SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting materials pursuant to Rule 14a-11(c) or Rule 14a-12.
UNITED 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 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 security 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:
______________________________________________________________________
March 22, 2004
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of the
Shareholders to be held on Wednesday April 21, 2004, at 2:00 p.m. local time, at
The Citizens Savings Bank's main office, 201 South Fourth Street, Martins Ferry,
Ohio.
The Annual Certified Audit of United Bancorp, Inc. is enclosed for your
review prior to attending our Annual Meeting. We are both pleased and excited
about our 2003 financial results that reflect the continued cooperation and
dedication of our Directors, Officers and Staff.
Payment of our regular first quarter cash dividend was made by separate
mailing on March 19th. Whether or not you received your dividend check in a
separate mailing is dependent upon your level of participation in our Dividend
Reinvestment Plan, Direct Deposit Program or whether your stock is being held
for you in a broker name. NO PAYMENT HAS BEEN INCLUDED WITH THIS MAILING OF OUR
PROXY MATERIALS.
It is important that your shares are voted, and we hope that you will
attend the Annual Meeting. Please vote by executing and returning the enclosed
form of Proxy or follow the instructions to vote electronically on the Internet
or by phone.
Very truly yours,
/s/ James W. Everson
James W. Everson
Chairman, President and Chief Executive Officer
Enclosures
UNITED BANCORP, INC.
MARTINS FERRY, OHIO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 2004
TO THE SHAREHOLDERS OF
UNITED BANCORP, INC. March 22, 2004
The Annual Meeting of Shareholders of United Bancorp, Inc. will be held
at 201 South 4th, Martins Ferry, Ohio, April 21, 2004, at 2:00 p.m. local time
for the purpose of considering and voting upon the following matters as more
fully described in the Proxy Statement.
PROPOSALS:
1. ELECTION OF DIRECTORS - To elect three directors.
2. OTHER BUSINESS - To transact any other business which may properly
come before the meeting or any adjournment of it.
Shareholders of record at the close of business on March 9, 2004 will
be entitled to vote the number of shares held of record in their names on that
date.
We urge you to sign and return the enclosed proxy as promptly as
possible or vote via the phone or Internet, whether or not you plan to attend
the meeting in person. This proxy may be revoked prior to its exercise.
By Order of the Board of Directors
/s/ Norman F. Assenza, Jr.
Norman F. Assenza, Jr.
Secretary
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY
FORM(S) WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. A RETURN ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. YOU MAY ALSO VOTE AT HOME BY PHONE OR
INTERNET. PLEASE SEE ENCLOSED INFORMATION ON HOW TO TAKE ADVANTAGE OF THIS
CONVENIENT WAY TO VOTE.
UNITED BANCORP, INC.
201 SOUTH 4TH STREET
MARTINS FERRY, OHIO 43935
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD APRIL 21, 2004
INTRODUCTION
This Proxy Statement is being furnished to shareholders of United
Bancorp, Inc. ("United Bancorp" or the "Corporation") in connection with the
solicitation of proxies by the Board of Directors of the Corporation to be used
at the Annual Meeting of Shareholders, and any adjournment thereof, to be held
at the time and place set forth in the accompanying notice ("Annual Meeting").
This Proxy Statement and the enclosed proxy are first being sent to shareholders
on or about March 22, 2004.
At the Annual Meeting, shareholders of the Corporation will be asked to
elect three directors.
VOTING AND REVOCATION OF PROXIES
If the enclosed form of proxy is properly executed and returned to the
Corporation in time to be voted at the Annual Meeting, the shares represented by
your proxy will be voted in accordance with your instructions marked on the
proxy. Where properly executed proxies are returned but no such instructions are
given, the shares will be voted "For" the election to the Board of Directors of
the persons nominated by the Board of Directors of the Corporation.
The presence of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, shareholders may revoke
a proxy at any time prior to its exercise by filing with the Secretary of the
Corporation a written notice of revocation, by delivering to the Corporation a
duly executed proxy bearing a later date or by attending the Annual Meeting and
voting in person. Written notices of revoked proxies may be directed to Norman
F. Assenza, Jr., Secretary, 201 South 4th Street, Martins Ferry, Ohio 43935.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Corporation. In
addition to the solicitation of proxies by mail, the Corporation, through its
directors, officers and regular employees, may also solicit proxies personally
or by telephone or telecopy without additional compensation. The Corporation
will also request persons, firms and corporations holding shares in their names
or in the name of their nominees, which are beneficially owned by others, to
send proxy material to and obtain proxies from the beneficial owners and will
reimburse the holders for their reasonable expenses in doing so.
MEETING INFORMATION
DATE, PLACE AND TIME
The Annual Meeting of Shareholders of the Corporation will be held on Wednesday,
April 21, 2004, at 2:00 p.m., local time, at The Citizens Savings Bank, 201
South 4th Street, Martins Ferry, Ohio.
RECORD DATE, VOTING RIGHTS
Only the Corporation's common shares can be voted at the Annual
Meeting. Each share entitles its owner to one vote on all matters.
The close of business on March 9, 2004, (the "Record Date"), has been
fixed as the record date for the determination of shareholders entitled to vote
at the Annual Meeting. There were approximately 2,000 record holders of the
Corporation's common shares and 3,545,014 of the Corporation's common shares
outstanding as of the Record Date.
The presence in person or by proxy of a majority of the outstanding
common shares of the Corporation entitled to vote at the meeting constitutes a
quorum at the Annual Meeting. Abstentions and broker non-votes will be counted
for purposes of determining the presence of a quorum.
The three nominees for director who receive the largest number of votes
cast "For" will be elected as directors. Shares represented at the Annual
Meeting in person or by proxy but withheld or otherwise not cast for the
election of directors will have no impact on the outcome of the election of
directors.
OWNERSHIP OF VOTING SHARES
The following table sets forth the beneficial ownership of the
Corporation's common shares by each of the Corporation's directors and the
Corporation's named executive officers, and the directors and executive officers
as a group, as of December 31, 2003.
COMMON SHARES
NAME OF BENEFICIAL OWNER OWNED(1) PERCENT OF CLASS
--------------------------- ------------- ----------------
Michael J. Arciello 6,781 *
James W. Everson (2) 88,693 2.5%
John M. Hoopingarner (3) 3,507 *
Terry A. McGhee 3,480 *
L. E. Richardson, Jr. (4) 75,637 2.1%
Richard L. Riesbeck (5) 15,268 *
Matthew C. Thomas (6) 21,195 *
Alan M. Hooker (7) 7,874 *
Scott A. Everson 3,164 *
Randall M. Greenwood 3,253 *
Norman F. Assenza, Jr. 9,897 *
All Directors and Executive 244,010 6.9%
Officers as a Group
(13 in group)
* Ownership is less than 1% of the class.
----------
(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares reported.
(2) Includes 49,985 shares subject to shared voting and investment power.
(3) Includes 357 shares subject to options which are exercisable within sixty
days of December 31, 2003.
(4) Includes 294 shares subject to options which are exercisable within sixty
days of December 31, 2003 and 72,257 shares subject to shared voting and
investment powers.
(5) Includes 13,263 shares subject to shared voting and investment power.
(6) Includes 1,921 shares subject to shared voting and investment power.
(7) Includes 194 shares subject to shared voting and investment power.
As of December 31, 2003, no person was known by the Corporation to be the
beneficial owner of more than 5% of the outstanding common shares of the
Corporation.
Directors and officers of United Bancorp and its subsidiaries, and the
Corporation's 401k employee benefit plan in total owned 391,691 Shares, or 11.1%
of all outstanding shares of the Corporation, as of December 31, 2003.
PROPOSAL 1
ELECTION OF DIRECTORS
The Code of Regulations of the Corporation provides that the Board of
Directors of the Corporation shall be divided into classes. Ohio law requires
that there be at least three directors in each class. Each class shall hold
office for a term of two years. At the Annual Meeting, three directors will be
elected to a two-year term expiring in 2005.
The nominees for election at the Annual Meeting are Michael J.
Arciello, Terry A. McGhee and L. E. Richardson, Jr., each of whom is currently a
director of the Corporation.
The Board of Directors has determined that all Directors have met the
independence standards of Rule 4200(a)(15) of the National Association of
Securities Dealers listing standards with the exception of James W. Everson, who
is the Chief Executive Officer of the Corporation.
The Nominating and Governance Committee of the Board of Directors
recommends director candidates to the Board of Directors for nomination, in
accordance with the Corporation's Amended Code of Regulations. The Committee
will investigate and assess the background and skills of potential candidates.
The Nominating and Governance Committee is empowered to engage a third party
search firm to assist, but the Committee currently believes that the existing
directors and executive management of the Corporation and its subsidiaries have
significant networks of business contacts to identify candidates. Upon
identifying a candidate for serious consideration, one or more members of the
Nominating and Governance Committee would initially interview such candidate. If
a candidate merited further consideration, the candidate would subsequently
interview with all other Committee members (individually or as a group), meet
the Corporation's Chief Executive Officer and other executive officers and
ultimately meet many of the other Directors. The Nominating and Governance
Committee would elicit feedback from all persons who met the candidate and then
determine whether or not to recommend the candidate to the Board of Directors
for nomination.
United Bancorp's Corporate Governance Guidelines and Code of Ethics and
Business Ethics set forth the following criteria for Directors: independence (a
majority of the Directors must be independent); honesty and integrity;
willingness to devote sufficient time to fulfilling duties as a Director;
particular experience, skills or expertise relevant to the Corporation's
business; depth and breadth of business and civic experience in leadership
positions; and ties to United Bancorp's geographic markets. United Bancorp's
Corporate Governance Guidelines provide that shareholders may propose nominees
by submitting the names and qualifications of such persons to the Chairman of
the Nominating and Governance Committee. Submissions are to be addressed to the
Chairman of the Nominating and Governance Committee at the Corporation's
executive offices, which submissions will then be forwarded to the Chairman. The
Nominating and Governance Committee would then evaluate the possible nominee
using the criteria outlined above and would consider such person in comparison
to all other candidates. The submission should be made no later than December 31
of each year for consideration in regard to the next annual meeting of
shareholders. The Nominating and Governance Committee is not obligated to
recommend to the Board, nor the Board to nominate any such individual for
election.
The Nominating and Governance Committee has not hired any director
search firm in 2004 and, accordingly, paid no fees to any such company. As
indicated above, however, the Nominating and Governance Committee may do so in
the future if necessary.
Neither the Board nor the Nominating and Governance Committee has
implemented a formal policy regarding director attendance at the Annual Meeting.
Typically, the Board holds its annual organizational meeting directly following
the Annual Meeting, which results in most directors being able to attend the
Annual Meeting. In 2003, all United Bancorp, Inc. Directors attended the Annual
Meeting.
NOMINEES
CLASS "II" DIRECTORS. The following table sets forth certain
information with respect to the nominees as Class "II" Directors of the
Corporation who will be voted upon at the Annual Meeting. There were no
arrangements or understandings pursuant to which the persons listed below were
selected as directors or nominees for director.
PRINCIPAL OCCUPATION FOR POSITIONS AND OFFICES DIRECTOR
NAME AGE PAST FIVE YEARS HELD WITH UNITED BANCORP SINCE
Michael J. Arciello 69 Retired Vice President Director 1992
Finance, Nickles
Bakeries, Inc.
Terry A. McGhee 54 President and Chief Director 2001
Executive Officer,
Westerman, Inc., a
manufacturing company
L. E. Richardson, Jr. 71 Retired President - Director 1998
Southern Ohio Community
Bancorporation, Inc.
CONTINUING DIRECTORS
CLASS "I" DIRECTORS. The following table sets forth certain information
with respect to Class "I" Directors of United Bancorp, whose terms expire in
2005.
PRINCIPAL OCCUPATION FOR PAST POSITIONS AND OFFICES DIRECTOR
NAME AGE FIVE YEARS HELD WITH UNITED BANCORP SINCE
James W. Everson 65 Chairman, President and Chief Chairman, President and 1969
Executive Officer, United Chief Executive Officer,
Bancorp; Chairman and Chief United Bancorp; Chairman and
Executive Officer, The Chief Executive Officer, The
Citizens Savings Bank; Citizens Savings Bank;
Chairman, The Community Bank Chairman, The Community Bank
John M. Hoopingarner 49 General Manager and Director 1992
Secretary-Treasurer,
Muskingum Watershed
Conservancy District
Richard L. Riesbeck 54 President, Riesbeck Food Director 1984
Market, Inc., a regional
grocery store chain
Matthew C. Thomas 47 President, M. C. Thomas Director 1988
Insurance Agency, Inc.
There were no agreements or understandings pursuant to which any of the
persons listed above was selected as a director.
The Board of Directors of United Bancorp met 4 times in 2003. In 2003,
each director attended at least 75% of the combined total of meetings of the
Board of Directors and meetings of each committee on which such director served.
The Board of Directors has adopted the United Bancorp, Inc. Corporate
Governance Guidelines, which you may find on United Bancorp's website at
www.unitedbancorp.com. The Board has also adopted the United Bancorp, Inc. Code
of Ethics and Business Conduct, which you may find on United Bancorp's website
at www.unitedbancorp.com.
Shareholders may communicate directly to the Board of Directors in
writing by sending a letter to the Board at: United Bancorp Board of Directors,
201 South Fourth Street, Martins Ferry, Ohio 43935. All letters directed to the
Board of Directors will be received and processed by the Corporate Secretary and
will be forwarded to the Chairman of the Nominating and Governance Committee
without any editing or screening.
COMMITTEES OF THE BOARD
The Board of Directors of United Bancorp has standing Executive, Audit,
Compensation, and Nominating and Governance Committees. The membership of these
committees is noted below.
EXECUTIVE COMMITTEE. Mr. James W. Everson, Chairman, and Messrs.
Hoopingarner, McGhee and Riesbeck are the members of the Corporation's Executive
Committee.
The Executive Committee met 4 times during 2003. The functions of this
committee are to act in the stead of the board between meetings, to receive
formal vendor presentations and to review with management and set the agenda for
each board meeting.
AUDIT COMMITTEE. Mr. Arciello, Chairman, and Messrs. McGhee and
Riesbeck are the members of the Audit Committee.
The Audit Committee met 4 times during 2003. The functions of
this Committee include the engagement of independent auditors, reviewing with
those independent auditors the plans and results of the audit engagement of the
Corporation, approving the annual audit plan and reviewing the results of the
procedures for internal auditing, reviewing the independence of the independent
auditors, reviewing the Corporation's financial results and Securities and
Exchange Commission filings, reviewing the effectiveness of the Corporation's
internal controls and similar functions and approving all auditing and
non-auditing services performed by its independent auditors. The Board of
Directors has adopted a written charter for the Audit Committee, which is
attached hereto as Annex A and which may be found on the Corporation's website
at www.unitedbancorp.com. All members of the Audit Committee meet the
independence standards of Rule 4200(a)(15) and the audit committee
qualifications of Rule 4350(d)(2) of the National Association of Securities
Dealers listing standards. The Board of Directors has determined that Michael J.
Arciello is an audit committee
financial expert for the Corporation and is independent as described in the
preceding sentence. The report of the Audit Committee for 2003 appears under the
caption "Report of the Audit Committee".
COMPENSATION COMMITTEE. Mr. Thomas, Chairman, and Messrs. Hoopingarner
and Richardson are the members of the Compensation Committee.
The Board of Directors has a Compensation Committee comprised entirely
of independent Directors. Director and executive officer compensation are
determined by this Committee of the Board of Directors. The Board of Directors
has adopted a Compensation Committee Charter which may be found on the
Corporation's website at www.unitedbancorp.com. This Committee met 1 time during
2003. The Compensation Committee's report on executive compensation matters for
2003 appears under the caption "Compensation Committee Report on Executive
Compensation".
NOMINATING AND GOVERNANCE COMMITTEE
The Board of Directors established a Nominating and Governance
Committee in February 2004 comprised entirely of independent Directors. Mr.
Riesbeck, Chairman, and Messrs. Hoopingarner and McGhee are the members of the
Nominating and Governance Committee. This Committee develops and recommends to
the Board corporate governance policies and guidelines for the Corporation and
for the identification and nomination of Director and committee member
candidates and recommends to the Board for nomination by the Board in accordance
with the Corporation's Amended Code of Regulations, nominees for election to the
Board and appointment to committee membership. The Board of Directors has
adopted a Nominating and Governance Committee Charter which may be found on the
Corporation's website at www.unitedbancorp.com. This Committee did not exist in
2003 and therefore did not meet in 2003.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the United Bancorp Board of Directors (the
"Committee") is composed of three directors, each of whom is independent as
defined by the National Association of Securities Dealers listing standards,
and operates under a written charter adopted by the Board of Directors which is
attached as Annex A.
Management is responsible for the Corporation's internal controls and
the financial reporting process. The independent auditors are responsible for
performing an independent audit of the Corporation's consolidated financial
statements in accordance with accounting principles generally accepted in the
United States of America, and to issue a report thereon. The Committee's
responsibility is to monitor and oversee the processes.
In this context, the Committee has met and held discussions with
management and the independent auditors. In discharging its oversight
responsibility as to the audit
process, the Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Corporation
that might bear on the auditors' independence consistent with Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees," discussed with the auditors any relationships that may impact their
objectivity and independence and satisfied itself as to the auditors'
independence. The Committee also discussed with management, the internal
auditors and the independent auditors the quality and adequacy of United
Bancorp's internal controls and the internal audit function's organization,
responsibilities, budget and staffing. The Committee reviewed both with the
independent and internal auditors their audit plans, audit scope and
identification of audit risks.
The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements. The Committee also discussed the results of the
internal audit examinations.
The Committee reviewed the audited consolidated financial statements of
United Bancorp as of and for the year ended December 31, 2003, with management
and the independent auditors.
Based on the above-mentioned review and discussions with management and
the independent auditors, the Committee recommended to the Board that United
Bancorp's audited consolidated financial statements be included in its Annual
Report on Form 10-K for the year ended December 31, 2003, for filing with the
Securities and Exchange Commission. The Committee also appointed the independent
auditors.
AUDIT COMMITTEE
Michael J. Arciello, Chairman
Terry A. McGhee
Richard L. Riesbeck
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to United
Bancorp for the fiscal years ended December 31, 2003 and December 31, 2002 by
Grant Thornton LLP, United Bancorp's principal accounting firm for 2003, and
Crow Chizek and Company LLC, United Bancorp's principal accounting firm for
2002.
December 31,
2003 2002
Audit Fees $ 57,575 $ 47,775
Audit-Related Fees (a) (a)
Tax Fees 5,500 (b) 4,425 (b)
All Other Fees (d) 39,490 (c)(d)
Total $ 63,075 $ 91,690
======== =========
-------------
a) Includes fees for services related to benefit plan audits, subsidiary
company audits, Statement on Auditing Standards No. 70 and trust compliance.
(b) Includes fees for services related to tax compliance and tax planning.
(c) Includes internal audit related services.
(d) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's independence.
The Audit Committee is responsible for pre-approving all auditing
services and permitted non-audit services to be performed by its independent
auditors, except as described below.
The Audit Committee will establish general guidelines for the
permissible scope and nature of any permitted non-audit services in connection
with its annual review of the audit plan and will review such guidelines with
the Board of Directors. Pre-approval may be granted by action of the full Audit
Committee or, in the absence of such Audit Committee action, by the Audit
Committee Chair whose action shall be considered to be that of the entire
Committee. Pre-approval shall not be required for the provision of non-audit
services if (1) the aggregate amount of all such non-audit services constitute
no more than 5% of the total amount of revenues paid by the Corporation to the
auditors during the fiscal year in which the non-audit services are provided,
(2) such services were not recognized by the Corporation at the time of
engagement to be non-audit services, and (3) such services are promptly brought
to the attention of the Audit Committee and approved prior to the completion of
the audit. No services were provided by Grant Thornton LLP or Crowe Chizek and
Company LLC pursuant to these exceptions.
EXECUTIVE COMPENSATION
AND OTHER INFORMATION
GENERAL. The following information relates to compensation of
management for the years ended December 31, 2003, 2002 and 2001, unless
otherwise noted below.
EXECUTIVE COMPENSATION. The following table sets forth the annual and
long-term compensation for United Bancorp's Chief Executive Officer and its four
other highest paid executive officers, as well as the total compensation paid to
each individual during United Bancorp's last three fiscal years.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES ALL OTHER
UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($) (A)
--------------------------- ---- ---------- --------- ----------- -------
James W. Everson............................... 2003 212,445 67,959 0 16,556
Chairman, President & Chief Executive 2002 202,178 66,862 0 12,986
Officer, United Bancorp, Inc. 2001 198,800 43,531 0 12,822
Alan M. Hooker................................. 2003 114,314 31,832 0 7,271
Executive Vice President & Chief 2002 108,622 35,036 0 7,301
Administration Officer, United Bancorp, 2001 106,600 12,500 0 4,313
Inc.
Scott A. Everson............................... 2003 111,224 36,083 0 5,452
Senior Vice President & Chief Operating 2002 87,960 30,764 0 5,131
Officer, United Bancorp, Inc. 2001 70,000 13,650 0 2,344
Randall M. Greenwood........................... 2003 90,000 25,612 0 3,091
Senior Vice President, Chief Financial 2002 83,562 24,824 0 2,805
Officer & Treasurer, United Bancorp, Inc. 2001 80,000 15,800 0 2,722
Norman F. Assenza, Jr.......................... 2003 86.007 24,476 0 4,225
Vice President, Chief Compliance 2002 86,088 25,575 0 4,594
Officer & Secretary, United Bancorp, 2001 84,400 16,670 0 5,304
Inc.
(A) The amounts shown in this column for the most recently completed fiscal
year were derived from the following figures: (1) contributions by
United Bancorp to its 401(k) Plan: Mr. James W. Everson, $7,000; Mr.
Hooker, $3,210, Mr. Scott A. Everson $3,808, Mr. Greenwood $2,597 and
Mr. Assenza, $2,481 and (2) the economic benefit of life insurance
coverage provided for the named executive officers: Mr. James W.
Everson, $6,959, Mr. Hooker, $1,353; Mr. Scott A. Everson $413, Mr.
Greenwood $484 and Mr. Assenza, $1,734.
Mr. Scott A. Everson, Senior Vice President & Chief Operating Officer
is the son of Mr. James W. Everson, Chairman, President and Chief
Executive Officer and a Director.
OPTION EXERCISES AND YEAR-END VALUE TABLE. The following table presents
information about stock options exercised during 2003 and unexercised stock
options at December 31, 2003 for the named executive officers.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN 2003 AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2003(#) DECEMBER 31, 2003($)
-------------------- --------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ------- ------------------------- -------------------------
James W. Everson 0 0 0/36,523 0/339,664
Alan M. Hooker 0 0 1,966/12,072 7,766/47,688
Scott A. Everson 0 0 0/0 0/0
Randall M. Greenwood 0 0 982/6,038 2,386/14,672
Norman F. Assenza, Jr. 0 0 1,056/7,304 9,821/69,927
CHANGE-IN-CONTROL ARRANGEMENTS. The Company has entered into
change-in-control agreements with Messrs. James W. Everson, Hooker, Scott A.
Everson, Greenwood and Assenza. The agreements provide that Mr. James W.
Everson, Mr. Hooker, Mr. Scott A. Everson, Mr. Greenwood and Mr. Assenza will be
entitled to a lump sum severance benefit in the event of their involuntary
termination of employment (other than for cause) following a "change in control"
of the Corporation. A change in control is defined to include the acquisition of
the Corporation and certain other changes in the voting control of the
Corporation. In the event of a change in control and the involuntary termination
of employment, the agreements provide that Mr. James W. Everson will receive
2.99 times his annual compensation, Mr. Hooker will receive 2.0 times his annual
compensation, Mr. Scott A. Everson will receive 2.0 times his annual
compensation, Mr. Greenwood will receive 1.0 time his annual compensation and
Mr. Assenza will receive 1.0 times his annual compensation in a lump sum cash
payment. Each agreement has a term of one year and is automatically extended for
one additional year unless, not later than June 30 of the preceding year, the
Corporation gives notice of termination of the agreement. The right of the
Corporation to terminate the employment of Mr. James W. Everson, Mr. Hooker, Mr.
Scott A. Everson, Mr. Greenwood and Mr. Assenza prior to a change in control is
unaffected by these agreements. In the event a change in control had occurred on
January 1, 2004, and Mr. James W. Everson's, Mr. Hooker's, Mr. Scott A.
Everson's, Mr. Greenwood's or Mr. Assenza'a employment had been involuntarily
terminated on such date (other than for cause), Mr. James W. Everson, Mr.
Hooker, Mr. Scott A. Everson, Mr. Greenwood and Mr. Assenza would have been
entitled to receive lump sum severance benefits of $856,058, $307,120, $291,592,
$117,421 and $114,063 respectively. In the event a potential change in control
is announced, the agreements obligate Mr. James W. Everson, Mr. Hooker, Mr.
Scott A. Everson, Mr. Greenwood and Mr. Assenza to remain in the employment of
the Corporation for not less than one year following the change in control of
the Corporation.
BANK OWNED LIFE INSURANCE
United Bancorp has split-dollar life insurance agreements with its
executive officers and certain directors. The economic benefit (the imputed
income amount of this insurance) for the year 2003 to the named executive
officers is included in the amounts for each of these executive officers set
forth in the Summary Compensation Table under the column "All Other
Compensation." The economic benefit (the imputed income amount of this
insurance) for the year 2003 to each director other than James W. Everson is as
follows: Mr. McGhee $29.00; Mr. Hoopingarner $30.00; Mr. Riesbeck $122.00; Mr.
Thomas $61.00.
United Bancorp owns the policies and pays all premiums due on the
policies that provide death benefits under the split dollar life insurance
agreements. Directors have the right to designate beneficiaries of death
proceeds up to $100,000, subject to forfeiture of that right upon the occurrence
of certain events. The named executive officers have the right to designate
beneficiaries of death proceeds up to four times the named executive officer's
annual base salary, subject to forfeiture of that right upon the occurrence of
certain events.
DIRECTOR COMPENSATION
United Bancorp compensates each director for services as a director in
the following manner: each director receives an annual retainer fee of $5,000
regardless of board meeting attendance and $456 per meeting attended. Each
member of the Compensation Committee receives $214 for each meeting attended.
The Chairman of the Audit Committee receives $400 and each other member of the
Audit Committee receives $250 for each meeting of the Audit Committee other than
in connection with a meeting of the Board of Directors.
PENSION PLAN
United Bancorp maintains a defined benefit pension plan for its
eligible fulltime employees. It may provide monthly benefits commencing as early
as age 50, but not later than age 70, for employees who terminate employment or
retire with 5 or more years of credited service.
Benefits at retirement or vested termination of employment are based on
years of credited service, and the average of the highest five consecutive years
of compensation. The plan is integrated with social security covered
compensation.
The table below sets forth retirement benefits at various levels of
compensation and years of service based upon retirement at age 65. For this
table, benefits are payable to the participant for life and are based on 2003
terms and factors.
BENEFIT TABLE FOR A PARTICIPANT ATTAINING AGE 65 IN 2003
YEARS OF SERVICE
----------------
AVERAGE
ANNUAL
SALARY($) 10 15 20 25 30 35 OR MORE
--------- -- -- -- -- -- ----------
200,000 32,142 48,213 64,284 80,355 96,426 112,497
170,000 26,692 40,338 53,784 67,230 80,676 94,122
150,000 23,392 35,088 46,784 58,480 70,176 81,872
125,000 19,017 28,526 38,034 47,543 57,051 66,560
100,000 14,642 21,963 29,284 36,605 43,926 51,247
75,000 10,267 15,401 20,534 25,668 30,801 35,935
50,000 5,892 8,838 11,784 14,730 17,676 20,622
25,000 2,750 4,125 5,500 6,875 8,250 9,625
10,000 1,100 1,650 2,200 2,750 3,300 3,850
Notes: Maximum annual pension available in 2003 in accordance with Section 415
of the Internal Revenue Code assuming a minimum of ten years
participation is $160,000.
The maximum annual compensation allowed under Section 401(a)(17) of the
Internal Revenue Code in determining a participant's benefit in 2003 is
$200,000.
As of December 31, 2003, Mr. James W. Everson had 42 years of credited
service with the Corporation, Mr. Hooker had 5 years of credited service with
the Corporation, Mr. Scott A. Everson had 12 years of credited service with the
Corporation, Mr. Greenwood had 6 years of credited service with the Corporation
and Mr. Assenza had 25 years of credited service with the Corporation.
OTHER COMPENSATION PLANS
United Bancorp established a stock option plan under which the
Corporation awarded options to acquire the Corporation's common shares to
directors and key employees of the Corporation and its subsidiaries. As of
December 31, 2003, there were no more common shares available for the grant of
options under the Plan.
United Bancorp has also established the United Bancorp, Inc. and United Bancorp,
Inc. Affiliate Banks Directors' Deferred Compensation Plan under which directors
of the Corporation may defer directors fees and instead receive United Bancorp
common shares on retirement or other termination of membership on the Board of
Directors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission (the
"SEC"), the Corporation is required to provide certain data and information in
regard to the compensation and benefits provided to the Corporation's Chief
Executive Officer and, if applicable, the four other most highly compensated
executive officers, whose compensation exceeded $100,000 during the
Corporation's last fiscal year. The Compensation Committee (the "Committee") has
the responsibility of determining the compensation policy and practices of the
Corporation with respect to all of the Corporation's executive officers. At the
direction of the Board of Directors, the Committee has prepared the following
report for inclusion in this Proxy Statement.
COMPENSATION PHILOSOPHY. This report reflects the Corporation's
compensation philosophy as endorsed by the Committee. The Committee determines
the level of compensation for the Chief Executive Officer and all other
executive officers within the constraints of the amounts approved by the Board.
Essentially, the executive compensation program of the Corporation has
been designed to:
- Support a pay-for-performance policy that rewards executive
officers for corporate performance.
- Motivate key senior officers to achieve strategic business
goals.
- Provide compensation opportunities which are competitive
within the banking industry, thus allowing the Corporation to
compete for and retain talented executives who are critical
to the Corporation's long-term success.
SALARIES. The Committee set the base salary paid to Mr. James W.
Everson at $187,500 effective January 1, 2003 and paid him director's fees in
the amount of $24,945
for serving on the Corporation's Board of Directors and two subsidiary banks'
boards of directors. Mr. Hooker's base salary was set at $107,000 for 2003 and
he was paid director fees of $7,314 for serving on the board of directors of a
subsidiary bank. Mr. Scott A. Everson's base salary was set at $100,000 for 2003
and he was paid director's fees of $11,224. Mr. Greenwood's base salary was set
at $90,000 for 2003. Mr. Assenza's base salary was set at $86,007 for 2003. The
Corporation has used the services of an independent outside consultant in
setting executive compensation, as well as compensation surveys. Executive
officers' salary increase determinations are based upon annual reviews of the
performance of such executives which assess, among other criteria, the
performance of the executive against goals set in the prior year, extraordinary
service, promotions within the organization and compensation levels for
management performing similar functions at other banking companies of similar
size, operations and financial performance.
INCENTIVE COMPENSATION. The executive officers of the Corporation
participate in incentive compensation plans which provide the opportunity to
earn an annual Incentive Award calculated as a percentage of salary, half based
on achievement of predetermined goals established by the boards of directors of
each subsidiary bank and half by the measured increase of annual earnings per
share of United Bancorp. The type and relative weighting of goals may change
from year to year. For 2003 the incentive amounts distributed were determined by
achievement against specific earnings per share growth, loan and deposit growth,
return on assets, return on equity. In addition, participants other than the
Chief Executive Officer have a portion of their incentives determined by goals
for their individual areas of responsibility. Eligibility and allocation of
incentive awards for all participants are determined by the Compensation
Committee.
CHIEF EXECUTIVE OFFICER COMPENSATION. James W. Everson's base salary
was adjusted from $178,500 for 2002 to $187,500 for 2003. The increase in base
salary was attributable to the record financial performance in 2002 as well as
the strong financial performance over the past several years.
COMPENSATION COMMITTEE
Matthew C. Thomas, Chairman
John M. Hoopingarner
L.E. Richardson, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 2003 the members of the Compensation Committee were Richard L.
Riesbeck, L. E. Richardson, Jr. and John M. Hoopingarner. Regulations of the
Securities and Exchange Commission require the disclosure of any related party
transactions with members of the Compensation Committee. During the past year,
certain directors and officers, including members of the Compensation Committee,
and one or more of their associates may have been customers of and had business
transactions with one or more of the bank subsidiaries of United Bancorp, Inc.
All loans included in such transactions
were made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with other persons, and did not involve more
than normal risk of collectability or present other unfavorable features. It is
expected that similar transactions will occur in the future. In addition, The
Citizens Savings Bank, a wholly-owned subsidiary of the Corporation, pursuant to
the terms of a lease entered into on April 1, 1998, paid Riesbeck Food Markets,
Inc. $26,004 in 2003, and over the 5-year fixed term of the lease, payments will
total $130,000 as lease payments for space used in an in-store banking location
at St. Clairsville, Ohio. Mr. Riesbeck is an officer, director and shareholder
of Riesbeck Food Markets, Inc. Management believes the lease between Riesbeck
Food Markets, Inc. and the Corporation was made on an arms-length basis.
Management employed a third party consulting firm that specializes in grocery
store banking facilities to establish the terms of the lease.
CERTAIN TRANSACTIONS
United Bancorp has engaged and intends to continue to engage in the
lending of money through its subsidiary banks to various of its Directors,
executive officers and corporations or other entities in which they may own a
controlling interest. The loans to such persons (i) were made in the ordinary
course of business, (ii) were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and (iii) did not involve more than a normal
risk of collectibility or did not present other unfavorable features. United
Bancorp, through its subsidiary, The Citizens Savings Bank, also engages in a
lease transaction with Riesbeck Food Markets, Inc., of which Richard Riesbeck, a
United Bancorp Director, is an officer, director and shareholder.
UNITED BANCORP PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for United Bancorp, the NASDAQ-Total U. S. Stock Index, SNL Bank Index,
SNL $250M-$500M Bank Index and the SNL Midwest Bank Index.
UNITED BANCORP, INC.
[TOTAL RETURN PERFORMANCE LINE GRAPH]
PERIOD ENDING
-----------------------------------------------------------------
INDEX 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
----------------------------------------------------------------------------------------------
United Bancorp, Inc. 100.00 68.28 59.54 72.65 79.66 117.94
NASDAQ - Total US 100.00 185.95 113.19 89.65 61.67 92.90
SNL Bank Index 100.00 96.92 114.46 115.61 106.01 143.00
SNL $250M-$500M Bank Index 100.00 93.03 89.58 127.27 164.11 237.11
SNL Midwest Bank Index 100.00 78.57 95.15 97.24 93.80 120.07
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires United
Bancorp's executive officers, directors and more than ten percent shareholders
("Insiders") to file with the Securities and Exchange Commission and United
Bancorp reports of their ownership of United Bancorp securities. Based upon
written representations and copies of reports furnished to United Bancorp by
Insiders, all Section 16 reporting requirements applicable to Insiders during
2003 were satisfied on a timely basis.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders may submit proposals appropriate for shareholder action at
the Corporation's Annual Meeting consistent with the regulations of the
Securities and Exchange Commission. For proposals to be considered for inclusion
in the Proxy Statement for the 2005 Annual Meeting, they must be received by the
Corporation no later than November 19, 2004. Such proposals should be directed
to United Bancorp, Inc., Attention: Chief Executive Officer, 201 South Fourth
Street, Martins Ferry, Ohio 43935. Any shareholder who intends to propose any
other matter to be acted upon at the 2005 Annual Meeting of Shareholders must
inform the Corporation not less than sixty nor more than ninety days prior to
the meeting; provided, however, that if less than seventy-five days' notice or
prior public disclosure of the date of the meeting is given to shareholders,
notice by the shareholder must be received not later than the close of business
on the fifteenth day following the earlier of the day on which such notice of
the date of the meeting was mailed or such public disclosure was made. If notice
is not provided by that date, the persons named in the Corporation's proxy for
the 2004 Annual Meeting will be allowed to exercise their discretionary
authority to vote upon any such proposal without the matter having been
discussed in the proxy statement for the 2004 Annual Meeting.
In order to make a director nomination at a shareholder meeting it is
necessary that you notify United Bancorp no fewer than 60 days in advance of the
meeting. In addition, the notice must meet all other requirements contained in
the Company's Code of Regulations.
SELECTION OF AUDITORS
For the year ended December 31, 2003, Grant Thornton LLP ("Grant
Thornton") served the Corporation as independent auditor. We expect
representatives of Grant Thornton to be present at the Annual Meeting with the
opportunity to make statements if they so desire and to be available to respond
to appropriate questions raised at the Annual Meeting.
On November 19, 2002, the Board of Directors of United Bancorp, upon
the recommendation of its Audit Committee, dismissed Crowe Chizek and Company
LLC ("Crowe Chizek") as the Corporation's independent public accountant for all
periods commencing on or after January 1, 2003, and engaged the firm of Grant
Thornton LLP as
its new independent public accountant, effective for the fiscal year beginning
January 1, 2003. Crowe Chizek's report on the consolidated financial statements
of the Corporation for each of the fiscal years ended December 31, 2002 and
December 31, 2001 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles. During the fiscal years ended December 31, 2002 and December 31,
2001, there were no disagreements between United Bancorp and Crowe Chizek on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Crowe Chizek, would have caused it to make reference to the
subject matter of the disagreement in connection with its reports. During the
fiscal years ended December 31, 2002 and December 31, 2001, there were no
reportable events as defined in Item 304(a)(1)(v) of SEC Regulation S-K.
OTHER BUSINESS
Management is not aware of any other matter which may be presented for
action at the meeting other than the matters set forth herein. Should any matter
other than those set forth herein be presented for a vote of the shareholders,
the proxy in the enclosed form directs the persons voting such proxy to vote in
accordance with their judgement.
ANNUAL REPORT TO SHAREHOLDERS
United Bancorp's Annual Report for its fiscal year ended December 31,
2003 accompanies this Proxy Statement but is not part of our proxy soliciting
material. You may obtain additional copies of our Annual Report by requesting
them from Norman F. Assenza, Jr., United Bancorp's Secretary.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY FORM AS PROMPTLY AS
POSSIBLE OR VOTE VIA PHONE OR INTERNET WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON.
ANNEX A
UNITED BANCORP, INC.
AUDIT COMMITTEE CHARTER
STATEMENT OF POLICY
The purpose of the audit committee is to oversee the Corporation's accounting
and financial reporting processes and the audits of the Corporation's financial
statements. The audit committee shall provide assistance to the board of
directors in fulfilling its oversight responsibilities by reviewing the
financial reports and related financial information provided by the Corporation
to governmental agencies or the general public, the Corporation's system of
internal controls and the effectiveness of its control structure, the
Corporation's compliance with designated laws and regulations, and the
Corporation's accounting, internal and external auditing and financial reporting
processes. In discharging its responsibilities, the audit committee shall:
- Serve as an independent and objective party to oversee the
Corporation's accounting and financial reporting processes,
internal control system, and the audits of the Corporation's
financial statements.
- Review and evaluate the audit procedures and results of the
Corporation's independent auditor and internal audit function.
- Approve, engage and terminate the independent auditor.
- Review and evaluate the independent auditor's qualifications,
performance and independence.
- Review, evaluate and approve any non-audit services the
independent auditor may perform for the Corporation and
disclose such approved non-audit services in periodic reports
to shareholders.
- Maintain free and open means of communication between the
board of directors, the independent auditor, the internal
auditor, and the management of the Corporation.
- Maintain free and open means of communication between
employees and the audit committee for the processing of
complaints received by the Corporation regarding questionable
accounting or auditing matters, including suspicions of
fraudulent activity.
- At least annually, review and if necessary or appropriate,
update this charter for consideration by the board of
directors and perform an evaluation of the audit committee
performance and function.
ORGANIZATION
The members of the audit committee shall be appointed by the board of directors
and may be removed by the board of directors. The audit committee may consult or
retain its own independent legal, accounting or other advisors and shall
determine the degree of independence from the Corporation required of those
advisors. The audit committee shall meet at least four times per year and will
report directly to the full board any issues that arise with respect to the
quality and integrity of the Corporation's general financial performance and
reporting and regulatory compliance. The audit committee may also meet
periodically by itself to discuss matters it determines require private audit
committee or board of directors' attention. Further, the audit committee shall
meet separately with management, with the internal auditor and with the
independent auditor. There will be at least three members of the audit
committee. A majority of the members of the audit committee shall be a quorum to
transact business.
RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE
The audit committee shall have the funding, resources and authority to discharge
its duties and responsibilities without seeking the approval of the board of
directors or management of the Corporation, including (1) the authority, funding
and resources to compensate the independent auditor engaged by the audit
committee for the purpose of preparing or issuing the audit report and
performing other audit, review and attest services for the Corporation, (2) the
authority, funding and resources to select, retain, terminate and approve the
fees and other terms of engagement of, special or independent counsel,
accountants and other advisors as deemed appropriate by the audit committee, and
(3) the authority to pay all its ordinary administrative expenses incurred in
carrying out its duties and responsibilities.
QUALIFICATIONS
The audit committee shall be composed entirely of independent directors,
determined by the board of directors under the United Bancorp Corporate
Governance Guidelines. The members of the audit committee, as determined by the
board of directors, shall also meet the independence and financial expertise
requirements of The Nasdaq Stock Market for audit committee members. At least
one member of the audit committee will have past employment experience in
finance or accounting, requisite professional certification in accounting, or
other comparable experience or background which results in the member's
financial sophistication.
INDEPENDENT AUDITORS
The independent auditor shall be engaged by and accountable to the audit
committee. The independent auditor will report directly to the audit committee.
The audit committee
shall have the sole authority to engage, compensate, evaluate and terminate the
independent auditor, to review with the independent auditor the nature and scope
of any disclosed relationships or professional services including all audit
engagement fees and terms, and to take appropriate action to ensure the
continuing independence of the auditor. The audit committee shall pre-approve,
or adopt appropriate procedures to pre-approve, all audit and non-audit services
to be provided by the independent auditor. The audit committee shall also set
clear policies and standards relating to the Corporation's hiring of employees
or former employees of the independent auditor to ensure continued independence
throughout the engagement of the independent auditor.
The audit committee shall, on an annual basis, obtain from the independent
auditor a written disclosure delineating all of its relationships and
professional services as required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees. The audit committee shall
engage in a dialogue with the independent auditor with respect to any disclosed
relationships or services that may impact the objectivity and independence of
the independent auditor and be responsible for taking appropriate action to
oversee the independence of the independent auditor. Additionally, the audit
committee will obtain and review a report of the independent auditor describing
its internal quality-control procedures, material issues raised by the most
recent internal quality-control review of the independent auditor or an inquiry
or investigation by a governmental authority involving one or more audits
carried out by the independent auditor in the preceding five years and any steps
or procedures taken to deal with any such issues. After reviewing the
independent auditor's report, the audit committee shall evaluate the auditor's
qualifications, performance and independence. The audit committee shall consider
the opinions of management and the internal auditor in making such evaluation.
As required by law, the audit committee shall confirm the regular rotation of
the lead and concurring audit partner, and consider whether there should be a
regular rotation of the auditor itself.
The independent auditor shall ascertain that the audit committee is made aware
of and timely report to the audit committee all necessary accounting policies
and practices to be used, all alternative treatments of financial information
within generally accepted accounting principles that have been discussed with
management and the risks of using such alternative treatments, and inform the
audit committee of other material written communications between the independent
auditor and management.
The audit committee will have complete oversight of the work done by the
independent auditor for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Corporation, including
resolution of any disagreement between management and the independent auditor
regarding financial reporting.
INTERNAL AUDIT
The internal auditor for the Corporation shall directly report to the chairman
of the audit committee, as well as to the boards of directors of the
Corporation's subsidiary banks, with administrative oversight provided by an
appropriate executive officer of the Corporation. The audit committee will
oversee the internal audit function and determine that the internal auditor is
establishing, maintaining and executing appropriate audit programs, policies and
procedures that govern the examination and audit of the ledgers, records,
procedures and operations of the Corporation and its affiliates.
COMPLAINT PROCEDURES
The audit committee will establish procedures for the receipt, retention and
treatment of complaints received by the Corporation regarding accounting,
internal accounting controls or auditing matters, and for the confidential,
anonymous submission by employees of the Corporation and its subsidiaries
regarding questionable accounting or auditing matters.
FINANCIAL REPORTING OVERSIGHT PROCESSES
In discharging its responsibilities to oversee governmental and public reporting
of financial information, the audit committee shall:
- Discuss with the internal auditor and the independent auditor,
with management present, the Corporation's significant
exposures (whether financial, operating or otherwise), and the
steps management has taken to monitor and control such
exposures, including the Corporation's risk assessment and
risk management policies.
- Discuss with the independent auditor, with management present,
the financial information to be included in the Corporation's
Annual Report of Form 10-K (and the annual report to
shareholders if distributed prior to the filing of the Form
10-K). The Chairman of the audit committee will discuss with
the independent auditor the quarterly financial information to
be included in the Corporation's Quarterly Reports on Form
10-Q, in each case including the disclosures under
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, in the Chairman's judgment,
involve other members of the audit committee in such
discussions as the Chairman deems appropriate.
- Discuss at least annually with the independent auditor, any
problems or difficulties the auditor has encountered in
connection with the annual audit or otherwise and review
management's response.
- At least annually, discuss with the internal auditor and the
independent auditor any significant issues regarding
accounting principles and financial statement presentations
and the adequacy of the Corporation's internal controls.
- Meet with the independent auditor, at least annually, and
review the independent auditor's performance, including the
audit committee's evaluation of the independent auditor's lead
partner.
PROXY ANNUAL MEETING UNITED BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoint Mr. John M. Hoopingarner, Mr. Terry A. McGhee and
Mr. Richard L. Riesbeck as Proxies, each with the power to appoint his
substitute, and hereby authorize each of them to represent and to vote, as
designated below, all the common shares of United Bancorp, Inc. held of record
by the undersigned on March 9, 2004, at the Annual Meeting of Shareholders to be
held on April 21, 2004, or any adjournment thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS. THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF
NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS.
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you access the web page.
TO VOTE BY INTERNET
Please access the web page at "www.voteproxy.com and follow the on-screen
instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS ____________.
1. TO ELECT AS DIRECTORS THE NOMINEES SET FORTH BELOW:
[ ] FOR all of the nominees listed [ ] WITHHOLD AUTHORITY to
below (except as marked to the vote for all of the nominees
contrary below). listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Michael J. Arciello
Terry A. McGhee
L.E. Richardson, Jr.
2. Upon the direction of the Board of Directors, the proxy holders are
authorized to vote upon such other business as may properly come before
the Annual Meeting.
Date: _______________, 2004
____________________________________
____________________________________
NOTE: Please sign exactly as name appears above. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
YOUR VOTE IS IMPORTANT. PLEASE MAKE, SIGN, DATE AND MAIL THIS PROXY
FORM WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.