[F&M Bancorp Logo]
May 8, 1997
The Stockholders of F&M Bancorp:
This notification is to advise you that at the Annual Meeting of
stockholders of F&M Bancorp held Tuesday, April 15, 1997 the following actions
were taken:
1. The directors listed in the Proxy Statement were elected;
2. The number of authorized shares was increased from 10,000,000 to
50,000,000;
3. The proposed Charter amendment concerning the indemnification of
officers, directors, and employees was approved; and
4. The propsoed Charter clarifying amendments were approved.
The Annual Meeting was adjourned without acting upon three remaining
proposed Charter amendments. They are:
1. The proposed Charter amendment to create a classified Board of
Directors;
2. The proposed Charter amendment to delineate factors the Board of
Directors may consider in exercising its business judgement involving
extraordinary activities; and
3. The propsoed Charter amendment to reduce the vote required to approve
certain extraordinary events.
The adjourned Annual Meeting will reconvene on Tuesday, May 20, 1997, at
1:00 p.m. at F&M's Corporate Headquarters, 110 Thomas Johnson Drive, Frederick,
Maryland, for the sole purpose of acting on the three remaining proposed Charter
amendments.
Very truly yours,
Gordon M. Cooley
Secretary
110 Thomas Johnson Drive
P.O. Box 518
Frederick, MD 21705
(301) 694-4000
