<PAGE>

                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-K

  X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
------   EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED
         DECEMBER 31, 1996
                                          OR
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------   EXCHANGE ACT OF 1934.  FOR THE TRANSITION PERIOD FROM
                 TO
         --------  --------

                            COMMISSION FILE NUMBER 0-16878

                                   CBT CORPORATION
                  (Exact name of registrant as specified in charter)

         KENTUCKY                                          61-1030727
         (State or other jurisdiction of                 (IRS Employer
         of incorporation or organization)             Identification No.)

                           333 BROADWAY, PADUCAH, KY  42001
                      (Addresses of principal executive offices)

         Registrant's telephone number, including area code:   (502) 575-5100

             Securities registered pursuant to Section 12(b) of the Act:

                                                      Name on each exchange
         Title of each class                          on which registered
         NONE                                         NONE

             Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, NO PAR VALUE PER SHARE
                                   (Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required  to  file  such  reports), and  (2)  has  been  subject  to  such
filing  requirements for the past 90  days.
YES   X   NO
    -----    -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
           -----

State the aggregate market value of the voting stock held by non-affiliates of
the registrant - at March 24, 1997, $145,445,300 (assumes, solely for purposes
of this computation, that all shareholders, other than directors and executive
officers, are non-affiliates).  Indicate the number of shares outstanding of
each of the issuer's classes of common stock - as of  March 24, 1997, 7,867,517
shares.

Documents incorporated by reference:
Portions of the Annual Report to Shareholders for the fiscal year ended December
31, 1996 are incorporated herein by reference to Parts I and II of this Report.
Portions of the registrant's Proxy Statement dated March 8, 1997 are
incorporated by reference to Part III of this Report.


                                        Page 1
                            This filing contains 69 pages.


<PAGE>

                                  TABLE OF CONTENTS


PART I                                                                     PAGE

Item 1.  Business                                                           3
Item 2.  Properties                                                         8
Item 3.  Legal Proceedings                                                  8
Item 4.  Submission of Matters to a Vote of Security Holders                8

PART II

Item 5.  Market for the Registrant's Common Stock
         and Related Stockholder Matters                                    8
Item 6.  Selected Financial Data                                            8
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                9
Item 8.  Financial Statements and Supplementary Data                        9
Item 9.  Changes In and Disagreements with Accountants
         on Accounting and Financial Disclosure                             9

PART III

Item 10. Directors and Executive Officers of the Registrant                 9
Item 11. Executive Compensation                                             9
Item 12. Security Ownership of Certain Beneficial Owners and
         Management                                                         9
Item 13. Certain Relationships and Related Transactions                    10

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
         Form 8-K                                                          10

SIGNATURES                                                                 11-12
EXHIBIT INDEX                                                              13


                                        Page 2


<PAGE>

PART I
ITEM 1.  BUSINESS

CBT Corporation ("CBT"), is a multi-bank holding corporation, registered under
the Bank Holding Company Act of 1956 ("the Act"), as amended.  It was organized
under the laws of the Commonwealth of Kentucky in March 1983.  CBT maintains its
principal headquarters in Paducah, Kentucky.  It is the parent company of four
banks, the Bank of Marshall County ("BMC"), Citizens Bank & Trust Company
("Citizens"), Graves County Bank ("GCB"), and Pennyrile Citizens Bank and Trust
Company ("PCB"), and one federal savings bank, United Commonwealth Bank, FSB
("UCB").  Fidelity Credit Corporation ("FCC"), a consumer finance company, is a
wholly-owned subsidiary of Citizens.  United Commonwealth Service Corporation
("UCSC"), which provides brokerage services to customers, is a wholly-owned
subsidiary of UCB.  CBT provides financial services primarily in western
Kentucky through its 18 bank locations, with the consumer finance company having
27 locations throughout Kentucky.   At December 31, 1996, CBT had total
consolidated assets of $960.6 million, total loans net of unearned interest of
$687.2 million and total stockholders' equity of $110.2 million.  CBT had 442
full-time equivalent employees at December 31, 1996.

CBT offers its products through direct mail as well as through its 45 locations.
To meet the data processing needs of its banks, CBT uses the services of a third
party vendor.

CBT has acquired banks and branches over the last three years as a part of an
overall strategy to expand its base of business.  The Corporation will continue
to pursue appropriate acquisition opportunities.


CITIZENS BANK & TRUST COMPANY OF PADUCAH

Citizens was authorized to commence business in 1888 and conducts a general
banking business encompassing most of the services, both commercial and
consumer, which banks may lawfully provide, including the acceptance of demand,
savings, and time deposits; the making of commercial, consumer, mortgage and
credit card loans; personal and corporate trust services, safe deposit
facilities, and correspondent banking services.  Additional services include
providing brokerage services through a strategic alliance with J C Bradford &
Co., a Nashville, Tennessee-based regional brokerage firm.  While primarily
serving customers in the Paducah and McCracken County area, Citizens' market
area also includes several other counties in western Kentucky and nearby
southern Illinois.  At December 31, 1996 before intercompany eliminations,
Citizens had total assets of approximately  $613.9 million.

Citizens conducts business in its principal office at 333 Broadway, Paducah,
Kentucky and in 5 branch locations located within McCracken County.

Citizens is also the sole shareholder of Fidelity Credit Corporation, described
on the following page.


FIDELITY CREDIT CORPORATION

FCC, a Kentucky corporation, engages in the business of making consumer loans,
both secured and unsecured.  FCC operates under the Consumer Loan Act and
Industrial Loan Act of Kentucky.  In addition to its corporate office in
Paducah, FCC operates 27 offices throughout Kentucky.  Two new FCC offices were
opened in 1996.

FCC's operations are primarily financed by short and long-term borrowings from
two regional institutions.  In 1996, Citizens provided a portion of FCC's short
term funding.  CBT guaranteed a portion of FCC's borrowings from the regional
institutions.  At December 31, 1996, before intercompany eliminations, FCC had
total assets of approximately $33.5 million.


                                        Page 3


<PAGE>

PENNYRILE CITIZENS BANK AND TRUST COMPANY

PCB, organized in 1976, is a full-service commercial bank which provides
services similar to that of Citizens.  PCB's principal office is located at 2800
Fort Campbell Boulevard in Hopkinsville and has three additional branches
located within Christian County.  At December 31, 1996, before intercompany
eliminations, PCB had total assets of approximately $74.4 million.


BANK OF MARSHALL COUNTY

BMC, organized in 1903, is a full service commercial bank which provides
services similar to that of Citizens. BMC's principal office is located in
Benton, Kentucky and it has two branches located in Draffenville and
Gilbertsville, Kentucky.  At December 31, 1996, before intercompany
eliminations, BMC had total assets of approximately $156.9 million.


GRAVES COUNTY BANK

GCB, organized in 1898, is a full service commercial bank which provides
services similar to that of Citizens.  GCB has four locations in Graves County,
Kentucky and maintains its main office in Mayfield, Kentucky.  At December 31,
1996 GCB had assets, before inter-company eliminations, of $46.3 million.


UNITED COMMONWEALTH BANK, F.S.B.

UCB, located in Murray, Kentucky, is a federal savings bank chartered on
September 8, 1992 and opened on September 14, 1992.  UCB provides the full range
of banking activities typically associated with a commercial bank.  In the
fourth quarter of 1995, UCB formed UCSC, a wholly-owned subsidiary, for the
purposes of providing brokerage services to customers through the J. C. Bradford
alliance.  At December 31, 1996, UCB had assets, before intercompany
eliminations, of $52.2 million.


SUPERVISION AND REGULATION

BANK HOLDING COMPANIES AND SAVINGS AND LOAN HOLDING COMPANIES
As a registered bank holding company, CBT is regulated under the Act and is
subject to supervision and regular inspection by the Board of Governors of the
Federal Reserve System ("Federal Reserve Board").   The Act requires, among
other things, the prior approval of the Federal Reserve Board in any case where
CBT proposes to (i) acquire all or substantially all of the assets of any bank,
(ii) acquire direct or indirect ownership or control of more than 5 percent of
the voting shares of any bank or (iii) merge or consolidate with any bank
holding company.

Under the Act, CBT is prohibited, with certain exceptions, from acquiring direct
or indirect ownership or control of more than 5% of any class of voting shares
of any non-banking corporation.  Further,  CBT may not engage in any business
other than managing and controlling banks or furnishing certain specified
services to subsidiaries, and may not acquire voting control of non-banking
corporations except those corporations engaged in businesses or furnishing
services which the Federal Reserve Board deems to be so closely related to
banking as "to be a proper incident thereto."  The Federal Reserve Board has
determined that a number of activities meet this standard including making and
servicing loans; performing certain fiduciary functions; leasing real and
personal property; underwriting and dealing in government obligations and
certain money market instruments; underwriting and dealing, to a limited extent,
in corporate debt obligations and other securities that banks may not deal in;
providing foreign exchange advisory and transactional services; and owning,
controlling or operating a savings association, if the savings association
engages only in deposit-taking activities and lending and other activities that
are permissible for bank holding companies.  The Board, from time to time, may
revise the list of permitted activities.


                                        Page 4


<PAGE>

Bank holding companies and their subsidiary banks are also subject to the
provisions of the Community Reinvestment Act of 1977, as amended ("CRA").  Under
the CRA, each subsidiary bank's record in meeting the credit needs of the
community served by the bank, including low- and moderate-income neighborhoods,
is annually assessed by that bank's primary regulatory authority.  When a bank
holding company applies for approval to acquire a bank or other bank holding
company, the Federal Reserve Board will review the assessment of each subsidiary
bank of the applicant bank holding company, and such records may be the basis
for denying the application.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Banking Act") has removed state law barriers to interstate bank
acquisitions and, effective June 1, 1997, will permit the consolidation of
interstate banking operations.  Under the Interstate Banking Act, adequately
capitalized and managed bank holding companies may now acquire banks in any
state, subject to CRA compliance, compliance with federal and state antitrust
laws and deposit concentration limits, and subject to any state laws restricting
the acquisition of a bank that has not been in existence for a minimum time
period (up to five years).  In addition, the Interstate Banking Act also permits
any bank that is controlled by a bank holding company to act as agent for any
affiliated financial institution in deposit and loan transactions, regardless of
whether the institutions are located in the same or different states.  The
Interstate Banking Act's interstate branching provisions will become operative
on June 1, 1997, although any state can, prior to that time, adopt legislation
to accelerate interstate branching or prohibit it completely.  Effective June 1,
1997, subject to the receipt of prior regulatory approval, the interstate
branching provisions and implementing Kentucky legislation will permit Kentucky
banks to merge across state lines, provided the acquired bank has been in
existence for at least five years and a 15% deposit concentration limit is not
exceeded.

Under Federal Reserve Board policy, a bank holding company is expected to act as
a source of financial strength to each of its subsidiary banks and to commit
resources, including capital funds during periods of financial stress, to
support each such bank.  Although this "source of strength" policy has been
challenged in litigation, the Federal Reserve Board continues to take the
position that it has the authority to enforce it.  Consistent with its "source
of strength" policy for subsidiary banks, the Federal Reserve Board has stated
that, as a matter of prudent banking, a bank holding company generally should
not maintain a rate of cash dividends unless its net income available to common
shareholders has been sufficient to fund fully the dividends, and the
prospective rate of earnings retention appears to be consistent with the
company's capital needs, asset quality and overall financial condition.

SUBSIDIARY BANKS
CBT's subsidiary banks are subject to supervision and examination by applicable
federal and state banking agencies. UCB is also subject to supervision and
examination by the Office of Thrift Supervision ("OTS").  All of the subsidiary
banks are insured by, and therefore subject to regulations of, the Federal
Deposit Insurance Corporation ("FDIC"), and are also subject to requirements and
restrictions under federal and state law, including requirements to maintain
reserves against deposits, restrictions on the types and amounts of loans that
may be granted and the interest that may be charged thereon, and limitations on
the types of investments that may be made and the types of services that may be
offered.  Numerous consumer laws and regulations also affect the operations of
the bank subsidiaries including, among others, disclosure requirements,
anti-discrimination provisions, and substantive contractual limitations with
respect to deposit accounts.  The banking agencies, together with the
Departments of Justice and Housing and Urban Development, have announced that
they intend to enforce more rigorously compliance with community reinvestment,
anti-discrimination and other fair lending laws and regulations.  In addition to
the impact of regulation, commercial banks are affected significantly by the
actions of the Federal Reserve Board as it attempts to control money supply and
credit availability in order to influence the economy.

The FDIC, in the case of CBT's commercial bank subsidiaries, and the FDIC or
OTS, in the case of UCB, have the authority to prohibit any such institution
from engaging in an unsafe or unsound practice in conducting its business.  The
payment of dividends, depending upon the financial condition of the institution
in question, could be deemed to constitute such an unsafe or unsound practice,
and the regulatory agencies have indicated their view that it generally would be
an unsafe and unsound practice to pay dividends except out of current operating
earnings.  The ability of the institutions to pay dividends in the future is
presently, and could be further influenced, among other things, by applicable
capital guidelines or by bank regulatory and supervisory policies.


                                        Page 5
<PAGE>

The ability of a banking institution to make funds available to its parent
company is also subject to restrictions imposed by federal law.  Generally, no
bank subsidiary may extend credit to the parent company on terms and under
circumstances which are not substantially the same as comparable extensions of
credit to non-affiliates.  No extension of credit may be made to the parent
company which is in excess of 10 percent of the capital stock and surplus of
such bank subsidiary or in excess of 20 percent of the capital and surplus of
such bank subsidiary as to aggregate extensions of credit to the parent company
and its subsidiaries.  In certain circumstances, federal regulatory authorities
may impose more restrictive limitations.  Such extensions of credit, with
limited exceptions, must be fully secured by collateral.

CBT's bank subsidiaries are also subject to the "cross-guarantee" provisions of
federal law which provide that if one depository institution subsidiary of a
multi-bank holding company fails or requires FDIC assistance, the FDIC may
assess a commonly controlled depository institution for the actual or estimated
losses suffered by the FDIC.  Such liability could have a material adverse
effect upon the financial condition of any assessed bank and its parent company.
While the FDIC's claim is junior to the claims of depositors, holders of secured
liabilities, general creditors and subordinated creditors, it is superior to the
claims of shareholders and affiliates.

The federal banking agencies possess broad powers to take corrective action as
deemed appropriate for an insured depository institution and its holding
company.  The extent of these powers depends upon whether the institution in
question is considered "well capitalized", "adequately capitalized",
"undercapitalized" or "critically undercapitalized".  At December 31, 1996, all
of the subsidiaries exceeded the required ratios for classification as "well
capitalized."  Generally, as an institution is deemed to be less well
capitalized, the scope and severity of the agencies' powers increase.  The
agencies' corrective powers can include, among other things, requiring an
insured financial institution to adopt a capital restoration plan which cannot
be approved unless guaranteed by the institution's  parent  holding  company;
placing  limits  on   asset  growth  and  restrictions  on  activities;
placing restrictions on transactions with affiliates; restricting the interest
rate the institution may pay on deposits; prohibiting the institution from
accepting deposits from correspondent banks; prohibiting the payment of
principal or interest on subordinated debt; prohibiting the holding company from
making capital distributions without prior regulatory approval; and, ultimately,
appointing a receiver for the institution. Business activities may also be
influenced by an institution's capital classification.  For instance, only a
"well capitalized" depository institution may accept brokered deposits without
regulatory approval and an "adequately capitalized" depository institution may
accept brokered deposits only with prior regulatory approval.  For additional
information about capital for CBT and its principal subsidiaries, see Note 10 on
page 43 of this document.

NON-BANK SUBSIDIARIES
Fidelity Credit Corporation is subject to regulatory restrictions imposed by
federal and state regulatory agencies, with respect to consumer and other laws.


GOVERNMENTAL POLICIES

The operations of financial institutions may be affected by legislative changes.
For example, Congress is presently considering various administrative and
legislative proposals, including proposals to consolidate the bank regulatory
agencies and to amend various consumer protection laws.  In addition, Congress
is considering various issues relating to the separation of banking and commerce
including, for example, the repeal of the Glass Stegall Act.

Financial institutions' operations also may be affected by the policies of
various regulatory authorities.  In particular, bank holding companies and their
subsidiaries are affected by the credit policies of the Federal Reserve Board.
An important function of the Federal Reserve Board is to regulate the national
supply of bank credit.  Among instruments of monetary policy used by the Federal
Reserve Board to implement its objectives are: open market operations in U.S.
Government securities; changes in the discount rate on bank borrowings; and
changes in reserve requirements on bank deposits.

These instruments of monetary policy are used in varying combinations to
influence the overall level of bank loans, investments and deposits, the
interest rates charged on loans and paid for deposits, the price of the dollar
in foreign exchange markets, and the level of inflation.  The monetary policies
of the Federal Reserve Board have had a significant effect on the operating
results of banking institutions in the past and are expected to continue to do
so in the future.  It is not possible to predict the nature of future changes in
monetary and fiscal policies, or the effect that they may have on CBT's business
and earnings.


                                        Page 6


<PAGE>

COMPETITION

Bank holding companies and their subsidiaries are subject to intense competition
from various financial institutions and other companies or firms that engage in
similar activities.  CBT's banking subsidiaries compete for deposits with other
commercial banks, savings banks, savings associations, insurance companies,
credit unions and issuers of commercial paper and other securities, such as
shares in money market funds.  In making loans, the Banks compete with other
commercial banks, savings banks, savings associations, consumer finance
companies, credit unions, leasing companies and other lenders.    In providing
trust services, brokerage services and money management services, CBT competes
with other commercial banks, trust companies, brokerage houses, mutual fund
managers and insurance companies.  Many such competitors have substantial
resources and operations which are national or international in scope.

STATISTICAL INFORMATION

Specific financial information required to be included under Item I of this Form
10-K is incorporated herein by reference to the Annual Report to Shareholders
for the fiscal year ended December 31, 1996, and listed below along with a page
reference where the information can be found in the Annual Report to
Shareholders:

                                                                ANNUAL REPORT
    DESCRIPTION OF FINANCIAL INFORMATION REQUIRED               REFERENCE PAGE


    Three Year Average Balance and Net Interest
         Analysis                                                    24

    Analysis of Changes in Net Interest Income                       23

    Carrying Value of Investment Securities                          37

    Carrying Value of Securities Available for Sale                  37

    Maturity Distribution of Securities Available
         for Sale                                                    38

    Loan Portfolio                                                   26

    Contractual Loan Maturities and Interest
         Sensitivity                                                 28

    Non-performing Assets                                            27

    Impact of Non-accrual Loans on Interest Income                   38

    Allowance for Loan Losses                                        38

    Average Deposits and Rates Paid                                  24

    Maturity of Time Deposits of $100,000 or More                    28

    Return on Equity and Assets                                      22

    Short-Term Borrowings                                            40


                                        Page 7


<PAGE>

ITEM 2.  PROPERTIES

The executive and administrative offices of CBT and the main office of Citizens
consists of six floors of the ten story building known as Citizens Bank
Building, which is located in downtown Paducah, Kentucky with a street address
of 333 Broadway.  Citizens owns the Citizens Bank Building and properties on
which all its branches are located.  PCB, GCB, and BMC own their main respective
office and land.  All other branch locations of Citizens and CBT subsidiaries as
well as the main office of UCB are owned by CBT.  BMC owns a building adjacent
to its main office that houses the deposit operations function for CBT.  Because
of the nature of FCC's business, it generally maintains offices with a limited
square footage, often in strip shopping centers.  For these reasons and to give
it maximum flexibility, FCC leases all of its locations under short term leases
(generally three to five years) with annual aggregate lease payments of
approximately $330,000.

ITEM 3.  LEGAL PROCEEDINGS

In the ordinary course of operations, CBT's subsidiaries are defendants in
various legal proceedings.  In the opinion of management, there is no proceeding
pending, or, to the knowledge of management, threatened in which an adverse
decision could result in a material adverse change in the business or
consolidated financial position of CBT or its subsidiaries.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


PART II
ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS

At March 24, 1997, CBT had issued and outstanding 7,867,517 shares of common
stock.  The approximate number of record holders as of March 24, 1997 was 1,470

CBT Corporation common stock is traded on the NASDAQ National Market under the
symbol CBTC.

The following table summarizes transactions in common stock and cash dividends
declared in 1996 and 1995.  The trading price information reflects the range of
actual closing sales prices for CBT Corporation common stock as reported by
NASDAQ.

                                   Market  Value
                                 --------------------   Cash
                                   Low         High   Dividends
                                 --------------------------------
    1st Quarter  1996             $21.50      $24.50    $ .12
    2nd Quarter 1996              $21.50      $24.25    $ .12
    3rd Quarter 1996              $20.00      $23.50    $ .13
    4th Quarter 1996              $20.00      $28.00    $ .13

    1st Quarter  1995             $21.00      $24.75    $ .11
    2nd Quarter 1995              $19.75      $24.00    $ .11
    3rd Quarter 1995              $19.25      $24.25    $ .12
    4th Quarter 1995              $20.00      $23.00    $ .12

CBT Corporation has not engaged in the purchase or sale of any unregistered
securities during 1996.

ITEM 6.  SELECTED FINANCIAL DATA

The information required by this item appears on page 22 of the Annual Report to
Shareholders for the fiscal year ended December 31, 1996,  under the caption
"Selected Financial Data" and is incorporated herein by reference.


                                        Page 8


<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The information required by this item appears on pages 13-21 of the Annual
Report to Shareholders for the fiscal year ended December 31, 1996, under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and is incorporated herein by reference.

RECENT ACCOUNTING ANNOUNCEMENTS
The Financial Accounting Standards Board has approved a financial accounting
standard effective for fiscal years ending after December 15, 1997 which
establishes standards for computing and presenting earnings per share and also
establishes standards with respect to disclosure of information about an
entity's capital structure.  The Corporation is required to adopt the provisions
in the first quarter of 1997 and does not expect the adoption thereof to have a
material effect on the Corporation's results of operations.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item, Report of Independent Public Accountants
and Consolidated Financial Statements and related notes appear on page 29-47 of
the Annual Report to Shareholders for the fiscal year ended December 31, 1996,
and is incorporated herein by reference.  The Selected Quarterly Financial Data,
found in Note 18 on page 45 of the Annual Report to shareholders for fiscal
year ended December 31, 1996, is also incorporated herein by reference.


ITEM  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 appears under the heading "PROPOSAL ONE
ELECTION OF DIRECTORS" on pages 3-5 of the Proxy Statement of CBT Corporation
for the 1997 Annual Meeting of Stockholders dated March 12, 1997 ("Proxy
Statement"), under the sub-heading "Executive Officers"  on pages 8-9 of the
Proxy Statement and under the sub-heading "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 3, all of which is incorporated herein by
reference.


ITEM 11. EXECUTIVE COMPENSATION

Information required by this item is contained on page 5 of the Proxy Statement
under the sub-heading "Compensation of Directors" and on pages 6-10 under the
heading "EXECUTIVE COMPENSATION" of the Proxy Statement and is incorporated
herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this item is contained on page 1 under the heading
"SECURITY OWNERSHIP OF  CERTAIN BENEFICIAL OWNERS" and pages 2-3 under the
heading "BENEFICIAL OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS OF COMMON
STOCK OF THE CORPORATION" of the Proxy Statement and is incorporated herein by
reference.


                                        Page 9


<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is contained on page 10 under the sub-heading
"Compensation Committee Interlocks and Insider Participations" and on page 15
under the heading "TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS" of the
Proxy Statement and is incorporated herein by reference.


PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The following consolidated financial statements of the registrant and
report of independent public accountants are included in the Annual Report to
Shareholders for the fiscal year ended December 31, 1996, on the pages indicated
and are incorporated herein by reference.

    (1)  Financial Statements:
         DESCRIPTION                                            PAGE

         Report of Independent Public Accountants                29
         Consolidated Statements of Income                       30
         Consolidated Balance Sheets                             31
         Consolidated Statements of Stockholders' Equity         32
         Consolidated Statements of Cash Flows                   33
         Notes to Consolidated Financial
              Statements                                         34-47

    (2)  Financial Statements Schedules:

         Schedules are omitted because the information is
         not applicable.

    (3)  Exhibits:

         The Exhibit Index on page 13 incorporated herein
         by reference.  The management contracts and compensatory
         plans or arrangements required to be filed as exhibits to this
         Form 10-K pursuant to Item 14(c) are noted by asterisk in the
         Exhibit Index.

(b)  Reports on Form 8-K.

    No reports on Form 8-K were filed during the fourth quarter of 1996.


                                       Page 10


<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on behalf
by the undersigned, thereunto duly authorized on March 26, 1997.

                        CBT CORPORATION

                        /s/ William J. Jones
                        William J. Jones
                        President and Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 26, 1997.


/s/ William J. Jones         President and Chief Executive Officer
William J. Jones             (Principal Executive Officer)


/s/ John E. Sircy            Executive Vice President and
John  E. Sircy                    Chief Operating Officer
                             (Principal Financial and Accounting Officer)


/s/ Irving P. Bright, Jr.
Irving P. Bright, Jr.        Director


/s/ John L. Burman
John L. Burman               Director


/s/ Patrick J. Cvengros
Patrick J. Cvengros          Director


/s/ William H. Dyer
William H. Dyer              Director


/s/ Louis A. Haas
Louis A. Haas                Director


/s/ Joe Tom Haltom
Joe Tom Haltom               Director


/s/ Kerry B. Harvey
Kerry B. Harvey              Director


/s/ F. Donald Higdon
F. Donald Higdon             Director


                                       Page 11


<PAGE>

/s/ Ted S. Kinsey
Ted S. Kinsey                Director


---------------------
Louis M. Michelson           Director


/s/ Bill B. Morgan
Bill B. Morgan               Director


---------------------
Louis D. Myre, M.D.          Director


/s/ David M. Paxton
David M. Paxton              Director


/s/ Robert P. Petter
Robert P. Petter             Director


/s/ Joseph A. Powell
Joseph A. Powell             Director


/s/ William A. Usher
William A. Usher             Director


                                       Page 12


<PAGE>

                                    EXHIBIT INDEX


NUMBER        DESCRIPTION                                                  PAGE


3(a), 4(b)    Articles of Incorporation of CBT Corporation,
              as amended are incorporated by reference to
              Exhibit 4(a), of Amended Form 10-Q of CBT
              Corporation dated September 6, 1994.

3(b), 4(b)    Articles of Amendment to the Articles of Incorporation
              of CBT Corporation are incorporated by reference to
              Exhibit 4(b) of Form 10-Q of CBT Corporation
              dated June 30, 1995.

3(c), 4(c)    By-Laws of CBT Corporation are incorporated
              by reference to Exhibit 3, to the Registration
              Statement of Form S-14 of CBT Corporation
              (Registration No. 2-83583).

10(a)         **Form of Severance Protection Agreement
              between CBT Corporation and certain executive
              officers is incorporated by reference to Exhibit 10 of
              Form 10-Q of CBT Corporation dated September 30, 1996.

10(b)         **CBT Corporation 1986 Stock Option Plan  is
              incorporated by reference to Exhibit 4 of
              Registration Statement on Form S-8 of CBT
              Corporation (Registration No. 33-28512).

10(c)         **CBT Corporation 1993 Stock Option Plan
              is incorporated by reference to Form 10-Q
              of CBT Corporation dated March 31, 1993.

10(d)         **Salary Continuance Agreement is incorporated
              by reference to Exhibit 10(c) of the Form 10-K
              of CBT Corporation for the year ended December
              31, 1990.

10(e)         **Description of Incentive Compensation Plan.

13            Portions of the Annual Report to Security Holders           28-63

21            Subsidiaries of the Registrant                              64-65

23            Consent of Independent Public Accountants                   66-67

27            Financial Data Schedule                                     68-69

**   Denotes management contracts or compensatory plans or arrangements required
to be filed as exhibits to this Form 10-K.


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