SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
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
[ ] Solicity Material Pursuant to Rule 14a-11 or Rule 14a-12
SOUTHWEST NATIONAL CORPORATION
_________________________________________________________________
(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] 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>
SOUTHWEST NATIONAL CORPORATION
GREENSBURG, PENNSYLVANIA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1998
TO THE SHAREHOLDERS:
Notice is hereby given that the annual meeting of
shareholders of Southwest National Corporation (the
"Corporation") will be held at its main office, 111 South Main
Street, Greensburg, Pennsylvania, on Tuesday, April 21, 1998 at
1:00 p.m., for the purpose of considering and voting upon the
following:
1. To elect 3 Class 3 Directors to serve a term of three
years expiring in 2001.
2. To consider and act upon any other matter which
may properly be brought before the meeting or any
adjournment thereof.
Only those shareholders of record at the close of business
on March 6, 1998 will be entitled to notice of and to vote at the
meeting.
There are enclosed herewith a Proxy Statement and form of
proxy. It will be appreciated if you will date and sign the
proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
Donald A. Lawry
Secretary and Treasurer
March 20, 1998
- -----------------------------------------------------------------
<PAGE> 1
SOUTHWEST NATIONAL CORPORATION
111 South Main Street, P.O. Box 760
Greensburg, Pennsylvania 15601
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 21, 1998
The enclosed proxy is being solicited by the Board of
Directors of Southwest National Corporation (the "Corporation")
for use at the annual meeting of shareholders of the Corporation
to be held April 21, 1998 at 1:00 p.m. at the main office of the
Corporation, 111 South Main Street, Greensburg, Pennsylvania.
This Proxy Statement and the enclosed form of proxy are being
sent to shareholders of the Corporation on March 20, 1998.
The proxy may be revoked by a shareholder at any time before
it is exercised by sending a written notice of revocation to the
Secretary, Southwest National Corporation, P. O. Box 760,
Greensburg, Pennsylvania 15601 or by attending the meeting and
voting in person. Solicitations of proxies may be made by
personal interviews and telephone by Directors and officers of
the Corporation. Brokerage houses and other custodians, nominees
and fiduciaries will be requested to forward solicitation
material to the beneficial owners of the stock held of record by
such persons. Expenses for such solicitation will be borne by
the Corporation.
The only class of stock of the Corporation presently
outstanding is common stock. The total number of outstanding
shares of common stock at the close of business on March 6, 1998,
the record date for the determination of the shareholders
entitled to vote at the meeting, was 3,064,794. In electing
Directors of the Corporation, every shareholder entitled to vote
has cumulative voting rights; that is, the shareholder has the
right to multiply the number of shares that he or she may be
entitled to vote by the total number of Directors to be elected
and may cast the entire number of such votes for one candidate or
may distribute them among any two or more candidates. For all
other purposes each share is entitled to one vote.
At the meeting, the shareholders will (i) vote on the
election of the 3 nominees listed in the Proxy Statement as
Directors; and (ii) consider and act upon any other business that
may be properly brought before the meeting. The Board of
Directors of the Corporation recommends a vote FOR the proposal
to elect as Directors the 3 nominees hereinafter named. The 3
nominees receiving the highest number of votes cast, including
votes cast cumulatively, shall be elected Directors.
The Corporation's business is carried on primarily by its
wholly-owned subsidiary Southwest National Bank of Pennsylvania
(the "Bank").
ELECTION OF DIRECTORS
Information Concerning Nominees and Directors
The Bylaws of the Corporation provide that the number of
Directors shall be not less than 5 nor more than 25, as from time
to time shall be determined by the Board of Directors. The Board
of Directors has proposed that the shareholders elect the 3
nominees at the annual meeting on April 21, 1998. Currently there
are 11 Directors.
<PAGE> 2
The Board of Directors is currently divided into three
classes; one class of three members and two classes of four
members each. The term of office of one class expires each year.
Nominees to the class of Directors whose term expires at each
Annual Meeting are elected for a three-year term. In the event
the number of Directors is changed, any increase or decrease is
to be so apportioned among the classes so as to maintain the
classes as nearly equal in number as possible. Any additional
Director of a class shall hold office for a term which shall
coincide with the term of such class.
The Board has nominated three persons for election as
Directors for a three-year term expiring in 2001 Joseph V.
Morford, Jr. and William W. Thomson as continuing Directors and
Daniel C. Krezenski as a new nominee. Assuming the election of
these three nominees to the 2001 class, the 2001 class of
Directors will consist of three members, the 2000 class of
Directors and the 1999 class of Directors will consist of four
members each.
The Director's terms will continue until their successors
are elected and qualified. The proxies solicited hereby, unless
directed to the contrary therein, will vote for the nominees
named below. All of the nominees have expressed their willingness
to serve. The Board of Directors has no reason to believe that
any nominee will be unavailable or unable to serve as a Director,
but if for any reason any of these nominees should not be
available or able to serve, the accompanying proxy will be voted
by the persons acting under the proxy according to the best
judgment of the persons named in the proxy.
The following tables set forth certain information about the
nominees for election as Directors and about the continuing
Directors of the Corporation. The information includes the number
of shares of common stock beneficially owned by them as of
February 3, 1998.
<TABLE>
<CAPTION>
Approximate
Name and principal Beneficial percentage
occupation or employment ownership of
for the past five years Director of shares outstanding
(1) (2) since Age (3) shares (4)
<S> <C> <C> <C> <C>
CLASS 3
NOMINEES - SERVING A TERM OF THREE YEARS EXPIRING IN 2001
Daniel C. Krezenski -- 59 100 --
President, Westmoreland
County Community College
Joseph V. Morford, Jr. 1983 68 1,225 --
Retired, formerly
President, Moore and
Morford, Inc., steel
fabricators
William W. Thomson 1992 62 1,370 --
Managing Partner,
Thomson, Tomsey & Co.,
Certified Public
Accountants
CLASS 1
CONTINUING DIRECTORS- WITH TERMS EXPIRING IN 1999
David S. Dahlmann 1990 48 1,200 --
President and Chief
Executive Officer of the
Corporation and the Bank
Charles E. Henry 1989 67 4,021 --
President, Chas. M.
Henry Printing Co.
<PAGE> 3
Alexander H.Lindsay, Jr. 1986 51 760 --
President, Lindsay,
Jackson, and Martin,
P.C., Attorneys
John A. Robertshaw, Jr. 1986 71 9,334 --
Formerly Chairman,
Laurel Vending, Inc.,
vending and food service
CLASS 2
CONTINUING DIRECTORS - WITH TERMS EXPIRING IN 2000
Ray T. Charley 1989 46 18,560 --
President, Thomi Co.,
retail grocers
A. Richard Kacin 1994 57 2,530 --
President, A. Richard
Kacin, Inc., real
estate construction and
development and
President, Delmont
Builders Supply, Inc.
James W. Newill 1978 63 77,800 2.54%
Certified Public
Accountant, formerly
President, J. W. Newill
Company, public
accounting firm
Laurie Stern Singer 1994 46 220 --
President, Allegheny
Valley Chamber of
Commerce and President,
Allegheny Valley
Development Corporation
Directors, nominees and 118,270 3.86%
officers of the
Corporation as a group
(13 persons) (5)
<FN>
(1) All nominees or Directors held the position indicated or
other senior executive position with the same entity for the
past five years.
(2) No nominee or Director of the Corporation is presently
a Director of another company filing reports with the
Securities and Exchange Commission.
(3) The nominees or Directors identified in the table
possess sole voting and investment powers with respect
to the shares shown opposite their names except the
following who hold shares jointly with their respective
wives: Mr. Charley, 480 shares; Mr. Dahlmann, 1,200
shares and Mr. Henry, 2,829 shares. The following
Directors were beneficial owners of shares held by
their respective wives: Mr. Morford, 495 shares and
Mr. Robertshaw, 840 shares. The shares listed for Mr.
Thomson include 90 of the 120 shares listed in the name
of a partnership of which he is managing partner and
has a 75% interest. The shares listed for Mr. Kacin
include 600 shares held in the name of an employees
retirement plan of which he is a trustee. The total
number of shares includes 1,000 shares owned by David
M. Hanna, Vice President of the Corporation as
custodian for his son and 150 shares owned by Donald A.
Lawry, Secretary and Treasurer of the Corporation,
jointly with his wife.
(4) Less than 1 percent unless otherwise indicated.
(5) Mr. Dahlmann listed above; David M. Hanna, Vice
President, and Donald A. Lawry, Secretary and Treasurer
are the only officers of the Corporation.
</TABLE>
<PAGE> 4
Information Concerning Retiring Director
James A. Critchfield, Jr. will retire from the Board of
Directors upon the election of Directors at the 1998 Annual
Meeting under the current retirement policies of the Corporation.
Mr. Critchfield owns 384 shares, less than 1%, of the total
outstanding shares of the Corporation.
Other Nominations
Other nominations may be made at the meeting only after at
least 60 days' notice has been given in writing according to the
procedures set forth in Article 9.B. of the Corporation's
Articles of Incorporation.
Boards and Committees
It is the policy of the Corporation that its Directors also
serve as Directors of its wholly-owned subsidiary, the Bank.
All Directors attended at least 75% of the aggregate number of
meetings of the Board of Directors and the respective committees
on which they serve except for Director Lindsay who attended 72%
The Board of the Corporation met 12 times in 1997 and the Board
of the Bank met 12 times in 1997.
The Board of the Corporation has the following standing
committees: Examining Committee, Executive Committee and
Nominating Committee. The Board of the Bank has the following
standing committees: Examining Committee, Executive Committee,
Personnel Committee and Trust Committee.
Directors appointed to the Examining Committee of the
Corporation also serve as members of the Examining Committee of
the Bank. Both Examining Committees met concurrently 4 times in
1997. The Examining Committees perform the functions of an audit
committee and their responsibilities include causing an
examination of the affairs of the Corporation and Bank to be
made, reviewing reports of examinations of the Corporation and
the Bank made by the Federal Reserve Bank and the Office of the
Comptroller of the Currency and reporting the findings and
recommendations to the respective Board. Appointment of the
independent public accountants is made by the Board of Directors
upon the recommendation of the Examining Committees. The
Examining Committees presently have as members Directors Henry,
Lindsay, Morford, Robertshaw, Singer and Thomson.
Directors appointed to the Executive Committee of the
Corporation also serve as members of the Executive Committee of
the Bank. Both Executive Committees met concurrently 13 times in
1997. Their responsibilities include review of the loans and
securities of the Bank and the exercise of all the powers of the
full Boards between regular meetings of the Boards. The
Executive Committees presently have as members Directors
Dahlmann, Henry, Lindsay, Morford, Robertshaw and Thomson.
The Nominating Committee of the Corporation met 2 times in
1997. Its responsibilities include selecting and recommending to
the Board of Directors nominees for election as Director. The
Nominating Committee presently has as members Directors Charley,
Dahlmann, Kacin, Newill and Singer.
The Personnel Committee of the Bank met 6 times in 1997.
Its responsibilities include reviewing and recommending to the
Board the salaries of certain senior officers of the Bank. The
Personnel Committee presently has as members Directors Charley,
Critchfield, Dahlmann, Kacin, Newill and Singer.
The Trust Committee of the Bank met 12 times in 1997. Its
responsibilities include the general review of the activities of
the trust department of the Bank in the administration of its
fiduciary relations. The Trust Committee presently has as
members Directors Charley, Critchfield, Dahlmann, Kacin and
Newill.
<PAGE> 5
Compensation of Directors
The Corporation paid for the year 1997 an annual retainer of
$3,000 to Directors who are not officers. Directors who are not
officers are paid $500 by the Bank for each regularly scheduled
Bank Board meeting attended and $300 for attendance at each
regularly scheduled Bank Committee meeting. Officers of the
Corporation or the Bank are not paid for attendance at any
meeting. Directors who are not officers will be paid an
additional $100 for attendance at special Bank Board meetings and
Bank Committee meetings.
All Directors of the Corporation and/or the Bank may defer
all or a portion of the receipt of their fees, according to the
terms of a Directors Deferred Compensation Plan, until they
terminate their election or cease to be a Director. Payment of
interest on accumulated balances under the plan is at market
rates, but balances are accrued rather than funded by the
Corporation or the Bank.
Transactions with Directors, Officers and Associates
Certain Directors and officers of the Corporation and the
Bank and their associates were customers of the Bank during 1997.
Transactions that involved loans or commitments by the Bank were
made in the ordinary course of business and on substantially the
same terms, including interest rates and collateral requirements,
as those prevailing at the time for comparable transactions with
other persons and did not involve more than normal risk of
collectibility or present other unfavorable features.
During 1997, the Bank paid $89,061 to Chas. M. Henry
Printing Co. for services that were in the normal course of
business and on substantially the same terms as available from
others. This firm has provided printing services to the Bank for
many years and is expected to continue to do so in the future.
Charles E. Henry is a Director and is President of Chas. M. Henry
Printing Co.
Under the securities laws of the United States, the
Corporation's Directors, executive officers and any persons
holding more than ten percent of the Corporation's stock are
required to report their initial ownership of the Corporation's
common stock and any subsequent changes in their ownership to the
Securities and Exchange Commission. Specific due dates for these
reports have been established and the Corporation is required to
disclose in this Proxy Statement, any failure to file by these
dates during 1997. In making such disclosures, the Corporation
has relied solely on written representations of its Directors and
executive officers and copies of the reports they have filed with
the Securities and Exchange Commission. Based on such
information, all of such filings have been timely made.
Compensation Committee Interlocks and Insider Participation
During 1997, Directors Charley, Critchfield, Dahlmann,
Kacin, Newill and Singer served as members of the Bank's
Personnel Committee which determines the compensation of the
executive officers of the Bank. No compensation was paid to the
executive officers by the Corporation during 1997. Directors
Charley, Critchfield, Kacin, Newill and Singer are neither
officers nor employees of the Corporation or the Bank and are not
members of any Board of Directors (other than of the Corporation
or Bank) which has as a member an officer, employee or Director
of the Corporation or Bank.
Director Dahlmann, the President and Chief Executive Officer
of the Corporation and Bank, is a member of the Personnel
Committee but does not participate in conducting his own review
or determining his own salary.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the executive officers of the
Bank are made by a six-member Personnel Committee of the Bank's
Board of Directors. No compensation was paid to the executive
officers by the Corporation during 1997. All compensation was
paid by the Bank. Five of the members of the Personnel
<PAGE> 6
Committee are nonemployee Directors. The sixth member of the Committee
is Mr. Dahlmann. Although Mr. Dahlmann, the President and Chief
Executive Officer of the Corporation and Bank, served on the
Personnel Committee, he did not participate in any decisions
regarding his own compensation. All decisions by the Personnel
Committee relating to the compensation of the Bank's executive
officers are reviewed by the full Board, and the Board votes on
Mr. Dahlmann's compensation. Pursuant to rules designed to
enhance disclosure of the policies of the Corporation toward
executive compensation, set forth below is a report of the
Board's Personnel Committee, addressing the Bank's compensation
policies for 1997 as they affected Mr. Dahlmann and other
executive officers.
The Personnel Committee's executive compensation policies
are designed to provide compensation to the executive officers
based upon a performance evaluation of each executive officer
using a matrix provided by a consultant to the Bank, Peter R.
Johnson & Company, rating the performance of each executive on a
scale of 1 through 5. The Personnel Committee applies this
performance rating to all executive officers including Mr.
Dahlmann. Mr. Dahlmann does not participate in his own
performance evaluation, but does participate in the evaluation of
other executive officers. Levels of base salary paid by the Bank
to both Mr. Dahlmann and the other executive officers are
intended to be comparable with other companies in the banking
industry. The Bank uses the services of Peter R. Johnson &
Company to compile the executive compensation of appropriate
groupings of the banks that closely resemble the Bank. The
sources of information relied on by the consultant were Watson
Wyatt Data Services (formerly Cole Surveys, Inc.), Bank
Administration Institute, L.R. Webber Associates, SNL Executive
Compensation Survey, Financial Institutions Compensation Survey
and Johnson Salary Survey. This information is reviewed against
the job descriptions of Mr. Dahlmann and the other executive
officers and adjusted by utilization of the performance
evaluation referred to above. The Personnel Committee does not
consider corporate performance in its determination but only
compensation by comparable companies adjusted by an evaluation of
the officer's performance.
Personnel Committee Members
Ray T. Charley A. Richard Kacin
James A. Critchfield, Jr. James W. Newill
David S. Dahlmann Laurie Stern Singer
EXECUTIVE COMPENSATION
The Corporation paid no compensation to any of its officers
during 1997. All compensation was paid by the Bank.
The compensation shown in the following table is for the
President and Chief Executive Officer and other highly
compensated executive officers who received salary and bonus of
$100,000 or more for the last fiscal year.
<PAGE> 7
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
All other
Name and principal compensation
position Year Salary (1)
<S> <C> <C> <C>
David S. Dahlmann, 1997 $212,000 $14,510
President and Chief 1996 200,000 13,948
Executive Officer 1995 185,000 14,162
David M. Hanna 1997 100,000 9,568
Executive Vice
President
Donald A. Lawry 1997 100,000 9,112
Executive Vice
President
<FN>
(1) The amounts in the above table under "All other
compensation" for 1997 include contributions to the
Bank's 401(k) Plan ($13,466, $8,416 and $8,416
respectively for Messrs. Dahlmann, Hanna and Lawry) and
the cost of insurance premiums under the Bank's Group
Life Insurance Plan ($1,044, $1,152 and $696
respectively for Messrs. Dahlmann, Hanna and Lawry).
</TABLE>
The Bank's 401(k) Plan is qualified under Section 401(a) of
the Internal Revenue Code. Each eligible employee of the Bank
becomes eligible to participate at the next available entry date
following one year of employment. The Plan is contributory on
the part of employees. The Bank may elect to match the employee
contribution. The Board of Directors determines the match amount
annually. In addition, each year the Bank has the discretion to
make an annual contribution to eligible Plan participants. This
contribution is based on participants' eligible salary as defined
under IRS Section 3401(a). All deferred amounts are vested
immediately and are payable to participants upon their
termination of employment.
In December, 1997, the Board of Directors approved the
establishment of a nonqualified Excess Benefit Defined
Contribution 401(k) Plan. The purpose of this Plan is to replace
benefits which may be lost for certain highly compensated
employees under the 401(k) Plan, due to eligible compensation
limits under current tax law. This Plan provides an opportunity
to eligible employees to make elective deferrals and to the
employer to make matching and discretionary contributions in
order to replace such benefits. The Board of Directors may
designate, in its sole discretion, persons eligible to
participate in this Plan. For the Plan year ending December 31,
1997 a contribution of $2,293 was made to this Plan on behalf of
Mr. Dahlmann.
It is not possible to determine the extent of the benefits
that any participant may be entitled to receive under the Plans
upon termination of employment since the amount of such benefits
will be dependent, among other things, upon the future earnings
of the Bank, the future compensation of the participants and the
future net earnings of the investments selected by the
participants.
Corporation's Executive Officers
The following table sets forth certain information with
respect to the current executive officers of the Corporation.
<TABLE>
<CAPTION>
Name Age Term Position
<S> <C> <C> <C>
David S. 48 1993-1997 Director,
Dahlmann President and
Chief
Executive
Officer of the
Corporation
and Bank
David M. Hanna 50 1997 Vice President
of the
Corporation
and Executive
Vice President
of the Bank
1993-1996 Senior Vice
President of
the Bank
Donald A. 47 1993-1997 Secretary and
Lawry Treasurer of
the
Corporation
and Executive
Vice President
of the Bank
</TABLE>
<PAGE> 8
Defined Benefit Pension Plan of the Bank
The Bank made a contribution of $292,132 to the Defined
Benefit Pension Plan for the Plan year ending June 30, 1997.
Benefits are not vested until the completion of five years of
credited service, when they become fully vested. Retirement
benefits are based upon the average of the annual compensation
for the highest five consecutive years during the last ten years
of credited service, and are 1% of average compensation
multiplied by the number of years of credited service (subject to
a maximum of 44 years), plus 1/2 of 1% of average compensation in
excess of covered compensation, multiplied by the number of years
of credited service (subject to a maximum of 40 years). The Plan
is noncontributory on the part of employees. The Bank
contributes the entire actuarially determined amount necessary to
fund total benefits. The following table sets forth an estimate
of the annual benefits payable under the Plan for employees,
including officers, reaching the normal retirement date (age 65):
<TABLE>
<CAPTION>
Estimated annual pension for years
of credited service
Annual basic 10 20 30 40
compensation years years years years
<S> <C> <C> <C> <C>
$ 25,000 $ 2,500 $ 5,000 $ 7,500 $ 10,000
50,000 6,000 12,000 18,000 24,000
75,000 9,750 19,500 29,250 39,000
100,000 13,500 27,000 40,500 54,000
125,000 17,250 34,500 51,750 69,000
150,000 21,000 42,000 63,000 84,000
175,000 24,750 49,500 74,250 99,000
200,000 28,500 57,000 85,500 114,000
225,000 32,250 64,500 96,750 129,000
</TABLE>
The credited years of service for Messrs. Dahlmann, Hanna
and Lawry are 26, 26 and 24, respectively. The compensation used
to determine pension benefits is approximately the same as the
salary set forth in the Summary Compensation Table.
The amounts in the above table represent the estimated
annual benefits payable to an employee for life. Other available
optional forms of payment of benefits would reduce the amount
shown in the table. The benefit amounts shown are not subject to
any deduction for social security or other amounts. Effective for
retirements on or after January 1, 1997, annual basic
compensation for Plan purposes may not exceed $160,000.
In December, 1997, the Board of Directors approved the
establishment of a nonqualified Excess Benefit Defined Benefit
(Pension) Plan. The purpose of this Plan is to replace benefits
which may be lost for certain highly compensated employees under
the Defined Benefit Pension Plan, due to eligible compensation
limits under current tax law. Participation in this Plan is
limited to a select group of management or highly compensated
employees. The Board of Directors may designate in its sole
discretion, persons eligible to participate in this Plan. The
basic benefit provided by this Plan is equal to (1) the benefit
which would have been provided by the Defined Benefit Pension
Plan when calculated without regard to eligible compensation
limits under current tax law, minus (2) the benefit actually
provided by the Defined Benefit Pension Plan.
<PAGE> 9
PERFORMANCE REPORT
The following is a graph comparing the Corporation's
cumulative total shareholder returns with the performance of the
NASDAQ Stock Market index (US Companies) and with the NASDAQ
Financial Stocks index in which group the Corporation is
included.
<TABLE>
<CAPTION>
Comparison of Five Year Cumulative Total Returns
Performance Graph for
SOUTHWEST NATIONAL CORPORATION
Company Index: CUSIP Ticker Class Sic Exchange
84518610 SWPA 6710 NASDAQ
Fiscal Year-end is 12/31/97
Market Index: Nasdaq Stock Market (US Companies)
Peer Index: Nasdaq Financial Stocks
SIC 6000-6799 US & Foreign
Date Company Index Market Index Peer Index
<S> <C> <C> <C>
12/31/92 100.000 100.000 100.000
01/29/93 115.888 102.847 104.046
02/26/93 114.134 99.010 105.523
03/31/93 133.942 101.876 109.821
04/30/93 132.055 97.528 105.900
05/28/93 124.590 103.354 104.684
06/30/93 117.932 103.832 107.522
07/30/93 122.212 103.954 111.843
08/31/93 138.185 109.327 115.004
09/30/93 142.024 112.583 118.597
10/29/93 143.943 115.114 117.634
11/30/93 141.278 111.682 112.920
12/31/93 143.697 114.796 116.226
01/31/94 149.020 118.281 119.131
02/28/94 138.575 117.177 117.599
03/31/94 134.671 109.971 114.384
04/29/94 138.184 108.544 117.531
05/31/94 134.707 108.809 121.790
06/30/94 143.570 104.830 121.380
07/29/94 137.071 106.980 123.105
08/31/94 128.803 113.800 127.171
09/30/94 132.380 113.509 124.991
10/31/94 128.803 115.740 121.392
11/30/94 123.654 111.900 115.934
12/30/94 113.400 112.214 116.501
01/31/95 119.431 112.843 120.388
02/28/95 125.663 118.811 126.363
03/31/95 132.983 122.334 128.128
04/28/95 131.763 126.186 130.362
05/31/95 131.909 129.442 134.565
06/30/95 131.909 139.932 138.768
07/31/95 135.608 150.218 145.396
08/31/95 158.103 153.262 152.952
09/29/95 161.838 156.787 158.159
10/31/95 169.307 155.888 158.870
11/30/95 173.383 159.549 166.148
12/29/95 168.357 158.699 169.671
01/31/96 170.870 159.482 170.428
02/29/96 173.668 165.552 172.907
03/29/96 177.471 166.101 176.479
04/30/96 177.471 179.882 177.022
05/31/96 168.754 188.141 180.290
06/28/96 161.083 179.660 180.629
07/31/96 167.475 163.658 176.041
08/30/96 190.802 172.828 187.358
09/30/96 188.224 186.048 195.791
10/31/96 204.984 183.993 202.081
11/29/96 209.212 195.367 215.079
12/31/96 236.501 195.192 217.500
02/28/97 227.138 197.505 236.930
03/31/97 222.556 184.612 226.900
04/30/97 225.829 190.384 229.757
05/30/97 232.121 211.969 245.699
06/30/97 225.526 218.452 264.220
07/31/97 226.845 241.510 283.415
08/29/97 243.079 241.142 280.946
09/30/97 246.399 255.404 308.327
10/31/97 251.048 242.129 303.167
11/28/97 275.489 243.326 309.943
12/31/97 262.116 239.527 333.805
<FN>
NOTES
A. The lines represent monthly index levels derived from
compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is
not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on
12/31/92.
</TABLE>
<PAGE> 10
PRINCIPAL SHAREHOLDERS
As of February 3,1998 the trust department of the Bank held
in various fiduciary capacities 293,666 shares of the common
stock of the Corporation. These holdings represent 9.58% of the
total outstanding shares. The Bank has the power to dispose or
direct the disposition of a portion of the shares as follows:
Sole-234,808; Shared-89,156. The Bank has the power to vote or
direct the voting of a portion of these shares as follows: Sole-259,897;
Shared-31,493. In every instance another entity is entitled to the
dividends or proceeds of sale. No individual account holds an interest
of 5% or more. Additionally the Corporation is not aware of any other
person who is a beneficial owner of more than 5% of the outstanding
common stock of the Corporation.
AUDITORS
The Board of Directors of the Bank approved the
reappointment of KPMG Peat Marwick LLP to audit its books and
accounts for the year 1998. The Board of Directors of the
Corporation also approved the reappointment of KPMG Peat Marwick
LLP to audit its books and accounts for the year 1998.
Audit services performed by KPMG Peat Marwick LLP during
1997 included examination of and reporting on the Corporation's
consolidated financial statements review and consultation
connected with filing annual and periodic reports for the Bank
and Corporation and auditing the Bank's Defined Benefit Pension
Plan and 401(k) Plan.
Representatives of the auditors will be present at the
annual meeting to make a statement if they desire and to respond
to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Any proposal that a shareholder wishes to have included in
the proxy material relating to the annual meeting to be held in
1999 must be received by the Secretary no later than November 20,
1998.
OTHER MATTERS
The Board of Directors knows of no other business to be
presented at the meeting. If however any other business should
properly come before the meeting, or any adjournment of it, it is
intended that the proxy will be voted with respect thereto in
accordance with the best judgment of the persons named in the
proxy.
By Order of the Board of Directors
Donald A. Lawry
Secretary and Treasurer
- -----------------------------------------------------------------
<PAGE>
(The following is the information depicted on the proxy card.)
SOUTHWEST NATIONAL CORPORATION
GREENSBURG, PENNSYLVANIA
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - APRIL 21, 1998
The undersigned hereby constitutes and appoints David M.
Hanna and Donald A. Lawry, or either of them, as the attorneys
and proxies of the undersigned, with full power of substitution
in each, to vote all shares of the common stock of Southwest
National Corporation (the "Corporation") that the undersigned is
entitled to vote at the annual meeting of shareholders of the
Corporation to be held April 21, 1998 at 1:00 p.m. at its main
office in Greensburg, Pennsylvania, or any adjournment thereof,
notice of such adjournments being hereby waived, as follows:
PROPOSAL 1 To elect 3 Class 3 Directors to serve a term of
three years expiring in 2001.
[ ] For all nominees listed below:
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below:
Daniel C. Krezenski, Joseph V. Morford, Jr. and
William W. Thomson
[ ] ABSTAIN
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, draw a line through that nominee's name.
OTHER To consider and act upon any other matter which
BUSINESS may properly be brought before the meeting or
any adjournment thereof.
Shares represented by duly executed and returned proxies
will be voted in accordance with the choices specified.
IN WITNESS WHEREOF, the undersigned shareholder has duly
executed the proxy on _____________, 1998.
__________________________________(L.S.)
__________________________________(L.S.)
Each of the matters to be acted upon is proposed by, and
this proxy is solicited on behalf of, the Board of Directors of
the Corporation.
This proxy confers authority to vote FOR all proposals if no
direction is given. If any other business is presented at the
meeting, this proxy shall be voted in THE DISCRETION OF THE
PROXIES NAMED ABOVE.
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.
PLEASE DATE AND SIGN PROXY ABOVE AND RETURN IMMEDIATELY
