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Preliminary
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Confidential,
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Southside
Bancshares, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
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Check
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was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Persons
who are to respond to the collection of information contained
in this form
are not required to respond unless the form displays a currently
valid OMB
control number.
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1.
|
Election
of three directors to serve until the Annual Meeting of Shareholders
in
2010.
|
2.
|
Transactions
of such other business that may properly come before the Annual
Meeting or
any adjournment thereof.
|
By
Order of the Board of Directors
|
|
/s/ B. G. Hartley | |
B.
G. Hartley
|
|
Chairman
of the Board
|
(1)
|
Election
of three directors to serve until the Annual Meeting of Shareholders
in
2010.
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(2)
|
Transactions
of such other business that may properly come before the Annual
Meeting or
any adjournment thereof.
|
·
|
Alton
Cade
|
·
|
B.
G. Hartley
|
·
|
Paul
W. Powell
|
NOMINEES
FOR DIRECTORS
TERMS
TO EXPIRE AT THE 2010 ANNUAL MEETING
|
INITIAL
ELECTION
TO
BOARD
|
|
ALTON
CADE
(70) - Mr. Cade was the co-owner and President of Cade’s Building
Materials from 1975 until his retirement on January 1, 2007. He
is the
President and owner of Cochise Company, Inc., a real estate and
investment
company he formed in 1960. In addition, he is the managing partner
of a
family ranch and investment company. He has served as an Elder/Trustee
of
Glenwood Church of Christ since 1977.
|
2003
|
|
B.
G. HARTLEY (77)
- Mr. Hartley became Chairman of the Board of the Company in 1983.
He is
also the Chief Executive Officer of the Company and Chairman of
the Board
and Chief Executive Officer of Southside Bank, having served as
Southside
Bank's Chief Executive Officer since its opening in 1960. He is
a current
member of the Administrative Counsel of the American Bankers Association
(“ABA”) Government Relations Committee, a former member of the ABA Board
of Directors and past Chairman of the ABA National BankPac Committee,
a
member of the Board of Directors of East Texas Medical Center Regional
Healthcare Systems and past Chairman of Texas Taxpayers and Research
Association. He is also a member of the Development Boards of the
University of Texas at Tyler, the University of Texas Health Center
at
Tyler, and Trustee of the R. W. Fair Foundation.
|
1982
|
|
PAUL
W. POWELL
(73) - Mr. Powell serves as the Dean of the Truett Theological
Seminary at
Baylor University, where he is also Dean and Special Assistant
to the
University President since 2001. He serves as an Officer of the
Robert M.
Rogers Foundation and has also served as Chairman of the Board
of Trinity
Mother Frances Health System. In addition, he served as Chairman
and Chief
Executive Officer of the Southern Baptist Annuity Board and was
also
pastor of Green Acres Baptist Church, Tyler.
|
1999
|
|
DIRECTORS
CONTINUING UNTIL THE 2008 ANNUAL MEETING
|
INITIAL
ELECTION
TO
BOARD
|
|
SAM
DAWSON
(59) - Mr. Dawson is President and Secretary of the Company, having
served
in that capacity since 1998. He joined Southside Bank in 1974 and
is
currently President, Chief Operating Officer and a director of
Southside
Bank. He is a director of East Texas Medical Center (“ETMC”) Hospital,
Cancer Institute and ETMC Rehabilitation Hospital. He also serves
as a
director of the Camp Tyler Foundation.
|
1997
|
|
MELVIN
B. LOVELADY
(70) - Mr. Lovelady is a CPA. He is a member of the American Institute
of
Certified Public Accountants, the Texas Society of Certified Public
Accountants and the East Texas Chapter of the Texas Society of
Certified
Public Accountants. He was a founding member of Henry & Peters
Financial Services, LLC, organized in 2000, which was sold to Bridge
Wealth Management, LLC in 2006. He was also an officer and shareholder
of
the accounting firm, Henry & Peters, PC from November 1987 through
December 31, 2004. He was a partner in the accounting firm of Squyres
Johnson Squyres & Co. prior to joining Henry & Peters, PC. He is
currently serving as Chairman of the Board of the East Texas Communities
Foundation, Inc., a member of the Development Boards of the University
of
Texas at Tyler and the University of Texas Health Center at Tyler.
He is
also a member of the Board of Directors of the Tyler Junior College
Foundation, the University of Texas at Tyler Foundation, the A.
W. Riter,
Jr. Family Foundation, and Trustee of the R. W. Fair Foundation.
He also
serves on the Investment Advisory Board of the Texas Treasury Safekeeping
Trust Company.
|
2005
|
|
WILLIAM
SHEEHY
(66) - Mr. Sheehy retired on January 1, 2007 as senior partner
of the law
firm of Wilson, Sheehy, Knowles, Robertson & Cornelius PC. Mr. Sheehy
formerly served as outside counsel of Southside Bank and is a former
director of the Texas Association of Bank Counsel.
|
1983
|
DIRECTORS
CONTINUING UNTIL THE 2009
ANNUAL MEETING
|
INITIAL
ELECTION
TO
BOARD
|
|
HERBERT
C. BUIE
(76) - Mr. Buie has been Chief Executive Officer of Tyler Packing
Corporation, Inc., a meat-processing firm, since 1955. He serves
on the
Boards of Directors of the University of Texas Health Center at
Tyler, the
Development Board of Directors of the University of Texas at Tyler,
the
East Texas Regional Food Bank, the Salvation Army, Tyler Economic
Development Council, Texas Chest Foundation and East Texas Communities
Foundation.
|
1988
|
|
ROBBIE
N. EDMONSON
(75) - Mr. Edmonson is Vice Chairman of the Board of the Company,
having
served in that capacity since 1998. He joined Southside Bank as
Vice
President in 1968 and currently is Vice Chairman of the Board of
Directors
of Southside Bank and Chief Administrative Officer of Southside
Bank.
|
1982
|
|
MICHAEL
D. GOLLOB
(74) - Mr. Gollob is a CPA. He is the founder of the certified
public
accounting firm of Gollob, Morgan, Peddy & Co., PC organizing the firm
in 1982. He retired January 1, 2005. He serves on the Texas Prepaid
Higher
Education Tuition Board and the Development Board of The University
of
Texas Health Center at Tyler. He is a member of the American Institute
of
Certified Public Accountants and the Texas Society of Certified
Public
Accountants. He is also involved in timber and oil and gas
investments.
|
1999
|
|
JOE
NORTON
(70) - Mr. Norton owns Norton Equipment Corporation and is a general
partner in Norton Leasing Ltd., LLP. Mr. Norton served as President
and
was a principal shareholder of Norton Companies of Texas, Inc.
for 25
years. He also owned W. D. Norton, Inc. d/b/a Overhead Door, for
16
years.
|
1988
|
NAMED
EXECUTIVE OFFICERS
|
INITIAL
ELECTION
TO
BOARD
|
|
JERYL
STORY (55)
- Mr. Story has served as Executive Vice President of the Company
since
2000. He joined Southside Bank in 1979 and is currently Senior
Executive
Vice President and a director of Southside Bank and is responsible
for all
lending functions.
|
N/A
|
|
LEE
R. GIBSON, CPA (50)
- Mr. Gibson has served as Executive Vice President and Chief Financial
Officer of the Company and Southside Bank since 2000. He is also
a
director of Southside Bank. He joined Southside Bank in 1984 and
in
addition to being the Chief Financial Officer is responsible for
management of the investment portfolio and asset-liability management
for
the Company. He is Chairman of the Board of Directors of the Federal
Home
Loan Bank of Dallas and also serves on the Executive Board of the
East
Texas Area Council of Boy Scouts.
|
N/A
|
·
|
each
person known by us to beneficially own more than 5% of our outstanding
common stock;
|
·
|
each
of our directors; and
|
·
|
each
of our executive officers included in our Summary Compensation
Table;
|
·
|
all
of our directors and executive officers as a group.
|
Name
Of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership (1)
|
Percent
Of Class
|
First
National Bank Group, Inc.(2)
|
630,000
|
5.1%
|
Alton
Cade(3)
|
35,441
|
*
|
B.
G. Hartley(4)
|
262,382
|
2.1%
|
Paul
W. Powell
|
38,062
|
*
|
Sam
Dawson(5)
|
146,826
|
1.2%
|
Melvin
B. Lovelady(6)
|
6,759
|
*
|
William
Sheehy(7)
|
73,666
|
*
|
Herbert
C. Buie(8)
|
428,737
|
3.5%
|
Robbie
N. Edmonson(9)
|
93,980
|
*
|
Michael
D. Gollob(10)
|
93,796
|
*
|
Joe
Norton(11)
|
160,405
|
1.3%
|
Jeryl
Story(12)
|
131,126
|
1.1%
|
Lee
R. Gibson(13)
|
64,615
|
*
|
All
directors, nominees and executive officers of the company as
a group (12
persons).
|
1,535,795
|
12.4%
|
*
|
Less
than 1% of total outstanding shares (12,357,516) as of February
15,
2007.
|
(1)
|
Unless
otherwise indicated, each person has sole voting and investment
power with
respect to the shares of common stock set forth opposite his name.
In
addition, shares beneficially owned include stock acquirable by
exercise
of stock options exercisable within sixty (60) days of the record
date.
|
(2)
|
The
address of First National Bank Group, Inc. is 100 West Cano, Edinburg,
Texas 78539
|
(3)
|
Mr.
Cade has joint voting and investment power with his wife with respect
to
17,182 shares and also owns 17,047 shares as President of Cochise
Company,
Inc. Mr. Cade has voting and investment power, as trustee of the
Cade
Residuary Trust, which owns 1,212
shares.
|
(4)
|
Mr.
Hartley has sole voting and investment power with respect to 130,959
shares. He also has sole voting power, but not investment power,
with
respect to 15,965 shares owned in the Company’s ESOP Plan, in which he is
100% vested. Also included in the total are 20,348 shares owned
by Mr.
Hartley’s wife (2,817 of those shares are owned in the Company’s ESOP
Plan) of which Mr. Hartley disclaims beneficial interest. Mr. Hartley
has
95,110 shares subject to incentive stock options that are exercisable
within 60 days of the record date.
|
(5)
|
Mr.
Dawson holds sole voting and investment power with respect to 54,833
shares and has sole voting power, but not investment power, with
respect
to 8,771 shares owned in the Company's ESOP Plan, in which he is
100%
vested. Also included in the total are 81,040 shares subject to
incentive
stock options that are exercisable within 60 days of the record
date.
Included in the total are 2,182 shares owned by Mr. Dawson’s wife, of
which he disclaims all beneficial
interest.
|
(6)
|
Mr.
Lovelady has joint voting and investment power with his wife with
respect
to 6,759 shares owned jointly.
|
(7)
|
Mr.
Sheehy has sole voting and investment power with respect to 62,732
shares
owned individually. Mr. Sheehy also owns 10,934 shares in an individual
retirement account and has sole voting and investment power in
these
shares.
|
(8)
|
Mr.
Buie has sole voting and investment power with respect to 391,919
shares
owned individually. Mr. Buie owns 22,010 shares in individual retirement
accounts and has sole voting and investment power in these shares.
Also
included in the total are 9,825 shares owned by Mr. Buie’s wife, 2,602
shares owned by Mrs. Buie as trustee for their son and 2,381 shares
owned
by Mrs. Buie as trustee for their daughter. Mr. Buie disclaims
beneficial
ownership of these 14,808 shares.
|
(9)
|
Mr.
Edmonson has sole voting and investment power with respect to 65,795
shares and has voting power, but not investment power, with respect
to
11,891 shares, owned in the Company’s ESOP Plan, in which he is 100%
vested. Also included in the total are 16,294 shares subject to
incentive
stock options that are exercisable within 60 days of the record
date.
|
(10)
|
Mr.
Gollob has sole voting and investment power with respect to 75,390
shares
owned individually. Mr. Gollob also owns 17,720 shares in an individual
retirement account and has sole voting and investment power in
these
shares. Mr. Gollob’s wife has 686 shares in an individual retirement
account and Mr. Gollob disclaims beneficial ownership of these
shares,
which are included in the total.
|
(11)
|
Mr.
Norton has sole voting and investment power with respect to 154,747
shares
and is custodian for his granddaughter for 3,739 shares and his
grandson
for 1,919 shares, of which he disclaims all beneficial
interest.
|
(12)
|
Mr.
Story owns 60,667 shares and has sole voting and investment power
for
these shares. In addition, he has joint voting and investment power
with
his wife with respect to 71 shares and sole voting, but not investment
power, with respect to 8,899 shares owned in the Company’s ESOP plan, in
which he is 100% vested. Also included in the total are 61,489
shares
subject to incentive stock options that are exercisable within
60 days of
the record date.
|
(13)
|
Mr.
Gibson has sole voting power and investment power with respect
to 4,846
shares owned individually. He also has sole voting power, but not
investment power, with respect to 8,039 shares owned in the Company’s ESOP
plan, in which he is 100% vested. In addition, he holds 117 shares
as
custodian for his daughter and 87 shares as custodian for his son.
Mr.
Gibson disclaims all beneficial interest in these 204 shares. Also
included in the total are 51,526 shares subject to incentive stock
options
that are exercisable within 60 days of the record
date.
|
·
|
Audit
Committee;
|
·
|
Nominating
Committee; and
|
·
|
Compensation
Committee.
|
·
|
Executive
Committee;
|
·
|
Loan/Discount
Committee;
|
·
|
Trust
Committee;
|
·
|
Compliance/EDP/CRA
Committee; and
|
·
|
Investment/Asset-Liability
Committee.
|
·
|
No
executive officer of the Company served as a member of the compensation
committee or other board committee performing similar functions
(or on the
board of directors of any entity without such a committee) of another
entity, one of whose executive officers served on the Compensation
Committee of the Company.
|
·
|
No
executive officer of the Company served on the board of directors
of
another entity, one of whose executive officers served on the Compensation
Committee of the Company.
|
·
|
No
executive officer of the Company served as a member of the compensation
committee or other board committee performing similar functions
(or on the
board of directors of any entity without such a committee) of another
entity, one of whose executive officers served as a director of
the
Company.
|
Bank
of the Ozarks
|
Texas
Capital Bancshares, Inc.
|
|
MetroCorp
Bancshares, Inc.
|
Simmons
First National Corp
|
|
Southwest
Bancorp, Inc.
|
Iberiabank
Corp
|
|
BancFirst
Corp, Oklahoma
|
Texas
United Bancshares, Inc.
|
|
First
Financial Bankshares
|
Summit
Bancshares, Inc.
|
|
Prosperity
Bancshares, Inc.
|
First
State Bancorp, New Mexico
|
|
Sterling
Bancshares, Inc.
|
·
|
Base
salary;
|
·
|
Bonus;
|
·
|
Retirement
benefits;
|
·
|
Split
dollar agreements; and
|
·
|
Perquisites
and other personal benefits.
|
·
|
peer
group data;
|
·
|
internal
review of the executive’s compensation, both individually and relative to
our other officers; and
|
·
|
individual
performance of the executive.
|
Name
and Principal Position
|
Year
|
Salary
(1)
|
Bonus
(2)
|
Change
in
Pension
Value
(3)
|
All
Other
Compen-
sation
(4)
|
Total
|
B.
G. Hartley
-
Chairman
of the Board and Chief Executive Officer of the Company and Southside
Bank
|
2006
|
$
422,500
|
$
52,813
|
$
-
|
$
83,263
|
$
558,576
|
Sam
Dawson
-
President,
Secretary and Director of the Company; President, Chief Operating
Officer
and Director of Southside Bank
|
2006
|
$
300,500
|
$
37,563
|
$
154,916
|
$
20,590
|
$
513,569
|
Jeryl
Story
-
Executive
Vice President of the Company; Senior Executive Vice President
and
Director of Southside Bank
|
2006
|
$
261,000
|
$
32,625
|
$
62,815
|
$
16,733
|
$
373,173
|
Lee
R. Gibson,
CPA - Executive
Vice President and Chief Financial Officer of the Company and
Southside
Bank and Director of Southside Bank
|
2006
|
$
277,500
|
$
34,688
|
$
-
|
$
17,889
|
$
330,077
|
(1) |
Includes
amounts deferred at the officer’s election pursuant to the Company’s
401(k) Plan.
|
(2) |
Reflects
an annual bonus equal to 12.5% of base salary paid to each NEO.
|
(3)
|
The
amounts reported in this column reflect the aggregate actuarial
increase
in the present value of the NEOs benefits under the Pension Plan
and the
Restoration Plan determined using interest rate and mortality rate
assumptions consistent with those used in the Company’s financial
statements. The changes in pension values for the NEOs under the
Pension
Plan were as follows: Mr. Hartley - ($68,710); Mr. Dawson - $75,587;
Mr.
Story - $38,499 and Mr. Gibson - $17,242. The change in pension
value for
the NEOs under the Restoration Plan were as follows: Mr. Hartley
-
($24,394); Mr. Dawson - $79,329; Mr. Story - $24,316; Mr. Gibson
-
($20,247). The aggregate change in pension value for Messrs. Hartley
and
Gibson for the Pension Plan and the Restoration Plan was a decrease
of
($93,104) and ($3,005), respectively. Descriptions of the Pension
Plan and
Restoration Plan follow the Pension Benefits table in this Proxy
Statement.
|
(4)
|
Amounts
included in this column are as follows:
|
Hartley
|
Dawson
|
Story
|
Gibson
|
||||||||||
Life
Insurance
(a)
|
$
|
27,215
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Director
Fees from Southside Bank (c)
|
7,500
|
7,500
|
7,500
|
7,500
|
|||||||||
Tax
Gross Ups (b)
|
37,564
|
2,234
|
1,433
|
813
|
|||||||||
Company
Provided Automobile (d)
|
4,068
|
3,541
|
5,150
|
3,897
|
|||||||||
Club
Dues (e)
|
6,916
|
7,315
|
2,650
|
5,679
|
|||||||||
Total
|
$
|
83,263
|
$
|
20,590
|
$
|
16,733
|
$
|
17,889
|
(a)
|
Mr.
Hartley was paid a bonus to pay life insurance premiums.
|
(b)
|
The
Company paid gross-up bonuses in accordance with the split dollar
agreements during 2006. In addition, Mr. Hartley was paid a gross
up bonus
associated with reimbursement of life insurance premiums of
$17,785.
|
(c)
|
Each
NEO is also a director of Southside Bank and received director
fees in
2006 of $7,500.
|
(d)
|
The
NEOs have use of a Company provided automobile. The incremental
cost to
the Company during 2006 included fuel, maintenance costs and insurance.
There were no new automobiles purchased for the NEOs in
2006.
|
(e)
|
The
incremental cost of Company-provided club dues to the
NEOs.
|
Options
Awards
|
||||
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
(1)
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
B.
G. Hartley
|
19,551
4,141
22,166
49,252
|
-
-
-
-
|
$
5.44
6.18
5.97
5.51
|
6/5/2007
10/15/2008
6/10/2009
8/31/2010
|
Sam
Dawson
|
19,551
4,141
22,166
35,182
|
-
-
-
-
|
$
5.44
6.18
5.97
5.51
|
6/5/2007
10/15/2008
6/10/2009
8/31/2010
|
Jeryl
Story
|
4,141
22,166
35,182
|
-
-
-
|
$
6.18
5.97
5.51
|
10/15/2008
6/10/2009
8/31/2010
|
Lee
R. Gibson, CPA
|
4,141
22,166
25,219
|
-
-
-
|
$
6.18
5.97
5.51
|
10/15/2008
6/10/2009
8/31/2010
|
(1)
|
All
options listed above are fully vested. The options vested at a
rate of 20%
per year over the first five years of the ten year option term.
|
Option
Awards
|
Stock
Awards
|
|||
Name
|
Number
of Shares Acquired On Exercise (#)
|
Value
Realized on Exercise ($) (1)
|
Number
of Shares Acquired on Vesting (#)
|
Value
Realized on Vesting ($)
|
B.
G. Hartley
|
-
|
$
-
|
N/A
|
N/A
|
Sam
Dawson
|
22,454
|
348,132
|
N/A
|
N/A
|
Jeryl
Story
|
17,925
|
341,079
|
N/A
|
N/A
|
Lee
R. Gibson, CPA
|
8,651
|
138,204
|
N/A
|
N/A
|
(1)
|
The
“value realized” represents the difference between the exercise price of
the option shares and the market price of the option shares on
the date
the option was exercised, without tax
considerations.
|
Plan
Category
|
Number
of Shares to be Issued Upon Exercise of Outstanding Options
(1)
|
Weighted-Average
Exercise Price of Outstanding Options
|
Number
of Shares Available for Future Grants
|
Plans
approved by shareholders
|
575,482
|
$
6.05
|
None
|
Plans
not approved by shareholders
|
-
|
-
|
-
|
Total
|
575,482
|
$
6.05
|
None
|
(1)
|
Reflects
stock options outstanding under the Company’s 1993 Incentive Stock Option
Plan.
|
Name
|
Plan
Name
|
Number
of Years Credited Service (#)
|
Present
Value of Accumulated Benefit ($)
|
Payments
During Last Fiscal Year ($)
|
|||||||||
B.
G. Hartley
|
Pension
Plan
|
N/A
|
$
|
1,047,581
|
$
|
152,035
|
|||||||
|
Restoration
Plan
|
N/A
|
371,927
|
53,978
|
|||||||||
|
Deferred
Compensation Agreement
|
N/A
|
1,312,000
|
-
|
|||||||||
Sam
Dawson
|
Pension
Plan
|
32.5
|
$
|
965,413
|
$
|
-
|
|||||||
|
Restoration
Plan
|
32.5
|
631,924
|
-
|
|||||||||
|
Deferred
Compensation Agreement
|
N/A
|
233,000
|
-
|
|||||||||
Jeryl
Story
|
Pension
Plan
|
27.167
|
$
|
610,108
|
$
|
-
|
|||||||
|
Restoration
Plan
|
27.167
|
315,675
|
-
|
|||||||||
|
Deferred
Compensation Agreement
|
N/A
|
130,000
|
-
|
|||||||||
Lee
R. Gibson, CPA
|
Pension
Plan
|
22.417
|
$
|
364,097
|
$
|
-
|
|||||||
|
Restoration
Plan
|
22.417
|
197,015
|
-
|
|||||||||
|
Deferred
Compensation Agreement
|
N/A
|
90,000
|
-
|
Formula
(1)
|
x
|
The
fraction in which the numerator is Credited Service as of 12/31/05
and the
denominator is Credited Service at Normal Retirement
Date
|
|||
|
plus
|
||||
Formula
(2)
|
x
|
The
fraction in which the numerator is Credited Service earned after
12/31/05
and the denominator is Credited Service at Normal Retirement
Date
|
SFAS
87 Discount Rate as of 12/31/05
|
5.625%
|
SFAS
87 Discount Rate as of 12/31/06
|
6.050%
|
Expected
Retirement Age
|
65
|
Post-Retirement
Mortality
|
1994
Group Annuity Reserving Mortality Table for males and
females
|
Pre-Retirement
Mortality, Disability or Turnover
|
None
|
Form
of Payment
|
|
· Qualified
Retirement Plan
|
10-Year
Certain & Life Annuity
|
· NonQualifed
Restoration Plan
|
10-Year
Certain & Life Annuity
|
Name
(a)
|
Fees
Earned or Paid in Cash ($)
|
All
Other Compensation ($)
|
Total
|
Fred
E. Bosworth (1)
|
$
31,300
|
-
|
$31,300
|
Herbert
C. Buie (2)
|
61,900
|
-
|
61,900
|
Alton
Cade (3)
|
51,000
|
-
|
51,000
|
Michael
D. Gollob, CPA (4)
|
55,000
|
-
|
55,000
|
Melvin
B. Lovelady, CPA (5)
|
58,800
|
-
|
58,800
|
Joe
Norton (6)
|
60,000
|
-
|
60,000
|
Paul
W. Powell (7)
|
62,300
|
-
|
62,300
|
William
Sheehy (8)
|
44,400
|
-
|
44,400
|
Robbie
N. Edmonson (9)
|
7,500
|
-
|
7,500
|
(1)
|
Fred
E. Bosworth was compensated $22,300 and $9,000 for serving as director
of
Southside Bank and Southside Bancshares, Inc., respectively. Mr.
Bosworth
died on September 20, 2006.
|
(2)
|
Herbert
C. Buie was compensated $42,000 and $19,900 for serving as director
of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(3) |
Alton
Cade was compensated $31,500 and $19,500 for serving as director
of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(4)
|
Michael
D. Gollob, CPA was compensated $35,500 and $19,500 for serving
as director
of Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(5)
|
Melvin
B. Lovelady, CPA was compensated $36,900 and $21,900 for serving
as
director of Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(6)
|
Joe
Norton was compensated $40,100 and $19,900 for serving as director
of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(7) |
Paul
W. Powell was compensated $42,400 and $19,900 for serving as director
of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(8)
|
William
Sheehy was compensated $31,400 and $13,000 for serving as director
of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(9)
|
Robbie
N. Edmonson, the Company’s Vice Chairman of the Board, is an officer and
director of Southside Bank and Southside Bancshares, Inc. and was
compensated $7,500 for serving as director of Southside Bank. Mr.
Edmonson
received no compensation for his service as director of Southside
Bancshares, Inc.
|
(10)
|
B.
G. Hartley, the Company’s Chairman of the Board and Chief Executive
Officer and Sam Dawson, the Company’s President and Secretary, are not
included in this table, as they are officers of Southside Bank
and thus
received no compensation for their service as directors of Southside
Bancshares, Inc. The compensation received by Messrs. Hartley and
Dawson
as officers and directors of Southside Bank are shown in the Summary
Compensation Table.
|
YEARS
ENDED
|
|||||||
2006
|
2005
|
||||||
Audit
Fees
|
$
|
412,000
|
$
|
393,750
|
|||
Audit-Related
Fees (a)
|
4,500
|
4,500
|
|||||
Tax
Fees (b)
|
17,410
|
13,420
|
|||||
All
Other Fees (c)
|
1,599
|
1,599
|
|||||
Total
Fees(d)
|
$
|
435,509
|
$
|
413,269
|
(a)
|
Fees
for services performed in connection with the filing of the Company’s
Registration on Form S-3 for the Company’s Dividend Reinvestment Plan, as
well as fees paid in connection with Student Loan Attestation engagements
for the U. S. Department of
Education.
|
(b)
|
Fees
primarily for tax return preparation, advice and
planning.
|
(c)
|
Fees
for use of the PwC online research financial
library.
|
(d)
|
The
above fees exclude $26,000 and $25,500 in out-of-pocket reimbursed
travel
expenses for the years ended December 31, 2006 and 2005,
respectively.
|
/s/
B. G. Hartley
|
||
B.
G. Hartley
|
||
Chairman
of the Board
|
000004 | ||||
|
MR
A SAMPLE
DESIGNATION
(IF ANY)
ADD
1
ADD
2
ADD
3
ADD
4
ADD
5
ADD
6
|
|
Using
a black
ink pen,
mark your votes with an X
as
shown in this
example. Please do not write outside the designated areas.
|
x
|
Annual
Meeting Proxy Card
|
A
|
Proposals
— The Board of Directors recommends a vote FOR the listed
nominees.
|
1.
Election of Directors:
|
For
|
Withhold
|
For
|
Withhold
|
For
|
Withhold
|
||
01
- Alton Cade
|
¨
|
¨
|
02
- B. G. Hartley
|
¨
|
¨
|
03
- Paul W. Powell
|
¨
|
¨
|
B
|
Non-Voting
Items
|
Change of Address— Please print new address below |
C
|
Authorized
Signatures — This section must be completed for your vote to be counted. —
Date and Sign Below
|
.Date
(mm/dd/yyyy) — Please print date below.
|
Signature
1 — Please keep signature within the box.
|
Signature
2 — Please keep signature within the box.
|
|||||||
/
|
/
|
||||||||
C
1234567890
30AV
|
JNT
0122891
|
MR
A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140
CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND
|
Proxy
— Southside Bancshares,
Inc.
|