<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(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:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
PEOPLES BANKCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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:
____________________________________________
<PAGE>
PEOPLES BANKCORP, INC.
825 STATE STREET
OGDENSBURG, NEW YORK 13669
April 10, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the first Annual
Meeting of Stockholders of Peoples Bankcorp, Inc. to be held at
the offices of Ogdensburg Federal Savings and Loan Association,
825 State Street, Ogdensburg, New York on Tuesday, May 18, 1999
at 10:00 a.m., local time. Your Board of Directors and
Management look forward to personally greeting those
stockholders able to attend.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company will be present
to respond to any questions the stockholders may have.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND
THE ANNUAL MEETING. Your vote is important, regardless of the
number of shares you own. This will not prevent you from voting
in person but will assure that your vote is counted if you are
unable to attend the meeting. On behalf of your Board of
Directors, thank you for your interest and support.
Sincerely,
/s/ Robert E. Wilson
Robert E. Wilson
President<PAGE>
<PAGE>
________________________________________________________________
PEOPLES BANKCORP, INC.
825 STATE STREET
OGDENSBURG, NEW YORK 13669
(315) 393-4340
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1999
________________________________________________________________
NOTICE IS HEREBY GIVEN that the first Annual Meeting of
Stockholders (the "Meeting") of Peoples Bankcorp, Inc. (the
"Company"), will be held at the offices of Ogdensburg Federal
Savings and Loan Association, 825 State Street, Ogdensburg, New
York at 10:00 a.m. on Tuesday, May 18, 1999.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may
properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on any one of the foregoing
proposals at the Meeting on the date specified above or on any
date or dates to which, by original or later adjournment, the
Meeting may be adjourned. Stockholders of record at the close
of business on April 7, 1999, are the stockholders entitled to
notice of and to vote at the Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail
it promptly in the enclosed envelope. The proxy will not be
used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Todd R. Mashaw
TODD R. MASHAW
SECRETARY
Ogdensburg, New York
April 10, 1999
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. PLEASE ACT PROMPTLY.
________________________________________________________________
<PAGE>
<PAGE>
________________________________________________________________
PROXY STATEMENT
OF
PEOPLES BANKCORP, INC.
825 STATE STREET
OGDENSBURG, NEW YORK 13669
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1999
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Peoples
Bankcorp, Inc. (the "Company") to be used at the Annual Meeting
of Stockholders of the Company (the "Meeting") which will be
held at the offices of Ogdensburg Federal Savings and Loan
Association (the "Association"), 825 State Street, Ogdensburg,
New York on Tuesday, May 18, 1999, at 10:00 a.m., local time.
The accompanying notice of meeting and this Proxy Statement are
being first mailed to stockholders on or about April 10, 1999.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_______________________________________________________________
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Meeting and all adjournments
thereof. Proxies may be revoked by written notice to the
Secretary of the Company, at the address shown above, by filing
of a later dated proxy prior to a vote being taken on a
particular proposal at the Meeting or by attending the Meeting
and voting in person. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the
directions given therein. WHERE NO INSTRUCTIONS ARE INDICATED,
PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR SET FORTH
BELOW. The proxy confers discretionary authority on the persons
named therein to vote with respect to the election of any person
as a director where the nominee is unable to serve or for good
cause will not serve, and matters incident to the conduct of the
Meeting. Proxies marked as abstentions, and shares held in
street name which have been designated by brokers on proxies as
not voted, will not be counted as votes cast. Proxies marked as
abstentions or as broker non-votes will, however, be treated as
shares present for purposes of determining whether a quorum is
present.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
The securities entitled to notice of and to vote at the
Meeting consist of the Company's common stock, par value $.01
per share (the "Common Stock"). Stockholders of record as of
the close of business on April 7, 1999 (the "Record Date"), are
entitled to one vote for each share of Common Stock then held.
As of the Record Date, there were 134,390 shares of Common Stock
issued and outstanding. The presence, in person or by proxy, of
at least one-third of the total number of shares of Common Stock
outstanding and entitled to vote will be necessary to constitute
a quorum at the Meeting.
Persons and groups owning in excess of 5% of the Common
Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") with the Company and the Securities
and Exchange Commission ("SEC"). Based on such reports (and
certain other written information received by the Company),
management knows of no persons other than those set forth below
who owned more than 5% of the outstanding shares of Common Stock
as of the Record Date. The following table sets forth, as of
the Record Date, certain information as to those persons who
were the beneficial owners of more than five percent (5%) of the
Company's outstanding shares of Common Stock and the shares of
Common Stock beneficially owned by all executive officers and
directors of the Company as a group.
<PAGE>
<PAGE>
PERCENT OF SHARES
NAME AND ADDRESS AMOUNT AND NATURE OF OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
- ------------------- ----------------------- ----------------
[S] [C] [C]
Paul B. Lee, Jr. 8,500 6.32%
765 Meeks Road
Oakland, KY 42189
Peoples Bankcorp, Inc. 10,751 (2) 8.00%
Employee Stock Ownership Plan
825 State Street
Ogdensburg, New York 13669
Robert E. Hentschel
Jolanne K. Hentschel
3897 B State Highway 37
Ogdensburg, NY 13669 7,000 (3) 5.21%
Anthony P. LeBarge, Sr.
Evelyn M. LeBarge
92 Ross Road
Ogdensburg, NY 13669 8,500 (3) 6.32%
George E. Silver
Jane B. Silver
306 Jay Street
Ogdensburg, NY 13669 8,000 (3) 5.95%
Wesley L. Stitt
Janet A. Stitt
7 Annette Street
Heuvelton, NY 13654 8,000 (3) 5.95%
Robert E. Wilson
Barbara R. Wilson
405 Proctor Avenue
Ogdensburg, NY 13669 10,100 7.51%
All Executive Officers and 43,300 (3) 32.21%
Directors as a Group
(6 persons)
[FN]
____________
(1) For purposes of this table, a person is deemed to be the
beneficial owner of any shares of Common Stock if he or she
has or shares voting or investment power with respect to
such Common Stock or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date.
As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the
power to dispose or direct the disposition of shares.
Except as otherwise noted, ownership is direct, and
the named persons exercise sole voting and investment power
over the shares of the Common Stock.
(2) These shares are held in a suspense account for future
allocation among participating employees as the loan used to
purchase the shares is repaid. The trustees of the Peoples
Bankcorp, Inc. Employee Stock Ownership Plan (the "ESOP"),
currently Directors Hentschel, LeBarge, Silver and Stitt,
vote all allocated shares in accordance with instructions of
the participants. Unallocated shares and shares for which
no instructions have been received generally are voted by
the ESOP trustees in the same ratio as participants direct
the voting of allocated shares or, in the absence of such
direction, as directed by the Company's Board of Directors.
As of the Record Date no shares had been allocated.
(3) Does not include 10,751 unallocated shares held by the ESOP.
</FN>
[/TABLE]
2<PAGE>
<PAGE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is composed of five
members. The Company's Certificate of Incorporation requires
that directors be divided into three classes, as nearly equal in
number as possible, each class to serve for a three year period,
with approximately one-third of the directors elected each year.
The Board of Directors has nominated Robert E. Hentschel and
Wesley L. Stitt to serve as a director for a three-year period.
If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve.
Under the Company's Bylaws, directors shall be elected by a
plurality of the votes of the shares present in person or by
proxy at the Meeting. Votes which are not cast at the Meeting,
either because of abstentions or broker non-votes, are not
considered in determining the number of votes which have been
cast for or against the election of a nominee.
Unless otherwise specified on the proxy, it is intended that
the persons named in the proxies solicited by the Board will
vote for the election of the named nominees.
The following table sets forth the name of the Board's
nominee for election as director of the Company and of those
directors who will continue to serve as such after the Meeting.
Also set forth is certain other information with respect to each
person's age, the year he or she first became a director of the
Company's wholly owned subsidiary, the Association, the
expiration of his term as a director, and the number and
percentage of shares of the Common Stock beneficially owned.
All of the individuals were initially appointed as director of
the Company in 1998 in connection with the Company's
incorporation.
<TABLE>
<CAPTION>
SHARES OF
YEAR FIRST COMMON STOCK
ELECTED AS BENEFICIALLY
AGE AT THE DIRECTOR CURRENT TERM OWNED AT THE PERCENT OF
NAME RECORD DATE OF THE ASSOCIATION TO EXPIRE RECORD DATE (1) CLASS
- ---- ----------- ------------------ ------------ --------------- ----------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
Robert E. Hentschel 64 1992 1999 7,000 5.21%
Wesley L. Stitt 69 1980 1999 8,000 5.95
DIRECTORS CONTINUING IN OFFICE
Robert E. Wilson 61 1966 2000 10,100 7.51
Anthony P. LeBarge, Sr. 49 1991 2001 8,500 6.32
George E. Silver 58 1989 2001 8,000 5.95
<FN>
_______________
(1) Includes stock held in joint tenancy; stock owned as tenants in common; stock owned or held by a
spouse or other member of the individual's household; stock allocated through certain employee
benefit plans of the Company; stock in which the individual either has or shares voting and/or
investment power and shares which the individual has the right to acquire at any time within 60 days
of the Record Date. Each person or relative of such person whose shares are included herein
exercises sole or shared voting and dispositive power as to the shares reported. The ESOP trustees
must vote all allocated shares held in the ESOP in accordance with the instructions of the
participants. Unallocated shares and allocated shares for which no timely direction is received are
voted by the ESOP trustees in proportion to the participant-directed voting of allocated shares.
</FN>
</TABLE>
3<PAGE>
<PAGE>
The principal occupation of each director of the Company
for the last five years is set forth below.
ROBERT E. HENTSCHEL serves as our Chairman of the Board of
Directors. He is a general surgeon in private practice and has
been the Regional Medical Director of the New York State
Department of Corrections, Riverview Corrections Facility, since
1984. He is a Board member and past president of the Remington
Art Museum and is a Board member of AAA Automobile Travel Club.
WESLEY L. STITT has been retired since 1990. Prior to his
retirement, he was the Superintendent of Schools of the
Ogdensburg City Schools. He is Vice President of Remington
Endowment Board, a Trustee of the Remington Art Museum, Chairman
of S.U.N.Y. Canton College Council and Vice President of
Augsbury Institute. He is also a member of Heuvelton
Development Committee, Rural Rehabilitation Committee and the
Institute of Ethical Behavior.
ROBERT E. WILSON has served as our President and Chief
Executive Officer since 1963. He is a former member of the
Ogdensburg City School Board having served 15 years with two
terms as President and two terms as Vice President. He was a
member of Kiwanis International for 15 years and served on their
Board of Directors. For 25 years he participated in the Kiwanis
youth activity programs.
ANTHONY P. LEBARGE served as our Chairman of the Board
until January 1998. He is the general manger of Noco Energy
Corp. He is a member of S.U.N.Y. Canton College Council and the
Masonic Lodge No. 128.
GEORGE E. SILVER is an attorney for the law firm of Silver
and Silver, and a judge for the Office of Court Administration.
He served as Chairman of the Board from 1994 to 1995. He is a
member of the Board of Directors of A. Barton Hepburn Hospital
and the Board of Directors of Ogdensburg Rescue Squad. He is
also President Emeritus of the Board of Trustees of the
Remington Art Museum.
EXECUTIVE OFFICERS WHO IS NOT A DIRECTOR
The following sets forth information including his age as
of the Record Date with respect to the sole executive officer of
the Company who does not sit on the Board of Directors.
Executive officers are appointed annually by the Board of
Directors.
TODD R. MASHAW has served as Vice President since 1989. He
has been a member of the Board of Assessment and Review for the
City of Ogdensburg since 1995 and has been a member of S.U.N.Y.
Canton College Business Administration Advisory Committee since
1991. He has also coached Kiwanis Baseball and is active in
bringing a community-built playground to the City of Ogdensburg.
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors conducts its business through
meetings of the board and through activities of its committees.
During the year ended December 31, 1998, the board of directors
held 12 regular meetings and 17 special meetings. No director
attended fewer than 75% of the total meetings of the board of
directors and committees on which such director served during
the year ended December 31, 1998.
4<PAGE>
<PAGE>
________________________________________________________________
EXECUTIVE COMPENSATION
________________________________________________________________
SUMMARY COMPENSATION TABLE. The following table sets forth
the cash and non-cash compensation awarded to or earned by the
Chief Executive Officer of the Company and the Association. No
other employee earned in excess of $100,000 for the year ended
December 31, 1998.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND FISCAL ------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ------ ------ ----- ---------------
<S> <C> <C> <C> <C>
Robert E. Wilson 1998 $79,800 $3,900 $13,058
1997 74,685 3,650 12,107
<FN>
________
(1) Consists of board fees $8,450 and matching contributions to the 401(k) plan.
</FN>
</TABLE>
EMPLOYMENT AGREEMENT. The Association has entered into an
employment agreement with Robert E. Wilson, President and Chief
Executive Officer. Mr. Wilson's base salary under the
employment agreement is $78,000. The employment agreement has
a term of three years. The agreement is terminable by the
Association for "just cause" as defined in the agreement. If
the Association terminates Mr. Wilson without just cause or if
Mr. Wilson terminates his employment for "good reason," he will
be entitled to a continuation of his salary from the date of
termination through the remaining term of the agreement, plus an
additional 12 months. The employment agreement also contains a
provision stating that in the event of the termination of
employment in connection with any change in control of the
Company or the Association, Mr. Wilson will be paid a lump sum
amount equal to 2.99 times his five year average annual taxable
cash compensation. If such payments had been made under the
agreement as of December 31, 1998, such payments would have
equaled approximately $225,010. The aggregate payments that
would have been made to him would be an expense to the
Association, thereby reducing net income and capital by that
amount. The agreement may be renewed annually by the board of
directors upon a determination of satisfactory performance
within the board's sole discretion. If Mr. Wilson shall become
disabled during the term of his respective agreement, he shall
continue to receive payment of 100% of the base salary for a
period of up to 180 days. Such payments shall not be reduced by
any other benefit payments made under other disability program
in effect for employees. If Mr. Wilson's employment terminates
for a reason other than just cause, he will be entitled to
purchase family medical insurance through any group health plan
maintained by the Association.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
Each of the directors is paid a fee of $550 ($575 for the
Chairman) per regular monthly meeting of the Association's Board
attended and are paid for one missed regular or annual meeting.
In addition, they receive a fee of $100 per executive committee
meeting attended. Directors also receive a fee of $100 per
quarterly meeting of the Company's Board of Directors. Total
aggregate fees paid to the current directors for the year ended
December 31, 1998 were $42,575.
5<PAGE>
<PAGE>
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
During the year ended December 31, 1998, certain officers
and directors had loans from the Association in amounts
exceeding $60,000. All of such loans were made in the ordinary
course of business, were made on substantially the same terms,
including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and did
not involve more than the normal risk of collectibility or
present other unfavorable features.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT AUDITORS
________________________________________________________________
KPMG LLP was the Company's independent certified public
accountant for the 1997 fiscal year. Effective January 1, 1999,
the Company, with the approval of its Board of Directors,
engaged Morrow & Poulsen, P.C to serve as its independent
auditors. KPMG LLP's reports on the financial statements of the
Association for the past two fiscal years did not contain any
adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or
accounting principles. There have not been any disagreements
between the Company and KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the
satisfaction of KPMG LLP, would have caused it to make reference
to the subject matter of such disagreement in connection
with its report.
Morrow & Poulsen, P.C. was the Company's independent
certified public accountants for the 1998 fiscal year. The
Board of Directors presently intends to renew the Company's
arrangement with Morrow & Poulsen, P.C. to be its independent
certified public accountant for the fiscal year ending December
31, 1999. A representative of Morrow & Poulsen, P.C. is
expected to be present at the Meeting to respond to appropriate
questions and to make a statement if desired.
________________________________________________________________
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers, directors and persons who own more than
ten percent of the outstanding Common Stock are required to file
reports detailing their ownership and changes of ownership in
such Common Stock, and to furnish the Company with copies of all
such reports. Based on the Company's review of such reports
which the Company received during the last fiscal year, or
written representations from such persons that no annual report
of change in beneficial ownership was required, the Company
believes that, during the last fiscal year, all persons subject
to such reporting requirements have complied with the reporting
requirements.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should
properly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof in
accordance with the determination of the Board of Directors.
6<PAGE>
<PAGE>
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation.
The Company's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the Record Date. Any stockholder who has not
received a copy of such Annual Report may obtain a copy by
writing to the Secretary of the Company. Such Annual Report is
not to be treated as a part of the proxy solicitation material
or as having been incorporated herein by reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
It is expected that the Company's 2000 Annual Meeting of
Stockholders will be held in May 2000. In order to be eligible
to be considered for inclusion in the Company's proxy materials
for such Annual Meeting, any stockholder proposal to take action
at such meeting must be received at the Company's executive
office at 825 State Street, Ogdensburg, New York 13669, no later
than December 13, 1999. Any such proposal shall be subject to
the requirements of the proxy rules adopted under the Exchange
Act.
Stockholder proposals to be considered at such Annual
Meeting, other than those submitted pursuant to the Exchange
Act, must be stated in writing, delivered or mailed to the
Secretary of the Company, not less than thirty days nor more
than sixty days prior to the date of the Annual Meeting. If
less than forty days' notice of the meeting is given to
stockholders, such notice shall be delivered or mailed to the
Secretary not later than the close of business on the tenth day
following the day on which notice of the meeting was mailed to
stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Todd R. Mashaw
TODD R. MASHAW
SECRETARY
Ogdensburg, New York
April 10, 1999
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE
SECRETARY, PEOPLES BANKCORP, INC., 825 STATE STREET, OGDENSBURG,
NEW YORK 13669.
________________________________________________________________
7<PAGE>
<PAGE>
REVOCABLE PROXY
PEOPLES BANKCORP, INC.
OGDENSBURG, NEW YORK
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1999
________________________________________________________________
The undersigned hereby appoints Anthony P. LeBarge, Sr.,
George E. Silver and Robert E. Wilson, with full powers of
substitution, to act as proxies for the undersigned, to vote all
shares of common stock of Peoples Bankcorp, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting"), to be held at the offices of
Ogdensburg Federal Savings and Loan Association, 825 State
Street, Ogdensburg, New York, on Tuesday, May 18, 1999 at 10:00
a.m., local time, and at any and all adjournments thereof, as
follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Robert E. Hentschel
Wesley L. Stitt
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR THE NOMINEE, INSERT HIS NAME ON THE
LINE PROVIDED BELOW.
_________________________
The Board of Directors recommends a vote "FOR" the
nominees listed above.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR
DIRECTOR LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT
THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the Meeting of the stockholder's
decision to terminate this proxy, then the power of said
attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of a Notice of Annual
Meeting of Stockholders, a proxy statement dated April 10, 1999
and an annual report.
Dated: __________________, 1999
______________________________ _____________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
______________________________ _____________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
________________________________________________________________
