<PAGE> 1
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant
[ ] Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Provident Bankshares Corporation
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(Name of Registrant as Specified In Its Charter)
Mary M. Sjoquist, Muldoon, Murphy & Faucette
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
....................................................................
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[ ] 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:
............................................
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NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Provident Bankshares Corporation ("Bankshares") will be held on Wednesday, April
16, 1997, at 10:00 a.m. local time, at the offices of Bankshares, 114 East
Lexington Street, Baltimore, Maryland 21202, for the following purposes:
(1) To elect six directors.
(2) To approve the selection of Coopers & Lybrand L.L.P. as independent
auditors for 1997.
(3) To transact any other business that may properly come before the
meeting, and at any adjournments thereof, including whether or not
to adjourn the meeting.
Only those holders of record of Common Stock as of the close of business
on February 19, 1997, are entitled to notice of and to vote at the 1997 Annual
Meeting of Stockholders and any adjournments or postponements thereof.
Please sign, date and mail the accompanying proxy in the enclosed,
self-addressed, stamped envelope, whether or not you expect to attend the
meeting in person. You may withdraw your proxy at the meeting should you be
present and desire to vote your shares in person. Your cooperation is
respectfully requested.
By Order of the Board of Directors
/s/ Carl W. Stearn
CARL W. STEARN
Chairman of the Board
March 15, 1997
<PAGE> 4
PROVIDENT BANKSHARES CORPORATION
114 EAST LEXINGTON STREET
BALTIMORE, MARYLAND 21202
PROXY STATEMENT
SOLICITATION OF PROXIES
This Proxy Statement is being mailed on or about March 15, 1997, to the
stockholders of Provident Bankshares Corporation ("Bankshares") in connection
with the solicitation by the Board of Directors of proxies to be used at the
Annual Meeting of Stockholders to be held on Wednesday, April 16, 1997, at 10:00
a.m. local time, and at any adjournments or postponements thereof, at the
offices of Bankshares, 114 East Lexington Street, Baltimore, Maryland 21202.
The Board of Directors has selected Dennis A. Starliper and Robert L.
Davis, or either of them, to act as proxies with full power of substitution. Any
stockholder giving the enclosed proxy may revoke it at any time prior to its
exercise by giving the Secretary of Bankshares a signed instrument revoking the
proxy or a signed proxy of a later date. If no instructions are specified in the
proxy, it is the intention of the persons named therein to vote FOR the election
of the nominees named herein as directors of Bankshares, and FOR the approval of
the selection of Coopers & Lybrand L.L.P. as independent auditors for 1997.
Execution of a proxy confers on the designated proxyholders discretionary
authority to vote the shares in accordance with their best judgment on such
other business, if any, that may properly come before the Annual Meeting,
including without limitation, a motion to adjourn or postpone the Annual Meeting
to another time and/or place for the purpose of soliciting additional proxies.
EXPENSES OF SOLICITATION
The cost of the solicitation of proxies will be borne by Bankshares. In
addition to the use of the mails, proxies may also be solicited personally, or
by telephone or telegraph, by officers, directors and regular employees of
Bankshares or of Provident Bank of Maryland (the "Bank"), none of whom will
receive additional compensation for such services. Brokers and other persons
will be reimbursed for their reasonable expenses in forwarding proxy materials
to customers who have a beneficial interest in the Common Stock of Bankshares
registered in names of nominees.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders are entitled to one vote for each share of common stock, par
value $1.00 per share (the "Common Stock") registered in their names on the
stock transfer books of Bankshares at the close of business on February 19,
1997, the record date fixed by the Board of Directors. At February 19, 1997,
Bankshares had outstanding 8,587,762 shares of Common Stock entitled to vote at
the Annual Meeting.
Bankshares is not aware of any person or group which beneficially owns or
controls more than five percent of its outstanding Common Stock.
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ELECTION OF DIRECTORS
The Board of Directors of Bankshares currently consists of 16 directors.
Messrs. Clivie C. Haley, Jr.; Norman J. Louden and C. William Pacy will retire
as of the 1997 Annual Meeting of Stockholders.
Bankshares' Articles of Incorporation provide that the Board of Directors
shall be divided into three classes, as nearly equal in number as possible, with
a class of approximately one-third of the directors being elected at each Annual
Meeting of Stockholders. The terms of five directors of Bankshares will expire
at the time of the Annual Meeting of Stockholders. The positions of these five
directors are to be filled at the Annual Meeting of Stockholders. Therefore,
five incumbent directors have been nominated to be elected to hold office until
the 2000 Annual Meeting of Stockholders or until their respective successors are
elected and qualified or until their earlier resignation or removal. The
nominees are Dr. Calvin W. Burnett, Pierce B. Dunn, Mark K. Joseph, Peter M.
Martin, and Sheila K. Riggs.
At a Board of Directors meeting on November 20, 1996, pursuant to
authority contained under Bankshares' Articles of Incorporation and Bylaws, the
directors elected Barbara B. Lucas to fill a vacancy on the Board created by the
resignation of Thomas J. S. Waxter, Jr. Consistent with the laws of the State of
Maryland, Ms. Lucas will stand for election by the stockholders at this Annual
Meeting of Stockholders. Ms. Lucas has been nominated to be elected and hold
office as a member of the class of directors whose terms are expected to expire
at the 1999 Annual Meeting of Stockholders or until their respective successors
are elected and qualified or until their earlier resignation or removal.
The proxies solicited hereby, unless directed to the contrary, will be
voted FOR the election as directors of all five nominees listed in the following
table. In order to be elected, a majority of the shares voted must be voted FOR
the election of each nominee. Each nominee has consented to serve as a director,
if elected. The Board of Directors has no reason to believe that any nominee
will be unwilling or unable to serve as a director but, if for any reason any
nominee is not willing or able to serve as a director, the accompanying proxy
will be voted FOR a substitute nominee chosen by the Board of Directors.
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INFORMATION CONCERNING NOMINEES
The following table presents information concerning persons nominated by
the Board of Directors for election as directors of Bankshares to serve until
the 2000 Annual Meeting of Stockholders or until their successors have been
elected and qualified or until their earlier resignation or removal. Except as
indicated, the nominees have been officers of the organizations named below or
of affiliated organizations as their principal occupations for more than five
years.
<TABLE>
<CAPTION>
AGE, PRINCIPAL OCCUPATION, POSITION WITH BANKSHARES AND THE BANK, AND
NAME OF DIRECTORS BENEFICIAL OWNERSHIP OF COMMON STOCK AT FEBRUARY 19, 1997 (PERCENTAGE OF CLASS)(#)
- ----------------------- ----------------------------------------------------------------------------------
<S> <C>
Dr. Calvin W. Burnett.. Dr. Burnett, age 64, has been a director of the Bank since 1984 and of
Bankshares since its organization. He is President of Coppin State
College, Baltimore, Maryland.
3,034 shares (*)(1)
Pierce B. Dunn......... Mr. Dunn, age 46, has been a director of the Bank since 1988 and of
Bankshares since its organization. He is Managing Director, European
Operations, of TESSCO Technologies, Incorporated, a supplier to the
paging, cellular telephone and mobile communications industries. Mr.
Dunn also serves as Chairman of the Board of MIRCON, Inc., an
environmental and engineering company.
19,612 shares(*)(2)(3)
Mark K. Joseph......... Mr. Joseph, age 58, has been a director of the Bank and Bankshares
since 1993. He is Chairman and Chief Executive Officer of Municipal
Mortgage and Equity, LLC, a lender which invests in real estate backed
tax exempt bonds. Mr. Joseph is also Chairman of the Board and
founder of The Shelter Group, a real estate development, property and
asset management company. Mr. Joseph serves as Chairperson of
Bankshares' Audit Committee.
5,774 shares (*)(2)
Peter M. Martin........ Mr. Martin, age 59, President and Chief Operating Officer of Bankshares
and the Bank, has been employed with the Bank since 1990. Mr. Martin
became a director of the Bank and Bankshares in 1990.
191,778 shares (2.2%)(4)
Sheila K. Riggs........ Mrs. Riggs, age 53, has been a director of the Bank since 1982 and of
Bankshares since its organization. Mrs. Riggs is the Chairperson of the
Maryland Health and Higher Education Facilities Authority, which issues
bonds to finance health care and higher education facilities. Ms. Riggs
serves as Chairperson of Bankshares' Compensation Committee.
16,257 shares (*)(2)(5)
</TABLE>
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The following table presents information concerning the person elected as
a director of Bankshares by the Board of Directors subsequent to the 1996 Annual
Meeting of Stockholders. This person has been nominated by the Board of
Directors for election as a member of the class of directors of Bankshares whose
terms are expected to expire at the 1999 Annual Meeting of Stockholders or until
their successors have been elected and qualified or until their earlier
resignation or removal.
<TABLE>
<CAPTION>
AGE, PRINCIPAL OCCUPATION, POSITION WITH BANKSHARES AND THE BANK, AND
NAME OF NOMINEE BENEFICIAL OWNERSHIP OF COMMON STOCK AT FEBRUARY 19, 1997 (PERCENTAGE OF CLASS)(#)
- ---------------------- ----------------------------------------------------------------------------------
<S> <C>
Barbara B. Lucas...... Ms. Lucas, age 51, is Senior Vice President - Public Affairs and Corporate
Secretary of The Black & Decker Corporation. She was elected a director
of the Bank and Bankshares by the Board of Directors during 1996.
3,500 shares (*)(6)
</TABLE>
INFORMATION CONCERNING CONTINUING DIRECTORS AND NAMED EXECUTIVE OFFICER
The following table presents information concerning directors of
Bankshares whose terms of office will continue after the 1997 Annual Meeting of
Stockholders and one named executive officer who is not a director of
Bankshares. As indicated, some directors will serve until the 1998 Annual
Meeting of Stockholders, and other directors will serve until the 1999 Annual
Meeting of Stockholders. Except as indicated, the directors have been officers
of the organizations named below or of affiliated organizations as their
principal occupations for more than five years.
<TABLE>
<CAPTION>
AGE, PRINCIPAL OCCUPATION, POSITION WITH BANKSHARES AND THE BANK, AND
NAME OF DIRECTORS BENEFICIAL OWNERSHIP OF COMMON STOCK AT FEBRUARY 19, 1997 (PERCENTAGE OF CLASS)(#)
- ------------------------- ----------------------------------------------------------------------------------
DIRECTORS SERVING UNTIL 1999
<S> <C>
Charles W. Cole, Jr...... Mr. Cole, age 61, has been a director of the Bank and Bankshares since
1995. Mr. Cole is Vice Chairman of the Board and Managing Director
of Alex. Brown Capital Advisory and Trust Co., an investment advisory
and trust company. Prior to being elected to this position in 1994, he
was the President and Chief Executive Officer of First Maryland Bancorp
and the First National Bank of Maryland. Mr. Cole serves as
Chairperson of Bankshares' Nominating Committee.
4,144 shares (*)(7)
Francis G. Riggs......... Mr. Riggs, age 59, has been a director of the Bank since 1972 and of
Bankshares since its organization. Mr. Riggs is an Executive Vice
President and director of Riggs, Counselman, Michaels & Downes, Inc.,
an insurance brokerage company located in Baltimore, Maryland.
37,147 shares (*)(2)(8)
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AGE, PRINCIPAL OCCUPATION, POSITION WITH BANKSHARES AND THE BANK, AND
NAME OF DIRECTORS BENEFICIAL OWNERSHIP OF COMMON STOCK AT FEBRUARY 19, 1997 (PERCENTAGE OF CLASS)(#)
- ------------------------- ----------------------------------------------------------------------------------
Carl W. Stearn........... Mr. Stearn, age 64, Chairman of the Board of Bankshares and Chief
Executive Officer of the Bank, has been employed with Bankshares and
the Bank since 1990. Mr. Stearn became a director of Bankshares and
the Bank in 1990.
188,175 shares (2.2%)(9)
DIRECTORS SERVING UNTIL 1998
M. Jenkins Cromwell, Jr... Mr. Cromwell, age 66, has been a director of the Bank since 1977 and of
Bankshares since its organization. Mr. Cromwell is a retired Vice
President and former director of T. Rowe Price Associates, Inc. He is a
principal of Maryland Capital Management, Inc., an investment advisory
firm, and also serves as Chairman of the Board of the Baltimore
Equitable Society.
3,465 shares (*)(10)
Robert B. Barnhill, Jr... Mr. Barnhill, age 52, has been a director of the Bank and Bankshares
since 1992. He is Chief Executive Officer and founder of TESSCO
Technologies, Incorporated, a supplier to the paging, cellular telephone
and mobile communications industries.
3,256 shares (*)(2)
Melvin A. Bilal.......... Mr. Bilal, age 54, has been a director of the Bank and Bankshares since
1992. He is President of the Employment Group, a provider of long and
short term staffing needs. Prior to being elected to this position in 1996,
he was President and founder of Security America Services, Inc., a
security consulting firm.
3,312 shares (*)(2)
Sister Rosemarie Nassif... Sister Nassif, age 54, has been a director of the Bank and Bankshares
since 1992. She is the Executive Director of the Fund for Educational
Excellence and the former President of the College of Notre Dame of Maryland.
3,247 shares (*)(11)
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AGE, PRINCIPAL OCCUPATION, POSITION WITH BANKSHARES AND THE BANK, AND
NAME OF DIRECTORS BENEFICIAL OWNERSHIP OF COMMON STOCK AT FEBRUARY 19, 1997 (PERCENTAGE OF CLASS)(#)
- ------------------------- ----------------------------------------------------------------------------------
NAMED EXECUTIVE OFFICER
WHO IS NOT A DIRECTOR
James R. Wallis.......... Mr. Wallis, age 48, has been Executive Vice President and Chief
Financial Officer of Bankshares and Group Manager--Administration and
Chief Financial Officer of the Bank since July 10, 1995. Prior to joining
the Bank and Bankshares, he was an independent consultant. Mr. Wallis
was Executive Vice President and Chief Financial Officer of a savings
and loan association and its holding company in Atlanta, Georgia until
1993.
29,800 shares (*)(12)
</TABLE>
- ----------------------------
(#) Unless otherwise indicated by footnote, each individual has sole voting
and dispositive powers as to all shares indicated.
(*) Owns less than one percent of the outstanding Common Stock.
(1) Includes 1,102 shares subject to a currently exercisable stock option and
1,680 shares subject to a stock option not currently exercisable.
(2) Includes 1,102 shares subject to a currently exercisable stock option and
2,100 shares subject to a stock option not currently exercisable.
(3) Includes 11,025 shares held as trustee, 686 shares held as custodian and
54 shares held by spouse.
(4) Includes 78,277 shares subject to a currently exercisable stock option;
68,250 shares subject to a stock option not currently exercisable; 6,174
shares held in the Retirement Savings Plan for the benefit of Mr. Martin
as of December 31, 1996, the most recent date for which information is
reasonably available; and 330 shares with shared voting and dispositive
powers.
(5) Includes 8,758 shares with shared voting and dispositive powers and 938
shares held as custodian.
(6) Includes 500 shares subject to a currently exercisable stock option and
2,500 shares subject to a stock option not currently exercisable.
(7) Includes 551 shares subject to a currently exercisable stock option and
2,100 shares subject to a stock option not currently exercisable.
(8) Includes 5,190 shares held as custodian and 2,205 shares which represent
Director Riggs' beneficial interest of shares owned by Riggs, Counselman,
Michaels & Downes, Inc.
(9) Includes 104,912 shares subject to a currently exercisable stock option,
68,250 shares subject to a stock option not currently exercisable; and
3,983 shares held in the Retirement Savings Plan for the benefit of Mr.
Stearn as of December 31, 1996, the most recent date for which information
is reasonably available.
(10) Includes 1,260 shares subject to a stock option not currently exercisable.
(11) Includes 602 shares subject to a currently exercisable stock option and
2,100 shares subject to a stock option not currently exercisable.
(12) Includes 26,250 shares subject to a currently exercisable stock option.
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<PAGE> 10
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of February 19, 1997, the number of
shares of Common Stock beneficially owned by all directors and executive
officers of Bankshares and its subsidiaries as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE (1) PERCENT
OF BENEFICIAL OWNERSHIP OF CLASS
----------------------- -------------
<S> <C> <C>
All directors and executive officers as a group (14 person).... 512,771 6.0%
</TABLE>
- --------------------
(1)Shares subject to currently exercisable options which are held by directors
and officers are deemed to be outstanding for the purpose of computing the
percentage of outstanding Common Stock beneficially owned by all directors
and executive officers as a group.
COMMITTEES
Bankshares has standing Audit, Compensation and Nominating Committees of
the Board of Directors. The members of each of the named committees serve at the
discretion of the Board of Directors.
The Audit Committee (Messrs. Joseph, Barnhill, Cole, Dunn and Haley)
reviews and reports to the Board of Directors on examinations of the Bank and
its subsidiaries by regulatory authorities, recommends independent accountants
for appointment by the Boards of Bankshares and the Bank, reviews the scope of
the work of the independent accountants and their reports, and reviews the
activities and actions of the Bank's internal auditors. The Audit Committee met
four times during 1996.
The Compensation Committee (Mrs. Riggs, Sister Nassif and Messrs. Cole,
Cromwell, Pacy and Riggs), reviews and determines salaries and other benefits
for executive and senior management of Bankshares and its subsidiaries, reviews
and determines employees to whom stock options are to be granted and the terms
of such grants, and reviews the selection of officers who participate in
incentive and other compensatory plans and arrangements. The Compensation
Committee met three times during 1996.
The Nominating Committee (Messrs. Cole, Bilal, Dunn and Louden) nominates
persons for election to the Board of Directors of Bankshares and the Bank. The
Nominating Committee will consider shareholder recommendations submitted to it
in writing in care of Bankshares. The Nominating Committee met three times
during 1996.
DIRECTORS' COMPENSATION
The Board of Directors of Bankshares held twelve (12) meetings during
1996. The Board of Directors of the Bank met twelve (12) times during 1996. All
of the directors of Bankshares attended at least 75% of the total number of
Bankshares' board meetings held and committee meetings on which such director
served during 1996. Each outside director of Bankshares and the Bank receives an
annual retainer
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of $12,000 for service on either or both of the Boards of Directors. Each
outside director also receives a fee of $650 for attendance at regular or
special Board meetings, except that a single fee is paid if Board meetings for
Bankshares and the Bank are held on the same day. Finally, outside directors who
are members of committees of the Board receive a fee of $650 for attendance at
committee meetings while the chairpersons of such committees receive a fee of
$800. Total directors' fees paid by Bankshares and the Bank during 1996 were
$360,350.
The Bank and Bankshares have a deferred compensation plan for outside
directors. Each year, a director may elect to defer payment of all or part of
the director's fees for that year until the individual ceases to be a director.
Interest is earned on the deferred amount at the prime rate. Payment of the
deferred amount may be made to the director or to his or her beneficiary.
Outside directors also receive a one-time formula grant of non-statutory stock
options to purchase 3,000 shares of Provident Bankshares Common Stock under the
Provident Bankshares Corporation Amended and Restated Stock Option Plan (the
"Stock Option Plan"). Finally, a Non-Employee Directors' Severance Plan exists
which provides that if a director's service is terminated following a "change in
control" of Bankshares or the Bank, as defined in the Plan, such director is
entitled to receive a payment equal to five times the directors' annual
retainer.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except as to the
extent that Bankshares specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Recommendations regarding all of the components of the compensation of the
Executive Officers of Bankshares are made by the six-member Compensation
Committee of the Board and are approved by the Board of Directors. The Board of
Directors did not reject or modify in any material way any of the
recommendations of the Compensation Committee during fiscal year 1996. Each
member of the Compensation Committee is a non-employee director. The following
report has been prepared by the Compensation Committee and addresses the
compensation policies of Bankshares for 1996 as they affected Mr. Stearn, the
Chief Executive Officer, and the two other named Executive Officers.
EXECUTIVE OFFICER COMPENSATION POLICIES AND OBJECTIVES
The policies and objectives of the Compensation Committee are designed to
assist Bankshares and its subsidiaries in attracting and retaining qualified
executives, to recognize individual contributions toward the achievement of
short-term and long-term performance goals, and to closely align the financial
interests of the senior managers of Bankshares and its subsidiaries with those
of its shareholders. In furtherance of these objectives, Bankshares maintains a
compensation program for Executive Officers which consists of both cash and
equity-based compensation. From time to time the Compensation Committee retains
independent compensation consultants to work with it on executive compensation
matters. Such consultants report directly to the Compensation Committee. The
Compensation Committee also has access to competitive data regarding executive
compensation levels and practices.
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EXECUTIVE COMPENSATION PROGRAMS AND RELATIONSHIP TO PERFORMANCE
The annual compensation of the Executive Officers of Bankshares consists of
a base salary and an annual bonus determined under the terms of the Provident
Bankshares Corporation Executive Incentive Plan ("EIP"). The Compensation
Committee has discretion to establish, relative to performance and peer group
comparisons, the base salaries of the executive officers. This is done once a
year. The Compensation Committee itself determines the level of annual salary
for the Chief Executive Officer, generally based upon a review of the
performance of the Chief Executive Officer during the prior year and competitive
data for that position. The Chief Executive Officer recommends to the
Compensation Committee a salary level for each of the other named Executive
Officers based upon a performance review of each executive. The Compensation
Committee is then responsible for approving or modifying the recommendations it
receives. The Compensation Committee also approves the participation of key
executives in the EIP and is responsible for the grant of options under the
Stock Option Plan.
EXECUTIVE INCENTIVE PLAN
The EIP was revised in 1996 to combine the previous Executive Incentive
and Supplemental Executive Incentive plans. Under the EIP, for purposes of
establishing incentive awards, three after-tax net income targets for the
upcoming year are established: threshold, budget and maximum. Additionally, the
Compensation Committee sets, for the Executive Officers as a group, a percentage
of base salary to be eligible to be received as incentive compensation at each
of the threshold, budget and maximum targets. If actual after-tax net income
reaches the threshold, budget or maximum targets, the Executive Officers will
automatically receive 75% of the designated percentage of base salary as
incentive compensation. If the actual after-tax net income is less than the
maximum, but greater than the threshold or budget after-tax net income targets,
the percentage of base salary which may be received as incentive compensation is
increased proportionately. The remaining 25% of the award potential is based on
individual performance against goals, namely: management of the company with
emphasis on development and retention of key personnel; implementation of new
initiatives; financial progress in addition to net earnings; and risk
management. In the event that actual after-tax net income is less than the
threshold after-tax net income target, no incentive compensation is payable. The
Compensation Committee reviews the terms of the EIP each year to assure that, in
operation, it is furthering the Committee's compensation policy objectives.
Incentive compensation earned under the EIP is paid to the Executive Officers
within one month of the end of the fiscal year of the Bank. Payment of all or
any part of the incentive compensation earned under the Executive Incentive Plan
may be deferred.
STOCK OPTION PLAN
Long-term incentives for the Executive Officers are provided through the
Stock Option Plan. The Stock Option Plan authorizes the issuance of
non-qualified stock options to key officers and certain employees of Bankshares
and its subsidiaries. Subject to the general limits prescribed by the Stock
Option Plan, the Compensation Committee has the authority to determine the
individuals to whom stock options are awarded, the term for which option grants
shall be made, the terms of the options and the number of shares subject to each
option. Although the Compensation Committee's decisions are discretionary and no
specific formula is used in the decision making, the number of options granted
is based generally upon position level and performance. Through the award of
stock options, the objective of aligning the long-range interests of the
Executive Officers with those of the stockholders is met by providing the
Executive Officers with the opportunity to build a meaningful ownership stake in
Bankshares.
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OTHER COMPENSATION PLANS
The Executive Officers participate in the corporation's health and welfare
and qualified retirement plans on the same terms as non-executive employees who
meet the applicable eligibility criteria, subject to any legal limitations on
the amounts that may be contributed or the benefits that may be payable under
these plans.
In addition to the qualified retirement plans, the Bank maintains a
Supplemental Executive Retirement Income Plan ("Supplemental Plan") in which the
Chairman and President participate. The Supplemental Plan provides additional
benefits to these Executive Officers upon retirement equal to 35% of final pay,
reduced by Social Security and the age-65 benefit accrued under the Bank's
Pension Plan and then proportionately reduced for less than 25 years of service.
In Mr. Stearn's case, any benefits paid before the year 2000 will equal 70% of
final pay, reduced as noted above. Thereafter, any benefits paid will be 35% of
final pay, also reduced as noted above. The Supplemental Plan is unfunded, so
that amounts payable represent unsecured liabilities of the Bank, subject to the
claims of secured creditors. The Bank reduced these unfunded Supplemental
Benefits in 1993 from 70% to 35% of final pay. The amount of this benefit
reduction has been replaced by a split-dollar insurance arrangement. The Bank
has purchased four insurance policies on the lives of the Chairman and
President. Two policies are split-dollar arrangements, subject to collateral
assignment agreements. The other two are corporate-owned life insurance
policies.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Compensation Committee set Mr. Stearn's base compensation for the
fiscal year 1996 at $388,346, which represents a 9.2% increase over his 1995
base salary. In establishing his base salary, the Compensation Committee
reviewed Mr. Stearn's performance for the prior year and also considered the
compensation of chief executive officers of banking organizations in the
Baltimore metropolitan area. The increase for 1996 reflects the Compensation
Committee's recognition of Mr. Stearn's contribution to the successful
implementation of measures to improve the efficiency of the Bank, as
demonstrated by the earnings growth of Bankshares and increase in the return on
and value of shareholder equity. The budget target for 1996 was exceeded,
resulting in a formula and performance driven proportional payout of $118,770.
COMPENSATION OF OTHER EXECUTIVE OFFICERS
Recommendations regarding the base salary of the Executive Officers, other
than the Chief Executive Officer, are made to the Compensation Committee by the
Chief Executive Officer and are either approved or modified by the Compensation
Committee. The recommendation as to the salaries of the Executive Officers is
based upon a review of the performance of these officers during the prior year
by the Chief Executive Officer. The Compensation Committee did not reject or
modify in any material way any of the recommendations of the Chief Executive
Officer concerning the base salary of the other Executive Officers for 1996.
Executive Officers as a group participate in the EIP, and awards under this plan
are based upon the formula contained in the Plan.
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<PAGE> 14
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE PROVIDENT BANKSHARES
CORPORATION BOARD OF DIRECTORS.
Sheila K. Riggs (Chairperson)
Charles W. Cole, Jr.
M. Jenkins Cromwell
Sister Rosemarie Nassif
C. William Pacy
Francis G. Riggs
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation paid or allocated for
services rendered to Bankshares and the Bank in all capacities during the years
ended December 31, 1994, 1995 and 1996 (i) to the Chief Executive Officer of
Bankshares and (ii) to the two members of executive management whose 1996
compensation exceeded $100,000 (collectively hereinafter referred to as the
named executive officers).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------- ---------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
SALARY BONUS COMPENSATION OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) SARS(#) ($)
- --------------------------- ------ -------- ------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carl W. Stearn............. 1996 $388,346 $118,770 $5,454(1) 68,250(2) $52,389(3)
Chairman of the Board and 1995 355,708 110,889 4,949 -- 10,993
Chief Executive Officer 1994 315,751 74,889 5,262 -- 11,319
Peter M. Martin............ 1996 $325,371 $99,510 $4,952(1) 68,250(2) $37,689(3)
President and Chief 1995 297,167 92,907 4,096 -- $9,015
Operating Officer 1994 260,750 62,058 3,970 -- 9,414
James R. Wallis(5)......... 1996 $165,667 $47,800 -- -- $1,125(3)
Executive Vice President 1995 77,026 16,776 $16,882(4) 26,250(2) --
and Chief Financial Officer
</TABLE>
- ---------------------------------------
(1)Represents grossed-up reimbursement for the tax effect of reportable
incremental imputed income for the split dollar insurance agreements.
(2)None of the disclosed options held by Messrs. Stearn and Martin are currently
exercisable. The number of options disclosed reflects adjustment pursuant to
the Stock Option Plan for a 5% stock dividend. See "Stock Option Grants."
(3)The amounts shown in this column for the last fiscal year are derived from
the following figures: (i) Mr. Stearn: $5,706 allocated under the Bank's 401
(k) plan, and $46,683 in economic value of Bank-paid split-dollar life
insurance premiums; (ii) Mr. Martin: $6,750 allocated under the Bank's 401
(k) plan, and $30,984 in economic value of Bank-paid split-dollar life
insurance premiums; and (iii) Mr. Wallis: $1,125 allocated under the Bank's
401(k) plan.
(4)Represents gross-up for the tax effect of reportable income for reimbursement
of relocation expenses.
(5)Mr. Wallis became Executive Vice President on July 10, 1995.
11
<PAGE> 15
CHANGE IN CONTROL AGREEMENTS
The Company and the Bank have entered into Change in Control Agreements
with Messrs. Stearn, Martin and Wallis (the "Executives") as well as other
officers of the Company and the Bank. Each Change in Control Agreement with the
Executives (the "Agreement") provides for a 36-month term. Each Agreement
provides that commencing on the date of the Agreement's execution, the term of
the Agreement will be extended for one day each day until such time as the board
of directors or Executive elects not to extend the term of the Agreement by
giving written notice to the other party.
Each Agreement provides that at any time following a "change in control"
of the Company or the Bank, as defined in the Change in Control Agreements, if
the Company or the Bank terminates the employee's employment for any reason
other than cause, or if the employee terminates his employment following
demotion, loss of title, office or significant authority, a reduction in annual
compensation or benefits, or relocation of the principal place of employment by
more than 20 miles immediately prior to a change in control, the employee or, in
the event of death, the employee's beneficiary would be entitled to receive a
payment equal to 2.99 times the Executive's average annual taxable compensation
as reported on Form W-2 with the Internal Revenue Service for the five preceding
taxable years or such lesser number of years in the event that the Executive has
been employed by the Company or the Bank for less than five years. The Company
and the Bank will also continue the Executive's life, medical, and disability
coverage. Such coverage shall cease upon the expiration of 36 full calendar
months following the date of termination or the date the Executive secures
comparable employment by an employer other than the Company or the Bank, which
ever comes first. If the Executive voluntarily resigns from the Company or the
Bank within one year following a change in control, but prior to an event of
termination described above, the Executive would be entitled to receive a payout
equal to six (6) times his then current monthly taxable compensation. Payments
to the Executive under the Bank's change in control agreements will be
guaranteed by the Company in the event that payments or benefits are not paid by
the Bank.
Payments and benefits under the Change in Control Agreements may
constitute an excess parachute payment under Section 280G of the Internal
Revenue Code, resulting in the imposition of an excise tax on the recipient and
denial of the deduction for such excess amount to the Company and the Bank.
12
<PAGE> 16
STOCK OPTION GRANTS
As discussed above and as an inducement to attract and retain qualified
managers and employees, Bankshares maintains the Stock Option Plan. The
following table lists all grants of options under the Stock Option Plan to the
Named Executive Officers for 1996 and contains certain information about
potential value of those options based upon certain assumptions as to the
appreciation of the Company's stock over the life of the option. During 1996,
191,000 shares subject to options were granted to 49 persons.
<TABLE>
<CAPTION>
OPTIONS GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
INDIVIDUAL GRANTS PRICE APPRECIATION FOR OPTIONS(1)
- ------------------------------------------------------ ---------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTION/SARS EXERCISE
UNDERLYING GRANTED TO OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (2) FISCAL YEAR ($/SH)(3) DATE 5% 10%
- -------------- ------------ ------------ --------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Carl W. Stearn 68,250 34% $31.90 03/06/06 1,415,164 3,461,708
Peter M. Martin 68,250 34% $31.90 03/06/06 1,415,164 3,461,708
</TABLE>
- ------------------------------
(1) The fair market value on the date of grant was $33.50. The amounts
represent certain assumed rates of appreciation. Actual gains, if any, on
stock option exercises and Common Stock holdings are dependent on the
future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the amounts reflected in this
table will be realized.
(2) The number of options disclosed reflects adjustment pursuant to the Stock
Option Plan for a 5% stock dividend. Vesting of the options is based upon
a formula of time and financial performance of Bankshares. None of the
options is currently exercisable. Partial vesting may occur no earlier
than the third anniversary of the grant. Full vesting may occur no earlier
than the fifth anniversary of the grant. Full vesting shall occur,
however, notwithstanding the formula, no later than nine and one half
years after the date of grant.
(3) The purchase price may be made in whole or in part through the surrender
of shares of Common Stock at a fair market value. The price disclosed
reflects adjustment pursuant to the Stock Option Plan for a 5% stock
dividend.
STOCK OPTION EXERCISES AND HOLDINGS
There were no stock options exercised by the Named Executive Officers
during 1996. The following table reflects the number of shares covered by all
remaining unexercised stock options as of December 31, 1996. Also reported are
the values for "in-the-money" options which represent the difference between the
exercise price of any such remaining unexercised options and the year-end market
price of the Common Stock.
13
<PAGE> 17
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUE
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END (#) AT FY-END ($)(1)
-------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- ----------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
Carl W. Stearn........ 181,912 68,250 $6,303,584(2) $484,575
Chairman of the Board
and Chief Executive
Officer
Peter M. Martin........ 78,277 68,250 2,648,377(3) 484,575
President and Chief
Operating Officer
James R. Wallis........ 26,250 0 323,925(4) 0
Executive Vice President
and Chief Financial
Officer
</TABLE>
- --------------------------------
(1)The closing price of the Common Stock on December 31, 1996 was $39.00.
(2)The weighted average option exercise price is $4.35.
(3)The weighted average option exercise price is $5.17.
(4)The option exercise price is $26.66.
14
<PAGE> 18
PENSION PLANS
The following table sets forth the estimated annual pension benefits
payable to a participant at normal retirement age (age 65) under the Bank's
Pension Plan and its Supplemental Plan, based on both the remuneration that is
covered under such plans and years of service with Bankshares and its
subsidiaries.
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- --------------- --------- --------- ---------- ----------- ---------
<C> <C> <C> <C> <C> <C>
125,000 26,250 35,000 43,750 43,750 43,750
150,000 31,500 42,000 52,500 52,500 52,500
175,000 36,750 49,000 61,250 61,250 61,250
200,000 42,000 56,000 70,000 70,000 70,000
225,000 47,250 63,000 78,750 78,750 78,750
250,000 52,500 70,000 87,500 87,500 87,500
275,000 57,750 77,000 96,250 96,250 96,250
300,000 63,000 84,000 105,000 105,000 105,000
325,000 68,250 91,000 113,750 113,750 113,750
350,000 73,500 98,000 122,500 122,500 122,500
375,000 78,750 105,000 131,250 131,250 131,250
400,000 84,000 112,000 140,000 140,000 140,000
425,000 89,250 119,000 148,750 148,750 148,750
</TABLE>
Bankshares maintains the Supplemental Executive Retirement Income Plan for
certain executive officers which will pay 50% of the difference between 70% of
final pay and the amounts paid by the pension plan and Social Security benefits,
except in the case of Mr. Stearn where Bankshares will pay 100% of the
difference prior to the year 2000. Compensation used in calculating the annual
normal retirement benefit amounts reflected in the Pension Plan Table is the
executive's highest rate of base annual salary, reported in the third column of
the Summary Compensation Table, and does not include bonuses or other amounts
reported in any of the remaining columns of the Summary Compensation Table.
The following table sets forth the respective years of service credited
for Pension Plan purposes as of December 31, 1996, and the estimated years of
service at the respective normal retirement dates for each of the named
executive officers.
<TABLE>
<CAPTION>
YEARS OF SERVICE YEARS OF SERVICE
NAME AT 12/31/96 AT NORMAL RETIREMENT
- ----------------------- ---------------- ---------------------
<S> <C> <C>
Carl W. Stearn......... 6.9 9.0
Peter M. Martin........ 6.8 12.4
James R. Wallis........ 1.5 18.3
</TABLE>
15
<PAGE> 19
The Pension Plan Table reflects the annual benefit payable at the
executive's 65th birthday in the form of an annuity for the executive's life
with a 15-year guarantee in favor of the executive's spouse. Under this form,
should the executive die within 15 years after the benefits start, the
executive's surviving spouse, if any, will continue to receive the same pension
benefits until the end of that 15-year period.
The Pension Plan Table reflects the maximum benefit payable under the
Provident Bank of Maryland Pension Plan, a tax-qualified funded plan and certain
Supplemental Retirement Income Agreements providing 50% of the excess (unfunded
benefits). The benefits reflected in the Table are offset or reduced by 100% of
the executive's estimated primary Social Security benefit.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Francis G. Riggs is a director of Bankshares and the Bank, and a member of
the Compensation Committee. Mr. Riggs is Executive Vice-President and a director
of Riggs, Counselman, Michaels & Downes, Inc. From January l to December 31,
1996, the Bank paid Riggs, Counselman, Michaels & Downes, Inc. $242,044 for
premiums related to insurance services.
16
<PAGE> 20
PERFORMANCE GRAPH
The SEC requires that Bankshares include in this proxy statement a
line-graph comparing cumulative stockholder returns as of December 31 for each
of the last five years among the Common Stock, a broad market index and either a
nationally-recognized industry standard or an index of peer companies selected
by Bankshares, assuming in each case both an initial $100 investment and
reinvestment of dividends. Consistent with past practice, the Board of Directors
has selected the Nasdaq Market Index as the relevant broad market index because
prices for the Common Stock are quoted on Nasdaq National Market. Additionally,
the Board of Directors has selected the Middle Atlantic Banks Index as the
relevant industry standard because such index consists of financial institutions
which are headquartered in the mid-Atlantic region and the Board believes that
such institutions generally possess assets, liabilities and operations more
similar to those of Bankshares and its subsidiaries than other
publicly-available indices.
COMPARATIVE FIVE-YEAR TOTAL RETURNS
PROVIDENT BANKSHARES CORPORATION, NASDAQ MARKET INDEX AND MG GROUP INDEX
[GRAPH GOES HERE]
<TABLE>
<CAPTION>
SUMMARY
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
PROVIDENT BANKSHARES CORPORATION 100.00 215.74 296.73 341.29 496.98 672.11
MIDDLE ATLANTIC BANK INDEX 100.00 125.23 155.57 147.70 224.28 317.65
NASDAQ MARKET INDEX 100.00 100.98 121.13 127.17 164.96 204.98
</TABLE>
NOTES:
A. THE LINES REPRESENT YEARLY INDEX LEVELS DERIVED FROM COMPOUNDED DAILY
RETURNS THAT INCLUDE ALL DIVIDENDS.
B. THE INDEXES ARE REWEIGHTED DAILY, USING THE MARKET CAPITALIZATION ON THE
PREVIOUS TRADING DAY.
C. IF THE YEARLY INTERVAL, BASED ON THE FISCAL YEAR-END, IS NOT A TRADING
DAY, THE PRECEDING TRADING DAY IS USED.
D. THE INDEX LEVEL FOR ALL SERIES WAS SET TO $100.00 IN 1991.
17
<PAGE> 21
CERTAIN TRANSACTIONS WITH MANAGEMENT
Periodically, the Bank may engage in lending transactions in the ordinary
course of business with its officers and directors, as well as entities
associated with such persons. Such transactions are made in the ordinary course
of business and on substantially the same terms, including interest rate and
collateral, as those prevailing at the time for comparable transactions with
other persons. Loans to such persons do not involve more than the normal risk of
collectability or present other unfavorable features.
PROPOSAL TO APPROVE THE SELECTION OF
INDEPENDENT AUDITORS FOR THE YEAR 1997
The Board of Directors of Bankshares has appointed the firm of Coopers &
Lybrand L.L.P., certified public accountants, as independent auditors for
Bankshares for the year 1997, subject to the approval of the stockholders.
Coopers & Lybrand L.L.P., which has served as independent auditors for
Bankshares and the Bank since 1990, has advised Bankshares that neither the firm
nor any of its partners or associates has any direct financial interest in or
any connection with Bankshares or any of its subsidiaries other than as
independent auditors. Representatives of Coopers & Lybrand L.L.P. are expected
to be present at the Annual Meeting and will have the opportunity to make a
statement if they desire to do so and to respond to appropriate questions.
The Board of Directors seeks stockholder approval of its selection of
Coopers & Lybrand L.L.P. as its independent auditors to Bankshares for the year
1997.
The Board of Directors recommends a vote FOR the Proposal. Proxies will be
voted FOR the Proposal unless otherwise instructed by the Stockholders.
OTHER BUSINESS
The Board of Directors is not aware of any matters to be presented for
action at the meeting, other than the matters set forth herein. If any other
business should properly come before the meeting, the persons named in the
accompanying proxy will vote such proxy in accordance with their best judgment
with respect thereto.
VOTING PROCEDURES
Each proposal submitted to Bankshares' stockholders for a vote is deemed
approved if a majority of the shares of Common Stock of Bankshares present in
person or by proxy at a meeting at which a quorum is present votes in favor of
the proposal. The presence in person or by proxy of stockholders entitled to
cast a majority of all the votes entitled to be cast at the meeting constitutes
a quorum. A stockholder is entitled to one vote for each share owned.
Stockholder votes are tabulated manually by the Corporation. Proxies
received by Bankshares, if such proxy is properly executed and delivered, will
be voted in accordance with the voting
18
<PAGE> 22
specifications made on such proxy. Proxies received by Bankshares on which no
voting specification has been made by the stockholder will be voted for all
items discussed in the Proxy Statement, in the manner slated on the proxy card.
Stockholders who execute and deliver proxies retain the right to revoke them by
notice in writing delivered to Bankshares' Secretary at any time before such
proxies are voted. Under applicable Maryland corporate law and the Articles of
Incorporation and By-Laws of Bankshares, proxies received by Bankshares
specifying an abstention as to any proposal will cause the shares so represented
to be counted toward a quorum, but not counted as favorable votes and,
therefore, have the same effect as a vote against the proposal. To the extent
holders or brokers having the right to vote shares do not attend the meeting or
return a proxy, such shares will not count toward a quorum and, if a quorum is
otherwise achieved, will have no effect on the vote of the proposals considered
at the meeting.
STOCKHOLDER PROPOSALS -- 1998 ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the 1998 Annual
Meeting of Bankshares must be received by Bankshares at 114 East Lexington
Street, Baltimore, Maryland 21202 prior to November 17, 1997, to be eligible for
inclusion in the proxy statement and form of proxy. In order to curtail
controversy as to compliance with this requirement, stockholders are urged to
submit proposals to the Secretary of Bankshares by Certified Mail-Return Receipt
Requested.
19
<PAGE> 23
ANNUAL REPORTS
BANKSHARES' 1996 ANNUAL REPORT TO STOCKHOLDERS AND ANNUAL REPORT ON FORM
10-K ACCOMPANY THIS PROXY STATEMENT. COPIES OF THE REPORTS MAY BE OBTAINED UPON
WRITTEN REQUEST TO THE SECRETARY OF BANKSHARES, 114 EAST LEXINGTON STREET,
BALTIMORE, MARYLAND 21202, AND WILL BE AVAILABLE AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Carl W. Stearn
CARL W. STEARN
Chairman of the Board
Baltimore, Maryland
March 15, 1997
20
<PAGE> 24
- -------
PLEASE MARK VOTES REVOCABLE PROXY
X AS IN THIS EXAMPLE PROVIDENT BANKSHARES CORPORATION
- -------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF PROVIDENT BANKSHARES CORPORATION
ANNUAL MEETING OF STOCKHOLDERS -- APRIL 16, 1997
The undersigned hereby appoints Dennis A.Starliper and Robert L. Davis or either
of them acting individually, and with full power of substitution to act, as
attorneys and proxies for the undersigned, to vote all shares of Common Stock of
Provident Bankshares Corporation ("Bankshares") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held at the offices
of Bankshares, 114 East Lexington Street, Baltimore, maryland 21202 at 10:00
a.m. and at any and all adjournments thereof as follows:
1. The election as directors of all nominees listed below (except as marked to
the contrary):
For With- For All
hold Except
|-| |-| |-|
DR. CALVIN W. BURNETT; PIERCE B. DUNN; MARK K. JOSEPH; PETER M. MARTIN; SHEILA
K. RIGGS; AND BARBARA B. LUCAS.
INSTRUCTION: To withhold your vote for any nominee(s), mark "For All Except"
and write that nominee's name on the line below
- -----------------------------------------------
2. The approval of Coopers & Lybrand as independent Auditors.
|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS
GIVEN WITH RESPECT TO ANY MATTER OR MATTERS, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2. THE UNDERSIGNED HEREBY AUTHORIZES THE PROXIES TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING WITHOUT
LIMITATIONS, A MOTION TO ADJOURN OR POSTPONE THE ANNUAL MEETING TO ANOTHER TIME
AND/OR PLACE FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
The undersigned acknowledges receipt from Bankshares prior to the execution of
this proxy of Notice of the Meeting, a Proxy Statement, dated March 15, 1997,
and Bankshares' Annual Report to Stockholders.
Please be sure to sign and date Date
this Proxy in the box below
----------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
PROVIDENT BANKSHARES CORPORATION
- --------------------------------------------------------------------------------
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
