<PAGE> 1
SCHEDULE 14A (Rule 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-
6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CROGHAN BANCSHARES, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the 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:
[ ] 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:
<PAGE> 2
CROGHAN BANCSHARES, INC.
323 CROGHAN STREET
FREMONT, OHIO 43420
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 12, 1998
Notice is hereby given that the Annual Meeting of Shareholders
of Croghan Bancshares, Inc., an Ohio corporation, will be held at the main
office of The Croghan Colonial Bank, 323 Croghan Street, Fremont, Ohio on May
12, 1998 at 1:00 p.m. local time for the following purposes:
1. To elect Directors to serve until the next annual meeting
of shareholders and until their successors are elected and qualified;
and
2. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
Your attention is directed to the Proxy Statement accompanying
this Notice for a more complete description of the matters to be acted upon at
the Meeting. The 1997 Annual Report of the Corporation is also enclosed.
Shareholders of record at the close of business on March 20, 1998 are entitled
to receive notice of and to vote at the Meeting and any adjournment thereof.
All shareholders are cordially invited to attend the Meeting.
Whether or not you expect to attend, please complete, sign, date and return the
enclosed proxy form promptly in the envelope provided to assure the presence of
a quorum. You may revoke your proxy and vote in person at the Meeting if you
desire.
By order of the Board of Directors
/s/ Thomas Hite
Thomas F. Hite, President
and Chief Executive Officer
Fremont, Ohio
March 27, 1998
<PAGE> 3
CROGHAN BANCSHARES, INC.
PROXY STATEMENT
Dated March 27, 1998
For Annual Meeting of Shareholders
to be Held Tuesday, May 12, 1998
This Proxy Statement is furnished by the Board of Directors and
Management of Croghan Bancshares, Inc. (the "Corporation") in connection with
the solicitation of proxies to be voted at the Corporation's 1998 Annual Meeting
of Shareholders, which will be held at 1:00 p.m. on Tuesday, May 12, 1998 at the
main office of The Croghan Colonial Bank (the "Bank"), 323 Croghan Street,
Fremont, Ohio 43420 (the "Meeting").
Any proxy delivered pursuant to this solicitation may be revoked, at
the option of the person executing the proxy, at any time before it is exercised
by delivering a signed revocation to the Corporation, by submitting a
later-dated proxy, or by attending the Meeting in person and casting a ballot.
If proxies are signed and returned without voting instructions, the shares
represented by the proxies will be voted as recommended by the Board of
Directors.
The cost of soliciting proxies will be borne by the Corporation. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of the Corporation. The Corporation does not
expect to pay any compensation for the solicitation of proxies, but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expense in sending proxy materials to their
principals and obtaining their proxies. The approximate date on which this Proxy
Statement and enclosed form of proxy has been first mailed to shareholders is
March 27, 1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The close of business on March 20, 1998 has been designated as the
record date for the determination of shareholders entitled to receive notice of
and to vote at the Meeting. As of that date, 634,526 shares of the Corporation's
Common Stock, par value $12.50 per share, were issued and outstanding. Each
shareholder will be entitled to one vote for each share of Common Stock
registered in his or her name on the books of the Corporation at the close of
business on March 20, 1998 on all matters that come before the Meeting. Holders
of a majority of the shares of Common Stock outstanding on the record date must
be either present or represented by proxy at the Meeting to constitute a quorum
for the transaction of business. To the knowledge of Management, no person or
entity owns beneficially, directly or indirectly, 5% or more of the
Corporation's Common Stock as of the date hereof.
ELECTION OF DIRECTORS
The term of office of each current Director of the Corporation will
expire at the 1998 Annual Meeting. Directors are to be elected at the Meeting to
hold office until the next annual meeting and until their successors shall be
duly elected and qualified.
The Code of Regulations of the Corporation provides that the Board of
Directors shall consist of not less than five (5) nor more than twelve (12)
members who must be shareholders of the Corporation, with the number of
Directors within such range fixed or changed by the shareholders at a meeting
for the election of Directors. The Corporation's Code of Regulations provides
that the Directors may increase the number of Directors by no more than two (2)
and may appoint additional Directors to fill any such new Board seats, provided
that the total number of Directors may not exceed twelve (12). The number of
Directors has previously been fixed by the shareholders at twelve (12), and no
change in such number is proposed this year.
Shareholders may vote for up to twelve nominees and the twelve nominees
receiving the highest number of votes shall be elected as Directors.
Shareholders may not vote cumulatively in the election of Directors.
<PAGE> 4
The following is the slate of the twelve (12) nominees proposed for
election as Directors together with their respective ages, occupations, and
amount and nature of beneficial ownership of shares of Common Stock as of
December 31, 1997. The Board of Directors and Management recommend that you vote
"FOR" the election of such nominees as Directors of the Corporation. Each
nominee contributes to the breadth of business experience represented on the
Board of Directors, and most have long-standing records of service to the
Corporation and the Bank as a Director. In the event any of the nominees should
be unable to serve, which is not anticipated, the proxy committee, which
consists of Directors Thomas Hite, Janet Burkett and Clemens Szymanowski, will
vote for such other person or persons for the office of Director as the Board of
Directors may recommend.
<TABLE>
<CAPTION>
=================================================================================================================================
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION DIRECTOR BENEFICIAL PERCENT
NOMINEE DURING PAST FIVE YEARS SINCE OWNERSHIP OF
(1) OF COMMON CLASS
STOCK (2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JANET E. BURKETT 63 Secretary and Treasurer of Burkett 1991 2,265 (3) .4%
Industries, Inc., an electrical
contracting firm located in Fremont,
Ohio.
- ---------------------------------------------------------------------------------------------------------------------------------
THOMAS F. HITE 58 President and Chief Executive Officer of the 1987 2,152 (4) .3%
Corporation and the Bank.
- ---------------------------------------------------------------------------------------------------------------------------------
JOHN P. KELLER 64 Vice President of Keller-Ochs-Koch Funeral 1973 5,046 .8%
Home located in Fremont, Ohio.
- ---------------------------------------------------------------------------------------------------------------------------------
STEPHEN A. KEMPER 58 Owner of Kemper Iron and Metal Company, a 1996 746 .1%
recycler and scrap processor located in
Bellevue, Ohio
- ---------------------------------------------------------------------------------------------------------------------------------
DANIEL W. LEASE 49 President of Wahl Refractories, Inc., a 1994 300 .1%
refractory products manufacturer located in
Fremont, Ohio.
- ---------------------------------------------------------------------------------------------------------------------------------
ROBERT H. MOYER 69 Chairman of Mosser Construction, Inc., a 1973 5,436 (5) .9%
commercial construction and contracting
company located in Fremont, Ohio, and a
director of Chemi-Trol Chemical Co. located
in Gibsonburg, Ohio.
- ---------------------------------------------------------------------------------------------------------------------------------
ALBERT C. NICHOLS 79 Chairman of the Board of the Corporation and 1964 9,000 (6) 1.4%
the Bank.
- ---------------------------------------------------------------------------------------------------------------------------------
K. BRIAN PUGH 58 President of Clyde Parts Company, an 1996 412 (7) .1%
automotive parts distributor located in
Clyde, Ohio.
- ---------------------------------------------------------------------------------------------------------------------------------
CLEMENS J. SZYMANOWSKI 79 Retired, formerly a principal with Tony's 1978 25,400 (8) 4.0%
Bakery in Fremont, Ohio, which has since been
acquired by Nickles Bakery.
=================================================================================================================================
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
=================================================================================================================================
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION DIRECTOR BENEFICIAL PERCENT
NOMINEE DURING PAST FIVE YEARS SINCE OWNERSHIP OF
(1) OF COMMON CLASS
STOCK (2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. TERRENCE WOLFE 57 Vice President in charge of the paper 1994 10,000 (9) 1.6%
converting operation of the Robert F. Wolfe
Co. located in Fremont, Ohio.
- ---------------------------------------------------------------------------------------------------------------------------------
CLAUDE E. YOUNG 65 Chairman of the Board of Progress Plastic 1979 16,730 (10) 2.6%
Products, Inc., a plastics parts
manufacturer with locations in Bellevue and
Tiffin, Ohio.
- ---------------------------------------------------------------------------------------------------------------------------------
GARY L. ZIMMERMAN 51 Vice President of Swint-Reineck Hardware, 1991 280 .1%
Inc., a hardware store located in Fremont,
Ohio.
- ---------------------------------------------------------------------------------------------------------------------------------
All Directors and Executive -- -- -- 82,152 12.9%
Officers as a Group
(18 Persons) (11)
=================================================================================================================================
<FN>
(1) Directorships were with the Bank alone until 1983 and with the Bank and the Corporation since such date.
(2) All shares are held of record with sole voting and investment power unless otherwise indicated. Beneficial ownership numbers
are as of December 31, 1997.
(3) Includes 2,165 shares held in trust as co-trustee with Mrs. Burkett's husband.
(4) Includes 310 shares owned by Mr. Hite's wife.
(5) Includes 2,024 shares owned by Mr. Moyer's wife in trust.
(6) Includes 2,000 shares owned by Mr. Nichols' wife.
(7) Includes 102 shares owned jointly by Mr. Pugh and his wife and 10 shares owned jointly with his grandson.
(8) Includes 25,200 shares held in trust as co-trustee with Mr. Szymanowski's wife.
(9) Includes 5,000 shares owned by Mr. Wolfe's wife.
(10) Includes 13,998 shares owned jointly by Mr. Young and his wife and 1,288 shares owned individually by his wife.
(11) Includes all executive officers of the Corporation and all executive officers of the Bank.
</FN>
</TABLE>
No family relationships exist between the Corporation's Directors,
nominees and executive officers, except that Janet E. Burkett, a current
Director, is an aunt by marriage to William C. Hensley, a Vice President of the
Bank. There are no arrangements or understandings between any Director or
nominee and any other person concerning service or nomination as a Director.
Each Director of the Corporation is also a Director of the Bank. The
Board of Directors of the Bank met twelve (12) times during 1997. Meetings of
the Board of Directors of the Corporation were held immediately following on
seven (7) of these occasions. Each Director, except for Claude E. Young,
attended at least seventy-five percent (75%) of the total number of Board
meetings and meetings of committees on which he or she served. The Bank has
standing audit and compensation committees that function in lieu of audit and
compensation committees of the Corporation. The Audit Committee, which consists
of Directors Kemper, Lease and Zimmerman, met ten (10) times during 1997. The
Audit Committee's primary responsibility is overseeing the activities of the
internal and external auditors for the Corporation and the Bank. The
Compensation Committee, which consists of Directors Keller, Moyer, and Young,
met four (4) times during 1997. The Compensation Committee's primary
responsibility is to review the annual compensation and benefits of the Chief
Executive Officer and other officers of the Corporation and the Bank and make
recommendations to the Board of Directors regarding annual increases and other
appropriate changes. Neither the Corporation nor the Bank has a standing
nominating committee or a committee performing a similar function.
3
<PAGE> 6
During 1997, the Directors received Director's fees at the rate of $450
per Bank Board meeting attended and $200 per committee meeting attended. No
separate compensation is paid for meetings of the Corporation's Board of
Directors. Directors who are also officers of the Corporation or the Bank do not
receive compensation for attendance at any committee meetings.
EXECUTIVE OFFICERS
The following information is furnished concerning executive officers of
the Corporation and the Bank, all of whom are elected annually and serve at the
pleasure of the Board of Directors of the Corporation and the Bank:
<TABLE>
<CAPTION>
Name Age Position and Business Background
---- --- --------------------------------
<S> <C> <C>
Albert C. Nichols 79 Mr. Nichols is Chairman of the Board of the Corporation and the Bank and has served in such position
since 1984. He first joined the Bank in 1952 and served as President of the Bank from 1968 to 1984.
Thomas F. Hite 58 Mr. Hite is President and Chief Executive Officer of the Corporation and the Bank and has served in
such position since 1988. He joined the Bank in 1957 and served as Executive Vice President of the
Bank from 1984 to 1988 and Vice President and Secretary of the Corporation from 1983 to 1988.
James K. Walter 61 Mr. Walter has served as Senior Vice President/Commercial Loans of the Bank since 1991 and as Senior
Vice President of the Bank from 1988 to 1991. He has also served as Vice President of the
Corporation since 1984, Secretary of the Corporation since 1991, and Treasurer of the Corporation
from 1984 to 1992. He joined the Bank in 1959 and served as Vice President/Personnel and Marketing
of the Bank from 1980 to 1988.
Thomas F. Camella 51 Mr. Camella has served as Vice President/Chief Operating Officer of the Bank since joining the Bank
in 1991.
James A. Draeger 57 Mr. Draeger has served as a Vice President of the Bank since 1980, as officer in charge of Real
Estate Loans since 1985 and as Agricultural Administrator of the Bank since joining the Bank in
1975.
William C. Hensley 54 Mr. Hensley has served as Vice President/Chief Lending Officer of the Bank since 1991. He joined the
Bank in 1963 and served as Vice President and Manager of Consumer Loans from 1980 to 1991. He is the
nephew of Janet E. Burkett, a director of the Corporation and the Bank.
Barry F. Luse 45 Mr. Luse has served as Vice President/Trust Officer of the Bank since October 1993. He first joined
the Bank in 1990 and served as a Trust Officer of the Bank from 1990 to 1993. He has been a member
of the Ohio Bar since 1983.
Allan E. Mehlow 42 Mr. Mehlow has served as Vice President/Chief Financial Officer of the Bank since October 1993 and
as Controller of the Bank from 1990 to 1993. He has also served as Treasurer of the Corporation
since 1992. He joined the Bank in 1975 and served as Controller from 1982 to 1988 and as Auditor
from 1988 to 1990. He has carried a CPA designation since 1992.
</TABLE>
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth information as to the compensation paid
or accrued by the Corporation or the Bank during 1995, 1996 and 1997 for Mr.
Thomas F. Hite, President and the Chief Executive Officer of the Corporation. No
other executive officer of the Corporation received compensation for services to
the Corporation or the Bank during 1997 in excess of $100,000.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------------------
LONG TERM ALL OTHER
COMPENSATION COMPENSATION
ANNUAL COMPENSATION AWARDS (2)
-------------------------------------- ------------ ------------
OTHER ANNUAL RESTRICTED
NAME AND SALARY COMPENSATION STOCK
PRINCIPAL POSITION YEAR ($)(1) BONUS ($) ($)(2) AWARDS($) OPTIONS (#)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas F. Hite, 1997 139,353 N/A N/A N/A N/A N/A
President and Chief 1996 131,509 N/A N/A N/A N/A N/A
Executive Officer 1995 102,135 N/A N/A N/A N/A N/A
- --------------------
<FN>
(1) Mr. Hite's salary includes fees received by him for services as a Director of the Corporation and the Bank of $5,400 in 1997,
$7,200 in 1996, and $6,300 in 1995.
(2) No other compensation was provided to Mr. Hite for services to the Corporation or the Bank during 1995, 1996 or 1997 in
amounts sufficient to require disclosure.
</FN>
</TABLE>
COMPENSATION COMMITTEE REPORT
The Corporation's executive compensation program is structured to
provide competitive compensation based upon an employee's job performance
relative to their area of responsibility. To achieve this goal, the Committee
authorizes salaries that are competitive with salaries for comparable positions
at other banks and bank holding companies of comparable size and performance.
The Corporation does not pay performance based bonuses and does not have any
stock, option or other compensation plans based on the long term performance of
the Corporation.
To aid in establishing accurate peer group comparison data, the
Committee employs the services of an outside consulting firm and also uses
compensation surveys provided by the Bank Administration Institute, Employer's
Association of Toledo, and Ohio Bankers Association.
To set an individual's salary within the range indicated by the peer
group comparison data for the individual's level of responsibility, the
Compensation Committee primarily considers the employee's job performance and
contribution to the objectives of the Corporation. These latter factors are
determined in the subjective judgment of the Compensation Committee for the
Chief Executive Officer and with the benefit of performance reviews and salary
recommendations by the Chief Executive Officer for other executive officers of
the Corporation. To a lesser extent, the Committee also considers local and
national economic conditions and future business prospects of the Bank in
setting salary levels for executive officers.
The Committee established the Chief Executive Officer's salary for 1997
at $133,953, which represents approximately an 8% increase over the previous
year's salary of $124,309. The Committee's determination of the Chief Executive
Officer's salary for 1997 was based upon the previously noted criteria,
including its subjective evaluation of the Chief Executive Officer's
performance.
This report is submitted by the members of the Compensation Committee.
JOHN P. KELLER ROBERT H. MOYER CLAUDE E. YOUNG
5
<PAGE> 8
PERFORMANCE GRAPH
The following graph is a comparison of the cumulative total shareholder
return (change in share price plus reinvested dividends) through December 31,
1997 of an initial $100 investment on December 31, 1992 in (i) the Corporation's
Common Stock, (ii) the AMEX Stock Market (American Stock Exchange)-U.S.
Companies Stock Index, and (iii) the NASDAQ Bank Index. The comparisons in this
table are required by the Securities and Exchange Commission. The cumulative
return performance shown on the graph is not intended to forecast or be
indicative of future performance.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
(Value of an Investment of $100 on December 31, 1992)
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
CROGHAN BANCSHARES, INC. 100.00 108.34 116.74 143.76 169.44 208.06
AMEX STOCK MARKET
U.S. COMPANIES STOCK INDEX 100.00 117.60 109.60 141.00 143.30 179.00
NASDAQ BANK INDEX 100.00 114.00 113.60 169.20 223.40 377.40
</TABLE>
INDEBTEDNESS OF AND TRANSACTIONS WITH OFFICERS AND DIRECTORS
The Bank has had and expects to have banking transactions in the
ordinary course of business with Directors, officers and principal shareholders
of the Corporation and the Bank and associates of such persons on substantially
the same terms, including interest rates and collateral, as those prevailing at
the same time for comparable transactions with other persons and that do not
involve more than normal risk of collectability or present other unfavorable
features. The Corporation and the Bank also have had and expect to have other
transactions in the ordinary course of business with their Directors, officers,
principal shareholders and their associates on the same terms as those
prevailing at the same time for comparable transactions with others. Loans to
Directors and executive officers, including their immediate families and
companies in which they are principal owners, totaled $8,020,000 or 25.4% of
total shareholders' equity at December 31, 1997. The nature and amount of such
indebtedness and transactions during 1997 is such that no disclosure is required
for any individual items.
6
<PAGE> 9
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and Directors and persons who own 10% or more of the
Corporation's common shares to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission.
Officers, Directors and 10% or greater shareholders are required by the
Commission's regulations to furnish the Corporation with copies of all Forms 3,
4 and 5 they file.
Based on the Corporation's review of the copies of such forms it has
received, the Corporation believes that all of its officers, Directors and 10%
or greater shareholders complied with all filing requirements applicable to them
with respect to transactions during 1997 and have filed no late reports since
the beginning of 1997, except that Stephen A. Kemper, a Director of the
Corporation and the Bank, filed a Form 5 in January 1998 to report the
inadvertent omission of a Form 4 filing for the purchase of 100 shares in May
1997.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Corporation has engaged the firm of Clifton Gunderson Ltd.,
independent certified public accountants, to report upon the consolidated
financial statements included in the Annual Report submitted herewith. A
representative from said firm will be in attendance at the Annual Meeting, will
have the opportunity to make a statement if desired, and will be available to
respond to any questions from those in attendance. The Corporation has not yet
selected an accounting firm to report upon its 1998 financial statements,
although it intends to again engage Clifton Gunderson Ltd. for such purpose.
OTHER BUSINESS
Management of the Corporation does not know of any other business that
may be presented at the Annual Meeting. If any matter not described herein
should be presented for shareholder action at the Meeting, the persons named in
the enclosed Proxy will vote the shares represented thereby in accordance with
their best judgment.
SHAREHOLDER PROPOSALS FOR PRESENTATION AT THE 1999 ANNUAL MEETING
The Board of Directors requests that any shareholder proposals intended
for presentation at the 1999 Annual Meeting be submitted to Thomas F. Hite,
President, in writing no later than November 27, 1998 for consideration for
inclusion in the Corporation's proxy materials for such meeting.
By Order of the Board of Directors
/s/ Thomas Hite
Thomas F. Hite, President
and Chief Executive Officer
7
<PAGE> 10
CROGHAN BANCSHARES, INC.
323 CROGHAN STREET
FREMONT, OHIO 43420
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 12, 1998.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned, having received notice of the Annual Meeting of
Shareholders of Croghan Bancshares, Inc. to be held at 1:00 p.m. local time on
Tuesday, May 12, 1998, hereby designates and appoints Thomas F. Hite, Janet E.
Burkett and Clemens J. Szymanowski, and each of them with authority to act
without the others, as attorneys and proxies for the undersigned, with full
power of substitution, to vote all shares of Common Stock, par value of $12.50
per share, of Croghan Bancshares, Inc. that the undersigned is entitled to vote
at such Meeting or at any adjournment thereof, with all the powers the
undersigned would possess if personally present, such proxies being directed to
vote as specified below and in their discretion on any other business that may
properly come before the Meeting.
1. To elect the following twelve (12) nominees as Directors: JANET E.
BURKETT, THOMAS F. HITE, JOHN P. KELLER, STEPHEN A. KEMPER, DANIEL W. LEASE,
ROBERT H. MOYER, ALBERT C. NICHOLS, K. BRIAN PUGH, CLEMENS J. SZYMANOWSKI, J.
TERRENCE WOLFE, CLAUDE E. YOUNG, and GARY L. ZIMMERMAN.
<TABLE>
<S> <C> <C>
____ FOR ALL NOMINEES (EXCEPT AS MARKED BELOW) ____ WITHHOLD AUTHORITY FOR ALL NOMINEES
</TABLE>
IF YOU WISH TO WITHHOLD AUTHORITY FOR INDIVIDUAL NOMINEE(S), ENTER THE NAME(S)
IN THE FOLLOWING SPACE:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED
NOMINEES. PLEASE MARK AN "X" IN ONE OF THE SPACES PROVIDED.
THIS PROXY WILL BE VOTED: (1) AS DIRECTED ON THE MATTER LISTED ABOVE;
(2) IN ACCORDANCE WITH THE DIRECTORS' RECOMMENDATION WHERE A CHOICE IS NOT
SPECIFIED; AND (3) IN ACCORDANCE WITH THE JUDGMENT OF THE PROXIES ON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned reserves the right to revoke this Proxy at any time
prior to the Proxy being voted at the Meeting. The Proxy may be revoked by
delivering a signed revocation to the Corporation at any time prior to the
Meeting, by submitting a later-dated Proxy, or by attending the Meeting in
person and casting a ballot. The undersigned hereby revokes any proxy previously
given to vote such shares at the Meeting.
<TABLE>
<S> <C>
Dated
---------------------------------------------
---------------------------------------------------
Signature of Shareholder
---------------------------------------------------
Signature of Shareholder
To aid the Corporation in making arrangements
for the Annual Meeting, please indicate (Please sign Proxy as your name appears on your stock
your preliminary intentions for attendance: certificate(s). JOINT OWNERS SHOULD EACH SIGN
PERSONALLY. When signing as attorney, executor,
____ I/We plan to attend administrator, trustee, guardian or corporate officer, please
give your full title as such).
____ I/We do not plan to attend
</TABLE>
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
