HERITAGE BANKSHARES INC /VA
DEF 14A, 1998-05-26
STATE COMMERCIAL BANKS
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                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14 a-11(c) or ss. 240.14a-12

                            HERITAGE BANKSHARES, INC.
                (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.
[ ]    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 was 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
     O-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:
            .........................................


<PAGE>

                            HERITAGE BANKSHARES, INC.
                              200 East Plume Street
                             Norfolk, Virginia 23510
                            Telephone (757) 523-2600





                                  April 17, 1998

Dear Stockholder:

      You are cordially  invited to attend the annual meeting of stockholders of
Heritage Bankshares, Inc. to be held on Tuesday, May 19, 1998, at 10:00 am.

      This  year the  meeting  will be held at the  Norfolk  Waterside  Marriott
Hotel, 235 East Main Street, Norfolk, Virginia 23510.

      The  purposes  of  this  meeting  are  set  forth  in the  enclosed  proxy
statement.  In  addition,  we will  present  a report on the  activities  of the
Corporation  and give you an opportunity to ask questions of your Management and
Directors.

      WHETHER  OR NOT YOU  PLAN TO  ATTEND,  YOU CAN BE  SURE  YOUR  SHARES  ARE
REPRESENTED  AT THE MEETING BY PROMPTLY  COMPLETING,  SIGNING AND RETURNING YOUR
PROXY FORM.


Sincerely,

/s/ Robert I. Keogh                          /s/ Peter M. Meredith, Jr.

Robert I. Keogh                              Peter M. Meredith, Jr.
President                                    Chairman of the Board


<PAGE>


                            HERITAGE BANKSHARES, INC.
                 200 East Plume Street o Norfolk, Virginia 23510
                            Telephone (757) 523-2600
                (Mailing Address of Principal Executive Offices)

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                             TO BE HELD MAY 19, 1998

      The Annual Meeting of the Stockholders of Heritage Bankshares,  Inc., will
be held at the Norfolk Waterside Marriott Hotel, 235 East Main Street,  Norfolk,
Virginia, at 10:00 a.m. local time on Tuesday,  May 19, 1998,  for the following
purposes:

          (1)  To  elect  four  directors  for a term of three  years:  James A.
               Cummings,  Robert J. Keogh, Peter M. Meredith, Jr., and Harvey W.
               Roberts, III;

          (2)  To ratify the  appointment by the Board of Directors of Goodman &
               Company as  independent  accountants of the  Corporation  for the
               year ending December 31, 1998;

          (3)  To transact  such other  business as may properly come before the
               meeting.

      Stockholders  of record at the close of  business on March 19,  1998,  are
entitled to notice of, and to vote at, the meeting or any  adjournment  thereof.
Be it further advised that Stockholders are simultaneously  being furnished with
a copy of the Annual Report for the year ending December 31, 1997.

By order of the Board of Directors,


/s/ Robert J. Keogh                         /s/ Peter M Meredith

Robert J. Keogh                             Peter M Meredith
President                                   Chairman of the Board

Norfolk Virginia 
April 17, 1998


IMPORTANT NOTICE:
     TO ASSURE YOUR REPRESENTATION AT THE MEETING,  PLEASE COMPLETE,  DATE, SIGN
AND PROMPTLY MAIL THE ENCLOSED  PROXY CARD. NO POSTAGE IS NECESSARY IF MAILED IN
THE UNITED  STATES.  ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY
TIME, AND STOCKHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXIES
AND VOTE IN PERSON.


<PAGE>
                            HERITAGE BANKSHARES, INC.
                 200 East Plume Street o Norfolk, Virginia 23510
                            Telephone (757) 523-2600

                                 PROXY STATEMENT
                       FOR ANNUAL MEETING OF STOCKHOLDERS

      This proxy statement is furnished in connection  with the  solicitation by
the management of Heritage  Bankshares,  Inc.,  (hereinafter  referred to as the
"Corporation"),  on behalf of the Board of Directors,  of proxies to be voted at
the Annual Meeting of  Stockholders  of the Corporation to be held May 19, 1998,
or any adjournment  thereof.  The cost of this solicitation will be borne by the
Corporation.  Proxies may be solicited by regular employees at a nominal cost by
telephone  or visit  and  brokers  and  nominees  will be  reimbursed  for their
expenses in soliciting proxies from beneficial owners.

      All properly  executed  proxies in the  accompanying  form received by the
Corporation prior to the meeting will be voted at the meeting in accordance with
any direction  noted thereon.  Any proxy may be revoked at any time before it is
exercised.

      As  of  March  19,  1998,  the  record  date  for  the   determination  of
stockholders  entitled  to  notice  of and to vote at the  meeting,  there  were
794,102 shares of common stock of the Corporation  issued and outstanding.  Each
share is entitled to one vote on all matters  which may come before the meeting.
The date on which this  statement and the enclosed form of proxy are first being
sent to stockholders is April 17, 1998.

      The Corporation will provide without charge, on the written request of any
stockholder,  a copy of its annual report for the fiscal year ended December 31,
1997,  or Form  10-K,  including  the  financial  statements  and the  schedules
attached  thereto,  which report has been filed with the Securities and Exchange
Commission.  Stockholders of record on March 19, 1998, and beneficial  owners of
such  securities  should submit requests for such report to Catherine R Jackson,
Senior Vice President,  Corporate Finance, 1450 South Military Highway, Suite 1,
Chesapeake, Virginia 23320.


<PAGE>

                    PERSONS OWNING IN EXCESS OF FIVE PERCENT
                           OF OUTSTANDING COMMON STOCK

      Set forth in the table below is  information  as of March 19,  1998,  with
respect to persons known to the Corporation to be the beneficial  owners of more
than five percent of the Corporation's issued and outstanding stock:

                                      Number of Shares
       Name and Address               Beneficially Owned         Percent
       ----------------               ------------------         -------
       L. Steven Gossett                   48,313(1)              6.08%
       5225 Riverwood Road
       Norfolk, Virginia 23502

(1)  Mr. Gossett reports that he shares voting and dispositive power ever 31,094
     shares of the  corporation's  common stock with his wife, Diane M. Gossett,
     and his daughters, Stephanie G Johnson and Nancy G Hence.



                              ELECTION OF DIRECTORS

      The bylaws currently provide for fourteen directors. The terms of James A.
Cummings,  Robert J. Keogh, Peter M. Meredith,  Jr., and Harvey W. Roberts, III,
expire at this meeting.

      The Nominating Committee at its meeting on February 12, 1998,  recommended
the hereinafter listed nominees to serve as directors of the Corporation.

      It is the  intention  of the  persons  named in the  accompanying  form of
proxy, unless  stockholders  specify otherwise by their proxies, to vote for the
election of the nominees  named below.  Although the Board of Directors does not
expect  that any of the  persons  named  will be unable to serve as a  director,
should any of them be unable to accept  nomination  or election,  it is intended
that shares  represented by the accompanying  form of proxy will be voted by the
proxy  holders  for such other  person or persons  as may be  designated  by the
present Board of Directors.

      Certain  information  concerning the nominees is set forth as furnished by
them.


<PAGE>
<TABLE>

                                                     NOMINEES
<CAPTION>
<S> <C>
                                                                               Shares of the Corporation
                                                                               Owned Beneficially,
                                                                               Directly or Indirectly, on
                                                                               March 19, 1998(1), and %
                                                                               of Outstanding Shares
- ----------------------------------------------------------------------------------------------------------
    Name                        Age       Principal Occupation
                                          or Employment                        Director     Common
                                          During Last Five Years               Since        Stock
- ----------------------------------------------------------------------------------------------------------
                                          Class III (to serve until the 2001
                                          Annual Meeting of Stockholders)
                                          -------------------------------

    James A. Cummings            55       Vice President,                       1992         5,138(2)
    2073 Thomas Bishop Lane               Southern Atlantic Label Company, Inc.               0.64%
    Virginia Beach, VA

    Robert J. Keogh              49       President and CEO,                    1989         8,748(3)
    6146 Sylvan Street                    Heritage Bank & Trust                               1.10%
    Norfolk, VA

    Peter M. Meredith, Jr.       46       Chairman and CEO,                     1992        36,950(4)
    5320 Edgewater Drive                  Meredith Construction Company, Inc.                 4.64%
    Norfolk, VA

    Harvey W. Roberts, III       53       Accountant,                           1993        29,079(5)
    7612 North Shore Road                 Roberts and Speece, P.L.C.,                         3.65%
    Norfolk, VA                           Certified Public Accountants
</TABLE>

(1)  In calculating the number of shares of common stock which are  beneficially
     owned (and thus the percentage of common stock beneficially owned) a person
     is deemed  to own  common  stock if that  person  has the right to  acquire
     beneficial  ownership  of common  stock  within sixty (60) days through the
     exercise of any option,  warrant or right. or through the conversion of any
     security.

(2)  Includes  1,500 shares owned  jointly with his wife.  Also  includes  1,756
     shares owned by Scott & Stringfellow for Mr. Cummings.

(3)  Includes  1,335 shares owned  jointly with his wife.  Also  includes  2,051
     shares  owned by Scott &  Stringfellow  as an IRA for Mr.  Keogh.  Does not
     include  38,100  shares that may be acquired by Mr.  Keogh  pursuant to the
     Stock Option Plan for key employees of the corporation.  See  "compensation
     Pursuant to Plans." If such shares were included, Mr. Keogh would own 5.89%
     of the outstanding shares.

(4)  Includes  10,060  shares held as Meredith  Realty  company,  L.L.C.,  9,455
     shares  held as Pomar  Holding,  L.L.C.  and 3,000  shares held as Meredith
     Realty Associates.  Also includes 8,203 shares owned by Davenport & Company
     for Mr. Meredith.

(5)  Includes  15,455  shares owned by his wife and 3,000  shares owned  jointly
     with his wife.  Also includes  2,112 shares owned by Scott &  Stringfellow,
     257 shares as an IRA for  Roberts  and  Speece.  P.L.C.,  Certified  Public
     Accountants,


<PAGE>
<TABLE>


                                              OTHER DIRECTORS
<CAPTION>
<S> <C>
                                                                               Shares of the Corporation
                                                                               Owned Beneficially,
                                                                               Directly or Indirectly, on
                                                                               March 19, 1998, and %
                                                                               of Outstanding Shares
- ----------------------------------------------------------------------------------------------------------
    Name                        Age       Principal Occupation
                                          or Employment                        Director     Common
                                          During Last Five Years               Since        Stock
- ----------------------------------------------------------------------------------------------------------
    Lisa F. Chandler             43       Executive Vice President,             1997           200(1)
    6127 Studeley Avenue                  Nancy Chandler Associates, Inc.                     0.03%
    Norfolk, VA

    F. Dudley Fulton             49       President/CEO,                        1991         2,700
    5306 Lakeside Avenue                  Henderson & Phillips Insurance                      0.34%
    Virginia Beach, VA

    Henry U. Harris, III         46       President,                            1992        26,405(2)
    1503 North Shore Road                 Virginia Investment Counselors, Inc.                3.31%
    Norfolk, VA

    Stephen A. Johnsen           52       President,                            1988         1,968
    401 College Place, Unit 1             Flagship Group, LTD.                                0.25%
    Norfolk, VA

    Gerald L. Parks              64       Chairman and CEO,                     1987         5,195(3)
    27307 Evergreen Lane                  Capes Shipping Agencies, Inc.                       0.65%
    Harborton, VA

    Ross C. Reeves               49       Attorney,                             1994         4,142(4)
    1068 Algonquin Road                   Willcox & Savage, P.C.                              0.52%
    Norfolk, VA
</TABLE>

(1)  Shares owned jointly with her husband.

(2)  Includes 3,555 shares owned by his wife. Also includes 4,240 shares held as
     custodian for others, and 3,700 shares held in trust.

(3)  Includes 4,614 shares owned jointly with his wife.

(4)  Includes 3,142 shares held as custodian for others.


<PAGE>


                COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

      The  Corporation  has a standing  Compensation  Committee  and a specially
appointed  Nominating  Committee.  The members of the  Nominating  Committee are
Henry U. Harris, III, Chairman, Ross C. Reeves, Harvey W. Roberts, III, Peter M.
Meredith,  Jr., and Robert J. Keogh. The Executive  Committee of the Corporation
periodically  performs  certain  duties  that  the  Nominating  Committee  would
perform.   The  Nominating  Committee  will  receive  and  consider  nominations
recommended  by the  Stockholders  provided:  (a) the  nominations  are  made in
writing, (b) the nominee is notified in advance of such recommended  nomination,
and (c) the nominee agrees in advance to serve if elected.

      The members of the Executive Committee appointed in 1997 and still serving
in that capacity are Peter M. Meredith,  Jr.,  Chairman,  Henry U. Harris,  III,
Stephen A. Johnsen, Harvey W. Roberts, III, and Robert J. Keogh. The Corporation
has an Audit  Committee  which  reviews  the audits of the  Corporation  and its
subsidiary  bank and the  examination  reports  received  from  bank  regulatory
agencies and reports to the Board of Directors  of the  Corporation.  During the
year ended  December 31, 1997,  there were one or more meetings of each of these
Committees.  The 1997  Corporation's  Audit  Committee  members  were  Harvey W.
Roberts, III, Chairman, Henry U.
Harris, III, and Ross C. Reeves.

      The  Board of  Directors  held  twelve  meetings  during  the year  ending
December 31, 1997.  During such year each of the Directors  attended at least 75
percent of the  aggregate  of the total  number of meetings of the Board and the
total  number of  meetings  held by all  committees  of the Board on which  they
served.

                       COMPENSATION OF EXECUTIVE OFFICERS

      The  table  below  shows  the  compensation   paid  by  the  wholly  owned
subsidiaries in 1997 to each of the Corporation's executive officers;
<TABLE>

                                        SUMMARY COMPENSATION TABLE
                                          ANNUAL COMPENSATION(1)
<CAPTION>
<S> <C>
         (a)             (b)       (c)             (d)           (e)             (f)            (g)
      Name and                                                  Other                           All
      Principal                                                 Annual                         Other
      Position           Year    Salary           Bonus     Compensation       Options      Compensation
- ----------------------------------------------------------------------------------------------------------
   Robert J. Keogh       1997    $94,725         $34,800       $4,800            -0-            -0-
   President, Chief      1996    $93,450         $23,700       $4,800            -0-            -0-
   Executive Officer     1995    $93,000         $14,000       $3,125          36,000(2)        -0-
</TABLE>

(1)  No compensation earned in 1997 was deferred.

(2)  During  1995  options  were  granted  to  purchase   common  stock  of  the
     Corporation  at the option price  ranging From $6.50 per share to $9.50 per
     share.  See  "Compensation  Pursuant to Plans." Mr. Keogh  exorcised  5,600
     options during 1997.


<PAGE>


                          COMPENSATION COMMITTEE REPORT
                    CONCERNING EXECUTIVE COMPENSATION POLICY

      The overall goal of the Corporation's  Compensation Policy is to motivate,
reward  and  retain  our key  executive  officers.  We  believe  this  should be
accomplished through an appropriate combination of competitive base salaries and
both short term and long term incentives.

      To achieve these goals,  the Compensation  Committee  examined a number of
factors to determine the compensation of executive officers. These include:

      (1)The Corporation's  overall  performance during the fiscal year with due
         consideration for economic conditions, the general business environment
         in which it operates, and other factors deemed pertinent.

      (2)Individual  performance  and  contributions  towards the  Corporation's
         annual profit plan and the Corporation's  long term goals of safety and
         soundness,  earnings  and  asset  growth  and asset  quality  and other
         objectives established from time to time.

      (3)Compensation  levels of  corresponding  positions  at other  peer group
         companies,  defined as other banking  companies of comparable size, and
         particularly  those  which  operate in the same  markets  served by the
         Corporation.

      With  particular  reference to  compensation  of the  Corporation's  Chief
Executive Officer,  in addition to the previously stated factors,  the Committee
reviewed  the  performance  of the  Corporation  measured  by such  criteria  as
profitability  as measured  by the  Corporation's  return on average  assets and
return on stockholders' equity, asset quality,  capital strength,  asset growth,
growth in earnings per share of common stock, and the Corporation's  stock price
as measured by its market price in relation to book value.

      This report has been prepared by members of the Compensation  Committee of
the Board of Directors. Members of this Committee are

                                   F. Dudley Fulton, Chairman
                                   Stephen A. Johnsen
                                   Peter M. Meredith, Jr.
                                   Gerald L. Parks


<PAGE>

                         COMPENSATION PURSUANT TO PLANS

      EMPLOYEE  STOCK OPTION PLAN.  As of December 31, 1997,  stock  options for
99,850  shares are  outstanding  and, of these shares,  67,913 are  exercisable.
Options are granted and are  exercisable  at option prices ranging from $4.60 to
$9.50 per share.

      DEFERRED  COMPENSATION  PLAN.  In 1985,  the Bank  entered into a deferred
compensation and retirement arrangement with certain key directors and officers.
The Corporation's policy is to accrue the estimated amounts to be paid under the
contracts over the expected period of active employment.  The Bank has purchased
life  insurance  contracts in order to fund the expected  liabilities  under the
contracts.

      In 1990,  Robert J. Keogh,  President of Heritage  Bank & Trust,  became a
participant in the Heritage Bank & Trust  Executive  Security Plan. In the event
Mr. Keogh dies before he is 65 years old and is fully  vested,  his  beneficiary
will receive  monthly  payments of $4,167 for each of the next 180 months.  Upon
Mr.  Keogh's  retirement,  he will receive $4,167 per month for each of the next
180 months or until his death, and thereafter, his beneficiary will receive such
retirement  benefits.  The Corporation  intends to fund this obligation  through
insurance.  As  of  December  31, 1997,  $51,428  was  accrued  to  reflect  the
anticipated liabilities under the contract.

      EMPLOYEE STOCK  OWNERSHIP  PLAN.  Effective  January 1, 1984, the Board of
Directors adopted an Employees' Stock Bonus Plan (the "ESOP").  The ESOP covered
substantially  all employees,  whereby funds  contributed  were used to purchase
outstanding  common  stock of the  Corporation.  Contributions  to the ESOP were
allocated  to   employees/participants   based  on  their  annual  compensation.
Employee/participant  accounts  were fully  vested as of  January  1, 1992.  The
Corporation  made no contribution to the plan for years ending December 31, 1997
and 1996.  In October of 1995,  the trustees of the ESOP voted to terminate  the
plan and the participants in the plan were notified of their options  concerning
distribution  of their  shares in the plan in  accordance  with the terms of the
ESOP and  applicable  law. At December 31, 1997,  25,761 of the 25,934 shares in
the plan had been distributed.


<PAGE>


      401K RETIREMENT PROGRAM. Effective January 1, 1993, the Board of Directors
adopted a Retirement  Program (the "401K").  The Corporation may contribute cash
to the 401K  annually,  as  determined  each  year by the  Board  of  Directors.
Contributions  to the  401K  are  allocated  to its  participants  based  on the
employee/participants'  contributions to the plan. Eligible  participants in the
401K include all employees who have  completed six months of service (500 hours)
beginning  with the  effective  date of the 401K.  Benefits will be payable upon
separation from service or upon retirement,  disability or death.  Employees are
20%  vested  with  respect to the  benefits  under the 401K in two years and the
vested  percentage  is  increased  annually,  reaching  100%  after  six  years.
Participants  are  automatically  100% vested in the 401K upon  reaching age 65,
death or  disability.  The  Corporation  has the right to amend or terminate the
401K.  The  Corporation  accrued  $36,000 for a  contribution  to the plan as of
December 31, 1997. The accrued contribution as of December 31, 1996 was $28,000.

      COMPENSATION  OF DIRECTORS.  Directors of the Corporation and Directors of
Heritage Bank & Trust receive $400 for each Board of Directors  meeting attended
and $100 for each committee meeting attended.


<PAGE>


                    TRANSACTIONS WITH DIRECTORS AND OFFICERS

      During the past year,  some Directors and Officers of the  Corporation and
of Heritage Bank & Trust,  and their  Companies were customers and had borrowing
transactions  with  the  Bank in the  normal  course  of  business.  The firm of
Flagship  Group,   LTD.,  of  which  Stephen  A.  Johnsen,  a  Director  of  the
Corporation,  is President,  acts as agent for the purchase of various insurance
coverages for the Corporation. The Willcox & Savage P.C. law firm, of which Ross
C. Reeves, a Director of the  Corporation,  is a member,  occasionally  provides
legal services for the Corporation.

      All outstanding  loans and commitments  included in such transactions were
made in the  ordinary  course  of  business  on  substantially  the same  terms,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable  transactions with other persons and did not involve more than normal
risk of collectibility or present other unfavorable features.

      The Corporation and Bank as set forth above have and expect to have in the
future, banking transactions in the ordinary course of their business with their
directors,   officers,   principal   stockholders   and  their   associates   on
substantially the same terms, including interest rates, collateral and repayment
terms  on  extensions  of  credit  as  those  prevailing  at the  same  time for
comparable transactions with others


                     APPOINTMENT OF INDEPENDENT ACCOUNTANTS

      The  Board of  Directors,  upon  recommendation  of its  Audit  Committee,
intends to appoint Goodman & Company,  One Commercial Place, Suite 800, Norfolk,
Virginia 23510, as the firm of independent  accountants to examine the financial
statements of the Corporation for the current year.

      This firm has served the  Corporation as its  independent  accountants and
auditors  since March 6, 1986. A  representative  of the firm will be present at
the annual  meeting,  will have an opportunity to make a statement,  if desired,
and will be available to respond to appropriate questions.


                              STOCKHOLDER PROPOSALS

      Proposals  of  stockholders  intended to be  presented  at the next annual
meeting  must be  received by the  Secretary  of the  Corporation  no later than
December 21, 1998,  in order to be included in the proxy  materials for the next
annual meeting.


<PAGE>
                                 OTHER BUSINESS

      If any other  matters  come  before the  meeting,  not  referred to in the
enclosed Proxy,  including  matters incident to the conduct of the meeting,  the
Proxies will vote the shares represented by the Proxies in accordance with their
best judgment.  Management is not aware of any other business to come before the
meeting as of the date of the preparation of this Proxy Statement.

By Order of the Board of Directors,

/s/ Robert J. Keogh                                  /s/ Peter M. Meredith, Jr.

Robert J. Keogh                                      Peter M. Meredith, Jr.
President                                            Chairman of the Board


Norfolk, Virginia
April 17, 1998


<PAGE>

                       PLEASE VOTE-YOUR VOTE IS IMPORTANT

Whether Or Not You Plan To Attend The Meeting, Please Fill In, Sign And Mail The
Proxy.  It Is Important That You Return Your Proxy As Soon As Possible To Assure
That Your  Proxy  Will Be Voted And To Avoid The  Additional  Expense Of Further
Solicitation.




HERITAGE BANKSHARES, INC.

                               TEAR ON DOTTED LINE
- --------------------------------------------------------------------------------

                            HERITAGE BANKSHARES, INC.
                             Norfolk, Virginia 23510
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                       FOR ANNUAL MEETING OF STOCKHOLDERS
                                  MAY 19, 1998

      The  undersigned  hereby  appoints E Dudley Fulton,  Chairman and James A.
Cummings,  and each of them as proxies (and if the  undersigned  is a proxy.  as
substitute  proxies),  each with the power to appoint his  substitute and hereby
authorizes them to represent and to vote, as designated below, all of the shares
of common stock of HERITAGE BANKSHARES.  INC.. held of record by the undersigned
on Match 19, 1998, at the Annual  Meeting of  Stockholders  to beheld on May 19,
1998. or at any adjournment thereof.

   The Board of Directors Unanimously Recommends a vote for Proposals 1 and 2.

1. ELECTION OF DIRECTORS FOR THE TERMS SPECIFIED IN THE PROXY STATEMENT
   [ ] For all  nominees  listed  below  (except as marked to the contrary
       below) 
   [ ] WITHHOLD AUTHORITY to vote for all nominees listed below.

   James A. Cummings, Robert J. Keogh, Peter M. Meredith, Jr., and 
   Harvey W. Roberts, III.

  (Instruction: To withhold authority to vote for any individual nominee, write
   that nominee's name in the space below.)

- -------------------------------------------------------------------------------

2. RATIFICATION of selection of Goodman & Company as independent  accountants,
   as proposed in the Proxy Statement.

   [  ] FOR    [  ] AGAINST    [  ]ABSTAIN


                             FOLD ALONG DOTTED LINE
- --------------------------------------------------------------------------------

3. In their discretion,  the proxies are authorized to vote upon such other
   business,  and matters  incident to the conduct of the  meeting,  as may
   properly come before the meeting.

   This proxy when properly executed will be voted in the manner directed herein
   by the undersigned  stockholder.  If no direction is made, this proxy will be
   voted for Proposals 1 and 2.

   PLEASE  SIGN  exactly as your name  appears  hereon.  When shares are held by
   joint tenants,  only one of such persons need sign. when signing as attorney,
   executor, administrator, trustee or guardian, please give full title as such.
   If a  corporation,  please sign in full  corporate name by President or other
   authorized  officer.  If a partnership,  please sign in  partnership  name by
   authorized person.

                                              Please mark. sign. date and return
                                              proxy card promptly.

                                              Date                        , 1998
                                                  ------------------------


                                              ----------------------------------
                                                           Signature

                                              ----------------------------------
                                                           Signature

                                              [  ] Will attend meeting.
                                              [  ] Will NOT attend meeting.


<PAGE>


                         HERITAGE BANK & TRUST LOCATIONS


                                 DOWNTOWN OFFICE
                              200 East Plume Street
                             Norfolk, Virginia 23510
                                 Leigh C. Keogh,
                            Branch Operations Manager
                                 (757) 523-2656
                               Fax (757) 626-3933


                             MILITARY CIRCLE OFFICE
                             841 N. Military Highway
                             Norfolk, Virginia 23502
                                Sharon H. Snead,
                                 Branch Manager
                                 (757) 523-2672
                               Fax (757) 523-2677

                                CHESAPEAKE OFFICE
                            1450 5. Military Highway
                           Chesapeake, Virginia 23320
                                Ann Stuart Bugg,
                            Branch Operations Manager
                                 (757) 523-2641
                               Fax (757) 420-2661


                              COLLEY AVENUE OFFICE
                               4815 Colley Avenue
                             Norfolk, Virginia 23508
                                Karen P. Priest,
                                 Branch Officer
                                 (757) 423-5074
                               Fax (757) 423-5127


                                OPERATIONS CENTER
                            1450 S. Military Highway
                           Chesapeake, Virginia 23320
                              Cassandra B. Parker,
                                Customer Service
                                 (757) 523-2602
                               Fax (757) 523-0977



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