-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FcftfvpxOuLM883qzFyhrP8OOPQvn+DR/1i6Gw18b5xDP8k7sBswGDlEctKRX/JG K8Z4CMy9scEpujGcGqS0Kw== 0000906318-09-000052.txt : 20090409 0000906318-09-000052.hdr.sgml : 20090409 20090409163033 ACCESSION NUMBER: 0000906318-09-000052 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090409 DATE AS OF CHANGE: 20090409 EFFECTIVENESS DATE: 20090409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCNB CORP CENTRAL INDEX KEY: 0001074902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311626393 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26121 FILM NUMBER: 09743080 BUSINESS ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 BUSINESS PHONE: 5139321414 MAIL ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 DEFA14A 1 lcnbdefa14a.htm DEFINITIVE ADDITIONAL MATERIALS .

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC


SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant [X]


Filed by a Party other than the Registrant [   ]

Check the appropriate box:


[   ] Preliminary Proxy Statement

[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[   ] Definitive Proxy Statement

[X] Definitive Additional Materials

[   ] Soliciting Material Pursuant to Section 240.14a-12

LCNB CORP.

..................................................................

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.


[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction  applies:

...........................................................

2) Aggregate number of securities to which transaction applies:

...........................................................





3) Per unit price of 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):

...........................................................

4) Proposed maximum aggregate value of transaction:

...........................................................

5) Total fee paid:

...........................................................

[  ] Fee paid previously with preliminary materials.

[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

N/A

...........................................................

2) Form, Schedule or Registration Statement No.:

N/A

...........................................................

3) Filing Party:

N/A

...........................................................

4) Date Filed:

N/A

...........................................................





LCNB CORP.

2 North Broadway

Lebanon, Ohio  45036





April 9, 2009



Re:

Proxy Statement Supplement for LCNB Corp. for the Annual Meeting of Shareholders to be held on April 28, 2009


Dear Shareholder:

LCNB Corp. (the "Company") does hereby amend (in bold) the Proxy Statement for LCNB Corp. for the Annual Meeting of Shareholders to be held on April 28, 2009 at page twelve, paragraph five to state the following:

In the fiscal year ended December 31, 2008, the Board of Directors met on eight occasions. The directors collectively attended 86% of such meetings and no director attended less than 75% of the meetings, with the exception of William H. Kaufman, who attended 63% of the total number of meetings of the Board of Directors.  The Company encourages its directors to attend the Annual Meeting of the Shareholders, and in 2008, eight of the nine directors attended the meeting.  Directors do not receive any compensation from LCNB for their service on the Board of Directors of LCNB. However, each director of LCNB also serves as a director of LCNB National Bank, the banking subsidiary of LCNB, which meets on a weekly basis, for which each is compensated at a rate of $14,000 annually.  In addition, non-employee directors who serve on committees of the Board of Directors receive $150 for each committee meeting attended. Further, the directors participate like the employees of the Company in the Non-Equity Incentive Plan of the Company, and thus receive cash compensation based upon the success of the Company over the previous year.  In 2008, the directors each received compensation under this plan equal to 11.5% of their annual base compensation and committee meeting fees earned during 2007.   

If you wish to revoke your proxy or vote differently, please refer to the Proxy Statement previously provided for instructions. All proxy materials are made publicly available, free of charge, at http://www.lcnbcorp.com, or you may contact Stephen P. Wilson or Steve P. Foster to request a hard copy of all proxy materials, free of charge, at 1-800-344-BANK.

Very truly yours,



/s/Stephen P. Wilson

Stephen P. Wilson

Chairman and Chief Executive Officer, LCNB Corp.





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