FIRST EXCHANGE SHAREHOLDERS ARE INVITED TO MEETING

Shareholders of the defunct First Exchange Corp. have been invited to a meeting this month.

The annual meeting of the group will be held Jan. 14, at the law offices of Campbell & Coyne, 7777 Bonhomme Ave., in Clayton, from noon to 3 p.m.

The meeting is being held for several reasons, according to the corporation's board of directors, in a letter to shareholders.

The letter explained that the corporation will be kept alive to receive a final accounting of the liquidation of each of the banks to be sure that the accounting is received. The liquidation of First Exchange Corp. is in its final stage, but not yet completed, and the corporation can still offer services such as establishing the basis in the stock to its shareholders during the remaining period of liquidation.

"As long as these issues remain outstanding, the corporate form will be maintained," noted the letters.

Each shareholder received a notice of the annual meeting, and a memorandum from the board of directors of the corporation concerning the value of the common stocks.

The notice explained that the five subsidiary banks owned by the First Exchange Corp. were closed by the Commissioner of the Missouri Division of Finance on May 7, 1992 and turned over to the Federal Deposit Insurance Corporation (FDIC) to act as receiver for each of the banks.

"Since then, the FDIC has proceeded to sell the assets of each bank and pay the liabilities of each bank," the letter continued. "The FDIC will pay any excess to the bank's shareholder, the First Exchange Corp."

The liquidation of the subsidiary banks is continuing. Although it is not known when the liquidation will be completed, early indications are that none of the subsidiary banks will end up with any assets exceeding its liabilities.

The board added in its letter to shareholders that First Exchange had requested an accounting of the liquidation of each bank from the FDIC. The accounting will be made available to any shareholder or creditor when it is received.

The board has issued a "no value" letter to all shareholders, explaining that the corporation does not own sufficient assets to pay or satisfy all of its outstanding liabilities. As a result, the common stock can not be redeemed or the shareholders of the corporation paid a liquidating dividend.

The board pointed out that seating at the meeting would be very limited, and suggested that shareholders work together to have one person attend the meeting and act as a proxy for a group. A proxy form was included in the notice to the shareholders.

Two directors will be elected during the meeting.

The letter also explained that if a shareholder's accountant or tax preparer needs to establish the price paid for the stock, they will be assisted in establishing the purchase price of the stock. Requests for this information may be forwarded to Scott J. Seabaugh, 7777 Bonhomme, Suite 1919, Clayton, Mo., 63105, telephone, 721-8000.