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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
County Bank Corp
- --------------------------------------------------------------------------------
(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)(4) 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:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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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)
COUNTY BANK CORP
83 WEST NEPESSING STREET
LAPEER, MICHIGAN 48446
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO THE STOCKHOLDERS OF COUNTY BANK CORP
Notice is hereby given that the Annual Meeting of Stockholders of County Bank
Corp (the Corporation) will be held at the Lapeer Country Club, 3786 Hunt Road,
Lapeer, Michigan on Friday, April 21, 2006 at 3:00 p.m. for the following
purposes:
1. To elect the following three (3) directors to comprise Class III of
the Board of Directors, to serve a three (3) year term to expire at
the Annual Meeting of Stockholders in 2009: Michael H.Blazo, Thomas K.
Butterfield, Timothy Oesch.
2. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Only those stockholders of record at the close of business February 28, 2006
shall be entitled to notice of and to vote at said meeting or any adjournment
thereof.
You are cordially invited to attend the meeting in person. However, if you are
unable to be present, please execute and return promptly the enclosed proxy
which is solicited by the Board of Directors. The proxy is revocable and will
not affect your right to vote in person if you attend the meeting. If you are
unable to attend the meeting but desire to revoke your proxy, please contact
Laird Kellie, Secretary of the Corporation, prior to the date of the meeting.
Immediately following the meeting, wine and hors d'oeuvres will be served. I
welcome and encourage your attendance.
By Order of the Board of Directors
CURT CARTER
President & Chief Executive Officer
Dated March 27, 2006
1
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
COUNTY BANK CORP
LAPEER, MICHIGAN
MARCH 27, 2006
This Proxy Statement is furnished to the stockholders of County Bank Corp (the
Corporation) in connection with the solicitation, by the Board of Directors of
the Corporation, of proxies to be used in voting at the Annual Meeting of
Stockholders to be held on April 21, 2006 at 3:00 p.m., at the Lapeer Country
Club, 3786 Hunt Road, Lapeer, Michigan. Solicitation of proxies is being made by
mail or telephone by employees of the Corporation's subsidiary, Lapeer County
Bank & Trust Co. (the Bank), and all costs will be at the Corporation's expense.
These proxy materials, including the proxy card, were first sent to stockholders
on March 27, 2006.
Stockholders of record at the close of business on February 28, 2006 will be
entitled to vote. Each share is entitled to one vote on each matter to be voted
on at the meeting. On the record date, there were 3,000,000 shares authorized
and 1,080,946 shares of common stock, $5.00 par value, outstanding and entitled
to vote. This stock constitutes the only voting securities of the Corporation.
As of the record date, there are no shareholders who own in excess of five
percent (5%) of common stock.
ELECTION OF DIRECTORS
Pursuant to the terms of the Articles of Incorporation of the Corporation, the
Board of Directors is divided into three (3) classes, designated as Class I,
Class II and Class III, with each class consisting of approximately one-third of
the total number of directors as fixed from time to time by the Board of
Directors. The current number of members of the Board of Directors, as fixed by
the directors, is ten (10). The directors serve staggered three-year terms, so
that directors of only one class are elected at each Annual Meeting of
Stockholders. At the forthcoming annual meeting, the stockholders will be asked
to elect three (3) directors to serve in Class III of the Board of Directors.
Shares represented at the Annual Meeting in person or by proxy but withheld or
otherwise not cast for the election of directors, including abstentions and
broker non-votes, will have no impact on the outcome of the election of
directors. The three nominees to the Board of Directors receiving the most votes
will be elected.
Nominees for election at the forthcoming Annual Meeting are Michael H. Blazo,
Thomas K. Butterfield and Timothy Oesch, all of whom are present directors of
the Corporation. Nominations other than those made by or on behalf of management
must be made in accordance with Article III of the Corporation's Bylaws
requiring that advance notice and certain biographical information regarding the
proposed nominee be given to the Corporation. If elected, the nominees will
serve a three (3) year term, which shall expire at the Annual Meeting of
Stockholders in 2009, and until their successors are duly elected and shall have
qualified.
2
The persons named in the enclosed form of proxy will vote the proxy in
accordance with the choice specified. If no choice is specified, it is the
intention of the persons named in the enclosed form of proxy to elect the three
nominees named below.
INFORMATION AS TO NOMINEES
The names of the nominees for election as directors in Class III, together with
specific information about the nominees, are as follows:
DIRECTOR COUNTY BANK CORP
PRINCIPAL SINCE SHARES OWNED
OCCUPATION FOR (INCLUDING BENEFICIALLY* % OF
NAME AND AGE PAST FIVE (5) YEARS SUBSIDIARY) 2-28-06 OUTSTANDING
- ------------ ------------------- ----------- ---------------- -----------
Michael H. Blazo President 1987 20,012(s) 1.85
4531 Steeplechase Kirk Construction Co.
Metamora, MI 48455
Age: 58
Thomas K. Butterfield Of Counsel 1978 29,200(s) 2.70
1597 Peppermill Road Taylor, Butterfield, Riseman
Lapeer, MI 48446 Clark, Howell, Churchill & Jarvis P.C.
Age: 63 Attorneys at Law
Timothy Oesch President 1993 3,832(s)
1043 N. Madison St. Nolin, Oesch, Sieting & 1,050
------
Lapeer, MI 48446 Macksoud, P.C. 4,882 .45
Age: 54 Certified Public Accountants
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 2006 ANNUAL MEETING
CLASS I (TERM EXPIRES 2007)
Bruce J. Cady Vice President, County Bank Corp 2002 600(s)
1418 Tanglewood President 100
------
Lapeer, MI 48446 Lapeer County Bank & Trust Co. 700 .06
Age: 53
Curt Carter President & CEO 1979 8,470(s) .78
390 Myers Road County Bank Corp
Lapeer, MI 48446 Chairman & CEO Lapeer County Bank & Trust Co.
Age: 62
Ernest W. Lefever, DPM Doctor of Podiatry 1996 1,700(s)
2016 Lakeview Dr. 400
------
Lapeer, MI 48446 2,100 .19
Age: 59
Charles E. Schiedegger President of the Manufacturing 1991 6,455(s)
2848 Galway Bay Drive Group for Tapco, Intl. 5,873
------
Metamora, MI 48455 A Headwaters Company 12,328 1.14
Age: 65
CLASS II (TERM EXPIRES 2008)
David H. Bush, O.D. Doctor of Optometry 1987 28,316
1099 Pinetree 20,284(s)
------
Lapeer, MI 48446 48,600 4.50
Age: 55
Patrick A. Cronin Agent 1993
286 W. Coulter Road State Farm Insurance 1,978(s)
820
Lapeer, MI 48446 ------
Age: 52 2,798 .26
James F. Harrington President 1998 45,102(s) 4.17
3151 Oakwood Rd. H & H Tool, Inc.
Oxford, MI 48370 An automotive parts
Age: 64 manufacturer
* The shares set forth in the table above are shares, as known to management,
over which the nominee or director has sole voting and investment power
unless designated as (s) shared voting and investment power.
Executive Officers and Directors, as a group, own 174,192 shares or 16.11% of
the total outstanding shares of common stock of the Corporation as of February
28, 2006.
3
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
As the bulk of the assets of County Bank Corp are held in the single subsidiary,
Lapeer County Bank & Trust Co., the Corporation utilizes the committees of the
Bank. The Board of Directors of County Bank Corp met six times during 2005.
Lapeer County Bank & Trust Co. (the Bank) held sixteen meetings of its Board of
Directors, of which twelve were regularly scheduled meetings and four were
special meetings. During 2005, no director of the Bank or the Corporation
attended less than 75% of the aggregate number of regularly scheduled and
special meetings of the Corporation or the Bank, including meetings of the
various committees of the Board of Directors, on which they served. Currently,
members of the Board of Directors of the Corporation also serve on the Board of
Directors of the Bank, the Corporation's wholly owned subsidiary.
The Bank currently has the following committees of its Board of Directors:
trust, loan, loan review, audit, compensation, insurance, investment, capital
and nominating. The audit committee consists of Messrs. Oesch, Chairman;
Schiedegger, Cronin and Blazo. Their function is to oversee the work assigned to
Plante & Moran, PLLC, the Corporation's external auditor and the internal audit
staff. The committee met six times during 2005. The compensation committee
consists of Messrs. Butterfield, Chairman; Bush, and Cronin. The function of
this committee is to review salaries and benefits of the Bank's officers and
employees. The committee met three times during 2005. The Board of Directors has
a Nominating Committee. Each member of the Nominating Committee is independent
in accordance with Rule 4200(a)(15) of the National Association of Securities
Dealers listing standards, with the exception of Mr. Blazo. The Nominating
Committee does not have a charter covering its nominating or other functions.
While the Board of Directors will consider candidates for nomination recommended
by shareholders, it has not actively solicited recommendations from the
Corporation's shareholders for candidates nor established any policy or
procedures for this purpose. The Nominating Committee has determined that based
upon the Corporation's size and the accessibility of the directors and executive
management to the shareholders, no such policy or procedures are presently
required. Additionally, the identification and evaluation of all candidates for
nominee to the Board of Directors are undertaken on an ad hoc basis within the
context of the Corporation's strategic initiatives at the time a vacancy occurs
on the Board. In evaluating candidates, the Committee considers a variety of
factors, including the candidate's integrity, independence, qualifications,
skills, experience (including experiences in finance and banking), familiarity
with accounting rules and practices and compatibility with existing members of
the Board. Other than the foregoing, there are no stated minimum criteria for
nominees, although the Committee may consider such other factors as it may deem
at the time to be in the best interest of the Company and its shareholders,
which factors may change from time to time. The Nominating Committee did not
meet in 2005.
The Board of Directors has not established a formal process for security holders
to send communications to the Board of Directors. The Board of Directors has
determined that in light of the general accessibility of the directors in the
community served by the Corporation, no such process is required. Additionally,
neither the Board nor any committee thereof has implemented a formal policy
regarding director attendance at the Annual Meeting. Typically, the Board holds
its annual organizational meeting directly following the Annual Meeting, which
results in most directors being able to attend the Annual Meeting. In 2005, all
Directors but one attended the Annual Meeting.
4
REMUNERATION OF DIRECTORS AND OFFICERS
The following table summarizes compensation paid to the Chief Executive Officer
and the four most highly compensated executive officers other than the Chief
Executive Officer whose annual compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION ALL
---------------------- OTHER
NAME YEAR SALARY BONUS COMPENSATION
- ---- ---- ------------ ------- ------------
Curt Carter 2005 $214,739 $16,000 $30,748(1)
Chairman, Chief 2004 $205,897 $14,000 $30,436(2)
Executive Officer 2003 $198,387 $16,000 $30,929(3)
(1) Includes a $28,537 contribution to the Bank's profit sharing plan and a
$2,211 matching employer contribution to a 401(k)plan.
(2) Includes a $28,327 contribution to the Bank's profit sharing plan and a
$2,109 matching employer contribution to a 401(k)plan.
(3) Includes a $29,629 contribution to the Bank's profit sharing plan and a
$1,300 matching employer contribution to a 401(k)plan.
Bruce Cady 2005 $155,443 $13,000 $21,848(4)
President 2004 $142,284 $11,750 $20,026(5)
2003 $136,258 $12,500 $20,883(6)
(4) Includes a $20,276 contribution to the Bank's profit sharing plan and a
$1,588 matching employer contribution to a 401(k) plan.
(5) Includes a $18,576 contribution to the Bank's profit sharing plan and a
$1,450 matching employer contribution to a 401(k) plan.
(6) Includes a $19,470 contribution to the Bank's profit sharing plan and a
$1,413 matching employer contribution to a 401(k) plan
Laird Kellie 2005 $99,284 $8,100 $11,729(7)
Vice President 2004 $90,303 $7,150 $10,553(8)
2003 $87,535 $7,600 $11,347(9)
(7) Includes a $11,651 contribution to the Bank's profit sharing plan and a $78
matching employer contribution to a 401(k) plan.
(8) Includes a $10,472 contribution to the Bank's profit sharing plan and a $81
matching employer contribution to a 401(k) plan.
(9) Includes a $11,269 contribution to the Bank's profit sharing plan and a $78
matching employer contribution to a 401(k) plan
The corporation does not currently pay fees to its directors. The Bank pays fees
to each of its directors at the rate of $600 per board meeting. Additionally,
committee members are paid a fee of $150 for each committee meeting attended.
Audit Committee members received $200 for each meeting attended.
The Corporation does not currently compensate any of its officers, and has no
employees. Its wholly owned subsidiary, Lapeer County Bank & Trust Co.,
separately compensates its officers, who include the same individuals as the
executive officers of the Corporation.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation committee (the "Committee") consists of three directors who are
not employed by the Corporation or the Bank and are not eligible to participate
in any of the Corporation's benefit plans. The Committee submits the following
report.
Overview and Philosophy
The Committee, pursuant to authority delegated by the Board of Directors of the
Corporation, is responsible for determining compensation and benefit systems for
officers of the Bank. The Committee determines the annual salaries and other
compensation for officers based upon recommendations from the Corporation's
President, as well as information from the Bank's Human Resources Department and
independent outside consultants. With respect to the compensation of the
Corporation's President, in addition to the utilization of the Bank's Human
Resources Department and independent outside consultants, the other members of
the Board of Directors may provide input and recommendations.
5
The Committee's determinations relating to executive compensation are intended
to align the financial interests of the officers with the long-term interests of
the Corporation's shareholders, and attract and retain high performing officers
to lead the Corporation to greater levels of profitability.
The compensation package structured for the Bank's officers has two components.
Base compensation (including salary, profit sharing, welfare benefits, and
perquisites) and cash awards under a bonus plan for performance during the year.
Base Compensation
Base compensation for the Bank's officers has been established at competitive
levels based upon information available to the Committee relating to
compensation for corresponding positions at similarly situated financial
institutions. Officer salaries are evaluated on a periodic basis utilizing
information from independent outside consultants, the Bank's Human Resources
Department and input from the Corporation's President. The Committee also takes
into account individual performance, experience and unique contributions or
needs for certain expertise required by the Corporation when determining the
actual base salary for each officer.
Base Compensation of the Chief Executive Officer
The committee reviewed Mr. Carter's performance for 2005 in December of that
year and awarded him a 1.8% merit increase effective January 1, 2006. Mr. Carter
proposed this level of increase due to his intention to relinquish his position
as Chief Executive Officer of the Corporation in July of 2006 and reduce his
workload. The Committee accepted his proposal. In support of the increase, the
Committee first noted that the Corporation maintained earnings similar to the
previous year without the benefit of one time gains and earnings continue to
exceed peer group measures. Credit quality remains strong in a trying economic
environment. External audit and examination reports indicate that management
controls remain strong. The Committee noted Mr. Carters's initiation and support
of a management transition that will position the Corporation for future
profitability.
Bonus plan
All of the Bank's employees that were employed prior to September participated
in a cash bonus plan. The cash bonus plan is designed to motivate the Bank's
employees to achieve goals based on net earnings of the Bank. The dollar amount
of the cash bonus was recommended by the Chairman and Chief Executive Officer of
the Bank based on the Bank's operating earnings and growth. The Board of
Directors ratified the cash bonus at its December 2005 meeting. The cash bonus
was established at $147,225.
Chief Executive Officer's award
Mr. Carter received an award of $16,000 for 2005. The Committee reviewed the
performance of the Bank against the targeted goals. The Corporation recorded
similar operating earnings in 2005 as compared to 2004 while bearing the burden
of the Comerica loan for a full year and continued to outperform peer banks as
measured by the FFIEC. The Corporation's stock price remains strong. Based on
Mr. Carter's leadership in initiating a management transition for the future
welfare of the Corporation, introduction of new products and services that
position the Corporation for future growth and efforts to position the
Corporation for future earnings, the committee recommended the award.
THE COMPENSATION COMMITTEE
Thomas K. Butterfield, Chairman
David H. Bush
Patrick Cronin
6
COMPENSATION COMMITTEE AND TRANSACTIONS
WITH DIRECTORS & OFFICERS
Compensation Committee Interlocks and Insider Participation
The Compensation Committee Chairman, Mr. Thomas K. Butterfield, is Of Counsel to
the law firm of Taylor, Butterfield, Riseman, Clark, Howell, Churchill & Jarvis
P.C., which rendered legal services to the Corporation's wholly owned
subsidiary, Lapeer County Bank & Trust Co. during 2005. Lapeer County Bank &
Trust Co. plans to employ this firm for legal services in 2006.
Other Transactions with Officers and Directors
Some of the directors and officers of the Corporation and the companies with
which they are associated were customers of and had banking transactions with
the Bank in the ordinary course of the Bank's business during 2005. All loans
included in such transactions were made on the same terms and conditions as
those prevailing at the time for other borrowers, and in the opinion of the
management of the Bank, did not involve more than a normal risk of
collectibility. On December 31, 2005, loans approximating $7,229,000, which is
equal to 23% of stockholders' equity, were outstanding to directors, officers
and their associated companies.
During 2005 the Bank paid legal fees in the amount of $38,326 to the firm of
Taylor, Butterfield, Riseman, Clark, Howell, Churchill & Jarvis P.C., of which
Mr. Butterfield is Of Counsel. The Bank expects to receive legal services from
that firm during 2006.
Mr. Blazo is President of Kirk Construction Co. During 2005 the Bank paid
$472,303 to Kirk Construction Co. as construction manager. Kirk Construction Co.
may serve as construction manager for future construction projects of the
Corporation.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of County Bank Corp's Board of Directors (the "Committee")
is composed of four directors and operates under a written charter adopted by
the Board of Directors. A copy of this charter was provided to shareholders as
an appendix to the proxy materials delivered in connection with our 2004 annual
meeting. The members of the Committee are Timothy Oesch, Michael Blazo, Charles
Schiedegger and Patrick Cronin, each of whom is "independent" as the term is
defined by the National Association of Securities Dealers listing standards,
with the exception of Mr. Blazo. The Board has determined that Mr. Oesch is a
"financial expert," as that term is defined under regulations of the Securities
and Exchange Commission. The Committee has exclusive authority with respect to
the selection of the Corporation's independent accountants.
Management is responsible for the Corporation's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Corporation'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
Corporation's consolidated financial statements were
7
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 Corporation's independent accountants also provided to the Committee the
written disclosures 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 Corporation 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 Corporation's Annual Report for the year ended
December 31, 2005.
THE AUDIT COMMITTEE
Timothy Oesch, Chairman
Charles Schiedegger
Michael Blazo
Patrick Cronin
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Corporation's officers, directors, and persons who own more than ten percent of
a registered class of the Corporation's equity securities to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Officers and directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Corporation with copies of all Section 16(a) forms
that they file.
Based solely on review of the copies of such forms furnished to the Corporation
or written representations that no Form 5s were required, the Corporation
believes that all Section 16(a) filing requirements applicable to officers and
directors were complied with. The Corporation has no shareholders who are ten
percent beneficial owners.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements of the Corporation were reported on by Plante & Moran,
PLLC, a firm of independent public accountants (the Firm). Their opinion appears
in the 2005 Annual Report of the Corporation. The Firm has been named the
external auditor through the 2006 fiscal year. A representative of the Firm will
be present at the Annual Meeting and will be available to answer questions asked
by the stockholders and will be offered an opportunity to make a statement.
8
Plante & Moran, PLLC received fees from the Corporation as follows:
2005 2004
---------- ----------
Audit fees $55,750.00 $51,100.00
Audit related fees $ 4,970.00 $ 8,000.00
Tax fees $ 5,000.00 $10,800.00
All other fees $ 2,100.00(1) $ 1,500.00(2)
---------- ----------
$67,820.00 $71,400.00
(1) Attendance at a Seminar (100.00). Salary administration program update
(2,000.00)
(2) Membership in a regulatory compliance group with other community banks.
SHAREHOLDER RETURN
Set forth below is a graph which summarizes the cumulative return experienced by
the Corporation's shareholders over the past five years compared with the S&P
500 Index and the S&P Major Regional Banks Index. The presentation assumes that
the value of the investment in the Corporation's common stock and each index was
$100 on January 1, 2000 and that all dividends were reinvested.
CUMULATIVE TOTAL RETURNS
(PERFORMANCE GRAPH)
2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ----
County Bank Corp $100 $111 $125 $139 $144 $147
S&P 500 $100 $ 88 $ 69 $ 88 $ 98 $103
S&P Bank Index $100 $100 $ 99 $125 $143 $141
9
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
Only one Proxy Statement and/or Annual Report is/are being delivered to multiple
security holders sharing an address unless the Company has received contrary
instructions from one or more of the security holders. The Company will deliver
promptly, upon written or oral request, a separate copy of the Proxy Statement
and/or Annual Report to a security holder at a shared address to which a single
copy of the documents was delivered. To request separate delivery of these
materials now or in the future, a security holder may submit a written request
to Laird A. Kellie, Secretary, County Bank Corp, P.O. Box 250, Lapeer, Michigan
48446 or call (810) 664-2977. Additionally, any security holders presently
sharing an address who are receiving multiple copies of the Proxy Statement
and/or Annual Report and would like to receive a single copy of such materials
may do so by directing their request to the Company in the manner provided
above.
OTHER MATTERS
The Board of Directors knows of no other matters which are to be brought before
the Annual Meeting. However, if any other matters properly come before the
meeting, of which the Corporation had no notice at least 45 days prior to the
anniversary of the mailing date of last year's proxy materials, it is the
intention of the persons named in the enclosed form of proxy to vote such proxy
in accordance with the judgment and recommendations of the Board of Directors. A
proxy may be revoked before its exercise by either written notice or personally
at the meeting or by a subsequently dated proxy.
County Bank Corp was issued a new CUSIP number as a result of the recent stock
splits. The CUSIP number is 222407207 effective March 13, 2006.
STOCKHOLDER PROPOSALS
The deadline to submit a proposal to be included in next year's Proxy Statement
and acted upon at the Annual Meeting to be held in 2007 is November 27, 2006.
Proposals from shareholders for next year's annual meeting received by the
Corporation after February 12, 2007 will be considered untimely. With respect to
such proposals, the Corporation will vote all shares for which it has received
proxies in the interest of the Company as determined in the sole discretion of
its Board of Directors. Proposals should be sent by certified mail, return
receipt requested to Laird A. Kellie, Secretary, County Bank Corp, 83 W.
Nepessing Street, P.O. Box 250, Lapeer, Michigan 48446.
Curt Carter
Chairman and
Chief Executive Officer
10
COUNTY BANK CORP
PROXY FOR 2006 ANNUAL MEETING
The undersigned stockholder of County Bank Corp hereby appoints Curt Carter
and/or Laird Kellie or _______________________________ as proxies with full
power of substitution to vote all of the capital stock of County Bank Corp,
Lapeer, Michigan, registered in the name of the undersigned at the close of
business on February 28, 2006 at the Annual Meeting of Stockholders of County
Bank Corp, Lapeer, Michigan, to be held at 3:00 p.m., Friday, April 21, 2006 at
the Lapeer Country Club, 3786 Hunt Road, Lapeer, Michigan.
1. To elect the following nominees to the Board of Directors:
Class III Directors (Term expires 2009): Michael H. Blazo
Thomas K. Butterfield
Timothy Oesch
FOR ( ) WITHHOLD ( )
(NOTE: Withhold authority to vote for a nominee by placing his name on the line
below:)
_________________________________________________________________________
2. To transact such other business as may properly come before the meeting or
any adjournment thereof:
This proxy confers authority to vote "FOR" each proposition listed above unless
"WITHHOLD" is indicated. If any other business is presented at the meeting, of
which the Corporation had no notice at least 45 days prior to the anniversary or
the mailing date of last year's proxy materials, this proxy shall be voted in
accordance with the judgment and recommendations of the Board of Directors. All
shares represented by properly executed proxies will be voted as directed.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The proxy may be revoked prior to
its exercise by either written notice or personally at the meeting or by a
subsequently dated proxy.
DATED __________ NUMBER OF SHARES ______ _____________________________________
-------------------------------------
Signature(s) of Stockholder(s)
(All joint owners must sign. When
signing as Attorney, Executor,
Administrator, Trustee, or Guardian,
please give full title.
If more than one Trustee, ALL should
sign.)
PLEASE SIGN AND RETURN
IMMEDIATELY IN THE ENCLOSED ENVELOPE.