<PAGE>
As filed with the Securities and Exchange Commission on March 21, 1994
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
UJB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-1903313
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
(Address of Principal Executive Offices) (Zip Code)
----------------------
CONVERTED VSB BANCORP STOCK OPTION PLAN
OF
UJB FINANCIAL CORP.
(Full title of the plan)
----------------------
Richard F. Ober, Jr., Esq.
Executive Vice President, General Counsel and Secretary
301 Carnegie Center, P.O. Box 2066
Princeton, N.J. 08543-2066
(Name and address of agent for service)
(609) 987-3430
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Amount Offering Aggregate Amount of
Title of securities to be price per offering registration
to be registered registered unit price fee
- ------------------- ----------- --------- ------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $1.20 80,781 $ 3.745 $ 302,524.84
par value 111,154 7.864 874,115.05
11,164 10.392 116,016.28
7,788 12.133 94,491.80
6,625 18.874 125,040.25
------- -------------
(Totals) 210,890 1,512,188.22 $ 521.45
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted as permitted by the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted as permitted by the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
UJB Financial Corp. ("UJB" or the "Company"), the Registrant, hereby
incorporates by reference in this Registration Statement the following documents
filed with the Securities and Exchange Commission (the "SEC"):
(a) UJB's Annual Report on Form 10-K filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal year
ended December 31, 1993;
(b) UJB's Quarterly Reports on Form 10-Q for the quarter ended March 31,
1994;
(c) UJB's Current Report on Form 8-K dated May 19, 1994; and
(d) The description of the Common Stock of UJB contained in UJB's
Registration Statement on Form 10 dated August 31, 1970 as supplemented by the
Registration Statement on Form 8-A filed August 28, 1989, filed pursuant to
Section 12(b) of the Exchange Act, including all amendments thereto and reports
filed under the Exchange Act for the purpose of updating such description.
All documents filed by UJB or the Plan with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall likewise be deemed to be incorporated herein by reference and to be a part
hereof from and as of the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of UJB. As of June 30, 1994 Mr. Ober
beneficially owned 20,645 shares of Common Stock and options to purchase 63,174
shares of Common Stock at a weighted average exercise price of $18.24.
The consolidated financial statements of UJB and subsidiaries as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, included in UJB's Annual Report on Form 10-K for the
year ended December 31, 1993, incorporated by reference herein, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The report of KPMG Peat Marwick for the year ending December 31, 1993 refers
to a change in the method of accounting for income taxes.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of the Company provides:
Section 5. Indemnification. Each person who was or is a party and each
person who is threatened to be or is made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or arbitrative, by reason of the fact that
such person is, or was, a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a director,
officer, trustee, agent, or employee of another corporation, partnership,
joint venture, sole proprietorship, trust or other enterprise, whether or
not for profit, shall be indemnified and reimbursed by the Corporation for
liabilities (including amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties) and expenses (including
reasonable costs, disbursements and counsel fees) to the fullest extent
permitted by the laws of the State of New Jersey as in effect at the time of
such indemnification. The foregoing right of indemnification shall inure to
the benefit of the heirs, executors, and administrators of each such person,
shall not be exclusive of any other rights or indemnification to which any
director, officer, employee or other person may be entitled in any capacity
as a matter of law or under any by-law, agreement, vote of shareholders or
directors, insurance policy, or otherwise; and shall continue as to each
such person who has ceased to be a director, officer or employee.
This By-Law shall be implemented and construed to provide any director,
officer, employee, or other person described above who is found to have
acted in good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the Corporation the maximum
indemnification, advancement of expenses, and reimbursement for liabilities
and
<PAGE>
expenses allowed by law, provided, however, that advancement of counsel fees
will be made only when the Board of Directors determines that arrangements
for counsel are satisfactory to the Board.
Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the State of the Company's
incorporation, which permits the indemnification of officers and directors,
under certain circumstances and subject to specified limitations, against
liability which any such officer or director may incur in his capacity as such.
The Company carries an officers' and directors' liability insurance policy
which provides coverage against judgments, settlements and legal costs incurred
because of actual or asserted acts or omissions of such officers and directors
of the Company arising out of their duties as such, subject to certain
exceptions, including, but not limited to, damages based upon illegal personal
profits or adjudicated dishonesty of the person seeking indemnification. This
policy provides coverage of $35,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
This Registration Statement includes the following exhibits:
5 Opinion of Richard F. Ober, Jr., Esq. regarding legality.
10 Converted VSB Bancorp Stock Option Plan of UJB Financial Corp.
24(a) Consent of Richard F. Ober, Jr., Esq. (included as part of
Exhibit 5).
(b) Consent of KPMG Peat Marwick.
25 Power of Attorney (contained on the signature pages to this
Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
<PAGE>
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) above shall not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered hereby which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of West Windsor and the State of New Jersey on this
20th day of July, 1994.
UJB FINANCIAL CORP.
By: /s/ T. Joseph Semrod
-----------------------------------
T. Joseph Semrod
Chairman of the Board of Directors
and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J.
Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same with
all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 20th day of July, 1994 by
the following persons in the capacities indicated.
Signatures Titles
---------- ------
/s/ T. Joseph Semrod Chairman of the Board
- ---------------------------
T. Joseph Semrod of Directors and President
(Chief Executive Officer)
/s/ John R. Haggerty Senior Executive Vice
- ---------------------------
John R. Haggerty President-Finance
(Principal Financial Officer)
/s/ William J. Healy Executive Vice President
- ---------------------------
William J. Healy and Comptroller
(Principal Accounting Officer)
<PAGE>
Signatures Titles
---------- ------
/s/ Robert L. Boyle Director
- ---------------------------
Robert L. Boyle
/s/ John G. Collins Director
- ---------------------------
John G. Collins
/s/ T.J. Dermot Dunphy Director
- ---------------------------
T.J. Dermot Dunphy
/s/ Elinor J. Ferdon Director
- ---------------------------
Elinor J. Ferdon
/s/ Anne E. Gibbons Director
- --------------------------
Anne E. Gibbons
Director
- ---------------------------
Fred G. Harvey
/s/ John R. Howell Director
- ---------------------------
John R. Howell
/s/ Francis J. Mertz Director
- ---------------------------
Francis J. Mertz
Director
- ---------------------------
George L. Miles, Jr.
/s/ Henry S. Patterson II Director
- ---------------------------
Henry S. Patterson II
/s/ Raymond Silverstein Director
- ---------------------------
Raymond Silverstein
/s/ Joseph M. Tabak Director
- ---------------------------
Joseph M. Tabak
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Richard F. Ober, Jr., Esq.
regarding legality.
10 Converted VSB Bancorp Stock Option Plan of UJB Financial Corp.
24(a) Consent of Richard F. Ober, Jr., Esq.
(included as part of Exhibit 5).
(b) Consent of KPMG Peat Marwick.
25 Power of Attorney (contained on the
signature pages to this Registration
Statement).
<PAGE>
[LETTERHEAD OF RICHARD F. OBER, JR., EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY]
July 20, 1994
UJB Financial Corp. EXHIBIT 5
301 Carnegie Center
P.O. Box 2066
Princeton, New Jersey 08543
Re: Registration Statement on Form S-8 of UJB Financial Corp. Relating to
210,890 Shares of UJB Financial Corp. Common Stock Issuable in
Connection with the Converted VSB Bancorp Stock Option Plan of UJB
Financial Corp.
Gentlemen:
This opinion is given in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by UJB Financial Corp. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, with respect to an aggregate of 210,890 shares of the
Company's Common Stock, par value $1.20 per share (the "Shares"), to be issued
to holders of employee stock options and/or stock appreciation rights under the
Converted VSB Bancorp Stock Option Plan of UJB Financial Corp. (the "Plan") upon
the exercise thereof. Such options and rights were originally granted to
employees of VSB Bancorp, Inc. ("VSB") or an affiliate of VSB under employee
stock option plans of VSB and were converted into options and rights with
respect to the Company's Common Stock in connection with the merger of VSB with
and into the Company, pursuant to an Agreement and Plan of Merger dated December
16, 1993, as amended by an amendment dated March 17, 1994.
I have acted as counsel for the Company in connection with the filing of
the Registration Statement. In so acting, I have made such investigation,
including the examination of originals or copies, certified or otherwise
identified to my satisfaction, of such corporate documents and instruments as I
have deemed relevant and necessary as a basis for the opinion hereinafter set
forth. In connection therewith I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals and the
conformity to original documents of all documents submitted to me as certified
or photostatic copies. As to questions of fact material to such opinion, I have
relied upon representations of officers or representatives of the Company.
Based upon the foregoing, I am of the opinion that the Shares registered
pursuant to the Registration Statement and to be issued upon the exercise of
employee stock options and stock appreciation rights under the Plan will, when
issued in accordance with the Plan, be validly issued, fully paid and
nonassessable.
<PAGE>
UJB Financial Corp. Page 2 July 20, 1994
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. I further consent to any and all references to me in
the Registration Statement.
Very truly yours,
/s/ Richard F. Ober, Jr.
<PAGE>
EXHIBIT 10
CONVERTED VSB BANCORP STOCK OPTION PLAN
OF
UJB FINANCIAL CORP.
I. PURPOSE.
-------
The Converted VSB Bancorp Stock Option Plan of UJB Financial Corp. (the
"Plan") exists solely to enable individuals who on the effective date of the
merger of VSB Bancorp, Inc. into UJB Financial Corp. (the "Merger") held
outstanding options and/or limited rights granted under the former VSB Bancorp,
Inc. Stock Option Plan For Outside Directors (the "VSB Director Plan") or the
VSB Bancorp, Inc. 1988 Incentive Plan ("VSB Employee Plan") to exercise such
options and limited rights for Common Stock of UJB Financial Corp. ("UJB").
II. DEFINITIONS.
-----------
(a) Awards. Director Options, Employee Options and Rights are sometimes
------
collectively referred to herein as "Awards".
(b) Committee. "Committee" is defined to mean the Compensation Committee
---------
of the Board of Directors of UJB.
(c) Common Stock. "Common Stock" is defined to be the common stock, par
------------
value $1.20 per share, of UJB.
(d) Director Options. "Director Options" are defined to be options
----------------
granted under the VSB Director Plan which were outstanding on the effective date
of the Merger and currently represent options to purchase Common Stock.
(e) Disability. "Disability" means the permanent and total inability by
----------
reason of mental or physical infirmity, or both, of an employee to perform the
work customarily assigned to him. Additionally, a medical doctor selected or
approved by the Committee must advise the Committee either that it is not
possible to determine when such disability will terminate or that it appears
probable that such disability will be permanent during the remainder of said
Optionee's lifetime.
(f) Discharged for Cause. "Discharged for Cause" means the termination
--------------------
upon an intentional failure to perform stated duties or breach of a fiduciary
duty involving personal dishonesty, which results in a loss to UJB or one of its
affiliates or the willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or a final cease and desist order which
results in loss to UJB or one of its affiliates.
<PAGE>
(g) Employee Options. "Employee Options" are defined to be options
----------------
granted under the VSB Employee Plan which were outstanding on the effective date
of the Merger and currently represent options to purchase Common Stock.
(h) Fair Market Value.
-----------------
(1) "Fair Market Value" with respect to a share or shares of Common
Stock shall be determined as follows:
(A) Fair Market Value shall be determined in accordance with
the Internal Revenue Code of 1986, as amended (the "Code") or regulations
promulgated thereunder where the Code or regulations under the Code require fair
market value of Common Stock to be determined in accordance with its or their
provisions;
(B) If subsection (c)(1)(A) above does not apply, Fair Market
Value shall be determined as follows: If Common Stock is listed on one or more
national securities exchanges in the United States or admitted to trading on one
or more national securities exchanges in the United States pursuant to unlisted
trading privileges granted by such exchanges (and approved by the U.S.
Securities and Exchange Commission) on the date as of which fair market value
must be or is to be established (a "valuation date"), Fair Market Value shall be
deemed to be the closing price at which Common Stock is sold on such national
securities exchanges, considered on a composite basis, on (i) the day preceding
the valuation date, for purposes of Director Options, and (ii) the valuation
date, for purposes of Employee Options and Rights (each of the dates referred to
in clauses (i) and (ii) are collectively referred to herein as the "Pricing
Dates"). If Common Stock is not traded on any of such exchanges on a relevant
Pricing Date, or none or such national securities exchanges are open for
business on the relevant Pricing Date, the Pricing Date shall become the closest
preceding date on which any of such exchanges shall have been open for business
and Common Stock shall have been traded.
(2) Notwithstanding any of the foregoing, the Committee shall at all
times retain the power to establish fair market value in the event that, in its
discretion, it determines that extraordinary circumstances or conditions have
affected trading in Common Stock on one or more of such exchanges such that, in
its judgment, the Fair Market Value determined in accordance with the foregoing
does not reflect the true fair market value of Common Stock on the relevant
Pricing Date. For all purposes under this Plan, the determination by the
Committee of the fair market value shall be conclusive.
(i) Optionee. As the context requires, an "Optionee" is defined to be an
--------
individual holding a Director Option or an Employee Option.
- 2 -
<PAGE>
(j) Right. "Right" means the right to receive Common Stock in accordance
-----
with Section VIII.
III. ADMINISTRATION. The Plan shall be administered by the Committee.
--------------
The Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make whatever determinations and interpretations in
connection with the Plan it deems as necessary or advisable. All determinations
and interpretations made by the Committee shall be binding and conclusive on all
Optionees and on their legal representatives and beneficiaries.
IV. NO RIGHTS OF A SHAREHOLDER; NONTRANSFERABILITY.
----------------------------------------------
(a) An Optionee shall have no rights as a shareholder with respect to any
Common Stock covered by an Award until the date of issuance of a stock
certificate for such Common Stock. Nothing in this Plan or in any Award confers
on any person any right to continue in the employ of or perform any services for
UJB or any affiliate of UJB or interferes in any way with the right of UJB or
any affiliate of UJB to terminate the employment of any employee at any time.
(b) No Award under the Plan shall be transferable by the optionee other
than by the laws of descent and distribution and may be exercised according to
its terms and this Plan (i) only by an Optionee during his or her lifetime, and
(ii) following the death of an Optionee, by the legal guardian, legal
representative, heirs or devisees of the Optionee.
V. COMMON STOCK SUBJECT TO THE PLAN; ADJUSTMENTS. Common Stock
---------------------------------------------
delivered upon exercise of an Award may be either authorized and unissued shares
of Common Stock or authorized and issued shares of Common Stock held by UJB as
treasury stock. In the event of any change or changes in the outstanding Common
Stock of UJB by reason of any stock dividend, recapitalization, reorganization,
merger, consolidation, split-up, combination or other similar transaction, the
number of shares of Common Stock subject to Awards and the exercise price
thereof shall be automatically adjusted to prevent dilution or enlargement of
the Award.
VI. MANNER OF EXERCISE. Awards may be exercised from time to time, in
------------------
whole or in part, by delivering a written notice of exercise to the Office of
the Corporate Secretary of UJB at 301 Carnegie Center, P.O. Box 2066, Princeton,
New Jersey 08543. Such notice is irrevocable and, in the case of Director
Options and Employee Options, must be accompanied by full payment of the
purchase price in cash or previously acquired Common Stock valued at its Fair
Market Value as of the exercise date.
VII. DIRECTOR OPTIONS - EXPIRATION. A Director Option shall expire upon
-----------------------------
the earliest to occur of (i) ten years following the
- 3 -
<PAGE>
date of original grant under the Director Plan, (ii) one year following the
death of an Optionee, or (ii) three years following the date on which the
Optionee ceases to serve as a Director of Valley Savings Bank other than due to
death.
VIII. EMPLOYEE OPTIONS.
----------------
(a) Expiration.
----------
(1) Non-Qualified Stock Options. An Employee Option granted as non-
---------------------------
qualified stock option shall expire on the date set forth in the grant letter
for a particular non-qualified stock option. An Employee Option granted as a
non-qualified stock option may be exercised in whole or in part at any time
prior to its expiration date.
(2) Incentive Stock Options. An Employee Option granted as a stock
-----------------------
option intended to qualify as an incentive stock option under the Code shall
expire on the date set forth in the grant letter for the particular incentive
stock option, but in no event shall an incentive stock option be exercisable in
whole or in part more than 10 years from the original date of grant under the
Employee Plan. To the extent an incentive stock option may be exercised only in
installments, the Common Stock comprising each installment may be purchased in
whole or in part at any time after such installment becomes purchasable,
provided that the amount able to be first exercised in a given year is
consistent with the terms of Section 422A of the Code.
(3) Rights. A Right shall expire or terminate upon the expiration or
------
termination of the Employee Option with respect to which it was granted. A
Right may be exercised only on a day when the Fair Market Value of Common Stock
is greater than the exercise price of the related Employee Option. Upon
exercise of a Right, the related Employee Option shall cease to be exercisable.
Upon exercise or termination of an Employee Option, any related Right shall
terminate.
(b) Effect of Termination of Employment. Upon the termination of an
-----------------------------------
Optionee's employment, any unexercised and still exerciseable portion of such
Optionee's Employee Option or Right may be exercised until, and shall terminate
upon, the expiration of three months following the date of employment
termination, unless (i) the Optionee was Discharged for Cause, in which case the
Employee Option and Right shall terminate immediately, or (ii) the termination
was due to the death or Disability of the Optionee, in which case any
unexercised and still exerciseable portion of the Optionee's Employee Option and
Right may be exercised until, and shall terminate upon, the expiration of one
year following the death or Disability. In no event shall any period specified
above extend beyond the expiration date of an Employee Option and Right.
- 4 -
<PAGE>
(c) Exercise of Right. Upon the exercise of a Right, the holder shall
-----------------
receive shares of Common Stock (rounded down to the nearest whole number) equal
to the quotient of (i) divided by (ii) where "(i)" is the product of (y) the
difference between the exercise price of the related Employee Option and the
Fair Market Value of Common Stock on the exercise date, and (z) the number of
shares of Common Stock with respect to which the Right is being exercised, and
"(ii)" is the Fair Market Value of Common Stock.
(d) Withholding. There may be deducted from each distribution of Common
-----------
Stock under the Plan an amount of cash or a number of shares of Common Stock the
value of which (determined at the time of distribution) is sufficient to cover
any withholding and employment taxes.
IX. AMENDMENT OF THE PLAN. The Board may at any time, and from time to
---------------------
time, modify or amend the Plan in any respect; provided however, that if
necessary to continue to qualify the Plan under SEC Rule 16b-3, shareholder
approval shall also be required for any modification or amendment which extends
the period during which options may be granted or exercised beyond the times
originally prescribed. No such modification or amendment may affect the rights
of an Optionee under an outstanding Award.
- 5 -
<PAGE>
EXHIBIT 24(b)
INDEPENDENT AUDITORS' CONSENT
July 20, 1994
Board of Directors
UJB Financial Corp.
We consent to the use of our report, incorporated herein by reference, and to
the reference to our Firm under the heading "Interest of Named Experts and
Counsel" in the Registration Statement.
The report of KPMG Peat Marwick covering the December 31, 1993 financial
statements refers to a change in the method of accounting for income taxes.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Short Hills, New Jersey
July 20, 1994
