SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934 (Amendment No. NA)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11 (c0 or Rule 14a-12
CAMDEN NATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
SUSAN M. WESTFALL
(Name of Person Filing Proxy Statement)
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 O-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 O-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:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-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>
CAMDEN NATIONAL CORPORATION
Two Elm Street
Camden, Maine 04843
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of
Shareholders of Camden National Corporation (the "Company") to be
held on the 5th day of May, 1998, at 3:30 p.m., local time, at the
Operations Center, Fox Ridge Office Park, Route One, Rockport, Maine
04856. Your Notice of Annual Meeting, Proxy Statement and Proxy Form
are enclosed, as is the Company's 1997 Annual report.
At the Annual Meeting, you will be asked to elect four (4)
directors to the Board. In addition, you will be asked to ratify the
appointment of Berry, Dunn, McNeil & Parker as the Company's
independent public accountant for 1998.
The Board of Directors recommends that you vote "FOR" the
nominees to the Board of Directors listed in the Proxy Statement and
"FOR" appointment of Berry, Dunn, McNeil & Parker.
Your vote is extremely important. Therefore, whether or not you
plan to attend the Annual Meeting in person, we ask that you return
your completed Proxy, using the envelope provided, as soon as
possible and in any case no later than 5:00 p.m. on May 4, 1998.
As always, your continued support is greatly appreciated.
Sincerely,
David H. Montgomery
Chairman of the Board
Keith C. Patten
President and Chief Executive Officer
Date: April 6, 1998
<PAGE>
CAMDEN NATIONAL CORPORATION
Notice of Annual Meeting Of Shareholders
to be held May 5, 1998
To Our Shareholders:
Notice is hereby given that pursuant to the call of the Board of
Directors, the Annual Meeting of Shareholders of Camden National
Corporation will be held on May 5, 1998, at 3:30 p.m., local time, at
the Operations Center of Camden National Corporation, Fox Ridge
Office Park, Route One, Rockport, Maine 04856.
The purposes of the meeting are:
(1) To elect four (4) directors of the Company to serve a term
of three (3) years and until their respective successors shall
be elected and qualified.
(2) To ratify the selection of Berry, Dunn, McNeil & Parker as
the Company's independent public accountants for 1998.
(3) To transact such other business as may be properly
presented at the meeting.
The names of the Board of Directors' nominees to be directors of
the Company are set forth in the accompanying Proxy Statement.
Only shareholders of record at the close of business on March
27, 1998 will be entitled to vote at the meeting. To be sure that
your shares are represented at the meeting, you are urged to vote,
sign, date and promptly return the enclosed Proxy in the envelope
provided. You may revoke your Proxy at any time prior to the time it
is voted.
By Order of the Board of Directors
Rendle A. Jones
Secretary
Date: April 6, 1998
IMPORTANT--PLEASE MAIL YOUR PROXY PROMPTLY. In order that there may
be proper representation at the meeting, you are urged to sign and
return the enclosed Proxy in the envelope provided as soon as
possible and no later than 5:00 p.m., May 4, 1998. Shares of Company
stock represented by Proxies which are returned unmarked will be
voted in favor of the director nominees, the ratification of
accountants, and, in the discretion of Management, upon such other
business as may properly be presented at the meeting.
<PAGE>
PROXY STATEMENT
Annual Meeting Of Shareholders
To Be Held May 5, 1998
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of Proxies by Management under the direction of the
Board of Directors of the Company for use at the Annual Meeting of
Shareholders of the Company to be held May 5, 1998. Only
shareholders of record as of March 27, 1998 will be entitled to
notice of, and to vote at, the Annual Meeting. Each share is
entitled to cast one vote for up to four (4) nominees to the Board of
Directors and to cast one vote on each of the other matters to be
voted on at the Annual Meeting. Cumulative voting is not permitted.
As of March 27, 1998, 2,270,210 shares of the Company's common stock,
no par value (sometimes herein referred to as "Company Stock") were
outstanding.
The cost of soliciting Proxies will be borne by the Company. In
addition to use of the mails, Proxies may be solicited personally or
by telephone or telegraph by directors and officers who will not be
specially compensated for such solicitation. The Company has engaged
American Stock Transfer and Trust Company (sometimes herein referred
to as (AST & T) as its transfer agent, to solicit Proxies held by
brokers and nominees. Brokerage firms and other custodians, nominees
and fiduciaries will be requested to forward these soliciting
materials to their principals and the Company will, upon request,
reimburse them for the reasonable expenses of doing so. The transfer
books of AST & T will remain open between the record date and meeting
date.
This Proxy Statement and enclosed Proxy were first mailed to the
Company's shareholders on or about April 6, 1998. Your Proxy is
important in helping to achieve good representation at the meeting.
Any shareholder giving a Proxy has the right to revoke it at any time
before it is exercised; therefore, execution of the Proxy will not in
any way affect the shareholder's right to attend the meeting in
person. Revocation may be made prior to the meeting by written
revocation or duly executed Proxy bearing a later date sent to the
Company, Attention: Rendle A. Jones, Secretary, Two Elm Street,
Camden, Maine 04843; or a Proxy may be revoked personally at the
Annual Meeting by written notice to the Secretary at the Annual
Meeting prior to the voting of the Proxy. In the absence of specific
instructions to the contrary, shares represented by properly executed
Proxies received by Management, including unmarked Proxies, will be
voted to elect the nominees to the Board described herein, and to
ratify the selection of Berry, Dunn, McNeil & Parker as the Company's
independent public accountants for 1998.
The holders of a majority of the Company's outstanding shares of
common stock, present in person or by Proxy, are required for a
quorum at the meeting. The Company had 2,270,210 shares of common
stock outstanding on March 27, 1998, the record date for this
meeting. If a quorum is present at the meeting the simple majority
vote of shares voting is required for election of the four (4)
directors, and to ratify the selection of Berry, Dunn, McNeil &
Parker as the Company's independent public accountant for 1998.
PRINCIPAL SHAREHOLDERS
As of March 27, 1998, there were 2,270,210 shares of Company
Stock outstanding, held of record by shareholders. Only shareholders
of record as of March 27, 1998 shall be entitled to vote at the
Annual Meeting and each share is entitled to one vote.
<PAGE>
The following table sets forth information with respect to the
beneficial ownership of Company Stock as of March 27, 1998, by (i)
each person known by the Company to own beneficially more than five
(5) percent of the Company's outstanding stock, (ii) each current
director of the Company and nominees for positions on the Board,
(iii) the named executive officers (defined below), and (iv) all
executive officers and directors of the Company as a group. Except
as otherwise indicated below, each of the directors, executive
officers and shareholders owning more than five (5) percent of
Company Stock has sole voting and investment power with respect to
all shares of stock beneficially owned by him as set forth opposite
his name.
<TABLE>
Percentage of
Number of Shares
5% or Greater Shareholders: Shares Held Outstanding
- -------------------------- ----------- -------------
<S> <C> <C>
Kenneth C. & Prudence G. Dickey 248,717 (1) 11.0
13 Curtis Avenue
Camden, ME 04843
Gilbert C. Harmon 138,820 (2) 6.1
P.O. Box 190
Camden, ME 04843
Directors and Nominees:
Peter T. Allen 3,150 (3) *
Ann W. Bresnahan 7,980 (4) *
Royce M. Cross 2,594 *
Robert W. Daigle 10,658 (5) *
Kenneth C. Dickey (6) 248,717 (1) 11.0
Robert J. Gagnon 676 *
John W. Holmes 7,470 *
Rendle A. Jones 16,283 *
John S. McCormick, Jr. 6,000 *
David H. Montgomery 60,736 2.7
Keith C. Patten 103,402 (7) 4.4
Richard N. Simoneau 7,080 *
Arthur E. Strout 14,750 *
Officers and Directors as a Group: 522,914 (8) 22.2
</TABLE>
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</PAGE>
<PAGE>
- -------------------------------------------------------
* Less than one (1) percent.
(1) Includes 248,717 shares over which voting and dispositive power are
shared with spouse.
(2) Includes 10,060 shares over which voting and dispositive power are
shared with spouse.
(3) Includes 150 shares over which voting and dispositive power are shared
with spouse.
(4) Includes 1980 shares over which voting and dispositive power are shared
with spouse.
(5) Includes 10,000 shares underlying stock options exercisable within 60
days.
(6) Retired from Board of Directors December 31, 1997.
(7) Includes 5,760 shares over which voting and dispositive power are shared
with spouse; and 60,000 shares underlying stock options exercisable
within 60 days.
(8) Shared voting and/or dispositive power over some or all shares; includes
shares underlying stock options exercisable within 60 days.
PROPOSAL 1 - ELECTION OF DIRECTORS
Directors and Executive Officers
Four (4) directors have been nominated for election to the Board
of Directors to serve until the 2001 Annual Meeting of Shareholders,
or until their successors are duly elected and qualified. The
proxies will be voted, unless authority to do so is withheld, in
favor of the four (4) nominees recommended by the Board. Management
recommends voting "For" each person named below.
Following is a list of the nominees for the Board of Directors,
including age (as of December 31, 1997) and current positions held
with the Company and its subsidiaries: Camden National Bank (CNB),
United Bank (UB), and Trust Company of Maine, Inc. (TCOM).
<TABLE>
Position Current Term of Positions with
Nominees: Age with Company Directorship Subsidiaries
- -------- --- ------------ --------------- --------------
<S> <C> <C> <C> <C>
Peter T. Allen 62 Director 1998 Director, CNB
Robert J. Gagnon 50 Director 1998 Director, CNB
John S. McCormick, Jr. 66 Director 1998 Director, CNB
Richard N. Simoneau 61 Director 1998 Director, CNB
Director, TCOM
</TABLE>
The Board of Directors recommends a vote "FOR" each of the four
(4) nominees for positions on the Board.
-3-
</PAGE>
<PAGE>
Following is a list of directors not currently nominated for
election to the Board of Directors, executive officers, and key
employees including age (as of December 31, 1997) and current
positions with the Company and/or its subsidiaries: CNB, UB, and
TCOM.
<TABLE>
Other Directors Position Term of Positions with
and Officers Age with Company Directorship Subsidiaries
- --------------- --- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Ann W. Bresnahan 46 Director 2000 Director, CNB
Royce M. Cross 46 Director 1999 Director & Chairman, UB
Robert W. Daigle 48 Director 2000 President & CEO, CNB
Director, CNB
Director, TCOM
Kenneth C. Dickey 72 Director & retired -----
Vice Chairman
John W. Holmes 52 Director 1999 Director, CNB
Rendle A. Jones 55 Director & 2000 Director & Secretary, CNB
Secretary Director, UB
David H. Montgomery 69 Director & 1999 Director, CNB
Chairman Director, UB
Keith C. Patten 58 Director 1999 Director & Chairman, CNB
President & CEO Director, UB
Arthur E. Strout 62 Director 2000 Director, CNB
Andrew P. Averill* 54 ----- Chairman & CEO, TCOM
Director, TCOM
Bruce D. Bartlett 51 ----- President & CEO, UB
Director, UB
Director, TCOM
Joanne T. Campbell 35 ----- Vice President, CNB
Stephen D. Dailey 48 Vice President -----
Paul R. Flynn* 36 ----- Vice President, UB
Shirley B. Kile* 49 ----- Director & Treasurer, TCOM
James M. Kimball* 48 ----- Vice President, UB
Michael A. McAvoy 51 ----- Vice President, CNB
R. Paul Pasquine* 50 ----- President & COO, TCOM
Director, TCOM
</TABLE>
-4-
</PAGE>
<PAGE>
<TABLE>
Other Directors Position Term of Positions with
and Officers Age with Company Directorship Subsidiaries
- --------------- --- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Jeffrey D. Smith 34 Vice President & COO ----
Stephen C. Staples 47 ----- Vice President, CNB
Susan M. Westfall 41 Vice President, Clerk, Vice President &
Treasurer & CFO Cashier
John P. (Jack) Williams 50 ----- Senior Vice
President, CNB
Charles A. Wootton 41 ----- Vice President, CNB
</TABLE>
* Key employee; not a director or executive officer
All directors of the Company serve 3-year terms. All of the
officers and key employees listed will hold office as elected by the
Board of Directors. There are no arrangements or understandings
between any of the directors, officers or key employees or any other
persons pursuant to which any of the above directors have been
selected as directors, or any of the above officers have been
selected as officers, or any of the above key employees have been
selected as key employees. There are no "family relationships" among
the above directors and officers, as that term is defined by the
Securities and Exchange Commission.
During the past five years, the business experience of each
executive officer, key employee, director, and nominee for director
is set forth below. None of the organizations in the descriptions
below except Camden National Bank, United Bank, and Trust Company of
Maine are affiliated with the Company.
David H. Montgomery. Mr. Montgomery is past Chairman of the
Allen Agency, an insurance brokerage, and is President of Allen
Agency Real Estate, a real estate brokerage. Mr. Montgomery has been
semi-retired since 1993. Mr. Montgomery has been a director of the
Company since 1984, and of Camden National Bank since 1966, and has
been Chairman of the Company since 1984. Mr. Montgomery has also
been a director of United Bank since 1996.
Kenneth C. Dickey. Mr. Dickey is the principal owner of Haskell
& Corthell Real Estate, and from 1959 to 1994 was the President and
owner of Haskell & Corthell, Inc., operator of a retail clothing
store. Mr. Dickey served as a director of the Company and Camden
National Bank from 1984 and 1970, respectively, until his retirement
from both companies effective December 31, 1997.
Keith C. Patten. Mr. Patten has been the President, Chief
Executive Officer and a director of the Company since 1984. He has
been a director of Camden National Bank since 1976, and was elected
the Board Chairman in 1996; at which time he stepped down as
President and CEO of Camden National Bank in order to focus on
management of the Company. Mr. Patten has also been a director of
United Bank since 1996.
Peter T. Allen. Mr. Allen is President and General Manager of
Cutting-Allen, Inc., a wholesale Christmas tree company. Mr. Allen
has also been a director of the Company and Camden National Bank
since 1991.
Ann W. Bresnahan. Ms. Bresnahan is a full-time volunteer and
civic leader. She has been a director of the Company and Camden
National Bank since 1990.
Royce M. Cross. Mr. Cross is President of Cross Insurance and
it's affiliated offices located throughout Maine. Employed in the
insurance business for 28 years, he has been President of Cross
Insurance for the past 15 years. Mr. Cross has been a director of
United Bank since 1991 and has served as Chairman of that bank since
1995. He was elected as a director of the Company in January 1998.
-5-
</PAGE>
<PAGE>
Robert J. Gagnon. Mr. Gagnon is Manager of the Rockland Super
Shop-n-Save, a position he has held for 15 years. Mr. Gagnon was
elected a director of the Company and Camden National Bank in 1996.
John W. Holmes. Mr. Holmes is President and majority owner of
Consumers Fuel Company, and has been a director of the Company and
Camden National Bank since 1989.
Rendle A. Jones. Mr. Jones is a partner in the law firm of
Harmon, Jones & Sanford. He is also a partner in the following
entities: Fuller, Jones & Stivers, financial advisors; Professional
Services Center, real estate rentals; Washington Street Associates,
real estate rentals; and Lincolnville Village Apartments, real estate
rentals. Mr. Jones is also general counsel to the Company, and has
been a director of the Company and Camden National Bank since 1988.
Mr. Jones has also been a director of United Bank since 1996.
John S. McCormick, Jr. Mr. McCormick is principal of
Consolidated Real Estate and Engineering, a professional
engineering/consulting firm. Mr. McCormick also has been a director
of the Company and Camden National Bank since 1984 and 1975,
respectively.
Richard N. Simoneau. Mr. Simoneau is a partner in Simoneau &
Norton, CPAs, and was a director of Associated Grocers of Maine from
1990 to 1993. Mr. Simoneau has been a director of the Company and
Camden National Bank since 1984 and 1978, respectively. Mr. Simoneau
has also been a director of Trust Company of Maine, Inc. since January 1998.
Arthur E. Strout. Mr. Strout is an attorney in the law firm of
Strout & Payson, P.A. He has also been a director of the Company and
Camden National Bank since 1984 and 1979, respectively.
Robert W. Daigle. Mr. Daigle has been a director of the Company
and Camden National Bank since 1996, after being named President and
Chief Executive Officer of Camden National Bank effective January 8, 1996.
Mr. Daigle has also been a director of Trust Company of Maine,
Inc. since 1996. From 1991 until that time he served Fleet Bank of
Maine as Regional President and Senior Bank Official overseeing
Maine's northern and eastern markets.
Bruce D. Bartlett. Mr. Bartlett served as a director of the
Company during 1996 and 1997, and stepped down as a director
effective December 31, 1997. Mr. Bartlett has also been a director
of United Bank since 1996. He has served as President and Chief
Executive Officer of United Bank since May 1989. Prior to joining
United Bank, Mr. Bartlett was President of Border Trust Company. Mr.
Bartlett has also been a director of Trust Company of Maine, Inc.
since its inception in 1994.
Andrew P. Averill. Mr. Averill has been Chairman and Chief
Executive Officer of Trust Company of Maine, Inc. since its inception
in 1994. In addition to a law degree, he has a 20 year background in
trust and employee benefit plan administration, and has extensive
experience in regulatory and legal issues related to employee benefit
plan products.
Joanne T. Campbell. Mrs. Campbell joined Camden National Bank
in March of 1996 as Vice President for the residential mortgage
lending area. She has over 15 years of mortgage and banking
experience having been with Fleet Mortgage Group and Salem Five
Mortgage Corp previous to joining the bank.
Steven D. Dailey. Mr. Dailey has been Vice President of Data
Processing for the Company since 1996. Prior to that, he had been
Vice President of Operations at Camden National Bank since 1985.
Paul R. Flynn. Mr. Flynn joined United Bank in April of 1997 as
Vice President & Branch Administrator. He has 14 years of banking
experience and was with Fleet Bank of Maine as Vice President and
District Manager prior to joining the bank.
Shirley B. Kile. Mrs. Kile serves as Treasurer of Trust Company
of Maine, Inc. and President of Fiduciary Services Inc., a subsidiary
of the Trust Company which provides administration for employee
benefit plans. She has over 15 years experience in the employee
benefits field.
-6-
</PAGE>
<PAGE>
James M. Kimball. Mr. Kimball has been Vice President and Senior
Loan Officer of United Bank since 1994. He joined the bank in
November 1992 as Vice President and Commercial Loan Manager with over
20 years experience in various lending capacities.
Michael A. McAvoy. Mr. McAvoy has been Vice President and Senior
Loan Officer of Camden National Bank since 1994. He was Senior Vice
President and Senior Loan Officer of Island National Bank and Trust
Company, Palm Beach, Florida, from 1992 until 1994 and Senior Vice
President and Senior Loan Officer of Flagler National Bank, West Palm
Beach, Florida, from 1985 to 1992.
R. Paul Pasquine. Mr. Pasquine has been President and Chief
Operating Officer of Trust Company of Maine, Inc. since its inception
in 1994. He has over 15 years of management experience in trust and
employee benefit plan administration.
Jeffrey D. Smith. Mr. Smith has been Vice President and Chief
Operations Officer for the Company since 1997. From 1986 until
joining the Company he held various positions with Key Bank, most
recently as Vice President and Manager of Retail Services.
Stephen C. Staples. Mr. Staples joined Camden National Bank in
1983, serving in various capacities. He was promoted to Vice
President in 1995.
Susan M. Westfall. Mrs. Westfall has been Treasurer and Chief
Financial Officer of the Company since 1996. During 1997 her
responsibilities were expanded to include those of Clerk. She has
been with Camden National Bank since 1979, and was promoted to Vice
President in 1991. During 1997 her responsibilities were expanded to
include those of Cashier, Investment, and Trust Officer.
John P. (Jack) Williams. Mr. Williams has been with Camden
National Bank since 1982, and has been Senior Vice President of
Camden National Bank since 1994. His primary area of business is
commercial lending and administration.
Charles A. Wootton. Mr. Wootton has been Vice President and
Branch Administration Officer of Camden National Bank since 1996.
Since joining the bank in 1981, he has held several positions and was
promoted to Vice President in 1994.
There are no material proceedings to which any director, officer
or affiliate of the Company, any owner of record or beneficially of
more than five (5) percent of Company Stock, or any associate of any
such person is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any
of its subsidiaries.
The Board of Directors of the Company held twenty-four (24)
regular meetings, one (1) special meeting, and one (1) annual
meeting during 1997. Each director attended at least 75% of the
aggregate of meetings of the Company's Board of Directors and
meetings of committees thereof on which such director served.
All of the directors of the Company also serve as directors of
Camden National Bank, with the exception of Mr. Cross, who serves as
a director of United Bank. The Company's Board of Directors has
standing Audit, Executive, Capital, Development, Retirement Plan
Administration, Personnel and Compensation, and Nominating
committees. The members of the Audit Committee are Peter T. Allen,
Chairman, Ann W. Bresnahan, Robert J. Gagnon, John W. Holmes, David
H. Montgomery, and Richard N. Simoneau. The committee met four (4)
times during 1997. The Audit Committee receives and reviews reports
on examinations and accounting audits of the Company, and works to
ensure the adequacy of operating practices, procedures and controls.
The Company's Personnel and Compensation Committee (the
"Compensation Committee") met once during 1997 and consisted of
Kenneth C. Dickey, Chairman, Robert J. Gagnon, David H. Montgomery,
Richard N. Simoneau, and nonvoting members Keith C. Patten and June
B. Parent. None of the members of the committee serves on a similar
committee for any other company besides subsidiaries of the Company.
The function of the committee is to oversee personnel relations,
salary administration, training programs, officer selection,
management succession and fringe benefits.
-7-
</PAGE>
<PAGE>
The Nominating Committee, which met once in 1997, consisted of
E. Maynard Graffam Jr., Chairman, Kenneth C. Dickey, Rendle A. Jones,
John S. McCormick, David H. Montgomery, Keith C. Patten, and Arthur
E. Strout. The function of the Nominating Committee is to nominate
individuals for election to the Board of Directors, to nominate
individuals for the positions of Chairman and Vice Chairman of the
Company, and to nominate individuals to serve as executive officers
of the Company and its subsidiaries.
Nominations for election to the Company's Board of Directors may
be made by any shareholder of the Company. Such nominations must be
made in writing and delivered or mailed to the Company President
within seven (7) days after this Proxy Statement is mailed to
shareholders. Nominations must contain the following information, to
the extent known to the person making the nomination: (a) the name
and address of each proposed nominee; (b) the principal occupation of
each proposed nominee; (c) the total number of shares of Company
Stock that will be voted for each proposed nominee; (d) the name and
residence address of the nominating shareholder; and (e) the number
of shares of Company Stock owned by the nominating shareholder. The
Chairperson presiding at the Annual Meeting of Shareholders may
disregard any nominations not made in accordance herewith, and may
instruct vote tellers to disregard all votes cast for each such
nominee.
Executive Compensation
- ----------------------
Compensation of Certain Executive Officers
The following Table sets forth the various elements of
compensation paid to the Named Executive Officers, who are Keith C.
Patten, President and Chief Executive Officer of the Company, Robert
W. Daigle, President and Chief Executive Officer of Camden National
Bank, and Bruce D. Bartlett, President and Chief Executive Officer of
United Bank. Named Executive Officers are the CEO of the Company and
those other officers of the Company or its subsidiaries who were paid
at least $100,000 in compensation in 1997. The Table shows
compensation for services rendered for the year ended December 31,
1997, and the previous two years.
<TABLE>
Summary Compensation Table
--------------------------
Long-Term
Compensation
Annual Compensation Awards
-----------------------------------------
Other Annual
Name Year Salary(1) Bonus (2) Compensation (3) Options (#)
- ---- ---- ------ ----- ------------ -------
<S> <C> <C> <C> <C> <C>
Keith C. Patten
President and Chief 1997 $ 272,668 $ 30,593 $ 15,785 0
Executive Officer of 1996 232,290 47,884 14,417 0
the Company 1995 221,146 41,953 15,261 0
Robert W. Daigle
President and Chief 1997 150,000 16,980 13,661 0
Executive Officer of 1996 135,000 42,981 10,812 10,000
Camden National Bank 1995 n/a n/a n/a n/a
Bruce D. Bartlett
President and Chief 1997 95,000 14,966 14,415 0
Executive Officer of 1996 90,000 1,731 10,763 750
United Bank 1995 90,000 13,500 8,729(3) 851
</TABLE>
-8-
</PAGE>
<PAGE>
(1) Includes salaries deferred by contributions to the Company's
401(k) Plan. The 401(k) Plan is available to all regular employees of the
Company, who are at least 21 years old and have completed at least one year
of eligible service. The Named Executive Officers were allowed to
contribute up to 15% of their respective salaries to the 401(k) Plan not
exceeding the IRS limitation ($9,500 each in 1997).
(2) Bonuses are listed in the year earned and normally accrued,
although such bonuses may be paid in the following year. Also includes
deferred bonuses.
(3) Amounts shown include premiums paid on insurance policies,
director fees, and personal use of employer provided vehicles
and contributions by the Company, Camden National Bank, or United
Bank to the respective accounts of each of the Named Executive Officers in
the 401(k) Plan. The Company, Camden National Bank and United Bank
contributed to the Company's 401(k) Plan a matching amount equal to 25% of
the first 4% of salary deferred by Named Executives, up to the limit
specified in Code Section 401(a)(17) during 1997. Prior to the
standardization of the Company's 401 (k) Plans, July 1, 1996, United Bank
contributed to the United Bank 401(k) Plan a matching amount equal to 100%
of the first 5% of salary deferred by Mr. Bartlett during 1995, and the first
six months of 1996. Prior to January 1, 1996 United Bank did not have a
Defined Benefit Retirement Plan, therefore, a greater match on the 401 (k)
Plan had existed. The amounts accumulating in the accounts under the 401(k)
Plans are invested as directed by the Named Executive Officers in one of
several investment choices. Participants in the Company's 401(k) Plan are
immediately vested in the employer contributions to their accounts in the
401(k) Plan.
(4) Includes discount on shares purchased pursuant to exercise of
stock options.
Stock Options and Similar Awards
Mr. Patten has been granted an option to purchase shares of
Company Stock pursuant to the Camden National Corporation 1993 Stock
Option Plan (the "1993 Plan"). The price at which Mr. Patten may
purchase shares of Company Stock (the "Exercise Price") pursuant to
the 1993 Plan is $17.50 per share, which was the fair market value of
the Company Stock at the time the options were granted in 1993. Mr.
Daigle and Mr. Bartlett were also granted options to purchase shares
of Company Stock pursuant to the 1996 amendment to the 1993 Plan.
The price at which Mr. Daigle and Mr. Bartlett may purchase shares of
Company Stock (the "Exercise Price") pursuant to the amended 1993
Plan is $37.00 per share, which was the market value of the Company
Stock at the time the options were granted in 1996. Prior to the
merger of UnitedCorp, the bank holding company previously owning
United Bank granted Mr. Bartlett options to purchase shares of
UnitedCorp stock. The Company assumed the options in the merger, and
the options were converted into options to purchase shares of Company
Stock in the same proportion that shares of UnitedCorp stock were
converted into shares of Company Stock in the merger. The Exercise
price for Mr. Bartlett ranged between $14.50 and $18.25 per share of
Company Stock. Mr. Bartlett exercised all of his options during
1997. For each Named Executive Officer, the value of an option is
the current fair market value per share of Company Stock, minus the
applicable Exercise Price, times the number of shares that may be
purchased under the option. There were no options granted during
1997.
<TABLE>
Option Exercises by the Named Executive Officers During 1997
------------------------------------------------------------
Value of
Unexercised Unexercised in-the-Money
Shares Options / SARs Options / SARs Shares(2)
Acquired On Value
Exercise Realized(1) Exercisable Unexer- Exercisable Unexer-
Name cisable cisable
- ---- ---------- -------- ----------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Keith C. Patten 0 $ 0 60,000 0 $ 2,445,000 $ 0
Robert W. Daigle 0 0 10,000 0 212,500 0
Bruce D. Bartlett 5,000 199,413 0 0 0 0
</TABLE>
(1) The "value realized" represents the difference between the base
(or exercise) price of the option shares and the market price of the option
shares on the date the option was exercised. The value realized was
determined without considering any taxes which may have been owed.
-9-
</PAGE>
<PAGE>
(2) Assumes market price of $58.25 per share, the which was the
closing price of a share of common stock reported for the American Stock
Exchange on December 31, 1997.
Retirement Plans
Mr. Patten, Mr. Daigle, and Mr. Bartlett are beneficiaries of
the defined-benefit plan provided by the Company, the Camden
National Corporaton Defined Benefit Retirement Plan (the "Defined
Benefit Plan"), which is available to all regular employees who are
at least 21 years of age and have completed at least one year of
eligible service. In addition, Mr. Patten, Mr. Daigle and Mr.
Bartlett are also beneficiaries of a Supplemental Executive
Retirement Program (the "SERP").
Participants in the Defined Benefit Plan receive upon
retirement payment(s) based on years of service (up to 25 years)
times a percentage of the participant's covered annual compensation
during the five consecutive years out of the last ten years before
retirement in which the participant's compensation was highest.
Participants in the SERP receive upon retirement a 15-year annuity
based on years of service (up to 25 years) times a percentage of the
participant's average salary and bonus for the 36 months of
employment by the Company during which the participant's compensation
was highest, reduced by the following amounts: 50% of the
participant's projected Primary Social Security benefits; the
participant's benefits under the Defined Benefit Plan; the portion of
the participant's benefits under the 401(k) Plan arising from
employer contributions; and the participant's benefits under any
other incentive or retirement plan that may be instituted by the
Company or its subsidiaries, excluding stock options and the
incentive bonus plan.
The following Tables illustrate the estimated annual retirement
benefits payable to Mr. Patten, Mr. Daigle, and Mr. Bartlett under
the two plans, at age 62 and age 65.
<TABLE>
Pension Plan and SERP Table for Named Executive Officers
---------------------------------------------------------
Mr. Patten Mr. Daigle Mr. Bartlett
---------- ---------- ------------
Retirement at age 62: October 1, 2001 July 1, 2011 October 1, 2008
<S> <C> <C> <C>
Annual earnings at retirement $ 378,000 $ 347,000 $184,000
Annual Benefit:
Pension Plan $ 55,500 $ 51,600 $ 27,600
SERP 165,400 88,000 34,200
--------- -------- -------
Total $ 220,900 $ 139,600 $ 61,800
Retirement at age 65: October 1, 2004 July 1, 2014 October 1, 2011
Annual earnings at retirement $ 450,000 $ 413,000 $219,000
Annual Benefit:
Pension Plan $ 78,800 $ 87,400 $ 52,000
SERP 183,300 105,500 36,200
--------- --------- --------
Total $ 262,100 $ 192,900 $ 88,200
</TABLE>
- ---------------------------------------------------------------------------
Assumptions - Annual earnings assumed to increase 6% per year from 1997 to
assumed retirement date.
Maximum compensation under defined benefit plan - $160,000 for 1997 and
future years assumed to increase, based on $10,000 increments, at
annual rate of 4% per year.
-10-
</PAGE>
<PAGE>
The estimated retirement benefits shown in the above Tables are
computed on a life-only annuity basis. Compensation is included in
the earnings base for the purpose of calculating total retirement
benefits as shown, which base is equal to the five-year final average
salary including bonus. As of December 31, 1997, the credited years
of service under all retirement plans were twenty-one years for Mr.
Patten, one year for Mr. Daigle, and eight years for Mr. Bartlett.
Change of Control Agreements
The SERP provides that in the event the Company is merged with
another company and the other company survives the merger, and Mr.
Patten, Mr. Daigle and Mr. Bartlett are not made officers of the
surviving company and the surviving company does not assume the
Company's obligations under the SERP, the Board of Directors may
authorize a payment to Named Executive Officers in an amount to be
determined in the discretion of the Board of Directors.
Upon joining CNB in January 1996, the bank entered into an
agreement with Mr. Daigle whereby if, within the first three years of
his employment, a change of ownership occurs whereby an outside party
acquires majority stock control of the bank which would result in his
termination, the bank will pay as it falls due his salary through
January 1999.
Director Compensation
- ---------------------
Directors of the Company received $350 for attendance at each
regular meeting of the Board of Directors of the Company, and $100
for attendance at each meeting of a committee of the Board of
Directors of the Company during 1997. In addition, the Chairman of
the Board of the Company received a retainer of $200 per month, and
the Secretary to the Board of Directors received a retainer of $100
per meeting. No additional fees are paid for membership on or
attendance at meetings of the Boards of Directors of the Company or
any committees of the Board. Directors of Camden National Bank did
not receive compensation for their participation on the bank's Board
of Directors, but did receive $100 for attendance at each meeting of
a committee of the Board of Directors of Camden National Bank.
Outside directors of United Bank receive $150 for attendance at each
regular meeting of the Board of Directors of United Bank, and $80 for
attendance at each meeting of a committee of the Board of Directors
of United Bank. In addition, the Chairman of the Board of United
Bank receives a retainer of $750 per year.
There were 24 regular, one special, and one annual meeting of
the Board of Directors of the Company during 1997. The aggregate
amount of fees paid to directors of the Company and its subsidiaries
during 1997 for Board of Directors meetings was $143,100.
Director compensation is paid monthly to those directors who do
not defer their compensation. Any director of the Company may defer
up to 100% of their fees and retainer in any calendar year. If a
director elects to defer their compensation, the Company
automatically credits the amounts deferred to interest-earning
accounts for each of the respective directors. Deferred director's
fees are paid to participants in a deferral plan, or their designated
beneficiaries, upon their termination as directors.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The Compensation Committee consisted of Kenneth C. Dickey,
Chairman, Robert J. Gagnon, David H. Montgomery and Richard N.
Simoneau, and nonvoting members Keith C. Patten and June B. Parent.
Many members of the Compensation Committee and their affiliates and
families are borrowers from the Company's subsidiaries. All loans
and credit commitments to such persons were made in the ordinary
course of business and were on substantially the same terms,
including interest rates and collateral, as those prevailing at the
time for comparable transactions with unaffiliated persons, and did
not involve more than the normal risk of collectibility or present
other unfavorable features to the Company's subsidiaries.
-11-
</PAGE>
<PAGE>
Certain Relationships and Related Transactions
- ----------------------------------------------
Extensions of Credit and Credit Commitments
Many of the Directors, Executive Officers and significant
shareholders of the Company, members of their immediate families, and
corporations and other organizations of which they are affiliates,
are borrowers from the Company's subsidiaries. All loans and credit
commitments to such persons were made in the ordinary course of
business and were on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated persons, and did not involve more than
the normal risk of collectibility or present other unfavorable
features to the Company's subsidiaries.
Other Relationships and Transactions
Rendle A. Jones is a partner in the law firm of Harmon, Jones &
Sanford, which performed legal services for the Company during 1997.
The fees paid by the Company to the law firm totaled less than 5% of
the law firm's gross revenues during 1997. Also, Arthur E. Strout is
a partner in the law firm of Strout & Payson, P.A., which performed
legal services for the Company during 1997. The fees paid by the
Company to the law firm totaled less that 5% of the law firm's gross
revenues during 1997.
In August 1997, the Company purchased the residence of Jeffrey
Smith. Mr. Smith is the Chief Operations Officer of the Company.
The residence, located in Belgrade, Maine, was independently
appraised at $89,000 in June 1997 by Hupper Appraisal Service, and
was purchased by the Company at that appraised value. The Company
purchase was made to enable Mr. Smith to relocate closer to the
Company's service center, allowing him to focus on his new position
without dealing with a substantial daily commute.
Personnel & Compensation Committee Report
- -----------------------------------------
The performance of the Company has a direct bearing on executive
compensation for any given year. When the performance of the Company
meets or exceeds its budgetary expectations, compensation is expected
to be more generous than in years when the budgetary expectations
have not been met. The Compensation Committee remains aware that
compensation must not be set at a level that will inhibit the
Company's competitiveness in its market areas. Nevertheless, level
of compensation is also guided in large part by the Company's need to
attract and retain capable executives who can make a major
contribution to the Company's success. The Compensation Committee
has regularly reviewed compensation surveys comparing the Company's
subsidiary banks with other banks in the State of Maine and with
other banks nationally in the Company's subsidiary banks' size
grouping.
Compensation Program Components
Compensation is based on two primary components: base salary
and a performance-based incentive compensation program. Base
salary is intended to adequately reward officers and employees for
capable performance within their respective job descriptions,
consistent with keeping the Company competitive within its industry
and market areas. The performance-based compensation program is
designed to create an environment where employees take a more
personal interest in the performance of the Company and are rewarded
for balancing profit with growth and quality with productivity. The
following Executive Officers and key employees also participate in a
deferred compensation plan: Mr. Averill, Mr. Bartlett, Mrs.
Campbell, Mr. Daigle, Mr. Dailey, Mrs. Kile, Mr. Kimball, Mr. McAvoy,
Mr. Pasquine, Mr. Patten, Mr. Staples, Mrs. Westfall, Mr. Williams,
and Mr. Wootton. The Compensation Committee considers that the
levels of executive pay are both reasonable and necessary to remain
competitive in the market.
Performance Measures
There are several performance measures used in evaluating the
compensation of executive officers. In addition to the use of state
and national banking surveys, the specific performance of the
executive officer is considered. There is for each Executive
-12-
</PAGE>
<PAGE>
Officer, an annual performance evaluation conducted by an individual
in the next level of management, and the Compensation Committee
reviews the performance of the Chief Executive Officer of the
Company. The performance of the Company as a whole and the financial
plan for the ensuing year in particular are guiding factors in
establishing the levels of compensation. However, the general
factors of the business climate, the performance of the Company and
the evaluation of the Executive Officer being considered are all
factors being reviewed in determining executive compensation. It is
a central aim of the Compensation Committee to ensure that each
Executive Officer is justly compensated for his or her contribution,
knowing that the contribution directly affects the Company and the
Stockholders.
Stock Option Plan
An additional component of compensation for key employees is the
award of options to purchase shares of Company Stock at fixed prices.
The 1993 Stock Option Plan is based on performance in that the
options only have value if the market value of Company Stock
increases. Pursuant to the 1993 Stock Option Plan, as amended, the
Company awarded options to the following executive officers: Mr.
Bartlett, Mrs. Campbell, Mr. Daigle, Mr. Dailey, Mr. Flynn, Mr.
Kimball, Mr. McAvoy, Mr. Smith, Mr. Staples, Mrs. Westfall, Mr.
Williams, and Mr. Wootton. Mr. Patten was awarded options under the
1993 Stock Option Plan.
Compensation of the Chief Executive Officer
The Compensation Committee annually reviews the Chief Executive
Officer's existing compensation arrangements, the performance of the
Company and the Chief Executive Officer, and the compensation of
chief executive officers in similar companies of comparable size.
The Chief Executive Officer's compensation is divided into three
basic categories: salary and deferred compensation, performance-
based incentive compensation, and director's fees.
In past years the salary of the Chief Executive Officer has been
increased based upon performance of the Company in the previous year.
The salary level selected must be within the salary range for Chief
Executive Officers in other similar companies of comparable size.
Thus, the Personnel Department conducts a study of the salary ranges
of Chief Executive Officers in other similar companies of comparable
size as shown by published compensation surveys, and provides its
results to the Compensation Committee along with supporting data and
a suggested salary range for the year. The salary for the Chief
Executive Officer for 1997 was increased 14.6% over 1996, based on
the Company's substantial net profits for the 1996 fiscal year.
The second part of the Chief Executive Officer's compensation
program is based upon the performance-based incentive compensation
program which applies to all officers and employees. The 1997
performance-based incentive compensation program resulted in
additional compensation for the Chief Executive Officer of 11.2%.
The third portion of the compensation program is director's
fees, which are the same for all directors.
The total compensation package for the Chief Executive Officer is
competitive with the compensation programs provided by other similar
companies of comparable size. Moreover, the Compensation Committee believes
that it has set compensation at levels that reflect the Chief Executive
Officer's contribution towards the Company's success and achievement of
objectives. The foregoing report regarding compensation has been submitted
by the Company's Compensation Committee, including the following members:
Kenneth C. Dickey, Robert J. Gagnon, David H. Montgomery, Richard N.
Simomeau, June B. Parent (non-voting), and Keith C. Patten (non-voting).
Stock Performance
- -----------------
Federal regulations require that a graph be included in this
proxy statement to provide 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 annual
percentage change in the Company's cumulative total shareholder
return on its common stock for the period January 1, 1996 through
December 31, 1997. For purposes of comparison, the graph also
-13-
</PAGE>
<PAGE>
illustrates comparable shareholder return of NASDAQ banks as a group
as measured by the NASDAQ Banks Stock Index and of companies of
similar capitalization value as measured by the Russell 2000 Stock
Index. The graph assumes a $100 investment on January 1, 1996 in the
common stock of the Company, the NASDAQ banks as a group, and the
Russell 2000 companies as a group and measures the amount by which
the market value of each, assuming reinvestment of dividends, has
increased as of December 31, 1997.
[Line graph here with information described above. The graph
has three lines, one for each of the following: Camden National
Corporation, Russell 2000 Index and NASDAQ Bank Index. Each line
starts at $100.00 on January 1, 1996.
The following shows the position of each line at December 31, 1997:
Camden National Corporation line - $152.79
Russell 2000 Index line - $120.52
NASDAQ Bank Index line - $163.59
PROPOSAL 2 - RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Berry, Dunn, McNeil & Parker has served as the Company's
accountant since the Company's formation in 1985, and as Camden
National Bank's accountant since 1980. Berry, Dunn, McNeil & Parker
has been selected to continue to serve as the Company's accountant
for 1998. There have been no disagreements with Berry, Dunn, McNeil
& Parker on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure. At
the Annual Meeting, shareholders will be asked to ratify the
appointment of Berry, Dunn, McNeil & Parker as the Company's
accountant for the fiscal year ending December 31, 1998.
Representatives of Berry, Dunn, McNeil & Parker will be present at
the Annual Meeting with the opportunity to make a statement and to
respond to appropriate questions.
The Board of Directors recommends a vote "FOR" ratification of
the selection of Berry, Dunn, McNeil & Parker as the Company's
accountants for 1998.
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 SEC regulations to furnish the Company
with copies of these reports.
During the period January 1, 1997 through December 31, 1997, to
the Company's knowledge, Jeffrey D. Smith and Stephen C. Staples,
each an executive officer, failed through administrative error to
report timely upon their appointment as executive officers, which
has since been corrected; Bruce D. Bartlett, failed to timely report
one transaction involving the exercising of options, which has since
been corrected. To the Company's knowledge, all other filing
requirements were complied with on a timely basis.
-14-
</PAGE>
<PAGE>
FINANCIAL STATEMENTS
An annual report to shareholders, including consolidated
financial statements of the Company and its subsidiaries prepared in
conformity with generally accepted accounting principles, is being
distributed to all Company shareholders of record and is enclosed
herewith. The Company's Annual Report to the Securities and Exchange
Commission on Form 10-K may be obtained without charge upon written
request directed to Susan M. Westfall, Clerk, Two Elm Street, Camden,
Maine 04843.
SHAREHOLDERS' PROPOSALS
It is expected that the 1999 Annual Meeting of Shareholders of
the Company will be held on May 4, 1999. Any proposals intended to
be presented at the 1999 Annual Meeting must be received at the
Company's offices on or before December 4, 1998, in order to be
considered for inclusion in the Company's Proxy Statement and Proxy
Form relating to such meeting.
OTHER MATTERS
The Annual Meeting is called for the purposes set forth in this
notice. Management is not aware of any other matter that will come
before the meeting. However, if any other business should come
before the meeting, your Proxy, if signed and returned, will give to
the persons designated in it discretionary authority to vote
according to their best judgement. It is the intention of the
persons named in the Proxy to vote pursuant to the Proxy in
accordance with the recommendations of Management.
By Order of the Board of Directors
Rendle A. Jones
Secretary
Date: April 6, 1998
-15-
Ballot card is approximately 7 1/2 inches by 4 1/2 inches as has the
following information:
#### PROXY
CAMDEN NATIONAL CORPORATION
Solicited by the Board of Directors for the
Annual Meeting of Shareholders, May 5, 1998
The undersigned holder of common stock of Camden National Corporation, a
Maine Corporation (the "Company"), acknowledges receipt of a copy of the
Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement
dated April 6, 1998, and revoking any proxy heretofore given, hereby appoints
Charles C. Lowe, Thomas C. Jackson, and Jeffrey J. Weymouth, and each of
them, with full power to each of substitution as attorneys and proxies to
appear and vote all shares of common stock of the Company registered in the
name(s) of the undersigned and held by the undersigned of record as of March
27, 1998, at the Annual Meeting of Shareholders of the Company to be held at
the Operations Center, Route One, Fox Ridge Office Park, Rockport, Maine
04856 on May 5, 1998, at 3:30 p.m., and at any postponements and adjournments
thereof, upon the following items as set forth in the Notice of Annual
Meeting and Proxy Statement and to vote according to their discretion on all
other matters which may be properly presented for action at the meeting.
All properly executed proxies will be voted as indicated.
(Continue and to be signed on the reverse side)
Reverse side of ballot is as follows:
PROXY STATEMENT BALLOT
Ballot attached with envelope to be detached and mail in.
- ---------------------------------------------------------------------------
A [X] Please mark your votes as in this example.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
"FOR" THE FOLLOWING ITEMS:
FOR ALL nominees WITHHOLD AUTHORITY to
listed at right(except as vote for all nominees
marked to the contrary) listed at right FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(1) To elect as [ ] [ ] Nominees: (2) To ratify the selection
directors the Peter T. Allen of Berry, Dunn, McNeil &
nominees Robert J. Gagnon Parker as the Company's
listed at right. John S. McCormick, Jr. independent public
Richard N. Simoneau accountants for 1998.
[ ] [ ] [ ]
(3) In their discretion,
the proxy holders are
authorized to vote upon
such other business as
may be properly
presented at the
meeting or matters
incidental to the
conduct of the meeting.
THIS PROXY IS SOLICITED BY AND ON BEHALF
OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSALS 1, 2 AND 3. THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED AS
DIRECTED. IF NO DIRECTION IS MADE IT
WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
WHETHER OR NOT YOU PLAN TO ATTEND THIS
MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY BY USING
THE ENCLOSED POSTAGE-PAID ENVELOPE.
WE DO____DO NOT____EXPECT TO ATTEND THIS
MEETING
(Signature of Shareholder(s))_____________Witness my hand the__day of __1998
NOTE: (Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, give full title as such.
If a corporation, please affix corporate seal. If a partnership,
please sign in partnership name as authorized persons. If joint
tenants, each joint tenant should sign.)
