SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Farmers National Banc Corp.
(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.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11:
1. Title of each class of securities to which transaction applies:
.................................................................
2. Aggregate number of securities to which transaction applies:
.................................................................
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
.................................................................
4. Proposed maximum aggregate value of transaction:
.................................................................
5. Total fee paid:
.................................................................
...........................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
.................................................................
2. Form, Schedule or Registration Statement No.:
.................................................................
3. Filing Party:
.................................................................
4. Date Filed:
.................................................................
(Amended by Exch Act Rel No.35113, eff 1/30/95)
FARMERS NATIONAL BANC CORP.
20 SOUTH BROAD STREET
CANFIELD, OHIO 44406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 27, 1997
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that pursuant to call of its Directors,
the Annual Meeting of the Shareholders of FARMERS NATIONAL BANC
CORP., Canfield, Ohio will be held at Colonial Catering located
at 429 Lisbon Street, Canfield, Ohio 44406 on Thursday, March
27, 1997 at three-thirty o'clock (3:30) P.M., Eastern Standard
Time, for the purpose of considering and voting upon the
following matters:
1. ELECTION OF DIRECTORS. Fixing the number of Directors to be
elected at eight (8) and the election of the eight (8) persons
listed in the accompanying Proxy Statement.
2. TO TRANSACT SUCH OTHER BUSINESS as may properly come before the
Meeting or any adjournment thereof.
Shareholders of record at the close of business on February
28, 1997 are the only shareholders entitled to notice of and to
vote at the Annual Shareholders Meeting.
By Order of the Board of Directors
Frank L. Paden, President & Secretary
Canfield, Ohio
March 6, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL
MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE.
FARMERS NATIONAL BANC CORP.
CANFIELD, OHIO 44406
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 27, 1997
Farmers National Banc Corp., herein referred to as "Farmers" or
the "Corporation" is furnishing this Proxy Statement to its
shareholders in connection with the solicitation, by order of
the Board of Directors of Farmers, of proxies to be used at the
Annual Meeting of Shareholders to be held on Thursday, March 27,
1997 at 3:30 P.M., Eastern Standard Time, at Colonial Catering,
429 Lisbon Street, Canfield, Ohio 44406, and at any adjournments
thereof. The Corporation is a one-bank holding company of which
The Farmers National Bank of Canfield is the wholly owned
subsidiary.
The cost for solicitation of proxies will be borne by Farmers.
Brokerage firms and other custodians, nominees and fiduciaries
may be requested to forward soliciting material to their
principals and to obtain authorization for the execution of
proxies. Farmers will, upon request, reimburse brokerage firms,
and other custodians, nominees and fiduciaries for the execution
of proxies and for their expenses in forwarding proxy material
to their principals.
The proxy statements and the form of proxy are being mailed on
March 6, 1997 or as soon thereafter as practicable to all
shareholders entitled to vote at the meeting. In addition to
use of mails, proxies may be solicited by officers, directors,
and employees of Farmers by personal interview, telephone and
telegraph.
VOTING RIGHTS
Only shareholders of record at the close of business on
February 28, 1997 will be entitled to vote at the meeting. As
of February 28, 1997, Farmers had issued and outstanding
3,311,268 shares of common stock with no par value. Each
outstanding share entitles the recordholder to one vote. The
number of shares present at the meeting in person or by proxy
will constitute a quorum for the transaction of business.
It is important that your stock be represented at the meeting,
regardless of the number of shares you may own. We would
appreciate your signing and returning the enclosed proxy. The
shares represented by each proxy, which is properly executed and
returned to Farmers, will be voted in the manner described in
this proxy statement and the proxy. In the absence of
instructions, the proxy will be voted "For" the election of the
eight (8) persons listed in this Proxy Statement. The proxy may
be revoked at any time prior to its exercise, by delivering
notice of revocation or a duly executed proxy bearing a later
date to the Treasurer of the Corporation at any time before the
proxy is voted. Shareholders who attend the meeting in person
may vote their stock even though they may have sent in a proxy.
No officer or employee of Farmers may be named as a proxy. If
you received two or more proxy forms because of difference in
addresses or registration of shareholdings, each should be
executed and returned in order to assure a complete tabulation
of shares.
The corporation will appoint two officers to act as inspectors
for purposed of tabulating the votes cast by proxy. Broker
non-votes and abstentions are not treated as votes cast for
purposes of any of the matters to be voted on at the meeting.
ELECTION OF DIRECTORS
Pursuant to the Code of Regulations, the authorized number of
directors of Farmers has been set at eight (8). The Board of
Directors has nominated the eight (8) persons named below to
serve as directors until the next Annual Meeting or until their
earlier death, resignation or removal from office. Each of the
eight (8) nominees is presently a member of the Board of
Directors and has consented to serve another term as director if
re-elected. If any of the nominees should be unavailable to
serve for any reason (which is not anticipated), the Board of
Directors may designate a substitute nominee or nominees (in
which case the persons named on the enclosed proxy card will
vote all valid proxy cards for the election of such substitute
nominee or nominees), allow the vacancy or vacancies to remain
open until a suitable candidate or candidates are located, or by
resolution provide for a lesser number of directors.
INFORMATION WITH RESPECT TO NOMINEES
Certain information in the following tabulation has been
furnished to Farmers by the respective nominees for director.
Principal Occupation and Director
Name Five Year Business Experience Age Since (A)
Benjamin R. Brown President and Owner, Castruction 51 1991
Company, Incorporated in 1965 -
designs and manufactures pre-cast
shapes and associated products for
the steel industry.
Richard L. Calvin Vice Chairman since 1996, formerly, 70 1975
Executive Vice President/Cashier of
Farmers National Bank since 1972
and Executive Vice President/
Treasurer of Farmers National Banc
Corp. since 1983.
Joseph O. Lane President and Owner - Lane Funeral 72 1965
Homes, Inc. since 1950, Lane Life
Paramedics, Inc. and Lane Monument Co.
- operates three funeral homes , an
EMT and ambulance service.
David C. Myers President and Owner - Myers Equipment 68 1988
Corp. since 1955 - sales of truck
equipment and school buses. Mr.
Myers operates a 2,000 acre farm
since 1946.
Edward A. Ort President of Ort Furniture Mfg. Co. 67 1993
since 1973 - manufacture of
upholstered furniture which is shipped
to retail furniture stores in
northeastern United States since 1957.
Frank L. Paden President & CEO of Farmers National 45 1992
Bank since 1996. EVP/Sr. Loan Officer
since 1991. President & Secretary of
Farmers National Banc Corp. since 1996.
William D. Stewart Chairman since 1996. Formally, 67 1972
President of Farmers National Bank
since 1972 and President & Secretary of
Farmers National Banc Corp. since 1983.
Ronald V. Wertz President and Owner of Boyer 49 1989
Insurance Inc. since 1981 - provides
risk management analysis and policies
for individuals, families and business
insurance plans, including property,
liability, health, life and bonding.
(A) Includes the period served as a director of The Farmers
National Bank of Canfield prior to its reorganization into a
wholly owned subsidiary of this Corporation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's directors and executive officers, and persons
who own more than 10% of a registered class of the Corporation's
equity securities, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports
of changes in ownership of Common Stock and other equity
securities of the Corporation. Officers, directors and greater
than 10% stockholders are required by SEC regulation to furnish
the Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the
copies of such reports furnished to the Corporation and written
representations that no other reports were required, during
1996, all Section 16(a) filing requirements applicable to its
officers, directors and greater that 10% beneficial owners were
complied with.
SECURITY OWNERSHIP OF MANAGEMENT
The following tables sets forth information regarding
beneficial ownership as of December 31, 1996, of the
Corporation's common shares of each Director and all Executive
Officers as a group.
Name Aggregate Number of Percent of
Shares Beneficially Outstanding
Owned (A) Shares
Benjamin R. Brown 27,398 .83%
Richard L. Calvin 37,574 1.13%
Joseph O. Lane 80,282 2.42%
David C. Myers 24,860 .75%
Edward A. Ort 6,238 .19%
Frank L. Paden 8,090 .24%
William D. Stewart 30,266 .91%
Ronald V. Wertz 24,614 .74%
Executive Officers as a Group 3,214 .10%
Total 242,536 7.32%
(A) Beneficial Ownership includes those shares over which an
individual has sole or shared voting, or investment purposes
such as beneficial interest of a spouse, minor children, or
other relatives living in the home of the named individual,
trusts, estates and certain affiliated companies.
COMMITTEES OF THE BOARD OF DIRECTORS
At the Directors' organizational meeting, held immediately
following the last annual shareholders' meeting of The Farmers
National Banc Corp. held on March 28, 1996, the following
committees were appointed by the Chairman:
EXECUTIVE COMPENSATION AND EMPLOYEES SALARY COMMITTEE: Joseph
O. Lane, Chairman; Benjamin R. Brown, David C. Myers, Edward A.
Ort, and Ronald V. Wertz.
The Executive Compensation and Employees Salary Committee
reviews the compensation of the official staff and makes
recommendations regarding all employee benefits to the Board of
Directors. This committee met one time in 1996.
AUDIT & EXAMINING COMMITTEE: David C. Myers, Chairman;
Benjamin R. Brown, Edward A. Ort, and Ronald V. Wertz.
The Audit and Examining Committee directs the activities of the
internal audit staff, reviews the internal auditor's reports,
reviews all examinations of the Comptroller of the Currency and
makes recommendations to the Board regarding the engagement of
an external auditing firm to perform the annual audit and
prepare income tax returns. This committee met four times in
1996.
DISCOUNT LOAN COMMITTEE: Frank L. Paden, Chairman; Benjamin
R. Brown, Richard L. Calvin, Joseph O. Lane, David C. Myers,
Edward A. Ort, William D. Stewart, and Ronald V. Wertz.
The Discount Loan Committee meets weekly to review all loans
made during the previous week and to approve all loan
commitments which are either above the assigned lending limits
of the loan officers or are not in keeping with existing bank
policy.
BUILDING COMMITTEE: Richard L. Calvin, Chairman; Ad Hoc.
The Building Committee oversees site selection, office
additions and modifications. This committee did not
specifically meet in 1996, however, the chairman did report to
the directors at other meetings.
LONG RANGE AND STRATEGIC PLANNING COMMITTEE: Frank L. Paden,
Chairman; Benjamin R. Brown, Richard L. Calvin, Joseph O. Lane,
David C. Myers, Edward A. Ort, William D. Stewart, and Ronald V.
Wertz.
The Long Range and Strategic Planning Committee is responsible
for formulation and implementation of the Strategic Plan for the
operation of the Corporation. This committee met twice in 1996.
NOMINATING COMMITTEE: Frank L. Paden, Chairman; Benjamin R.
Brown, Richard L. Calvin, Joseph O. Lane, David C. Myers, Edward
A. Ort, William D. Stewart, and Ronald V. Wertz.
The Nominating Committee makes decisions with respect to: (a)
nominees for election as director at the annual meeting of
shareholders; (b) nominees to fill Board vacancies between
annual meetings; and (c) the composition of membership of the
various other standing committees. This committee did not meet
in 1996.
RISK MANAGEMENT AND INSURANCE COMMITTEE: Ronald V. Wertz,
Chairman; Benjamin R. Brown, Richard L. Calvin, and Carl D.
Culp, EVP/Cashier/CFO.
The Risk Management and Insurance Committee is responsible for
reviewing coverage and protection levels of insurance maintained
by the Bank. The committee met once in 1996.
During 1996, each director standing for re-election, was
present for more that 75% of the combined number of meetings of
the Board of Directors and of each committee of the Board on
which such director served. There were twelve regular and ten
special meetings of the Board of Directors in 1996.
Members of the Board of Directors receive $350.00 for each
board meeting they attend, and $250.00 for each committee
meeting they attend with the exception of inside directors who
receive no compensation for committee meetings.
NOTE: THE ABOVE COMMITTEES ARE COMMITTEES OF THE FARMERS
NATIONAL BANK OF CANFIELD (THE BANK), A WHOLLY OWNED SUBSIDIARY
OF FARMERS NATIONAL BANC CORP. CURRENTLY, THE MEMBERS OF
FARMERS' BOARD OF DIRECTORS ALSO SERVE AS THE DIRECTORS OF THE
BANK, AND ATTEND BOARD MEETINGS FOR BOTH FARMERS AND THE BANK.
ALTHOUGH THESE MEETINGS ARE CONDUCTED SEPARATELY ON THE SAME
DAY, A MEMBER RECEIVES COMPENSATION (WHICH IS PAID BY FARMERS)
FOR ONLY ONE MEETING, CONSEQUENTLY, MEMBERS ATTENDING A MEETING
OF THE BOARDS OF BOTH FARMERS AND THE BANK ON A SINGLE DAY ARE
CREDITED WITH ONE BOARD MEETING FOR ATTENDANCE AND COMPENSATION
PURPOSES.
RETIREMENT PENSION PLAN
The Corporation previously maintained a tax qualified Defined
Benefit Plan for the benefit of all eligible employees,
including all executive officers. This plan is identified as
"The Farmers National Bank of Canfield Salaried Employees
Pension Plan". Due to a change in the demographics of the
employee census and taking advantage of fixing future retirement
benefit expenses, the Corporation elected to freeze this plan as
of November 1, 1995, in accordance with the decision to
ultimately terminate this Pension Plan. This Defined Benefit
Plan is funded entirely by the Corporation. At the time of
application for termination, the Plan assets were adequate to
fund all the Plan liabilities. Upon approval from the necessary
authorities, all assets will be distributed to the Plan
participants. None of the assets of the Plan will revert back
to the Corporation and the Corporation will not have any
additional liability in connection with this Defined Benefit
Plan.
In May 1996, the Corporation adopted a 401(k) Profit Sharing
Retirement Savings Plan. All employees of Farmers National Bank
who have completed at least one year of service and meet certain
other eligibility requirements are eligible to participate in
the Plan. Under the terms of the Plan, employees may
voluntarily defer a portion of their annual compensation, not to
exceed 15%, pursuant to section 401(k) of the Internal Revenue
code. The Corporation matches a percentage of the participants'
voluntary contributions up to 6% of gross wages. In addition, at
the discretion of the Board of Directors, the Corporation may
make an additional profit sharing contribution to Plan. The
Corporation's contributions are subject to a vesting schedule
and the Plan meets the requirements of Section 401(a) of the
Internal Revenue Code and Department of Labor Regulations under
ERISA.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and Principal Position Year Annual Salary Bonus 401(k) All Other
and Director Corporation Compensation
Fees (a) Contribution (b)
<S> <C> <C> <C> <C> <C>
William D. Stewart, Chairman 1996 129,543 0 7,126 3,382
1995 118,727 2,000 0 3,861
1994 107,950 2,000 0 1,505
Frank L. Paden, President & CEO 1996 86,318 0 4,749 1,038
1995 75,883 2,000 0 659
1994 71,380 2,000 0 887
<FN>
(a) The amount of Director Fees included in this annual amount
is as follows: Stewart ($8,250, $6,700 and $5,800) and Paden
($8,250, $6,700 and $5,800).
(b) Amounts represent cost of group term life insurance and
other benefits.
</FN>
</TABLE>
Listed is the total compensation paid by the Corporation's
subsidiary, The Farmers National Bank of Canfield during the
latest fiscal year to the named person(s) for services in all
capacities, specifically setting forth the direct compensation
to the Chairman and President & CEO. No other executive
officer of Farmers receives the total annual salary and bonus in
excess of $100,000.
In 1991, as a result of certain changes in the Internal Revenue
Code, the Bank's pension plan was amended to reduce
significantly the benefits of several key employees, including
those of Stewart and Paden. As a result, the Bank has entered
into Deferred Compensation Agreements with certain of its
executive officers, including Stewart and Paden. Under the
terms of the Deferred Compensation Agreement, they will receive
monthly payments of $1,665.00 (Stewart) and $930.00 (Paden) for
a period of two hundred and four (204) months, commencing with
retirement age of 65. This agreement also provides that these
executive officers will be available to perform consulting
services for the Bank during the period he is receiving these
payments, and prohibits him from entering into competition with
the Corporation during that same period. In the event that any
payments should still remain due and payable to the executive
officer under the Agreement at the time of his death, those
payments would be made to his surviving spouse. In the event
that any payment should still remain due and payable to either
the executive officer or his spouse under the Agreement at the
death of the survivor of them, those payments would be reduced
to their then present value at a predetermined rate of interest
and paid to the estate of the survivor in a lump sum. Payments
will be prorated in the event the employee retires before the
age of 65, and will be increased proportionately if he retires
after the age of 65. The Agreement is funded by a life
insurance policy owned by the bank, on which the Bank is the
beneficiary and the premiums of which are paid by the Bank.
NOTE: Tables containing disclosures of Stock Appreciation
Rights and Plans and Long Term Incentive Plans have been omitted
because no such programs exist for either Farmers National Banc
Corp. or The Farmers National Bank of Canfield.
No Employment Contracts or Golden Parachute Agreements exist
between any executive officer and either Farmers National Banc
Corp. or The Farmers National Bank of Canfield.
INDEBTEDNESS OF MANAGEMENT
Farmers has had, and expects to have in the future, banking
transactions in the ordinary course of business with directors,
executive officers and their associates on the same terms,
including interest rates and collateral on loans, as those
prevailing at the same time for comparable transactions with
others. Since the beginning of 1996, the largest aggregate
extensions of credit to officers, directors and their associates
during the year ended December 31, 1996 was $1,245,724 or 3.58%
of Equity Capital Accounts. In the opinion of the management of
Farmers, these transactions do not involve more than a normal
risk of collectability or present other unfavorable features.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is made up
of all of the outside directors of Farmers. No officers of the
corporation sit on this committee. This committee reports back
to the full board but its' decisions are not subject to full
board approval. The committee has the purpose and
responsibility of providing the Bank, its staff and the
communities it serves with consistent long-term leadership of
the highest quality possible while protecting the interests of
the shareholders.
The committee sets the limits for increases in the aggregate
for all staff, reviews performance of executive officers and
sets their salaries for the coming year. In addition, any
incentive/bonus program is set by the board based on the
recommendation of the compensation committee.
The committee takes a straightforward approach to the review of
executives and bases its consideration of salaries on specific
job performance, contribution to target levels of growth,
profitability, stability, capital and return on equity (ROE) and
return on assets (ROA). Also considered is the executive's
contribution to the general success of the Bank and its business
plan and community standing, which cannot necessarily be
quantified in an appropriated manner but is weighted heavily in
a community bank, which is located exclusively in small
communities. Successful bank operations are contingent upon
accomplishment in all areas and integration with the business
community's direction and success in our market areas.
Executive performance must therefore be evaluated by using these
factors as well. Specific results of each executive's area of
responsibility are evaluated and considered, but would not be
appropriately discussed here as a matter of confidentiality.
The committee evaluates the President on the same basis as
other executive offices with weight being given to the
achievement of target levels of growth, capital and return on
equity and, in addition, specific target goals of the overall
strategic plan of the Bank. The accomplishment of meeting the
goals and targets are reflected in the Summary Compensation
Table.
The members of the Compensation Committee are Joseph O. Lane,
Chairman; Benjamin R. Brown, David C. Myers, Edward A. Ort and
Ronald V. Wertz. None has registered a disagreement with the
above report.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is currently or was at
any time during 1996, an officer or an employee of, or had an
employment agreement with the Corporation or the Bank. No
corporate or committee interlocks exist which require disclosure
under SEC regulations.
PERFORMANCE GRAPH
The Securities and Exchange Commission requires a line graph
comparing the cumulative annual shareholders return of the
Corporation, over a five year period against an overall stock
market index and an industry index, as presented below. The per
share price for each quarter, which is the price for each
quarterly dividend and is used in the calculations of this
graph, is established by the stock's market maker, Butler Wick
and Company of Youngstown, Ohio.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
AMONG FARMERS NATIONAL BANC CORP., THE NASDAQ STOCK MARKET - US
INDEX AND THE NASDAQ BANKS INDEX
[PERFORMANCE GRAPH PAPER COPY MAILED TO SEC]
TOTAL RETURN GRAPH DATA
At December 31 1991 1992 1993 1994 1995 1996
Farmers National Banc Corp. 100 131 182 238 350 459
NASDAQ Stock Mkt-US 100 116 134 131 185 227
NASDAQ Bank 100 146 166 165 246 326
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has elected Hill, Barth and King to
serve as the corporation's independent public accountant for the
fiscal year ending December 31, 1997. Hill, Barth and King also
served as the corporation's independent public accountant for
the fiscal year ended December 31, 1996. Hill, Barth and King
is expected to have a representative present at the annual
meeting and will be available to respond to shareholders'
questions and if they desire, will have an opportunity to make
any statement they consider appropriate.
The 1996 Annual Report, including the required audited
financial statements of the Corporation and related financial
information, is enclosed with this proxy soliciting material.
SHAREHOLDER PROPOSALS
Any Shareholder proposal intended to be placed in the Proxy
Statement for the 1997 annual meeting to be held in March 1998
must be received by the Corporation no later than December 1,
1997. Written proposals should be sent to Carl D. Culp,
Executive Vice President and Treasurer, Farmers National Banc
Corp., 20 South Broad Street, P.O. Box 555, Canfield, Ohio
44406. Each proposal submitted should be accompanied by the
name and address of the shareholder submitting the proposal and
the number of shares owned. If the proponent is not a
shareholder of record, proof of beneficial ownership should also
be submitted. All proposals must be a proper subject for action
and comply with the proxy rules of the Securities and Exchange
Commission.
MISCELLANEOUS
The Board of Directors does not know of matters other than the
review of 1996 and the election of Directors to be acted upon at
the annual meeting. If any other matters should come before the
meeting, the proxy holders will vote upon them in accordance
with their best judgment. A copy of the Corporation's 1996
report filed with the Securities and Exchange Commission, on
Form 10-K, will be available without charge to shareholders upon
written request to Carl D. Culp, Executive Vice President and
Treasurer, Farmers National Banc Corp., 20 South Broad Street,
P.O. Box 555, Canfield, Ohio 44406.
BY ORDER OF THE BOARD OF DIRECTORS
FRANK L. PADEN, PRESIDENT & SECRETARY
FARMERS NATIONAL BANC CORP.
20 South Broad St., P.O. Box 555, Canfield, Ohio 44406
PROXY FOR ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENT, that I, the Undersigned
Shareholder of Farmers National Banc Corp. of Canfield, Ohio, do
hereby nominate and appoint William D. Calhoun, Ronald V. Wertz
and David W. Yeany (no officer or employee of the Corporation
may be named as proxy) or any one of them (with full power to
act alone), my true and lawful attorney(s) with full owner of
substitution, for me and in my name, place and stead to vote all
the Common Stock of said Corporation standing in my name on its
books on February 28, 1997, at the annual meeting of its
Shareholders to be held at Colonial Catering, 429 Lisbon Street,
Canfield, Ohio 44406, on Thursday, March 27, 1997, at 3:30 P.M.,
Eastern Standard Time, or any adjournment thereof with all the
powers the undersigned would possess if personally present as
follows:
1. ELECTION OF DIRECTORS: Fixing the number of Directors to be
elected at eight (8) and the election of the eight (8) persons
listed in the Proxy Statement dated March 6, 1997 accompanying
the notice of said meeting.
FOR (all nominees except as indicated below) ______ WITHHOLD
AUTHORITY (as to all nominees) _____
To withhold your vote from certain nominees, strike a line through
their name.
Benjamin R. Brown, Richard L. Calvin, Joseph O. Lane,
David C. Myers, Edward A. Ort, Frank L. Paden,
William D. Stewart, Ronald V. Wertz
2. SUCH OTHER BUSINESS as may properly come before the meeting or
any adjournment thereof.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION
LISTED UNLESS OTHERWISE INDICATED. If any other business is
presented at said meeting, this Proxy shall be voted in
accordance with the recommendations of The Board of Directors.
The Board of Directors recommends a vote "For"
each of the listed propositions. This proxy is solicited on
behalf of The Board of Directors and may be revoked prior to its
exercise.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY
AS POSSIBLE (whether or not you plan to attend the meeting in
person).
IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY.
THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
DATED ________________________________________
NUMBER OF SHARES HELD_________________________
_______________________________________________
_______________________________________________
Signature of Shareholder(s) *
*When signing as attorney, executor, administrator, trustee or
guardian, please give full title. If more than one trustee, all
should sign. All joint others must sign.
