TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 12, 1996
TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of
Tri City Bankshares Corporation will be held at Tri City National
Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on
Wednesday, June 12, 1996 at 9:30 a.m., for the following purposes:
(1) To elect fourteen members of the Board of Directors to serve
for the ensuing year; and
(2) To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Holders of common stock of record at the close of business on
April 19, 1996, will be entitled to notice of, and to vote at, the
Annual Meeting, or at any adjournment thereof.
All shareholders are cordially invited to attend and participate
in the Annual Meeting in person. Those who do not expect to
attend the Annual Meeting are urged to sign and return the
enclosed proxy. Your proxy will not be used if you subsequently
decide to attend the Annual Meeting and desire to vote your shares
in person, or if you revoke your proxy by any other lawful means.
By Order of the Board of Directors,
/s/Henry Karbiner, Jr.
Henry Karbiner, Jr., Secretary
Oak Creek, Wisconsin
April 24, 1996
<PAGE)
TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
PROXY STATEMENT
____________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Tri City
Bankshares Corporation (the "Corporation") to be voted at the
Annual Meeting of Shareholders to be held at Tri City National
Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, June 12,
1996, at 9:30 a.m., for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. The solicitation is
made by the mailing of this Proxy Statement with its enclosures.
No other solicitation is contemplated, however, if it is necessary
to assure adequate attendance at the Annual Meeting, the
Corporation's Board of Directors may, if it deems it advisable,
make a further solicitation by mail, telephone, telegraph, and/or
personal interview for proxies. Such solicitation will be made by
the officers of the Corporation and will be limited in extent.
The total expense of the solicitation, including reimbursement of
banks, brokerage firms, custodians, nominees, and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to
the beneficial owners of the Corporation's stock, will be borne by
the Corporation. The approximate date on which this Proxy
Statement and accompanying proxy card are first being mailed to
shareholders is April 30, 1996.
Shareholders are asked to complete, sign, and return the enclosed
proxy. The proxy may be revoked by you at any time before it is
voted at the Annual Meeting. Prior to the Annual Meeting, this
may be done by execution of a later-dated proxy or by written
revocation sent to the Secretary of the Corporation, Mr. Henry
Karbiner, Jr., at the office of the Corporation, 6400 South 27th
Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may
also be revoked at the Annual Meeting by oral or written request
to the Secretary of the Corporation.
Only shareholders of record at the close of business on April 19,
1996, will be entitled to vote at the meeting. There were
2,474,549 shares of the common stock of the Corporation
outstanding on that date, each share being entitled to one vote.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is based upon information provided to
the Corporation by the persons named below and sets forth, as of
February 27, 1996, with respect to its $1.00 par value common
stock (being its only outstanding class of equity security) (a)
persons known by the Corporation to own beneficially, directly or
indirectly, more than 5% of the Corporation's outstanding common
stock; (b) shares owned by directors and nominees for director;
and (c) shares owned by all directors and officers of the
Corporation as a group.
<PAGE>
<TABLE>
<CAPTION)
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
<S> <C> <C>
Frank Bauer 25,044 Shares (3) 1.012%
Sanford Fedderly 72,360 Shares (4) 2.924%
Richard Fitzgerald 5,738 Shares (5) .232%
William Gravitter 206,137 Shares (6) 8.330%
Henry Karbiner, Jr. 65,613 Shares (7) 2.652%
Christ Krantz 58,706 Shares 2.372%
Rudie L. Lauterbach 15,024 Shares .607%
William P. McGovern 12,000 Shares (8) .485%
Ronald K. Puetz 8,663 Shares (9) .350%
John M. Rupcich 8,264 Shares (10) .334%
David A. Ulrich 1,066,791 Shares (11) 43.111%
Marilyn T. Ulrich-Graves 21,383 Shares .864%
William J. Werry 34,412 Shares (12) 1.391%
Scott A. Wilson 8,293 Shares (13) .335%
All Directors and Officers 1,611,731 Shares 65.132%
as a group (17 persons)
</TABLE>
_____________________
(1) Nature of beneficial ownership is direct unless otherwise
indicated by footnote, and beneficial ownership, as shown in
the foregoing table, arises from sole voting and investment
power, except as otherwise indicated by footnote.
(2) Percentages are based upon the 2,474,549 shares issued and
outstanding as of February 27, 1996.
(3) Includes 2,500 shares registered in the name of Mr. Bauer
and his wife, as joint tenants, and 880 shares registered in
the name of Mrs. Bauer.
<PAGE>
(4) Includes 35,180 shares registered in the name of Mrs.
Roberta C. Fedderly 1991 Revocable Trust, 35,115 shares
registered to the Sanford Fedderly 1991 Revocable Trust, and
2,000 shares held in a self-directed individual retirement
account ("IRA") for the benefit of Mr. Fedderly.
(5) Includes 1,453 shares registered in the name of Mr.
Fitzgerald and his wife, as to which Mr. Fitzgerald has
shared voting and investment power, and 4,285 shares held in
a self-directed IRA for the benefit of Mr. Fitzgerald.
(6) Includes 3,850 shares registered in the name of Mrs.
Gravitter.
(7) Includes 5,345 shares registered in the name of Mrs.
Karbiner, and 10,500 shares and 275 shares held in self-
directed IRAs for the benefit of Mr. Karbiner and Mrs.
Karbiner, respectively.
(8) Includes 2,880 shares registered in the name of Mr. McGovern
and his wife as joint tenants, as to which Mr. McGovern has
shared voting and investment power.
(9) Includes 785 shares registered in the name of Mrs. Puetz and
1,956 shares held in a self-directed IRA for the benefit of
Mr. Puetz.
(10) Includes 3,602 shares registered in the name of Mr. Rupcich
and his wife as joint tenants, as to which Mr. Rupcich has
shared voting and investment power.
(11) Includes 113,041 shares registered in the name of Mrs.
Ulrich in which Mr. Ulrich disclaims beneficial ownership.
Also includes 15,400 shares registered in the name of N.D.C.
Inc., in which Mr. Ulrich is President and principal
shareholder, and 40,908 shares and 1,085 shares held in
self-directed IRAs for the benefit of Mr. Ulrich and Mrs.
Ulrich, respectively. Also includes 155,134 shares held
under Buy/Sell Agreements with members of Mr. Ulrich's
family.
(12) Includes 26,552 shares registered in the name of Mr. Werry
and his wife as joint tenants, as to which Mr. Werry has
shared voting and investment power. Also includes 2,340
shares registered in the name of Mrs. Werry.
(13) Includes 4,093 shares registered in the name of Mr. Wilson
and his wife, as to which Mr. Wilson has shared voting and
investment power and 2,963 shares and 1,237 shares held in
self-directed IRAs for the benefit of Mr. Wilson and Mrs.
Wilson, respectively.
The Corporation knows of no contractual arrangements, including
the pledge of its securities, which might result in a change of
control of the Corporation.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors proposes that the fourteen (14) nominees
named below be elected to serve as directors for the ensuing year
and until their successors are elected and qualified. Mr.
Fitzgerald will not be standing for reelection to the Board due to
personal health reasons. Proxies received by the Board of
Directors will be voted FOR the election of the following fourteen
(14) persons, unless otherwise indicated, but, if any such nominee
is unable to serve, due to presently unforeseen circumstances,
proxies may be voted for another person nominated by the Board of
Directors. All of the persons nominated as directors are
currently directors of the Corporation and were elected at the
last annual meeting held April 11, 1995, for a one year term which
expires at the 1996 Annual Meeting. All of the nominees have
consented to serve if elected, and the Board of Directors is not
aware of any nominee who may be unable to serve as a director.
The directors and officers of the Corporation beneficially own a
majority of the Corporation's outstanding common stock.
Accordingly, assuming that all directors and executive officers
vote for the nominees listed below, election of such nominees is
assured.
<TABLE>
<CAPTION>
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
<S> <C> <C> <C>
Frank J. Bauer 1990 69 Director of the Corporation. President
of Frank Bauer Construction Company,
Inc. Director of Tri City National Bank.
Sanford Fedderly 1980 61 Director of the Corporation. Retired
Registered Pharmacist. Retired President of
Tri City Pharmacy, Inc., Oak Creek,
Wisconsin. Director of Tri City National Bank.
William Gravitter 1980 67 Director of the Corporation. President
of Hy-View Mobile Home Park. Director of Tri
City National Bank.
Henry Karbiner, Jr. 1980 55 Executive Vice President, Secretary,
Treasurer and a Director of the
Corporation. President and Director
of Tri City National Bank from
1987 to present.
Christ Krantz 1980 71 Director of the Corporation. President
of Krantz Realty, Inc., which owns Days Inn,
Wauwatosa, Wisconsin. Vice President and
Secretary of KRK, Inc., which owns Ramada
Airport Motel, Milwaukee, Wisconsin.
Partner in Veterans Linen Supply Company.
Director of Tri City National Bank.
Rudie L. Lauterbach 1980 80 Director of the Corporation. Semi-retired, Independent
Accountant, Elm Grove, Wisconsin. Director of
Tri City National Bank.
<PAGE>
William P. McGovern 1980 80 Director of the Corporation. Semi-retired Attorney-at-
Law, Milwaukee, Wisconsin, served as legal counsel to
certain of the Tri City National Banks from
1968 to present. Director of Tri City National Bank.
Robert W. Orth - 49 Senior Vice President of the Corporation from
1996. Executive Vice President of Tri City
National Bank from 1996. Senior Vice
President of Bank One, Milwaukee, NA from 1979
to 1996.
Ronald K. Puetz 1988 47 Senior Vice President and Director of the
Corporation from 1990 to present. Executive
Vice President and Director of Tri City
National Bank from 1990 to present.
John M. Rupcich 1993 50 Director of the Corporation. President
and Director of N.D.C., Inc. Executive Vice
President, Treasurer and Director of Mega
Marts, Inc. Director of Tri City National Bank.
David A. Ulrich 1980 69 President, Chief Executive Officer, Chairman of
the Board and Director of the Corporation.
Chairman of the Board, Chief Executive Officer and
Director of Tri City National Bank from 1968
to Present.
Marilyn T. Ulrich-Graves 1990 39 Vice President and Director of the
Corporation. Director of Tri City National
Bank from 1990 to present.
William J. Werry 1980 69 Director of the Corporation. Retired
Unit President of Tri City National Bank from
1990 to 1992. Director of Tri City National
Bank from 1990 to present.
Scott A. Wilson 1990 49 Senior Vice President and Director of the
Corporation. Executive Vice President and
Director of Tri City National Bank from 1990
to present.
</TABLE>
There is a family relationship between David A. Ulrich and two of
the nominees for directorship. Mr. Bauer is Mr. Ulrich's brother-
in-law and Ms. Ulrich-Graves is Mr. Ulrich's daughter.
The Corporation's Board of Directors has standing Audit and
Executive Committees. The Executive Committee is composed of
Messrs. Ulrich, Karbiner, Gravitter, Fedderly and Krantz. The
Executive Committee's purpose is to exercise the powers of the
full Board between regular meetings of the Board. During 1995,
the Executive Committee held four meetings. The Audit Committee
is composed of Messrs. Lauterbach, Fedderly, Krantz, and
<PAGE>
McGovern
and its function is (a) to review the results of audits of the
Corporation and its subsidiaries performed by the Corporation's
internal auditors, (b) to meet with, and review the results of
audits of the Corporation and its subsidiaries performed by the
Corporation's independent public accountants, and (c) to recommend
the selection of independent public accountants. The Audit
Committee held three meetings during 1995. The Board of Directors
has not appointed a nominating committee, and the review of
recommendations for, and the selection of, nominees to Board
membership is handled by the Board serving as a committee of the
whole. If shareholders were to recommend nominees for directors,
the full Board would consider such persons. Shareholders are
entitled to nominate persons from the floor at the Annual Meeting,
but it is intended that the proxies solicited with the Proxy
Statement will be voted for the slate of the fourteen persons
listed in the table above as nominees to the Board of Directors.
The Board of Directors does not have a compensation committee.
The Board of Directors held four meetings during 1995. All
directors, except Marilyn Ulrich-Graves and Christ Krantz,
attended 75% or more of the meetings of the Board and the
committees on which they served during 1995.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the
Corporation and its subsidiaries to each of the most highly
compensated executive officers of the Corporation whose cash
compensation exceeded $100,000 during the fiscal year ended
December 31, 1995.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other
Principal Position Year Salary($) Bonus($) Compensation
David A. Ulrich 1995 306,582 63,271 7,528
President and Chief 1994 281,633 54,780 7,500
Executive Officer 1993 249,000 49,800 0
Henry Karbiner, Jr. 1995 221,758 45,669 7,527
Executive Vice-President, 1994 201,047 39,540 7,500
Secretary and Treasurer 1993 179,700 35,940 0
Richard J. Fitzgerald 1995 93,107 19,062 5,593
Senior Vice President 1994 92,694 18,154 5,517
1993 84,800 16,960 0
Ronald K. Puetz 1995 105,987 21,731 6,390
Senior Vice President 1994 97,586 18,988 5,818
1993 84,800 16,960 0
Scott A. Wilson 1995 101,922 20,788 6,138
Senior Vice President 1994 95,160 18,496 5,671
1993 84,800 16,960 0
(1) All other compensation represents the Corporation's matching
contribution to the employee's 401(k) plan.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
Executive Compensation, including that of the C.E.O., consists
primarily of salary and cash bonus. The C.E.O.'s compensation is
determined in the same manner as the other executives.
The bonus portion of Executive Compensation is based entirely on
the bank's return on assets. If the return on assets for the
twelve month period ending in November is less than the minimum
amount of one percent (1%) no cash bonuses are paid. If the
return on assets exceeds the minimum, the bonus is computed as a
percentage of
<PAGE>
salary based on a formula such that as the return on
assets increases the bonus percentage goes up at an increasing
rate. The same bonus percentage is applied to all officers of the
bank.
Except for the bonus, there is no specific relationship between
corporate performance and executive salaries and benefits.
Executive Compensation is determined by the President and
Executive Vice President considering the following factors without
assigning any relative weight or importance to any factor:
1. Current Compensation
2. Cost of Living
3. Salaries Paid to Executives at Other Banks
4. Performance of the Bank During the Prior Year
5. Prospects of Future Growth and Performance
6. The Individual Performance of the Executive
Stock price is not a factor in determining executive salaries or
bonuses.
The salaries determined by the President and Executive Vice
President are submitted to the full Board of Directors for
approval. After reviewing the recommendations the Board members
have an opportunity to discuss any factors they deem relevant -
there is no agenda or specific list of factors to be discussed.
The recommendations of the President and Executive Vice President
are usually approved by the Board without adjustment.
The Corporation continues to follow its long standing policy of
not providing its executives with many of the non-cash perquisites
given to executives of similar companies. Executives receive no
stock rights, options, warrants or stock appreciation rights. The
Corporation does not provide memberships for its executives in
country clubs or other social clubs. Also, executives receive no
special retirement benefits or deferred compensation - they
participate in the same retirement plan provided to non-executive
employees of the Corporation.
By the Board of Directors
Frank Bauer Sanford Fedderly Richard Fitzgerald
William Gravitter Henry Karbiner, Jr. Christ Krantz
Rudie L. Lauterbach William P. McGovern Ronald K. Puetz
John M. Rupcich David A. Ulrich Marilyn T. Ulrich-Graves
William J. Werry Scott A. Wilson
<PAGE>
STOCK PERFORMANCE GRAPH
The following graphs show the cumulative stockholder return on the
Corporation's common stock over the last five fiscal years and ten
fiscal years compared to the returns of the Standard & Poor's 500
Stock Index and Major Regional Bank Index compiled by Standard &
Poor's and consisting of 20 regional banks assuming that $100 is
invested on December 31, 1990 and December 31, 1985, respectively,
with dividends reinvested.
TRI CITY FIVE YEAR STOCK PERFORMANCE
PERIOD (FISCAL MAJOR TRI CITY
YEAR COVERED) S & P 500 REGIONAL BANKS BANKSHARES
1990 100.00 100.00 100.00
1991 130.47 178.89 105.00
1992 140.41 227.80 112.38
1993 154.57 241.51 129.85
1994 156.61 228.59 148.83
1995 215.46 359.94 170.28
TRI CITY TEN YEAR STOCK PERFORMANCE
PERIOD (FISCAL MAJOR TRI CITY
YEAR COVERED) S & P 500 REGIONAL BANKS BANKSHARES
1985 100.00 100.00 100.00
1986 118.56 102.87 158.95
1987 124.61 83.05 215.14
1988 145.30 104.89 247.02
1989 191.35 128.10 277.04
1990 185.42 91.37 300.45
1991 241.92 163.46 315.47
1992 260.35 208.15 337.64
1993 286.59 220.68 390.11
1994 290.38 208.87 447.15
1995 399.50 328.89 511.58
<PAGE>
DIRECTORS' FEES
In 1995, the directors of the Corporation, who were not also
officers of Tri City Bankshares Corporation, received $400 for
each Board meeting attended. In 1996 such directors will receive
a retainer of $2,800 and $500 for each Board meeting attended.
LOANS AND OTHER TRANSACTIONS WITH MANAGEMENT
The Corporation has never made any loans to any of its officers or
directors. However, in the ordinary course of business, the
Corporation's banking subsidiary made loans during 1995 to
officers and directors of the Corporation, and to business firms
in which officers and directors of the Corporation are officers,
partners, or in which they have a substantial interest. The loans
made by the Corporation's banking subsidiary were made to the
Corporation's officers and directors and certain of the companies
with which they are associated in the ordinary course of business
on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable loans
to unaffiliated persons or firms, and do not involve more than a
normal risk of collectibility or present other unfavorable
features.
David A. Ulrich, an officer and director of the Corporation, is
the principal shareholder in a corporation that owns buildings
occupied by the Corporation's central office (the "Central
Office") in Oak Creek, a Tri City National Bank branch office
located in Milwaukee, and ten Tri City National Bank branch
offices located in Pick N'Save food stores in Brookfield,
Greenfield, Milwaukee, Oak Creek and West Allis. The Central
Office building lease has a twenty-year term, through 1996, with
two, five-year renewal options. The branches located in local
food stores have lease terms of five years, through December 1999,
with three five-year renewal options. The annual rental for 1995
paid in connection with all of the aforementioned leases was
$272,157, subject to adjustment as a result of increases in the
consumer price index. Pursuant to the Central Office lease only,
the Bank is also obligated to pay property taxes, insurance, and
maintenance costs associated with the building.
OTHER BUSINESS
The Board of Directors knows of no other business which may come
before the Annual Meeting. In the event that any other business
not known or determined at this time does come before the Meeting,
it is intended that the persons named in the proxy shall vote in
accordance with their best judgment.
VOTING OF PROXIES
Proxies received by the Board of Directors will be voted in
accordance with the specifications indicated by the shareholder
and unless authority to vote upon the election of the directors,
or as to individual nominees, is withheld, the proxies will be
voted FOR all of the nominees listed in the Proxy Statement.
Nominees receiving the largest number of affirmative votes cast
will be elected as directors up to the maximum number of directors
to be chosen at the election. Any shares not voted affirmatively,
whether by abstention or broker nonvote, will generally have no
impact on the election of directors.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
As of the date of this Proxy Statement, the Audit Committee and
the Board of Directors has selected the independent accounting
firm of Ernst & Young to serve as its auditors for the year ending
December 31, 1996. Ernst & Young has served as the Corporation's
accountants for the past twelve years. The services provided by
Ernst & Young since January 1, 1995 consisted of assisting in the
preparation of financial statements, and audit reports with
respect thereto, for the Corporation and its subsidiaries, and
providing assistance in the preparation of periodic reports filed
with the Securities and Exchange Commission. Representatives of
said firm are expected to be present at the Annual Shareholders'
Meeting and will have the opportunity to make a statement if they
choose to do so and will be available to respond to appropriate
questions.
SHAREHOLDERS' PROPOSALS
Proposals by shareholders sought to be included in the
Corporation's Proxy Statement for its 1997 Annual Meeting of
Shareholders must be received by the Corporation no later than
December 25, 1996.
PENDING LEGAL PROCEEDINGS
No director or executive officer is an adverse party or has an
interest adverse to the Corporation or any of its subsidiaries in
any material pending legal proceedings.
SECTION 16(a) REPORTING DELINQUENCIES
The Corporation believes that during 1995 its officers and
directors complied with all filing requirements under Section
16(a) of the Securities Exchange Act of 1934.
<PAGE>
FORM 10-K
A COPY OF THE CORPORATION'S FORM 10-K WHICH WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31,
1995 MAY BE OBTAINED WITHOUT CHARGE BY ANY PERSON WHO WAS A
BENEFICIAL OWNER OF THE CORPORATION'S SHARES AS OF THE APRIL 19,
1996 RECORD DATE BY WRITTEN REQUEST TO HENRY KARBINER, JR.,
SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK CREEK,
WISCONSIN 53154, (414) 761-1610.
By Order of the Board of Directors
/S/Henry Karbiner, Jr.
Henry Karbiner, Jr., Secretary
Oak Creek, Wisconsin
April 24, 1996
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE 1996 ANNUAL MEETING
IN PERSON ARE REQUESTED TO COMPLETE, SIGN, AND RETURN THE PROXY AS
SOON AS POSSIBLE.
<PAGE>
PROXY Tri City Bankshares Corporation PROXY
Annual Meeting-June 12, 1996
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints David A. Ulrich, William Gravitter
and Henry Karbiner, Jr. and each of them, with full power to act without
the others and with full power in each to appoint his substitute or
substitutes, as his proxy to vote all of the shares which the
undersigned may be entitled to vote at the Annual Meeting of the
Shareholders of Tri City Bankshares Corporation, a Wisconsin corporation,
to be held at Tri City National Bank, 6400 South 27th Street, Oak Creek,
Wisconsin 53154, on Wednesday, June 12, 1996 at 9:30 A.M., and at any
adjournment or adjournments of said meeting, on the following matters:
1. Election of Directors For all nominees listed below WITHHOLD AUTHORITY
(or their substitutes if any to vote for all
nominees shall be unable to nominees listed
stand for election) below.
FRANK BAUER, SANFORD FEDDERLY, WILLIAM GRAVITTER, HENRY KARBINER, JR.,
CHRIST KRANTZ, RUDIE L. LAUTERBACH, WILLIAM P. MCGOVERN, ROBERT W. ORTH,
RONALD K. PUETZ, JOHN M. RUPCICH, DAVID A. ULRICH, MARILYN T. ULRICH-GRAVES,
WILLIAM J. WERRY, SCOTT A. WILSON
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
(Over)
______________________________________________________________________________
The Board of Directors recommends a vote FOR item 1.
2. In their discretion on such other business as may property come before
the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER; IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1.
Date_______________, 1996
_________________________
_________________________
Please sign exactly as name
appears hereon. For joint
accounts, all tenants should
sign. Executors, Administrators,
Trustees, etc., should so
indicate when signing.
19<PAGE>
