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Edmund Jones (88) has been a Director since 1947. He was Chairman of the Bank's Board from 1979 until 1993. He is a member of the law firm of Jones, Strohm & Guthrie, P.C., which provides legal services to the Company and, according to the Company's latest Form 10-K, "prepares mortgage documents and attends loan closings for which it is paid directly by the borrower." If Mr. Jones had not already been a member of the Company's Board, he would have become ineligible for election to the Company's Board 13 years ago under the terms of the Company's bylaws, which prohibit a person from being elected, reelected or appointed to the Board if he or she is more than 75 years of age. However, Mr. Jones remains eligible because the bylaws, which were approved while he was sitting on the Board, provide a "grandfather clause" for any person who was sitting on the Board on September 21, 1994. We generally applaud a Company's loyalty to a long-time Director. However, we feel that at some point an exception from the age limitation becomes inappropriate. We believe that it is time to thank Mr. Jones for his very long involvement with the Company and elect a new, truly independent Director.
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