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

         For the fiscal year ended   September 30, 1998  
                                     ------------------

[ ]  Transition  report  pursuant  to  section  13 or  15(d) of  the  Securities
     Exchange  Act of 1934  For the  transition  period  from to .  ------------
     ------------

Commission File No. 0-27620
                           GREEN STREET FINANCIAL CORP
                     --------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

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

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

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

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

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

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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of 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 and non-voting  common equity
held by  non-affiliates  of the  registrant,  based on the average bid and asked
price of the  registrant's  Common Stock on December 1, 1998, was  approximately
$54.3 million.

     As of December 1, 1998, there were issued and outstanding  4,083,219 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, 1998. (Parts II, III and IV)

2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders  for
     the Fiscal Year ended September 30, 1998. (Part III)



                                        1

<PAGE>



                                     PART I


         GREEN STREET  FINANCIAL CORP (THE "COMPANY") MAY FROM TIME TO TIME MAKE
WRITTEN OR ORAL "FORWARD-LOOKING STATEMENTS",  INCLUDING STATEMENTS CONTAINED IN
THE COMPANY'S  FILINGS WITH THE  SECURITIES AND EXCHANGE  COMMISSION  (INCLUDING
THIS ANNUAL  REPORT ON FORM 10-K AND THE  EXHIBITS  THERETO),  IN ITS REPORTS TO
STOCKHOLDERS AND IN OTHER COMMUNICATIONS BY THE COMPANY,  WHICH ARE MADE IN GOOD
FAITH BY THE COMPANY  PURSUANT TO THE "SAFE  HARBOR"  PROVISIONS  OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

         THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES,  SUCH
AS STATEMENTS OF THE COMPANY'S PLANS,  OBJECTIVES,  EXPECTATIONS,  ESTIMATES AND
INTENTIONS,  THAT ARE SUBJECT TO CHANGE BASED ON VARIOUS IMPORTANT FACTORS (SOME
OF WHICH ARE BEYOND THE COMPANY'S CONTROL). THE FOLLOWING FACTORS, AMONG OTHERS,
COULD CAUSE THE COMPANY'S  FINANCIAL  PERFORMANCE TO DIFFER  MATERIALLY FROM THE
PLANS,  OBJECTIVES,  EXPECTATIONS,  ESTIMATES AND  INTENTIONS  EXPRESSED IN SUCH
FORWARD-LOOKING STATEMENTS; THE STRENGTH OF THE UNITED STATES ECONOMY IN GENERAL
AND  THE  STRENGTH  OF  THE  LOCAL  ECONOMIES  IN  WHICH  THE  COMPANY  CONDUCTS
OPERATIONS;  THE EFFECTS OF, AND CHANGES IN, TRADE, MONETARY AND FISCAL POLICIES
AND LAWS,  INCLUDING  INTEREST  RATE  POLICIES OF THE BOARD OF  GOVERNORS OF THE
FEDERAL  RESERVE  SYSTEM,   INFLATION,   INTEREST  RATES,  MARKET  AND  MONETARY
FLUCTUATIONS;  THE TIMELY  DEVELOPMENT  OF AND  ACCEPTANCE  OF NEW  PRODUCTS AND
SERVICES OF THE COMPANY AND THE PERCEIVED  OVERALL  VALUE OF THESE  PRODUCTS AND
SERVICES BY USERS,  INCLUDING  THE  FEATURES,  PRICING  AND QUALITY  COMPARED TO
COMPETITORS'  PRODUCTS AND  SERVICES;  THE  WILLINGNESS  OF USERS TO  SUBSTITUTE
COMPETITORS' PRODUCTS AND SERVICES FOR THE COMPANY'S PRODUCTS AND SERVICES;  THE
SUCCESS OF THE  COMPANY IN  GAINING  REGULATORY  APPROVAL  OF ITS  PRODUCTS  AND
SERVICES,  WHEN REQUIRED;  THE IMPACT OF CHANGES IN FINANCIAL SERVICES' LAWS AND
REGULATIONS   (INCLUDING  LAWS  CONCERNING   TAXES,   BANKING,   SECURITIES  AND
INSURANCE);  TECHNOLOGICAL CHANGES,  ACQUISITIONS;  CHANGES IN CONSUMER SPENDING
AND  SAVING  HABITS;  AND THE  SUCCESS  OF THE  COMPANY  AT  MANAGING  THE RISKS
RESULTING FROM THESE FACTORS.

         THE COMPANY  CAUTIONS THAT THE LISTED  FACTORS ARE NOT  EXCLUSIVE.  THE
COMPANY DOES NOT  UNDERTAKE  TO UPDATE ANY  FORWARD-LOOKING  STATEMENT,  WHETHER
WRITTEN  OR ORAL,  THAT MAY BE MADE  FROM  TIME TO TIME BY OR ON  BEHALF  OF THE
COMPANY.


Item 1.  Business

General

         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").

                                        2

<PAGE>



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.

         The  Association,  a  federally  chartered  stock  savings  association
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  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

     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,
                                     --------------------------------------------------------
                                           1998              1997                1996
                                     ----------------   ---------------    -----------------
                                     Amount   Percent   Amount   Percent   Amount    Percent
                                     ------   -------   ------   -------   ------    -------
                                                      (Dollars in thousands)
Type of Loans:
<S>                               <C>        <C>     <C>        <C>     <C>          <C>   
  Residential 1- to 4-family......  $108,739   80.96%  $106,084   80.57%  $102,011     80.82%
  Residential multi-family........     7,627    5.68      7,527    5.72      5,579      4.42
  Non-residential real estate.....    14,455   10.76     14,172   10.76     15,544     12.31
  Construction....................     2,845    2.12      3,445    2.62      2,948      2.34
  Installment account loans.......       649     .48        434     .33        142      0.11
                                     -------  ------    -------  ------    -------      ----
                                     134,315  100.00%   131,662  100.00%   126,224    100.00%
                                     =======  ======    =======  ======    =======    ======

Less:
  Unearned fees and discounts.....       936                965                931
  Loans in process................     1,426              1,496              1,910
  Allowance for losses............       255                255                235
                                     -------           --------            -------
                                       2,617              2,176             3,076
                                     -------           --------            -------

Total loans receivable, net.......  $131,698           $128,946           $123,148
                                     =======            =======            =======
</TABLE>



                                        3

<PAGE>





Loan Maturity Tables

         The  following   table  sets  forth  the  estimated   maturity  of  the
Association's  loan  portfolio at September 30, 1998. The table does not include
prepayments  or  scheduled  principal  repayments.   Prepayments  and  scheduled
principal repayments on loans totalled  approximately $20.7 million for the year
ended September 30, 1998.
                                          Due after
                             Due within   1 through    Due after
                               1 year      5 years      5 years      Total
                               ------      -------      -------      -----
                                             (In thousands)

  Residential 1- to 4-family.. $  116      $3,504      $105,119     $108,739
  Residential multi-family....     --          16         7,611        7,627
  Non-residential real estate.     36       1,925        12,494       14,455
  Construction................     --          --         2,845        2,845
  Installment account loans...    649          --            --          649
                                -----      ------       -------      -------
                               $  801      $5,445      $128,069     $134,315
                                =====       =====       =======      =======



         The following table sets forth the dollar amount of all loans due after
September  30, 1999,  which have  pre-determined  interest  rates and which have
floating or adjustable interest rates.

                                                  Floating or
                                  Fixed Rates   Adjustable Rates       Total
                                  -----------   ----------------       -----
                                                (In thousands)
Residential 1- to 4-family....     $74,538          $34,085          $108,623
Residential multi-family......       1,209            6,418             7,627
Non-residential real estate...       5,693            8,726            14,419
Construction..................       2,845               --             2,845
                                    ------           ------           -------
  Total.......................     $84,285          $49,229          $133,514
                                    ======           ======           =======



         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, with lending amounts of over $240,000,  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.

         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

                                        4

<PAGE>



most loans having  terms of between 15 and 30 years.  The  Association  sets the
maximum loan term based on a dollar amount.

         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 loan portfolio
consists  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  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.  Multifamily
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.


                                        5

<PAGE>



         Installment Account Loans. The Association's  installment account loans
consist of home equity loans secured by second  mortgages on single family loans
in the  Association's  market area and savings account loans.  Home equity loans
generally are limited to 80% of the appraised value of the residence.

         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 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, 1998,  the  Association  had $1.9 million of  commitments to cover
originations  and $1.4  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  $6.8 million at September
30, 1998. At September 30, 1998,  the  Association's  largest amount of loans to
one borrower was 53 loans  aggregating  $1.6  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.

         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

                                        6

<PAGE>



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.

         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,
                                      --------------------------------------------------
                                        1998      1997       1996      1995       1994
                                        ----      ----      ----       ----       ----
                                                     (Dollars in thousands)
<S>                                 <C>       <C>        <C>       <C>        <C>    
Non-performing loans:
  One- to four-family residential..   $  196    $  173     $  310    $   242    $   292
  Multi-family residential.........       --        --         --         77         --
  Non-residential real estate......       --        --         --         --        113
  Construction.....................       --        --         --         --         --
  Installment account loans........       --        --         --         --         --
                                      ------    ------    -------    -------    -------
Total non-performing loans.........      196       173        310        319        405
Real estate owned..................       --        --         34         --         38
                                      ------    ------    -------    -------    -------
Total non-performing assets........   $  196    $  173    $   344    $   319    $   443
                                       =====     =====     ======     ======     ======
</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, 1998.  Amounts  actually  included in the  Association's  interest
income  for  non-accrual  loans for the year  ended  September  30,  1998,  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

                                        7

<PAGE>



institution's  regulatory capital,  while specific valuation allowances for loan
losses generally do not qualify as regulatory capital.

         In accordance with its classification of assets policy, the Association
regularly  reviews the problem assets in its portfolio to determine  whether any
assets require classification in accordance with applicable regulations.  On the
basis  of  management's  review  of its  assets,  at  September  30,  1998,  the
Association had $230,000 of assets classified as substandard.

         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.  Real estate  acquired in  settlement of loans is
initially  recorded at fair value at the date of foreclosure  establishing a new
cost  basis.  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.

         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  allowance  by
category,  which  management  believes can be allocated  only on an  approximate
basis.  The  allocation  of the  allowance to each  category is not  necessarily
indicative  of future loss and does not  restrict  the use of the  allowance  to
absorb losses in any category.
<TABLE>
<CAPTION>
                                                                       At September 30,
                                   -------------------------------------------------------------------------------------------
                                                 1998                        1997                         1996
                                   --------------------------------  ----------------------------- ---------------------------
                                                     % 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)
<S>                                     <C>            <C>           <C>         <C>             <C>            <C>   
Residential one- to four-family...        $  105         80.96%      $   93        80.57%         $   85          80.82%
Residential multi-family..........            46          5.68           47         5.72              29           4.42
Non-residential real estate.......            87         10.76           91        10.76             102          12.31
Construction......................            17          2.12           24         2.62              19           2.34
Installment loans.................            --           .48           --          .33              --            .11
                                           -----        ------       ------       ------          ------         ------
Total allowance for loan losses...        $  255        100.00%      $  255       100.00%         $  235         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:

                                                  Year ended September 30,
                                              -------------------------------
                                               1998       1997          1996
                                               ----       ----          ----
                                                  (Dollars in thousands)

Allowance balances (at beginning of period).   $ 255      $ 235        $ 225
Provision (credit) for loan losses:
  One- to four-family residential...........      --          8           (4)
  Multi-family residential..................      --         18           (3)
  Non-residential real estate...............      --       (11)            9
  Construction..............................      --          5            8
  Installment loans.........................      --         --           --
Net (charge-offs) recoveries:                     --
  One- to four-family.......................      --         --           --
  Multi-family..............................      --         --           --
  Non-residential real estate...............      --         --           --
  Construction..............................      --         --           --
  Installment loans.........................      --         --           --
                                                ----       ----         ----
Allowance balance (at end of period).......    $ 255      $ 255        $ 235
                                                ====       ====         ====
Allowance for loan losses as a percent
  of total loans outstanding................   0.19%      0.19%         0.19%


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, 1998, the market value of the investment securities
that are held-to-maturity was $9.0 million.

                                                  At September 30,
                                     ----------------------------------------
                                        1998            1997           1996
                                     -----------    -----------      --------
                                                    (In thousands)
Investment securities:               
 U.S. Treasury securities.......... $      --       $      --        $  2,999
 U.S. Agency securities............     9,000          13,500          12,000
                                       ------          ------          ------
   Total investment securities.....     9,000          13,500          14,999
 Interest earning deposits.........    27,818          29,414          33,108
 Federal Funds sold................     1,473           3,118           2,125
 Federal Home Loan Bank stock......     1,145           1,127           1,127
 Central Service Corporation stock.        --              44              44
                                     --------        --------         -------
  Total............................ $  39,436       $  47,203        $ 51,403
                                       ======          ======          ======



                                        9

<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, 1998.
<TABLE>
<CAPTION>
                                                    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. Agency securities...... $      --      --      $6,000     6.65%   $3,000      6.38%   $   --      --      $ 9,000     6.56%
Interest earning deposits...    27,818    5.55%         --       --        --        --        --      --       27,818     5.55%
Federal Funds sold..........     1,473    5.59%         --       --        --        --        --      --        1,473     5.59%
Federal Home Loan Bank
   stock (1)................        --      --          --       --        --        --     1,145    7.23%       1,145     7.23%
   -------------------------    ------    ----       -----     ----     -----      ----     -----    ----       ------     ---- 

 Total.....................  $  29,291    5.55%     $6,000     6.65%   $3,000      6.38%   $1,145    7.23%     $39,436     5.83%
                                ======    ====       =====     ====     =====      ====     =====    ====       ======     ====

</TABLE>

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


                                       10

<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, 1998, 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, 1998.

                                   Certificates
                                   of Deposits
                                   -----------
Maturity Period                   (In thousands)
---------------

Within three months..........        $  2,786
Three through six months.....           2,797
Six through twelve months....           2,550
Over twelve months...........           3,228
                                      -------
                                     $ 11,361
                                      =======

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, 1998, the Association
had no borrowings from the FHLB of Atlanta.

Employees

         At September 30, 1998, the Association had 28 full-time and 4 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.


                                       11

<PAGE>



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.  Set forth below is a brief  description  of certain laws that
relate to the regulation of the Association. The description does not purport to
be complete and is qualified in its entirety by reference to applicable laws and
regulation.  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 and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.


                                       12

<PAGE>



         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). 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.

         Prior to January 1, 1997, as a member of the SAIF, the Association paid
an  insurance  premium  to the FDIC  equal to a  minimum  of 0.23% of its  total
deposits.  The FDIC also maintains  another  insurance  fund, the Bank Insurance
Fund ("BIF"),  which primarily  insures  commercial bank deposits.  In 1996, the
annual insurance  premium for most BIF members was lowered to $2,000.  The lower
insurance  premiums  for  BIF  members  placed  SAIF  members  at a  competitive
disadvantage to BIF members.

         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.  Beginning  January 1,
1997, the deposit insurance  assessment for SAIF members was reduced to .064% of
deposits on an annual  basis  through the end of 1999.  During this same period,
BIF  members  will be  assessed  approximately  .013% of  deposits.  After 1999,
assessments  for BIF and SAIF members  should be the same.  It is expected  that
these continuing assessments for both SAIF and BIF members will be used to repay
outstanding  Financing  Corporation  bond  obligations.  As a  result  of  these
changes,  beginning January 1, 1997, the rate of deposit insurance  assessed the
Association declined by approximately 70%.

         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 4% of total adjusted assets, and (3) a risk-based  capital  requirement
equal to 8.0% of total  risk-weighted  assets. The Association met these capital
standards at September 30, 1998.

         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, 1998, 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

                                       13

<PAGE>



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, 1998,  the  Association  was in compliance
with its QTL requirement with 92.17% of its assets invested in QTIs.

         Federal Home Loan Bank 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  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, 1998, the Association was in compliance with these Federal Reserve
Board requirements.

Executive Officers of the Company Who Are Not Directors

          Name and Title                Age as of September 30, 1998
          --------------                ----------------------------

          Allen Lloyd                                 45
          Vice President and Secretary

          Jerry L. Robertson                          56
          Vice President and Treasurer

          Anthony Strickland                          52
          Vice President

Allen Lloyd has been the  Secretary of the  Association  since 1983 and has held
the same position with the Company since  December  1995.  Mr. Lloyd was elected
Vice President of the Association and the Company in 1998.


                                       14

<PAGE>



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

Anthony Strickland has been Vice President of the Association since 1982 and has
held the same position  with the Company since  December  1995.  Mr.  Strickland
became an executive officer on April 3, 1997.

Item 2. Properties

         The  Association  operates  from its main  office  and one loan  office
located in  Fayetteville,  North  Carolina  and one full service  branch  office
located in Lumberton, North Carolina.

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.


                                     PART II

Item  5.  Market for Registrant's Common Equity and Related Stockholder Matters

         The  information  contained under the section  captioned  "Common Stock
Information" in the Company's  Annual Report to Stockholders for the fiscal year
ended  September  30, 1998 (the  "Annual  Report"),  is  incorporated  herein by
reference.  In addition,  there are 4,083,219 shares of Common Stock outstanding
which were held by approximately 2,100 holders on September 30, 1998.

Item 6.  Selected Financial Data

         The information  contained in the section captioned "Selected Financial
Data" in 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"  in the  Annual  Report  is  incorporated  herein  by
reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     See Management's Discussion and Analysis of Financial Condition and Results
of Operations in the Annual Report.


                                       15

<PAGE>

Item  8.  Financial Statements and Supplementary Data

         The Registrant's financial statements are incorporated by references to
the Annual Report listed under Item 14.

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 1998 Proxy
Statement are incorporated herein by reference.

Item 11.  Executive Compensation

         The  information  contained  in the  section  captioned  "Director  and
Executive  Officer  Compensation"  in the 1998 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 1998
                  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 1998
                  Proxy Statement.

         (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 1998 Proxy Statement.



                                       16

<PAGE>


                                     PART IV

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

          (a) Listed below are all financial  statements  and exhibits  filed as
     part of this report.

               1.   The consolidated statements of financial conditions of Green
                    Street  Financial  Corp and  subsidiary  as of September 30,
                    1998 and 1997,  and the related  consolidated  statements of
                    income,  changes in stockholders'  equity and cash flows for
                    each of the years in the three year period  ended  September
                    30,  1998,   together   with  the  related   notes  and  the
                    independent  auditors'  report of  McGladrey & Pullen,  LLP,
                    independent certified public accountants.

               2.   Schedules omitted as they are not applicable.

               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   Amendment to 1996 Stock Option Plan **
               10.7   Amendment to Restricted Stock Plan and Trust **
               13     Annual  Report  to   Stockholders  for  the  fiscal   year
                      ended September 30, 1998
               21     Subsidiaries  of  the  Registrant  (See Item 1 -  Business
                      - General)
               23     Consent of McGladrey and Pullen, LLP
               27     Financial Data Schedule (electronic filing only)

---------------------
*    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 annual meeting of
     stockholders  on January 28,  1998 and filed with the SEC on  December  15,
     1997.

          (b) No reports  were filed  under  cover of Form 8-K during the fourth
     quarter.

                                       17

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the

                           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 requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated as of December 15, 1998.


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


/s/ Joseph H. Hollingshed              /s/ John H. 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