<PAGE>
<PAGE>
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. ___)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[x] Definitive Proxy Statement the Commission Only
[ ] Definitive Additional Materials permitted by Rule
[ ] Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
CECIL BANCORP, INC.
- ----------------------------------------------------------------
(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>
<PAGE>
[CECIL BANCORP, INC. LETTERHEAD]
March 22, 1999
Dear Stockholder:
We regret to inform you that early on March 22, 1999,
Director Michael Scibinico passed away. This occurred after the
proxy materials for the 1999 Annual Meeting had been printed, so
Michael's name still appears in the proxy.
Michael Scibinico played a large role in the growth and
success that Cecil Bancorp, Inc. and Cecil Federal Savings Bank
have experienced over the past 32 years. His well reasoned
thought and quiet leadership were invaluable in guiding the
Bank, and more recently, the Bancorp through the many changes
that have occurred over that time. His insight, wisdom and
leadership on the Board of Directors will be sorely missed.
As indicated in the proxy materials, in the event of the
death of a director, the Board of Directors may reduce the size
of the Board to account for this having occurred. Therefore,
due to the unfortunate death of Mr. Scibinico, the Board of
Directors will reduce the size of the Board to nine members at
the current time, to be increased to ten members effective as of
the date of the Annual Meeting.
We are sorry to have to inform you of this unhappy event,
but we are sure you will join us in honoring Michael Scibinico
for his over 32 years of service to Cecil Bancorp, Inc. and
Cecil Federal Savings Bank.
Sincerely,
/s/ Bernard L. Siegel /s/ Mary B. Halsey
Bernard L. Siegel Mary B. Halsey
Chairman of the Board President
<PAGE>
<PAGE>
[CECIL BANCORP, INC. LETTERHEAD]
March 22, 1999
Dear Stockholder:
We invite you to attend the Annual Meeting of stockholders
of Cecil Bancorp, Inc. to be held at Bentley's, Elkton, Maryland
on Wednesday, April 21, 1999 at 9:00 a.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
subsidiary banks, Cecil Federal Savings Bank and Columbian Bank,
a Federal Savings Bank. Directors and officers of the Company
as well as representatives of Simon, Master & Sidlow, P.A., the
Company's independent auditors, will be present to respond to
any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This
will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Your vote is important, regardless of the number of shares you
own.
Sincerely,
/s/ Bernard L. Siegel
Bernard L. Siegel
Chairman of the Board<PAGE>
<PAGE>
CECIL BANCORP, INC.
127 NORTH STREET
ELKTON, MARYLAND 21921-5547
(410) 398-1650
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 1999
NOTICE IS HEREBY GIVEN that the annual meeting of stock-
olders (the "Annual Meeting") of Cecil Bancorp, Inc. (the
"Company") will be held at Bentley's, Elkton, Maryland on
Wednesday, April 21, 1999 at 9:00 a.m.
A proxy statement and proxy card for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of six directors of the Company; and
2. The transaction of such other matters as may
properly come before the Annual Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on any one of the foregoing
proposals at the Annual Meeting on the date specified above or
on any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on March 5, 1999 are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the accompanying
proxy card which is solicited by the Board of Directors and to
mail it promptly in the accompanying envelope. The proxy card
will not be used if you attend and vote at the Annual Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas L. Foard
THOMAS L. FOARD
SECRETARY
Elkton, Maryland
March 22, 1999
- ----------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
INSURE A QUORUM. THE ACCOMPANYING PROXY CARD IS ACCOMPANIED BY
A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
- ----------------------------------------------------------------
<PAGE>
<PAGE>
PROXY STATEMENT
OF
CECIL BANCORP, INC.
127 NORTH STREET
ELKTON, MARYLAND 21921-5547
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999
GENERAL
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Cecil
Bancorp, Inc. (the "Company"), the holding company of Cecil
Federal Savings Bank ("Cecil Federal") and Columbian Bank, a
Federal Savings Bank ("Columbian," and together, the "Banks") to
be used at the annual meeting of stockholders (the "Annual
Meeting") which will be held at Bentley's, Elkton, Maryland on
Wednesday, April 21, 1999 at 9:00 a.m. This proxy statement and
the accompanying notice and proxy card are being first mailed to
stockholders on or about March 22, 1999.
VOTING AND REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies may be revoked by written notice
to Thomas L. Foard, Secretary of the Company, at the address
shown above, by filing a later dated proxy prior to a vote being
taken on a particular proposal at the Annual Meeting or by
attending the Annual Meeting and voting in person.
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTORS SET FORTH BELOW. The proxy confers
discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where
the nominee is unable to serve or for good cause will not serve,
and matters incident to the conduct of the Annual Meeting. If
any other business is presented at the Annual Meeting, proxies
will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions will not be counted as votes cast. In
addition, shares held in street name which have been designated
by brokers on proxy cards as not voted will not be counted as
votes cast. Proxies marked as abstentions or as broker
non-votes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on March
5, 1999 (the "Record Date") are entitled to one vote for each
share then held. At the Record Date, the Company had 607,731
shares of common stock, par value $.01 per share (the "Common
Stock") issued and outstanding. The presence, in person or by
proxy, of at least one-third of the total number of shares of
Common Stock outstanding and entitled to vote will be necessary
to constitute a quorum at the Annual Meeting.
-1-<PAGE>
<PAGE>
Persons and groups owning in excess of 5% of the Company's
Common Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The following table sets forth,
at the Record Date, certain information as to the Common Stock
believed by management to be beneficially owned by persons
owning in excess of 5% of the Company's Common Stock and by all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF SHARES OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) COMMON STOCK OUTSTANDING
- ------------------- ----------------------- ------------------------
<S> <C> <C>
Cecil Bancorp, Inc.
Employee Stock Ownership
Plan ("ESOP")
127 North Street
Elkton, Maryland 21921-5547 37,688 (2) 6.2%
Anchar, a Maryland General
Partnership
Builder's Choice Inc.
Profit Sharing Retirement
Trust ("Trust")
Anthony F. Sposato
Charles Sposato
80 Molitor Road
Elkton, Maryland 21921-37521 58,556 (3) 9.6%
Matthew G. Bathon
146 East Main Street
Elkton, Maryland 21921 36,000 5.9%
All directors and executive
officers as a group (10 persons) 100,326 (4) 16.5%
<FN>
____________
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner, for purposes of this table, of
any shares of the Common Stock if he or she has sole or shared voting or
investment power with respect to such security, or has a right to acquire
beneficial ownership at any time within 60 days from March 5, 1999. Except
as otherwise noted, the named individuals and each director or officer included
in the group exercise sole or shared voting and investment power
over the shares of the Common Stock.
(2) These shares are held in a suspense account for future allocation pursuant to
the terms of the Employee Stock Ownership Plan ("ESOP"), among participating
employees as the loan used to purchase the shares is repaid.
As of the Record Date, 14,580 shares had been allocated to participants, and
23,108 shares were unallocated. The ESOP trustees, currently Directors Burkley,
Scibinico and Siegel, vote all allocated shares in accordance with instructions
of the participants. Unallocated shares and shares for which no instructions
have been received are voted by the ESOP trustees in the same ratio as partici-
pants direct the voting of allocated shares or, in the absence of such direc-
tion, the Company's Board of Directors shall direct the voting of such stock, or
in the absence of such direction from the Company's Board of Directors, the
trustees shall direct the voting of such stock in their discretion. (3) Under
Section 13(d)3 of the Securities Exchange Act of 1934, the above listed indivi-
duals may be deemed to constitute a "group." Includes 4,433 shares beneficially
owned by Charles Sposato; 4050 shares owned by Bay Ace Hardware, of which
Charles Sposato is sole stockholder; 25,778 shares beneficially owned by Anchar,
a Maryland general partnership of which Charles Sposato and Anthony Sposato are
each a 50% general partner; 14,295 shares beneficially owned by the Trust, to
which Charles Sposato serves as the sole trustee; and 10,000 shares beneficially
owned by Anthony F. Sposato, Charles Sposato's brother. Charles Sposato dis-
claims beneficial ownership of those shares of Common Stock held by the Trust
other than for his benefit.
(4) Includes 5,493 shares allocated to executive officers under the ESOP as of
the Record Date. For information on the voting of ESOP shares, see
"Footnote (2)," above. Also includes 15,191 shares which may be received by
certain directors and executive officers upon the exercise of stock options which
are exercisable within 60 days of the Record Date.
</FN>
</TABLE>
-2-
<PAGE>
<PAGE>
PROPOSAL I -- ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors presently consists of ten
members. In connection with the acquisition of Columbian which
was completed on September 30, 1998, Directors Donald F. Angert
and Robert L. Johnson were added to the Company's Board of
Directors, and the Board was increased to its current size of
ten members. Effective with the Annual Meeting, the Board will
be increased in size to eleven members. Two new persons have
been nominated, in addition to the four current incumbent
directors, to serve as the Board of Directors' nominees. The
Company's Articles of Incorporation require that directors be
divided into three classes, as nearly equal in number as
possible, with approximately one-third of the directors elected
each year. The Board of Directors has nominated Doris P. Scott,
Howard B. Tome, Donald F. Angert and Robert L. Johnson, each of
whom are currently Directors, to serve as directors for a three-
year period; and Charles Sposato and Matthew G. Bathon, who are
not currently Directors, to serve as directors for an initial
two-year period. Current director William F. Burkley will
resign from the Board of Directors, effective as of the date of
the Annual Meeting, and will become a Director Emeritus for a
one-year period. Under Maryland law, directors are elected by a
plurality of all votes cast at a meeting at which a quorum is
present.
If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve. Any vacancy on the Board of Directors
resulting from death, resignation, retirement, disqualification,
removal from office or other cause, would be rectified, based on
the current intention of the Board of Directors, by the
reduction in the size of the Board of Directors to eliminate the
vacancy.
The following table sets forth the names of the Board of
Directors' nominees for election as directors. Also set forth is
certain other information with respect to each person's age, the
year he or she first became a director of Cecil Federal, (except
for Messrs. Angert and Johnson, which shows the first year they
became directors of Columbian) the expiration of his or her term
as a director of the Company, and the number and percentage of
shares of Common Stock beneficially owned.
<TABLE>
<CAPTION>
YEAR FIRST SHARES OF
ELECTED AS CURRENT COMMON STOCK
DIRECTOR OF TERM BENEFICIALLY PERCENT
AGE AT CECIL FEDERAL TO OWNED AT THE OF
NAME DECEMBER 31, 1999 OR COLUMBIAN EXPIRE RECORD DATE (1) CLASS
- ---- ------------------ ------------ -------- -------------- -------
BOARD NOMINEE FOR TERM TO EXPIRE IN 2002
<S> <C> <C> <C> <C> <C>
Doris P. Scott 73 1977 1999 12,732 2.1%
Howard B. Tome 75 1959 1999 6,732 1.1%
Donald F. Angert (2) 68 1968 1999 7,322 1.2%
Robert L. Johnson (2) 71 1988 1999 2,988 .5%
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
Charles Sposato (3)(4) 45 -- -- 58,556 9.6%
Matthew G. Bathon (3) 37 -- -- 36,000 5.9%
CURRENT DIRECTORS AND DIRECTORS CONTINUING IN OFFICE
William F. Burkley (5) 67 1959 1999 2,387 0.4%
Bernard L. Siegel 78 1959 2000 21,732 3.6%
Howard J. Neff 70 1969 2000 6,732 1.1%
Mary B. Halsey 37 1995 2000 18,656 (6) 3.1%
Michael J. Scibinico 85 1967 2001 10,232 1.7%
Thomas L. Foard 73 1959 2001 6,969 1.1%
</TABLE>
(footnotes on following page)
-3-
<PAGE>
<PAGE>
(continued from previous page)
________________________________
(1) For the definition of beneficial ownership, see Footnote (1)
to the table in "Voting Securities and Principal Holders
Thereof." Unless otherwise indicated, the named individual
exercises sole or shared voting or investment power over the
shares listed as beneficially owned by such person. Excludes
16,428 shares held by the ESOP which have not been allocated
to participating employees as of March 5, 1999 and over which
shares Directors Siegel, Scibinico and Burkley, as members of
the ESOP Committee and as ESOP Trustees, exercise shared
voting and investment power. Includes 0, 1,237, 6,220,
1,237, 0, 1,237, 413 and 1,237 shares which may be received
upon the exercise of stock options which are exercisable
within 60 days of March 5, 1999, for Directors Siegel, Neff,
Halsey, Scibinico, Foard, Burkley, Scott and Tome, respec-
tively.
(2) Mr. Angert and Mr. Johnson were appointed to the board of
Directors in connection with the Company's acquisition of
Columbian, on September 30, 1998.
(3) Mr. Sposato and Mr. Bathon are new nominees.
(4) Under Section 13(d)3 of the Securities Exchange Act of 1934,
the individual listed in this footnote (4) may be deemed to
constitute a "group." Includes 4,433 shares beneficially
owned by Charles Sposato; 4050 shares owned by Bay Ace
Hardware, of which Charles Sposato is sole stockholder;
25,778 shares beneficially owned by Anchar, a Maryland
general partnership of which Charles Sposato and Anthony
Sposato are each a 50% general partner; 14,295 shares
beneficially owned by the Trust, to which Charles Sposato
serves as the sole trustee; and 10,000 shares beneficially
owned by Anthony F. Sposato, Charles Sposato's brother.
Charles Sposato disclaims beneficial ownership of those
shares of Common Stock held by the Trust other than for his
benefit.
(5) Mr. Burkley will resign from the Board of Directors,
effective as of the date of the Annual Meeting, and will
become a Director Emeritus for a one-year period.
(6) Includes 2,755 shares allocated to Ms. Halsey under the ESOP
as to which she has voting power but no investment power.
The principal occupation of the directors and executive
officers of the Company, as well as information regarding the
new nominees, is set forth below. All directors and nominees
have held their present positions for at least five years, and
reside in Elkton, Maryland, unless otherwise stated.
DORIS P. SCOTT is an attorney in her own private practice.
Mrs. Scott also serves on the board of directors of Family
Services of Cecil County, Incorporated. Mrs. Scott is Chairman
of the Second Circuit Judicial Nominating Commission. In
addition, she is a past member of the Board of Governors of the
Maryland Bar Association and currently serves on several
committees of such Association.
HOWARD B. TOME, a founding director of Cecil Federal, is a
retired real estate broker. He was self-employed from 1950 to
1988. He also served as President of the Maryland Appraisal
Institute, Inc. from 1956 to 1988. Mr. Tome is a member of the
American Legion, the American Lung Association and the Conowingo
Baptist Church. He resides in Rising Sun, Maryland.
DONALD F. ANGERT was formerly the President and majority
stockholder of Angert, Inc., for 21 years, a retail business
with stores located in Harford County, Maryland. He became
President of Columbian in January 1989, and has been Chairman of
Columbian since 1994 in which capacity he presides at all
meetings of Columbian's Board of Directors, appoints the Board
Committees, and serves on an as-needed basis for the management
of Columbian. He was appointed to the Board of Directors of the
Company in 1998 in connection with the Company's acquisition of
Columbian. Mr. Angert is a resident of Havre de Grace,
Maryland.
ROBERT L. JOHNSON is retired from his previous employment by
an agency of the United States Government located in Harford
County, Maryland, by whom he had been employed since 1953. He
was appointed to the Board of Directors of the Company in 1998
in connection with the Company's acquisition of Columbian. Mr.
Johnson is a resident of Havre de Grace, Maryland.
CHARLES F. SPOSATO is owner and president of Bay Ace
Hardware, Inc. and Choice Ballooning, Inc. as well as president
of CECO Utilities, Inc. and Manchester Development, Inc. In
1995 Mr. Sposato was recognized in Who's Who in Executives &
Business. He has served as president of the Cecil County Home
Builders Association and as director of the Home Builders
Association of Maryland. Mr. Sposato serves as Chairman of the
Board of Union Hospital Ventures, Inc. as well as being a member
of the Union Hospital finance committee. He serves on the
Chesapeake Hospice Foundation board of directors and as a
Trustee of Mount Aviat Academy. Mr. Sposato is a member of the
-4-
<PAGE>
<PAGE>
Knights of Columbus and the Cecil County, Elkton and North East
Chambers of Commerce. Mr. Sposato has also attended the
Maryland Bankers School. He resides in Elkton, Maryland.
MATTHEW G. BATHON is an attorney with the Elkton law firm of
Bathon and Bathon, P.A., a general practice law firm. Mr.
Bathon is also an owner of Bentley's Restaurant and Banquet
Facilities located in Elkton. He currently serves as Secretary
of Northern Chesapeake Hospice Foundation and is a member of its
Board of Directors. Additionally, Mr. Bathon serves as a
Trustee of Mt. Aviat Academy and is a Board Member of the Cecil
County Chapter of the American Red Cross. He resides in Elkton,
Maryland.
WILLIAM F. BURKLEY is a founding director of Cecil Federal
and has served as Vice President since 1959. He is a self-
employed realtor and insurance agent. Mr. Burkley also served
on the board of directors of the Union Hospital in Elkton and is
a member of the Elkton Kiwanis Club and is a member and past
president of the Elkton Chamber of Commerce. He has previously
served as the Chairman of the Maryland Department of
Transportation and as a member of the Maryland Department of
Economic and Employment Commission. Mr. Burkley was a member of
the Maryland House of Delegates from 1954 to 1962. Mr. Burkley
will resign from the Board of Directors, effective as of the
date of the Annual Meeting, and will become a Director Emeritus
for a one-year period.
BERNARD L. SIEGEL is a founding director of Cecil Federal
and was appointed Chairman of the Board in 1994. He is
President of both Colonial Jewelers in Elkton and the Bellos
Diamond Center in Harrisburg, PA. He was Chairman of the
Building Fund of the original Elkton YMCA, a recipient of the
YMCA Award of Service to Youth and serves as a Life Member of
its board of directors. Mr. Siegel has served as past President
of the Elkton Chamber of Commerce and Treasurer of the Maryland
Council of Retail Merchants and has volunteered for the Red
Cross and United Way. Mr. Siegel currently serves on the board
of the Kutz Home for the Elderly. He resides in Wilmington,
Delaware.
HOWARD J. NEFF has owned and operated Perryville Oil
Company, an oil distributor, since 1954. Mr. Neff serves as
Chairman of the Board of Trustees of the Perryville United
Methodist Church. He resides in Perryville, Maryland.
MARY B. HALSEY became President and Chief Executive Officer
of the Company and Cecil Federal in July 1995. Ms. Halsey
joined Cecil Federal in 1980 and has been employed in various
capacities since that time, including the positions of Chief
Operating Officer and Principal Financial and Accounting
Officer, which she held from 1993 until becoming President and
Chief Executive Officer in 1995. Ms. Halsey is a director and
officer of the Southeastern Conference of Community Bankers,
Inc., currently holding the position of President. Ms. Halsey
has also been appointed to several committees of the national
thrift association, America's Community Bankers. Ms. Halsey is
a director of the Maryland Bankers Association. In 1997, Ms.
Halsey was appointed to the Maryland Governor's Task Force to
study bank charter modernization, a position that she will hold
for 2 years. Ms. Halsey currently serves as Treasurer of the
Union Hospital of Cecil County Health System, Inc., and as
Trustee of Mt. Aviat Academy. She has previously served as Vice
President and Director of the North East Chamber of Commerce and
Director of the YMCA of Cecil County, Maryland. She resides in
Rising Sun, Maryland.
MICHAEL J. SCIBINICO is president of Central Printing and
Office Supply, Inc. and has served as Treasurer of Cecil Federal
since 1974 and Chairman of the Board from 1969 to 1972. He also
is a member of the Elkton Kiwanis Club.
THOMAS L. FOARD, a founding director of Cecil Federal, is a
self-employed farmer and has served as Secretary of Cecil
Federal since 1969 and as Secretary of the Company since its
incorporation in 1994. He also has served on the board of
directors and as Vice President of Bethel Cemetery for the past
20 years. Mr. Foard resides in Chesapeake City, Maryland.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information regarding the
executive officers of the Company, Cecil Federal and Columbian,
who presently do not serve on the Board of Directors.
-5-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AGE AT
NAME DECEMBER 31, 1998 TITLE
---- ----------------- -----
<S> <C> <C>
Brian J. Hale 39 Senior Vice
President/Chief
Operating Officer of
Cecil Federal
Sandra D. Feltman 49 Vice President/Director
of Lending of Cecil
Federal
Kathleen Guzzo 51 Vice President/Director
of Columbian Bank
</TABLE>
BRIAN J. HALE is Senior Vice President/Chief Operating
Officer of Cecil Federal. Before joining Cecil Federal, Mr.
Hale was employed at County Banking and Trust Company, Elkton,
Maryland for 16 years in various capacities, finally as
Assistant Vice President in charge of loan operations. Since
joining Cecil Federal in 1995, Mr. Hale's responsibilities as
Chief Operating Officer include the administration of all
lending, savings, and operational activities of Cecil Federal.
Mr. Hale is currently a Director of the United Way of Cecil
County.
SANDRA D. FELTMAN is Vice President/Director of Lending of
Cecil Federal. Ms. Feltman has previously served in various
capacities since joining Cecil Federal in 1972 and has served in
her present capacity as Director of Lending since 1982. Her
responsibilities include carrying out Cecil Federal's lending
policies and acting as the Community Reinvestment Act Officer.
Ms. Feltman has previously served as the President and Director
of the Greater Elkton Chamber of Commerce as well as a member in
the committee to select a new Elkton Police Chief and the
Teacher Recruitment/Retention Committee. She also participates
in various activities for the Business and Education Partnership
Advisory Council. Ms. Feltman is currently the Chairman of the
Finance Committee of the Cecil County Board of Realtors. Ms.
Feltman is also a director of the Cecil County Home Builders
Association.
KATHLEEN G. GUZZO has been employed by Columbian since
October of 1984, serving in the capacity of Vice President and
has served as director of Columbian since 1985. In her position
as Vice President of Operations, Mrs. Guzzo is responsible for
managing the daily operations of Columbian pursuant to the
policies and procedures established by the Board of Directors.
She is also the principal accounting and financial officer.
Prior to joining Columbian, Mrs. Guzzo served as Executive Vice
President and a director of Northfield Federal Savings,
Baltimore County, Maryland from 1976 to 1984. Before joining
Northfield, Mrs. Guzzo was associated with Calvert Savings and
Loan serving in various capacities since 1966.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company holds quarterly
meetings and special meetings, as necessary. Prior to the
acquisition of Columbian, the Company met bi-monthly. During
the year ended December 31, 1998, the Board of Directors of the
Company met 20 times. No director attended fewer than 75% of
the total number of meetings of the Board of Directors of the
Company held during fiscal 1998 and the total number of meetings
held by all committees on which the director served during such
year.
The Audit Committee, composed of Directors Neff, Siegel and
Scibinico meets with the Company's independent auditors in
connection with the Company's annual audit and reviews the
Company's accounting and financial reporting policies and
practices. The Audit Committee met one time during fiscal 1998.
The entire Board of Directors serves as the Nominating
Committee, and met once in its capacity as the Nominating
Committee during 1998 to make nominations for the Annual
Meeting.
-6-<PAGE>
<PAGE>
The Company does not have an Executive Committee as the full
Board of Directors meets significantly often to conduct company
business.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash
compensation for each of the last three fiscal years awarded to
or earned by Mary B. Halsey, Chief Executive Officer of the
Company. No other executive officer received salary and bonus
in excess of $100,000 during the fiscal year ended December 31,
1998.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ ----------------------- -------
NAME AND OTHER RESTRICTED SECURITIES
PRINCIPAL ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION(1)
- --------- ---- ------ ----- ------------ ---------- ---------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mary B. Halsey 1998 $105,000 $23,888 (2) $ -- $22,630 (3) $ -- $ -- $18,452
President, Chief 1997 95,000 19,885 (2) -- 16,371 (3) -- -- 15,868
Executive Officer 1996 85,000 17,621 -- 14,445 -- -- 13,378
<FN>
___________
(1) For 1998 -- includes an automobile allowance of $750 and a pension plan contribution of $17,702 for
1997 -- includes an automobile allowance of $750 and a pension plan contribution of $15,118; for
1996 -- includes an automobile allowance of $750 and a pension plan contribution of $12,626. Does
not include 856 shares allocated to Ms. Halsey under the ESOP in 1998 with a value of $25.25 per
share, or $21,614; 736 shares allocated under the ESOP to Ms. Halsey in 1997 with a value of $20.50
per share or $15,088; and 676 shares allocated to Ms. Halsey under the ESOP in 1996 with a value of
$15.50 per share, or $10,478. (Share values are based on then current trades in the Common Stock)
(2) Represents $23,888 and $19,885 for fiscal 1998 and 1997, respectively, paid pursuant to the Company's
Incentive Compensation Plan.
(3) Represents 963 shares of restricted stock under the Management Recognition Plan, with a market value
of $23.50 per share on the date of vesting for fiscal 1998; and 963 shares of restricted stock under
the Management Recognition Plan, with a market value of $17.00 per share on the date of vesting for
fiscal 1997.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES
Set forth below is information concerning options exercised
during the year ended December 31, 1998 and the value of options
held at the end of the fiscal year by Mary B. Halsey, Chief
Executive Officer of the Company. No options were granted
during fiscal 1998, and no SARs have been granted.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR-END AT YEAR-END (2)
--------------------- ---------------------
SHARES ACQUIRED VALUE (EXERCISABLE/ (EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE) UNEXERCISABLE)
- ---- --------------- -------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Mary B. Halsey 1,000 $12,630 (1) 6,220 $65,902.50
<FN>
_____________
(1) Represents the difference between the exercise price per share ($11.00) and the market
price of $23.63 on the date of exercise.
(2) Represents market price per share at end of fiscal year 1998 ($23.625 on December 31,
1998) less option exercise price per share ($11.00).
</FN>
</TABLE>
DIRECTOR COMPENSATION
GENERAL. During the fiscal year ended December 31, 1998,
each non-employee member of the Company's Board of Directors was
paid an annual retainer of $2,400 plus a fee of $150 per board
meeting attended. Directors who are full-time employees do not
receive additional fees for serving as directors. Non-employee
directors also receive
-7-<PAGE>
<PAGE>
a fee of $50 per committee meeting attended. Each non-employee
member of the Board of Directors received a $2,115 bonus during
fiscal 1998 pursuant to the Company's Incentive Compensation
Plan, except for new directors Angert and Johnson, who each
received $658. See "Incentive Compensation Plan.
DIRECTORS' RETIREMENT PLAN. In connection with its
Conversion to stock form, Cecil Federal adopted the Cecil
Federal Savings Bank Retirement Plan for Outside Directors (the
"Directors Plan") for its non-employee directors. Upon
retirement, a participant in the Directors' Plan receives a
monthly benefit, for 120 months, equal to the product of his or
her "Benefit Percentage," his or her "Vested Percentage," and
$500. A participant's "Benefit Percentage" is based on his or
her overall years of service on the Board of Directors of Cecil
Federal and increases in increments of 20% from 0% for less than
5 years of service, to 20% for 5 years or more of service, to
40% for 10 years or more of service, to 60% for 15 years or more
of service, to 80% for 20 years or more of service, to 100% for
25 or more years of service. A participant's "Vested
Percentage" equals 0% initially, and increases by 10% per year
for 10 years, and becomes 100% if the participant completes 10
years of service following the Conversion to stock form, or the
date the director joined the Board. However, in the event a
participant terminates service on the Board due to "disability"
or "change in control" (as such terms are defined in the
Directors' Plan), the participant's Vested Percentage becomes
100% regardless of his or her years of service. If the
participant dies, his or her surviving spouse will receive an
amount equal to 50% of the benefits that would have been paid to
the participant under the Directors' Plan if the participant (i)
had survived to collect the full benefits payable (provided that
these payments had commenced prior to the participant's death),
and (ii) had a Vested Percentage equal to 100%, but only if the
participant had not both terminated service on the Board prior
to his or her death, and then had a Vested Percentage below 100%
(with no payments being otherwise made). Cecil Federal
contributed $45,000 to the Directors' Plan in 1988 to cover
projected payments under the plan.
INCENTIVE COMPENSATION PLAN
Effective January 1, 1994, the Company's Board of Directors
adopted the Cecil Bancorp, Inc. Incentive Compensation Plan (the
"Incentive Compensation Plan"). The Incentive Compensation Plan
is administered by a committee (the "Incentive Compensation
Committee") consisting of Directors Burkley, Scibinico, and
Siegel. The Incentive Compensation Plan authorizes the
Incentive Compensation Committee to select key employees who
will be eligible to receive annual cash bonuses ("Bonuses").
Directors of the Company who are not employees `utomatically
participate in the Incentive Compensation Plan.
The mathematical formula set forth in the Incentive
Compensation Plan and summarized below determines the amount of
incentive compensation that participants may receive in bonuses.
Nevertheless, the Incentive Compensation Committee may in its
discretion determine, by resolution adopted before the first
day of any calendar year, to reduce the amounts payable to
employees in the form of Bonuses. Absent such action with
respect to employees, for each calendar year in which the
Incentive Compensation Plan is in effect, each non-employee
director and each key employee selected for participation will
receive a Bonus in an amount equal to 7% of the participant's
base annual compensation, times a "Multiplier" calculated as the
sum of: (i) the percentage by which the Company's and the Bank's
return-on-assets ("ROA") exceeds .50, and (ii) one half of the
percentage by which 1.1% exceeds the Company's and the Bank's
nonperforming loans (loans over 90 days delinquent and real
estate owned) as a percentage of total assets ("NPA"). In no
event will the Multiplier be less than zero. The Multiplier
will be increased by .4 for any year in which the Bank receives
an OTS Safety and Soundness CAMEL Rating of 1 or 2, and will be
increased by an additional .4 for any year in which the
Company's and the Bank receives an OTS Safety and Soundness
CAMEL Rating of 1. The Incentive Compensation Committee may
adjust the Company's ROA or NPA to take into account
extraordinary financial events. The aggregate amount of Bonuses
payable for any calendar year will be proportionately reduced
(to zero, if necessary) to the extent that the payment would
cause the Company's and the Bank to cease to be a "well-
capitalized" institution for the year. Bonuses are payable from
the Company's general assets. During fiscal 1998, due to
extraordinary financial changes resulting from the merger with
Columbian, the Board of Directors determined to separately
evaluate the performance of the subsidiary banks, Cecil Federal
and Columbian in applying this criteria to determine bonuses
awarded for the 1998 fiscal year.
-8-
<PAGE>
<PAGE>
The Incentive Compensation Plan has an indefinite term. The
Company has the right at any time to terminate or amend the
Incentive Compensation Plan in any manner and for any reason;
provided, that no amendment or termination shall, without the
consent of the participant or, if applicable, the participant's
beneficiary, adversely affect such participant's or benefi-
ciary's rights with respect to benefits accrued as of the date
of such amendment or termination. For the fiscal year ended
December 31, 1998, Ms. Halsey received a bonus of $23,888,
and each non-employee director received a bonus of $2,115,
except for directors Angert and Johnson, who each received $658,
pursuant to the Incentive Compensation Plan.
EMPLOYMENT AGREEMENTS
The Company and Cecil Federal, together, have entered into
separate employment agreements (the "Employment Agreements")
with Mary B. Halsey (the "Employee"), who is President and Chief
Executive Officer of the Company and Cecil Federal. In her
capacity as President and Chief Executive Officer, the Employee
is responsible for overseeing all operations of Cecil Federal
and the Company, and for implementing the policies adopted by
Cecil Federal and the Company's Boards of Directors.
The Employment Agreements became effective on the date of
completion of the conversion of Cecil Federal from mutual to
stock form and provide for a term of three years, with an annual
base salary being payable to the Employee by Cecil Federal,
which is currently in the amount of $105,000. In lieu of
paying the Employee additional salary, the Company is agreeing
to be jointly and severally liable for Cecil Federal's
obligations under its Employment Agreement. On each anniversary
date from the date of commencement of the Employment Agreement,
the term of the agreement may be extended for an additional
one-year period beyond the then effective expiration date, upon
a determination by Cecil Federal's Board of Directors that the
performance of the Employee has met the required performance
standards and that the Employment Agreement may be extended.
The Employment Agreements provide the Employee with a salary
review by the Board of Directors not less often than annually,
as well as with inclusion in any discretionary bonus plans,
retirement, and medical plans, customary fringe benefits and
vacation and sick leave. The Employment Agreements will
terminate upon the Employee's death or disability, and is
terminable by Cecil Federal or the Company for "just cause" as
defined in the Employment Agreements. In the event of
termination for just cause, no severance benefits are available.
If Cecil Federal or the Company terminates an Employee without
just cause, the Employee will be entitled to a continuation of
her salary and benefits from the date of termination through the
remaining term of the Employment Agreement. If an Employment
Agreement is terminated due to the Employee's "disability" (as
defined in the Employment Agreements), the Employee will not be
entitled to a continuation of her salary and benefits following
such termination. In the event of the Employee's death during
the term of an Employment Agreement, her estate will be entitled
to receive her salary through the last day of the month in which
death occurs. The Employees is able to voluntarily terminate
their Employment Agreements by providing 60 days written notice
to the Boards of Directors of Cecil Federal and the Company, in
which case an Employee is entitled to receive only her
compensation, vested rights, and benefits up to the date of
termination.
The Employment Agreements contain provisions stating that in
the event of the Employee's involuntary termination of employ-
ment in connection with, or within one year after, any change in
control (as defined in Cecil Federal's Retirement Plan for
Non-Employee Directors), other than for "just cause," the
Employee will be paid within 10 days of such termination an
amount equal to the difference between (i) 2.99 times his "base
amount," as defined in Section 280G(b)(3) of the Internal
Revenue Code, and (ii) the sum of any other parachute payments,
as defined under Section 280G(b)(2) of the Internal Revenue
Code, that the Employee receives on account of the change in
control. The Employment Agreements provide for a lump sum
payment to be made in the event of the Employee's voluntary
termination of employment within one year following a change
in control, upon the occurrence, or within 90 days thereafter,
of certain specified events following the change in control,
which have not been consented to in writing by the Employee,
including (i) the requirement that the Employee perform her
principal executive functions more than 35 miles from Cecil
Federal's current primary office, (ii) a reduction in the
Employee's base compensation as then in effect, (iii) the
failure of Cecil Federal to maintain existing or substantially
similar employee benefit plans, including material
-9-<PAGE>
<PAGE>
vacation, fringe benefits, stock option, and retirement plans,
(iv) the assignment to the Employee of duties and responsi-
bilities which are other than those normally associated with her
position with Cecil Federal, (v) a material reduction in the
Employee's authority and responsibility, and (vi) the failure to
re-elect the Employee to Cecil Federal's Board of Directors,
provided that the Employee is serving on such Board on the date
of the change in control. The aggregate payments that would
be made to Ms. Halsey assuming her termination of employment
under the foregoing circumstances at December 31, 1998 would
have been approximately $313,950. These provisions may have an
anti-takeover effect by making it more expensive for a potential
acquiror to obtain control of Cecil Federal. In the event that
the Employee prevails over Cecil Federal or the Company in a
legal dispute as to an Employment Agreement, she will be
reimbursed for legal and other expenses.
The Employment Agreements include the following definitions:
(i) "Disability" means a physical or mental infirmity which
impairs the Employee's ability to substantially perform her
duties under the Agreement and which results in the Employee
becoming eligible for long-term disability benefits under the
Company's long-term disability plan (or, if Cecil Federal has no
such plan in effect, which impairs the Employee's ability to
substantially perform her duties under the Agreement for a
period of one hundred eighty (180) consecutive days); (ii)
termination for "Just Cause" means termination because of, in
the good faith determination of the Board, the Employee's
personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses)
or final cease-and-desist order, or material breach of any
provision of the Agreement; and (iii) "change in control" has
the same meaning as in effect under Cecil Federal's Retirement
Plan for Non-Employee Directors.
TRANSACTIONS WITH MANAGEMENT
Loans above the greater of $25,000 or 5% of Cecil Federal's
or Columbian's capital and surplus, to directors, officers and
employees must be approved in advance by a disinterested
majority of the Board of Directors. Cecil Federal makes real
estate loans to directors, officers and employees on substan-
tially the same terms and rates as those which are available to
the general public. Further, private mortgage insurance is
required for all loans when the loan-to-value ratio is over 80%.
During fiscal 1998, no executive officer, director or associate
of such person had a loan outstanding with a balance in excess
of $60,000, which loan had preferential terms.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Simon, Master & Sidlow, P.A., which was the Company's
independent auditing firm for the 1998 fiscal year, has been
retained by the Board of Directors to be the Corporation's
independent auditors for the 1999 fiscal year. A representative
of Simon, Master & Sidlow, P.A. is expected to be present at the
Annual Meeting to respond to stockholders' questions and will
have the opportunity to make a statement if he or she so
desires.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers and directors and all persons who own
more than 10% of the Common Stock ("Reporting Persons") are
required to file reports detailing their ownership and changes
of ownership in the Common Stock and to furnish the Company with
copies of all such ownership reports that are filed. Based
solely on the Company's review of copies of such ownership
reports which it has received in the past fiscal year or with
respect to the past fiscal year, or written representations
from the Reporting Persons that no annual report of changes in
beneficial ownership were required, the Company believes that
during fiscal year 1998 all Reporting Persons have complied with
these reporting requirements.
-10-<PAGE>
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this proxy statement. However, if any other matters
should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect
thereof in accordance with the determination of a majority of
the Board of Directors.
MISCELLANEOUS
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of
Common Stock. In addition to solicitations by mail, directors,
officers and regular employees of the Company may solicit
proxies personally or by telegraph or telephone without
additional compensation therefor.
The Company's annual report to stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such annual report
may obtain a copy by writing to the Secretary of the Company.
Such annual report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's main office at 127 North Street,
Elkton, Maryland 21922-5547, no later than November 22, 1999.
Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
Stockholder proposals to be considered at the Annual
Meeting, other than those submitted pursuant to the Exchange
Act, must be stated in writing, delivered or mailed to the
Secretary of the Company, not less than thirty days nor more
than sixty days prior to the date of the Annual Meeting. If
less than forty days' notice of the meeting is given to
stockholders, such notice shall be delivered or mailed to the
Secretary not later than the close of business on the tenth day
following the day on which notice of the meeting was mailed to
stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas L. Foard
THOMAS L. FOARD
SECRETARY
Elkton, Maryland
March 22, 1999
FORM 10-KSB
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1998 AS FILED WITH THE SEC WILL
BE FURNISHED WITHOUT CHARGE TO EACH STOCKHOLDER AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO THE SECRETARY, CECIL BANCORP, INC.,
P.O. BOX 568, 127 NORTH STREET, ELKTON, MARYLAND 21922-5547.
-11-<PAGE>
<PAGE>
REVOCABLE PROXY
CECIL BANCORP, INC.
ELKTON, MARYLAND
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999
The undersigned hereby appoints Bernard L. Siegel, Thomas L.
Foard and Mary Beyer Halsey with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of Cecil Bancorp, Inc. which the
undersigned is entitled to vote at the annual meeting of
stockholders, to be held at Bentley's, Elkton, Maryland on
Wednesday, April 21, 1999 at 9:00 a.m. (the "Annual Meeting"),
and at any and all adjournments thereof, as follows, and in
accordance with the determination of a majority of the Board of
Directors with respect to other matters which come before the
Annual Meeting:
VOTE
FOR WITHHELD
--- --------
1. The election as directors
of all nominees listed
below (except as marked to
the contrary below). [ ] [ ]
For three year terms:
--------------------
Doris P. Scott
Howard B. Tome
Donald F. Angert
Robert L. Johnson
For initial two year terms:
--------------------------
Charles F. Sposato
Matthew G. Bathon
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE
LINE PROVIDED BELOW.
--------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES LISTED ABOVE.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD
OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS
THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSONS AS
DIRECTORS WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD
CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE
ANNUAL MEETING.<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
annual meeting or at any adjournment thereof and after
notification to the Secretary of the Company at the Annual
Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be
deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of Notice of the Annual
Meeting, a proxy statement dated March 22, 1999 and an Annual
Report to Stockholders for the 1998 fiscal year.
Dated: ______________, 1999
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN
THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE.
