SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Hudson Chartered Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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<PAGE>
April 2, 1997
Dear Shareholder:
We are pleased to enclose your Notice of Annual Meeting of Shareholders,
Proxy Statement, and proxy for the Annual Meeting of Shareholders of Hudson
Chartered Bancorp, Inc. to be held on Thursday May 1, 1997, at 9:00 a.m. Eastern
Time at the Sheraton Civic Center Hotel, 40 Civic Center Plaza, Poughkeepsie,
New York.
The matters scheduled for consideration at the meeting are described in
detail in the Notice of Annual Meeting of Shareholders and the Proxy Statement.
In order to make sure that your vote is represented, please indicate your vote
on the enclosed proxy form, date and sign it, and return it in the enclosed
envelope. If you attend the meeting in person, you may revoke your proxy at the
meeting and vote in person.
We look forward to meeting our shareholders and welcome the opportunity to
discuss the business of your company with you.
Sincerely,
T. Jefferson Cunningham III John Charles VanWormer
Chairman President
<PAGE>
April 2, 1997
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 1, 1997
Dear Shareholder:
Notice is hereby given that the Annual Meeting of Shareholders of Hudson
Chartered Bancorp, Inc. will be held at the Sheraton Civic Center Hotel, 40
Civic Center Plaza, Poughkeepsie, New York, on Thursday, May 1, 1997 at 9:00
a.m. Eastern Time for the purpose of considering and acting upon the following
matters:
1. The election of four directors to serve a term of three years and one
director to serve a term of two years, in each case until their successors are
elected and qualified; and
2. Such other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof.
Shareholders of record of common stock at the close of business on March
31, 1997 are entitled to receive notice of, and to vote at, the Annual Meeting
and at any adjournments or postponements thereof.
Your vote is important regardless of the number of shares you own. Even
though you may plan to attend the Annual Meeting, you are requested to sign,
date and return the enclosed proxy without delay in the enclosed postage-paid
envelope. You may revoke your proxy at any time prior to the Annual Meeting. Any
shareholder present at the Annual Meeting or at any adjournments or
postponements thereof may vote personally on each matter brought before the
Annual Meeting.
If you have any questions or require assistance, please call the
undersigned at (914) 471-1711.
By Order of the Board of Directors
Nancy Behanna
Corporate Secretary
<PAGE>
April 2, 1997
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 1, 1997
The enclosed proxy is being solicited by the Board of Directors of Hudson
Chartered Bancorp, Inc. ("Hudson Chartered" or the "Corporation") for use at the
Annual Meeting of shareholders to be held May 1, 1997, or at any adjournments or
postponements thereof. The Annual Meeting will be held at 9:00 a.m. Eastern Time
at the Sheraton Civic Center Hotel, 40 Civic Center Plaza, Poughkeepsie, New
York.
The proxy statement and form of proxy were first mailed to shareholders on
or about April 2, 1997.
The Board of Directors has fixed the close of business on March 31, 1997 as
the record date for determining shareholders entitled to receive notice of and
to vote at the meeting. On that date, there were issued and outstanding
4,732,057 shares of the Corporation's common stock, $.80 par value per share
("Common Stock"). The holders of the Common Stock are entitled to one vote per
share. Shares may not be voted at the Annual Meeting unless the shareholder is
present or represented by proxy. The presence in person or by proxy of the
holders of a majority of the outstanding shares of Common Stock will constitute
a quorum for the transaction of business at the Annual Meeting.
All delivered properly executed proxies will be voted at the Annual Meeting
in accordance with instructions, if any. Unless otherwise directed, proxies will
be voted in favor of the election as directors of the persons named as nominees
under "ELECTION OF DIRECTORS." The enclosed proxy is revocable at any time prior
to the actual voting of such proxy by giving notice of such revocation, by
delivering a later dated proxy or by the vote of the shareholder in person at
the Annual Meeting.
ELECTION OF DIRECTORS
Nominees for Director and Continuing Directors
The Bylaws of the Corporation provide that the number of directors shall be
not fewer than five nor more than twenty-five, as from time to time shall be
determined by the Board of Directors. The Board has acted to fix the total
number of directors at 14 through the date of the Annual Meeting, and at 13
thereafter to give effect to the retirements of Jack A. McEnroe and James R.
Williams, and the nomination of Randolph L. Williams, as directors of the
Corporation effective as of the date of the Annual Meeting. The Board of
Directors is divided into three classes, as nearly equal in number as possible.
Each class serves for a three-year term. Each Director shall serve until his or
her successor shall have been elected and shall qualify, even though his or her
term of office has otherwise expired, except in the event of his or her earlier
resignation, removal or disqualification.
<PAGE>
At the Annual Meeting, four nominees are to be elected as Class 1 directors
for a term of three years, and one nominee is to be elected as a Class 2
director, which has a remaining term of two years. The Board's nominees for
these positions are named in the table below. With the exception of Randolph L.
Williams, all of the nominees named below are now directors of the Corporation.
All of the nominees named below have consented to being named in this proxy
statement and to serve if elected. The Board of Directors has no reason to
believe that any nominee will be unavailable or unable to serve as a director,
but if for any reason any nominee should not be available or able to serve, the
proxy will be voted by the persons acting under the proxy in accordance with the
recommendations of the Board of Directors, or the size of the Board may be
reduced to eliminate such vacancy.
Under the New York Business Corporation Law, directors shall be elected by
a plurality of the votes cast at the Annual Meeting. Accordingly, the nominees
for director receiving the highest number of votes would be elected, regardless
of whether such votes constitute a majority of the shares represented at the
Annual Meeting. Broker non-votes (arising from the absence of discretionary
authority on the part of a broker-dealer to vote shares of Common Stock held in
street name for customer accounts) will be counted as present for the purpose of
determining the existence of a quorum but will not have an effect on the outcome
of the vote for the election of directors.
The Board of Directors recommends a vote "FOR" each of the Board's nominees
for election as a director of the Corporation.
The following table sets forth, for each nominee and each incumbent
director whose term will continue after the Annual Meeting, the name of such
person, his age on January 1, 1997, his principal occupation, the year he first
became director of the Corporation or a predecessor, and the year that his
current term expires. All nominees and continuing directors have held the
position indicated or another senior executive position with the same entity or
one of its affiliates or a predecessor corporation for at least the past five
years.
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<PAGE>
<TABLE>
<CAPTION>
Director
Name Age Principal Occupation During the Last 5 Years Since
- ---- --- -------------------------------------------- -------
CLASS 1: NOMINEES FOR TERMS TO EXPIRE IN 2000
<S> <C> <C> <C>
R. Abel Garraghan 54 President, R.W. Garraghan, Inc. (real estate holding 1991
company); Chairman of the Board, Heritagenergy (home
heating oil distributor)
Warren R. Marcus 59 President, Warren Marcus Associates, Inc. and WRM 1993
Equity Management, Inc. (registered investment advisor)
Robert J. Marvin 69 Principal, Marvin & Marvin (Attorneys) 1985
Lewis J. Ruge 58 Chairman and President, Ruge's Oldsmobile, Inc. 1985
CLASS 2: NOMINEE FOR TERM TO EXPIRE IN 1999
Randolph L. Williams(1) 42 President, J&J Log and Lumber Corporation N/A
CLASS 2: DIRECTORS WHOSE TERMS WILL EXPIRE IN 1999
Robert M. Bowman 65 Retired Regional Manager, H.P. Hood, Inc. (dairy 1985
products)
T. Jefferson 54 Chairman & Chief Executive Officer of 1984
Cunningham III(2) the Corporation
Robert R. Fraleigh 65 Owner, Fraleigh Agency, Inc. (insurance agency) 1985
CLASS 3: DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998
H. Todd Brinckerhoff 63 President, Brinckerhoff & Neuville, Inc. (insurance agency) 1984
Edward vK. 61 Vice Chairman of the Corporation; Chairman of the Board 1984
Cunningham, Jr.(2) and President, George Gale Foster Corporation (holding
company); Partner (until January 1, 1995) and Counsel,
Van DeWater & Van DeWater (Attorneys)
Tyler Dann 54 President, Wesfair Agency Inc. (insurance agency) 1984
Robert L. Patrick 64 Retired Executive, IBM Corporation (computers and related 1988
products)
John Charles 48 President of the Corporation; President and Chief Executive 1985
VanWormer Officer of First National Bank of the Hudson Valley (the
"Bank")
</TABLE>
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(1) Mr. Randolph L. Williams is the son of James R. Williams, a director who is
not standing for reelection.
(2) Messrs. E. vK. Cunningham, Jr. and T.J. Cunningham III are brothers.
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<PAGE>
Board and Committees
Committees of the Corporation's Board of Directors include an Audit and
Finance Committee, a Personnel and Compensation Committee, and an Executive
Committee. Each committee is a joint committee with the Board of Directors of
the Bank. The Corporation's Board of Directors does not have a nominating
committee or a committee that performs similar functions.
The Audit and Finance Committee is responsible for monitoring and reviewing
the systems of internal control and the internal and external audit functions.
The Audit and Finance Committee reviews with the Corporation's independent
auditor significant accounting policies, the Corporation's compliance with laws
and regulations and assessments of the adequacy of internal controls. The Audit
and Finance Committee also monitors the audit department, and oversees
management's policies with respect to internal controls. The committee also
reviews the financial performance of the Corporation. The committee is presently
comprised of Messrs. Garraghan (Chairman), Bowman, Fraleigh, Patrick, Ruge, and
Cross (a member of the Board of the Bank only). The Audit and Finance Committee
met four times in 1996.
The Personnel and Compensation Committee is responsible for setting and
maintaining employment policies and procedures, a performance appraisal system,
and fixing compensation policy for all officers. See "COMPENSATION OF EXECUTIVE
OFFICERS -- Personnel and Compensation Committee Report on Executive
Compensation." The committee is presently comprised of Messrs. Bowman
(Chairman), Brinckerhoff, Marcus, Patrick, and Ruge. The Personnel and
Compensation Committee met six times in 1996.
The Executive Committee has the authority of the Board of Directors in the
management of the business of the Corporation between the dates of regular
meetings of the Board. The committee is presently comprised of Messrs. T.J.
Cunningham III (Chairman), VanWormer (Vice Chairman), Bowman, Brinckerhoff, E.
vK. Cunningham, Jr., Dann, Fraleigh, Marvin, McEnroe, Ruge, and Williams. The
Executive Committee met twelve times in 1996.
The Board of Directors of the Corporation met twelve times in 1996. In
1996, each director, except Mr. James Williams (due to physical incapacitation),
attended at least 75% of the combined total of meetings of the Board of
Directors and meetings of each committee on which such director served.
Compensation of Directors
Each director of the Corporation serves on the Board of Directors of the
Bank. Directors receive an annual retainer fee of $8,000 for their service on
the Board of the Bank and do not receive any additional compensation for their
service on the Board of the Corporation. In addition, the Vice Chairman of the
Corporation's Board of Directors and the Vice Chairman of the Bank's Board of
Directors each receives an additional annual retainer fee of $3,000, and the
Chairman of the Bank receives an additional annual retainer fee of $4,000.
Members of committees of the Board of Directors, except directors who are
employees, receive fees for each meeting attended of $250 ($400 for Executive
Committee meetings), and the Chairman of each such committee receives fees of
$500 for each such meeting attended.
During 1996, each director of the Corporation who had stock appreciation
rights relinquished such rights and retained the underlying options without
modification. This permitted the Corporation to reduce its compensation expenses
in connection with stock appreciation rights, and to reverse prior accruals for
such expenses.
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<PAGE>
Under a Directors Deferred Compensation Plan adopted in March 1996, all or
part of a director's board and committee fees may be deferred until termination
of service as a director. Such deferred amounts may be hypothetically invested
in a group of mutual funds or in a phantom stock investment that appreciates or
depreciates in the identical manner as does the Corporation's Common Stock.
COMPENSATION OF EXECUTIVE OFFICERS
Personnel and Compensation Committee Report on Executive Compensation
General
The Personnel and Compensation Committee ("Compensation Committee") of
Hudson Chartered is elected by the Board of Directors and consists of five
directors, none of whom is employed by the Corporation or the Bank. The
Compensation Committee operates as such for both the Corporation and the Bank,
and all of its members are directors of both entities. Although not members of
the Compensation Committee, T. Jefferson Cunningham III, Chairman and Chief
Executive Officer of the Corporation, John C. VanWormer, President of the
Corporation and President and Chief Executive Officer of the Bank, and Sherry
Tomaselli, Personnel Director of the Bank, attend Compensation Committee
meetings in a staff capacity. Messrs. Cunningham and VanWormer were not in
attendance when decisions were made concerning the terms and conditions of their
employment, performance evaluations, or compensation. The Personnel and
Compensation Committee met six times during 1996.
Base Compensation
In its efforts to attract and retain quality management, the Compensation
Committee seeks to establish competitive levels of compensation, relate pay to
the Corporation's performance, and recognize significant individual
contributions to the Corporation's profitability.
Executive Officers and Employees. During 1996, the Compensation Committee
reviewed the salary ranges for all positions in the Corporation utilizing third
party surveys of comparable institutions. Several minor changes were approved
for certain positions, but, broadly, the surveys indicated the Corporation's
salary ranges were fully competitive. The Compensation Committee also reviewed
certain features of its employee benefits program and lowered the vesting period
for employees' contributions to the Corporation's Thrift and Profit Sharing Plan
and Employee Stock Ownership Plan ("ESOP") from a seven-year graduated scale to
a five-year graduated scale. The Compensation Committee, at its meetings
throughout the year, approved salary increases to executive officers and members
of the Bank's Management Committee based on written performance approvals by
their supervising officer. (In this regard, the Compensation Committee changed
its scope of responsibility from covering all officers with the title of
Vice-President and above to covering only executive officers or similar senior
officers, which change was reflected in amendments to the bylaws of the
Corporation and the Bank.) The Compensation Committee, at its December 1996
meeting, also approved the extension of Executive Vice President Mr. Donald H.
Weber's employment agreement, with certain minor changes, for an additional
year. At a meeting in February 1997, the Compensation Committee permitted Chief
Financial Officer Paul A. Maisch's employment agreement automatically to extend
for a one year period without change.
Chief Executive Officer and President. Under the Corporation's current
policy, salary and benefit adjustments for the title levels of Executive Vice
President and above are made only every two years; accordingly, no such
adjustments were considered for the Chief Executive Officer or the President.
However,
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<PAGE>
pursuant to their contracts of employment, at the Compensation Committee's May
meeting, Mr. VanWormer's employment agreement was allowed to automatically renew
for another year, and Mr. Cunningham's employment agreement was extended for a
further year.
The compensation decisions regarding the Corporation's Chief Executive
Officer and President were made by the Compensation Committee and reported to
the board of directors. Neither the Chief Executive Officer nor the President
participated in any board or committee decision relating to their compensation
or evaluation.
Bonus Payments
In March 1997, the Compensation Committee awarded annual cash bonuses to
certain executive officers. The performance of the officers was evaluated by the
Corporation's Chief Executive Officer or President, and the performance
evaluations were then reviewed by the Compensation Committee. The performance
evaluations for the Chief Executive Officer and President were prepared by the
Compensation Committee, as described below. Based on the performance
evaluations, the executive officers were rated on a five-tier scale, and given a
rating of "outstanding", "above standard", "standard", "below standard", or
"marginal". The amount of the individual cash bonus, up to 30 percent of the
executive officer's base salary, then was determined based on a comparison of
the executive officer's base salary to the salary range for his position; total
cash compensation paid in prior years; and a subjective evaluation of the
officer's performance against qualitative and quantitative individual position
goals which were established during the Corporation's annual budget process in
consultation with the Corporation's Chief Executive Officer and President, and
reviewed by the Board of Directors.
The Compensation Committee also awarded bonuses to the Chief Executive
Officer and President based on a performance evaluation conducted the
Compensation Committee utilizing written performance assessments by the Chairmen
of the appropriate committees of the board. (In the case of Mr. Cunningham, the
Chairmen of the Audit and Finance, and Investment Committees; in the case of Mr.
VanWormer, the Chairmen of the Executive, Audit and Finance, Loan Review, Trust,
CRA, and Facilities Committees. Because Mr. Cunningham is Chairman of the
Executive Committee, each other member of that committee submitted a written
performance assessment on him directly to the Compensation Committee.)
In making its determinations, the Compensation Committee considered, but
did not formally weigh, the following factors: the Corporation's performance in
the officer's principal areas of responsibility, the extent to which each
officer played a leadership role in developing and evaluating the issues facing
the Corporation, and the extent to which policies and decisions of the Board
were effectively supported and implemented by each individual.
In accordance with the Executive Officer Compensation Plan, the
Compensation Committee may award a cash bonus of 5% to 15% for "above standard"
individual performance, and 10% to 30% for "outstanding" individual performance.
Accordingly, the Compensation Committee awarded bonuses in the amount of 14%, or
$28,000, and 16%, or $35,000, to Mr. VanWormer and Mr. Cunningham, respectively,
within the guidelines established in the Executive Officer Compensation Plan.
Separately, the Executive Committee (with the abstention of officer
directors) evaluated whether the Corporation's 1996 performance was "above
standard", "standard", or "below standard," and determined that it was "above
standard." The Executive Committee made its determination by considering, but
not formally weighing, numerous quantitative and qualitative factors, including,
but not limited to, the Corporation's income, expenses, profitability ratios,
levels of loans and deposits, credit quality, and common stock value.
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<PAGE>
These factors were considered in light of the prior year's performance, the
Corporation's annual budget goals, and peer group comparisons. The Compensation
Committee also considered performance in certain other areas such as market
development, management internal controls, and regulatory reviews.
The Corporation's compensation policy provides that the amount of each
executive officer's bonus award is reduced by 25% or 50% if the Executive
Committee determines that the Corporation's performance is "standard" or "below
standard", respectively. The bonus award to director officers (Messrs.
Cunningham, VanWormer, and MacFarland) is reduced by 50% or 100% if the
Executive Committee determines that the Corporation's performance is "standard"
or "below standard", respectively. No reduction is made if the Executive
Committee determines that the Corporation's performance is "above standard".
Based on Executive Committee's determination that the Corporation's 1996
performance was "above standard", the executive officers and director officers
received cash bonuses equal to 100% of the bonuses awarded by the Compensation
Committee.
Stock Options
Consistent with the Corporation's goal of attracting and retaining key
employees by offering them the opportunity to acquire or increase their
proprietary interest in the Corporation and to promote the identification of
their interests with those of the shareholders of the Corporation, the
Compensation Committee made discretionary grants of stock options under the
Corporation's 1995 Incentive Stock Plan.
Under the 1995-2000 Hudson Chartered Bancorp, Inc. Incentive Stock Option
Program, a program administered under the Corporation's 1995 Incentive Stock
Plan, all senior officers of the Corporation and the Bank who have completed one
full year of service are eligible to be considered for stock option grants. The
potential amount of option grants varies according to the officer's position
level, and ranges from an aggregate of 6,050 to 15,125 shares during the period
of 1995 through 2000. Initial awards may not exceed 40% of an officer's maximum
limit. The type and amount of stock options grants is determined by the
Compensation Committee in its discretion. In making the grants, the Compensation
Committee considers individual responsibilities, job complexities, and the
amount of the officer's existing unexercised options. All grants are for a
period of five years with a six-month vesting period and an option exercise
price equal to the market price at the time of grant. Initial awards are made
only to officers whose performance is rated as "standard," "above standard," or
"outstanding," and subsequent grants are made only where the officer receives a
performance rating of "above standard" or "outstanding" on the five-tier scale
described in "Bonus Payments" above. The Compensation Committee granted 43,036
options to eligible officers under the 1995-2000 Hudson Chartered Bancorp, Inc.
Incentive Stock Option Program at its meeting in August 1996. Neither Mr.
Cunningham nor Mr. VanWormer have been granted options under this program.
As reported by the Compensation Committee last year, in July 1995, the
Compensation Committee granted to Mr. T. Jefferson Cunningham III stock
appreciation rights pertaining to 33,000 shares of Common Stock having a base
price of $16.136 per share, which exceeded the fair market value at the date of
grant. As a result of the strong performance of the Common Stock following the
grant, the Corporation was required to accrue compensation expense as the market
price of the Common Stock exceeded the base price of the stock appreciation
rights to an increasing extent. Accordingly, the Compensation Committee asked
Mr. Cunningham to exercise his stock appreciation rights in May 1996, more than
nine years prior to their expiration date in order to reduce future compensation
expense in connection with such stock appreciation rights. Mr. Cunningham
complied with the Compensation Committee's request, as did directors of the
Corporation who voluntarily relinquished all of their tandem stock appreciation
rights which accompanied options granted to them in 1988, 1989, and 1990; with
the directors retaining the underlying options without modification. As Mr.
Cunningham had no underlying options in respect of his stock appreciation
rights, the Compensation
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<PAGE>
Committee granted to him stock options with a nine year term covering the same
number of shares as the stock appreciation rights at an exercise price equal to
the fair market value on the date of the option grant ($20.40 per share).
In addition to the use of stock options and rights, in the future the
Compensation Committee intends to use incentive share and restricted stock
awards under the Corporation's 1995 Incentive Stock Plan, although such awards
have not been made to date.
This report was prepared by the Personnel and Compensation Committee of the
Board of Directors as constituted on March 10, 1997.
Robert M. Bowman, Chairman
H. Todd Brinckerhoff
Warren R. Marcus
Robert L. Patrick
Lewis J. Ruge
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee, other directors, executive
officers, and their associates are, as they have been in the past, customers of,
and have had transactions with, the Bank and its predecessors. Additional
transactions may be expected to take place in the future between such persons
and the Bank. Any loans from the Bank to such persons and their associates
outstanding at any time since the beginning of 1996 were made in the ordinary
course of business of the Bank. It is the policy of the Corporation that such
loans and other transactions be made on terms and conditions no less favorable
than those with unrelated parties.
During 1996, the Bank paid insurance premiums in the amount of $438,854 to
Brinckerhoff & Neuville, Inc., a company owned by H. Todd Brinckerhoff, a
director of the Corporation and member of the Personnel and Compensation
Committee.
During 1996, the Corporation and its subsidiaries, retained the law firm of
Van DeWater & Van DeWater. Mr. E. vK. Cunningham, Jr., a director of the
Corporation, was counsel to such firm in 1996. The Corporation paid the law firm
of Van DeWater & Van DeWater an aggregate of $336,289 during 1996 for legal
services rendered. The Corporation plans to continue to retain Van DeWater & Van
DeWater during 1997.
During 1996, the Corporation retained the law firm of Marvin & Marvin. Mr.
R.J. Marvin, a director of the Corporation, was a principal of such firm in
1996. The Corporation paid Marvin & Marvin an aggregate of $31,647 during 1996
for legal services rendered. The Corporation plans to continue to retain Marvin
& Marvin for legal services during 1997.
During 1996, the Bank paid North Front Street Realty, Inc., a company owned
by R. Abel Garraghan, a director of the Corporation, $128,748 for lease and
related payments on a branch office and its parking lot.
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<PAGE>
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows, for 1994 through 1996, the
compensation paid or awarded to T. Jefferson Cunningham III, the Corporation's
Chairman and Chief Executive Officer, and the Corporation's next four most
highly compensated executive officers, by either the Corporation or a
predecessor. The inclusion of the four executive officers other than T.
Jefferson Cunningham III in this group was based on salary and bonus earned
during 1996. Mr. Cunningham and the other four executive officers are referred
to collectively as the Corporation's "named executive officers." Each named
executive officer has held the position indicated, or a similar position with
the Corporation or its predecessor, for the past five years, unless otherwise
indicated.
The information provided in the Summary Compensation Table and the tables
that follow include compensation received by Messrs. Cunningham and Maisch for
their service to Fishkill National Corporation prior to the September 30, 1994
merger of Fishkill National Corporation into the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Annual Compensation(1) ------------------
---------------------- Securities
Salary Bonus Underlying All Other
Name & Principal Position Year ($)(2) ($) Options/SARs (#)(3) Compensation($)(4)
- ------------------------- ------ ------ ------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
T. JEFFERSON CUNNINGHAM III 1996 208,752 35,000 36,300(5) 46,840
Chairman and Chief Executive Officer, 1995 205,399 16,350 36,300(5) 41,492
Hudson Chartered Bancorp, Inc.; 1994 200,000 18,250 -0- 27,216
Chairman of the Executive Committee,
First National Bank of the Hudson Valley
JOHN C. VANWORMER 1996 194,019 28,000 -0- 41,458
President, Hudson Chartered Bancorp, 1995 174,010 39,850 -0- 30,102
Inc.; President and Chief Executive Officer, 1994 150,000 19,000 -0- 19,076
First National Bank of the Hudson Valley
PAUL A. MAISCH 1996 105,000 13,000 7,920 22,071
Treasurer and Chief Financial 1995 102,462 11,800 -0- 11,925
Officer, Hudson Chartered 1994 80,500 29,000 -0- 9,608
Bancorp, Inc.; Senior Vice President,
First National Bank of the Hudson Valley
DONALD H. WEBER 1996 105,237 7,500 4,840 17,680
Executive Vice President and Chief 1995 86,539 18,750(6) -0- -0-(7)
Operations Officer, First National 1994
Bank of the Hudson Valley (since 1995)
DAVID S. MACFARLAND 1996 103,538 10,000 4,840 25,268
Regional Executive Vice President, 1995 100,000 0 -0- 15,758
First National Bank of the Hudson 1994 22,653 15,000(6) -0- 3,646(7)
Valley (since 1994)
</TABLE>
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(1) None of the named executive officers received perquisites or other personal
benefits, securities, or property which, in the aggregate, cost the
Corporation the lesser of $50,000 or 10% of the named executive officer's
salary and bonus earned during that year.
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<PAGE>
(2) Salary excludes compensation deferred under a supplemental employee
retirement plan ("SRP") and includes certain cash compensation in lieu of
benefits.
(3) Amounts are adjusted for the 10% stock dividends paid in January 1996 and
January 1997.
(4) Includes director's fees of $8,000 in 1996 for each of Messrs. Cunningham,
VanWormer, and MacFarland. Also includes the Corporation's contributions to
the Retirement and Thrift Plan in the following amounts for 1996: Mr.
Cunningham, $15,000; Mr. VanWormer, $15,000; Mr. Maisch, $11,680; Mr. Weber
$10,748 and Mr. MacFarland, $10,354. Also includes contributions for 1996
to the Corporation's ESOP, representing the value of stock allocated, as
follows: Mr. Cunningham, $2,956, Mr. VanWormer, $2,956, Mr. Maisch, $2,471,
Mr. Weber, $2,092 and Mr. MacFarland, $2,074. Also includes premiums for
life insurance to fund the Executive Supplemental Income Plan for 1996 for
Mr. VanWormer for $4,831. Also includes annual contributions to the SRP in
the following amounts for 1996: Mr. Cunningham, $20,884, and Mr. VanWormer,
$10,671.
(5) See "COMPENSATION OF EXECUTIVE OFFICERS -- Personnel and Compensation
Committee Report on Executive Compensation -- Stock Options."
(6) Includes $15,000 bonus paid upon commencing employment.
(7) Ineligible during first year of service for participation in the
Corporation's Retirement and Thrift Plan and ESOP.
OPTION/SAR GRANTS IN 1996
The following table sets forth the grants of options in 1996 to the named
executive officers. There were no SAR grants to the named executive officers in
1996.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term
------------------------------------------------------- -----------------------
Percent of
Total
Number of Options/
Securities SARs Exercise
Underlying Granted to or Base
Options/SARs Employees Price Expiration
Name Granted* in 1996 ($/Sh)* Date 5% ($) 10% ($)
- ---- ------------ ----------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
T. Jefferson 36,300 40.7% $18.55 05/30/2006 $423,372 $1,072,907
Cunningham III
Paul A. Maisch 2,420 18.64 08/19/2001 12,460 27,534
5,500 24.45 12/31/2006 84,553 214,275
------ ------ -------
Total 7,920 8.9% 97,013 241,809
Donald H. Weber 4,840 5.4% 18.64 08/19/2001 24,920 55,068
David S. MacFarland 4,840 5.4% 18.64 08/19/2001 24,920 55,068
- --------------------------------
</TABLE>
* Adjusted for the 10% stock dividend paid in January 1997.
See "COMPENSATION OF EXECUTIVE OFFICERS -- Personnel and Compensation
Committee Report on Executive Compensation" for further information on option
grants in 1996.
-10-
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN 1996 AND
1996 YEAR-END OPTION/SAR VALUES
The following table sets forth the aggregated option and SAR exercises in
1996, and 1996 year-end values for such options and SARs.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options/SARs at 1996 Money Options/SARs at 1996
Shares Year End(1) Year End(2)
Acquired Value ---------------------------- ----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. Jefferson 33,000(4) $140,700 41,992 407 363,350 $5,788
Cunningham III(3) 1,848 25,410
John Charles 12,110 172,763 72,346 -0- 1,037,014 -0-
VanWomer
Paul A. Maisch(3) 1,100 16,375 5,711 8,259 90,119 33,546
Donald H. Weber -0- -0- -0- 4,840 -0- 36,850
David S. MacFarland -0- -0- -0- 4,840 -0- 36,850
</TABLE>
- --------------------------------------
(1) Options have been adjusted for the 10% stock dividends paid in January 1996
and January 1997.
(2) The value of the options was based upon the closing price of $26.25 of the
Corporation's Common Stock on the Nasdaq National Market System on December
31, 1996.
(3) The Corporation has the right to repurchase option shares (6,099 shares as
to Mr. Cunningham, and 6,050 shares as to Mr. Maisch) acquired upon
exercise at the then most recent quarter-end book value if the officer
terminates employment prior to his retirement date. Such book value was
$13.75 per share at December 31, 1996, or $12.50 below the market value of
$26.25 on such date.
(4) Stock appreciation rights exercised.
Supplemental Retirement Benefits
The Bank has an Executive Supplemental Income Plan (the "ESI Plan") which
is similar to a deferred compensation plan. The purpose of the ESI Plan is to
provide certain officers of the Bank with supplemental retirement benefits which
are payable in monthly installments over a 15 year period. Retirement age under
the ESI Plan is 65, although employees with at least 15 years of service may
retire at age 55 with the approval of the Board of Directors. The ESI Plan also
provides for benefits to be paid in the event of death or disability. In the
event of a change in control, as defined in the ESI Plan, employees who have
attained age 55 may retire and receive actuarially reduced benefits under the
ESI Plan without prior Board approval. Employees under age 55 who are terminated
without just cause after a change in control may also receive actuarially
reduced benefits under the ESI Plan. The ESI Plan utilizes specifically designed
life insurance contracts for the payment of pre-retirement benefits and accrues
for potential liability for the post-retirement benefits payable under the plan.
The ESI Plan is no longer offered by the Corporation, but six officers are
currently covered. Under the ESI Plan, Mr. VanWormer will be entitled to annual
post-retirement benefits of $27,500.
-11-
<PAGE>
Employment Agreements
The Corporation has entered into employment agreements with Messrs.
Cunningham and VanWormer. The agreements have three year terms and are subject
to annual renewal or extension. At the Compensation Committee's May meeting, Mr.
VanWormer's employment agreement was allowed to automatically renew for another
year, and Mr. Cunningham's employment agreement was extended for a further year.
Under the agreements, Mr. Cunningham's annual base salary is $218,000, and Mr.
VanWormer's annual base salary is $198,000.
Mr. Cunningham's agreement entitles him to participate in all employee
plans, including participation in bonus awards and the supplemental retirement
plan. In the event the agreement is not extended or Mr. Cunningham is terminated
other than for cause (including a change in control), the agreement requires a
termination payment of twice his highest total cash compensation paid in any of
the previous three years.
Mr. VanWormer's agreement entitles him to participate in all employee plans
relating to pension, profit-sharing or other retirement benefits; medical
insurance or other customary fringe benefits; and other group benefits. In the
event of termination other than for cause, the agreement requires a termination
payment of his salary for a one year period plus the unexpired amount of his
contract compensation. In the event of a change in control, the agreement
provides for a termination payment of the difference between (i) 2.99 times Mr.
VanWormer's "base amount," as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986, as amended ("Code"), and (ii) the sum of any other
parachute payments, as defined under Section 280G(b)(2) of the Code.
The Corporation also has entered into a two-year employment agreement with
Paul A. Maisch, Chief Financial Officer of the Bank and Treasurer of the
Corporation. The contract provides for a current annual base compensation of
$115,500, and automatic one year renewals at the expiration of the contract and
at subsequent expiration dates. At a meeting of the Compensation Committee in
February 1997, it was agreed that Mr. Maisch's employment agreement should
automatically extend for a one year period without change. In the event of
termination other than for cause, Mr. Maisch is entitled to a payment equal to
his base salary for one year, and continuation for one year of his insurance
benefits. In the event the Corporation elects not to renew the contract at an
expiration date and Mr. Maisch elects to terminate employment, he is entitled to
a payment equal to his base salary for six months. In the event the Corporation
ceases to operate as an "independent" company or as part of an "independent"
banking corporation, Mr. Maisch is not appointed Chief Financial Officer of the
successor company, and he elects to terminate his employment, Mr. Maisch is
entitled to a payment equal to the base compensation for the remainder of the
term of the agreement, with a minimum payment equal to his base compensation for
twelve months.
The Corporation also has entered into a two-year employment agreement with
Donald H. Weber, Executive Vice President of the Bank. The Compensation
Committee, at its December 1996 meeting, approved the extension of Mr. Weber's
employment agreement, with certain minor changes, for an additional year, and an
increase in his annual base compensation to $110,000. In the event of
termination other than for cause, Mr. Weber is entitled to a payment equal to
the remaining base compensation for the contract period, and to continuation of
insurance benefits for the remainder of the contract period, subject to a
maximum of twelve months, and a minimum of three months.
The Corporation also has entered into a three-year employment agreement
with David S. MacFarland, Regional Executive Vice President of the Bank. The
contract provides for a current annual base compensation of $107,000, an initial
one-time payment of $15,000, and automatic one year renewals at the expiration
of the contract and subsequent expiration dates. In the event of termination
other than for cause, Mr. MacFarland is
-12-
<PAGE>
entitled to a payment equal to his base compensation for one year and 12 months
of life insurance and medical benefits. In the event the Bank ceases to operate
as an "independent" bank or part of an "independent" banking group, and Mr.
MacFarland elects to terminate the agreement, he is entitled to payment equal to
his base compensation for one year. After the first anniversary of termination
due to such reason, Mr. MacFarland is entitled to up to a maximum of twelve
monthly payments of supplementary termination pay, on the basis of the
difference between his former base compensation and earnings in subsequent
employment.
PERFORMANCE GRAPH
The following graph shows the cumulative shareholder return (i.e., price
change plus reinvestment of dividends) on the Corporation's Common Stock during
the five year period ended December 31, 1996 as compared to: (i) an overall
Nasdaq market index; and (ii) a peer group index (consisting of the following
eight other New York bank holding companies with total assets of between $500
million and $1 billion: Arrow Financial Corporation, CNB Financial Corporation,
Community Bank System, Inc., Evergreen Bancorp, Inc., State Bancorp, Inc.,
Sterling Bancorp, Suffolk Bancorp, and Tompkins County Trustco, Inc.). In
accordance with Securities and Exchange Commission ("SEC") rules, the base date
utilized for calculating the index values for the graph is December 31, 1991. At
that time, the Corporation's stock was not traded in any recognized market, and
traded only infrequently in private transactions. The Corporation's shares were
included in the Nasdaq National Market System in May 1992 in connection with the
public offering made that year at a price of $12.625 per share.
(GRAPH)
<TABLE>
<CAPTION>
Period Ending
--------------------------------------------------------------------
Index 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Hudson Chartered Bancorp, Inc. 100.00 88.26 118.70 137.30 150.98 268.34
Nasdaq - Total US 100.00 116.38 133.60 130.59 184.68 227.16
Hudson Chartered Bancorp, Inc. 100.00 140.44 174.59 192.93 257.17 320.53
Peer Group
</TABLE>
The Corporation's Peer Group consists of 8 domestic banks, excluding the
Corporation, for the fiscal year ended December 31, 1996. The financial
institutions which comprise the Peer Group are Arrow Financial
-13-
<PAGE>
Corporation, CNB Financial Corporation, Community Bank System Inc., Evergreen
Bancorp Inc., State Bancorp Inc., Sterling Bancorp, Suffolk Bancorp and Tompkins
County Trustco, Inc.
-14-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Directors and Executive Officers
The following table sets forth as of March 1, 1997 information concerning
beneficial ownership of the Corporation's Common Stock by each director and
nominee for election as a director, each of the named executive officers, and
all directors and executive officers of the Corporation, as a group. The number
of shares shown as beneficially owned by each director and executive officer is
determined under the rules of the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under the SEC's rules,
beneficial ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the individual
had the right to acquire within 60 days of March 1, 1997 through the exercise of
any option, warrant or right. Unless otherwise indicated, each person has sole
investment and voting power with respect to the shares set forth in the table.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name Beneficial Ownership(1) Class
- ---- ----------------------- ----------
<S> <C> <C>
Robert M. Bowman(2) 33,893 *
H. Todd Brinckerhoff(3) 55,823 1.18%
Edward vK. Cunningham, Jr.(4) 547,677 11.57%
T. Jefferson Cunningham III(5) 655,655 13.74%
Tyler Dann(6) 236,894 5.01%
Robert R. Fraleigh 21,590 *
R. Abel Garraghan(7) 11,975 *
David S. MacFarland(8) 5,006 *
Paul A. Maisch(9) 13,597 *
Warren R. Marcus(10) 167,958 3.55%
Robert J. Marvin(11) 58,422 1.23%
Jack A. McEnroe 11,088 *
Robert L. Patrick 5,078 *
Lewis J. Ruge(12) 53,683 1.13%
John Charles VanWormer(13) 106,399 2.21%
Donald H. Weber(14) 6,131 *
James R. Williams(15) 241,867 5.11%
Randolph L. Williams(16) 239,580 5.06%
---------- -------
Directors and executive officers as a group 1,734,646 35.20%
(24 persons):
</TABLE>
- ----------------------------------
* Less than 1% of the class. At the close of business on March 1, 1997, there
were 4,732,501 shares of Common Stock outstanding. Where necessary, percentages
were calculated by adding shares subject to exercisable stock options to the
shares of Common Stock outstanding.
(1) Includes shares of Common Stock that could be acquired within 60 days
pursuant to the exercise of stock options in the following amounts: Mr. Bowman,
7,441 shares; Mr. T. J. Cunningham III, 39,551 shares; Mr. Fraleigh, 7,441
shares; Mr. MacFarland, 4,840 shares; Mr. Maisch, 8,132 shares; Mr. Marvin,
7,441 shares; Mr. Ruge, 7,441 shares; Mr. VanWormer, 72,345 shares; and Mr.
Weber, 4,840 shares.
-15-
<PAGE>
(2) Includes 4,088 shares of Common Stock owned by Mr. Bowman's spouse and 3,696
shares of Common Stock owned by his daughter, as to which beneficial ownership
is disclaimed. Also includes 1,018 shares of Common Stock held by a company
owned by Mr. Bowman and 2,937 shares for which he is custodian for his
grandchildren.
(3) Includes 32,474 shares of Common Stock held by companies owned by Mr.
Brinckerhoff.
(4) Includes 16,431 shares of Common Stock held in family trusts of which Mr. E.
vK. Cunningham, Jr. is trustee (which shares are also reflected as being
beneficially owned by T. J. Cunningham III -- see note 5), 518,999 shares held
by the George Gale Foster Corporation ("GGF"), a personal holding company of
which Mr. E. vK. Cunningham, Jr. is chairman of the board of directors and
president (which shares are also reflected as being beneficially owned by T. J.
Cunningham III -- see note 5), 1,339 shares held in retirement accounts, and
1,979 shares held by Mr. E. vK. Cunningham, Jr.'s spouse as to which beneficial
ownership is disclaimed.
(5) Includes 16,431 shares of Common Stock held in family trusts of which Mr. T.
J. Cunningham III has the right to qualify as trustee (which shares are also
reflected as being beneficially owned by Mr. E. vK. Cunningham, Jr. -- see note
4), 518,999 shares held by GGF (which shares are also reflected as being
beneficially owned by Mr. E. vK. Cunningham, Jr. -- see note 4), 12,576 shares
held in the names of Mr. T. J. Cunningham III's spouse and children, 26,777
shares held in retirement accounts, and 271 shares of Common Stock allocated to
Mr. T. J. Cunningham III under the Corporation's ESOP.
(6) Includes 226,733 shares of Common Stock held in the names of several
businesses with which Mr. Dann is affiliated and 862 shares held by Mr. Dann's
spouse.
(7) Includes 849 shares of Common Stock owned by Mr. Garraghan's spouse as
custodian for a child, 1,698 shares owned by Mr. Garraghan's spouse, 1,698
shares owned by two children, and 1,698 shares held in a profit sharing plan
trust.
(8) Includes 81 shares of Common Stock allocated to Mr. MacFarland under the
Corporation's ESOP.
(9) Includes 2,655 shares of Common Stock held jointly with Mr. Maisch's mother,
and 188 shares of Common Stock allocated to Mr. Maisch under the Corporation's
ESOP.
(10) Mr. Marcus is President of WRM Equity Management, Inc., a registered
investment advisor, and reports sole voting and investment power as to 157,344
shares of Common Stock held on behalf of Mellon Trust Company as Trustee for a
pension fund as to which Warren Marcus Associates, Inc. is a registered
investment adviser. Also includes 3,396 shares of Common Stock owned by Warren
Marcus Associates, Inc. Pension Trust, and 2,547 shares of Common Stock owned by
Mr. Marcus' spouse as to which beneficial ownership is disclaimed.
(11) Includes 2,780 shares of Common Stock held in trust for the benefit of Mr.
Marvin, 2,371 shares of Common Stock held in trust for the benefit of Mr.
Marvin's spouse as to which beneficial ownership is disclaimed, and 16,494
shares of Common Stock in a Keogh account.
(12) Includes 8,758 shares of Common Stock owned by Mr. Ruge's spouse.
-16-
<PAGE>
(13) Includes 314 shares of Common Stock held in trust for the benefit of Mr.
VanWormer, and 5,652 shares of Common Stock allocated to Mr. VanWormer under the
Corporation's ESOP.
(14) Includes 81 shares of Common Stock allocated to Mr. Weber under the
Corporation's ESOP.
(15) Includes 237,802 shares of Common Stock owned together with Mr. James
Williams' son, Randolph Williams (which shares are also reflected as being
beneficially owned by Randolph Williams -- see note 16).
(16) Includes 237,802 shares of Common Stock owned together with Mr. Randolph
Williams' father, James Williams (which shares are also reflected as being
beneficially owned by James Williams -- see note 15). Also includes 2,032 shares
held as custodian for children.
Security Ownership of Certain Beneficial Owners
As of March 1, 1997, the following persons are known to the Corporation to
be beneficial owners of more than five percent of the Corporation's Common
Stock. The information set forth in the table is as reported in Schedules 13D as
filed with the SEC, and other information provided to the Corporation.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class
- ------------------- -------------------- --------
George Gale Foster Corporation(1) 518,999 10.97%
c/o Van DeWater & Van DeWater
Mill & Garden Streets
P.O. Box 112
Poughkeepsie, New York 12602
Tyler Dann(2) 236,894 5.01%
c/o Wesfair Agency, Inc.
P.O. Box 215
9 Hunts Lane
Chappaqua, New York 10514
James R. Williams and 241,867 5.11%
Randolph L. Williams(3)
c/o J & J Log & Lumber Corp.
P.O. Box 427, County Route 7,
Old Route 22
Dover Plains, New York 12522
- ---------------------------------
(1) GGF is a registered bank holding company under the Bank Holding Company Act
of 1956, as amended, of which Mr. Edward vK. Cunningham, Jr. is Chairman of the
Board and President, and Mr. T. Jefferson Cunningham III is a director and Vice
President. See also the notes applicable to Mr. E. vK. Cunningham, Jr. and Mr.
T. J. Cunningham III in the table set forth under "Security Ownership of
Directors and Executive Officers."
-17-
<PAGE>
(2) See the note applicable to Mr. Dann in the table set forth under "Security
Ownership of Directors and Executive Officers."
(3) See the notes applicable to Mr. James Williams and Mr. Randolph Williams in
the table set forth under "Security Ownership of Directors and Executive
Officers."
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Corporation's directors,
certain of its executive officers, and persons who own more than ten percent of
a registered class of the Corporation's equity securities, to file with the
Corporation and the SEC initial reports of ownership and reports of changes in
ownership of any equity securities of the Corporation. During 1996, to the best
of the Corporation's knowledge, all required reports were filed on a timely
basis, except that Mr. Lewis Ruge and Mr. James Williams, directors of the
Corporation, each failed to timely file one report each concerning one
transaction. In making this statement, the Corporation has relied on the written
representations of its directors and executive officers and copies of the
reports provided to the Corporation.
INDEPENDENT AUDITORS
Deloitte & Touche LLP has been selected as the principal accountant to
audit the financial statements of the Corporation for 1997.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions.
ANNUAL REPORT
A copy of the Corporation's Annual Report on Form 10-K filed with the SEC
for the year ended December 31, 1996 (without exhibits) accompanies this proxy
statement. Copies of the exhibits to such report may be obtained upon request to
Paul A. Maisch, Chief Financial Officer and Treasurer, Hudson Chartered Bancorp,
Inc., Route 55, LaGrangeville, New York 12540. A reasonable expense may be
charged for the furnishing of exhibits to the Form 10-K. The Annual Report on
Form 10-K is not part of the proxy solicitation materials.
SOLICITATION OF PROXIES
Solicitation of proxies may be made by mail, personal interviews, telephone
and facsimile by officers and employees of the Corporation and its subsidiaries.
Brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward soliciting material to the beneficial owners of the common
stock held of record by such persons. Expenses for such solicitation will be
borne by the Corporation.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholders may submit proposals to be considered for shareholder action
at the 1998 annual meeting of shareholders if they do so in accordance with the
applicable SEC rules. Any such proposals must be in
-18-
<PAGE>
writing and received by the Corporate Secretary of the Corporation no later than
December 4, 1997 in order to be considered for inclusion in the Corporation's
1998 proxy materials. Nominations for directors to be elected at the annual
meeting of shareholders must be submitted to the Corporate Secretary of the
Corporation no later than the twentieth day preceding the date of the meeting.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
Annual Meeting. If, however, any other business should properly come before the
Annual Meeting, or any adjournment thereof, it is intended that the proxy will
be voted with respect thereto in accordance with the best judgment of the
persons named in the proxy.
By Order of the Board of Directors
Nancy Behanna
Corporate Secretary
-19-
<PAGE>
HUDSON CHARTERED BANCORP, INC.
Annual Meeting of Shareholders - MAY 1, 1997
This Proxy is Solicited on Behalf of the Board of Directors of
Hudson Chartered Bancorp, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Hudson
Chartered Bancorp, Inc. (the "Corporation"), Rhinebeck, New York, does hereby
nominate, constitute and appoint Vera Ferrone and David Kane, and each of them,
as true and lawful attorneys-in-fact (each of whom shall have full power of
substitution) to vote all shares of Common Stock of the Corporation standing in
my name on its books as of the close of business on March 31, 1997, at the
Annual Meeting of Shareholders to be held on May 1, 1997, at 9:00 a.m., at the
Sheraton Hotel, Poughkeepsie, New York, or at any adjournments or postponements
thereof, with all powers the undersigned would possess if personally present, as
follows:
Please mark
| X | vote as in
this example.
This proxy, when properly executed, will be voted in the manner directed herein
by the shareholder. If no direction is given, this proxy will be voted FOR the
nominees referred to in Item 1 (including any substitute nominee in the case of
unavailability).
1. With respect to election as directors.
Nominees: R. Abel Garraghan, Warren R. Marcus, Robert J. Marvin,
Lewis J. Ruge, Randolph L. Williams
FOR WITHHELD
| | | |
2. In their discretion on any other matters which may be brought
before the Annual Meeting or any adjournments or postponements
thereof.
| | --------------------------------------
For all nominees except as noted above
MARK HERE
FOR ADDRESS
CHANGE AND | |
NOTE AT LEFT
When signing as Attorney, Executor, Administrator, Trustee or Guardian, please
give full title. If more than one Trustee, all should sign. All joint owners
must sign. PLEASE MARK, SIGN, DATE, AND PROMPTLY RETURN THIS PROXY TO: BANK OF
BOSTON, PROXY DEPARTMENT, P.O. BOX 1628, BOSTON, MA 02105-9905 USING THE
ENCLOSED ENVELOPE.
-20-
<PAGE>
April 1, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hudson Chartered Bancorp, Inc. -- SEC File No. 0-17848 --
Definitive Proxy Materials for Annual Meeting of Shareholders
Ladies and Gentlemen:
On behalf of Hudson Chartered Bancorp, Inc. (the "Company"), pursuant to
Rule 14a-6(b) under the Securities Exchange Act of 1934, attached hereto for
filing are the following proxy solicitation materials to be used in connection
with the annual meeting of the Company's shareholders scheduled for May 1, 1997:
1. Letter to shareholders, notice of annual meeting and proxy statement;
and
2. Form of proxy relating to the Company's common stock.
This material is being released for mailing to shareholders on or about
April 2, 1997.
Three copies of the materials attached hereto are being filed with the
National Association of Securities Dealers, Inc. concurrently herewith.
Please direct any questions regarding the attachments to the undersigned at
202-942-5434, or Steven Kaplan at 202-942-5998.
Sincerely,
Linda B. Coe
Attachments
cc: T. Jefferson Cunningham III
