (xii)
capitalization; (xiii) stock price; (xiv) expenses; (xv) operating profit and
margin; (xvi) retained earnings; (xvii) market share; (xviii) sales to targeted
customers; (xix) customer satisfaction; (xx) quality measures; (xxi)
productivity; (xxii) safety measures; or (xxiii) educational and technical
skills of employees. Performance targets may also be based on the attainment of
levels of performance of the Company and/or any of its affiliates or divisions
under one or more of the measures described above relative to the performance of
other businesses. The Committee shall be permitted to make adjustments when
determining the attainment of a performance target to reflect extraordinary or
nonrecurring items or events, or unusual nonrecurring gains or losses identified
in the Company's financial statements, as long as any such adjustments are made
in a manner consistent with Section 162(m) of the Code to the extent applicable.
Awards of Performance Shares made to Participants subject to Section 162(m) of
the Code are intended to qualify under Section 162(m) and provisions of such
Awards shall be interpreted in a manner consistent with that intent to the
extent appropriate. The foregoing provisions of this Section 5(d) also shall be
applicable to Awards of restricted Shares made under Section 5(c) to the extent
such Awards of restricted Shares are subject to the financial performance of the
Company. At the end of the applicable performance period, Performance Shares
shall be converted into Shares (or cash or a combination of Shares and cash, as
set forth in the Award Agreement) and distributed to Participants based upon the
applicable performance entitlement. Award payments made in cash rather than the
issuance of Shares shall not, by reason of such payment in cash, result in
additional Shares being available under the Plan.

(e) Stock Awards. Awards may be made in Shares or on a basis valued in whole or
in part by reference to, or otherwise based upon, Shares. Share awards shall be
subject to conditions established by the Committee and set forth in the Award
Agreement.

(f) Awards to Directors. Each new non-employee director shall be granted options
immediately upon first becoming a director and at each Annual Meeting of
shareholders thereafter provided that the non-employee director continues
holding such position following the meeting. The terms and conditions of such
grants shall be determined by the full Board at the time of such grants.

(g) Integration with Deferred Compensation Plan. The Committee may establish
such procedures as it deems appropriate to permit a Participant to cancel or
surrender all or any portion of an Award in exchange for a credit to the
Participant's Deferred Compensation Account maintained under the Company's
Deferred Compensation Plan for Employees and Directors.

B-3
23

6. PAYMENT OF AWARDS; DEFERRALS

Payment of Awards may be made in the form of Shares, cash or a combination of
Shares and cash and may include such restrictions as the Committee shall
determine, including restrictions on transfer and forfeiture provisions. With
Committee approval, payments may be deferred, either in the form of installments
or a future lump sum payment. The Committee may permit Participants to elect to
defer payments of some or all types of Awards in accordance with procedures
established by the Committee to assure that such deferrals comply with
applicable requirements of the Code including the capability to make further
deferrals for payment after retirement. The Committee may also establish rules
and procedures for the crediting of interest on deferred cash payments and
dividend equivalents for deferred payments denominated in Shares.

7. TAX WITHHOLDING

The Company shall have the authority to withhold, or to require a Participant to
remit to the Company, prior to issuance or delivery of any Shares or cash
relating to an Award made under the Plan, an amount sufficient to satisfy
federal, state and local tax withholding requirements associated with any Award.
In addition, the Company may, in its sole discretion, permit a Participant to
satisfy any tax withholding requirements, in whole or in part, by (i) delivering
to the Company Shares held by such Participant having a Fair Market Value equal
to the amount of the tax or (ii) directing the Company to retain Shares having
such Fair Market Value and otherwise issuable to the Participant under the Plan.

8. TERMINATION OF EMPLOYMENT OR SERVICE AS A DIRECTOR

If the employment of a Participant (or such Participant's service as a director)
terminates for any reason, all unexercised, deferred and unpaid Awards shall be
exercisable or paid in accordance with the applicable Award Agreement, which may
provide that the Committee may authorize, as it deems appropriate, the
acceleration and/or continuation of all or any part of Awards granted prior to
such termination.

9. NONASSIGNABILITY

Except as may be otherwise provided in the relevant Award Agreement, no Award or
any benefit under the Plan shall be assignable or transferable, or payable to or
exercisable by, anyone other than the Participant to whom it was granted.

10. CHANGE IN CONTROL

(a) In the event of a Change in Control (as defined below) of the Company, and
except as the Board may expressly provide otherwise, (i) all stock options or
SARs then outstanding shall become fully exercisable as of the date of the
Change in Control, whether or not then otherwise exercisable, (ii) all
restrictions and conditions of all Awards of restricted Shares then outstanding
shall be deemed satisfied as of the date of the Change in Control, and (iii) all
Awards of Performance Shares shall be deemed to have been fully earned as of the
date of the Change in Control.

(b) A "Change in Control" of the Company shall have occurred when any of the
following events shall occur:

(i) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and immediately after
such merger, consolidation or reorganization less than a majority
of the combined voting power of the then-outstanding securities of
such corporation or person immediately after such transaction are
held in the aggregate by the holders of Voting Stock (as that term
is hereafter defined) of the Company immediately prior to such
transaction;

(ii) The Company sells all or substantially all of its assets to any
other corporation or other legal person, less than a majority of
the combined voting power of the then-outstanding securities of
such corporation or person immediately after such sale are held
in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale;

B-4
24

(iii) There is a report filed or required to be filed on Schedule 13D
or Schedule l4D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the Exchange Act, disclosing
that any person (as the term "person" is used in Section
l3(d)(3) or Section l4(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner", is defined
under Rule l3d-3 or any successor rule or regulation promulgated
under the Exchange Act) of securities representing more than 50%
of the combined voting power of the then-outstanding securities
entitled to vote generally in the election of directors of the
Company ("Voting Stock"); or

(iv) The Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing
in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in
control of the Company has or may have occurred or will or may
occur in the future pursuant to any then-existing contract or
transaction.

Notwithstanding the foregoing provisions of Section 10(b)(iii) or (iv) hereof,
unless otherwise determined in a specific case by majority vote of the Board, a
"Change in Control" shall not be deemed to have occurred for purposes of the
Plan solely because (i) the Company, (ii) an entity in which the Company
directly or indirectly beneficially owns 50% or more of the voting securities or
interest, or (iii) any Company-sponsored employee stock ownership plan or any
other employee benefit plan of the Company, either files or becomes obligated to
file a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-l, Form 8-K or Schedule l4A (or any successor schedule, form or
report or item therein) under the Exchange Act, disclosing beneficial ownership
by it of shares of Voting Stock, whether in excess of 50% or otherwise, or
because the Company reports that a change in control of the Company has or may
have occurred or will or may occur in the future by reason of such beneficial
ownership. Further, a "Change in Control" shall not be deemed to have occurred
by reason of any change resulting from the Company's bankruptcy, insolvency or
otherwise for the benefit of the Company's creditors.

11. ADJUSTMENTS UPON CHANGES OF CAPITALIZATION

In the event of any change in the outstanding Shares by reason of a
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the corporate
structure or Shares of the Company, the number of Shares as to which Awards may
be granted under the Plan, including limitations relating to incentive stock
option Awards and maximum Awards to individual Participants, the number of
Shares issuable pursuant to then outstanding Awards, and/or, if appropriate, the
prices of Shares related to outstanding Awards, shall be appropriately and
proportionately adjusted.

12. RIGHTS OF EMPLOYEES

Nothing in the Plan shall interfere with or limit in any way the right of the
Company or any subsidiary of the Company to terminate any Participant's
employment at any time, nor confer upon any Participant any right to continued
employment with the Company or any subsidiary of the Company.

13. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN AND AWARDS

The Board may amend, suspend or terminate the Plan at any time, provided that no
such action shall be taken that would impair the rights under an outstanding
Award without the Participant's consent.

The Board may amend the terms of any outstanding Award, prospectively or
retroactively, but no such amendment shall impair the rights of any Participant
without the Participant's consent and no such amendment shall have the effect,
with respect to any employee subject to Section 162(m) of the Code, of
increasing the amount of any Award from the amount that would otherwise be
payable pursuant to the formula and/or goals previously established for such
Participant.

B-5
25

14. GOVERNING LAW

The Plan, together with all determinations and actions made or taken in
connection therewith, to the extent not otherwise governed by the Code or other
laws of the United States, shall be governed by the laws of the State of Ohio.

15. EFFECTIVE AND TERMINATION DATES

The Plan shall become effective on the date it is approved by the shareholders
of the Company. The Plan shall continue in effect until terminated by the Board,
at which time all outstanding Awards shall remain outstanding in accordance with
their applicable terms and conditions.

B-6
26

DETACH HERE
- --------------------------------------------------------------------------------

ANTHONY & SYLVAN POOLS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of Anthony & Sylvan Pools Corporation hereby
appoints William Evanson and Richard Mills, the Proxies of the undersigned, to
vote the shares of the undersigned at the 2001 Annual Meeting of Shareholders of
the Company and any adjournment thereof upon the following:

The Board of Directors recommends votes be cast FOR proposals 1 and 2.

(1) ELECTION OF DIRECTORS: Roger D. Blackwell, Mary Ann Jorgenson, Stuart D.
Neidus and Thomas B. Waldin for terms expiring in 2002.

[ ]FOR all nominees (except as marked to the contrary) [ ] WITHHOLD
AUTHORITY to vote for all nominees

(INSTRUCTION: IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST ABOVE.)

(2)Proposal to adopt the 2001 Long Term Incentive Plan.

[ ]FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.

(Continued, and to be signed on other side)
27

DETACH HERE
- --------------------------------------------------------------------------------

PROXY NO. (Continued from other side) SHARES

IF THIS CARD IS RETURNED SIGNED, BUT WITH NO INSTRUCTIONS, AUTHORITY IS
GRANTED TO CAST THE VOTE OF THE UNDERSIGNED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTOR AND IN FAVOR OF THE ADOPTION OF THE 2001 LONG TERM INCENTIVE PLAN.

Dated , 2001
------------------

-----------------------------
Signature

-----------------------------
Signature if held jointly

NOTICE: When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as such. A proxy
given by a corporation should
be signed in the corporate
name by the chairman of its
board of directors, its
president, vice president,
secretary, or treasurer.

PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE CARE OF:
NATIONAL CITY BANK CORPORATE
TRUST OPERATIONS, LOCATOR 5352,
P.O. BOX 92301, CLEVELAND, OH
44197-1200.