UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-12126
FRANKLIN FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 South Main Street, P. O. Box T, Chambersburg, PA 17201-0819
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 264-6116
Securities registered pursuant to Section 12(b) of the Act:
Names of each exchange on
Title of each class which registered
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $1.00 par value per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements of the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X
The aggregate market value of the 1,518,946 shares of the Registrant's
common stock held by nonaffiliates of the Registrant as of January 31, 1997,
based on the average of the bid and asked price for such shares, was
$48,796,140.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS;
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
There were 1,890,345 outstanding shares of the Registrant's common stock as
of January 31, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
(1)Portions of the annual report to stockholders for the year ended
December 31, 1996, are incorporated by reference into Part I and Part II.
(2)Portions of the definitive annual proxy statement to be filed, pursuant
to Reg. 14A within 120 days after December 31, 1996, are incorporated into
Part III.
FRANKLIN FINANCIAL SERVICES CORPORATION
FORM 10-K
INDEX
Part I
Page
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Part III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management
Item 13. Certain Relationships and Related Transactions
Part IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
Signatures
Index of Exhibits
PART I
ITEM 1. Business
General
Franklin Financial Services Corporation (the "Corporation") was organized
as a Pennsylvania business corporation on June 1, 1983 and is a registered bank
holding company under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). On January 16, 1984, pursuant to a plan of reorganization approved
by the shareholders of Farmers and Merchants Trust Company of Chambersburg
("F&M Trust" or "the Bank") and the appropriate regulatory agencies, the
Corporation acquired all the shares of F&M Trust and issued its own shares to
former F&M Trust shareholders on a share-for-share basis.
On May 1, 1995, the Mont Alto State Bank, also a commercial bank and a
subsidiary of the Corporation, was merged into Farmers and Merchants Trust
Company. In addition, on December 29, 1995, Franklin Founders Life Insurance
Company, a credit life reinsurance company and a subsidiary of the Corporation,
was liquidated.
The Corporation conducts all of its business through its only direct
subsidiary, F&M Trust, which is wholly-owned. F&M Trust, established in 1906,
is a full-service, Pennsylvania-chartered commercial bank and trust company
which is not a member of the Federal Reserve System. The bank, which operates
twelve full service offices in Franklin and Cumberland Counties, Pennsylvania,
engages in general commercial, retail banking and trust services normally
associated with community banks and the deposits are insured (up to applicable
limits) by the Federal Deposit Insurance Corporation ("the FDIC"). A wide
variety of banking services are offered by F & M Trust to businesses,
individuals, and governmental entities. These services include, but are not
necessarily limited to, accepting and maintaining checking, savings, and time
deposit accounts, offering certificates of deposit in various forms and at
various interest rates, providing mortgage and trust services, making loans and
providing safe deposit facilities.
The Corporation's subsidiary is not dependent upon a single customer or
a few customers for a material part of its business. Thus, the loss of any
customer or identifiable group of customers would not materially affect the
business of the Corporation of F&M Trust in an adverse manner. Also, none of
the Corporation's business is seasonal.
The Bank's lending activities consist primarily of commercial,
agricultural and industrial loans, installment and revolving loans to
consumers, residential mortgage loans, and construction loans. Secured and
unsecured commercial and industrial loans, including accounts receivable,
inventory financing and commercial equipment financing, are made to small and
medium-sized businesses, individuals, governmental entities, and non-profit
organizations. F&M Trust also participates in the Pennsylvania Higher
Education Assistance Act student loan program and the Pennsylvania Housing
Finance Agency program.
Installment loans involve both direct loans to consumers and the purchase
of consumer obligations from dealers and others who have sold or financed the
purchase of merchandise, including automobiles and mobile homes, to their
customers on time. The Bank's mortgage loans include long-term loans to
individuals and to businesses secured by mortgages on the borrower's real
property. Construction loans are made to finance the purchase of land and the
construction of buildings thereon, and are secured by short-term mortgages on
real estate. In certain situations, the Bank acquires properties through
foreclosure on delinquent loans. The Bank holds these properties until such
time as they are in a marketable condition and a buyer can be obtained.
F&M Trust's Trust Department offers all of the personal and corporate
trust services normally associated with trust departments of area banks,
including estate planning and administration, corporate and personal trust fund
management, pension, profit sharing and other employee benefits funds
management, custodial services, and trustee services for publicly issued
debentures.
Competition
The Corporation and its subsidiary operate in a competitive environment
that has intensified in the past few years as they have been compelled to share
their market with institutions that are not subject to the regulatory
restrictions on domestic banks and bank holding companies. Profit margins in
the traditional banking business of lending and deposit gathering have declined
as deregulation has allowed nonbanking institutions to offer alternative
services to many of F&M Trust's customers.
The principal market of F&M Trust is in Franklin County and western
Cumberland County, Pennsylvania. Twelve commercial bank competitors of F&M
Trust have offices in this region, in addition to credit unions, savings and
loan associations, mortgage banks, brokerage firms and other competitors. F&M
trust is the largest locally owned financial institution in Franklin County and
had total assets of approximately $336,000,000 at December 31, 1996.
All of the local commercial bank competitors of the corporation are
subsidiaries of bank holding companies. The Corporation would rank sixth in
size of the thirteen consolidated bank holding companies having offices in
Franklin County.
Staff
As of December 31, 1996, the Corporation and its subsidiary had 161
full-time employees and 50 part-time employees. Most employees participate in
pension, profit sharing/bonus, and employee stock purchase plans and are
provided with group life, health and major medical insurance. Management
considers employee relations to be excellent.
Supervision and Regulation
Various requirements and restrictions under the laws of the United States
and under Pennsylvania law affect the Corporation and its subsidiaries.
General
The Corporation is registered as a bank holding company subject to
supervision and regulation by the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board") under the BHCA, as amended. As a bank
holding company, the Corporation's activities and those of its banking and
nonbanking subsidiaries are limited to the business of banking and activities
closely related or incidental to banking. Bank holding companies are required
to file periodic reports with and are subject to examination by the Federal
Reserve Board. The Federal Reserve Board has issued regulations under the BHCA
that require a bank holding company to serve as a source of financial and
managerial strength to its subsidiary banks. As a result, the Federal Reserve
Board, pursuant to such regulations may require the Corporation to stand ready
to use its resources to provide adequate capital funds to its banking
subsidiaries during periods of financial stress or adversity.
The BHCA prohibits the Corporation from acquiring direct or indirect
control of more than 5% of the outstanding shares of any class of voting stock
or substantially all of the assets of any bank or merging or consolidating with
another bank holding company without prior approval of the Federal Reserve
Board. Similar restrictions currently apply to acquisition of control of
shares of stock of the Corporation or its banking subsidiaries by other bank
holding companies. Additionally, the BHCA prohibits the Corporation from
engaging in or from acquiring ownership or control of more than 5% of the
outstanding shares of any class of voting stock of any company engaged in a
nonbanking business, unless such business is determined by the Federal Reserve
Board to be so closely related to banking as to be a proper incident thereto.
F&M Trust is not a member of the Federal Reserve System. Accordingly,
its operations are subject to regulation and examination by the FDIC and by the
Pennsylvania Department of Banking (the "PDOB"). F&M Trust is subject to
requirements and restrictions under federal and state law, including
requirements to maintain reserves against deposits, restrictions on the types
and amount 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. Various consumer laws and regulations
also affect the operations of the Bank. 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 the money supply and credit
availability in order to influence the economy.
Capital Adequacy Guidelines
Bank holding companies are required to comply with the Federal Reserve
Board's risk-based capital guidelines. The required minimum ratio of total
capital to risk-weighted assets (including certain off-balance sheet
activities, such as standby letters of credit) is 8%. At least half of the
total capital is required to be "Tier 1 capital," consisting principally of
common shareholders' equity, less certain intangible assets. The remainder
("Tier 2 capital") may consist of certain preferred stock, a limited amount of
subordinated debt, certain hybrid capital instruments and other debt
securities, and a limited amount of the general loan loss allowance. The
risk-based capital guidelines are required to take adequate account of interest
rate risk, concentration of credit risk, and risks of nontraditional
activities.
In addition to the risk-based capital guidelines, the Federal Reserve
Board requires a bank holding company to maintain a leverage ratio of a minimum
level of Tier 1 capital (as determined under the risk-based capital guidelines)
equal to 3% of average total consolidated assets for those bank holding
companies which have the highest regulatory examination ratings and are not
contemplating or experiencing significant growth or expansion. All other bank
holding companies are required to maintain a ratio of at least 1% to 2% above
the stated minimum. The Bank is subject to almost identical capital
requirements adopted by the FDIC.
The Bank is also subject to PDOB capital guidelines. Although not
adopted in regulation form, the PDOB utilizes capital standards requiring a
minimum of 6% leverage capital and 10% risk-based capital. The components of
leverage and risk-based capital are substantially the same as those defined by
the FDIC.
Prompt Corrective Action Rules
The Federal Deposit Insurance Act (the "FDIA") requires each Federal
banking agency to specify by regulation the levels at which an insured
institution would be considered "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." The applicable federal bank regulator for a depository
institution can, under certain circumstances, reclassify a "well capitalized"
institution as "adequately capitalized" or require an "adequately capitalized"
or "undercapitalized" institution to comply with supervisory actions as if it
were in the next lower category. Such a reclassification could be made if the
regulatory agency determines that the institution is in an unsafe or unsound
condition (which could include unsatisfactory examination ratings). F&M Trust
meets the criteria to be "well capitalized" within the meaning of applicable
regulations.
Regulatory Restrictions on Dividends
Dividend payments by the Bank to the Corporation are subject to the
Pennsylvania Banking Code of 1965 (the "Banking Code"), the FDIA, and FDIC
regulations. Under the Banking Code, no dividends may be paid except from
"accumulated net earnings" (generally retained earnings). The Federal Reserve
Board and the FDIC have formal and informal policies which provide that insured
banks and bank holding companies should generally pay dividends only out of
current operating earnings, with some exceptions. Under the FDIA, no dividends
may be paid by an insured bank if the bank is in arrears in the payment of any
insurance assessment due to the FDIC. The Prompt Corrective Action rules also
limit the payment of dividends by banks which are not classified as well
capitalized or adequately capitalized.
Under these policies and subject to the restrictions applicable to the
Bank, the Bank could declare, during 1997, without prior regulatory approval,
aggregate dividends of approximately $4.653 million, plus net profits earned
to the date of such dividend declaration.
FDIC Insurance Assessments
The FDIC has implemented a risk-related premium schedule for all insured
depository institutions that results in the assessment of premiums based on
capital and supervisory measures. Under the risk-related premium schedule, the
FDIC assigns, on a semiannual basis, each depository institution to one of
three capital groups (well-capitalized, adequately capitalized or
undercapitalized) and further assigns such institution to one of three
subgroups within a capital group. The institution's subgroup assignment is
based upon the FDIC's judgment of the institution's strength in light of
supervisory evaluations, including examination reports, statistical analyses
and other information relevant to measuring the risk posed by the institution.
Only institutions with a total capital to risk-adjusted assets ratio of 10% or
greater, a Tier 1 capital to risk-based assets ratio of 6% or greater, and a
Tier 1 leverage ratio of 5% or greater, are assigned to the well-capitalized
group. As of December 31, 1996, the Bank was well capitalized for purposes of
calculating insurance assessments.
The Bank Insurance Fund ("BIF") is presently fully funded at more than
the minimum amount required by law. Accordingly, the 1997 BIF assessment
rates range from zero for those institutions with the least risk, to $0.27 for
every $100 of insured deposits for institutions deemed to have the highest
risk. The Bank is in the category of institutions that presently pay nothing
for deposit insurance. The FDIC adjusts the rates every six months.
While the Bank presently pays no premiums for deposit insurance, it is
subject to assessments to pay the interest on Financing Corporation ("FICO")
bonds. FICO was created by Congress to issue bonds to finance the resolution
of failed thrift institutions. Prior to 1997, only thrift institutions were
subject to assessments to raise funds to pay the FICO bonds. On September 30,
1996, as part of the omnibus budget act, Congress enacted the Deposit Insurance
Funds Act of 1996, which recapitalized the Savings Association Insurance Fund
("SAIF") and provided that BIF deposits would be subject to 1/5 of the
assessment to which SAIF deposits are subject for FICO bond payments through
1999. Beginning in 2000, BIF deposits and SAIF deposits will be subject to the
same assessment for FICO bonds. The FICO assessment for the Bank for the first
six months of 1997 is $.0065 for each $100 of BIF deposits and $.0324 for each
$100 of SAIF deposits.
New Legislation
The Deposit Insurance Funds Act of 1996 was a part of the larger Economic
Growth and Regulatory Paperwork Reduction Act of 1996 ("EGRPRA"). EGRPRA is
a lengthy Act that amends many different bank regulatory and consumer
protection statutes. While EGRPRA does not contain any major changes to
banking law (except for the FDIC and FICO assessments discussed above), it does
contain a number of smaller provisions that are beneficial to the banking
industry. In particular, certain routine regulatory application requirements
and procedures have been reduced or eliminated, making it easier and less
expensive for banks to comply with regulatory requirements. While the changes
effected by EGRPRA are welcome, the direct effect on the Corporation and the
Bank are expected to be minimal.
Proposed legislation is introduced in almost every legislative session
that would dramatically affect the regulation of the banking industry. Whether
or not such legislation will ever be enacted and what effect it may have on the
Corporation and the Bank cannot be estimated at this time.
Interstate Banking
Prior to the passage of the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking Act"), the BHCA prohibited a
bank holding company located in one state from acquiring a bank located in
another state, unless such an acquisition by an out-of-state bank holding
company was specifically authorized by the law of the state where the bank to
be acquired was located. Similarly, interstate branching was generally
prohibited by the McFadden Act. The Interstate Banking Act permits an
adequately capitalized and adequately managed bank holding company to acquire
a bank in another state, whether or not the law of that other state permits the
acquisition, subject to certain deposit concentration caps and the approval of
the Federal Reserve Board. In addition, beginning on June 1, 1997, under the
Interstate Banking Act, a bank can engage in interstate expansion by merging
with a bank in another state or acquiring the assets and liabilities of a bank
in another state and also may consolidate the acquired bank into new branch
offices of the acquiring bank, unless the other state affirmatively opts out
of the legislation before that date. A state may also opt into the legislation
earlier than June 1, 1997 if it wishes to do so. The Interstate Banking Act
also permits de novo interstate branching as of June 1, 1997, but only if a
state affirmatively opts in by adopting appropriate legislation. Pennsylvania,
Delaware, Maryland, and New Jersey, as well as other states, adopted "opt in"
legislation which allows such transactions prior to the June 1, 1997 federal
effective date.
Selected Statistical Information
Certain statistical information is included in the
Corporation's 1996 Annual Report and is incorporated herein by
reference
Description of Statistical Information Annual
Incorporated by Reference from the Report
1996 Annual Report Page
Net Interest Income 36
Analysis of Net Interest Income 37
Deposits by Major Classification 37
Rate-Volume Analysis of Net Interest Income 38
Investment Securities at Amortized Cost 40
Time Certificates of Deposit of $100,000 or More 41
Short-Term Borrowings 42
Loan Portfolio 44
Allocation of the Allowance for Possible Loan Losses 44
Non-Performing Assets 45
Allowance for Possible Loan Losses 45
Interest Rate Sensitivity 47
Maturity Distribution of Investment Portfolio 48
Maturities and Interest Rate Terms of Loans 49
Item 2. Properties
The Corporation's headquarters is located in the main office of F&M Trust
at 20 South Main street, Chambersburg, Pennsylvania. The Corporation owns
eight properties throughout Franklin County which are held for future expansion
and are currently leased to others or used for banking operations by
F&M Trust.
In addition to the main office, F&M Trust owns eleven, and leases two
properties which are used for banking offices and operations. F&M Trust also
owns two properties which are held for expansion and are currently leased to
others.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information related to this item is incorporated by reference to the
information appearing under Market and Dividend Information on Page 12 and
Shareholders' Information on Page 55 of the Corporation's 1996 Annual Report
to Shareholders.
Item 6. Selected Financial Data
The information related to this item is incorporated by reference to the
information appearing under Summary of Selected Financial Data on Page 3 of the
Corporation's 1996 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information related to this item is incorporated by reference to the
information appearing under Management's Discussion and Analysis on Pages 35
through 50 of the Corporation's 1996 Annual Report to Shareholders.
Item 8. Financial Statements and Supplementary Data
The information related to this item is incorporated by reference to the
information appearing under Financial Statements and Notes to Consolidated
Financial Statements, including the Report of Independent Public Accountants,
on Pages 13 through 34 of the Corporation's 1996 Annual Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information related to this item is incorporated by reference to the
material set forth under the captions "Information about Nominees and
Continuing Directors" on Pages 4 through 6, and "Executive Officers" on Page
7 of the Corporation's Proxy Statement for the 1997 Annual Meeting of
Shareholders.
Item 11. Executive Compensation
The information related to this item is incorporated by reference to the
material set forth under the captions "Compensation of Directors" on Page 7 and
"Executive compensation and Related Matters" on Pages 8 through 13 of the
Corporation's Proxy Statement for the 1997 Annual Meeting of Shareholders,
except that information appearing under the captions "Compensation Committee
Report on Executive Compensation" and "Stock Performance Graph" on pages 10
through 13 is not incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information related to this item is incorporated by reference to the
material set forth under the captions "Voting of Shares and Principal Holders
Thereof" on Page 2 and 3 and"Information about Nominees and Continuing
Directors" on Pages 4 through 6 of the Corporation's Proxy Statement for the
1997 Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions
The information related to this item is incorporated by reference to the
material set forth under the caption "Transactions with Directors and Executive
Officers" on Page 14 of the Corporation's Proxy Statement for the 1997 Annual
Meeting of Shareholders.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) The following documents are filed as part of this report:
(1) The following Consolidated Financial Statements of the
Corporation are incorporated by reference to the 1995 Annual
Report to Shareholders:
Report of Independent Public Accountants;
Consolidated Balance Sheets - December 31, 1996 and 1995;
Consolidated Statement of Income - Years ended December 31,
1996, 1995, and 1994;
Consolidated Statements of Changes in Shareholders' Equity -
Years ended December 31, 1996, 1995, and 1994;
Notes to Consolidated Financial Statements.
(2) All financial statement schedules for which provision is made
in the applicable accounting regulations of the Securities
and Exchange Commission are not required under the related
instructions or are inapplicable and have therefore been
omitted.
(3) The following exhibits are being filed as part of this
report;
3.1 Articles of Incorporation of the Corporation.
Filed as Exhibit 4 to Registration Statement on Form
S-8 (No.33-36509) and incorporated herein by
reference.
3.2 Bylaws of the Corporation.
Filed as Exhibit 4 to Registration Statement on Form
S-8 (No.33-36509) and incorporated herein by
reference.
10.1 Deferred Compensation Agreements with Bank Directors.
Filed as Exhibit 10.1 to the 1995 Form 10-K -- Annual
Report of the Corporation and incorporated herein by
reference.
10.2 Director's Deferred Compensation Plan. Filed as
Exhibit 10.2 to the 1995 Form 10-K -- Annual Report of
the Corporation and incorporated herein by reference.
10.3 Long-Term Incentive Plan of 1990. Filed as Exhibit
10.3 to the 1995 Form 10-K -- Annual Report of the
Corporation and incorporated herein by reference.
10.4 Senior Management Incentive Program, as amended,
October 15, 1992. Filed as Exhibit 10.5 to the 1993
Form 10-K -- Annual report of the Corporation and
incorporated herein by reference.
11 Statements re: computation of per share earnings.
13 The 1996 Annual Report to Shareholders of the
Corporation.
22 Subsidiaries of the Corporation.
23 Consent of Arthur Andersen LLP
27 Financial Data Schedule
(b) Reports on Form 8-K:None
(c) The exhibits required to be filed as part of this report are
submitted as a separate section of this report.
(d) Financial Statement Schedules: None.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities and
Exchange act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FINANCIAL SERVICES CORPORATION
By: /s/ William E. Snell, Jr.
Date: March 13, 1997 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 and on the dates indicated.
Signature Title Date
/s/ Jay L. Benedict, Jr. Chairman of the Board March 13, 1997
Jay L. Benedict, Jr. and Director
/s/ Robert G. Zullinger Vice Chairman of the March 13, 1997
Robert G. Zullinger Board and Director
/s/ William E. Snell, Jr. President,
William E. Snell, Jr. Chief Executive Officer March 13, 1997
and Director
/s/ Charles S. Bender II Executive Vice March 13, 1997
Charles S. Bender II President and Director
/s/ Frank S. Elliott Sr. Vice President March 13, 1997
Frank S. Elliott
/s/ Elaine G. Meyers Treasurer and Chief March 13, 1997
Elaine G. Meyers Financial Officer
/s/ Charles R. Diller Director March 13, 1997
Charles R. Diller
/s/ G. Warren Elliott Director March 13, 1997
G. Warren Elliott
/s/ John M. Hull III Director March 13, 1997
John M. Hull III
/s/ H. Huber McCLeary Director March 13, 1997
H. Huber McCleary
/s/ Jeryl C. Miller Director March 13, 1997
Jeryl C. Miller
/s/ Charles M. Sioberg Director March 13, 1997
Charles M. Sioberg
Form 10-K
December 31, 1996
Signature Page (continued)
/s/ Director March 13, 1997
Martha B. Walker
/s/ Director March 13, 1997
Dennis W. Good, Jr.
/s/ Omer L. Eshleman Director March 13, 1997
Omer L. Eshleman
Exhibit Index for the Year
Ended December 31, 1996
Item Description
3.1 Articles of Incorporation of the Corporation.
Filed as Exhibit 4 Registration on Form S-8
(No. 33-36509) and incorporated
herein by reference.
3.2 Bylaws of the Corporation.
Filed as Exhibit 4 Registration on Form S-8
(No. 33-36509) and incorporated
herein by reference.
10.1 Deferred Compensation Agreements with Bank Directors.
Filed as Exhibit 10.1 to the 1995 Form 10-K -- Annual Report
of the Corporation and incorporated herein by reference.
10.2 Director's Deferred Compensation Plan.
Filed as Exhibit 10.2 to the 1995 Form 10-K -- Annual Report
of the Corporation and incorporated herein by reference.
10.3 Long-Term Incentive Plan of 1990.
Filed as Exhibit 10.3 to the 1995 Forom 10-K -- Annual Report
of the Corporation and incorporated herein by reference.
10.4 Senior Management Incentive Program, as amended,
October 15, 1992. Filed as Exhibit 10.5 to the 1993
Form 10-K -- Annual Report of the Corporation and
incorporated herein by reference.
11 Statements re: computation of per share earnings
13 The 1996 Annual Report to Shareholders of the Corporation
22 Subsidiaries of Corporation
23 Consent of Arthur Andersen LLP
27 Financial Data Schedule