ThZeal - The Zeal

DEF 14A 1 er567.txt SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]

F & M BANK CORP. -------------------------------------------------------------------------------- (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): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided in Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. -------------------------------------------------------------------------------- (1) Amount previously paid: -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------------------- F & M BANK CORP. Timberville, Virginia Notice of Annual Meeting of Shareholders To the Shareholders of F & M Bank Corp. The annual meeting of shareholders of F & M Bank Corp. (the Company) will be held on Saturday, April 13, 2002, at 5:30 P.M. at Broadway High School, Broadway, Virginia, for the following purposes: 1. Election of three directors for three-year terms expiring in 2005. 2. Ratification of the appointment of S. B. Hoover & Company, L.L.P. as independent auditors for 2002. 3. Transaction of such other business as may properly come before the meeting. Management is not aware of any other business, other than procedural matters incident to the conduct of the Annual Meeting. Only shareholders of record at the close of business on February 22, 2002 are entitled to notice of and to vote at the annual meeting or any adjournments thereof. To assure that your shares are represented at the annual meeting, please complete, date and sign the enclosed proxy, and return it as soon as possible in the enclosed postage prepaid envelope. You may amend your proxy at any time prior to the closing of the polls at the meeting. By Order of the Board of Directors /s/ Larry A. Caplinger Larry A. Caplinger, Secretary March 8, 2002 F & M BANK CORP. P. O. Box 1111 Timberville, Virginia 22853 PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation of proxies for use at the annual meeting of shareholders of F & M Bank Corp. (the Company) to be held Saturday, April 13, 2002 at 5:30 P.M. at Broadway High School, Broadway, Virginia, and at any adjournments thereof (the Annual Meeting). The principal executive offices of the Company are located on Main Street, Timberville, Virginia 22853. The approximate mailing date of this Proxy Statement and the accompanying proxy is March 8, 2002. The accompanying proxy is solicited by the Board of Directors of the Company (the Board). The cost of the solicitation of proxies will be borne by the Company. Solicitations will be made only by the use of the mail, except that, if necessary, officers, directors and regular employees of the Company, or its affiliates, may make solicitations of proxies by telephone, telegraph or by personal calls. Brokerage houses and nominees may be requested to forward the proxy solicitation material to the beneficial owners of the stock held of record by such persons, and the Company may reimburse them for their charges and expenses in this regard. All properly executed proxies delivered pursuant to this solicitation will be voted at the Annual Meeting in accordance with any instructions thereon. Any person signing and mailing the enclosed proxy may, nevertheless, revoke the proxy at any time prior to the actual voting thereof by (i) filing written notice thereof with the Secretary of the Company (Larry A. Caplinger, Secretary, F & M Bank Corp., P. O. Box 1111, Timberville, Virginia 22853); (ii) submitting a duly executed proxy bearing a later date; or (iii) appearing at the Annual Meeting or any adjournment thereof and giving the Secretary notice of his or her intention to vote in person. An Annual Report to shareholders, including current financial statements, is being mailed to the Company's shareholders concurrently with this Proxy Statement, but is not part of the proxy solicitation materials. Interested shareholders may obtain, without charge, a copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the Securities and Exchange Commission, upon written request to Larry A. Caplinger, Secretary, F & M Bank Corp., P. O. Box 1111, Timberville, Virginia 22853. OUTSTANDING SHARES AND VOTING RIGHTS Only shareholders of record at the close of business on February 22, 2002 will be entitled to vote at the Annual Meeting. As of February 22, 2002, the Company had outstanding 2,438,170 shares of its common stock, $5 par value (Common Stock), each of which is entitled to one vote at the Annual Meeting. A majority of votes entitled to be cast on matters considered at the Annual Meeting constitutes a quorum. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for purposes of establishing a quorum. Abstentions and shares held of record by a broker or its nominees (Broker Shares) that are voted on any matter are included in determining the number of votes present or represented at the Annual Meeting. Conversely, Broker Shares that are not voted on any matter will not be included in determining whether a quorum is present. If a quorum is established, directors will be elected by a plurality of the votes cast by shareholders at the Annual Meeting. Votes that are withheld and Broker Shares that are not voted in the election of directors or in the ratification of auditors will not be included in determining the number of votes cast. SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth the number and percentage of shares of Common Stock beneficially owned, as of February 22, 2002, by each of the Company's directors and nominees and all of the Company's directors and executive officers as a group. For the purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, under which, in general, a person is deemed to be a beneficial owner of a security if he or she has or shares the power to vote or direct the voting of the security or the power to dispose of or direct the disposition of the security, or if he or she has the right to acquire beneficial ownership of the security within 60 days. Amount Beneficially Percent of Name of Owner Owned Class -------------------------------------------------------------------------------- Thomas L. Cline 7,251 1 .297% John N. Crist 10,501 2 .431% Julian D. Fisher 114,585 3 4.699% Ellen R. Fitzwater 3,582 4 .147% Robert L. Halterman 29,348 1.203% Daniel J. Harshman 550 5 .023% Lawrence H. Hoover, Jr. 54,095 6 2.218% Richard S. Myers 13,769 7 .565% Michael W. Pugh 784 8 .032% Ronald E. Wampler 10,553 9 .433% Directors and executive officers as a group (10 persons) 245,018 10.047% _____________________________ 1 Includes 4,023 shares owned directly, 3,060 shares owned jointly with his spouse and 168 shares owned by his spouse. 2 Includes 3,300 shares owned directly, 2,000 shares owned by Mr. Crist's IRA, 100 shares owned by Mr. Crist's Roth IRA, 2,500 shares owned by his personal 401(k) plan, 501 shares owned by his spouse, 100 shares owned by his spouse's Roth IRA, 1,000 shares owned by his spouse's IRA and 1,000 shares indirectly held for Mr. Crist's daughters. 3 Includes 9,427 shares owned directly, 8,197 shares owned by his spouse and 96,961 shares owned by the Company's stock bonus plan over which Mr. Fisher has voting power. 4 Includes 2,604 shares owned directly and 978 shares owned jointly with other persons. 5 Includes 450 shares owned directly and 100 shares owned jointly with his spouse. 6 Includes 33,536 shares owned directly, 138 shares owned by his spouse and 20,421 shares owned by unitrusts of which he is one of the trustees. 7 Includes 4,800 shares owned directly and 8,969 shares owned by Mr. Myers' IRA. 8 Includes 600 shares owned directly, 84 shares owned jointly with his spouse and 100 shares held by a simplified employee plan for Mr. Pugh's benefit. 9 Includes 10,053 shares owned directly and 500 shares owned by his spouse. SECURITY OWNERSHIP OF BENEFICIAL OWNERS Management of the Company knows of no person who has beneficial ownership of 5% or more of the outstanding Common Stock as of February 22, 2002. 2 PROPOSAL ONE ELECTION OF DIRECTORS The term of office for the current Class C directors expires at the Annual Meeting. The Board of Directors has nominated such directors, namely John N. Crist, Julian D. Fisher and Daniel J. Harshman, for election, for a three-year term, by the shareholders at the Annual Meeting. John N. Crist and Daniel J. Harshman are standing for election for the first time. The persons named as proxies in the accompanying form of proxy, unless instructed otherwise, intend to vote for the election of each of these nominees for directors. If any nominee should become unavailable to serve, the proxy may be voted for the election of a substitute nominee designated by the Board. The Board has no reason to believe that any of the nominees will be unable to serve if elected. The Board recommends election of the Class C director nominees set forth in this Proxy Statement. INFORMATION CONCERNING DIRECTORS AND NOMINEES The following information, including the principal occupation during the past five years, is given with respect to the nominees, all of whom are current directors, for election to the Board at the Annual Meeting, as well as all directors continuing in office. -------------------------------------------------------------------------------- Name, Age and Position Director Principal Occupation During with the Company Since the Last Five Years -------------------------------------------------------------------------------- Director Nominees ----------------- CLASS C DIRECTORS (to serve until the 2005 annual meeting of shareholders) John N. Crist (52) 2001 Attorney, Partner in Hoover, Penrod, Davenport & Crist Julian D. Fisher (61) 1990 CEO of Farmers & Merchants Bank (the President and CEO and Bank) since May 1996; President of Vice Chairman of the Board the Bank since Oct. 1991 Daniel J. Harshman (50) 2001 Manager of the Town of Edinburg since July 1998; Owner/Manager of The Spring House Restaurant from Jan. 1979 to Aug. 2000 Directors Continuing in Office ------------------------------ CLASS A DIRECTORS (to serve until the 2003 annual meeting of shareholders) Ellen R. Fitzwater (55) 1999 Partner/Financial Manager of Fitzwater Trucking, L.L.C.; Partner/Financial Manager of F & R Leasing, L.L.C. and Blue Ridge Transportation Service, L.L.C. since June 2000; Corporate accountant of Rocco, Inc. from Oct. 1968 to Dec. 2001 Lawrence H. Hoover, Jr. (67) 1981 Attorney, Partner in Hoover, Penrod, Chairman of the Board Davenport & Crist Richard S. Myers (54) 1988 President of Dick Myers Chevrolet-GEO Ronald E. Wampler (54) 1991 Farmer & partner in Dove Ohio Farms, L.L.C., WWTD Ohio Farms, L.L.C. and Dove Farms, Inc. 3 CLASS B DIRECTORS (to serve until the 2004 annual meeting of shareholders) Thomas L. Cline (55) 1991 President of Truck & Equipment Corp. & Mac Lease, Inc. since May 1997; Secretary of Truck Thermo King, Inc. and Transport Repairs, Inc.; Secretary of North and South Lines, Inc. from May 1997 to April 2001 Robert L. Halterman (66) 1980 President of Virginia Classic Mustang, Inc.; Partner, H & H Properties Michael W. Pugh (47) 1994 President of Old Dominion Realty, Inc. and Colonial Appraisal Service, Inc. Board Meetings and Committees The Board of the Company met 12 times during 2001. Each member of the Board attended at least 75% of the total number of meetings of the Board and meetings of committees on which he or she served. The Board of the Bank, which met 12 times in 2001, primarily manages all matters for the Bank. All the directors of the Company are also directors of the Bank. The Company has an Audit Committee that reviews the audit and examination reports of the independent public accountants and bank examiners as they relate to the Company and the Bank. The Audit Committee held three meetings during 2001. The present committee members are Directors Crist, Fitzwater, Halterman, Harshman and Myers. The Company does not have a standing compensation committee, but the Bank has a Salary Committee that reviews salaries, bonuses and contributions to the Company's ownership and compensation plans. The Salary Committee held one meeting during 2001. The present committee members are Directors Fisher, Halterman, Hoover, Pugh, and Wampler. The Company does not have a standing nomination committee. Reports from the Audit Committee and the Salary Committee are presented elsewhere in this Proxy Statement. Compensation of Directors All directors of the Company, who are also directors of the Bank, each received $500 for attending each board meeting of the Bank in 2001. They received no additional compensation as directors for Board meetings of the Company. In addition, each director received a bonus of $5,500 for the year ended 2001 and $100 for each committee meeting attended. SUMMARY COMPENSATION The Summary Compensation Table below sets forth the compensation of the Company's Chief Executive Officer for all services rendered to the Company and the Bank for the last three fiscal years. Summary Compensation Table Annual Compensation -------------------

* The value of perquisites and other personal benefits did not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus. 1 The amount presented includes compensation that was deferred at Mr. Fisher's election. 2 The amounts presented include the Company's contribution for the benefit of Mr. Fisher under the Company's Stock Bonus Plan ($10,806, $12,297 and $15,322 in 2001, 2000 and 1999, respectively), the gross value of life insurance premiums paid by the Company on behalf of Mr. Fisher ($15,844, $15,995 and $16,106 in 2001, 2000 and 1999, respectively) and the Company's contribution for the benefit of Mr. Fisher under the Executive Deferred Compensation Plan for Farmers & Merchants Bank ($14,285, $16,561 and $10,729 in 2001, 2000 and 1999, respectively). Pursuant to a split-dollar insurance agreement between the Company and Mr. Fisher, the Company will be repaid the life insurance premium payments from the proceeds of the insurance policies. Thus, the gross premium payment amounts shown overstate the actual economic benefit to Mr. Fisher. 4 Severance Plan In 1996, the Company and the Bank adopted a change in control severance plan that became effective July 1, 1996. The plan covers employees designated by the Company's Board of Directors, including Mr. Fisher. Under the plan, a "covered termination" is a cessation of employment with the Company or its then affiliates within 36 months after a change in control (as defined in the plan) on account of either (i) termination of employment by the covered employee for good reason (defined to mean the occurrence after a change in control of any of the following: the assignment of duties inconsistent with prior duties, the diminution of responsibilities, a reduction in base salary, a transfer of job location of more than 50 miles, a failure to pay compensation or deferred compensation within seven days after due, a failure to continue participation and benefits under any compensation or benefits plan (or any successor or replacement plan) at as favorable a level, or a failure of the Company to require any successor to the Company to comply with the plan) or (ii) termination initiated by the Company or any of its affiliates for any reason other than death, disability, mandatory retirement or cause (as defined in the plan). In the event of a covered termination, a covered employee will be entitled to the following severance benefits: (i) continuation of the employee's base pay (as defined in the plan) through the earlier of his or her death or the third anniversary of the date of the change in control (the severance pay period); (ii) continuation of the availability of coverage, and the employer's regular contribution towards that coverage, under the employer's health care plan during the severance pay period for the employee and his or her eligible dependents; (iii) the right to buy any car that the employee is assigned by the employer at its then fair market value; and (iv) a lump sum payment equal to the value of any qualified or nonqualified retirement benefits forfeited by the employee on account of his or her covered termination. Salary Committee Report on Executive Compensation The Salary Committee of the Bank has furnished the following report on executive compensation. All executive compensation for the Company and the Bank is determined and paid on the Bank level. The Salary Committee meets annually to review salaries, bonuses and the contributions to the Employee Stock Ownership Plan (ESOP) and the Executive Deferred Compensation Plan. The Salary Committee recommends to the Board of Directors the annual salary and bonuses of the Senior Management group. This group includes the Bank's one designated Executive Officer, Mr. Fisher. The committee also recommends the annual contribution to the ESOP, which is shared on a pro-rated basis by all eligible employees, and the contribution to the Executive Deferred Compensation Plan, which was established for the benefit of the Senior Management group. Finally, the committee recommends a range of percentage increases in salary for the remaining staff. Increases within the range established by the committee and board are then recommended by department supervisors and approved by Mr. Fisher. In establishing salaries and bonuses for the Senior Management group, the committee attempts to provide competitive levels of compensation, which will attract and retain corporate officers and key employees with outstanding abilities and to motivate them through a combination of base salary, annual incentives and deferred compensation. The committee uses the Virginia Bankers Association Salary Survey of Virginia Banks for comparison of salaries paid for similar positions and responsibilities. The Board, on at least an annual basis, also reviews qualitative factors, such as Return on Average Assets (ROAA) and Return on Average Equity (ROAE) relative to peer banks. A subjective approach is used in this evaluation and therefore does not rely on a formula or weights of specific factors. Salary Committee Julian D. Fisher Robert L. Halterman Lawrence H. Hoover, Jr. Michael W. Pugh Ronald E. Wampler Compensation Committee Interlocks and Insider Participation During 2001, Julian D. Fisher served on the Salary Committee. Mr. Fisher is President and CEO of the Company and CEO of the Bank. 5 Indebtedness and Other Transactions The Company's directors and officers and other corporations, business organizations, and persons with whom some of the Company's directors and officers are associated, had loan transactions at December 31, 2001 with the Bank totaling approximately $1,783,345, or about 6.33% of average shareholders' equity for the year. All such transactions were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time in comparable transactions with others and did not involve more than the normal risk of collectibility or present other unfavorable features. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and any persons who own more than 10% of the Common Stock, to file with the Securities and Exchange Commission reports of ownership and changes in ownership of Common Stock. Officers and directors are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of the copies of such reports furnished to the Company or written representation that no other reports were required, the Company believes that, during 2001, all filing requirements applicable to its officers and directors were complied with except that John N. Crist, Director, inadvertently failed to file a report for May 2001 covering 1,200 shares of Common Stock that he acquired and his original Form 3 omitted 825 shares held in his wife's IRA. Corrective filings have been made. Stock Performance The following graph compares the cumulative total return to the shareholders of the Company for the last five fiscal years with the total return on the Russell 2000 Index and the Pink Banks ($100M to $500M) Index, as reported by SNL Financial LC, assuming an investment of $100 in the Common Stock on December 31, 1996, and the reinvestment of dividends. F & M Bank Corp. [PERFORMANCE GRAPH] 6

PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS S. B. Hoover & Company, L.L.P. of Harrisonburg, Virginia, was the auditor for the Company for 2001 and is being recommended to the Company's shareholders for the ratification of its appointment as auditor for 2002. A representative of S. B. Hoover & Company, L.L.P. is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he desires to do so, and is expected to be available to respond to appropriate questions from shareholders. The Board recommends a vote for Proposal Two. AUDIT INFORMATION Audit Committee The Audit Committee operates under a written charter that the Board has adopted. The five members of the Audit Committee are independent as that term is defined in the listing standards of the National Association of Securities Dealers. Fees of Independent Public Accountants Audit Fees. The aggregate amount of fees billed by S. B. Hoover & Company, L.L.P. for professional services rendered for the audit of the Company's annual financial statements for the fiscal year ended December 31, 2001, and the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for that fiscal year was $22,050. Financial Information System Design and Implementation Fees. There were no fees billed by S. B. Hoover & Company, L.L.P. for professional services rendered to the Company for the fiscal year ended December 31, 2001, for the design and implementation of financial information systems. All Other Fees. The aggregate amount of fees billed by S. B. Hoover & Company, L.L.P. for all other non-audit services, including internal audit services, tax preparation and miscellaneous consulting services rendered to the Company for the fiscal year ended December 31, 2001 was $14,581. Audit Committee Report Management is responsible for the Company's internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. The independent auditor is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes on behalf of the Board of Directors. In this context, the Audit Committee has reviewed and discussed with management and the independent auditors the audited financial statements. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). In addition, the Audit Committee has received from the independent auditors the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with them their independence from the Company and its management. Moreover, the Audit Committee has considered whether the independent auditor's provision of other non-audit services to the Company is compatible with the auditor's independence. 7 In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, for filing with the Securities and Exchange Commission. By recommending to the Board of Directors that the audited financial statements be so included, the Audit Committee is not opining on the accuracy, completeness or fairness of the audited financial statements. February 21, 2002 Audit Committee John N. Crist Ellen R. Fitzwater Robert L. Halterman Daniel J. Harshman Richard S. Myers SHAREHOLDER PROPOSALS Under the regulations of the Securities and Exchange Commission, any shareholder desiring to make a proposal to be acted upon at the 2003 annual meeting of shareholders must cause such proposal to be delivered, in proper form, to the Secretary of the Company, at its principal executive offices, P. O. Box 1111, Timberville, Virginia 22853, no later than November 8, 2002, in order for the proposal to be considered for inclusion in the Company's Proxy Statement for that meeting. The Company anticipates holding the 2003 annual meeting of shareholders on April 12, 2003. The Company's Bylaws also prescribe the procedure that a shareholder must follow to nominate directors or to bring other business before shareholders' meetings outside of the proxy statement process. For a shareholder to nominate a candidate for director at the 2003 annual meeting of shareholders, notice of the nomination must be received by the Secretary of the Company not less than 60 days and not more than 90 days prior to the date of the 2003 annual meeting. The notice must describe various matters regarding the nominee and the shareholder giving the notice. For a shareholder to bring other business before the 2003 annual meeting of shareholders, notice of the proposed business must be received by the Secretary of the Company not less than 60 days and not more than 90 days prior to the date of the 2003 annual meeting. The notice must include a description of the proposed business, the reasons therefor, and other specified matters. Any shareholder may obtain a copy of the Company's Bylaws, without charge, upon written request to the Secretary of the Company. Based upon an anticipated date of April 12, 2003 for the 2003 annual meeting of shareholders, the Company must receive any notice of nomination or other business no later than February 11, 2003 and no earlier than January 12, 2003. By Order of the Board of Directors Larry A. Caplinger, Secretary March 8, 2002 8 PROXY F & M BANK CORP. Annual Meeting of Shareholders, April 13, 2002 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Thomas L. Cline, Robert L. Halterman and Michael W. Pugh, any or all of whom may act, with full power of substitution, as proxies to vote, as designated below, at the Annual Meeting of Shareholders to be held April 13, 2002 at 5:30 P.M. and at any adjournment thereof, the shares of F & M Bank Corp. common stock held of record by the undersigned as of February 22, 2002. The shares to which this proxy relates will be voted as specified. If no specification is made, such shares will be voted in favor of the proposals set forth on this proxy. PROPOSAL ONE ELECTION OF DIRECTORS

John N. Crist, Julian D. Fisher and Daniel J. Harshman for three-year terms to expire in 2005. (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space below.) ================================================================================ PROPOSAL TWO RATIFICATION OF APPOINTMENT OF S. B. HOOVER & COMPANY, L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS [ ] FOR [ ] AGAINST [ ] ABSTAIN IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. Please complete, date and sign the proxy and return it as soon as possible in the enclosed postage prepaid envelope. The proxy must be signed exactly as the name or names appear on the label attached to this proxy with the exception of any stock listed in the name of the owner TOD to another individual. If signing as a trustee, executor, etc., please so indicate. Date Signed:__________________________ ______________________________________ ______________________________________ Print Name Signature ______________________________________ ______________________________________ Print Name Signature