SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549

                                           FORM 10-K

(Mark One)

[X]  Annual report  pursuant to section 13 or 15 (d) of the Securities  Exchange
     Act of 1934 (No fee required)

     For the fiscal year ended   September 30, 1996

[    ]  Transition  report  pursuant  to section  13 or 15(d) of the  Securities
     Exchange Act of 1934 (No fee required) For the transition period 
     from              to
          ------------    ------------

Commission File No. 0-27620

                           Green Street Financial Corp
                           ---------------------------
                 (Name of Small Business Issuer in Its Charter)

North Carolina                                             56-1951478
---------------------------------------------              ----------
(State or Other Jurisdiction of Incorporation            I.R.S. Employer
or Organization)                                        Identification No.

241 Green Street, Fayetteville, North Carolina             28301-5051
----------------------------------------------             ----------
(Address of Principal Executive Offices                    (Zip Code)

Issuer's Telephone Number, Including Area Code:          (910) 483-3681
                                                         ---------------

Securities registered under to Section 12(b) of the Exchange Act:  None
                                                                   ----
Securities registered under to Section 12(g) of the Exchange Act:

                           Common Stock, no par value
                           --------------------------
                                (Title of Class)

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

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

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant,  based on the closing price of the registrant's  Common Stock on
December 11, 1996 was approximately $60.2 million.

     As of December 2, 1996, there were issued and outstanding  4,298,125 shares
of the registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

     1. Portions of the Annual Report to Stockholders  for the Fiscal Year ended
September 30, 1996. (Parts I, III and IV)

     2. Portions of the Proxy  Statement for the Annual Meeting of  Stockholders
for the Fiscal Year ended September 30, 1996. (Part III)

                                        


<PAGE>



                                     PART I

Item 1.  Business
-----------------

Business of the Company

        Green  Street  Financial  Corp  (the  "Company")  is  a  North  Carolina
corporation  organized in December 1995 at the direction of Home Federal Savings
and Loan  Association  (the  "Association")  to acquire all of the capital stock
that the  Association  issued in its conversion from the mutual to stock form of
ownership (the  "Conversion").  On April 3, 1996, the Association  completed the
Conversion and became a wholly owned subsidiary of the Company. The Company is a
unitary savings and loan holding company which,  under existing laws,  generally
is not  restricted  in the types of business  activities  in which it may engage
provided  that the  Association  retains a  specified  amount  of its  assets in
housing-related  investments.  The Company  conducts no significant  business or
operations  of its own other than  holding all of the  outstanding  stock of the
Association, investing the Company's portion of the net proceeds obtained in the
conversion,  and lending funds to an employee stock ownership plan formed by the
Association.

Business of the Association

        The Association,  a federally chartered stock savings bank headquartered
in  Fayetteville,  North  Carolina,  was  chartered  in 1916 under the name Home
Building and Loan  Association.  The  Association is subject to examination  and
comprehensive  regulation  by the Office of Thrift  Supervision  ("OTS") and its
deposits have been federally insured by the Savings  Association  Insurance Fund
("SAIF")  and  its   predecessor,   the  Federal   Savings  and  Loan  Insurance
Corporation,  since 1935. The  Association is a member of and owns capital stock
in the  FHLB of  Atlanta,  which  is one of the 12  regional  banks  in the FHLB
System.

Competition

        The  Association's  primary  market area consists of the  Cumberland and
Robeson  Counties,  North Carolina and the  Association is one of many financial
institutions serving its market area. The competition for deposit products comes
from other  insured  financial  institutions  such as commercial  banks,  thrift
institutions  and  credit  unions  in the  Association's  market  area.  Deposit
competition  also  includes a number of insurance  products sold by local agents
and investment  products such as mutual funds and other securities sold by local
and regional brokers.  Loan competition  varies depending upon market conditions
and comes from other insured  financial  institutions  such as commercial banks,
thrift institutions and credit unions.

Lending Activities

        General.  The  Association's  loan portfolio  predominantly  consists of
mortgage loans secured by one-to-four  family  residences and to a lesser extent
the Association  originates  non-residential  and multi-family  residential real
estate loans,  construction  loans, and loans secured by savings account.  It is
the policy of the Association to remain a portfolio leader.

                                        2


<PAGE>



     Analysis of Loan  Portfolio.  Set forth below is selected  data relating to
the composition of the Association's loan portfolio by the type of loan.

<TABLE>
<CAPTION>
                                                                     At September 30,
                                     --------------------------------------------------------------------------------
                                              1996                       1995                          1994
                                     ----------------------      ----------------------       -----------------------
                                     Amount        Percent       Amount        Percent        Amount        Percent
                                                                 (Dollars in Thousands)

Type of Loans:
<S>                                   <C>            <C>          <C>           <C>            <C>             <C>   
  Residential 1- to 4-family.....     $102,011       82.84%       $ 94,668      80.77%         $ 82,880        78.86%
  Residential multi-family.......        5,579         4.53          5,577        4.76            5,391          5.13
  Non-residential real estate....       15,544        12.62         16,663       14.22           16,636         15.83
  Construction...................        2,948         2.39          2,218        1.89            2,078          1.98
  Savings account loans..........          142         0.12            229        0.20              265          0.25
                                       -------         ----      ---------      ------          -------        ------
                                       126,224       102.50        119,355      101.84          107,250        102.05
                                       -------       ------        -------      ------          -------        ------

Less:
  Unearned fees and discounts....          931         0.76            900        0.77              788          0.75
  Loans in process...............        1,910         1.55          1,029        0.88            1,143          1.09
  Allowance for losses...........          235         0.19            225        0.19              225          0.21
                                       -------         ----        -------      ------          -------        ------
                                         3,076         2.50          2,154        1.84            2,156          2.05
                                       -------         ----        -------      ------          -------        ------

Total loans receivable, net......     $123,148      100.00%       $117,201     100.00%         $105,094       100.00%
                                       =======      ======         =======     ======           =======       ======

</TABLE>



Loan Maturity Tables

        The  following   table  sets  forth  the   estimated   maturity  of  the
Association's  loan  portfolio at September 30, 1996. The table does not include
prepayments  or  scheduled  principal  repayments.   Prepayments  and  scheduled
principal  repayments  on  loans  totalled  $18.1  million  for the  year  ended
September 30, 1996.  Adjustable-rate  mortgage loans are shown as maturing based
on contractual maturities.
<TABLE>
<CAPTION>

                                                    Due after
                                     Due within     1 through      Due after
                                       1 year        5 years        5 years        Total
                                       ------        -------        -------        -----
                                                         (In Thousands)

<S>                                       <C>          <C>           <C>         <C>     
  Residential 1- to 4-family.......       $225         $2,859        $98,927     $102,011
  Residential multi-family.........         --            218          5,361        5,579
  Non-residential real estate......        211            758         14,575       15,544
  Construction.....................         --             --          2,948        2,948
  Savings account loans............        142             --             --          142
                                           ---          -----        -------      -------
                                          $578         $3,835       $121,811     $126,224
                                           ===          =====        =======      =======
</TABLE>




                                        3


<PAGE>



        The following  table sets forth the dollar amount of all loans due after
September  30, 1997,  which have  pre-determined  interest  rates and which have
floating or adjustable interest rates.
<TABLE>
<CAPTION>

                                                        Floating or
                                      Fixed Rates     Adjustable Rates       Total
                                      -----------     ----------------       -----
                                                      (In Thousands)

<S>                                        <C>                <C>           <C>     
Residential 1- to 4-family........         $63,231            $38,555       $101,786
Residential multi-family..........           1,029              4,550          5,579
Non-residential real estate.......           5,693              9,640         15,333
Construction......................           2,948                 --          2,948
                                            ------            -------        -------
  Total...........................         $72,901            $52,745       $125,646
                                            ======             ======        =======
</TABLE>



        One- to Four-Family Residential Loans. The Association's primary lending
activity consists of the origination of one- to four-family residential mortgage
loans secured by property located in the Association's  primary market area. The
Association generally originates one- to four-family  residential mortgage loans
in amounts up to 80% of the lesser of the  appraised  value or selling  price of
the  mortgaged  property.  With  private  mortgage  insurance  obtained  for the
borrower,  the maximum loan to value ratio is increased  to 90%.  However,  when
lending amounts of over $200,000,  the maximum loan to value ratio is reduced to
70%.  The maximum loan amount for such loans is handled on a case by case basis.
The Association  does not originate loans with initial  interest rates which are
deeply discounted  ("teaser  rates").  Mortgage loans originated and held by the
Association in its portfolio generally include due-on-sale clauses which provide
the Association with the contractual  right to deem the loan immediately due and
payable in the event  that the  borrower  transfers  ownership  of the  property
without the Association's  consent. The Association  originates and retains both
fixed and adjustable-rate mortgage loans. It is the policy of the Association to
remain a portfolio lender.

        The Association requires for all adjustable-rate mortgage loans that the
borrower  qualify  at 2%  above  the  interest  rate  at loan  origination.  The
Association's  adjustable-rate  loans provide for limitations on annual interest
rate adjustments of up to 2% with a maximum adjustment over the term of the loan
of 6%. Adjustable-rate loans typically reprice every year, and provide for terms
of up to 30 years with most loans having  terms of between 15 and 30 years.  The
Association sets the maximum loan term based on a dollar amount.  For example, a
thirty year loan requires an appraised amount of more than $80,000.

        The Association  offers  adjustable-rate  loans using a national average
contract  interest  rate index.  Interest  rates  charged on mortgage  loans are
competitively  priced based on market conditions and the  Association's  cost of
funds. The Association  typically charges a 1% origination fee. At September 30,
1996, the Association did not service loans for others.

        Adjustable-rate  mortgage  loans  decrease  the  risks  associated  with
changes in interest rates by more closely reflecting these changes,  but involve
other risks because as interest rates increase,  the underlying  payments by the
borrower increase,  thus increasing the potential for default. At the same time,
the  marketability  of the underlying  collateral  may be adversely  affected by
higher interest  rates.  Upward  adjustment of the contractual  interest rate is
also limited by the adjustable-rate mortgage loan documents, thereby potentially
limiting their  effectiveness  during periods of rising  interest  rates.  These
risks have not had an adverse effect on the Association.

        Non-Residential   Loans.  The  non-residential   real  estate  portfolio
consisted  primarily  of loans  secured  by  commercial  real  estate and church
property.  Loans secured by church real estate, loans secured by rental property
and loans secured by commercial property may be made in amounts up to 70% of the
appraised value.  Non-residential  lending entails significant  additional risks
when compared with

                                        4


<PAGE>



one- to four-family  residential  lending.  For example,  non-residential  loans
typically  involve larger loan balances to single borrowers or groups of related
borrowers,  the payment  experience on such loans  typically is dependent on the
successful  operation  of the  project  and  these  risks  can be  significantly
impacted by the cash flow of the borrowers  and supply and demand  conditions in
the market for commercial office, retail and warehouse space.

        Multi-Family  Residential  Loans.  The  Association  makes  multi-family
loans,  including loans on apartment complexes.  These loans have a maximum loan
to value ratio of 70%.  Multi-family  loans  generally  provide higher  interest
rates than can be obtained  from  single-family  mortgage  loans.  Multi- family
lending,  however,  entails significant additional risks when compared with one-
to four-family  residential lending.  For example,  multi-family loans typically
involve larger loan balances to single borrowers or groups of related borrowers,
the payment  experience on such loans  typically is dependent on the  successful
operation  of the real  estate  project,  and these  risks can be  significantly
impacted  by  supply  and  demand  conditions  in the  market  for  multi-family
residential units.

        Construction Loans. Construction loans are made on a long term basis and
are  classified  as  construction/permanent  loans.  Approximately  90%  of  the
Association's   construction   loan  portfolio  are  for  the   construction  of
single-family  residential  property and are made to the individuals who will be
the owners and occupants upon  completion of  construction.  These  construction
loans usually require no principal payments during the first 6-12 months,  after
which the payments are set at an amount that will  amortize over the term of the
permanent loan. The terms, including interest rate, of single family residential
construction  loans are the same as those for a loan to purchase or  refinance a
previously constructed single family residence.  The maximum loan to value ratio
for other  construction  loans is dependent on the type of property that will be
constructed.  The  Association  also makes  construction  loans to builders  and
construction loans on non-residential properties.

        Construction  lending is generally considered to involve a higher degree
of  credit  risk  than  long-term  financing  of  residential  properties.   The
Association's  risk of loss on a construction loan is dependent largely upon the
accuracy  of the initial  estimate  of the  property's  value at  completion  of
construction  or  development  and the estimated  cost of  construction.  If the
estimate  of  construction  cost  and the  marketability  of the  property  upon
completion  of the  project  prove  to be  inaccurate,  the  Association  may be
compelled to advance additional funds to complete construction.  Furthermore, if
the  estimate  of  value  proves  to  be  inaccurate,  the  Association  may  be
confronted,  at or prior to the  maturity  of the loan,  with a property  with a
value that is insufficient to assure full repayment.

        Savings Account Loans.  Savings account loans are only made when secured
by a savings account in the  Association  (share loans) and generally have rates
that adjust with the rate on the  underlying  account and are typically  between
two and six percent  above the rate on the  underlying  savings  account.  Share
loans are offered subject to a 90% loan to collateral value limit.

        Loan Approval Authority and Underwriting. All loans of up to $125,000 in
amount must be approved by one or more loan  committees.  Loans for amounts over
$125,000 must be approved by the Board of Directors of the Association.

        Upon  receipt  of  a  completed  loan  application  from  a  prospective
borrower,  a credit  report is  generally  ordered,  income  and  certain  other
information is verified and, if necessary,  additional financial  information is
requested.  An appraisal of the real estate  intended to be used as security for
the proposed  loan is obtained.  Appraisals  are obtained from  independent  fee
appraisers.  For  real  estate  loans  the  Association  requires  either  title
insurance  or a title  opinion.  Borrowers  must also obtain  fire and  casualty
insurance  (for loans on property  located in a flood zone,  flood  insurance is
required) prior to the closing

                                        5


<PAGE>



of the loan.  For loans  where  private  mortgage  insurance  is required by the
Association,  the borrower must also provide an escrow amount for taxes and fire
insurance.

        Loan  Commitments.   The  Association  issues  written   commitments  to
prospective  borrowers  on  all  approved  real  estate  loans.  Generally,  the
commitment  requires  acceptance  within  30 days of the  date of  issuance.  At
September 30, 1996,  the  Association  had $1.6 million of  commitments to cover
originations  and $1.9  million  in  undisbursed  funds  for  loans in  process.
Management believes that virtually all of the Association's  commitments will be
funded.

        Loans to One Borrower.  Regulations  limit  loans-to-one  borrower in an
amount  equal  to  15% of  unimpaired  capital  and  unimpaired  surplus  of the
Association.  The  Association  is authorized to lend up to an additional 10% of
unimpaired  capital  and  unimpaired  surplus  if the loan is fully  secured  by
readily marketable collateral. Savings associations are authorized to make loans
to one borrower, for any purpose, in an amount up to $500,000. The Association's
maximum  loan-to-one  borrower limit was approximately $6.6 million at September
30, 1996.

        At September 30, 1996, the Association's  largest amount of loans to one
borrower  was 55  loans  aggregating  $1.9  million.  All of the  loans  to this
borrower are current.

Non-Performing and Problem Assets

        Loan Delinquencies. The Association's collection procedures provide that
when a mortgage  loan is 30 days past due, a notice of  nonpayment  is sent.  If
payment is still  delinquent  after 45 days,  the customer will receive a letter
and/or  telephone  call and may  receive a visit  from a  representative  of the
Association.  If the delinquency continues,  similar subsequent efforts are made
to eliminate the delinquency.  If the loan continues in a delinquent  status for
60 days past due and no repayment  plan is in effect,  a notice of right to cure
default is mailed to the customer giving 30 additional days to bring the account
current before  foreclosure is commenced.  At September 30, 1996, loans past due
between 30 and 89 days totalled $4.9 million.

        Loans are  reviewed  on a monthly  basis and are  generally  placed on a
non-accrual   status  when  the  loan  becomes  more  than  90  days  delinquent
("non-performing  loans") or when, in the opinion of management,  the collection
of additional  interest is doubtful.  Interest  accrued and unpaid at the time a
loan is placed on non-accrual  status is charged against  interest income by the
establishment  of a  reserve  for  uncollected  interest.  Such  interest,  when
ultimately collected, is credited to income in the period received.

                                        6


<PAGE>



        Non-Performing  Assets.  The  following  table  sets  forth  information
regarding non-performing loans and real estate owned. As of the dates indicated,
the Association had no loans categorized as troubled debt  restructuring  within
the meaning of SFAS 15.
<TABLE>
<CAPTION>

                                     -----------------------------------------------------------------
                                                             At September 30,
                                                            -----------------
                                          1996         1995        1994         1993         1992
                                          ----         ----        ----         ----         ----
                                                          (Dollars in Thousands)

Non-performing loans:
<S>                                       <C>        <C>          <C>          <C>         <C>     
  One- to four-family residential....     $  310     $    242     $    292     $    246    $    478
  Multi-family residential...........         --           77           --           --          --
  Non-residential real estate........         --           --          113          134         118
  Construction.......................         --           --           --           --          --
  Savings account loans..............         --           --           --           --          --
                                         -------      -------      -------      -------     -------
Total non-performing loans...........        310          319          405          380         596
  Real estate owned..................         34           --           38           94         197
                                         -------      -------      -------      -------      ------
Total non-performing assets..........    $   344      $   319      $   443      $   474     $   793
                                          ======       ======       ======       ======      ======
</TABLE>



        Interest income  foregone on loans accounted for on a non-accrual  basis
under  the  original  terms of such  loans  was  immaterial  for the year  ended
September 30, 1996.  Amounts  actually  included in the  Association's  interest
income  for  non-accrual  loans for the year  ended  September  30,  1996  were,
likewise, immaterial.

        Classified Assets. OTS regulations  provide for a classification  system
for problem  assets of insured  institutions  which  covers all problem  assets.
Under this  classification  system,  problem assets of insured  institutions are
classified  as  "substandard,"  "doubtful,"  or "loss."  An asset is  considered
substandard if it is inadequately  protected by the current net worth and paying
capacity of the obligor or of the collateral pledged, if any. Substandard assets
include  those  characterized  by the  "distinct  possibility"  that the insured
institution  will sustain  "some loss" if the  deficiencies  are not  corrected.
Assets  classified  as  doubtful  have all of the  weaknesses  inherent in those
classified  substandard,  with the  added  characteristic  that  the  weaknesses
present  make  "collection  or  liquidation  in full," on the basis of currently
existing facts,  conditions,  and values,  "highly questionable and improbable."
Assets  classified  as loss are  those  considered  "uncollectible"  and of such
little value that their  continuance  as assets without the  establishment  of a
specific  loss  reserve  is not  warranted.  Assets may be  designated  "special
mention"  because  of  potential   weaknesses  that  do  not  currently  warrant
classification in one of the aforementioned categories.

        When  an  insured  institution   classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. An institution's  determination as to the classification of its
assets and the amount of its  valuation  allowances  is subject to review by the
OTS, which may order the  establishment  of additional  general or specific loss
allowances.  A portion of general loss allowances  established to cover possible
losses  related to assets  classified as substandard or doubtful may be included
in determining an institution's  regulatory  capital,  while specific  valuation
allowances for loan losses generally do not qualify as regulatory capital.

                                        7


<PAGE>



        At September  30, 1996,  the  Association  had no assets  classified  as
doubtful or loss but had loans  classified as  substandard in an amount equal to
$310,000. The Association had no special mention loans at that date.

        Foreclosed  Real Estate.  Real estate  acquired by the  Association as a
result of  foreclosure  or by deed in lieu of  foreclosure is classified as real
estate owned until it is sold. After  foreclosure, valuations  are  periodically
performed  by management  and the real  estate is carried at the lower  of  cost
or fair  value, minus estimated cost to sell.

        The  Association  records  loans  as  in-substance  foreclosures  if the
borrower  has  little or no equity in the  property  based  upon its  documented
current fair value,  the  Association  can only expect  repayment of the loan to
come from the sale of the property and if the borrower has effectively abandoned
control of the  collateral or has continued to retain  control of the collateral
but because of the current financial status of the borrower,  it is doubtful the
borrower will be able to repay the loan in the foreseeable future.  In-substance
foreclosures  are accounted  for as real estate  acquired  through  foreclosure,
however, title to the collateral has not been acquired by the Association. There
may be significant other expenses incurred such as legal and other extraordinary
servicing  costs involved with in substance  foreclosures.  The  Association had
foreclosed real estate of approximately $34,000 at September 30, 1996.

        Allowances  for Loan Losses.  It is  management's  policy to provide for
losses on unidentified loans in its loan portfolio.  A provision for loan losses
is charged to  operations  based on  management's  evaluation  of the  potential
losses  that  may  be  incurred  in  the  Association's  loan  portfolio.   Such
evaluation, which includes a review of all loans of which full collectibility of
interest  and   principal  may  not  be   reasonably   assured,   considers  the
Association's  past  loan  loss  experience,  known  and  inherent  risks in the
portfolio,  adverse  situations that may affect the borrower's ability to repay,
estimated value of any underlying collateral, and current economic conditions.

        The  following  table sets  forth the  allocation  of the  Association's
allowance  for loan  losses by loan  category  and the  percent of loans in each
category to total loans  receivable at the dates  indicated.  The portion of the
loan loss allowance allocated to each loan category does not represent the total
available for future losses that may occur within the loan category  because the
total loan loss allowance is a valuation  reserve  applicable to the entire loan
portfolio.
<TABLE>
<CAPTION>
                                                                     At September 30,
                               ------------------------------------------------------------------------------------------- 
                                            1996                            1995                           1994
                                              % of Loans in                   % of Loans in                  % of Loans in
                               Amount of      Each Category     Amount of     Each Category     Amount of    Each Category
                               Allowance     to Total Loans     Allowance    to Total Loans     Allowance   to Total Loans
                               ---------     --------------     ---------    --------------     ---------   --------------
                                                   (Dollars in Thousands)

At end of period allocated to:
<S>                               <C>              <C>             <C>             <C>            <C>             <C>   
Residential one- to four-family   $  85             80.82%          $ 89            79.53%         $  87           77.32%
Residential multi-family....         29               4.42            32              4.67            44             5.03
Non-residential real estate.        102              12.31            93             13.96            84            15.51
Construction................         19               2.34            11              1.65            10             1.90
Savings account loans.......         --                .11            --               .19            --              .24
                                 ------             ------         -----            ------        ------           ------
Total allowance for loan losses  $  235            100.00%         $ 225           100.00%         $ 225          100.00%
                                  =====            ======           ====           ======           ====          ======
</TABLE>




                                        8


<PAGE>



        The  following  table  sets  forth   information  with  respect  to  the
Association's  allowance  for  loan  losses  at the  dates  and for the  periods
indicated:
<TABLE>
<CAPTION>

                                                   Year ended September 30,
                                                   ------------------------
                                            1996            1995             1994
                                            ----            ----             ----
                                                    (Dollars in Thousands)

Allowance balances (at beginning of
<S>                                       <C>               <C>              <C>       
  period)...........................      $     225         $    225         $    206

Provision (credit) for loan losses:
  One- to four-family residential...             (4)               2               23
  Multi-family residential..........             (3)             (12)               2
  Non-residential real estate.......              9                9              (10)
  Construction......................              8                1                4
  Savings account loans.............             --               --               --
Net (Charge-offs) recoveries:
  One- to four-family...............             --               --               --
  Multi-family......................             --               --               --
  Non-residential real estate.......             --               --               --
  Construction......................             --               --               --
  Savings account loans.............             --               --               --
                                            -------         --------         --------
Allowance balance (at end of period)      $     235         $    225         $    225
                                           ========          =======          =======
Allowance for loan losses as a percent
  of total loans outstanding........          0.19%            0.19%            0.21%

</TABLE>



                                        9


<PAGE>



Investment Activities

        General.  The  Association  is required  under  federal  regulations  to
maintain a minimum  amount of liquid  assets  which may be invested in specified
short-term securities and certain other investments and has generally maintained
a  liquidity  portfolio  well in excess of  regulatory  requirements.  Liquidity
levels may be  increased or decreased  depending  upon the yields on  investment
alternatives  and upon  management's  judgment as to the  attractiveness  of the
yields then available in relation to other  opportunities and its expectation of
future yield levels,  as well as  management's  projections as to the short-term
demand  for funds to be used in the  Association's  loan  origination  and other
activities.

        Investment Portfolio.  The following table sets forth the carrying value
of the Company's and the Association's  investment securities,  interest earning
deposits,  federal funds sold and nonmarketable  equity investments at the dates
indicated.  At September 30, 1996, the market value of the investment securities
that are held to maturity was $15.0 million.
<TABLE>
<CAPTION>
                                                       At September 30,
                                            -----------------------------------------
                                            1996             1995             1994
                                            ----             ----             ----
                                                        (In Thousands)

Investment Securities:
<S>                                          <C>              <C>            <C>     
 U.S. Treasury Securities............        $ 2,999          $ 2,993        $     --
 U.S. Agency Securities..............         12,000               --              --
                                              ------          -------         -------
   Total investment securities.......         14,999            2,993              --
 Interest earning deposits...........         33,108           27,472          41,424
 Federal Funds sold..................          2,125              538           1,010
 Federal Home Loan Bank stock........          1,127            1,127           1,127
 Central Service Corporation stock...             44               44              44
                                             -------         --------        --------
  Total..............................        $51,403          $32,174         $43,605
                                              ======           ======          ======
</TABLE>






                                       10


<PAGE>



        The  following  table sets forth  information  regarding  the  scheduled
maturities,  carrying value and weighted  average  yields for the  Association's
investment securities at September 30, 1996.
<TABLE>
<CAPTION>


                                                                          As of September 30, 1996
                   ----------------------------------------------------------------------------------------------------------------
                                             After One Through   After Five Through                            
                      One Year or Less          Five Years            Ten Years           After Ten Years             Total
                      ----------------          ----------            ---------           ---------------       --------------------
                                 Weighted              Weighted               Weighted                Weighted             Weighted
                   Carrying      Average  Carrying      Average  Carrying      Average  Carrying      Average  Carrying    Average
                     Value        Yield     Value        Yield     Value        Yield     Value        Yield    Value       Yield
                     -----        -----     -----        -----     -----        -----     -----        -----    -----       -----

                                                                 (Dollars in Thousands)

<S>                   <C>          <C>     <C>           <C>       <C>         <C>        <C>          <C>       <C>        <C>  
U.S. Treasury 
  securities.......   $ 2,999      7.50%   $     --         -- %   $   --           --%   $   --           -- %  $ 2,999    7.50%
U.S. Agency 
  securities.......        --         --     12,000        6.94        --           --        --           --     12,000     6.94
Interest 
  earning 
  deposits.........    33,108       5.80         --          --        --           --        --           --     33,108     5.80
Federal 
  Funds Sold.......     2,125       5.66         --          --        --           --        --           --      2,125     5.66
Federal Home 
  Loan Bank 
  stock (1)........        --         --         --          --        --           --     1,127         7.21      1,127     7.21
Central Service 
  Corporation
  stock(1).........        --         --         --          --        --           --        44           --         44       --
                      -------      -----     ------       -----     -----         ----    ------         ----     ------     ----
  Total............   $38,232      5.93%    $12,000        6.94%   $   --           --%   $1,171         6.94 %  $51,403    6.19%
                       ======      ====      ======       =====     =====         ====     =====         ====      ======    ====

</TABLE>


(1)  Nonmarketable equity security;  substantially all required to be maintained
     and assumed to mature in periods greater than 10 years.

                                       11


<PAGE>



Sources of Funds

        General.  Deposits are the major  external  source of the  Association's
funds for lending and other investment  purposes.  The Association derives funds
from  amortization  and  prepayment  of  loans  and,  to a much  lesser  extent,
maturities of investment securities, borrowings,  mortgage-backed securities and
operations.  Scheduled loan principal  repayments are a relatively stable source
of  funds,   while  deposit  inflows  and  outflows  and  loan  prepayments  are
significantly influenced by general interest rates and market conditions.

        Deposits.  Consumer and  commercial  deposits are attracted  principally
from within the  Association's  primary  market area  through the  offering of a
selection of deposit  instruments  including  regular  savings  accounts,  money
market accounts,  and term certificate accounts. The Association also offers IRA
accounts.  Deposit account terms vary according to the minimum balance required,
the time period the funds must remain on deposit,  and the interest rate,  among
other factors. At September 30, 1996, the Association had no brokered accounts.

        Certificates of Deposit. The following table indicates the amount of the
Association's  certificates  of deposit of  $100,000  or more by time  remaining
until maturity as of September 30, 1996.

                                                             Certificates
                                                              of Deposits
                                                              -----------

Maturity Period                                             (In Thousands)
Within three months.....................................         $2,010

Three through six months................................          3,576

Six through twelve months...............................          1,493

Over twelve months.................................               2,031
                                                                  -----
                                                                 $9,110
                                                                 ======

Borrowings

        The  Association  may  obtain  advances  from  the  FHLB of  Atlanta  to
supplement its supply of lendable  funds.  Advances from the FHLB of Atlanta are
typically secured by a pledge of the Association's  stock in the FHLB of Atlanta
and a portion  of the  Association's  first  mortgage  loans and  certain  other
assets.  Each FHLB credit program has its own interest rate,  which may be fixed
or variable, and range of maturities.  The Association,  if the need arises, may
also access the discount window of the Board of Governors of the Federal Reserve
System ("Federal  Reserve Board") to supplement its supply of lendable funds and
to meet deposit withdrawal requirements.  At September 30, 1996, the Association
had no borrowings from the FHLB of Atlanta.

Subsidiary Activity

        The  Association  is  permitted  to invest up to 2% of its assets in the
capital  stock of, or secured or unsecured  loans to,  subsidiary  corporations,
with an additional investment of 1% of assets when such additional investment is
utilized primarily for community development purposes. As of September 30, 1996,
the Association does not have any  subsidiaries.  However,  the Association does
have  an  equity  investment  in  Central  Service  Corporation,  a  corporation
operating in Greensboro,  North Carolina that provides data processing  services
for the Association and other savings associations.

                                       12


<PAGE>




Employees

        At September 30, 1996 the Association had 28 full-time and three part-
time employees.  None of the Association's employees are represented by a 
collective bargaining group.    The Association believes that its relationship 
with its employees is good.

Regulation

        Set forth below is a brief  description of certain laws which related to
the  regulation of the Company and the  Association.  The  description  does not
purport  to be  complete  and is  qualified  in its  entirety  by  reference  to
applicable laws and regulations.

Company Regulation

        General.  The  Company is a unitary  savings  and loan  holding  company
subject to regulatory  oversight by the OTS. As such, the Company is required to
register  and  file  reports  with  the OTS and is  subject  to  regulation  and
examination by the OTS. In addition,  the OTS has enforcement authority over the
Company and its non-savings association  subsidiaries,  should such subsidiaries
be formed,  which also permits the OTS to restrict or prohibit  activities  that
are determined to be a serious risk to the subsidiary savings association.  This
regulation  and  oversight  is  intended  primarily  for the  protection  of the
depositors of the  Association  and not for the benefit of  stockholders  of the
Company.

        Qualified  Thrift  Lender  Test.  As a unitary  savings and loan holding
company, the Company generally is not subject to activity restrictions, provided
the  Association  satisfies  the Qualified  Thrift  Lender  ("QTL") test. If the
Company  acquires   control  of  another  savings   association  as  a  separate
subsidiary, it would become a multiple savings and loan holding company, and the
activities  of  the  Company  and  any  of  its  subsidiaries  (other  than  the
Association or any other SAIF-insured  savings association) would become subject
to  restrictions   applicable  to  bank  holding  companies  unless  such  other
associations  each also  qualify  as a QTL and were  acquired  in a  supervisory
acquisition.  See "-  Regulation of the  Association  - Qualified  Thrift Lender
Test."

Regulation of the Association

        General. As a federally chartered, SAIF-insured savings association, the
Association is subject to extensive  regulation by the OTS and the FDIC. Lending
activities and other  investments must comply with various federal statutory and
regulatory  requirements.  The  Association  is also subject to certain  reserve
requirements promulgated by the Federal Reserve Board.

        The  OTS,  in  conjunction  with  the  FDIC,   regularly   examines  the
Association  and prepares  reports for the  consideration  of the  Association's
Board of  Directors  on any  deficiencies  that are  found in the  Association's
operations.  The Association's relationship with its depositors and borrowers is
also  regulated to a great extent by federal and state law,  especially  in such
matters as the  ownership  of savings  accounts  and the form and content of the
Association's mortgage documents.

        The  Association  must file reports with the OTS and the FDIC concerning
its  activities  and financial  condition,  in addition to obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their supervisory and enforcement activities

                                       13


<PAGE>



and examination policies,  including policies with respect to the classification
of assets and the  establishment  of adequate loan loss reserves for  regulatory
purposes.  Any change in such regulations,  whether by the OTS, the FDIC, or the
Congress could have a material  adverse impact on the Company,  the Association,
and their operations.

        Insurance of Deposit Accounts.  The  Association's  deposit accounts are
insured by the SAIF to a maximum of $100,000 for each insured member (as defined
by law and regulation).  If an institution has no tangible capital, the FDIC has
the  authority,  should it initiate  proceedings  to terminate an  institution's
deposit insurance, to suspend the insurance of any such institution. However, if
a  savings   association  has  positive  capital  when  it  includes  qualifying
intangible  assets,  the FDIC cannot suspend  deposit  insurance  unless capital
declines  materially,  the  institution  fails  to  enter  into  and  remain  in
compliance with an approved  capital plan, or the institution is operating in an
unsafe or unsound manner.

        Regardless of an institution's capital level,  insurance of deposits may
be  terminated  by the FDIC upon a finding that the  institution  has engaged in
unsafe or unsound  practices,  is in an unsafe or unsound  condition to continue
operations,  or has violated any  applicable  law,  regulation,  rule,  order or
condition imposed by the FDIC or the institution's  primary regulator.  The FDIC
may also  prohibit  an  insured  depository  institution  from  engaging  in any
activity  the  FDIC  determines  to  pose a  serious  threat  to the  SAIF.  The
management  of the  Association  is  unaware  of  any  practice,  condition,  or
violation that might lead to termination of its deposit insurance.

        The FDIC  charges an annual  assessment  for the  insurance  of deposits
based on the risk a particular  institution poses to its deposit insurance fund.
Under this system,  a savings  association pays within a range of 23 cents to 31
cents per $100 of  domestic  deposits,  depending  upon the  institution's  risk
classification.  This risk  classification is based on an institution's  capital
group and supervisory subgroup assignment.  In addition,  the FDIC is authorized
to increase such deposit insurance rates on a semi-annual basis if it determines
that such  action is  necessary  to cause the  balance  in the SAIF to reach the
designated  reserve ratio of 1.25% of SAIF-insured  deposits within a reasonable
period of time. The SAIF was substantially underfunded at September 30, 1996. In
addition,  the FDIC may  impose  special  assessments  on SAIF  members to repay
amounts borrowed from the U.S. Treasury or for any other reason deemed necessary
by the FDIC. The Association's federal deposit insurance premium expense for the
year ended September 30, 1996 amounted to approximately $334,000. By comparison,
at September  30, 1996,  members of the BIF were  required to pay  substantially
lower, or virtually no, federal deposit insurance premiums.

        Effective  September  30,  1996,  federal  law was  revised to mandate a
one-time  special  assessment  on  SAIF  members  such  as  the  Association  of
approximately .657% of deposits held on March 31, 1995. The Association recorded
a $792,868  pre-tax  expense for this assessment at September 30, 1996, and such
assessment is payable on November 27, 1996.  Beginning January 1, 1997,  deposit
insurance   assessments   for  SAIF  members  are  expected  to  be  reduced  to
approximately  .064% of  deposits  on an annual  basis  through the end of 1999.
During this same period,  BIF members are expected to be assessed  approximately
 .013% of deposits.  Thereafter,  assessments  for BIF and SAIF members should be
the  same  and the  SAIF  and BIF  may be  merged.  It is  expected  that  these
continuing  assessments  for  both  SAIF and BIF  members  will be used to repay
outstanding Financing Corporation bond obligations.

        Regulatory Capital Requirements. OTS capital regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of total adjusted assets,  (2) a leverage ratio (core capital) equal to at least
3% of total adjusted assets, and (3) a risk-based  capital  requirement equal to
8.0% of total risk-weighted assets.

                                       14


<PAGE>



        Dividend and Other Capital  Distribution  Limitations.  OTS  regulations
require the  Association  to give the OTS 30 days advance notice of any proposed
declaration of dividends to the Company, and the OTS has the authority under its
supervisory powers to prohibit the payment of dividends to the Company.

        OTS regulations  impose  limitations  upon all capital  distributions by
savings  institutions,  such  as  cash  dividends,  payments  to  repurchase  or
otherwise acquire its shares, payments to shareholders of another institution in
a cash-out  merger and other  distributions  charged against  capital.  The rule
establishes  three tiers of  institutions,  based primarily on an  institution's
capital  level.  An  institution  that  exceeds  all  fully  phased-in   capital
requirements  before  and  after  a  proposed  capital   distribution  ("Tier  1
institution")  and has not  been  advised  by the OTS that it is in need of more
than the normal  supervision can, after prior notice but without the approval of
the OTS, make capital  distributions during a calendar year equal to the greater
of (i) 100% of its net income to date during the  calendar  year plus the amount
that would reduce by one-half its "surplus  capital  ratio" (the excess  capital
over its fully phased-in capital  requirements) at the beginning of the calendar
year,  or (ii) 75% of its net income over the most recent four  quarter  period.
Any additional capital  distributions  require prior regulatory approval.  As of
September 30, 1996, the Association  was a Tier 1 institution.  In the event the
Association's  capital  fell below its fully  phased-in  requirement  or the OTS
notified  it  that  it  was  in  need  of  more  than  normal  supervision,  the
Association's  ability to make capital  distributions  could be  restricted.  In
addition,  the  OTS  could  prohibit  a  proposed  capital  distribution  by any
institution,  which would otherwise be permitted by the  regulation,  if the OTS
determines  that  such  distribution  would  constitute  an  unsafe  or  unsound
practice.

        Qualified Thrift Lender Test. Savings institutions must meet a QTL test.
If  the  Association   maintains  an  appropriate   level  of  Qualified  Thrift
Investments (primarily residential mortgages and related investments,  including
certain mortgage-related  securities) ("QTIs") and otherwise qualifies as a QTL,
it will continue to enjoy full  borrowing  privileges  from the FHLB of Atlanta.
The  required  percentage  of QTIs is 65% of  portfolio  assets  (defined as all
assets minus intangible  assets,  property used by the institution in conducting
its business and liquid assets equal to 20% of total assets). Certain assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs. As of September 30, 1996,  the  Association  was in compliance
with its QTL requirement with 90.38% of its assets invested in QTIs.

        Federal Home Loan Association System. The Association is a member of the
FHLB of Atlanta,  which is one of 12 regional  FHLBs that  administers  the home
financing credit function of savings associations. Each FHLB serves as a reserve
or  central  bank for its  members  within  its  assigned  region.  It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB  System.  It makes loans to members  (i.e.,  advances) in  accordance  with
policies and procedures established by the Board of Directors of the FHLB.

        As a member,  the Association is required to purchase and maintain stock
in the FHLB of Atlanta in an amount equal to at least 1% of its aggregate unpaid
residential  mortgage loans, home purchase  contracts or similar  obligations at
the beginning of each year.

        Federal  Reserve   System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction  accounts (primarily  checking,  NOW, and Super
NOW checking accounts) and non-personal time deposits. The balances

                                       15


<PAGE>



maintained to meet the reserve requirements imposed by the Federal Reserve Board
may be used to satisfy the liquidity  requirements  that are imposed by the OTS.
At September 30, 1996,  the  Association  was in  compliance  with these Federal
Reserve Board requirements.

Item 2. Properties
------------------

        The Association  operates from its main office,  two full service branch
offices and one loan office.

Item 3. Legal Proceedings
-------------------------

        There are  various  claims  and  lawsuits  in which the  Company  or the
Association  are  periodically  involved,  such  as  claims  to  enforce  liens,
condemnation  proceedings on properties in which the Association  holds security
interests, claims involving the making and servicing of real property loans, and
other  issues  incident  to  the  Association's  business.  In  the  opinion  of
management,  no material  loss is expected  from any of such  pending  claims or
lawsuits.

Item  4.  Submission of Matters to a Vote of Security Holders
-------------------------------------------------------------

        No matter was submitted to a vote of security  holders during the fourth
quarter of the fiscal year.

Executive Officers of the Company Who Are Not Directors

     Name and Title                          Age(1)  
     --------------                          ------
     
     Allen Lloyd                               43
     Secretary
     
     Jerry M. Robertson                        54
     Vice President and Treasurer

---------------
(1)     As of September 30, 1996.

Allen Lloyd has been the  Secretary of the  Association  since 1983 and has held
the same position with the Company since December 1995.

Jerry Robertson has been Vice President and Treasurer of the  Association  since
1983 and has held the same position with the Company since December 1995.

                                     PART II

Item  5.  Market for Registrant's Common Equity and Related Stockholder Matters
-------------------------------------------------------------------------------
        The  information  contained  under the section  captioned  "Common Stock
Information" on page 40 of the Company's  Annual Report to Stockholders  for the
fiscal year ended  September  30, 1996 (the "Annual  Report"),  is  incorporated
herein by reference.

                                       16


<PAGE>



Item 6.  Selected Financial Data
--------------------------------

        The  information  contained  in  the  section  captioned  "Green  Street
Financial  Corp  Selected  Financial  Data" on page 1 of the  Annual  Report  is
incorporated herein by reference.

Item  7. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

        The  information  contained  in  the  section  captioned   "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  on
pages 3 to 13 of the Annual Report is incorporated herein by reference.

Item  8.  Financial Statements and Supplementary Data
-----------------------------------------------------

        The  Registrant's   financial   statements  listed  under  Item  14  are
incorporated herein by reference.

Item  9.  Changes  in and  Disagreements  with  Accountants  On  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosure.
---------------------

        Not applicable.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------

        The information  contained under the sections  captioned  "Section 16(a)
Beneficial Ownership Reporting  Compliance" and "I - Information with Respect to
Nominees for Director,  Directors Continuing in Office, and Executive Officers -
Election  of  Directors"  and  "  -  Biographical  Information"  in  the  "Proxy
Statement".

Item 11.  Executive Compensation
--------------------------------

        The  information  contained  in  the  section  captioned  "Director  and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

        (a)    Security Ownership of Certain Beneficial Owners

               Information  required  by this  item is  incorporated  herein  by
               reference  to the  first  chart  in the  section  captioned  "I -
               Information  with  Respect to Nominees  for  Director,  Directors
               Continuing  in  Office,  and  Executive  Officers"  in the  Proxy
               Statement.

        (b)    Security Ownership of Management

               Information  required  by this  item is  incorporated  herein  by
               reference  to the  first  chart  in the  section  captioned  "I -
               Information  with  Respect to Nominees  for  Director,  Directors
               Continuing  in  Office,  and  Executive  Officers"  in the  Proxy
               Statement.

                                       17


<PAGE>



        (c)    Management of the Registrant knows of no arrangements,  including
               any pledge by any person of  securities  of the  Registrant,  the
               operation of which may at a subsequent date result in a change in
               control of the Registrant.

Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

        The  information  required  by  this  item  is  incorporated  herein  by
reference  to  the  section   captioned   "Certain   Relationships  and  Related
Transactions" in the Proxy Statement.

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

        (a)    The following documents are filed as a part of this report:

               1.  The  following   financial   statements  and  the  report  of
independent  accountants of the Registrant  included in the Registrant's  Annual
Report to  Stockholders  for the  fiscal  year  ending  September  30,  1996 are
incorporated herein by reference.

        Report of Independent Auditors

        Consolidated  Statements of Financial Condition as of September 30, 1996
and 1995.

        Consolidated  Statements  of Income for the Years  Ended  September  30,
1996, 1995 and 1994.

        Consolidated  Statements  of  Stockholders'  Equity for the Years  Ended
        September 30, 1996, 1995 and 1994.

        Consolidated  Statements of Cash Flows for the Years Ended September 30,
1996, 1995 and 1994.

        Notes to Consolidated Financial Statements.

               2. Other than as set forth below,  Financial  Statement Schedules
for which  provision is made in the  applicable  accounting  regulations  of the
Securities  and Exchange  Commission  ("SEC") are not required under the related
instructions or are inapplicable and therefore have been omitted.

               3.     Exhibits

        The following Exhibits are filed as part of this report:

                3(i)  Articles of Incorporation of Green Street Financial Corp *

                3(ii) Bylaws of Green Street Financial Corp *

               10.1   Form of Employment Agreement with H.D. Reaves, Jr., Jerry 
                      Robertson and Allen Lloyd *

               10.6   1996 Stock Option Plan **

               10.7   Restricted Stock Plan and Trust Agreement **

                                       18


<PAGE>



               11     Earnings Per Share Computation

               13     Annual Report to Stockholders for the fiscal year ended 
                      September 30, 1996

               21     Subsidiaries of the Registrant

               27     Financial Data Schedule ***

---------------------
*       Incorporated by reference to the registration statement on Form S-1 
        (File No. 33-80485) declared effective by the SEC on February 12, 1996.

**      Incorporated by reference to the proxy statement for the special meeting
        of  stockholders on October 17, 1996 and filed with the SEC on September
        6, 1996.

***     Only included in electronic filing.

               (b)    A Form 8-K was filed on July 2, 1996 in connection  with a
                      declaration of a cash dividend on June 26, 1996

                                       19


<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its   behalf   by   the   undersigned,   thereunto   duly   authorized   as   of
December 26, 1996.

                     GREEN STREET FINANCIAL CORP

                     By:   /s/H. D. Reaves, Jr.
                           H. D. Reaves, Jr.

                           President, Chief Executive Officer and Director
                           (Duly Authorized Representative)

        Pursuant to the requirement of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated as of December 26, 1996.


/s/H. D. Reaves, Jr.                   /s/John C. Pate
----------------------------------     ----------------------------------------
H. D. Reaves, Jr.                      John C. Pate
President, Chief Executive Officer     Senior Vice President and Director
and Director                           (Principal Financial Officer)
(Principal Executive Officer)


/s/Robert O. McCoy, Jr.                /s/Jerry Robertson
----------------------------------     ----------------------------------------
Robert O. McCoy, Jr.                   Jerry Robertson
Chairman of the Board and Director     Vice President and Treasurer
                                       (Principal Accounting Officer)


/s/Norwood K. Bryan, Jr.               /s/Henry G. Hutaff, Sr.
----------------------------------     ----------------------------------------
Norwood E. Bryan, Jr.                  Henry G. Hutaff, Sr.
Director                               Vice Chairman of the Board and Director


/s/Joseph H. Hollinshed                /s/John M. Grantham
----------------------------------     ----------------------------------------
Joseph H. Hollinshed                   John M. Grantham
Director                               Senior Vice President and Director


/s/Robert G. Ray                       /s/Henry W. Holt
----------------------------------     ----------------------------------------
Robert G. Ray                          Henry W. Holt
Director                               Director