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UJB FINANCIAL REPORTS SOLID WIN

 UJB FINANCIAL REPORTS SOLID WIN
 PRINCETON, N.J., May 12 /PRNewswire/ -- UJB Financial (NYSE: UJB)


today released the final vote tally of its proxy contest with a dissident group led by Neil Weisman and Robert Cohen of Chilmark Capital Corp. Shareholders supported UJB Financial's board of directors with a solid margin of victory on each of the contested questions in the proxy balloting which was concluded at UJB Financial's annual meeting on April 20, 1992.
 "We want to thank our shareholders for their vote of confidence in our directors and management which they demonstrated by strongly supporting our positions in the contest," T. Joseph Semrod, chairman, president and chief executive officer, said. "Contrary to some reported comments of the dissident group, the final results show that our shareholders were far from apathetic with more than 81 percent of the overall outstanding shares voted.
 "What was apparent," Semrod pointed out, "was the lack of support that Chilmark was able to achieve beyond the shares they directly controlled. They received only 11 to 17 percent of the outstanding shares in addition to their own on any single issue.
 "UJB Financial's directors were reelected with vote totals of 72 percent or more of the votes cast. These directors have worked hard with the current management team at UJB Financial to position the company to take advantage of opportunities as the economy recovers," Semrod noted. "Our shareholders experienced 13 consecutive years of record earnings performance prior to the current recession. With increased earnings in the last five consecutive quarters, I believe our shareholders recognized that this was not a good time to change this company's direction.
 "Our shareholders obviously understood that the current environment in the Middle Atlantic region is a buyer's market, with only 16 percent of the outstanding shares, in addition to Chilmark's 10 percent, voting in favor of soliciting offers for the company," Semrod stated.
 "Given that environment, we will continue to look for additional acquisitions that complement our excellent franchise," Semrod added. "Over the past two years, we have purchased from the RTC or FDIC the deposits and branches of Horizon Financial in Pennsylvania and Mid Jersey National Bank and Empire Savings Bank in New Jersey. In addition, we purchased the deposits and two offices from the Howard Savings Bank in New Jersey and two others from Germantown Savings Bank in Pennsylvania. We believe continuing this strategy will enhance shareholder value.
 "The personnel committee of the board of directors beleieves that it is important to look at past performance and actions taken for the future, as well as present results, in determining fair compensation for senior executives," Semrod said. "Although only 28 percent of the outstanding shares, including Chilmark's 10 percent, were cast for the dissidents' proposal on restricting executive salaries, I assure you that the directors know that this is a highly sensitive issue. They are aware of the concerns expressed by many of our shareholders through their proxies and in person at the annual meeting.
 "Our shareholders agreed strongly with management that it would not be in the best interest of UJB Financial and its shareholders to limit members of management to only one seat on the board," Semrod concluded, "with just 24 percent, including Chilmark's 10 percent, of the outstanding shares supporting that proposal. Apparently it was obvious to them that to do so would have meant the board losing the insight and knowledge of two vice chairmen who play a vital role in the day-to-day operations of UJB Financial."
 UJB Financial has 266 banking offices in New Jersey and eastern Pennsylvania. The company has six banks and nine active non-bank subsidiaries providing financial services to individuals, businesses, not-for-profit organizations, government, and other financial institutions.
 The independent inspectors of elections provided the following results:
 Shares outstanding: 46,120,569
 Quorum: 37,505,760 81.32 percent
 FOR Pct. AGAINST Pct.
 (A) (A)
 1. REELECTED DIRECTORS:
 John G. Collins 26,082,135 72.03
 Walter J. Dealtry 26,104,842 72.09
 Henry S. Patterson II 26,069,944 71.99
 Raymond Silverstein 26,086,772 72.04
 James A. Skidmore, Jr. 26,095,485 72.06
 DISSIDENT SLATE:
 Ernest Beier Jr. 10,377,007 28.66
 Milton H. Dresner 9,951,527 27.48
 Lee J. Seidler 9,964,187 27.52
 Richard J. Toll 10,336,318 28.54
 Neil J. Weisman 9,989,173 27.59
 2. Selection of auditors 36,269,996 98.05 721,005 1.95
 3. Prohibition of greenmail 35,875,311 97.12 1,062,257 2.88
 4. Solicit offers for the
 sale of UJB financial 12,158,199 33.02 24,659,028 66.98
 5. Restrictions on employee
 compensation/contracts 12,921,616 35.67 23,302,097 64.33
 6. Restriction on composition
 of board of directors 11,217,006 30.57 25,475,451 69.43
 (A) -- Percent of total votes cast as calculated by UJB Financial.
 -0- 5/12/92
 /CONTACT: Barrie H. MacKay, 609-987-3350, or Faith P. Goldstein, 609-987-3341, both of UJB Financial/
 (UJB) CO: UJB Financial; Chilmark Capital Corp. ST: New Jersey IN: FIN SU:


GK -- NY072 -- 9161 05/12/92 13:02 EDT
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Date:May 12, 1992
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