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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 [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-12

Merchants Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided 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:

- --------------------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

3) Filing Party:

- --------------------------------------------------------------------------------

4) Date Filed:

- --------------------------------------------------------------------------------
PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

MERCHANTS BANCORP, INC.

HILLSBORO, OH 45133

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 22, 2003

The annual meeting of shareholders of Merchants Bancorp, Inc. (the
"Company") will be held at The Wooden Spoon Restaurant, 1480 North High Street,
Hillsboro, Ohio 45133, on Tuesday, April 22, 2003 at 10:00 a.m., for the purpose
of considering and acting upon the following:

1. To elect members of Class III of the Board of Directors as recommended by
the Board of Directors and designated in the attached Proxy Statement;

2. To transact such other business as may properly come before the meeting or
any adjournment thereof.

The Board of Directors has fixed March 19, 2003 as the record date for the
determination of shareholders entitled to notice of and to vote at the annual
meeting. As of the record date there were 3,000,000 shares of the Company's no
par value common stock outstanding. The stock transfer books of the Company will
not be closed prior to the meeting.

A copy of the Company's Annual Report, which includes the Company's audited
Balance Sheets as of December 31, 2002 and 2001, the related audited Statements
of Income, Statements of Changes in Shareholders' Equity, and Statements of Cash
Flows for each of the three years ended December 31, 2002, is enclosed.

By order of the Board of Directors,

James D. Evans
Secretary

YOUR VOTE IS IMPORTANT, EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY
REVOKE YOUR EXECUTED PROXY AT ANY TIME BEFORE IT IS EXERCISED BY NOTIFYING THE
SECRETARY OF THE COMPANY OF YOUR INTENTION AT OR PRIOR TO THE MEETING. IF YOUR
STOCK IS HELD IN MORE THAN ONE (1) NAME, ALL PARTIES MUST SIGN THE PROXY FORM.

Merchants Bancorp, Inc.
PROXY STATEMENT

This Proxy Statement is furnished to the shareholders of Merchants
Bancorp, Inc. (the "Company") in connection with the solicitation of proxies to
be used in voting at the annual meeting of shareholders of the Company to be
held on April 22, 2003 at The Wooden Spoon Restaurant, 1480 North High Street,
Hillsboro, Ohio 45133, commencing at 10:00 a.m. The enclosed proxy is solicited
by the Board of Directors and Officers (hereinafter sometimes referred to as
"Management") of the Company. Merchants Bancorp, Inc. is the sole shareholder of
Merchants National Bank, Hillsboro, Ohio (the "Bank"). As a holder of Company
common stock, you have the right to attend the annual meeting of shareholders
and vote your shares in accordance with your desire. This Proxy Statement and
the enclosed form of proxy is first sent or delivered to the Company's
shareholders on or about March 24, 2003, and the Company is bearing all costs in
connection with this solicitation.

ELECTION OF DIRECTORS AND VOTING PROCEDURES

Shareholders of record on March 19, 2003 are entitled to vote on the
election of the Class III Directors. The shares represented by the accompanying
proxy will be voted as directed if the proxy is properly signed and received by
the Company prior to the annual meeting. Any proxy not designating a vote for,
against or an abstention from any particular proposal will be voted for the
proposal in accordance with Management's recommendations. All shareholders
choosing to give Management their proxies should send their completed proxy form
to the Company in the stamped, self-addressed envelope that is enclosed with
this Proxy Statement. Shareholders have the power to revoke their proxy at any
time prior to the vote by (a) attending the meeting or any adjournment thereof
and advising the Secretary of the Board of Directors of the Company (the
"Secretary") of your intent to vote the shares; (b) by delivering notice in
writing to the Secretary of the revocation of your proxy; or (c) by executing
and delivering a subsequently executed proxy. Unless you revoke your proxy in
one of the manners described above, the proxy holders have the authority to vote
the shares for which the proxy is given at the meeting as scheduled and at any
adjournment thereof.

The Company's Articles of Incorporation currently authorize 4,500,000
Common Shares, all of which are without par value. As of March 19, 2003,
3,000,000 of these Common Shares were issued and outstanding. Each Share of
Common Stock of the Company entitles the holder thereof to one (1) vote on all
matters, except with respect to the election of directors, and a majority of the
votes cast at a meeting of the shareholders will decide every question or matter
submitted to the shareholders, unless as otherwise expressly required by Ohio
law or by the Company's Articles of Incorporation. With respect to the election
of directors, shareholders are entitled to vote their shares cumulatively,
provided that notice of this intention is given by any shareholder of the
Company to the President, the Secretary or any Vice President of the Company not
less than 48 hours before the time fixed for holding a meeting of the
shareholders for the purpose of electing directors. In the event that a
complying notice is provided to the Company, the Secretary shall announce the
availability of cumulative voting upon the convening of the meeting of the
shareholders. If cumulative voting is permitted, each shareholder voting
cumulatively may cast the number of shares he owns times the number of Directors
to be elected in favor of one nominee or allocate such votes among all of the
nominees as he or she determines.

In accordance with the Company's Code of Regulations, the Board of
Directors, which currently consists of nine (9) membership positions, is
staggered into three separate classes, designated as Class I, Class II and Class
III. Each class consists of approximately one-third of the total number of
directors as fixed from time-to-time by the Directors or the shareholders.
Directors serve staggered three-year terms, so that directors of one class are
elected at each annual meeting of shareholders. Consequently, the term

of office of one class expires each year. Shareholders will elect the Class III
Directors at the forthcoming Annual Meeting, whose term will expire in the year
2006. There is currently one vacancy in Class III which the Board is attempting
to fill. No qualified individual has been found to date to fill this vacancy.
Consequently, the Nominating Committee of the Board of Directors has nominated
only two nominees for election to Class III. The nominees for election to Class
III are Mr. Donald Fender, Jr. and Mr. Richard S. Carr. Proxies in the form
solicited hereby which are returned to the Company will be voted in favor of the
two (2) nominees specified above unless otherwise instructed by the shareholder,
and such proxies cannot be voted for a greater number of persons than the number
of nominees named herein. Abstentions and shares not voted by brokers and other
entities holding shares on behalf of beneficial owners will not be counted and
will have no effect on the outcome of the election. The nominees receiving the
two (2) highest totals of votes cast in the election will be elected as
Directors.

The following tables set forth information with respect to each Class III
Director, each of whom is a nominee for re-election at the forthcoming Annual
Meeting, and with respect to incumbent Directors in Classes I and II of the
Board of Directors who are not nominees for re-election at the Annual Meeting.

NAME AND AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ----------------------------------------------------------------------------------------------------------------------

CLASS III DIRECTORS (TERM EXPIRES 2003)
- ----------------------------------------------------------------------------------------------------------------------

Donald Fender, Jr., 64 CEO and Principal Shareholder of Donald E. Fender Realty, 1972
Inc., a real estate brokerage.

Richard S. Carr, 56 Farmer and President of Seven Star Entertainment, a 2002
company which owns and operates movie theaters.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES TO CLASS III OF
THE BOARD OF DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------

CLASS I DIRECTORS (TERM EXPIRES 2004)
- ----------------------------------------------------------------------------------------------------------------------

Paul W. Pence, Jr., 51 President and CEO of the Company and Merchants National 1981
Bank, its wholly-owned subsidiary

James R. Vanzant, 55 Veterinarian 1992

Robert Hammond, 59 Attorney, Sole Practitioner 1994

- ----------------------------------------------------------------------------------------------------------------------

CLASS II DIRECTORS (TERM EXPIRES 2005)
- ----------------------------------------------------------------------------------------------------------------------

William Butler, 66 President, Union Stock Yards 1983

Charles A. Davis, 67 Retired - Charles Davis Motor Sales 1983

Jack Walker, 74 Retired - Insurance Consultant 1974
- ----------------------------------------------------------------------------------------------------------------------

(1) There is currently one vacancy in Class III on the Board of Directors
of the Company. The Board, through its Nominating Committee, is
actively seeking an individual to fill this open position.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Company's sole business activity is the operation of its subsidiary
banking operation, Merchants National Bank, sometimes hereinafter referred to
individually as the "Bank" or collectively with the Company as the "Company."
The Boards of Directors of the Bank and the Company are comprised of the same
persons at the present time. Disclosure of information regarding committees is
therefore presented for both the Company and the Bank.

The Board of Directors of the Company conducts its business through
regular and special meetings. During the fiscal year ended December 31, 2002,
the Board of Directors of the Company held a total of twenty-four (24) regular
meetings. The Board of Directors held no special meetings during 2002. Each
director of the Company attended at least 75 percent of the total meetings of
the Board and committees on which such Board member served during this period.
In addition to its regular duties, the full Board of Directors of the Company
also acts as the Nominating Committee. In this capacity, it considers and
proposes director nominees for election at the Annual Meeting; selects
candidates to fill Board vacancies as they may occur; makes recommendations to
the Board regarding Board committee memberships; and performs any other
functions or duties deemed appropriate. While the Board of Directors will
consider nominating persons recommended by shareholders, it has not actively
solicited recommendations from the Company's shareholders for nominees nor
established any procedures for this purpose. However, shareholders may also
nominate persons for election to the Board of Directors by following the
procedures contained in the Company's Code of Regulations. These procedures are
discussed more thoroughly in this proxy statement under the section captioned
"Shareholder Proposals for Next Year's Annual Meeting of Shareholders."

The Board of Directors of the Company also operates through standing
Audit and Compensation Committees. The Audit Committee, which met 12 times
during 2002, is comprised of the following seven (7) nonemployee, independent
directors: Donald Fender, Jr.; Richard S. Carr; James R. Vanzant; Robert
Hammond; William Butler; Charles A. Davis; and Jack Walker. It annually
recommends to the Board the appointment of independent auditors and reviews with
the auditors the plan and scope of the audit and audit fees; reviews the
guidelines established for the dissemination of financial information; meets
periodically with the independent and internal auditors, the Board and
management to monitor the adequacy of reporting, internal controls and
compliance with Company policies, reviews consolidated financial statements; and
performs any other functions or duties deemed appropriate by the Board. The
Compensation Committee, which met one time during 2002, is comprised of the
following four (4) nonemployee, independent directors: Donald Fender, Jr.; James
R. Vanzant; William Butler; and Charles A. Davis. An overview of the functions
performed by the Compensation Committee is provided below as part of the Report
of the Compensation Committee.

AUDIT COMMITTEE REPORT

The Audit Committee of the Company's Board of Directors is composed of
seven (7) directors, each of whom is independent as defined by Rule 4200(a)(15)
of the National Association of Securities Dealers' listing standards, as such
may be modified or supplemented from time to time, and operates under a written
charter adopted by the Board of Directors (Appendix A). The members of the
Committee are Donald Fender, Jr., Richard S. Carr, James R. Vanzant, Robert
Hammond, William Butler, Charles A. Davis and Jack Walker. The Committee
recommends to the Board of Directors the selection of the Company's independent
accountants.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the

Company's consolidated financial statements in accordance with generally
accepted auditing standards and to issue a report thereon. The Committee's
responsibility is to monitor and oversee the processes.

In this context, the Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the Committee has
reviewed and discussed the consolidated financial statements with management and
the independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (communication with Audit Committees).

The Company's independent accountants have also undertaken to provide
the Committee with the written disclosures and the letter required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Committee discussed with the independent accountants that
firm's independence. The Committee has considered whether the provision of
non-audit services by the independent accountants to the Company and its
subsidiaries is compatible with maintaining the independence of the independent
accountants.

Based upon the Committee's discussion with management and the
independent accountants and the Committee's review of the representation of
management and the report of the independent accountants to the Committee, the
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 2002 filed with the Securities and Exchange
Commission.

THIS REPORT IS SUBMITTED BY THE AUDIT COMMITTEE MEMBERS:
DONALD FENDER, JR.; RICHARD S. CARR; JAMES R. VANZANT; ROBERT HAMMOND;
WILLIAM BUTLER; CHARLES A. DAVIS; AND JACK WALKER

INDEPENDENT PUBLIC ACCOUNTANT

The Board of Directors has selected the firm of Deloitte & Touche LLP
to continue to serve as its independent public accountant for the current fiscal
year. Representatives of Deloitte & Touche LLP intend to be present at the
annual meeting of shareholders. If present, they will have the opportunity to
make a statement if they desire to do so and will also be available to respond
to any appropriate questions. Deloitte & Touche LLP billed the aggregate fees
shown below for audit, financial information systems design and implementation
and other services rendered to the Company and its subsidiary for the year ended
December 31, 2002. Audit fees include fees billed in connection with the audit
of the Company's annual financial statements, as well as fees billed for the
review of the unaudited financial statements contained in the Company's periodic
reports on Form 10-Q, as filed with the Securities and Exchange Commission. Fees
indicated under "All Other Fees" include fees incurred in connection with the
registration during fiscal year 2002 of the Company's securities under Section
12(g) of the Securities Exchange Act of 1934, fees incurred for fiscal year 2002
in connection with an internal auditing "Co-Source" arrangement, pursuant to
which Deloitte & Touche LLP coordinates and oversees certain internal auditing
functions performed by personnel of the Company, and fees incurred in connection
with general tax preparation assistance.

Audit Fees $ 94,348
---------

Financial Information Systems Design and $ 0
---------
Implementation Fees

All Other Fees $ 155,456
---------

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

To the Company's knowledge, except as noted below, no person or entity
owns beneficially, directly or indirectly, 5 percent or more of the Company's
common stock as of March 7, 2003.

Amount and Nature of % of
Name and Address of Beneficial Owner Beneficial Ownership Class
- ------------------------------------------------------------------------------------------

Donald E. Fender, Jr. 407,000 Shares(1) 13.57%
221 North High Street
Hillsboro, Ohio 45133-1179

- -------------------------------
(1) Includes 377,000 shares held by the Donald E. Fender, Jr. Revocable
Trust, for which Mr. Fender serves as trustee, and 30,000 shares held
jointly by Mr. Fender with his spouse.

MANAGEMENT

The following table sets forth, as of March 7, 2003, information as to
the beneficial ownership of the Company's Common Stock by each Director and
Named Executive Officer and All Directors and Executive Officers as a group.

SHARES OF COMPANY COMMON PERCENTAGE OF BENEFICIAL
NAME STOCK OWNED BENEFICIALLY OWNERSHIP
- ---------------------------------------- -------------------------------------- --------------------------------------

William Butler(1) 41,200 1.37%
Charles A. Davis 1,500 0.05%
Jack Walker(2) 21,780 0.73%
Paul W. Pence, Jr. (3) 148,505 4.95%
James R. Vanzant 1,500 0.05%
Robert Hammond 1,500 0.05%
Donald Fender, Jr.(4) 407,000 13.57%
James D. Evans(5) 11,804 0.39%
Richard S. Carr(6) 8,400 0.28%

- ---------------------------------------- -------------------------------------- --------------------------------------
TOTALS 643,189 21.44%

- ---------------------------
(1) Includes 20,600 shares held by the William R. Butler Revocable Trust,
for which Mr. Butler serves as trustee, and 20,600 shares held by the
Janet Sue Butler Revocable Trust, for which Mr. Butler's spouse serves
as trustee.
(2) Includes 10,890 shares held by the Jack E. Walker Trust, for which Mr.
Walker serves as trustee, and 10,890 shares held by the Patricia C.
Walker Trust, for which Mr. Walker's spouse serves as trustee.
(3) Includes 7,655 shares held individually by Mr. Pence and 140,850 shares
currently held by the estate of Paul W. Pence, Sr., deceased (the
father of Mr. Pence), for which Mr. Pence serves as the executor. The
estate of Mr. Pence is currently in the process of administration. Upon
final administration of the estate, all title to the remaining shares
of Company stock so held shall vest in Margaret D. Pence, widow of Paul
W. Pence, Sr. and mother of Mr. Pence. The filing of this Proxy
Statement with the SEC shall not be construed as an admission that Mr.
Pence, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, is the beneficial owner of the securities held by
the estate of his father.
(4) Includes 377,000 shares held by the Donald E. Fender, Jr. Revocable
Trust, for which Mr. Fender serves as trustee, and 30,000 shares held
jointly by Mr. Fender with his spouse.

(5) Includes 11,600 shares held jointly by Mr. Evans with his spouse, and
204 shares held jointly Mr. Evans with other members of his immediate
family.
(6) Includes 2,700 shares held individually by Mr. Carr, 2,700 shares held
individually by Mr. Carr's spouse, and 3,000 shares held jointly by Mr.
Carr with his spouse.

EXECUTIVE COMPENSATION AND RELATED ITEMS

The following tables set forth information with respect to the Executive
Officers of the Company.

POSITIONS HELD WITH THE COMPANY PRESENT
NAME AND AGE AND BANK POSITION HELD SINCE
- ---------------------------------------- -------------------------------------------- --------------------------------

Paul W. Pence, Jr. President and Chief Executive Officer 1981
51
James D. Evans Executive Vice President 1987
53
- ---------------------------------------- -------------------------------------------- --------------------------------

Each individual has held the position noted during the past five years.
The term of each executive officer is subject to annual renewal by resolution of
the Board of Directors of the Company. The following remuneration table sets
forth all direct remuneration paid by the Bank during the last three fiscal
years to the Company's President and Chief Executive Officer and Executive Vice
President. No other officers' total compensation exceeded $100,000 during the
last three years.

SUMMARY COMPENSATION TABLE

ALL OTHER
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
NAME AND PRINCIPAL
POSITION YEAR SALARY BONUS
- --------------------------------------------------------------------------------------------

Paul W. Pence, Jr. 2002 $146,896 $93,212 $ 2,696 (1)
President and Chief 2001 $137,261 $87,023 $12,037
Executive Officer 2000 $130,725 $73,598 $22,885

James D. Evans 2002 $122,446 $61,693 $ 2,309 (2)
Executive 2001 $113,558 $57,597 $10,302
Vice President 2000 $108,150 $45,666 $19,713
- --------------------------------------------------------------------------------------------

(1) This amount includes premiums for term life insurance in the amount of $383
and registrant contributions to a 401(k) plan on behalf of Mr. Pence in the
amount of $2,313.
(2) This amount includes premiums for term life insurance in the amount of $383
and registrant contributions to a 401(k) plan on behalf of Mr. Evans in the
amount of $1,926.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

There are no employment or change in control contracts between the
Company and any of its named executive officers.

DEFINED BENEFIT PLAN DISCLOSURE

The Company has a defined benefit plan available for participation by
all employees of the Company. Each employee of the Bank who is at least 21 years
of age and has completed one year of "eligibility service" is entitled to
participate in the Plan, and all contributions become fully vested following
five years of service. Pursuant to the Plan, the Bank contributes to a separate
trust account on behalf of employees of the Bank an amount determined by an
independent actuary necessary to provide the benefits set forth in the Plan.
Benefits from the Plan become available to the employee upon retirement, or in
the event of death or disability. If employment is terminated prior to normal
retirement, the employee receives all "vested" contributions based upon an
established vesting schedule.

- --------------------------- ----------------------------------------------------------------------------------------
AVERAGE ANNUAL SALARY YEARS OF CREDITED SERVICE
- --------------------------- ----------------------------------------------------------------------------------------
10 15 20 25 30 35
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------

$10,000 900 1,350 1,800 2,250 2,700 3,150
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$25,000 2,250 3,375 4,500 5,625 6,750 7,875
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$50,000 5,186 7,779 10,372 12,965 15,558 18,151
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$75,000 9,061 13,592 18,122 22,653 27,183 31,714
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$100,000 12,936 19,404 25,872 32,340 38,808 45,276
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$125,000 16,811 25,217 33,622 42,028 50,433 58,839
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$150,000 20,686 31,029 41,372 51,715 62,058 72,401
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$175,000 24,561 36,842 49,122 61,403 73,683 85,964
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$200,000 28,436 42,654 56,872 71,090 85,308 99,526
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------
$250,000 28,436 42,654 56,872 71,090 85,308 99,526
- --------------------------- -------------- ------------- -------------- -------------- -------------- --------------

Compensation covered under the Plan includes the average of the taxable
wage bases in effect under Section 230 of the Social Security Act for each year
in the 35-year period ending with the year in which the Plan member attains his
social security retirement age. In determining a Plan member's covered
compensation for any Plan year, the taxable wage base for the current Plan year
and any subsequent Plan year shall be assumed to be the same as the taxable wage
base in effect as of the beginning of the Plan year for which the determination
is made.

Benefits for unmarried individuals are calculated on a straight-annuity
amount, and benefits for married individuals are in the form of a qualified
joint and survivor annuity of equivalent actuarial value to the pension
otherwise payable, providing for a reduced pension payable to the plan member
during his life, and after his death providing that one-half of that reduced
pension will continue to be paid during the life of, and to, the spouse to whom
he was married. Optional structures for benefit calculations are available to
Plan members pursuant to the Plan, subject to certain restrictions. Benefits are
not subject to reduction for social security or other offset amounts.

Credited service under the plan for Paul W. Pence, Jr. at the end of
2002 was 23 years, and credited service under the plan for James D. Evans at the
end of 2002 was 16 years.

COMPENSATION OF DIRECTORS

Directors are paid an annual retainer of $9,000, $300 per Regular
Meeting of the Board of Directors (held twice per month), $300 for each Special
Meeting of the Board of Directors, if any, and $300 for each Committee Meeting
attended.

Directors of the Company are permitted, at their election, to defer
some or all of their retainer and meeting fee compensation pursuant to the
Merchants National Bank Directors' Deferred Compensation

Plan. This plan provides an avenue for members of the Board of Directors to
accumulate additional retirement income by making elective contributions into an
unfunded, nonqualified deferred compensation plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the last fiscal year, the following individuals served as
members of the Compensation Committee: Donald Fender, Jr., Charles A. Davis,
William Butler and James R. Vanzant. Some of the Directors who served on the
Compensation Committee, and the companies with which they are associated, were
customers of and have had banking transactions with the Bank in the ordinary
course of the Bank's business in the past and up to the present time. All loans
and commitments for loans included in such transactions were made on
substantially the same terms including interest rates and collateral as were
prevailing at the time for comparable transactions with other persons. In the
opinion of the Board of Directors of the Bank, these loans and commitments for
loans do not involve more than a normal risk of collectibility or present other
unfavorable features.

The Company and/or the Bank have had, and expect to have in the future,
banking transactions in the ordinary course of its business with such directors,
and their associates, on substantially the same terms, including interest rates
and collateral on loans, as those prevailing at the same time for comparable
transactions with others. It is intended that such transactions will not involve
more than the normal risk of collectibility or present other unfavorable
features.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Company, with respect to all
employees, has the responsibility of implementing the compensation policies and
practices as established by the Board of Directors. At the direction of the
Board of Directors, the Compensation Committee has prepared the following report
regarding executive compensation.

Compensation Philosophy - The employee compensation program of the
Company has been designed to:

- Support a policy that rewards all employees for positive corporate
performance;
- Motivate all employees to advance the strategic business goals of the
Company; and
- Provide competitive compensation opportunities that allow the Company
to compete for and retain talented employees who are critical to the
Company's long-term success.

The Compensation Committee annually evaluates the performance and
considers compensation adjustments for all employees. The President and
Executive Vice President present recommended hourly and salaried employees
compensation adjustments to the committee.

The executive officers review with the committee the performance for
the prior year of key officers of the company. At this time, individual
improvement and development needs and job targets for the coming year for the
key officers are discussed with the committee.

A critical function of the Compensation Committee is to conduct
reviews, assemble compensation survey data and make a recommendation to the full
Board of Directors regarding executive compensation. The Compensation Committee
then presents to the Board of Directors a report on recommended adjustments in
the level of compensation and benefits for executive officers and for all
employees. Final disposition of these recommendations of the committee rests
solely with the Company's Board of Directors. The primary compensation for the
named executive officers is comprised

of three principal components: (1) salary; (2) distributions pursuant to the
Company's Profit Sharing Bonus Plan; and (3) compensation deferrals under the
Company's Executive Investment Plan.

Salary. It is the Compensation Committee's policy that a competitive
base salary is essential in order to retain quality executive personnel. The
salary for each named executive officer is determined annually based upon the
Committee's consideration of two primary factors: competitive compensation
levels; and individual performance. As a method for determining competitive
salary levels, the Committee reviews various reports of peer data and
compensation surveys sponsored by trade and consulting groups within the
financial services industry. The reports and surveys utilized by the Committee
generally break down overall compensation data into subcategories based upon the
relative asset size of the various respondent institutions. The Committee
primarily utilizes the compensation data within its respective asset category.
For purposes of salary determinations made for the previous year, the reports
and surveys included the following: the Illinois Bankers Association 2001
Midwest Bank Holding Company Executive Compensation Report; the Crowe, Chizek
and Company LLP 2001 Midwest Regional Financial Institution-Total Compensation
Survey; and the BAI 2001 Key Executive Compensation Survey (East-North Central
Region data). Based upon a detailed analysis of the report data, the Committee
determines an appropriate competitive salary range for each named executive
officer. The exact placement of each named executive officer within the
pre-established range is determined by a final subjective evaluation by the
Committee of the performance of the executive during the prior year. Following
this review and determination process, the Committee submits its salary
recommendations to the full Board of Directors, which retains authority to
review and approve all compensation recommendations made by the Committee.

Profit Sharing Bonus Plan. It is the Compensation Committee's policy
that a significant portion of employee compensation should be payable annually
in the form of a bonus based principally upon the overall financial performance
of the Company.

The Company adopted its Profit Sharing Bonus Plan in May, 1988. This
plan is based on a formula using the company's return on equity to establish a "
bonus pool" which is distributed among all eligible full and part time
employees. To be eligible to participate, an employee must be employed on
December 31st of the plan year. To determine a participant's bonus payment under
the plan, each participant receives one "share" for every $100 of his or her
gross earnings for the calendar year. At the end of the year, the number of
shares accumulated by each employee are added together to compute the total
number of shares participating in the plan for that calendar year. The bonus
pool is then distributed to participants on a per share basis.

The full Board of Directors adopted resolutions in 1996, 1998 and 2001
which effectively allow the named executive officers to participate in the
Profit Sharing Bonus Plan at higher levels than provided for general
participants. Additional compensation provided to the named executive officers
pursuant to these resolutions comes from outside of the general bonus pool, and
these functional modifications in no way affect amounts received by general
participants under the plan. Pursuant to the most current Board resolutions,
Paul W. Pence, Jr. effectively participates in the Plan at 2.5 times the amount
calculated for allotment to him pursuant to the general disbursement formula
contained in the Plan. Under the same resolutions, James D. Evans effectively
participates at 2.0 times the amount otherwise calculated for allotment to him
under the Plan's general formula.

Executive Investment Plan. Effective January 1, 1997, the Company
implemented an Executive Investment Plan (the "EIP.") The EIP is structured as a
nonqualified deferred compensation plan, pursuant to which executive officers
and other key employees who occupy senior managerial and professional positions
with the Company are periodically granted options to purchase certain investment
securities from the Company. As a condition to the grant of an option, a
participant may be required to

enter into a covenant not to compete with the Company or into an agreement to
remain in the employ of the Company for at least six months.

This plan is structured to defer recognition of taxable income by the
employee until the option is exercised. Pursuant to the EIP, options can be
exercised during a period ranging from six months after the date of grant, to,
in some cases, five years after the optionee's termination of employment.
However, individual grants made pursuant to the EIP may provide that the options
vest in periodic increments. Investment securities initially available for
purchase pursuant to the options consist of publicly traded mutual funds of
varying investment risk. However, once a specific grant become 60% vested,
participants are then permitted to redirect the investment from the
pre-established mutual funds into individual equity securities of their
choosing. Options granted under the EIP provide for an initial exercise price of
25% of the fair market value of the investment securities on the date of grant
and are periodically adjusted to maintain the exercise price at 25% of the
current fair market value. The fair market value of options vested during a
particular year over the periodically recalculated exercise price equals the
value of the compensation deferred for that year.

Discussion of CEO Compensation -- Effective January 1, 2002, the
Compensation Committee recommended and the Board approved the increase in the
base salary of the Chief Executive Officer to $146,896. This increase reflected
consideration of competitive data reported in the compensation surveys discussed
above and the Committee's subjective assessment of the CEO and recognition of
the Company's performance during 2001. With respect to competitive compensation
data reviewed by the Committee, in all cases the base salary of the CEO was
ultimately set below the median level of base salaries reported by respondent
institutions within the relevant asset categories. While the CEO's total cash
compensation for the 2002 fiscal year fell roughly over the seventy-fifth
percentile of relevant respondent institutions reported under the BAI survey,
this primarily reflects compensation paid pursuant to the Company's Profit
Sharing Plan. All compensation granted to the CEO pursuant to the Company's
Profit Sharing Bonus Plan for fiscal year 2002, in the amount of $93,212, was
calculated in accordance with the formula provided under the plan and the
relevant resolutions of the Company's Board of Directors. There were no grants
in 2002 to either named executive officer under the Company's EIP.

THIS REPORT ON COMPENSATION IS SUBMITTED BY THE COMPENSATION COMMITTEE MEMBERS:
DONALD FENDER, JR., CHAIRMAN, CHARLES A. DAVIS, WILLIAM BUTLER AND JAMES R.
VANZANT

PERFORMANCE GRAPH -- FIVE-YEAR SHAREHOLDER RETURN COMPARISON

The following graph provides a comparative presentation of the
Company's cumulative five-year shareholder returns on an indexed basis with the
NASDAQ Bank Index and the Russell 2000. Specifically, the graph compares the
value of $100 invested at the start of business on January 1, 1998, in the
Company's stock, the NASDAQ Bank Index and the Russell 2000.

[LINE GRAPH]

ASSUMES $100 INVESTED ON JANUARY 1, 1998
IN MERCHANTS BANCORP, INC. COMMON STOCK,
THE NASDAQ BANK INDEX & THE RUSSELL 2000

*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS

12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-------- -------- -------- -------- -------- --------

MERCHANTS BANCORP, INC. $100.00 $115.61 $206.86 $186.99 $189.48 $168.77
NASDAQ BANK INDEX $100.00 $88.23 $81.19 $93.10 $102.48 $107.11
RUSSELL 2000 $100.00 $97.45 $118.17 $114.59 $117.44 $93.39

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Some of the directors, officers and principal shareholders of the
Company and/or the Bank and the companies with which they are associated were
customers of and have had banking transactions with the Bank in the ordinary
course of the Bank's business in the past and up to the present time. All loans
and commitments for loans included in such transactions were made on
substantially the same terms, including interest rates and collateral, as were
prevailing at the time for comparable transactions with other persons. In the
opinion of the Board of Directors of the Bank, these loans and commitments for
loans do not involve more than a normal risk of collectibility or present other
unfavorable features.

The Company and/or the Bank have had, and expect to have in the future,
banking transactions in the ordinary course of its business with directors,
officers, principal shareholders and their associates, on substantially the same
terms, including interest rates and collateral on loans, as those prevailing at
the same time for comparable transactions with others. It is intended that such
transactions will not involve more than the normal risk of collectibility or
present other unfavorable features.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership of Company stock, and certain changes in ownership, with the
Securities and Exchange Commission. Officers, Directors and greater than ten
percent shareholders are required by regulation of the SEC to furnish the
Company with copies of all Section 16(a) forms they file.

Based solely on review of the copies of such forms furnished to the
Company or written representations that no Form 5s, (Annual Statement of
Beneficial Ownership of Securities) were required, the Company believes that
during 2002 all Section 16(a) filing requirements applicable to its officers,
Directors and ten percent beneficial owners were satisfied.

SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING OF SHAREHOLDERS

If any shareholder of the Company wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the Annual Meeting to
be held in 2004, the proposal must be received by James Evans, Secretary of the
Board of Directors, at the principal executive offices of Merchants Bancorp,
Inc., 100 North High Street, Hillsboro, Ohio 45133, prior to the close of
business on November 24, 2003. On any other proposal raised by a shareholder for
the next year's annual meeting, the Company intends that proxies received by it
will be voted in the interest of the Company in accordance with the judgment of
the Board of Directors of the Company and the proposal will be considered
untimely, unless notice of the proposal is received by the Company not later
than February 7, 2004.

The Company's Code of Regulations establishes advance notice procedures
as to the nomination, other than by or at the direction of the Board of
Directors, of candidates for election as directors. In order to nominate a
director for election at a meeting of the shareholders, it is necessary that you
notify the Company in writing not fewer than 14, nor more than 50, days prior to
the meeting unless the Company provides shareholders less than 21 days notice of
the meeting. In such instances, notice of the nominations must be delivered or
mailed to the Company not later than the seventh day after the notice of the
meeting was mailed, or public disclosure of such meeting was provided. In
addition, the notice must meet all other requirements contained in our Code of
Regulations. Any shareholder who wishes to take such action should obtain a copy
of the Code of Regulations and may do so by written request addressed

to the Secretary of the Board of Directors at the principal executive offices of
the Company provided above.

OTHER MATTERS

The Board of Directors of the Company is not aware of any other matters
that may come before the meeting. However, the enclosed Proxy will confer
discretionary authority with respect to matters which are not known to the Board
of Directors at the time of printing hereof and which may properly come before
the meeting. A copy of the Company's 2002 report filed with the Securities and
Exchange Commission, on Form 10-K, is available without charge to shareholders.
Address all requests, in writing, for this document to Mr. Paul W. Pence,
President, Merchants Bancorp, Inc., 100 North High Street, Hillsboro, Ohio
45133.

By Order of the Board of Directors of
Merchants Bancorp, Inc.

James D. Evans, Secretary

APPENDIX A

MERCHANTS BANCORP, INC.

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

MERCHANTS BANCORP, INC.

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

MARCH 11, 2003

I. AUDIT COMMITTEE PURPOSE

The Audit Committee (the "Committee") is appointed by the Board of
Directors (the "Board") to assist the Board in fulfilling its oversight
responsibilities. The Committee's primary duties and responsibilities
are to:

- Monitor the integrity of the Company's financial statements,
financial reporting processes and systems of internal controls
regarding finance, accounting and legal compliance.

- Select and appoint the Company's independent auditors, pre-approve
all audit and non-audit services to be provided, consistent with all
applicable laws, to the Company by the Company's independent
auditors, and establish the fees and other compensation to be paid to
the independent auditors.

- Monitor the independence and performance of the Company's independent
auditors and internal auditing function.

- Establish procedures for the receipt, retention, response to and
treatment of complaints, including confidential, anonymous
submissions by the Company's employees, regarding accounting,
internal controls or auditing matters, and provide an avenue of
communication among the independent auditors, management, the
internal auditing function and the Board of Directors.

The Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the
independent auditors as well as officers and employees of the Company.
The Committee has the authority to retain, at the Company's expense,
special legal, accounting or other consultants or experts it deems
necessary or desirable in the performance of its duties. The Company
shall at all times make adequate provisions for the payment of all fees
and other compensation, approved by the Committee, to the Company's
independent auditors in connection with the issuance of its audit
report, or to any consultants or experts employed by the Committee.

II. AUDIT COMMITTEE COMPOSITION AND MEETINGS

The Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent,
non-executive officer directors, free from any relationship that would
interfere with the exercise of his or her independent judgment.
Committee members shall satisfy the definition of "independent director"
set forth in Rule 4200 of the NASDAQ National Market (as may be modified
or supplemented). All members of the Committee shall have a basic
understanding of

finance and accounting and be able to read and understand fundamental
financial statements at the time of their appointment to the Committee.

The Board shall appoint committee members. If a Committee Chair is not
designated by the Board or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Committee Chair shall prepare
and/or approve an agenda in advance of each meeting. The Committee shall
meet privately in executive session at each meeting with management, the
manager of internal auditing, whether such person be an employee of the
Company or an outside professional, the independent auditors, and as a
committee to discuss any matters that the Committee or each of these
groups believe should be discussed. In addition, the Committee, or at
least its Chair, shall communicate with management and the independent
auditors quarterly to review the Company's financial statements and
significant findings based upon the independent auditors' review
procedures.

III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

Review Procedures

1. Review the Company's annual audited financial statements prior
to filing or release. Review should include discussion with
management and the independent auditors of significant issues
regarding critical accounting estimates, accounting principles,
practices and judgments, including, without limitation, a review
with the independent auditors of any auditor report to the
Committee required under rules of the Securities and Exchange
Commission (as may be modified or supplemented). Review should
also include review of the independence of the independent
auditors (see item 8 below) and a discussion with the
independent auditors of the conduct of their audit (see item 9
below). Based on such review determine whether to recommend to
the Board that the annual audited financial statements be
included in the Company's Annual Report filed under the riles of
the Securities and Exchange Commission.

2. In consultation with management, the independent auditors and
the internal auditors, consider the integrity of the Company's
financial reporting processes and controls. Discuss significant
financial risk exposures and the steps management has taken to
monitor, control and report such exposures. Review significant
findings prepared by the independent auditors and the internal
auditors together with management's responses. Review any
significant changes to the Company's auditing and accounting
policies. Resolve disagreements, if any, between management and
the independent auditors.

3. Review with financial management and the independent auditors
the Company's quarterly financial statements prior to filing or
release. The Committee may designate a member of the Committee
to represent the entire Committee for purposes of this review.

4. Review and reassess the adequacy of this Charter at least
annually. Submit the Charter to the Board of Directors for
approval and cause the Charter to be approved at least once
every three years.

Independent Auditors

5. The Company's independent auditors are directly accountable to
the Committee and the Board of Directors. The Committee shall
review the independence and performance of the independent
auditors, annually appoint the independent auditors and approve
any discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid
to the independent auditors.

7. Approve the independent auditors' annual audit plan, including
scope, staffing, locations and reliance upon management and
internal auditors.

8. On an annual basis, review and discuss with the independent
auditors all significant relationships they have with the
Company that could impair the auditors' independence. Such
review should include receipt and review of a report from the
independent auditors regarding their independence consistent
with Independence Standards Board Standard 1 (as may be modified
or supplemented). All engagements for non-audit services by the
independent auditors must be approved by the Committee prior to
the commencement of services. The Committee may designate a
member of the Committee to represent the entire Committee for
purposes of approval of non-audit services, subject to review by
the full Committee at the next regularly scheduled meeting. The
Company's independent auditors may not be engaged to perform
prohibited activities under the Sarbanes-Oxley Act of 2002 or
the rules of the Public Company Accounting Oversight Board or
the Securities and Exchange Commission.

9. Prior to filing or releasing annual financial statements,
discuss the results of the audit with the independent auditors,
including a discussion of the matters required to be
communicated to audit committees in accordance with SAS 61 (as
may be modified or supplemented).

10. Obtain from the independent auditors assurance that Section l0A
of the Securities and Exchange Act has not been violated.

11. Consider the independent auditors' judgment about the quality
and appropriateness of the Company's accounting principles and
critical accounting estimates as applied in its financial
reporting.

Internal Audit Function and Legal Compliance

12. Review the budget, plan, changes in plan, activities,
organization structure and qualifications of the Company's
internal auditors, as needed. Such internal audit

function may be provided by an internal auditor or by an
accounting firm selected by the Committee, at the Committee's
discretion.

13. Approve the appointment, performance and replacement of the
internal auditor or approve the retention of, and engagement
terms for, any third party provider of internal audit services.

14. Review significant reports prepared by the internal auditor
together with management's response and follow-up to these
reports.

15. On at least an annual basis, review with the Company's counsel,
any legal matters that could have a significant impact on the
Company's financial statements, the Company's compliance with
applicable laws and regulations and inquiries received from
regulators or governmental agencies.

Other Audit Committee Responsibilities

16. Annually prepare the report to shareholders as required by the
rules of the Securities and Exchange Commission to be included
in the Company's annual proxy statement.

17. Review and approve all related-party transactions.

18. Perform any other activities consistent with this Charter, the
Company's Articles of Incorporation and Code of Regulations, and
governing law, as the Committee or the Board deems necessary or
appropriate.

19. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to conduct audits or to
determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting
principles, which is the responsibility of management and the independent
auditors. It is also the responsibility of management to assure
compliance with laws and regulations and the Company's corporate policies
with oversight by the Committee in the areas covered by this Charter.

PROXY FOR ANNUAL MEETING OF
MERCHANTS BANCORP, INC.
HILLSBORO, OHIO

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder of
Merchants Bancorp, Inc., Hillsboro, Ohio, do hereby nominate, constitute, and
appoint Bing Williamson, Patrick L. Hayes or Joseph P. West, Jr. or any one of
them (with full power of substitution for me and in my name, place and stead) to
vote, including the right to vote cumulatively, all the common stock of said
Company, standing in my name on its books on March 19, 2003, at the Annual
Meeting of its shareholders to be held at The Wooden Spoon Restaurant, 1480
North High Street, Hillsboro, Ohio 45133, on April 22, 2003 at 10:00 a.m. (local
time), or any adjournments thereof with all the powers the undersigned would
possess if personally present as follows:

1. To elect two (2) members of Class III (term to expire 2006) to the
Board of Directors.

Nominees:

Donald Fender, Jr.
Richard S. Carr

----------------------------------- ----------------------------------------------- --------------------------------------------
For All Nominees Withhold Authority to Vote For all Nominees Withhold Authority to Vote For an
Individual Nominee
----------------------------------- ----------------------------------------------- --------------------------------------------
(Except as marked to the contrary) TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, CHECK THE "FOR ALL
[ ] [ ] NOMINEES" BOX AND STRIKE A LINE THROUGH THE
NAME OF THE NOMINEE FORM WHOM AUTHORITY IS
BEING WITHHELD.
----------------------------------- ----------------------------------------------- --------------------------------------------

2. To transact such other business as may properly come before the meeting or any adjournment thereof.

THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE ABOVE NOMINEES UNLESS OTHERWISE MARKED. IF ANY OTHER BUSINESS IS PRESENTED AT SAID
MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT. ALL SHARES REPRESENTED BY PROPERLY
EXECUTED PROXIES WILL BE VOTED AS DIRECTED.

The Board of Directors recommends a vote "FOR" the the directors nominated by the Board of Directors. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS and may be revoked prior to its exercise by either written notice or personally at the meeting or
by a subsequently dated proxy.

-------------------------------------------------------------------------------

- ----------------------------------------------------- -------------------------------------
(STOCKHOLDER SIGNATURE) (DATE)

Please Print Name(s)
--------------------------------------------------------------------

Please Print Number of Shares
-----------------------------------------------------------

(WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL
SHOULD SIGN. ALL JOINT OWNERS MUST SIGN.)

PLEASE SIGN AND RETURN IMMEDIATELY IN THE ENCLOSED POSTPAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.