SYNOVUS FINANCIAL CORP, SC 13D/A, 2000-12-22

SYNOVUS FINANCIAL CORP
SC 13D/A, 2000-12-22
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(AMENDMENT NO. 2)*
Under the Securities Exchange Act of 1934
of
Elizabeth T. Corn (joined by her spouse)

Synovus Financial Corp.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $1.00 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

Common Stock: 87161C 10 5
--------------------------------------------------------------------------------
(CUSIP Number)

Garilou Page, Esq.
Synovus Financial Corp.
901 Front Avenue, Suite 202
Columbus, Georgia 31901
(706) 649-4793
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 6, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

The Exhibit Index is located on page 12 of this filing.

Page 1 of 16
<PAGE> 2

SCHEDULE 13D
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSIP No. 87161C 10 5 Page 2 of 16 Pages
-------------------------------------------------- ------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ELIZABETH T. CORN
----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]

----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
----------------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
30,743,119.061
-------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
30,743,119.061
----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,743,119.061 [ ]
----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Page 2 of 16
<PAGE> 3
<TABLE>
<CAPTION>
SCHEDULE 13D
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSIP No. 87161C 10 5 Page 3 of 16 Pages
-------------------------------------------------- ------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
LOVICK P. CORN
----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
----------------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,122,094.061
REPORTING -------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,431,276.061
----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,431,276.061
----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Page 3 of 16

<PAGE> 4

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 2 ("Amendment No. 2") to Schedule 13D relates to the
common stock, $1.00 par value (the "Common Stock"), of Synovus Financial Corp.
("Synovus"), a Georgia business corporation. The address of Synovus' principal
executive offices is 901 Front Avenue, Suite 301, Columbus, Georgia 31901.

ITEM 2. IDENTITY AND BACKGROUND.

Amendment No. 2 amends and restates the Schedule 13D, as previously
amended, of Elizabeth T. Corn. Mrs. Corn's husband, Lovick P. Corn, is joining
in this filing for the first time due to the recent transfer to him of certain
family holding company shares previously owned by Mrs. Corn. That transfer may
cause Mr. Corn to be deemed to share beneficial ownership of certain Synovus
shares that: (a) are held through such family holding company; (b) are also
beneficially owned by Mrs. Corn; and (c) constitute more than 5% of Synovus
Common Stock. Accordingly, Amendment No. 2 is being filed jointly by Mrs. Corn
and Mr. Corn, both in their individual capacities and as trustees of their
respective grantor retained annuity trusts ("GRATs") described in Item 3 below.
Mrs. Corn and Mr. Corn share the same household. The address of both Mrs. Corn
and Mr. Corn is c/o Synovus Trust Company, Post Office Box 120, Columbus,
Georgia 31902.

Mrs. Corn is a homemaker. Mr. Corn is an Advisory Director of W. C.
Bradley Co., the address of which is 1017 Front Avenue, Columbus, Georgia 31901.

Neither Mrs. Corn nor Mr. Corn has been convicted during the last five
years in any criminal proceeding (excluding traffic violations or similar
misdemeanors).

Neither Mrs. Corn nor Mr. Corn has been a party during the last five
years to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.

Both Mrs. Corn and Mr. Corn are citizens of the United States of
America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Amendment No. 2 is being filed pursuant to Rules 13d-1(k)(1) and 13d-2
promulgated under the Securities Exchange Act of 1934, as amended, to report the
following transactions in the stock of TB&C Bancshares, Inc., a Georgia
corporation ("TB&C"), through which Mrs. and Mr. Corn, as trustees of their
respective GRATs, may be deemed to beneficially own certain shares of Synovus
Common Stock.

- A gift on December 6, 2000, of 2,146,016 shares of common
stock (14.7% of the outstanding voting stock) of TB&C from
Mrs. Corn to Mr. Corn;

Page 4 of 16
<PAGE> 5
- A transfer on December 14, 2000, by Mrs. Corn of 2,139,061
shares of common stock (14.7% of the outstanding voting
stock) of TB&C to the 2000 Elizabeth T. Corn Trust, a grantor
retained annuity trust of which Mrs. Corn is the sole trustee
("Mrs. Corn's GRAT"), as well as gifts by Mrs. Corn of a
total of 6,955 shares of common stock of TB&C to her
children; and

- A transfer on December 14, 2000, by Mr. Corn of 2,146,016
shares of common stock (14.7% of the outstanding voting
stock) of TB&C to the 2000 Lovick P. Corn Trust, a grantor
retained annuity trust of which Mr. Corn is the sole trustee
("Mr. Corn's GRAT").

No funds or any other consideration has been or will be given in
connection with any of the gifts and transfers described above.

TB&C was formed in 1986 by Mrs. Corn and her brother and sister,
William B. Turner and Sarah T. Butler, to effect various family, financial and
estate planning goals. Since 1986, there have been six three-for-two splits of
Synovus Common Stock, as a result of which each share of Synovus Common Stock
outstanding in 1986 now represents approximately 11 shares of Synovus Common
Stock (disregarding any cash settlements of fractional shares). There were two
additional splits (one two-for-one split and one three-for-two split) between
the time Mrs. Corn filed her initial Schedule 13D in October 1980 and the
formation of TB&C in 1986. As a result, each share of Synovus Common Stock
outstanding in October 1980 now represents 34 shares of Synovus Common Stock.
These stock splits, together with the sharing of voting and investment power
over the shares her brother and sister contributed to TB&C, account for the vast
majority of increases since 1980 in the number of shares shown as beneficially
owned by Mrs. Corn.

As of the date of this report, the voting stock of TB&C is beneficially
owned primarily by: (1) Mrs. Corn, who owns 14.7% through Mrs. Corn's GRAT, (2)
Mr. Corn, who owns 14.7% through Mr. Corn's GRAT, (3) Mr. Turner and his wife,
who together own 28.9% through similar GRATs established by each of them and (4)
Mrs. Butler and her husband, who together own 30.8% through similar GRATs
established by each of them. Mrs. Corn is one of six directors of TB&C. Mr. Corn
is not a director of TB&C.

As of the date of this report, TB&C beneficially owns 14,309,182 shares
of Synovus Common Stock directly and may be deemed the beneficial owner of
13,311,843 shares of Common Stock indirectly pursuant to the Voting Lease
described below. On March 2, 1995, TB&C entered into an agreement (the "Voting
Lease") to lease certain rights in all shares of Common Stock held in trust by
Synovus Trust Company ("STC"), a wholly owned subsidiary of Synovus, under each
of the following trusts (collectively, the "Series 600 Trusts"): (a) STC as
Trustee u/w/o W. C. Bradley 6/22/45 for Sarah T. Butler; (b) STC as Trustee
u/w/o W. C. Bradley 6/22/45 for Elizabeth T. Corn; and (c) STC as Trustee u/w/o
W. C. Bradley 6/22/45 for William B. Turner.

Pursuant to the Voting Lease, TB&C has leased from STC the right to
vote and the right to tender all, but not less than all, of the Common Stock of
Synovus held by the Series 600 Trusts. The Voting Lease had an initial
five-year term and was renewed on February 29, 2000 for another five years. In
exchange for the lease of such rights, TB&C was required to make quarterly
payments to STC for the

Page 5 of 16
<PAGE> 6

initial lease term of five years, equal to $.03 per share of Synovus Common
Stock, which was .17% of $19.50, the closing price of a share of Synovus Common
Stock on the New York Stock Exchange on March 2, 1995. The quarterly lease
payments during the renewal term of the Voting Lease are equal to $.0265625 per
share of Synovus Common Stock, which is .17% of $15.625, the closing price of a
share of Synovus Common Stock on the New York Stock Exchange on March 2, 2000.
TB&C uses the quarterly cash dividends that it receives with respect to the
shares of Synovus Common Stock it owns directly as the source of funds to pay
these lease payments.

ITEM 4. PURPOSE OF TRANSACTION.

As indicated under Item 3, TB&C was formed to allow Mrs. Corn and her
brother and sister to effect various family, financial and estate planning goals
for themselves and their lineal descendants. The gift and transfers of TB&C
shares described under Item 3 have been effected in furtherance of these goals.
Mrs. and Mr. Corn plan to continue evaluating ways to achieve such goals.

Neither Mrs. Corn nor Mr. Corn currently has any plans or proposals
that relate to or would result in: (a) any person acquiring additional
securities of Synovus or disposing of securities of Synovus, other than through
Mr. Corn's participation in Synovus' Director Stock Purchase Plan (available to
Mr. Corn as an emeritus director of Synovus) and in Synovus' Dividend
Reinvestment and Direct Stock Purchase Plan; (b) an extraordinary corporate
transaction involving Synovus; (c) a sale or transfer of a material amount of
the assets of Synovus or any of its subsidiaries; (d) any change in the present
board of directors or management of Synovus; (e) any material change in the
present capitalization or dividend policy of Synovus; (f) any other material
change in Synovus' business or corporate structure; (g) any changes in Synovus'
charter or bylaws or other actions that might impede the acquisition of control
of Synovus; (h) the delisting of Synovus Common Stock from the New York Stock
Exchange; (i) the eligibility of Synovus Common Stock for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated in items
(a) through (i) above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) The percentages set forth below and on pages 2-3 hereof are
based on 284,673,291 shares of Synovus Common Stock outstanding on December 14,
2000, as provided by the Company.

MRS. CORN. Mrs. Corn could be construed to be the beneficial owner of
30,743,119.061 shares (10.8%) of the Synovus Common Stock. Certain of these
shares have been beneficially owned by Mrs. Corn for a number of years, with
such beneficial ownership often pre-dating the organization of Synovus and
extending to comparable beneficial ownership of the securities of Columbus Bank
and Trust Company, the lead bank subsidiary for which Synovus was initially
organized to acquire in 1972.

Mrs. Corn has shared voting and investment power as to all such shares
of Synovus Common Stock, consisting of: (a) 3,281 shares owned directly by Mrs.
Corn, as to which voting power and investment power are shared with Mr. Corn;
(b) 423,513.061 shares owned directly by Mr. Corn, as to

Page 6 of 16
<PAGE> 7

which Mrs. Corn shares voting and investment power with her husband; (c)
2,568,205 shares owned by the Bradley-Turner Foundation (the "B-T Foundation"),
a charitable foundation of which both Mrs. and Mr. Corn are trustees and as to
which voting power and investment power are shared with the other trustees of
such foundation; (d) 14,309,182 shares owned directly by TB&C, as to which
voting power and investment power are shared with the other directors of TB&C
and as to which certain investment power (involving major transactions requiring
approval by TB&C's shareholders) may be deemed to be shared with the other five
principal shareholders of TB&C; (e) 13,311,843 shares held in trust under the
Series 600 Trusts by STC, as trustee, subject to the terms of the Voting Lease
described in Item 3 above, as to which voting power, and, with respect to tender
offers, exchange offers and mergers, investment power, are shared with the other
directors of TB&C; and (f) 127,095 shares owned by Beloco, Inc., a
not-for-profit charitable corporation ("Beloco"), as to which voting power and
investment power are shared with the other trustees of Beloco. Investment power
with respect to the shares of Synovus Common Stock held by the Series 600 Trusts
is held by STC, as trustee, as to all matters other than tender offers, exchange
offers and mergers. The Bylaws of TB&C provide that voting power over all of the
shares owned or otherwise voted by TB&C shall be shared by the directors of
TB&C.

MR. CORN. Mr. Corn could be construed to be the beneficial owner of
17,431,276.061 shares (6.1%) of Synovus Common Stock. Mr. Corn has shared voting
and investment power as to 3,122,094.061 of these shares, as follows: (a)
423,513.061 shares owned directly by Mr. Corn, as to which Mr. Corn shares
voting and investment power with his wife; (b) 3,281 shares owned directly by
Mrs. Corn, as to which voting power and investment power are shared with Mr.
Corn; (c) 2,568,205 shares owned by the B-T Foundation, as to which voting power
and investment power are shared with the other trustees of the B-T Foundation;
and (d) 127,095 shares owned by Beloco, as to which voting power and investment
power are shared with the other trustees of Beloco. As a principal shareholder
of TB&C, Mr. Corn as sole trustee of Mr. Corn's GRAT may be deemed to share
certain investment power (involving major transactions requiring approval by
TB&C's shareholders) with the directors and the five other principal
shareholders of TB&C as to the 14,309,182 shares of Synovus Common Stock owned
directly by TB&C.

Additional information regarding the persons with whom Mrs. and Mr.
Corn share voting and/or investment power is included on the next page.

Page 7 of 16
<PAGE> 8

INFORMATION REGARDING THE
DIRECTORS AND CONTROLLING SHAREHOLDERS OF TB&C,
THE TRUSTEES OF THE B-T FOUNDATION,
THE TRUSTEES OF BELOCO,
AND SYNOVUS TRUST COMPANY AS TRUSTEE

<TABLE>
<CAPTION>
Capacity in Which Such Person Shares
Name and Address(1) Voting or Investment Power Present Principal Occupation and Address of Employment
-------------------------------- ----------------------------------- ------------------------------------------------------
<S> <C> <C>
William B. Turner Director and Controlling Shareholder Advisory Director of
of TB&C and Trustee of W. C. Bradley Co. (1017 Front Avenue,
B-T Foundation Columbus, GA 31901)

Chairman of the Executive Committee of
Synovus Financial Corp. (901 Front Ave., Suite 301
Columbus, GA 31901)

Sue Marie T. Turner Controlling Shareholder of TB&C Homemaker
and Trustee of B-T Foundation

Sarah T. Butler Director and Controlling Shareholder Homemaker
of TB&C and Trustee of B-T
Foundation

Clarence C. Butler Controlling Shareholder of TB&C Retired Physician
and Trustee of B-T Foundation St. Francis Hospital
P.O. Box 7000, Columbus, GA 31908

Elizabeth T. Corn Director and Controlling Shareholder Homemaker
of TB&C; Trustee of B-T Foundation;
and Trustee of Beloco

Lovick P. Corn Controlling Shareholder of TB&C; Advisory Director
Trustee of B-T Foundation; and W.C. Bradley Co.
Trustee of Beloco 1017 Front Avenue, Columbus, GA 31901

William B. Turner, Jr. Director of TB&C President
(adult son of William B. Turner) and Trustee of B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901

Stephen T. Butler Director of TB&C and Chairman of the Board
(adult son of Sarah T. Butler) Trustee of B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901

Elizabeth C. Ogie Director of TB&C; Trustee of Director
(adult daughter of Elizabeth T. of B-T Foundation; and Trustee of W. C. Bradley Co.
Corn) Beloco 1017 Front Avenue, Columbus, GA 31901

Sarah T. Martin Trustee of B-T Foundation Employee
(adult daughter of William B. Columbus Travel
Turner) 123 12th Street, Columbus, GA 31901

Polly C. Miller Trustee of B-T Foundation and Homemaker
(adult daughter of Elizabeth T. Trustee of Beloco
Corn)
</TABLE>

Page 8 of 16
<PAGE> 9

<TABLE>
<CAPTION>
Capacity in Which Such Person Shares
Name and Address(1) Voting or Investment Power Present Principal Occupation and Address of Employment
------------------ -------------------------- ------------------------------------------------------
<S> <C> <C>
Elizabeth B. Ramsay Trustee of B-T Foundation Shop Owner
(adult daughter of Sarah T. Galleria Riverside
Butler) 15 10th Street, Columbus, GA 31902

Susan C. Wainwright Trustee of Beloco Homemaker
(adult daughter of Elizabeth T.
Corn)

Sarah C. Irby Trustee of Beloco Homemaker
(adult daughter of Elizabeth T.
Corn)

Katherine C. Foster Trustee of Beloco Homemaker
(adult daughter of Elizabeth T.
Corn)

Gilbert B. Miller Trustee of Beloco Student
(adult son of Polly C. Miller) University of Georgia
Athens, GA 30605

Sam Wellborn Trustee of B-T Foundation Chairman of Synovus Foundation
P.O. Box 120
Columbus, GA 31902

Synovus Trust Company, Trustee of Series 600 Trusts Financial institution with trust powers
As Trustee
1148 Broadway, 2nd Floor
Columbus, GA 31901

</TABLE>
---------------
(1) Each individual named above is a citizen of the United States, and STC
is a state-chartered trust company formed under the laws of Georgia. None of the
above individuals or STC has, during the last five years: (a) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding become subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. The address of each individual named
above is c/o Synovus Trust Company, P.O. Box 120, Columbus, GA 31902.
---------------

Page 9 of 16
<PAGE> 10

(d) Pursuant to the Series 600 Trusts, STC has the power to
distribute dividends from an aggregate of 13,311,843 shares of Synovus Common
Stock held by the Series 600 Trusts. The Series 600 Trusts also authorize STC to
distribute up to $10,000 annually from the corpus of each trust, and any such
annual distributions could include sale proceeds from the sale of any of such
shares.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

Except as described herein or filed previously with respect to the
Schedule 13D, there are no contracts, arrangements, understandings or
relationships with respect to the Synovus Common Stock.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT A Lease of Rights between TB&C as Lessee and STC, as
Trustee of each of the Series 600 Trusts. (Filed in
March 1995 in paper form as EXHIBIT A to Amendment
No. 1 to the Schedule 13D of Elizabeth T. Corn and
omitted from this electronically filed restatement
pursuant to Rule 13d-2(e).)

EXHIBIT B Letter dated February 29, 2000, renewing the Lease
of Rights described under EXHIBIT A.

EXHIBIT C Power of Attorney from Elizabeth T. Corn,
individually and as trustee.

EXHIBIT D Power of Attorney from Lovick P. Corn, individually
and as trustee.

EXHIBIT E Agreement with respect to joint filing of Amendment
No. 2 to Schedule 13D pursuant to Rule
13d-1(k)(1)(iii), dated December 15, 2000, between
Elizabeth T. Corn and Lovick P. Corn.

Page 10 of 16
<PAGE> 11

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

December 21, 2000 Elizabeth T. Corn, individually and as trustee

By:/s/ Garilou Page
-----------------------------------------
Garilou Page, as Attorney in Fact

December 21, 2000 Lovick P. Corn, individually
and as trustee

By:/s/ Garilou Page
-----------------------------------------
Garilou Page, as Attorney in Fact

Page 11 of 16
<PAGE> 12

INDEX TO EXHIBITS

Exhibit Description of Exhibit
------- ----------------------
<S> <C>

EXHIBIT B Letter dated February 29, 2000, renewing the Lease
of Rights described under EXHIBIT A.

EXHIBIT C Power of Attorney from Elizabeth T. Corn,
individually and as trustee.

EXHIBIT D Power of Attorney from Lovick P. Corn, individually
and as trustee.

EXHIBIT E Agreement with respect to joint filing of Amendment
No. 2 to Schedule 13D pursuant to Rule
13d-1(k)(1)(iii), dated December 15, 2000, between
Elizabeth T. Corn and Lovick P. Corn.
</TABLE>

Page 12 of 16