UNION BANKSHARES COMPANY
66 Main Street
Ellsworth, Maine 04605
March 27, 1998
Dear Stockholder:
The 1998 Annual Meeting of the Stockholders of Union Bankshares Company
will be held at 11:00 a.m. on Thursday, April 16, 1998 at the White Birches
Restaurant, Route 1, Hancock, Maine. The directors and officers join me in
inviting you to attend the meeting.
Enclosed are the Clerk's official Notice of Annual Meeting, a proxy statement
and a form of proxy. Please sign the proxy and return it in the enclosed
self-addressed envelope so that your shares will be voted at the meeting if
you are unable to attend.
We look forward to seeing you on April 16.
Very truly yours,
Peter A. Blyberg
President
PAB/cc
Enclosures
It is important that proxies be returned promptly. Each stockholder is
urged to fill in, date and sign the enclosed proxy and mail it in the self-
addressed envelope provided. In the event a stockholder decides to attend the
meeting, he or she may, if he or she wishes, revoke his or her proxy and vote
his or her shares in person.
UNION BANKSHARES COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1998
Notice is hereby given that the Annual Meeting of the Stockholders of
Union Bankshares Company (the "Company") will be held at the White Birches
Restaurant, Route 1, Hancock, Maine on April 16, 1998 at 11:00 a.m. to consider
and act upon the following proposals:
l. To set the number of directors at 16.
2. To elect as directors the nominees listed in the enclosed Proxy Statement.
3. To elect Sally J. Hutchins as Clerk of the Company.
4. To ratify the Board of Directors' selection of Berry, Dunn, McNeil & Parker
as independent auditors of the Company for 1998.
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record as of the close of business on February 25, 1998
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Sally J. Hutchins, Clerk
UNION BANKSHARES COMPANY
66 MAIN STREET
ELLSWORTH, MAINE 04605
PROXY STATEMENT
MAILING DATE: MARCH 27, 1998
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, APRIL 16, 1998
This Proxy Statement is furnished to the Stockholders of Union Bankshares
Company (the "Company") in connection with the solicitation of proxies on
behalf of the Company for use at the Annual Meeting of Stockholders (the
"Meeting") to be held on Thursday, April 16, 1998 at 11:00 a.m. at the White
Birches Restaurant, Route 1, Hancock, Maine pursuant to the accompanying
Notice of Annual Meeting of Stockholders. A form of proxy for use at
the Meeting and a return envelope for the proxy are enclosed. The proxy, when
properly executed, will be voted on behalf of the stockholder in the manner
directed in the form of proxy. A stockholder who executes the proxy may,
prior to its use, revoke it by written instrument, by a subsequently executed
proxy or, if he or she attends the Meeting, by notifying the Clerk or by
giving notice at the Meeting.
Proxies are being solicited by the Board of Directors of the Company
principally through the mail. Proxies may also be solicited personally or by
telephone by regular employees of the Company. The entire expense of
solicitation, including cost of preparing, assembling and mailing the proxy
materials, will be borne by the Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of February 2, 1998, the Company had outstanding 482,767 shares of its
common stock (the "Common Stock"), par value $12.50 per share, each share of
which is entitled to one vote upon each of the matters presented at the Meeting.
Only stockholders of record at the close of business on February 25, 1998 are
entitled to vote at the Meeting. The presence at the Meeting, in person or by
proxy, of the holders of a majority of the shares of Common Stock entitled to
vote will constitute a quorum. Assuming a quorum is present, action may be
taken by the holders of a majority of the shares present and voting on any
matter brought before the Meeting. Under applicable Maine law, abstentions
and shares otherwise not voting will not be deemed present and voting for
this purpose. Votes recorded by proxy will be counted immediately prior to the
Meeting and the results will be announced at the Meeting. Stockholders who are
present will have an opportunity to vote on each matter brought before the
Meeting.
The following table lists, as of February 2, 1998, the number of shares of
Common Stock and the corresponding percentage of total Common Stock
beneficially owned by the only stockholder who is the beneficial owner of more
than five percent of the Common Stock of the Company.
Name and Address
of Beneficial Owner Common Stock Beneficially Owned Percent of Class
Almarach Associates PA, LP
MME Suite 100
3993 Huntingdon Pike
Huntingdon, PA 19006 31,473 6.52
The following table lists, as of February 2, 1998, the number of shares of
Common Stock, including directors' qualifying shares, and the corresponding
percentage of total Common Stock beneficially owned by each director and
nominee for director, including the chief executive officer of the Company, and
by all executive officers and directors as a group. The information set forth
below is based upon director questionnaires distributed and completed by each
director and nominee, and upon stock records maintained by the Company.
Name Common Stock Percent
Beneficially Owned of Class
Arthur J. Billings 168 *
Peter A. Blyberg 266 *
Robert S. Boit 21,330 4.42
Richard C. Carver 1,292 *
Peter A. Clapp 80 *
Sandra H. Collier 168 *
Robert B. Fernald 440 *
Douglas A. Gott 606 *
David E. Honey 556 *
Thomas R. Perkins 2,523 *
Casper G. Sargent, Jr. 2,670 *
John V. Sawyer, II 2,578 *
Stephen C. Shea 13,696 2.84
Richard W. Teele 440 *
Paul L. Tracy 468 *
Richard W. Whitney 62 *
Total Ownership of all
listed directors and
other officers 48,590 10.06
*Represents ownership of less than 1%.
For purposes of the above table, beneficial ownership has been determined
in accordance with the provisions of Rule13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, unde rwhich, in general, a person is deemed to
be the beneficial owner of a security if he or she has or shares the power to
vote or to direct the voting of the security or has the power to dispose of,
or to direct the disposition of, the security, or if he or she has the right
to acquire beneficial ownership of the security within 60 days.
SECTION 16 (a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Based upon copies of Forms 3, 4 and 5 submitted to and retained by the
Company, the Company knows of no director, officer or beneficial owner of more
than ten percent (10%) of the total outstanding shares of Common Stock who
either failed to file an appropriate ownership report with the Securities and
Exchange Commission, or who filed such report other than on a timely basis.
ELECTION OF OFFICERS
Management recommends that the number of directors for the coming year
be set at 16. The Bylaws of the Company provide for not fewer than 10 nor
more than 25 directors, with the directors serving "staggered terms" of three
years. The Board of Directors has nominated for re-election to three year
terms at the 1998 Annual Meeting Messrs. Gott, Honey, Sargent, Sawyer, Tracy
and Whitney. Each of the nominees has consented to be named as a nominee
and to serve if elected. In the event any nominee shall be unable to
serve, discretionary authority is reserved by management to vote for a
substitute to be nominated by the Board.
There are no arrangements or understandings between any nominee, director,
executive officer or associate of any of the foregoing and any other
person pursuant to which the nominee was or is to be elected as a director or an
executive officer. There is no family relationship among any director, officer
or person nominated to become a director or executive officer.
The following table sets forth the names, occupations, ages and terms of
service of all directors and nominees. Each director is also presently a
director of the Company's banking subsidiary, Union Trust Company (the "Bank").
Year First
Elected as
Principle Occupation Age as of Director of
Now and for Past 5 years 4/18/98 the Company
Term expires in 1998:
Douglas A. Gott Owner, Douglas A. Gott & Sons, 64 1986
General Contractors
David E. Honey Retired; Former Manager, Swans 69 1984
Island Electric Cooperative
Casper G. Sargent, Jr. Owner, Sargent's Real Estate 68 1984
Corporation
John V. Sawyer, II President, Worcester-Sawyer 64 1984
Agency; Chairman of the Board
of the Company and the Bank
Paul L. Tracy President and owner of Winter 35 1995
Harbor Agency; Vice President
and co-owner of Schoodic Insurance
Services
Richard W. Whitney Dentist 69 1984
Term expires in 1999:
Peter A. Blyberg President and CEO of the 54 1993
Company and the Bank
since April 1, 1996; former
Executive Vice President of the
Company and the Bank; former
Vice President for
Commercial Banking at Chemical
Bank
Robert S. Boit Retired President and CEO 67 1984
of the Company and the Bank
Peter A. Clapp President, Blue Hill Garage 53 1995
Sandra H. Collier Attorney at Law, Sandra Hylander 46 1992
Collier Law Offices
Richard W. Teele Retired; Secretary and former 66 1984
Executive Vice President and
Treasurer of the Company and the Bank
Term expires in 2000:
Arthur J. Billings President, Barter Lumber Company 42 1990
Richard C. Carver Owner and Manager, Carver Oil 65 1984
Company and Carver Shellfish, Inc.
Robert B. Fernald Treasurer, A.C. Fernald Sons, 64 1986
Inc. and Jordan-Fernald
Thomas R. Perkins Retired Pharmacy Owner; Retired 67 1984
Legislative Liason MSHA; Retired
Maine Legislator (Senator)
Stephen C. Shea Treasurer, E.L. Shea, Inc.; 51 1988
President Shea Leasing
COMMITTEES
The Bylaws of the Company provide that, at the annual meeting of the
Directors, the Board shall designate from among its members an Executive
Committee. The Executive Committee possesses all of the powers of the Board
of Directors with regard to ordinary operations of the business of the Company
when the Board is not in session, subject to any specific vote of the Board.
The Executive Committee currently is comprised of Messrs. Blyberg, Boit,
Fernald, Sargent, Sawyer, and Shea.
The Bylaws of the Company provide that the Board of Directors may elect or
appoint such other committees, as it may deem necessary or convenient to the
operations of the Company. The Company does not have a standing audit,
nominating or compensation committee. No other committees have been appointed.
Nominees for election to the Board of Directors are selected by the full
Board. The Board of Directors will consider nominees recommended by stockholders
if submitted in writing to Sally J. Hutchins, Clerk, Union Bankshares Company,
66 Main Street, Ellsworth, Maine 04605 not less than three months in advance of
the date of the annual meeting.
The Board of Directors of the Company met twelve times in 1997. Each
director attended at least seventy-five percent of the total number of
meetings of the Board of Directors and of committees, of which he or she was a
member, held during that year.
EXECUTIVE OFFICERS
Each executive officer of the Company is identified in the following table,
which also sets forth the respective office, age and period served in that
office of each person listed. Executive officers are elected annually by the
Board of Directors.
Year First
Elected to
Name Principal Occupation Now Age Office
and for Past 5 Years
John V. Sawyer, II Chairman of the Board of the 64 1984
Bank and the Company since
October 1, 1988, Director since 1974
Peter A. Blyberg President and CEO of the Bank and the 54 1993
Company since April 1, 1996; former
Executive Vice President, COO and
Treasurer of the Bank and Company
since 1995. Formerly Executive Vice
President and COO of the Bank and
Company since 1993. Former Vice
President for Commercial Banking at
Chemical Bank
John P. Lynch Senior Vice President and 51 1996
Senior Banking Officer of the
Bank and the Company
since 1995. Formerly Senior Vice
President-Loans of the Bank.
Sally J. Hutchins Vice President, Treasurer, 42 1988
Controller and Clerk of the
Bank since 1996; Vice
President and Clerk of the Company
since 1993. Formerly Vice President,
Controller, Personnel Officer and Clerk.
Peter F. Greene Vice President, Senior Bank Services 38 1996
Officer of the Bank since 1997. Vice
President of the Company since 1996.
Formerly Vice President, Operations
Officer since 1993.
Rebecca J. Sargent Vice President, Senior Trust Officer 33 1996
of the Bank and Company since 1996.
Formerly Assistant Vice President and
Trust Officer of the Bank since 1994.
Formerly with the law firm of Loughlin
and Wade, Portsmith, New Hampshire
Richard W. Teele Secretary of the Company since 1988. 66 1988
Retired in 1995 from the Bank.Formerly
Executive Vice President, Treasurer
and Secretary.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth all annual compensation received during each
of the Company's last three fiscal years by Mr. Blyberg who is the only
executive officer for whom such compensation exceeded $100,000 in any
reported year. Mr. Blyberg serves in comparable positions with both the Bank
and the Company. Executive compensation is paid by the Bank.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name Annual Restricted All Other
And Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) (4) ($) (s) SARs# ($) ($)
Peter A. Blyberg 1995 $125,000 $5,265 $0 $0 0 $0 $ 6,543
President and 1996 $133,335 $5,000 $0 $0 0 $0 $10,382
Chief Executive 1997 $132,750 $5,150 $0 $0 0 $0 $ 5,532
Officer
Each director of the Bank who is not also an officer is paid a director's
fee in the amount of $250 for each meeting attended, including meetings of the
Board committees of which the director is a member. Director's fees are paid
by the Bank and are not separately paid for attendance at meetings of the
Board of Directors of the Company. John V. Sawyer, II, who serves as Chairman
of the Board receives a salary of $26,000 per annum from the Bank but does not
receive director's fees for attendance at Board and Committee meetings. No
director has received any other compensation for Board or committee
participation or other special assignments.
The Bank maintains a non-contributory defined benefit pension plan funded
by a trust (the "Plan"). All full time employees who are at least 21 years
of age and have completed one year of service participate in the Plan.
Compensation attributable to the Plan has not been included in the Summary
Compensation Table set forth above. Annual contributions to the Plan are
computed on an actuarial basis to provide a normal retirement benefit of
60% of average annual salary minus 50% of the participant's social security
benefit, with a downward adjustment if the participant, at the time
of retirement, has completed less than 25 years of service. "Average Annual
Salary" is determined by calculating the average basic compensation of the
participant exclusive of bonuses for the three highest consecutive years
prior to attaining the age of 65; provided, however, that for the purpose
of such calculation base compensation in any year may not exceed $160,000.
The Plan provides "Normal Retirement Benefits" to participants who terminate
their employment after attaining the age of 65 or after completing five
years of accredited service with the Bank. The accrued benefit of a participant
who retires prior to age 65 is his or her normal benefit adjusted by a fraction
which represents his or her Bank employment time divided by the Bank
employment time he or she would have had by age 65. Payment options include
single life annuities and joint annuities. The Plan provides death benefits to
beneficiaries of employees who meet conditions of early retirement (age 55 and
10 years of service) prior termination of employment as follows. Non-spousal
benefit: accrued benefit at date of death paid monthly over a 10 year period.
Spousal benefit: actuarial equivalent of the non-spousal death benefit paid
either monthly over a 10 year period or a single life annuity. If employee
does not meet conditions for early retirement, a survivor annuity may be
payable, if married. The Plan does not provide a disability benefit. Mr.
Blyberg is a participant in the Plan. For purposes of the Plan, Mr. Blyberg
has four credited years of service.
The table below illustrates retirement compensation for representative
salary brackets and years of service with the Bank. 1997 maximum - social
security at age 65 = $15,912.
PENSION PLAN TABLE
Reenumeration Years of Service
15 20 25 30 35
$120,000 $38,426 $51,235 $64,044 $64,044 $64,044
$130,000 $42,026 $56,035 $70,044 $70,044 $70,044
$140,000 $45,626 $60,835 $76,044 $76,044 $76,044
$150,000 $49,226 $65,635 $82,044 $82,044 $82,044
$160,000 $58,826 $70,435 $88,044 $88,044 $88,044
The foregoing table illustrates the value of retirement benefits at the
compensation levels indicated. Benefits are expressed in today's dollars.
In addition to the foregoing defined benefit pension plan, the Bank has
entered into deferred compensation agreements with certain of its executive
employees, including Mr. Blyberg, pursuant to which, subject to continued
employment with the Bank and certain other conditions, such executive employees
are entitled to receive certain retirement and disability benefits. Pursuant
to his agreement with the Bank, Mr. Blyberg is entitled to receive monthly
payments in the amount $4,152.17, for a period of ten years following the first
to occur of death or retirement after reaching the age of 65 years. Under the
terms of the agreement, Mr. Blyberg may elect to retire early after reaching
the age of 60 years, in which event he would be entitled to receive a
proportionately reduced monthly benefit. In addition to the foregoing
benefits, under the terms of the agreement, in the event that Mr. Blyberg
is permanently disabled prior to attaining the age of 65 years, he would be
entitled to receive a disability benefit in the amount of $2,000 per
month from the date of his disability until he reached the age of 65. Upon
reaching age 65, he would be entitled to receive the deferred compensation
benefit described above. The obligations of the Bank under these
deferred compensation agreements is unfunded, but the Bank has purchased
insurance contracts on the lives of all covered employees, including Mr.
Blyberg, in amounts which are estimated to be sufficient to fund all amounts
payable under the agreements.
The Bank also has entered into salary continuation agreements with certain
of its executive officers, including Mr. Blyberg, pursuant to which, should he
terminate his employment, either voluntarily or involuntarily, within three
years of a change of control or other "business combination" as defined in the
Company's bylaws, he would be entitled to receive an amount equal to the lesser
of (i) three times the total compensation paid to him in the last full fiscal
year prior to termination of his employment, less one dollar, or (ii) the
maximum amount permitted without such payment being deemed an "excessive
parachute payment" within the meaning of Section 208- g of the Internal
Revenue Code.
Neither the Bank nor the Company has a formal compensation committee. Mr.
Blyberg, in his capacity as President and Chief Executive Officer, has made
compensation recommendations to the Executive Committee of the Board of
Directors with respect to all employees, other than himself. The
recommendations were then considered by the Board of Directors, which also
formulated a compensation recommendation with respect to Mr. Blyberg. All
compensation recommendations were then considered and voted upon by the full
Board of Directors. Mr. Blyberg is a member of the Board of Directors and a
member of the Executive Committee. He has abstained from participating in
discussions or recommendations regarding his own compensation.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Board of Directors of the Bank has no formal compensation policy
applicable to compensation decisions with respect to its executive officers.
While there are no objective criteria which specifically relate corporate
performance to compensation determinations, in formulating its recommendation
with respect to compensation of Mr. Blyberg during the last fiscal year, the
Board of Directors considered, among other factors, the seniority and experience
of Mr. Blyberg and the relationship of his compensation to that of other
executive officers employed by the Bank and to persons holding comparable
positions at other similarly situated banks in Maine. In reaching its
determination as to the compensation of Mr. Blyberg, the Board of
Directors did not use any objective measure of the Bank's performance but
considered, in general, the performance of the Bank in relationship to that of
other similarly situated banks in Maine.
The forgoing report regarding compensation has been submitted by the
Board of Directors, including Douglas A. Gott, David E. Honey, Casper G.
Sargent, Jr., John V. Sawyer, II, Richard W. Whitney, Peter A. Blyberg, Robert
S. Boit, Peter A. Clapp, Sandra H. Collier, Richard W. Teele, Arthur J.
Billings, Richard C. Carver, Robert B. Fernald, Thomas R. Perkins, Stephen C.
Shea and Paul L. Tracy.
PERFORMANCE GRAPH
The following graph provides a comparison of total shareholder return on
the Common Stock of the Company with that of other comparable issuers. The
following graph illustrates the estimated yearly percentage change in the
Company's cumulative total shareholder return on its Common Stock for each of
the last five years. For purposes of comparison, the graph also illustrates
comparable shareholder return of NASDAQ banks as a group as measured by the
NASDAQ Banks Stock Index. The graph assumes a $100 investment on December 31,
1993 in the common stock of the Company and the NASDAQ banks as a group and
measures the amount by which the market value of each, assuming reinvestment of
dividends, has increased as of December 31 of each calendar year since the base
measurement point of December 31, 1993.
INSERT LINE GRAPH FOR COMPARISON PURPOSES
Common Stock of the Company is not actively traded on any market, and
therefore, no market index is available for the purpose of determining the
market price of such common stock as of any particular date. The foregoing
graph is based upon a good faith determination of approximate market value for
each year indicated based on anecdotal information available to the Company as
to the value at which its common stock has traded in isolated transactions from
time to time. Therefore, although the graph represents a good faith estimate of
shareholder return as reflected by market value, the valuations utilized are,
of necessity, estimates and may not accurately reflect the actual value at
which common stock has traded in particular transactions as of
any of the dates indicated.
SELECTION OF AUDITORS
The Board recommends that the stockholders ratify its selection of
Berry, Dunn, McNeil & Parker as independent auditors of the Company for
1998.
Berry, Dunn, McNeil & Parker has assisted the Company with preparation of
periodic filings with the Security and Exchange Commission and has also assisted
the Bank with preparation of filings with the Federal Reserve Board. In
addition, Berry, Dunn, McNeil & Parker performed services for the Bank in
connection with the preparation of income tax filings. All services rendered
by Berry, Dunn, McNeil & Parker were approved by the Board of Directors,
which considered the possible effect of such services on the independence
of Berry, Dunn, McNeil & Parker. Management anticipates that Berry, Dunn,
McNeil & Parker will render comparable services to the Bank and the
Company in 1998.
Stockholder approval of the selection of auditors is not required, but the
Board is of the view that an expression of opinion by the stockholders as to the
appropriateness of this selection is desirable. The Board recommends that its
selection of Berry, Dunn, McNeil & Parker be ratified. If its selection is not
ratified, the Board will take action to appoint a different auditor. It is
expected that a representative of Berry, Dunn, McNeil & Parker will be present
at the Meeting, will have an opportunity to make a statement if he or she so
desires and will be available to respond to appropriate questions.
OTHER MATTERS
Management knows of no other matters to be presented for action at the
Meeting. If any of the nominees for the office of Director become unavailable
for election or if any other matters properly come before the Meeting, the
shares represented by proxies will be voted with respect thereto in
accordance with the judgement of the person voting the proxies.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders may submit proposals for consideration at the 1999 annual
meeting, which is presently scheduled for April 15, 1999. In order to
be included in the Company's proxy statement and form of proxy relating to
that meeting, such proposals must be received by the Company no later
than December 16, 1998. Proposals should be addressed to Peter A.
Blyberg, President, Union Bankshares Company, 66 Main Street, Ellsworth, Maine
04605.
Ellsworth, Maine By Order of the Board of Directors
March 27, 1998 Sally J. Hutchins,
Clerk
UNION BANKSHARES COMPANY PROXY The undersigned hereby appoints
66 Main Street Sally J. Hutchins and Peter A.
Ellsworth, Maine 04605 Blyberg as Proxies, each with
This proxy is solicited on behalf of the power to appoint a substituteand
Board of Directors hereby authorizes them to
represent and vote as designated
below, all the shares of common
stock of the Company held of
record by the undersigned as of
the close of business on February
25, 1998, at the annual meeting
of stockholders to be held on
April 16, 1998, or at any
adjournment thereof.
1. To set the number of Directors at 16:
For Against Abstain
2. To elect as Directors of the Company:
Douglas A. Gott, David E. Honey, Casper G. Sargent, Jr., John V.
Sawyer II, Paul L. Tracy, Richard W. Whitney
VOTE FOR ALL LISTED NOMINEES
AUTHORITY TO VOTE FOR DIRECTORS IS WITHHELD
VOTE FOR LISTED NOMINEES EXCEPT THE FOLLOWING:
(Instruction: To withhold authority to vote for any nominee, write the
name of the nominee(s) in the space provided below.)
3. To elect Sally J. Hutchins as Clerk of the Company
For Against Abstain
4. To ratify the Board of Directors' selection of Berry, Dunn, McNeil & Parker
as independent auditors of the Company for 1998
For Against Abstain
5. To transact such other business as may properly come before the meeting or
any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED ON BEHALF OF THE UNDERSIGNED
STOCKHOLDER IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED IN FAVOR OF THE NOMINEES LISTED IN PROPOSALS 2 AND 3, AND IN FAVOR
OF PROPOSALS 1 AND 4, AND IN THE DISCRETION OF MANAGEMENT WITH RESPECT TO ANY
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
Please sign exactly as name appears below. Only one joint tenant need sign.
When signing as attorney, executor, administrator, trustee or guardian, or in
any representative capacity, please give full title.
Dated____________________________, 1998
Signature_________________________________
Signature_________________________________
