SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
For the quarter ended Commission file number
March 31, 1998 0-19228
EAGLE BANCORP, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 58-1860526
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
335 South Main Street, P.O. Box 638
Statesboro, Georgia 30458
(Address of principal executive offices)
Registrant's telephone number, including area code: (912) 764-8900
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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES (X) NO ( )
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the close of the period covered by this Report.
873,875 shares of Common Stock, $1 par value per share, were outstanding as of
March 31, 1998.
EAGLE BANCORP, INC.
AND SUBSIDIARY
Index
Part I. Financial Statements Page No.
Item 1. Consolidated Balance Sheets...................... 2
Consolidated Statements of Income................ 3
Consolidated Statements of Cash Flows............ 4
Note to Consolidated Financial Statements........ 5
Item 2. Management's Discussion and Analysis
or Plan of Operations.................. 6
Part II. Other Information
Item 1. Legal Proceedings................................. 13
Item 2. Changes in Securities............................. 13
Item 3. Defaults Upon Senior Securities................... 13
Item 4. Submission of Matters to a Vote
of Security Holders..................... 13
Item 5. Other Information................................. 13
Item 6. Exhibits and Reports on Form 8-K.................. 13
Signatures.......................................................... 14
Part I. Financial Statements
Item 1.
EAGLE BANCORP, INC. AND SUBISDIARY
Consolidated Balance Sheets
(Unaudited)
ASSETS 3/31/98 12/31/97
------ ------- --------
Cash & Due From Banks............................ $ 1,677,651 $2,135,060
Federal Funds Sold 910,000 1,280,000
------- ---------
Total cash and cash equivalents................. 3,045,060 2,957,651
Investment securities:
available for
sale............................................ 6,800,016 6,597,422
held for maturity .............................. 4,542,757 4,541,697
--------- ---------
Total investment securities 11,342,773 11,139,119
Loans , net of unearned
income.......................................... 49,166,867 49,474,280
Allowance for Loan Loss (714,406) (706,237)
-------- --------
Loans, net 48,452,461 48,768,043
Premises and equipment, net.................... 2,398,503 2,437,122
Other ......................................... 1,059,276 1,033,491
--------- ---------
Total Assets................................... 66,298,073 66,335,426
========== ==========
Liabilities and Shareholders' Equity
Liabilities:
Deposits:
Noninterest-bearing deposits.............. 5,870,322 6,175,919
Interest-bearing deposits................. 49,962,547 49,491,445
---------- ----------
Total Deposits 55,832,869 55,667,364
Borrowings..................................... 2,602,430 2,643,507
Accrued expenses and other liabilities......... 920,488 1,272,136
------- ---------
Total Liabilities 59,355,787 59,583,007
Shareholders' Equity:
Common Stock, $1 par value, Authorized 873,875 873,875
10,000,000 shares; 873,875 shares
Issued and outstanding
Additional paid-in capital..................... 4,887,567 4,887,567
Retained
earnings....................................... 1,180,914 980,884
Net unrealized gain (loss) on investment
securities available for sale................ (71) 10,093
--- ------
Total shareholders' equity 6,942,286 6,752,419
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 66,298,073 $ 66,335,426
============= ============
See accompanying notes to consolidated financial statements.
2
EAGLE BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
Three months ended
March, 31 March 31,
1997 1998
---- ----
Interest Income:
Loans, including fees 1,016,324 1,163,205
Interest on deposits in financial institutions 0 1,205
Federal funds sold 10,449 35,581
Investment securities:
taxable 125,525 126,388
nontaxable 33,981 28,954
Total interest Income 1,333,160 1,208,452
Interest Expense:
Deposits 619,948 578,367
Other borrowings 43,348 9,188
Total Interest Expense 663,296 587,555
Net interest income 669,864 620,897
Provision for possible loan losses 15,000 6,000
Net interest income after provision
for possible loan losses 654,864 614,897
Noninterest income:
Service charges 98,024 88,696
Referral Fees - mortgages 80,399 49,335
Net realized gain (loss)
on available for sale securities 5 5
Other 55,172 22,397
Total NonInterest Income 233,595 160,428
Noninterest expense:
Salaries and employee benefits 297,685 280,161
Net occupancy and equipment expense 76,131 74,769
Other operating expense 221,311 222,913
Total noninterest expenses 595,127 577,843
Income before income taxes 293,332 197,482
Income Taxes 93,300 69,100
Net income $ 200,032 $ 128,382
Basic earnings per share $ 0.23 $ 0.15
Diluted earnings per share $ 0.22 $ 0.15
See accompanying notes to consolidated financial statements.
3
EAGLE BANCORP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
March 31, March 31,
1998 1997
---- ----
Cash flows from operating activities:
Net income $ 200,032 $ 128,382
Adjustments to reconcile net income
to net cash provided bu operating activities:
Provision for possible loan losses 15,000 6,000
Derpreciation 45,626 37,947
Securities (gains) losses, net 913 (3,207)
Amortization and (accretion), net (3,038) 7,790
Increase in other assets (25,785) (140,807)
Decrease in other liabilities (72,008) (11,335)
Net cash provided by operating activities 160,740 24,770
Cash flows from investing activities:
Decrease in loans, net 300,582 436,666
Purchases of investment securities,
available for sale (2,300,000) (1,713,692)
Purchases of investment securities,
held to maturity 0 (496,094)
Additions to premises and equipment (7,007) (89,463)
Proceeds from sales of investment
securities available for sale 90,000 248,144
Proceeds from maturities of interest-earning
deposits in financial institutions 500,000 1,000,000
Proceeds from maturities or calls of
investment securities held to maturiy 0 498,652
Proceeds from sales of investment securities
available for sale 1,498,306 1,049,500
Net cash provided (used)
in investing activities 81,881 933,713
Cash flows from financing activities:
Increase in deposits, net 165,505 64,449
Decrease in federal funds purchased 0 (200,000)
Dividends paid (279,640) (431,423)
Repayment of borrowed funds (41,077) (14,750)
Net cash provided (used)
by financing activities (155,212) (581,724)
Net increase in cash and cash equivalents, $ 87,409 376,759
Cash and cash equivalents at beginning of period 2,957,651 3,737,822
Cash and cash equivalents at end of period 3,045,060 4,114,581
Supplemental disclosures of
cash paid during year for:
Interest $ 635,219 609,404
Income taxes $ 73,626 3,342
See accompanying notes to consolidated financial statements.
4
EAGLE BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The unaudited consolidated financial statements include the accounts of Eagle
Bancorp, Inc. ("the Company") and its wholly owned subsidiary, Eagle Bank and
Trust. The accompanying unaudited consolidated financial statements do not
include all information and notes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles. All adjustments consisting of normal recurring
accruals that, in the opinion of management, are necessary to a fair statement
of the financial position and results of operations for the periods covered by
this report have been included.
(2) Earnings Per Share
Earnings per share has been calculated in accordance with the provisions of
Statement of Financial Accounting Standards Board. SFAS No. 128 requires
presentation of earnings per share on a basic computation and a diluted
computation. The basic computation divides net income by only the weighted
average number of common shares outstanding for the year and the diluted
computation gives effect to all diluted common shares that were outstanding
during the year.
Earnings per share amounts for the year 1997 have been restated to give effect
to the application of this new standard.
The following data shows the amounts used in computing earnings per share and
the effect on income and the weighted average number of shares of dilutive
potential common stock.
Quarter ended March 31,
1998 1997
---- ----
Income available to common stockholders:
Used in basic earnings per share $ 200,032 $ 128,382
Used in diluted earnings per share 200,032 128,382
Weighted average number of common shares used
In basic earnings per share 873,875 862,845
Effect of dilutive securities:
Stock options 19,912 19,622
Weighted average number of common and dilutive
Potential common shares used in diluted
earnings per share 893,787 882,467
(3) Subsequent Events
On April 30, 1998, Eagle Bank and Trust signed a letter of intent to merge with
PAB Bankshares, Inc. PAB Bankshares, Inc. is a multi-bank holding company for
the Park Avenue Bank located in Valdosta, Georgia, Farmers and Merchants Bank in
Adel, Georgia, and First Community Bank of Southwest Georgia in Bainbridge,
Georgia. This merger would result in PAB Bankshares, Inc. acquiring all of Eagle
Bank and Trust's outstanding stock in a business combination accounted for as a
pooling of interest. The merger would constitute a tax-free reorganization
within the meaning of section 368(a) of the Internal Revenue Code of 1986, as
amended (the "code"). Upon consummation of this merger, which is subject to
regulatory and shareholder approvals, shareholders of Eagle Bank and Trust would
receive one(1) share of stock in PAB Bankshares, Inc. in exchange for each share
of Eagle Bancorp, Inc. stock.
5
Item 2.
Management's Discussion and Analysis or Plan of Operations
The following is a discussion of the Company's financial condition at March 31,
1998, compared to December 31, 1997, and the results of its operations for the
three month period ended March 31, 1998, compared to the three month period
ended March 31, 1997. This discussion of the Company's financial condition and
results of operations should be read in conjunction with the Company's unaudited
consolidated financial statements appearing elsewhere in this report and the
Company's 1997 Annual Report on Form 10-KSB as filed with the Securities and
Exchange Commission.
GENERAL
Eagle Bancorp, Inc. (the "Company") is a one-bank holding company providing a
full range of banking services to individual and corporate customers in Bulloch
County and surrounding areas through its wholly-owned bank subsidiary, Eagle
Bank and Trust (the "Bank"). The Bank operates under a state charter granted by
the Georgia Department of Banking and Finance (the "GDBF") and serves its
customers from its two banking facilities in Statesboro, Georgia.
FINANCIAL CONDITION
During the first three months of 1998, total assets decreased $37,353 or
approximately 0.06% as compared to amounts at December 31, 1997. During this
period the Bank's deposit base increased by approximately $165,505 as reflected
below. The Bank's investment securities increased by $203,654 or 1.83% over
December 31, 1997 numbers. Cash and cash equivalents increased by $87,409 or
approximately 2.96% as compared to amount at December 31, 1997.
DEPOSITS
3/31/98 12/31/97
------- --------
Noninterest-bearing demand deposits $ 5,870,322 $ 6,175,919
NOW accounts 7,477,177 6,867,141
Money market accounts 2,093,859 2,137,149
Savings accounts 2,857,987 2,824,983
Individual retirement accounts of $100,000 or more 922,419 920,160
Individual retirement accounts of $100,000 or less 2,658,856 2,555,941
Certificates of deposits of $100,000 or more 10,657,084 10,897,602
Certificates of deposits of $100,000 or less 23,295,165 23,288,469
---------- ----------
Total deposits $ 55,832,869 $ 55,667,364
============= =============
6
LIQUIDITY AND INTEREST RATE SENSITIVITY
Liquidity management involves the matching of cash flow requirements of
customers, with depositors withdrawing funds and borrowers requiring loans, and
the ability of the Company to meet those requirements. Management monitors and
maintains appropriate levels of assets and liabilities so maturities of assets
are such that adequate funds are provided to meet estimated customer withdrawals
and loan requests.
The Company's liquidity position depends primarily upon the liquidity of its
assets relative to its needs to respond to short-term demand for funds caused by
withdrawals from deposit accounts and loan funding commitments. Primary sources
of liquidity are scheduled payments on the Company's loans and interest on and
maturities of its investments. Occasionally, the Company will sell investment
securities in connection with the management of its interest sensitivity gap.
The Company may also utilize its cash and due from banks, federal funds sold and
investment securities available for sale to meet liquidity requirements. At
March 31, 1998, the Company's cash and due from banks equaled $2,100,060, its
investment securities available for sale equaled $6,800,016 and its federal
funds sold equaled $910,000. All of these assets could be converted to cash on
short notice.
Subject to certain conditions, the Company also has the ability, on a short-term
basis, to purchase federal funds from other financial institutions. Presently,
the Company has made arrangements with certain banks for short-term unsecured
advances up to $3,000,000 and with the Federal Home Loan Bank, Atlanta, Ga. for
a secured credit line of $7,000,000. The Company borrowed from the Federal Home
Loan Bank to match loan funding rates and maturities with loan borrowing rates
and maturities with balances outstanding of $2,602,430 and $2,643,507 as of
March 31, 1998 and December 31, 1997 respectfully, of which $1,000,000 matures
on June 4, 1998.
The Company's liquidity position, calculated as cash and due from banks, federal
funds sold, and investment securities not pledged divided by deposits, equaled
25.95% as of March 31, 1998, compared to 22.87% as of December 31, 1997. The
Company's optimum liquidity ratio is 30% with a minimum acceptable ratio of 20%.
Management monitors liquidity daily and strives to maintain a liquidity ratio
between 20% and 30%.
The Company continues to monitor the percentage of certificates of deposit of
$100 thousand and over to total deposits. At March 31, 1998, deposits over $100
thousand equaled approximately 20.74% of total deposits. A substantial portion
of these certificates of deposits is with individuals who reside in the
Company's primary service area who are either shareholders, organizers, or
directors of the Company and to whom the Bank has had consistent deposit
relations since inception.
The relative interest rate sensitivity of the Company's assets and liabilities
indicates the extent to which the Company's net interest income may be affected
by interest rate movements. The Company's ability to reprice assets and
liabilities in the same dollar amounts and at the same time minimizes interest
rate risks. One method of measuring the impact of interest rate changes on net
income is to measure, in a number of time frames, the interest sensitivity gap,
by subtracting interest-sensitive liabilities from interest-sensitive assets, as
reflected in the following table. Such interest sensitivity gap represents the
risk, or opportunity, in repricing. If more assets than liabilities are repriced
at a given time in a rising rate environment, net interest income improves; in a
declining rate environment, net interest income deteriorates. Conversely, if
more liabilities than assets are repriced while interest rates are rising, net
interest income deteriorates; if interest rates are falling, net interest income
improves. The Company's strategy in minimizing interest rate risk is to minimize
the impact of short term interest rate movements on its net interest income
while managing its middle and long-term interest sensitivity gap in light of
overall economic trends in interest rates. The following table illustrates the
relative sensitivity of the Company to changing interest rates as of March 31,
1998.
7
INTEREST RATE SENSITIVITY TABLE
(amounts in thousands)
0-90 days 91-365 days One to Five Years Over five years
Current Current Cumulative Current Cumulative Current Cumulative
------- ------- ---------- ------- ---------- ------- ----------
Interest-sensitive assets:
Loans 15,000 8,761 23,761 20,669 44,430 4,737 49,167
Investment securities - 1,337 1,337 7,752 9,089 2,254 11,343
Federal funds sold 910 0 910 0 910 0 910
Total interest-sensitive assets 15,945 10,098 26,043 28,421 54,464 6,991 61,455
Interest-sensitive liabilities:
NOW, money market and
savings accounts 6,793 0 6,793 5,636 12,429 0 12,429
Certificates of deposits and
individual retirement accounts 10,099 20,803 30,902 6,632 37,534 0 37,534
Other borrowing 0 1,179 1,179 1,423 2,602 0 2,602
Total interest-sensitivity
Liabilities 16,892 21,982 38,874 13,691 52,565 0 52,565
Interest-sensitivity gap (947) (11,844) (12,831) 14,730 1,899 6,991 8,890
Ratio to interest-sensitivity assets -1.54% -19.34% -20.88% 23.97% 3.09% 11.37% 14.47%
Since all interest rates and yields do not adjust at the same velocity, the
interest rate sensitivity gap is only an indicator of the potential effects of
interest rate changes on net interest income.
8
CAPITAL RESOURCES
The Company continues to maintain a satisfactory level of capital as measured by
its total shareholders' equity to total assets ratio of 10.47% at March 31,
1998, as compared to 10.18% at December 31, 1997. Management anticipates the
existing capital levels will be adequate to sustain the Company's anticipated
growth for the future.
Eagle Bancorp, Inc. believes that cash on hand of approximately $33,080 at March
31, 1998, and a $100,000 cash dividend from Eagle Bank and Trust, should be
sufficient to fund its holding company annual cash requirements for the future
that consist principally of holding company annual cash expenses of
approximately $70,000. On October 21, 1997, the Company declared a cash dividend
in the amount of $.32 per share payable January 15, 1998, for a total of
$279,640.
The Georgia Department of Banking and Finance requires that State-chartered
banks in Georgia maintain a ratio of primary capital, as defined, to total
assets of not less than 6%. The Company intends to maintain a satisfactory level
of capital necessary to satisfy regulatory requirements and to accommodate
expected growth patterns.
The following table compares the Company's and its subsidiary's capital ratios
to the minimum capital ratios required to be maintained under applicable
regulatory guidelines at March 31, 1998.
Eagle Bank and Trust:
Required
--------
Actual Minimum Excess
% Amount % Amount % Amount
- ------ - ------ - ------
(dollars in thousands)
Risk Based Capital 14.83% $7,668 8.00% $4,136 6.83% $3,532
Tier 1 Capital 13.45 6,954 4.00 2,068 9.45 4,886
Leverage Capital Ratio 10.50 6,954 4.00 2,649 6.50 4,305
Eagle Bancorp, Inc. and Subsidiary:
Required
--------
Actual Minimum Excess
% Amount % Amount % Amount
- ------ - ------ - ------
(dollars in thousands)
Risk Based Capital 14.81 $7,656 8.00 $4,136 6.81 $3,520
Tier 1 Capital 13.43 6,942 4.00 2,068 9.43 4,874
Leverage Capital Ratio 10.47 6,942 4.00 2,652 6.49 4,290
9
RESULTS OF OPERATIONS
Net Interest Income
The Company's net interest income, the difference between interest income on
interest-earning assets and interest expense on interest-bearing liabilities, is
the Company's principal source of income. Interest-earning assets for the
Company include loans, federal funds sold and investment securities. The
Company's interest-bearing liabilities include deposits and borrowings.
Net interest income for the three month period ended March 31, 1998, equaled
$669,864 or 7.89% more than net interest income of $620,897 for the three month
period ending March 31, 1997. The average yield earned on average
interest-earning assets increased to 8.78% for the three month period ended
March 31, 1998 from 8.65% for the similar period ended March 31, 1997 and the
average rate paid on average interest-bearing liabilities decreased to 4.79% for
the three month period ended March 31, 1998 from 4.92% for the three month
period ended March 31, 1997. The Company's interest rate differential for the
three month period ended March 31, 1998, was 3.99% compared to 3.73% for the
period ended March 31, 1997. The net interest margin (net interest income
divided by average interest-earning assets) for the three month period ended
March 31, 1998, was 4.41% as compared to 4.42% for the same period ended March
31, 1997. The Company's average loan to deposit ratio in 1997 was 77.88%
compared to 88.27% for the three months ended March 31, 1998. The Company's loan
to deposit ratio at December 31, 1997, was 88.87% as compared to 88.06% at March
31, 1998.
Although management continues to explore methods to improve its net interest
margin, there are no assurances that current levels can be maintained due to
market interest rate fluctuations and the very competitive local banking
environment.
Provision for Possible Loan losses
The Company provides for possible loan losses based upon information available
at the end of each period. By evaluating the adequacy of the allowance for
possible loan losses at the end of each period, management maintains the
allowance for possible loan losses at a level adequate to provide for losses
that can reasonably be anticipated. The level of allowance for possible loan
losses is based on management's periodic loan-by-loan evaluation and other
analysis of its loan portfolio, as well as its assessment of prevailing and
anticipated economic conditions in Southeast Georgia.
A substantial portion of the Company's loans is secured by real estate,
including real estate and other collateral in Bulloch County and surrounding
counties. Accordingly, the ultimate collectibility of a substantial portion of
the Company's loan portfolio is susceptible to changes in economic conditions in
these market areas.
The allowance for possible loan losses approximated 1.45% of outstanding loans
at March 31, 1998, as compared to approximately 1.43% at December 31, 1997. The
allowance increased to $714,406 at March 31, 1998, from $706,237 at December 31,
1997.
The provision for the first three months of 1998 increased by approximately
$9,000 as compared to the first three months of 1997. Net charge-offs for the
three month period ended March 31, 1998, were $6,831 compared to $9,934 for the
comparable period in 1997.
The following table summarizes nonperforming loans, potential problem loans, and
allowance for possible loan losses data as of March 31, 1998, and December 31,
1997.
10
March 31, December 31,
1998 1997
---- ----
(dollars in thousands)
Nonperforming loans $ 436 $ 48
Potential problem loans $ 342 $ 399
Asset Quality Ratios:
Nonperforming loans to total
loans, net of unearned income .89% .009%
Potential problem loans to total
loans, net of unearned income .70% .81%
Nonperforming and potential problem loans
to total loans, net of unearned income 1.59% .91%
Allowance for possible loan losses
to nonperforming loans 1.64x 14.71x
Allowance for possible loan
losses to nonperforming loans
and potential problem loans -.09x 1.57x
Nonperforming loans are loans on nonaccrual and restructured.
Potential problem loans are internally classified by management and not
included in nonperforming.
The Company's management believes that the allowance for possible loan losses is
adequate to cover potential losses in the loan portfolio.
Noninterest Income
Noninterest income for the three month period ended March 31, 1998, was $233,595
compared to $160,428 for the comparable period in 1997. This income primarily
includes service charges on deposit accounts, in the amount of $98,024 for the
three months ended March 31, 1998 compared to $88,696 in 1997 and mortgage
referral fees in the amount of $80,399 for the three months ended March 31, 1998
compared to $49,335 in 1997.
11
Noninterest Expense
Noninterest expense is composed primarily of salaries and employee benefits, net
occupancy and equipment expense, and other operating expense as shown below. The
Company recorded noninterest expenses of approximately $595,127 for the three
month period ended March 31, 1998, compared to $577,843 for the comparable
period of 1997. The increase in noninterest expense for the three months ended
March 31, 1998, as compared to the three months ended March 31, 1997 was
approximately 2.99%.
Three months ended
March 31,
1998 1997
---- ----
Salaries and employee benefits $297,685 $280,161
Net occupancy and equipment expense 76,131 74,769
Major components of other non-interest expense
Data processing expense 41,670 36,257
Stationery and supplies expense 13,921 27,928
Postage 12,567 13,389
Accounting and audit fees 10,995 10,550
Advertising and marketing expense 12,260 21,334
Director fees 24,850 11,700
All other non-interest expense items - total 105,048 101,755
Total other non-interest expense $221,311 $222,913
Income Taxes
The Company has recorded income tax expense of $93,300 for the first quarter of
1998 representing an effective tax rate of approximately 32%. The Company
recorded income tax expense of $69,100 for the first quarter of 1997
representing an effective tax rate of approximately 35%.
Net Income
The Company earned net income of $200,032 or approximately $.23 per share for
the three month period ended March 31, 1998. This compares to $128,382 or
approximately $.14 per share for the same period ended March 31, 1997.
12
Part II. Other Information
Item 1.
Legal Proceedings.
None
Item 2.
Changes in Securities
None
Item 3.
Defaults upon Senior Securities
None
Item 4.
Submission of Matters to a Vote of Security Holders.
None
Item 5.
Other Information
None
Item 6.
Exhibits and Reports on Form 8-K
(a) Exhibits.
The following exhibits are attached:
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on form 8-K were filed during the period covered by this
report.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused the Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EAGLE BANCORP, INC.
By: \s\
Andrew M. Williams, III
President
(Principal Executive Officer)
By: \s\
William E. Green
Assistant Secretary
(Principal Financial Officer and
Principal Accounting Officer)
Date: May 13, 1998
14