Cadence Financial Corp – ‘DEF 14A’ for 12/31/96

As of:  Monday, 3/17/97   ·   For:  12/31/96   ·   Accession #:  935807-97-5   ·   File #:  0-12885

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                14±    51K 


NBC CAPITAL CORPORATION         
Starkville, Mississippi         

NOTICE OF ANNUAL SHAREHOLDERS MEETING             

To the Shareholders of                                                          
NBC Capital Corporation                                                         

Notice is hereby given that pursuant to call of its directors and in            
compliance with the By-laws, the Annual Meeting of Shareholders of NBC          
Capital Corporation, the holding company of National Bank of Commerce of        
Mississippi and National Bank of Commerce of Tuscaloosa, will be held at        
the National Bank of Commerce of Mississippi, Columbus Banking Center,          
803 Main, Columbus, Mississippi on Tuesday, April 8, 1997 at 5:00 P. M.         
for the purpose of considering and voting on the following proposals:           

1.  Election of Directors:  Fixing the number of directors at                   
twenty-five and the election of the twenty-two directors                
set forth in the Proxy Statement dated March 17, 1997                   
accompanying this notice of said meeting.                               

2.  To consider and act upon whatever other business might be                   
brought before the meeting or any adjournment thereof.                  

Only those shareholders of record at the close of business March 3,             
1997 shall be entitled to notice of meeting.                                    

                  By Order of the Board of Directors

  L. F. Mallory, Jr.
               Chairman of the Board and Chief
     Executive Officer

Dated and Mailed at                                                             
Starkville, Mississippi                                                         
March 17, 1997                                                                  

Enclosures:                                                                     

1. Proxy                                                              
2. Business reply envelope                                            
3. Annual Report                                                      

Whether or not you are able to personally attend the meeting, the Board of      
Directors respectfully requests that you sign and return the enclosed proxy     
at your earliest convenience.                                                   

Your presence at the Annual Meeting is encouraged.                              

NBC CAPITAL CORPORATION           
Starkville, Mississippi           

PROXY STATEMENT           
ANNUAL MEETING OF SHAREHOLDERS            
TO BE HELD APRIL 8, 1997            

This proxy statement is furnished in connection with the solicitation by        
the Board of Directors of NBC Capital Corporation (hereinafter sometimes        
referred to as the "Corporation") of proxies for the Annual Meeting of          
Shareholders to be held at the National Bank of Commerce, Columbus Banking      
Center, 803 Main, Columbus, Mississippi, Tuesday, April 8, 1997 at 5:00         
P. M., and any adjournment thereof, for the purpose stated below.               

Shareholders of record as of March 3, 1997 are entitled to vote at the          
meeting or any adjournment thereof.  On March 3, 1997 there were                
outstanding and entitled to vote, 1,200,000 shares of common stock, each        
of which entitles the holder to one vote on all business of the meeting         
and to vote in the election of directors as presented below.                    

Any person giving a proxy has the power to revoke it at any time before         
it is exercised.  Notice shall be given in writing or in person for those       
attending the meeting and voting in person.  Additionally, a proxy may be       
revoked by a subsequently dated proxy.  The proxy will be voted in              
accordance with the specifications given by the shareholder.  The Board         
of Directors will vote any proxy received, without a directive of the           
shareholder, in favor of Proposal One.                                          

The cost of soliciting proxies will be borne by the Corporation.  In            
addition to solicitations by mail, directors, officers and regular              
employees may solicit personally or by telephone or other electronic            
means as deemed appropriate.                                                    

The Corporation has no knowledge as of March 3, 1997 that any person            
beneficially owned, directly or indirectly, more than five percent of           
the outstanding common stock of the Corporation, except as noted                
herein:                                                                         

                        Amount and Nature          Percent
Name and Address of             Of Beneficial Ownership          Of             
Beneficial Owner                 As of March 3, 1997          Class           
_________________________       _______________________       _______           

Estate of J. R. Scribner,                                                       
Deceased                                                                        
P. O. Box 840                                                                   
Amory, Mississippi                       230,567*               19.2            

Employee Stock Ownership                                                        
Plan                                      83,633                 7.0            

*Sarah Scribner Prude, J. R. Scribner, Jr. and James R. Prude are               
co-executors of the J. R. Scribner estate.  All are being presented           
for election to the Corporation's Board of Directors. Above ownership         
includes the Scribner Equipment Company account.                              

ELECTION OF DIRECTORS           

The nominees are to be elected for a term of one year or until their            
respective successors are duly elected and have qualified.  It is               
intended that shares represented by proxies solicited by management             
will be voted in accordance with specifications of the shareholders as          
to election of directors on all nominees listed below.  Designated              
proxy agents may vote proxies in any manner in which the individual             
shareholder may vote unless otherwise instructed by the shareholder.            
In the event any nominees are unavailable as candidates, the proxy              
agents will vote for other persons who in their best judgment, are              
qualified as substitute candidates.  The Certificate of Incorporation           
states that at all elections of directors of the Corporation, each              
shareholder shall be entitled to as many votes as shall equal the               
number of votes which he would be entitled to cast for the election             
of directors with respect to his shares multiplied by the number of             
directors to be elected, and he may cast all such votes for a single            
director, or may distribute them among the number to be voted for,              
or any two or more of them, as he may see fit.                                  

Other nominations for the office of director may be made only in                
accordance with the by-laws, as amended, which provide:                         

That it is required that non-management director nominations be made            
by written notice to the Secretary and received no later than                   
ninety (90) days prior to the month and day that the proxy material             
regarding the last election of directors to the Board of Directors of           
the Corporation was mailed to the shareholders.  Notice must include            
the full name of the director nominated, his age and date of birth,             
his educational background, and a list of business experience and               
positions held for at least the preceding five years.  The notice               
must include home and office addresses and telephone numbers and                
include a signed representation by the nominee to timely provide all            
information requested by the Corporation as part of its disclosure in           
regard to the solicitation of proxies for election of directors.  The           
name of each such candidate for director must be placed in nomination           
at the Annual Meeting by a shareholder present in person and the                
nominee must be present in person at the meeting for the election of            
directors.  Additionally, all relevant outstanding SEC rules and                
regulations must be followed by any shareholder making a proposal               
covered by this section.  A vote for a person who has not been duly             
nominated pursuant to these requirements is void.                               

The following schedule sets forth, as to each person nominated for              
election to the Board of Directors of the Corporation, information as           
to his principal occupation, year in which he began his period of               
service as a director of the Corporation, his other position or office          
with the Corporation, if any, and the common stock of the Corporation           
of which he is the beneficial owner.  Unless otherwise noted, each              
individual has sole voting and investment power in the ownership                
reflected.                                                                      

                                      Stock of
                                     Corporation
                               Member Beneficially
                                       Of the  Owned as of Percent
Name and              Occupation and     Board    March 3,     Of     
Residence     Age       Experience       Since      1997      Stock   
__________________ ___ ______________________ ______ ____________ _______       

Mark A. Abernathy   40 Executive Vice          1994      1,000        .1        
2007 Woodlake           President and Chief                                     
Drive                  Operating Officer,                                     
Starkville, MS          NBC Capital Corpora-                                    
tion and National               
Bank of Commerce of             
Mississippi,                    
Starkville, MS                  
Robert A.                                                                       
Cunningham         51 Planter                                                 
340 Deerbrook          Brooksville, MS        1990     16,358       1.4       
Road                                                                          
Brooksville, MS                                                               

J. Nutie Dowdle     53 President, Dowdle       1990      9,184        .8        
521 Huckleberry         Butane Gas Co.,                                         
Hills                  Inc., and                                              
Columbus, MS            Wholesale LP Gas                                        
Co., Columbus, MS               

Clifton B. Fowler   48 Vice President,         1991      1,315        .1        
1306 South             NBC Capital                                            
Montgomery             Corporation and                                        
Starkville, MS         President, National                                    
Bank of Commerce                
of Mississippi,                 
Starkville Banking              
Center,                         
Starkville, MS                  

James C.                                                                        
Galloway, Jr.      44 President,              1997      2,003(1)     .2       
551 Timber Creek        Galloway-Chandler-                                      
Drive                  McKinney Insurance                                     
Columbus, MS            Agency, Inc.                                            
Columbus, MS                    

Hunter M. Gholson   64 Attorney at Law,        1974     16,209(2)    1.4        
110 6th Street No.      Gholson, Hicks &                                        
Columbus, MS            Nichols, Columbus,                                      
MS and Secretary                
of the Board, NBC               
Capital Corporation             
and National Bank               
of Commerce of                  
Mississippi                     

Bobby L. Harper     55 Chairman of             1977      5,718        .5        
1524 Briarwood          Executive Commit-                                       
Circle                 tee, NBC Capital                                       
Columbus, MS            Corporation and                                         
National Bank of                
Commerce of                     
Mississippi and                 
President,                      
National Bank of                
Commerce of                     
Mississippi,                    
Columbus Banking                
Center, Columbus,               
MS                              

Robert S. Jones     65 President,              1973      5,597        .5        
803 19th Ave. No.       Fletcher-Jones,                                         
Columbus, MS            Inc., Columbus,                                         
MS                              

Kenneth A. Madison  64 Vice President,         1991      2,665        .2        
529 Popular Ave.        NBC Capital                                             
Philadelphia, MS        Corporation and                                         
President,                      
National Bank of                
Commerce of                     
Mississippi,                    
Philadelphia                    
Banking Center                  
Philadelphia, MS                

Lewis F.            54 Chairman of the         1969     17,889(3)    1.5        
Mallory, Jr.           Board and                                              
513 Greensboro          President, NBC                                          
Street                 Capital                                                
Starkville, MS          Corporation and                                         
National Bank                   
of Commerce of                  
Mississippi,                    
Starkville, MS                  

Robert D. Miller    67 Certified Public        1975      6,402        .5        
Treas Lake Road         Accountant,                                             
Aberdeen, MS            R.D. Miller &                                           
Co., C.P.A.                     
Aberdeen, MS                    

Edith D. Millsaps   72 Chairman of the         1977      3,190        .3        
Mayhew Road             Board and                                               
Starkville, MS          Secretary-                                              
Treasurer,                      
Millsaps                        
Chevrolet-                      
Pontiac-Buick-                  
GMC Truck, Inc.                 
Starkville, MS                  

Ralph E. Pogue      67 Attorney at Law         1979      3,896(4)     .3        
Lakewood Street         Pogue and Faulks                                        
Aberdeen, MS            Aberdeen, MS                                            

Thomas J.                                                                       
Prince, Jr.        55 Vice President,         1990      2,622        .2       
301 Bellview            NBC Capital                                             
Aberdeen, MS            Corporation and                                         
President,                      
National Bank                   
of Commerce of                  
Mississippi,                    
Aberdeen Banking                
Center,                         
Aberdeen, MS                    

James R. Prude      43 Independent Bank        1994    272,133(5)   22.7        
4407 Southcrest         Consultant and                        (6)               
Road                   Vice President,                                        
Dallas, TX              Scribner                                                
Equipment, Inc.                 
Amory, MS                       

Sarah Scribner      70 Secretary-              1987    235,610(5)   19.6        
Prude                  Treasurer,                                             
Highway 25 South        Scribner                                                
Amory, MS               Equipment                                               
Company, Inc.                   
Amory, MS                       

Allen B.                                                                        
Puckett, III       46 President,              1987     34,920       2.9       
Jolly Road              Columbus Brick                                          
Columbus, MS            Company                                                 
Columbus, MS                    

Dr. James C.        65 Brooksville             1978      1,437(7)     .1        
Ratcliff               Medical                                                
East Depot St.          Association                                             
Brooksville, MS         Brooksville, MS                                         

J. R.               69 President,              1971    235,610(5)   19.6        
Scribner, Jr.          Scribner                                               
Highway 25 South        Equipment                                               
Amory, MS               Company, Inc.                                           
Amory, MS                       

Sammy J. Smith      57 Owner, Smith &          1977      1,119        .1        
20 Tally Ho Drive       Byars Men's                                             
Starkville, MS          Clothing,                                               
Starkville, MS                  

Henry S. Weiss      66 President,              1988      7,638        .6        
Waring Road             Industrial                                              
Columbus, MS            Fabricators,                                            
Inc., and                       
Columbus Scrap                  
Material Co.,                   
Inc.                            
Columbus, MS                    

E. Lloyd Wood       68 President,              1994      1,000        .1        
23 Ridgeland            Lloyd Wood                                              
Tuscaloosa, AL          Construction,                                           
Inc.                            
Tuscaloosa, AL                  

All Officers                                                                    
and Directors 31*                                     430,432      35.9       

* Includes only executive officers as designated by the Corporation's           
Board of Directors.                                                         

[1]  Includes 675 shares which beneficial owner has shared voting and         
investment power.                                                   
[2]  Includes 6,934 shares which beneficial owner has shared voting and       
investment power.                                                   
[3]  Includes 535 shares which beneficial owner has shared voting and         
investment power.                                                   
[4]  Includes 166 shares which beneficial owner has shared voting and         
investment power.                                                   
[5]  Includes shares held in J. R. Scribner Estate for which Director         
may exercise voting control.                                        
[6]  Includes 20,783 shares for which beneficial owner serves as              
trustee.                                                            
[7]  Includes 372 shares which beneficial owner has shared voting and         
investment power.                                                   

The Corporation does not have a Nominating Committee.  The Corporation          
does have a standing Audit Committee.                                           

Audit Committee (1996)                                                          

Edith D. Millsaps, Chairperson  Robert A. Cunningham  J. Nutie Dowdle           
Robert D. Miller                Ralph  E. Pogue       Allen B. Puckett, III     
Dr. James C. Ratcliff           J. R. Scribner, Jr.   E. Lloyd Wood             

Function: The Audit Committee, which reports directly to the Board of           
Directors and is composed of non-officer directors, evaluates the work          
product of the Audit Department and offers general supervision without          
imposing any limitation on the scope of the audit function. The committee       
considers and recommends changes which might improve the internal audit         
function. The committee had four meetings during 1996.                          

EXECUTIVE COMPENSATION AND OTHER INFORMATION      

CASH COMPENSATION                                                               

The following table presents information concerning compensation paid           
or accrued for services to the Corporation for the years 1994, 1995,            
and 1996 for the CEO and the four highest compensated executive                 
officers whose total annual salary and bonus exceeded $100,000 for              
the most recent year. Perquisites and other personal benefits are less          
than 10 percent of annual compensation and bonuses and, therefore,              
excluded.                                                                       

SUMMARY COMPENSATION TABLE          
ANNUAL COMPENSATION           

NAME AND                                      ALL OTHER   
PRINCIPAL POSITION       YEAR   SALARY     BONUS   COMPENSATION [1]   
____________________________  ____  ________  ________  ____________            

Lewis F. Mallory, Jr.         1996  $248,000  $101,340      5,925*              
Chairman of the Board &       1995   234,000    72,540      6,050               
Chief Executive Officer       1994   225,000    69,750      5,963               

Mark A. Abernathy             1996   150,000    43,500      1,878*              
Executive Vice President &    1995   144,200    38,934       N/A                
Chief Operating Officer       1994     N/A       N/A         N/A                

Carl M. Holloway              1996   108,500    26,040      5,297*              
Executive Vice President      1995   105,370    24,235      5,204               
               1994   102,800    23,464      5,018

Joel C. Clements              1996   105,100    25,224      4,388*              
Executive Vice President      1995   101,140    23,262      4,037               
               1994    97,250    22,368      3,863

Thomas P. Hester              1996   106,068    13,259      4,693*              
President and Chief           1995   101,500     8,500      5,691               
Executive Officer             1994    96,250     8,900      3,826               
NBC of Tuscaloosa                                                               

* The Employee Stock Ownership Plan portion of the 1996 "All Other              
Compensation" is a good faith estimate since allocation data has not            
been received from the actuarial firm responsible for administrative            
recordkeeping.  The 1994 and 1995 amounts have been revised to reflect          
actual amounts.                                                                 

For information regarding Phantom Stock Benefit Plan for Lewis F.               
Mallory, Jr., and Mark A. Abernathy see subsequent table. Also, see             
subsequent disclosure regarding Executive Employment Agreement for              
Lewis F. Mallory, Jr.                                                           

[1]  All other compensation includes the Corporation's contribution to a        
401-K Thrift Plan and Employee Stock Ownership Plan which are defined           
contribution plans.  All employees become participants in these plans           
following one year of service and attainment of age 21.  The individual's       
interest in the Employee Stock Ownership Plan is determined by the ratio        
of his annual compensation to the total compensation of all participants        
times the annual contribution, which was $187,100, $200,000 and $200,000        
for calendar years 1994, 1995 and 1996, respectively.  Contributions for        
the 401-K plan are a matching 25 percent contribution for all individuals       
voluntarily contributing to the plan.  Individual voluntary contributions       
are limited to 5 percent of annual compensation for matching purposes.          
Contributions to the 401-K plan for all employees totaled $54,180,              
$54,866 and $59,426 for the years 1994, 1995, and 1996, respectively.           

LONG TERM INCENTIVE AWARDS                                                      

The Corporation provides a phantom employee stock benefit plan whereby          
shares of the Corporation's stock have been assigned for the benefit of         
two key employees at retirement.  Under the terms of the plan, retirement       
payments will be equal to the fair market value of the stock plus any           
cash or stock dividends paid since the adoption of the agreement.               
Compensation expense was recorded at the establishment date based on            
the market value of the stock.  Any increase or decrease in the market          
value of the stock during the year is recorded as an adjustment to              
employee benefit expense.                                                       

   BENEFIT OBLIGATION      PERFORMANCE OR OTHER PERIOD
NAME         AS OF 12-31-96        UNTIL MATURATION OR PAYOUT         
______________  __________________  ___________________________________         

Lewis F.                                                                        
Mallory, Jr.        $163,047       Payable in cash at the earlier of          
                    disability, death, or normal
Mark A.                             retirement, defined as 65.  Benefit         
Abernathy             50,285       accrued includes the cash                  
                        equivalent of stock market value
                           with accumulated dividends, whether
      cash or stock.

DEFINED BENEFIT PLAN                                                            

NBC Capital Corporation maintains a retirement plan for employees who are       
21 years or older who have completed one year of service.  The following        
table specifies the estimated benefits payable upon retirement under the        
plan to persons in the following remuneration and years of service              
classifications.                                                                

5 Year Average                                                            
Annual Earnings     10       20       30       40       45                  
_______________  _______  _______  _______  _______  _______                

$ 50,000      $ 8,621  $17,242  $25,864  $27,851  $28,476             
75,000       13,621   27,242   40,864   43,913   44,851           
100,000       18,621   37,242   55,864   59,976   61,226            
125,000       23,621   47,242   70,864   76,038   77,601            
150,000 or more   28,621   57,242   85,864   92,101   93,976                

Benefits payable under the retirement plan are based on a formula that          
takes into account the individual's average compensation using the five         
highest earnings years and the number of years of credited service.             
The above figures reflect the benefit and compensation limits under             
federal law in effect for 1996. For that year, the compensation limit           
was $150,000 and benefit limit was $112,153 (for distribution under             
"life & 10 years certain" option).                                              

The above amounts assume that the service period was completed in 1996          
with the benefit in effect for years prior to 3/1/65 being used for             
service to that date and the current formula being used for service after       
3/1/65. Benefits are not subject to any deduction for Social Security           
benefits or other offset amounts and are payable at age 65.                     

Credited years of service for those officers whose compensation is              
disclosed in the summary compensation table follows:                            

            CREDITED SERVICE AS OF   YEAR INDIVIDUAL
NAME                  JANUARY 1, 1997        REACHES AGE 65       
________________________  ______________________  _________________             

Lewis F. Mallory, Jr.                32                  2008                   
Mark A. Abernathy                     2                  2022                   
Carl M. Holloway                     23                  2012                   
Joel C. Clements                     13                  2012                   
Thomas P. Hester                      1                  1998                   

COMPENSATION OF DIRECTORS                                                       

The annual basic retainer of non-employee directors is $7,500.  In              
addition to the basic retainer, non-employee directors were paid $475           
per special committee meeting attended.  Assuming attendance at all             
1996 meetings, Salary Committee, Audit Committee, Corporate                     
Responsibility Committee, and Trust Investment Committee members                
were paid an additional $1,900. Executive Committee members consisting          
of Hunter M. Gholson, Robert S. Jones, Robert D. Miller, James R.               
Prude, Sarah Scribner Prude, A. C. Puckett, Allen B. Puckett, III,              
William H. Ward and Henry S. Weiss were additionally compensated in             
the amount of $6,600 for serving in that capacity.  The Secretary of            
the Board received an additional $22,000. Additionally, Director                
James R. Prude was reimbursed $4,360 for air fare to attend board               
meetings.                                                                       

There were eleven meetings of the Board of Directors held during 1996.  Of      
those directors serving during 1996 all attended more than 75 percent of        
the Board meetings and meetings of those committees of which they were          
members, with the exception of Directors A. C. Puckett, James C. Ratcliff       
and E. Lloyd Wood, who were either out of town or ill at the time.              

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                         

Executive officer compensation, including that of Chief Executive Officer       
Mallory, is evaluated by a compensation committee consisting of outside         
directors.  For 1996, members of this committee, which reports its              
recommendations to the full Board, included Robert S. Jones, Chairman,          
Hunter M. Gholson, Robert D. Miller, James R. Prude, Sarah Scribner Prude,      
Allen B. Puckett, III, J. R. Scribner, Jr., William H. Ward and Henry S.        
Weiss.                                                                          

The Committee develops its recommendations after reviewing information          
compiled by The Wyatt Company, an actuarial and consulting company with         
offices in principal cities around the world.  This company annually            
provides recommended salary adjustments on all of the Corporation's             
salaried positions.  The Wyatt Company was retained in 1985 to design and       
implement a Salary Administration Program which would provide a basis for       
paying fair and competitive salaries throughout the Corporation, while          
including a pay for performance philosophy as an underlying principle.          

It is the policy of NBC Capital Corporation to pay fair and equitable           
salaries based on the relative value of each position to the Corporation,       
giving due consideration to compensation paid for comparable work by peer       
banks of similar size and financial performance in its geographical area.       
The Corporation's position is intended to foster the following goals: (1)       
attract and retain highly qualified individuals by paying salaries which        
are competitive in the market place, (2) provide maximum motivation to          
employees by paying salaries within the latitude of established salary          
grade ranges, based on individual job performance and (3) promote a             
progressive work force through which the Corporation can attain its             
objectives.                                                                     

To support the Corporation in these goals, The Wyatt Company annually           
surveys the market to determine the value of each salaried position.  This      
survey data, the individual's level of responsibility, the length of            
experience at this level, job performance (reviewed annually using a formal     
management performance appraisal process), and the Corporation's financial      
performance become components of a written salary recommendation provided       
by the Consultant.  The Salary Committee evaluates Wyatt's recommendations,     
gives additional consideration to recommendations of the CEO for                
subordinate executive officers, and makes adjustments as necessary to           
maintain internal equity in keeping with budgetary considerations.  The         
Committee's action is subject to approval by the full Board of Directors,       
excluding those Directors who also serve as officers.  The Board of             
Directors did not modify or reject in any material way any action or            
recommendation of the Salary Committee for 1996.                                

Based upon the Salary Committee's recommendation, the Board of Directors        
has established a discretionary bonus policy which distributes to all staff     
(excluding certain executive officers) a portion of earnings exceeding a        
specific annual income goal.  For general staff, participation in such          
bonus pool, if any, is determined by the pro rata share to total                
participating salaries of all staff participating in the bonus pool.  The       
Chief Executive Officer and Executive Division Heads, including those           
executives whose total compensation is disclosed in the Summary                 
Compensation Schedule, participate in a separate discretionary bonus pool       
based upon the attainment the annual corporate income goal as well as a         
specific annual Return on Average Asset goal. Peer group comparisons are        
reviewed from the Consultant and Sheshunoff and Company, a bank analyst         
firm, to ensure that the goals, if attained,  position the Corporation in       
the upper 25th performance percentile, nationally. CEO Mallory's accrued        
bonus for 1996 was 33% of base salary.  The bonus for other executives was      
24% of base salary with the exception of COO Abernathy which was 29% of         
base salary.                                                                    

The Securities and Exchange Commission requires that the Company include in     
its Proxy Statement a line graph presentation comparing cumulative,             
five-year shareholder returns on an indexed basis with a performance            
indicator of the overall stock market and either a nationally recognized        
industry standard or an index of peer companies selected by the Company.        
The broad market index used in the graph is the NASDAQ Market Index. The        
Company has chosen to use Media General Financial Services Industry Group       
045-East South Central Banks as its peer group index.  A list of the            
companies included in that index follows the graph presentation.                

The graph presentation assumes that $100 was invested in shares of relevant     
issuers on January 1, 1992, and the dividends were immediately invested in      
additional shares.  The value of the initial $100 investment is shown at        
one year intervals for a five year period ending 12/31/96.  For purposes of     
constructing this data, the returns of each component issuer have been          
weighed according to that issuer's market capitalization.                       

       GRAPH

       FIVE YEAR CUMULATIVE TOTAL RETURN
        OF NBC, NASDAQ MARKET AND MG GROUP INDEX

      1/1/92    1992     1993     1994     1995     1996
       ______   ______   ______   ______   ______   ______

NBC               100.00   123.05   168.48   218.00   254.37   306.13           

NASDAQ            100.00   103.98   121.13   127.17   164.96   204.98           

MG GROUP          100.00   100.98   109.63   110.09   147.93   191.11           

MG INDUSTRY GROUP 045-EAST SOUTH CENTRAL BANKS:         

ALABAMA NATIONAL BANCORP  DEPOSIT GUARANTY CORP    PEOPLES BANCTRUST CO         
AMSOUTH BANCORPORATION    EUFAULA BANCCORP INC     PEOPLES FIRST CORP           
AREA BANCSHARES CORP      FARMERS CAPITAL BANK CP  PEOPLES HOLDING CO           
BANCO CENTRAL HISPANO SA  FIRST AMERICAN CORP TN   PREMIER FINANCIAL BANCP      
BANCORPSOUTH INC          FIRST FEDERAL FINL KY    REGIONS FINANCIAL CORP       
BRITTON & KOONTZ CAP CP   FIRST M & F CORPORATION  S.Y. BANCORP INC             
CARDINAL BANCSHARES INC   FIRST TENNESSEE NATL CP  SOUTH ALABAMA BANCORP        
CBT CORP                  FORT THOMAS FINANCIAL CP SOUTHERN BANC CO INC         
COLONIAL BANCGROUP CL A   GATEWAY BANCORP INC KY   SOUTHFIRST BANCSHARES        
COMMUNITY FEDERAL BANCP   HANCOCK HOLDING CO       SOUTHTRUST CORP              
COMMUNITY FINANCIAL GRP   KENTUCKY FIRST BANCORP   TF FINANCIAL CORP            
COMMUNITY TRUST BNCP INC  MID AMERICA BANCORP      TRANS FINANCIAL INC          
COMPASS BANCSHARES INC    NATIONAL COMMERCE BANCP  TRUSTMARK CORP               
UNION PLANTERS CORP                                                             

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION     
DECISIONS                                                                       

All members of the Salary Committee are non-officer directors.  Member          
Hunter M. Gholson is a partner in a law firm which was retained by the          
Corporation during 1996 and which is anticipated to be retained during          
1997.  During 1996, no executive officer of the Corporation or any of           
its subsidiaries served as a member of the compensation committee (or           
other board or committee performing similar functions) or the board of          
directors of another entity, one or more of whose executive officers            
served on the Executive Committee or the Board of Directors of the              
Corporation.                                                                    

OTHER INFORMATION           

Section 16(a) of the Securities Exchange Act of 1934 requires the               
Company's directors and executive officers to file with the Securities          
and Exchange Commission initial reports of ownership of common stock.           
Executive officers and directors are required by Securities and Exchange        
Commission regulation to furnish the Company with copies of all Section         

ended December 31, 1996 all Section 16(a) filing requirements applicable        
to the Company's executive officers and directors were complied with.           

During the calendar year 1996, the law firms of Gholson, Hicks and              
Nichols; Pogue and Faulks: and Ward and Rogers rendered legal services          
both to the Corporation and its subsidiary and billed for those services,       
for which they were compensated.  Director Gholson is associated with           
Gholson, Hicks and Nichols, a professional association.  Director Pogue         
is associated with Pogue and Faulks, a professional association. William        
Ward, a director in 1996, is associated with Ward and Rogers, a                 
professional association. Gholson, Hicks, and Nichols received a total of       
$151,198 in legal fees during the calendar year 1996.                           

Corporate directors and executive officers and their associates were            
customers of, and had transactions with, the Corporation's subsidiaries,        
National Bank of Commerce of Mississippi and/or National Bank of Commerce       
of Tuscaloosa, Tuscaloosa, Alabama, in the ordinary course of business          
during 1996, and thus far in 1997.  Additional transactions may be              
expected in the future.                                                         

All outstanding loans and commitments included in such transactions are         
made in the ordinary course of business, are made on substantially the          
same terms, including interest rates and collateral, as those prevailing        
at the time for comparable transactions with other persons, and do not          
involve more than the normal risk of collectibility or present other            
unfavorable features.                                                           

EXECUTIVE EMPLOYMENT AGREEMENTS           

The Company has entered into an Executive Employment Agreement with             
Chief Executive Officer Lewis F. Mallory, Jr.  The Agreement which              
expires December 31, 1998 provides for continued employment for a period        
of five (5) years from the date of a material change of ownership and           
ensures that during said period of employment, the salary, bonuses, and         
benefits shall be at least as great as currently paid by the Bank.  In          
the event of a change in control (defined as sale, transfer or exchange         
of 80% or more of the capital stock), the Company shall pay Officer             
Mallory a termination benefit equal to three (3) times the average annual       
compensation paid during the five calendar years preceding such change          
in control.  In the absence of a material change in ownership or change         
in control, employment may be terminated by the Company at the discretion       
of the Board of Directors.                                                      

SELECTION OF AUDIT FIRM           

The CPA firm of T. E. Lott and Company served as auditors for the               
Corporation in 1996 and will serve as auditors for 1997.  In addition to        
the audit function, the firm was engaged to perform other accounting            
functions for which they were compensated.  All professional services           
rendered by the firm were approved by the Board of Directors.                   
Representatives of T. E. Lott and Company are expected to be present at         
the shareholders meeting with the opportunity to make a statement, if           
they desire to do so, and will be available to respond to appropriate           
questions, should questions arise.                                              

SHAREHOLDER PROPOSALS           

Any shareholder who intends to make a proposal for inclusion in the             
Corporation's proxy statement and form of proxy to be presented at the          
1998 Annual Shareholders Meeting must make such proposal on or before           
December 10, 1997, and must comply with all the requirements of                 
rule 14a-8 under the Securities and Exchange Act of 1934.  Any such             
proposals should be sent to the attention of Mr. L. F. Mallory, Jr.,            
Chairman of the Board and Chief Executive Officer of the Corporation at         
its principal executive office located at NBC Plaza, Starkville,                
Mississippi, 39759.                                                             

FORM 10-K         

THE  CORPORATION  WILL  FURNISH  A  COPY  OF  THE  ANNUAL REPORT ON FORM        
10-K TO ANY SHAREHOLDER, UPON REQUEST AND WITHOUT CHARGE, FOR THE FISCAL        
YEAR ENDING DECEMBER 31, 1996.  SUCH REQUEST SHOULD BE DIRECTED TO THE          
ATTENTION OF RICHARD T. HASTON, TREASURER AND ASSISTANT SECRETARY, P. O.        
DRAWER 1187, STARKVILLE, MISSISSIPPI, 39760.                                    

OTHER BUSINESS          

The Board of Directors at the present knows of no other business to be          
brought before this meeting. If any other business is presented at the          
meeting or adjournment thereof, the accompanying proxy solicited by the         
Board of Directors will be voted in accordance with the recommendation of       
the Board of Directors.                                                         

              BY ORDER OF THE BOARD OF DIRECTORS

 /S/ HUNTER M. GHOLSON

Hunter M. Gholson   
Secretary           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
		12/31/98		10-K
		12/10/97
		4/8/97
Filed on:		3/17/97
		3/3/97
		1/1/97
For Period End:		12/31/96		10-K
		1/1/92
				List all Filings