OLD POINT FINANCIAL CORPORATION
1 West Mellen Street
Hampton, Virginia 23663
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 23, 1996
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders of Old Point Financial
Corporation will be held at The Hampton University Convocation
Center, Emancipation Drive, Hampton, Virginia, on Tuesday, April
23, 1996 at 6:00 p.m. for the following purposes:
1. To elect 12 directors to serve for the ensuing year, or until
their successors have been elected and qualified;
2. To ratify the appointment of Eggleston Smith P.C., Certified
Public Accountants, as independent accountants and auditors
for 1996; and
3. To transact such other business as may properly come before
the meeting.
Stockholders of record at the close of business on March 12,
1996 will be entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.
By Order of the Board of Directors
/s/ W. Rodney Rosser
Senior Vice President &
Secretary to the Board
March 26, 1996
Please sign, date and mail the enclosed proxy card promptly.
No postage is required if the return envelope is used and mailed in
the United States. If you attend the meeting, you may, if you
desire, revoke your proxy and vote in person.
<PAGE>
March 26, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Old Point Financial Corporation. The meeting will
be held on Tuesday, April 23, 1996, at 6:00 p.m. at The Hampton
University Convocation Center, Emancipation Drive, Hampton,
Virginia.
You will be asked to vote on the election of directors, and
ratification of independent certified public accountants. During
the meeting, we will report to you on the condition and performance
of the Company and the Bank. You also will have an opportunity to
question management on matters that affect the interest of all
stockholders.
We hope to see you on April 23, 1996. Whether you plan to
attend or not, please complete, sign, date and return the enclosed
proxy card as soon as possible in the postage-paid envelope
provided. Your vote is important. We appreciate your continued
loyalty and support.
Enclosed is an invitation to the reception immediately
following the meeting with detailed information.
Cordially,
/S/ Robert F. Shuford
Chairman of the Board and President
<PAGE>
OLD POINT FINANCIAL CORPORATION
1 West Mellen Street
Hampton, Virginia 23663
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1996
GENERAL
The enclosed proxy is solicited by the Board of Directors of
Old Point Financial Corporation (the "Company") for the Annual
Meeting of Stockholders (the "Annual Meeting") of the Company to be
held Tuesday, April 23, 1996, at the time and place and for the
purposes set forth in the accompanying Notice of the Annual
Meeting. Stockholders may revoke proxies at any time prior to their
exercise by written notice to the Company, by submitting a proxy
bearing a later date, or by attending the Annual Meeting and
requesting to vote in person. The approximate mailing date of this
Proxy Statement and accompanying Proxy is March 26, 1996.
Voting Rights and Solicitation
Only those stockholders of record at the close of business on
March 12, 1996 are entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof. The number of shares of common
stock of the Company outstanding and entitled to vote as of the
record date was 1,273,537. The Company has no other class of stock
outstanding. A majority of the shares entitled to vote, represented
in person or by proxy, will constitute a quorum for the transaction
of business.
Each share of Company common stock entitles the record holder
thereof to one vote upon each matter to be voted upon at the Annual
Meeting, except that in the election of directors cumulative voting
entitles a stockholder to give one nominee as many votes as is
equal to the number of directors to be elected, multiplied by the
number of shares owned by such stockholder or to distribute his or
her votes on the same principle between two or more nominees as he
or she sees fit. The Board of Directors will instruct the proxies
to use cumulative voting, if necessary, to elect all or as many of
the nominees as possible.
The cost of solicitation of proxies will be borne by the
Company. Solicitation is being made by mail, and if necessary may
be made in person or by telephone, telegram, or special letter by
officers and regular employees of the Company or its subsidiary,
acting without compensation other than regular compensation.
Principal Shareholders
Mr. Robert F. Shuford and Mrs. Gertrude S. Dixon, both of whom
are directors of the Company and its wholly-owned subsidiary bank,
The Old Point National Bank of Phoebus (the "Bank"), are the only
individuals who beneficially own 5% or more of the Company's common
stock. Their beneficial ownership of the Company common stock as of
March 12, 1996 is shown in the table on page 3. The address of Mr.
Shuford is the same as the Company's principal offices, and the
address of Mrs. Dixon is P.O. Box 3152, Hampton, Virginia 23663. In
addition, the Bank holds as trustee of various trust accounts a
total of 153,862 shares (or approximately 12.1%) of Company common
stock. The Trust Department of the Bank possesses sole voting and
investment power with respect to these shares, but as to which, as
a matter of state law, it must refrain from voting unless a co-
fiduciary is appointed for the sole purpose of voting such shares.
As of March 12, 1996, the persons nominated as directors of
the Company, and the executive officers of the Company and the
Bank, beneficially owned as a group 301,129 shares (or
approximately 23.3%) of Company common stock outstanding (including
shares for which they hold presently exercisable stock options).
ELECTION OF DIRECTORS
The twelve persons named below, all of whom currently serve as
directors of the Company will be nominated to serve as directors
until the 1997 Annual Meeting, or until their successors have been
duly elected and have qualified.
<TABLE>
<CAPTION>
Amount and Nature of
Principal Beneficial Ownership
Director Occupation For As of March 12, 1996
Name and (Age) Since <F1> Past Five Years (Percent of Class) <F2>
<S> <C> <C> <C>
Dr. Richard F. Clark (63) 1981 Pathologist 30,589 <F3>
Sentara Hampton 2.4%
General Hospital
Gertrude S. Dixon (82) 1981 Real Estate Management 96,062 <F3>
and Ownership 7.5%
Russell Smith Evans Jr. (53) 1993 Assistant Treasurer and 715* <F3>
Corporate Fleet Manager
Ferguson Enterprises
G. Royden Goodson, III (40) 1994 President 2,450* <F3>
Warwick Plumbing & Heating Corp.
Dr. Arthur D. Greene (51) 1994 Surgeon - Partner 1,000*
Tidewater Orthopaedic Associates
Stephen D. Harris (54) 1988 Attorney-at-Law - Partner 4,175*
Geddy, Harris & Geddy
John Cabot Ishon (49) 1989 President 6,290* <F3>
Hampton Stationery
Eugene M. Jordan (72) 1964 Attorney-at-Law 13,890 <F3>
Jordan, Ishon & Jordan, P.C. 1.1%
John B. Morgan, II (49) 1994 President 1,200* <F3>
Morgan-Marrow Insurance
Dr. H. Robert Schappert (57) 1996 Veterinarian - Owner 44,870 <F3>
Beechmont Veterinary Hospital 3.5%
John G. Sebrell (48) 1992 President & CEO 14,647 <F4>
The Old Point National 1.1%
Bank of Phoebus
Robert F. Shuford (58) 1965 Chairman of the Board, 70,579 <F3><F4>
President & CEO 5.5%
Old Point Financial Corporation
*Represents less than 1.0% of the total outstanding shares.
<FN>
<F1>
Refers to the year in which the individual first became
a director of the Bank. Dr. Richard F. Clark, Gertrude S. Dixon,
Eugene M. Jordan, and Robert F. Shuford became directors of the
Company upon consummation of the Bank's reorganization on October
1, 1984. Russell Smith Evans, Jr. was elected April 27, 1993, G.
Royden Goodson, III was elected on August 9, 1994, Dr. Arthur D.
Greene was elected on August 9, 1994, John B. Morgan, II was
elected on October 11, 1994, Stephen D. Harris was elected October
11, 1988, John Cabot Ishon was elected March 27, 1990, John G.
Sebrell was elected August 11, 1992 and, Dr. H. Robert Schappert
was elected February 13, 1996. All present directors of the
Company are directors of the Bank.
<F2>
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 under which, in general, a person
is deemed to be the beneficial owner of a security if he or she 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 or she has the right to acquire beneficial ownership of
the security within sixty days.
<F3>
Includes shares held (i) by their close relatives or held
jointly with their spouses, (ii) as custodian or trustee for the
benefit of their children or others, or (iii) as attorney-in-fact
subject to a general power of attorney - Dr. Clark, 54 shares; Mrs.
Dixon, 48,740 shares; Mr. Evans, 315 shares; Mr. Goodson, 1,900
shares; Mr. Ishon, 1,640 shares; Mr. Jordan, 8,485 shares; Mr.
Morgan, 1,000 shares; Dr. Schappert, 40,685 shares; and Mr.
Shuford, 39,266 shares.
<F4>
Includes shares that may be acquired within 60 days
pursuant to the exercise of stock options granted under the Old
Point Stock Option Plans - Mr. Sebrell 12,977 and Mr. Shuford
2,750.
</FN>
</TABLE>
There are two family relationships among the directors and
executive officers. Mr. Jordan is the father-in-law of Mr. Ishon.
Mr. Shuford and Dr. Schappert are married to sisters. None of the
directors serves as a director of any other company with a class of
securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934.
Nominations may be made at the Annual Meeting in accordance
with the procedures set forth in the by-laws, which are as follows:
Nominations, other than those made by or on behalf of the existing
management of the Company, shall be made in writing and shall be
delivered or mailed to the President, not less than 14 days nor
more than 50 days prior to any meeting of holders called for the
election of Directors, provided, however, that if less than 21
days' notice of the meeting is given to holders, such nomination
shall be mailed or delivered to the President of the Company not
later than the close of business on the seventh day following the
day on which the notice of meeting was mailed. Such notification
shall contain the following information to the extent known to the
notifying holders; (a) the name and resident address of the
stockholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the stockholder
is a holder of record of stock of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the
Meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or
nominations are to be made of the stockholder; (d) the principal
occupation of each nominee; (e) the total number of shares that to
the knowledge of the notifying stockholder will be voted for each
of the nominees; and (f) the consent of each nominee to serve as a
director of the Company if so elected. Nominations not made in
accordance herewith may, in his discretion, be disregarded by the
Chairman of the meeting and upon his instructions, the vote tellers
may disregard all votes cast for each such nominee. The persons
named in the proxy will vote for the election of the nominees named
below unless authority is withheld. If, for any reason, any of the
persons named below should become unavailable to serve, an event
which management does not anticipate, proxies will be voted for the
remaining nominees and such other person or persons as the Board of
Directors of the Company may designate.
Board Committees and Attendance
During 1995, there were thirteen meetings of the Company's
Board of Directors. Each director attended at least 75% of all
meetings of the Board and committees on which he or she served. The
Company's Board has standing Executive and Audit Committees.
The Company's Executive Committee is comprised of Messrs.
Shuford, Sebrell, Jordan, Harris, Dr. Clark and Mrs. Dixon. It
serves in an advisory capacity, reviewing matters and making
recommendations to the Board of Directors. It met three times in
1995.
The Bank's Audit Committee is comprised of Messrs. Jordan,
Ishon, Greene and Morgan. The Audit Committee reviews on a regular
basis the work of the internal audit department. It also reviews
and approves the scope and detail of the continuous audit program
which is conducted by the internal audit staff to protect against
improper and unsound practices and to furnish adequate protection
to all assets and records. Subject to the approval of the Board of
Directors, it engages a firm of certified public accountants to
conduct such audit work as is necessary and receives written
reports, supplemented by such oral reports as it deems necessary,
from the audit firm. During 1995, the Audit Committee held five
meetings. The members of the Bank's Audit Committee also serve as
the Audit Committee for the Company.
The Board has no separate nominating committee. The Executive
Committee reviews any recommendations obtained and gives their
recommendations to the Board. The entire Board reviews, on an as
needed basis, the qualifications of candidates for membership to
the Board. Following appropriate review, the Board ascertains the
willingness of selected individuals to serve and extends
invitations to serve as a Board member.
Report on Executive Compensation
Compensation for executive officers is administered by the
Compensation Committee (the "Committee"). The Committee is
comprised of three non-employee directors, Messrs. Goodson
(Chairman), Clark and Evans, and one ex-officio member, Mark A.
Dulaney, First Vice President of Human Resources. All decisions of
the Committee are recommended to the entire Board of Directors,
which makes the final decision.
In an environment characterized by change, regulatory
oversight and increased competition, total executive compensation
is designed to attract and retain qualified personnel by providing
competitive levels of compensation as compared to similarly sized
financial institutions. Executive compensation consists of the
several elements specified in the Summary Compensation Table on
page 8; namely, base salary and annual and long-term incentive
compensation.
In making its recommendation to the Board, the Committee
obtains information pertaining to salary levels at other comparable
financial institutions from market and economic research companies.
Annual compensation is determined by evaluating several factors.
The primary factor considered in evaluating the level of executive
compensation is the progress the Company made during the year in
achieving performance goals. The performance goals evaluated
include, but are not limited to, return on average assets, return
on average equity, net income, asset quality, and deposit and loan
growth. Secondary factors considered by the Committee include
comparing the Company's performance with other local institutions
and comparable executive compensation packages. Lastly, the
Committee gives some consideration to the expected future
contributions of the executive, general economic conditions, the
executive's length of service and standing within the local banking
communities, and other factors. Bonuses are awarded based on
evaluation of the foregoing factors relating to the Company's
financial performance in the preceding year. All decisions
regarding compensation, however, are subjective in nature, and no
specific formulas are used to calculate an executive's
compensation.
In light of the overall financial performance of the Company
and the Bank, the Committee recommended to the Board an increase in
Mr. Shuford and Mr. Sebrell's salary of $4,500 and $3,500,
respectively, and that no bonuses be granted for fiscal year 1995.
The foregoing report was furnished by the Committee, and
approved by the directors of the Company.
G. Royden Goodson, III
Dr. Richard F. Clark
Russell S. Evans, Jr.
Directors' Compensation
Directors of the Company and Bank receive $300 for each
meeting of the Company and Bank Boards of Directors they attend.
The Directors of the Bank receive $150 for each committee meeting
they attend. The Directors of the Company receive $150 for
attending the Strategic Planning Committee meetings, but are not
remunerated for Executive Committee meetings. In addition, non-
officer directors of the Bank are paid a retainer fee of $3,000
annually. Company directors have been appointed as directors of the
Bank, but there is no assurance that this practice will continue.
Directors who are employees of the Company and Bank are
compensated for attendance at Bank Board meetings but do not
receive any fees for attendance at committee meetings.
Indebtedness and Other Transactions
Some of the Company directors, executive officers, and members
of their immediate families, and corporations, partnerships and
other entities of which such persons are officers, directors,
partners, trustees, executors or beneficiaries, are customers of
the Bank. All loans and commitments to lend included in such
transactions were made in the ordinary course of business, upon
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. It is the policy of the Bank to provide loans to officers
who are not executive officers and to employees at more favorable
rates than those prevailing at the time for comparable transactions
with other persons. These loans do not involve more than the normal
risk of collectibility or present other unfavorable features.
The law firm of Jordan, Ishon and Jordan, P.C. serves as legal
counsel to the Bank. Mr. Eugene M. Jordan is a member of the firm.
During 1995, the firm received from the Bank a retainer and fees
totalling $67,696. Hampton Stationery, of which John Cabot Ishon
is the owner, provided furniture and supplies to the Bank for which
it paid $104,353 during 1995. In addition, Morgan-Marrow Company,
of which John B. Morgan, II is President, provided insurance to the
Bank, the total premiums of which were $195,802 during 1995.
Geddy, Harris & Geddy, of which Stephen D. Harris is a partner,
also provided legal services to the Bank during 1995.
EXECUTIVE COMPENSATION
Cash Compensation
The following table presents all compensation paid or accrued
by the Company and the Bank to the Company's Chief Executive
Officer and each executive officer whose salary and bonus for 1995
exceeded $100,000. Mr. Shuford is compensated by the Company and
Mr. Sebrell is compensated by the Bank.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation
<CAPTION> Other
Name Annual All Other
and Compen- Compen-
Principal Salary Bonus sation sation
Position Year ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Robert F. Shuford 1995 $147,900 <F1> $ 0 $ 2,891 $55,053 <F3>
Holding Company 1994 $143,400 <F1> $ 6,000 <F2> $ 2,941 $42,610 <F3>
Chairman, President 1993 $138,100 <F1> $ 4,000 $ 3,233 $65,655 <F3>
& CEO
John G. Sebrell 1995 $113,900 <F1> $ 0 $ 8,047 $ 6,369 <F4>
Bank 1994 $110,400 <F1> $12,244 <F2> $ 8,631 $ 5,682 <F4>
President & CEO 1993 $105,100 <F1> $ 8,000 $11,119 $ 0
<FN>
<F1>
Salary includes directors' fees as follows: Mr. Shuford -
1995 of $3,900, 1994 of $5,400 and 1993 of $5,100; Mr. Sebrell
- 1995 of $3,900, 1994 of $5,400 and 1993 of $5,100.
<F2>
Beginning in 1994, bonus consideration for Mr. Shuford and Mr.
Sebrell was deferred until January of the following year so
that year end results could be evaluated by the Compensation
Committee.
<F3>
Mr. Shuford has received other compensation as follows:
1995 1994 1993
Profit Sharing $ 3,233 $ 3,001 $ 2,592
401(k) Matching Plan 4,320 4,149 3,990
Split Dollar Life Insurance * 24,750 1,460 1,323
Sale of ISO ** 22,750 34,000 57,750
$55,053 $42,610 $65,655
* The Split Dollar policy was awarded to Mr. Shuford in 1995.
When this occurs the gain must be treated as compensation to the
employee.
** When an incentive stock option (ISO) share is sold prior to
a one year vesting period, the gain on the sale is treated as
compensation to the employee.
<F4>
Mr. Sebrell has received other compensation as follows:
1995 1994 1993
Profit Sharing $ 2,469 $ 2,285 $ 0
401(k) Matching Plan $ 3,300 $ 3,159 $ 0
Split Dollar Life Insurance $ 600 $ 238 $ 0
$ 6,369 $ 5,682 $ 0
Mr. Sebrell was ineligible for participation in the profit
sharing and 401(k) Plan prior to 1994.
</FN>
</TABLE>
Employee Benefit Plans
Pension Plan. The Company has a noncontributory defined
benefit pension plan which covers substantially all full-time
employees who have completed one year of service. A participant's
monthly retirement benefit (if he or she has 25 years of Credited
Service at his Normal Retirement Date) is 20% of his final average
pay plus 15% of final average pay in excess of the participant's
Social Security Covered Pay. The Social Security Covered Pay is the
average pay of the calendar year prior to the year the participant
attains his Social Security Retirement Age. If the participant has
less than 25 years of service at his Normal Retirement Date, the
participant's monthly retirement benefit will be actuarially
reduced by 1/25 for each year of credited service less than 25
years. Cash benefits under the plan generally commence on
retirement, death or other termination of employment and are
payable in various forms at the election of the participant.
Thrift Plan. The Company has a contributory 401(k) profit-
sharing and thrift plan. Employees are eligible to participate if
they complete 1,000 hours of service for a plan year and are at
least 21 years old. Participants may elect to defer between 1% to
15% of their base compensation as defined in the plan, which will
be contributed to the plan. The Bank will contribute 50 cents for
each dollar deferred by an employee on the first 6% of the
employee's compensation. Participants may also elect to make
additional deferrals subject to certain limitations, which are not
matched by the Bank.
Distributions to participants are made at death, retirement or
other termination of employment in a lump sum payment, unless a
participant or his beneficiary elects to receive payments in
installments. The plan permits certain in-service withdrawals.
All employee contributions are fully vested and the Bank's
contributions become fully vested when a participant reaches age
65, becomes totally and permanently disabled or dies. If a
participant leaves the Bank before the occurrence of one of these
events, the Bank's contributions will become 10% vested per year
for the first four years of service and 20% vested per year for the
next three years of service, becoming 100% vested after seven years
of service.
Stock Option Plans. The Company has one stock option plan -
the Old Point 1989 Stock Option Plan (the 1989 "Plan"). The 1989
Plan provides for the award of nonqualified stock options and
incentive stock options to employees of the Company and the Bank
selected by the Board of Directors to participate in the 1989 Plan.
The Board of Directors makes awards under the 1989 Plan and
establishes the terms and conditions of each award in the option
agreement entered into with each optionee. The price of shares of
stock to be issued upon the exercise of options will be at least
100% of the fair market value on the date of award. Options may not
be granted more than ten years after the adoption of the 1989 Plan
by the Board and are exercisable only during the term specified in
the option agreement, which in the case of incentive stock options
shall not exceed ten years. The options are not transferable other
than by will or the laws of descent and distribution.
Since its inception, options covering 32,237 shares have been
granted under the 1989 Plan under which 59,250 shares of Company
common stock have been reserved.
Other Benefit Plans. The Bank provides split dollar life
insurance coverage of $250,000 for President John G. Sebrell.
Life, medical, dental, and disability insurance is provided to all
officers and employees of the Company and Bank.
<TABLE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Aggregated Option/SAR Exercises in Last
Fiscal Year and FY-End Option/SAR Value
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) <F1> Unexercisable Unexercisable<F1>
<S> <C> <C> <C> <C>
Robert F. Shuford 8,680 $157,400 2,750/7,490 $3,438/$9,362
John G. Sebrell 0 0 10,275/2,702 $125,344/$1,351
<FN>
<F1>
Market value of underlying securities at exercise or year-end, minus the exercise or
base price.
</FN>
</TABLE>
FIVE YEAR STOCK PERFORMANCE
Management provides below a line graph which compares the
Company's shareholder return with the return of the National
Association of Securities Dealers Automated Quotation National
Market System ("NASDAQ") Composite Index, a market-weighted average
of all over-the-counter stocks traded on NASDAQ, and with the
NASDAQ Bank Index, an index of non-holding company banking
institutions traded on NASDAQ. Management believes this is a
reasonable comparison of shareholder return performance, although
the Company's common stock is traded more thinly and not on the
over-the-counter market, and therefore is not as freely tradable or
as subject to day to day market fluctuations. This performance
graph was created by comparing the percentage change in stock
prices for the Company and both indices on a year to year basis,
factoring in dividend payments, and looking only at the closing
price of the stock as of December 31 of each year surveyed. This
graph may be affected by unusually high or low prices at December
31, 1990 or by temporary swings in stock price at December 31 of
any given year. Accordingly, this is not necessarily the best
measure of the Company's performance.
OLD POINT FINANCIAL CORP
FIVE YEAR STOCK PERFORMANCE
1990 1991 1992 1993 1994 1995
OPFC 100 107 109 153 163 168
NASDAQ BANK INDEX 100 138 209 270 273 396
NASDAQ COMPOSITE 100 157 181 208 201 281
The index reflects the total return on the stock that is
shown, including price appreciation, all stock splits and stock
dividends, and reinvestment of cash dividends at time of payment,
relative to the value of the stock at the beginning of the time
period. Thus a move from 100 to 150 on the index scale indicates
a 50% increase in the value of the investment. The NASDAQ Bank
Index contains all non-holding company banking institutions traded
on the NASDAQ exchange. In addition to traditional banks this
includes thrifts but does not include other non-regulated finance
companies. The NASDAQ Composite is a market value-weighted average
of all over-the-counter stocks, about 3500 stocks in all.
RATIFICATION OF SELECTION OF ACCOUNTANTS
On the recommendation of the Audit Committee, the Board of
Directors has appointed Eggleston Smith P.C., certified public
accountants, as the Company's and Bank's independent auditors for
1996. Eggleston Smith P.C. rendered audit services to the Company
and Bank during 1995. These services consisted primarily of the
examination and audit of the institution's financial statements,
tax reporting assistance, and other audit and accounting matters.
Representatives of Eggleston Smith P.C. are expected to be
present at the Annual Meeting and are expected to be available to
respond to your questions.
1997 ANNUAL MEETING OF STOCKHOLDERS
In accordance with the By-Laws of the Company as currently in
effect, the Annual Meeting of Stockholders for 1997 will be held on
April 22, 1997.
The Board of Directors need not include an otherwise
appropriate shareholder proposal in its proxy statement or form of
proxy for that meeting unless the proposal is received by the
Holding Company at its main office on or before December 1, 1996.
ANNUAL FINANCIAL DISCLOSURE STATEMENT
An annual Financial Disclosure Statement containing
information about The Old Point National Bank of Phoebus' financial
condition is available upon written or oral request from:
Louis G. Morris
Executive Vice President & Controller
The Old Point National Bank of Phoebus
1 West Mellen Street
Hampton, Virginia 23663
(804) 728-1297
OTHER MATTERS
Management knows of no other business to be brought before the
Annual Meeting. Should any other business properly be presented for
action at the meeting, the shares represented by the enclosed proxy
shall be voted by the persons named therein in accordance with
their best judgment and in the best interests of the Holding
Company.
OLD POINT FINANCIAL CORPORATION, HAMPTON, VIRGINIA
MANAGEMENT PROXY: Solicited on Behalf of the Board of Directors
of the Corporation
Francine Saunders Dozier and Frederic W. Gray, or either of them
(with full power to act alone), are hereby authorized to represent
the undersigned and vote all shares of the Corporation standing in
the name of the undersigned at the Annual Meeting of Stockholders
of the Old Point Financial Corporation to be held at The Hampton
University Convocation Center, Emancipation Drive, Hampton,
Virginia on Tuesday, April 23, 1996, at 6:00 p.m., or any
adjournment thereof, on each of the following matters.
1. To elect as directors the 12 persons listed as nominees below.
CUMULATIVE VOTING IS PERMITTED.
INSTRUCTIONS: If you wish to grant authority to vote for all 12
nominees, place an "X" on the appropriate line. If you wish to
withhold your vote from one or more nominees, place a line through
the name(s).
For All Nominees ___
Against All Nominees ___
Richard F. Clark ___
Gertrude S. Dixon ___
Russell S. Evans, Jr. ___
G. Royden Goodson, III ___
Arthur D. Greene ___
Stephen D. Harris ___
John Cabot Ishon ___
Eugene M.Jordan ___
John B. Morgan, II ___
H. Robert Schappert ___
John G. Sebrell ___
Robert F. Shuford ___
Cumulative Voting:
If you wish to vote shares cumulatively, indicate after the name of
each nominee the number of votes you desire to cast for that
nominee. See page 1 of the Proxy Statement for an explanation of
cumulative voting.
2. To ratify the appointment of Eggleston Smith P.C., Certified
Public Accountants, as independent auditors for 1996.
FOR ___ AGAINST ___ ABSTAIN ___
3. Any other business that may be brought before the meeting or
any adjournment thereof. The Board of Directors at present
knows of no other business to be presented.
Please date and sign on the reverse side and mail promptly in the
enclosed envelope.
The shares represented hereby will be voted in accordance with any
choice specified by the stockholders, and where there is no choice,
such shares will be voted IN FAVOR OF each proposal. This Proxy
further provides authority to accumulate such votes as the proxies
may deem appropriate in the election of directors.
Dated: _________________________________________________ , 1996
Signature of Shareholder* ___________________________________
Signature of Shareholder* ___________________________________
*NOTE: When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more than one
fiduciary, all should sign. All joint owners MUST sign.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
