-----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, EXYWuOpCX2vK3xsZuElk/SVjlhW8gCWtHTicT5MP52ypvi440+3x2PhFmWXJ8t5L uXzhRn3j9J8+VHcoQivHiA== 0000865058-01-000001.txt : 20010321 0000865058-01-000001.hdr.sgml : 20010321 ACCESSION NUMBER: 0000865058-01-000001 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010319 FILED AS OF DATE: 20010320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SECURITY GROUP INC CENTRAL INDEX KEY: 0000865058 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 631020300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-18649 FILM NUMBER: 1572119 BUSINESS ADDRESS: STREET 1: 661 E DAVIS ST CITY: ELBA STATE: AL ZIP: 36323 BUSINESS PHONE: 2058972273 DEF 14A 1 0001.txt PROXY STATEMENT THE NATIONAL SECURITY GROUP, INC. 661 EAST DAVIS STREET ELBA, ALABAMA 36323 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS APRIL 19, 2001 Notice is hereby given of the Annual Meeting of Stockholders of The National Security Group, Inc., a Delaware corporation (the "Company"), to be held at the principal executive offices of the Company in Elba, Alabama, on Thursday, April 19, 2001 at 10:00 a.m. (Central Time) for the following purposes: 1. To elect three (3) members to the Board of Directors, to serve for three year terms, and until their successors are duly elected and qualified; 2. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. Only Stockholders of record at the close of business on March 19, 2001 shall be entitled to notice of and to vote at the Annual Meeting. Stockholders are cordially invited to attend the Annual Meeting in person. BY ORDER OF THE BOARD OF DIRECTORS Bette Ham Secretary Elba, Alabama March 19, 2001 THE NATIONAL SECURITY GROUP, INC. 661 East Davis Street Elba, Alabama 36323 PROXY STATEMENT This document, which constitutes a Proxy Statement for The National Security Group, Inc., (the "Company") is being furnished to the holders of the common stock of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m. (Central Time) on April 19, 2001 at the principal executive offices of the Company (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders will vote to elect three directors to serve for three year terms, and until their successors are duly elected and qualified. All costs in connection with the solicitation of the enclosed proxy will be paid by the Company. The date of this Proxy Statement is March 19, 2001. GENERAL This Proxy Statement is being mailed to holders of the Company Common Stock on or about March 19, 2001, in connection with the solicitation by the Board of Directors of the Company of proxies to be used at the Annual Meeting to be held at the Company's principal executive offices, 661 East Davis Street, Elba, Alabama 36323, on Thursday, April 19, 2001, at 10:00 a.m. (Central Time). At the Annual Meeting, the stockholders of the Company will elect three directors to serve for three year terms. If the enclosed proxy is properly signed and returned, your shares will be voted on all matters that properly come before the Annual Meeting for a vote. If instructions are specified in your signed proxy with respect to matters being voted upon, your shares will be voted in accordance with your instructions. If no instructions are so specified, your shares will be voted "FOR" the election of the persons nominated as directors in the proxy statement. So far as is now known, there is no business to be acted upon at the Annual Meeting other than as set forth above, and it is not anticipated that other matters will be brought before the Annual Meeting. If, however, other appropriate matters are duly brought before the Annual Meeting, the persons appointed as proxy agents will have discretion to vote or act thereon according to their own judgment. A proxy may be revoked if written notice of such revocation is received by Mrs. Bette Ham, Secretary, The National Security Group, Inc., 661 East Davis Street, Elba, Alabama 36323, at any time before the taking of the vote at the Annual Meeting. Whether or not you attend the Annual Meeting, your vote is important. Accordingly, you are asked to sign and return the accompanying proxy, regardless of the number of shares you own. Shares can be voted at the Annual Meeting only if the holder is present or represented by proxy. The Board of Directors has fixed the close of business on March 19, 2001, as the record date for the determination of stockholders who are entitled to notice of, and to vote at the Annual Meeting and any adjournments thereof. On the record date, the Company had outstanding 2,055,811 shares of Company Stock, the holders of which are entitled to one vote per share. No shares of any other class of Company stock are issued or outstanding. A proxy may be revoked at any time prior to its exercise (i) by filing with the Secretary of the Company either an instrument revoking the proxy or a duly executed proxy bearing a later date or (ii) by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting by itself will not 1 revoke aproxy. Shares of Common Stock represented by a properly executed and returned proxy will be treated as present at the Annual Meeting for purposes of determining a quorum without regard to whether the proxy is marked as casting a vote for or against or abstaining with respect to a particular matter. In addition, shares of Common Stock represented by "broker non-votes" (i.e., shares of Common Stock held in record name by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote, (ii) the broker or nominee does not have discretionary voting power or (iii) the record holder has indicated that it does not have authority to vote such shares on the matter) generally will be treated as present for the purposes of determining a quorum. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock of the Company present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required for the election of the nominees to the Board of Directors. With respect to this matter, an abstention will have the same effect as a negative vote, but because shares held by brokers will not be considered entitled to vote on matters as to which brokers would hold authority, a broker non-vote will have no effect on the vote. ELECTION OF DIRECTORS The Bylaws of the Company provide that the Board of Directors shall be divided into three classes as nearly equal in number as possible. The term of each director is three years and the terms are staggered to provide for the election of one class of directors each year. Three directors will be elected at the Annual Meeting. Lewis Avinger, Carolyn Brunson and James B. Saxon (the "Nominees") have been nominated by the Board of Directors for election, to serve for a term of three years. All of the nominees are currently serving as directors of the Company. The persons named in the enclosed proxy intend to vote "FOR" the election of the Nominees unless the proxy is marked to indicate that such authorization is expressly withheld. Should any of the Nominees be unable to accept nomination or election (which the Board of Directors does not expect) or should any other vacancy have occurred in the Board, it is the intention of the persons named in the enclosed proxy to vote for the election of the person or persons whom the Board of Directors recommends. The following tables set forth the names and certain information concerning the Nominees and each other director who will continue to serve (the "Continuing Directors") as a director of the Company after the Annual Meeting: NOMINEES Positions Held Age at Director Name with the Company Dec.31,2000 Since* Lewis Avinger Director 78 1984 Carolyn Brunson Director 73 1978 James B. Saxon Director 66 1982 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS. 2 Continuing Directors Age at Director End of Name Dec.31,2000 Since* Present Term Winfield Baird 68 1964 2002 J. E. Brunson 44 1999 2003 J. R. Brunson 72 1962 2003 W. L. Brunson, Jr. 42 1999 2002 Fred Clark, Jr. 40 1996 2002 D. M. English 82 1947 2003 M. L. Murdock 58 1976 2002 Walter Wilkerson 53 1984 2003 *In 1990 National Security Insurance Company was reorganized as a holding company system pursuant to a plan of exchange whereby The National Security Group, Inc., (the "Company"),became the holding company for National Security Insurance Company (the "Life Company"), and its prior subsidiaries, National Security Fire & Casualty Company (the "Casualty Company"), and NATSCO, Inc., ("NATSCO"). References to tenure with the Company (in the above table and in the following biographical section) include the individual's tenure with the Life Company prior to the reorganization. BIOGRAPHICAL INFORMATION The business experience of each of the Nominees and Continuing Directors is set forth below. Nominees LEWIS AVINGER is a retired Savings and Loan executive from Montgomery, Alabama. CAROLYN BRUNSON presently serves as the Managing Partner of Brunson Properties (formerly the W. L. Brunson Estate), a family partnership engaged in investments. JAMESB. SAXON is a retired executive of Anderson Products, Square D Company, Leeds, Alabama. Continuing Directors WINFIELD BAIRD is currently a Financial Advisor with UBS Paine Webber Stock Brokerage Firm Inc. of Birmingham, Alabama. J. E. BRUNSON has served as President of the Fire and Casualty Company since 1997. He also serves on the Board of Directors of the Casualty Company, the Life Company and Omega One. J. R. BRUNSON served as President and Chief Executive Officer of the Company from 1978 through 1999. He previously held the position of Senior Vice President. He joined the Company in 1953. 3 W. L. BRUNSON, JR. is President and Chief Executive Officer and Director of the Company, effective January 1, 2000. He previously held the position of President of the Life Company. He joined the Company in 1983. Mr. Brunson is also a Director of the Casualty Company, NATSCO, the Life Company and Omega One. FRED D. CLARK, JR. is currently President of The Clark Company, LLC in Montgomery, Alabama, and serves as Executive Director of the Electric Cities of Alabama. He was formerly Executive Director of the Alabama Farmers Federation, President of Alabama Rural Electric Association of Cooperatives, Montgomery, Alabama, State Director for U.S. Senator Richard Shelby, Legislative Representative for National Rural Electric Cooperative Association, and Legislative Assistant to U.S. Senator Howell Heflin. D.M. ENGLISH is a retired urban renewal administrator. He became a Director of the Company upon its founding in 1947 and served as Chairman of the Board from 1987 to 1998. M.L. MURDOCK , has served as Senior Vice President, Chief Financial Officer and Treasurer of the Company since 1982. Prior to that time he served as Vice President and Controller of the Company. He joined the Company in 1970. Mr. Murdock is also a director of the Life Company, the Fire Company, Omega One Insurance Company, Inc., and NATSCO, Inc. WALTER WILKERSON is a certified public accountant and partner in the firm Barr, Brunson, Wilkerson and Bowden in Enterprise, Alabama. BOARD COMMITTEES AND MEETINGS During the last full fiscal year the Board of Directors of the Company held four regularly scheduled and special meetings. All directors attended at least 75% of the meetings of the Board of Directors and the committees on which they served during fiscal year 2000. Compensation Committee. The Compensation Committee, whose members have been appointed annually by the Board of Directors, is currently composed of Walter Wilkerson, James B. Saxon and Lewis Avinger. The Committee is responsible for recommending officers, the salaries of officers, directors fees and officer bonuses to the Board of Directors for full consideration. The Compensation Committee met once in fiscal year 2000. Audit Committee. The Audit Committee is comprised of James B. Saxon, Winfield Baird, Lewis Avinger and Walter P. Wilkerson. The principal functions of the Audit Committee include making recommendations to the Board of Directors concerning the selection of independent auditors, approval of proposed independent audit fees, review of internal, independent, and regulatory audit results, review of proposed corrective actions and results thereof with senior management, review and approval of internal audit functions and controls and obtaining assurances of regulatory compliance from independent auditors. The Audit Committee met twice in fiscal year 2000. Nominating Committee. The Nominating Committee is comprised of Walter P. Wilkerson, J. E. Brunson, and J. R. Brunson. This committee is responsible for the nomination of directors. No procedure has been established by the committee for considering nominations by the stockholders. The Nominating Committee met once in fiscal year 2000. 4 DIRECTORS' REMUNERATION Remuneration of directors is usually adjusted annually. Directors are currently paid an annual fee of $3,300 ($4,622 for the Chairman), plus $635 per meeting attended and mileage reimbursement of $.31 per mile. In addition, directors receive $250 per year for each Board committee on which he or she serves, the total not to exceed $500. The Company has established an "Unfunded Plan of Deferred Compensation" which allows Directors to defer fees otherwise payable to them for attending Board meetings or serving on committees. Participating directors may, at their option, elect to have the deferred fees credited to either a cash account, which accrues interest quarterly at a prime interest rate, or to a stock account, under which such deferred amounts are treated as if they had been invested in shares of the Company's common stock. Stock accounts may only be distributed in their equivalent value in cash. All accounts under the plan are unfunded and do not represent claims against specific assets of the Company. STOCK OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS The following table sets forth information as of December 31, 2000, as to the number of shares of Company Common Stock beneficially owned by (a) each of the Company's directors, (b) the nominees for director and (c) the directors and executive officers of the Company as a group. SHARES OF COMMON STOCK BENEFICIALLY PERCENT OF NAMES OWNED 1 COMMON STOCK Lewis Avinger 1,000 .05% Winfield Baird 98,258 4.78% Carolyn E. Brunson 324,3132 15.78% J. E. Brunson 9,3521 .45% J. R. Brunson 113,555 5.52% W. L. Brunson, Jr. 70,2613 3.42% Fred Clark, Jr. 89,0864 4.33% D. M. English 91,814 4.47% M. L. Murdock 1,202 .06% James B. Saxon 19,260 .94% Walter P. Wilkerson 5,695 .28% 5 Directors and Officers (as a group, 13 persons including persons named 831,798 40.46% above) Other closely held stock (as a group, numbering 30 including immediate family members of some directors, emeritus directors, affiliated entities, and employee retirement plan) 579,756 28.20% 1 For purposes of this table, an individual is considered to "beneficially own" any shares of the Company if he or she directly or indirectly has or shares (I) voting power, which includes power to vote or direct voting of the shares; or (ii) investment power, which includes the power to dispose or direct the disposition of the shares. All amounts include stock held in a spouse's name. 2 Includes stock held in Brunson Properties, a partnership (W.L. Brunson Estate), Carolyn E. Brunson and William L. Brunson, Jr., Managing Partners. 3 Includes 63,995 shares held by Estate of Jerry B. Brunson, W. L. Brunson, Jr. and Sara Brunson, co-executors. 4 Includes 88,086 shares held in Trust for Fred Clark, Sr. Estate CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The family relationships, not more remote than first cousin, which exist among the directors and nominees are as follows: Mrs. Carolyn Brunson is the widow of the deceased brother of J.R. Brunson, and mother of William L. Brunson, Jr., President and Chief Executive Officer of the Company, and President of the Life Company. Mr. J.R. Brunson, Mr. D. M. English and Mr. James B. Saxon are first cousins . Mr. J. R. Brunson is the father of Jack E. Brunson, President of the Casualty Company. See also the discussion under the heading "Compensation Committee Interlocks and Insider Participation." INDEPENDENT ACCOUNTANTS The firm of Barfield, Murphy, Shank & Smith, P.C., certified public accountants, is the independent accountant for the Company and its subsidiaries and has performed the audit function for the year ending December 31, 2000. The independent accountant is appointed by the Board of Directors after receiving the recommendation of the Audit Committee. Such appointment is customarily made in July of each year. Consequently, the independent accountant for the fiscal year ending December 31, 2001 has not yet been appointed. No plans have been made for a representative of Barfield, Murphy, Shank & Smith, P.C. to be present at the Annual Meeting. 6 EXECUTIVE COMPENSATION The following table sets forth the remuneration paid by the Company and its subsidiaries during the fiscal year ended December 31, 2000, to each of its executive officers whose annual compensation exceeds $100,000. SUMMARY COMPENSATION TABLE
Name Other Restricted and Principal Position Base Annual Stock Options All Other Year Salary Bonus Comp. Award (s) SARs LTIP Payouts Comp.* ($) ($) - ------------------------- ------ ------------ ---------------- ----------- ----------- --------- ---------------- ---------------- - ------------------------- ------ ------------ ---------------- ----------- ----------- --------- ---------------- ---------------- W.L.Brunson,Jr. President & CEO The National Security 2000 $114,637 17,166 $12,494 Group - 0 - - 0 - - 0 - - 0 - M.L. Murdock, Senior Vice President The National Security Group 2000 $110,584 24,324 $14,615 1999 $109,226 $0 - 0 - - 0 - - 0 - - 0 - $14,742 1998 $107,071 7,766 - 0 - - 0 - - 0 - - 0 - $10,052 J. E. Brunson President, National Security Fire and 2000 $89,579 18,763 $10,979 Casualty Company
*"All Other Compensation" includes the following for W. L.Brunson, Jr. for the year 2000 Contributions to the 401 (K) Retirement Plan of $6,590, Directors Fees of $5,515, and other employee benefits of $389; Mr. Murdock totals for the years 2000, 1999, and 1998 for 401(K) Retirement Plan contributions $6,745, $7,822, and $3,272, Deferred Directors Fees of $6340, $6,725, and $6,340, and other employee benefits of $1,530, $195, and $440. For Mr. J. E. Brunson for the year 2000, for the 401(K) Retirement Plan contributions of $5,417, Directors Fees of $5,265 and other employee benefits of $297. REPORT OF COMPENSATION COMMITTEE The Compensation Committee of the Board of Directors is currently comprised of Walter P. Wilkerson, James B. Saxon and Lewis Avinger, all of whom are outside directors of the Company. The Committee has oversight of the compensation paid to officers and employees of the Company and its subsidiaries, whether by salary or under the Company bonus plan. This Committee also is responsible for recommending officers to the Board of Directors for full consideration and recommending directors fees. The committee members receive director fees as described in this Proxy Statement and do not receive any other compensation from the Company. The Compensation Committee has provided the following report: The objectives of the Company Compensation Policy are 1) to create compensation packages for management which will attract and retain in the Company employment persons of excellent managerial ability and 2) to reward management for corporate performance as measured by the Companys financial results and business achievements and provide incentives for management to make material contributions to the success of the Company, its policyholders, and its shareholders. The Committee strives to maintain an appropriate relationship between executive pay and Company performance. The Companys total compensation structure is comprised of annual base salary and 7 annual cash bonus payments under the Companys Bonus Plan. The structure provides for moderate base salaries, but offers opportunities for executives and supervisors to earn incentive compensation based on Company results. The Company does not presently utilize stock options, rights, or other forms of long-term incentives in its compensation scheme, but such may be considered in the future. The Committee is aware of the provisions of the Internal Revenue Code which restrict deductibility of executive compensation and can confirm that compensation has been and will continue to be tax-deductible as no executive officer will earn in excess of the dollar limitations imposed by such applicable provisions. The Committee believes that base salaries should be competitive as determined by geographic region, salaries within insurance companies of similar size or lines of business, and the type skills that a position requires. The Committee and management review formal surveys of regional compensation levels as well as conducting informal surveys of surrounding business and industry. It is an objective of the policy that base salaries should be kept on the low to medium range of the scale, with compensation supplemented by cash bonuses when financial results warrant. The bonus plan for management and supervisory level employees is based on profits and growth, and requires as a precondition that Company results for a given year reach a threshold level of return on shareholders equity. The threshold is determined by the Compensation Committee and takes into consideration a number of factors including current financial markets and historic patterns of Company operations. Bonuses awarded in a given year are based on the previous years results. Bonuses awarded in 2000 were based on results for 1999. With results for 2000 very similar to 1999, it is anticipated that bonuses of a similar amount will be awarded in 2001 to the Companys executive officers and supervisory personnel. Contributions to executive officers under the Companys 401(K) Retirement Plan are made on the same basis as are contributions to all other participants in the Plan. The Committee continues to review the Companys Compensation Policy in an effort to ensure that it continues to accomplish the intended objectives. While the Company has not and does not currently integrate long-term incentives in its structure, certain forms of long-term incentives are being considered and may be implemented in the future to continue to provide appropriate incentives for management to maximize the Companys long term financial results for the benefit of the stockholders. The Committee believes that the Companys salary and incentive compensation programs are competitive and appropriate for National Security. Walter P. Wilkerson, James B. Saxon, Lewis Avinger. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Compensation Committee of the Board of Directors is currently comprised of Walter Wilkerson, James B. Saxon and Lewis Avinger, all of whom are outside directors. The Committee members receive director fees as described in this Proxy Statement and do not receive any other compensation from the Company. During 2000, Mr. Wilkersons Director compensation was deferred in the amount of $6,340.00, Mr. Saxon received Director compensation of $5,515.00, and Mr. Avinger received director compensation of $5,515.00. 8 EMPLOYEE BENEFITS 401 (K) Plan The Company contributes an amount equal to twice the employees salary deferral amounts, not exceeding 5% of total compensation of all eligible employees, to a Retirement Savings Plan established under 401(K) of the Internal Revenue Service Code of 1986 (the "Company 401 (K) Plan"). All full - time employees who have completed 1,000 hours of service on either January 1 or July 1 are eligible to participate. The Company contributions are annually allocated among the participants' plan accounts based on compensation received during the year for which contribution is made. Amounts allocated vest as scheduled in the Company 401 (K) Plan. Benefits are generally payable only upon termination, retirement, disability or death. COMPANY PERFORMANCE The following graph shows a five year comparison of cumulative returns for the Company, the NASDAQ STOCK MARKET INDEX (U.S.), Standard & Poors 500 Index and the NASDAQ Insurance Stocks Index. The cumulative total return is based on change in the year - end stock price plus reinvested dividends for each of the periods shown. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN NASDAQ NASDAQ Measurement period NATIONAL STOCK MARKET INSURANCE (Fiscal year Covered) SECURITY (U.S.) INDEX STOCK INDEX S&P 500 1995 100.00 100.00 100.00 100.00 1996 107.30 123.04 113.99 123.18 1997 155.54 150.69 167.21 164.36 1998 125.17 212.51 148.98 212.07 1999 105.97 394.92 114.88 256.84 2000 191.82 237.62 145.12 233.95 9 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth those persons who beneficially owned, as of December 31, 2000, five percent or more of the Company Common Stock. Unless otherwise noted, each beneficial owner has sole voting and investment powers. Amount and Nature of Beneficial Percentage Ownership of of Name and Address Company Common Stock Class Brunson Properties, a partnership 305,371 14.85% (W.L. Brunson Estate) Elba, Alabama 36323 SunTrust Bank as Trustee, 200,551 9.76% National Security Retirement Savings Plan, Chattanooga, Tennessee 37402 J.R. Brunson 113,555 5.52% 1192 Pine Circle Elba, Alabama 36323 DIRECTOR AND OFFICER SECURITIES REPORTS The Federal Securities laws require the Company's directors and executive officers to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of the Company's common stock. To the best of the Company's knowledge, all persons subject to these reporting requirements filed the required reports on a timely basis. STOCKHOLDERS' PROPOSALS In order for a proposal by a stockholder of the Company to be eligible to be included in the proxy statement and proxy form for the Annual Stockholders' Meeting to be held in 2002, the proposal must be received by the Company at its headquarters, 661 E. Davis Street, Elba, Alabama 36323, on or before January 12, 2002. The Board of Directors will review any stockholder proposals that are filed to determine whether such proposals meet applicable criteria for inclusion in the 2002 Proxy Statement for consideration at the 2001 Annual Meeting. TRANSFER AGENT AND REGISTRAR The Company is the Transfer Agent and Registrar for the Company Common Stock. 10 ANNUAL REPORTS AND FINANCIAL STATEMENT A copy of the Company's Annual Report to Stockholders for the fiscal year ended December 31, 2000 accompanies this Proxy Statement. Additional copies of the Company's Annual Report to Stockholders, and/or a copy of the Company's annual report on Form 10-K filed with the Securities and Exchange Commission may be obtained by written request to the Chief Financial Officer of the Company at the address indicated above. OTHER MATTERS The Board of Directors of the Company does not know any other matters to be brought before the meeting. If any other matters, not now known, properly come before the Meeting or any adjournments thereof, the persons named in the enclosed proxy, or their substitutes, will vote the proxy in accordance with their judgment in such matters. Date: March 19, 2001 THE NATIONAL SECURITY GROUP, INC. W L. Brunson, Jr. President 11 -----END PRIVACY-ENHANCED MESSAGE-----