SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
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:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-
11(c) or Rule 14a-12
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FIRST NATIONAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
................................................................
(2) Aggregate number of securities to which transaction applies:
................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
................................................................
(4) Proposed maximum aggregate value of transaction:
................................................................
(5) Total fee paid:
................................................................
<PAGE>
[ ] 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:
................................................................
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FIRST NATIONAL CORPORATION
112 West King Street
Strasburg, Virginia 22657
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 6, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of First
National Corporation ("First National") will be held at the Shenandoah Valley
Golf Club, 134 Golf Club Circle, Front Royal, Virginia on April 6, 1999 at 11:00
a.m., for the following purposes:
(1) To elect 10 directors for a term of one year or until their
respective successors are elected and qualified; and
(2) To transact such other business as may properly come before
the Annual Meeting. Management is not aware of any other business, other than
procedural matters incident to the conduct of the Annual Meeting.
The Board of Directors has fixed the close of business on February 19,
1999 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas C. Arthur
Douglas C. Arthur
Secretary
Strasburg, Virginia
March 3, 1999
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YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
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<PAGE>
FIRST NATIONAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 6, 1999
GENERAL INFORMATION
This Proxy Statement is furnished to holders of common stock, $5.00 par
value per share ("Common Stock"), of First National Corporation ("First
National") in connection with the solicitation of proxies by the Board of
Directors (the "Board") of First National to be used at the Annual Meeting of
Stockholders to be held on April 6, 1999 at 11:00 a.m. at the Shenandoah Valley
Golf Club, Front Royal, Virginia, and any adjournment thereof (the "Annual
Meeting").
The principal executive offices of First National are located at 112
West King Street, Strasburg, Virginia. The approximate date on which this Proxy
Statement, the accompanying proxy card and Annual Report to Stockholders (which
is not part of First National's soliciting materials) are being mailed to First
National's stockholders is March 4, 1999. The cost of soliciting proxies will be
borne by First National.
The proxy solicited hereby, if properly signed and returned to First
National and not revoked prior to its use, will be voted in accordance with the
instructions contained thereon. If no contrary instructions are given, each
proxy received will be voted "for" the proposals described herein. Any
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing written notice thereof with the Secretary of First
National (Douglas C. Arthur, Secretary, First National Corporation, 112 West
King Street, Strasburg, Virginia 22657); (ii) submitting a duly executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting or at any
adjournment thereof and giving the Secretary notice of his or her intention to
vote in person. Proxies solicited hereby may be exercised only at the Annual
Meeting and any adjournment thereof and will not be used for any other meeting.
Only stockholders of record at the close of business on February 19,
1999 (the "Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were 788,903 shares of Common Stock of First National issued
and outstanding and approximately 686 record holders. Each share of Common Stock
is entitled to one vote at the Annual Meeting. First National had no other class
of equity securities outstanding at the Record Date.
<PAGE>
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Election of Directors
Ten directors are to be elected at the Annual Meeting to serve until
the election and qualification of their respective successors.
Unless authority is withheld in the proxy, each proxy executed and
returned by a stockholder will be voted for the election of the nominees listed
below. Proxies distributed in conjunction herewith may not be voted for persons
other than the nominees named thereon. If any person named as nominee should be
unable or unwilling to stand for election at the time of the Annual Meeting, the
proxy holders will nominate and vote for a replacement nominee or nominees
recommended by the Board. At this time, the Board knows no reason why any of the
nominees listed below may not be able to serve as a director if elected. The
proxy also confers discretionary authority upon the persons named therein, or
their substitutes, with respect to any other matter that may properly come
before the meeting.
In the election of directors, those receiving the greatest number of
votes will be elected even if they do not receive a majority. Abstentions and
broker non-votes will not be considered a vote for, or a vote against, a
director.
Nominees
There is set forth hereafter the name of each nominee and, as to each
of the nominees, certain information including age, principal occupation and, as
of February 1, 1999, information with respect to beneficial ownership of Common
Stock. The date shown for first election as a director in the information below
represents the year in which the nominee or continuing director was first
elected to the Board of First National or previously to the Board of First Bank
(the "Bank"). Unless otherwise indicated, the business experience and principal
occupations shown for each nominee or continuing director has extended five or
more years.
Douglas C. Arthur, 56, has been a director since 1972.
Mr. Arthur is Vice Chairman and Secretary of the Board of First
National and Vice Chairman and Secretary of the Board of the Bank. Mr.
Arthur is the senior and business partner in Arthur and Allamong, a
general practice law firm located in Strasburg, Virginia. Mr. Arthur
has been engaged in the practice of law since 1970. He is also a
director of Shenandoah Telecommunications Company.
Noel M. Borden, 62, has been a director since 1962.
Mr. Borden has served as the Chairman of the Board of First National
and Chairman of the Board of the Bank since 1986. Mr. Borden is
President of H.L. Borden Lumber Co., a building supply company located
in Strasburg, Virginia, and has held that position since 1960. He also
is a director and Vice President of Shenandoah Telecommunications
Company.
Byron A. Brill, 51, has been a director since 1980.
Dr. Brill is a periodontist who has been in practice since 1975.
Elizabeth H. Cottrell, 48, has been a director since 1992.
Mrs. Cottrell is President of Riverwood Technologies, Inc., a computer
services and desktop publishing concern, and has held that position
since 1992. Mrs. Cottrell is also a partner in Shenandoah Seasons, a
monthly newsletter and mail order gift business. She also is a member
of the Shenandoah County Travel Council.
2
<PAGE>
James A. Davis, 53, has been a director since 1998.
Dr. Davis is President of Shenandoah University located in Winchester,
Virginia, a position that he has held since 1982. Dr. Davis is a member
of the Boards of Directors of the Winchester Medical Center,
Westminster Canterbury and the Durell Foundation.
Christopher E. French, 39, has been a director since 1996.
Mr. French has served as President of Shenandoah Telecommunications
Company, a telecommunications company headquartered in Edinburg,
Virginia since 1988. He is a director and stockholder of such company.
Charles E. Maddox, Jr., 57, has been a director since 1996.
Mr. Maddox is Principal Engineer of G. W. Clifford & Associates for
western Virginia, West Virginia and Maryland operations. Mr. Maddox is
on the Board of Trustees of Shenandoah University.
W. Allen Nicholls, 52, has been a director since 1987.
Mr. Nicholls is President of Nicholls Construction, Inc., a home
builder located in Front Royal, Virginia, a position that he has held
for 27 years.
Henry L. Shirkey, 56, has been a director since 1994.
Mr. Shirkey is a customer service representative with Holtzman Oil
Corp., an oil jobber, a position that he has held since 1993. Mr.
Shirkey was previously a banker in Shenandoah County with Farmers Bank,
Dominion Bank and First Union Bank and was involved in all phases of
community bank management for 33 years until his retirement.
Alson H. Smith, Jr., 70, has been a director since 1998.
Mr. Smith is Chairman of the Board of Shenandoah Foods, Inc., located
in Winchester, Virginia. Mr. Smith retired from the Virginia House of
Delegates after 20 years of service. Mr. Smith is a member of the
Boards of Directors of Shenandoah University, the Durell Foundation and
the Virginia Environmental Endowment.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS
DIRECTORS.
Security Ownership of Management
The following table sets forth information as of February 1, 1999,
regarding the number of shares of Common Stock beneficially owned by all
directors and nominees, by the present executive officer named in the Summary
Compensation Table herein and by all directors and executive officers as a
group. Beneficial ownership includes shares, if any, held in the name of the
spouse, minor children or other relatives of the director or executive officer
living in such person's home, as well as shares, if any, held in the name of
another person under an arrangement whereby the director or executive officer
can vest title in himself at once or at some future time, plus shares held in
certain trust relationships which may be deemed to be beneficially owned by the
nominees under the rules and regulations of the Securities and Exchange
Commission (the "SEC"); however, the inclusion of such shares does not
constitute an admission of beneficial ownership.
3
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Name Beneficially Owned Percent of Class
---- ------------------ ----------------
Directors:
Douglas C. Arthur 4,225 *
Noel M. Borden 14,506 l.84%
Byron A. Brill 10,228 l.30%
Elizabeth H. Cottrell 405 *
James A. Davis 250 *
Christopher E. French 4,601 *
Charles E. Maddox, Jr. 1,300 *
W. Allen Nicholls 517 *
Henry L. Shirkey 325 *
Alson H. Smith, Jr. 265 *
Harry S. Smith 356 *
All present executive officers and
directors as a group (13 persons) 37,365 4.74%
------
* Indicates that holdings amount to less than 1% of the issued and
outstanding Common Stock.
(1) For purposes of this table, beneficial ownership has been
determined in accordance with the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
under which, in general, a person is deemed to be the beneficial
owner of a security if he has or shares the power to vote or
direct the voting of the security or the power to dispose of or
direct the disposition of the security, or if he has the right to
acquire beneficial ownership of the security within 60 days.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the
outstanding shares of Common Stock as of February 1, 1999.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
------------------- -------------------- ----------------
James L. Bowman 72,611 9.20%
P.O. Box 6
Stephens City, Virginia
----------------------------
(1) For purposes of this table, beneficial ownership has been
determined in accordance with the provisions of Rule 13d-3 of the
Exchange Act, under which, in general, a person is deemed to be
the beneficial owner of a security if he has or shares the power
to vote or direct the voting of the security or the power to
dispose of or direct the disposition of the security, or if he has
the right to acquire beneficial ownership of the security within
60 days.
4
<PAGE>
The Board of Directors and its Committees
Meetings of the Board are held twice each month, and there is also an
organizational meeting following the conclusion of each Annual Meeting of
Stockholders. The Board held 24 meetings in the year ended December 31, 1998.
For the year ended December 31, 1998, none of First National's directors
attended fewer than 75% of the aggregate number of Board meetings and meetings
of committees of which the respective directors are members during their term.
The Board has an Audit and Compliance Committee and a Personnel and
Benefits Committee. There is no Nominating Committee.
The Audit and Compliance Committee consists of Messrs. Arthur, French,
Davis and Shirkey and Mrs. Cottrell. The Audit Compliance Committee is
responsible for the selection and recommendation of the independent accounting
firm for the annual audit and to establish, and assure the adherence to, a
system of internal controls. It reviews and accepts the reports of First
National's independent auditors and federal and state examiners. The Audit and
Compliance Committee met seven times during the year ended December 31, 1998.
The Personnel and Benefits Committee, which reviews and recommends the
levels and types of compensation of officers and employees, is composed of Mrs.
Cottrell and Messrs. Arthur, Borden, Davis and French. The Personnel and
Benefits Committee met 14 times during the year ended December 31, 1998.
Executive Officers Who Are Not Directors
Harry S. Smith (age 45) has been President and CEO of First National
and the Bank since June 3, 1998. Prior to that date, Mr. Smith was Vice
President and Secretary of First National and Executive Vice President,
Secretary and Cashier of the Bank since 1985.
E. Landon Collins (age 59) has served as Senior Vice President of the
Bank since 1993. From 1984 until his retirement in 1992, Mr. Collins was
Regional President for the Shenandoah Valley region for First American Bank,
where he had worked since 1960.
Dennis A. Dysart (age 27) has served as Vice President of Operations
since 1996. He has been employed by the Bank since 1993.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires First National's directors
and executive officers, and any persons who own more than 10% of the outstanding
shares of Common Stock, to file with the SEC reports of ownership and changes in
ownership of Common Stock. Officers and directors are required by SEC
regulations to furnish First National with copies of all Section 16(a) forms
that they file. Based solely on review of the copies of such reports furnished
to First National or written representation that no other reports were required,
First National believes that, during fiscal year 1998, all filing requirements
applicable to its officers and directors were complied with.
5
<PAGE>
REMUNERATION
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ended December 31,
1998, 1997, and 1996, the cash compensation paid by the Bank, as well as certain
other compensation paid or accrued for those years, to the named Executive
Officers in all capacities in which they served. The named Executive Officers do
not receive any compensation from First National.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
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Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($) Options (#) Compensation ($)(a)
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Harry S. Smith 1998 95,000 2,500 (c) -0- 3,047
President and CEO (b) 1997 86,047 -0- (c) -0- 2,582
1996 82,719 -0- (c) -0- 2,971
Ronald F. Miller 1998 102,978 -0- (c) -0- 3,560
(former President and 1997 111,318 5,000 (c) -0- 3,300
CEO) (d) 1996 111,221 -0- (c) 530 3,337
</TABLE>
(a) "All Other Compensation" represents matching contributions by First
National in its 401(k) Plan.
(b) Mr. Smith became President and CEO of First National and the Bank on
June 3, 1998. Prior to that date, Mr. Smith was Vice President and
Secretary of First National and Executive Vice President, Secretary and
Cashier of the Bank
(c) The value of perquisites and other personal benefits did not exceed the
lesser of $50,000 or 10% of total annual salary and bonus.
(d) Mr. Miller resigned as President and CEO of First National and the Bank
on April 1, 1998. Under the terms of an agreement between the Bank and
Mr. Miller, Mr. Miller continued to receive compensation through
September 30, 1998.
Options Grants in Last Fiscal Year
No stock options were granted to the named Executive Officers during
the fiscal year ended December 31, 1998.
Option Exercises and Holdings
No options were held by named Executive Officers at December 31, 1998.
The following table sets forth information with respect to the exercise of stock
options during the fiscal year ended December 31, 1998 by each of the named
Executive Officers.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
Shares Acquired Value
Name on Exercise (#) Received ($)
------------------------------------------------------------
Harry S. Smith 1,112 7,839
Ronald F. Miller 1,642 11,554
Director's Fees
Directors received monthly fees of $400 and $300 for each meeting of
the Board attended during 1998. The Chairman of the Board received monthly fees
of $550 and $300 for each meeting of the Board attended, and the Vice Chairman
of the Board received monthly fees of $450 and $300 for each meeting of the
Board attended.
Indebtedness of Management
No loans to directors or officers involve more than the normal risks of
collectibility or present other unfavorable features. None of the loans was
non-accrual, past-due, restricted or potential problem loans, as of January 31,
1999. All such loans were originated on substantially the same terms, including
interest rates, as those prevailing at the time for comparable transactions with
other persons.
AUDITORS
The Board of Directors has appointed Yount, Hyde & Barbour, P.C. to
perform the audit of First National's financial statements for the year ending
December 31, 1999. Yount, Hyde & Barbour, P.C. has acted as First National's and
the Bank's auditors for the past 12 years and has reported on financial
statements during that period. Representatives from Yount, Hyde & Barbour, P.C.
are expected to be present at the Annual Meeting, will have the opportunity to
make a statement if they desire to do so, and are expected to be available to
respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Any proposal that a stockholder wishes to have presented at the next
annual meeting of stockholders must be received no later than November 4, 1999.
If such proposal complies with all of the requirements of Rule 14a-8 of the
Exchange Act, it will be included in the Proxy Statement and set forth in the
form of proxy issued for the next Annual Meeting of Stockholders. It is urged
that any such proposals be sent by certified mail, return receipt requested. The
Company's receipt of notice of a stockholder's intent to submit a proposal at
the next Annual Meeting of Stockholders outside the requirements of Rule 14a-8
after January 18, 2000 will be considered untimely.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of First National's Annual Report to Stockholders for the year
ended December 31, 1998 accompanies this Proxy Statement. Additional copies may
be obtained by written request to the Secretary of First National at the address
indicated below. Such Annual Report is not part of the proxy solicitation
materials.
7
<PAGE>
UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD
DATE, WAS RECORD OWNER OF SHARES OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH
THAT HE OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SHARES OF COMMON STOCK
ENTITLED TO VOTE AT THE SPECIAL MEETING OF STOCKHOLDERS, FIRST NATIONAL WILL
FURNISH TO SUCH PERSON, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND ITS QUARTERLY REPORTS ON FORM
10-Q AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE SEC UNDER THE
EXCHANGE ACT. ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO HARRY S. SMITH,
PRESIDENT, FIRST NATIONAL CORPORATION, 112 WEST KING STREET, STRASBURG, VIRGINIA
22657. THE ANNUAL REPORT ON FORM 10-K AND THE QUARTERLY REPORTS ON FORM 10-Q ARE
NOT PART OF THE PROXY SOLICITATION MATERIALS.
OTHER MATTERS
The Board of Directors of First National is not aware of any other
matters that may come before the Annual Meeting. However, the proxies may be
voted with discretionary authority with respect to any other matters that may
properly come before the Annual Meeting.
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|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE FIRST NATIONAL CORPORATION FXNC-BB
ANNUAL MEETING OF STOCKHOLDERS 1. The election of directors of For All
April 6, 1999 all nominees listed (except For Withhold Except
as marked to the contrary |_| |_| |_|
below):
The undersigned hereby appoints the official proxy committee, DIRECTORS:
consisting of Douglas C. Arthur, Byron A. Brill and W. Allen
Nicholls, with full powers of substitution, to act as attorneys and Douglas C. Arthur Christopher E. French
proxies, for the undersigned to vote all shares of Common Stock of Noel M. Borden Charles E. Maddox, Jr.
First National Corporation that the undersigned is entitled to vote Byron A. Brill W. Allen Nicholls
at the Annual meeting of Stockholders (the "Annual Meeting"), to be Elizabeth H. Cottrell Henry L. Shirkey
held at the Shenandoah Valley Golf Club, 134 Golf Club Circle, Front James A. Davis Alson H. Smith, Jr.
Royal, VA 22630 on April 6, 1999 at 11:00 A.M. The official proxy
committee is authorized to cast all votes to which the undersigned is
entitled as follows:
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark the "For All Except" box and
write that nominee's name in the space provided below.
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PLEASE MARK BOX IF YOU PLAN TO ATTEND THE -> |_|
MEETING
The Board of Directors recommends a vote "FOR" all
directors.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF ALL DIRECTORS AND FOR ANY
PROPOSITIONS STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE
VOTED BY THE MAJORITY OF THE PROXY COMMITTEE. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
---------------------------
Please be sure to sign and date Date THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
this Proxy in the box below.
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- ---- Shareholder sign above ------- Co-holder (if any) sign above -----
</TABLE>
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Detach above card, sign, date and mail in postage paid envelope provided.
FIRST NATIONAL CORPORATION
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Should the above-signed be present and elect to vote at the Annual
meeting or at any adjournment or postponement thereof, and after notification to
the Secretary of the Corporation at the Annual meeting of the stockholder's
decision to terminate this proxy, then the power of said attorneys and proxies
shall be deemed terminated and of no further force and effect. This proxy may
also be revoked by sending written notice to the Secretary of the Corporation at
the following address: Registrar and Transfer Company, P.O. Box 1010, Cranford,
NJ 07016 or by the filing of a later proxy prior to a vote being taken on a
particular proposal at the Annual Meeting.
The above-signed acknowledges receipt from the Corporation, prior to
the execution of this proxy of a notice of the Annual Meeting, a proxy statement
dated February 1,1999 and audited financial statements.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. Only one of several joint owners need sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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