FIRST BANKING CENTER, INC.
400 Milwaukee Avenue
Burlington, Wisconsin 53105
(414) 763-3581
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1999
To the Stockholders of First Banking Center, Inc.
Notice is hereby given that the Annual Meeting of Stockholders of First Banking
Center, Inc., Burlington, Wisconsin, pursuant to action of the Board of
Directors, will be held at the Banking House, 400 Milwaukee Avenue, Burlington,
Wisconsin, on the 20th day of April, 1999, at 1:30 P.M. for the purpose of
considering and voting upon the following matters:
I.) Proposal I, election of 11 directors as described in the accompanying
Proxy Statement.
II.) Proposal II, to amend the Corporation's Articles of Incorporation
to provide for the classification of Directors, as described in the
accompanying Proxy Statement.
III.) Proposal III, ratification of four proposed amendments of the 1994
Incentive Stock Plan, as described in the accompanying proxy
statement.
IV.) Such other business as may properly come before the meeting or any
adjournments thereof.
Only stockholders of record at the close of business on March 5, 1999 will be
entitled to notice of and to vote at the Annual Meeting of April 20, 1999, or
any adjournment(s) thereof.
John S. Smith
Secretary-Treasurer
Burlington, Wisconsin
March 19, 1999
YOU ARE REQUESTED TO PLEASE FILL IN, SIGN, DATE AND RETURN THE PROXY SUBMITTED
HEREWITH IN THE ENCLOSED ENVELOPE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR
RIGHT TO REVOKE SUCH PROXY OR TO VOTE IN PERSON SHOULD YOU LATER DECIDE TO
ATTEND THE MEETING.
FIRST BANKING CENTER, INC.
Burlington, Wisconsin
PROXY FOR ANNUAL MEETING
This Proxy is Solicited by the Board of Directors of First Banking Center, Inc.
For The Annual Meeting of Stockholders
April 20, 1999
The undersigned hereby constitutes and appoints Dr. Mary Jane Oestmann and John
Sorenson, and each of them, with full power to act alone and with power of
substitution, to be the true and lawful attorney and proxy of the undersigned to
vote at the Annual Meeting of Shareholders of First Banking Center, Inc. to be
held at the Banking House, 400 Milwaukee Avenue, Burlington, Wisconsin on April
20, 1999 at 1:30 P.M., or at any adjournment(s) thereof, the shares of stock
which the undersigned would be entitled to vote at that meeting and at any
adjournment(s) thereof, as indicated below. The undersigned hereby revokes any
proxy heretofore given and ratifies all that said attorneys and proxies or their
substitutes may do by virtue hereof.
I.) ELECTION OF DIRECTORS
The eleven persons listed below have been nominated for election as
directors as discussed in the Proxy Statement dated March 19, 1999
attached hereto:
Keith Blumer David Boilini Brantly Chappell
John M. Ernster Daniel T. Jacobson Thomas Laken Jr.
Richard McKinney Patrick Sebranek John S. Smith
Charles R. Wellington Melvin W. Wendt
( ) ELECT AS DIRECTORS THE ELEVEN NOMINEES LISTED ABOVE
( ) WITHHOLD AUTHORITY TO VOTE FOR THE ELEVEN NOMINEES LISTED ABOVE
( ) WITHHOLD AUTHORITY TO VOTE FOR INDIVIDUAL NOMINEES (TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, CHECK THIS BOX
AND DRAW A LINE THROUGH THAT NOMINEE'S NAME ABOVE)
II.) PROPOSAL TO AMEND THE CORPORATION'S ARTICLES OF INCORPORATION TO
PROVIDE FOR CLASSIFICATION OF BOARD OF DIRECTORS
( ) FOR ( ) AGAINST ( ) ABSTAIN
III.) AMENDMENTS OF THE 1994 INCENTIVE STOCK PLAN.
1. Proposed Amendment 1: Ratification of amendment of Section 7.2 of
the Plan, providing for annual grant to non-employee directors of
nonqualified stock options to purchase 500 shares of Common Stock
of the Corporation and to provide that options may be exercised
during a period of ten years from the date of grant.
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. Proposed Amendment 2: Ratification of amendment of Section 7.5 of
the Plan, providing that options may be exercised during a
ten-year period from the date of grant.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. Proposed Amendment 3: Ratification of amendment of Section 8 of
the Plan, providing that shares of Common Stock acquired upon
exercising an option may be sold at the later of two years from
the date of grant or one year from the date of exercise of an
option.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. Proposed Amendment 4: Ratification of amending the plan by adding
Section 17, providing for accelerated vesting and immediate
exercise of outstanding options in the event of a change in
control of the Corporation.
( ) FOR ( ) AGAINST ( ) ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ELEVEN PERSONS
LISTED ABOVE AND FOR THE RATIFICATION OF PROPOSALS II AND III.
If any additional matters are properly presented, the persons named in the proxy
will have the discretion to vote in accordance with their own judgment in such
matters. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY OF THE
CORPORATION OR BY SUBMITTING A LATER-DATED PROXY, OR BY ATTENDING THE ANNUAL
MEETING. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE
STOCKHOLDER, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED TO ELECT
THE 11 PERSONS LISTED ABOVE AND FOR ADOPTION OF PROPOSALS II AND III.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
the Proxy Statement both dated March 19, 1999 and enclosed herewith.
Dated _______________________, 1999
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Signature of Stockholder(s)
Number of shares ________________________
(Please sign your name exactly as it appears
on the Proxy. In signing as Executor,
Administrator, Personal Representative,
Guardian, Guardian, or Attorney, please add
your title as such. All joint owners should
sign).