<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WESBANCO, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(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 (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:
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[ ] 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:
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<PAGE> 2
[Mr. George's Stationary]
March ____, 1998
Dear Shareholder:
You will find enclosed the Notice of Meeting, Proxy Statement and
Proxy for the Annual Meeting of Shareholders of Wesbanco, Inc., which
will be held on Wednesday, April 15, 1998, at the McLure House Hotel,
1200 Market Street, Wheeling, West Virginia, beginning at 4:00 p.m.
Please review the enclosed material and complete, sign, date and
return the Proxy Card regardless of whether you plan to attend the Annual
Meeting, so that the matters coming before the meeting can be acted upon.
We look forward to meeting our shareholders and welcome the opportunity
to discuss the business of your company with you.
Very truly yours,
EDWARD M. GEORGE
EMG/mmr
Enclosure
<PAGE> 3
WESBANCO, INC.
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
April 15, 1998
TO THE STOCKHOLDERS OF WESBANCO, INC.:
Notice is hereby given that the Annual Meeting of the Stockholders of
Wesbanco, Inc. will be held at the McLure House Hotel, 1200 Market Street,
Wheeling, West Virginia, 26003, on Wednesday, April 15, 1998, at 4:00 p.m.
The purposes of the meeting are as follows:
(1) To elect nine (9) persons to the Board of Directors, eight (8)
to serve for a term of three (3) years, and one (1) to serve for a term
of one (1) year.
(2) To consider and act upon a proposed amendment to the Articles
of Incorporation as set forth in the Proxy Statement, for the purpose of
increasing the authorized common stock of the corporation which the Board
of Directors may issue from 25,000,000 shares to 50,000,000 shares of
$2.0833 par value common stock.
(3) To consider and act upon a Key Executive Incentive Bonus and
Option Plan, as set forth in Appendix A of the Proxy Statement.
(4) To consider and act upon such other matters as properly may
come before the meeting or any adjournment thereof.
The holders of the common stock of the Corporation as of the close of
business on March 13, 1998, are entitled to vote at the meeting.
You are requested to sign and date the enclosed form of Proxy and return
it in the enclosed envelope at your earliest convenience. As indicated in
the accompanying Proxy Statement, proxies may be revoked at any time prior to
the voting thereof.
By order of the Board of Directors.
SHIRLEY A. BUCAN
Secretary
Wheeling, West Virginia
March ____, 1998.
<PAGE> 4
PROXY STATEMENT
OF
WESBANCO, INC.
Bank Plaza
Wheeling, West Virginia 26003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 1998
-----------------------------------
This statement is furnished to the stockholders of Wesbanco, Inc. in
connection with the solicitation of proxies to be used in voting at the
annual meeting of the stockholders of the Corporation, which will be held
at the McLure House Hotel, 1200 Market Street, Wheeling, West Virginia, 26003,
at 4:00 p.m. on Wednesday, April 15, 1998. This statement is being mailed to
the stockholders on or about March _____, 1998.
Wesbanco, Inc. is the parent company and the holder of all of the
outstanding shares of the capital stock of Wesbanco Bank Wheeling, Wheeling,
West Virginia, Wesbanco Bank Charleston, Charleston, West Virginia, Wesbanco
Bank Parkersburg, Parkersburg, West Virginia, Wesbanco Bank Barnesville,
Barnesville, Ohio, Wesbanco Bank Fairmont, Inc., Fairmont, West Virginia,
Wesbanco Mortgage Company, Bridgeport, West Virginia, Wesbanco Properties,
Inc., Wheeling, West Virginia, and Vandalia National Corporation, Morgantown,
West Virginia.
James C. Gardill is the Chairman of the Board of Wesbanco, Inc. and
Robert H. Martin serves as Vice Chairman of the Board; Executive Officers
of Wesbanco, Inc. include Edward M. George, President and Chief Executive
Officer; Paul M. Limbert, Executive Vice President and Chief Financial
Officer; Dennis P. Yaeger, Executive Vice President and Chief Operating
Officer; Peter W. Jaworski, Senior Vice President-Credit Administration;
John W. Moore, Jr., Senior Vice President-Human Resources; Jerome B.
Schmitt, Senior Vice President-Investments; Edward G. Sloane, Vice
President-Management Information Systems; and Wyatt K. Hoffman, Vice
President-Credit Quality.
Proxies
-------
The proxies are solicited by the Board of Directors of the Corporation,
and the cost thereof is being borne by the Corporation. Proxies may be
revoked, by the stockholders who execute them, at any time prior to the
exercise thereof, by written notice to the Corporation, or by announcement
at the stockholders meeting. Unless so revoked, the shares represented
by all proxies will be voted, by the persons named in the proxies, at the
stockholders meeting and all adjournments thereof, in accordance with the
specifications set forth therein, or, absent such specifications, in
accordance with the judgment of the holders of such proxies.
Pending Acquisitions
--------------------
The Corporation is a party to an Agreement and Plan of Merger with
Commercial Bancshares, Incorporated ("Commercial"), dated September 30, 1997,
providing for the acquisition of Commercial through an exchange of the
Corporation's Common Stock. Commercial is, in turn, a party to an Agreement
and Plan of Merger dated August 15, 1997, with Gateway Bancshares, Inc.
("Gateway") providing for the acquisition of Gateway by Commercial through
an exchange of stock. The separate meetings to consider these transactions
have been scheduled for March 9, 1998, for Gateway, and March 19, 1998, for
both the Corporation and Commercial. Shareholders of the Corporation have
received a separate mailing of materials with respect to the Special Meeting
at which such matters will be considered.
Assuming the necessary shareholder and regulatory approvals of such
transactions, the Corporation could issue additional shares of common stock
of up to 4,938,690 shares.
Stock Outstanding and Voting Rights
-----------------------------------
The authorized capital stock of the Corporation consists of 25,000,000
shares of common stock of the par value of $2.0833 per share, and 1,000,000
shares of preferred stock without par value. Of the 25,000,000 shares of
authorized common stock, _________ shares presently are issued and
outstanding. There are no shares of preferred stock issued and outstanding.
The authorized shares of preferred stock of Wesbanco may be issued in
one or more classes or series with such preferences and voting rights as the
Board of Directors may fix in the resolution providing for the issuance of
such shares. The issuance of shares of preferred stock could affect the
relative rights of Wesbanco Common Stock. Depending upon the exact terms,
limitations and relative rights and preferences, if any, of the shares of
preferred stock as determined by the Board of Directors of Wesbanco at the
time of issuance, the holders of preferred stock
<PAGE> 5
may be entitled to a higher dividend rate than that paid on the common stock,
a prior claim on funds available for the payment of dividends, a fixed
preferential payment in the event of liquidation and dissolution of the
company, redemption rights, rights to convert their preferred stock into
shares of Wesbanco Common Stock, and voting rights which would tend to
dilute the voting control of the Corporation by the holders of Wesbanco
Common Stock.
Stockholders of record as of the close of business on March 13, 1998,
will be entitled to vote at the stockholders meeting. Each stockholder will
be entitled to one vote for each share of common stock held, as shown by the
records of the Corporation at that time. Cumulative voting, in the election
of Directors, is permitted by State statute, and the exercise of that right
is not subject to any condition precedent. Each stockholder is entitled
to as many votes as shall equal the number of his shares of common stock
multiplied by the number of Directors to be elected within each class, and
he may cast all of such votes for a single Director or he may distribute
them among the number to be voted for as he may see fit.
To the best of management's knowledge, the Trust Department of Wesbanco
Bank Wheeling, Bank Plaza, Wheeling, West Virginia, 26003, is the only holder
or beneficial owner of more than 5% of the common stock of the Corporation.
As of February 9, 1998, 1,352,374 shares of the common stock of the
Corporation, representing 8.46% of the shares outstanding, were held in
various capacities in the Trust Department. Of these shares, the Bank does
not have voting control of 288,054 shares, representing 1.80% of the shares
outstanding, has partial voting control of 36,280 shares, representing .22%
of the shares outstanding, and sole voting control of 1,028,039 shares,
representing 6.43% of the shares outstanding. In accordance with its general
practice, shares of the common stock of the Corporation over which the Bank
has sole voting control will be voted in accordance with the recommendations
of management. Shares over which the Bank has partial voting control will
be similarly voted if the Bank has the concurrence of the co-fiduciary or
co-fiduciaries.
The following table lists each stockholder known to Wesbanco to be the
beneficial owner of more than 5% of Wesbanco's common stock as of February 9,
1998, as more fully described above:
Principal Holders
-----------------
Name &
Address of Amount and Nature
Title Beneficial of Beneficial Percent
Class Owner Ownership of Class
- ------ ------------ ----------------- --------
Common Wesbanco Bank
Wheeling Trust Dept.
Bank Plaza
Wheeling, WV 26003 1,352,374* 8.46%
*Nature of beneficial ownership more fully described in text immediately
preceding table.
Election of Directors
---------------------
The Board of Directors of the Corporation is divided into three classes,
as nearly equal in number as the numerical membership of the Board will
permit, the members of such classes to serve staggered terms of three years
each. The Bylaws permit the Board to determine each year the number of
Directors up to a maximum of thirty-five (35), and the Board of Directors
has determined that the Board shall consist of thirty (30) members, and has
fixed the number of Directors to be elected at the forthcoming meeting at
nine (9), eight (8) to be elected for a three-year term, and one (1) to be
elected for a term of one (1) year, expiring at the annual stockholders
meeting in 1999. The Board having fixed the number of directors at ten (10)
to serve in the class of directors whose term expires at the annual
meeting of stockholders in 2001, two (2) vacancies exist in this class of
directors (See Note (1) under heading "Nominees"); however, proxies may not
be voted for a greater number of persons than are named.
Accordingly, the following persons have been nominated for election to
the Board:
Nominees(1)
-----------
A. For the three-year term expiring at the Annual Stockholders Meeting
in 2001:
<PAGE> 6
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
James E. Altmeyer 59 President, Altmeyer Funeral 10/16/87
Homes, Inc.
Christopher V. Criss 42 President & Chief Executive 07/17/92
Officer, Atlas Towing Co.
Stephen F. Decker 46 President, Preston County 12/02/91
Offices, formerly Executive
Vice President, Wesbanco
Bank Fairmont, former
President & Chief Executive
Officer, Wesbanco Bank Kingwood
James C. Gardill 51 Chairman of the Board, 11/13/80
Wesbanco, Inc.; Lawyer,
Partner, Phillips, Gardill,
Kaiser & Altmeyer
Roland L. Hobbs 65 Chairman, Wheeling Park 07/28/76
Commission
Eric Nelson 68 President, Nelson 04/16/87
Enterprises (investments)
Richard K. Riederer 54 President & CEO, Weirton 06/19/97
Steel Corporation; former
Executive Vice President &
CFO and Vice President,
Weirton Steel Corporation
J. Christopher Thomas 48 President & CEO, 01/02/98
Wesbanco Bank
Charleston, former
President & CEO, United
Home Lending Services,
Inc. and former President
& CEO, Eagle Bancorp, Inc.
(1) Two vacancies exist in this class, the Board having fixed the membership
of the class at ten (10). It is contemplated that the vacancies will be
filled by the Board by the election of William E. Mildren, Jr. and Larry
G. Johnson of Parkersburg, WV, to the Board of Directors. This action
will be taken in accordance with the Agreement and Plan of Merger
between Wesbanco, Inc. and Commercial Bancshares, Incorporated. The
bylaws of the Corporation would permit the Board to fill the vacancies
during the ensuring year, but any such appointments would be effective
only until the next annual meeting of shareholders.
(2) Principal occupation during the past five years.
B. For a one-year term expiring at the Annual Stockholders Meeting in 1999:
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
John R. Scheessele 50 President & CEO, 8/21/97(2)
Wheeling-Pittsburgh Steel
Corp.; President, WHX
Corporation; former
President & CEO, Executive
Vice President, and CFO
WCI Steel, Inc.
<PAGE> 7
(1) Principal occupation during the past five years.
(2) Mr. Scheessele also serves as Director of Wheeling-Pittsburgh Steel
Corp. and WHX Corporation.
In the absence of instructions to the contrary, the enclosed
form of proxy, if executed and returned to the Corporation, will
be voted in the manner determined by the holder or holders
thereof. Discretionary authority to cumulate votes in the
election of Directors is solicited, and unless otherwise
directed, the holder or holders of such proxies shall have the
authority to cumulate votes represented thereby and to distribute
the same among the nominees in such manner and numbers as such
holder or holders, in his or their discretion, may determine.
This authority will be exercised by the holder or holders of the
proxies in the event that any person or persons, other than the
nominees named above, should be nominated for election to the
Board of Directors.
All of the foregoing nominees presently are serving as
members of the Board. In the event that, at any time prior to
the stockholders meeting, any of the foregoing nominees should
become unavailable for election to the Board of Directors, the
shares of stock represented by the proxies will be voted for such
other nominee or nominees as the holders of the proxies, in their
judgment, may determine.
Continuing Directors
--------------------
In addition to the foregoing nominees, the following persons
presently are serving as members of the Board of Directors:
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 2000 (1)
----------------------------------------------
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
Frank K. Abruzzino 54 Lawyer; Steptoe & Johnson; 02/28/94
former President & CEO,
Wesbanco Bank Shinnston
Earl C. Atkins 69 President, City Neon, Inc., a 02/28/94(3)
commercial sign company;
President, Commercial Land
Development, Inc.
Ray A. Byrd 53 Lawyer; Partner, Schrader, 06/09/77
Byrd, Companion & Gurley
James D. Entress 59 Oral & Maxillo-Facial 12/20/90
Surgeon
Ernest S. Fragale 51 President, Wesbanco 08/20/96
Mortgage Company;
former owner and
President, Universal
Mortgage Company
Edward M. George 61 President & CEO, 12/02/91
Wesbanco, Inc.;
Chairman of the Board,
Wesbanco Bank Wheeling
Carter W. Strauss 51 President, Strauss Industries, 07/28/76
Inc.
Reed J. Tanner 44 Certified Public Accountant 12/30/96
Partner, Tanner & Tanner
William E. Witschey 66 President, Witschey's 01/10/85
Market, Inc. (retail food
management)
<PAGE> 8
(1) One (1) vacancy exists in this class, the Board having fixed
the membership of the class at ten (10). It is contemplated
that the vacancy will be filled by the Board by the election
of Robert K. Tebay, Parkersburg, WV, to the Board of Directors.
(See Note (1) under heading "Nominees").
(2) Principal occupation during the past five (5) years.
(3) Attended less than 75% of the meetings of the Board.
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 1999(1)
---------------------------------------------
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
R. Peterson Chalfant 57 Lawyer; partner, Chalfant 08/30/96
Henderson & Dondzila
John W. Kepner 65 Mortician; President, 01/28/76
Kepner Funeral Homes, Inc.
Frank R. Kerekes 51 President & CEO, 12/21/95
Wesbanco Bank Fairmont,
Inc., Fairmont, WV;
formerly Executive Vice
President, First Fidelity
Bancorp, Inc.; former
Executive Vice President,
Wesbanco Bank Fairmont
Robert H. Martin 64 Vice Chairman, Wesbanco, 02/28/94
Inc.; Chairman of the Board,
Wesbanco Bank Fairmont;
formerly Chairman of the
Board, First Fidelity
Bancorp, Inc.; President,
Eastland Enterprises, Inc., a
personal holding company;
owner, Mt. Zion, Inc., a
nursery
George M. Molnar 72 Retired; former President 08/30/96
Weirton Division,
Wesbanco Bank Wheeling;
formerly President & CEO,
Bank of Weirton
Melvin C. Snyder, Jr. 69 Lawyer; former partner, 12/02/91
Snyder & Snyder
Joan C. Stamp 46 Director, Mid Atlantic 02/15/96
Arts Foundation;
member, West Virginia Arts
Commission
John A. Welty 70 Secretary-Treasurer, Welty 07/28/76
Buick, Pontiac, GMC
Truck; former President,
Welty Buick, Inc.
(1) One (1) of the nominees is a member of this class, and was
appointed by the Board of Directors to serve in this class.
See "Nominees," Subsection "B". One (1) vacancy exists in
this class, the Board having fixed the membership of the
class at ten (10). It is contemplated that the vacancy will
be filled by the Board by the election of James W. Swearingen,
Vienna, WV, to the Board of Directors. (See Note (1) under
heading "Nominees.")
<PAGE> 9
(2) Principal occupation during the past five (5) years.
Ownership of Securities by Directors, Nominees and Officers
- -----------------------------------------------------------
The following table sets forth the number of shares of the
Corporation's common stock beneficially owned by the nominees,
continuing directors and officers of the Corporation as a group
as of February 9, 1998. There is no other class of voting
securities issued and outstanding.
Sole Voting Shared Voting
Name of and Investment and/or Investment
Beneficial Owner Authority Authority Percent
- ---------------- --------------- ------------------ -------
Frank K. Abruzzino 61,506 22,053 (1) *
James E. Altmeyer 12,657 *
Earl C. Atkins 883 (2) 19,390 (3) *
Ray A. Byrd 5,137 (4) *
R. Peterson Chalfant 6,825 *
Christopher V. Criss 46,486 (5) *
Stephen F. Decker 9,198 *
James D. Entress 39,447 (6) *
Ernest S. Fragale 54,635 *
James C. Gardill 45,607 (7) *
Edward M. George 14,836 (8) *
Roland L. Hobbs 25,091 (9) *
John W. Kepner 5,286 (10) *
Frank R. Kerekes 1,946 *
Robert H. Martin 78,186 (11) *
George M. Molnar 78,223 (12) *
Eric Nelson 45,384 (13) *
Richard K. Riederer 17 (14) *
John R. Scheessele 0
Melvin C. Snyder, Jr. 7,098 (15) *
Joan C. Stamp 16,825 (16) *
Carter W. Strauss 35,809 (17) *
Reed J. Tanner 3,633 (18) 2,622 (19) *
J. Christopher Thomas 500 6,795 (20) *
John A. Welty 4,950 (21) *
William E. Witschey 8,032 (22) *
- ------------------- ---------- ------------ -----------
All Directors and
Officers as a group
(41 persons) 641,597 50,860 4.33%
*Beneficial ownership does not exceed one percent (1%).
(1) Mr. Abruzzino's wife, Elizabeth Abruzzino, is the owner of
604 shares. Mr. Abruzzino's children are the
owners of an additional 22,053 shares held in trust, of
which Mr. Abruzzino is Trustee, and an additional 20,997
shares held by Mrs. Abruzzino as Custodian.
(2) Includes 511 shares held for Mr. Atkins' benefit in a Rabbi
Trust established under the Wesbanco, Inc.
and All Affiliate Banks Directors Deferred Compensation
Plan. Additionally, Mr. Atkins' wife, Betty Jo Atkins, is
the owner of 18,529 shares held in trust.
(3) Mr. Atkins' grandchildren are the owners of 19,390 shares
held in trust.
(4) Includes 2,199 shares held for Mr. Byrd's benefit in a Rabbi
Trust established under the Wesbanco, Inc.
and All Affiliate Banks Directors Deferred Compensation
Plan.
(5) Includes 1,316 shares held for Mr. Criss' benefit in a Rabbi
Trust established under the Wesbanco, Inc. and All Affiliate
Banks Directors Deferred Compensation Plan.
<PAGE> 10
(6) Includes 38,566 shares held at Wesbanco Bank Wheeling as
custodian for James D. Entress' IRA. Dr. Entress' wife, Dr.
Cheryl Entress, is the owner of an additional 18,625 shares
held in an IRA custodian account at Wesbanco Bank Wheeling.
(7) Includes 6,243 shares held for Mr. Gardill's benefit in a
Rabbi Trust established under the Wesbanco, Inc.
and All Affiliate Banks Directors Deferred Compensation
Plan. Includes an additional 12,957 shares held by Mr.
Gardill's wife, Linda T. Gardill, and 2,684 shares held in
her IRA custodian account at Wesbanco Bank Wheeling.
(8) Mr. George's wife, Sandra F. George, is the owner of an
additional 502 shares.
(9) Includes 1,091 shares held for Mr. Hobbs' benefit in a Rabbi
Trust established under the Wesbanco, Inc. and All Affiliate
Banks Directors Deferred Compensation Plan. Mr. Hobbs' wife,
Sarah F. Hobbs, is the owner of an additional 4,620 shares.
(10) Mr. Kepner's wife, Joan B. Kepner, is the owner of an additional
400 shares.
(11) Includes 67,780 shares owned by Mt. Zion, Incorporated,
which is wholly owned by Mr. Martin. Mr. Martin's wife,
Lucille D. Martin, is the owner of an additional 4,770 shares
held in Trust in her IRA account at Wesbanco Bank Fairmont.
(12) Mr. Molnar's wife, Margaret A. Molnar, is the owner of an
additional 19,500 shares.
(13) Mr. Nelson's wife, Ann P. Nelson, is the owner of an
additional 5,232 shares.
(14) Includes 17 shares held for Mr. Riederer's benefit in a
Rabbi Trust established under the Wesbanco, Inc. and All
Affiliate Banks Directors Deferred Compensation Plan.
(15) Mr. Snyder's wife, Ann E. Snyder, is the owner of an
additional 801 shares.
(16) Includes 7,696 shares held in Mrs. Stamp's Trust.
(17) Includes 8,056 shares held for Mr. Strauss' benefit in a
Rabbi Trust under the Wesbanco, Inc. and All Affiliate Banks
Directors Deferred Compensation Plan. Mr. Strauss' wife,
Barbara Strauss, is the owner of an additional 3,795 shares
held in a custodian account at Wesbanco Bank Wheeling. In
addition, Mr. Strauss' children are the owners of 1,693 shares
held in trusts.
(18) Includes 198 shares held for Mr. Tanner's benefit in a Rabbi
Trust established under the Wesbanco, Inc. and All Affiliate
Banks Directors Deferred Compensation Plan. Includes an
additional 1,225 shares held by Mr. Tanner as Custodian for
his minor children.
(19) Mr. Tanner has a beneficial interest in 477 shares held in
trust. He is also co-trustee of his brother's
family trust, which holds 2,145 shares, in which Mr. Tanner
disclaims beneficial ownership.
(20) Mr. Thomas is Trustee of trusts established by his father
and mother, which hold 5,097 shares and 1,698 shares, respectively.
(21) Mr. Welty's wife, Joyce W. Welty, is the income beneficiary
of a trust which owns an additional 2,970 shares.
(22) Mr. Witschey's wife, Wilda C. Witschey, is the owner of an
additional 9,180 shares; 46,132 shares are owned by Witschey's
Market, in which Mr. Witschey has a substantial stock interest.
Additionally, Mr. Witschey has a one-fifth beneficial interest
in a trust which holds 7,176 shares.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934
requires the Corporation's officers, directors, and persons who
own more than 10% of a registered class of the Corporation's
equity securities, to file reports of ownership and changes in
ownership with the Securities & Exchange Commission. Officers,
directors and greater than 10% shareholders are required by SEC
regulations to furnish the Corporation with copies of all Section
16(a) forms they file.
<PAGE> 11
Based solely on its review of the copies of Forms 3, 4 and 5
received by it, or written representations from certain reporting
persons that no Forms 5 were required for those persons, the
Corporation believes that, during the calendar year 1997, all
filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were fulfilled, except that
reports covering two (2) transactions involving sales from his
account held by a brokerage firm were reported late by James D.
Entress.*
Transactions With Directors and Officers
----------------------------------------
It has been the practice of some of the subsidiary banks of
the Corporation, on occasion, to engage in the ordinary course of
business in banking transactions, which at times involved loans
in excess of $60,000.00, with some of their Officers and
Directors and some of the Officers and Directors of the
Corporation and their associates. It is anticipated that the
practice will be continued. All loans to such persons, however,
have been made, and in the future will be made, in the ordinary
course of business and 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, and
will not, involve more than normal risk of collectibility or
present other unfavorable features. From time to time the firm
of Phillips, Gardill, Kaiser & Altmeyer of which James C.
Gardill, Chairman of the Board and a Director of the Corporation,
is a partner** , and the firm of Schrader, Byrd, Companion &
Gurley, of which Ray A. Byrd, Director of the Corporation, is a
partner, and the firm of Steptoe & Johnson, of which Frank A.
Abruzzino, Director of the Corporation, is a member, have
rendered legal services to the Corporation. It is contemplated
that one or all of these firms will be retained to perform legal
services during the current year.
Compensation of Executive Officers
----------------------------------
The officers of the Corporation presently are serving
without compensation from Wesbanco, Inc. They are, however,
compensated by Wesbanco, Inc. affiliate banks for services
rendered as officers of those corporations.
The following table sets forth the total compensation paid
by Wesbanco, Inc. affiliate banks, during the year 1997, to the
five highest paid executive officers, whose total compensation
exceeded $100,000.00, together with the benefits payable to them
from the Corporation's pension plan upon retirement.
- ----------------------
* An indirect beneficial ownership was inadvertently omitted from
the initial filing on Form 3 by Reed J. Tanner, and was reported
on Form 5.
** Fees aggregating $360,736.82 were paid to the law firm of Phillips,
Gardill, Kaiser & Altmeyer for legal services rendered to the
Corporation and its banking affiliates during the year 1997.
<PAGE> 12
SUMMARY COMPENSATION TABLE
<TABLE>
Long Term Compensation
-----------------------
Annual Compensation Awards Payouts
- ------------------------------------------------- ------------------- -------
Other Restricted Options All Other
Salary Bonus Annual Stock SARS LTIP Compensation
Name and Position Year ($) ($) Comp Awards (#) Payouts ($)(1)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward M. George 1997 201,145 75,000 0 0 0 0 6,270
President & Chief 1996 182,150 65,000 0 0 0 0 4,550
Executive Officer 1995 162,763 50,000 0 0 0 0 5,074
Paul M. Limbert 1997 146,428 40,000 0 0 0 0 6,270
EVP & Chief 1996 133,379 30,000 0 0 0 0 4,550
Financial Officer 1995 121,534 25,000 0 0 0 0 4,670
Dennis P. Yaeger 1997 143,092 35,000 0 0 0 0 6,270
EVP & Chief 1996 133,379 30,000 0 0 0 0 4,550
Operating Officer 1995 121,534 25,000 0 0 0 0 4,669
Jerome B. Schmitt 1997 122,240 35,000 0 0 0 0 6,150
Senior Vice Presi- 1996 112,841 25,000 0 0 0 0 4,912
dent-Investments 1995 104,164 18,000 0 0 0 0 3,922
Frank R. Kerekes 1997 118,990 15,000 0 0 0 0 5,220
President, 1996 115,990 12,000 0 0 0 0 3,867
Wesbanco Bank 1995 112,499 8,000 0 0 0 0 2,707
Fairmont, Inc.
(1) "All Other Compensation" includes the following:
contributions to the Corporation's ESOP Plan on behalf of
each of the named executives covered by the Plan as follows:
for Mr. George, 1997 - $6,270, 1996 - $4,550, 1995 - $5,074;
for Mr. Limbert, 1997 - $6,270, 1996 - $4,550, 1995 - $4,670;
for Mr. Yaeger, 1997 - $6,270, 1996 - $4,550, 1995 - $4,669;
for Mr. Schmitt, 1997 - $6,150, 1996 - $4,912, 1995 - $3,922;
for Mr. Kerekes, 1997 - $5,220, 1996 - $3,867, 1995 - $2,707.
<PAGE>
Comparison of Five Year Cumulative Total Return *
Among Wesbanco, Inc., Nasdaq Stock Market (U.S.), and Nasdaq Banks **
Measurment Period Wesbanco, Nasdaq Stock Nasdaq
(Fiscal Year Covered) Inc. Market Banks
- --------------------- --------- ------------ -------
1992 100 100 100
1993 135.822 114.796 114.042
1994 116.220 112.214 113.627
1995 139.065 158.699 169.222
1996 167.662 195.192 223.412
1997 239.268 239.527 377.438
Assumes $100 Invested on January 1, 1993 * Total Return Assumes
In Wesbanco, Inc., Nasdaq Stock Market, Reinvestment of Dividends
and Nasdaq Banks. **Fiscal Year Ending December 31
Pension Plan Benefits
Estimated Annual Benefits Upon Retirement to Persons in
Specified Remuneration and Years-of-Service Classifications
-----------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ ------ ------ ------ ------ ------
85,000 19,723 26,298 32,872 39,447 46,021
95,000 22,333 29,778 37,222 44,667 50,000
105,000 24,943 33,258 41,572 49,887 50,000
120,000 28,858 38,478 48,097 50,000 50,000
130,000 31,468 41,958 50,000 50,000 50,000
140,000 34,078 45,438 50,000 50,000 50,000
150,000 36,688 48,918 50,000 50,000 50,000
175,000 43,213 50,000 50,000 50,000 50,000
200,000 49,738 50,000 50,000 50,000 50,000
225,000 50,000 50,000 50,000 50,000 50,000
250,000 50,000 50,000 50,000 50,000 50,000
275,000 50,000 50,000 50,000 50,000 50,000
300,000 50,000 50,000 50,000 50,000 50,000
<PAGE> 13
A Participant's compensation covered by the Bank's pension
plan is the salary reported on the Form W-2 plus Section 125
contributions made by the employee (as reported in the Summary
Compensation Table), for the 60 consecutive months out of the
last 120 consecutive months of the Participant's career for which
such average is the highest, or in the case of the Participant
who has been employed for less than 60 months, the period of his
employment with the Bank. Average compensation for named
executives as of the end of the last calendar year is: Mr.
George: $221,242.00; Mr. Limbert: $151,346.00; Mr. Yaeger:
$149,536.00; Mr. Schmitt: $124,954.00; and Mr. Kerekes:
$120,565.00. The estimated years of service for each named
executive are as follows: Mr. George: 14.583 Mr. Limbert: 20.666;
Mr. Yaeger: 25.333; Mr. Schmitt: 25.000 and Mr. Kerekes: 20.000.
Benefits shown are computed as a straight life annuity beginning
at age 65.
Description of Employment Contracts
-----------------------------------
The Corporation provides certain executive officers,
including the executive officers named in the Summary
Compensation Table, with written Employment Contracts at their
respective base annual salaries. These contracts are all
substantially the same and are structured on a revolving three
year term which is annually renewable. The contracts provide for
discharge for cause, and terminate in the event of the death of
the employee. If terminated by reason of the death of the
employee, or without cause, the employee or his designated
beneficiary is entitled to a severance payment equal to the
greater of (i) six months of the employee's base salary, or (ii)
the base salary the employee would have received had he continued
to be employed throughout the end of the then existing term of
the Agreement. There are no golden parachute type provisions
contained in the contracts.
Description of Bonus Plan
-------------------------
Annually, the Compensation Committee of the Corporation
makes a determination as to the amount and allocation among the
executive officers of the Corporation of a bonus payable to such
officers. The amount and participants vary each year based on an
assessment of profitability and merit as determined by the
Committee. A total of $265,000.00 in cash was allocated and paid
for such bonuses for the year 1997.
Compensation Committee Report
-----------------------------
Members of the Compensation Committee consist of the non-
salaried members of the Executive Committee and two additional
members of the Board of Directors and include Messrs. Criss,
Molnar, Witschey, Hobbs, Nelson, Strauss, Riederer and Tanner, as
well as Messrs. Gardill and Martin.
Generally, compensation policies are determined by the
annual budget process in which overall salary adjustment ranges
are established based upon a projected annual budgeted amount for
salaries. The actual increases are then allocated based on
administration of the company's salary administration program, a
Hay type system, and individual performance evaluations, which
are done each year on all employees, including executive
officers. Salary increases are also adjusted for merit increases
and changes in duties and responsibilities where warranted. The
Committee also considered that executive salaries for the
Corporation's executives are somewhat lower than industry peer
group averages and have been moving closer to industry standards,
subject to corporate performance.
Company performance is considered in establishing the annual
budget for salary increases, which is the initial part of the
process. Projected annual income growth and savings through
consolidation are considered in establishing the overall salary
increase range. Also, Company performance factors, including
net income, return on assets and return on equity, are considered
in setting annual bonuses. The bonuses are determined on a
subjective basis.
Considerations affecting Mr. George's salary and bonus for
1997 included the overall salary administration program of the
Corporation, the substantial reorganizational work involved in
recent acquisitions, the reorganization of a number of banks
within the Wesbanco group, and his annual evaluation, which was
very positive. Also the Committee considered the overall
increases granted to other employees in the Corporation and the
salary structure of peer group banks.
In considering Mr. George's compensation and the bonuses
paid to senior executive officers, the Committee considered
published compensation comparative data for certain regional bank
holding companies which compete in markets served by the
Corporation and markets within reasonable proximity thereto
(hereinafter referred to as "Peer Group"). The statistical data
reflected that Mr. George's compensation level for 1996 placed
him in the twenty-seventh percentile, compared to the
Corporation's return on average assets ranking which placed it in
the seventy-second percentile. The Corporation's return on
average assets was 1.34% compared to the Peer Group's average
return of 1.17%. Additionally, the Corporation's return on
average equity was 10.02% compared to the Peer Group's average
return of 12.10%. This latter comparison was achieved even
though the Corporation's equity to assets was 13.56% compared to
the Peer Group's average of 9.24%. The Committee also considered
that the ratio
<PAGE> 14
of non-performing assets to total assets for the Corporation was
.62% which was consistent with the average for the Peer Group of
.57%. Finally, the Committee considered the total shareholder
return of 20.6% for the year 1996 compared to the Peer Group's
total return of 29.6%.
The Committee attempts to maintain its base salary structure
at the middle of the appropriate competitive marketplace and the
positioning of actual salaries will generally be at the middle of
the marketplace subject to performance, longevity and evaluation.
COMPENSATION COMMITTEE
James C. Gardill, Chairman Christopher V. Criss
William E. Witschey Eric Nelson
Roland L. Hobbs Carter W. Strauss
Robert H. Martin Reed J. Tanner
Richard K. Riederer George M. Molnar
Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
-----------------------------------------------
Roland L. Hobbs, a member of the Compensation Committee,
formerly served as Chairman and President of Wesbanco until June 1,
1990. He continues to serve as a member of the Board of Directors
and Executive Committee of the Corporation.
George M. Molnar served as President of the Weirton Division
of Wesbanco Bank Wheeling until August 29, 1997. He continues to
serve as a member of the Board of Directors and Executive Committee
of the Corporation.
James C. Gardill, also a member of the Compensation
Committee, serves as Chairman of the Board of the Corporation,
which is based on a fixed annual fee. Mr. Gardill does not
participate in the annual bonus program. Mr. Gardill also is a
partner in the law firm Phillips, Gardill, Kaiser & Altmeyer, and
acts as general counsel for the Corporation. During the year
1997 fees aggregating $360,736.82 were paid to the firm of
Phillips, Gardill, Kaiser & Altmeyer for legal services rendered
to the Corporation and its banking affiliates.
Robert H. Martin, Vice Chairman of the Corporation, also is
a member of the Compensation Committee. Mr. Martin also serves
as Chairman of Wesbanco Bank Fairmont, a banking subsidiary of
the Corporation, and receives a salary for such position.
Wesbanco KSOP Plan
------------------
The Wesbanco Employee Stock Ownership and 401(k) Plan (the
"Plan") is a qualified non-contributory employee stock ownership
plan with a deferred savings plan feature under Section 401(k) of
the Internal Revenue Code. The employee stock ownership feature
of the Plan (the "ESOP") was adopted by the Corporation on
December 31, 1986, subsequently amended and restated effective
January 1, 1996, to add 401(k) pre-tax savings features (the
"KSOP"), and amended and restated, effective December 31, 1996,
for the purpose of clarifying the terms of the Plan. All
employees of Wesbanco, together with all employees of the
subsidiary companies which adopt the Plan, are eligible to
participate in the Plan upon completion of a year of service and
attaining age 21. All affiliate banks are participants in the
Plan. The Plan is administered by a Committee appointed by the
Board of Directors of the Corporation.
No contributions are made to the ESOP by the employees. All
contributions are made by the Corporation, and the amount thereof
is determined annually by the Board of Directors of the
Corporation. The Trustee of the ESOP Trust is authorized to
borrow funds upon terms and conditions not inconsistent with
Section 4975 of the Internal Revenue Code and the regulations
thereunder, for the purpose of purchasing stock of the
Corporation, from the Corporation or any shareholder. In the
event that such a loan is obtained, the employer contributions
must be made in an amount sufficient to amortize the loan.
Otherwise, employer contributions may be paid in the form of cash
or shares.
At the present time, the ESOP Trust holds 162,375 shares of
Wesbanco Common Stock. The ESOP Trustee has currently
outstanding $97,155.00 borrowed from an affiliated financial
institution. The loan originated in 1995 and is structured as a
revolving line of credit, and the unpaid balance is amortized
over a five-year period at an interest rate equal to the lender's
base rate. Wesbanco is required to make annual payments to
principal equal to 20% of the January 1st balance each year. Any
balance due at maturity will be paid in full or refinanced. The
ESOP Trustee pledged the shares of employer securities purchased
with the proceeds of the loan as security for the loan.
<PAGE> 15
Wesbanco guaranteed the loan issuing a contribution commitment letter.
As such securities are allocated to the accounts of participating
employees, and the loan balance paid down, they will be released
by the secured party.
Employer securities purchased with the proceeds of the loan
are placed in a suspense account and released, prorata, from such
suspense account under a formula which considers the amount of
principal and interest paid for a given period over the amount of
principal and interest anticipated to be paid for that period and
all future periods. Shares released from the suspense account,
employer contributions, if any, and forfeitures are each allocated,
prorata, subject to limits imposed by the Code, to the accounts of
individual participants under a format which considers the amount
of the participant's compensation over the aggregate compensation
of all participants.
Participants become vested in their accounts upon retirement,
death or disability or upon completion of five years of service
from and after December 31, 1986, or, with respect to affiliate banks,
five years from the date of initial participation. Distributions upon
retirement, death or disability are normally made in the form of
substantially equal annual installments over a period of 10 years
commencing as soon as practicable after such retirement, death or
disability. Distributions upon other separation from service are
normally made in the form of installments commencing upon the earlier
of the date the former employee attains age 65, his or her death, or
after a one year break in service. With the consent of the Committee,
distributions may be made in the form of a lump sum. Participants may
demand distributions in the form of whole shares of employer securities.
If demand is not timely made, however, distributions may be made in cash.
The assets of the ESOP Trust will be invested and accounted
for primarily in shares of employer securities. However, from
time to time, the ESOP Trustee may hold assets in other forms,
either (i) as required for the proper administration of the ESOP
or (ii) as directed by participants as set forth in Section
401(a)(28) of the Code.
During the year 1997, Wesbanco contributed a total of $490,000.00
to the ESOP on behalf of its employees.
The following table sets forth, with respect to those persons
named in the Compensation Table, and for all executive officers as a
group, the number of shares of the Corporation's common stock allocated
to such individuals during 1997:
Value of
Name Shares Allocated Allocated Shares
- ---- ---------------- ----------------
Edward M. George 209 $ 6,270
Paul M. Limbert 209 $ 6,270
Dennis P. Yaeger 209 $ 6,270
Jerome B. Schmitt 205 $ 6,150
Frank R. Kerekes 174 $ 5,220
Officers of the 2,027 $ 60,810
Corporation
(18 persons)
as a group
The KSOP feature of the Plan permits participants to make
pre-tax elective contributions through payroll deductions in
increments of 1% of compensation up to a maximum of 15% of
compensation, subject to certain maximum dollar limitations
imposed by the Internal Revenue Code (i.e. for 1998 the maximum
amount is $10,000.00). The Corporation provides matching
contributions on a quarterly basis subject to certain limitations.
The Corporation's matching contribution is 50% of the first 2%
of compensation electively deferred, and 25% of the next 2%
of compensation electively deferred. No matching contributions
are made by the Corporation for elective deferrals in excess
of 4% of compensation.
Employees are 100% vested in all pre-tax elective deferrals,
or contributions, to the Plan and likewise are 100% vested in all
matching employer contributions. KSOP contributions are invested
by the employee selecting the percentage of contributions to be
invested among seven (7) different investment funds.
Contributions in the amount of $235,492.36 were made by the
Corporation under the KSOP matching feature during 1997.
Meetings of Board of Directors and
Committees and Compensation of Members
--------------------------------------
The Board of Directors of the Corporation meets bimonthly,
and the Executive Committee of the Corporation meets monthly.
Fees paid for attendance at Board meetings and meetings of the
Executive Committee
<PAGE> 16
are $300.00. The Directors receive an annual fee of $2,000.00
payable quarterly at the rate of $500.00 per quarter. During 1997,
the Board of Directors of the Corporation held six regular meetings
and one special meeting. Directors of the Corporation are paid a
fee of $200.00 for attendance at meetings of special committees of
the Corporation. Fees in the total amount of $82,100.00 were paid
to Directors for attendance at meetings of the Board of Directors
of the Corporation and at meetings of all Committees of the Corporation
during the year 1997. In addition, fees in the aggregate amount of
$40,900.00 were credited to the accounts of those Directors who have
elected to participate in the Directors Deferred Compensation Plan of
the Corporation, pursuant to which payment of fees for attendance at
meetings of the Board of Directors and committees established by
the Board may be deferred and deemed invested in Wesbanco Common
Stock or in a money market rate of interest account.
The Corporation does have a standing Compensation Committee.
The members of the Corporation's Compensation Committee include
James C. Gardill, Roland L. Hobbs, Robert H. Martin, Carter W.
Strauss, Christopher V. Criss, George M. Molnar, Reed J. Tanner,
Richard K. Riederer, Eric Nelson and William E. Witschey. The
Compensation Committee met three times during the year. The
principal functions of the Committee are to review and approve
salary adjustments for officers, bonus recommendations, executive
compensation, and overall salary and benefit costs.
The Corporation does have a standing Nominating Committee.
Members of the Corporation's Nominating Committee are Roland L.
Hobbs, James C. Gardill, Edward M. George, and Eric Nelson. The
Committee meets only when vacancies are to be filled and one
meeting was held during the year 1997. The principal function of
the Committee is to recommend individuals for election to the
Board of Directors. Security holder nominations may be considered
by the Committee if made in accordance with the Bylaw requirements.
See "Stockholders Intending to Nominate Candidates for Election to
Board of Directors Must Give Notice to Corporation."
The Corporation does have an Audit Committee, the members of
which in 1997 were Carter W. Strauss, Chairman, Ray A. Byrd, D.
Duane Cummins, James D. Entress, Frank K. Abruzzino, William E.
Witschey, Thomas M. Hazlett and Rizal V. Pangilinan. The principal
functions of the Audit Committee are to confer with the independent
accountant and the Internal Auditor of the Corporation and the
affiliate banks, and to review and assess the interim and year-end
audit reports and the reports of the examinations made by the Federal
and State Bank Examiners and other regulatory authorities. The
Committee had four meetings during 1997. The Corporation's independent
accountant attended all the meetings, and all of the meetings were
attended by the Internal Auditor for the Corporation and its affiliate
banks. These meetings were devoted, for the most part, to reviewing and
discussing the reports and recommendations of Ernst & Young LLP concerning
the interim and year-end audits, and the reports of the Internal Auditor
concerning the results of the examinations of the accounting controls and
procedures followed by the Internal Audit Department. Various other
matters pertaining to the business and operations of the Corporation
received attention by the Committee throughout the year, including the
scope of the audits, review of nonperforming credits, consideration of
financial statements, internal control procedures, loan policies
and loan loss reserves.
Stockholders Intending to Nominate Candidates for
Election to Board of Directors Must Give Notice to Corporation
--------------------------------------------------------------
Under Section 2 of Article III of the bylaws of the Corporation, any
stockholder who intends to nominate, or cause to have nominated, a
candidate for election to the Board of Directors (other than any candidate
proposed by the Board of Directors) shall so notify the Secretary of the
Corporation in writing not less than thirty (30) days prior to the date of
any meeting of the stockholders at which Directors are to be elected, or
five (5) days after the giving of notice of such meeting, whichever is later.
Only candidates nominated in accordance with this section, other than
candidates nominated by the Board of Directors, shall be eligible for
election to the Board of Directors.
Proposal to Amend the Articles of Incorporation to
Increase the Number of Authorized Shares
---------------------------------------------------
Description of Proposed Amendment
- ---------------------------------
Wesbanco's Board of Directors, at a meeting held on February 19, 1998,
unanimously adopted resolutions approving and recommending to the
Stockholders for their adoption an Amendment to the Articles of
Incorporation ("Articles") of Wesbanco. This Amendment provides that
Article IV of the Restated Articles of Incorporation be amended in
order to increase the number of authorized shares of Wesbanco from
25,000,000 shares of common stock at a par value of $2.0833 each to
50,000,000 shares of authorized common stock at a par value of $2.0833 each.
Specifically, Article IV of the Articles, which now reads as follows:
"IV. The total number of shares of all classes of capital
stock with which the Corporation shall have authority to issue
shall be 26,000,000 shares, which shall be divided
<PAGE> 17
into 25,000,000 shares of common stock, of the par value of
$2.0833 per share, and 1,000,000 shares of preferred stock,
without par value.
(1) The designations, powers, rights and preferences, and
the qualifications, limitations and restrictions, of the preferred
stock shall be as fixed and determined, from time to time, by the
Board of Directors, and the Board of Directors is authorized and
empowered at any time, and from time to time, to direct and provide
for the issuance of shares of preferred stock in one or more classes
or series, with such voting powers, full or limited, but not to exceed
one vote per share, or without voting powers, and with such dividend
rights, rates and conditions, and such designations, preferences
and relative participating, optional or other special rights, and
qualifications, limitations, or restrictions thereof, as shall be
fixed and determined by the Board of Directors, by resolutions duly
adopted."
would be amended and restated to read:
"IV. The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue shall be 51,000,000
shares, which shall be divided into 50,000,000 shares of common stock,
of the par value of $2.0833 per share, and 1,000,000 shares of preferred
stock, without par value.
(1) The designations, powers, rights and preferences, and the
qualifications, limitations and restrictions, of the preferred stock
shall be as fixed and determined, from time to time, by the Board of
Directors, and the Board of Directors is authorized and empowered at
any time, and from time to time, to direct and provide for the issuance
of shares of preferred stock in one or more classes or series, with
such voting powers, full or limited, but not to exceed one vote per
share, or without voting power, and with such dividend rights, rates
and conditions, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be fixed and determined
by the Board of Directors, by resolutions duly adopted."
The proposed increase in the authorized common stock has
been recommended by the Board of Directors to assure that an
adequate supply of authorized, unissued shares is available for
general corporate needs, such as future stock dividends or stock
splits, acquisitions, dividend reinvestment plan and for other
general corporate purposes, without the expense and delay
incidental to obtaining shareholder approval of an amendment to
the Articles increasing the number of authorized shares at the
time of such action, except as may be required for a particular
issuance by applicable law or by the rules of any stock exchange
on which the Corporation's securities may then be listed. At
this time the Board may use approximately 150,000 of the
additional shares for the Key Executive Incentive Bonus and Option
Plan. This plan is being proposed for Stockholder approval in these
proxy materials. See discussion under caption entitled "Proposal to
Adopt and Approve a Performance Based Key Executive Bonus and Option
Plan".
If the proposed amendment is approved by the shareholders,
the additional shares of common stock so authorized could be
issued, at the discretion of the Board, for any proper corporate
purpose, without further action by the shareholders other than as
may be required by applicable law. Existing shareholders do not
have preemptive rights with respect to future issuances of common
stock by the Corporation and their interest in the Corporation
could be diluted by such issuance with respect to any of the
following: earnings per share, voting, liquidation rights and
book and market value. Accordingly, the Board of Directors will,
in the exercise of their fiduciary duties to the shareholders,
weigh all the factors carefully, together with the needs and
prospects of the Corporation, before committing to the issuance
of further shares not requiring shareholder approval.
Proposal to Adopt and Approve a
Performance Based Key Executive Bonus and Option Plan
-----------------------------------------------------
Key Executive Incentive Bonus and Option Plan
The Board of Directors of the Corporation adopted and
approved effective February 19, 1998 (the "Effective Date"),
subject to the approval of the Corporation's stockholders, a new
compensation plan to be sponsored and maintained by the
Corporation, to be known as the Wesbanco, Inc. Key Executive
Incentive Bonus and Option Plan (the "Incentive Plan"). The
Incentive Plan will replace the Corporation's existing annual
Bonus Plan. See "Description of Bonus Plan". The following
summary of the Incentive Plan is qualified in its entirety by
reference to the complete text of the Incentive Plan, which is
attached as Appendix A.
<PAGE> 18
Performance Based Compensation. The Incentive Plan is
designed to pay incentive compensation, in the case of Annual
Bonus or Long term Bonus (as described below under "Structure of
the Plan"), or permit vesting of Stock Options (described below
under "Structure of the Plan") if the Committee (defined below at
"Administration") determines, after review of all applicable
measurements and circumstances, predetermined performance goals
are actually achieved. If the Committee determines that
applicable performance goals have not been met for a particular
measurement period, no incentive compensation will be paid and/or
no options will become vested with respect to that measurement
period. The Incentive Plan is designed to pay performance based
compensation within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), although the
limitation imposed on deductible compensation by Section 162(m)
of the Internal Code is not an active concern for the Corporation
at the present time. In this regard, the approval requested of
the shareholders is shareholder approval within the meaning of
Section 162(m) of the Code, including approval of the following
types of performance goals, any one or more of which the
Committee may use to set performance goals in respect to which
compensation may be excepted from the limitation imposed by
Section 162(m) of the Code: earnings per share, return on assets,
return on equity, net interest margin, budgeted net income,
growth in loans and/or deposits, efficiency ratio, ratio of
operating expenses to average assets, net charge offs, non-
performing assets/loans+OREO, reserves, non-performing loans,
adherence to criteria set forth in budgets. The Committee may
look to other performance criteria, including performance indices
individualized to particular positions but, to the extent
personal indices or criteria not set forth in the foregoing
listing are used for performance goals, the incentive
compensation, if any, paid with respect to those performance
goals will not be intended to qualify for exemption from the
limitation of Section 162(m) of the Code under Treas. Reg. 1.162-27(e).
Administration. The Incentive Plan will be
administered by the Compensation Committee of the Board of
Directors of the Corporation which, as described at "Compensation
Committee Report" on page 11, is composed of two or more outside
directors not eligible to participate in the Incentive Plan (the
"Committee"). The Board of Directors of the Corporation will be
involved in the operation of the Incentive Plan to the extent of
determining whether Annual Bonus awards will be made for a
particular fiscal year and/or whether Long Term Bonus awards will
be made available for a particular series of fiscal years and
informing the Committee of the Board's priorities as to
performance goals. The Committee will make awards and determine
the amount, terms and conditions of each such award as well as
the respective performance goals to be achieved in each period by
the participants. The Committee shall have the sole discretion to
interpret the Incentive Plan, establish and modify administrative
rules, impose conditions and restrictions on awards, and take
such other actions as it deems necessary or advisable, including,
but not limited to, considering the effect, if any, of
extraordinary items or special circumstances on the ability of
one or more participants (each a "Key Employee") to achieve
performance goals for a period. The Committee may, in its
discretion, waive or modify the terms and conditions of any
previously made award to be more favorable to the Key Employees
if the Committee determines a modification appropriate. The
Committee need not be uniform in its determinations among Key
Employees. The Incentive Plan is intended to further the
business plans of the Corporation and, in coordinating the
business plan and the setting of performance goals, the Committee
may discuss the business plan with management of the Corporation.
In addition, preparation of award agreements and ministerial
tasks may be delegated to employees of the Corporation.
Amount of Stock. The Incentive Plan provides for
awards of up to 150,000 shares of Common Stock. The number of
shares available for issuance under the Incentive Plan shall be
subject to anti-dilution adjustments upon the occurrence of
significant corporate events. The shares to be offered under the
Incentive Plan will be either authorized and unissued shares or
issued shares which have been reacquired by the Corporation.
Eligibility and Participation. All officers and key
employees of the Corporation or any subsidiary will be eligible
to participate, including officers who are also directors of the
Corporation or its subsidiaries. The Compensation Committee
shall determine from time to time which officers and key
employees will be eligible to receive awards (a "Key Employee")
under the Incentive Plan as well as the type, form, terms and
conditions of all such awards. Inclusion as a Key Employee at
one time or for one purpose does not ensure that Key Employee of
additional or other awards.
Amendment or Termination. The Incentive Plan has no
fixed expiration date. The Committee will establish expiration
and exercise dates on an award-by-award basis.
Structure of Incentive Plan. The Incentive Plan
consists of three portions: the Annual Bonus Portion, the Long
Term Bonus Portion and the Stock Option Portion. A Key Employee
may participate in one or more portion simultaneously.
1. Annual Bonus Portion. The Annual Bonus Portion
provides a participating Key Employee an opportunity to earn
incentive compensation, if any, based on the actual achievement
of performance goals set for that Key Employee over a fiscal year
of the Corporation. Performance goals may be based on the
performance of the Corporation as a whole, of one or more
subsidiaries or individual business operation of the Corporation
or performance indices individualized for a particular position
or a combination of the foregoing. Incentive
<PAGE> 19
Compensation opportunities under the Annual Bonus Portion will generally
be set in cash but may be a combination of cash and Common Stock.
Incentive Compensation under the Annual Bonus Plan will be paid
to Key Employees in a single distribution after the end of the
fiscal year with respect to which it was earned.
2. Long Term Bonus Portion. The Long Term Bonus
Portion provides a participating Key Employee an opportunity to
earn incentive compensation, if any, based on the actual
achievement of performance goals set for that Key Employee over
several fiscal years of the Corporation. Performance goals set
for any Key Employee may be based on the performance of the
Corporation as a whole or of any subsidiary or business operation
of the Corporation or performance indices individualized for a
particular position or a combination of the foregoing. Incentive
Compensation opportunities under the Long Term Bonus Portion will
generally be set in a combination of cash and Common Stock but
may be set in all cash or all Common Stock. The number of fiscal
years to be measured for a particular period under the Long Term
Bonus Portion is not set under the Plan and the number of years
will be determined from time to time by the Committee.
Incentive Compensation under the Long Term Bonus Portion will be
paid to Key Employees who are then employees of the Corporation
(except if a termination of employment was for reason of death,
disability or retirement) in three equal annual installments with
the first installment payable in the year after the end of the
measurement period.
3. Stock Options. The Committee may grant to a Key
Employee stock options which do not qualify as incentive stock
options ("non-qualified stock options"). The terms and
conditions of stock option grants including the quantity, price,
waiting periods, and other conditions on exercise will be
determined by the Committee but the exercise price per share will
not be less than the fair market value of a share on the date of
the grant. Options will become vested, if at all, over a period
of time determined by the Committee based on the actual
achievement of performance goals set by the Committee at the time
of grant. Generally, stock options will not vest or be
exerciseable after a Key Employee separates from service unless
that separation was for reason of death, disability or
retirement. Subject to the Committee's discretion, payment for
shares of Common Stock on the exercise of stock options may be
made in cash, shares of Common Stock, a combination of cash and
shares of Common Stock or in any other form of consideration
acceptable to the Committee (including one or more "cashless"
exercise forms).
Change in Control Consequences. Under the Incentive
Plan, if a Change in Control occurs, all stock options become
vested and exerciseable and all opportunities for Annual Bonus
and Long Term Bonus will be deemed earned and be immediately
payable. For purposes of the Incentive Plan, a Change in Control
will be deemed to have occurred if any person or group acquires
20% or more of the outstanding voting securities of the
Corporation, more than one third of the members of the Board of
Directors cease to be directors during a performance measurement
period under the Long Term Portion (other than members replaced
by the then Board of Directors) or any other event which would be
regarded as a change in control by the Securities and Exchange
Commission.
Federal Income Tax Consequences. The following is a
summary of the principal federal income tax consequences of
Incentive Plan benefits under present tax law. The summary is
not intended to be exhaustive and, among other things, does not
describe state, local or foreign tax consequences.
1. Stock Option Portion. No tax is incurred by a Key
Employee, and no amount is deductible by the Corporation, upon
the grant of a nonqualified stock option. At the time of
exercise of such an option, the difference between the exercise
price and the fair market value of the Common Stock will
constitute ordinary income to the participant. The Corporation
will be allowed a deduction equal to the amount of ordinary
income recognized by the participant.
2. Annual Bonus and Long Term Bonus Portions. No
tax is incurred by a Key Employee, and no amount is deductible by
the Corporation, upon the award of an opportunity to earn
incentive compensation under either or both the Annual Bonus or
Long Term Bonus Portion. A Key Employee will have ordinary income
for federal income tax purposes in an amount actually distributed
to him or her in his or her tax year in which the distribution is
made. For this purpose, shares of Common Stock included in any
payment will be valued at their then fair market value. The
Corporation will be entitled to a deduction in the same amount
and, generally, at the same time as the Key Employee must
recognize income. However, if the payment is made within seventy
five (75) days of the end of a fiscal year, the Corporation may
take its deduction in the fiscal year prior to actual payment.
Proposals of Stockholders for
Presentation at Next Year's
Annual Meeting, to be Held April 21, 1999
-----------------------------------------
Proposals which stockholders intend to present at next
year's annual meeting, to be held on Wednesday, April 21, 1999,
will be eligible for inclusion in the Corporation's proxy
material for that meeting if they are submitted to the
Corporation in writing not later than November 21, 1998. A
proponent may submit only one proposal. At the time of the
submission of a proposal, a stockholder also may submit a written
statement in support
<PAGE> 20
thereof for inclusion in the proxy statement for the meeting,
if requested by the proponent; provided, however, that a proposal
and its supporting statement in the aggregate shall not exceed 500 words.
Independent Accountant
----------------------
Ernst & Young, LLP served as accountant for the Corporation
and all affiliates for the year 1997. Price Waterhouse
previously served as accountant for a number of years prior
thereto. The services rendered by Ernst & Young during the year
1997 consisted of auditing and tax services primarily, and
involved the Corporation's acquisition program as well as the
examination of the financial statements and reports of the
Corporation and its subsidiary banks. It is expected that a
representative of the accounting firm will be present at the
stockholders meeting. Such representative will have the
opportunity to make a statement if such representative desires to
do so, and will be available to respond to appropriate questions
from the stockholders who are present.
Matters to be Considered at the Meeting
---------------------------------------
The management has no knowledge of any matters, other than
those referred to above, which will be presented for
consideration and action at the meeting. As set forth in the
Notice of the meeting, however, the stockholders will have the
right to consider and act upon such other matters as properly may
come before the meeting, and the enclosed form of proxy confers,
upon the holders thereof, discretionary authority to vote with
respect to such matters. Accordingly, if any such matters are
presented, the holders of the proxies will vote the shares of
stock represented thereby in accordance with their best judgment.
By order of the Board of Directors.
JAMES C. GARDILL
Chairman of the Board
Wheeling, West Virginia
March ___, 1998.
<PAGE> 21
APPENDIX A
WESBANCO, INC.
KEY EXECUTIVE
INCENTIVE BONUS & OPTION PLAN
as adopted February 19, 1998
<PAGE> 22
WESBANCO, INC.
KEY EXECUTIVE
INCENTIVE BONUS & OPTION PLAN
INTRODUCTION
------------
The purposes of the WesBanco, Inc. Key Executive
Incentive Bonus & Option Plan are to enhance shareholder value
and to contribute to the growth of WesBanco, Inc., its
subsidiaries and affiliates by:
1. directing the planning, implementation and
supervisory efforts of Key Executives toward the achievement
of strategic, financial and individual goals determined by
the Board of Directors of the Company to be in the best
interests of the Company and its shareholders over annual
and multi-year planning cycles;
2. requiring Key Executives to position the Company,
in light of changing business conditions and the Company's
business plans, to succeed over annual and multi-year
business horizons;
3. placing a significant portion of the compensation
of Key Executives at risk in the event Performance Goals are
not met and, thereby, provide substantial incentive to
achieve annual and longer term goals;
4. identifying the interests of Key Executives more
closely with those of shareholders by denominating
compensation at least in part in Shares of Common Stock and
options to purchase Shares of Common Stock; and
5. providing the Company with a flexible compensation
arrangement to use as a tool to attract and retain Key
Executives of outstanding competence.
The Plan is designed to accomplish its purposes by
providing financial rewards to participants if, but only if, pre-
established financial and/or personal goals are achieved. The
Plan has three portions: an Annual Bonus Portion, a Long Term
Bonus Portion and a Stock Option Portion. The Annual Bonus
Portion offers Participants opportunities for Incentive
Compensation generally denominated in cash, based on the degree
of attainment of corporate and/or personal goals over one fiscal
year. The Long Term Bonus Portion offers Participants
opportunities for Incentive Compensation denominated, generally
in cash and Shares of Common Stock, based on the degree of
attainment of corporate and/or personal goals over more than one
fiscal year. The Stock Option Portion permits the Compensation
Committee to award options which will become vested, if at all,
based on attainment of performance goals.
Participation in any portion of the Plan will be
limited to those executive level employees of the Company
(including in that term executive level employees of any
subsidiary of the Company) who are in a position to directly
influence the achievement of goals set by the Board. The Plan is
not intended to be a broad based arrangement. Further, in
recognition that certain executives may be in a position to have
more influence over attainment of certain goals, the Plan does
not require that all Performance Goals or Performance Levels be
uniform for all Key Executives. In addition, in recognition that
certain executives may be able to influence the outcome of
certain goals set for a particular Fiscal Year but not for a
period longer than a Fiscal Year, a Key Executive may be made
eligible for an Annual Bonus but not for a Long Term Bonus and/or
Stock Options or, in the alternative, for a Long Term Bonus or
Stock Options but not an Annual Bonus. Inclusion in one portion
of the Plan or for any one year is no assurance of future
eligibility by a particular Key Executive for any other portion
or any other year or Incentive Cycle. Accordingly, opportunities
to earn Incentive Compensation as well as the individual and
collective goals to be met to realize Incentive Compensation, as
Annual Bonus or Long Term Bonus or to vest Stock Options under
the Plan, may vary from Key Executive to Key Executive.
The Annual Bonus Portion focuses on the business plan
for the next Fiscal Year and sets goals to be achieved in that
Fiscal Year. If the goals are met, Incentive Compensation for
the Annual Bonus portion is paid
<PAGE> 23
primarily in cash. On the other hand, Long Term Bonus focuses
on the business plan over several successive Fiscal Years. If
goals are met over the measurement period, Long Term Bonus is
paid in the form of a combination of stock and cash.
The number of years under consideration for a Long Term
Bonus is referred to as an "Incentive Cycle". It is intended
that an Incentive Cycle will be formed each year for the number
of years for which a reasonably thorough business plan can be
prepared. At the adoption of the Plan, the appropriate number
of years to be included in an Incentive Cycle is believed to be
three but the Plan allows the Compensation Committee to elect, in
its discretion exercised at the formation of each Incentive
Cycle, to include more or fewer years in an Incentive Cycle.
For the Long Term Bonus Portion, Incentive Compensation
is denominated as a "Unit", that is, the basic unit of Incentive
Compensation expressed in terms of dollars and whole or
fractional Shares. Moreover, at the adoption of the Plan, it is
believed that the appropriate composition of each Unit should be
a combination of Shares and cash so that any income tax
obligations of Key Executives in connection with the Plan may be
settled without resort to sale of Shares.
Stock Options are granted at the discretion of the
Compensation Committee, each with an exercise price equal to the
then fair market value of a share of Common Stock. The
Compensation Committee shall set a vesting schedule with vesting
in years following the grant of the Stock Option based upon
attainment in each such year of performance goals set for that
year under the Annual Bonus Plan (or if no Annual Bonus Plan is
in effect for that year, performance goals set specifically for
the Stock Option Portion.)
The Board of Directors, in consultation with management
and in connection with the Company's ongoing business planning
processes, will direct which goals are to be achieved over the
ensuing Fiscal Year for purposes of the Annual Bonus and Stock
Option Portions and for the longer Incentive Cycle for purposes
of the Long Term Bonus. The Compensation Committee will
determine and set the following to be consistent with the Board's
directions:
(a) Performance Goals appropriate to the Board's directions;
(b)the composition of Units used to denominate Incentive
Compensation opportunities for the Long Term Bonus;
(c) Threshold, Target and Superior levels of
achievement with respect to Performance Goals for the Annual
and Long Term Bonus, respectively;
(d) Incentive Compensation, expressed in Units for Long
term Bonus and dollars for Annual Bonus, which may be
distributed to each Key Executive, in the event Threshold,
Target or Superior Performance Levels are achieved; and
(e) whether Stock Options will be granted in that year
and, if so, in what amount and to what Key Employees.
The Compensation Committee will then communicate with the Key
Executive and cause the execution and delivery of such documents
as may be required to implement the Plan for the Fiscal Year for
Annual Bonus and Stock Option purposes and the Incentive Cycle
for Long Term Bonus purposes.
At or after (but not more than seventy five days after)
the end of a particular Fiscal Year and/or an Incentive Cycle,
the Compensation Committee, after review of financial and other
information appropriate to determining whether Performance Goals
have been met for that Fiscal Year or Incentive Cycle, including,
but not limited to, extraordinary items and/or special
circumstances, and taking such other actions as the Compensation
Committee shall deem appropriate, will:
<PAGE> 24
(i) determine the level of actual achievement of
Performance Goals, taking into account, to the extent the
Committee deems appropriate in its sole judgment,
extraordinary items and/or special circumstances which
affected or may have affected the ability of one or more of
the Key Executives to achieve one or more of the Performance
Goals;
(ii) determine the Incentive Compensation, if any, to
be distributed to each Key Executive participating in the
Plan as Annual Bonus for a particular Fiscal Year or Long
Term Bonus for that Incentive Cycle and the vesting, if any,
with respect to any previously granted Stock Options; and
(iii) direct the commencement of installment
distributions of Incentive Compensation which may have been
earned under the Plan as Long Term Bonus with respect to
that Incentive Cycle.
To accommodate the changing nature of the Company's
business and the adjustments to business objectives from year to
year, as well as to provide continuous incentive to achieve those
objectives and to offset the effects of business anomalies, the
Long Term Bonus Portion is designed to form a new Incentive Cycle
each year and to have that Incentive Cycle overlap with the
Incentive Cycles for the preceding and subsequent years. For
example, an Incentive Cycle formed to commence as of January 1,
1998 and to end as of December 31, 2000, will overlap with two
Fiscal Years of an Incentive Cycle, if formed, to begin on
January 1, 1999 and to end on December 31, 2001 and with one
Fiscal Year of an Incentive Cycle, if formed, to begin on January
1, 2000 and to end on December 31, 2003. Each Incentive Cycle,
if formed, will be formed independently of any other Incentive
Cycle and Incentive Compensation for any Incentive Cycle will be
determined with respect to only that Incentive Cycle. In this
regard, the rolling three year Incentive Cycles are intended as a
complement to the Annual Bonus portion of this Plan.
Incentive Compensation for both the Annual Bonus and
the Long Term Bonus will be determined by the Compensation
Committee within seventy-five (75) days of the end of that
Incentive Cycle. Incentive Compensation earned as Annual Bonus
will be paid in a single sum as soon as practicable after its
determination. Incentive Compensation earned with respect to a
particular Incentive Cycle will be distributed in three (3)
substantially equal annual installments. The payment of
Incentive Compensation and of each installment is contingent upon
a Key Employee's being an employee of the Company on the date of
distribution, except if the cessation of employment is related to
death, disability or retirement of that Key Employee.
Stock Options, to the extent vested and exerciseable,
can be exercised in accordance with the terms and conditions set
forth in the stock option agreement which evidences those Stock
Options.
In order to facilitate the administration of the Plan,
the Plan contemplates that the Compensation Committee may
delegate ministerial functions, such as preparation of documents
and notices, withholding for required taxes and delivery of
distributions authorized under the Plan, to such members of the
management of the Company as the Compensation Committee shall
deem appropriate.
The foregoing Introduction is included in this Plan
document for descriptive purposes only and the Plan's provisions
which follow shall control over the Introduction. As used in the
Introduction, initially capitalized terms shall have the meanings
assigned thereto under the Plan.
ARTICLE I
DEFINITIONS
-----------
1.1 "Annual Bonus" shall mean the amount of Incentive
Compensation which may be earned by a particular eligible Key
Executive based on performance for a particular Fiscal Year.
1.2 "Cause" shall mean a Key Executive's (i)
conviction for a felony (or of a lesser included offense
following indictment and entry of a guilty plea), (ii) continued
failure, after thirty (30) days written notice from the Company,
to render service to the Company as required under the terms and
conditions of his or her employment or (iii) persistent
negligence and dereliction of duty which shall include, but shall
not be limited to, the
<PAGE> 25
Key Executive's frequent failure to perform properly assigned tasks
or violation of the Company's drug and alcohol policies.
1.3 "Beneficiary" shall mean the person or persons a
Key Executive has designated by filing an election with the
Administrative Committee, substantially in the form of Schedule A
attached hereto to receive his or her Incentive Compensation, to
the extent payable, in the event of his or her death. If no
Beneficiary has been designated, or if a Key Executive's
Beneficiary has predeceased the Key Executive, the Key
Executive's spouse or, if none, the Key Executive's children per
stirpes, or, if none, the Key Executive's estate, shall be deemed
to be the Key Executive's Beneficiary.
1.4 "Board of Directors" or "Board" shall mean the Board
of Directors of WesBanco, Inc.
1.5 "Common Stock" shall mean common stock, par value
$2.0833 per share, of WesBanco, Inc.
1.6 "Company" shall mean WesBanco, Inc., a West
Virginia corporation, its subsidiaries, and the affiliates,
subsidiaries, successors and assigns of the Company.
1.7 "Compensation Committee" or "Committee" shall
mean the Compensation Committee of the Board of Directors of
WesBanco, Inc., provided, however, no member of the Compensation
Committee who is or at any time during the then past year has
been a Key Executive or is then under consideration to become a
Key Executive shall be permitted to participate in the discussion
of or vote on his or her participation in the Plan or any
Incentive Compensation which he or she may receive hereunder or
to assist in the administration of the Plan and to the extent
necessary to supplement the foregoing, each member of the
Compensation Committee eligible to participate in the
administration of this Plan shall be a "disinterested person"
within the meaning of Section 16b-3 of the Securities Exchange
Act of 1934, as amended, and the regulations promulgated
thereunder, and provided, further, participation by such person,
directly or indirectly, in the preparation or review of all or
any portion of the Company's business plan, analysis or forecast
shall not be regarded as participating in a discussion or voting
on Incentive Compensation under the Plan.
1.8 "Disability" shall mean the inability of a
Key Employee due to mental or physical defect or disease to
perform the services required of the Key Employee in the position
he or she held prior to the manifestation of that defect or
disease.
1.9 "Fair Market Value" shall mean, as of a
relevant date, the reported closing price of a share of Common
Stock on the business day immediately preceding that date.
1.10 "Fiscal Year" shall mean the twelve month
period used by the Company for financial reporting purposes
which, as of the date of adoption hereof, is the calendar year.
1.11 "Incentive Compensation" shall mean the
distribution, if any, a Key Executive is or may become entitled
to receive under the terms of this Plan as Long Term Bonus for a
particular Incentive Cycle and/or Annual Bonus for a Fiscal Year.
1.12 "Incentive Cycle" shall mean the number of
Fiscal Years over which an opportunity to earn Long Term Bonus
will be measured. At the adoption of the Plan, the number of
Fiscal Years deemed appropriate is three (3) but the Compensation
Committee may include more or fewer years at the formation of a
particular Incentive Cycle.
1.13 "Key Executives" shall mean those employees
of the Company who, with respect to a particular Plan Year, are
deemed to hold positions which may substantially influence the
attainment of Performance Goals. Employees designated as Key
Employees for the Annual Bonus and/or Long Term Bonus purposes,
may or may not, in the discretion of the Committee be eligible to
earn Incentive Compensation under the other portion of this Plan
and may or may not be eligible to earn Incentive Compensation in
future years under any portion of this Plan.
<PAGE> 26
1.14 "Long Term Bonus" shall mean the amount of
Incentive Compensation which may be earned by a particular
eligible Key Employee for a particular Incentive Cycle.
1.15 "Plan" shall mean this WesBanco, Inc. Key
Executive Incentive Plan, as amended and in effect from time to
time and as interpreted and/or administratively supplemented by
the Compensation Committee under the terms of this Plan from time
to time.
1.16 "Performance Goals" shall mean those goals,
described in terms of financial results, operational achievements
or individual objectives, or any combination thereof, to be
achieved for Annual Bonus purposes, over a particular Fiscal Year
or for Long Term Bonus purposes, over a particular Incentive
Cycle, as may be set by the Compensation Committee to implement
the Board's directions for that Fiscal year or Incentive Cycle,
respectively.
1.17 "Performance Levels" shall mean the relative
level of achievement of Performance Goals. Performance Levels
shall be set as Threshold for acceptable performance, Target for
meeting expectations and Superior for exceeding expectations.
1.18 "Retirement" shall mean the cessation of
employment with the Company after fifteen (15) years of service.
1.19 "Shares" shall mean one or more (as
indicated) shares of Common Stock.
1.20 "Stock Option" shall mean the right to
purchase a share of Common Stock for the exercise price indicated
on the date of grant of such Stock Option.
1.21 "Unit" shall mean the smallest unit of
measurement of Incentive Compensation opportunities and may be
comprised of an amount of cash, one or more Shares or a
combination of cash and Shares.
ARTICLE II
ADMINISTRATION
--------------
2.1 Board of Directors. The Board of Directors shall
have the authority and responsibility to determine from year to
year whether Annual Bonus opportunities shall be available for
the ensuing Fiscal Year and/or whether Long Term Bonus
opportunities will be available for an Incentive Cycle. If the
Board determines it appropriate to form an Incentive Cycle for
Long Term Bonus purposes and/or to make Annual Bonus
opportunities available for the ensuing Fiscal Year, the Board
shall direct the Compensation Committee's attention to the
results the Board believes important for the Company to achieve
during that Incentive Cycle or Fiscal Year. With respect to
results to be achieved, it is intended that the Board will give
qualitative directions, generally providing priorities among the
Company's several operations.
2.2 Compensation Committee. The Compensation
Committee shall have the authority and responsibility to:
(a) adopt, amend and rescind rules and regulations
relating to the Plan and its operation and administration;
(b) interpret the Plan;
(c) execute and deliver documents deemed necessary to
implement, operate or administer the Plan;
(d) set Performance Goals (Threshold, Target and
Superior) for Key Executives with respect to a Fiscal Year
and/or an Incentive Cycle;
<PAGE> 27
(e) determine which executive employees of the Company
will be Key Executives participating in the Plan for a
particular Fiscal Year and/or Incentive Cycle and, if
applicable, determine whether an employee hired during a
Fiscal Year or Incentive Cycle will be a Key Executive for
that Fiscal Year and/or Incentive Cycle;
(f) determine the opportunity to earn Incentive
Compensation to be provided to individuals deemed Key
Executives for that Fiscal Year and/or Incentive Cycle, as
applicable;
(g) determine the compensation of Units for that
Incentive Cycle;
(h) set the amount of Incentive Compensation, expressed
in dollars for Annual Bonus and Units for Long Term Bonus,
which may be earned by each Key Executive for any Fiscal
Year and/or Incentive Cycle at the respective Performance
Levels;
(i) determine whether Performance Levels have been met
or exceeded for any Fiscal Year and/or Incentive Cycle on or
before the seventy-fifth (75th) day after the last day of
the last year of a particular Fiscal Year and/or Incentive
Cycle and direct the commencement of installments of Long
Term Bonus and the opportunity to Key Employees for further
deferral of distributions;
(j) determine whether Stock Options will be granted as
of a particular time, and, if so, the number, term,
Performance Goals and other terms and conditions applicable
to those Stock Options;
(k) consult with such accountants, attorneys, advisors
or experts (in each case, who may also provide services to
the Company) as the Committee shall deem appropriate;
(l) take into account, to the extent the Committee
deems appropriate in its sole judgment, extraordinary items
and/or special circumstances which affected or may have
affected the ability of one or more Key Executives to
achieve Performance Goals with respect to any portion of the
Plan and, to the extent deemed appropriate by the Committee,
modify or waive any Performance Goal(s) or any term or
condition of any previously made award;
(m) delegate such ministerial functions relating to the
Plan to such persons as the Compensation Committee may deem
appropriate from time to time; and
(n) take such other actions as the Committee shall
determine necessary or appropriate to implement, operate or
administer the Plan, including, but not limited to, taking
into account special circumstances and determining whether
to exercise the discretionary authority conferred on the
Compensation Committee under this or other sections of the
Plan.
The Compensation Committee shall have all discretion and
authority necessary to perform each or any of the forgoing. Any
determination made by the Compensation Committee shall be final
and binding upon the Company and each and all employees, whether
or not then participating in the Plan.
2.3 Company Employees. Employees of the Company shall
perform such ministerial functions as may be delegated to them by
the Committee from time to time. No employee of the Company may
exercise any judgment or discretion relating to the Plan, its
implementation, operation or administration. For purposes of
this Plan, in the event an employee's duties as an employee of
the Company include, directly or indirectly, preparation or
assistance in the preparation of all or any portion of a business
plan, analysis, forecast or result which may be reviewed or used
by the Board or the Committee in connection with the Plan shall
not be deemed to have exercised discretion with respect to the
Plan.
<PAGE> 28
ARTICLE III
OPERATION OF THE PLAN
---------------------
3.1 Commencement of Annual Bonus and/or Long Term Bonus
Opportunities. The Board of Directors shall inform the
Compensation Committee whether Annual Bonus opportunities will be
made available for a particular Fiscal Year and/or whether Long
Term Bonus opportunities will be made available for an Incentive
Cycle which will include that Fiscal Year. If Annual Bonus
and/or Long Term Bonus opportunities are to be made available,
the Board shall also inform the Compensation Committee of the
results the Board believes important to be achieved during that
Fiscal Year and/or Incentive Cycle.
3.2 Implementation of Annual and/or Long Term Bonus
Opportunities. In the event it is informed that Annual Bonus or
Long Term Bonus opportunities will be made available, the
Compensation Committee shall promptly:
(a) determine the number of Fiscal Years to be
included in the Incentive Cycle;
(b) determine the Performance Goals for Annual and
Long Term Bonus purposes;
(c) determine which executive employees will be Key
Executives eligible to participate in the Plan for the
Fiscal Year for Annual Bonus and for the Incentive Cycle for
Long Term Bonus Purposes;
(d) determine the composition of Units to denominate
Incentive Compensation for Long Term Bonus purposes for that
Incentive Cycle;
(e) establish Threshold, Target and Superior
Performance Levels with respect to the Performance Goals for
each Key Executive, expressed in dollars for Annual Bonus
and Units for Long Term Bonus; and
(f) determine the amount of Incentive Compensation
opportunities for the respective Key Executives for Annual
Bonus and Long Term Bonus purposes at the respective levels
of achievement; and
(g) communicate the foregoing to each Key Executive
and prepare, execute and deliver, on behalf of and binding,
upon the Company, such documents evidencing the foregoing as
the Committee shall determine appropriate.
3.3 Measurement of Performance. No later than seventy-
five (75) days after the last day of the Fiscal Year measured for
Annual Bonus purposes and of the last day of the last Fiscal Year
in any Incentive Cycle, the Committee shall review such
financial, performance or other information relating to the
Company and the Performance Goals, including, but not limited to,
extraordinary items and/or special circumstances, and shall
determine whether the Performance Goals for that Fiscal Year
and/or Incentive Cycle have been achieved and, if so, the
Performance Level of achievement, respectively. From the
Performance Level actually achieved, the Committee shall
determine the amount in cash for Annual Bonus and/or the number
of Units of Incentive Compensation, if any, distributable to any
Key Executive. Except as provided in Section 5.3 of this Plan,
no Incentive Compensation shall be distributed unless the
Committee determines that no less than Threshold has been
reached. In the event the level of achievement exceeds Threshold
but is not exactly equal to Threshold, Target or Superior, the
Committee shall interpolate between the amount or number of Units
assigned to each such Performance Level for each Key Executive to
determine the number of Units of Incentive Compensation
distributable.
3.4 Distribution of Incentive Compensation.
---------------------------------------
(a) Annual Bonus. The amount of cash earned as
Annual Bonus shall be paid in a single payment, net of
applicable withholding for taxes, as soon as practicable
after the amount is determined, provided, however, no Incentive
Compensation as Annual Bonus shall be payable to a Key
<PAGE> 29
Employee who ceases to be an employee of the Company for
any reason other than death or retirement prior to the
distribution date.
(b) Long Term Bonus. The amount of Incentive
Compensation earned in any Incentive Cycle shall be
distributed in three (3) substantially equal installments.
The first installment shall be distributed within five (5)
working days of the determination of performance under
Section 3.3. The second installment with respect to an
Incentive Cycle shall be distributable on the first business
day of the calendar year next following the calendar year in
which the first installment was paid and the third
installment with respect to an Incentive Cycle shall be
distributable on the anniversary of the second installment.
The distribution of each installment of Incentive
Compensation is contingent (in addition to the conditions
set forth in Section 3.6) upon the employment with the
Company of the Key Employee to whom such installment is due
on the date the installment is distributable, provided,
however, if a Key Employee ceases employment with the
Company for reasons of his death, disability or Retirement,
the condition of continued employment shall not apply. In
the event a Key Employee otherwise due an installment of
Incentive Compensation is not an employee of the Company on
the date such installment is distributable under this
Section 3.4, that and any subsequently distributable
installments shall be forfeited by that Key Employee and
shall not be distributed to him or her at any time.
3.5 Additional Conditions to the Distribution of Incentive
Compensation.
(a) In Default. No Incentive Compensation shall
be payable to any Key Executive with respect to a Fiscal
Year or an Incentive Cycle if, as of the date distribution
thereof is due under this Plan, the Company is in default
under any instrument, indenture or agreement to which the
Company is a party and by which the Company is bound.
(b) Not an Employee. Except as provided in
Article V, no Incentive Compensation shall be distributed to
any Key Executive with respect to a Fiscal Year or an
Incentive Cycle unless such Key Executive is an employee of
the Company on the last business day of the last Fiscal Year
in that Incentive Cycle.
3.6 Withholding for Taxes from Incentive Compensation.
From each installment of Incentive Compensation, the Company
shall withhold the amount required (as determined by the Company
in good faith) to be withheld for applicable taxes and shall
promptly remit the withheld amount to the appropriate taxing
bodies. In the event that an installment will be paid in part in
cash and in part in Shares of Common Stock, withholding shall be
taken from the cash portion first. Withholding from the stock
portion shall be accomplished in a manner not inconsistent with
applicable securities laws as determined by the Company.
3.7 Terms and Conditions of Stock Options.
The Compensation Committee shall have authority and
responsibility and all necessary discretion for granting Stock
Options under this Plan and setting the terms and conditions of
each grant to the extent not inconsistent with the terms of this
Plan. Each grant and the terms and conditions of a grant of a
Stock Option shall be evidenced by an option agreement between
the Company and the person to whom such Stock Option has been
granted. The Compensation Committee shall have the power and
authority, which need not be exercised uniformly among all
grants, to set the terms and conditions of each grant of Stock
Options except that the following terms and conditions shall
apply to all Stock Options granted hereunder:
a.Non-qualified Options. All Stock Options granted
under the Plan shall be non-qualified options, that is,
Stock Options shall not be eligible for the tax treatment
described in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
b.Exercise Price. Each Stock Option shall have a per
Share exercise price equal to Fair Market Value as of the
date the Stock Option is granted.
c.Term of Options. Each Stock Option shall have a
term not to exceed ten (10) years from the date of grant.
d.Vesting Schedule. No Stock Option shall be
immediately vested when granted. Each Stock Option shall
be subject to a vesting schedule which vests such Stock
Option over one or more Fiscal Years based on attainment
of Performance Goals during such Fiscal Years. The
vesting schedule may take
<PAGE> 30
into account exception performance in one or more years
in determining vesting in other years. The number of
Fiscal Years in a particular vesting schedule and the applicable
Performance Goals shall be determined by the Compensation
Committee.
e.No Exercise After Termination of Employment. Except
as provided in Article V, no Stock Option shall vest or
be exercisable after a Key Employee ceases to be an
employee of the Company.
3.8 Exercise of Stock Options. To the extent then
vested, Stock Options may be exercised in whole or in part at any
time or from time to time prior to the expiration date of such
Stock Option. The Stock Option shall be exercised by delivery to
the Company of a written notice of exercise setting forth the
number of Stock Options to be exercised and indicating which one
or combination of the following methods shall be used to pay the
aggregate exercise price:
a. cash;
b. shares of Common Stock held by the Key Executive for
more than six months prior to the relevant date; and/or
c. "cashless" exercise or interim broker loan. In the
event a cashless exercise or interim broker loan
arrangement is intended, the arrangements made shall be
to the satisfaction of the Compensation Committee in its
sole and complete discretion.
Notwithstanding the notice of exercise and delivery of the
exercise price, no certificates representing Shares of Common
Stock shall be delivered to a Key Executive unless or until all
applicable federal, state and local tax withholding and payroll
taxes have been paid or appropriate arrangements satisfactory to
the Committee made for payment or withholding. Any such
withholding and payroll tax withholding obligations may be
settled in cash paid by the Key Executive, reduction in the
number of Shares of Common Stock issuable with respect to such
exercise or a combination of the foregoing or any other
reasonable means approved by the Compensation Committee.
ARTICLE IV
AMENDMENT OR TERMINATION OF THE PLAN
------------------------------------
The Board of Directors may, in its sole and complete
discretion, terminate this Plan at any time or amend this Plan
from time to time. No amendment shall adversely affect the
rights of Key Employees hereunder with respect to then open
Fiscal Years or Incentive Cycles or then outstanding Stock
Options. Without the written consent of all Key Executives who
had been provided an opportunity to earn Incentive Compensation
during an open Fiscal Year or Incentive Cycle and/or had been
granted a Stock Option, no amendment or termination shall affect
the rights or those Key Executives to earn Incentive Compensation
during open Fiscal Years or Incentive Cycles or to exercise Stock
Options in accordance with their terms and each such opportunity
shall be in full force and effect as if such amendment or
termination had not taken place.
ARTICLE V
SPECIAL CIRCUMSTANCES
---------------------
5.1 Retirement or Disability. In the event of a Key
Executive's Retirement or Disability:
a. Each installment of Incentive Compensation
earned for Incentive Cycles completed prior to the relevant
event shall be paid to the Key Employee on the date such
amounts would be distributable without regard to the Key
Employee's Retirement or Disability and no installment shall
be forfeited;
b. the Compensation Committee may, in its
discretion, permit the Key Executive to receive a pro rata
portion of the cash as Annual Bonus or Units as Long Term
Bonus which otherwise would have been distributable to such
Key Executive with respect to an open Fiscal Year or
Incentive
<PAGE> 31
Cycle if the Performance Level actually achieved
as of the date of his or her termination of employment had
continued for the remainder of the Incentive Cycle; and
c. the Compensation Committee may, in its
discretion, permit the exercise of any then outstanding
Stock Option, to the extent then vested, for a period not to
exceed two (2) years after such Retirement or Disability.
5.2 Death. In the event a Key Executive dies:
a. Each installment of Incentive Compensation
earned for a Fiscal Year or Incentive Cycles completed prior
to the Key Employee's death shall be paid to his or her
Beneficiary within one hundred twenty (120) days following
the date of the Key Employee's death;
b. the Compensation Committee may, in its
discretion, permit the Key Executive's Beneficiary to
receive a pro rata portion of the cash as Annual Bonus
and/or Units as Long Term Bonus which otherwise would have
been distributable to the Key Executive with respect to
those open Fiscal Year and Incentive Cycles if the
Performance Level actually achieved as of the date of his or
her death had continued for the remainder of the Fiscal Year
and/or Incentive Cycles; and
c. the Compensation Committee may, in its
discretion, permit the exercise of any then outstanding
Stock Option, to the extent then vested, for a period not to
exceed one (1) year after such Retirement or Disability.
5.3 Change in Control. In the event that (i) any
person or group acting in concert acquires, other than from the
Company, 20% or more of the outstanding voting securities of the
Company, (ii) more than one third of the individuals comprising
the Board at the beginning of an Incentive Cycle cease to be
members of the Board of Directors during the Incentive Cycle
(except a member who is replaced by a person nominated by the
then Board shall not be considered under this subsection), (iii)
the Company sells all or substantially all of its assets or (iv)
such other event occurs which would constitute a change in
control under rules promulgated by the Securities Exchange
Commission:
a. all Fiscal Year and/or Incentive Cycles then
formed shall be deemed completed and the Performance Goals
for each such period shall be deemed to be met at the
greater of (i) Target or (ii) the level of achievement which
would have been attained if actual performance to such time
continued until the end of each such period;
b. all Stock Options shall be deemed vested and
completely exerciseable and all Performance Goals for each
such Fiscal Year and/or Incentive Cycle shall be deemed met
at the Superior Performance Level;
c. all unpaid installments of Incentive
Compensation earned in prior years shall be vested and
distributable and, in the case of deferred installments, as
if the deferral period elected by the Key Employee had
been completed; and
d. all Incentive Compensation of each Key Executive
shall be distributed within ten (10) days of the happening of
that event unless prior to the happening of the event giving
rise to a change in control, such Incentive Compensation shall
have been distributed.
5.4 Cause. In the event the Compensation Committee
determines that a Key Executive has committed an act constituting
Cause, the Compensation Committee may, in its discretion, declare
that the Key Executive has forfeited the right to receive any
installment of any Incentive Compensation under this Plan for the
Incentive Cycle, without regard to whether or not the Key
Executive's employment has been terminated. Each agreement
evidencing a Stock Option shall provide that such Stock Option,
whether or not then vested, shall be void and no longer
exerciseable upon the occurrence of a termination for cause.
<PAGE> 32
ARTICLE VI
MISCELLANEOUS
-------------
6.1 Non-Assignability. No right to Incentive
Compensation which is or may be earned under this Plan shall be
assignable or transferable by the Key Executive. During the life
of the Key Executive, any distribution of Incentive Compensation
made with respect to a Key Executive shall be made only to such
Key Executive.
6.2 Withholding Taxes. The Company shall have the
right to withhold from any distribution to be made to a Key
Executive under the terms of the Plan or with respect to an
exercise of Stock Options an amount sufficient to satisfy the
Company's obligations under any federal, state and local
withholding tax requirements applicable to such distribution.
6.3 No Right to Employment. Nothing in this Plan or
any agreement entered into pursuant to it shall confer upon any
Key Executive the right to continue in the employment of the
Company or any Subsidiary or affect any right which the Company
or any Subsidiary may have to terminate the employment of such
Key Executive.
6.4 Non-Uniform Determinations. Since it is the
intent of this Plan to reward extraordinary performance by the
Key Executives, any determinations made by the Compensation
Committee under this Plan (including without limitation
determinations of Key Executives, Performance Goals, Units,
Performance Levels and any other determination within the
discretion of the Compensation Committee) need not be uniform and
may be made by the Compensation Committee selectively among
persons who receive, or are eligible to receive, Incentive
Compensation under this Plan, whether or not such persons are
similarly situated.
6.5 No Continuing Right to Participate. A Key
Executive shall not have any right to receive Incentive
Compensation for an Incentive Cycle merely because he or she was
granted an opportunity to earn Incentive Compensation for a prior
Incentive Cycle. The right to participate in the Plan shall be
subject to a new determination by the Compensation Committee each
Incentive Cycle, and participation in the Plan during any one
Incentive Cycle shall not confer any rights with respect to any
subsequent Incentive Cycle.
6.6 Unfunded Plan. The Plan shall at all times be
entirely unfunded and no provision shall at any time be made with
respect to segregating assets of the Company for distribution of
any Incentive Compensation hereunder. No Key Executive or other
person shall have any interest in any particular assets of the
Company by reason of participation in this Plan. Key Executives
(or their Beneficiaries, if applicable) shall have only the
rights of a general unsecured creditor of the Company with
respect to the Incentive Compensation payable under the Plan.
6.7 Effect on Other Compensation Plans. Any amounts
distributed to a Key Executive as an Incentive Compensation under
this Plan shall be included, subject to limitations imposed under
Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended, in the Key Executive's compensation for purposes of
determining his or her benefits under any retirement plan or
other employee benefit plan of the Company.
6.8 Merger, Consolidation or Acquisition. The Plan
shall be binding upon the Company, its assigns, and any successor
Company which shall succeed to substantially all of its assets
and business through merger, acquisition or consolidation, and
upon a Key Executive, his or her Beneficiary, assigns, heirs,
executors and administrators.
6.9 Applicable Law. This Plan shall be governed by
the laws of the State of West Virginia, without regard to its
principles of conflicts of laws and to the extent not pre-empted
by federal laws. Any provision of this Plan prohibited by the
law of any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition without
invalidating the remaining provisions hereof.
6.10 Captions. The captions of Articles and Sections
of this Plan are for the convenience of reference only and shall
not control or affect the meaning or construction of any of its
provisions.
<PAGE> 33
6.11 Shares of Common Stock Reserved for Issuance
under the Plan. The number of shares of Common Stock reserved
for issuance under the Plan shall be 150,000 shares and such
number shall be adjusted as necessary or appropriate as
determined by the Compensation Committee in the event of a
substantial corporate event which affects the number of shares of
Common Stock then outstanding.
6.12 Compliance with Securities Laws. The
Compensation Committee may hold certificates in connection with
any distribution, attach legends to certificates, require
representations for Key Executives (or Beneficiaries, if
appropriate) and take such other actions (including, but not
limited to, forming a subcommittee of the Compensation Committee
comprised only of disinterested persons, as described above, to
act in connection with the Plan) as the Committee deems necessary
or advisable to ensure or enhance compliance by the Plan, the
Company and all Key Executives with applicable federal and state
securities laws.
TO RECORD THE adoption of this WesBanco, Inc. Key Executive
Incentive Bonus & Option Plan by the Board of Directors at a
meeting duly called and held with a quorum present throughout,
the Company has caused the execution hereof by its duly
authorized officer on behalf of itself and each of its
subsidiaries on the date indicated.
WESBANCO, INC.
ATTEST:
By: /s/ Edward M. George
/s/ Shirley A. Bucan
Title: President
Date: February 19, 1998
<PAGE> 34
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 1998
[ MAILING LABEL ]
The undersigned hereby constitutes and appoints Carter W. Strauss,
Thomas L. Thomas and John A. Welty, or any one of them, attorneys and
proxies, with full power of substitution, to represent the undersigned at
the annual meeting of the stockholders of Wesbanco, Inc., to be held at
McLure House Hotel, 1200 Market Street, Wheeling, West Virginia, 26003, on
Wednesday, April 15, 1998, at 4:00 p.m., and at any adjournment or
adjournments thereof, with full powers then possessed by the undersigned,
and to vote, at that meeting, or any adjournment or adjournments thereof,
all shares of stock which the undersigned would be entitled to vote if
personally present, as follows:
(1) For the election to the Board of Directors, except as otherwise
specified below, of the following nominees, or any one or more of them:
A. For a term of three years expiring at the annual stockholders
meeting in 2001:
James E. Altmeyer Christopher V. Criss Stephen F. Decker
James C. Gardill Roland L. Hobbs Eric Nelson
Richard K. Riederer J. Christopher Thomas
B. For a term of one year expiring at the annual stockholders meeting
in 1999:
John R. Scheessele
with full authority to cumulate the votes represented by such shares and to
distribute the same among the nominees in such manner and number as said
attorneys and proxies, in their discretion, may determine.
(2) Proposed amendment to the Articles of Incorporation of the
Corporation, as set forth in the Proxy Statement, for the purpose of
increasing the authorized common stock of the Corporation which the Board
of Directors may issue from 25,000,000 shares to 50,000,000 shares of
$2.0833 par value common stock.
FOR______ AGAINST______ ABSTAIN_____
(3) Proposed Key Executive Incentive Bonus & Option Plan as set forth
in Appendix A of the Proxy Statement.
FOR_____ AGAINST______ ABSTAIN_____
(4) In accordance with the judgment of the said attorneys and proxies
upon such other matters as may be presented for consideration and action.
_______________________________(SEAL)
_______________________________(SEAL)
_________________, 1998
(Please sign exactly as your name(s) appears hereon. When signing as
Attorney, Executor, Administrator, Trustee, Guardian, etc., give full title
as such. If you are signing for someone else, you must send documentation
with this Proxy, certifying your authority to sign. If stock is jointly
owned, each joint owner should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CORPORATION. AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF THE NOMINEES
LISTED ABOVE MAY BE WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT
THE NAME OF SUCH NOMINEE.
</TABLE>
