<PAGE> 1
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 9, 1996
CORTLAND BANCORP
194 WEST MAIN STREET
CORTLAND, OHIO 44410
March 15, 1996
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that, pursuant to call of its
Directors, the regular Annual Meeting of Shareholders (the "Annual Meeting") of
Cortland Bancorp (the "Corporation") will be held at the Corporation's
principal office, 194 West Main Street, Cortland, Ohio, 44410, Tuesday, April
9, 1996, at 7:00 P.M., for the purpose of considering and voting upon the
following matters:
1. To elect Directors; and
2. To transact such other business as may
properly be brought before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on March
1, 1996, shall be entitled to notice of the meeting and to vote at the meeting
or at any adjournment thereof.
By Order of the Board of Directors
/s/ Dennis E. Linville
Dennis E. Linville
Secretary
WE URGE YOU TO MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON.
<PAGE> 2
CORTLAND BANCORP
194 W. MAIN STREET
CORTLAND, OHIO 44410
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Cortland Bancorp, an Ohio Corporation
(the "Corporation"), of Proxies in the accompanying form to be voted at the
Annual Meeting of Shareholders (the "Annual Meeting") of the Corporation to be
held on April 9, 1996, at 7:00 P.M., at the principal office of the
Corporation, 194 W. Main Street, Cortland, Ohio 44410. This Proxy Statement and
Proxy are first being sent to Shareholders on or about March 15, 1996.
All costs of solicitation of the Proxies will be borne by the
Corporation. Solicitation will be made by mail. Proxies may be further
solicited at no additional compensation by officers, directors, or employees of
the Corporation by telephone, written communication or in person. The
Corporation will reimburse banks, brokerage firms, and other custodians,
nominees, and fiduciaries for expenses reasonably incurred by them in sending
proxy material to the beneficial owners of shares of common stock of the
Corporation ("Common Shares"). No solicitation is to be made by specially
engaged employees or other paid solicitors.
A Proxy for use at the Annual Meeting accompanies this Proxy
Statement and is solicited by the Board of Directors of the Corporation. A
shareholder of the Corporation may use his Proxy if he is unable to attend the
Annual Meeting in person or wishes to have his Common Shares voted by proxy
even if he does attend the Annual Meeting. Without affecting any vote
previously taken, any shareholder executing a proxy may revoke it at any time
before it is voted by filing with the Secretary of the Corporation, at the
address of the Corporation set forth on the cover page of this Proxy Statement,
written notice of such revocation; by executing a later-dated proxy which is
received by the Corporation prior to the Annual Meeting; or by attending the
Annual Meeting and giving notice of such revocation in person. ATTENDANCE AT
THE ANNUAL MEETING WILL NOT, IN AND OF ITSELF, CONSTITUTE REVOCATION OF A
PROXY.
The Cortland Savings & Banking Company (the "Bank") is a
wholly-owned subsidiary of the Corporation.
VOTING
Only those shareholders of record at the close of business on
March 1, 1996, will be entitled to vote at the Annual Meeting. The holder of
Common Shares is entitled to one vote for each Common, and a fractional vote on
each fractional Common Share held on all matters including the election of
Directors.
<PAGE> 3
In the election of Directors, pursuant to Ohio law and the
Corporation's By-laws, the nominees receiving the greatest number of votes will
be elected. Common Shares as to which the authority to vote is withheld and
broker non-votes are not counted toward the election of Directors, or toward
the election of the individual nominees specified in the Proxy.
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of January 31, 1996,
certain information with respect to the only person known to the Corporation to
be the beneficial owner of more than five percent (5%) of the outstanding
Common Shares. The Common Shares represent the Corporation's only class of
stock.
<TABLE>
<CAPTION>
NAME & ADDRESS OF NUMBER OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED (1) PERCENT (2)
----------------- ------------------------ -----------
<S> <C> <C>
National City Bank 70,538(3) 6.79%
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3484
<FN>
1. Represents sole voting and investment power.
2. Based upon 1,039,011 outstanding Common Shares as of January
31, 1996.
3. Information regarding number of shares was received from
National City Bank verbally.
</TABLE>
ELECTION OF DIRECTORS
The Code of Regulations for the Corporation, adopted April 13,
1993, provides for a classified Board of Directors. Under Section 2.02(D) of
the Code of Regulations, the Board of Directors is divided into three classes
as nearly equal in number as the then fixed number of directors permits, with
the term of office of one class expiring each year. Each director will hold
office until the Annual Meeting for the year in which his term expires and
until his successor is duly elected and qualified, or until his earlier
resignation, removal from office or death.
2
<PAGE> 4
It is the intention of the persons named in the proxy to vote
for the election of P. Bennett Bowers, David C. Cole, and Dennis E. Linville.
All nominees are presently members of the Board of Directors.
All of the nominees have stated their willingness to serve and no reason is
presently known why any of the nominees would be unable to serve as a Director.
Each Proxy will be voted for such nominees unless the Proxy otherwise directs.
There are no family relationships among the executive officers
and/or Directors of the Corporation. Each of the nominees and Directors listed
below has furnished to the Corporation the information set forth with respect
to his principal occupation or employment and his beneficial ownership of
securities.
NOMINEES FOR ELECTION WHOSE TERMS WILL EXPIRE IN 1999
<TABLE>
<CAPTION>
PRINCIPAL COMMON SHARES PERCENT
OCCUPATION(S) BENEFICIALLY OF COMMON DIRECTOR
NAME & AGE SINCE 1991 OWNED1/31/96(1) SHARES(2) SINCE
---------- ---------- --------------- --------- --------
<S> <C> <C> <C> <C>
P. Bennett Bowers, Vice President & 4,257.871 (3) .41 1988
45 25% Owner Bowers
Insurance Agency,
Inc.
David C. Cole, General Manager, 440.000 (4) .04 1989
37 Clyde Cole
Cadillac until
1992, General
Manager, Cole
Valley Motor Co.
since 1992.
Dennis E. Linville, Executive Vice 1,902.777 (5) .18 1988
45 President, Corp.
Secy. of the
Corporation and
the Bank since
1987. Treasurer of
the Corporation
and the Bank from
1987-1992.
<CAPTION>
CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998
<S> <C> <C> <C> <C>
William A. Hagood, Owner & President, 2,118.676 .20 1972
64 Tri-City Mobile
Homes, Inc.
K. Ray Mahan, President, Mahan 26,579.760 (6) 2.56 1976
56 Packing Company.
</TABLE>
3
<PAGE> 5
CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998
<TABLE>
<CAPTION>
PRINCIPAL COMMON SHARES PERCENT
OCCUPATION(S) BENEFICIALLY OF COMMON DIRECTOR
NAME & AGE SINCE 1991 OWNED 1/31/96 SHARES SINCE
---------- ---------- ------------- --------- --------
<S> <C> <C> <C> <C>
Richard L. Hoover, Vice Pres. of 3,271.000 (7) .31 1980
64 Sales & Consul-
tant, Apollo Com-
munications Sys-
tems, Inc. 1989-
1992; Consultant
& Sales Mgr, VMX,
Inc, 1992 & 1993;
Consultant & Major
Acct. Exec, VMX Inc.
1993 to 1994.
Rodger W. Platt, President & Chair- 7,562.732 (8) .73 1974
60 man of the Board
of the Corp. and
President, Chair-
man of the Bank
since 1987.
<CAPTION>
CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 1997
<S> <C> <C> <C> <C>
George E. Gessner, Attorney at Law, 4,636.018 (9) .45 1987
51 Gessner, Platt &
Dull Co. L.P.A.
James E. Hoffman,III, Attorney & Presi- 588.145 .06 1984
44 dent Hoffman &
Walker Co. L.P.A.
Timothy K. Woofter, Exec. Vice Pres.of 7,407.175 .71 1985
45 Stanwade Metals
Prod. until 6/1/94.
From June of 1994
to present, Presi-
dent of Stanwade
Metals Prod.
Executive Officers 60,954.558 (10) 5.87
and Directors as a
Group (12 Persons)
<FN>
(1) Represents sole voting and investment power unless otherwise
indicated.
(2) Based upon 1,039,011 of the Corporation's Common Shares outstanding as
of January 31, 1996.
(3) Includes 3,214 Common Shares held in a voting trust of which Mr. P.
Bennett Bowers is the trustee and Mr. Paul C. Bowers is the beneficial
owner. The amount also includes 103 Common Shares owned by Laraine
Bowers, Mr. P. Bennett Bowers' wife, in a self-directed IRA.
</TABLE>
4
<PAGE> 6
(4) Includes 55 Common Shares owned by Marian Cole, Mr. Cole's wife, 118
Common Shares held by Marian Cole for Christopher Cole, and 24 Common
Shares held by Marian Cole for Jonathan David Cole, Mr. Cole's
children.
(5) Includes 57.475 Common Shares owned by Erin Linville and 63.207 Common
Shares owned by Brandon Linville, Mr. Linville's children.
(6) Includes 6,679.802 Common Shares owned by Nancy Mahan, Mr. Mahan's
wife and 1,610.196 Common Shares owned by Jill Mahan, Mr. Mahan's
child.
(7) Includes 1,660 Common Shares owned by Marlene Hoover, Mr. Hoover's
wife.
(8) Includes 297 Common Shares owned by Marie Platt, Mr. Platt's wife, 129
Common Shares held by Julie Platt, and 129 Common Shares owned by Mark
Platt, Mr. Platt's children. The amount also includes 17.691 shares
owned by Julie Platt in a 401(k) Plan.
(9) Includes 2,960 Common Shares held in a voting trust of which Mr.
George Gessner is the trustee and Mr. John F. Gessner is the
beneficial owner.
(10) See notes (1) through (9).
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Corporation held eight (8)
meetings during the fiscal year ended December 31, 1995. Every Director,
except William A. Hagood, attended at least 75% of the aggregate of (1) the
total number of meetings of the Board of Directors, and (2) the total number of
meetings held by all committees of the Board on which he served.
The Corporation's Board of Directors does not have committees.
The Bank's Board of Directors has an Audit Committee, which met five (5) times
in 1995. Timothy Woofter attended five (5) meetings, David Cole attended five
(5) meetings and P. Bennett Bowers attended five (5) meetings. The functions
performed by the Audit Committee include the following: (1) to recommend to
the Board of Directors independent accountants for the coming year; (2) to
ensure that all director examinations and audits are in compliance with
statutory requirements; (3) to review and approve the audit plan of the
external auditors; (4) to review non-audit services performed by external
auditors; (5) to determine that a competent internal audit organization exists
to meet the needs of the Corporation and the Bank; (6) to review and approve
the audit plan submitted by the General Auditor; (7) to receive periodic
reports from the General Auditor regarding the completion of the audit schedule
and the results of reviews performed by the internal audit function; (8) to
receive on an annual basis a summary of internal audit activities, including a
summary of the status of significant items disclosed during the year and an
opinion on the adequacy of the organization's system of internal controls;
5
<PAGE> 7
(9) to review and approve audit policies; (10) to review the results of
regulatory examinations and receive periodic updates on management's efforts to
address any noted deficiencies or recommendations; (11) to review with
representatives of the external audit firm periodic accounting and financial
reports and to review the contents of the management letter issued by the
external audit firm; and (12) to evaluate with the auditors and management the
Corporation's and the Bank's compliance with banking regulations, other
pertinent laws and internal guidelines on employee conduct and conflicts of
interest.
The Executive Compensation Committee consists of three members of the
Bank's Board of Directors, Richard L. Hoover, K. Ray Mahan and David C. Cole,
and the Bank's Director of Human Resources, Stephen A. Telego, Sr. (Every
member of the Executive Compensation Committee attended at least 75% of the
committee's meetings during 1995.) The Corporation does not compensate its
employees. Instead, all employees of the Corporation are compensated in their
capacities as employees of the Corporation and the Bank. It is the
responsibility of the Executive Compensation Committee to establish and
administer the Bank's compensation policies and evaluations for its executive
officers.
Neither the Corporation nor the Bank has a Nominating Committee.
REMUNERATION OF OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
- ----------------------
The following table sets forth cash compensation paid by the
Bank to Rodger W. Platt, President and Chairman of the Board of Directors of
the Corporation and President and Chairman of the Bank, for services performed
for the Corporation and the Bank. Mr. Platt is the only executive officer of
the Corporation to earn salary and bonus in excess of $100,000, for the three
fiscal years ended December 31, 1995.
6
<PAGE> 8
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
ANNUAL ALL OTHER
COMPENSATION COMPENSATION
- -----------------------------------------------------------------------------------------------
NAME AND
PRINCIPAL
POSITION YEAR SALARY ($)(1) ($)(2)(3)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rodger W. Platt, 1995 $ 151,269 $12,033.12
President and Chairman of 1994 126,388 10,062.00
the Board of the Corporation 1993 115,644 4,386.00
and President, Chairman and
CEO of the Bank
<FN>
(1) The salary amounts listed for each of the above years include $6,000
in Directors' fees for serving as a Director of the Bank.
(2) Includes Profit Sharing paid to employees December 31, 1995. Mr.
Platt's share of the profit was calculated with the same formula used
for all employees.
(3) Includes a combination of non-elective contributions for Mr. Platt and
employer matching of employee contributions up to two percent (2%) of
salary under the Bank's 401(k) plan.
</TABLE>
DIRECTORS' COMPENSATION
- -----------------------
The Directors of the Corporation do not receive remuneration for their
service to the Corporation; however, the same persons that serve as Directors
for the Corporation serve as Directors for the Bank. In 1995, each non-employee
("outside") Director for the Bank received fixed compensation for serving as a
Director at the rate of $750 per month. Each employee ("inside") Director for
the Bank received fixed compensation for serving as a Director at the rate of
$500 per month. Neither the inside nor the outside Directors received any
additional amounts for participation at Board of Directors' meetings, committee
participation or special assignments.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Corporation and the Bank retained the legal services of Hoffman &
Walker Co., L.P.A. during 1995. James E. Hoffman, III, is a member of the
Corporation's Board of Directors. Mr. Hoffman is also a member of Hoffman &
Walker Co., L.P.A. The amount of fees paid to Hoffman & Walker Co., L.P.A. by
the Corporation and the Bank during 1995 was $16,363.60, which was
approximately nine percent (9%) of the law firm's gross revenues during 1995.
The Corporation and Bank also retained the legal services of Gessner,
Platt & Dull Co., L.P.A. Mr. George E. Gessner is a member of the
Corporation's Board of Directors. Mr. Gessner is also a member of Gessner,
Platt & Dull Co., L.P.A. The amount of fees paid to Gessner, Platt & Dull Co.
L.P.A. by the Corporation and the Bank during 1995 was less than five percent
(5%) of the law firm's gross revenues during 1995.
7
<PAGE> 9
REPORT ON EXECUTIVE COMPENSATION
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
CORPORATION'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT
MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN
WHOLE OR IN PART, THIS REPORT AND THE GRAPH SET FORTH ON PAGE 10,
SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
The executive officers of the Corporation receive no compensation from
the Corporation. Instead, they are paid by the Bank for services rendered in
their capacity as executive officers of the Corporation and the Bank.
Pursuant to the compensation program, the executive officers of the
Bank, including Mr. Platt, are evaluated on their performance. The ratings
range from a top score of 5, which is a superior rating; to a rating of 1,
which represents a low rating, deficiency of job performance. The major areas
of performance measurements are Job Knowledge/Information, Work Quality,
Accuracy, Initiative, Originality, Customer Relations, Priority Setting,
Ability To Provide Instruction to Staff, Subordinate Feedback and Overall
Evaluation.
In addition, key responsibilities and duties of the position are
measured. For Mr. Platt, those key responsibilities are leadership, direction
and guidance of Bank activities; keeping the Board of Directors informed on all
significant Bank activities; initiating recommendations to the Board regarding
competition, organizational changes, new products, and expansion of service
area; communicating policies and goals to officers and department heads as well
as monitoring employee morale; striving to maintain "esprit de corps" at a
level conducive to high productivity; delegating responsibility; reviewing and
evaluating performance of senior officers in carrying out their
responsibilities; ensuring integrity of Bank assets; cultivating relationships
with customers, the community and other bankers in order to monitor the needs
of the marketplace and the services provided by competitors; maintaining
relationships with shareholders of the Corporation and the outside financial
community; exploring potential bank and non-bank business opportunities for
enhancing profitability; and providing guidance and direction for an on-going
strategic planning process.
At its March 7, 1995 Committee meeting, the Executive Compensation
Committee reviewed the self-evaluation of Rodger W. Platt. The Committee was
in concurrence with Mr. Platt's self-evaluation of a rating of a four (4) which
is "above expected" and made a recommendation to the Board of Directors for its
review and acceptance.
The Executive Compensation Committee approved and recommended to the
Board of Directors to forgo the usual matrix adjustment for Mr. Platt.
Instead, it was recommended by
8
<PAGE> 10
Mr. Hoover, after consultation with the Director of Human Resources, that Mr.
Platt's salary be adjusted as close as feasibly possible to the market rate for
his job grade.
The amount of $145,000.00 annually was proposed and agreed upon by the
entire Committee.
Therefore, the Executive Compensation Committee recommended to the
Board of Directors that Mr. Platt's salary be established at $145,000.00
annually.
The above Executive Compensation Committee recommendations were made
to the entire Board on March 14, 1995 and were approved by the Board for
immediate implementation, effective March 1, 1995.
THE EXECUTIVE COMPENSATION COMMITTEE
Board Members
-------------
Richard L. Hoover
K. Ray Mahan
David C. Cole
Advisor
-------
Stephen A. Telego, Sr.
Director of Human Resources
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG CORTLAND BANCORP, THE S&P 500 INDEX AND
SNL SECURITIES INDEX OF BANKS ASSET-SIZE UNDER $500M
The graph on the following page sets forth a comparison of five year
cumulative total return among the Common Shares, the Standard & Poor's Index
("S&P 500 Index") and the SNL Securities Index of Banks Asset-size under $500M
for the fiscal years indicated. Information reflected on the graph assumes an
investment of $100 on December 31, 1990, in each of Common Shares, the S&P 500
Index and the SNL Securities Index. Cumulative total return assumes
reinvestment of dividends. The Corporation is not among the banking companies
included in the SNL Securities Index.
9
<PAGE> 11
[FIGURE]
CORTLAND BANCORP
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
Among Cortland Bancorp, S&P INDEX AND SNL <$500M Bank Index
<TABLE>
<CAPTION>
Period Cortland SNL<500M
Ending Bancorp Bank Index S&P 500
<S> <C> <C> <C>
12/31/90 100.00 100.00 100.00
12/31/91 70.89 138.00 130.48
12/31/92 95.20 194.18 140.41
12/31/93 109.85 226.91 154.57
12/31/94 137.24 230.34 156.29
12/31/95 184.09 297.62 210.57
</TABLE>
<PAGE> 12
INDEBTEDNESS OF AND TRANSACTIONS WITH MANAGEMENT
Some of the Directors, officers and affiliates of both the Corporation
and the Bank are customers of and have banking transactions with the Bank. All
of these transactions were in the ordinary course of the Bank's business during
1995 and up to the present time. All loans and commitments to loan included in
such transactions 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 other persons and, in the opinion of
the management of the Corporation, do not involve more than a normal risk of
collectibility or present other unfavorable features.
REPORTING PURSUANT TO SECTION 16 OF SECURITIES EXCHANGE ACT
Under the securities laws of the United States, the Corporation's
Directors, executive officers, and persons holding more than ten percent of the
Common Shares are required to report their ownership of the Common Shares and
any changes in that ownership to the Securities and Exchange Commission (the
"Commission"). The Corporation is required to report in this Proxy Statement
any omissions from such reports during the last fiscal year. According to the
records of the Corporation, all of these filing requirements were satisfied by
the Corporation's Directors and officers. In making these statements, the
Corporation has relied upon the written representations of its Directors and
officers and copies of the reports that they have filed with the Commission.
AUDITING MATTERS
On February 8, 1994, the Board of Directors of the Corporation and the
Bank engaged the independent accounting firm of Packer, Thomas and Company to
audit the consolidated financial statements for the periods ending December 31,
1995 and December 31, 1994. The independent accounting firm of Crowe Chizek and
Company, which had audited the consolidated financial statements as of December
31, 1993, was dismissed effective as of February 4, 1994, the date of the
firm's issuance of the Report of the Independent Auditors. The reports of
Packer, Thomas and Company on the Corporation's financial statements for the
years ended December 31, 1994 and December 31, 1995, do not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
Neither representatives of Crowe Chizek and Company nor
representatives of Packer Thomas and Company are expected to be in attendance
at the Annual Meeting.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may
come before the Annual Meeting. However, if any other matters requiring a vote
of shareholders are properly presented to the meeting, it is intended that
Proxies in the accompanying form will be voted on
11
<PAGE> 13
such other matters in accordance with the recommendations of the Board of
Directors or in accordance with their best judgment on such matters.
ANNUAL REPORT
The 1995 Annual Report, including the required audited financial
statements of the Corporation and related financial information, is enclosed
with this proxy soliciting material.
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS MAILED TO
THE SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE WITHOUT CHARGE
UPON WRITTEN REQUEST OF A SHAREHOLDER. PLEASE ADDRESS YOUR REQUEST TO
DENNIS E. LINVILLE, SECRETARY, CORTLAND BANCORP, 194 WEST MAIN STREET,
CORTLAND, OHIO 44410. [P.O. BOX #98], TELEPHONE (330) 637-8040.
PROPOSALS BY SHAREHOLDERS FOR 1997 MEETING
If any shareholder of the Corporation wishes to submit a proposal to
be included in next year's Proxy Statement and acted upon at the annual meeting
of the Corporation to be held in 1997, the proposal must be received by the
Corporation prior to the close of business on November 15, 1996.
MISCELLANEOUS
You are urged to mark, date, sign, and return your proxy promptly. For
your convenience, a self-addressed envelope is enclosed on which no postage is
required if mailed in the United States.
By Order of the Board of Directors
/s/ Dennis E. Linville
Dennis E. Linville
Secretary
March 15, 1996
12
<PAGE> 14
FORM OF PROXY
CORTLAND BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CORTLAND BANCORP
The undersigned holder of Common Shares of Cortland Bancorp. (The
"Corporation") hereby appoints George E. Gessner, James E. Hoffman III, and
Timothy K. Woofter, or any of them, each with power of substitution, as his
proxies to attend the Annual Meeting of Shareholders of the Corporation to be
held on Tuesday, April 09, 1996 at 7:00 p.m. at the Corporation's principal
office, 194 West Main Street, Cortland, Ohio, to vote as designated below upon
the following matters:
(1) FOR election as Directors WITHHOLD AUTHORITY
of all nominees listed below. to vote for all nominees
listed below.
-------------- ----------------
P. Bennett Bowers, David C. Cole, Dennis E. Linville
(INSTRUCTIONS: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
--------------------------------------------
(2) In their discretion, the proxies are authorized to vote on the
transaction of such other business as may properly come before the meeting.
________FOR ________AGAINST ________ABSTAIN
The Corporation's Board of Directors is not aware of any other matters that
will be presented for action at said meeting.
SHARES WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, SHARES WILL
BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES LISTED IN ITEM (1), AND, AT
THE DISCRETION OF THE PROXIES, ON ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE
THE MEETING.
Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement is
hereby acknowledged.
Please sign, date, and return this proxy promptly in the enclosed envelope.
Date: ______________________, 1996
Signed:_________________________________
Signed:_________________________________
Please sign exactly as the name appears
hereon. If executor, trustee, etc.,
give full title. If shares are
registered in two names, both
shareholders should sign.
