<PAGE>
FIRST BANCSHARES, INC. LOGO
FIRST BANCSHARES, INC.
P.O. Box 777
Mountain Grove, Missouri 65711
Telephone: (417) 926-5151
September 16, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of First Bancshares, Inc. to be held at the Days Inn Conference Room, 300
East 19th Street, Mountain Grove, Missouri, on Wednesday, October 16, 1996,
at 2:00 p.m., Central Time.
The attached Notice of the Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. During the meeting, we
will also report on the operations of the Corporation. Directors and
officers of the Corporation, as well as a representative of Kirkpatrick,
Phillips & Miller, CPAs, P.C., the Corporation's independent auditors, will
be present to respond to any appropriate questions stockholders may have.
To ensure proper representation of your shares at the Annual Meeting, please
sign, date and return the enclosed proxy card in the enclosed postage
prepaid envelope as soon as possible even if you currently plan to attend
the meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ Stephen H. Romines
Stephen H. Romines
President and Chief Executive Officer
</PAGE>
<PAGE>
FIRST BANCSHARES, INC.
142 EAST FIRST STREET
MOUNTAIN GROVE, MISSOURI 65711
(417) 926-5151
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 16, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
("Meeting") of First Bancshares, Inc. ("Corporation") will be held at
the Days Inn Conference Room, 300 East 19th Street, Mountain Grove,
Missouri on Wednesday, October 16, 1996, at 2:00 p.m., Central Time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of one director of the Corporation; and
2. Such other matters as may properly come before the Meeting or
any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which,
by original or later adjournment, the Meeting may be adjourned.
Pursuant to the Corporation's Bylaws, the Board of Directors has fixed
the close of business on September 9, 1996 as the record date for the
determination of the stockholders entitled to vote at the Meeting and
any adjournments thereof.
You are requested to complete and sign the enclosed form of Proxy which
is solicited by the Board of Directors and mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend the
Meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gina Gunnels
GINA GUNNELS
SECRETARY
Mountain Grove, Missouri
September 16, 1996
IMPORTANT: THE PROMPT RETURN OF THE PROXY CARD WILL SAVE THE CORPORATION
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
</PAGE>
<PAGE>
PROXY STATEMENT
OF
FIRST BANCSHARES, INC.
142 EAST FIRST STREET
MOUNTAIN GROVE, MISSOURI 65711
(417) 926-5151
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 16, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of First Bancshares, Inc.
("Corporation") to be used at the Annual Meeting of Stockholders of the
Corporation ("Meeting"). The Meeting will be held at the Days Inn
Conference Room, 300 East 19th Street, Mountain Grove, Missouri, on
Wednesday, October 16, 1996, at 2:00 p.m., Central Time. The accompanying
Notice of Meeting and this Proxy Statement are being first mailed to
stockholders on or about September 16, 1996. The Corporation is the holding
company for First Home Savings Bank ("Savings Bank").
VOTING AND PROXY PROCEDURE
Stockholders of record as of the close of business on September 9,
1996, are entitled to one vote for each share of common stock of the
Corporation ("Common Stock") then held. Stockholders are not permitted to
cumulate their votes for the election of directors. As of September 9,
1996, the Corporation had 1,205,626 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Meeting. Abstentions will be
counted as shares present and entitled to vote at the Meeting for purposes
of determining the existence of a quorum. Broker non-votes will not be
considered shares present for purposes of determining a quorum.
The Board of Directors solicits proxies so that each stockholder has
the opportunity to vote on the proposal to be considered at the Meeting.
When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominee for director set forth below. If a stockholder attends the
Meeting, he or she may vote by ballot.
If a stockholder does not return a signed proxy card or does not attend
the Meeting and vote in person, his or her shares will not be voted.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or
mailed to the Secretary of the Corporation or by filing a later proxy prior
to a vote being taken on a particular proposal at the Meeting. Attendance
at the Meeting will not automatically revoke a proxy, but a stockholder in
attendance may request a ballot and vote in person, thereby revoking a prior
granted proxy.
If a stockholder is a participant in the First Home Savings Bank
Employee Stock Ownership Plan (the "ESOP"), the proxy card represents a
voting instruction to the trustees of the ESOP as to the number of shares in
the participant's plan account. Each participant in the ESOP may direct the
</PAGE>
<PAGE>
trustees as to the manner in which shares of Common Stock allocated to the
participant's plan account are to be voted. Unallocated shares of Common
Stock held by the ESOP and allocated shares for which no voting instructions
are received will be voted by the trustees in the same proportion as shares
for which the trustees have received voting instructions.
The director to be elected at the Meeting will be elected by a
plurality of the votes cast by stockholders present in person or by proxy
and entitled to vote. Stockholders are not permitted to cumulate their
votes for the election of directors. With respect to the election of
directors, votes may be cast for or withheld from each nominee. Votes that
are withheld and broker non-votes will have no effect on the outcome of the
election because directors will be elected by a plurality of votes cast.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports disclosing such ownership
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange
Act"). Based upon such reports, the following table sets forth, as of
September 9, 1996, certain information as to those persons who were
beneficial owners of more than 5% of the outstanding shares of Common Stock
and as to the shares of Common Stock beneficially owned by all officers and
directors of the Corporation as a group. Management knows of no persons
other than those set forth below who owned more than 5% of the outstanding
shares of Common Stock at September 9, 1996.
<TABLE>
<CAPTION>
Name and Amount and Nature Percent of
Address of of Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
<S> <C> <C>
First Home Savings Bank 150,264 12.46%
Employee Stock
Ownership Plan Trust
Stephen H. Romines 65,717 5.41%
All Officers and 146,729 11.90%
Directors as a
Group (eight persons)
<FN>
(1) In accordance with Rule 13d-3 under the Exchange Act, a
person is deemed to be the beneficial owner, for purposes of this
table, of any shares of Common Stock if he or she has voting
and/or investment power with respect to such security. The table
includes shares owned by spouses, other immediate family members
in trust, shares held in retirement accounts or funds for the
benefit of the named individuals, and other forms of ownership,
over which shares the persons named in the table may possess
voting and/or investment power. Shares held in account under the
Savings Bank's ESOP, as to which the holders have voting power but
not investment power, are also included as follows: Mr. Romines,
5,596 shares; all executive officers and directors as a group,
11,205 shares. This table also includes shares of Common Stock
subject to outstanding options exercisable within 60 days from
September 9, 1996, pursuant to the 1993 Stock Option Plan ("Option
Plan"). This table also includes 3,682 shares of Common Stock
allocated to participants' accounts under the Savings Bank's
Management Recognition and Development Plan ("MRDP").
</FN>
</TABLE>
2
</PAGE>
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Corporation's Board of Directors consists of five members. The
Corporation's Bylaws provide that directors are elected for terms of three
years, one-third of whom are elected annually. One director will be elected
at the Meeting to serve for a three year period, or until a respective
successor has been elected and qualified. The Board of Directors, acting
in its capacity as the Nominating Committee, has nominated for election as
director Stephen H. Romines. Mr. Romines is currently the Chairman of the
Board of Directors of the Corporation and the Savings Bank.
If the nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board knows of no reason why the
nominee might be unavailable to serve.
The following table sets forth as to the nominee and each director
continuing in office, his or her name, age, the year he or she first became
a director, and the number of shares of Common Stock beneficially owned at
September 9, 1996. Unless otherwise indicated, the principal occupation
listed for each person below has been his or her occupation for the past
five years.
<TABLE>
<CAPTION>
Shares of
Common Stock
Year
Beneficially
First Year Owned
at Percent
Elected Term
September 9, of
Name Age(1) Principal Occupation Director(2) Expires
1996 (3) Class
BOARD NOMINEE
<S> <C> <C> <C> <C> <C>
<C>
Stephen H. Romines 54 Chairman of the Board, President 1973 1999(4)
65,717 5.41%
and Chief Executive Officer of
the Corporation and the Savings
Bank
DIRECTORS CONTINUING IN OFFICE
John G. Moody 44 Judge of the 44th Missouri 1993 1998
5,250 0.43
Judicial Circuit
Almeta Hardebeck 66 Loan officer for the Savings 1995 1998
1,000 0.08
Bank and retired insurance agent
Harold F. Glass 54 Vice President of the Corporation 1978 1997
39,941 3.30
and Savings Bank. Partner of
Schroff, Glass & Newberry, P.C.,
Springfield, Missouri
Dr. James F. Moore, Jr. 57 Administrator and Director of the 1993 1997
5,275 0.44
State Fruit Experiment Station of the
Southwest Missouri State University,
Springfield, Missouri
3
</PAGE>
<PAGE>
<FN>
(1) At June 30, 1996.
(2) Includes prior service on the Board of Directors of the Savings Bank.
(3) In accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any
shares of Common Stock if he or she has voting and/or investment
power with respect to such security. The table includes shares
owned by spouses, other immediate family members in trust, shares
held in retirement accounts or funds for the benefit of the named
individuals, and other forms of ownership, over which shares the
persons named in the table may possess voting and/or investment
power. Shares held in accounts under the Savings Bank's ESOP, as to
which the holders have voting power but not investment power, are
also included. This table also includes shares of Common Stock
subject to outstanding options exercisable within 60 days from
September 9, 1996, pursuant to the Option Plan and shares of Common
Stock allocated to participants' accounts under the Savings Bank's
MRDP.
(4) Assuming re-election at the Meeting.
</FN>
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Corporation and Savings Bank conduct
their business through meetings and committees of the Boards. The
Board of Directors of the Corporation and the Savings Bank meets
monthly and has additional special meetings as needed. During the
fiscal year ended June 30, 1996, the Board of Directors of the
Corporation held 14 meetings and the Board of Directors of the Savings
Bank held 13 meetings. No director of the Corporation or the Savings
Bank attended fewer than 75% of the total meetings of the Board's and
committee meetings on which such Board member served during this
period.
The Board of Directors of the Corporation has an Executive Committee
which consists of Messrs. Romines, Glass and Moore. The Executive
Committee meets for the purpose of acting as a long range planning committee
of the Corporation and to take any and all actions they deem
necessary or appropriate between regular meetings of the Board. This
Committee did not meet during fiscal 1996.
The Audit Committee consists of Messrs. Moore, Moody and Glass. This
Committee meets for the purpose of reviewing the audit procedures at the
Corporation, and the report and performance of the Corporation's independent
auditing firm, and to take such other actions and responsibilities as shall
from time to time be deemed necessary or appropriate. This Committee met
four times during fiscal 1996.
Article II, Section 2.16 of the Corporation's Bylaws provides that the
Board of Directors of the Corporation shall act as a nominating committee
for selecting nominees for election as directors. Article II, Section 2.17
also provides as follows: "At any annual meeting of the shareholders of the
Corporation, only such business shall be conducted as shall have been
brought before the meeting (I) by or at the direction of the Board of
Directors or (ii) by any shareholder of the Corporation who complies with
the procedures set forth in {this} Section 2.17 of Article II." Any new
business to be taken up at the annual meeting shall be stated in writing and
filed with the Secretary of the Corporation in accordance with the
provisions of the Corporation's Articles of Incorporation. Article II,
Section 2.17 of the Articles of Incorporation provides that notice of a
stockholder's intent to make a nomination or present new business at the
meeting ("stockholder notice") must be given not less than 30 days nor more
than 60 days prior to any such meeting; provided, however, that if less than
40 days' notice of the meeting is given to stockholders by the Corporation,
a stockholder's notice shall be delivered or mailed, as prescribed, to the
Secretary of the Corporation not later than the close of the tenth day
following the day on which notice of the meeting was mailed to stockholders.
If properly made, such proposals shall be considered by stockholders at such
4
</PAGE>
<PAGE>
meeting. The Board of Directors of the Corporation met once in its capacity
as the nominating committee during the fiscal year ended June 30, 1996.
DIRECTOR'S COMPENSATION
Members of the Board of Directors of the Savings Bank currently receive
a fee of $300 per Board meeting, Director Glass receives $43 per meeting for
mileage and the Chairman of the Board receives $175 per meeting. No fees
were paid to members of the Corporation's Board of Directors for the year
ended June 30, 1996. Total fees paid to directors of the Savings Bank
during the fiscal year ended June 30, 1996 were $19,673.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following information is furnished for the Chief Executive Officer
of the Corporation. No other executive officer of the Corporation or
Savings Bank received salary and bonus in excess of $100,000 during the year
ended June 30, 1996.
<TABLE>
SUMMARY COMPENSATION TABLE(1)
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
All
Other
Name and Other Annual
Compen-
Principal Salary Bonus Compensation Options
sation
Position Year ($)(2) ($) ($)(3) (#)
($)(4)
<S> <C> <C> <C> <C> <C>
<C>
Stephen H. 1996 $104,500 -- -- --
- --
Romines
President and 1995 103,330 -- -- --
- --
Chief Executive
Officer 1994 98,678 $1,000 -- 22,000
- --
<FN>
(1) All compensation, including fringe benefits, are paid by the Savings
Bank.
(2) Includes director's fees of $3,600, $3,600 and $2,400 for fiscal 1996,
1995 and 1994, respectively, and chairman of the board fees of $2,100,
$2,100 and $2,100 for fiscal 1996, 1995 and 1994, respectively.
(3) Does not include perquisites which did not exceed $50,000 or 10% of
salary and bonus.
(4) Does not include amounts payable to Mr. Romines pursuant to an
employment agreement in event of a "change in control" of the
Corporation. See "-- Employment Agreement."
</FN>
</TABLE>
5
</PAGE>
<PAGE>
Option Exercise/ Value Table
The following information with respect to options exercised during the
fiscal year ended June 30, 1996 and remaining unexercised at the end of the
fiscal year, is presented for Mr. Romines.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End(#) FY-End ($)
on Value
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Stephen H. Romines -- -- 8,800/13,200 $46,200/$69,300
</TABLE>
Compensation Committee Interlocks and Insider Participation. There are
no interlocks or insider participation with respect to the Compensation
Committee of the Board of Directors of the Corporation.
Employee Agreement. Effective December 22, 1993, the Corporation and
the Savings Bank entered into a three-year employment agreement with Stephen
H. Romines who serves as President and Chief Executive Officer of the
Corporation and the Savings Bank. The agreement established an initial
salary of $90,300, increased to $98,800 for calendar year 1996, which will
be paid by the Savings Bank and which may be increased at the discretion of
the Board of Directors or an authorized committee of the Board. Under the
agreement, Mr. Romines' salary may not be decreased during the term of the
employment agreement without his prior written consent. The agreement is
terminable by the Savings Bank or the Corporation for just cause at any time
or in certain events specified by Office of Thrift Supervision ("OTS")
regulations. The employment agreement provides for severance payments and
other benefits in the event of involuntary termination of employment in
connection with any change in control of the Savings Bank and the
Corporation. Severance payments also will be provided on a similar basis in
connection with a voluntary termination of employment where, subsequent to
a change in control, Mr. Romines is assigned duties inconsistent with his
position, duties, responsibilities and status immediately prior to such
change in control. The term "change in control" is defined in the agreement
as, among other things, any time during the period of employment when a
change of control is deemed to have occurred under regulations of the OTS or
a change in the composition of more than a majority of the Board of
Directors of the Corporation occurs.
The severance payment pursuant to the agreement will equal two times
Mr. Romines' base compensation, as defined in Section 280G of the Internal
Revenue Code of 1986, as amended ("Code"), during the preceding five years.
Such amount will be paid within ten days following the termination of
employment. Assuming the compensation of Mr. Romines is not increased, Mr.
Romines would be entitled to severance payments of approximately $190,000 in
the event of a change in control of the Savings Bank and the Corporation.
Section 280G of the Code, states that severance payments which equal or
6
</PAGE>
<PAGE>
exceed three times the base compensation of the individual are deemed to be
"excess parachute payments" if they are contingent upon a change in control.
Individuals receiving excess parachute payments are subject to a 20% excise
tax on the amount of such excess payments, and the Savings Bank and the
Corporation are not entitled to deduct the amount of such excess payments.
The agreement restricts Mr. Romines' right to compete against the
Savings Bank and the Corporation for one year from the date of termination
of the agreement if he voluntarily terminates his employment, except in the
event of a change in control, or if the Savings Bank or the Corporation
terminate his employment for cause.
TRANSACTIONS WITH MANAGEMENT
Mr. Stephen H. Romines, Chairman of the Board, President and Chief
Executive Officer of the Savings Bank and the Corporation, is a practicing
attorney and handles legal matters for the Savings Bank from time to time in
this capacity. Such activities include the drafting of legal documents,
handling collection accounts and appearing in court on behalf of the Savings
Bank. Mr. Romines does not receive any legal fees from the Savings Bank or
the Corporation for the legal services he performs on behalf of the Savings
Bank.
In addition to the legal services Mr. Romines provides to the Savings
Bank, Mr. Romines provides legal services, from time to time, for existing
and potential customers of the Savings Bank. Such services are generally
restricted to real estate transactions, such as the preparation of
contracts, deeds, promissory notes, deeds of trust and examining abstracts
of title, as well as a limited amount of estate planning and probate work.
For the fiscal year ended June 30, 1996, Mr. Romines received approximately
$3,600 in legal fees from customers of the Savings Bank.
Mr. Romines' wife leases space in the commercial rental building that
the Savings Bank's service corporation, Fybar Service Corporation, owns.
Mr. Harold F. Glass, Vice President and a director of the Savings Bank
and the Corporation, is a partner with the law firm of Schroff, Glass and
Newberry, P.C. which firm serves as legal counsel for the Corporation, the
Savings Bank and its subsidiary. As counsel to the Corporation and the
Savings Bank during the fiscal year ended June 30, 1996, Schroff, Glass and
Newberry, P.C. was paid $3,400 in fees and expense reimbursement, which
amount did not exceed 5% of the law firm's annual gross revenues. The fees
proposed or estimated to be paid for the year ending June 30, 1997 are
$6,500 and that amount will not exceed 5% of the law firm's annual gross
revenues.
The above-described transactions were made on terms no less favorable
to the Savings Bank and the Corporation than ones with unaffiliated third
parties.
The Savings Bank, like many financial institutions, has followed the
policy of granting loans to its officers, directors and employees on the
security of their primary residences and also makes consumer loans to such
persons. Loans to such persons are made in the ordinary course of business
on substantially the same terms, including interest rate and collateral, as
those prevailing at the time for comparable transactions with other persons.
Management believes that these loans neither involve more than the normal
risk of collectability nor present other unfavorable features. The Savings
Bank has never granted loans to its directors and officers on preferred
terms. In accordance with the requirements of applicable law, loans to
executive officers and directors of the Corporation or the Savings Bank are
made on substantially the same terms, including interest rates, fees and
collateral, as those prevailing at the time for comparable transactions with
7
</PAGE>
<PAGE>
other persons, and in the opinion of management do not involve more than the
normal risk of collectability or present other unfavorable features. At
June 30, 1996, loans to directors and executive officers, including
immediate family members, totalled $1,172,000.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires certain officers of the
Corporation and its directors, and persons who beneficially own more than
10% of any registered class of the Corporation's Common Stock, to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission and the Corporation.
Based solely on a review of the report and written representations
provided to the Corporation by the above referenced persons, the Corporation
believes that during the fiscal year ended June 30, 1996 all filing
requirements applicable to its reporting officers, directors and greater
than ten percent beneficial owners were properly and timely complied.
AUDITORS
The Board of Directors has renewed the Corporation's arrangements with
Kirkpatrick, Phillips & Miller, CPAs, P.C., independent public accountants,
to be its auditors for the 1997 fiscal year. A representative of
Kirkpatrick, Phillips & Miller, CPAs, P.C. is expected to be present at the
Meeting to respond to appropriate questions of stockholders, and will have
the opportunity to make a statement if he desires.
OTHER MATTERS
The Board of Directors of the Corporation is not aware of any business
to come before the Meeting other than those matters described above in this
Proxy Statement. However, if any other matters should properly come before
the Meeting, it is intended that proxies in the accompanying form will be
voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies.
FINANCIAL STATEMENTS
The cost of solicitation of proxies will be borne by the Corporation.
In addition to solicitations by mail, directors, officers and regular
employees of the Corporation may solicit proxies personally or by telegraph
or telephone without additional compensation.
The Corporation's Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on September 9, 1996. Any stockholder who has not received a copy
of such Annual Report may obtain a copy by writing to the Secretary of the
Corporation. The Annual Report is not to be treated as part of the proxy
solicitation material or as having been incorporated herein by reference.
8
</PAGE>
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy
materials for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the
Corporation's main office at 142 East First Street, Mountain Grove,
Missouri, no later than May 20, 1997. Any such proposals shall be subject
to the requirements of the proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gina Gunnels
GINA GUNNELS
SECRETARY
Mountain Grove, Missouri
September 16, 1996
FORM 10-KSB
A COPY OF THE FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO GINA GUNNELS, SECRETARY, FIRST BANCSHARES,\
INC., 142 EAST FIRST STREET, MOUNTAIN GROVE, MISSOURI 65711.
9
</page>
<PAGE>
<TABLE>
Sample proxy card
<S> <C>
/ / PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE FIRST BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS 1. The election as directors of all
nominees listed below (except as
OCTOBER 16, 1996 marked to the contrary below):
FOR WITHHOLD FOR ALL
EXCEPT
/ / / / / /
The undersigned hereby appoints Harold F.
Glass and Dr. James F. Moore, Jr. as the Stephen H. Romines
official Proxy Committee of the Board of
Directors with full powers of substitution, INSTRUCTION: To withhold
authority to
as attorneys and proxies for the undersigned, vote for any individual
nominee, mark
to vote all shares of common stock of First "For All Except" and write that
Bancshares, Inc. for which the undersigned nominee's name in the space
provided
is entitled to vote at the Annual Meeting of below.
Stockholders, to be held at the Days Inn
Conference Room, 300 E. 19th Street, Mountain
____________________________________
Grove, Missouri on Wednesday, October 16, 1996,
at 2:00 p.m., Central Time, and at any and all
adjournments thereof, as follows: The Board of Directors
recommends
a vote "FOR" to above
proposal.
THIS PROXY WILL BE VOTED AS
DIRECTED, BUT IF NO
INSTRUCTIONS
ARE SPECIFIED, THIS PROXY
WILL BE
VOTED FOR THE POSPOSITION
STATED.
IF ANY OTHER BUSINESS IS
PRESENTED
AT SUCH MEETING, THIS PROXY
WILL
BE VOTED BY THOSE NAMED IN
THIS
PROXY IN THEIR BEST
JUDGMENT. AT
THE PRESENT TIME, THE BOARD
OF
DIRECTORS KNOW OF NO OTHER
BUSINESS TO BE PRESENTED AT
THE
MEETING.
THIS PROXY IS SOLICITED BY
THE
BOARD OF DIRECTORS.
Should the undersigned be
present
an elect to vote at the
Annual
Meeting or at any
adjournment
thereof and after
notification to
the Secretary of the
Corporation
at the Meeting of the
stockholder's decision to
terminate this proxy, then
the
power of said attorneys and
proxies shall be deemed
terminated and no further
force
and effect.
Please be sure to sign and date /Date /
this Proxy in the box below. / / The undersigned
acknowledges
/ / receipt from the
Corporation
/ / prior to execution of
this
/ / proxy of notice of the
Meeting, a proxy
statement
Stockholder sign above Co-holder (if any) dated September 16, 1996
and
sign above the 1996 Annual Report to
Stockholders.
Please sign exactly as
your
name appears on this
proxy
card. When signing as
attorney, executor,
administrator, trustee or
guardian, please give
full
title. If shares are
held
jointly, each holder
should
sign.
Detach above card, sign, date and mail in postage paid envelope
provided.
FIRST BANCSHARES, INC.
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
9
</TABLE>
