<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 sec. 240.14a-11(c) or sec. 240.14a-12
Peoples Financial Corporation
- --------------------------------------------------------------------------------
(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)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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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<PAGE> 2
[PEOPLES LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS GIVEN that, pursuant to a call of its Directors, the Annual Meeting
of Shareholders of Peoples Financial Corporation (the "Company") will be held
at The Peoples Bank, 152 Lameuse Street, Biloxi, Mississippi, on April 9, 1997,
at 7:00 P. M., local time, for the purpose of considering and voting upon the
following matters:
1. To elect five (5) Directors to hold office for a term of one (l) year,
or until their successors are elected and shall have qualified.
2. To approve the appointment of Piltz, Williams, LaRosa & Co. as the
certified public accountants of the Company.
3. To transact such other business as may properly come before the
meeting or any adjournments of the Company.
Only those shareholders of record at the close of business on February 14,
1997, shall be entitled to notice of, and to vote at, the meeting or any
adjournments thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE, SIGN AND
RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON. THE PROXY ALSO MAY BE REVOKED AT ANY TIME
PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY OR BY
EXECUTION OF A SUBSEQUENTLY DATED PROXY.
By Order of the Board of Directors
Chevis C. Swetman
Chairman, President and Chief Executive Officer
Dated and Mailed at
Biloxi, Mississippi
March 5, 1997
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<PAGE> 3
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
I. GENERAL
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Peoples Financial Corporation (the "Company") of Proxies
for the Annual Meeting of Shareholders (the "Annual Meeting") to be held at The
Peoples Bank, 152 Lameuse Street, Biloxi, Mississippi, on April 9, 1997, at
7:00 P.M., local time, and any adjournment thereof, for the purposes stated in
the foregoing Notice of Annual Meeting of Shareholders.
Shareholders of record of the Company's Common Stock (the "Common Stock"), at
the close of business on February 14, 1997, (the "Record Date") are entitled
to receive notice of and to vote at the Annual Meeting or any adjournments
thereof. On the Record Date, the Company had outstanding 738,168 shares. A
majority of the outstanding shares constitutes a quorum. Except in the election
of directors, each share of Common Stock entitles the holder thereof to one (l)
vote on each matter presented at the Annual Meeting for Shareholder approval.
Action on a matter is approved if the votes cast in favor of the action exceed
the votes cast opposing the action. Abstentions are not counted.
Any person giving a Proxy has the right to revoke it at any time before it is
exercised. A shareholder may revoke his Proxy (l) by revoking it in person at
the Annual Meeting, (2) by written notification to the Company which is
received prior to the exercise of the Proxy, or (3) by a subsequent Proxy
presented to the Company prior to the exercise of the Proxy. All properly
executed Proxies, if not revoked, will be voted as directed. If the shareholder
does not direct to the contrary, the shares will be voted "FOR" the nominees
listed thereon and "FOR" each of the proposals described. Solicitation of
Proxies will be primarily by mail. Officers, directors, and employees of The
Peoples Bank (hereinafter referred to as the "Bank") also may solicit Proxies
personally. The Company will reimburse brokers and other persons holding shares
in their names, or in the names of nominees, for the expense of transmitting
Proxy materials. The cost of soliciting Proxies will be borne by the Company.
The Board of Directors is not aware of any matters other than as set forth
herein which are likely to be brought before the meeting. If other matters do
come before the meeting, the persons named in the accompanying Proxy or their
substitutes will vote the shares represented by such Proxies in accordance with
the recommendations of the Board of Directors of the Company.
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<PAGE> 4
II. ELECTION OF DIRECTORS
The following nominees have been proposed by the Board of Directors for
election at the Annual Meeting. The shares represented by properly executed
Proxies will, unless authority to vote is withheld, be voted in favor of these
persons. In the election of directors, each shareholder may vote his shares
cumulatively by multiplying the number of shares he is entitled to vote by the
number of directors to be elected. This product shall be the number of votes
the shareholder may cast for one nominee or by distributing this number of
votes among any number of nominees. If a shareholder withholds authority for
one or more nominees and does not direct otherwise, the total number of votes
that the shareholder is entitled to cast will be distributed equally among the
remaining nominees. Should any of these nominees be unable to accept the
nomination, the shares will be voted for such other persons as the Board of
Directors shall nominate. Each director is elected to hold office until the
next annual meeting of shareholders and until his successor is elected and
qualified. Shareholders may make nominations at the meeting. The persons who
will be elected to the Board of Directors will be the five nominees receiving
the largest number of votes.
<TABLE>
<CAPTION>
Business Experience Director of Director of
Name Age During Last Five Years Company Since Bank Since
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Drew Allen 45 Director, The Peoples Bank; President, 1996 1993
Allen Beverages, Inc.
William A. Barq 74 Vice Chairman of the Board, The Peoples 1984 1971
Bank; Former Owner and President
(retired), Barq's Bottling Co., Inc.
Andy Carpenter 49 Executive Vice President, Peoples 1984 1984
Financial Corporation; Director and
Executive Vice President, The Peoples
Bank
Chevis C. Swetman 48 Chairman of the Board, President and 1984 1975
Chief Executive Officer, Peoples
Financial Corporation; Chairman of the
Board, Director, President and Chief
Executive Officer, The Peoples Bank
F. Walker Tucei 78 Director and Executive Vice President 1984 1975
(retired), The Peoples Bank
</TABLE>
L. V. Pringle, III, was elected to the Board at the annual meeting held on
April 8, 1996. Upon Mr. Pringle's death subsequent to that date, Drew Allen
was appointed to complete his term.
F. Walker Tucei is the father of Robert M. Tucei, who is Vice President and
Secretary of the Company.
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<PAGE> 5
III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On February 14, 1997, the Company had outstanding 738,168 shares of its Common
Stock, $1.00 par value, owned by approximately 442 shareholders. The following
is certain information about the shareholders beneficially owning more than
five percent of the outstanding shares of the Company.
<TABLE>
<CAPTION>
Amount and Nature of
Name & Address of Beneficial Owner Beneficial Ownership Percent of Class
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ella Mae Barq 56,880 7.71%
P. O. Box 1347
Biloxi, MS 39533-1347
Peoples Financial Corporation Employee Stock 94,280 12.77%
Ownership Plan & Trust
Chevis C. Swetman, Trustee
152 Lameuse Street
Biloxi, MS 39530
Chevis C. Swetman (1) 121,770 16.50%
1210 Beach Boulevard
Biloxi, MS 39530
</TABLE>
(1) Includes shares owned by Mr. Swetman's son, shares owned by Mr.
Swetman and his wife jointly, shares owned by Mr. Swetman's IRA
account, and shares owned by the IRA account of Mr. Swetman's wife.
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<PAGE> 6
IV. OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT
The table sets forth the beneficial ownership of the Company's Common Stock as
of February 14, 1997, by persons who are currently serving as directors,
persons nominated for election at the Annual Meeting and each of the executive
officers named in Section V hereof. Also shown is the ownership by all
directors and executive officers as a group. The persons listed have sole
voting and investment power as to all shares except as indicated. Percent of
outstanding shares of Common Stock owned is not shown where less than one
percent.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of Percent of Outstanding
Common Stock Shares of Common Stock
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Drew Allen 480
William A. Barq 9,360 1.27%
Andy Carpenter 760 (1)
Jeannette E. Romero 120
Thomas J. Sliman 360
Chevis C. Swetman 121,770 (2) 16.50%
F. Walker Tucei 2,788 (3)
Robert M. Tucei 4,604
Directors and executive officers of the
Company as a group 140,242 18.99%
</TABLE>
(1) Includes shares held in IRA accounts in the names of Mr. Carpenter and
his wife.
(2) See note (1) at Section III.
(3) Includes shares owned by Mr. Tucei's wife.
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<PAGE> 7
V. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation for 1996, 1995 and
1994 paid by the Company and its subsidiaries to the Company's Chief Executive
Officer and its only other executive officer where compensation in the form of
salaries and bonuses exceeded $100,000 in 1996. Also presented is the credited
years of service under the pension plan.
<TABLE>
<CAPTION>
Name and Principal Other Annual All Other Years of
Position Year Salary Bonus Compensation (1) Compensation Service
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Chevis C. Swetman, 1996 $ 142,200 $ 90,200 $ 8,144(2) 25
President and Chief
Executive Officer 1995 $ 141,550 $ 103,300 $ 11,349(2)
1994 $ 125,000 $ 80,400 $5,663 $ 11,301(2)
Andy Carpenter, 1996 $ 112,800 $ 50,800 $ 7,332(2) 19
Executive Vice
President 1995 $ 112,500 $ 55,000 $ 10,547(2)
1994 $ 105,400 $ 49,000 $ 9,669(2)
</TABLE>
(1) Includes the cost of Directors Deferred Income Plan
(2) Includes allocation pursuant to Employee Stock Ownership Plan
The Company had a non-contributory defined benefit pension plan covering
substantially all salaried, full-time employees. Effective December 31, 1991,
the pension plan was frozen and no additional benefits accrued under the plan.
The accrued benefit of each participant, other than a highly compensated
employee within the meaning of Section 414(q)(1)(A) or (B) of the Internal
Revenue Code, was equal to the employee's accrued benefit calculated as of
December 31, 1991. The accrued benefit of a highly compensated employee was
equal to the employee's accrued benefit as of the December 31 preceding the
plan year in which the employee became a highly compensated employee, but no
earlier than December 31, 1988. No new participants entered the Plan after
December 31, 1991.
Effective September 1, 1995, the pension plan was terminated and all
participants who had not received a prior distribution of their accrued benefit
from the plan and who had not incurred five consecutive one year
breaks-in-service were 100% vested. Approval was received from the Internal
Revenue Service on March 18, 1996, to terminate the Plan. Distributions were
made to the participants either through lump sum distributions or the purchase
of annuities with an insurance carrier in July and August of 1996. No assets
remained after satisfaction of all benefit liabilities.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of Chevis C. Swetman, Andy Carpenter,
Drew Allen, Tyrone J. Gollott, Jeffrey H. O'Keefe and Dan Magruder. Messrs.
Allen, Gollott, O'Keefe and Magruder are
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<PAGE> 8
directors of the Bank. Messrs. Swetman and Carpenter are officers and
directors of the Company and the Bank. Mr. Allen serves as chairman of the
Committee. It is the responsibility of the Committee to assess the performance
and establish base salaries and annual bonus compensation for the executive
officers.
In establishing the salary of the Chief Executive Officer, the Committee
primarily considered Mr. Swetman's past performance and the compensation levels
of chief executive officers of comparable financial institutions.
Specifically, the Committee utilized asset size peer group compensation data as
provided by the Mississippi Bankers Association ("MBA") and the Bank
Administration Institute ("BAI"). Additionally, in setting Mr. Swetman's
salary, performance criteria such as the Company's return on average assets,
return on equity and asset growth compared with prior years were considered.
No specific weights were assigned to these factors. Mr. Swetman's annual bonus
was determined primarily on the Committee's evaluation of the earnings
performance of the Company compared with prior years. No objective criteria
were utilized in this evaluation.
With respect to the other executive officers, the Committee's recommendation
concerning salaries was based upon the performance of these officers during
1995 as reflected by the performance of the Company. The performance of the
Company was evaluated by considering such criteria as return on average assets,
return on equity and asset growth. No specific weights were assigned to these
factors. Also, the Committee considered the asset size peer group compensation
data as provided by the MBA and BAI for executive officers with similar duties
and responsibilities. The amount of bonuses paid to these executive officers
was determined primarily on the Committee's evaluation of the earnings
performance of the Company in 1996 compared with prior years. No objective
criteria were utilized in this evaluation.
Messrs. Swetman and Carpenter abstain from discussions and decisions regarding
their own compensation.
This report was presented by the Compensation Committee:
Drew Allen, Chairman Tyrone J. Gollott Jeffrey H. O'Keefe
Andy Carpenter Dan Magruder Chevis C. Swetman
PERFORMANCE GRAPH
The following graph compares the Company's annual percentage change in
cumulative total shareholder return on common shares over the last five years
with the cumulative total return of companies with comparable market
capitalization and a peer group consisting of the Media General Financial
Services Industry Group 045-East South Central Banks. The broad market group
consists of publicly-held companies with total equity within five (5) percent
of the Company's as of December 31, 1996. The Company is not listed on an
exchange or over the counter market. A list of the companies included in the
peer group index follows the graph.
This presentation assumes that $100 was invested in shares of the relevant
issuers on December 31, 1991, and that dividends received were immediately
invested in additional shares. The graph plots the value of the initial $100
investment at one year intervals. For purposes of constructing this data, the
returns of each component issuer have been weighted according to that issuer's
market capitalization.
7
<PAGE> 9
FIVE YEAR CUMULATIVE RETURN
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996
Peoples Financial Corporation 100.00 108.59 141.73 174.51 206.65 235.18
Broad Market 100.00 101.48 109.13 92.78 102.50 104.26
Peer Group 100.00 103.72 109.63 110.09 147.93 191.11
</TABLE>
<TABLE>
MG Industry Group 045-East South Central Banks:
<S> <C> <C>
Alabama National Bancorp Eufaula Banccorp, Inc. Peoples First Corporation
AmSouth Bancorporation Farmers Capital Bank Corporation Peoples Holding Company
Area Bancshares Corporation First American Corporation, Tennessee Premier Financial Bancorporation
Banco Central Hispano, S.A. First Federal Financial, Kentucky Regions Financial Corporation
Bancorpsouth, Inc. First M & F Corporation S. Y. Bancorp, Inc.
Britton & Koontz Capital Corp. First Tennessee National Corporation South Alabama Bancorp
Cardinal Bancshares, Inc. Fort Thomas Financial Corporation Southern Banc Co., Inc.
CBT Corporation Gateway Bancorp, Inc., Kentucky Southfirst Bancshares
Colonial BancGroup Class A Hancock Holding Corporation SouthTrust Corporation
Community Federal Bancorp Kentucky First Bancorp TF Financial Corporation
Community Financial Group Mid America Bancorp Trans Financial, Inc.
Community Trust Bancorp, Inc. National Commerce Bancorporation Trustmark Corporation
Compass Bancshares, Inc. Peoples Banctrust Company Union Planters Corporation
Deposit Guaranty Corporation
</TABLE>
DIRECTORS' COMPENSATION
During 1996, directors who are employees of the Bank did not receive any
compensation for serving on the Board of the Bank or the Company or on any
Board Committee. Each non-employee director receives $200 per Board meeting
attended. The Vice-Chairman of the Bank's Board receives an annual retainer of
$3,000 and all other non-employee directors of the Bank receive an annual
retainer of $2,000. Directors may defer all or a portion of their directors'
fees pursuant to the Directors' Deferred Income Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
During 1996, no executive officer of the Company 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
of whose executive officers served on the compensation committee or board of
directors of the Company.
VI. TRANSACTIONS WITH MANAGEMENT
No officer, director, their related entities, or their immediate family members
have been indebted to the Company at any time during 1996. However, the Bank
has had in the past, now has, and expects to have in the future, banking
transactions in the ordinary course of its business with directors, officers,
principal
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shareholders and their related entities and immediate family members. These
transactions are on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with others, and do not involve more than normal risks of collectability or
present other unfavorable features. Other than these transactions, there were
no material transactions with any such persons during the year ended December
31, 1996.
VII. OTHER INFORMATION CONCERNING DIRECTORS
During 1996, the Company did not have standing audit, compensation, loan or
trust committees. However, during 1996, the Bank had standing audit,
compensation, loan and trust committees which met on a regularly scheduled
basis.
There were 16 meetings of the Board of Directors of the Company held during
1996. Of those directors serving during 1996, Drew Allen and William Barq
attended fewer than 75 percent of the Board meetings.
VIII. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors, executive officers of the Company and holders of more than 10
percent of the Company's outstanding shares are required to file reports under
Section 16 of the Securities Exchange Act of 1934. Federal regulations require
disclosure of any failures to file these reports on a timely basis. The
Company believes that during 1996 its officers, directors and greater than 10
percent beneficial owners complied with all filing requirements with the
following exception: Director Drew Allen, filed late one report which reported
his initial statement of beneficial ownership of securities.
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<PAGE> 11
IX. EXECUTIVE OFFICERS
The following sets forth certain information with respect to the executive
officers of the Company who are not also directors as of December 31, 1996:
<TABLE>
<CAPTION>
Name (Age) Position
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Jeannette E. Romero (51) First Vice President, Peoples Financial Corporation since
1994; Senior Vice President, The Peoples Bank since 1990
Thomas J. Sliman (60) Second Vice President, Peoples Financial Corporation since
1985; Senior Vice President, The Peoples Bank since 1988
Robert M. Tucei (50) Vice President and Secretary, Peoples Financial Corporation
since 1995; Senior Vice President, The Peoples Bank since
1988
David M. Hughes (41) Vice President, Peoples Financial Corporation since 1995;
Senior Vice President, The Peoples Bank since 1994
Lauri A. Wood (35) Chief Financial Officer and Controller, Peoples Financial
Corporation since 1994; Senior Vice President/Cashier, The
Peoples Bank since 1996
</TABLE>
X. INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Piltz, Williams, LaRosa & Co., a firm of
independent certified public accountants, as auditors for the fiscal year
ending December 31, 1997. Piltz, Williams, LaRosa & Co. has been auditors for
the Company since it commenced business in 1984 and have been associated with
The Peoples Bank since 1965.
The Company has been advised that neither the firm nor any of its partners has
any direct or any material indirect financial interest in the securities of the
Company or any of its subsidiaries, except as auditors and consultants on
accounting procedures and tax matters. The Board does not anticipate that
representatives of Piltz, Williams, LaRosa & Co. will attend the Annual
Meeting.
Although not required to do so, the Board of Directors has chosen to submit its
appointment of Piltz, Williams, LaRosa & Co. for ratification by the Company's
shareholders. It is the intention of the persons named in the PROXY to vote
such Proxy "FOR" the ratification of this appointment. If this proposal does
not pass, the Board of Directors will reconsider the matter.
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<PAGE> 12
XI. PROPOSALS OF SHAREHOLDERS
In order for a shareholder proposal to be included in a Proxy statement and
form of Proxy prepared by the Board of Directors, it must meet the requirements
of Rule 14a-8 of the Securities Exchange Act of 1934 and be received at the
principal executive offices of the Company not less than 120 days in advance of
the date the previous year's Proxy and form of Proxy were mailed to
shareholders. Thus, a shareholder proposal must be received before November 6,
1997 in order to be included in the Proxy statement and form of Proxy for the
1998 annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Chevis C. Swetman
Chairman
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<PAGE> 13
PROXY
PEOPLES FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
April 9, 1997
The undersigned hereby appoint(s) Chevis C. Swetman and Andy Carpenter, or
either of them, the true and lawful attorneys-in-fact for the undersigned, with
full power of substitution, to vote as proxies for the undersigned at the
Annual Meeting of Shareholders of Peoples Financial Corporation (the "Company")
to be held in the Directors' Room of The Peoples Bank, Biloxi, Mississippi,
39530, at 7:00 P.M., local time, on April 9, 1997, and at any and all
adjournments thereof, the number of shares which the undersigned would be
entitled to vote if then personally present, for the following purposes:
1. The election of the following five persons as directors.
(INSTRUCTIONS: AUTHORITY TO VOTE FOR ANY NOMINEE MAY BE WITHHELD BY LINING
THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.)
Drew Allen William A. Barq Andy Carpenter
Chevis C. Swetman F. Walker Tucei
For all nominees Against all
except as indicated ____________ nominees _____________
2. To approve the appointment of Piltz, Williams, LaRosa & Co. as the
independent certified public accountants of the Company.
Approve __________ Disapprove __________ Abstain __________
3. Transaction of such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Approve __________ Disapprove __________ Abstain __________
THIS PROXY, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY, WILL BE VOTED FOR THE ABOVE PROPOSALS, UNLESS A CONTRARY DIRECTION IS
INDICATED, IN WHICH CASE IT WILL BE VOTED AS DIRECTED. IF AUTHORITY IS GRANTED
PURSUANT TO PROPOSAL 3 ABOVE, THE PROXIES INTEND TO VOTE ON ANY OTHER BUSINESS
COMING BEFORE THE ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTION OF A MAJORITY
OF THE BOARD OF DIRECTORS OF THE COMPANY.
Please date the Proxy and sign your name exactly as it appears on the stock
records of the Company. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full titles as such. If signed as a corporation, please sign full
corporate name by authorized officer.
- --------------- ---------------------------------------
Date Signature
---------------------------------------
Signature
Number of Shares
----------------------
