ITEM 1. BUSINESS
CBT Corporation ("CBT"), is a multi-bank holding corporation, registered under the Bank Holding Company Act of 1956 ("the Act"), as amended. It was organized under the laws of the Commonwealth of Kentucky in March 1983. CBT maintains its principal headquarters in Paducah, Kentucky. It is the parent company of four banks, the Bank of Marshall County ("BMC"), Citizens Bank & Trust Company ("Citizens"), Graves County Bank ("GCB"), and Pennyrile Citizens Bank and Trust Company ("PCB"), and one federal savings bank, United Commonwealth Bank, FSB ("UCB"). Fidelity Credit Corporation ("FCC"), a consumer finance company, is a wholly-owned subsidiary of Citizens. United Commonwealth Service Corporation ("UCSC"), which provides brokerage services to customers, is a wholly-owned subsidiary of UCB. CBT provides financial services primarily in western Kentucky through its 18 bank locations, with the consumer finance company having 27 locations throughout Kentucky. At December 31, 1996, CBT had total consolidated assets of $960.6 million, total loans net of unearned interest of $687.2 million and total stockholders' equity of $110.2 million. CBT had 442 full-time equivalent employees at December 31, 1996.
CBT offers its products through direct mail as well as through its 45 locations. To meet the data processing needs of its banks, CBT uses the services of a third party vendor.
CBT has acquired banks and branches over the last three years as a part of an overall strategy to expand its base of business. The Corporation will continue to pursue appropriate acquisition opportunities.
CITIZENS BANK & TRUST COMPANY OF PADUCAH
Citizens was authorized to commence business in 1888 and conducts a general banking business encompassing most of the services, both commercial and consumer, which banks may lawfully provide, including the acceptance of demand, savings, and time deposits; the making of commercial, consumer, mortgage and credit card loans; personal and corporate trust services, safe deposit facilities, and correspondent banking services. Additional services include providing brokerage services through a strategic alliance with J C Bradford & Co., a Nashville, Tennessee-based regional brokerage firm. While primarily serving customers in the Paducah and McCracken County area, Citizens' market area also includes several other counties in western Kentucky and nearby southern Illinois. At December 31, 1996 before intercompany eliminations, Citizens had total assets of approximately $613.9 million.
Citizens conducts business in its principal office at 333 Broadway, Paducah, Kentucky and in 5 branch locations located within McCracken County.
Citizens is also the sole shareholder of Fidelity Credit Corporation, described on the following page.
FIDELITY CREDIT CORPORATION
FCC, a Kentucky corporation, engages in the business of making consumer loans, both secured and unsecured. FCC operates under the Consumer Loan Act and Industrial Loan Act of Kentucky. In addition to its corporate office in Paducah, FCC operates 27 offices throughout Kentucky. Two new FCC offices were opened in 1996.
FCC's operations are primarily financed by short and long-term borrowings from two regional institutions. In 1996, Citizens provided a portion of FCC's short term funding. CBT guaranteed a portion of FCC's borrowings from the regional institutions. At December 31, 1996, before intercompany eliminations, FCC had total assets of approximately $33.5 million.
PENNYRILE CITIZENS BANK AND TRUST COMPANY
PCB, organized in 1976, is a full-service commercial bank which provides services similar to that of Citizens. PCB's principal office is located at 2800 Fort Campbell Boulevard in Hopkinsville and has three additional branches located within Christian County. At December 31, 1996, before intercompany eliminations, PCB had total assets of approximately $74.4 million.
BANK OF MARSHALL COUNTY
BMC, organized in 1903, is a full service commercial bank which provides services similar to that of Citizens. BMC's principal office is located in Benton, Kentucky and it has two branches located in Draffenville and Gilbertsville, Kentucky. At December 31, 1996, before intercompany eliminations, BMC had total assets of approximately $156.9 million.
GRAVES COUNTY BANK
GCB, organized in 1898, is a full service commercial bank which provides services similar to that of Citizens. GCB has four locations in Graves County, Kentucky and maintains its main office in Mayfield, Kentucky. At December 31, 1996 GCB had assets, before inter-company eliminations, of $46.3 million.
UNITED COMMONWEALTH BANK, F.S.B.
UCB, located in Murray, Kentucky, is a federal savings bank chartered on September 8, 1992 and opened on September 14, 1992. UCB provides the full range of banking activities typically associated with a commercial bank. In the fourth quarter of 1995, UCB formed UCSC, a wholly-owned subsidiary, for the purposes of providing brokerage services to customers through the J. C. Bradford alliance. At December 31, 1996, UCB had assets, before intercompany eliminations, of $52.2 million.
SUPERVISION AND REGULATION
BANK HOLDING COMPANIES AND SAVINGS AND LOAN HOLDING COMPANIES As a registered bank holding company, CBT is regulated under the Act and is subject to supervision and regular inspection by the Board of Governors of the Federal Reserve System ("Federal Reserve Board"). The Act requires, among other things, the prior approval of the Federal Reserve Board in any case where CBT proposes to (i) acquire all or substantially all of the assets of any bank, (ii) acquire direct or indirect ownership or control of more than 5 percent of the voting shares of any bank or (iii) merge or consolidate with any bank holding company.
Under the Act, CBT is prohibited, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any non-banking corporation. Further, CBT may not engage in any business other than managing and controlling banks or furnishing certain specified services to subsidiaries, and may not acquire voting control of non-banking corporations except those corporations engaged in businesses or furnishing services which the Federal Reserve Board deems to be so closely related to banking as "to be a proper incident thereto." The Federal Reserve Board has determined that a number of activities meet this standard including making and servicing loans; performing certain fiduciary functions; leasing real and personal property; underwriting and dealing in government obligations and certain money market instruments; underwriting and dealing, to a limited extent, in corporate debt obligations and other securities that banks may not deal in; providing foreign exchange advisory and transactional services; and owning, controlling or operating a savings association, if the savings association engages only in deposit-taking activities and lending and other activities that are permissible for bank holding companies. The Board, from time to time, may revise the list of permitted activities.
Bank holding companies and their subsidiary banks are also subject to the provisions of the Community Reinvestment Act of 1977, as amended ("CRA"). Under the CRA, each subsidiary bank's record in meeting the credit needs of the community served by the bank, including low- and moderate-income neighborhoods, is annually assessed by that bank's primary regulatory authority. When a bank holding company applies for approval to acquire a bank or other bank holding company, the Federal Reserve Board will review the assessment of each subsidiary bank of the applicant bank holding company, and such records may be the basis for denying the application.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Banking Act") has removed state law barriers to interstate bank acquisitions and, effective June 1, 1997, will permit the consolidation of interstate banking operations. Under the Interstate Banking Act, adequately capitalized and managed bank holding companies may now acquire banks in any state, subject to CRA compliance, compliance with federal and state antitrust laws and deposit concentration limits, and subject to any state laws restricting the acquisition of a bank that has not been in existence for a minimum time period (up to five years). In addition, the Interstate Banking Act also permits any bank that is controlled by a bank holding company to act as agent for any affiliated financial institution in deposit and loan transactions, regardless of whether the institutions are located in the same or different states. The Interstate Banking Act's interstate branching provisions will become operative on June 1, 1997, although any state can, prior to that time, adopt legislation to accelerate interstate branching or prohibit it completely. Effective June 1, 1997, subject to the receipt of prior regulatory approval, the interstate branching provisions and implementing Kentucky legislation will permit Kentucky banks to merge across state lines, provided the acquired bank has been in existence for at least five years and a 15% deposit concentration limit is not exceeded.
Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to each of its subsidiary banks and to commit resources, including capital funds during periods of financial stress, to support each such bank. Although this "source of strength" policy has been challenged in litigation, the Federal Reserve Board continues to take the position that it has the authority to enforce it. Consistent with its "source of strength" policy for subsidiary banks, the Federal Reserve Board has stated that, as a matter of prudent banking, a bank holding company generally should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fund fully the dividends, and the prospective rate of earnings retention appears to be consistent with the company's capital needs, asset quality and overall financial condition.
SUBSIDIARY BANKS CBT's subsidiary banks are subject to supervision and examination by applicable federal and state banking agencies. UCB is also subject to supervision and examination by the Office of Thrift Supervision ("OTS"). All of the subsidiary banks are insured by, and therefore subject to regulations of, the Federal Deposit Insurance Corporation ("FDIC"), and are also subject to requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. Numerous consumer laws and regulations also affect the operations of the bank subsidiaries including, among others, disclosure requirements, anti-discrimination provisions, and substantive contractual limitations with respect to deposit accounts. The banking agencies, together with the Departments of Justice and Housing and Urban Development, have announced that they intend to enforce more rigorously compliance with community reinvestment, anti-discrimination and other fair lending laws and regulations. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control money supply and credit availability in order to influence the economy.
The FDIC, in the case of CBT's commercial bank subsidiaries, and the FDIC or OTS, in the case of UCB, have the authority to prohibit any such institution from engaging in an unsafe or unsound practice in conducting its business. The payment of dividends, depending upon the financial condition of the institution in question, could be deemed to constitute such an unsafe or unsound practice, and the regulatory agencies have indicated their view that it generally would be an unsafe and unsound practice to pay dividends except out of current operating earnings. The ability of the institutions to pay dividends in the future is presently, and could be further influenced, among other things, by applicable capital guidelines or by bank regulatory and supervisory policies.
The ability of a banking institution to make funds available to its parent company is also subject to restrictions imposed by federal law. Generally, no bank subsidiary may extend credit to the parent company on terms and under circumstances which are not substantially the same as comparable extensions of credit to non-affiliates. No extension of credit may be made to the parent company which is in excess of 10 percent of the capital stock and surplus of such bank subsidiary or in excess of 20 percent of the capital and surplus of such bank subsidiary as to aggregate extensions of credit to the parent company and its subsidiaries. In certain circumstances, federal regulatory authorities may impose more restrictive limitations. Such extensions of credit, with limited exceptions, must be fully secured by collateral.
CBT's bank subsidiaries are also subject to the "cross-guarantee" provisions of federal law which provide that if one depository institution subsidiary of a multi-bank holding company fails or requires FDIC assistance, the FDIC may assess a commonly controlled depository institution for the actual or estimated losses suffered by the FDIC. Such liability could have a material adverse effect upon the financial condition of any assessed bank and its parent company. While the FDIC's claim is junior to the claims of depositors, holders of secured liabilities, general creditors and subordinated creditors, it is superior to the claims of shareholders and affiliates.
The federal banking agencies possess broad powers to take corrective action as deemed appropriate for an insured depository institution and its holding company. The extent of these powers depends upon whether the institution in question is considered "well capitalized", "adequately capitalized", "undercapitalized" or "critically undercapitalized". At December 31, 1996, all of the subsidiaries exceeded the required ratios for classification as "well capitalized." Generally, as an institution is deemed to be less well capitalized, the scope and severity of the agencies' powers increase. The agencies' corrective powers can include, among other things, requiring an insured financial institution to adopt a capital restoration plan which cannot be approved unless guaranteed by the institution's parent holding company; placing limits on asset growth and restrictions on activities; placing restrictions on transactions with affiliates; restricting the interest rate the institution may pay on deposits; prohibiting the institution from accepting deposits from correspondent banks; prohibiting the payment of principal or interest on subordinated debt; prohibiting the holding company from making capital distributions without prior regulatory approval; and, ultimately, appointing a receiver for the institution. Business activities may also be influenced by an institution's capital classification. For instance, only a "well capitalized" depository institution may accept brokered deposits without regulatory approval and an "adequately capitalized" depository institution may accept brokered deposits only with prior regulatory approval. For additional information about capital for CBT and its principal subsidiaries, see Note 10 on page 43 of this document.
NON-BANK SUBSIDIARIES Fidelity Credit Corporation is subject to regulatory restrictions imposed by federal and state regulatory agencies, with respect to consumer and other laws.
GOVERNMENTAL POLICIES
The operations of financial institutions may be affected by legislative changes. For example, Congress is presently considering various administrative and legislative proposals, including proposals to consolidate the bank regulatory agencies and to amend various consumer protection laws. In addition, Congress is considering various issues relating to the separation of banking and commerce including, for example, the repeal of the Glass Stegall Act.
Financial institutions' operations also may be affected by the policies of various regulatory authorities. In particular, bank holding companies and their subsidiaries are affected by the credit policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the national supply of bank credit. Among instruments of monetary policy used by the Federal Reserve Board to implement its objectives are: open market operations in U.S. Government securities; changes in the discount rate on bank borrowings; and changes in reserve requirements on bank deposits.
These instruments of monetary policy are used in varying combinations to influence the overall level of bank loans, investments and deposits, the interest rates charged on loans and paid for deposits, the price of the dollar in foreign exchange markets, and the level of inflation. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banking institutions in the past and are expected to continue to do so in the future. It is not possible to predict the nature of future changes in monetary and fiscal policies, or the effect that they may have on CBT's business and earnings.
COMPETITION
Bank holding companies and their subsidiaries are subject to intense competition from various financial institutions and other companies or firms that engage in similar activities. CBT's banking subsidiaries compete for deposits with other commercial banks, savings banks, savings associations, insurance companies, credit unions and issuers of commercial paper and other securities, such as shares in money market funds. In making loans, the Banks compete with other commercial banks, savings banks, savings associations, consumer finance companies, credit unions, leasing companies and other lenders. In providing trust services, brokerage services and money management services, CBT competes with other commercial banks, trust companies, brokerage houses, mutual fund managers and insurance companies. Many such competitors have substantial resources and operations which are national or international in scope.
STATISTICAL INFORMATION
Specific financial information required to be included under Item I of this Form 10-K is incorporated herein by reference to the Annual Report to Shareholders for the fiscal year ended December 31, 1996, and listed below along with a page reference where the information can be found in the Annual Report to Shareholders:
ANNUAL REPORT DESCRIPTION OF FINANCIAL INFORMATION REQUIRED REFERENCE PAGE
Three Year Average Balance and Net Interest Analysis 24
Analysis of Changes in Net Interest Income 23
Carrying Value of Investment Securities 37
Carrying Value of Securities Available for Sale 37
Maturity Distribution of Securities Available for Sale 38
Loan Portfolio 26
Contractual Loan Maturities and Interest Sensitivity 28
Non-performing Assets 27
Impact of Non-accrual Loans on Interest Income 38
Allowance for Loan Losses 38
Average Deposits and Rates Paid 24
Maturity of Time Deposits of $100,000 or More 28
Return on Equity and Assets 22
Short-Term Borrowings 40
ITEM 2.
ITEM 2. PROPERTIES
The executive and administrative offices of CBT and the main office of Citizens consists of six floors of the ten story building known as Citizens Bank Building, which is located in downtown Paducah, Kentucky with a street address of 333 Broadway. Citizens owns the Citizens Bank Building and properties on which all its branches are located. PCB, GCB, and BMC own their main respective office and land. All other branch locations of Citizens and CBT subsidiaries as well as the main office of UCB are owned by CBT. BMC owns a building adjacent to its main office that houses the deposit operations function for CBT. Because of the nature of FCC's business, it generally maintains offices with a limited square footage, often in strip shopping centers. For these reasons and to give it maximum flexibility, FCC leases all of its locations under short term leases (generally three to five years) with annual aggregate lease payments of approximately $330,000.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of operations, CBT's subsidiaries are defendants in various legal proceedings. In the opinion of management, there is no proceeding pending, or, to the knowledge of management, threatened in which an adverse decision could result in a material adverse change in the business or consolidated financial position of CBT or its subsidiaries.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
At March 24, 1997, CBT had issued and outstanding 7,867,517 shares of common stock. The approximate number of record holders as of March 24, 1997 was 1,470
CBT Corporation common stock is traded on the NASDAQ National Market under the symbol CBTC.
The following table summarizes transactions in common stock and cash dividends declared in 1996 and 1995. The trading price information reflects the range of actual closing sales prices for CBT Corporation common stock as reported by NASDAQ.
Market Value -------------------- Cash Low High Dividends -------------------------------- 1st Quarter 1996 $21.50 $24.50 $ .12 2nd Quarter 1996 $21.50 $24.25 $ .12 3rd Quarter 1996 $20.00 $23.50 $ .13 4th Quarter 1996 $20.00 $28.00 $ .13
1st Quarter 1995 $21.00 $24.75 $ .11 2nd Quarter 1995 $19.75 $24.00 $ .11 3rd Quarter 1995 $19.25 $24.25 $ .12 4th Quarter 1995 $20.00 $23.00 $ .12
CBT Corporation has not engaged in the purchase or sale of any unregistered securities during 1996.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item appears on page 22 of the Annual Report to Shareholders for the fiscal year ended December 31, 1996, under the caption "Selected Financial Data" and is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item appears on pages 13-21 of the Annual Report to Shareholders for the fiscal year ended December 31, 1996, under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by reference.
RECENT ACCOUNTING ANNOUNCEMENTS The Financial Accounting Standards Board has approved a financial accounting standard effective for fiscal years ending after December 15, 1997 which establishes standards for computing and presenting earnings per share and also establishes standards with respect to disclosure of information about an entity's capital structure. The Corporation is required to adopt the provisions in the first quarter of 1997 and does not expect the adoption thereof to have a material effect on the Corporation's results of operations.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item, Report of Independent Public Accountants and Consolidated Financial Statements and related notes appear on page 29-47 of the Annual Report to Shareholders for the fiscal year ended December 31, 1996, and is incorporated herein by reference. The Selected Quarterly Financial Data, found in Note 18 on page 45 of the Annual Report to shareholders for fiscal year ended December 31, 1996, is also incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 appears under the heading "PROPOSAL ONE ELECTION OF DIRECTORS" on pages 3-5 of the Proxy Statement of CBT Corporation for the 1997 Annual Meeting of Stockholders dated March 12, 1997 ("Proxy Statement"), under the sub-heading "Executive Officers" on pages 8-9 of the Proxy Statement and under the sub-heading "Section 16(a) Beneficial Ownership Reporting Compliance" on page 3, all of which is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is contained on page 5 of the Proxy Statement under the sub-heading "Compensation of Directors" and on pages 6-10 under the heading "EXECUTIVE COMPENSATION" of the Proxy Statement and is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is contained on page 1 under the heading "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS" and pages 2-3 under the heading "BENEFICIAL OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS OF COMMON STOCK OF THE CORPORATION" of the Proxy Statement and is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is contained on page 10 under the sub-heading "Compensation Committee Interlocks and Insider Participations" and on page 15 under the heading "TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS" of the Proxy Statement and is incorporated herein by reference.
PART IV ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following consolidated financial statements of the registrant and report of independent public accountants are included in the Annual Report to Shareholders for the fiscal year ended December 31, 1996, on the pages indicated and are incorporated herein by reference.
(1) Financial Statements: DESCRIPTION PAGE
Report of Independent Public Accountants 29 Consolidated Statements of Income 30 Consolidated Balance Sheets 31 Consolidated Statements of Stockholders' Equity 32 Consolidated Statements of Cash Flows 33 Notes to Consolidated Financial Statements 34-47
(2) Financial Statements Schedules:
Schedules are omitted because the information is not applicable.
(3) Exhibits:
The Exhibit Index on page 13 incorporated herein by reference. The management contracts and compensatory plans or arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 14(c) are noted by asterisk in the Exhibit Index.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized on March 26, 1997.
CBT CORPORATION
/s/ William J. Jones William J. Jones President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 26, 1997.
/s/ William J. Jones President and Chief Executive Officer William J. Jones (Principal Executive Officer)
/s/ John E. Sircy Executive Vice President and John E. Sircy Chief Operating Officer (Principal Financial and Accounting Officer)
/s/ Irving P. Bright, Jr. Irving P. Bright, Jr. Director
/s/ John L. Burman John L. Burman Director
/s/ Patrick J. Cvengros Patrick J. Cvengros Director
/s/ William H. Dyer William H. Dyer Director
/s/ Louis A. Haas Louis A. Haas Director
/s/ Joe Tom Haltom Joe Tom Haltom Director
/s/ Kerry B. Harvey Kerry B. Harvey Director
/s/ F. Donald Higdon F. Donald Higdon Director
/s/ Ted S. Kinsey Ted S. Kinsey Director
- --------------------- Louis M. Michelson Director
/s/ Bill B. Morgan Bill B. Morgan Director
- --------------------- Louis D. Myre, M.D. Director
/s/ David M. Paxton David M. Paxton Director
/s/ Robert P. Petter Robert P. Petter Director
/s/ Joseph A. Powell Joseph A. Powell Director
/s/ William A. Usher William A. Usher Director
EXHIBIT INDEX
NUMBER DESCRIPTION PAGE
3(a), 4(b) Articles of Incorporation of CBT Corporation, as amended are incorporated by reference to Exhibit 4(a), of Amended Form 10-Q of CBT Corporation dated September 6, 1994.
3(b), 4(b) Articles of Amendment to the Articles of Incorporation of CBT Corporation are incorporated by reference to Exhibit 4(b) of Form 10-Q of CBT Corporation dated June 30, 1995.
3(c), 4(c) By-Laws of CBT Corporation are incorporated by reference to Exhibit 3, to the Registration Statement of Form S-14 of CBT Corporation (Registration No. 2-83583).
10(a) **Form of Severance Protection Agreement between CBT Corporation and certain executive officers is incorporated by reference to Exhibit 10 of Form 10-Q of CBT Corporation dated September 30, 1996.
10(b) **CBT Corporation 1986 Stock Option Plan is incorporated by reference to Exhibit 4 of Registration Statement on Form S-8 of CBT Corporation (Registration No. 33-28512).
10(c) **CBT Corporation 1993 Stock Option Plan is incorporated by reference to Form 10-Q of CBT Corporation dated March 31, 1993.
10(d) **Salary Continuance Agreement is incorporated by reference to Exhibit 10(c) of the Form 10-K of CBT Corporation for the year ended December 31, 1990.
10(e) **Description of Incentive Compensation Plan.
13 Portions of the Annual Report to Security Holders 28-63
21 Subsidiaries of the Registrant 64-65
23 Consent of Independent Public Accountants 66-67
27 Financial Data Schedule 68-69
** Denotes management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K.