This proxy is solicited by the Board of Directors.
The undersigned stockholder(s) of CBT Corporation hereby appoints Patrick
J. Cvengros and Williams J. Jones, or either of them, as Proxies, each
with the power to appoint his or her substitute, and hereby authorizes them
to represent and to vote as designated below, all the shares of Common Stock
of CBT Corporation which the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held on April 18, 1995 or any adjournment
thereof, with all the powers the undersigned would possess if present
personally at said meeting, or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY TO VOTE FOR ALL
(Except as otherwise indicated below.) NOMINEES LISTED BELOW
Irving P. Bright, Jr. John L. Burman
Patrick J. Cvengros William H. Dyer
Louis A. Haas Joe Tom Halton
Kerry B. Harvey F. Donald Higdon
William J. Jones Ted S. Kinsey
Louis M. Michelson Bill B. Morgan
Louis D. Myre, M.D. David M. Paxton
Robert P. Petter Joseph A. Powell
William A. Usher
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION
REGARDING INDEMNIFICATION
FOR AGAINST ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
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This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. Unless authority to vote for the
nominees listed above is withheld, this proxy will be voted for the
nominees listed above with the discretionary authority described in the
accompanying proxy statement and "for" Proposal 2.
Please sign exactly as name appears below.
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.
Signature
Signature (if held jointly)
DATED:
PLEAS MARK, SIGN, DATE, AND PROMPTLY RETURN THE PROXY USING THE ENCLOSED
ENVELOPE.
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