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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
IPSWICH BANCSHARES, 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)(4) 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:
(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.
<PAGE>
March 22, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Ipswich Bancshares, Inc., to be held on Wednesday,
April 26, 2000 at 4:00 p.m., local time, at the Ipswich Country Club, 148
Country Club Way, Ipswich, Massachusetts.
At the Annual Meeting you will be asked to consider and vote upon the
election of three directors to the Board of Directors of the Company.
The Board of Directors has fixed the close of business on Monday, March
6, 2000 as the record date for determining stockholders entitled to notice of
and to vote at the Annual Meeting.
The officers and directors look forward to greeting you personally at
the Annual Meeting. However, whether or not you plan to attend personally and
regardless of the number of shares you own, it is important that your shares be
represented.
YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
POSTAGE-PAID ENVELOPE PROVIDED FOR YOUR CONVENIENCE.
Very truly yours,
/S/David L. Grey
-----------------
David L. Grey
President and Chief Executive Officer
<PAGE>
IPSWICH BANCSHARES, INC.
23 Market Street
Ipswich, Massachusetts 01938
(978) 356-7777
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 26, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Ipswich Bancshares, Inc. (the "Company") will be held on
Wednesday, April 26, 2000 at 4:00 p.m., local time, at the Ipswich Country Club,
148 Country Club Way, Ipswich, Massachusetts, for the following purposes:
1. To elect three Directors of the Company.
2. To transact such other business as may properly come before the
meeting and any adjournment or postponements thereof.
The Board of Directors has fixed the close of business on Monday, March
6, 2000 as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting (the "Record Date"). Accordingly,
only stockholders of record at the close of business on that date will be
entitled to vote at the Annual Meeting or any adjournments thereof.
By Order of the Board of Directors
Mariell Lyons, Clerk
Ipswich, Massachusetts
March 22, 2000
Whether or not you plan to attend the Annual Meeting in person, please
complete and sign the enclosed proxy and return it promptly in the enclosed
envelope, which requires no postage if mailed in the United States. If you
attend the Annual Meeting and desire to withdraw your proxy and vote in person,
you may do so.
<PAGE>
IPSWICH BANCSHARES, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held on Wednesday, April 26, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Ipswich Bancshares, Inc. (the "Company")
for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held
at the Ipswich Country Club, 148 Country Club Way, Ipswich, Massachusetts, on
Wednesday, April 26, 2000 at 4:00 p.m., local time, and at any adjournments
thereof.
VOTING, REVOCATION, AND SOLICITATION OF PROXIES
Record Date
This Proxy Statement and the accompanying Notice and Proxy are first
being mailed to stockholders of the Company on or about March 22, 2000 in
connection with the solicitation of proxies for the Annual Meeting. The Board of
Directors has fixed the close of business on Monday, March 6, 2000 as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournments thereof (the "Record Date"). As of the
Record Date, there were 2,525,427 shares of common stock, par value $.10 per
share (the "Common Stock"), issued, outstanding, and entitled to vote at the
Annual Meeting. The holders of the Common Stock outstanding at the close of
business on the Record Date will be entitled to one vote for each share held of
record upon each matter properly submitted to the Annual Meeting or any
adjournments thereof.
Quorum; Stockholder Vote Required
The presence, in person or by proxy, of at least a majority in interest
of all Common Stock issued, outstanding, and entitled to vote is necessary to
constitute a quorum for the transaction of business at the Annual Meeting. The
affirmative vote of a plurality of the shares present and voting is necessary to
elect each director.
Votes withheld from any nominee and abstentions and broker non-votes are
counted as present or represented for purposes of determining the presence or
absence of a quorum. A "non-vote" occurs when a broker holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because the broker does not have discretionary voting power and has not received
instructions from the beneficial owner. Brokers have discretionary voting power
with respect to the election of directors. Abstentions and broker non-votes will
have no effect on the outcome of the election of directors. Votes will be
tabulated by Francis Kenney, Senior Vice President, Chief Financial Officer and
Treasurer of the Company. The vote on each matter submitted to stockholders will
be tabulated separately.
Proxies
Stockholders of the Company are requested to complete, date, sign, and
promptly return the accompanying form of proxy in the enclosed envelope. Common
Stock represented by properly executed proxies received by the Company and not
revoked will be voted at the
<PAGE>
Annual Meeting in accordance with the instructions contained therein. If
instructions are not given therein, properly executed proxies will be voted FOR
the election as directors of the three persons identified in this Proxy
Statement.
Any properly completed proxy may be revoked at any time before the
commencement of voting on any matter at the Annual Meeting or any adjournment
thereof by giving written notice of revocation to the Clerk of the Company, or
by signing and duly delivering a proxy bearing a later date, or by attending the
Annual Meeting and voting in person. Attendance at the Annual Meeting will not
in and of itself constitute revocation of a proxy.
ANNUAL REPORT TO STOCKHOLDERS; OTHER INFORMATION
The Company's Annual Report to Stockholders, including the audited
consolidated balance sheets of the Company as of December 31, 1999 and 1998 and
the related consolidated statements of operations, changes in stockholders
equity and cash flows for each of the three years in the period ended December
31, 1999, accompanies this Proxy Statement. The Company's Annual Report to
Stockholders includes the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 (excluding exhibits), as filed with the SEC.
FORMATION OF THE COMPANY AS THE HOLDING COMPANY
OF IPSWICH SAVINGS BANK
The Company was incorporated under Massachusetts law in 1999 at the
direction of Ipswich Savings Bank (the "Bank") for the purpose of becoming the
holding company of the Bank. Pursuant to a Plan of Reorganization and
Acquisition, the Company became the owner of all of the issued and outstanding
shares of the Bank's common stock, par value $.10 per share, and each issued and
outstanding share of the Bank's common stock was converted into one share of
common stock of the Company. Because the Reorganization was not completed until
July 1, 1999, the Company was active for only part of 1999. For purposes of this
Proxy Statement, unless the context otherwise requires, the term "Company"
refers to Ipswich Bancshares, Inc. and the Bank.
ELECTION OF DIRECTORS
The Company is governed by a Board of Directors consisting of eight
members. The Board is divided into three classes, as nearly equal in number as
possible, with the directors in each class generally serving a term of three
years and until their successors are elected and qualified. As the term of one
class expires, a successor class is elected by the stockholders at the annual
meeting for that year. In addition, up to two directors may be elected by vote
of a majority of directors then in office.
The Nominating Committee of the Board of Directors selected and
recommended nominees for election as directors. The Board has nominated William
M. Craft, David L. Grey and John H. Morrow to serve as directors for a
three-year term. Messrs. Craft, Grey and Morrow currently serve as directors of
the Company.
2
<PAGE>
Unless authority is withheld, proxies in the accompanying form will be
voted FOR the election of the three nominees, to hold office until the 2003
annual meeting of stockholders or special meeting in lieu thereof and until
their respective successors are elected and qualified. If the proxy withholds
authority to vote for one or more nominees for director, the stockholder's
instructions will be followed.
The Company has no reason to believe that any of the nominees will not
be able to serve. In the event that any nominee is unable to serve at the time
of the election, the shares represented by the proxy will be voted for the other
nominees and may be voted for a substitute for that nominee.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE THREE NOMINEES
FOR DIRECTOR SET FORTH ABOVE.
Information Regarding Directors and Nominees
The following table sets forth certain information (as of March 22,
2000) regarding the current directors of the Company and the nominees for
director.
Name Age Director Since* Expiration of Term
---- --- -------------- ------------------
**William M. Craft 58 1992 2000
Thomas A. Ellsworth 61 1992 2001
William E. George 67 1991 2002
** David L. Grey 46 1989 2000
Mark L. Klaman 49 1997 2001
**John H. Morrow 67 1990 2000
Lawrence J. Pszenny 56 1991 2002
William J. Tinti 60 1998 2001
- ------------------
* Includes service as a trustee of the Bank prior to its conversion from the
mutual to stock form of ownership on May 25, 1993 (the "Conversion") and as a
director of the Bank from the date of the Conversion to the establishment of the
Company as the holding company of the Bank on July 1, 1999. All directors of the
Company are also directors of the Bank.
**Nominees
The principal occupation of each director and nominee for director for
at least the past five years is set forth below.
William M. Craft is Senior Partner at the Eaton Cummings Group, a
strategic planning and management consulting group. From 1973 until 1998, Dr.
Craft was associated with Bunker Hill Community College (Boston, Massachusetts),
where he served as the Vice
3
<PAGE>
President for Planning and Development from 1990 until 1998. Dr. Craft has been
a member of the Town of Ipswich Finance Committee since 1976 and served as
Chairman from 1986 to 1992. Since April 1996, Dr. Craft has served as a
consultant to the American Management Association. He is also a former director
of the Ipswich Historical Society.
Thomas A. Ellsworth was with ITT Sheraton Corporation (Boston,
Massachusetts) from 1965 until 1992, serving from 1980 as Senior Vice President
and Director of Real Estate. Currently he is a principal of PKF Hospitality
Investments (Essex, Massachusetts), a consulting and brokerage firm specializing
in hotels and resort real estate. He serves on the Chairman's Committee of the
Trustees of Reservations and the Board of Directors of the Essex County
Greenbelt and is a Trustee of the Massachusetts Land Conservation Trust.
William E. George held executive sales and marketing positions
throughout his 37-year career in the metal distribution industry. The most
extensive part of this service was with the Zurbach Steel Corp. (Salem, New
Hampshire), where he served as President and a member of the Board of Directors
from 1985 until 1987, when the company was sold. He then served in an advisory
and sales capacity both for Zurbach Steel and later for Edgcomb Metals (Nashua,
New Hampshire) until his retirement in 1992. Mr. George has been and continues
to be involved in many civic activities, both public and private. In 1997, he
chose not to run for re-election and retired from the Ipswich Board of Selectmen
after 15 years of service, including three years as Chairman of the Board.
David L. Grey has served as President and Chief Executive Officer of the
Company since its formation on February 13, 1999 and of the Bank since November
1989. He joined the Bank as Executive Vice President and Chief Financial Officer
in April 1986 and held that position until elected to his current positions.
Previously, Mr. Grey had been employed at First Colonial Bank (Lynn,
Massachusetts) from 1982 until 1986, where he served as Vice President,
Treasurer and Chief Financial Officer from 1984 to 1986. Mr. Grey is a
Corporator with the Boy's Club (Lynn, Massachusetts) and President of the
Ipswich Savings Bank Educational Foundation.
Mark L. Klaman has been a partner in Mr. Tux, New England's largest
formal-wear chain, since 1979. Since 1983 he has also been a partner in
Centercorp Retail Properties, which has developed and owns and manages a
portfolio of retail properties throughout New England. Mr. Klaman serves on the
Board of Trustees of Success, Inc., a private fund-raising organization for the
Swampscott Public School system.
John H. Morrow has been Vice President of Hastings-Tapley Insurance
Agency (Cambridge, Massachusetts) since 1984. Mr. Morrow is a past President of
the Rotary Club of Ipswich. He is Secretary of the Ipswich Business Association
and has participated in many community activities throughout his career.
Lawrence J. Pszenny has been the Senior Vice President - Finance for
Bickford's Family Restaurants (Boston, Massachusetts) since April 1993. Prior to
that date, he was Vice President - Finance and Treasurer since 1976. Prior to
1976, Mr. Pszenny practiced as a Certified Public Accountant. Mr. Pszenny's
civic and community activities include President, Board of Trustees, Stephen
Caldwell Memorial Convalescent Home; Secretary, Board of Trustees, Friends of
Caldwell Nursing Home; member, Board of Trustees, Ipswich Public Library; and
former member and Chairman, Town of Ipswich Finance Committee. He was also a
member of the Town of Ipswich Board of Selectmen from 1979 through 1987.
4
<PAGE>
William J. Tinti has been President of the law firm of Tinti, Quinn,
Grover & Frey P.C. (Salem, Massachusetts) since 1982. Prior to that date, Mr.
Tinti served as a legislative assistant to Congressman Michael J. Harrington;
served as City Solicitor of the City of Salem for nine years; and served as
Commissioner of the Massachusetts Historical Commission for six years. Mr.
Tinti's civic activities include service on the Board of Overseers of the
Peabody-Essex Museum; as Clerk of the Essex National Heritage Commission, Inc.;
as Vice President of the Brookhouse Home; as Chairman of the Salem Partnership;
on the Board of Trustees of the North Shore Music Theatre; and on the Board of
the North Shore Chamber of Commerce.
Committees and Meetings of the Board of Directors
The business of the Board of Directors of the Company is conducted
through regular meetings as well as through committees. The Board of Directors
of the Company met four times and the Board of Directors of the Bank met 12
times during 1999. Each incumbent director attended at least 75% of all meetings
of the Company's Board and of the Bank's Board and any committees of the Board
of which he was a member. The Board of Directors has an Executive Committee, an
Audit Committee, a Compensation Committee, a Nominating Committee, a Strategic
Planning Committee and an Asset/Liability and Funds Management Committee. Each
of these committees also serves as a committee of the Bank. Set forth below is a
description of certain of the committees of the Board.
The Executive Committee exercises general control and supervision of all
matters pertaining to the Company, subject to the direction of the Board of
Directors. The Executive Committee, which meets a minimum of twice each month,
consists of directors George (Chairman), Grey and Pszenny. The Executive
Committee met 24 times during 1999.
The Audit Committee reviews internal financial reports prepared by
management and financial and auditing reports of the independent auditor. This
committee consists of directors Morrow (Chairman), Ellsworth and Pszenny. This
committee meets a minimum of four times per year. The Audit Committee met four
times during 1999.
The Compensation Committee reviews compensation issues and also
administers the Company's stock option plans and recommends the granting of
stock options and other awards to persons eligible thereunder. The committee
consists of directors George (Chairman), Grey, Morrow and Pszenny. This
committee met one time during 1999.
The Nominating Committee's responsibility is to formulate a slate of
officers and directors for presentation for election annually. This committee
meets at least once per year. The committee consists of directors George
(Chairman), Tinti, Grey and Pszenny. The Nominating Committee met once during
1999.
5
<PAGE>
The Strategic Planning Committee reviews the strategic direction of the
Company, analyzing entry into business lines and branch locations. The committee
assesses the financial impact of strategic decisions and reviews the impact in
the capital markets. The committee consists of directors Craft (Chairman), Grey,
Klaman, Pszenny and George and Francis Kenney, Senior Vice President, Treasurer
and Chief Financial Officer of the Company, and Thomas R. Girard, Senior Vice
President of the Bank. It met once in 1999.
The Asset/Liability and Funds Management Committee directs the overall
acquisition and use of the Company's funds, with the goal of maximizing net
interest margins while maintaining reasonable levels of risk. The committee's
members are directors Klaman, Grey and Craft and Francis Kenney (Chairman),
Senior Vice President, Treasurer and Chief Financial Officer of the Company, and
Thomas R. Girard, Senior Vice President of the Bank. This committee met three
times during 1999.
Compensation of Directors
Each director receives a retainer of $2,400 per year, payable monthly,
and $300 for each Board meeting attended. Directors do not receive additional
fees for attendance at meetings of the Company's Board that are held immediately
prior to or after a Bank Board meeting. The Executive Committee meets a minimum
of twice each month and each member receives a retainer of $11,000 per year (in
the case of the Chairman, $13,750), payable monthly, and $375 for each meeting
attended. Members of the Audit, Compensation, Nominating, Strategic Planning and
Asset/Liability and Funds Management Committees receive $350 for each meeting
attended. The Company has a deferred compensation plan pursuant to which
directors may defer all or a portion of the fees that they receive as committee
or Board members. Directors who are employees of the Company or the Bank do not
receive compensation for their services as directors.
MANAGEMENT
Executive Officers
The names, ages (as of March 22, 2000) and business experience during at
least the last five years of each of the executive officers of the Company and
the Bank is set forth below.
David L. Grey, age 46, is President and Chief Executive Officer and a
director of both the Company and the Bank. For biographical information
concerning Mr. Grey, see "Election of Directors - Information Regarding
Directors and Nominees" above.
Richard P. Duffett, age 49, became Senior Vice President of Operations
of the Bank in October 1997. Prior to joining the Bank, he served as Vice
President for Loan Servicing and Deposit Operations at Family Bank from 1991 to
1997 and as Assistant Vice President from 1983 to 1991. Mr. Duffett serves on
the Board of the Ipswich Business Association.
Thomas R. Girard, age 38, has been Senior Vice President/Mortgage
Originations of the Bank since November 1997. He served as Vice
President/Mortgage Originations of the Bank from January 1993 to October 1997
and as Special Assets Manager from January 1991 to December 1992. Mr. Girard
currently serves as a director of the North Andover Educational Foundation.
Francis Kenney, age 41, has held the positions of Senior Vice President,
Chief Financial Officer and Treasurer of the Company since its formation on
February 12, 1999. He has been Senior Vice President and Chief Financial Officer
of the Bank since February 1995 and Treasurer since December 1994. Prior to the
latter date, he served as Assistant Vice President and Controller from November
1993 to November 1994. Mr. Kenney is a member of the Boston Chapter of the
Institute of Management Accountants. Mr. Kenney currently serves as a director
6
<PAGE>
of the Ipswich Savings Bank Educational Foundation.
All executive officers hold office until the first meeting of the Board
of Directors following the annual meeting of stockholders or special meeting in
lieu thereof and until their successors are chosen and qualified, unless, with
respect to executive officers other than the President and Treasurer, a shorter
term is specified in the vote appointing them.
Executive Compensation
Summary Compensation Table. The following Summary Compensation Table
sets forth certain information regarding compensation paid or accrued by the
Company and the Bank with respect to the Chief Executive Officer and the
Company's and the Bank's most highly compensated officers other than the Chief
Executive Officer who served as officers at the end of fiscal 1999 and whose
annual compensation exceeded $100,000 for fiscal 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term All Other
Annual Compensation Compensation Compensation
(1)
---------------------------------- ------------ ---------------
Name and Other Annual Securities
Principal Position Year Salary Bonus (2) Compensation Underlying
- ------------------ ---- ------ --------- ------------ ----------
(3) Options
-------
<S> <C> <C> <C> <C> <C> <C>
David L. Grey 1999 $ 212,000 $ 84,000 -- 50,000 $71,564
President and 1998 200,000 80,000 -- -- 69,614
Chief 1997 151,769 60,893 -- 30,000 69,039
Executive Officer
of the Company
and the Bank
Thomas R. Girard 1999 242,344(4) 5,500 -- 10,000 5,000
Senior Vice 1998 300,357(4) 1,500 -- -- 3,804
President of the 1997 162,783(4) 9,000 -- 5,000 3,705
Bank
Francis Kenney 1999 86,500 17,300 -- 10,000 3,075
Senior Vice 1998 80,000 16,000 -- -- 2,790
President, Chief 1997 65,000 13,000 -- 5,000 1,900
Financial Officer
and Treasurer of
the Company and
the Bank
</TABLE>
7
<PAGE>
- ---------------------
(1) For Mr. Grey in 1999, includes premium on a variable life insurance policy
on Mr. Grey's life in the amount of $60,000 (see description under
"Retirement Benefit"), payment of life insurance premiums in the amount of
$1,680, the Bank's contribution to Mr. Grey's 401(k) retirement plan in the
amount of $5,000 and payment of supplemental disability insurance premiums
in the amount of $4,884. For Messrs. Girard and Kenney, represents the
Bank's contribution to each of their 401(k) retirement plans.
(2) Bonuses reported for 1998 and 1997 were earned in the year reported, but
paid in the following year. The bonus reported for Mr. Girard in 1999
includes $4,000 earned in 1998 but paid in 1999.
(3) Omitted since amounts are below the threshold required to be disclosed.
(4) Represents commissions paid to Mr. Girard based on his own loan originations
and the originations of the Bank's mortgage sales force.
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Option Grants. The following Table sets forth certain information
regarding stock options granted during the fiscal year ended December 31, 1999
by the Company to the executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
<S> <C> <C> <C> <C> <C> <C>
Potential
Realizable Value
Individual Grants at Assumed
--------------------------------------------------- Annual Rates of
Number of Percent of Stock Price
Securities Total Options Appreciation for
Underlying Granted to Exercise Option Term (2)
Options Employees in Price Expiration ----------------
Name Granted Fiscal Year ($/Sh)(1) Date 5% 10%
- ---- --------- ------------ ----------- --------- ------- -----------
David L. Grey 50,000 47.28% $10.25 05/18/09 $322,309 $816,793
Thomas R. Girard 10,000 9.46% 10.25 05/18/09 64,462 163,359
Francis Kenney 10,000 9.46% 10.25 05/18/09 64,462 163,359
</TABLE>
- ---------------------
(1) Stock options were granted under the Company's 1998 Stock Incentive Plan, at
an exercise price equal to the fair market value of the Company's Common
Stock on the date of the grant.
(2) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation of the
Company's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Securities and Exchange
Commission and do not reflect the Company's estimates of future stock price
growth. Actual gains, if any, on stock option exercises and Common Stock
holdings are dependent on the timing of such exercise and sale of the shares
and the future performance of the Company's Common Stock. There can be no
assurances that the rates of appreciation assumed in this table can be
achieved or that the amounts shown will be received by the individuals.
Fiscal Year-End Option Table. The following Fiscal Year-End Option Table
sets forth certain information regarding stock options exercised during the
fiscal year ended December 31, 1999 and stock options held as of December 31,
1999 by the executive officers named in the Summary Compensation Table:
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Fiscal Year-End at Fiscal Year-End(1)
Shares -------------------------- ---------------------
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David L. Grey 120,000 0 100,000 0 $85,000 --
Thomas R. Girard 0 0 8,376 8,750 12,695 --
Francis Kenney 8,250 0 12,250 8,750 25,500 --
</TABLE>
- ---------------------
(1) Value is based on the last sales price of Common Stock ($10.00) on December
9
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31, 1999 as reported by the Nasdaq National Market, less the applicable
option exercise price. These values have not been and may never be
realized. Actual gains, if any, on exercise will depend on the value of the
Common Stock on the date of the sale of the shares.
Compensation Committee Report
Set forth below is a report that reflects the work of the Compensation
Committee, a committee comprised of members of the Board of Directors of the
Company. The Company's Executive Compensation Program and its stock option plans
are administered by the Committee, which is composed of David L. Grey, Lawrence
J. Pszenny, John H. Morrow and William E. George (Chairman).
Executive Compensation Philosophy
The Committee's philosophy of executive compensation is (i) to provide
competitive levels of compensation that integrate pay with the individual
executive's performance and the Company's annual and long-term performance
goals; (ii) to motivate key executives to achieve strategic business initiatives
and reward them for their achievement; (iii) to provide compensation
opportunities and benefits which are comparable to those offered by other
financial institutions, thus allowing the Company to compete for and retain
talented executives, who are critical to the Company's long-term success; and
(iv) to align the interests of key executives with the long-term interests of
shareholders in the enhancement of shareholder value through stock option awards
that can result in the ownership of Common Stock.
At present, compensation of the Company's Chief Executive Officer and
two other executive officers is composed of the following elements: annual base
salary, annual performance incentives in the form of cash bonuses and long-term
performance incentives in the form of stock option awards under the Company's
stock option plans. Compensation of the Senior Vice President/Originations is
composed of commissions on his own originations and the originations of the
Bank's mortgage sales force. This executive is also eligible for annual
performance incentives in the form of cash bonuses and long-term performance
incentives such as stock option awards.
Each year the Committee reviews the performance of the Chief Executive
Officer and each other executive officer in light of the individual's and the
Company's overall performance. The specific measure of corporate performance
that was evaluated by the Committee in making compensation awards for fiscal
1999 for the Company's Chief Executive Officer and for Messrs. Duffett and
Kenney was the Company's return on stockholders' equity as measured against all
publicly held Massachusetts thrifts, including thrifts held in the holding
company form of organization (75% of the Chief Executive Officer's cash bonus
and 50% of Messrs. Duffett's and Kenney's cash bonus is dependent on this
measure). Payment of the remaining amount of the bonus is measured against
written performance objectives established by the Committee for each individual
officer at the beginning of each year. Mr. Girard's bonus is based on meeting
certain market share goals for mortgage originations in Essex County.
Annual Salaries
The annual base salaries for executives are intended to be competitive
with other Massachusetts financial institutions. The Committee reviews
management's recommendations regarding annual salary, annual bonuses, and other
benefits and incentives as part of its overall planning. With respect to
salaries and awards for executive officers, the Committee also consults with the
Chief Executive Officer.
10
<PAGE>
Incentive Programs
The Company's incentive compensation programs combine short-term
incentives in the form of cash bonuses and stock-based long-term incentives in
the form of awards of stock options. Annual bonuses are intended to recognize
and reward individual contributions. Stock options align the interests of
executives and shareholders by providing value to the executive when the
Company's stock price increases. Thus, stock option grants provide an incentive
for the executive to manage the Company from the perspective of an owner with an
equity stake in the business. Stock options are intended to reward officers for
long-term appreciation in the value of the Company's stock. Individual stock
option awards are primarily based upon the recipient's individual performance.
11
<PAGE>
Compensation of the Chief Executive Officer
David L. Grey's compensation for fiscal year 1999 consisted of his
annual base salary and a cash bonus. Seventy-five percent of Mr. Grey's cash
bonus was based on the Company's return on equity as measured against all other
publicly-held Massachusetts thrifts (including those held in the holding company
form of organization). Net income rose from $2.6 million during 1998 to $3.3
million during 1999. For the fifth consecutive year, the Company's return on
equity has exceeded 20%. Mr. Grey's overall compensation was also compared to
that of the chief executive officers of similarly sized institutions.
The Committee received assistance in formulating Mr. Grey's compensation
plan by an outside compensation consultant. Based upon a review of compensation
at numerous peer institutions and a recommendation by the Company's compensation
consultant, it was determined that it was appropriate that Mr. Grey continue to
be provided with supplemental pension benefits to help replace the defined
pension plan that was terminated during 1991 in order to further the
recapitalization of the Bank.
Compensation of Other Executive Officers
The 1999 compensation of the Company's and the Bank's other executive
officers was based upon the achievement of both the Company and individual
performance goals. As Senior Vice President, Chief Financial Officer and
Treasurer, Francis Kenney's compensation was based on overall management of the
financial function at the Company, including management of the Company's
interest rate risk. Senior Vice President Thomas Girard's compensation was based
upon the origination of residential mortgage loans and management of the Bank's
mortgage loan sales force. Richard Duffett, Senior Vice President, was
compensated based upon the efficiencies in the Company's operations, computer
system and Year 2000 readiness.
Compensation Committee: David L. Grey
John H. Morrow
Lawrence J. Pszenny
William E. George, Chairman
Compensation Committee Interlocks and Insider Participation
William E. George, David L. Grey, John H. Morrow and Lawrence J. Pszenny
served as members of the Company's Compensation Committee during 1999. Messrs.
George, Morrow and Pszenny have no relationships with the Company other than
their relationship to the Company as Directors entitled to the receipt of
standard compensation as Directors and members of certain committees of the
Board and their relationship to the Company as stockholders. Mr. Grey is the
President and Chief Executive Officer of the Company and the Bank. He does not
participate in deliberations involving his own compensation, including the grant
of options and other benefits. No person serving on the Compensation Committee
or on the Board of Directors is an executive officer of another entity for which
an executive officer of the Company serves on the board of directors or on that
entity's compensation committee.
12
<PAGE>
Performance Graph
<TABLE>
<CAPTION>
[GRAPHIC - GRAPH PLOTTED POINTS LISTED BELOW]
Period Ending
------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ----- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ipswich Bancshares, Inc. 100.00 181.59 268.35 747.96 492.42 467.27
S&P 500 100.00 137.58 169.03 225.44 289.79 350.78
SNL Trift Index 100.00 155.74 202.92 345.28 303.68 248.07
</TABLE>
The following Performance Graph compares the performance of the
Company's cumulative stockholder return with that of a broad market index (the
S&P 500) and a published industry index (the SNL Securities Thrift Index) for
each of the most recent five fiscal years. The cumulative stockholder return for
shares of Common Stock and each of the indices is calculated assuming that $100
was invested on January 1, 1995. The performance of the indices is shown on a
total return (dividends reinvested) basis. The graph lines merely connect
three-month end dates and do not reflect fluctuations between those dates.
Employment and Severance Agreements with Named Executive Officers
On June 18, 1997, the Bank entered into a new employment agreement with
David L. Grey, which amended and restated his previous employment and severance
agreement with the Bank dated November 13, 1989, as amended September 23, 1992.
The agreement was amended and restated as of June 17, 1998 to make certain minor
changes and again on May 18, 1999, to reflect the formation of the Company as
the holding company of the Bank, among other things. The initial term of the
agreement is three years, with the term automatically extended by one day for
each day that Mr. Grey is employed by the Company and the Bank. The agreement
provides for an annual base salary that was initially set at $145,000, but is
subject to increase from time to time (which increased amount becomes a floor
below which Mr. Grey's annual base salary may not fall during the term of the
agreement), and certain other benefits, including an automobile allowance and
payment of the annual premiums on certain life insurance and supplemental
disability insurance policies ("Additional Benefits"). If Mr. Grey terminates
his employment for Good Reason (as defined below) or if the Company or the Bank
terminates his employment without cause, Mr. Grey will be entitled to a
severance benefit equal to three times the sum of (i) Mr. Grey's then current
annual base salary, (ii) the highest annual bonus paid to him during the three
fiscal years preceding the termination of employment, and (iii) the highest
annual payments that the Bank made to Mr. Grey for Additional Benefits during
the three fiscal years preceding the termination of employment. As of November
13, 1999, Mr. Grey's annual base salary is $230,000.
"Good Reason" is defined in Mr. Grey's employment agreement to include
failure of the Boards of Directors of the Company and the Bank to elect Mr. Grey
to the office of President and Chief Executive Officer of the Company and the
Bank, respectively, diminution of Mr. Grey's annual base salary, a significant
change in the nature or scope of Mr. Grey's responsibilities or an uncured
breach by the Bank of any of the provisions of the agreement. It also includes
the following events if they occur within two years following a change in
control (as defined in the agreement): failure by the Bank to continue to
provide Mr. Grey with benefits substantially similar to those available to him
<PAGE>
prior to the change in control; a reasonable determination by Mr. Grey that, as
a result of a change in control, he is unable to exercise the responsibilities
exercised by him immediately prior to the change in control or that his working
conditions have significantly worsened; or the failure of the Bank to obtain a
satisfactory agreement from any successor to assume and agree to perform this
agreement.
The Bank entered into an employment agreement with Francis Kenney on
June 18, 1997, which was amended and restated on June 17, 1998 and on again on
May 18, 1999, to reflect the formation of the Company as the holding company of
the Bank, among other things. The initial term of the agreement is 18 months,
with the term automatically extended by one day for each day that Mr. Kenney is
employed by the Company and the Bank. The agreement provides for an annual base
salary that was initially set at $65,000, but is subject to increase from time
to time (which increased amount becomes a floor below which Mr. Kenney's annual
base salary may not fall during the term of the agreement),
13
<PAGE>
and certain other benefits in effect for other senior executive officers. If Mr.
Kenney terminates his employment for Good Reason or if the Company or the Bank
terminates his employment without cause, Mr. Kenney will be entitled to a
severance benefit equal to 150% of the sum of (i) the annual bonus paid to him
during the fiscal year preceding the termination of employment and (ii) Mr.
Kenney's then current annual base salary. Good Reason has substantially the same
meaning in Mr. Kenney's agreement as in Mr. Grey's. As of January 1, 2000, Mr.
Kenney's annual base salary is $95,000.
The Bank entered into a severance agreement with Thomas R. Girard on
June 18, 1997, which was amended and restated on May 18, 1999, to reflect the
formation of the Company as the holding company of the Bank, among other things.
The agreement provides that if, within three months following a change in
control (as defined in the agreement), (i) Mr. Girard terminates his employment
following a reduction in his commission schedule (other than a reduction based
on the Bank's financial performance) or (ii) Mr. Girard's employment is
terminated by the Bank without "cause", Mr. Girard would be entitled to receive
a lump-sum payment equal to the lesser of his compensation during the fiscal
year preceding the date of termination of his employment or $150,000.
Retirement Benefit
The Bank has entered into a Split Dollar Agreement (the "Agreement")
with David L. Grey and has established a related insurance trust (the "Trust"),
for the purpose of providing a retirement benefit to Mr. Grey. The Agreement was
entered into in light of the Bank's discontinuance of its qualified pension plan
as part of its recapitalization efforts in 1991. Pursuant to the Agreement, the
Bank has purchased a variable life insurance policy on the life of Mr. Grey,
with Mr. Grey as the owner and the beneficiary (the "Policy"). The Agreement
generally provides that the Bank will contribute $60,000 to the Trust each year
until 2020 an amount necessary to permit the Trust to pay the premiums due under
the Policy.
Although Mr. Grey is the owner of the Policy, the Trust has the right to
receive reimbursement, under certain circumstances, of all or a portion of the
premiums paid under the Policy, or, if less, the cash surrender value of the
Policy (the "Premium Reimbursement"). Mr. Grey has granted to the Trust a
collateral assignment in the Policy for purposes of such reimbursement. The
circumstances under which the Trust would be entitled to receive all of the
Premium Reimbursement include (i) termination of Mr. Grey's employment for
"cause"; and (ii) appointment of a conservator or a receiver for the Bank. The
definition of "cause" for purposes of the Agreement is defined to include only
termination as a result of Mr. Grey's deliberate dishonesty with respect to the
Bank that results in his conviction of a crime. The Trust is obligated to pay
over to the Bank any Premium Reimbursement amounts it receives.
In the event of termination of Mr. Grey's employment upon retirement or
for any other reason except for "cause", the Bank's obligation to pay premiums
shall cease, and the Trust is required to release the collateral assignment to
Mr. Grey (subject to the Trust's right, if any, to receive a Premium
Reimbursement payment as described above). Following such release, Mr. Grey will
own the Policy free of any lien or encumbrance. In the event of Mr. Grey's
death, his beneficiaries would be entitled to receive the $1,628,571 death
benefit under the Policy, subject to the Trust's right to receive the proportion
of the Premium Reimbursement, if any, that it would otherwise be entitled to
receive.
14
<PAGE>
Retirement Plan
The Bank maintains a 401(k) retirement plan with the Savings Bank
Employees Retirement Association of Massachusetts. Any employee of the Bank who
has attained the age of 21, has worked for the Bank for one year and has
completed 1,000 hours of service during any one year may join the plan. A
participant may contribute up to 15% of salary, subject to an annual dollar
limitation which is adjusted yearly. Contributions by highly compensated
employees as defined under the plan are subject to other limits under Federal
law. The Bank will match 50% of any participant's contribution to a maximum of
3% of such participant's salary.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
Some of the directors and principal officers of the Company and the
Bank, as well as members of their immediate families and companies,
organizations, trusts and other entities with which they are associated are, or
during 1999 were, customers of the Bank in the ordinary course of business or
had loans outstanding from the Bank during 1999, including loans of $60,000 or
more. It is anticipated that such persons and their associates will continue to
be customers of and indebted to the Bank in the future. All such loans were made
in the ordinary course of business, did not involve more than normal risk of
collectibility or present other unfavorable features, were made on substantially
the same terms, including interest rates and collateral, as prevailed at the
same time for comparable transactions with unaffiliated persons and, when
required by law, were approved by the Board of Investment (prior to the
Conversion) or by the Board of Directors prior to closing. All loans to
directors, executive officers or their associates at December 31, 1999 have
performed in accordance with their original terms.
The Bank leases space used by its Marblehead branch office from a trust,
72% of which is owned (as a limited partner) by an entity 1% of which is owned
by Mark L. Klaman, a director of the Company and the Bank, and of which Mr.
Klaman acts as its general partner. The Bank also leases space used by its Salem
branch office from a trust of which Mr. Klaman is a trustee and a 30%
beneficiary. The Bank paid the two trusts a total of $53,989 in 1999 for the
lease of the two branch offices.
The Bank employs the law firm of Tinti, Quinn, Grover & Frey P.C. for
real estate conveyancing and other legal work. William Tinti, a director of the
Company and the Bank, is President of the law firm. Mr. Tinti has estimated
that, in 1999, the firm received legal fees of approximately $100,000 in
connection with legal work it handled for the Bank, including fees paid directly
by the Bank and fees paid by borrowers in connection with real estate closings.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of March 6, 2000
regarding (i) each person known by the Company to own beneficially more than 5%
of the Company's Common Stock, (ii) each director and each nominee for director,
(iii) the executive officers named in the Summary Compensation Table, and (iv)
all directors and executive officers of the Company as a group. Except as
otherwise indicated in the footnotes to the table, the beneficial owners have
sole voting and investment power as to all shares beneficially owned by them.
15
<PAGE>
Amount and Nature Percent
of Beneficial of
Name and Address Ownership (1) Class
David L. Grey 352,742 (2) 13.4%
c/o Ipswich Savings Bank
23 Market Street
Ipswich, Massachusetts 01938
Polaris Capital Management, Inc. 142,500 (3) 5.6
125 Summer Street
Boston, Massachusetts 02110
Kingston Fund, L.P., Partnership For 157,400 (4) 6.2
Bank Capital, L.P., Kingston Overseas
Fund, Ltd., RCG Kingston, L.L.C. and
D.B. Jennings, Inc.
757 Third Avenue
New York, NY 10017
William M. Craft 28,825 (5) 1.1
Thomas A. Ellsworth 8,000 (6) 0.3
William E. George 65,300 (7) 2.6
Thomas R. Girard 16,734 (8) 0.7
Francis Kenney 25,624 (9) 1.0
Mark L. Klaman 57,000 (10) 2.3
John H. Morrow 7,720 (11) 0.3
Lawrence J. Pszenny 71,560 (12) 2.8
William J. Tinti 30,000 (13) 1.2
All executive officers and
directors as a group (11 persons) 671,541 (14) 24.8
- ---------------------
(1) For purposes of this table, a person is deemed to be the beneficial owner
of any shares of Common Stock if he has or shares voting power or
investment power with respect to such shares, or has the right to acquire
beneficial ownership of such shares at any time within 60 days of the date
of this table.
(2) Includes 33,112 shares held by Mr. Grey's IRA, 125,810 shares held jointly
with his wife, 50,740 shares held by his wife, 23,583 shares held by his
wife in her IRA, 1,350 shares held by his wife as custodian for their two
daughters, 18,147 shares held in his 401(k) retirement plan, and 100,000
shares subject to currently exercisable options.
(3) The Bank has received a Schedule 13G, dated March 4, 1999, which states
that Polaris Capital Management, Inc., a registered investment adviser,
beneficially owns 142,500 shares of Common Stock in its capacity as
investment advisor to certain institutional and individual investors who
have purchased the shares. The Schedule 13G states that Polaris Capital
Management, Inc. has sole voting and dispositive power over these shares.
(4) The Company has been advised that, as of March 17, 2000, RCG Kingston
Fund, Ltd., RCG Kingston, L.L.C., Kingston Fund, L.P, Ramius Capital
Group, LLC, C4S & Co., LLC, Jennings & Gillen and Thomas F. Gillen are the
beneficial owners of 122,400 shares; D.B. Jennings, Inc. and Donald B.
Jennings are the beneficial owners of 157,400 shares; and The Partnership
For Bank Capital, L.P. is the beneficial owner of 35,000 shares.
(5) Includes 10,325 shares held by Dr. Craft's IRA, 7,500 shares owned jointly
with his wife, and 2,000 shares held jointly with each of two sons (4,000
shares total) and 7,000 shares subject to currently
17
<PAGE>
exercisable options.
(6) Includes 7,000 shares subject to currently exercisable options. Does not
include 1,194 stock units allocated to Mr. Ellsworth's account pursuant to
the Company's deferred compensation plan for directors.
(7) Includes 50,000 shares held by Mr. George's IRA, 300 shares owned by his
wife and 15,000 shares subject to currently exercisable options.
(8) Includes 5,000 shares owned jointly by Mr. Girard and family members,
2,238 shares held in Mr. Girard's 401(k) retirement plan and 8,376 shares
subject to currently exercisable options.
(9) Includes 11,150 shares owned jointly by Mr. Kenney with his wife, 2,224
shares held in Mr. Kenney's 401(k) retirement plan and 12,250 shares
subject to currently exercisable options.
(10) Includes 45,500 shares owned by Mr. Klaman's wife and 2,250 shares held by
her IRA, 2,250 shares held by Mr. Klaman's IRA and 7,000 shares subject to
currently exercisable options. Does not include 1,233 stock units
allocated to Mr. Klaman's account pursuant to the Company's deferred
compensation plan for directors.
(11) Includes 720 shares owned jointly by Mr. Morrow with his wife and 7,000
shares subject to currently exercisable options. Does not include 1,237
stock units allocated to Mr. Morrow's account pursuant to the Company's
deferred compensation plan for directors.
(12) Includes 35,500 shares owned jointly by Mr. Pszenny with his wife, 3,000
shares held by his IRA, 1,000 shares held by his wife, 1,000 shares held
as custodian for his minor child, 1,000 shares owned by his son as to
which shares Mr. Pszenny disclaims beneficial ownership and 15,000 shares
subject to currently exercisable options. Does not include 1,312 stock
units allocated to his account pursuant to the Company's deferred
compensation plan for directors.
(13) Includes 25,000 shares held by Mr. Tinti's IRA and 5,000 shares subject to
currently exercisable options.
(14) Includes 185,751 shares subject to currently exercisable options held by
all directors and executive officers as a group.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors, and greater-than-10% shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on review of copies of such forms furnished to the Company,
the Company believes that during 1999 all Section 16(a) filing requirements
applicable to its officers, directors, and greater-than-10% beneficial owners
were complied with.
18
<PAGE>
INFORMATION CONCERNING AUDITORS
The Board of Directors has not yet selected an independent accountant to
audit the Company's financial statements for the current fiscal year. The
Auditing Committee intends to meet in May 2000 to recommend to the Board the
selection of the Company's independent auditor for the 2000 fiscal year.
The firm of Baker Newman & Noyes served as the Company's auditors during
the past fiscal year. A representative of Baker Newman & Noyes is expected to be
present at the Annual Meeting and will have the opportunity to make a statement
if he or she desires to do so and will be available to respond to appropriate
questions.
19
<PAGE>
SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by mail, the directors, officers and
employees of the Company may also solicit proxies personally or by telephone,
telecopier or similar means. The Company will also request persons, firms and
corporations holding shares which are beneficially owned by others to send proxy
materials to and obtain proxy instructions from such beneficial owners. The
Company will reimburse those holders for their reasonable expenses.
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
In order to be included in proxy materials for the 2001 annual meeting of
stockholders or special meeting in lieu thereof, qualifying stockholder
proposals must be delivered to the Company at its principal executive offices on
or before November 22, 2000. Any such proposals should be mailed to: Clerk,
IpswichBancshares, Inc., 23 Market Street, Ipswich, Massachusetts 01938.
In addition, Section 2 of Article II of the Company's by-laws requires
that a stockholder who wishes to propose an item of business for consideration
at the annual meeting must provide notice of such item of business to the
Company at its principal executive offices not less than 60 days nor more than
150 days before the date for such meeting. For next year's scheduled annual
meeting, the deadline for submission of notice is February 25, 2001. Section 3
of Article III of the by-laws imposes the same deadline on the nomination by a
stockholder of a candidate for election to the Board of Directors. Any proposal
or nomination submitted after February 25, 2001 will be untimely. The by-laws
contain a number of other substantive and procedural requirements which should
be reviewed by any interested stockholder. A copy of the Company's By-Laws will
be provided to any stockholder of the Company at no cost upon written request to
the Clerk of the Company.
MISCELLANEOUS
The Board was not aware, a reasonable time before mailing this Proxy
Statement to stockholders, of any business that may properly be presented at the
Annual Meeting, other than the matters specifically listed in the Notice of
Annual Meeting of Stockholders. No stockholder proposals or stockholder nominee
was submitted timely to the Company. However, if any other business is properly
presented, the persons present will have discretionary authority to vote the
shares they own or represent by proxy in accordance with their judgment.
<PAGE>
REVOCABLE PROXY
IPSWICH BANCSHARES, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
This proxy iS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
Annual Meeting of Stockholders April 26, 2000
The undersigned hereby appoints David L. Grey, Francis Kenney and Mariell Lyons,
and each or any of them, as proxies, with full power of substitution to each and
to each substitute appointed pursuant to such power, of the undersigned to vote
all shares of stock of Ipswich Bancshares, Inc. (the "Company") which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders (the
"Annual Meeting") of the Company to be held on Wednesday, April 26, 2000, and at
any and all adjournments thereof, with all powers the undersigned would possess
if personally present. The proxies are authorized to vote as indicated below
upon the matters set forth herein and in their discretion upon all other matters
which may properly come before said Meeting. The undersigned hereby acknowledges
receipt of a copy of the accompanying Notice and Proxy Statement for the Annual
Meeting of Stockholders and hereby revokes any proxy or proxies, if any,
heretofore given by him to others for said Meeting.
1. Election of directors.
NOMINEES:
William M. Craft
David L. Grey
John H. Morrow
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
If this proxy is properly executed and returned, the shares represented
hereby will be voted. If a choice is specified above by the stockholder with
respect to any matter to be acted upon, the shares will be voted upon that
matter in accordance with the specification so made. IN THE ABSENCE OF ANY
SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR PROPOSAL
1.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
IPSWICH BANCSHARES, INC.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS CARD.
Joint owners should sign. When signing as an attorney, administrator, trustee,
guardian or custodian for a minor, please give full title as such. If a
corporation, please sign full corporate name and indicate the signer's office.
If a partner, sign in partnership name.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
