Exhibit 99.4
REVOCABLE PROXY
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PROGRESSIVE BANK, INC.
Fishkill, New York
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ANNUAL MEETING OF STOCKHOLDERS
May 21, 1998
The undersigned hereby appoints _______________ and ____________, with
full powers of substitution, to act as attorneys and proxies for the
undersigned, to vote all shares of the common stock of Progressive Bank, Inc.
("Progressive") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders, to be held at the main office of its subsidiary, Pawling
Savings Bank, on Route 22, Pawling, New York, on Thursday, May 21, 1998, at
6:00 p.m. (the "Annual Meeting"), and at any and all adjournments thereof, as
follows:
VOTE
FOR WITHHELD
1. The election as directors of all nominees
listed below (except as marked to the ---- ----
contrary below). ---- ----
Xxxxxxx X. Xxxxxxx
Xxxxxxx Xxxxx
Xxxxx X. Xxxxx
INSTRUCTION: To withhold your vote for any individual nominee,
insert that nominee's name on the line provided below.
FOR AGAINST ABSTAIN
2. The ratification of the appointment
of KPMG Peat Marwick LLP as independent
auditors for the 1998 fiscal year. ---- ---- ----
---- ---- ----
3. The approval and adoption of the Agreement and Plan of
Reorganization among Xxxxxx Chartered Bancorp, Inc. ("Xxxxxx
Chartered"), First National Bank of the Xxxxxx Valley,
Progressive and Pawling Savings Bank and the related Plan of
Merger between Xxxxxx Chartered and Progressive, as described
in the Notice of Annual Meeting of Stockholders and the Proxy
Statement / Prospectus dated April 10, 1998 ---- ---- ----
---- ---- ----
The Board of Directors recommends a vote "FOR" the listed propositions.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE NAMED NOMINEES AND FOR THE OTHER
PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING,
INCLUDING MATTERS RELATING TO THE CONDUCT OF THE ANNUAL MEETING, THIS PROXY WILL
BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual
Meeting or at any adjournment thereof, then the power of said attorneys and
prior proxies shall be deemed terminated and of no further force and effect. The
undersigned may also revoke this proxy by filing a subsequent proxy or notifying
the Corporate Secretary of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of the Notice of Annual Meeting of Stockholders and the
Proxy Statement / Prospectus dated April 10, 1998.
Dated: , 1998
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on the enclosed card. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. Corporation proxies should be signed in corporate name by an
authorized officer. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
