UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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FedFirst Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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
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Dear Fellow Stockholder:
As has been my practice for the past two years, I will begin this years letter with a
reference to
believe and succeed,
a quote from Dr. Norman Vincent Peale that has been the
cornerstone of our management philosophy at FedFirst Financial Corporation since we began
assembling our team in September 2005. Our Board and management team continue to believe in and
execute on the strategic plan that has been developed to transform our companies into competitive
and profitable financial services businesses. Despite earnings for 2007 that might suggest
otherwise, our performance in many areas throughout the year demonstrates that our Company is
succeeding in accomplishing our objectives.
Continuing Advancement and Improvement
While 2007 proved to be an extremely challenging year in the financial markets and economy in
general, our Company grew stronger through a reshaping of our balance sheet: total loans, gross,
grew $14.4 million or 8.1%; total deposits increased $12.1 million or 8.4%, of which non-interest
bearing deposits accounts that must be earned from customers and prospects increased $3.5
million or 64.9%. The development of our business continues to shift from external to internal
generation, a clear signal that our new sales culture is progressing. As a result, our funding
sources have become more reliable and predictable.
Even though the restructuring of our securities portfolio at the end of the first quarter
resulted in a non-recurring loss of $1.4 million, the transaction enabled us to improve our yield
on $30.5 million of securities by 136 basis points, which resulted in an improvement in interest
income of over $400,000 on an annualized basis.
The 2002 purchase of an 80% stake of Exchange Underwriters Inc., a full-service independent
insurance agency, has proven to be a good investment as its earnings are recorded as fee income,
thereby diversifying the Banks revenue stream and insulating us from interest rate volatility.
In June, we opened our Washington Office, the ninth branch in our system, in the Land America
building in Washington, Pennsylvania. It, like our Peters Township, Pennsylvania office that opened
in 2006, will afford us the opportunity to access more vibrant demographic markets for both
commercial and consumer business. The Washington and Peters Township offices, as all of our
offices, have been staffed with quality personnel who are local residents of the markets they
serve. For the time being, we are satisfied that our branch infrastructure is complete. Therefore,
our goal for 2008 and beyond is to drive profitable core business that will pay for, and provide a
return on, our investment in people, branches, products and processes.
Our Model Branch, strategy which is designed to establish responsibilities for sales and
service of commercial and consumer business by our Market Managers and Branch Service Managers,
respectively, continued to develop and mature during 2007. Our sales culture is being driven by
four Market Managers and nine Branch Service Managers. With another year of experience, our teams
have begun to see referrals and generate additional business from existing customers on a more
consistent basis.
I am very pleased with the progress that our sales culture made in 2007 and is positioned to
make in the future. The employees and officers who are developing our infrastructure are generating
business within markets from customers and prospects we know. Initially, the cost of doing
business through high quality personnel who consistently exceed the expectations of our customers
and prospects may be more expensive, but I am confident that the enhancements we have made will pay
dividends for the long term.
Continuing Cost of Change
The cost of transforming the culture of the former thrift-minded association into a
financially competitive community banking organization continues to be an expensive and time
consuming proposition.
Moreover, it appears that 2008 will be a year of continued distress and challenge for not only
the financial markets but the economy at large. We began to experience the negative effects of the
current environment in 2007 when several large loans that had been purchased in packages in 2003
and earlier, defaulted. The resulting write-downs to these assets contributed significantly to the
increase in provision for loan losses in the third and fourth quarters. While the size of those
purchased packages is reducing through amortization, risk of default continues to be a concern,
particularly for the loans which reside outside of our core market.
Focus on Core Business
Our primary objective for FedFirst Financial Corporation and First Federal Savings Bank in
2008 and beyond is to continue to build upon what we have started over the past two years. We
believe we now have the team of employees and officers in place and that our infrastructure is
substantially complete. Our culture is moving in a positive direction along with the composition of
our balance sheet. Our focus will be directed at growing our core banking business and we will work
diligently toward that goal.
Once again, we at FedFirst Financial and First Federal Savings Bank thank you for your
investment and support over the past couple of years. I look forward to meeting many of you at our
next Annual Meeting of Stockholders scheduled for May 22, 2008.
With appreciation for your trust and confidence,
John G. Robinson
President
and Chief Executive Officer
Donner at Sixth Street
Monessen, Pennsylvania 15062
(724) 684-6800
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TIME AND DATE
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10:00 a.m. on Thursday, May 22, 2008
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PLACE
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Anthony M. Lombardi Education Conference Center,
Monongahela Valley
Hospital, 1163 Country Club Road,
Monongahela, Pennsylvania
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ITEMS OF BUSINESS
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(1) The election of two directors of the Company
for a term of three years;
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(2) The ratification
of the appointment of Beard Miller Company LLP as
independent registered public accountants for the
Company for the fiscal year ending December 31, 2008;
and
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(3) Such other
matters as may properly come before the annual meeting
or any postponements or adjournments of the annual
meeting. The Board of Directors is not aware of any
other business to come before the annual meeting.
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RECORD DATE
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In order to vote, you must
have been a stockholder at the
close of business on March 28,
2008.
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PROXY VOTING
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It is important that your
shares be represented and
voted at the meeting. You can
vote your shares by completing
and returning the proxy card
or voting instruction card
sent to you. Voting
instructions are printed on
your proxy card. You can
revoke a proxy at any time
prior to its exercise at the
meeting by following the
instructions in the proxy
statement.
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Patrick G. OBrien
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Corporate Secretary
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April 9, 2008
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NOTE: Whether or not you plan to attend the annual meeting, please vote by marking, signing, dating
and promptly returning the enclosed proxy card in the enclosed envelope.
FEDFIRST FINANCIAL CORPORATION
GENERAL INFORMATION
We are providing this proxy statement to you in connection with the solicitation of proxies by
the Board of Directors of FedFirst Financial Corporation to be used at the 2008 annual meeting of
stockholders and for any adjournment or postponement of the meeting. In this proxy statement, we
may also refer to FedFirst Financial Corporation as FedFirst Financial, the Company, we,
our or us.
FedFirst Financial is the holding company for First Federal Savings Bank. In this proxy
statement, we may also refer to First Federal Savings Bank as First Federal or the Bank.
We are holding the annual meeting at the Anthony M. Lombardi Education Conference Center,
Monongahela Valley Hospital, 1163 Country Club Road, Monongahela, Pennsylvania, on May 22, 2008 at
10:00 a.m., local time.
We intend to mail this proxy statement and the enclosed proxy card to stockholders of record
beginning on or about April 9, 2008.
INFORMATION ABOUT VOTING
Who Can Vote at the Meeting
You are entitled to vote the shares of FedFirst Financial common stock that you owned as of
the close of business on March 28, 2008. As of the close of business on March 28, 2008, a total of
6,479,100 shares of FedFirst Financial common stock were outstanding, including 3,636,875 shares of
common stock held by FedFirst Financial Mutual Holding Company (FFMHC). Each share of common
stock has one vote.
The Companys Charter provides that, until April 6, 2010, record holders of the Companys
common stock, other than FFMHC, who beneficially own, either directly or indirectly, in excess of
10% of the Companys outstanding shares are not entitled to any vote in respect of the shares held
in excess of the 10% limit.
Ownership of Shares; Attending the Meeting
You may own shares of FedFirst Financial in one of the following ways:
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Directly in your name as the stockholder of record;
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Indirectly through a broker, bank or other holder of record in street name; or
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Indirectly in the First Federal Savings Bank Retirement Plan (401(k) Plan) or the
First Federal Savings Bank Employee Stock Ownership Plan (ESOP).
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P-1
If your shares are registered directly in your name, you are the holder of record of these
shares and we are sending these proxy materials directly to you. As the holder of record, you have
the right to give your proxy directly to us or to vote in person at the meeting.
If you hold your shares in street name, your broker, bank or other holder of record is sending
these proxy materials to you. As the beneficial owner, you have the right to direct your broker,
bank or other holder of record how to vote by filling out a voting instruction form that
accompanies your proxy materials. Your broker, bank or other holder of record may allow you to
provide voting instructions by telephone or by the Internet. Please see the instruction form
provided by your broker, bank or other holder of record that accompanies this proxy statement. If
you hold your shares in street name, you will need proof of ownership to be admitted to the
meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of
ownership. If you want to vote your shares of FedFirst Financial common stock held in street name
in person at the meeting, you must obtain a written proxy in your name from the broker, bank or
other nominee who is the record holder of your shares.
Quorum and Vote Required
Quorum
. We will have a quorum and will be able to conduct the business of the annual meeting
if the holders of a majority of the outstanding shares of common stock entitled to vote are present
at the meeting, either in person or by proxy.
Votes Required for Proposals
. At this years annual meeting, stockholders will elect two
directors to serve a term of three years. In voting on the election of directors, you may vote in
favor of both nominees, withhold votes as to both nominees, or withhold votes as to either one of
the nominees. There is no cumulative voting for the election of directors. Directors must be
elected by a plurality of the votes cast at the annual meeting. This means that the nominees
receiving the greatest number of votes will be elected.
In voting on the ratification of the appointment of Beard Miller Company LLP as the Companys
independent registered public accounting firm, you may vote in favor of the proposal, vote against
the proposal or abstain from voting. To ratify the selection of Beard Miller Company LLP as our
independent registered public accounting firm for 2008, the affirmative vote of a majority of the
shares represented at the annual meeting and entitled to vote is required.
Routine and Non-Routine Proposals
. The rules of the New York Stock Exchange determine whether
proposals presented at stockholder meetings are routine or non-routine. If a proposal is routine, a
broker or other entity holding shares for an owner in street name may vote for the proposal without
receiving voting instructions from the owner. If a proposal is non-routine, the broker or other
entity may vote on the proposal only if the owner has provided voting instructions. A broker
non-vote occurs when a broker or other entity is unable to vote on a particular proposal and voting
instructions have not been received from the beneficial owner. The election of directors and the
ratification of Beard Miller Company LLP as our independent accounting firm for 2008 are currently
considered routine matters.
How We Count Votes
. If you return valid proxy instructions or attend the meeting in person,
we will count your shares for purposes of determining whether there is a quorum, even if you
abstain from voting. Broker non-votes, if any, also will be counted for purposes of determining the
existence of a quorum.
In the election of directors, votes that are withheld and broker non-votes will have no effect
on the outcome of the election.
P-2
In counting votes on the proposal to ratify the selection of the independent registered public
accountants, we will not count abstentions and broker non-votes as votes cast on the proposal.
Therefore, abstentions and broker non-votes will have no impact on the outcome of the proposal.
Voting by Proxy
The Board of Directors of FedFirst Financial is sending you this proxy statement for the
purpose of requesting that you allow your shares of FedFirst Financial common stock to be
represented at the annual meeting by the persons named in the enclosed proxy card. All shares of
FedFirst Financial common stock represented at the annual meeting by properly executed and dated
proxy cards will be voted according to the instructions indicated on the proxy card. If you sign,
date and return a proxy card without giving voting instructions, your shares will be voted as
recommended by the Companys Board of Directors.
The Board of Directors recommends a vote FOR
both of the nominees for director and FOR ratification of Beard Miller Company LLP as the
independent registered public accounting firm.
If any matters not described in this proxy statement are properly presented at the annual
meeting, the persons named in the proxy card will use their own best judgment to determine how to
vote your shares. This includes a motion to adjourn or postpone the annual meeting in order to
solicit additional proxies. If the annual meeting is postponed or adjourned, your FedFirst
Financial common stock may be voted by the persons named in the proxy card on the new annual
meeting date as well, unless you have revoked your proxy. We do not know of any other matters to be
presented at the annual meeting.
You may revoke your proxy at any time before the vote is taken at the meeting. To revoke your
proxy, you must either advise the Corporate Secretary of the Company in writing before your common
stock has been voted at the annual meeting, deliver a later dated proxy or attend the meeting and
vote your shares in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
Participants in the Banks ESOP or 401(k) Plan
If you participate in the ESOP or if you hold shares through the 401(k) Plan, you will receive
a voting instruction form for each plan that reflects all shares you may direct the trustees to
vote on your behalf under the plans. Under the terms of the ESOP, the ESOP trustee votes all shares
held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of common
stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary
duties, will vote all unallocated shares of Company common stock held by the ESOP and allocated
shares for which no voting instructions are received in the same proportion as shares for which it
has received timely voting instructions. Under the terms of the 401(k) Plan, a participant is
entitled to direct the trustee as to the shares in the FedFirst Financial Corporation Stock Fund
credited to his or her account. The trustee will vote all shares for which no directions are given
or for which instructions were not timely received in the same proportion as shares for which the
trustee received voting instructions. The deadline for returning your voting instructions to each
plans trustee is May 15, 2008.
P-3
CORPORATE GOVERNANCE AND BOARD MATTERS
Director Independence
The Companys Board of Directors consists of seven members, all of whom are independent under
the listing requirements of the NASDAQ Stock Market, except for Mr. Robinson, who is President and
Chief Executive Officer of FedFirst Financial and First Federal, and Mr. Boyer, who is President of
Exchange Underwriters, Inc., a subsidiary of First Federal. In determining the independence of its
directors, the Board considered transactions, relationships and arrangements between the Company
and its directors that are not required to be disclosed in this proxy statement under the heading
Transactions with Related Persons,
including loans or lines of credit that the Bank has directly
or indirectly made to Directors John G. Robinson, Joseph U. Frye, Jack M. McGinley and John J.
LaCarte and the commercial services provided to First Federal by businesses operated by Messrs.
Frye, McGinley and LaCarte. The amounts paid by First Federal for such services are not material to
either First Federal or the businesses of Messrs. Frye, McGinley or LaCarte.
Corporate Governance Policies
The Board of Directors has adopted a corporate governance policy to govern certain activities,
including: the duties and responsibilities of directors; the composition, responsibilities and
operation of the Board of Directors; the establishment and operation of board committees;
succession planning; convening executive sessions of independent directors; the Board of Directors
interaction with management and third parties; and the evaluation of the performance of the Board
of Directors and of the Chief Executive Officer.
Committees of the Board of Directors
The following table identifies our standing committees and their members as of March 11, 2008.
All members of each committee are independent in accordance with the listing requirements of the
NASDAQ Stock Market. The charters of all three committees are available in the Investor Relations
section of the Companys website (www.firstfederal-savings.com).
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Nominating/
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Corporate
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Governance
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Compensation
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Director
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Audit Committee
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Committee
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Committee
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Richard B. Boyer
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Joseph U. Frye
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X
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X
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X
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John M. Kish
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X
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X
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X
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John J. LaCarte
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X
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X
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X
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Jack M. McGinley
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X
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X
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X
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John G. Robinson
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David L. Wohleber
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X
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*
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X
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Number of Meetings in 2007
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4
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3
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3
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P-4
Audit Committee
The Board of Directors has a separately-designated standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit
Committee meets periodically with independent registered public accountants and management to
review accounting, auditing, internal control structure and financial reporting matters. The Board
of Directors has determined that John J. LaCarte and David L. Wohleber are audit committee
financial experts as such term is defined by the rules and regulations of the Securities and
Exchange Commission.
Compensation Committee
The Compensation Committee is responsible for all matters regarding FedFirst Financials and
First Federals employee compensation and benefit programs. The Compensation Committee reviews all
compensation components for the Companys Chief Executive Officer and other highly compensated
executive officers compensation, including base salary, annual incentive compensation, long-term
incentives/equity compensation, and benefits and other perquisites. The Compensation Committee also
reviews the recommendations of the Chief Executive Officer in determining the compensation of other
executive officers. Decisions by the Compensation Committee with respect to the compensation of
executive officers are approved by the full Board of Directors.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee takes a leadership role in shaping governance
policies and practices, including recommending to the Board of Directors the corporate governance
policies and guidelines applicable to FedFirst Financial and monitoring compliance with these
policies and guidelines. In addition, the Nominating/Corporate Governance Committee is responsible
for identifying individuals qualified to become Board members and recommending to the Board the
director nominees for election at the next annual meeting of stockholders. It recommends director
candidates for each committee for appointment by the Board.
Minimum Qualifications
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The Nominating/Corporate Governance Committee has adopted a set of
criteria that it considers when it selects individuals to be nominated for election to the Board of
Directors. First, a candidate must meet the eligibility requirements set forth in the Companys
bylaws, which include a requirement that the candidate not have been subject to certain criminal or
regulatory actions. A candidate also must meet any qualification requirements set forth in any
Board or committee governing documents.
The Nominating/Corporate Governance Committee will consider the following criteria in
selecting nominees: financial, regulatory and business experience; familiarity with and
participation in the local community; integrity, honesty and reputation; dedication to the Company
and its stockholders; independence; and any other factors the Nominating/Corporate Governance
Committee deems relevant, including age, diversity, size of the Board of Directors and regulatory
disclosure obligations.
In addition, prior to nominating an existing director for re-election to the Board of
Directors, the Nominating/Corporate Governance Committee will consider and review an existing
directors Board and committee attendance and performance; length of Board service; the experience,
skills and contributions that the existing director brings to the Board; and independence.
P-5
Director Nomination Process
. The process that the Nominating/Corporate Governance Committee
follows when it identifies and evaluates individuals to be nominated for election to the Board of
Directors is as follows:
For purposes of identifying nominees for the Board of Directors, the Nominating/Corporate
Governance Committee relies on personal contacts of the committee members and other members of the
Board of Directors, as well as its knowledge of members of First Federals local communities. The
Nominating/Corporate Governance Committee will also consider director candidates recommended by
stockholders in accordance with the policy and procedures set forth below. The Nominating/Corporate
Governance Committee has not previously used an independent search firm in identifying nominees.
In evaluating potential nominees, the Nominating/Corporate Governance Committee determines
whether the candidate is eligible and qualified for service on the Board of Directors by evaluating
the candidate under the selection criteria set forth above. In addition, the Nominating/Corporate
Governance Committee will conduct a check of the individuals background and interview the
candidate.
Consideration of Recommendations by Stockholders
. It is the policy of the
Nominating/Corporate Governance Committee of the Board of Directors of the Company to consider
director candidates recommended by stockholders who appear to be qualified to serve on the
Companys Board of Directors. The Nominating/Corporate Governance Committee may choose not to
consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the
Nominating/Corporate Governance Committee does not perceive a need to increase the size of the
Board of Directors. In order to avoid the unnecessary use of the Nominating/Corporate Governance
Committees resources, the Nominating/Corporate Governance Committee will consider only those
director candidates recommended in accordance with the procedures set forth below.
Procedures to be Followed by Stockholders.
To submit a recommendation of a director candidate
to the Nominating/Corporate Governance Committee, a stockholder should submit the following
information in writing, addressed to the Chairman of the Nominating/Corporate Governance Committee,
care of the Corporate Secretary, at the main office of the Company:
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The name of the person recommended as a director candidate;
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2.
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All information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended;
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3.
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The written consent of the person being recommended as a director candidate to being
named in the proxy statement as a nominee and to serving as a director if elected;
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4.
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As to the stockholder making the recommendation, the name and address, as they
appear on the Companys books, of such stockholder; provided, however, that if the
stockholder is not a registered holder of the Companys common stock, the stockholder
should submit his or her name and address along with a current written statement from
the record holder of the shares that reflects ownership of the Companys common stock;
and
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5.
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A statement disclosing whether such stockholder is acting with or on behalf of
any other person and, if applicable, the identity of such person.
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In order for a director candidate to be considered for nomination at the Companys annual
meeting of stockholders, the recommendation must be received by the Nominating/Corporate Governance
P-6
Committee at least 120 calendar days prior to the date the Companys proxy statement was released
to stockholders in connection with the previous years annual meeting, advanced by one year.
Directors Compensation
The following table sets forth the compensation received by non-employee directors for their
service on our Board of Directors during 2007.
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Fees Earned
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or Paid
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Stock
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Option
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in Cash
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Awards
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Awards
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Total
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Joseph U. Frye
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$
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21,600
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$
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10,110
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$
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7,900
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$
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39,610
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John M. Kish
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21,600
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10,110
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7,900
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39,610
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John J. LaCarte
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21,600
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10,110
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7,900
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|
|
39,610
|
|
Jack M. McGinley
|
|
|
21,600
|
|
|
|
10,110
|
|
|
|
7,900
|
|
|
|
39,610
|
|
David L. Wohleber
|
|
|
21,600
|
|
|
|
2,250
|
|
|
|
1,750
|
|
|
|
25,600
|
|
|
|
|
(1)
|
|
These amounts represent the compensation expense recognized for financial statement
reporting purposes in accordance with Statement of Financial Accounting Standard (SFAS)
123(R) on outstanding restricted stock awards for each of the non employee directors. The
amounts were calculated based upon the Companys stock price of $10.11 on the date of
grant, except the amount indicated for Mr. Wohleber, which was calculated based on the
Companys stock price of $9.00 on the date of grant. 3,000 shares of restricted stock
awards were made to Mr. Wohleber on July 24, 2007. When shares become vested and are
distributed from the trust in which they are held, the recipient will also receive an
amount equal to accumulated cash and stock dividends (if any) paid with respect thereto,
plus earnings thereon. At December 31, 2007, each non-employee director had 1,000 vested
shares and 4,000 unvested shares of restricted stock held in trust, except Mr. Wohleber,
who had no vested shares and 3,000 unvested shares.
|
|
(2)
|
|
These amounts represent the compensation expense recognized for financial statement
reporting purposes in accordance with SFAS 123(R) for outstanding stock option awards for
each of the non-employee directors. 7,500 options were awarded to Mr. Wohleber on July 24,
2007. The fair value of all options was $3.16 on the date of grant, except for options
awarded to Mr. Wohleber, which had a fair value of $2.80 on the date of grant. The Company
uses the Black-Scholes option pricing model to estimate its compensation cost for stock
option awards. For information on the assumptions used to compute the fair value, see Note
12 to the Notes to the Financial Statements contained in the Companys Annual Report on
Form 10-K for the year ended December 31, 2007. The actual value, if any, realized by a
director from any option will depend on the extent to which the market value of the common
stock exceeds the exercise price of the option on the date the option is exercised.
Accordingly, there is no assurance that the value realized by a director will be at or near
the value estimated above. At December 31, 2007, each non-employee director had 2,500
vested stock options and 10,000 unvested stock options, except for Mr. Wohleber, who had no
vested stock options and 7,500 unvested stock options.
|
Cash Retainer and Meeting Fees for Non-Employee Directors.
Each non-employee director of First
Federal receives a monthly fee of $1,800. Directors do not receive any additional fees based upon
committee membership or attendance at Board meetings. Neither FedFirst Financial nor FFMHC pays any
fees to its directors.
Director Fee Continuation Agreement.
We have entered into individual agreements with Joseph U.
Frye, John J. LaCarte and Jack M. McGinley that provide the directors with a payment upon
retirement in exchange for the directors continued service to First Federal. Each participating
director is entitled to an annual benefit for ten years equal to $100 multiplied by the number of
years of service (including any
P-7
partial year) that a director served up to and including his year of retirement. Payments
under these agreements commence on the first day of the month following the date the director
retires following his 65th birthday and completion of ten full years of service with First Federal.
In the event that a director dies while serving on the Board of Directors, the directors
beneficiary will receive an annual benefit equal to $100 multiplied by the number of full years
that the director served from the date of first service to the date of death. The death payment
will be made either in a lump sum or in installments over a ten year period at the discretion of
First Federal. All payments under the agreements are subject to a vesting schedule of 10% for each
full year of service with First Federal up to a maximum of 100%. The agreements terminate if a
director voluntarily terminates service with First Federal prior to retirement or is terminated by
First Federal without cause. The director, as severance, will then receive a sum equal to the
accrued balance in his liability reserve account multiplied by his vested percentage. Severance
payments under the agreements will be paid in ten annual installments.
Director Split Dollar Arrangements.
We have entered into split dollar life insurance
agreements with Joseph U. Frye, John J. LaCarte and Jack M. McGinley that provide for a cash
payment in the event they die while in service with us. Under the terms of the agreements, we are
the owners of and pay all the premiums on the life insurance policies under which the individuals
are insured. These life insurance policies are single premium policies. The premiums, which totaled
$830,000, were paid in full in 1999 when the split dollar arrangements were entered into with the
directors. Under the directors split-dollar arrangements, if a director is in service at the time
of his death, his designated beneficiary is entitled to an amount equal to the lesser of $25,000,
or the total insurance proceeds less the cash value of the policy. If a director is not in service
at the time of his death, his designated beneficiary will receive a prorated benefit based on the
directors years of service with First Federal. The remainder of the death benefit under the
agreements is owned by First Federal.
Director Emeritus Program.
First Federal maintains a director emeritus program for retired
directors. Currently, the only director emeritus is John M. McGinley, our former Chairman. Under
the program, a participating director is eligible to receive such compensation and benefits, if
any, as determined from time to time by the Board of Directors. A director emeritus shall be
eligible to participate in any plan of the Bank, or any affiliate, that grants stock-based benefits
to non-employee directors. Additionally, while serving as a director emeritus, any unvested or
un-exercisable stock-based awards held by a director emeritus will continue to vest or become
exercisable, subject to the terms and conditions of the grant or plan under which the awards were
granted.
Board and Committee Meetings
During the year ended December 31, 2007, the Board of Directors of the Company held 7 meetings
and the Board of Directors of the Bank held 13 meetings. No director attended fewer than 75% of the
total meetings of the Companys Board of Directors.
Director Attendance at Annual Meeting of Stockholders
The Board of Directors encourages directors to attend the annual meeting of stockholders. All
but one of the directors of the Company attended the 2007 annual meeting of stockholders.
Code of Ethics and Business Conduct
FedFirst Financial has adopted a Code of Ethics and Business Conduct that is designed to
ensure that the Companys directors and employees meet the highest standards of ethical conduct.
The Code of Ethics and Business Conduct, which applies to all employees and directors, addresses
conflicts of interest, the treatment of confidential information, general employee conduct and
compliance with applicable
P-8
laws, rules and regulations. In addition, the Code of Ethics and Business Conduct is designed
to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest,
full and accurate disclosure and compliance with all applicable laws, rules and regulations. A copy
of the Code of Ethics and Business Conduct can be found in the Investor Relations section of the
Companys website (www.firstfederal-savings.com).
AUDIT RELATED MATTERS
Report of the Audit Committee
The Companys management is responsible for the Companys internal controls and financial
reporting process. The independent registered public accountants are responsible for performing an
independent audit of the Companys Consolidated Financial Statements and issuing an opinion on the
conformity of those financial statements with generally accepted accounting principles. The Audit
Committee oversees the Companys internal controls and financial reporting process on behalf of the
Board of Directors.
In this context, the Audit Committee has met and held discussions with management and the
independent registered public accountants. Management represented to the Audit Committee that the
Companys Consolidated Financial Statements were prepared in accordance with generally accepted
accounting principles, and the Audit Committee has reviewed and discussed the consolidated
financial statements with management and the independent registered public accountants. The Audit
Committee discussed with the independent registered public accountants matters required to be
discussed by Statement on Auditing Standards No. 114 (Communication With Those Charged With
Governance), including the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of the disclosures in the financial
statements.
In addition, the Audit Committee has received the written disclosures and the letter from the
independent registered public accountants required by the Independence Standards Board Standard No.
1 (Independence Discussions With Audit Committees) and has discussed with the independent
registered public accountants the auditors independence from the Company and its management. In
concluding that the auditors are independent, the Audit Committee considered, among other factors,
whether the non-audit services provided by the auditors were compatible with its independence.
The Audit Committee discussed with the Companys independent registered public accountants the
overall scope and plans for their audit. The Audit Committee meets with the independent registered
public accountants, with and without management present, to discuss the results of their
examination, their evaluation of the Companys internal controls, and the overall quality of the
Companys financial reporting.
In performing all of these functions, the Audit Committee acts only in an oversight capacity.
In its oversight role, the Audit Committee relies on the work and assurances of the Companys
management, which has the primary responsibility for financial statements and reports, and of the
independent registered public accountants who, in their report, express an opinion on the
conformity of the Companys financial statements to generally accepted accounting principles. The
Audit Committees oversight does not provide it with an independent basis to determine that
management has maintained appropriate accounting and financial reporting principles or policies, or
appropriate internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit Committees considerations
and discussions with management and the independent registered public accountants do not assure
that the Companys Financial Statements are
P-9
presented in accordance with generally accepted accounting principles, that the audit of the
Companys Consolidated Financial Statements has been carried out in accordance with the standards
of the Public Company Accounting Oversight Board or that the Companys independent registered
public accountants are in fact independent.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended
to the Board of Directors, and the Board has approved, that the audited consolidated financial
statements be included in the Companys Annual Report on Form 10-K for the year ended December 31,
2007 for filing with the Securities and Exchange Commission. The Audit Committee and the Board of
Directors also have approved, subject to stockholder ratification, the selection of the Companys
independent registered public accountants.
Audit Committee of the Board of Directors
of FedFirst Financial Corporation
David L. Wohleber (Chairman)
Joseph U. Frye
John M. Kish
John J. LaCarte
Jack M. McGinley
Audit Fees
The following table sets forth the fees billed to the Company for the fiscal years ended
December 31, by its independent registered public accountants:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Audit fees
(1)
|
|
$
|
85,729
|
|
|
$
|
89,868
|
|
Audit related fees
|
|
|
|
|
|
|
|
|
Tax fees
|
|
|
17,750
|
|
|
|
5,650
|
|
All other fees
(2)
|
|
|
|
|
|
|
2,650
|
|
|
|
|
(1)
|
|
Consists of fees for professional services rendered for the audit of the
consolidated financial statements and the review of financial statements included in
quarterly reports on Form 10-QSB.
|
|
(2)
|
|
Fees for services rendered with respect to First Federals Peters Township
branch which opened in July 2006.
|
Policy on Pre-Approval of Audit and Permissible Non-Audit Services
The Audit Committee is responsible for appointing, setting compensation and overseeing the
work of the independent auditor. In accordance with its charter, the Audit Committee approves, in
advance, all audit and permissible non-audit services to be performed by the independent auditor.
Such approval process ensures that the external auditor does not provide any non-audit services to
the Company that are prohibited by law or regulation.
In addition, the Audit Committee has established a policy regarding pre-approval of all audit
and permissible non-audit services provided by the independent auditor. Requests for services by
the independent auditor for compliance with the auditor services policy must be specific as to the
particular services to be provided.
P-10
The request may be made with respect to either specific services or a type of service for
predictable or recurring services.
During the year ended December 31, 2007, all services were approved, in advance, by the Audit
Committee in compliance with these procedures.
STOCK OWNERSHIP
The following table provides information as of March 11, 2008 about the persons known to
FedFirst Financial to be the beneficial owners of more than 5% of the Companys outstanding common
stock. A person may be considered to beneficially own any shares of common stock over which he or
she has, directly or indirectly, sole or shared voting or investing power.
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Percent of Common
|
Name and Address
|
|
Shares Owned
|
|
Stock Outstanding
(1)
|
|
|
|
|
|
|
|
|
|
|
FedFirst Financial Mutual Holding Company
Donner at Sixth Street
Monessen, Pennsylvania 15062
(724) 684-6800
|
|
|
3,636,875
|
(2)
|
|
|
56.1
|
%
|
|
|
|
|
|
|
|
|
|
Third Avenue Management LLC
622 Third Avenue
New York, NY 10017
|
|
|
384,936
|
(3)
|
|
|
5.9
|
%
|
|
|
|
(1)
|
|
Based on 6,479,100 shares of the Companys common stock outstanding and entitled to
vote as of March 11, 2008.
|
|
(2)
|
|
The members of the Board of Directors of FFMHC and FedFirst Financial also constitute
the Board of Directors of First Federal.
|
|
(3)
|
|
Based on information contained in a Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2008.
|
P-11
The following table provides information as of March 11, 2008 about the shares of FedFirst
Financial common stock that may be considered to be beneficially owned by each director, each
executive officer named in the summary compensation table and all directors and executive officers
of the Company as a group. A person may be considered to beneficially own any shares of common
stock over which he or she has, directly or indirectly, sole or shared voting or investment power.
Unless otherwise indicated, none of the shares listed are pledged as security, and each of the
named individuals has sole voting power and sole investment power with respect to the number of
shares shown. All directors and executive officers as a group own 3.7% of the Companys outstanding
shares. None of the individual directors or executive officers owns more than one percent of the
Companys outstanding shares based on 6,479,100 shares of the Companys common stock outstanding
and entitled to vote as of March 11, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
Stock
|
|
Options Exercisable
|
|
|
Name
|
|
(1)(2)
|
|
Within 60 Days
|
|
Total
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard B. Boyer
|
|
|
25,284
|
|
|
|
3,000
|
|
|
|
28,284
|
|
Joseph U. Frye
|
|
|
20,000
|
(3)
|
|
|
2,500
|
|
|
|
22,500
|
|
John M. Kish
|
|
|
10,000
|
|
|
|
2,500
|
|
|
|
12,500
|
|
John J. LaCarte
|
|
|
30,500
|
(4)
|
|
|
2,500
|
|
|
|
33,000
|
|
Jack M. McGinley
|
|
|
14,650
|
|
|
|
2,500
|
|
|
|
17,150
|
|
John G. Robinson
|
|
|
27,081
|
|
|
|
12,000
|
|
|
|
39,081
|
|
David L. Wohleber
|
|
|
5,500
|
|
|
|
|
|
|
|
5,500
|
|
Named Executive Officer Who Is Not Also A
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick G. OBrien
|
|
|
18,025
|
(5)
|
|
|
9,000
|
|
|
|
27,025
|
|
All directors and executive officers as
a group (14 persons)
|
|
|
194,636
|
|
|
|
43,400
|
|
|
|
238,036
|
|
|
|
|
(1)
|
|
This column includes shares of unvested restricted stock held in trust as part of the 2006
Incentive Plan with respect to which individuals have voting but not investment power as
follows: Mr. Boyer6,000 shares, Messrs. Frye, Kish, LaCarte and McGinley4,000 shares, Mr.
OBrien12,000 shares, Mr. Robinson16,000 and Mr. Wohleber3,000 shares. All restricted
stock awards vest in five equal annual installments commencing one year from the date of
grant, which was July 24, 2007 for Mr. Wohlebers award and August 8, 2006 for all other
awards.
|
|
(2)
|
|
Includes shares allocated to the account of individuals under the Banks ESOP with respect to
which individuals have voting but not investment power as follows: Mr. Boyer 3,241 shares,
Mr. OBrien1,890, and Mr. Robinson2,081.
|
|
(3)
|
|
Includes 5,000 shares held in an individual retirement account of Mr. Fryes spouse.
|
|
(4)
|
|
Includes 10,000 shares held by a corporation controlled by Mr. LaCarte.
|
|
(5)
|
|
Includes 1,050 shares held in trust in the Banks 401(k) Plan.
|
ITEMS TO BE VOTED ON BY STOCKHOLDERS
Item 1 Election of Directors
The Companys Board of Directors consists of seven members. The Board is divided into three
classes with three-year staggered terms, with approximately one-third of the directors elected each
year. The Board of Directors nominees for election this year, to serve for a three-year term or
until their respective successors have been elected and qualified, are Joseph U. Frye and John J.
LaCarte. Each of the nominees is currently a director of FedFirst Financial and First Federal.
P-12
Unless you indicate on the proxy card that your shares should not be voted for certain
nominees, the Board of Directors intends that the proxies solicited by it will be voted for the
election of all of the Boards nominees. If any nominee is unable to serve, the persons named in
the proxy card would vote your shares to approve the election of any substitute proposed by the
Board of Directors. At this time, the Board of Directors knows of no reason why any nominee might
be unable to serve.
The Board of Directors recommends a vote FOR the election of Joseph U. Frye and John J.
LaCarte.
Information regarding the Board of Directors nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his current occupation for the
last five years. The age indicated for each individual is as of December 31, 2007. The indicated
period of service as a director includes the period of service as a director of First Federal.
Board Nominees for Election of Directors
The following directors are nominees for election for terms ending in 2011:
Joseph U. Frye
has served as President of Frye Construction since 1969. Mr Frye is also the
owner of FCI Associates. Age 66. Director since 1996.
John J. LaCarte
has been the President of Model Cleaners, Uniforms & Apparel LLC since 1992.
Age 41. Director since 1998.
Directors Continuing in Office
The following directors have terms ending in 2009:
Jack M. McGinley
has been the Chief Executive Officer of McGinley Maintenance, Inc. since
1981. Age 52. Director since 1998.
John G. Robinson
has served as President, Chief Executive Officer and a director of FedFirst
Financial and First Federal since September 2005. Before joining FedFirst Financial, Mr. Robinson
served as Senior Vice President of PNC Bank, Pittsburgh, from June 2001 to June 2005. Prior to
serving as Senior Vice President, Mr. Robinson was Vice President of PNC Bank, Pittsburgh from 1986
to 2001. Age 57. Director since 2005.
The following directors have terms ending in 2010:
Richard B. Boyer
has been President of Exchange Underwriters, Inc. since 1989. In June 2002,
First Federal purchased an 80% interest in Exchange Underwriters, Inc., which had previously been
100% owned by Mr. Boyer. Mr. Boyer has also served as Vice President-Insurance of First Federal
since 2003. Age 49. Director since 2002.
John M. Kish
is a retired banker. Mr. Kish served as the Chairman and Chief Executive Officer
of GA Financial, Inc. and its wholly-owned subsidiary, Great American Federal, from 1996 until May
2004. Age 62. Director since 2005.
P-13
David L. Wohleber
is a Certified Public Accountant and Executive Vice President of Eatn Park
Hospitality Group, Inc. He joined Eatn Park in 1977 after serving as a senior audit manager with
Price Waterhouse & Co. Age 64. Director since 2006.
Item 2 Ratification of the Independent Registered Public Accounting Firm
Edwards Sauer & Owens, P.C. was the Companys independent registered public accounting firm
for the year ended December 31, 2007. In connection with the merger of Edwards Sauer & Owens P.C.
with Beard Miller Company LLP, Edwards Sauer & Owens P.C. resigned as the independent registered
public accounting firm of the Company on January 1, 2008. On the same date, the Company engaged
Beard Miller Company LLP as its successor independent registered public accounting firm. The
engagement of Beard Miller Company LLP was approved by the Audit Committee of the Companys Board
of Directors. The Companys consolidated financial statements as of and for the year ended December
31, 2007 were audited by Beard Miller Company LLP.
The report of Edwards Sauer & Owens P.C. on the consolidated financial statements of the
Company as of and for the fiscal year ended December 31, 2006 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 Companys fiscal years ended December 31, 2006 and 2007 and subsequent interim
period through January 1, 2008, there were no disagreements between the Company and Edwards Sauer &
Owens P.C. 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 Edwards
Sauer & Owens P.C., would have caused Edwards Sauer & Owens P.C. to make reference to the subject
matter of the disagreements in connection with its audit reports on the Companys consolidated
financial statements.
During the Companys fiscal years ended December 31, 2006 and 2007 and subsequent interim
period through January 1, 2008, the Company did not consult with Beard Miller regarding: (1) the
application of accounting principles to a specified transaction, either completed or proposed; (2)
the type of audit opinion that might be rendered on the Companys financial statements; or (3) any
matter that was either the subject of a disagreement with Edwards Sauer & Owens P.C. on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or
procedure or the subject of a reportable event.
The Audit Committee of the Board of Directors has appointed Beard Miller Company LLP to be the
Companys independent registered public accountants for the 2008 fiscal year, subject to
ratification by stockholders. A representative of Beard Miller Company LLP is expected to be
present at the annual meeting to respond to appropriate questions from stockholders and will have
the opportunity to make a statement should he or she desire to do so.
If the ratification of the appointment of the independent registered public accountants is not
approved by the stockholders at the annual meeting, the Audit Committee will consider other
independent registered public accountants.
The Board of Directors recommends that stockholders vote FOR the ratification of the
appointment of independent registered public accountants.
P-14
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides information concerning total compensation earned or paid to the
Chief Executive Officer and the two other most highly compensated executive officers of the Company
who served in such capacities at December 31, 2007. These three officers are referred to as the
named executive officers in this proxy statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
All Other
|
|
|
Position
|
|
Year
|
|
Salary
|
|
Awards
(1)
|
|
Awards
(2)
|
|
Compensation
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John G. Robinson
|
|
|
2007
|
|
|
$
|
184,000
|
|
|
$
|
40,440
|
|
|
$
|
37,920
|
|
|
$
|
16,055
|
|
|
$
|
278,415
|
|
President and CEO
|
|
|
2006
|
|
|
|
180,566
|
|
|
|
15,800
|
|
|
|
16,850
|
|
|
|
17,884
|
|
|
|
231,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick G. OBrien
|
|
|
2007
|
|
|
|
168,000
|
|
|
|
30,330
|
|
|
|
28,440
|
|
|
|
25,360
|
(3)
|
|
|
252,130
|
|
Exec. Vice
President
|
|
|
2006
|
|
|
|
163,284
|
|
|
|
11,850
|
|
|
|
12,638
|
|
|
|
27,422
|
|
|
|
215,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard B. Boyer
|
|
|
2007
|
|
|
|
186,897
|
(4)
|
|
|
15,165
|
|
|
|
9,480
|
|
|
|
15,031
|
|
|
|
226,573
|
|
Exec. Vice
President
|
|
|
2006
|
|
|
|
172,507
|
|
|
|
3,950
|
|
|
|
6,319
|
|
|
|
17,186
|
|
|
|
199,962
|
|
|
|
|
(1)
|
|
These amounts represent the compensation expense recognized for financial statement reporting
purposes in accordance with SFAS 123(R) on outstanding restricted stock awards for each of the
named executive officers. The amounts were calculated based upon the Companys stock price of
$10.11 on the date of grant. When shares become vested and are distributed from the trust in
which they are held, the recipient will also receive an amount equal to accumulated cash and
stock dividends (if any) paid with respect thereto, plus earnings thereon.
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(2)
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These amounts represent the compensation expense recognized for financial statement reporting
purposes in accordance with SFAS 123(R) for outstanding stock option awards for each of the
named executive officers. The grant date fair value for all options was $3.16. The Company
uses the Black-Scholes option pricing model to estimate its compensation cost for stock option
awards. For further information on the assumptions used to compute the fair value, see Note 12
to the Notes to the Financial Statements contained in the Companys Annual Report on Form
10-K. The actual value, if any, realized by an executive officer from any option will depend
on the extent to which the market value of the common stock exceeds the exercise price of the
option on the date the option is exercised. Accordingly, there is no assurance that the value
realized by an executive officer will be at or near the value estimated above.
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(3)
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Includes, but is not limited to, amounts paid by First Federal for cell phone expenses and
health and dental insurance premiums.
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(4)
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Mr. Boyers salary, which includes commissions, was paid by Exchange Underwriters, Inc.
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Employment Agreements.
FedFirst Financial and First Federal entered into employment agreements
with John G. Robinson and Patrick G. OBrien effective October 11, 2005. The agreements were
subsequently amended on September 19, 2006. The executives agreements provide an initial term
commencing on September 19, 2005 and ending on September 19, 2007. In September 2006 and 2007 the
Board of Directors extended the term of each executives agreement for an additional year so that
the then current term of each agreement was two years. The agreements provide for base salaries,
subject to annual review by the Board. The current base salaries for Messrs. Robinson and OBrien
are $184,000 and $164,000, respectively. In addition to the base salaries, the employment
agreements provide for, among other things, discretionary bonuses, participation in stock benefit
plans and other fringe benefits applicable to executive personnel. The employment agreements also
provide that we will indemnify Messrs. Robinson and OBrien to the fullest extent legally
allowable.
Effective June 1, 2002, Exchange Underwriters entered into an employment agreement with
Richard B. Boyer, Chief Operating Officer of Exchange Underwriters. The agreement is for a six-year
P-15
term, which may be renewed by Exchange Underwriters for an additional six-year period upon notice
to Mr. Boyer at least 90 days prior to the expiration of the initial term. On February 26, 2008,
Exchange Underwriters and Mr. Boyer agreed to extend the period during which Exchange Underwriters
has the option to renew the agreement to up to 30 days prior to the expiration of the initial term.
The agreement provides Mr. Boyer with an annual base salary of $100,000, plus 20% of all
commissions received by Exchange Underwriters from sales and/or renewals of insurance policies from
a select customer specified in the agreement and 25% of all first-year commissions generated by Mr.
Boyer and received by the company from sales of insurance policies to new customers. Mr. Boyers
compensation may be reviewed by Exchange Underwriters in the event of a material change in his
business responsibilities during the term of the agreement. In addition to cash compensation, Mr.
Boyer is entitled to receive health and welfare benefits, including disability and life insurance,
and other fringe benefits on an equivalent basis to senior officers of First Federal. Mr. Boyers
employment agreement may be terminated by Exchange Underwriters with or without cause, as defined
in the agreement, or by Mr. Boyer, with at least 60 days written notice to the other party. The
agreement also contains confidentiality and non-solicitation covenants that restrict Mr. Boyer from
engaging in employment that would compete with the business of Exchange Underwriters for a period
commencing on June 1, 2002 and ending five years after the date on which Mr. Boyer ceases to be
employed by Exchange Underwriters, unless Mr. Boyer is terminated without cause or resigns after
specified circumstances that would constitute constructive termination.
Effective May 29, 2002, First Federal also entered into an employment agreement with Mr.
Boyer, with a term continuing until the termination of Mr. Boyers employment agreement with
Exchange Underwriters. Mr. Boyers duties under the agreement with First Federal are to operate
Exchange Underwriters as its Chief Operating Officer. Contributions to the First Federal executive
supplemental retirement plan, on Mr. Boyers behalf, constitute First Federals total
participation in Mr. Boyers compensation and benefits.
See
Potential Post-Termination Benefits
for a discussion of the benefits and payments
Messrs. Robinson, OBrien and Boyer may receive under their employment agreements upon retirement
or termination of employment.
P-16
Outstanding Equity Awards at Fiscal Year-End
The following table provides information concerning unexercised options, stock awards that
have not vested and equity incentive plan awards for each named executive officer outstanding as of
December 31, 2007.
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Option Awards
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Stock Awards
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Number of
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Number of
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Securities
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Securities
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Number of Shares or
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Market Value of
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Underlying
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Underlying
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Option
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Option
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Units of Stock That
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Shares or Units of
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Unexercised Options
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Unexercised Options
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Exercise
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Expiration
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Have Not
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Stock That Have Not
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Name
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Exercisable
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Unexercisable
(1)
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Price
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Date
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Vested
(2)
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Vested
(3)
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John G. Robinson
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12,000
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48,000
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$
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10.11
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8/8/16
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16,000
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$
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144,320
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Patrick G. OBrien
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9,000
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36,000
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10.11
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8/8/16
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12,000
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108,240
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Richard B. Boyer
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3,000
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12,000
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10.11
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8/8/16
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6,000
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54,120
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(1)
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Stock options granted pursuant to the FedFirst Financial Corporation 2006 Equity Incentive
Plan will vest in five equal annual installments commencing on August 8, 2007.
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(2)
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Stock awards granted pursuant to the FedFirst Financial Corporation 2006 Equity Incentive
Plan will vest in five equal annual installments commencing on August 8, 2007.
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(3)
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Based upon the Companys closing stock price of $9.02 on December 31, 2007.
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Retirement Benefits
Executive Supplemental Retirement Plan.
First Federal has entered into an executive
supplemental retirement plan agreement with Mr. Boyer. The agreement, also referred to herein as
the SERP, provides that if Mr. Boyer remains employed by First Federal until age 55, then he is
entitled to receive the balance in his pre-retirement account in 15 equal annual installments
commencing on the December 31st in the year in which he attains age 55. In addition, Mr. Boyer will
be entitled to an annual index retirement benefit payable until his death.
If on or before the 20th anniversary of the date of Mr. Boyers agreement First Federal ceases
to be adequately capitalized, First Federal will immediately pay Mr. Boyer the present value of all
of the first 20 annual payments remaining to be made to him. If Mr. Boyers employment is
terminated for cause, as described in the SERP, at any time, then all benefits under the SERP shall
be forfeited. See
Potential Post-Termination Benefits
for payments that Mr. Boyer may receive
under this plan upon termination of employment prior to age 55.
Split Dollar Life Insurance Agreement.
First Federal has entered into a split dollar life
insurance agreement with Mr. Boyer. This agreement provides Mr. Boyer with a cash payment in the
event he dies while in service with First Federal. Under the terms of the agreement, First Federal
is the owner of and pays all the premiums on the life insurance policy under which Mr. Boyer is
insured. Upon Mr. Boyers death, his designated beneficiary is entitled to $1,000,000 if he dies
prior to age 65 and $500,000 if he dies after age 65. First Federal will be entitled to any
remaining insurance proceeds.
Other Potential Post-Termination Benefits
Payments Made Upon Termination for Cause.
Under their employment agreements, if Mr. Robinson,
Mr. OBrien or Mr. Boyer is terminated for cause (as defined in the agreements), the executive
P-17
will receive his base salary through the date of termination and retain the rights to any vested
benefits subject to the terms of the plan or agreement under which those benefits are provided.
Under Mr. Boyers SERP, if he is terminated for cause, as defined in the SERP, at any time,
then all benefits under the SERP shall be forfeited.
Payments Made Upon Termination Without Cause or for Good Reason.
If FedFirst Financial
chooses to terminate Mr. Robinson or Mr. OBrien for reasons other than for cause, or if Mr.
Robinson or Mr. OBrien resigns after specified circumstances that would constitute constructive
termination, the executive will be entitled to receive an amount equal to the executives base
salary due for the remaining term of the agreement. FedFirst Financial would also continue and/or
pay for the executives health and dental coverage for the remaining term of the agreement.
In the event Mr. Boyers employment agreement with Exchange Underwriters is terminated by
Exchange Underwriters without cause or Mr. Boyer resigns after specified circumstances that would
constitute constructive termination, then Exchange Underwriters will make monthly payments to Mr.
Boyer for a period commencing on the termination date and ending on the scheduled expiration of the
employment period. The payments will equal the sum of: (i) Mr. Boyers monthly base salary, plus
(ii) the average monthly commissions paid to Mr. Boyer during the twelve-month period ending on the
termination date (or, if Mr. Boyer terminates employment due to disability, the average monthly
commissions paid during the full period of employment). Mr. Boyer also shall be eligible for all
health and welfare benefits for the remainder of the employment period.
Under his SERP, if Mr. Boyer is terminated without cause, as defined in the agreement, or
terminates his employment for just cause, as defined in the agreement, then, in either event, Mr.
Boyer is entitled to receive the balance in his pre-retirement account as of the agreements normal
retirement age in 15 equal annual installments commencing on the December 31st in the year in which
he attains age 55. Under his split dollar life insurance agreement, if Mr. Boyer is terminated
without cause, then upon his death, his designated beneficiary is entitled to $1,000,000 if he dies
prior to age 65 and $500,000 if he dies after age 65. First Federal will be entitled to any
remaining insurance proceeds. If Mr. Boyer voluntarily terminates his employment prior to attaining
age 55, his division of the insurance proceeds will be prorated based on his years of service with
First Federal.
Pursuant to the terms of the 2006 Equity Incentive Plan, all unvested equity based awards
would be forfeited if Mr. Robinson, Mr. OBrien or Mr. Boyer is terminated without cause or
terminates his employment for good reason.
Payments Made Upon Disability.
The employment agreements with Messrs. Robinson and OBrien
provide that if either executives employment is terminated due to disability, First Federal will
pay the executive two-thirds of his weekly rate of base salary in effect as of the date of his
termination of employment. The disability payments will be made on a monthly basis commencing on
the first day of the month following the date the executive terminates service and ending on the
earlier of: (i) the date he returns to full-time employment at First Federal in the same capacity
as he was employed prior to his termination for disability; (ii) his death; (iii) his attainment of
age 65; or (iv) the date his employment agreement would have expired. Payments will be reduced by
the amount of any short- or long-term disability benefits payable to the executive under any other
disability programs of First Federal. In addition, during any period of the executives disability,
First Federal shall continue to provide the executive and his dependents all benefits provided by
First Federal prior to his disability.
Under Mr. Boyers employment agreement, if he is terminated for cause as a result of
disability, Mr. Boyer would be entitled to payments equal to the sum of: (i) Mr. Boyers monthly
base salary, plus
P-18
(ii) the average monthly commissions paid to Mr. Boyer during the full period of employment. Mr.
Boyer also shall be eligible for all health and welfare benefits for the remainder of the
employment period. Under his SERP, if Mr. Boyer is terminated due to disability he will be entitled
to the same benefits he would receive if terminated without cause, as described above.
Upon termination due to disability, outstanding stock options granted pursuant to the 2006
Equity Incentive Plan automatically vest and remain exercisable until the earlier of one year from
the date of termination due to disability or the expiration date of the stock options. Restricted
stock awards granted to these officers under the plan also vest in full upon termination due to
disability.
Payments Made Upon Death.
Pursuant to the terms of their employment agreements, in the event
Mr. Robinson or Mr. OBrien dies during the term of the agreement, the executives beneficiary will
receive the executives base salary through the last day of the month in which the executive dies.
Upon termination of service due to death, outstanding stock options granted to the executives
pursuant to the 2006 Equity Incentive Plan automatically vest and remain exercisable until the
earlier of one year from the date of death or the expiration date of the stock options. Restricted
stock awards granted to these officers under the plan also vest in full upon death.
Pursuant to his SERP, if Mr. Boyer dies prior to having received the balance of the
pre-retirement account, the entire unpaid balance of the pre-retirement account shall be paid in a
lump sum to Mr. Boyers beneficiaries under the SERP.
Payments Made Upon a Change in Control.
The employment agreements with Messrs. Robinson and
OBrien provide that if voluntary, upon circumstances discussed in the agreement, or involuntary
termination follows a change in control of FedFirst Financial or First Federal, the executive would
be entitled to a lump sum payment equal to three times his annual base salary in effect at the time
of the change in control plus the continuation of health and dental benefits for a period not
exceeding three years. The payments and benefits provided to Messrs. Robinson and OBrien under the
employment agreements upon a change in control are limited to avoid adverse tax consequences to
FedFirst Financial and First Federal under Section 280G of the Internal Revenue Code of 1986. The
280G Limits provide that total payments and benefits to Messrs. Robinson or OBrien that are
contingent upon a change in control shall not equal or exceed in the aggregate three times the
individuals average annual taxable income over the five-year period preceding the change in
control.
In the event of a change in control, Mr. Boyer shall be 100% vested in his benefits under the
split dollar life insurance agreement, and, upon his death, his designated beneficiary shall be
entitled to $1,000,000 if he dies prior to age 65 and $500,000 if he dies after age 65. First
Federal will be entitled to any remaining insurance proceeds.
Under the terms of our ESOP, upon a change in control, as defined in the plan, the plan will
terminate and the plan trustee will repay in full any outstanding acquisition loan. After repayment
of the acquisition loan, all remaining shares of our stock held in the loan suspense account, all
other stock or securities, and any cash proceeds from the sale or other disposition of any shares
of our stock held in the loan suspense account will be allocated among the accounts of all
participants in the plan who were employed by us on the date immediately preceding the effective
date of the change in control. The allocations of shares or cash proceeds shall be credited to each
eligible participant in proportion to the opening balances in their accounts as of the first day of
the valuation period in which the change in control occurred. Payments under our ESOP are not
categorized as parachute payments and, therefore, do not count towards each executives 280G Limit.
P-19
In the event of a change in control of FedFirst Financial outstanding stock options granted
pursuant to our 2006 Equity Incentive Plan automatically vest and, if the option holder is
terminated other than for cause within 12 months of the change in control, will remain exercisable
until the expiration date of the stock options. Restricted stock awards granted to these officers
under the plan also vest in full upon a change in control. The value of the accelerated options and
restricted stock grants count towards the executives 280G Limit.
OTHER INFORMATION RELATING TO
DIRECTORS AND EXECUTIVE OFFICERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys executive officers
and directors, and persons who own more than 10% of any registered class of the Companys equity
securities, to file reports of ownership and changes in ownership with the Securities and Exchange
Commission. Executive officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on the Companys review of copies of the reports it has received and written
representations provided to it from the individuals required to file the reports, the Company
believes that each of its executive officers and directors has complied with applicable reporting
requirements for transactions in FedFirst Financial common stock during the year ended December 31,
2007.
Transactions with Related Persons
The Sarbanes-Oxley Act of 2002 generally prohibits loans by FedFirst Financial to its
executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption
from such prohibition for loans by First Federal to its executive officers and directors in
compliance with federal banking regulations. Federal regulations require that all loans or
extensions of credit to executive officers and directors of insured financial institutions must be
made on substantially the same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons and must not involve more than the
normal risk of repayment or present other unfavorable features. First Federal is therefore
prohibited from making any new loans or extensions of credit to executive officers and directors at
different rates or terms than those offered to the general public. Notwithstanding this rule,
federal regulations permit First Federal to make loans to executive officers and directors at
reduced interest rates if the loan is made under a benefit program generally available to all other
employees and does not give preference to any executive officer or director over any other
employee.
From time to time, First Federal makes loans and extensions of credit to its executive
officers and directors. The outstanding loans made to our directors and executive officers, and
members of their immediate families, were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral, as those prevailing at the
time for comparable loans with persons not related to First Federal, and did not involve more than
the normal risk of collectibility or present other unfavorable features. As of December 31, 2007,
all such loans were performing to their original terms.
P-20
SUBMISSION OF BUSINESS PROPOSALS AND
STOCKHOLDER NOMINATIONS
The Company must receive proposals that stockholders seek to include in the proxy statement
for the Companys next annual meeting no later than December 10, 2008. If next years annual
meeting is held on a date more than 30 calendar days from May 22, 2009, a stockholder proposal must
be received by a reasonable time before the Company begins to print and mail its proxy solicitation
for such annual meeting. Any stockholder proposals will be subject to the requirements of the proxy
rules adopted by the Securities and Exchange Commission.
The Companys bylaws provide that in order for a stockholder to make nominations for the
election of directors or proposals for business to be brought before the annual meeting, a
stockholder must deliver notice of such nominations and/or proposals to the Corporate Secretary not
less than 30 days prior to the date of the annual meeting; provided that if less than 40 days
notice or prior public disclosure of the date of the annual meeting is given to stockholders, such
notice must be received not later than the close of business on the 10th day following the day on
which notice of the date of the annual meeting was mailed to stockholders or prior public
disclosure of the meeting date was made. A copy of the bylaws may be obtained from the Company.
STOCKHOLDER COMMUNICATIONS
The Company encourages stockholder communications to the Board of Directors and/or individual
directors. Communications regarding financial or accounting policies may be made in writing to the
Chairman of the Audit Committee at FedFirst Financial Corporation c/o Corporate Secretary, Donner
at Sixth Street, Monessen, Pennsylvania 15062 or by leaving a message at (724) 684-6800. Other
communications to the Board of Directors and/or individual directors may be made in writing to the
Chairman of the Nominating/Corporate Governance Committee or to the intended individual director at
FedFirst Financial Corporation c/o Corporate Secretary, at the address listed above or by leaving a
message at (724) 684-6800.
MISCELLANEOUS
The Company will pay the cost of this proxy solicitation. The Company will reimburse brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy materials to the beneficial owners of FedFirst Financial common stock. In addition to
soliciting proxies by mail, directors, officers and regular employees of the Company may solicit
proxies personally or by telephone without receiving additional compensation.
The Companys Annual Report to Stockholders has been mailed to persons who were stockholders
as of the close of business on March 28, 2008. Any stockholder as of March 28, 2008, who has not
received a copy of the Annual Report may obtain a copy by writing to the Corporate Secretary of the
Company. The Annual Report is not to be treated as part of the proxy solicitation material or as
having been incorporated in this proxy statement by reference.
If you and others who share your address own your shares in street name, your broker or other
holder of record may be sending only one Annual Report and proxy statement to your address. This
practice, known as householding, is designed to reduce our printing and postage costs. However,
if a stockholder residing at such an address wishes to receive a separate Annual Report or proxy
statement in the future, he or she should contact the broker or other holder of record. If you own
your shares in street
P-21
name and are receiving multiple copies of our Annual Report and proxy statement, you can
request householding by contacting your broker or other holder of record.
Whether or not you plan to attend the annual meeting, please vote by marking, signing, dating
and promptly returning the enclosed proxy card in the enclosed envelope.
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Monessen, Pennsylvania
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Patrick G. OBrien
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April 9, 2008
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Corporate Secretary
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P-22
REVOCABLE PROXY
May 22, 2008
10:00 a.m., Local Time
FEDFIRST FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Messrs. Richard B. Boyer, John M. Kish, Jack M. McGinley, John
G. Robinson and David L. Wohleber each with full power of substitution, to act as proxy for the
undersigned, and to vote all shares of common stock of the Company which the undersigned is
entitled to vote only at the Annual Meeting of Stockholders, to be held on May 22, 2008, at 10:00
a.m., local time, at the Anthony M. Lombardi Education Conference Center, Monongahela Valley
Hospital, 1163 Country Club Road, Monongahela, Pennsylvania, and at any and all adjournments
thereof, with all of the powers the undersigned would possess if personally present at such meeting
as follows:
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1.
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The election as directors of all nominees listed (except as marked to the
contrary below).
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Joseph U. Frye
John J. LaCarte
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FOR
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VOTE WITHHELD
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FOR ALL EXCEPT
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o
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INSTRUCTION: To withhold your vote for any individual nominee, mark For All Except
and write that nominees name on the line provided below.
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2.
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The ratification of the appointment of Beard Miller Company LLP as independent
registered public accountants of FedFirst Financial Corporation for the year ending
December 31, 2008.
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FOR
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AGAINST
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ABSTAIN
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o
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED PROPOSALS.
This proxy, properly signed and dated, is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR the proposals listed. If any other
business is presented at the annual meeting, including whether or not to adjourn the meeting, this
proxy will be voted by the proxies in their best judgment. At the present time, the Board of
Directors knows of no other business to be presented at the annual meeting. This proxy also confers
discretionary authority on the Board of Directors to vote with respect to the election of any
person as director where the nominees are unable to serve or for good cause will not serve and
matters incident to the conduct of the meeting.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Please sign exactly as your name appears on this card. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If shares are held jointly, each
holder may sign but only one signature is required.
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Date
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Signature of Stockholder
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Date
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Signature of Stockholder
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Dear ESOP Participant:
On behalf of the Board of Directors of FedFirst Financial Corporation (the Company), I am
forwarding you the attached
blue
vote authorization form provided for the purpose of conveying your
voting instructions to MG Trust Co. (the Trustee) on the proposals to be presented at the Annual
Meeting of Stockholders of FedFirst Financial Corporation to be held on May 22, 2008. Also enclosed
is a Notice and Proxy Statement for the Annual Meeting of Stockholders of FedFirst Financial
Corporation and a copy of the Companys Annual Report to Stockholders.
As a participant in the First Federal Savings Bank Employee Stock Ownership Plan (the ESOP),
you are entitled to vote all shares of Company common stock allocated to your account as of March
28, 2008, the record date for the Annual Meeting. All allocated shares of Company common stock
will be voted as directed by participants, so long as participant instructions are received by the
Trustee on or before
May 15, 2008
. If you do not direct the Trustee as to how to vote the shares of
Company common stock allocated to your ESOP account, the Trustee will vote your shares in a manner
calculated to most accurately reflect the instructions it receives from other participants, subject
to its fiduciary duties.
Please complete, sign and return the enclosed
blue
vote authorization form in the postage paid
envelope provided.
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Sincerely,
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John G. Robinson
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President and Chief Executive Officer
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VOTE AUTHORIZATION FORM
I understand that MG Trust Co. (the ESOP Trustee), is the holder of record and custodian of
all shares of FedFirst Financial Corporation (the Company) common stock under the First Federal
Savings Bank Employee Stock Ownership Plan. I understand that my voting instructions are solicited
on behalf of the Companys Board of Directors for the Annual Meeting of Stockholders to be held at
the Anthony M. Lombardi Education Conference Center, Monongahela Valley Hospital, 1163 Country Club
Road, Monongahela, Pennsylvania, on May 22, 2008.
You are to vote my shares as follows:
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1.
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The election as directors of all nominees listed (except as marked to the
contrary below).
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Joseph U. Frye
John J. LaCarte
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FOR
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VOTE WITHHELD
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FOR ALL EXCEPT
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o
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o
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INSTRUCTION: To withhold your vote for any individual nominee, mark For All Except
and write that nominees name on the line provided below.
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2.
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The ratification of the appointment of Beard Miller Company LLP as independent
registered public accountants of FedFirst Financial Corporation for the year ending
December 31, 2008.
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FOR
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AGAINST
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ABSTAIN
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o
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o
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o
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED PROPOSALS.
The ESOP Trustee is hereby authorized to vote all shares of Company common stock allocated to
me in its trust capacity as indicated above.
Please date, sign and return this form in the enclosed postage-paid envelope no later than May 15,
2008.
Dear 401(k) Plan Participant:
On behalf of the Board of Directors of FedFirst Financial Corporation (the Company), I am
forwarding you the attached
green
vote authorization form provided for the purpose of conveying
your voting instructions to MG Trust Co. (the Trustee) on the proposals to be presented at the
Annual Meeting of Stockholders of FedFirst Financial Corporation to be held on May 22, 2008. Also
enclosed is a Notice and Proxy Statement for the Annual Meeting of Stockholders of FedFirst
Financial Corporation and a copy of the Companys Annual Report to Stockholders.
As a holder of FedFirst Financial Corporation common stock (Common Stock) under the First
Federal Savings Bank Retirement Plan (the 401(k) Plan), you are entitled to direct the Trustee
how to vote the shares of Common Stock credited to your account as of March 28, 2008, the record
date for the Annual Meeting. If the Trustee does not receive your instructions by
May 15, 2008,
the
Trustee will vote your shares in a manner calculated to most accurately reflect the instructions
received from other 401(k) Plan participants.
Please complete, sign and return the enclosed
green
vote authorization form in the postage
paid envelope provided.
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Sincerely,
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John G. Robinson
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President and Chief Executive Officer
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VOTE AUTHORIZATION FORM
I understand that MG Trust Co. (the Trustee) is the holder of record and custodian of all
shares of FedFirst Financial Corporation (the Company) common stock credited to me under the
First Federal Savings Bank Retirement Plan. I understand that my voting instructions are solicited
on behalf of the Companys Board of Directors for the Annual Meeting of Stockholders to be held at
the Anthony M. Lombardi Education Conference Center, Monongahela Valley Hospital, 1163 Country Club
Road, Monongahela, Pennsylvania, on May 22, 2008.
You are to vote my shares as follows:
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1.
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The election as directors of all nominees listed (except as marked to the
contrary below).
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Joseph U. Frye
John J. LaCarte
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FOR
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VOTE WITHHELD
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FOR ALL EXCEPT
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o
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o
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o
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INSTRUCTION: To withhold your vote for any individual nominee, mark For All Except
and write that nominees name on the line provided below.
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2.
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The ratification of the appointment of Beard Miller Company LLP as independent
registered public accountants of FedFirst Financial Corporation for the year ending
December 31, 2008.
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FOR
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AGAINST
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ABSTAIN
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o
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o
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o
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED PROPOSALS.
The Trustee is hereby authorized to vote the shares credited to me in its trust capacity as
indicated above.
Please date, sign and return this form in the enclosed postage-paid envelope no later than May 15,
2008.
Dear Stock Award Recipient:
On behalf of the Board of Directors of FedFirst Financial Corporation (the Company), I am
forwarding you the attached
yellow
vote authorization form provided for the purpose of conveying
your voting instructions to MG Trust Co. (the Trustee) on the proposals to be presented at the
Annual Meeting of Stockholders of FedFirst Financial Corporation to be held on May 22, 2008. Also
enclosed is a Notice and Proxy Statement for the Annual Meeting of Stockholders of FedFirst
Financial Corporation and a copy of the Companys Annual Report to Stockholders.
You are entitled to vote all shares of restricted Company common stock awarded to you under
the FedFirst Financial Corporation 2006 Equity Incentive Plan (Incentive Plan) that are unvested
as of March 28, 2008, the record date for the Annual Meeting. The Trustee will vote these shares of
Company common stock held in the Incentive Plan Trust in accordance with instructions it receives
from you and other Stock Award Recipients. To direct the voting of the unvested shares of Company
common stock awarded to you under the Incentive Plan, you must complete and sign the attached
yellow
vote authorization form and return it in the enclosed postage-paid envelope no later than
May 15, 2008
.
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Sincerely,
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John G. Robinson
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President and Chief Executive Officer
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VOTE AUTHORIZATION FORM
I understand that MG Trust Co. (the Trustee) is the holder of record and custodian of all
unvested restricted shares FedFirst Financial Corporation (the Company) common stock awarded to
me under the FedFirst Financial Corporation 2006 Equity Incentive Plan (Incentive Plan). Further,
I understand that my voting instructions are solicited on behalf of the Companys Board of
Directors for the Annual Meeting of Stockholders to be held at the Anthony M. Lombardi Education
Conference Center, Monongahela Valley Hospital, 1163 Country Club Road, Monongahela, Pennsylvania,
on May 22, 2008.
You are to vote my shares as follows:
|
1.
|
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The election as directors of all nominees listed (except as marked to the
contrary below).
|
Joseph U. Frye
John J. LaCarte
|
|
|
|
|
|
|
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FOR
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VOTE WITHHELD
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FOR ALL EXCEPT
|
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o
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o
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|
o
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INSTRUCTION: To withhold your vote for any individual nominee, mark For All Except
and write that nominees name on the line provided below.
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2.
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The ratification of the appointment of Beard Miller Company LLP as independent
registered public accountants of FedFirst Financial Corporation for the year ending
December 31, 2008.
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FOR
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AGAINST
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ABSTAIN
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o
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o
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o
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED PROPOSALS.
The Trustee is hereby authorized to vote the shares credited to me in its trust capacity as
indicated above.
Please date, sign and return this form in the enclosed postage-paid envelope no later than May 15,
2008.
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