CNB BANCORP, INC.
Principal Office - 10-24 North Main Street, Gloversville, New York 12078
---------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 18, 2000
--------------------------------------------
GENERAL INFORMATION
This proxy statement is furnished in connection with the
solicitation, by the Board of Directors of CNB Bancorp, Inc., a New York
corporation (the "Company"), of proxies to be voted at the Annual Meeting of
Shareholders to be held at 4:00 p.m. on Tuesday, April 18, 2000, at the
Holiday Inn, 308 North Comrie Avenue, Johnstown, New York 12095. At the
Annual Meeting, shareholders of the Company are being asked to consider and
vote upon the election of four directors for three year terms. This proxy
statement and the form of proxy are first being sent to shareholders on March
17, 2000. Proxies may be revoked by (i) filing with the Secretary of the
Company at or before the Annual Meeting a written notice of revocation
bearing a later date than the proxy, (ii) duly executing a subsequent proxy
relating to the same shares and delivering it to the Secretary of the Company
at or prior to the Annual Meeting, or (iii) attending the Annual Meeting and
voting in person (although attendance at the meeting will not, in and of
itself, constitute revocation of a proxy).
All shares represented by valid proxies sent to the Company
to be voted at the Annual Meeting will be voted if received in time. Each
proxy will be voted in accordance with the directions of the shareholder
executing such proxy. If no directions are given, proxies will be voted FOR
the nominees presented herein.
Proxies will be solicited by mail. They may also be
solicited by directors, officers, and regular employees of the Company and
the City National Bank and Trust Company (the "Bank"), a wholly-owned
subsidiary of the Company, personally or by telephone, but such persons will
receive no additional compensation for such services. The Company will bear
all costs of soliciting proxies. In addition the Company will, upon the
request of brokers, dealers, banks and voting trustees, and their nominees,
who are holders of record of the Company's common stock on the record date,
bear their reasonable expenses for mailing copies of this Proxy Statement,
the form of proxy and Notice of Annual Meeting, to the beneficial owners of
such shares.
1
<PAGE>
As of March 17, 2000, there were 2,400,419 shares of common stock,
$2.50 par value, of the Company issued and outstanding. Only holders of such
stock at the close of business on March 17, 2000 are entitled to notice of
and to vote at the Annual Meeting. Each shareholder of record on that date is
entitled to one vote for each share held. As of January 31, 2000, of the
total outstanding, 21,670 shares were held by the Trust Department of the
Bank as sole trustee. Such number of shares as may be held by the Bank in
this manner on the record date will not be voted in the election of
directors. Directors are elected by a plurality of the votes cast at the
meeting. There is no cumulative voting for directors.
No person is known to the Company to be the beneficial owner of more
than five per cent of the Company's common stock.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
In order for shareholder proposals to be eligible for inclusion in
the Company's proxy material relating to its 2001 Annual Meeting, they must
be directed to the Secretary of the Company and received no later than
November 17, 2000.
ELECTION OF DIRECTORS
The by-laws of the Company provide that the Board of Directors shall
consist of not less than five nor more than 25 members and that the total
number of directors may be fixed by action of the Board of Directors or the
shareholders. The by-laws further provide that the directors shall be divided
into three (3) classes as nearly equal in number as possible, known as Class
1, consisting of not more than eight (8) directors; Class 2, consisting of
not more than eight (8) directors; and Class 3, consisting of not more than
nine (9) directors. Each class holds office for a term of three years, but
only one class comes up for election each year. The Board of Directors has
fixed the number of directors at twelve. A total of four people have been
designated by the Board as nominees for election at this meeting for
three-year terms as directors in Class 2, to expire at the annual meeting to
be held in 2003. Each director shall serve until his successor shall have
been elected and shall qualify, even though his term of office as herein
provided has otherwise expired, except in the event of his earlier
resignation, removal or disqualification.
Nominations for directors to be elected at an annual meeting of
shareholders, must be submitted to the Secretary of the Company in writing
not later than the close of business on the thirtieth (30th) day immediately
preceding the date of the meeting. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a)
name and address of each proposed nominee; (b) the principal occupation of
each proposed nominee; (c) the total number of shares of common stock of the
Company that will be voted for each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the number of shares
of common stock of the Company owned by the notifying shareholder.
Nominations not made in accordance herewith may be disregarded by the
presiding officer of the meeting.
All nominees are currently directors of the Company and of the Bank and
will be nominated for election to serve until their successors are elected.
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<PAGE>
It is the intention of the persons named in the proxy to vote for the
election of the following nominees, all of whom have consented to be named in
this Proxy Statement, to serve if elected, and to hold office until their
successors are elected and qualified. If any nominee is unavailable for
election or declines to serve, the shares may be voted for a substitute
nominee. The names of the nominees for election for a term of three years and
certain information as to each of them are as follows:
<TABLE>
<CAPTION>
Name, Age, Other Positions with
the Company, Principal Occupation No. of Common Shares Percent
and Directorships of Other Director Term Beneficially Owned on of Shares
Publicly Owned Companies Since * Expires January 31, 2000 (1) Outstanding
<S> <C> <C> <C> <C>
CLASS 2
John C. Miller, 69
President
John C. Miller, Inc.
Automobile Dealer 1971 2000 75,000. 3.12
Frank E. Perrella, 72
President
Sira Corp
Consultant 1980 2000 52,076. (2) 2.17
Robert L. Maider, 68
Attorney-at-Law
Maider & Smith 1981 2000 23,089. (3) .96
Timothy E. Delaney, 37
President
Delaney Construction Corp.
Heavy/Highway Construction 1999 2000 7,118. (4) .30
</TABLE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR
OF THESE NOMINEES.
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<PAGE>
The following named members of the Board of Directors of CNB Bancorp, Inc.
will continue in office until the end of their terms:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CLASS 3
George A. Morgan, 57
Vice President and Secretary
of the Company
Executive Vice President,
Cashier and Trust Officer
of the Bank 1991 2001 31,224. (5) 1.29
Clark D. Subik, 45
President
Superb Leather, Inc.
Leather Merchandiser 1995 2001 6,600. .27
Deborah H. Rose, 49
Vice President
Hathaway Agency, Inc.
General Insurance 1996 2001 6,525. (6) .27
Theodore E. Hoye, III, 51
President
First Credit Corporation
Financing & Insuring of
Manufactured Housing 1998 2001 11,415. (7) .48
CLASS 1
William N. Smith, 59
Chairman of the Board,
President and Chief Executive
Officer of the Company and the Bank 1982 2002 48,000. (8) 1.96
Brian K. Hanaburgh, 50
Owner
D/B/A McDonald's Restaurants
Fast Food Restaurants 1994 2002 2,100. (9) .09
Clark Easterly, Sr., 74
Chairman of the Board
The Johnstown Knitting Mill Company
Manufacturer of Knitwear 1992 2002 5,448. (10) .23
Richard D. Ruby, 53
President
Ruby & Quiri, Inc.
Home Furnishings Retailer 1999 2002 3,481. (11) .14
</TABLE>
4
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*Year in which Director was first elected to the Board of Directors of
the Company or the Bank.
(1) The securities "beneficially owned" by an individual
are determined in accordance with the definition of "beneficial
ownership" as set forth in the regulations of the Securities and
Exchange Commission. Accordingly, they may include securities owned
by or for the individual's spouse and minor children and any other
relative who has the same home, as well as other securities as to
which the individual has or shares voting or investment power.
Beneficial ownership may be disclaimed as to certain of the
securities.
(2) Includes 51,000 shares owned individually by spouse as well as 600
shares owned as custodian.
(3) Includes 370 shares owned individually by his spouse.
(4) Includes 570 shares issuable upon the exercise of exercisable stock
options.
(5) Includes 30,000 shares issuable upon the exercise of exercisable
stock options.
(6) Includes 2,025 shares owned as custodian.
(7) Includes 6,600 shares in the name of First Credit Corporation and
4,140 shares in a Money Purchase and Profit Sharing Plan.
(8) Includes 45,000 shares issuable upon the exercise of exercisable
stock options.
(9) Includes 450 shares owned individually by his spouse.
(10) Includes 2,100 shares owned individually by his spouse.
(11) Includes 570 shares issuable upon the exercise of exercisable stock
options.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company met nine times during
1999. All members attended at least 75% of the aggregate number of meetings
of the Board of Directors and committees of the Board of which they are
members.
The Board of Directors of the Company does not have a standing
nominating committee. This function is performed by the Company's Executive
Committee which met four times during 1999. Its members are Messrs. Smith,
Chairman; Hanaburgh, Maider and Morgan, and in addition, up to two other
members of the Board may serve as rotating members on a monthly basis. The
Executive Committee reviews and recommends to the full Board of Directors
nominees for election or re-election as directors. The Executive Committee
will consider the names of individuals recommended by shareholders for
nomination to be directors of the Company. Persons wishing to recommend
individuals for consideration should send such recommendations to the
Secretary of the Company.
The Company and the Bank have standing audit committees. Their
members are Company and Bank directors; Rose, Chairman; Delaney, Hoye and
Subik. These Committees met six times in 1999. The Committees each year
verify certain assets of the Bank. KPMG LLP, certified public accountants,
are engaged to perform an audit of the full financial statements of the
Company and the Bank, in accordance with generally accepted auditing
standards. The Committees meet with representatives of KPMG LLP, to discuss
the results of their audit, and these results are then reported to the full
Board of Directors. The Chairman of the Committees, from time to time during
the year, held informal meetings with the Company and Bank's internal
auditor.
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<PAGE>
The Bank has a Compensation Committee that met three times in
1999. Its members are Messrs. Perrella, Chairman; Easterly and Miller. The
Committee reviews the salaries and other forms of compensation of the key
executive officers of the Bank, reviews salary policies and general salary
administration throughout the Bank and recommends to the Board of Directors
profit sharing contributions to be made to the Employee Profit Sharing Plan.
SECTION 16 TRANSACTIONS
Section 16 (a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. The
Company assists executive officers and directors in filing the required
reports and, to its knowledge during the year 1999, all filing requirements
applicable to officers and directors were met.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP, were the Company's independent auditors for the
fiscal year most recently completed. While no accountants have been selected
for the current year, the Company anticipates that KPMG LLP will continue as
the Company's independent auditors. Representatives of KPMG LLP, will be
present at the shareholders meeting.
EXECUTIVE OFFICERS COMPENSATION
At present, officers of the Company are not compensated in any
way for their services. The following summary compensation table shows the
annual compensation for the last three fiscal years for the Bank's chief
executive officer, and executive vice president, the only officers of the
Company or the Bank whose total salaries and bonuses exceeded $100,000 in
1999.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation Compensation
Name and All Other
Principal Position Year Salary Bonus Options (#) Compensation (1)
<S> <C> <C> <C> <C> <C>
William N. Smith, Chairman 1999 $184,000 $17,360 39,900 $22,471
of the Board, President and 1998 $176,000 $ 7,040 45,000 $20,223
Chief Executive Officer of 1997 $169,000 $ 6,760 0 $16,567
the Company and the Bank
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Name and All Other
Principal Position Year Salary Bonus Options (#) Compensation <F1>
<S> <C> <C> <C> <C> <C>
George A. Morgan 1999 $123,000 $12,420 26,700 $18,556
Vice President and 1998 $117,000 $ 4,680 30,000 $16,457
Secretary of the Company 1997 $113,000 $ 4,520 0 $14,764
and Executive Vice-President,
Cashier and Trust Officer
of the Bank
<FN>
<F1> Includes contributions to Mr. Smith's profit sharing plan account of
$13,121, $11,973 and $9,167 and Board of Directors fees of $9,350, $8,250 and
$7,400 for the years 1999, 1998 and 1997 respectively and contributions to
Mr. Morgan's profit sharing plan account of $9,206, $8,207 and $7,364 and
Board of Directors fees of $9,350, $8,250 and $7,400 for the same period.
</FN>
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on grants of stock options in 1999
to the named executives.
<TABLE>
<CAPTION>
Potential
realizable
Number of Percent of value at assumed
securities total options annual rate of stock
underlying granted to Exercise price appreciation
options employees in or base Expiration for option term
Name granted (#) fiscal year price ($/Sh) date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
William N. Smith 39,900 37.7% $26.25 04/20/09 $658,689 $1,669,246
George A. Morgan 26,700 25.2% $26.25 04/20/09 $440,777 $1,117,014
</TABLE>
7
<PAGE>
AGGREGATED OPTION EXERCISES IN 1999
AND YEAR-END OPTION VALUES
The following table sets forth the options exercised in 1999 and the December
31, 1999 unexercised value of both vested and unvested options for the named
executives.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
at Year End (#) at Year End ($)
Shares
Acquired On Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable (1)
<S> <C> <C> <C> <C>
William N. Smith 0 0 45,000/39,900 $149,850/$29,925
George A. Morgan 0 0 30,000/26,700 $ 99,900/$20,025
</TABLE>
None of the named executive officers elected to exercise any options during
the fiscal year ended December 31, 1999.
(1) Value is based on the difference between the fair market value of the
securities underlining the options and the exercise price of the options at
December 31, 1999. The actual amount, if any, realized upon the exercise of
stock options will depend upon the market value of the Company's common stock
relative to the exercise price per share of the optioned stock at the time
the stock option is exercised.
EMPLOYMENT ARRANGEMENTS
The Company and the Bank have entered into agreements with William N. Smith
and George A. Morgan which provide that if a "change of control" of the
Company or the Bank should occur, Mr. Smith and Mr. Morgan will be entitled
to continued employment by the Company and the Bank for a minimum of five
years following the "change of control" with the same position and duties
held at the time of a "change of control" and at salaries which are no less
than those in effect at the time the "change of control" occurs. If, within
five years of a "change of control", the Company or the Bank should terminate
Mr. Smith's or Mr. Morgan's employment for reasons other than "cause" or
disability or if Mr. Smith or Mr. Morgan should resign for "good reason" he
would be entitled to a lump sum termination payment equal to three times his
annual compensation plus, if applicable, a grossed up amount so that the
after tax amount is equal to any excise tax imposed on such termination
payment pursuant to Internal Revenue Code Section 4999.
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<PAGE>
COMPENSATION OF DIRECTORS
At present, directors of the Company are not compensated in any way
for their services. The Board of Directors of the Bank are the same
individuals who are directors of the Company. Directors of the Bank are
compensated for all services as directors, as follows:
For attending regular and special meetings of the Board; $600.00 for
each meeting. For service as regular members of the Executive and Discount
Committee, except salaried officers; $11,700.00 per annum, payable quarterly.
For service as special members of the Executive and Discount Committee;
$900.00 for the month of service. For service as members of the Trust
Investment Committee, except salaried officers; $2,700.00 per annum, payable
quarterly. For service as members of the Examining Committee; $225.00 for
each meeting attended. In addition to the foregoing, the Chairman of the
Examining Committee receives an annual fee of $600.00, payable quarterly. For
service as members of the Compensation Committee, $225.00 for each meeting
attended.
COMPENSATION PURSUANT TO PLANS
Retirement Plans - The following table shows the estimated annual benefits
payable upon retirement under the pension plans of the Bank based on specific
compensation and years of service classifications.
ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
Highest 5-Year Average 20 Years 30 Years 40 Years
Base Compensation Service Service Service
$ 25,000 $ 6,300 $ 9,450 $ 12,588
50,000 14,260 21,390 28,080
75,000 23,010 34,515 44,955
100,000 31,760 47,640 61,830
125,000 40,510 60,765 78,705
150,000 49,260 73,890 95,580
175,000 58,010 87,015 112,455
200,000 66,760 100,140 129,330
250,000 84,260 126,390 163,080
The Bank has a non-contributory defined benefit retirement plan
by participation in the New York State Bankers Retirement System. This Plan
covers all employees of the Bank age 21 years, and less than 65 years, with
more than one year of service who complete 1,000 or more hours of service
during the year. Benefits are based on the number of years of service and
salary at retirement. An employee becomes fully vested in the Plan after five
years of service. The amount of contributions, payment, or accrual, in
respect to a specified person, is not and cannot readily be separately or
individually calculated by the actuaries of the Plan. During 1999, the
aggregate amount expensed for retirement contributions to the Plan equaled
9
<PAGE>
approximately 2.51% of the total covered remuneration paid to participants in
the Plan. In addition, the Bank has entered into an Agreement with William N.
Smith whereby the Bank has agreed to pay Mr. Smith a supplemental retirement
benefit equivalent to the excess of the benefit he would receive under the
Plan if the compensation limitations provided by Section 401 (a) (17) of the
Internal Revenue Code did not exist over his Plan benefit. The Agreement also
provides that, for purposes of computing the supplemental benefit payable to
Mr. Smith, he will receive credit for an additional ten years of service
beyond his actual service with the Bank and the Company. Mr. Smith's
supplemental retirement benefit under this Agreement is only payable on his
termination of employment on or after his normal retirement date, his earlier
death or disability or if his employment terminates within four years of a
change in control of the Company or the Bank. The Bank has purchased a life
insurance policy on Mr. Smith's life so that it will have funds available to
satisfy its obligations under this Agreement. This life insurance is held in
a so-called "Rabbi" trust but is available to the creditors of the Bank.
Under the Plan, as supplemented by the Agreement, each participant who
retires at age 65 is entitled to receive an annual retirement income for life
equal to 1.75% of the average of the highest consecutive five years of
compensation during his or her career (average compensation) times creditable
service up to 35 years, plus 1.25% of the average compensation times
creditable service in excess of 35 years (up to five such years), less .49%
of the final three year average compensation (limited to covered
compensation, which is defined as the average of the individual's last 35
years of taxable social security wage base), times creditable service up to
35 years. Estimated annual benefits to individual employees for the years of
service indicated, exclusive of social security benefits, are shown in the
preceding table. (The Plan and the Agreement contain provisions for optional
benefits of equivalent actuarial value which may be elected by the employee.)
As of December 31, 1999, William N. Smith had 24 years of credited service
with the Bank and George A. Morgan had 32 years.
Profit Sharing Plans - The Bank has a deferred profit sharing
plan. At present, the profit sharing plan provides for annual contributions,
if any, by the Bank, at the discretion of the Board of Directors. Employees
are eligible to participate in the profit sharing plan after completing one
year of service with the Bank and having reached age 21 years. Contributions
on behalf of participating employees are allocated to participants' shares in
proportion to their annual compensation. Amounts expensed for deferred profit
sharing plan contributions are included in the above summary compensation
table. Participants are fully vested over a six year period. Contributions
are invested and administered by the Bank as sole trustee and administrator.
In addition, the Agreement between William N. Smith and the Bank provides
that Mr. Smith will receive credit in an account maintained on the books of
the Bank for an amount equal to the difference between the amount actually
credited to Mr. Smith's account under the profit sharing plan and the
contribution he would have received without regard to the compensation
limitations of Section 401 (a) (17) of the Internal Revenue Code. The balance
in Mr. Smith's supplemental profit sharing account is payable on his
termination of employment on or after his normal retirement date, his earlier
death or disability or if his employment terminates within four years of a
change in control of the Company or the Bank. The Bank is contributing money
to the "Rabbi" trust previously referred to so that it will have funds
available to satisfy its obligation under the Agreement to pay Mr. Smith
supplemental profit sharing benefits.
Director Fees Plan - The Bank has a deferred fees plan for
directors. This plan allows directors the election to defer the receipt of
meeting fees to a future date. Deferred fees are credited, together with
interest accruing thereon, to a separate liability account. Interest is
credited annually at a rate of twenty-five basis points above the six month
Treasury Bill average discounted rate for the year. The balance of any
account is payable to the director, or to his designated beneficiaries, in a
lump sum or in up to ten annual installments, at the election of the
director. Payments begin on a date specified by the director or upon his
termination as a director of the Bank, whichever is applicable.
10
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The objective of the Bank's compensation program is to attract
and retain high quality personnel to lead the organization in a changing
industry, to produce sustainable, profitable earnings in support of
shareholder interests, to meet customer needs and to serve the communities in
which the Company and the Bank operate.
The Compensation Committee reviews executive compensation
policies and levels and evaluates the performance of management in the
context of the Company's performance.
Appropriate base salaries are determined by analysis of salary
data on positions of comparable responsibility within banking industry peer
groups. Holiday bonuses are paid to all Bank employees and are equal to
approximately two weeks base salary.
The Company's performance is measured by analysis of selected
peer group comparisons, with a major consideration given to net income.
Members of the Compensation Committee are: Frank E. Perrella,
Chairman; Clark Easterly, Sr., and John C. Miller. No member of the
Compensation Committee is or was formerly an officer of the Company or the
Bank.
RELATED PARTY TRANSACTIONS
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with many of its directors,
executive officers, and the businesses in which they are associated. During
the calendar year 1999, loans to directors and executive officers, together
with their business interests, reached maximum aggregate totals of
$6,396,608, or 20.45% of the December 31, 1999 equity capital accounts. At
year-end 1999, loans to directors and executive officers, together with their
business interests, were $4,084,325, or 13.06% of the December 31, 1999
equity capital accounts. 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.
Robert L. Maider, who is a member of the Board of Directors, is
a partner of the law firm of Maider & Smith, which the Bank has retained in
the past and proposes to retain in the current fiscal year. During 1999, the
Bank made payments to this firm for services in the amount of $84,976.56.
11
<PAGE>
PERFORMANCE GRAPH
The following line graph presentation compares the five-year
cumulative total shareholder return on CNB Bancorp, Inc.'s common stock
against the cumulative total return of the Standard & Poor's 500 Index and
the Keefe, Bruyette & Woods, Inc. 50 Bank Index (KBW 50). The graph assumes
that $100 was invested on December 31, 1994 and includes both price change
and reinvestment of cash dividends. Graph points are as of December 31 of
each year.
The KBW 50 Index is made up of fifty of the nation's most
important banking companies, including both money center and major regional
banks, and is considered to be representative of the price performance of the
nation's largest banks. It should be kept in mind that, by design, the KBW 50
Index does not reflect the price or total return performance of smaller
banking companies.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG CNB BANCORP, INC, THE S&P 500 INDEX
AND THE KBW 50 INDEX
[GRAPH]
*$100 INVESTED ON 12/31/94 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
12
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
does not know of any matter other than as indicated above that will come
before the meeting. In the event that any other matter properly comes before
the meeting, the persons named in the enclosed form of proxy will have
discretionary authority to vote all proxies in accordance with their best
judgment on such matters.
A COPY OF FORM 10K (ANNUAL REPORT) FOR 1999, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY, IS AVAILABLE TO
SHAREHOLDERS FREE OF CHARGE BY WRITTEN REQUEST TO GEORGE A. MORGAN, VICE
PRESIDENT AND SECRETARY, CNB BANCORP, INC. 10-24 NORTH MAIN STREET,
GLOVERSVILLE, NY 12078.
All shares represented by proxies sent to the Company to be
voted at the Annual Meeting will be voted if received in time.
By Order of the Board of Directors
George A. Morgan
Vice President & Secretary
March 17, 2000
Enclosure
PLEASE MARK, SIGN, DATE AND MAIL
YOUR PROXY NOW
13
<PAGE>
PLEASE MARK, SIGN AND RETURN IMMEDIATELY
CNB BANCORP, INC.
PROXY FOR ANNUAL MEETING - APRIL 18, 2000
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder
of CNB BANCORP, INC., do hereby nominate, constitute and appoint, Clark
Easterly, Sr., Richard E. Hathaway and Theodore E. Hoye, III , or any one of
them (with full power to act alone), my true and lawful attorney(s) with full
power of substitution, for me and in my name, place, and stead to vote all
the common stock of said Company, standing in my name on its books at the
Annual Meeting of its Shareholders to be held at the HOLIDAY INN, 308 NORTH
COMRIE AVENUE, JOHNSTOWN, NY on April 18, 2000 at 4:00 p.m., or at any
adjournment thereof, with all the powers the undersigned would possess if
personally present, as follows:
CHECK ONE BOX ONLY
1. To elect John C. Miller, Frank E. Perrella,
Robert L. Maider and Timothy E. Delaney For
to serve as members of the Board of All
Directors of the Company for a period of Nominees
three years.......................................................[ ]
Withhold Authority as to All Nominees.............................[ ]
ALL Nominees Except Those Listed in the
Space Provided Immediately Below..................................[ ]
__________________________________________________________________
2. At the discretion of the Proxies, to vote for or against any
other proposition which may come before the meeting or any
adjournment thereof. The Board of Directors knows of no other
business to be brought before the meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE IN FAVOR OF ALL OF THE NOMINEES LISTED
ABOVE AND IN THE PROXY STATEMENT, UNLESS OTHERWISE INSTRUCTED HEREIN BY THE
SIGNER. THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO VOTE FOR OR AGAINST ANY
OF THE FOLLOWING MATTERS:
(1) ANY OTHER PROPOSITION WHICH MAY BE PRESENTED AT THE MEETING.
THE BOARD OF DIRECTORS, AT THE DATE OF THE NOTICE OF THE
MEETING, KNOWS OF NO SUCH MATTERS EXCEPT A PROPOSITION TO
APPROVE THE MINUTES OF THE LAST MEETING OF SHAREHOLDERS, BUT
SUCH APPROVAL SHALL NOT AMOUNT TO A RATIFICATION OF ACTION
TAKEN AT THAT MEETING.
(2) PROPOSITIONS INCIDENT TO THE CONDUCT OF THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE.
Dated: ___________________________________, 2000
___________________________________(L.S.)
___________________________________(L.S.)
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.
