First Mcminnville DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

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þ  Definitive Proxy Statement

o  Definitive Additional Materials

o  Soliciting Material Pursuant to §240.14a-12

FIRST MCMINNVILLE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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First McMinnville Corporation
200 East Main Street
McMinnville, Tennessee 37110

A Letter to Our Shareholders

March 23, 2006

Dear Shareholder:

     You are cordially invited to attend the 2006 Annual Meeting of Shareholders of First McMinnville Corporation (“the Company”) to be held on April 11, 2006, at 2:30 p.m., local time, in the Board Room of The First National Bank of McMinnville, 200 East Main Street, McMinnville, Tennessee. At the Annual Meeting, Shareholders of record and beneficial owners as of March 14, 2006, will be entitled to vote upon the election of Directors who will serve until their successors have been elected and qualified. Second, the Shareholders will vote on the proposed ratification independent auditors for the Company as recommended by the Audit Committee. Finally, the Shareholders will vote on any other business that may properly come before the Annual Meeting. Presently, the Company is unaware of any other business that might properly be raised at the Annual Meeting.

     The enclosed Proxy Statement describes the proposed election of C. Levoy Knowles as Director in Director Class I and the proposed ratification of the Audit Committee’s appointment of Maggart & Associates, P.C., as the Company’s independent auditors for this year, and it contains other information about the Annual Meeting. Please read these materials carefully.It is important that your shares be represented whether or not you plan to attend the Annual Meeting. Please complete the enclosed proxy sheet and return it in the enclosed envelope without delay. If you attend the Annual Meeting, you may withdraw your proxy and vote in person if you wish by following the instructions set forth in the accompanying Proxy Statement by giving appropriate notice at any time before your proxy is voted.

     If you have any questions about any matter related to our Company or First National Bank, I trust that you will call us.

     On behalf of your board of Directors, I urge you to voteFORProposals 1 and 2, which are described in the Proxy Statement and set forth on the Proxy Sheet. I look forward to seeing you at the Annual Meeting.

Sincerely,

FIRST MCMINNVILLE CORPORATION

Charles C. Jacobs
Chairman of the Board

FIRST MCMINNVILLE CORPORATION
200 East Main Street
McMinnville, Tennessee 37110

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO:	Our Shareholders
DATE:	Tuesday, April 11, 2006
TIME:	2:30 p.m., Local Time in McMinnville, Tennessee (Central Time)
PLACE:	First National Bank’s Board Room
	200 East Main Street
	McMinnville, Tennessee 37110

ITEMS OF BUSINESS:

1)	To elect C. Levoy Knowles as a Director in Director Class I, to serve a three-year term and until his successor has been elected and qualified;
2)	To ratify the Audit Committee’s selection of Maggart & Associates, P.C., as the Company’s independent auditors for the year ending December 31, 2006; and
3)	To conduct other business properly brought before the Annual Meeting. Execution of a proxy confers on the designated proxy holder discretionary authority to vote the shares represented by such proxy in accordance with such proxy holder’s best judgment on such other business, if any, as may properly come before the Annual Meeting or any postponement or adjournment thereof.

ELIGIBILITY:	You can vote if you were a Shareholder of record at the Company’s close of business on March 14, 2006.
ADJOURNMENT:	If necessary, your proxy will be voted to adjourn the Annual Meeting to a later date to permit further solicitation of proxies if there are insufficient votes at the time of the meeting to constitute a quorum.
MAILING DATE:	This Proxy Statement and the Company’s Annual Report for the year ended December 31, 2005, together with the form of proxy for the Annual Meeting, are first being mailed to Shareholders on or about March 23, 2006.

By Order of the board of Directors

Cindy Swann, Secretary
McMinnville, Tennessee
March 23, 2006

YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR PROXY SHEET TODAY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED STATES OF AMERICA.

First McMinnville Corporation

Annual Meeting of Shareholders

Table of Contents

Notice of Annual Meeting	i
Table of Contents	ii
Proxy Statement	1
Proposal No. 1 Election of Directors	4
Biographies of the Nominee for Election at the 2006 Annual Meeting	6
Executive Officers	10
Executive Compensation	11
Audit Committee	20
Report of the Audit Committee	21
Principal Auditor Fees and Services	23
Proposal No. 2 Ratification of the Audit Committee’s Selection of Independent Auditors	24
Stock Ownership of Management and Certain Beneficial Owners	24
Section 16(a) Beneficial Ownership Reporting Compliance	26
Certain Transactions	26
Shareholder Proposals and Nominations for the 2007 Annual Meeting	27

Appendix A — Audit Committee Charter

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FIRST MCMINNVILLE CORPORATION

2006 ANNUAL MEETING OF SHAREHOLDERS

April 11, 2006

2:30 P.M.

PROXY STATEMENT

INFORMATION ABOUT THE 2006 ANNUAL MEETING AND VOTING

General Information

This Proxy Statement and form of proxy are being furnished in connection with the solicitation of proxies by the Board of Directors (“the Board”) of First McMinnville Corporation (“our Company” or “First McMinnville Corporation”) for use at the 2006 Annual Meeting of Shareholders (“the Annual Meeting”) of the Company or at any adjournment or postponement thereof.

The Annual Meeting is scheduled to be held in the Board Room of The First National Bank of McMinnville, 200 East Main Street, McMinnville, Tennessee 37110, on Tuesday, April 11, 2006, at 2:30 p.m. local time. (All times are Central Time.) The Notice of Annual Meeting and this Proxy Statement are being first mailed to Shareholders on or about March 23, 2006. The Company’s Annual Report to Shareholders for the year ended December 31, 2005, is being mailed to Shareholders with the mailing of this Proxy Statement. This Proxy Statement summarizes information that will help you vote in an informed manner. A proxy sheet is included for your use, together with a postage prepaid return envelope.

The items of business scheduled to be voted on at the Annual Meeting are:

* The election of C. Levoy Knowles, an incumbent Director whose term expires in 2006, to Director Class I to serve a three-year term until the 2009 Annual Meeting of Shareholders and until his successor has been elected and qualified; and

* The ratification of the Audit Committee’s decision to select Maggart & Associates, P.C., as our Company’s independent auditors for our fiscal year ending December 31, 2006.

Our Board recommends that you vote your shares “FOR” both of these proposals.

No person is authorized to give any information or to make any representation not contained in this Proxy Statement and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. This Proxy Statement does not constitute the solicitation of a proxy in any jurisdiction from any person to whom it is unlawful to make such proxy solicitation in such jurisdiction. The delivery of this Proxy Statement shall not, under any circumstances, imply that there has not been any change in the information set forth in this document since the date of mailing this Proxy Statement.

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The Board of Directors has not adopted a formal policy regarding Director attendance at the Annual Meeting. Typically, the Board holds its annual organizational meeting immediately following the Annual Meeting and, historically, virtually all of the Company’s Directors attend the Annual Meeting.

Although we may make reference to our website address in this proxy statement, it is intended as a textual reference only and the information in the website is not incorporated by reference into this proxy statement.

Voting Rights, Outstanding Shares and Quorum

Only stockholders who owned our common stock at the close of business on March 14, 2006 (the “record date”) are entitled to vote at the Annual Meeting. On this record date, we had 1,030,853 shares of our common stock outstanding.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the meeting if at least a majority of the outstanding shares are represented in person or by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

Each share of our common stock that you own entitles you to one vote. The proxy sheet indicates the number of shares of our common stock that you own. The inspector of election will count votes for the meeting, and will separately count “For” and “Against” votes, abstentions and broker non-votes. With respect to the election of Directors, stockholders can vote “For” the entire slate, “Withhold Authority” against the entire slate, or against any particular nominee by striking through such person’s name on the proxy sheet. You may vote “For”, “Against”, or “Abstain” with respect to any other proposal. The properly nominated person(s) receiving the most votes for Director(s) will be elected. The other proposal will be approved if more votes are cast “For” than “Against”. Nominations from the floor of the Annual Meeting are not permitted.

If your broker holds your shares as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under applicable rules on which a broker may vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. This year, broker non-votes will not have any effect on either of the matters scheduled to be presented to the Shareholders.

You may vote in one of the following ways:

• You may attend the 2006 Annual Meeting and vote in person; or

• You may complete, date, sign and return the enclosed proxy sheet.

We will announce preliminary voting results at the Annual Meeting and publish final voting results in our quarterly report on Form 10-Q for the second quarter of 2006.

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Solicitation

The Board of Directors of the Company is soliciting your proxy to vote at the Annual Meeting. The Company will bear the entire cost of soliciting proxies, including preparing, assembling, printing and mailing this Proxy Statement, the proxy sheet and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others, to forward to such beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, electronic mail or personal solicitation by Directors, officers or other employees of our Company. We will not pay our Directors and employees any additional compensation for soliciting proxies. Presently, we have not engaged a third-party proxy solicitation firm, but we reserve the right to do so in the discretion of the Board of Directors.

Revocability of Proxies

Any Shareholder giving a proxy in the enclosed form has the power to revoke it at any time before it is voted on any of the first two proposals listed on your proxy sheet. You may revoke your proxy on or before the business day next preceding the Annual Meeting by physically delivering a written notice of revocation or another duly executed proxy bearing a later date to the Company’s Main Office, at the address given below for the Company, to Ms. Cindy Swann, Board Secretary. You may also revoke your proxy by attending the Annual Meeting and voting in person. However, your revocation must actually be received by the Board Secretary before the time that your proxy is first voted on any specified item of business at the Annual Meeting. Merely attending the Annual Meeting does not automatically revoke your proxy; you must give notice to the Board Secretary.

Stockholder Proposals

If you have a proposal or Director nomination that you would like included in our proxy statement and form of proxy for, or to be presented at the 2007 Annual Meeting of Stockholders, please refer to the section entitled “Shareholder Proposals and Nominations for the 2007 Annual Meeting.” The 2007 Annual Meeting is expected to be held on Tuesday, April 10, 2007.

Shareholder Questions and Availability of Company Information

If you have any questions about the Annual Meeting or the procedure for granting, voting or revoking your proxy, you should contact:

Investor Services — Ask for Mr. Charles Jacobs or Cindy Swann.
First McMinnville Corporation
200 East Main Street
McMinnville, Tennessee 37110
Shareholders, Banks and Brokers (call collect): (931) 473-4402

If you need additional copies of this proxy statement or voting materials, please contact First McMinnville Corporation’s Investor Services Department as described above. Also, Shareholders may request a free copy of our 2005 Annual Report Form 10-K, after it is filed with the SEC on or about March 30, 2006, from Investor Services Department at the above address. The Company will also furnish Shareholders any exhibit

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to the Form 10-K for 2005 if specifically requested. A copy of the report will also be posted on the Company’s website atwww.fnbmt.com.

Certain other records of our Company are available for inspection and copying by our Shareholders during regular business hours at the Company’s Main Office located at 200 East Main Street, McMinnville, Tennessee 37110. To make sure that someone is available to help you, please make an appointment with Ms. Cindy Swann, who works with Investor Services, by calling her at (931) 473-4402. Records available for inspection include our charter, our bylaws, our Audit Committee Charter, and our Code of Ethics. Links to the filings of our Directors and officers under Section 16 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and much of this other information are also available on the Company’s website atwww.fnbmt.com.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Information about our Board of Directors

The Board of Directors represents the interests of our stockholders by overseeing the chief executive officer and other members of senior management in the operation of the Company. The Board’s goal is to optimize long-term value by providing guidance and strategic oversight to the Company on our Shareholders’ behalf. Generally, we require that our Directors have extensive business experience, outstanding reputations in their industries, diverse views, knowledge of the communities in which we operate, and an understanding of financial matters. We believe that all of our Directors satisfy these requirements.

According to our Company’s charter, our Board must consist of between five and twenty-five directors, with the exact number to be set by the board of Directors. Currently, our board has nine directors. Director Class I has one member, Class II has five members, and Class III has three members. Every year, one of the three director “Classes” stands for election by our Shareholders to serve for three-year terms and until each such person’s successor has been elected and qualified, or until their resignation, death, or removal. If a person is nominated for a Class that is not customarily elected that year, that person is elected for a term that will expire in the year that her or his Class is customarily elected. This year, C. Levoy Knowles, the sole member of Director Class I is standing for re-election.

Any director may be removed at any time, with or without cause, by the holders of a majority of the shares of stock of the Company then entitled to vote at an election of directors; provided, that if the holders of any class or series of capital stock are entitled by the provisions of the Company’s charter to elect one or more directors, then such director or directors so elected may be removed only by the vote of the holders of a majority of the outstanding shares of that class or series entitled to vote at an election of such director or directors. Any director may resign at any time upon written notice to the Company. In addition, any director may be removed for cause by a majority of the entire Board and as otherwise expressly specified by law.

Vacancies and newly created directorships resulting from any increase in the total number of directors established by the Board may be filled by the affirmative vote of the Directors then in office, though less than a quorum, or by a sole remaining Director. Any director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term that shall coincide with the remaining term of the class of directors to which she or he is elected. A director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of her or his predecessor. Each Director so chosen shall hold office until the next annual meeting and a successor is duly elected and qualified or until his

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or her earlier death, resignation or removal. Whenever holders of any class or classes of stock or series thereof are entitled by the provisions of the charter to elect one or more directors, vacancies and newly created directorships of such class or classes or series may only be filled by the affirmative vote of the majority of the total number of directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

Our Board meets monthly and at call for special meetings. Directors may act at a meeting, may use modern communications devices to hold meetings, and may also act by written consent. The Board of Directors held twelve regular meetings last year. A majority of the members constitutes a quorum and a majority of those Directors who are present and voting at a meeting can generally cast the deciding vote on each matter considered. Directors cannot vote or act by proxy in connection with a Board meeting. Directors may act by written consent in accordance with law. In 2005, all Directors attended 75% or more of their assigned Board and committee meetings. In 2005, the Company’s directors were paid a fee of $1,000 for each meeting of the Board. Each committee member received $200 for each meeting of a Board committee to which they have been appointed and which they attended (except that employee Directors are not paid for committee meetings). Generally, these meetings involve many hours and include both First National Bank and First McMinnville Corporation Board meetings. However, attendance at the December meeting is not required for a Director to receive board fees. Customarily, all Board meetings are held jointly with the Board of Directors of our subsidiary, First National Bank.

The Company has adopted aCode of Ethics,which is applicable to all Directors, officers and other employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. TheCode of Ethicsis available for inspection as described on page 3 of these materials at “Shareholder Questions and Availability of Company Information.” The Company intends to give notices of amendments to or waivers from itsCode of Ethics(to the extent applicable to the Company’s Directors, chief executive officer, principal financial officer or principal accounting officer) by appropriate filings on Form 8-K.

Shareholders may communicate with our Board by sending a letter to the Board of Directors, First McMinnville Corporation, Attention: Chairman, at 200 East Main Street, McMinnville, Tennessee 37110. Communications intended for non-management Directors should be directed to the Chair of the Audit Committee at such address. Please refer to “Delivery of Proposals and Nominations,” below.

Our non-management directors reserve the right to meet at regularly scheduled executive sessions and may hold such additional executive sessions as they determine necessary or appropriate. No such meetings were deemed necessary or held in 2005.

Information about the 2006 Elections

The Board acts as its own nominating committee. In that capacity, the Board has nominated Mr. C. Levoy Knowles as the sole member of Director Class I for re-election to the Board at the 2006 Annual Meeting. If re-elected, Mr. Knowles will serve until the 2009 Annual Meeting, which is when that Director Class stands again for re-election or until his successor is elected and has qualified, or until his death, resignation or removal. The Company’s Board has not adopted a nominating committee charter or other formal procedure for nominating directors. The Board did not hire any director search firm in 2005 or 2006 and, accordingly, paid no fees to any such company. The Company could, but does not expect to, hire such a firm in the future.

Our stockholders elect directors by a plurality of the votes of the shares represented in person or by proxy at the meeting and entitled to vote in the election of directors. Shares represented by executed proxies will be voted

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or the election of Mr. Knowles, unless authority to vote in favor of the nominee is withheld. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. However, if Mr. Knowles cannot serve, your proxy may be voted for another nominee proposed by the Board, or the Board may reduce the number of authorized directors.

Nominations to the Board of Directors can also be made by Shareholders. However, although Shareholders can nominate directors, nominations must be made before the meeting and must contain information that the other Shareholders would need to make an informed decision about the nominees. These procedures are set forth in the Company’s bylaws, and a copy of the procedures can be obtained by Shareholders from the Company’s Investor Services Department, as set forth above. Please refer to, “Shareholder Proposals and Nominations for the 2007 Annual Meeting,” below.

Similarly, business cannot be proposed from the floor of the Annual Meeting and, if so proposed, it is supposed to be deemed to be out of order by the chairperson of the Annual Meeting. The Board of Directors does not know of any other business to be presented to the Annual Meeting and does not intend to bring other matters before the Annual Meeting. However, if any other matters properly come before the Annual Meeting, it is intended that the persons named in the accompanying proxy will vote thereon according to their best judgment (“discretionary authority”) to the extent that the Company’s charter and bylaws permit such consideration. No Shareholder has informed the Company of any intention to propose any other matter to be acted upon at the Annual Meeting. Accordingly, the persons named in the accompanying proxy are allowed to exercise their discretionary authority to vote upon any such proposal without the matter having been discussed in this Proxy Statement, subject to any restrictions set forth in the Company’s charter and bylaws. For these reasons, the Board deems it unlikely that “other business” can properly be raised at the Annual Meeting.

BIOGRAPHIES OF THE NOMINEE FOR ELECTION AT THE 2006 ANNUAL MEETING
AND OF OUR OTHER BOARD MEMBERS

We provide below a short biography of the Director-Nominee and of each Director whose term of office will continue after the Annual Meeting. The persons listed below are all current members of the Company’s Board of Directors.The Board unanimously recommends that you vote FOR the election of Mr. Knowles.

Name, Age, and Principal Occupation
During the Past Five Years

Board Member Standing for Re-Election This Year

C. LEVOY KNOWLESis 56 years old and the sole member of Director Class I. Mr. Knowles is the Chief Executive Officer of Ben Lomand Rural Telephone Cooperative. Mr. Knowles has served as a Director of First McMinnville Corporation since 1999.

Board Members Continuing In Office

CHARLES C. JACOBSis 67 years old and he is the Company’s Chairman and Chief Executive Officer. Mr. Jacobs has been with the First National Bank of McMinnville for more than thirty years and he has been an officer and director of the Company since 1985. Mr. Jacobs has extensive financial services business experience and he has been the chief executive officer of the Company and our subsidiary bank,

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The First National Bank of McMinnville, since 1994. Mr. Jacobs is a member of Director Class III.

JOHN GREGORY BROCKis 50 years old. He is the major shareholder of Apex Construction Company. Mr. Brock has served as a Director since 1993. He is a member of Director Class II.

ARTHUR J. DYERis 54 years old. He is President of Metal Products Company. Mr. Dyer has served as a Director since 1999. Mr. Dyer is a member of Director Class II.

RUFUS W. GONDERis 51 years old. He is a Certified Public Accountant whose practice is headquartered in McMinnville, Tennessee. Mr. Gonder has served as a Director since 1999. He is a member of Director Class II.

G. B. GREENEis 66 years old. He is the president of Womack Printing Co. Mr. Greene has served as a Director since 1984. He is a member of Director Class II.

ROBERT W. JONESis 77 years old. He is the retired former Chairman of First McMinnville Corporation. Mr. Jones has served as a Director since 1984. He is a member of Director Class II.

J. DOUGLAS MILNERis 58 years old. He is the President of Middle Tennessee Dr. Pepper Bottling Company. Mr. Milner has served as a Director since 1995. He is a member of Director Class III.

CARL M. STANLEYis 72 years old. He is the Chief Manager of Burroughs-Ross-Colville Company, LLC, and he was the president of the predecessor of that company. Mr. Stanley has served as a Director since 1984. He is a member of Director Class III.

The Committees of the Board of Directors

Under our Company’s bylaws, the Board of Directors may, by resolution, designate one or more committees. Each committee must consist of one or more of the Directors of the Company. To the extent provided in such resolution or in the Company’s bylaws, a committee may exercise the powers of the Board of Directors in the management and affairs of the Company, except as otherwise limited by law. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee.

During 2005, and at present, our Board has multiple standing committees. Generally, these committees are joint committees with First National Bank. They include the Executive Committee, the Audit Committee, and the Compensation Committee. The Board serves as its own nominating committee. The reports and minutes of these committees are to be received and considered by the Company’s Board of Directors at its regular meetings. The Board of Directors has established, and may establish in the future, other and different committees from time to time. The following table contains information concerning these committees and their activities as they relate strictly to the Company.

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Name of Committee and Members

Executive Committee

2005 Company Membership:

Carl M. Stanley
G. B. Greene
J. Douglas Milner
Charles C. Jacobs

Function of the Committee

Generally the executive committee is authorized to perform a wide variety of functions for the Company’s board and to act for and on behalf of the full board of Directors when the board of Directors is not in session. The committee also recommends administrative procedures and practices to the entire board.

However, this Committee may not:

1.	Authorize or declare dividends.
2.	Submit matters to a vote of Shareholders.
3.	Fill vacancies on the board or any of its committees.
4.	Amend the charter or adopt, amend or repeal the bylaws.
5.	Authorize a plan of merger, share exchange, liquidation, dissolution, etc.
6.	Authorize or approve the issuance or sale of Company stock.

This committee met nine times in 2005.

Compensation Committee

2005 Company Membership:

Carl M. Stanley
G. B. Greene
J. Douglas Milner

For the Company, this committee:

1.	Makes recommendations to the full board of Directors on executive compensation and other compensation issues.
2.	Reviews and considers compensation plans for directors, executive officers, and other employees.
3.	Evaluates the performance of executive and other officers and employees, with a view towards profitability, long-term growth and trends, regulatory factors and ratings, and perceived performance.

This committee met once in 2005.

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Audit Committee
(Joint with Bank’s Audit
Committee)

2005 Membership:

Dean I. Gillespie
Rufus W. Gonder
Arthur J. Dyer

As to both the Company and First National Bank:

1.	Engages, determines the compensation of, and oversees the independent external auditors and the internal auditors.
2.	Reviews the independence of the external auditor.
3.	Reviews and approves the scope and adequacy of audit plans.
4.	Reviews the scope and adequacy of internal controls.
5.	Approves significant accounting principles, concepts, and practices related to the financial statements.
6.	Reviews the Bank’s financial results and the Company’s financial results and SEC filings.
7.	Reviews the internal and external audit program with the goal of assuring that the Company’s and the Bank’s audit plans, policies and practices are appropriate.
8.	Reviews audit fees.
9.	Supervises matters relating to internal and external audit functions, including the approval of all auditing and non-auditing services performed by the independent auditors and any other auditing or accounting firms.
10.	Reviews and sets internal policies and procedures regarding audits, accounting and other financial controls, including the loan review function.
11.	Approves, reviews, and determines the adequacy of the Company’s Audit Committee Charter.

This Committee met four times in 2005.

When acting as its own nominating committee, the Board reviews the membership of the Boards of both the Company and First National Bank, giving consideration of the availability of other qualified Shareholders as Board members, and related matters. The Board also considers any Shareholder nominations made in accordance with the requirement of the Company’s charter and bylaws. The Board met once in 2005 in connection with nominations.

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EXECUTIVE OFFICERS

The following are the Executive Officers of the Company and/or our subsidiary, First National Bank. Unless otherwise indicated, these officers have served in the indicated capacities during the last five years through the date of this proxy statement.

Name	Age		Office and Business Experience
Charles C. Jacobs		67	Chief Executive Officer, First McMinnville Corporation, January 1994 — present; Chairman, First McMinnville Corporation, 2000 — present; President of First McMinnville Corporation 1994 — 2001; and Chairman and Chief Executive Officer, First National Bank, January 1994 — present; President, First National Bank, 1988 — 2001. Mr. Jacobs has served as a Director of First McMinnville Corporation and First National Bank since 1985.
P. D. Bogle		59	Senior Vice President, First McMinnville Corporation, First National Bank.
Larry B. Foster		46	Senior Vice President, First McMinnville Corporation, First National Bank.
David W. Marrtala		44	Senior Vice President, First McMinnville Corporation, First National Bank.
Kenny D. Neal		55	Senior Vice President, First McMinnville Corporation, First National Bank., Chief Accounting and Financial Officer of both the Bank and the Company.
C. P. Whisenhunt		62	Senior Vice President, First McMinnville Corporation, First National Bank.
Kenneth D. Woods		43	Senior Vice President, First McMinnville Corporation, First National Bank.

The executive officers are appointed by, and serve at the discretion of, the Company’s Board of Directors. Officers are elected annually by the Company’s Board. No executive officer has an employment contract.

The directors and executive officers of First McMinnville Corporation as a group held 10,560 vested options as of December 31, 2005. To the knowledge of the Company, only one person, Mr. Mark Pirtle, owns as much as five percent of the Company’s common stock. Mr. Pirtle has recently filed a Schedule 13D to record such ownership with the Securities and Exchange Commission (“SEC”) with respect to 55,609 shares (5.39%) as required by law.

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EXECUTIVE COMPENSATION

Remuneration of Directors and Officers

The following table sets forth the compensation of the Company’s Chief Executive Officer for our fiscal years ending December 31, 2005, 2004, and 2003. No other executive officer of the Company earned as much as $100,000 in salary and bonus for those years. The figures below include all compensation paid for all services to the Company for that fiscal year.

SUMMARY COMPENSATION TABLE

Annual Compensation	Long-Term Compensation
	Awards Payouts

											Securities
							Other		Restricted		Underlying
Name And							Annual		Stock		Options/		LTIP		All Other
Principal			Salary		Bonus		Compensation		Award(s)		SARs		Payouts		Compensation
Position	Year		($)		($)		($)(1)(2)		($)(3)		(#)(3)		($)		($)(4)
Charles C. Jacobs Chairman and CEO		2005	$	170,647	$	25,597	$	13,000		N/A		-0-	$	-0-	$	4,054
		2004		167,648		25,147		13,000		N/A		-0-		-0-		5,784
		2003		162,777		24,417		13,000		N/A		-0-		-0-		23,867

Notes to Preceding Table

(1)	Pursuant to the instructions to Item 402 of Regulation S-K, the Company has omitted information regarding group life, health, hospitalization, medical reimbursement or relocation plans that do not discriminate in scope, terms or operation, in favor of executive officers or Directors of the Company and that are available generally to all salaried employees. In accordance with the instructions to Item 402(b)(2)(iii)(c), perquisites and other personal benefits, securities, or property, if any, are not reported unless the aggregate amount of such compensation is the lesser of either $50,000 or 10% of the total of annual salary and bonus reported for the named executive in this table.
(2)	This amount includes director’s fees.
(3)	The amounts in this column reflect the number of unexercised options granted to the named executive(s) in the year(s) indicated.
(4)	This amount represents the Company’s contribution to the Company’s 401(k) plan and defined benefit plan on behalf of the named executive(s).

***

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Stock Option Grants

Our Company granted no stock options to the named executive in 2005. Our Company grants no stock appreciation rights.

2005 Stock Option Exercises

No executive named in the Summary Compensation Table exercised any options during 2005. The table below provides information as the year-end value of unexercised options held by such officer(s). The Company grants no stock appreciation rights.

Option Values at the End of 2005

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR END OPTION/SAR VALUES

					Securities
					Underlying		Value of Unexercised
					Unexercised		in-the-Money
	Shares				Options/SARs		Options/SARs At
	Acquired on		Value Realized on		At Fiscal Year End (#)		Fiscal Year End ($)
	Exercise		Exercise		Exercisable/		Exercisable/
Name and Title	(#)		($)		Nonexerciseable(1)		Nonexerciseable(1)
Charles C. Jacobs, Chairman and CEO		-0-	$	-0-		7,000/-0-	$	157,290/$-0-

Notes to Preceding Table

(1) This amount represents the difference between the estimated market price on December 31, 2005 of approximately $51.55 per share and the respective exercise price(s) of the options at the date(s) of grant ($29.08). Such amounts may not necessarily be realized. (These figures reflect the Company’s 2-for-1 stock split effected in fiscal 2003.) The Company’s shares are not traded on any recognized or established securities market and, accordingly, the per-share value stated reflects management’s estimate of the fair market value of such shares.

***

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Benefits

Pension Plan. The Company has a non-contributory pension plan for all eligible employees. In order to be eligible, an employee must perform at least 1,000 or more hours of service within six (6) months of his or her date of employment. The employee shall become eligible on the first day of January following the completion of one year of service and the attainment of age 21, provided such person was hired prior to his or her 60th birthday. The Company contributed $124,000 to the plan in 2005 and $223,000 in 2004.

The following table sets forth the estimated annual retirement benefits on a straight life annuity basis to participating employees, including the Named Executive Officers, for designated years of service and remuneration levels.

Years of Service
	Remuneration		15		20		25		30		35
	$	25,000	$	4,651	$	6,202	$	7,752	$	9,302	$	10,853
		50,000		10,276		13,702		17,127		20,552		23,978
		75,000		15,901		21,202		26,502		31,802		37,103
		100,000		21,525		28,700		35,875		43,051		50,225
		125,000		27,150		36,200		45,250		54,301		63,350
		150,000		32,775		43,700		54,625		65,551		76,475
		175,000		38,400		51,200		64,000		76,801		89,600
		200,000		44,025		58,700		73,375		88,051		102,725
		225,000		49,650		66,200		82,750		99,301		115,850
		250,000		55,275		73,700		92,125		110,551		128,975
		300,000		66,525		88,700		110,875		133,051		155,226
		400,000		89,025		118,700		148,375		178,051		207,726
		450,000		100,275		133,700		167,125		200,551		233,976
		500,000		115,525		148,700		185,875		223,051		260,226

The amount of a participant’s monthly normal retirement annuity is equal to .85% of the first $833 of the participant’s average monthly compensation plus 1.50% of the compensation in excess of the first $833, multiplied by the number of years of credited service to the participant’s normal retirement date which is attainment of age 65. The number of years of credited service used in the formula will be limited to a maximum of 35. Average monthly compensation is defined as the sum of the participant’s reported basic

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earnings in the five consecutive plan years that produce the highest amount divided by 60. Early retirement, postponed retirement and disability retirement are also provided for in the plan.
A plan participant has a vested benefit equal to a percentage of his or her accrued benefit based on the length of his or her service, beginning at 20% after three years of service and increasing 20% per year for the next four years, with a participant fully vested at the end of year seven. Mr. Jacobs has 35 years of credited service under the Plan with current compensation covered by the Plan of $187,194. No annual cost for Mr. Jacobs is attributed to the Company’s 2005 contribution to the plan. Mr. Jacobs’ anticipated monthly benefit at retirement at age 65 is currently estimated at $7,835. Mr. Jacobs’ benefit could increase based only on his future compensation that would be in excess of his current five year average compensation.

The Company also offers a 401(k) profit-sharing plan for eligible employees, which was adopted in 1988. To be eligible, an employee must have obtained the age of 21 and she or he must have completed one year of service. The provisions of this plan provide for both employer and employee contributions. The Company contributed approximately $61,000, $57,000, and $58,000 to the plan for the years ending, respectively, December 31, 2005, 2004 and 2003. Please refer to Note 11 to the Consolidated Financial Statements for additional information concerning employee benefit plans.

The First McMinnville Corporation Stock Option Plan

In April of 1997, the Shareholders of the Company approved the First McMinnville Corporation 1997 Stock Option Plan (the “1997 Plan”). The 1997 Plan was promptly implemented by the Board of Directors. The plan provides for the granting of stock options, and authorizes the issuance of common stock upon the exercise of such options, for up to 115,000 shares of common stock, to employees, nonemployee Directors and advisors of the Company. (These share numbers reflect the 2-for-1 stock split effective in 2003.)

Options for 57,165 shares currently are outstanding. All outstanding options are or become exercisable as specified in the documents granting the options to the recipients. The weighted average exercise price for options exercised in 2005 was $30.52. During 2005, options for 2,900 shares were exercised, for which the Company received $59,000 to add to its capital.

Purpose

The purpose of the 1997 Plan is to assist in retaining the services of persons now serving as our Directors, officers and employees and to attract and retain the services of persons capable of serving as employees, officers, and Directors of our Company. The plan is also intended to provide incentives for such persons to exert maximum efforts to promote our Company’s continued development and success. The compensation committee of the Board of Directors believes that such options help further align the interests of our employees and Directors with the interests of the Company and the Shareholders.

Administration

The compensation committee of our Board of Directors administers the 1997 Plan. The committee and the Board of Directors have the power to construe and interpret the 1997 Plan and options granted under it, and to establish, amend and revoke rules and regulations for its administration.

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Stock Subject To The 1997 Plan

As of March 14, 2006, options for 31,500 shares were available for future grant under the 1997 Plan. The exercise price per share ranges from $29.08 per share to $43.67 per share, which “strike price” was determined by the Board of Directors to be the fair market value of the shares on the date of grant. (The Company’s shares are not traded on any recognized or established securities market and, accordingly, the Board has determined the fair market value based on information available to it, including privately negotiated trades reported to management of the Company.)

If options granted under the 1997 Plan expire or otherwise terminate without being exercised, the shares of common stock not acquired pursuant to such options again become available for issuance under the 1997 Plan. The compensation committee retains the right to grant additional options under the 1997 Plan.

Eligibility and Option Grants

The 1997 Plan provides that options may be granted to employees and non-employees of the Company, including all of our Directors, officers, and other employees. Options granted under the 1997 Plan may be either statutory or nonstatutory, meaning that they either may or may not qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

Terms of Options

Each option under the 1997 Plan is generally subject to the following terms and conditions.

Option Exercise. An option granted under the 1997 Plan may be exercised by giving written notice of exercise to the Company, specifying the number of full shares of common stock to be purchased accompanied by payment of the purchase price.

Vesting Period Limitations. Options may be granted by the compensation committee to vest over a period of time, to vest immediately, or to vest based on other criteria. The 1997 Plan provides that options must be exercised no later than ten years after being granted (five years in the case of incentive stock options if granted to an employee who owns more than 10% of the voting power of all Company stock).

Exercise Price; Payment. The exercise price of options granted under the 1997 Plan is equal to 100% of the fair market value of the common stock on the date granted. (The exercise price must equal 110% of the fair market value of the shares for incentive stock options granted to any employee who owns more than 10% of the voting stock.) The exercise price shall be determined by the Board or its committee and shall be not less than the fair market value of the stock at the date of grant, as determined by the Board or its committee in good faith. The exercise price of options granted under the 1997 Plan must be paid in cash. To the extent provided by the terms of an option, and to the extent permitted by applicable law, an option holder may satisfy any federal, state or local tax withholding obligation relating to the exercise of such option by a cash payment upon exercise, authorizing the Company to withhold a portion of the stock otherwise issuable to the option holder, delivering already-owned shares of our common stock, or a combination of these means.

Transferability; Term. Options granted under the 1997 Plan are nontransferable, other than by will, the laws of descent and distribution or, for nonstatutory stock options, pursuant to certain domestic relations orders. Payment for shares of common stock to be issued upon exercise of an option must be made in cash or cash equivalents. Certain limitations apply to the exercise of options.

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No option granted under the 1997 Plan is exercisable by any person after the expiration of 10 years from the date the option is granted.

Other Provisions. The option agreement may contain such other terms, provisions and conditions not inconsistent with the 1997 Plan as may be determined by the Board or its designated committee.

Adjustment Provisions

If any change is made in, or other event occurs with respect to, the common stock subject to the 1997 Plan, or subject to any option under the 1997 Plan, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company each, a “Capitalization Adjustment”, the 1997 Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the 1997 Plan and issuable pursuant to option grants under the 1997 Plan, and any outstanding options will be appropriately adjusted in the class(es) and number of securities and exercise price per share of the securities subject to such outstanding options. The Board of Directors will make such adjustments, and its determination will be final, binding and conclusive. The conversion of any convertible securities of the Company will not be treated as a transaction “without receipt of consideration” by the Company.

In the event of (i) a qualifying merger or consolidation, as described in the 1997 Plan, or similar transaction whereby following such transaction the stockholders of the Company immediately prior to such transaction do not own outstanding voting securities representing more than 50% of the combined voting power of the entity (or parent of the entity) surviving such transaction, (ii) a qualifying sale, lease, license or other disposition of all or substantially all of our assets, (iii) certain entities reporting under Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) acquire more than 50% of our voting power under certain qualifying circumstances, or (iv) a majority of our Board of Directors is replaced by individuals who are not nominated by members of our current Board of Directors or members nominated by our current Board of Directors or their nominees (each such event, a “Change of Control” for purposes of the 1997 Plan), any outstanding options under the 1997 Plan will generally vest immediately and will terminate on the expiration date set forth in the option grant or as specified in the plan itself.

The acceleration of an option in the event of a Capitalization Adjustment or a Change in Control event may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of the Company.

Duration, Amendment and Termination

The Board at any time, and from time to time, may amend the 1997 Plan. However, except as relating to Capitalization Adjustments (described above), no amendment will be effective unless approved by the Company’ stockholders to the extent stockholder approval is necessary to satisfy the requirements of Rule 16b-3 of the SEC. The Board, in its sole discretion, may submit any other amendment to the 1997 Plan for stockholder approval. Rights under any outstanding option granted before amendment of the 1997 Plan will not be impaired by any amendment of the 1997 Plan unless the Company requests the consent of the option holder and the option holder consents in writing. Unless sooner terminated, the 1997 Plan will terminate in April of 2007.

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Additional Information. Note 20 to the Consolidated Financial Statements of the Company for the year ended December 31, 2005 contains additional information concerning the 1997 Plan.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2005, the Company’s Compensation Committee consisted of Directors Greene, Milner, and Stanley. The Company’s board of directors considers each of these persons to be independent under NASDAQ Rule 4200(15). From time to time, the Company makes loans to its Directors and executive officers of the Company and the Company, and related persons and entities, in the ordinary course of its business. See “Certain Transactions.”

No member of the Committee is, or was during 2005; an officer or employee of the Company or any subsidiary of the Company, and none has served in such a capacity. Other than loans described above, none had any relationship with the Company that requires disclosure under the SEC’s proxy solicitation rules.

No executive officer of the Company served during 2005 (i) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the Company, or (ii) as a director of another entity, one of whose executive officers serviced on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the Company; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the Company.

Board Compensation Committee Report on Executive Compensation

The compensation committee of the Company’s Board of Directors reviews compensation paid to the chief executive officer. The compensation committee reviews various published surveys of compensation paid to employees performing similar duties for depository institutions and their holding companies, with a particular focus on the level of compensation paid by comparable stockholder institutions in and around the Company’s market areas, including institutions with total assets of between $150 million and $1 billion. Although the committee does not specifically set compensation levels for the chief executive officer based on whether particular financial goals have been achieved by the Company, the Committee does consider the overall profitability of the Company when making these decisions. The compensation committee has the following goals for compensation programs impacting the chief executive officer of the Company:

• To establish fair and reasonable fixed compensation costs by targeting the base salary at a competitive average;

• To focus on and to reward successful, long-term leadership, profitability, and growth;

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• To provide incentives for, and to motivate, the chief executive officer to enhance stockholder value by linking compensation to the future value of the Company’s stock;

• To foster a strong relationship with the chief executive officer for retention purposes; and

• To meet competition for talented and experienced bank officers in the Company’s marketplace.

During the year ended December 31, 2005, Charles C. Jacobs, Chairman and Chief Executive Officer, received a base salary of $170,648 (an increase of approximately $3,000 over 2004) in recognition of his continued leadership in the management of the Company as well as his execution of the duties of Chairman and Chief Executive Officer. Mr. Jacobs was awarded a bonus of $25,597 for 2005. The Compensation Committee generally considers the annual compensation paid to the chief executive officers of publicly owned, relatively recently formed, financial institutions in urban areas with assets of between $150 million and $1 billion. Salary increases and bonuses are based on individual job performance and the performance of the Company as a whole. Mr. Jacobs was not granted any options during 2005. Future grants are possible based on the performance of the Company, although presently no grants are expected to be made from the Company’s Stock Option Plan. See “Benefits.”

Impact of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code limits the deductibility of executive compensation paid by publicly held corporations to $1 million per employee. Based on the amounts earned by the employees of the Company, the Company does not believe that the $1 million limitation will affect the Company. In addition, this limitation generally does not apply to compensation based on performance goals if certain requirements are met. The Company believes its stock incentive plans and payments of target incentive payments are “performance-based” and satisfy Section 162(m). The committee intends for all compensation paid to our executives to be fully deductible under federal tax laws and intends to take such steps as are necessary to ensure continuing deductibility.

Compensation Committee:
G. B. Greene, Chair
J. Douglas Milner
Carl M. Stanley

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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among First McMinnville Corporation, Russell 2000 Index
And the NASDAQ Bank Index

* $100 invested on 12/31/00 in stock or index-including reinvestment of dividends. Fiscal year ending December 31.

	12-31-00		12-31-01		12-31-02		12-31-03		12-31-04		12-31-05
First McMinnville Corporation*		100.00		109.32		120.35		135.89		141.21		151.95
Russell 2000 Index*		100.00		102.49		81.49		120.00		142.00		148.46
NASDAQ Bank Index*		100.00		106.35		107.47		137.00		154.24		149.95

IMPORTANT NOTES: (1) The information set forth above under the subheadings “Compensation Committee Report on Executive Compensation” and “Shareholder Return Performance Graph” (i) shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or the liabilities of Section 18 of the Exchange Act, and (ii) notwithstanding anything to the contrary that may be contained in any filing by the Company under such Act or the Securities Act, shall not be deemed to be incorporated by reference in any such filing.

(2) Return is measured by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Share price at the end and beginning of the measurement period; by (ii) the Share price at the beginning of the measurement period. The measurement period in the graph set forth above begins on the last trading day of December 31, 2000. The

19

closing price on that date is the base amount, with cumulative returns for each subsequent twelve-month period measured as a change from that base. The cumulative return for each twelve-month period is calculated in relation to the base amount as of the last trading day of the Company’s fiscal year.*]

AUDIT COMMITTEE

The Company’s Audit Committee is presently comprised of Directors Dyer, Gillespie, and Gonder, none of whom is an officer or employee of First McMinnville Corporation. The Board of Directors has determined that all of the members of the Audit Committee are independent in accordance with the requirements of the NASD’s Rule 4200(a)(15). (Although the Company’s shares are not listed on the NASDAQ, in accordance with SEC regulations, the Company has selected and used the NASD’s independence criteria in making this judgment.)

The Company’s Audit Committee Charter provides that members of the Committee shall be “independent” and that they shall have an adequately broad level of general financial experience to serve on the Audit Committee. In the Committee’s judgment, all of the members of the Committee meet these criteria. The Company’s Audit Committee has not at this time designated a “financial expert” as that term is used in the Sarbanes-Oxley Act of 2002. The Board is considering the issues related to and the ramifications of such a designation both under Sarbanes-Oxley and rules issued by the SEC concerning financial experts. The Board may elect to designate a financial expert at any time.

In performing their duties, members of the Audit Committee rely without independent verification on the information provided to them, and on the representations made to them, by management and by the independent auditors. Accordingly, the Audit Committee’s oversight does not provide an independent basis for determining that management has maintained needed or appropriate accounting, internal controls and procedures, or financial reporting principles designed to assure compliance with the accounting standards and applicable laws, rules and regulations that govern them. Further, the Audit Committee’s considerations and discussions described in this document do not necessarily assure that the audit of the Company’s financial statements are presented in accordance with generally accepted accounting principles or that the Company’s auditors are, in fact or in law, “independent.” However, nothing has come to the attention of the Audit Committee, which would indicate that there are material weaknesses in the Company’s accounting or financial reporting principles or procedures.

The Company is currently formulating, updating and executing its plans to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and related laws, rules and regulations (Section 404). Generally, Section 404 requires that the Company develop and test very detailed internal control documentation and procedures. Starting no later than 2007, the Company’s Chief Executive Officer and Chief Accounting Officer must be able to certify compliance with Section 404, which certification is to be audited by the independent external auditors of the Company. Both reports are required to be included in future proxy materials starting no later than 2008.

The Report of the Audit Committee describes matters related to the Audit Committee and its functions. The Board of Directors has adopted a formal, written Audit Committee Charter, a copy of which is available for inspection at the Company’s Main Office during regular business hours for the Company at 200 East Main Street, McMinnville, Tennessee 37110, by appointment with Ms. Cindy Swann of the Company’s Investor Services Department. See “Shareholder Questions and Availability of Company Information” on page 3 of this document.

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REPORT OF THE AUDIT COMMITTEE

In accordance with its written charter, as adopted by the Company’s Board of Directors, the Audit Committee appointed by the Board of Directors (“Audit Committee”) assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of First McMinnville Corporation (“Company”). During 2005, the Audit Committee met four times. The Audit Committee reviewed the interim financial and other information contained in each quarterly earnings announcement and quarterly filings to the Federal Reserve Board and report with the Chief Executive Officer and the Chief Financial Officer and independent auditors. The Audit Committee also discussed the results of the internal audit examinations. Company officers meet with the Audit Committee by invitation only and the committee regularly meets in executive session without the attendance of Company officers.

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of the Company’s internal audit function and independent auditors, and risk assessment and risk management. The Audit Committee manages the Company’s relationship with its independent auditors (who report directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receive appropriate funding, as determined by the Audit Committee, from the Company for such advice and assistance.

The Company’s management has primary responsibility for preparing the Company’s financial statements and the Company’s financial reporting process. The Company’s independent auditors, Maggart & Associates, P.C., are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America.

In this context, the Audit Committee hereby reports as follows:

1.	The Audit Committee has reviewed and discussed the audited financial statements with the Company’s management.
2.	The Audit Committee has discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standard, AU 380) and SAS 99 (Consideration of Fraud in a Financial Statement Audit).
3.	The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committee”) and has discussed with the independent auditors the independent auditors’ independence.
4.	Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, for filing with the Securities and Exchange Commission.

The Audit Committee also appointed, subject to Shareholder ratification, the independent auditors.

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The Audit Committee published the Company’s Audit Committee Charter for the information of the Shareholders with the 2003 proxy materials issued by the Company. It is being re-published this year as part of the Committee’s commitment to publish the charter at least every three years.See Appendix A.

The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

Arthur J. Dyer, Audit Committee Chair
Dean I. Gillespie
Rufus W. Gonder

*Important Note: As permitted by the rules and regulations of the SEC, notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference in whole or in part, including this proxy statement, the Audit Committee Report and the statements regarding the independence of the respective members of the Audit Committee shall not be incorporated by reference into this or any other such filings.

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PRINCIPAL AUDITOR FEES AND SERVICES

The Audit Committee has appointed Maggart & Associates, P.C., as First McMinnville Corporation’s independent auditors for the fiscal year ending December 31, 2006. Representatives of Maggart & Associates, P.C., are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Fees Incurred by First McMinnville Corporation for Maggart & Associates, P.C.

The following table shows the fees paid or accrued by First McMinnville Corporation for the audit and other services provided by Maggart & Associates, P.C., for fiscal 2005 and 2004.

Services Performed	2005		2004
Audit Fees(1)	$	116,050	$	101,437
Audit-Related Fees(2)		-0-		-0-
Tax Fees(3)		8,135		7,900
All Other Fees(4)		-0-		-0-
Total Fees	$	124,185	$	109,337

Notes to Preceding Table

(1)	Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.
(2)	Audit-related fees consisted primarily of accounting consultations, services related to assistance with regulatory capital planning and attendance at audit committee meetings.
(3)	For fiscal 2005 and 2004, respectively, tax fees principally included tax preparation, tax advice and tax planning fees.
(4)	All other fees principally would include consulting engagements.

The Audit Committee has established general, informal guidelines for the permissible scope and nature of any permitted non-audit services in connection with its annual review of the audit plan and will review such guidelines with the Board of Directors. Pre-approval may be granted by action of the full Audit Committee or, in the absence of such Audit Committee action, by the Audit Committee Chair whose action shall be considered to be that of the entire Audit Committee. Pre-approval shall not be required for the provision of non-audit services if (i) the aggregate amount of all such non-audit services constitute no more than 5% of the total amount of revenues paid by the Company to the auditors during the fiscal year in which the non-audit services are provided, (ii) such services were not recognized by the Company at the time of engagement to be non-audit services, and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit. Services such as audit of financial statements and the review of

23

management’s assessment of internal controls, assistance with computations of fair market value disclosures, review of periodic and current reports (such as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), preparation of reports to the Federal Reserve Board, and preparation of federal and state tax returns (among others) have been pre-approved by the Audit Committee.

The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the external accountant’s independence. After discussing this matter among themselves, with management, and with the independent auditors, the Audit Committee believes that the provision of the specified non-audit services is compatible with maintaining the external auditor’s independence.

PROPOSAL NO. 2

RATIFICATION OF THE AUDIT COMMITTEE’S
SELECTION OF INDEPENDENT AUDITORS

The Audit Committee of the Company’s Board of Directors has selected Maggart & Associates, P.C., to serve as independent auditors for the current fiscal year and considers it desirable that the selection of Maggart & Associates, P.C., be submitted for ratification by the Shareholders. The Audit Committee of the Board of Directors proposes and recommends that the Shareholders ratify the selection by the Audit Committee of the firm of Maggart & Associates, P.C., to serve as independent auditors for the Company for the fiscal year that ends December 31, 2006. The firm has served as the Company’s independent auditors since the Company commenced operations in 1984. One or more representatives of Maggart & Associates, P.C., is expected to be present at the 2006 Annual Meeting to make such comments as they desire and to respond to appropriate questions from Shareholders of our Company.

Although the Shareholders are not legally required to vote on the ratification of the appointment of independent auditors for the Company, the Board of Directors places high importance on the Shareholders’ vote in this regard. If the resolution approving Maggart & Associates, P.C., as the Company’s independent auditors is rejected by the Shareholders then the Audit Committee will re-evaluate (but not necessarily change) its choice of independent auditors. Even if the resolution is approved, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its Shareholders. (Or course, this would not relieve the Company from any of its contractual obligations.) Proxies in the form solicited hereby, which are returned to the Company, will be voted in favor of the resolution unless otherwise instructed by the Shareholders. The proposal will be approved if more shares are voted for, rather than against, the proposal at a meeting at which a quorum is present.

The Audit Committee and the Board of Directors unanimously recommend that you vote “FOR” this proposal.

STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table provides information, as of December 31, 2005, with respect to the following beneficial owners of the Company’s common stock:

• Each holder of five percent or more of the Company’s common stock;

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• Each Director of the Company, each of whom is also a director of First National Bank;

• Each nominee for Director;

• All Company executive officers and directors as a group.

We determined beneficial ownership by applying the General Rules and Regulations of the SEC, particularly Rule 13d-3 under the Securities Exchange Act, which state that a person may be credited with the ownership of common stock:

• Owned by or for the person’s spouse, minor children or any other relative sharing the person’s home;

• Of which the person shares voting power, which includes the power to vote or to direct the voting of the stock; and

• Of which the person has investment power, which includes the power to dispose or direct the disposition of the stock.

• Also, a person who has the right to acquire beneficial ownership of shares within 60 days after April 11, 2006, will be considered to own the shares. Unless otherwise indicated, the persons listed own their shares directly as individuals or in conjunction with their spouses.

						Pro Forma Percent
	Number of					of Outstanding Shares
Name	Shares Owned (1) (2)			Right to Acquire		(1)
(A) Mark A. Pirtle 2006 North Main Street, P.O. Box 9, Shelbyville, Tennessee 37160		55,609			-0-		5.39
(B) J. G. Brock		1,902			3,000		0.47
Arthur J. Dyer		412			3,000		0.33
Rufus W. Gonder		912			3,000		0.38
G. B. Greene(3)		15,538			3,000		1.79
Charles C. Jacobs		8,792			7,000		1.52
Robert W. Jones		9,230			1,000		0.99
C. Levoy Knowles		900			3,000		0.38
J. Douglas Milner		400			3,000		0.33
C. M. Stanley(4)		13,400			-0-		1.30
(C) Directors and Executive Officers as a Group (16 persons)		57,612	(1)		37,760		9.01	(1)

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Notes to Preceding Table

(1)

The percentages shown are based on 1,030,853 shares of the common stock actually outstanding at December 31, 2005,plusthat number of shares obtainable by each person named within the 60 days next succeeding the Annual Meeting pursuant to the exercise of stock options. Such shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other person. The percentages have been calculated based on thepro formanumber of shares of common stock deemed to be owned beneficially by such holder pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). Thus, all options exercisable within 60 days next following the Annual Meeting are included in such person’s total as if such person had exercised all of her or his respective options at the present date. All directors hold 3,000 options pursuant to the Stock Option Plan except that Mr. Stanley has exercised all of his options. (The number of shares and options has been adjusted to reflect the 2-for-1 stock split that became effective in 2003.)

(2)

This information has been furnished by the directors and officers of the Company. Unless otherwise indicated, a shareholder possesses sole voting and investment power with respect to all of the shares shown opposite her or his name, including shares held in her or his individual retirement account. Shares held in self-directed Individual Retirement Accounts have been shown in each director’s total, and classified as subject to the director’s sole voting and dispositive authority. The ownership shown is that reported to the Company as of a recent date. The totals shown include shares held in the name of spouses, minor children, certain relatives, trusts, estates, custodial arrangements for children, and certain affiliated companies and/or business entities as to which beneficial ownership may be disclaimed.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and Directors, and persons who own more than ten percent of a registered class of the Company’s stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Executive officers, Directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. (The Company knows of no 10% or greater beneficial owner.)

Based solely on its review of the copies of such forms received by it, or (if applicable) written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that, for the period January 1, 2005 through December 31, 2005, its executive officers and Directors complied with all filing requirements applicable to them except that Mr. Stanley inadvertently filed one Form 4 late.

CERTAIN TRANSACTIONS

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Certain Directors and officers of the Company, businesses with which they are associated, and members of their immediate families are customers of the Company and have had transactions with the Company in the ordinary course of the Company’s business. All material transactions involving loans and commitments to such persons and businesses have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other borrowers. (The Company relies upon its Directors and executive officers for identification of their respective associates and affiliates (as those terms are defined in the Securities Exchange Act). The aggregate indebtedness of management (including the Directors and their respective interests) and these related parties to the Company for the past three years was as follows:

						Total Amount of
	Total Dollar Amount		Total Amount of			Loans As A
	of Loans to Directors,		Loans As A			Percentage of
Year Ending	Officers, and Their		Percentage			Shareholders
December 31	Affiliates		of Net Loans			Equity
2005	$	5,038,000		3.32	%		9.84	%
2004	$	5,771,000		3.92	%		11.52	%
2003	$	7,584,000		3.81	%		11.64	%

In the opinion of the Board of Directors, such transactions have not involved more than a normal risk of collectibility nor presented other unfavorable features, nor were any of these related-party loans restructured or charged off in such year.

Except as disclosed under “Executive Compensation” and elsewhere in this document, the Company’s executive officers and Directors did not have business relationships with us which would require individual disclosure under applicable SEC regulations and no such transactions are anticipated during the 2006 fiscal year. Please refer to Note 2 to the Company’s 2005 Consolidated Financial Statements for information concerning related party transactions.

SHAREHOLDER PROPOSALS AND NOMINATIONS
FOR THE 2007 ANNUAL MEETING

Shareholder Proposals: For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the Annual Meeting next year, the written proposal must be received by the Chairman of the Board of the Company at our principal executive offices no later than January 31, 2007. If the date of next year’s Annual Meeting is moved more than 30 days before or after the anniversary date of this year’s Annual Meeting, the deadline for inclusion of proposals in the Company’s proxy statement is instead a reasonable time before the Company begins to print and mail its proxy materials. Such proposals also will need to comply with Securities and Exchange Commission regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in Company-sponsored proxy materials. Proposals should be addressed and sent as set forth below under “Delivery of Proposals and Nominations,” below.

For a shareholder proposal that is not intended to be included in the Company’s proxy statement under Rule 14a-8, the Shareholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of the Company’s common stock to approve that proposal, provide the information required by the

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charter, bylaws and procedures of the Company (including the information specified in this part of the proxy statement), and deliver timely notice thereof to the Chairman of the Board of the Company. In general, the Company requires that the notice be received by the Chairman of the Board of the Company:

• Not earlier than the close of business on January 15, 2007, and

• Not later than the close of business on February 16, 2007.

If the date of the shareholder meeting is moved more than 30 days before or 60 days after the anniversary of the Company’s Annual Meeting for the prior year, then notice of a shareholder proposal that is not intended to be included in the Company’s proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the meeting and no later than the close of business on the later of the following two dates:

• 90 days prior to the meeting; and

• 10 days after public announcement of the meeting date.

Nomination of Director Candidates: You may propose Director candidates for consideration by the Board of Directors as set forth in the following paragraphs.

Selection of Candidates for Directors

The Board as a whole is responsible for nominating individuals for election to the Board by the Shareholders and for filling vacancies on the Board that may occur between annual meetings of the Shareholders. The Board is also responsible for developing and approving criteria nominating new candidates or re-nominating incumbent candidates for Board membership. In 2006, the Board served as its own nominating committee. Except for Mr. Jacobs, a minority of the members of the Board of Directors, the Board considers each of its members to be independent. The Board is ultimately responsible for seeking candidates to become or remain Board members, consistent with the criteria believed to be relevant by the Board of Directors, and for recommending candidates to the entire Board for selection by the Board for nomination to fill vacancies on the Board or expiring terms of Directors at each Annual Meeting of Shareholders. There is no nominating committee charter at this time.

The Board and management work together to assure that the Company’s Board of Directors has the type of membership that will honestly and diligently serve the interests of the Company, its Shareholders, and its other stakeholders. In the nominating process, the Board discusses and evaluates possible candidates in detail based on information available publicly and based on discreet inquiries made by the members. From time to time, the Board considers potential new nominees for the position of an independent director based on many factors, including the following criteria:

• Personal qualities and characteristics, experience, accomplishments and reputation in the business community;

• Current knowledge and contacts in Warren County and in surrounding counties in Tennessee, and knowledge of the banking industry and other industries relevant to the Company’s business;

• Diversity of viewpoints, background, experience and other demographics;

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• Ability and willingness to commit adequate time to Board and committee matters; and

• The anticipated ability of the potential candidate to work well, and to complement, the other Directors and potential Directors in building a Board that is effective in advancing the Company’s interests, sensitive to its constituencies, and responsive to its duties and responsibilities.

The Board does not set specific, minimum qualifications that nominees must meet in order for the Board to select them as nominees, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of the Board of Directors. Although the Company’s bylaws and charter do not require that a Board member own stock in the Company, such ownership is believed to be a positive indicator of the individual’s interest in the Company. Once a candidate is identified whom a consensus of the serving Board members wants seriously to consider and move toward nomination, the Chairman of the Board, the President and/or other Directors will enter into discussions with that nominee.

The Board will consider any suggestions offered by other Directors or Shareholders, which on their face appear reasonable, with respect to potential Directors. It is the intent of the Board of Directors that there be no difference in the manner in which potential nominees are evaluated based on whether they are nominated by a member of the Board or by a Shareholder. Shareholders who wish to submit nominees for director for consideration by the Board for election may do so by submitting one or more proposed candidates’ name and other important information in writing to the Company’s Chairman as described below under “Delivery of Proposals and Nominations.” According to the Company’s bylaws, a Shareholder’s nomination must contain at least the information described in this section as to each nominee.

Only persons who are nominated in accordance with the Company’s charter and bylaws shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors of the Company may be made at a meeting of Shareholders by or at the direction of the Board. Nominations can also be made by any person who was a Company Shareholder of record at the time of giving of notice of a proposed nomination as set forth in the Company’s bylaws, who is entitled to vote for the election of directors at the meeting, and who shall have complied with the notice procedures set forth in the bylaws. Nominations cannot be made from the floor of the Annual Meeting and must be made as set forth in the Company’s bylaws.

Subject to applicable law, the Company’s bylaws require that Shareholder nominations must be made as follows:

• The Shareholder’s notice of intent to nominate one or more directors must be received by the Company on a timely basis. Risk of untimely delivery, or of non-delivery, is on the proponent.

• In order to be timely with respect to annual meetings, the Shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Company not less than sixty nor more than ninety days prior to the first anniversary of the preceding year’s annual meeting. However, if the date of the annual meeting is changed by more than thirty days from such anniversary date, the Shareholder’s notice must be so received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made.

• In order to be timely with respect to special meetings at which one or more directors are to be elected, the Shareholder’s notice must be received by the Company not later than the close of business on the

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tenth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made.

• The Shareholder’s notice shall set forth as to each person whom the Shareholder proposes to nominate for election as a director at such meeting all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act.

• The notice must also include the name and address of the proponent and the number of shares held of record and/or beneficially.

• The notice must include each nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

• In addition, the nominating Shareholder shall be responsible for providing to the Company all of the information as to each nominee as is required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission, together with each such nominee’s signed consent to serve as a director of the Company if elected.

The bylaws provide that these requirements are to be provided to the Board of Directors and the Shareholders so that adequate disclosure can be made to the Shareholders concerning any nominee. For that reason, the specified information must be provided even if the Company is not at that time subject either to the Securities Exchange Act or to the rules and regulations of the Securities and Exchange Commission. Nominations that do not comply with the requirements of the bylaws shall be disregarded.

Although the Board of Directors will consider Shareholder nominations, the Board is not required to enlarge or change the size of the Board in order to nominate an otherwise fully qualified candidate proposed by a Shareholder or any individual Director. The Board believes that the procedures and standards outlined above and described in greater detail in its bylaws are sufficient to serve the Company’s needs in its marketplace. In any event, the requirements of the Company’s bylaws, as amended, must be satisfied in the shareholder nomination process. The bylaws are available for inspection and copying as set forth in the section “Shareholder Questions and Availability of Company Information” on page 3 of these materials. Our bylaws contain specific provisions regarding the requirements for making shareholder proposals and nominating director candidates.

The Company’s Board has not received, by a date not later than the 120th calendar day before the date of the Company’s proxy statement released to Shareholders in connection with its previous year’s Annual Meeting, a recommended nominee from a security holder that beneficially owned more than 5% of the Company’s voting common stock for at least one year as of the date the recommendation was made, or from a group of security holders that beneficially owned, in the aggregate, more than 5% of the Company’s voting common stock, with each of the securities used to calculate that ownership held for at least one year as of the date the recommendation was made.

The procedures to be followed by security holders in submitting recommendations for next year’s Annual Meeting are set forth in this document under the heading “Shareholder Proposals and Nominations for the 2007 Annual Meeting.” At present, there are no differences between the process for identifying and evaluating nominees for Director used by the Board of Directors in its nominating committee function, including nominees recommended by security holders, and the Board’s manner in evaluating nominees for Director based on whether the nominee is recommended by a Shareholder. The Company does not at the present time

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pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.

Measuring Board Member Independence

The Board assesses whether or not a director is “independent” as that term is used within the meaning of Rule 4200(a)(15) of the NASD. That rule contains a definition of independence under the listing standards of a national securities exchange registered pursuant to Section 6(a) of the Securities Exchange Act or a national securities association registered pursuant to Section 15A(a) of the Securities Exchange Act that has been approved by the United States Securities and Exchange Commission (the “SEC”) (as that definition may be modified or supplemented). In determining director independence, the Company has applied that definition consistently to all members of the Board of Directors and used the independence standards of the same national securities exchange or national securities association for purposes of nominating-committee disclosure under the requirements of the SEC’s rules and regulations including the audit-committee disclosure required under Item 7(d)(3)(iv) of the Securities Exchange Act’s Schedule 14A. (The SEC’s rules and regulations apply to the Company because its shares are registered under the Securities Exchange Act.)

Pursuant to NASD RULE 4200(a)(15), we have determined to be independent any person who, in our judgment, was not an officer or employee of the Company or its affiliates, and who did not have any other relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In accordance with the Rule, we have determined that the following persons will not be considered independent: a director who is employed by the Company or any of its affiliates for the current year or any of the past three years; a director who accepts any compensation from the Company or any of its affiliates in excess of $60,000 during the previous fiscal year, other than compensation for Board service, benefits under a tax-qualified retirement plan, or non-discretionary compensation; a director who is a member of the immediate family of an individual who is, or has been in any of the past three years, employed by the Company or any of its affiliates as an executive officer. Immediate family includes a person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who resides in such person’s home; a director who is a partner in, or a controlling shareholder or an executive officer of, any for-profit business organization to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities) that exceed 5% of the entity’s or business organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three years; or a director who is employed as an executive of another entity where any of the Company’s executives serve on that entity’s compensation committee.

Delivery of Proposals and Nominations

All proposals and nominations should be sent in such a manner that they are easily identified as important shareholder communications. They should be and labeled as follows:

Chairman of the Board
First McMinnville Corporation
200 East Main Street
McMinnville, Tennessee 37110
SHAREHOLDER COMMUNICATION ENCLOSED

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Risk of timely delivery of shareholder proposals or other business, and risk of compliance with applicable rules concerning such business, is and remains on the proponent. Because risk of non-delivery or untimely delivery remains with the Shareholder, we urge you to use caution in mailing any proposals to the Company.

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PLEASE EXECUTE THIS PROXY AND RETURN IT IMMEDIATELY.

PROXY

FIRST MCMINNVILLE CORPORATION
FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 11, 2006

THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

The undersigned holder of Common Stock, no par value per share (Common Stock) of FIRST MCMINNVILLE CORPORATION (the Company) hereby appoints Rufus W. Gonder, Robert W. Jones and J. Douglas Milner, each with full power to appoint his substitute, as proxy for the undersigned to attend, vote and act for and on behalf of the undersigned at the Annual Meeting of Shareholders of the Company to be held at the Board Room of First National Bank of McMinnville, 200 East Main Street, McMinnville, Tennessee 37110, on Tuesday, April 11, 2006 (the Meeting) at 2:30 p.m. (Local Time), and at any adjournments and postponements thereof, and hereby revokes any proxy previously given by the undersigned. The record date for the Annual Meeting is March 14, 2006.

The Common Stock represented by this proxy will be voted in accordance with any choice specified in this proxy. If no specification is made, the persons named below will vote such common stock for the election of the director named in this proxy and for the ratification of the specified auditors, and in the discretion of the proxy as to any other matter to properly come before the annual meeting. If this proxy is not dated, it shall be deemed to be dated on the date on which, this proxy was mailed by the Company.

1.	To elect as Director in Director Class I the Nominee listed below:
o	FORthe Nominee listed below	o	WITHHOLD AUTHORITYto vote for the Nominee listed below
	Class I    C. Levoy Knowles

2.	To ratify the appointment of Maggart & Associates, P.C., as independent auditors for the Company for the fiscal year ending December 31, 2006.
	o	FOR	o	AGAINST	o	ABSTAIN
3.	In their discretion, the Proxies are authorized to vote upon such other business as properly may come before the meeting.

The following rules apply to this proxy: When shares are held by joint tenants, both should sign. If you are signing as attorney, executor, administrator, trustee, or guardian, you must give your full title as such. If you are signing on behalf of a corporation or limited liability company, you must sign in full corporate name by the president, chief manager or other authorized officer. If you are signing on behalf of a partnership, you must sign in partnership name by an authorized person.

Date:	, 2006
		Signature
Date:	, 2006
		Signature, if held jointly

I plan to attend:o