SUMMARY

The following discussion reviews the results of operations and assesses the financial condition of SNB Bancshares, Inc. ("SNB") in Macon, Georgia for each of the five most recent years ended December 31, 1999. This discussion should be read in
conjunction with the company's consolidated financial statements and accompanying notes.

SNB is a Georgia corporation formed to act as a bank holding company for Security Bank of Bibb County (formerly Security National Bank) ("SB-Bibb") under the federal Bank Holding Company Act of 1956, as amended, and the bank holding company laws of
Georgia. SNB was incorporated on February 10, 1994 at the instruction of management of SB-Bibb. At a special meeting of the shareholders of SB-Bibb on August 2, 1994, the shareholders of SB-Bibb voted in favor of a plan of reorganization and agreement of
merger pursuant to which SB-Bibb became a wholly owned subsidiary of SNB. The reorganization was effective on September 30, 1994, as a result of which the shares of common stock of SB-Bibb then issued and outstanding were converted into shares of the
common stock of SNB. SB-Bibb has operated as a wholly owned subsidiary of SNB since that time, although the functions and business of SB-Bibb, its Board of Directors, staff and physical office locations underwent no changes as a result of the reorganization
 .

SB-Bibb is a state-chartered bank that engages in the commercial banking business primarily in Bibb County, Georgia. SB-Bibb commenced operations on November 4, 1988. The bank now operates six full service offices in Macon, Georgia, and has mortgage
loan offices in Warner Robins and Macon, Georgia. On March 1, 1999, the bank converted its banking charter from a national to a state charter, and changed its name from Security National Bank to Security Bank of Bibb County.

On August 8, 1998, SNB acquired a 100% interest in Crossroads Bancshares, Inc., the parent holding company of Crossroads Bank of Georgia in Perry and Warner Robins, Georgia. The two companies merged in a pooling of interests stock swap transaction, and
accordingly, all prior financial information shown below has been restated as if this business combination had always existed. The parent company of Crossroads Bank was subsequently dissolved. On June 3, 1999, Crossroads Bank changed its name to Security
Bank of Houston County ("SB-Houston") and now operates as a wholly owned subsidiary of SNB.

Substantially all of the business of SNB is conducted through its two subsidiary banks. Both banks offer a full range of deposit products, lending services including a specialized mortgage division, Internet banking, automated teller machines, safe
deposit, credit cards, night depositories, and other services for the convenience of its customers, who mainly reside in Bibb and Houston Counties. As of December 31, 1999, SNB had 130 employees on a full-time equivalent basis.

The following table illustrates selected key financial data of SNB for each of the past five years.





|TABLE 1                                      |        |           |           |                          |           |           |         
|-------------------------------------------- | ------ | --------- | --------- | ------------------------ | --------- | --------- | --------
|SELECTED FIVE YEAR FINANCIAL DATA            |        |           |           |                         
|(Dollars in thousands, except per share data |        |           |           |                         
|and number of shares)                        |        |           |           |                          |           |          
|                                             |        |           |           | Years Ended December 31, |          
|INCOME                                       |        |           | 1999      | 1998                     | 1997      | 1996      | 1995    
|STATEMENT:                                   |        |           |           |                          |           |          
|Interest Income                              |        | $20,402   | $18,630   | $16,969                  | $14,787   | $11,847  
|Interest Expense                             |        | 8,427     | 7,895     | 7,345                    | 6,613     | 5,495    
|Net Interest Income                          |        | 11,975    | 10,735    | 9,624                    | 8,174     | 6,352    
|Provision for Loan Losses                    |        | 736       | 636       | 505                      | 320       | 219      
|Other Income                                 |        |           | 3,072     | 2,558                    | 1,830     | 1,418     | 1,377   
|Other Expense                                |        | 9,537     | 8,947     | 7,119                    | 5,788     | 4,611    
|Income Before Tax                            |        | 4,774     | 3,710     | 3,830                    | 3,484     | 2,899    
|Income Taxes                                 |        |           | 1,529     | 1,383                    | 1,223     | 1,091     | 900     
|Net Income                                   |        |           | $3,245    | $2,327                   | $2,607    | $2,393    | $1,999  
|                                             |        |           |           |                          |           |           |         
|PER SHARE (a):                               |        |           |           |                          |           |          
|Earnings Per Common Share:                   |        |           |           |                          |          
|Basic                                        |        |           | $0.97     | $0.73                    | $0.88     | $0.94     | $0.90   
|Diluted                                      |        |           | 0.96      | 0.69                     | 0.80      | 0.83      | 0.79    
|Cash Dividends Paid                          |        | 0.26      | .22       | 0.16                     | 0.15      | 0.13     
|Weighted Average Shares                      |        | 3,340,624 | 3,185,014 | 2,950,611                | 2,551,037 | 2,231,011
|                                             |        |           |           |                          |           |           |         
|RATIOS:                                      |        |           |           |                          |           |           |         
|Return on Average Assets                     |        | 1.27%     | 1.04%     | 1.30%                    | 1.40%     | 1.43%    
|Return on Average Equity                     |        | 12.08%    | 9.41%     | 12.17%                   | 15.11%    | 16.90%   
|Dividend Payout Ratio                        |        | 26.25%    | 30.26%    | 17.95%                   | 15.58%    | 15.00%   
|Average Equity to Average Assets             | 10.52% | 11.08%    | 10.60%    | 9.29%                    | 8.47%    
|Net Interest Margin                          |        | 5.22%     | 5.35%     | 5.42%                    | 5.33%     | 5.17%    
|                                             |        |           |           |                          |           |           |         
|BALANCE SHEET:                               |        |           |           |                          |           |          
|(at end of period)                           |        |           |           |                          |           |          
|Assets                                       |        |           | $283,483  | $253,006                 | $216,393  | $204,061  | $164,311
|Investment Securities                        |        | 45,087    | 39,301    | 41,233                   | 46,768    | 47,869   
|Loans, Net of Income                         |        | 207,430   | 179,162   | 145,484                  | 124,004   | 96,959   
|Reserve for Loan Losses                      |        | 2,327     | 2,070     | 1,861                    | 1,759     | 1,451    
|Deposits                                     |        |           | 237,418   | 217,778                  | 188,807   | 176,899   | 144,695 
|Stockholders' Equity                         |        | 27,472    | 25,736    | 22,750                   | 20,063    | 12,961   
|Shares Outstanding                           |        | 3,340,624 | 3,340,624 | 2,970,274                | 2,501,595 | 1,446,743
|                                             |        |           |           |                          |           |           |         

1. All per share amounts have been restated to apply SFAS 128 - "Earnings Per Share". Per share data for all periods have been retroactively restated for a 20% stock split on March 20, 1995, a 100% stock
split on June 1, 1996, and a 25% stock split on September 25, 1997. All stock splits were effected in the form of dividends.



Consolidated total assets of $283.5 million at December 31, 1999 were up by $30.5 million, or 12.0%, over total assets at December 31, 1998. Total assets of $253.0 million at December 31, 1998 were up by $36.6 million,
or 16.9%, over total consolidated assets at December 31, 1997. On average the balance sheet grew by 14.2% during 1999 and 11.2% during 1998. These growth rates are generally higher than the economic growth statistics for the company's middle Georgia
market area. SNB's above average growth trends are attributed to recent industry consolidations and restructuring efforts of the larger super regional banks in the area, SNB's broader coverage of the geographic area through its expanded branch network,
and the momentum and synergies from the 1998 merger transaction with SB-Houston.

The following tables present condensed average balance sheets for the periods indicated, and the percentages of each of these categories to total average assets for each period.



|TABLE 2                             |          |          |          |                         |          |          |        |     
|----------------------------------- | -------- | -------- | -------- | ----------------------- | -------- | -------- | ------ | ----
|AVERAGE BALANCE SHEETS              |          |          |          |                         |          |         
|(Amounts in 1000s)                  |          |          |          |                         |          |          |       
|                                    |          |          |          | Years Ended December 31 |          |         
|                                    |          |          | 1999     | %                       | 1998     | %        | 1997   | %   
|ASSETS:                             |          |          |          |                         |          |          |        |     
|Cash & Due From Banks               |          | $12,192  | 4.8%     | $9,557                  | 4.2%     | $9,320   | 4.6%  
|Time Deposits-Other Banks           |          | 20       | 0.0%     | 15                      | 0.0%     | 20       | 0.0%  
|Federal Funds Sold                  |          | 4,204    | 1.6%     | 8,113                   | 3.6%     | 11,215   | 5.6%  
|Taxable Investment Securities       | 30,029   | 11.8%    | 28,299   | 12.7%                   | 26,897   | 13.4%   
|Non-Taxable Inv. Securities         |          | 7,640    | 3.0%     | 8,479                   | 3.8%     | 9,895    | 4.9%  
|Market Adjustment-Securities        | (162)    | -0.1%    | 213      | 0.1%                    | (92)     | 0.0%    
|Loans, Net of Interest              |          | 191,768  | 75.1%    | 160,543                 | 71.8%    | 135,761  | 67.5% 
|Allowance for Loan Losses           |          | (2,233)  | -0.9%    | (1,981)                 | -0.9%    | (1,856)  | -0.9% 
|Bank Premises & Equipment           |          | 7,993    | 3.1%     | 6,670                   | 3.0%     | 5,908    | 2.9%  
|Other Real Estate                   |          | 426      | 0.2%     | 598                     | 0.3%     | 844      | 0.4%  
|Other Assets                        |          |          | 3,534    | 1.4%                    | 3,183    | 1.4%     | 3,219  | 1.6%
|TOTAL ASSETS                        |          | $255,411 | 100.0%   | $223,689                | 100.0%   | $201,131 | 100.0%
|                                    |          |          |          |                         |          |          |        |     
|LIABILITIES & STOCKHOLDERS' EQUITY: |          |          |          |                         |         
|Deposits:                           |          |          |          |                         |          |          |        |     
|Non-Interest Bearing                |          | $39,414  | 15.4%    | $34,728                 | 15.5%    | $29,510  | 14.7% 
|Interest Bearing                    |          | 177,779  | 69.6%    | 156,492                 | 70.0%    | 144,883  | 72.0% 
|Federal Funds Purchased and         |          |          |          |                         |          |         
|Repurchase Agreements Sold          | 4,518    | 1.8%     | 2,083    | 0.9%                    | 486      | 0.2%    
|Demand Notes-US Treasury            |          | 676      | 0.3%     | 802                     | 0.4%     | 487      | 0.2%  
|Other Borrowed Money-FHLB           | 3,340    | 1.3%     | 2,461    | 1.1%                    | 1,612    | 0.8%    
|Obligations under Capital Leases    | 159      | 0.1%     | 211      | 0.1%                    | 236      | 0.1%    
|Other Liabilities                   |          | 2,665    | 1.0%     | 2,138                   | 1.0%     | 2,597    | 1.3%  
|Total Liabilities                   |          | 228,549  | 89.5%    | 198,915                 | 88.9%    | 179,811  | 89.4% 
|Common Stock                        |          | 3,341    | 1.3%     | 2,623                   | 1.2%     | 2,661    | 1.3%  
|Surplus                             |          |          | 12,613   | 4.9%                    | 10,906   | 4.9%     | 11,664 | 5.8%
|Undivided Profits                   |          | 10,908   | 4.3%     | 11,245                  | 5.0%     | 6,994    | 3.5%  
|Total Stockholders' Equity          |          | 26,862   | 10.5%    | 24,774                  | 11.1%    | 21,319   | 10.6% 
|TOTAL LIABILITIES &                 |          |          |          |                         |          |          |       
|STOCKHOLDERS' EQUITY                | $255,411 | 100.0%   | $223,689 | 100.0%                  | $201,131 | 100.0%  





Loans

The banks' loan portfolio constitutes the major interest-earning asset of SNB. To analyze prospective loans, management assesses the company's objectives for both credit quality and interest rate pricing to determine whether to extend a loan and
the appropriate rate of interest for each loan. The loan portfolio is concentrated in various commercial, real estate and consumer loans to individuals and entities located in middle Georgia. Accordingly, the ultimate collectibility of the loans is
largely dependent upon economic conditions in the middle Georgia area. The local economy is generally stable.

Loans net of unearned income of $207.4 million and $179.2 million at December 31, 1999 and 1998 amounted to 73.2% and 70.8% of total assets, and 87.4% and 82.3% of deposits. The average yields generated by interest and fees from the loan portfolio
amounted to 9.38% during 1999, compared to 10.02% during 1998, and 10.52% during 1997. SNB's reserve for loan losses as a percentage of outstanding loans amounted to 1.12% at December 31, 1999, compared to 1.16% and 1.28% December 31, 1998 and 1997.

The following table presents the amount of loans outstanding by category, both in dollars and in percentages of the total portfolio, at the end of each of the past five years.

|TABLE 3                                |         |             |          |          |          |         |     
|-------------------------------------- | ------- | ----------- | -------- | -------- | -------- | ------- | ----
|LOANS BY TYPE                          |         |             |          |          |          |        
|(In Thousands)                         |         | December 31
|                                       |         |             | 1999     | 1998     | 1997     | 1996    | 1995
|Commercial, Financial and Agricultural | $44,193 | $37,906     | $34,798  | $24,446  | $19,319 
|Real Estate-Construction               |         | 16,198      | 17,606   | 6,943    | 9,714    | 7,641  
|Real Estate-Mortgage:                  |         |             |          |          |          |        
|Mortgage Loans Held for Sale           | 2,642   | 3,121       | 1,181    | 0        | 0       
|Other Mortgage                         |         | 126,937     | 103,159  | 88,027   | 77,047   | 60,285 
|Loans to Individuals                   |         | 17,580      | 17,502   | 14,683   | 12,797   | 9,701  
|Total Loans                            |         | 207,550     | 179,294  | 145,632  | 124,004  | 96,946 
|Unearned Income                        |         | (120)       | (132)    | (147)    | (175)    | (186)  
|Total Net Loans                        |         | $207,430    | $179,162 | $145,485 | $123,829 | $96,760
|                                       |         |             |          |          |          |         |     
|Percentage of Total Portfolio          |         |             |          |          |          |        
|Commercial, Financial and Agricultural | 21.3%   | 21.2%       | 23.9%    | 19.7%    | 20.0%   
|Real Estate-Construction               |         | 7.8%        | 9.8%     | 4.8%     | 7.8%     | 7.9%   
|Real Estate-Mortgage                   |         |             |          |          |          |        
|Mortgage Loans Held for Sale           | 1.3%    | 1.7%        | 0.8%     | 0.0%     | 0.0%    
|Other Mortgage                         |         | 61.2%       | 57.6%    | 60.5%    | 62.2%    | 62.3%  
|Loans to Individuals                   |         | 8.5%        | 9.8%     | 10.1%    | 10.3%    | 10.0%  
|Total Loans                            |         | 100.1%      | 100.1%   | 100.1%   | 100.1%   | 100.2% 
|Unearned Income                        |         | -0.1%       | -0.1%    | -0.1%    | -0.1%    | -0.2%  
|Total Net Loans                        |         | 100.0%      | 100.0%   | 100.0%   | 100.0%   | 100.0% 
|                                       |         |             |          |          |          |         |     

The following table provides information on the maturity distribution of selected categories of the loan portfolio and certain interest sensitivity data as of December 31, 1999.

|TABLE 4                                             |  |         |         |                   |                                  |                 |        
|--------------------------------------------------- |  | ------- | ------- | ----------------- | -------------------------------- | --------------- | -------
|LOAN MATURITY DISTRIBUTION AND INTEREST SENSITIVITY |  |         |        
|(In Thousands)                                      |  |         |         |                   |                                  |                
|                                                    |  |         |         | December 31, 1999
|                                                    |  |         |         | One Year or Less  | Over One Year Through Five Years | Over Five Years | Total  
|Selected loan categories:                           |  |         |         |                   |                                  |                
|Commercial, financial and agricultural              |  | $18,372 | $18,584 | $7,237            | $44,193                         
|Real estate-construction                            |  |         | 15,388  | 810               | 0                                | 16,198         
|Total                                               |  |         |         | $33,760           | $19,394                          | $7,237          | $60,391
|                                                    |  |         |         |                   |                                  |                 |        
|Loans shown above due after one year:               |  |         |         |                   |                                 
|Having predetermined interest rates                 |  |         |         |                   | $15,979                         
|Having floating interest rates                      |  |         |         |                   | 10,652                          
|Total                                               |  |         |         |                   |                                  |                 | $26,631
|                                                    |  |         |         |                   |                                  |                 |        

Investment Securities

The investment securities portfolio is another major interest earning asset and consists of debt and equity securities categorized as either Available for Sale or Held to Maturity. These securities provide SNB with a source of liquidity and a
stable source of income. The investment portfolio provides a resource to help balance interest rate risk and credit risk related to the loan portfolio.

As of December 31, 1999, the securities portfolio amounted to $45.1 million, or 15.9% of total assets, compared to $39.3 million, or 15.5% of assets at December 31, 1998. The minimal change in investment portfolio size relative to the balance sheet
reflects the general growth in the balance sheet. Over recent years, more assets have been deployed in the loan portfolio rather than in investment securities to produce greater yields.

The average tax equivalent yield on the portfolio, excluding the impact of SFAS No. 115 market value adjustments for unrealized gains and losses on Available For Sale securities, was 6.36% for the year 1999 versus 6.27% in 1998. During the year 1999,
the investment securities portfolio, excluding unrealized gains and losses, represented 16.1% of average earning assets and 14.7% of average total assets. During 1998, the portfolio averaged 17.9% of earning assets and 16.4% of total assets. This decrease
is attributable to the growth in overall earning assets, particularly loan growth.

At December 31, 1999, the major portfolio components, based on amortized or accreted cost, included 2.2% in U. S. Treasury securities, 75.6% in U. S. agency obligations, 18.9% in state, county and municipal bonds and 3.4% in stocks of the Federal
Reserve Bank, the Federal Home Loan Bank and a bankers' bank. On December 31, 1999, the market value of the total bond portfolio as a percentage of the book value was 98.5%, down from 101.1% a year earlier. As of December 31, 1999, the entire investment
securities portfolio had gross unrealized gains of $116,367 and gross unrealized losses of ($790,656), for a net unrealized loss of ($674,289). As of December 31, 1998, the portfolio had a net unrealized gain of $431,752. In accordance with SFAS No. 115,
stockholders' equity included net unrealized losses of ($458,627) for December 31, 1999 and net unrealized gains of $197,917 for December 31, 1998 recorded on the Available for Sale portfolio, net of deferred tax effects.No trading account has been established by SNB and none is anticipated.

The following table summarizes the Available for Sale and Held to Maturity investment securities portfolios as of December 31, 1999, 1998 and 1997. Available for Sale securities are shown at fair value, while Held to Maturity securities are shown at
amortized or accreted cost.

|TABLE 5                       |  |  |             |         |         |        
|----------------------------- |  |  | ----------- | ------- | ------- | -------
|INVESTMENT SECURITIES         |  |  |             |         |        
|(In Thousands)                |  |  | December 31
|                              |  |  |             | 1999    | 1998    | 1997   
|Securities Available for Sale |  |  |             |        
|U. S. Treasury                |  |  | $998        | $4,087  | $4,070 
|U. S. Government Agencies     |  |  |             |         |        
|Mortgage-Backed               |  |  | 10,945      | 6,725   | 3,005  
|Other                         |  |  |             | 22,973  | 19,495  | 23,012 
|State, County & Municipal     |  |  | 5,662       | 4,010   | 4,621  
|Other Investments             |  |  | 1,598       | 831     | 793    
|                              |  |  |             | $42,176 | $35,148 | $35,501
|Securities Held to Maturity   |  |  |             |         |        
|U. S. Treasury                |  |  | $0          | $0      | $0     
|U. S. Government Agencies     |  |  |             |         |        
|Mortgage-Backed               |  |  | 0           | 0       | 0      
|Other                         |  |  |             | 0       | 0       | 500    
|State, County & Municipal     |  |  | 2,911       | 4,153   | 5,232  
|Other Investments             |  |  | 0           | 0       | 0      
|                              |  |  |             | $2,911  | $4,153  | $5,732 
|Total Investment Securities   |  |  |             |         |        
|U. S. Treasury                |  |  | $998        | $4,087  | $4,070 
|U. S. Government Agencies     |  |  |             |         |        
|Mortgage-Backed               |  |  | 10,945      | 6,725   | 3,005  
|Other                         |  |  |             | 22,973  | 19,495  | 23,512 
|State, County & Municipal     |  |  | 8,573       | 8,163   | 9,853  
|Other Investments             |  |  | 1,598       | 831     | 793    
|                              |  |  |             | $45,087 | $39,301 | $41,233
|                              |  |  |             |         |         |        

The following tables illustrate the contractual maturities and weighted average yields of investment securities held at December 31, 1999. Expected maturities will differ from contractual maturities because certain issuers
have the right to call or prepay obligations with or without call or prepayment penalties. No prepayment assumptions have been estimated in the table. The weighted average yields are calculated on the basis of the amortized cost and effective yields of
each security weighted for the scheduled maturity of each security. The yield on state, county and municipal securities is computed on a taxable equivalent basis using a statutory federal income tax rate of 34%.





|TABLE 6                                                |  |                       |                    |            |                |               |           
|------------------------------------------------------ |  | --------------------- | ------------------ | ---------- | -------------- | ------------- | ----------
|MATURITIES OF INVESTMENT SECURITIES AND AVERAGE YIELDS |  |                       |                   
|(In Thousands)                                         |  |                       |                    |            |                |               |           
|                                                       |  | Investment Securities
|                                                       |  | Held To Maturity      | Available for Sale
|December 31, 1999                                      |  | Carrying Value        | Average Yield      | Fair Value | Carrying Value | Average Yield | Fair Value
|U.S. Treasury:                                         |  |                       |                    |            |                |               |           
|Within 1 Year                                          |  | $0                    | 0.00%              | $0         | $995           | 6.22%         | $998      
|1 to 5 Years                                           |  | 0                     | 0.00%              | 0          | 0              | 0.00%         | 0         
|5 to 10 Years                                          |  | 0                     | 0.00%              | 0          | 0              | 0.00%         | 0         
|More Than 10 Years                                     |  | 0                     | 0.00%              | 0          | 0              | 0.00%         | 0         
|                                                       |  | $0                    | 0.00%              | $0         | $995           | 6.22%         | $998      
|Mortgage-Backed                                        |  |                       |                    |            |                |               |           
|Government Agencies:                                   |  |                       |                    |            |                |              
|Within 1 Year                                          |  | $0                    | 0.00%              | $0         | $0             | 0.00%         | $0        
|1 to 5 Years                                           |  | 0                     | 0.00%              | 0          | 103            | 5.91%         | 102       
|5 to 10 Years                                          |  | 0                     | 0.00%              | 0          | 1,925          | 6.21%         | 1,887     
|More Than 10 Years                                     |  | 0                     | 0.00%              | 0          | 2,181          | 7.08%         | 1,997     
|                                                       |  | $0                    | 0.00%              | $0         | $4,209         | 6.65%         | $3,986    
|Other U.S. Government                                  |  |                       |                    |            |                |              
|Agencies:                                              |  |                       |                    |            |                |               |           
|Within 1 Year                                          |  | $0                    | 0.00%              | $0         | $6,500         | 5.09%         | $6,479    
|1 to 5 Years                                           |  | 0                     | 0.00%              | 0          | 9,978          | 6.06%         | 9,793     
|5 to 10 Years                                          |  | 0                     | 0.00%              | 0          | 6,950          | 6.17%         | 6,706     
|More Than 10 Years                                     |  | 0                     | 0.00%              | 0          | 6,959          | 5.70%         | 6,954     
|                                                       |  | $0                    | 0.00%              | $0         | $30,387        | 5.80%         | $29,932   
|State, County and Municipal:                           |  |                       |                    |            |                |              
|Within 1 Year                                          |  | $616                  | 9.75%              | $623       | $560           | 5.81%         | $561      
|1 to 5 Years                                           |  | 1,542                 | 8.75%              | 1,555      | 1,565          | 7.75%         | 1,561     
|5 to 10 Years                                          |  | 753                   | 7.56%              | 754        | 2,803          | 7.11%         | 2,778     
|More Than 10 Years                                     |  | 0                     | 0.00%              | 0          | 810            | 7.05%         | 762       
|                                                       |  | $2,911                | 8.27%              | $2,932     | $5,738         | 7.15%         | $5,662    
|Other Investments:                                     |  |                       |                    |            |                |               |           
|Within 1 Year                                          |  | $0                    | 0.00%              | $0         | $0             | 0.00%         | $0        
|1 to 5 Years                                           |  | 0                     | 0.00%              | 0          | 0              | 0.00%         | 0         
|5 to 10 Years                                          |  | 0                     | 0.00%              | 0          | 0              | 0.00%         | 0         
|More Than 10 Years                                     |  | 0                     | 0.00%              | 0          | 1,542          | 7.31%         | 1,598     
|                                                       |  | $0                    | 0.00%              | $0         | $1,542         | 7.31%         | $1,598    
|Total Securities:                                      |  |                       |                    |            |                |               |           
|Within 1 Year                                          |  | $616                  | 9.75%              | $623       | $8,050         | 5.28%         | $8,038    
|1 to 5 Years                                           |  | 1,542                 | 8.75%              | 1,555      | 11,646         | 6.29%         | 11,456    
|5 to 10 Years                                          |  | 753                   | 7.56%              | 754        | 11,678         | 6.40%         | 11,371    
|More Than 10 Years                                     |  | 0                     | 0.00%              | 0          | 11,492         | 6.27%         | 11,311    
|                                                       |  | $2,911                | 8.27%              | $2,932     | $42,871        | 6.13%         | $42,176   

As of December 31, 1999 and 1998, SNB had no holdings of securities of a single issuer in which the aggregate book value and aggregate market value of the securities exceeded ten percent of stockholders' equity,
with the exception of U. S. Treasury and U. S. Government Agencies securities.

Other Assets

SNB holds additional earning assets in overnight Federal Funds Sold. These balances amounted to $6.1 million and $10.7 million as of December 31, 1999 and 1998, respectively. Balances in non-earning assets are comprised of cash and correspondent
bank balances, fixed assets, income receivable on loans and investments and other miscellaneous assets. Management works to minimize non-earning asset balances in order to maximize profit potential. Non-earning assets represented 9.6% of the balance sheet
as of December 31, 1999, and 10.2% as of December 31, 1998.

Deposits

Deposits are SNB's primary liability and funding source. Total deposits as of December 31, 1999 were $237.4 million, up 9.0% from $217.8 million at December 31, 1998. Average deposits in 1999 were $217.2 million, up 13.6% from $191.2 million during
1998. The average cost of deposits, with non-interest checking accounts factored in, was 3.69% during 1999, down from 3.96% during 1998 and 4.10% in 1997. The decreases are attributed to an improved deposit mix, with more relative balances in NOW accounts
and non-interest checking, plus declining rates paid on interest checking and savings account balances.

During 1999, 18.1% of average deposits were held in non-interest bearing checking accounts, 26.8% were in lower yielding interest bearing transaction and savings accounts, and 55.1% were in time certificates with higher yields. Comparable average
deposit mix percentages during 1998 were 18.1%, 27.6% and 54.3%, respectively. The banks' total interest expense on deposits and borrowed funds as a percentage of average earning assets was 3.61% during 1999, down from 3.83% during 1998 and 4.00% during
1997.

The following tables reflect average balances of deposit categories for the years 1999, 1998 and 1997.

|TABLE 7                           |         |       |                         |        |          |        |         
|--------------------------------- | ------- | ----- | ----------------------- | ------ | -------- | ------ | --------
|AVERAGE DEPOSITS                  |         |       |                         |        |          |       
|(In Thousands)                    |         |       | Years Ended December 31 |        |         
|                                  |         |       | 1999                    | %      | 1998     | %      | 1997    
|Non-Interest Bearing              |         |       |                         |        |          |       
|Demand Deposits                   | $39,414 | 18.1% | $34,728                 | 18.1%  | $29,510  | 16.9% 
|Interest Bearing Demand Deposits  | 19,456  | 9.0%  | 17,707                  | 9.3%   | 15,690   | 9.0%  
|Money Market Accounts             | 32,151  | 14.8% | 28,799                  | 15.1%  | 24,721   | 14.2% 
|Savings Deposits                  |         | 6,464 | 3.0%                    | 6,081  | 3.2%     | 6,086  | 3.5%    
|Time Deposits of $100,000 or More | 26,525  | 12.2% | 24,637                  | 12.9%  | 23,435   | 13.4% 
|Other Time Deposits               | 93,182  | 42.9% | 79,268                  | 41.4%  | 74,951   | 43.0% 
|                                  |         |       | $217,192                | 100.0% | $191,220 | 100.0% | $174,393

The following table summarizes the maturities of time deposits of $100,000 or more as of December 31, 1999, 1998 and 1997. SNB's large denomination time deposits are generally from customers within the local market area,
therefore providing a greater degree of stability than is typically associated with this source of funds. SNB holds no foreign deposits and has no brokered deposits.



|TABLE 8                                                    |                                 |       |         |             |        
|---------------------------------------------------------- | ------------------------------- | ----- | ------- | ----------- | -------
|MATURITY DISTRIBUTION OF TIME DEPOSITS OF $100,000 OR MORE |                                
|(In Thousands)                                             |                                 |       |         |             |        
|                                                           |                                 |       |         | December 31 |        
|As of the End of Period:                                   |                                 | 1999  | 1998    | 1997       
|                                                           | 3 Months or Less                |       | $10,531 | $9,662      | $6,258 
|                                                           | Over 3 Months through 6 Months  | 9,198 | 3,934   | 3,185      
|                                                           | Over 6 Months through 12 Months | 5,046 | 7,869   | 6,371      
|                                                           | Over 12 Months                  |       | 7,125   | 5,590       | 6,344  
|                                                           |                                 |       |         | $31,900     | $27,055

Borrowed Money

Other interest bearing sources of funds at December 31, 1999 totaled $15.8 million, including $6.1 million in various advance agreements from the Federal Home Loan Bank (FHLB) under the fixed and principal reducing credit programs. Demand Notes to
the U. S. Treasury of $0.4 million represented accumulated federal tax deposit payments through the Treasury Department's note option program. Federal funds purchased and securities sold under agreements to repurchase amounted to $9.2 million, and a
capital lease obligation amounted to $0.1 million. Reliance on other borrowed money as a funding source increased on average from $5.6 million during 1998 to $8.7 million during 1999 due to an increase in the use of repurchase agreements to accommodate
customers who want an alternative liquid investment, and an increase in the use of FHLB notes to match against the company's longer term assets. The cost of non-deposit borrowed money components averaged 4.70% in 1999, down from 5.51% in 1998.

Other interest bearing sources of funds at December 31, 1998 totaled $6.4 million, up from $2.6 million at December 31, 1997. Of the 1998 balance, $3.1 million consisted of FHLB notes, $0.3 million was in treasury, tax and loan note balances, $2.8
million was in federal funds purchased and securities sold under agreements to repurchase, and $0.2 million was in capital lease obligations.

Other Liabilities

Other liabilities of $2.8 million at December 31, 1999 and $3.1 million at December 31, 1998 consist of interest payable on deposits, federal income taxes payable and other accrued but unpaid expenses.

LIQUIDITY

SNB, primarily through the actions of its subsidiary banks, engages in liquidity management to ensure adequate cash flow for deposit withdrawals and credit commitments. Needs are met through loan repayments, net interest and fee income, and the
sale or maturity of existing assets. In addition, liquidity is continuously provided through the acquisition of new deposits or the renewal of maturing deposits. Management monitors deposit flow and evaluates alternate pricing structures to retain and
grow deposits as needed. Through various asset / liability management strategies, a balance is maintained among goals of liquidity, safety and earnings potential. Balances held in cash and correspondent banks are reviewed daily to maximize the federal
funds investment position. Internal policies that are consistent with regulatory liquidity guidelines are monitored and enforced by the banks.

The investment portfolio provides a ready means to raise cash without loss if liquidity needs arise. As of December 31, 1999, SNB held $42.9 million in bonds, at amortized or accreted cost, in the Available for Sale portfolio, and $8.1 million of these
bonds mature, or are callable, within a one-year period. At December 31, 1998, the Available for Sale portfolio amounted to $34.8 million, with $16.5 million maturing or callable within one year. Only marketable investment grade bonds are purchased. The
banks from time to time invest in short term CDs at other banks, and generally maintain a net sold position in overnight federal funds.

Management continually monitors the relationship of loans to deposits as it relates to SNB's liquidity posture. SNB had ratios of loans to deposits of 87.4% as of December 31, 1999 and 82.3% at December 31, 1998, which were considered by management to
be satisfactory levels for liquidity purposes. The stability of the banks' core deposit base is an important factor in the SNB's liquidity position. A heavy percentage of the deposit base is comprised of accounts of individuals and small businesses with
comprehensive banking relationships and limited volatility. The banks have no brokered deposits. Additionally, only 50.0% of SNB's portfolio of investment securities was pledged at December 31, 1999 to secure deposits of public and governmental entities
and for other purposes which require a pledge of the banks' assets, leaving almost half of the portfolio unencumbered for liquidity management.

At December 31, 1999 and 1998, the banks had $31.9 million and $27.1 million in certificates of deposit of $100,000 or more. Although these deposits represented 13.4% and 12.4% of respective total deposits, the majority of these large CDs are stable
deposits of local individuals and small businesses. Management works to avoid reliance on volatile deposits that might lead to liquidity pressures. The parent company has an unsecured line of credit and the banks have established borrowing lines for
federal funds through correspondent banks. The parent company has a large excess cash position from past common stock issues. Borrowing capacity also exists through the membership of the banks in the Federal Home Loan Bank program, and both banks have
established access to national CD markets for deposit gathering through a bulletin board service if needed. Management believes that the various funding sources discussed above are adequate to meet the company's liquidity needs in the future without any
material adverse impact on operating results.

CAPITAL RESOURCES AND DIVIDENDS

SNB has always placed great emphasis on maintaining a strong capital base and continues to exceed all minimum capital requirements. SNB's equity capital of $27.5 million at December 31, 1999 amounts to 9.7% of total assets, compared to 10.2% at
December 31, 1998, and 10.5% at December 31, 1997. On average, the equity capital was 10.5% of assets during 1999, compared to 11.1% for 1998 and 10.6% for 1997.

Information discussed below has been adjusted for stock splits. In August, 1998, 846,743 new shares of the company's common stock were issued in connection with the pooling of interests stock swap merger with Crossroads Bancshares, Inc. Additionally,
1998 marked the expiration of the outstanding stock warrants held by the company's organizing directors and executive officers. During the past three years, the holders have completed the exercise of 449,700 warrants, generating a total of $1.5 million in
new capital. There are no remaining founders' warrants outstanding.

Capital levels in 1996 and 1997 reflect an influx of $5.4 million in proceeds from the issuance of new stock in two different events. In September 1996, SNB issued a stock offering for the sale of 340,700 new shares of the company's common stock. The
issue, which generated $3.6 million in new capital, was fully subscribed and successfully completed by February 1997. At the beginning of 1996, SNB issued an additional 203,500 shares of its common stock, primarily to newly elected directors and executive
officers of the company. This action produced $1.8 million in new capital.

Principal uses of the strong capital base in recent years have been (a) sustaining the capital adequacy of the banks as they continue to grow at a steady pace, (b) expanding the company's presence in Macon and middle Georgia with more physical
locations and improved delivery systems, (c) expanding into contiguous Houston County through the merger with SB-Houston and development of a mortgage loan division, and (d) enhancing corporate infrastructure support systems to manage SNB's new multi-bank
environment. Additional acquisitions may occur in the future.

Regulators use a risk-adjusted calculation to aid them in their determination of capital adequacy by weighting assets based on the degree of risk associated with on- and off-balance sheet assets. The majority of these risk-weighted assets for the
company are on-balance sheet assets in the form of loans. Small portions of risk-weighted assets are considered off-balance sheet assets comprised of letters of credit and loan commitments. Capital is categorized as either core (Tier 1) capital or
supplementary (Tier 2) capital. Tier 1 capital consists primarily of stockholders' equity minus any intangible assets, while Tier 2 capital can consist of the reserve for loan losses up to certain limits, certain short term and other preferred stock and
certain debt instruments.

Current regulatory standards require bank holding companies to maintain a minimum risk based capital ratio of qualifying total capital to risk weighted assets of 8.0%, with at least 4.0% of the capital consisting of Tier 1 capital, and a Tier 1
leverage ratio of at least 4.0%. Additionally, the regulatory agencies define a well-capitalized bank as one that has a leverage ratio of at least 5%, a Tier 1 capital ratio of at least 6%, and a total risk based capital ratio of at least 10%. SNB's
capital ratios under these guidelines as of December 31, 1999 and 1998 are well above the levels for a well-capitalized bank as shown in the following table.

|TABLE 9                                     |      |                         |          |                  |             | 
|------------------------------------------- | ---- | ----------------------- | -------- | ---------------- | ----------- | 
|CAPITAL RATIOS                              |      |                         |          |                  |            
|(In Thousands)                              |      |                         |          |                  |            
|                                            |      |                         |          |                  | December 31
|As of End of Period:                        |      |                         |          | 1999             | 1998       
|Tier 1 Capital:                             |      |                         |          |                  |            
|Stockholders' Equity                        |      |                         |          | $27,931          | $25,538    
|Less Intangible Assets                      |      |                         |          | 0                | 0          
|Total Tier 1 Capital                        |      |                         | 27,931   | 25,538          
|Tier 2 Capital:                             |      |                         |          |                  |            
|Eligible Portion of Reserve for Loan Losses |      | 2,327                   | 2,070   
|Subordinated and Other Qualifying Debt      |      | 0                       | 0       
|Total Tier 2 Capital                        |      |                         | 2,327    | 2,070           
|                                            |      |                         |          |                  |             | 
|Total Risk Based Capital                    |      |                         |          | $30,258          | $27,608    
|Total Net Risk Weighted Assets              |      |                         | $227,153 | $191,441        
|                                            |      |                         |          |                  |            
|                                            |      |                         |          |                 
|                                            |      | Regulatory Requirement: |          |                 
|                                            |      |                         | Minimum  | Well Capitalized |            
|Total Risk Based Capital Ratio              | 8.0% | 10.0%                   | 13.3%    | 14.4%           
|Tier 1 Capital Ratio                        |      | 4.0%                    | 6.0%     | 12.3%            | 13.3%      
|Leverage Ratio                              |      | 4.0%                    | 5.0%     | 9.9%             | 10.1%      
|                                            |      |                         |          |                  |             | 

Cash dividends of $851,862, or $.26 per weighted average common share, were declared and paid during 1999, up from $704,126, or $.22 per share during 1998, and $467,897, or $.16 per share in 1997. The ratios of cash dividends
paid to net income for these years were 26.3%, 30.3% and 18.0%, respectively. Since the commencement of cash dividend payments in 1992, the SNB Board of Directors has consistently declared and paid dividends on a quarterly basis.

On June 1, 1996, a 100% stock split was issued and effected in the form of a dividend, and on September 25, 1997, a 25% stock split was issued and effected in the form of a dividend. Per share data for all periods presented has been retroactively
restated to reflect the additional shares resulting from these stock splits.

Management is not aware of any trends, events, or uncertainties that will have, or that are reasonably likely to have a material impact on SNB's liquidity, capital resources, or operations. Further, management is aware of no current recommendations by
regulatory authorities that, if they were to be implemented, would have such an effect.

Acquisition

On January 29, 1998, SNB entered into an Agreement and Plan of Merger with Crossroads Bancshares, Inc. in Perry, Georgia, pursuant to which Crossroads would be merged with and become a wholly owned subsidiary of SNB. On August 8, 1998, the merger
was completed in a 100% stock pooling of interests transaction, and 846,743 shares of SNB common stock were issued to effect the merger. On June 3, 1999, the bank name was changed from Crossroads Bank to Security Bank of Houston County. SB-Houston
operates four offices in Houston County - one in Perry, Georgia and three in Warner Robins, Georgia. The merger allowed SNB to establish an immediate presence in its primary targeted market for expansion. Houston County is included in the same
Macon-Warner Robins metropolitan statistical area as SNB's principal Bibb County market. The Warner Robins Air Force Base is the largest employer in the middle Georgia area and helps to make the two counties a common market.

Expanded Coverage of Market Area

Bibb County:

As the company grows, it continues to add physical office locations and delivery channels to serve its existing middle Georgia market. SNB is adequately capitalized to meet all anticipated capital expenditure needs. During 1999, the company
introduced an Internet banking product for its customers. In 1998 the Hartley Bridge Road branch was constructed and opened in southwest Bibb County by the lead bank. This is Security Bank's sixth full service location in Macon. Security Bank purchased an
existing facility and opened its fifth full service office at 3945 Pio Nono Avenue in south Macon in August, 1997. Security Bank's existing Shurling Drive branch was relocated to a larger and more convenient major intersection at 614 Shurling Drive. In
February 1997, the bank relocated its in-house data processing facility and operational support functions to a leased operations center on Riverside Drive near the bank's main office. Platformation and other improvements to the company's internal
information technology were made in 1997. During 1996, a remote ATM/night depository facility was established on Forsyth Road in northwest Macon. In October, 1996, Security Bank converted its data processing software to a new advanced system. These
additional fixed asset purchases were financed through the equity base and retained earnings of the company with no external borrowing.

Houston County:

During the first quarter of 2000, SB-Houston's fourth full service office in Houston County was established on Houston Lake Road in Warner Robins. In October 1997, prior to the SB-Houston merger, SB-Bibb made its first expansion move into
neighboring Houston County. A mortgage loan production office was established in Warner Robins, Georgia under the management of a veteran mortgage originator from the area. In conjunction, the mortgage lending function was strengthened in Bibb County as
well. The mortgage division in Houston County has now been relocated from leased space into the new branch office on Houston Lake Road.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

Information for all prior periods in the following discussion has been retroactively adjusted for the pooling of interests combination with Crossroads Bancshares, Inc., which occurred on August 8, 1998. All share and per share data have been
restated to reflect a 25% stock split effected in the form of a dividend on September 25, 1997.

SNB's net income was $3,245,174, $2,326,967, and $2,607,379 for the years 1999, 1998 and 1997, respectively. Diluted earnings per share amounted to $0.96 in 1999, $0.69 in 1998, and $0.80 in 1997. The company's return on average assets amounted to
1.27% for 1999, 1.04% for 1998, and 1.30% for 1997. The return on average equity was 12.08%, 9.41%, and 12.17%, respectively. Earnings have returned to an upward trend after several factors decreased the earnings during 1998 and 1997. Among these factors
were $532,484 in one-time pre-tax costs of the1998 acquisition in Houston County and associated name changes for the banks, the establishment of a more extensive branch network, and increased technological costs associated with setting up a multi-bank
data processing center.



Net Interest Income

Net interest income (the difference between the interest earned on assets and the interest paid on deposits and liabilities) is the principal source of earnings for the company. SNB's average net interest rate margin, on a taxable equivalent basis,
compares well with industry standards at 5.21% in 1999, 5.33% in 1998 and 5.38% in 1997. Net interest income before tax equivalency adjustments in 1999 amounted to $11,975,079, up 11.6% from $10,734,768 in 1998. The 1998 net interest income was up 11.5%
from $9,624,365 posted in 1997.

The following table presents interest income, adjusted to a tax equivalent basis, interest expense and the resulting average net interest rate margins for the past three years.

|TABLE 10                      |     |                         |         |         |     
|----------------------------- | --- | ----------------------- | ------- | ------- | ----
|NET INTEREST INCOME           |     |                         |         |        
|(In Thousands)                |     | Years Ended December 31
|                              |     |                         | 1999    | 1998    | 1997
|Interest Income               |     | $20,402                 | $18,630 | $16,969
|Taxable Equivalent Adjustment | 199 | 228                     | 269    
|Interest Income (1)           |     | 20,601                  | 18,858  | 17,238 
|Interest Expense              |     | 8,427                   | 7,895   | 7,345  
|Net Interest Income (1)       |     | $12,174                 | $10,963 | $9,893 
|                              |     |                         |         |         |     

|                             |       |       | Years Ended December 31           
|---------------------------- | ----- | ----- | ----------------------------------
|                             |       |       | 1999                              
|                             |       |       | (As a % of Average Earning Assets)
|Interest Income (1)          |       | 8.82% | 9.17%                             
|Interest Expense             |       | 3.61% | 3.84%                             
|Net Interest Rate Margin (1) | 5.21% | 5.33% | 5.38%                             

(1) Reflects taxable equivalent adjustments using the statutory federal income tax rate of 34% in adjusting interest on tax-exempt securities to a fully taxable basis.

1999 compared to 1998:

Tax equivalent net interest income increased by $1,211,000 from 1998 to 1999. This significant increase in absolute dollars of margin in 1999 was driven by strong balance sheet growth. The average margin yield declined by 12 basis points, from
5.33% in 1998 to 5.21% in 1999. During the last half of 1999, the prime borrowing rate increased by 100 basis points, from 7.75% to 8.75% by year end. Management is pleased with the stability of the margin in spite of intense local competition on cut rate
loan pricing.

Balances in average interest earning assets rose by 13.5% in 1999 over 1998. Growth in higher yielding loan balances accounted mainly for this increase. Average loan balances increased 19.4% and represented 75.1% of the average balance sheet in 1999,
up from 71.8% of the average balance sheet in 1998. Investment securities and federal funds sold, on the other hand, were 16.3% of average 1999 assets, down from 20.2% during 1998. The overall yield on average interest earning assets, on a taxable
equivalent basis, declined by 35 basis points from 9.17% in 1998 to 8.82% in 1999. The decline is attributed to a 64 basis point drop in average loan yields.

At the same time, the overall average cost of interest bearing liabilities has fallen 35 basis points, from 4.87% in 1998 to 4.52% in 1999. The mix of deposits has improved steadily over the past few years. The relative percentages of demand and low
cost transaction accounts have increased. This is attributed to aggressive marketing in a period of flux for area super regional competition, growing consumer business due to the convenience of a larger branch network, and increases in business deposit
relationships from larger commercial credit lines. Rates paid on interest bearing checking and savings accounts have trended downward over the periods to reflect current market pricing. The average cost of certificates of deposit also declined during
1999, after holding relatively steady for the previous three years.

1998 compared to 1997:

Most patterns are similar when comparing 1998 margin results to 1997. Tax equivalent net interest income increased by $1,070,000 from 1997 to 1998. The increase is attributed to significant balance sheet growth and improvements in balance sheet
mix. The average margin yield declined by 5 basis points, from 5.38% in 1997 to 5.33% in 1998. Average interest earning assets rose by 11.9% in 1998 over 1997. Loans became a more dominant asset, representing 71.8% of the average balance sheet in 1998, up
from 67.5% in 1997. Lower yielding investment securities and federal funds sold dropped to 20.2% of average 1998 assets, down from 23.9% during 1997. The mix of deposits improved during 1998 as well. The costlier certificates of deposit totaled 54.3% of
average 1998 deposits, down from 56.4% in 1997.

The table on the following pages summarizes average balance sheets, interest and yield information on a taxable equivalent basis for the years ended December 31, 1999, 1998, 1997.



|TABLE 11                                    |                              |          |                              |   |                              |          |        |   |          |          |       
|------------------------------------------- | ---------------------------- | -------- | ---------------------------- | - | ---------------------------- | -------- | ------ | - | -------- | -------- | ------
|AVERAGE BALANCE SHEETS, INTEREST AND YIELDS |                              |          |                              |   |                              |          |        |   |         
|(Tax equivalent basis, in thousands)        |                              |          |                              |   |                              |          |        |   |          |          |       
|                                            |                              |          |                              |   |                              |          |        |   |          |          |       
|                                            | Year Ended December 31, 1999 |          | Year Ended December 31, 1998 |   | Year Ended December 31, 1997
|                                            | Average                      |          | Yield/                       |   | Average                      |          | Yield/ |   | Average  |          | Yield/
|                                            | Balance                      | Interest | Rate                         |   | Balance                      | Interest | Rate   |   | Balance  | Interest | Rate  
|ASSETS:                                     |                              |          |                              |   |                              |          |        |   |          |          |       
|Loans, net of unearned income: (a) (b)      |                              |          |                              |   |                              |          |        |   |          |         
|Taxable                                     | $191,768                     | 17,994   | 9.38                         | % | $160,543                     | 16,089   | 10.02  | % | $135,761 | 14,204   | 10.46 
|Tax exempt (c)                              | 0                            | 0        | 0.00                         |   | 0                            | 0        | 0.00   |   | 0        | 0        | 0.00  
|Net loans                                   | 191,768                      | 17,994   | 9.38                         |   | 160,543                      | 16,121   | 10.02  |   | 135,761  | 14,204   | 10.52 
|Investment securities: (d)                  |                              |          |                              |   |                              |          |        |   |          |          |       
|Taxable                                     | 29,867                       | 1,799    | 6.02                         |   | 28,512                       | 1,647    | 5.78   |   | 26,897   | 1,606    | 5.97  
|Tax exempt (c)                              | 7,640                        | 586      | 7.67                         |   | 8,479                        | 672      | 7.93   |   | 9,895    | 792      | 8.00  
|Total investment securities                 | 37,507                       | 2,385    | 6.36                         |   | 36,991                       | 2,319    | 6.27   |   | 36,792   | 2,398    | 6.52  
|Interest earning deposits                   | 20                           | 5        | 23.57                        |   | 15                           | 2        | 10.57  |   | 20       | 2        | 10.36 
|Federal funds sold                          | 4,204                        | 218      | 5.19                         |   | 8,113                        | 448      | 5.52   |   | 11,215   | 634      | 5.65  
|                                            |                              |          |                              |   |                              |          |        |   |          |          |       
|Total interest earning assets               | 233,499                      | 20,601   | 8.82                         |   | 205,662                      | 18,858   | 9.17   |   | 183,788  | 17,238   | 9.38  
|Non-earning assets                          | 21,912                       |          |                              |   | 18,027                       |          |        |   | 17,343   |          |       
|                                            |                              |          |                              |   |                              |          |        |   |          |          |       
|Total assets                                | $255,411                     |          |                              |   | $223,689                     |          |        |   | $201,131 |          |       
|                                            |                              |          |                              |   |                              |          |        |   |          |          |       





|                                                                                                                           | Year Ended December 31, 1999 |          | Year Ended December 31, 1998 |  | Year Ended December 31, 1997
|-------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | -------- | ---------------------------- |  | ----------------------------
|                                                                                                                           | Average                      |          | Yield/                       |  | Average                     
|                                                                                                                           | Balance                      | Interest | Rate                         |  | Balance                     
|                                                                                                                           |                              |          |                              |  |                             
|LIABILITIES AND                                                                                                            |                              |          |                              |  |                             
|STOCKHOLDERS' EQUITY:                                                                                                      |                              |          |                              |  |                             
|Interest bearing demand deposits                                                                                           | $19,456                      | 202      | 1.04                         |  | $17,707                     
|Money market accounts                                                                                                      | 32,151                       | 1,175    | 3.66                         |  | 28,799                      
|Savings deposits                                                                                                           | 6,465                        | 123      | 1.90                         |  | 6,081                       
|Time deposits of $100,000 or more                                                                                          | 26,525                       | 1,491    | 5.62                         |  | 24,637                      
|Other time deposits                                                                                                        | 93,182                       | 5,022    | 5.39                         |  | 79,268                      
|Federal funds purchased and                                                                                                |                              |          |                              |  |                             
|repurchase agreements sold                                                                                                 | 4,518                        | 213      | 4.71                         |  | 2,083                       
|Demand note U.S. Treasury                                                                                                  | 676                          | 21       | 3.15                         |  | 802                         
|Other borrowed money-FHLB                                                                                                  | 3,340                        | 167      | 4.99                         |  | 2,461                       
|Capital leases & mortgage debt                                                                                             | 159                          | 14       | 8.78                         |  | 211                         
|Total interest bearing liabilities                                                                                         | 186,472                      | 8,427    | 4.52                         |  | 162,049                     
|                                                                                                                           |                              |          |                              |  |                             
|Non-int. bearing demand deposits                                                                                           | 39,414                       |          |                              |  | 34,728                      
|Other liabilities                                                                                                          | 2,663                        |          |                              |  | 2,138                       
|Stockholders' equity                                                                                                       | 26,862                       |          |                              |  | 24,774                      
|Total liabilities and                                                                                                      |                              |          |                              |  |                             
|stockholders' equity                                                                                                       | $255,411                     |          |                              |  | $223,689                    
|                                                                                                                           |                              |          |                              |  |                             
|Interest rate spread                                                                                                       |                              |          | 4.30%                        |  |                             
|Net interest income                                                                                                        |                              | 12,174   |                              |  |                             
|Net interest margin                                                                                                        |                              |          | 5.21%                        |  |                             
|                                                                                                                           |                              |          |                              |  |                             
|                                                                                                                           |                              |          |                              |  |                             
|Notes to Table of Average Balance Sheets, Interest and Yields:                                                             |                              |          |                              |  |                             
|(a) Interest income includes loan fees as follows (in thousands): 1999-$908; 1998-$855, and 1997-$726.                     |                              |          |                              |  |                             
|(b) Average loans are shown net of unearned income. Nonaccrual loans are included.                                         |                              |          |                              |  |                             
|(c) Reflects taxable equivalent adjustments using the statutory income tax rate of 34% in adjusting interest on tax exempt |                              |          |                              | 
|investment securities to a fully taxable basis. The taxable equivalent adjustment included in the table above amounts to   |                              |          |                              | 
|$199 for 1999, $228 for 1998, and $269 for 1997. (in thousands).                                                           |                              |          |                              |  |                             
|(d) Investment securities are stated at amortized or accreted cost.                                                        |                              |          |                              |  |                             

The following tables provide a detailed analysis of the changes in interest income and interest expense due to changes in rate and volume for the year 1999 compared to the year 1998 and for the year 1998
compared to the year 1997.



|TABLE 12                                                                                                                                                                           |                                 |         |                       |  |        |        |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | ------- | --------------------- |  | ------ | ------ | ------
|RATE / VOLUME ANALYSIS                                                                                                                                                             |                                 |         |                       |  |        |        |       
|(In thousands)                                                                                                                                                                     | For the Years Ended December 31
|                                                                                                                                                                                   | 1999 Compared to 1998           |         | 1998 Compared to 1997
|                                                                                                                                                                                   | Change Due To (a)               |         | Change Due To (a)    
|                                                                                                                                                                                   |                                 |         | Net                   |  |        |        | Net   
|                                                                                                                                                                                   | Volume                          | Rate    | Change                |  | Volume | Rate   | Change
|INTEREST EARNED ON:                                                                                                                                                                |                                 |         |                       |  |        |        |       
|Taxable loans, net                                                                                                                                                                 | $3,130                          | (1,226) | 1,904                 |  | 2,594  | (708)  | 1,886 
|Tax exempt loans (b)                                                                                                                                                               | 0                               | 0       | 0                     |  | 0      | 0      | 0     
|Taxable investment securities                                                                                                                                                      | 78                              | 73      | 152                   |  | 96     | (55)   | 41    
|Tax exempt investment securities (b)                                                                                                                                               | (67)                            | (20)    | (86)                  |  | (113)  | (7)    | (120) 
|Interest earning deposits                                                                                                                                                          | 10                              | 3       | 3                     |  | 0      | 0      | 0     
|Federal funds sold                                                                                                                                                                 | (216)                           | (14)    | (229)                 |  | (175)  | (11)   | (186) 
|                                                                                                                                                                                   |                                 |         |                       |  |        |        |       
|Total interest income                                                                                                                                                              | 2,927                           | (1,184) | 1,743                 |  | 2,401  | (781)  | 1,620 
|                                                                                                                                                                                   |                                 |         |                       |  |        |        |       
|INTEREST PAID ON:                                                                                                                                                                  |                                 |         |                       |  |        |        |       
|Interest bearing demand deposits                                                                                                                                                   | 27                              | (104)   | (76)                  |  | 32     | (4)    | 28    
|Money market accounts                                                                                                                                                              | 129                             | (61)    | 68                    |  | 155    | 13     | 168   
|Savings deposits                                                                                                                                                                   | 9                               | (26)    | (18)                  |  | 0      | 0      | 0     
|Time deposits of $100,000 or more                                                                                                                                                  | 111                             | (71)    | 40                    |  | 71     | 5      | 76    
|Other time deposits                                                                                                                                                                | 808                             | (388)   | 420                   |  | 256    | (98)   | 158   
|Federal funds purchased                                                                                                                                                            |                                 |         |                       |  |        |        |       
|and repurchase agreements sold                                                                                                                                                     | 124                             | (18)    | 106                   |  | 79     | 3      | 82    
|Demand note U.S. Treasury                                                                                                                                                          | (4)                             | (2)     | (6)                   |  | 19     | (20)   | (2)   
|Other borrowed money-FHLB                                                                                                                                                          | 59                              | (56)    | 2                     |  | 65     | (25)   | 40    
|Capital leases & mortgage debt                                                                                                                                                     | (5)                             | 1       | (5)                   |  | (2)    | 2      | 0     
|                                                                                                                                                                                   |                                 |         |                       |  |        |        |       
|Total interest expense                                                                                                                                                             | 1,258                           | (726)   | 532                   |  | 675    | (125)  | 550   
|                                                                                                                                                                                   |                                 |         |                       |  |        |        |       
|Net interest income                                                                                                                                                                | $1,669                          | ($457)  | $1,212                |  | $1,726 | ($657) | $1,069
|                                                                                                                                                                                   |                                 |         |                       |  |        |        |       
|(a) The change in interest due to both rate and volume has been allocated to the rate component.                                                                                   |                                 |        
|(b) Reflects taxable equivalent adjustments using the statutory federal income tax rate of 34% in adjusting interest on tax exempt investment securities to a fully taxable basis. |                                
|                                                                                                                                                                                   |                                 |         |                       |  |        |       





Interest Rate Risk Management

The management of interest rate risk is the primary goal of SNB's asset/liability management function. SNB attempts to achieve consistent growth in net interest income while limiting volatility from changes in interest rates. Management seeks to
accomplish this goal by balancing the maturity and repricing characteristics of various assets and liabilities. SNB's asset/ liability mix is sufficiently balanced so that the effect on net interest income of interest rate moves in either direction is not
expected to be significant over time.

The principal tool used by SNB to measure its interest rate sensitivity is a cumulative gap analysis model that seeks to measure the repricing differentials, or gap, between rate sensitive assets and liabilities over various time horizons.
Additionally, simulation modeling is used to estimate the impact on net interest income of overall repricing at various levels of increase or decrease in current market interest rates over a range of plus or minus 300 basis points. At December 31, 1999,
the company estimates through simulation modeling that net interest income at its lead bank in Bibb County would decrease by ($90,419) if interest rates rose by 300 basis points, and increase by $155,321 if interest rates declined by 300 basis points.

The following table reflects the gap positions of SNB's consolidated balance sheet as of December 31, 1999 and 1998 at various repricing intervals. This gap analysis indicates that SNB's repricing abilities showed liability sensitive over a one-year
time horizon at December 31, 1999 and December 31, 1998, with negative cumulative one-year gaps of (14.3%) at 1999 year-end and (3.1%) at 1998 year- end. The projected deposit repricing volumes reflect adjustments based on management's assumptions of the
expected rate sensitivity to current market rates for core deposits without contractual maturity (i.e., interest bearing checking, savings and money market accounts). Adjustments are also made for callable investment securities in the bond portfolio to
place these bonds in call date categories. Management believes that these adjustments allow for a more accurate profile of SNB's interest rate risk position. Management is of the opinion that the current degree of interest rate risk is acceptable and
within policy parameters.

|TABLE 13                                                                                          |       |           |                   |           |          |             |       
|------------------------------------------------------------------------------------------------- | ----- | --------- | ----------------- | --------- | -------- | ----------- | ------
|INTEREST RATE SENSITIVITY                                                                         |       |           |                   |           |         
|(In Thousands)                                                                                    |       |           | December 31, 1999
|                                                                                                  |       |           |                   |           | Over 3   | Over 1 year |       
|                                                                                                  |       |           |                   | 0 up to 3 | up to 12 | up to       | Over 5
|Amounts maturing or repricing:                                                                    |       | months    | months            | 5 years   | years   
|Investment securities (a)                                                                         |       |           | $6,221            | $2,714    | $21,241  | $14,856    
|Loans, net of unearned income (b)                                                                 |       | 36,038    | 49,749            | 90,278    | 30,519  
|Other earning assets                                                                              |       |           | 6,156             | 0         | 0        | 0          
|Interest sensitive assets                                                                         |       |           | 48,415            | 52,463    | 111,519  | 45,375     
|Deposits                                                                                          |       |           |                   | 63,187    | 61,664   | 61,370      | 0     
|Other borrowings                                                                                  |       |           | 9,740             | 3,084     | 3,000    | 0          
|Interest sensitive liabilities                                                                    |       | 72,927    | 64,748            | 64,370    | 0       
|                                                                                                  |       |           |                   |           |          |             |       
|Interest sensitivity gap                                                                          |       |           | (24,512)          | (12,285)  | 47,149   | 45,375     
|Cumulative interest sensitivity gap                                                               |       | ($24,512) | ($36,797)         | $10,352   | $55,727 
|Cumulative interest sensitivity gap as a percentage                                               |       |           |                   |          
|of total interest sensitive assets                                                                |       | -9.5%     | -14.3%            | 4.0%      | 21.6%   
|Cumulative interest sensitive assets as a percentage of cumulative interest sensitive liabilities | 66.4% | 73.3%     | 105.1%            | 127.6%   
|                                                                                                  |       |           |                   |           |          |             |       





|                                                                                                                                                                                                             |       |          |          | December 31, 1998
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----- | -------- | -------- | -----------------
|                                                                                                                                                                                                             |       |          |          |                  
|                                                                                                                                                                                                             |       |          |          | 0 up to 3        
|Amounts maturing or repricing:                                                                                                                                                                               |       | months   | months   | 5 years          
|Investment securities (a)                                                                                                                                                                                    |       |          | $6,446   | $10,793          
|Loans, net of unearned income (b)                                                                                                                                                                            |       | 43,671   | 38,422   | 79,475           
|Other earning assets                                                                                                                                                                                         |       |          | 10,682   | 0                
|Interest sensitive assets                                                                                                                                                                                    |       |          | 60,799   | 49,215           
|Deposits                                                                                                                                                                                                     |       |          |          | 58,553           
|Other borrowings                                                                                                                                                                                             |       |          | 3,299    | 55               
|Interest sensitive liabilities                                                                                                                                                                               |       | 61,852   | 55,246   | 56,386           
|                                                                                                                                                                                                             |       |          |          |                  
|Interest sensitivity gap                                                                                                                                                                                     |       |          | (1,053)  | (6,031)          
|Cumulative interest sensitivity gap                                                                                                                                                                          |       | ($1,053) | ($7,084) | $25,508          
|Cumulative interest sensitivity gap as a percentage                                                                                                                                                          |       |          |          |                  
|of total interest sensitive assets                                                                                                                                                                           |       | -0.5%    | -3.1%    | 11.2%            
|Cumulative interest sensitive assets as a percentage                                                                                                                                                         |       |          |          |                  
|of cumulative interest sensitive liabilities                                                                                                                                                                 | 98.3% | 94.0%    | 114.7%   | 131.6%           
|                                                                                                                                                                                                             |       |          |          |                  
|(a) Excludes the effect of SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities", consisting of a net unrealized loss of ($695) in 1999 and a net unrealized gain of $300 in 1998.
|(b) Nonaccrual loans are excluded.                                                                                                                                                                           |       |          |          |                  
|                                                                                                                                                                                                             |       |          |          |                  

Provision for Loan Losses

The general nature of lending results in periodic charge offs, in spite of SNB's continuous loan review process, credit standards, and internal controls. Amounts of net loans charged off during 1999 and 1998, although higher than the company's
recent history, are reasonable by industry standards. Net charge offs remained fairly constant from 1998 to 1999, which is exemplary given the growth of the loan portfolio over the same period. SNB incurred net charge offs of $478,891 during 1999,
compared to $426,734 during 1998 and $403,589 in 1997. SNB expensed $736,000 in 1999, $636,000 in 1998, and $505,000 in 1997 for loan loss provisions. The reserve for loan losses on December 31, 1999 stood at 1.12% of outstanding net loans, compared to
1.16% and 1.28% at December 31, 1998 and 1997.

The provision for loan losses represents management's determination of the amount necessary to be transferred to the reserve for loan losses to maintain a level that it considers adequate in relation to the risk of future losses inherent in the loan
portfolio. It is the policy of SNB's subsidiary banks to provide for exposure to losses principally through an ongoing loan review process. This review process is undertaken to ascertain any probable losses that must be charged off and to assess the risk
characteristics of individually significant loans and of the portfolio in the aggregate. This review takes into consideration the judgments of the responsible lending officers and the Loan Committees of the banks' Boards of Directors, and also those of
the regulatory agencies that review the loans as part of their regular examination process. During routine examinations of banks, the primary banking regulators may, from time to time, require additions to banks' provisions for loan losses and reserves
for loan losses if the regulators' credit evaluations differ from those of management.

In addition to ongoing internal loan reviews and risk assessment, management uses other factors to judge the adequacy of the reserve including current economic conditions, loan loss experience, regulatory guidelines and current levels of nonperforming
loans. Management believes that the $2,070,253 balance in the reserve for loan losses at December 31, 1999, and the $2,327,181 balance at December 31, 1998 were adequate to absorb known risks in the loan portfolio at those dates. No assurance can be
given, however, that adverse economic conditions or other circumstances will not result in increased losses in the company's loan portfolio.

In accordance with SFAS No. 114, "Accounting by Creditors for Impairment of a Loan", management, considering current information and events regarding the borrowers' ability to repay their obligations, considers a loan to be impaired when the ultimate
collectibility of all amounts due, according to the contractual terms of the loan agreement, is in doubt. When a loan becomes impaired, management calculates the impairment based on the present value of expected future cash flows discounted at the loan's
effective interest rate. If the loan is collateral dependent, the fair value of the collateral is used to measure the amount of impairment. The amount of impairment and any subsequent changes are recorded, through a charge to earnings, as an adjustment to
the reserve for loan losses. When management considers a loan, or a portion thereof, as uncollectible, it is charged against the reserve for loan losses.

The following tables summarize loans charged off, recoveries of loans previously charged off and additions to the reserve that have been charged to operating expense for the periods indicated. The company has no lease financing or foreign loans.



|TABLE 14                                            |       |        |                         |        |        |        |        | 
|--------------------------------------------------- | ----- | ------ | ----------------------- | ------ | ------ | ------ | ------ | 
|RESERVE FOR LOAN LOSSES                             |       |        | Years Ended December 31 |       
|(In Thousands)                                      |       |        | 1999                    | 1998   | 1997   | 1996   | 1995  
|                                                    |       |        |                         |        |        |        |        | 
|Reserve for loan losses at                          |       |        |                         |        |        |        |       
|beginning of period                                 |       |        | $2,070                  | $1,861 | $1,759 | $1,451 | $1,402
|Loans charged off during the period:                |       |        |                         |        |        |       
|Commercial, financial and agricultural              |       | 131    | 35                      | 295    | 75     | 12    
|Real estate-construction                            |       |        | 0                       | 58     | 0      | 0      | 0     
|Real estate-mortgage                                |       |        | 25                      | 200    | 150    | 53     | 164   
|Loans to individuals                                |       |        | 431                     | 204    | 243    | 90     | 67    
|Total loans charged off                             |       |        | 587                     | 497    | 688    | 218    | 243   
|                                                    |       |        |                         |        |        |        |        | 
|Recoveries during the period of loans               |       |        |                         |        |        |       
|previously charged off:                             |       |        |                         |        |        |        |       
|Commercial, financial and agricultural              |       | 49     | 36                      | 205    | 124    | 23    
|Real estate-construction                            |       |        | 0                       | 0      | 0      | 0      | 0     
|Real estate-mortgage                                |       |        | 5                       | 3      | 9      | 37     | 25    
|Loans to individuals                                |       |        | 54                      | 31     | 71     | 45     | 25    
|Total loans recovered                               |       |        | 108                     | 70     | 285    | 206    | 73    
|Net loans charged off during the period             |       | 479    | 427                     | 403    | 12     | 170   
|                                                    |       |        |                         |        |        |        |        | 
|Additions to reserve-provision expense              |       | 736    | 636                     | 505    | 320    | 219   
|                                                    |       |        |                         |        |        |        |        | 
|Reserve for loan losses at end of period            |       | $2,327 | $2,070                  | $1,861 | $1,759 | $1,451
|                                                    |       |        |                         |        |        |        |        | 
|Reserve for loan losses to period end net loans     | 1.12% | 1.16%  | 1.28%                   | 1.42%  | 1.50% 
|                                                    |       |        |                         |        |        |        |        | 
|Ratio of net loans charged off during the period to |       |        |                         |        |       
|average net loans outstanding during the period     | 0.25% | 0.27%  | 0.30%                   | 0.01%  | 0.19% 
|                                                    |       |        |                         |        |        |        |        | 

An allocation of the reserve for loan losses has been made according to the respective amounts deemed necessary to provide for the possibility of incurred losses within the various loan categories. The
allocation is based primarily on previous charge off experience adjusted for risk characteristic changes among each category. Additional reserve amounts are allocated by evaluating the loss potential of individual loans that management has considered
impaired. The reserve for loan loss allocation is based on subjective judgment and estimates, and therefore is not necessarily indicative of the specific amounts or loan categories in which charge offs may ultimately occur. The adoption of SFAS 114 in
1995 did not have a material effect on the consolidated financial statements and prior years have not been restated. The following table shows a five-year comparison of the allocation of the reserve for loan losses.



|TABLE 15                                                                                |      |        |         |        |         |        |             |        |         |        |         |    
|--------------------------------------------------------------------------------------- | ---- | ------ | ------- | ------ | ------- | ------ | ----------- | ------ | ------- | ------ | ------- | ---
|ALLOCATION OF RESERVE FOR LOAN LOSSES                                                   |      |        |         |        |         |        |             |        |        
|(In Thousands)                                                                          |      |        |         |        |         |        |             |        |         |        |        
|                                                                                        |      |        |         |        |         |        | December 31 |        |         |        |        
|                                                                                        |      |        | 1999    | 1998   | 1997    | 1996   | 1995       
|                                                                                        |      |        | Reserve | % *    | Reserve | % *    | Reserve     | % *    | Reserve | % *    | Reserve | % *
|Balance at end of period applicable to:                                                 |      |        |         |        |         |        |             |        |         |       
|Commercial, financial and agricultural                                                  | $332 | 21%    | $279    | 21%    | $265    | 24%    | $264        | 20%    | $239    | 20%   
|Real estate-construction                                                                |      | 157    | 8%      | 124    | 10%     | 98     | 5%          | 66     | 8%      | 43     | 8%     
|Real estate-mortgage                                                                    |      | 733    | 63%     | 776    | 59%     | 726    | 61%         | 725    | 62%     | 599    | 62%    
|Loans to individuals                                                                    |      | 524    | 8%      | 373    | 10%     | 307    | 10%         | 264    | 10%     | 207    | 10%    
|Unallocated                                                                             |      | 581    | -       | 518    | -       | 465    | -           | 440    | -       | 363    | -      
|Total reserve for loan losses                                                           |      | $2,327 | 100%    | $2,070 | 100%    | $1,861 | 100%        | $1,759 | 100%    | $1,451 | 100%   
|                                                                                        |      |        |         |        |         |        |             |        |         |        |         |    
|* Loan balance in each category expressed as a percentage of total end of period loans. |      |        |         |        |        
|                                                                                        |      |        |         |        |         |        |             |        |         |        |         |    

Asset Quality

Nonperforming assets consist of nonaccrual loans, loans restructured due to debtors' financial difficulties, loans past due 90 days or more as to interest or principal and still accruing, and real estate acquired through foreclosure and
repossession. Nonaccrual loans are those loans on which recognition of interest income has been discontinued. Restructured loans generally allow for an extension of the original repayment period or a reduction or deferral of interest or principal because
of a deterioration in the financial position of the borrower. Loans, whether secured or unsecured, are generally placed on nonaccrual status when principal and/or interest is 90 days or more past due, or sooner if it is known or expected that the
collection of all principal and/or interest is unlikely. Any loan past due 90 days or more, if not classified as nonaccrual based on a determination of collectibility, is classified as a past due loan. Other real estate is initially recorded at the lower
of cost or estimated market value at the date of acquisition. A provision for estimated losses is recorded when a subsequent decline in value occurs.



Nonperforming assets at December 31, 1999 amounted to $1,431,000, or 0.50% of total assets. This compares to $1,518,000 in nonperforming assets at December 31, 1998, which represented 0.60% of total assets. Nonperforming assets at December 31, 1997
were $1,871,000, or 0.86% of total assets. The reserve for loan losses has been maintained over time at levels that are more than sufficient to absorb the total amount of nonperforming assets.

|TABLE 16                                 |  |         |         |            |              |         |     
|---------------------------------------- |  | ------- | ------- | ---------- | ------------ | ------- | ----
|NONPERFORMING ASSETS                     |  |         |         |            |              |        
|(In thousands)                           |  |         |         |            | December 31  |         |     
|                                         |  |         | 1999    | 1998       | 1997         | 1996    | 1995
|Nonperforming loans:                     |  |         |         |            |              |        
|Nonaccrual loans                         |  | $965    | $594    | $870       | $702         | $277   
|Restructured loans                       |  | 0       | 0       | 0          | 0            | 0      
|Loans 90 days or more past due           |  |         |         |            |              |        
|and still accruing                       |  | 341     | 203     | 123        | 545          | 10     
|Total nonperforming loans                |  | 1,306   | 797     | 993        | 1,247        | 287    
|Other real estate owned                  |  | 125     | 721     | 878        | 639          | 545    
|Total nonperforming assets               |  | $1,431  | $1,518  | $1,871     | $1,886       | $832   
|                                         |  |         |         |            |              |         |     
|Nonperforming assets to total loans      |  |         |         |            |             
|and other real estate                    |  | 0.69%   | 0.84%   | 1.28%      | 1.51%        | 0.85%  
|Reserve for loan losses                  |  |         |         |            |              |        
|to nonperforming loans                   |  | 178.18% | 259.72% | 187.41%    | 141.06%      | 505.57%
|                                         |  |         |         |            |              |         |     
|Year ended December 31, 1999:            |  |         |         | Nonaccrual | Restructured | Total  
|Interest at contracted rates (a)         |  |         |         | $ 65       | $0           | $ 65   
|Interest recorded as income              |  |         |         | 0          | 0            | 0      
|Reduction of interest income during 1999 |  |         | $ 65    | $0         | $ 65        
|                                         |  |         |         |            |              |         |     

(a) Interest income that would have been recorded, if the loans had been current and in accordance with their original terms.

At December 31, 1999 and December 31, 1998, there were no other loans classified for regulatory purposes as loss or doubtful which are not included in the table above, but there were other loans classified for regulatory purposes as substandard or
special mention which are not included in the table above. However, management is aware of no such substandard or special mention loans not included above which (i) represent or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity, or capital resources, or (ii) represent material credits about which any information causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms.

Noninterest Income

Noninterest income of $3,072,907 in 1999 represented a 20.1% increase from $2,557,810 recorded in 1998. Other service charges, commissions and fees increased $377,524, or 38.6%, primarily from fees earned on long term mortgages sold in the
secondary market. Service charges on deposit accounts increased by $12,025, or 0.79%, between the two periods. The increase was due to growth in core transaction accounts. Other increases were recorded in volume driven income sources such as ATM fees.

Noninterest income in 1998 totaled $2,557,810, up 39.8% from $1,829,525 in 1997. Approximately 77% of the increase, or $570,000, is attributed to fees from the mortgage division that was established late in 1997. Other increases were realized in
service charges on deposit accounts due to the strong growth in core deposits and increased fees collected for insufficient funds.

Noninterest Expense

Noninterest expense was $9,537,391 for the year 1999, up 6.6% from $8,946,668 in 1998. The banks continue to increase staff to strengthen the management team, add internal support positions and grow the mortgage division. Total salaries and
benefits increased by $659,292, or 14.5%. Occupancy costs grew by 23.7%, or $282,299. The increase is attributed to operating and depreciation costs for new branches, ATM sites, and the mortgage office in Houston County. All other operating overhead
decreased by ($350,868), or (10.9)%. In 1998, earnings were negatively impacted by costs associated with name changes for both banks, and by the SB-Houston conversion and merger.

Noninterest expense was $8,946,668 for the year 1998, up 25.7% from $7,118,654 in 1997. Over half of the increase is attributed to higher costs of salaries and benefits for a growing organization with added physical locations. Salaries and benefits
increased by $937,366, or 26.0%, and occupancy costs rose by $148,363, or 14.2%. Other overhead expense increased $742,285, or 30.0%, primarily concerning the SB-Houston conversion and merger.

Income Tax Expense

SNB's consolidated federal and state income tax expense increased to $1,529,296 in 1999, up from $1,382,943 in 1998, and $1,222,857 in 1997. The effective tax rate was 32.0%, 37.3%, and 31.9% in 1999, 1998, and 1997, respectively. See Note 8 to
SNB's consolidated financial statements for a detailed analysis of income taxes.

Inflation

Inflation impacts the financial condition and operating results of SNB. However, because most of the assets of the bank subsidiaries are monetary in nature, the effect is less significant compared to other commercial or industrial companies with
heavy investments in inventories and fixed assets. Inflation influences the growth of total banking assets, which in turn produces a need for an increased equity capital base to support the growing banks. Inflation also influences interest rates and tends
to raise the general level of salaries, operating costs and purchased services. SNB has not attempted to measure the effect of inflation on various types of income and expense due to difficulties in quantifying the impact. Management's awareness of
inflationary effects has led to various operational strategies to cope with its impact. The banks engage in various asset / liability management strategies to control interest rate sensitivity and minimize exposure to interest rate risk. Prices for
banking products and services are continually reviewed in relation to current costs, and overhead cost cutting is an ongoing task.



Forward-Looking Statements

Certain statements contained in the Company's annual report on Form 10-KSB that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. In addition, certain
statements in future filings by SNB with the Securities and Exchange Commission, in press releases, and in oral and written statements made by or with the approval of SNB which are not statements of historical fact constitute forward-looking statements
within the meaning of this Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure and other financial
items; (ii) statements of plans and objectives of SNB or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such
statements. Words such as "believes", "anticipates", "expects", "intends", "targeted", and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements
include, but are not limited to: (i) the strength of the U.S. economy in general and the strength of the local economies in which operations are conducted; (ii) the effects of and changes in trade, monetary and fiscal policies and laws, including interest
rate policies of the Federal Reserve Board; (iii) inflation, interest rate, market and monetary fluctuations; (iv) the timely development of and acceptance of new products and services and perceived overall value of these products and services by users;
(v) changes in consumer spending, borrowing, and saving habits; (vi) technological changes; (vii) acquisitions; (viii) the ability to increase market share and control expenses; (ix) the effect of changes in laws and regulations (including laws and
regulations concerning banking, taxes, securities and insurance) with which SNB and its subsidiaries must comply; (x) the effect of changes in accounting policies and practices, as adopted by the regulatory agencies as well as the Financial Accounting
Standards Board; (xi) changes in SNB's organization, compensation, and benefit plans; (xii) the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; and (xiii) the success of SNB at managing the risks involved in the
foregoing.

Such forward-looking statements speak only as of the date on which such statements are made, and SNB undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to
reflect the occurrence of unanticipated events.