SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A is proposed to be amended. See below.
Reg. 240.14a-101.
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:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
FIRST UNITED CORPORATION
(Name of Registrant as Specified In Its Charter)
FIRST UNITED CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(4) 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. (1)
______________________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________________
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
( ) 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:
_________________________________________
Federal Securities Law Reports Reg. 240.14a-101
FIRST UNITED CORPORATION
Oakland, Maryland
Notice of Annual Shareholders' Meeting
March 25, 1994
To Shareholders of
First United Corporation
Oakland, Maryland
Notice is hereby given that the Annual Meeting of the
Shareholders of First United Corporation (the "Company")
will be held in the McHenry House, the Wisp Ski Area, in
McHenry, Maryland 21541. The meeting is scheduled for:
TUESDAY, APRIL 26, 1994 at 3:00 O'Clock P.M.
The purposes of the meeting are to (i) elect sixteen
(16) Directors to serve for the ensuing year, (ii) to
ratify the accounting firm of Ernst & Young to act as the
independent auditors of the Company and, (iii) to transact
such other business as may be properly brought before said
meeting or any adjournment thereof.
IT IS HOPED THAT YOU WILL PLAN TO ATTEND, BUT WHETHER
OR NOT YOU CONTEMPLATE ATTENDING THE MEETING, YOU ARE
REQUESTED TO EXECUTE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY. IF YOU SHOULD ATTEND THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON, SHOULD YOU SO
DESIRE. ALL SHAREHOLDERS OF RECORD AT THE CLOSE OF
BUSINESS ON MARCH 18, 1994, ARE ENTITLED TO VOTE AT THIS
MEETING.
Anyone acting as proxy agent for a Shareholder must
present a proxy properly executed by the Shareholder
authorizing said agent in form and substance satisfactory
to the judges of election, and otherwise in accordance
with the Company's By-Laws.
Sincerely,
WILLIAM B. GRANT
Secretary
March 25, 1994
To Our Shareholders:
On behalf of the Board of Directors and management, I
cordially invite you to attend the Annual Shareholders'
Meeting to be held on Tuesday, April 26, 1994 at 3:00 p.m.
in the McHenry House at the Wisp Ski Area in McHenry,
Maryland 21541.
The notice of meeting and proxy statement
accompanying this letter describes the specific business
to be acted upon.
In addition to the specific matters to be acted upon,
there will be a report on the progress of the Company and
an opportunity to ask questions on matters of general
interest to shareholders.
It is important that your shares be represented at
the meeting. Whether or not you plan to attend in person,
you are requested to mark, sign, date and promptly return
the enclosed proxy in the envelope provided.
There will be a reception with light refreshments
immediately following the shareholders' meeting for all
registered shareholders.
Sincerely yours,
RICHARD G. STANTON
Chairman of the Board
President and Chief Executive Officer
FIRST UNITED CORPORATION
19 South Second Street
P.O. Box 9
Oakland, Maryland 21550-0009
March 25, 1994
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
The enclosed Proxy is solicited on behalf of the Board of
Directors of First United Corporation (the "Company") and it is
requested that it be completed, signed and returned to the Company
promptly. The cost of soliciting proxies will be borne by the
Company.
In addition to solicitation by mail, proxies may be solicited by
officers, directors and regular employees of the Company personally
or by telephone, telegraph or facsimile. No additional
remuneration will be paid to officers, directors or regular
employees who solicit proxies. The Company may reimburse brokers,
banks, custodians, nominees and other fuduciaries for their
reasonable out-of-pocket expenses in forwarding proxy materials to
their principals. Should you attend the meeting and desire to vote
in person, you may withdraw your proxy by requesting management to
do so, prior to exercise by the named attorneys. Also, your proxy
may be revoked before it is exercised, whether or not you attend
the meeting, by notifying William B. Grant, Secretary, First United
Corporation, P.O. Box 9, Oakland, Maryland 21550-0009, in writing
prior to the annual meeting which will be held on April 26, 1994
and your proxy may be revoked by using a subsequently signed proxy.
The proxy materials are first being mailed to shareholders on or
about March 25, 1994.
SHAREHOLDERS' PROPOSALS FOR 1995 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1995
Annual Meeting must be received by the Company no later than
November 25, 1994.
OUTSTANDING VOTING SECURITIES; VOTING RIGHTS
The holders of record of Common Stock at the close of business on
March 18, 1994, will be entitled to vote at the annual meeting. As
of that date, there were 6,186,117 shares of Common Stock
outstanding and entitled to be voted at the annual meeting except
that 422,644 shares, or 6.83%, held by the Trust Department of
First United National Bank & Trust (the "Bank"), as sole trustee,
may not be voted in the election of Directors. Each share is
entitled to one vote. Directors are elected by a plurality of the
votes cast by the holders of shares of Common Stock present in
person or represented by proxy at the meeting, with a quorum
present. For purposes of the election of directors, abstentions
and broker non-votes do not affect the plurality vote.
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth information regarding the number of
shares of Common Stock owned as of December 31, 1993 by directors
and nominees for director, each executive officer named in the
Summary Compensation Table, all directors and executive officers as
a group. To the Company's knowledge, no person beneficially owns
more than 5% of the Company's outstanding Common Stock.
Common Stock Percent of
Beneficially Outstanding
NAME Owned (1) (2) Common Stock
David J. Beachy 5,339 .08%
Donald M. Browning 16,774 .27%
Rex W. Burton 8,485 .14%
John L. Conway 62,818 1.01%
Paul Cox, Jr 962 .01%
Bowie Linn Grant 43,072 .70%
William B. Grant 3,818 .06%
Robert W. Kurtz 10,643 .17%
Andrew E. Mance 43,525 .70%
Donald E. Moran 92,398 1.49%
Terry L. Reiber 3,914 .06%
I. Robert Rudy 23,929 .39%
Tod P. Salisbury 6,124 .10%
James F. Scarpelli, Sr. 98,184 1.59%
Karen F. Spiker 4,268 .07%
Richard G. Stanton 11,674 .19%
Horace P. Whitworth, Jr. 69,550 1.12%
Directors & Executive Officers
As a group (17 persons) 505,477 8.17%
(1) Except as otherwise indicated and except for shares held by
members of an individual's family or in trust, all shares are held
with sole dispositive and voting power.
(2) Does not include 620,209 shares held in the nominee name
First Oak & Co. administered by the Trust Department of the Bank,
none of which shares are beneficially owned by any director or
executive officer of the Company.
(3) Does not include 432 shares, 279 shares, and 265 shares held
in the First United Corporation ESOP for Richard G. Stanton ,
Robert W. Kurtz, and William B. Grant respectively, as to which
voting rights have been retained. Does not include 71,130 shares
held by the Trust Department of the Bank in revocable, living
trusts of the family of James F. Scarpelli, Sr. and 50,130 shares
held by family members of John L. Conway in which voting rights
have been retained.
NOMINEES FOR DIRECTORS (PROPOSAL NO. 1)
(1) The Board has set the number of Directors at sixteen (16).
The shareholders will vote at this Annual Meeting for directors who
will serve a one year term expiring at the Annual Meeting of
shareholders in 1995. The persons named in the enclosed proxy will
vote for the election of the nominees named below unless authority
to vote is withheld. In the event that any of the nominees should
be unable to serve, the persons named in the proxy will vote for
such substitute nominee or nominees as they, in their discretion,
shall determine. The Board of Directors has no reason to believe
that any nominee herein will be unable to serve.
(2) The Board of Directors has placed into nomination the
following nominees:
NAME AGE OCCUPATION DURING DIRECTOR OF THE
(As of PAST 5 YEARS COMPANY OR ANY
12/31/93) OF ITS SUBSIDIARIES
SINCE
(1) (2)
David J. Beachy 53 Vice President, 1979
Fred E. Beachy Lumber Co., Inc.
Building Supplies
Donald M. Browning 68 Chairman of the Board 1963
Brownings, Inc., Retail Groceries
Rex W. Burton 59 Owner & President 1991
Burton's, Inc., Dry Goods
John L. Conway 73 Banker, Retired 1986 1983
Paul Cox, Jr. 54 President, 1993
Antietam Business Equipment
Bowie Linn Grant 68 Retired Physician, 1990 1981
Robert W. Kurtz 47 Executive Vice President 1990
and Treasurer
First United Corporation
Executive Vice President, First United
National Bank & Trust
Andrew E. Mance 79 Physician 1958
Donald E. Moran 63 Chairman of the Board 1961
and President, First United
Bank of West Virginia, N.A.,
Secretary/Treasurer, Moran Coal Company
I. Robert Rudy 41 Owner, Rudy's Dept. 1992
Store, Dry Goods
Terry L. Reiber 46 Banker, President/CEO 1988
Myersville Bank
Tod P. Salisbury 41 Partner, Salisbury & 1989
McLister Law Firm
James F. Scarpelli, 79 Owner, Scarpelli 1983
Sr. Funeral Home
Karen F. Spiker 42 Real Estate Broker, 1988
A & A Realty
Better Homes and Gardens
Richard G. Stanton 54 Chairman of the Board, 1973
President and CEO First United
Corporation and First United
National Bank & Trust
Horace P. Whitworth,81 Attorney-at-Law, General 1970
Jr. Counsel of First United
Corporation, First United
National Bank & Trust, First
United Securities, Inc.,
Oakfirst Life Insurance Corp. and
First United Insurance Agency, Inc. (3)
(1) Except as otherwise indicated, there has been no change in the
principal occupation or employment during the past five years.
(2) This date refers to the year when the individual, with the
exception of Messers. Moran, Reiber, Rudy, Salisbury, and Ms.
Spiker, became a Director of First United National Bank &
Trust, a subsidiary of the Company. Donald E. Moran became a
Director of First United Bank of West Virginia, N.A. in 1961
and a Director of the Company in 1988. Robert W. Kurtz became
a Director of the Company in 1990. I. Robert Rudy and Karen
F. Spiker became Directors of the Company in 1992. All other
directors became directors of the Company in 1985. Paul Cox,
Jr., Terry L. Reiber, and Tod P. Salisbury became directors of
the Company in 1993 and Myersville Bank in 1993, 1988, and
1989 respectively.
(3) Horace P. Whitworth, Jr., Esquire has been retained as
General Counsel for the Company and several subsidiaries of
the Company, (First United National Bank & Trust, First United
Securities, Inc., Oakfirst Life Insurance Corporation, and
First United Insurance Agency, Inc.). The Company and the
aforementioned subsidiaries propose to retain Mr.
Whitworth as General Counsel for the current fiscal year.
The Board of Directors recommends that shareholders vote "FOR" such
nominees.
Directors Fees and Meeting Attendance
A director of the Company receives up to $350 for a Board meeting
and up to $175 for each committee meeting of the Board of which the
Director is a member, depending on the length of the meeting.
Directors of subsidiaries of the Company are compensated for their
attendance of meetings of the subsidiaries' Boards.
During 1993 the Board of Directors of the Company held sixteen
meetings. All incumbent Directors who are nominees for re-election
attended at least 75% of the Board Meetings and meetings of each
committee of the Board on which such Director served, with the
exception of Donald M. Browning, who attended 44% of such Board
meetings and 100% of meetings of the committees on which he serves.
In addition, Directors of the Company's subsidiaries have met in
accordance with guidelines established by the Board of Directors.
Committees of the Board of Directors.
In addition to meeting as a group, certain members of the Board
also devote their time to certain standing committees. Among those
committees are the Audit, Investment and Funds Management and
Executive Committees, whose members and principal functions are
listed below. The Chairman of the Board, President and CEO of the
Company, Richard G. Stanton, is an exofficio member of all
committees, except the Audit Committee.
Audit Committee - The Audit Committee, which consists of Donald M.
Browning, Dr. B.L. Grant, Donald E. Moran, and Karen F. Spiker,
reviews significant audit and accounting principles, policies and
practices, meets with the Company's auditor to review the Company's
internal auditing function, and meets with the Company's
independent auditors to review the results of the annual
examination. This Committee met four times in 1993.
Investment and Funds Management Committee - This Committee
reviews and recommends changes to the Company's asset and
liability, investment, liquidity, and capital plans. The
Investment and Funds Management Committee met once in 1993.
Members of the Committee are: David J. Beachy, Robert W. Kurtz,
Dr. Andrew Mance, I. Robert Rudy, and James F. Scarpelli, Sr.
Executive Committee - This Committee is responsible for
reviewing and recommending changes to the Company's insurance
program, overseeing compliance with the Company's By-Laws and
Articles of Incorporation, supervising the Company's CEO,
monitoring the performance of the Company and its subsidiaries,
recommending changes to the Company's and subsidiaries' personnel
policies, serving as a director nomination committee, and functions
with the authority of the full Board between meetings of the Board.
The Executive Committee met one time in 1993. Members of the
Committee are: Rex W. Burton, Dr. B.L. Grant, Robert W. Kurtz, I.
Robert Rudy, and Horace P. Whitworth, Jr.
Executive Compensation Committee - The Executive Compensation
Committee is responsible for recommending to the Board a
compensation policy for the CEO and other Executive Officers of the
Company and its subsidiaries. Members of this Committee are:
David J. Beachy, Rex W. Burton, I. Robert Rudy, and Horace P.
Whitworth, Jr. This Committee met four times in 1993. The
following directors from First United National Bank & Trust Board
also served on this Committee: Richard D. Dailey, Elaine L.
McDonald, and Robert G. Stuck.
Compensation Commitee Interlocks and Insider Participation
The Executive Compensation Committee is comprised of members of
the Board of Directors of the Company and of First United National
Bank & Trust who are not employees of the Company. Mr. Whitworth,
who serves as General Counsel to the Company and certain of its
affiliates, received approximately $20,000 in legal fees in
connection with such services during 1993.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS (PROPOSAL NO. 2)
Subject to ratification by shareholders, the Board of
Directors has reappointed Ernst & Young as Independent Auditors to
audit the consolidated financial statements of the Company and its
subsidiaries. Ernst & Young has advised the Company that no one
within the firm nor any of its members or associates has any direct
financial interest in or has any connection with the Company or its
subsidiaries other than as Independent Auditors. No
representatives of Ernst & Young are expected to be present at the
Annual Meeting.
The Board of Directors recommends that shareholders vote "FOR"
such ratification.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following sets forth the total remuneration for services in
all capacities paid during each of the last three fiscal years to
the chief executive officer and each of the other executive
officers of the Company as to whom total remuneration exceeded
$100,000 during the fiscal year ended December 31, 1993.
Name and Year Salary Bonus All other
Principal Position Compensation
(1) (2) (3) (4)
Richard G. Stanton 1993 $158,939 $18,637 $19,463
Chairman of the Board 1992 158,532 35,564 21,970
President and CEO 1991 142,836 0 17,842
Robert W. Kurtz 1993 $107,396 $17,945 $10,187
Executive Vice President 1992 104,711 25,198 12,221
and Treasurer 1991 93,396 0 10,658
William B. Grant 1993 $95,196 $17,945 $12,567
Executive Vice President 1992 95,196 25,198 13,885
and Secretary 1991 84,996 0 11,258
(1) Includes directors fees.
(2) The bonus was issued in 1994 for 1993 performance.
(3) Includes (i) basic and matching contributions made by the
Company under the Company's Profit Sharing Plan of $18,429,
$9,520, $11,900 for Messrs. Stanton, Kurtz, and
Grant, respectively, and (ii) contributions made by the
Company under the Employee Stock Ownership Plan of $1,035,
$668, and $668 for Messrs. Stanton, Kurtz, and Grant
respectively. Each of Messrs. Stanton, Kurtz, and Grant has
in excess of 7 years of credited service under the respective
plans, and is therefore 100% vested.
(4) First United National Bank & Trust's profit sharing plan and
pension and salary deferral plan are described under the
caption "Pension and Profit Sharing".
Executive Compensation Committee Report
The basic philosophy of the Company's compensation program is to
offer competitive compensation for all executive employees that
takes into account both individual contributions and corporate
performance. Compensation levels for executives were recommended
by the Executive Compensation Committee and approved by the
non-employee directors of the Board.
The principal elements of executive compensation are salary and
bonus. Base salaries are set at levels intended to foster a career
orientation among executives, consistent with the long-term nature
of the Company's business objectives. Salary adjustments and bonus
amounts are determined in accordance with the Annual Incentive
Program established for executive officers and other members of
senior management in 1992.
The program, which was developed in consultation with the
Company's independent auditors, utilizes a targeted goal oriented
approach whereby each year the Compensation Committee establishes
performance goals based on the recommendation of the Chairman and
Chief Executive Officer. The performance goals include such
strategic financial measures as: Return on Equity, Return on
Assets, and Efficiency Ratio. Each of these elements is weighted
approximately the same. The measures are established annually at
the start of each fiscal year and are tied directly to the
Company's business strategy, projected budgeted results and
competitive peer group performance.
The targeted goals are set at levels which reward only continued
exceptional Company performance in the upper percentile of the
competitive peer group. The incentive awards (consisting of upward
salary adjustments and bonus amounts) are expressed as a percent of
base pay (excluding director fees) and measured on a range around
the targeted goals with a fixed maximum incentive award.
Performance below certain stated minimum threshold levels will
result in no incentive payout to the executives. The goals
established at the beginning of fiscal 1993 were met, and
accordingly, bonuses were awarded. However, since the targets were
not exceeded to the same extent as in prior years, the amounts
ofsalary adjustment were lower.
BY: EXECUTIVE COMPENSATON COMMITTEE
I. Robert Rudy, Chairman
David J. Beachy
Rex W. Burton
Richard D. Dailey
Elaine L. McDonald
Robert G. Stuck
Horace P. Whitworth, Jr.
PERFORMANCE GRAPH
Set forth below is a graph showing 5 year cumulative total return
of the First United Corporation Common Stock as compared with the
NASDAQ - listed bank index and the NASDAQ total index.
Total NASDAQ First United
Year NASDAQ Banks Corp
1989 121.24 111.15 123.22
1990 102.95 81.41 110.97
1991 165.19 133.41 111.76
1992 192.08 193.95 139.65
1993 219.19 221.04 254.23
PENSION AND PROFIT SHARING PLANS
The following table shows the maximum annual retirement benefits
payable under the Company's Defined Benefit Pension Plan for
various levels of compensation during the year of service:
APPROXIMATE ANNUAL BENEFIT UPON RETIREMENT AT AGE 65 BASED ON YEARS
OF CREDITED SERVICE
FINAL ANNUAL
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
$ 30,000 $ 6,000 $ 8,000 $ 10,000 $ 12,000 $ 14,000
70,000 15,000 20,000 25,000 30,000 35,000
110,000 24,000 32,000 40,000 48,000 56,000
150,000 33,000 44,000 55,000 66,000 77,000
190,000 33,000 44,000 55,000 66,000 77,000
For purposes of this table, final average compensation shown is
twelve times the average of the highest sixty consecutive months in
the last one hundred twenty months preceding normal retirement.
Also, for purposes of the table, benefits are payable for life with
a minimum guarantee of ten years. Benefits are computed on an
actuarial basis to convert the benefits as normal retirement to a
lifetime only benefit, the amounts would be increased by a factor
of 1.0677% during 1993. Social Security benefits are not shown on
the table and would not reduce retirement benefits under the plan.
Projected Benefits for Highly Compensated Employees:
CURRENT CREDITED SERVICE ESTIMATED
COMPENSATION AT NORMAL ANNUAL
COVERED BY THE NORMAL RETIREMENT BENEFITS
PLAN AT RETIREMENT
Richard G. Stanton $147,439 44 Years $ 88,925
Robert W. Kurtz 95,196 38 Years 51,084
William B. Grant 95,196 40 Years 52,987
The Company also has a Profit Sharing Plan wherein all eligible
officers and employees share in the net earnings. Eligibility is
determined by one year of service requiring one thousand or more
hours worked during that year. Benefits under the plan which
consist of a percentage of salary, vest as follows:
Years of Vested Years of Vested
Service Percentage Service Percentage
Less than 3 years 0% More than 5 but less than 6 60%
More than 3 but 20% More than 6 but less than 7 80%
less that 4
More than 4 but 40% 7 years and over 100%
less than 5
Contributions to the Plan are within the discretion of the Board
of Directors. Contributions to the Plan for 1993 and 1992 were
$566,448 and $459,014, respectively. The Plan also provides for
salary deferrals pursuant to Section 401(k) of the Internal Revenue
Code. The Company matches 50% of the first 4% of deferred salary
and 25% of deferrals over 4% and up to 6% of salary. The Profit
Sharing Plan is administered by the Trust Department of First
United National Bank & Trust.
The Company implemented an Employee Stock Ownership Plan in 1988.
Eligibility parameters for the ESOP are similar to the Profit
Sharing Plan. In 1993 and 1992, the Company contributed $33,887 and
$92,047 respectively to the Plan.
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
Some of the directors and officers of the Company and their
associates were customers of and had banking transactions with
banking subsidiaries of the Company in the ordinary course
ofbusiness during 1993. All loans and loan commitments included in
such transactions were made on the same terms, including interest
rates and collateral, as those prevailing at the same time for
comparable transactions with others, and in the opinion of the
management of the Company, do not involve more than a normal risk
of collectability or present other unfavorable features.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Pursuant to Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder, the Company's executive officers and
directors are required to file with the Securities and Exchange
Commission reports of their ownership of Common Stock. Based
solely on a review of copies of such reports furnished to the
Company, or written representations that no reports were required,
the Company believes that during the fiscal year ended December 31,
1993 its executive officers and directors complied with the Section
16(a) requirements, except that late filings were made with respect
to the following reporting persons. One report was filed
approximately 4 days late by Mr. Kurtz; one report was filed
approximately 4 days late by Mr. Moran; one report was filed
approximately 5 days late by Mr. Rudy; and one report was filed
approximately 5 months late by Mr. Scarpelli.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors is
not aware of any matters, other than those stated above, that may
be brought before the meeting. The persons named in the enclosed
form of proxy or their substitutes will vote with respect to any
such matters in accordance with their best judgement.
BY ORDER OF THE BOARD OF DIRECTORS
WILLIAM B. GRANT
Secretary to the Board
PROXY
FIRST UNITED CORPORATION
P.O. Box 9
Oakland, MD 21550-0009
The undersigned hereby appoints Bonnie J. Fedde and William L. Graham,
and each of them, as Proxies, with the powers the undersign
power of substitution, andhereby authorizes them to represent and
to vote as designated on the reverse side, all the shares of Common
Stock of First United Corporationheld of record by the undersigned
on March 18, 1994, at the annual meeting of shareholders to be held
on April 26, 1994, or any adjournment thereof.
(Please sign on reverse side and return immediately)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
- - ------------------------------------------------------------
FOLD AND DETACH HERE
FIRST UNITED CORPORATION
CAPABLE AND EAGER TO MEET THE
FINANCIAL NEEDS OF ITS
SHAREHOLDERS
Dividend Reinvestment
A convenient way to make your shares in First United GROW!! Our
plan also allows you to purchase additional shares.
Trust Services
First United offers a complete array of trust services designed
to meet the individual needs of our clients. These services
include personal trusts, estate planning, employee benefit plans,
estate administration and fully managed IRA's.
Loans
First United has a long history of meeting the credit needs of
its customers by offering a variety of loans for nearly all
customer needs.
Brokerage
You may now receive the quality of full services brokerage
through PrimeVest, which is available at First United.
Certificates of Deposit
A complete selection of fully-insured deposit products are
available at First United. Inversors can select from a range of
maturities. Our skilled Customer Service Officers are capable of
designing investment programs to plan for college, retirement, and
other goals.
President's Club
The President's Club is a truly unique club which brings together
the special customers of First United for informative seminars,
delightful trips and special promotions.
THIS LIST IS ONLY A SAMPLE OF THE SERVICES WHICH YOU, OUR OWNERS
CAN TAKE ADVANTAGE OF.
FOR MORE DETAILS ON THESE EXCITING SERVICES, CALL ROBIN MURRAY,
TOLL FREE AT (800)-296-9471
1. Election of Directors:
For WITHHOLD
all nominees AUTHORITY
listed (except as to vote for all
marked to the contrary) nominees listed
O O
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list below.)
David J. Beachy Paul Cox Jr.,
Donald M. Browning Bonnie Lynn Grant
Rex W. Burton Robert W. Kurtz
John L. Conway Andrew E. Mance
Donald E. Moran James F. Scarpelli, Sr.,
Terry L. Reiber Karen F. Spiker
Tod P. Salisbury Richard G. Stanton
I. Robert Rudy Horace P. Whitworth, Jr.
2. Proposal to ratify the Appointment of Ernst & Young as the
independent auditors of First United Corporation.
FOR AGAINST ABSTAIN
O O O
3. In their descretion the Proxies are authorized to vote upon such
other business as may properly come before the meeting and any
adjournments thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED. HOWEVER, IN THE ABSENCE OF
DIRECTION TO THE CONTRARY, THE ATTORNEYS NAMED HEREIN INTEND TO
VOTE THIS PROXY "FOR" PROPOSALS 1 AND 2 HEREON, AND FOR MATTERS
WHICH MAY BE PRESENTED AT THE MEETING IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF NOTICE OF THE AFORESAID
ANNUAL MEETING OF SHAREHOLDERS.
(Date)
(Please date and sign name or names exactly as they appear on your
stock certificate)
