<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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-11(c) or Section 240.14a-12
VIRGINIA FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(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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(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.
[_] 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:
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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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Notes:
<PAGE>
March 24, 2000
Dear Shareholder:
The Annual Meeting of Shareholders of Virginia Financial Corporation will be
held Monday, April 24, 2000, at 7:30 p.m., local time. The meeting will be held
at the Main Office of Planters Bank & Trust Company of Virginia, located at 24
South Augusta Street, Staunton, Virginia.
Included with this letter are several very important items which you should take
time to review. These items are:
1. Notice of Annual Meeting of Shareholders.
2. Proxy Statement.
3. PROXY.
4. The Corporation's 1999 Annual Report.
We hope you will attend this meeting; however, if you cannot, we would
appreciate your completing the enclosed PROXY and returning it in the envelope
provided. Even if you plan to attend, it would be helpful if you would sign and
return the PROXY so that we can be assured of a quorum for the meeting. When
registering, you may revoke your PROXY in order to vote in person.
Your support during 1999 is evidenced in the Corporation's continued growth. We
appreciate your efforts and look forward to 2000.
Very truly yours,
William P. Heath, Jr.
President
Enclosures
<PAGE>
VIRGINIA FINANCIAL CORPORATION
24 SOUTH AUGUSTA STREET
P. O. DRAWER 1309
STAUNTON, VIRGINIA 24402-1309
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2000
To the Shareholders of Virginia Financial Corporation:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of Virginia
Financial Corporation will be held at the Main Office of Planters Bank & Trust
Company of Virginia, located at 24 South Augusta Street, Staunton, Virginia, on
Monday, April 24, 2000, at 7:30 p.m., local time, for the following purposes:
1. To elect directors of the Corporation to serve for a term of one
year until the next annual meeting of shareholders or until their
successors are elected and qualified.
2. For the transaction of such other business as may properly be
brought before the meeting.
The Board of Directors has fixed the close of business on March 17, 2000 as the
date of record for the determination of shareholders entitled to notice of, and
to vote at, the 2000 Annual Meeting of Shareholders and any adjournment or
adjournments thereof.
There is included herewith a Proxy Statement to which your attention is
directed, together with the Corporation's 1999 Annual Report. It is the intent
of management to mail the proxy materials on March 24, 2000.
By order of the Board of Directors,
William P. Heath, Jr.
President
March 24, 2000
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE RETURN ENVELOPE PROVIDED. IF
YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
<PAGE>
VIRGINIA FINANCIAL CORPORATION
24 SOUTH AUGUSTA STREET
P.O. DRAWER 1309
STAUNTON, VIRGINIA 24402-1309
PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2000
It is the intent of management to mail this Proxy Statement on March 24, 2000.
This statement is furnished in connection with the solicitation of proxies to be
used at the 2000 Annual Meeting of Shareholders of Virginia Financial
Corporation to be held at the Main Office of Planters Bank & Trust Company of
Virginia, located at 24 South Augusta Street, Staunton, Virginia, on Monday,
April 24, 2000, at 7:30 p.m., local time.
Revocation and Voting of Proxies
Execution of a proxy will not affect a shareholder's right to attend the Annual
Meeting and to vote in person. Any shareholder who has executed and returned a
proxy may revoke it by attending the Annual Meeting and requesting to vote in
person. A shareholder may also revoke his proxy at any time before it is
exercised by filing a written notice with the Corporation or by submitting a
proxy bearing a later date. Proxies will extend to, and will be voted at, any
properly adjourned session of the Annual Meeting. If a shareholder specifies how
the proxy is to be voted with respect to any proposals for which a choice is
provided, the proxy will be voted in accordance with such specifications. If a
shareholder fails to specify with respect to such proposals, the proxy will be
voted FOR proposal 1, as set forth in the accompanying notice and further
described herein.
Voting Rights of Shareholders
Only those shareholders of record at the close of business on March 17, 2000 are
entitled to notice of and to vote at the Annual Meeting, or any adjournments
thereof. The number of shares of common stock of the Corporation outstanding and
entitled to vote at the Annual Meeting is 3,997,198. The Corporation has no
other class of stock outstanding. A majority of the votes entitled to be cast,
represented in person or by proxy, will constitute a quorum for the transaction
of business. Each share of Corporation Common Stock entitles the record holder
thereof to one vote upon each matter to be voted upon at the Annual Meeting.
With regard to the election of directors, votes may be cast in favor or
withheld. If a quorum is present, the nominees receiving a plurality of the
votes cast at the Annual Meeting will be elected directors; therefore, votes
withheld will have no effect.
<PAGE>
Thus, although abstentions and broker non-votes (shares held by customers which
may not be voted on certain matters because the broker has not yet received
specific instructions from the customer) are counted for purposes of determining
the presence or absence of a quorum for the transaction of business, they are
generally not counted for the purposes of determining whether such proposals
have been approved and therefore have no effect.
Solicitation of Proxies
The cost of solicitation of proxies will be borne by the Corporation.
Solicitations will be made only by the use of the mails, except that officers
and regular employees of the Corporation and Planters Bank & Trust Company of
Virginia (the "Bank") may make solicitations of proxies by telephone, telegram,
special letter, or by special call, acting without compensation other than
regular compensation. It is contemplated that brokerage houses and other
nominees, custodians, and fiduciaries will be requested to forward the proxy
soliciting material to the beneficial owners of the stock held of record by such
persons, and the Corporation will reimburse them for their charges and expenses
in this connection.
PRINCIPAL SHAREHOLDERS
To the best of management's knowledge, the following own either beneficially or
of record more than 5% of the Corporation's outstanding shares of common stock.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
- ------------- ---------------- -------------------- -----
<S> <C>
Common Carlyle Van D. Cochran 271,816 Direct 6.8
8205 Kerry Road
Chevy Chase, Maryland
Common Mocomp, Inc. 279,672 Direct (1) 7.0
P.O. Box 920
Verona, Virginia 24482
</TABLE>
- --------------
(1) One hundred percent (100%) of Mocomp, Inc. common stock is owned by a Trust
Under Agreement dated January 10, 1992; P. W. Moore, Trustor and P. W.
Moore, Jr., Dorothy B. Moore and Benham M. Black, Trustees; Mocomp, Inc.
owns 279,672 shares of the Corporation's Common stock. The reporting of
such shares is not to be construed as an admission of beneficial ownership
by the listed trustees.
ITEM 1
CANDIDATES FOR DIRECTORS;
ELECTION OF DIRECTORS
2
<PAGE>
In accordance with the Corporation's Bylaws, the Board of Directors has the
power to fix the number of directors of the Corporation at not less than five
(5) nor more than fifteen (15). The Board has adopted a resolution setting the
number of directors to be elected at this Annual Meeting at seven (7) and
recommending that the persons listed below be elected as directors to serve
until the next Annual Meeting and until their successors are duly elected and
qualify. The Board of Directors has no reason to believe that the persons named
will not be available, but in the event a vacancy among the nominees occurs
prior to the meeting, the proxy will (unless otherwise directed thereon) be
voted either for less than seven (7) as the number of directors to be elected or
for a substitute nominee or nominees designated by the Board of Directors, and
for the remaining nominees.
<TABLE>
<CAPTION>
Number of Shares
Served as Principal Beneficially Owned as of
Director Occupation During March 17, 2000
Name (Age) Since (1) Past Five Years (2) (Percent of Class) (3)
- ---------- ----------- ------------------- ----------------------
<S> <C>
Lee S. Baker, (49) 1984 Vice-Chairman of the 22,156(4)
Board of the Bank; *
Owner - Manager,
Staunton Tractor, Inc.
Benham M. Black, (65) 1969 Attorney-at-Law, 19,612(5)
Black, Noland & Read, P.L.C. *
Harry V. Boney, Jr., (66) 1975 Chairman of the Board of the 25,700(6)
Corporation *
William P. Heath, Jr., (54) 1997 President of the Corporation 2,196(7)
and the Bank *
Jan S. Hoover, (43) 1995 Vice President and Treasurer, 1,100(8)
Arehart Associates, Ltd. *
</TABLE>
<TABLE>
<CAPTION>
Number of Shares
Served as Principal Beneficially Owned
Director Occupation During as of March 17, 2000
Name (Age) Since (1) Past Five Years (2) (Percent of Class)(3)
- ---------- --------- ------------------- ---------------------
<S> <C>
Martin F. Lightsey, (57) 1995 President and CEO, 1,050
Specialty Blades, Inc. *
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
James S. Quarforth, (45) 1995 Chairman, CEO and Director, 800
CFW Communications Co.; *
Director, American
Illuminet, Inc.
All directors and executive 81,714
officers as a group 2.04%
(8 persons)
</TABLE>
* Less than 1.0%; based on total outstanding shares of 3,997,198 shares as of
date of this Proxy Statement.
(1) Dates reference when nominee became a director of the Bank, except that Mr.
Black became a director of Augusta Bank and Trust Company, a predecessor of
the Bank, in 1971. Mr. Heath was appointed to and by the Board of Directors
of the Corporation on January 1, 1998.
(2) Mr. Black was Chairman of the Board of the Bank from April 13, 1994 to
April 26, 1999, was Vice Chairman of the Bank from April 1984 to April 12,
1994, and was Chairman of the Board of the Corporation from September 27,
1996 to April 26, 1999; Mr. Boney was the President of the Bank from
January 14, 1976 to December 31, 1996 and President of the Corporation from
September 27, 1996 to December 31, 1997; Mr. Heath has been President of
the Bank since January 1, 1997 and President of the Corporation since
January 1, 1998.
(3) For purposes of this table, beneficial ownership has been determined in
accordance with the provision of Rule 13d-3 of the Securities Exchange Act
of 1934 under which, in general, a person is deemed to be the beneficial
owner of a security if he 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 has the right to acquire beneficial ownership of
the security within sixty days.
(4) 18,192 shares are registered in the name of corporations.
(5) 100 shares are registered in spouse's name; the reporting of such shares is
not to be construed as an admission of beneficial ownership; in addition,
Mr. Black is a trustee for Mocomp, Inc., which owns 279,672 shares of the
Corporation's common stock. The reporting of such shares is not to be
construed as an admission of beneficial ownership by the listed trustees,
and none of these shares are reflected in this table.
(6) 300 shares are registered in spouse's name and 22,000 shares are registered
in the name of trustees; the reporting of such shares is not to be
construed as an admission of beneficial ownership.
(7) 296 shares are registered in spouse's name; the reporting of such shares is
not to be construed as an admission of beneficial ownership.
(8) 300 shares are registered in child's name; the reporting of such shares is
not to be construed as an admission of beneficial ownership.
Committees of the Corporation and Its Subsidiary
The Corporation's Board of Directors currently has only one standing committee,
the Examination Committee. This committee consists of three directors: Lee S.
Baker, Chairman, Jan S. Hoover and James S. Quarforth. The Examination Committee
will establish the scope and detail of the continuous audit program for the
Corporation, using an internal auditor to protect against improper and unsound
practices and to furnish adequate protection to all assets and records. During
1999, the committee held one meeting.
4
<PAGE>
The Corporation does not have a Nominating Committee. Therefore, the Board of
Directors selects candidates for nomination to membership on the Corporation's
Board. The Board also considers those nomination recommendations by shareholders
which are submitted, in writing, along with biographical and business experience
information, on a timely basis. The Board received no such nominations related
to this year's meeting. Nominations for the 2001 Annual Meeting of Shareholders
should be received prior to January 10, 2001. During 1999, nominations were made
at one meeting.
The Corporation's sole operating subsidiary is the Bank, which maintains several
standing committees, including an Examination Committee and a Salary Committee.
Examination Committee. The Bank's Examination Committee consists of three
directors: Harry V. Boney, Jr., Chairman; Benham M. Black, and Lee S. Baker.
The Examination Committee establishes the scope and detail of the continuous
audit program and loan review, which is conducted by the internal auditor to
protect against improper and unsound practices and to furnish adequate
protection to all assets and records.
Subject to approval of the Board of Directors of the Corporation, the Bank's
Examination Committee engages a qualified firm of certified public accountants
to conduct such audit work as is necessary and to receive written reports. In
addition, the auditor of the Corporation and its subsidiary, the Bank, reports
to the chairman of the Examination Committee on all matters relating to the
Corporation and the Bank. During 1999, the committee held five meetings.
Personnel and Salary Committee. The Bank's Salary Committee consists of three
directors: Jan S. Hoover, Chairman, Lee S. Baker, and Harry V. Boney, Jr. The
Personnel and Salary Committee provides overall guidance to salary compensation
of all personnel. The committee reviews salary administration, as necessary,
including evaluation, salary grades and ranges, salary surveys, and recommends
to the Board of Directors salary changes when needed. During 1999, the
committee held two meetings.
Compensation Committee Interlocks and Insider Participation
No member of the Bank's Personnel and Salary Committee is or has been an
employee of the Corporation or the Bank, except Harry V. Boney, Jr. Mr. Boney
was President of the Bank from January 14, 1976 to December 31, 1996 and
President of the Corporation from September 27, 1996 to December 31, 1997. Mr.
Boney currently serves as Chairman of the Board of Directors of the Corporation.
None of the Corporation's or the Bank's executive officers has served on the
board of directors of any Corporation of which a member of the committee is an
employee.
Other Transactions With Management
The Corporation has had, and expects to have in the future, transactions in the
ordinary course of business with a number of its directors, officers, principal
shareholders and their associates on substantially the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others and do not involve more than the normal risk
of collectibility or present other unfavorable features.
5
<PAGE>
During 1999, the highest aggregate extension of credit to directors, officers,
principal shareholders and their associates as a group amounted to $1,015,891
which is 2.20% of the equity capital of the Corporation, and the outstanding
balances of these credits as of December 31, 1999 amounted to $1,015,891 which
is 2.20% of the equity capital of the Corporation.
During 1999, there were no extensions of credit to a director, officer,
principal shareholder and/or their associates which exceeded 10% of the
Corporation's capital.
Directors' Fees And Attendance
During 1999, directors were paid fees at the rate of $350.00 for attendance at
each monthly meeting and each special meeting of the Board of Directors. The
total directors' fees paid for 1999 were $27,000. The Chairman of the Board was
paid $250.00 for each monthly meeting and each special meeting of the Board of
Directors. Total Chairman fees paid for 1999 were $3,000.00. Full-time, salaried
officers of the Corporation were not paid for attendance at any Board of
Directors meeting.
During 1999, there were 14 meetings of the Board of Directors and each nominee
attended more than 75% of the meetings, with the exception of James S. Quarforth
who attended 57.1% of the meetings.
The average attendance of all nominees at Board of Directors meetings was 76.5%.
Transactions In Which Directors Have An Interest
During the year 1999, the Corporation paid $124,865 for legal services to the
firm of Black, Noland and Read, P.L.C., of which Mr. Black is a member.
During 1999, the Corporation paid $104,404 to Insurance Partners of Virginia,
for various insurance coverages. H. C. Stuart Cochran, Chairman of the Board and
a director of Planters Bank & Trust Company of Virginia, is Vice President and
Treasurer of Insurance Partners of Virginia.
EXECUTIVE COMPENSATION
The table below sets forth information concerning the annual compensation earned
by the executive officers of the Bank. Since the Corporation was formed as the
Bank's holding company effective January 2, 1997, the amounts reflected below
related to compensation earned as an officer of the Bank for each of the three
years listed. However, the individuals' current positions are reflected in the
principal positions listed.
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
- -------------------
Name and
Principal All Other
Position Year Salary($) Bonus($) Compensation($)(1)
- -------- ---- --------- -------- ------------------
<S> <C>
William P. Heath, Jr. 1999 155,000 5,961 23,897
President of the Corporation 1998 142,000 11,318 23,581
and President of the Bank 1997 132,000 14,278 24,634
Joseph Shomo 1999 108,554 3,995 18,418
Senior Vice President of 1998 100,850 8,038 18,452
the Bank 1997 95,600 10,341 18,678
Fred D. Bowers 1999 98,136 3,760 19,267
Secretary/Treasurer of the 1998 94,000 7,492 19,663
Corporation and Senior Vice 1997 88,600 9,584 19,266
President/Cashier of the Bank
Thomas A. Davis 1999 89,856 3,436 16,773
Senior Trust Officer 1998 85,890 6,846 16,626
of the Bank 1997 81,800 8,848 17,462
</TABLE>
- ------------------
(1) This amount represents the cost of the following benefits for the named
officer. Medical insurance, disability insurance, life insurance and
retirement are provided for all full-time employees. Amounts of life
insurance are based on individual salary levels for all employees except
officers with the title of vice president or above and trust officer or
above. These officers receive part term life and part whole life based on
individual salary levels. All full-time employees who meet the minimum age
requirement of 20 1/2 years of age participate in a defined contribution
retirement plan based on total compensation.
Personnel and Salary Committee Report On Executive Compensation
The Personnel and Salary Committee of the Board of Directors of the Bank has
furnished the following report on executive compensation.
The committee has developed and implemented compensation policies and plans
which seek to enhance the profitability of the Corporation and maximize
shareholder value by aligning closely the financial interests of its Senior
Officers with those of its Shareholders. The policies are designed to provide
competitive levels of compensation to attract and retain corporate officers and
key employees with outstanding abilities and to motivate them to perform to the
full extent of their abilities. The policies provide for both annual salaries
and participation in an incentive compensation plan with all other employees of
the Corporation.
7
<PAGE>
The Board Of Directors sets base salaries at levels competitive with amounts
paid to senior executives with comparable qualifications, experience and
responsibilities after comparing salary ranges of similarly sized banks located
in Virginia. The Virginia Bankers Association Salary Survey of Virginia Banks is
used for comparison of salaries paid for similar positions and responsibilities.
The annual and incentive compensation is also closely tied to the Corporation's
success in achieving significant financial performance goals.
The Board of Directors approves the Chief Executive Officer's annual salary
based on the compensation data from selected peer banks and its assessment of
both the Chief Executive Officer's past performance and expected future
contributions in leading the Corporation. In addition to the internal measures
above, the Board of Directors also reviews the financial performance of the
Corporation in relation to peer group averages and predetermined goals set by
the Board of Directors. A subjective approach is used in its evaluation of these
factors and therefore does not rely on a formula or weights of specific factors.
The incentive compensation plan, which includes all employees of the
Corporation, provides rewards for commitment and dedication to job performance
and for excellent service to customers. The incentive funds, as determined by
the Board of Directors, are allocated pro rata to all employees based on their
earnings.
The foregoing report has been furnished by Committee members Hoover, Baker and
Boney.
8
<PAGE>
SHAREHOLDER RETURN
Management provides below a line graph which compares the Corporation's
shareholder return to the returns of the NASDAQ stock index and to the returns
of The Carson Medlin Company's Independent Bank Index (IBI), an index of 23
financial institutions located in Alabama, Florida, Georgia, North Carolina,
South Carolina, Tennessee, Virginia and West Virginia, as calculated by The
Carson Medlin Company, Investment Bankers. The total five year return was
calculated for each of the institutions in the peer group taking into
consideration changes in stock price, cash dividends, stock dividends, and stock
splits since December 31, 1994. The individual results were then weighted by the
market capitalization of each institution in the survey relative to the entire
peer group.
[GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
------- ------- ------- ------- ------- -------
<S> <C>
VIRGINIA FINANCIAL CORPORATION 100 118 146 168 202 244
INDEPENDENT BANK INDEX 100 122 155 235 246 222
NASDAQ INDEX 100 141 174 213 300 542
</TABLE>
Specifically, this graph was created by comparing the percentage change in stock
prices for the Corporation and both indices on a year to year basis, looking
only at the closing price of the stock as of December 31 of each year surveyed.
Accordingly, this graph may be affected by unusually high or low prices at
December 31, 1994 or by temporary swings in stock price at December 31 of a
given year.
Section 16(a) Beneficial Ownership Reporting Compliance
9
<PAGE>
Section 16(a) of the Exchange Act requires directors, executive officers and 10%
beneficial owners of the Company's Common Stock to file reports concerning their
ownership of Common Stock. The Company believes that its officers and directors
complied with all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934 during 1999.
INDEPENDENT PUBLIC ACCOUNTANTS
Yount, Hyde & Barbour, P.C. served as the Corporation's principal independent
certified public accountants for the fiscal year ended December 31, 1999. No
company has been selected by the Board of Directors to act as the Corporation's
independent certified public accountants for the current fiscal year. The Board
will make this decision later in the year. A representative of Yount, Hyde &
Barbour, P.C. will be present at the Annual Meeting of Shareholders and will be
given the opportunity to make a statement and respond to appropriate questions
from the shareholders.
OTHER MATTERS
Management knows of no other matter to be presented for consideration at the
meeting by management or by shareholders, other than matters described herein.
If any other matters shall properly come before the meeting, it is the intention
of the persons named in the accompanying proxy to vote thereon in the interest
of the Corporation according to their best judgment.
INFORMATION RELATING TO SHAREHOLDER PROPOSALS
In the event shareholders of the Corporation intend to make any proposals to be
presented at the next Annual Meeting of Shareholders of the Corporation to be
held on or about April 30, 2001, such proposals must be received at the
Corporation's principal executive offices located at 24 South Augusta Street,
Staunton, Virginia 24401, by January 10, 2001, in order for such proposals to
be included in the Corporation's proxy statement and form of proxy relating to
such meeting.
AVAILABILITY OF FORM 10-K
ON OR ABOUT MARCH 31, 2000, THE CORPORATION WILL FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION AN ANNUAL REPORT (FORM 10-K) FOR THE YEAR 1999. THE
CORPORATION WILL PROVIDE A COPY OF THE CORPORATION'S FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, WITHOUT CHARGE, TO ANY PERSON
FROM WHOM THE BOARD OF DIRECTORS HAS SOLICITED A PROXY FOR USE AT THE ANNUAL
MEETING OF SHAREHOLDERS, UPON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO MR.
FRED D. BOWERS, SECRETARY/TREASURER, VIRGINIA FINANCIAL CORPORATION, DRAWER
1309, STAUNTON, VIRGINIA 24402-1309.
By order of the Board of Directors,
William P. Heath, Jr.
President
March 24, 2000
10
<PAGE>
PROXY
Virginia Financial Corporation
2000 Annual Meeting of Shareholders
Held April 24, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned Shareholder hereby constitutes and appoints G. Raymond
Ergenbright and Elizabeth M. Schreiber, or either of them, proxies of the
undersigned, with full power of substitution, to vote the shares of common stock
of Virginia Financial Corporation, outstanding in the name of the undersigned,
at the 2000 Annual Meeting of Shareholders of Virginia Financial Corporation to
be held at the Main Office of Planters Bank & Trust Company of Virginia, located
at 24 South Augusta Street, Staunton, Virginia, on the 24th day of April, 2000,
at 7:30 p.m., local time, and at any adjournment or adjournments thereof, with
all powers the undersigned would possess if personally present:
ITEM 1: To elect the seven (7) nominees for Directors as set forth in the Proxy
Statement including voting for a lesser number, if a vacancy occurs among the
nominees, and voting in respect to any substitute nominee or nominees designated
by the Board of Directors.
_____ FOR all nominees listed below _____ WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
Lee S. Baker Jan S. Hoover
Benham M. Black Martin F. Lightsey
Harry V. Boney, Jr. James S. Quarforth
William P. Heath, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below.)
I withhold authority for
-----------------------------------------------------
ITEM 2: To take action upon such other matters as may properly come before the
meeting or any adjournment or adjournments thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ON ITEM 1 LISTED ABOVE, AND YOUR
PROXY WILL BE VOTED FOR ITEM 1 IF NO SPECIFICATION IS MADE. IF ANY OTHER MATTERS
COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED WITH RESPECT THERETO IN THE
INTEREST OF THE CORPORATION ACCORDING TO THE BEST JUDGMENT OF THE PERSON OR
PERSONS VOTING THE PROXY.
<PAGE>
(over)
This proxy is revocable by you at any time prior to the voting of the shares
represented, by notifying the Secretary of the Corporation in writing before
such vote or by filing another proxy with the Secretary bearing a later date.
Shareholders who are present at the meeting may withdraw their proxy and vote in
person. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title as such. Both joint holders should sign.
Dated , 2000 -----------------------------(SEAL)
-----------
Number of Shares -----------------------------(SEAL)
-------------
-----------------------------(SEAL)
Return to:
Virginia Financial Corporation
P.O. Drawer 1309
Staunton, Virginia 24402-1309
