NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
The Annual Meeting of Shareholders of CNB BANCORP, INC. will
be held at the Holiday Inn, 308 North Comrie Avenue, Johnstown, New York at
4:00 p.m. on April 21, 1998 for the purpose of considering and voting upon the
following matters:
1. To elect four directors.
2. To transact such other business as may properly come
before the meeting or any
adjournment thereof.
As the record date for the meeting the Board of Directors has
set March 20, 1998. Only holders of the Company's common stock of record at the
close of business on such date will be entitled to vote at such meeting.
A copy of the annual report for the calendar year ended
December 31, 1997 is being mailed to all shareholders together with this notice
of the annual meeting. The annual report is not a part of the proxy soliciting
material.
By Order of the Board of Directors
George A. Morgan
Vice President & Secretary
March 20, 1998
IMPORTANT
Whether or not you contemplate attending the meeting, it is
suggested that the enclosed Proxy be executed and returned promptly to the
Company in the enclosed reply envelope. If you attend the meeting, you may
withdraw your Proxy. No officer or employee of the Company may be named as
Proxy.
<PAGE>
CNB BANCORP, INC.
Principal Office - 10-24 North Main Street, Gloversville, New York 12078
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 21, 1998
GENERAL INFORMATION
This proxy statement is furnished in connection with the
solicitation, by the Board of Directors of CNB Bancorp, Inc., a New York
corporation (the "Company"), of proxies to be voted at the Annual Meeting of
Shareholders to be held at 4:00 p.m. on Tuesday, April 21, 1998 at the Holiday
Inn, 308 North Comrie Avenue, Johnstown, New York 12095. At the Annual Meeting,
shareholders of the Company are being asked to consider and vote upon the
election of four directors for three year terms. This proxy statement and the
form of proxy are first being sent to shareholders on March 20, 1998. Proxies
may be revoked by (i) filing with the Secretary of the Company at or before the
Annual Meeting a written notice of revocation bearing a later date than the
proxy, (ii) duly executing a subsequent proxy relating to the same shares and
delivering it to the Secretary of the Company at or prior to the Annual
Meeting, or (iii) attending the Annual Meeting and voting in person (although
attendance at the meeting will not, in and of itself, constitute revocation of
a proxy).
All shares represented by valid proxies sent to the Company to
be voted at the Annual Meeting will be voted if received in time. Each proxy
will be voted in accordance with the directions of the shareholder executing
such proxy. If no directions are given, proxies will be voted FOR the nominees
presented herein.
Proxies will be solicited by mail. They may also be solicited
by directors, officers, and regular employees of the Company and the City
National Bank and Trust Company (the "Bank"), a wholly-owned subsidiary of the
Company, personally or by telephone, but such persons will receive no
additional compensation for such services. The Company will bear all costs of
soliciting proxies. In addition the Company will, upon the request of brokers,
dealers, banks and voting trustees, and their nominees, who are holders of
record of the Company's common stock on the record date, bear their reasonable
expenses for mailing copies of this Proxy Statement, the form of proxy and
Notice of Annual Meeting, to the beneficial owners of such shares.
1
<PAGE>
As of March 20, 1998, there were 1,600,000 shares of common
stock, $2.50 par value, of the Company outstanding. Only holders of such stock
at the close of business on March 20, 1998 are entitled to notice of and to
vote at the Annual Meeting. Each shareholder of record on that date is entitled
to one vote for each share held. As of January 31, 1998, of the total
outstanding, 13,280 shares were held by the Trust Department of the Bank as
sole trustee. Such number of shares as may be held by the Bank in this manner
on the record date will not be voted in the election of directors. Directors
are elected by a plurality of the votes cast at the meeting. There is no
cumulative voting for directors.
As of January 31, 1998, directors and officers of the Company
beneficially owned an aggregate of 119,835 shares of the Company's common stock,
which represented 7.49% of the shares of common stock then outstanding.
No person is known to the Company to be the beneficial owner
of more than five per cent of the Company's common stock.
SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
In order for shareholder proposals to be eligible for
inclusion in the Company's proxy material relating to its 1999 Annual Meeting,
they must be directed to the Secretary of the Company and received no later
than November 18, 1998.
ELECTION OF DIRECTORS
The by-laws of the Company provide that the Board of
Directors shall consist of not less than five nor more than 25 members and that
the total number of directors may be fixed by action of the Board of Directors
or the shareholders. The by-laws further provide that the directors shall be
divided into three (3) classes as nearly equal in number as possible, known as
Class 1, consisting of not more than eight (8) directors; Class 2, consisting
of not more than eight (8) directors; and Class 3, consisting of not more than
nine (9) directors. Each class holds office for a term of three years, but only
one class comes up for election each year. Theodore E. Hoye, Jr. retired as a
Class 3 director subsequent to year-end 1997. Theodore E. Hoye, III was
appointed by the Board of Directors to complete his unexpired term. The Board
of Directors has fixed the number of directors at eleven. A total of four
people, including Theodore E. Hoye, III, have been designated by the Board as
nominees for election at this meeting for three-year terms as directors in
Class 3, to expire at the annual meeting to be held in 2001. Each director
shall serve until his successor shall have been elected and shall qualify, even
though his term of office as herein provided has otherwise expired, except in
the event of his earlier resignation, removal or disqualification.
Nominations for directors to be elected at an annual meeting
of shareholders, must be submitted to the Secretary of the Company in writing
not later than the close of business on the thirtieth (30th) day immediately
preceding the date of the meeting. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a)
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of common stock of the Company
that will be voted for each proposed nominee; (d) the name and residence
address of the notifying shareholder; and (e) the number of shares of common
stock of the Company owned by the notifying shareholder. Nominations not made
in accordance herewith may be disregarded by the presiding officer of the
meeting.
2
<PAGE>
All nominees are currently directors of the Company and of
the Bank and will be nominated for election to serve until their successors are
elected. Except as noted below, all of the nominees have held the same or
another executive position with the same employer during the past five years.
It is the intention of the persons named in the proxy to vote
for the election of the following nominees, all of whom have consented to be
named in this Proxy Statement, to serve if elected, and to hold office until
their successors are elected and qualified. If any nominee is unavailable for
election or declines to serve, the shares may be voted for a substitute
nominee. The names of the nominees for election for a term of three years and
certain information as to each of them are as follows:
<TABLE>
<CAPTION>
Shares of Common Stock
of the Company Beneficially
owned as of January 31, 1998
Bracketed ( ) numbers refer to
footnotes below
Name, Age, Other Positions with
the Company, Principal Occupation
and Directorships of Other Director
Publicly Owned Companies Since Expires Number <F1> Percent
<S> <C> <C> <C> <C>
CLASS 3
George A. Morgan, 55
Vice President and Secretary
of the Company
Executive Vice President,
Cashier and Trust Officer
of the Bank 1991 1998 816 .05
Clark D. Subik, 43
President
Superb Leather, Inc.
Leather Merchandiser 1995 1998 1,000 .06
Deborah H. Rose, 47
Vice President
Hathaway Agency, Inc.
General Insurance 1996 1998 4,220.<F2> .26
Theodore E. Hoye, III, 49
President
First Credit Corporation
Financing & Insuring of
Manufactured Housing 1998 1998 2,600. <F3> .16
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR
OF THESE NOMINEES.
</TABLE>
3
<PAGE>
The following named members of the Board of Directors of CNB Bancorp, Inc. will
continue in office until the end of their terms:
<TABLE>
<CAPTION>
Shares of Common Stock
of the Company Beneficially
owned as of January 31, 1998
Bracketed ( ) numbers refer to
footnotes below
Name, Age, Other Positions with
the Company, Principal Occupation
and Directorships of Other Director
Publicly Owned Companies Since Expires Number <F1> Percent
<S> <C> <C> <C> <C>
CLASS 1
William N. Smith, 57
Chairman of the Board,
President and Chief Executive
Officer of the Company and the Bank 1988 1999 2,000. .13
Brian K. Hanaburgh, 48
Owner
D/B/A McDonald's Restaurants
Fast Food Restaurants 1994 1999 800. <F4> .05
Leon Finkle, 73
Chairman of the Board
Finkle Distributors, Inc.
Candy and Tobacco Distribution 1988 1999 2,400. <F5> .15
Clark Easterly, Sr., 71
Chairman of the Board
The Johnstown Knitting Mill Company
Manufacturer of Knitwear 1992 1999 3,632. <F6> .23
CLASS 2
John C. Miller, 67
President
John C. Miller, Inc.
Automobile Dealer 1988 2000 48,000. 3.00
Frank E. Perrella, 70
President
Sira Corp
Consultant 1988 2000 34,800. <F7> 2.18
Robert L. Maider, 66
Attorney-at-Law
Maider & Smith 1988 2000 17,544. 1.10
<FN>
<F1> The securities "beneficially owned" by an individual are determined
in accordance with the definition of "beneficial ownership" as set forth
in the regulations of the Securities and Exchange Commission. Accordingly,
they may include securities owned by or for the individual's spouse and
minor children and any other relative who has the same home, as well as
other securities as to which the individual has or shares voting or
investment power. Beneficial ownership may be disclaimed as to certain of
the securities.
<F2> Includes 1,220 shares owned as custodian.
<F3> Includes 2,400 shares in the name of First Credit Corporation.
<F4> Includes 300 shares owned individually by his spouse.
<F5> Includes 800 shares owned individually by his spouse.
<F6> Includes 1,400 shares owned individually by his spouse.
<F7> Includes 34,000 shares owned individually by his spouse.
</FN>
</TABLE>
4
<PAGE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company met five times during 1997.
All members, except for Mr. Subik, attended at least 75% of the aggregate
number of meetings of the Board of Directors and committees of the Board of
which they are members.
The Board of Directors of the Company does not have a standing
nominating committee. This function is performed by the Company's Executive
Committee which met four times during 1997. Its members are Messrs. Smith,
Chairman; Miller, Morgan and Perrella, and in addition, up to two other members
of the Board may serve as rotating members on a monthly basis. The Executive
Committee reviews and recommends to the full Board of Directors nominees for
election or re-election as directors. The Executive Committee will consider the
names of individuals recommended by shareholders for nomination to be directors
of the Company. Persons wishing to recommend individuals for consideration
should send such recommendations to the Secretary of the Company.
The Company and the Bank have standing audit committees. Their
members are Company and Bank directors; Perrella, Chairman; Hoye, Easterly,
Rose and Subik. These Committees met seven times in 1997. The Committees each
year verify certain assets of the Bank. KPMG Peat Marwick, LLP, certified
public accountants, are engaged to perform an audit of the full financial
statements of the Company and the Bank, in accordance with generally accepted
auditing standards. The Committees meet with representatives of KPMG Peat
Marwick, LLP, to discuss the results of their audit, and these results are
then reported to the full Board of Directors. The Chairman of the Committees,
from time to time during the year, held informal meetings with the Company and
Bank's internal auditor.
The Bank has a Compensation Committee that met twice in 1997. Its
members are Messrs. Perrella, Chairman; Easterly and Miller. The Committee
reviews the salaries and other forms of compensation of the key executive
officers of the Bank, reviews salary policies and general salary administration
throughout the Bank and recommends to the Board of Directors profit sharing
contributions to be made to the Employee Profit Sharing Plan.
5
<PAGE>
SECTION 16 TRANSACTIONS
Section 16 (a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. The Company
assists executive officers and directors in filing the required reports and, to
its knowledge during the year 1997, all filing requirements applicable to
officers and directors were met.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick, LLP, were the Company's accountants for the
fiscal year most recently completed. While no accountants have been selected
for the current year, the Company anticipates that KPMG Peat Marwick, LLP will
continue as the Company's accountants. Representatives of KPMG Peat Marwick,
LLP, are not expected to be present at the shareholders meeting and, therefore,
will not be available to respond to questions of shareholders.
EXECUTIVE OFFICERS COMPENSATION
At present, officers of the Company are not compensated in any
way for their services. The following summary compensation table shows the
annual compensation for the last three fiscal years for the Bank's chief
executive officer, and executive vice president, the only officers of the
Company or the Bank whose total salaries and bonuses exceeded $100,000 in 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Name and All Other
Principal Position Year Salary Bonus Compensation <F1>
<S> <C> <C> <C> <C>
William N. Smith, 1997 $169,000 $6,760 $16,567
Chairman of the Board, 1996 $159,000 $6,360 $14,918
President and Chief Executive 1995 $150,000 $6,000 $14,590
Officer of the Company and
the Bank
George A. Morgan 1997 $113,000 $4,520 $14,764
Vice President and 1996 $106,000 $4,240 $13,054
Secretary of the Company 1995 $100,000 $4,000 $12,053
and Executive Vice-President,
Cashier and Trust Officer
of the Bank
<FN>
<F1> Includes contributions to Mr. Smith's profit sharing plan account of
$9,167, $9,068 and $8,740 and Board of Directors fees of $7,400, $5,850
and $5,850 for the years 1997, 1996 and 1995 respectively and
contributions to Mr. Morgan's profit sharing plan account of $7,364,
$7,204 and $6,203 and Board of Directors fees of $7,400, $5,850 and $5,850
for the same period.
</FN>
</TABLE>
6
<PAGE>
COMPENSATION OF DIRECTORS
At present, directors of the Company are not compensated in any way for
their services. The Board of Directors of the Bank are the same individuals who
are directors of the Company. Directors of the Bank are compensated for all
services as directors, as follows:
For attending regular and special meetings of the Board; $550.00 for each
meeting. For service as regular members of the Executive and Discount
Committee, except salaried officers; $11,700.00 per annum, payable quarterly.
For service as special members of the Executive and Discount Committee; $900.00
for the month of service. For service as members of the Trust Investment
Committee, except salaried officers; $2,700.00 per annum, payable quarterly.
For service as members of the Examining Committee; $225.00 for each meeting
attended. In addition to the foregoing, the Chairman of the Examining Committee
receives an annual fee of $600.00, payable quarterly. For service as members
of the Compensation Committee, $225.00 for each meeting attended.
COMPENSATION PURSUANT TO PLANS
Retirement Plans - The following table shows the estimated annual benefits
payable upon retirement under the pension plans of the Bank based on specific
compensation and years of service classifications.
ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
<TABLE>
<CAPTION>
Highest 5-Year Average Years of Service
Base Compensation 20 30 40
<S> <C> <C> <C>
$ 25,000 $ 6,300 $ 9,450 $ 12,588
50,000 14,628 21,942 28,724
75,000 23,378 35,067 45,599
100,000 32,128 48,192 62,474
125,000 40,878 61,317 79,349
150,000 49,628 74,442 96,224
175,000 58,378 87,567 113,099
200,000 67,128 100,692 129,974
</TABLE>
7
<PAGE>
The Bank has a non-contributory defined benefit retirement plan
by participation in the New York State Bankers Retirement System. This Plan
covers all employees of the Bank age 21 years, and less than 65 years, with
more than one year of service who complete 1,000 or more hours of service
during the year. Benefits are based on the number of years of service and
salary at retirement. An employee becomes fully vested in the Plan
after five years of service. The amount of contributions,
payment, or accrual, in respect to a specified person, is not and cannot
readily be separately or individually calculated by the actuaries of the Plan.
During 1997, the aggregate amount expensed for retirement contributions to the
Plan equaled approximately 3.75% of the total covered remuneration paid to
participants in the Plan. In addition, the Bank has entered into an Agreement
with William N. Smith whereby the Bank has agreed to pay Mr. Smith a
supplemental retirement benefit equivalent to the excess of the benefit he
would receive under the Plan if the compensation limitations provided by
Section 401 (a) (17) of the Internal Revenue Code did not exist over his Plan
benefit. The agreement also provides that, for purposes of computing the
supplemental benefit payable to Mr. Smith, he will receive credit for an
additional ten years of service beyond his actual service with the Bank and
the Company. Mr. Smith' supplemental retirement benefit under this Agreement
is only payable on his termination of employment on or after his normal
retirement date, his earlier death or disability or if his employment
terminates within four years of a change in control of the Company or the Bank.
The Bank has purchased a life insurance policy on Mr. Smith's life so that it
will have funds available to satisfy its obligations under this Agreement. This
life insurance is held in a so-called "Rabbi" trust but is available to the
creditors of the Bank. Under the Plan, as supplemented by the Agreement, each
participant who retires at age 65 is entitled to receive an annual retirement
income for life equal to 1.75% of the average of the highest consecutive five
years of compensation during his or her career (average compensation) times
creditable service up to 35 years, plus 1.25% of the average compensation times
creditable service in excess of 35 years (up to five such years), less .49% of
the final three year average compensation (limited to covered compensation,
which is defined as the average of the individual's last 35 years of taxable
social security wage base), times creditable service up to 35 years. Estimated
annual benefits to individual employees for the years of service indicated,
exclusive of social security benefits, are shown in the preceding table. (The
Plan and the Agreement contain provisions for optional benefits of equivalent
actuarial value which may be elected by the employee.) As of December 31, 1997,
William N. Smith had 22 years of credited service with the Bank and George A.
Morgan had 30 years.
Profit Sharing Plans - The Bank has a deferred profit sharing
plan. At present, the profit sharing plan provides for annual contributions, if
any, by the Bank, at the discretion of the Board of Directors. Employees are
eligible to participate in the profit sharing plan after completing one year of
service with the Bank and having reached age 21 years. Contributions on behalf
of participating employees are allocated to participants' shares in proportion
to their annual compensation. Amounts expensed for deferred profit sharing plan
contributions are included in the above summary compensation table.
Participants are fully vested over a six year period. Contributions are
invested and administered by the Bank as sole trustee and administrator. In
addition, the Agreement between William N. Smith and the Bank provides that Mr.
Smith will receive credit in an account maintained on the books of the Bank for
an amount equal to the difference between the amount actually credited to Mr.
Smith's account under the profit sharing plan and the contribution he would
have received without regard to the compensation limitations of Section 401 (a)
(17) of the Internal Revenue Code. The balance in Mr. Smith's supplemental
profit sharing account is payable on his termination of employment on or after
his normal retirement date, his earlier death or disability or if his
employment terminates within four years of a change in control of the Company
or the Bank. The Bank is contributing money to the "Rabbi" trust previously
referred to so that it will have funds available to satisfy its obligation
under the Agreement to pay Mr. Smith supplemental profit sharing benefits.
Director Fees Plan - The Bank has a deferred fees plan for
directors. This plan allows directors the election to defer the receipt of
meeting fees to a future date. Deferred fees are credited, together with
interest accruing thereon, to a separate liability account. Interest is
credited annually at a rate of twenty-five basis points above the six month
Treasury Bill average discounted rate for the year. The balance of any
account is payable to the director, or to his designated beneficiaries, in a
lump sum or in up to ten annual installments, at the election of the director.
Payments begin on a date specified by the director or upon his termination as a
director of the Bank, whichever is applicable, or upon his death, whichever
shall occur first.
8
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The objective of the Bank's compensation program is to attract
and retain high quality personnel to lead the organization in a changing
industry, to produce sustainable, profitable earnings in support of shareholder
interests, to meet customer needs and to serve the communities in which the
Company and the Bank operate.
The Compensation Committee reviews executive compensation
policies and levels and evaluates the performance of management in the context
of the Company's performance.
Appropriate base salaries are determined by analysis of salary
data on positions of comparable responsibility within banking industry peer
groups. Holiday bonuses are paid to all Bank employees and are equal to
approximately two weeks base salary. The Bank does not have a long term
incentive plan.
The Company's performance is measured by analysis of selected
peer group comparisons, with a major consideration given to net income.
Members of the Compensation Committee are: Frank E. Perrella,
Chairman; Clark Easterly, Sr., and John C. Miller.
PERFORMANCE GRAPH
The following line graph presentation compares the five-year
cumulative total shareholder return on CNB Bancorp, Inc.'s common stock against
the cumulative total return of the Standard & Poor's 500 Index and the Keefe,
Bruyette & Woods, Inc. 50 Bank Index (KBW 50). The graph assumes that $100 was
invested on December 31, 1992 and includes both price change and reinvestment
of cash dividends. Graph points are as of December 31 of each year.
The KBW 50 Index is made up of fifty of the nation's most
important banking companies, including both money center and major regional
banks, and is considered to be representative of the price performance of the
nation's largest banks. It should be kept in mind that, by design, the KBW 50
Index does not reflect the price or total return performance of smaller banking
companies.
9
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN <F1>
AMONG CNB BANCORP, INC., THE S & P 500 INDEX
AND THE KBW 50 INDEX
<TABLE>
<CAPTION>
CNB BANCORP, INC. S & P 500 KBW 50
<S> <C> <C> <C>
$122 $110 $106
157 112 100
178 153 160
203 189 227
277 252 332
<FN>
<F1> $100 INVESTED ON 12/31/92 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENBDS.
FISCAL YEAR ENDING DECEMBER 31.
</FN>
</TABLE>
RELATED PARTY TRANSACTIONS
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with many of its directors,
executive officers, and the businesses in which they are associated. During the
calendar year 1997, loans to directors and executive officers, together with
their business interests, reached maximum aggregate totals of $3,312,973,
11.16% of the December 31, 1997 equity capital accounts. At year-end 1997,
loans to directors and executive officers, together with their business
interests, were $2,193,639, 7.39% of the December 31, 1997 equity capital
accounts. All extensions of credit to such persons have been made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and in the opinion of the management of the
Bank, do not involve more than a normal risk of collectibility or present other
unfavorable features.
Robert L. Maider, who is a member of the Board of Directors, is a
partner of the law firm of Maider & Smith, which the Bank has retained in the
past and proposes to retain in the current fiscal year. During 1997, the Bank
made payments to this firm for services in the amount of $51,259.58.
10
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
does not know of any matter other than as indicated above that will come before
the meeting. In the event that any other matter properly comes before the
meeting, the persons named in the enclosed form of proxy will have
discretionary authority to vote all proxies in accordance with their best
judgment on such matters.
A COPY OF FORM 10K (ANNUAL REPORT) FOR 1997, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY, IS AVAILABLE TO SHAREHOLDERS
FREE OF CHARGE BY WRITTEN REQUEST TO GEORGE A. MORGAN, VICE PRESIDENT AND
SECRETARY, CNB BANCORP, INC. 10-24 NORTH MAIN STREET, GLOVERSVILLE, NY 12078.
All shares represented by proxies sent to the Company to be voted
at the Annual Meeting will be voted if received in time.
By Order of the Board of Directors
George A. Morgan
Vice President & Secretary
March 20, 1998
Enclosure
PLEASE MARK, SIGN, DATE AND MAIL
YOUR PROXY NOW!
11
<PAGE>
PLEASE MARK, SIGN AND RETURN IMMEDIATELY
CNB BANCORP, INC.
PROXY FOR ANNUAL MEETING - APRIL 21, 1998
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder of
CNB BANCORP, INC. do hereby nominate, constitute and appoint, Clark Easterly,
Sr., John C. Miller and Frank E. Perrella or any one of them (with full power
to act alone), my true and lawful attorney(s) with full power of substitution,
for me and in my name, place, and stead to vote all the common stock of said
Company, standing in my name on its books at the Annual Meeting of its
Shareholders to be held at the HOLIDAY INN, 308 NORTH COMRIE AVENUE, JOHNSTOWN,
NY on April 21, 1998 at 4:00 p.m., or at any adjournment thereof, with all the
powers the undersigned would possess if personally present, as follows:
CHECK ONE BOX ONLY
1. To elect George A. Morgan, Clark D. Subik, For
Deborah H. Rose and Theodore E. Hoye, III to serve All
as members of the Board of Directors of the Company Nominees
for a period of three years ------
Withhold Authority as to All Nominees ------
ALL Nominees Except Those Listed in the
Space Provided Immediately Below ------
2. At the discretion of the Proxies, to vote for or against any other
proposition which may come before the meeting or any adjournment
thereof. The Board of Directors knows of no other business to be
brought before the meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE IN FAVOR OF ALL OF THE NOMINEES LISTED
ABOVE AND IN THE PROXY STATEMENT, UNLESS OTHERWISE INSTRUCTED HEREIN BY THE
SIGNER. THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO VOTE FOR OR AGAINST ANY
OF THE FOLLOWING MATTERS:
(1) ANY OTHER PROPOSITION WHICH MAY BE PRESENTED AT THE MEETING. THE
BOARD OF DIRECTORS, AT THE DATE OF THE NOTICE OF THE MEETING,
KNOWS OF NO SUCH MATTERS EXCEPT A PROPOSITION TO APPROVE THE
MINUTES OF THE LAST MEETING OF SHAREHOLDERS, BUT SUCH APPROVAL
SHALL NOT AMOUNT TO A RATIFICATION OF ACTION TAKEN AT THAT
MEETING.
(2) PROPOSITIONS INCIDENT TO THE CONDUCT OF THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
Dated: ___________________________________, 1998
___________________________________(L.S.)
___________________________________(L.S.)
When signing as attorney, executor, administrator, trustee or guardian, please
give full title. If more than one trustee, all should sign. ALL JOINT OWNERS
MUST SIGN.
