SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-12
EAGLE FINANCIAL SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) $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.
( ) 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:
EAGLE FINANCIAL SERVICES, INC.
P. O. Box 391
Berryville, VA 22611
Notice of Annual Meeting of Shareholders
The Annual Meeting of Shareholders of Eagle Financial Services, Inc. (the
"Corporation") will be held on Wednesday, April 17, 2002, at Noon at the John H.
Enders Fire Company Social Hall, Berryville, Virginia. The purpose of the
meeting shall be as follows:
1. To elect three (3) directors for a term of three (3) years.
2. To elect one (1) director for a term of two (2) years.
3. To transact such other business as shall properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 22, 2002,
as the record date for determining the shareholders of the Corporation entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof.
By order of the Board of Directors,
/s/ JAMES W. MCCARTY, JR.
-------------------------
James W. McCarty, Jr.
Vice President, Chief Financial Officer
and Secretary/Treasurer
Berryville, Virginia
March 29, 2002
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE
SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING. SHAREHOLDERS
ATTENDING THE MEETING MAY PERSONALLY VOTE ON ALL MATTERS THEN CONSIDERED, AND
ANY PROXIES PREVIOUSLY SUBMITTED BY THEM WILL BE REVOKED.
PROXY STATEMENT
OF
EAGLE FINANCIAL SERVICES, INC.
GENERAL INFORMATION
This Proxy Statement is being furnished to the shareholders of Eagle
Financial Services, Inc. (the "Corporation") in connection with the solicitation
of proxies by the Board of Directors of the Corporation to be voted at the
Annual Meeting of Shareholders to be held on April 17, 2002, at Noon at the John
H. Enders Fire Company Social Hall, Berryville, Virginia, and at any adjournment
thereof.
The cost of solicitation of proxies and preparation of proxy materials
will be borne by the Corporation. Solicitations of proxies will be made by use
of the United States mail and may be made by direct or telephone contact by
employees of the Corporation. Brokerage houses and nominees will be requested to
forward the proxy materials to the beneficial holders of the shares held of
record by these persons, and the Corporation will reimburse them for their
reasonable charges in this connection. Shares represented by duly executed
proxies in the accompanying form received by the Corporation prior to the
meeting and not subsequently revoked will be voted at the meeting. The
approximate date on which this proxy statement, the accompanying proxy card and
Annual Report to Shareholders (which is not part of the Corporation's soliciting
materials) are being mailed to the Corporation's shareholders is March 29, 2002.
The purposes of the meeting are to elect directors and to vote on such
other business, if any, that may properly come before the meeting or any
adjournment. The Corporation does not know of any other matters that are to come
before the meeting. If any other matters are properly presented for action, the
persons named in the accompanying form of proxy will vote the proxy in
accordance with their best judgment. Each outstanding share of the Corporation's
Common Stock is entitled to one vote on all matters submitted to shareholders at
the meeting. There are no cumulative voting rights.
Where a shareholder directs in the proxy a choice with respect to any
matter that is to be voted on, that direction will be followed. If no direction
is made, proxies will be voted in favor of the election of the directors and in
the best judgment of Messrs. Thomas T. Gilpin, Robert W. Smalley, Jr., and
Randall G. Vinson on such other business, if any, that may properly come before
the meeting or any adjournment. Any person who has returned a proxy has the
power to revoke it at any time before it is exercised by submitting a
subsequently dated proxy, by giving notice in writing to the Secretary of the
Corporation, or by voting in person at the meeting.
The close of business on March 22, 2002, has been fixed as the record date
for the meeting and any adjournment. As of that date, there were approximately
1,464,948 shares of Common Stock outstanding. As of the record date, and on the
date hereof, no person was known by the Corporation to own beneficially more
than 5% of the outstanding shares of the Corporation's Common Stock. The
directors and executive officers of the Corporation beneficially own in the
aggregate 139,067.1614 shares of the Corporation's Common Stock, representing
9.49% of the amount outstanding on the date hereof.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation is structured into three classes
with one class elected each year to serve a three-year term. All nominees are
currently members of the Board. All have consented to be named and have
indicated their intent to serve if elected. Those nominees receiving the
greatest number of votes shall be deemed elected even though they may not
receive a majority. Abstentions and broker non-votes will not be considered a
vote for, or a vote against, a director. The directors who are nominated for a
three-year term at this year's meeting are John D. Hardesty, Lewis M. Ewing and
Thomas T. Byrd. The director nominated for a two-year term at this year's
meeting is James T. Vickers, who is standing for election for the first time.
John F. Milleson, Jr., director since 1979, retired from the Board of Directors
on February 20, 2002.
1
Information Concerning Directors, Nominees and Executive Officers
The following table sets forth, as of February 22, 2002, certain
information with respect to the directors, nominees for directors, and executive
officers of the Corporation.
Name, Age and Year
First Became Director or Shares of
Officer of the Corporation Principal Common Stock Percent
or previously the Occupation For Beneficially of
Bank of Clarke County Past Five Years Owned Class
- ---------------------- --------------- ------------------- -------
John R. Milleson President and CEO of the 11,560.5985 (1)(2) .79
Age 45 Corporation; President and CEO,
Officer since 1991 CEO, Bank of Clarke County
Director since 1999
Term expires 2004
John D. Hardesty Partner/Manager, John O. 10,640 (1) .73
Age 70 Hardesty & Son, a dairy farming
Director since 1963 operation; Chairman of the
Term expires 2002 Board of the Corporation;
Chairman of the Board,
Bank of Clarke County
Marilyn C. Beck President, Lord Fairfax 1,320 (1) .09
Age 62 Community College
Director since 1995
Term expires 2003
Thomas T. Byrd President and Publisher, 5,300 (3) .36
Age 55 Winchester Evening Star, Inc.
Director since 1995
Term expires 2002
Lewis M. Ewing Retired President and CEO of the 13,636 (1)(2) .93
Age 67 Corporation; Retired President and
Director since 1984 CEO, Bank of Clarke County
Term expires 2002
Thomas T. Gilpin President, Lenoir City Real 42,401.5606 (1) 2.89
Age 48 Estate Investment
Director since 1986
Term expires 2004
John F. Milleson, Jr. Retired Chairman of the Board, 14,601 (1) 1.00
Age 73 Loudoun Mutual Insurance Co.
Director since 1979
Term expires 2002
Robert W. Smalley, Jr. President and CEO, Smalley 6,328.0481 (1) .43
Age 50 Package Co., Inc.
Director since 1989
Term expires 2004
Randall G. Vinson Pharmacist and Owner, 11,192.7073 (1) .76
Age 55 Berryville Pharmacy
Director since 1985
Term expires 2003
Mary Bruce Glaize Homemaker 535.0523 .04
Age 46
Director since 1998
Term expires 2003
James R. Wilkins, Jr. President, Wilkins' 19,640.9603 (1) 1.34
Age 56 ShoeCenter, Inc.
Director since 1998
Term expires 2003
James T. Vickers CEO, Oakcrest Companies 833 (1) .06
Age 49
Director since 2001
Term expires 2002
James W. McCarty, Jr Vice President, Secretary/ 1,078.2343 (1)(2) .07
Age 32 Treasurer of the Corporation;
Officer since 1995 Senior Vice President,
Secretary/Treasurer and
Chief Financial Officer
Bank of Clarke County
Directors and executive 139,067.1614 9.49
Officers as a group (12)
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(1) Amounts include shares held jointly with spouse and/or as custodian under
the Virginia Uniform Gifts to Minors Act and/or as trustee under the terms of
certain trusts.
(2) Amounts include shares of the Corporation's Common Stock allocated to
participants and held in trust under the Bank of Clarke County Employee Stock
Ownership Plan (the "ESOP Plan") as of December 31, 2001. As of such date, the
ESOP Plan held 61,084 shares of Common Stock, or 4.18% of the total number of
such shares outstanding. Of the shares of Common Stock held in the ESOP Plan,
5,319.7605 shares were held for the accounts of executive officers. Each
participant in the ESOP Plan has the right to instruct the trustees of the ESOP
Plan with respect to the voting of shares allocated to his or her account. The
trustees, however, may use their discretion in voting any shares for which they
received no instruction.
(3) Amounts include shares held by Winchester Evening Star, Inc., where the
director is an executive officer of that corporation.
On December 31, 2001, there were 13 individuals in the director and
executive officer category. Mr. Milleson serves as both a director and an
executive officer, and Mr. McCarty serves as the Corporation's only other
executive officer.
The Corporation is not aware of any person who is the beneficial owner of more
than 5% of the Corporation's Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE NOMINEES
SET FORTH ABOVE.
2
Board and Committee Meetings of the Corporation
During 2001, the Board of Directors of the Corporation held six
meetings. The Audit Committee is the Corporation's one standing committee.
The directors of the Corporation also serve as directors of its
wholly-owned subsidiary, the Bank of Clarke County (the "Bank"). The Bank's
Board held twelve meetings in 2001. During 2001 each director attended greater
than 75% of the aggregate number of meetings of both Boards of Directors and the
Bank's Board committees of which he or she was a member. The Bank's Board has
established the following committees: Loan, Audit, Personnel, Marketing and
Trust. There is no nominating committee of the Board of Directors.
The Loan Committee met twenty-seven times in 2001 to review the Bank's
lending practices. The committee consists of Messrs. Byrd, Smalley, Ewing and
Milleson.
The Personnel Committee consists of Messrs. Smalley, Vickers and Vinson
and Dr. Beck. This committee met two times in 2001 to review and monitor
personnel activities in the Bank, including compensation.
The Audit Committee met three times in 2001 to review the work of the
Audit Department and to follow up on the examinations performed by the external
auditors and the regulatory authorities. This committee consists of Messrs.
Vinson and Byrd, Dr. Beck and Mrs. Glaize.
The Trust Committee met twelve times in 2000. The committee is
composed of Messrs. Gilpin, Milleson, Jr., Ewing and Milleson. The purpose of
the Trust Committee is to monitor the trust-related activities of the Bank.
The Marketing Committee met six times in 2000. The committee is
composed of Messrs. Wilkins, Vinson, Vickers and Milleson and Mrs. Glaize. The
committee meets to review the activities of the Marketing Department of the
Bank.
Report of the Audit Committee
The Audit Committee's Report to the Shareholders, which follows, was
approved and adopted by the Committee on February 15, 2002. Each of the members
of the Audit Committee is independent as that term is defined in the listing
standards of the National Association of Securities Dealers.
The Audit Committee has reviewed and discussed the audited financial
statements with management and discussed with the independent auditors the
matters required by SAS 61. In addition, the Audit Committee has received from
the independent auditors the written disclosures required by Independence
Standards Board Standard No. 1 and discussed with them their independence from
the Corporation and its management.
Based on such reviews and discussions, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the
Form 10-K filed by the Corporation.
The Audit Committee and the Board of Directors have adopted a written
charter for the Audit Committee.
The following fees were paid to Yount, Hyde & Barbour, P.C., the
Corporation's independent auditors, for services provided to the Corporation for
the fiscal year ended December 31, 2001:
Audit Fees: $36,031
Financial Information Systems Design & Implementation Fees: $ 0
All Other Fees: $25,998
Audit fees are the aggregate fees billed for the annual audit of the
Corporation's financial statements and for the required quarterly reviews of
those statements. Financial information systems design and implementation fees
are the aggregate fees billed for financial information systems design work and
implementation fees for services rendered as part of that work for the most
recent fiscal year. All other fees include payments for any other types of
services provided, including, but not limited to, preparation of income tax
returns, audits of benefit plans, Trust Department audits and internal audits.
The Audit Committee believes that the non-audit services provided by Yount,
Hyde & Barbour, P.C., are compatible with maintaining the auditor's
independence.
Randall G. Vinson, Chairman
Marilyn C. Beck
Thomas T. Byrd
Mary Bruce Glaize
Cash Compensation
The Corporation did not pay any cash compensation to the executive
officers of the Corporation in 2001.
The following table shows the aggregate cash and cash equivalent
compensation paid by the Bank for the years ended December 31, 2001, 2000 and
1999 to the Chief Executive Officer. The Corporation does not pay any additional
cash compensation to its executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
---------------------
(e)
(a) Other Annual
Name and (b) (c) (d) Compensation
Principal Position Year Salary($) Bonus($) ($)(1)
------------------ ---- -------- ---------- ------
John R. Milleson, 2001 105,000 1,713 --
President and CEO 2000 97,382 -- --
1999 88,232 -- --
Long-Term Compensation
----------------------
Awards Payouts
------ -------
(f) (g)
Restricted Securities (h) (i)
(a) Stock Underlying LTIP All Other
Name and (b) Awards(s) Options/ Payouts Compensation
Principal Position Year ($) SARs(#) ($) ($)
------------------ ---- --- ------- --- ---
John R. Milleson, 2001 -- -- -- 3,231 (2)
President and CEO 2000 -- -- -- 3,320
1999 -- -- -- 3,189
- -------------------------------
(1) The aggregate of this compensation does not exceed the lesser of $50,000 or
10% of the total salary and bonus for the named executive.
(2) Includes contributions of $3,000 to the 401(k) savings Plan and $320 to the
Executive Supplemental Income Plan.
Directors in 2001 each received a $5,000 annual retainer and $200 per Bank
Board meeting attended as compensation for services as director plus a per
meeting fee of $100 for each Bank committee meeting attended. John R. Milleson
does not receive fees for committee meetings of the Bank.
3
Option Grants
The Corporation does not grant options to its executive officers.
Compensation Pursuant to Plans
The Bank maintains certain plans that provide, or may provide, additional
compensation to current executive officers, directors and other employees of the
Bank. These plans include the Employee Retirement Plan, the 401-(k) Savings Plan
and the Executive Supplemental Income Plan. The Corporation does not have any
such plans for its officers, directors and employees.
Employee Retirement Plan
Effective March 1, 1953, the Bank adopted a non-contributory, tax qualified
employee retirement plan (the "Retirement Plan") for employees of the Bank who
have been employed for six months prior to any January 1 and who are at least 20
1/2 years old. The Retirement Plan was substantially amended effective March 1,
1987. Under its existing terms, benefits are based on an employee's average
compensation during his or her employment. The Retirement Plan provides for 20%
vesting upon completion of three years of service and 20% for each additional
year of service up to 100%, for early retirement at age 55 and 10 years of
vested service and for the payment of certain annuity benefits to the surviving
spouse of an employee. Because the Retirement Plan is a defined benefit plan
under which benefits vary with years of service, average annual salary and age
at retirement, the costs under the plan are not included in the foregoing cash
compensation table. The 2001 cost to the Bank under the plan represented 5.08%
of total compensation, including overtime and bonuses. Mr. Milleson will receive
an estimated annual retirement benefit of $51,893 based on current compensation,
assuming that he retires at the normal retirement age of 65.
401(k) Savings Plan
The Corporation sponsors a 401(k) savings plan under which eligible
employees may choose to save up to 15% of their salary on a pretax basis,
subject to certain IRS limits. The Corporation matches 50% (up to 6% of the
employee's salary) of employee contributions with the Corporation's Common
Stock. The shares for this purpose are provided by newly issued shares.
Contributions amounted to $67,446 in 2001, $53,461 in 2000, and $39,507 in 1999.
Mr. Milleson's portion of the contribution was $3,144 in 2001, $3,000 in 2000
and $2,869 in 1999.
Executive Supplemental Income Plan
During 1994, the Executive Supplemental Income Plan was amended from the
1987 version of the Plan. Certain key employees will have lifetime benefits paid
following retirement or death while some employees, including Mr. Milleson, will
be paid a lump sum of $4,000 upon retirement. The Plan provides that if
employment is terminated for reasons other than death or disability prior to age
65, the amount of benefits would be reduced or forfeited. The executive
supplemental income benefit expense was $3,600 in 2001, $31,440 in 2000, and
$31,440 in 1999, based on the present value of the retirement benefits,
including $320 for Mr. Milleson. The Plan is unfunded, however, life insurance
has been acquired on the lives of these employees in amounts sufficient to
discharge the obligations thereunder.
4
Personnel Committee Report on Executive Compensation
The Committee considers the growth and profitability of the Bank to be
directly related to the performance of the executive officers. Attracting and
retaining executive officers with the proven ability to contribute to the
overall performance of the Bank and, therefore, to enhance shareholder value is
a primary objective. This is done through a competitive and equitable
compensation plan.
The Board of Directors uses the Virginia Bankers Association Salary Survey
of Virginia banks to measure the value of senior executives in like positions
across the state. Salary ranges are then set based on experience,
responsibilities and qualifications. Annual compensation is tied to
pre-determined bank performance goals.
When determining the Chief Executive Officer's annual salary, the Board of
Directors takes into account the CEO's past performance, the performance of the
Bank relative to its peers and the compensation of comparable Chief Executive
Officers in the Commonwealth of Virginia. In addition to these factors, a
subjective approach as to the future contributions of the Chief Executive
Officer is considered.
Robert W. Smalley, Jr., Chairman
Marilyn C. Beck
James T. Vickers
Randall G. Vinson
Personnel Committee Interlocks and Insider Participation
The current members of the Personnel Committee are Messrs. Robert W.
Smalley, Jr., James T. Vickers and Randall G. Vinson and Dr. Marilyn C. Beck.
All members of the Personnel Committee are directors of the Bank.
Shareholder Return
The Corporation issues one class of stock, Common, which is not listed for
trading on a registered exchange or quoted on the National Association of
Securities Dealers Automated Quotation System (NASDAQ). Trades in the
Corporation's Common Stock occur sporadically on a local basis. Accordingly,
there is no established public trade market for shares of the Corporation's
Common Stock, and quotations do not necessarily reflect the price that would be
paid in an active and liquid market. The following line graph compares the
yearly shareholder return, based on trades known to the Corporation, to the
returns of the NASDAQ Bank Index and to the total return of NASDAQ Index. This
graph was created by comparing the percentage change in stock prices for the
Corporation and both indices on an annual basis, looking at the changes in stock
price, reinvestment of cash dividends and stock splits since December 31, 1996.
(GRAPH)
1996 1997 1998 1999 2000 2001
------ ------ ------ ------ ------ ------
EAGLE FINANCIAL SERVICES, INC. 100 119 135 148 132 127
NASDAQ BANK INDEX 100 167 166 160 182 197
NASDAQ INDEX 100 122 173 321 193 153
5
Transactions with Management
The officers, directors, their immediate families and affiliated companies
in which they are shareholders maintain normal relationships with the
Corporation and the Bank. Loans made by the Bank are made in the ordinary course
of business on the same terms, including interest rate and collateral, as those
prevailing at the time for comparable transactions with others, and do not
involve more than normal risks of collectability or present other unfavorable
features. On December 31, 2001, these persons and firms were indebted to the
Bank for loans totaling $758,049.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
directors and executive officers of the Corporation and beneficial owners of
more than 10% of the Corporation's Common Stock are required to file reports
with the Securities and Exchange Commission and the Corporation of their
beneficial ownership and changes in ownership of Common Stock or written
representations that no other reports were required. The Corporation believes
that, during the fiscal year ended December 31, 2001, all filing requirements
applicable to its officers and directors were complied with. The Corporation is
not aware of any person having beneficial ownership of more than 10% of the
Corporation's Common Stock.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Yount, Hyde & Barbour, P.C. has been selected by the Board of
Directors as the independent accountants for the Corporation for the year 2002.
The firm of Yount, Hyde & Barbour, P.C. has served the Corporation and the
Bank prior to the establishment of the Corporation since 1979. The independent
accountants have no direct or indirect financial interest in the Corporation.
Representatives of the firm of Yount, Hyde & Barbour, P.C. are expected to be
present at the Annual Meeting, will have the opportunity to make a statement, if
they desire to do so, and are expected to be available to respond to appropriate
questions from the shareholders.
6
SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
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 Corporation, whose address is 2 East Main Street,
Berryville, Virginia 22611, no later than November 29, 2002, in order for the
proposal to be considered for inclusion in the Corporation's Proxy Statement.
The Corporation anticipates holding the 2003 Annual Meeting on April 16, 2003.
The Corporation's Bylaws also prescribe the procedure a shareholder must
follow to nominate directors or to bring other business before shareholders'
meetings. For a shareholder to nominate a candidate for director or to bring
other business before a meeting, written notice must be received by the
Corporation not less than 60 days and not more than 90 days prior to the date of
the meeting. Based on an anticipated meeting date of April 16, 2003 for the 2003
Annual Meeting of Shareholders, the Corporation must receive such notice no
later than February 15, 2003 and no earlier than January 16, 2003. If
shareholders receive notice less than 70 days prior to the meeting or public
disclosure of the meeting date is made less than 70 days prior to the meeting,
written notice must be received by the Corporation not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was made or such public disclosure was made.
Notice of a nomination for director must describe various matters regarding
the nominee and the shareholder giving notice. Notice of other business to be
brought before the meeting must include a description of the proposed business,
the reasons therefor, and other specific matters.
ANNUAL REPORT AND FINANCIAL STATEMENTS
THE CORPORATION'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31,
2001, INCLUDING FINANCIAL STATEMENTS, IS BEING MAILED TO SHAREHOLDERS WITH THIS
PROXY STATEMENT. A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR 2001
FILED WITH THE COMMISSION, EXCLUDING EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY
WRITING TO JAMES W. McCARTY, JR., SECRETARY OF THE CORPORATION, WHOSE ADDRESS IS
2 EAST MAIN STREET, BERRYVILLE, VIRGINIA 22611.
OTHER MATTERS
Management is not aware of any matters to be presented for action at the
meeting other than as set forth herein. If any other matters properly come
before the meeting, or any adjournment thereof, the person or persons voting the
proxies will vote them in accordance with their best judgment.
By Order of the Board of Directors
James W. McCarty, Jr.
Vice President, Chief Financial Officer
and Secretary/Treasurer
March 29, 2002
7
EAGLE FINANCIAL SERVICES, INC.
PROXY FOR 2002 ANNUAL MEETING OF SHAREHOLDERS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Messrs. Thomas T. Gilpin,
Robert W. Smalley, Jr. and Randall G. Vinson, or any one of them, attorneys and
proxies, with the power of substitution in each, to act for the undersigned with
respect to all of the Corporation's Common Stock of the undersigned at the
Annual Meeting of Shareholders to be held at the John H. Enders Fire Company
Social Hall on Wednesday, April 17, 2002, at Noon, and at any adjournment
thereof.
1. Election of Directors [ ] For all nominees listed [ ] Withhold authority to
below (except as marked vote for all nominees
to the contrary).
a) For a Three (3) Year Term
John D. Hardesty, Lewis M. Ewing, Thomas T. Byrd
b) For a Two (2) Year Term
James T. Vickers
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list above.
2. To vote in accordance with their best judgment on such other business, if
any, that may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the shareholder. If no direction is made, this proxy will be voted for the
nominees for election of directors listed in item l.
Please sign your name(s) exactly as registered.
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, 2002
--------------------------------------------
Please date when you sign
PLEASE RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE