<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
NATIONAL BANCSHARES CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(1) 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: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
NATIONAL BANCSHARES CORPORATION
112 West Market Street
Orrville, Ohio 44667
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of National
Bancshares Corporation (the "Company") will be held at the operations center of
First National Bank, 1444 North Main Street, Orrville, Ohio on April 22, 1999 at
2:00 P.M. for the following purposes:
(1) To elect three Directors in Class III for a three-year term ending in
2002;
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Holders of Common Shares of record at the close of business on March 15,
1999 are entitled to receive notice of and to vote at the Annual Meeting.
By Order of the Board of Directors.
Kenneth R. VanSickle
Secretary
March 22, 1999
<PAGE> 3
NATIONAL BANCSHARES CORPORATION
112 West Market Street
Orrville, Ohio 44667
Mailed on or about March 22, 1999
Annual Meeting of Shareholders to be on April 22, 1999
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of National Bancshares Corporation (the
"Company") to be used at the Annual Meeting of Shareholders of the Company to be
held on April 22, 1999, and any adjournments or postponements thereof. The time,
place and purposes of the Annual Meeting are stated in the Notice of Annual
Meeting of Shareholders which accompanies this Proxy Statement.
The enclosed form of proxy is being solicited on behalf of the Board of
Directors of the Company and will be voted in accordance with the instructions
contained thereon, if it is returned duly executed and is not revoked.
If no choice is specified on the Proxy, it will be voted FOR the election
of each of the individuals nominated by the Board of Directors and FOR the
approval and adoption of each of the other proposals listed thereon. A
shareholder may revoke a proxy at any time before it is exercised either in
person at the Annual Meeting or by delivery to the Secretary of the Company of
written notice of revocation or by a duly executed proxy bearing a later date.
Proxies will be solicited by mail, but this solicitation may be
supplemented by using regular employees of the Company and its subsidiaries to
solicit proxies personally or by telephone without additional compensation. The
costs of solicitation will be borne by the Company and its subsidiary. The
Company may pay persons holding shares for others their expenses for sending
proxy materials to their principals. This Proxy Statement is being mailed to
shareholders on or about March 22, 1999.
The outstanding voting securities of the Company at the close of business
on March 15, 1999, the record date for the meeting, consisted of 2,255,035
Common Shares, with each share having one vote on all matters coming before the
meeting. The number of Common Shares owned by each Director (including the
Company's President who is included in the Executive Compensation tables below)
is set forth on page 3 of this Proxy statement. The following table sets forth
share ownership information, as of February 16, 1999, with respect to all
Directors and officers of the Company as a group. The Company is not aware of
any shareholders having beneficial ownership of more than five percent (5%) of
the Common Stock of the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF PERCENT OF
COMMON SHARES (A) COMMON SHARES
------------------ -------------
<S> <C> <C>
All Directors and officers as a group (13 persons):
Sole voting power.................................... 168,183.9407 7.44%
Shared voting power.................................. 19,348.0722 .86%
</TABLE>
- ---------------
(a) See footnote (a) to the table set forth on page 3 of this Proxy Statement.
At the Annual Meeting, in accordance with the General Corporation Law of
Ohio and the Company's Code of Regulations (the "Regulations"), the inspectors
of election appointed by the Board of Directors for the Annual Meeting will
determine the presence of a quorum and will tabulate the results of shareholder
voting. As provided by the General Corporation Law of Ohio and the Regulations,
holders of shares entitling
1
<PAGE> 4
them to exercise a majority of the voting power of the Company, present in
person or by proxy at the Annual Meeting, will constitute a quorum for such
meeting. The inspectors of election intend to treat properly executed proxies
marked "abstain" as "present" for these purposes. Such inspectors will also
treat as "present" shares held in "street name" by brokers that are voted on at
least one proposal to come before the Annual Meeting.
Nominees for election as directors receiving the greatest number of votes
will be elected directors. Votes that are withheld or broker non-votes in
respect of the election of directors will not be counted in determining the
outcome of the election. The General Corporation Law of Ohio provides that if
notice in writing is given by any shareholder to the President, a Vice President
or the Secretary of the Company not less than 48 hours before the time fixed for
holding the meeting that the shareholder desires the voting at the election to
be cumulative, each shareholder shall have cumulative voting rights in the
election of directors. Cumulative voting enables shareholders to give one
nominee for director as many votes as is equal to the number of directors to be
elected multiplied by the number of shares in respect of which a shareholder is
voting, or to distribute votes on the same principle among two or more nominees,
as the shareholder sees fit.
Pursuant to the Company's Regulations, all other questions and matters
brought before the Annual Meeting will be, unless otherwise provided by law or
by the Articles of Incorporation of the Company, decided by the vote of the
holders of a majority of the outstanding shares entitled to vote thereon present
in person or by proxy at the Annual Meeting. In voting for such other proposals,
votes may be cast in favor, against or abstained. Abstentions will count as
present for purposes of the item on which the abstention is noted and will have
the effect of a vote against. Broker non-votes, however, are not counted as
present for purposes of determining whether a proposal has been approved and
will have no effect on the outcome of any such proposal.
VOTING OF PROXIES
Common Shares represented by properly executed proxies in the enclosed form
received at or prior to the Annual Meeting will be voted in accordance with the
instructions contained therein and, in the absence of contrary instructions,
will be voted to elect as directors the three (3) persons named below and will
be voted for the approval and adoption of each of the other proposals listed on
the proxy.
The Board of Directors is not aware of any other matter that will be
presented for action at the Annual Meeting. If any other matter properly comes
before the Annual Meeting, it is intended that Common Shares represented by
properly executed proxies in the enclosed form will be voted in respect thereof
in accordance with the best judgment of a majority of the persons voting the
proxies.
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes (Class
I, Class II and Class III). At each Annual Meeting of Shareholders, directors
constituting one class are elected for a three-year term. The Regulations of the
Company currently provide that the total number of directors shall be eleven.
Currently there are three Directors in Class I and four Directors in each of
Classes II and III.
It is proposed that at the Annual Meeting to be held on April 22, 1999,
that nominees for the directors to be elected to Class III for a three-year term
expiring in 2002 are Charles J. Dolezal, John W. Kropf and James F. Woolley. The
aggregate number of directors of the Company is eleven (11) as specified in the
Company's Regulations. Only nine (9) individuals are continuing to serve as
directors of the Company and therefore, a vacancy has been created in each of
Class II and Class III. These vacancies can be filled any time prior to the
Annual Meeting in 2000 by a majority of the whole Board to serve the unexpired
term.
2
<PAGE> 5
If any nominee is unable or unwilling to serve as a director on the date of
the Annual Meeting (a situation which is not contemplated by the Board of
Directors at the present time), the proxies will be voted for the election of
such substitute nominee, if any, as may be designated by the Board of Directors
and for the remaining nominees. The following tables set forth information with
respect to each of the three nominees for election as a director, and the
directors whose terms have not yet expired, including age, principal occupation
for at least the past five years, the year in which he or she first became a
director of the Company and the Company's wholly owned subsidiary, First
National Bank, and the number of Common Shares of the Company beneficially owned
as of February 16, 1999.
NOMINEES TO BE ELECTED FOR THREE YEAR TERM
EXPIRING IN 2002 -- CLASS III
<TABLE>
<CAPTION>
COMMON SHARES
beneficially owned (a)
-----------------------
PRINCIPAL OCCUPATION DIRECTOR PERCENT
NAME OR EMPLOYMENT AGE SINCE (b) SHARES OF SHARES
- ----------------- --------------------------- --- --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Charles J. President 46 1982 7,914.9259* .53
Dolezal First National Bank & 4,144.7130**
National Bancshares Corp.
John W. Kropf(1) Attorney-at-Law 55 1974 29,538* 1.57
5,880**
James F. Woolley Chief Executive Officer 62 1974 97,792* 4.44
R.W. Screw Products, Inc. 2,595.1882**
</TABLE>
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 1999 ANNUAL MEETING
DIRECTORS WITH TERM EXPIRING IN 2000 -- CLASS I
<TABLE>
<S> <C> <C> <C> <C> <C>
Bobbi Douglas Executive Director 40 1998 100* .004
Wayne County
Alcoholism Services,
Every Woman's House
John E. Sprunger President 61 1987 1,319.9248* .07
Kidron Auction, Inc. 247.9809**
Howard J. Wenger President 56 1998 19,863.1965* .88
Wenger Excavating, Inc., 254.3081**
Northstar Asphalt, Inc.,
Lake Region Oil, Inc.
</TABLE>
DIRECTORS WITH TERM EXPIRING IN 2001 -- CLASS II
<TABLE>
<S> <C> <C> <C> <C> <C>
Sara Balzarini Member of Management 42 1989 10,211.3957* .45
Committee,
Contours, Inc.
Steve Schmid President Smith Dairy 47 1989 992* .22
Products 3,982**
Albert W. Yeagley Plant Manager 51 1997 256.4978* .01
J.M. Smucker Company
</TABLE>
* Sole Voting Power
** Shared Voting Power
3
<PAGE> 6
- ---------------
(a) The Securities and Exchange Commission has defined "beneficial owner" of a
security to include any person who has or shares voting power or investment
power with respect to any such security or who has the right to acquire
beneficial ownership of any such security within 60 days. Unless otherwise
indicated, such shares are held directly by the individual as to which such
person has sole voting and investment powers.
(b) Indicates the year first elected to the Board of the Company and/or sole
subsidiary, First National Bank. All current Directors of the Company are
also directors of First National Bank.
(1) John W. Kropf has been the bank's legal counsel for a number of years and
will be retained in the same capacity for the current fiscal year.
None of the nominees are related by blood, marriage or adoption.
COMMITTEES
The Company currently conducts no business other than the ownership of its
sole subsidiary, First National Bank. The Board of Directors of the Company met
six (6) times during 1998. The Company has no formal committees other than its
Audit Committee.
The basic responsibility of the Audit Committee is a review of the annual
audit with the Company's external auditors, and the implementation of
recommendations, where feasible, arising from that audit, and the continued
monitoring of the internal audit program. The Committee also reviews the results
of any special audit requested by the Board of Directors, either by external
auditors or by internal audit personnel. Meetings of the Audit Committee are
held as needed. During 1998, the Audit Committee met four (4) times. Audit
Committee members are Sara Balzarini, John E. Sprunger and Albert Yeagley. These
individuals also serve as the Audit Committee of First National Bank, and
perform the same functions at that level.
The Board of Directors of First National Bank, met twelve (12) times during
1998.
First National Bank also maintains an Executive Committee as a standing
committee. The basic responsibilities of the Executive Committee are in-depth
consideration of certain general policy matters for possible recommendation to
the Board of Directors for its consideration; the review and approval or
rejection of major personnel or other matters brought before the Committee by
Management; and the determination of employee compensation. The Executive
Committee also serves as the Nominating Committee. Executive Committee members
are: Charles J. Dolezal, John W. Kropf, Steve Schmid and James F. Woolley.
During the last fiscal year the Executive Committee held three (3) meetings.
DIRECTOR COMPENSATION
Directors of the Company currently receive no compensation for their
service in that capacity. All current directors of the Company are directors of
First National Bank and receive $425 per meeting of the Board of First National
Bank. If a director is absent for three meetings in a given year, the director
will not receive the $425 per meeting fee for any other months in which the
director is absent from a meeting during that year. In addition, Executive
Committee members receive a fee of $350 for each Executive Committee meeting
which they attend, with the exception of Charles J. Dolezal. Audit Committee
members receive $350 per meeting attended.
First National Bank has implemented a director retirement benefit and death
benefit plan for the benefit of all members of the Board of Directors of First
National Bank. The plan is called the Director Defined Benefit Plan and is
designed to provide an annual retirement benefit to be paid to each director
upon retirement from the Board. The retirement benefit provided to each director
is an annual benefit equal to $1,000 for each year of service on the Board from
and after August 24, 1994. In addition, each director shall have the option of
deferring any portion or all of his or her director's fees to a maximum of
$1,000 per month until retirement.
4
<PAGE> 7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer for the fiscal years ended December 31,
1996, 1997 and 1998. Pursuant to Securities and Exchange Commission rules,
summary information concerning other officers of the Company is not required to
be set forth in the following table.
<TABLE>
<CAPTION>
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) COMPENSATION(3)
------------------ ---- ------ -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Charles J. Dolezal
Chairman of the Board, 1998 $162,000 $23,045 $5,000 $11,473
President and Chief
Executive Officer, 1997 150,000 21,740 4,800 11,521
National Bancshares
Corporation and First 1996 140,000 20,710 3,900 10,976
National Bank
</TABLE>
- ---------------
(1) First National Bank has an Employee Stock Purchase Incentive Plan for all
full-time employees. Under the Plan each employee is entitled to receive a
cash payment from First National Bank equal to 20% of the purchase price of
the Company's Common Shares acquired by the employee on the open market up
to a maximum of 100 shares per calendar year. Cash payment received by the
Chief Executive Officer equaled $1,045, $740 and $710 for the years ending
1998, 1997 and 1996, respectively.
(2) Director Fees Received
(3) 401(k) Pension Plan employer contributions.
The Bank maintains a 401(k) plan which covers substantially all employees.
The plan allows employees to contribute up to 15% of their pay with the Bank
matching 50% of contributions up to 6% of an employee's pay. Discretionary
contributions may also be made to the plan.
Group life, disability, hospitalization, and medical insurance plans are
offered to officers of the Company and its subsidiary on the same basis as all
other salaried personnel. Directors are offered hospitalization and medical
insurance plans on the same basis as all salaried personnel. The Chief Executive
Officer has use of an automobile for his use in conducting the Company's
business, and for personal use on a limited basis, which the Company considers
to be insignificant. No individual received personal benefits in excess of the
lesser of either $50,000 or 10% of the total of their annual salary and bonus.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Securities and Exchange Commission rules require the Company to supply
information regarding compensation and benefits provided to selected officers of
the Company. Disclosure requirements as applied to this Company include only the
Company's Chairman, President and Chief Executive Officer. The Executive
Committee of First National Bank administers the executive compensation program
for the Company and its subsidiary. In that connection, it makes and establishes
policy and practices for compensation and makes recommendations to the full
board with respect to specific compensation for the president and other
executive officers.
The compensation for the Company's executives is designed to reward
individual and Company performance and to reflect compensation paid to other
executives of comparably sized financial institutions in this geographic area.
This analysis is based upon the subjective judgment of the Committee members and
is not determined by specific formulas.
On the 25th day of November, 1997, the Committee met to review compensation
for all employees of the bank. Charles J. Dolezal, President and Chief Executive
Officer, attended the meeting to suggest to the Committee his recommendations
regarding senior management, other salaried and hourly employees.
5
<PAGE> 8
Mr. Dolezal was excused from the meeting during the time that his compensation
was discussed by the Committee.
In addition to base salaries, cash bonuses are paid to executive officers
based on the same criteria that is used to establish base salaries with
additional emphasis placed on that year's performance.
Additional benefits received by Mr. Dolezal (other than his
Company-provided automobile) and other executive officers is equivalent to
benefits received by all other full-time employees.
Charles J. Dolezal--John W. Kropf--Steve Schmid--James F. Woolley
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As described above, Mr. Dolezal is a member of the Executive Committee
which oversees the Company's executive compensation programs. As previously
noted, however, Mr. Dolezal is excused from meetings of the Executive Committee
at which time his compensation is discussed.
PERFORMANCE GRAPH
The following represents a comparison of return on an investment in the
Corporation, Standard and Poor's 500 and a peer group composed of major regional
banks and bank holding companies.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG NATIONAL
BANCSHARES CORPORATION, S&P 500 INDEX AND S&P MAJOR REGIONAL BANK INDEX
<TABLE>
<CAPTION>
S&P MAJOR REGIONAL BANK
NATIONAL BANCSHARES CORP. S&P 500 STOCK INDEX INDEX
------------------------- ------------------- -----------------------
<S> <C> <C> <C>
'1993' 100.00 100.00 100.00
'1994' 115.33 101.32 94.65
'1995' 150.06 139.40 149.03
'1996' 188.95 171.40 203.63
'1997' 261.01 228.59 306.20
'1998' 323.55 293.91 338.30
</TABLE>
* Assumes a reinvestment of dividends and a $100 initial investment.
TRANSACTIONS WITH DIRECTORS AND OFFICERS
Certain Directors, Officers and principal shareholders and their associates
were customers of and had various transactions with the Company's subsidiary,
First National Bank, in the ordinary course of business in 1998 and similar
additional transactions may be expected to take place in the future. All loans
and loan
6
<PAGE> 9
commitments involving Directors, Officers and their associates by the Company's
subsidiary Bank were made on substantially the same terms, including interest
rates and collateral, as those prevailing at that time for comparable
transactions with other persons, and do not involve more than the normal risk of
collectibility, or present other unfavorable features.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders which are intended by such holders to be
presented at the next Annual Meeting of Shareholders of the Company must be
received by the Company not later than December 1, 1999, for inclusion in the
Company's Proxy Statement and form of proxy relating to that Annual Meeting.
Proposals should be sent to Charles J. Dolezal, President, National Bancshares
Corporation, 112 West Market Street, PO Box 57, Orrville, Ohio 44667.
AUDIT MATTERS
The Board of Directors selected Crowe, Chizek and Company LLP as
independent auditors for 1998. It is anticipated that one or more
representatives of that firm will attend the Annual Meeting, will have an
opportunity to make a statement if they desire to do so, and will be available
to answer appropriate questions. In addition, the books, records and accounts of
the Company's sole banking subsidiary, First National Bank, are subject to
periodic examination by regulatory authorities and are examined by the Company's
internal audit staff. Reports concerning the examinations are reviewed by the
Board of Directors of the Company's banking subsidiary, as well as by the
management of the Company. The Board of Directors of the Company has selected
Crowe, Chizek and Company LLP as independent auditors for 1999.
On May 19, 1998 the Board of Directors dismissed the accounting firm of
Deloitte & Touche LLP and engaged the firm of Crowe, Chizek and Company LLP as
the principal accountant to audit the Company's financial statements. The
decision was made based on the recommendation of the Audit Committee of the
Board of Directors. During the two most recent fiscal years (1996 and 1997), the
report of the former accountants, Deloitte & Touche LLP, on the Company's
financial statements did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. In addition, during the two most recent fiscal years
(1996 and 1997), there were no disagreements with the former accountant
(Deloitte & Touche LLP) on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference to the subject matters of the disagreements in connection with
their opinion.
FORM 10-K ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR 1998 WILL BE FURNISHED WITHOUT
CHARGE, ON OR AFTER APRIL 1, 1999 UPON WRITTEN REQUEST DIRECTED TO KENNETH R.
VANSICKLE, SECRETARY, NATIONAL BANCSHARES CORPORATION, 112 WEST MARKET STREET,
PO BOX 57, ORRVILLE, OHIO 44667.
This Proxy Statement and the accompanying notice are sent by order of the
Board of Directors.
Kenneth R. VanSickle
Secretary
March 22, 1999
7
<PAGE> 10
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE NATIONAL BANCSHARES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL PERSONS BY THESE PRESENT: That I/We, the undersigned Shareholder or
Shareholders of National Bancshares Corporation, Orrville, Ohio, do hereby
nominate, constitute and appoint John W. Kropf, James F. Woolley and John E.
Sprunger, or any one of them, (with substitution, for my or our stock and in
my or our name, place and stead) to vote all the common stock of said Company,
standing in my or our name, on its books on March 15, 1999, at the Annual
Meeting of Shareholders to be held at the OPERATIONS CENTER OF FIRST NATIONAL
BANK, 1444 NORTH MAIN STREET, ORRVILLE, OHIO, on April 22, 1999 at 2:00 o'clock
p.m., or at any adjournment thereof with all the powers the undersigned would
possess if personally present. The shares will be voted in accordance with my
specifications.
Please be sure to sign and date Date
this Proxy in the box below.
- -------------------------------------------------------------
Shareholder sign above Co-holder (if any) sign above
WITH- FOR ALL
FOR HOLD EXCEPT
Elect Three (3) Directors to Serve a Three
(3) Year Term as Directors of the Company Until [ ] [ ] [ ]
Expiration of Their Term in 2002: (except as
marked to the contrary below):
CHARLES J. DOLEZAL, JOHN W. KROPF AND JAMES F. WOOLLEY
INSTRUCTION:TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
- -------------------------------------------------------------------------------
PLEASE SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOXES ABOVE. IF NO
SPECIFICATION IS MADE, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE UNDERSIGNED
"FOR" THE LISTED PROPOSITION. THE AGENTS NAMED HEREON CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS PROXY CARD.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITION.
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE.)
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITION LISTED ABOVE
UNLESS "WITHHOLD" OR "FOR ALL EXCEPT" IS INDICATED. (IF ANY OTHER BUSINESS IS
PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.)
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
NATIONAL BANCSHARES CORPORATION
- --------------------------------------------------------------------------------
INSTRUCTIONS: WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN.
ALL JOINT OWNERS MUST SIGN.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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