<PAGE>
SCHEDULE 14A 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
United National Bancorp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
Common
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
5,000,000
------------------------------------------------------------------------
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:
------------------------------------------------------------------------
/X/ 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:
$125.00
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
United National Bancorp
------------------------------------------------------------------------
4) Date Filed:
February 22, 1996
------------------------------------------------------------------------
<PAGE>
[LOGO]
1130 ROUTE 22 EAST
BRIDGEWATER, NEW JERSEY 08807
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 1996
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of United National Bancorp (the "Corporation") will be held at the
Headquarters Building of Bancorp, 1130 Route 22 East, Bridgewater, New Jersey,
on April 16, 1996 at 10:00 a.m., for the purpose of considering and voting upon
the following matters:
1. Electing seven directors to serve until the expiration of their terms
and thereafter until their successors shall have been duly elected and shall
have qualified.
2. An amendment to Bancorp's Certificate of Incorporation to increase the
authorized common stock of Bancorp from 4,000,000 to 5,000,000 shares.
3. Such other business as may properly come before the Meeting or any
adjournment thereof.
Only those shareholders of record as of the close of business on March 15,
1996 will be entitled to notice of, and to vote at, the Meeting. A list of such
shareholders will be available at the Meeting.
AN ANNUAL DISCLOSURE STATEMENT COVERING THE CORPORATION'S FINANCIAL RESULTS
FOR THE PAST TWO YEARS IS AVAILABLE, BY REQUEST, AT ALL BRANCHES OF THE
CORPORATION'S SUBSIDIARY, UNITED NATIONAL BANK ("UNB") AND THAT DISCLOSURE
STATEMENT AND A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K (WITHOUT
EXHIBITS) MAY BE OBTAINED BY WRITING PIERCE A.R. BAUGH, VICE PRESIDENT &
SECRETARY, UNITED NATIONAL BANCORP, P.O. BOX 6000, 1130 ROUTE 22 EAST,
BRIDGEWATER, NEW JERSEY 08807-0010, OR BY CALLING 908-429-2365.
By Order of the Board of Directors,
[SIGNATURE]
Pierce A.R. Baugh
VICE PRESIDENT & SECRETARY
Bridgewater, New Jersey
March 20, 1996
THE ATTACHED PROXY STATEMENT SHOULD BE READ CAREFULLY. STOCKHOLDERS ARE
URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY GIVING WRITTEN
NOTICE TO THE CORPORATION. IF YOU ATTEND THE MEETING, YOU MAY SUPERSEDE YOUR
EXECUTED PROXY BY VOTING IN PERSON.
THIS YEAR'S ANNUAL MEETING IS BEING HELD AT THE HEADQUARTERS BUILDING OF THE
CORPORATION, 1130 ROUTE 22 EAST, BRIDGEWATER, NEW JERSEY.
<PAGE>
[LOGO]
1130 ROUTE 22 EAST
BRIDGEWATER, NEW JERSEY 08807
------------------------
PROXY STATEMENT
DATED MARCH 20, 1996
------------------------
GENERAL PROXY STATEMENT INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of United National Bancorp (the "Corporation") of proxies for
use at the Annual Meeting of Shareholders of the Corporation to be held at the
Headquarters Building of the Corporation, 1130 Route 22 East, Bridgewater, New
Jersey, on Tuesday, April 16, 1996 at 10:00 A.M. local time. This Proxy
Statement is first being mailed to shareholders on approximately March 20, 1996.
VOTING INFORMATION
The record date for determining shareholders entitled to notice of and to
vote at the Meeting is March 15, 1996. Only shareholders of record as of that
date will be entitled to notice of, and to vote at, the Meeting.
On the record date, 3,633,794 shares of the Corporation Common Stock, $2.50
par value, were outstanding and eligible to be voted at the Meeting. Each share
of the Corporation Common Stock is entitled to one vote.
All shares represented by valid proxies received pursuant to this
solicitation will be voted in favor of the election of the seven nominees for
director who are named in the Proxy Statement and will be voted in favor of the
amendment to the Certificate of Incorporation (the "Certificate") to increase
the authorized stock of the Corporation unless the shareholder specifies a
different choice by means of the proxy or revokes the proxy prior to the time it
is exercised. Should any other matters properly come before the Meeting, the
persons named as proxies will vote upon such matters according to their
discretion unless the shareholder otherwise specifies in the proxy.
Please return your proxy in the enclosed envelope (addressed to The Bank of
New York, serving as Registrar of our stock) sufficiently early to assure that
it will be received prior to the time set for the Meeting. You are, of course,
welcome to attend the Meeting and vote in person if you wish.
Please note that proxies may be revoked in person at the Meeting, or by
written and signed order of the shareholder if the revocation notice is
delivered to the the Corporation's Headquarters, 1130 Route 22 East,
Bridgewater, New Jersey 08807, Attention: Pierce A.R. Baugh, Vice President &
Secretary, prior to 4:00 P.M. on April 15, 1996.
The enclosed proxy is solicited by the Board of Directors of the
Corporation, and the cost of that solicitation will be borne by the Corporation.
In addition to the use of the mails, proxies may be solicited personally or by
telephone by officers, directors and employees of the Corporation who will not
be specially compensated for such solicitation activities. Arrangements may be
made with brokerage houses and other custodians, nominees and fiduciaries for
forwarding solicitation materials to the beneficial owners of shares held of
record by such persons and the Corporation will reimburse such persons for their
reasonable expenses incurred in that connection.
1
<PAGE>
Approval of the Amendment to the Corporation's Certificate requires the
affirmative vote of a majority of the Corporation's Common Stock voted at the
Meeting, whether in person or by proxy. Election of directors requires the
affirmative vote of a plurality of the Corporation's Common Stock voted at the
Meeting, whether in person or by proxy. THE CORPORATION'S BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT AND FOR MANAGEMENT'S NOMINEES
FOR DIRECTOR.
At the Meeting, inspectors of election will tabulate both ballots cast by
shareholders present and voting in person, and votes cast by proxy. Under
applicable state law and the Corporation's Certificate and Bylaws, abstentions
and broker non-votes are counted for purposes of establishing a quorum but
otherwise do not count. Generally, the approval of a specified percentage of
shares voted at a shareholder meeting is required to approve a proposal and thus
abstentions and broker non-votes have no effect on the outcome of a vote. Where
state law or the Corporation's Certificate or Bylaws require that the matter
voted upon be approved by a specified percentage of the OUTSTANDING shares, then
abstentions and broker non-votes have the same effect as negative votes.
2
<PAGE>
I. ELECTION OF DIRECTORS
The Corporation's Board of Directors has been divided into three classes of
approximately equal size. Directors are generally elected for three-year terms
on a staggered-term basis, so that the term of office of one class will expire
each year and the terms of office of the other classes will extend for
additional periods of one and two years, respectively. This year five nominees
have been nominated to serve three-year terms expiring in 1999; one nominee has
been nominated to serve a two year term expiring in 1998, and one nominee has
been nominated for a one year term, expiring in 1997.
Shareholders will elect seven directors at the Meeting. Table I identifies
the nominees selected by the Board of Directors for election to the Board at the
Meeting. Table II identifies the individuals whose terms of office extend beyond
the Meeting.
Unless a shareholder either indicates "withhold authority" on the proxy, or
indicates on the proxy that his or her shares should not be voted for certain
nominees, it is intended that the proxy be voted for the persons named in Table
I to serve until the expiration of their terms and thereafter until their
successors shall have been duly elected and shall have qualified.
Table I and Table II set forth the names and ages of the nominees for
election to director, the directors whose terms extend beyond 1996, the other
positions and offices presently held by each person within the Corporation, the
period during which each person has served on the Board of Directors of the
Corporation (or, for the period prior to August 1, 1988, the Board of Directors
of the Corporation's primary subsidiary, United National Bank ("UNB")), the
expiration of their respective terms, and the principal occupations and
employment of each such person during the past five years.
TABLE I
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION OR
NAME AGE SINCE EXPIRATION EMPLOYMENT FOR PAST FIVE YEARS
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
C. Douglas Cherry 59 1993 1999 President & Chief Executive Officer Cherry, Weber &
Associates, P.C. (consulting engineers).
Thomas C. Gregor 50 1992 1999 Chairman of the Board, President and Chief Executive Officer
of the Corporation since March 4, 1993; Chairman, President
and Chief Executive Officer of UNB since June 1, 1992;
previously Senior Vice President -- Commercial Lending of
National Westminster Bank NJ and its predecessors.
John W. McGowan III 44 1996 1998 Attorney and Director; Herold and Haines, PA (law firm).
Specializing in corporate transactions and bank lending
matters.
Patricia A. McKiernan 57 -- 1999 Executive Vice President Hunterdon Medical Center since
1992. Vice-President, Public Affairs 1981-1992.
Charles N. Pond, Jr 44 1996 1997 Owner, operator, The Oil Peddler, Inc. and General Manager
Hall Oil Company, Inc. (retail fuel oil).
David R. Walker 61 1994 1999 Vice Chairman, Bollinger-Fowler Company (insurance agency).
George J. Wickard 64 1993 1999 Retired; formerly Vice President and General Manager, United
Telephone of New Jersey, Inc.
</TABLE>
3
<PAGE>
TABLE II
DIRECTORS WHOSE TERMS EXTEND BEYOND THE ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION OR
NAME AGE SINCE EXPIRATION EMPLOYMENT FOR PAST FIVE YEARS
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
George W. Blank 57 1994 1998 President and Chief Executive Officer, The MedTech Group,
Inc.
Charles E. Hance 52 1981 1998 Senior Vice President and General Counsel, Beneficial
Management Corp., Peapack, N.J. (provides supervisory, audit
and accounting services for several divisions of of
Beneficial Corp.).
John R. Kopicki 52 1993 1998 President and Chief Executive Officer of Muhlenberg Regional
Medical Center.
Kenneth W. Turnbull 77 1969 1998 Retired; Chairman Emeritus; previously Chairman of the Board
and Chief Executive Officer of the Corporation.
Donald A. Buckley 69 1987 1997 Retired; previously President and Chief Operating Officer of
the Corporation, Chairman of the Board of UNB; served as
President and Chief Executive Officer of UNB until June
1992.
Richard C. Marder 82 1966 1997 Proprietor, Graftek, Plainfield, N.J. Advertising and
business printing.
Antonia S. Marotta 66 1994 1997 Founder and President, Lean Line, Inc. (weight loss
motivation programs).
Ronald E. West 46 1994 1997 Senior Manager, Telecommunications & Office Automation,
Shearman & Sterling (law firm).
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation's Board of Directors had six regular meetings and no special
meetings in 1995.
There were five standing committees appointed by the Corporation's Board at
the June 20, 1995 meeting. These are in addition to the nine Committees of the
UNB Board. The Corporation's Committees are:
EXECUTIVE COMMITTEE. The principal function of the Executive Committee is
to exercise the authority of the Board of Directors in the management and
affairs of the Corporation, as required, between meetings of the Board. The
members are Mr. Gregor (Chairman), Mrs. Marotta and Messrs. Blank, Buckley and
Turnbull. The Executive Committee did not meet during 1995.
AUDIT COMMITTEE. This committee (which also serves as the audit committee
for UNB) supervises internal audits of the Corporation and UNB, reviews reports
of internal and external auditors engaged by the Corporation and UNB, makes
recommendations for changes in relevant systems and policies, and recommends the
appointment of outside auditors. The members are Messrs. Marder (Chairman),
Cherry, Walker and Wickard. The Audit Committee met seven times in 1995.
STRATEGIC PLANNING COMMITTEE. This committee develops a strategic plan
containing the Corporation's mission statement and assesses progress
periodically. The committee also reviews capital adequacy and other resources.
The members are Messrs. Gregor (Chairman), Blank, Cherry, Kopicki and West, as
well as four non-director officers of the Corporation. The Strategic Planning
Committee met two times in 1995.
NOMINATION COMMITTEE. This committee makes recommendations with respect to
nominees for election to the Board of Directors at the Annual Meeting of
Shareholders and nominees to fill vacancies in the Board membership between
Meetings. The Nomination Committee has not established specific procedures for
receiving recommendations from shareholders for nominees for election to the
Board of Directors, but
4
<PAGE>
will consider any such recommendations brought to the attention of the
committee. Members of the committee are Mr. Turnbull (Chairman), Mrs. Marotta
and Messrs. Gregor, Hance, Kopicki, and Wickard. The Nominating Committee met
once in 1995.
STOCK BASED INCENTIVE PLAN COMMITTEE. This committee has full power and
discretion to interpret and administer the Corporation's Long Term Stock Based
Incentive Plan. The committee establishes selection guidelines and selects
eligible persons for participation in the Plan. Members of the committee are Mr.
Blank (Chairman), Mrs. Marotta, and Messrs. Cherry, Hance, Kopicki, Marder,
Walker, West and Wickard. The committee met once in 1995.
All Directors attended no fewer than 75% of the total number of meetings
held by the Corporation Board and all committees of the Board on which they
served (during the period they served) in 1995, except Mr. Blank and Mr. Hance
who attended 55% and 50% of such meetings, respectively.
DIRECTORS' COMPENSATION
The Directors of the Corporation receive a retainer of $4,000 per year and
UNB Directors $3,500. In addition, the Corporation and UNB Directors receive
$450 for each Board and committee meeting attended. Mr. Blank received an
additional $2,000 as Chairman of both the Stock Based Incentive Plan Committee
and the Compensation Committee, and Mr. Marder received an additional $3,500 as
Chairman of both the Corporation and UNB Audit Committees.
The total fees paid to all Directors for the Corporation's Board and
committee meetings during 1995 were $85,211. The total fees paid to all
Directors for UNB Board and committee meetings during 1995 were $212,319. These
amounts include fees which Directors elected to defer under a deferred
compensation plan.
The Corporation has a stock option plan (the "Director Plan") under which
each director of the Corporation who is not also an employee of the Corporation
or its affiliates, and has not been an employee for at least one year (a
"Non-Employee Director"), is eligible to receive options. Following the
Corporation's 1995 Annual Meeting at which shareholders approved the Director
Plan, each then current director of the Corporation except Mr. Gregor, a total
of 11 persons, was granted an option to purchase 1,000 shares of Common Stock.
Thereafter, each eligible person who is elected or re-elected at an annual
meeting of the Corporation's shareholders will be automatically granted an
option, with the number of shares purchasable thereunder based on the term to
which such person is elected: 1,000 shares for a three-year term, 667 shares for
a two-year term, or 333 shares for a one-year term. Assuming that all
Non-Employee Director nominees are elected at this year's Meeting, four of them
(Messrs. Cherry, Walker and Wickard and Ms. McKiernan) will be granted an option
to purchase 1,000 shares of Common Stock; one of them (Mr. McGowan) will be
granted an option to purchase 667 shares of Common Stock; and one of them (Mr.
Pond) will be granted an option to purchase 333 shares of Common Stock.
All options granted under the Director Plan have terms of ten years, subject
to earlier termination as provided in the Director Plan. Subject to accelerated
vesting upon a change in control of the Corporation, retirement, death or
disability of the director, options granted pursuant to the Director Plan become
exercisable as follows: 333 shares of Common Stock become exercisable one year
after the grant, the next 334 shares (if the option is for 667 or 1,000 shares)
become exercisable two years after the grant, and the final 333 shares (if the
option is for 1,000 shares) become exercisable three years after the grant.
Options are granted at an exercise price equal to the fair market value (on the
date of grant) of Common Stock purchasable thereunder.
5
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDER
The following table sets forth, as of January 31, 1996, the number of shares
of the Corporation's outstanding common stock beneficially owned by the
Directors of the Corporation, the nominees for Director, the executive officers
of the Corporation for whom individual information is required to be set forth
in this Proxy Statement ("Named Officers") pursuant to the regulations of the
Securities and Exchange Commission (the "Commission"), all Directors and
executive officers of the Corporation as a group, and each person or group known
by the Corporation to be the beneficial owner of more than 5% of Corporation's
outstanding common stock.
<TABLE>
<CAPTION>
NO. OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OWNED SHARES
- --------------------------------------------------- ----------------- ----------------
<S> <C> <C>
George W. Blank 539 *
Donald A. Buckley 9,382 *
C. Douglas Cherry 2,983 *
Warren R. Gerleit 6,141(1) *
Thomas C. Gregor 12,873(2) *
Charles E. Hance 1,441 *
John R. Kopicki 443 *
Donald W. Malwitz 6,988(3) *
Richard C. Marder (4) 1,770 *
Antonia S. Marotta 1,026 *
Patricia A. McKiernan 200 *
John W. McGowan III 500 *
Charles N. Pond, Jr. (5) 2,653 *
Ralph L. Straw, Jr 2,212 *
Kenneth W. Turnbull 5,859(6) *
David R. Walker 6,561 *
Ronald E. West 340 *
George J. Wickard 493 *
Directors and Executive Officers as a Group (25
persons) (8) 80,653(7) 2.2%
5% SHAREHOLDER
- ---------------------------------------------------
Mrs. C. Northrop Pond (4)(5)
1241 Cooper Road
Scotch Plains, NJ 07076 327,364(9) 9%
</TABLE>
- ------------------------
* Less than one percent.
(1) Of this total, 2,770 shares are held by Mr. Gerleit and he has the right to
acquire an additional 3,371 shares pursuant to options exercisable within 60
days.
(2) Of this total, 6,131 shares are held by Mr. Gregor and he has the right to
acquire an additional 6,742 shares pursuant to options exercisable within 60
days.
(3) Of this total, 2,798 shares are held by Mr. Malwitz and he has the right to
acquire an additional 4,190 shares pursuant to options exercisable within 60
days.
(4) Mrs. Pond and Mr. Marder are sister and brother.
(5) Mrs. Pond and Charles N. Pond, Jr. are mother and son.
(6) Of this total, 2,577 are shares held by Mr. Turnbull's wife.
(7) The total of 80,653 shares includes 5,418 shares held jointly or
individually by spouses and/or other members of the household of the
directors and all executive officers.
6
<PAGE>
(8) The total unnamed executive officers have the right to purchase 11,038
shares pursuant to options exercisable within 60 days.
(9) Mrs. Pond holds 129,123 shares in her personal trust. The remaining 198,241
shares in this figure are held in trusts for which Mrs. Pond serves as
Trustee and has the sole voting rights.
CORPORATION EXECUTIVE COMPENSATION
GENERAL
Compensation of Corporation executives is described below in the tabular
format mandated by the Commission. The letters in parentheses below each column
heading are the letters designated by the Commission for such columns, and are
provided to make it easier to compare the compensation of the Corporation's
executives with that of the executives of other Commission reporting companies.
The absence of any table or column designated by the Commission means that no
compensation was paid or earned which would be required to be described in such
table or column.
SUMMARY COMPENSATION TABLE
The following table summarizes all compensation earned in the past three
years for services performed in all capacities for the Corporation and UNB with
respect to the Named Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------
AWARDS
----------------------------------
(A) ANNUAL COMPENSATION (E) (F)
NAME AND ------------------------ RESTRICTED SECURITIES (G)
PRINCIPAL (B) (C) (D) STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) AWARD(S) ($) OPTIONS/SARS (#) COMPENSATION ($)
- ------------------------------ --------- ----------- ----------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Gregor, 1995 212,000 100,000 -- 6,360 8,196(1)
Chief Executive Officer 1994 188,000 84,600 41,113(2)(3) 13,483 8,433(4)
of the Corporation and UNB 1993 165,000 11,550 -- -- 1,080(5)
Donald W. Malwitz, 1995 131,000 30,000 -- 2,120 4,626(1)
V.P. & Treasurer of 1994 126,400 37,920 9,488(2)(3) 2,247 4,531(4)
the Corporation and Executive 1993 122,400 8,568 -- -- 1,080(5)
V.P. & Chief Financial
Officer of UNB
Warren R. Gerleit, 1995 123,000 33,000 -- 3,180 6,846(1)
Executive Vice President, 1994 116,600 34,800 25,300(2)(3) 6,742 6,592(4)
Lending, of UNB 1993 110,000 7,700 -- -- 878(5)
Ralph L. Straw, Jr. 1995 110,000 25,000 19,500(2)(3) 4,240 6,196(1)
Executive Vice President 1994 102,500 30,750 -- -- --
and General Counsel of UNB 1993 -- -- -- -- --
</TABLE>
- ------------------------
(1) In January 1994 UNB established a 401(k) Plan available to all employees.
The amounts shown represent UNB's 1995 contribution on behalf of the
executive to the 401(k) (Mr. Gregor -- $7,500; Mr. Malwitz -- $3,900; Mr.
Gerleit -- $6,150; and Mr. Straw -- $5,500) and term life insurance
premiums paid for the executive by UNB (Mr. Gregor -- $696; Mr. Malwitz --
$696; Mr. Gerleit -- $696; and Mr. Straw -- $696).
(2) All restricted stock awards vest 50% two years after the date of grant, an
additional 25% after three years, and the remaining balance after four
years. The restricted stock also vests in full upon retirement under normal
conditions. All dividends on the restricted stock, whether in cash or
securities, are fully vested immediately. The dollar amounts shown reflect
the value at the date of grant.
7
<PAGE>
(3) As of December 31, 1995, Mr. Gregor held 1,300 shares of restricted stock
with a value of $44,200; Mr. Malwitz held 300 shares of restricted stock
with a value of $10,200; Mr. Gerleit held 800 shares of restricted stock
with a value of $27,200; and Mr. Straw held 600 shares of restricted stock
with a value of $20,400.
(4) The amounts shown represent UNB's contribution on behalf of the executive to
the 401(k) (Mr. Gregor -- $7,737; Mr. Malwitz -- $3,835; Mr. Gerleit --
$5,896; and Mr. Straw -- $3,086) and term life insurance premiums paid for
the executive by UNB (Mr. Gregor -- $696; Mr. Malwitz -- $696; Mr. Gerleit
-- $696; and Mr. Straw -- $471).
(5) This amount represents term life insurance premiums paid for the officer by
UNB.
OPTION GRANTS IN 1995
The following table shows the options granted to Named Officers in 1995, and
their potential value at the end of the option term, assuming certain levels of
appreciation of the Corporation's Common Stock. While the Commission-mandated
column headings refer to stock appreciation rights ("SARs"), the Corporation has
not awarded any SARs to its executive officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
------------------------------------------------- AT ASSUMED ANNUAL RATES OF
NUMBER OF PERCENT OF TOTAL STOCK PRICE APPRECIATION
SECURITIES OPTIONS/SARS FOR OPTION TERM (1)
UNDERLYING GRANTED TO EXERCISE OR --------------------------------
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- --------------------------- -------------- ------------------ ------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
(A) (B) (C) (D) (E) (F) (G)
Thomas C. Gregor 6,360 (2) 15 % 32.50 1/1/05 130,000 329,448
Donald W. Malwitz 2,120 (2) 5 % 32.50 1/1/05 43,333 109,516
Warren R. Gerleit 3,180 (2) 8 % 32.50 1/1/05 65,000 164,724
Ralph L. Straw, Jr. 4,240 (2) 10 % 32.50 1/1/05 86,666 219,362
</TABLE>
- ------------------------
(1) The dollar amounts under these columns are the result of calculations at the
5% and the 10% rates set by the Commission and therefore are not intended to
forecast possible future appreciation, if any, of the Corporation's stock
price.
(2) These options become exercisable at the rate of 50% on January 1, 1997, 25%
on January 1, 1998 and 25% on January 1, 1999.
AGGREGATED OPTION EXERCISES IN 1995 AND YEAR-END OPTION VALUE
The following table shows options exercised during 1995, and the value of
unexercised options held at year-end 1995, by the Named Officers. The
Corporation does not use SARs as compensation.
AGGREGATED OPTIONS/SAR EXERCISES IN THE
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS/SARS AT
YEAR-END (#) FISCAL YEAR-END ($)
SHARES ACQUIRED VALUE ----------------------- -----------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------- ----------------- ------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
(A) (B) (C) (D) (E)
Thomas C. Gregor -- -- 6,740/13,103 219,050/425,848
Donald W. Malwitz -- -- 3,066/4,367 99,645/141,928
Warren R. Gerleit -- -- 3,371/6,551 109,558/212,908
Ralph L. Straw, Jr. -- -- 0/4,240 0/137,800
</TABLE>
8
<PAGE>
PENSION PLAN
UNB has a regular Pension Plan under which executive officers and salaried
employees may qualify under essentially the same standards. The annual pension
payable under the Pension Plan is equal to the sum of:
(1) The employee's accrued benefit as of December 31, 1986 (1.1875% of
1986 basic compensation, plus 0.5% of such compensation in excess of $7,800,
all multiplied by the number of years of credited service as of December 31,
1986); plus
(2) From January 1, 1987 through December 31, 1988, and for each year
after December 31, 1988 in which the employee has less than 35 years of
benefit accruals, 1.5% of basic compensation for such year, plus 0.5% of
such compensation in excess of $7,800; plus
(3) For each year after December 31, 1988 in which the employee has 35
or more years of benefit accruals, 2% of basic compensation for such year.
In 1994 a $150,000 compensation limit became effective on pension plans.
Only Mr. Gregor is affected at this time and his benefit declined when compared
to last year.
The estimated annual benefits payable upon retirement at normal retirement
age (65) to the Named Officers are:
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
--------------------------------
ASSUMING
4% ANNUAL ASSUMING NO
SALARY SALARY
NAME INCREASES INCREASES
- -------------------------------------------------- --------------- ---------------
<S> <C> <C>
Thomas C. Gregor $ 64,154 $ 50,733
Donald W. Malwitz 78,746 72,605
Warren R. Gerleit 61,644 46,548
Ralph L. Straw, Jr. 32,374 26,833
</TABLE>
EMPLOYMENT, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
As of August 15, 1994, the Corporation and UNB entered into employment and
change-in-control agreements with six executive officers, including each of the
Named Officers. Each agreement provides for the employment of the executive from
August 1, 1994 through July 30, 1998, at a minimum base salary equal to the
executive's salary as of August 1, 1994. Under the agreement, the executive is
entitled to participate in all incentive compensation and stock award plans, all
pension, profit sharing or other retirement plans, and all medical, disability
and life insurance plans made available to other executives of the Corporation.
Such plans may not be terminated or altered in a manner adverse to the executive
following a change in control of the Corporation, as defined in the agreement.
Each agreement also provides for the following compensation upon termination
of the executive's employment; upon the executive's death up to six month's base
salary to the extent that the Corporation has not provided life insurance with
benefits equal to 200% of the executive's base salary; upon termination due to
disability, up to six months' base salary to the extent that the Corporation has
not provided disability insurance with benefits equal to 100% of the executive's
base salary; if the termination is by the Corporation due to the executive's
poor performance (which form of termination is only permitted prior to a change
in control), one year's base salary; if the termination is by the Corporation
without cause prior to a change in control, two years' base salary (one year for
Mr. Straw); if the termination is by the Corporation without cause after a
change in control or if after a change in control the executive resigns for good
reason (generally defined to include material reductions in the executive's
status or benefits), a lump sum equal to (x) the cash value (determined by a
formula) of any stock options, restricted stock or other stock plan awards from
the Corporation to the executive which are not vested on the date of the
termination, plus (y) a multiple (2.99 for Mr. Gregor and 2.0 for the other
executives) of the average annual compensation (including base salary and bonus)
paid to the executive during the five year period prior to the change in
control. The change in control payments to the executives will be reduced if and
to the extent necessary to comply with the limitations
9
<PAGE>
imposed upon parachute payments under Section 280G of the Internal Revenue Code,
which limits all payments contingent on a change in control to an amount not to
exceed three times the executive's average taxable wage compensation in the five
years prior to a change in control.
Each agreement defines "change in control" generally to mean any of the
following: (1) any person or group (other than the Corporation) acquires 25% or
more of the Corporation's and/or UNB's voting securities or all or substantially
all of its assets; (2) the Corporation and/or UNB agrees to merge with an
unaffiliated entity and (a) the Corporation's or UNB's directors immediately
prior to such merger will constitute less than a majority of the directors of
the surviving entity or (b) less than 75% of the outstanding voting securities
of the surviving entity will be beneficially owned by the stockholders of the
Corporation immediately prior to the merger; (3) the Corporation and/or UNB
agrees to transfer all or substantially all of its assets, other than to a
wholly-owned subsidiary of the Corporation; or (4) a majority of the directors
of either the Corporation or UNB are persons who were not (a) directors on
August 15, 1994 ("current members"), (b) nominated by the affirmative vote of a
majority of the current members at the time of their nomination ("future
designees") or (c) nominated by the affirmative vote of a majority of the
current members and future designees, taken as a group.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of UNB's Compensation Committee during 1995 were Messrs. Blank
(Chairman), Buckley, Gregor, Hance and Kopicki.
Among those who served on the Board of Directors during 1995 and thus were
ultimately responsible for setting executive officer compensation, Mr. Gregor
was himself an executive officer of the Corporation. Mr. Gregor participated in
deliberations of the Corporation's and UNB's boards of directors concerning
compensation of executive officers other than himself.
Directors and officers of the Corporation and their associates were
customers of and had transactions with UNB in the ordinary course of business
during the year ended December 31, 1995. Similar transactions may be expected to
take place with the Corporation's subsidiaries in the future. Outstanding loans
and commitments made by UNB in transactions with the Corporation's directors and
officers and their associates were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than a
normal risk of collectibility or present other unfavorable features.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT, A REQUIREMENT OF THE COMMISSION, WAS PREPARED BY THE
BOARD OF DIRECTORS OF THE CORPORATION.
UNB is the primary subsidiary of the Corporation, and the compensation of
senior officers of UNB (who may be deemed "executive officers" of the
Corporation for Commission reporting purposes) is normally established by the
full Board of Directors of UNB, based on recommendations made to it by its
Compensation Committee. The Compensation Committee is composed of five directors
who, in 1995, were Messrs. Blank (Chairman), Buckley, Gregor, Hance and Kopicki.
Mr. Gregor does not participate in the committee deliberations with respect to
his own compensation.
In 1994, the Board of Directors of UNB made a number of changes in the way
it set compensation for UNB's senior officers. First, the Board adopted a new
performance-based bonus program, used to determine bonuses for officers at or
above the Vice President level. In 1995, the group compensated using this system
was expanded to include all UNB employees. The Board of Directors or, in the
case of employees under the rank of Vice President, UNB management, sets
specific, measurable goals to be obtained by both UNB and the individual officer
or employee. At year end, the performance of both UNB and the officer or
employee are measured and bonuses are determined using a matrix under which the
performance of UNB and the officer or employee each contribute to the bonus
available for such officer or employee. Specified levels of performance must be
met by both UNB and the officer or employee before any bonus is payable.
10
<PAGE>
In addition, beginning in 1994 the Corporation made available to all
employees, including the Named Officers, a 401(k) Plan pursuant to which the
employees may make contributions and the Corporation may match such
contributions, up to a maximum match of 5% of the employee's compensation. In
1995, the Corporation undertook to match 50% of each employee's contribution (up
to the 5% compensation cap) and to match an additional 50% (subject to the cap)
if UNB met its approved budget for the year. That budget was met and employee
contributions were matched 100% in 1995. Prior to 1994, UNB had a profit sharing
plan for which all employees, including executive officers, were eligible for
awards. The profit sharing plan was not utilized and no awards were made under
it in 1995.
During 1995, Mr. Thomas C. Gregor served as Chairman, President and Chief
Executive Officer of UNB, and Chairman, President and Chief Executive Officer of
the Corporation. Mr. Gregor's base salary for 1995 was set by the Board of UNB
based upon his performance in executing his responsibilities in those positions
in 1994 and the performance anticipated from him in 1995 and future years. The
Board also considered the objectives set by the Board for UNB for 1995, the
overall performance of the Corporation and UNB and Mr. Gregor's ability to
develop and motivate employees to meet the Corporation's short- and long-term
objectives. Mr. Gregor's 1995 bonus was set based on the matrix derived under
UNB's new performance-based bonus program, described above. The financial
measures used to determine Mr. Gregor's performance on the matrix were the
achievement of projected budget results, the completion of specified corporate
projects for 1995 within time and within budget, the achievement of specified
minimum financial ratios and the achievement of specified goals with respect to
UNB's internal quality program, financial performance and growth.
With respect to 1995 compensation for senior officers, the Compensation
Committee based its recommendations, and the full Board based its actions, on
the duties and responsibilities of the officer in question, the performance of
UNB and of the particular officer in 1994, and the performance anticipated from
the officer in 1995 and future years. Based upon UNB's new performance-based
bonus program, described above, bonuses for each senior officer were set based
on a matrix, which in turn was based on goals set for the senior officer and for
UNB as a whole. The CEO or, in some instances, the senior officer's other
supervising officer, set the goals for each senior officer.
Another compensation tool which the Board uses to relate executive
compensation to the performance of the Corporation and UNB as a whole is the
Corporation's Stock Based Incentive Plan. Recommendations for awards under this
plan are made to the full Board of Directors by its Stock Based Incentive Plan
Committee. The Committee is composed of non-management directors who, in 1995,
were Messrs. Blank (Chairman), Cherry, Hance, Kopicki, Marder, Walker, West and
Wickard and Mrs. Marotta. Mr. Gregor was awarded options to acquire 6,000 shares
of Corporation Common Stock pursuant to this plan in 1995, and other Named
Officers were awarded a total of 9,000 options under this plan in 1995.
Detailed information related to the compensation of the Named Officers is
shown in the compensation tables above.
As part of the 1993 Omnibus Budget Reconciliation Act ("OBRA '93") -- under
Section 162(m) of the Internal Revenue Code -- effective for taxable years
beginning on or after January 1, 1994, companies are subject to limits on the
deductibility of executive compensation OBRA '93 limited deductible compensation
for each executive officer to $1 million per year. Certain forms of compensation
are exempt from this deductibility limit, primarily performance-based
compensation which is approved by shareholders. Based on its 1995 salaries,
profit-sharing awards and incentive plan awards, the Corporation does not expect
any of its executive officers to exceed the $1 million deductibility threshold
during the 1996 tax year.
THE BOARD OF DIRECTORS
<TABLE>
<S> <C>
George W. Blank Richard C. Marder
Donald A. Buckley Antonia S. Marotta
C. Douglas Cherry Kenneth W. Turnbull
Thomas C. Gregor David R. Walker
Charles E. Hance Ronald E. West
John R. Kopicki George J. Wickard
</TABLE>
11
<PAGE>
PERFORMANCE GRAPH
The following graph is a requirement of the Commission. The graph compares
the cumulative total return on a hypothetical $100 investment made on December
30, 1990 in: (a) the Corporation's Common Stock; (b) the CRSP Index for the
NASDAQ Stock Market (U.S. Companies); and (c) the Keefe, Bruyette & Woods 50
("KBW 50") Index. The graph is calculated assuming that dividends are reinvested
during the relevant periods. The graph shows how a $100 investment would
increase or decrease in value over time, based on dividends (stock or cash) and
increases or decreases in the market price of the stock.
This year, the Corporation switched from a self-determined peer group of New
Jersey based bank holding companies to the KBW 50, an index composed of fifty
money center and regional banks. Since the Corporation began preparing these
performance graphs, the composition of the peer group has had to be changed
every year due to mergers and corporate reorganizations. The Corporation
believes that the limited number and geographical proximity of the banks in the
peer group have tended to make the peer group returns unduly volatile, whereas
the KBW 50 Index should provide a consistent means for comparing the performance
of the Corporation's Common Stock against other financial institutions
generally. The comparable figures in the graph below for the Corporation's 1994
peer group (B.M.J. Financial Corporation; Broad National Bancorporation; Garden
State BancShares, Inc.; HUBCO, Inc.; Interchange Financial Services Corporation;
Midlantic Corporation; Summit Bancorporation; and Valley National Bancorp) would
have been: 12/30/90 -- $100.00; 12/29/91 -- $128.30; 12/31/92 -- $272.22;
12/31/93 -- $319.00; 12/31/94 -- $349.88; 12/31/95 -- $645.45.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
UNITED CRSP INDEX FOR
NATIONAL NASDAQ STOCK MARKET KEEFE, BRUYETTE, & WOODS
BANCORP (US COMPANIES) 50 INDEX
<S> <C> <C> <C>
12/30/90 $ 100.00 $ 100.00 $ 100.00
12/29/91 $ 112.13 $ 160.56 $ 158.00
12/31/92 $ 165.98 $ 186.87 $ 202.00
12/31/93 $ 253.47 $ 214.51 $ 213.00
12/31/94 $ 293.44 $ 209.69 $ 202.00
12/31/95 $ 328.43 $ 296.30 $ 324.00
</TABLE>
12
<PAGE>
PROPOSAL 2 -- AMENDMENT TO CERTIFICATE OF INCORPORATION, INCREASING THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK.
GENERAL
The Board of Directors on February 20, 1996 unanimously approved an
amendment to Article 3 of Certificate to increase the authorized common stock to
5,000,000 shares.
Under the proposed amendment, the Corporation will have a total of 5,300,000
authorized shares of which 5,000,000 shares are common stock and 300,000 shares
are preferred stock which generally could be issued by the Board without further
shareholder approval.
The Certificate presently authorizes the issuance of 4,000,000 shares of
common stock, of which 3,633,794 shares were issued and outstanding as of the
record date and 300,000 preferred shares, none of which is issued or
outstanding. The full text of the proposed amendment to the Certificate is
attached to this Proxy Statement as Exhibit A. The following description of such
amendment is qualified in its entirety by reference to Exhibit A.
PURPOSE OF THE PROPOSAL
The purpose of this amendment is to maximize the Corporation's ability to
expand its capital. Although the Corporation has no agreements, commitments or
plans at this time for the sale or other use of additional shares of stock, the
Board of Directors believes that the proposed authorization of additional common
stock will provide the Corporation with increased flexibility in generating
additional capital, achieving future acquisitions and meeting its corporate
needs. If the issuance of shares is deemed advisable in connection with raising
additional capital, or future acquisitions, having the authority to issue the
additional shares would avoid the time delay and expense of a special
shareholders' meeting to authorize the issuance of stock. No further action or
authorization by the Corporation's shareholders would be necessary prior to
issuance of such stock, except as may be required for a particular transaction
by applicable law or regulation.
POSSIBLE ADVERSE EFFECTS OF THE PROPOSAL
The issuance of the additional common stock may have certain adverse effects
upon the current holders of common stock. Holders of the Corporation's common
stock will not have preemptive rights with respect to any new common stock. The
issuance of further common stock would increase the number of shares of common
stock outstanding, thereby diluting percentage ownership of existing
shareholders, as well as possibly diluting book value per share and/or earnings
per share.
POSSIBLE ANTI-TAKEOVER EFFECTS OF THE PROPOSAL
When in the judgment of the Board of Directors such action would be in the
best interests of the shareholders and the Corporation, the issuance of shares
could be used to create voting or other impediments or to discourage persons
seeking to gain control of the Corporation, for example, by the sale of common
stock to purchasers favorable to the Board of Directors. The existence of the
additional authorized shares could have the effect of discouraging unsolicited
takeover attempts. The issuance of new shares could also be used to dilute the
stock ownership of a person or entity seeking to obtain control of the
Corporation should the Board of Directors consider the action of such entity or
person not to be in the best interests of the shareholders and the Corporation.
Such issuance of common stock could also have the effect of diluting the
earnings per share and book value per share of the common stock held by then
existing holders of common stock.
VOTE REQUIRED FOR ADOPTION OF THE PROPOSAL
In accordance with the New Jersey Business Corporation Act and the
Certificate, the affirmative vote of a majority of those shares of common stock
voting on this proposal is required to adopt the amendment to the Certificate.
RECOMMENDATION
The Board of Directors unanimously recommends a vote FOR the amendment to
the Certificate.
13
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the 1997
Annual Meeting of Shareholders and desires that such proposal be included in the
1997 proxy statement and proxy for such meeting must furnish the proposal in
writing addressed to Pierce A.R. Baugh, Vice President & Secretary, United
National Corporation, 1130 Route 22 East, Bridgewater, NJ 08807 not later than
November 21, 1996. The notice should be sent by certified mail with return
receipt requested.
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR 1996
Arthur Andersen LLP served as the Corporation's independent public
accountants for the fiscal year ended December 31, 1995 and for the prior 15
years. Representatives of Arthur Andersen will be present at the Meeting and
will have the opportunity to make a statement if they so desire and to respond
to appropriate questions.
On October 17, 1995, the Board of Directors selected KPMG Peat Marwick LLP
to replace Arthur Andersen as the Corporation's independent public accountants
effective April 1, 1996. The change in accountants is the result of a
recommendation by the Audit Committee to the Board of Directors after conducting
a comprehensive review (in addition to their regular, ongoing evaluation) of the
Corporation's needs and requirements with respect to independent public
accounting services. The Audit Committee recommendation of the selection of KPMG
Peat Marwick was based on detailed presentations made by KPMG Peat Marwick,
Arthur Andersen and a third nationally recognized accounting firm.
Arthur Andersen's reports on the Corporation's financial statements for each
of the two most recently completed fiscal years did not contain an adverse
opinion or a disclaimer of opinion, nor was either such report qualified or
modified as to uncertainty, audit scope or accounting principles. During the
Corporation's two most recent fiscal years and the interim period preceding the
change in accountants, (i) the Corporation believes there were no disagreements
with Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to Arthur Andersen's satisfaction, would have
caused Arthur Andersen to make reference to the subject matter of such
disagreements in connection with its reports on the Corporation's financial
statements, and (ii) no "reportable events" (as defined in Item 304(a)(1)(v) of
Regulation S-K promulgated by the Commission) occurred.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business that will be presented for
consideration at the Meeting other than that stated in the Notice. Should any
other matter properly come before the Meeting or any adjournment thereof, it is
intended that proxies in the enclosed form will be voted in respect thereof in
accordance with the judgment of the person or persons voting the proxies.
WHETHER YOU INTEND TO BE PRESENT AT THE MEETING OR NOT, YOU ARE URGED TO
RETURN YOUR SIGNED PROXY PROMPTLY.
By Order of the Board of Directors
[SIGNATURE]
Thomas C. Gregor
CHAIRMAN OF THE BOARD
Bridgewater, New Jersey
March 20, 1996
14
<PAGE>
EXHIBIT A
ARTICLE 3 OF THE CERTIFICATE AT PRESENT
The first sentence of Article 3, Section 1, of the Certificate presently
reads as follows:
CAPITAL STOCK
1. The total authorized capital stock of the Corporation shall be 4,300,000
shares, consisting of 4,000,000 shares of Common Stock and 300,000 shares of
Preferred Stock which may be issued in one or more classes or series.
ARTICLE 3 OF THE CERTIFICATE AS PROPOSED TO BE AMENDED
The following is the first sentence of Article 3, Section 1 of the
Certificate as proposed to be amended:
CAPITAL STOCK
1. The total authorized capital stock of the Corporation shall be 5,300,000
shares, consisting of 5,000,000 shares of Common Stock and 300,000 shares of
Preferred Stock which may be issued in one or more classes or series.
15
<PAGE>
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<PAGE>
(This page has been left blank intentionally.)
<PAGE>
UNITED NATIONAL BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Frank H. Blatz, Joseph B. Hatfield and
Ralph J. Smalley, Jr., each of them with full power of substitution and
revocation, to act as attorneys and proxies of the undersigned and to vote on
behalf of the undersigned all shares of Common Stock of United National Bancorp
("United"), which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held April 16, 1996 at 10:00 a.m. at the Headquarters
Building of United, 1130 Route 22 East, Bridgewater, New jersey, or at any
adjournment thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement and hereby instructs said attorneys and
proxies to vote as indicated herein and upon such other business as may properly
come before the Meeting. Without otherwise limiting the general authorization
given hereby, said attorneys and proxies are instructed to vote as set forth on
the reverse. Please refer to the Proxy Statement for a discussion of each of
these Proposals.
This proxy is revocable and, when properly executed, will be vote in the
manner directed herein by the undersigned. IF NO DIRECTIONS ARE MADE, THIS
PROXY (IF SIGNED) WILL BE VOTED FOR MANAGEMENT'S NOMINEES FOR DIRECTORS AND FOR
APPROVAL OF PROPOSAL 2.
(Please sign proxy on reverse side and return in enclosed envelope.)
UNITED NATIONAL BANCORP
P.O. BOX 11175
NEW YORK, NY 10263
(The Board of Directors recommends a vote "FOR")
1. To elect (7) members to the Board of Directors of United:
/___/ FOR all nominees listed below
<PAGE>
/___/ WITHHOLD AUTHORITY to vote for all nominees listed below.
/___/ *EXCEPTIONS
Nominees:
C. DOUGLAS CHERRY
THOMAS C. GREGOR
JOHN W. McGOWAN, III
PATRICIA A. McKIERNAN
CHARLES N. POND, JR.
DAVID R. WALKER
GEORGE J. WICKARD
(Instructions: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
Exceptions .
-------------------------------------------------------
2. To approve an amendment to Bancorp's Certificate of Incorporation
increasing the authorize common stock from 4,000,000 to 5,000,000 shares.
/___/ FOR
/___/ AGAINST
/___/ ABSTAIN
3. At their discretion, the proxies are authorized to consider and vote upon
such other business as may properly come before the Meeting or any adjournments
thereof.
/___/ Change of Address and or Comments Mark Here
Please sign exactly as your name appears hereon. When
signing in a representative capacity, please give full
title.
<PAGE>
Dated: ___________________________________
__________________________________________
Signature
__________________________________________
Signature
Votes MUST be indicated (x) in Black or Blue ink.
Please mark, sign, date and return this Proxy Card promptly using the enclosed
envelope.
