HIL CO 73 page 6

 Brandon State Bank. We looked at them, and it was not satisfactory. I did not
 think that holding company would ever go very far, and as a matter of fact, it did
 not. It was acquired by somebody else. Then, there was Sun Bank in Orlando. I
 had gone to school with Joel Wells. Joel was a year or two behind me in law
 school, but I knew him and he knew me. He came down to Hillsborough County
 and said, we ought to go see Warren Cason and see if we can buy that bank and
 put it into our system. They had a bank in Dale Mabry that they acquired, on
 Dale Mabry right over here as a matter of fact, but it was not doing anything to
 speak of. Then, Joel and I spent a good deal of time together along with Billy
 Dial, whose daughter is the president of the University of Florida Foundation
 now. He was a real mover-and-shaker in Florida. He is the one who was
 responsible, basically, for getting Disney World where it is. Billy, of course, was a
 long-time friend. He knew a lot of people, and he came to see me. He and Joel
 made an offer, we negotiated it and finally made a deal, and we became a part
 of Sun Bank. At that time, it was Sun Bank.

B: How did you know Billy Dial?

C: Through membership on the State of Florida Road Board. He had been on the
 Turnpike Authority and had been active in politics. So, I knew him through
 politics and then through membership on the Road Board and other friends. He
 was a good friend of Howard Frankland [former Road Board member, Tampa
 businessman and banker; namesake of the Howard Frankland Bridge across
 Tampa Bay], and he was on the board of the Atlantic Coastline Railroad, and we,
 being the city of Tampa, were trying to buy all of the Atlantic Coastline property
 along the river from Franklin Street north to Fortune Street, which was all
 warehouses and needed to be cleaned up. Billy was active in Atlantic Coastline
 on the board, and he was helpful in getting it done. Then, when we merged with
 Sun Bank, I became a member of the Sun Bank board in Orlando, the big board,
 the holding-company board, and chairman of the board of the combined banks
 here, Sun Banks in Hillsborough County. Then we merged the Sun Bank of
 Pinellas County into Sun Bank of Hillsborough, and I became chairman of that
 board. That was a good bank when the merger was completed. The combination
 of the two made an excellent bank. Then, in 1984, Joel Wells started talking
 about doing something with one of the big banks in Atlanta, or out of the state of
 Florida. They corresponded at Sun Bank with Trust Company of Georgia-our
 correspondent bank in Atlanta was Trust Company of Georgia-and, as a result,
 started dealing with Trust Company of Georgia. Joel was the one who really put
 it together. He was a great visionary. He could see things down the road that was
 going to happen that other people could not. It would blow your mind because
 there was no way other people could see as far in advance as he did.
 Unfortunately, Joel passed away with cancer after we merged with Trust
 Company of Georgia, I guess probably 1989 or somewhere along there. Anyway,
 the legislation had not been approved by Congress to allow the merger of Trust