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EXHIBIT 99(a)
REVOCABLE PROXY
CITIZENS SOUTHERN BANK, INC.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER __, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CITIZENS
SOUTHERN BANK, INC. The undersigned hereby appoints Charles D. Dunbar and
Elizabeth O. Lord as the lawful attorneys and proxies of the undersigned, each
with full power and substitution, and hereby authorizes each of them to
represent and to vote, as designated below, all of the shares of Common Stock of
Citizens Southern Bank, Inc. held of record by the undersigned on August 18,
2000 at the Special Meeting of Shareholders to be held on October __, 2000 and
any adjournments thereof.
1. To consider and vote upon a proposal to approve the Agreement and Plan
of Reorganization, dated as of June 27, 2000 (the "Merger Agreement"), between
Citizens and First Community Bank, N.A., a National Association ("FCB"), and a
related plan of merger (the "Plan") pursuant to which Citizens will merge with
and into FCB (the "Merger"). In the Merger, each share of common stock of
Citizens outstanding when the Merger becomes effective (other than shares of
Citizens' shareholders who have properly exercised their dissenters' rights as
described below) will be converted into the right to receive 1.74 shares of
common stock of First Community Bancshares, Inc. (Bancshares), plus cash in lieu
of any fractional share of Bancshares' common stock. A copy of the Agreement and
plan of Reorganization set forth therein is attached to the accompanying proxy
statement/prospectus as Appendix A.
[_] FOR [_] AGAINST [_] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon any other
business which properly comes before the meeting and any adjournments
thereof.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING ---------- [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREBY
BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS PROPERLY EXECUTED BUT NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF THE AGREEMENT AND
PLAN OF REORGANIZATION AND RELATED PLAN OF MERGER REFERENCED IN THE NOTICE OF
SPECIAL MEETING AND IN THE DISCRETION OF THE PROXYHOLDER ON OTHER MATTERS.
Please be sure to sign and date this Proxy in the box below.
Date __________________________
______________________________________
Stockholder sign above
______________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
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CITIZENS SOUTHERN BANK, INC.
111 Citizens Drive
Beckley, West Virginia 25801
Please sign exactly as your name appears. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by the President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. This Proxy votes all
shares held in all capacities.
PLEASE MARK, SIGN, DATE AND MAIL THE CARD IN
THE ENCLOSED ENVELOPE.
