SCHEDULE 14- Information Required in Proxy Statement
(Last ammended in Exch Act Rel. No. 35113, eff 1/30/95.)
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
( ) Confidential, for use of the Commission Only (as permitted by Rule 14a6(e)
(2))
(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, if other than the Registrant)
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) or Item 22(a)(2) of Schedule 14A.
( ) $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. (Set forth the amount
on which the filing fee is calculated and state how it was determined):
______________________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________________
5) Total fee paid:
- --------------------------------------------------------------
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by
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which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
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(Amended by Exch Act Rel No. 35113, eff 1/30/95.)
<PAGE>
FIRST UNITED CORPORATION
19 South Second Street
P.O. Box 9
Oakland, Maryland 21550
March 22, 1996
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 23, 1996, and any adjournment thereof. 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 Chemical Mellon Securities Transfer, Inc. to assist in
the solicitation of proxies, at an estimated cost of $1,000 plus reasonable
expenses.
Please complete, sign the enclosed proxy and return it to the Company
promptly. Should you attend the meeting and desire to vote in person, you may
withdraw your proxy by written request delivered to the Secretary of the
Company, prior to its 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 22, 1996.
SHAREHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1997 Annual Meeting
must be received by the Company no later than November 23, 1996.
OUTSTANDING VOTING SECURITIES; VOTING RIGHTS
The holders of record of the Company's Common Stock, par value $.01 per
share ("Common Stock") at the close of business on March 15, 1996, will be
entitled to receive notice of and vote at the Annual Meeting. As of that date,
there were 6,194,383 shares of Common Stock outstanding and entitled to be voted
at the Annual Meeting except that an aggregate of 586,643 shares, or 9.47%, 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; consequently, abstentions and broker non-votes will not affect
the outcome of 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, 1995, by directors and nominees for
director, each executive officer, and 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.
(1)
<PAGE>
Common Stock Percent of
Beneficially Outstanding
Owned (1)(2) Common
Stock
------------------------------------
NAME
David J. Beachy 7,341 .11%
Donald M. Browning 16,774 .27%
Rex W. Burton 8,485 .14%
John L. Conway 60,885 (4) .98%
Paul Cox, Jr. 991 .01%
Richard D. Dailey, Jr. 1,620 .03%
William B. Grant. 4,833 .08%
Maynard G. Grossnickle 9,284 .15%
Raymond F. Hinkle 5,215 .08%
Robert W. Kurtz 9,351 .15%
Andrew E. Mance 43,725 .70%
Elaine L. McDonald 1,564 .02%
Donald E. Moran 95,576 1.54%
I. Robert Rudy 28,943 .47%
James F. Scarpelli, Sr. 97,051 (3) 1.57%
Karen F. Spiker 5,272 .08%
Richard G. Stanton 13,940 .23%
Robert G. Stuck 1,837 .03%
Frederick A. Thayer, III 50,911 .82%
Directors & Executive Officers
As a group (19 persons) 463,598 7.48%
(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 708,188 shares held in the nominee 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 71,415 shares held by the Trust Department
of FUNBT in revocable, living trusts established for the family
of James F. Scarpelli, Sr. as to which Mr. Scarpelli has no voting
rights.
(4) Does not include 50,130 shares established for the family
members (other than members of his household) of John L. Conway
as to which Mr. Conway has no voting rights.
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
The Board has set the number of directors at nineteen (19).
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 1997. 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.
NAME Age Occupation During Past Director Since
(As of 12/31/95) Five Years
David J. Beachy 55 Vice President, 1985
Fred E. Beachy
Lumber Co., Inc.,
Building Supplies
Donald M. Browning 70 Chairman of the 1985
Board, Browning's,
Inc., Retail Groceries
Rex W. Burton 61 Owner & President, 1992
Burtons, Inc., Dry Goods
John L. Conway 75 Banker, Retired 1986 1985
Paul Cox, Jr. 56 President, Antietam
Business Equipment 1993
Richard D. Dailey, Jr. 39 President, Cumberland
Electric Company 1995
William B. Grant 42 Executive Vice President
and Secretary, 1995
First United Corporation,
Executive Vice President,
First United National
Bank & Trust
Maynard G. Grossnickle 63 Farmer, Retired _____ (1)
Raymond F. Hinkle 58 Tax Consultant _____ (1)
Robert W. Kurtz 49 Executive Vice President
and Treasurer, 1990
First United Corporation,
Executive Vice President,
First United National
Bank & Trust
(2)
<PAGE>
NAME Age Occupation During Past Director Since
(As of12/31/95) Five Years
Andrew E. Mance 81 Physician 1985
Elaine L. McDonald 48 Vice President, 1995
Alpine Village / Silver
Tree Inn
Donald E. Moran 64 Secretary/Treasurer, Moran
Coal Company 1988
I. Robert Rudy 43 Owner, Rudy's Dept.Store, 1992
Dry Goods
James F. Scarpelli, Sr.81 Owner, Scarpelli Funeral
Home 1985
Karen F. Spiker 44 Real Estate Broker, A &
A Realty/ 1992
Better Homes and Gardens
Richard G. Stanton 56 Chairman of the Board,
President and CEO , 1985
First United Corporation
and First United National
Bank & Trust
Robert G. Stuck 50 Vice President, Oakview
Motors, Inc. 1995
Frederick A. Thayer, III 62 Chief Judge of the Fourth Circuit
Circuit Court of Maryland _____ (2)
(1) Messrs. Grossnickle and Hinkle, have been directors of Myersville Bank,
which was acquired by the Company in 1993.
(2) Frederick A. Thayer, III, served as director of First National Bank of
Oakland from 1963 to 1976. Mr. Thayer's retirement from judgeship will be
effective April 30, 1996.
The Board of Directors recommends that shareholders vote "FOR"such nominees.
Attendance at Board Meetings
During 1995 the Board of Directors of the Company held fifteen meetings.
All incumbent directors who are nominees for reelection attended at least 75%
of the Board Meetings and meetings of each committee of the Board on which such
director served, with the exceptions of Donald M. Browning, John L. Conway, and
Donald E. Moran, who attended 67%, 60%, and 73% 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 committees. Among those committees are the
Audit, Asset and Liability Management, Executive 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-officio member of all committees, except the Audit Committee.
Audit Committee - The Audit Committee, which consists of David J. Beachy,
Paul Cox, Jr., Donald E. Moran, and 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 1995.
Asset and Liability Managemt Committee- This committee reviews and
recommends changes to the Company's Asset and Liability, Investment, Liquidity,
and Capital Plans. The Asset and Liability Management Committee met four times
in 1995. Members of the committee are Paul Cox, Jr., Andrew E. Mance, Elaine L.
McDonald, Donald E. Moran, Robert G.Stuck, and director emeritus, Bowie Linn
Grant, a non voting menber.
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, 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 Committee met two times in
1995. Members of the committee are David J. Beachy, Donald M. Browning, John L.
Conway, Paul Cox, Jr., I. Robert Rudy, and Karen F. 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 four times in 1995. Members of this committee
are John L. Conway, Paul Cox, Jr., Elaine L. McDonald, Donald E. Moran, I.
Robert Rudy, Karen F. Spiker, and director emeritus, Bowie Linn Grant, a non
voting member.
(3)
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL NO.2)
Subject to ratification by shareholders, the Board of Directors has
reappointed Ernst & 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 paid only to directors who are not executive officers
of the Company. 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.
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, 1995.
Name and All other
Principal Position Year Salary Bonus Compensation
(1) (2) (3) (4) (5)
Richard G. Stanton 1995 $157,596 $0 $14,929
Chairman of the Board, 1994 158,024 46,889 20,068
President and CEO 1993 158,939 18,637 19,463
Robert W. Kurtz 1995 $107,196 $0 $ 7,296
Executive Vice President 1994 107,372 30,621 11,311
and Treasurer 1993 107,396 17,945 10,187
William B. Grant 1995 $107,196 $0 $10,478
Executive Vice President 1994 95,672 27,193 13,237
and Secretary 1993 95,196 17,945 12,567
(1) Salary amounts for 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) Includes (i) basic and matching contributions made by the Company for
Mr. Stanton under the Company's Profit Sharing Plan of $14,119,
$18,826, and $18,430 for fiscal years 1995, 1994, and 1993,
respectively, and (ii) contributions made by the Company under the
Employee Stock Ownership Plan of $810, $1,242, and $1,026 for fiscal
years 1995, 1994, and 1993, respectively.
(3) Includes (i) basic and matching contributions made by the Company for
Mr. Kurtz under the Company's Profit Sharing Plan of $6,742, $10,433,
and $9,520 for fiscal years 1995, 1994, and 1993, respectively, and
(ii) contributions made by the Company under the Employee Stock
Ownership Plan of $554, $878, and $662 for fiscal years 1995, 1994,
and 1993, respectively.
(4) Includes (i) basic and matching contributions made by the Company for
Mr. Grant under the Company's Profit Sharing Plan of $9,935, $12,430,
and $11,899 for fiscal years 1995, 1994, and 1993, respectively, and
(ii) contributions made by the Company under the Employee Stock
Ownership Plan of $543, $807,and $478 for fiscal years 1995, 1994, and
1993, respectively.
(5) Each of Messrs. Stanton, Kurtz, and Grant has in excess of seven years
of credited service under the respective plans, and is therefore 100%
vested.
Executive 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 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. 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 othermembers 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
(4)
<PAGE>
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 measurers 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. The
goals established at the beginning of fiscal year 1995 were not met, and
accordingly, bonuses were not awarded.
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 the failure of the Company to achieve its 1995 net earning objectives
resulted from the costs associated with the internal restructuring and the
merger of all three subsidiary banks into one, that these costs represented an
investment in the Company's future, and that the benefits associated with the
bank consolidation would be realized by the Company in future years through more
efficient operations. The Committee also recognized that, on an operational
basis, in 1995 revenues increased due to solid loan growth, and charge-offs
decreased. After taking these items into consideration, the committee opted to
keep Mr. Stanton's base pay the same in 1996 as in 1995, and because of the
intent of the Committee to align the accomplishments of management with the
interests of the Company's shareholders, no bonus was granted for 1995.
EXECUTIVE COMMITTEE
BY: David J. Beachy
Donald M. Browning
John L. Conway
Paul Cox, Jr.
I. Robert Rudy
Karen F. Spiker
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,
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.
Year Total NASDAQ First United Corp. NASQAQ Banks
- --------------------------------------------------------------------
1990 $100.00 $100.00 $100.00
1991 $160.56 $100.00 $164.09
1992 $186.87 $126.67 $238.85
1993 $214.51 $233.59 $272.40
1994 $209.69 $210.23 $271.41
1995 $296.30 $160.18 $404.35
Shareholder return is calculated and presented on the basis of $100.00 invested
at December 31, 1990.
(5)
<PAGE>
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 30YEARS 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 1995. 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
RETIREMENT
- ----------------------------------------------------------------------------
Richard G. Stanton $202,597 44 Years $ 96,800
Robert W. Kurtz 138,435 38 Years 77,305
William B. Grant 135,770 40 Years 79,646
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 1995. 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, 1995, 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 33 days late by Mr. Beachy; one
report was filed approximately 12 days late by Mr. Browning; one report was
filed approximately 6 days late by Ms. McDonald; one report was filed
approximately 33 days late by Mr. Moran; and two reports were filed
approximately 31 and 46 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 properly be brought
before the meeting. In such event, 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)
<PAGE>
FIRST UNITED CORPORATION
Oakland, Maryland
Notice of Annual Shareholders' Meeting
March 22, 1996
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 23, 1996, at 3:00 p.m.
The purposes of the meeting are to (i) elect nineteen (19) Directors to
serve for the ensuing year, (ii) to ratify the accounting firm of Ernst & Young,
LLP 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 15, 1996, 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
<PAGE>
FIRST UNITED CORPORATION
March 22, 1996
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 23,
1996, 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,
/S/ RICHARD G. STANTON
RICHARD G. STANTON
Chairman of the Board
President and Chief Executive Officer
<PAGE>
PROXY
FIRST UNITED CORPORATION
P.O. Box 9
Oakland, MD 21550-0009
The undersigned hereby appoints William L. Graham and Joe Howell,
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 15, 1996, at the annual meeting of shareholders to be held on April 23,
1996 or any adjournment thereof.
( Please sign 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 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 ofmaturities. 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.
<PAGE>
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 Raymond F. Hinkle Karen Spiker
Rex W. Burton Robert W. Kurtz
I. Robert Rudy Richard G.Stanton
John L. Conway Andrew E. Mance
Robert G. Stuck Frederick A. Thayer,III
Paul Cox Jr. Maynard G. Grossnickle
--------- ---------- 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.
- ------------------------------------------
Signature(s)
- ------------------------------------------
Signature(s)
- ------------------------------------------
Date
NOTE: 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 other entity
please sign in full corporate or entity name by authorized person.
FOLD AND DETACH HERE
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