EXHIBIT  2.2

                          AGREEMENT AND PLAN OF MERGER

     THIS  AGREEMENT  AND  PLAN OF MERGER (this "Agreement") is made and entered
into  as  of  September  15,  2000,  by  and  between  Friendship Community Bank
("Bank"),  a  financial institution organized and existing under the laws of the
State  of  Florida,  with its principal office located in Ocala, Florida and PAB
Bankshares, Inc. ("PAB"), a corporation organized and existing under the laws of
the State of Georgia, with its principal office located in Valdosta, Georgia, to
be  joined  in  by  FCB  Interim Bank ("Interim"), a financial institution to be
chartered  under  the  laws of the State of Florida and to become a wholly-owned
subsidiary  of  PAB.

                                    PREAMBLE

     The  Boards  of  Directors of Bank, PAB and, once it is chartered, Interim,
are  each  of  the  opinion that the transaction described herein is in the best
interest  of  the  parties  and  their  respective shareholders.  This Agreement
provides  for  the  merger of Interim with and into Bank (the "Merger").  At the
effective  time  of  the  Merger, the outstanding shares of the capital stock of
Bank  shall  be  exchanged  for cash totaling $7,511,712 and all the outstanding
options  having  rights  to convert to 9,000 shares of Bank's capital stock will
either  (i)  be  exercised  by  the  holders  in accordance with their terms and
exchanged for cash totaling $166,680 or (ii) terminated in accordance with their
terms,  such  amounts  totaling in the aggregate $7,678,392 assuming exercise of
the  options'  The  transaction  described  in  this Agreement is subject to the
approvals  of  the  shareholders  of Bank, the Board of Governors of the Federal
Reserve  System,  the  Federal  Deposit  Insurance  Corporation,  the  Florida
Department  of  Banking and Finance and the Department of Banking and Finance of
the State of Georgia, and the satisfaction of certain other conditions described
in  this  Agreement.

     Immediately  following  the  Closing  of  the  Merger,  Bank will remain in
existence  under  its  Articles  of  Incorporation  and  Bylaws,  as  in  effect
immediately  prior  to the Effective Time, as a wholly-owned subsidiary of PAB.

     Certain  terms  used  in this Agreement are defined in Section 11.1 of this
Agreement.

     NOW,  THEREFORE,  in  consideration of the above and the mutual warranties,
representations, covenants and agreements set forth herein, the parties agree as
follows:

                                   ARTICLE 1
                     TRANSACTION  AND  TERMS  OF  MERGER

     1.1     Merger.  Subject to the terms and conditions of this Agreement, at
the  Effective  Time,  Interim  shall be merged with and into Bank in accordance
with  the  provisions  of  Sections  658.41  and 658.42 of the FFIC and with the
effect  provided  in  Section  658.45  of the FFIC.  Bank shall be the Surviving
Corporation  resulting  from  the  Merger, and the separate existence of Interim
shall  cease.  The  Merger  shall  be  consummated pursuant to the terms of this
Agreement,  which  has  been  approved  and  adopted by the respective Boards of
Directors  of  PAB,  Interim  and  Bank  and  will  be  approved by the Board of
Directors  of  Interim  upon  its  formation.  The name and location of the main
office  and  each branch office of PAB and Bank, along with the name and address
of  the  main office of the Surviving Corporation and each existing and proposed
branch  office  as  well  as the name and address of each director and executive
officer,  and  a copy of the complete articles of incorporation of the Surviving
Corporation  are  attached  as  Exhibit  A to this Agreement.  Exhibit A further
includes  the  amount  of  the Surviving Corporation's surplus fund and retained
earnings  at  June  30,  2000.

     1.2     Time  and  Place  of Closing.  The Closing will take place at 9:30
a.m., local time, on the date that the Effective Time occurs (or the immediately
preceding day if the Effective Time is earlier than 9:30 a.m.), or at such other
time as the Parties, acting through their Chief Executive Officers, may mutually
agree.  The  place  of  Closing shall be at the offices of Troutman Sanders LLP,
Atlanta,  Georgia,  or  such  other  place as may be mutually agreed upon by the
Parties.

     1.3     Effective  Time.  The  Merger contemplated by this Agreement shall
become  effective  on  the  date and at the time set forth in the certificate of
merger (the "Certificate of Merger") issued by the Florida Department of Banking
and Finance (the "Effective Time").  Subject to the terms and conditions hereof,
unless otherwise mutually agreed upon in writing by the Chief Executive Officers
of  each  Party,  the  Parties  shall  use their reasonable efforts to cause the


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Effective  Time  to  occur on the last business day of the month in which occurs
the  last  to  occur  of  (i)  the  effective  date (including expiration of any
applicable  waiting  period)  of  the  last  required  Consent of any Regulatory
Authority  having authority over and approving or exempting the Merger, (ii) the
date  on  which  the  shareholders of Bank approve this Agreement, or (iii) such
later  date  as  may  be  mutually agreed upon in writing by the Chief Executive
Officers  of  each  Party.

     1.4     Execution  of support and Non Competition Agreements.  Immediately
prior  to the execution of this Agreement and as a condition hereto, each of the
directors of Bank is executing and delivering to PAB a Support Agreement and Non
Competition Agreement in substantially the form as attached hereto as Exhibit B.

                                   ARTICLE 2
                                TERMS OF MERGER

     2.1     Articles  of Incorporation.  The Articles of Incorporation of Bank
in  effect prior to the Effective Time shall be the Articles of Incorporation of
the  Surviving  Corporation  until  otherwise  amended  or  repealed.

     2.2     Bylaws.  The  Bylaws of Bank in effect prior to the Effective Time
shall  be  the  Bylaws  of  the Surviving Corporation until otherwise amended or
repealed.

     2.3     Directors  of  Bank.  The directors of Bank in office prior to the
Effective  Time,  together  with  such  additional  persons as may thereafter be
elected, anticipate serving as directors of Bank for at least one year after the
Effective  Time.

     2.4     Officers  of  Bank.  The  officers  of Bank in office prior to the
Effective  Time,  together  with  such  additional  persons as may thereafter be
elected,  shall  serve as the officers of Bank from and after the Effective Time
in  accordance  with  the  Bylaws  of  Bank.

                                   ARTICLE 3
                    MANNER OF CONVERTING SHARES AND OPTIONS

     3.1     Conversion  of  Shares.  Subject to the provisions of this Article
3,  at the Effective Time, by virtue of the Merger and without any action on the
part  of  PAB, Interim or Bank, or the shareholders of any of the foregoing, the
shares  of  the  constituent  corporations  shall  be  converted  as  follows:

          (a)  Each share of PAB Common Stock issued and outstanding immediately
prior  to  the Effective Time shall remain issued and outstanding from and after
the  Effective  Time;

          (b)  Subject  to  adjustment  as outlined below and the conditions set
forth  herein,  all  shares  of  Bank Common Stock issued and outstanding at the
Effective  Time  shall  be exchanged for cash totaling $7,511,712 and all of the
outstanding  options having rights to convert, in the aggregate, to 9,000 shares
of  Bank's Common Stock (the "Bank Options") will either (i) be exercised by the
holders  in accordance with their terms and exchanged for cash totaling $166,680
or  (ii) terminated in accordance with their terms, such amounts totaling in the
aggregate  the  sum  of  $7,678,392  (the  "Merger  Consideration");

          (c)  Each  share of Bank Common Stock (excluding shares held by PAB or
any  of  its  Subsidiaries  or  by  Bank, in each case other than in a fiduciary
capacity  or  as  a  result of debts previously contracted, and excluding shares
held  by  Bank shareholders who perfect their dissenters' rights of appraisal as
provided  in  Section  3.4  of  this  Agreement)  issued  and outstanding at the
Effective  Time  shall cease to be outstanding.  Each share of Bank Common Stock
and  each share subject to the Options shall be converted into and exchanged for
the right to receive $18.52 (the "Per Share Cash Consideration").  The Per Share
Cash Consideration shall be paid to Bank's shareholders by PAB for each share of
Bank  Common  Stock;  and

          (d)  In  the  event  the costs and expenses incurred by Bank or on its
behalf  in  connection  with  the transactions contemplated hereunder, including
filing,  registration  and application fees, printing fees and fees and expenses
of its own consultants, accountants, and counsel, (but excluding amounts payable
under  change  of  control  provisions in certain Bank employment agreements, if
any,  and  as  a  result  of the termination of the Fiserv Solutions, Inc.  Data
Processing  Agreement  dated  August  5,  1999  following  the  Closing)  exceed
$100,000,  the Merger Consideration shall be reduced by the amount of such costs
and  expenses in excess of $100,000 (the "Excess Amount") and the Per Share Cash
Consideration  shall  be reduced by the amount equal to the quotient obtained by
dividing  the  Excess  Amount  by  414,600.


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     3.2     Anti-Dilution Provisions.  In the event Bank changes the number of
shares  of Bank Common Stock, issued and outstanding prior to the Effective Time
as  a  result  of a stock split, stock dividend or similar recapitalization with
respect  to  such  stock  and  the  record date therefor (in the case of a stock
dividend)  or  the  effective  date  therefor  (in  the case of a stock split or
similar  recapitalization)  shall  be  prior  to  the Effective Time, the Merger
Consideration  and  the  Per  Share  Cash Consideration shall be proportionately
adjusted.

     3.3     Shares  Held  by  Bank  or PAB.  Each of the shares of Bank Common
Stock  held  by  Bank  or  by  any  PAB  Companies, in each case other than in a
fiduciary  capacity  or  as  a  result  of debts previously contracted, shall be
canceled and retired at the Effective Time, and no consideration shall be issued
in  exchange  therefor.

     3.4     Dissenting  Shareholders.  Any  holder  of  shares  of Bank Common
Stock who perfects his dissenters' rights of appraisal in accordance with and as
contemplated by Sections 658.44 et seq. of the FFIC shall be entitled to receive
the  value  of  such  shares in cash as determined pursuant to such provision of
Law;  provided,  however,  that  no such payment shall be made to any dissenting
shareholder  unless  and until such dissenting shareholder has complied with the
applicable  provisions  of  the  FFIC and surrendered to Bank the certificate or
certificates  representing  the  shares for which payment is being made.  In the
event  that  after  the Effective Time a dissenting shareholder of Bank fails to
perfect,  or  effectively  withdraws  or  loses,  his  right to appraisal and of
payment  for his shares, Bank shall issue and deliver the consideration to which
such  holder  of  shares  of  Bank Common Stock is entitled under this Article 3
(without  interest)  upon  surrender  by  such  holder  of  the  certificate  or
certificates  representing  the  shares  of  Bank  Common  Stock  held  by  him.

     3.5     Stock  Options.  At the Effective Time, all rights with respect to
Bank  Common  Stock  pursuant to the Bank Options granted by Bank under the Bank
Stock  Option  Plan  (the  "Bank  Option  Plan"),  which  are outstanding at the
Effective Time, whether or not exercisable, shall be either (i) exercised by the
holders thereof in accordance with their terms and become rights with respect to
Bank  Common Stock, and Bank shall issue 9,000 shares of Bank Common Stock which
stock  shall  then  be  exchanged  with  PAB for cash totaling $166,680, or (ii)
terminated  in  accordance with their terms, and the Bank Option Plan shall then
terminate.  Bank  shall  take  all  necessary  steps to effectuate the foregoing
provisions  of  this  Section  3.5.

                                   ARTICLE 4
                               EXCHANGE OF SHARES

     4.1     Exchange  Procedures.  Within  five days after the Effective Time,
PAB  shall,  as  exchange  agent,  mail  to  the  former  shareholders  of  Bank
appropriate  transmittal  materials  (which shall specify that delivery shall be
effected,  and  risk  of  loss  and  title  to  the  certificates  theretofore
representing  shares  of Bank Common Stock shall pass, only upon proper delivery
of  such  certificates to PAB).  After the Effective Time, each holder of shares
of  Bank  Common Stock (other than shares to be canceled pursuant to Section 3.3
of  this  Agreement  or  as  to  which dissenters' rights of appraisal have been
perfected  as  provided in Section 3.4 of this Agreement) issued and outstanding
at  the  Effective  Time  shall  surrender  the  certificate  or  certificates
representing  such  shares  to  PAB  and  shall within five days after surrender
thereof  receive  in exchange therefor the consideration provided in Section 3.1
of  this  Agreement, together with all undelivered dividends or distributions in
respect  of  such  shares  (without interest thereon) pursuant to Section 4.2 of
this  Agreement.  PAB  shall  not  be  obligated to deliver the consideration to
which  any  former  holder  of  Bank Common Stock is entitled as a result of the
Merger until such holder surrenders his certificate or certificates representing
the  shares  of  Bank Common Stock for exchange as provided in this Section 4.1.
The  certificate  or  certificates  of Bank Common Stock so surrendered shall be
duly  endorsed  as  PAB  may  require.  Any  other  provision  of this Agreement
notwithstanding,  PAB  shall  not be liable to a holder of Bank Common Stock for
any  amounts  paid  or  property  delivered  in  good faith to a public official
pursuant  to  any  applicable  abandoned  property  Law.

     4.2     Rights  of  Former Shareholders.  At the Effective Time, the stock
transfer  books  of  Bank  shall  be  closed  as to holders of Bank Common Stock
immediately prior to the Effective Time, and no transfer of Bank Common Stock by
any  such  holder shall thereafter be made or recognized.  Until surrendered for
exchange  in  accordance  with  the provisions of Section 4.1 of this Agreement,
each  certificate  theretofore  representing  shares of Bank Common Stock (other
than  shares  to be canceled pursuant to Sections 3.3 and 3.4 of this Agreement)
shall  from  and  after  the  Effective Time represent for all purposes only the
right  to  receive  the Per Share Cash Consideration in exchange therefor.  Upon
surrender  of  such  Bank  Common  Stock  certificate,  the  Per  Share  Cash
Consideration  shall  be  delivered  and  paid by PAB with respect to each share
represented  by  such  certificate.


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                                   ARTICLE 5
                     REPRESENTATIONS AND WARRANTIES OF BANK

     Bank  hereby  represents  and  warrants  to PAB and to Interim as follows:

     5.1     Organization, Standing and Power.  Bank is a financial institution
duly  organized,  validly  existing  and  in active status under the laws of the
State  of  Florida.  Bank  has the corporate power and authority to carry on its
business  as  now conducted and to own, lease and operate its Assets.  Bank does
not  own  any  property  or conduct any business outside of the State of Florida
which  would  require  it  to  be  qualified  as  a  foreign  corporation in any
jurisdiction  and  where  the  failure  to  be so qualified will have a Material
Adverse  Effect  on  Bank.

     5.2     Authority;  No  Breach  By  Agreement.

          (a)  Bank  has the corporate power and authority necessary to execute,
deliver  and  perform its obligations under this Agreement and to consummate the
transactions  contemplated  hereby.  The  execution, delivery and performance of
this  Agreement  and  the  consummation of the transactions contemplated herein,
including  the  Merger,  have  been duly and validly authorized by all necessary
corporate action in respect thereof on the part of Bank, subject to the approval
of  this  Agreement  by  the  holders  of at least a majority of the outstanding
shares  of  Bank  Common  Stock, which is the only shareholder vote required for
approval  of  this Agreement and consummation of the Merger by Bank.  Subject to
such requisite shareholder approval and Consents of Regulatory Authorities, this
Agreement  represents a legal, valid and binding obligation of Bank, enforceable
against  Bank  in  accordance  with  its  terms  (except  in  all  cases as such
enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or  similar  Laws  affecting  the  enforcement  of
creditors'  rights  generally  and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of  the  court  before  which  any  proceeding  may  be  brought).

          (b) Except as Previously Disclosed, neither the execution and delivery
of  this  Agreement  by  Bank  nor  the consummation by Bank of the transactions
contemplated  hereby,  nor compliance by Bank with any of the provisions hereof,
will (i) conflict with or result in a breach of any provision of Bank's Articles
of  Incorporation or Bylaws, or (ii) constitute or result in a Default under, or
require  any  Consent pursuant to, or result in the creation of any Lien on Bank
under,  any  Contract  or  Permit  of  Bank,  where such Default or Lien, or any
failure to obtain such Consent, is reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on Bank, or (iii) subject to receipt of
the requisite approvals referred to in Section 9.1(a) and (b) of this Agreement,
violate  any  Law  or  Order  applicable  to  Bank  or  any  of  its  Assets.

          (c)  Other than in connection or compliance with the provisions of the
Securities  Laws,  applicable state corporate and securities Laws and other than
Consents  required  from  Regulatory  Authorities,  and other than notices to or
filings with the IRS or the Pension Benefit Guaranty Corporation with respect to
any  employee  benefit  plans,  or other than Consents, filings or notifications
which,  if not obtained or made, are not reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on Bank no notice to, filing with
or Consent of, any public body or authority is necessary for the consummation by
Bank  of  the  Merger and the other transactions contemplated in this Agreement.

     5.3     Capital  Stock  and  Other  Securities.

          (a)  The authorized capital stock of Bank consists of 1,000,000 shares
of  Bank  Common  Stock. As of the date of this Agreement, there are (i) 405,600
shares of Bank Common Stock issued and outstanding and (ii) 9,000 shares of Bank
Common  Stock  reserved for issuance upon the exercise of issued and outstanding
stock  options  under  the Bank Option Plan. No more than 414,600 shares of Bank
Common  Stock  (assuming  that  the  Bank  Options  are  exercised  prior to the
Effective  Time)  and  no  Bank  Options  will  be issued and outstanding at the
Effective  Time.  All  of  the issued and outstanding shares of capital stock of
Bank  are  duly  and  validly  issued  and  outstanding  and  are fully paid and
nonassessable  under  the FFIC.  None of the outstanding shares of capital stock
of  Bank has been issued in violation of any preemptive rights of the current or
past  shareholders  of  Bank.


<PAGE>
          (b)  Except  as  set  forth  in  Section  5.3(a)  of this Agreement or
provided  pursuant  to  the  Bank  Options as Previously Disclosed, there are no
shares  of  capital  stock or other equity securities of Bank outstanding and no
outstanding  options,  warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  of  any  character  whatsoever relating to, or securities or rights
convertible  into  or  exchangeable  for, shares of the capital stock of Bank or
contracts,  commitments,  understandings or arrangements by which Bank is or may
be bound to issue additional shares of its capital stock or options, warrants or
rights  to  purchase  or  acquire  any  additional  shares of its capital stock.

     5.4     Bank's  Subsidiaries.  Bank  has  no  subsidiaries.

     5.5     Regulatory  Filings;  Financial  Statements.

          (a)  Bank  has  filed and made available to PAB all forms, reports and
documents  required  to be filed by Bank with the Federal Reserve since December
31,  1994  (collectively, the "Bank Federal Reserve Reports").  The Bank Federal
Reserve Reports did not at the time they were filed (or if amended or superseded
by  a  filing  prior  to  the  date  of this Agreement, then on the date of such
filing)  contain  any  untrue  statement  of  a Material fact or omit to state a
Material  fact  required  to  be  stated in such Bank Federal Reserve Reports or
necessary  in order to make the statements in such Bank Federal Reserve Reports,
in light of the circumstances under which they were made, not misleading.  Other
than  the  Federal  Reserve,  Bank is not required to file any forms, reports or
other  documents  with  any  federal regulatory agency.  Bank securities are not
subject to registration under Section 12(b) or 12(g) of the Securities Laws, and
Bank  is  not required to make reports to the Federal Reserve pursuant to 12 CFR
Part  335;

          (b)  Bank  has Previously Disclosed, and delivered to PAB prior to the
execution of this Agreement, copies of all Bank Financial Statements for periods
ended  prior  to  the  date  hereof  and  will deliver to PAB copies of all Bank
Financial Statements prepared subsequent to the date hereof.  The Bank Financial
Statements (as of the dates thereof and for the periods covered thereby) (i) are
or  will  be,  if dated after the date of this Agreement, in accordance with the
books and records of Bank, which are or will be, materially complete and correct
and  which  have  been  or  will  have  been  maintained in accordance with good
business  practices,  and  (ii)  present  or  will  present fairly the financial
position  of  Bank  as  of  the  dates  indicated and the results of operations,
changes  in  shareholders'  equity  and  cash  flows  of  Bank  for  the periods
indicated,  in accordance with GAAP (subject to any exceptions as to consistency
specified therein or as may be indicated in the notes thereto or, in the case of
interim  financial statements, to normal recurring year-end adjustments that are
not  Material).

     5.6     Absence  of Undisclosed Liabilities.  Bank has no Liabilities that
are  reasonably  likely  to  have,  individually or in the aggregate, a Material
Adverse Effect on Bank, except Liabilities which are accrued or reserved against
in the balance sheets of Bank as of December 31, 1999 and June 30, 2000 included
in  the  Bank  Financial Statements or reflected in the notes thereto.  Bank has
not  incurred  or  paid  any  Liability  since  June  30,  2000, except for such
Liabilities  incurred or paid in the ordinary course of business consistent with
past business practice and which are not reasonably likely to have, individually
or  in  the  aggregate,  a  Material  Adverse  Effect  on  Bank.

     5.7     Absence  of  Certain  Changes or Events.  Since June 30, 2000, (i)
there  have  been  no  events,  changes  or  occurrences  which have had, or are
reasonably  likely to have, individually or in the aggregate, a Material Adverse
Effect  on  Bank,  (ii)  Bank  has  not  taken any action, or failed to take any
action,  prior  to the date of this Agreement, which action or failure, if taken
after the date of this Agreement, would represent or result in a Material breach
or  violation of any of the covenants and agreements of Bank provided in Article
7  of  this Agreement, and (iii) Bank has conducted its business in the ordinary
and  usual  course (excluding the incurrence of expenses in connection with this
Agreement  and  the  transactions  contemplated  hereby).

     5.8     Tax  Matters.

          (a)  All Tax returns required to be filed by or on behalf of Bank have
been timely filed or requests for extensions have been timely filed, granted and
have  not  expired  for  periods ended on or before December 31, 1999, and on or
before  the  date  of  the most recent fiscal year end immediately preceding the
Effective  Time,  except  to  the  extent  that all such failures to file, taken
together,  are  not reasonably likely to have a Material Adverse Effect on Bank,
and  all returns filed are complete and accurate in all Material respects to the
Knowledge  of  Bank.  All  Taxes shown on filed returns have been paid as of the
date  of  this  Agreement,  and  there  is no audit, examination, deficiency, or


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refund  Litigation with respect to any Taxes that is reasonably likely to result
in a determination that would have, individually or in the aggregate, a Material
Adverse  Effect  on  Bank,  except  as  reserved  against  in the Bank Financial
Statements  delivered  prior to the date of this Agreement.  All Taxes and other
Liabilities  due with respect to completed and settled examinations or concluded
Litigation  have  been  paid.

          (b)  Bank  has  not  executed an extension or waiver of any statute of
limitations  on the assessment or collection of any Tax due that is currently in
effect,  and  no  unpaid  tax deficiency has been asserted in writing against or
with  respect  to  Bank,  which  deficiency  is  reasonably  likely  to  have,
individually  or  in  the  aggregate,  a  Material  Adverse  Effect  on  Bank.

          (c)  Adequate provision for any Taxes due or to become due by Bank for
the  period  or  periods  through  and including the date of the respective Bank
Financial  Statements  has  been  made  and  is reflected on such Bank Financial
Statements.

          (d)  Deferred  Taxes of Bank have been provided for in accordance with
GAAP.  Effective  January  1,  1993, Bank adopted Financial Accounting Standards
Board  Statement  109,  "Accounting  for  Income  Taxes."

          (e)  Bank  is  in  compliance  with,  and  its  records  contain  all
information and documents (including, without limitation, properly completed IRS
Forms  W-9)  necessary  to comply with, all applicable information reporting and
Tax  withholding  requirements under federal, state and local Tax Laws, and such
records  identify  with  specificity  all accounts subject to backup withholding
under  Section  3406  of the Internal Revenue Code, except for such instances of
noncompliance  and  such  omissions  as  are  not  reasonably  likely  to  have,
individually  or  in  the  aggregate,  a  Material  Adverse  Effect  on  Bank.

          (f)  Bank  has  not  made  any  payments, is not obligated to make any
payments  or is not a party to any contract, agreement or other arrangement that
could  obligate  it to make any payments that would be disallowed as a deduction
under  Section  280G  or  162(m)  of  the  Internal  Revenue  Code.

          (g)  There are no Material Liens with respect to Taxes upon any of the
Assets  of  Bank.

          (h)  There  has  not  been an ownership change, as defined in Internal
Revenue  Code  Section 382(g), of Bank that occurred during or after any Taxable
Period  in  which  Bank  incurred  a net operating loss that carries over to any
Taxable  Period  ending  after  December  31,  1996.

          (i)  Bank  has  not  filed  any  consent  under  Section 341(f) of the
Internal  Revenue  Code  concerning  collapsible  corporations.

          (j)  After  the  date  of  this  Agreement,  no Material election with
respect  to  Taxes  will be made without the prior consent of PAB, which consent
will  not  be  unreasonably  withheld.

          (k)  Bank  does  not  currently  have  and  has  never had a permanent
establishment in any foreign country, as defined in any applicable tax treaty or
convention  between  the  United  States  and  such  foreign  country.

     5.9     Allowance.  The  Allowance  shown  on  the  balance sheets of Bank
included in the most recent Bank Financial Statements dated prior to the date of
this  Agreement  was,  and  the  Allowance  shown  on the balance sheets of Bank
included  in  the  Bank  Financial  Statements  as  of  dates  subsequent to the
execution  of  this Agreement will be, as of the dates thereof, adequate (within
the  meaning  of  GAAP  and applicable regulatory requirements or guidelines) to
provide  for  losses  relating  to  or inherent in the loan and lease portfolios
(including  accrued interest receivables) of Bank and other extensions of credit
(including  letters of credit and commitments to make loans or extend credit) by
Bank  as  of the dates thereof, except where the failure of such Allowance to be
so  adequate is not reasonably likely to have a Material Adverse Effect on Bank.

     5.10     Assets.  Except  as  Previously  Disclosed  or  as  disclosed  or
reserved  against in the Bank Financial Statements, Bank has good and marketable
title, free and clear of all Liens, to all of its Assets.  All Material tangible
properties  used  in the business of Bank are in good condition, reasonable wear
and  tear excepted, and are usable in the ordinary course of business consistent
with  Bank's  past  practices.  All Assets which are Material to Bank's business
held  under  leases  or  subleases  by  Bank,  are  held  under  valid Contracts
enforceable  in accordance with their respective terms (except as enforceability
may  be limited by applicable bankruptcy, insolvency, reorganization, moratorium


<PAGE>
or  other  Laws  affecting  the  enforcement  of creditors' rights Generally and
except  that the availability of the equitable remedy of specific performance or
injunctive  relief  is  subject  to the discretion of the court before which any
proceedings may be brought), and each such Contract is in full force and effect.
Bank  has  Previously Disclosed copies of the policies of fire, theft, liability
and  other  insurance  maintained with respect to the Assets or business of Bank
and  the  fidelity  and  blanket  bonds  in  effect  as to which Bank is a named
insured.  Bank  has not received notice from any insurance carrier that (i) such
insurance  will  be  canceled  or  that  coverage  thereunder will be reduced or
eliminated or (ii) premium costs with respect to such policies of insurance will
be  substantially  increased.  The Assets of Bank include all assets required to
operate  the  business  of  Bank  as  presently  conducted.

     5.11     Environmental  Matters.

          (a)  To  the Knowledge of Bank and except as Previously Disclosed, its
Participation  Facilities  and  Loan  Properties  are,  and  have  been, in full
compliance  with  all  Environmental  Laws,  except for violations which are not
reasonably  likely to have, individually or in the aggregate, a Material Adverse
Effect  on  Bank.

          (b)  There  is  no  Litigation  pending  or, to the Knowledge of Bank,
pending or threatened before any court, governmental agency, board, authority or
other  forum  in  which  Bank  or  any  of its Participation Facilities and Loan
Properties has been or, with respect to threatened Litigation, may be named as a
defendant  or  potentially  responsible  party  (i)  for  alleged  noncompliance
(including  by  any  predecessor) with any Environmental Law or (ii) relating to
the  release  into  the  environment  of  any Hazardous Material, whether or not
occurring at, on, under or involving a site owned, leased or operated by Bank or
any of their respective Participation Facilities and Loan Properties, except for
such  Litigation pending or threatened which is not likely to have, individually
or  in  the  aggregate,  a  Material  Adverse  Effect  on  Bank  or  on  Bank.

          (c)  To  the  Knowledge  of Bank, there is no reasonable basis for any
Litigation  of  a type described in subsection (b), except such as is not likely
to  have,  individually  or in the aggregate, a Material Adverse Effect on Bank.

          (d)  To  the Knowledge of Bank, there have been no releases, spills or
discharges  of  Hazardous  Material  or  other  conditions  involving  Hazardous
Materials  in,  on,  under  or  affecting  any  Participation  Facility  or Loan
Property,  except  such  as  are  not  likely  to  have,  individually or in the
aggregate,  a  Material  Adverse  Effect  on  Bank.

     5.12     Compliance with Laws.  Bank is duly registered as a capital stock
financial  institution under the FFIC.  Bank has in effect all Permits necessary
for  it  to own, lease or operate its Assets and to carry on its business as now
conducted, except for those Permits the absence of which are not likely to have,
individually  or  in the aggregate, a Material Adverse Effect on Bank, and there
has occurred no Default under any such Permit, other than Defaults which are not
reasonably  likely to have, individually or in the aggregate, a Material Adverse
Effect  on  Bank.  Bank:

          (a)  is  not  in  violation of any Laws, Environmental Laws, Orders or
Permits  applicable to its business or employees conducting its business, except
for violations which are not likely to have, individually or in the aggregate, a
Material  Adverse  Effect  on  Bank;  and

          (b)  except as Previously Disclosed, has not received any notification
or  communication  from  any  agency  or  department  of federal, state or local
government  or  any Regulatory Authority or the staff thereof (i) asserting that
Bank  is  not  in  compliance with any of the Laws, Environmental Laws or Orders
which  such  governmental authority or Regulatory Authority enforces, where such
noncompliance  is reasonably likely to have, individually or in the aggregate, a
Material  Adverse  Effect  on  Bank, (ii) threatening to revoke any Permits, the
revocation  of  which  is  reasonably  likely  to  have,  individually or in the
aggregate,  a  Material Adverse Effect on Bank, or (iii) requiring Bank to enter
into  or  consent to the issuance of a cease and desist order, formal agreement,
directive,  commitment  or  memorandum  of  understanding, or to adopt any Board
resolution or similar undertaking, which restricts materially the conduct of its
businesses,  or in any manner relates to its capital adequacy, credit or reserve
policies,  management  or  the  payment  of  dividends.

     5.13     Labor  Relations.  Bank  is  not  the  subject  of any Litigation
asserting  that it has committed an unfair labor practice (within the meaning of
the  National  Labor Relations Act or comparable state law) or seeking to compel
Bank  to  bargain  with  any  labor  organization  as  to wages or conditions of
employment,  nor  is  Bank  a  party  to  or  bound by any collective bargaining


<PAGE>
agreement,  Contract  or  other agreement or understanding with a labor union or
labor  organization,  nor  is  there any strike or other labor dispute involving
either  of  them,  pending  or  threatened,  nor  to its Knowledge, is there any
activity  involving  Bank's employees seeking to certify a collective bargaining
unit  or  engaging  in  any  other  organization  activity.

     5.14     Employee  Benefit  Plans.

          (a)  Bank has Previously Disclosed, and delivered or made available to
PAB  prior  to  the  execution of this Agreement, correct and complete copies in
each  case  of  all  pension, retirement, profit-sharing, deferred compensation,
stock  option, employee stock ownership, severance pay, vacation, bonus or other
incentive  plans,  all  other  written  employee  programs,  arrangements  or
agreements,  all  medical,  vision,  dental  or  other  health  plans,  all life
insurance  plans  and  all other employee benefit plans or fringe benefit plans,
including,  without limitation, "employee benefit plans" as that term is defined
in Section 3(3) of ERISA currently adopted, maintained by, sponsored in whole or
in  part  by, or contributed to by Bank or any Affiliate thereof for the benefit
of  employees, retirees, dependents, spouses, directors, independent contractors
or  other beneficiaries and under which such persons are eligible to participate
(collectively, the "Bank Benefit Plans"). Any of the Bank Benefit Plans which is
an  "employee  welfare benefit plan," as that term is defined in Section 3(1) of
ERISA, or an "employee pension benefit plan," as that term is defined in Section
3(2)  of  ERISA,  is  referred to herein as a "Bank ERISA Plan." Each Bank ERISA
Plan which is also a "defined benefit plan" (as defined in Section 414(j) of the
Internal  Revenue  Code  or  Section  3(35) of ERISA) is referred to herein as a
"Bank  Pension  Plan".  No  Bank  Pension  Plan is or has been a "multi-employer
plan"  within  the meaning of Section 3(37) of ERISA. Bank does not, and may not
ever,  participate  in either a multi-employer plan or a multiple employer plan.

          (b) Bank has delivered or made available to PAB prior to the execution
of  this  Agreement  correct and complete copies of the following documents: (i)
all  trust  agreements or other funding arrangements for such Bank Benefit Plans
(including  insurance  contracts), and all amendments thereto, (ii) with respect
to  any  such  Bank  Benefit  Plans  or  amendments,  all determination letters,
Material  rulings,  Material  opinion  letters,  Material information letters or
Material  advisory  opinions  issued by the IRS, the United States Department of
Labor or the Pension Benefit Guaranty Corporation after December 31, 1994, (iii)
annual  reports or returns, audited or unaudited financial statements, actuarial
valuations  and reports and summary annual reports prepared for any Bank Benefit
Plan with respect to the most recent plan year, and (iv) the most recent summary
plan  descriptions  and  any  Material  modifications  thereto.

          (c) All Bank Benefit Plans are in compliance with the applicable terms
of  ERISA,  the Internal Revenue Code, and any other applicable Laws, the breach
or  violation  of  which  are  reasonably likely to have, individually or in the
aggregate,  a  Material  Adverse  Effect on Bank.  Each Bank ERISA Plan which is
intended  to be qualified under Section 401 (a) of the Internal Revenue Code has
received a favorable determination letter from the IRS, and Bank is not aware of
any  circumstances  which  will  or could reasonably result in revocation of any
such  favorable determination letter or failure of a Bank ERISA Plan intended to
satisfy  Internal  Revenue  Code Section 401 or to satisfy the Tax qualification
provisions  of  the  Internal  Revenue  Code  applicable  thereto.  Bank has not
engaged  in  a  transaction with respect to any Bank Benefit Plan that, assuming
the  Taxable  Period  of  such  transaction expired as of the date hereof, would
subject  Bank to a Material Tax or penalty imposed by either Section 4975 of the
Internal Revenue Code or Section 502(i) of ERISA in amounts which are reasonably
likely  to  have, individually or in the aggregate, a Material Adverse Effect on
Bank.

          (d) No Bank Pension Plan has any "unfunded current liability," as that
term is defined in Section 302(d)(8)(A) of ERISA, based on actuarial assumptions
set  forth  for such plan's most recent actuarial valuation, and the fair market
value  of  the assets of any such plan exceeds the plan's "benefit liabilities,"
as  that  term is defined in Section 4001(a)(16) of ERISA, when determined under
actuarial factors that would apply if the plan terminated in accordance with all
applicable  legal  requirements.  Since  the  date  of the most recent actuarial
valuation,  there  has  been (i) no Material change in the financial position or
funded  status  of  any  Bank  Pension  Plan,  (ii)  no  change in the actuarial
assumptions  with  respect  to  any  Bank Pension Plan, and (iii) no increase in
benefits  under  any Bank Pension Plan as a result of plan amendments or changes
in applicable Law, any of which is reasonably likely to have, individually or in
the  aggregate,  a  Material  Adverse  Effect  on  Bank or materially affect the
funding  status  of  any  such  plan.  Neither  any  Bank  Pension  Plan nor any
"single-employer  plan,"  within  the  meaning of Section 4001 (a)(15) of ERISA,
currently  or  formerly  maintained  by Bank, or the single-employer plan of any
entity which is considered one employer with Bank under Section 4001 of ERISA or
Section 414 of the Internal Revenue Code or Section 302 of ERISA (whether or not
waived)  (an  "ERISA  Affiliate") has an "accumulated funding deficiency" within


<PAGE>
the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA,
which  is reasonably likely to have a Material Adverse Effect on Bank.  Bank has
not provided, and is not required to provide, security to a Bank Pension Plan or
to  any  single-employer  plan  of  an  ERISA  Affiliate pursuant to Section 401
(a)(29)  of  the  Internal Revenue Code.  All premiums required to be paid under
ERISA  Section  4006  have  been  timely  paid by Bank, except to the extent any
failure  to  do  so  would  not  have  a  Material  Adverse  Effect  on  Bank.

          (e)  Within  the  six-year  period  preceding  the  Effective Time, no
Liability  under Subtitle C or D of Title IV of ERISA has been or is expected to
be  incurred  by  Bank  with  respect  to  any  ongoing,  frozen  or  terminated
single-employer  plan  or the single-employer plan of any ERISA Affiliate, which
Liability  is  reasonably  likely  to  have  a  Material Adverse Effect on Bank.
Except  as  Previously Disclosed, Bank has not incurred any withdrawal Liability
with  respect  to  a  multi-employer  plan under Subtitle B of Title IV of ERISA
(regardless  of  whether  based  on  contributions of an ERISA Affiliate), which
Liability  is  reasonably  likely to have a Material Adverse Effect on Bank.  No
notice  of a "reportable event," within the meaning of Section 4043 of ERISA for
which the 30-day reporting requirement has not been waived, has been required to
be filed for any Bank Pension Plan or by any ERISA Affiliate within the 12-month
period  ending  on  the  date  hereof.

          (f)  Except  as  required  under Title 1, Part 6 of ERISA and Internal
Revenue  Code Section 4980 B, Bank has no obligations to provide health and life
benefits  under any of the Bank Benefit Plans to former employees, and there are
no  restrictions  on  the  rights  of  Bank  to amend or terminate any such plan
without incurring any Liability thereunder, which Liability is reasonably likely
to  have  a  Material  Adverse  Effect  on  Bank.

          (g) Except as Previously Disclosed, neither the execution and delivery
of  this  Agreement nor the consummation of the transactions contemplated hereby
will  (i)  result  in  any  payment  (including,  without limitation, severance,
unemployment  compensation,  golden  parachute or otherwise) becoming due to any
officer,  director or any employee of Bank from Bank under any Bank Benefit Plan
or  otherwise,  (ii)  increase  any  benefits  otherwise  payable under any Bank
Benefit  Plan,  or  (iii)  result  in any acceleration of the time of payment or
vesting  of  any  such  benefit.

          (h)  The actuarial present values of all accrued deferred compensation
entitlements  (including,  without  limitation, entitlements under any executive
compensation, supplemental retirement, or employment agreement) of employees and
former  employees of Bank and its beneficiaries, other than entitlements accrued
pursuant  to funded retirement plans subject to the provisions of Section 412 of
the  Internal Revenue Code or Section 302 of ERISA, have been fully reflected on
the  Bank  Financial Statements to the extent required by and in accordance with
GAAP.

     5.15     Material  Contracts.  Except as Previously Disclosed or otherwise
reflected  in the Bank Financial Statements, neither Bank nor any of its Assets,
businesses or operations, is a party to, or is bound or affected by, or receives
benefits  under,  (i)  any  employment,  severance,  termination,  consulting or
retirement  Contract  providing  for  aggregate  payments  to  any Person in any
calendar  year in excess of $50,000, (ii) any Contract relating to the borrowing
of  money  by  Bank  or the guarantee by Bank of any such obligation (other than
Contracts  evidencing  deposit  liabilities,  purchases  of  federal  funds,
fully-secured  repurchase  agreements,  trade payables and Contracts relating to
borrowings or guarantees made in the ordinary course of business), and (iii) any
other  Material  Contract  or amendment thereto as of the date of this Agreement
(together  with  all  Contracts referred to in Sections 5.10 and 5.14(a) of this
Agreement,  the  "Bank Contracts").  With respect to each Bank Contract, (i) the
Contract  is  in  full force and effect, (ii) Bank is not in Default thereunder,
other  than Defaults which are not reasonably likely to have, individually or in
the  aggregate, a Material Adverse Effect on Bank, (iii) Bank has not repudiated
or  waived  any material provision of any such Contract, and (iv) no other party
to  any  such  Contract is, to the knowledge of Bank, in Default in any respect,
other  than Defaults which are not reasonably likely to have, individually or in
the  aggregate,  a  Material Adverse Effect on Bank, or has repudiated or waived
any  Material  provision thereunder.  Except as Previously Disclosed, all of the
indebtedness  of  Bank  for  money borrowed is prepayable at any time by Bank or
Bank  without  penalty  or  premium.

     5.16     Legal  Proceedings.  There  is  no Litigation pending, or, to the
Knowledge  of  Bank,  threatened  against  Bank,  or  against any of its Assets,
employee  benefit  plans, interests or rights that is reasonably likely to have,
individually  or  in  the  aggregate, a Material Adverse Effect on Bank, nor are
there  any  Orders of any Regulatory Authorities, other governmental authorities
or  arbitrators  outstanding  against  Bank, that are reasonably likely to have,
individually  or  in  the  aggregate,  a  Material  Adverse  Effect  on  Bank.


<PAGE>
     5.17     Reports.  Bank  has  timely  filed  all  reports  and statements,
together with any amendments required to be made with respect thereto, that they
were  required  to  file  with  Regulatory  Authorities and any applicable state
securities  or  banking  authorities,  except  failures  to  file  which are not
reasonably  likely to have, individually or in the aggregate, a Material Adverse
Effect  on  Bank.  As  of  their  respective  dates,  each  of  such reports and
documents,  including  the financial statements, exhibits and schedules thereto,
complied  in  all  material  respects  with  all  applicable  Laws.  As of their
respective  dates,  each  such  report  and  document did not contain any untrue
statement  of  a  Material  fact or omit to state a Material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

     5.18     Statements  True  and  Correct.  No  statement,  certificate,
instrument  or  other  writing  furnished  or  to  be  furnished  by Bank or any
Affiliate  thereof  to  PAB  pursuant  to  this Agreement or any other document,
agreement  or  instrument referred to herein contains or will contain any untrue
statement  of  Material  fact or will omit to state a Material fact necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading.  None  of  the information supplied or to be supplied by
Bank  or any Affiliate thereof for inclusion in the Proxy Statement to be mailed
to  Bank's  shareholders  in  connection  with  the  Bank Meeting, and any other
documents  to be filed by Bank or any Affiliate thereof with the Federal Reserve
or  any  other  Regulatory  Authority  in  connection  with  the  transactions
contemplated  hereby, will, at the respective time such documents are filed, and
with  respect  to  the Proxy Statement, when first mailed to the shareholders of
Bank, be false or misleading with respect to any Material fact, or omit to state
any  Material  fact  necessary  to  make the statements therein, in light of the
circumstances under which they were made, not misleading, or, in the case of the
Proxy  Statement  or any amendment thereof or supplement thereto, at the time of
the  Bank  Meeting  be false or misleading with respect to any Material fact, or
omit  to  state  any  Material  fact  necessary  to correct any statement in any
earlier communication with respect to the solicitation of any proxy for the Bank
Meeting.  All  documents  that  Bank or any Affiliate thereof is responsible for
filing  with  any  Regulatory  Authority  in  connection  with  the transactions
contemplated  hereby  will  comply  as to form in all Material respects with the
provisions  of  applicable  Law.

     5.19     Accounting,  Tax  and  Regulatory  Matters.  Neither Bank nor any
Affiliate  thereof  has  taken  any  action  or has any Knowledge of any fact or
circumstance  that is reasonably likely to materially impede or delay receipt of
any  Consents  of  Regulatory  Authorities referred to in Section 9.1(b) of this
Agreement  or result in the imposition of a condition or restriction of the type
referred  to  in the second sentence of such Section.  To the Knowledge of Bank,
there exists no fact, circumstance or reason why the requisite Consents referred
to  in  Section  9.1(b)  of this Agreement cannot be received in a timely manner
without  the imposition of any condition or restriction of the type described in
the second sentence of such Section 9.1(b) other than with respect to anti-trust
or  competitive  effects  issues.

     5.20     State  Takeover  Laws.  Bank  has  taken  all necessary action to
exempt  the  transactions  contemplated  by  this  Agreement from any applicable
"moratorium,"  "control  share,"  "fair  price," "business combination" or other
state  takeover  Law.

     5.21     Articles of Incorporation Provisions.  Bank has taken all actions
so  that  the entering into of this Agreement and the consummation of the Merger
contemplated hereby do not and will not result in the grant of any rights to any
Person  under  the  Articles  of  Incorporation,  Bylaws  or  other  governing
instruments of Bank (other than voting, dissenters' rights of appraisal or other
similar  rights)  or  restrict  or  impair  the  ability  of  PAB  or any of its
Subsidiaries  to vote, or otherwise to exercise the rights of a shareholder with
respect  to,  shares  of Bank Common Stock that may be acquired or controlled by
it.

     5.22     Derivatives.  All  interest  rate  swaps,  caps,  floors,  option
agreements,  futures  and  forward  contracts  and other similar risk management
arrangements, whether entered into for Bank's own account, or for the account of
its  customers,  were  entered  into  (i)  in  accordance  with prudent business
practices  and  all applicable Laws, and (ii) with counterparties believed to be
financially  responsible.

                                   ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF PAB

     PAB  hereby  represents  and  warrants  to  Bank  as  follows:

     6.1     Organization,  Standing  and  Power.  PAB  is  a  corporation duly
organized,  validly existing and in good standing under the Laws of the State of
Georgia and is duly registered as a bank holding company under the BHC Act.  PAB


<PAGE>
has  the corporate power and authority to carry on its business as now conducted
and  to own, lease and operate its Assets.  PAB is duly qualified or licensed to
transact business as a foreign corporation in good standing in the states of the
United States and foreign jurisdictions where the character of its Assets or the
nature  or  conduct  of its business requires it to be so qualified or licensed,
except  for  such  jurisdictions  in  which  the  failure  to be so qualified or
licensed  is  not reasonably likely to have, individually or in the aggregate, a
Material  Adverse  Effect  on  PAB.

     6.2     Authority,  No  Breach  By  Agreement.

          (a)  PAB  has  the corporate power and authority necessary to execute,
deliver  and  perform its obligations under this Agreement and to consummate the
transactions  contemplated  hereby.  The  execution, delivery and performance of
this  Agreement  and  the  consummation of the transactions contemplated herein,
including  the  Merger,  have  been duly and validly authorized by all necessary
corporate action in respect thereof on the part of PAB.  Subject to the Consents
of Regulatory Authorities, this Agreement represents a legal, valid, and binding
obligation  of PAB, enforceable against PAB in accordance with its terms (except
in  all  cases  as  such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting the enforcement
of creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of  the  court  before  which  any  proceeding  may  be  brought).

          (b)  Neither  the execution and delivery of this Agreement by PAB, nor
the  consummation by PAB of the transactions contemplated hereby, nor compliance
by  PAB with any of the provisions hereof, will (i) conflict with or result in a
breach  of  any  provision of PAB's Articles of Incorporation or Bylaws, or (ii)
constitute  or result in a Default under, or require any Consent pursuant to, or
result  in the creation of any Lien on any Asset of any PAB Companies under, any
Contract  or  Permit  of  any  PAB Companies, where such Default or Lien, or any
failure to obtain such Consent, is reasonably likely to have, individually or in
the  aggregate, a Material Adverse Effect on PAB, or (iii) subject to receipt of
the requisite approvals referred to in Section 9.1(b) of this Agreement, violate
any  Law  or  Order  applicable  to any PAB Companies or any of their respective
Assets.

          (c)  No  notice  to,  filing  with  or  Consent  of any public body or
authority  is  necessary for the consummation by PAB of the Merger and the other
transactions  contemplated  in  this  Agreement  other than (i) in connection or
compliance  with  the  provisions  of  the  Securities  Laws,  applicable  state
corporate and securities Laws and rules of the NASD, (ii) Consents required from
Regulatory  Authorities, (iii) notices to or filings with the IRS or the Pension
Benefit  Guaranty  Corporation  with  respect to any employee benefit plans, and
(iv)  Consents, filings or notifications which, if not obtained or made, are not
reasonably  likely to have, individually or in the aggregate, a Material Adverse
Effect  on  PAB.

     6.3     Compliance  with  Laws.  PAB  is duly registered as a bank holding
company  under  the BHC Act. Each of the PAB Companies has in effect all permits
necessary  to  own, lease or operate their Assets and to carry on their business
as  now  conducted,  except  for  those  Permits  the  absence  of which are not
reasonably  likely to have, individually or in the aggregate, a Material Adverse
Effect  on  PAB,  and there has occurred no Default under any such Permit, other
than  Defaults  which  are not reasonably likely to have, individually or in the
aggregate,  a  Material  Adverse  Effect  on  PAB.

     6.4     Statements  True  and  Correct.  No  statement,  certificate,
instrument or other writing furnished or to be furnished by any PAB Companies or
any  Affiliate thereof to Bank pursuant to this Agreement or any other document,
agreement  or  instrument referred to herein contains or will contain any untrue
statement  of  Material  fact or will omit to state a Material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  None of the information supplied or to be supplied by any
PAB  Companies  or any Affiliate thereof for inclusion in the Proxy Statement to
be  mailed  to  Bank  shareholders  in connection with the Bank Meeting, and any
other  documents  to be filed by any PAB Companies or any Affiliate thereof with
the  FDIC  or any other Regulatory Authority in connection with the transactions
contemplated  hereby, will, at the respective time such documents are filed, and
with  respect  to  the Proxy Statement, when first mailed to the shareholders of
Bank, be false or misleading with respect to any Material fact, or omit to state
any  Material  fact  necessary  to  make the statements therein, in light of the
circumstances under which they were made, not misleading, or, in the case of the
Proxy  Statement  or any amendment thereof or supplement thereto, at the time of
the  Bank  Meeting, be false or misleading with respect to any Material fact, or
omit  to  state  any  Material  fact  necessary  to correct any statement in any
earlier communication with respect to the solicitation of any proxy for the Bank
Meeting.  All  documents  that  any  PAB  Companies  or any Affiliate thereof is
responsible  for  filing  with  any  Regulatory Authority in connection with the
transactions contemplated hereby will comply as to form in all Material respects
with  the  provisions  of  applicable  Law.


<PAGE>
     6.5     Legal  Proceedings.  There  is  no  Litigation pending, or, to the
Knowledge of PAB threatened, against PAB or its Subsidiaries which, if adversely
determined  would  materially  adversely affect the ability of PAB to consummate
the  transactions contemplated hereby nor are there any Orders of any Regulatory
Authorities,  other governmental authorities, or arbitrators outstanding against
PAB  or  any  of  its  Subsidiaries  that  would  have,  individually  or in the
aggregate,  a  Material  Adverse  Effect  on  PAB.

     6.6     Financing.  PAB will have at the Effective Time funds in an amount
sufficient  to  enable  it  to  carry  out its obligations under this Agreement.

          Regulatory  Matters.  Except  as  specifically  contemplated  by this
Agreement,  neither  PAB  nor  any  of its Subsidiaries has taken any action, or
agreed  to  take  any  action,  or has any Knowledge of any fact or circumstance
regarding PAB that is reasonably likely to materially impede or delay receipt of
any  Consents  of  Regulatory  Authorities referred to in Section 9.1(b) of this
Agreement.  To  the  Knowledge  of  PAB,  there exists no fact, circumstance, or
reason regarding PAB why the requisite Consents referred to in Section 9.1(b) of
this  Agreement  cannot be received in a timely manner without the imposition of
any  condition  described  in  the  second  sentence  of  such  Section  9.1(b).

                                   ARTICLE 7
                    CONDUCT OF BUSINESS PENDING CONSUMMATION

     7.1     Affirmative  Covenants  of  Bank.  From the date of this Agreement
until  the  earlier  of  the Effective Time or the termination of this Agreement
unless  the prior written consent of PAB shall have been obtained, and except as
otherwise  contemplated  herein, Bank agrees: (i) to operate its business in the
usual,  regular  and  ordinary  course;  (ii)  to  preserve  intact its business
organizations  and  Assets  and maintain its rights and franchises; (iii) to use
its reasonable efforts to cause its representations and warranties to be correct
at  all  times;  and (iv) to take no action which would (a) adversely affect the
ability  of  any  Party  to  obtain  any  Consents required for the transactions
contemplated hereby without imposition of a condition or restriction of the type
referred  to  in  the  last  sentence of Section 9.1(b) of this Agreement or (b)
adversely  affect in any Material respect the ability of either Party to perform
its  covenants  and  agreements  under  this  Agreement.

     7.2     Negative Covenants of Bank.  From the date of this Agreement until
the  earlier  of  the  Effective Time or the termination of this Agreement, Bank
covenants  and  agrees  that it will not do or agree or commit to do, any of the
following  without  the  prior written consent of the Chief Executive Officer of
PAB:

          (a)  amend  the  Articles  of Incorporation, Bylaws or other governing
instruments  of  Bank;  or

          (b)  incur  any  additional  debt  obligation  or other obligation for
borrowed  money  in  excess  of  an  aggregate of $50,000 except in the ordinary
course  of  the  business  of  Bank  consistent with past practices (which shall
include  creation  of  deposit liabilities, purchases of federal funds and entry
into  repurchase  agreements  fully  secured  by  U.S.  government  or  agency
securities),  or impose, or suffer the imposition, on any share of stock of Bank
held  by  Bank  of  any  Lien  or  permit  any  such  Lien  to  exist;  or

          (c)  repurchase,  redeem  or otherwise acquire or exchange (other than
exchanges  in  the  ordinary  course  under employee benefit plans), directly or
indirectly,  any  shares,  or any securities convertible into any shares, of the
capital  stock  of  Bank,  or  declare  or  pay  any  dividend or make any other
distribution  in  respect  of  Bank  capital  stock;  or

          (d)  except  for  this  Agreement,  or  as Previously Disclosed, or in
connection  with  the  exercise  of  any  Bank  Options,  issue or sell, pledge,
encumber,  authorize  the  issuance  of, enter into any Contract to issue, sell,
pledge,  encumber  or  authorize  the issuance of, or otherwise permit to become
outstanding,  any  additional  shares  of  Bank  Common  Stock,  or  any  stock
appreciation  rights,  or  any  option,  warrant,  conversion  or other right to
acquire  any  such  stock;  or

          (e)  adjust, split, combine or reclassify any capital stock of Bank or
issue  or  authorize  the  issuance  of any other securities in respect of or in
substitution  for  shares  of Bank's Stock or sell, lease, mortgage or otherwise
dispose  of  or  otherwise  encumber  any Asset having a book value in excess of
$25,000  other  than  in  the  ordinary  course  of  business for reasonable and
adequate  consideration;  or


<PAGE>
          (f)  acquire  direct or indirect control over any real property, other
than  in connection with (i) foreclosures in the ordinary course of business, or
(ii)  acquisitions  of  control  by  Bank  in  its  fiduciary  capacity;  or

          (g)  except  for  purchases  of  U.S.  Treasury  securities  or  U.S.
Government agency securities, which in either case have maturities of five years
or  less,  purchase  of  investment grade bonds issued by municipalities located
within  the State of Florida with a maturity of five years or less, purchase any
securities  or  make  any  Material  investment,  either by purchase of stock or
securities, contributions to capital, Asset transfers or purchase of any Assets,
in  any  Person other than Bank, or otherwise acquire direct or indirect control
over  any Person, other than in connection with (i) foreclosures in the ordinary
course  of  business,  (ii)  acquisitions of control by a depository institution
Subsidiary  in  its fiduciary capacity, or (iii) except as Previously Disclosed,
the  creation of new, wholly-owned Subsidiaries organized to conduct or continue
activities  otherwise  permitted  by  this  Agreement;  or

          (h) grant any increase in compensation or benefits to the employees or
officers  of Bank (including such discretionary increases as may be contemplated
by existing employment agreements) exceeding 5% individually or in the aggregate
on an annual basis, except in accordance with past practice Previously Disclosed
or  as  required  by  Law, pay any bonus except in accordance with past practice
Previously Disclosed or the provisions of any applicable program or plan adopted
by  its  Board  of  Directors prior to the date of this Agreement, enter into or
amend any severance agreements with officers of Bank, grant any increase in fees
or other increases in compensation or other benefits to directors of Bank except
in  accordance  with  past  practice  Previously  Disclosed;  or

          (i)  enter  into or amend any employment Contract between Bank and any
Person  (unless  such  amendment is required by Law) that Bank does not have the
unconditional  right  to  terminate  without Liability (other than Liability for
services  already  rendered),  at  any  time  on or after the Effective Time; or

          (j)  adopt  any new employee benefit plan of Bank or make any Material
change  in or to any existing employee benefit plans of Bank other than any such
change  that is required by Law or that, in the opinion of counsel, is necessary
or  advisable  to  maintain  the  tax  qualified  status  of  any  such plan; or

          (k)  make  any  significant change in any Tax or accounting methods or
systems of internal accounting controls, except as may be appropriate to conform
to  changes  in  regulatory  accounting  requirements  or  GAAP;  or

          (l)  commence  any  Litigation  other  than  in  accordance  with past
practice,  settle  any  Litigation  involving  any  Liability  of Bank for money
damages  in  excess  of  $25,000 or Material restrictions upon the operations of
Bank;  or

          (m)  except  in  the  ordinary  course  of  business, modify, amend or
terminate  any  Material  Contract  or  waive, release, compromise or assign any
Material  rights  or  claims.

     7.3     Covenants  of  PAB.  From  the  date  of  this Agreement until the
earlier  of  the Effective Time or the termination of this Agreement, unless the
prior written consent of Bank shall have been obtained, PAB covenants and agrees
that  it  shall  (i) use its reasonable efforts to cause its representations and
warranties  to  be correct at all times, and (ii) take no action which would (a)
adversely  affect  the  ability of any Party to obtain any Consents required for
the  transaction  contemplated  hereby  without  imposition  of  a  condition or
restriction  of  the  type referred to in the last sentence of Section 9.1(b) of
this  Agreement,  or (b) adversely affect in any Material respect the ability of
either  Party  to  perform  its  covenants  and agreements under this Agreement.

     7.4     Adverse  Changes  in Condition.  Each Party agrees to give written
notice  promptly  to  the  other  Party upon becoming aware of the occurrence or
impending  occurrence  of any event or circumstance relating to it or any of its
Subsidiaries  which  (i)  is  reasonably  likely to have, individually or in the
aggregate,  a  Material  Adverse  Effect  on it, or (ii) is reasonably likely to
cause  or constitute a Material breach of any of its representations, warranties
or  covenants  contained  herein and to use its reasonable efforts to prevent or
promptly  to  remedy  the  same.


<PAGE>
     7.5     Reports.  Each  Party  and its Subsidiaries shall file all reports
required  to be filed by it with Regulatory Authorities between the date of this
Agreement  and the Effective Time and shall deliver to the other Party copies of
all such reports promptly after the same are filed.  If financial statements are
contained  in  any  such reports filed with the Federal Reserve or the SEC, such
financial  statements will fairly present the consolidated financial position of
the entity filing such statements as of the dates indicated and the consolidated
results  of  operations,  changes in shareholders' equity and cash flows for the
periods  then  ended  in  accordance  with  GAAP (subject in the case of interim
financial  statements  to  normal  recurring  year-end  adjustments that are not
Material).  As  of  their  respective dates, such reports filed with the Federal
Reserve or the SEC will comply in all Material respects with the Securities Laws
and  will not contain any untrue statement of a Material fact or omit to state a
Material  fact  required  to be stated therein or necessary in order to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.  Any  financial  statements  contained  in any other reports to
another  Regulatory  Authority  shall  be  prepared  in  accordance  with  Laws
applicable  to  such  reports.

                                   ARTICLE 8
                             ADDITIONAL AGREEMENTS

     8.1     Shareholder  Approval.  Bank  shall  take,  in  accordance  with
applicable  law  and  its  Articles  of  Incorporation  and  Bylaws,  all action
necessary  to convene the Bank Meeting to consider and vote upon the approval of
this  Agreement  and  any  other  matters  required  to  be  approved  by  Bank
shareholders  for  consummation  of  the  Merger (including any adjournment), as
promptly  as  practicable.  The  Board  of  Directors  of Bank shall (subject to
compliance  with  its  fiduciary  duties  as  advised by counsel) recommend such
approval,  and  Bank  (subject  to  the  direction  of  the Bank Board acting in
compliance  with  its  fiduciary  duties  as  advised by counsel) shall take all
reasonable  lawful  action  to  solicit  such  approval  by  its  shareholders.

     8.2     Proxy  Statement.

          (a)  Each  of PAB and Bank agrees to cooperate in the preparation of a
Proxy  Statement  as promptly as practicable, but in no event later than 60 days
after  the  date  of this Agreement.  Bank agrees to furnish PAB all information
concerning  Bank  and  its  officers,  directors  and  shareholders  as  may  be
reasonably  requested  in  connection  with  the  foregoing.

          (b)  Each  of  Bank and PAB agrees, as to itself and its Subsidiaries,
that  none  of the information supplied or to be supplied by it for inclusion or
incorporation  by  reference  in  the  Proxy  Statement  and  any  amendment  or
supplement  thereto will, at the date of mailing to Bank shareholders and at the
time  of  the  Bank  Meeting, contain any untrue statement of a Material fact or
omit  to  state  any Material fact required to be stated therein or necessary to
make the statements therein not misleading with respect to any Material fact, or
which  will  omit  to  state  any  Material  fact necessary in order to make the
statements therein not false or misleading or necessary to correct any statement
in  any  earlier statement in the Proxy Statement or any amendment or supplement
thereto.  Each  of  Bank  and  PAB  further agrees that if it shall become aware
prior  to  the  Effective  Date  of  any information that would cause any of the
statements  in the Proxy Statement to be false or misleading with respect to any
Material  fact,  or  to  omit  to  state any Material fact necessary to make the
statements  therein  not false or misleading, to promptly inform the other Party
thereof  and  to  take  the  necessary  steps  to  correct  the Proxy Statement.

          (c)  Nothing  in this Section 8.2 or elsewhere in this Agreement shall
prohibit  accurate  disclosure  by  Bank  of  information that is required to be
disclosed  in  the Proxy Statement or in any other document required to be filed
with  Regulatory  Authorities.

     8.3     Applications.  PAB  shall promptly prepare and file and Bank shall
cooperate  in  the  preparation  and, where appropriate, filing of, applications
with  all  Regulatory  Authorities  having  jurisdiction  over  the transactions
contemplated  by  this  Agreement  seeking  the  requisite Consents necessary to
consummate  the  transactions  contemplated by this Agreement.  PAB shall permit
Bank  to  review (and approve with respect to information relating to Bank) such
applications  prior  to filing same.  PAB shall promptly deliver to the Bank two
copies  of  all  filings  with all Regulatory Authorities in connection with the
transactions  contemplated by this Agreement, and also shall promptly deliver to
the  Bank  copies  of  all  correspondence  forwarded  to  and received from the
Regulatory  Authorities  in  connection  with  such filings and the transactions
contemplated  by  this  Agreement.

     8.4     Filings  with  State  Office.  Upon  the  terms  and subject to the
conditions  of  this  Agreement,  PAB  and  Interim  shall  execute and file the
Application  or Notification to Merge with the Florida Department of Banking and
Finance  with  the Secretary of State of the State of Florida in connection with
the  Closing.


<PAGE>
     8.5     Agreement  as  to Efforts to Consummate. Subject to  the  terms and
conditions of this Agreement, each Party agrees to use its reasonable efforts to
take  all  actions,  and  to  do all things necessary, proper or advisable under
applicable  Laws, as promptly as practicable so as to permit consummation of the
Merger at the earliest possible date and to otherwise enable consummation of the
transactions  contemplated hereby and shall cooperate fully with the other Party
hereto  to that end (it being understood that any resolicitation of proxies as a
consequence  of an acquisition agreement by PAB or any of its Subsidiaries shall
not  violate this covenant), including, without limitation, using its reasonable
efforts  to  lift  or  rescind  any  Order  adversely  affecting  its ability to
consummate the transactions contemplated herein and to cause to be satisfied the
conditions  referred  to  in Article 9 of this Agreement; provided, that nothing
herein  shall  preclude  either  Party  from  exercising  its  rights under this
Agreement.  Each  Party  shall  use, and shall cause each of its Subsidiaries to
use,  its  reasonable  efforts to obtain all Consents necessary or desirable for
the  consummation  of  the  transactions  contemplated  by  this  Agreement.

     8.6     Investigation  and  Confidentiality.

          (a)  Prior to the Effective Time, each Party will keep the other Party
advised  of  all  Material  developments  relevant  to  its  business  and  to
consummation  of the Merger and shall permit the other Party to make or cause to
be  made  such  investigation  of  the  business  and  properties  of it and its
Subsidiaries and of their respective financial and legal conditions as the other
Party  reasonably requests, provided that such investigation shall be reasonably
related  to  the  transaction  contemplated  hereby  and  shall  not  interfere
unnecessarily  with  normal operations. No investigation by a Party shall affect
the  representations  and  warranties  of  the  other  Party.

          (b)  Each  Party  shall,  and  shall cause its advisers and agents to,
maintain  the confidentiality of all confidential information furnished to it by
any  other Party concerning its and its Subsidiaries' businesses, operations and
financial  condition  except  in furtherance of the transactions contemplated by
this Agreement. In the event that a Party is required by applicable Law or valid
court  process  to  disclose  any such confidential information, then such Party
shall provide the other Party with prompt written notice of any such requirement
so  that the other Party may seek a protective order or other appropriate remedy
and/or waive compliance with this Section 8.6. If in the absence of a protective
order  or other remedy or the receipt of a waiver by the other Party, a Party is
nonetheless,  in  the  written opinion of counsel, legally compelled to disclose
any  such  confidential  information  to  any  tribunal or else stand liable for
contempt  or  suffer  other  censure  or penalty, a Party may, without liability
hereunder,  disclose  to  such  tribunal  only  that portion of the confidential
information  which  such  counsel  advises  such Party is legally required to be
disclosed;  provided that such disclosing Party use its best efforts to preserve
the  confidentiality  of  such  confidential  information,  including  without
limitation,  by  cooperating  with  the  other  Party  to  obtain an appropriate
protective order or other reliable assurance that confidential treatment will be
accorded  such  confidential  information by such tribunal. If this Agreement is
terminated  prior  to  the  Effective Time, each Party shall promptly return all
documents  and  copies  thereof  and  all  work  papers  containing confidential
information  received  from  the  other  Party.

          (c)  Each  Party  agrees  to  give  the  other Party notice as soon as
practicable  after any determination by it of any fact or occurrence relating to
the  other Party which it has discovered through the course of its investigation
and  which  represents,  or is reasonably likely to represent, either a Material
breach of any representation, warranty, covenant or agreement of the other Party
or  which  has  had or is reasonably likely to have a Material Adverse Effect on
the  other  Party.

          (d)  Neither  Party  nor any of their respective Subsidiaries shall be
required  to  provide  access to or to disclose information where such access or
disclosure  would  violate  or prejudice the rights of its customers, jeopardize
the  attorney-client  or  similar  privilege with respect to such information or
contravene any Law, rule, regulation, Order, judgment, decree, fiduciary duty or
agreement entered into prior to the date of this Agreement. The Parties will use
their reasonable efforts to make appropriate substitute disclosure arrangements,
to  the  extent  practicable,  in circumstances in which the restrictions of the
preceding  sentence  apply.

     8.7     Press  Releases.  Prior  to the Effective Time, Bank and PAB shall
consult  with  each  other  as to the form and substance of any press release or
other  public  disclosure  materially  related  to  this  Agreement or any other
transaction contemplated hereby; provided, however, that nothing in this Section
8.7  shall  be deemed to prohibit any Party from making any disclosure which its
counsel deems necessary or advisable in order to satisfy such Party's disclosure
obligations  imposed  by  Law.


<PAGE>
     8.8     Certain  Actions.  Except  with  respect  to this Agreement and the
transactions contemplated hereby, neither Bank nor any Affiliate thereof nor any
investment  banker,  attorney, accountant or other representative (collectively,
the  "Representatives") retained by Bank shall directly or indirectly solicit or
engage  in  negotiations  concerning  any Acquisition Proposal by any Person, or
provide  any  confidential information or assistance to, or have any discussions
with,  any  Person with respect to an Acquisition Proposal. Except to the extent
necessary  to  comply  with  the  fiduciary duties of Bank Board of Directors as
determined  by the Bank Board of Directors after consulting with and considering
the  advice of counsel, neither Bank nor any Affiliate or Representative thereof
shall  furnish  any  non-public  information that it is not legally obligated to
furnish,  negotiate with respect to, or enter into any Contract with respect to,
any  Acquisition  Proposal,  but  Bank may communicate information about such an
Acquisition  Proposal  to  its  shareholders  if  and  to  the extent that it is
required  to  do  so in order to comply with its legal obligations as advised by
counsel;  provided  that  Bank  shall  promptly advise PAB orally and in writing
following  the  receipt  of  any  Acquisition  Proposal and the Material details
thereof.  Bank  shall  (i)  immediately  cease  and  cause  to be terminated any
existing  activities,  discussions  or  negotiations  with any Persons conducted
heretofore  with  respect  to  any  of the foregoing and (ii) direct and use its
reasonable  efforts  to cause all of its Representatives not to engage in any of
the  foregoing.

     8.9     State  Takeover  Laws.  Bank  shall  take all  reasonable  steps to
exempt the transactions contemplated by this Agreement from any applicable state
takeover  Law.

     8.10    Articles of Incorporation Provisions. Bank shall take all necessary
action  to  ensure that the entering into of this Agreement and the consummation
of  the  Merger  does  not and will not result in the grant of any rights to any
Person  under  the  Articles  of  Incorporation,  Bylaws  or  other  governing
instruments of Bank (other than voting, dissenters' rights of appraisal or other
similar  rights)  or  restrict  or  impair  the  ability  of  PAB  or any of its
Subsidiaries  to vote, or otherwise to exercise the rights of a shareholder with
respect  to,  shares  of  Bank  that  may  be  acquired  or  controlled  by  it.

     8.11     Employee Benefits and Contracts. Following the Effective Time, PAB
shall  provide  generally to officers and employees of Bank, who at or after the
Effective  Time  become  employees  of  a  PAB  Company, employee benefits under
employee  benefit  plans  (other  than stock option or other plans involving the
potential issuance of PAB Common Stock except as set forth in this Section 8.11)
on terms and conditions which when taken as a whole are substantially similar to
those  currently  provided  by  the  PAB  Companies  to their similarly situated
officers  and  employees;  provided,  that,  for a period of 12 months after the
Effective  Time,  PAB  shall provide generally to officers and employees of Bank
severance  benefits  in  accordance  with  the  policies  of  either (i) Bank as
Previously  Disclosed  pursuant  to this Section 8.11, or (ii) PAB, whichever of
(i)  or  (ii)  will  provide the greater benefit to the officer or employee. PAB
shall  waive  any  waiting period and pre-existing condition exclusion under any
employee  health  plan  for  which  any employees and/or officers and dependents
covered  by  Bank Benefit Plans as of Closing shall become eligible by virtue of
the  preceding  sentence,  to  the  extent  (i)  such pre-existing condition was
covered  under  the  Bank  Benefit Plans and (ii) the individual affected by the
pre-existing  condition  was  covered by the Bank Entity's corresponding plan on
the  date  which  immediately  precedes  the  Effective  Time.  For  purposes of
participation,  vesting and benefit accrual under all benefit plans, the service
of the employees of Bank prior to the Effective Time shall be treated as service
with  the  PAB Companies participating in all benefit plans. In addition, if the
Effective  Time falls within an annual period of coverage under any group health
plan  of the PAB Companies, each Bank employee shall be given credit for covered
expenses  paid  by  that employee under comparable Bank Benefit Plans during the
applicable  coverage  period  through the Effective Time towards satisfaction of
any  annual deductible limitation and out-of-pocket maximum that may apply under
such  group  health  plan  of  the  PAB  Companies. PAB will provide a severance
payment  to  each  Bank employee whose employment with Bank is terminated by PAB
within  six  months  after  the  Effective  Time (unless such termination is for
cause)  in  an amount equal to the greater of (i) one month's salary then earned
by employee, less applicable withholdings, or (ii) the product of each fall year
employee  was employed by Bank multiplied times two weeks' salary then earned by
employee,  less  applicable  withholdings.

     8.12    D&O Coverage. At the Effective Time, PAB will provide directors and
officers  insurance  coverage for Bank's directors and officers either, at PAB's
election,  (i)  by  purchasing continuation coverage under Bank's current policy
for  directors  and  officers  for  a period not less than three years after the
Effective  Time,  or  (ii)  obtain  coverage  under PAB's current directors' and
officers'  policy  to  provide  coverage  for Bank's directors and officers on a
prior  acts  basis for a period not less than three years prior to the Effective
Time.


<PAGE>
                                   ARTICLE 9
               CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

     9.1     Conditions  to  Obligations  of  Each  Party.  The  respective
obligations of each Party to perform this Agreement and to consummate the Merger
are  subject  to  the satisfaction of the following conditions, unless waived by
both  Parties  pursuant  to  Section  11.6  of  this  Agreement:

          (a) Shareholder Approval. The shareholders of Bank shall have approved
              --------------------
this  Agreement and the consummation of the Merger as and to the extent required
by  Law  and  by  the  provisions of any of its governing instruments and by the
rules  of  any  Regulatory  Authority.

          (b)  Regulatory  Approvals. All Consents of, filings and registrations
               ---------------------
with, and notifications to, all Regulatory Authorities required for consummation
of  the  Merger  shall have been obtained or made and shall be in full force and
effect  and  all  waiting periods required by Law shall have expired. No Consent
obtained  from  any  Regulatory  Authority  which is necessary to consummate the
transactions  contemplated hereby shall be conditioned or restricted in a manner
(including,  without  limitation,  requirements  relating  to  the  raising  of
additional  capital  or  the  disposition  of  Assets  or deposits) which in the
reasonable  judgment  of  the  Board  of  Directors  of  PAB would so materially
adversely  impact  the  economic  or  business  benefits  of  the  transactions
contemplated  by  this Agreement so as to render inadvisable the consummation of
the  Merger.

          (c) Consents and Approvals. Each Party shall have obtained any and all
              ----------------------
Consents  required  for consummation of the Merger (other than those referred to
in Section 9.1 (b) of this Agreement) or for the preventing of any Default under
any  Contract  or  Permit  of  such  Party  which,  if  not obtained or made, is
reasonably  likely to have, individually or in the aggregate, a Material Adverse
Effect  on  such Party. No Consent obtained which is necessary to consummate the
transactions  contemplated hereby shall be conditioned or restricted in a manner
which  in  the  reasonable  judgment  of  the Board of Directors of PAB would so
materially  adversely  impact  the  economic  or  business  benefits  of  the
transactions  contemplated  by  this  Agreement  so as to render inadvisable the
consummation  of  the  Merger.

          (d)  Legal  Proceedings.  No  court  or  governmental  or  Regulatory
               ------------------
Authority  of  competent  jurisdiction  shall have enacted, issued, promulgated,
enforced  or  entered  any  Law  or  Order  (whether  temporary,  preliminary or
permanent) or taken any other action which prohibits, restricts or makes illegal
consummation  of  the  transactions  contemplated  by  this  Agreement.

     9.2     Conditions  to  Obligations  of  PAB.  The  obligations  of PAB to
perform  this  Agreement and to consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction of the following conditions,
unless  waived  by  PAB  pursuant  to  Section  11.6(a)  of  this  Agreement:

          (a) Representations and Warranties. The representations and warranties
              ------------------------------
of  Bank set forth or referred to in this Agreement shall be true and correct in
all  material  respects as of the date of this Agreement and as of the Effective
Time  with the same effect as though all such representations and warranties had
been  made  on  and  as of the Effective Time (provided that representations and
warranties  which  are  confined to a specified date shall speak only as of such
date),  except  (i)  as  expressly  contemplated  by this Agreement, or (ii) for
representations  and warranties the inaccuracies of which relate to matters that
are  not reasonably likely to have, individually or in the aggregate, a Material
Adverse  Effect  on  Bank.

          (b)  Performance  of  Agreements  and  Covenants.  Each and all of the
               -------------------------------------------
agreements  and  covenants of Bank to be performed and complied with pursuant to
this  Agreement  and  the  other  agreements  contemplated  hereby  prior to the
Effective  Time shall have been duly performed and complied with in all Material
respects.

          (c)  Certificates. Bank shall have delivered to PAB (i) a certificate,
               ------------
dated  as  of the Effective Time and signed on its behalf by its Chief Executive
Officer  and  Chief  Financial Officer, to the effect that the conditions of its
obligations  set  forth in Section 9.2(a) and 9.2(b) of this Agreement have been
satisfied,  and  (ii)  certified  copies of resolutions duly adopted by the Bank
Board  of  Directors  and  shareholders  evidencing  the taking of all corporate
action  necessary  to  authorize the execution, delivery and performance of this
Agreement,  and the consummation of the transactions contemplated hereby, all in
such  reasonable  detail  as  PAB  and  its  counsel  shall  request.


<PAGE>
          (d) Accountant's Letters. PAB shall have received from Stewart, Fowler
              --------------------
&  Stalvey,  P.C. letters dated not more than five days prior to (i) the date of
the  Proxy  Statement  and  (ii)  the  Effective  Time,  with respect to certain
financial  information  regarding  Bank,  in  form  and  substance  reasonably
satisfactory  to  PAB,  which  letters  shall  be based upon customary specified
procedures  undertaken  by  such  firm.

          (e) Support Agreements. Each of the directors of Bank (other than John
              ------------------
D.  Carini)  shall  have  executed  and  delivered to PAB a Support Agreement in
substantially  the  form  attached  hereto  as  Exhibit  B.

     9.3     Conditions  to  Obligations  of  Bank.  The obligations of Bank to
perform  this  Agreement  and  consummate  the Merger and the other transactions
contemplated hereby are subject to the satisfaction of the following conditions,
unless  waived  by  Bank  pursuant  to  Section  11.6(b)  of  this  Agreement:

          (a) Representations and Warranties. The representations and warranties
              ------------------------------
of  PAB  set forth or referred to in this Agreement shall be true and correct in
all  Material  respects as of the date of this Agreement and as of the Effective
Time  with the same effect as though all such representations and warranties had
been  made  on  and  as of the Effective Time (provided that representations and
warranties  which  are  confined to a specified date shall speak only as of such
date),  except  (i)  as  expressly  contemplated  by this Agreement, or (ii) for
representations  and warranties the inaccuracies of which relate to matters that
are  not reasonably likely to have, individually or in the aggregate, a Material
Adverse  Effect  on  PAB.

          (b)  Performance  of  Agreements  and  Covenants.  Each and all of the
               -------------------------------------------
agreements  and  covenants  of PAB to be performed and complied with pursuant to
this  Agreement  and  the  other  agreements  contemplated  hereby  prior to the
Effective  Time shall have been duly performed and complied with in all Material
respects.

          (c)  Certificates. PAB shall have delivered to Bank (i) a certificate,
               ------------
dated  as  of the Effective Time and signed on its behalf by its Chief Executive
Officer  and  its  Chief Financial Officer, to the effect that the conditions of
its  obligations  set  forth in Section 9.3(a) and 9.3(b) of this Agreement have
been  satisfied,  and (ii) certified copies of resolutions duly adopted by PAB's
Board  of  Directors  evidencing the taking of all corporate action necessary to
authorize  the  execution,  delivery  and performance of this Agreement, and the
consummation  of  the  transactions  contemplated hereby, all in such reasonable
detail  as  Bank  and  its  counsel  shall  request.

                                   ARTICLE 10
                                  TERMINATION

     10.1     Termination.  Notwithstanding  any  other  provision  of  this
Agreement,  and  notwithstanding  the  approval  of  this  Agreement  by  the
shareholders  of Bank, this Agreement may be terminated and the Merger abandoned
at  any  time  prior  to  the  Effective  Time:

          (a) By mutual consent of the respective Boards of Directors of PAB and
Bank;  or

          (b)  By  the  Board  of  Directors  of either Party (provided that the
terminating  Party  is  not  then  in  Material  breach  of  any representation,
warranty,  covenant or other agreement contained in this Agreement) in the event
of  a  breach  by the other Party of any representation or warranty contained in
this  Agreement  which  cannot be or has not been cured within 30 days after the
giving  of written notice to the breaching Party of such breach and which breach
would  provide  the  non-breaching party the ability to refuse to consummate the
Merger  under  the standard set forth in Section 9.2(a) of this Agreement in the
case  of  PAB  and  Section  9.3(a)  of  this  Agreement in the case of Bank; or

          (c)  By  the  Board  of  Directors  of either Party (provided that the
terminating  Party  is  not  then  in  Material  breach  of  any representation,
warranty,  covenant or other agreement contained in this Agreement) in the event
any  Consent of any Regulatory Authority required for consummation of the Merger
shall have been denied by final nonappealable action of such authority or if any
action taken by such authority is not appealed within the time limit for appeal;
or

          (d)  By  the  Board of Directors of either Party in the event that the
Merger  shall  not  have  been consummated by December 31, 2000, but only if the
failure  to  consummate  the  transactions contemplated hereby on or before such
date  is  not  caused  by  any breach of this Agreement by the Party electing to
terminate  pursuant  to  this  Section  10.1(d);  or


<PAGE>
          (e)  By  the  Board  of  Directors  of either Party (provided that the
terminating  Party  is  not  then  in  Material  breach  of  any representation,
warranty,  covenant or other agreement contained in this Agreement) in the event
that  any  of  the  conditions  precedent  to  the  obligations of such Party to
consummate  the Merger cannot be satisfied or fulfilled by the date specified in
Section  10.1  (d)  of  this  Agreement;  or

          (f) By PAB in the event that the Board of Directors of Bank shall have
failed  to  reaffirm,  following a written request by PAB for such reaffirmation
after  Bank  shall  have  received  any  inquiry  or proposal with respect to an
Acquisition  Proposal, its approval of the Merger (to the exclusion of any other
Acquisition  Proposal),  or  shall  have  resolved  not  to reaffirm the Merger.

     10.2     Effect  of  Termination.  In  the  event  of  the termination and
abandonment  of  this Agreement pursuant to Section 10.1 of this Agreement, this
Agreement  shall  become void and have no effect, except that (i) the provisions
of  this  Section 10.2 and Article 11 and Section 8.6(b) of this Agreement shall
survive any such termination and abandonment, and (ii) a termination pursuant to
Sections  10.1(b)  or  10.1(e) of this Agreement shall not relieve the breaching
Party  from  Liability  for  an  uncured  willful  breach  of  a representation,
warranty,  covenant  or agreement giving rise to such termination; provided that
such  Liability  shall  be  determined  solely  in accordance with the effect of
Section  I  1.2(b)  of  this  Agreement.

     10.3     Non-Survival  of  Representations  and  Covenants.  The respective
representations,  warranties,  obligations,  covenants  and  agreements  of  the
Parties  shall  not  survive the Effective Time except for this Section 10.3 and
Articles  2,  3,  4,  and  11  and  Sections  8.11  and  8.12 of this Agreement.

                                   ARTICLE 11
                                 MISCELLANEOUS

     11.1     Definitions.  Except  as  otherwise  provided  herein,  the
capitalized  terms  set  forth  below  (in  their  singular  and plural forms as
applicable)  shall  have  the  following  meanings:

     "ACQUISITION  PROPOSAL" with respect to a Party shall mean any tender offer
or  exchange offer or any proposal for a merger, acquisition of all of the stock
or  Assets  of, or other business combination involving such Party or any of its
Subsidiaries  or  the  acquisition  of  a  substantial  equity interest in, or a
substantial  portion  of  the  Assets of, such Party or any of its Subsidiaries.

     "AFFILIATE"  of  a  Person  shall  mean:  (i) any other Person directly, or
indirectly  through  one  or  more intermediaries, controlling, controlled by or
under  common  control  with  such  Person, (ii) any officer, director, partner,
employer  or direct or indirect beneficial owner of any 10% or greater equity or
voting  interest  of  such  Person  or (iii) any other Person for which a Person
described  in  clause  (ii)  acts  in  any  such  capacity.

     "AGREEMENT"  shall  mean  this  Agreement and Plan of Merger, including the
Exhibits  delivered  pursuant  hereto  and  incorporated  herein  by  reference.

     "ALLOWANCE" shall mean the allowance for possible loan or credit losses for
the  periods  set  forth  in  Section  5.9  of  this  Agreement.

     "ASSETS"  of  a Person shall mean all of the assets, properties, businesses
and  rights  of  such  Person  of every kind, nature, character and description,
whether  real, personal or mixed, tangible or intangible, accrued or contingent,
or  otherwise  relating  to  or  utilized in such Person's business, directly or
indirectly, in whole or in part, whether or not carried on the books and records
of  such  Person,  and  whether  or  not owned in the name of such Person or any
Affiliate  of  such  Person  and  wherever  located.

     "BANK"  shall have the meaning set forth in the Preamble of this Agreement.

     "BANK  BENEFIT  PLANS"  shall have the meaning set forth in Section 5.14 of
this  Agreement.

     "BANK  COMMON  STOCK"  shall mean the $5.00 par value common stock of Bank.

     "BANK  ERISA  PLAN" shall have the meaning provided in Section 5.14 of this
Agreement.


<PAGE>
     "BANK  FINANCIAL  STATEMENTS"  shall mean (i) the balance sheets (including
related  notes  and  schedules,  if  any) of Bank as of June 30, 2000, and as of
December  31,  1999,  1998, 1997 and 1996, and the related statements of income,
changes  in  shareholders'  equity  and  cash flows (including related notes and
schedules,  if  any) for the six months ended June 30, 2000, and for each of the
four  fiscal  years  ended  December 31, 1999, 1998, 1997 and 1996, and (ii) the
balance  sheets  of  Bank  (including  related  notes and schedules, if any) and
related  statements  of  income,  changes in shareholders' equity and cash flows
(including  related  notes  and schedules, if any) with respect to periods ended
subsequent  to  June  30,  2000,  with  related  prior year comparable financial
statements.

     "BANK  MEETING"  shall mean the special meeting of the shareholders of Bank
or  any  adjournment  thereof  to  vote  on  the  matters set forth in the Proxy
Statement.

     "BANK  OPTIONS" shall mean those options issued under the Bank Option Plan.

     "BANK  OPTION  PLAN"  shall  mean  the  Bank  Stock  Option  Plan.

     "BHC  ACT"  shall  mean  the  federal  Bank Holding Company Act of 1956, as
amended.

     "CLOSING" shall mean the closing of the transaction contemplated hereby, as
described  in  Section  1.2  of  this  Agreement.

     "CONSENT"  shall  mean  any  consent,  approval,  authorization, clearance,
exemption, waiver or similar affirmation by any Person pursuant to any Contract,
Law,  Order  or  Permit.

     "CONTRACT"  shall  mean  any  written  or  oral  agreement,  arrangement,
authorization,  commitment,  contract, indenture, instrument, lease, obligation,
plan,  practice,  restriction,  understanding  or  undertaking  of  any  kind or
character or other document to which any Person is a party or that is binding on
any  Person  or  its  capital  stock,  Assets  or  business.

     "DEFAULT"  shall  mean  (i) any breach or violation of or default under any
Contract,  Order  or  Permit,  (ii)  any  occurrence  of any event that with the
passage  of  time  or the giving of control or both would constitute a breach or
violation  of  or  default  under  any  Contract,  Order or Permit, or (iii) any
occurrence  of  any event that with or without the passage of time or the giving
of  notice would give rise to a right to terminate or revoke, change the current
terms  of,  or  renegotiate,  or to accelerate, increase or impose any Liability
under,  any  Contract,  Order  or  Permit.

     "EFFECTIVE  TIME"  shall  have the meaning set forth in Section 1.3 of this
Agreement.

     "ENVIRONMENTAL  LAWS"  shall  mean  all federal, state, municipal and local
laws,  statutes,  orders,  regulations,  decrees,  resolutions,  proclamations,
permits,  licenses,  approvals,  authorizations,  consents,  judgments, judicial
decisions  and  other  governmental  requirements,  limitations  and  standards
relating  to  the  environment,  health  and  safety  issues, including, without
limitation,  the manufacture, generation, use, processing, treatment, recycling,
storage,  handling,  "Release" (as hereinafter defined), investigation, removal,
remediation  and cleanup of or other corrective action for "Hazardous Materials"
(as  hereinafter  defined), exposure to Hazardous Materials and personal injury,
natural  resource  damage,  property  damage  and  interference  with the use of
property  caused  by  or  resulting  from  Hazardous  Materials.

     "ERISA"  shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA  AFFILIATE"  shall have the meaning provided in Section 5.14 of this
Agreement.

     "EXHIBITS"  shall mean the Exhibits so marked, copies of which are attached
to this Agreement. Such Exhibits are hereby incorporated by reference herein and
made  a  part  hereof,  and  may  be referred to in this Agreement and any other
related  instrument  or  document  without  being  attached  hereto.

     "FEDERAL  RESERVE" shall mean the Board of Governors of the Federal Reserve
System.

     "FDIC"  shall  mean  the  Federal  Deposit  Insurance  Corporation.

     "FFIC"  shall  mean  the  Financial  Institutions  Code  of  Florida.


<PAGE>
     "GAAP"  shall  mean  generally accepted accounting principles, consistently
applied  during  the  periods  involved.

     "HAZARDOUS  MATERIALS"  shall  mean  all  hazardous,  toxic,  explosive,
corrosive,  flammable,  infectious,  radioactive,  carcinogenic,  mutagenic  and
volatile  substances,  materials,  compounds, chemicals and waste, and all other
industrial  waste,  sanitary  waste,  pollutants  and  contaminants,  and  all
constituents  thereof,  including,  without  limitation, petroleum hydrocarbons,
asbestos-containing  materials, lead-based paints and all substances, materials,
wastes, chemicals, compounds, contaminants and pollutants regulated or addressed
by  Environmental  Laws.

     "IRS"  shall  mean  the  Internal  Revenue  Service.

     "INTERNAL  REVENUE  CODE"  shall mean the Internal Revenue Code of 1986, as
amended,  and  the  rules  and  regulations  promulgated  thereunder.

     "KNOWLEDGE"  as  used  with  respect  to a Person shall mean the knowledge,
after  all  appropriate due inquiry, of the Chairman, President, Chief Financial
Officer,  Chief  Accounting  Officer, Chief Credit Officer, General Counsel, any
Assistant or Deputy General Counsel or any Senior or Executive Vice President or
Manager  of  such  Person.

     "LAW"  shall  mean  any  code,  law,  ordinance,  regulation,  reporting or
licensing  requirement, rule or statute and all Environmental Laws applicable to
a  Person or its Assets, Liabilities or business, including, without limitation,
those promulgated, interpreted or enforced by any of the Regulatory Authorities.

     "LIABILITY"  shall  mean  any  direct  or  indirect,  primary or secondary,
liability,  indebtedness,  obligation,  penalty,  cost  or  expense  (including,
without  limitation,  costs  of  investigation,  collection and defense), claim,
deficiency, guaranty or endorsement of or by any Person (other than endorsements
of  notes,  bills,  checks and drafts presented for collection or deposit in the
ordinary  course  of  business)  of  any  type,  whether  accrued,  absolute  or
contingent,  liquidated  or  unliquidated,  matured  or  unmatured or otherwise.

     "LIEN"  shall  mean  any  conditional  sale  agreement,  default  of title,
easement,  encroachment,  encumbrance,  hypothecation,  infringement,  lien,
mortgage,  pledge,  reservation, restriction, security interest, title retention
or other security arrangement, or any adverse right or interest, charge or claim
of  any  nature  whatsoever  of,  on or with respect to any property or property
interest,  other  than  (i)  Liens  for  current  property Taxes not yet due and
payable,  (ii)  for  depository  institution Subsidiaries of a Party, pledges to
secure  deposits  and other Liens incurred in the ordinary course of the banking
business,  (iii)  Liens which are not reasonably likely to have, individually or
in  the  aggregate,  a  Material Adverse Effect on a Party; and (iv) Liens which
have  been  Previously  Disclosed.

     "LITIGATION"  shall  mean  any action, arbitration, cause of action, claim,
complaint,  criminal  prosecution,  demand  letter,  governmental  or  other
examination  or  investigation,  request  for  information,  hearing,  inquiry,
administrative  or  other  proceeding, or notice (written or oral) by any Person
alleging  potential Liability or requesting information relating to or affecting
a  Party,  its  business,  its  Assets (including, without limitation, Contracts
related to it) or the transactions contemplated by this Agreement, but shall not
include  regular,  periodic  examinations  of  depository institutions and their
Affiliates  by  Regulatory  Authorities.

     "LOAN  PROPERTY"  shall  mean any property owned, leased or operated by the
Party  in  question  or  by  any  of  its Subsidiaries or in which such Party or
Subsidiary  holds  a  security  or  other  interest  (including an interest in a
fiduciary  capacity),  and, where required by the context, includes the owner or
operator  of  such  property,  but  only  with  respect  to  such  property.

     "MATERIAL"  for  purposes of this Agreement shall be determined in light of
the  facts  and  circumstances  of  the  matter  in  question; provided that any
specific monetary amount stated in this Agreement shall determine materiality in
that  instance.

     "MATERIAL ADVERSE EFFECT" on a Party shall mean an event, change, condition
or occurrence which has a Material adverse impact on (i) the financial position,
business or results of operations of such Party and its Subsidiaries, taken as a
whole,  or  (ii) the ability of such Party to perform its obligations under this
Agreement  or to consummate the Merger or the other transactions contemplated by
this  Agreement;  provided that "Material Adverse Effect" shall not be deemed to
include  the  impact  of  (x)  changes  in  banking  and similar Laws of general
applicability  or  interpretations thereof by courts or governmental authorities
and (y) changes in GAAP or regulatory accounting principles generally applicable
to  banks  and  their  holding  companies.


<PAGE>
     "MERGER" shall mean the merger of Interim with and into Bank referred to in
the  Preamble  of  this  Agreement.

     "MERGER  CONSIDERATION"  shall  mean  the  aggregate  consideration  to  be
received  for  all  of  the  shares  of  Bank  Common  Stock  and  Bank Options.

     "NASD"  shall  mean  the  National  Association of Securities Dealers, Inc.

     "ORDER"  shall  mean  any  administrative  decision  or  award,  decree,
injunction, judgment, order, quasi-judicial decision or award, ruling or writ of
any  federal,  state,  local  or  foreign  or other court, arbitrator, mediator,
tribunal,  administrative  agency  or  Regulatory  Authority.

     "PAB  COMMON  STOCK"  shall  mean  the  no  par  value common stock of PAB.

     "PAB  COMPANIES"  shall  mean,  collectively, PAB and all PAB Subsidiaries.

     "PAB  SUBSIDIARIES"  shall  mean  the  subsidiaries  of  PAB.

     "PARTICIPATION  FACILITY"  shall mean any facility or property in which the
Party  in  question  or  any  of its Subsidiaries participates in the management
(including,  but  not  limited  to,  any  property  or  facility held in a joint
venture)  and,  where  required  by  the  context,  said term means the owner or
operator of such facility or property, but only with respect to such facility or
property.

     "PARTY"  shall  mean  either Bank, Interim or PAB, and "PARTIES" shall mean
Bank,  Interim  and  PAB.

     "PERMIT"  shall  mean  any  federal,  state, local and foreign governmental
approval,  authorization,  certificate,  easement,  filing,  franchise, license,
notice,  permit  or  right  to  which any Person is a party or that is or may be
binding upon or inure to the benefit of any Person or its capital stock, Assets,
Liabilities  or  business.

     "PERSON"  shall  mean  a  natural  person  or  any  legal,  commercial  or
governmental  entity,  such  as,  but  not  limited  to,  a corporation, general
partnership,  joint  venture,  limited  partnership,  limited liability company,
trust,  business  association, group acting in concert or any person acting in a
representative  capacity.

     "PREVIOUSLY DISCLOSED" shall mean information delivered in writing prior to
the date specified in Section 10.1(d) of this Agreement in the manner and to the
Party  or  counsel  or  both  described  in  Section  11.8 of this Agreement and
entitled  "Previously  Disclosed Information Delivered Pursuant to the Agreement
and  Plan  of  Merger"  describing  in  reasonable  detail the matters contained
therein  or  identifying the information disclosed; provided that in the case of
Subsidiaries  acquired  after the date of this Agreement such information may be
so delivered by the acquiring Party to the other Party prior to the date of such
acquisition.

     "PROXY  STATEMENT"  shall  mean the proxy statement used by Bank to solicit
the  approval  of  its  shareholders  of  the  transactions contemplated by this
Agreement  and  shall  include  the  prospectus of PAB relating to shares of PAB
Common  Stock  to  be  issued  to  the  shareholders  of  Bank  and  other proxy
solicitation  materials  of  Bank  consisting  of  a  part  thereof.

     "REGULATORY  AUTHORITIES"  shall  mean,  collectively,  the  United  States
Department of Justice, the Board of Governors of the Federal Reserve System, the
FDIC,  the  SEC,  all  state  regulatory  agencies  having jurisdiction over the
Parties  and  their  subsidiaries  and  the  NASD.

     "RELEASE"  shall  mean  any  spilling, leaking, pumping, pouring, emitting,
emptying,  discharging,  injecting,  escaping, leaching, dumping, abandonment or
disposing  into  or  migration  within  the  environment.

     "REPRESENTATIVES"  shall  have  the  meaning  set  forth  in  Section  8.8.


<PAGE>
     "SEC"  shall  mean  the  Securities  and  Exchange  Commission.

     "SECURITIES  LAWS"  shall  mean  the Securities Act of 1933, the Securities
Exchange  Act  of  1934,  the  Investment  Company  Act of 1940, as amended, the
Investment Advisors Act of 1940, as amended, the Trust Indenture Act of 1939, as
amended,  and  the rules and regulations of any Regulatory Authority promulgated
thereunder.

     "SUBSIDIARIES"  shall  mean  all those corporations, banks, association, or
other  entities  of  which the entity in question owns or controls 5% or more of
the  outstanding  equity securities either directly or through an unbroken chain
of  entities as to each of which 5% or more of the outstanding equity securities
is  owned  directly  or indirectly by its parent; provided, however, there shall
not  be included any such entity acquired through foreclosure or any such entity
the  equity securities of which are owned or controlled in a fiduciary capacity.

     "SURVIVING  CORPORATION"  shall  mean  Bank  as  the  surviving corporation
resulting  from  the  Merger  with  Interim.

     "TAX"  OR  "TAXES" shall mean all federal, state, county, local and foreign
taxes,  charges,  fees,  levies, imposts, duties or other assessments, including
income,  gross  receipts,  excise,  employment,  sales,  use, transfer, license,
payroll,  franchise,  severance,  stamp,  occupation,  windfall  profits,
environmental,  federal  highway  use,  commercial rent, customs duties, capital
stock,  paid-up  capital, profits, withholding, Social Security, single business
and unemployment, disability, real property, personal property, registration, ad
valorem,  value  added, alternative or add-on minimum, estimated or other tax or
governmental  fee  of any kind whatsoever, imposed or required to be withheld by
the  United  States or any state, local, or foreign government or subdivision or
agency  thereof,  including  interest  and  penalties  thereon or additions with
respect  thereto.

     "TAXABLE  PERIOD"  shall  mean  any  period  prescribed by any governmental
authority, including the United States or any state, local or foreign government
or  subdivision or agency thereof for which a Tax Return required to be filed or
Tax  is  required  to  be  paid.

     "TAX RETURN" shall mean any report, return or other information required to
be supplied to a taxing authority in connection with Taxes, including any return
of  an  affiliated  or  combined  or  unitary group that includes a Party or its
Subsidiaries.

     11.2     Expenses.

          (a)  General.  Except as otherwise provided in this Section 11.2, each
of  the  Parties shall bear and pay all direct costs and expenses incurred by it
or  on  its  behalf  in connection with the transactions contemplated hereunder,
including  filing, registration and application fees, printing fees and fees and
expenses  of  its  own  financial  or  other  consultants,  investment  bankers,
accountants,  and  counsel  except  that  PAB shall bear and pay the filing fees
payable  in  connection  with  the  Proxy Statement and one-half of the printing
costs  incurred  in  connection  with  the  printing  of  the  Proxy  Statement.

          (b)  Breach by either Party. In addition to the foregoing, if prior to
               -----------------------
the  Effective Time, this Agreement is terminated by either Party as a result of
the  other  Party's  breach  of  such  party's  representations,  warranties  or
agreements set forth herein of this Agreement, such breaching Party shall pay to
the  non-breaching  Party  as  its sole and exclusive remedy resulting from such
termination,  an  amount  in  cash  equal  to  the  sum  of:

               (i)  the  reasonable  direct costs and expenses incurred by or on
                    behalf  of  the  non-breaching  Party in connection with the
                    transactions  contemplated  by  this  Agreement,  plus
                                                                      ----

               (ii) the  sum  of  $100,000,

which  sum  represents  compensation  for  the non-breaching Party's loss as the
result  of  the  transactions  contemplated  by  this  Agreement  not  being
consummated.


<PAGE>
     11.3     Brokers  and  Finders.  Bank represents and warrants that neither
it  nor any of its officers, directors, employees or Affiliates has employed any
broker  or  finder  or  incurred  any Liability for any financial advisory fees,
investment  bankers'  fees,  brokerage  fees,  commissions  or  finders' fees in
connection  with this Agreement or the transactions contemplated hereby.  In the
event  of  a claim by any broker or finder based upon his or its representing or
being  retained  by  or  allegedly  representing or being retained by Bank, Bank
shall  indemnify  and  hold PAB harmless of and from any Liability in respect of
any  such  claim  and reduce the Merger Consideration by an amount equal to such
claim  as  determined  by  PAB.

     11.4     Entire  Agreement.  Except as otherwise expressly provided herein,
this  Agreement  (including  the  documents  and instruments referred to herein)
constitutes  the  entire  agreement  between  the  Parties  with  respect to the
transaction  contemplated  hereunder  and  supersedes  all prior arrangements or
understandings  with respect thereto, written or oral. Nothing in this Agreement
expressed  or  implied,  is  intended  to confer upon any Person, other than the
Parties  or  their  respective  successors, any rights, remedies, obligations or
liabilities  under  or  by  reason  of  this  Agreement.

     11.5     Amendments.  To the extent permitted by Law, this Agreement may be
amended  by a subsequent writing signed by each of the Parties upon the approval
of  the  Boards  of  Directors  of  each of the Parties; whether before or after
shareholder  approval  of  the  Merger has been obtained provided, however, that
after any such approval by the holders of Bank Common Stock, there shall be made
no  amendment  decreasing  the consideration to be received by Bank shareholders
without  the  further  approval  of  such  shareholders.

     11.6     Waivers.

          (a)  Prior  to or at the Effective Time, PAB, acting through its Board
of  Directors,  Chief  Executive Officer or other authorized officer, shall have
the  right to waive any Default in the performance of any term of this Agreement
by  Bank,  to waive or extend the time for the compliance or fulfillment by Bank
of  any  and all of its obligations under this Agreement and to waive any or all
of  the  conditions  precedent  to  the obligations of PAB under this Agreement,
except  any  condition which, if not satisfied, would result in the violation of
any  Law.  No  such waiver shall be effective unless in writing signed by a duly
authorized  officer  of  PAB.

          (b)  Prior to or at the Effective Time, Bank, acting through its Board
of  Directors,  shall  have the right to waive any Default in the performance of
any  term  of  this  Agreement  by  PAB,  to  waive  or  extend the time for the
compliance  or  fulfillment  by PAB of any and all of its obligations under this
Agreement and to waive any or all of the conditions precedent to the obligations
of  Bank  under  this  Agreement,  except any condition which, if not satisfied,
would  result  in  the  violation  of any Law. No such waiver shall be effective
unless  in  writing  signed  by  a  duly  authorized  officer  of  Bank.

          (c)  The  failure  of  any  Party  at  any  time  or  times to require
performance  of any provision hereof shall in no manner affect the right of such
Party  at  a  later  time  to  enforce  the  same or any other provision of this
Agreement.  No waiver of any condition or of the breach of any term contained in
this  Agreement in one or more instances shall be deemed to be or construed as a
further  or  continuing  waiver  of  such condition or breach or a waiver of any
other  condition  or  of  the  breach  of  any  other  term  of  this Agreement.

     11.7     Assignment.  Except  as  expressly  contemplated  hereby, neither
this  Agreement  nor any of the rights, interests or obligations hereunder shall
be  assigned  by  any  Party  hereto  (whether by operation of Law or otherwise)
without  the prior written consent of the other Party.  Subject to the preceding
sentence,  this  Agreement  will be binding upon, inure to the benefit of and be
enforceable  by  the  Parties  and  their  respective  successors  and  assigns.

     11.8     Notices.  All  notices  or other communications which are required
or  permitted hereunder shall be in writing and sufficient if delivered by hand,
by facsimile transmission, by registered or certified mail, postage pre-paid, or
by courier or overnight carrier, to the persons at the addresses set forth below
(or  at such other address as may be provided hereunder), and shall be deemed to
have  been  delivered  as  of  the  date  so  delivered:

     PAB  and  Interim:     PAB  Bankshares,  Inc.
                                3205  North  Valdosta  Road
                                Valdosta,  Georgia  31602
                                912/241-2774  -  FAX
                                Attn:  R.  Bradford  Burnette,  President


<PAGE>
     Copy  to  Counsel:     Coleman,  Talley, Newbem, Kurrie, Preston & Holland
                                910  N.  Patterson  Street
                                Valdosta,  Georgia  31601
                                912/333-0885  -  FAX
                                Attn:  Thompson  Kurrie,  Jr.,  Esquire

                                Troutman  Sanders  LLP
                                600  Peachtree  Street,  N.E.,  Suite  5200
                                Atlanta,  Georgia  30308-2218
                                404/962-6658  -  FAX
                                Attn:  Thomas  O.  Powell,  Esquire

     Bank:                      Friendship  Community  Bank
                                8375  Southwest  State  Road,  200
                                Ocala,  Florida  34481-9604
                                352/854-8784  -  FAX
                                Attn:  Kenneth  D.  Colen,  Chairman

     Copy  to  Counsel:     Smith,  Mackinnon,  Greeley,  Bowdoin,  Edwards,
                                Brownlee  &  Marks,  P.A.
                                255  South  Orange  Avenue,  Suite  800
                                Orlando,  Florida  32801
                                407/843-2448  -  FAX
                                Attn:  John  P.  Greeley,  Esquire

     11.9     Governing  Law.     This  Agreement  shall  be  governed  by  and
construed in accordance with the Laws of the State of Georgia, without regard to
any  applicable  conflicts  of  Laws.

     11.10    Counterparts.  This  Agreement  may  be  executed  in  one or more
counterparts,  each of which shall be deemed to be an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     11.11    Captions.  The  captions  contained  in  this Agreement  are  for
reference  purposes  only  and  are  not  part  of  this  Agreement.

     11.12   Enforcement of Agreement. The Parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement was
not  performed  in accordance with its specific terms or was otherwise breached.
It  is accordingly agreed that the Parties shall be entitled to an injunction or
injunctions  to  prevent  breaches of this Agreement and to enforce specifically
the  terms  and provisions hereof in any court of the United States or any state
having  jurisdiction,  this  being in addition to any other remedy to which they
are  entitled  at  law  or  in  equity.

     11.13    Severability.  Any  term  or  provision of this Agreement which is
invalid  or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective  to  the  extent  of  such  invalidity  or  unenforceability without
rendering  invalid  or  unenforceable the remaining terms and provisions of this
Agreement  or  affecting  the  validity  or  enforceability  of any the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to  be  only  so  broad  as  is  enforceable.

     11.14 Interpretation of Agreement. The Parties hereto acknowledge and agree
that each Party has participated in the drafting of this Agreement and that this
document  has  been  reviewed,  negotiated and accepted by all parties and their
respective  counsel,  and the normal rule of construction to the effect that any
ambiguities  are  to be resolved against the drafting party shall not be applied
to  the interpretation of this Agreement. No inference in favor, or against, any
party  shall  be  drawn  from  the  fact  that one party has drafted any portion
hereof.


<PAGE>
     IN  WITNESS  WHEREOF,  each  of the Parties has caused this Agreement to be
executed  on  its  behalf  and  its  corporate  seal  to be hereunto affixed and
attested  by  officers  thereunto  as  of the day and year first above written.

ATTEST:                                 "BANK"

                                        FRIENDSHIP  COMMUNITY  BANK

/s/  John  D.  Carini                   /s/  Kenneth  D.  Colen
-------------------------------         ----------------------------------------
John D. Carini, President & CEO         Kenneth D. Colen, Chairman and Secretary

         (BANK  SEAL)

ATTEST:                                 "PAB"

                                        PAB  BANKSHARES,  INC.

/s/  Denise  McKenzie                   /s/  R.  Bradford  Burnette
-------------------------------         ----------------------------------------
Denise  McKenzie,  Secretary            R. Bradford  Burnette,  President
                                          and  Chief  Executive  Officer
      (CORPORATE  SEAL)


     FCB  Interim  Bank hereby joins in the foregoing Agreement, undertakes that
it  will  be bound thereby and that it will duly perform all the acts and things
therein  referred  to  or  provided  to  be  done  by  it.


<PAGE>
     IN  WITNESS  WHEREOF,  FCB  Interim Bank has caused this undertaking to be
made  in counterparts by its fully authorized officers and its corporate seal to
be  hereunto  affixed  as  of  this  15th  day  of  September  2000.

ATTEST:                                 "INTERIM"

                                        FCB  INTERIM  BANK

/s/  Denise  McKenzie                   /s/  R.  Bradford  Burnette
-------------------------------         ----------------------------------------
Denise  McKenzie,  Secretary            R.  Bradford  Burnette,  President
                                          and  Chief  Executive  Officer
  (CORPORATE  SEAL)


<PAGE>