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
(X) 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 ss. 240.14a-11(c) or ss. 240.14a-12
First Citizens Bancorporation of South Carolina, Inc.
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(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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(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):
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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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(3) Filing Party:
(4) Date Filed:
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29202
------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------
NOTICE is hereby given that the Annual Meeting of Shareholders of First
Citizens Bancorporation of South Carolina, Inc. ("Bancorp") will be held in the
Board Room on the third floor of the First Citizens Banking Center located at
1314 Park Street, Columbia, South Carolina, on Wednesday, April 26, 2000, at
2:30 p.m.
The purposes of the meeting are:
(1) FIXING THE NUMBER OF DIRECTORS: To consider a proposal to fix the
number of directors to be elected at 18; and,
(2) ELECTION OF DIRECTORS: To elect 18 directors of Bancorp for terms of
one year or until their respective successors are duly elected and
qualified; and,
(3) OTHER BUSINESS: To transact any other business properly presented for
action at the Annual Meeting.
The Board of Directors has fixed the close of business on March 10, 2000,
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, EVEN IF
YOU PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED
APPOINTMENT OF PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ENSURE
THAT A QUORUM IS PRESENT AT THE ANNUAL MEETING. RETURNING A SIGNED APPOINTMENT
OF PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE ANNUAL MEETING
AND VOTE IN PERSON.
By Order of the Board of Directors
/s/ E. W. WELLS
----------------------
E. W. WELLS, Secretary
March 24, 2000
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29202
----------------------------
PROXY STATEMENT
----------------------------
ANNUAL MEETING OF SHAREHOLDERS
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of First Citizens Bancorporation of South Carolina, Inc.
("Bancorp") of appointments of proxy in the enclosed form for use at the Annual
Meeting of Bancorp's shareholders (the "Annual Meeting") and at any adjournments
thereof. The Annual Meeting will be held in the Board Room on the third floor of
the First Citizens Banking Center located at 1314 Park Street, Columbia, South
Carolina, on Wednesday, April 26, 2000, at 2:30 p.m. This Proxy Statement is
being mailed to Bancorp's shareholders on or about March 24, 2000.
References in this Proxy Statement to "FCBank" and "Exchange Bank" refer to
Bancorp's bank subsidiaries, First-Citizens Bank and Trust Company of South
Carolina and The Exchange Bank of South Carolina, Inc., and references to the
"Banks" refer collectively to those bank subsidiaries.
APPOINTMENT AND VOTING OF PROXIES
Persons named in the enclosed appointment of proxy to represent
shareholders as proxies at the Annual Meeting (the "Proxies") are E. Hite
Miller, Sr., Jim B. Apple, and E. W. Wells. Shares represented by each
appointment of proxy which is properly executed and returned, and not revoked,
will be voted by the Proxies in accordance with the directions contained
therein. If no directions are given, those shares will be voted by the Proxies
"FOR" Proposal 1 and "FOR" the election of each of the nominees for director
named in Proposal 2. If, at or before the time of the Annual Meeting, any
nominee named in Proposal 2 has become unable or unwilling to serve as a
director for any reason, the Proxies will have the discretion to vote for a
substitute nominee named by the Board of Directors. On any other matters that
may properly be presented for action at the Annual Meeting, the Proxies will be
authorized to vote in accordance with their best judgment.
REVOCATION OF APPOINTMENT OF PROXY
Any shareholder who executes an appointment of proxy may to revoke it at
any time before it is exercised by filing with Bancorp's Secretary, E. W. Wells,
at Post Office Box 29, 1230 Main Street, Columbia, South Carolina 29202, either
a written instrument revoking it or a duly executed appointment of proxy bearing
a later date, or by attending the Annual Meeting and announcing his or her
intention to vote in person.
EXPENSES OF SOLICITATION
Bancorp will pay all costs of the solicitation of appointments of proxy for
the Annual Meeting, including costs of preparing, assembling and mailing this
Proxy Statement. In addition to solicitation by mail, appointments of proxy may
be solicited personally or by telephone by directors, officers and employees of
Bancorp and the Banks.
RECORD DATE
The close of business on March 10, 2000, has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. Only shareholders of record on the Record
Date will be eligible to vote on the matters presented for action by
shareholders at the Annual Meeting.
1
<PAGE>
VOTING SECURITIES
On the Record Date, Bancorp's voting securities consisted of (i) 901,444
outstanding shares of $5 par value Common Stock, (ii) 51,680 outstanding shares
of $50 par value preferred stock (which includes 8,305 shares of Series A,
11,810 shares of Series B, and 31,565 shares of Series F), (iii) 6,769
outstanding shares of $20 par value Series C preferred stock, and (iv) 8,477
outstanding shares of no par value Series G preferred stock. Under South
Carolina law, shares of Series A, Series B and Series F are considered to
constitute a single class of preferred stock ("$50 Par Preferred"); shares of
Series C are considered to constitute a separate class of preferred stock ("$20
Par Preferred "); and shares of Series G are considered to constitute a separate
class of preferred stock ("No Par Preferred"). Unless class voting of such
shares is required by law, each outstanding share of Bancorp's voting securities
is entitled to one vote, without distinction as to class or series, for each
director to be elected and on each other matter submitted for voting. Class
voting rights will not apply in the election of directors or the voting on
Proposal 1 at the Annual Meeting.
VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL
For Proposal 1 to be approved, the votes cast favoring the proposal must
exceed the votes cast against it. In the election of directors, the 18 nominees
receiving the highest numbers of votes will be elected. As long as a quorum is
present, abstentions and broker non-votes will have no effect in the voting at
the Annual Meeting.
In the election of directors, any shareholder will be entitled to cumulate
his or her votes by giving one nominee a number of votes equal to the number of
directors to be elected and for whose election the shareholder has a right to
vote multiplied by the number of shares the shareholder is entitled to vote, or
by distributing that number of votes on the same principle among any number of
nominees. A shareholder who intends to cumulate his votes shall either (i) give
written notice of his intention to the President or other officer of Bancorp not
less than 48 hours before the time fixed for the meeting (and which notice must
be announced in the meeting before the voting), or (ii) announce his intention
in the meeting before the voting for directors commences; and all shareholders
entitled to vote at the meeting shall, without further notice, be entitled to
cumulate their votes. If cumulative voting is to be used, persons presiding at
the meeting may (or if requested by any shareholder, shall) recess the meeting
for a reasonable time (not to exceed two hours) to allow deliberation by
shareholders. If cumulative voting is in effect at the Annual Meeting, the
Proxies or their substitutes will be authorized, at their discretion, to
distribute their votes equally or unequally among the nominees for election as
directors named in Proposal 2 and in a manner which would tend to elect the
greatest number of such nominees (or any substitutes therefor) as the number of
votes cast by the Proxies would permit.
BENEFICIAL OWNERSHIP OF SECURITIES
PRINCIPAL SHAREHOLDERS. As of the Record Date, persons known to Bancorp's
management to own beneficially or of record 5% or more of any class of Bancorp's
voting securities were as follows:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENTAGE OF PERCENTAGE OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2) TOTAL VOTES(2)
- -------------------- ---------------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Common Stock Frank B. Holding 354,785(3) 39.36% 36.64%
Smithfield, NC
Lewis R. Holding 191,269(4) 21.22% 19.75%
Lyford Cay, Bahamas
North State Trustees 53,886(5) 5.98% 5.56%
Charlotte, NC
$50 Par Preferred Pearl S. Arant 3,504 6.78% .36%
Pageland, SC
Gladys W. Griggs 4,630 8.96% .48%
Pageland, SC
Frank B. Holding 3,556(3) 6.88% .37%
Smithfield, NC
E. W. Wells 3,645 7.05% .38%
Columbia, SC
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENTAGE OF PERCENTAGE OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2) TOTAL VOTES(2)
- -------------------- --------------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
$20 Par Preferred Peter M. Bristow 448 6.62% .05%
Columbia, SC
Carolina Bonded 462 6.83% .05%
Storage Co.
Columbia, SC
Jay C. Case 594 8.78% .06%
Columbia, SC
Frank B. Holding 2,268(3) 33.51% .23%
Smithfield, NC
E. W. Wells 583 8.61% .06%
Columbia, SC
No Par Preferred Peter M. Bristow 1,257(6) 14.83% .13%
Columbia, SC
Frank B. Holding 6,107(3) 72.04% .63%
Smithfield, NC
</TABLE>
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(1) Except as otherwise noted, each named individual exercises sole voting and
investment power with respect to all shares.
(2) "Percentage of Class" reflects the listed shares as a percentage of the
total number of outstanding shares of that class of stock. "Percentage of
Total Votes" reflects the votes represented by the listed shares as a
percentage of the aggregate votes represented by all outstanding shares of
Bancorp's voting securities.
(3) Includes an aggregate of 56,101 shares of Common Stock held by certain
corporations and other entities which Mr. F. Holding may be deemed to
control and with respect to which shares he may be deemed to exercise shared
voting and investment power, and an aggregate of 147,837 shares of Common
Stock, 3,556 shares of $50 Par Preferred, 2,268 shares of $20 Par Preferred
and 6,107 shares of No Par Preferred held by or in trust for Mr. Holding's
spouse, adult children and their spouses, and with respect to which shares
he disclaims beneficial ownership. Of the listed shares, 46,980 shares of
Common Stock also are included in the shares shown as beneficially owned by
Lewis R. Holding, and 1,257 shares of No Par Preferred also are included in
the shares shown as beneficially owned by Peter M. Bristow.
(4) Includes 81,980 shares of Common Stock held by certain corporations and
other entities which Mr. L. Holding may be deemed to control and with
respect to which shares he may be deemed to exercise shared voting and
investment power, and an aggregate of 11,286 shares of Common Stock held
by or in trust for Mr. Holding's spouse and adult daughter and with
respect to which shares he disclaims beneficial ownership. Of the listed
shares, 46,980 shares also are included in the shares shown as
beneficially owned by Mr. F. Holding.
(5) Consists of shares held by two irrevocable grantor trusts (the "1976 Trust"
and the "1990 Trust") with respect to which Carmen P. Holding currently is
the sole beneficiary. Ms. Holding has sole power to direct the voting, and
shared power (with the six trustees) to direct the disposition, of the 2,341
shares held by the 1976 Trust. The written agreement pertaining to the 1990
Trust provides that, in connection with their voting of the 51,545 shares
held by that trust, the trustees will consult with the then current
beneficiaries who are at least 40 years of age, but that the trustees will
not be bound by the voting preference of any such beneficiary.
(6) Includes 200 shares held by Mr. Bristow's spouse and with respect to which
shares he disclaims beneficial ownership. All listed shares also are shown
as beneficially owned by Mr. F. Holding.
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<PAGE>
MANAGEMENT. As of the Record Date, the beneficial ownership of Bancorp's
equity securities by its current directors, nominees for election as directors
and certain named executive officers, and by all current directors and executive
officers of Bancorp as a group, was as follows:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE PERCENTAGE OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS(2) TOTAL VOTES(2)
- ---------------------------- ---------------------------------- ------------------ ------------- ---------------
<S> <C> <C> <C> <C>
Common Stock Jim B. Apple 346 .04% .04%
Richard W. Blackmon 110 .01% .01%
Peter M. Bristow 21,344(3) 2.37% 2.20%
George H. Broadrick 118 .01% .01%
Walter C. Cottingham 1,400(4) .16% .14%
Jack M. Edwards 435(5) .05% .04%
William E. Hancock III 3,820(6) .42% .39%
Robert B. Haynes 38,138(7) 4.23% 3.94%
Wycliffe E. Haynes 38,243(8) 4.24% 3.95%
Lewis M. Henderson 5 .00% .00%
Carmen P. Holding 2,441(9) .27% .25%
Frank B. Holding 354,785(10) 39.36% 36.64%
Charles S. McLaurin, III 114 .01% .01%
E. Hite Miller, Sr. 8,306(11) .92% .86%
N. Welch Morrisette, Jr. 118 .01% .01%
E. Perry Palmer 800 .09% .08%
William E. Sellars 38,198(12) 4.24% 3.94%
Henry F. Sherrill 2,546 .28% .26%
All directors and executive
officers as a group (28 persons) 482,492 53.52% 49.83%
$50 Par Preferred Peter M. Bristow 637(3) 1.23% .07%
Frank B. Holding 3,556(10) 6.88% .37%
Dan H. Jordan 367 .71% .04%
All directors and executive
officers as a group (28 persons) 7,993 15.47% .83%
$20 Par Preferred Peter M. Bristow 448(3) 6.62% .05%
Jay C. Case 594 8.78% .06%
Frank B. Holding 2,268(10) 33.51% .23%
All directors and executive
officers as a group (28 persons) 3,564 52.65% .37%
No Par Preferred Peter M. Bristow 1,257(3) 14.83% .13%
Frank B. Holding 6,107(10) 72.04% .63%
All directors and executive
officers as a group (28 persons) 6,368 .71% .66%
Non-voting Common (13) Frank B. Holding 18,806(10) 51.65% --
All directors and executive
officers as a group (28 persons) 18,806 51.65% --
Non-voting Preferred (13) Peter M. Bristow 254(3) 48.38% --
Frank B. Holding 378(10) 72.00% --
All directors and executive --
officers as a group (28 persons) 378 72.00%
</TABLE>
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(1) Except as otherwise noted, each named individual, and individuals included
in the group, exercise sole voting and investment power with respect to all
shares.
(2) "Percentage of Class" reflects the listed shares as a percentage of the
total number of outstanding shares of that class of stock. "Percentage of
Total Votes" reflects the votes represented by the listed shares as a
percentage of the aggregate votes represented by all outstanding shares of
Bancorp's voting securities.
(3) Includes an aggregate of 19,801 shares of Common Stock, 483 shares of $50
Par Preferred, 448 shares of $20 Par Preferred, 200 shares of No Par
Preferred and 104 shares of Non-voting Preferred held by, or in trust for
the benefit of, Mr. Bristow's spouse, and with respect to shares he
disclaims beneficial ownership. All listed shares also are shown as
beneficially owned by Mr. F. Holding.
4
<PAGE>
(4) Includes 12 shares held by Dr. Cottingham jointly with his spouse and with
respect to which he exercises shared voting and investment power.
(5) Includes 35 shares held by Mr. Edwards' spouse and with respect to which
shares he disclaims beneficial ownership.
(6) Includes an aggregate of 2,836 shares held by two entities which Mr.
Hancock may be deemed to control and with respect to which shares he may be
deemed to exercise shared voting and investment power.
(7) Includes 37,998 shares held by an entity which Mr. R. Haynes may be deemed
to control and with respect to which shares he may be deemed to exercise
shared voting and investment power. These shares also are shown as
beneficially owned by Mr. W. Haynes and Mr. Sellars.
(8) Includes 37,998 shares held by an entity which Mr. W. Haynes may be deemed
to control and with respect to which shares he may be deemed to exercise
shared voting and investment power. These shares also are shown as
beneficially owned by Mr. R. Haynes and Mr. Sellars. Also includes 109
shares held by Mr. W. Haynes' spouse and with respect to which shares he
disclaims beneficial ownership.
(9) Includes 2,341 shares held in trust for Ms. Holding's benefit and with
respect to which shares she may be deemed to exercise shared voting and
investment power.
(10) Includes an aggregate of 56,101 shares of Common Stock and 18,806 shares of
Non-voting Common held by certain corporations and other entities which Mr.
F. Holding may be deemed to control and with respect to which shares he may
be deemed to exercise shared voting and investment power, and an aggregate
of 147,837 shares of Common Stock, 3,556 shares of $50 Par Preferred, 2,268
shares of $20 Par Preferred, 6,107 shares of No Par Preferred, and 378
shares of Non-voting Preferred held by or in trust for Mr. Holding's
spouse, adult children and their spouses, and with respect to which shares
he disclaims beneficial ownership. Of the listed shares, 21,344 shares of
Common Stock, 637 shares of $50 Par Preferred, 448 shares of $20 Par
Preferred, 1,257 shares of No Par Preferred, and 254 shares of Non-voting
Preferred also are included in the shares shown as beneficially owned by
Mr. Bristow, and 8,076 shares of Common Stock also are shown as
beneficially owned by Mr. Miller.
(11) Includes 8,076 shares held by a corporation which Mr. Miller may be deemed
to control and with respect to which shares he may be deemed to exercise
shares voting and investment power. These shares also are shown as
beneficially owned by Mr. Holding.
(12) Includes 37,998 shares held by an entity which Mr. Sellars may be deemed
to be control and with respect to which shares he may be deemed to
exercise shared voting and investment power. These shares also are shown
as beneficially owned by Mr. R. Haynes and Mr. W. Haynes.
(13) Except as required by law, holders of Bancorp's Non-voting Common and
Non-voting Preferred have no right to vote unless dividends are in arrears
on such stock, in which case the holders may cast one vote per share in the
election of directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Bancorp's directors and executive officers are required by Federal law to
file reports with the Securities and Exchange Commission regarding the amount of
and changes in their beneficial ownership of Bancorp's equity securities. Based
on its review of copies of those reports, Bancorp's proxy materials are required
to disclose failures to report shares beneficially owned or changes in such
beneficial ownership, or to timely file required reports, during the previous
fiscal year. During 1999, and due to an administrative error by Bancorp, the
report covering a purchase of 35 shares by a family member of Jack M. Edwards
was not filed until 13 days after its due date.
PROPOSAL 1: FIXING THE NUMBER OF DIRECTORS
Bancorp's bylaws provide for a Board of Directors composed of not less than
seven nor more than 34 directors. Bancorp's shareholders set the actual number
of directors to be elected each year at the Annual Meeting. The Board of
Directors currently consists of 18 directors, and a proposal will be submitted
for voting by shareholders at the Annual Meeting that the number of directors to
be elected be fixed at 18.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
TO BE APPROVED, THE VOTES CAST FAVORING PROPOSAL 1 MUST EXCEED THE VOTES CAST
AGAINST IT.
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<PAGE>
PROPOSAL 2: ELECTION OF DIRECTORS
Bancorp's directors are elected each year at the Annual Meeting for terms
of one year or until their respective successors have been duly elected and have
qualified. The 18 persons named below have been nominated by the Board of
Directors for election as directors at the Annual Meeting. Each of the nominees
currently serves as a director of Bancorp.
<TABLE>
<CAPTION>
YEAR FIRST
NAME AND AGE POSITIONS WITH BANCORP(1) ELECTED(2) PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ------------------------------- --------------------------- ------------ --------------------------------------------------
<S> <C> <C> <C>
Jim B. Apple Director, President and 1993 Officer of Bancorp and FCBank
47 Chief Executive Officer
Richard W. Blackmon Director 1970 Owner, Richard Blackmon Construction Co.
85 (construction and land development)
Peter M. Bristow(3)(5) Director, Executive 1999 Officer of Bancorp and FCBank
33 Vice President and
Chief Operating Officer
George H. Broadrick Director 1972 Director and retired President, First Citizens
77 BancShares, Inc. and First-Citizens Bank &
Trust Company, Raleigh, NC
Walter C. Cottingham, DVM(3) Director 1999 Veterinarian and owner, Cottingham
67 Veterinary Hospital
Jack M. Edwards(3) Director 1999 President, Edwards Insurance Agency, Inc.
72 (insurance and real estate)
William E. Hancock III Director 1976 President, Hancock Buick/BMW Company
54 (auto dealer)
Robert B. Haynes(4) Director 1972 Chairman and Vice President, C. W. Haynes
54 and Company, Inc. (mortgage banking and
real estate)
Wycliffe E. Haynes(4) Director 1972 Vice President and Treasurer, C. W. Haynes
56 and Company, Inc. (mortgage banking and
real estate)
Lewis M. Henderson Director 1996 Senior member, Henderson & Associates
46 (certified public accountants) since 1999;
previously, partner with Tourville, Simpson &
Henderson (certified public accountants)
Carmen P. Holding(5) Director 1992 Former Assistant, Susan B. Bozeman Designs,
31 Inc. (residential interior design); former office
manager, Interweb, Inc. (web designer and
provider); former showroom salesperson,
Scalamandre, Inc. (decorative fabrics
manufacturer); Director, First Citizens
BancShares, Inc. and First-Citizens Bank &
Trust Company, Raleigh, NC
Frank B. Holding(5) Vice Chairman 1970 Executive Vice Chairman, First Citizens
71 BancShares, Inc. and First-Citizens Bank &
Trust Company, Raleigh, NC; Director,
Southern BancShares (N.C.), Inc., Mount
Olive, NC
Dan H. Jordan Director 1970 Retired farmer and businessman
76
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
NAME AND AGE POSITIONS WITH BANCORP(1) ELECTED(2) PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- --------------------------- --------------------------- ------------ ---------------------------------------------
<S> <C> <C> <C>
E. Hite Miller, Sr. Chairman 1980 Officer of Bancorp and FCBank
74
N. Welch Morrisette, Jr. Director 1970 Retired attorney
78
E. Perry Palmer Director 1993 Owner, E. P. Palmer Corporation (funeral
64 service)
William E. Sellars Director 1970 President, C. W. Haynes and Company, Inc.
75 (mortgage banking and real estate)
Henry F. Sherrill Director 1970 Attorney and Partner, Sherrill and Roof, LLP
77
</TABLE>
- ---------
(1) Each Bancorp director also serves as a director of FCBank, and Messrs.
Apple, Cottingham, Edwards and Miller also serve as directors of Exchange
Bank.
(2) The term "Year First Elected" refers to the year in which each director
originally was elected as a director of Bancorp or, if prior to Bancorp's
organization in 1982, as a director of the FCBank.
(3) Messrs. Bristow, Cottingham and Edwards were appointed as directors during
October 1999 to fill vacancies resulting from an increase in the number of
Bancorp's directors. Messrs. Cottingham and Edwards were appointed as
directors, and have been nominated for reelection, pursuant to the terms of
the written agreement pertaining to Bancorp's acquisition of Exchange Bank
during 1999 which provided that two of Exchange Bank's directors selected
by it and Bancorp would be nominated for election as directors of Bancorp.
(4) Robert B. Haynes and Wycliffe E. Haynes are brothers.
(5) Mr. Holding is Ms. Holding's uncle and Mr. Bristow's father-in-law. Mr.
Bristow's spouse is Ms. Holding's first cousin.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
18 NOMINEES FOR DIRECTOR NAMED ABOVE. THE 18 NOMINEES RECEIVING THE HIGHEST
NUMBERS OF VOTES WILL BE ELECTED AS DIRECTORS.
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Bancorp's Board of Directors held four regular meetings and one special
meeting during 1999. All directors attended at least 75% of the aggregate number
of meetings of the Board of Directors and the committees on which they served.
The members of the Boards of Directors of Bancorp and FCBank are the same.
The Boards have several standing committees, including an Audit Committee and a
Compensation Committee. The Boards do not have a standing nominating committee
or any other committee performing an equivalent function.
The Audit Committee is a joint committee of Bancorp's and FCBank's Boards
of Directors and currently consists of George H. Broadrick -- Chairman, Jack M.
Edwards, and Lewis M. Henderson. The Committee oversees the audit program
conducted by FCBank's internal audit staff and, subject to approval of the Board
of Directors, engages Bancorp's independent accounting firm to conduct an annual
audit of Bancorp's consolidated financial statements. The Committee receives
reports from, and reviews non-audit services proposed by management to be
provided by, Bancorp's independent accountants. The Audit Committee held five
meetings during 1999.
The Compensation Committee is a separate committee of FCBank's Board of
Directors. As further described below, the Compensation Committee makes
recommendations to the Board regarding the salaries of FCBank's executive
officers and with respect to such other compensation matters as it deems
appropriate. During 1999, the Compensation Committee held two meetings.
Bancorp's officers are compensated by FCBank for their services as officers of
FCBank, and they receive no separate compensation from Bancorp for their
services as officers of Bancorp. Therefore, Bancorp's Board of Directors does
not have a compensation committee.
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<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
FCBank's Compensation Committee consists of George H. Broadrick --
Chairman, William E. Sellars and Henry F. Sherrill.
Mr. Broadrick also serves as a director of First-Citizens Bank & Trust
Company, Raleigh, North Carolina ("FCB/NC"), and its holding company, First
Citizens BancShares, Inc. ("BancShares"). Prior to his retirement in 1987, he
served as President of both BancShares and FCB/NC, and he currently serves as a
consultant to FCB/NC. Under an agreement between FCB/NC and FCBank, FCB/NC
provides to FCBank data and item processing, investment, accounting and
management consulting services (including the services of Frank B. Holding as
Vice Chairman of Bancorp and FCBank), and services as trustee for FCBank's
Pension Plan and Section 401(k) plan. During 1999, the aggregate fees paid by
FCBank to FCB/NC for such services were approximately $6,273,555. Additional
information regarding the services provided by FCB/NC are contained below under
the caption "Transactions with Management."
Mr. Sellars is President of C. W. Haynes and Company, Inc. ("C. W.
Haynes") and serves as a consultant to FCBank with respect to matters relating
to real estate and mortgage lending. During 1999, FCBank paid $5,000 per month
to C.W. Hanes as reimbursement for Mr. Sellars' services. That arrangement is
expected continue during 2000 at a rate of $5,250 per month.
Mr. Sherrill provided legal services to Bancorp and FCBank during 1999 as
their general counsel, and he is expected to continue to provide such services
during 2000. During 1999, Bancorp and FCBank paid an aggregate of $284,044 to
Mr. Sherrill's law firm, Sherrill and Roof, LLP, for those services.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
FCBank attempts to provide compensation at levels that will enable it to
attract and retain qualified and motivated individuals as officers and
employees. However, at the present time, annual salary is the only form of
compensation paid to or for the benefit of executive officers (other than
benefits under FCBank's 401(k) plan and other customary employee benefit and
welfare plans, including a defined benefit pension plan). The Compensation
Committee (the "Committee") administers FCBank's compensation program and has
responsibility for matters involving the compensation of executive officers.
For 1999, the Committee established a recommended salary for each executive
officer (including the chief executive officer) based on an evaluation of that
officer's individual level of responsibility and performance. The Committee's
recommendations were reported to and subject to the approval of the Board of
Directors which made all final decisions regarding the salaries of executive
officers. The performance of individual executive officers and FCBank's
financial performance generally were considered by the Committee and the Board
of Directors in connection with the setting of salaries for 1999. However,
except as further described below with respect to E. Hite Miller, Sr., the
setting of salaries largely is subjective and there are no specific formulae,
objective criteria or other such mechanism by which adjustments to each
executive officer's salary are tied empirically to his individual performance or
to FCBank's financial performance.
Mr. Miller, who serves as Chairman of the Board, also served as Chief
Executive Officer until April 22, 1998, when Jim B. Apple, who serves as
President, was appointed to such position. Mr. Miller is employed by FCBank
pursuant to a three-year employment agreement dated April 21, 1998, which
provides that his salary be increased annually by a percentage not less than the
average percentage of increases granted to other officers of FCBank whose
salaries are required to be approved by the Compensation Committee.
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deductibility of annual compensation in excess of $1,000,000 paid to certain
executive officers of public corporations. As none of FCBank's executive
officers receive annual compensation approaching that amount, FCBank's Board of
Directors has not adopted a policy with respect to Section 162(m).
Compensation Committee: GEORGE H. BROADRICK, Chairman
WILLIAM E. SELLARS
HENRY F. SHERRILL
DIRECTORS' FEES
During 1999, each director (with the exception of Mr. Holding, Mr. Sellars,
and directors who are executive officers of Bancorp or FCBank) received $650 for
attendance at each meeting of Bancorp's Board, $350 for attendance at each
meeting of FCBank's Board, and $200 for attendance at each meeting of the
Executive, Audit or Trust Committee and at meetings of certain other committees
not held in conjunction with a meeting of the Board. Directors of Exchange Bank
receive $550 per quarter for their service as directors and $550 for attendance
at each meeting of that Board's Executive Committee.
8
<PAGE>
EXECUTIVE OFFICERS
The executive officers of Bancorp and FCBank are as follows:
<TABLE>
<CAPTION>
NAME AND AGE POSITION AND PREVIOUS BUSINESS EXPERIENCE
- ------------------------- ---------------------------------------------------------------------------------
<S> <C>
E. Hite Miller, Sr. Chairman of Bancorp and FCBank (since April 1998); previously served as Chief
74 Executive Officer of Bancorp and FCBank
Frank B. Holding Vice Chairman of Bancorp and FCBank
71
Jim B. Apple President (since April 1994) and Chief Executive Officer (since April 1998) of
47 Bancorp and FCBank; prior to April 1998, served as Bancorp's and FCBank's
Chief Operating Officer
Peter M. Bristow Executive Vice President and Chief Operating Officer of Bancorp and FCBank
33 (since October 1999); previously served as Senior Vice President (1997-1999) and
Vice President (1995-1997) of FCBank
Jay C. Case Executive Vice President (since April 1998) and Chief Financial Officer of
58 Bancorp; Executive Vice President (since October 1995) and Chief Financial
Officer of FCBank
David G. Barnett Executive Vice President (since October 1999) and Retail Division Executive
40 (since November 1998) of FCBank; previously, served as Senior Vice President
(1996-1999); prior to 1996, employed by NationsBank as Senior Vice President
Charles S. McLaurin III Executive Vice President and Retail Division Executive of FCBank (since July
61 1995), and Vice Chairman and a director of Exchange Bank; previously served as
Senior Vice President and Regional Supervisor of FCBank
Sharon W. Bryant Senior Vice President (since July 1999), Human Resources Director (since June
38 1999) and Trust and Investor Services Director (since January 2000) of FCBank;
prior to June 1999, served as Senior Vice President and Midland Area Executive
for First Union National Bank.
Charles D. Cook Senior Vice President and Commercial Lending Director of FCBank; Director of
56 Exchange Bank
Craig L. Nix Senior Vice President and Treasurer of Bancorp and Senior Vice President and
28 Controller of FCBank (since January 2000); previously served as Audit Manager
(1998-1999) and Senior Auditor (1993-1997), PricewaterhouseCoopers LLP, and
Audit Director of Financial Services (1997-1998), Resource Bancshares Mortgage
Group, Inc. (mortgage banking)
Edgar L. Prosser Senior Vice President and Consumer Lending Director of FCBank (since April
46 1995); previously served as Vice President and Consumer Loan Manager
Mike E. Toole Audit Director of FCBank
46
E. W. Wells Secretary of Bancorp, FCBank and Exchange Bank
57
</TABLE>
9
<PAGE>
EXECUTIVE COMPENSATION
The following table describes the cash and certain other compensation
received or deferred by the Chief Executive Officer and certain other executive
officers of Bancorp and FCBank for the years indicated. Bancorp's officers are
compensated by FCBank for their services as officers of FCBank, and they receive
no salaries or other separate compensation from Bancorp.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------
SALARY OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($)(1) BONUS ($) COMPENSATION($)(2) COMPENSATION($)(3)
- -------------------------------- ------ --------- ----------- -------------------- -------------------
<S> <C> <C> <C> <C> <C>
E. Hite Miller, Sr. (4) 1999 268,954 -0- -0- 80,149
Chairman of the Board 1998 243,750 -0- -0- 80,146
1997 218,750 -0- -0- 79,759
Jim B. Apple 1999 271,594 -0- -0- 7,600
President and 1998 218,752 -0- -0- 7,550
Chief Executive Officer 1997 193,750 -0- -0- 7,154
Jay C. Case 1999 202,586 -0- -0- 7,618
Executive Vice President and 1998 167,397 -0- -0- 7,200
Chief Financial Officer 1997 156,600 -0- -0- 7,101
Charles S. McLaurin III 1999 171,530 -0- -0- 7,849
Executive Vice President 1998 156,686 -0- -0- 7,060
1997 143,606 -0- -0- 6,561
Peter M. Bristow 1999 135,738 -0- -0- 6,028
Executive Vice President and 1998 78,118 -0- -0- 3,582
Chief Operating Officer 1997 57,995 -0- -0- 2,659
</TABLE>
- ---------
(1) Includes amounts deferred at the election of each executive officer
pursuant to FCBank's Section 401(k) plan.
(2) In addition to compensation paid in cash, executive officers receive
certain personal benefits. The value of such benefits received by each
named executive officer during each year did not exceed 10% of his cash
compensation for that year.
(3) Except in the case of Mr. Miller, the 1999 amounts consist entirely of
FCBank's contributions on behalf of each named executive officer to
FCBank's Section 401(k) plan. The 1999 amount shown for Mr. Miller includes
$72,596 in benefits under FCBank's pension plan and FCBank's $7,553
contribution on his behalf to the Section 401(k) plan. Although Mr. Miller
remains actively employed by FCBank, under federal law mandatory pension
plan distributions began during 1995 when he reached age 70 1/2.
(4) Mr. Miller is employed by FCBank pursuant to a three-year employment
agreement dated April 21, 1998, which provides that his salary will be
increased annually by a percentage not less than the average percentage of
increases granted to other officers of FCBank whose salaries must be
approved by the Compensation Committee.
10
<PAGE>
PENSION PLAN
The following table shows, for various numbers of years of service and
levels of compensation, the estimated benefits currently payable to a
participant at normal retirement age under FCBank's qualified defined benefit
pension plan (the "Pension Plan") based on Federal tax laws in effect on January
1, 2000.
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL ----------------------------------------------------------------------------
AVERAGE
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 100,000 $16,219 $24,328 $ 32,437 $ 40,546 $ 48,656 $ 56,765 $ 62,765
125,000 20,844 31,265 41,687 52,109 62,531 72,952 80,452
150,000 25,469 38,203 50,937 63,671 76,406 89,140 98,140
175,000 30,094 45,140 60,187 75,234 90,281 105,327 115,827
200,000 34,719 52,078 69,437 86,796 104,156 121,515 133,515
225,000 39,344 59,015 78,687 98,359 118,031 135,000 135,000
250,000 43,969 65,953 87,937 109,921 131,906 135,000 135,000
275,000 48,594 72,890 97,187 121,484 135,000 135,000 135,000
300,000 53,219 79,828 106,437 133,046 135,000 135,000 135,000
350,000 62,469 93,703 124,937 135,000 135,000 135,000 135,000
</TABLE>
Benefits shown in the table are computed as straight life annuities
beginning at age 65 and are not subject to a deduction for Social Security
benefits or any other offset amount. A participant's annual compensation covered
by the Pension Plan includes base salary (including amounts deferred pursuant to
FCBank's Section 401(k) plan), and a participant's benefits are based on his or
her "final average compensation," which is the participant's highest average
covered compensation for any five consecutive years during his or her last ten
complete calendar years as a Pension Plan participant. However, under current
tax laws, $170,000 is the maximum amount of annual compensation for 2000 that
can be included for purposes of calculating a participant's final average
compensation, and the maximum annual benefit that may be paid to a retiring
participant is $135,000. The maximum years of credited service which may be
counted in calculating benefits under the Pension Plan is 40 years.
The credited years of service and final average compensation, respectively,
as of January 1, 2000, for each of the executive officers named in the Summary
Compensation Table above are as follows: Mr. Miller -- 40 years and $156,000;
Mr. Apple -- 7 years and $155,250; Mr. Case -- 25 years and $151,963; Mr.
McLaurin -- 35 years and $139,825; and Mr. Bristow -- 8 years and $60,481.
Although Mr. Miller remains actively employed by FCBank, under Federal law
mandatory Pension Plan distributions began in 1995 when he reached age 70 1/2.
His current monthly benefit is $7,353.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
In addition to benefits under the Pension Plan, FCBank is party to a
separate agreement with each of certain senior officers of Bancorp and FCBank
under which FCBank has agreed to make monthly payments to the officer for a
period of ten years following retirement at age 65 (or at such other age as is
agreed upon between FCBank and the officer). In return for such payments, each
officer has agreed to provide certain limited consultation services to, and that
he will not "compete" (as defined in the agreement) against, FCBank during the
payment period. If the officer dies prior to retirement, or during the payment
period following retirement, the payments due under the agreement will be paid
to the officer's designated beneficiary or estate. The amounts of monthly
payments provided for in the agreements currently in effect between FCBank and
each of the executive officers named in the Summary Compensation Table above are
as follows: Mr. Miller -- $5,208; Mr. Apple -- $5,208; Mr. Case -- $3,899; Mr.
McLaurin -- $3,094; and Mr. Bristow -- $2,396.
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return
("CTSR") on Bancorp's Common Stock during the previous five fiscal years with
the CTSR over the same measurement period for the Nasdaq-U.S. index and the
Nasdaq Banks index. The graph assumes $100 invested on January 1, 1994, and that
dividends are reinvested in additional shares. However, since Bancorp has not
paid dividends on its Common Stock during the previous five years, no dividend
reinvestment is included in calculation of the CTSR on Bancorp's Common Stock.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN AMONG
BANCORP'S COMMON STOCK, THE NASDAQ BANKS INDEX
AND THE NASDAQ-US INDEX
[GRAPHIC TABLE APPEARS HERE]
YEAR BANCORP NASDAQ BANKS NASDAQ-US
---- ------- ------------ ---------
1994 $100 $100 $100
1995 121 149 141
1996 177 197 174
1997 263 329 213
1998 275 327 300
1999 248 314 542
TRANSACTIONS WITH MANAGEMENT
FCBank and Exchange Bank have had, and expect to have in the future,
banking transactions in the ordinary course of their business with certain of
their and Bancorp's directors, executive officers, and their associates. All
loans included in such transactions were made on substantially the same terms,
including interest rates, repayment terms, and collateral, as those prevailing
at the time such loans were made for comparable transactions with other persons,
and those loans do not involve more than the normal risk of collectibility or
present other unfavorable features.
FCBank is party to a contract with First-Citizens Bank & Trust Company,
Raleigh, North Carolina ("FCB/NC"), pursuant to which FCB/NC provides FCBank
with data and item processing, investment, accounting and management consulting
services (including the services of Frank B. Holding as Vice Chairman of Bancorp
and FCBank), and services as trustee for FCBank's Pension Plan and Section
401(k) plan. Aggregate fees paid by FCBank to FCB/NC for all such services
during 1999 totaled approximately $6,273,555, of which $99,555 was in the form
of reimbursement to FCB/NC for a portion of Mr. Holding's salary paid by FCB/NC.
(Mr. Holding receives no salary, directors fees or other compensation from
Bancorp or FCBank for his services.) It is estimated that aggregate fees for all
such services during 2000 will amount to approximately $6,700,000. FCB/NC is the
wholly-owned bank subsidiary of First Citizens BancShares, Inc.
("FCBancShares"). Mr. Holding, a director of Bancorp and FCBank and a principal
shareholder of Bancorp, and Lewis R. Holding, also a principal shareholder of
Bancorp, are directors and executive officers of FCBancShares and FCB/NC and
also are principal shareholders of FCBancShares. George H. Broadrick and Carmen
P. Holding, directors of Bancorp and FCBank, also are directors of FCBancShares
and
12
<PAGE>
FCB/NC. The Bank's contract with FCB/NC was negotiated at arms-length and was
approved by FCBank's Board of Directors, with Mr. Holding, Ms. Holding and Mr.
Broadrick abstaining from the voting. Based on its comparison of the terms of
the contract in previous years with terms available to it from other providers
of the services being obtained from FCB/NC, management of FCBank believes the
terms of its contrct with FCB/NC, including prices, are no less favorable to
FCBank than could be obtained from an unrelated provider.
Lewis M. Henderson's previous accounting firm, Tourville, Simpson &
Henderson, as well as his current firm, Henderson & Associates, each performed
general, non-audit related accounting services for FCBank's Trust Department
during 1999.
Certain other specific relationships or transactions are described above
under the caption "Compensation Committee Interlocks and Insider Participation."
INDEPENDENT ACCOUNTANTS
Bancorp's current independent accounting firm, PricewaterhouseCoopers LLP,
has been reappointed by the Audit Committee to serve as Bancorp's independent
accountants for 2000. One or more representatives of PricewaterhouseCoopers LLP
are expected to be present at the Annual Meeting and to be available to respond
to appropriate questions, and they will have the opportunity to make a statement
if they so desire.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
action by shareholders at the Annual Meeting. Should other matters properly be
presented at the Annual Meeting, the Proxies, or their substitutes, will be
authorized to vote shares represented by appointments of proxy according to
their best judgment.
SHAREHOLDER PROPOSALS
It is anticipated that the 2001 Annual Meeting will be held on April 25,
2001. Any proposal of a shareholder which is intended to be presented for action
at the 2001 Annual Meeting must be received by Bancorp in writing at its main
office in Columbia, South Carolina, no later than November 24, 2000, to be
considered timely received for inclusion in the proxy statement and form of
appointment of proxy distributed by Bancorp in connection with that meeting. In
order to be included in Bancorp's proxy materials for a particular meeting, the
person submitting the proposal must own, beneficially or of record, at least 1%
or $2,000 in market value of shares of Bancorp's stock entitled to be voted on
that proposal at the meeting and must have held those shares for a period of at
least one year and continue to hold them through the date of the meeting. Also,
the proposal and the shareholder submitting it must comply with certain other
eligibility and procedural requirements contained in rules of the Securities and
Exchange Commission.
Written notice of other shareholder proposals intended to be presented at
the 2001 Annual Meeting (proposals which are not intended to be included in
Bancorp's proxy statement and form of appointment of proxy) must be received by
Bancorp at its main office in Columbia, South Carolina, no later than February
7, 2001, in order for such proposals to be considered timely received for
purposes of the Proxies' discretionary authority to vote on other matters
presented for action by shareholders at that meeting.
ADDITIONAL INFORMATION
Bancorp is subject to the reporting requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, files reports and other information
with the Securities and Exchange Commission, including without limitation proxy
statements, annual reports and quarterly reports.
A COPY OF BANCORP'S 1999 ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WILL BE PROVIDED WITHOUT CHARGE UPON THE
WRITTEN REQUEST OF ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL MEETING.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO E. W. WELLS, SECRETARY, FIRST
CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC., POST OFFICE BOX 29, COLUMBIA,
SOUTH CAROLINA 29202 (TELEPHONE 252-975-2000).
March 24, 2000
13
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
1230 MAIN STREET
POST OFFICE BOX 29
COLUMBIA, SOUTH CAROLINA 29202
APPOINTMENT OF PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints E. Hite Miller, Sr., Jim B. Apple, and E.
W. Wells, or any of them, attorneys and proxies (the "Proxies"), with power of
substitution, to vote all outstanding shares of the voting securities of First
Citizens Bancorporation of South Carolina, Inc. ("Bancorp") held of record by
the undersigned on March 10, 2000, at the Annual Meeting of Shareholders of
Bancorp to be held in the Board Room on the third floor of the First Citizens
Banking Center located at 1314 Park Street, Columbia, South Carolina, at 2:30
p.m. on April 26, 2000, and at any adjournments thereof. The undersigned hereby
directs that shares represented by this appointment of proxy be voted as
follows:
<TABLE>
<S> <C>
1. FIXING THE NUMBER OF DIRECTORS: Proposal to fix the number of directors to be elected at the Annual Meeting at 18.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS: Election of 18 directors of Bancorp for terms of one year or until their successors are duly elected and
qualified.
[ ] FOR all nominees listed below (except as indicated otherwise on the line below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: J. B. Apple; R. W. Blackmon; P. M. Bristow; G. H. Broadrick; W. C.
Cottingham; J. M. Edwards; W. E. Hancock III; R. B. Haynes; W. E. Haynes; L. M.
Henderson; C. P. Holding; F. B. Holding; D. H. Jordan; E. H. Miller, Sr.; N. W.
Morrisette, Jr.; E. P. Palmer; W. E. Sellars; and H. F. Sherrill
INSTRUCTION: To withhold authority to vote for any individual nominee(s), write
the nominee's name(s) on the line below.
- --------------------------------------------------------------------------------
3. OTHER BUSINESS: On such other matters as may properly come before the Annual Meeting, the Proxies are authorized to vote the
shares represented by this appointment of proxy in accordance with their best judgment.
</TABLE>
PLEASE DATE AND SIGN THIS APPOINTMENT OF PROXY ON THE REVERSE SIDE AND
RETURN IT TO BANCORP IN THE ENVELOPE PROVIDED.
<PAGE>
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED AS DIRECTED
ABOVE. IN THE ABSENCE OF ANY DIRECTION, THE PROXIES WILL VOTE SHARES REPRESENTED
BY THIS APPOINTMENT OF PROXY "FOR" PROPOSAL 1, AND "FOR" EACH OF THE NOMINEES
FOR DIRECTOR LISTED IN PROPOSAL 2 ABOVE BY CASTING AN EQUAL NUMBER OF VOTES FOR
EACH SUCH NOMINEE. IF, AT OR BEFORE THE TIME OF THE ANNUAL MEETING, ANY NOMINEE
LISTED IN PROPOSAL 2 HAS BECOME UNABLE OR UNWILLING TO SERVE AS A DIRECTOR FOR
ANY REASON, THE PROXIES ARE AUTHORIZED TO VOTE FOR A SUBSTITUTE NOMINEE NAMED BY
THE BOARD OF DIRECTORS. IF CUMULATIVE VOTING IS IN EFFECT IN THE ELECTION OF
DIRECTORS, THE PROXIES MAY, IN THEIR DISCRETION, VOTE THE SHARES TO WHICH THIS
APPOINTMENT OF PROXY RELATES ON A BASIS OTHER THAN EQUALLY FOR EACH OF THE
NOMINEES NAMED IN PROPOSAL 2 AND FOR LESS THAN ALL SUCH NOMINEES, BUT IN SUCH
EVENT THE PROXIES WILL CAST SUCH VOTES IN A MANNER WHICH WOULD TEND TO ELECT THE
GREATEST NUMBER OF SUCH NOMINEES (OR ANY SUBSTITUTES THEREFOR) AS THE NUMBER OF
VOTES CAST BY THEM WOULD PERMIT.
Dated -------------------- , 2000
-----------------------------(SEAL)
(Signature)
-----------------------------(SEAL)
(Signature if held jointly)
Please date and sign exactly as
name appears at left. When shares
are held by joint tenants, both
should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. If a
corporation, please sign full
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
IMPORTANT: TO INSURE THAT A QUORUM
IS PRESENT AT THE ANNUAL MEETING,
PLEASE SEND IN YOUR APPOINTMENT OF
PROXY WHETHER OR NOT YOU PLAN TO
ATTEND. EVEN IF YOU SEND IN YOUR
APPOINTMENT OF PROXY, YOU WILL BE
ABLE TO VOTE IN PERSON AT THE
ANNUAL MEETING IF YOU SO DESIRE.
