2005 annual report [Dec. 31, 2005]

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State of Georgia
Department of Banking and Finance
ANNUAL REPORT
For Year Ending December 31, 2005
Sonny Perdue, III Governor
Rob Braswell, CEM Commissioner

TABLE OF CONTENTS
Message from The Commissioner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Organizational Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Structure of the Department and Division Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Examination Districts and Work Areas (Map) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 Strategic Accomplishments During 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 Supervisory Accreditations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 Advantages of a State Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 Legislative History and Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13 Comparison of Fiscal Year Receipts and Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14 Summary of Activities For State-Chartered Financial Institutions/Regulated Entities . . . . . . . . . . . . . . . .15
Summary of Regulated Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 State-Chartered Financial Institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 Other Licensees, Registrants, and Regulated Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Comparative Reports of Condition of State-Chartered Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21 Comparative Statement of Earnings and Expenses of State-Chartered Banks . . . . . . . . . . . . . . . . . . . . . .22 List of State-Chartered Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23 Comparative Reports of Condition of State-Chartered Credit Unions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29 Comparative Statement of Earnings and Expenses of State-Chartered Credit Unions . . . . . . . . . . . . . . . .30 List of State-Chartered Credit Unions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31 Bank Holding Companies and Their Bank Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33 Sale of Checks and Money Transmitter Licensees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49 Foreign Banking Organizations Doing Business in Georgia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
International Bank Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51 International Bank Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51 International Representative Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51 Domestic Representative Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52

MESSAGE FROM THE COMMISSIONER

This past year has been one of transition for the Department. Commissioner David G. Sorrell retired December 1, 2005, after a distinguished career of 34 years with the State of Georgia. David's outstanding service to the citizens of Georgia and his involvement with other regulators through his participation on the Boards of the Conference of State Bank Supervisors and the National Association of State Credit Union Supervisors have left an indelible impression upon this Department and the financial industry.
I was honored to succeed David and be appointed Commissioner by Governor Perdue effective December 1, 2005. I remain strongly committed to maintaining the Department's position as one of the preeminent financial institution regulatory agencies in the country.
Rod Carnes was named the new Deputy Commissioner of Non-Depository Financial Institutions (NDFI), formerly the Mortgage Division. This position now regulates mortgage lenders and brokers as well as money service businesses. Rod's years of experience in both the licensing and examination of mortgage entities will be of great value to the Department in this position.

historically low levels, both nationally and in Georgia. However, the effect of changes in the bankruptcy statutes during 2005 and the continued high level of commercial real estate, construction and development lending in certain markets will receive close supervisory monitoring.

The volume of denovo bank activity continues to be significant, with 13

Robert M. Braswell, CEM Commissioner

new banks opening in Georgia in

2005, as compared to 10 in 2004. Georgia was the third most active state

in the country in new bank formations, after Florida and California. It

appears that 2006 will be another strong year for new bank activity based

on the number of approved and/or accepted bank applications. The orderly

expansion of financial services through branching and chartering continues

to enhance the availability of convenient, competitive banking services for

Georgia consumers.

Another transition that has occurred has been the retirement of Leslie Bechtel, the Deputy Commissioner for Legal and Consumer Affairs, after more than 11 years of exemplary service to the State of Georgia. In Leslie's former capacity, I am pleased to introduce Judy Newberry as the new Deputy Commissioner for Legal and Consumer Affairs. Judy has a wealth of experience in the financial and consumer affairs arenas which has enabled a seamless transition for the Department in this important area of responsibility. During this time of transition, the Department also made several changes to its organizational structure in order to maximize operating efficiency and effectiveness. These changes have been largely transparent to the financial service entities that we regulate.

2005 continued to be a year of strong overall performance in the credit union industry, although Georgia, like other states in the country, has experienced continued consolidation activity as smaller credit unions merge with larger credit unions in order to achieve greater operating and management efficiencies.
As discussed later, the 2005 housekeeping bill for the Department included revisions which provided for modernization of various provisions of the financial institutions code related to credit unions. The Department remains committed to maintaining the competitiveness of the state charter for all financial institutions.

2005 was also a year of continued improved economic performance in Georgia and in the nation as a whole. Financial institutions experienced another year of strong economic performance and growth, although net interest margins remained challenged due to increased funding costs and an inverted yield curve. Safety and soundness problems were at

In 2005, the NDFI division remained focused on the areas of highest risk to Georgia consumers. Mortgage fraud remains a primary strategic focus for the Department and the risk focused examination process has served to identify many individuals involved with mortgage fraud. The volume of enforcement actions, including finalized Cease and Desist Orders,

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MESSAGE FROM THE COMMISSIONER

revocations, and referrals to law enforcement agencies has increased dramatically since this program was implemented. We believe that this examination focus, combined with aggressive law enforcement and criminal prosecutions, will result in a credible deterrent to mortgage fraud. Additionally, placing the money service businesses within this division will permit improved oversight in this area, which has been an area of increased focus due to anti-money laundering and Bank Secrecy Act concerns.

In conclusion, I am grateful to our staff and the entities we regulate for adapting so well to all of the changes that occurred in 2005. I am excited about the future of the financial industry in Georgia, and confident that the Department remains well positioned to meet the challenges of regulating such a dynamic industry. As always, our goal remains to be the best financial services industry regulator in the country Progressive. Proactive. Service-Oriented.

Regarding legislative changes, the Department's 2005 housekeeping bill included a redefinition for savings banks; revisions to strengthen the parity provisions for state chartered financial institutions; strengthened provisions regarding the removal of officers, director or employees of financial institutions; several changes to modernize various provisions of the credit union code (which were agreed to among the banking and credit union associations); and several provisions related to mortgage lenders and brokers, including a provision to move exclusively to bonding provisions for lenders and eliminate net worth provisions.

Thank you for your support of our efforts.

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ORGANIZATIONAL PROFILE
The Department of Banking and Finance (Department) is the state agency that regulates and examines banks, credit unions, and trust companies chartered by the State of Georgia. The Department also has regulatory and/or licensing authority over mortgage brokers, lenders, and processors; money service businesses; international banking organizations, and bank holding companies conducting business in Georgia.
Financial Institutions and financial service providers are subject to strong statutory and regulatory requirements at both the federal and state levels. We share regulatory responsibility for Georgia state-chartered financial institutions with our federal counterparts (FDIC, FRB, NCUA). We are the sole regulatory agency for mortgage lenders and brokers and money service businesses (with the exception of FINCEN and the IRS, which supervise the Bank Secrecy Act, USA PATRIOT Act and other Anti-Money-Laundering efforts).

STRUCTURE OF THE DEPARTMENT AND CONTACT INFORMATION
Functionally, the Department reports directly to the Chief Financial Officer and the Governor. The Department is headed by a Commissioner who is appointed by the Governor to serve a four-year term. Commissioner Rob Braswell is assisted by Senior Deputy Commissioner George Reynolds.

The Department's operations are divided along functional lines: Supervision, Administration, Non-Depository Financial Institutions, and Legal and Consumer Affairs. These divisions are headed by Deputy Commissioners.

George Reynolds Senior Deputy Commissioner

The Director of Communication and Planning reports directly to Senior Deputy Commissioner Reynolds and is primarily responsible for: website administration; coordinating e-commerce initiatives; external publications; examination survey report compilation/analysis; coordinating employee survey processes; overseeing/coordinating all business resumption and emergency preparedness procedures and plans; coordinating strategic and business planning; and coordinating any marketing efforts of the Department.

NAME Robert M. Braswell, CEM George A. Reynolds, CPA/CEM/CSCUES Carol A. Webb, CEM Susan Brown

TITLE Commissioner Senior Deputy Commissioner Director of Communication and Planning Administrative Assistant

PHONE # 770-986-1628 770-986-1629 770-986-1386 770-986-1621

Supervisory Division: The Supervisory Division is responsible for the supervision, regulation, and examination of depository financial institutions and their affiliated companies that fall under the regulatory authority of the Department. Such institutions include state-chartered banks, trust companies and credit unions; bank holding companies; and international banking organizations.

The Corporate Section of the Division is responsible for financial institution

Grace Lurry

application and registration processing. The Supervisory Division is headed by

Deputy Commissioner for Supervision Deputy Commissioner for Supervision Grace Lurry.

ACRONYMS:
CEM - Certified Examinations Manager
CEIC - Certified Examiner-In-Charge
CFE - Certified Financial Examiner or Certified Fraud Examiner
CPA - Certified Public Accountant
CSCUES - Certified State Credit Union Examination Supervisor
PHR - Professional Human Resources Certification

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NOTE: Staff information is as of 3/31/2006

Main Office Staff:
NAME Grace M. Lurry, CEM M. Janet Blackmon, CEM M. Janet Blackmon, CEM Laura M. Millen, CEM Wayne Orr, CPA/CEM/CSCUES Murali Ramachandran, CEM Marilyn R. Harris, CEIC Merian Johnson Susan L. Weissinger

ORGANIZATIONAL PROFILE
TITLE Deputy Commissioner for Supervision Acting Director for Supervision Supervisory Manager (Banks-North, Capital Markets) Supervisory Manager (Banks-South, Trust) Supervisory Manager (Credit Unions, International Agencies) Corporate Manager Corporate Examiner Administrative Assistant Administrative Assistant

PHONE # 770-986-1646 770-986-1627 770-986-1636 770-986-1643 770-986-1637 770-986-1645 770-986-5045 770-986-1658 770-986-1659

District Examination Staff:
The Division is also responsible for the supervision of the Department's six examination districts, which have district work areas located in various geographic regions of the state to facilitate the supervisory process (See page 9 for a map delineating the examination districts). The Large Institutions Supervision District handles large, complex, and wholesale financial institutions.
Northwest District 1 - Woodstock 645 Molly Lane, Suite 140, Woodstock, Georgia 30189
Phone: (770) 928-1803 Fax: (770) 928-6209

NAME DISTRICT 1: Kevin B. Hagler, CEM Melissa K. Sneed, CEIC Ira D. Goolsby, CEIC Daisy M. Mitchell, CEIC William R. Parker, CEIC Victor A. Greene, CEIC Larry J. Moody, CEIC Mark Pressler, CEIC Candice M. Jones Dimitri J. Magradze Robert B. Williams Victoria Busby

TITLE
District Director Supervisory Examiner Senior Financial Examiner Senior Financial Examiner Senior Financial Examiner Financial Examiner Financial Examiner Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Administrative Assistant

PHONE # 770-928-1803

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NOTE: Staff information is as of 3/31/2006

ORGANIZATIONAL PROFILE

District Examination Staff (continued):
Northeast District 2 - Loganville 3715 Harrison Road, Suite 100, Loganville, Georgia 30052 Phone: (770) 554-0676 Fax: (770) 554-5915

NAME DISTRICT 2: Tracy Whitesides, CPA/CEM/CSCUES Michael Killeen, CEM/CSCUES Heather M. Sartain, CEIC William H. Warnock, CEIC Keith A. Prather, CFE Melinda L. Coker Matthew G. Hamby Josh P. Higgins Stephanie M. King Justin McElheney Debbie J. Bloomquist

TITLE
District Director Supervisory Examiner Senior Financial Examiner Senior Financial Examiner Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Administrative Assistant

PHONE # 770-554-0676

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

NAME DISTRICT 3: Barry L. Rooks, CFE/CEM Dennis E. McNeer, CEM Rhonda M. Brook, CEIC George E. Campbell, CEIC Gloria E. Jack, CEIC Kevin A. Smitko Derek L. Thompson Brittany N. Bohannon Shannon E. Boyt Chad R. Taylor Deborah Latimer

TITLE
District Director Supervisory Examiner Financial Examiner Financial Examiner Financial Examiner Financial Examiner Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Administrative Assistant

PHONE # 404-559-4937

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NOTE: Staff information is as of 3/31/2006

ORGANIZATIONAL PROFILE

District Examination Staff (continued):
Southeast District 4 - Dublin P.O. Box 965, Dublin, Georgia 31040 Phone: (478) 275-6740 Fax: (478) 275-6742

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

NAME DISTRICT 4: Gary F. Ford, CFE/CEM/CSCUES Michael Hooks, CPA/CEM Janet L. Bryan, CEIC Mark A. Smith, CEIC/CSCUES Robert Herndon, CEIC Kelly W. Green Presley L. Norris Emily Fennell

TITLE
District Director Supervisory Examiner Senior Financial Examiner Senior Financial Examiner Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Administrative Assistant

PHONE # 478-275-6740

Savannah Office David T. Widincamp, CEM/CSCUES Michael D. Bryan, CEIC Billy S. Wilson, Jr., CEIC/CSCUES Patrick T. Brahana, CEIC

Supervisory Examiner Senior Financial Examiner Senior Financial Examiner Financial Examiner

912-356-2770

Southwest District 5 - Douglas 211 E. Ashley Street, Suite 100, Douglas, Georgia 31533 Phone: (912) 389-4248 Fax: (912) 389-4287
NAME DISTRICT 5: Jane M. Whitfield, CEM Virginia Marable, CEIC John E. Sonnier, CPA/CEIC Terry Tucker, CEIC James R. Johnson, CEIC Sue A. Tucker, CEIC Judy H. Powell

Valdosta Office 2215 Bemiss Road, Suite F, Valdosta, Georgia 31602 Phone: (229) 333-5299 Fax: (229) 333-2139

TITLE
District Director Supervisory Examiner Senior Financial Examiner Senior Financial Examiner Financial Examiner Assistant Financial Examiner Administrative Assistant

PHONE # 912-389-4248

Valdosta Office Joyce R. Jones, CEM/CSCUES Kay Tillman Green, CEIC/CSCUES John F. Sutphin, III, CEIC/CSCUES

Supervisory Examiner Senior Financial Examiner Senior Financial Examiner

229-333-5299 229-333-5299 229-293-6185 229-293-6188

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NOTE: Staff information is as of 3/31/2006

ORGANIZATIONAL PROFILE

District Examination Staff (continued):

The Large Institutions District does not have a separate office. Examiners work from the main office or from other district work areas.

NAME LARGE INSTITUTION Stephen S. Pleger, CEIC Lori Binford, CEM Mike L. Anderson Ernest D. Coats, CEIC Ayanna A. DeRamus Amy R. Johnson, CEIC Evans R. Yancy

TITLE
District Director Supervisory Examiner Large Institutions Specialist Capital Markets Specialist IT Specialist Trust Specialist Credit Specialist

PHONE # 770-986-2813
770-986-1387 770-986-2813 770-986-5044 770-986-1390 770-986-1389 770-986-1388 770-986-1391

David Hancock Deputy Commissioner for
Administration

Administrative Division: The Administrative Division is responsible for human resource management, budgeting, accounting services, information systems, training activities, property management, and records management. The Division is headed by Deputy Commissioner for Administration David Hancock.

NAME David A. Hancock, CEM Jeanetta A. Alexander Denise Brown Harold Carney, CEM Ralph J. Shire, CEM Vicki L. Brantley, CEM Charlene L. Haynie Kristy C. Nix, PHR Dawn Schlich Sheila B. Ball Wanda J. Williams Kaushik Mehta

TITLE Deputy Commissioner for Administration Accountant Data Resource Manager District Information Systems Specialist IS Database Integrator Training Manager Senior Payroll Supervisor Personnel Officer Accounting Manager Secretary/Receptionist Secretary/Receptionist Support Services Officer

PHONE # 770-986-1640 770-986-1632 770-986-1651 770-986-1624 770-986-1383 770-986-1644 770-986-5038 770-986-1638 770-986-1641 770-986-1633 770-986-1633 770-986-1622

Legal and Consumer Affairs Division: The Legal Division is responsible for providing legal advice and legislative drafting support for the Commissioner and staff. The Consumer Affairs section handles consumer complaints regarding financial institutions and mortgage licensees and registrants. The Division is headed by Deputy Commissioner for Legal and Consumer Affairs Judy Newberry.

Judy Newberry Deputy Commissioner for Legal and
Consumer Affairs

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NOTE: Staff information is as of 3/31/2006

ORGANIZATIONAL PROFILE

Legal and Consumer Affairs Division (continued):

NAME Judy C. Newberry Mark Simpson Jenny L. Neville, CEM Felicia Faison-Holmes Laurie M. Culpepper

TITLE Deputy Commissioner for Legal and Consumer Affairs Consumer Affairs Specialist / Administration Senior Consumer Specialist Consumer Affairs Specialist / Outreach and Education Assistant Financial Examiner - Legal

PHONE # 770-986-1650 770-986-2809 770-986-2812 770-986-1642 770-986-1007

Non-Depository Financial Institutions Division: This Division is responsible for the licensing and supervision of mortgage lenders, brokers, and processors who are licensees and registrants under the law. The Division is also responsible for the licensing and supervision of check cashers, sale of check companies and money transmitters - collectively referred to as Money Services Businesses (MSBs). The Division is headed by Deputy Commissioner for Non-Depository Financial Institutions Rod Carnes.

Rod Carnes Deputy Commissioner for NonDepository Financial Institutions

NAME Rod Carnes, CFE Melinda Kinard, CEM Sandra Sheley, CEM Larry E. Shelley, CEM Helen O'Leary M. Joel Byers, CFE Lori M. Godfrey, CFE/CEM Alan D. Gross Diane H. Hester, CFE Teresa H. Koeppel, CFE Peter T. Lisowski Andy Reid Betty J. Thomas, CFE Lauren A. Atherley Robert F. Bauguss Janet W. Anderson Deborah Long Tervenia Mitchiner Susan Nelson Irene Harper Brenda S. Harrell Gloria Smith

TITLE Deputy Commissioner for Non-Depository Financial Institutions Director of Money Service Businesses and Mortgage Licensing Director for Mortgage Supervision Supervisory Manager - Mortgage Regulation Non-Depository Financial Institution Attorney Supervisory Manager - MSBs Supervisory Examiner Assistant Financial Examiner Senior Financial Examiner Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Assistant Financial Examiner Financial Examiner - Review Assistant Financial Examiner - Review Assistant Financial Examiner - MSBs Applications Analyst Applications Analyst Secretary III Secretary/Receptionist

PHONE # 770-986-1371 770-986-1649 770-986-5036 770-986-1372 770-986-1648 770-986-1656 770-986-1311 770-986-1314 770-986-1312 770-986-1313 770-986-1315 770-986-1310 770-986-1316 770-986-5021 770-986-5043 770-986-1268 770-986-2810 770-986-1639 770-986-1652 770-986-5027 770-986-5035 770-986-1136

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NOTE: Staff information is as of 3/31/2006

EXAMINATION DISTRICTS AND WORK AREAS

1 2

District Main Office Large Institutions
1 2 3 4
5

Location Atlanta Atlanta Woodstock Loganville College Park Dublin Savannah Douglas Valdosta

3 4

5
Main Office Location Districts 1-5 Field Office Locations
1-5 Areas Covered by Districts 1-5 The above map is primarily for the purpose of exhibiting geographical district boundaries based on current institution assignments. However, some districts may have institutions assigned in other geographical areas of the state due to multibank holding companies and/or district workload and scheduling issues.
NOTE: The Large Institutions Supervision District is responsible for the supervision and examination of large institutions.
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STRATEGIC ACCOMPLISHMENTS DURING 2005

The Department's strategic plan is comprised of three Strategic Goals as follows:
GOAL 1: Regulated Entities will Receive Fair and Progressive Regulation and Supervision.
GOAL 2: The Department will Deliver Convenient and Responsive Products and Services to Customers and Consumers.
GOAL 3: The Department will Employ, Empower, and Retain the Best Quality Workforce Available and Ensure the Effective Use of our Human Resources.
MAJOR STRATEGIC ACCOMPLISHMENTS DURING 2005
1) Average processing time for new mortgage broker, lender, broker/processor applications decreased from 10-12 weeks to 4-6 weeks. Some factors contributing to the continued decrease in processing time were the purchase of a fingerprint scanner and the increased efficiency and effectiveness of the Division's licensing and administrative support staff.
2) Increased the number of mortgage licensees participating in the online renewal program from 17% in 2004 to 72% in 2005. The online renewal and payment program results in less paper, postage, and processing time and translates into a more timely, convenient and cost effective process.
3) Automated former paper-based systems, allowing for end-user updates of data, resulting in increased operational efficiency. In addition to the on-line mortgage renewal process discussed above, various on-line enduser applications were added in 2005 (i.e., main office relocation/address change, branch office relocation/address change, mailing address changes, office closure notices, contact changes, fingerprint card requests, etc.).

4) Enhanced revenue operations which provided the ability to accept credit card payments from regulated entities.
5) Participated in joint money transmitter examinations with other state regulators for training purposes. As a result, began development and implementation of a risk-focused money transmitter examination program.
6) Held the first Georgia Check Cashers conference on 6/20/2005. Evaluation feedback indicated that the conference was very successful.
7) Hired 14 new examiners in an effort to maintain a ready and capable examination force. Prior to 2005, the Department's budget resources had been reduced which resulted in a workforce that was considered less than optimal.
8) Held an Examiners' Conference for the first time in three years which included topics of interest to both bank and mortgage examination staff. Professional training hours increased almost 700 hours in 2005 as compared to 2004.
9) Established secure e-mail with banks/credit unions with implementation of Zixcorp e-mail system.
10) Fully implemented Bank Secrecy Act (BSA) examination procedures, including financial institution examiner training.
11) Trained the front desk staff to handle basic consumer calls (prescreening) with the end goal of successfully directing consumers to the proper sources and decreasing the number of calls relating to nonregulated entities forwarded to Consumer Specialists and other agency personnel.
Our mission is....
To promote safe, sound, competitive financial services in Georgia through innovative, responsive regulation
and supervision.

Our Motto: "Safeguarding Georgia's Financial Services"
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SUPERVISORY ACCREDITATIONS

The Department is accredited by the Conference of State Bank Supervisors (CSBS) and the National Association of State Credit Union Supervisors (NASCUS). Accreditation status is reviewed off-site annually and reviewed on-site every five years using a three person panel review team experienced in financial institution regulation.
The Department was first accredited by CSBS in December 1992. On August 20, 2003, the Department of Banking and Finance's accreditation was renewed by CSBS based on the findings of an on-site review. The CSBS Accreditation Program identifies banking departments that serve the citizens of their state by operating a capable and professional regulatory program. The primary purpose of the reaccreditation evaluation is to determine whether the Department continues to fulfill its responsibility to charter, examine, supervise, and regulate all state-chartered commercial banks in Georgia.
NASCUS has a similar accreditation program that was developed and implemented for state credit union supervisory agencies. On September 24, 2001, the Department of Banking and Finance's accreditation was renewed by NASCUS. The primary purpose of the reaccreditation evaluation is to determine whether the Department continues to meet the 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.

Both of these accreditation programs are designed to provide an opportunity and a system for state regulatory agencies to improve and enhance their credibility throughan accreditation process involving a comprehensive selfevaluation and an independent review of the Department's operations. Theseprograms are available on a voluntary basis, self-initiated, and have the following goals:
To foster continuity and uniformity of supervision and regulation of state-chartered commercial banks and credit unions;
To identify and correct Department weaknesses and to capitalize on the Department's strengths;
And, to enable the Department to better perform 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.
Based on the most recent reaccreditation scores, the Department ranks among the top 10 accredited banking departments across the country.

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ADVANTAGES OF A STATE CHARTER
We believe that the state charter offers several distinct benefits:
Local, Responsive, and Timely Decision Making
State-chartered banks and credit unions have local access to decision makers in Georgia who are familiar with the unique competitive environment that those institutions face. Top decision makers can be easily reached for timely responses to questions and concerns from state-chartered institutions. 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 that are responsible for examination and supervision of banks and credit unions in their designated districts. Examiners live in the area where they examine institutions and are familiar with the local market and community. 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 firm, 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. Most banks are examined by federal regulators only once in two to three years. More Cost Effective Regulation and Supervision
Annual regulatory assessment fees, hourly examination fees, and some application fees are substantially less than comparable federal charters. In the last several years, the Department's annual regulatory assessments have averaged one-half the cost of comparable federal assessments. Hourly examination fees assessed for specialty exams are almost half the rate of comparable hourly fees charged by federal regulators. Some application fees, including the bank charter application, are typically lower than comparable fees assessed by the federal regulators. Authorized Powers Comparable to or Greater Than Federal Powers
State-chartered institutions have comparable powers to federal institutions 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 institution to conduct an activity allowed for a federal institution unless such activity is expressly prohibited by state law. Therefore, should an individual or entity discover a situation where it feels a state institution is disadvantaged versus a federally-chartered institution, that individual or entity could petition the Department to use the parity provision to authorize the activity for a state institution. Georgia banking law permits activities which are incidental or complimentary to banking activities simply by written request to the Commissioner. Additionally, state banks can conduct activities not authorized for national banks, provided such activities are authorized under state law and approved by the FDIC under Section 24 of the FDI Act.
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LEGISLATIVE HISTORY AND HIGHLIGHTS

The Georgia Financial Institutions Code (Code) was enacted in 1933 and substantially revised in 1974. Since that time, the Department has annually revised the law to stay current with changes in federal law and to maintain a competitive posture for our state institutions.
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. The phase-in of statewide intrastate branching was complete on July 1, 1998, allowing banks to branch freely within the state, subject to the Department's approval. During 1999, cleanup of the old branching laws was accomplished by considerable wording changes to the Code. With the settling in of statewide branching, powers of bank holding companies were increased, allowing the formation of a de novo bank by an existing bank holding company that has lawfully entered the state.
With extensive federal banking legislation being passed in November 1999, in the form of the Gramm-Leach-Bliley Act, the Department began its efforts to ensure that Georgia laws and regulations worked smoothly with the new federal laws and regulations in the areas of financial holding companies, financial subsidiaries, and privacy. Legislative changes to the Georgia Residential Mortgage Act have been made in recent years to simplify regulation and reduce paperwork for applicants and the Department, as well as to continue to improve the effectiveness of the Department's enforcement powers.

This Act was the most significant new statute affecting the residential mortgage loan process in Georgia in 10 years. The intent of the Act is to prohibit abusive mortgage loan practices, which legislators believed were increasingly prevalent in Georgia. The Act places considerable restrictions on "High Cost Home Loans" and some restrictions on all "Home Loans". The law is concerned with loans that are secured by a borrower's principal dwelling located on real estate in Georgia.
Legislation passed in 2003, provided, among other items: (1) a provision to allow the formation of banks as limited liability companies; and (2) a requirement for licensing and regulation of money transmitters, who send
money, generally outside the United States.
2004 saw relatively minor changes, but maintained the state charter as competitive and desirable. One change in 2004 gave parity to state banks in the area of owning
and leasing real property. Another change updated the law on ATMs, which are no longer treated as
branches on either the federal or the state level.
In 2005 credit unions requested an update of numerous provisions of the credit union Code. Many of the changes were made and this put state credit unions on par with their federal counterparts. The parity law was also enhanced for the benefit of all financial institutions. Definitions and enforcement issues in the mortgage area were clarified and strengthened. The Department did not have a housekeeping bill in the 2006 session.

The Georgia Fair Lending Act (the Act) became effective on October 1, 2002, and was subsequently amended during the 2003 legislative session.

-13-

COMPARISON OF FISCAL YEAR RECEIPTS AND DISBURSEMENTS

REVENUES COLLECTED
Bank Fees Check Casher & Sale of Check Fees Credit Union Fees Holding Company Fees International Bank Fees Mortgage Fees Miscellaneous Fees
TOTAL RECEIPTS
DISBURSEMENTS
Personal Services Motor Vehicle Expense Supplies and Materials Repairs and Maintenance Travel Expense Motor Vehicle Equipment Purchase Printing Equipment Purchases Office Rent Computer Charges Telecommunications Per Diem and Fees Other Operating Expenses
TOTAL DISBURSEMENTS

FY2005 11,926,924 485,043 914,059 307,990 9,950 7,033,765 5,215
20,682,946

FY2004 11,272,877 426,829 902,367 434,075 5,000 7,647,054 14,445
20,702,647

CHANGE 654,047 58,214 11,692 (126,085) 4,950 (613,289) (9,230)
(19,701)

8,669,697 66,251 43,910 20,721 302,189 2,562 2,314 557,895 173,327 112,537 11,986 200,265
10,163,654

8,866,662 57,787 40,942 31,324 219,455 1,725 15,655 524,023 173,688 113,560 13,840 159,929
10,218,590

(196,965) 8,464 2,968
(10,603) 82,734
837 (13,341) 33,872 (361) (1,023) (1,854) 40,336
(54,936)

NOTE: Revenues collected are remitted to the Office of the Treasury and Fiscal Services. The level of expenditures is subject to the state budgetary process.

-14-

SUMMARY OF ACTIVITIES
FOR STATE CHARTERED FINANCIAL INSTITUTIONS AND OTHER ENTITIES REGULATED BY, LICENSED BY, OR REGISTERED WITH
THE DEPARTMENT OF BANKING AND FINANCE DURING 2005

FINANCIAL INSTITUTION, REGISTRANT, OR

TOTALS

LICENSEE

12/31/200 4

OPENED REGISTERED LICENSED

BANKS

268

13

CREDIT CARD BANKS

3

0

TRUST COMPANIES

1

0

CREDIT UNIONS
BANK HOLDING COMPANIES (Supervised and/or Registered)
CHECK SELLERS

73

0

248

18

27

1

MONEY TRANSMITTERS

67

18

CHECK CASHER S

430

225

INTERNATIONAL BANK AGENCIES

4

0

INTERNATIONAL BANKING FACILITIES

2

0

INTERNATIONAL BANK REPRESENTATIVE OFFICES

3

1

REPRESENTATIVE OFFICES

81

20

MORTGAGE BROKERS, LENDERS, AND REGISTRANTS

3,219

608

CONVERTED MERGED

2

-3

0

-1

0

0

0

-5

0

-11

0

0

0

0

0

0

0

0

0

-1

0

0

0

0

0

0

CLOSED LIQUIDATED DEREGISTERED
0 0 0 0 0 -2 -10 -73 0 0 0 -13 -412

TOTALS 12/31/200 5
280 2 1 68 255 26 75 582 4 1 4 88 3,415

-15-

State-Chartered Financial Institutions STATE-CHARTERED BANKS
The number of Georgia state-chartered banks increased during the year, while the number of national banks and federal thrifts declined. As of the end of the year, the number of state-chartered banks totaled 282, an increase of 11 from the previous year. The net increase of 11 from the previous year was the result of: 13 new banks opening, one national bank and one thrift converting to a state charter, and four banks merging out of existence. State-chartered banks represented roughly 81% of total Georgia banks as of 12/31/2005.
As reflected in year-end 2005 Call Report information, total assets for state-chartered banks in Georgia amounted to $251 billion, reflecting an increase of roughly $53 billion or 26.7% from yearend 2004. A complete listing of state-chartered banks can be found on our website at: https://dbfweb.dbf.state.ga.us/WebBkData.html.
-16-

State-Chartered Financial Institutions
Bank Charter Activity Bank charter activity remained strong during the year, with 21 new state bank charter applications received, 18 approved, and 13 opened.
STATE-CHARTERED CREDIT UNIONS
There were 68 state-chartered credit unions at year-end 2005, a decrease of five from the previous year. The decrease is attributed to five credit unions merging out of existence during the year. A complete listing of state-chartered credit unions can be found on our website at: https://dbfweb.dbf.state.ga.us/WebCUData.html.
-17-

State-Chartered Financial Institutions
As reflected in year-end 2005 Call Report information, total assets for state-chartered credit unions in Georgia amounted to $8.4 billion, reflecting a decrease of roughly $76 million from year-end 2004.
Other Licensees, Registrants, and Regulated Entities 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 lender, broker, or processor to be licensed or registered with the Department, unless they are exempt or subject to notification requirements only. At the end of 2005, active licensees and registrants totaled 3,415, a net increase of 111 or 3.6% for the year. Services offered by licensees and registrants subject to regulation by the Department include loans to purchase a home or refinance a home or existing mortgage, second mortgage loans, home equity loans or lines of credit, and loans for other purposes to natural persons secured by a lien on Georgia residential property. A complete list of current licensees and registrants can be found on our website at: https://dbfweb.dbf.state.ga.us/WebMBData.html.
-18-

Other Licensees, Registrants, and Regulated Entities
MONEY SERVICE BUSINESSES (MSBs)
Check Cashers As of the end of 2005 there were 582 check cashers licensed or registered with the Department. There were 225 new companies licensed or registered to do a check cashing business in Georgia during the year and 73 companies either closed or did not renew their licenses during the year. This represents a net increase of 152 or 35.3% from the previous year.
A complete listing of currently licensed and registered check cashers can be found on our website at: https://dbfweb.dbf.state.ga.us/WebCCData.html.
Check Sellers The Department has been supervising companies which sell traveler's checks and money orders to people in Georgia since 1965. One new company was approved for licensing during 2005 and two licensees closed. At the end of the year 26 companies having a total of 11,887 agents throughout the state were licensed to do business in Georgia. There are only six in-state sale of check companies licensed with the Department. The other 21 companies are out-of-state companies licensed to operate in Georgia.
Money Transmitters Georgia laws implementing licensing requirements for money transmitters (Sections 7-1-680 through 7-1-689.1 of the Official Code of Georgia) became effective on 7/1/2003. At the end of 2005, 75 money transmitters having a total of 2,727 agents throughout the state were licensed to do business in Georgia. The year-end 2005 total represents a net increase of 8 from the previous year or 11.9%.
All State Banks, 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 and transmit money without obtaining a special license from the Department.
A complete listing of currently licensed money transmitters and sale of check companies can be found on our website at: https://dbfweb.dbf.state.ga.us/WebCCData.html.
-19-

Other Licensees, Registrants, and Regulated Entities
BANK HOLDING COMPANIES A total of 255 bank holding companies were registered with the Department at the end of 2005. The Department received 14 holding company formation applications during 2005. Thirteen of those received were approved during the year, and one was pending approval at year-end. Thirteen holding company acquisition applications were received during the year. Ten of those received were approved during the year, and three were pending approval at year-end. A complete listing of currently registered bank holding companies can be found on our website at: https://dbfweb.dbf.state.ga.us/WebHCData.html. FOREIGN BANKING ORGANIZATIONS At year-end, the number of International Bank Agencies licensed by the Department remained unchanged at four. Three out of the four International Bank Agencies operate as representative offices only, but maintain their license as an agency. During 2005 the number of Domestic International Banking Facilities remained unchanged. One new International Representative Office was registered during 2005, bringing the total to four. A complete listing of foreign banking organizations can be found on our website at: https://dbfweb.dbf.state.ga.us/WebINData.html. TRUST COMPANIES Trust activities continue to be conducted principally by bank trust departments. There is one state-chartered non-deposit trust company in Georgia that is an independent trust company (Reliance Trust Company, Atlanta, Georgia). REPRESENTATIVE OFFICES OF BANKS AND BANK HOLDING COMPANIES A representative office is an office established by a bank, a bank holding company, or an agent or subsidiary of either for the purpose of conducting other than a banking business, and is not considered a main office or a branch office. As of the end of 2005 there were 88 entities registered with the Department having representative offices operating in this state. A complete listing of representative offices of banks and bank holding companies can be found on our website at: https://dbfweb.dbf.state.ga.us/WebRepData.html.
-20-

COMPARATIVE REPORTS OF CONDITION OF STATE-CHARTERED BANKS IN GEORGIA
AS OF DECEMBER 31, 2005
WITH COMPARATIVE STATEMENTS AS OF YEAR-END 2004 AND 2003 (AMOUNTS IN MILLIONS)
At year-end 2005, there were 50 national banks with total assets of approximately $14.4 billion and 17 federal savings banks/thrifts with total assets of approximately $8.6 billion.
-21-

COMPARATIVE STATEMENT OF EARNINGS AND EXPENSES OF STATE-CHARTERED BANKS IN GEORGIA
AS OF DECEMBER 31, 2005
WITH COMPARATIVE STATEMENTS AS OF YEAR-END 2004 AND 2003 (AMOUNTS IN MILLIONS)
-22-

NAME OF BANK

STATE-CHARTERED BANKS*

BEGIN

TOTAL

CITY

BUSINESS

**ASSETS INTERNET ADDRESS

* Member of the Federal Reserve System

-23-

**Amounts in Thousands as of 12/31/2005

NAME OF BANK

STATE-CHARTERED BANKS*

BEGIN

TOTAL

CITY

BUSINESS

**ASSETS INTERNET ADDRESS

* Member of the Federal Reserve System

-24-

**Amounts in Thousands as of 12/31/2005

NAME OF BANK

STATE-CHARTERED BANKS*

BEGIN

TOTAL

CITY

BUSINESS

**ASSETS INTERNET ADDRESS

* Member of the Federal Reserve System

-25-

**Amounts in Thousands as of 12/31/2005

NAME OF BANK

STATE-CHARTERED BANKS*

BEGIN

TOTAL

CITY

BUSINESS

**ASSETS INTERNET ADDRESS

* Member of the Federal Reserve System

-26-

**Amounts in Thousands as of 12/31/2005

NAME OF BANK

STATE-CHARTERED BANKS*

BEGIN

TOTAL

CITY

BUSINESS

**ASSETS INTERNET ADDRESS

* Member of the Federal Reserve System

-27-

**Amounts in Thousands as of 12/31/2005

NAME OF BANK

STATE-CHARTERED BANKS*

BEGIN

TOTAL

CITY

BUSINESS

**ASSETS INTERNET ADDRESS

-28-

**Amounts in Thousands as of 12/31/2005

COMPARATIVE REPORTS OF CONDITION OF STATE-CHARTERED CREDIT UNIONS IN GEORGIA
AS OF DECEMBER 31, 2005
WITH COMPARATIVE STATEMENTS AS OF YEAR-END 2004 AND 2003 (AMOUNTS IN THOUSANDS)
At year-end 2005, there were 122 federal credit unions with total assets of approximately $5.1 billion.
-29-

COMPARATIVE STATEMENT OF EARNINGS AND EXPENSES OF STATE-CHARTERED CREDIT UNIONS IN GEORGIA
AS OF DECEMBER 31, 2005
WITH COMPARATIVE STATEMENTS AS OF YEAR-END 2004 AND 2003 (AMOUNTS IN THOUSANDS)
NOTE: Figures above do not include theCorporate Credit Union's Net Income.
-30-

NAME OF CREDIT UNION

STATE-CHARTERED CREDIT UNIONS

CITY

COUNTY

BEGIN BUSINESS

TOTAL **ASSETS PHONE#

-31-

**Amounts are in Thousands as of 12/31/2005

NAME OF CREDIT UNION

STATE-CHARTERED CREDIT UNIONS

CITY

COUNTY

BEGIN BUSINESS

TOTAL **ASSETS PHONE#

-32-

**Amounts are in Thousands as of 12/31/2005

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

NORTHSIDE BANCSHARES, INC. *Northside Bank

Adairsville Adairsville

MONTGOMERY COUNTY BANKSHARES, INC.

Ailey

*Montgomery Bank & Trust

Ailey

WHEELER BANCSHARES, INC.

Alamo

*Wheeler County State Bank

Alamo

ALAPAHA HOLDING COMPANY *Bank of Alapaha

Alapaha Alapaha

COMMUNITY CAPITAL BANCSHARES, INC. *Albany Bank & Trust, National Association AB&T National Bank

Albany Albany Dothan, AL

HERITAGE, MHC HERITAGE FINANCIAL GROUP *HeritageBank of the South

Albany Albany Albany

FOUR COUNTY BANCSHARES, INC. *The Four County Bank

Allentown Allentown

FIRST BANK SHARES OF THE SOUTH EAST, INC.

Alma

*First National Bank South

Alma

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

Alma Alma Baxley Kingsland Metter

INTEGRITY BANCSHARES, INC. *Integrity Bank

Alpharetta Alpharetta

NEIGHBORS BANCSHARES, INC. *Neighbors Bank

Alpharetta Alpharetta

NETBANK, INC. NetBank

Alpharetta Alpharetta

COMMUNITY NATIONAL BANCORPORATION *Community National Bank Florida Capital Bank, National Association

Ashburn Ashburn Tarpon Springs, FL

FIRST AMERICAN BANCORP *First American Bank and Trust Company

Athens Athens

NBG BANCORP, INC. *The National Bank of Georgia

Athens Athens

AMVESCAP PLC AMVESCAP National Trust Company

Atlanta Atlanta

APPROVED 09/19/2005 01/27/1987 08/22/2002 07/10/2003 04/12/1999
12/21/2004 12/21/2004 02/14/1989 06/11/1985 11/20/1980
07/28/2000 12/16/2002 04/12/1999 02/19/1990
04/02/1986 03/17/2000
**

* Lead Bank

-33-

** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

BUCKHEAD COMMUNITY BANCORP, INC. *The Buckhead Community Bank

Atlanta Atlanta

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

Atlanta Atlanta

CITIZENS BANCSHARES CORP. *Citizens Trust Bank

Atlanta Atlanta

COMMUNITY FINANCIAL SERVICES, INC. *The Bankers Bank

Atlanta Atlanta

CORNERSTONE BANCSHARES, INC. *CornerstoneBank

Atlanta Atlanta

EBANK FINANCIAL SERVICES, INC. *Ebank

Atlanta Atlanta

FIDELITY SOUTHERN CORPORATION *Fidelity Bank

Atlanta Norcross

FLAG FINANCIAL CORPORATION *Flag Bank

Atlanta Atlanta

GEORGIA BANKING COMPANY, INC. *Georgia Banking Company

Atlanta Atlanta

GEORGIA COMMERCE BANCSHARES, INC. *Georgia Commerce Bank

Atlanta Atlanta

GEORGIAN BANCORPORATION, INC. *Georgian Bank

Atlanta Atlanta

OMNI FINANCIAL SERVICES, INC. *Omni National Bank

Atlanta Atlanta

PIEDMONT BANCSHARES, INC. *Piedmont Bank of Georgia

Atlanta Atlanta

RELIANCE FINANCIAL CORPORATION *Reliance Trust Company

Atlanta Atlanta

SUMMIT BANK CORPORATION *The Summit National Bank

Atlanta Atlanta

SUNTRUST BANKS, INC. SUNTRUST BANK HOLDING COMPANY *SunTrust Bank First Market Bank, FSB First Mercantile Trust Company NBC Bank, FSB Salem Trust Company

Atlanta Orlando, FL Atlanta Memphis, TN Memphis, TN Memphis, TN Tampa, FL

APPROVED 01/27/1998 09/16/1998 07/01/1976 11/18/1985 07/10/2003 05/27/1998 12/18/1979 02/23/1994 09/24/2001 03/07/2003 07/23/2001 05/31/2005 06/28/2004 05/25/2001 09/11/1987 01/11/1985 10/19/1999

* Lead Bank

-34-

** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

UCB FINANCIAL GROUP, INC. *Atlanta Business Bank

Atlanta Atlanta

UNITED AMERICAS BANCSHARES, INC. *United Americas Bank, National Association

Atlanta Atlanta

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

Augusta Augusta

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

Augusta Augusta

BAINBRIDGE BANCSHARES, INC. *First National Bank of Decatur County

Bainbridge Bainbridge

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

Bainbridge Bainbridge

UNITED BANK CORPORATION *United Bank

Barnesville Zebulon

COMMUNITY BANK OF GEORGIA, INC. *Community Bank of Georgia

Baxley Baxley

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

Birmingham, AL Birmingham, AL Mableton

AMSOUTH BANCORPORATION *AmSouth Bank

Birmingham, AL Birmingham, AL

REGIONS FINANCIAL CORPORATION *Regions Bank

Birmingham, AL Birmingham, AL

PEOPLES BANKING CORPORATION *Peoples Bank

Blackshear Blackshear

SEASONS BANCSHARES, INC. *Seasons Bank

Blairsville Blairsville

UNITED COMMUNITY BANKS, INC. *United Community Bank United Community Bank Tennessee United Community Bank

Blairsville Blairsville Lenoir City, TN Murphy, NC

EARLY BANCSHARES, INC. *Bank of Early

Blakely Blakely

FIRST STATE BANCSHARES OF BLAKELY, INC. *First State Bank of Blakely

Blakely Blakely

HOMETOWN COMMUNITY BANCSHARES, INC. *Hometown Community Bank

Braselton

APPROVED 07/17/2002 07/07/1999 05/06/1997 11/27/1991 02/18/2004 08/11/1981 11/25/1981 11/14/2003 08/28/1998
** ** 02/28/1990 09/30/2002 02/04/1988
02/02/1993 06/13/1986 07/11/2005

* Lead Bank

-35-

** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

PCNB BANCSHARES, INC. *Peoples Community National Bank

Bremen Bremen

ATLANTIC NATIONAL CORPORATION *Atlantic National Bank

Brunswick Brunswick

FIRST HARALSON CORPORATION *First National Bank of Georgia

Buchanan Buchanan

GEORGIA TRUST BANCSHARES, INC.

Buford

*Georgia Trust Bank

Buford

NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC. *North Georgia National Bank

Calhoun Calhoun

CAMILLA BANCSHARES, INC. *Bank of Camilla

Camilla Camilla

FLINT RIVER BANCSHARES, INC. *Flint River National Bank

Camilla Camilla

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

Camilla Camilla

CHEROKEE BANKING COMPANY, INC. *Cherokee Bank, National Association
MCB FINANCIAL GROUP, INC. *McIntosh Commercial Bank
WGNB CORP. *West Georgia National Bank

Canton Canton
Carrollton Carrollton
Carrollton Carrollton

BARTOW BANCSHARES, INC. *Bartow County Bank

Cartersville Cartersville

CBB BANCORP *Century Bank of Bartow County

Cartersville Cartersville

UNITY HOLDINGS, INC. *Unity National Bank

Cartersville Cartersville

BANK OF AMERICA CORPORATION *Bank of America, National Association
NB HOLDINGS CORPORATION *Bank of America Georgia, National Association

Charlotte, NC Charlotte, NC Charlotte, NC Atlanta

BELK, INC. *Belk National Bank

Charlotte, NC Lawrenceville

THE CATO CORPORATION *Cedar Hill National Bank

Charlotte, NC Lawrenceville

APPROVED 08/20/2004 11/15/2000 03/06/1984 01/19/2005 05/17/2000 03/24/1992 06/09/2004 12/30/1980 06/11/1999 09/09/2002 08/12/1985 04/28/1983 02/27/2004 05/15/1998 12/12/1985 01/16/2001
** **

* Lead Bank

-36-

** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
WACHOVIA CORPORATION *Wachovia Bank, National Association

CITY
Charlotte, NC Charlotte, NC

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

Chatsworth Chatsworth

FIRST SECURITY GROUP, INC. *FSGBank, National Association

Chattanooga, TN Chattanooga, TN

FRONTIER NATIONAL CORPORATION *Frontier Bank

Chelsea, AL LaGrange

SBT BANCORP, INC. *Southern Bank & Trust

Clarkesville Clarkesville

SOUTHERN BANCSHARES, INC. *The Claxton Bank

Claxton Claxton

LIBERTY BANCORP OF GEORGIA, INC. *Rabun County Bank

Clayton Clayton

MOUNTAIN VALLEY BANCSHARES, INC. *Mountain Valley Community Bank

Cleveland Cleveland

CENTRAL GEORGIA BANKING COMPANY *State Bank of Cochran

Cochran Cochran

PEOPLESSOUTH BANCSHARES, INC. *PeoplesSouth Bank

Colquitt Colquitt

APPROVED **
03/03/1983 **
09/19/2002 11/22/2005 03/30/1998 05/12/1983 07/15/2005 05/08/2003 04/09/1991

FIRST CITIZENS BANCORPORATION, INC. *First-Citizens Bank and Trust Company, Inc.
SYNOVUS FINANCIAL CORP. Security Bank and Trust Company of Albany Bank of North Georgia Sumter Bank and Trust Company AFB&T First Commercial Bank The Coastal Bank of Georgia Georgia Bank & Trust Citizens Bank and Trust of West Georgia Cohutta Banking Company Cohutta Banking Company of Tennessee *Columbus Bank and Trust Company First Nation Bank Citizens & Merchants State Bank Community Bank and Trust of Southeast Alabama First Coast Community Bank The Citizens Bank First Commercial Bank of Huntsville Synovus Bank of Jacksonville The First National Bank of Jasper

Columbia, SC Columbia, SC
Columbus Albany Alpharetta Americus Athens Birmingham, AL Brunswick Calhoun Carrollton Chatsworth Chattanooga, TN Columbus Covington Douglasville Enterprise, AL Fernandina Beach, FL Fort Valley Huntsville, AL Jacksonville, FL Jasper, AL

** 07/01/1976

* Lead Bank

-37-

** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
SYNOVUS FINANCIAL CORP. (continued) Commercial Bank & Trust Company of Troup County Trust One Bank The National Bank of Walton County Sterling Bank The Bank of Nashville Bank of Coweta Peachtree National Bank Bank of Pensacola CB&T Bank of East Alabama Citizens First Bank Synovus Bank of Tampa Bay Sea Island Bank The National Bank of South Carolina Tallahassee State Bank Commercial Bank First Community Bank of Tifton The Bank of Tuscaloosa 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, N.A.

CITY
Columbus LaGrange Memphis, TN Monroe Montgomery, AL Nashville, TN Newnan Peachtree City Pensacola, FL Phenix City, AL Rome St. Petersburg, FL Statesboro Sumter, SC Tallahassee, FL Thomasville Tifton Tuscaloosa, AL Valdosta Valparaiso, FL Warner Robins Columbus Columbus

FREEDOM BANCSHARES, INC. *Freedom Bank of Georgia

Commerce Commerce

NBANK.CORP, INC. *NBANK, National Association

Commerce Commerce

EASTSIDE COMMERCIAL BANCSHARES, INC. *Eastside Commercial Bank
COMMUNITY BANKSHARES, INC. *Community Bank & Trust Community Bank and Trust - Troup Community Bank and Trust

Conyers Conyers
Cornelia Cornelia LaGrange Union Springs, AL

HABERSHAM BANCORP *Habersham Bank

Cornelia Clarkesville

TCB BANCSHARES, INC. *The Commercial Bank

Crawford Crawford

ALLIED BANCSHARES, INC. *First National Bank of Forsyth County

Cumming Cumming

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

Cumming Cumming

ALLIANCE BANCSHARES, INC.

Dalton

*Alliance National Bank

Dalton

APPROVED 07/01/1976
01/03/1995 10/03/2003 10/27/1981 10/24/2005 03/12/1981 12/05/1984 08/10/1989 02/24/2004 10/15/1996 05/23/2003

* Lead Bank

-38-

** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

FBD HOLDING COMPANY

Dalton

*First Bank of Dalton

Dalton

SAPELO BANCSHARES, INC. *Sapelo National Bank

Darien Darien

SOUTHEASTERN BANKING CORPORATION *Southeastern Bank

Darien Darien

DAWSON BANCSHARES, INC. *Bank of Dawson

Dawson Dawson

CHESTATEE BANCSHARES, INC. *Chestatee State Bank

Dawsonville Dawsonville

MOUNTAIN BANCSHARES, INC. *Mountain State Bank

Dawsonville Dawsonville

DECATUR FIRST BANK GROUP, INC. *Decatur First Bank

Decatur Decatur

HORIZON BANCORP, INC. *Haven Trust Bank

Decatur Decatur

DNB FINANCIAL SERVICES, INC. *Douglas National Bank

Douglas Douglas

FNC BANCORP, INC. *First National Bank of Coffee County
FIRST COMMERCE COMMUNITY BANKSHARES, INC. *First Commerce Community Bank

Douglas Douglas
Douglasville Douglasville

THORNTON HOLDING COMPANY, INC. *Douglas County Bank

Douglasville Douglasville

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

Dublin Cadwell McRae

MORRIS STATE BANCSHARES, INC.

Dublin

*The Morris State Bank

Dublin

COMMUNITY FINANCIAL HOLDING COMPANY, INC.

Duluth

*Gwinnett Community Bank

Duluth

THE PB FINANCIAL SERVICES CORPORATION

Duluth

*The Peachtree Bank

Duluth

NEW HORIZONS BANCSHARES, INC. *New Horizons Bank

East Ellijay East Ellijay

CITIZENS CORPORATION *Citizens Bank & Trust Company

Eastman Eastman

* Lead Bank

-39-

APPROVED 04/17/1995 07/11/2005 04/14/1981 09/19/1983 01/11/2000 03/31/2003 03/11/1997 10/11/2001 11/09/2001 03/19/1991 02/06/2003 12/17/1981 07/24/1979
05/24/1989 03/12/2002 05/21/1999 03/12/2004 01/15/1985 ** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

MAGNOLIA BANKSHARES, INC. *Bank of Eastman

Eastman Eastman

PEOPLES BANKSHARES, INCORPORATED *The Peoples Bank

Eatonton Eatonton

PUTNAM-GREENE FINANCIAL CORPORATION The Citizens Bank of Cochran *Farmers & Merchants Bank First Bank of Coastal Georgia The Farmers Bank
BOE BANCSHARES, INC. *The Bank of Edison
PINNACLE FINANCIAL CORPORATION *Pinnacle Bank

Eatonton Cochran Eatonton Pembroke Union Point
Edison Edison
Elberton Elberton

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

Ellaville Ellaville Americus Americus

APPALACHIAN BANCSHARES, INC.

Ellijay

*Appalachian Community Bank

Ellijay

SOUTHERN COMMUNITY BANCSHARES, INC. *Southern Community Bank

Fayetteville Fayetteville

TSB BANCORP, INC. *Talbot State Bank

Fayetteville Fayetteville

CBC HOLDING COMPANY *Community Banking Company of Fitzgerald

Fitzgerald Fitzgerald

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

Fitzgerald Ashburn Broxton Eastman Fitzgerald Quitman Rochelle Sylvester

COUNTRY BANK COMPANY *Monroe County Bank

Forsyth Forsyth

HOGAN INVESTMENTS I, INC. HOGAN INVESTMENTS, L.P. LAURENS BANCSHARES, INC. *Bank of Dudley

Forsyth Forsyth Dudley Dudley

CATOOSA BANCSHARES, INC. *Capital Bank

Fort Oglethorpe Fort Oglethorpe

APPROVED 08/08/1996 02/17/1984 04/03/1987
03/05/1984 12/05/2002 05/08/1981 05/27/1992 07/12/1996 10/24/2001 05/02/1988 02/20/1997 04/15/1983
02/25/1982 02/27/1998 02/27/1998 02/27/1998 12/15/1980

* Lead Bank

-40-

** Registered Holding Companies Only

NAME
FGBC BANCSHARES, INC. *First Georgia Banking Company
GB&T BANCSHARES, INC. First National Bank of Gwinnett *Gainesville Bank & Trust Community Trust Bank First National Bank of the South United Bank & Trust Company Home Town Bank of Villa Rica
NBOG BANCORPORATION, INC. *The National Bank of Gainesville
FIRST CITIZENS BANKSHARES, INC. *First Citizens Bank
GB BANK GROUP, INC. Tippins Bank & Trust Company *Glennville Bank
SOUTH GROUP BANCSHARES, INC. *South Georgia Bank
BANK OF THE SOUTH HOLDING COMPANY *BankSouth
MERIWETHER BANK SHARES, INC. *The Greenville Banking Company
CCB BANCSHARES, INC. *Citizens Community Bank
MID STATE BANKS, INC. *PlantersFIRST
SUNMARK BANCSHARES, INC. *SunMark Community Bank
HAZLEHURST INVESTORS, INC. *Bank of Hazlehurst
CHATUGE BANK SHARES, INC. *Bank of Hiawassee
LIBERTY SHARES, INC. *The Heritage Bank
FIRST GEORGIA COMMUNITY CORP. *First Georgia Community Bank
MCINTOSH BANCSHARES, INC. *McIntosh State Bank

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES
CITY
Franklin Franklin
Gainesville Duluth Gainesville Hiram Milledgeville Rockmart Villa Rica
Gainesville Gainesville
Glennville Glennville
Glennville Claxton Glennville
Glennville Glennville
Greensboro Greensboro
Greenville Greenville
Hahira Hahira
Hawkinsville Cordele
Hawkinsville Hawkinsville
Hazlehurst Hazlehurst
Hiawassee Hiawassee
Hinesville Hinesville
Jackson Jackson
Jackson Jackson

APPROVED 09/24/2004 04/22/1998
04/02/2001 12/16/1980 06/06/2005
12/17/1999 06/17/1985 07/18/1996 12/15/1982 03/05/1980 03/23/1987 11/06/2002 08/23/1995 10/24/1984 12/03/1996 04/24/1991

* Lead Bank

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** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

COMMUNITY BANKS OF GEORGIA, INC.

Jasper

*Community Bank of Pickens County

Jasper

CRESCENT BANKING COMPANY

Jasper

*Crescent Bank and Trust Company

Jasper

JBC BANCSHARES, INC.

Jasper

*Jasper Banking Company

Jasper

CCB FINANCIAL CORPORATION *Community Capital Bank

Jonesboro Jonesboro

CCF HOLDING COMPANY *Heritage Bank

Jonesboro Jonesboro

MAIN STREET BANKS, INC. *Main Street Bank

Kennesaw Covington

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

LaFayette LaFayette

FMB BANCSHARES, INC. *Farmers and Merchants Bank

Lakeland Lakeland

CAPITOL BANCORP LIMITED Peoples State Bank

Lansing MI Jeffersonville

FIRST SECURITY BANKSHARES, INC. *Northeast Georgia Bank

Lavonia Lavonia

BRAND GROUP HOLDINGS, INC. *The Brand Banking Company

Lawrenceville Lawrenceville

GBC BANCORP, INC. *Gwinnett Banking Company

Lawrenceville Lawrenceville

GWINNETT COMMERCIAL GROUP, INC. Lanier Community Bank *First Bank of the South

Lawrenceville Buford Lawrenceville

ROBINSON BANCSHARES, INC.

Lenox

*Bank of Lenox

Lenox

LINCOLN BANCSHARES, INC. *Farmers State Bank

Lincolnton Lincolnton

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

Lithonia Forsyth Lithonia Perry Swainsboro

TRIANGLE FINANCIAL GROUP, INC. *The Community Bank
* Lead Bank

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Loganville Loganville

APPROVED 04/17/2003 04/03/1992 07/10/1985 09/08/2005 05/12/1995 07/05/1994 01/03/1984 10/11/1984 03/10/2005 11/15/1983 05/06/2004 04/15/1997 02/01/2000
10/19/1998 12/03/1984 08/22/1980
03/05/2003 ** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
THE QUEENSBOROUGH CORPORATION *Queensborough National Bank & Trust Company

CITY
Louisville Louisville

APPROVED 11/18/1985

SOUTH GEORGIA BANKSHARES CORP. *Peoples Bank

Lyons

12/17/1980

Lyons

ATLANTIC SOUTHERN FINANCIAL GROUP, INC. *Atlantic Southern Bank

Macon

06/09/2004

Macon

SECURITY BANK CORPORATION Security Bank of Jones County *Security Bank of Bibb County Security Bank of Houston County Security Bank of North Metro

Macon Gray Macon Perry Woodstock

08/16/1994

MADISON BANK CORP. *Bank of Madison

Madison Madison

07/10/1985

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

Manchester Manchester

12/14/1984

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

Marietta Marietta Marietta

01/11/1996 12/22/1988

SOUTHERN BANCORP, INC. *Southern National Bank

Marietta Marietta

10/06/1998

ENTERPRISE BANKING COMPANY, INC. *Enterprise Banking Company

McDonough Abbeville

01/19/2005

FIRSTBANK FINANCIAL SERVICES, INC. *First Bank of Henry County

McDonough McDonough

01/10/2005

FIRST HORIZON NATIONAL CORPORATION First Tennessee Bank, N.A.

Memphis, TN

**

Memphis, TN

CENTURY BANCORP, INC. *Century Bank and Trust

Milledgeville Milledgeville

02/22/1993

EXCHANGE BANKSHARES, INC. *Exchange Bank

Milledgeville Milledgeville

10/05/1983

U.S. BANCORP U.S. Bank, National Association

Minneapolis, MN

**

Atlanta

THE COLONIAL BANCGROUP, INC. *Colonial Bank, National Association

Montgomery, AL

**

Montgomery, AL

MONTICELLO BANCSHARES, INC. *Bank of Monticello

Monticello Monticello

05/01/1996

FMB BANKING CORPORATION *Farmers and Merchants Bank
* Lead Bank

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Monticello, FL Monticello, FL

** ** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

ROYAL BANK OF CANADA RBC CENTURA BANKS, INC. RBC CENTURA BANK
*RBC Centura Card Bank

Montreal, Canada Rocky Mount, NC Rocky Mount, NC Atlanta

AMERIS BANCORP First National Bank of South Georgia The First Bank of Brunswick Cairo Banking Company Central Bank & Trust Merchants and Farmers Bank Southland Bank *American Banking Company First National Bank Heritage Community Bank Bank of Thomas County Citizens Security Bank Tri-County Bank
CITIZENS BANCSHARES, INC. Citizens Bank Wakulla

Moultrie Albany Brunswick Cairo Cordele Donalsonville Dothan, AL Moultrie Orange Park, FL Quitman Thomasville Tifton Trenton, FL Crawfordville, FL Crawfordville, FL

SOUTHWEST GEORGIA FINANCIAL CORPORATION *Southwest Georgia Bank

Moultrie Moultrie

HEART OF GEORGIA BANCSHARES, INC. *Mount Vernon Bank

Mount Vernon Mount Vernon

THE NASHVILLE HOLDING COMPANY *The Citizens Bank

Nashville Nashville

NEWNAN COWETA BANCSHARES, INC. *Neighborhood Community Bank

Newnan Newnan

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

Norcross Norcross Norcross

LAURITZEN CORPORATION FIRST NATIONAL OF NEBRASKA, INC.
INFICORP HOLDINGS, INC. *InfiBank, N.A.

Omaha, NE Omaha, NE Atlanta Atlanta

SOUTH GEORGIA BANK HOLDING COMPANY *South Georgia Banking Company

Omega Omega

PATTERSON BANKSHARES, INC. *The Patterson Bank

Patterson Patterson

GEORGIA BANCSHARES, INC. *The Bank of Georgia

Peachtree City Peachtree City

SUM FINANCIAL CORPORATION *The Citizens Exchange Bank

Pearson Pearson

APPROVED 10/16/1998 04/20/2000 04/20/2000 03/23/1981
11/30/2004 11/18/1980 09/08/1995 05/16/1985 07/25/2001 05/12/1997 09/14/1989 08/14/2003 07/05/2000 07/23/1997 01/19/1999 01/17/1986 05/15/2001 11/23/1998

* Lead Bank

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** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME
PBC BANCSHARES, INC. *Pelham Banking Company

CITY
Pelham Pelham

FIRST PEOPLES BANKSHARES, INC. *First Peoples Bank

Pine Mountain Pine Mountain

FIRST CITIZENS BANCSHARES, INC. IronStone Bank

Raleigh, NC Fort Myers, FL

TATTNALL BANCSHARES, INC. *The Tattnall Bank

Reidsville Reidsville

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

Reynolds Dawson Donalsonville Reynolds

GATEWAY BANCSHARES, INC. *Gateway Bank & Trust

Ringgold Ringgold

NW SERVICES CORPORATION *Northwest Georgia Bank
GREATER ROME BANCSHARES, INC. *Greater Rome Bank

Ringgold Ringgold
Rome Rome

HERITAGE FIRST BANCSHARES, INC. DeKalb Bank *Heritage First Bank

Rome Crossville, AL Rome

ROSSVILLE BANKSHARES, INC. *Rossville Bank

Rossville Rossville

AMERICAN SOUTHERN BANCORP, INC. *American Southern Bank
AMERICAN TRUST BANCORP *American Trust Bank

Roswell Roswell
Roswell Roswell

SARDIS BANKSHARES, INC.

Sardis

*Southern Bank

Sardis

CARVER FINANCIAL CORPORATION *The Carver State Bank

Savannah Savannah

COASTAL BANKSHARES, INC. *The Coastal Bank

Savannah Savannah

FCB FINANCIAL CORPORATION, INC. *First Chatham Bank

Savannah Savannah

FOLKSTON INVESTORS, LLC FIRST NATIONAL CORPORATION
*First National Bank

Savannah Folkston Savannah

APPROVED 10/25/1990 07/12/1995
** 03/03/1986 10/25/1984
02/29/1996 12/14/1983 03/27/1995 09/20/2001
08/13/1984 05/31/2005 05/07/2003 11/05/1986 06/26/2003 07/07/1982 01/15/2002 02/20/2002 07/17/1995

* Lead Bank

-45-

** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

THE SAVANNAH BANCORP, INC. Bryan Bank & Trust *The Savannah Bank, National Association

Savannah Richmond Hill Savannah

FMCB HOLDINGS, INC. *Farmers and Merchants Community Bank

Senoia Senoia

CBS FINANCIAL CORPORATION *Community Bank of the South

Smyrna Smyrna

GEORGIA CENTRAL BANCSHARES, INC. *Georgia Central Bank

Social Circle Social Circle

SOPERTON BANCSHARES, INC. *The Bank of Soperton

Soperton Soperton

CITIZENS EFFINGHAM BANCSHARES, INC. *Citizens Bank of Effingham

Springfield Springfield

FIRST SOUTHERN BANCORP *First Southern National Bank

Statesboro Statesboro

FMB EQUIBANC, INC. *Farmers & Merchants Bank
FIRSTCITY BANCORP, INC. *FirstCity Bank
HENRY COUNTY BANCSHARES, INC. *The First State Bank
QUANTUM CAPITAL CORPORATION *Quantum National Bank
SWAINSBORO BANKSHARES, INC. *The Citizens Bank of Swainsboro
SCREVEN BANCSHARES, INC. *Farmers and Merchants Bank
CAPITAL CITY BANK GROUP, INC. *Capital City Bank
SOUTHCREST FINANCIAL GROUP, INC. The First National Bank of Polk County *Bank of Upson
WCG BANCSHARES, INC. *West Central Georgia Bank
THOMASVILLE BANCSHARES, INC. *Thomasville National Bank

Statesboro Statesboro
Stockbridge Stockbridge
Stockbridge Stockbridge
Suwanee Suwanee
Swainsboro Swainsboro
Sylvania Sylvania
Tallahassee, FL Tallahassee, FL
Thomaston Cedartown Thomaston
Thomaston Thomaston
Thomasville Thomasville

APPROVED 07/09/1990
02/23/1998 11/12/2003 09/06/1984 08/26/1988 11/10/1997 12/07/2001 07/18/2000 10/29/2001 03/07/1983 12/18/1995 05/27/1992 10/15/1990
** 10/23/1996
12/10/1982 08/22/1995

* Lead Bank

-46-

** Registered Holding Companies Only

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES

NAME

CITY

TAG BANCSHARES, INC. *Citizens Bank & Trust

Trenton Trenton

TRI-STATES BANKSHARES, INC. *Bank of Dade

Trenton Trenton

SUMMERVILLE/TRION BANCSHARES, INC. *First National Bank of Chattooga County

Trion Summerville

DURDEN BANKSHARES, INC. *Durden Banking Company, Incorporated

Twin City Twin City

PAB BANKSHARES, INC. *The Park Avenue Bank
THE LANGDALE COMPANY LANGDALE INDUSTRIES, INC. LOWNDES BANCSHARES, INC. *Commercial Banking Company

Valdosta Valdosta
Valdosta Valdosta Hahira Hahira

ALTAMAHA BANCSHARES, INC. *Altamaha Bank and Trust Company

Vidalia Uvalda

DBT HOLDING COMPANY *Darby Bank & Trust Co.

Vidalia Vidalia

DOOLY BANCSHARES, INC. *Bank of Dooly

Vienna Vienna

COMMUNITY BANCSHARES OF WEST GEORGIA, INC. *Community Bank of West Georgia

Villa Rica Villa Rica

WASHINGTON/WILKES HOLDING COMPANY *Farmers and Merchants Bank

Washington Washington

NORTH GEORGIA BANCORP, INC. *North Georgia Bank

Watkinsville Watkinsville

OCONEE FINANCIAL CORPORATION *Oconee State Bank

Watkinsville Watkinsville

JONES BANCSHARES, L.P. PRIMESOUTH BANCSHARES, INC. *PrimeSouth Bank
WB&T BANKSHARES, INC. Guardian Bank *Waycross Bank & Trust

Waycross Blackshear Blackshear
Waycross Valdosta Waycross

FIRST BURKE BANKING COMPANY *First National Bank of Waynesboro

Waynesboro Waynesboro

ATKINSON COUNTY BANKSHARES CORPORATION *The Peoples Bank
* Lead Bank

-47-

Willacoochee Willacoochee

APPROVED 06/28/1991 04/27/1982 02/14/1986 02/07/1996 08/02/1982 10/19/1995 10/19/1995 09/16/1985 11/03/1980 01/26/1990 04/03/1985 01/21/2003 03/20/1986 03/31/2003 10/13/1998 10/29/1993 12/18/1990 11/22/1989
02/26/1986 09/18/1980 ** Registered Holding Companies Only

NAME
PEOPLES HOLDING COMPANY *The Peoples Bank
BB&T CORPORATION BB&T Bankcard Corporation *Branch Bank and Trust Company
WOODBURY BANCSHARES, INC. *The Woodbury Banking Company
FIRST CHEROKEE BANCSHARES, INC. *First Cherokee State Bank
UNITED SECURITY BANCSHARES, INC. *United Security Bank
CSRA BANK CORP. *First State Bank
WRIGHTSVILLE BANCSHARES, INC. *Bank of Wrightsville

BANK HOLDING COMPANIES AND THEIR BANK SUBSIDIARIES
CITY
Winder Winder
Winston-Salem, NC Columbus Winston-Salem, NC
Woodbury Woodbury
Woodstock Woodstock
Woodstock Sparta
Wrens Wrens
Wrightsville Wrightsville

APPROVED 11/17/1983 05/26/1998
12/08/1983 12/20/1988 02/21/1984 05/14/1990 11/03/1986

* Lead Bank

-48-

** Registered Holding Companies Only

SALE OF CHECK & MONEY TRANSMITTER LICENSEES
AS OF DECEMBER 31, 2005
-49-

SALE OF CHECK & MONEY TRANSMITTER LICENSEES
AS OF DECEMBER 31, 2005
-50-

FOREIGN BANKING ORGANIZATIONS DOING BUSINESS IN GEORGIA

INTERNATIONAL BANK AGENCIES

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

FOREIGN LOCATION Toronto, Ontario, Canada

The Bank of Tokyo-Mitsubishi, Ltd * Georgia-Pacific Center, Suite 3450 133 Peachtree Street, NE Atlanta, GA 30309-1808

Tokyo, Japan

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

Frankfurt, Germany

KBC Bank N.V. * Marquis One Tower - Peachtree Center 245 Peachtree Center Avenue, Ste. 2550 Atlanta, Georgia 30303

Brussels, Belgium

* Operate as a Representative Office but maintain an Agency license.

AGENT, TELEPHONE DATE PERMIT ISSUED Chris Allen Vice President 404-877-1500 May 27, 1977
Shoichi Shimono General Manager 404-577-2960 April 1, 1996
Harry P. Yergey Senior Vice President & Manager 404-888-6500 October 31, 1978
Nancy D. Halwig Vice President/Regional Manager 404-584-5466 March 20, 1980

INTERNATIONAL BANK FACILITIES
NAME AND ADDRESS SunTrust Bank SunTrust Robinson Humphrey Capital Markets International Division 303 Peachtree Street, NW Suite 2300, M/C 3912 Atlanta, Georgia 30308

AGENT, TELEPHONE DATE PERMIT ISSUED Jeff Warner VP/Director, Foreign Exchange (404) 724-3480 February 2, 1982

INTERNATIONAL REPRESENTATIVE OFFICES
Parent Allied Irish Banks, PLC Ireland
BNP Paribas France
Cooperative Centrale Raiffeisen-Boerenleenbank B.A. The Netherlands
Mizuho Corporate Bank, Ltd. Tokyo, Japan

Corporation Doing Business in Georgia Allied Irish Bank Atlanta
BNP Paribas Atlanta
Rabobank Nederland Atlanta
Mizuho Corporate Bank, Ltd. Atlanta, GA

-51-

DOMESTIC REPRESENTATIVE OFFICES
OUT OF STATE REPRESENTATIVE OFFICES

COMPANY REGISTERED American Express Bank, Ltd. Bank of the West Capital Guardian Trust Company CBT Holding Company Center Bank Charles Schwab Bank, N. A. Citicorp Services, Inc. Comerica Bank Community South Bank Community West Bank, NA Compass Bank Crestmark Bank Detroit Commerce Bank Deutsche Bank AG FBOP Corporation Financial Federal Savings Bank First Coast Community Bank First Financial Bank First Mariner Bank First Mutual Bank Foster Bank Franklin Bank S. S. B. Fremont General Corporation Gulf Coast Bank & Trust Company Harris N.A. Household Finance Corporation III Imperial Capital Bank LaSalle Bank, N.A. Magnet Bank MBNA Corporation Mellon Bank Corporation Merrill Lynch Credit Corporation Nara Bank Nexity Financial Corporation Silicon Valley Bank State Street Corporation TIB The Independent BankersBank

CITY NEW YORK SAN FRANCISCO LOS ANGELES NEW ORLEANS LOS ANGELES SAN FRANCISCO NEW YORK DETROIT KNOXVILLE GOLETA BIRMINGHAM TROY DETROIT NEW YORK OAK PARK MEMPHIS FERNANDINA BEACH EL DORADO ANNAPOLIS BELLEVUE CHICAGO WACO BREA NEW ORLEANS CHICAGO PROSPECT HEIGHTS LA JOLLA CHICAGO SALT LAKE CITY WILMINGTON PITTSBURGH JACKSONVILLE LOS ANGELES BIRMINGHAM SANTA CLARA BOSTON IRVING
-52-

STATE NY CA CA LA CA CA NY MI TN CA AL MI MI NY IL TN FL AR MD WA IL TX CA LA IL IL CA IL UT DE PA FL CA AL CA MA TX

REGISTRATION DATE 3/2/2004 11/24/2005 1/22/1992 7/16/2003 7/30/2004 3/10/2005 2/1/1989 10/24/2003 11/30/2004 3/6/2004 2/13/1992 9/8/2005 6/20/2002 11/14/1997 3/9/2005 3/24/1994 1/11/2002 4/23/2004 2/6/2004 3/31/2005 6/29/2000 5/3/2003 11/14/1998 5/7/1993 7/9/1998 2/1/1989 12/12/2003 6/5/1993 10/18/2005 11/23/1991 5/2/1990 12/21/1995 2/2/2002 1/12/2000 4/17/1997 1/21/1989 1/7/2005

DOMESTIC REPRESENTATIVE OFFICES
OUT OF STATE REPRESENTATIVE OFFICES (Continued)

COMPANY REGISTERED UBS Securities LLC United Central Bank UPS Capital Business Credit Webster Bank, FSB Wells Fargo & Company Western Financial Bank Wilshire State Bank Zions Bancorporation
OUT OF STATE TRUST PRODUCTION OFFICES

CITY STAMFORD GARLAND HARTFORD NEW YORK SAN FRANCISCO IRVINE LOS ANGELES SAN DIEGO

COMPANY REGISTERED Argent Financial Group, Inc. Atlantic Trust Company, N.A. Bessemer Trust Company, N.A. Diversified Trust Company Exeter Trust Company F & M Holding Company, Inc. Heritage Trust Company Northern Trust Corporation The Bank of New York Company, Inc.
IN-STATE REPRESENTATIVE OFFICES

CITY RUSTON NEW YORK NEW YORK MEMPHIS EXETER MANCHESTER OKLAHOMA CITY CHICAGO NEW YORK

STATE CT TX CT NY CA CA CA CA

REGISTRATION DATE 12/21/2000 3/10/2005 11/9/2001 8/20/2002 8/28/2002 7/20/2004 4/29/2005 10/24/2000

STATE LA NY NY TN NH GA OK IL NY

REGISTRATION DATE 1/31/2004 10/16/1999 10/14/1998 11/14/2001 8/15/1997 2/11/2005 7/1/2003 5/2/2003 5/4/2002

COMPANY REGISTERED Atlanta Business Bank Bank of Hiawassee Citizens Bank & Trust Company Community Bank & Trust Community Bank & Trust - West Georgia Crescent Bank & Trust Darby Bank & Trust Company

CITY ATLANTA HIAWASSEE EASTMAN CORNELIA LAGRANGE JASPER VIDALIA

STATE GA GA GA GA GA GA GA

REGISTRATION DATE 9/16/2003 7/30/2004 7/27/2004 3/7/2003 12/5/2002 2/26/2004 10/6/2004

-53-

DOMESTIC REPRESENTATIVE OFFICES
IN-STATE REPRESENTATIVE OFFICES (Continued)

COMPANY REGISTERED Farmers and Merchants Bank First Capital Bank First Georgia Community Corp. First Nation Bank First Security Corporation FirstCity Bank FLAG Financial Corporation FMCB Holdings, Inc. Georgia Bank & Trust Georgia Bank & Trust Co. of Augusta Georgia State Bank HomeTown Bank of Villa Rica Horizon Bank Integrity Bank Main Street Banks, Inc. McIntosh State Bank Montgomery Bank & Trust Mountain Valley Community Bank Neighborhood Community Bank PlantersFirst Rivoli Bank and Trust SouthBank Southern Community Bank The First National Bank of Barnesville The Park Avenue Bank United Community Bank Wilkinson County Bank

CITY LAKELAND NORCROSS JACKSON COVINGTON NORCROSS STOCKBRIDGE UNADILLA SENOIA CALHOUN AUGUSTA MABLETON VILLA RICA DULUTH ALPHARETTA COVINGTON JACKSON AILEY CLEVELAND NEWNAN CORDELE MACON WOODSTOCK FAYETTEVILLE BARNESVILLE VALDOSTA BLAIRSVILLE IRWINTON

STATE GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA GA

REGISTRATION DATE 11/19/2005 2/11/2005 3/24/2004 8/3/2004 2/4/2000 9/29/2005 12/6/2000 10/18/2005 4/7/2004 10/4/2000 2/6/2004 8/3/2004 2/25/2000 10/19/2004 1/27/2005 6/25/2005 1/11/2003 4/2/2005 4/8/2003 8/30/2005 2/19/2004 2/26/2004 3/24/2004 7/20/2005 9/8/2001 12/6/2001 1/19/2001

-54-

Department of Banking and Finance
2990 Brandywine Road, Suite 200 Atlanta, GA 30341-5565
Phone: (770) 986-1633 or Toll-free (888) 986-1633 Fax: (770) 986-1654 or (770) 986-1655 Internet site: http://www.gadbf.org
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