SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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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
[ ] Soliciting Material Under 240.14a-12
.. . . . . . . . . . . . . WESBANCO, INC. . . . . . . . . . . . . . . .
(Name of Registrant as Specified in Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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[WESBANCO LOGO]
March 14, 2003
Dear Shareholder:
You will find enclosed the Notice of Meeting, Proxy
Statement and Proxy Card for the Annual Meeting of Shareholders
of Wesbanco, Inc., which will be held on Wednesday, April 16,
2003, at the Ramada Plaza City Center Hotel, 1200 Market Street,
Wheeling, West Virginia, beginning at 4:00 p.m.
Please review the enclosed material and complete, sign,
date and return the Proxy Card regardless of whether you plan to
attend the Annual Meeting, so that the matters coming before the
meeting can be acted upon. Alternatively, if you hold shares of
Wesbanco common stock directly in your name, you may vote over
the Internet or by telephone by following the instructions set
forth on the Proxy Card. Also enclosed is an attendance card.
Please fill out and return this card only if you plan to attend
the meeting in person.
We look forward to meeting our shareholders and welcome the
opportunity to discuss the business of your company with you.
Very truly yours,
PAUL M. LIMBERT
PML/mmr
Enclosure
[WESBANCO LOGO]
WESBANCO, INC.
One Bank Plaza
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
April 16, 2003
TO THE STOCKHOLDERS OF WESBANCO, INC.:
The Annual Meeting of the Stockholders of Wesbanco, Inc.
will be held at the Ramada Plaza City Center Hotel, 1200 Market
Street, Wheeling, West Virginia, 26003, on Wednesday, April 16,
2003, at 4:00 p.m. E.D.T.
The purposes of the meeting are as follows:
(1) To elect eight (8) persons to the Board
of Directors, seven (7) persons to serve for a
term of three (3) years, and one (1) person to
serve for a term of two (2) years.
(2) To consider and act upon such other
matters as properly may come before the meeting or
any adjournment thereof.
The Board of Directors recommends a vote in favor of the
nominees. The holders of the common stock of the Corporation as
of the close of business on March 7, 2003, are entitled to vote
at the meeting.
You are requested to sign and date the enclosed form of
Proxy and return it in the enclosed postage-paid envelope at
your earliest convenience. As indicated in the accompanying
Proxy Statement, proxies may be revoked at any time prior to the
voting thereof. Alternatively, if you hold shares of Wesbanco
common stock directly in your name, you may vote over the
Internet or by telephone by following the instructions set forth
in the Proxy Card.
By order of the Board of Directors.
LARRY G. JOHNSON
Secretary
Wheeling, West Virginia
March 14, 2003
PROXY STATEMENT
OF
WESBANCO, INC.
One Bank Plaza
Wheeling, West Virginia 26003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 2003
-----------------------------------
This statement is furnished to the stockholders of
Wesbanco, Inc. ( the "Corporation") in connection with the
solicitation of proxies to be used in voting at the annual
meeting of the stockholders of the Corporation (the "Annual
Meeting"), which will be held at the Ramada Plaza City Center
Hotel, 1200 Market Street, Wheeling, West Virginia, 26003, at
4:00 p.m. E.D.T. on Wednesday, April 16, 2003. This statement
is being mailed to the stockholders on or about March 14, 2003.
Wesbanco, Inc. is the parent company and the holder of all
of the outstanding shares of the capital stock of Wesbanco Bank,
Inc., Wheeling, West Virginia. The Corporation also maintains
two other operating entities, namely, Wesbanco Securities, Inc.,
Marietta, Ohio, and Wesbanco Insurance Services, Inc.,
Shinnston, West Virginia.
Proxies
-------
The proxies are solicited by the Board of Directors of the
Corporation, and the cost thereof is being borne by the
Corporation. Employees and Directors of the Corporation and its
subsidiaries may follow up on this written solicitation by
telephone or other methods of communication.
Proxies may be revoked by the stockholders who execute them
at any time prior to the exercise thereof by written notice to
the Corporation, or by announcement at the Annual Meeting.
Unless so revoked, the shares represented by all proxies will be
voted, by the persons named in the proxies, at the Annual
Meeting and all adjournments thereof, in accordance with the
specifications set forth therein, or, absent such
specifications, in accordance with the discretion of the holders
of such proxies.
Alternatively, if shares of the Corporation's common stock
are registered in a stockholder's name, such stockholder may
vote over the Internet or by telephone by following the
instructions set forth on the Proxy Card.
Delivery of Proxy Materials to Households
-----------------------------------------
Annually, the Corporation mails to each registered
stockholder at a shared address, not previously notified, a
separate notice of its intention to household proxy materials.
Beneficial stockholders (those who hold common shares through a
financial institution, broker or other record holder) are
notified of the householding process by the record holder.
Those registered and beneficial stockholders who are eligible
and have not opted-out (as defined below) of the householding
process will receive one copy of the Corporation's Annual Report
to Stockholders and one copy of this Proxy Statement for the
year 2002. A separate proxy card and a separate notice of the
meeting of stockholders will continue to be included for each
account at the shared address.
Registered stockholders who reside at a shared household
and who would like to receive a separate Annual Report and/or a
separate Proxy Statement (to "opt-out"), or have questions
regarding the householding process, may contact the
Corporation's transfer agent and registrar by calling (800) 837-
2755 or forwarding a written request addressed to Corporate
Trust Services, MD 10AT66-3212, 38 Fountain Square Plaza,
Cincinnati, OH 45263. Promptly upon request, a separate Annual
Report and/or separate Proxy Statement will be sent. By
contacting the transfer agent, registered stockholders sharing
an address can also request delivery of a single copy of annual
reports or proxy statements if they are receiving multiple
copies. Beneficial stockholders should contact their brokers,
financial institutions, or other record holder for specific
information on the householding process as it applies to those
accounts.
Stock Outstanding and Voting Rights
-----------------------------------
The authorized capital stock of the Corporation consists of
50,000,000 shares of common stock with a par value of $2.0833
per share, and 1,000,000 shares of preferred stock without par
value. Of the 50,000,000 shares of authorized common stock, as
of March 4, 2003, there were 20,273,717 shares issued and outstanding.
There are no shares of preferred stock outstanding.
1
The authorized shares of preferred stock of the Corporation
may be issued in one or more classes or series with such
preferences and voting rights as the Board of Directors may fix
in the resolution providing for the issuance of such shares.
The issuance of shares of preferred stock could affect the
relative rights of the common stock. Depending upon the exact
terms, limitations and relative rights and preferences, if any,
of the shares of preferred stock as determined by the Board of
Directors of the Corporation at the time of issuance, the
holders of preferred stock may be entitled to a higher dividend
rate than that paid on the common stock, a prior claim on funds
available for the payment of dividends, a fixed preferential
payment in the event of liquidation and dissolution of the
corporation, redemption rights, rights to convert their
preferred stock into shares of the common stock, and voting
rights which would tend to dilute the voting control of the
Corporation by the holders of Wesbanco common stock.
A quorum is required to conduct business at the Annual
Meeting. A majority of the outstanding shares of the
Corporation present in person or represented by proxy
constitutes a quorum. Abstentions, votes withheld and shares
represented by broker non-votes are counted in determining
whether a quorum is present.
Stockholders of record as of the close of business on March
7, 2003, will be entitled to vote at the Annual Meeting. Each
stockholder will be entitled to one vote for each share of
common stock held, as shown by the records of the Corporation at
that time. Cumulative voting in the election of Directors is
permitted by West Virginia statutory provisions, and the
exercise of that right is not subject to any condition
precedent. Each stockholder is entitled to as many votes as
shall equal the number of his shares of common stock multiplied
by the number of Directors to be elected within each class, and
he may cast all of such votes for a single Director or he may
distribute them among the number to be voted for as he may see
fit.
To the best of management's knowledge, Wesbanco Trust and
Investment Services, the Trust Department of Wesbanco Bank, Inc.
(the "Bank"), Bank Plaza, Wheeling, West Virginia, 26003, is the
only holder or beneficial owner of more than 5% of the common
stock of the Corporation. As of March 4, 2003, 2,208,376 shares
of the common stock of the Corporation, representing 10.89% of
the total shares outstanding, were held in various capacities in
the Trust Department. Of these shares, the Bank does not have
voting control of 862,707 shares, representing 4.26% of the
shares outstanding, has partial voting control of 22,747 shares,
representing 0.11% of the shares outstanding, and sole voting
control of 1,322,922 shares, representing 6.53% of the shares
outstanding. In accordance with its general practice, shares of
the common stock of the Corporation over which the Bank has sole
voting control will be voted in accordance with the
recommendations of the Bank management. Shares over which the
Bank has partial voting control will be similarly voted if the
Bank has the concurrence of the co-fiduciary or co-fiduciaries.
The following table lists each stockholder known to the
Corporation to be the beneficial owner of more than 5% of the
Corporation's common stock as of March 4, 2003, as more fully
described above:
Principal Holders
-----------------
Name &
Address of Amount and Nature
Title of Beneficial of Beneficial Percent
Class Owner Ownership of Class
------ ------------------ ------------------ --------
Common Wesbanco Trust and
Investment Services
One Bank Plaza
Wheeling, WV 26003 2,208,376* 10.89%
*Nature of beneficial ownership more fully described in text
immediately preceding table.
Ownership of Securities by Directors, Nominees and Officers
-----------------------------------------------------------
The following table sets forth the number of shares of the
common stock beneficially owned by each nominee, each continuing
director and each officer of the Corporation named in the
Summary Compensation Table, except Dennis P. Yaeger, retired,
and all of its executive officers and directors as a group as of
March 4, 2003. There is no other class of voting securities
issued and outstanding.
2
Sole Voting Shared Voting
Name of and Investment and/or Investment Percent
Beneficial Owner Authority Authority of Class
---------------- -------------- ----------------- --------
James E. Altmeyer 12,657 *
Ray A. Byrd (Nominee) 30,652 (1) *
R. Peterson Chalfant 52,785 46,489 (2) *
John H. Cheffy 11,301 3,349 (3) *
Christopher V. Criss 51,391 (4) 113,383 (4) *
James D. Entress (Nominee) 26,111 (5) *
Abigail M. Feinknopf 16,500 127,602 (6) *
Ernest S. Fragale (Nominee) 60,707 (7) *
James C. Gardill 55,237 (8) *
Edward M. George (Nominee) 17,980 (9) *
Roland L. Hobbs 25,311 (10) *
John W. Kepner 5,576 (11) *
Paul M. Limbert (Executive
Officer) 14,312 (12) *
Jay T. McCamic (Nominee) 15,082 (13) 127,601 (13) *
William E. Mildren, Jr. 165,507 (14) *
Kristine N. Molnar (Executive
Officer) 2,476 (15) 250 (15) *
John W. Moore, Jr. (Executive
Officer) 5,369 (16) *
Jerome B. Schmitt (Executive
Officer) 6,869 (17) *
Joan C. Stamp 19,825 (18) *
Carter W. Strauss (Nominee) 36,698 (19) *
Reed J. Tanner (Nominee) 4,740 (20) 2,622 (21) *
Robert K. Tebay (Nominee) 11,967 (22) *
William E. Witschey 9,676 (23) 55,972 (24) *
Robert H. Young (Executive
Officer) 1,502 (25) *
All Directors and Officers
as a group
(27 persons) 727,703 477,268 5.9%
*Beneficial ownership does not exceed one percent (1%).
(1) Includes 4,988 shares held for Mr. Byrd's benefit in a
Rabbi Trust established under the Wesbanco, Inc. and All
Affiliate Banks Directors Deferred Compensation Plan. Also
includes 21,780 shares held in an Estate for which Mr. Byrd
serves as Executor. Mr. Byrd disclaims any beneficial
ownership of these shares.
(2) Includes 23,000 shares held in the Clyde Chalfant GST Trust
for the benefit of R. Peterson Chalfant and 23,489 shares
held in the Mary Peterson Chalfant GST Trust for the
benefit of R. Peterson Chalfant.
(3) Includes 531 shares held in an IRA custodian account at
Wesbanco Bank, Inc. Additionally, Mr. Cheffy's wife, Mary
Ann Cheffy, is the owner of 2,818 shares for which Mr.
Cheffy disclaims beneficial ownership.
(4) Includes 5,233 shares held for Mr. Criss' benefit in a
Rabbi Trust established under the Wesbanco, Inc. and All
Affiliate Banks Directors Deferred Compensation Plan.
Atlas Towing Company, in which Mr. Criss owns a substantial
interest and serves as an officer and director, owns
113,383 shares.
(5) Includes 26,111 shares held at Wesbanco Bank, Inc. as
custodian for James D. Entress' IRA. Dr. Entress' wife,
Dr. Cheryl Entress, is the owner of an additional 15,420
shares held in an IRA custodian account at Wesbanco Bank,
Inc. for which Dr. Entress disclaims beneficial ownership.
(6) Includes 127,602 shares held in trust for the benefit of
Mrs. Feinknopf.
(7) Includes 1,005 shares held for Mr. Fragale's benefit in a
Rabbi Trust established under the Wesbanco, Inc. and All
Affiliate Banks Directors Deferred Compensation Plan.
3
(8) Includes 13,089 shares held for Mr. Gardill's benefit in a
Rabbi Trust established under the Wesbanco, Inc. and All
Affiliate Banks Directors Deferred Compensation Plan.
Includes an additional 12,957 shares held by Mr. Gardill's
wife, Linda T. Gardill, and 3,234 shares held in her IRA
custodian account at Wesbanco Bank, Inc.
(9) Includes 4,308 shares held in an IRA account for Mr.
George. Mr. George's wife, Sandra F. George, is the owner
of an additional 502 shares for which Mr. George disclaims
beneficial ownership. Excludes options to acquire 27,556
shares which are vested in the Wesbanco Key Executive
Incentive Bonus & Option Plan.
(10) Includes 1,311 shares held for Mr. Hobbs' benefit in a
Rabbi Trust established under the Wesbanco, Inc. and All
Affiliate Banks Directors Deferred Compensation Plan. Mr.
Hobbs' wife, Sarah F. Hobbs, is the owner of an additional
4,620 shares for which Mr. Hobbs disclaims beneficial
ownership.
(11) Mr. Kepner's wife, Joan B. Kepner, is the owner of an
additional 400 shares for which Mr. Kepner disclaims
beneficial ownership.
(12) Excludes options to purchase 25,444 shares which are vested
in the Wesbanco Key Executive Incentive Bonus & Option
Plan.
(13) Includes 4,791 shares held in trust by Mr. McCamic's wife,
Jimmie Ann McCamic, for which Mr. McCamic disclaims
beneficial ownership and 127,601 held in trust for the
benefit of Mr. McCamic.
(14) Includes 29,966 shares held in a custodial IRA account.
(15) Mrs. Molnar's husband, Douglas A. Molnar, is the owner of
an additional 100 shares for which Mrs. Molnar disclaims
beneficial ownership. Includes 250 shares held in trust in
which Mrs. Molnar has a beneficial ownership. Excludes
options to purchase 8,233 shares which are vested in the
Wesbanco Key Executive Incentive Bonus & Option Plan.
(16) Includes 191 shares held by Mr. Moore as custodian for his
minor children. Excludes options to purchase 13,066 shares
which are vested in the Wesbanco Key Executive Incentive
Bonus & Option Plan.
(17) Excludes options to purchase 19,778 shares which are vested
in the Wesbanco Key Executive Incentive Bonus & Option
Plan.
(18) Includes 10,696 shares held in Mrs. Stamp's trust at
Wesbanco Bank, Inc.
(19) Includes 12,993 shares held for Mr. Strauss' benefit in a
Rabbi Trust under the Wesbanco, Inc. and All Affiliate
Banks Directors Deferred Compensation Plan. Mr. Strauss'
wife, Barbara Strauss, is the owner of an additional 3,457
shares held in a custodian account at Wesbanco Bank, Inc.
for which Mr. Strauss disclaims beneficial ownership.
(20) Includes 2,078 shares held for Mr. Tanner's benefit in a
Rabbi Trust under the Wesbanco, Inc. and All Affiliate
Banks Directors Deferred Compensation Plan.
(21) Includes 477 shares held in trust in which Mr. Tanner has a
beneficial interest. He is also Co-Trustee of his
brother's family trust which holds 2,145 shares for which
Mr. Tanner disclaims beneficial ownership.
(22) Includes 1,252 shares held for Mr. Tebay's benefit in a
Rabbi Trust established under the Wesbanco, Inc. and All
Affiliate Banks Directors Deferred Compensation Plan.
Additionally, Mr. Tebay's wife, Mary Ann Tebay, is the
owner of an additional 100 shares for which Mr. Tebay
disclaims beneficial ownership.
(23) Mr. Witschey's wife, Wilda C. Witschey, is the owner of an
additional 11,059 shares for which Mr. Witschey disclaims
beneficial ownership.
4
(24) Includes 46,132 shares which are owned by Witschey's Market
in which Mr. Witschey has a substantial stock interest.
Also includes 9,840 shares which are owned by Witschey
Realty in which Mr. Witschey has a substantial stock
interest.
(25) Excludes options to purchase 9,999 shares which are vested
in the Wesbanco Key Executive Incentive Bonus & Option
Plan.
Section 16(a) Beneficial Ownership Reporting Compliance
--------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the
"Act") requires the Corporation's officers, directors, and
persons who own more than 10% of a registered class of the
Corporation's equity securities, to file reports of ownership
and changes in ownership with the Securities & Exchange
Commission (the "SEC"). Officers, directors and greater than
10% stockholders are required by the Act to furnish the
Corporation with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of Forms 3, 4 and
5 received by it, or written representations from certain
reporting persons that no Forms 5 were required for those
persons, the Corporation believes that, during the calendar year
2002, all filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were fulfilled,
except as follows:
(i) Shares acquired under the Corporation's
Directors Deferred Compensation Plan were not
initially reported by participating directors
until clarifying regulations provided
guidance under changes made by the Sarbanes-
Oxley Act of 2002. These late filings were
made in January 2003 and covered Directors
Gardill, Strauss, Criss, Fragale, Byrd,
Tanner and Tebay with five purchases made
under the Plan for each except for Mr.
Fragale and Mr. Tebay, for whom four
purchases were made during this period.
(ii) Stock options awarded under the
Corporation's Incentive Stock Option Plan
were not timely reported in December by
executive officers until clarifying
regulations provided guidance under changes
made by the Sarbanes-Oxley Act of 2002; these
late filings were made in January 2003 and
covered executive officers Limbert, Young,
Molnar, Richmond, Schmitt, Johnson, Jaworski
and Moore; and
(iii) William E. Mildren filed a late Form 4
with respect to a sale of stock on November 6,
2002; the filing was made on November 9, 2002.
The Corporation is required to report late filings.
Transactions With Directors and Officers
----------------------------------------
It has been the practice of the subsidiary bank of the
Corporation, on occasion, to engage in the ordinary course of
business in banking transactions, which at times involved loans
in excess of $60,000, with some of its Officers and Directors
and some of the Officers and Directors of the Corporation and
their associates. It is anticipated that the practice will be
continued. All loans to such persons, however, have been made,
and in the future will be made, in the ordinary course of
business and on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not, and
will not, involve more than normal risk of collectibility or
present other unfavorable features. From time to time, the firm
of Phillips, Gardill, Kaiser & Altmeyer, PLLC of which James C.
Gardill, Chairman of the Board and a Director of the
Corporation, is a member, and the firm of Schrader, Byrd &
Companion, PLLC, of which Ray A. Byrd, Director of the
Corporation, is a member, perform services for the Corporation.
Fees aggregating $688,617 were paid to the law firm of Phillips,
Gardill, Kaiser & Altmeyer, PLLC for legal services rendered to
the Corporation and its banking affiliates during the year 2002.
It is contemplated that one or both of these firms will be
retained to perform legal services during the current year.
The Corporation also retains the law firm of McCamic, Sacco &
Pizzuti, PLLC, pursuant to an agreement dated November 30, 2001,
as modified by letter dated January 7, 2003. The agreement provides
for a monthly retainer of $6,000 and continues for a term of six years
from March 1, 2002. Jay T. McCamic, a Director of the Corporation
is a member of such professional corporation.
Kristine N. Molnar's husband, Douglas A. Molnar, is
Executive Vice President of Tal-Pittsburgh, Inc. which provides
marketing, advertising and creative services to the Corporation
under a current one (1) year contract at fees approximating
$444,536.
5
Election of Directors
---------------------
The Board of Directors of the Corporation is divided into
three classes, as nearly equal in number as the numerical
membership of the Board will permit, the members of such classes
to serve staggered terms of three years each. The Bylaws permit
the Board to determine each year the number of Directors up to a
maximum of thirty-five (35), and the Board of Directors has
determined that the Board shall consist of nineteen (19)
members, and has fixed the number of Directors to be elected at
the forthcoming meeting at eight (8), seven (7) of whom are to
be elected for a three-year term which will expire at the annual
stockholders meeting in 2006, and one (1) to be elected for a
two-year term which will expire in 2005. Shares may not be
voted for a greater number of persons than are nominated. There
are no family relationships among the directors, nominees or
executive officers of the Corporation, except that Abigail M.
Feinknopf is the sister of Jay T. McCamic, a nominee.
Accordingly, the following persons have been nominated for
election to the Board:
Nominees
--------
A. For the Three-Year Term Expiring at the Annual Stockholders
Meeting in 2006
Name Age Principal Occupation (1) Director Since
---- --- ------------------------ --------------
Ray A. Byrd 58 Lawyer; Member-Manager, 06/09/77
Schrader, Byrd & Companion, PLLC
James D. Entress 64 Oral & Maxillo-Facial 12/20/90
Surgeon - Retired
Ernest S. Fragale 56 Former President, Wesbanco 08/20/96
Mortgage Company
Edward M. George 66 Vice Chairman, Wesbanco, Inc.; 12/02/91
former President & CEO,
Wesbanco, Inc.; former
President & CEO,
Wesbanco Bank, Inc.;
former Chairman of the
Board, Wesbanco Bank
Wheeling
Carter W. Strauss 56 President, Strauss Industries, 07/28/76
Inc.
Reed J. Tanner 49 Certified Public Accountant 12/30/96
Simpson & Osborne, A.C.
Robert K. Tebay 68 Owner-Operator, Tebay Dairy 04/15/98
B. For the Two-Year Term Expiring at the Annual Stockholders
Meeting in 2005
Name Age Principal Occupation (1) Director Since
---- --- ------------------------ --------------
Jay T. McCamic 47 Lawyer; President 01/01/03
McCamic, Sacco & Pizzuti, PLLC
Former Partner, McCamic &
McCamic, Attorneys at Law
(1) Principal occupation during the past five (5) years.
In the absence of instructions to the contrary, the
enclosed form of proxy, if executed and returned to the
Corporation, will be voted in the manner determined by the
holder or holders thereof. Discretionary authority to cumulate
votes in the election of Directors is solicited, and unless
otherwise directed, the holder or holders of such proxies shall
have the authority to cumulate votes represented thereby and to
distribute the same among the nominees in such manner and
numbers as such holder or holders, in his or their discretion,
may determine. This authority will be exercised by the holder
or holders of the proxies in the event that any person or
persons, other than the nominees named above, should be nominated
for election to the Board of Directors.
6
All of the foregoing nominees presently are serving as
members of the Board. In the event that, at any time prior to
the Annual Meeting, any of the foregoing nominees should become
unavailable for election to the Board of Directors, the shares
of stock represented by the proxies will be voted for such other
nominee or nominees as the holders of the proxies, in their
judgment, may determine.
Continuing Directors
--------------------
In addition to the foregoing nominees, the following
persons presently are serving as members of the Board of
Directors:
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 2005
------------------------------------------
Name Age Principal Occupation (2) Director Since
---- --- ------------------------ --------------
R. Peterson Chalfant 62 Lawyer 08/30/96
John H. Cheffy 69 Retired; former Vice President/ 08/20/98
Cashier, Wesbanco Bank Barnesville
Abigail M. Feinknopf 35 Marketing representative with 03/01/02
Feinknopf Photography, Columbus,
OH; Freelance Writer
John W. Kepner 70 Funeral Director; President, 01/28/76
Kepner Funeral Homes, Inc.
Joan C. Stamp 51 Director, West Virginia 02/15/96
University Foundation
(1) Principal occupation during the past five (5) years.
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 2004 (1)
----------------------------------------------
Name Age Principal Occupation (1) Director Since
---- --- ------------------------ --------------
James E. Altmeyer 64 President, Altmeyer Funeral 10/16/87
Homes, Inc.
Christopher V. Criss 47 President & Chief Executive 07/17/92
Officer, Atlas Towing Co.
James C. Gardill 56 Chairman of the Board, 11/13/80
Wesbanco, Inc.; Lawyer;
Member-Manager, Phillips, Gardill,
Kaiser & Altmeyer, PLLC
Roland L. Hobbs 70 Member, Wheeling Park 07/28/76
Commission; Chairman,
Oglebay Foundation, Inc.
William E. Mildren, Jr. 58 Former Vice Chairman, Wesbanco, 04/15/98
Inc.; former Chairman, President &
Chief Executive Officer, Wesbanco
Bank Parkersburg; former
Chairman, President & CEO,
Commercial BancShares, Inc.
(1) Two (2) vacancies exist in this class. The vacancies were
created in an effort by the Board of Directors to reduce
the overall size of the Board. It is not presently
anticipated that the vacancies will be filled.
(2) Principal occupation during the past five (5) years.
7
Executive Officers of the Corporation
-------------------------------------
The executive officers of the Corporation are listed below.
Each listing includes a statement of the business experience of
each executive officer during at least the last five years.
Executive officers are elected annually by the Board of
Directors and serve at the pleasure of the Board.
PAUL M. LIMBERT, age 56, is currently the President and
Chief Executive Officer of Wesbanco, Inc. and Chairman of
Wesbanco Bank, Inc. Mr. Limbert previously served as Executive Vice
President and Chief Financial Officer for Wesbanco, Inc. and was
Vice Chairman and Chief Financial Officer of Wesbanco Bank, Inc.
Prior to that, he was President and Chief Executive Officer of
Wesbanco Bank Wheeling. Mr. Limbert joined the Corporation in
April, 1977.
ROBERT H. YOUNG, age 46, is the Executive Vice President
and Chief Financial Officer of Wesbanco, Inc. Mr. Young joined
the Corporation in July, 2001 after having served as Senior Vice
President and Chief Financial Officer of PNC Bank, FSB and its
National Affinity Program division in Pittsburgh, PA, from 1999
to 2001. Prior to that, he was Executive Vice President and
Chief Financial Officer, Secretary and Treasurer of First
Western Bancorp, Inc. in New Castle, PA, and he served in
various other senior finance positions with First Western prior
to 1996. Mr. Young has been a licensed certified public
accountant since 1980.
JEROME B. SCHMITT, age 53, has served as Executive Vice
President - Trust & Investments, Wesbanco, Inc. since March,
1999. Prior to that he served as Senior Vice President - Trust
& Investments. He joined the Corporation in 1972 and held
various positions prior to being named Senior Vice President in
1990. Mr. Schmitt received his designation as a Chartered
Financial Analyst in 1976.
KRISTINE N. MOLNAR, age 51, has served as President and
Chief Executive Officer of Wesbanco Bank, Inc. since August,
2001. Mrs. Molnar previously served Wesbanco as President of
the Upper Ohio Valley Region of Wesbanco Bank, Inc. and until
2000 was President and Chief Executive Officer of Wesbanco Bank
Wheeling. She was previously Senior Vice President, Vice
President-Commercial/Mortgage Loans and has held various other
banking positions since she joined the bank in 1984.
JOHN W. MOORE, JR., age 55, has served as Executive Vice
President - Human Resources of Wesbanco, Inc. since May, 2002.
Mr. Moore joined the Corporation in 1976 as Director of
Personnel and has served in various human resource capacities,
including Senior Vice President - Human Resources from 1993 to
2002.
LARRY G. JOHNSON, age 55, has served as Corporate Secretary
since March, 1998. Mr. Johnson also serves as Executive Vice
President of the Parkersburg Region of Wesbanco Bank, Inc. Mr.
Johnson was Executive-Vice President and Chief Financial Officer
of Commercial BancShares, Inc. until its merger with Wesbanco,
Inc. in 1998. He also served as Corporate Secretary for
Commercial BancShares.
PETER W. JAWORSKI, age 47, has served as Executive Vice
President - Chief Credit Officer of Wesbanco, Inc. since May,
2002. Prior to that, he was Senior Vice President - Credit
Administration of Wesbanco, Inc. and in 1999 he was also named
Chief Credit Officer. Prior to joining the Corporation in 1995,
Mr. Jaworski was Senior Vice President and Senior Credit Officer
for Bank One of Wheeling, West Virginia.
BRENT E. RICHMOND, age 39, has served as Executive Vice
President - Operations since May 2002. Mr. Richmond was the
President and Chief Operating Officer of American Bancorporation
until its merger with Wesbanco, Inc. on March 1, 2002, as well
as Chief Executive Officer of Wheeling National Bank. Mr.
Richmond previously held the positions of Executive Vice
President, Chief Financial Officer and Corporate Secretary of
American Bancorporation. He joined the staff of Wheeling
National Bank in 1985.
8
Performance Graph
-----------------
The following graph shows a comparison of cumulative total
shareholder returns for the Corporation, the Russell 2000 Index
and the Russell Financial Services Index. The total shareholder
return assumes a $100 investment in the common stock of the
Corporation and each index since December 31, 1997 with
reinvestment of dividends.
[GRAPH]
Russell Financial
WesBanco, Inc. Russell 2000 Index Services Index
-------------- ------------------ --------------
December 31, 1997 100.000 100.000 100.000
December 31, 1998 101.323 96.547 87.321
December 31, 1999 92.169 115.490 79.936
December 31, 2000 86.762 110.635 91.711
December 31, 2001 81.449 111.772 99.645
December 31, 2002 93.770 87.654 99.307
9
Compensation of Executive Officers
----------------------------------
The officers of the Corporation presently are serving
without compensation from the Corporation. They are, however,
compensated by subsidiaries of the Corporation for services
rendered as officers of those corporations.
The following tables set forth the total compensation paid
by the Corporation's subsidiary bank during each of the three
years ended December 31, 2002, 2001, and 2000, to the Chief
Executive Officer and its other four most highly compensated
executive officers serving in such capacities during the prior
year, together with options granted and the benefits payable to
them from the Corporation's pension plan upon retirement.
Summary Compensation Table
--------------------------
Long Term Compensation
---------------------------
Annual Compensation Awards Payouts
----------------------------------------------------------------------------------------------------
Other Restricted All Other
Name and Salary Bonus Annual Stock Stock LTIP Compensation
Principal Position Year ($) ($) Comp($) Awards Options Payouts ($)(1)
-----------------------------------------------------------------------------------------------------
Paul M. Limbert 2002 222,022 75,000 0 0 30,000 0 38,788
President & Chief 2001 198,856 65,000 0 0 9,000 0 39,036
Executive Officer 2000 179,641 60,000 0 0 5,000 0 21,409
Dennis P. Yaeger (2) 2002 173,154 0 55,787 0 0 0 190,663
EVP & Chief 2001 167,712 40,000 0 0 4,125 0 20,176
Operating Officer 2000 166,215 40,000 0 0 5,000 0 21,369
Jerome B. Schmitt 2002 175,581 45,000 0 0 15,000 0 29,592
EVP Trust & 2001 166,329 55,000 0 0 8,000 0 28,631
Investments 2000 158,343 50,000 0 0 5,000 0 84,479
Kristine N. Molnar 2002 169,433 17,500 0 0 10,000 0 23,985
President & Chief 2001 153,278 25,000 0 0 7,350 0 19,686
Executive Officer 2000 145,411 25,000 0 0 0 0 49,753
Wesbanco Bank, Inc.
Robert H. Young 2002 163,917 45,000 0 0 20,000 0 14,586
EVP & Chief 2001 71,480 (3) 30,000 0 0 5,000 0 16,072
Financial Officer
John W. Moore, Jr. 2002 131,840 30,000 0 0 10,000 0 14,007
EVP - Human 2001 125,692 30,500 0 0 6,100 0 13,147
Resources 2000 122,156 25,000 0 0 0 0 60,682
-----------------------------------------------------------------------------------------------------
(1) In 2002, "All Other Compensation" includes contributions to
the Corporation's KSOP Plan on behalf of Mr. Limbert -
$6,724; Mr. Yaeger - $6,808; Mr. Schmitt - $7,367; Mrs.
Molnar - $6,897; Mr. Young - $4,586; and Mr. Moore -
$5,293.
Also included are long term incentive awards for Mr.
Limbert of $10,000; Mr. Schmitt $10,000; Mrs. Molnar
$10,000; and Mr. Young of $10,000. Long term incentive
awards were granted under the terms of the Incentive Bonus
Plan. Payments of these grants will occur in three (3)
equal and annual installments beginning three (3) years
after date of the grant. Mr. Young's 2001 "All Other
Compensation" included $15,000 of a long term incentive
award.
Also included are amounts accrued under the Corporation's
Supplemental Employee Retirement Plan (SERP) on behalf of
Mr. Limbert - $22,064; Mr. Yaeger - $10,914; Mr. Schmitt -
$12,225; Mrs. Molnar - $7,088; Mr. Moore - $8,714. Mr.
Yaeger's 2002 "All Other Compensation" included the present
value of the future SERP benefit until normal retirement
of $172,941. Mr. Yaeger's 2002 "Other Annual Compensation"
benefit included $55,787, for the present value of additional
health care benefits through normal retirement.
10
(2) Mr. Yaeger elected disability retirement effective June 30,
2002. He is included in the table since he served as an
executive officer of the Corporation during the prior year.
(3) From date of hire in July, 2001.
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Potential Realizable
Individual Grants Value at Assumed
----------------------------------------------------------- Annual Rate of Stock
Number of Securities %of Total Options/SARs Exercise or Appreciation for
Underlying Options/ Granted to Employees Base Price Expiration Option Term
Name SARs Granted(#) In Fiscal Year ($/Price) Date 5% ($) 10% ($)
---------------------------------------------------------------------------------------------------------
Limbert 30,000 14.56% $23.96 11/20/12 $452,049 $1,145,582
Yaeger 0 N/A N/A N/A N/A N/A
Schmitt 15,000 7.28% $23.96 11/20/12 $226,025 $ 572,791
Molnar 10,000 4.85% $23.96 11/20/12 $150,683 $ 381,861
Young 20,000 9.71% $23.96 11/20/12 $301,366 $ 763,721
Moore 10,000 4.85% $23.96 11/20/12 $150,683 $ 381,861
---------------------------------------------------------------------------------------------------------
Aggregated Option/SAR Exercises in
Last Fiscal Year and FY-End Option/SAR Values
----------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/
Shares Acquired Value Options/SARs at FY-end (#) SARs at FY-End ($)
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------
Limbert 0 0 25,444 23,000 $20,350 $70,170
Yaeger 0 0 12,194 1,375 $11,738 $32,161
Schmitt 0 0 19,778 12,666 $18,585 $62,358
Molnar 0 0 8,233 9,117 $12,985 $57,306
Young 0 0 9,999 15,001 $ 0 $ 0
Moore 0 0 13,066 8,700 $13,448 $47,552
------------------------------------------------------------------------------------------
Pension Plan Table
------------------
Remuneration ($) 15 20 25 30 35
---------------- ------ ------ ------- ------- -------
150,000 35,457 47,276 59,094 60,000 60,000
175,000 41,199 94,932 100,000 100,000 100,000
200,000 75,199 94,932 100,000 106,998 106,998
250,000 75,199 94,932 118,950 118,950 118,950
300,000 75,199 94,932 118,950 118,950 118,950
350,000 75,199 94,932 118,950 118,950 118,950
400,000 75,199 94,932 118,950 118,950 118,950
11
The Corporation maintains a defined benefit pension plan
for all employees and a Supplemental Employee Retirement Plan
for certain executive officers. The preceding pension plan
table lists the approximate annual retirement benefits
(qualified plan and Supplemental Plan) an executive officer
would receive if he or she retired at age 65. Amounts are based
on a 10 year term for the Supplemental Plan and a full life
annuity form for the defined benefit plan.
Under the defined benefit plan, a participant's
compensation covered by the Corporation's pension plan is the
salary reported on the Form W-2 plus 401(k) Plan elective
deferrals and Section 125 contributions made by the employee (as
reported in the Summary Compensation Table), for the 60
consecutive months out of the last 120 consecutive months of the
participant's career for which such average is the highest, or
in the case of a participant who has been employed for less than
60 months, the period of his employment with the Corporation.
Average compensation for named executives as of the end of the
last calendar year is: Mr. Limbert, $231,785; Mr. Schmitt,
$203,915; Mrs. Molnar, $163,101; Mr. Moore, $141,332; and Mr.
Young, $158,928. The estimated years of service for each named
executive are as follows: Mr. Limbert: 25.67; Mr. Schmitt: 30;
Mrs. Molnar: 18.50; Mr. Moore: 26.58; and Mr. Young: 1.67. The
plan benefit is not subject to any offset for social security
benefits.
In 1999, the Corporation approved and subsequently
established a Supplemental Employee Retirement Plan for certain
executive officers, including some of the individuals named in
the Summary Compensation Table. Although benefits under the
plan are unsecured, the Corporation funded payment of such
benefits through bank owned life insurance arrangements where
appropriate or available. The plan is a non-qualified
retirement benefit.
This plan provides for payment of a scheduled annual
benefit at normal retirement age of 65 of approximately 60% of
salary at the time of adoption, less the defined pension plan
benefit, payable annually for a period of 10 years. The plan
further provides, pursuant to a schedule, for (i) a reduced
early retirement benefit, (ii) a disability retirement benefit,
and (iii) a benefit payable upon a termination of employment
other than due to death, disability or retirement within three
years after a change of control (as defined in the plan) of the
Corporation. Each of these annual benefits is payable in
monthly installments for a period of 10 years beginning with the
month following the date that the executive attains age 65.
Death benefits also are payable under the Supplemental
Plan. If the executive dies prior to any termination of
employment with the Corporation, the executive's designated
beneficiary is entitled to a payment of a death benefit under a
split dollar life insurance agreement. If the executive dies
after payment of retirement benefits under the plan has
commenced, any remaining benefit payments will be paid to the
executive's designated beneficiary in the same manner as they
would have been paid to the executive. In addition, if the
executive dies after termination of employment with the
Corporation and prior to the commencement of any payment of
retirement benefits under the plan, the executive's designated
beneficiary will be entitled to receive payment of the
executive's retirement benefit under the plan beginning with the
month following the executive's death.
Assumed Change in Control Agreements
-------------------------------------
Jeremy C. McCamic, former Chief Executive Officer of
American Bancorporation ("American"), entered into a consulting
agreement with the Corporation that became effective upon
completion of the merger pursuant to which he provides such
services as the Corporation may request from time to time, and
the Corporation pays Mr. McCamic a monthly payment, plus
expenses, for his services. The monthly payment is $8,500
during the first year, $8,000 during the second year, $7,500
during the third year, $7,000 during the fourth year, $6,500
during the fifth year and $6,000 during the sixth year. The
consulting agreement also provided that Mr. McCamic be appointed
to the Corporation's Board of Directors, its Executive Committee
and the Planning and Acquisitions Committee thereof to serve
until December 31, 2002. Mr. McCamic was paid additional
attendance fees as a member of Corporation's Board of Directors,
but did not receive the quarterly retainer fee that was
otherwise payable to a member of Wesbanco's Board of Directors.
Mr. McCamic completed his term as a director and was elected an
emeritus director effective December 31, 2002. Mr. McCamic will
be entitled to receive a monthly fee of $500 as an emeritus
director. Mr. McCamic's consulting agreement will terminate on
the 6th anniversary of the merger and provides generally that he
may not engage in a competing banking business within a 50 mile
radius of Wheeling, WV, during the term of the consulting
agreement.
Under American's severance plan, Jeremy C. McCamic would
have been entitled to an annuity payment of $10,000 per month
for 12 years or the remainder of his life, whichever is longer,
following a change in control of American if, following the
change in control, he was terminated or voluntarily resigned
because he was not provided an opportunity with the acquiring
organization with comparable authority and the same compensation
as he was then earning at American. Mr. McCamic entered into a
severance plan clarification agreement with American and the
Corporation that provides for the payment of a monthly annuity
of $8,100 for the remainder of Mr. McCamic's life with a minimum
term certain of 12 years in full satisfaction of the benefits
that would otherwise have been payable to Mr. McCamic as a
result of the change in control of American. The agreement
provides that the parties intend to avoid the imposition of any
excise tax under Section 280G of the Internal Revenue Code. In
the event that an excise tax is imposed on Mr. McCamic, the Corporation
has agreed to reimburse Mr. McCamic for the amount of such excise tax.
Mr. McCamic has assumed any income tax liability arising from the excise
tax reimbursement.
12
Corporation Change in Control Agreements
----------------------------------------
During 1999, the Corporation entered into agreements with
certain officers listed in the Summary Compensation Table and
with certain other officers to encourage those key officers not
to seek other employment because of the possibility of another
entity's acquisition of the Corporation. These agreements were
designed to secure the executives' continued service and
dedication in the face of the perception that a change in
control could occur, or of an actual or threatened change in
control. Because of the amount of acquisition activity in the
banking industry, the Board of Directors believed that entering
into these agreements was in the Corporation's best interest.
The agreements operate only upon the occurrence of a
"change in control" as described below. Absent a "change in
control", the agreements do not require the Corporation to
retain the executives in its employ or to pay them any specified
level of compensation or benefits.
Each agreement provides that if a change in control of the
Corporation or its bank subsidiary which employs the employee
(collectively, the "Subsidiary") occurs, the Corporation and the
Subsidiary will be obligated to continue to employ the executive
during the time period starting upon the occurrence of a change
in control and ending two years thereafter (or, if earlier, at
the executive's retirement date under established rules of the
Corporation's tax-qualified retirement plan) (the "Term of
Employment").
If, during the Term of Employment, the executive is
discharged by the Corporation or the Subsidiary without cause or
resigns for good reason, then the executive shall receive a lump
sum payment equal to three times (i) the highest rate of the
executive's annual base salary in effect prior to the date of
termination, and (ii) the greater of, the executive's average
annual bonus over the three years ending prior to the date of
termination, or the executive's bonus established for the annual
bonus year in which the date of termination occurs. If the
executive is terminated during the Term of Employment for any
reason other than cause, then for a period of 18 months from the
date of termination, the executive and/or the executive's family
will continue to receive insurance and health care benefits
equivalent to those in effect immediately prior to the date of
the change in control, subject to reduction to avoid duplication
with benefits of a subsequent employer.
Generally, and subject to certain exceptions, a "change in
control" shall be deemed to have occurred if (a) final
regulatory approval is obtained for any party to acquire
securities of the Corporation and/or the Subsidiary representing
20% or more of the combined voting power of the Corporation's or
the Subsidiary's then outstanding securities; (b) during any two
consecutive years, there is a significant change in the
Corporation's or the Subsidiary's Board of Directors not
approved by the incumbent Board; or (c) final regulatory
approval is obtained for a plan of complete liquidation or
dissolution or sale of all or substantially all of the
Corporation's or the Subsidiary's assets or certain significant
reorganizations, mergers and similar transactions involving the
Corporation or the Subsidiary.
If an excise tax under Section 4999 of the Internal Revenue
Code applies to these payments, the Corporation will pay the
executive a reduced amount over an extended period so that no
excise tax is due.
Compensation Committee Report
-----------------------------
Members of the Compensation Committee consist of the non-
salaried members of the Executive Committee and one additional
member of the Board of Directors and include Messrs. Criss,
Chalfant, Witschey, Hobbs, Strauss, Mildren and Tanner. The
Committee also includes Mr. Gardill, the Chairman of the Board.
Generally, compensation policies are determined by the
annual budget process in which overall salary adjustment ranges
are established based upon a projected annual budgeted amount
for salaries. The actual increases are then allocated based on
administration of the Corporation's salary administration
program, a Hay-type system, and individual performance
evaluations, which are done each year on all employees,
including executive officers. Salary increases are also
adjusted for merit increases and changes in duties and
responsibilities where warranted. For the year 2002, the
Committee also considered that executive salaries for the
Corporation's executives were somewhat lower than industry peer
group averages, and the Committee has been moving such salaries
closer to industry standards, subject to corporate performance.
Corporation performance, including total stockholder
return, is considered in establishing the annual budget for
salary increases, which is the initial part of the process.
Projected annual income growth and savings through consolidation
are considered in establishing the overall salary increase
range. Also, corporation performance factors, including net
income, return on assets and return on equity, are considered in
setting annual bonuses. The bonuses are determined using
specific targets and goals and applying a subjective final
judgment to the analysis.
Considerations affecting Mr. Limbert's salary and bonus for
2002 included the overall salary administration program of the
Corporation and the substantial reorganization work involved in
integrating the merger with American Bancorporation. The
Committee considered, in particular, the successful integration
of the
13
merged bank and a smooth data processing conversion,
growth in earnings per share and return on equity projected for
the year, and improvements in the Corporation's risk management
program. The Committee also considered the interest rate
environment in which the Corporation operated during the past
year and the improvement in the efficiency ratio achieved by the
Corporation. Also the Committee considered the overall
increases granted to other employees in the Corporation and the
salary structure of peer group banks.
In considering Mr. Limbert's compensation and the bonuses
paid to senior executive officers, the Committee also considered
published compensation comparative data for certain regional
bank holding companies which compete in markets served by the
Corporation and markets within reasonable proximity thereto
(hereinafter referred to as "Peer Group"). The Peer Group
information reflected that overall, relative to published survey
medians for base salary and total cash compensation in similar
size organizations, the Corporation's top executive group's base
salaries and total cash compensation are on the low side of
competitive levels. Total direct compensation is below
competitive levels.
The Committee reaffirmed its goal of maintaining its base
salary structure at the middle of the appropriate competitive
marketplace and positioning actual salaries at the middle of the
marketplace subject to performance, longevity and evaluation.
COMPENSATION COMMITTEE
James C. Gardill, Chairman Christopher V. Criss
William E. Witschey Carter W. Strauss
Roland L. Hobbs Reed J. Tanner
R. Peterson Chalfant William E. Mildren, Jr.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
James C. Gardill, also a member of the Compensation
Committee, serves as Chairman of the Board of the Corporation.
Mr. Gardill does not receive a salary for such position but did
receive a Chairman's fee of $50,000 for the year 2002. The
payment of such a fee is discretionary with the Compensation
Committee each year. He does not participate in other benefit
programs of the Corporation. Mr. Gardill also is a member in
the law firm of Phillips, Gardill, Kaiser & Altmeyer, PLLC and
acts as general counsel for the Corporation. During the year
2002, fees aggregating $688,617 were paid to the firm of
Phillips, Gardill, Kaiser & Altmeyer, PLLC for legal services
rendered to the Corporation and its subsidiary corporations.
William E. Mildren, Jr. formerly served as an officer of
the Corporation through March 31, 2002.
Description of Employment Contracts
-----------------------------------
The Corporation and its subsidiaries provide certain
executive officers, including the executive officers named in
the Summary Compensation Table, with written Employment
Contracts at their respective base annual salaries. These
contracts are all substantially the same and are structured on a
revolving three year term which is annually renewable. The
contracts provide for discharge for cause, and terminate in the
event of the death of the employee. If terminated by reason of
the death of the employee, or without cause, the employee or his
designated beneficiary is entitled to a severance payment equal
to the greater of (i) six months of the employee's base salary,
or (ii) the base salary the employee would have received had he
continued to be employed throughout the end of the then existing
term of the Agreement. There are no golden parachute type
provisions contained in the contracts.
Several directors have been appointed to the Board and
subsequently nominated for election pursuant to acquisition and
merger related agreements. Messrs. Mildren and Tebay were
appointed, nominated and elected to the Board pursuant to the
provisions of such an agreement. Under the terms of the Merger
Agreement with Commercial Bancshares, Inc., each of the two (2)
named directors were to serve full three (3) year terms. Mr.
Mildren was appointed to the Board effective March 31, 1998, was
elected in the class of directors elected on April 15, 1998, and
has completed his three (3) year term. Mr. Tebay was appointed
to the class whose term expired in 2000 and his full three (3)
year term will expire in 2003.
Mrs. Feinknopf was appointed to the Board pursuant to the
merger agreement with American Bancorporation. Under the terms
of the Agreement, Mr. Jeremy C. McCamic served as a member of
the Board until December 31, 2002, at which time he resigned and
the Corporation appointed his son, Jay T. McCamic, to the Board.
Under the terms of the Agreement, the Corporation has agreed to
include Mrs. Feinknopf and Mr. Jay T. McCamic as recommended
nominees until each has served at least a full three (3) year
term.
14
Wesbanco KSOP Plan
------------------
The Wesbanco Employee Stock Ownership and 401(k) Plan (the
"Plan") is a qualified non-contributory employee stock ownership
plan with a deferred savings plan feature under Section 401(k)
of the Internal Revenue Code. The employee stock ownership
feature of the Plan (the "ESOP") was adopted by the Corporation
on December 31, 1986, and subsequently amended and restated
effective January 1, 1996, to add 401(k) pre-tax savings
features (the "KSOP"). All employees of the Corporation,
together with all employees of the subsidiary companies which
adopt the Plan, are eligible to participate in the KSOP on the
first day of the month following completion of sixty (60) days
of service and attaining age 21. The Plan is administered by a
Committee appointed by the Board of Directors of the
Corporation.
At the present time, the Plan Trust holds 641,983 shares or
3.2% of the common stock, of which 560,532 shares are allocated
to specific employee accounts as of December 31, 2002. The ESOP
Trustee has available a $2,000,000 borrowing capacity from an
affiliated financial institution. A balance of $1,028,850 was
outstanding at December 31, 2002. The loan originated during
2000 and is structured as a revolving line of credit, and the
unpaid balance of any borrowing is amortized over a five-year
period at an interest rate equal to the lender's base rate. The
Corporation is required to make annual payments to principal
equal to 20% of the January 1st balance each year. Any balance
due at maturity is to be paid in full or refinanced. The ESOP is
required to pledge the shares of employer securities purchased
with the proceeds of the loan as security for the loan. The
Corporation guaranteed the loan issuing a contribution
commitment letter. As securities are allocated to the accounts
of participating employees, and the loan balance paid down, they
are released by the secured party.
Employer securities purchased with the proceeds of the loan
are placed in a suspense account and released, prorata, from
such suspense account under a formula which considers the amount
of principal and interest paid for a given period over the
amount of principal and interest anticipated to be paid for that
period and all future periods. Shares released from the
suspense account, employer contributions, if any, and
forfeitures are each allocated, pro rata, subject to limits
imposed by the Internal Revenue Code, to the accounts of
individual participants under a format which considers the
amount of the participant's compensation over the aggregate
compensation of all participants.
Incentive Bonus Plan
--------------------
Key Executive Incentive Bonus and Option Plan
The Board of Directors of the Corporation adopted and
approved effective February 19, 1998 (the "Effective Date"), an
incentive compensation plan to be sponsored and maintained by
the Corporation, known as the Wesbanco, Inc. Key Executive
Incentive Bonus and Option Plan (the "Incentive Plan"). The
Incentive Plan was approved by the stockholders of the
Corporation on April 15, 1998. The plan is administered by the
Compensation Committee of the Corporation (the "Committee")1.
The Incentive Plan is designed to pay incentive
compensation, in the case of Annual Bonus or Long Term Bonus or
permit vesting of Stock Options if the Committee determines,
after review of all applicable measurements and circumstances,
predetermined performance goals are actually achieved. If the
Committee determines that applicable performance goals have not
been met for a particular measurement period, no incentive
compensation will be paid and/or no options will become vested
with respect to that measurement period.
The Board of Directors of the Corporation is involved in
the operation of the Incentive Plan to the extent of determining
whether Annual Bonus awards will be made for a particular fiscal
year and/or whether Long Term Bonus awards will be made
available for a particular series of fiscal years and informing
the Committee of the Board's priorities as to performance goals.
The Committee makes awards and determines the amount, terms and
conditions of each such award as well as the respective
performance goals to be achieved in each period by the
participants. The Committee has the sole discretion to interpret
the Incentive Plan, establish and modify administrative rules,
impose conditions and restrictions on awards, and take such
other actions as it deems necessary or advisable, including, but
not limited to, considering the effect, if any, of extraordinary
items or special circumstances on the ability of one or more
participants (each a "Key Employee") to achieve performance
goals for a period.
-----------------------
1 Capitalized terms not herein defined are used in conjunction with
the defined terms of the Incentive Plan.
15
The Incentive Plan provides for awards of up to 1,000,000
shares of Common Stock. The number of shares available for
issuance under the Incentive Plan are subject to anti-dilution
adjustments upon the occurrence of significant corporate events.
The shares offered under the Incentive Plan are either
authorized and unissued shares or issued shares which have been
reacquired by the Corporation.
The Incentive Plan consists of three portions: the Annual
Bonus Portion, the Long Term Bonus Portion and the Stock Option
Portion. A Key Employee may participate in one or more portions
simultaneously. The Annual Bonus Portion provides a
participating Key Employee an opportunity to earn incentive
compensation, if any, based on the actual achievement of
performance goals set for that Key Employee over a fiscal year
of the Corporation. Under this program a total of $528,250 in
cash was allocated and paid for such bonuses in 2002.
The Long Term Bonus Portion provides a participating Key
Employee an opportunity to earn incentive compensation, if any,
based on the actual achievement of performance goals set for
that Key Employee over several fiscal years of the Corporation.
Awards totaling $40,000 were made to the officers in the Summary
Compensation Table in 2002.
The Committee may grant to a Key Employee stock options
which do not qualify as incentive stock options ("non-qualified
stock options"). The terms and conditions of stock option
grants including the quantity, price, waiting periods, and other
conditions on exercise are determined by the Committee but the
exercise price per share may not be less than the fair market
value of a share on the date of the grant. Options may become
vested, if at all, over a period of time determined by the
Committee based on the actual achievement of performance goals
set by the Committee at the time of grant. Under the Incentive
Plan, if a Change in Control occurs, all stock options will
become vested and exerciseable and all opportunities for Annual
Bonus and Long Term Bonus will be deemed earned and be
immediately payable.
Meetings of Board of Directors and Committees and Compensation of Members
--------------------------------------------------------------------------
The Board of Directors of the Corporation meets bimonthly,
and the Executive Committee of the Corporation meets monthly.
Fees paid for attendance at Board meetings and meetings of the
Executive Committee are $600. For the year 2002, the Directors
received an annual fee of $4,000 payable quarterly at the rate
of $1,000 per quarter. During 2002, the Board of Directors of
the Corporation held six regular meetings. Directors of the
Corporation were also paid a fee of $400 for attendance at
meetings of special committees of the Corporation. No annual or
meeting fees are paid to Directors who are also active officers
of the Corporation or any of its affiliates. Fees in the total
amount of $137,300 were paid to Directors for attendance at
meetings of the Board of Directors of the Corporation and at
meetings of all Committees of the Corporation during the year
2002. In addition, fees in the aggregate amount of $83,100 were
credited to the accounts of those Directors who have elected to
participate in the Wesbanco, Inc. and All Affiliate Banks
Directors Deferred Compensation Plan, pursuant to which payment
of fees for attendance at meetings of the Board of Directors and
committees established by the Board may be deferred and deemed
invested in common stock or in a money market rate of interest
account.
The Corporation does have a standing Compensation
Committee. The members of the Corporation's Compensation
Committee include James C. Gardill, Reed J. Tanner, Roland L.
Hobbs, William E. Mildren, Carter W. Strauss, Christopher V.
Criss, William E. Witschey and R. Peterson Chalfant. The
Compensation Committee met two times during the year. The
principal functions of the Committee are to review and approve
salary adjustments for officers, bonus recommendations,
executive compensation, overall salary and benefit costs, and
the Incentive Bonus Plan.
The Corporation does have a standing Nominating Committee.
Members of the Corporation's Nominating Committee are Roland L.
Hobbs, James C. Gardill, Paul M. Limbert and Christopher V.
Criss. The Committee meets only when vacancies are to be filled
and did not meet during calendar year 2002. The principal
function of the Committee is to recommend individuals for election to the
Board of Directors. Security holder nominations may be considered
by the Committee if made in accordance with the Bylaw requirements.
See "Stockholders Intending to Nominate Candidates for Election to
Board of Directors Must Give Notice to Corporation."
Each director attended at least 75% of the total meetings
of the Board of Directors and its committees held in 2002, with
the exception of Carter W. Strauss who attended 74% of the total
of such meetings. Mr. Strauss attended 83% of the Board
meetings held during the year.
16
Audit/Loan Review Committee
---------------------------
The Corporation has an Audit/Loan Review Committee ("Audit
Committee"). All members are considered independent and the
currently serving members are: Christopher V. Criss, Chairman,
Ray A. Byrd, Reed J. Tanner, James E. Altmeyer and Carter W.
Strauss. Certain members of the Audit Committee are partners,
controlling stockholders or executive officers of an
organization that has a lending relationship with the banking
affiliate of the Corporation, or individually, they maintain
such relationships. The Corporation's Board of Directors has
determined that such lending relationships do not interfere with
the director's exercise of independent judgment. Each of the
Audit Committee members satisfies the current definition of
independent director as established by the NASD rules. The
Corporation has adopted a formal charter and the Audit Committee
has reviewed and assessed the adequacy of the written charter
during the past year. A copy of the written charter is attached
hereto as Exhibit A and made a part hereof. The Audit Committee
met five (5) times in 2002.
The report of the Audit Committee shall not be deemed
incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent that the
Corporation specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such
Acts.
Report of Audit Committee
-------------------------
The Audit Committee oversees the Corporation's financial
reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial
statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities,
the Audit Committee reviewed the audited financial statements in
the Annual Report with management, including a discussion of the
quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors,
Ernst & Young LLP, who are responsible for expressing an opinion
on the conformity of those audited financial statements with
accounting principles generally accepted in the United States,
their judgments as to the quality, not just the acceptability,
of the Corporation's accounting principles and such other
matters as are required to be discussed with the Audit Committee
under auditing standards generally accepted in the United States
and by codification of statements on auditing standards, AU 380.
The Audit Committee has received the written disclosures and the
letter from the independent auditors required by Independence
Standards Board Standard No. 1, as may be modified or
supplemented, and has discussed with the independent auditors
the independent auditors' independence from management and the
Corporation and considered the compatibility of nonaudit
services with the auditors' independence.
The Audit Committee discussed with the Corporation's
internal and independent auditors the overall scope and plans
for and results of their respective audits. The Audit Committee
meets with the internal and independent auditors, with and
without management present, to discuss the results of their
examinations, their evaluations of the Corporation's internal
controls, credit quality and the overall quality of the
Corporation's financial reporting.
In reliance on the review and discussions referred to
above, the Audit Committee recommended to the Board of Directors
(and the Board has approved) that the audited financial
statements be included in the Annual Report on Form 10-K for the
year ended December 31, 2002, for filing with the Securities and
Exchange Commission. This report is not deemed "soliciting
material" or deemed to be filed with the SEC or subject to
Regulation 14A, or to the liabilities of Section 18 of the
Securities Exchange Act of 1934, as amended, except to the
extent requested by the Corporation or incorporated by documents
otherwise filed.
Submitted by:
AUDIT COMMITTEE:
Christopher V. Criss, Chairman Ray A. Byrd
Reed J. Tanner James E. Altmeyer
Carter W. Strauss
17
Stockholders Intending to Nominate Candidates for
-------------------------------------------------
Election to Board of Directors Must Give Notice to Corporation
--------------------------------------------------------------
Under Section 2 of Article III of the Bylaws of the
Corporation, any stockholder who intends to nominate or cause to
have nominated, a candidate for election to the Board of
Directors (other than any candidate proposed by the Board of
Directors) shall so notify the Secretary of the Corporation in
writing not less than thirty (30) days prior to the date of any
meeting of the stockholders at which Directors are to be
elected, or five (5) days after the giving of notice of such
meeting, whichever is later. Only candidates nominated in
accordance with this section, other than candidates nominated by
the Board of Directors, shall be eligible for election to the
Board of Directors.
Proposals of Stockholders for Presentation at Next Year's
---------------------------------------------------------
Annual Meeting, to be Held April 21, 2004
-----------------------------------------
Proposals which stockholders intend to present at next
year's annual meeting, to be held on Wednesday, April 21, 2004,
will be eligible for inclusion in the Corporation's proxy
material for that meeting if they are submitted to the
Corporation in writing not later than November 14, 2003. A
proponent may submit only one proposal. At the time of the
submission of a proposal, a stockholder also may submit a
written statement in support thereof for inclusion in the proxy
statement for the meeting, if requested by the proponent;
provided, however, that a proposal and its supporting statement
in the aggregate shall not exceed 500 words.
Independent Auditors
--------------------
Ernst & Young LLP served as independent auditors for the
Corporation and all affiliates for the year 2002. The services
rendered by Ernst & Young LLP during the year 2002 consisted
primarily of auditing and tax services. The Audit Committee has
recommended that the Board of Directors appoint Ernst & Young
LLP as independent auditors to audit the consolidated financial
statements of the Corporation for the year ending December 31,
2003. It is expected that a representative of the accounting
firm will be present at the stockholders meeting. Such
representative will have the opportunity to make a statement if
such representative desires to do so, and will be available to
respond to appropriate questions from the stockholders who are
present.
Audit Fees. The aggregate fees of Ernst & Young LLP for
professional services rendered for the audit of the
Corporation's annual financial statements for 2002 and the
reviews of the financial statements included in the
Corporation's Forms 10-Q for 2002 were $215,080.
Audit Related Fees. Ernst & Young LLP provides other
audit-related services to the Corporation from time to time. The
aggregate fees for these services rendered in 2002 were
$150,451. Such services included accounting and tax services
rendered in connection with the American Bancorporation merger,
retirement plan audits, various mortgage servicing and WesBanco
Securities and Trust and Investment Services reports, issuance
of consents for certain registration statements filed with the
SEC, and assistance to the internal audit function for certain
Information Technology audits.
Financial Information Systems Design and Implementation
Fees. No fees were paid to Ernst & Young LLP for such services.
Other Fees. Ernst & Young LLP from time to time performs
other services which, since September 1, 2002, have been subject
to review and preapproval by the Audit Committee before an
engagement commences. During 2002, fees for other services,
consisting of tax compliance matters and tax strategy implementation,
totaled $264,500.
18
Matters to be Considered at the Meeting
---------------------------------------
Management has no knowledge of any matters, other than
those referred to above, which will be presented for
consideration and action at the meeting. As set forth in the
Notice of the meeting, however, the stockholders will have the
right to consider and act upon such other matters as properly
may come before the meeting, and the enclosed form of proxy
confers, upon the holders thereof, discretionary authority to
vote with respect to such matters. Accordingly, if any such
matters are presented, the holders of the proxies will vote the
shares of stock represented thereby in accordance with their
best judgment.
By order of the Board of Directors.
JAMES C. GARDILL
Chairman of the Board
Wheeling, West Virginia
March 14, 2003
19
EXHIBIT A
---------
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
--------------------------------------------------------
I. ORGANIZATION
This Charter governs the operations of the Audit Committee
of Wesbanco, Inc. (the Committee). The Committee shall review
and reassess the Charter at least annually and obtain the
approval of the Board of Directors. The Committee shall consist
of members of, and shall be appointed by, the Board of Directors
and shall comprise at least three (3) directors, all of whom
shall be independent directors, as such term is defined by the
NASDAQ Stock Market, Inc. ("NASDAQ") pursuant to its applicable
rule, in effect, from time to time. All committee members shall
be financially literate, or shall become financially literate
within a reasonable period of time after appointment to the
committee. At least one (1) member shall have accounting or
related financial management expertise and shall be designated
as a "financial expert" by the Audit Committee.
II. STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Board
of Directors in fulfilling their oversight responsibility to the
shareholders, the investment community, appropriate regulatory
agencies, and others in matters relating to:
- the integrity of Wesbanco's (the Corporation)
financial statements, and the financial
reporting process;
- the systems of internal accounting and financial
controls, and procedures;
- the performance of the Corporation's internal
audit/loan review function;
- the independent auditors' performance,
qualifications and independence;
- the Corporation's compliance with legal and
ethics programs as established by Management and
the Board;
- the Corporation's compliance with regulatory
requirements; and
- the Committee's review and approval of all
related party transactions between the
Corporation and its related parties as such
terms are defined by NASDAQ.
In discharging its oversight role, the Committee shall meet
at least four (4) times annually, or more frequently as
circumstances dictate. As part of its job to foster free and
open communication, the Committee should meet with management,
the director of the internal auditing, and the independent
auditors in separate executive sessions to review reports or
discuss any matters that the Committee or each of these groups
believe should be discussed privately. In addition, the
Committee, or at least its Chair, should meet with the
independent auditors and management to review the Corporation's
financial statements consistent with Section III below. The
Committee is empowered to investigate any matter brought to its
attention with full access to all books, records, facilities,
and personnel of the Corporation and the authority to engage
independent counsel and other advisers as it determines
necessary to carry out its duties.
III. DUTIES AND RESPONSIBILITIES
The primary responsibility of the Committee is to oversee
the Corporation's financial reporting process and internal
controls and procedures on behalf of the Board and report the
results of their activities to the Board. While the Audit
Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct
audits or loan reviews or to determine that the Corporation's
financial statements are complete and accurate and are in
accordance with generally accepted accounting principles.
Management is responsible for the preparation, presentation, and
integrity of the Corporation's financial statements and for the
appropriateness of the internal controls and procedures,
accounting principles and reporting policies that are used by
the Corporation. The independent auditors are responsible for
auditing the Corporation's financial statements and for
reviewing the Corporation's unaudited interim financial
statements. It is the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between
management and the independent auditors, or to assure compliance
with laws and regulations and the Corporation's Code of Conduct.
The Committee, in carrying out its responsibilities,
believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances.
The Committee shall take appropriate actions to set the overall
corporate "tone" for quality financial reporting, sound business
risk practices and ethical behavior. The following shall be the
principal duties and responsibilities of the Audit Committee in
carrying out its oversight responsibility. These are set forth
as a guide with the understanding that the Committee may
supplement them as appropriate.
1
- The Committee shall be directly responsible for the
appointment and compensation, and oversight of the work of
the independent auditors, including resolution of
disagreements between management and the Auditor regarding
financial reporting. The Committee shall pre-approve all
audit and non-audit services provided by the independent
auditors and shall not engage the independent auditors to
perform the specific non-audit services proscribed by law
or regulation. The Committee may delegate pre-approval
authority to any member of the Audit Committee. Such pre-
approved process shall specifically identify the services
to be performed and the approval shall be reflected in the
Minutes of the Committee. The decisions of any Audit
Committee member to whom pre-approval authority is
delegated must be presented to the full Audit Committee at
its next scheduled meeting.
- At least annually, the Committee shall obtain and review a
report by the independent auditors (the Firm) describing:
- the Firm's internal quality control procedures;
- any material issues raised by the most recent
peer review of the Firm, or by any inquiry or
material investigation by governmental or
professional authorities, within the preceding
five (5) years, respecting one (1) or more
independent audits carried out by the Firm, and
any steps taken to deal with any such issues;
- all relationships between the independent
auditors and the Corporation (to assess the
auditor's independence).
- The Committee shall review the Corporation's hiring
policies for employees or former employees of the
independent auditors to insure that such policies meet the
SEC regulations and NASDAQ listing standards.
- The Committee shall discuss with the internal auditor and
the independent auditors the overall scope and plans for
their respective audits and loan reviews, including the
adequacy of staffing and compensation of the internal
audit. The Committee shall discuss with management, the
internal auditor, and the independent auditors, the
adequacy and effectiveness of the accounting and financial
controls, including the Corporation's policies and
procedures to assess, monitor, and manage business risk,
and legal and ethical compliance programs.
- The Committee shall periodically meet separately with
management, the internal auditor, and the independent
auditors to discuss financial and accounting issues and
concerns warranting Committee attention. The Committee
shall provide sufficient opportunity for the internal
auditor and the independent auditors to meet privately with
the members of the Committee. The Committee shall review
with the independent auditors any audit problems or
difficulties and management's response.
- The Committee shall receive regular reports from the
independent auditors on the critical accounting policies
and procedures of the Corporation, and all alternative
treatments of financial information within generally
accepted accounting principles that have been discussed
with management.
- The Committee shall review management's assertion on its
assessment of the effectiveness of internal controls as of
the end of the most recent fiscal year and the independent
auditors' report on management's assertion.
- The Committee shall review and discuss earnings press
releases, as well as financial information provided to
analysts and rating agencies.
- The Committee shall review the interim financial statements
and disclosures under Management's Discussion and Analysis
of Financial Condition and Results of Operations with
management and the independent auditors prior to the filing
of the Corporation's Quarterly Report on Form 10-Q. Also,
the Committee shall discuss the results of the quarterly
review. The Chair of the Committee may represent, or
appoint a representative, of the entire Committee for the
purposes of this review.
- The Committee shall review with management and the
independent auditors the financial statements and
disclosures under Management's Discussion and Analysis of
Financial Condition and Results of Operations to be
included in the Corporation's Annual Report on Form 10-K
(or the annual report to shareholders if distributed prior
to the filing of Form 10-K), including their judgment about
the quality, not just the acceptability, of accounting
principles, the reasonableness of significant judgments,
and the clarity of the disclosures in the financial
statements. Also, the Committee shall discuss the results
of the annual audit and any other matters required to be
communicated to the Committee by the independent auditors
under generally accepted auditing standards.
2
- The Committee has established procedures for the receipt,
retention, and treatment of complaints received by the
Corporation regarding accounting, internal accounting
controls, or auditing matters, and the confidential,
anonymous submission by employees of the Corporation of
concerns regarding questionable accounting or auditing
matters.
- The Committee shall have responsibility to address any
corporate counsel reports of credible evidence of material
violations of securities laws or breaches of fiduciary duty
in the event such matters are not appropriately addressed
by the Corporation's general counsel or CEO or the
referring attorney brings the matter directly to the Audit
Committee.
- The Committee shall also prepare annually its report to be
included in the Corporation's annual Proxy Statement, as
required by SEC regulations, and regarding:
- the Committee's review of the annual audited
financial statements with management;
- the Committee's review of the requirements of
SAS No. 61;
- the Committee's receipt of the required
communication from the independent auditors and
the discussion of their independence;
- the Committee's adherence to a formal written
Charter and being comprised of only independent
directors;
- the Committee's recommendation to the Board of
Directors that, based on the above, the audited
financial statements be included in the Form 10-K
for filing with the SEC.
- The Audit Committee shall review and approve the disclosure
of the non-audit services performed by the independent
auditor for disclosure in the Proxy Statement.
- The Committee shall perform an evaluation of its
performance at least annually to determine whether it is
functioning effectively.
3
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 2003
[ ]
[ ]
The undersigned hereby constitutes and appoints Roland L.
Hobbs, R. Peterson Chalfant and John A. Welty, or any one of
them, attorneys and proxies, with full power of substitution, to
represent the undersigned at the Annual Meeting of the
Stockholders of Wesbanco, Inc., to be held at the Ramada Plaza
City Center Hotel, 1200 Market Street, Wheeling, West Virginia,
26003, on Wednesday, April 16, 2003, at 4:00 p.m., and at any
adjournment or adjournments thereof, with full powers then
possessed by the undersigned, and to vote, at that meeting, or
any adjournment or adjournments thereof, all shares of stock
which the undersigned would be entitled to vote if personally
present, as follows:
(1) For the election to the Board of Directors, except as
otherwise specified below, of the following nominees, or any one
or more of them:
(a) For a term of three (3) years expiring at the
annual stockholders meeting in 2006:
Ray A. Byrd James D. Entress
Ernest S. Fragale Edward M. George
Carter W. Strauss Reed J. Tanner
Robert K. Tebay
(b) For a term of two (2) years expiring at the
annual stockholders meeting in 2005:
Jay T. McCamic
with full authority to cumulate the votes represented by such
shares and to distribute the same among the nominees in such
manner and number as said attorneys and proxies, in their
discretion, may determine.
(2) In accordance with the judgment of the said attorneys
and proxies upon such other matters as may be presented for
consideration and action.
________________________________________(SEAL)
________________________________________(SEAL)
____________________, 2003
(Please sign exactly as your name(s) appears hereon. When
signing as Attorney, Executor, Administrator, Trustee, Guardian,
etc., give full title as such. If you are signing for someone
else, you must send documentation with this Proxy, certifying
your authority to sign. If stock is jointly owned, each joint
owner should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION. AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF
THE NOMINEES LISTED ABOVE MAY BE WITHHELD BY LINING THROUGH OR
OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE.