SCHEDULE 14- Information Required in Proxy
Statement
(Last ammended in Rel. No. 34-34832, eff 11/23/94)
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(j)(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:
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4) Date Filed
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Federal Securities Law Reports Reg. 240.14a-101
(added by Excg Act Rel No. 31905, eff 4/26/93.)
FIRST UNITED CORPORATION
19 South Second Street
P.O. Box 9
Oakland, Maryland 21550
March 17, 1995
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
The enclosed proxy is solicited on behalf of the Board of Directors of
First United Corporation (the "Company") for use at the Annual Meeting of
shareholders to be held on April 18, 1995 and any adjournment thereof. It is
requested that the proxy 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 fiduciaries for their reasonable
out-of-pocket expenses in forwarding proxy materials to their
principals. The Company has also engaged Mellon Securities Transfer, Inc. to
assist in the solicitation of proxies, at an estimated cost of $1,000 plus
reasonable expenses. 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 proxies. 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. Your proxy may also be
revoked by using a subsequently signed proxy. The proxy materials are first
being mailed to shareholders on or about March 17, 1995.
SHAREHOLDERS' PROPOSALS FOR 1996 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1996 Annual
Meeting must be received by the Company no later than November 18, 1995.
OUTSTANDING VOTING SECURITIES; VOTING RIGHTS
The holders of record of Common Stock at the close of business on March
10,1995, will be entitled to receive notice of and vote at the Annual Meeting.
As of that date, there were 6,191,767 shares of Common Stock outstanding and
entitled to be voted at the Annual Meeting except that an aggregate of 538,768
shares, or 8.70%, held by the Trust Department of First United National Bank &
Trust ("FUNBT"), as sole trustee for the benefit of various beneficiaries, may
not be voted in the election of directors. Each share of Common Stock 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, 1994 by directors and nominees
for director, each executive of fixer named in the Summary Compensation Table,
and all directors and named executive officers as a group. To the Company's
knowledge, no person beneficially owns more than 5% of the Company's outstanding
Common Stock.
(1)
Common Stock Percent of
Beneficially Outstanding
Owned(1)(2) Common Stock
NAME
David J. Beachy 6,904 .11%
Donald M. Browning 16,774 .27%
Rex W. Burton 8,485 .14%
John L. Conway 61,993 (3) 1.00%
Paul Cox, Jr 962 .01%
Richard D. Dailey, Jr 1,574 .03%
WllliamB. Grant 3,924 (3) .06%
RobertW. Kurtz 8,291 (3) .13%
Andrew E. Mance 43,525 .70%
Elaine L. McDonald 1,278 .02%
Donald E. Moran 94,497 1.53%
Terry L. Reiber 3,944 .06%
I. Robert Rudy 27,031 .44%
Tod R Saiisbury 6,205 .10%
JamesE Scarpelli,Sr 98,073 (3) 1.60%
Karen E Spiker 4,370 .07%
Richard G. Stanton 12,002 (3) .19%
RobertG. Stuck 701 .01%
Directors & Executive Officers
As a group (18 persons) . . . . . . 401,533 6.48%
(I) 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 indude 703,340 shares held in the nomunee name First Oak Co.
administered by the Trust Department of FUNBT, none of which shares are
beneficially owned by any director or executive officer of the Company.
(3) Does not include 978 shares,629 shares, and 603 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 71,769 shares held by the Trust Department of FUNBT in
revocable, living trusts of the family of James E Scarpelli, Sr., and
50,130 shares held by family members of John L. Conway in which voting rights
have been retained.
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
(I) The Board has set the number of directors at eighteen (18). The
shareholders will vote at this Annual Meeting for directors who will sene a
one year term expiring at the Annual Meeting of shareholders in 1996. The
persons named in the enclosed proxy will vote for the election of the
nominees named below unless authority to vote is withheld. 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 Past Director of the Company
(As of 12/31/94) Five Years or Any of Its Subsidiaries Since
(1) (2)
David J. Beachy 54 Vice President, 1979
Fred E. Beachy
Lumber Co., Inc.,
Building Supplies
Donald M. Browning 69 Chairman of the 1963
Board, Browning's,
Inc., Retail Groceries
Rex W. Burton 60 Owner & President, 1991
Burton's, Inc., Dry Goods
(2)
John L. Conway 74 Banker, Retired 1986 1983
Paul Cox, Jr. 55 President, Antietam Business
Equipment 1993
Richard D. Dailey, Jr. 39 President, 1992
Cumberland Electric Company
WllliamB. Grant 41 ExecutiveVicePresident and
Secretary, 1995
First United Corporation,
Executive Vice President,
First United National Bank & Trust
Robert W. Kurtz 48 Executive Vice President and
Treasurer, 1990
First United Corporation,
Executive Vlce President,
First United National Bank & Trust
Andrew E. Mance 80 Physician 1958
Elaine L. McDonald 47 Vice President, 1992
Alpine Village / Silver Tree Inn
Donald E. Moran 64 Chairman of the Board and
President, 1961
First United Bank
of West Virginia, N.A.,
Secretary/Treasurer,
Moran Coal Company
I. Robert Rudy 42 Owner, Rudy s
DeptStore, 1992
Dry Goods
Terry L. Reiber 47 Banker, President and CEO, 1988
Myersville Bank
Tod R Salisbury 42 Partner, Salisbury &McLister, 1989
Law Firm
James E Scarpelli, Sr. 80 Owner, Scarpelli Funeral Home 1983
Karen E Spiker 43 Real Estate Broker,
A & A Realty/ 1988
Better Homes and Gardens
Richard G. Stanton 55 Chairrnan of the Board,
President and CEO, 1973
First United Corporation
and First United National
Bank & Trust
Robert G. Stuck 49 Vice President,
Oakview Motors,Inc. 1992
(I) Except as other wise indicated, there has been no change in the
principal occupation or employment during the past five years.
(2) As to Messrs. Dailey, Grant, Stuck and Ms. McDonald, who are the only
non-incumbent nominees, the date shown refers to the year when the individual
became a director of FUNBT. As to incumbent directors, this date refers to the
year when the individual, with the exception of Messrs. Cox, Kurtz, Moran,
Reiber, Rudy, Salisbury, and Ms. Spiker, became a director of FUNBT. 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 E Spiker became directors of
the Company in 1992. Paul B. Cox, Jr., Terry L. Reiber, and Tod R Salisbury
became directors of the Company in 1993 and Myersville Bank in 1993, 1988, and
1989 respectively. All other directors became directors of the Company in
1985.
The Board of Directors recommends that shareholders vote FOR such nominees.
Attendance at Board Meetings
During 1994 the Board of Directors of the Company held fourteen meetings.
All incumbent directors who are nominees for reelection attended at least 75%
of the Board Meetings. All such incumbent directors also attended at least 75%
of the meetings of each committee of the Board on which such director served,
with the exception of Donald E. Moran and Tod P. Salisbury, who attended 55%
and 60% of meetings of the committees on which they served, respectively. 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 comrnittees. Among those committees are
the Audit, Investment and Funds Management, Executive Management and
Compensation and Strategic Planning 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 ex-offido member of all
comrnitees, except the Audit Committee.
Audit Committee - The Audit Committee, which consists of David J. Beachy,
Donald E. Moran, Tod R Salisbury, and Board nominee Robert G Stuck, 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 1994.
(3)
Investment and Funds Management Committee - This comnnittee reviews and
recommends changes to the Company s asset and liability, investment, liquidity,
and capital plans. The Investment and Funds Management Committee
met twice in 1994. Members of the committee are Paul Cox, Bowie Linn Grant
(who will retire from the Board and serve as director emeritus for a
period of two years from and after the date of the 1995 Annual Meeting),
Andrew E. Mance, Board nominee Elaine L. McDonald, and Donald E. Moran.
Executive Management and Compensation 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 Companys CEO, recommending to the Board a
compensation policy for the CEO and other executive officers of the Company
and its subsidiaries, recommending changes to the CEO s compensation
package based on performance reviews, 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 Management and Compensation Committee met five times
in 1994. Members of the comnnittee are David J. Beachy, Donald M. Browning,
John L. Conway, I. Robert Rudy, Tod R Salisbury, and Karen E Spiker.
Strategic Planning Committee - The functions of this committee are
long-term planning to insure that management decisions take into account the
future operating environment, the development of corporate statements of
policy, review of overall management internal control procedures, and review
of management s internal and external information and communications systems.
The Strategic Planning Committee met seven times in 1994. Members of this
committee are John L. Conway, Paul Cox. Jr., Donald E. Moran, I. Robert
Rudy, and Karen R Spiker.
Compensation Committee Interlocks and Insider Participation
The persons who served on the Executive Management and Compensation
Committee at December 31, 1994 are listed above under the caption Executive
Management and Compensation Committee .
The late Mr. Horace Whitworth, who sewed as General Counsel to the Company
and certain of its affiliates. and was a member of such committee, received
approximately $20,000 in legal fees in connection with such services during
1994.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL NO. 2)
Subject to ratification by shareholders, the Board of Directors has
reappointed Emst & Young LLP as independent auditors to audit the consolidated
financial statements of the Company and its subsidiaries. Ernst & Young LLP
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 LLP 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
Directors Fees
Directors fees are paud only todirectors whoare not executive of fixers of
the Company. A director of the Company receives up to $350 for a Board meeting
and up to $ 175 for each comnnittee 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.
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
December31,1994.
(A) (B) (C) (D) (E)
Name and Year Salary Bonus All other
Principal Position Compensation
(1) (2) (3) (4)
Richard G. Stanton 1994 $158,024 $46,889 $20,068
Chairman of the Board 1993 158,939 18,637 19,463
President and CEO 1992 158,532 35,564 21,970
Robert W.Kurtz 1994 $107,372 $30,621 $11,311
Executive vice 1993 107,396 17,945 10,187
President and 1992 104,711 25,198 12,221
Treasurer
William B. Grant 1994 $ 95,672 $27,193 $13,237
Executive vice 1993 95,196 17,945 12,567
President and 1992 95,196 25,198 13,885
Secretary
(I) Salary amounts for 1992, 1993, and 1994 include directors fees. As of
March 1, 1994 directors fees were no longer paid to directors who are executive
officers of the Company.
(2) The pay for performance was distributed in 1995 for 1994 performance.
(3) Indudes (i)basic and matching contlibutions made by the Company under
the Company's Profit Sharing Plan of $18,826, $10,433, $12,430 for Messrs.
Stanton, Kurtz, and Grant, respectively, and (ii) contributions made by the
Company under the Employee Stock Ownership Plan of $ 1,242, $878, and $807 for
Messrs. Stanton, Kurt, 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 .
(4)
Executive Management and 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 Management and Compensation
Comrnittee 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. In setting base salary levels, consideration is given to
establishing salary levels that approximate the amounts paid for similar
executive positions at other community banking organizations. 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 accountants, utilizes a targeted goal oriented approach whereby
each year the 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 will be 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. The incentive awards (consisting of upward
salary adjustments and bonus amounts)are expressed as a percent of base pay
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 1994 were met, and accordingly, bonuses were awarded.
Since the targets were exceeded to a greater extent than in prior years. bonus
amounts were greater than those peud in 1993.
In addition to quantitative results, the committee considered a number of
qualitative factors in evaluating the compensation level of Richard G. Stanton,
Chairman, President, and CEO of the Company. The committee recognized
Mr. Stanton's efforts in managing the Company to achieve its 1994 financial
objectives and in successfully directing the further integration of the
Myersville Bank operations into the Company. The committee also acknowledged
Mr. Stanton's leadership in the continued improvement in asset quality of the
loan portfolio of the Company's subsidiary banks. The committee believes that
accomplishment of these results has added to the financial strength of the
Company.
BY: EXECUTIVE MANAGEMENTAND COMPENSATION COMMITTEE
David J. Beachy
Donald M. Browning
John L. Conway
I. Robert Rudy
Tod R Salisbury
Karen E Spiker
PERFORMANCE GRAPH
Set forth below is a graph showing S-year cumulative total return of the
First United Corporation Common Stock as compared with the NASDAQ - listed
bank index, as prepared by the Center for Research in Securities Prices, and
the NASDAQ total index. A list of component companies within the NASDAQ -
listed bank index will be provided upon written request.
Total NASDAQ First United
Year NASDAQ Banks Corp
1990 84.92 73.23 90.05
1991 136.28 120.17 90.69
1992 158.58 174.87 113.33
1993 180.93 199.28 206.30
1994 176.92 198.69 186.21
Shareholder return is calculated and presented on the basis of $100.00
invested at December 31, 1989.
(5)
PENSION AND PROFIT SHARING PLANS
The following table shows the maximum annual retirement benefits payable
under the Company 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 salary during 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 at
normal retirement to a lifetime only benefit. The amounts would be increased
by a factor of 1.0677% during 1994. 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 COMPENSATION CREDITED SERVICE AT ESTIMATED ANNUAL
COVERED BY THE PLAN NORMAL RETIREMENT BENEFITS AT RETIRE
Richard G. Stanton $ 174,961 44 Years $ 90,500
Robert W. Kurtz 123,617 38 Years 66,858
William B. Grant 113,617 40 Years 63,580
The Company also has a Profit Sharing Plan wherein an 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 Service Vested Percentage Years of Service Vested Percentage
Less than 3 years 0% More than 5 but less than 6 60%
More than 3 but
less than 4 20% More than 6 but less than 7 80%
More than 4 but
less than 5 40% 7 years and over 100%
Contributions to the Plan are within the discretion of the Board of
Directors. Contributions to he Plan for 1994 and 1993 were $583,000 and
$566,448, 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 Profit Sharing Plan. In 1994
and 1993. the Company contributed $40.000 and $33.887. 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 of business during 1994. 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 of ficers 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, 1994 its
executive officer 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 3 days late by Mr. Grant: one
report was filed approximately 18 days late by Mr. Salisbury; and one report
was filed approximately 9 days 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
/s/ William B. Grant
WILLIAM B. GRANT
Secretary to the Board
(6)
March 17, 1995
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
18, 1995, 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
describe 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,
/s/ Richard G. Stanton
RICHARD G. STANTON
Chairman of the Board
President and Chief Executive Officer
(1)
FIRST UNITED CORPORATION
Oakland, Maryland
Notice of Annual Shareholders' Meeting
March 17, 1995
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 18, 1995, at 3:00 p.m.
The purposes of the meeting are to (i) elect fifteen (15) 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 10, 1995, 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,
/s/ William B. Grant
WILLIAM B. GRANT
Secretary
(1)
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 then, as Proxies, with the powers the undersigned would
possess if personally present, and with full power of substitution, and
hereby authorizes them to represent and to vote as designated on the
reverse side, all the shares of Common Stock of First United Corporation
held of record by the undersigned on March 10, 1995, at the annual meeting
of shareholders to be held on April 18, 1995 or any adjournment thereof.
( Please sign reverse side and return immediately)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FIRST UNITED CORPORATION
CAPABLE AND EAGER TO MEET THE
FINANCIAL NEEDS OF ITS SHAREHOLDERS
Dividend Reinvestment Certificate of Deposit
A Convenient way to make your shares A complete selection of fully-insured
in First United GROW!! Our plan also deposit products are available at
allows you to purchase additional First United. Investors can select
shares. from a range of maturities. Our
skilled Customer Service Officers are
capable of designing investment
programs to plan for college,
retirement and other goals.
Trust Services President's Club
First United offers a complete array The President's Club is a truly unique
of trust services designed to meet the club which brings together the special
needs of our clients. These services customers of First United for
include personal trusts, estate informative seminars, delightful
planning, employee benefit plans, trips, and special promotions.
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.
THIS LIST IS ONLY A SAMPLE OF THE SERVICES WHICH YOU, OUR CUSTOMERS, CAN TAKE
ADVANTAGE OF.
FOR MORE DETAILS ON THESE EXCITING SERVICES, CALL ROBIN MURRAY, TOLL FREE AT
(800) 296 - 9741
1. Election of Directors: (INSTRUCTION: To withhold authority to vote
for any individual nominee, strike a line
through the nominee's name in the list
below.)
FOR WITHHOLD
all nominees AUTHORITY David J. Beachy, Richard D. Dailey Jr.
listed (except as to vote for Donald M. Moran James F.Scarpelli,Sr.
marked to the all nominees Donald M. Browning William B.Grant
contrary listed Terry L. Reiber Karen Spiker
Rex W. Burton Robert W. Kurtz
I. Robert Rudy Richard G.Stanton
John L. Conway Andrew E. Mance
Tod P.Salisbury Robert G. Stuck
--------- ---------- Paul Cox Jr. Elaine L. McDonald
2. Proposal to ratify the 3. In their discretion the Proxies are
Appointment of Ernst & Young authorized to vote upon such other
business LLP as the independent auditors as may properly come before
the meeting and of First United Corporation any adjournments thereof.
FOR AGAINST ABSTAIN
----- -------- --------
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 HERON,AND
FOR MATTERS WHICH MAY BE PRESENTED AT THE
MEETING IN ACCORDANCE WITH RECOMMENDATIONS OF
THE BOARD OF DIRECTORS.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF
NOTICE OF THE AFORESAID ANNUAL MEETING OF
SHAREHOLDERS.
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( Date )
( Please sign exactly as name appears heron.
Joint holders should each sign. When signing
as attorney, executor,administrator,trustee
or guardian, please indicate the capacity in
which you are signing. If a corporation or
PLEASE MARK INSIDE BLUE BOXES other entity, please sign in full corporate
SO THAT DATA PROCESSING or entity name by authorized person.)
EQUIPMENT WILL RECORD YOUR
VOTES"
FOLD AND DETACH HERE
