SCHEDULE 14A
(Rule 14a-101)
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
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
F & M BANK CORP.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided in 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.
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(1) Amount previously paid:
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(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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F & M BANK CORP.
Timberville, Virginia
Notice of Annual Meeting of Shareholders
To the Shareholders of F & M Bank Corp.
The annual meeting of shareholders of F & M Bank Corp. (the Company)
will be held on Saturday, April 13, 2002, at 5:30 P.M. at Broadway High School,
Broadway, Virginia, for the following purposes:
1. Election of three directors for three-year terms expiring in 2005.
2. Ratification of the appointment of S. B. Hoover & Company, L.L.P.
as independent auditors for 2002.
3. Transaction of such other business as may properly come before the
meeting. Management is not aware of any other business, other than
procedural matters incident to the conduct of the Annual Meeting.
Only shareholders of record at the close of business on February 22,
2002 are entitled to notice of and to vote at the annual meeting or any
adjournments thereof.
To assure that your shares are represented at the annual meeting,
please complete, date and sign the enclosed proxy, and return it as soon as
possible in the enclosed postage prepaid envelope. You may amend your proxy at
any time prior to the closing of the polls at the meeting.
By Order of the Board of Directors
/s/ Larry A. Caplinger
Larry A. Caplinger, Secretary
March 8, 2002
F & M BANK CORP.
P. O. Box 1111
Timberville, Virginia 22853
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the annual meeting of shareholders of F & M Bank Corp.
(the Company) to be held Saturday, April 13, 2002 at 5:30 P.M. at Broadway High
School, Broadway, Virginia, and at any adjournments thereof (the Annual
Meeting). The principal executive offices of the Company are located on Main
Street, Timberville, Virginia 22853. The approximate mailing date of this Proxy
Statement and the accompanying proxy is March 8, 2002.
The accompanying proxy is solicited by the Board of Directors of the
Company (the Board). The cost of the solicitation of proxies will be borne by
the Company. Solicitations will be made only by the use of the mail, except
that, if necessary, officers, directors and regular employees of the Company, or
its affiliates, may make solicitations of proxies by telephone, telegraph or by
personal calls. Brokerage houses and nominees may be requested to forward the
proxy solicitation material to the beneficial owners of the stock held of record
by such persons, and the Company may reimburse them for their charges and
expenses in this regard.
All properly executed proxies delivered pursuant to this solicitation
will be voted at the Annual Meeting in accordance with any instructions thereon.
Any person signing and mailing the enclosed proxy may, nevertheless, revoke the
proxy at any time prior to the actual voting thereof by (i) filing written
notice thereof with the Secretary of the Company (Larry A. Caplinger, Secretary,
F & M Bank Corp., P. O. Box 1111, Timberville, Virginia 22853); (ii) submitting
a duly executed proxy bearing a later date; or (iii) appearing at the Annual
Meeting or any adjournment thereof and giving the Secretary notice of his or her
intention to vote in person.
An Annual Report to shareholders, including current financial
statements, is being mailed to the Company's shareholders concurrently with this
Proxy Statement, but is not part of the proxy solicitation materials.
Interested shareholders may obtain, without charge, a copy of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2001, as filed with the Securities and Exchange Commission, upon written request
to Larry A. Caplinger, Secretary, F & M Bank Corp., P. O. Box 1111, Timberville,
Virginia 22853.
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business on February 22,
2002 will be entitled to vote at the Annual Meeting. As of February 22, 2002,
the Company had outstanding 2,438,170 shares of its common stock, $5 par value
(Common Stock), each of which is entitled to one vote at the Annual Meeting. A
majority of votes entitled to be cast on matters considered at the Annual
Meeting constitutes a quorum. If a share is represented for any purpose at the
Annual Meeting, it is deemed to be present for purposes of establishing a
quorum. Abstentions and shares held of record by a broker or its nominees
(Broker Shares) that are voted on any matter are included in determining the
number of votes present or represented at the Annual Meeting. Conversely, Broker
Shares that are not voted on any matter will not be included in determining
whether a quorum is present. If a quorum is established, directors will be
elected by a plurality of the votes cast by shareholders at the Annual Meeting.
Votes that are withheld and Broker Shares that are not voted in the election of
directors or in the ratification of auditors will not be included in determining
the number of votes cast.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number and percentage of shares of
Common Stock beneficially owned, as of February 22, 2002, by each of the
Company's directors and nominees and all of the Company's directors and
executive officers as a group. For the purposes of this table, beneficial
ownership has been determined in accordance with the provisions of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, under which, in general,
a person is deemed to be a beneficial owner of a security if he or she has or
shares the power to vote or direct the voting of the security or the power to
dispose of or direct the disposition of the security, or if he or she has the
right to acquire beneficial ownership of the security within 60 days.
Amount Beneficially Percent of
Name of Owner Owned Class
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Thomas L. Cline 7,251 1 .297%
John N. Crist 10,501 2 .431%
Julian D. Fisher 114,585 3 4.699%
Ellen R. Fitzwater 3,582 4 .147%
Robert L. Halterman 29,348 1.203%
Daniel J. Harshman 550 5 .023%
Lawrence H. Hoover, Jr. 54,095 6 2.218%
Richard S. Myers 13,769 7 .565%
Michael W. Pugh 784 8 .032%
Ronald E. Wampler 10,553 9 .433%
Directors and executive officers
as a group (10 persons) 245,018 10.047%
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1 Includes 4,023 shares owned directly, 3,060 shares owned jointly with
his spouse and 168 shares owned by his spouse.
2 Includes 3,300 shares owned directly, 2,000 shares owned by Mr.
Crist's IRA, 100 shares owned by Mr. Crist's Roth IRA, 2,500 shares
owned by his personal 401(k) plan, 501 shares owned by his spouse, 100
shares owned by his spouse's Roth IRA, 1,000 shares owned by his
spouse's IRA and 1,000 shares indirectly held for Mr. Crist's
daughters.
3 Includes 9,427 shares owned directly, 8,197 shares owned by his
spouse and 96,961 shares owned by the Company's stock bonus plan over
which Mr. Fisher has voting power.
4 Includes 2,604 shares owned directly and 978 shares owned jointly
with other persons.
5 Includes 450 shares owned directly and 100 shares owned jointly with
his spouse.
6 Includes 33,536 shares owned directly, 138 shares owned by his spouse
and 20,421 shares owned by unitrusts of which he is one of the
trustees.
7 Includes 4,800 shares owned directly and 8,969 shares owned by Mr.
Myers' IRA.
8 Includes 600 shares owned directly, 84 shares owned jointly with his
spouse and 100 shares held by a simplified employee plan for Mr. Pugh's
benefit.
9 Includes 10,053 shares owned directly and 500 shares owned by his
spouse.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
Management of the Company knows of no person who has beneficial
ownership of 5% or more of the outstanding Common Stock as of February 22, 2002.
2
PROPOSAL ONE ELECTION OF DIRECTORS
The term of office for the current Class C directors expires at the
Annual Meeting. The Board of Directors has nominated such directors, namely John
N. Crist, Julian D. Fisher and Daniel J. Harshman, for election, for a
three-year term, by the shareholders at the Annual Meeting. John N. Crist and
Daniel J. Harshman are standing for election for the first time. The persons
named as proxies in the accompanying form of proxy, unless instructed otherwise,
intend to vote for the election of each of these nominees for directors. If any
nominee should become unavailable to serve, the proxy may be voted for the
election of a substitute nominee designated by the Board. The Board has no
reason to believe that any of the nominees will be unable to serve if elected.
The Board recommends election of the Class C
director nominees set forth in this Proxy Statement.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following information, including the principal occupation during
the past five years, is given with respect to the nominees, all of whom are
current directors, for election to the Board at the Annual Meeting, as well as
all directors continuing in office.
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Name, Age and Position Director Principal Occupation During
with the Company Since the Last Five Years
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Director Nominees
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CLASS C DIRECTORS
(to serve until the 2005 annual meeting of shareholders)
John N. Crist (52) 2001 Attorney, Partner in Hoover, Penrod,
Davenport & Crist
Julian D. Fisher (61) 1990 CEO of Farmers & Merchants Bank (the
President and CEO and Bank) since May 1996; President of
Vice Chairman of the Board the Bank since Oct. 1991
Daniel J. Harshman (50) 2001 Manager of the Town of Edinburg since
July 1998; Owner/Manager of The
Spring House Restaurant from Jan.
1979 to Aug. 2000
Directors Continuing in Office
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CLASS A DIRECTORS
(to serve until the 2003 annual meeting of shareholders)
Ellen R. Fitzwater (55) 1999 Partner/Financial Manager of
Fitzwater Trucking, L.L.C.;
Partner/Financial Manager of F & R
Leasing, L.L.C. and Blue Ridge
Transportation Service, L.L.C. since
June 2000; Corporate accountant of
Rocco, Inc. from Oct. 1968 to Dec.
2001
Lawrence H. Hoover, Jr. (67) 1981 Attorney, Partner in Hoover, Penrod,
Chairman of the Board Davenport & Crist
Richard S. Myers (54) 1988 President of Dick Myers Chevrolet-GEO
Ronald E. Wampler (54) 1991 Farmer & partner in Dove Ohio Farms,
L.L.C., WWTD Ohio Farms, L.L.C. and
Dove Farms, Inc.
3
CLASS B DIRECTORS
(to serve until the 2004 annual meeting of shareholders)
Thomas L. Cline (55) 1991 President of Truck & Equipment Corp.
& Mac Lease, Inc. since May 1997;
Secretary of Truck Thermo King, Inc.
and Transport Repairs, Inc.;
Secretary of North and South Lines,
Inc. from May 1997 to April 2001
Robert L. Halterman (66) 1980 President of Virginia Classic
Mustang, Inc.; Partner, H & H
Properties
Michael W. Pugh (47) 1994 President of Old Dominion Realty,
Inc. and Colonial Appraisal Service,
Inc.
Board Meetings and Committees
The Board of the Company met 12 times during 2001. Each member of the
Board attended at least 75% of the total number of meetings of the Board and
meetings of committees on which he or she served. The Board of the Bank, which
met 12 times in 2001, primarily manages all matters for the Bank. All the
directors of the Company are also directors of the Bank.
The Company has an Audit Committee that reviews the audit and
examination reports of the independent public accountants and bank examiners as
they relate to the Company and the Bank. The Audit Committee held three meetings
during 2001. The present committee members are Directors Crist, Fitzwater,
Halterman, Harshman and Myers. The Company does not have a standing compensation
committee, but the Bank has a Salary Committee that reviews salaries, bonuses
and contributions to the Company's ownership and compensation plans. The Salary
Committee held one meeting during 2001. The present committee members are
Directors Fisher, Halterman, Hoover, Pugh, and Wampler. The Company does not
have a standing nomination committee.
Reports from the Audit Committee and the Salary Committee are presented
elsewhere in this Proxy Statement.
Compensation of Directors
All directors of the Company, who are also directors of the Bank, each
received $500 for attending each board meeting of the Bank in 2001. They
received no additional compensation as directors for Board meetings of the
Company. In addition, each director received a bonus of $5,500 for the year
ended 2001 and $100 for each committee meeting attended.
SUMMARY COMPENSATION
The Summary Compensation Table below sets forth the compensation of the
Company's Chief Executive Officer for all services rendered to the Company and
the Bank for the last three fiscal years.
Summary Compensation Table
Annual Compensation
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Name and Other Annual All Other
Principal Position Year Salary($) Bonus($) Compensation($) Compensation($)2
- ------------------ ---- --------- -------- --------------- ----------------
Julian D. Fisher 2001 $140,000 $48,750 1 * $40,935
President & CEO 2000 130,000 47,500 1 * 44,853
1999 120,000 45,000 1 * 42,157
* The value of perquisites and other personal benefits did not exceed
the lesser of $50,000 or 10% of the total of annual salary and bonus.
1 The amount presented includes compensation that was deferred at Mr.
Fisher's election.
2 The amounts presented include the Company's contribution for the
benefit of Mr. Fisher under the Company's Stock Bonus Plan ($10,806, $12,297 and
$15,322 in 2001, 2000 and 1999, respectively), the gross value of life insurance
premiums paid by the Company on behalf of Mr. Fisher ($15,844, $15,995 and
$16,106 in 2001, 2000 and 1999, respectively) and the Company's contribution for
the benefit of Mr. Fisher under the Executive Deferred Compensation Plan for
Farmers & Merchants Bank ($14,285, $16,561 and $10,729 in 2001, 2000 and 1999,
respectively). Pursuant to a split-dollar insurance agreement between the
Company and Mr. Fisher, the Company will be repaid the life insurance premium
payments from the proceeds of the insurance policies. Thus, the gross premium
payment amounts shown overstate the actual economic benefit to Mr. Fisher.
4
Severance Plan
In 1996, the Company and the Bank adopted a change in control severance
plan that became effective July 1, 1996. The plan covers employees designated by
the Company's Board of Directors, including Mr. Fisher.
Under the plan, a "covered termination" is a cessation of employment
with the Company or its then affiliates within 36 months after a change in
control (as defined in the plan) on account of either (i) termination of
employment by the covered employee for good reason (defined to mean the
occurrence after a change in control of any of the following: the assignment of
duties inconsistent with prior duties, the diminution of responsibilities, a
reduction in base salary, a transfer of job location of more than 50 miles, a
failure to pay compensation or deferred compensation within seven days after
due, a failure to continue participation and benefits under any compensation or
benefits plan (or any successor or replacement plan) at as favorable a level, or
a failure of the Company to require any successor to the Company to comply with
the plan) or (ii) termination initiated by the Company or any of its affiliates
for any reason other than death, disability, mandatory retirement or cause (as
defined in the plan).
In the event of a covered termination, a covered employee will be
entitled to the following severance benefits: (i) continuation of the employee's
base pay (as defined in the plan) through the earlier of his or her death or the
third anniversary of the date of the change in control (the severance pay
period); (ii) continuation of the availability of coverage, and the employer's
regular contribution towards that coverage, under the employer's health care
plan during the severance pay period for the employee and his or her eligible
dependents; (iii) the right to buy any car that the employee is assigned by the
employer at its then fair market value; and (iv) a lump sum payment equal to the
value of any qualified or nonqualified retirement benefits forfeited by the
employee on account of his or her covered termination.
Salary Committee Report on Executive Compensation
The Salary Committee of the Bank has furnished the following report on
executive compensation. All executive compensation for the Company and the Bank
is determined and paid on the Bank level.
The Salary Committee meets annually to review salaries, bonuses and the
contributions to the Employee Stock Ownership Plan (ESOP) and the Executive
Deferred Compensation Plan. The Salary Committee recommends to the Board of
Directors the annual salary and bonuses of the Senior Management group. This
group includes the Bank's one designated Executive Officer, Mr. Fisher.
The committee also recommends the annual contribution to the ESOP,
which is shared on a pro-rated basis by all eligible employees, and the
contribution to the Executive Deferred Compensation Plan, which was established
for the benefit of the Senior Management group. Finally, the committee
recommends a range of percentage increases in salary for the remaining staff.
Increases within the range established by the committee and board are then
recommended by department supervisors and approved by Mr. Fisher.
In establishing salaries and bonuses for the Senior Management group,
the committee attempts to provide competitive levels of compensation, which will
attract and retain corporate officers and key employees with outstanding
abilities and to motivate them through a combination of base salary, annual
incentives and deferred compensation. The committee uses the Virginia Bankers
Association Salary Survey of Virginia Banks for comparison of salaries paid for
similar positions and responsibilities. The Board, on at least an annual basis,
also reviews qualitative factors, such as Return on Average Assets (ROAA) and
Return on Average Equity (ROAE) relative to peer banks. A subjective approach is
used in this evaluation and therefore does not rely on a formula or weights of
specific factors.
Salary Committee
Julian D. Fisher
Robert L. Halterman
Lawrence H. Hoover, Jr.
Michael W. Pugh
Ronald E. Wampler
Compensation Committee Interlocks and Insider Participation
During 2001, Julian D. Fisher served on the Salary Committee. Mr.
Fisher is President and CEO of the Company and CEO of the Bank.
5
Indebtedness and Other Transactions
The Company's directors and officers and other corporations, business
organizations, and persons with whom some of the Company's directors and
officers are associated, had loan transactions at December 31, 2001 with the
Bank totaling approximately $1,783,345, or about 6.33% of average shareholders'
equity for the year. All such transactions were made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time in comparable transactions with
others and did 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, as amended,
requires the Company's directors and executive officers, and any persons who own
more than 10% of the Common Stock, to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of Common Stock.
Officers and directors are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on review of the
copies of such reports furnished to the Company or written representation that
no other reports were required, the Company believes that, during 2001, all
filing requirements applicable to its officers and directors were complied with
except that John N. Crist, Director, inadvertently failed to file a report for
May 2001 covering 1,200 shares of Common Stock that he acquired and his original
Form 3 omitted 825 shares held in his wife's IRA. Corrective filings have been
made.
Stock Performance
The following graph compares the cumulative total return to the
shareholders of the Company for the last five fiscal years with the total return
on the Russell 2000 Index and the Pink Banks ($100M to $500M) Index, as reported
by SNL Financial LC, assuming an investment of $100 in the Common Stock on
December 31, 1996, and the reinvestment of dividends.
F & M Bank Corp.
[PERFORMANCE GRAPH]
6
Period Ending
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Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
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F & M Bank Corp. 100.00 116.48 213.42 252.49 252.50 198.06
Russell 2000 100.00 122.36 119.25 144.60 140.23 143.71
SNL $100M-$500M OTC-BB and Pink Banks 100.00 139.11 163.94 149.29 126.20 145.38
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
S. B. Hoover & Company, L.L.P. of Harrisonburg, Virginia, was the
auditor for the Company for 2001 and is being recommended to the Company's
shareholders for the ratification of its appointment as auditor for 2002. A
representative of S. B. Hoover & Company, L.L.P. is expected to be present at
the Annual Meeting, will have the opportunity to make a statement if he desires
to do so, and is expected to be available to respond to appropriate questions
from shareholders.
The Board recommends a vote for Proposal Two.
AUDIT INFORMATION
Audit Committee
The Audit Committee operates under a written charter that the Board has
adopted. The five members of the Audit Committee are independent as that term is
defined in the listing standards of the National Association of Securities
Dealers.
Fees of Independent Public Accountants
Audit Fees. The aggregate amount of fees billed by S. B. Hoover &
Company, L.L.P. for professional services rendered for the audit of the
Company's annual financial statements for the fiscal year ended December 31,
2001, and the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for that fiscal year was $22,050.
Financial Information System Design and Implementation Fees. There were
no fees billed by S. B. Hoover & Company, L.L.P. for professional services
rendered to the Company for the fiscal year ended December 31, 2001, for the
design and implementation of financial information systems.
All Other Fees. The aggregate amount of fees billed by S. B. Hoover &
Company, L.L.P. for all other non-audit services, including internal audit
services, tax preparation and miscellaneous consulting services rendered to the
Company for the fiscal year ended December 31, 2001 was $14,581.
Audit Committee Report
Management is responsible for the Company's internal controls,
financial reporting process and compliance with laws and regulations and ethical
business standards. The independent auditor is responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and issuing a report
thereon. The Audit Committee's responsibility is to monitor and oversee these
processes on behalf of the Board of Directors.
In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements. The
Audit Committee has discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees). In addition, the Audit Committee has received from the
independent auditors the written disclosures required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and
discussed with them their independence from the Company and its management.
Moreover, the Audit Committee has considered whether the independent auditor's
provision of other non-audit services to the Company is compatible with the
auditor's independence.
7
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, for filing with the Securities and Exchange
Commission. By recommending to the Board of Directors that the audited financial
statements be so included, the Audit Committee is not opining on the accuracy,
completeness or fairness of the audited financial statements.
February 21, 2002 Audit Committee
John N. Crist
Ellen R. Fitzwater
Robert L. Halterman
Daniel J. Harshman
Richard S. Myers
SHAREHOLDER PROPOSALS
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2003 annual
meeting of shareholders must cause such proposal to be delivered, in proper
form, to the Secretary of the Company, at its principal executive offices, P. O.
Box 1111, Timberville, Virginia 22853, no later than November 8, 2002, in order
for the proposal to be considered for inclusion in the Company's Proxy Statement
for that meeting. The Company anticipates holding the 2003 annual meeting of
shareholders on April 12, 2003.
The Company's Bylaws also prescribe the procedure that a shareholder
must follow to nominate directors or to bring other business before
shareholders' meetings outside of the proxy statement process. For a shareholder
to nominate a candidate for director at the 2003 annual meeting of shareholders,
notice of the nomination must be received by the Secretary of the Company not
less than 60 days and not more than 90 days prior to the date of the 2003 annual
meeting. The notice must describe various matters regarding the nominee and the
shareholder giving the notice. For a shareholder to bring other business before
the 2003 annual meeting of shareholders, notice of the proposed business must be
received by the Secretary of the Company not less than 60 days and not more than
90 days prior to the date of the 2003 annual meeting. The notice must include a
description of the proposed business, the reasons therefor, and other specified
matters. Any shareholder may obtain a copy of the Company's Bylaws, without
charge, upon written request to the Secretary of the Company. Based upon an
anticipated date of April 12, 2003 for the 2003 annual meeting of shareholders,
the Company must receive any notice of nomination or other business no later
than February 11, 2003 and no earlier than January 12, 2003.
By Order of the Board of Directors
Larry A. Caplinger, Secretary
March 8, 2002
8
PROXY
F & M BANK CORP.
Annual Meeting of Shareholders, April 13, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas L. Cline, Robert L. Halterman
and Michael W. Pugh, any or all of whom may act, with full power of
substitution, as proxies to vote, as designated below, at the Annual Meeting of
Shareholders to be held April 13, 2002 at 5:30 P.M. and at any adjournment
thereof, the shares of F & M Bank Corp. common stock held of record by the
undersigned as of February 22, 2002.
The shares to which this proxy relates will be voted as specified. If
no specification is made, such shares will be voted in favor of the proposals
set forth on this proxy.
PROPOSAL ONE
ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below) nominees listed below
John N. Crist, Julian D. Fisher and Daniel J. Harshman
for three-year terms to expire in 2005.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.)
================================================================================
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF S. B. HOOVER & COMPANY, L.L.P.
AS INDEPENDENT PUBLIC ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
Please complete, date and sign the proxy and return it as soon as
possible in the enclosed postage prepaid envelope. The proxy must be signed
exactly as the name or names appear on the label attached to this proxy with the
exception of any stock listed in the name of the owner TOD to another
individual. If signing as a trustee, executor, etc., please so indicate.
Date Signed:__________________________
______________________________________ ______________________________________
Print Name Signature
______________________________________ ______________________________________
Print Name Signature