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 -2- 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 -3- 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 -4- 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. -5- 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 - 6- 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 -7- 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 -8- 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 -9- 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 -10- 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 -11- D}=PAI~l'MEN'rS'fRIJC'fIJI{E AND WOJ{K AJtEAS rict l\tain Office 1 2 J 4 5 L Atlanta Woodstock Stone l\1ountain Athens C()lIc~c Pa.-l< Dublin Savannah D()u~las Alban)' Valdosta *~ blain Office Location lJistrict Office I.ocation.~ 1-5 l)i.~trid Nllmber -12- 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: - 13 - 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. -14- 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. - 15 - 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 -69- 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