ASSUMPTION BANCSHARES INC
DEFA14A, 1996-05-14
STATE COMMERCIAL BANKS
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                                        PROXY


                The  undersigned   hereby   constitutes   and
          appoints  _______________________,  with  power  of
          substitution,  the  proxies  of  the undersigned to
          attend  the  annual  meeting  of  shareholders   of
          Assumption  Bancshares, Inc. (the "Company") on May
          15, 1996, and  any adjournment thereof, and to vote
          the Company's common  stock standing in the name of
          the undersigned as designated below.

          1.    Election  of  Directors:

          With  regard to the following nominees for director, 
          each to serve a three-year term expiring at the 1999
          annual meeting of shareholders and until a successor
          is  duly elected  and has  qualified.  You  may cast 
          votes for up to four nominees.

                                                       WITHHOLD
              NOMINEES                      FOR        AUTHORITY
             ----------                   -------     -----------
             F.N. Carrier, Jr.             _____         _____
             Ridley J. Gros, Phd.          _____         _____
             Leonard C. Guedry, Jr.        _____         _____
             Robert J. Tregre              _____         _____

             J. Wilfred Daigle, Jr.        _____         _____
             Jess J. Waguespack            _____         _____
             Charles J. Melancon           _____         _____
             Lee H. Cafiero, Jr.           _____         _____


          The  Board  of  Directors  recommends that you vote
          AGAINST this proposal by checking  the  box  marked
          "AGAINST".

          2.    By-law  amendment  proposal:
                FOR  (   ) AGAINST (   ) ABSTAIN (   )

          3.    In  their discretion, to vote upon such other
                matters  as  may  properly  come  before  the
                meeting or any adjournment thereof.

         This proxy will be voted as specified.


         DATE:____________________       ________________________
                                         Signature of Shareholder
                                        

                                         _________________________
                                         Signature if held jointly

                                         Please  sign exactly as your
                                         name appears on the certificate
                                         or certificates representing
                                         shares to  be voted  by  this
                                         proxy (same as name appears on
                                         envelope containing these proxy
                                         materials). When signing as
                                         executor, administrator, attorney,
                                         trustee or guardian, please give
                                         full titles as such. If a 
                                         corporation, please sign in
                                         corporate name by president or
                                         other authorized officer. If a
                                         partnership, please sign in
                                         partnership name by authorized
                                         persons.


                                        


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