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PUBLIC DISCLOSURE September 13, 2004 COMMUNITY REINVESTMENT ACT PERFORMANCE EVALUATION The First Bank and Trust Company 223322 P. O. Box 1000 Abingdon, Virginia 24212-1000 Federal Reserve Bank of Richmond P. O. Box 85029 Richmond, Virginia 23261 NOTE: This document is an evaluation of this institution's record of meeting the credit needs of its entire community, including low- and moderate- income neighborhoods, consistent with safe and sound operation of the institution. This evaluation is not, nor should it be construed as, an assessment of the financial condition of this institution. The rating assigned to this institution does not represent an analysis, conclusion, or opinion of the federal financial supervisory agency concerning the safety and soundness of this financial institution.

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Page 1: The First Bank & Trust Company 09/13/04 Performance Evaluation/media/richmondfedorg/cra_pes/2004… · COMMUNITY REINVESTMENT ACT PERFORMANCE EVALUATION The First Bank and Trust Company

PUBLIC DISCLOSURE

September 13, 2004

COMMUNITY REINVESTMENT ACT PERFORMANCE EVALUATION

The First Bank and Trust Company

223322

P. O. Box 1000

Abingdon, Virginia 24212-1000

Federal Reserve Bank of Richmond P. O. Box 85029

Richmond, Virginia 23261

NOTE: This document is an evaluation of this institution's record of meeting the credit needs of its entire community, including low- and moderate-income neighborhoods, consistent with safe and sound operation of the institution. This evaluation is not, nor should it be construed as, an assessment of the financial condition of this institution. The rating assigned to this institution does not represent an analysis, conclusion, or opinion of the federal financial supervisory agency concerning the safety and soundness of this financial institution.

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TABLE OF CONTENTS

Institution Rating

Institution’s CRA Rating............................................. 1 Table of Performance Test Ratings.................................... 1 Summary of Major Factors Supporting Rating........................... 1

Institution Description of Institution........................................... 2 Scope of Examination................................................. 3 Conclusions With Respect to Performance Tests........................ 3

Multistate Metropolitan Area Multistate Metropolitan Area Rating.................................. 7 Scope of Examination................................................. 7 Description of Operations............................................ 7 Conclusions With Respect to Performance Tests........................ 10

State State Rating......................................................... 18 Scope of Examination................................................. 18 Description of Operations............................................ 18 Conclusions With Respect to Performance Tests........................ 19

Metropolitan Area Description of Operations............................................ 20 Conclusions With Respect to Performance Tests........................ 23

Nonmetropolitan Area Description of Operations............................................ 30 Conclusions With Respect to Performance Tests........................ 32

Appendices

CRA Appendix A: Scope of Examination................................ 40 CRA Appendix B: Summary of State and Multistate Metropolitan Area Ratings................ 41 CRA Appendix C: Glossary............................................ 42

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The First Bank and Trust Company CRA Public Evaluation Lebanon, Virginia September 13, 2004

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INSTITUTION RATING

INSTITUTION'S CRA RATING: The First Bank and Trust Company is rated "SATISFACTORY." The following table indicates the performance level of The First Bank and Trust Company with respect to the lending, investment, and service tests.

The First Bank and Trust Company PERFORMANCE

LEVELS PERFORMANCE TESTS

Lending Test*

Investment Test

Service Test

Outstanding

High Satisfactory

X X X

Low Satisfactory

Needs to Improve

Substantial Noncompliance

* The lending test is weighted more heavily than the investment and

service tests in determining the overall rating. Major factors supporting the institution’s rating include: • Performance within both the multistate Johnson City-Kingsport-Bristol Virginia-

Tennessee Metropolitan Statistical Area (MSA) and the Commonwealth of Virginia is rated Satisfactory.

• Lending activity overall is consistent with the bank’s capacity and market presence. • A substantial majority of the institution’s Home Mortgage Disclosure Act (HMDA),

small business, and small farm loans were originated within the bank’s assessment areas.

• While the geographic and borrower distribution of loans in the markets is varied,

overall, the performance is considered good. • The level of qualified community development investments is considered good relative

to available opportunities and bank capacity. • Delivery systems and branch locations are accessible to all segments of the

assessment areas reviewed.

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The First Bank and Trust Company CRA Public Evaluation Lebanon, Virginia September 13, 2004

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• A relatively high level of community development services was identified. • There have been no complaints regarding the bank’s CRA performance since the

previous CRA evaluation. DESCRIPTION OF INSTITUTION Headquartered in Lebanon, Virginia, The First Bank and Trust Company (FBTC) is a wholly- owned subsidiary of a single bank holding company, First Bancorp. The institution has one subsidiary, First B & T Financial Services, Inc. Currently, FBTC has ten office locations throughout Virginia and four in Tennessee. Since the previous CRA evaluation, two branches in Wise and Norton, Virginia, have been acquired (May 2003). In addition, a loan production office was opened in Blacksburg, Virginia, in March 2004. As of June 30, 2004, the bank had assets of approximately $600 million of which 79.4% were loans. The loan portfolio was comprised of 29% one- to four-family residential real estate secured, 39.6% commercial real estate and farm, 21.6% commercial and agriculture, 8.1% consumer and 1.7% other. Deposits, as of June 30, 2004, were $518 million. From December 31, 2002, to June 30, 2004, bank assets, loans, and deposits have increased by 23.2%, 30.7%, and 22.1%, respectively. At the previous CRA evaluation dated October 21, 2002, FBTC’s performance was rated Satisfactory. The following tables detail the composition of the bank’s assessment areas based on both 1990 and 2000 census data. The tables include the number and percentages of branches, volume of lending, and volume of deposits by assessment area. The first table provides reported loan volume information for loans originated in 2002, and the second table provides loan volume information for loans reported in 2003.

Table based on 1990 Census Data

Branches Volume of

Loans Assessment Area

Name City/County

Areas Included

# % # %

Deposit Volume*

Washington All Bristol All

Johnson City-Kingsport-Bristol, Tennessee-Virginia MSA

Sullivan All 8 66.6% 539 52.5% 55.1%

Russell County Russell All 2 16.7% 328 31.9% 17.5% Augusta All

Rockingham

101.98-106.00, 112.00-120.98

Harrisonburg All Staunton All

Augusta/ Rockingham Counties

Waynesboro All

2 16.7% 82 8% 27.4%

* Deposit data as of June 30, 2003.

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The First Bank and Trust Company CRA Public Evaluation Lebanon, Virginia September 13, 2004

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Table based on 2000 Census Data

Branches Volume of

Loans Assessment Area Name

City/County Areas

Included # % # %

Deposit Volume*

Washington All Bristol All

Johnson City-Kingsport-Bristol, Tennessee-Virginia MSA

Sullivan All 8 57.1% 949 50.6% 55.1%

Russell All Wise All Russell County Norton All

4 28.6% 481 25.6% 17.5%

Augusta All

Rockingham

101.98-106.00, 112.00-120.98

Harrisonburg All Staunton All

Augusta/ Rockingham Counties

Waynesboro All

2 14.3% 305 16.2% 27.4%

* Deposit data as of June 30, 2003. Detailed descriptions of each assessment area are included in following sections within this report. SCOPE OF EXAMINATION The review of the bank’s lending activity includes loans reported under HMDA, small business, and small farm loans originated or purchased during the review period from January 1, 2002, to December 31, 2003. Community development loans were also considered from this time period. Additionally, all community development investments and services outstanding as of the evaluation date were considered regardless of when made. The three assessment areas were evaluated using the interagency examination procedures developed by the Federal Financial Institution’s Examination Council (FFIEC). An overall rating and a rating for the lending, investment, and service tests are assigned to the Johnson City-Kingsport-Bristol, Tennessee-Virginia MSA, and to the Commonwealth of Virginia. State ratings are based only on performance in the assessment areas outside the multistate MSA. CONCLUSIONS WITH RESPECT TO PERFORMANCE TESTS LENDING TEST An analysis of lending for the review period is discussed in greater detail later in this evaluation for assessment areas. The lending test is rated high satisfactory overall based on lending activity, distribution of loans, and community development lending. Area demographic data, Dun and Bradstreet (D&B) business data, and market aggregate information are used as proxies for demand when evaluating the bank’s

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The First Bank and Trust Company CRA Public Evaluation Lebanon, Virginia September 13, 2004

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performance. Aggregate data includes FBTC and all other reporting institutions that originated loans of the type considered within the bank’s assessment areas. Demographic data are from the 1990 and 2000 censuses; D&B business data, market HMDA, and aggregate data are from calendar years 2002 and 2003.

Lending Activity:

The institution primarily serves its market through direct lending and offers a variety of credit products. The loan-to-deposit ratio is one measure of a bank’s lending relative to its capacity. During a seven-quarter period ending June 30, 2004, the quarterly average loan-to-deposit ratio for all banks headquartered in nonmetropolitan areas of Virginia and of similar asset size to FBTC ranged from 75.3% to 79%. The bank’s average loan-to-deposit ratio for the same seven-quarter period is 84.9%. No barriers to the bank’s ability to lend were noted.

Various loan products are available through the institution including consumer, residential mortgage, home equity, and commercial loans. In addition, FBTC is a certified lender with both the Small Business Administration (SBA) and the United States Department of Agriculture Farm Service Agency (FSA). The FSA loan program serves as a temporary source of supervised credit and technical support for rural Americans to improve their farming enterprises until they are able to qualify for private-sector resources. In 2002, the bank originated six SBA and four FSA loans totaling $567,500 and $1,515,000, respectively. In 2003, ten SBA loans totaling $1,483,950 and eight FSA loans totaling $3,107,000 were originated by the institution.

In addition, the bank, through its membership with the Federal Home Loan Bank of Atlanta (FHLBA), partnered with local community-based organizations to provide funds to replace homes damaged during the 2002 flood in Hurley, Virginia, and subsidized loans for down payment and closing cost assistance. The bank was approved for $54,000 in Affordable Housing Program grants from the FHLBA to fund the costs of the low-income housing project. In addition, FHLBA grants totaling $8,000 were acquired by the bank and extended to two low-income individuals for down payment and closing cost assistance.

Lending activity is considered good relative to the bank’s capacity to lend and the economic conditions within its market areas.

Assessment Area Concentration:

The institution’s lending volume for HMDA, small business, and small farm from January 1, 2002, to December 31, 2003, is represented in the following table.

Lending Inside and Outside the Assessment Area Inside Outside

# % $('000s) % # % $('000s) %

HMDA home purchase 289 93.2% $21,284 91% 21 6.8% $2,104 9% HMDA refinance 675 94.4% $57,190 93% 40 5.6% $4,289 7% HMDA home improvement

252 96.2% $4,155 95.3% 10 3.8% $203 4.7%

HMDA multifamily 6 100% $6,166 100% 0 0% $0 0%

Total HMDA-related 1,222 94.5% $88,795 93.1% 71 5.5% $6,596 6.9%

Total small business 999 93.2% $63,267 87.8% 73 6.8% $8,831 12.2%

Total small farm 463 85.9% $18,457 73.3% 76 14.1% $6,715 26.7%

TOTAL LOANS 2,684 92.4% $170,519 88.5% 220 7.6% $22,142 11.5%

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As depicted above, a substantial majority of loans, both by number and dollar amount, for the product lines included in the analysis have been provided to residents and businesses of the bank’s assessment area. Geographic and Borrower Distribution: Further analysis of small business, small farm, and HMDA loans by assessment area is discussed in greater detail later in the report. Overall, the geographic distribution of loans and lending to individuals of varying incomes and to businesses of different sizes is considered good. In all cases, the bank’s performance was compared to demographic proxies for demand, as well as available aggregate loan data. Community Development Lending: FBTC originated one loan totaling $5,750,000 to finance the construction of a school within the Russell County assessment area. This level of lending is considered adequate. Detailed discussion of this lending activity is included in the appropriate assessment area section. INVESTMENT TEST The institution’s level of responding to community development needs through its investment activities is rated high satisfactory. Qualified community development investments include two bonds totaling $1,500,000 issued by the Virginia Housing Development Authority (VHDA). The VHDA is a public mortgage lender that serves the housing needs of low- and moderate-income individuals throughout the Commonwealth of Virginia. In addition to the VHDA bonds, the bank has purchased 120 bonds totaling $1,200,000 through the Industrial Development Authority in Russell County, Virginia. The bonds will finance a wood products/finishing manufacturing facility located in Russell County, Virginia, which will provide approximately 298 jobs to low- and moderate-income individuals. During the evaluation period, the bank contributed an adequate amount of grants and donations to a variety of organizations that primarily assist low- and moderate-income residents or geographies. Investments targeting specific markets are discussed in each assessment area evaluation. SERVICE TEST The bank’s overall performance under the service test is rated high satisfactory. Delivery systems, branch locations, and hours of operation are considered accessible and convenient to all portions of the assessment areas. Of the 14 branch offices, four (28.6%) are located within moderate-income areas. In addition, the bank provides a local community development corporation with a premium interest rate deposit account. As required by the Federal Deposit Insurance Corporation Improvement Act of 1991, FBTC has adopted a branch closing policy.

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COMPLIANCE WITH ANTIDISCRIMINATION LAWS No credit practices inconsistent with the substantive provisions of the fair housing and fair lending laws and regulations were identified. Adequate policies, procedures, and training programs have been developed to support nondiscrimination in lending activities.

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The First Bank and Trust Company CRA Public Evaluation Lebanon, Virginia September 13, 2004

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MULTISTATE METROPOLITAN AREA

CRA RATING FOR JOHNSON CITY-KINGSPORT-BRISTOL, TN-VA MSA: Satisfactory

The lending test is rated: High Satisfactory The investment test is rated: High Satisfactory The service test is rated: High Satisfactory

Major factors supporting the rating include:

• Lending activity is consistent with the bank’s capacity and helps meet identified community credit needs.

• A high percentage of loans were concentrated within the assessment area.

• The geographic and borrower distribution of loans is considered good.

• Delivery systems and branch locations are readily accessible to all segments of

the assessment area.

• The bank provides a relatively high level of community development services relative to identified community needs.

SCOPE OF EXAMINATION Performance was evaluated for the period January 1, 2002, through December 31, 2003. For the lending test, HMDA, small business/farm loan data were evaluated. Qualified community development lending originated during the same period was considered. The institution’s efforts to serve its market through qualified community development investments and services since the previous evaluation were reviewed. DESCRIPTION OF INSTITUTION’S OPERATIONS IN JOHNSON CITY-KINGSPORT-BRISTOL, TN-VA MSA 1990 Census The multistate MSA includes Washington County and the City of Bristol, Virginia, and Sullivan and Washington Counties, Tennessee. This assessment area contains 73 census tracts of which one is low-income, 15 are moderate-income, 32 are middle-income, 23 are upper income, and two reported median family incomes of zero and are unpopulated. According to the 1990 census data, this market has a population of 300,224 and a median housing value of $54,777. The owner-occupancy rate for the area is 67.2%, which exceeds the rates for both Tennessee (62.2%) and Virginia (60.9%), but lower than the MSA (68.3%). Within the assessment area, 11.4% of families are living below the poverty level, which is lower for both the rates for Tennessee (12.4%) and the MSA (12.5%) but higher than the rate for Virginia (7.7%). The 2002 median family income for the MSA is $41,800. The following table provides demographics for the assessment area based on 1990 census data by the income level of families, the type and distribution of housing units, and distribution of local businesses.

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2000 Census Based on the 2000 census, the Johnson City-Kingsport-Bristol, TN-VA MSA includes 69 census tracts of which 12 are moderate-income, 40 are middle-income, and 17 are upper income. This market has a population of 328,716 and a median housing value of $84,310. The owner-occupancy rate for the area is 67.1%, which exceeds the rates for both Tennessee (64%) and Virginia (63.3%), but lower than the MSA (67.7%). Within the assessment area, 9.8% of families are living below the poverty level, which is lower for both the rates for Tennessee (10.3%) and the MSA (10.6%) but higher than the rate for Virginia (7%). The 2003 median family income for the MSA is $42,200.

# % # % # % # %1 1.4 8 0.0 8 100.0 16,972 19.615 20.5 14,155 16.3 3,103 21.9 14,883 17.232 43.8 46,228 53.3 5,367 11.6 17,577 20.323 31.5 26,297 30.3 1,422 5.4 37,256 43.02 2.7 0 0.0 0 0.0 0 0.0

73 100.0 86,688 100.0 9,900 11.4 86,688 100.0

# % % # % # %47 0 0.0 0.0 47 100.0 0 0.0

23,446 11,976 14.1 51.1 9,217 39.3 2,253 9.665,707 46,465 54.7 70.7 14,777 22.5 4,465 6.837,158 26,500 31.2 71.3 8,644 23.3 2,014 5.4

0 0 0.0 0.0 0 0.0 0 0.0126,358 84,941 100.0 67.2 32,685 25.9 8,732 6.9

# % # % # % # %262 3.5 221 3.4 34 3.6 7 5.6

1,331 17.7 1,155 17.9 154 16.4 22 17.53,464 46.1 2,993 46.4 405 43.2 66 52.42,460 32.7 2,084 32.3 345 36.8 31 24.6

0 0.0 0 0.0 0 0.0 0 0.07,517 100.0 6,453 100.0 938 100.0 126 100.0

85.8 12.5 1.7

# % # % # % # %0 0.0 0 0.0 0 0.0 0 0.038 15.1 38 15.4 0 0.0 0 0.0192 76.5 188 76.1 3 100.0 1 100.021 8.4 21 8.5 0 0.0 0 0.00 0.0 0 0.0 0 0.0 0 0.0

251 100.0 247 100.0 3 100.0 1 100.0

98.4 1.2 0.4

Upper NA Total

Percentage of Total Farms:

Revenue not

Reported

Low Moderate Middle

NA Tracts are tracts without household or family income.

NA Total

Percentage of Total Businesses:

Sources: 1990 Census Data, 2003 Dun & Bradstreet business demographic data.

Total Farms

by Tract Farms by Tract and Revenue Size

Less than or =

$1 Million Over $1 Million

Low Moderate Middle Upper

Businesses by Tract and Revenue Size Less than or =

$1 Million Over $1 Million Revenue not

Reported

NA Total

Total Businesses

by Tract

Low Moderate Middle Upper

Housing Types by Tract Owner Occupied Rental Vacant

NA Total

Housing Units by Tract

Low Moderate Middle Upper

Johnson City MSA - 2002ASSESSMENT AREA DEMOGRAPHICS

Income

Categories

Tract Distribution Families by Tract Income

Families < Poverty as a % of Families by

Tract

Families by

Family Income

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The following table provides demographics for the assessment area based on 2000 census for the Johnson City MSA.

The local economy has a well-balanced manufacturing, trade, and services base. Major employers in the area include Eastman Chemical Company (manufacturer), Mountain States Health Alliance (healthcare), Wellmont Health System (healthcare), and Bristol Compressors (manufacturer). As of August 2004, the unemployment rates for the City of Bristol and the Counties of Washington, Virginia, and Sullivan and Washington, Tennessee, are 5.4%, 4.8%, 4.5%, and 4.6%, respectively. In addition, the rates for the MSA, Tennessee, and Virginia are 5.1%, 4.9%, and 3.7%, respectively.

# % # % # % # %0 0.0 0 0.0 0 0.0 16,870 17.912 17.4 10,470 11.1 2,233 21.3 16,523 17.540 58.0 59,979 63.5 5,807 9.7 21,586 22.917 24.6 23,933 25.4 1,206 5.0 39,403 41.70 0.0 0 0.0 0 0.0 0 0.0

69 100.0 94,382 100.0 9,246 9.8 94,382 100.0

# % % # % # %0 0 0.0 0.0 0 0.0 0 0.0

20,160 8,864 8.9 44.0 9,262 45.9 2,034 10.193,276 64,566 64.9 69.2 21,175 22.7 7,535 8.134,849 26,107 26.2 74.9 6,511 18.7 2,231 6.4

0 0 0.0 0.0 0 0.0 0 0.0148,285 99,537 100.0 67.1 36,948 24.9 11,800 8.0

# % # % # % # %0 0.0 0 0.0 0 0.0 0 0.0

1,541 19.7 1,316 19.7 194 19.8 31 19.44,625 59.1 3,925 58.7 593 60.6 107 66.91,656 21.2 1,442 21.6 192 19.6 22 13.8

0 0.0 0 0.0 0 0.0 0 0.07,822 100.0 6,683 100.0 979 100.0 160 100.0

85.4 12.5 2.0

# % # % # % # %0 0.0 0 0.0 0 0.0 0 0.011 4.3 10 4.0 0 0.0 1 50.0211 83.4 207 83.5 3 100.0 1 50.031 12.3 31 12.5 0 0.0 0 13.80 0.0 0 0.0 0 0.0 0 0.0

253 100.0 248 100.0 3 100.0 2 100.0

98.0 1.2 0.8

Upper NA Total

Percentage of Total Farms:

Revenue not

Reported

Low Moderate Middle

NA Tracts are tracts without household or family income.

NA Total

Percentage of Total Businesses:

Sources: 2000 Census Data, 2003 Dun & Bradstreet business demographic data.

Total Farms

by Tract Farms by Tract and Revenue Size

Less than or =

$1 Million Over $1 Million

Low Moderate Middle Upper

Businesses by Tract and Revenue Size Less than or =

$1 Million Over $1 Million Revenue not

Reported

NA Total

Total Businesses

by Tract

Low Moderate Middle Upper

Housing Types by Tract Owner Occupied Rental Vacant

NA Total

Housing Units by Tract

Low Moderate Middle Upper

Johnson City MSA - 2003ASSESSMENT AREA DEMOGRAPHICS

Income

Categories

Tract Distribution Families by Tract Income

Families < Poverty as a % of Families by

Tract

Families by

Family Income

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As mentioned previously, FBTC operates eight branches in the assessment area. As of June 2003, the institution ranked eighth in deposit market share at 5.5% within the community it serves. A local economic development official was contacted recently to assist in evaluating the bank’s CRA performance. The contact stated that area financial institutions appear to be meeting the credit needs of the community. CONCLUSIONS WITH RESPECT TO PERFORMANCE TESTS IN JOHNSON CITY-KINGSPORT-BRISTOL, TN-VA MULTISTATE MSA LENDING TEST Lending Activity: Bank lending activity within this market (50.6%) is generally consistent with the percentage of branch offices (57.1%) and the proportion of deposits (55.1%) within the assessment area. Relative to the number of offices and the volume of deposits in this assessment area, the level of lending is considered good. Geographic Distribution: The following tables present data about the bank’s lending in 2002 and 2003. In 2002, there was one low-income census tract in the market; however, in 2003 there were no low-income tracts. Discussion of the bank’s performance follows each table.

Distribution of Small Business Loans by Income Level of Geography

2002

Low-

Income Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 0 16 92 52 160

Percentage of Total Loans

0% 10% 57.5% 32.5% 100%

Total Amount of Loans (000's)

$0 $1,218 $4,696 $5,033 $10,947

Percentage of Total Amount

0% 11.1% 42.9% 46% 100%

D&B data indicates that 3.5% and 17.7% of area businesses are located in low- and moderate-income census tracts, respectively. Calendar year 2002 aggregate data indicates that of all reported loans, 2.5% were to businesses located in low-income tracts and 16.4% were made to businesses in moderate-income tracts. FBTC’s level of small business lending in low- and moderate-income areas (0% and 10%, respectively) is lower than both the demographic proxy and aggregate percentage. Overall, the 2002 geographic distribution of small business loans is considered adequate.

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2003

Moderate-

Income Middle-Income

Upper-Income Total

Total Number of Loans 46 272 91 409

Percentage of Total Loans

11.2% 66.5% 22.3% 100%

Total Amount of Loans (000's)

$3,178 $13,616 $4,797 $21,591

Percentage of Total Amount

14.7% 63.1% 22.2% 100%

Bank lending to businesses located in moderate-income areas (11.2%) is lower than both the percentage of area businesses in such areas (19.7%) and aggregate lending in moderate-income tracts (16.1%). Overall, the 2003 geographic distribution of small business loans is considered adequate.

Based on analysis of lending for both years, the bank’s distribution of small business loans is considered adequate.

Distribution of Small Farm Loans by Income Level of Geography

2002

Low- Income

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 0 26 35 11 72

Percentage of Total Loans

0% 36.1% 48.6% 15.3% 100%

Total Amount of Loans (000's)

$0 $879 $1,099 $553 $2,531

Percentage of Total Amount

0% 34.7% 43.4% 21.9% 100%

The lack of lending to farms located in low-income (0%) areas is reasonable given the percentage of area farms in such areas (0%) and aggregate lending in low-income tracts (0.3%). The bank’s lending in moderate-income areas (36.1%) is substantially higher than both the percentage of area farms in these areas (15.1%) and the percentage of aggregate lending in moderate-income areas (20.6%). Small farm lending in 2002 is considered excellent.

2003

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 3 39 10 52

Percentage of Total Loans

5.8% 75% 19.2% 100%

Total Amount of Loans (000's)

$58 $845 $422 $1,325

Percentage of Total Amount

4.4% 63.8% 31.8% 100%

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Bank lending to farms located in moderate-income areas (5.8%) exceeds both the percentages of farms in these areas (4.3%) and the 2003 aggregate small farm lending percentage in moderate-income tracts (2.3%). In 2003, the bank’s small farm lending in moderate-income tracts is considered good. Based on analysis of lending for both years, the bank’s distribution of small farm lending is considered good.

Distribution of HMDA Loans by Income Level of Geography

2002

Low- Income

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 0 60 198 49 307

Percentage of Total Loans 0% 19.5% 64.5% 16% 100%

Total Amount of Loans (000's) $0 $2,913 $13,800 $3,075 $19,788

Percentage of Total Amount 0% 14.7% 69.7% 15.6% 100%

The bank’s lack of lending in low-income census tracts (0%) is comparable to both the percentage of owner-occupied units (0%) and the percentage of aggregate lending in these tracts (<.1%). Bank performance in moderate-income areas (19.5%) is higher than both the owner-occupied units (14.1%) and aggregate data for such tracts (10.7%). This level of performance is considered good.

2003

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 45 366 77 488

Percentage of Total Loans 9.2% 75% 15.8% 100%

Total Amount of Loans (000's) $2,274 $26,940 $7,810 $37,024

Percentage of Total Amount 6.1% 72.8% 21.1% 100%

Within the assessment area, 8.9% of all owner-occupied housing units are located in moderate-income tracts. According to 2003 aggregate data, 7.5% of loans were extended within the moderate-income tracts. When compared to both the aggregate data and percentage of owner-occupied units, the bank’s 2003 HMDA lending (9.2%) in moderate-income geographies is considered good. Based on analysis of lending for both years, the bank’s distribution of HMDA lending is considered good. The overall geographic loan distribution within this assessment area is considered good given the institution’s size, branch locations, and the effective demand for credit.

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Distribution by Borrower Income and Revenue Size of the Business: The tables that follow present data about bank lending to borrowers of different income levels and to businesses of different sizes. Discussion of the bank’s performance follows each table.

Distribution of Lending by Loan Amount and Size of Business

2002

$0 - $100,000

>$100,000 TO $250,000 > $250,000 Total

Number Total Revenues < $1 Million

122 78.2% 20 12.8% 5 3.2% 147 94.2%

Number Total Revenues > $1 Million

4 2.6% 2 1.3% 3 1.9% 9 5.8%

Totals 126 80.8% 22 14.1% 8 5.1% 156 100%

According to aggregate small business data, of all loans in 2002, 44.2% were to businesses with annual revenues of $1 million or less. The remaining portion of businesses either had revenues exceeding $1 million or revenue data was not determined. D&B data indicates that 85.8% of all local businesses have revenues that do not exceed $1 million per year. During the evaluation period, 94.2% of all loans were to businesses with annual revenues of $1 million or less and 80.8% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent.

2003

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

333 81.4% 28 6.8% 10 2.4% 371 90.6%

Number Total Revenues > $1 Million

28 6.9% 4 1% 6 1.5% 38 9.4%

Totals 361 88.3% 32 7.8% 16 3.9% 409 100%

D&B data indicates that 85.4% of all local businesses have revenues that do not exceed $1 million per year. According to aggregate small business data, of all loans in 2003, 51.6% were to businesses with annual revenues of $1 million or less. The remaining portion of businesses either had revenues exceeding $1 million or revenue data was not determined. During the evaluation period, 90.6% of FBTC’s small business loans were to businesses with annual revenues of $1 million or less and 88.3% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent. Based on an analysis of lending for both years, the bank’s distribution of lending to businesses of different sizes is considered excellent.

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Distribution of Lending by Loan Amount and Size of Farm

2002

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

65 90.3% 5 6.9% 2 2.8% 72 100%

Number Total Revenues > $1 Million

0 0% 0 0% 0 0% 0 0%

Totals 65 90.3% 5 6.9% 2 2.8% 72 100%

According to aggregate small farm data, of all loans in 2002, 91.9% were to farms with annual revenues of $1 million or less. D&B data indicates that 98.4% of all local farms have revenues that do not exceed $1 million per year. During the evaluation period, 100% of all loans were to farms with annual revenues of $1 million or less and 90.3% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent.

2003

$0 - $100,000

>$100,000 TO $250,000 > $250,000 Total

Number Total Revenues < $1 Million

51 98.1% 0 0% 1 1.9% 52 100%

Number Total Revenues > $1 Million

0 0% 0 0% 0 0% 0 0%

Totals 51 98.1% 0 0% 1 1.9% 52 100%

D&B data indicates that 98% of all local farms have revenues that do not exceed $1 million per year. According to aggregate small farm data, of all loans in 2003, 96% were to farms with annual revenues of $1 million or less. During the evaluation period, 100% of FBTC’s small farm loans were to businesses with annual revenues of $1 million or less and 98.1% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent. Based on an analysis of lending for both years, the bank’s distribution of lending to farms of different sizes is considered excellent.

Distribution of HMDA Loans by Income Level of Borrower

2002 The bank reported a total of 307 HMDA loans within the assessment area. Nine of the transactions did not contain income data and are not included in the analysis.

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Low- Income

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 25 54 83 136 298

Percentage of Total Loans

8.4% 18.1% 27.9% 45.6% 100%

Total Amount of Loans (000's)

$557 $2,488 $3,994 $12,150 $19,189

Percentage of Total Amount

2.9% 13% 20.8% 63.3% 100%

FBTC provided 26.5% of its 2002 HMDA loans to low- and moderate-income borrowers. While below the percentage of low-income families within the area (19.6%), the level of lending to low-income borrowers (8.4%) is reflective of the 2002 market aggregate level of HMDA lending (6.2%) to such borrowers. The level of lending to moderate-income borrowers (18.1%) is above both the market aggregate level (16.9%) and the percentage of moderate-income families (17.2%) in the assessment area. Overall, the institution’s HMDA lending to borrowers of different incomes is considered good.

2003

The bank reported a total of 488 HMDA loans within the assessment area. Six of the transactions did not contain income data and are not included in the analysis.

Low- Income

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 38 62 122 260 482

Percentage of Total Loans

7.9% 12.9% 25.3% 53.9% 100%

Total Amount of Loans (000's)

$1,374 $2,629 $7,608 $24,914 $36,525

Percentage of Total Amount

3.8% 7.2% 20.8% 68.2% 100%

FBTC provided 20.8% of its 2003 HMDA loans to low- and moderate-income borrowers. The level of lending to low-income borrowers (7.9%), while below the percentage of low-income families within the area (17.9%), is reflective of the 2003 market aggregate level of HMDA lending (5.7%) to such borrowers. The level of lending to moderate-income borrowers (12.9%) is below both the market aggregate level (13.5%) and the percentage of moderate-income families (17.5%) in the assessment area. Overall, the institution’s HMDA lending to borrowers of different incomes is considered good. Based on an analysis of lending for both years, the bank’s distribution of lending to borrowers of different incomes is considered good. Overall, the distribution of loans to borrowers of different income levels and to businesses/farms of different sizes is considered good using aggregate data and area demographics as proxies for demand.

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Community Development Loans: To the extent the bank originated any community development loans, such financing has been reported as small business or HMDA loans. The overall level of lending within this assessment area is considered good. This conclusion is based on the evaluation of geographic distribution and borrower distribution, while taking into account the bank’s market strategy, area demographic data, and aggregate CRA and HMDA data. INVESTMENT TEST Overall, the institution has a significant level of qualified investments and is supportive of community development initiatives. As previously mentioned, FBTC holds $1,500,000 in VHDA bonds which benefit the entire Commonwealth of Virginia. The VHDA is a public mortgage lender that serves the housing needs of low- and moderate-income individuals. In addition, FBTC also routinely makes grants and/or donations to a variety of organizations that stimulate and assist community development. SERVICE TEST Within the Johnson City-Kingsport-Bristol, TN-VA MSA, FBTC’s performance under the service test is considered high satisfactory. Systems for delivering retail-banking services are accessible to essentially all portions of the assessment area, including low- and moderate-income areas. Retail Services: Delivery systems are accessible to all portions of the assessment area. ATMs are available and, through a network, provide customers with 24-hour nationwide access. Bank-by-mail and bank-by-computer services are also offered by the institution. In addition, the institution provides customers with 24-hour telephone access to their accounts through an automated system. The institution has eight offices within this assessment area which are located in one moderate-, five middle-, and two upper-income census tracts. Branch locations and business hours are considered convenient and meet the needs of the assessment area. Community Development Services: FBTC officers and staff volunteer their time and provide technical expertise to local community service organizations that serve the area or greater regional area including the bank’s assessment area. These organizations provide financial or credit counseling to both individuals and small businesses. The following associations are assisted in this regard by bank officials:

• Virginia Highlands Community College Center for Business & Industry – through the small business development center provides financial counseling to small and medium-sized businesses.

• Virginia Highlands Small Business Incubator – lends support to start-up

businesses by supplying administrative and financial advice.

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• Southwest Virginia Community Development Financing, Inc. – provides financing to

businesses that create jobs for low-income individuals and families. • People Incorporated – promotes affordable housing and economic revitalization in

low- and moderate-income areas for low- and moderate-income people. • Healing Hands Health Center, Inc. – provides medical and dental care to low- and

moderate-income residents. In addition, the bank provides a local community development corporation with a premium rate deposit account. Overall, the bank has a satisfactory record of performance under the service test. Systems for delivering retail banking services appear effective and available to all portions of the assessment area, including low- and moderate-income areas.

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STATE

CRA RATING FOR THE STATE OF VIRGINIA1: Satisfactory

The lending test is rated: High Satisfactory The investment test is rated: High Satisfactory The service test is rated: High Satisfactory

Major factors supporting the rating include: • Lending activity is consistent with the bank’s capacity and helps meet identified

community credit needs. • The borrower and geographic distribution of loans is considered good. • Relative to opportunities, the number and amount of qualified community development

investments made by the institution reflects good performance. • Delivery systems and branch location are readily accessible to all segments of the

assessment area.

SCOPE OF EXAMINATION Performance was evaluated for the period January 1, 2002, through December 31, 2003. For the lending test, HMDA, small business, and small farm loan data were evaluated. Qualified community development lending originated during the same period was considered. The institution’s efforts to serve its market through qualified community development investments and services since the previous evaluation were reviewed. When excluding activity in the Johnson City multistate MSA, the Virginia assessment areas accounted for 41.8%, 42.9%, and 44.9% of the institution’s overall lending, branches, and deposit volume, respectively. Performance in the Commonwealth of Virginia is based on its two nonmetropolitan assessment areas of Augusta/Rockingham Counties and Russell County. In arriving at an overall state rating, assessment areas were generally weighted based on the dollar volume of lending. Therefore, the greatest weight was given to the Russell County assessment area. DESCRIPTION OF INSTITUTION’S OPERATIONS IN VIRGINIA The institution operates six branches throughout the state. Three of the six (50%) offices are located in moderate-income areas. Based on the 2000 census data, the institution’s Virginia markets have a total population of 274,946. A majority of the families are middle- and upper-income (64.1%), while low- and moderate-income families each comprise 18% and 17.9% of the total, respectively. Within these areas, 9% of families are living below the poverty level. The median housing value for these markets is $88,850 with an owner-occupancy rate of 65.7%. The 2003 median family income for nonmetropolitan areas of Virginia is $45,400.

1 For institutions with branches in two or more states in a multistate metropolitan area, this statewide evaluation is adjusted and does not reflect performance in the parts of those states contained within the multistate metropolitan area. Refer to the multistate metropolitan area rating and discussion for the rating and evaluation of the institution’s performance in that area.

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CONCLUSIONS WITH RESPECT TO PERFORMANCE TESTS IN VIRGINIA LENDING TEST Overall, the statewide lending test is rated high satisfactory. Of the two markets reviewed, the greatest weight was given to the performance within the Russell County assessment area as it accounts for the second highest in volume of lending in the assessment areas. Lending activity is considered good when comparing FBTC’s loan volume with that of the other institutions reporting loan activity within the assessment areas. The geographic and borrower distributions are considered good. Lending Activity: Overall, lending activity is considered good relative to the bank’s capacity to lend and the economic conditions within the Virginia markets. Geographic and Borrower Distribution: Further analysis of small business/farm and HMDA loans by assessment areas is discussed in greater detail later in the report. Overall, the geographic distribution of loans and lending to individuals of varying incomes and to businesses/farms of different sizes is considered good. Community Development Loans: FBTC originated one loan totaling $5,750,000 to finance the construction of a middle school within the Russell County assessment area. This level of lending is considered adequate. Detailed discussion of this lending activity is included in the appropriate assessment area section. INVESTMENT TEST As previously mentioned, FBTC holds VHDA bonds totaling $1,500,000. The VHDA is a public mortgage lender that serves the housing needs of low- and moderate-income individuals throughout the Commonwealth of Virginia. In addition to the VHDA bonds, the bank has purchased 120 bonds totaling $1,200,000 through the Industrial Development Authority in Russell County, Virginia. The bonds are financing a wood products/finishing manufacturing facility located in Russell County, Virginia, which will provide approximately 298 jobs to low- and moderate-income individuals. Performance under the investment test is considered good. SERVICE TEST The bank’s overall performance under the service test is considered good. Delivery systems, branch locations, and hours of operation are accessible and convenient to all portions of the assessment areas. There have been no branch closings within this assessment area since the previous CRA evaluation. Products and services offered within the Virginia market are substantially similar to those offered by the institution overall.

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NONMETROPOLITAN STATEWIDE AREA

As previously stated, FBTC operates six bank offices throughout Virginia in two nonmetropolitan markets. Each assessment area is described in detail. Geographic, demographic (for both the 1990 and 2000 censuses), and economic information is provided for each individual area. DESCRIPTION OF INSTITUTION’S OPERATIONS IN RUSSELL COUNTY 1990 CENSUS The first nonmetropolitan assessment area includes Russell County, Virginia, and encompasses six block numbering areas (BNAs). Of the BNAs, five are moderate- and one is middle-income. There are no low- or upper-income geographies in this area. According to the 1990 census data, the assessment area has a population of 28,667 and a median housing value of $45,947. The owner-occupancy rate for the market (73.8%) exceeds the rate of nonmetropolitan areas in Virginia (65.1%). The percentage of families living below the poverty level in the assessment area is 19.8%, which is higher than the rate for nonmetropolitan areas of the Commonwealth (11.5%). The 2002 median family income for nonmetropolitan areas of Virginia is $43,000. The following table provides demographics for the Russell County assessment area.

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2000 CENSUS Based on 2000 census data and the bank’s acquisition, the Russell County assessment area includes the counties of Russell and Wise and the city of Norton, Virginia. The assessment area encompasses eighteen census tracts, twelve moderate- and six middle-income. There are no low- or upper-income tracts in the area. According to the 2000 census data, the assessment area has a population of 74,335 and a median housing value of $54,371. The owner-occupancy rate for the market (68.6%) exceeds the rates of both the Commonwealth of Virginia (63.3%), and the rate for nonmetropolitan areas of Virginia (64.8%). The percentage of families living below the poverty level in the assessment area is 15%, which is higher than the rates for Virginia (7%) and nonmetropolitan areas of the Commonwealth (9.8%). The 2003 median-family income for nonmetropolitan areas of Virginia is $45,400.

# % # % # % # % 0 0.0 0 0.0 0 0.0 2,802 32.7 5 83.3 6,456 75.4 1,397 21.6 1,653 19.3 1 16.7 2,102 24.6 300 14.3 1,736 20.3 0 0.0 0 0.0 0 0.0 2,367 27.7 0 0.0 0 0.0 0 0.0 0 0.0 6 100.0 8,558 100.0 1,697 19.8 8,558 100.0

# % % # % # % 0 0 0.0 0.0 0 0.0 0 0.0

8,707 6,512 76.3 74.8 1,452 16.7 743 8.5 2,851 2,022 23.7 70.9 655 23.0 174 6.1

0 0 0.0 0.0 0 0.0 0 0.0 0 0 0.0 0.0 0 0.0 0 0.0

11,558 8,534 100.0 73.8 2,107 18.2 917 7.9

# % # % # % # % 0 0.0 0 0.0 0 0.0 0 0.0

197 61.6 151 60.4 34 66.7 12 63.2 123 38.4 99 39.6 17 33.3 7 36.8 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0

320 100.0 250 100.0 51 100.0 19 100.0 78.1 15.9 5.9

NA Tracts are tracts without household or family income.

NA Total

Percentage of Total Businesses:

Sources: 1990 Census Data, 2003 Dun & Bradstreet business demographic data.

Low Moderate Middle Upper

Businesses by Tract and Revenue Size Less than or =

$1 MillionOver $1 Million

Revenue not Reported

NA Total

Total Businesses by Tract

Low Moderate Middle Upper

Housing Types by Tract

Owner Occupied Rental Vacant

NA Total

Housing Units by Tract

Low Moderate Middle Upper

Russell County - 2002ASSESSMENT AREA DEMOGRAPHICS

Income Categories

Tract Distribution Families by Tract

Income

Families < Poverty as a % of Families by

Tract

Families by Family Income

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The following table provides demographics for the Russell County assessment area. The local economy has a well-balanced manufacturing, trade, and services base. Major employers in the area include automobile parts manufacturers Lear Corporation and Teleflex Automotive, Russell County Medical Center, Pepsi Cola Bottling Company, and Norton Community Hospital. As of August 2004, the unemployment rates for the counties of Russell and Wise and the City of Norton are 5.8%, 5.4%, and 6.2%, respectively. These rates are significantly higher than the rate for Virginia (3.7%). FBTC operates four branches in the assessment area. As of June 30, 2003, the institution ranked first in deposit market share at 17.4% within the community it serves. CONCLUSIONS WITH RESPECT TO PERFORMANCE TESTS IN RUSSELL COUNTY ASSESSMENT AREA: LENDING TEST Lending Activity: Bank lending activity within this market (25.6%) is consistent with the percentage of branch offices (28.6%) and the proportion of deposits (17.5%) within the assessment area. Relative to the number of offices and the volume of deposits in this assessment area, the level of lending is good.

# % # % # % # % 0 0.0 0 0.0 0 0.0 6,175 28.7 12 66.7 13,120 60.9 2,079 15.8 4,651 21.6 6 33.3 8,426 39.1 1,154 13.7 4,793 22.2 0 0.0 0 0.0 0 0.0 5,927 27.5 0 0.0 0 0.0 0 0.0 0 0.0

18 100.0 21,546 100.0 3,233 15.0 21,546 100.0

# % % # % # % 0 0 0.0 0.0 0 0.0 0 0.0

20,041 13,841 61.3 69.1 3,963 19.8 2,237 11.2 12,888 8,738 38.7 67.8 2,990 23.2 1,160 9.0

0 0 0.0 0.0 0 0.0 0 0.0 0 0 0.0 0.0 0 0.0 0 0.0

32,929 22,579 100.0 68.6 6,953 21.1 3,397 10.3

# % # % # % # % 0 0.0 0 0.0 0 0.0 0 0.0

850 60.7 693 59.9 117 65.7 40 61.5 550 39.3 464 40.1 61 34.3 25 38.5 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0

1,400 100.0 1,157 100.0 178 100.0 65 100.0 82.6 12.7 4.6

NA Tracts are tracts without household or family income.

NA Total

Percentage of Total Businesses:

Sources: 2000 Census Data, 2003 Dun & Bradstreet business demographic data.

Low Moderate Middle Upper

Businesses by Tract and Revenue Size Less than or =

$1 MillionOver $1 Million

Revenue not Reported

NA Total

Total Businesses by Tract

Low Moderate Middle Upper

Housing Types by Tract

Owner Occupied Rental Vacant

NA Total

Housing Units by Tract

Low Moderate Middle Upper

Russell County - 2003ASSESSMENT AREA DEMOGRAPHICS

Income Categories

Tract Distribution Families by Tract

Income

Families < Poverty as a % of Families by

Tract

Families by Family Income

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Geographic Distribution: The following tables present data about the bank’s lending. Discussion of the bank’s performance follows each table. As previously noted, there are no low- or upper- income tracts in the assessment area for 2002 and 2003.

Distribution of Small Business Loans by Income Level of Geography

2002

Moderate-Income

Middle-Income Total

Total Number of Loans 49 36 85

Percentage of Total Loans

57.6% 42.4% 100%

Total Amount of Loans (000's)

$1,401 $1,122 $2,523

Percentage of Total Amount

55.5% 44.5% 100%

D&B data indicates that 61.6% of area businesses are located in moderate-income areas. Calendar year 2002 aggregate data indicates that of all reported loans, 37.9% were made to businesses in moderate-income tracts. FBTC’s level of small business lending in moderate-income areas (57.6%) is comparable to the demographic proxy and higher than the aggregate percentage and is considered excellent.

2003

Moderate-

Income Middle-Income Total

Total Number of Loans 80 81 161

Percentage of Total Loans

49.7% 50.3% 100%

Total Amount of Loans (000's)

$5,021 $3,522 $8,543

Percentage of Total Amount

58.8% 41.2% 100%

Bank lending to businesses in moderate-income areas (49.7%) is lower than both the percentage of area businesses in such areas (60.7%) and aggregate lending in moderate-income tracts (52.8%). Overall, the 2003 geographic distribution of small business loans is adequate. Based on analysis of lending for both years, the bank’s distribution of small business loans is considered good.

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Distribution of Small Farm Loans by Income Level of Geography

2002

Moderate-

Income Middle-Income Total

Total Number of Loans 74 42 116

Percentage of Total Loans

63.8% 36.2% 100%

Total Amount of Loans (000's)

$1,611 $907 $2,518

Percentage of Total Amount

64% 36% 100%

Bank lending to farms located in moderate-income areas (63.8%) is comparable to the percentage of area farms in such areas (71.4%) and aggregate lending in moderate-income areas (61.3%). Small farm lending in 2002 is considered good.

2003

Moderate-Income

Middle-Income Total

Total Number of Loans 95 27 122

Percentage of Total Loans

77.9% 22.1% 100%

Total Amount of Loans (000's)

$1,937 $712 $2,649

Percentage of Total Amount

73.1% 26.9% 100%

Bank lending to farms located in moderate-income areas (77.9%) exceeds both the percentages of farms in these areas (58.8%) and the 2003 aggregate small farm lending in moderate-income tracts (76.1%). In 2003, the bank’s small farm lending in moderate-income tracts is considered good.

Based on analysis of lending for both years, the bank’s distribution of small farm lending is considered good.

Distribution of HMDA Loans by Income Level of Geography

2002

Moderate-Income

Middle-Income Total

Total Number of Loans 72 55 127

Percentage of Total Loans 56.7% 43.3% 100%

Total Amount of Loans (000's) $2,826 $2,532 $5,358

Percentage of Total Amount 52.7% 47.3% 100%

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Within the assessment area, 76.3% of all owner-occupied housing units are located in moderate income areas. According to 2002 aggregate data, 44.2% of all reported HMDA loans were to borrowers residing in these tracts. FBTC’s level of lending in moderate-income geographies (56.7%) is comparable to both proxies and is considered good.

2003

Moderate-Income

Middle-Income Total

Total Number of Loans 100 98 198

Percentage of Total Loans 50.5% 49.5% 100%

Total Amount of Loans (000's) $4,800 $5,528 $10,328

Percentage of Total Amount 46.5% 53.5% 100%

Within the assessment area, 61.3% of all owner-occupied housing units are located in moderate-income census tracts. Aggregate data for 2003 indicates that 49.9% of all loans reported were to residents of moderate-income areas. When compared to both the aggregate data and percentage of owner-occupied units, the bank’s 2003 HMDA lending in moderate-income geographies (50.5%) is considered good. Based on analysis of lending for both years, the bank’s distribution of HMDA lending is considered good. The overall geographic loan distribution within this assessment area is considered good given the institution’s size, branch locations and effective demand for credit. Distribution by Borrower Income and Revenue Size of the Business: The tables that follow present data about bank lending to borrowers of different income levels and to businesses of different sizes. Discussion of the bank’s performance follows each table.

Distribution of Lending by Loan Amount and Size of Business

2002

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

77 90.5% 5 5.9% 1 1.2% 83 97.6%

Number Total Revenues > $1 Million

2 2.4% 0 0% 0 0% 2 2.4%

Totals 79 92.9% 5 5.9% 1 1.2% 85 100%

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According to aggregate small business data, of all loans in 2002, 41.5% were to businesses with annual revenues of $1 million or less. The remaining portion of businesses either had revenues exceeding $1 million or revenue data was not determined. D&B data indicates that 78.1% of all local businesses have revenues that do not exceed $1 million per year. During the evaluation period, 97.6% of FBTC’s small business loans were to businesses with annual revenues of $1 million or less and 92.9% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent.

2003

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

137 85.1% 6 3.7% 4 2.5% 147 91.3%

Number Total Revenues > $1 Million

6 3.7% 5 3.1% 3 1.9% 14 8.7%

Totals 143 88.8% 11 6.8% 7 4.4% 161 100%

According to aggregate small business data, of all loans in 2003, 46.9% were to businesses with annual revenues of $1 million or less. The remaining portion of businesses either had revenues exceeding $1 million or revenue data was not determined. D&B data indicates that 82.6% of all local businesses have revenues that do not exceed $1 million per year. During the evaluation period, 91.3% of FBTC’s small business loans were to businesses with annual revenues of $1 million or less and 88.8% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent.

Based on analysis of lending for both years, the bank’s distribution of lending to businesses of different sizes is considered excellent.

Distribution of Lending by Loan Amount and Size of Farm

2002

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

110 94.8% 5 4.3% 1 0.9% 116 100%

Number Total Revenues > $1 Million

0 0% 0 0% 0 0% 0 0%

Totals 110 94.8% 5 4.3% 1 0.9% 116 100%

According to aggregate small farm data, of all loans in 2002, 100% were to farms with annual revenues of $1 million or less. D&B data indicates that 96.4% of all local farms have revenues that do not exceed $1 million per year. During the evaluation period, 100% of all loans were to farms with annual revenues of $1 million or less and 94.8% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent.

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2003

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

117 95.9% 5 4.1% 0 0% 122 100%

Number Total Revenues > $1 Million

0 0% 0 0% 0 0% 0 0%

Totals 117 95.9% 5 4.1% 0 0% 122 100%

D&B data indicates that 94.1% of all local farms have revenues that do not exceed $1 million per year. According to aggregate small farm data, of all loans in 2003, 100% were to businesses with annual revenues of $1 million or less. During the evaluation period, 100% of FBTC’s small farm loans were to businesses with annual revenues of $1 million or less and 95.9% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent. Based on an analysis of lending for both years, the bank’s distribution of lending to farms of different sizes is considered excellent.

Distribution of HMDA Loans by Income Level of Borrower

2002

The bank reported a total of 127 HMDA loans within the assessment area. Six of the transactions did not contain income data and are not included in the analysis.

Low- Income

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 15 30 40 36 121

Percentage of Total Loans

12.4% 24.8% 33.1% 29.7% 100%

Total Amount of Loans (000's)

$179 $944 $1,741 $2,164 $5,028

Percentage of Total Amount

3.6% 18.8% 34.6% 43% 100%

FBTC provided 37.2% of its 2002 HMDA loans to low- and moderate-income borrowers. The level of lending to low-income borrowers (12.4%), while below the percentage of low-income families within the area (32.7%) is reflective of the 2002 aggregate level of HMDA lending (9.3%). The level of lending to moderate-income borrowers (24.8%) is above both the aggregate level (20.8%) and the percentage of moderate-income families (19.3%) in the assessment area. Overall, the institution’s HMDA lending to borrowers of different incomes is considered good.

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2003

The bank reported a total of 198 HMDA loans within the assessment area. Six of the transactions did not contain income data and are not included in the analysis.

Low- Income

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 30 50 47 65 192

Percentage of Total Loans

15.6% 26% 24.5% 33.9% 100%

Total Amount of Loans (000's)

$771 $1,947 $2,357 $4,882 $9,957

Percentage of Total Amount

7.7% 19.6% 23.7% 49% 100%

FBTC provided 41.6% of its 2003 HMDA loans to low- and moderate-income borrowers. The level of lending to low-income borrowers (15.6%), while below the percentage of low-income families within the area (28.7%) is higher than the 2003 aggregate level of HMDA lending (10.1%). The level of lending to moderate-income borrowers (26%) is above both the aggregate level (20.7%) and the percentage of moderate-income families (21.6%) in the assessment area. Overall, the institution’s HMDA lending to borrowers of different incomes is considered good.

Based on an analysis of lending for both years, the bank’s distribution of lending to borrowers of different incomes is considered good.

Overall, the distribution of loans to borrowers of different income levels and to businesses/farms of different sizes is considered excellent using aggregate data and area demographics as proxies for demand.

Community Development Lending:

Within the Russell County assessment area, FBTC originated the following community development loan:

• A loan totaling $5,750,000 to the Russell County School Board for the construction of a school within Russell County, an area comprised of five moderate- and one-middle-income census tracts. While located in a middle-income area, adjacent moderate-income areas are being served.

The overall level of lending within this assessment area is considered good. This conclusion is based on the evaluation of geographic distribution and borrower distribution, while taking into account the bank’s market strategy, area demographic data, and aggregate proxies.

INVESTMENT TEST

As previously mentioned, FBTC holds VHDA bonds totaling $1,500,000. The VHDA is a public mortgage lender that serves the housing needs of low- and moderate-income individuals throughout the Commonwealth of Virginia.

In addition to the VHDA bonds, the bank has purchased 120 bonds totaling $1,200,000 through the Industrial Development Authority in Russell County, Virginia. The bonds are financing a wood products/finishing manufacturing facility located in Russell County, Virginia, which will provide approximately 298 jobs to low- and moderate-income individuals.

Performance under the investment test is considered good.

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SERVICE TEST Within the Russell County assessment area, FBTC’s performance under the service test is considered high satisfactory. Systems for delivering retail-banking services are accessible to essentially all portions of the assessment area, including low- and moderate-income areas. Retail Services: Delivery systems are accessible to all portions of the assessment area. ATMs are available and, through a network, provide customers with 24-hour nationwide access. Bank-by-mail and bank-by-computer services are also offered by the institution. In addition, the institution provides customers with 24-hour telephone access to their accounts through an automated system. The institution has four offices within this assessment area, of which three (75%) are located in moderate-income census tracts. Branch locations and business hours are considered convenient and meet the needs of the assessment area. Community Development Services: FBTC officers and staff volunteer their time and provide technical expertise to local community service organizations that serve the area or greater regional area including the bank’s assessment area. These organizations provide financial or credit counseling to both individuals and small businesses. The following associations are assisted in this regard by bank officials:

• Southwest Virginia Community Development Financing, Inc. – provides financing to businesses that create jobs for low-income individuals and families.

• People Incorporated – promotes affordable housing and economic revitalization in

low- and moderate-income areas for low- and moderate-income people.

In addition, the bank provides a local community development corporation with a premium rate deposit account. Overall, the bank has a satisfactory record of performance under the service test. Systems for delivering retail banking services appear effective and available to all portions of the assessment area, including low- and moderate-income areas.

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NONMETROPOLITAN ASSESSMENT AREA

DESCRIPTION OF INSTITUTION’S OPERATIONS IN AUGUSTA/ROCKINGHAM COUNTIES: 1990 CENSUS The second nonmetropolitan assessment area includes all of Augusta County, a portion of Rockingham County (101.98-106.00, 112.00-120.98) and the Cities of Harrisonburg, Staunton, and Waynesboro, Virginia. Fifty-four census tracts are included within the assessment area, of which 13 reported a median family income of zero and are unpopulated. Of the remaining 41 tracts, one is considered moderate-, 19 middle-, and 21 upper-income census tracts. There are no low-income tracts in the market. According to the 1990 census data, the assessment area has a population of 171,202 and a median housing value of $71,261. The owner-occupancy rate for the market (64.1%) is similar to the rate for nonmetropolitan areas of Virginia (65.1%). The percentage of families living below the poverty level in the assessment area is 6.1%, which is lower than the rate for nonmetropolitan areas of the Commonwealth (11.5%). The 2002 median-family income for nonmetropolitan areas of Virginia is $43,000.

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The following table provides demographics for the Augusta/Rockingham Counties assessment area. 2000 CENSUS Based on 2000 census data, Augusta/Rockingham Counties assessment area encompasses 43 census tracts, of which three are considered moderate-, 22 are middle-, and 18 are upper-income census tracts. There are no low-income tracts in the market. According to the 2000 census data, the assessment area has a population of 200,611 and a median housing value of $102,890. The owner-occupancy rate for the market is (64.6%), which is comparable to lower than the rate for nonmetropolitan areas of Virginia (64.8%). The percentage of families living below the poverty level in the assessment area is 6.5%, which is lower than the rate for nonmetropolitan areas of the Commonwealth (9.8%). The 2003 median family income for nonmetropolitan areas of Virginia is $45,400.

# % # % # % # % 0 0.0 0 0.0 0 0.0 5,634 12.6 1 1.9 269 0.6 60 22.3 6,667 14.9 19 35.2 22,233 49.7 1,616 7.3 10,569 23.6 21 38.9 22,273 49.7 1,075 4.8 21,905 48.9 13 24.1 0 0.0 0 0.0 0 0.0 54 100.0 44,775 100.0 2,751 6.1 44,775 100.0

# % % # % # % 0 0 0.0 0.0 0 0.0 0 0.0

546 187 0.4 34.2 325 59.5 34 6.2 33,032 20,809 48.7 63.0 10,199 30.9 2,024 6.1 33,021 21,706 50.8 65.7 9,193 27.8 2,122 6.4

0 0 0.0 0.0 0 0.0 0 0.0 66,599 42,702 100.0 64.1 19,717 29.6 4,180 6.3

# % # % # % # % 0 0.0 0 0.0 0 0.0 0 0.0

194 4.5 171 4.6 13 2.5 10 9.4 1,940 44.7 1,669 44.9 211 41.2 60 56.6 2,202 50.8 1,878 50.5 288 56.3 36 34.0

0 0.0 0 0.0 0 0.0 0 0.0 4,336 100.0 3,718 100.0 512 100.0 106 100.0

85.7 11.8 2.4

NA Tracts are tracts without household or family income.

NA Total

Percentage of Total Businesses:

Sources: 1990 Census Data, 2003 Dun & Bradstreet business demographic data.

Low Moderate Middle Upper

Businesses by Tract and Revenue Size Less than or =

$1 MillionOver $1 Million

Revenue not Reported

NA Total

Total Businesses by Tract

Low Moderate Middle Upper

Housing Types by Tract

Owner Occupied Rental Vacant

NA Total

Housing Units by Tract

Low Moderate Middle Upper

Augusta/ Rockingham Counties - 2002ASSESSMENT AREA DEMOGRAPHICS

Income Categories

Tract Distribution Families by Tract

Income

Families < Poverty as a % of Families by

Tract

Families by Family Income

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The following table provides demographics for the Augusta/Rockingham Counties assessment area.

Employment opportunities exist in the service, manufacturing, and health care industries, as well as local, State, and Federal Government. Major employers in the area include the poultry processing companies Perdue Farms, Inc., and Pilgrim’s Pride Corporation, Rockingham Memorial Hospital (health care), Augusta Medical Center (health care), Merck & Company, Inc. (pharmaceuticals), and James Madison University (education). As of August 2004, unemployment rates for the counties of Augusta and Rockingham and the Cities of Harrisonburg, Staunton, and Waynesboro were 2.4%, 2.5%, 2.2%, 2.4%, and 3.1%, respectively. All rates are below that of the Commonwealth at 3.7%.

FBTC operates two branches in the assessment area. As of June 30, 2003, the institution ranked 13th in deposit market share at 1.6% within the community it serves.

CONCLUSIONS WITH RESPECT TO PERFORMANCE TESTS IN AUGUSTA/ROCKINGHAM COUNTIES:

LENDING TEST

Lending Activity:

Bank lending activity within this market (16%) is consistent with the percentage of branch offices (14.3%), but lower than the proportion of deposits (27.4%) within the assessment area. Relative to the number of offices and the volume of deposits in this assessment area, the level of lending is adequate.

# % # % # % # %0 0.0 0 0.0 0 0.0 6,876 13.53 7.0 2,733 5.3 568 20.8 8,362 16.422 51.2 24,074 47.1 1,499 6.2 11,476 22.518 41.9 24,302 47.5 1,233 5.1 24,395 47.70 0.0 0 0.0 0 0.0 0 0.0

43 100.0 51,109 100.0 3,300 6.5 51,109 100.0

# % % # % # %0 0 0.0 0.0 0 0.0 0 0.0

5,655 2,230 4.3 39.4 3,136 55.5 289 5.137,351 24,520 47.4 65.6 10,239 27.4 2,592 6.937,047 24,950 48.3 67.3 9,904 26.7 2,193 5.9

0 0 0.0 0.0 0 0.0 0 0.080,053 51,700 100.0 64.6 23,279 29.1 5,074 6.3

# % # % # % # %0 0.0 0 0.0 0 0.0 0 0.0

238 5.2 192 4.9 39 7.2 7 5.52,091 45.4 1,815 46.2 213 39.1 63 49.22,276 49.4 1,925 49.0 293 53.8 58 45.3

0 0.0 0 0.0 0 0.0 0 0.04,605 100.0 3,932 100.0 545 100.0 128 100.0

85.4 11.8 2.8

NA Tracts are tracts without household or family income.

NA Total

Percentage of Total Businesses:

Sources: 2000 Census Data, 2003 Dun & Bradstreet business demographic data.

Low Moderate Middle Upper

Businesses by Tract and Revenue Size Less than or =

$1 MillionOver $1 Million

Revenue not Reported

NA Total

Total Businesses by Tract

Low Moderate Middle Upper

Housing Types by Tract

Owner Occupied Rental Vacant

NA Total

Housing Units by Tract

Low Moderate Middle Upper

Augusta/ Rockingham Counties - 2003ASSESSMENT AREA DEMOGRAPHICS

Income Categories

Tract Distribution Families by Tract

Income

Families < Poverty as a % of Families by

Tract

Families by Family Income

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Geographic Distribution: The following tables present data about the bank’s lending. Discussion of the bank’s performance follows each table. As previously noted, there are no low-income tracts in the assessment area for 2002 and 2003.

Distribution of Small Business Loans by Income Level of Geography

2002

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 0 9 3 12

Percentage of Total Loans 0% 75% 25% 100%

Total Amount of Loans (000's) $0 $3,280 $478 $3,758

Percentage of Total Amount 0% 87.3% 12.7% 100%

D&B data indicates that 4.5% of area businesses are located in moderate-income areas. Calendar year 2002 aggregate data indicates that of all reported loans, 2.2% were made to businesses in moderate-income tracts. FBTC did not extend any loans in the one moderate-income census tract. However, the extremely small sample size limits the usefulness of any conclusions that can be drawn.

2003

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 1 72 99 172

Percentage of Total Loans .5% 41.9% 57.6% 100%

Total Amount of Loans (000's) $135 $6,410 $9,360 $15,905

Percentage of Total Amount .9% 40.3% 58.8% 100%

Bank lending to businesses in moderate-income areas (.5%) is lower than both the percentage of area businesses in such areas (5.2%) and aggregate lending in moderate-income tracts (4.7%). Overall, the 2003 geographic distribution of small business loans is poor. Based on analysis of lending for both years, the bank’s distribution of small business loans is considered poor.

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Distribution of Small Farm Loans by Income Level of Geography

2002

Moderate-

Income Middle-Income

Upper-Income Total

Total Number of Loans 0 28 16 44

Percentage of Total Loans 0% 63.6% 36.4% 100%

Total Amount of Loans (000's) $0 $2,773 $1,351 $4,124

Percentage of Total Amount 0% 67.2% 32.8% 100%

While the bank did not extend any farm loans in the moderate-income tract, 2002 aggregate data and D&B data also reflect no loans extended or farms located in the area.

2003

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 0 38 19 57

Percentage of Total Loans 0% 66.7% 33.3% 100%

Total Amount of Loans (000's) $0 $3,231 $2,079 $5,310

Percentage of Total Amount 0% 60.8% 39.2% 100%

While there were no loans extended in the moderate-income tracts, 2003 aggregate lending data (.5%) as well as the percentage of farms in such areas (.8%) indicates limited opportunities for lending in these areas. Based on analysis of lending for both years, the bank’s distribution of small farm lending is considered marginally adequate.

Distribution of HMDA Loans by Income Level of Geography

2002

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 0 14 12 26

Percentage of Total Loans 0% 53.8% 46.2% 100%

Total Amount of Loans (000's) $0 $5,883 $1,450 $7,333

Percentage of Total Amount 0% 80.2% 19.8% 100%

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While the bank did not extend any loans in the one moderate-income tract, 2002 aggregate lending data (.2%), as well as the percentage of owner-occupied housing units in such areas (.4%), indicates limited opportunities for lending in this area.

2003

Moderate-

Income Middle-Income

Upper-Income Total

Total Number of Loans 1 36 39 76

Percentage of Total Loans 1.3% 47.4% 51.3% 100%

Total Amount of Loans (000's) $54 $4,772 $4,138 $8,964

Percentage of Total Amount .6% 53.2% 46.2% 100%

Within the assessment area, 4.3% of all owner-occupied housing units are located in moderate-income census tracts. Aggregate data for 2003 indicates that 4.5% of all loans reported were to residents of moderate-income areas. When compared to both the aggregate data and percentage of owner-occupied units, the bank’s 2003 HMDA lending in moderate-income geographies (1.3%) is considered poor. Based on analysis of lending for both years, the bank’s distribution of HMDA lending is considered poor. The overall geographic loan distribution within this assessment area is considered poor given the institution’s size, branch locations and effective demand for credit. Distribution by Borrower Income and Revenue Size of the Business: The tables that follow present data about bank lending to borrowers of different income levels and to businesses of different sizes. Discussion of the bank’s performance follows each table.

Distribution of Lending by Loan Amount and Size of Business

2002

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

4 33.3% 4 33.3% 1 8.4% 9 75%

Number Total Revenues > $1 Million

0 0% 2 16.7% 1 8.3% 3 25%

Totals 4 33.3% 6 50% 2 16.7% 12 100%

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According to aggregate small business data, of all loans in 2002, 40.3% were to businesses with annual revenues of $1 million or less. The remaining portion of businesses either had revenues exceeding $1 million or revenue data was not determined. D&B data indicates that 85.7% of all local businesses have revenues that do not exceed $1 million per year. During the evaluation period, 75% of FBTC’s small business loans were to businesses with annual revenues of $1 million or less and 33.3% of all loans were in amounts of $100,000 or less. This level of lending is considered good. However, the extremely small sample size limits the usefulness of any conclusions that can be drawn.

2003

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

121 70.8% 25 14.6% 12 7% 158 92.4%

Number Total Revenues > $1 Million

8 4.7% 4 2.3% 1 .6% 13 7.6%

Totals 129 75.4% 29 17% 13 7.6% 171 100%

According to aggregate small business data, of all loans in 2003, 42.8% were to businesses with annual revenues of $1 million or less. The remaining portion of businesses either had revenues exceeding $1 million or revenue data was not determined. D&B data indicates that 85.4% of all local businesses have revenues that do not exceed $1 million per year. During the evaluation period, 92.4% of FBTC’s small business loans were to businesses with annual revenues of $1 million or less and 75.4% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent. Based on analysis of lending for both years, the bank’s distribution of lending to businesses of different sizes is considered good.

Distribution of Lending by Loan Amount and Size of Farm

2002

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

30 68.1% 9 20.5% 5 11.4% 44 100%

Number Total Revenues > $1 Million

0 0% 0 0% 0 0% 0 0%

Totals 30 68.1% 9 20.5% 5 11.4% 44 100%

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According to aggregate small farm data, of all loans in 2002, 96% were to farms with annual revenues of $1 million or less. D&B data indicates that 98.4% of all local farms have revenues that do not exceed $1 million per year. During the evaluation period, 100% of all loans were to farms with annual revenues of $1 million or less and 68.1% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent.

2003

$0 - $100,000 >$100,000 TO

$250,000 > $250,000 Total Number Total Revenues < $1 Million

44 77.2% 5 8.8% 7 12.3% 56 98.3%

Number Total Revenues > $1 Million

1 1.7% 0 0% 0 0% 1 1.7%

Totals 45 78.9% 5 8.8% 7 12.3% 57 100%

D&B data indicates that 98.1% of all local farms have revenues that do not exceed $1 million per year. According to aggregate small farm data, of all loans in 2003, 85.6% were to businesses with annual revenues of $1 million or less. During the evaluation period, 98.3% of FBTC’s small farm loans were to businesses with annual revenues of $1 million or less and 78.9% of all loans were in amounts of $100,000 or less. This level of lending is considered excellent. Based on an analysis of lending for both years, the bank’s distribution of lending to farms of different sizes is considered excellent.

Distribution of HMDA Loans by Income Level of Borrower

2002

The bank reported a total of 26 HMDA loans within the assessment area. Two of the transactions did not contain income data and are not included in the analysis.

Low- Income

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 2 1 3 18 24

Percentage of Total Loans

8.3% 4.2% 12.5% 75% 100%

Total Amount of Loans (000's)

$126 $37 $205 $2,165 $2,533

Percentage of Total Amount

4.9% 1.5% 8.1% 85.5% 100%

FBTC provided 12.5% of its 2002 HMDA loans to low- and moderate-income borrowers. The level of lending to low-income borrowers (8.3%), while below the percentage of low-income families within the area (12.6%) is higher than the 2002 aggregate level of HMDA lending (3.4%). The level of lending to moderate-income borrowers (4.2%) is below both the market aggregate level (14.6%) and the percentage of moderate-income families (14.9%) in the assessment area. Overall, the institution’s HMDA lending to borrowers of different incomes is considered adequate.

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2003

The bank reported a total of 76 HMDA loans within the assessment area. Five of the transactions did not contain income data and are not included in the analysis.

Low- Income

Moderate-Income

Middle-Income

Upper-Income Total

Total Number of Loans 2 13 11 45 71

Percentage of Total Loans

2.8% 18.3% 15.5% 63.4% 100%

Total Amount of Loans (000's)

$101 $888 $822 $5,863 $7,674

Percentage of Total Amount

1.3% 11.6% 10.7% 76.4% 100%

FBTC provided 21.1% of its 2003 HMDA loans to low- and moderate-income borrowers. The level of lending to low-income borrowers (2.8%), while below the percentage of low-income families within the area (13.5%) is reflective of the 2003 aggregate level of HMDA lending (3.5%). The level of lending to moderate-income borrowers (18.3%) is above both the market aggregate level (15.1%) and the percentage of moderate-income families (16.4%) in the assessment area. Overall, the institution’s HMDA lending to borrowers of different incomes is considered good. Based on an analysis of lending for both years, the bank’s distribution of lending to borrowers of different incomes is considered good. Overall, the distribution of loans to borrowers of different income levels and to businesses/farms of different sizes is considered good using aggregate data and area demographics as proxies for demand. Community Development Lending: To the extent the bank originated any community development loans, such financing has been reported as small business or HMDA loans. The overall level of lending within this assessment area is considered adequate. This conclusion is based on the evaluation of geographic distribution and borrower distribution, while taking into account the bank’s market strategy, area demographic data, and aggregate CRA and HMDA data. INVESTMENT TEST As previously mentioned, FBTC holds VHDA bonds totaling $1,500,000. The VHDA is a public mortgage lender that serves the housing needs of low- and moderate-income individuals throughout the Commonwealth of Virginia. Performance under the investment test is considered adequate.

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SERVICE TEST Within the Augusta/Rockingham Counties assessment area, FBTC’s performance is considered adequate. Systems for delivering retail-banking services are accessible to essentially all portions of the assessment area, including low- and moderate-income areas. Retail Services: Delivery systems are accessible to all portions of the assessment area. ATMs are available and, through a network, provide customers with 24-hour nationwide access. Bank-by-mail and bank-by-computer services are also offered by the institution. In addition, the institution provides customers with 24-hour telephone access to their accounts through an automated system. The institution has two offices within this assessment area. Although the bank does not have a branch located in a low- or moderate-income geography, it does not appear that this has impaired the bank’s ability to reasonably serve the population residing in such areas (based on 2000 census, 0% in low-income and 7.3% in moderate-income). Branch locations and business hours are considered convenient and meet the needs of the assessment area. Community Development Services: FBTC has not participated in any qualified community development services that are specific to the Augusta/Rockingham assessment area. Overall, the bank has a satisfactory record of performance under the service test. Systems for delivering retail banking services appear effective and available to all portions of the assessment area, including low- and moderate-income areas.

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CRA APPENDIX A

SCOPE OF EXAMINATION

LIST OF ASSESSMENT AREAS AND TYPE OF EXAMINATION

ASSESSMENT AREA

TYPE OF EXAMINATION

BRANCHES VISITED

Johnson City-Kingsport-Bristol Multistate MSA

Full Procedures West Abingdon Office

667 West Main Street

Abingdon, VA 24212

Virginia

-Russell County

-Augusta/Rockingham Counties

Full Procedures

Full Procedures

None

None

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CRA APPENDIX B

Summary of State and Multistate MSA Ratings

State or Multistate

Metropolitan Area Name

Lending Test Rating

Investment Test

Rating

Service Test Rating

Overall State Rating

Johnson City-Kingsport-Bristol MSA

High Satisfactory

High Satisfactory

High Satisfactory

Satisfactory

Virginia High

Satisfactory High

Satisfactory High

Satisfactory Satisfactory

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CRA APPENDIX C

GLOSSARY

Aggregate lending: The number of loans originated and purchased by all reporting lenders in specified income categories as a percentage of the aggregate number of loans originated and purchased by all reporting lenders in the metropolitan area/assessment area. Block numbering area ("BNA"): A statistical subdivision of a county for grouping and numbering blocks in nonmetropolitan counties where local census statistical area committees have not established census tracts. A BNA does not cross county lines. Census tract: A small subdivision of metropolitan and other densely populated counties. Census tract boundaries do not cross county lines; however, they may cross the boundaries of metropolitan statistical areas. Census tracts usually have between 2,500 and 8,000 persons, and their physical size varies widely depending upon population density. Census tracts are designed to be homogeneous with respect to population characteristics, economic status, and living conditions to allow for statistical comparisons. Community development: Affordable housing (including multifamily rental housing) for low- or moderate-income individuals; community services targeted to low- or moderate-income individuals; activities that promote economic development by financing businesses or farms that meet the size eligibility standards of the Small Business Administration’s Development Company or Small Business Investment Company programs (13 CFR 121.301) or have gross annual revenues of $1 million or less; or, activities that revitalize or stabilize low- or moderate-income geographies. Consumer loan(s): A loan(s) to one or more individuals for household, family, or other personal expenditures. A consumer loan does not include a home mortgage, small business, or small farm loan. This definition includes the following categories: motor vehicle loans, credit card loans, home equity loans, other secured consumer loans, and other unsecured consumer loans. Family: Includes a householder and one or more other persons living in the same household who are related to the householder by birth, marriage, or adoption. The number of family households always equals the number of families; however, a family household may also include nonrelatives living with the family. Families are classified by type as either a married-couple family or other family, which is further classified into "male householder" (a family with a male householder and no wife present) or "female householder" (a family with a female householder and no husband present). Full review: Performance under the lending, investment and service tests is analyzed considering performance context, quantitative factors (for example, geographic distribution, borrower distribution, and total number and dollar amount of investments), and qualitative factors (for example, innovativeness, complexity and responsiveness). Geography: A census tract or a block numbering area delineated by the U.S. Bureau of the Census in the most recent decennial census.

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Home Mortgage Disclosure Act ("HMDA"”): The statute that requires certain mortgage lenders that do business or have banking offices in a metropolitan statistical area to file annual summary reports of their mortgage lending activity. The reports include data such as race, gender and income of applications, amount of loan requested, and disposition of the application (for example, approved, denied, and withdrawn). Home mortgage loans: Includes home purchase and home improvement loans as defined in the HMDA regulation. This definition also includes multifamily (five or more families) dwelling loans, loans for the purchase of manufactured homes and refinancings of home improvement and home purchase loans. Household: Includes all persons occupying a housing unit. Persons not living in households are classified as living in group quarters. In 100 percent tabulations, the count of households always equals the count of occupied housing units. Limited review: Performance under the lending, investment and service tests is analyzed using only quantitative factors (for example, geographic distribution, borrower distribution, total number and dollar amount of investments, and branch distribution). Low-income: Individual income that is less than 50 percent of the area median income, or a median family income that is less than 50 percent, in the case of a geography. Market share: The number of loans originated and purchased by the institution as a percentage of the aggregate number of loans originated and purchased by all reporting lenders in the metropolitan area/assessment area. Metropolitan area ("MA"): Any primary metropolitan statistical area ("PMSA"), metropolitan statistical area ("MSA"), or consolidated metropolitan statistical area ("CMSA"), as defined by the Office of Management and Budget, with a population of 250 thousand or more, and any other area designated as such by the appropriate federal financial supervisory agency. Middle-income: Individual income that is at least 80 percent and less than 120 percent of the area median income, or a median family income that is at least 80 percent and less than 120 percent, in the case of a geography. Moderate-income: Individual income that is at least 50 percent and less than 80 percent of the area median income, or a median family income that is at least 50 percent and less than 80 percent, in the case of a geography. Multifamily: Refers to a residential structure that contains five or more units. Other products: Includes any unreported optional category of loans for which the institution collects and maintains data for consideration during a CRA examination. Examples of such activity include consumer loans and other loan data an institution may provide concerning its lending performance. Owner-occupied units: Includes units occupied by the owner or co-owner, even if the unit has not been fully paid for or is mortgaged. Qualified investment: A qualified investment is defined as any lawful investment, deposit, membership share or grant that has as its primary purpose community development.

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Rated area: A rated area is a state or multistate metropolitan area. For an institution with domestic branches in only one state, the institution’s CRA rating would be the state rating. If an institution maintains domestic branches in more than one state, the institution will receive a rating for each state in which those branches are located. If an institution maintains domestic branches in two or more states within a multistate metropolitan area, the institution will receive a rating for the multistate metropolitan area. Small loan(s) to business(es): A loan included in "loans to small businesses" as defined in the Consolidated Report of Condition and Income ("Call Report") and the Thrift Financial Reporting ("TFR") instructions. These loans have original amounts of $1 million or less and typically are either secured by nonfarm or nonresidential real estate or are classified as commercial and industrial loans. However, thrift institutions may also exercise the option to report loans secured by nonfarm residential real estate as "small business loans" if the loans are reported on the TFR as non-mortgage, commercial loans. Small loan(s) to farm(s): A loan included in "loans to small farms" as defined in the instructions for preparation of the Call Report. These loans have original amounts of $500 thousand or less and are either secured by farmland, or are classified as loans to finance agricultural production and other loans to farmers. Upper-income: Individual income that is more than 120 percent of the area median income, or a median family income that is more than 120 percent, in the case of a geography.