SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRST COMMUNITY BANCSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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FIRST COMMUNITY BANCSHARES, INC.
210 East Harriman
Bargersville, IN 46106
(317) 422-5171
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 20, 1998
The Annual Meeting of Shareholders of FIRST COMMUNITY BANCSHARES, INC., (the
"Company"), will be held at the Jonathan Byrd's Cafeteria, Greenwood, Indiana,
on May 20, 1998, at 10:00 a.m., local time, for the following purposes:
1. To elect two directors to serve three year terms expiring in 2001 or
until a successor is elected and qualified.
2. To approve 1992 Stock Option Plan Interpretation re Director Options.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on March 18, 1998 will be
entitled to vote at the meeting.
By Order of the Board of Directors
/s/ Albert R. Jackson, III
---------------------------------
Albert R. Jackson, III, Secretary
Bargersville, Indiana
April 22,1998
YOUR VOTE IS IMPORTANT! PLEASE MAIL YOUR PROXY PROMPTLY
************************************************
IN ORDER THAT THERE MAY BE PROPER REPRESENTATION AT THE MEETING, YOU ARE URGED
TO SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
No postage required if mailed in the United States.
PROXY STATEMENT
GENERAL
The accompanying proxy is solicited by the Board of Directors of First
Community Bancshares, Inc., an Indiana corporation (the "Company"), for use at
the Annual Meeting of Shareholders to be held on May 20, 1998, at 10:00 a.m.,
local time, or at any adjournment thereof. The meeting will be held at
Jonathan Byrd's Cafeteria, Greenwood, Indiana. At the meeting, only
shareholders of record at the close of business on March 18, 1998 will be
entitled to vote. On that date, the Company's outstanding capital stock
consisted of 989,848 shares of Common Stock.
The Company is a one bank holding company which owns First Community
Bank and Trust ("First Community").
This Proxy Statement and form of proxy are first being mailed or given
to shareholders on or about April 22, 1998, together with the Company's 1997
Annual Report to Shareholders and the Form 10-K for the fiscal year ended
December 31, 1997.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common
Stock held on all matters presented at the meeting.
The cost of solicitation of proxies will be borne by the Company. The
Company may also reimburse brokerage houses and other custodians, nominees and
fiduciaries for their expenses incurred in forwarding solicitation materials
to the beneficial owners of shares held of record by such persons. It is
contemplated that proxies will be solicited principally through the mail, but
directors, officers and regular employees of the Company may, without
additional compensation, solicit proxies personally or by telephone, telegraph
or special letter.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to Albert R.
Jackson, III, Secretary of the Company, a written notice of revocation or a
duly executed proxy bearing a later date, or by attending the meeting and
voting in person.
QUORUM
The required quorum for the transaction of business at the Annual
Meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock issued and outstanding on the Record Date. Shares that are voted
"FOR," "AGAINST" or "WITHHELD FROM" a matter are treated as being present at
the meeting for purposes of establishing a quorum and are also treated as
shares entitled to vote at the Annual Meeting with respect to such matter.
SHARES HELD IN TRUST
The Trust department of First Community held 62,729 shares of the
Company's common stock in regular, nominee and street name accounts on March
18, 1998 constituting 6.34% of the Company's outstanding shares. Where
authorized by law or the governing instrument, those shares will be voted FOR
the election of Director(s) and the proposals set forth herein.
2
PERSONS MAKING THE SOLICITATION
This proxy solicitation is made by the Company. All costs associated
with this solicitation will be borne by the Company.
STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the
Company's Common Stock beneficially owned as of March 18, 1998 by (i) each
person known by the Company to own beneficially more than 5% of the Company's
Common Stock; (ii) each director or director nominee of the Company; (iii)
each of the executive officers of the Company named in the Summary
Compensation Table and (iv) all directors and executive officers of the
Company as a group:
3
SHARES BENEFICIALLY OWNED
NAME AND ADDRESS NUMBER PERCENT
---------------- ------ -------
Albert R. Jackson, III 18,169(1) 1.82%
5675 N County Rd. 200 W
North Vernon, Indiana 47265
Albert R. Jackson, Jr. 7,087(2) .72%
5745 N County Rd. 200W
North Vernon, In 47265
Eugene W. Morris 23,059(3) 2.29%
5471 West CR 350 N.
Bargersville, Indiana 46106
Merrill M. Wesemann, M.D. 89,171(4) 8.86%
251 E Jefferson Street
Franklin, Indiana 46131
Roy Martin Umbarger 22,919(5) 2.31%
5180 W Road 300N
Bargersville, Indiana 46106
Frank D. Neese 58,378(6) 5.89%
320 North Meridian Street
Indianapolis, Indiana 46204
All Officers, Nominees and
Directors as a group (6 persons) 216,421 20.99%
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(1) Includes 2,362 shares which Mr. Jackson owns as a joint-tenant with his
father, brother and sister as to which he disclaims voting and
dispositive power and currently exercisable options for 5,000 shares
granted under the 1996 stock option plan. Mr. Jackson, III is the son of
Mr. Jackson, Jr.
(2) Includes 2,362 shares held jointly with two sons and a daughter, 525
shares owned by Mr. Jackson's spouse, and currently exercisable options
for 1,050 shares granted under the 1996 stock option plan. Mr. Jackson
Jr. is the father of Mr. Jackson, III.
(3) The shares shown for Mr. Morris, individually, include currently
exercisable options for 15,420 shares granted under the 1992 stock option
plan and currently exercisable options for 1,050 shares granted under the
1996 stock option plan.
(4) The shares shown include 8,087 owned by Dr. Wesemann's spouse, currently
exercisable options for 15,420 shares granted under the 1992 stock option
plan, and currently exercisable options for 1,050 shares granted under
the 1996 stock option plan.
(5) The shares shown include 1,365 owned by Mr. Umbarger's spouse, 721 shares
owned as a joint-tenant with a minor son, 656 shares owned by his minor
son and 32 shares owned by his spouse jointly with her daughter, and
currently exercisable options for 1,050 shares granted under the 1996
stock option plan.
(6) The shares shown for Mr. Neese, individually, include currently
exercisable options for 1,050 shares granted under the 1996 stock option
plan.
4
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and beneficial
owners of more than 10% of the Company's Common Stock to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity
securities of the Company.
Based solely on its review of the copies of such reports received by
it, or written representations from reporting persons, the Company believes
that during the year ended December 31, 1997, its officers, directors and
holders of more than 10% of the Company's Common Stock complied with all
Section 16(a) filing requirements except that Albert R. Jackson Jr. filed one
late Form 3, and 2 late Form 4's and Albert R. Jackson III filed one late Form
4, and Merrill M. Wesemann M.D. filed one late Form 4, and Frank D. Neese
filed one late Form 4.
ELECTION OF DIRECTORS
The following persons have been nominated as a director of the Company
for three year terms expiring at the annual meeting to be held in 2001. The
proxy holders named in the accompanying proxy intend, unless authorization to
do so is withheld, to vote FOR the election of such persons. The proxy holders
have also advised that, in the event any nominee is unavailable for election,
which is not currently anticipated, they may vote in accordance with their
judgment for the election of substitute nominees designated by the Board.
To be elected as a director, each nominee must receive the favorable
vote of a plurality of the shares represented and entitled to be voted at the
Annual Meeting. Abstentions and broker non-votes are counted for purposes of
determining whether a quorum is present but are not considered in tabulating
the vote of the shareholders. The persons named in the enclosed form of
Proxy, unless otherwise directed therein, intend to vote such Proxy FOR the
election of the nominees named below as director for the specified term. If
the nominees become unavailable for any reason, the persons named in the form
of Proxy are expected to consult with management of the Company in voting the
shares represented by them. Management has no reason to doubt the
availability of the nominees to serve and no reason to believe that the
nominees will be unavailable or unwilling to serve if elected to office. To
the best of management's knowledge, the nominees intend to serve the term for
which election is sought. Cumulative voting is not permitted by the Articles
of Incorporation of the Company.
The Board of Directors recommends that the shareholders vote "FOR" the
election of Albert R. Jackson, Jr. and Eugene Morris as directors of the
Company.
5
The following table sets forth information concerning the nominees for
director.
DIRECTOR TERM TO
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRE
---- --- -------------------- ----- ------
Albert R. Jackson, Jr. 63 Retired Bank President 1997 2001
Eugene Morris 72 President of Farmers - 1991 2001
Mutual Fire Insurance
NOMINATED DIRECTORS
Albert R. Jackson, Jr. was the President of First National Bank of
North Vernon, Indiana from 1971 to 1989 and a Senior Executive Vice President
of The Seymour National Bank of Seymour, Indiana from 1989 to his retirement
in 1994. Mr. Jackson was appointed as a director in May 1997 and is the father
of Albert R. Jackson, III.
Eugene W. Morris was a director of Bargersville Federal Savings Bank
("Bargersville") from October 1974, and was Vice Chairman of the Board of
Directors from January 1988 until Bargersville was acquired by the Company.
Mr. Morris is currently President of the Company and has been a board member
since August 1991. Mr. Morris is also on the Board of Directors of First
Community. Mr. Morris is currently self-employed as a farmer and also serves
as President of Farmers-Mutual Fire Insurance Company of Johnson and Shelby
Counties, a mutual casualty and property insurance company. Mr. Morris
current term as a Director of the Company expires at the 1998 Annual Meeting.
Eugene W. Morris is the father-in-law of Roy Martin Umbarger.
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Continuing Directors whose terms are not expiring are:
DIRECTOR TERM TO
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRE
---- --- -------------------- ----- ------
Merrill M. Wesemann, M.D. 63 Chairman of Board 1991 2000
Medical Doctor
Albert R. Jackson, III 37 President & CEO First 1997 2000
Community Bank & Trust
Frank Neese 59 Investment Banker 1996 1999
Roy Martin Umbarger 51 President, Umbarger & 1996 1999
Sons, Inc.
CONTINUING DIRECTORS
Roy Martin Umbarger has been the President and co-owner of Roy
Umbarger & Sons, Inc., a feed mill, grain elevator and fertilizer distributor
located in Bargersville, Indiana, since 1986. Mr. Umbarger received a degree
in Business Marketing from the University of Evansville and is a lifetime
resident of Johnson County. Mr. Umbarger's current term as a Director of the
Company expires at the 1999 Annual Meeting. Roy Martin Umbarger is the
son-in-law of Eugene W. Morris.
Frank Neese is President of First Indiana Securities, LLC an
investment banking firm since January 1, 1998. Mr. Neese served as Senior
Vice President of Traub and Company a registered broker-dealer from 1979 until
December 31, 1997. Mr. Neese has served as a financial advisor to First
Community since 1991. Mr. Neese's current term as a Director of the Company
expires at the 1999 Annual Meeting. Mr. Neese is secretary and a director of
First Community. Mr. Neese also serves as President of the Pines of
Deerfield, a real estate development company.
Merrill M. Wesemann, M.D. was a Director of Bargersville from January
1979 until completion of the acquisition of Bargersville by the Company. Dr.
Wesemann is on the Board of Directors of First Community and has been a
Director of the Company since August 1991. Dr. Wesemann has practiced
medicine since 1961 and is a past Treasurer of the Indiana State Medical
Association. Dr. Wesemann's current term as a Director of the Company expires
at the 2000 Annual Meeting.
Albert R. Jackson III has been CEO and CFO for both First Community
and the Company since 1996 and President of First Community since 1994. He is
also on the Board of Directors of First Community. Before that he was senior
vice president of National City Bank. Mr. Jackson has also served as senior
vice president and cashier of the Seymour National Bank & Trust Company and as
vice president for First National Bank of North Vernon, Indiana and as
treasurer and chief financial officer of that bank's holding company, North
Vernon 1st Financial Corporation. Mr. Jackson's current term as
7
a Director of the Company expires at the 2000 Annual Meeting. He is the son of
Albert R. Jackson, Jr.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
For the calendar year 1997, the Board of Directors of the Company met
four (4) times and all Directors attended all of the meetings.
The Board of Directors of the Company has the authority to appoint
various committees, but it currently has no standing committees.
PROPOSAL TO APPROVE 1992 STOCK OPTION PLAN INTERPRETATION RE DIRECTOR OPTIONS:
Section 11 of the Company's 1992 Stock Option Plan (the "1992 Plan")
provides that if a person holding options, "cease[s] to be employed by [the
Corporation] or cease[s] to be a member of the Board, as the case may be, for
any reason (other than death or retirement)", his vested options will expire
to the extent not exercised within ninety (90) days after termination of
employment or membership on the Board.
Section 10 of the 1992 Plan provides that in the event of the
retirement of an optinee "from the employ" of the Company under any retirement
plan maintained by the Company or for any other reason specifically approved
in advance by the committee, the unexpired options held by the optinee shall
continue to be exercisable for a period of two years after the retirement or
upon the normal expiration of the options, whichever is earlier.
Walter Umbarger served on the Board of Directors until his retirement
on May 21, 1997, the date of the 1997 Annual Meeting of Shareholders, for
which he had declined to stand for re-election. Mr. Umbarger was not an
employee of the Company. At the time of his retirement from the Board, he held
options issued under the 1992 Plan to purchase 15,420 shares of common stock
at an exercise price of $5.54 per share. The question has arisen as to the
termination date of the options held by Mr. Umbarger. Pursuant to Section 14
of the 1992 Plan, the Board, which administers the 1992 Plan and has the
authority to interpret its language as it deems necessary and appropriate, has
determined that Section 10 applies to Directors of the Company such as Mr.
Umbarger as well as to employees and that Mr. Umbarger's options expire on May
20, 1999, two years after he retired from the Board of Directors.
In arriving at its decision the Board considered the fact that Mr.
Umbarger was 74 years old at the time he left the Board, that he had served on
the Board of the Company and its predecesser for 38 years including the period
during which the holding Company was formed.
While not required to do so by the 1992 plan, the Board's interpretation
was made subject to the approval by the shareholders at this meeting since it
involved Director options rights. The Board recommends that the shareholders
approve its interpretation of the 1992 Plan.
8
OTHER INFORMATION
See also "Stock Ownership of Certain Beneficial Owners and
Management."
DIRECTOR COMPENSATION
A. Cash Compensation. A Director of the Company is not compensated
for service as a member of the Board of Directors or any committee of the
Board. However, all Directors of the Company are also Directors of First
Community, and for the fiscal year ended December 31, 1997. Cash compensation
for non-employee Directors of First Community was $1,000 per month. The
Chairman's compensation was $1,150 per month for 1997. First Community
provides each of First Community's Directors with Directors' and Officers'
liability insurance.
Directors are also reimbursed for reasonable expenses incurred in
attending Board and committee meetings.
B. Options. The 1992 Stock Option Plan (the "1992 Plan") was adopted
by the Board of Directors on January 1, 1992 and amended and restated by the
Board on February 15, 1993 and May 15, 1995. The shareholders approved an
amendment to the 1992 Plan on May 15, 1996. All of the 66,771 shares
allocated for issuance pursuant to the Plan have been granted. 20,510 shares
were exercised in 1996 and 15,420 shares expired in 1997. The Plan is designed
to promote the interests of the Company by providing an increased opportunity
for directors to acquire an investment in the Company, thereby maintaining and
strengthening their desire to remain with the Company's Board of Directors and
align their interests and efforts with those of the shareholders.
The Company has granted options to purchase 15,420 shares of Common
Stock each to Dr. Wesemann and Eugene Morris with exercise prices of $5.54 per
share. All options vested at the time of grant and expire ten years after the
date of grant or ninety (90) days after the date the optionee terminates his
performance of services for the Company, if earlier.
The number of shares available under the 1992 Plan and the amount and
exercise price of options granted are subject to adjustment in the event of a
combination, merger, reorganization, stock split, stock dividend or similar
event affecting the Common Stock. If any options under the 1992 Plan are
surrendered before exercise or lapse without exercise, in whole or in part,
the shares reserved for grant will revert to the status of available shares.
The 1992 Plan shall terminate ten years from the date of its adoption and no
further options shall thereafter be granted thereunder.
9
Options granted to non-employee directors under the 1992 Plan are not
intended to constitute "incentive stock options" within the meaning of Section
422A of the Internal Revenue Code. Optionees generally will not be subject to
federal income taxation at the time the options are granted. Taxable income
will be recognized by optionees upon the exercise of an option in the amount
of the difference between the exercise price paid and the market value of the
shares received at the time of exercise or the date restrictions on the sale
of such shares lapse. An optionee's basis in the shares received upon the
exercise of an option is equal to exercise price paid, plus any income
recognized. The Company will be entitled to a tax deduction equal to the
amount of income recognized by the optionees.
On May 15, 1996, the shareholders approved the creation of the 1996
Stock Option Plan (the "1996 Plan") for the issuance of 105,000 shares of
Common Stock. The 1996 Plan provides, among other items, that nonstatutory
options may be automatically granted to outside directors on a yearly basis in
order to provide an incentive to outside Directors of the Company, which
grants generally have a term of ten years from the date of grant and are
exercisable only during the time the optionee remains a director or within one
year thereafter (but not beyond expiration of the option term).
In the event of changes in outstanding Common Stock of the Company by
reason of stock dividends, mergers, split-ups, consolidations,
recapitalizations, reorganizations or like events ( as determined by the Board
of Directors or a committee thereof (the "Committee"), an appropriate
adjustment will be made by the committee in the number of shares of Common
Stock reserved under the 1996 Plan and in the number of shares of Common Stock
and option price per share specified in any stock option agreement with
respect to any unpurchased shares.
The Company is not entitled to a deduction for amounts taxed as
ordinary income or capital gain to a participant holding an incentive stock
plan but is entitled to a deduction for amounts taxed as income to holders of
nonstatutory stock options.
The Company has granted options under the 1996 Plan to purchase 1,050
shares of common stock each to Dr. Wesemann, Eugene Morris, Frank Neese,
Albert R. Jackson, Jr., and Roy Martin Umbarger with an exercise price of
$11.43 per share. In February, 1998 the Board granted an option to purchase
5,000 shares of common stock to Albert R. Jackson, III with an exercise price
of $11.50 per share and an aggregate of 6,000 shares to three (3) other
officers with an exercise price of $11.50 per share. All options vested at
the time of grant and expire ten years after the date of grant or up to one
(1) year after the date the optionee terminates his or her performance of
services for the Company, if earlier.
EXECUTIVE COMPENSATION
The following Summary Compensation Table provides compensation
information paid by First Community to the Chief Executive Officer for
services rendered in all capacities during the years ended December 31, 1997,
1996, and 1995. No executive officers of the Company received compensation
exceeding $100,000 during the year ended December 31, 1997.
10
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND PRINCIPAL YEAR SALARY ($) BONUS ($) SECURITIES UNDERLYING ALL OTHER
POSITION OPTIONS COMPENSATION ($)(1)
- ------------------ ---- ---------- --------- --------------------- -------------------
Albert R. Jackson III (2) 1997 67,500 0 0 697
Chief Executive
Officer and
Chief Financial Officer
Albert R. Jackson III 1996 62,293 5,000 0 661
Albert R. Jackson III 1995 58,782 0 0 500
LIFE INSURANCE PLAN
The company pays the premiums on a group term life insurance policy
for all regular full-time employees who have worked for the Company for 90
days. The amount of coverage under this plan is $50,000.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
There were no option grants to the executive named officer in the last
fiscal year, December 31, 1997. The Company has no SAR program or grants.
- ----------------------------------
(1) Contribution by the Company to the executive's 401 (k) plan.
(2) In 1994, Mr. Jackson became the President of First Community. In March
1996, Mr. Jackson became a Chief Executive Officer and Chief Financial
Officer of the Company.
11
STOCKHOLDER PROPOSALS TO BE PRESENTED AT
THE NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders of the Company (i) must be received by the Company at
210 East Harriman Bargersville, IN 46106 (317) 422-5171 no later than December
31, 1998 and (ii) must satisfy the conditions established by the Securities
and Exchange Commission for stockholder proposals to be included in the
Company's Proxy Statement for that meeting.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Geo. S. Olive & Company ("Geo. S. Olive"), an independent certified
public accounting firm, has audited the accounts of the Company since 1993 and
has provided the Company with other services. The Company has chosen Geo. S.
Olive as auditor for the current year. Representatives of the firm will
attend the Annual Meeting and have the opportunity to make a statement if they
desire, and will also be available to answer appropriate questions.
OTHER BUSINESS
At this time management knows of no other matters that may be brought
before the meeting. However, if any other matters are properly brought before
the meeting, the proxy holders named in the accompanying proxy intend to vote
the proxies on such matters in accordance with their best judgment.
FORM 10-K
The Company has forwarded to all shareholders a copy of the Annual
Report of the Company on Form 10-K for the fiscal year ended December 31,
1997, as filed with the Securities and Exchange Commission, including the
financial statements and schedules which is also the annual report to
shareholders. Such report was filed with the Securities and Exchange
Commission on March 31, 1998.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED
STATES. A PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED, AS IT WILL SAVE
THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
April 22, 1998
12
FIRST COMMUNITY BANCSHARES, INC.
Bargerville, Indiana
REVOCABLE PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 20, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints as proxies, Merrill M. Wesemann, M.D.
and Eugene W. Morris or either of them, will full power of substitution to
vote all shares of common stock which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of First Community Bancshares, Inc., to be
held at Jonathan Byrd's Cafeteria, Greenwood, Indiana, at 10:00 A.M. local
time, on May 20, 1998, and adjournment thereof, upon the following matter:
Authority to Vote
For Against Abstain
--- ------- -------
1. Election of Two Directors
Nominees are:
Albert R. Jackson, Jr. [ ] [ ] [ ]
Eugene W. Morris [ ] [ ] [ ]
2. To Approve 1992 Stock Option Plan
Interpretation re Director Options. [ ] [ ] [ ]
THIS PROXY WILL BE VOTED FOR THE ABOVE PROPOSAL UNLESS A CONTRARY
DIRECTION IS GIVEN.
Should the undersigned be present and elect to vote at said Meeting or
any adjournment thereof and, after notification to the Secretary of First
Community Bancshares, Inc. at said Meeting of the shareholder's decision to
terminate this Proxy, then the power of said attorneys-in-fact or agents shall
be deemed terminated and of no further force and effect.
Please sign below exactly as your name appears on your stock
certificate. When signing as attorney, corporate officer or fiduciary, please
give full title as such. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and the Proxy Statement dated April 22, 1998 prior to
the execution of this Proxy.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
__________________________________ ___________________________________
SIGNATURE SIGNATURE
__________________________________ ___________________________________
SIGNATURE SIGNATURE
___________________
DATE
Your signature must be exactly as your name appears in your stock
certificate(s). When signing as attorney-in-fact, executor, administrator,
trustee, guardian or corporate officer, please give full title as such.