[LETTERHEAD OF T R FINANCIAL CORP.]
T R FINANCIAL CORP.
1122 FRANKLIN AVENUE
GARDEN CITY, NY 11530
(516) 742-9300
- --------------------------------------------------------------------------------
Dear Participant:
As of March 5, 1997, the T R Financial Corp. (the "Company") Employee
Stock Ownership Plan (the "ESOP") held 1,058,969 shares of common stock of the
Company for the benefit of the employees of Roosevelt Savings Bank. As a
participant in the ESOP, you may direct the voting of shares of the Company's
common stock allocated to your account in the ESOP.
The Board of Directors is forwarding the enclosed Vote Authorization
Form so that you may convey your voting instructions to State Street Bank and
Trust Company, the trustee of the ESOP ("State Street" or the "Trustee").
The Administrative Committee of the Board of Directors is responsible
for the overall administration of the ESOP. The Employee Benefits Committee of
the Bank is responsible for the day-to-day administration of the ESOP. State
Street, an unrelated corporate trustee, has been appointed as Trustee for the
ESOP. The Trustee will vote those shares of the Company's stock held in the ESOP
that have been allocated to participants' accounts in accordance with
instructions received from the participants. The unallocated shares held in the
ESOP will be voted proportionately to participants' voting instructions, so long
as such vote is in accordance with the requirements of the Employee Retirement
Income Security Act of 1974, as amended.
Shares allocated to your account will be voted as indicated on the
enclosed Vote Authorization Form. In order to direct the voting of the shares
allocated to your account, you must complete, sign and date the enclosed Vote
Authorization Form and return it in the accompanying postage-paid envelope. Your
Vote Authorization Form must be received no later than April 10, 1997. Your vote
will not be revealed to the Company.
Your vote will be tallied and reported to the Trustee by Boston
Financial Data Services and then the Trustee will vote the number of shares in
the ESOP for which it has received voting instructions. The Trustee shall vote
(a) any shares which have been allocated to participants' accounts for which no
written instructions have been received and (b) any unallocated shares in the
ESOP in the same proportion as shares for which instructions have been received.
The Board of Directors
<PAGE>
T R FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
VOTE AUTHORIZATION FORM
I acknowledge that State Street Bank and Trust Company is the trustee (the
"Trustee") and holder of record of shares of T R Financial Corp. (the "Company")
common stock under the T R Financial Corp. Employee Stock Ownership Plan (the
"ESOP"). I understand that the above-stated number of shares allocated to my
account under the ESOP, as of March 5, 1997, will be voted as indicated below.
The unallocated shares and any allocated shares for which no instructions are
received held in the ESOP will be voted proportionately to participants' voting
instructions. Further, I understand that my voting instructions are solicited on
behalf of the Company's Board of Directors for the 1997 Annual Meeting of
Stockholders to be held on April 21, 1997 or any adjournment or postponement
thereof.
I hereby direct the Trustee to vote my shares as follows:
Please mark your votes like this
/X/ in blue or black ink
<TABLE>
<CAPTION>
<S> <C> <C>
1. Election of Directors for a three-year term. FOR ALL NOMINEES WITHHOLD FOR ALL
Nominees: John M. Tsimbinos (except as otherwise NOMINEES
Edward J. Kowatch indicated)
James E. Orr, Jr.
Spiros J. Voutsinas / / / /
</TABLE>
- --------------------------------------------------------------------------------
INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee,
write that nominee's name in the space provided below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
2. Ratification of the Appointment of KPMG FOR AGAINST ABSTAIN
Peat Marwick LLP as independent auditors
for the Company. / / / / / /
- ---------------------------------------------------------------------------------------------------
3. Approval of the Amended and Restated FOR AGAINST ABSTAIN
T R Financial Corp. 1993 Incentive Stock
Option Plan. / / / / / /
- --------------------------------------------------------------------------------------------------
4. Approval of the Roosevelt Savings Bank FOR AGAINST ABSTAIN
Performance Compensation Plan. / / / / / /
- --------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR ALL NOMINEES" IN PROPOSAL 1 AND "FOR" IN PROPOSALS 2, 3 AND 4.
The Trustee of the ESOP, State Street Bank and Trust Company, is hereby
authorized to vote my shares as indicated above. I understand that if I sign
this form without indicating specific instructions, or if I fail to return this
form, my shares will be voted in proportion to the voting instructions of the
other participants, subject to the Trustee's determination that such a vote is
for the exclusive benefit of plan participants and beneficiaries. I understand
that my voting instructions will be confidential.
_____________________ ___________________________________________
Date Signature
PLEASE COMPLETE, SIGN, DATE AND SUBMIT THIS FORM TO BOSTON FINANCIAL DATA
SERVICES, PROXY SERVICES, PO BOX 9261, BOSTON, MASSACHUSETTS 02205-8524, IN THE
ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE. YOUR VOTE AUTHORIZATION FORM
MUST BE RECEIVED NO LATER THAN APRIL 10, 1997.
<PAGE>
[LETTERHEAD OF T R FINANCIAL CORP.]
T R FINANCIAL CORP.
1122 FRANKLIN AVENUE
GARDEN CITY, NY 11530
(516) 742-9300
- --------------------------------------------------------------------------------
Dear Participant:
As of March 5, 1997, 31,653 shares of common stock of T R Financial
Corp. (the "Company") were held by the Roosevelt Savings Bank Recognition and
Retention Plan for Officers (the "Plan"). As a participant in the Plan, you may
direct the voting of shares of the Company's common stock awarded to you under
the Plan and held by the Plan trustee, Marine Midland Bank (the "Trustee").
Marine Midland Bank, an unrelated corporate trustee, has been appointed
Trustee for the Plan. The Trustee will vote those shares of the Company's common
stock that have been awarded to participants and are held in the Plan Trust in
accordance with instructions received from the participants. Shares held in the
Plan Trust that have not been awarded, if any, or for which no instructions are
received, will be voted in the same proportion as shares for which instructions
have been received.
The Board of Directors is forwarding the enclosed Vote Authorization
Form so that you may convey your voting instructions to the Trustee. In order to
direct the voting of shares awarded to you, you must complete, sign and date the
enclosed Vote Authorization Form and return it in the accompanying postage-paid
envelope. Your Vote Authorization Form must be received no later than April 10,
1997. Your vote will not be revealed to the Company.
Your vote will be tallied and then the Trustee will vote the number of
shares in the Plan Trust for which it has received voting instructions. The
Trustee shall vote (a) any shares which have been awarded to participants for
which no written instructions have been received and (b) any shares in the Plan
that have not been awarded in the same proportion as shares for which
instructions have been received.
The Board of Directors
<PAGE>
ROOSEVELT SAVINGS BANK
RECOGNITION AND RETENTION PLAN
FOR OFFICERS
VOTE AUTHORIZATION FORM
I acknowledge that Marine Midland Bank is the trustee (the "Trustee") and holder
of record of shares of T R Financial Corp. (the "Company") common stock under
the Roosevelt Savings Bank Recognition and Retention Plan For Officers (the
"Plan"). I understand that the above-stated number of Plan shares, although
awarded to me under the Plan, have not yet been earned. I further understand
that although said shares remain unearned, I am permitted to vote such shares. I
have been advised that my voting instructions are solicited on behalf of the
Company's Board of Directors in connection with the 1997 Annual Meeting of
Stockholders to be held on April 21, 1997 or any adjournment or postponement
thereof.
I hereby direct the Trustee to vote my shares as follows:
Please mark your votes like this
/X/ in blue or black ink
<TABLE>
<CAPTION>
<S> <C> <C>
1. Election of Directors for a three-year term. FOR ALL NOMINEES WITHHOLD FOR ALL
Nominees: John M. Tsimbinos (except as otherwise NOMINEES
Edward J. Kowatch indicated)
James E. Orr, Jr.
Spiros J. Voutsinas / / / /
</TABLE>
- --------------------------------------------------------------------------------
INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee,
write that nominee's name in the space provided below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
2. Ratification of the Appointment of KPMG FOR AGAINST ABSTAIN
Peat Marwick LLP as independent auditors
for the Company. / / / / / /
- ---------------------------------------------------------------------------------------------------
3. Approval of the Amended and Restated FOR AGAINST ABSTAIN
T R Financial Corp. 1993 Incentive Stock
Option Plan. / / / / / /
- --------------------------------------------------------------------------------------------------
4. Approval of the Roosevelt Savings Bank FOR AGAINST ABSTAIN
Performance Compensation Plan. / / / / / /
- --------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR ALL NOMINEES" IN PROPOSAL 1 AND "FOR" IN PROPOSALS 2, 3 AND 4.
The Trustee of the Plan, Marine Midland Bank, is hereby authorized to vote my
Plan shares as indicated above. I understand that if I sign this form without
indicating specific instructions, or if I fail to return this form, my Plan
shares will be voted in the same proportion as Plan shares which have been
awarded and voted. I understand that my voting instructions will be
confidential.
_____________________ ___________________________________________
Date Signature
PLEASE COMPLETE, SIGN, DATE AND SUBMIT THIS FORM TO MARINE MIDLAND BANK, PO BOX
4216, BUFFALO, NEW YORK 14240-9811, IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS
SOON AS POSSIBLE. YOUR VOTE AUTHORIZATION FORM MUST BE RECEIVED NO LATER THAN
APRIL 10, 1997.
<PAGE>
[LETTERHEAD OF T R FINANCIAL CORP.]
T R FINANCIAL CORP.
1122 FRANKLIN AVENUE
GARDEN CITY, NY 11530
(516) 742-9300
- --------------------------------------------------------------------------------
Dear Participant:
Shares of common stock of T R Financial Corp. (the "Company") are held
by the Roosevelt Savings Bank Salary Reduction Plan in RSI Retirement Trust,
also known as the 401(k) Plan (the "401(k) Plan"). Such shares are held in the
Employer Stock Fund ("Fund G"). As a participant in the 401(k) Plan with an
interest in Fund G, you may direct the voting of a proportion of the shares of
the Company's common stock held in Fund G of the 401(k) Plan.
Marine Midland Bank, an unrelated corporate trustee, has been appointed
trustee (the "Trustee") for said Fund G. The Trustee will vote those shares of
the Company's common stock held in the 401(k) Plan in accordance with
instructions received from the participants.
The Board of Directors is forwarding the enclosed Vote Authorization
Form so that you may convey your voting instructions to the Trustee. In order to
direct the voting of the proportion of shares allocable to your account, you
must complete, sign and date the enclosed Vote Authorization Form and return it
in the accompanying postage-paid envelope. Your Vote Authorization Form must be
received no later than April 10, 1997. Your vote will not be revealed to the
Company.
Your vote will be tallied and then the Trustee will vote the shares
held in the 401(k) Plan based on the voting instructions it has received from
participants. The Trustee will vote all shares for which it has received no
instructions in the same proportion as the shares for which it has received
instructions, so long as such vote is in accordance with the requirements of the
Employee Retirement Income Security Act of 1974, as amended.
The Board of Directors
<PAGE>
ROOSEVELT SAVINGS BANK
SALARY REDUCTION PLAN IN
RSI RETIREMENT TRUST
VOTE AUTHORIZATION FORM
I understand that my proportionate interest in the Employer Stock Fund ("Fund
G") of the Roosevelt Savings Bank Salary Reduction Plan in RSI Retirement Trust
is as stated above. I further understand that I have the right to direct Marine
Midland Bank, the trustee (the "Trustee") of said Fund G, to vote my
proportionate interest in said Fund G. I have been advised that my voting
instructions are solicited on behalf of the Board of Directors of T R Financial
Corp. for the 1997 Annual Meeting of Stockholders to be held on April 21, 1997
or any adjournment or postponement thereof.
I hereby direct the Trustee to vote my shares as follows:
Please mark your votes like this
/X/ in blue or black ink
<TABLE>
<CAPTION>
<S> <C> <C>
1. Election of Directors for a three-year term. FOR ALL NOMINEES WITHHOLD FOR ALL
Nominees: John M. Tsimbinos (except as otherwise NOMINEES
Edward J. Kowatch indicated)
James E. Orr, Jr.
Spiros J. Voutsinas / / / /
</TABLE>
- --------------------------------------------------------------------------------
INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee,
write that nominee's name in the space provided below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
2. Ratification of the Appointment of KPMG FOR AGAINST ABSTAIN
Peat Marwick LLP as independent auditors
for the Company. / / / / / /
- ---------------------------------------------------------------------------------------------------
3. Approval of the Amended and Restated FOR AGAINST ABSTAIN
T R Financial Corp. 1993 Incentive Stock
Option Plan. / / / / / /
- --------------------------------------------------------------------------------------------------
4. Approval of the Roosevelt Savings Bank FOR AGAINST ABSTAIN
Performance Compensation Plan. / / / / / /
- --------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR ALL NOMINEES" IN PROPOSAL 1 AND "FOR" IN PROPOSALS 2, 3 AND 4.
The Trustee of Fund G, Marine Midland Bank, is hereby authorized to vote my
proportionate interest in Fund G as indicated above. If I do not return this
form, or if I sign this form without indicating specific instructions, shares
represented by my interest in said Fund G will be voted in proportion to the
manner in which other participants have voted their interests, subject to the
Trustee's determination that such a vote is for the exclusive benefit of plan
participants and beneficiaries. I understand that my voting instructions will be
confidential.
_____________________ ___________________________________________
Date Signature
PLEASE COMPLETE, SIGN, DATE AND SUBMIT THIS FORM TO MARINE MIDLAND BANK, PO BOX
4216, BUFFALO, NEW YORK 14240-9811, IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS
SOON AS POSSIBLE. YOUR VOTE AUTHORIZATION FORM MUST BE RECEIVED NO LATER THAN
APRIL 10, 1997.
