<PAGE>

                                                                      EXHIBIT 20

                COMMUNITY TRUST FINANCIAL SERVICES CORPORATION


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD APRIL 15, 1998


NOTICE HEREBY IS GIVEN that the 1998 Annual Meeting of Stockholders of Community
Trust Financial Services Corporation (the "Company") will be held in the
Community Room of Community Trust Bank (the "Bank"), 3844 Atlanta Highway,
Hiram, Georgia, on Wednesday, April 15, 1998 at 4:00 p.m., local time, for the
purpose of considering and voting upon:

     1. A proposal to elect three Directors of the Company for terms ending in
     2001.

     2. A proposal to ratify the appointment of Porter Keadle Moore, LLP as
     independent accountants of the Company for the fiscal year ending December
     31, 1998.

     3. Such other business as properly may come before the Annual Meeting or
     any adjournments thereof.

Information relating to the above matters is set forth in the attached Proxy
Statement.  Stockholders of record at the close of business on March 9, 1998 are
entitled to receive notice of and to vote at the Annual Meeting and any
adjournments thereof.


                              By Order of the Board of Directors

                              /s/ Angel J. Byrd

                              Angel J. Byrd
                              Secretary

Hiram, Georgia
March 18, 1998



PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY EXECUTE AND RETURN
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.  IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY CARD AND VOTE IN PERSON IF
YOU SO DESIRE.
<PAGE>

                 COMMUNITY TRUST FINANCIAL SERVICES CORPORATION
                              3844 ATLANTA HIGHWAY
                                 P. O. BOX 1700
                              HIRAM, GEORGIA 30141

                                PROXY STATEMENT
                       FOR ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD APRIL 15, 1998

This Proxy Statement is furnished to the stockholders of Community Trust
Financial Services Corporation (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company to be voted at
the 1998 Annual Meeting of Stockholders and at any adjournments thereof.  The
Annual Meeting will be held on Wednesday, April 15, 1998 in the Community Room
of Community Trust Bank (the "Bank"), 3844 Atlanta Highway, Hiram, Georgia, at
4:00 p.m., local time.

The approximate date on which this Proxy Statement and the accompanying proxy
card are first being sent or given to stockholders is March 18, 1998.

                                     VOTING

GENERAL

The securities which can be voted at the Annual Meeting consist of Common Stock
of the Company, $2.50 par value per share, with each share entitling its owner
to one vote on each matter submitted to the stockholders.  The record date for
determining the holders of Common Stock who are entitled to notice of and to
vote at the Annual Meeting is March 9, 1998.  On the record date, 842,008 shares
of Common Stock were outstanding and eligible to be voted at the Annual Meeting.

QUORUM AND VOTE REQUIRED

The presence, in person or by proxy, of a majority of the outstanding shares of
Common Stock of the Company is necessary to constitute a quorum at the Annual
Meeting.  The affirmative vote of the holders of a majority of the shares of
Common Stock represented in person or by proxy at the Annual Meeting is required
to elect Directors and to ratify the appointment of independent accountants.
These matters are described in the following sections of this Proxy Statement.

PROXIES

In voting with regard to the election of Directors, stockholders may vote in
favor of all nominees, withhold their votes as to all nominees or withhold their
votes as to specific nominees.  With regard to the proposal to ratify the
appointment of independent accountants, stockholders may vote in favor of or
against the proposal or may abstain from voting.  Stockholders should specify
their choices on the accompanying proxy card.  All properly executed proxy cards
delivered by stockholders to the Company in time to be voted at the Annual
Meeting and not revoked will be voted at the Annual Meeting in accordance with
the directions given.  IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD
<PAGE>

TO THE MATTERS TO BE VOTED UPON, THE SHARES REPRESENTED BY A SIGNED PROXY CARD
WILL BE VOTED "FOR" THE ELECTION OF THE THREE NOMINEES NAMED IN PROPOSAL 1 AND
"FOR" PROPOSAL 2, AS SET FORTH ON THE PROXY CARD. If any other matters properly
come before the Annual Meeting, the persons named as proxies will vote upon such
matters according to their judgement. All proxy cards delivered pursuant to this
solicitation are revocable at any time before they are voted at the option of
the persons executing them by giving written notice to the Secretary of the
Company, by delivering a later dated proxy card or by voting in person at the
Annual Meeting.

All expenses incurred in connection with the solicitation of proxies will be
borne by the Company. Such costs include any charges by brokers, fiduciaries and
custodians for forwarding proxy materials to beneficial owners of stock held in
their names.  Solicitation also may be undertaken by mail, telephone and
personal contact by Directors, officers and employees of the Company or the Bank
without additional compensation.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of March 6, 1998 regarding the
ownership of the Company's Common Stock by each person known to the Company to
be the beneficial owner of more than 5% of the Company's Common Stock and by all
of the Directors and Executive Officers of the Company as a group.


                                         AMOUNT AND NATURE
                                         OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER     OWNERSHIP(1)         PERCENT OF CLASS
------------------------------------     -----------------    -----------------
John N. Bleakley (2)
8485 Hay-Renside Circle
Dallas, Georgia 30132                       45,558                  5.41%

Jacquelyn Rogers Chandler
3175 Winding Lake Drive
Gainesville, Georgia 30504                  50,572                  6.01%

All Directors and Executive
Officers as a group
(15 persons)(3)(4)(5)                      154,830                 17.02%


----------------
(1) The stock ownership information shown has been furnished to the Company by
the named persons and group.  Beneficial ownership as reported in the table has
been determined in accordance with Securities and Exchange Commission
regulations and includes shares of the Company's Common Stock as to which a
person possesses sole or shared voting and/or investment power and shares which
may be acquired within 60 days upon the exercise of outstanding stock options.
Except as otherwise referenced in Notes (2) and (3) below, the named persons and
group have sole voting and investment power with regard to the shares shown as
owned by them.

(2) The shares shown include 18,779 shares which are owned by the stockholder's
spouse and 8,000 shares which are held by the stockholder as custodian for his
grandchildren.

(3) The shares shown include 14,405 shares which are held by two Directors
jointly with their spouses, 910 shares which are owned by the spouses of two
Directors, and 300 shares which are held by Directors as trustees for their
children.

(4) The shares shown include 9,544 shares which are subject to options held by
three Executive Officers, and 58,345 shares which are subject to options held by
eight Directors, which such Executive Officers and Directors have the right to
acquire within 60 days

                                       2
<PAGE>

from March 6, 1998.

(5) The shares shown include 6,000 shares held by two individuals who are
Directors of the Bank and not of the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING AND COMPLIANCE


Certain Directors of the Company and the Bank failed to file on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934 during
the most recent fiscal year.  Mr. Austin failed to file in a timely manner one
report relating to one transaction.  Mr. Berry failed to file in a timely manner
three reports relating to three transactions.  Mr. Foster failed to file one
report in a timely manner relating to one transaction.  Mr. Helms failed to file
one report in a timely manner relating to one transaction.  Mr. Russ Parker, a
Director of the Bank, failed to file one report in a timely manner relating to
one transaction.  Other than as described above, to the knowledge of the
Company, each person who, at any time during the year ended December 31, 1997,
was a Director, Executive Officer, or beneficial owner of more than ten percent
of the Company's Common Stock filed, on a timely basis, all reports required to
be filed by them, during such year, pursuant to Section 16(a) of the Securities
Exchange Act of 1934.


                       PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES

The Bylaws of the Company provide that the Board of Directors shall consist of
at least three, but not more than ten members, with the precise number of
Directors to be fixed by resolution of the Board of Directors.  The Bylaws of
the Company also provide that the Board of Directors shall be divided into three
classes as nearly equal in number as possible.  The members of each class are
elected for a term of three years and until their successors are elected and
qualified with one class of Directors being elected by ballot annually.
Additionally, the Bylaws of the Company provide that any vacancy occurring in
the Board of Directors may be filled by a person selected by the affirmative
vote of a majority of the remaining Directors.  A Director selected to fill a
vacancy serves for the unexpired term of such Director's predecessor; provided,
however, that a vacancy resulting from an increase in the size of the Board of
Directors may be filled by a person whose term of office must expire at the next
election of Directors by the shareholders.

In accordance with the Bylaws, the Board of Directors has set the number of
Directors at nine and has nominated the three persons named below to serve as
Directors until the 2001 Annual Meeting of Stockholders and until their
respective successors are elected.  Of the three nominees, Messrs. Helms and
Rampley  have served continuously as members of the Board of Directors of the
Company since the organization of the Company in October 1988.  Mr. Berry has
served as a member of the Board of Directors of the Company since his
appointment on May 21, 1997.  In May 1997, the Board of Directors elected to
increase the size of the Board from eight to nine members.  Mr, Berry was
selected by the Board to fill the vacancy resulting from this increase in the
size of the Board.

Each of the nominees has consented, if re-elected as a Director of the Company,
to serve until his or her term expires.  However, if any of the nominees should
become unavailable to serve for any reason (which is not anticipated), the Board
of Directors, in its discretion, may designate a substitute

                                       3
<PAGE>

nominee or nominees (in which event the persons named in the enclosed proxy card
will vote all valid proxy cards for the election of such substitute nominee or
nominees), may allow the vacancy or vacancies to remain open until a suitable
candidate or candidates are located or may, by resolution, reduce the authorized
number of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO ELECT THE THREE NOMINEES LISTED BELOW AS DIRECTORS OF THE COMPANY TO
HOLD OFFICE UNTIL THE 2001 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR
SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

The following table sets forth certain information as of March 6, 1998 about
each of the Directors of the Company, including the three nominees for Director.


                                                        AMOUNT AND NATURE OF
                   INFORMATION                          BENEFICIAL OWNERSHIP(1)
NAME AND AGE       ABOUT NOMINEES                             (% OF CLASS)
------------       --------------                       -----------------------

                  NOMINEES FOR DIRECTOR (TERM EXPIRING 2001)



George Berry    Mr. Berry has served as a Director               1,000
(60)            of the Company since he was appointed (*)
                by the Board of Directors in May 1997.
                Mr. Berry has served as Senior
                Vice-President of Cousins Properties Inc.,
                a real estate development firm, since
                April 1990.  Prior to April 1990, Mr. Berry
                served as Commissioner of the Dept. of
                Industry, Trade, and Tourism for the State
                of Georgia.  He also served as Chairman of
                the Metropolitan Atlanta Olympic Games
                Authority from 1993 to 1996.

John Helms      Mr. Helms is a Director of the                  17,099(2)
(68)            Company and the Bank and previously              (2.02%)
                served as Chairman of the Board of the
                Company and the Bank from April 1993 to
                April 1994.  Mr. Helms owned and operated
                Helms Brothers Well Boring Company in
                Villa Rica, Georgia from1958 until February
                1990.  He retired in January 1993 as Chairman
                of the Paulding County Commission in which
                capacity he had served since January 1989.

----------------------
* Less than one percent

(1) The stock ownership information shown has been furnished to the Company by
the named persons.  Beneficial ownership as reported in the table has been
determined in accordance with Securities and Exchange Commission regulations and
includes shares of the Company's Common Stock as to which a person possesses
sole or shared voting and/or investment power and shares which may be acquired
within 60 days upon the exercise of outstanding stock options.  Except as
otherwise referenced in Notes (2) through (9) below, the named persons have sole
voting and investment power with regard to the shares shown as owned by them.

(2) Shares shown include 6,405 shares held by the named person jointly with his
spouse, 100 shares held by him as trustee for his child, and 5,405 shares
beneficially owned through a right to acquire additional shares upon the
exercise of outstanding stock options.

                                       4
<PAGE>

C. D. Rampley      Mr. Rampley is a Director of the Company            14,999(3)
(70)               and the Bank and served as Chairman of the           (1.76%)
                   Board of the Bank from February 1987 to April
                   1989.  Mr. Rampley retired in June 1989
                   as Executive Director of the Coosa Valley
                   Area Planning and Development Commission,
                   in which capacity he had served since 1976.
                   He currently serves as an independent business
                   consultant.


                   CONTINUING DIRECTORS (TERM EXPIRING 2000)

Ronnie L. Austin   Mr. Austin is a Director and the President and       8,660(4)
(48)               Chief Executive Officer of the Company and the       (1.02%)
                   Bank.  He has served as the President and
                   Chief Executive Officer of the Company since
                   the organization of the Company in October 1988.
                   Before assuming his position as President and
                   Chief Executive Officer of the Bank in
                   December 1986, Mr. Austin served as Bartow
                   County from January 1985 to November 1986 and
                   as Vice President and Senior Loan Officer of the
                   First National Bank of Paulding County from June
                   1975 to January 1985.

R. Alan Bullock    Mr. Bullock has served as a Director of the         18,000(5)
(44)               Company since its organization in October 1988.      (2.12%)
                   He served as a Director of the Bank from 1987
                   until September 1996.  He served as Chairman
                   of the Board of the Company and the Bank from
                   April 1991 to


---------------
(3) Shares shown include 8,000 shares held by the named person jointly with his
spouse, and 8,000 shares beneficially owned through a right to acquire
additional shares upon the exercise of outstanding stock options.

(4) Shares shown include 670 shares owned by the named person's spouse in an
Individual Retirement Account, and 4,940 shares beneficially owned through a
right to acquire additional shares upon the exercise of outstanding stock
options.

(5) Shares shown include 8,000 shares beneficially owned by the named person
through a right to acquire additional shares upon the exercise of outstanding
stock options.


                                       5
<PAGE>


                   April 1992.  Mr. Bullock has been involved
                   in real estate finance since 1976 and is
                   currently senior partner of Bullock,
                   Terrell and Mannelly, a company based
                   in Atlanta, Georgia involved in
                   industrial development, real estate
                   finance and marketing, and property
                   management.

Bobbie P. Cooper   Mrs. Cooper is a Director of                        19,348(6)
(59)               the Company and the Bank and                         (2.28%)
                   previously served as Chairman of the
                   Board of the Company and the Bank
                   from April 1992 to April 1993.  She served
                   as Secretary-Treasurer of the Company from
                   April 1997 until December 1997.  Mrs. Cooper
                   was co-owner of Three C's Clothing in Dallas,
                   Georgia from 1964 until 1992, and currently is
                   co-owner of Cooper Rentals, which owns
                   and manages real estate.

                   CONTINUING DIRECTORS (TERM EXPIRING 1999)

J. Calvin Earwood  Mr. Earwood is a Director of the                    20,919(7)
(56)               Company and the Bank and served as                   (2.46%)
                   Chairman of the Board of the Bank
                   from April 1989 to April 1990.
                   Mr. Earwood has been owner and President
                   of Sunbelt Fasteners, Inc. in Dallas, Georgia
                   since 1983.  He also has served as Chairman
                   of the Board of Oglethorpe Power Corporation
                   since March 1989 and as Vice Chairman of the
                   Board of Oglethorpe Power Corporation from
                   March 1984 to March 1989 and as director
                   of Oglethorpe Power Corporation since 1981.
                   Additionally, he has served as director of
                   Greystone Power Corporation since 1977.


---------------
(6) Shares shown include 8,000 shares beneficially owned by the named person
through a right to acquire additional shares upon the exercise of outstanding
stock options.

(7) Shares shown include 240 shares owned by the named person's spouse, as to
which he disclaims beneficial ownership, and 8,000 shares beneficially owned
through a right to acquire additional shares upon the exercise of outstanding
stock options.


                                       6
<PAGE>


W. A. Foster III         Mr. Foster is a Director of the               28,935(8)
(53)                     Company and the Bank and has served              .40%)
                         as Chairman of the Board of the Company
                         and the Bank since April 1994.  He pre-
                         viously served as Chairman of the Board
                         of the Company and the Bank from April
                         1990 to April 1991.  Mr. Foster served as
                         District Attorney for the Tallapoosa
                         Judicial Circuit of the State of Georgia
                         from 1978 until he was appointed in 1992
                         as a Judge of the Superior Court for the
                         Tallapoosa Circuit.

Tommie R. Graham, Jr.    Mr. Graham has served as a Director            8,300(9)
(40)                     of the Company since its organization            (*)
                         in October 1988.  He served as a Director
                         of the Bank from 1987 until September 1996.
                         He served as Secretary-Treasurer of the
                         Company from October 1988 until April 1997.
                         Mr. Graham is Manager of Jeriel Supply,
                         LC, a building products company.  Mr.
                         Graham served as Executive Vice President
                         of the Bank from December 1986 to June 1991.
                         Mr. Graham was Vice President and Controller
                         of the Peoples Bank of Bartow County
                         from May 1985 to December 1986.

---------------
* Less than one percent.

(8) Shares shown include 8,000 shares beneficially owned by the named person
through a right to acquire additional shares upon the exercise of outstanding
stock options.

(9) Shares shown include 200 shares held jointly with the named person's spouse
as custodian for their minor children, and 8,000 shares beneficially owned
through a right to acquire additional shares upon the exercise of outstanding
stock options.



MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

                                       7
<PAGE>

The Board of Directors conducts its business through meetings of the full Board
and through committees of the Board, including an Audit Committee, a
Compensation Committee, a Nominating Committee, and a Long Range Planning and
Capital Committee.  During the fiscal year ended December 31, 1997, the Board of
Directors held nine meetings, the Audit Committee held one meeting, the
Compensation Committee held three meetings, and the Long Range Planning
Committee held five meetings.  Since the Nominating Committee was formed in
November 1997, there were no meetings held in that fiscal year.  Each Director
attended at least 75% of all meetings of the full Board and of each committee of
which he is a member.

The Audit Committee is composed of Messrs. Berry, Bullock, and Rampley.  This
committee is responsible for reviewing the Company's audit plan with its
independent accountants, the scope and results of their audit engagement and the
accompanying management letter, if any; reviewing the scope and results of the
Company's internal auditing procedures; consulting with the independent
accountants and management with regard to the Company's accounting methods and
the adequacy of its internal accounting controls; approving professional
services provided by the independent accountants; reviewing the independence of
the independent accountants; and reviewing the range of the independent
accountants' audit and non-audit fees.

The Compensation Committee consists of Messrs. Berry, Earwood, and Graham.  This
committee reviews the performance of the President and other executive officers
of the Bank and determines the appropriate salaries and bonuses for all officers
of the Bank.  This committee also administers the Company's 1988 and 1993 Stock
Option Plans, including the granting of options to eligible employees
thereunder.

The Long Range Planning and Capital Committee, composed of Messrs. Austin,
Berry, Bullock, Foster, Graham, and Rampley, is responsible for long range
planning to ensure that the Company maintains an adequate capital position and
remains in compliance with applicable regulatory capital requirements imposed on
the Company by the Board of Governors of the Federal Reserve System and the
Georgia Department of Banking and Finance.  From time to time, this committee
also analyzes other issues that are referred to it for its consideration by the
full Board of Directors.

The Nominating Committee, composed of Messrs., Austin, Earwood, Foster, Graham,
and Helms serves to select nominees for election as Directors.  The Board of
Directors will consider nominees recommended by stockholders if presented in
writing to the Board of Directors prior to formal action by the Board (which
occurred on February 18, 1998 with regard to the nominees for election at the
1998 Annual Meeting).

COMPENSATION OF DIRECTORS

As compensation for serving as a Director of the Company, each non-employee
Director received $500 for each full Board meeting held in 1997.  In addition,
each non-employee Director received $100 for each committee meeting attended.
Directors who also are employees of the Company or the Bank receive no fees for
attendance at meetings of the full Board or committees thereof.

                                       8
<PAGE>

On each January 1st that a non-employee Director serves as such, he or she
receives an option under the Company's 1993 Directors Stock Option Plan to
acquire 1,000 shares of Company Common Stock.  New non-employee Directors who
join the Board also receive an option to acquire 1,000 shares on the date they
join.  Each option granted under the 1993 Directors Stock Option Plan expires
ten years from the date the option is granted and is exercisable in increments
of 33% per year (cumulative), beginning after one full year from the date the
option is granted.


EXECUTIVE COMPENSATION

CASH COMPENSATION. The following table sets forth, for the fiscal years ended
December 31, 1997, 1996, and 1995, the compensation paid to, or accrued by the
Company or the Bank for, the Company's Chief Executive Officer.  No other
executive officer of the Company or the Bank received compensation for any such
fiscal years which exceeded $100,000.



                           SUMMARY COMPENSATION TABLE

                                              LONG TERM
                                              COMPENSATION
                          ANNUAL COMPENSATION   AWARDS
                          ------------------- -------------
                                              NUMBER OF
NAME AND                                      SECURITIES
PRINCIPAL                                     UNDERLYING      ALL OTHER
POSITION            YEAR   SALARY    BONUS     OPTIONS     COMPENSATION(1)
--------           ------ --------  -------   ---------    ---------------

Ronnie L. Austin    1997  $107,405  $15,680     1,000           $1,860
(Chief Executive    1996  $ 98,416  $12,344     1,000           $1,860
Officer)            1995  $ 95,447      -0-     1,000           $1,860


------------------
(1) Compensation in this column consists of the dollar value of insurance
premiums paid by the Company during the year with respect to a life insurance
policy payable to Mr. Austin or his beneficiaries.



                       OPTION GRANTS IN LAST FISCAL YEAR

                                 % OF TOTAL
                     NUMBER OF     OPTIONS
                    SECURITIES   GRANTED TO   EXERCISE
                    UNDERLYING    EMPLOYEES    OR BASE
                      OPTIONS     IN FISCAL     PRICE    EXPIRATION
NAME                  GRANTED     YEAR          ($/SH)   DATE
------------------    -------     ---------     ------   ----------

Ronnie L. Austin      1,000 (1)       30.59%    $11.57     1/1/2007


----------------
(1) Mr. Austin was awarded an option to acquire 1,000 shares of Company Common
Stock under the Company's 1993 Stock Option Plan. This option expires ten years
from the date the option was granted and is exercisable in increments of 33% per
year (cumulative), beginning after one full year from the date the option was
granted.

                                       9
<PAGE>

   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
                                     VALUES

<TABLE>
<CAPTION>

                                             NUMBER OF           VALUE OF
                                             SECURITIES UNDER-   UNEXERCISED
                                             LYING UNEXERCISED   IN-THE-MONEY
                                             OPTIONS AT FISCAL   OPTIONS AT FISCAL
                                             YEAR-END (#)        YEAR-END ($)
                    SHARES                   -----------------   -----------------
                    ACQUIRED ON    VALUE     EXERCISABLE/        EXERCISABLE/
NAME                EXERCISE(#)  REALIZED($) UNEXERCISABLE       UNEXERCISABLE
------------------  -----------  ---------   -------------       -------------
<S>                 <C>          <C>         <C>                 <C>
Ronnie L .Austin       2,060      $15,702    4,940/1,000         $41,026/$4,739(1)

</TABLE>

----------------
(1) The value of in-the-money options at fiscal year-end is calculated by
subtracting the aggregate exercise price of such options from the aggregate
year-end market value of the securities underlying the options.  The year-end
market value is determined by calculating a weighted average of the last three
months' stock transactions.  If there are less than ten transactions in the
three months prior to year-end, the time period is extended up to one year in
order to have an adequate sample of transactions.  If there have been no
transactions within the past year, the prior year-end market value is considered
representative of the present year-end market value.  The Directors of the
Company may exclude from the calculation any transaction that they deem not
representative of the normal market for Company stock. Although the Company is
usually privy to the sale price concerning any transactions of Company stock,
stockholders may choose not to disclose this information.  If such a transaction
occurs, it accordingly will not be recognized in the calculation of market value
of the Company stock.


No awards were made under any long-term incentive plan to any executive officer
of the Company or the Bank during the year ended December 31, 1997.

TRANSACTIONS WITH MANAGEMENT

On January 1, 1998, the Company entered into a five (5) year Employment
Agreement with Ronnie Austin, the Company's President and Chief Executive
Officer (the "Agreement").  Under the Agreement, Mr. Austin is employed as
President and Chief Executive Officer of the Company at an initial base salary
of $119,025, plus certain benefits, including all benefits that are made
available to other senior executives of the Company.  The Agreement provides
that the base salary shall increase each year by an amount equal to the increase
in the Consumer Price Index for Atlanta, Georgia. Under the Agreement, Mr.
Austin also is entitled to annual incentive compensation based upon the
Company's return on average equity for the year.  The Agreement also provides
for the

                                      10
<PAGE>

grant to Mr. Austin, on January 1 of each year during the term of the Agreement,
of an incentive stock option to acquire 1,000 shares of the Company's common
stock. The Agreement contains provisions that purport to restrict Mr. Austin's
ability to compete with the Company or solicit its employees for a specified
period following the termination of his employment. The Agreement provides that
if (i) the Company terminates Mr. Austin's employment without "cause," or (ii)
Mr. Austin terminates his employment (a) within 30 days following a "change in
control" of the Company or the Bank or (b) following a breach by the Company of
the Agreement in any material respect, then Mr. Austin is entitled to a lump sum
severance payment in an amount equal to one year's base salary as in effect on
the date of Mr. Austin's termination.


The Bank has a policy of offering loans to Directors, Executive Officers,
principal stockholders and their affiliates with terms and rates which are
commensurate with those offered to unaffiliated borrowers of similar financial
standing with similar type loans.  For loans made to Directors, executive
officers, and principal stockholders or their affiliates which are secured by
certificates of deposit issued by the Bank ("CD Loans"), the Bank has a policy
of offering loans at the rate of one percent above the interest rate yield on
the CD, which is the prevailing rate for CD Loans to unaffiliated borrowers.
Loans by the Bank to affiliates of the Company or the Bank are made in the
ordinary course of business on the same terms, including collateral
requirements, as those of comparable loans made at the same time to unaffiliated
borrowers and do not involve more than the normal risk of collectibility or
contain other unfavorable features.  All loans extended by the Bank to
Directors, Executive Officers, principal stockholders and their affiliates
during the year ended December 31, 1997 were made in accordance with the policy
set forth above.



                                   PROPOSAL 2
             RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has appointed the firm of Porter Keadle Moore, LLP to
continue as independent accountants of the Company for the fiscal year ending
December 31, 1998 and has directed that such appointment be submitted to the
stockholders of the Company for ratification at the Annual Meeting.  Porter
Keadle Moore, LLP has served as independent accountants of the Bank since 1987
and of the Company since 1991 and is considered by management of the Company and
the Bank to be well qualified.  If the stockholders do not ratify the
appointment of Porter Keadle Moore, LLP, the Board of Directors will reconsider
the appointment.

Representatives of Porter Keadle Moore, LLP will be present at the Annual
Meeting.  They will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions from stockholders.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE PROPOSAL TO RATIFY THE APPOINTMENT OF PORTER KEADLE MOORE, LLP AS
INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
1998.

                                      11
<PAGE>

                STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING

Proposals of stockholders intended to be presented at the 1998 Annual Meeting of
Stockholders must be made in writing and received by the Company on or before
November 18, 1998 to be eligible for inclusion in the Company's proxy statement
and form of proxy relating to that meeting.  All such proposals should be
submitted by certified mail, return receipt requested, to the Secretary of the
Company, 3844 Atlanta Highway, P. O. Box 1700, Hiram, Georgia 30141.


             OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

The Board of Directors of the Company knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Stockholders which
may properly come before the Annual Meeting.  However, if any other matters
should be properly presented for consideration and voting at the Annual Meeting
or any adjournments thereof, it is the intention of the persons named as proxies
on the enclosed form of proxy card to vote the shares represented by all valid
proxy cards in accordance with their judgement of what is in the best interest
of the Company.

The Board of Directors urges each stockholder, whether or not he intends to be
present at the Annual Meeting, to vote "FOR" each of the proposals listed on the
enclosed proxy card and to complete, date, sign and return the proxy card as
promptly as possible.


                                    By Order of the Board of Directors

                                    /s/ W. A. Foster III

                                    W. A. Foster III
                                    Chairman of the Board
Hiram, Georgia
March 18, 1998
                        --------------------------------

The Company's 1997 Annual Report, which includes audited financial statements,
is being mailed to stockholders of the Company with these proxy materials.  The
Annual Report does not form any part of the material for the solicitation of
proxies.

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