March 26, 1999
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 27, 1999 at 6:00 p.m. at The
Williamsburg Marriott Hotel, 50 Kingsmill Road, Williamsburg,
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 27, 1999. 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.
Cordially,
/s/Robert F. Shuford
Robert F. Shuford
Chairman of the Board and President
Enclosures
<PAGE>
OLD POINT FINANCIAL CORPORATION
1 West Mellen Street
Hampton, Virginia 23663
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 1999
TO OUR STOCKHOLDERS:
The 1999 Annual Meeting of Stockholders of Old Point
Financial Corporation will be held at The Williamsburg Marriott
Hotel, 50 Kingsmill Road, Williamsburg, Virginia, on Tuesday,
April 27, 1999, at 6:00 p.m. for the following purposes:
1. To elect 11 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 1999; and
3. To transact such other business as may properly come before
the meeting.
Stockholders of record at the close of business on March 16,
1999, 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
----------------
W. Rodney Rosser
Senior Vice President & Secretary to the Board
March 26, 1999
Please complete, 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>
OLD POINT FINANCIAL CORPORATION
1 West Mellen Street
Hampton, Virginia 23663
PROXY STATEMENT
1999 ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 27, 1999
GENERAL
The enclosed proxy is solicited by the Board of Directors of
Old Point Financial Corporation (the "Company") for the 1999
Annual Meeting of Stockholders (the "Annual Meeting") of the
Company to be held Tuesday, April 27, 1999, 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, 1999.
Voting Rights and Solicitation
Only those stockholders of record at the close of business
on March 16, 1999, 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 2,576,244. 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.
<PAGE>
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 16, 1999, is shown in the
beneficial ownership table below under "Election of Directors."
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 398,496 shares (or
approximately 15.5%) of Company common stock. The Trust
Department of the Bank possesses sole voting and/or investment
power with respect to 286,710 of 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 16, 1999, the persons nominated as directors of
the Company, and the executive officers of the Company and the
Bank, beneficially owned as a group 609,022 shares (approximately
23.2%) of Company common stock outstanding (including shares for
which they hold presently exercisable stock options).
PROPOSAL 1
ELECTION OF DIRECTORS
The eleven persons named below, all of whom currently serve
as directors of the Company, will be nominated to serve as
directors until the 2000 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 17, 1998
Name and (Age) Since (1) Past Five Years (Percent of Class)(2)(3)
<S> <C> <C> <C>
Dr. Richard F. Clark (66) 1981 Pathologist 62,533
Sentara Hampton General Hospital (2.4%)
Gertrude S. Dixon (85) 1981 Real Estate Management 190,779
and Ownership (7.4%)
Russell Smith Evans Jr. (56) 1993 Assistant Treasurer and 1,650
Corporate Fleet Manager *
Ferguson Enterprises
G. Royden Goodson, III (43) 1994 President 4,862
Warwick Plumbing & Heating Corp. *
Dr. Arthur D. Greene (54) 1994 Surgeon - Partner 3,914
Tidewater Orthopaedic Associates *
Stephen D. Harris (57) 1988 Attorney-at-Law - Partner 9,000
Geddy, Harris & Geddy *
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Principal Beneficial Ownership
Director Occupation For As of March 17, 1998
Name and (Age) Since (1) Past Five Years (Percent of Class)(2)(3)
<S> <C> <C> <C>
John Cabot Ishon (52) 1989 President 12,780
Hampton Stationery *
Eugene M. Jordan (75) 1964 Attorney-at-Law 28,000
Cumming, Hatchett & Jordan, P.C. (1.1%)
John B. Morgan, II (52) 1994 President 2,600
Morgan-Marrow Insurance *
Dr. H. Robert Schappert (60) 1996 Veterinarian - Owner 89,740
Beechmont Veterinary Hospital (3.5%)
Robert F. Shuford (61) 1965 Chairman of the Board, President & CEO 154,510(4)
Old Point Financial Corporation (5.9%)
Chairman of the Board, President & CEO
Old Point National Bank
</TABLE>
*Represents less than 1.0% of the total outstanding shares.
(1) 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. All present directors of the Company are directors of
the Bank.
(2) 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.
(3) 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, 200 shares;
Mr. Evans, 650 shares; Dr. Greene, 1,968 shares; Mr. Harris, 400
shares, Mr. Ishon, 3,480 shares; Mr. Jordan, 14,000 shares; Mr.
Morgan, 2,200 shares; Dr. Schappert, 81,370 shares; and Mr.
Shuford, 75,590 shares.
(4) Includes shares that may be acquired within 60 days pursuant
to the exercise of stock options granted under the 1989 Old Point
Stock Option Plan - Mr. Shuford 21,794.
3
<PAGE>
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 serve as a director of any other company
with a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934.
Board Committees and Attendance
During 1998, there were fifteen 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, Audit and
Compensation Committees.
The Company's Executive Committee was comprised of Messrs.
Shuford, 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 four times in
1998.
The Company's Compensation Committee is described below
under "Report on Executive Compensation."
The Bank's Audit Committee is comprised of Messrs. Jordan,
Ishon, Greene, Morgan, Schappert and Harris. 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 1998, the Bank Audit Committee held four meetings on
commercial matters and the Trust Audit Committee met two times.
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.
Directors' Compensation
Directors of the Bank receive $300 for each meeting of the
Bank Board of Directors they attend. The Directors of the Bank
receive $150 for each committee meeting they attend. In addition,
non-officer directors of the Bank are paid a retainer fee of
$3,000 annually. Company directors have been elected 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.
4
<PAGE>
Indebtedness and Other Transactions
Some of the Company's 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 Cumming, Hatchett and Jordan, P.C. serves
as legal counsel to the Bank. Mr. Eugene M. Jordan is a member
of the firm. During 1998, the firm received from the Bank a
retainer and fees totaling $76,223. Morgan Marrow Company of
which John B. Morgan, II is President, provided insurance for
which the Bank paid $268,610 during 1998. The 1998 amount paid
includes $218,042 in three year prepaid premiums for coverage
through May 2001. Hampton Stationery, of which John Cabot Ishon
is the owner provided office furniture and supplies for which the
bank paid $104,216. Geddy, Harris & Geddy, of which Stephen D.
Harris is a partner, and Warwick Plumbing & Heating Corp. of
which G. Royden Goodson, III is President provided products and
services to the Bank during 1998.
EXECUTIVE COMPENSATION
Cash Compensation
The following table presents a three-year summary of 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 1998 exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name
and
Principal All Other
Position Year Salary(1) Bonus(2) Compensation(3)(4)
---- -------- ------- -----------------
Robert F. Shuford 1998 $151,200 $34,560 $17,765
Chairman, President 1997 $148,500 $26,000 $16,092
& CEO 1996 $147,900 $10,000 $10,857
5
<PAGE>
Name
and
Principal All Other
Position Year Salary(1) Bonus(2) Compensation(3)(4)
---- -------- ------- -----------------
W. Rodney Rosser 1998 $ 93,267 $21,600 $10,099
EVP & Trust Officer 1997 $ 86,100 $14,400 $ 8,499
& Secretary 1996 $ 85,500 $ 8,000 $ 6,136
Louis G. Morris 1998 $ 90,247 $21,600 $ 9,051
EVP/CFO 1997 $ 83,000 $14,400 $ 7,636
1996 $ 83,000 $ 8,000 $ 5,262
Cary B. Epes 1998 $ 89,167 $21,600 $ 9,440
EVP/CCO 1997 $ 82,000 $14,400 $ 7,708
1996 $ 82,000 $ 7,500 $ 5,359
Margaret P. Causby 1998 $ 88,167 $21,600 $ 9,035
EVP 1997 $ 78,483 $14,400 $ 7,372
1996 $ 73,387 $ 8,000 $ 4,756
(1) Salary includes directors' fees as follows: Mr. Shuford -
1998, $4,200, 1997, $4,500, and 1996, $3,900.
(2) Bonus consideration for Mr. Shuford is paid in January of
each year following the year in which earned so that year end
results could be evaluated by the Compensation Committee. Bonus
consideration for Mr. Rosser, Mr. Morris, Mr. Epes and Mrs.
Causby is paid in the year in which earned.
(3) Mr. Shuford has received other compensation as follows:
1998 1997 1996
------ ------ ------
Deferred Profit Sharing $ 5,090 $ 4,342 $ 4,395
Cash Profit Sharing 4,811 4,088 0
401(k) Matching Plan 4,410 4,320 4,320
Group Term Insurance 3,454 3,342 2,142
------ ------ ------
Total $17,765 $16,092 $10,857
(4) Mr. Rosser has received other compensation as follows:
1998 1997 1996
------ ------ ------
Deferred Profit Sharing $ 3,156 $ 2,532 $ 2,564
Cash Profit Sharing 2,984 2,385 0
401(k) Matching Plan 2,735 2,520 2,510
Group Term Insurance 1,224 1,062 1,062
------ ------ ------
Total $10,099 $ 8,499 $ 6,136
6
<PAGE>
Mr. Morris has received other compensation as follows:
1998 1997 1996
------ ------ ------
Deferred Profit Sharing $ 3,122 $ 2,551 $ 2,533
Cash Profit Sharing 2,951 2,356 0
401(k) Matching Plan 2,705 2,490 2,490
Group Term Insurance 273 239 239
------ ------ ------
Total $ 9,051 $ 7,636 $ 5,262
Mr. Epes has received other compensation as follows:
1998 1997 1996
------ ------ ------
Deferred Profit Sharing $ 3,087 $ 2,520 $ 2,502
Cash Profit Sharing 2,918 2,328 0
401(k) Matching Plan 2,675 2,460 2,460
Group Term Insurance 760 400 397
------ ------ ------
Total $ 9,440 $ 7,708 $ 5,359
Mrs. Causby has received other compensation as follows:
1998 1997 1996
------ ------ ------
Deferred Profit Sharing $ 3,053 $ 2,408 $ 2,228
Cash Profit Sharing 2,885 2,224 0
401(k) Matching Plan 2,645 2,350 2,190
Group Term Insurance 452 390 338
------ ------ ------
Total $ 9,035 $ 7,372 $ 4,756
7
<PAGE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table shows all grants of options to Executive
Officers in 1998.
<TABLE>
<CAPTION>
OPTIONS GRANTED IN LAST FISCAL YEAR
Hypothetical
Value at Assumed
Annual Rates for Stock
Individual Grants Price Appreciation
For Option Term(3)
(a) (b) (c) (d) (e) (f) (g)
- ----------------------------------------------------------------------------------------
Number of % of Total
Securities Options Exercise
Underlying Granted to Price Per Expiration
Name Options(1) Employees(2) Share Date
5% 10%
<C> <C> <C> <C> <C> <C> <C>
Robert F. Shuford 7,500 11.7% $ 41.86 6/30/08 $ 197,441 $ 500,355
W. Rodney Rosser 5,000 7.8% 41.86 6/30/08 131,628 333,570
Louis G. Morris 5,000 7.8% 41.86 6/30/08 131,628 333,570
Cary B. Epes 5,000 7.8% 41.86 6/30/08 131,628 333,570
Margaret P. Causby 5,000 7.8% 41.86 6/30/08 131,628 333,570
</TABLE>
(1) All grants were made under the Company's 1998 Stock Option
Plan. Options were granted July 1, 1998 and become exercisable
July 1, 1999.
(2) Exercise price is average of the high and low trading prices
of Old Point Financial Corporation common stock on the five
trading days immediately preceding the date of the grant.
(3) To realize the potential values of an assumed 5% and 10%
annual stock price appreciation rate, the price per share of the
common stock would be approximately $68.19 and $108.57,
respectively, at the end of the ten year term for options granted
on July 1, 1998.
8
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last
Fiscal Year and December 31, 1998 Option Value
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
12/31/98(#) 12/31/98($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized($)(1) Unexercisable Unexercisable(1)
--------------- ------------- ------------- ----------------
<C> <C> <C> <C> <C>
Robert F.Shuford 0 $0 21,794/7,500 $353,428/$0
W. Rodney Rosser 800 $19,100 6,070/5,000 $91,525/$0
Louis G. Morris 700 $14,116 6,050/5,000 $91,328/$0
Cary B. Epes 0 $0 6,230/5,000 $94,913/$0
Margaret P. Causby 0 $0 6,330/5,000 $95,318/$0
</TABLE>
(1) Market value of underlying securities at exercise or year-
end, minus the exercise or base price.
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.
9
<PAGE>
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.
Employee Stock Purchase Plan. The Company has one employee
stock purchase plan - the 1996 Employee Stock Purchase Plan (the
"1996 Plan"). The 1996 Plan provides eligible employees with a
simple and convenient method of investing in Company stock at a 5%
discount. The 1996 Plan provides the Company with additional
capital funds, and its aim is to increase employee interest and
productivity through ownership of Company common stock. Regular
employees may voluntarily participate in the 1996 Plan. They may
elect to contribute from 2% to 15% of their base pay to the 1996
Plan by payroll deduction for the purchase of Company common
stock. The 1996 Plan's fiscal year is the twelve month period
beginning July 1st and ending the next June 30th. The term of
the 1996 Plan is for five consecutive fiscal years ending on June
30th from its inception date of July 1st, 1996.
In effect, the 1996 Plan grants eligible employees, who
voluntarily participate, an option to purchase Company common
stock at an exercise price equal to 95% of the lesser of (1) the
Fair Market Value of the common stock on the 1st day of the Plan
year (July 1st), or (2) the Fair Market Value of the common stock
on the last day of the Plan year (June 30th).
The 1996 Plan was designed to qualify as an Employee Stock
Purchase Plan under Section 423 of the Internal Revenue Code, as
amended (the "Code"). Under the Code, participants normally do
not realize any income at the date of grant, or the date of
exercise and purchase of shares under the 1996 Plan. Recognition
of income is normally postponed until disposition of the shares.
Stock Option Plans. The Company has two stock option plans -
the 1989 Stock Option Plan and the 1998 Stock Option Plan ("the
Plans"). The Plans provide for the award of nonqualified stock
options and incentive stock options to employees and directors of
the Company and the Bank selected by the Board of Directors to
participate in the Plans. The Board of Directors makes awards
under the Plans 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 Plans 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.
While options covering all of the 84,534 shares under the
1989 Plan have been granted, options covering 64,500 shares have
been granted under the 1998 Plan under which 125,000 shares of
Company common stock have been reserved. The 1989 Plan did not
permit grants of option to non-employees, whereas, the 1998 Plan
permits grants of options to non-employee directors.
10
<PAGE>
Other Benefit Plans. Life, medical, dental, and disability
insurance is provided to all officers and employees of the
Company and Bank.
Report on Executive Compensation
Compensation for executive officers is administered by the
Compensation Committee (the "Committee"). The Committee is
comprised of four non-employee directors, Messrs. Goodson
(Chairman), Clark, Evans, and Morgan. It met five times in 1998.
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 under
"Executive Compensation;" namely, base salary and annual and long-
term incentive compensation.
In making its recommendation to the Board, the Committee
obtains from market and economic research companies information
pertaining to salary levels at other comparable financial
institutions. 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. Decisions regarding
compensation, however, are mostly subjective in nature, and no
specific formulas are used to calculate an executive's
compensation.
The asset growth, loan growth and earnings increase resulted
in an overall positive financial performance of the Company and
the Bank in fiscal year 1998.
The committee recommended to the Board a bonus be granted to
Mr. Shuford in the amount of $34,560, Mr. Rosser, $21,600, Mr.
Morris, $21,600, Mr. Epes, $21,600 and to Mrs. Causby, $21,600.
The foregoing report was furnished to the Committee, and
approved by the directors of the Company.
G. Royden Goodson, III, Chairman
Dr. Richard F. Clark
Russell S. Evans, Jr.
John B. Morgan, II
11
<PAGE>
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. 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, 1993 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.
1993 1994 1995 1996 1997 1998
OPFC 100 107 110 124 128 208
NASDAQ BANK INDEX 100 101 146 185 302 267
NASDAQ COMPOSITE 100 97 135 166 202 268
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 quoted on their
listing service.
12
<PAGE>
PROPOSAL 2
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
1999, subject to ratification by stockholders at the Annual
Meeting. Eggleston Smith P.C. rendered audit services to the
Company and Bank during 1998. These services consisted primarily
of the examination and audit of the company'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.
The Board of Directors recommends that the stockholders vote
FOR ratification of Eggleston Smith P.C., as the Company's
independent auditors for 1999.
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2000 ANNUAL MEETING OF STOCKHOLDERS
In accordance with the By-Laws of the Company as currently in
effect, the 2000 Annual Meeting of Stockholders will be held on
April 25, 2000.
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, 1999.
ANNUAL FINANCIAL DISCLOSURE STATEMENT
A copy of the Company's Annual Report on Form 10-K (including
exhibits) as filed with the Securities and Exchange Commission for
the year ended December 31, 1998, will be furnished without charge
to shareholders upon written request directed to:
Louis G. Morris
Executive Vice President
The Old Point National Bank of Phoebus
1 West Mellen Street
Hampton, Virginia 23663
(757) 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 Company.
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OLD POINT FINANCIAL CORPORATION
P.O. BOX 3392 HAMPTON, VIRGINIA 23663
PROXY CARD FOR
ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Richard S. von Schilling and
Frank A. Kearney as Proxies, each with full power to appoint
his substitute and hereby authorizes them to represent and to
vote, as designated below, all the shares of voting common stock,
$5.00 par value, of Old Point Financial Corporation held of
record by the undersigned on March 16, 1999 at the Annual Meeting
of Shareholders, to be held on April 27, 1999, and any and all
adjournments thereof.
This proxy, will be voted in the manner directed by the
undersigned. If no direction is made, this proxy will be voted
FOR Items 1 and 2.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE AS SOON AS POSSIBLE.
Please sign exactly as your name appears hereon.
When shares are held by joint tenants, both should
sign. When signing in a representative capacity,
please provide full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS
- -----------------------------------------------
- -----------------------------------------------
X PLEASE MARK VOTES AS IN THIS EXAMPLE
OLD POINT FINANCIAL CORPORATION
Mark box at right if you plan to attend the Annual Meeting.
Mark box at right if an address change or comment has been
Noted on the reverse side of this card.
RECORD DATE SHARES:
Please be sure to sign and date this proxy.
Date_______
__________________ ________________
Shareholder sign here Co-owner sign here
DETACH CARD For
For All With- All
Nominee's hold Except
1. Election of Directors ____ ____ ____
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,
Robert F. Shuford
(Instructions: To withhold authority to vote for any nominee,
mark the "For All Except" box and strike a line through the
nominee's name in the list above.)
For Against Abstain
2. Ratification of the appointment of
Eggleston Smith, P.C., Certified Public Accountants, ____ ____ ____
as independent auditors for 1999.
In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting and at any adjournment(s) thereof.
