<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COMMUNITY INDEPENDENT BANK, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO] COMMUNITY INDEPENDENT BANK, INC.
201 NORTH MAIN STREET, P.O. BOX 339
BERNVILLE, PENNSYLVANIA 19506
____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
____________________
To the Shareholders of Community Independent Bank, Inc.
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of
Community Independent Bank, Inc. will be held at Haag's Hotel, Shartlesville,
Pennsylvania, on Thursday, April 22, 1999, at 1:30 P.M. to hear the Annual
Report of the President and to vote upon the following matters:
1. To elect three Class 2 Directors to hold office for three years from
the date of election and until their successors shall have been elected and
qualified; for a list of nominees, see the enclosed Proxy Statement.
2. Other Business: To consider and act upon such other business as may
properly come before the Annual Meeting or any adjournments or postponements
thereof.
A Proxy Statement and a Proxy are enclosed. Please complete, sign, date
and return the Proxy as promptly as possible. The return of the enclosed Proxy
will not in any way affect a shareholder's right to attend the Annual Meeting.
By Order of the Board of Directors,
Linda L. Strohmenger
Secretary
March 18, 1999
<PAGE>
[LOGO] COMMUNITY INDEPENDENT BANK, INC.
201 NORTH MAIN STREET, P.O. BOX 339
BERNVILLE, PENNSYLVANIA 19506
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1999
APPROXIMATE DATE OF MAILING PROXY STATEMENT AND
PROXY TO SHAREHOLDERS:
MARCH 18, 1999
USE OF PROXY
A Proxy for use in connection with the Annual Meeting of Shareholders of
Community Independent Bank, Inc. (herein called the "Corporation") to be held on
Thursday, April 22, 1999, at 1:30 P.M., at Haag's Hotel, Shartlesville,
Pennsylvania, is enclosed. This Proxy is solicited by the Board of Directors of
the Corporation and costs of solicitation will be borne by the Corporation.
This Proxy is revocable by the person giving it, by filing with the Secretary of
the Corporation either a written notice revoking the Proxy or a duly executed
Proxy bearing a later date. Shares of stock of the Corporation represented by
properly executed and filed Proxies will be voted FOR the election as Class 2
Directors of the three nominees named in this Proxy Statement or so many of them
as can be elected, and upon the transaction of such other business as may
properly come before the meeting, in accordance with the best judgment of the
persons appointed as Proxies.
OUTSTANDING STOCK AND PRINCIPAL HOLDERS THEREOF
As of February 8, 1999, there were 696,774 shares of common stock of the
Corporation issued and outstanding, having a par value of $5.00 per share. Only
those shareholders of record at the close of business on February 8, 1999 will
be entitled to receive notice of, and to vote at, the Annual Meeting of
Shareholders of the Corporation. Each outstanding share of stock will entitle
the holder to one vote on all business of the meeting. Shareholders do not have
the right to vote their shares cumulatively with regard to the election of
Directors. A majority of the outstanding common stock present in person or by
proxy constitutes a quorum for the transaction of business at the Annual
Meeting. In the case of the election of Directors, the nominees receiving the
highest number of votes, up to the number of Directors to be elected, shall be
elected to the Board of Directors. Abstentions and broker non-votes will not
constitute or be counted as votes cast for purposes of the Annual Meeting.
To the best of the Corporation's information and belief, no person holds
beneficially, directly or indirectly, five percent (5%) or more of the
outstanding shares of the Corporation's common stock.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information relating to beneficial ownership
of shares of common stock of the Corporation by all of the Corporation's present
Directors, each nominee for Director, each named executive officer of the
Corporation set forth in the Summary Compensation Table, and by all of the
Corporation's Directors and executive officers as a group, without naming them,
as of February 8, 1999. Unless otherwise indicated in a footnote below, each
individual holds sole voting and investment power over the shares listed in the
table. For purposes of the table, beneficial ownership also includes any shares
which the individual has the right to acquire within 60 days of February 8, 1999
through the exercise of outstanding stock options granted pursuant to the
Corporation's stock option plans.
<TABLE>
<CAPTION>
NO. OF SHARES AND
NATURE OF BENEFICIAL PERCENTAGE
NAME OF BENEFICIAL OWNER POSITION WITH CORPORATION OWNERSHIP OF CLASS
- ----------------------------- -------------------------- --------------------- -----------
<S> <C> <C> <C>
John F. Hampson Director 1,700 (1) .24%
Frederick P. Krott Director 4,116 (2) .59%
Paul T. Manrodt Director 5,340 (3) .77%
Walter J. Potteiger Director 32,666 (4) 4.69%
Deborah K. Ritter Director 2,203 (5) .32%
John J. Seitzinger Director 4,800 (6) .69%
Arlan J. Werst President, Chief Executive 14,387 (7) 2.06%
Officer and Director
Stratton D. Yatron Director 4,700 (8) .67%
All Directors and Executive 75,551 10.84%
Officers (13 Persons)
</TABLE>
__________________
(1) Includes 100 shares held in trust for benefit of minor child and 1,000
shares which may be acquired upon exercise of stock options.
(2) Includes 300 shares held directly by spouse, 818 shares held in trust for
benefit of minor children and 1,000 shares which may be acquired upon
exercise of stock options.
(3) Includes 1,000 shares which may be acquired upon exercise of stock options.
(4) Includes 1,542 shares held directly by spouse and 1,000 shares which may be
acquired upon exercise of stock options.
-3-
<PAGE>
(5) Includes 120 shares held in trust for benefit of minor child and 1,000
shares which may be acquired upon exercise of stock options.
(6) Includes 1,000 shares which may be acquired upon exercise of stock options.
(7) Includes 3,803 shares held directly by spouse, 720 shares held by spouse in
a self-directed IRA and 333 shares which may be acquired upon exercise of
stock options.
(8) Includes 700 shares held in trust for benefit of child and 1,000 shares
which may be acquired upon exercise of stock options.
ELECTION OF DIRECTORS
The By-Laws of the Corporation provide that its business and affairs shall
be managed by a Board of Directors of not less than five nor more than twenty-
five persons. The Corporation's Board, as provided in its By-Laws, is divided
into three classes: Class 1, Class 2 and Class 3, with each class being as
nearly equal in number as possible. The Directors in each class serve terms of
three years each and until their successors are elected and qualified.
The Board of Directors has fixed the number of Directors in Class 2 at
three and nominated the three persons listed below for election as Class 2
Directors. Each nominee is presently a Director of the Corporation.
It is intended that the shares represented by the enclosed Proxy will be
voted for the election of the Class 2 nominees named below, unless such
authority to vote for one or more of the nominees is withheld. In the event
that one or more of the nominees is unable or unwilling to serve as a Director,
the persons named in the Proxy will vote for the election of such substitute
nominee, if any, as shall be named by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will be unable or unwilling
to serve as a Director, as each of the nominees has expressed his or her
willingness to serve if elected.
Certain information with respect to each nominee for Director and each
continuing Director is set forth below.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION AND PRINCIPAL DIRECTOR
NAME AND AGE OCCUPATION FOR PAST FIVE YEARS SINCE
- ------------ ------------------------------------------ --------
<S> <C> <C>
NOMINEES AS CLASS 2 DIRECTORS TO SERVE UNTIL 2002
John F. Hampson, V.M.D. Principal - Wyomissing Animal Hospital 1995
45
Deborah K. Ritter Director of Sales and Marketing, Kohl 1994
Building Products
47
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION AND PRINCIPAL DIRECTOR
NAME AND AGE OCCUPATION FOR PAST FIVE YEARS SINCE
- ------------ ------------------------------------------ --------
<S> <C> <C>
John J. Seitzinger Proprietor, Haag's Hotel 1986
69
CONTINUING CLASS 1 DIRECTORS SERVING UNTIL 2000
Frederick P. Krott Funeral Director - Lamm & Witman Funeral Home, Inc. 1990
52
Paul T. Manrodt Pastor Emeritus - Evangelical Lutheran Frieden's Church 1982
74
CONTINUING CLASS 3 DIRECTORS SERVING UNTIL 2001
Walter J. Potteiger President and Owner - Hilltop Express Co., Inc. 1993
59
Arlan J. Werst President, Chief Executive Officer and Director of the 1984
55 Corporation and Bernville Bank, N.A.
Stratton D. Yatron Secretary/Treasurer - Adelphi Kitchens, Inc. 1997
32
</TABLE>
__________________
There are no standing committees designated by the Board of Directors of
the Corporation.
During 1998, the Audit Committee of the Board of Directors of Bernville
Bank, N.A. (the "Bank"), a wholly-owned subsidiary of the Corporation, reviewed
the procedures of the Bank's internal audit department and the scope of the
external audit by the Corporation's independent auditors. The Committee also
reviewed the examination report of the Comptroller of the Currency and reported
to the Board of the Bank concerning the operation of the Bank in accordance with
law, regulation and sound management principles. The Committee held one meeting
in 1998. The members of the Committee are Mr. Manrodt, Mr. Potteiger, Mr.
Seitzinger, and Mr. Yatron.
The Executive Committee of the Bank reviews and evaluates compensation for
all levels of employment of the Bank. The Committee held four meetings during
1998. The members of the Committee are Mr. Krott, Mrs. Ritter, Mr. Hampson and
Mr. Werst.
Nominations for election as Director of the Corporation are made by the
full Board of Directors of the Corporation which held one meeting for this
purpose in January, 1999.
-5-
<PAGE>
The Board of Directors of the Corporation held ten meetings during 1998.
All incumbent Directors of the Corporation attended 75% or more of the aggregate
of: (1) the total number of meetings of the Board of Directors of the
Corporation (held during the period in which they served as a Director); and (2)
the total number of meetings held by all committees of the Board of Directors of
the Bank on which they served (during the periods that they served).
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the
Corporation and the Bank for services rendered in all capacities to the Chief
Executive Officer of the Corporation and the Bank. There are no other executive
officers of the Corporation or the Bank whose salary and bonus exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION AWARDS PAYOUTS
- ------------------------------------------------------------------------ ----------------------- ----------
SECURITIES
RESTRICTED UNDERLYING
NAME AND OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) SARS(#) PAYOUTS COMPENSATION
- -------------------- ------------ ------------ -------- ------------ ---------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Arlan J. Werst 1998 $ 139,045 $9,000 - - - - 500 - - $6,530 (2)
President and CEO
1997 $ 143,801 - - - - - - 1,000 - - $5,214 (2)
1996 $139,193 (1) - - - - - - - - - - $4,966 (2)
</TABLE>
- ------------------
(1) Includes director fees.
(2) Represents (i) the Corporation's contribution to 401(k) Plan, and (ii) the
amount paid as premium pursuant to a Term Life Insurance Plan.
STOCK OPTIONS
- -------------
The following table contains information concerning the grant of stock
options under the Corporation's 1996 Employee Stock Option Plan (the "Plan") to
the Chief Executive Officer during the year ending December 31, 1998.
-6-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) (1) FISCAL YEAR ($/SH) (2) DATE (3)
- ---- --------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Arlan J. Werst 500 29% $12.125 Dec. 24, 2008
</TABLE>
- ------------------
(1) The date of grant for all options is December 24, 1998. All options
granted are non-qualified stock options. None of the options granted may
be exercised during the first year after the date granted. Thereafter,
each optionee may exercise up to 33-1/3% of the options during the second
year after grant, up to 66-2/3% of the options during the third year after
grant and up to 100% of the options thereafter. To the extent not already
exercisable, the options become automatically exercisable in the event of a
"Change in Control" of the Corporation as defined in the Plan.
(2) The exercise price of all options granted is equal to the fair market value
of the common stock on the date of grant. The exercise price for options
issued under the Plan may be paid in (a) cash, (b) unless prohibited by the
Board of Directors of the Corporation, common stock of the Corporation
which will be valued by the Secretary of the Corporation at its fair market
value, or (c) unless prohibited by the Board of Directors of the
Corporation, any combination of cash and common stock of the Corporation
valued as provided in clause (b) above.
(3) Unless terminated earlier by the option's terms, incentive stock options
expire ten years after the date they are granted and non-qualified stock
options expire ten years and thirty days after the date they are granted.
Options terminate three months (but not later than the scheduled
termination date) after the date on which the optionee's employment is
terminated (whether such termination is voluntary or involuntary) other
than by reason of death or disability. Options terminate one year from the
date of termination due to death or disability (but not later than the
scheduled termination date). Options granted pursuant to the Plan are not
transferable, except by will or the laws of descent and distribution in the
event of death.
OPTION EXERCISES AND HOLDINGS
- -----------------------------
The following table sets forth information with respect to the Chief
Executive Officer of the Corporation concerning the exercise of options during
the year ending December 31, 1998 and unexercised options held as of the end of
1998.
-7-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (1)
- ---- ------------ ---------- --------------- -----------------
<S> <C> <C> <C> <C>
Arlan J. Werst -0- -0- 333/ $4,017/
1167 $14,108
</TABLE>
_________________
(1) Fair market value of common stock at year end ($12.125 per share).
DIRECTOR COMPENSATION
- ---------------------
The Bank pays Directors $185 for each meeting attended, plus $185 for each
committee meeting attended if held on dates other than those on which the full
Board meets, plus an annual fee of $1,500. Beginning in 1997, director fees are
not paid to employee directors.
In February, 1996, the Board of Directors of the Corporation adopted a
Stock Option Plan for Non-Employee Directors (the "Director Plan"). As of April
1, 1996, each of the then six non-employee Directors of the Corporation was
automatically granted an option to purchase 500 shares of the Corporation's
common stock at an exercise price of $19 per share. Each person who was not a
Director of the Corporation or any subsidiary as of April 1, 1996 and who was
first elected or appointed as a Director of the Corporation or any subsidiary
after April 1, 1996 shall, as of the date of such person's election or
appointment to the Board of Directors, automatically be granted an option to
purchase 500 shares of the Corporation's common stock. On the fifth anniversary
of the initial option grants described above and provided the person continues
to be a non-employee Director on such anniversary, such person shall, on such
fifth anniversary, automatically be granted an option to purchase 500 shares of
the Corporation's common stock.
The option price for options issued under the Director Plan will be equal
to the fair market value of the Corporation's common stock on the date of the
election, re-election or appointment of the non-employee Directors. Fair market
value of the Corporation common stock will be determined by the Board of
Directors.
Payment of the option price on exercise of options granted under the
Director Plan may be made in (a) cash, (b) (unless prohibited by the Board of
Directors) Corporation common stock which will be valued by the Secretary of the
Corporation at its fair market value, or (c) (unless prohibited by the Board of
Directors) any combination of cash and common stock of the Corporation valued as
provided in clause
-8-
<PAGE>
(b) above. Options granted pursuant to the Director Plan shall be non-qualified
stock options and may be exercised in full, or from time to time, beginning on
the earlier to occur of (i) one year after the date of grant, or (ii) a "Change
in Control" of the Corporation, as such term is defined in the Director Plan.
Unless terminated earlier by the option's terms, options granted under the
Director Plan will expire ten years after the date they are granted. Options
also will terminate three months after the optionee ceases to be a Director of
the Corporation or a subsidiary for any reason, but in no event later than ten
years after the date of option grant. Options granted pursuant to the Director
Plan are not transferable, except by the laws of descent and distribution in the
event of death.
DEFERRED COMPENSATION PLANS
- ---------------------------
On June 26, 1997, the Bank adopted various deferred compensation plans for
certain directors of the Bank. Under the plans' provisions, benefits will be
payable upon retirement, death or permanent disability of the participant.
EXECUTIVE SALARY CONTINUATION PLAN
- ----------------------------------
On June 26, 1997, the Bank adopted a Salary Continuation Plan for certain
Executive Officers as a supplemental retirement benefit. Mr. Werst's annual
benefit under this plan is $47,000 for a duration of 15 years, totaling $705,000
in total benefits paid. To fund the benefits under this plan and the Deferred
Compensation Plans, the Bank is the owner and the beneficiary of life insurance
policies on the lives of the directors and officers. The policies had an
aggregate cash surrender value of $1,887,123 as of December 31, 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank has had, and expects to have in the future, loan and other banking
transactions in the ordinary course of business with many of its directors,
officers and their associates. All extensions of credit to such persons have
been made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and in the opinion of the management
of the Bank, do not involve more than a normal risk of collectibility or present
other unfavorable features. All loans to directors or executive officers of the
Corporation or the Bank require the approval of the Board of Directors except
for the member requesting such loan who is prohibited from attending the
discussion or participating in the vote on such loan.
-9-
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
directors and certain officers of the Corporation file reports of ownership and
changes in ownership with the Securities and Exchange Commission as to the
shares of Corporation common stock beneficially owned by them.
Based solely on its review of copies of such forms received by it, the
Corporation believes that during the Corporation's fiscal year ending on
December 31, 1998, all filing requirements applicable to its directors and
officers were complied with in a timely fashion.
RELATIONS WITH INDEPENDENT AUDITORS
Beard and Company, Inc., Reading, Pennsylvania, was the appointed
independent auditor for the Corporation and the Bank in 1998. It is anticipated
that Beard and Company, Inc. will be selected for the current year. During
1998, the independent auditors, Beard and Company, Inc. performed certain non-
audit services which are in addition to its basic engagement for the examination
of the Corporation and Bank's financial statements. A representative of Beard
and Company, Inc. will be present at the Annual Meeting of Shareholders to make
a statement if he desires to do so and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
The Corporation must receive by November 19, 1999 any shareholder proposals
for such proposals to be considered for inclusion in the Corporation's Proxy
Statement and Proxy for the 2000 Annual Meeting of Shareholders.
-10-
<PAGE>
OTHER BUSINESS
The Board of Directors of the Corporation does not intend to present any
business at the Annual Meeting other than the matters hereinabove referred to,
and the Board does not know of any other matters to be presented for action at
the meeting. Discretionary authority to vote on any other matters that may come
before the meeting will be conferred by such Proxies upon the person voting
them, unless a shareholder specifically indicates in such Proxy that such
authority is withheld. It is the intention of the persons designated as proxies
to vote in accordance with their best judgment on such matters.
It is important that proxies be returned promptly. Shareholders are urged
to vote, sign, date and return the accompanying form of Proxy in the enclosed
envelope.
By Order of the Board of Directors,
Linda L. Strohmenger
Secretary
March 18, 1999.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO ANY SHAREHOLDER ON WRITTEN
REQUEST OF A SHAREHOLDER, A COPY OF THE CORPORATION'S ANNUAL REPORT FILED ON
FORM 10-KSB WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
SECURITIES EXCHANGE ACT OF 1934, FOR THE CORPORATION'S YEAR ENDED DECEMBER 31,
1998. SUCH REQUEST SHOULD BE MADE TO LINDA L. STROHMENGER, SECRETARY, BERNVILLE
BANK, N.A., 201 NORTH MAIN STREET, BERNVILLE, PA 19506.
-11-
<PAGE>
[LOGO] COMMUNITY INDEPENDENT BANK, INC.
March 18, 1999
ARLAN J. WERST
President and Chief
Executive Officer
To The Shareholders of Community Independent Bank, Inc.
The Annual Meeting of Shareholders of your Corporation, Community
Independent Bank, Inc., will be held at Haag's Hotel, Shartlesville,
Pennsylvania, on Thursday, April 22, 1999, at 1:30 P.M. A Notice of the Annual
Meeting, a Proxy Statement and a Proxy are enclosed.
The 1998 Annual Report of Community Independent Bank, Inc. also is
enclosed. The Annual Report includes our consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
If you plan to attend the Annual Meeting, there is enclosed a return card
for you to indicate that you will be with us for lunch, so that we may plan
accordingly. We urge you to complete, sign, date and return the Proxy as
promptly as possible, whether or not you plan to attend the meeting in person.
A postage paid return envelope is enclosed for your convenience. The return of
the enclosed Proxy will not in any way affect a shareholder's right to attend
the Annual Meeting.
Very truly yours,
Arlan J. Werst
President and Chief Executive Officer
-12-
<PAGE>
APPENDIX A
Proxy Solicited By the Board of Directors of Community Independent Bank, Inc.
The undersigned hereby appoints John E. Himmelberger, Shirley E. Wetzel,
and Quentin A. Gettel, and each of them, attorneys with full power of
substitution and revocation, to attend the Annual Meeting of Shareholders of
Community Independent Bank, Inc. on April 22, 1999, and any adjournment thereof,
and to vote all shares which the undersigned would be entitled to vote if
personally present upon the following matters and upon such other business as
may properly come before said Annual Meeting or any adjournment thereof. If
more than one of said proxies or their respective substitutes shall be present
and vote at said meeting or any adjournment thereof, a majority of them so
present shall have and shall exercise all the powers granted hereby.
(1) Election of Class 2 Directors:
__ FOR ALL NOMINEES LISTED BELOW __ WITHHOLD AUTHORITY
(except as marked to the contrary to vote for nominees listed
below) below)
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through his or her name in the list below:
John F. Hampson, Deborah K. Ritter, John J. Seitzinger
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
================================================================================
(reverse side of proxy card)
(PLEASE DATE, ALL PROXIES WILL BE VOTED IN ACCORDANCE WITH THE
SIGN AND RETURN INSTRUCTIONS NOTED HEREON. IN THE ABSENCE OF
THIS PROXY IN THE INSTRUCTIONS, THIS PROXY WILL BE TREATED AS
ENCLOSED GRANTING AUTHORITY TO VOTE "FOR" THE ELECTION OF
ADDRESSED ALL NOMINEES FOR CLASS 2 DIRECTORS AS LISTED ON THE
ENVELOPE.) REVERSE SIDE.
The undersigned hereby acknowledges receipt
of the Proxy Statement dated March 18, 1999
and hereby revokes any proxy or proxies
heretofore given to vote shares at said
meeting or any adjournments thereof.
Dated:
---------------------------------------------
_____________________________________________
_____________________________________________
Sign here exactly as name(s) appears on left.
