UJB FINANCIAL CORP.
Instructions for Callers
Section I: Instructions for calls to unvoted
shareholders.
Begin on page 2
Section II: Instructions for calls to shareholders who voted
FOR Proposals 3 or 4.
Begin on page 10
Section III: Instructions for calls to shareholders who voted
AGAINST proposals 3 and 4 (i.e. in support of
management), but also voted against all Director
nominations.
Begin on page 19
Section IV: Instructions for leaving a message on an
answering machine.
Page 22
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Calls to Unvoted Shareholders
Introduce yourself, state reason for call.
Hello, Mr./Mrs.__________________.
My name is ______________________.
I am a (Title) at (Name of UJB Entity).
I am calling in connection with the April 24, 1995
Annual Meeting of Shareholders
of UJB Financial Corp.
Have you received the UJB proxy material
dated March 9, 1995?
IF YES, GO TO PAGE 5.
IF NO, CONTINUE BELOW.
SHAREHOLDER HAS NOT RECEIVED PROXY MATERIAL:
Confirm current address.
Is this your correct address (read shareholder's
address)?
If shareholder has new address, record new address on your reporting form.
I have updated our records for future mailings
to you.
After confirming address or recording new address, inform shareholder that new
set of materials will be mailed promptly.
I will make sure you promptly receive a new proxy.
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<PAGE>
Ask shareholder to review materials and vote shares as Board recommends by
signing, dating and mailing proxy card.
When you receive the materials, please read them
carefully. Your vote is important and we hope you
will support your Board of Directors and vote as
they have recommended. Please note that it is
important you sign and date the proxy card to cast
your vote by mail. A postage-paid return envelope
will be enclosed. The card must be signed in the
same manner as the stock is registered, as noted on
the card.
Explain that you will call back to ensure the new materials were received and to
answer any questions.
I will call you back in a few days to check that the
new materials arrived. If you have any questions at
that time, I will be pleased to discuss them with
you.
Remind shareholder there are only _____ days until the meeting.
The annual meeting is coming up on April 24, which
is only __ days away. So please vote and mail your
proxy as soon as it arrives. Your vote is important.
Ask shareholder if he/she plans to attend the meeting.
The proxy card has a box to check if you plan to
attend the Annual Meeting. We would like to know if
you plan to attend so that we will know how many
shareholders to anticipate. Do you think you will be
attending?
If you do attend the meeting, you may vote in
person. However, even if you plan to attend, it is
important to vote by proxy just in case your plans
change.
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<PAGE>
If the shareholder plans to attend, mark your reporting form.
Give shareholder your phone number should there be a need to call. Thank
shareholder for his/her time.
Let me give you my name and phone number in case you
want to call on any matter prior to the
shareholders' meeting April 24.
My name is ____________________________________ and
my phone number is ______________________.
Thank you very much for your time.
(End phone call.)
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<PAGE>
SHAREHOLDER HAS RECEIVED PROXY MATERIAL:
Ask if shareholder has reviewed the material.
Have you had an opportunity to review the material?
IF YES, GO TO PAGE 7.
IF NO, CONTINUE BELOW.
SHAREHOLDER HAS NOT REVIEWED THE MATERIAL:
Ask shareholder to review material at earliest convenience and vote shares as
Board recommends by signing, dating and mailing proxy card.
Please review the materials as soon as possible.
Your vote is important, and we hope you will support
your Board of Directors and vote as they have
recommended. Please note that it is important that
you sign and date the proxy card to cast your vote
by mail. The card must be signed in the same
manner as the stock is registered, as noted on the
card. A postage-paid return envelope is enclosed
with the materials.
Remind shareholder there are only _______ days until the meeting.
The annual meeting is coming up on April 24, which
is only ____ days away. So please vote as soon as
possible.
Ask shareholder if he/she plans to attend the meeting.
The proxy card has a box to check if you plan to
attend the Annual Meeting. We would like to know if
you plan to attend so that we will know how many
shareholders to anticipate. Do you think you will be
attending?
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<PAGE>
If you do attend the meeting, you may vote in
person. However, even if you plan to attend, it is
important to vote by proxy just in case your plans
change.
If the shareholder plans to attend, mark your reporting form.
Give shareholder your phone number if he/she needs to call. Thank shareholder
for his/her time.
Let me give you my name and phone number in case you
want to call on any matter prior to the
shareholders' meeting April 24.
My name is ____________________________________ and
my phone number is _________________.
Thank you very much for your time.
(End phone call.)
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<PAGE>
SHAREHOLDER HAS REVIEWED THE MATERIAL:
Ask if there any questions.
Do you have any questions?
IF YES, GO TO PAGE 12
(EXECUTIVE COMPENSATION)
AND/OR PAGE 15
(CONFIDENTIAL VOTING)
OF THIS SCRIPT.
IF NO, CONTINUE BELOW.
SHAREHOLDER HAS NO QUESTIONS:
Ask if he/she has mailed the proxy card.
Have you mailed your proxy card supporting
management?
IF YES, CONTINUE BELOW.
IF DID NOT MAIL CARD,
GO TO PAGE 8
IF MAILED CARD
BUT DID NOT SUPPORT
MANAGEMENT, GO TO PAGE 9
Thank shareholder for his/her vote.
Thank you very much for your support of the Board's
position.
(End phone call.)
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<PAGE>
SHAREHOLDER HAS NOT MAILED PROXY:
Ask shareholder to vote his/her shares as Board recommends by signing, dating
and mailing proxy card.
Your vote is important, and we hope you will take a
moment and support your Board of Directors by voting
as they have recommended. Please note that it is
important that you sign and date the proxy card to
cast your vote by mail. You must sign the card
in the same manner as the stock is registered, as
noted on the card. A postage-paid return envelope is
enclosed with the materials.
Remind shareholder there are only _______ days until the meeting.
The annual meeting is coming up on April 24, which
is only ___ days away. So please vote and mail your
proxy as quickly as possible.
Ask shareholder if he/she plans to attend the meeting.
The proxy card has a box to check if you plan to
attend the Annual Meeting. We would like to know if
you think you will attend so that we will know how
many shareholders to anticipate. Do you think you
will be attending?
You may vote in person at the meeting. But even if
you plan to attend, it is important to vote by proxy
just in case your plans change.
If the shareholder plans to attend, mark your reporting form.
Give shareholder your phone number if he/she needs to call. Thank shareholder
for his/her time.
Let me tell you how to reach me if you have
questions prior to the meeting on April 24.
My name is ____________________________________ and
my phone number is _________________. Thank you very
much for your time.
(End phone call.)
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<PAGE>
SHAREHOLDER HAS VOTED AGAINST MANAGEMENT:
Ask the shareholder why.
Would you be willing to discuss why you voted
against the Board's recommendation?
IF YES, GO TO PAGE 12 OF THIS SCRIPT (EXECUTIVE
COMPENSATION) AND/OR PAGE 15 OF THIS SCRIPT
(CONFIDENTIAL VOTING) DEPENDING ON WHICH PROPOSAL(S)
SHAREHOLDER VOTED AGAINST MANAGEMENT'S POSITION.
OR GO TO PAGE 19 OF THIS SCRIPT IF SHAREHOLDER
SUPPORTED MANAGEMENT'S POSITION ON PROPOSALS 3 AND 4
BUT VOTED AGAINST ALL DIRECTOR NOMINATIONS.
IF NO, CONTINUE IMMEDIATELY BELOW.
SHAREHOLDER DOES NOT WISH TO DISCUSS:
Leave your name and number and thank the shareholder for his/her time.
Let me give you my name and phone number in case you
want to call on any matter prior to the
shareholders' meeting April 24.
My name is ___________________________________ and
my phone number is __________________________.
Thank you very much for your time.
(End phone call.)
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<PAGE>
Calls to and/or Discussions with
Shareholders Who Voted Against Management
Note: This section serves both for discussions with unvoted shareholders who,
when reached by phone, have questions or express intent to vote against
management, and for calls to shareholders whose have voted against management in
proxies already received. With unvoted shareholders, skip to appropriate page(s)
as indicated at bottom of next page. With shareholders whose proxies have been
received, begin immediately below.
Hello, Mr./Mrs. _______________________________.
My name is ______________________. I am a (Title) at
(Name of UJB Entity). I am calling in connection
with the April 24, 1995 Annual Meeting of
Shareholders of UJB Financial Corp.
Inform shareholder we received proxy voting against Board's recommendation(s).
We have received your proxy card with regard to the
upcoming meeting. I note that you voted against the
recommendations of the Board on proposal(s) ___ and
___.
Ask why shareholder voted against Board's recommendation(s)
May I ask what led you to vote against the Board's
recommendation(s)?
IF NO, CONTINUE AT TOP OF
NEXT PAGE.
IF YES, SKIP TO BOTTOM OF
NEXT PAGE.
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<PAGE>
SHAREHOLDER WILL NOT DISCUSS REASONS FOR VOTE:
Leave your name and number and thank the shareholder for his/her time.
Let me give you my name and phone number in case you
want to call on any matter prior to the
shareholders' meeting April 24.
My name is ___________________________________ and
my phone number is _____________________.
Thank you very much for your time.
(End phone call.)
SHAREHOLDER HAS QUESTIONS OR IS WILLING TO DISCUSS REASONS FOR VOTE.
Respond to shareholder concerns or issues by using the proxy
statement and the attached materials. (DO NOT GUESS.)
o Shareholder Proposal on Executive Compensation: Go to Page 12 of this
script.
o Shareholder Proposal on Confidential Voting: Go to Page 15 of this script.
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<PAGE>
Discussion on Proposal 3:
Shareholder Proposal on Executive Compensation
Restate proposal and reasons for the Board's recommendation against proposal
(pages 19-20 in proxy statement).
Proposal 3 calls for placing a cap on total
compensation for all executives.
The Board of Directors unanimously recommends a vote
AGAINST this proposal.
The Response of the Board of Directors on page 20 of
the proxy statement explains why the Board is
opposed. The Board has approved the Compensation
Committee's Report on Executive Compensation, which
begins on page 9 of the proxy statement.
In short, your Board of Directors urges you to vote
against this proposal because the compensation limit
it entails could weaken UJB's executive leadership
and damage its competitive position. The Board
believes the Compensation Committee -- composed
entirely of non-employee directors -- is doing a
rational and diligent job of setting executive
compensation which is well within banking peer group
norms to assure continued capable leadership and
protect the interests of the shareholders.
The proponent argues that UJB executives are working
for their own benefit and not for the shareholders.
But the current compensation program, determined by
the Compensation Committee, is skewed toward
long-term stock-related compensation. A
stock-weighted compensation program can result in a
decrease in total compensation if the company's
stock price declines, and potentially more reward
for the executive if the stock appreciates -- which
also rewards the shareholders.
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<PAGE>
The proponent compares the compensation of UJB
executives to that of the President of the United
States. But the President is not a banking industry
peer. The Board of Directors believes it is
necessary to base compensation on industry norms to
attract, retain and motivate the best possible
executives. The Compensation Committee uses surveys
and advice from independent outside compensation
consultants to set and adjust compensation levels to
meet this goal.
Ask shareholder if he/she will change vote.
May I ask if you will change your vote?
IF NO, CONTINUE
IMMEDIATELY BELOW.
IF YES, GO TO BOTTOM OF
THIS PAGE.
SHAREHOLDER WILL NOT CHANGE VOTE:
Leave your name and number and thank shareholder for his/her time.
Let me give you my name and phone number in case you
want to call on any matter prior to the
shareholders' meeting April 24.
My name is ___________________________________ and
my phone number is ____________________________.
Thank you very much for your time.
(End phone call.)
SHAREHOLDER WILL CHANGE HIS/HER VOTE.
Tell shareholder you will send new card and ask that he/she vote it promptly.
I will make sure you receive a new proxy right away.
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<PAGE>
Ask shareholder to sign, date and mail proxy card.
When you receive the materials, please note that
it's important you sign and date the proxy card to
vote by mail. You must sign the same way the stock
is registered, as noted on the card. Use the
postage-paid return envelope we enclosed.
Explain that you will call back to make sure new materials were received and to
answer any questions.
I will call you back in a few days to check that the
new materials arrived. If you have questions at that
time, I will be pleased to discuss them with you.
Remind shareholder there are only _______ days until the meeting.
The annual meeting is on April 24, only __________
days away. So please vote and mail your proxy as
soon as it arrives. Your vote is important.
Ask shareholder if he/she plans to attend the meeting.
The proxy card has a box to check if you plan to
attend the Annual Meeting. We would like to know if
you think you will attend so that we will know how
many shareholders to anticipate. Do you think you
will be attending?
You may vote in person at the meeting. But even if
you plan to attend, it is important to vote by proxy
just in case your plans change.
If shareholder plans to attend, mark your reporting form.
Give shareholder your phone number if he/she needs to call. Thank shareholder
for his/her time.
Let me tell you how to reach me if you have
questions prior to the meeting on April 24.
My name is ______________________________________
and my phone number is _________________________.
Thank you very much for your time.
(End phone call.)
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<PAGE>
Discussion on Proposal 4:
Shareholder Proposal on Confidential Voting
Restate the proposal and the reasons for the Board's recommendation against the
proposal (pages 20-22 in the proxy statement).
Proposal 4 calls for a system of confidential proxy
voting whereby all proxies, ballots and voting
tabulations would be kept secret and tabulations
would be done by independent third parties.
Your Board of Directors unanimously recommends a
vote AGAINST this proposal.
The Response of the Board of Directors on pages 20
through 22 of the proxy statement specifies why the
Board is opposed.
In short, your Board of Directors believes that
confidential voting could result in additional
expense without in any way preserving shareholder
investment value.
The proponent of this proposal claims that
confidential voting would protect shareholders
against coercion or unfair influence from
management. This very conversation refutes the need
for such protection. You will recall that I asked
you if you would be willing to discuss your vote.
Had you told me you did not wish to discuss your
vote, I would have thanked you for your time and
ended the call.
What's more, the opportunity for confidentiality
already exists. Shareholders who wish anonymity in
voting have the option of keeping their shares in
street names through a bank, broker or other
nominee.
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<PAGE>
A majority of public companies uses free and open
proxy voting for very good reasons. First, many
shareholders wish to make their views known to
management, and proxy cards are a convenient,
cost-free way to do this. Second, this system gives
management an efficient way to encourage
participation in the voting, to inform shareholders
of errors or deficiencies in their proxy cards so
they may be corrected and made valid, and to help
assure a legally sufficient and substantial vote.
Ask the shareholder if he/she will change vote.
May I ask if you will change your vote?
IF NO, CONTINUE
IMMEDIATELY BELOW.
IF YES, GO TO NEXT PAGE
(PAGE 17)
SHAREHOLDER WILL NOT CHANGE VOTE:
Leave your name and number and thank shareholder for his/her time.
Let me give you my name and phone number in case you
want to call on any matter prior to the
shareholders' meeting April 24.
My name is ___________________________________ and
my phone number is ____________________________.
Thank you very much for your time.
(End phone call.)
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<PAGE>
SHAREHOLDER WILL CHANGE VOTE.
Tell shareholder you will send new card and ask that he/she vote it promptly.
I will make sure you promptly receive a new proxy.
Ask shareholder to sign, date and mail proxy card.
When you receive the materials, please note that it
is important that you sign and date the proxy card
to cast your vote by mail. The card must be signed
in the same manner as the stock is registered, as
noted on the card. A postage-paid return envelope
will be enclosed.
Explain that you will call back to make sure new materials were received and to
answer any questions.
I will call you back in a few days to check that the
new materials arrived. If you have any questions at
that time, I will be pleased to discuss them with
you.
Remind shareholder there are only _______ days until the meeting.
The annual meeting is coming up on April 24, which
is only ___ days away. So please vote and mail your
proxy as soon as it arrives. Your vote is important.
Ask shareholder if he/she plans to attend the meeting.
The proxy card has a box to check if you plan to
attend the Annual Meeting. We would like to know if
you think you will attend so that we will know how
many shareholders to anticipate. Do you think you
will be attending?
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<PAGE>
You may vote in person at the meeting. But even if
you plan to attend, it is important to vote by proxy
just in case your plans change.
If the shareholder plans to attend, mark your reporting form.
Give shareholder your phone number if he/she needs to call. Thank shareholder
for his/her time.
Let me tell you how to reach me if you have
questions prior to the meeting on April 24.
My name is ____________________________________ and
my phone number is _____________________________.
Thank you very much for your time.
(End phone call.)
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<PAGE>
Discussion on Director Nominations
Purpose: If shareholder supported UJB on Proposals 3 and 4 (i.e. voted against
both proposals) but voted against all directors, we need to determine if vote
was intentional (i.e. not a mistake caused by confusion over voting procedure).
You supported the Board by voting against Proposals
3 and 4. But you also opposed the Board by voting
against all the nominations for Director. Did you
intend to vote against all the Director nominations?
IF NO, SKIP TO PAGE 20.
IF YES, CONTINUE
IMMEDIATELY BELOW.
Thank shareholder for supporting the Board on proposals 3 and 4, ask if he/she
will change vote on Directors.
Your support of the Board on Proposals 3 and 4 is
appreciated. You can give the Board your complete
support -- and help ensure its effective operation
-- by changing your vote on the nominated Directors.
Will you consider changing your vote?
IF YES, SKIP TO PAGE 20.
IF NO, CONTINUE
IMMEDIATELY BELOW.
SHAREHOLDER WILL NOT CHANGE VOTE:
Leave your name and number and thank shareholder for his/her time.
Let me give you my name and phone number in case you
want to call on any matter prior to the
shareholders' meeting April 24.
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<PAGE>
My name is ___________________________________ and
my phone number is __________________________.
Thank you very much for your time.
(End phone call.)
SHAREHOLDER WILL CHANGE HIS/HER VOTE.
Confirm that shareholder now wishes to vote FOR all nominated Directors and will
need a new proxy card to do so. Tell him/her that you will send a new card and
ask that he/she vote it promptly.
To change your vote in favor of the Directors
nominated by the Board, you will need to fill out a
new proxy card. I will make sure you receive one
right away.
Ask shareholder to sign, date and mail proxy card.
When you receive the materials, please note that
it's important you sign and date the proxy card to
vote by mail. You must sign the same way the stock
is registered, as noted on the card. Use the
postage-paid return envelope we enclosed.
Explain that you will call back to make sure new materials were received and to
answer any questions.
I will call you back in a few days to check that the
new materials arrived. If you have questions at that
time, I will be pleased to discuss them with you.
Remind shareholder there are only ___ days until the meeting.
The annual meeting is on April 24, only _______
days away. So please vote and mail your proxy as
soon as it arrives. Your vote is important.
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<PAGE>
Ask shareholder if he/she plans to attend the meeting.
The proxy card has a box to check if you plan to
attend the Annual Meeting. We would like to know if
you think you will attend so that we will know how
many shareholders to anticipate. Do you think you
will be attending?
You may vote in person at the meeting. But even if
you plan to attend, it is important to vote by proxy
just in case your plans change.
If shareholder plans to attend, mark your reporting form.
Give shareholder your phone number if he/she needs to call. Thank shareholder
for his/her time.
Let me tell you how to reach me if you have
questions prior to the meeting on April 24.
My name is _________________________________ and
my phone number is ______________________.
Thank you very much for your time.
(End phone call.)
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<PAGE>
Instructions for Leaving a Message
on an Answering Machine
Hello, my name is __________________________. I am calling from UJB Financial
Corp. in connection with the UJB Annual Meeting on April 24. You should have
recently received proxy materials. At your earliest convenience, please review
the materials and vote your shares as recommended by the Board of Directors by
signing, dating and mailing the proxy card in the envelope provided. The card
must be signed in the same manner as the stock is registered, as noted on the
card.
If you have any questions regarding the meeting agenda or need assistance in
voting, please call me collect at (____)_________________ to _____ PM or
after ______* PM at (____)____________________.
* Left to caller's discretion, based on his/her schedule that day.
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