FIRST PULASKI NATIONAL CORPORATION
PULASKI, TENNESSEE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE HOLDERS OF COMMON STOCK:
Notice is hereby given that pursuant to call of its Directors, the
regular annual meeting of the shareholders of First Pulaski National
Corporation of Pulaski, Tennessee, will be held in the Cox and Curry
Center of the First National Bank at 206 South First Street, Pulaski,
Tennessee on Thursday, April 30, 1998, at 1:00 P.M. CDT for the purpose
of considering and voting on the following matters:
(1) The election as Directors of the twenty-three (23) persons
named in the accompanying Proxy Statement dated April 8, 1998.
(2) The election of R. M. Harwell as an honorary director
pursuant to Article III (3) of the By-Laws of the Corporation.
(3) Ratification of the selection of the Certified Public
Accounting Firm of Putman and Hancock, Certified Public
Accountants, for professional services for the current year,
and
(4) Any other business that properly may be brought before the
meeting or any adjournment or adjournments thereof.
Only those shareholders of record at the close of business on March
23, 1998, shall be entitled to Notice of Meeting and to vote at the
annual meeting or any adjournment thereof.
By order of the Board of Directors
/s/ Robert M. Curry /s/ William R. Horne
Robert M. Curry William R. Horne
Chairman of the Board President
and Chief Executive Officer
FIRST PULASKI NATIONAL CORPORATION
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the First Pulaski
National Corporation (the "Corporation") to be voted at the annual
meeting of the shareholders of the Corporation or any adjournment or
adjournments thereof, to be held on April 30, 1998, at the time and place
and for the purposes set forth in the accompanying notice. A proxy may
be revoked by the shareholder at any time prior to its use by filing with
the Secretary of the Corporation a written revocation or duly executed
proxy bearing a later date. This proxy statement and the accompanying
form of proxy have been mailed on or about April 8, 1998, to holders of
the Corporation's common stock as of March 23, 1998.
The Corporation's principal executive office is located in the First
National Bank Building at 206 South First Street, Pulaski, Tennessee,
38478.
Proxies may be solicited by mail. All costs will be borne by the
Corporation. The Corporation does not anticipate paying any compensation
to any party other than its regular employees (and then only regular
salaries plus expenses) for the solicitation of proxies.
The shares represented by such proxies will be voted in accordance
with the choices specified therein. If no choice has been specified, the
shares will be voted for the election of the nominees named herein as
directors and for the ratification of the selection of Putman and
Hancock, Certified Public Accountants of Fayetteville, Tennessee, as the
Corporation's independent auditors for the current year. The Board of
Directors of the Corporation does not know of any other matters which
will be presented for action at the meeting, but the persons named in the
proxy (who are directors of the Corporation) intend to vote or act with
respect to any other proposal which may be properly presented for action,
according to their best judgment unless the proxy provides otherwise for
the withholding of discretionary authority.
As of March 23, 1998, the Corporation had outstanding 1,553,233
shares of its $1 par value common stock, held by 1,234 shareholders of
record. Holders of the common stock are entitled to one vote for each
share of common stock held on all matters to come before the meeting.
Only shareholders of record at the close of business on March 23, 1998
are entitled to vote at the meeting or any adjournment thereof.
The affirmative vote of a plurality of the votes cast is required
for the election of the nominees as directors, including the election of
R. M. Harwell as Honorary Director. The affirmative vote of a majority
of the shares represented at the meeting is required for ratification of
the selection of the independent auditors.
"Abstentions" and "Non Votes" are counted as "present" in
determining whether a quorum is present. A non vote occurs when a
nominee holding shares for a beneficial owner votes on one proposal but
does not vote on another proposal because the nominee does not have
discretionary voting power and has not received instructions from the
beneficial owner.
SECURITY OWNERSHIP OF CERTAIN
-----------------------------
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth information concerning (i) persons
who are the beneficial owners of more than 5% of the Corporation's common
stock (its only class of voting securities), (ii) the named executive
officers, and (iii) the beneficial ownership of the Corporation's common
stock by all directors and Executive Officers of the Corporation as a
group (25 persons). Information concerning beneficial ownership of the
Corporation's directors and nominees and executive officers of the
Corporation is set forth in the table under the section of this Proxy
Statement entitled "Election of Directors" (the "Directors' Table"). The
information shown below is as of March 23, 1998, and is based on the
Corporation's stock records or the ownership data filed with the Secu-
rities and Exchange Commission.
- --------------------------------------------------------------------------------
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT
CLASS OF BENEFICIAL OF BENEFICIAL OF CLASS
OWNER OWNERSHIP
- --------------------------------------------------------------------------------
Common stock First National Bank 79,271 (1) 5.10
of Pulaski, Tennessee
Profit Sharing Plan
P. O. Box 289
Pulaski, TN 38478
Common stock Robert M. Curry, 40,660 2.62
Chairman of the Board
and CEO
P. O. Box 289
Pulaski, TN 38478
Common stock William R. Horne 31,080 2.00
President
P. O. Box 289
Pulaski, TN 38478
Common stock All Directors and
Executive Officers
(25 persons) 433,736 27.92
(1) The First National Bank of Pulaski, Tennessee Profit Sharing Plan
owns 79,271 shares of common stock. First Farmers and Merchants National
Bank of Columbia, Tennessee acts as the Trustee for the Profit Sharing
Plan and in such capacity has the authority to vote these shares of
common stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Pursuant to rules promulgated under the Securities Exchange Act of
1934, as amended, the Company's directors, executive officers and any
person holding more than ten percent (10%) of the Common Stock are
required to report their ownership of the Common Stock and any changes in
that ownership to the SEC. These persons are also required by SEC
regulations to furnish the Company with copies of these reports. Specific
due dates for these reports have been established and the Company is
required to report any failure to file by these dates. Based solely on
a review of the reports furnished to the Company and written
representations from the Company's directors and executive officers, the
Company believes that all of these filing requirements were satisfied by
the Company's directors, executive officers and ten percent (10%) holders
during the 1997 fiscal year.
PROPOSAL NO. 1
--------------
ELECTION OF DIRECTORS
---------------------
The By-Laws of the Corporation currently state that the Board of
Directors shall consist of not less than five (5) nor more than thirty-
five (35) members.
The persons herein named will be elected to hold office until the
next annual meeting of shareholders and until their successors have been
elected and qualified. Unless otherwise directed, it is the intention of
the persons named in the proxy to vote the shares covered thereby for the
nominees designated by the Board of Directors as listed below.
The following table sets forth certain information concerning each
person nominated for election as a director. Management of the
Corporation believes that each of the individuals named below intends to
vote their shares of common stock in favor of election of the nominees
for director and ratification of the selection of Putman and Hancock,
Certified Public Accountants as the Corporation's auditors. Except as
otherwise indicated, management of the Corporation believes that each
such person holds sole voting and investment power with respect to the
number of shares of common stock indicated.
- -------------------------------------------------------------------------------
NOMINEES AGE SERVED SHARES OF % OF PRINCIPAL
AS COMMON STOCK CLASS OCCUPATION
DIRECTOR BENEFICIALLY OWNED OR EMPLOYMENT
SINCE OWNED AS FOR LAST FIVE
OF 3/23/98 (5) YEARS
- -------------------------------------------------------------------------------
David E. 44 4/22/93 4,450 (1)* 0.29 President,
Bagley Bagley & Bagley
Ins., Inc.
Johnny 62 10/19/81 20,630 (2)* 1.33 Owner, Davis &
Bevill Eslick Market
James K. 55 4/07/83 8,480 (3)* 0.55 Owner, Lairdland
Blackburn, IV Farm and Real Estate
Broker
Wade Boggs 34 4/20/95 3,750 (4) 0.24 Owner, Wash Master Car
Washes
James H. 51 4/05/84 5,252 (5)* 0.34 Real Estate Agent,
Butler Butler Realty
Thomas L. 66 10/19/81 23,565 (6)* 1.52 President, Cardin
Cardin Distributing Co., Inc.
Joyce F. 66 4/01/82 6,000 (7) 0.39 Retired Vice-
Chaffin President,First
National Bank
Parmenas 86 10/19/81 27,865 * 1.79 Retired Senior
Cox Chairman of the Board,
First National Bank
Robert M. 48 10/19/81 40,660 (8)* 2.62 Chairman of the
Curry Board & CEO,
First National Bank
Gregory G. 48 4/22/93 5,080 (9) 0.33 Dentist
Dugger
Joe 74 10/19/81 11,160 (10) 0.72 Farmer, Dunavant &
Dunavant Dunavant
Charles D. 43 4/22/93 15,350 (11) 0.99 Physician
Haney
W. Gary 47 4/02/87 23,275 (12)* 1.50 Vice-President,
Harrison First National Bank
Morris Ed 67 4/07/83 13,840 (13)* 0.89 President,
Harwell Harwell Enterprises,
Inc.
James Rand 61 4/07/83 11,600 (14) 0.75 Owner,
Hayes Hayes Properties
- --------------------------------------------------------------------------------------
NOMINEES AGE SERVED SHARES OF % OF PRINCIPAL
AS COMMON STOCK CLASS OCCUPATION
DIRECTOR BENEFICIALLY OWNED OR EMPLOYMENT
SINCE OWNED AS FOR LAST FIVE
OF 3/23/98 (5) YEARS
- --------------------------------------------------------------------------------------
William R. 50 10/19/81 31,080 (15)* 2.00 President,
Horne First National Bank
Glen Lamar 51 10/19/81 28,670 (16)* 1.85 Senior Vice-President
& Cashier,
First National Bank
D. Clayton 73 10/19/81 52,000 (17) 3.35 Retired, Attorney at
Lee Law
Kenneth R. 68 10/19/81 12,340 (18) 0.79 Retired, Plant
Lowry Superintendent,
Genesco, Inc.,
Pulaski, TN
Beatrice 10/19/81 17,205 (19) 1.11 Real Estate
McElroy Investments
William A. 65 4/04/91 500 (20) 0.03 Owner, McNairy's
McNairy Flowerama & Gifts,
Farmer
W. Harwell 63 10/19/81 37,684 (21)* 2.43 Physician
Murrey
Bill Yancey 53 4/04/91 4,250 (22)* 0.27 Farmer
(1) Shares held by Ameritrade, Inc. for benefit of David Bagley.
(2) Includes 10,315 shares held by wife.
(3) Includes 1,730 shares held by wife.
(4) Includes 1,665 shares held by wife and 420 shares held with father.
(5) Includes 4,802 shares held jointly with wife and 450 shares held jointly with
three children.
(6) Includes 10,865 shares held by Ameritrade, Inc. for benefit of Thomas L. Cardin
IRA, 2,500 shares held by James Clarence Cardin Testamentary Trust, and 2,345
shares held by wife.
(7) Includes 2,625 shares held by husband.
(8) Includes 7,780 shares held jointly with wife, 6,180 shares held jointly with two
brothers as equal partners, and 630 shares held jointly with wife as Trustee for
four children.
(9) Includes 100 shares held jointly with wife as Trustee for child and 1,665 shares
held by Ameritrade, Inc. for benefit of Gregory G. Dugger IRA.
(10) Includes 2,590 shares held jointly with wife.
(11) Includes 4,740 shares held jointly with wife, 300 shares held jointly with wife
as Trustee for three children, and 10,310 shares held in trust for employees of
Physicians and Surgeons, Inc.
(12) Includes 90 shares held by wife as Trustee for child, and 22,935 shares held
jointly with wife.
(13) Includes 100 shares held by wife and 1,000 shares held by Ameritrade for benefit
of Morris Ed Harwell.
(14) Includes 10,850 shares held jointly with wife.
(15) Includes 5,260 shares held jointly with wife.
(16) Includes 23,740 shares held jointly with wife and 640 shares held as custodian for
child.
(17) Includes 28,090 shares held by wife.
(18) Includes 6,040 shares held jointly with wife.
(19) Includes 540 shares held by husband, 1,059 shares held jointly with husband,
11,906 shares held jointly with two children and 2,640 shares held as trustee for
two children.
(20) Held jointly with wife.
(21) Includes 17,475 shares held by wife and 10,310 shares held in trust for employees
of Physicians & Surgeons, Inc.
(22) Held jointly with wife.
* Serves on the Board of Directors of First National Bank of Pulaski, Tennessee.
The By-Laws of the Corporation restrict nomination of persons to
serve as directors as follows:
Any stockholder who intends to nominate or cause to be nominated any
candidate for election to the Board of Directors, other than those made
by or at the direction of the Board of Directors, shall make such
intention known by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the
Corporation within the time periods set forth in Rule 14a-8(a)(3) enacted
pursuant to the Securities Exchange Act of 1934, as amended. Such
stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a
Director, (i) the name, age, business and residence address of such
person, (ii) the principal occupation or employment of such person, (iii)
the class and number of shares of the Corporation which are beneficially
owned by such person and (iv) any other 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 of 1934, as amended
(including without limitation such persons' written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the stockholder giving the notice (i) the name
and address, as they appear on the Corporation's books, of such
stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. Any nominations for
directors not in accordance with this requirement may be disregarded by
the Chairman of the meeting, and upon instruction by the Chairman, votes
cast for each such nominee shall be disregarded.
Unless directed otherwise by the shareholders, the enclosed proxy
will be voted for the election of the nominees for Directors listed.
Management of the Corporation has no reason to believe at this time that
the persons so nominated will be unable or will decline to serve if
elected. As set forth in the By-Laws of the Corporation, the President
is authorized to vote shares held by the Corporation in other
corporations and in said capacity the President of the Corporation will
elect the Board of Directors of First National Bank, the Corporation's
wholly owned subsidiary.
PROPOSAL NO. 2
--------------
ELECTION OF HONORARY DIRECTOR
-----------------------------
A resolution will be offered at the Annual Meeting to elect R. M.
Harwell as an Honorary Director pursuant to Article III (3) of the By-
Laws of the Corporation. Mr. Harwell has served on the Board of
Directors since the inception of First Pulaski National Corporation on
October 19, 1981. As an Honorary Director, Mr. Harwell will act in an
advisory capacity only, without the power of final decision or the power
to vote in matters concerning the business of the Corporation.
DESCRIPTION OF THE BOARD & COMMITTEES
-------------------------------------
The Corporation does not have a standing audit, nominating or
compensation committee. Because the Corporation is a one-bank holding
company, decisions regarding audit, nomination of executive officers and
the compensation of executive officers are made by the Audit or
Compensation and Nominations Committees of the Board of Directors of
First National Bank of Pulaski, as appropriate, subject to the approval
of the Board of Directors of the Bank and of the Board of Directors of
the Corporation as a whole. The Board of Directors of the Corporation
holds regular meetings every quarter and special meetings as called.
During the fiscal year ended December 31, 1997 the Board of Directors
held five (5) regular meetings as well as an organizational meeting held
after the annual shareholders meeting. The Board of Directors has three
(3) standing committees, (1) one which administers the First Pulaski
National Corporation 1997 Stock Option Plan, (2) one which administers
the First Pulaski National Corporation 1994 Employee Stock Purchase Plan,
and (3) one which administers the First Pulaski National Corporation 1994
Stock Option Plan for Outside Directors. Of the six meetings of the
Board of Directors held during 1997, Tommy Cardin missed four, R. M.
Harwell missed three, and Joe Dunavant, D. Clayton Lee and W. H. Murrey
each missed two. No other incumbent director attended fewer than 75% of
the total number of meetings of the Board of Directors. All of the
Directors who serve on the Board of Directors of the Corporation's
subsidiary, First National Bank of Pulaski, also serve on the
Corporation's Board of Directors.
EXECUTIVE COMPENSATION
----------------------
The following table summarizes the compensation paid or accrued by
the Corporation during the fiscal years 1997, 1996 and 1995 for (i) the
Chief Executive Officer of the Corporation and (ii) the President of the
Corporation (collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND FISCAL ------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1)
- --------------------------------------------------------------------------
Robert M. Curry 1997 $108,957 $ 8,350 $ 19,049
Chief Executive 1996 $105,786 $ 6,904 $ 18,307
Officer of the 1995 $102,708 $ 0 $ 16,749
Corporation
William R. Horne 1997 $108,957 $ 8,350 $ 19,362
President of the 1996 $105,786 $ 6,927 $ 18,278
Corporation 1995 $102,708 $ 0 $ 16,755
(1) Represents (i) Corporation contributions to a defined contribution plan in the
amount of $17,203, $16,597 and $15,110 for Mr. Curry in fiscal 1997, 1996 and 1995,
respectively, and $17,345, $16,683 and $15,181 for Mr. Horne in fiscal 1997, 1996 and
1995, respectively; (ii) premiums paid by the Corporation with respect to life insurance
policies on the life of the Named Executive Officers payable to beneficiaries designated
by the Named Executive Officers of $1,452, $1,431 and $1,410 in fiscal 1997, 1996 and
1995, respectively, for Mr. Curry and $2,017, $1,595 and $1,574 in fiscal 1997, 1996 and
1995, respectively, for Mr. Horne; and (iii) interest paid by the Bank (for which the
Named Executive Officers serve as Executive Officers) on loans to the Named Executive
Officers arranged by the Bank, the proceeds of which were used to purchase Common Stock
of the Corporation, in the amount of $394, $279 and $229 in fiscal 1997, 1996 and 1995,
respectively for Mr. Curry.
BOARD COMPENSATION COMMITTEE
----------------------------
The Corporation does not have a compensation committee. Because the
President and the Chairman and Chief Executive Officer of the Corporation
are also employees of the subsidiary, First National Bank of Pulaski,
matters of executive compensation, including bonuses, are determined by
the Compensation and Nominations Committee of the Board of Directors of
the Bank, subject to the approval of the Board of Directors of the Bank
and of the Board of Directors of the Corporation. The Compensation and
Nominations Committee of the Bank routinely reviews compensation surveys
conducted by Sheshunoff Information Services and by other providers of
peer group data. Decisions regarding the compensation of the Bank's
executive officers are made in view of these sources of information, with
the intention to compensate the Corporation's executives, including the
Chief Executive Officer, in an amount that is comparable to other
financial institutions of similar size that are located in similar
markets. In making compensation decisions, the Committee will also
consider the financial performance of the Corporation.
The Board of Directors of First Pulaski National Corporation
COMPENSATION COMMITTEE INTERLOCKS
---------------------------------
AND INSIDER PARTICIPATION
-------------------------
During fiscal 1997, the Compensation and Nominations Committee of
the Bank was comprised of Messrs. Bevill, Cardin and Murrey. None of
these persons has at any time been an officer or employee of the
Corporation or its subsidiary. In addition, there are no relationships
among the Corporation's executive officers, members of the Compensation
and Nominations Committee of the Bank or entities whose executives serve
on the Board of Directors or the Compensation and Nominations Committee
of the Bank that require disclosure under applicable SEC regulations.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
-----------------------------------------------
Set forth below is a graph comparing the annual change in the
cumulative total shareholder return on the Corporation's common stock
against the cumulative total return of the NASDAQ Index and The Carson
Medlin Company's Independent Bank Index for the period of five years
beginning December 31, 1992 and ending December 31, 1997.
The cumulative total return reflected in the graph assumes that the
value of the investment in the Corporation's common stock and each index
was $100 on December 31, 1992 and that all dividends were reinvested. The
actual cumulative total return values are shown below.
VALUE OF $100 INVESTED ON DECEMBER 31, 1992 AT:
(A line graph displaying the contents of the table below will be included in
the proxy statement which is mailed to our stockholders).
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
First Pulaski National Corporation 100 134 140 158 181 209
Independent Bank Index 100 125 153 208 248 358
NASDAQ Index 100 115 112 159 195 240
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Some of the Corporation's officers and directors are at present, as
in the past, customers of the Bank, and some of the Corporation's
officers and directors are directors and officers of corporations or
members of partnerships that are customers of the Bank. As such
customers, they had transactions in the ordinary course of business in
1997 with the Bank, including borrowings, all of which were on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other
persons and did not involve more than normal risk of collectability or
present any other unfavorable features.
Director Stephen F. Speer and other members of the law firm of
Henry, Henry & Speer, P.C. rendered legal services to the Corporation and
its subsidiaries during the year 1997 and received aggregate compensation
of just over $34,000.
DIRECTOR COMPENSATION
---------------------
The directors of the Corporation are compensated at the rate of
$300.00, for each Directors meeting attended. Those directors of the
Corporation who serve on the Board of Directors of the First National
Bank of Pulaski, Tennessee also serve on the Executive and Loan Committee
for the Bank and are compensated at the rate of $300.00 per directors
meeting and Executive and Loan Committee meeting. Additionally,
directors who serve on the Audit Committee of First National Bank of
Pulaski receive $150.00 per meeting. All other directors who serve on
other committees for the Bank receive $100.00 per meeting. Inside
directors (Bank employees) only receive director fees for regular Board
of Director meetings and Executive and Loan Committee meetings.
PROPOSAL NO. 3
--------------
RATIFICATION OF SELECTION OF AUDITORS
-------------------------------------
The Corporation has appointed, subject to the ratification of the
shareholders, the firm of Putman and Hancock, Certified Public
Accountants, of Fayetteville, Tennessee, as the independent audit firm of
the Corporation for the year ending December 31, 1998. James M. Putman
and his associates, have been the Corporation's auditors since 1981 and
the Board of Directors considers the firm of Putman and Hancock to be
well qualified. A representative of Putman and Hancock is expected to
attend the shareholder's meeting and to have the opportunity to make a
statement and/or respond to appropriate questions from shareholders.
Putman and Hancock in 1997 provided the following audit services:
examination of financial statements of the Corporation, its subsidiaries
and related entities, including those in the Annual Report to Sharehold-
ers and in reports filed with the Securities and Exchange Commission and
others and limited reviews of the Corporation's interim financial state-
ments.
The management of the Corporation recommends a vote FOR ratification
of the selection of Putman and Hancock, Certified Public Accountants, as
the Corporation's independent audit firm. Proxies solicited by
management will be so voted unless shareholders specify a contrary choice
in their proxies.
SHAREHOLDERS' PROPOSALS
-----------------------
In order for any proposals by shareholders to be included in the
1998 proxy materials and to be considered at the 1999 annual meeting, all
such proposals intended for presentation at the 1999 annual meeting must
be mailed to Glen Lamar, Corporate Secretary, First Pulaski National
Corporation, 206 South First Street, Pulaski, Tennessee 38478, and must
be received no later than November 25, 1998.
ANNUAL REPORT AND FORM 10-K
---------------------------
The annual report of the Corporation to its shareholders for the
calendar year 1997 is being delivered with this proxy statement.
Copies of the Corporation's Annual Report to the Securities and
Exchange Commission (Form 10-K) will be mailed to Shareholders without
charge, upon written request made to: Glen Lamar, First Pulaski National
Corporation, 206 South First Street, Pulaski, Tennessee, 38478.
By the order of the Board of Directors
This the 8th day of April, 1998.
/s/ Robert M. Curry /s/ William R. Horne
- ----------------------- ------------------------
Robert M. Curry William R. Horne
Chairman of the Board & CEO President
FIRST PULASKI NATIONAL CORPORATION
PULASKI, TENNESSEE
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON APRIL 30, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION
PLEASE SIGN AND RETURN
----------------------
Know all men by these presents that I, the undersigned shareholder
of the First Pulaski National Corporation, do hereby nominate, constitute
and appoint Joe W. Henry, Jr. and D. Clayton Lee, or any one of them
(with full power to act alone), my true and lawful attorney(s) with full
power of substitution for me and in my name, place and stead to vote all
the Common Stock of said Corporation standing in my name on its books on
March 23, 1998, at the annual meeting of its shareholders to be held at
the First National Bank Building, 206 South First Street, Pulaski,
Tennessee 38478, on Thursday, April 30, 1998, at 1:00 P.M., CDT or any
adjournment or adjournments thereof, with all power the undersigned would
possess if personally present as follows:
(1) Election as Directors of the twenty-three (23) persons listed
below:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
all nominees listed except as all nominees listed
marked to the contrary below. No below
mark through will be indicated as
a vote for the named individual.
---
David E. Bagley Robert M. Curry Glen Lamar
Johnny Bevill Gregory G. Dugger D. Clayton Lee
James K. Blackburn, IV Joe Dunavant Kenneth R. Lowry
Wade Boggs Charles D. Haney Beatrice J. McElroy
James H. Butler W. Gary Harrison William A. McNairy
Thomas L. Cardin Morris Ed Harwell W. Harwell Murrey
Joyce F. Chaffin James Rand Hayes Bill Yancey
Parmenas Cox William R. Horne
IF YOU DESIRE TO VOTE AGAINST ANY ONE OR ALL OF THE INDIVIDUALS LISTED
ABOVE, SIMPLY STRIKE THROUGH HIS OR HER NAME.
(2) Election of R. M. Harwell as Honorary Director, pursuant to
Article III (3) of the By-Laws of the Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Ratification of the selection of Putman and Hancock, Certified
Public Accountants, for professional services for the current year:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) Whatever other business may be brought before the meeting or
any adjournment or adjournments thereof. Management at present knows of
no other business to be presented at the meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION LISTED
ABOVE UNLESS "AGAINST" OR "ABSTAIN" IS INDICATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATION OF MANAGEMENT UNLESS OTHERWISE INDICATED BELOW.
TO WITHHOLD DISCRETIONARY AUTHORITY TO VOTE ON OTHER MATTERS AT
ANNUAL MEETING. CHECK BLOCK. [ ]
The management recommends a vote of "FOR" each of the listed
propositions. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE CORPORATION AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
IN WITNESS WHEREOF, I have hereunto set my hand this the _____ day
of ________________________, 1998.
Number of shares:________
_______________________________________
_______________________________________
Signature of Shareholder(s), including
title when signing as attorney, executor
administrator, trustee, guardian or corporate
officer. All co-owners must sign.