Driver Management letter to AmeriServ Financial, Inc

$ASRV

Mr. Adams,

Reference is made to my letter dated September 6, 2023; capitalized terms used but not defined herein shall have the meaning given them in that letter.

The Interlocks Bylaw first appeared in the Bylaws in 2003. In 2008, Nedret Vidinli was appointed to the Board. Mr. Vidinli was then elected to the Board at AmeriServ’s 2009 annual meeting of shareholders. When he was appointed to the Board and when he was elected to the Board, Mr. Vidinli was a director of First Keystone Financial, Inc., the parent and sole shareholder of First Keystone Bank, a federally charted stock savings bank. First Keystone Bank’s primary market area consisted of Delaware and Chester Counties in Pennsylvania.

Again, please provide the process for obtaining the “approval” contemplated by the Interlocks Bylaws. Assuming the Board “approved” Mr. Vidinli, there must be a process in place for obtaining that approval, along with objective criteria to be used in the Board’s determination to grant such approval. Given the fact that the Board had previously approved Mr. Vidinli, the geographical distance of FLIC from AmeriServ, particularly relative to AmeriServ’s distance from Delaware and Chester Counties, would suggest that there is no reasonable likelihood of any conflict of interest presented by an individual simultaneously serving on the boards of AmeriServ and FLIC.

In addition, I note that your biography in AmeriServ’s 2011 proxy statement states “Mr. Adams currently serves as chairman of the committee which reviews applications and interviews candidates for the U.S. District Court for the Western District of Pennsylvania.”¹ Please disclose the dates of your service on that committee and whether you are still serving on that committee.

/s/ Abbott

Source:

https://www.sec.gov/Archives/edgar/data/707605/000092189523002169/dfan14a12447006_09142023.htm