<PAGE> 1
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
RHBT FINANCINAL 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)(1) 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:
<PAGE> 2
RHBT FINANCIAL CORPORATION
315 East Main Street
Rock Hill, South Carolina 29730
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
We cordially invite you to attend the 2000 Annual Meeting of
Shareholders of RHBT Financial Corporation, the parent company of Rock Hill Bank
& Trust. At the meeting, we will report on our performance in 1999 and answer
your questions. We are excited about our accomplishments in 1999 and look
forward to discussing both our accomplishments and our plans with you.
This letter serves as your official notice that we will hold the
meeting on April 27, 2000 at 5:30 p.m. at Rock Hill Country Club, 600 Country
Club Drive, Rock Hill, South Carolina 29730, for the following purposes:
1. To elect three members to the board of directors; and
2. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March
15, 2000 are entitled to attend and vote at the meeting. A complete list of
these shareholders will be available at our offices prior to the meeting.
Please use this opportunity to take part in the affairs of your company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.
By order of the board of directors,
/s/ J. A. Ferguson, Jr.
J. A. Ferguson, Jr.
President and Chief Executive Officer
March 24, 2000
Rock Hill, South Carolina
<PAGE> 3
RHBT FINANCIAL CORPORATION
315 EAST MAIN STREET
ROCK HILL, SOUTH CAROLINA 29730
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 27, 2000
Our board of directors is soliciting proxies for the 2000 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
VOTING INFORMATION
We have set March 15, 2000 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 1,720,938 shares of common stock outstanding on the record
date. A majority of the outstanding shares of common stock represented at the
meeting will constitute a quorum. We will count abstentions and broker
non-votes, which are described below, in determining whether a quorum exists.
When you sign the proxy card, you appoint J.A. Ferguson, Jr. and Elvin
F. Walker as your representatives at the meeting. Mr. Ferguson and Mr. Walker
will vote your proxy as you have instructed them on the proxy card. If you
submit a proxy but do not specify how you would like it to be voted, Mr.
Ferguson and Mr. Walker will vote your proxy for the election to the board of
directors of all nominees listed below under "Election Of Directors." We are not
aware of any other matters to be considered at the meeting. However, if any
other matters come before the meeting, Mr. Ferguson and Mr. Walker will vote
your proxy on such matters in accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.
Brokers who hold shares for the accounts of their clients may vote
these shares either as directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies that brokers do not vote on some proposals but that they do vote on
others are referred to as "broker non-votes" with respect to the proposals not
voted upon. A broker non-vote does not count as a vote in favor of or against a
particular proposal for which the broker has no discretionary voting authority.
In addition, if a shareholder abstains from voting on a particular proposal, the
abstention does not count as a vote in favor of or against the proposal.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about March 24,
2000.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Our board of directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the board members
expires at each annual meeting. The current terms of the Class II directors will
expire at the meeting. The terms of the Class III directors expire at the 2001
Annual Meeting of Shareholders. The terms of the Class I directors will expire
at the 2002 Annual Meeting of Shareholders. Our directors and their classes are:
2
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C>
Class I Class II Class III
Edwin L. Barnes Jean M. Gaillard Claude W. Burns, III
William C. Beaty, Jr. Jerry H. Padgett, Ph.D. J.A. Ferguson, Jr.
Hugh L. Harrelson, Sr. Richard S. Powell
Elvin F. Walker
</TABLE>
Shareholders will elect two nominees as Class II directors at the
meeting to serve a three-year term, expiring at the 2003 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the two nominees receiving the highest number of
votes will be elected.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU ELECT JEAN M. GAILLARD AND
JERRY H. PADGETT, PH.D. AS CLASS II DIRECTORS.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Ferguson and Mr. Walker will vote your proxy to elect Ms. Gaillard
and Dr. Padgett. If any of these nominees is unable or fails to accept
nomination or election (which we do not anticipate), Mr. Ferguson and Mr. Walker
will vote instead for a replacement to be recommended by the board of directors,
unless you specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees. Each of the
nominees is also an organizer and director of our subsidiary, Rock Hill Bank &
Trust:
JEAN M. GAILLARD, 71, Class II director, is in and has been in the real
estate business for more than 35 years. From 1978 until January 1996, she was a
co-owner of Southern Realty, Incorporated of York County, where she served as
the company's vice president, secretary, and broker-in-charge. Ms. Gaillard
attended Furman University. She is a Certified Residential Broker, a Certified
Residential Specialist, and a graduate of the Realtors' Institute.
JERRY H. PADGETT, PH.D., 67, Class II director, retired from Winthrop
University in July 1997. From 1972 until his retirement, he served as the Dean
of the School of Business at Winthrop University. Dr. Padgett received
bachelor's and master's degrees from Clemson University in 1954 and 1955,
respectively, and a Ph.D. from Purdue University in 1960, and he also completed
studies at Harvard University in 1983. Dr. Padgett served on the boards of
directors of United Financial Corporation and its subsidiaries, Home Federal
Savings Bank of South Carolina and United Savings Bank, from 1988 until October
1995.
Set forth below is also information about each of our other directors
and each of its executive officers. Each director is also an organizer and a
director of Rock Hill Bank & Trust.
EDWIN L. BARNES, 73, Class I director, has been employed by Rock Hill
Telephone Company since 1946 and currently serves as its executive vice
president, chief financial officer, and secretary-treasurer, and as a director.
Mr. Barnes also is an officer and director of several affiliated companies
engaged in the telecommunications business with respect to which he has primary
responsibility for financial and administrative functions. Mr. Barnes received a
bachelor of science degree in mechanical engineering from The Georgia Institute
of Technology in 1945. He served as an advisory director for The Citizens &
Southern National Bank of South Carolina and its successor NationsBank in Rock
Hill from January 1991 until October 1995.
WILLIAM C. BEATY, JR., 52, Class I director, has been employed by
Catawba Services, Inc., a cable television operator, since 1974, serving as the
executive vice president of the company since June 1995 and as a director. Mr.
Beaty is President of the South Carolina Cable Television Association and a
director of the South Carolina Cable Television Foundation. Mr. Beaty graduated
from Presbyterian College in 1970. He served on the board of directors of Home
Federal Savings Bank of South Carolina from 1984 to October 1995.
CLAUDE W. BURNS, III, 42, Class III director, has been the president of
Burns Chevrolet, Inc, in Rock Hill since 1982 and the vice president of
Burns Nissan, Inc. since December 1994. Mr. Burns is a past president of the
3
<PAGE> 5
South Carolina Automobile Dealers Association, a past chairman of the Rock Hill
Area Chamber of Commerce, and a board member of the York County Economic
Development Board. He graduated from The Citadel with a B.S. degree in 1980.
J. A. FERGUSON, JR., 52, Class III director, has served as the
president and chief executive officer our bank since it opened in May 1996.
Prior to joining the Bank, Mr. Ferguson was the senior vice president and city
executive of Southern National Bank of South Carolina and its successor Branch
Banking and Trust Company of South Carolina in Orangeburg, South Carolina, from
January 1994 until December 1995, when he resigned to join the organizing
efforts to form our bank. From 1973 to January 1994, Mr. Ferguson worked in a
number of capacities for C&S National Bank and its successor, NationsBank, N.A.,
most recently as vice president and city executive in Orangeburg, South
Carolina. Mr. Ferguson received a B.A. degree in economics from Clemson
University in 1969.
HUGH L. HARRELSON, SR., 55, Class I director, is a practicing attorney,
beginning his practice in Rock Hill in 1971 and, since 1996, has been a partner
in the law firm of Harrelson, Hayes & Guyton, L.L.C. He is a former member of
the Rock Hill City Council, having served from 1980 to 1998, a past Mayor Pro
Tem of Rock Hill, past chairman of the Rock Hill Traffic Commission, and a
member of the board of directors of the Rock Hill Economic Development
Corporation. Mr. Harrelson received a B.A. degree from Carson-Newman College in
1966 and a J.D. degree from the Cumberland School of Law at Samford University
in Birmingham, Alabama in 1971.
RICHARD S. POWELL, 65, Class III director, has been employed by Sunbelt
Corporation, which produces and markets textile dyes, in Rock Hill as vice
president-operations and director-technical & manufacturing administration since
1987. Mr. Powell graduated from Clemson University in 1957 with a B.S. degree in
textile chemistry and received an M.S. in textile chemistry from Clemson
University in 1961.
PATRICIA M. STONE, 44, serves as a senior vice president and the chief
financial officer of our company and our bank. From 1995 until May 1996, Ms.
Stone was an assistant vice president and manager of mergers and acquisitions
for First Union National Bank in Charlotte, North Carolina. From 1981 until
1995, she worked in various capacities for Home Federal Savings Bank in Rock
Hill, most recently as the vice president and treasurer. Ms. Stone obtained a
B.A. degree from Winthrop University in 1976 and an M.B.A. from Winthrop
University in 1978.
ELVIN F. WALKER, 64, Class III director, serves as chairman of the
board of our company and our bank. Mr. Walker retired from Bowater Incorporated
in January 1996. Before his retirement, he was president and general manager of
Bowater Incorporated's Carolina operations. He joined the organization in July
1982 as assistant general manager and was named general manager in April 1990.
Mr. Walker graduated from The Georgia Institute of Technology in 1958 with a
degree in chemical engineering and received M.S. and Ph.D. degrees from The
Institute of Paper Chemistry in 1960 and 1964, respectively. He also served as a
director of Rock Hill National Bank from 1988 until November 1994.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows the cash compensation earned by our president
and chief executive officer for the years ended December 31, 1997 through 1999.
None of our other executive officers earned total annual compensation, including
salary and bonus in excess of $100,000 in 1999.
4
<PAGE> 6
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION AWARDS COMPENSATION (1)
------------------------ ---------------------------- -----------------
NAME AND NUMBER OF SECURITIES
PRINCIPAL POSITION YEAR SALARY (1) BONUS UNDERLYING OPTIONS
- ------------------- ---- --------- ----- ------------------
<S> <C> <C> <C> <C> <C>
J.A.Ferguson, Jr. - President, and 1999 $111,405 $10,026 54,044 $3,381
Chief Executive Officer 1998 $109,045 $10,000 -- $3,111
1997 103,000 6,000 -- 2,190
</TABLE>
(1) Our executive officers also received indirect compensation in the form of
certain perquisites and other personal benefits. The amount of such
benefits received in the fiscal year by each named executive officer did
not exceed 10% of the executive's annual salary and bonus.
OPTION GRANTS IN LAST FISCAL YEAR
At the 1999 annual shareholders meeting, our shareholders approved the
RHBT Financial Corporation 1999 Stock Incentive Plan, under which we may grant
options for up to 312,500 shares to our officers, directors, and employees. The
following table sets forth information concerning each grant of stock options to
Mr. Ferguson during the year ended December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
GRANTED FISCAL YEAR ($/SH) DATE
------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
J.A. Ferguson, Jr........ 50,000 (1) 43.2% $12.40 02/19/09
4,044 17.4% $16.00 12/31/09
</TABLE>
(1) Upon the adoption of the plan, we granted Mr. Ferguson an option to
purchase 50,000 shares at $12.40 per share. The options are incentive
stock options and vest at the rate of 20% the first year and one-sixth
per year for each of the subsequent six anniversaries of the grant date
of February 19th, subject to continued employment and the achievement
of certain performance criteria. The options have a term of ten years.
(2) As of December 31, 1999, we granted Mr. Ferguson 4,044 options at
$16.00 per share. The options are incentive stock options and vest at
the rate of 20% the first year and one-sixth per year for each of the
subsequent six anniversaries of the grant date of December 31st. The
options have a term of ten years.
5
<PAGE> 7
AGGREGATED OPTION EXERCISE AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED SECURITIES VALUE OF UNEXERCISED IN-THE-MONEY
UNDERLYING OPTIONS AT FISCAL YEAR END OPTIONS AT FISCAL YEAR END (1)
--------------------------------------- ----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
J.A. Ferguson, Jr. 10,809 43,235 $ 36,000 $ 144,000
</TABLE>
(1) The closing price of our common stock on The Nasdaq Stock Market on
December 31, 1999 was at $16.00.
DIRECTOR COMPENSATION
During the year ended December 31, 1999, we paid our directors fees
of $200 for attendance at each Board meeting.
We also issued non-incentive stock options for 9,375 shares of common
stock to each outside director in 1999 with the exceptions of Mr. Burns, who
received stock options for 3,125 shares. These options are exercisable at $12.40
per share and vest over seven years.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The following table shows how much of our common stock is owned by our
directors, certain executive officers, and owners of more than 5% of our
outstanding common stock, as of March 1, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES % OF BENEFICIAL
NAME OWNED (1) RIGHT TO ACQUIRE (2) OWNERSHIP(3)
---- --------- -------------------- ---------------
<S> <C> <C> <C>
Anchor Financial Corporation 382,500 22.2%
Edwin L. Barnes 66,875 3,125 4.1%
William C. Beaty, Jr. 37,325 3,125 2.3%
Claude W. Burns, III 1,250 417 0.1%
J.A. Ferguson, Jr. 8,750 18,015 1.5%
Jean M. Gaillard 12,500 3,125 0.9%
Hugh L. Harrelson, Sr. 13,476 3,125 1.0%
Jerry H. Padgett, Ph.D. 27,191 3,125 1.8%
Richard S. Powell 23,000 3,125 1.5%
Elvin F. Walker 11,750 3,125 0.9%
Executive officers and directors as a 218,945 40,307 14.7%
group (10 persons)
</TABLE>
---------------------
* Less than 1%
6
<PAGE> 8
(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse, or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.
Does not include shares that may be acquired by exercising stock
options.
(2) Includes shares that may be acquired within the next 60 days by
exercising vested stock options but does not include any other stock
options.
(3) Determined by assuming the named person exercises all options which he
or she has the right to acquire within 60 days, but that no other
persons exercise any options.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Our company's board of directors held 12 meetings in 1999. All
directors attended at least 75% of such meetings and the meetings of each
committee of which they are members. The board of directors has established an
audit committee, an executive committee, a loan committee, an investment
committee, and a trust committee. Information about the functions, members and
meetings of those committees is set forth below.
AUDIT COMMITTEE. The audit committee selects our independent auditors,
determines the scope of the annual audit and of any special audit, oversees the
administrative, operations, and internal controls our bank, reviews compliance
with accounting policies and procedures, and establishes and oversees an
internal audit program. During 1999, the audit committee held four meetings. In
1999, the members of the audit committee were William C. Beaty, Jr., Jean M.
Gaillard, Jerry H. Padgett, Ph.D., Richard S. Powell, and Elvin F. Walker.
EXECUTIVE COMMITTEE. The executive committee establishes and monitors
policies of the bank and compliance with those policies, reviews and comments on
proposed changes to policies, proposes a slate of nominee directors for approval
by the board for submission to the shareholders, and establishes and monitors
our employee benefit plans and personnel policies. The executive committee has
all authority to act on behalf of and to exercise the powers of the board
between its meetings. During 1999, the executive committee held eight meetings.
In 1999, the members of the executive committee were J.A. Ferguson, Jr., Edwin
L. Barnes, William C. Beaty, Jr., Jerry H. Padgett, Ph.D., Richard S. Powell,
and Elvin F. Walker.
LOAN COMMITTEE. The loan committee establishes and monitors our bank's
lending and loan grading policies and compliance with those policies, reviews
requests for large loans, reviews and makes recommendations regarding the
adequacy of reserves for loan and lease losses, supervises administration of our
bank's past due loan portfolio, and supervises disposition of real estate owned
and other collateral acquired by our bank.
INVESTMENT COMMITTEE. The investment committee establishes, monitors
compliance with, and makes recommendations regarding changes in our bank's
investment policy, asset/liability mix, interest gap exposure, and interest rate
policies.
TRUST COMMITTEE. The trust committee oversees the operation of our
bank's trust department, reviews trust procedures and policies, approves trust
fee structures and revisions to the fees, and reviews and approves new accounts
and the investment products that the trust department uses.
7
<PAGE> 9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
We lease our main office from Rock Hill Telephone Company pursuant to a
five-year lease agreement. Rental expense for the years ended December 31, 1999
and 1998 was $136,200 and $136,200, respectively. The initial lease term expires
on May 12, 2001. We have three successive options to renew the lease for a
period of five years each, at the then fair rental value of the property. There
is no option to purchase the building at the end of the lease. Currently, the
monthly rental payment is approximately $11,350. Rental for each renewal period
may be adjusted upward or downward to reflect changes in the consumer price
index. However, if we do not lease the building for the entire 20 years, we will
be obligated to pay Rock Hill Telephone Company one-half of the unamortized cost
(as of the termination of the lease) of the improvements made by Rock Hill
Telephone Company.
We also purchase telephone equipment and monthly telephone service from
Rock Hill Telephone Company. In addition to the lease payments described above,
we paid Rock Hill Telephone Company $53,922, $47,802, and $36,655 for equipment
and services for the years ended December 31, 1999, 1998 and 1997 respectively.
Edwin L. Barnes, one of our directors, is a principal officer, director, and
minority shareholder of Rock Hill Telephone Company.
We lease the land on which we built one of our branches from Mr. Hugh
L. Harrelson, Sr., one of our directors. The initial lease term commenced March
1, 1998 and runs for 25 years with two successive options to renew for an
additional five years. Monthly payments are $1,628 and are scheduled to change
every five years on the anniversary date of the lease.
We have banking and other transactions in the ordinary course of
business with our directors and officers and their affiliates, including members
of their families or corporations, partnerships, or other organizations in which
such officers or directors have a controlling interest, on substantially the
same terms (including price, or interest rates and collateral) as those
prevailing at the time for comparable transactions with unrelated parties. We
believe that such transactions do not involve more than the normal risk of
collectibility nor present other unfavorable features to us. We are subject to a
limit on the aggregate amount we may lend to our directors and officers as a
group equal to our unimpaired capital and surplus. Loans to individual directors
and officers must also comply with our lending policies and statutory lending
limits, and directors with a personal interest in any loan application are
excluded from the consideration of such loan application.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
As required by Section 16(a) of the Securities Exchange Act of 1934,
our directors and executive officers and certain other individuals are required
to report periodically their ownership of our common stock and any changes in
ownership to the SEC. Based on a review of Forms 3, 4, and 5 and any
representations made to us, it appears that the Statement of Changes in
Beneficial Ownership on Form 4 for these persons were not filed in a timely
fashion during 1999. However, the delinquency was corrected on the Annual
Statement of Changes in Beneficial Ownership on Form 4 and filed with the SEC on
February 11, 2000 for the following directors and executive officers: Claude W.
Burns, Jerry M. Padgett, Richard S. Powell, and Robert M. Yoffie.
INDEPENDENT PUBLIC ACCOUNTANTS
We have selected Tourville, Simpson & Caskey, L.L.P. (formerly known as
Tourville, Simpson, and Henderson, L.L.P.), Certified Public Accountants, to
serve as our independent certified public accountants for 2000. We expect that
representatives from this firm will be present and available to answer
appropriate questions at the annual meeting, and will have the opportunity to
make a statement if they desire to do so.
8
<PAGE> 10
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS
If shareholders wish a proposal to be included in our proxy statement
relating to the 2001 annual meeting, they must deliver a written copy of their
proposal to our principal executive offices no later than November 25, 2000. To
ensure our prompt receipt, the proposal should be sent certified mail, return
receipt requested. Proposals must comply with our bylaws relating to shareholder
proposals in order to be included in our proxy materials.
March 24, 2000
9
<PAGE> 11
PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
RHBT FINANCIAL CORPORATION
TO BE HELD ON APRIL 27, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints J.A. Ferguson, Jr. and Elvin
F. Walker, and each of them, his or her true and lawful agents and proxies with
full power of substitution in each, to represent and vote, as indicated below,
all of the shares of common stock of RHBT Financial Corporation that the
undersigned would be entitled to vote at the Annual Meeting of Shareholders of
the company to be held at Rock Hill Country Club, 600 Country Club Drive, Rock
Hill, South Carolina, 29730, on April 27, 2000 at 5:30 p.m. local time, and at
any adjournment, upon the matters described in the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement. These proxies are directed to vote
on the matters described in the Notice of Annual Meeting of Shareholders and
Proxy Statement as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED: (I) "FOR" PROPOSAL NO. 1 TO ELECT THE TWO IDENTIFIED CLASS II
DIRECTORS TO SERVE ON THE BOARD OF DIRECTORS FOR THREE-YEAR TERMS.
1. PROPOSAL to elect the two identified Class II directors to serve for three
year terms.
<TABLE>
<S> <C> <C> <C>
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary)
</TABLE>
Jean M. Gaillard Jerry H. Padgett, Ph.D.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THAT NOMINEE'S NAME(S) IN THE SPACE PROVIDED BELOW.)
-------------------------------------------------------------------------------
(Continued and to be dated and signed on reverse side)
PLEASE SIGN EXACTLY AS NAME OR NAMES APPEAR ON YOUR STOCK CERTIFICATE. WHERE
MORE THAN ONE OWNER IS SHOWN ON YOUR STOCK CERTIFICATE, EACH OWNER SHOULD SIGN.
PERSONS SIGNING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY SHALL GIVE FULL TITLE.
IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
Dated: , 2000
------------------
------------------------------
Signature of Shareholder(s)
------------------------------
Please print name clearly
------------------------------
Signature of Shareholder(s)
------------------------------
Please print name clearly
