CB&T, INC.
101 East Main Street
McMinnville, Tennessee 37110
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 09, 1996
To The Shareholders of CB&T, Inc.:
Notice is hereby given that the Annual Meeting of the
Shareholders (the "Annual Meeting") of CB&T, Inc. (the
"Corporation") will be held on Tuesday, April 09, 1996, at 2:30
p.m., local time, at the executive office and place of business of
the Corporation at 101 East Main Street, McMinnville, Tennessee
37110, for the following purposes:
(1)The election of a Board of Directors of twelve (12)
Directors to serve until the next Annual Meeting of
Shareholders and until their successors have been elected
and qualified; and
(2)To consider and act upon any other matters that
properly may come before the Annual Meeting or any
adjournment thereof.
Only holders of the Corporation's Common Stock, par value
$2.50 per share, of record at the close of business on March 12,
1996, will be entitled to notice of, and to vote at, the Annual
Meeting.
You are cordially invited to attend the Annual Meeting.
Please note, however, that we are asking you to complete and
return the enclosed proxy even if you plan to attend the Annual
Meeting. If you attend the meeting, you will have the opportunity
to withdraw your proxy and vote your own shares in person.
Shareholders may designate a person or persons other than
those named in the enclosed proxy to vote their shares at the
Annual Meeting or any adjournment thereof.
By Order of the
Board of Directors
Jeffrey A. Golden
Chairman of the Board, President and
Chief Executive Officer
<PAGE> 1
CB&T, INC.
101 East Main Street
McMinnville, Tennessee 37110
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on the 09th day of April, 1996
The accompanying proxy is solicited by and on behalf of the
Board of Directors of CB&T, Inc. (the "Corporation") for use at
its Annual Meeting of Shareholders to be held on the 9th day of
April, 1996, and any adjournment thereof. The time and place of
the meeting are set forth in the accompanying Notice of Meeting.
All expenses of preparing, printing, and mailing the proxy and all
materials used in the solicitation thereof will be borne by the
Corporation. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone and telegraph by
directors, officers, and other personnel of the Corporation or its
affiliate, none of whom will receive additional compensation for
such services. The Corporation will also request custodians and
nominees to forward soliciting materials to the beneficial owners
of stock held of record by them and will pay reasonable expenses
of such persons for forwarding such material. The date on which
this Proxy Statement and the accompanying proxy are first being
mailed to shareholders of the Corporation is the 20th day of
March, 1996.
PURPOSES OF THE MEETING
The Annual Shareholders' Meeting will be held for the
purposes of (i) electing Directors; and (ii) transacting whatever
business may properly be brought before the meeting or any
adjournment thereof.
QUORUM AND VOTING
At the close of business on March 12, 1996, the Corporation
had outstanding 269,667 shares of its Common Stock. Only holders
of record of Common Stock of the Corporation at the close of
business on March 12, 1996, (the "Record Date"), are entitled to
notice of and to vote on matters to come before the Annual Meeting
or any adjournment thereof.
The presence in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock of the
Corporation entitled to vote at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting or any adjournment
thereof. A shareholder is entitled to one vote in person or by
proxy at the Annual Meeting for each share of Common Stock of the
Corporation held of record in his/her name.
<PAGE> 2
In each case where the shareholder has appropriately
specified how the proxy is to be voted, it will be voted in
accordance with his/her specifications. Shareholders may
designate a person or persons other than those named in the
enclosed proxy to vote their shares at the Annual Meeting or any
adjournment thereof. As to any other matters of business which
may be brought before the Annual Meeting or any adjournment
thereof, a vote may be cast pursuant to the accompanying proxy in
accordance with the judgment of the person or persons voting the
same in the best interests of the Corporation, but management does
not know of any other matter of business. Any shareholder has the
power to revoke his/her proxy at any time, insofar as it has not
been exercised, by written notice or subsequently dated proxy,
received by the Corporation or by revocation given by the
shareholder in person at the Annual Meeting or any adjournment
thereof.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of March 12, 1996, based upon the latest information
provided to the Corporation, other than J. Paul Holder, who is a
Director of the Corporation, there are no beneficial owners of
more than five percent (5.00%) of the shares as of the Record
Date. The Corporation has no other class of equity securities
outstanding.
The following tabulation sets forth the amount and percentage
of the Corporation Common Stock owned beneficially (as determined
in accordance with the rules and regulations of the Securities and
Exchange Commission) as of March 12, 1996, by all directors,
advisory director and executive officers of the Corporation as a
group. For tabulation of beneficial ownership of the Corporation
by individual directors, see ELECTION OF DIRECTORS.
Number of shares owned Beneficially Percentage of
by Directors, Advisory Director and Common Stock
Executive Officers as a Group 269,667 shares
(a total of 14 persons)
44,157 16.37%
ELECTION OF DIRECTORS
At the Annual Meeting, twelve (12) nominees will be proposed
for election as Directors to serve until the next Annual Meeting
of Shareholders or until their successors are elected and
qualified. The Corporation's Bylaws provide in Article II,
Section 2, that the number of Directors shall be determined from
time to time by the shareholders or a majority of the entire Board
of Directors. The Board of Directors believes it advisable that
there be twelve (12) Directors of the Corporation at this time.
Proxies cannot be voted for a greater number than twelve (12)
nominees.
<PAGE> 3
The Board of Directors proposes the election of the nominees
listed below to serve until the next Annual Meeting or until their
successors are duly elected and qualified. These twelve (12)
nominees are presently serving as Directors. Unless contrary
instructions are received, it is intended that the shares
represented by proxies solicited by the Board of Directors will be
voted in favor of the election as Directors of all of the nominees
named below. If for any reason any of such nominees is not
available for election, the persons named in the form of proxy
have advised that they will vote for such substitute nominees as
the Board of Directors of the Corporation may propose. The Board
of Directors has no reason to expect that any of these nominees
will fail to be candidates at the meeting, and, therefore, does
not at this time have any substitute nominees under consideration.
The names and certain information relating to the twelve (12)
nominees set forth below has been furnished to the Corporation by
the individuals named.
The following information is furnished with respect to the
nominees on the next three pages:
<PAGE> 4
Name Age Position & Position & Dir- Business Shares Per-
Office Held Office Held ector Exp. During of cent
with Corp. With Bank of Last Five Corp. of
Corp Years Benefic- Class
Since ially
Owned
as of
3/12/96
(1)
Robert W. 76 Director Director 1981 Owner, 1,900(2) .70%
Boyd, Sr. Globe
Nursery
McMinnville
TN
Larry E. 49 Director & Director & 1990 Executive 1,419 .53%
Brown Executive Executive Vice
V. P. V. P. President
of Bank
John R. 55 Director Director 1994 President, 1,682(3) .62%
Collier, Pleasant
Jr. Cove
Nursery,
Inc.
McMinnville,
TN
James A. 67 Director Director 1981 Agent, 3,726(4) 1.38%
Dillon, Hoover &
Jr. Sons,
J.A. Dillon
Ins.
Agency,
McMinnville
, TN
Jeffrey A. 55 Director & Director & 1981 Chairman of 1,989(5) .74%
Golden Chairman of Chairman of the Board,
Brd., the Board, President &
President & President & Chief
Chief Chief Executive
Executive Executive Officer of
Officer Officer Bank
Charles D. 60 Director Director 1981 Circuit 477(6) .18%
Haston Court Judge
31st
Judicial
District
State of
Tennessee
James H. 56 Director & Director & 1990 Senior Vice 1,000(7) .37%
Hillis Treasurer Senior V.P. President
of Bank
J. Paul 66 Director Director 1981 Owner, Paul 14,422(8) 5.35%
Holder Holder
Realty &
Auction Co.
McMinnville
TN
<PAGE> 5
M. Thomas 74 Director & Director & 1981 Farmer and 10,438(9) 3.87%
Mullican Vice Chairman Vice Investor
of the Board Chairman of
the Board
James A. 69 Director Director 1981 Investor 3,194 1.18%
Puckett
Leon B. 55 Director Director 1992 President, 2,350 .87%
Stribling Stribling
Chevrolet-
GEO, Inc.
Smithville,
TN
James E. 58 Director Director 1994 President, 615 .23%
Walling Tennessee
Roasters
Enterprise,
Inc. Owner,
Vilco
Supply Co.
<PAGE> 6
FOOTNOTES
1 Unless otherwise indicated, all shares are owned of record.
2 1,900 shares are registered to Robert W. or Eleanor Boyd, Sr.
(Mr. Boyd, Sr.'s wife)
3 1,282 shares are registered to John R. Collier, Jr.
100 shares are registered to Suzanne E. Collier Reynolds (Mr.
Collier, Jr.'s daughter)
300 shares are registered to Pleasant Cove Nursery, Inc. (Mr.
Collier, Jr. is President of Pleasant Cove Nursery, Inc.)
4 2,971 shares are registered to James A. Dillon, Jr.
223 shares are registered to James A. and Phyllis M. Dillon,
Jr. (Mr. Dillon, Jr.'s wife)
532 shares are registered to Phyllis M. Dillon (Mr. Dillon,
Jr.'s wife)
5 1,384 shares are registered to Jeffrey A. Golden
605 shares are registered to Jeffrey A. or Linda Golden (Mr.
Golden's wife)
6 385 shares are registered to Charles D. Haston
92 shares are registered to Charles D. Haston, a general
partnership
7 1,000 shares are registered to James H. or Carolyn Hillis (Mr.
Hillis's wife)
8 14,386 shares are registered to J. Paul Holder
36 shares are registered to Steven Thomas Holder, Trust UMGA
(Mr. Holder's grandson) and J. Paul Holder, Trustee
9 10,168 shares are registered to M. Thomas Mullican
270 shares are registered to Connie W. Mullican (Mr. Mullican's
wife)
<PAGE> 7
COMMITTEES OF THE BOARD
There are four standing Committees of the Board of Directors
of the Corporation and Bank. The Board of Directors of the
Corporation met five (5) times during 1995.
Following are the standing Committees of the Board of
Directors of the Corporation and Bank:
- Nominating Committee (5 members)
- Audit Committee (5 members)
- Personnel Committee (5 members)
- Executive Committee (7 members)
Nominating Committee
Function: The Committee considers nominees for election to
the Board of Directors for both the Corporation and Bank, who are
recommended by shareholders, provided that any such recommendation
is submitted in writing and is accompanied by a description of the
proposed nominee's qualifications and other relevant biographical
information and an indication of the consent of the proposed
nominee to serve.
Number of 1995 meetings: 1
Membership: The Committee membership is made up of five (5)
Directors of which only one is an officer of the Bank. They are
James A. Dillon, Jr., Chairman, M. Thomas Mullican, Charles D.
Haston, J. Paul Holder and Larry E. Brown.
Audit Committee
Functions: The Committee recommends the certified public
accounting firm to be employed by the Corporation and the Bank for
audit purposes and recommends the areas of responsibility of the
CPA firm. The Committee also meets with the CPA firm to receive
the auditors' evaluation of the conditions of the Corporation and
the Bank, and brings those reports to the Board of Directors for
their consideration. The Committee also meets with internal
auditors for periodic review of the audit program of the
Corporation and the Bank.
Number of 1995 meetings: 7
Membership: The Committee membership is made up of four (4)
Directors who are not officers of the Bank and one (1) advisory
director. They are Charles D. Haston, Chairman, Robert W. Boyd,
Sr., Leon B. Stribling, James E. Walling and Dr. J. Ray Troop, Jr.
<PAGE> 8
Personnel Committee
Functions: The Committee reviews and evaluates the officers'
compensation program and makes recommendations to the Boards of
the Corporation and the Bank. See Personnel Committee report on
executive compensation on pages 9 and 10.
Number of 1995 meetings: 3
Membership: The membership of the Committee is made up of
five (5) Directors who are not officers of the Corporation or the
Bank. They are J. Paul Holder, Chairman, James A. Dillon, Jr.,
Robert W. Boyd, Sr., Charles D. Haston and John R. Collier, Jr.
Executive Committee
Functions: The Committee reviews and recommends to the Board
of Directors for its approval selected actions with regard to the
general direction and conduct of the Corporation and the Bank.
Number of 1995 meetings: 5
Membership: The membership of the Committee is made up of
two (2) Directors who are officers of the Corporation and the
Bank, five (5) other Directors, none of whom is an officer of the
Corporation or the Bank. They are Jeffrey A. Golden, Chairman,
James A. Dillon, Jr., James A. Puckett, M. Thomas Mullican, Larry
E. Brown, J. Paul Holder and Charles D. Haston.
During fiscal year 1995, there were five (5) meetings of the
Board of Directors of the Corporation and twelve (12) meetings of
the Board of Directors of the Bank. Each member of the Boards,
attended at least 75% of the aggregate meetings of the Boards and
Committees of which they were members.
COMPENSATION OF DIRECTORS AND OFFICERS
The Corporation pays no fees to Directors or Advisory
Directors for service on the Board or Committees of the Board.
Each Director or Advisory Director of the Corporation, however, is
also a Director or Advisory Director of the Bank and, as such,
receives $1,000.00 for each meeting of the Bank's Board of
Directors attended. In addition, the Bank pays all non-employee
members of the standing committees of the Bank $125.00 for each
meeting attended that continues longer than one hour. Active Bank
Directors may defer fees payable to them under the Bank's
Directors Deferred Benefit Plan. During the fiscal year 1995, the
Bank paid total cash Directors' fees of $61,775.00 and Directors'
fees were deferred in the amount of $105,475.00.
To compensate its Directors for past services and to secure
their future services and to compensate them accordingly, the Bank
has adopted the Directors' Benefit Plan (the "Plan") . Under the
Plan, each Director may elect to defer an amount of Directors'
fees, equal to the number of regular monthly meetings attended, as
well as certain committee fees where applicable. At the time of a
Director's election to participate in the Plan, the Bank obligates
itself to pay, subject to the Plan's terms and conditions, monthly
<PAGE> 9
deferred benefits presently calculated to equal proceeds available
from an insurance contract purchased by the Bank with the proceeds
of the Director's fees so deferred. A Director has no claim
against any specific fund or assets of the Bank by reason of the
Plan and the Bank is under no obligation to purchase any insurance
contract to fund its obligations under the Plan. Because the Bank
purchases the insurance contract when a Director elects to
participate in advance of the Directors' meetings, each Director
must reimburse the Bank the Director's fee for any meeting of the
Board of Directors, or Committee when applicable, not attended by
the Director for any reason other than medical illness or total
disability if the absence reduces his director's fees earned below
the deferred amount.
The Plan does not restrict the right of the Corporation to
remove a Director of the Bank or the right of a Director of the
Bank to resign from office or otherwise change the requirement
that the Corporation elect the Directors of the Bank annually.
When a Director reaches his normal retirement date, the Bank
agrees to pay the monthly deferred benefit payments for 180
months. The Plan does not require the Director to resign on the
normal retirement date to receive his monthly deferred benefits at
that time. If a participating Director dies prior to receiving
180 deferred benefit payments, the Director's beneficiary shall
continue to receive such payments until 180 deferred benefit
payments have been paid. If a Director's service to the Bank
ceases prior to his normal retirement date for any reason other
than death or fraudulent or dishonest conduct, the Bank agrees to
pay a pro rata portion of the post-retirement benefits calculated
on the basis of years of service to the Bank. If a participating
Director dies before his normal retirement date while serving as a
Director of the Bank, the Bank will pay to his beneficiary pre-
retirement death benefits until the earlier of the deceased
Director's normal retirement date or the expiration of 180 months.
If a participating Director dies prior to his normal retirement
date after resigning from service from the Bank for any reason
except retirement, the Bank will pay to his beneficiary monthly
deferred benefits for 180 months in an amount equal to a pro rata
portion of the pre-retirement death benefits calculated pursuant
to the Plan. The Bank has the right to terminate the Plan at any
time upon payment to participating Directors of all deferred
Directors' fees or, at the election of the Bank, a participating
Director may receive future benefits in the same manner and amount
as he would have received had he terminated his service as a
Director on the date the Plan is terminated. The Board of
Directors of the Bank administers the Plan.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Introduction
Decisions on compensation of the Bank's executives are made by
the five member Personnel Committee of the Board. The Personnel
Committee believes that the actions of each executive officer have
the potential to impact the short-term and long-term profitability
of the Corporation and the Bank. Consequently, the Personnel
Committee places considerable importance on its task of designing
and administering an executive compensation program.
The Bank has an executive compensation program that is focused
on Corporation shareholder value and the overall performance of
the Corporation and the Bank. The two main components of the
executive compensation program are base salary and bonus.
<PAGE> 10
Compensation
The Personnel Committee's executive compensation program is
designed to provide competitive levels of compensation that are
integrated with the Corporation's and Bank's annual and long-term
goals. Executive compensation is reviewed by the Committee
relative to peer group executive compensation based on national
and state survey information.
The Personnel Committee approved cash compensation
opportunities for executive officers in 1995 that are consistent
with the Personnel Committee's executive compensation program.
Base Salary
Base salary represents a fixed labor cost and is designed so
that senior management receives acceptable salaries, thereby
helping the Corporation and Bank keep the talent needed to meet
the challenges in the financial service industry. Many factors
are included in determining base salaries, such as the
responsibilities borne by the executive officer, the scope of the
position, length of service with the Corporation and Bank and
individual performance. Salaries are reviewed annually.
Bonus
The second component in the executive compensation program is
the bonus plan. The bonus is based on the Bank's return on assets
as a percentage of at least 1.00%. If the return on asset is at
least 1.00%, the officer bonus would be 3.5% of salary. If the
return on assets is at least 2.00%, the officer bonus would be
10.00%.
Chief Executive Officer Compensation
The executive compensation program described above is applied
in setting Mr. Golden's compensation. Mr. Golden participates in
the same executive compensation program available to the other
executive officers. The Personnel Committee reviews the executive
compensation program in relationship to the performance of the
Corporation's net income and stock value. Net income for the
Corporation and the Bank totaled $4,066,592 for fiscal year 1995.
Book value increased from $97.61 per share at December 31, 1994 to
$113.92 per share at December 31, 1995 representing a $16.31 per
share increase. The increase represents a 16.71% annualized gain,
plus a $4.50 per share cash dividend declared in 1995. Based upon
these and other factors the 1995 cash compensation of Mr. Golden
was $139,750.00. Mr. Golden had a base salary of $130,000.00.
Mr. Golden earned a bonus in the amount of $9,750.00 that was due
to the Corporation's excellent financial results in 1995.
Conclusion
The Personnel Committee believes that this mix of market-based
salaries and bonus represents a balance that will motivate the
management team to continue to produce strong returns. The
Personnel Committee further believes this program strikes an
appropriate balance between the interests and needs of the
Corporation and the Bank in operating its business.
<PAGE> 11
Submitted by the Personnel Committee of the Company's Board of
Directors.
J. Paul Holder
James A. Dillon, Jr.
Robert W. Boyd, Sr.
Charles D. Haston
John R. Collier, Jr.
<PAGE> 12
REMUNERATION OF DIRECTORS AND OFFICERS
The following table sets forth the aggregate remuneration
accrued or paid by the Bank during the fiscal years ended December
31, 1995, 1994, and 1993 to the highest compensated officers or
directors whose aggregate remuneration exceeds $100,000.00.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name of Individual All Other
and Principal Position Year Salary Bonus Compensation
(1)
Jeffrey A. Golden 1995 $130,000.00 $ 9,750.00 $20,684.04
Chairman of the Board, 1994 $125,000.00 $ 9,375.00 $17,703.00
President and Chief 1993 $114,861.00 $11,500.00 $14,193.00
Executive Officer
Larry E. Brown 1995 $ 86,500.00 $ 6,487.50 $15,518.76
Director of Bank and 1994 $ 81,000.00 $ 6,075.00 $16,252.00
Executive Vice President
(1) All Other Compensation for Mr. Golden and Mr. Brown includes
Director fees for the Bank both cash paid and deferred fees,
deferred compensation paid pursuant to the Corporation's
401(k) plan, a premium payment for life insurance, use of a
bank vehicle and country club dues. Mr. Brown was below the
compensation disclosure for 1993.
<PAGE> 13
Shareholder Return
Set forth below is a line graph comparing the yearly change in the
cumulative total shareholder return on the Company Common Stock
against the cumulative total return of the S&P Composite-500 Stock
Index and S&P Major Regional Bank Composite Index for the period
of five years commencing December 31, 1990 and ended December 31,
1995.
(Graph was inserted here)
Value of $100 Invested on December 31, 1990 at:
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
CB&T, Inc. 100.00 119.40 121.79 151.25 260.03 314.72
Regional Banks100.00 127.61 162.50 172.28 163.06 210.53
S&P 500 100.00 126.42 136.05 149.76 151.74 203.04
*Assume that the value of the investment in Company
Common Stock and each index was $100 on December 31,
1990.
<PAGE> 14
SECTION 16(A) REPORTING DELINQUENCIES
Under the securities laws of the United States, the
Corporation's directors, executive officers and any person who
holds more than ten percent (10%) of the Shares of the Corporation
are required to report their ownership of the Shares and any
changes in that ownership to the Securities and Exchange
Commission (the "SEC"). These persons are also required by the
SEC's regulations to furnish the Corporation with copies of these
reports. Specific due dates for these reports have been
established by the SEC, and the corporation is required to report
in this Proxy Statement any failure to file by these dates during
1995. Based solely upon a review of the reports furnished to the
Corporation or written representations from the Corporation's
directors and executive officers, the Corporation believes that,
during the 1995 fiscal year, all filing requirements applicable to
its officers, directors and greater than 10% beneficial owners
were complied.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the Corporation's directors and officers, businesses
with which they are associated, and members of their immediate
families are at present, as in the past, customers of the Bank and
have had transactions with the Bank, including borrowings. All
transactions involving loans to such persons and businesses have
been made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other
borrowers. In the opinion of the Board, such transactions do not
involve more than a normal risk of collectibility nor present any
other unfavorable features.
SHAREHOLDER PROPOSALS
The Board will provide for presentation of proposals by
shareholders at the 1997 Annual Meeting of shareholders, provided
that such proposals are submitted by eligible shareholders who
have complied with the relevant regulations of the SEC. In order
for any such proposals to be included in the proxy materials for
consideration at the 1997 meeting, the proposals should be mailed
to Ann Martin, Secretary, CB&T, Inc., 101 East Main Street,
McMinnville, Tennessee 37110, and must be received on or before
November 16, 1996.
CERTIFIED PUBLIC ACCOUNTING FIRM
Upon the recommendation of the Audit Committee of the
Corporation, the firm of Kraft Bros., Esstman, Patton & Harrell,
PLLC has been selected by the Board of Directors of both the
Corporation and the Bank to serve as principal accountants for the
Corporation and the Bank for the current year. The firm of Kraft
Bros., Esstman, Patton & Harrell, PLLC has served as principal
accountants for one year. A representative of the firm will be
present at the shareholders meeting and will have the opportunity
to make a statement if he/she so desires and will be available at
that time to respond to appropriate questions.
<PAGE> 15
OTHER MATTERS
As of the date of this Proxy Statement, the management of the
Corporation and the Bank knows of no other business that will be
presented at this meeting.
ANNUAL REPORTS
The annual report of the Corporation to shareholders for the
calendar year 1995 is enclosed, but is not intended to be part of
this Proxy Statement.
Copies of the Corporation's annual report to Securities and
Exchange Commission (Form 10-K) will be mailed to shareholders
without charge upon written request made to:
Ann Martin, Secretary
CB&T, Inc., 101 East Main Street
McMinnville, Tennessee 37110
By the order of the Board of Directors
Jeffrey A. Golden
Chairman of the Board
March 20, 1996
<PAGE> 16
CB&T, INC.
101 East Main Street
McMinnville, Tennessee 37110
PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Shareholder of CB&T, Inc. of McMinnville, Tennessee do nominate,
constitute, and appoint Jeffery A. Golden and M. Thomas Mullican
or any of them with full power to act alone, my true and lawful
representative with respect to all shares of Common Stock of CB&T,
Inc. which the undersigned would be entitled to vote, at the
Annual Meeting of Shareholders to be held on April 09, 1996, at
2:30 p.m., local time at the office of CB&T, Inc. at 101 East Main
Street, McMinnville, Tennessee 37110, or any adjournment thereof,
with all the powers the undersigned would possess if personally
present, as follows:
1. Election of the twelve (12) persons listed below as
Directors:
(Except as marked to the contrary)
FOR all nominees listed below ( ) AGAINST all nominees
listed below ( )
Robert W. Boyd, Sr. James A. Dillon, Jr. James H. Hillis
James A. Puckett Larry E. Brown Jeffrey A. Golden
J. Paul Holder Leon B. Stribling John R. Collier, Jr.
Charles D. Haston M. Thomas Mullican James E. Walling
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
LISTED ABOVE, LINE THROUGH OR STRIKE OUT THE NOMINEE'S NAME.
2. At their discretion, Jeffery A. Golden and M. Thomas
Mullican are authorized to vote upon such other business as
may properly come before the meeting.
Management at present knows of no other business to be
presented by or on behalf of its management at the meeting.
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 FOR PROPOSAL 1
AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE.
When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or
guardian, please give full title. If more than one trustee, all
should sign. All joint owners must sign. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
Date the ___________ day of ____________, 1996.
________________________________________________
________________________________________________
(Signature of Shareholder)
No. of Shares ___________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
<PAGE> 17
