SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
OMEGA Financial Corportation
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value transaction:
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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 number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
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2. Form, Schedule or Registration Statement No.:
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[LOGO] OMEGA FINANCIAL CORPORTATION
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
APRIL 24, 2000
TO OUR SHAREHOLDERS:
The 2000 annual meeting of shareholders of OMEGA FINANCIAL CORPORATION
("Omega") will be held on Monday, April 24, 1999 at 10:00 A.M. (prevailing
time), at The Penn Stater, 215 Innovation Blvd., Penn State Research Park, State
College, Pennsylvania for the following purposes:
1. To elect three directors for three year terms, as more fully described in
the accompanying Proxy Statement; and
2. To transact such other business as may properly come before this meeting
or any postponement or adjournment thereof.
The Board of Directors has fixed February 22, 2000 as the record date for
the determination of shareholders entitled to vote at the annual meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the annual meeting.
If the annual meeting is adjourned for one or more periods aggregating at
least 15 days because of the absence of a quorum, those shareholders entitled to
vote who attend the reconvened annual meeting, if less than a quorum as
determined under applicable law, shall nevertheless constitute a quorum for the
purpose of acting upon any matter set forth in this Notice of Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO VOTE.
YOU HAVE THREE OPTIONS FOR VOTING. YOU MAY VOTE THROUGH THE INTERNET, BY
TELEPHONE OR BY MAIL. PLEASE CHECK YOUR PROXY CARD FOR INSTRUCTIONS ON ALL THREE
OPTIONS. IF YOU VOTE BY MAIL, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE; NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors,
/s/ David N. Thiel, Secretary
David N. Thiel, Secretary
March 24, 2000
<PAGE>
OMEGA FINANCIAL CORPORATION
366 Walker Drive
State College, Pennsylvania 16801
PROXY STATEMENT
The enclosed proxy is solicited by and on behalf of Omega Financial
Corporation ("Omega") for use at the annual meeting of shareholders to be held
on Monday, April 24, 2000 at 10:00 A.M. (prevailing time) at The Penn Stater,
215 Innovation Blvd., Penn State Research Park, State College, Pennsylvania and
at any postponement or adjournment thereof. The approximate date on which this
Proxy Statement and the accompanying form of proxy will first be sent or given
to shareholders is March 24, 2000.
Sending in a signed proxy will not affect the shareholder's right to
attend the annual meeting and vote in person since the proxy is revocable. Any
shareholder giving a proxy has the power to revoke it by delivering a later
dated proxy card or by giving written notice to the Secretary of Omega at any
time before the proxy is exercised.
The expense of the proxy solicitation will be borne by Omega. In addition
to solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or teletype by directors, officers or employees of Omega and its bank
subsidiaries, Omega Bank, N.A. ("Omega Bank"), Hollidaysburg Trust Company
("Hollidaysburg Trust "), and Penn Central National Bank ("Penn Central Bank")
(collectively, the "Banks"), without additional compensation. Omega is required
to pay the reasonable expenses incurred by recordholders of Omega Common Stock
who are brokers, dealers, banks or voting trustees, or their nominees, for
mailing proxy material and annual shareholder reports to any beneficial owners
of Omega's Common Stock they hold of record, upon request of such recordholders.
A form of proxy is enclosed. If properly executed and received in time for
voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of Omega
Common Stock for the election of all nominees for directorships hereinafter
named.
If you are a registered shareholder (that is, if you hold your stock in
certificate form), you may vote by telephone, or electronically through the
Internet, by following the instructions included with your proxy card. If your
shares are held in "street name" (that is, you hold your stock through a broker
or other nominee), please check your proxy card or contact your broker or
nominee to determine whether you will be able to vote by telephone or
electronically. The deadline for voting by telephone or electronically is 5:00
p.m. on April 21, 2000.
The enclosed proxy confers discretionary authority to vote with respect to
any and all of the following matters that may come before the meeting: (i)
matters which Omega did not know by February 8, 2000 are to be presented at the
Annual Meeting; (ii) approval of the minutes of a prior meeting of shareholders,
if such approval does not amount to ratification of the action taken at the
meeting; (iii) the election of any person to any office for which a bona fide
nominee is unable to serve or for good cause will not serve; (iv) any proposal
omitted from this Proxy Statement and Proxy pursuant to Rule 14a-8 or Rule 14a-9
promulgated under the Securities Exchange Act of 1934; and (v) matters incident
to the conduct of the meeting. In connection with such matters, the persons
named in the enclosed form of proxy will vote in accordance with their best
judgment.
Omega had 8,801,400 shares of common stock, par value $5.00 per share
("Common Stock"), and 219,781 shares of Series A ESOP Cumulative Convertible
Preferred Stock, par value $5.00 per share ("Series A ESOP Preferred Stock"),
outstanding at the close of business on February 22, 2000, the record date for
the determination of shareholders entitled to receive notice of, and to vote at,
the annual meeting. Each share of Series A ESOP Preferred Stock is currently
convertible into 1.575 shares of Common Stock. All Series A ESOP Preferred Stock
is held of record by Omega's Employee Stock Ownership Plan Trust ("ESOP Trust").
Except for certain restrictions (hereinafter summarized) on the right to cast
more than 10% of the total votes which all shareholders are entitled to cast,
each holder of Omega's Common Stock and each holder of Series A ESOP Preferred
Stock, voting together and not as separate classes, is entitled to one vote for
each share
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of Common Stock and 1.575 votes for each share of Series A ESOP Preferred Stock,
respectively, held of record on the record date on each matter which may be
brought before the annual meeting.
The presence, in person or by proxy, of holders entitled to cast at least
a majority of the votes which the holders of all of the aggregate outstanding
shares of Omega Common Stock and Series A ESOP Preferred Stock are entitled to
cast constitutes a quorum for the purpose of considering and acting on such
matters. All shares of Omega's Common Stock and Series A ESOP Preferred Stock
present in person or represented by proxy and entitled to vote, no matter how
they are voted or whether they abstain from voting, will be counted in
determining the presence of a quorum. If the annual meeting is adjourned because
of the absence of a quorum, those shareholders entitled to vote who attend the
adjourned meeting, although constituting less than a quorum as provided herein,
shall nevertheless constitute a quorum for the purpose of electing directors. If
the Annual Meeting is adjourned for one or more periods aggregating at least 15
days because of the absence of a quorum, those shareholders entitled to vote who
attend the reconvened Annual Meeting, if less than a quorum as determined under
applicable law, shall nevertheless constitute a quorum for the purpose of acting
upon any matter set forth in the Notice of Annual Meeting.
The election of directors will be determined by a plurality vote and the
three nominees receiving the most "for" votes will be elected. Approval of any
other proposal will require the affirmative vote of a majority of the shares
cast on the proposal. Under the Pennsylvania Business Corporation Law, an
abstention, withholding of authority to vote or broker non-vote will not have
the same legal effect as an "against" vote and will not be counted in
determining whether a proposal has received the required shareholder vote.
Omega is not currently aware of any matters which will be brought before
the annual meeting (other than procedural matters) which are not referred to in
the enclosed notice of the annual meeting.
Article 8 of Omega's Amended and Restated Articles of Incorporation, as
amended (the "Restated Articles"), restricts the rights of a Person (as
hereafter defined) to cast (or execute written consent with respect to) more
than 10% of the total votes which all shareholders are entitled to cast at a
meeting, unless authorized to do so by the Board of Directors and subject to
such conditions as the Board of Directors may impose. The term "Person" includes
not only individuals and entities, but also groups of individuals and entities
who act together for the purpose of acquiring, holding, disposing of or voting
Common Stock. The restrictions of Article 8 do not apply to the shares of Omega
Common Stock or Series A ESOP Preferred Stock held by the ESOP Trust.
The casting of votes by a Person as a proxy holder for other shareholders
is not counted in computing the 10% limitation to the extent that the proxies so
voted were revocable and were secured from other shareholders who are not
members of a group which includes such Person. Giving a revocable proxy to a
Person does not in itself cause the shareholder giving the proxy to be a member
of a group which includes such Person. Article 8 provides that the determination
by the Board of Directors of the existence or membership of a group, and of the
number of votes any Person or each member of a group is entitled to cast, is
final and conclusive absent clear and convincing evidence of bad faith.
In the event of a violation of Article 8, in addition to other remedies
afforded Omega, the judges of election cannot count votes cast in violation of
Article 8 and Omega or its nominees have an option to acquire from the violator
shares of Common Stock in excess of the 10% limit at prices which would in
certain situations be lower than the then current market prices of such shares.
The foregoing is a brief summary of Article 8 and is qualified and
amplified in all respects by the exact provisions of the Restated Articles,
which can be obtained in the same manner as Omega's Annual Report on Form 10-K
for 1999 (see "ANNUAL REPORT AND FINANCIAL STATEMENTS").
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Common Stock
To the knowledge of Omega, as of February 22, 2000, no person or entity,
other than the ESOP Trust, was the beneficial owner of five percent or more of
its outstanding Common Stock. For information concerning the beneficial
ownership of Omega Common Stock and Series A ESOP Preferred Stock by the ESOP
Trust, see "Series A ESOP Preferred Stock." The following table sets forth
certain information, as of February 22, 2000, with respect to Omega's Common
Stock beneficially owned by each director and nominee for director, each
executive officer of the Company named in the "Summary Compensation Table" and
by all directors, nominees for director and executive officers of Omega as a
group. Also included is information with respect to shares of Series A ESOP
Preferred Stock which has been allocated to the accounts of directors and
officers who are participants in Omega's Employee Stock Ownership Plan ("ESOP").
Unless otherwise specified, all persons listed on the following chart have sole
voting and investment powers with respect to their shares:
Name of Individual or Number of Shares Percent of
Identity of Group Class Beneficially Owned (a) Ownership
----------------------- ---------------------- ---------
Raymond F. Agostinelli 20,013 (b) *
Merle K. Evey 20,196 (c) *
Robert T. Gentry 30,166 (d) *
Philip E. Gingerich 61,700 (e) *
David B. Lee 203,727 (f)(o) 2.3%
D. Stephen Martz 73,458 (g)(o) *
Robert N. Oliver 6,833 (h) *
James W. Powers, Sr. 9,335 (i)(o) *
Stanton R. Sheetz 5,666 (j) *
Robert A. Szeyller 6,743 (k) *
Daniel L. Warfel 78,115 (l) *
David N. Thiel 53,345 (m) *
All directors and
executive officers as
a group (14) persons 623,315 (n)(o) 6.9%
*less than 1%
(a) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly,
may include securities owned by or for, among others, the spouse and/or
minor children of the individual and any other relative who has the same
residence as such individual, as well as other securities as to which the
individual has or shares voting or investment power or has the right to
acquire within 60 days after February 22, 2000. Beneficial ownership may
be disclaimed as to certain of the securities.
(b) This amount includes 12,087 shares held jointly with Mr. Agostinelli's
wife, 1,858 shares owned solely by Mr. Agostinelli's wife, 200 shares
owned by Mr. Agostinelli as custodian for his grandchildren, and 1,890
shares owned by McLanahan Drug Store Mgmt. Co. Inc. of which Mr.
Agostinelli is president and owner. This amount also includes 1,700 shares
issuable upon the exercise of options granted under the 1994 Stock Option
Plan for Non-Employee Directors.
(c) This amount includes 1,960 shares held jointly with Mr. Evey's wife. This
amount also includes 1,700 shares issuable upon the exercise of options
granted under the 1994 Stock Option Plan for Non-Employee Directors.
(d) This amount includes 19,152 shares issuable upon the exercise of stock
options granted to Mr. Gentry pursuant to the Omega Stock Option Plan and
1,703 shares issuable upon the exercise of stock options granted pursuant
to the Omega Stock Purchase Plan, and 3,656 shares of Common Stock and 905
shares of Series A ESOP Preferred Stock (convertible into 1,425 shares of
Common Stock) allocated to Mr. Gentry's account under the ESOP.
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(e) This amount includes 4,332 shares owned jointly with Mr. Gingerich's wife.
This amount also includes 1,700 shares issuable upon the exercise of
options granted under the 1994 Stock Option Plan for Non-Employee
Directors.
(f) This amount includes 2,862 shares owned jointly with Mr. Lee's wife,
21,084 shares owned solely by her, 1,701 shares owned by Mr. Lee's
daughter, 1,572 shares owned jointly by Mr. Lee's wife and son, 2,508
shares owned jointly with his children, 2,647 shares owned by the Lee
Family Partnership of which Mr. Lee is a partner and 7,002 shares owned by
Centre Foods Enterprises, Inc., of which Mr. Lee is a director, officer
and shareholder. This amount also includes 67,752 shares issuable upon the
exercise of stock options granted to Mr. Lee pursuant to the Omega Stock
Option Plan and 16,944 shares of Common Stock and 2,873 shares of Series A
ESOP Preferred Stock (convertible into 4,525 shares of Common Stock)
allocated to Mr. Lee's account under the ESOP.
(g) This amount includes 1,650 shares owned solely by Mr. Martz's wife, 19,673
shares issuable upon the exercise of stock options granted to Mr. Martz
pursuant to the Omega Stock Option Plan, 877 shares issuable upon the
exercise of stock options granted pursuant to the Omega Stock Purchase
Plan, and 3,687 shares of Common Stock and 911 shares of Series A ESOP
Preferred Stock (convertible to 1,434 shares of Common Stock) allocated to
Mr. Martz's account under the ESOP.
(h) This amount includes 1,026 shares owned jointly with Mr. Oliver's wife.
This amount also includes 1,700 shares issuable upon the exercise of
options granted under the 1994 Stock Option Plan for Non-Employee
Directors.
(i) This amount includes 6,270 shares owned by Mr. Powers' wife. This amount
also includes 1,700 shares issuable upon the exercise of options granted
under the 1994 Stock Option Plan for Non-Employee Directors.
(j) This amount includes 1,700 shares issuable upon the exercise of options
granted under the 1994 Stock Option Plan for Non-Employee Directors.
(k) This amount includes 1,700 shares issuable upon the exercise of options
granted under the 1994 Stock Option Plan for Non-Employee Directors.
(l) This amount includes 593 shares owned by Mr. Warfel's wife as custodian
for their son and 1,703 shares owned solely by his wife. This amount also
includes 37,036 shares issuable upon the exercise of stock options granted
to Mr. Warfel pursuant to the Omega Stock Option Plan and 9,185 shares of
Common Stock and 2,060 shares of Series A ESOP Preferred Stock
(convertible into 3,244 shares of Common Stock) allocated to Mr. Warfel's
account under the ESOP.
(m) This amount includes 11,552 shares owned jointly with Mr. Thiel's wife.
This amount also includes 30,570 shares issuable upon the exercise of
options granted to Mr. Thiel pursuant to the Omega Stock Option Plans,
1,421 shares issuable upon the exercise of stock options granted pursuant
to the Omega Stock Purchase Plan, and 6,920 shares of Common Stock and
1,312 shares of Series A ESOP Preferred Stock (convertible into 2,066
shares of Common Stock) allocated to Mr. Thiel's account under the ESOP.
(n) This amount includes an aggregate of 211,219 shares issuable upon the
exercise of stock options granted to all executive officers of Omega as a
group pursuant to the Omega Stock Option Plan and the Omega Stock Purchase
Plan, an aggregate of 11,900 shares issuable upon the exercise of options
granted to all non-employee directors of Omega as a group under the 1994
Stock Option Plan for Non-Employee Directors, and an aggregate of 47,787
shares of Common Stock and 9,698 shares of Series A ESOP Preferred Stock
(convertible into an aggregate of 15,274 shares of Common Stock) allocated
under the ESOP to the accounts of all executive officers of Omega as a
group.
(o) Does not include 480,358 shares of common stock and 219,781 shares of
Series A ESOP Preferred Stock (convertible into an aggregate of 346,155
shares of common stock) which are owned by the ESOP of which Messrs. Lee,
Martz and Powers are Trustees, other than any shares which have been
allocated to the accounts of executive officers.
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Series A ESOP Preferred Stock
As of February 22, 2000, all of the 219,781 shares of the Series A ESOP
Preferred Stock outstanding were held of record by Omega's ESOP Trust.
Additionally, as of such date, the ESOP Trust held of record 480,358 shares of
Common Stock. Each share of Series A ESOP Preferred Stock is convertible into
1.575 shares of Common Stock. If all of the shares of Series A ESOP Preferred
Stock held of record by the ESOP Trust were converted into Common Stock, the
ESOP Trust would hold of record 826,513 shares or approximately 9.04% of Omega's
Common Stock. The ESOP Trust's business address is c/o Omega Financial
Corporation, 366 Walker Drive, State College, Pennsylvania 16801.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Omega's
executive officers, directors, and persons who beneficially own more than ten
percent of a registered class of Omega's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of Omega.
Executive officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish Omega with copies of all Section 16(a)
forms they file.
To Omega's knowledge, based solely on a review of the copies of such
reports furnished to Omega and written representations that no other reports
were required, all Section 16(a) filing requirements applicable to Omega's
executive officers, directors and greater than ten percent beneficial
shareholders were complied with during the year ended December 31, 1999, except
that Mr. Szeyller and Mr. Sheetz did not timely report the acquisition of 1,000
and 195 shares, respectively.
ELECTION OF DIRECTORS
The Bylaws of Omega provide that the Board of Directors shall consist of
not less than five nor more than twenty-five directors and that within these
limits the number of directors shall be as established by the Board of
Directors. The Board of Directors has set the number of directors at ten. The
Bylaws further provide that the Board shall be classified into three classes, as
nearly equal in number as possible. One class of directors is to be elected
annually. Three directors are to be elected at the 2000 annual meeting of
shareholders for a term of three years each.
The Board of Directors, pursuant to the Bylaws, has nominated the three
persons listed below to be nominees for election to the Board of Directors. All
are currently serving as directors of Omega. If any of the nominees becomes
unavailable for election for any reason, the Board of Directors may designate a
substitute nominee. Omega expects all nominees to be willing and able to serve.
The Bylaws of Omega require that nominations for directors to be elected
at the annual meeting of shareholders, other than those made by or on behalf of
the existing management of Omega, must be in writing, must contain certain
information required by the Bylaws and must be delivered or mailed to the
President of Omega not less than fourteen days nor more than fifty days
preceding the date of the annual meeting.
On March 18, 1995, Omega's banking subsidiaries, Peoples National Bank of
Central Pennsylvania ("Peoples Bank") and The Russell National Bank ("Russell
Bank"), merged to form Omega Bank. Any reference below to service with Omega
Bank includes service with Omega Bank's predecessors prior to such merger.
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The following table sets forth certain information regarding Omega's
nominees for election to the Board of Directors:
Positions with Omega/
Principal Occupation During
Name of Director Age the Past Five Years
---------------- --- -------------------
Raymond F. Agostinelli 65 Director of Omega Since 1993; Director
of Omega Bank since 1982; President and
owner of McLanahan Drug Store Mgmt. Co.
Inc.
Merle K. Evey 69 Director of Omega since 1994; Director
of Penn Central Bancorp from 1985 to
1994; Director of Hollidaysburg Trust
since 1981; a partner in the law firm
of Evey, Routch, Black, Dorezas Magee
and Levine.
David B. Lee 62 Chairman of the Board of Omega since
1989, Chief Executive Officer of Omega
since 1986; President of Omega from
1986 to 1994; President, Chief
Executive Officer and Director of Omega
Bank since 1977.
The following table sets forth certain information regarding those
directors whose terms will expire at either the 2001 or 2002 annual meeting of
shareholders:
Terms expiring at the 2001 annual meeting of shareholders:
Positions with Omega/
Principal Occupation During
Name of Director Age the Past Five Years
---------------- --- -------------------
Robert N. Oliver 66 Director of Omega since 1994; Director
of Penn Central Bancorp from 1993 to
1994; Director of Penn Central Bank
since 1991; owner and operator of
Oliver Farms.
Stanton R. Sheetz 44 Director of Omega since 1994; Director
of Hollidaysburg Trust since 1986;
Executive Vice President and Director
of Sheetz, Inc. until 1995; since 1995,
Director, President and Chief Executive
Officer of Sheetz, Inc., retail
convenience stores.
Robert A. Szeyller 61 Director of Omega since 1989; Director
of Omega Bank since 1985; Managing
Director, Pennsylvania Financial Group,
Inc., an insurance, securities and
consulting firm.
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Terms expiring at the 2002 annual meeting of shareholders:
Positions with Omega/
Principal Occupation During
Name of Nominee Age the Past Five Years
--------------- --- -------------------
Robert T. Gentry 56 Director of Omega since 1994; Executive
Vice President of Omega from 1994 to
1996; Director of Penn Central Bancorp
and Penn Central Bank from 1991 to
1994. Executive Vice President and
Chief Operating Officer of Penn
Central Bancorp from 1991 to 1994;
President and Chief Executive Officer
of Penn Central Bank since 1991
Philip E. Gingerich 62 Director of Omega since 1994; Director
of Omega Bank since 1988. Self-employed
real estate appraiser/consultant.
D. Stephen Martz 57 Director of Omega since 1994; President
and Chief Operating Officer of Omega
since 1994; Chairman, President, Chief
Executive Officer and Director of Penn
Central Bancorp from 1985 to 1994;
Director of Hollidaysburg Trust since
1974; Chairman, President and Chief
Executive Officer of Hollidaysburg
Trust since 1984.
James W. Powers, Sr. 65 Director of Omega since 1994; Director
of Omega Bank since 1989; President of
Polestar Plastics, Inc., a
manufacturing company until his
retirement in 1996.
Except as indicated above, each of the nominees or continuing directors
has had the same principal occupation for at least five years.
COMMITTEES OF THE BOARD, ATTENDANCE AND RELATED MATTERS
In 1999, there were twelve regular board meetings of Omega and one special
meeting. The Board of Directors of Omega has established an Audit Committee and
a Compensation Committee. The entire Board serves as the Nominating Committee
for Omega. In addition, each of Omega's subsidiary banks have established
various committees of their respective Boards. During 1999, all directors of
Omega attended at least 75% of the total number of meetings of the Board of
Directors of Omega and of all committees of which they were members.
Audit Committee
The Board of Directors of Omega has appointed a standing Audit Committee
consisting of Raymond F. Agostinelli, Chairman, and Messrs. Robert A. Szeyller,
James W. Powers, Sr., Stanton R. Sheetz, and Robert N. Oliver. The principal
duties of the Audit Committee are to meet with the independent certified public
accountants of Omega for the purpose of reviewing the scope and results of the
annual audit, to review the reports of examination of various regulatory
agencies and the replies to these reports. This Committee reviews, formulates
and approves procedures for the Omega Internal Audit Department. In addition,
the Committee reviews and recommends to the Board of Directors the firm to be
engaged as Omega's independent public accountants. This Committee met five times
during 1999.
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Compensation Committee
The Board of Directors of Omega has appointed a standing Compensation
Committee currently consisting of Robert A. Szeyller, Chairman and Messrs. James
W. Powers, Sr., Merle K. Evey and Philip E. Gingerich. The report of the
Compensation Committee is set forth beginning on page 9. This Committee met four
times in 1999.
Director Compensation
The Board members of Omega are paid $600 for each regular meeting of the
Board of Directors attended, along with an annual retainer of $4,000. Members of
the Omega Board are not compensated for committee meetings.
Each director of Omega Bank is paid $350 for attendance at each regular
monthly meeting of the Board of Directors and an annual retainer of $1,800.
Board members are not compensated for committee meetings.
Board members of Penn Central Bank are paid $400 for each monthly meeting
plus an annual retainer of $1,200 provided at least 75% of the regularly
scheduled meetings are attended. Directors are permitted two absences and are
not paid for committee meetings.
Hollidaysburg Trust directors are paid $400 for each monthly meeting plus
an annual retainer of $1,200 provided at least 75% of the regularly scheduled
meetings are attended. Directors are permitted only one absence and are not paid
for committee meetings.
On May 1, 1999, the then existing directors of Omega who were not
employees of Omega or any subsidiary, i.e. Messrs. Agostinelli, Evey, Gingerich,
Oliver, Powers, Sheetz, and Szeyller, were each automatically granted options to
purchase 500 shares of Common Stock at an exercise price of $35.50 per share
pursuant to the 1994 Stock Option Plan for Non-Employee Directors. See
"Executive Compensation - 1994 Stock Option Plan for Non-Employee Directors".
Certain directors of Omega and Omega Bank have elected to participate in
the Deferred Compensation Plan for Directors. Any director may elect to
participate in the Plan by executing a Deferred Compensation Agreement, under
the terms of which the participating director waives for a specified period his
right to receive the directors' fees to which he would otherwise be entitled in
return for an undertaking on the part of Omega to invest those fees and to pay
him or his designated beneficiary the amounts so deferred, together with the
interest earned on such amounts, over a specified period commencing either at
age 62, upon his retirement as a director, or upon his death.
No director of Omega, or any of its bank subsidiaries, who is also an
employee of Omega, or any of its bank subsidiaries, receives director's fees.
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THE COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is composed of
directors who are not employees of Omega or the Banks and is responsible for
developing and making recommendations to the Board with respect to Omega's
executive compensation programs. In addition, the Compensation Committee,
pursuant to authority delegated by the Board, determines on an annual basis the
compensation to be paid to the Chief Executive Officer and each of the other
executive officers of Omega.
The policies of Omega's executive compensation program are to:
1) Provide compensation that will attract and retain superior executive
talent;
2) Support the achievement of the goals contained in Omega's annual plan by
linking a portion of the executive officer's compensation to the
achievement of such goals; and
3) Enhance shareholder value by the use of stock options to further align the
interests of the executive officers with those of shareholders.
The Compensation Committee believes that its executive compensation
program provides an overall level of compensation opportunity that is
competitive to that offered within the banking community. Actual compensation
levels may be greater or less than median competitive levels based on the
surveys to which the Compensation Committee subscribes.
Omega's executive officer compensation program is comprised of base
salary, annual cash incentive compensation, long term incentive compensation in
the form of stock options, and various benefits generally available to employees
of Omega, including employee stock purchase plan options, group medical and life
insurance coverage and participation in the ESOP and 401(k) plans. In
determining the level of base salary, annual incentive compensation and stock
options for executive officers, the Compensation Committee reviews the
recommendations made by the Chief Executive Officer with respect to subordinate
executive officers, consults with an independent executive compensation
specialist, reviews surveys of compensation data for comparable banks and bank
holding companies and uses its discretion to set compensation for individual
executive officers, including the Chief Executive Officer, at levels where, in
its judgment, external, internal or individual circumstances warrant.
Base Salary. Base salary levels for Omega's executive officers are
competitively set relative to companies in the banking industry of comparable
size within Pennsylvania as well as in the United States. In determining
salaries, the Committee also takes into account individual experience and
performance of executive officers as it relates to the particular needs of
Omega.
Annual Incentive Compensation. Omega's Executive Incentive Compensation
Plan is the Company's annual incentive program for executive officers and key
managers. The purpose of this Plan is to provide a direct financial incentive in
the form of an annual cash bonus to executives to achieve Omega's annual goals
set at the beginning of each fiscal year. In fiscal 1999, the following measures
of corporate performance were selected:
1) Percentage change in return on average assets;
2) Percentage change in return on average equity;
3) Percentage change in Omega's net income compared to the prior fiscal year;
and
4) Change in market value of stock.
Individual performance may also be taken into account in determining bonus, but
no bonus is paid unless a predetermined threshold for return on average assets
has been reached. Target bonus awards are set at competitive levels within the
banking industry determined by review of the industry surveys discussed above
and advice of the compensation consultant.
Stock Options. The Compensation Committee uses the 1986 Stock Option Plan
and the 1996 Employee Stock Option Plan (collectively the "Stock Option Plans")
as Omega's long-term incentive plan for executive officers and key managers. The
1996 Employee Stock Option Plan replaced the 1986 Stock Option Plan under which
no new options could
9
<PAGE>
be granted after 1996. The objectives of the Stock Option Plans are to align the
long-term interests of executive officers and shareholders by creating a direct
link between executive compensation and shareholder return and to enable
executives to develop and maintain a significant long-term equity interest in
Omega. The Stock Option Plans authorize the Compensation Committee to award
stock options to officers and key employees. In general under the Plans, options
are granted with an exercise price equal to the fair market value of the Common
Stock on the date of grant (although the Compensation Committee has the
authority to grant non-qualified options under the 1996 Employee Stock Option
Plan at an exercise price less than the fair market value on the date of grant)
and are exercisable beginning one year after the date of the grant (earlier in
the event of a "change in control" as defined in the Plan) up to ten years after
the date of grant. Awards are made at a level calculated to be competitive
within the banking industry based on reviews of industry surveys and advice of
the compensation consultant.
Determination of Compensation of the Chief Executive Officer. During 1999,
Mr. Lee was the Chairman and Chief Executive Officer of Omega and Chairman,
President and Chief Executive Officer of Omega Bank. The Compensation Committee
reviewed base salaries of chief executive officers of peer group companies in
determining Mr. Lee's base compensation. The committee reviewed Mr. Lee's
performance with respect to corporate goals and objectives such as earnings per
share, return on equity, return on assets and non-interest expense control. The
Committee believed that his individual actions and leadership had a significant
effect on Omega's overall financial and business culture results. Other
subjective criteria such as community leadership and industry involvement were
used in determining his merit increase. At the beginning of 1999, Mr. Lee's base
salary was $351,654. Taking into consideration the responsibility as both
Chairman, President and Chief Executive Officer of a bank as well as Chairman of
Omega, effective August 1, 1999 Mr. Lee's base salary was increased by $21,276,
representing a 6.05% merit increase. His base salary at the end of the fiscal
year was $372,930.
Mr. Lee's bonus for fiscal 1999 was $177,967. The bonus was determined in
accordance with the Executive Incentive Compensation Plan and was based upon
attainment of the performance goals established for Omega at the beginning of
the year. Options to purchase a total of 13,483 shares of Common Stock were
awarded to Mr. Lee for fiscal 1999 based upon the overall performance of the
Company, the number of stock options granted to Mr. Lee in 1998 and reviews of
the industry surveys discussed above.
Policy with respect to Section 162(m) of the Internal Revenue Code.
Section 162(m) of the Internal Revenue Code denies a deduction for certain
compensation exceeding $1,000,000 paid to the chief executive officer and four
other highest paid executive officers excluding (among other things) certain
performance based compensation. The Compensation Committee continually evaluates
to what extent 162(m) applies to its compensation program. Where appropriate,
the Compensation Committee has taken action to reduce the impact of this
provision. For example, the 1996 Employee Stock Option Plan is intended to
comply with the regulations relating to the performance based exception for
stock options which have an exercise price of not less than the fair market
value of the Common Stock on the date of grant..
Members of the Compensation Committee for 1999: Robert Szeyller, Chairman; Merle
K. Evey; James W. Powers, Sr.; and Philip E. Gingerich.
10
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table reflects information concerning the annual and long
term compensation earned by the Chief Executive Officer and the three most
highly compensated executive officers of Omega whose annual compensation for
1999 exceeded $100,000 for their services in all capacities during the fiscal
years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
Annual Long-Term
Compensation(1) Compensation
--------------- ------------
Awards
------
Securities Underlying
Name and Principal Position Year Salary Bonus(2) Options(3) All Other Compensation
- --------------------------- ---- ------ -------- ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
David B. Lee 1999 $360,517 $177,967 13,483 $151,484 (4)
Chairman and Chief 1998 339,538 179,168 13,704 153,751
Executive Officer of 1997 319,470 168,350 13,631 155,458
Omega; President and
Chief Executive Officer
of Omega Bank
D. Stephen Martz 1999 $195,712 $62,699 7,175 $20,263 (5)
President and Chief Operating 1998 186,360 63,122 7,328 20,550
Officer of Omega; Chairman, 1997 177,899 59,958 7,302 22,250
President and Chief Executive
Officer of Hollidaysburg
Trust
Daniel L. Warfel 1999 $177,683 $77,190 7,059 $20,263 (6)
Executive Vice President 1998 168,980 77,711 7,204 20,550
and Chief Financial Officer 1997 160,562 73,807 7,180 22,250
of Omega
David N. Thiel 1999 $107,863 $25,815 4,447 $16,708 (7)
Secretary and Senior Vice 1998 102,635 24,717 4,474 16,733
President of Omega 1997 97,713 23,527 4,462 16,648
</TABLE>
(1) Does not include the value of perquisites provided to certain executive
officers which in the aggregate did not exceed the lesser of $50,000 or
10% of such officer's salary and bonus.
(2) Represents the bonus paid in the following year for services performed in
the year listed.
(3) Represents the total of the number of stock options issued pursuant to
Omega's Employee Stock Purchase and Stock Option Plans for the years
listed.
(4) For 1999, consists of $2,500 contributed to Mr. Lee's account in the
401(k) Plan, $17,763 allocated to his account in the ESOP, $101,221
reserved for his account under the Executive Supplemental Income Benefit
Plan and $30,000 paid for the premium for a split dollar life insurance
policy.
(5) For 1999, consists of $2,500 contributed to Mr. Martz's account in the
401(k) Plan and $17,763 allocated to his account in the ESOP.
11
<PAGE>
(6) For 1999, consists of $2,500 contributed to Mr. Warfel's account in the
401(k) Plan and $17,763 allocated to his account in the ESOP.
(7) For 1999, consists of $1,989 contributed to Mr. Thiel's account in the
401(k) Plan and $14,719 allocated to his account in the ESOP.
STOCK OPTION GRANTS IN 1999
Set forth below is information concerning stock options granted for 1999
under the Stock Purchase Plan and the 1996 Stock Option Plan to the Chief
Executive Officer and the three most highly compensated executive officers of
Omega named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of Percentage of Potential Realizable Value at
Securities Total Options Assumed Annual Rates of Stock
Underlying Granted to All Price Appreciation for
Options Employees for Exercise or Expiration Option Term (3)
Name Granted 1999 Base Price Date 0% 5% 10%
---- ------- ---- ---------- ---- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
David B. Lee
(1) 877 1.06% $25.65 12/31/2004 $2,499 $3,190 $4,025
(2) 12,606 17.63% 28.50 01/01/2010 N/A 225,944 572,585
D. Stephen Martz
(1) 877 1.06% 25.65 12/31/2004 2,499 3,190 4,025
(2) 6,298 8.81% 28.50 01/01/2010 N/A 112,882 286,066
Daniel L. Warfel
(1) 877 1.06% 25.65 12/31/2004 2,499 3,190 4,025
(2) 6,182 8.65% 28.50 01/01/2010 N/A 110,803 280,797
David N. Thiel
(1) 697 0.84% 25.65 12/31/2004 1,986 2,535 3,199
(2) 3,750 5.25% 28.50 01/01/2010 N/A 67,213 170,331
</TABLE>
(1) Granted pursuant to the Employee Stock Purchase Plan. "Exercise or Base
Price" column shows the exercise price in effect for the first 27 months
after the date of grant. See footnote (3).
(2) Granted pursuant to the Stock Option Plan.
(3) Shows the difference between the market value of the Common Stock for
which the option may be exercised less the exercise price of the option
assuming that the market price of the Common Stock appreciates in value
from the date of grant to the end of the option term at annualized rates
of 5% and 10%, respectively. The rates of appreciation used in this table
are prescribed by regulations of the Securities and Exchange Commission
and are not intended to forecast future appreciation of the market value
of the Common Stock. Because the Employee Stock Purchase Plan options were
granted at 90% of the market price of the Common Stock on the date of
grant, the "0%" column shows the market value of the Common Stock for
which such options may be exercised as of December 31, 1999 less the
exercise price and assumes no appreciation in the value of the Common
Stock during the option term. By the terms of the Employee Stock Purchase
Plan options, the exercise price of options exercised more than 27 months
after the date of grant cannot be less than 90% of the fair market value
of Omega's Common Stock on the date of exercise, which provision is
reflected in the "5%" and "10%" appreciation columns for such options.
12
<PAGE>
AGGREGATED STOCK OPTION EXERCISES DURING 1999
AND YEAR-END OPTION VALUES
Set forth below is information concerning the exercise during 1999 of
options granted under the Stock Purchase Plan and Stock Option Plan by the Chief
Executive Officer and the three most highly compensated executive officers named
in the Summary Compensation Table and the value of unexercised options held by
them at the end of 1999:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
Shares Acquired Value Realized(1) December 31, 1999 December 31, 1999(2)
Name On Exercise On Shares Acquired Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David B. Lee 17,557 $438,690 56,557 12,878 $396,247 -0-
D. Stephen Martz 7,071 128,837 14,874 6,502 51,728 -0-
Daniel L. Warfel 11,520 286,609 32,361 6,378 229,837 -0-
David N. Thiel 3,507 56,612 28,953 3,750 286,464 -0-
</TABLE>
(1) Represents the difference between the market price (bid price) of the
Common Stock on the date of exercise and the exercise price of the options
multiplied by the number of options exercised.
(2) Represents the difference between $28.50, the market price (bid price) of
the Common Stock on December 31, 1999, and the exercise price of the
options multiplied by the number of options held.
13
<PAGE>
Stock Performance Graph
The following graph illustrates the five-year cumulative total return for
Omega's Common Stock as compared to The Nasdaq Stock Market Composite Market
Index and the Omega Peer Group (*), assuming an investment of $100 in each on
December 31, 1994 and the reinvestment of all dividends.
[GRAPHIC OMITTED]
[The following table was depicted as a line graph in the printed material.]
Nasdaq Composite
Market Index Omega Peer Omega Common
(US Companies)(1) Group(2) Stock
-------------- ---------- ------------
12/31/1994 100.00 100.00 100.00
12/31/1995 141.33 126.59 132.16
12/31/1996 173.89 142.67 141.68
12/31/1997 213.07 223.04 207.56
12/31/1998 300.25 240.11 191.99
12/31/1999 542.43 232.20 189.53
Source: SNL Securities
Charlottesville, VA
*The Omega Peer group is made up of the group of bank holding companies
(consisting of a total of 8), within the Mid-Atlantic region with total asset
sizes of between $1 and $5 billion. It is believed that this provides a
comparative view of Omega's stock performance to other institutions of its size
within its actual geographic area.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during 1999 were: Robert
Szeyller, Chairman; Merle K. Evey; Philip E. Gingerich; and James W. Powers, Sr.
No person who served as a member of the Compensation Committee during 1999 was a
current or former officer or employee of Omega or the Banks or engaged in
certain transactions with Omega or the Banks required to be disclosed by
regulations of the Securities and Exchange Commission. Additionally, there were
no compensation committee "interlocks" during 1999, which generally means that
no executive officer of Omega served as a director or member of the compensation
committee of another entity, one of whose executive officers served as a
director or member of the Compensation Committee of Omega.
14
<PAGE>
SEVERANCE AND SALARY CONTINUATION AGREEMENTS AND STOCK OPTION PLANS
Severance Agreements
Omega and certain of the Banks have entered into Severance Agreements with
David B. Lee, Daniel L. Warfel, D. Stephen Martz, and Robert T. Gentry each
providing for certain severance payments in the event that (i) Omega and/or the
Banks (collectively, "Employer" except that in the case of Mr. Warfel,
"Employer" shall mean Omega only) terminates such employee's employment without
cause or (ii) such employee terminates his employment with the Employer (a) for
any reason, whether with or without cause, at any time within three years after
a "change in control of Employer," or (b) due to the fact that, without such
employee's consent and whether or not a change in control of Employer has
occurred, the nature and scope of his authority with the Employer or the
surviving or acquiring person are materially reduced to a level below that which
he enjoys on the date of the Severance Agreement, the duties or responsibilities
assigned to him are materially inconsistent with that which he has on the date
of the Severance Agreement, his then current base annual salary is materially
reduced to a level below that which he enjoys on the date of the Severance
Agreement or at any time thereafter (whichever may be greater), such employee's
position or title with the Employer or the surviving or acquiring person is
reduced from his current position or title with the Employer, such employee's
principal place of employment with the Employer is changed, in the case of Mr.
Lee, to a location greater than 40 miles from his current principal place of
employment with the Employer, or, in the case of Mr. Warfel, to a location
greater than 40 miles from his current principal place of residence, and in the
case of Messrs. Martz and Gentry, to a location greater than 50 miles from his
current principal place of employment, or in the case of Messrs. Lee and Warfel
if the fringe benefits the Employer provides such employee on the date of the
Severance Agreement or at any time thereafter (whichever may be greater) are
materially reduced.
"Cause" is defined in Messrs. Lee's, Martz's and Gentry's agreements as a
conviction for any felony, fraud or embezzlement or failure or refusal to comply
with the written policies or directives of the Board of the Employer or being
guilty of misconduct in connection with the performance of his duties for the
Employer and failing to cure such non-compliance or misconduct within 20 days of
receiving written notice from the Board of Directors of the Employer; Mr.
Warfel's agreement does not define cause.
A "change in control of Employer" is defined as a change in control of the
Employer of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934 (as amended), whether or not the Employer is subject to such
reporting requirement. Additionally, a change of control of the Employer is
deemed to have occurred if (i) any person other than those persons in control of
the Employer on the date of the Severance Agreement, acquires the power,
directly or indirectly, to direct the management or policies of the Employer or
to vote 25% or more of any class of voting securities of the Employer or (ii)
within any period of three consecutive years during the term of the Severance
Agreement, individuals who at the beginning of such period constitute the Board
of Directors of the Employer cease for any reason to constitute at least a
majority thereof.
The term of each of Messrs. Lee's, Martz's and Gentry's Severance
Agreement will end on the earliest of his death or permanent disability, the
termination of his employment for cause, mutual agreement, resignation or
retirement or upon his reaching age 65, in the case of Mr. Lee, or age 60 in the
case of Messrs. Martz and Gentry. Mr. Warfel's Severance Agreement provides for
a three year term beginning June 1, 1990, unless terminated earlier as provided
in the Agreement, and will continue for successive terms of three years each
unless the Omega Board of Directors notifies him during the first year of any
three year term that it does not intend to renew the Severance Agreement at the
end of the then current three year term. Accordingly, Mr. Warfel's Severance
Agreement will continue until at least June 1, 2002.
In the event that an employee is entitled to severance payments under his
Severance Agreement, he will be paid annual compensation for a period of three
years (in the case of Messrs. Lee and Warfel), or 5 years (in the case of
Messrs. Martz and Gentry) following the date on which his employment is
terminated ("Termination Date") at a rate equal to 100% (in the case of Messrs.
Lee and Warfel), or 85% and 75% (in the case of Messrs. Martz and Gentry
respectively), of his highest annual cash compensation, including cash bonuses,
during the three year period ending on the Termination Date. In the case of
Messrs. Lee, Martz and Gentry, such amount will be increased on January 1 of
each year following the Termination Date based on the increase in the cost of
living as measured by the consumer price index.
15
<PAGE>
In the event that an employee is entitled to severance payments, he will
also be entitled to all medical, hospitalization, and life insurance benefits
for a period of three years following the Termination Date, in the case of
Messrs. Lee and Warfel, or five years, in the case of Messrs. Martz and Gentry,
except that, if new employment is accepted by the employee during such period,
continuation of such benefits will be offset by coverages provided through the
employee's subsequent employer. For a period of one year following the
Termination Date, Mr. Lee will be entitled to reimbursement for all reasonable
expenses incurred by him in connection with the search for new employment and
reimbursement for all reasonable relocation expenses incurred by him in
connection with securing such new employment, provided however, that, in each
case, such reimbursement will not exceed one-third of his highest annual
compensation. Mr. Warfel is entitled to reimbursement for all reasonable
relocation expenses incurred by him and not paid by his new employer in securing
new employment, provided that such reimbursement will not exceed one-third of
his highest annual compensation.
Messrs. Lee's and Warfel's agreements provide that each of them may
require the Employer to maintain a letter of credit in the face amount of three
times his current base annual salary on the date of grant plus $50,000 to secure
the Employer's obligations under the agreement. Messrs. Lee's and Warfel's
agreements provide that the severance payments and benefits to which each may be
entitled under their respective Severance Agreements will not be otherwise
offset or reduced by any income or earnings received from any other employment
or other activity that such employee may engage in during the three year period
following the Termination Date. Messrs. Martz's and Gentry's agreements provide
that any severance payments and benefits which they may be receiving will
terminate immediately upon death or upon his reaching age 60. No terminated
employee is required to mitigate his damages. The Severance Agreements also
contain provisions restricting each of the employee's right to compete with
Employer in certain portions of Pennsylvania for varying periods following the
Termination Date.
Mr. Lee's Severance Agreement also amends his Executive Supplemental
Income Plan Agreement ("ESI Agreement") by providing that in the event that the
Termination Date occurs after a sale of stock or assets, merger or substantial
change in ownership of Omega Bank, Mr. Lee will have the right to defer any
retirement benefit to which he is entitled under the ESI Agreement for any
period of time until he reaches age 65 and, in such event, solely for the
purpose of calculating his annual average compensation in order to determine the
benefits payable under the ESI Agreement, Mr. Lee will be deemed to have
remained an employee of Omega Bank from the Termination Date until he elects to
receive his retirement benefit or reaches age 65, whichever occurs first, and
his annual compensation during such period shall be deemed to be equal to his
highest annual compensation, as calculated for the purposes of the Severance
Agreement, increased as of January 1 of each year following the Termination Date
by the cost of living increase as measured by the consumer price index.
Stock Option Plans
In March 1996, the Board of Directors adopted, and in April 1996 the
shareholders approved, the 1996 Employee Stock Option Plan (the "1996 Plan").
The 1996 Plan replaced the 1986 Stock Option Plan (the "1986 Plan") under which
no new options could be granted after 1996. Under Omega's 1996 Plan, options may
be granted to purchase a total of 1,000,000 shares of Common Stock (subject to
appropriate adjustments to reflect changes in the capitalization of Omega).
Options to purchase an aggregate of 182,515 shares of Common Stock remain
outstanding under the 1986 Plan. Options issued pursuant to the 1986 Plan
continue to be administered under the terms of such Plan. Pursuant to the 1986
Plan and the 1996 Plan (collectively the "Plans"), stock options may be granted
which are intended to qualify as incentive stock options under the Internal
Revenue Code of 1986, as amended ("Code"), as well as stock options not intended
to so qualify. The purpose of the Plans is to provide additional incentive to
employees of Omega by encouraging them to invest in Omega Common Stock and
thereby acquire a proprietary interest in Omega and an increased personal
interest in Omega's continued success and progress. All officers and key
employees of Omega or any current or future subsidiary are eligible to receive
options under the 1996 Plan.
The Plans are administered by the Compensation Committee ("Committee")
which is appointed by the Board. The Committee determines, among other things,
which officers and key employees will receive an option or options, the type of
option (incentive or non-qualified, or both) to be granted, the number of shares
subject to each option, the rate of option exercisability, and subject to
certain limitations, the option price and duration of the option. The Committee
has the exclusive right to adopt rules for the administration and interpretation
of the Plans and the options issued pursuant to the Plans. Shares of Common
Stock subject to options under the 1996 Plan that terminate unexercised are
available for future
16
<PAGE>
options granted under the 1996 Plan. The Code provides that the aggregate fair
market value of the stock with respect to which incentive stock options are
exercisable for the first time by an optionee during any calendar year cannot
exceed $100,000 and the excess amount will be treated as non-qualified options.
The option price for options issued under the 1996 Plan must be at least
equal to 100% of the fair market value of Omega Common Stock as of the date of
the grant of the option, as determined by the Committee, while the option price
for non-qualified options granted under the 1996 Plan may be established by the
Committee for less than the fair market value of Omega's Common Stock on the
date of the grant. Unless terminated earlier by the option's terms, incentive
options expire ten years after the date of grant, and non-qualified options
expire ten years and ten days after the date of grant. Payment of the option
price on exercise of both incentive options and non-qualified options may be
made in cash, Omega Common Stock, or a combination of both. The rate of option
exercisability is determined by the Committee at the time of the grant.
Generally, no stock option granted under the Plans may be exercised in the first
year after the date of grant, except in the event of a change in control (as
defined in the Plans) in which event they become immediately exercisable. After
one year from the date of grant, each optionee may exercise up to the total
number of optioned shares granted to such optionee.
Employee Stock Purchase Plan
Under Omega's Employee Stock Purchase Plan (the "Stock Purchase Plan"),
options may be granted for a total of 1,125,000 shares of Common Stock (subject
to appropriate adjustments to reflect changes in the capitalization of Omega).
The Stock Purchase Plan is intended to advance the interests of Omega by giving
employees of Omega and its subsidiaries a vested interest in the growth and
earnings of Omega. The Stock Purchase Plan is administered by the Committee. The
Committee is authorized to grant options to purchase Common Stock of Omega to
employees of Omega and its subsidiaries. The Committee has discretion as to the
total number of options, if any, granted in each year, the rate of
exercisability, the price as to which each option is exercisable, and the
duration of each option. Shares of Common Stock subject to options which expire
unexercised are available for future option grants under the Stock Purchase
Plan.
All options granted under the Stock Purchase Plan expire at such time, not
later than five years after the date of grant, as the Committee shall determine;
provided, however, that options exercised more than 27 months after the date of
grant must be exercised at an option price equal to at least 85% of the fair
market value of the shares on the date of exercise. No option may be granted to
any person who immediately after the grant would own more than 5% of Omega
Common Stock and no option may be granted which, at the date the option is
granted, would permit such person's right to purchase stock under the Stock
Purchase Plan and all other employee stock purchase plans of Omega and
subsidiaries to accrue at a rate exceeding $25,000 of the fair market value of
such stock (determined at the time such option is granted) for each year such
option is outstanding. Except as noted above, the option price per share must
not be less than the lesser of: (a) 85% of the fair market value of the stock on
the date of grant, or (b) 85% of the fair market value on the date of exercise.
If the Committee decides to issue options pursuant to the Stock Purchase
Plan, options must be granted to all employees of Omega and its subsidiaries who
have been employed for at least one year subject to certain exclusions. When
options are granted, each eligible employee will be permitted to elect to
purchase the number of whole shares which could be purchased with no more than
25% of his "base salary rate" (as defined) determined as of the date the option
is granted. The Committee, in its discretion, may change the maximum percentage
of "base salary rate" which may be elected by eligible employees so long as such
change applies to all eligible employees. Based on the elections by eligible
employees, if the total number of whole shares elected to be purchased exceeds
the total number of shares determined by the Committee to be allocated to any
date on which options are granted, then each eligible employee will be granted
an option for such proportion of the total shares allocated by the Committee as
the number of shares elected to be purchased by such eligible employee bears to
the total number of shares elected to be purchased by all eligible employees.
1994 Stock Option Plan for Non-Employee Directors
In March, 1994, the Board of Directors adopted, and in April 1995, the
shareholders approved, the 1994 Stock Option Plan for Non-Employee Directors
(the "Director Plan"). The purpose of the Director Plan is to provide additional
incentive to members of the Board of Directors of Omega who are not also
employees of Omega or any subsidiary
17
<PAGE>
corporation by encouraging them to invest in Omega's Common Stock and thereby
acquire a further proprietary interest in Omega and an increased personal
interest in Omega's continued success and progress.
Each person who was, as of May 1, 1994, a director of Omega, and who was
not as of such date an employee of Omega or any subsidiary corporation, was, as
of May 1, 1994, automatically granted an option to purchase shares of Omega's
Common Stock. Each person who was not a director of Omega as of May 1, 1994, and
is not an employee of Omega or any subsidiary corporation and who on or after
May 1, 1994 is first elected or appointed as a director of Omega, shall as of
the date of such election or appointment, automatically be granted an option to
purchase a prorated number of shares of Omega's Common Stock (not to exceed 500
shares). On May 1, 1996 and on each May 1st thereafter (each, an "anniversary
date") and provided a person described in the two preceding sentences continues
to be a non-employee director on such anniversary date, such person shall
automatically be granted on each such anniversary date an option to purchase up
to 500 shares of Omega's Common Stock or such lower number of shares as shall be
equal to the number of shares as shall then be available (if any) for grant
under the Director Plan divided by the number of persons who are to receive an
option on such anniversary date.
The Director Plan is administered by the Board of Directors of Omega,
including non-employee directors. Under the Director Plan, the Board has the
right to adopt such rules for the conduct of its business and the administration
of the Director Plan as it considers desirable. The Board of Directors has the
exclusive right to construe the Director Plan and the options issued pursuant to
it, to correct defects and omissions and to reconcile inconsistencies to the
extent necessary to effectuate the purpose of the Director Plan and the options
issued pursuant to it.
The aggregate number of shares which may be issued upon the exercise of
options under the Director Plan is 30,000 shares of Omega Common Stock. In the
event of any change in the capitalization of Omega, such as by stock dividend,
stock split or what the Board of Directors deems in its sole discretion to be
similar circumstances, the aggregate number and kind of shares which may be
issued under the Director Plan will be appropriately adjusted in a manner
determined in the sole discretion of the Board of Directors. Reacquired shares
of Omega's Common Stock, as well as unissued shares, may be used for the purpose
of the Director Plan. Common Stock of Omega subject to options which have
terminated unexercised, either in whole or in part, will be available for future
options granted under the Director Plan.
The option price for options issued under the Director Plan will be equal
to the fair market value of Omega Common Stock on the date of grant. Fair market
value shall mean the last reported sale price of Omega's Common Stock as
reported on the Nasdaq National Market System as of the date of grant. Payment
of the option price on exercise of options granted under the Director Plan may
be made in (a) cash, (b) Omega Common Stock which will be valued by the
Secretary of Omega at its fair market value (unless prohibited by the Board of
Directors) or (c) any combination of cash and Common Stock of Omega valued as
provided in clause (b) (unless prohibited by the Board of Directors).
Options granted pursuant to the Director Plan may be exercised in whole,
or from time to time in part, beginning on the earlier to occur of (i) one year
after the date of their grant or (ii) a "change in control" of Omega, as such
term is defined in the Director Plan. Unless terminated earlier by the option's
terms, options granted under the Director Plan will expire ten years after the
date they are granted. Options terminate one year after the optionee ceases to
be a director of Omega (whether by resignation, removal, failure to be reelected
or otherwise, and regardless of whether the failure to continue as a director
was for cause or otherwise) and in all events not later than ten years after the
date of option grant; provided, however, that if an optionee ceased to a
director of Omega by reason of retirement at age 70 or above, disability as
defined in the Code, or death, the option will terminate five years after the
director's retirement, disability or death, but in no event later than ten years
from the date of grant. Options granted pursuant to the Director Plan are not
transferable, except by will or the laws of descent and distribution in the
event of death. During an optionee's lifetime, the option is exercisable only by
the optionee, including, for this purpose, the optionee's legal guardian or
custodian in the event of disability. Options may not be granted pursuant to the
Director Plan after the expiration of ten years from and after the adoption of
the Director Plan by Omega's shareholders at the 1994 Annual Meeting.
18
<PAGE>
OTHER EMPLOYEE BENEFIT PLANS
Peoples Executive Supplemental Income Benefit Plan
In September, 1984, the Board of Directors of Peoples Bank (now Omega
Bank) adopted a nonqualified Executive Supplemental Income Benefit Plan ("ESI
Plan") effective as of January 1, 1984. The ESI Plan is an unfunded plan which
currently provides death benefits and supplemental retirement benefits for David
B. Lee.
Under the ESI Plan, Omega Bank enters into individual agreements with
participants. The agreements provide for annual payments to the participant's
designated beneficiary for a specified period of years following the
participant's death. The ESI Plan also provides for supplemental retirement
benefits for a participant who has attained age 65 and who has remained in the
continuous employment of Omega Bank (or its predecessor) until his retirement;
however, in the case of the sale of the stock or assets, merger or substantial
change in the ownership of Omega Bank, continuous employment of the participant
is required only until the date the participant voluntarily terminates his
employment or is discharged by the Bank without "just cause."
Under the supplemental retirement provisions, participants are eligible
for supplemental benefits of up to 75% of the participant's final average
salary. Those supplemental retirement benefits are subject to reduction for
social security benefits and benefits received under the Omega Retirement Plan.
Subject to the approval of the Omega Bank Board of Directors, a participant can
elect early retirement at age 55; however, a participant can elect early
retirement without Board approval at age 55 if there is a sale of the stock or
assets, merger, or substantial change in ownership of Omega Bank. The retirement
benefits payable to a participant who has elected early retirement will be
actuarially reduced.
In 1988, Peoples Bank terminated the ESI Plan for all participants except
four retired participants (which have subsequently received the maximum benefit)
and David B. Lee. Based on current estimates of Mr. Lee's final average salary,
his estimated monthly ESI Plan benefit would be approximately $11,575 per month
payable for a period of 15 years beginning at age 65. In the event that Mr. Lee
should die prior to retirement, his beneficiaries would receive $8,166 per month
for the first year following his death, $6,125 per month for the next four
years, and $4,083 per month for the next ten years.
Omega Executive Incentive Compensation Plan
Omega has an Executive Incentive Compensation Plan ("EIC Plan"). The
purpose of this plan is to motivate key management level employees by rewarding
performance which exceeds normal expectations. The EIC Plan is administered by
the Omega Compensation Committee which designates permanent and special
participants in the EIC Plan. Individuals are selected by the Omega Compensation
Committee based on their responsibilities and value to Omega, and once selected
generally remain a participant as long as the level of responsibility is not
significantly reduced. In addition, other employees may from time to time be
selected by the management of Omega as special participants in the EIC Plan in
any given plan year based upon outstanding individual contribution to Omega.
Awards to the permanent participants under the EIC Plan are based on
pre-determined performance goals which are established by the Compensation
Committee each year and are based upon such standards as change in return on
average assets and net income. Awards to such special participants are made from
a special bonus pool established each year not to exceed 25% of the amount
awarded in any EIC Plan Year to the permanent participants as a group. Awards
are paid to the participants in the first quarter following the end of each
year. During 2000, awards were made to Messrs. D. B. Lee, D. S. Martz, D. L.
Warfel and D. N. Thiel based upon results achieved during the year ended
December 31, 1999 and are included in the preceding Summary Compensation Table.
CERTAIN TRANSACTIONS
Through its bank subsidiaries, Omega has had, and expects to continue to
have, loan and other banking transactions (including, but not limited to,
checking accounts and savings and time deposits) with certain of its directors,
nominees for director, officers, certain of their immediate family members and
certain corporations or organizations with which they are affiliated. All such
loan and other banking transactions (i) were made in the ordinary course of
business,
19
<PAGE>
(ii) were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and (iii) did not involve more than the normal risk of
collectibility or present other unfavorable features.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Arthur Andersen LLP acted as Omega's independent
public accountant for the 1999 fiscal year and has been selected to act as
Omega's independent public accountant for the 2000 fiscal year. A representative
of Arthur Andersen LLP is expected to be present at the Annual Shareholders'
Meeting and to have the opportunity to make a statement, if he desires to do so,
and is expected to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Pursuant to recent amendments to the proxy rules under the Exchange Act,
Omega's shareholders are notified that the deadline for providing timely notice
of any shareholder proposal to be submitted outside of the Rule 14a-8 process
for consideration at Omega's 2001 Annual Meeting of shareholders (the "2001
Meeting") is February 8, 2001; as to all such matters which Omega does not have
notice of on or prior to February 7, 2001, discretionary authority shall be
granted to the persons designated in Omega's proxy related to the 2001 Meeting
to vote on such proposal. A shareholder proposal regarding the 2001 Meeting must
be submitted to the Omega Corporate Secretary, Omega Financial Corporation, P.
O. Box 619, State College, PA 16804-0619, by November 24, 2000 to receive
consideration for inclusion in Omega's 2001 proxy materials. Any such proposal
must also comply with the proxy rules under the Exchange Act, including Rule
14a-8.
ANNUAL REPORT AND FINANCIAL STATEMENTS
This Proxy Statement is accompanied by Omega's Annual Report to
Shareholders for the year ended December 31, 1999.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF OMEGA'S ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, WITHOUT CHARGE EXCEPT FOR EXHIBITS TO THE REPORT, BY
SENDING A WRITTEN REQUEST TO:
Corporate Secretary
Omega Financial Corporation
P. O. Box 619
State College, PA 16804-0619
A COPY OF THE REQUIRED ANNUAL FINANCIAL DISCLOSURES FOR EACH BANK
SUBSIDIARY WILL ALSO BE PROVIDED, WITHOUT CHARGE, UPON WRITTEN REQUEST TO:
Corporate Secretary
Omega Financial Corporation
P. O. Box 619
State College, PA 16804-0619
20
<PAGE>
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
Option 1: Vote over the Internet
1. Read the accompanying Proxy Statement.
2. Have your 12-digit control number and company number located on your
voting ballot available.
3. Point your browser to http://www.cybervote.georgeson.com.
4. Follow the instructions. You will be given two choices:
o You can simply cast your vote; or
o You can cast your vote and register to receive all future
shareholder communications electronically, instead of in print. This
means that the annual report, proxy, and any other correspondence
will be delivered to you electronically via e-mail.
Option 2: Vote by telephone
1. Read the accompanying Proxy Statement.
2. Have your 12-digit control number located on your voting ballot available.
3. Using a touch-tone phone, call, toll-free: 1-877-816-0836
4. Follow the recorded instructions.
Option 3: Vote by Mail
1. Read the accompanying Proxy Statement.
2. Mark your vote on the enclosed proxy card and return it in the envelope
provided.
Voting by Internet or telephone is fast, convenient and your vote is
immediately confirmed and tabulated. Using the Internet or the telephone,
you can vote anytime, 24 hours a day. More importantly, by choosing either
option, you help Omega reduce postage and proxy tabulation costs. Please
do not return the enclosed proxy card if you are voting using the
Internet or telephone.
-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------
TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
|X| Please Mark Votes as in
this Example
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE DIRECTORS.
- --------------------------------------------------------------------------------
ITEM 1. To elect three directors listed below to serve a three-year term, as
described in the accompanying Proxy Statement.
Raymond F. Agostinelli, Merle K. Evey and David B. Lee
FOR all nominees WITHHOLD AUTHORITY to vote
listed above for all nominees listed above
|_| |_|
(To withhold authority to vote for any individual nominee(s) named above
check the "FOR" box above and write their name(s) on the line below.)
________________________________________________________________________
ITEM 2. To transact such other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
|_| I consent to receiving access to future annual reports and proxy
statements electronically via the Internet rather than through the mail.
I understand that, as a result of checking this box, Omega may no longer
distribute printed materials to me for future shareholder meetings. I
understand that I may revoke my consent at any time.
The undersigned acknowledges receipt of the Omega
Proxy Statement relating to the 2000 Annual Meeting of
Shareholders and Omega's Annual Report to Shareholders
for 1999.
DATE: __________________________________________, 2000
______________________________________________________
(Shareholders Signature)
______________________________________________________
(Shareholders Signature)
Please sign your name or names exactly as it appears
hereon, indicating any official position or
representative capacity.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ANNUAL MEETING OF SHAREHOLDERS--APRIL 24, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF OMEGA FINANCIAL CORPORATION
The undersigned hereby instructs James W. Powers, Sr., D. Stephen Martz,
and Charles H. Zendt, Jr., and each of them, Trustees under the Omega
Employee Stock Ownership Plan, to vote the shares allocated to the account
of the undersigned under said Plan at the Annual Meeting of Shareholders
P of Omega Financial Corporation ("Omega") to be held on the 24th day of
April, 2000, and at any postponement or adjournment thereof. The
R undersigned hereby directs that the shares allocated to the undersigned be
voted as specified on the reverse side.
O
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
X DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, OR IF
YOUR PROXY IS NOT RECEIVED BY 5:00 P.M. LOCAL TIME ON APRIL 21, 2000, THE
Y PERSONS NAMED HEREIN INTEND TO VOTE "FOR" THE ELECTION OF THE NOMINEES
LISTED.
THIS PROXY CONFERS CERTAIN DISCRETIONARY AUTHORITY DESCRIBED IN THE PROXY
STATEMENT. A MAJORITY OF SAID ATTORNEYS AND PROXIES PRESENT AT SAID
MEETING (OR IF ONLY ONE SHALL BE PRESENT, THEN THAT ONE), MAY EXERCISE ALL
OF THE POWERS HEREUNDER.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
----------------
SEE REVERSE SIDE
----------------
<PAGE>
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
Option 1: Vote over the Internet
1. Read the accompanying Proxy Statement.
2. Have your 12-digit control number and company number located on your
voting ballot available.
3. Point your browser to http://www.cybervote.georgeson.com.
4. Follow the instructions. You will be given two choices:
o You can simply cast your vote; or
o You can cast your vote and register to receive all future
shareholder communications electronically, instead of in print. This
means that the annual report, proxy, and any other correspondence
will be delivered to you electronically via e-mail.
Option 2: Vote by telephone
1. Read the accompanying Proxy Statement.
2. Have your 12-digit control number located on your voting ballot available.
3. Using a touch-tone phone, call, toll-free: 1-877-816-0835.
4. Follow the recorded instructions.
Option 3: Vote by Mail
1. Read the accompanying Proxy Statement.
2. Mark your vote on the enclosed proxy card and return it in the envelope
provided.
Voting by Internet or telephone is fast, convenient and your vote is immediately
confirmed and tabulated. Using the Internet or the telephone, you can vote
anytime, 24 hours a day. More importantly, by choosing either option, you help
Omega reduce postage and proxy tabulation costs. Please do not return the
enclosed proxy card if you are voting using the Internet or telephone.
-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------
TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
|X| Please Mark Votes as in
this Example
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE DIRECTORS.
- --------------------------------------------------------------------------------
ITEM 1. To elect three directors listed below to serve a three-year term, as
described in the accompanying Proxy Statement.
Raymond F. Agostinelli, Merle K. Evey and David B. Lee
FOR all nominees WITHHOLD AUTHORITY to vote
listed above for all nominees listed above
|_| |_|
(To withhold authority to vote for any individual nominee(s) named above
check the "FOR" box above and write their name(s) on the line below.)
________________________________________________________________________
ITEM 2. To transact such other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
|_| I consent to receiving access to future annual reports and proxy
statements electronically via the Internet rather than through the mail.
I understand that, as a result of checking this box, Omega may no longer
distribute printed materials to me for future shareholder meetings. I
understand that I may revoke my consent at any time.
The undersigned acknowledges receipt of the Omega
Proxy Statement relating to the 2000 Annual Meeting of
Shareholders and Omega's Annual Report to Shareholders
for 1999.
DATE: __________________________________________, 2000
______________________________________________________
(Shareholders Signature)
______________________________________________________
(Shareholders Signature)
Please sign your name or names exactly as it appears
hereon, indicating any official position or
representative capacity.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ANNUAL MEETING OF SHAREHOLDERS--APRIL 24, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF OMEGA FINANCIAL CORPORATION
The undersigned hereby constitutes and appoints David N. Thiel, Daniel L.
Warfel and JoAnn N. McMinn, and each of them, as attorneys-in-fact and
proxies for the undersigned, with full power of substitution, to appear at
the Annual Meeting of Shareholders of Omega Financial Corporation
("Omega") to be held on the 24th day of April, 2000, and at any
P postponement or adjournment thereof, and to vote all of the shares of
Common Stock of Omega which the undersigned is entitled to vote, with all
R the powers and authority the undersigned would possess if personally
present. The undersigned hereby directs that this proxy be voted as
O specified on the reverse side.
X THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE
Y PERSONS NAMED HEREIN INTEND TO VOTE "FOR" THE ELECTION OF THE NOMINEES
LISTED.
THIS PROXY CONFERS CERTAIN DISCRETIONARY AUTHORITY DESCRIBED IN THE PROXY
STATEMENT. A MAJORITY OF SAID ATTORNEYS AND PROXIES PRESENT AT SAID
MEETING (OR IF ONLY ONE SHALL BE PRESENT, THEN THAT ONE), MAY EXERCISE ALL
OF THE POWERS HEREUNDER.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
----------------
SEE REVERSE SIDE
----------------
