UNION BANKSHARES COMPANY
66 Main Street
Ellsworth, Maine 04605
May 19, 2000
Dear Stockholder:
The 2000 Annual Meeting of the Stockholders of Union Bankshares
Company will be held at 11:00 a.m. on Thursday, June 15, 2000 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 June 15.
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 JUNE 15, 2000
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 June 15, 2000 at 11:00
a.m. to consider and act upon the following proposals:
1. To set the number of directors at 17.
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 2000.
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 April 21, 2000
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: MAY 19, 2000
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, JUNE 15, 2000
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, June 15, 2000 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 April 1, 2000, the Company had outstanding 578,336 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 April 21, 2000 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 April 1, 2000, 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 Common Stock Beneficially Owned Percent of
Beneficial Owner Class
Almarach Associated PA, LP
MME Suite 100
3993 Huntingdon Pike
Huntingdon, PA 19006 37,767 6.53
The following table lists, as of April 1, 2000, 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 334 *
Peter A. Blyberg 347 *
Robert S. Boit 25,596 4.43
Blake B. Brown 92 *
Richard C. Carver 1,367 *
Peter A. Clapp 308 *
Sandra H. Collier 201 *
Robert B. Fernald 790 *
Douglas A. Gott 930 *
David E. Honey 777 *
James L. Markos, Jr. 266 *
Casper G. Sargent, Jr. 2,857 *
John V. Sawyer, II 3,191 *
Stephen C. Shea 14,267 2.47
Richard W. Teele 527 *
Paul L. Tracy 664 *
Richard W. Whitney 62 *
Total ownership of all listed
Directors and other officers 54,141 9.33
*Represents ownership of less than 1%.
For purposes of the above table, beneficial ownership has been
determined in accordance with the provisions of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended,
under which, 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
Section 16 (a) of the Securities Exchange Act of 1934 requires
executive officers, directors and persons who beneficially own more
than ten (10) percent of the stock of the Company to file initial
reports of ownership and reports of changes in ownership. Such
persons are also required by the Securities and Exchange Commission
regulations to furnish the Company with copies of these reports.
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 DIRECTORS
Management recommends that the number of directors for the
coming year be set at 17. 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 2000 Annual
Meeting Messrs. Billings, Carver, Fernald and Shea. 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
Principal Occupation Age as of Director of
Now and for Past 5 years 4/15/00 the Company
Term expires in 2000:
Arthur J. Billings President,
Barter Lumber Company 44 1990
Richard C. Carver Owner and Manager, Carver Oil
Company and Carver Shellfish,
Inc. 67 1984
Robert B. Fernald Treasurer, A.C. Fernald Sons, Inc.
and Jordan-Fernald 66 1986
Stephen C. Shea Treasurer, E.L. Shea, Inc.;
President, Shea Leasing 52 1988
Term expires in 2001:
Blake B. Brown President and Owner, Brown's
Appliance and TV 54 1999
Douglas A. Gott Owner, Douglas A. Gott & Sons,
General Contractors 66 1986
David E. Honey Retired; Former Manager, Swans
Island Electric Cooperative 71 1984
James L. Markos, Jr. General Manager, Maine Shellfish
Company, Inc. 51 1999
Casper G. Sargent, Jr. Owner, Sargent's Real Estate
Corporation 70 1984
John V. Sawyer, II Retired, President, Worcester-
Sawyer Agency Insurance & 66 1984
Real Estate, Chairman of the
Board of the Company and the Bank
Paul L. Tracy President and owner of Winter
Harbor Agency; Vice President 37 1995
and co-owner of Schoodic Insurance
Services; Vice President and co-
owner of MDI Insurance Agency;
Co-owner of Grindstone Financial
Group LLC
Richard W. Whitney Dentist 71 1984
Term expires in 2002:
Peter A. Blyberg President and CEO of the
Company and the Bank since 56 1993
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 of the
Company and the Bank 69 1984
Peter A. Clapp President, Blue Hill Garage 55 1995
Sandra H. Collier Attorney at Law, Sandra Hylander
Collier Law Offices 48 1992
Richard W. Teele Retired; Secretary and former
Executive Vice President and 68 1984
Treasurer of the Company and the Bank
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, Shea and Billings.
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, P.O. Box 479, 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 1999.
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.
Elected
Name Principal Occupation Now and for Past 5 Years Age to Office
John V. Sawyer, II Chairman of the Board of the Bank and
the Company since October 1, 1988. 66 1984
Director since 1974.
Peter A. Blyberg President and CEO of the Bank and the
Company since April 1, 1996. Formerly 56 1993
Executive Vice President, COO and
Treasurer of the Bank and the Company.
Former Vice President for Commercial
Banking at Chemical Bank.
John P. Lynch Executive Vice President of the Company
and Executive Vice President, Senior 53 1996
Banking Officer of the Bank since
December 8, 1999. Formerly Senior
Vice President of the Company and
Senior Vice President, Senior Banking
Officer of the Bank since 1996. Formerly
Senior Vice President - Loans of the Bank.
Sally J. Hutchins Senior Vice President and Clerk of the
Company and Senior Vice President, 44 1988
Treasurer, Controller and Clerk of the
Bank since December 8, 1999. Formerly
Vice President and Clerk of the Company
since 1993. Formerly Vice President,
Treasurer, Controller and Clerk of the
Bank since 1996. Formerly Vice President,
Controller and Clerk of the Bank.
Peter F. Greene Senior Vice President of the Company and
Senior Vice President, Senior Bank 40 1996
Services Officer of the Bank since
December 8, 1999. Formerly Vice
President of the Company since 1996
and Vice President, Senior Bank Services
Officer of the Bank since 1997. Formerly
Vice President - Bank Services and Vice
President - Operations.
Rebecca J. Sargent Senior Vice President, Senior Trust
Officer of the Bank and the Company 35 1996
since December 8, 1999. Formerly Vice
President, Senior Trust Officer of
the Company since 1997 and Vice
President, Senior Trust Officer of
the Bank since 1996. Formerly
Vice President, Trust Officer of the
Company and Assistant Vice President,
Trust Officer of the Bank.
Richard W. Teele Secretary of the Company since 1988.
Retired in 1995 from the Bank. 68 1988
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
$100,000 in any reported year. Mr. Blyberg serves in comparable
positions with both the Bank and the Company. Executive compensation
is paid by the Bank.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Other Annual
Year Salary Bonus Compensation ($)
Peter A. Blyberg 1997 $132,750 $ 5,150 $0
President and Chief 1998 $140,000 $ 8,375 $0
Executive Officer 1999 $145,725 $11,200 $0
LONG TERM COMPENSATION
AWARDS PAYOUTS
Restricted LTIP
Stock Optional SARs Payouts
Year Awards ($) (#) ($)
Peter A. Blyberg 1997 $0 0 $0
1998 $0 0 $0
1999 $0 0 $0
ALL OTHER COMPENSATION
Other
Year Compensation ($)
Peter A. Blyberg 1997 $ 5,532
1998 $ 7,653
1999 $ 4,754
Each director of the Bank who is not also an officer is paid a
directors' fee in the amount of $250 for each meeting attended,
including meetings of the Board committees of which the director is a
member. Directors' 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 plus $50 per
meeting 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 the latter of
attaining the age of 65 and after the completion of his/her fifth
anniversary. The accrued benefit of a participant who retires prior
to normal retirement date 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 normal
retirement date. 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 to termination of employment. The amount of
the benefit is equal to the accrued benefit at date of death paid
monthly over a 10 year period. In addition, the spouse of a married
employee may elect to receive his or her benefit in the form of a
single life annuity. If the employee does not meet conditions for
early retirement, a survivor annuity may be payable, if the employee
is 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 five credited years of service.
The table below illustrates retirement compensation for
representative salary brackets and years of service with the Bank.
The maximum social security offset for 1999 was $16,476.
PENSION PLAN TABLE
Remuneration Years of Service
15 20 25 30 35
$120,000 $38,257 $51,010 $63,762 $63,762 $63,762
$130,000 $41,857 $55,810 $69,762 $69,762 $69,762
$140,000 $45,457 $60,610 $75,762 $75,762 $75,762
$150,000 $49,057 $65,410 $81,762 $81,762 $81,762
$160,000 $52,657 $70,210 $87,762 $87,762 $87,762
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 64 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 salary
continuation agreements, 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, Stephen C. Shea, Paul L. Tracy, Blake B. Brown and James L.
Markos, Jr.
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, 1995 in the common stock of the Company and 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, 1995.
INSERT 5 YEAR COMPARISON PERFORMANCE GRAPH
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 2000.
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 2000.
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 2001
Annual Meeting, which is presently scheduled for April 19, 2001. 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 15, 2000. Proposals should be
addressed to Peter A. Blyberg, President, Union Bankshares Company,
P.O. Box 479, Ellsworth, Maine 04605.
Ellsworth, Maine By Order of the Board of Directors
May 19, 2000 Sally J. Hutchins, Clerk
UNION BANKSHARES COMPANY P The undersigned hereby appoints
66 Main Street R Sally J. Hutchins and Peter A.
Ellsworth, Maine O Blyberg as Proxies, each with
This proxy is solicited on behalf X power to appoint a substitute
of the Board of Directors Y and 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 April
21, 2000, at the annual meeting
of the stockholders to be held
on June 15, 2000, or at any
adjournment thereof.
1. To set the number of Directors at 17:
For Against Abstain
2. To elect as Directors of the Company:
Arthur J. Billings, Richard C. Carver, Robert B. Fernald, Stephen C. Shea
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 2000
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___________________________, 2000
Signature________________________________
Signature________________________________
