2000 FORM 10-K
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Securities and Exchange Commission
Washington, DC 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the Fiscal Year Ended December 31, 2000
Commission file number 1-8918
SunTrust Banks, Inc.
Incorporated in the State of Georgia
IRS Employer Identification Number 58-1575035
Address: 303 Peachtree Street, NE, Atlanta, GA 30308
Telephone: (404) 588-7711
Securities Registered Pursuant to Section 12(b) of the Act: Common Stock-$1.00
value, which is registered on the New York Stock Exchange.
As of January 31, 2001, SunTrust had 296,358,740 shares of common stock
outstanding. The aggregate market value of SunTrust common stock held by
non-affiliates on January 31, 2001 was approximately $19.6 billion.
SunTrust (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 period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
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]
Documents Incorporated By Reference
Part III information is incorporated herein by reference, pursuant to
Instruction G of Form 10-K, from SunTrust's Proxy Statement for its 2001 Annual
Shareholders' Meeting, which will be filed with the Commission by March 8,
2001. Certain Part I and Part II information required by Form 10-K is
incorporated by reference from the SunTrust Annual Report to Shareholders as
indicated below. Except for parts of the SunTrust Annual Report to Shareholders
expressly incorporated herein by reference, this Annual Report is not to be
deemed filed with the Securities and Exchange Commission.
Part I Page
Item 1 Business 2-35
Item 2 Properties 35
Item 3 Legal Proceedings 35
Item 4 Not Applicable
Part II
Item 5 Market for the Registrant's Common Equity and
Related Stockholder Matters Inside front cover,
9, 29
Inside back cover,
Item 6 Selected Financial Data 9
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations 2-35
Item 7a Quantitative and Qualitative Disclosures about
Market Risk 25
Item 8 Financial Statements and Supplementary Data 29-32, 36-65
Part III
Item 9 Not Applicable
Item 10 Directors and Executive Officers of
the Registrant Proxy Statement
Item 11 Executive Compensation Proxy Statement
Item 12 Security Ownership of Certain Beneficial
Owners and Management Proxy Statement
Item 13 Certain Relationships and Related Transactions Proxy Statement
Part IV
Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 67
Certain statistical data required by the Securities and Exchange Commission are
included on pages 9-32.
EXECUTIVE OFFICERS
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Name Business Experience Age
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John W. Clay, Jr. A Vice Chairman of the Company since August 2000 with 59
management oversight of SunTrust Bank and responsibility for
corporate and investment banking. From 1997 until August 2000
he was an Executive Vice President of the Company. Prior to
1997, he was Chief Executive Officer of the Company's
Tennessee banking operations.
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Robert H. Coords An Executive Vice President of the Company and Chief 58
Efficiency and Quality Officer.
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Donald S. Downing An Executive Vice President of the Company and Mortgage Line 54
of Business Head.
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Samuel O. Franklin III An Executive Vice President of the Company and Chief Executive 57
Officer of the Company's Tennessee banking operations.
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Charles T. Hill An Executive Vice President of the Company and, since August 50
2000, President and Chief Executive Officer of the
Mid-Atlantic banking operations. Prior to August 2000, Mr.
Hill was Executive Vice President, Commercial Banking, and
Senior Credit Officer for the Mid-Atlantic region.
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Theodore J. Hoepner A Vice Chairman of the Company since August 2000 with 59
responsibility for the Company's technology and operations
functions, asset quality, efficiency and quality initiatives,
Human Resources and Legal and Regulatory Affairs. From 1997
until August 2000 he was an Executive Vice President of the
Company, with responsibility for the Company's Florida banking
operations, SunTrust Service Corporation, Human Resources and
efficiency and quality initiatives.
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L. Phillip Humann Chairman of the Board, President and Chief Executive Officer 55
of the Company. He is a Director of Coca-Cola Enterprises
Inc., Equifax Inc. and Haverty Furniture Companies, Inc. Mr.
Humann has been a director of the Company since 1991.
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Craig J. Kelly An Executive Vice President of the Company and Marketing 55
Director since January 2000. From 1997 to 2000, Mr. Kelly
served as Group Executive Vice President at Crestar Bank
responsible for Marketing. From 1987 to 1997, he was Senior
Vice President and Director of Marketing for Banc One
Corporation.
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George W. Koehn An Executive Vice President of the Company and, since August 57
2000, Chairman and Chief Executive Officer of the Company's
Florida banking operations. Prior to August 2000, Mr. Koehn
was President of the Florida banking operations and Chairman
and Chief Executive Officer of the Central Florida banking
unit.
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Robert R. Long An Executive Vice President of the Company and Chief Executive 63
Officer of the Company's Georgia banking operations.
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Carl F. Mentzer An Executive Vice President of the Company and Commercial Line 55
of Business Head. In May 1995, Mr. Mentzer was elected
Chairman of the Board and Chief Executive Officer of SunTrust
Bank, Tampa Bay and held that position until December 31, 1999.
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William P. O'Halloran Senior Vice President and Controller of the Company. 57
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Name Business Experience Age
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Dennis M. Patterson An Executive Vice President of the Company and Retail Banking 51
Line of Business Head, which includes the branch system, small
business banking, private banking, consumer lending, insurance
and credit card business. Prior to this, Mr. Patterson served
as the Company's Marketing Director, with additional
responsibility for corporate strategy development and
SunTrust's online subsidiary (telephone and Internet banking).
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William H. Rogers, Jr. An Executive Vice President of the Company. Since October 43
2000 Mr. Rogers has had responsibility for trust, investment
and private client services. Prior to October 2000, Mr.
Rogers was head of Georgia community banking and the Georgia
retail line of business.
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R. Charles Shufeldt An Executive Vice President and line of business head for the 50
Company's Corporate and Investment Banking Unit since August
2000. Prior to that, Mr. Shufeldt served as Senior Vice
President in the same unit.
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John W. Spiegel A Vice Chairman of the Company since August 2000 with 59
responsibility for the Company's finance-related functions.
Mr. Spiegel is also Chief Financial Officer, a position he has
held for more than five years. Prior to August 2000, he was
an Executive Vice President of the Company.
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James M. Wells III A Vice Chairman of the Company since August 2000 with 54
responsibility for oversight of the Company's commercial,
retail, mortgage and private client services lines of
business. He also has senior executive responsibility for the
Company's marketing and corporate strategy units, as well as
product management. From January 2000 to August 2000, Mr.
Wells served as President and Chief Executive Officer of the
Company's Mid-Atlantic region. From 1997 to January 2000 he
served as President and Chief Operating Officer of Crestar
Financial Corporation and Crestar Bank.
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Robert C. Whitehead An Executive Vice President of the Company and Chief 54
Information Officer.
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E. Jenner Wood, III President of SunTrust Bank since October 2000 and an Executive 49
Vice President of the Company. Prior to October 2000, Mr.
Wood was responsible for trust, investment and private client
services.
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Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
EXHIBIT INDEX
Exhibit Description
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3.1 Amended and Restated Articles of Incorporation of SunTrust Banks, Inc. ("Registrant")
effective as of November 14, 1989, and amendment effective as of April 24, 1998,
incorporated by reference to Exhibit 3.1 to Registrant's 1998 Annual Report on Form 10-K.
3.2 Amendment to Restated Articles of Incorporation of Registrant, effective April 18, 2000,
incorporated by reference to Exhibit 3.1 of Registrant's Form 10-Q as of March 31, 2000.
3.3 Bylaws of Registrant, amended effective as of August 8, 2000 (filed herewith).
4.1 Indenture Agreement between Registrant and Morgan Guaranty Trust Company of New York, as
Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-00084.
4.2 Indenture between Registrant and PNC, N.A., as Trustee, incorporated by reference to
Exhibit 4(a) to Registration Statement No. 33-62162.
4.3 Indenture between Registrant and The First National Bank of Chicago, as Trustee,
incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-62162.
4.4 Form of Indenture to be used in connection with the issuance of Subordinated Debt
Securities, incorporated by reference to Exhibit 4.4 to Registration Statement No.
333-25381.
4.5 Form of Supplemental Indenture to be used in connection with the issuance of Subordinated
Debt Securities, incorporated by reference to Exhibit 4.5 to Registration Statement No.
333-25381.
4.6 Form of Subordinated Debt Security, incorporated by reference to Exhibit 4.7 to
Registration Statement No. 333-25381.
4.7 Form of Preferred Securities Guarantee, incorporated by reference to Exhibit 4.8 to
Registration Statement No. 333-25381.
4.8 Form of Common Securities Guarantee, incorporated by reference to Exhibit 4.7 to
Registration Statement No. 333-25381.
4.9 Form of Indenture to be used in connection with the issuance of Subordinated Debt
Securities, incorporated by reference to Exhibit 4.4 to Registration Statement No.
333-46123.
4.10 Form of Floating Rate Subordinated Debt Security, incorporated by
reference to Exhibit 4.6.1 to Registration Statement No. 333-46123.
4.11 Form of Fixed Rate Subordinated Debt Security, incorporated by reference
to Exhibit 4.6.2 to Registration Statement No. 333-46123.
4.12 Form of Common Securities Guarantee, incorporated by reference to Exhibit
4.7 to Registration Statement No. 333-46123.
4.13 Form of Preferred Securities Guarantee, incorporated by reference to
Exhibit 4.8 to Registration Statement No. 333-46123.
4.14 Form of Supplemental Indenture to be used in connection with the issuance
by SunTrust of Floating Rate Subordinated Debt Securities, incorporated by
reference to Exhibit 4.9.1 to Registration Statement No. 333-46123.
4.15 Form of Supplemental Indenture to be used in connection with the issuance
by SunTrust of Fixed Rate Subordinated Debt Securities, incorporated by
reference to Exhibit 4.9.2 to Registration Statement No. 333-46123.
4.16 Form of Indenture, dated as of February 1, 1985, between SunTrust Bank
Holding Company (as successor in interest to Crestar Financial
Corporation) and The Chase Manhattan Bank, as Trustee, incorporated by
reference to Exhibit 4.3 to Registration Statement No. 333-61583.
4.17 Form of Indenture, dated as of September 1, 1993, between SunTrust Bank
Holding Company (as successor in interest to Crestar Financial
Corporation) and The Chase Manhattan Bank, as Trustee, incorporated by
reference to Exhibit 4.1 to Registration Statement No. 333-50387.
4.18 Form of Third Supplemental Indenture (to Indenture dated as of February 1,
1985), dated as of July 1, 1992, between SunTrust Bank Holding Company (as
successor in interest to Crestar Financial Corporation) and The Chase
Manhattan Bank, as Trustee, incorporated by reference to Registration
Statement No. 333-61583.
4.19 Form of resolutions of the Board of Directors of Crestar Financial
Corporation (now known as SunTrust Bank Holding Company) approving
issuance of $150 million of 8 3/4% Subordinated Notes Due 2004,
incorporated by reference to Exhibit 4.6 to Registration Statement No.
333-61583.
4.20 Form of First Supplemental Indenture (to Indenture dated as of September
1, 1993), dated as of January 1, 1998, between SunTrust Bank Holding
Company (as successor in interest to Crestar Financial Corporation) and
The Chase Manhattan Bank, as Trustee, incorporated by reference to Exhibit
4.7 to Registration Statement No. 333-61583.
Material Contracts and Executive Compensation Plans and Arrangements
10.1 Certificate of Trust of SunTrust Capital I, incorporated by reference to
Exhibit 4.1 to Registration Statement No. 333-25381.
10.2 Declaration of Trust of SunTrust Capital I, incorporated by reference to
Exhibit 4.2 to Registration Statement No. 333-25381.
10.3 Form of Amended and Restated Declaration of Trust to be used in connection
with the issuance of Preferred Securities, incorporated by reference to
Exhibit 4.3 to Registration Statement No. 333-25381.
10.4 Certificate of Trust of SunTrust Capital III, incorporated by reference to
Exhibit 4.1 to Registration Statement No. 333-46123.
10.5 Declaration of Trust of SunTrust Capital III, incorporated by reference to
Exhibit 4.2 to Registration Statement No. 333-46123.
10.6 Form of Amended and Restated Declaration of Trust to be used in connection
with the issuance of Floating Rate Preferred Securities, incorporated by
reference to Exhibit 4.3.1 to Registration Statement No. 333-46123.
10.7 Form of Amended and Restated Declaration of Trust to be used in connection
with the issuance of Fixed Rate Preferred Securities, incorporated by
reference to Exhibit 4.3.2 to Registration Statement No. 333-46123.
10.8 SunTrust Banks, Inc. Supplemental Executive Retirement Plan effective as
of August 13, 1996, and amendment effective as of November 10, 1998,
incorporated by reference to Exhibit 10.9 to Registrant's 1998 Annual
Report on Form 10-K.
10.9 Amendment to SunTrust Banks, Inc. Supplemental Executive Retirement Plan
effective as of February 10, 1998 (filed herewith).
10.10 SunTrust Banks, Inc. ERISA Excess Retirement Plan, effective as of August
13, 1996, and amendment effective as of November 10, 1998, incorporated by
reference to Exhibit 10.10 to Registrant's 1998 Annual Report on Form 10-K.
10.11 SunTrust Banks, Inc. Performance Unit Plan, amended and restated as of
August 11, 1998, incorporated by reference to Exhibit 10.11 to
Registrant's 1998 Annual Report on Form 10-K.
10.12 SunTrust Banks, Inc. Management Incentive Plan, amended and restated as of
February 8, 2000, incorporated by reference to Exhibit 10.11 to
Registrant's 1999 Annual Report on Form 10-K.
10.13 SunTrust Banks, Inc. 401(k) Excess Plan Amended and Restated as of July 1,
1999, incorporated by reference to Exhibit 10.12 to Registrant's 1999 Annual Report
on Form 10-K.
10.14 SunTrust Banks, Inc. Executive Stock Plan, incorporated by reference to
Exhibit 10.16 to Registrant's 1998 Annual Report on Form 10-K.
10.15 Amendment to SunTrust Banks, Inc. Executive Stock Plan, effective February
10, 1998, incorporated by reference to Exhibit 10.8 to Registrant's 1997
Annual Report on Form 10-K.
10.16 SunTrust Banks, Inc. Performance Stock Agreement, effective February 11,
1992, and First Amendment to Performance Stock Agreement effective
February 10, 1998, incorporated by reference to Exhibit 10.9 to
Registrant's 1997 Annual Report on Form 10-K.
10.17 SunTrust Banks, Inc. 1995 Executive Stock Plan, incorporated by reference
to Exhibit 10.16 to Registrant's 1999 Annual Report on Form 10-K.
10.18 Amendment to the SunTrust Banks, Inc. 1995 Executive Stock Plan, effective
as of August 11, 1998, incorporated by reference to Exhibit 10.20 to
Registrant's 1998 Annual Report on Form 10-K.
10.19 SunTrust Banks, Inc. 2000 Stock Plan, effective February 8, 2000,
incorporated by reference to Exhibit A to Registrant's 2000 Proxy
Statement on Form 14A.
10.20 SunTrust Banks, Inc. Deferred Compensation Plan, effective October 1, 1999
and Amendment Number One, effective October 31, 1999, incorporated by
reference to Exhibit 10.19 to Registrant's 1999 Annual Report on Form 10-K.
10.21 Amendment to Exhibit A to the SunTrust Banks, Inc. Deferred Compensation
Plan, effective January 1, 2000 (filed herewith).
10.22 SunTrust Banks, Inc. Directors Deferred Compensation Plan effective as of
January 1, 1994, incorporated by reference to Exhibit 10.21 to
Registrant's 1998 Annual Report on Form 10-K.
10.23 Crestar Financial Corporation Executive Life Insurance Plan, as amended
and restated effective January 1, 1991, and amendments effective December
18, 1992, March 30, 1998, and December 30, 1998, incorporated by reference
to Exhibit 10.23 to Registrant's 1998 Annual Report on Form 10-K.
10.24 1981 Stock Option Plan of Crestar Financial Corporation and Affiliated
Corporations, as amended through January 24, 1997, incorporated by
reference to Exhibit 10.24 to Registrant's 1998 Annual Report on Form 10-K.
10.25 Employment Agreement between Registrant and Richard G. Tilghman, effective
as of December 31, 1998, incorporated by reference to Exhibit 10.26 to
Registrant's 1998 Annual Report on Form 10-K.
10.26 Employment Agreement between Registrant and James M. Wells III, effective
as of December 31, 1998, incorporated by reference to Exhibit 10.24 to
Registrant's 1999 Annual Report on Form 10-K.
10.27 Crestar Financial Corporation Excess Benefit Plan, amended and restated
effective December 26, 1990 and amendments thereto (effective December 18,
1992, March 30, 1998 and December 30, 1998), incorporated by reference to
Exhibit 10.29 to Registrant's 1998 Annual Report on Form 10-K.
10.28 United Virginia Bankshares Incorporated Deferred Compensation Program
under Incentive Compensation Plan of United Virginia Bankshares
Incorporated and Affiliated Corporation, amended and restated through
December 7, 1983, incorporated by reference to Exhibit 10.30 to
Registrant's 1998 Annual Report on Form 10-K.
10.29 Amendments (effective January 1, 1987 and January 1, 1988) to United
Virginia Bankshares Incorporated Deferred Compensation Program Under
Incentive Compensation Plan of United Virginia Bankshares Incorporated and
Affiliated Corporation (filed herewith).
10.30 Amendment (effective January 1, 1994) to Crestar Financial Corporation
Deferred Compensation Program Under Incentive Compensation Plan of Crestar
Financial Corporation and Affiliated Corporations (filed herewith).
10.31 Amendment (effective September 21, 1995) to Crestar Financial Corporation
Deferred Compensation Program Under Incentive Compensation Plan of Crestar
Financial Corporation and Affiliated Corporations, incorporated by
reference to Exhibit 10.34 to Registrant's 1998 Annual Report on Form 10-K.
10.32 Crestar Financial Corporation Deferred Compensation Plan for Outside
Directors of Crestar Financial Corporation and Crestar Bank, amended and
restated through December 13, 1983 and amendments thereto (effective
January 1, 1985, April 24, 1991, December 31, 1993 and October 23, 1998),
incorporated by reference to Exhibit 10.35 to Registrant's 1998 Annual
Report on Form 10-K.
10.33 Amendment (effective January 1, 1999) to Crestar Financial Corporation
Deferred Compensation Plan for Outside Directors of Crestar Financial
Corporation, incorporated by reference to Exhibit 10.32 to Registrant's
1999 Annual Report on Form 10-K.
10.34 Crestar Financial Corporation Additional Nonqualified Executive Plan,
amended and restated effective December 26, 1990 and amendments thereto
(effective December 18, 1992, March 30, 1998 and December 30, 1998),
incorporated by reference to Exhibit 10.36 to Registrant's 1998 Annual
Report on Form 10-K.
10.35 Crestar Financial Corporation 1993 Stock Incentive Plan, as amended and
restated effective February 28, 1997, incorporated by reference to Exhibit
10(af) to Crestar Financial Corporation's 1997 Annual Report on Form 10-K.
10.36 Amendments (effective December 19, 1997) to Crestar Financial Corporation
1993 Stock Incentive Plan, incorporated by reference to Exhibit 10.38 to
Registrant's 1998 Annual Report on Form 10-K.
10.37 Crestar Financial Corporation Supplemental Executive Retirement Plan,
effective January 1, 1995 (filed herewith).
10.38 Amendments (effective December 20, 1996) to the Crestar Financial
Corporation Supplemental Executive Retirement Plan, incorporated by
reference to Exhibit 10(aj) to Crestar Financial Corporation's 1997 Annual
Report on Form 10-K.
10.39 Amendments (effective December 17, 1997) to Crestar Financial Corporation
Supplemental Executive Retirement Plan, incorporated by reference to
Exhibit 10(al) to Crestar Financial Corporation's 1997 Annual Report on
Form 10-K.
10.40 Amendments (effective December 19, 1997 and December 29, 1998) to the
Crestar Financial Corporation Supplemental Executive Retirement Plan,
incorporated by reference to Exhibit 10.42 to Registrant's 1998 Annual
Report on Form 10-K.
10.41 Crestar Financial Corporation Directors' Equity Program, effective January
1, 1996, incorporated by reference to Exhibit 10(ao) to Crestar Financial
Corporation's 1996 Annual Report on Form 10-K.
10.42 Amendment (effective December 20, 1996) to Crestar Financial Corporation
Directors' Equity Program, incorporated by reference to Exhibit 10(ap) to
Crestar Financial Corporation's 1996 Annual Report on Form 10-K.
10.43 Amendment (effective September 26, 1997) to Crestar Financial Corporation
Directors' Equity Program, incorporated by reference to Exhibit 10(ao) to
Crestar Financial Corporation's 1997 Annual Report on Form 10-K.
10.44 Amendments (effective October 23, 1998) to Crestar Financial Corporation
Directors' Equity Program, incorporated by reference to Exhibit 10.47 to
Registrant's 1998 Annual Report on Form 10-K.
10.45 Amendment (effective October 23, 1998) to Crestar Financial Corporation
Directors' Equity Program, incorporated by reference to Exhibit 10.44 to
Registrant's 1999 Annual Report on Form 10-K.
11.1 Statement re computation of per share earnings (filed herewith).
12.1 Ratio of Earnings to Fixed Changes (filed herewith).
13.1 Registrant's 2000 Annual Report to Shareholders (filed herewith).
21.1 Registrant's Subsidiaries (filed herewith).
22.1 Registrant's Proxy Statement relating to the 2001 Annual Meeting of
Shareholders, dated March 1, 2001, filed on March 1, 2001.
23.1 Consent of Independent Public Accountants (filed herewith).
Certain instruments defining rights of holders of long-term debt of
Registrant and its subsidiaries are not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. At the Commission's request, Registrant
agrees to give the Commission a copy of any instrument with respect to long-term
debt of Registrant and its consolidated subsidiaries and any of its
unconsolidated subsidiaries for which financial statements are required to be
filed under which the total amount of debt securities authorized does not exceed
ten percent of the total assets of Registrant and its subsidiaries on a
consolidated basis.
* Incorporated by reference.
Certain statistical data required by the Securities and Exchange Commission are
included on pages AR 9 thru AR 32.
SIGNATURES
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Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf on February 13, 2001 by the undersigned, thereunto duly authorized.
SUNTRUST BANKS, INC.
(Registrant)
By: /s/ L. Phillip Humann
----------------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed on February 13, 2001 by the following persons on behalf of the
Registrant and in the capacities indicated.
By: /s/ L. Phillip Humann
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L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
By: /s/ John W. Spiegel
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John W. Spiegel
Vice Chairman and
Chief Financial Officer
By: /s/ William P. O'Halloran
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William P. O'Halloran
Senior Vice President and Controller
(Chief Accounting Officer)
/s/ J. Hyatt Brown Director
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J. Hyatt Brown
/s/ Alston D. Correll Director
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Alston D. Correll
/s/ Douglas N. Daft Director
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Douglas N. Daft
/s/ A. W. Dahlberg Director
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A. W. Dahlberg
Director
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Patricia C. Frist
/s/ David H. Hughes Director
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David H. Hughes
Director
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M. Douglas Ivester
/s/ Summerfield K. Johnston, Jr. Director
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Summerfield K. Johnston, Jr.
/s/ Joseph L. Lanier, Jr. Director
---------------------------------------
Joseph L. Lanier, Jr.
Director
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Frank E. McCarthy
/s/ G. Gilmer Minor, III Director
---------------------------------------
G. Gilmer Minor, III
/s/ Larry L. Prince Director
---------------------------------------
Larry L. Prince
/s/ R. Randall Rollins Director
---------------------------------------
R. Randall Rollins
/s/ Frank S. Royal, M.D. Director
---------------------------------------
Frank S. Royal, M.D.
/s/ James B. Williams Director
---------------------------------------
James B. Williams