<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File Number 0-28190
CAMDEN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
MAINE 01-04132282
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2 ELM STREET
CAMDEN, MAINE 04843
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (207) 236-8821
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, without par value American Stock Exchange
(Title of Class) (Name of Exchange)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 29, 1999 is: Common Stock - $98,062,905
The number of shares of each of the registrant's classes of common stock, as of
December 31, 1998 is: Common Stock - 6,656,310.
================================================================================
<PAGE>
The undersigned Camden National Corporation ("Camden") hereby amends the
following items of its Annual Report on Form 10-K for the period ended December
31, 1998 as set forth in the pages attached hereto:
Part III, Item 10. DIRECTORS AND EXECUTIVE OFFICERS
Part III, Item 11. EXECUTIVE COMPENSATION
Part III, Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Part III, Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Following is a list of those persons who were members of the Board of
Directors or who were executive officers of Camden as of March 31, 1999,
including their age (at December 31, 1998) and their current positions with
Camden and/or its subsidiaries: Camden National Bank ("CNB"), United Bank
("UB")and Trust Company of Maine ("TCOM").
<TABLE>
<CAPTION>
Directors Position Term of Position(s) with
and Officers Age with Camden Directorship Subsidiaries
- ------------ --- ------------------------ ------------ ------------------------
<S> <C> <C> <C> <C>
Peter T. Allen.......... 63 Director 2001 Director, CNB
Ann W. Bresnahan........ 47 Director 2000 Director, CNB
Royce M. Cross........... 47 Director 1999 Director & Chairman, UB
Robert W. Daigle........ 49 Director 2000 President & CEO, CNB
Director, CNB
Director, TCOM
James C. Ebbert......... 50 -- -- Assistant to the
President, CNB
Robert J. Gagnon........ 51 Director 2000 Director, CNB
John W. Holmes ........ 53 Director 1999 Director, CNB
Rendle A. Jones......... 56 Director & Chairman 2000 Director & Secretary, CNB
Director, UB
John S. McCormick, Jr... 67 Director 2001 Director, CNB
June B. Parent.......... 36 Vice President Human -- --
Resources
Keith C. Patten......... 59 Director, President & 1999 Director & Chairman, CNB
Chief Executive Officer Director, UB
Richard N. Simoneau..... 62 Director 2001 Director, CNB
Director, TCOM
Jeffrey D. Smith........ 35 Vice President & Chief -- --
Operations Officer
Arthur E. Strout........ 63 Director & Secretary 2000 Director, CNB
Susan M. Westfall....... 42 Vice President, Clerk -- Vice President, Cashier,
Treasurer & Chief Investment & Trust
Financial Officer Officer, CNB
</TABLE>
All the executive officers listed above will hold office as elected by the
Board of Directors. There are no arrangements or understandings between any of
the directors, or officers 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, other than as described above. There are no
"family relationships" among the above directors and officers, as that term is
defined by the SEC.
The business experience of each executive officer and director for the past
five years 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 Camden.
Members of the Board of Directors.
Peter T. Allen. Mr. Allen has been a Director of Camden and Camden National
Bank since 1991. Mr. Allen is currently a private investor. From 1968 to 1998,
he was also the President and General Manager of Cutting-Allen, Inc., a
wholesale Christmas tree company.
Ann W. Bresnahan. Ms. Bresnahan has been a Director of Camden and Camden
National Bank since 1990. She has been a full-time volunteer and civic leader
since 1970.
Royce M. Cross. Mr. Cross has been a Director of Camden since 1998, and has
been a Director of United Bank since 1991, serving as its Chairman since 1995.
For the past 16 years, Mr. Cross has been the President of Cross Insurance and
its affiliated offices located throughout Maine.
Robert W. Daigle. Since the retirement of Mr. Patten in May 1999, Mr Daigle
has been the President and Chief Executive Officer of Camden. He has been a
Director of Camden and Camden National Bank since 1996, after being named
President and Chief
<PAGE>
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 1996, he served Fleet Bank of Maine as Regional President and Senior Bank
Official overseeing Maine's northern and eastern markets.
Robert J. Gagnon. Mr. Gagnon has been a Director of Camden and Camden
National Bank since 1996. Mr. Gagnon is also Manager of the Rockland Super
Shop-n-Save, a position he has held for sixteen years.
John W. Holmes. Mr. Holmes has been a Director of Camden and Camden National
Bank since 1989. Mr. Holmes is also the President and majority owner of
Consumers Fuel Company, a position he has held for 22 years.
Rendle A. Jones. Mr. Jones has been a Director of Camden and Camden National
Bank since 1988, and became Chairman of Camden in 1998 and Chairman of Camden
National Bank in 1999. Mr. Jones has also been a director of United Bank since
1996. Mr. Jones is also a partner in the law firm of Harmon, Jones & Sanford,
where he has worked since 1968. 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 Camden.
John S. McCormick, Jr. Mr. McCormick has been a Director of Camden and
Camden National Bank since 1984 and 1975, respectively. Mr. McCormick has also
been a principal of Consolidated Real Estate and Engineering, a professional
engineering/consulting firm, since 1969.
Keith C. Patten. Prior to retiring in May 1999, Mr. Patten had been the
President, Chief Executive Officer and a Director of Camden since 1984. He had
been a director of Camden National Bank since 1976, and was elected its Chairman
in 1996; at which time he stepped down as President and CEO of Camden National
Bank in order to focus on the management of the Company. Mr. Patten had also
been a director of United Bank since 1976.
Richard N. Simoneau. Mr. Simoneau has been a Director of Camden 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. Mr. Simoneau has
also been a partner of Simoneau, Norton, Masters & Alex, CPA, PA since 1999 and
was previously a partner in Simoneau & Norton, CPAs, P.A., from 1993 to 1998.
From 1990 to 1993, Mr. Simoneau was a Director of Associated Grocers of Maine.
Arthur E. Strout. Mr. Strout has been a Director of Camden and Camden
National Bank since 1984 and 1979, respectively. He is also an attorney in the
law firm of Strout & Payson, P.A., where he has worked since 1971.
Executive Officers.
James C. Ebbert. Mr. Ebbert joined Camden National Bank in October 1998 as
Assistant to the President. From 1990 to September 1998 he consulted in
corporate workouts, restructurings, crisis management and interim management.
Prior to joining Camden National Bank, he practiced with the firms of Allomet
Partners, Ltd. and Nachman, Hays & Associates, Inc. from January 1997 to
September 1998 and January 1995 to December 1996, respectively. Mr. Ebbert has
over 25 years of business and management experience.
June B. Parent. Mrs. Parent has been Vice President of Human Resources for
Camden since January 1999. Prior to that, she had been Personnel Manager for
Camden since July 1995 and prior to that Executive Assistant to the President &
Chief Executive Officer of United Bank from September 1992 to June 1995.
Jeffrey D. Smith. Mr. Smith has been Vice President and Chief Operations
Officer for Camden since February 1997. From January 1986 until joining Camden,
he held various positions with Key Bank, most recently as Vice President and
District Service Manager.
Susan M. Westfall. Mrs. Westfall has been Treasurer and Chief Financial
Officer of Camden since 1996. During 1997 her responsibilities were expanded to
include those of Clerk. She also 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.
For a summary of the business experience and biographical information for
Mr. Daigle, see "--Members of the Board of Directors" above.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires Camden's executive
officers and directors, and persons who own more than 10% of a registered class
of Camden's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the American Stock
Exchange. These persons are required by the regulations of the Securities and
Exchange Commission to furnish Camden with copies of all Section 16(a) forms
they file. To Camden's knowledge, based solely on a review of copies of such
reports and
<PAGE>
written representations that no other reports were required during the fiscal
year ended December 31, 1998, all transactions in Camden's securities that were
engaged in by Camden's executive officers and directors, and therefore required
to be disclosed pursuant to Section 16(a) of the Securities Exchange Act, were
timely reported.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth, for each of Camden's last three fiscal
years, the annual compensation awarded to Camden's chief executive officer and
the four most highly compensated executive officers who earned in excess of
$100,000 during the year-ended December 31, 1998 (the "named executive
officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
--------------------- ------------ All Other
Name Year Salary(1) Bonus(2) Options Compensation(3)
- ---- ---- ---------- --------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Keith C. Patten......... 1998 $ 325,183 $ 35,186 -- $ 623
President and Chief 1997 286,718 30,593 -- 595
Executive Officer of 1996 239,640 47,884 -- 600
Camden (retired May,
1999)
Robert W. Daigle........ 1998 $ 178,185 $ 20,113 -- 1,595
President and Chief 1997 158,400 16,980 -- 1,125
Executive Officer of 1996 142,000 42,981 30,000 --
Camden National Bank
</TABLE>
- --------
(1) Includes salaries deferred by contributions to Camden's 401(k) Plan. The
401(k) Plan is available to all regular employees of Camden 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
($10,000 each in 1998). The amounts in this column also include fees paid
for service as directors.
(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 for 1998 consist of the following: (i) Mr. Patten: $623
contribution to 401(k) Plan by Camden; and (ii) Mr. Daigle: $1,595
contribution to 401(k) Plan by Camden National Bank. Camden and Camden
National Bank contribute a matching amount equal to 25% of the first 4% of
salary deferred by named executive officers, up to the limit specified in
Code Section 401(a)(17) during 1998. The amounts accumulating in the
accounts under the 401(k) Plan are immediately vested in the employer
contributions to their accounts in the 401(k) Plan.
Option Exercises and Year-End Holdings
For each named executive officer, the value of an option is the current fair
market value per share of Camden common stock, minus the applicable exercise
price, times the number of shares that may be purchased under the option. There
were no options granted during the year-ended December 31, 1998.
Aggregated Option Exercises in Fiscal Year 1998 and
Fiscal Year-End 1998 Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-The-
Shares Underlying Unexercised Money Options At Fiscal
Acquired On Value Option at Fiscal Year-End Year-End
Name Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(2)
- ---- ----------- -------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Keith C. Patten............................. 0(3) $1,695,000 90,000/0(4) $1,320,300/$0
Robert W. Daigle............................ 0 0 30,000/0 245,100/$0
</TABLE>
- --------
(1) The "value realized" represents the difference between the base (or
exercise) price of the option shares for 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.
(2) Assumes market price of $20.50 per share, which was the closing price of a
share of Camden common stock reported or the American Stock Exchange on
December 31, 1998.
(3) On December 3, 1998, Mr. Patten exercised options to acquire 90,000 shares
of Camden common stock for cash.
<PAGE>
(4) On May 14, 1999, Mr. Patten exercised his remaining 90,000 options for
cash. As of the date of this Form 10K/A, Mr. Patten no longer holds any
options to acquire shares of Camden common stock.
Retirement Plans
Camden maintains a qualified noncontributory defined benefit pension plan
(the "Pension 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.
Mr. Patten, who retired in May, 1999, and Mr. Daigle are both beneficiaries of
the Pension Plan. Camden also maintains a nonqualified noncontributory defined
benefit supplemental executive retirement program (the "SERP") for certain
highly compensated employees, including Mr. Daigle.
Participants in the Pension Plan receive payment(s) upon retirement 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 the
highest. Participants in the SERP receive upon retirement a 15 year certain
life 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
Camden 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 Pension 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 Camden or its subsidiaries, excluding
stock options and the incentive bonus plan.
The following table illustrates annual retirement benefits payable from the
Pension Plan for a period of fifteen (15) years, assuming retirement in 1999 at
age 65, for various levels of final average compensation and years of service
with Camden. The Pension Plan benefits in the table are not subject to deduction
for Social Security or other offset amounts.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
-----------------------------------------
Years of Service
-----------------------------------------
Final Average
Compensation
(1) 10 15 20 25 30 35
------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
125,000........................ 21,600 32,401 43,201 54,001 54,001 54,001
150,000........................ 26,350 39,526 52,701 65,876 65,876 65,876
160,000........................ 28,250 42,376 56,501 70,626 70,626 70,626
200,000........................ 28,250 42,376 56,501 70,626 70,626 70,626
300,000........................ 28,250 42,376 56,501 70,626 70,626 70,626
400,000........................ 28,250 42,376 56,501 70,626 70,626 70,626
500,000........................ 28,250 42,376 56,501 70,626 70,626 70,626
600,000........................ 28,250 42,376 56,501 70,626 70,626 70,626
1,000,000...................... 28,250 42,376 56,501 70,626 70,626 70,626
</TABLE>
- --------
(1) As a result of limitation, effective January 1, 1997, under the Internal
Revenue Code of 1986, as amended (the "Code"), annual compensation in excess
of $160,000 is not taken into account when calculating benefits under the
Pension Plan.
The following table illustrates annual retirement benefits payable from the
SERP for a period of fifteen (15) years, assuming retirement in 1999 at age 65,
for various levels of Final Average Compensation and Years of Service with
Camden.
<TABLE>
<CAPTION>
SERP TABLE
----------------------------------------------
Years of Service
----------------------------------------------
Final Average
Compensation 10 15 20 25 30 35
------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
125,000.................. 19,940 23,429 22,599 17,449 17,449 17,449
150,000.................. 24,540 28,904 27,999 21,822 21,822 21,822
160,000.................. 26,380 31,094 30,159 23,574 23,574 23,574
200,000.................. 36,780 46,694 50,959 49,574 49,574 49,574
300,000.................. 62,780 85,694 102,959 114,574 114,574 114,574
400,000.................. 88,780 124,694 154,959 149,574 149,574 149,574
500,000.................. 114,780 163,694 206,958 244,574 244,574 244,574
600,000.................. 140,780 202,694 258,959 309,574 309,574 309,574
1,000,000................ 244,780 358,694 466,959 569,574 569,574 569,574
</TABLE>
<PAGE>
The following table sets forth the number of years of credited service of
each named executive officer listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
Credited
Years of
Name Service
---- --------
<S> <C>
Keith C. Patten................................................. 22
Robert W. Daigle................................................ 2
</TABLE>
Change of Control Agreements
The SERP provides that in the event Camden is merged with another company
and the other company survives the merger, and Mr. Patten and Mr. Daigle are
not made officers of the surviving company and the surviving company does not
assume Camden's obligations under the SERP, the Camden Board may authorize a
payment to named executive officers in an amount to be determined in the
discretion of the Board of Directors.
Director Compensation
Directors of Camden received $400 for attendance at each regular meeting of
the Camden Board, and $150 for attendance at each meeting of a committee of the
Camden Board during 1998. In addition, the Chairman of the Camden Board
received a retainer of $200 per month, and the Secretary to the Camden Board
received a retainer of $100 per meeting. No additional fees are paid for
membership on or attendance at meetings of the Camden Board or any committees
of the Camden Board.
Director compensation is paid monthly to those directors who do not defer
their compensation. Any director of Camden may defer up to 100% of their fees
and retainer in any calendar year. If a director elects to defer their
compensation, Camden automatically credits the amounts deferred to interest-
earning accounts for each of the respective directors. Quarterly shares of
Camden common stock are purchased by the plan for those directors electing this
option. Deferred director's fees and/or stock are paid to participants in a
deferral plan, or their designated beneficiaries, upon their termination as
directors.
Compensation Committee Interlocks and Insider Participation
The Personnel and Compensation Committee consisted of Richard N. Simoneau,
Chairman, Robert J. Gagnon, Rendle A. Jones, and nonvoting members Robert W.
Daigle and June B. Parent. Many members of the Personnel and Compensation
Committee and their affiliates and families are borrowers from Camden'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 Camden's
subsidiaries.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information with respect to the beneficial
ownership of Camden common stock as of August 31, 1999, by (i) each person known
by Camden to own beneficially more than five (5) percent of Camden's outstanding
common stock, (ii) each current director and nominee of Camden, (iii) the named
executive officers (defined below), and (iv) all executive officers and
directors of Camden as a group. Except as otherwise indicated below, each of the
directors, nominees, executive officers and shareholders owning more than five
(5) percent of Camden common stock has sole voting and investment power with
respect to all shares of stock beneficially owned by him as set forth opposite
his name.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percent
Beneficially Owned of Class
------------------ --------
<S> <C> <C>
5% or Greater Shareholders:
Kenneth C. & Prudence G. Dickey.................... 779,112 11.88%
13 Curtis Avenue
Camden, ME 04843
Rendle A. Jones.................................... 425,324(1) 6.49%
P.O. Box 190
76 Beloin Road
Camden, Maine 04843
Directors, Nominees and Named Executive Officers:
Peter T. Allen..................................... 10,000(2) *
Ann W. Bresnahan................................... 23,940(3) *
Royce M. Cross..................................... 10,227 *
Robert W. Daigle................................... 32,274(4) *
Robert J. Gagnon................................... 2,028 *
John W. Holmes..................................... 4,910 *
John S. McCormick, Jr.............................. 19,700(5) *
Keith C. Patten.................................... 132,105(6) 2.01%
Richard N. Simoneau................................ 21,240 *
Arthur E. Strout................................... 107,569 1.64%
All directors and executive
officers as a group (15 persons).................. 678,437(7)(8) 10.27%
</TABLE>
- --------
* Less than one (1) percent.
(1) Includes 371,160 shares owned by various trusts of which Mr. Jones acts as
trustee, and to which shares he disclaims any beneficial interest.
(2) Includes 1,000 shares over which voting and dispositive power are shared
with spouse.
(3) Includes 5,940 shares over which voting and dispositive power are shared
with spouse.
(4) Includes 30,000 shares underlying stock options exercisable within 60 days
and an additional 300 shares owned by spouse, as to which he disclaims any
beneficial interest.
(5) Includes 2,700 shares owned by spouse, as to which shares he disclaims any
beneficial interest.
(6) Includes 57,000 shares owned by spouse, as to which shares he disclaims
any beneficial interest.
(7) Shared voting and/or dispositive power over some or all shares; includes
shares underlying stock options exercisable within 60 days.
(8) Does not include 132,105 shares beneficially owned by Mr. Patten since he
was not an executive officer on August 31, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Certain Business Relationships
Rendle A. Jones is a partner in the law firm of Harmon, Jones, Sanford &
Elliot, LLP, which performed legal services for Camden during 1998. The fees
paid by Camden to the law firm totaled less than 5% of the law firm's gross
revenues during 1998. Also, Arthur E. Strout is a partner in the law firm of
Strout & Payson, P.A., which performed legal services for the Camden during
1998. The fees paid by Camden to the law firm totaled less that 5% of the law
firm's gross revenues during 1998.
Except as described above, no director or executive officer of Camden engaged
in any transaction with Camden or any of its subsidiaries during fiscal year
1998, or is involved with Camden or any of its subsidiaries in any currently
proposed transaction, in which the amount involved exceeded or exceeds $60,000,
other than the financial transactions described below "--Indebtedness of
Management".
Indebtedness of Management
Camden's nominees for directors, continuing directors and executive officers
have had, and are expected to have in the future, financial transactions with
one or more of Camden's subsidiary banks. As of March 31, 1999, the outstanding
loans by Camden's subsidiary banks to Camden's nominees, continuing directors
and executive officers amounted to an aggregate of approximately $15.6 million.
These loans 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 unaffiliated persons.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, this 28th day of
December, 1999.
CAMDEN NATIONAL CORPORATION
By: /s/ Robert W. Daigle
-----------------------
Robert W. Daigle
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the persons on behalf of the registrant and in
the capacities and on the dates indicated.
/s/ Robert W. Daigle Director, President December 28, 1999
- --------------------- and Chief Executive Officer
Robert W. Daigle
/s/ Susan M. Westfall Treasurer and December 28, 1999
- --------------------- Chief Financial Officer
Susan M. Westfall
/s/ Rendle A. Jones Chairman and Director December 28, 1999
- ---------------------
Rendle A. Jones
/s/ Peter A. Allen Director December 28, 1999
- ---------------------
Peter A. Allen
/s/ Ann W. Bresnahan Director December 28, 1999
- ---------------------
Ann W. Bresnahan
/s/ Royce M. Cross Director December 28, 1999
- ---------------------
Royce M. Cross
/s/ Robert J. Gagnon Director December 28, 1999
- ---------------------
Robert J. Gagnon
/s/ Ward I. Graffam Director December 28, 1999
- ---------------------
Ward I. Graffam
/s/ John W. Holmes Director December 28, 1999
- ---------------------
John W. Holmes
/s/ Theodore C. Johanson Director December 28, 1999
- ---------------------
Theodore C. Johanson
/s/ Arthur E. Strout Director December 28, 1999
- ---------------------
Arthur E. Strout
