[F&M Bancorp Logo]
March 25, 1997
Dear Stockholder:
Enclosed please find a revised Notice of Annual Meeting of Stockholders,
revised Proxy Card, and return mailing envelope.
The revisions were necessary to correct an error in both the Notice and the
Proxy Card which incorrectly omitted one of the proposed Charter amendments
which Bancorp wants its stockholders to consider at the Annual Meeting. The
omitted proposed Charter amendment delineates factors the Board may consider in
exercising its business judgment involving extraordinary activities. An analysis
of the proposed Charter amendment is contained at page 17 of the Proxy Statement
you received earlier. Note also that a total of six (6) proposed Charter
amendments are being offered by Bancorp and that any reference in the Proxy
Statement to the number of proposed Charter amendments should be read as six
(6).
PLEASE EXECUTE AND RETURN THE ENCLOSED REVISED PROXY CARD, EVEN IF YOU HAVE
PREVIOUSLY RETURNED THE PROXY CARD YOU RECEIVED WITH THE EARLIER MAILING.
Bancorp regrets this error and any inconvenience it may have caused you.
Very truly yours,
Gordon M. Cooley
Secretary
Enclosures
110 Thomas Johnson Drive
P.O. Box 518
Frederick, MD 21705
(301) 694-4000
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[F&M Bancorp Logo]
110 Thomas Johnson Drive
Frederick, MD 21705
REVISED NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of F&M Bancorp ("Bancorp") will be
held at the Corporate Headquarters, 110 Thomas Johnson Drive, Frederick,
Maryland, on Tuesday, April 15, 1997, at 10:00 a.m., for the following
purposes:
(1) To elect 16 directors of Bancorp;
(2) Proposed Charter amendment to increase the number of authorized
shares from 10,000,000 to 50,000,000;
(3) Proposed Charter amendment to create a classified Board of
Directors;
(4) Proposed Charter amendment concerning indemnification of
directors, officers and employees;
(5) Proposed Charter amendment to delineate factors the Board may
consider in exercising its business judgment involving extraordinary
activities;
(6) Proposed Charter amendment to reduce vote required to approve
certain extraordinary events;
(7) Proposed clarifying Charter amendments; and
(8) To consider and act upon such other business as may properly come
before the meeting.
Stockholders of Bancorp of record on January 24, 1997 will be entitled
to notice of and to vote at the meeting or any adjournments thereof.
By Order of the Board of Directors,
Gordon M. Cooley
Secretary
Frederick, Maryland
March 17, 1997
IMPORTANT -- YOUR PROXY IS ENCLOSED
Even though you plan to attend the annual meeting, please complete, date
and sign the enclosed proxy and promptly mail it in the return envelope
provided. No postage is required if mailed in the United States. If you attend
the annual meeting and decide that you wish to vote in person, or for any other
reason desire to revoke your proxy, you may do so at any time prior to its use.
<PAGE>
F&M BANCORP
REVISED PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED STOCKHOLDER of F&M Bancorp hereby appoints Faye E. Cannon, Alice
E. Stonebreaker, and David R. Stauffer, or any two of them, the lawful attorneys
and proxies of the undersigned with full power of substitution to vote, as
designated below, all shares of Common Stock of the Corporation which the
undersigned is entitled to vote at the Annual Meeting of Stockholders called to
convene at 10:00 a.m. on April 15, 1997, and at any and all adjournments thereof
with respect to the matters set forth below and described in the Notice of
Annual Meeting and Proxy Statement dated March 17, 1997, receipt of which is
hereby acknowledged.
1. ELECTION OF 16 DIRECTORS
/ / FOR all nominees listed below as / / WITHHOLD AUTHORITY to vote
recommended by the Board of Directors for all nominees listed
(except as marked to the contrary) below
R. BENNA, H. BOWEN, J. BRUNK, B. BYRON, F. CANNON, M. CHURCH, A. COHEN,
M. GLADHILL, C. HOFF, J. KLUTTZ, R. MOLER, C. NICODEMUS, R. PHOEBUS,
H. WARFIELD, J. WARFIELD AND T. WINKLER
(INSTRUCTION: To withhold authority for any individual nominee, strike a
line through the nominee's name in the list above)
2. Proposed Charter amendment to increase the number of authorized shares from
10,000,000 to 50,000,000 / / FOR / / AGAINST / / ABSTAIN
3. Proposed Charter amendment to create a classified Board of Directors
/ / FOR / / AGAINST / / ABSTAIN
4. Proposed Charter amendment concerning indemnification of directors, officers
and employees / / FOR / / AGAINST / / ABSTAIN
5. Proposed Charter amendment to delineate factors the Board may consider in
exercising its business judgment involving extraordinary activities
/ / FOR / / AGAINST / / ABSTAIN
6. Proposed Charter amendment to reduce vote required to approve certain
extraordinary events / / FOR / / AGAINST / / ABSTAIN
(Please mark, date and sign the reverse side)
7. Proposed clarifying Charter amendments / / FOR / / AGAINST / / ABSTAIN
8. IN THEIR DISCRETION, on such other matters as may properly come before the
meeting.
Shares represented by all properly executed proxies will be voted (or the vote
on such matters will be withheld on specific matters) in accordance with
instructions appearing on the proxy. In the absence of specific instructions,
proxies will be voted for proposals 1, 2, 3, 4, 5, 6, and 7 and in the best
discretion of the proxy holders as to any other matters.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOREGOING NOMINEES FOR DIRECTOR
AND A VOTE FOR EACH OF THE FOREGOING PROPOSALS.
Dated , 1997
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(Signature)
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(Signature)
Please date and sign exactly as name(s) appears
at left. If joint account, both owners should sign.
I plan to attend the Annual Meeting. / /
(Proxy information appears on the reverse side.
Please mark, date, sign, and return the proxy card
promptly using the enclosed envelope.)
F&M BANCORP
ANNUAL MEETING
Corporate Headquarters
110 Thomas Johnson Drive
Frederick, Maryland 21702
APRIL 15, 1997
10:00 a.m.
