COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 1995
The Annual Meeting of Shareholders of Community Bancorp. will be
held at the Elks Club, Derby, Vermont, on Tuesday, May 2, 1995, at 5:30
p.m., for the following purposes:
1. To elect 3 directors to serve until the 1998 Annual Meeting of
Shareholders;
2. To ratify the selection of the independent public accounting
firm of A.M. Peisch & Company as the Corporation's external
auditor for the fiscal year ending December 31, 1995; and
3. To transact such other business as may properly be brought
before the meeting.
The close of business on March 20, 1995, has been fixed as the
record date for determining shareholders entitled to notice of, and to
vote at, the Annual Meeting.
By Order of the Board of Directors,
ROSEMARY M. ROWE
Secretary
Derby, Vermont
April 4, 1995
YOUR PROXY IS ENCLOSED. PLEASE FILL IN, DATE, SIGN AND RETURN YOUR
PROXY PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE WHETHER OR NOT YOU
PLAN TO BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING. IT IS IMPORTANT THAT YOU RETURN YOUR COMPLETED PROXY
PROMPTLY.
COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 2, 1995
This proxy statement is furnished in connection with the
solicitation of proxies by or on behalf of the Board of Directors of
Community Bancorp. (the "Corporation") for use at the Annual Meeting of
Shareholders to be held on May 2, 1995, at 5:30 p.m. at the Elks Club in
Derby, Vermont or at any adjournment or adjournments thereof. The proxy
statement and accompanying proxy card are first being sent to
shareholders on or about April 4, 1995.
Proxy cards duly executed and returned by a shareholder will be
voted as directed on the card. If no choice is specified, the proxy will
be voted FOR the election of the three nominees set forth in the proxy
and FOR ratification of the selection of A.M. Peisch & Company as the
Corporation's external auditor for 1995. If other matters are voted
upon, persons named in the proxy and acting thereunder will vote in
accordance with the recommendations of management pursuant to the
discretionary authority conferred in the proxy. Any proxy may be revoked
by written notice to the Secretary of the Corporation prior to the
voting of the proxy.
Only holders of record of the Corporation's shares of common stock
outstanding as of the close of business on March 20, 1995, the record
date for the meeting, will be entitled to notice of and to vote at the
meeting. As of the record date, there were 1,284,118 shares of the
Corporation's common stock issued and outstanding. Each share is
entitled to one vote. In accordance with Securities and Exchange
Commission ("SEC") rules, the proxy card permits stockholders to
designate whether they wish to vote "for", "against", or "abstain" on
any proposal, or to withhold authority to vote for one or more of the
nominees for Director. Under Vermont law, in order for action to be
taken on a matter, a quorum must exist as to that matter, which is
defined for this purpose as a majority of the outstanding shares
entitled to vote on the matter. While abstentions are counted in
determining whether a quorum has been reached on a particular matter,
broker non-votes (as defined below) are not counted as they are not
deemed to be "entitled to vote" on such matter. A broker non-vote will
occur when a broker who holds shares in street name for a customer does
not have the authority under applicable stock exchange or broker self-
regulatory organization rules to cast a vote on a particular matter
because the matter is deemed non-discretionary and the broker's customer
has not furnished voting instructions. Abstentions and broker non-votes
are tabulated as follows: in matters requiring the affirmative vote of
at least a majority of the votes cast "for" and "against", abstentions
and broker non-votes are not counted and will not affect the outcome of
the vote. In the election of directors, which is by plurality of the
votes cast, broker non-votes will not affect the outcome of an
uncontested election, but will have the effect of aiding the challenger
in a contested election.
All expenses of this solicitation will be paid by the Corporation.
This solicitation of proxies by mail may be followed by a solicitation
either in person, or by letter or telephone by officers of the
Corporation or by officers or employees of its wholly-owned subsidiary,
Community National Bank (sometimes referred to in this proxy statement
as the "Bank"). The Corporation has requested banks, brokers and other
similar agents or fiduciaries to forward proxy materials to beneficial
owners of stock and, if requested, will reimburse them for the costs
thereof.
PRINCIPAL SECURITYHOLDERS
The following table shows the amount of common stock beneficially
owned by all directors, nominees for director and executive officers of
the Corporation as a group.
<TABLE>
<CAPTION>
Amount & Nature of Beneficial
Ownership of Common Stock
Sole Voting & Shared Voting & Percent of
Investment Power Investment Power Class(1)
<S> <C> <C> <C>
All Directors, Nominees & Executive
Officers as a Group (12 in number)(2) 99,102 101,707 15.64%
<F1> Percentages assume the exercise of conversion rights held pursuant
to the Corporation's 11% and 9% Convertible Subordinated
Debentures. Shareholdings are as of March 20, 1995, except for
shares held through the Corporation's Retirement Savings Plan,
which are as of December 31, 1994, the date of the most recent Plan
report.
<F2> Share information for the group includes 9,313 shares that such
individuals have the right to acquire upon conversion of Community
Bancorp. 9% or 11% Convertible Subordinated Debentures of the
Corporation held by them and 10,171 shares held indirectly by three
of the members of the group by virtue of their investment in the
Community Bancorp. stock fund under the Corporation's Retirement
Savings Plan.
</TABLE>
In addition, as of March 20, 1995, 44,673 shares, representing
3.48% of the issued and outstanding shares of the Corporation's common
stock, were held by the trust department of Community National Bank. It
is the Bank's practice not to vote such shares unless instructions are
received from the beneficial owner.
The Corporation is not aware of any individual, group, corporation
or other entity owning beneficially more than 5% of the Corporation's
outstanding common stock. The Corporation has no other authorized class
of stock.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and to
furnish the Corporation with copies of all such reports. The Corporation
has reviewed the copies of the Section 16 reports filed by the directors
and officers, or written representations from them that no Forms 5 were
required to be filed for 1994. Based solely on such review the
Corporation believes that all Section 16 filing requirements applicable
to its officers and directors for 1994 were complied with in all
material respects.
ARTICLE 1
ELECTION OF DIRECTORS
The Articles of Association and the Bylaws of the Corporation
provide for a Board of no fewer than nine and no more than twenty-five
directors, to be divided into three classes, as nearly equal in number
as possible, each class serving for a period of three years. The Board
of Directors presently consists of 9 members and the Board has voted to
fix the number of directors at 9 for the ensuing year. The directors in
the class whose term will expire at the 1995 Annual Meeting of
Shareholders are Francis P. Allard, Marcel M. Locke and George B. Roy.
All three have been nominated to stand for re-election as directors, to
hold office until the 1998 Annual Meeting of Shareholders or until their
successors are elected and qualify.
Unless authority is withheld, proxies solicited hereby will be
voted in favor of the three nominees listed in the table below. If for
any reason not now known by the Corporation, any of such nominees should
not be able to serve, proxies will be voted for a substitute nominee or
nominees designated by the Board of Directors, or to fix the number of
directors at fewer than nine, as the directors in their discretion may
deem advisable.
The following table sets forth certain information concerning each
of the nominees and other incumbent directors:
<TABLE>
<CAPTION>
Community Bancorp.
Director of Common Stock
Community Beneficially Owned
Principal Bancorp. and Percent of
Name and Age Employment Since(1) Class(2)
<S> <S> <C> <C> <C>
Nominees to serve (if elected) until 1998 Annual Meeting:
Francis P. Allard Retired, Canadian National Railway, 1993 3,213(3) .25%
Age 68 Island Pond, VT
Marcel M. Locke Proprietor, Parkview Garage 1986 2,589(4) .20%
Age 56 Orleans, VT
George B. Roy Principal Broker and Owner, George B. Roy 1986 55,607(5) 4.33%
Age 62 Realty, Newport, VT
Incumbent Directors to serve until 1997 Annual Meeting:
Anne T. Moore Principal Real Estate Broker, Taylor Moore 1993 15,634(6) 1.22%
Age 51 Agency, Inc., Derby, VT
(insurance and real estate)
Elwood Duckless Past President, Newport Electric Co. 1987 43,192(7) 3.36%
Age 54 Newport, VT
Rosemary M. Lalime Principal Broker and Owner, All Seasons 1985 19,052(8) 1.48%
Age 48 Realty, Newport, VT
Incumbent Directors to serve until 1996 Annual Meeting:
Thomas E. Adams Owner, NPC Realty, Inc. 1986 10,074(9) .78%
Age 48 Holland, VT
Jacques R. Couture Dairy Farmer/Maple Producer 1992 759(10) .06%
Age 44 Westfield, VT
Richard C. White President, Chief Executive Officer and 1983 23,105(11) 1.80%
Age 49 Director, Community Bancorp. and
Community National Bank, Derby, VT
<F1> Each nominee and incumbent director is also a director of Community
National Bank. The dates indicated in the table reflect only
service on the Board of Directors of the Corporation and not
Community National Bank.
<F2> Except as otherwise indicated in the footnotes to the table, the
named individuals possess sole voting and investment power over the
shares listed. Shareholdings are as of March 20, 1995, except for
shares held indirectly through participation in the Community
Bancorp. stock fund under the Corporation's Retirement Savings
Plan, which are as of December 31, 1994, the date of the most
recent Plan report.
<F3> Includes 2,762 shares held by Mr. Allard jointly with his wife, as
to which voting and investment power is shared.
<F4> Includes 1,146 shares held by Mr. Locke jointly with his wife, as
to which voting and investment power is shared.
<F5> Includes 2,716 shares that Mr. Roy has the right to acquire upon
conversion of 9% Convertible Subordinated Debentures of the
Corporation held jointly with his wife, and 51,376 shares held by
Mr. Roy jointly with his wife, as to which voting and investment
power is shared.
<F6> Includes 4,851 shares Ms. Moore has the right to acquire upon
conversion of 9% Convertible Subordinated Debentures of the
Corporation held jointly with her husband and 4,836 shares held by
her husband.
<F7> Includes 970 shares that Mr. Duckless has the right to acquire upon
conversion of 9% Convertible Subordinated Debentures of the
Corporation held by him; 358 shares held by Mrs. Duckless; and
7,053 shares held by Mr. Duckless jointly with his wife. Mr.
Duckless has voting and investment power over the shares held by
Mrs. Duckless and the shares held jointly.
<F8> Includes 1,939 shares held by Mrs. Lalime's husband, and 1,058
shares held by Ms. Lalime jointly with her husband as to which
voting and investment power is shared.
<F9> Includes 4,309 shares held in an IRA for Mr. Adams' benefit.
<F10> Includes 246 shares held by Mr. Couture jointly with his wife, as
to which voting and investment power is shared.
<F11> Includes 194 shares that Mr. White has the right to acquire upon
conversion of 9% Convertible Subordinated Debentures of the
Corporation held by him; 6,428 shares indirectly owned by Mr. White
by virtue of his participation in the Community Bancorp. stock fund
under the Corporation's Retirement Savings Plan; 312 shares held by
Mr. White's children; 194 shares Mr. White's children have the
right to acquire upon conversion of the Corporation's 9%
Convertible Subordinated Debentures held by them; 584 shares held
by Mr. White jointly with his wife; and 1,066 shares held in an IRA
for Mr. White's benefit. Mr. White has shared voting and investment
power over the shares held by his children and the shares that he
owns jointly with his wife.
</TABLE>
Meeting Attendance
The Corporation's Board of Directors held four regular meetings
and one special meeting during 1994. Each incumbent director attended at
least 75% of the aggregate of all such meetings. In addition, all of the
Corporation's directors serve on the Bank's Board of Directors, which
meets on a monthly basis.
The entire Board of Directors of the Corporation, rather than a
committee of the Board, nominates candidates for election to the
Corporation's Board of Directors. The Board will consider
recommendations by shareholders for nomination as director.
Recommendations should be sent, in writing, to the President of the
Corporation on or before January 1 next preceding the Annual Meeting for
which such nomination is sought.
The Corporation's Board of Directors does not have a standing
executive committee. Although the Board of Directors of the Corporation
has no standing audit or personnel committees, similar functions are
performed by the Bank's Board of Directors or its committees. The Bank's
Board of Directors and its audit committee (also known as its Risk
Management Committee) review the findings and recommendations of the
Bank's independent public accountants, as well as the Bank's internal
audit procedures, examinations by regulatory authorities and matters
having a material effect on the Bank's financial position. The present
members of the Bank's audit committee are Thomas Adams, George Roy,
Elwood Duckless and Jacques Couture. During 1994 the Bank's audit
committee met three times. The functions of the Bank's personnel
committee (also known as its Human Resources Committee) include
reviewing and making recommendations to the Board concerning the
compensation of the Bank's officers and employees. The present members
of the Bank's personnel committee are Thomas Adams, Rosemary Lalime,
Anne Moore, Jacques Couture, Richard White and two officers of the Bank
who serve as non-voting members of the committee. Mr. White does not
vote on matters affecting his own compensation. The Bank's personnel
committee met two times during 1994.
Transactions with Management
Some of the directors and executive officers of the Corporation,
and some of the corporations and firms with which these individuals are
associated, are customers of Community National Bank in the ordinary
course of business, or have loans outstanding from the Bank, and it is
anticipated that they will continue to be customers of and indebted to
the Bank in the future. Except as set forth below, all such loans were
made in the ordinary course of business, do not involve more than normal
risk of collectibility or present other unfavorable features, and were
made on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable Bank
transactions with unaffiliated persons, although directors were
generally allowed the lowest interest rate given to others on comparable
loans.
Directors' Fees
Directors of the Corporation who are not salaried employees of the
Bank receive an annual retainer of $2,500 for serving on the Board and a
fee of $250 per Board meeting. Each director of the Corporation also
serves as a director of the Bank. Bank directors who are not salaried
employees of the Bank receive an annual retainer of $2,500, a fee of
$250 per Board meeting and a fee of $250 per committee meeting. This fee
structure is intended to compensate the Bank's directors for attendance
at Board meetings as well as for the time spent by them in activities
directly related to their service on the Board for which they receive no
additional compensation, including but not limited to attendance at the
annual directors' retreat and attendance at educational seminars or
programs on pertinent banking topics. In addition to the fees for
meetings of the Bank's Board of Directors and its committees, each Bank
director attends at least three meetings per year of the Bank's local
advisory boards and receives a fee of $250 per meeting, except for Mr.
White, who does not receive any fees for such attendance.
From time to time directors perform evaluations of loan collateral
for the Bank and are reimbursed for such services at the rate of $25 per
hour.
Vote Required
Election of a nominee for director will require a plurality of the
votes cast in the election.
The Board of Directors recommends a vote FOR Article 1.
EXECUTIVE COMPENSATION
The officers of the Corporation did not receive any compensation
for services rendered to the Corporation in 1994, but did receive
compensation for services rendered in their capacities as officers of
the Bank.
The following table sets forth the compensation paid to the
President and Chief Executive Officer for services rendered to the
Corporation and its subsidiaries, in all capacities during 1994 and in
each of the preceding two years.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
All Other
Name and Principal Position Year Salary(1) Bonus(2) Compensation(3)
<S> <C> <C> <C> <C>
Richard C. White 1994 $98,500 $14,407
President, CEO & Director 1993 $93,359 $31,119 $15,534
1992 $88,449 $21,131 $12,623
<F1> Includes deferrals by Mr. White pursuant to the Corporation's
Retirement Savings (401(k)) Plan, as follows: 1994, $6,481; 1993,
$5,684; and 1992, $4,709.
<F2> All bonuses were paid pursuant to the Corporation's Officer
Incentive Plan described below. Bonuses for performance in 1992 and
1993 were paid in January of the following year. Bonuses for
executive officers for 1994 will be calculated and paid in second
quarter of 1995 due to a change in the bonus formula adopted during
1994.
<F3> Includes the following: (i) annual retainers paid to Mr. White for
his service on the Boards of Directors of the Corporation and the
Bank, as follows: 1993, $3,000 and 1992, $2,500; (ii) discretionary
contributions made by the Corporation for Mr. White's account under
the Corporation's Retirement Savings Plan, described below, as
follows: 1994, $11,167; 1993, $9,692; and 1992, $7,769; and (iii)
matching employer contributions made under the Retirement Savings
Plan for Mr. White's account, as follows: 1994, $3,240; 1993,
$2,842; and 1992, $2,354.
</TABLE>
Except for the use of vehicles owned by the Bank by certain
officers, no director or executive officer received any special personal
benefits during 1994. In policy and practice, the Bank does not provide
special personal benefits to directors or officers.
Retirement Savings Plan
Employees who are age 21 or over and who have completed at least
one year of service (as defined in the plan) are eligible to participate
in the Community Bancorp. and Designated Subsidiaries' Retirement
Savings Plan (the "Plan"). The Plan contains features of a so-called
401(k) plan which permit participants to make voluntary compensation
deferrals on a tax-deferred basis of up to 15% of their pre-tax
compensation. For 1995 the Plan limits the maximum annual deferral to
$9,240 per participant. This maximum is adjusted annually for inflation
by the Internal Revenue Service. The Corporation will make a
discretionary matching contribution to the account of participants equal
to a percentage of the amount deferred. The matching contribution
percentage is established from time to time by the Corporation in its
sole discretion. The matching contribution percentage for 1995 has been
set at 50% of the amount deferred for deferrals of up to 5% of
compensation, which represents the same deferral percentage in effect
during 1992, 1993 and 1994. Deferrals in excess of 5% of compensation
were not matched by the Corporation.
In addition to voluntary compensation deferrals and matching
employer contributions, under the Plan, the Corporation may make a
discretionary profit sharing contribution each year. All employees who
meet the eligibility requirements of the Plan receive this contribution,
regardless of whether they have made any compensation deferrals. The
contribution is allocated to participants based on their total
compensation plus the excess of their compensation over the Social
Security taxable wage base.
Participants are at all times fully vested in any rollover
contributions from other plans and in their own compensation deferrals.
Vesting in any discretionary employer contribution and in any matching
employer contribution begins after three years of service, with full
vesting upon seven years of service. Participants may direct the
investment of their Plan account among four funds maintained by the Plan
trustee, including a Community Bancorp. stock fund. Generally
distribution of Plan accounts is deferred until the participant's death,
disability, retirement or other termination of employment, except in
cases of financial hardship (as defined in the Plan). Benefits are
subject to income tax upon distribution and certain early withdrawals
may be subject to an additional 10% penalty tax. Distribution of Plan
benefits may be in the form of an annuity, a lump sum in cash, or in
certain circumstances, common stock of the Company.
Officer Incentive Plan
The Bank maintains an Officer Incentive Plan (the "Plan") for its
executive and other officers. Each officer having at least one year of
service is eligible to participate in the Plan. Under the Plan, as
amended in 1994, two separate incentive pools are established, one for
the four executive officers and another for all other officers. The
incentive bonus pool for executive officers is determined by the Bank's
annual rating by IDC Financial Publishing, Inc., an industry-wide
recognized ranking service, and the weighted average(1) return on equity
over the past four years according to the following schedule:
<TABLE>
<CAPTION>
Percent of
IDC Rating After-Tax Earnings
<S> <C>
Below Average 0
Average 1.00%
Excellent 2.75%
Superior 4.50%
Top 3 in State and Superior 6.00%
</TABLE>
<TABLE>
<CAPTION>
Percent of
Return on Equity After-Tax Earnings
<S> <C>
8.75 to 11.00% 0
11.01 to 12.50% 1.25%
12.51 to 14.00% 2.75%
14.01 to 15.50% 3.75%
15.51 to 17.00% 4.75%
17.01 to 18.50% 5.75%
18.51% and over 6.50%
<F1> Weighted average gives 40% weight to current year, 30% to last, 20%
to third year, and 10% to fourth year.
</TABLE>
The results determined under the formulas in the above two tables
are averaged to determine the amount of the incentive pool for the
Bank's executive officers. The pool is divided into units and these
units are distributed to the four executive officers. The return on
equity targets, the applicable percentages of after-tax earnings and the
allocation of the incentive units among the executive officers are
determined by the Personnel Committee of the Bank's Board of Directors,
subject to the approval of the full Board.
Because the amount of the incentive pool for executive officers
depends in part on the Bank's annual rating by IDC Financial Publishing,
Inc., which is not issued until the second quarter of the following
year, 1994 bonus information for such officers was not yet available as
of the date of preparation of this proxy statement.
The incentive pools for other officers are determined by the
following schedule:
<TABLE>
<CAPTION>
After-Tax Return
on Average Assets Percent of Salary
<S> <C>
less than 1.00% 0
1.00% to 1.49% 8% of salary
1.50% and over 10% of salary
</TABLE>
Distributions under the Plan to officers (other than executive
officers) are ordinarily payable in January for services rendered during
the preceding fiscal year.
Although the Board of Directors of the Bank intends to maintain an
officer incentive plan, it may adopt revisions or replace the Plan with
a new one. As a matter of policy the Board views incentive compensation
as an important component of officer compensation since it appropriately
links the Bank's performance with the compensation of those employees in
the best position to contribute significantly to the Bank's
profitability.
ARTICLE 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of A.M. Peisch &
Company to continue as independent public accountants for the
Corporation for the fiscal year ending December 31, 1995, subject to
ratification of the appointment by the Corporation's shareholders. A.M.
Peisch & Company were first appointed as independent public accountants
of the Corporation for the 1985 fiscal year. Unless otherwise indicated,
properly executed proxies will be voted in favor of ratifying the
appointment of A.M. Peisch & Company as the Corporation's independent
certified public accountants for the fiscal year ending December 31,
1995. No determination has been made as to what action the Board of
Directors will take if the shareholders do not ratify the appointment.
A representative of A.M. Peisch & Company will be present at the
Annual Meeting. He will be given an opportunity to make a statement if
he desires to do so and will be available to respond to appropriate
questions.
Vote Required
Ratification of the selection of the Corporation's independent
accountants for the ensuing year will require the affirmative vote of a
majority of the votes cast "for" and "against."
The Board of Directors recommends a vote FOR Article 2.
ANNUAL REPORT
The Corporation's Annual Report to Shareholders for the fiscal
year ended December 31, 1994, including consolidated financial
statements and the report of A.M. Peisch & Company thereon, accompanies
this proxy statement.
SHAREHOLDER PROPOSALS
In order to be included in the proxy material for the 1996 Annual
Meeting, shareholder proposals must be submitted in writing to the
Secretary of the Corporation not later than December 6, 1995, and must
comply in all respects with applicable rules and regulations of the
Securities and Exchange Commission relating to such inclusion. Any such
proposal will be omitted from or included in the proxy material at the
discretion of the Board of Directors of the Corporation, in accordance
with such rules and regulations.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors
knows of no business that may come before the meeting except as set
forth above. If any other matters should properly come before the
meeting, it is expected that proxies will be voted on such matters in
accordance with the recommendations of management.
PROXY COMMUNITY BANCORP.
Proxy for Annual Meeting of Shareholders
May 2, 1995
The undersigned hereby appoints Robert W. Darby,
Michael H. Dunn and Roger D. Whitcomb, or any one or more of them,
attorney with full power of substitution in each, to vote the common
stock of Community Bancorp. that the undersigned is (are) entitled to
vote at the Annual Meeting of Shareholders to be held at the Elks Club,
Derby, Vermont, on Tuesday, May 2, 1995 at 5:30 p.m. and at any
adjournment thereof.
1. ELECTION OF THREE DIRECTORS (Class expiring in 1998)
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary) for all nominees listed below
To serve until the 1998 Annual Meeting: FRANCIS P. ALLARD, MARCEL M.
LOCKE AND GEORGE B. ROY.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list above.)
2. To ratify the selection of the independent public accounting firm of
A.M. Peisch & Company as the Corporation's external auditors for the
fiscal year ending December 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, to act upon such other business as may properly
come before the meeting or any adjournment thereof. If any such business
is presented, it is the intention of the proxies to vote the shares
represented hereby in accordance with the recommendations of management.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholders. If no direction is
made, this Proxy will be voted FOR Items 1 and 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
Dated: ________________ ,1995
______________________________
Signature(s) of Shareholder(s)
______________________________
Signature(s) of Shareholder(s)
Please sign exactly as name is
printed on this proxy. When signing
as attorney, executor, administrator,
trustee, guardian, or in any other
representative capacity, please so
indicate. All joint owners must sign.
