BRYN MAWR BANK CORP, DEF 14A, 1995-03-10

BRYN MAWR BANK CORP
DEF 14A, 1995-03-10
STATE COMMERCIAL BANKS

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<PAGE>

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
[X] Definitive Proxy Statement RULE 14C-5(D)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

BRYN MAWR BANK CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

BRYN MAWR BANK 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), 14a-6(i)(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 Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

<PAGE>

BRYN MAWR BANK CORPORATION

801 LANCASTER AVENUE
BRYN MAWR, PENNSYLVANIA 19010-3396

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 18, 1995

To Our Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of Bryn Mawr
Bank Corporation (the "Corporation") will be held at The American College, 270
Bryn Mawr Avenue, Bryn Mawr, Pennsylvania on Tuesday, April 18, 1995, at 2:00
P.M., for the following purposes:

1. To elect three directors to serve four year terms and until their
successors are duly elected and take office.

2. To consider and act on a proposal to adopt a Bryn Mawr Bank
Corporation Non-Employee Directors Stock Option Plan.

3. To ratify the appointment of Coopers & Lybrand L.L.P. as the
independent certified public accountants for Bryn Mawr Bank Corporation for
the year 1995.

In their discretion the proxies are authorized to act upon such other matters
as may properly come before the meeting. Reference is made to the accompanying
Proxy Statement for details with respect to the foregoing matters. Only
shareholders of record at the close of business on March 3, 1995, are entitled
to notice of, and to vote at, the Annual Meeting and any adjournment or
postponement thereof. Such shareholders may vote in person or by proxy.

By Order of the Board of Directors
of Bryn Mawr Bank Corporation

[SIGNATURE OF SAMUEL C. WASSON, JR. APPEARS HERE]

Samuel C. Wasson, Jr.
Secretary

Bryn Mawr, Pennsylvania
March 10, 1995

IMPORTANT NOTICE

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, DATE,
SIGN, AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE RETURN ENVELOPE. NO
POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. ANY SHAREHOLDER GIVING A
PROXY HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS USE FOR ANY PURPOSE.
ANY SHAREHOLDER WHO IS PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY PRIOR TO
ITS USE FOR ANY PURPOSE AND VOTE IN PERSON.
<PAGE>

PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Introduction......................................................... 1
Matters to be Considered at the Annual Meeting of Shareholders..... 1
Date, Time and Place of Annual Meeting............................. 1
Record Date and Voting............................................. 1
Other Matters...................................................... 2
Security Ownership of Certain Beneficial Owners...................... 2
The Corporation's and Bank's Boards of Directors..................... 2
General Information About the Corporation's and Bank's Boards of
Directors......................................................... 2
Information About Committees of the Corporation's Board of
Directors......................................................... 3
Meetings of Corporation's Board and its Committees................. 3
Information About Committees of the Bank's Board of Directors...... 4
Meetings of Bank's Board and its Committees........................ 4
Boards of Directors Compensation................................... 4
Biographical Information About Corporation's Directors--Information
About Security Holdings of Corporation's Directors and of the
Corporation's Directors and Executive Officers as a Group........... 5
Corporation's and Bank's Executive Officers.......................... 7
Executive Compensation............................................... 8
General Disclosure Considerations Concerning Executive
Compensation...................................................... 8
Executive Compensation............................................. 8
Summary Compensation Table......................................... 9
Change of Control Agreements....................................... 10
Stock Option Tables................................................ 11
Stock Option and Stock Appreciation Rights Plan.................... 12
Executive Deferred Bonus Plan...................................... 13
Pension Plan....................................................... 13
Supplemental Employee Retirement Plan.............................. 14
Bryn Mawr Bank Corporation Thrift and Savings Plan................. 14
Certain Relationships and Related Transactions..................... 15
Stock Price Performance Graph........................................ 15
Compensation Committee Report........................................ 16
Executive Compensation Policy Principles........................... 16
Salary Compensation and Fringe Benefits............................ 16
Bonus Awards....................................................... 16
Stock Options...................................................... 17
Factors and Criteria on which President's Compensation was based in
1994.............................................................. 17
The Compensation Committees........................................ 18
Proposal 1--Election of Directors.................................... 19
Nominees for Directors............................................. 19
Proposal 2--To consider and act on a proposal to adopt a Bryn Mawr
Bank Corporation Non-Employee Directors Stock Option Plan........... 20
Background......................................................... 20
Outside Directors Interest......................................... 20
Summary of the Plan................................................ 20
Administration of Directors Stock Option Plan...................... 20
Purpose............................................................ 20
Eligibility........................................................ 20
Stock Options...................................................... 20
Price of Options--Exercise Period.................................. 21
Federal Income Tax Consequences of Stock Options................... 21
Effective Date of Plan............................................. 21
Proposal 3--Ratification of Appointment of Independent Certified
Public Accountants.................................................. 22
Other Business....................................................... 22
Shareholder Proposals for 1996....................................... 22
Additional Information............................................... 23
</TABLE>
<PAGE>

PROXY STATEMENT
FOR THE ANNUAL MEETING OF
BRYN MAWR BANK CORPORATION
TO BE HELD ON
APRIL 18, 1995

INTRODUCTION

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished to shareholders of Bryn Mawr Bank
Corporation (the "Corporation") in connection with the solicitation of proxies
by the Corporation for use at the Corporation's Annual Meeting of Shareholders
to be held on Tuesday, April 18, 1995, at 2:00 P.M., or any adjournment or
postponement thereof (the "Annual Meeting"). At the Annual Meeting, the
shareholders will consider and vote upon (1) the election of three directors to
serve for a term of four years each and until the Annual Meeting in 1999 or
until their successors are elected and take office; (2) to consider and act on
a proposal to adopt a Bryn Mawr Bank Corporation Non-Employee Directors Stock
Option Plan and (3) to ratify the appointment of Coopers & Lybrand L.L.P. as
the independent certified public accountants for the Corporation for the year
1995. The proxies are authorized to transact such other business as may
properly come before the Annual Meeting or any adjournment or postponement
thereof. The approximate date upon which this Proxy Statement and the Proxy are
to be mailed to shareholders is March 10, 1995. The address of the executive
office of the Corporation is 801 Lancaster Avenue, Bryn Mawr, Pennsylvania
19010-3396.

DATE, TIME AND PLACE OF ANNUAL MEETING

The Annual Meeting will be held on Tuesday, April 18, 1995, at 2:00 P.M., at
The American College, 270 Bryn Mawr Avenue, Bryn Mawr, Pennsylvania.

RECORD DATE AND VOTING

The Board of Directors of the Corporation has fixed the close of business on
March 3, 1995 as the date for determining holders of record of Corporation's
Common Stock, par value $1.00 per share, entitled to notice of and to vote at
the Annual Meeting or any adjournment or postponement thereof. Each holder of
record is entitled to one vote per share on the matters to be considered at the
Annual Meeting.

The holders of a majority of the outstanding shares of Corporation's Common
Stock, present either in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. As of March 3, 1995, there were
1,093,690 shares of Corporation's Common Stock outstanding.

Shares represented by properly executed proxies will be voted in accordance
with the directions indicated in the proxies unless such proxies have
previously been revoked. Each properly executed proxy on which no voting
directions are indicated will be voted in favor of the adoption of the
proposals recommended by management of the Corporation, and in the discretion
of the proxy agents as to any other matters which may properly come before the
Annual Meeting. A proxy may be revoked by a shareholder at any time prior to
its use for any purpose by giving written notice of such revocation to Samuel
C. Wasson, Jr., the Secretary of the Corporation, at the executive office of
the Corporation, 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010-3396 or by
appearing in person at the Annual Meeting and asking to withdraw the proxy
prior to its use for any purpose so that the shareholder can vote in person. A
later dated proxy revokes an earlier dated proxy.

The Corporation does not know at this time of any business, other than that
stated in this Proxy Statement, which will be presented for action at the
Annual Meeting. If any unanticipated business is properly brought before the
Annual Meeting, the proxy agents will vote in accordance with their best
judgment.
<PAGE>

OTHER MATTERS

The Corporation will bear the entire cost of soliciting proxies for the
Annual Meeting. In addition to the use of the mails, proxies may be solicited
by personal interview, telephone, telefax and telegram, by the directors,
officers and employees of the Corporation and by the Corporation's wholly-owned
subsidiary, The Bryn Mawr Trust Company (the "Bank"). Arrangements have been
made with brokerage houses and other custodians, nominees and fiduciaries for
forwarding proxy material to beneficial owners of the Corporation's Common
Stock held of record by such persons, and the Corporation will reimburse them
for their expenses in doing so.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information known to the Corporation,
as of January 30, 1995, with respect to the only persons to the Corporation's
knowledge, who may be beneficial owners of more than 5% of the Corporation's
Common Stock.

<TABLE>
<CAPTION>
PERCENTAGE OF
AMOUNT AND NATURE OF OUTSTANDING
BENEFICIAL OWNERSHIP CORPORATION
NAME AND ADDRESS OF CORPORATION COMMON STOCK
OF BENEFICIAL OWNER COMMON STOCK OWNED
------------------- -------------------- -------------
<S> <C> <C>
Thomas J. Carroll 107,100(1) 9.79%
Patrickswell
Post Office Box 488
Middleburg, VA 22117
</TABLE>
- - --------
(1) Seven Thousand (7,000) of the shares reported as beneficially owned by Mr.
Carroll are owned 1,000 shares each by his seven (7) children who do not
reside in his home. Mr. Carroll disclaims beneficial ownership of such
shares.

THE CORPORATION'S AND BANK'S
BOARDS OF DIRECTORS

The By-Laws of the Corporation provide that the Corporation's business shall
be managed by a Board of Directors of not less than eight and not more than
twelve directors. The Corporation's Board, as provided in the By-Laws, is
divided into four classes of directors, with each class being as nearly equal
in number as possible. The Board of Directors has fixed the number of directors
at twelve, with three members in Class I, three members in Class II, three
members in Class III, and three members in Class IV. Under the Corporation's
By-Laws, persons elected by the Board of Directors to fill a vacancy on the
Board serve as directors for a term expiring with the next annual meeting of
shareholders, unless the directors are appointed by the Board after the
shareholder record date for that meeting, in which case the person serves as a
director until the annual meeting of shareholders following that meeting. The
directors in each class serve terms of four years each, unless appointed or
elected to fill an unexpired term of office, and until their successors are
elected, qualified and take office.

GENERAL INFORMATION ABOUT THE CORPORATION'S AND BANK'S BOARDS OF DIRECTORS

The Corporation's Board of Directors meets at least quarterly and during 1994
the Corporation's Board of Directors held thirteen meetings. The Bank's Board
of Directors was scheduled to meet at least monthly and during 1994 held twelve
meetings.

2
<PAGE>

INFORMATION ABOUT COMMITTEES OF THE CORPORATION'S BOARD OF DIRECTORS

The Committees of the Corporation's Board of Directors are the Executive,
Audit, Compensation, Nominating, Insurance and Pension Committees.

The Executive Committee, comprised of Sherman R. Reed, 3rd (Chairman),
Darrell J. Bell, Richard B. Cuff, Thomas J. Farrell, Jr., Phyllis M. Shea and
Robert L. Stevens, meets when called together to discuss and act upon matters
which require action prior to the next meeting of the Corporation's Board of
Directors and exercises the authority and powers of the Board of Directors at
intervals between meetings of the Board of Directors insofar as may be
permitted by law. During 1994 the Executive Committee did not hold any
meetings.

The Audit Committee, comprised of Peter H. Havens (Chairman), Darrell J.
Bell, Sherman R. Reed, 3rd and Thomas A. Williams, meets at least once a year
to make or cause to be made a complete examination of the books, papers and
affairs of the Corporation and its subsidiaries and to consider such other
matters as may be required by law. The Audit Committee employs independent
certified public accountants as it deems necessary to make such examination.
During 1994 the Audit Committee held one meeting.

The Compensation Committee, comprised of Richard B. Cuff (Chairman), Thomas
J. Farrell, Jr., Phyllis M. Shea and B. Loyall Taylor, Jr. meets to discuss
compensation matters, including determining the numbers of stock options to be
distributed pursuant to the Corporation's Stock Option and Stock Appreciation
Rights Plan. During 1994 the Compensation Committee held two meetings.

The Nominating Committee, comprised of Thomas J. Farrell, Jr. (Chairman),
Warren W. Deakins, Peter H. Havens, Robert L. Stevens and B. Loyall Taylor, Jr.
meets, when necessary, to consider and nominate candidates to serve as
directors of the Corporation. During 1994 the Nominating Committee held one
meeting. The Committee will consider director nominees recommended by the
shareholders. In submitting a recommendation shareholders should send to the
Secretary of the Corporation biographical information about the candidate,
together with a statement of the candidate's qualifications and any other data
supporting the recommendation. If it is determined that the candidate has no
conflicts of interest or directorships with other companies that would
disqualify the candidate from serving as a director, the candidate's name will
be presented to the Nominating Committee for consideration.

The Insurance Committee, comprised of Eleanor Carson Donato (Chairman),
Thomas J. Farrell, Jr., B. Loyall Taylor, Jr. and Samuel C. Wasson, Jr. meets
to review and discuss insurance coverages. During 1994 the Insurance Committee
held two meetings.

The Pension Committee, comprised of Phyllis M. Shea (Chairman), Warren W.
Deakins, Eleanor Carson Donato, Thomas J. Farrell, Jr., Robert L. Stevens, B.
Loyall Taylor, Jr. and Thomas A. Williams meets to discuss the administration
by the Bank of the Corporation's pension plan. During 1994 the Pension
Committee held two meetings.

MEETINGS OF CORPORATION'S BOARD AND ITS COMMITTEES

The total number of meetings of the Corporation's Board of Directors which
were held in 1994 was thirteen meetings. All of the incumbent directors, who
were directors during 1994 (i) attended at least seventy-five percent (75%) of
the aggregate of the total number of meetings of the Board of Directors, and
(ii) all directors attended at least seventy-five percent (75%) of the total
number of meetings held by all committees of the Board on which the director
served, except B. Loyall Taylor, Jr. who during 1994 was unable to attend one
Compensation Committee meeting and one Insurance Committee meeting.

3
<PAGE>

INFORMATION ABOUT COMMITTEES OF THE BANK'S BOARD OF DIRECTORS

The Committees of the Bank's Board of Directors are the Executive, Audit,
Trust and Compensation Committees.

The Executive Committee, comprised of Sherman R. Reed, 3rd (Chairman),
Richard B. Cuff, Eleanor Carson Donato, Phyllis M. Shea and Robert L. Stevens,
meets to review loans and to exercise the authority and powers of the Bank's
Board of Directors at intervals between meetings of the Board of Directors
insofar as may be permitted by law. The Committee meets twice each month. The
Committee held twenty-three meetings during 1994.

The Audit Committee, comprised of Peter H. Havens (Chairman), Darrell J.
Bell, Sherman R. Reed, 3rd and Thomas A. Williams, meets at least twice a year
to make or cause to be made a complete examination of the books, papers, and
affairs of the Bank, and to consider such other matters as may be required by
law. The Audit Committee employs independent certified public accountants as it
deems necessary to make such examination. The Committee held three meetings
during 1994.

The Trust Committee, comprised of Phyllis M. Shea (Chairman), Warren W.
Deakins, Eleanor Carson Donato, Thomas J. Farrell Jr., Robert L. Stevens, B.
Loyall Taylor, Jr. and Thomas A. Williams, meets monthly and has general
supervision over the Trust Department and over that Department's investments.
The Committee held twelve meetings during 1994.

The Compensation Committee, comprised of Richard B. Cuff (Chairman), Thomas
J. Farrell, Jr., Phyllis M. Shea and B. Loyall Talyor, Jr. meets to discuss
compensation matters and to approve salaries for officers and bonuses for the
chief executive officer, the other officers named in the Summary Compensation
Table and certain non-officer employees, subject to ratification by the Board
of Directors. The Committee held two meetings in 1994.

MEETINGS OF BANK'S BOARD AND ITS COMMITTEES

The total number of meetings of the Bank's Board of Directors which were held
in 1994 was twelve. All incumbent directors, who were directors during 1994 (i)
attended at least seventy-five percent (75%) of the aggregate of the total
number of meetings of the Board of Directors, and (ii) attended at least
seventy-five percent (75%) of the total number of meetings held by all
committees of the Board on which the director served.

BOARDS OF DIRECTORS COMPENSATION

During 1994, each non-officer director was paid an annual retainer of $6,000,
payable $1,500 each calendar quarter. In addition each non-officer director was
paid a fee of $750 for attendance at each Board meeting and $250 for attending
any Board committee meeting. A separate attendance fee is not paid for
attending a Corporation Board meeting held on a Bank Board meeting day.

4
<PAGE>

BIOGRAPHICAL INFORMATION ABOUT CORPORATION'S DIRECTORS--INFORMATION
ABOUT SECURITY HOLDINGS OF CORPORATION'S DIRECTORS AND OF THE
CORPORATION'S DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP

The following table sets forth certain biographical information and
information regarding beneficial ownership of shares of Corporation's Common
Stock as of March 3, 1995, for each of the Corporation's directors, for the
executive officers as a group and for all directors and executive officers as a
group. Other than as indicated below, each of the persons named below has been
employed in their present principal occupation for the past five years.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE
OWNERSHIP OF OUTSTAND-
AS OF ING CORPORATION
NAME, PRINCIPAL OCCUPATION AND AGE AS OF DIRECTOR MARCH 3, COMMON STOCK
BUSINESS EXPERIENCE FOR PAST FIVE YEARS MARCH 3, 1995 SINCE(1) 1995(2)(3) OWNED
---------------------------------------- ------------- -------- ---------- ---------------
<S> <C> <C> <C> <C>
NOMINEES FOR DIRECTORS
Class I
The terms of the following directors will
expire in 1995 and if elected to a new term
will expire in 1999:
1. Sherman R. Reed, 3rd 66 1973 13,562 1.24%
Builder and Developer,
President, Sher-Ree, Inc.
2. Phyllis M. Shea 62 1980 2,190 .20%
Attorney-at-Law, Shea
and Shea
3. Thomas A. Williams 59 1992+ 600 .05%
Vice President,
Secretary/Treasurer,
E.F. Houghton & Co., a
specialty chemical
company, since 1991;
previously Executive
Vice President, Cyprus
Mineral Company 1989-
1990 and President and
Chief Executive
Officer, Cyprus Foote
Mineral Company 1987 to
1989
CONTINUING DIRECTORS
Class II
The terms of the following directors expire
in 1996:
1. Peter H. Havens 40 1986 300 .03%
Manager, Kewanee
Enterprises,
investments(4)
2. Robert L. Stevens 57 1974 36,423* 3.33%
President and Chief
Executive Officer of
the Corporation since
its formation in 1986,
President and Chief
Executive Officer of
the Bank since January,
1980 and prior to that,
its Executive Vice
President since 1968
3. B. Loyall Taylor, Jr. 48 1986 200 .02%
President, Taylor Gifts,
Inc., mail order
catalog sales
</TABLE>
- - --------
+Mr. Williams, who previously served as a director of the Bank from 1984 to
1990 and as a director of the Corporation from 1986 to 1990, was appointed by
the Board of Directors in February 1992 to fill an unexpired term of a Class I
director. Mr. Williams was nominated and elected to serve a full term as a
Class I director of the Corporation at the 1992 annual meeting of the
Corporation's shareholders.

* Includes 23,760 shares which Mr. Stevens has the right to acquire and 7,240
shares which Mr. Wasson has the right to acquire through exercise of stock
options granted under the Corporation's Stock Option and Stock Appreciation
Rights Plan and 7,269 shares held by Mr. Stevens and 1,425 shares held by Mr.
Wasson based on their interests in the Corporation's Thrift and Savings Plan.

5
<PAGE>

2. Eleanor Carson Donato 67 1986 300 .03%
President and Owner of
C.N. Agnew, Realtor,
Inc., real estate
brokerage, 1975 to
present

3. Samuel C. Wasson, Jr. 56 1982 9,565* .87%
Secretary of the Bank
and Corporation since
January of 1992; Vice
President of the
Corporation since its
formation in 1986 until
January 1992; Executive
Vice President of the
Bank since November
1993 and Treasurer from
1980 until November
1993; prior to that, a
Vice President of the
Bank since 1969

CONTINUING DIRECTORS
Class IV

The terms of the following directors expire
in 1998:
1. Darrell J. Bell 55 1990 600 .05%
Consultant to Main Line
Health, Inc. since
November 1994, Senior
Vice President Main
Line Health, Inc. from
October 1993 until
November 1994 President
and Chief Executive
Officer, from June,
1987 until October 1,
1993, The Bryn Mawr
Hospital, and prior
thereto, from April,
1977, Executive Vice
President and Chief
Operating Officer of
the Hospital
2. Richard B. Cuff 63 1983 4,088 .37%
President, Cuffco, Inc.,
Cobb & Lawless Service
Co., Inc. and Main Line
Appliances & Custom
Kitchens LTD.,
electrical contracting,
service and retail
sales
3. Thomas J. Farrell, Jr. 48 1990 300 .03%
Managing Partner, since
1984, of Renvyle Realty
Company, a real estate
investment company
Executive officers as a
group (10 persons) 59,454 5.44%
All directors and
executive officers as a
group (20 persons) 82,594 7.55%
</TABLE>

6
<PAGE>

Footnote Information Concerning Directors

(1) Reference to service on the Boards of Directors refers to the Bank only
prior to 1986 and to the Bank and Corporation since 1986.
(2) The number of shares "beneficially owned" in each case includes 100 shares
which each director must own to qualify as a director of the Corporation,
and also includes, when applicable, shares owned beneficially, directly or
indirectly, by the spouse or minor children of the director, and shares
owned by any other relatives of the director residing with the director.
None of the directors holds title to any shares of the Corporation of
record which such director does not own beneficially.
(3) The Corporation does not know of any person having or sharing voting power
and/or investment power with respect to more than 5% of the Corporation's
Common Stock other than Thomas J. Carroll. (See "Security Ownership of
Certain Beneficial Owners").
(4) Mr. Havens also serves as a director of Presidio Oil Company of Denver,
Colorado and Nobel Education Dynamics, Inc. formerly known as Rocking Horse
Child Care Centers of America, Inc. of Cherry Hill, New Jersey.

None of the directors is a party to any contract, arrangement or
understanding with respect to any of the Corporation's Common Stock, other than
in connection with (i) the Corporation's Stock Option and Stock Appreciation
Rights Plan, and (ii) the Corporation's Non-Employee Directors Stock Option
Plan, to be considered by the shareholders at this Annual Meeting.

CORPORATION'S AND BANK'S EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
current executive officers of the Corporation and Bank as of March 3, 1995:

<TABLE>
<CAPTION>
CORPORATION
STOCK
NAME, PRINCIPAL OCCUPATION AGE AS OF BENEFICIALLY
AND BUSINESS EXPERIENCE MARCH 3, 1995 OFFICE WITH THE CORPORATION AND/OR BANK OWNED
FOR PAST 5 YEARS ------------- --------------------------------------- ------------
<S> <C> <C> <C>
Robert L. Stevens....... 57 President and Chief Executive Officer 36,423*
and Director of Corporation and
Bank
Samuel C. Wasson, Jr.... 56 Secretary and Director of Corporation 9,565*
and Executive Vice President--
Loans, Secretary and Director of
Bank
Robert J. Ricciardi..... 46 Vice President of Corporation and 4,578*+
Executive Vice President of Bank--
Community Banking
Joseph W. Rebl.......... 50 Treasurer of Corporation and Treasurer 4,270*
and Senior Vice President of Bank--
Finance
Paul M. Kistler, Jr.(1). 58 Senior Vice President of Bank--Human 769*
Resources, Facilities and Marketing
Thomas M. Petro(2)...... 36 Senior Vice President of Bank-- 926*
Operations
Richard I. Sichel(3).... 49 Senior Vice President of Bank--Trust 278*
Joseph G. Keefer(4)..... 36 Senior Vice President of Bank-- 345*
Commercial and Real Estate Lending
Donald B. Krieble(5).... 51 Senior Vice President of Bank-- 2,300*
Consumer Credit Services
Leo M. Stenson.......... 44 Vice President and Auditor of Bank 0
</TABLE>
- - --------
Footnote Information Concerning Executive Officers
* Includes exercisable stock options and/or the interests of the executive
officers held in the Corporation's Thrift and Savings Plan stated in terms of
the Corporation's shares.
+ Includes interests of the executive officer held in the Corporation's
Executive Deferred Bonus Plan stated in terms of the Corporation's shares.

7
<PAGE>

- - --------
(1) Mr. Kistler was retained by the Bank as a human resources consultant in
November 1992 and was appointed Senior Vice President--Human Resources and
Facilities in January 1993 and in April of 1993 assumed responsibility for
the Bank's marketing function. Formerly Mr. Kistler was employed by
Philadelphia National Bank in various capacities including Secretary of the
Board of Directors; CoreStates Financial Corporation as Manager,
CoreSearch; and as a consultant.
(2) Mr. Petro was appointed a Vice President of the Bank in January 1992 and
Senior Vice President--Operations in November of 1993. Mr. Petro was the
President of Profit Research Consulting, Inc., a wholly owned subsidiary of
the Corporation, from its formation in June 1990 until it ceased operations
in December 1992. Formerly Mr. Petro was Assistant Vice President and
Manager of Management Science Associates, Inc. since September 1986.
(3) Mr. Sichel was employed by the Bank as a Group Vice President in the Trust
Department in September 1992 and in November 1993 was appointed Senior Vice
President in charge of the Trust Department. Prior to joining the Bank, Mr.
Sichel was a Financial Consultant with Merrill Lynch from 1991 and from
1984 until 1991 he was Director of Investment Research for Trust
Investments with First Pennsylvania Bank, N.A. (now merged into CoreStates
Bank, N.A.).
(4) Mr. Keefer was employed by the Bank as Vice President of Commercial Loans
in March 1991 and appointed Senior Vice President Commercial and Real
Estate Lending in June of 1994. Formerly, Mr. Keefer was employed by First
Pennsylvania Bank N.A. (now merged into CoreStates Bank, N.A.) since 1980
in various lending capacities including Divisional Vice President.
(5) Mr. Krieble was employed by the Bank as Vice President of Consumer Credit
Services in August 1992 and appointed Senior Vice President in June of
1994. Formerly Mr. Krieble was a Senior Vice President--consumer loan
administration with Meridian Bank since 1968.

EXECUTIVE COMPENSATION

GENERAL DISCLOSURE CONSIDERATIONS CONCERNING EXECUTIVE COMPENSATION

The Corporation believes that its shareholders should be provided clear and
concise information about the compensation of the Bank's executives and the
reasons the Bank's Board of Directors /(1)/ made decisions concerning executive
compensation, consistent with the Securities and Exchange Commission's (the
"Commission") proxy statement disclosure rules regarding disclosure of
executive compensation.

The format and content of the information set forth below is intended to
enable the Corporation's shareholders to understand the rationale and criteria
for the Corporation's and Bank's executive compensation program and the
compensation paid to the named executives and its other executives and key
employees.

The Corporation welcomes shareholder comment on whether the objective--to
provide information to the Corporation's shareholders that is useful and
clearly stated--has been met. Please send any comments or suggestions for
further improvements in disclosure to Samuel C. Wasson, Jr., Secretary at 801
Lancaster Avenue, Bryn Mawr, Pennsylvania 19010-3396.

EXECUTIVE COMPENSATION
The following information relates to all plan and non-plan compensation
awarded to, earned by, or paid to (i) Robert L. Stevens, the President and
Chief Executive Officer of the Bank, and (ii) the Bank's four (4) most highly
compensated executive officers, other than Mr. Stevens, who were serving as
executive officers of the Bank at December 31, 1994 (Mr. Stevens and such
officers, the "Named Executive Officers") as well as an executive officer whose
employment was terminated in December of 1994.

The following information reflects bonus compensation earned by the Named
Executive Officers during 1994 and paid to them in January 1995, except as may
otherwise be indicated. Any compensation awarded to, earned by, or paid to the
Named Executive Officers during 1995 will be reported in the proxy statement
for the Corporation's 1996 Annual Meeting of Shareholders, unless such
compensation has been previously reported.
- - --------
/(1)/The Corporation's executives are not compensated for their services to the
Corporation rather, because the Bank is the principal subsidiary of the
Corporation, they are compensated as officers of the Bank.

8
<PAGE>

SUMMARY COMPENSATION TABLE

The disclosure regarding the compensation of the Bank's executives includes
the following table that sets forth the compensation paid to the listed
Executive Officers during the last three fiscal years./(2)/

<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1)
-----------------------
STOCK
NAME AND OPTIONS / ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (2) SARS COMPENSATION (3)
------------------ ---- -------- --------- --------- ----------------
($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
Robert L. Stevens.......... 1994 $203,442 $30,000 20,000 $6,000
President and Chief Execu-
tive Officer 1993 188,229 37,000 7,300 5,550
1992 183,270 0 0 5,348
Robert T. Pollak (4)....... 1994 126,777 0 1,100 2,700
Senior Vice President-- 1993 92,750 12,000 0 2,700
Sales
1992 96,419 0 0 2,807
Samuel C. Wasson, Jr....... 1994 107,293 18,000 5,000 3,150
Executive Vice President--
Loans and Secretary 1993 102,551 20,000 2,100 3,007
1992 101,834 0 0 2,978
Richard I. Sichel.......... 1994 108,562 15,000 2,000 3,150
Senior Vice President-- 1993 102,636 6,630 0 0
Trust
1992 29,097 0 0 0
Robert J. Ricciardi........ 1994 98,048 18,000 4,000 2,850
Executive Vice President-- 1993 90,458 20,000 1,900 2,635
Community Banking
1992 83,335 0 0 2,512
Joseph W. Rebl............. 1994 96,212 14,000 2,500 2,820
Senior Vice President--Fi- 1993 96,150 18,000 1,900 2,820
nance and
Treasurer 1992 90,578 0 0 1,197
</TABLE>
- - --------

(1) A Table for Long-Term Compensation, including an Other Annual Compensation
column is not included because no compensation of this nature is paid by
the Corporation or the Bank and the restricted stock awards and long term
incentive payouts columns are not included in the Compensation Table since
these benefits are not made available by the Corporation or the Bank.

(2) During 1992, no bonuses were awarded to any Bank employees, including the
Named Executive Officers. Based on improved Bank earnings for 1993 and
1994, bonuses were awarded to the Named Executive Officers in January, 1994
and January, 1995.

(3) The Corporation maintains the Bryn Mawr Bank Corporation Thrift and Savings
Plan which was amended and restated to comply with Section 401(k) of the
U.S. Internal Revenue Code, effective January 1, 1985. The amended Thrift
Plan allows employees of each participating employer to contribute, on a
pre-tax basis, up to 16% of their annual compensation, as defined in the
Plan, but not to exceed $9,240 in 1995 and is included in All Other
Compensation. Quarterly, each participating employer matches the employees'
contribution dollar for dollar to a maximum of 3% of the employee's annual
compensation as defined in the Plan document.

(4) Included in Mr. Pollak's 1994 salary was an incentive payment, related to
growth in deposits, amounting to $33,674. As a part of the elimination of
the Bank's sales department, Mr. Pollak's employment was terminated in
December 1994.
- - --------
/(2)/The Commission's compensation disclosure rules require the use, where
applicable, of a series of tables to describe various types of compensation
paid to the specified executive officers. The use of a specific table or
column in a table is not required by the Commission's rules if no
compensation paid or awarded to the named executives requires the use of
the specific table or column. Only the tables or columns required to be
used by the Commission's rules, because of the compensation paid to the
specified executive officers, have been used in this Proxy Statement.

9
<PAGE>

CHANGE OF CONTROL AGREEMENTS

In 1991, at the recommendation of the Corporation's Compensation Committee,
the Corporation's Board of Directors approved Executive Severance Change-of-
Control Agreements (the "Agreements") with the following officers: Messrs.
Stevens, Wasson, Rebl, and Ricciardi. The Agreements were unanimously approved
by the outside members of the Board of Directors.

The Board of Directors believes that the Agreements assure fair treatment of
the covered officers since benefits provided are comparable to termination
benefits afforded by other companies to secure and retain key officers.
Furthermore, by assuring the officers some financial security, the Agreements
protect the shareholders by tending to neutralize any bias of these officers in
considering proposals to acquire the Corporation. The Board believes that these
advantages outweigh the disadvantage of the potential cost of the benefits.

The Agreements, which are between the Bank and each of the covered officers,
provide for a lump sum severance benefit if such officers' employment is
terminated under certain circumstances within two years following a "change of
control" (as defined in the Agreements) of the Corporation. Such circumstances
include termination of employment other than for "cause" (as defined in the
Agreements) or the resignation of such officer following a significant
reduction in the nature or scope of his/her authority, duties or
responsibilities, removal from their position as an officer of the Corporation
or Bank, reduction in base salary of the officer in effect immediately prior to
the change of control, revocation or reduction of benefits payable to the
officer under the Corporation's or Bank's benefit plans, without obtaining the
officer's written consent thereto, transfer of the officer to a location
outside the greater Philadelphia area or the general area of the officer's
principal residence, immediately prior to the change of control, or the officer
being required to undertake business travel substantially greater than his/her
business travel immediately prior to the change of control.

The amount of severance benefit to be paid would be an amount in cash equal
to (a) the greater of two weeks of the officer's base salary for each full or
partial year employed by the Bank, or (b) in the case of Mr. Stevens, two times
the sum and in the case of the other officers the sum of, (i) the officer's
salary in effect either immediately prior to the termination of employment or
immediately prior to the change of control, whichever is higher, and (ii) the
higher of (x) the bonus earned by the officer under the Bank's annual bonus
plan in respect of the fiscal year ended immediately prior to his/her
termination of employment, or (y) the average of the bonuses earned by the
officer under the Bank's annual bonus plan in the three fiscal years
immediately prior to such termination of employment, plus (c) an amount equal
to the excess, if any, of the aggregate fair market value of the Corporation's
Common Stock, that is, the closing price of the Corporation's Common Stock on
the last business day the Common Stock was traded immediately preceding the
termination date (the "Termination Date") of the officer's employment, subject
to outstanding and unexercised stock options, whether vested or unvested,
granted to the officer under the Corporation's Stock Option and Stock
Appreciation Rights Plan, over the aggregate exercise price of all such stock
options, (d) to the extent not heretofore paid, the officer's salary through
the date of termination and the officer's salary in lieu of any unused
vacation, (e) an amount equal to all awards earned by the officer in respect of
completed plan periods prior to the Termination Date for the Corporation's
Thrift and Savings Plan and the Bank's annual bonus plan, and payment in
respect of such plans for the uncompleted fiscal year during which termination
of employment occurs, (f) the cost to continue or cause to be continued until
24 whole months for Mr. Stevens and 12 whole months for the other officers
after the Termination Date, on the cost-sharing basis in effect immediately
prior to the change of control, the medical, dental, life and disability
insurance benefits substantially equivalent in all material respects to those
furnished by the Bank to the officers immediately prior to the change of
control, provided, however, that the obligation of the Bank to provide such
benefits shall cease at such time as the officer is employed on a full-time
basis by a party not owned or controlled by the officer, that provides the
officer, substantially the same benefits on substantially the same cost-sharing
basis as that between the Bank and the officer in effect immediately prior to
the change of control, (g) for both vesting and benefit calculation purposes,
credit with 2 additional, "years of credited service", (as

10
<PAGE>

defined in the Corporation's Pension Plan), for Mr. Stevens and 1 additional
year for the other officers under the Corporation's Pension Plan and
Supplemental Employee Retirement Plan, in addition to the years of credited
service that would have otherwise been calculated by reference solely to the
Termination Date, and (h) the cost of reasonable career counseling services
for the officer. To the extent necessary to provide the covered officers with
the additional years of credited service obtainable under the Agreements the
Corporation has agreed to amend its Supplemental Employee Retirement Plan or
create such supplemental retirement plans as are necessary.

The Agreements terminate in 1997 but are automatically extended for
additional one year periods unless the Bank provides written notice to cancel.
The terms of outstanding Agreements cannot end prior to the expiration of two
years after the occurrence of a Change of Control regardless of any notice by
the Bank to cancel.

In addition to the severance benefits outlined above, each covered officer
would be entitled to receive all other compensation and benefits payable
generally in the event of termination of employment. The aggregate amount of
all such compensation and benefits is subject to a limitation designed to
allow the Bank and Corporation to deduct, for federal income tax purposes, any
payments made pursuant to the Agreements.

The amount of severance salary benefits each of the officers would be
entitled to, pursuant to the Agreement if an event which triggered the payment
occurred on the date of the Proxy Statement, is as follows: Messers. Stevens
$480,000, Wasson $133,000, Rebl $108,000, and Ricciardi $113,000.

The Corporation may terminate each officer's employment, without liability,
under the respective Agreements for cause as defined therein.

STOCK OPTION TABLES

OPTION GRANTS TABLE

The following table sets forth, with respect to grants of stock options made
during 1994 to each of the Named Executive Officers: (i) the name of the
executive officer (column (a)); (ii) the number of options granted (column
(b)); (iii) the percent the grant represents of the total options granted to
all employees during 1994 (column (c)); (iv) the per share option price of the
options granted (column (d)); (v) the expiration date of the options (column
(e)); (vi) the value of the options at grant date (column (f)) and (vii) the
potential realizable value of each grant assuming the market price of the
Common Stock appreciates in value from the date of grant to the end of the
option term at a rate of (A) five percent (5%) per annum (column (g)) and (B)
ten percent (10%) per annum (column (h)).

OPTION GRANTS IN 1994

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(2)
----------------- ---------------------
(A) (B) (C) (D) (E) (F) (G) (H)
% OF TOTAL
OPTIONS OPTIONS GRANTED EXERCISE OR
GRANTED TO EMPLOYEES BASE PRICE EXPIRATION
NAME (#)(1) IN 1994 (1) ($/SH) DATE ($) 5% ($) 10% ($)
---- ------- --------------- ----------- ---------- --- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Stevens....... 20,000 37% $31.75 7/14/2004 0.0 399,400 1,012,000
Samuel C. Wasson, Jr. .. 5,000 9% $32.00 8/18/2004 0.0 100,600 255,000
Richard I. Sichel....... 2,000 4% $32.00 8/18/2004 0.0 40,240 102,000
Robert J. Ricciardi..... 4,000 7% $32.00 8/18/2004 0.0 80,480 204,000
Joseph W. Rebl.......... 2,500 5% $32.00 8/18/2004 0.0 50,300 127,500
</TABLE>
- - --------
(1) The options reported above were granted to Mr. Stevens on July 14, 1994
and to all the other Named Executive Offices on August 18, 1994 and are
exercisable 20% each year commencing one year from the date of grant and
until expiration.
(2) The dollar amounts in this table are the result of calculations at stock
price appreciation rates specified by the Commission and are not intended
to forecast actual future appreciation rates of the Corporation's stock
price.

11
<PAGE>

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE

The following table sets forth, with respect to each exercise of stock
options during 1994 by each of the Named Executive Officers and the year-end
value of unexercised options on an aggregated basis: (i) the name of the
executive officer (column (a)); (ii) the number of shares received upon
exercise, or, if no shares were received, the number of securities with respect
to which the options were exercised (column (b)); (iii) the aggregate dollar
value realized upon exercise (column (c)); (iv) the total number of unexercised
options held at December 31, 1994, separately identifying the exercisable and
unexercisable options (column (d)); and (v) the aggregate dollar value of in-
the-money, unexercised options held at December 31, 1994, separately
identifying the exercisable and unexercisable options (column (e)). As of
December 31, 1994, there were no stock appreciation rights outstanding.

AGGREGATED OPTION EXERCISES IN 1994 AND DECEMBER 31, 1994 OPTION VALUES

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/94 (#) 12/31/94 ($)/(1)/
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------ ------------- -----------------
<S> <C> <C> <C> <C>
Robert L. Stevens....... -- -- 23,760/24,240 130,223/1,590
Robert T. Pollak........ -- -- 220/880 83/330
Samuel C. Wasson, Jr.... -- -- 7,240/6,040 38,428/390
Richard I. Sichel....... -- -- --/2,000 --/--
Robert J. Ricciardi..... -- -- 1,820/4,880 4,883/330
Joseph W. Rebl.......... -- -- 4,170/3,380 10,545/330
</TABLE>
- - --------
/(1)/Based upon $31.75 per share market value at December 31, 1994.

STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN

In 1993 the Corporation's Board of Directors adopted and in 1994 the
Corporation's shareholders approved a restated Bryn Mawr Bank Corporation 1986
Stock Option and Stock Appreciation Rights Plan (the "Plan"). The Corporation's
Board of Director's Compensation Committee (the "Committee"), composed of four
non-management directors, who are ineligible to receive grants under the Plan,
is authorized to grant stock options ("Option(s)") and stock appreciation
rights ("SAR(s)") to key officers (hereinafter called "officer(s)") of the Bank
selected by the Committee. Up to 98,440 shares of the Corporation's Common
Stock may be issued under the Plan, subject to adjustment for stock dividends,
stock splits and other similar corporate transactions.

An Option gives the officer the right to purchase a certain number of shares
of the Corporation's Common Stock for a specified price during a specified
period. Options may be either incentive stock options ("ISOs") or nonqualified
stock options, each of which, as described below, results in different federal
income tax consequences to the officer and the Corporation. An officer may
receive the value of an SAR in cash, shares of the Corporation's Common Stock,
or a combination of both, as determined by the Committee. The "value" of an SAR
is equal to the excess of the market price of each share of the Corporation's
Common Stock on the date of exercise over the market price on the date of grant
subject to the limitation that the value of the SAR may not exceed 200% of the
market price on the date of grant. SARs may be granted only in conjunction with
a nonqualified stock option as determined by the Committee.

Options and SARs may not be exercised before one year from the date of grant
and may not be exercised more than three months after employment terminates for
any reason other than death, disability or retirement of the officer in which
case the officer or the officer's successor in interest, as provided in the
relevant option agreement, shall have the right to exercise the Option within
twelve months of the date of termination of the employment with respect to any
nonqualified stock option or SAR and within twelve months of the date of death
or disability with respect to an ISO, unless the Committee provides otherwise
at the time of grant. Options and SARs may not have a term of more than ten
years, and may not have an exercise price less than the fair market value of
the Corporation's Common Stock on the date of grant.

12
<PAGE>

If the Committee approves, an officer may pay the exercise price of an Option
in shares of the Corporation's Common Stock, which have been held by the
officer for at least one year, having an aggregate fair market value (at the
date of exercise) equal to the exercise price, or in any combination of cash
and Corporation's Common Stock. Officers, who have Options should consult their
tax advisers for the federal, state and local tax consequences in their
specific circumstances.

During 1994, of the 42,000 nonqualified stock options granted to the Bank's
officers, Messrs. Stevens, Wasson, Rebl, Ricciardi, and Sichel were granted
options to purchase 20,000, 5,000, 2,500, 4,000 and 2,000 shares of the
Corporation's Common Stock, respectively. The option price for all of the
nonqualified stock options granted during 1994 was $31.75 per share for Mr.
Stevens and $32.00 per share for the Other Named Executive Officers and as of
March 3, 1995, these nonqualified stock options had not become exercisable
under the terms of the Plan. No ISO's or SAR's have been granted under the
Stock Option Plan.

EXECUTIVE DEFERRED BONUS PLAN

In 1989, the Corporation established the Deferred Bonus Plan (the "Plan"),
which permits executives of the Bank annually to defer all or a portion of any
bonus (the "Deferred Compensation") which the executives may be awarded. The
executives who are eligible to participate in the Plan are selected annually by
the Board of Directors of the Bank. The Plan is an unfunded non-qualified plan
and the Plan funds are held in a trust administered by the Bank's Trust
Department. Under the Plan the participating executives may elect to invest the
Deferred Compensation in a collective investment money market fund, income
common trust fund or diversified common trust fund, an international equity
fund or in the Corporation's common stock. Participants may elect to defer the
receipt of the Deferred Compensation until (i) January of the following year or
(ii) retirement or separation from employment. In certain very limited
circumstances involving a hardship, as defined in the Plan, participants may
request withdrawal of his/her Deferred Compensation. The right to receive
future payments under the Plan is an unsecured claim against the general assets
of the Corporation. Payments of Deferred Compensation may be made only in cash
or Corporation stock as provided in the Plan.

PENSION PLAN

In December 1989, the Corporation assumed sponsorship of the Bank's non-
contributory pension plan (the "Pension Plan") and amended the Pension Plan to
cover the eligible employees of the Corporation and the Bank, (the "Employer").
Currently only Bank employees are eligible for benefits under the Plan.
Employees of the Bank (collectively called the "participants") become eligible
to participate in the Pension Plan on January 1st following their attainment of
20 1/2 years of age and performance of six (6) months of service during which
500 hours of service are credited, as those terms are defined in the Pension
Plan. Benefits under the Pension Plan are paid from a trust for which the Bank
is Trustee. The payments are made monthly under various options provided for in
the Pension Plan, selected by the participants. For funding purposes it is the
Corporation's policy to fund amounts necessary to maintain the actuarial
soundness of the Pension Plan. The Pension Plan is fully funded and therefore,
based on ERISA funding requirements, no contribution was needed or allowed in
1994. The net periodic pension cost is computed on the basis of accepted
actuarial methods which include the current year service cost and prior years
costs, which are amortized over a 4 year period. The Bank's net periodic
pension cost for 1992, 1993 and 1994 was $18,146, ($106,048) and ($45,080),
respectively, decreasing the unfunded accrued pension expense for accounting
purposes to $76,424 as of December 31, 1994.

The Corporation's actuaries indicate that the amount of the contribution,
payment or accrual with respect to a participant is not and cannot readily be
separately or individually calculated under the actuarial cost method used in
determining aggregate contribution requirements for the Corporation's Pension
Plan. Covered compensation is the basic rate of salary paid to a participant
including bonus and overtime.

13
<PAGE>

Set forth below is a table of annual pension benefits based on the rates of
salary in various years of service categories for participants retiring at age
65 in 1994.

PENSION BENEFIT TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------
FINAL AVERAGE
SALARY 15 20 25 30 35 40
- - ------------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 20,000 $ 3,900 $ 5,200 $ 6,500 $ 7,800 $ 9,100 $ 10,400
40,000 9,000 12,000 15,000 18,000 21,000 23,600
60,000 14,400 19,200 24,000 28,800 33,600 37,500
80,000 19,800 26,400 33,000 39,600 46,200 51,400
100,000 25,200 33,600 42,000 50,400 58,800 65,300
120,000 30,600 40,800 51,000 61,200 71,400 79,200
140,000 36,000 48,000 60,000 72,000 84,000 93,100
160,000 39,669 52,915 66,162 79,408 92,654 102,673
180,000 44,515 59,492 74,469 89,446 104,423 115,788
200,000 49,362 66,069 82,777 99,485 116,192 118,800*
</TABLE>
- - --------
* Maximum benefit permitted by Internal Revenue Code, as amended.

Differences in the pension benefit table exist because the Pension Plan is
integrated with Social Security benefits, and participants with less income
receive a greater portion of their retirement benefits from Social Security.
The goal of the Pension Plan is to provide long-term participants with annual
benefits from both the Pension Plan and Social Security approximating 60% of
their highest average five year annual compensation.

Benefits paid by the Plan are based on the participants highest average
consecutive five year annual compensation in the ten years prior to
participant's retirement. The estimated benefits for the executive officers
named in the Summary Compensation Table were based on each officer's 1994
compensation and do not take into consideration any future increases in
compensation and are straight life annuity amounts which would be actuarially
reduced for a 100% joint and survivor annuity to the officer and the officer's
spouse.

For the Named Executive Officers in the Summary Compensation Table, the
estimated annual benefits upon normal retirement at age 65 under the Pension
Plan are as follows: Robert L. Stevens, $118,800, Samuel C. Wasson, Jr.,
$75,733, Robert J. Ricciardi, $67,734, Joseph W. Rebl, $48,396 and Richard I.
Sichel, $29,824. Messrs. Stevens, Wasson, Ricciardi, Rebl and Sichel, have 35,
29, 19, 13 and 1, credited years of service, respectively, under the Pension
Plan.

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

Current Federal law places certain limitations on the amount of retirement
income that can be paid pursuant to a pension plan qualified under the Internal
Revenue Code, such as the Corporation's Pension Plan. As of December 31, 1994,
Mr. Stevens is the only executive officer participating in the Pension Plan
who, based on service to date, would be affected by such limitations. The
Corporation has adopted the Bryn Mawr Bank Corporation Supplemental Employee
Retirement Plan, an unfunded supplemental plan which is designed to provide
those amounts which would be payable as pension benefits, except for such
limitations under the Internal Revenue Code, which will be paid by the
Corporation out of operating funds.

BRYN MAWR BANK CORPORATION THRIFT AND SAVINGS PLAN

In December of 1989, the Corporation assumed sponsorship of the Bank's Thrift
and Savings Plan and amended the plan to cover eligible employees of the
Corporation and the Bank, (the "Employer"). An employee of the Corporation or
the Bank, (collectively called the "participants") becomes eligible to
participate in the Bryn Mawr Bank Corporation Thrift and Savings Plan (the
"Thrift Plan") on January 1st following his/her attainment of 20 1/2 years of
age and performance of six (6) months of service during which

14
<PAGE>

500 hours of service are credited as those terms are defined in the Thrift
Plan. Participants may elect to have what would otherwise be his/her
compensation reduced and cause the amount of such reduction to be contributed,
on his/her behalf, to the Thrift Plan's related trust in an amount from 1% to
16% of his/her compensation. The Employer makes a dollar for dollar matching
contribution, up to 3% of each participant's compensation. All participants may
elect to contribute after-tax dollars to the Thrift Plan's related trust in an
amount from 1% to 10% of his/her compensation but the Employer will not match
such contributions. In any Thrift Plan year the Employer may make contributions
to the participants' discretionary accounts in the Thrift Plan of such portions
of its net profits as the Employer's Board of Directors may determine, subject
to certain limitations in the Thrift Plan.

The Thrift Plan permits a participant to cause the participant's account
balance to be invested in one or more of five different investment funds,
including an investment in the Corporation's Common Stock. As of December 31,
1994, the Thrift Plan's related trust held 22,073 shares of Corporation's
Common Stock for the benefit of 59 participants. Each such participant or
beneficiary owns an undivided interest in the whole of the Corporation's Common
Stock Fund of the Thrift Plan. Under the terms of the Thrift Plan and its
related trust agreement, the trustee possesses the power and authority to vote
the Corporation's Common Stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Some of the directors and executive officers of the Bank and the companies
with which they are associated were customers of, and had banking transactions
with, the Bank in the ordinary course of its business during 1994. All loans
and commitments to lend were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons. In the opinion of Bank management, the loans
and commitments did not involve more than a normal risk of collectability or
present other unfavorable features.

(ART)

15
<PAGE>

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Bank's Board of Directors (the "Bank
Compensation Committee") is composed entirely of independent outside directors
(see Information About Committees of the Bank's Board of Directors). The Bank
Compensation Committee is responsible for setting and administering the Bank's
compensation policies, including those which govern salary and the bonus
program applicable to the Bank's executive officers including the Named
Executive Officers.

The Compensation Committee of the Corporation's Board of Directors (the
"Corporation Compensation Committee") is composed entirely of independent
outside directors (see Information About Committees of the Corporation's Board
of Directors). The Corporation's Compensation Committee is responsible for
setting and administering the policies which govern the grant to key Bank
personnel of options to purchase the Corporation's stock including the Named
Executive Officers.

EXECUTIVE COMPENSATION POLICY PRINCIPLES

The Bank's compensation policy is designed to (i) retain and attract highly
qualified key executives essential to the long-term success of the Bank and
Corporation; (ii) reward such executives for consistent successful management
of the Bank and enhancement of shareholder value; and (iii) create a
performance-oriented environment that rewards performance not only with respect
to the Bank's goals but also the Bank's performance in relation to comparable
industry performance levels.

The Bank's Compensation Committee annually considers the Bank's economic
performance in terms of its asset diversification and quality, expense levels,
net income, capital accumulation and retention, return on equity and other
relevant criteria used in the financial services industry and seeks to relate
those considerations to the Bank's performance and each executive's performance
of his duties.

The Bank's executive compensation program, established by the Bank
Compensation Committee, is based on the belief that each executive officer's
compensation should bear a relationship to the business success of the Bank and
Corporation, the value of the Corporation's stock and any significant
accomplishments by that executive officer.

ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM

The Bank's total compensation program for its executive officers currently
consists of base salary, a fringe benefit package, and an opportunity,
depending on the Bank's annual earnings and other economic criteria, to obtain
a cash bonus and options to purchase Corporation stock at the market price or a
premium above the market price determined by the Corporation's Compensation
Committee when such options are awarded.

SALARY COMPENSATION AND FRINGE BENEFITS

The salary compensation is highly competitive with other community banks in
the Delaware Valley and is combined with a fringe benefit package available to
the executive officers and other employees designed to retain and attract
experienced and highly professional banking personnel. Each officer's salary is
reviewed annually based on that person's level of management responsibility at
the Bank and performance of duties.

BONUS AWARDS

The Bank's officers, including the named Executive Officers, have an
opportunity to be awarded a cash bonus based in large measure on the economic
performance of the Bank on an annual basis and each individual officers
accomplishment of his designated responsibilities and goals. Bonuses paid to
the Named Executive Officers, which were determined on the basis of the Bank's
earnings performance in 1994 and paid in January of 1995, reflected the Bank's
continued earnings improvement. The Bank Compensation

16
<PAGE>

Committee particularly noted that such earnings improvement was accomplished in
a rising interest rate environment which caused a significant decrease in
income generated by the mortgage origination and sales activity which was more
than replaced by increased earnings from the banking and trust activities.

STOCK OPTIONS

On the basis of the Bank's economic performance, the Named Executive Officers
and other key officers have historically been awarded options to purchase
Corporation stock. From time to time, the Corporation Compensation Committee
consults with an independent professional compensation consultant to help
determine appropriate stock option awards to its key officers. Stock option
awards also reflect the Corporation Compensation Committee's evaluation of each
individual's attainment of operational and strategic goals and contributions to
a sustained increase in the Corporation's value.

In 1994, the Corporation's shareholders approved an amendment to the
Corporation's Stock Option and Stock Appreciation Rights Plan (the "Plan") to
authorize the issuance of an additional 54,430 options to purchase the
Corporation's Common Stock. The Plan is an integral part of the executive
compensation program. The Plan is designed to encourage and create ownership
and retention of the Corporation's stock by the key officers but not result in
significant dilution. To facilitate this objective, pursuant to the Plan, when
the Bank's income and other economic criteria merit, stock options are awarded
by the Corporation's Compensation Committee to the Named Executive Officers and
other key officers to reward them for their achievements on behalf of the Bank
and encourage them to increase their ownership of Corporation stock. Such stock
options have a ten (10) year term, are exercisable at the market price of the
Corporation's stock, and in certain instances a premium above that price, when
they are issued and vest commencing one year or more after the date the options
are issued.

EXECUTIVE COMPENSATION DECISIONS FOR 1994

The Bank Compensation Committee evaluated the Bank's business performance for
1994 and determined, based on such performance and the criteria outlined above,
that salary increases and bonuses were merited by the Named Executive Officers.

Based on the Corporation's 1994 business performance, the Corporation
Compensation Committee determined that stock options should be granted to the
Named Executive Officers and other key officers. The option awards made by the
Corporation Compensation Committee were consistent with the compensation
strategy and policy referred to in this report.

FACTORS AND CRITERIA ON WHICH PRESIDENT'S COMPENSATION WAS BASED IN 1994

The Bank Compensation Committee meets annually, without the President, Mr.
Stevens, being present, to evaluate his performance and review his compensation
package. The Bank Compensation Committee reports on that evaluation to the
independent directors of the Board.

Mr. Stevens is eligible to participate in all executive compensation programs
available to all other executives.

As indicated in the foregoing discussion concerning the principles upon which
the Bank's compensation policy is based, the Bank's economic performance and
the performance by Mr. Stevens of his duties as President are the essential
elements upon which 1994 compensation was based. Also considered by the Bank
Compensation Committee was the continuing improvement over the last three (3)
years in the Bank's fundamental economic strength.

In establishing Mr. Stevens' 1994 annual compensation, including any stock
options awarded to him, the primary economic performance criteria which the
Bank Compensation Committee considered are the Bank's annual earnings, the
additional capital accumulated by the Bank and the adequacy of the Bank's
regulatory capital ratios, as well as any increase in value of the
Corporation's stock and the dividends paid on the Corporation's stock. The
Committee also considered that the Bank (i) was successfully managed and
operated in a rising interest rate environment which resulted in a significant
reduction in the Bank's mortgage

17
<PAGE>

loan origination and sales income; (ii) further reduced its problem real
estate loans and non-performing assets while continuing to retain a large loan
loss reserve in relationship to its problem loans; and (iii) continued
successful management of the Bank's overhead expense and staff.

In summary, the Bank has significantly improved its economic performance
during 1994 and the two (2) prior years. In addition, in 1993, the Corporation
commenced dividend payments on its stock which have been increased in 1994 and
again in 1995.

In accordance with the criteria described above, the Bank Compensation
Committee determined that, based on the Bank's earnings performance and its
other accomplishments in 1994, Mr. Stevens earned an increase in salary and a
bonus.

In July of 1994, Mr. Stevens was awarded stock options to purchase 20,000
shares by the Corporation Compensation Committee. The options granted were
based on, among other things, the Committee's evaluation of the Corporation's
performance during 1993 and part of 1994, historical information regarding
previous option grants/1/, the Committee's perception of Mr. Stevens' expected
future contributions to the Corporation's achievement of its long-term
performance goals and the Committee's ongoing goal to reward demonstrated
leadership qualities.

THE COMPENSATION COMMITTEES

The Bank's and Corporation's Compensation Committees are composed of the
same members consisting of Richard B. Cuff, Thomas J. Farrell, Jr., Phyllis M.
Shea and B. Loyall Taylor, Jr. who each endorsed this report.

Respectfully submitted:

Richard B. Cuff, Chairman
Thomas J. Farrell, Jr.
Phyllis M. Shea
B. Loyall Taylor, Jr.

- - --------
/1/In 1993, the Committee also awarded Mr. Stevens 7,300 options to purchase
Corporation stock.

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<PAGE>

PROPOSAL 1

ELECTION OF DIRECTORS

(ITEM 1 ON THE PROXY CARD)

NOMINEES FOR DIRECTORS

The following directors have been nominated by the Corporation's Board of
Directors for election as directors to serve as follows:

Class I (term to expire in 1999):

Sherman R. Reed, 3rd
Phyllis M. Shea
Thomas A. Williams

and until their successors are elected and take office.

If one or more of the nominees should, at the time of the Annual Meeting, be
unavailable or unable to serve as a director, the shares represented by the
proxies will be voted to elect any remaining nominee. The Board of Directors
knows of no reason why the nominees will be unavailable or unable to serve as
directors.

----------------

The affirmative vote of the holders of at least a majority of the
Corporation's shares of Common Stock present in person or by proxy at the
Annual Meeting is required for the election of the nominees for directors.
Proxies solicited by the Board of Directors will be voted for nominees listed
above, unless the shareholders specify a contrary choice in their proxies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED ABOVE.

19
<PAGE>

PROPOSAL 2

TO CONSIDER AND ACT ON A PROPOSAL TO ADOPT A BRYN MAWR BANK CORPORATION NON-
EMPLOYEE DIRECTORS STOCK OPTION PLAN

BACKGROUND

The Board of Directors of the Corporation is recommending for shareholder
approval the adoption of a Corporation Non-Employee Directors Stock Option
Plan (the "Directors Stock Option Plan") which provides for the grant of
certain stock options to directors of the Corporation who are not employees of
the Corporation or any affiliate of the Corporation (the "Outside Directors").
Under the Directors Stock Option Plan, a maximum of 20,000 shares of
Corporation Common Stock will be available for the grant of options to the
Outside Directors. The options for the Common Stock are to be granted in
consideration for the services provided to the Corporation by the Outside
Directors.

Acting on the recommendation of the Compensation Committee of the
Corporation's Board of Directors, on January 19, 1995, the Board of Directors
approved the BRYN MAWR BANK CORPORATION'S NON-EMPLOYEE DIRECTORS STOCK OPTION
PLAN subject to adoption by the Corporation's shareholders. The Board of
Directors directed that the Directors Stock Option Plan be submitted to the
shareholders of the Corporation for their approval at the 1995 Annual Meeting
to be held on April 18, 1995.

OUTSIDE DIRECTORS INTEREST

Because the Outside Directors are eligible to receive awards under the
Directors Stock Option Plan, each of them has a personal interest in approval
of this proposal. As of January 31, 1995, there were ten (10) Outside
Directors on the Board of Directors, each of whom will participate in the
Directors Stock Option Plan.

SUMMARY OF THE PLAN

The following is a summary of the Directors Stock Option Plan and is
qualified in its entirety by reference to the Plan, a copy of which is
attached to the Proxy Statement as APPENDIX A.

ADMINISTRATION OF DIRECTORS STOCK OPTION PLAN

The Plan is administered by the Corporation's Compensation Committee, which
is composed of four (4) or more directors who are eligible to receive Stock
Options under the Directors Stock Option Plan. Subject to the terms of the
Directors Stock Option Plan, and to such approvals and other authority as the
Board of Directors may reserve to itself from time to time, the Committee may
adopt, amend, or rescind Rules and Regulations, and make other determinations
for carrying out the Directors Stock Option Plan that the Committee deems
necessary or appropriate. The Board of Directors has reserved the power to
review and approve the Committee's determinations.

PURPOSE

The stated purpose of the Directors Stock Option Plan is to promote the
interests of the Corporation and its shareholders by strengthening the
Corporation's ability to retain and attract the services of experienced and
knowledgeable Outside Directors and by encouraging such Outside Directors to
acquire an increased proprietary interest in the Corporation.

ELIGIBILITY

Persons eligible to receive Stock Options are the current Outside Directors
and any other individual elected or appointed to the Board of Directors as an
Outside Director at or before the Corporation's 1998 Annual Meeting.

STOCK OPTIONS

The Directors Stock Option Plan will become effective as of the date it is
approved by the Corporation's shareholders. The shares of stock that may be
issued under the Directors Stock Option Plan will not exceed

20
<PAGE>

in the aggregate Twenty Thousand (20,000) shares of the Corporation's Common
Stock, par value $1.00 per share (the "Shares"). The Shares utilized by the
Directors Stock Option Plan may be authorized and unissued capital stock of the
Corporation or Shares issued and subsequently reacquired by the Corporation as
treasury stock. The number of Shares subject to the Directors Stock Option Plan
shall be adjusted for stock splits, stock dividends, or any other change in the
capital structure of the Corporation.

Under the Directors Stock Option Plan, non-employee directors will be
granted, for four (4) years commencing in 1995, an annual option to purchase
Five Hundred (500) Shares (the "Stock Option"). Outside Directors, who have
been elected or appointed to the Board at or before the Corporation's 1998
Annual Meeting, may participate in the Directors Stock Option Plan.

PRICE OF OPTIONS--EXERCISE PERIOD

The purchase price of the Shares under the Directors Stock Option Plan will
be the "fair market value" of the stock which will be the last sale price for a
Share of stock on the third business day following the date of the
Corporation's Annual Meeting. Each Stock Option may be exercised within ten
(10) years from the date of the grant.

If the Outside Director ceases to be a member of the Board of Directors, he
or she will not be entitled to receive any Stock Options under the Directors
Stock Option Plan after he or she ceases to be a member of the Board of
Directors. If the Outside Director ceases to be a director due to (i) a reason
other than retirement, total and permanent disability, death or for cause, all
vested Stock Options must be exercised within ninety (90) days after such
Outside Director ceases to serve as an Outside Director; (ii) retirement, total
or permanent disability or death, all vested Stock Options must be exercised
within one (1) year thereof. If an Outside Director's services are terminated
by the Board of Directors for cause, the vested and non-vested options are
immediately terminated and are null and void.

FEDERAL INCOME TAX CONSEQUENCES OF STOCK OPTIONS

The Stock Option is considered a "Non-Qualified Option" under the Internal
Revenue Code of 1986, as amended. An Outside Director who receives a Stock
Option will not recognize taxable income for federal purposes upon the grant of
the Stock Option. However, upon the exercise of a Stock Option, the Outside
Director will recognize taxable income for federal tax purposes in an amount
equal to the excess of the fair market value of the Shares on the date that the
option is exercised over the purchase price paid for the Shares. The
Corporation will be entitled to an income tax deduction in the year of exercise
in an amount equal to the amount of income recognized by each Outside Director.
The foregoing discussion is intended as only a summary of the federal tax
consequences. The federal income tax consequences to an Outside Director and
the Corporation may vary from those describe above, depending upon the
particular facts and circumstances.

EFFECTIVE DATE OF PLAN

The Directors Stock Option Plan shall be effective as of the date it is
approved by the Corporation's shareholders. If the Directors Stock Option Plan
is approved by the shareholders, it shall continue in effect until terminated
by action of the Board of Directors or the Corporation's shareholders but such
termination shall not affect the terms of any of the outstanding Stock Options.

----------------

The resolution being voted upon is as follows:

RESOLVED, that the shareholders of the Corporation approve, adopt and
ratify the establishing of the BRYN MAWR BANK CORPORATION'S NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN.

The approval of the Corporation's Directors Stock Option Plan requires the
affirmative vote of at least a majority of the Shares of Common Stock present
in person or by proxy and entitled to vote at the meeting. Proxies solicited by
the Board of Directors will be voted for the foregoing resolution unless
shareholders specify a contrary choice in the proxies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE CORPORATION'S
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN.

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<PAGE>

PROPOSAL 3

RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

(ITEM 3 ON THE PROXY CARD)

The firm of Coopers & Lybrand L.L.P. has been appointed by the Board of
Directors to serve as the Corporation's independent certified public
accountants for the fiscal year beginning January 1, 1995. The Board of
Directors of the Corporation is requesting shareholder approval of the
appointment. A partner in the firm will be present at the meeting to answer
questions and will have the opportunity to make a statement, if he so desires.
The firm is presently serving the Corporation and the Bank, as their
independent certified public accountants. Management recommends approval of
this appointment. If the appointment is not approved by a majority of the
shares of Common Stock of the Corporation present in person or by proxy and
entitled to vote at the Annual Meeting, the appointment of the independent
certified public accountants will be reconsidered by the Board of Directors.

The resolution being voted on is as follows:

RESOLVED, that the shareholders of the Corporation ratify and confirm the
appointment of Coopers & Lybrand L.L.P. as the Corporation's independent
certified public accountants for the year 1995.

----------------

The ratification of the selection of the independent certified public
accountants requires the affirmation by vote of at least a majority of the
outstanding shares of Common Stock of the Corporation present in person or by
proxy and entitled to vote at the Annual Meeting. Proxies solicited by the
Board of Directors will be voted for the foregoing resolution, unless
shareholders specify a contrary choice in their proxies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RESOLUTION RATIFYING THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE CORPORATION'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR 1995.

OTHER BUSINESS

Management does not know at this time of any other matter which will be
presented for action at the Annual Meeting. If any unanticipated business is
properly brought before the meeting, the proxies will vote in accordance with
their best judgment.

SHAREHOLDER PROPOSALS FOR 1996

The Corporation's Annual Meeting of Shareholders will be held on or about
April 16, 1996. Any shareholder desiring to submit a proposal to the
Corporation for inclusion in the proxy and proxy statement relating to that
meeting must submit such proposal or proposals in writing to the Corporation
before November 15, 1995.

22
<PAGE>

ADDITIONAL INFORMATION

A copy of the Corporation's Annual Report for the fiscal year ended December
31, 1994, containing, among other things, financial statements examined by its
independent certified public accountants was mailed with this Proxy Statement
on or about March 10, 1995 to the shareholders of record as of the close of
business on March 3, 1995.

Upon written request of any shareholder, a copy of the Corporation's Annual
Report on Form 10-K for its fiscal year ended December 31, 1994, including the
financial statements and schedules thereto, required to be filed with the
Securities and Exchange Commission may be obtained, without charge, from the
Corporation's Secretary, Samuel C. Wasson, Jr., 801 Lancaster Avenue, Bryn
Mawr, Pennsylvania 19010-3396.

By Order of the Board of Directors
of
Bryn Mawr Bank Corporation

[SIGNATURE OF SAMUEL C. WASSON, JR. APPEARS HERE]

Samuel C. Wasson, Jr.
Secretary

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<PAGE>

APPENDIX A

BRYN MAWR BANK CORPORATION

NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

1. PURPOSE

The purpose of the Bryn Mawr Bank Corporation Non-Employee Directors Stock
Option Plan is to promote the interests of the Corporation and its shareholders
by strengthening the Corporation's ability to retain and attract the services
of experienced and knowledgeable non-employee directors and by encouraging such
directors to acquire an increased proprietary interest in the Corporation.

2. DEFINITIONS

For purposes of the Plan, the following terms shall have the meanings
indicated:

2.1 "Agreement" means the Stock Option Agreement required to be executed and
delivered by each Eligible Director and the Corporation pursuant to subsection
7.1 hereof.

2.2 "Board of Directors" means the Board of Directors of the Corporation.

2.3 "Cause" means personal dishonesty, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform
duties, or the willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) that results in a material loss to the
Corporation, or violation of a judicial or regulatory order or agreement.

2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

2.5 "Committee" means the Compensation Committee of the Board of Directors
or, if none has been appointed, all members of the Board of Directors who are
not then employed by the Corporation.

2.6 "Corporation" means Bryn Mawr Bank Corporation.

2.7 "Director" means and shall include a Director of the Corporation.

2.8 "Disability" means, as applied to an optionee, total and permanent
disability as defined in the Code.

2.9 "Eligible Director" means a Director of the Corporation who is not
otherwise an employee of the Corporation.

2.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.11 "Fair Market Value" means the last sale price for a share of the
Corporation's common stock as reported by the National Association of
Securities Dealers Automated Quotation System/National Market System on the
third business day following the Annual Meeting of the Corporation's
Shareholders as provided in subsections 7.2 and 7.3, or if no sales are
reported for that day, for the last preceding day on which a sale was reported.

2.12 "Guidelines" means the general guidelines for interpreting and
administering the Plan adopted from time to time by the Committee.

2.13 "Non-Qualified Stock Option" means a stock option granted under the Plan
which is not intended to satisfy the requirements of Section 422, Incentive
Stock Options, of the Code or such successor provision as may be in effect from
time to time.
<PAGE>

2.14 "Plan" means this Non-Employee Directors Stock Option Plan.

2.15 "QDRO" means a qualified domestic relations order as defined in the Code
or Title I of the Employment Retirement Income Security Act or the rules
promulgated thereunder.

2.16 "Retirement" means the retirement of a Director from service as a
Director of the Corporation on normal, early, postponed or disability
retirement, as provided for at the time of such retirement under the applicable
retirement program or policy then maintained by the Board of Directors.

2.17 "Section 16" means Section 16 of the Exchange Act.

2.18 "Shares" mean the Corporation's common stock $1.00 par value.

2.19 Whenever used herein, unless the context indicates otherwise, words in
the masculine form shall be deemed to refer to females as well as males.

2.20 The captions of the numbered sections and subsections contained in the
Plan are for convenience only and shall not limit or affect the meaning,
interpretation or construction of any of the provisions of the Plan.

3. SHARES SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 8, the total Shares for which
options may be granted under the Plan shall be Twenty Thousand (20,000). The
Shares shall be currently authorized but unissued or currently held or
subsequently acquired by the Corporation as treasury shares, including Shares
purchased in the open market or in private transactions. If any option granted
under the Plan expires or terminates for any reason without having been
exercised in full, the Shares, subject to but not delivered under such option,
are available for the grant of other options under the Plan. No Shares
delivered to the Corporation in full or partial payment of an option purchase
price payable pursuant to subsection 7.7 shall become available for the grant
of other options under the Plan.

4. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee. Subject to the terms of the
Plan, the Committee shall have the power to construe the provisions of the
Plan, to determine all questions arising thereunder, and to adopt and amend
Guidelines for administering the Plan as the Committee deems desirable.

5. PARTICIPATION IN THE PLAN

Each Eligible Director shall be eligible to participate in the Plan.

6. NON-QUALIFIED STOCK OPTIONS

Each option granted under the Plan shall be a Non-Qualified Stock Option not
intended to qualify under Section 422 of the Code.

7. OPTION TERMS

Each option granted to an Eligible Director under the Plan and the issuance
of Shares thereunder shall be subject to the following terms:

7.1 Option Agreements

Each option granted under the Plan shall be evidenced by an Agreement duly
executed and delivered on behalf of the Corporation and by the Eligible
Director to whom such option is granted and dated as of the applicable date of
grant of such option. Each Agreement shall comply with and be subject to the
terms and conditions of the Plan. An Agreement may contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined
by the Committee.

2
<PAGE>

7.2 Options To Be Granted and Grant Dates

An option to purchase Five Hundred (500) Shares shall be automatically
granted, at the Fair Market Value of the Shares, to each Eligible Director on
the third business day following the 1995 Annual Meeting of the Corporation's
shareholders and on the third business day following each of the Corporation's
Annual Shareholders Meetings for three (3) consecutive years thereafter.

7.3 Option Exercise Price

The option exercise price per share for an option awarded under the Plan
shall be 100% of the Fair Market Value of the underlying Shares on the day the
option is granted as provided in subsection 7.2.

7.4 Term of Options

Each option shall expire ten (10) years from its date of grant, but shall be
subject to earlier termination as follows:

(a) In the event an optionee shall cease to serve as a Director for
reasons other than retirement or Disability, death or for Cause each then
vested option may only be exercised within ninety (90) days after such
optionee shall cease to serve as a Director or within the option period,
whichever is earlier.

(b) In the event of the termination of an optionee's service as a
Director by reason of retirement or Disability, the then-outstanding
options of such optionee shall expire one (1) year after the date of such
termination or on the stated option expiration date, whichever is earlier.

(c) In the event of the death of an optionee while the optionee is a
Director, the then-outstanding options of such optionee shall expire one
(1) year after the date of death of such optionee or on the stated grant
expiration date, whichever is earlier. Exercise of a deceased optionee's
options that are still exercisable shall be by the estate of such optionee
or by a person or persons whom the optionee has designated in a writing
filed with the Corporation, or, if no such designation has been made, by
the person or persons to whom the optionee's rights have passed by will or
the laws of descent and distribution.

(d) In the event of termination for Cause of an optionee's service as a
Director, such Director's unexercised options to purchase Shares shall be
null and void immediately upon termination of the Director's service and
may not be exercised.

7.5 Vesting; Exercisability

Each option shall, upon issuance to each Eligible Director, become
exercisable as provided by the terms of the Agreement, subject to forfeiture as
provided in subsection 7.4(d) by each Outside Director whose service is
terminated for Cause.

7.6 Time and Manner of Option Exercise

Any vested and exercisable option is exercisable in whole or in part at any
time, or from time to time, during the option period by giving written notice
to the Corporation, signed by the person exercising the option addressed to the
Treasurer of the Corporation, stating the number of Shares with respect to
which the option is being exercised, accompanied by payment in full of the
option exercise price for the number of Shares to be purchased. The earliest
date that both such notice and payment are received by the Treasurer of the
Corporation shall be the date of exercise of the stock option as to such number
of Shares. No option may at any time be exercised with respect to a fractional
share.

7.7 Payment of Exercise Price

Payment of the option exercise price may be in cash or by bank-certified,
cashier's, or personal check or payment may be in whole or part by transfer to
the Corporation of Shares having a Fair Market Value equal to the option
exercise price at the time of such exercise. If, in the latter case, the Fair
Market Value of the number of whole Shares is less than the total exercise
price of the options, the shortfall must be made up in cash, bank-certified,
cashier's, or personal check.

3
<PAGE>

7.8 Transferability

The right of any optionee to exercise an option granted under the Plan shall,
during the lifetime of such optionee, be exercisable only by such optionee or,
if then permitted by Rule 16b-3 promulgated under Section 16 or pursuant to a
QDRO and shall not otherwise be assignable or transferable by such optionee
other than by will or the laws of descent and distribution or, if then
permitted by Section 16 or a QDRO.

7.9 Limitation of Rights

7.9.1 Limitation as to Shares. Neither an optionee nor an optionee's
successor or successors in interest shall have any rights as a shareholder
of the Corporation with respect to any Shares subject to an option granted
to such person until the proper exercise of the option.

7.9.2 Limitation as to Directorship. Neither the Plan, nor the granting
of an option, nor any other action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or
implied, that an Eligible Director has a right to continue as a Director
for any period of time or at any particular rate of compensation.

7.10 Effect of Change in Control.

In the event of a Change in Control, as hereinafter defined, all options
which may be granted to an Eligible Director under the Plan shall vest
immediately and be exercisable. A "Change in Control" shall be deemed to have
occurred if (i) any "person", within the meaning of Section 14(d) of the
Exchange Act, other than the Corporation, or any employee benefit plan(s)
sponsored by the Corporation, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly of fifty percent
(50%) or more of the Common Stock, or (ii) the Corporation consolidates or
merges with any person and shall not be the continuing or surviving corporation
of such consolidation or merger and immediately after such consolidation or
merger the shareholders of the Corporation immediately before such
consolidation or merger own less than fifty percent (50%) of the voting power
of the continuing or surviving corporation.

7.11 Regulatory Approval and Compliance

7.11.1 The Corporation shall not be required to issue any certificate or
certificates for Shares upon the exercise of an option granted under the
Plan or to record as a holder of record of Shares the name of the
individual exercising an option under the Plan, without obtaining to the
complete satisfaction of the Committee the approval of all regulatory
bodies deemed necessary by the Committee and without complying, to the
Committee's complete satisfaction, with all rules and regulations under
federal, state, or local law or Guidelines deemed applicable by the
Committee.

7.11.2 Any reference contained in the Plan to a particular section or
provision of law, rule or regulation including, but not limited to the Code
and the Exchange Act, both as amended, shall include any subsequently
enacted or promulgated section or provision of law, rule or regulation, as
the case may be, of similar import. With respect to persons subject to
Section 16, as amended, transactions under the Plan are intended to comply
with all applicable conditions of Rule 16b-3 or any successor rule that may
be promulgated by the Securities and Exchange Commission. To the extent any
provision of the Plan fails to so comply, the provision shall be deemed
null and void, to the extent permitted by applicable law and subject to the
provisions of Section 12.

7.12 Withholding of Taxes

The Corporation may require, as a condition to any grant of options under the
Plan or to the delivery of certificates for Shares issued hereunder, that the
grantee pay to the Corporation, in cash, any federal, state or local taxes of
any kind required by law to be withheld with respect to any grant or any
delivery of Shares pursuant to the Plan. The Corporation, to the extent
permitted or required by law, shall have the right to deduct from any payment
of any kind (including, without limitation, Board of Directors retainer fees
and

4
<PAGE>

committee and meeting fees) otherwise due to a grantee any federal, state or
local taxes of any kind required by law to be withheld with respect to any
grant or to the delivery of Shares under the Plan, or to retain or sell,
without notice, a sufficient number of the Shares to be issued to such grantee
to cover any such taxes, provided that the Corporation shall not sell any such
Shares if such sale would be considered a sale by such grantee for purposes of
Section 16.

8. ADJUSTMENT UPON CHANGES IN STOCK

The number and class of Shares subject to each outstanding option, and the
exercise price per share specified in each such option shall be proportionately
adjusted for any increase or decrease in the number of issued shares of common
stock resulting from a split-up or consolidation of Shares or any like capital
adjustment or the payment of any stock dividend, or other increase or decrease
in the number of such Shares effected without receipt of consideration by the
Corporation.

9. EXPENSES OF THE PLAN

All costs and expenses of the adoption and administration of the Plan shall
be borne by the Corporation, and none of such expenses shall be charged to any
optionee.

10. EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall be effective immediately following approval by the
Corporation's shareholders and, if approved by the Corporation's shareholders,
shall be considered to be dated April 18, 1995. The Plan shall continue in
effect until it is terminated by action of the Board or the Corporation's
shareholders, but such termination shall not affect the terms of any then
outstanding options.

11. CHOICE OF LAW

The validity, interpretation and administration of the Plan and of any rules,
regulations, determinations or decisions made thereunder, and the rights of any
and all persons having or claiming to have any interest therein or thereunder,
shall be determined exclusively in accordance with the laws of the Commonwealth
of Pennsylvania.

12. AMENDMENT AND TERMINATION OF PLAN AND MISCELLANEOUS MATTERS

The Board of Directors, without further approval by the Corporation's
shareholders, may amend, terminate or suspend the Plan at any time, in its sole
and absolute discretion; provided, however, that if required to qualify the
Plan under Rule 16b-3 promulgated under Section 16, no amendment shall be made
more than once every six months that would change the amount, price or timing
of options granted under the Plan, other than to comport with changes in the
Code, or the rules and regulations promulgated thereunder; provided, further,
that if required to qualify the Plan under the Exchange Act, particularly under
Rule 16b-3 issued pursuant to the Exchange Act, no amendment that would do any
of the following shall be made without the approval of the Corporation's
shareholders:

(a) Materially increase the number of Shares that may be issued under the
Plan;

(b) Materially modify the requirements as to eligibility for
participation in the Plan; or

Subject to the foregoing requirements, the Board of Directors is authorized
to make amendments to the Plan, as well as modifications to the Plan that may
be dictated by requirements of federal or state laws applicable to the
Corporation or that may be authorized or made desirable by such laws.

5
<PAGE>

[LOGO OF BRYN MAWR BANK CORPORATION APPEARS HERE]

ANNUAL SHAREHOLDERS MEETING APRIL 18, 1995

Proxy is Solicited on Behalf of the Board of Directors of Bryn Mawr Bank
Corporation

The undersigned shareholder of Bryn Mawr Bank Corporation (the "Corporation")
hereby appoints Thomas M. Petro, Joseph W. Rebl and Robert J. Ricciardi as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote all the shares of stock of the Corporation
held of record by the undersigned on March 3, 1995, at the Corporation's Annual
Meeting of Shareholders to be held at 2:00 P.M. on April 18, 1995, at the
American College, 270 Bryn Mawr Avenue, Bryn Mawr, Pennsylvania, and at any
adjournment or postponement thereof.

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
postponement thereof.

PLEASE PROMPTLY MARK, DATE AND RETURN THIS PROXY CARD
USING THE ENCLOSED POSTAGE PAID ADDRESSED ENVELOPE.

(OVER)

- - --------------------------------------------------------------------------------

FOLD AND DETACH HERE

Special Invitation to all Shareholders...

We invite you to think of us as more than just a good investment! We'd be
delighted to have the opportunity to handle your personal and business financial
needs.

The Bryn Mawr Trust Company has been providing personal and business financial
services for more than 106 years. We combine investment management and
administrative expertise with a level of personal service that you may have
thought no longer exists.

Now is an excellent time for you to consider being a part of an exciting new
venture for the Bank, our new Family Office service, providing investment, tax
and administrative services to families.

For more information concerning Family Office or any of the services listed on
the other side of this card, please call 1-800-220-BMTC. Let Bryn Mawr Trust
work with you to satisfy all of your financial needs.

Sincerely,

/s/ Robert L. Stevens

Robert L. Stevens
<PAGE>

This proxy, when properly executed, will be voted in accordance with the
directions given by the undersigned shareholder. In the absence of other
directions, this proxy will be voted for Proposals 1, 2 and 3 and upon such
other matters as may properly come before the meeting in accordance with the
best judgement of the Proxies.

1. ELECTION OF DIRECTORS: Instruction: To withhold authority to
To vote for the election of all the vote for any individual nominee, strike
nominees listed to the right. a line through the nominee's name in
the list below.
FOR Withhold The nominees for the Board of Directors
Authority for a four year term expiring at the
Annual Meeting in 1999 are:
Sherman R. Reed, 3rd
Phyllis M. Shea
Thomas A. Williams

2. ADOPTION OF DIRECTORS STOCK OPTION PLAN
To consider and act on a proposal
to adopt a Bryn Mawr Bank Corporation
Non-Employee Directors Stock Option Plan

FOR AGAINST ABSTAIN

3. CONFIRMATION OF AUDITORS
To ratify the appointment of Coopers & Lybrand L.L.P.
as the independent certified public accountants for
Bryn Mawr Bank Corporation for the year 1995.

FOR AGAINST ABSTAIN

Please sign exactly as name appears. When shares
are held by joint tenants, both should sign. When
signing as attorney in-fact, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign full corporate name by
President or other authorized officer. If a partnership,
please sign partnership name by an authorized person.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature if held jointly

Dated: ________________________________________, 1995

"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"

FOLD AND DETACH HERE

Personal Services
- - --------------------------------------------------------------------------------
. Complete Banking, Lending, Home Mortgage, and Safe Deposit Services

. Financial Planning

. Investment Management

. Tax Planning and Preparation

. Living Trusts and Custody Accounts

Business Services
- - --------------------------------------------------------------------------------
. Checking, Savings, and Investment Services

. Commercial and Construction Loans

. Lines of Credit & Letters of Credit

. Employee Benefit Plans

. Custom designed Cash Management programs to control collection and
disbursement of funds, and to ensure that funds are put to optimal use.