<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
to
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File Number 0-16878
CBT CORPORATION
(Exact name of registrant as specified in charter)
KENTUCKY 61-1030727
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification No.)
333 BROADWAY, PADUCAH, KY 42001
(Addresses of principal executive offices)
Registrant's telephone number, including area code: (502) 575-5100
Securities registered pursuant to Section 12(b) of the Act:
Name on each exchange
Title of each class on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class)
Page 1
<PAGE> 2
By filing this amendment ("Amendment No. 1"), the undersigned
registrant hereby amends its Annual Report on Form 10-K for the year
ended December 31, 1996 ("1996 Form 10-K"), to include, as permitted
by Rule 15d-21 under the Securities Exchange Act of 1934, as amended
("Exchange Act"), the financial statements and exhibits required by
Form 11-K with respect to the CBT Corporation Retirement, Savings, and
Profit Sharing Plan, as amended ("Retirement Plan").
In accordance with Rule 12b-15 of the Exchange Act, Item 14 of Part IV
of the 1996 Form 10-K is hereby amended and restated to read in its
entirety as follows:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following consolidated financial statements of the registrant
and report of independent public accountants are included in the
Annual Report to Shareholders for the fiscal year ended December 31,
1996, on the pages indicated and are incorporated herein by reference.
<TABLE>
<CAPTION>
(1) Financial Statements: Annual Report
Description Page
<S> <C>
Report of Independent Public Accountants 29
Consolidated Statements of Income 30
Consolidated Balance Sheets 31
Consolidated Statements of Stockholders' Equity 32
Consolidated Statements of Cash Flows 33
Notes to Consolidated Financial
Statements 34-47
</TABLE>
As permitted by Rule 15d-21 of the Exchange Act, the financial
statements of the Retirement Plan and report of the independent
auditors of the Retirement Plan are filed with Amendment No. 1 at the
page indicated.
<TABLE>
<CAPTION>
Page of Amendment No. 1
Financial Statements: Retirement Plan
Description
<S> <C>
Report of Independent Auditors 6-7
Statements of Net Assets Available
for Plan Benefits 8
Statements of Changes in Net Assets
Available for Plan Benefits 9
Notes to Financial Statements 10-15
Schedule of Assets Held for Investment 18
Schedule of Reportable Transactions 19
</TABLE>
Page 2
<PAGE> 3
(2) Financial Statements Schedules:
Schedules are omitted because the information is not
applicable
(3) Exhibits:
The Exhibit Index is incorporated herein by reference. The management
contracts and compensatory plans or arrangements required to be filed
as exhibits to this Form 10-K pursuant to Item 14(c) are noted by
asterisk in the Exhibit Index.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of 1996.
(c) Exhibits
The exhibits listed on the Exhibit Index on pages 20 and
21 of this Form 10-K/A are filed herewith or are incorporated herein
by reference.
Page 3
<PAGE> 4
CBT CORPORATION
RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
Page 4
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 6 - 7
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 8
Statements of Changes in Net Assets Available for Benefits 9
Notes to Financial Statements 10 - 15
SUPPLEMENTAL INFORMATION
Independent Auditors' Report on Supplemental Information 17
Schedule of Assets Held for Investment Purposes,
Year Ended December 31, 1996 18
Schedule of Reportable Transactions,
Year Ended December 31, 1996 19
</TABLE>
Page 5
<PAGE> 6
Independent Auditors' Report
To the Administrative Committee of
CBT Corporation Retirement, Savings, and
Profit Sharing Plan
We were engaged to audit the accompanying statements of net
assets available for benefits of CBT Corporation Retirement,
Savings, and Profit Sharing Plan as of December 31, 1996 and
1995, and the related statements of changes in net assets
available for benefits for the years then ended and the
supplemental schedules of (1) assets held for investment purposes
and (2) reportable transactions as of December 31, 1996 and for
the year then ended. These financial statements are the
responsibility of the Plan's management.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's
Rules and Regulations for Reporting and Disclosures under the
Employee Retirement Income Security Act of 1974, the Plan
Administrator instructed us not to perform, and we did not
perform, any auditing procedures with respect to the information
summarized in Note F, which was certified by Aetna Life Insurance
and Annuity Company, except for comparing the information with
the related information included in the financial statements and
supplemental schedules. We have been informed by the
administrator that Aetna Life Insurance and Annuity Company holds
the Plan's investment assets and executes investment
transactions. The Plan Administrator has obtained a
certification report from Aetna Life Insurance and Annuity
Company as of and for the years ended December 31, 1996 and 1995
that the information provided by them to the Plan Administrator
is complete and accurate.
As described in Note A, these financial statements were prepared
on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than generally accepted accounting
principles.
Page 6
<PAGE> 7
Administrative Committee of
CBT Corporation Retirement, Savings,
and Profit Sharing Plan
Because of the significance of the information in the Plan's
financial statements that we did not audit, we are unable to, and
do not, express an opinion on the accompanying financial
statements and supplemental schedules taken as a whole. The form
and content of the information included in the financial
statements and supplemental schedules, other than that derived
from the information certified by Aetna Life Insurance and
Annuity Company, have been audited by us in accordance with
generally accepted auditing standards and, in our opinion, are
presented in compliance with the Department of Labor's Rules and
Regulations for Reporting and Disclosures under the Employee
Retirement Income Security Act of 1974.
/s/ Allen & Company, PSC
Allen & Company, PSC
Paducah, Kentucky
March 21, 1997
Page 7
<PAGE> 8
<TABLE>
<CAPTION>
CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1996 and 1995
ASSETS 1996 1995
<S> <C> <C>
Investments, at market (cost $2,585,555 in 1996 and
(2,311,389 in 1995) $3,570,628 $2,851,103
-----------------------
RECEIVABLES
Employer contributions 230,255 279,202
Employees contributions 0 17,543
Accrued interest and dividends 0 8,017
-----------------------
230,255 304,762
-----------------------
CASH AND CASH EQUIVALENTS 22,845 14,342
-----------------------
OTHER - UNALLOCATED INSURANCE CONTRACTS
Aetna Variable Fund 3,396,916 2,645,001
Aetna Fixed Fund 1,773,559 1,933,172
-----------------------
5,170,475 4,578,173
-----------------------
8,994,203 7,748,380
-----------------------
LIABILITIES
Other liabilities 0 363
NET ASSETS AVAILABLE FOR BENEFITS $8,994,203 $7,748,017
=======================
</TABLE>
The notes to financial statements are an integral part of this
statement.
Page 8
<PAGE> 9
<TABLE>
<CAPTION>
CBT CORPORATION RETIREMENT, SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31, 1996 and 1995
1996 1995
<S> <C> <C>
ADDITIONS
Contributions:
Employer $398,295 $448,213
Employees 548,682 549,482
Rollovers 118,037 336,224
Investment income:
Net unrealized appreciation in fair value of
investments 866,615 153,575
Dividends 67,825 53,573
Realized gains 144,714 657,851
----------------------
Total Additions 2,144,168 2,198,918
----------------------
DEDUCTIONS
Benefits to participants 897,982 2,559,737
----------------------
NET ADDITIONS (REDUCTIONS) 1,246,186 (360,819)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 7,748,017 8,108,836
-----------------------
End of Year $8,994,203 $7,748,017
=======================
</TABLE>
The notes to financial statements are an integral part of this
statement.
Page 9
<PAGE> 10
CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the
modified cash basis which is a comprehensive basis of accounting
other than GAAP and presents the assets available for Plan
benefits and related changes in such assets. The difference
between GAAP and modified cash basis is the method of determining
investment values. Modified cash basis presents investments at
market value rather than cost.
NOTE B - DESCRIPTION OF PLAN
Effective February 1, 1984, CBT Corporation (the Company) adopted
the CBT Corporation Retirement, Savings, and Profit Sharing Plan
(the Plan) for eligible employees of CBT Corporation and its
subsidiary companies. During 1994 the eligible employees of
Citizens Bank and Trust Company and Fidelity Credit Corporation
participated with CBT Corporation in the Plan. During 1994, the
eligible employees of Pennyrile Citizens Bank and Trust Co.
became participants in the Plan when $170,856 was transferred to
the Plan upon the merger of the Pennyrile Citizens Thrift Plan.
Also during 1994, the eligible employees of the Bank of Marshall
County, Graves County Bank, and United Commonwealth Bank became
participants in the Plan when $23,969 was transferred to the Plan
upon the merger of the BMC Bancorp, Inc. and Affiliated Companies
401(k) Plan.
The following description of the Plan is provided for general
information purposes only. Participants should refer to the Plan
Agreement for more complete information.
General
The Plan is a defined contribution plan (profit sharing/thrift)
covering those persons employed on the date the Plan was or
generally adopted, and subsequent employees who complete six
months of employment. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Plan Amendments
Effective January 1, 1995, CBT Corporation (the Company) amended
the CBT Corporation Retirement, Savings, and Profit Sharing Plan
(the Plan) for eligible employees of CBT Corporation and its
subsidiary companies, by adopting the Regional Prototype Defined
Contribution Plan and Trust sponsored by Great Lakes Pension
Services, Inc. Basic Plan Document # R1 and the applicable
provisions contained in the Accompanying Nonstandardized Profit
Sharing Plan Adoption Agreement.
Page 10
<PAGE> 11
CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE B - DESCRIPTION OF PLAN (Continued)
Plan Amendments (Continued)
On September 28, 1994, the Plan was amended to provide for
several changes to specific provisions of the Plan related to
plan mergers and consolidation, compensation, rollover
contributions, and individual investment directives. On December
29, 1994, the Plan was amended to comply with the provisions of
the Tax Reform Act of 1986, the Unemployment Compensation Act of
1992, and the Omnibus Budget Reconciliation Act of 1993.
Effective dates of the changes ranged from January 1, 1994 to
January 1, 1995. The most recent plan amendment, prior to
September 28, 1994 was on January 1, 1989.
Contributions
Each participant may enter into a salary reduction agreement
whereby the Company redirects to the participant's account in the
Plan an amount not to exceed the lesser of (a) 11 percent of the
participant's base salary or (b) the maximum amount allowable
pursuant to Section 402(g) of the Internal Revenue Code, as
amended. A matching contribution equal to one-half of the amount
redirected to the participant's account, not to exceed 6 percent
of the participant's base salary, is made by the Company for
qualifying participants or participants who have died, become
disabled or retired during the immediately preceding six month
period. An additional discretionary contribution is determined
by the Board of Directors may be made by the Company and is
allocated to qualifying participants in the ratio that each
qualifying participant's base salary for the year bears to the
total base salary of all qualifying participants for the year.
Investment Accounts
Each valuation date, the participant may elect for his account to
be invested in either of thirteen investment funds or the CBT
Stock Fund under the Plan. At December 31, 1996, the investment
funds are Federated Money Market, Growth & Income, Aetna Money
Market, Alger Small Cap, VIP Growth, Scudder International, Aetna
Bond, Aetna Managed, Aetna Fixed, VIP Equity-Income, VIP
Overseas, TCI Growth, and the CBT Stock Fund. The participant
may elect to invest his account balance in any one or all of the
thirteen investment options in whole increments of 5 percent.
Page 11
<PAGE> 12
CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE B - DESCRIPTION OF PLAN (Continued)
Vesting
The participant is vested immediately in rollover contributions
and deferred compensation contributions. Matching and
discretionary Company contributions will become vested based on
years of service. Vesting for participants of the Pennyrile and
BMC Plans is based on the total years of service with their
previous employer plus their service with CBT Corporation.
Company contributions are vested in accordance with the following
schedule:
<TABLE>
<CAPTION>
Years of Service Percentage
<S> <C>
Less than 2 0%
2, but less than 3 25%
3, but less than 4 50%
4, but less than 5 75%
5 or more 100%
</TABLE>
Participant Accounts
Each participant's account is credited with the participant's
contributions and an allocation of (a) the Company's
contribution; (b) plan earnings; and (c) forfeitures of
terminated participants' nonvested accounts. Allocations are
based on participant earnings or account balances, as defined.
The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
Payment of Benefits
On termination of service, a participant may elect to receive
either a lump-sum distribution equal to the value of his or her
account, installments over a ten-year period, or a combination of
the lump-sum and installment distribution.
Administrative Expenses
All administrative expenses related to the Plan were paid by the
Company during the years ended December 31, 1996 and 1995.
Reclassification
Due to the significant amount of rollovers into the Plan during
the prior year, rollovers have been made a separate line item in
the Statements of Changes in Net Assets Available for Benefits.
Page 12
<PAGE> 13
CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENTS
Investments are stated at their quoted market price, if
available. Investments that have no quoted market price are
stated at their estimated fair value. Gains and losses on the
sale of investments are computed on the specific identification
method.
<TABLE>
<CAPTION>
The following table presents the cost and market value of
investments at December 31, 1996 and 1995:
----------1996---------- -----------1995-------------
Description Cost Market Cost Market
<S> <C> <C> <C> <C>
Common stock $2,585,555 $3,570,628 $2,311,389 $2,851,103
</TABLE>
<TABLE>
<CAPTION>
Individual investments that represent 5 percent or more of the
Plan's net assets at December 31, 1996 and 1995 were:
-----------1996--------- ------------1995-------------
Cost Market Cost Market
<S> <C> <C> <C> <C>
CBT Corporation: $2,585,555 $3,570,628
129,841
CBT Corporation: $2,311,389 $2,851,103
123,962
shares
</TABLE>
NOTE D - DETERMINATION LETTER
The Plan obtained its latest determination letter on October 20,
1995, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code.
NOTE E - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will
become 100 percent vested in their accounts.
Page 13
<PAGE> 14
CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE F - INVESTMENT ACTIVITY
The following is a summary of the net assets and changes in net
assets for each investment fund as of and for the years ended
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Net Benefits Accr
Balance Contri- Investment Fund to Interest Balance
1/1/96 butions Income Transfer Participants Dividends 12/31/96
<S> <C> <C> <C> <C> <C> <C> <C>
Federated
Money $ 14,342 $511,303 $ 59,708 $(560,471) $ (2,037) $ 0 $ 22,845
Market
Aetna
Growth & 270,647 59,994 62,456 15,527 (40,463) 0 368,161
Income
Fund
Aetna Money
Market 318,963 29,465 15,566 360,164 (33,259) 0 690,899
Fund
Alger American
Small Cap 115,789 74,618 11,560 63,505 (16,542) 0 248,930
Fidelity VIP 248,049 68,683 45,679 138,726 (64,875) 0 436,262
Growth
Scudder 138,934 34,876 27,249 25,455 (10,724) 0 215,790
International
Aetna Bond Fund 254,510 26,402 7,197 (79,666) (10,291) 0 198,152
Aetna Managed 810,486 72,524 95,903 (285,955) (29,648) 0 663,310
Acct. Aetna
Fixed Account 1,933,172 146,323 97,188 (61,315) (341,809) 0 1,773,559
Fidelity VIP
Equity-Income 309,884 69,186 51,957 (35,505) (112,990) 0 282,532
Fidelity VIP
Overseas 108,542 19,410 15,008 19,890 (33,582) 0 129,268
TCI Growth 69,197 18,357 (2,279) 8,803 (27,293) 0 66,785
CBT Stock 2,859,120 0 591,962 294,015 (174,469) 0 3,570,628
------------------------------------------------------------------------------------------
TOTALS 7,451,635 1,131,141 1,079,154 (96,827) (897,982) 0 8,667,121
Contribution
Receivable 296,745 (66,490) 230,255
Transfer
Receivable 96,827 96,827
Other
Adjustment (363) 363
------------------------------------------------------------------------------------------
TOTALS $7,748,017 $1,065,014 $1,079,154 $ 0 $(897,982) $0 $8,994,203
</TABLE>
Page 14
<PAGE> 15
CBT CORPORATION RETIREMENT, SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
NOTE F - INVESTMENT ACCOUNTS ACTIVITY (Continued)
Net Benefits Accrued
Balance Contri- Investment Fund to Interest Balance
1/1/95 tions Income Transfers Participants Dividends 12/31/95
<S> <C> <C> <C> <C> <C> <C> <C>
Federated Money
Market $ 0 $ 497,217 $ 17,919 $ (495,819) $ (4,975) $ 0 $ 14,342
Aetna Growth &
Income Fund 0 57,985 54,451 175,829 (17,618) 0 270,647
Aetna Money
Market Fund 0 43,467 23,215 1,414,418 (1,162,137) 0 318,963
Alger American
Smnall Cap 0 46,328 27,271 43,361 (1,171) 0 115,789
Fidelity VIP
Growth 0 59,755 43,176 154,958 (9,840) 0 248,049
Scudder
Internatio 0 25,273 19,174 101,882 (7,395) 0 138,934
Aetna Bond Fund 0 46,949 36,459 177,532 (6,430) 0 254,510
Aetna Managed
Account 0 91,956 160,674 654,233 (96,377) 0 810,486
Aetna Fixed
Account 0 215,037 119,237 2,456,227 (857,329) 0 1,933,172
Fidelity VIP
Equity-Income 0 97,366 68,542 244,505 (100,529) 0 309,884
Fidelity VIP
Overseas 0 25,642 9,015 95,343 (21,458) 0 108,542
TCI Growth 0 10,983 20,275 68,609 (30,670) 0 69,197
CBT Stock 2,115,678 34,322 221,505 723,406 (243,808) 8,017 2,859,120
Money Market Fund 1,527,244 (33,878) 13,156 (1,506,522) 0 0 0
CBT Strategic
Fund 3,339,470 (105,806) 20,586 (3,254,250) 0 0 0
Aetna Fixed 910,894 (30,260) 4,568 (885,202) 0 0 0
Aetna Stock 215,550 (52,818) 5,778 (168,510) 0 0 0
---------------------------------------------------------------------------------
TOTALS $8,108,836 $1,029,518 $865,001 $ 0 $2,559,737 $8,017 $7,451,635
Contribution
Receivable 296,745
Other
Adjustment (363)
---------------------------------------------------------------------------------
TOTALS $7,748,017
</TABLE>
Page 15
<PAGE> 16
SUPPLEMENTAL INFORMATION
Page 16
<PAGE> 17
Independent Auditors' Report on Supplemental Information
To the Administrative Committee of
CBT Corporation Retirement, Savings, and
Profit Sharing Plan
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting Disclosures under the Employee
Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Allen & Company, PSC
Allen & Company, PSC
Paducah, Kentucky
March 21, 1997
Page 17
<PAGE> 18
CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
SCHEDULE G - ITEM 27a -
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
(b) (c) (d) (e)
(a) Identity of Description of Cost Current
Issue Investment Value
<S> <C> <C> <C>
Aetna Life & Variable Annuity $ 1,773 $1,773,559
Annuity Fixed Account
Aetna Life & Variable Annuity $ 3,396 $3,396,916
Annuity Pooled Sep. Acct.
CBT Corp. of Common Stock $2,585,555 $3,570,628
Kentucky
</TABLE>
See Independent Auditors' Report.
Page 18
<PAGE> 19
CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
SCHEDULE G - ITEM 27d -
SERIES OF REPORTABLE TRANSACTIONS OR
SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE
CURRENT VALUE OF PLAN ASSETS
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (h)
Current
Value of
Assets on
Identity Transaction
of Party Description Purchase Selling Cost of Date
Involved of Assets Price Price Asset
<S> <C> <C> <C> <C> <C>
Aetna Variable
Life Annuity $215,811 $215,811 $215,811
Fixed
Aetna Variable
Life Annuity $2,024,047 $2,024,047 $2,024,047
Fixed
CBT Corp.
of KY Common $761,653 $761,653 $761,653
Stock
CBT Corp. Common $650,746 $650,746
Stock
</TABLE>
See Independent Auditors' Report.
Page 19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on behalf by the undersigned, thereunto
duly authorized.
CBT CORPORATION
/s/ William J. Jones
William J. Jones
President and Chief Executive Officer
Date: April 29, 1997
EXHIBIT INDEX
NUMBER DESCRIPTION PAGE
3(a), 4(b) Articles of Incorporation of CBT Corporation,
as amended are incorporated by reference to
Exhibit 4(a), of Amended Form 10-Q of CBT
Corporation dated September 6, 1994.
3(b), 4(b) Articles of Amendment to the Articles of Incorporation
of CBT Corporation are incorporated by reference to
Exhibit 4(b) of Form 10-Q of CBT Corporation dated
June 30, 1995.
3(c), 4(c) By-Laws of CBT Corporation are incorporated
by reference to Exhibit 3, to the Registration
Statement of Form S-14 of CBT Corporation
(Registration No. 2-83583).
10(a) **Form of Severance Protection Agreement
between CBT Corporation and certain executive
officers is incorporated by reference to Exhibit 10 of
Form 10-Q of CBT Corporation dated September 30, 1996.
10(b) **CBT Corporation 1986 Stock Option Plan is
incorporated by reference to Exhibit 4 of
Registration Statement on Form S-8 of CBT
Corporation (Registration No. 33-28512).
10(c) **CBT Corporation 1993 Stock Option Plan
is incorporated by reference to Form 10-Q
of CBT Corporation dated March 31, 1993.
10(d) **Salary Continuance Agreement is incorporated
by reference to Exhibit 10(c) of the Form 10-K
of CBT Corporation for the year ended December
31, 1990.
Page 20
<PAGE> 21
10(e) **Description of Incentive Compensation Plan (previously filed)
13 Portions of the Annual Report to Security (previously filed)
Holders
21 Subsidiaries of the Registrant (previously filed)
23 Consent of Independent Public Accountants (previously filed)
23(a) Consent of Independent Public Accountants 22 - 23
27 Financial Data Schedule (previously filed)
** Denotes management contracts or compensatory plans or
arrangements required to be filed as exhibits to this Form 10-K.
Page 21
<PAGE> 22
EXHIBIT NO. 23(a)
CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Page 22
<PAGE> 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incorporate
by reference of our report dated March 21, 1997, included in CBT
Corporation's annual report to shareholders in this Form 10-K/A as
of December 31, 1996 into CBT Corporation's previously filed
registration statements No. 33-34459 (Retirement, Savings and Profit
Sharing Plan) and No. 33-56305 (Retirement, Savings and Profit Sharing
Plan).
/s/ Allen & Company, PSC
ALLEN & COMPANY, PSC
April 29, 1997
Page 23
