IOWA FIRST BANCSHARES CORP.
300 EAST SECOND STREET
MUSCATINE, IOWA 52761
PHONE (319) 263-4221
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Iowa First Bancshares Corp., an Iowa
corporation, will be held at the corporate offices of the Company and its
subsidiary, First National Bank of Muscatine, Muscatine, Iowa, on Thursday,
April 15, 1999, beginning at 2:00 p.m. in order to:
1. Elect four Directors for terms of three years each.
2. Elect one Director for a term of two years.
3. Elect one Director for a term of one year.
4. Transact any other business which may be properly brought before the
meeting or any adjournment of the meeting.
Common stockholders of record as of the close of business on March 12, 1999
are entitled to vote at the meeting.
Even if you plan to attend the meeting, we encourage you to sign and return the
enclosed proxy. If you are unable to attend the meeting because of illness or
any other reason, your vote will still be cast. If you do attend the meeting,
your proxy will automatically be suspended if you elect to vote in person.
We encourage your attendance at this meeting. The Officers and Directors want to
keep you, one of the owners of the Company, informed of its activities and
progress.
March 19, 1999
/s/ George A. Shepley
-----------------------------------
George A. Shepley
Chairman of the Board
Chief Executive Officer
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE, AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE. IT IS IMPORTANT THAT
PROXIES BE RETURNED PROMPTLY.
PROXY STATEMENT
General Information Concerning the Solicitation of Proxies
This proxy statement is furnished on March 19, 1999, in connection with the
solicitation by the Board of Directors of the proxies in the accompanying form.
A shareholder who gives a proxy may revoke it at any time prior to its exercise
by filing with the Corporate Secretary a written revocation or a duly executed
proxy bearing a later date. The proxy will be suspended if the shareholder is
present at the meeting and elects to vote in person.
As of March 12, 1999, 1,532,424 shares of common stock were outstanding, each of
which is entitled to one vote at the meeting. Only shareholders of record as of
the close of business on March 12, 1999 will be entitled to notice of and to
vote at the meeting.
The affirmative vote of the holders of a majority of the outstanding shares
entitled to vote is required for adoption of motions and resolutions, except
that changes in voting rights, removal of Directors, amendments to the Articles
of Incorporation, and approval of mergers, consolidations, or partial
liquidations require the affirmative vote of the holders of two-thirds of the
outstanding shares entitled to vote.
<PAGE>
Beneficial Owners of Common Stock
The following table sets forth information as of February 28, 1999, with respect
to any person who is known to the Company to be the beneficial owner of more
than 5 percent of the Company's common stock.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- --------------------------------------------------------------------------------
George A. Shepley 114,635 (1) 7.48%
34 Colony Drive
Muscatine, Iowa
(1) Includes 95,735 shares as beneficially owned by Mr. Shepley because the
Company's management believes he has the power to exercise investment
decisions with respect to such shares.
The beneficial ownership of current, continuing and nominated Directors is
set out in the table on the following page. All current Directors and Executive
Officers as a group own beneficially 294,510 shares, which constitutes 19.2
percent of the class.
Election of Directors
At the annual meeting, shareholders will be asked to elect four Directors to
hold office for terms of three years each, one Director to hold office for two
years and one Director to hold office for one year.
The Board of Directors and management recommend the election of the six nominees
listed herein. The named proxies intend to vote for the election of the
nominees. If, at the time of the meeting, any of such nominees is unable or
declines to serve, the discretionary authority provided in the proxy will be
exercised to vote for a substitute or substitutes, unless otherwise directed.
The Board of Directors has no reason to believe that any substitute nominee or
nominees will be required.
Information Concerning Nominees for Election as Directors
The Board of Directors presently consists of ten Directors divided into three
classes, with four Directors in one class and three Directors in two classes.
Directors of one class are elected each year to hold office for a three-year
term, until their successors are duly elected and qualified, or until their
earlier resignation or removal. The terms of office of the current Class II
Directors will expire on the election of the Directors at the 1999 annual
meeting of shareholders.
The shareholders will be asked to elect each of the four Class II nominees
listed herein for terms of three years or until a successor is elected and
qualified or until his or her earlier resignation or removal. The shareholders
will also be asked to elect one nominee to each of Classes I and III for terms
of one and two years, respectively. If all nominees are elected they will fill
all of the current twelve Directorships.
<PAGE>
Certain information is set out below and on the following page with respect to
the six persons nominated by the Board of Directors to serve as Directors and
with respect to the Directors continuing in office for terms expiring in 2000
and 2001. All four Class II nominees are currently Directors of the Company. The
Class I nominee, David R. Housley, and the one Class III nominee, John "Jay" S.
McKee, are not currently Directors of the Company.
IOWA FIRST BANCSHARES CORP.
DIRECTORS
<TABLE>
As of February 28, 1999
Nominated Common Stock
For Term -----------------------
Expiring, Amount and
Nominee Position(s) Or Current Nature of Percent
Or Current Held with Director Term Beneficial of
Director the Company Age Since Expires Ownership Class
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kim K. Bartling Director. Executive Vice President, Chief
Operating Officer, and Treasurer 41 1994 2000 33,677 2.20%
Roy J. Carver, Jr. Director 55 1989 2001 25,404 1.66%
Larry L. Emmert Director 57 1993 2000 17,046 1.11%
Craig R. Foss Director 49 1994 2002 * 3,360 **
Donald R. Heckman Director 60 1984 2002 * 24,060 1.57%
Dean H. Holst Director. President and CEO, First National
Bank in Fairfield 59 1985 2001 22,405 1.46%
David R. Housley None 47 N/A 2000 * 300 **
**
D. Scott Ingstad Director and President. President and CEO,
First National Bank of Muscatine 48 1990 2002 * 21,669 1.41%
Dr. Victor G. McAvoy Director 55 1994 2001 4,650 **
**
John "Jay" S. McKee None 45 N/A 2001 * 100 **
**
George A. Shepley Chairman of the Board and CEO 76 1983 2000 114,635 7.48%
Beverly J. White Director 59 1988 2002 * 21,024 1.37%
<FN>
* Nominated for election to the Board of Directors at the April 15, 1999,
annual meeting of shareholders of Iowa First Bancshares Corp.
** Less than 1 percent of the outstanding stock of the Company.
</FN>
</TABLE>
Shares listed as beneficially owned include, for Directors who are also officers
of the Company shares held in the Company's retirement plan for the benefit of
such individuals.
<PAGE>
The business experience of each nominated and continuing Director is set forth
in the following section. All Directors have held their present position for at
least five years unless otherwise indicated.
Kim K. Bartling. Mr. Bartling has been Executive Vice President, Chief Operating
Officer and Treasurer since December 1996. He has served as Executive Vice
President and Chief Financial Officer of First National Bank of Muscatine since
February 1997. Mr. Bartling served as Senior Vice President, Chief Financial
Officer and Treasurer of the Company and First National Bank of Muscatine
beginning in 1988. Prior to serving in these positions he served as Vice
President/Finance of the Company and First National Bank of Muscatine since
1987. Mr. Bartling is also a Director of the Company, First National Bank of
Muscatine and First National Bank in Fairfield.
Roy J. Carver, Jr. Mr. Carver has been Chairman of Carver Pump Company, a
manufacturer of industrial pumps used in military and civilian applications,
since 1981. Mr. Carver is also a Director of Bandag, Incorporated, and Catalyst,
Inc., which have classes of securities registered with the Securities and
Exchange Commission.
Larry L. Emmert. Mr. Emmert has been President of Hoffmann, Inc., a general
building contractor located in Muscatine, Iowa, since 1981. Mr. Emmert is also a
Director of First National Bank of Muscatine.
Craig R. Foss. Mr. Foss has been President and a shareholder of the law firm of
Foss, Kuiken, and Gookin, P.C., Fairfield, Iowa, since 1979. Mr. Foss is also a
Director of First National Bank in Fairfield.
Donald R. Heckman. Mr. Heckman is an investor. Prior to retirement, Mr. Heckman
had been Factory Manager of the H.J. Heinz Co. plant located in Muscatine, Iowa,
1973 to February 1995. This plant produced and warehoused various consumer
products including ketchup, gravy and various sauces. Mr. Heckman is also a
Director of First National Bank of Muscatine.
Dean H. Holst. Mr. Holst has served as President and CEO of First National Bank
in Fairfield since 1985, prior to which he served as Vice President from 1973 to
1985. Mr. Holst is also a Director of the Company and First National Bank in
Fairfield.
David R. Housley. Mr. Housley has served as President of Doran and Ward Printing
Co., a commercial printing company specializing in the printing of packaging
products, for more than ten years. He also has served as President of Master
Muffler and Brake, Inc. for more than fifteen years and Automart Undercar
Distributors for two years. These companies are retail and wholesale suppliers
of mufflers and various other replacement parts for the underside of
automobiles. Mr. Housley became a Director of First National Bank of Muscatine
in February 1999.
D. Scott Ingstad. Mr. Ingstad has served as Director, President and CEO of First
National Bank of Muscatine since 1990. Prior to joining the Company, Mr. Ingstad
was Senior Vice President/ Senior Loan Officer, First National Bank and Trust
Company, Columbia, Missouri, 1989 to 1990 and President and CEO, Commerce Bank
of Harrisonville, NA, Harrisonville, Missouri, 1986 to 1989. Mr. Ingstad is also
a Director and, as of December 1996, President of the Company.
Victor G. McAvoy. Dr. McAvoy has served as President of Muscatine Community
College and Vice-Chancellor of the Eastern Iowa Community College District since
1986. Mr. McAvoy is also a Director of First National Bank of Muscatine.
John "Jay" S. McKee. Mr. McKee has served as Vice President of Finance of McKee
Button Company, a manufacturer of buttons emphasizing the men's dress shirt
market, since 1982. Mr. McKee became a Director of First National Bank of
Muscatine in February 1999.
George A. Shepley. Mr. Shepley has been Chairman of the Board and CEO of the
Company since 1983. Mr. Shepley served as President of the Company from 1989
until December 1996. He has served as Chairman of the Board, 1987 to present,
President, 1963 to 1989, First National Bank of Muscatine and Chairman of the
Board, 1986 to present, First National Bank in Fairfield.
Beverly J. White. Mrs. White has served as a Director of Quality Foundry Co.
since 1993 as well as Vice President beginning in 1996. Quality Foundry Co. is a
grey iron foundry specializing in semi-steel castings. Mrs. White also served as
Executive Vice President of Muscatine Development Corporation and Muscatine
Chamber of Commerce from 1990 to 1991 and as a Director of Muscatine Development
Corporation from 1989 to 1990. Mrs. White is also a Director of First National
Bank of Muscatine.
<PAGE>
Officers and Directors of the Company and its subsidiaries have had, and may
have in the future, banking transactions in the ordinary course of business of
the Company's subsidiaries. All such transactions are on substantially the same
terms, including interest rates on loans and collateral, as those prevailing at
the time for comparable transactions with others and involve no more than the
normal risk of collectibility.
During 1998 the Company purchased approximately 16.5% of the outstanding common
shares of Iowa First Bancshares Corp. from the largest shareholder and longtime
Director of the Company, Carl J. Spaeth, and his related interests. As of
December 31, 1998, Mr. Spaeth is no longer a Director of the Company.
Meetings and Committees of the Board of Directors
The Board of Directors held twelve regular meetings and two special meetings
during the last fiscal year. All incumbent Directors attended at least 75% of
the regular Board of Directors meetings held after each Director was duly
elected and qualified. The annual retainer that each outside Director received
in 1998 was $5,300 plus $100 for each committee meeting attended. Executive
officers who also serve on the Board of Directors do not receive such retainer
or committee fees.
The Company has committees of the Board of Directors, which meet on an "as
needed" basis. During 1998, the Strategic Planning Committee did not meet. Its
members are Mr. Emmert (Chairman), Mr. Bartling, Mr. Heckman, Mr. Ingstad, Mr.
McAvoy, Mr. Shepley and Mrs. White. The Human Resource Committee met once; its
members are Mrs. White (Chairperson), Mr. Emmert, Mr. McAvoy, and Mr. Shepley.
The Retirement Plan Committee met one time during 1998; its members are Mr.
McAvoy (Chairman), Mr. Emmert, Mrs. White and Mr. Bartling.
Compensation Committee Report
The Human Resource Committee serves as the Company's compensation committee. The
Committee policy is to seek to provide fair and competitive compensation,
encourage the retention of highly qualified individuals and enhance shareholder
value by encouraging increased profitability of the Company. This policy is
intended to align the financial interest of the Company's and subsidiary banks'
officers (including executive officers) with those of the shareholders, as well
as to create an atmosphere that recognizes the contribution and performance of
each officer. In addition to merit-based promotions, the essential components of
the compensation policy for the Company's executive officers are base
compensation and cash bonuses.
The Committee considers many factors when determining compensation levels for
executive officers. These factors include the extent to which each executive
officer contributes to enhancement of shareholder value and comparisons of the
Company's compensation of executive officers to the compensation paid to
executive officers by other companies in the banking industry, including peer
groups. The Committee also considers the extent to which each executive officer
contributes to attainment of earnings targets for the Company and each
subsidiary. Other factors include the executive officer's contribution to return
on average assets and return on average equity, contribution to the profitable
growth of the Company, and contribution to improvements in quality of assets
and, thus, quality of earnings. In determining the base compensation of the
executive officers for 1998, the Committee considered all of the aforementioned
factors, as well as an average salary increase at the subsidiary banks of
approximately 3%-4%.
In determining the compensation level for the Chief Executive Officer, the
Committee specifically reviews trends in the Company's return on average assets
and equity. It looks at the overall return to shareholders, including dividends
paid and changes in the fair market value of the Company's stock. The Committee
also assesses the CEO's effectiveness in leadership and communication skills, as
demonstrated by the level at which the subsidiary banks attain their targets for
earnings and asset quality, and the effectiveness of the strategic and operating
planning process, which the CEO leads. During 1997, the Company's diluted
earnings per share decreased 6.7%, cash dividends declared per share increased
14.7%, and total shareholder return was 48%. Return on average assets and equity
was 1.13% and 12.3%, respectively. Nonaccrual loans, renegotiated loans and
loans past due 90 days or more increased only $38,000 (2.4%) while gross loans
increased more than $25 million or 13.4%.
This report submitted by the Human Resource Committee:
Beverly J. White, Chairperson
Larry L. Emmert
Victor G. McAvoy
<PAGE>
Management Compensation
The following table sets forth the remuneration paid or accrued for the past
three years by the Company and its subsidiaries to the highest paid executive
officers whose 1998 cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
Long-Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------------- ---------------------- ------------
Restricted All Other
Other Annual Stock Options LTIP Compen-
Name and Principal Position(s) Year Salary ($) Bonus ($) Compensation ($) Awards ($) or SARs (#) Payouts ($) sation($)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George A. Shepley .................. 1998 200,014 22,502 -- -- -- -- 19,478
Chairman and CEO of the ............ 1997 200,014 27,752 -- -- -- -- 17,854
Company; Chairman, First ........... 1996 195,709 27,889 -- -- -- -- 13,197
National Bank of Muscatine and
First National Bank in Fairfield
D. Scott Ingstad ................... 1998 155,695 20,046 -- -- -- -- 16,212
Director and President ............. 1997 146,895 19,464 -- -- -- -- 14,221
of the Company; Director, ......... 1996 139,900 17,837 -- -- -- -- 13,197
President and CEO, First
National Bank of Muscatine
Dean H. Holst ...................... 1998 116,529 7,735 -- -- -- -- 11,732
Director of the Company; .......... 1997 114,529 8,890 -- -- -- -- 11,340
Director, President and CEO, ....... 1996 110,119 15,141 -- -- -- -- 10,761
First National Bank in Fairfield
Kim K. Bartling .................... 1998 110,000 12,788 -- -- -- -- 11,613
Director, Executive Vice ........... 1997 100,000 14,250 -- -- -- -- 9,875
President, Chief Operating ......... 1996 94,100 12,939 -- -- -- -- 9,260
Officer and Treasurer of the Company;
Director, EVP and CFO, First National
Bank of Muscatine; Director,
First National Bank in
Fairfield
Tim M. Nelson ...................... 1998 93,013 10,696 -- -- -- -- 9,730
Executive Vice President ........... 1997 89,173 11,035 -- -- -- -- 8,642
and Senior Loan Officer, ........... 1996 85,733 9,645 -- -- -- -- 8,012
First National Bank of Muscatine
<FN>
(1) Includes contributions to the employee stock ownership plan with 401(k) provisions.
</FN>
</TABLE>
<PAGE>
Employee Stock Ownership Plan with 401(k) Provisions
The Company sponsors an employee stock ownership plan with 401(k) provisions. An
employee becomes a participant upon completing a minimum period of employment.
Employee contributions up to 6% of total compensation per employee are matched
by the employer at a rate of 50% of the employee contributed amount.
Additionally, the employer may make discretionary profit-sharing contributions
to the plan; total annual contributions cannot exceed the amount that can be
deducted for federal income tax purposes. Participants may direct investment of
the funds they have contributed to their individual accounts under the plan
utilizing several fixed income and equity investment options. A portion of the
discretionary profit-sharing contributions made by the Company or its
subsidiaries for the participants may be directed for investment in common
shares of the Company. Participant (but not Company) contributions are included
in salary in the Summary Compensation Table. The Company and its subsidiaries
contributed a cash total of $293,728 to this plan for 1998.
Performance Incentive Plans
In addition to base compensation, each executive officer of the Company and the
subsidiaries has specific annual weighted goals which, if attained, will result
in year-end cash performance incentive pay equal to 9%-10% of base pay. The
maximum annual payment under this incentive plan is 15% of base pay for
substantially exceeding the goals established. For the year ended December 31,
1998, amounts paid or accrued under this incentive plan totaled $94,928 which
included $73,767 for executive officers of the Company as a group. Also, the
Company and subsidiaries have discretionary performance incentive plans covering
a majority of the officer level employees as well as other specific employees.
These plans encourage improved efficiency and effectiveness of employees by
increasing remuneration as a direct result of individual and organizational goal
attainment. Payments made or accrued under all performance incentive plans,
including the executive officer plan discussed above, totaled $189,041 for 1998.
Executive Employment Agreements
In order to advance the interests of the Company by enabling the Company to
attract and retain the services of key executives upon which the successful
operations of the Company are largely dependent, the Board of Directors tendered
Employment and Change in Control Agreements to D. Scott Ingstad, Dean H. Holst
and Kim K. Bartling. An Employment Agreement was also tendered by the Board of
Directors to Tim M. Nelson. See the Summary Compensation Table for information
regarding the company positions held by these individuals.
The Employment Agreements are for a base term of two years and automatically
renew unless 90 days notice of non-renewal is provided to the other party. If an
executive's employment is terminated prior to the expiration of the Agreement or
by the providing of notice of non-renewal, or if the executive is constructively
discharged (for example, as a result of a reduction in responsibilities or
compensation, or other breach of the Agreement by the Company), the executive is
entitled to a severance benefit of : (1) twelve months base pay; (2) any
vacation pay accrued but not yet taken; (3) an amount equal to the annual
average past three years payment under the Performance Incentive Plan; (4)
reimbursement of a portion of medical premiums paid by the executive such that
the same "cost-sharing" basis provided at the date of termination is maintained.
Upon a change in control, as defined, the Change in Control Agreements become
effective. The executive will, under the Agreement, remain employed by the
Company for three years after the effective date or until executive's normal
retirement date (the Employment Term), whichever is earlier. An executive who is
terminated or constructively discharged after a change in control is entitled to
the following for the remainder of the Employment Term: (1) base pay; (2)
payments under the Performance Incentive Plan; (3) perquisites to which the
executive was entitled on the date of the change in control; and (4)
contributions for benefits expected to be made to the Company's retirement
plans.
Supplemental Compensation will also be provided to mitigate the effects of any
excise taxes applicable to executive employment payments. Each executive is
subject to a confidentiality agreement, and if the executive voluntarily
terminates employment prior to a change in control or if executive's employment
is terminated for cause, the executive will be subject to noncompetition and
nonsolicitation agreements.
<PAGE>
The Company currently has no Incentive Stock Option or Nonstatutory Stock Option
plans.
Comparative Performance By The Company
The graphical presentation omitted herein compares the performance of the
Company's common stock with (i) the Media General Financial Services, Inc.
(MGFS) Index for NASDAQ Stock Market (U.S. Companies), and (ii) the MGFS Index
for the stocks of banks and bank holding companies located in the West North
Central United States which are listed on the New York Stock Exchange or NASDAQ
(representing approximately twenty companies). Most of these companies are
considerably larger than Iowa First Bancshares Corp. The chart assumes an
investment of $100 on January 1, 1994, in each of the Company's common stock,
the NASDAQ National Market Index and the stocks in the bank peer group. Each
year's performance is for the twelve months ended December 31. The index level
for all series was set to 100.00 on January 1, 1994. The overall performance
assumes dividend reinvestment throughout the period. The Company's common stock
is not listed on any stock market exchange thus the price used for the Company's
common stock in the chart was the greater of the year-end bid price supplied by
one of the brokerage firms which acts as a market maker for the Company or the
appraisal price supplied by an independent appraiser. The data points used in
the omitted graph are as follows:
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG IOWA FIRST BANCSHARES CORP.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
1993 1994 1995 1996 1997 1998
-------------------------------------------------
Iowa First Bancshares..... 100 118.38 157.45 194.92 287.61 318.62
Peer Group Index ......... 100 102.08 151.23 209.60 366.73 357.60
NASDAQ Market Index ...... 100 104.99 136.18 169.23 207.00 291.96
Assumes $100 invested on January 1, 1994. Assumes dividends reinvested.
<PAGE>
Independent Auditors
Representatives of McGladrey & Pullen, LLP, independent auditors for the
Company, will be present at the annual meeting, will have an opportunity to make
any statement they desire, and will be available to respond to appropriate
questions.
Deadline for Shareholder Proposals for 2000 Annual Meeting
Proposals by shareholders intended to be presented at the 2000 annual meeting
must be received at the Company's executive offices no later than November 19,
1999, to be included in the proxy statement and proxy form.
Deadline for Shareholder Nominations of Directors for 2000 Annual Meeting
Proposals by shareholders for vacant directorships intended to be presented at
the 2000 annual meeting must be received at the Company's executive offices no
later than November 19, 1999, to be included in the proxy statement and proxy
form.
General
The entire cost of soliciting proxies for the annual meeting is paid by the
Company. No solicitation other than by mail is contemplated.
The Board of Directors knows of no other matters which will be brought before
the meeting, but, if other matters properly come before the meeting, the persons
named in the proxy intend to vote the proxy according to their best judgment.
On written request to the undersigned at 300 East Second Street, Muscatine, Iowa
52761, the Company will provide, without charge to the shareholder, a copy of
its Annual Report on Form 10-K, including financial statements and schedules,
filed with the Securities and Exchange Commission for its most recent fiscal
year.
Information set forth in this proxy statement is as of March 12, 1999, unless
otherwise dated.
/s/ George A. Shepley
--------------------------
March 19, 1999 George A. Shepley
Chairman of the Board and
Chief Executive Officer
IOWA FIRST BANCSHARES CORP.
Common Stock Proxy Solicited by Board of Directors for Annual Meeting of
Shareholders on April 15, 1999.
The undersigned acknowledges receipt of a Notice of Meeting and Proxy Statement
dated March 19, 1999, and appoints Larry L. Emmert and Victor G. McAvoy, or
either of them with full power of substitution, as the proxies and attorneys of
the undersigned to vote all shares of common stock of Iowa First Bancshares
Corp. which the undersigned is entitled to vote at the annual meeting of
shareholders of Iowa First Bancshares Corp. to be held at Muscatine, Iowa, on
April 15, 1999, at 2:00 p.m. and any adjournment thereof. The proxies are
directed to vote as checked below on the following matters and otherwise in
their discretion.
<TABLE>
Vote Vote
Nominees For Against Abstain
--------------------------------------------------
<S> <C> <C> <C> <C>
1. Election of four Directors each with a term expiring in 2002: Craig R. Foss ____ ____ ____
Donald R. Heckman ____ ____ ____
D. Scott Ingstad ____ ____ ____
Beverly J. White ____ ____ ____
2. Election of one Director with a term expiring in 2001: John "Jay" S. McKee ____ ____ ____
3. Election of one Director with a term expiring in 2000: David R. Housley ____ ____ ____
</TABLE>
This proxy will be voted as specifically directed above. In the absence of such
direction, this proxy will be voted FOR the nominees.
(Continued and to be dated and signed on reverse side.)
