NBC CAPITAL CORPORATION
Starkville, Mississippi
NOTICE OF ANNUAL SHAREHOLDERS MEETING
To the Shareholders of
NBC Capital Corporation
Notice is hereby given that pursuant to call of its directors and
in compliance with the By-laws, the Annual Meeting of Shareholders of
NBC Capital Corporation, the holding company of National Bank of
Commerce of Mississippi and First State Bank of Tuscaloosa, will be
held at the National Bank of Commerce of Mississippi, Starkville
Banking Center, NBC Plaza, Starkville, Mississippi on Tuesday,
April 9, 1996 at 5:00 P. M. for the purpose of considering and voting
on the following proposals:
1. Election of Directors: Fixing the number of directors at
twenty-five and the election of the twenty-four directors
set forth in the Proxy Statement dated March 18, 1996,
accompanying this notice of said meeting.
2. To consider and act upon whatever other business might be
brought before the meeting or any adjournment thereof.
Only those shareholders of record at the close of business
March 1, 1996 shall be entitled to notice of meeting.
BY ORDER OF THE BOARD OF DIRECTORS
L. F. Mallory, Jr.
Chairman of the Board and Chief Executive
Officer
Dated and Mailed at
Starkville, Mississippi
March 18, 1996
Enclosures:
1. Proxy
2. Business reply envelope
3. Annual Report
Whether or not you are able to personally attend the meeting,
the Board of Directors respectfully requests that you sign and
return the enclosed proxy at your earliest convenience.
Your presence at the Annual Meeting is encouraged.
NBC CAPITAL CORPORATION
Starkville, Mississippi
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 9, 1996
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of NBC Capital Corporation
(hereinafter sometimes referred to as the "Corporation") of proxies
for the Annual Meeting of Shareholders to be held at the National
Bank of Commerce, Starkville Banking Center, NBC Plaza, Starkville,
Mississippi, Tuesday, April 9, 1996 at 5:00 P. M., and any
adjournment thereof, for the purpose stated below.
Shareholders of record as of March 1, 1996 are entitled to vote
at the meeting or any adjournment thereof. On March 1, 1996 there
were outstanding and entitled to vote, 1,200,000 shares of common
stock, each of which entitles the holder to one vote on all
business of the meeting and to vote in the election of directors as
presented below.
Any person giving a proxy has the power to revoke it at any
time before it is exercised. Notice shall be given in writing or
in person for those attending the meeting and voting in person.
Additionally, a proxy may be revoked by a subsequently dated proxy.
The proxy will be voted in accordance with the specifications given
by the stockholder. The Board of Directors will vote any proxy
received but not directive of the stockholder's vote in favor of
Proposal One.
The cost of soliciting proxies will be borne by the
Corporation. In addition to solicitations by mail, directors,
officers and regular employees may solicit personally or by
telephone or telegraph.
The Corporation has no knowledge as of March 1, 1996 that any
person beneficially owned, directly or indirectly, more than five
percent of the outstanding common stock of the Corporation, except
as noted herein:
Name and Address Amount and Nature Percent
of of Beneficial Ownership of
Beneficial Owner as of March 1, 1996 Class
_____________________________ _______________________ _______
Estate of J. R. Scribner,
Deceased
P. O. Box 840
Amory, Mississippi 230,567* 19.2
Employee Stock Ownership Plan 80,277 6.7
*Sarah Scribner Prude, J. R. Scribner, Jr. and James R. Prude
are co-executors of the J. R. Scribner estate. All are being
presented for election to the Corporation's Board of Directors.
Above ownership includes Scribner Equipment Company account.
ELECTION OF DIRECTORS
The nominees are to be elected for a term of one year or until
their respective successors are duly elected and have qualified.
It is intended that shares represented by proxies solicited by
management will be voted in accordance with specifications of the
stockholders as to election of directors on all nominees listed
below. Designated proxy agents may vote proxies in any manner in
which the individual shareholder may vote unless otherwise
instructed by the shareholder. In the event any nominees are
unavailable as candidates, the proxy agents will vote for other
persons who in their best judgement are qualified as substitute
candidates. The Certificate of Incorporation states that at all
elections of directors of the Corporation, each shareholder shall
be entitled to as many votes as shall equal the number of votes
which he would be entitled to cast for the election of directors
with respect to his shares multiplied by the number of directors to
be elected, and he may cast all such votes for a single director,
or may distribute them among the number to be voted for, or any two
or more of them, as he may see fit.
Other nominations for the office of director may be made only
in accordance with the By-Laws, as amended, which provide:
That it is required that non-management director nominations
be made by written notice to the Secretary and received no later
than ninety (90) days prior to the month and day that the proxy
material regarding the last election of directors to the Board of
Directors of the Corporation was mailed to the stockholders.
Notice must include the full name of the director nominated, his
age and date of birth, his educational background, and a list of
business experience and positions held for at least the preceding
five years. The notice must include home and office addresses and
telephone numbers and include a signed representation by the
nominee to timely provide all information requested by the
Corporation as part of its disclosure in regard to the solicitation
of proxies for election of directors. The name of each such
candidate for director must be placed in nomination at the Annual
Meeting by a stockholder present in person and the nominee must be
present in person at the meeting for the election of directors.
Additionally, all relevant outstanding SEC rules and regulations
must be followed by any shareholder making a proposal covered by
this section. A vote for a person who has not been duly nominated
pursuant to these requirements is void.
The following schedule sets forth, as to each person nominated
for election to the Board of Directors of the Corporation,
information as to his principal occupation, year in which he began
his period of service as a director of the Corporation, his other
position or office with the Corporation, if any, and the common
stock of the Corporation of which he is the beneficial owner.
Unless otherwise noted, each individual has sole voting and
investment power in the ownership reflected.
<TABLE>
<CAPTION>
Stock of
Member Corporation
of the Beneficially Percent
Occupation and Board Owned as of of
Name and Residence Age Experience Since March 1, 1996 Class
_________________________ ___ _________________________ ______ _____________ _______
<S> <C> <C> <C> <C> <C>
Mark A. Abernathy 39 Executive Vice President 1994 1,000 .1
2007 Woodlake Drive President and Chief
Starkville, MS. Operating Officer, NBC
Capital Corporation and
National Bank of Commerce
of Mississippi,
Starkville, MS.
Robert A. Cunningham 50 Planter 1990 16,358 1.4
340 Deerbrook Road Brooksville, MS.
Brooksville, MS.
J. Nutie Dowdle 52 President, Dowdle Butane 1990 9,084 .8
521 Huckleberry Hills Gas Co., Inc. and
Columbus, MS. Wholesale LP Gas Co.
Columbus, MS.
Clifton B. Fowler 47 Vice President, NBC 1991 1,185 .1
1306 South Montgomery Capital Corporation and
Starkville, MS. President, National Bank
of Commerce of
Mississippi, Starkville
Banking Center
Starkville, MS.
Hunter M. Gholson 63 Attorney at Law, 1974 16,009 (1) 1.3
110 6th Street North Gholson, Hicks and
Columbus, MS. Nichols, Columbus, MS.
and Secretary of the
Board, NBC Capital
Corporation and National
Bank of Commerce of
Mississippi.
Bobby L. Harper 54 Chairman of Executive 1977 5,450 .4
1524 Briarwood Circle Committee, NBC Capital
Columbus, MS. Corporation and National
Bank of Commerce of
Mississippi and
President, National Bank
of Commerce of
Mississippi,
Columbus Banking Center
Columbus, MS.
Carl M. Holloway 49 Vice President, NBC 1983 4,160 .3
Route 5 Box 30 Capital Corporation and
Starkville, MS. Executive Vice President,
National Bank of Commerce
of Mississippi
Starkville, MS.
Robert S. Jones 64 President, Fletcher- 1973 5,547 .5
803 19th Ave. North Jones, Inc.
Columbus, MS. Columbus, MS.
Kenneth A. Madison 63 Vice President, NBC 1991 2,552 .2
529 Poplar Avenue Capital Corporation and
Philadelphia, MS. President, National Bank
of Commerce of
Mississippi, Philadelphia
Banking Center
Philadelphia, MS.
Lewis F. Mallory, Jr. 53 Chairman of the Board 1969 17,649 (2)
513 Greensboro St. and President, NBC
Starkville, MS. Capital Corporation
and National Bank of
Commerce of Mississippi
Starkville, MS.
Robert D. Miller 66 Certified Public 1975 6,202 .5
Treas Lake Road Accountant, R. D
Aberdeen, MS. Miller & Co., C.P.A.
Aberdeen, MS.
Edith D. Millsaps 71 Chairman of the Board 1977 3,190 .3
Mayhew Road and Secretary-Treasurer,
Starkville, MS. Millsaps Chevrolet-
Pontiac-Buick-GMC Truck,
Inc., Starkville, MS.
Ralph E. Pogue 66 Attorney at Law, 1979 3,896 (3) .3
Lakewood Street Holcomb, Dunbar, Connell,
Aberdeen, MS. Chaffin and Willard
Aberdeen, MS.
Thomas J. Prince, Jr. 54 Vice President, NBC 1990 2,539 .2
301 Bellview Capital Corporation and
Aberdeen, MS. President, National Bank
of Commerce of
Mississippi, Aberdeen
Banking Center
Aberdeen, MS.
James R. Prude 42 Independent Bank 1994 272,133 (4) 22.7
4407 Southcrest Consultant and Vice (5)
Road, Dallas, TX. President, Scribner
Equipment Co., Inc.
Amory, MS.
Sarah Scribner Prude 69 Secretary-Treasurer, 1987 235,610 (4) 19.6
Highway 25 South Scribner Equipment
Amory, MS. Co., Inc.
Amory, MS.
A. C. Puckett 91 President, Memorial 1934 8,756 (6) .7
Holly Hills Insurance Company
Columbus, MS. Columbus, MS.
Allen B. Puckett, III 45 President, Columbus 1987 34,590 2.9
Jolly Road Brick Company
Columbus, MS. Columbus, MS.
Dr. James C. Ratcliff 64 Brooksville Medical 1978 1,789 (7) .2
East Depot Street Association
Brooksville, MS. Brooksville, MS.
J. R. Scribner, Jr. 68 President, 1971 235,610 (4) 19.6
Highway 25 South Scribner Equipment
Amory, MS. Co., Inc.
Amory, MS.
Sammy J. Smith 56 Owner, Smith & Byars 1977 1,119 .1
20 Tally Ho Drive Men's Clothing
Starkville, MS. Starkville, MS.
William H. Ward 74 Attorney at Law, 1960 4,948 (8) .4
302 Scales Street Ward and Rogers
Starkville, MS. Starkville, MS.
Henry S. Weiss 65 President, Industrial 1988 7,448 (9) .6
Waring Road Fabricators, Inc., and
Columbus, MS. Columbus Scrap Material
Co., Inc.
Columbus, MS.
E. Lloyd Wood 67 President, Lloyd Wood 1994 1,000 .1
23 Ridgeland Construction, Inc.
Tuscaloosa, AL. Tuscaloosa, AL.
All Officers and
Directors 30* 433,953 36.2
*Includes only executive officers as designated by the Corporation's Board
of Directors.
(1) Includes 6,734 shares which beneficial owner has shared voting and investment power.
(2) Includes 535 shares which beneficial owner has shared voting and investment power.
(3) Includes 166 shares which beneficial owner has shared voting and investment power.
(4) Includes shares held in J. R. Scribner Estate for which Director may exercise voting control.
(5) Includes 20,783 shares for which beneficial owner serves as trustee.
(6) Includes 1,192 shares which beneficial owner has shared voting and investment power.
(7) Includes 674 shares which beneficial owner has shared voting and investment power.
(8) Includes 2,474 shares which beneficial owner has shared voting and investment power.
(9) Includes 110 shares which beneficial owner has shared voting and investment power.
</TABLE>
The Corporation does not have a Nominating Committee. The
Corporation does have a standing Audit Committee.
Audit Committee (1995)
Sammy J. Smith, Chairman J. Nutie Dowdle Edith D. Millsaps
Ralph E. Pogue Allen B. Puckett, III Dr. James C. Ratcliff
William H. Ward Henry S. Weiss E. Lloyd Wood
Function: The Audit Committee which reports directly to the
Board of Directors and is composed of non-officer directors, evaluates
the work product of the Audit Department and offers general
supervision without imposing any limitation on the scope of the audit
function. The committee considers and recommends changes which might
improve the internal audit control. The committee had four meetings
during 1995.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
CASH COMPENSATION
The following table presents information concerning compensation
paid or accrued for services to the Corporation for the years 1993,
1994, and 1995 for the CEO and the four highest compensated executive
officers whose total annual salary and bonus exceeded $100,000 for the
most recent year. Perquisites and other personal benefits are less
than 10 percent of annual compensation and bonuses and, therefore,
excluded.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
__________________________
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1)
______________________ ______ ________ _______ __________________
Lewis F. Mallory, Jr. 1995 $234,000 $72,540 5,825*
Chairman of the Board 1994 225,000 69,750 5,963
& Chief Executive 1993 214,990 66,647 8,563
Officer
Mark A. Abernathy 1995 144,200 38,934 N/A
Executive Vice 1994 N/A N/A N/A
President and Chief 1993 N/A N/A N/A
Operating Officer
Carl M. Holloway 1995 105,370 24,235 4,963*
Executive Vice 1994 102,800 23,464 5,018
President 1993 101,800 23,414 4,499
Joel C. Clements 1995 101,140 23,262 3,738*
Executive Vice 1994 97,250 22,368 3,863
President 1993 93,500 21,505 2,961
Bobby L. Harper 1995 92,600 21,298 3,663*
Chairman, Executive 1994 89,500 20,585 3,529
Committee 1993 88,000 20,240 3,166
* The Employee Stock Ownership Plan portion of the 1995 "All Other
Compensation" is a good faith estimate since allocation data has not been
received from the actuarial firm responsible for administrative recordkeeping.
For information regarding Phantom Stock Benefit Plan for Lewis F. Mallory, Jr.
and Mark A. Abernathy see subsequent table. Also see subsequent disclosure
regarding Executive Employment Agreement for Lewis F. Mallory, Jr.
(1) All other compensation includes the Corporations's contribution to a
401-K Thrift Plan and Employee Stock Ownership Plan which are defined
contribution plans. All employees become participants in these plans
following one year of service and attainment of age 21. The individual's
cost in the Employee Stock Ownership Plan is determined by the ratio of his
annual compensation to the total compensation of all participants times the
annual contribution which was $165,000, $187,100 and $200,000 for calendar
years 1993, 1994 and 1995, respectively. Contributions for the 401-K plan
are a matching 25 percent contribution for all individuals voluntarily
contributing to the plan. Individual voluntary contributions are limited to
5 percent of annual compensation for matching purposes. Contributions to
the 401-K plan for all employees totaled $45,079, $54,180 and $54,866 for the
years 1993, 1994, and 1995, respectively.
LONG TERM INCENTIVE AWARDS
The Corporation provides a phantom employee stock benefit plan
whereby shares of the Corporation's stock have been assigned for the
benefit of two key employees at retirement. Under the terms of the
plan, retirement payments will be equal to the fair market value of
the stock plus any cash or stock dividends paid since the adoption of
the agreement. Compensation expense was recorded at the establishment
date based on the market value of the stock. The difference between
any increase or decrease in the value of the stock is recorded
annually as an adjustment to employee benefit expense.
PERFORMANCE OR OTHER
BENEFIT OBLIGATION PERIOD UNTIL MATURATION
NAME AS OF 12-31-95 OR PAYOUT
_____________________ __________________ ___________________________
Lewis F. Mallory, Jr. $136,586 Payable in cash at the
earlier of disability,
Mark A. Abernathy 42,060 death, or normal
retirement, defined as 65.
Benefit accrued includes
the cash equivalent of
stock market value with
accumulated dividends,
whether cash or stock.
DEFINED BENEFIT PLAN
NBC Capital Corporation maintains a retirement plan for employees
who are 21 years or older who have completed one year of service. The
following table specifies the estimated benefits payable upon
retirement under the plan to persons in the following remuneration and
years of service classifications.
5 Year Average
Annual Earnings 10 20 30 40 45
_________________ _______ _______ _______ _______ _______
$ 50,000 $ 8,710 $17,420 $26,130 $27,380 $28,005
75,000 13,710 27,420 41,130 43,005 43,943
100,000 18,710 37,420 56,130 58,630 59,880
125,000 23,710 47,420 71,130 74,255 75,818
150,000 or more 28,710 57,420 86,130 89,880 91,755
Benefits payable under the retirement plan are based on a formula
that takes into account the individual's average compensation using
the five highest earnings years and the number of years of credited
service. The above figures reflect the benefit and compensation
limits under federal law in effect for 1995. For that year, the
compensation limit was $150,000 and benefit limit was $112,153 (for
distribution under "life & 10 years certain" option). The
grandfathering of accrued benefits as of 12/31/95 under the pre-1994
compensation limits ($235,840 for 1993) for Lewis F. Mallory, Jr. is
not shown since he is not eligible to retire in the next 10 years.
The above amounts assume that the service period was completed in
1995 with the benefit in effect for years prior to 3/1/65 being used
for service to that date and the current formula being used for
service after 3/1/65. Benefits are not subject to any deduction for
Social Security benefits or other offset amounts and are payable at
age 65.
Credited years of service for those officers whose compensation
is disclosed in the summary compensation table follows:
CREDITED SERVICE YEAR
AS OF INDIVIDUAL
NAME JANUARY 1, 1996 REACHES AGE 65
_____________________ ________________ ______________
Lewis F. Mallory, Jr. 30.583 2008
Mark A. Abernathy 1.000 2022
Carl M. Holloway 21.583 2012
Joel C. Clements 12.000 2012
Bobby L. Harper 29.250 2006
COMPENSATION OF DIRECTORS
The annual basic retainer of non-employee directors is $6,900.
In addition to the basic retainer non-employee directors were paid
$450 per special committee meeting attended. Assuming attendance at
all 1995 meetings, Salary Committee, Audit Committee, Corporate
Responsibility Committee, and Trust Investment Committee were paid an
additional $1,800. Executive Committee members consisting of Hunter
M. Gholson, Robert S. Jones, Robert D. Miller, James R. Prude, Sarah
Scribner Prude, A. C. Puckett, Allen B. Puckett, III, William H. Ward
and Henry S. Weiss were additionally compensated in the amount of
$6,300 for serving in that capacity. The Secretary of the Board
received an additional $20,000. Additionally, Director James R. Prude
was reimbursed $2,824 for air fare to attend board meetings.
There were eleven meetings of the Board of Directors held during
1995. Of those directors serving during 1995 all attended more than
75 percent of the Board meetings and meetings of those committees of
which they were members with the exception of Directors Dowdle, A. C.
Puckett, Pogue, Ratcliff and Wood who were either out of town or ill
at the time.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Executive officer compensation, including that of Chief Executive
Officer Mallory, is evaluated by a compensation committee consisting
of outside directors. For 1995, members of this committee, which
reports its recommendations to the full Board, included Robert S.
Jones, Chairman, Hunter M. Gholson, Robert D. Miller, Sarah S. Prude,
Allen B. Puckett, III, J. R. Scribner, Jr., William H. Ward and Henry
S. Weiss.
The Committee develops its recommendation after reviewing
information compiled by The Wyatt Company, an actuarial and consulting
company with offices in principal cities around the world. This
company annually provides recommended salary adjustments on all of the
Corporation's salaried positions. The Wyatt Company was retained in
1985 to design and implement a Salary Administration Program which
would provide a basis for paying fair and competitive salaries
throughout the Corporation, while including a pay for performance
philosophy as an underlying principle.
It is the policy of NBC Capital Corporation to pay fair and
equitable salaries based on the relative value of each position to the
Corporation, giving due consideration to compensation paid for
comparable work by peer banks of similar size and financial
performance in its geographical area. The Corporations's position is
intended to foster the following goals: (1)attract and retain highly
qualified individuals by paying salaries which are competitive in the
market place, (2)provide maximum motivation to employees by paying
salaries within the latitude of established salary grade ranges, based
on individual job performance and (3)promote a progressive work force
through which the Corporation can attain its objectives.
To support the Corporation in these goals, The Wyatt Company
annually surveys the market to determine the value of each salaried
position. This survey data, the individual's level of responsibility,
the length of experience at this level, job performance (reviewed
annually using a formal management performance appraisal process), and
the Corporation's financial performance become components of a written
salary increase recommendation provided by the Consultant. The Salary
Committee evaluates Wyatt's recommendations, gives additional
consideration to recommendations of the CEO for subordinate executive
officers, and makes adjustments as necessary to maintain internal
equity in keeping with budgetary considerations. The Committee's
action is subject to approval by the full Board of Directors,
excluding those Directors who also serve as officers. The Board of
Directors did not modify or reject in any material way any action or
recommendation of the Salary Committee for 1995.
Based upon the Salary Committee's recommendation, the Board of
Directors has established a discretionary bonus policy which
distributes to all staff (excluding certain executive officers) a
portion of earnings exceeding a specific annual income goal. For
general staff, participation in such bonus pool, if any, is determined
by the pro rata share to total participating salaries of all staff
participating in the bonus pool. The Chief Executive Officer and
Executive Division Heads, including those executives whose total
compensation is disclosed in the Summary Compensation Schedule,
participate in a separate discretionary bonus pool based upon
attainment of the annual corporate income goal as well as a specific
annual Return on Average Asset goal. Peer group comparisons are
reviewed from the Consultant and Sheshunoff and Company, a bank
analyst firm, to ensure that the goals, if attained, position the
Corporation in the upper 25th performance percentile, nationally. CEO
Mallory's accrued bonus for 1995 was 31% of base salary. The bonus
for other executives was 23% of base salary with the exception of COO
Abernathy which was 27% of base salary.
The Securities and Exchange Commission requires that the Company
include in its Proxy Statement a line graph presentation comparing
cumulative, five-year shareholder returns on an indexed basis with a
performance indicator of the overall stock market and either a
nationally recognized industry standard or an index of peer companies
selected by the Company. The broad market index used in the graph is
the NASDAQ Market Index. The Company has chosen to use Media General
Financial Services Industry Group 045-East South Central Banks as its
peer group index. A list of the companies included in that index
follows the graph presentation shown below.
The graph presentation assumes that $100 was invested in shares
of relevant issuers on January 1, 1991, and the dividends were
immediately invested in additional shares. The value of the initial
$100 investment is shown at one year intervals for a five year period
ending 12/31/95. For purposes of constructing this data, the returns
of each component issuer have been weighed according to that issuer's
market capitalization.
GRAPH
FIVE YEAR CUMULATIVE TOTAL RETURN
OF NBC, NASDAQ MARKET AND MG GROUP INDEX
1/1/91 1991 1992 1993 1994 1995
______ ______ ______ ______ ______ ______
MG Group 100.00 163.59 169.68 179.35 180.09 241.99
NBC 100.00 101.18 124.51 188.51 227.42 262.16
NASDAQ 100.00 128.38 129.64 155.50 163.26 211.77
MG INDUSTRY GROUP 045-EAST SOUTH CENTRAL BANKS:
_______________________________________________
Alabama National Bankcorp Kentucky First Bancorp
AmSouth Bancorp Leader Financial Corporation
Banco Central Hispano S.A. LFS Bancorp, Inc.
Bancorp South, Inc. Mid-American Bancorp
Bank of Nashville, Tenn. National Commerce Bancorporation
Cardinal Bancshares, Inc. Peoples Banctrust Company
CBT Corporation Peoples First Corporation
Colonial BancGroup Class A Peoples Holding Company
Compass Bancshares, Inc. Pikeville National
Deposit Guaranty Corporation Regions Financial Corporation
Farmers Capital Bank Corporation S. Y. Bancorp, Inc.
First American Corporation, Tenn. South Alabama Bancorp
First City Bancorp, Inc. Southern Banc Co., Inc.
First Fed Financial, Kentucky Southfirst Bancshares
First Tennessee National Corporation SouthTrust Corporation
Fort Thomas Financial Corp TF Financial Corporation
Gateway Bancorp Inc., Kentucky Trans Financial Bancorp, Inc.
Hancock Holding Company Trustmark Corporation
Kentucky Enterprise Bancorp Union Planters Corporation
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
All members of the Salary Committee are non-officer directors.
Member Hunter M. Gholson is a partner in a law firm which was retained
by the Corporation during 1995 and which is anticipated to be retained
during 1996. During 1995, no executive officer of the Corporation or
any of its subsidiaries served as a member of the compensation
committee (or other board or committee performing similar functions)
or the board of directors of another entity, one or more of whose
executive officers served on the Executive Committee or the Board of
Directors of the Corporation.
OTHER INFORMATION
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file with the Securities
and Exchange Commission initial reports of ownership of common stock.
Executive officers and directors are required by Securities and
Exchange Commission regulation to furnish the Company with copies of
all Section 16(a) forms they file. The Company believes that during
the fiscal year ended December 31, 1995 all Section 16(a) filing
requirements applicable to the Company's executive officers and
directors were complied with.
During the calendar year 1995, the law firms of Gholson, Hicks
and Nichols; Holcomb, Dunbar, Connell, Chaffin and Willard; and Ward
and Rogers rendered legal services both to the Corporation and its
subsidiary and billed for those services, for which they were
compensated. Director Gholson is associated with Gholson, Hicks and
Nichols, a professional association. Director Pogue is associated
with Holcomb, Dunbar, Connell, Chaffin and Willard, a professional
association. Director Ward is associated with Ward and Rogers, a
professional association. Gholson, Hicks, and Nichols received a
total of $111,208 in legal fees during the calendar year 1995.
Corporate directors and executive officers and their associates
were customers of, and had transactions with, the Corporation's
subsidiaries, National Bank of Commerce of Mississippi and/or First
State Bank of Tuscaloosa, Tuscaloosa, Alabama, in the ordinary course
of business during 1995, and thus far in 1996. Additional
transactions may be expected in the future. All outstanding loans and
commitments included in such transactions are made in the ordinary
course of business, are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and do not
involve more than the normal risk of collectibility or present other
unfavorable features.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has entered into an Executive Employment Agreement
with Chief Executive Officer Lewis F. Mallory, Jr. The Agreement
which expires December 31, 1998 provides for continued employment for
a period of five (5) years from the date of a material change of
ownership and ensures that during said period of employment, the
salary, bonuses, and benefits shall be at least as great as currently
paid by the Bank. In the event of a change in control (defined as
sale, transfer or exchange of 80% or more of the capital stock) the
Company shall pay Officer Mallory a termination benefit equal to three
(3) times the average annual compensation paid during the five
calendar years preceding such change in control. In the absence of a
material change in ownership or change in control, employment may be
terminated by the Company at the discretion of the Board of Directors.
SELECTION OF AUDIT FIRM
The CPA firm of T. E. Lott and Company served as auditors for the
Corporation in 1995 and will serve as auditors for 1996. In addition
to the audit function, the firm was engaged to perform other
accounting functions for which they were compensated. All
professional services rendered by the firm were approved by the Board
of Directors. Representatives of T. E. Lott and Company are expected
to be present at the shareholders' meeting with the opportunity to
make a statement, if they desire to do so, and will be available to
respond to appropriate questions, should questions arise.
SHAREHOLDER PROPOSALS
Any shareholder who intends to make a proposal for inclusion in
the Corporation's proxy statement and form of proxy to be presented at
the 1997 Annual Shareholders Meeting must make such proposal on or
before December 10, 1996, and must comply with all the requirements of
rule 14a-8 under the Securities and Exchange Act of 1934. Any such
proposals should be sent to the attention of Mr. L. F. Mallory, Jr.,
Chairman of the Board and Chief Executive Officer of the Corporation
at its principal executive office located at NBC Plaza, Starkville,
Mississippi, 39759.
FORM 10-K
THE CORPORATION WILL FURNISH A COPY OF THE ANNUAL REPORT ON FORM
10-K TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1995. SUCH REQUEST SHOULD BE DIRECTED
TO THE ATTENTION OF MARTHA W. TAYLOR, P. O. DRAWER 1187, STARKVILLE,
MISSISSIPPI, 39760.
OTHER BUSINESS
The Board of Directors at the present knows of no other business
to be brought before this meeting. If any other business is presented
at the meeting or adjournment thereof, the accompanying proxy
solicited by the Board of Directors will be voted in accordance with
the recommendation of the Board of Directors.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ HUNTER M. GHOLSON
__________________________________
Hunter M. Gholson
Secretary
