<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
UNB CORPORATION
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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 statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
================================================================================
<PAGE> 2
UNB Corp.
United Bank Plaza
220 Market Avenue South
Canton, Ohio 44702
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 20, 1999
The 1999 Annual Meeting of the Shareholders of UNB Corp. (the
"Corporation") will be held in the Ballroom of the Canton Hilton, 320 Market
Avenue South, Canton, Ohio, on Tuesday, April 20, 1999, at 12:30 p.m., for the
following purposes:
(1) To elect four directors, each to serve for a term of three years.
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only those Shareholders of record at the close of business January 31,
1999, shall be entitled to notice of and to vote at said meeting or any
adjournment thereof.
We urge you to sign and return the enclosed proxy card as promptly as
possible whether or not you plan to attend the meeting in person. If you do
attend the meeting, you may then withdraw your proxy.
/s/ Robert M. Sweeney
ROBERT M. SWEENEY
Secretary
Canton, Ohio
February 19, 1999
<PAGE> 3
UNB Corp.
United Bank Plaza
220 Market Avenue South
Canton, Ohio 44702
VOTING AND PROXY SOLICITATION MATTERS
-------------------------------------
This proxy statement is furnished to Shareholders of UNB Corp. in
connection with the solicitation of proxies for use at the Annual Meeting of
Shareholders to be held in the Ballroom of the Canton Hilton, 320 Market Avenue
South, Canton, Ohio, on Tuesday, April 20, 1999, at 12:30 p.m.
This proxy statement and proxy are being mailed on or about February 19,
1999. The accompanying proxy is solicited by the Board of Directors. It is
contemplated that solicitation of proxies will be by use of the mails only.
However, in addition, solicitation may be made by telephone, telegraph, or
facsimile by officers or by employees of UNB Corp., or by officers or by
employees of the United National Bank & Trust Co. (the "Bank"). The cost of such
solicitation will be borne by the Corporation. UNB Corp. may reimburse brokerage
firms and nominees for reasonable expenses incurred by them, and approved by UNB
Corp., in forwarding proxy materials to beneficial owners. You may revoke your
proxy at any time prior to its exercise at the Annual Meeting by giving written
or oral notice to the secretary of the meeting.
Shareholders of record at the close of business on January 31, 1999, are
entitled to notice of and to vote at the meeting. Shareholders of record will be
entitled to one vote for each share held by them on the record date for all
matters which come before the meeting. Shareholders have no cumulative voting
rights. The number of no par value shares outstanding as of January 31, 1999,
including 303,480 shares acquirable within sixty days through the exercise of
stock options, was 11,389,397.
The Trust Department of the United National Bank & Trust Co. holds shares
of UNB Corp. stock with voting authority in various fiduciary capacities. The
total number of shares held by the Trust Department on January 31, 1999, was
2,190,655 shares representing 19.2% of the shares outstanding. The number of
shares held by the Trust Department as sole trustee or executor, which will not
be voted in the election of directors, is 133,851 shares (1.2% of the shares
outstanding). Voting rights of the remaining 2,056,804 shares (18.1% of the
shares outstanding) will be passed through to the various trust donors,
beneficiaries, or others pursuant to the terms of the Trust documents. All
directors and officers as a group beneficially own 1,667,263 shares (14.6% of
the shares outstanding). This includes 303,480 shares which are acquirable
within sixty days through the exercise of stock options. No individual
beneficially owns over 5% of the shares outstanding.
ELECTION OF DIRECTORS
---------------------
Under the Code of Regulations of UNB Corp., the Board of Directors is
divided into three classes, designated as Class I, Class II, and Class III, with
each class consisting of approximately one-third of the total number of
directors as fixed from time to time by the Board of Directors. Currently, that
number has been fixed at fourteen. The directors serve staggered three-year
terms, so that directors of only one class are elected at each Annual Meeting.
At the forthcoming Annual Meeting, the Shareholders will be asked to elect four
directors of Class II. Those nominees receiving the greatest number of votes
will be elected as directors. There is no minimum number of votes required to
elect a director.
The nominees for election at the forthcoming Annual Meeting are Messrs. E.
Lang D'Atri, Robert L. Mang, Roger L. Mann, and Marc L. Schneider. The nominees
are presently directors of the Corporation.
The persons named in the enclosed form of proxy will vote the proxy in
accordance with the choices specified. If no choices are specified, it is the
intention of the persons named in the enclosed form of proxy to vote for the
four nominees named above. Proxies cannot be voted for a greater number of
persons than the number of nominees named.
<PAGE> 4
INFORMATION AS TO NOMINEES
--------------------------
The names of the nominees for the election as directors, together with
specific information about the nominees, are as follows:
<TABLE>
<CAPTION>
UNB Corp.
Shares % of
Owned Board and
Year of Beneficially(1) Committee
Principal Occupation Initial (January 31, % of Meetings
Name Age (Past Five Years) Election 1999) Outstanding Attended
- ------------------------------------------------------------------------------------------------------------------------------------
Class II
(Term expires in 2002)
<S> <C> <C> <C> <C> <C>
E. Lang D'Atri 60 Attorney at Law, Zollinger, 1978 76,715(2) .67% 91%
D'Atri, Gruber, Thomas &
Co; Formerly Attorney
at Law, Day, Ketterer,
Raley, Wright & Rybolt
Robert L. Mang 66 Retired President 1976 268,322(3) 2.36% 89%
and Chief Executive
Officer of UNB Corp.
Retired President
and Chief Executive
Officer of
United National Bank &
Trust Co.
Roger L. Mann 56 President and Chief 1997 10,297(4) .09% 94%
Executive Officer of
UNB Corp.
Chief Executive Officer
of United National
Bank & Trust Co.
Formerly Chairman and
Chief Executive Officer
of the Community Bank
North Region,
Banc One Corporation,
Columbus, Ohio
Marc L. Schneider 39 Vice President, Schneider 1998 32,850(5) .29% 95%
Lumber Compan
</TABLE>
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE WILL
CONTINUE AFTER THE 1999 ANNUAL MEETING
- --------------------------------------------------------------------------------
The names of the remaining directors, together with specific information
about the directors, are as follows:
<TABLE>
<CAPTION>
UNB Corp.
Shares % of
Owned Board and
Year of Beneficially(1) Committee
Principal Occupation Initial (January 31, % of Meetings
Name Age (Past Five Years) Election 1999) Outstanding Attended
- ------------------------------------------------------------------------------------------------------------------------------------
Class III
(Term expires in 2000)
<S> <C> <C> <C> <C> <C>
Louis V. Bockius III 63 Chairman, 1997 79,725 .70% 71%
Bocko, Inc.
Harold M. Kolenbrander 60 President, 1997 6,661(6) .06% 96%
Mount Union College
Russell W. Maier 62 Vice Chairman, Republic 1997 18,287(6) .16% 91%
Technology International;
Formerly Chairman
and Chief Executive Officer,
Republic Engineered
Steels, Inc.
Abner A. Yoder 66 President, 1997 40,227(6) .35% 73%
Stark Truss Co., Inc.
Robert J. Gasser 67 Consultant, John 1998 100,952(5) .89% 91%
Gasser & Son, Co., Inc.;
Formerly Chief Executive
Officer, John Gasser & Son,
Co., Inc.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
UNB Corp.
Shares % of
Owned Board and
Year of Beneficially(1) Committee
Principal Occupation Initial (January 31, % of Meetings
Name Age (Past Five Years) Election 1999) Outstanding Attended
- ------------------------------------------------------------------------------------------------------------------------------------
Class I
(Term expires in 2001)
<S> <C> <C> <C> <C> <C>
Edgar W. Jones, Jr. 56 President, Hal Jones 1979 166,865(7) 1.47% 79%
Construction Co.
James A. O'Donnell 69 Retired President 1969 13,776(2) .12% 79%
of UNB Corp.
Retired President
of United National
Bank & Trust Co.
Donald W. Schneider 68 President, Schneider 1967 431,237(2) 3.79% 87%
Lumber Company
Nan Johnston 66 Director, Stark County 1998 1,472(5) .01% 100%
District Library
E. Scott Robertson 36 President, Robertson 1998 1,605(5) .01% 67%
Heating Supply Company
</TABLE>
(1) Included in the shares set forth in the tables above are shares owned by
the nominee or director, his wife, minor children, and certain other family
members, and shares over which the nominee or director has full, or shares,
voting control and power of disposition. Percentages of outstanding shares
are calculated using 11,085,917 shares outstanding plus 303,480 shares
acquirable within sixty days through the exercise of stock options.
(2) Includes 3,000 shares which Messrs. O'Donnell, D. Schneider, and D'Atri
individually have the right to acquire within sixty days through the
exercise of stock options.
(3) Includes 139,472 shares which Mr. Mang has the right to acquire within
sixty days through the exercise of stock options.
(4) Includes 5,835 shares which Mr. Mann has the right to acquire within sixty
days through the exercise of stock options.
(5) Includes 1,400 shares which Messrs. M. Schneider, Robertson, Gasser, and
Mrs. Johnston individually have the right to acquire within sixty days
through the exercise of stock options.
(6) Includes 2,400 shares which Messrs. Kolenbrander, Maier, and Yoder
individually have the right to acquire within sixty days through the
exercise of stock options.
(7) Includes 9,543 shares held in trust or by Hal Jones Construction Co. for
which Mr. Jones retains voting power and 3,000 shares which Mr. Jones has
the right to acquire within 60 days through the exercise of stock options.
THE BOARDS OF DIRECTORS AND THEIR COMMITTEES
--------------------------------------------
In 1998, there were a total of seven regularly scheduled or special
meetings of the Board of Directors of UNB Corp. All UNB Corp. Board members
served on the Board of Directors of the United National Bank & Trust Co., the
Corporation's wholly owned subsidiary. In 1998, there were a total of twelve
regularly scheduled or special meetings of the Board of Directors of the Bank.
Messrs. Mann, D. Schneider, D'Atri, and M. Schneider served on the Board of
Directors of United Banc Financial Services, Inc., a wholly owned subsidiary of
UNB Corp. This Board met one time in 1998. United Banc Financial Services, Inc.
is a consumer finance company that originates personal loans.
Messrs. D. Schneider, M. Schneider, D'Atri, and Mann served on the Board of
Directors of United Mortgage Corporation, a wholly owned subsidiary of UNB Corp.
This Board did not meet in 1998. United Mortgage Corporation is an inactive
mortgage company that originates home loans for sale to the Bank and other
investors.
United Insurance Agency, Inc. is an inactive subsidiary of UNB Corp., which
is seeking a license from the state of Ohio to sell insurance products. The
Board of Directors of this subsidiary consists of Messrs. Roger L. Mann, Thomas
A. Reitan, James J. Pennetti, Charles J. Berry, and Todd S. Bundy. The Board met
one time in 1998.
The Executive Committee of UNB Corp. consisted of Messrs. D. Schneider, M.
Schneider, Gasser, Mann, D'Atri, and Yoder. The Executive Committee of the
Corporation is authorized to act in the absence of the Board of Directors in all
Board related matters. The Committee met eight times in 1998.
<PAGE> 6
The Nominating Committee of UNB Corp. consisted of Messrs. Mann, D.
Schneider, and D'Atri. The Nominating Committee will consider nominees
recommended by Shareholders and submitted in writing to Mr. Mann. No nominees
for directors will be accepted from the floor at the Annual Meeting. The
Committee did not meet in 1998.
The Compensation and Pension Committee of UNB Corp. consisted of Messrs.
Bockius III, D. Schneider, Maier, Yoder, and Robertson. The Function of the
Compensation and Pension Committee is to review salaries and benefits of
officers and employees. The Committee met three times in 1998.
The Mergers and Acquisition Committee of UNB Corp. consisted of Messrs. D.
Schneider, D'Atri, Mang, Maier, and Mann. The Function of the Mergers and
Acquisition Committee is to develop and implement the Board of Directors'
acquisition strategy for the Corporation and the Bank. The Committee met one
time in 1998.
The Audit Committee of UNB Corp. consisted of Messrs. Kolenbrander, D.
Schneider, Mang, and Mrs. Johnston. The functions of the Audit Committee are to
review the results of the external audit performed by Crowe, Chizek and Company,
to oversee the scope and results of the audit procedures performed by the
internal audit staff, and to review the adequacy of the Corporation's and the
Bank's systems of internal controls. The Committee met five times in 1998.
The Succession Committee of UNB Corp. consisted of Messrs. Bockius III,
D'Atri, Kolenbrander, Mann, Mang, and D. Schneider. The function of the
Succession Committee is to plan for management succession to ensure the
continued successful operation of the Corporation and the Bank. The Committee
did not meet in 1998.
The United National Bank & Trust Co. has a Trust Committee and an Executive
Committee.
The Executive Committee of the Bank consisted of Messrs. D. Schneider,
Gasser, Mann, D'Atri, M. Schneider, and Yoder. The Executive Committee of the
Bank is authorized to act in the absence of the Board of Directors in all
Board-related matters. The Committee met thirty times in 1998.
The Trust Committee of the Bank consisted of Messrs. D'Atri, Bockius III,
Mann, and M. Schneider. The Trust Committee oversees the Trust Department
function. The Committee met six times in 1998.
Each nonemployee director of UNB Corp.'s Board of Directors is paid $300
per UNB Corp. Board meeting attended. Nonemployee members of all UNB Corp.
Committees receive $150 per committee meeting attended. The Bank pays each
nonemployee director $300 per month plus $300 per Bank Board meeting attended.
Each nonemployee member of the Bank's Executive Committee also receives $350 per
month. Nonemployee members of all other committees receive $150 per committee
meeting attended. The Chairman of the Boards of Directors of UNB Corp. and the
United National Bank & Trust Co. receives a fee of $2,500 per month.
COMPENSATION AND PENSION COMMITTEE REPORT
JANUARY 1999
-----------------------------------------
The Compensation and Pension Committee's Report to the Shareholders which
follows was approved and adopted by the Committee on January 4, 1999, and
approved by the Board of Directors on January 14, 1999. The members of the
Compensation and Pension Committee are all independent directors.
UNB Corp. did not incur any salary expense in 1998. UNB Corp. or its
subsidiaries provided a pension plan, a profit sharing tax-deferred savings
plan, an incentive compensation plan, and other benefits to its officers.
Expenses associated with these plans or benefits are paid for by the
subsidiaries.
The Compensation Plan for the executive officers listed in the table below
consisted of these components: a base salary; the UNB Corp. R.O.E. Operating
Model Incentive Program; the 1987 Stock Option and Performance Unit Plan; and
the UNB Corp. 1998 Stock Option Plan. Also, the executive officers listed below
are eligible for the UNB Tax Deferred Savings Plan and the UNB Corp. and
Affiliates Deferred Compensation Plan. All executive officers of the Corporation
are also executive officers of the Bank.
On December 10, 1997, UNB Corp.'s Compensation and Pension Committee
adopted the UNB Corp. R.O.E. Operating Model Incentive Program. This Model,
which is based on the achievement of financial goals, allows all UNB Corp. and
its affiliates' employees an opportunity to earn an incentive over and above
their base salaries. The UNB Corp. R.O.E. Operating Model Incentive Program
provides for a percentage of the Corporation's income to be available for
distribution to all eligible employees of the Corporation or its subsidiaries
based on achieving a certain level of pre-tax income and Return on Equity. The
underlying principle of this Model is to reward for specific performance.
Eligibility and allocation of incentive awards are determined by the
Compensation and Pension Committee and approved by the Board of Directors.
Incentive awards are
<PAGE> 7
paid in the first quarter of the year following the year in which the
performance objectives were achieved. In 1998, the performance of the executive
officers listed in the table below was evaluated under the UNB Corp. R.O.E.
Operating Model Incentive Program.
The 1987 Stock Option and Performance Unit Plan and the UNB Corp. 1997
Stock Option Plan were designed to benefit the Corporation and its Shareholders
by enabling the Corporation and its subsidiaries to attract and retain a strong
management group. They are long-term incentive compensation plans designed to
provide a competitive incentive and reward program for the participants who
remain with the Corporation or its subsidiaries on a long-term basis. The grants
are targeted based on the Corporation's Return on Equity performance and the
optionees' performance level as determined during the annual management review
process. Officers of the Corporation and its subsidiaries are eligible to
participate in the Plans.
Effective October 1, 1984, the UNB Tax-Deferred Savings Plan (401-K) was
established. Qualification of the Plan was received on May 22, 1987. All
full-time employees are eligible to participate in the Plan, subject to certain
eligibility requirements established by the Plan. The Chief Executive Officer
and the other executive officers are participants in the Plan on the same basis
as all other eligible employees. Participants are permitted to make voluntary
contributions to their accounts in the Plan. Participants' contributions are
invested, by their choice, in one of four funds. The Corporation can, upon
approval of the Board of Directors, make a matching contribution to the Plan.
The contribution is invested in UNB Corp. common stock for the employee. All
employees of UNB Corp., or its subsidiaries, as of December 31, 1989, are 100%
vested in the Plan. All employees hired after December 31, 1989, must accumulate
three years of service to achieve 100% vesting of the Corporation's
contributions.
The UNB Corp. and Affiliates Deferred Compensation Plan provides an
opportunity for the participants to accumulate supplemental funds for retirement
on a tax-deferred basis. The purpose of this Plan is to aid the Corporation and
its subsidiaries in attracting and retaining senior officers of exceptional
ability by providing such individuals with the benefits of deferring
compensation under such a Plan. There is no financial contribution to this Plan
by either UNB Corp. or its subsidiaries. Mr. Mann, President and Chief Executive
Officer of the Corporation, is currently participating in this Plan.
The base salary and the cash incentive paid under the UNB Corp. R.O.E.
Operating Model Incentive Program to the Chief Executive Officer are based on
the achievement of performance objectives established and approved by the Board
of Directors. The Chief Executive Officer's performance objectives are related
directly to the Corporation's performance as measured by its Return on Equity
and its actual net income compared to a targeted net income figure as approved
by the Board of Directors.
Executive officers' salaries are based on the achievement of specific
functional, managerial, and individual objectives which are established each
year by the Chief Executive Officer. Cash incentives paid under the UNB Corp.
R.O.E. Operating Model Incentive Program to the executive officers are
determined by the overall performance of the Corporation as measured by the
Corporation's Return on Equity.
Louis V. Bockius III, Chairman
Donald W. Schneider
Abner A. Yoder
Russell W. Maier
E. Scott Robertson
<PAGE> 8
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------------------------------------------------------------------
Securities
Underlying
Name and Other Restricted Options/Stock Long-Term All
Principal Annual Stock Appreciation Incentive Other
Position Year Salary Bonus Compensation Awards Rights (#)* Plan Payouts Compensation
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Roger L. Mann, 1998 $204,411 $ 53,691 $ -0- -0- 29,176 options $-0- $ 6,400(3)
President and Chief 1997 $105,000 $118,288(2) $ -0- -0- -0- options $-0- $39,607(4)
Executive Officer
UNB Corp.
Chief Executive
Officer
United National Bank
& Trust Co.(1)
Leo E. Doyle, 1998 $131,131 $ 36,279 $ -0- -0- 12,706 options $-0- $ 6,400(3)
Executive Vice 1997 $122,090 $ 31,389 $ -0- -0- 12,600 options $-0- $ 5,766(3)
President 1996 $113,300 $ 21,300 $ -0- -0- 12,000 options $-0- $ 5,524(3)
United National Bank
& Trust Co.
James J. Pennetti, 1998 $126,074 $ 34,915 $ -0- -0- 12,198 options $-0- $ 5,856(3)
Vice President 1997 $117,428 $ 30,209 $ -0- -0- 12,200 options $-0- $ 5,528(3)
Treasurer 1996 $108,860 $ 20,466 $ -0- -0- 11,520 options $-0- $ 5,308(3)
UNB Corp.
Executive Vice
President
United National Bank
& Trust Co.
Robert M. Sweeney, 1998 $109,985 $ 30,661 $ -0- -0- 11,494 options $-0- $ 6,181(3)
Secretary 1997 $102,894 $ 44,539 $ -0- -0- 11,600 options $-0- $ 4,946(3)
UNB Corp. 1996 $ 95,932 $ 20,434 $ -0- -0- 10,856 options $-0- $ 4,713(3)
Executive Vice
President
United National Bank
& Trust Co.
Charles J. Berry, 1998 $ 88,050 $ 24,496 $ -0- -0- 6,586 options $-0- $ 4,439(3)
Senior Vice President 1997 $ 83,702 $ 22,934 $ -0- -0- 6,400 options $-0- $ 4,040(3)
Chief Financial Officer
United National
Bank & Trust Co.
</TABLE>
*NOTE: THERE WERE NO STOCK APPRECIATION RIGHTS GRANTED IN THE FISCAL YEARS
ENDING DECEMBER 31, 1998, 1997, AND 1996.
(1) Mr. Mann assumed his position as Chief Executive Officer on May 31, 1997.
(2) The total represents a $54,000 cash bonus paid to Mr. Mann in 1997, and an
award of 3,700 shares of UNB Corp. stock on June 1, 1997, with a market
value of $64,288, both made under the terms of his employment.
(3) The total represents payments by the Bank under the UNB Tax-Deferred
Savings Plan.
(4) The total represents $33,207 paid to Mr. Mann for relocation expenses under
the terms of his employment and $6,400 paid by the Bank under the UNB
Tax-Deferred Savings Plan.
<PAGE> 9
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
---------------------------------------
The Securities and Exchange Commission requires that UNB Corp. include in
this proxy statement a line graph presentation comparing cumulative, five-year
shareholder returns on an indexed basis with a broad equity market index and
either a nationally recognized industry standard or an index of peer companies
selected by the Corporation.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURNS(1) AMONG UNB CORP.,
THE S&P 500 STOCK INDEX, AND THE DOW JONES REGIONAL BANK INDEX
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Dow Jones Regional Bank Index(2) $100 $96.24 $153.91 $211.43 $330.27 $371.17
S&P 500 Stock Index(2) $100 $101.32 $139.40 $171.40 $228.59 $293.91
UNB Corp.(2) $100 $136.55 $160.14 $223.16 $297.24 $308.50
</TABLE>
(1) Assumes a reinvestment of dividends and a $100 initial investment on
December 31, 1993, in UNB Corp., the S&P 500 Stock Index, and the Dow Jones
Regional Bank Index.
(2) Based on quarterly dividends and quarterly closing stock prices.
1987 STOCK OPTION AND PERFORMANCE UNIT PLAN
-------------------------------------------
Pursuant to the 1987 Stock Option and Performance Unit Plan (the "Stock
Option Plan"), which was approved by the Shareholders at the 1987 Annual
Meeting, there are outstanding Options to purchase an aggregate of 372,622
shares of common stock of UNB Corp. at a price equal to 100% of the fair market
value of the common stock on the respective dates on which the Options were
granted. The outstanding Options expire ten years from the date of grant.
The Compensation and Pension Committee of the Board of Directors has
exclusive power to determine which employees participate in the Stock Option
Plan and the type and amount of awards to be made under the Stock Option Plan.
Options granted under the Stock Option Plan qualify as Incentive Stock Options
as determined under the Internal Revenue Code. No awards may be made under the
Stock Option Plan after February 11, 1997.
Once awarded, each Option cannot be exercised sooner than three years from
the date of grant nor later than ten years from the date of grant. An Option may
be exercised only while an Optionee is an employee of the Corporation (or a
subsidiary) or within ninety days after termination of employment for any reason
other than death or total disability, but only to the extent that it was
exercisable at the date of termination. If the Optionee is terminated by reason
of total disability, his Options may be exercised in full or in part, to the
extent not previously exercised, within one year following termination of
employment (but not later than the expiration date of such Options). If the
Optionee shall cease to be employed by the Corporation by reason of normal
retirement (as defined in the Corporation's Pension Plan), the Options shall
terminate and may no longer be
<PAGE> 10
exercised, except that within the period of ninety days following such
retirement, but not later than the expiration date of the Options, the Options
may be exercised in full or in part to the extent not previously exercised. If
an Optionee's employment is terminated by death or if he dies within ninety days
after cessation of employment, a person entitled by will or by the laws of
descent and distribution to exercise the Options may exercise the Options in
full or in part at any time prior to the expiration date of the Options to the
extent not previously exercised.
Once an Option is awarded, the Optionee, after the third consecutive year
of employment following the grant, may exercise the Option and purchase up to
25% of the total number of shares allowed by the Option. After the fourth
consecutive year of employment following the grant, the Optionee may exercise
the Option and purchase up to 50% of the total number of shares allowed by the
Option. The Option shall be fully exercisable and the Optionee may exercise the
Option and purchase 100% of the total number of shares allowed by the Option
after the fifth consecutive year of employment following the grant.
Payment for shares upon exercise of an Option under the Stock Option Plan
may be made in cash or by delivery of previously issued shares of common stock
of the Corporation having a fair market value equal to the exercise price, or a
combination of cash and shares. There is reserved for issuance upon exercise of
stock options granted under the Stock Option Plan a total of 372,622 common
shares of the Corporation.
UNB CORP. 1997 STOCK OPTION PLAN
--------------------------------
Pursuant to the UNB Corp. 1997 Stock Option Plan (the "Plan"), which was
approved by the Shareholders at the 1997 Annual Meeting, there are outstanding
Options to purchase an aggregate of 114,444 shares of common stock of UNB Corp.
at a price equal to 100% of the fair market value of the common stock on the
respective dates on which the Options were granted. The outstanding Options
expire ten years from the date of grant.
Messrs. Mang, D. Schneider, D'Atri, Jones, Jr., and O'Donnell each have
3,000 Options to purchase shares of common stock under the Plan. Messrs.
Kolenbrander, Maier, and Yoder each have 2,400 Options to purchase shares of
common stock under the Plan. Messrs. Gasser, Robertson, M. Schneider, and Mrs.
Johnston each have 1,400 Options to purchase shares of common stock under the
Plan.
There is reserved for issuance upon exercise of stock options granted under
the Plan a total of 996,200 common shares of the Corporation.
Under the Plan, certain key employees and directors ("Optionees") of the
Corporation or the Bank are eligible to receive Options to purchase a certain
number of the shares of the Corporation's common stock subject to certain
conditions. The purpose of the Plan is to advance the interests of the
Corporation and the Bank by giving key employees and directors of the
Corporation or the Bank additional incentive to promote the success of the
Corporation and to remain in the Corporation's or the Bank's service. It is
believed this can be accomplished by providing such persons the opportunity to
acquire additional equity interest in the Corporation, therefore further
aligning their interests with those of the other Shareholders. In addition, the
Plan enables the Corporation to offer an attractive incentive compensation
program to key employees of prospective acquisition candidates. The Corporation
believes that this is an important factor in promoting its long-term growth.
Under the Plan, officers and other executive, supervisory, and management
employees of the Corporation or the Bank, who, in the sole discretion of a
committee comprised of nonemployee directors appointed by the Board of
Directors, have substantial responsibility for the direction and management of
the Corporation or the Bank and/or are in a position to contribute materially to
the Corporation's continued growth, development, and long-term success may, from
time to time, be granted Options to purchase a given number of shares of the
Corporation's stock, subject to certain terms and conditions.
The Plan contemplates the award of both Incentive Stock Options (ISO's)
under the Internal Revenue Code of 1986, as amended, as well as Nonqualified
Stock Options (NQSO's). The classification of an Option as an ISO provides
certain tax benefits to the Optionee, most notably a deferral of taxation from
the date of exercise (when NQSO's would ordinarily be taxable) to the date of
the sale of the underlying shares acquired by the exercise of such Option. When
exercised, the holder of an ISO recognizes no taxable income, and the
Corporation can claim no deduction. NQSO's are Options which do not receive
special tax treatment under the Internal Revenue Code. When exercised, the
holder of an NQSO recognizes taxable income on the difference between the price
paid for the Option shares pursuant to the Option and the fair market value of
the shares purchased pursuant to the Option on the date of the exercise.
The Plan provides for specific grants of Options to the Corporation's
directors, directors of subsidiaries of the Corporation, directors of
subsidiaries of the Bank, and the Corporation's Chief Executive Officer. At the
initiation of the Plan, each nonemployee director of the Corporation and the
Corporation's Chief Executive Officer received Options for 2,000
<PAGE> 11
shares. Each person who was a director of any subsidiary of the Corporation, or
any subsidiary of the Bank and was not a director of the Corporation, received
Options for 1,400 shares. In years subsequent to the initiation of the Plan, new
directors meeting the definitions above shall be awarded Options for 2,000
shares and 1,400 shares, respectively, upon becoming a director, and returning
directors shall receive Options for 1,000 shares and 700 shares, respectively.
A committee comprised of nonemployee directors of the Board of Directors of
the Corporation has full authority and sole discretion with respect to
administration of the Plan. In this regard, a committee comprised of nonemployee
directors has sole discretion, subject to the specific grants contained and
terms set forth in the Plan, as to: (a) the persons to whom Options will be
granted, when such Options will be granted, and the number of shares and terms
with respect to such Options; (b) prescribe rules and regulations for
administering the Plan; and (c) decide any question arising as to the
interpretations or applications of any provisions under the Plan. All Options
granted under the Plan shall be required to be exercised within ten years of the
date of the grant of the Options.
Under the Plan, a committee comprised of nonemployee directors may grant
Options on up to 1,000,000 shares which are available to be optioned under the
Plan. The price to be paid under the Plan shall be the fair market value per
share of the Corporation's common stock on the date the Option is granted. No
Option shall be exercisable after the expiration of ten years after the date of
the grant of such Option. ISO's granted to a person who owns greater than ten
percent of the common stock of the Corporation must be granted at a price equal
to 110% of the fair market value per share of the Corporation's common stock on
the date the Option is granted and must be exercised within five years of the
date of such grant. No person presently owns ten percent of the Corporation's
common stock. In addition, the Plan contains a limitation which provides that
the aggregate fair market value, as determined at the time of the grant of such
Options, for which ISO's are exercisable for the first time under the terms of
the Plan, by the employee during any calendar year, cannot exceed $100,000.
Except in certain limited circumstances as set forth in the Plan, Optionees
of ISO's must be employees of the Corporation or the Bank at the time of the
exercise of any Options, and all Options not exercised at the time that any such
Optionee ceases to be an employee of the Corporation or the Bank shall be
canceled and the shares subject to such Options shall be made available to be
optioned under the Plan again.
Further, any person eligible for participation in the Plan, notwithstanding
such status, shall not acquire any rights, as a result of such eligibility, to
retain their employee status with the Corporation or the Bank for any specific
period of time.
All persons to whom Options are granted under the Plan shall be given
written notice of such grant and shall be required to execute a separate Stock
Option Agreement with the Corporation before such Options will take effect. In
order to exercise the Options, the Optionee shall be required to provide a
written notice of intent to exercise to the Corporation accompanied by full
payment for the shares being acquired as provided under the Plan. No Optionee
shall acquire any shareholder rights with respect to the shares purchased
pursuant to the exercise of such Options until the Corporation has issued a
certificate or certificates evidencing those shares to the exercising Optionee.
The Plan also provides for the award of Stock Appreciation Rights (SAR's)
in tandem with an Option to purchase shares of the Corporation under the Plan. A
SAR provides the Optionee with a cash benefit equal to the excess of the fair
market value for a share of the Corporation's common stock on the exercise date
over the fair market value for a share of stock on the date that the SAR was
granted. The total appreciation available to an Optionee from any exercise of a
SAR is equal to the number of SAR's being exercised times the amount of
appreciation per SAR. An Optionee may exercise a SAR only in conjunction with
the exercise of the Option to which the SAR is attached, and it may be exercised
only at such times and by such persons as may exercise Options under the Plan.
<PAGE> 12
OPTIONS/STOCK APPRECIATION RIGHTS GRANTED IN 1998
-------------------------------------------------
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term
- ------------------------------------------------------------------------------------------------------------------------------------
% of Total
Number of Options/Stock
Securities Underlying Appreciation
Options/Stock Rights Granted
Appreciation to Employees Exercise Expiration
Name Rights Granted (#)* in 1998 Price Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roger L. Mann, 29,176 options 33.7% $19.63/ January 1, 2008 $360,324 $912,917
President and Chief share
Executive Officer of
UNB Corp. and Chief
Executive Officer of
United National Bank
& Trust Co.
Leo E. Doyle, 12,706 options 14.7% $19.63/ January 1, 2008 $156,919 $397,571
Executive Vice share
President
United National Bank
& Trust Co.
James J. Pennetti, 12,198 options 14.1% $19.63/ January 1, 2008 $150,645 $381,675
Vice President share
Treasurer
UNB Corp.
Executive Vice
President
United National Bank
& Trust Co.
Robert M. Sweeney, 11,494 options 13.3% $19.63/ January 1, 2008 $141,951 $359,647
Secretary share
UNB Corp.
Executive Vice
President
United National Bank
& Trust Co.
Charles J. Berry, 6,586 options 7.6% $19.63/ January 1, 2008 $ 81,337 $206,076
Senior Vice President share
Chief Financial
Officer
United National
Bank & Trust Co.
</TABLE>
*NOTE: THERE WERE NO STOCK APPRECIATION RIGHTS GRANTED IN THE FISCAL YEAR ENDING
DECEMBER 31, 1998.
<PAGE> 13
AGGREGATED OPTIONS/STOCK APPRECIATION RIGHTS EXERCISED IN 1998 AND
FISCAL YEAR-END 1998 OPTIONS/STOCK APPRECIATION RIGHTS VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options/Stock In-The-Money Options/
Appreciation Rights* at Stock Appreciation Rights*
Fiscal Year-End 1998 (#) at Fiscal Year-End 1998
Shares
Acquired Value
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roger L. Mann, -0- $ -0- -0- 29,176 $ -0- $ 10,795
President & Chief
Executive Officer UNB
Corp. Chief Executive
Officer United National
Bank & Trust Co.
Leo E. Doyle, -0- $ -0- 35,884 51,722 $ 507,748 $338,685
Executive Vice
President
United National
Bank & Trust Co.
James J. Pennetti, 6,272 $ 123,005 44,150 49,752 $ 642,509 $325,599
Vice President
Treasurer
UNB Corp.
Executive Vice
President
United National
Bank & Trust Co.
Robert M. Sweeney, -0- $ -0- 48,854 46,992 $ 721,639 $307,407
Secretary
UNB Corp.
Executive Vice
President
United National
Bank & Trust Co.
Charles J. Berry, -0- $ -0- 2,954 21,536 $ 37,651 $117,895
Senior Vice President
Chief Financial
Officer
United National
Bank & Trust Co.
</TABLE>
*NOTE: THERE WERE NO STOCK APPRECIATION RIGHTS EXERCISED IN 1998 NOR WERE
THERE ANY STOCK APPRECIATION RIGHTS OUTSTANDING AT FISCAL YEAR-END
1998.
PENSION PLAN
------------
Executive officers of UNB Corp. and the United National Bank & Trust Co.
are participants in the UNB Corp.Pension Plan (the "Plan") which is a Defined
Benefit Plan for all eligible full-time employees as defined by the Plan.
The following table sets forth retirement benefits at various levels of
compensation and years of service based upon retirement at age 65. For this
table, benefits are based on 1998 Plan provisions using a male born in 1935.
<PAGE> 14
<TABLE>
<CAPTION>
PENSION PLAN TABLE
------------------
REMUNERATION YEARS OF SERVICE
------------ ----------------
15 20 25 30 35
-- -- -- -- --
<S> <C> <C> <C> <C> <C>
$125,000 $38,799 $51,732 $64,665 $64,665 $64,665
$150,000 $47,237 $62,982 $78,728 $78,728 $78,728
$175,000 $47,237 $62,982 $78,728 $78,728 $78,728
$200,000 $47,237 $62,982 $78,728 $78,728 $78,728
$225,000 $47,237 $62,982 $78,728 $78,728 $78,728
$250,000 $47,237 $62,982 $78,728 $78,728 $78,728
$300,000 $47,237 $62,982 $78,728 $78,728 $78,728
$400,000 $47,237 $62,982 $78,728 $78,728 $78,728
$450,000 $47,237 $62,982 $78,728 $78,728 $78,728
$500,000 $47,237 $62,982 $78,728 $78,728 $78,728
NOTE: BENEFITS LISTED DO NOT INCLUDE SOCIAL SECURITY BENEFITS. THE MAXIMUM
ANNUAL SALARY ALLOWABLE FOR 1998 IS $160,000 FOR A DEFINED BENEFIT
PLAN.
</TABLE>
A participant's remuneration covered by the Plan is his or her annual
compensation as defined by the Plan averaged over the three highest consecutive
compensation periods as defined in the Plan. For the named executives as of the
end of the last calendar year, the covered compensation is: Mann, $160,000;
Doyle, $140,211; Pennetti, $135,472; Sweeney, $125,093; and Berry, $96,831. The
estimated years of service for each named executive is as follows: Mann, two
years; Doyle, twenty-two years; Pennetti, twenty-six years; Sweeney, twenty-nine
years; and Berry, eight years. Benefits are computed as a straight-life annuity
beginning at age 65.
CHANGE OF CONTROL AGREEMENTS
----------------------------
On November 16, 1995, the Boards of Directors of the Corporation and the
Bank approved the recommendation of the Compensation and Pension Committee and
adopted and entered into Change of Control Agreements (the "Agreements") with
the executive officers of the Bank, namely Leo E. Doyle, James J. Pennetti, and
Robert M. Sweeney.
On May 15, 1997, the Compensation and Pension Committee of the Board of
Directors of the Corporation approved and granted a Change of Control Agreement
for Roger L. Mann, President and Chief Executive Officer of UNB Corp. and Chief
Executive Officer of the United National Bank & Trust Co. The terms of this
Agreement were the same as the terms of the other executive officers'
Agreements.
On May 15, 1997, the Compensation and Pension Committee of the Board of
Directors of the Corporation approved and granted a Change of Control Agreement
for Charles J. Berry, Senior Vice President and Chief Financial Officer of the
Bank. The terms of this Agreement were the same as the terms of the other
executive officers' Agreements except that the terms of the Agreement as
described in Section 4D of the Agreement were for one year.
On December 10, 1997, the Compensation and Pension Committee of the Board
of Directors of the Corporation amended the Change of Control Agreements for
Messrs. Mann, Doyle, Pennetti, and Sweeney so that the terms of the Agreement as
described in Sections 2A (4), 4C, and 4D of the Agreements were increased from
two years to three years.
The Agreements become effective only upon a change of control of the
Corporation as defined in the Agreements. If, prior to a change of control, the
executive's employment with the Corporation or the Bank is terminated by death,
retirement, disability, resignation, or dismissal for any reason, the Agreement
will terminate.
The Board of Directors approved and adopted these Agreements in order to
help to assure the objectivity of these executive officers in evaluating a
potential change of control and in advising the Board of Directors of the
Corporation whether or not a potential change of control would be in the best
interests of the Corporation and its Shareholders. Further, these Agreements
will help to assure the present and future continuity of executive management
and will be an inducement for these key officers to remain in the employment of
the Corporation and the Bank should a change of control occur.
The Change of Control Agreements provide that upon termination of
employment, as defined in the Agreements, within three years following a change
of control (except in the case of Mr. Berry, two years), unless the executive is
terminated for good cause as defined in the Agreements, the executive shall be
entitled to severance compensation. The Agreements also provide that if the
executive voluntarily terminates employment not earlier than six months and not
later than nine months following a change of control, the executive shall be
entitled to severance compensation.
<PAGE> 15
In the event of the termination of the executive's employment as described
above, the executive shall be entitled to receive either a lump sum cash payment
equal to three years of compensation (base salary plus incentive) or upon the
executive's election, three years of compensation (base salary plus incentive)
payable in equal monthly payments, in cash, without interest. Mr. Berry is
entitled to one year of compensation (base salary plus incentive) under the
terms of his Agreement.
Following the termination of the executive's employment, the Corporation
shall continue the executive's coverage in the Bank's health, disability, and
life insurance plans, at the same levels that had been provided the executive
immediately prior to his termination of employment, for a period of three years,
except in the case of Mr. Berry, one year.
Payments made to an executive under the terms of the Agreements shall be
included within the definition of compensation for all qualified and
nonqualified retirement plans of the Corporation or the Bank. The benefit period
as defined in the Agreements shall be included within the computation of any and
all years of service and/or age requirements for the determination of the amount
of or vesting of benefits under the Corporation's or the Bank's qualified and
nonqualified retirement plans.
In the event of the termination of employment of the executives as defined
in the Agreements, the executives shall be entitled to one year of out-placement
services following termination of employment. All costs of such services shall
be paid for by the Corporation.
Under the terms of the Agreements, the Corporation and the executives
agree to arbitrate any issue, misunderstanding, disagreement, or dispute in
connection with the terms of the Agreements in accordance with the rules of the
American Arbitration Association. Any and all costs associated with the
executives' enforcement of the provisions of the Agreements through arbitration
shall be borne by the Corporation.
TRANSACTIONS WITH MANAGEMENT AND RELATED PARTIES
------------------------------------------------
Some of the directors and officers of UNB Corp., and the companies with
which they are associated, were customers of the Bank, and had banking
transactions with the Bank in the ordinary course of business during 1998, and
expect to have such banking transactions in the future. All loans and
commitments for loans included in such transactions were made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons, and in the opinion of the management of the Bank, did not involve
more than normal risk of collectibility or present other unfavorable features.
The aggregate amount of such loans and commitments outstanding at December 31,
1998, was $26,909,742, or 37.5%, of the Corporation's equity at year-end 1998.
In 1998, Director E. Lang D'Atri was a partner in the law firm Day,
Ketterer, Raley, Wright & Rybolt. In the ordinary course of business, UNB Corp.
and the United National Bank & Trust Co. have retained the legal services of
this firm in the past and may retain its services in the future. In 1998, the
Corporation and the Bank paid a total of $14,089 to Day, Ketterer, Raley, Wright
& Rybolt for legal services rendered by the firm.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
During the fiscal years ended December 31, 1998, 1997, and 1996, no
director, officer, or other person required to file such reports failed to file
reports required by Section 16(a) of the Exchange Act or failed to file such
reports in a timely manner.
LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings, other than ordinary routine
litigation incidental to the business of UNB Corp., the United National Bank &
Trust Co., or any other subsidiaries, to which the Corporation, the Bank, or any
other subsidiaries are a party. There are no pending legal proceedings to which
any director, officer, affiliate of the Corporation, any owner of record, or
beneficiary of more than five percent (5%) of the common stock of the
Corporation, or any associate of any such director, officer, affiliate of the
Corporation, or security holder is a party adverse to the Corporation or any of
its subsidiaries or has an interest adverse to that of the Corporation or any of
its subsidiaries.
<PAGE> 16
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
Crowe, Chizek and Company, Certified Public Accountants, served as
independent public accountants for the purposes of auditing the Corporation's
Annual Consolidated Financial Statements and for the preparation of consolidated
tax returns for the fiscal year ended December 31, 1998. The appointment of
independent public accountants is approved annually by the Board of Directors.
The decision of the Board of Directors is based on the recommendation of the
Audit Committee. In making its recommendation, the Audit Committee reviewed both
the audit scope and estimated fees for professional services for the coming
year. On January 14, 1999, the Board of Directors authorized the engagement of
Crowe, Chizek and Company as independent public accountants for the year 1999.
One or more representatives of Crowe, Chizek and Company will attend the
Annual Meeting and will have the opportunity to make a statement if they so
desire. They will also be available to respond to appropriate questions.
SHAREHOLDERS' PROPOSALS
-----------------------
Proposals of Shareholders which are to be presented at the 2000 Annual
Meeting of Shareholders of the Corporation must be received by the Corporation
no later than October 21, 1999, for inclusion in the Corporation's proxy
statement and form of proxy relating to such meeting. Proposals should be sent
by certified mail, return receipt requested, to Robert M. Sweeney, Secretary,
UNB Corp., P.O. Box 24190, Canton, Ohio, 44701.
OTHER BUSINESS
--------------
Management, at present, knows of no other business to be brought before the
meeting. If any other business is presented at such meeting, the proxy will be
voted in accordance with the recommendations of the Board of Directors.
By order of the Board of Directors,
/s/ Robert M. Sweeney
Canton, Ohio ROBERT M. SWEENEY
February 19, 1999 Secretary
-----------------------------------
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO
ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY.
<PAGE> 17
UNB CORP.
UNITED BANK PLAZA, 220 MARKET AVENUE SOUTH, CANTON, OHIO 44702
The undersigned hereby appoints Robert L. Hammond, Todd S. Bundy, and
George N. Swallow, or any one of them (with full power to act alone), my true
and lawful attorney(s) for me and in my name, place and stead, to vote all
shares of Common Stock of UNB Corp. which the undersigned is entitled to vote at
the Annual Meeting of Shareholders to be held on April 20, 1999, or at any
adjournments thereof, with all the powers the undersigned would possess if
personally present as follows:
1. Election of Directors.
FOR all nominees listed WITHHOLD AUTHORITY to vote for
---- below. (Except as ---- all nominees listed below.
directed to the contrary
below)
E. Lang D'Atri; Robert L. Mang; Roger L. Mann; Marc L. Schneider
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below:
- --------------------------------------------------------------------------------
2. To vote, in their discretion, upon such other business as may properly come
before the meeting.
(Continued, and to be signed and dated on other side)
<PAGE> 18
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER(S). IF NO INSTRUCTION IS INDICATED, AUTHORITY IS
GRANTED TO VOTE "FOR" ALL THE NOMINEES LISTED ABOVE WITH RESPECT TO THE ELECTION
OF DIRECTORS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND
MAY BE REVOKED PRIOR TO EXERCISE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ALL THE NOMINEES LISTED ABOVE.
Please sign exactly as name(s) appears below.
Dated
Sign Here , 1999
-------------------- -------
Dated
Sign Here , 1999
-------------------- -------
When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the
president or other authorized officer. If a partnership,
please sign in the partnership name by an authorized person.
PLEASE SIGN, DATE, AND RETURN IMMEDIATELY USING THE
ENCLOSED ENVELOPE.
