Annual report, 1998

State of Georgia Department of Banking and Finance
1998

STATE OF GEORGIA
DEPARTMENT OF BANKING AND FINANCE
YEAR ENDING DECEMBER 31,1998
ROY E.BARNES GOVERNOR
STEVEN D. BRIDGES COMMISSIONER
DAVID G. SORRELL SENIOR DEPU1Y COMMISSIONER
Department of Banking established 1919 Reorganized as Department of Banking and Finance 1972

TABLE OF CONTENTS
DEPARTMENT'S MISSION AND VISION STATEMENT 1 MESSAGE FROM COMMISSIONER BRIDGES 2
STRUCTURE OF THE DEPARTMENT 4 ADVANTAGES OF A STATE CHARTER 5
INFORMATION ABOUT THE DEPARTMENT'S INTERNET WEB SITE 6 MAIN OFFICE DIRECTORY 7 DISTRICT PERSONNEL 9 EXAMINATION DISTRICTS AND WORK AREAS (MAP) 12 STATE SUPERVISION ACCREDITATIONS 13 OVERVIEW OF THE DEPARTMENT'S STRATEGIC PLAN 14 LEGISLATIVE HIGHLIGHTS 15 FISCAL REPORT (RECEIPTS AND DISBURSEMENTS) 16 SUMMARY OF ACTIVITIES OF STATE CHARTERED FINANCIAL INSTITUTIONS 17 OVERVIEW OF FINANCIAL SERVICE PROVIDERS 18 ABSTRACT OF REPORTS OF CONDITION OF STATE AND NATIONAL BANKS 20 STATEMENT OF EARNINGS AND EXPENSES OF STATE AND NATIONAL BANKS 21 LIST OF STATE AND NATIONAL BANKS 22
FINANCIAL HOLDING COMPANIES AND THEIR FINANCIAL SUBSIDIARIES. 29 ABSTRACT OF REPORTS OF CONDITION OF STATE-CHARTERED CREDIT UNIONS 45
STATEMENT OF EARNINGS AND EXPENSE OF STATE-CHARTERED CREDIT UNIONS 46
LIST OF STATE-CHARTERED CREDIT UNIONS. 47
SALE OF CHECKS OR MONEY ORDER CORPORATIONS 49 SUMMARY OF ACTIVITIES - MORTGAGE DIVISION 50 INTERNATIONAL BANK AGENCIES & FACILITIES 51 REPRESENTATIVE OFFICES 53
BANKS WITH BRANCHES (OUT-OF-COUNTY) 59
SELECT ApPLICATIONS PROCESSED DURING 1998
NEW FINANCIAL INSTITUTIONS 65 FINANCIAL INSTITUTION CONVERSIONS 66 CHANGE IN NAME 66 FINANCIAL INSTITUTION MERGERS 67

DEPARTMENT OF BANKING AND FINANCE
MISSION STATEMENT
The Department's mission is to promote safe, sound, competitive and accessible financial services through the highest quality regulation and supervision.
VISION STATEMENT
Through efficient regulation and effective regulatory structures and procedures, the Department of Banking and Finance will support a high level of economic growth, security, and well-being for all Georgians.
To realize this vision, the Department will use a team approach and appropriate technology to foster safe, sound, and innovative financial services in the state.

MESSAGE FROM COMMISSIONER BRIDGES

Georgia financial institutions continued to prosper in 1998 with minimal safety and soundness concerns. Capital continues to be strong. Earnings increased, but reflected the strong competitive environment from which our financial institutions operate as evidenced by squeezed net interest margins. A notable financial institutions' earnings trend in 1998 was the increasing reliance on noninterest income. Non-performing assets remained at nominal levels. Concern continues with consumer debt levels and bankruptcies. Our financial institutions appear to be progressing satisfactorily with their Y2K compliance programs. The Department has urged all financial institutions in Georgia to carefully assess and plan for liquidity and outreach to their customers regarding their overall Y2K preparedness progress.
Change continues to occur rapidly in the financial services industry. Technology remains a driving force behind the geographic and product expansion experienced throughout the industry. Consolidation within the financial services industry has also prevailed. The Department continues to adapt the Financial Institutions Code and Department regulations to assure that Georgia financial institutions can remain competitive and viable through flexible and timely regulation in this rapidly changing environment. During 1998, the Department continued to implement strategic plan initiatives to better equip the organization to handle the evolving regulatory services environment. The Department's goal

continues to be putting the right people in the right places doing as efficiently as possible the right things to achieve its mission.
The Department's 1998 legislative housekeeping changes generally fell into the following four categories: (1) Making financial institution corporate filing and other corporate governance requirements more consistent with those of Georgia general business corporations; (2) simplifying regulatory requirements and thus easing regulatory burden; (3) enhancing the Georgia Residential Mortgage Act to more effectively regulate noncomplying parties; and (4) clarifying certain Department procedures and long standing interpretations of current law. One of the Department's 1999 main legislative housekeeping objectives will be to update the statutes to be consistent with statewide bank branching ability which began July 1, 1998.
Five new bank charter applications were filed with the Department during the year, of which two were approved in 1998. One additional bank charter was received in late 1997, but was approved in 1998. This new chartering activity has continued despite intrastate de novo branching and general industry consolidation. The orderly expansion by branching and by chartering continues to enhance the availability of convenient, affordable banking services for the citizens of Georgia.
The growth of the Department's non-depository financial service providers, particularly the mortgage licensees and registrants, continues to require significant Department resources. The Department now regulates over 2,500 mortgage

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MESSAGE FROM COMMISSIONER BRIDGES

brokers, lenders and registrants with the applications continuing to be filed at a steady pace. The Department continues to address the mortgage fraud growth which has accompanied the rapid residential mortgage growth in Georgia's markets, particularly metropolitan Atlanta.
The Department's staff remains committed to the preservation and enhancement of a state charter and the dual chartering system. We will continue to work diligently to assure that the depository and non-depository regulatees operate in a safe and sound environment, and that open lines of communication to the Department are maintained with the regulated industries and with the public. The Department's continuing goal is to provide a professional, responsive, and efficient regulatory/supervisory system which promotes a safe, sound, competitive financial services industry and accessibility of financial services for the citizens of Georgia.

z)~J).~
Steven D. Bridges, Commissioner

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STRUCTURE OF THE DEPARTMENT

T he Georgia Department of Banking and Finance functionally is directly under the Governor's office. It is headed by a Commissioner, who is appointed by the Governor to serve a four year term. The Commissioner is assisted by Senior Deputy Commissioner David G. Sorrell.
The Department Divisional areas are also headed by Deputy Commissioners. The Department's operations are divided along functional lines: Administration, Supervision, Mortgage/Corporate, and Legal and Consumer Affairs.
Administrative Division: The Administrative Division is responsible for personnel matters, budgeting, accounting services, information systems, training activities, and special projects. The Division is headed by Deputy Commissioner for Administration David A. Hancock.
Supervisory Division: The Supervisory Division is responsible for the supervision, regulation, and examination of financial institutions regulated by the Department including banks, trust companies, bank holding companies, credit unions and international banking organizations. The Division is responsible for the supervision of the Department's five examination districts, whjch have district work areas located III various geographjc regions of the state to facilitate the supervisory process. The Division is headed by Deputy Commissioner for Supervision George A. Reynolds.

Mortgage/Corporate Division: The Mortgage Division is responsible for the supervision and regulation of mortgage lenders and brokers who are licensees and registrants under the law. The Corporate Division's primary responsibility is application processing for all areas under the supervision of the Department. The Corporate Division is also responsible for the licensing and supervision of check cashers and sale of check companies. The Mortgage/Corporate Division is headed by Deputy Commissioner for Mortgage/Corporate Robley S. Rigdon.
Legal and Consumer Affairs Division: The Legal and Consumer Affairs Division is responsible for legal support to the Commissioner and staff. The consumer affairs section handles consumer complaints regarding financial institutions or mortgage lenders and brokers. The Division is headed by Deputy Commissioner for Legal and Consumer Affairs Leslie A. Bechtel.
Seatedfrom left to right: David A. Hancock, David G. Sorrell, and Leslie A. Bechtel
Standing from left to right: George A. Reynolds and Robley S. Rigdon

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ADVANTAGES OFA STATE BANK CHARTER
We believe that the state bank charter offers several distinct benefits:
Local, Responsive, and Timely Decision Making
State-chartered banks have local access to decision makers in Georgia who are familiar with the unique competitive environment that Georgia banks face. Top decision makers can be easily reached for timely responses to questions and concerns from state-chartered banks. Unlike federally-chartered institutions, state banks do not have to wait for decisions to be made in Washington, D.C.
Decision Makers More Knowledgeable of Local Communities and Local Market Conditions
The Department's management philosophy promotes decision making at the lowest possible level with quick access to senior management, when necessary, thereby ensuring responsive and timely action on all types of issues. In addition to the Administrative Staff in Atlanta, the Department has field offices throughout the state which are responsible for examination and supervision of banks in their designated districts. Examiners live in the area where they examine banks and are familiar with the local market and community. Therefore, the Department is able to perform its regulatory function in a firm, yet fair manner, responsive to the particular needs of an institution.
Competent Regulation and Supervision
The philosophy of the Department is that all financial institutions deserve "fmn, fair, and consistent" regulation and supervision. The Department is nationally accredited through the Conference of State Bank Supervisors and the National Association of State Chartered Credit Union Supervisors. Regulatory activities are conducted in cooperation with federal and other state regulators through joint examinations and interstate agreements. Cooperation with federal regulators allows for examinations to be conducted on an alternative schedule; therefore, most banks are examined by federal regulators only once in two to three years.
More Cost Effective Regulation and Supervision
Annual regulatory assessment fees and many application fees are substantially less than comparable federal charters. In the last several years, the Department's annual regulatory assessments have been slightly more than one-half the cost of comparable federal assessments. Application fees, including the bank charter application, are typically lower than comparable fees assessed by the federal regulators.
Authorized Banking Powers Comparable to or Greater Than National Bank Powers
State-chartered banks have comparable powers to national banks in all areas of operation. Further, the Georgia Financial Institutions Code contains a parity provision allowing the Commissioner to issue regulations to authorize a state bank to conduct an activity allowed for a national bank unless such activity is expressly prohibited by state law. Therefore, should you discover a situation where you feel a state bank is disadvantaged versus a national bank, you could petition the Department to use the parity provision to authorize the activity for a state bank. Additionally, state banks can conduct activities not authorized for national banks, provided such activities are authorized under state law and approved by the FDIC under Section 24 of the FDI Act.
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THE DEPARTMENT'S INTERNET WEB SITE

http://www.state.ga.us/dbfl

The Department's Internet web site provides a useful source of information regarding financial institutions in the State of Georgia. Here are some of the items you can find on our web site and the specific address for each:

Topic:

Address:

Reference lists of institutions regulated by, licensed by, or registered with the Department. You can obtain a full list of institutions by type or use the search feature to submit a customized query.

http://www.state.ga.us/dbflinstitutions.html

Sections of Georgia Law and the Department's Rules and
Regulations: Links are provided to statutes pertaining to the financial institutions industry, as well as to the complete Official Code of Georgia Annotated and a Searchable database of the Department's Rules and Regulations.

http://www.state.ga.us/dbflhistory.html

Publications:
The Department's Monthly Bulletin (announcements affecting financial institutions and actions taken on applications) ; The Monthly Mortgage Summary (information relating to licensing activities and other matters relevant to the mortgage industry); The Quarterly Mortgage Newsletter.

http://www.state.ga.us/dbflpublications.html

Application Manual, Statement of Policy Relating to Applications, Applications and Other Forms: These applications, forms and other downloadable documents are provided in Portable Document Format (PDF) and require a viewer such as Acrobat Reader to view or print.

http://www.state.ga.us/dbf/forms.html

Links to other regulatory agencies and industry groups

http://www.state.ga.us/dbf/group.html

Complaint Procedures: How consumers can file a complaint regarding a state-regulated financial institution.
History of the Department.

http://www.state.ga.us/dbf/complaints.html http://www.state.ga.us/dbflhistory.html

Organizational Structure of the Department.

http://www.state.ga.us/dbf/structure.html

Employment opportunities available with the Department.

http://www.state.ga.us/dbf/job.html

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MAIN OFFICE DIRECTORY

STEVEN D. BRIDGES, Commissioner
Sonja Hencely, Secretary to Commissioner, Office Supervisor

770-986-1627 770-986-1621

DAVID G. SORRELL, Senior Deputy Commissioner

,

Susan Brown, Administrative Assistant

, . 770-986-1628 770-986-1620

ADMINISTRATIVE DIVISION

Personnel, Accounting and Budget, Training, Information Services, Clerical Support, Special Projects.

DAVID A. HANCOCK, Deputy Commissioner for Administration

770-986-1640

Melinda G. Kinard, Director of Information Technology Ralph J. Shire, Data Systems Specialist Denise Leaphart, Data Center Manager Harold Carney, District Information Systems Specialist

770-986-1649 770-986-1383 770-986-1651 770-986-1624

C. Douglas Peugh, Director of Special Projects

770-986-1386

Georgia G. High, Training Manager

770-986-1644

Dawn Schlich, Accounting Manager Renate Carroll, Paraprofessional Accountant

770-986-1641 770-986-1632

Maggie Smith, Personnel Officer

770-986-1638

Sheila B. Ball, Secretary II Bonnie C. Steele, Secretary II

770-986-1633 770-986-1634

Kaushik Mehta, Support Services Clerk

770-986-1622

SUPERVISORY DIVISION

Bank, Holding Company, Credit Union and International Bank Supervision, and Investment Securities.

GEORGE A. REYNOLDS, CFE, CPA, Deputy Commissioner for Supervision

770-986-1629

Grace M. Lurry, CFE, Director for Supervision Merian Croston, Administrative Assistant

770-986-1646 770-986-1658

Princess Brown, CFE, Supervisory Manager Wayne Orr, CPA, Supervisory Manager Robert J. Rosentreter, Supervisory Manager Delores Culpepper, Secretary III Betty Thomas, Secretary III

Banks-North Credit Unions Banks-South

770-986-1643 770-986-1637 770-986-1636 770-986-1657 770-986-1658

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MAIN OFFICE DIRECTORY

MORTGAGE DIVISION

Licensing ofMortgage Brokers, Lenders, Registrants, Consumer Protection, SupervisorylRegulatory Activities, Statistical Reports.

ROBLEY S. RIGDON, Deputy Commissioner for Mortgage and Corporate Divisions

770-986-1371

Drexel Beck, Director for Mortgage and Corporate Affairs

770-986-5036

Larry S. Moor, Mortgage Specialist C. Craig Smith, Mortgage Specialist

770-986-1373 770-986-1372

James M. Brooks, CFE, Special Investigations Examiner Derrell Rod Carnes, Special Investigations Examiner Harry M. Brown, Senior Financial Examiner - Mortgage M. Joel Byers, Financial Examiner - Mortgage Kevin Davis, Mortgage Examiner Tracy A. Robbins, Mortgage Examiner Dianne Blackstone, Information Systems Manager Janet Anderson, Administrative Assistant Deborah Long, Secretary III Lilah Weaver, Secretary III

770-986-5027 770-986-2811 770-986-5021 770-986-1269 770-986-1269 770-986-1269 770-986-1648 770-986-1268 770-986-5035 770-986-1269

CORPORATE DIVISION
Application processing of all Bank, Thrift and Holding Company Applications, Corporate Charter Amendments, International Licensing, International Bank Facility Permits, Loan Production Offices, Sale of Check Licensing/Supervision, Check Cashers Licensing/Supervision, Annual Report, Department Bulletins, Statistical Reports.

ROBLEY S. RIGDON, Deputy Commissioner for Mortgage and Corporate Divisions

770-986-1371

Drexel Beck, Director for Mortgage and Corporate Affairs

770-986-5036

Carol Webb, Corporate Manager Murali Ramachandran, Corporate Examiner Judy Carter, Administrative Assistant Tervenia Mitchiner, Administrative Assistant Susan H. Nelson, Secretary III

Districts 2,4,5 Districts 1,3

770-986-1645 770-986-2809 770-986-1647 770-986-1639 770-986-1652

LEGAL AND CONSUMER AFFAIRS DIVISION

Legal advice and research; subpoenas processed; legislation and regulation drafting and research; intake and handling of consumer inquiries and complaints; Administrative Procedures Act.

LESLIE A. BECHTEL, Deputy Commissioner for Legal and Consumer Affairs

770-986-1650

Jenny L. Neville, CPA, Legal and Consumer Affairs Specialist.

Mortgage

Larry E. Shelley, Legal and Consumer Affairs Specialist. Banks/Credit Unions

Nancy Chapman, Research Analyst

770-986-2812 770-986-1642 770-986-1631

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Georgia Department of Banking and Finance

District Personnel
Northwest District 1 - Woodstock
Address: 645 Molly Lane, Suite 140, Woodstock, Georgia 30188 Phone: (770) 928-1803 Fax: (770)928-6209

ROBERT M. BRASWELL, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . District Director

Sandra Sheley, CFE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Supervisory Examiner

William D. Atkins

Senior Financial Examiner

Ernest D. Coats, CFE

Senior Financial Examiner

Ira D. Goolsby

Senior Financial Examiner

Billy C. Wilson, Sf.

Senior Financial Examiner

Victor A. Greene

Financial Examiner

Larry J. Moody . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Financial Examiner

Louis H. Otos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Financial Examiner

Mark Pressler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Financial Examiner

Lori Godfrey

Assistant Financial Examiner

Kevin Hagler

Assistant Financial Examiner

Michelle Johnson

Assistant Financial Examiner

Teresa H. Koeppell

Assistant Financial Examiner

Daisy Mitchell

Assistant Financial Examiner

Victoria Busby

Administrative Assistant

Northeast District 2 - Stone Mountain
Address: 2156 West Park Court, Suite E, Stone Mountain, Georgia 30087 Phone: (404) 298-4940 Fax: (404) 298-4945

TRACY WHITESIDES, CPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . District Director

Janet Blackmon

Supervisory Examiner

Ned W. Overby

Senior Financial Examiner

Michael Dunagan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Financial Examiner

Michael Tarrh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Financial Examiner

Eric Chambers

Assistant Financial Examiner

April Foster

Assistant Financial Examiner

David Frazer

Assistant Financial Examiner

Jeffery L. Harris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Assistant Financial Examiner

Karen Quinn

Assistant Financial Examiner

Jeannie Benefield

Administrative Assistant

Athens District Office Address: 575 Research Drive, Suite B, Athens, Georgia 30605
Phone: (706) 549-8596 Fax: (706) 549-8672

Michael G. Killeen

Supervisory Examiner

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Georgia Department of Banking and Finance

District Personnel
Central District 3 - College Park
Address: 510 Plaza Drive, Suite 1230, College Park, Georgia 30349 Phone: (404) 559-4937 Fax: (404)559-6622

BARRY L. ROOKS, CFE

District Director

Lori A. Binford

Supervisory Examiner

James Emory

Senior Financial Examiner

Gregory D. Lowe

Senior Financial Examiner

Dennis McNeer

Senior Financial Examiner

Emory L. Stanford, CPA

. . . . . . . . . . . . . . . . . . . . . . . .. Senior Financial Examiner

Laura Brown

Financial Examiner

George Campbell

Financial Examiner

Sandra D. Hunter

Financial Examiner

Amy Johnson

Financial Examiner

Fred Wells

Financial Examiner

Shannon Wright . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Assistant Financial Examiner

Ricky Wynn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Assistant Financial Examiner

Deborah Latimer

Administrative Assistant

Southeast District 4 - Dublin
Address: P.O. Box 965, Dublin, Georgia 31040 Phone: (912) 275-6740 Fax: (912) 275-6742

GARY F. FORD, CFE

District Director

Michael F. Hooks, CFE/CPA

Supervisory Examiner

Vicki L. Brantley, CFE

Senior Financial Examiner

Hersha McDade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Senior Financial Examiner

Mark A. Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Senior Financial Examiner

Robert Herndon .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Financial Examiner

Leslie Brannen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Assistant Financial Examiner

Janet Bryan

Assistant Financial Examiner

Emily Fennell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Administrative Assistant

Savannah District Office Address: 6555 Abercorn Street, Suite 222, Savannah, Georgia 31405
Phone: (912) 356-2770 Fax: (912) 356-2769

David T. Widincamp

Supervisory Examiner

James F. Mills, CFE

Senior Financial Examiner

Billy S. Wilson, CFE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Senior Financial Examiner

Michael D. Bryan

Financial Examiner

Patrick Brahana, CFE

Financial Examiner

David Douse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Assistant Financial Examiner

Tiffany Manack '" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Assistant Financial Examiner

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Georgia Department of Banking and Finance

District Personnel
Southwest District 5 - Douglas
Address: 211 E. Ashley Street, Suite 100, Douglas, Georgia 31533 Phone: (912) 389-4248 Fax: (912) 389-4287

R. LARRY HERNDON

District Director

Jane M. Whitfield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Supervisory Examiner

Michelle F. Rogers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Financial Examiner

Judy H. Powell

Financial Examiner

Michael Parker

Assistant Financial Examiner

Sue Ann Tucker

Administrative Assistant

Albany District Office Address: 2402 Dawson Road, Suite 5, Albany, Georgia 31707
Phone: (912) 430-4407 Fax: (912) 430-4056

Larry T. Duke, CFE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Supervisory Examiner

Eugene S. Cline

Senior Financial Examiner

Michael A. Rosser

Senior Financial Examiner

Terry Tucker

Senior Financial Examiner

Dan Jenkins

Assistant Financial Examiner

Valdosta District Office Address: 2215 Bemiss Road, Suite F, Valdosta, Georgia 31601
Phone: (912) 333-5299 Fax: (912) 333-2139

Joyce R. Jones Kay T. Green John F. Sutphin, III Virginia Marable Eugene Strom

Supervisory Examiner Senior Financial Examiner Senior Financial Examiner
Financial Examiner Assistant Financial Examiner

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STATE SUPERVISION ACCREDITATIONS

O n December 18, 1998, the Department of Banking and Finance was reaccredited by the Conference of State Bank Supervisors (CSBS). The annual review team commended the Department on its many efforts to enhance and streamline operations. The CSBS Accreditation Program identifies banking departments that serve the citizens of their state by operating a capable and professional regulatory program.
T he National Association of State Credit Union Supervisors (NASCUS) has a similar accreditation program that was developed and implemented for state credit union supervisory agencies. On September 4, 1998, the Department of Banking and Finance was re-accredited by NASCUS. The NASCUS Performance Standards Committee determined that the Department continues to meet criteria necessary to fulfill its statutory responsibility to charter, examine, supervise, and regulate the credit unions chartered under the laws of the State of Georgia.

To foster continuity and uniformity of
supervision and regulation of statechartered commercial banks and credit unIons;
To identify and correct weaknesses in the
Department and to capitalize on its strengths;
And, to enable the Department to better carry out its responsibilities of chartering, regulating, examining and supervising state-chartered institutions in order to assure safety and soundness, legal compliance, integrity of the industries, and responsive service.

B oth of these accreditation programs are designed to provide an opportunity and a system for state regulatory agencies to improve and enhance their credibility through an accreditation process involving a comprehensive self-evaluation and an independent review of the Department's operations. These programs are available on a voluntary basis, self-initiated, and have the following goals:

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STRATEGIC PLAN

The Department of Banking and Finance's first strategic plan was developed in 1995. The plan's main focus is on maintaining a sound, competitive and accessible financial system for the citizens of Georgia. In building the plan, the staff of the Department has seriously undertaken the task of questioning how the Department can best act in the interest of Georgia's citizens and communities in an age when financial institutions are taking new forms, being restructured, merging together, and being operated under changing regulatory regImes.
The Department's strategic plan is based on a number of planning activities and operational reviews that have occurred in recent years. In 1998, the Department conducted a follow-up strategic planning retreat. As a result of the planning session, the strategic plan was reviewed, simplified, and revised.
Integral parts of the Department's plan are the vision and mission statements, key values, and strategic directions and goals. The Department's strategic plan is comprised of seven Strategic Directions as follows:
1. Maintain the viability and enhance the value of state-chartered institutions in a global services environment.
2. Retain quality employees and maximize the effectiveness and efficiency of the Department's human resources.

3. Maximize the efficiency and effectiveness of the Department's use and management of technology.
4. Identify potential service markets and allocate and develop the needed resources to serve these markets.
5. Foster a culture which emphasizes communication between management and staff, teamwork, and empowerment of employees.
6. Measure and enhance customer satisfaction with agency services.
7. Measure and evaluate the Department's progress in achieving the Strategic Goals.
In a time of such change, we believe the Department has an important role to play in maintaining a healthy system of financial services providers -- one that promotes stable economic growth and development, access to financial services with appropriate consumer safeguards, and competition among providers.
Each work unit of the Department is responsible for developing an annual operating plan designed to implement the strategic plan through the promotion of the Department's strategic goals and directions. Plans are to review and update the strategic plan at least every three years.

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LEGISLATIVE HIGHLIGHTS

I n 1974 the banking laws were subject to substantial recodification in the form of the Financial Institutions Code of Georgia which became effective April 1, 1975. Since the establishment of the Department in 1919, additional responsibilities have been assigned to the agency in the form of the Georgia Credit Union Act (1925); Trust Company Laws of Georgia (1927); Georgia Sale of Checks Act (1965); The Fiduciary Investment Company Act (1970); International Bank Agency Act (1972); Georgia Business Development Corporation Act (1972); Regulation ofCheck Cashers (1990); and the Georgia Residential Mortgage Act (1993). Provisions of Title 7 of the Code of Georgia relating to Bank Holding Companies were substantially amended effective July 1, 1976, to permit multi-bank holding companies to operate in Georgia under Department supervision.
During 1996 and 1997, the Department passed regulations in cooperation with the Office of the Commissioner of Insurance to permit banks in Georgia to sell insurance and annuities. In 1996, Georgia opted-in to the provisions of the federal Riegle-Neal Act which permitted interstate branching of banks by merger. During 1996, amendments were also made to interstate holding company laws. Branch banking legislation was passed in 1996 which allowed a bank or group of affiliated banks under the same holding company to establish three de novo branch banks in Georgia. Beginning on July 1, 1998, the phase in of statewide branching was complete, allowing banks to have an unlimited number of de novo branches.

1998 Legislation
In 1998, legislation was passed that authorizes the Department to establish streamlined licensing and regulatory procedures and to issue requirements that are more easily coordinated with those of the Federal regulatory agencies. In addition, state regulatory requirements for financial institutions were amended to make them more consistent with general business corporation requirements in Georgia.
Other legislation passed during 1998 involved updating the Georgia Residential Mortgage Act to improve regulation and supervision of individuals and entities in the residential mortgage industry.
Looking Ahead
The majority of legislative changes proposed for the coming year concern revisions to the bank branching and bank holding company laws. Since banks may now branch statewide, legislative changes are needed to bring the branching code and the related provisions of the Georgia Bank Holding Company Act up to date. Various changes to other code sections are also necessary due to the proposed changes in branching terminology.
Other proposed changes in the coming year represent the Department's efforts to clarify current procedures and/or interpretations of the law. Some changes also reflect a continuation of the Department's ongoing efforts to keep the Financial Institutions Code of Georgia up to date in order to assure that Georgia institutions can remain competitive.

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Georgia Department of Banking and Finance

FISCAL YEAR 1998 RECEIPTS AND DISBURSEMENTS

REVENUES COLLECTED

Bank Fees

$6,042,027.00

Check Casher Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 85,042.00

Credit Union Fees

577,819.00

Holding Company Fees

540,775.00

International Bank Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 151,925.00

Mortgage Fees

4,143,757.00

Sale of Check Fees

45,116.00

Miscellaneous Fees

7,103.00

TOTAL RECEIPTS

$11,593,564.00

DISBURSEMENTS

Personal Services

$7,321,425.03

Motor Vehicle Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 101,217.18

Supplies and Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 68,682.36

Repairs and Maintenance

34,664.23

Travel Expense

407,671.20

Motor Vehicle Equipment Purchase

113,883.00

Printing

38,822.78

Equipment Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 241,093.27

Office Rent

371,526.08

Computer Charges

69,322.83

Communications

73,336.22

Per Diem and Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 12,741.69

Other Operating Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181,731.10

TOTAL DISBURSEMENTS

$9,036,116.97

Note: Total Revenues collected are remitted to the Office of the Treasury and Fiscal Services.

- 16-

Georgia Department of Banking and Finance
STATE CHARTERED FINANCIAL INSTITUTIONS AND OTHER ENTITIES REGULATED BY, LICENSED BY, OR REGISTERED
WITH THE DEPARTMENT OF BANKING AND FINANCE IN 1998

IT\ \:\( 1\1.
I:\S rrn 1'10:\
BANKS
CREDIT CARD BANKS
TRUST COMPANIES
BUSINESS DEVELOPMENT CORPORATIONS
BRANCH BANKS, BANK OFFICES AND FACILITIES
DE NOVO BRANCHES
CREDIT UNIONS
FINANCIAL HOLDING COMPANIES (Supervised and/or Registered)
CHECK SELLERS
CHECK CASHERS
DOMESTIC INTERNATIONAL BANKING FACILITIES
REPRESENTATIVE OFFICES
INTERNATIONAL BANK AGENCIES
INTERNATIONAL BANK REPRESENTATIVE OFFICES
MORTGAGE BROKERS, LENDERS, AND REGISTRANTS

101 \1 S .I\'\l \In I,
IlJlJN
289 3 2 1
**710 46 86
*232
24 220 2
53 16
6
2,135

Ot'I '\1 I> RI <.IS IIIH I>
L!( I ,\SII>
+6 +2
+35 +17
+26 +1 +38
+20
+1
+852

(O,\\IRIU)
+2
+7 +2

\lUH,U) I R \'\SI U{RLI>
-18

( LOSI I> LH)l II> \ 111> I>IIH (;IS II'IH I>

101 \1 S I>H '1' \lHLR
31.llJlJN
279 5 2

1

+18 -135

-14

621

-2

63

-3

83

-18

-1

239

-3

22

-42

216

2

-13

60

-3

13

-1

6

-357

2,630

* Beginning figure adjusted from prior year for Columbus Bank & Trust, Columbus, GA, which should have been shown as a holding company in
the prior year. In addition, the categories for Financial Holding Companies and Registered Holding Companies (i.e., holding companies owning out-of-state banks with branch offices in Georgia or holding companies owning CEBA credit card banks) have been combined in thIS years report.
** Beginning figures were adjusted for three offices that opened in previous years without prior notification to the Department.

- 17 -

AN OVERVIEW OF THE FINANCIAL SERVICE PROVIDERS REGULATED BY THE DEPARTMENT

The financial and statistical information contained in this report has been compiled from the annual reports of condition submitted by the 279 state-chartered commercial banks, nine credit card banks (five state-chartered and four with a national charter), 61 national commercial banks, 83 state-chartered credit unions, 22 licensed money order companies operating in this state, and other statistical information made available through the examination, investigation and licensing of financial institutions and other entities under the supervision of the Department of Banking and Finance. This annual report, required by Section 7-1-74 of the Official Code of Georgia Annotated, provides factual and statistical information useful to the financial industry, financial institutions and individuals who might be engaged in economic studies or might otherwise be interested in the evolution of Georgia's banking structure and related financial services industries.
BANKS
As reflected in year-end Call Report information, total assets for state-chartered and national banks in Georgia amounted to $76.6 billion, reflecting an increase of $7.4 billion from the end of 1997. Although there was continued interstate merger activity during 1998, Georgia banks experienced growth in their assets and deposits. During the year, three new state-chartered banks were approved compared to ten the previous year, eight new banks began business, two federally chartered savings banks converted to state charters, and 18 state banks merged into existing banks.
Seventy-nine new branch banks, bank offices and facilities were opened or acquired through merger or conversion during the year, while 151 were closed/ merged for a total of 684 state branch banking locations operating in Georgia at the end of 1998. The figure for closed/merged branches above is reflective of the interstate merger activity during 1998 where the out-of-state bank survived and the deposits formerly reported by the Georgia bank are now reported as deposits of the home state bank.

HOLDING COMPANIES
Supervised/Registered Bank Holding Companies
The total number of bank holding companies decreased slightly in 1998. The Department approved 51 applications by financial holding companies to acquire controlling interest in financial institutions. Of this amount, 20 applications were approved to establish new financial holding companies, and 31 applications were approved for additional acquisitions. Many of these applications also resulted in the merger of acquired holding companies into the acquiring institution. At year-end, there were 239 financial holding companies supervised by and/or registered with the Department.
Section 7-1-625 of the Official Code of Georgia Annotated requires each bank holding company controlling a bank (including federal savings banks) having banking offices in Georgia to be registered with the Department. Included in the holding company figure above, there were ten registered out-of-state holding companies who owned banking subsidiaries having branches in Georgia.
TRUST COMPANIES
Trust activities continue to be conducted principally by bank trust departments. As of the end of the year, there were two state-chartered trust companies in Georgia one which is affiliated with a financial institution and one which is independent. Other depository financial institutions may exercise limited trust powers in connection with individual retirement accounts authorized by the Employee Retirement Income Security Act of 1976 enacted by Congress. Also, some financial institutions offer trust services through agency relationships with banks which are authorized to offer trust services.
CREDIT UNIONS
Credit unions operating under a state charter have continued their successful operations during 1998. Consolidated financial and statistical reports of the 83 state-chartered credit unions reflect assets which now total $5.2 billion, which is an increase of $494 million

- 18 -

AN OVERVIEW OF THE FINANCIAL SERVICE PROVIDERS REGULATED BY THE DEPARTMENT

or 9.5% since the beginning of the year. All statechartered credit unions provide their members with deposit insurance through the National Credit Union Share Insurance Fund. During the year, one state chartered credit union merged into an existing state chartered credit union and two state chartered credit unions merged into out-of-state credit unions.
MORTGAGE LICENSEES AND REGISTRANTS
Article 13 of Title 7 of the Official Code of Georgia Annotated requires all persons who transact business as a mortgage broker or mortgage lender to be licensed or registered with the Department. The number of mortgage broker and mortgage lender licenses issued each year continues to grow at a rapid rate, ensuring that Georgians are provided with varied sources of financing opportunities covering the entire spectrum of financial options. At the end of 1998, active licensees and registrants totaled 2,630, a net increase of 495 or 23.2% for the year.
Services offered by licensees and registrants, and covered by the Department's regulation, include loans to purchase a home or refinance a home or existing mortgage, second mortgage loans, home equity loans or line of credit, and loans for other purposes to natural persons secured by a lien on Georgia residential property. There were 442,693 loans covered by Department regulation reported for 1998.
OTHER COMPANIES LICENSED BY OR REGISTERED WITH THE DEPARTMENT
International Banking
During 1998, the number of International Bank Representative Offices and Domestic International Banking Facilities licensed by the Department remained the same. There were six representative offices and two domestic international banking facilities of international banks registered or

authorized to do business in Georgia. The number of International Bank Agencies decreased by three to total 13 at year-end 1998.
Check Cashers and Sale of Check Companies
As of the end of 1998, there were 216 check cashers licensed by the Department. This was a net decrease of four over the previous year.
The Department has been supervising companies which sell traveler's checks and money orders to the residents of Georgia since 1965. At the end of the year, 22 companies having a total of 7,468 agents throughout the state were licensed to do business in Georgia. At the end of the year, there were only two in-state sale of check companies licensed with the Department. The other 20 companies are out-of-state companies licensed to operate in Georgia.
Representative Offices of Banks and Bank Holding Companies
As of the end of 1998, there were 60 companies registered as representative offices affiliated with banks or bank holding companies operating in this state compared to 53 at the end of 1997. These included 46 registrants of out-of-state companies and 14 registrants of in-state companies.
The Department is charged with the responsibility of supervising the operations of various other companies engaged in or related to the financial services industry. Examinations of bank service providers and cooperatives are performed on a regular basis. Also, one business development corporation receives annual examinations by the Department. Fiduciary investment companies are also subject to our review and supervision; however, as of the end of 1998, there were none in operation in Georgia.

- 19 -

Georgia Department of Banking and Finance

COMBINED REPORTS OF CONDITION OF STATE AND NATIONAL BANKS IN GEORGIA AS OF DECEMBER 31, 1998
WITH COMPARATIVE STATEMENT AS OF DECEMBER 31,1997
(AMOUNTS IN MILLIONS)

ASSETS Number ofBanks Gross Loans
Less: Allowance for Loan and Lease Losses Net Loans Lease Financial Receivables Interest Bearing Depository Balances Securities Trade Account Federal Funds Sold and Securities Purchased under Agreement to Resell TOTAL EARNING ASSETS

12-31-98 349 Banks
49,830 (1,184) 48,646
506 423 12,557
40 3,639 65,811

12-31-97 353 Banks
45,999 (1,026) 44,973
384 431 12,334
97 3,233 61,452

Cash and Non-Interest Bearing Depository Balances Bank Premises, Furniture and Fixtures Other Real Estate Owned Intangible Assets All Other Assets TOTAL ASSETS

3,599 1,107
57 2,659
-ldll
76,644

3,517 1,080
70 187 2,941 69,247

LIABILITIES Demand Deposits of IPC-Domestic Time and Savings Deposits of IPC - Domestic Deposits in Foreign Offices Deposits of U.S. Government Deposits of State, Counties and Municipalities Certified and Officers' Checks All Other Deposits TOTAL DEPOSITS

7,982 32,470
3,589 32
2,753
277
---..m
47,331

7,739 32,970
2,626 51
3,115 265 174
46,940

Federal Funds Purchased and Securities Sold under Agreement to Repurchase Other Liabilities for Borrowed Money Mortgage Indebtedness All Other Liabilities TOTAL LIABILITIES

5,865 7,381
0 3,910 64,487

4,664 5,469
0 2,895 59,968

Subordinated Notes and Debentures

406

407

EQUITY CAPITAL Preferred Stock Common Stock Surplus Undivided Profits and Capital Reserves Adjustments to Capital TOTAL EQUITY CAPITAL

8 511 7,244 2,906 1,082 11,751

8 484 3,927 3,383 1,070 8,872

TOTAL LIABILITIES, SUBORDINATED NOTES AND DEBENTURES, AND EQUITY CAPITAL

76,644

69,247

-20-

Georgia Department of Banking and Finance
COMBINED STATEMENT OF EARNINGS AND EXPENSES OF STATE AND NATIONAL BANKS
IN GEORGIA AS OF DECEMBER 31, 1998 WITH COMPARATIVE STATEMENT AS OF DECEMBER 31,1997
(AMOUNTS IN MILLIONS)

INTEREST INCOME Number of Banks Interest and Fees on Loans Income from Lease Financing Interest on Balances with Depository Institutions Income on Federal Funds Sold and Securities
Purchased under Agreement to Resell
Interest and Dividends from Securities Trading Account Interest TOTAL INTEREST INCOME

12-31-98 349 Banks
4,459 40 27
166 635 _ _0 5,327

12-31-97 353 Banks
4,548 31 20
164 676 _ _1 5,440

INTEREST EXPENSE Interest on Deposits Expense on Federal Funds Purchased and
Securities Sold under Agreement to Repurchase
Interest on Other Borrowed Money Interest on Mortgages and Leases Interest on Subordinated Notes and Debentures TOTAL INTEREST EXPENSE

1,652
293 382

~ 2,351

1,728
234 235

----lJ
2,220

NET INTEREST INCOME TOTAL NONINTEREST INCOME

2,976 2,608

3,220 1,482

OVERHEAD EXPENSE Salaries and Employee Benefits Net Occupancy Expense of Bank Premises and Equipment Expenses Other Noninterest Expenses TOTAL OVERHEAD EXPENSE

1,113 351
1,798 3,262

1,073 334
1,170 2,577

PROVISIONS FOR LOAN LOSSES
SECURITIES GAINS AND LOSSES NET OPERATING INCOME BEFORE TAXES APPLICABLE INCOME TAXES NET OPERATING INCOME AFTER TAXES EXTRAORDINARY INCOME OR EXPENSES, NET

620
_ _8 1,710
~
1,122 _ _0

741
--il2
1,383 479 904
_ _0

NET INCOME

1,122

904

- 21 -

Georgia Department of Banking and Finance

CITY
Abbeville Abbeville
* Adairsville
Adel Adel Ailey Alamo Alapaha
* Albany
Albany Allentown Alma
* Alma
Alpharetta
* Alpharetta
Alpharetta
* Alpharetta
Americus Americus Ashburn
* Ashburn
Athens Athens
* Athens
* Atlanta
Atlanta
* Atlanta * Atlanta
Atlanta
* Atlanta
Atlanta Atlanta Atlanta Atlanta
* Atlanta * Atlanta * Augusta
Augusta Bainbridge Bainbridge
* Barnesville
Barwick Baxley Blackshear Blackshear
* Blairsville
Blairsville Blakely Blakely
* Blue Ridge
Blue Ridge

STATE AND NATIONAL BANKS

COUNTY
Wilcox Wilcox Bartow Cook Cook Montgomery Wheeler Berrien Dougherty Dougherty Wilkinson Bacon Bacon Fulton Fulton Fulton Fulton Sumter Sumter Turner Turner Clarke Clarke Clarke
Cobb DeKalb DeKalb Fulton Fulton Fulton Fulton Fulton Fulton Fulton Fulton Fulton Richmond Richmond Decatur Decatur Lamar Brooks Appling Pierce Pierce Union Union Early Early Fannin Fannin

NAME OF BANK
Dorsey State Bank Wilcox County State Bank Bank of Adairsville Adel Banking Company Farmers & Merchants Bank Montgomery County Bank Wheeler County State Bank Bank of Alapaha First National Bank of South Georgia Security Bank and Trust Company of Albany The Four County Bank Alma Exchange Bank & Trust The First National Bank of Alma Bank of North Georgia Chattahoochee National Bank First Colony Bank North Atlanta National Bank Citizens Bank of Americus Sumter Bank and Trust Company Ashburn Bank Community National Bank Athens First Bank & Trust Company First American Bank and Trust Company SunTrust Bank, Northeast Georgia, National Association The Bankers Bank The Prudential Bank and Trust Company The Summit National Bank AmTrade International Bank of Georgia Capitol City Bank & Trust Company Citizens Trust Bank First Financial Bank InfiBank Monogram Credit Card Bank of Georgia Premier Bank SunTrust Bank, Atlanta The Buckhead Community Bank, N.A. First Union Direct Bank, National Association Georgia Bank & Trust Company of Augusta First Community Bank of Southwest Georgia The First Port City Bank The First National Bank of Barnesville Barwick Banking Company Peoples State Bank & Trust Peoples Bank The Blackshear Bank First National Bank of Union County United Community Bank Bank of Early First State Bank of Blakely Fannin County Bank, N.A. Peoples Bank of Fannin County

BEGIN BUSINESS
10/04/1972 04/22/1952 03/24/1899 03/01/1929 01/15/1948 03/01/1926 01/17/1945 03/25/1905 OS/29/1991 08/31/1970 09/15/1941 10/14/1939 05/01/1951 08/05/1960 07/27/1998 01/18/1985 11/16/1998 03/25/1937 10/28/1974 07/30/1900 08/06/1990 05/30/1929 11/01/1949 12/31/1866
01/31/1986 09/04/1945 03/10/1988 03/19/1993 10/03/1994 08/17/1921 05/07/1993 04/27/1998 06/27/1988 07/29/1985 11/08/1891 02/06/1998 06/02/1997 08/28/1989 01/24/1935 10/07/1974 04/02/1902 06/01/1967 07/01/1966 08/05/1946 07/07/1892 01/04/1982 03/01/1950 04/28/1941 05/15/1937 05/31/1994 08/01/1986

**

TOTAL ASSETS

8,212 32,424 37,130 67,975 51,115 94,411 23,104 47,367 56,243 213,415 32,737 62,101 139,174 408,183 22,774 174,453
7,329 119,011 169,829 114,322 121,490 591,984 152,204 675,033

706,041 818,674 258,606 124,256 47,804 205,996 387,356 56,404 1,353,945 926,309 19,635,324
34,720 4,321,023
292,795 165,088 71,635 90,243
9,456 45,991 101,102 70,097 50,425 498,979 61,581 101,144 72,740 195,241

* Member of the Federal Reserve System

- 22-

** Amounts are in Thousands as of 12/31/98

Georgia Department of Banking and Finance

CITY
Broxton
* Brunswick * Brunswick
Brunswick Brunswick
* Buchanan
Buford Cadwell Cairo Cairo
* Cairo * Calhoun
Calhoun Camilla Camilla Canton Canton Canton Carnesville Carrollton Carrollton Carrollton
* Carrollton
Cartersville Cartersville
* Cartersville * Cedartown
Chatsworth
* Chatsworth
Chickamauga Clarkesville Claxton Claxton Clayton Clayton Cleveland Cochran Cochran Colquitt Columbus Columbus Columbus
* Columbus
* Columbus
Comer Commerce
* Commerce * Conyers
Cordele Cordele

COUNTY
Coffee Glynn Glynn
Glynn Glynn Haralson Gwinnett Laurens Grady Grady Grady Gordon Gordon Mitchell Mitchell Cherokee Cherokee Cherokee Franklin Carroll Carroll Carroll Carroll Bartow Bartow Bartow Polk Murray Murray Walker Habersham Evans Evans Rabun Rabun White Bleckley Bleckley Miller Muscogee Muscogee Muscogee Muscogee
Muscogee Madison Jackson Jackson Rockdale Crisp Crisp

STATE AND NATIONAL BANKS

NAME OF BANK

BEGIN BUSINESS

Colony Bank Southeast Atlantic National Bank SunTrust Bank, Southeast Georgia, National Association The Coastal Bank of Georgia The First Bank of Brunswick First National Bank of Georgia Peoples Bank & Trust Farmers State Bank Cairo Banking Company Citizens Bank First National Bank of Grady County First National Bank of Northwest Georgia Georgia Bank & Trust Bank of Camilla Planters & Citizens Bank Bank of Canton Etowah Bank Security State Bank First Bank and Trust Citizens Bank and Trust of West Georgia Community First Bank Peoples Bank of West Georgia West Georgia National Bank of Carrollton Bartow County Bank First Community Bank & Trust Unity National Bank The First National Bank of Polk County Cohutta Banking Company The First National Bank of Chatsworth Bank of Chickamauga Habersham Bank The Claxton Bank Tippins Bank & Trust Company First Clayton Bank & Trust Rabun County Bank White County Bank State Bank of Cochran The Citizens Bank of Cochran Peoples Community Bank BB&T Bankcard Corporation Central Carolina Bank - Georgia Columbus Bank and Trust Company SunTrust Bank, West Georgia, National Association Universal Bank, National Association Merchants and Farmers Bank of Comer, Georgia Community Bank & Trust- Jackson The First National Bank of Commerce Rockdale National Bank Central Bank & Trust Cordele Banking Company

07/0111946 08/3111998 12/3111894
06/0111950 07/0211990 03/0411909 1211311984 1111511966 1112311903 0110111904 0611911918 0111211905 0211511988 0110211890 05/2411913 1211811892 0112911927 1012211990 08/0111960 07/0111947 12/3111929 03/0311997 09116/1946 03128/1974 10123/1989 1113011998 0110111920 01124/1906 08118/1975 0511011910 05/3011904 02124/1941 09/03/1940 03/0511990 1011011975 1012911976 0110511922 07/0111942 1011911973 07/0111998 0711511993 04/0111889 12/3111892
0312611990 1011011935 0812511982 0110111904 10/1411997 0112311986 06115/1927

**

TOTAL ASSETS

34,923 45,097 583,806

177,125 122,103 125,327 191,051 78,611 74,131 31,342 114,625 210,309 182,158 67,205 70,897 364,249 421,793 67,988 95,537 264,483 390,953 34,355 223,337 176,965 117,057
11,098 132,539 133,457 98,667 53,621 312,128 84,443 48,442 100,451 101,118 161,134 99,509 60,549 65,864 65,305 87,293 2,191,417 525,728

6,856,720 70,085 114,461 137,588 33,541 59,501 124,042

* Member of the Federal Reserve System

- 23 -

** Amounts are in Thousands as of 12/31/98

Georgia Department of Banking and Finance

CITY

COUNTY

Cornelia
* Covington
Covington Crawford Cumming Cuthbert Dahlonega Dahlonega
* Dalton
Dalton
* Dalton
Danielsville
* Darien
Darien Dawson Dawson Dawsonville Dawsonville Dawsonville Decatur Decatur Dexter Donalsonville Donalsonville Donalsonville Doraville
* Douglas
Douglasville Douglasville Dublin Dublin Dudley Duluth
* Duluth
Eastman Eastman Eastman Eatonton Eatonton Edison
* Elberton
Ellaville Ellijay Ellijay
* Evans
Fayetteville Fitzgerald Fitzgerald
* Folkston
Forsyth Forsyth Fort Oglethorpe

Habersham Newton Newton Oglethorpe Forsyth Randolph Lumpkin Lumpkin Whitfield Whitfield Whitfield Madison McIntosh McIntosh Terrell Terrell Dawson Dawson Dawson DeKalb DeKalb Laurens Seminole Seminole Seminole DeKalb Coffee Douglas Douglas Laurens Laurens Laurens Fulton Gwinnett Dodge Dodge Dodge Putnam Putnam Calhoun Elbert Schley Gilmer Gilmer Columbia Fayette Ben Hill Ben Hill Charlton Monroe Monroe Catoosa

STATE AND NATIONAL BANKS
NAME OF BANK
Community Bank & Trust - Habersham First Newton Bank Main Street Bank The Commercial Bank The Citizens Bank of Forsyth County First State Bank of Randolph County Bank of Dahlonega Lumpkin County Bank First Bank of Dalton Hardwick Bank & Trust Company Premier National Bank of Dalton Bank of Danielsville Sapelo National Bank Southeastern Bank Bank of Dawson Bank of Terrell Chestatee State Bank Dawson County Bank First Community Bank of Dawsonville Bank Atlanta Decatur First Bank Knight State Bank Commercial State Bank First State Bank of Donalsonville Merchants and Farmers Bank Global Commerce Bank First National Bank of Coffee County Citizens & Merchants State Bank Douglas County Bank Farmers & Merchants Bank The Morris State Bank Bank of Dudley The Peachtree Bank Gwinnett National Bank Bank of Dodge County Bank of Eastman Citizens Bank & Trust Company Farmers & Merchants Bank The Peoples Bank The Bank of Edison Pinnacle Bank, National Association Bank of Ellaville Gilmer County Bank The Bank of Ellijay SunTrust Bank, Augusta, National Association First Citizens Bank of Fayette County Community Banking Company of Fitzgerald The Bank of Fitzgerald First National Bank Monroe County Bank The Farmers Bank Capital Bank

BEGIN BUSINESS
08/04/1900 08/28/1963 04/01/1901 09/05/1924 02/03/1997 01/02/1959 OS/27/1914 12/14/1982 01/08/1996 02/20/1922 11/25/1996 01/15/1908 OS/29/1997 01/24/1889 07/01/1911 05/01/1936 05/15/1998 07/13/1953 04/22/1991 12/15/1987 09/02/1997 04/01/1956 12/16/1938 01/01/1934 09/24/1925 08/18/1995 09/23/1991 10/06/1987 06/24/1974 07/06/1910 10/02/1958 11/30/1905 10/05/1998 06/01/1989 09/26/1966 01/02/1919 04/01/1949 11/15/1922 05/01/1944 12/31/1904 03/12/1934 09/16/1910 03/03/1995 06/01/1914 08/10/1871 08/06/1990 04/19/1996 04/15/1976 04/01/1996 10/15/1908 12/31/1910 08/07/1964

**

TOTAL ASSETS

273,954 214,822 432,290
52,276 59,122 42,052 128,683 48,441 91,304 317,983 41,255 67,747 16,053 337,327 67,060 84,977 32,424 93,866 69,995 79,447 37,274 33,599 67,402 110,721 44,608 40,889 59,605 88,397 99,528 292,785 101,860 85,654 19,698 54,931 45,300 94,928 87,710 103,868 80,539 38,219 264,853 64,725 139,450 86,244 567,045 112,778 58,008 100,673 20,995 45,950 46,327 81,552

* Member of the Federal Reserve System

- 24-

** Amounts are in Thousands as of 12/31/98

Georgia Department of Banking and Finance

CITY
Fort Valley
* Gainesville
Gainesville
* Gainesville
Gibson Glennville Glennville Gray Greenville
* Griffin
Griffin Haddock Hahira Hartwell Hawkinsville Hawkinsville Hazlehurst Hiawassee Hiawassee Hinesville Hinesville Hiram Hogansville Homerville Irwinton Jackson Jackson Jasper Jasper Jeffersonville
* Jesup
Jonesboro
* Kennesaw
Kennesaw Kingsland Lafayette LaGrange
LaGrange Lakeland Lavonia Lavonia
* Lawrenceville * Lawrenceville
Lawrenceville
* Lawrenceville
Leary
* Leesburg
Lenox Lincolnton Lithonia

COUNTY
Peach Hall Hall Hall Glascock Tattnall Tattnall Jones Meriwether Spalding Spalding Jones Lowndes Hart Pulaski Pulaski Jeff Davis Towns Towns Liberty Liberty Paulding Troup Clinch Wilkinson Butts Butts Pickens Pickens Twiggs Wayne Clayton Cobb Cobb Camden Walker Troup
Troup Lanier Franklin Franklin Gwinnett Gwinnett Gwinnett Gwinnett Calhoun Lee
Cook Lincoln DeKalb

STATE AND NATIONAL BANKS

NAME OF BANK

BEGIN BUSINESS

The Citizens Bank Gainesville Bank & Trust Georgia First Bank Lanier National Bank Bank of Gibson First Citizens Bank The Glennville Bank and Trust Company Bank of Gray The Greenville Banking Company First National Bank of Griffin The Bank of Spalding County Jones County Bank Citizens Community Bank Bank of Hartwell Planters Bank SunMark Community Bank Bank of Hazlehurst Bank of Hiawassee Towns County Bank The Coastal Bank The Heritage Bank Community Trust Bank The Citizens Bank Empire Banking Company Wilkinson County Bank First Georgia Community Bank McIntosh State Bank Crescent Bank and Trust Company Jasper Banking Company Peoples State Bank Wayne National Bank Heritage Bank First North American National Bank The Westside Bank & Trust Company Citizens State Bank The Bank of LaFayette, Georgia Commercial Bank & Trust Company of Troup County Community Bank and Trust - Troup Farmers and Merchants Bank Northeast Georgia Bank Peoples Bank, Lavonia, Georgia Cedar Hill National Bank Embry National Bank Gwinnett Banking Company The Brand Banking Company Jordan Banking Company SunTrust Bank, South Georgia, National Association Bank of Lenox Farmers State Bank The Peoples Bank

01/01/1907 02/01/1988 03/25/1985 08/01/1989 11/27/1905 01/04/1943 01/18/1905 08128/1909 12/31/1891 05/12/1933 12/05/1986 07/25/1905 02/21/1927 11/09/1961 03/30/1896 08127/1949 10130/1906 07121/1909 12/08/1984 07/09/1970 11/15/1911 02/02/1988 12/11/1961 06/01/1945 07/16/1907 09/08/1997 09/18/1964 08/14/1989 03/12/1945 12/10/1969 09/26/1990 12/31/1955 11/19/1990 05/14/1990 02/24/1947 12/31/1899 09/15/1941
12/15/1984 12/31/1907 09123/1940 10/10/1988 02/02/1998 12/07/1987 10/31/1997 07/17/1905 01/03/1966 11/01/1945
06125/1907 12/02/1911 12/31/1910

**

TOTAL ASSETS

73,090 196,046 133,942 115,617
10,762 74,320 85,709 149,875 19,741 200,532 62,199
4,411 66,574 75,119 63,933 72,069 52,985 139,010 78,530 66,721 208,743 104,832 30,790 70,170 31,624 36,368 167,331 119,620 159,658 19,680 54,616 169,909 498,166 111,123 22,129 126,059 174,637

44,985 119,402 115,111 45,220
8,880 102,386 33,325 291,484
10,357 695,466

29,757 63,147 74,109

* Member of the Federal Reserve System

- 25 -

** Amounts are in Thousands as of 12/31/98

Georgia Department of Banking and Finance

STATE AND NATIONAL BANKS

CITY
Loganville Lumber City Lumpkin Lyons Mableton
* Macon
Macon
* Macon * Macon
Madison Manchester Marietta Marietta
* Marietta
McDonough McRae McRae Metter Metter Milan Milledgeville Milledgeville
* Milledgeville
Milledgeville Millen Molena
* Monroe
Monroe Monticello Moultrie
* Moultrie
Mount Vernon Nashville Nashville Newington Newnan Newnan
* Norcross
Norcross
* Norcross
Ocilla Omega Patterson Peachtree City
* Peachtree City
Pearson Pelham Pembroke Perry Perry Pine Mountain

COUNTY
Walton Telfair Stewart Toombs Cobb Bibb Bibb Bibb Bibb
Morgan Meriwether Cobb Cobb Cobb Henry Telfair Telfair Candler Candler Telfair Baldwin Baldwin Baldwin Baldwin Jenkins Pike Walton Walton Jasper Colquitt Colquitt Montgomery Berrien Berrien Screven Coweta Coweta Gwinnett Gwinnett Gwinnett Irwin Tift Pierce Fayette Fayette Atkinson Mitchell Bryan Houston Houston Harris

NAME OF BANK
The Community Bank Bank of Lumber City Farmers State Bank Peoples Bank Georgia State Bank First South Bank, N. A. Rivoli Bank & Trust Security National Bank SunTrust Bank, Middle Georgia, National Association Bank of Madison F & M Bank and Trust Company Charter Bank and Trust Co. Riverside Bank Southern National Bank First Community Bank of Henry County The Merchants & Citizens Bank The Security State Bank Metter Banking Company Pineland State Bank Bank of Milan Century Bank and Trust Exchange Bank First National Bank of Baldwin County The Central & Southern Bank of Georgia Ogeechee Valley Bank First Bank of Pike The National Bank of Walton County Walton Bank & Trust Co. Bank of Monticello American Banking Company Southwest Georgia Bank Mount Vernon Bank The Citizens Bank The United Banking Company Bank of Newington Bank of Coweta The Bank of Newnan Fidelity National Bank First Capital Bank First Security National Bank First State Bank of South Georgia South Georgia Banking Company The Patterson Bank Fayette County Bank Peachtree National Bank The Citizens Exchange Bank Pelham Banking Company First Bank of Coastal Georgia Crossroads Bank of Georgia The Bank of Perry First Peoples Bank

BEGIN BUSINESS
10/05/1946 07/02/1945 12/30/1911 06/01/1935 04/28/1986 10/30/1992 06/12/1997 11/03/1988 09/12/1912
01/01/1890 02/21/1948 02/03/1989 04/17/1987 12/21/1998 08/04/1984 03/28/1929 08/23/1972 08/26/1935 10/15/1962 10/30/1906 03/30/1898 06/01/1903 07/03/1989 10/13/1884 01/07/1974 03/30/1899 12/31/1891 08/15/1988 02/10/1964 10/01/1971 01/03/1928 01/24/1901 03/30/1943 07/15/1924 08/14/1919 10/06/1972 11/23/1987 02/12/1974 12/18/1989 06/25/1985 06/01/1943 01/02/1968 06/19/1907 11/03/1989 09/11/1986 05/12/1945 12/08/1936 02/11/1938 09/14/1987 12/31/1889 07/09/1990

**

TOTAL ASSETS

77,384 17,352 35,529 43,345 131,294 186,037 47,848 171,994 612,093

81,824 37,499 156,703 151,556 12,447 79,857 50,730 29,812 107,203 33,876 41,439 112,807 114,014 65,652 222,242 21,756 25,628 147,535 49,008 56,549 142,670 229,582 35,201 78,258 67,773 34,209 209,693 101,284 711,964 180,424 77,370 46,606 138,207 69,643 122,930 161,507 20,734 43,756 71,926 79,729 53,866 48,394

* Member of the Federal Reserve System

- 26-

** Amounts are in Thousands as of 12/31/98

Georgia Department of Banking and Finance

CITY
Pineview Pitts Powder Springs Quitman
* Quitman
Reidsville Reynolds Richmond Hill Ringgold Ringgold Riverdale Roberta Rochelle Rockmart Rome Rome Rome
* Rome

COUNTY
Wilcox Wilcox Cobb Brooks Brooks Tattnall Taylor Bryan Catoosa Catoosa Clayton Crawford Wilcox Polk Floyd Floyd Floyd Floyd

Rossville
* Roswell
Sandersville Sandersville Sardis
* Savannah * Savannah
Savannah
* Savannah
Senoia Snellville Social Circle Soperton Sparta Sparta Springfield
* Springfield
St Simons Island
* St. Marys
Statesboro Statesboro Statesboro Statesboro Stockbridge
* Stockbridge
Stockbridge Summerville
* Summerville * Suwanee
Swainsboro Swainsboro Sylvania Sylvester

Walker Fulton Washington Washington Burke Chatham Chatham Chatham Chatham Coweta Gwinnett Walton Treutlen Hancock Hancock Effingham Effingham Glynn Camden Bulloch Bulloch Bulloch Bulloch Henry Henry Henry Chattooga Chattooga Gwinnett Emanuel Emanuel Screven Worth

STATE AND NATIONAL BANKS
NAME OF BANK
Pineview State Bank Community Bank of Wilcox Independent Bank & Trust Company Heritage Community Bank The Citizens National Bank of Quitman The Tattnall Bank The Citizens State Bank Bryan Bank & Trust Gateway Bank & Trust Northwest Georgia Bank First Citizens Bank of Clayton County First Community Bank of Georgia Rochelle State Bank United Bank & Trust Company 1st Floyd Bank Citizens First Bank Greater Rome Bank SunTrust Bank, Northwest Georgia, National Association Rossville Bank Milton National Bank Citizens Bank of Washington County The Geo. D. Warthen Bank Bank of Burke County AmeriBank, N.A. SunTrust Bank, Savannah, National Association The Carver State Bank The Savannah Bank, National Association Farmers and Merchants Community Bank The Eastside Bank & Trust Company Georgia Central Bank The Bank of Soperton Bank of Hancock County United Security Bank Citizens Bank of Effingham First National Bank of Effingham Frederica Bank & Trust First National Bank Eagle Bank and Trust Farmers & Merchants Bank First Bulloch Bank & Trust Company Sea Island Bank American Century Financial Services Eagle National Bank The First State Bank Farmers & Merchants Bank First National Bank of Chattooga County Quantum National Bank Spivey State Bank The Citizens Bank of Swainsboro Farmers and Merchants Bank Bank of Worth

BEGIN BUSINESS
09120/1910 06/30/1906 0111111990 12/3111888 08125/1934 10122/1900 09/08/1922 12127/1989 0412111997 08/30/1904 03/17/1984 06/15/1998 08/0111947 01/16/1990 06/15/1967 0110111911 02126/1996 12/3111977
12/13/1963 01118/1992 05/03/1965 03/18/1957 07/02/1945 04/30/1985 12/3111889 06/04/1947 08122/1990 03/02/1874 01122/1990 03/08/1924 12/31/1903 09/05/1904 06/01/1967 09/08/1998 12/07/1989 12/12/1988 07/10/1989 02120/1991 02/17/1948 04/14/1934 12/31/1901 06129/1998 12/02/1997 10/08/1964 02/06/1926 05122/1968 12/27/1995 03/01/1965 12/3111900 12/3111946 06122/1981

**

TOTAL ASSETS

14,741 27,861 127,215 46,221 51,059 59,551 29,618 79,532 76,933 281,394 67,600 22,467 17,837 43,318 92,811 202,546 61,145 372,267

99,828 174,125 111,158 90,663 40,851 146,018 641,185
18,873 186,709 38,280 90,051 57,052 43,562 61,351
12,717 20,325 63,219 77,326 67,441 78,277 65,288 221,013 176,682 21,183 19,697 360,313 165,981 32,126 64,426 87,863 52,289 76,747 55,349

* Member of the Federal Reserve System

- 27 -

** Amounts are in Thousands as of 12/31/98

Georgia Department of Banking and Finance

CITY
Sylvester Talbotton
* Tennille
Thomaston Thomaston Thomasville Thomasville
* Thomasville
Thomson Tifton Tifton Toccoa Toccoa Trenton Tucker
* Tucker
Twin City Union Point Uvalda Valdosta Valdosta Valdosta Vidalia Vidalia Vienna Vienna Villa Rica
Wadley Warner Robins Warrenton Washington Watkinsville Waycross
* Waynesboro * West Point
Willacoochee Winder Winder Woodbury Woodland
* Woodstock
Wrens Wrightsville Zebulon

COUNTY
Worth Talbot Washington Upson Upson Thomas Thomas Thomas McDuffie Tift Tift Stephens Stephens Dade DeKalb DeKalb Emanuel Greene Montgomery Lowndes Lowndes Lowndes Toombs Toombs Dooly Dooly Carroll Jefferson Houston Warren Wilkes Oconee Ware Burke Troup Atkinson Barrow Barrow Meriwether Talbot Cherokee Jefferson Johnson Pike

STATE AND NATIONAL BANKS

NAME OF BANK

BEGIN BUSINESS

Sylvester Banking Company The Peoples Bank of Talbotton The First National Bank & Trust Company Bank of Upson West Central Georgia Bank Bank of Thomas County Commercial Bank Thomasville National Bank First Bank of Georgia Citizens Security Bank First Community Bank of Tifton Liberty Bank & Trust The Bank of Toccoa Bank of Dade Community Bank of Georgia Mountain National Bank Durden Banking Company, Incorporated The Farmers Bank Altamaha Bank and Trust Company First State Bank and Trust Company of Valdosta The Park Avenue Bank Valdosta Bank and Trust Darby Bank & Trust Co. First Community Bank of Vidalia Bank of Dooly Citizens Bank Home Town Bank of Villa Rica
Bank of Wadley CB&T Bank of Middle Georgia Citizens Bank Farmers and Merchants Bank Oconee State Bank Waycross Bank & Trust First National Bank of Waynesboro First National Bank of West Point The Peoples Bank First Piedmont Bank The Peoples Bank The Woodbury Banking Company Talbot State Bank First National Bank of Cherokee First State Bank Bank of Wrightsville United Bank

07/3011898 01/13/1891 0110111902 10/0111951 04/15/1974 11120/1911 0712211916 10/0211995 01109/1989 0411511948 0212411937 0712011984 09/0111911 0111211956 08/05/1991 08/0211988 07/0511935 09/06/1911 0511611966 03/30/1906 06128/1971 08/0611990 07/0111934 10/14/1965 07/30/1976 07/0111931 10122/1997
01130/1902 0110411985 04/30/1902 03114/1950 02/0111960 06/0111988 0110111905 0111311906 0111511952 0411511998 10/30/1926 0912911902 1112511907 1112711989 07/0611964 0211611897 0113111905

**

TOTAL ASSETS

50,714 15,655 167,097 132,726 68,873 35,781 263,939 87,590 45,797 129,411 132,404 23,404 118,083 59,317 82,677 147,789 52,973 55,570 84,003 188,518 217,687 76,197 131,058 64,918 53,897 178,078 35,061 24,179 197,562 42,651 163,711 130,732 82,554 68,454 129,011 33,273 26,195 181,371 26,946 37,887 110,295 60,313 53,625 411,329

* Member of the Federal Reserve System

- 28 -

** Amounts are in Thousands as of 12/3l/98

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
MONTGOMERY COUNTY BANKSHARES, INC. *Montgomery County Bank

CITY
AILEY
Ailey

APPROVED
01/27/1987

FOUR COUNTY BANCSHARES, INC. *The Four County Bank Peoples State Bank

ALLENTOWN
Allentown Jeffersonville

02/14/1989

FIRST BANK SHARES OF THE SOUTH EAST, INC. *The First National Bank of Alma

ALMA
Alma

06/11/1985

SOUTH BANKING COMPANY *Alma Exchange Bank & Trust Peoples State Bank & Trust Citizens State Bank Pineland State Bank

ALMA
Alma Baxley Kingsland Metter

11/20/1980

CNB HOLDINGS, INC. Chattahoochee National Bank

ALPHARETTA
Alpharetta

OS/27/1998

FIRST COLONY BANCSHARES, INC. *First Colony Bank

ALPHARETTA
Alpharetta

06/06/1988

COMMUNITY NATIONAL BANCORPORATION *Community National Bank

ASHBURN
Ashburn

02/19/1990

FIRST AMERICAN BANCORP *First American Bank and Trust Company

ATHENS
Athens

04/02/1986

BROADSTREET, INC. *AmTrade International Bank of Georgia

ATLANTA
Atlanta

03/04/1993

BUCKHEAD COMMUNITY BANCORP, INC. *The Buckhead Community Bank, NA

ATLANTA
Atlanta

01/27/1998

CAPITOL CITY BANCSHARES, INC. *Capitol City Bank & Trust Company

ATLANTA
Atlanta

09/16/1998

CITIZENS BANCSHARES CORP. *Citizens Trust Bank

ATLANTA
Atlanta

07/01/1976

COMMUNITY FINANCIAL SERVICES, INC. *The Bankers Bank

ATLANTA
Atlanta

11/18/1985

FIDELITY NATIONAL CORPORATION *Fidelity National Bank

ATLANTA
Norcross

12/18/1979

INFICORP HOLDINGS, INC. *InfiBank

ATLANTA
Atlanta

07/23/1997

* Lead Bank

-29-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
NEWTON FINANCIAL MANAGEMENT COMPANY WILLIAMS PARTNERS, L.P. FNB NEWTON BANKSHARES, INC. *First Newton Bank

CITY
ATLANTA ATLANTA COVINGTON Covington

APPROVED
12/24/1997 12/24/1997 11/30/1984

PREMIER BANCSHARES, INC. *Premier Bank The Bank of Spalding County First Community Bank of Henry County The Central & Southern Bank of Georgia Frederica Bank & Trust

ATLANTA Atlanta Griffin McDonough Milledgeville St Simons Island

11/14/1988

SOUTHEAST COMMERCE HOLDING COMPANY *Commerce Bank

ATLANTA Atlanta

OS/27/1998

SUMMIT BANK CORPORATION *The Summit National Bank

ATLANTA Atlanta

09/11/1987

SUNTRUST BANKS, INC. SUNTRUST BANKS OF GEORGIA, INC. SunTrust Bank, Northeast Georgia, National Association *SunTrust Bank, Atlanta SunTrust Bank, Southeast Georgia, National Association SunTrust Bank, West Georgia, National Association SunTrust Bank, Augusta, N.A. SunTrust Bank, South Georgia, National Association SunTrust Bank, Middle Georgia, National Association SunTrust Bank, Northwest Georgia, National Association SunTrust Bank, Savannah, National Association SUNTRUST BANKS OF TENNESSEE, INC. SUNTRUST BANKS OF FLORIDA, INC. *Sun Commercial Bank

ATLANTA ATLANTA Athens Atlanta Brunswick Columbus Evans Leesburg Macon Rome Savannah NASHVILLE, TN ORLANDO,FL Panama City, FL

01/11/1985 07/01/1976
03/24/1987 10/06/1995

GEORGIA BANK FINANCIAL CORPORATION *Georgia Bank & Trust Company of Augusta

AUGUSTA Augusta

11/27/1991

PORT CITY HOLDING COMPANY, INC. *The First Port City Bank

BAINBRIDGE Bainbridge

08/11/1981

UNITED BANK CORPORATION *United Bank

BARNESVILLE Zebulon

11/25/1981

ALABAMA NATIONAL BANCORPORATION *National Bank of Commerce of Birmingham Georgia State Bank

BIRMINGHAM, AL Birmingham, AL Mableton

08/28/1998

AMSOUTH BANCORPORATION *AmSouth Bank

BIRMINGHAM, AL

**

Birmingham, AL

* Lead Bank

-30-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
REGIONS FINANCIAL CORPORATION *Regions Bank Etowah Bank Fayette County Bank

CITY
BIRMINGHAM, AL
Birmingham, AL Canton Peachtree City

APPROVED 07/24/1991

SOUTHTRUST CORPORATION *SouthTrust Bank, National Association

BIRMINGHAM, AL

**

Birmingham, AL

PEOPLES BANKING CORPORATION *Peoples Bank

BLACKSHEAR
Blackshear

02/28/1990

UNITED COMMUNITY BANKS, INC. *United Community Bank Peoples Bank of Fannin County First Clayton Bank & Trust White County Bank Towns County Bank Citizens Bank

BLAIRSVILLE
Blairsville Blue Ridge Clayton Cleveland Hiawassee Murphy, NC

02/04/1988

EARLY BANCSHARES, INC. *Bank of Early
THE MADDOX CORPORATION FIRST STATE BANCSHARES OF BLAKELY, INC. *First State Bank of Blakely First State Bank of Donalsonville

BLAKELY
Blakely
BLAKELY BLAKELY
Blakely Donalsonville

02/02/1993
11/04/1996 06/13/1986

FIRST GEORGIA HOLDING, INC. *First Georgia Bank
FIRST HARALSON CORPORATION *First National Bank of Georgia

BRUNSWICK
Brunswick
BUCHANAN
Buchanan

04/28/1988 03/06/1984

GRADY HOLDING COMPANY *First National Bank of Grady County

CAIRO
Cairo

06/30/1978

CAMILLA BANCSHARES, INC. *Bank of Camilla

CAMILLA
Camilla

03/24/1992

P & C BANK SHARES, INC. *Planters & Citizens Bank

CAMILLA
Camilla

12/30/1980

B C BANKSHARES, INC. *Bank of Canton
UNITED SECURITY BANCSHARES, INC. *United Security Bank

CANTON
Canton
CANTON
Sparta

09/05/1984 02/21/1984

* Lead Bank

-31-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
FIRST BANKS, INC. First Bank and Trust *The Bank of Toccoa

CITY
CARNESVILLE
Carnesville Toccoa

APPROVED 04/13/1981

COMMUNITY FIRST BANKING COMPANY *Community First Bank

CARROLLTON
Carrollton

06/10/1997

PEOPLES BANCORP, INC. *Peoples Bank of West Georgia

CARROLLTON
Carrollton

12/18/1996

WGNBCORP. *West Georgia National Bank of Carrollton

CARROLLTON
Carrollton

08/12/1985

BARTOW BANCSHARES, INC. *Bartow County Bank

CARTERSVILLE
Cartersville

04128/1983

UNITY HOLDINGS, INC. *Unity National Bank

CARTERSVILLE
Cartersville

05/15/1998

FIRST POLK BANKSHARES, INC. *The First National Bank of Polk County

CEDARTOWN
Cedartown

05120/1986

BANKAMERICA CORPORATION NationsBank, National Association

CHARLOTTE, NC

**

Charlotte, NC

THE CATO CORPORATION *Cedar Hill National Bank

CHARLOTTE, NC

**

Lawrenceville

FIRST UNION CORPORATION *First Union National Bank First Union Direct Bank, National Association

CHARLOTTE, NC

**

Charlotte, NC

Augusta

FIRST CHATSWORTH BANCSHARES, INC. *The First National Bank of Chatsworth

CHATSWORTH
Chatsworth

03/03/1983

SOUTHERN BANCSHARES, INC. *The Claxton Bank

CLAXTON
Claxton

03/30/1998

TIPPINS BANKSHARES, INC. *Tippins Bank & Trust Company

CLAXTON
Claxton

01120/1998

LIBERTY BANCORP OF GEORGIA, INC. *Rabun County Bank The Gordon Bank

CLAYTON
Clayton Gordon

05/12/1983

PEOPLES COMMUNITY BANCSHARES, INC. *Peoples Community Bank Peoples Community Bank Peoples Community Bank

COLQUITT
Colquitt Columbia, AL Malone, FL

04/09/1991

* Lead Bank

-32-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
TB&C BANCSHARES, INC. SYNOVUS FINANCIAL CORP. OF ALABAMA SYNOVUS FINANCIAL CORP. Security Bank and Trust Company of Albany Bank of North Georgia Sumter Bank and Trust Company Athens First Bank & Trust Company The Coastal Bank of Georgia Georgia Bank & Trust Citizens Bank and Trust of West Georgia Cohutta Banking Company The Citizens Bank of Cochran Citizens & Merchants State Bank First Coast Community Bank The Citizens Bank Bank of Hazlehurst Commercial Bank & Trust Company of Troup County The National Bank of Walton County Bank of Coweta Peachtree National Bank Bank of Pensacola CB&T Bank of Russell County The Quincy State Bank Citizens First Bank Sea Island Bank The National Bank of South Carolina The Tallahassee State Bank Commercial Bank First Community Bank of Tifton First State Bank and Trust Company of Valdosta Vanguard Bank and Trust Company CB&T Bank of Middle Georgia *COLUMBUS BANK AND TRUST COMPANY Synovus Trust Company

CITY
COLUMBUS
BIRMINGHAM, AL
COLUMBUS
Albany Alpharetta Americus Athens Brunswick Calhoun Carrollton Chatsworth Cochran Douglasville Fernandina Beach, FL Fort Valley Hazlehurst LaGrange Monroe Newnan Peachtree City Pensacola, FL Phenix City, AL Quincy, FL Rome Statesboro Sumter, SC Tallahassee, FL Thomasville Tifton Valdosta Valparaiso, FL Wamer Robins
COLUMBUS
Columbus

APPROVED
08/25/1986 10/04/1988 07/0111976
01103/1995

FIRST COMMERCE BANCORP, INC. *The First National Bank of Commerce

COMMERCE
Commerce

10/27/1981

ROCKDALE NATIONAL BANKSHARES, INC. *Rockdale National Bank

CONYERS
Conyers

08/28/1997

MID STATE BANKS, INC. *Cordele Banking Company Planters Bank First State Bank of South Georgia Pineview State Bank

CORDELE
Cordele Hawkinsville Ocilla Pineview

03/05/1980

* Lead Bank

-33-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
COMMUNITY BANKSHARES, INC. Community Bank & Trust- Jackson *Community Bank & Trust - Habersham Community Bank and Trust - Troup Community Bank and Trust

CITY
CORNELIA
Commerce Cornelia LaGrange Union Springs, AL

APPROVED
03/12/1981

HABERSHAM BANCORP Security State Bank *Habersham Bank

CORNELIA
Canton Clarkesville

12/05/1984

MAIN STREET BANKS, INC. *Main Street Bank

COVINGTON
Covington

11/07/1988

TCB BANCSHARES, INC. *The Commercial Bank

CRAWFORD
Crawford

08/10/1989

FORSYTH BANCSHARES, INC. *The Citizens Bank of Forsyth County

CUMMING
Cumming

10/15/1996

CENTURY SOUTH BANKS, INC. Fannin County Bank, N.A. First Bank of Polk County *Bank of Dahlonega Bank of Danielsville First Community Bank of Dawsonville Gwinnett National Bank The Bank of Ellijay Georgia First Bank Peoples Bank, Lavonia, Georgia First South Bank, N. A. AmeriBank, N.A.

DAHLONEGA
Blue Ridge Copperhill, TN Dahlonega Danielsville Dawsonville Duluth Ellijay Gainesville Lavonia Macon Savannah

04120/1982

FBD HOLDING COMPANY *First Bank of Dalton

DALTON
Dalton

04/17/1995

HARDWICK HOLDING COMPANY First National Bank of Northwest Georgia *Hardwick Bank & Trust Company

DALTON
Calhoun Dalton

09123/1980

SOUTHEASTERN BANKING CORPORATION *Southeastern Bank

DARIEN
Darien

04/14/1981

DAWSON BANCSHARES, INC. *Bank of Dawson

DAWSON
Dawson

09119/1983

NORTH POINT BANCSHARES, INC. *Dawson County Bank

DAWSONVILLE
Dawsonville

12/03/1984

DECATUR FIRST BANK GROUP, INC. *Decatur First Bank

DECATUR
Decatur

03/11/1997

* Lead Bank

-34-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
FNC BANCORP, INC. *First National Bank of Coffee County

CITY
DOUGLAS
Douglas

APPROVED 03/19/1991

THORNTON HOLDING COMPANY, INC. *Douglas County Bank

DOUGLASVILLE
Douglasville

12/17/1981

FARMERS BANCSHARES, INC. *Farmers State Bank The Security State Bank

DUBLIN
Cadwell McRae

07/24/1979

MORRIS STATE BANCSHARES, INC. *The Morris State Bank

DUBLIN
Dublin

OS/24/1989

EMBRY BANKSHARES, INC. *Embry National Bank

DULUTH
Lawrenceville

11/12/1987

CCB FINANCIAL CORPORATION *Central Carolina Bank - Georgia

DURHAM,NC
Columbus

01/22/1992

CITIZENS CORPORATION *Citizens Bank & Trust Company

EASTMAN
Eastman

01/15/1985

JESSUP FAMILY LIMITED PARTNERSHIP MAGNOLIA MIDLANDS BANKSHARES, INC. *Bank of Eastman

EASTMAN
Eastman Eastman

04/17/1990 08/08/1996

PEOPLES BANKSHARES, INCORPORATED *The Peoples Bank

EATONTON
Eatonton

02/17/1984

PUTNAM-GREENE FINANCIAL CORPORATION *Farmers & Merchants Bank First Bank of Coastal Georgia The Farmers Bank

EATONTON
Eatonton Pembroke Union Point

04/03/1987

BOE BANCSHARES, INC. *The Bank of Edison

EDISON
Edison

03/05/1984

MCCONNELL & CO., AND EBERHARDT, INC. JAM FAMILY PRTSHP I, LP, & JAM FAMILY PRTSHP II, LP PINNACLE FINANCIAL CORPORATION *Pinnacle Bank, National Association

ELBERTON ELBERTON ELBERTON
Elberton

12/23/1993 12/23/1993 04/01/1983

MIDDLE GEORGIA CORPORATION *Bank of Ellaville
CBA BANKSHARES, INC. *Citizens Bank of Americus

ELLAVILLE
Ellaville
AMERICUS
Americus

05/08/1981 OS/27/1992

APPALACHIAN BANCSHARES, INC. First National Bank of Union County *Gilmer County Bank

ELLIJAY
Blairsville Ellijay

07/12/1996

* Lead Bank

-35-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
FAIRBANCO HOLDING CO., INC. EMPLOYEE STOCK OWNERSHIP PLAN
FAIRBANCO HOLDING COMPANY, INC. *Fairburn Banking Company

CITY
FAIRBURN FAIRBURN
Fairburn

APPROVED
11/30/1994 06/11/1984

CBC HOLDING COMPANY *Community Banking Company of Fitzgerald

FITZGERALD
Fitzgerald

02/20/1997

COLONY BANKCORP, INC. Ashburn Bank Colony Bank Southeast Bank of Dodge County *The Bank of Fitzgerald Community Bank of Wilcox Bank of Worth

FITZGERALD
Ashburn Broxton Eastman Fitzgerald Pitts Sylvester

04/15/1983

FIRST NATIONAL CORPORATION *First National Bank

FOLKSTON
Folkston

07/17/1995

COUNTRY BANK COMPANY *Monroe County Bank

FORSYTH
Forsyth

02/25/1982

HOGAN INVESTMENTS, INC. HOGAN INVESTMENTS LIMITED LAURENS BANCSHARES, INC. *Bank of Dudley

FORSYTH FORSYTH DUDLEY
Dudley

02/27/1998 02/27/1998 02/27/1998

CATOOSA BANCSHARES, INC. *Capital Bank

FORT OGLETHORPE
Fort Oglethorpe

12/15/1980

GB&T BANCSHARES, INC. *Gainesville Bank & Trust

GAINESVILLE
Gainesville

04/22/1998

LANIER BANKSHARES, INC. *Lanier National Bank

GAINESVILLE
Gainesville

04/18/1989

FIRST CITIZENS BANKSHARES, INC. *First Citizens Bank

GLENNVILLE
Glennville

12/16/1980

CITIZENS FINANCIAL SERVICES, INC. *Citizens Union Bank

GREENSBORO
Greensboro

06/17/1985

MERIWETHER BANK SHARES, INC. *The Greenville Banking Company

GREENVILLE
Greenville

07/18/1996

FNB BANKING COMPANY The First National Bank of Barnesville *First National Bank of Griffin

GRIFFIN
Barnesville Griffin

01/17/1983

* Lead Bank

-36-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
FIRST DATA CORPORATION FIRST FINANCIAL MANAGEMENT CORPORATION CESI HOLDINGS FD MERCHANT SERVICES CORP. *First Financial Bank

CITY
HACKENSACK, NJ ATLANTA ATLANTA SUNRISE, FL Atlanta

APPROVED
10/17/1995 05/31/1989 06/10/1996 12/30/1992

CCB BANCSHARES, INC. *Citizens Community Bank

HAHIRA Hahira

12/15/1982

MGEORGIA BANKSHARES, INC. *SunMark Community Bank

HAWKINSVILLE Hawkinsville

03/23/1987

CHATUGE BANK SHARES, INC. *Bank of Hiawassee

HIAWASSEE Hiawassee

08/23/1995

COASTAL BANKSHARES, INC. *The Coastal Bank

HINESVILLE Hinesville

07/07/1982

LIBERTY SHARES, INC. *The Heritage Bank

HINESVILLE Hinesville

10/24/1984

COMMUNITY TRUST FINANCIAL SERVICES CORPORATION *Community Trust Bank

HIRAM Hiram

02/06/1991

FIRST HOGANSVILLE BANKSHARES, INC. *The Citizens Bank

HOGANSVILLE Hogansville

09/23/1982

FIRST GEORGIA COMMUNITY CORP. *First Georgia Community Bank

JACKSON Jackson

12/03/1996

MCINTOSH BANCSHARES, INC. *McIntosh State Bank

JACKSON Jackson

04/24/1991

CRESCENT BANKING COMPANY *Crescent Bank and Trust Company

JASPER Jasper

04/03/1992

JBC BANCSHARES, INC. *Jasper Banking Company

JASPER Jasper

07/10/1985

WAYNE BANCORP, INC. *Wayne National Bank

JESUP Jesup

06/14/1990

CCF HOLDING COMPANY *Heritage Bank

JONESBORO Jonesboro

05/12/1995

FIRST STERLING BANKS, INC. *The Westside Bank & Trust Company The Eastside Bank & Trust Company

KENNESAW Kennesaw Snellville

07/05/1994

* Lead Bank

-37-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
LAFAYETTE BANKSHARES, INC. *The Bank of LaFayette, Georgia

CITY
LAFAYETTE
LaFayette

APPROVED 01/0311984

FLAG FINANCIAL CORPORATION Empire Banking Company *First Flag Bank Bank of Milan Citizens Bank

LAGRANGE
Homerville LaGrange Milan Vienna

0212311994

FMB BANCSHARES, INC. *Farmers and Merchants Bank The United Banking Company

LAKELAND
Lakeland Nashville

1011111984

FIRST SECURITY BANKSHARES, INC. Bank of Hartwell *Northeast Georgia Bank
GBC BANCORP, INC. *Gwinnett Banking Company

LAVONIA
Hartwell Lavonia
LAWRENCEVILLE
Lawrenceville

11/1511983 0411511997

ROBINSON BANCSHARES, INC. Bank of Lenox

LENOX
Lenox

10119/1998

LINCOLN BANCSHARES, INC. *Farmers State Bank

LINCOLNTON
Lincolnton

12/0311984

PERSONS BANKING COMPANY, INC. *The Peoples Bank The Bank of Perry Spivey State Bank

LITHONIA
Lithonia Perry Swainsboro

08122/1980

THE QUEENSBOROUGH CORPORATION Ogeechee Valley Bank *The First National Bank & Trust Company Bank of Wadley

LOUISVILLE
Millen Tennille Wadley

1111811985

SOUTH GEORGIA BANKSHARES CORP. *Peoples Bank
FIRST LIBERTY FINANCIAL CORPORATION *First Liberty Bank
SNB BANCSHARES, INC. *Security National Bank Crossroads Bank of Georgia
MADISON BANK CORP *Bank of Madison

LYONS
Lyons
MACON
Macon
MACON
Macon Perry
MADISON
Madison

12117/1980 0711611985 0811611994
0711011985

* Lead Bank

-38-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
F AND M HOLDING COMPANY, INC. *F & M Bank and Trust Company

CITY
MANCHESTER
Manchester

APPROVED
12/14/1984

ABS INVESTORS, LLC RIVERSIDE BANCSHARES, INC. *Riverside Bank

MARIETTA MARIETTA
Marietta

0111111996 12/22/1988

SOUTHERN BANCORP, INC. *Southem National Bank

MARIETTA
Marietta

10/06/1998

NATIONAL COMMERCE BANCORPORATION First Community Bank & Trust *National Bank of Commerce

MEMPHIS, TN
Cartersville Memphis, TN

09/2111998

BALDWIN BANCSHARES, INC. *First National Bank of Baldwin County

MILLEDGEVILLE
Milledgeville

02/14/1989

CENTURY BANCORP, INC. *Century Bank and Trust

MILLEDGEVILLE
Milledgeville

02/22/1993

EXCHANGE BANKSHARES, INC. *Exchange Bank

MILLEDGEVILLE
Milledgeville

10/05/1983

THE COLONIAL BANCGROUP, INC. *Colonial Bank

MONTGOMERY, AL

**

Montgomery, AL

MONTICELLO BANCSHARES, INC. *Bank of Monticello

MONTICELLO
Monticello

05/0111996

FMB BANKING CORPORATION Farmers and Merchants Bank

MONTICELLO, FL

**

Monticello, FL

ROYAL BANK OF CANADA RBC HOLDINGS, INC. New Security First Network Bank

MONTREAL, CANADA WILMINGTON, DE
Atlanta

10/06/1998 10/06/1998

ABCBANCORP First National Bank of South Georgia Cairo Banking Company Central Bank & Trust Merchants and Farmers Bank *American Banking Company Heritage Community Bank Bank of Thomas County Citizens Security Bank

MOULTRIE
Albany Cairo Cordele Donalsonville Moultrie Quitman Thomasville Tifton

03/23/1981

SOUTHWEST GEORGIA FINANCIAL CORPORATION *Southwest Georgia Bank

MOULTRIE
Moultrie

11118/1980

* Lead Bank

-39-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
HEART OF GEORGIA BANCSHARES, INC. *Mount Vernon Bank

CITY
MOUNT VERNON
Mount Vernon

APPROVED
09/08/1995

THE NASHVILLE HOLDING COMPANY Adel Banking Company *The Citizens Bank

NASHVILLE
Adel Nashville

05/16/1985

FIRST AMERICAN CORPORATION Pioneer Bank, FSB

NASHVILLE, TN

**

Nashville, TN

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA PRUCO, INC. *The Prudential Bank and Trust Company The Prudential Savings Bank, FSB

NEWARK,NJ
NEWARK,NJ
Atlanta Atlanta

06/27/1983 06/27/1983

BULLSBORO BANCSHARES, INC. *The Bank of Newnan

NEWNAN
Newnan

08/27/1996

FIRST CITIZENS CORPORATION First Citizens Bank of Fayette County *First Citizens Bank First Citizens Bank of Clayton County

NEWNAN
Fayetteville Newnan Riverdale

05/31/1996

CITIGROUP, INC. Universal Bank, National Association

NEWYORK,NY

**

Columbus

FIRST CAPITAL BANCORP, INC. *First Capital Bank

NORCROSS
Norcross

06/28/1993

FIRST SECURITY CORPORATION ESOP 401 (K) PROVISIONS FIRST SECURITY CORPORATION *First Security National Bank

NORCROSS NORCROSS
Norcross

05/12/1997 09/14/1989

PATTERSON BANKSHARES, INC. *The Patterson Bank

PATTERSON
Patterson

01/17/1986

SUM FINANCIAL CORPORATION *The Citizens Exchange Bank

PEARSON
Pearson

11/23/1998

PBC BANCSHARES, INC. *Pelham Banking Company

PELHAM
Pelham

10/25/1990

FIRST PEOPLES BANKSHARES, INC. *First Peoples Bank

PINE MOUNTAIN
Pine Mountain

07/12/1995

INDEPENDENT BANCSHARES, INC. *Independent Bank & Trust Company

POWDER SPRINGS
Powder Springs

07/08/1996

* Lead Bank

** Registered Holding Companies Only -40-

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
QUITMAN BANCORP, INC. *Quitman Federal Savings Bank

CITY
QUITMAN
Quitman

APPROVED 02/25/1998

FIRST CITIZENS BANCSHARES, INC. Atlantic States Bank

RALEIGH,NC

**

Raleigh, NC

TATTNALL BANCSHARES, INC. *The Tattnall Bank

REIDSVILLE
Reidsville

03/03/1986

GEORGIA COMMUNITY BANCORP, INC. Bank of Terrell Commercial State Bank *The Citizens State Bank

REYNOLDS
Dawson Donalsonville Reynolds

10/25/1984

CIRCUIT CITY STORES, INC. *First North American National Bank

RICHMOND, VA
Kennesaw

07/27/1990

GATEWAY BANCSHARES, INC. *Gateway Bank & Trust

RINGGOLD
Ringgold

02/29/1996

NW SERVICES CORPORATION *Northwest Georgia Bank

RINGGOLD
Ringgold

12/14/1983

UB&T FINANCIAL SERVICES CORPORATION *United Bank & Trust Company

ROCKMART
Rockmart

06/22/1998

1ST FLOYD BANKSHARES, INC. *1st Floyd Bank

ROME
Rome

12/10/1996

GREATER ROME BANCSHARES, INC. *Greater Rome Bank

ROME
Rome

03/27/1995

ROSSVILLE BANKSHARES, INC. *Rossville Bank
NORTH FULTON BANCSHARES, INC. *Milton National Bank

ROSSVILLE
Rossville
ROSWELL
Roswell

08/13/1984 08/21/1990

SARDIS BANKSHARES, INC. *Bank of Burke County
THE SAVANNAH BANCORP, INC. Bryan Bank & Trust *The Savannah Bank, National Association
FMCB HOLDINGS, INC. *Farmers and Merchants Community Bank
GEORGIA CENTRAL BANCSHARES, INC. *Georgia Central Bank

SARDIS
Sardis
SAVANNAH
Richmond Hill Savannah
SENOIA
Senoia
SOCIAL CIRCLE
Social Circle

11105/1986 07/09/1990
02/23/1998 09/06/1984

* Lead Bank

-41-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
SOPERTON NAVAL STORES, INC. SOPERTON BANCSHARES, INC. *The Bank of Soperton

CITY
SOPERTON SOPERTON
Soperton

APPROVED
07/01/1992 08/26/1988

CITIZENS EFFINGHAM BANCSHARES, INC. *Citizens Bank of Effingham

SPRINGFIELD
Springfield

11/10/1997

GOLDEN ISLES FINANCIAL HOLDINGS, INC. *The First Bank of Brunswick

ST SIMONS ISLAND
Brunswick

05/05/1989

FIRST NATIONAL BANC, INC. *First National Bank

ST. MARYS
St. Marys

07/17/1996

GENERAL ELECTRIC COMPANY Monogram Credit Card Bank of Georgia

STAMFORD, CT

**

Atlanta

FIRST BANKING COMPANY OF SOUTHEAST GEORGIA Metter Banking Company First National Bank of Effingham *First Bulloch Bank & Trust Company

STATESBORO
Metter Springfield Statesboro

02/08/1982

HENRY COUNTY BANCSHARES, INC. *The First State Bank

STOCKBRIDGE
Stockbridge

03/07/1983

QUANTUM CAPITAL CORPORATION *Quantum National Bank

SUWANEE
Suwanee

12/18/1995

SWAINSBORO BANKSHARES, INC. *The Citizens Bank of Swainsboro

SWAINSBORO
Swainsboro

OS/27/1992

SCREVEN BANCSHARES, INC. *Farmers and Merchants Bank

SYLVANIA
Sylvania

10/15/1990

FIRST BANK HOLDING COMPANY *Sylvester Banking Company

SYLVESTER
Sylvester

08/22/1983

UPSON BANKSHARES, INC. *Bank of Upson

THOMASTON
Thomaston

10/23/1996

WCG BANCSHARES, INC. *West Central Georgia Bank

THOMASTON
Thomaston

12/10/1982

THOMASVILLE BANCSHARES, INC. *Thomasville National Bank

THOMASVILLE
Thomasville

08/22/1995

GEORGIA-CAROLINA BANCSHARES, INC. *First Bank of Georgia

THOMSON
Thomson

05/06/1997

TAG BANCSHARES, INC. *Citizens Bank & Trust

TRENTON
Trenton

06/28/1991

* Lead Bank

-42-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
TRI-STATES BANKSHARES, INC. *Bank of Dade

CITY
TRENTON
Trenton

APPROVED
04/27/1982

SUMMERVILLEfTRION BANCSHARES, INC. *First National Bank of Chattooga County
ADAIRSVILLE BANCSHARES, INC. *Bank of Adairsville

TRION
Summerville
ADAIRSVILLE
Adairsville

02/14/1986 11/02/1987

EAGLE BANCSHARES, INC. *Tucker Federal Bank

TUCKER
Tucker

01/24/1986

GEORGIA BANCSHARES, INC. *Community Bank of Georgia

TUCKER
Tucker

06/22/1995

MERIT HOLDING CORPORATION Charter Bank and Trust Co. *Mountain National Bank

TUCKER
Marietta Tucker

04/24/1991

DURDEN BANKSHARES, INC. *Durden Banking Company, Incorporated

TWIN CITY
Twin City

02/07/1996

ALTAMAHA BANCSHARES, INC. *Altamaha Bank and Trust Company

UVALDA
Uvalda

11/03/1980

PAB BANKSHARES, INC. Farmers & Merchants Bank First Community Bank of Southwest Georgia Eagle Bank and Trust *The Park Avenue Bank

VALDOSTA
Adel Bainbridge Statesboro Valdosta

08/02/1982

THE LANGDALE COMPANY LANGDALE INDUSTRIES, INC. LOWNDES BANCSHARES, INC. *Commercial Banking Company

VALDOSTA VALDOSTA HAHIRA
Hahira

10/19/1995 10/19/1995 09/16/1985

VB&T BANCSHARES CORP. *Valdosta Bank and Trust

VALDOSTA
Valdosta

11/29/1990

DBT HOLDING COMPANY *Darby Bank & Trust Co.

VIDALIA
Vidalia

01/26/1990

VIDALIA BANKSHARES, INC. *First Community Bank of Vidalia

VIDALIA
Vidalia

OS/27/1992

DOOLY BANCSHARES, INC. *Bank of Dooly

VIENNA
Vienna

04/03/1985

CB FINANCIAL CORP. *Citizens Bank

WARRENTON
Warrenton

01/09/1986

* Lead Bank

-43-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

FINANCIAL HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
WASHINGTONIWILKES HOLDING COMPANY *Farmers and Merchants Bank

CITY
WASHINGTON Washington

APPROVED 03/20/1986

JONES BANCSHARES, L.P. PRIMESOUTH BANCSHARES, INC. *The Blackshear Bank

WAYCROSS BLACKSHEAR Blackshear

10/29/1993 12/18/1990

WB&T BANKSHARES, INC. *Waycross Bank & Trust

WAYCROSS Waycross

11/22/1989

FIRST BURKE BANKING COMPANY *First National Bank of Waynesboro

WAYNESBORO Waynesboro

02/26/1986

FIRST BANKSHARES OF WEST POINT, INC. First National Bank of West Point

WESTPOINT West Point

07/13/1983

ATKINSON COUNTY BANKSHARES CORPORATION *The Peoples Bank

WILLACOOCHEE Willacoochee

09/18/1980

PEOPLES HOLDING COMPANY *The Peoples Bank

WINDER Winder

11/17/1983

BB&T CORPORATION *BB&T Bankcard Corporation

WINSTON-SALEM, NC Columbus

OS/26/1998

WACHOVIA CORPORATION *Wachovia Bank, National Association

WINSTON-SALEM, NC

**

Winston-Salem, NC

WOODBURY BANCSHARES, INC. *The Woodbury Banking Company

WOODBURY Woodbury

12/08/1983

TSB BANCORP, INC. *Talbot State Bank

WOODLAND Woodland

05/02/1988

FIRST CHEROKEE BANCSHARES, INC. *First National Bank of Cherokee

WOODSTOCK Woodstock

12/20/1988

CSRA BANK CORP. *First State Bank

WRENS Wrens

05/14/1990

WRIGHTSVILLE BANCSHARES, INC. Knight State Bank *Bank of Wrightsville

WRIGHTSVILLE Dexter Wrightsville

11/03/1986

* Lead Bank

-44-

** Registered Holding Companies Only

Georgia Department of Banking and Finance

REPORTS OF CONDITION OF STATE-CHARTERED CREDIT UNIONS FOR CALENDAR YEARS ENDING DECEMBER 31, 1998 AND DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS)

ASSETS
Cash Total Investments (Book Value) Total Loans
Less: Allowance for Loan Losses Net Loans Land & Buildings Other Fixed Assets Total Fixed Assets Other Real Estate Owned Other Assets Total Assets Corporate Credit Union TOTAL (with Corporate Credit Union)

12-31-98
58,678 2,088,005 2,130,805
(15,448) 2,115,357
11,415 9,377 20,792
120 105.398 4,388,350 822,183 5.210.533

12-31-97
54,807 2,020,552 1,863,889
(17,623) 1,846,266
10,271 9,696 19,967
314 32,371 3,974,278 741,840 4.716.118

LIABILITIES Total Shares and Deposits Total Borrowings Other Notes Accrued Interest Payable on Deposits and
Accrued Dividends Payable on Shares
Accounts Payable and Other Liabilities Total Liabilities

3,818,884 0 0
2,345 16,840 19,185

3,457,793 110 0
2,730 14,378 17,218

EQUITY Unrealized Gain(Loss)on Available for Sale Securities Regular Reserves Other Reserves Undivided Earnings Total Equity Total Liabilities, Shares and Equity Corporate Credit Union TOTAL (with Corporate Credit Union)

2,148 134,191
9,608 404.334 550,281 4,388,350 822,183 5.210.533

856 121,235
5,263 371,913 499,267 3,974,278 741,840 4.716.118

Number of Credit Unions at Year-end

83

86

- 45 -

Georgia Department of Banking and Finance

COMPARATIVE STATEMENT OF EARNINGS AND EXPENSES OF STATE-CHARTERED CREDIT UNIONS IN GEORGIA
FOR CALENDAR YEARS ENDING DECEMBER 31, 1998 AND DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS)

OPERATING INCOME
Interest on Loans Income from Investments (Excluding
Gain or Loss on Trading Securities) Income (Loss) from Trading Securities Other Operating Income
Total Gross Income

12-31-98 176,198
116,009 0
26,759
318,966

12-31-97 158,946
113,127 0
24,952
297,025

OPERATING EXPENSES
Employee Compensation and Benefits Office Expense Educational and Promotional Expenses Loan Servicing Expense Professional and Outside Services Provision for Loan Losses Miscellaneous Operating Expenses Total Operating Expenses
Income (Loss)from Operations
Gain (Loss) on Investments Gain (Loss) on Disposition of Assets Other Non-Operating Income (Expenses) Income (Loss) Before Costs of Funds
Interest on Borrowed Money Dividends on Shares Interest on Deposits

47,627 27,473
1,892 3,956 6,778 5,294 7,469 100,489
218,477
(1) (13)
9 218,472
6 131,686 36,964

44,789 26,083
2,172 3,557 4,471 5,087 6,349 92,508
204,517
12 320 _ _0 204,849
6 123,992 32,091

Net Income (Loss) after Cost of Funds Net Reserve Transfer Net Income (Loss) After Net Reserve Transfers Additional Transfers to Reserve Accounts
Adjusted Net Income (Loss)

49,816 6,156
43,660 7.234
36.426

48,760 6,913
41,847 2,761
39,086

NOTE: Figures above exclude the Corporate Credit Union's Adjusted Net Income -46-

CITY
ALBANY ALPHARETTA ATHENS ATHENS ATHENS ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA ATLANTA AUGUSTA AUGUSTA AUGUSTA BAINBRIDGE BALDWIN COLUMBUS COOSA CORDELE CORNELIA CORNELIA DECATUR DOUGLAS DRYBRANCH DULUTH EASTPOINT EASTPOINT ELLENWOOD FT MCPHERSON GLYNCO GORDON HAPEVILLE

Georgia Department of Banking and Finance

STATE CHARTERED CREDIT UNIONS

COUNTY
Dougherty Fulton Clarke Clarke Clarke DeKalb Fulton Fulton Fulton Cobb Fulton Fulton Fulton Fulton Fulton Fulton Fulton Fulton Fulton DeKalb Fulton Fulton Fulton Fulton DeKalb Fulton Fulton Fulton Fulton Richmond Richmond Richmond Decatur Banks Muscogee Floyd Crisp Habersham Habersham DeKalb Coffee Twiggs Gwinnett Fulton Fulton Clayton Fulton Glynn Wilkinson Fulton

NAME OF CREDIT UNION
Albany Federal Employees Credit Union H M B Employees Credit Union Dairy-Pak Athens Credit Union Educators' Credit Union Georgia Power Northeast Credit Union Associated & Federal Employees Credit Union Atlanta City Employees Credit Union Atlanta Postal Credit Union Atlantic Steel Credit Union Chevron Southern Credit Union Cleaners Credit Union CONSTAR Credit Union Delta Employees Credit Union Georgia Department of Public Safety Credit Union Georgia DOT Credit Union Georgia Guard Credit Union The Georgia State Dept. of Education Credit Union Georgia Telco Credit Union GPC Credit Association GTA Credit Union Hospital Authority Credit Union Human Services Employees' Credit Union IBEW Local 613 Credit Union Mead Employees Credit Union Mutual Savings Credit Union Pinnacle Credit Union Rich's Employees Credit Union State Employees' Credit Union The Thrift Credit Union Health Center Credit Union King Mill Savings & Credit Association Richmond Co.Health Dept. Employees Credit Union Three Rivers Credit Union Fieldale Credit Union Tom's Credit Association Rome Kraft Employees Credit Union Harris Employees Credit Union Ethicon Credit Union Statco Credit Union Decatur Postal Employees Credit Union CRMC Employees Credit Union Dry Branch Credit Union Georgia Central Credit Union East Point Municipal Employees Credit Union Fulton Teachers Credit Union American Heritage Credit Union Ft. McPherson Credit Union Glynn County Federal Employees Credit Union White Gold Credit Union Hapeville Auto Employees Credit Union

- 47 -

TOTAL **ASSETS
12,216,363 11,176,144
391,381 652,287 9,401,935 502,846,830 22,817,714 966,915,146 12,172,126 2,806,234 4,281,371 1,207,399 1,358,927,756 6,283,817 22,706,167 670,694 7,121,546 667,495,435 24,164,602 7,428,774 14,164,311 14,285,043 2,858,572 5,782,976 38,057,938 53,261,162 27,470,171 83,857,787 14,768,867 21,800,615 8,527,589 393,449 4,960,721 6,499,472 7,440,539 12,382,140 949,866 5,951,413 1,974,109 9,579,548 1,002,553 2,239,272 822,183,054 1,145,492 29,700,463 15,844,083 13,430,292 11,614,590 2,070,383 14,029,005

Georgia Department of Banking and Finance

STATE CHARTERED CREDIT UNIONS

CITY
HAZLEHURST JONESBORO LAFAYETTE MACON MACON MACON MACON MACON MACON MACON MARIETTA MARIETTA MCINTYRE MILLEDGEVILLE MILLEDGEVILLE MONTEZUMA NASHVILLE NORCROSS ROME ROME SAVANNAH SAVANNAH SAVANNAH SAVANNAH SAVANNAH ST. SIMONS ISLAND STATESBORO THOMASVILLE TOCCOA TOCCOA VALDOSTA VALDOSTA WARNER ROBINS

COUNTY
Jeff Davis Clayton Walker Bibb Bibb Bibb Bibb Bibb Bibb Bibb Cobb Cobb Wilkinson Baldwin Baldwin Macon Berrien Gwinnett Floyd Floyd Chatham Chatham Chatham Chatham Chatham Glynn Bulloch Thomas Stephens Stephens Lowndes Lowndes Houston

NAME OF CREDIT UNION
Jeff Davis Credit Union Tara Credit Union Roper Corporation Employees Credit Union Central Georgia Regional Credit Union City Employees' Credit Union Macon Firemen's Credit Union Macon Police Credit Union Macon Water Works Credit Union RIG Employees Credit Union Smith and Sons Employees Credit Union C-MAR Credit Union WellStar Credit Union Engelhard Employees' Credit Union Central State Hospital Credit Union Oconee Credit Union Southern Frozen Foods Employees Credit Union Nashville Credit Union Genuine Parts Credit Union Floyd County Postal Employees Credit Union Northwest Georgia Credit Union The G. P. A. Credit Union Health Employees Chatham County Credit Union Savannah Federal Credit Union Savannah Postal Credit Union Workmen's Circle Credit Union Sea Island Employees Credit Union CORE Credit Union Flowers Employees Credit League North Georgia Credit Union The Wright Credit Union Southern Pine Credit Union Valdosta Educators Credit Union Combined Employees Credit Union

TOTAL **ASSETS
6,818,559 29,656,311
974,746 10,936,350 2,862,389
1,569,185 656,712 410,843
6,707,704 574,335
32,346,755 13,717,171
672,817 8,391,382 1,877,985
390,512 7,306,321 4,709,109 1,474,005 40,533,836 5,744,941 3,377,139 8,562,872 11,484,648 8,128,565 15,826,004 18,676,982 17,910,641 12,322,175 6,393,799 28,914,871 5,381,963 5,311,750

- 48-

Georgia Department of Banking and Finance
SALE OF CHECKS OR MONEY ORDER CORPORATIONS

NAME OF LICENSEE
American Express Travel Related Services Company, Inc. Citicorp & Citicorp Service, Inc. Comdata Network, Inc. Fidelity Express Money Order Company Financial Express Money Order (FFP) Global Express Money Orders, Inc. Integrated Payment Systems, Inc. Interpayment Services Limited Mid-America Money Order Company MoneyGram Payment Systems, Inc. National Bonded Money Order North American Money Order Company, Inc. Ruesch International, Inc. Societe Francaise du Cheque de Voyage Thomas Cook Australia Thomas Cook Currency Services, Inc. Thomas Cook, Inc. Thomas Cook Travelers Cheques, Ltd. Travelers Express Company, Inc. Travellers Cheque Associates, Ltd. U.S. Express Money Order Western Union Financial Services, Inc.

U.S. LOCATION
NewYork,NY Chicago,IL Brentwood, TN Sulphur Springs, TX Fort Worth, TX Silver Spring, MD Englewood, CO New York, NY Louisville, KY Lakewood, CO Alexandria, LA Atlanta, GA New York, NY NewYork,NY Princeton, NJ New York, NY Minneapolis, MN Princeton, NJ Minneapolis, MN New York, NY Stone Mountain, GA Paramus, NJ

NO. OF GEORGIA
AGENTS 421 309 355 71 67 386
1,318 132 30 395 113 755 1 11 1 98 14 1
1,997 15 140
838

NOTE:
All State and National Banks, Federal Savings and Loan Associations, Federal Savings Banks, and State and Federal Credit Unions conducting a lawful banking business in Georgia may sell checks without obtaining a special license. A listing of State and National Banks and State Credit Unions is included herein. A listing of Federal Savings and Loan Associations, Federal Savings Banks, and Federal Credit Unions may be obtained from the appropriate Federal Regulator.

- 49-

Georgia Department of Banking and Finance

1998 MORTGAGE DIVISION SUMMARY OF ACTIVITIES
At the end of 1997, there were 2,135 licensees/registrants. During 1998, 826 new applications were received plus 67 applications for reinstatement of withdrawn, revoked, or expired licenses for a total of 893 applications. In 1998, 796 new applications were approved, 27 were denied, and 16 applications were withdrawn. There were 56 reinstatements of either revoked, expired, withdrawn, or suspended licenses. A total of 357 licenses either expired, were withdrawn or were revoked during the year. One license remained in suspended status at the end of the year. As of December 31, 1998, there were 2,630 active licensees/registrants.
During 1998 the Division received 35,595 industry-related calls, which included 7,443 consumer inquiries. A total of 418 oral consumer complaints and 589 written complaints were received by the Division during the year. The Division of Legal and Consumer Affairs has the responsibility for handling legal inquiries and consumer complaints.

GEOGRAPHIC DISTRIBUTION OF LICENSEES/REGISTRANTS

TYPE
BROKER LENDER REGISTRANTS TOTAL

NORTH GEORGIA
1,310 208 30
1,548

SOUTH GEORGIA
281 36 3
320

OUTSIDE GEORGIA
179 492
91 762

TOTAL 1,770 736 124 2,630

PERCENT OF TOTAL
67% 28% 5% 100%

The Division levied fines on 86 licensees/registrants for failure to submit the written 1997 Annual Report by the due date of April 1, 1998. Mortgage Division examiners conducted 522 examinations and 34 visitations of licensees.
In 1998, there were 117 Cease and Desist Orders issued to both licensed and unlicensed persons or companies. Also, 29 subpoenas were issued for production of testimony or records. One public hearing was held at the Office of Administrative Hearings.
A complete list of mortgage licensees and registrants is available from the Department for a fee, or from our web site: http://www.state.ga.us/dbf/institutions.html.

-50-

Georgia Department of Banking and Finance

INTERNATIONAL BANK AGENCIES

NAME AND ADDRESS
ABN AMRO Bank N. V. Suite 1200 One Ravinia Drive Atlanta, Georgia 30346-2103

FOREIGN LOCATION
Amsterdam, The Netherlands

AGENT, TELEPHONE DATE PERMIT ISSUED
W. Patrick Fischer Senior Vice President 770-396-0066 June 24, 1977

The Bank of Nova Scotia Suite 2700 600 Peachtree Street, NE Atlanta, GA 30308

Toronto, Ontario, Canada

Meredith Smith Vice President 404-877-1500 May 27,1977

The Bank of Tokyo-Mitsubishi, Ltd Georgia-Pacific Center, Suite 4970 133 Peachtree Street, NE Atlanta, GA 30309-1808

Tokyo, Japan

Kanji Morito Deputy General Manager 404-577-2960 April 1, 1996

Canadian Imperial Bank of Commerce
2727 Paces Ferry Road, Suite 1200 Atlanta, Georgia 30339-3151

Toronto, Ontario, Canada

William J. Maron Director 770-319-4950 April 05, 1978

Commerzbank Aktiengesellschaft Promenade Two 1230 Peachtree Street, NE, Suite 3500 Atlanta, Georgia 30309-3200

Frankfurt, West Germany

Harry P. Yergey Sf. Vice President 404-888-6500 October 31, 1978

Credit Lyonnais Suite 4400 303 Peachtree Street, NE Atlanta, Georgia 30308

Paris, France

David M. Cawrse First Vice President 404-524-3700 November 06, 1980

DG BankDeutsche Genossenschaftsbank Suite 2900, One Peachtree Center 303 Peachtree Street, NE Atlanta, Georgia 30308

Frankfurt, Germany

John W. Somers Senior Vice President 404-524-3966 May31,1989

The Fuji Bank, Limited Marquis One Tower, Suite 2100 245 Peachtree Center Ave., NE Atlanta, Georgia 30303-1208

Tokyo, Japan

Terumasa Yamasaki Executive Vice President 404-653-2100 December 09,1987

The Industrial Bank of Japan, Limited One Ninety One Peachtree Tower 191 Peachtree Street, NE Suite 3600 Atlanta, Georgia 30303-1757

Tokyo, Japan

Kazuo Iida General Manager 404-524-8770 September 25, 1990

GEORGIA ASSETS 1,441
6,475,289 481,428
*
1,112,946 564,664
*
-0417,261

* Agencies with no assets shown operate as Representative Offices only - 51 -

Georgia Assets are as of December 31, 1998 (Amounts are in Thousands)

NAME AND ADDRESS KBC Bank N.V. Two Midtown Plaza, Suite 1750 1349 West Peachtree Street Atlanta, Georgia 30309
National Bank of Canada Suite 800 200 Galleria Parkway, NW Atlanta, Georgia 30339-5945
The Sumitomo Bank, Limited Suite 4420 303 Peachtree Street, NE Atlanta, Georgia 30308
The Tokai Bank, Limited 285 Peachtree Center Ave., NE Marquis Two Tower Suite 2802 Atlanta, Georgia 30303-1229
TOTAL ASSETS

Georgia Department of Banking and Finance

INTERNATIONAL BANK AGENCIES

FOREIGN LOCATION Brussels, Belgium

AGENT, TELEPHONE DATE PERMIT ISSUED
Michael Sawichi Vice President 404-876-2556 March 20, 1980

Montreal, Quebec, Canada

Jim Hannon Vice President 770-980-0588 April 10, 1985

Osaka, Japan

Gary Franke Vice President 404-526-8500 March 04, 1987

Nagoya, Japan

Nobuo Minamikawa General Manager 404-880-4634 October 10, 1989

GEORGIA ASSETS
*
*
*
*
9,053,029

INTERNATIONAL BANK FACILITIES

NAME AND ADDRESS

AGENT, TELEPHONE, DATE PERMIT ISSUED

AmTrade International Bank of Georgia The Candler Building, Suite 1500 127 Peachtree Street Atlanta, Georgia 30303

Heberto Espinosa President/CEO (404) 330-7277 March 19, 1993

SunTrust Bank, Atlanta International Division 1 Park Place Atlanta, Georgia

Robert Hinton Group Vice President (404) 827-6348 February 2, 1982

* Agencies with no assets shown operate as Representative Offices only - 52-

Georgia Assets are as of December 31, 1998 (Amounts are in Thousands)

Georgia Department of Banking and Finance

OUT OF STATE REPRESENTATIVE OFFICES

Registrant
Bank of Commerce San Diego, CA The Bank of New York Company, Inc. New York, NY BankAmerica Corporation San Francisco, CA BankBoston, N.A. Boston, MA Bankers Trust Corporation New York, NY
Beneficial Corporation Peapack, NJ
CB&T Holding Company New Orleans, LA Central Carolina Bank & Trust Co. Durham, NC The Chase Manhattan Corporation New York, NY Citicorp Services, Inc. New York, NY
Compass Bank Birmingham, AL

Corporation Doing Business in Georgia
Commerce Loan Company Atlanta
BNY Business Center, Inc. Atlanta
BA Securities, Inc. Atlanta
BankBoston N.A. Atlanta
Alex. Brown Insurance Agency, Inc. Atlanta BT Alex. Brown, Incorporated Atlanta
Beneficial Mortgage Co. of Georgia Albany, Alpharetta, Athens, Augusta, College Park, Columbus, Conyers, Decatur, Kennesaw, Macon, Morrow, Norcross, Riverdale, Rome, Roswell, Savannah, Smyrna, Stone Mountain, Tucker, Valdosta
Cresent Bank & Trust (Louisiana) Savannah
Central Carolina Bank & Trust Co. Alpharetta
Chase Financial Corporation of Georgia Atlanta, Lilburn, Norcross, Rome,
Citicorp North America, Inc. Atlanta Citicorp Diners Club Inc. Atlanta Citicorp Mortgage, Inc. Atlanta Citicorp Bankers Leasing Corporation Atlanta Citicorp Securities, Inc. Atlanta Citicorp Services, Inc. Atlanta Citicorp Leasing, Inc. Atlanta
Compass National Corporation Atlanta

- 53 -

Georgia Department of Banking and Finance

OUT OF STATE REPRESENTATIVE OFFICES

Registrant
Financial Fedcorp, Inc. Memphis, TN Fleet Financial Group, Inc. Boston, MA
Freemont Investment & Loan Anaheim, CA Gulf Coast Bank & Trust Company New Orleans, LA Harris Trust & Savings Bank Chicago,IL IBJ Whitehall Bank & Trust Company New York, NY J.C. Bradford Trust Company Nashville, TN J.C. Penny Company, Inc. Dallas, TX LaSalle National Bank Chicago,IL MBNA Corporation Wilmington, DE Mellon Bank Corporation Pittsburgh, PA
Merrill Lynch & Company New York, NY

Corporation Doing Business in Georgia
Financial Federal Savings Bank Atlanta
Fleet Capital Corporation Atlanta, Marietta
Fleet Bank, N. A. Atlanta
Freemont Investment & Loan Atlanta
Gulf Coast Bank & Trust Company Morrow
Harris Processing Corporation Atlanta
IBJ Whitehall Business Credit Corporation Atlanta
J.C. Bradford & Co. Athens, Atlanta,
J.C. Penny Company, Inc. - South Region Atlanta
LaSalle National Bank Atlanta
MBNA Marketing Systems, Inc. Atlanta
AFCO Credit Corporation Atlanta Dreyfus Service Center Atlanta Mellon Financial Services Corporation #1 Atlanta, Marietta Mellon Leasing Corporation Suwanee
Merrill Lynch Credit Corporation Atlanta Merrill Lynch, Pierce, Fenner & Smith, Inc. Albany, Athens, Atlanta, Augusta, Brunswick, Columbus, Cumming, Gainesville, Macon, Marietta, Peachtree City, Savannah, Statesboro, Valdosta

- 54-

Georgia Department of Banking and Finance

OUT OF STATE REPRESENTATIVE OFFICES

Registrant
National Bank of Commerce Memphis, TN
National City Bank of Pennsylvania Pittsburgh, PA
New South Bancshares, Inc. Birmingham, AL
The Provident Bank Cincinnati, OH
Regions Financial Holdings Birmingham, AL
SierraWest Bank Corporation Truckee, CA
Silicon Valley Bank Santa Clara, CA
Smith Barney Private Trust Company of Florida
Southern Pacific Bank Los Angeles, CA
Standard Federal Bank Troy, MI
State Street Bank and Trust Company Boston, MA
SunTrust Bank, Chattanooga, N.A. Chattanooga, TN
Surety Bank, N.A. Hurst, TX
Area Bancshares, Inc. Owensboro, KY
Western Interstate Bancorp Tustin, CA
Westminster Development Bank Providence, RI

Corporation Doing Business in Georgia
National Bank of Commerce Atlanta
The Loan Zone Tucker
New South Federal Savings Bank Atlanta, Columbus, Duluth, Savannah, Tucker
The Provident Bank Alpharetta, Dunwoody, Marietta
America's Loan Source, Inc. Alpharetta Regions Mortgage, Inc. Alpharetta
SierraWest Bank, SBA Lending Division Atlanta
Silicon Valley East Atlanta
Smith Barney Private Trust Company of Florida Albany, Athens, Atlanta, Augusta, Columbus, West Palm Beach, FL LaGrange, Macon, Savannah, Valdosta
Southern Pacific Bank Atlanta, Marietta
InterFirst Marietta
State Street Bank and Trust Company Atlanta
SunTrust of Chattanooga Mortgage Corporation Dalton, Fort Oglethorpe
Surety Premium Finance Norcross
Vine Street Financial, Inc. Atlanta
First Plus Bank Alpharetta
Westminster Development Bank Atlanta

- 55 -

Georgia Department of Banking and Finance

Registrant

OUT OF STATE REPRESENTATIVE OFFICES Corporation Doing Business in Georgia

Zions First National Bank Salt Lake City, UT

Zions Small Business Finance Atlanta

OUT OF STATE TRUST REPRESENTATIVE OFFICES

Registrant
Bessemer Trust Company N.A. New York, NY
Capital Guardian Trust Company Los Angeles, CA
Colonial Trust Company Phoenix, AZ
Exeter Trust Company Portsmith, NH
LTCB Trust Company New York, NY
Merrill Lynch Group, Inc. New York, NY

Corporation Doing Business in Georgia
Bessemer Trust Company, N.A. Atlanta
Capital Guardian Trust Company Atlanta
Colonial Trust Company Alpharetta
Manning & Napier Advisors, Inc. Atlanta
LTCB Trust Company Atlanta
Merrill Lynch Trust Company Atlanta

- 56-

Georgia Department of Banking and Finance

IN-STATE REPRESENTATIVE OFFICES

Registrant
Bank of Lenox Lenox
Bank of Terrell Dawson
Cohutta Banking Company Chatsworth
Colony Bancorp, Inc. Fitzgerald
Columbus Bank & Trust Company Columbus
Community Trust Financial Services Hiram
Crescent Bank and Trust Company Jasper
First Colony Bank Alpharetta
The First National Bank of Barnesville Barnesville
First State Bank & Trust Co. (merged with Regions Bank, Birmingham, AL) Albany
Habersham Bank Cornelia
HomeTown Bank of Villa Rica Villa Rica
Premier Bancshares, Inc. Atlanta
Security National Bank Macon

Doing Business in Georgia
Bank of Lenox - Mortgage Loan Office Moultrie
Bank of Terrell Leesburg
Cohutta Banking Company Dalton
Colony Bank an office of Ashburn Bank Cordele
Columbus Bank & Trust Company SBA Lending Stone Mountain
Community Trust Bank Kennesaw
Crescent Mortgage Atlanta Crescent Bank and Trust Company Cartersville
Action Finance, Inc. Griffin
First National Bank Loan Services Division Zebulon
Southeastern Mortgage Kingsland
The Advantage Group Warrenton
HomeTown Bank of Paulding County Dallas
Premier Lending Corporation Snellville
Security National Bank Warner Robins

- 57 -

Georgia Department of Banking and Finance
INTERNATIONAL REPRESENTATIVE OFFICES

Parent
Bank Austria Austria
Cooperative Centrale Raiffeisen-Boerenleenbank B.A. The Netherlands
The Industrial Bank of Japan, Limited Japan
The Long-Term Credit Bank of Japan, Ltd Japan
Paribas Paris
Tour Societe Generale France

Corporation Doing Business in Georgia
Bank Austria, AG Atlanta
Rabobank Nederland Atlanta
The Industrial Bank of Japan Trust Co Atlanta
The Long-Term Credit Bank of Japan, Ltd. Atlanta
Paribas Atlanta
Societe Generale Atlanta

- 58 -

Georgia Department of Banking and Finance

STATE AND NATIONAL BRANCH BANKS

NAME & LOCATION OF PARENT BANK
Montgomery County Bank Ailey, Montgomery County

BRANCH BANK COUNTIES Toombs*

First National Bank of South Georgia Albany, Dougherty County

Lee*

Security Bank and Trust Company of Albany Albany, Dougherty County

Miller, Lee*

The First National Bank of Alma Alma, Bacon County

Appling*

Bank of North Georgia Alpharetta, Fulton County

Cherokee, Pickens

First Colony Bank Alpharetta, Fulton County

Forsyth*, Bibb*

Citizens Bank of Americus Americus, Sumter County

Webster

Ashburn Bank Ashburn, Turner County

Lee*

Community National Bank Ashburn, Turner County

Crisp*

Athens First Bank & Trust Company Athens, Clarke County

Franklin, Hart, Jackson, Oconee, Walton

First American Bank and Trust Company Athens, Clarke County

Oconee*

SunTrust Bank, Northeast Georgia, N.A. Athens, Clarke County

Fannin, Forsyth, Habersham, Hall, Morgan, Oconee*,White

Citizens Trust Bank Atlanta, Fulton County

DeKalb

Embry National Bank Atlanta, DeKalb County

Fulton, Gwinnett

First Security National Bank Atlanta, Fulton County

Gwinnett

Premier Bank Atlanta, Fulton County

Barrow, Cobb*,DeKalb, Forsyth, Gwinnett*,Hall

The Summit National Bank Atlanta, DeKalb County

Cobb, Fulton, Gwinnett*

SunTrust Bank, Atlanta Atlanta, Fulton County

Cayman Islands, Cherokee, Clayton, Cobb, DeKalb, Douglas, Fayette*,Gwinnett, Henry, Rockdale

The Blackshear Bank Blackshear, Pierce County

Ware*

* Denotes de novo branch bank approved ** Thirty mile move of main office

-59-

Information presented as of December 31, 1998

Georgia Department of Banking and Finance

STATE AND NATIONAL BRANCH BANKS

NAME & LOCATION OF PARENT BANK
Peoples Bank Blackshear, Pierce County

BRANCH BANK COUNTIES Ware

Bank of Early Blakely, Early County

Terrell*

United Community Bank Blairsville, Union County

Lumpkin*, Habersham*

Peoples Bank of Fannin Co. Blue Ridge, Fannin County

Gilmer*

The Coastal Bank of Georgia Brunswick, Glynn County

Camden

SunTrust Bank, Southeast Georgia, N.A. Brunswick, Glynn County

Appling, Ware, Wayne

Cairo Banking Company Cairo, Grady County

Thomas

First National Bank of Northwest Georgia Calhoun, Gordon County

Bartow

Etowah Bank Canton, Cherokee County

Cobb, Douglas*, Fulton, Paulding

First Bank and Trust Carnesville, Franklin County

Hart*

Citizens Bank and Trust of West Georgia Carrollton, Carroll County

Haralson

Community First Bank Carrollton, Carroll County

Coweta,Douglas,Fayette*,Haralson, Heard, Henry, Paulding

Cohutta Banking Company Chatsworth, Murray County

Walker

First National Bank of Chatsworth Chatsworth, Murray County

Whitfield*

Habersham Bank Clarkesville, Habersham County

White*

State Bank of Cochran Cochran, Bleckley County

Johnson*

Peoples Community Bank Colquitt, Miller County

Dougherty*, Sumter*

Columbus Bank and Trust Company Columbus, Muscogee County

Chattahoochee, Macon, Marion, Meriwether

SunTrust Bank, West Georgia, N.A. Columbus, Muscogee County

Troup

* Denotes de novo branch bank approved ** Thirty mile move of main office

-60-

Information presented as of December 31, 1998

Georgia Department of Banking and Finance

STATE AND NATIONAL BRANCH BANKS

NAME & LOCATION OF PARENT BANK
The First National Bank of Commerce Commerce, Jackson County

BRANCH BANK COUNTIES Oglethorpe, Gwinnett*

Community Bank & Trust - Habersham Cornelia, Habersham County

Hall*, White*

First Newton Bank Covington, Newton County

Rockdale*, Henry*

Main Street Bank Covington, Newton County

Barrow, Gwinnett*, Rockdale, Walton

The Commercial Bank Crawford, Oglethorpe County

Clarke*

Southeastern Bank Darien, McIntosh County

Brantley, Camden, Charlton, Coffee, Jeff Davis

Commercial State Bank Donalsonville, Seminole County

Early*

Bank of Eastman Eastman, Dodge County

Jones*

Pinnacle Bank, N.A. Elberton, Elbert County

Hart*

SunTrust Bank, Augusta, N.A. Evans, Columbia County

McDuffie, Richmond**

First Citizens Bank Glennville, Tattnall County

Liberty*

First National Bank of Griffin Griffin, Spalding County

Henry*

Citizens Community Bank Hahira, Lowndes County

Brooks

SunMark Community Bank Hawkinsville, Pulaski County

Houston*

Bank of Hiawassee Hiawassee, Towns County

Union*

The Coastal Bank Hinesville, Liberty County

Chatham

The Heritage Bank Hinesville, Liberty County

Wayne*, Long*

Community Trust Bank Hiram, Paulding County

Cobb*

McIntosh State Bank Jackson, Butts County

Jasper*

* Denotes de novo branch bank approved ** Thirty mile move of main office

-61-

Information presented as of December 31, 1998

Georgia Department of Banking and Finance

STATE AND NATIONAL BRANCH BANKS

NAME & LOCATION OF PARENT BANK
Crescent Bank & Trust Jasper, Pickens County

BRANCH BANK COUNTIES Bartow*

Heritage Bank Jonesboro, Clayton County

Fayette, Henry

Northeast Georgia Bank Lavonia, Franklin County

Elbert*

SunTrust Bank, South Georgia, N.A. Leesburg, Lee County

Coffee, Dougherty**,Lowndes*, Mitchell, Terrell, Thomas, Tift, Worth

Farmers State Bank Lincolnton, Lincoln County

Wilkes *

The Peoples Bank Lithonia, DeKalb County

Rockdale*

The Community Bank (formerly Bank of Loganville)
Loganville, Walton County

Gwinnett*

Farmers State Bank Lumpkin, Stewart County

Quitman*

Georgia State Bank Mableton, Cobb County

Paulding*

First South Bank, NA Macon, Bibb County

Coweta*, Johnson, Jones, Macon, Peach*

SunTrust Bank, Middle Georgia, N.A. Macon, Bibb County

Houston

Charter Bank & Trust Marietta, Cobb County

Fulton*

Central and Southern Bank of Georgia Milledgeville, Baldwin County

Greene*

Exchange Bank Milledgeville, Baldwin County

Jones*

Southwest Georgia Bank Moultrie, Colquitt County

Baker, Thomas*

Bank of Coweta Newnan, Coweta County

Meriwether

Fidelity National Bank Norcross, Gwinnett County

Clayton*, Cobb, DeKalb, Fulton

The First State Bank of South Georgia Ocilla, Irwin County

Ben Hill*

The Patterson Bank Patterson, Pierce County

Wayne*

* Denotes de novo branch bank approved ** Thirty mile move of main office

-62-

Information presented as of December 31, 1998

Georgia Department of Banking and Finance

STATE AND NATIONAL BRANCH BANKS

NAME & LOCATION OF PARENT BANK
Peachtree National Bank Peachtree City, Fayette County

BRANCH BANK COUNTIES Clayton

Independent Bank & Trust Company Powder Springs, Cobb County

Paulding*, Fulton*

First Community Bank of Georgia Roberta, Crawford County

Bibb*

SunTrust Bank, Northwest Georgia, N.A. Rome, Floyd County

Carroll, Polk

Bank of Burke County Sardis, Burke County

Richmond*

AmeriBank, National Association Savannah, Chatham County

Effingham

First National Bank St. Marys, Camden County

Charlton

Bank of Worth Sylvester, Worth County

Tift*

The First National Bank & Trust Company Tennille, Washington County

Bulloch*, Burke, Emanuel*, Jefferson, McDuffie*, Screven*

Citizens Security Bank Tifton, Tift County

Coffee*

Community Bank of Georgia Tucker, DeKalb County

Gwinnett*

Mountain National Bank Tucker, DeKalb County

Gwinnett

Altamaha Bank and Trust Company Uvalda, Montgomery County

Jeff Davis*

Darby Bank & Trust Company Vidalia, Toombs County

Chatham*

Citizens Bank Vienna, Dooly County

Clinch, Crisp*, Macon*,Ware

Citizens Bank Warrenton, Warren County

McDuffie*

Farmers and Merchants Bank Washington, Wilkes County

Lincoln*, Taliaferro

Waycross Bank & Trust Waycross, Ware County

Lowndes*

Talbot State Bank Woodland, Talbot County

Fayette*

* Denotes de novo branch bank approved ** Thirty mile move of main office

-63-

Information presented as of December 31, 1998

Georgia Department of Banking and Finance

STATE AND NATIONAL BRANCH BANKS

NAME & LOCATION OF PARENT BANK
First National Bank of Cherokee Woodstock, Cherokee County

BRANCH BANK COUNTIES Cobb

United Bank Zebulon, Pike County

Spalding*, Upson*

OUT OF STATE BANKS WITH GEORGIA BRANCHES

AmSouth Bank Birmingham, Jefferson County, AL

Catoosa, Chattooga, Gordon, Walker

Regions Bank Birmingham, Jefferson County, AL

Banks, Barrow, Bartow, Burke, Carroll, Catoosa*, Cherokee, Clay, Cobb, Columbia, Crisp, Decatur, DeKalb, Dougherty, Douglas, Elbert, Floyd, Forsyth, Fulton, Gilmer, Gordon*, Gwinnett, Habersham, Hall, Heard, Henry*, Jackson, Jefferson, Jenkins, Lee, Lowndes*, McDuffie, Morgan, Murray, Muscogee, Paulding, Pickens, Polk, Rabun, Randolph, Richmond, Rockdale, Spalding, Stephens, Towns*, White, Whitfield, Wilkes

SouthTrust Bank, N.A. Birmingham, Jefferson County, AL

Barrow, Ben Hill, Bartow, Carroll, Catoosa, Cherokee*, Clarke, Clayton, Cobb, Coffee, DeKalb, Douglas, Fayette, Forsyth*, Fulton, Gwinnett, Hall*, Haralson, Henry, Houston, Jackson, Laurens, Lowndes, Meriwether, Murray, Muscogee, Paulding*, Richmond, Rockdale, Telfair, Walker, Washington

First Union National Bank Charlotte, Mecklenburg County, NC

Bibb, Bleckley, Burke, Chatham, Chattahoochee, Cherokee, Clayton, Cobb, Columbia, Coweta, DeKalb, Dougherty, Douglas, Fayette, Floyd, Forsyth*, Fulton, Gwinnett, Harris, Henry, Houston*, Liberty, Lowndes, Muscogee, Richmond, Rockdale, Spalding, Whitfield

NationsBank, N.A. Charlotte, Mecklenburg County, NC

Barrow, Bartow, BenHill, Bibb, Butts, Camden, Carroll, Chatham, Cherokee*, Clarke, Clayton, Cobb, Coffee, Colquitt, Columbia*, Coweta, Dawson*, DeKalb, Dougherty, Douglas, Effingham, Fayette, Forsyth, Fulton, Grady, Glynn, Gwinnett, Hall, Hart, Henry, Houston, Laurens, Lowndes, Monroe, Newton*, Oconee, Richmond, Rockdale, Spalding, Thomas, Tift, Troup, Upson, Ware, Wayne, Whitfield

Colonial Bank Montgomery, Montgomery County, AL

Bibb, Cobb, DeKalb, Fulton, Gwinnett, Muscogee, Whitfield

Farmers and Merchants Bank Monticello, Jefferson County, FL

Thomas

Wachovia Bank, N.A. Winston-Salem, Forsyth County, NC

Bartow, Bibb, Bulloch, Chatham, Cherokee, Clayton, Clarke, Cobb, Colquitt, Columbia*, DeKalb, Fayette, Forsyth, Fulton, Gordon, Gwinnett, Hall, Houston, Lumpkin, Macon, Newton*, Richmond, Rockdale*, Sumter, Walton, Wayne, Whitfield

* Denotes de novo branch bank approved ** Thirty mile move of main office

-64-

Information presented as of December 31, 1998

Georgia Department of Banking and Finance

SELECT APPLICATIONS PROCESSED DURING 1998

APPLICATIONS FOR NEW FINANCIAL INSTITUTION

FINANCIAL INSTITUTION

CAPITALIZATION

APPROVAL DATE

CompuCredit Bank Two Ravinia Drive Suite 690 Atlanta, GA 30346 DeKalb County

$ 19,884,000

Pending

InfiBank 3490 Piedmont Road Suite 910 Atlanta, GA 30305 Fulton County

$ 15,000,000

07/23/1997

BB&T Bankcard Corporation 4 Bradley Park Court Suite lC Columbus, GA 31904 Muscogee County

$ 3,625,000

OS/26/1998

Chestatee State Bank 6639 Highway 53 East Dawsonville, GA 30534 Dawson County

$ 9,500,000

09/22/1997

First Intercontinental Bank 5593 Buford Highway Doraville, GA 30340 DeKalb County

$ 7,000,000

09/10/1998

The Peachtree Bank 9570 Medlock Bridge Road Duluth, GA 30097 Fulton County

$ 7,753,750

07/03/1997

First Community Bank of Georgia 300 North Dugger Avenue Roberta, GA 31078 Crawford County

$ 5,000,000

10/06/1997

Community Bank of the South SW Corner of Hwy 20 & Village Green Cr Smyrna, GA 30080 Cobb County

$ 7,000,000

12/28/1998

Citizens Bank of Effingham 802 South Laurel Street Springfield, GA 31329 Effingham County

$ 5,000,000

10/17/1997

BEGIN BUSINESS
DATE
04/27/1998 07/01/1998 05/15/1998
10/05/1998 06/15/1998
09/08/1998

-65-

Georgia Department of Banking and Finance

SELECT APPLICATIONS PROCESSED DURING 1998

APPLICATIONS FOR NEW FINANCIAL INSTITUTION

FINANCIAL INSTITUTION Satilla Community Bank 6308 Highway 40 East St. Mary's, GA 31558 Camden County

CAPITALIZATION $ 4,500,000

APPROVAL DATE
Pending

American Century Financial Services NE Corner Ga Hwy. 42 & Eagles Landing Stockbridge, GA 30281 Henry County

$ 7,424,460

0512111997

First Piedmont Bank 65 E. May Street Winder, GA 30680 Barrow County

$ 6,800,000

10129/1997

BEGIN BUSINESS
DATE
06129/1998
04/15/1998

APPLICATION FOR NEW SALE OF CHECK

FINANCIAL INSTITUTION MoneyGram Payment Systems, Inc. Lakewood CO 80235

APPROVAL DATE
07/11/1997

EFFECTIVE DATE
03/01/1998

PREVIOUS NAME Bank of North Georgia Alpharetta Fulton County
Heritage Bank Jonesboro Clayton County
First Federal Savings Bank of LaGrange
LaGrange Troup County

FINANCIAL INSTITUTION CONVERSIONS

CONVERTED TO Bank of North Georgia

APPROVAL DATE
03/26/1998

EFFECTIVE DATE
04/16/1998

Heritage Bank

05/1111998

09/0111998

First Flag Bank

Pending

PREVIOUS NAME
BANKS Bank of Loganville Loganville

NOTICE OF CHANGE IN NAME NEW NAME
The Community Bank

APPROVAL DATE

EFFECTIVE DATE

06/18/1998

06123/1998

-66-

Georgia Department of Banking and Finance

SELECT APPLICATIONS PROCESSED DURING 1998

PREVIOUS NAME

NOTICE OF CHANGE IN NAME NEW NAME

APPROVAL DATE

BANKS

The First State Bank of Ocilla Ocilla

First State Bank of South Georgia

01130/1998

McDuffie Bank & Trust Thomson

First Bank of East Georgia

01121/1998

First Bank of East Georgia Thomson

First Bank of Georgia

07/23/1998

Darby Bank and Trust Co. Vidalia

Darby Bank & Trust Co.

04/09/1998

CREDIT UNIONS Coffee General Hospital
Employees Cr. Union Douglas

CRMC Employees Credit Union

04/30/1998

Promina Northwest Credit Union Marietta

WellStar Credit Union

05/08/1998

Warner Robins Employees Credit Union Combined Employees Credit Union Warner Robins

06/18/1998

EFFECTIVE DATE
02/05/1998 01123/1998 07/24/1998 04/13/1998
05/04/1998
05/11/1998 06/24/1998

FINANCIAL INSTITUTION (SURVIVOR) Athens First Bank & Trust Company Athens
Citizens Trust Bank Atlanta
Premier Bank Atlanta
Premier Bank Atlanta
Premier Bank Atlanta
Premier Bank Atlanta

FINANCIAL INSTITUTION MERGERS
MERGED INSTITUTION Bank of Georgia Watkinsville
First Southern Bank Lithonia
Central & Southern Bank Of North Georgia FSB
Greensboro
Citizens Bank of Gwinnett Duluth
Lanier Bank & Trust Company Cumming
The Bank of Gwinnett County Lawrenceville

APPROVAL DATE
11109/1998 01128/1998 02/16/1998
12/08/1997 05/11/1998 08/26/1998

EFFECTIVE DATE
11130/1998 01130/1998 04/24/1998
03/27/1998 06/09/1998 12/04/1998

-67-

Georgia Department of Banking and Finance

SELECT APPLICATIONS PROCESSED DURING 1998

FINANCIAL INSTITUTION MERGERS

FINANCIAL INSTITUTION (SURVIVOR) First Community Bank of Southwest Georgia Bainbridge

MERGED INSTITUTION Bainbridge National Bank Bainbridge

APPROVAL DATE
07/13/1998

Regions Bank Birmingham, AL

Regions Bank Gainesville

01/30/1998

Regions Bank Birmingham, AL

First State Bank & Trust Company in Cordele
Cordele

04/21/1998

Regions Bank Birmingham, AL

Smyrna Bank & Trust Company Smyrna

03/11/1998

Regions Bank Birmingham, AL

First Bank of Georgia East Point

03/11/1998

Regions Bank Birmingham, AL

Allied Bank of Georgia Thomson

03/20/1998

Regions Bank Birmingham, AL

Bank of Morgan County Madison

02/03/1998

Regions Bank Birmingham, AL

Bank of Millen Millen

02/03/1998

Regions Bank Birmingham, AL

First State Bank & Trust Company Albany

04/21/1998

Southeastern Bank Darien

Southeastern Bank of Florida Yulee, FL

04/08/1998

Pinnacle Bank, National Association Elberton

Pinnacle Bank Royston

10/15/1997

NBC Bank, FSB Knoxville, TN

First Community Bank & Trust Cartersville

Pending

First Liberty Bank Macon

Southland Bank Butler

06/19/1998

First Liberty Bank Macon

Coffee County Bank Douglas

06/19/1998

Colonial Bank Montgomery, AL

First Macon Bank & Trust Company
Macon

09/28/1998

Farmers & Merchants Bank Monticello, FL

First Merchants Bank Thomasville

12/29/1997

EFFECTIVE DATE
08/31/1998 02/02/1998 04/29/1998
03/13/1998 03/13/1998 03/23/1998 02/06/1998 02/06/1998 04/26/1998 06/25/1998 01/02/1998
06/19/1998 06/19/1998 10/01/1998
01/14/1998

-68-

Georgia Department of Banking and Finance

SELECT APPLICATIONS PROCESSED DURING 1998

FINANCIAL INSTITUTION MERGERS

FINANCIAL INSTITUTION (SURVIVOR) Citizens Bank Vienna

APPROVAL MERGED INSTITUTION Empire Banking Company Homerville

EFFECTIVE DATE
12/29/1998

Citizens Bank Vienna

Bank of Milan Milan

12/29/1998

Citizens Bank Vienna

The Brown Bank Cobbtown

12/29/1998

CREDIT UNIONS Associated & Federal
Employees Credit Union Atlanta

Atlanta Cooperative Credit Association
Atlanta

09/0111998

Five Star Credit Union Dothan, AL

Swift Credit Union Columbus

09/25/1998

Corporate America Family Credit Union Elgin,IL

Davis Employees Credit Association Thomasville

12/0111998

DATE
12/3111998 09/30/1998 09/30/1998 12/01/1998

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Department of Banking and Finance 2990 Brandywine Road, Suite 200 Atlanta, GA 30341-5565 Phone: (770) 986-1633 Fax: (770) 986-1655

Department of Banking and Finance 2990 Brandywine Road, Suite 200 Atlanta, Georgia 30341-5565

Bulk Rate U.S. Postage
PAID Atlanta, GA Permit No. 2620