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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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 sec.240.14a-11(c) or sec.240.14a-12
SECURITY BANC CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SECURITY BANC CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
(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:
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SECURITY BANC CORPORATION
40 SOUTH LIMESTONE STREET
SPRINGFIELD, OHIO 45502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of Security Banc Corporation will be held at
the Main Office of The Security National Bank and Trust Co., 40 South Limestone
Street, Springfield Ohio, on Tuesday, April 16, 1996 at 2:00 p.m. for the
purpose of considering and voting upon the following matters:
1. To elect three directors of Class II to serve until the Annual Meeting
of Shareholders in 1999 or in the case of each director until his
successor is duly elected and qualified.
2 To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on February 29, 1996 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. All shareholders are cordially invited to attend
the meeting in person. However, if you do not expect to attend the meeting in
person, please fill in, date, sign, and return the enclosed Proxy Card.
By Order of the Board of Directors
J. William Stapleton
Secretary
Springfield, Ohio
March 15, 1996
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SECURITY BANC CORPORATION
PROXY STATEMENT
40 SOUTH LIMESTONE STREET
SPRINGFIELD, OHIO 45502
MARCH 15, 1996
(MAILING DATE)
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed form of proxy is being solicited on behalf of the Board of
Directors of Security Banc Corporation for use at the Annual Meeting of
Shareholders and any adjournment thereof. The Annual Meeting will be held on
Tuesday, April 16, 1996, at the time and place for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. Shares represented by
properly executed proxies, if such proxies are received in time and not revoked,
will be voted at such meeting in accordance with any specifications thereon
or, if no specifications are made, will be voted as set forth therein. Any proxy
may be revoked at any time before it is exercised by receipt of later proxy, by
receipt by the secretary of a revocation, or by ballot at the meeting.
The persons named as proxies were selected by the Board of Directors of the
Corporation. No officer or employee of the Corporation was named as proxy.
The cost of the solicitation of proxies will be borne by the Corporation. In
addition to using the mail, proxies may be solicited by personal interview,
telephone, and wire. Officers and regular employees of the Corporation and its
subsidiary, The Security National Bank and Trust Co., will not receive any
compensation for the solicitation of proxies.
VOTING SECURITIES
The Board of Directors has fixed the close of business on Thursday, February 29,
1996 as the record date for the determination of Shareholders entitled to notice
of and to vote at the Annual Meeting. On the record date, the outstanding
capital stock of the Corporation consisted of 5,107,834 shares, par value three
dollars and an eighth ($3.125) per share, each of which is entitled to one (1)
vote at the meeting. Each such share is entitled to one (1) vote on all matters
properly coming before the Annual Meeting.
PRINCIPAL SHAREHOLDERS
As of January 5, 1996 Security National Bank and Trust Co., as Trustee, held in
trust 904,125 shares, amounting to eighteen percent (18%) of the common shares
of the Corporation. The shares are held by them in their fiduciary capacity
under various agreements as Trustee. The Trustee has advised the Corporation
that it has sole voting power for 794,895 shares and shared voting power for
97,078 shares.
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Cede & Co., Box 20, Bowling Green Station, New York, NY, 10004 holds 427,744
shares (8.4%) interest on behalf of Director Dwight W. Hollenbeck. Mr. Richard
L. Kuss and his wife Barbara, 1130 Vester Avenue, Suite A, Springfield, Ohio,
45503 are the owners of 212,368 shares (4.2%) and 121,572 shares (2.4%),
respectively. They have combined beneficial ownership of 333,940 shares (6.5%).
The Board of Directors has no knowledge of any other person who owned of record
or beneficially more than five percent (5%) of the outstanding common shares of
the Corporation.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of Security Banc Corporation is divided into three (3)
classes, with the terms of office of each class ending in successive years. The
terms of Directors of Class II expire with this Annual Meeting. The Directors of
Class I and Class III will continue in office. The Shareholders are being asked
to vote on the re-election of the three (3) Directors in Class II. Nominees are
to be elected to serve until the 1999 Annual Meeting of Shareholders and until
their respective successors are fully elected and have qualified. It is intended
that shares represented by the proxies will, unless contrary instructions are
given, be voted for the three (3) nominees as listed below. Although Management
does not expect that any nominee will be unavailable for election, in the event
that vacancies occur unexpectedly, the shares will be voted for substitute
nominees, if any.
The Board of Directors of the Corporation has, by resolution of the Board, fixed
and determined the number of Directors at nine (9) persons in accordance with
Article III, Section I of the Code of Regulations of the Corporation. All
nominees are presently Directors of the Corporation.
Listed are the name of three (3) nominees for election to the Board of Directors
along with present Directors of Class I and Class III, their principal
occupations and other directorships, their age, the year in which each first
became a Director, the number of shares of the Corporation's Common Stock
beneficially owned by each, directly or indirectly as of the close of business
December 31, 1995, and percent of class.
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NOMINEES FOR DIRECTORS OF CLASS II
For Three Year Term Expiring Annual Meeting 1999
Name Share of
Position with Common Stock Percent
Corporation/Bank Director Beneficially of
or Occupation Age Since Owned Class
Larry D. Ewald 57 1987 20,768(1) *
President
Process Equipment Co.
Richard E. Kramer 61 1988 11,218(2) *
President
Fulmer Supermarkets, Inc.
W. Dean Sweet 67 1970 1,648 *
Chairman of the Board & CEO
Sweet Manufacturing Co.
(Conveyors, Conveying Equipment)
MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS III
Term Expiring Annual Meeting 1997
Dwight W. Hollenbeck 86 1939 428,384(3) 8.4%
Chairman of the Board
The Credit Life Companies, Inc.
Larry E. Kaffenbarger 54 1995 1,740 *
President
Kaffenbarger Truck Equipment Co.
Chester L. Walthall 54 1994 1,336(4) *
President
Heat Treating Inc.
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MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS I
Term Expiring Annual Meeting 1998
Harry O. Egger 56 1977 88,494(5) 1.7%
Chairman of the Board, President & CEO
Security Banc Corporation
The Security National Bank and Trust Co.
Jane N. Scarff 67 1990 9,240 *
Vice President
Scarff Nursery, Inc.
(Production Nursery)
Thomas J. Veskauf 64 1986 2,662(6) *
Partner
Gorman, Veskauf, Henson & Wineberg
Attorneys at Law
*Less than one percent (1%).
The following statement pertains to the nominees and Directors:
When appropriate, each nominee includes in his or her beneficial holdings of the
Corporation's stock, shares held by or in trust for the respective nominee's
spouse, minor children and/or relatives having the same home as the nominee,
shares held by such nominee as fiduciary where the nominee has the right to vote
or dispose of such shares and such nominee disclaims any beneficial ownership of
such shares.
(1) Includes 7,276 shares owned by the wife of Larry D. Ewald and includes
4,000 shares held in a trust as to which Larry D. Ewald, as co-trustee,
shares investment and voting power.
(2) Includes 960 shares owned by the wife of Richard E. Kramer and includes
8004 shares held in trust.
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(3) Includes 427,744 shares held in Trust.
(4) Includes 1,016 shares held by the wife of Chester L. Walthall.
(5) Includes 30,000 shares owned by the wife of Harry O. Egger and includes
24,720 stock options granted to Harry O. Egger, which are exercisable.
(6) Includes 522 shares owned by the wife of Thomas J. Veskauf.
As of December 31, 1995, the Directors and Executive Officers of the
Corporation, as a group, beneficially owned an aggregate of 635,009 shares of
the Corporation's Common Stock which constitutes approximately twelve percent
(12%) of the shares outstanding.
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MEETINGS OF THE CORPORATION/BANK BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
During 1995, the Corporation's Board of Directors had five (5) regularly
scheduled meetings. All of the directors attended at least seventy-five percent
(75%) of the regularly scheduled meetings except Director Hollenbeck.
The Executive Committee rotates on a regularly scheduled basis. Those members of
the Committee at December 31, 1995 were Directors Egger, Ewald, Kramer, Veskauf,
and Walthall. The Executive Committee is empowered to exercise powers and
perform all duties of the Board of Directors when the Board is not in session.
The Executive Committee met four (4) times in 1995.
The Executive Compensation Committee of the Corporation/Bank is composed of
Directors Ewald, Scarff and Sweet. The Executive Compensation Committee met two
(2) times in 1995. The purpose of the Executive Compensation Committee is to
establish and execute compensation policy and programs for executives of the
organization.
The Audit Committee of the Corporation/Bank is composed of members of the Board
of Directors rotating on a regularly scheduled basis, all of whom were present
for at least seventy- five percent (75%) of the meetings of this Committee.
Directors Ewald, Hollenbeck, Kaffenbarger, and Veskauf were members of the
Committee as of December 31, 1995. The Audit Committee met four (4) times in
1995. The function of the Audit Committee consists of reviewing, with the
Company's internal auditor and the independent auditors, the scope and results
of procedures for auditing and the adequacy of the system of internal controls.
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The Corporation has no standing Nomination Committee. Nominations for election
to the Board of Directors will receive full consideration by the Executive
Committee. Shareholders desiring to make valid nominations for the election of
the Board of Directors need to comply with the statements in the section
entitled "Shareholder Proposals".
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
This Committee deals with compensation issues as they pertain to executive
officers.
Each year the Compensation Committee reviews several areas as they relate to the
Chief Executive Officer's compensation package. The Committee reviewed the CEO
salaries at peer banks of our asset size, return on average assets, midwest
location and population size. The Committee also reviewed the salaries of
specific banks of similar size. The Chief Executive Officer is charged with the
development and retention of employees and the Corporation's community
involvement as these result in maintaining a positive Corporate image. Harry O.
Egger participates only in the compensation decisions for the other officers and
does not participate in compensation decisions for himself.
Based on the performance of the Corporation and its increased value for the
shareholder as well as being rated one of the top performing community banks in
the State of Ohio, the Committee believes Mr. Egger's compensation is a fair
reflection of the services he performs for the Corporation.
THE EXECUTIVE COMPENSATION COMMITTEE MEMBERS
Larry D. Ewald
Jane N. Scarff
W. Dean Sweet
FINANCIAL PERFORMANCE
The graph summarizes cumulative return experienced by the Corporation/Bank's
shareholders over the years 1991 through 1995, compared to the S&P 500 Stock
Index, and the Mid-Atlantic Bank Index:
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG
SECURITY BANC CORPORATION, MID-ATLANTIC BANK INDEX** AND S&P 500
S & P 500 Mid Atlantic SBC Date
100 100 100 12/31/90
130.7 126.3 115.5 12/31/91
140.7 185 144.4 12/31/92
154.4 235.1 165.2 12/31/93
156.5 233.4 184.9 12/31/94
215.4 316.6 225.1 12/31/95
Assumes $100 invested on 12-31-90 in Security Banc Corporation, Mid-Atlantic
Bank Index, and S & P 500.
* Total return assumes reinvestment of dividends.
** Mid-Atlantic Bank Index is composed of 29 bank holding companies with total
assets at September 30, 1995 of between $250 million and $2.5 billion
headquartered in NJ, NY, OH, and PA.
The financial information upon which the S & P 500 and Mid-Atlantic Bank Index
has been compiled from information issued by the companies themselves or other
secondary sources. Although these sources are considered to be reliable,
management makes no representations or warranties with respect to the accuracy
or completeness of this analysis or the underlying data, and specifically
disclaims any implied warranties of merchantability or fitness for any
particular purpose. This analysis does not purport to be a complete analysis nor
does it constitute an offer or recommendation to buy or sell any securities.
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EXECUTIVE COMPENSATION
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Corporation/Bank's chief
executive officer and each of the Corporation/Bank's most highly compensated
executive officers (the "named executives") during each of the last three (3)
fiscal years.
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SUMMARY COMPENSATION TABLE
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Annual Long Term
Compensation Compensation
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All Other
Name and Principal Stock Options Compensation (1)
Position Year Salary Bonus # $
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Harry O. Egger 1995 315,000 50,000 - 8,024
Chairman of the Board 1994 263,000 35,200 - 8,242
Chief Executive Officer 1993 243,000 25,200 - 8,662
and President
William C. Fralick 1995 90,000 12,000 - 3,674
Vice President,Senior 1994 73,615 11,710 - 3,750
Lending Officer 1993 67,615 6,200 - 2,797
J. William Stapleton 1995 90,000 12,000 - 3,674
Vice President, Chief 1994 71,230 12,735 - 3,659
Financial Officer 1993 66,231 6,200 - 3,410
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<FN>
(1) All amounts shown include funds contributed or allocated pursuant to the
401 (K) Profit Sharing Savings Plan and Fringe Benefit Plan.
COMPENSATION OF DIRECTORS
During 1995, directors of the Bank met monthly and received a single annual
retainer of $1,200 and a fee of $600 per meeting attended ($200 for committee
meetings). Directors who are also employees received no additional compensation
for service on the Board. Pursuant to a Deferred Compensation Plan, directors
may annually defer any amount of their compensation as directors until age
seventy (70) or until they cease to serve on the Board, whichever occurs last.
The deferred funds bear interest until paid at an annually adjusted rate equal
to one- fourth percent (1/4%) greater than the average bond equivalent yield to
maturity on one-year United States Treasury Bills in effect for the first five
(5) business days in December immediately preceding such calendar year, unless
an alternate rate is set by the Committee for that year at least fifteen (15)
days before the beginning of the year.
EMPLOYMENT AGREEMENTS
The employment agreement with Harry O. Egger will automatically be extended on
January 1, of each year so that it provides for a continuing five (5) year
employment contract. In the event the Corporation/Bank ceases to exist as a
corporate entity, Harry O. Egger shall be paid in cash, as a lump sum, equal to
two-point-nine (2.9) times his annual base compensation determined by averaging
the same over the five (5) years immediately prior to the occurrence.
STOCK OPTION COMMITTEES INTERLOCKS AND INSIDER PARTICIPATION
The Stock Option Committee members are Directors Ewald, Scarff and Sweet.
401(K) PROFIT SHARING SAVINGS PLAN
All employees of Security National Bank and Trust Co. become eligible
participants in the plan when they have completed one (1) year of eligibility
service; have worked at least five hundred (500) hours, and are at least age
twenty-one (21). Eligible participants may make contributions to the plan by
deferring up to fifteen percent (15%) of their annual earnings.
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The Board of Directors of Security National Bank and Trust Co. annually
determines the Bank's matching contribution to the plan. For the plan year
ending December 31, 1995, the matching contribution was fifty percent (50%) of
the employee's contribution up to the first six percent (6%) of annual earnings
contributed by the participant. The contribution by the Bank for 1995 was
$110,000.
Employee contributions are one hundred percent (100%) vested immediately. The
Bank's matching contributions are vested at twenty percent (20%) for each year
of eligibility service, based on a five (5) year vesting schedule.
Distributions are made from the plan to the individual participants in the event
of normal or early retirement, disability, termination of employment or to the
designated beneficiary in the event of death.
RETIREMENT PLANS
The following table shows estimated annual benefits payable for life to
participants upon retirement at age sixty-five (65) in 1995 under the Security
National Bank Pension Plan based upon combinations of compensation levels and
years of service:
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PENSION PLAN TABLE
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Approximate Annual Retirement Benefit Upon Retirement at Age 65
Average Annual Before Adjustments (1) (2) (3)
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Salary (3)
15 20 25 30 or more
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100,000 31,717 42,290 52,862 63,434
125,000 40,230 53,640 67,050 80,459
150,000 48,742 64,990 81,237 97,484
175,000 56,120 75,205 94,290 113,374
200,000 63,497 85,420 107,342 120,000 (4)
225,000 69,170 (4) 93,275 (4) 117,379 (4) 120,000 (4)
250,000 69,170 (4) 93,275 (4) 117,379 (4) 120,000 (4)
300,000 69,170 (4) 93,275 (4) 117,379 (4) 120,000 (4)
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<FN>
(1) For the purpose of computing a benefit under the Plan on December 31, 1995,
Harry O. Egger, William C. Fralick, and J. William Stapleton have twenty
(20), nineteen (19), and eighteen (18) years of credit service
respectively.
(2) The Bank maintains a Retirement Plan that provides for the payment of a
monthly retirement benefit commencing, in most cases, at the normal
retirement age of sixty-five (65). The benefits are purchased from
contributions made by the employer from year-to- year. The amount of the
benefit is determined pursuant to a formula contained in the Retirement
Plan which, among other things, takes into account the employee's average
earnings in the highest sixty (60) consecutive calendar months. Accrued
benefits are fully
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vested after five (5) years of vesting service.
(3) ERISA 1995 maximum annual compensation limit of $150,000 used to determine
these benefits.
(4) Maximum IRC Section 415 annual pension payable in 1995 assuming a minimum
of ten (10) years participation.
REPORT OF THE STOCK OPTION COMMITTEE
The Stock Option Committee of the Board of Directors determines stock option
grants to executive officers and other eligible employees. Stock options are
intended to encourage key employees to remain employed by the Corporation/Bank
by providing them with a long term interest in the Corporation/Bank's overall
performance as reflected by the performance of the market of the
Corporation/Bank's Common Stock.
The Security Banc Corporation 1987 and 1995 Stock Option Plans are administered
by the Board of Directors of the Corporation. The aggregate number of common
shares of the Corporation which may be issued under the Plans are two hundred
thousand (200,000) and forty thousand (40,000) shares, respectively.
Under the terms of the Plan, the Corporation may grant stock options to Officers
and certain key Executives. The options, which must be granted at fair market
value, expire ten (10) years from the date of grant.
All outstanding incentive stock options entitle the holder to purchase shares at
prices equal to the fair market value of the shares on the dates the options
were granted. The fair market value of a share of the Corporation's Common Stock
was $28.50 as of December 31, 1995.
The following table sets forth certain information regarding individual
exercises of stock options during 1995 by each of the names executives:
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AGGREGATED OPTION EXERCISES IN 1995
AND YEAR END OPTION VALUE
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Number of Value of
Unexercised Unexercised
Options at Options at
Shares 12/31/95 12/31/95
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
(#) (#)
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Harry O. Egger 0 0 24,720 / 0 $457,170 / $0
William C. Fralick 0 0 4,840 / 0 $ 83,115 / $0
J. William Stapleton 1,400 24,150 4,000 / 0 $ 66,000 / $0
==========================================================================================================================
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Generally, option grants to executive officers are a reflection of the
executive's attainment of Corporation/Bank and personal goals.
STOCK OPTION COMMITTEE MEMBERS
Larry D. Ewald
Jane N. Scarff W. Dean Sweet
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Corporation's banking subsidiary has, and expects in the future to have,
transactions with corporations in which Directors and Officers of the Company
are active as Directors, Officers, or substantial Shareholders. These
transactions are undertaken in the ordinary course of business and on
substantially the same terms and conditions as comparable transactions with
other corporations. The Bank has made, and expects in the future to make, loans
to such Directors, Officers and their associates. These loans are made in the
ordinary course of business, on substantially the same terms, including interest
rates and collateral as those prevailing at the time for comparable transactions
with other persons and do not involve more than normal risk of collectibility or
present any other unfavorable terms.
The firm of Gorman, Veskauf, Henson & Wineberg, Attorneys-at-Law of which Thomas
J. Veskauf is a partner was paid fees for various legal services performed for
the Corporation during the year ended December 31, 1995.
RELATIONSHIP WITH CERTIFIED PUBLIC ACCOUNTANT
The Security Banc Corporation Board of Directors has retained the professional
services of Ernst & Young, Certified Public Accountants for 1996. The
Corporation's financial statements for the previous fiscal year were examined by
Ernst & Young. In connection with the audit function, Ernst & Young also
reviewed the 10-K filing with the Securities and Exchange Commission.
SHAREHOLDER PROPOSALS
Shareholders of the Corporation who wish to make a proposal to be included in
the Proxy Statement and Proxy of the Corporation's Annual Meeting of
Shareholders which, unless changed, will be held on April 15, 1997, must cause
such proposal to be received by the Corporation at its principal office no later
than October 18, 1996. Each proposal submitted should be accompanied by the name
and address of the Shareholder submitting the proposal and number of shares
owned. The proxy rules, as implemented by the Securities Exchange Act of 1934,
govern the content and form of Shareholder proposals. All proposals must be a
proper subject for action at the 1997 Annual Meeting.
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OTHER BUSINESS
The Board of Directors does not know of any other matters to be presented at the
Annual Meeting. However, if any other matters do come before such meeting or an
adjournment thereof, it is intended that the holders of the proxies will vote in
accordance with the recommendation of Management.
Harry O. Egger
Chairman of the Board
President and Chief Executive Officers
March 15, 1996
THIS FORM 10-K ANNUAL REPORT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS AVAILABLE WITHOUT CHARGE AFTER MARCH 31, 1996. TO OBTAIN
A COPY, CALL (513) 324-6874 OR WRITE TO SHAREHOLDER RELATIONS, SECURITY
BANC CORPORATION, 40 SOUTH LIMESTONE STREET, SPRINGFIELD, OHIO 45502.
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/X/ PLEASE MARK VOTES REVOCABLE PROXY With- For All
AS IN THIS EXAMPLE SECURITY BANC CORPORATION For hold Except
1. To elect three directors of Class II: / / / / / /
PROXY FOR ANNUAL MEETING
APRIL 16, 1996 Larry D. Ewald, Richard E. Kramer,
W. Dean Sweet
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareholder
of Security Banc Corporation, Springfield, Ohio do hereby nominate INSTRUCTION: To withhold authority to vote for any
and constitute and appoint Vincent J. Demana and Deborah L. Hill individual nominee, mark "For All Except" and write
or any one of them with full power to act alone my true and lawful that nominee's name in the space provided below.
attorney(s) with full power of substitution for me and in my name, _______________________________________________________
place and stead to vote all the Common Stock of said Corporation,
standing in my name on the books on Thursday, February 29, 1996, at
the Annual Meeting of its Shareholders to be held at the Main
Office, The Security National Bank and Trust Co., Springfield,
Ohio, on April 16, 1996 at 2:00 p.m. or at any adjournment thereof This proxy confers discretionary authority to vote
with all the powers the undersigned would possess if personally "for" each proposition listed unless otherwise indicated.
present as follows: If any other business is presented at said meeting, this
proxy shall be voted in accordance with the recommenda-
dations of the Board of Directors.
The Board of Directors recommends a vote "for" each of
the listed propositions. This proxy is solicited on behalf
of the Corporation's Board of Directors and may be revoked
prior to the exercise. Please sign and date this proxy and
return it in the enclosed envelope.
Please be sure to sign and date Date
this Proxy in the box below. ____________________ Please sign exactly as your name appears on this card.
When signing as attorney, executor, administrator, trustee
____________________________________________________________ or guardian, please give your full title. If shares are
Shareholder sign above Co-holder (if any) sign above held jointly, each holder should sign.
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Detach above card, sign, date and mail in postage paid envelope provided.
SECURITY BANC CORPORATION
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY