Part II (Continued)



Item 7

FINANCIAL STATEMENTS

The following consolidated financial statements of the Registrant and its subsidiaries are included on exhibit 99(a) of this Annual Report on Form 10-KSB:

Consolidated Balance Sheets - December 31, 1999 and 1998

Consolidated Statements of Income - Years Ended December 31, 1999, 1998 and 1997

Consolidated Statements of Comprehensive Income - Years Ended December 31, 1999, 1998 and 1997

Consolidated Statements of Stockholders' Equity - Years Ended December 31, 1999, 1998 and 1997

Consolidated Statements of Cash Flows - Years Ended December 31, 1999, 1998 and 1997

Notes to Consolidated Financial Statements



Item 8

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

There has been no Form 8-K filed within 24 months prior to the date of the most recent financial statements reporting a change of accountants or reporting disagreements on any matter of accounting principle, practice, financial
statement disclosure or auditing scope or procedure.



Part III

Item 9

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Incorporated herein by reference to pages 3, 4, 6, 11 and 12 of the Company's Definitive Proxy Statement for the 2000 Annual Meeting of Stockholders.

Item 10

EXECUTIVE COMPENSATION

Incorporated herein by reference to pages 4, 7, 8, 9, 10 and 11 of the Company's Definitive Proxy Statement for the 2000 Annual Meeting of Stockholders.

Item 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated herein by reference to pages 5 and 6 of the Company's Definitive Proxy Statement for the 2000 Annual Meeting of Stockholders.

Part III (Continued)

Item 12

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated herein by reference to page 11 of the Company's Definitive Proxy Statement for 2000 Annual Meeting of Stockholders.

Part IV

Item 13

EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | Exhibits included herein:                                                                                                                                               |  | PAGE                                                 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 3(a) - Articles of Incorporation                                                                                                                                        |  | N/A                                                  
|    |  | - 	Filed as Exhibit 3.2 to the Registrant's Registration Statement Form S.4 (File No. 333-49977), Filed with the Commission on April 13, 1998 Incorporated Herein       |  |                                                      
|    |  |                                                                                                                                                                         |  |                                                      
|    |  |                                                                                                                                                                         |  |                                                      
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 3(b) - Bylaws                                                                                                                                                           |  | N/A                                                  
|    |  | -	Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-4 (File No. 333-49977), Filed with the Commission on April 13, 1998 and Incorporated Herein |  |                                                      
|    |  |                                                                                                                                                                         |  |                                                      
|    |  |                                                                                                                                                                         |  |                                                      
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 4 - Instruments Defining the Rights of Security Holders                                                                                                                 |  | Definitive Proxy Statement, Incorporated by Reference
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 11 - Statement of Computation of Net Income Per Share                                                                                                                   |  | Attachment                                           
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 21 - Subsidiary Information                                                                                                                                             |  | Exhibit 99(a) 7, Footnote 1                          
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 27 - Financial Data Schedule                                                                                                                                            |  | Attachment                                           
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 27(a) - Restated Financial Data Schedule                                                                                                                                |  | Attachment                                           
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 99 - Additional Exhibits                                                                                                                                                |  |                                                      
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | 99(a) - Consolidated Financial Statements                                                                                                                               |  | Attachment                                           
|    |  |                                                                                                                                                                         |  |                                                      
|(b) |  | Reports on Form 8-K:                                                                                                                                                    |  |                                                      
|    |  |                                                                                                                                                                         |  |                                                      
|    |  | No reports on Form 8-K have been filed by the registrant during the last quarter of the period covered by this report.                                                  |  |                                                      







SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Security National Bank has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

SNB BANCSHARES, INC.



|Robert C. "Neal" Ham
Chairman of the Board of Directors                                 |  | H. Averett Walker
President/Director/Chief Executive Officer
|--------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|                                                                                        |  |                                                             
|Date:                                                                                   |  | Date:                                                       
|                                                                                        |  |                                                             
|                                                                                        |  |                                                             
|Richard A. Collinsworth
Executive Vice President                                        |  | Shirley O. Jackson
Senior Vice-President/Secretary          
|                                                                                        |  |                                                             
|Date:                                                                                   |  | Date:                                                       
|                                                                                        |  |                                                             
|                                                                                        |  |                                                             
|Michael T. O'Dillon
Senior Vice-President/Treasurer/Controller/
Chief Financial Officer |  |                                                             
|                                                                                        |  |                                                             
|Date:                                                                                   |  |                                                             



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



|Edward M. Beckham, II, Director |  | Date:
|------------------------------- |  | -----
|                                |  |      





|Lee Greene, Jr., Director           |  | Date:
|----------------------------------- |  | -----
|                                    |  |      
|                                    |  |      
|Alford C. Bridges, Director         |  | Date:
|                                    |  |      
|                                    |  |      
|Benjamin W. Griffith, III, Director |  | Date:
|                                    |  |      
|                                    |  |      
|Robert T. Mullis, Director          |  | Date:
|                                    |  |      
|                                    |  |      
|Ben G. Porter, Director             |  | Date:
|                                    |  |      
|                                    |  |      
|Bobby Stalnaker, Director           |  | Date:
|                                    |  |      
|                                    |  |      
|H. Cullen Talton, Jr., Director     |  | Date:
|                                    |  |      
|                                    |  |      
|Joe E. Timberlake, III, Director    |  | Date:
|                                    |  |      
|                                    |  |      
|Larry Walker, Director              |  | Date:
|                                    |  |      
|                                    |  |      
|Richard W. White, Jr., Director     |  | Date:

EXHIBIT NO. 11



STATEMENT OF COMPUTATION OF EARNINGS PER SHARE





|                                          |  | Year Ended December 31, 1999
|----------------------------------------- |  | ----------------------------
|                                          |  |                             
|                                          |  | Shares                      
|                                          |  | (In Thousands)              
|                                          |  |                             
|Basic Weighted Average Shares Outstanding |  | 3,341                       
|                                          |  |                             
|Diluted                                   |  |                             
|Average Shares Outstanding                |  | 3,341                       
|Common Stock Equivalents                  |  | 50                          
|                                          |  |                             
|                                          |  | 3,391                       
|                                          |  |                             
|                                          |  |                             
|                                          |  | Year Ended December 31, 1998
|                                          |  |                             
|Basic Weighted Average Shares Outstanding |  | 3,185                       
|                                          |  |                             
|Diluted                                   |  |                             
|Average Shares Outstanding                |  | 3,185                       
|Common Stock Equivalents                  |  | 167                         
|                                          |  |                             
|                                          |  | 3,352                       

EXHIBIT 27

Article 9 of Regulation S-X

Bank Holding Companies and Savings and Loan Holding Companies

Financial Data Schedule Worksheet for:SNB Bancshares, Inc.	Page 1 of 3

Review the following list of tags for Article 9 and fill in the correct data in the column(s) provided. Generally only one column of information will be required, however, two columns are provided if required in the Financial Data
Schedule.

To include a footnote, place a number in parentheses next to the value and provide the test of each corresponding footnote at the end of the worksheet form.





|<LEGEND>
Do you wish to include a LEGEND?
YES	 X NO                                                                                 | THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
*Identify the financial statements(s) to be referenced in the legend:
|----------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|<RESTATED>Are your financials being "restated" from a previously filed schedule?
(Not used to correct "flawed" schedules)
YES	 X NO | (NO VALUE REQUIRED)                                                                                                                                                                                                 
|<CIK>Does this data apply to a coregistrant?
YES	 X NO                                                                              | COREGISTRANT CIK:                                                                                                                                                                                                   
|<NAME>Does this data apply to a coregistrant?
YES	 X NO                                                                             | COREGISTRANT NAME:                                                                                                                                                                                                  
|<MULTIPLIER>Doe the financials require a multiplier other than 1(one)?
YES	 X NO                                                    | 1,000		 1,000,000,000
1,000,000	 1,000,000,000,000                                                                                                                                                                  
|<CURRENCY>Is the currency used other than U.S. Dollar?
YES	 X NO                                                                    | CURRENCY OF FINANCIAL DATA:                                                                                                                                                                                         
|<PERIOD TYPE>(Example: 9-MOS)                                                                                                       |                                                                                                                                                                                                                     
|<FISCAL-YEAR-END>(Example: DEC-31-1994)                                                                                             | d e c 31 1 9 9 9
M M M DD Y Y Y Y                                                                                                                                                                                   
|<PERIOD-START>(Example: JAN-01-1995)                                                                                                | j a n 0 1 1 9 9 9
M M M DD Y Y Y Y                                                                                                                                                                                  
|<PERIOD-END>(Example: SEP-30-1995)                                                                                                  | d e c 3 1 1 9 9 9
M M M DD Y Y Y Y                                                                                                                                                                                  
|<EXCHANGE-RATE>Is the exchange rate other than 1(one)?
(Value may contain up to 5 decimal places)
YES X NO                          | EXCHANGE RATE:                                                                                                                                                                                                      
|<CASH>                                                                                                                              | 15,004,808                                                                                                                                                                                                          
|<INTEREST-BEARING-DEPOSITS>                                                                                                         | -                                                                                                                                                                                                                   
|<FED-FUNDS-SOLD>                                                                                                                    | 6,125,000                                                                                                                                                                                                           
|<TRADING-ASSETS>                                                                                                                    | -                                                                                                                                                                                                                   
|<INVESTMENTS-HELD-FOR-SALE>                                                                                                         | 42,176,414                                                                                                                                                                                                          
|<INVESTMENTS-CARRYING>                                                                                                              | 2,910,905                                                                                                                                                                                                           
|<INVESTMENTS-MARKET>                                                                                                                | 2,931,505                                                                                                                                                                                                           



Article 9 of Regulation S-X

Bank Holding Companies and Savings and Loan Holding Companies

Financial Data Schedule Worksheet for:SNB Bancshares, Inc.	Page 2 of 3

<PERIOD-TYPE>12 MOS<PERIOD-TYPE>

|                                                       |             | 
|------------------------------------------------------ | ----------- | 
|<LOANS>                                                | 207,429,584 | 
|<ALLOWANCE>                                            | 2,327,180   | 
|<TOTAL-ASSETS>                                         | 283,482,506 | 
|<DEPOSITS>                                             | 237,417,646 | 
|<SHORT-TERM>                                           | 12,742,777  | 
|<LIABILITIES-OTHER>                                    | 2,768,727   | 
|<LONG-TERM>                                            | 3,081,005   | 
|<COMMON>                                               | 3,340,624   | 
|<PREFERRED-MANDATORY>                                  | -           | 
|<PREFERRED>                                            | -           | 
|<OTHER-SE>                                             | 24,131,727  | 
|<TOTAL-LIABILITIES-AND-EQUITY>                         | 283,482,506 | 
|<INTEREST-LOAN>                                        | 17,993,787  | 
|<INTEREST-INVEST>                                      | 2,185,505   | 
|<INTEREST-OTHER>                                       | 222,943     | 
|<INTEREST-TOTAL>                                       | 20,402,235  | 
|<INTEREST-DEPOSIT>                                     | 8,020,491   | 
|<INTEREST-EXPENSE>                                     | 8,427,156   | 
|<INTEREST-INCOME-NET>                                  | 11,975,079  | 
|<LOAN-LOSSES>                                          | 736,125     | 
|<SECURITIES-GAINS>                                     | (1,913)     | 
|<EXPENSE-OTHER>                                        | 9,537,391   | 
|<INCOME-PRETAX>                                        | 4,774,470   | 
|<INCOME-PRE-EXTRAORDINARY>                             | 3,245,174   | 
|<EXTRAORDINARY>                                        | -           | 
|<CHANGES>                                              | -           | 
|<NET-INCOME>                                           | 3,245,174   | 
|<EPS-BASIC>
(Value may contain up to 3 decimal places) | 0.97        | 

Article 9 of Regulation S-X

Bank Holding Companies and Savings and Loan Holding Companies

Financial Data Schedule Worksheet for:SNB Bancshares, Inc.	Page 3 of 3

<PERIOD-TYPE>12 MOS<PERIOD-TYPE>

|                                                                                    |           | 
|----------------------------------------------------------------------------------- | --------- | 
|<EPS-DILUTED>(Value may contain up to 3 decimal places)                             | 0.96      | 
|<YIELD-ACTUAL>                                                                      | 4.67      | 
|<LOANS-NON>                                                                         | 715,125   | 
|<LOANS-PAST>                                                                        | 341,000   | 
|<LOANS-TROUBLED >                                                                   | -         | 
|<LOANS-PROBLEM>                                                                     | -         | 
|<ALLOWANCE-OPEN>                                                                    | 2,070,253 | 
|<CHARGE-OFFS>                                                                       | 587,545   | 
|<RECOVERIES>                                                                        | 108,347   | 
|<ALLOWANCE-CLOSE>                                                                   | 2,327,180 | 
|<ALLOWANCE-DOMESTIC>                                                                | 2,327,180 | 
|<ALLOWANCE-FOREIGN>                                                                 | -         | 
|<ALLOWANCE-UNALLOCATED>                                                             | -         | 
|Footnote Test: (Note: Each footnote cannot exceed 256 characters, including spaces)













EXHIBIT 27(a)

Article 9 of Regulation S-X

Bank Holding Companies and Savings and Loan Holding Companies

Restated Financial Data Schedule Worksheet for:SNB Bancshares, Inc.	Page 1 of 3

Review the following list of tags for Article 9 and fill in the correct data in the column(s) provided. Generally only one column of information will be required, however, two columns are provided if required in the Financial Data
Schedule.

To include a footnote, place a number in parentheses next to the value and provide the test of each corresponding footnote at the end of the worksheet form.





|<LEGEND>
Do you wish to include a LEGEND?
YES	 X NO                                                                                
|-----------------------------------------------------------------------------------------------------------------------------------
|<RESTATED>Are your financials being "restated" from a previously filed schedule?
(Not used to correct "flawed" schedules)
X YES	 NO
|<CIK>Does this data apply to a coregistrant?
YES	 X NO                                                                             
|<NAME>Does this data apply to a coregistrant?
YES	 X NO                                                                            
|<MULTIPLIER>Doe the financials require a multiplier other than 1(one)?
YES	 X NO                                                   
|<CURRENCY>Is the currency used other than U.S. Dollar?
YES	 NO                                                                     
|<PERIOD TYPE>(Example: 9-MOS)                                                                                                      
|<FISCAL-YEAR-END>(Example: DEC-31-1994)                                                                                            
|<PERIOD-START>(Example: JAN-01-1995)                                                                                               
|<PERIOD-END>(Example: SEP-30-1995)                                                                                                 
|<EXCHANGE-RATE>Is the exchange rate other than 1(one)?
(Value may contain up to 5 decimal places)
YES	 X NO                        
|<CASH>                                                                                                                             
|<INTEREST-BEARING-DEPOSITS>                                                                                                        
|<FED-FUNDS-SOLD>                                                                                                                   
|<TRADING-ASSETS>                                                                                                                   
|<INVESTMENTS-HELD-FOR-SALE>                                                                                                        
|<INVESTMENTS-CARRYING>                                                                                                             
|<INVESTMENTS-MARKET>                                                                                                               



Article 9 of Regulation S-X

Bank Holding Companies and Savings and Loan Holding Companies

Restated Financial Data Schedule Worksheet for:SNB Bancshares, Inc.	Page 2 of 3

<PERIOD-TYPE>12 MOS <PERIOD-TYPE>12 MOS

|                                                       |             |            
|------------------------------------------------------ | ----------- | -----------
|<LOANS>                                                | 179,161,644 | 145,484,463
|<ALLOWANCE>                                            | 2,070,253   | 1,860,987  
|<TOTAL-ASSETS>                                         | 253,005,774 | 216,393,472
|<DEPOSITS>                                             | 217,778,422 | 188,806,800
|<SHORT-TERM>                                           | 3,220,389   | 1,068,672  
|<LIABILITIES-OTHER>                                    | 3,083,303   | 2,188,096  
|<LONG-TERM>                                            | 3,188,077   | 1,260,000  
|<COMMON>                                               | 3,340,624   | 2,970,274  
|<PREFERRED-MANDATORY>                                  | -           | -          
|<PREFERRED>                                            | -           | -          
|<OTHER-SE>                                             | 23,394,959  | 19,780,114 
|<TOTAL-LIABILITIES-AND-EQUITY>                         | 253,005,774 | 216,393,472
|<INTEREST-LOAN>                                        | 16,089,487  | 14,203,986 
|<INTEREST-INVEST>                                      | 2,090,912   | 2,129,090  
|<INTEREST-OTHER>                                       | 449,481     | 636,041    
|<INTEREST-TOTAL>                                       | 18,629,880  | 16,969,117 
|<INTEREST-DEPOSIT>                                     | 7,586,472   | 7,154,711  
|<INTEREST-EXPENSE>                                     | 7,895,112   | 7,344,752  
|<INTEREST-INCOME-NET>                                  | 10,734,768  | 9,624,365  
|<LOAN-LOSSES>                                          | 636,000     | 505,000    
|<SECURITIES-GAINS>                                     | 7,821       | 3,612      
|<EXPENSE-OTHER>                                        | 8,946,668   | 7,118,654  
|<INCOME-PRETAX>                                        | 3,709,910   | 3,830,236  
|<INCOME-PRE-EXTRAORDINARY>                             | 2,326,967   | 2,607,379  
|<EXTRAORDINARY>                                        | -           | -          
|<CHANGES>                                              | -           | -          
|<NET-INCOME>                                           | 2,326,967   | 2,607,379  
|<EPS-BASIC>
(Value may contain up to 3 decimal places) | 0.73        | 0.88       



Article 9 of Regulation S-X

Bank Holding Companies and Savings and Loan Holding Companies

Restated Financial Data Schedule Worksheet for:SNB Bancshares, Inc.	Page 3 of 3

<PERIOD-TYPE>12 MOS <PERIOD-TYPE>12 MOS

|                                                                                    |           |          
|----------------------------------------------------------------------------------- | --------- | ---------
|<EPS-DILUTED>(Value may contain up to 3 decimal places)                             | 0.69      | 0.80     
|<YIELD-ACTUAL>                                                                      | 4.73      | 4.96     
|<LOANS-NON>                                                                         | 594,000   | 870,000  
|<LOANS-PAST>                                                                        | 203,000   | 123,000  
|<LOANS-TROUBLED >                                                                   | -         | -        
|<LOANS-PROBLEM>                                                                     | -         | -        
|<ALLOWANCE-OPEN>                                                                    | 1,860,987 | 1,759,576
|<CHARGE-OFFS>                                                                       | 496,970   | 688,362  
|<RECOVERIES>                                                                        | 70,236    | 284,773  
|<ALLOWANCE-CLOSE>                                                                   | 2,070,253 | 1,860,987
|<ALLOWANCE-DOMESTIC>                                                                | 2,070,253 | 1,860,987
|<ALLOWANCE-FOREIGN>                                                                 | -         | -        
|<ALLOWANCE-UNALLOCATED>                                                             | -         | -        
|Footnote Test: (Note: Each footnote cannot exceed 256 characters, including spaces)











EXHIBIT NO. 99(a)

McNair, McLemore, Middlebrooks & Co., LLP

CERTIFIED PUBLIC ACCOUNTANTS

A PARTNERSHIP INCLUDING A PROFESSIONAL CORPORATION

RALPH S. McLEMORE, SR., C.P.A. (1963-1977)

SIDNEY B. McNAIR, C.P.A. (1954-1992)

SIDNEY E. MIDDLEBROOKS, C.P.A., P.C.

RAY C. PEARSON, C.P.A.

J. RANDOLPH NICHOLS, C.P.A.

WILLIAM H. EPPS, JR., C.P.A.



RAYMOND A. PIPPIN, JR., C.P.A.

JERRY A. WOLFE, C.P.A.

W. E. BARFIELD, JR., C.P.A.

HOWARD S. HOLLEMAN, C.P.A.

F. GAY McMICHAEL, C.P.A.

RICHARD A. WHITTEN, JR., C.P.A.

ELIZABETH WARE HARDIN, C.P.A.

CAROLINE E. GRIFFIN, C.P.A.

RONNIE K. GILBERT, C.P.A.



389 MULBERRY STREET

POST OFFICE BOX ONE

MACON, GEORGIA 31202

(912) 746-6277

FAX (912) 741-8353



1117 MORNINGSIDE DRIVE

POST OFFICE BOX 1287

PERRY, GA 31069

(912) 987-0947

FAX (912) 987-0526

REPORT OF INDEPENDENT ACCOUNTANTS



The Board of Directors and Stockholders

SNB Bancshares, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of SNB Bancshares, Inc. and Subsidiaries as of December 31, 1999 and 1998 and the related consolidated statements of income, comprehensive income, changes in
stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SNB Bancshares, Inc. and Subsidiaries as of December 31, 1999 and 1998 and the results of
operations and cash flows for each of the years in the three-year period ended December 31, 1999 in conformity with generally accepted accounting principles.







McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP



Macon, Georgia

January 14, 2000





|SNB BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31 |             
|----------------------------------------------------------------------------- | ------------
|                                                                              |             
|                                                                              |             
|ASSETS                                                                       
|                                                                              |             
|                                                                              | 1999        
|                                                                              |             
|Cash and Balances Due from Depository Institutions                            | $15,004,808 
|                                                                              |             
|                                                                              |             
|Federal Funds Sold                                                            | 6,125,000   
|                                                                              |             
|Investment Securities                                                         |             
|Available for Sale, At Fair Value                                             | 42,176,414  
|Held to Maturity, At Cost (Fair Value of $2,931,505                           |             
|and $4,284,638 in 1999 and 1998, Respectively)                                | 2,910,905   
|                                                                              |             
|                                                                              | 45,087,319  
|                                                                              |             
|Loans                                                                         | 207,549,349 
|Allowance for Loan Losses                                                     | (2,327,180) 
|Unearned Interest and Fees                                                    | (119,765)   
|                                                                              |             
|                                                                              | 205,102,404 
|                                                                              |             
|Premises and Equipment                                                        | 8,284,317   
|                                                                              |             
|                                                                              |             
|Other Real Estate (Net of Allowance of $4,438 and                             |             
|$20,000 in 1999 and 1998, Respectively)                                       | 125,324     
|                                                                              |             
|                                                                              |             
|Other Assets                                                                  | 3,753,334   
|                                                                              |             
|                                                                              |             
|Total Assets                                                                  | $283,482,506





The accompanying notes are an integral part of these balance sheets.





|SNB BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31 |              |  |             
|----------------------------------------------------------------------------- | ------------ |  | ------------
|                                                                              |              |  |             
|                                                                              |              |  |             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                         
|                                                                              |              |  |             
|                                                                              | 1999         |  | 1998        
|                                                                              |              |  |             
|Deposits                                                                      |              |  |             
|Noninterest-Bearing                                                           | $51,195,897  |  | $50,703,065 
|Interest-Bearing                                                              | 186,221,749  |  | 167,075,357 
|                                                                              |              |  |             
|                                                                              | 237,417,646  |  | 217,778,422 
|                                                                              |              |  |             
|Borrowed Money                                                                |              |  |             
|Federal Funds Purchased and Securities Sold                                   |              |  |             
|Under Agreement to Repurchase                                                 | 9,191,146    |  | 2,810,575   
|Demand Notes to U.S. Treasury                                                 | 435,011      |  | 293,194     
|Obligation Under Capital Lease                                                | 142,625      |  | 194,697     
|Other Borrowed Money                                                          | 6,055,000    |  | 3,110,000   
|                                                                              |              |  |             
|                                                                              | 15,823,782   |  | 6,408,466   
|                                                                              |              |  |             
|Other Liabilities                                                             | 2,768,727    |  | 3,083,303   
|                                                                              |              |  |             
|                                                                              |              |  |             
|Stockholders' Equity                                                          |              |  |             
|Common Stock, Par Value $1 a Share; Authorized                                |              |  |             
|10,000,000 Shares, Issued 3,340,624 Shares as of                              |              |  |             
|December 31, 1999 and 1998                                                    | 3,340,624    |  | 3,340,624   
|Paid-In Capital                                                               | 12,611,603   |  | 12,611,603  
|Retained Earnings                                                             | 11,978,751   |  | 9,585,439   
|Accumulated Other Comprehensive
Income, Net of Tax (Benefit)                  | (458,627)    |  | 197,917     
|                                                                              |              |  |             
|                                                                              | 27,472,351   |  | 25,735,583  
|                                                                              |              |  |             
|Total Liabilities and Stockholders' Equity                                    | $283,482,506 |  | $253,005,774





The accompanying notes are an integral part of these balance sheets.





|SNB BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31 |             |  |             | 
|------------------------------------------------------------------------------------------------------- | ----------- |  | ----------- | 
|                                                                                                        |             |  |             | 
|                                                                                                        | 1999        |  | 1998        | 
|Interest Income                                                                                         |             |  |             | 
|Loans, Including Fees                                                                                   | $17,993,787 |  | $16,089,487 | 
|Federal Funds Sold                                                                                      | 218,325     |  | 447,899     | 
|Deposits with Other Banks                                                                               | 4,618       |  | 1,582       | 
|Investment Securities                                                                                   |             |  |             | 
|U. S. Treasury                                                                                          | 155,476     |  | 253,447     | 
|U. S. Government Agencies                                                                               | 1,533,628   |  | 1,336,426   | 
|State, County and Municipal                                                                             | 386,610     |  | 443,569     | 
|Other Investments                                                                                       | 109,791     |  | 57,470      | 
|                                                                                                        |             |  |             | 
|                                                                                                        | 20,402,235  |  | 18,629,880  | 
|Interest Expense                                                                                        |             |  |             | 
|Deposits                                                                                                | 8,020,491   |  | 7,586,472   | 
|Federal Funds Purchased                                                                                 | 64,250      |  | 26,024      | 
|Demand Notes Issued to the U.S. Treasury                                                                | 19,978      |  | 24,237      | 
|Other Borrowed Money                                                                                    | 322,437     |  | 258,379     | 
|                                                                                                        |             |  |             | 
|                                                                                                        | 8,427,156   |  | 7,895,112   | 
|                                                                                                        |             |  |             | 
|Net Interest Income                                                                                     | 11,975,079  |  | 10,734,768  | 
|                                                                                                        |             |  |             | 
|Provision for Loan Losses                                                                               | 736,125     |  | 636,000     | 
|                                                                                                        |             |  |             | 
|Net Interest Income After Provision for Loan Losses                                                     | 11,238,954  |  | 10,098,768  | 
|                                                                                                        |             |  |             | 
|Noninterest Income                                                                                      |             |  |             | 
|Service Charges on Deposits                                                                             | 1,543,513   |  | 1,531,488   | 
|Other Service Charges, Commissions and Fees                                                             | 1,355,510   |  | 977,986     | 
|Securities Gains (Losses)                                                                               | (1,913)     |  | 7,821       | 
|Gain from Sale of SBA Loans                                                                             | -           |  | -           | 
|Other                                                                                                   | 175,797     |  | 40,515      | 
|                                                                                                        |             |  |             | 
|                                                                                                        | 3,072,907   |  | 2,557,810   | 
|Noninterest Expenses                                                                                    |             |  |             | 
|Salaries and Employee Benefits                                                                          | 5,200,757   |  | 4,541,465   | 
|Occupancy and Equipment                                                                                 | 1,475,009   |  | 1,192,710   | 
|Loss on Disposition of Premises and Equipment                                                           | -           |  | 41,322      | 
|Office Supplies and Printing                                                                            | 178,211     |  | 184,575     | 
|Data Processing Conversion                                                                              | -           |  | 222,415     | 
|Other                                                                                                   | 2,683,414   |  | 2,764,181   | 
|                                                                                                        |             |  |             | 
|                                                                                                        | 9,537,391   |  | 8,946,668   | 
|                                                                                                        |             |  |             | 
|Income Before Income Taxes                                                                              | 4,774,470   |  | 3,709,910   | 
|                                                                                                        |             |  |             | 
|Income Taxes                                                                                            | 1,529,296   |  | 1,382,943   | 
|                                                                                                        |             |  |             | 
|Net Income                                                                                              | $ 3,245,174 |  | $ 2,326,967 | 
|                                                                                                        |             |  |             | 
|Basic Earnings Per Share                                                                                | $ 0.97      |  | $ 0.73      | 
|                                                                                                        |             |  |             | 
|Diluted Earnings Per Share                                                                              | $ 0.96      |  | $ 0.69      | 

The accompanying notes are an integral part of these statements.



|SNB BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31 |  |            |  |            |  |           
|--------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | ---------- |  | ----------
|                                                                                                                      |  |            |  |            |  |           
|                                                                                                                      |  | 1999       |  | 1998       |  | 1997      
|                                                                                                                      |  |            |  |            |  |           
|Net Income                                                                                                            |  | $3,245,174 |  | $2,326,967 |  | $2,607,379
|                                                                                                                      |  |            |  |            |  |           
|Other Comprehensive Income, Net of Tax                                                                                |  |            |  |            |  |           
|Gains (Losses) on Securities
Arising During the Year                                                                  |  | (657,807)  |  | 133,102    |  | 89,476    
|Reclassification Adjustment                                                                                           |  | 1,263      |  | (5,162)    |  | (2,383)   
|                                                                                                                      |  |            |  |            |  |           
|Unrealized Gains (Losses) on Securities                                                                               |  | (656,544)  |  | 127,940    |  | 87,093    
|                                                                                                                      |  |            |  |            |  |           
|Comprehensive Income                                                                                                  |  | $2,588,630 |  | $2,454,907 |  | $2,694,472
|                                                                                                                      |  |            |  |            |  |           



The accompanying notes are an integral part of these statements.





|SNB BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 |           |  |              |  |                 |  |                  
|----------------------------------------------------------------------------------------------------------------------------------------------------- | --------- |  | ------------ |  | --------------- |  | -----------------
|                                                                                                                                                      |           |  |              |  |                 |  |                  
|                                                                                                                                                      | Shares    |  | Common
Stock |  | Paid-In
Capital |  | Retained
Earnings
|                                                                                                                                                      |           |  |              |  |                 |  |                  
|Balance, December 31, 1996                                                                                                                            | 2,501,595 |  | $2,501,595   |  | $11,334,107     |  | $ 6,245,011      
|                                                                                                                                                      |           |  |              |  |                 |  |                  
|Issuance of Common Stock                                                                                                                              | 29,708    |  | 29,708       |  | 371,350         |  |                  
|Stock Split Effected as Dividend                                                                                                                      | 421,553   |  | 421,553      |  |                 |  | (421,895)        
|Exercise of Stock Warrants                                                                                                                            | 17,418    |  | 17,418       |  | 42,082          |  |                  
|Unrealized Gain on Securities
Available for Sale, Net of Tax of $44,866                                                                               |           |  |              |  |                 |  |                  
|Cash Dividends                                                                                                                                        |           |  |              |  |                 |  | (467,897)        
|Net Income                                                                                                                                            |           |  |              |  |                 |  | 2,607,379        
|                                                                                                                                                      |           |  |              |  |                 |  |                  
|Balance, December 31, 1997                                                                                                                            | 2,970,274 |  | 2,970,274    |  | 11,747,539      |  | 7,962,598        
|                                                                                                                                                      |           |  |              |  |                 |  |                  
|Exercise of Stock Warrants                                                                                                                            | 370,350   |  | 370,350      |  | 864,064         |  |                  
|Unrealized Gain on Securities
Available for Sale, Net of Tax of $65,908                                                                               |           |  |              |  |                 |  |                  
|Cash Dividends                                                                                                                                        |           |  |              |  |                 |  | (704,126)        
|Net Income                                                                                                                                            |           |  |              |  |                 |  | 2,326,967        
|                                                                                                                                                      |           |  |              |  |                 |  |                  
|Balance, December 31, 1998                                                                                                                            | 3,340,624 |  | 3,340,624    |  | 12,611,603      |  | 9,585,439        
|                                                                                                                                                      |           |  |              |  |                 |  |                  
|Unrealized Loss on Securities
Available for Sale, Net of Tax Benefit of $338,220                                                                      |           |  |              |  |                 |  |                  
|Cash Dividends                                                                                                                                        |           |  |              |  |                 |  | (851,862)        
|Net Income                                                                                                                                            |           |  |              |  |                 |  | 3,245,174        
|                                                                                                                                                      |           |  |              |  |                 |  |                  
|Balance, December 31, 1999                                                                                                                            | 3,340,624 |  | $3,340,624   |  | $12,611,603     |  | $11,978,751      









The accompanying notes are an integral part of these statements.



|SNB BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31 |              |  |              |  |             
|----------------------------------------------------------------------------------------------------------- | ------------ |  | ------------ |  | ------------
|                                                                                                            |              |  |              |  |             
|                                                                                                            | 1999         |  | 1998         |  | 1997        
|Cash Flows from Operating Activities                                                                        |              |  |              |  |             
|Net Income                                                                                                  | $ 3,245,174  |  | $ 2,326,967  |  | $ 2,607,379 
|Adjustments to Reconcile Net Income to Net                                                                  |              |  |              |  |             
|Cash Provided from Operating Activities                                                                     |              |  |              |  |             
|Depreciation                                                                                                | 691,960      |  | 526,599      |  | 453,136     
|Amortization and Accretion                                                                                  | 131,088      |  | 121,128      |  | 138,368     
|Provision for Loan Losses                                                                                   | 736,125      |  | 636,000      |  | 505,000     
|Deferred Income Taxes                                                                                       | (79,736)     |  | (12,007)     |  | 26,847      
|Securities (Gains) Losses                                                                                   | 1,913        |  | (7,821)      |  | (3,612)     
|Gain from Sale of SBA Loans                                                                                 | -            |  | -            |  | (21,788)    
|(Gain) Loss on Sale of Other Real Estate                                                                    | 68,546       |  | 50,036       |  | (18,631)    
|Unrealized Loss on Other Real Estate                                                                        | -            |  | 23,781       |  | 25,000      
|Loss on Sale of Premises and Equipment                                                                      | -            |  | 41,322       |  | 78,861      
|Change In                                                                                                   |              |  |              |  |             
|Interest Receivable                                                                                         | (72,195)     |  | (250,152)    |  | (313,985)   
|Prepaid Expenses                                                                                            | 20,751       |  | (39,847)     |  | (45,151)    
|Interest Payable                                                                                            | 178,555      |  | 327,092      |  | 19,686      
|Accrued Expenses and Accounts Payable                                                                       | (168,305)    |  | 389,876      |  | (279,158)   
|Other                                                                                                       | (156,428)    |  | 225,302      |  | 855,284     
|                                                                                                            |              |  |              |  |             
|                                                                                                            | 4,597,448    |  | 4,358,276    |  | 4,027,236   
|Cash Flows from Investing Activities                                                                        |              |  |              |  |             
|Proceeds from Sale of SBA Loans                                                                             | -            |  | -            |  | 546,788     
|Investment in SBA Loans                                                                                     | -            |  | -            |  | (700,000)   
|Purchase of Investment Securities Available for Sale                                                        | (34,467,005) |  | (23,383,880) |  | (23,730,863)
|Purchase of Investment Securities Held to Maturity                                                          | -            |  | (177,585)    |  | -           
|Proceeds from Disposition of Investment Securities                                                          |              |  |              |  |             
|Available for Sale                                                                                          | 26,405,792   |  | 23,925,496   |  | 28,330,826  
|Held to Maturity                                                                                            | 1,245,000    |  | 1,751,984    |  | 1,026,354   
|Loans to Customers                                                                                          | (28,776,073) |  | (34,691,478) |  | (22,678,876)
|Purchase of Software                                                                                        | (25,492)     |  | (46,807)     |  | (35,183)    
|Purchase of Premises and Equipment                                                                          | (1,264,327)  |  | (2,289,379)  |  | (1,907,528) 
|Proceeds from Disposal of Premises and Equipment                                                            | -            |  | 10,000       |  | 13,816      
|Other Real Estate                                                                                           | 556,026      |  | 672,769      |  | 549,631     
|                                                                                                            |              |  |              |  |             
|                                                                                                            | (36,326,079) |  | (34,228,880) |  | (18,585,035)
|Cash Flows from Financing Activities                                                                        |              |  |              |  |             
|Interest-Bearing Customer Deposits                                                                          | 19,146,392   |  | 19,596,441   |  | 8,173,164   
|Noninterest-Bearing Customer Deposits                                                                       | 492,832      |  | 9,345,817    |  | 3,734,566   
|Demand Note to the U.S. Treasury                                                                            | 141,817      |  | (452,523)    |  | 138,798     
|Issuance of Common Stock                                                                                    | -            |  | 1,234,414    |  | 460,216     
|Dividends Paid                                                                                              | (851,862)    |  | (704,126)    |  | (467,897)   
|Federal Funds Purchased                                                                                     | 6,380,571    |  | 2,467,154    |  | 343,421     
|Note to the Federal Home Loan Bank                                                                          | 3,000,000    |  | 3,000,000    |  | -           
|Repayments on Notes to Federal Home Loan Bank                                                               | (55,000)     |  | (1,205,000)  |  | (2,356,800) 
|Obligation Under Capital Lease                                                                              | (52,072)     |  | (49,353)     |  | 244,050     
|                                                                                                            |              |  |              |  |             
|                                                                                                            | 28,202,678   |  | 33,232,824   |  | 10,269,518  
|                                                                                                            |              |  |              |  |             
|Net Increase (Decrease) in Cash and Cash Equivalents                                                        | (3,525,953)  |  | 3,362,220    |  | (4,288,281) 
|                                                                                                            |              |  |              |  |             
|Cash and Cash Equivalents, Beginning                                                                        | 24,655,761   |  | 21,293,541   |  | 25,581,822  
|                                                                                                            |              |  |              |  |             
|Cash and Cash Equivalents, Ending                                                                           | $ 21,129,808 |  | $ 24,655,761 |  | $ 21,293,541



The accompanying notes are an integral part of these statements.

SNB BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1) Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of SNB Bancshares, Inc. (the Company) and its wholly-owned subsidiaries, Security Bank of Bibb County (formerly Security National Bank) located in Macon, Georgia and
Security Bank of Houston County (formerly Crossroads Bank of Georgia), located in Perry, Georgia (the Banks). All significant intercompany accounts have been eliminated. The accounting and reporting policies of SNB Bancshares, Inc. and Subsidiaries
conform to generally accepted accounting principles and practices utilized in the commercial banking industry.

Security Bank of Houston County was acquired on August 8, 1998 in a business combination accounted for as pooling of interests. Accordingly, all years presented herein have been restated to reflect pooled financial position and
operating results.

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the period. Actual
results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in
connection with foreclosures or in satisfaction of loans and the valuation of deferred tax assets.

Description of Business

The Banks provide a full range of retail and commercial banking services for consumers and small to medium size businesses primarily in central Georgia. Lending and investing activities are funded primarily by deposits gathered
through its retail branch office network. Lending is concentrated in mortgage, commercial and consumer loans to local borrowers. In management's opinion, although the Banks have a high concentration of real estate loans, these loans are well
collateralized and do not pose an adverse credit risk. In addition, the balance of the loan portfolio is sufficiently diversified to avoid significant concentration of credit risk. Although the Banks have a diversified loan portfolio, a substantial
portion of borrowers' ability to honor their contracts is dependent upon the viability of the real estate economic sector.

The success of SNB is dependent, to a certain extent, upon the economic conditions in the geographic markets it serves. No assurance can be given that the current economic conditions will continue. Adverse changes in the economic
conditions in these geographic markets would likely have a material adverse effect on the Company's results of operations and financial condition. The operating results of SNB depend primarily on its net interest income. Accordingly, operations are
subject to risks and uncertainties surrounding the exposure to changes in the interest rate environment.

(1) Summary of Significant Accounting Policies (Continued)

Investment Securities

Investment securities are recorded under Statement of Financial Accounting Standards No. 115, whereby the Banks classify their securities as trading, available for sale or held to maturity. Trading securities are purchased and held
for sale in the near term. Securities held to maturity are those which the Banks have the ability and intent to hold until maturity. All other securities not classified as trading or held to maturity are considered available for sale.

Securities available for sale are measured at fair value with unrealized gains and losses reported net of deferred taxes as a separate component of stockholders' equity. Fair value represents an approximation of realizable value as of
December 31, 1999 and 1998. Realized and unrealized gains and losses are determined using the specific identification method.

Loans

Loans are generally reported at principal amount less unearned interest and fees. Interest income on loans is recognized using the effective interest method. Impaired loans are recorded under Statement of Financial Accounting
Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan and SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures. Impaired loans are loans for which principal and interest are unlikely to be collected in
accordance with the original loan terms and, generally, represent loans delinquent in excess of 90 days which have been placed on nonaccrual status and for which collateral values are less than outstanding principal and interest. Small balance,
homogeneous loans are excluded from impaired loans. Generally, interest payments received on impaired loans are applied to principal. Upon receipt of all loan principal, additional interest payments are recognized as interest income on the cash basis.

Other nonaccrual loans are loans for which payments of principal and interest are considered doubtful of collection under original terms but collateral values equal or exceed outstanding principal and interest.

Allowance for Loan Losses

The allowance method is used in providing for losses on loans. Accordingly, all loan losses decrease the allowance and all recoveries increase it. The provision for loan losses is based on factors which, in management's judgment,
deserve current recognition in estimating possible loan losses. Such factors considered by management include growth and composition of the loan portfolio, economic conditions and the relationship of the allowance for loan losses to outstanding loans.

An allowance for loan losses is maintained for all impaired loans. Provisions are made for impaired loans upon changes in expected future cash flows or estimated net realizable value of collateral. When determination is made that
impaired loans are wholly or partially uncollectible, the uncollectible portion is charged off.

Management believes the allowance for possible loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on
their judgment about information available to them at the time of their examination.

(1) Summary of Significant Accounting Policies (Continued)

Premises and Equipment

Premises and equipment are recorded at acquisition cost net of accumulated depreciation.

Depreciation is charged to operations over the estimated useful lives of the assets. The estimated useful lives and methods of depreciation are as follows:



|Description             |  | Life in Years |  | Method       
|----------------------- |  | ------------- |  | -------------
|                        |  |               |  |              
|Banking Premises        |  | 30            |  | Straight-Line
|                        |  |               |  |              
|Furniture and Equipment |  | 5-25          |  | Straight-Line

Expenditures for major renewals and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. When property and equipment are retired or sold, the cost and accumulated
depreciation are removed from the respective accounts and any gain or loss is reflected in other income or expense.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis
of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets (use of different depreciation methods for financial statement and income tax purposes) and allowance for loan losses (use of
the allowance method for financial statement purposes and the experience method for tax purposes). The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when
the assets and liabilities are recovered or settled.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale,
represent equity changes from economic events of the period other than transactions with owners and are not reported in the consolidated statement of income but as a separate component of the equity section of the consolidated balance sheets. Such items
are considered components of other comprehensive income. Statement of Financial Accounting Standards 130 requires the presentation in the financial statements of net income and all items of other comprehensive income as total comprehensive income.

Other Real Estate

Other real estate generally represents real estate acquired through foreclosure and is initially recorded at the lower of cost or estimated market value at the date of acquisition. An allowance for estimated losses is recorded when
a subsequent decline in value occurs.





(2) Cash and Balances Due from Depository Institutions

Components of cash and balances due from depository institutions are as follows as of December 31:





|                                              | 1999        |  | 1998       
|--------------------------------------------- | ----------- |  | -----------
|                                              |             |  |            
|Cash on Hand and Cash Items                   | $ 6,156,638 |  | $ 2,364,185
|Noninterest-Bearing Deposits with Other Banks | 8,848,170   |  | 11,640,576 
|                                              |             |  |            
|                                              | $15,004,808 |  | $14,004,761

As of December 31, 1999, the Banks had no required deposits with the Federal Reserve.



(3) Investment Securities

Investment securities as of December 31, 1999 are summarized as follows:



|                                       | Amortized
Cost |  | Gross
Unrealized
Gains |  | Gross
Unrealized
Losses |  | Fair
Value 
|-------------------------------------- | -------------- |  | ---------------------- |  | ----------------------- |  | -----------
|                                       |                |  |                        |  |                         |  |            
|Securities Available for Sale          |                |  |                        |  |                         |  |            
|                                       |                |  |                        |  |                         |  |            
|U.S. Treasury                          | $ 995,392      |  | $ 2,813                |  |                         |  | $ 998,205  
|U.S. Government Agencies               |                |  |                        |  |                         |  |            
|Mortgage Backed                        | 11,172,591     |  | 4,941                  |  | $(232,137)              |  | 10,945,395 
|Other                                  | 23,422,475     |  |                        |  | (449,778)               |  | 22,972,697 
|State, County and Municipal            | 5,738,325      |  | 26,171                 |  | (102,809)               |  | 5,661,687  
|Federal Home Loan Bank Stock           | 755,200        |  |                        |  |                         |  | 755,200    
|The Bankers Bank Stock                 | 787,320        |  | 55,910                 |  |                         |  | 843,230    
|                                       |                |  |                        |  |                         |  |            
|                                       | $42,871,303    |  | $89,835                |  | $(784,724)              |  | $42,176,414
|                                       |                |  |                        |  |                         |  |            
|                                       |                |  |                        |  |                         |  |            
|Securities Held to Maturity            |                |  |                        |  |                         |  |            
|                                       |                |  |                        |  |                         |  |            
|State, County and Municipal Securities | $ 2,910,905    |  | $26,532                |  | $ (5,932)               |  | $ 2,931,505

The amortized cost and fair value of investment securities as of December 31, 1999, by contractual maturity, are presented hereafter. Expected maturities will differ from contractual maturities because issuers
have the right to call or prepay obligations with or without call or prepayment penalties.











(3) Investment Securities (Continued)



|                                       |                    |  |                  |  |            |  |           
|-------------------------------------- | ------------------ |  | ---------------- |  | ---------- |  | ----------
|                                       |                    |  |                 
|                                       | Available for Sale |  | Held to Maturity
|                                       |                    |  |                  |  |            |  |           
|                                       | Amortized          |  | Fair             |  | Amortized  |  | Fair      
|                                       | Cost               |  | Value            |  | Cost       |  | Value     
|                                       |                    |  |                  |  |            |  |           
|Due in One Year or Less                | $ 8,050,459        |  | $ 8,037,352      |  | $ 615,539  |  | $ 622,756 
|Due After One Year Through Five Years  | 14,781,418         |  | 14,522,649       |  | 1,542,174  |  | 1,554,513 
|Due After Five Years Through Ten Years | 6,514,481          |  | 6,310,719        |  | 753,192    |  | 754,236   
|Due After Ten Years                    | 809,834            |  | 761,869          |  |            |  |           
|                                       |                    |  |                  |  |            |  |           
|                                       | 30,156,192         |  | 29,632,589       |  | 2,910,905  |  | 2,931,505 
|                                       |                    |  |                  |  |            |  |           
|Mortgage Backed Securities             | 11,172,591         |  | 10,945,395       |  |            |  |           
|The Bankers Bank Stock                 | 787,320            |  | 843,230          |  |            |  |           
|Federal Home Loan Bank Stock           | 755,200            |  | 755,200          |  |            |  |           
|                                       |                    |  |                  |  |            |  |           
|                                       | $42,871,303        |  | $42,176,414      |  | $2,910,905 |  | $2,931,505

Investment securities as of December 31, 1998 are summarized as follows:



|                              | Amortized
Cost |  | Gross
Unrealized
Gains |  | Gross
Unrealized
Losses |  | Fair
Value 
|----------------------------- | -------------- |  | ---------------------- |  | ----------------------- |  | -----------
|Securities Available for Sale |                |  |                        |  |                         |  |            
|                              |                |  |                        |  |                         |  |            
|U.S. Treasury                 | $ 4,019,162    |  | $ 67,960               |  |                         |  | $ 4,087,122
|U.S. Government Agencies      |                |  |                        |  |                         |  |            
|Mortgage Backed               | 6,731,281      |  | 37,622                 |  | $(43,985)               |  | 6,724,918  
|Other                         | 19,400,382     |  | 105,621                |  | (11,245)                |  | 19,494,758 
|State, County and Municipal   | 3,866,193      |  | 143,904                |  | (4)                     |  | 4,010,093  
|Federal Reserve Stock         | 422,100        |  |                        |  |                         |  | 422,100    
|Federal Home Loan Bank Stock  | 409,300        |  |                        |  |                         |  | 409,300    
|                              |                |  |                        |  |                         |  |            
|                              | $34,848,418    |  | $355,107               |  | $(55,234)               |  | $35,148,291
|                              |                |  |                        |  |                         |  |            
|                              |                |  |                        |  |                         |  |            
|Securities Held to Maturity   |                |  |                        |  |                         |  |            
|                              |                |  |                        |  |                         |  |            
|State, County and Municipal   | $ 4,152,759    |  | $140,902               |  | $ (9,023)               |  | $ 4,284,638

Proceeds from sales of investments in debt securities were $1,089,644 in 1999, $2,512,659 in 1998 and $2,896,131 in 1997. Gross realized gains totaled $9,025, $16,258 and $6,444 in 1999, 1998 and 1997,
respectively. Gross realized losses totaled $10,938, $8,437 and $2,832 in 1999, 1998 and 1997, respectively.

Investment securities having a carrying value approximating $22,526,107 and $24,491,000 as of December 31, 1999 and 1998, respectively, were pledged to secure public deposits and for other purposes.

(4) Loans

The composition of loans as of December 31 are:



|                                                          | 1999         |  | 1998        
|--------------------------------------------------------- | ------------ |  | ------------
|Loans Secured by Real Estate                              |              |  |             
|Construction and Land Development                         | $ 16,198,695 |  | $ 17,606,346
|Secured by Farmland (Including Farm Residential and       |              |  |             
|Other Improvements)                                       | 2,209,400    |  | 1,698,278   
|Secured by 1-4 Family Residential Properties              | 39,902,571   |  | 42,022,298  
|Secured by Multifamily (5 or More) Residential Properties | 1,338,450    |  | 1,002,086   
|Secured by Nonfarm Nonresidential Properties              | 86,129,968   |  | 61,555,929  
|Loans to Deposit Institutions                             | -            |  | 1,014,000   
|Commercial and Industrial Loans (U.S. Addressees)         | 41,105,615   |  | 33,597,220  
|Agricultural Loans                                        | 3,087,788    |  | 3,295,174   
|Loans to Individuals for Household, Family and Other      |              |  |             
|Personal Expenditures                                     |              |  |             
|Credit Cards and Related Plans                            | 594,158      |  | 514,877     
|Other                                                     | 16,982,704   |  | 16,987,369  
|                                                          |              |  |             
|                                                          | $207,549,349 |  | $179,293,577
|Loans by interest rate type are:                          |             
|                                                          |              |  |             
|Fixed Rate                                                | $168,079,668 |  | $145,803,437
|Variable Rate                                             | 39,469,681   |  | 33,490,140  
|                                                          |              |  |             
|                                                          | $207,549,349 |  | $179,293,577

Impaired loans included in total loans above as of December 31 are summarized as follows:



|                                        | 1999     |  | 1998     
|--------------------------------------- | -------- |  | ---------
|                                        |          |  |          
|Total Investment in Impaired Loans      | $ 92,457 |  | $ 178,279
|Less Allowance for Impaired Loan Losses | (73,490) |  | (84,693) 
|                                        |          |  |          
|Net Investment                          | $ 18,967 |  | $ 93,586 
|                                        |          |  |          
|Average Investment                      | $188,264 |  | $ 507,940

For the year ended December 31, 1998, income of $753 was recorded on the cash basis on impaired loans. Foregone interest on impaired and other nonperforming loans approximated $65,153 in 1999, $73,800 in 1998
and $84,500 in 1997.









(5) Allowance for Loan Losses

Transactions in the allowance for loan losses are summarized below for the years ended December 31:



|                                        | 1999        |  | 1998        |  | 1997       
|--------------------------------------- | ----------- |  | ----------- |  | -----------
|                                        |             |  |             |  |            
|Balance, Beginning                      | $ 2,070,253 |  | $ 1,860,987 |  | $ 1,759,576
|Provision Charged to Operating Expenses | 736,125     |  | 636,000     |  | 505,000    
|Loans Charged Off                       | (587,545)   |  | (496,970)   |  | (688,362)  
|Loan Recoveries                         | 108,347     |  | 70,236      |  | 284,773    
|                                        |             |  |             |  |            
|Balance, Ending                         | $ 2,327,180 |  | $ 2,070,253 |  | $ 1,860,987

The allowance for loan losses presented above includes an allowance for impaired loan losses. Transactions in the allowance for impaired loan losses were as follows:



|                                        | 1999     |  | 1998      |  | 1997     
|--------------------------------------- | -------- |  | --------- |  | ---------
|                                        |          |  |           |  |          
|Balance, Beginning                      | $ 84,693 |  | $ 294,556 |  | $ 144,522
|Provision Charged to Operating Expenses | 25,215   |  | 10,000    |  | 198,000  
|Loans Charged Off                       | (36,419) |  | (226,491) |  | (67,744) 
|Loan Recoveries                         | -        |  | 6,628     |  | 19,778   
|                                        |          |  |           |  |          
|Balance, Ending                         | $ 73,489 |  | $ 84,693  |  | $ 294,556



(6) Premises and Equipment

Premises and equipment are comprised of the following as of December 31:



|                                  | 1999        |  | 1998       
|--------------------------------- | ----------- |  | -----------
|                                  |             |  |            
|Land                              | $ 2,115,772 |  | $ 2,115,772
|Building                          | 4,000,397   |  | 4,070,752  
|Leasehold Improvements            | 196,456     |  | 120,695    
|Furniture, Fixtures and Equipment | 4,316,145   |  | 3,661,433  
|Construction in Progress          | 639,158     |  | 264,903    
|                                  |             |  |            
|                                  | 11,267,928  |  | 10,233,555 
|Accumulated Depreciation          | (2,983,611) |  | (2,447,499)
|                                  |             |  |            
|                                  | $ 8,284,317 |  | $ 7,786,056

Depreciation charged to operations totaled $691,690 in 1999, $526,599 in 1998 and $453,136 in 1997.

Certain bank facilities are leased under various operating leases. Rental expense was $134,376 in 1999, $112,306 in 1998 and $100,573 in 1997.

(6) Premises and Equipment (Continued)

Future minimum rental commitments under noncancelable leases are:



|Year |  | Amount  
|---- |  | --------
|     |  |         
|2000 |  | $ 98,402
|2001 |  | 96,736  
|2002 |  | 11,123  
|2003 |  | 6,000   
|2004 |  | 4,000   
|     |  |         
|     |  | $216,261

(7) Other Assets

Organization costs totaling $40,510 incurred in connection with formation of the parent company are being amortized to operations over a period of 60 months. Related amortization expense totaled $6,706 in 1999 and $8,103 in 1998 and
1997. Accumulated amortization as of December 31, 1999 is $40,510. Statement of Position (SOP) 98-5, Reporting on the Costs of Start-Up Activities, as promulgated by the American Institute of Certified Public Accountants requires previously capitalized organization costs to be expensed in 1999. Since final amortization occurred in 1999 under
regularly scheduled terms, SOP 98-5 has no effect on SNB Bancshares, Inc. and Subsidiaries.



(8) Income Taxes

Generally accepted accounting principles require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the
financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets
and liabilities.

The components of income tax expense for the years ended December 31 are as follows:



|                          | 1999       |  | 1998       |  | 1997      
|------------------------- | ---------- |  | ---------- |  | ----------
|                          |            |  |            |  |           
|Current Federal Expense   | $1,513,599 |  | $1,294,056 |  | $1,100,573
|Deferred Federal Expense  | (79,736)   |  | (12,007)   |  | 26,847    
|                          |            |  |            |  |           
|                          | 1,433,863  |  | 1,282,049  |  | 1,127,420 
|Current State Tax Expense | 95,433     |  | 100,894    |  | 95,437    
|                          |            |  |            |  |           
|                          | $1,529,296 |  | $1,382,943 |  | $1,222,857

Federal income tax expense of $1,433,863 in 1999, $1,282,049 in 1998 and $1,127,420 in 1997 is less than the income taxes computed by applying the federal statutory rate of 34 percent to income before income
taxes. The reasons for the differences are as follows:

(8) Income Taxes (Continued)



|                                     | 1999       |  | 1998       |  | 1997      
|------------------------------------ | ---------- |  | ---------- |  | ----------
|                                     |            |  |            |  |           
|Statutory Federal Income Taxes       | $1,623,320 |  | $1,261,369 |  | $1,302,280
|Tax-Exempt Interest                  | (115,534)  |  | (133,487)  |  | (162,872) 
|Interest Expense Disallowance        | 15,995     |  | 19,748     |  | 23,798    
|Premiums on Officers' Life Insurance | (2,673)    |  | (3,551)    |  | (2,905)   
|Meal and Entertainment Disallowance  | 7,785      |  | 8,744      |  | 5,448     
|Merger Related Expenses              | -          |  | 62,638     |  | -         
|Other                                | (95,030)   |  | 66,588     |  | (38,329)  
|                                     |            |  |            |  |           
|Actual Federal Income Taxes          | $1,433,863 |  | $1,282,049 |  | $1,127,420

The components of the net deferred tax asset included in other assets in the accompanying balance sheets as of December 31 are as follows:



|                                                                | 1999      |  | 1998     
|--------------------------------------------------------------- | --------- |  | ---------
|Deferred Tax Assets                                             |           |  |          
|Allowance for Loan Losses                                       | $ 662,383 |  | $ 559,032
|Georgia Occupation and License Tax Credits                      | 53,581    |  | 53,581   
|Other Real Estate Owned                                         | 1,509     |  | 6,800    
|Deferred Compensation                                           | 35,099    |  | 31,043   
|Other                                                           | 1,169     |  | 2,663    
|Valuation Allowance for Deferred Tax Assets                     | (23,286)  |  | (23,286) 
|                                                                |           |  |          
|                                                                | 730,455   |  | 629,833  
|Deferred Tax Liabilities                                        |           |  |          
|Premises and Equipment                                          | (207,515) |  | (193,375)
|Securities Accretion                                            | (34,941)  |  | (35,670) 
|Other                                                           | (7,475)   |  | -        
|                                                                |           |  |          
|                                                                | (249,931) |  | (229,045)
|                                                                |           |  |          
|                                                                | 480,524   |  | 400,788  
|Deferred Tax Benefit (Liability)
on Unrealized Securities Gains | 236,262   |  | (101,957)
|                                                                |           |  |          
|Net Deferred Tax Asset                                          | $ 716,786 |  | $ 298,831

(9) Deposits

Components of interest-bearing deposits as of December 31 are as follows:



|                        | 1999         |  | 1998        
|----------------------- | ------------ |  | ------------
|                        |              |  |             
|Interest-Bearing Demand | $ 53,096,289 |  | $ 54,713,987
|Savings                 | 6,236,617    |  | 5,910,174   
|Time, $100,000 and Over | 31,900,412   |  | 27,055,154  
|Other Time              | 94,988,431   |  | 79,396,042  
|                        |              |  |             
|                        | $186,221,749 |  | $167,075,357

(9) Deposits (Continued)

The aggregate amount of short-term jumbo certificates of deposit, each with a minimum denomination of $100,000, approximated $24,775,000 and $16,467,000 on December 31, 1999 and 1998, respectively.

As of December 31, 1999, the scheduled maturities of certificates of deposit are as follows:





|Year                |           | Amount      
|------------------- | --------- | ------------
|                    |           |             
|2000                |           | $ 95,184,327
|2001                |           | 26,835,571  
|2002                |           | 2,164,852   
|2003                |           | 1,435,728   
|2004 and Thereafter | 1,268,365
|                    |           |             
|                    |           | $126,888,843



(10) Federal Funds Purchased and Securities Sold Under Agreement to Repurchase

Securities sold under agreement to repurchase generally mature within 7 to 14 days. Mortgage backed securities sold under repurchase agreements are held and segregated by the investment safekeeping agent. Investments are identified
as subject to the repurchase agreement and may be substituted by the Banks, subject to agreement by the buyer. The agreements, as of December 31, 1999, mature within 7 days.

Information concerning securities sold under agreements to repurchase is summarized as follows:



|                                          | 1999       |  | 1998      
|----------------------------------------- | ---------- |  | ----------
|                                          |            |  |           
|Average Balance During the Year           | $3,109,512 |  | $1,628,758
|Average Interest Rate During the Year     | 4.73%      |  | 4.93%     
|Maximum Month-End Balance During the Year | 4,943,025  |  | 3,978,079 

Mortgage backed securities underlying the agreements as of December 31 are:



|                     | 1999       |  | 1998      
|-------------------- | ---------- |  | ----------
|                     |            |  |           
|Carrying Value       | $4,638,654 |  | $5,464,666
|Estimated Fair Value | 4,534,975  |  | 5,493,189 

(11) Other Borrowed Money

Other borrowed money is comprised of the following as of December 31:



|                                                                                                                                                                                                                                                                                                                                                     |  | 1999       |  | 1998      
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | ----------
|Advances from the Federal Home Loan Bank (FHLB) have maturities in varying amounts through June 18, 2003 and interest rates ranging from 5.40 percent to 6.73 percent.  Under the Blanket Agreement for Advances and Security
Agreement with the FHLB, residential first mortgage loans are pledged as collateral for the FHLB advances outstanding. |  | $6,055,000 |  | $3,110,000

(11) Other Borrowed Money (Continued)

Maturities of borrowed money for each of the next five years and thereafter are as follows:



|Year |  | Amount    
|---- |  | ----------
|     |  |           
|2000 |  | $3,055,000
|2001 |  | -         
|2002 |  | -         
|2003 |  | 3,000,000 
|2004 |  | -         
|     |  |           
|     |  | $6,055,000



(12) Obligation Under Capital Lease

The Banks lease equipment with a lease term through January 30, 2002. The obligation under the capital lease has been recorded in the accompanying consolidated financial statements at the present value of future minimum lease
payments, discounted at an interest rate of 5.25 percent. Capitalized cost of $267,917 less accumulated depreciation is included in premises and equipment on the consolidated balance sheets.

Future minimum lease payments under this capital lease and the net present value of these payments as of December 31, 1999 are as follows:



|2000                                           |         | $ 61,620
|---------------------------------------------- | ------- | --------
|2001                                           |         | 61,620  
|2002                                           |         | 30,810  
|2003                                           |         | -       
|                                               |         |         
|Total Future Minimum Lease Payments            | 154,050
|Amount Representing Interest                   |         | 11,425  
|                                               |         |         
|Present Value of Future Minimum
Lease Payments |         | $142,625



(13) 401(k) Savings and Profit Sharing Plan

Security Bank has a 401(k) Savings Incentive and Profit Sharing Plan effective as of January 1, 1990. All employees as of the effective date were eligible to participate in the plan. Subsequently-employed persons become
eligible after having completed one year of service and attaining the age of 21. Employer contributions to the plan include a discretionary matching contribution based on the salary reduction elected by the individual employees and a discretionary amount
allocated based on compensation received by eligible participants. Expense under the plan was $203,796 in 1999, $204,906 in 1998 and $185,436 in 1997.







(14) Commitments and Contingencies

In the normal course of business, certain commitments and contingencies are incurred which are not reflected in the consolidated financial statements. The Banks had commitments under standby letters of credit to U.S. addressees
approximating $1,204,000 as of December 31, 1999 and $835,000 as of December 31, 1998. Unfulfilled loan commitments as of December 31, 1999 and 1998 approximated $33,266,000 and $30,034,000, respectively. No losses are anticipated as a result of
commitments and contingencies.



(15) Noncompensatory Stock Option Plan

In connection with the original stock offering, 149,900 warrants were issued to organizers, interim directors and initial executive officers for the purchase of common stock. Each warrant entitled the owner to purchase one share of
stock at the exercise price of $10 per share until the warrant expired. As a result of stock splits effected in the form of dividends, the number of warrants increased to 449,700 with an adjusted exercise price of $3.33 per share.

Subsequently, the board of directors of SNB Bancshares, Inc. adopted the 1996 incentive stock option plan which granted key officers the right to purchase 62,500 shares of common stock at the price of $9.00, as adjusted for stock
splits, representing the market value of the stock at the date of the option grant. Option holders may exercise in accordance with a vesting schedule beginning with 20 percent the first year and increasing 20 percent for each year thereafter such that 100
percent of granted options may be exercised by the end of the fifth year. Unexercised options expire at the end of the tenth year.

In 1999, the board of directors of SNB Bancshares, Inc. adopted another incentive stock option plan which granted certain officers and key employees the right to purchase 83,500 shares of common stock at a price representing the market
value of the stock at the date of the option grant. In May 1999, 73,000 options were granted at the price of $18.50 per share and an additional 10,000 options were granted at $17.94 per share in September 1999. The terms of the 1999 incentive stock option
plan are essentially the same as the 1996 incentive stock option plan.

A summary of warrant and option transactions follows:



|                                            | Shares Under |  |                
|------------------------------------------- | ------------ |  | ---------------
|                                            | Original     |  | Incentive Stock
|                                            | Warrants     |  | Options        
|                                            |              |  |                
|Granted                                     | 449,700      |  | 146,000        
|Canceled                                    | -            |  | -              
|Exercised                                   | 449,700      |  | -              
|                                            |              |  |                
|Outstanding, December 31, 1999              | -            |  | 146,000        
|                                            |              |  |                
|Eligible to be Exercised, December 31, 1999 | -            |  | 37,500         





(16) Interest Income and Expense

Interest income of $349,702, $420,957 and $522,706 from state, county and municipal bonds was exempt from regular income taxes in 1999, 1998 and 1997, respectively.

Interest on deposits includes interest expense on time certificates of $100,000 or more totaling $1,490,938, $1,446,331 and $1,376,034 for the years ended December 31, 1999, 1998 and 1997, respectively.



(17) Supplemental Cash Flow Information

Cash payments for the following were made during the years ended December 31:



|                 | 1999       |  | 1998       |  | 1997      
|---------------- | ---------- |  | ---------- |  | ----------
|                 |            |  |            |  |           
|Interest Expense | $8,248,602 |  | $7,568,020 |  | $7,325,065
|                 |            |  |            |  |           
|Income Taxes     | $1,599,500 |  | $ 995,700  |  | $1,589,241

Noncash investing activities for the years ended December 31 are as follows:



|Acquisitions of Real Estate Through |          |  |           |  |          
|----------------------------------- | -------- |  | --------- |  | ---------
|Foreclosure                         | $ 28,935 |  | $ 589,905 |  | $ 794,643



(18) Earnings Per Share

Statement of Financial Accounting Standards No. 128 establishes standards for computing and presenting basic and diluted earnings per share. Basic earnings per share is calculated and presented based on income available to common
shareholders divided by the weighted average number of shares outstanding during the reporting periods. Diluted earnings per share reflects the potential dilution that would occur if warrants and options will exercised and converted into common stock. The
following presents earnings per share for the years ended December 31, 1999, 1998 and 1997 under the requirements of Statement 128:



|December 31, 1999                                                                        | Income Numerator |  | Common Shares Denominator |  | EPS  
|---------------------------------------------------------------------------------------- | ---------------- |  | ------------------------- |  | -----
|                                                                                         |                  |  |                           |  |      
|Basic EPS                                                                                |                  |  |                           |  |      
|Income Available to Common Stockholders                                                  | $3,245,174       |  | 3,340,624                 |  | $0.97
|                                                                                         |                  |  |                           |  |      
|Dilutive Effect of Potential Common Stock                                                |                  |  |                           |  |      
|Stock Options and Warrants                                                               |                  |  | 50,167                    |  |      
|                                                                                         |                  |  |                           |  |      
|Diluted EPS                                                                              |                  |  |                           |  |      
|Income Available to Common Stockholders
After Assumed Conversions of Dilutive Securities | $3,245,174       |  | 3,390,791                 |  | $0.96

(18) Earnings Per Share (Continued)



|December 31, 1998                                                                        | Income Numerator |  | Common Shares Denominator |  | EPS  
|---------------------------------------------------------------------------------------- | ---------------- |  | ------------------------- |  | -----
|                                                                                         |                  |  |                           |  |      
|Basic EPS                                                                                |                  |  |                           |  |      
|Income Available to Common Stockholders                                                  | $2,326,967       |  | 3,185,014                 |  | $0.73
|                                                                                         |                  |  |                           |  |      
|Dilutive Effect of Potential Common Stock                                                |                  |  |                           |  |      
|Stock Options and Warrants                                                               |                  |  | 167,480                   |  |      
|                                                                                         |                  |  |                           |  |      
|Diluted EPS                                                                              |                  |  |                           |  |      
|Income Available to Common Stockholders
After Assumed Conversions of Dilutive Securities | $2,326,967       |  | 3,352,494                 |  | $0.69
|                                                                                         |                  |  |                           |  |      
|December 31, 1997                                                                        |                  |  |                           |  |      
|                                                                                         |                 
|Basic EPS                                                                                |                  |  |                           |  |      
|Income Available to Common Stockholders                                                  | $2,607,379       |  | 2,950,611                 |  | $0.88
|                                                                                         |                  |  |                           |  |      
|Dilutive Effect of Potential Common Stock                                                |                  |  |                           |  |      
|Stock Options and Warrants                                                               |                  |  | 304,950                   |  |      
|                                                                                         |                  |  |                           |  |      
|Diluted EPS                                                                              |                  |  |                           |  |      
|Income Available to Common Stockholders
After Assumed Conversions of Dilutive Securities | $2,607,379       |  | 3,255,561                 |  | $0.80

All share and per share data have been restated to reflect a 25 percent stock split occurring on September 25, 1997. The stock split was effected in the form of a dividend.

In October 1996, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (Statement 123). Statement 123 establishes a "fair value" based method
of accounting for stock-based compensation plans and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans. However, it also allows an entity to continue to measure compensation cost for those plans
using the intrinsic value based method of accounting prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees (Opinion 25). Entities electing to remain with the accounting in Opinion 25 must make proforma disclosures of net income and earnings per share, as if the fair value based method of accounting defined in
Statement 123 had been applied. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Under the intrinsic value
based method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date or other measurement date over the amount an employee must pay to acquire the stock. SNB Bancshares, Inc. continues to follow Opinion 25 in
accounting for its stock-based compensation awards; accordingly, no compensation expense has been recognized in the financial statements. If compensation expenses were determined on the basis of Statement 123, net income and earnings per share would have
been reduced as follows:





(18) Earnings Per Share (Continued)



|                           | 1999       |  | 1998      
|-------------------------- | ---------- |  | ----------
|Net Income                 |            |  |           
|As Reported                | $3,245,174 |  | $2,326,967
|Proforma                   | $3,100,159 |  | $2,285,967
|                           |            |  |           
|Basic Earnings Per Share   |            |  |           
|As Reported                | $ 0.97     |  | $ 0.73    
|                           |            |  |           
|Proforma                   | $ 0.93     |  | $ 0.72    
|                           |            |  |           
|Diluted Earnings Per Share |            |  |           
|As Reported                | $ 0.96     |  | $ 0.69    
|                           |            |  |           
|Proforma                   | $ 0.91     |  | $ 0.68    

Proforma information includes only the effects of incentive stock option awards which were granted in May 1996, May 1999 and September 1999.

Proforma information is based on utilization of the Black-Scholes option pricing model to estimate the fair value of the options at the grant date. Significant assumptions used are:



|                                                      | 1999
Incentive Plan |  | 1996
Incentive Plan
|----------------------------------------------------- | ------------------- |  | -------------------
|                                                      |                     |  |                    
|Expected Annual Dividends (As Percent of Stock Price) | 1.63%               |  | 2.11%              
|Discount Rate-Bond Equivalent Yield                   | 6.48%               |  | 6.34%              
|Expected Life                                         | 5 Years             |  | 5 Years            
|Expected Cumulative Volatility                        | 70.95%              |  | 86.58%             



(19) Related Party Transactions

The aggregate balance of direct and indirect loans to directors, executive officers or principal holders of equity securities of the Company was $8,670,807 as of December 31, 1999 and $5,958,016 as of December 31, 1998. All such
loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than a normal risk of collectibility. A summary of activity of
related party loans is shown below:



|                     | 1999        |  | 1998       
|-------------------- | ----------- |  | -----------
|                     |             |  |            
|Balance, Beginning   | $ 5,958,016 |  | $ 4,768,534
|New Loans            | 7,161,275   |  | 4,021,222  
|Repayments           | (4,102,540) |  | (2,519,425)
|Changes in Directors | (345,944)   |  | (312,315)  
|                     |             |  |            
|Balance, Ending      | $ 8,670,807 |  | $ 5,958,016

(20) Financial Information of SNB Bancshares, Inc. (Parent Only)

SNB Bancshares, Inc. (the parent company) was formed as a one-bank holding company from Security Bank of Bibb County in September 1994. The parent company's balance sheets as of December 31, 1999 and 1998 and the related statements
of income and comprehensive income and cash flows for the years then ended are as follows:



|SNB BANCSHARES, INC. (PARENT ONLY)
BALANCE SHEETS
DECEMBER 31 |             |  |            
|------------------------------------------------------------- | ----------- |  | -----------
|                                                              |             |  |            
|ASSETS                                                       
|                                                              | 1999        |  | 1998       
|                                                              |             |  |            
|Cash                                                          | $ 4,086,909 |  | $ 4,632,823
|Accounts Receivable - Other                                   | -           |  | 391        
|Investment in Loans                                           | -           |  | 1,014,000  
|Interest Receivable on Loans                                  | -           |  | 15,786     
|Investment Securities                                         | 843,230     |  | -          
|Unamortized Organization Costs                                | -           |  | 6,076      
|Investment in Subsidiaries, at Equity                         | 22,583,660  |  | 20,088,720 
|Income Tax Benefit                                            | -           |  | 34,930     
|Prepaids                                                      | 11,088      |  | 1,000      
|                                                              |             |  |            
|Total Assets                                                  | $27,524,887 |  | $25,793,726
|                                                              |             |  |            
|                                                              |             |  |            
|LIABILITIES AND STOCKHOLDERS' EQUITY                         
|                                                              |             |  |            
|Liabilities                                                   |             |  |            
|Federal Income Tax Payable                                    | $ 78        |  | $ -        
|State Income Tax Payable                                      | 14,199      |  | 14,600     
|Other                                                         | 38,259      |  | 43,543     
|                                                              |             |  |            
|                                                              | 52,536      |  | 58,143     
|                                                              |             |  |            
|Stockholders' Equity                                          |             |  |            
|Common Stock, Par Value $1 a Share; Authorized                |             |  |            
|10,000,000 Shares, Issued and Outstanding 3,340,624           |             |  |            
|Shares as of December 31, 1999 and 1998                       | 3,340,624   |  | 3,340,624  
|Paid-In Capital                                               | 12,611,603  |  | 12,611,603 
|Retained Earnings                                             | 11,978,751  |  | 9,585,439  
|Accumulated Other Comprehensive Income, Net of Tax            | (458,627)   |  | 197,917    
|                                                              |             |  |            
|Total Stockholders' Equity                                    | 27,472,351  |  | 25,735,583 
|                                                              |             |  |            
|Total Liabilities and Stockholders' Equity                    | $27,524,887 |  | $25,793,726





(20) Financial Information of SNB Bancshares, Inc. (Parent Only) (Continued)





|SNB BANCSHARES, INC. (PARENT ONLY)
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31 |            |  |            | 
|---------------------------------------------------------------------------------------------------------------- | ---------- |  | ---------- | 
|                                                                                                                 |            |  |            | 
|                                                                                                                 |            |  |            | 
|                                                                                                                 | 1999       |  | 1998       | 
|                                                                                                                 |            |  |            | 
|Income                                                                                                           |            |  |            | 
|Dividends from Subsidiaries                                                                                      | $ 417,579  |  | $ 655,730  | 
|Interest                                                                                                         | 107,699    |  | 201,219    | 
|                                                                                                                 |            |  |            | 
|                                                                                                                 | 525,278    |  | 856,949    | 
|                                                                                                                 |            |  |            | 
|Expense                                                                                                          |            |  |            | 
|Amortization of Organization Costs                                                                               | 6,076      |  | 8,102      | 
|Merger                                                                                                           | -          |  | 184,228    | 
|Other                                                                                                            | 193,653    |  | 204,337    | 
|                                                                                                                 |            |  |            | 
|                                                                                                                 | 199,729    |  | 396,667    | 
|                                                                                                                 |            |  |            | 
|Income Before Taxes and Equity in Undistributed                                                                  |            |  |            | 
|Earnings of Subsidiaries                                                                                         | 325,549    |  | 460,282    | 
|                                                                                                                 |            |  |            | 
|Income Tax Benefit                                                                                               | 31,241     |  | 4,186      | 
|                                                                                                                 |            |  |            | 
|Income Before Equity in Undistributed Earnings                                                                   |            |  |            | 
|of Subsidiaries                                                                                                  | 356,790    |  | 464,468    | 
|                                                                                                                 |            |  |            | 
|Equity in Undistributed Earnings of Subsidiaries                                                                 | 2,888,384  |  | 1,862,499  | 
|                                                                                                                 |            |  |            | 
|Net Income                                                                                                       | 3,245,174  |  | 2,326,967  | 
|                                                                                                                 |            |  |            | 
|Other Comprehensive Income, Net of Tax                                                                           |            |  |            | 
|Gains (Losses) on Securities
Arising During the Year                                                             | (657,807)  |  | 133,102    | 
|Reclassification Adjustment                                                                                      | 1,263      |  | (5,162)    | 
|                                                                                                                 |            |  |            | 
|Unrealized Gains (Losses) on Securities                                                                          | (656,544)  |  | 127,940    | 
|                                                                                                                 |            |  |            | 
|Comprehensive Income                                                                                             | $2,588,630 |  | $2,454,907 | 









(20) Financial Information of SNB Bancshares, Inc. (Parent Only) (Continued)





|SNB BANCSHARES, INC. (PARENT ONLY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31 |             |  |             |  |            
|------------------------------------------------------------------------------------------- | ----------- |  | ----------- |  | -----------
|                                                                                            |             |  |             |  |            
|                                                                                            | 1999        |  | 1998        |  | 1997       
|                                                                                            |             |  |             |  |            
|Cash Flows from Operating Activities                                                        |             |  |             |  |            
|Net Income                                                                                  | $ 3,245,174 |  | $ 2,326,967 |  | $ 2,607,379
|Adjustments to Reconcile Net Income to Net                                                  |             |  |             |  |            
|Cash Provided from Operating Activities                                                     |             |  |             |  |            
|Amortization                                                                                | 6,076       |  | 8,103       |  | 12,125     
|Equity in Undistributed Earnings
of Subsidiaries                                            | (2,888,384) |  | (1,862,499) |  | (2,124,809)
|Increase in Other                                                                           | 16,402      |  | (95,969)    |  | 112,923    
|                                                                                            |             |  |             |  |            
|                                                                                            | 379,268     |  | 376,602     |  | 607,618    
|                                                                                            |             |  |             |  |            
|Cash Flows from Investing Activities                                                        |             |  |             |  |            
|Investment in Loans                                                                         | 1,014,000   |  | 1,136,000   |  | (2,150,000)
|Capital Infusion in Subsidiaries                                                            | (300,000)   |  | -           |  | (250,000)  
|Purchase of Investment Securities
Available for Sale                                        | (787,320)   |  | -           |  | -          
|                                                                                            |             |  |             |  |            
|                                                                                            | (73,320)    |  | 1,136,000   |  | (2,400,000)
|                                                                                            |             |  |             |  |            
|Cash Flows from Financing Activities                                                        |             |  |             |  |            
|Dividends Paid                                                                              | (851,862)   |  | (704,126)   |  | (468,239)  
|Issuance of Common Stock                                                                    | -           |  | 1,234,414   |  | 460,558    
|                                                                                            |             |  |             |  |            
|                                                                                            | (851,862)   |  | 530,288     |  | (7,681)    
|                                                                                            |             |  |             |  |            
|Net Increase (Decrease) in
Cash and Cash Equivalents                                        | (545,914)   |  | 2,042,890   |  | (1,800,063)
|                                                                                            |             |  |             |  |            
|Cash and Cash Equivalents, Beginning                                                        | 4,632,823   |  | 2,589,933   |  | 4,389,996  
|                                                                                            |             |  |             |  |            
|Cash and Cash Equivalents, Ending                                                           | $ 4,086,909 |  | $ 4,632,823 |  | $ 2,589,933



(21) Stock Split Effected as Dividend

On September 25, 1997, the board of directors approved a 25 percent stock split to be effected in the form of a dividend. All share and per share data including stock options and warrants have been adjusted to reflect the additional
shares outstanding resulting from the stock split.







(22) Fair Value of Financial Instruments

Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures about Fair Value of Financial Instruments requires disclosure of fair value information about financial instruments, whether or not recognized on the
face of the balance sheet, for which it is practicable to estimate that value. The assumptions used in the estimation of the fair value of SNB Bancshares' financial instruments are detailed below. Where quoted prices are not available, fair values are
based on estimates using discounted cash flows and other valuation techniques. The use of discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following
disclosures should not be considered a surrogate of the liquidation value of the Company, but rather a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance.

Cash and Short-Term Investments - For cash, due from banks and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Investment Securities Available for Sale - Fair values for investment securities are based on quoted market prices.

Loans - The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For variable rate loans, the
carrying amount is a reasonable estimate of fair value.

Deposit Liabilities - The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is
estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

Standby Letters of Credit - Because standby letters of credit are made using variable rates, the contract value is a reasonable estimate of fair value.

The carrying amount and estimated fair values of the Company's financial instruments as of December 31 are as follows:



|                                         | 1999           |  |            |  | 1998     |  |           
|---------------------------------------- | -------------- |  | ---------- |  | -------- |  | ----------
|                                         | Carrying       |  | Estimated  |  | Carrying |  | Estimated 
|                                         | Amount         |  | Fair Value |  | Amount   |  | Fair Value
|                                         |                |  |            |  |         
|                                         | (in Thousands)
|Assets                                   |                |  |            |  |          |  |           
|Cash and Short-Term Investments          | $ 21,130       |  | $ 21,130   |  | $ 24,656 |  | $ 24,656  
|Investment Securities Available for Sale | 42,176         |  | 42,176     |  | 35,148   |  | 35,148    
|Investment Securities Held to Maturity   | 2,911          |  | 2,932      |  | 4,153    |  | 4,285     
|Loans                                    | 207,549        |  | 205,850    |  | 179,294  |  | 178,738   
|                                         |                |  |            |  |          |  |           
|Liabilities                              |                |  |            |  |          |  |           
|Deposits                                 | 237,417        |  | 237,798    |  | 217,778  |  | 223,052   
|Borrowed Money                           | 15,681         |  | 15,681     |  | 6,213    |  | 6,213     
|Capital Lease Obligation                 | 143            |  | 143        |  | 195      |  | 195       
|                                         |                |  |            |  |          |  |           
|Unrecognized Financial Instruments       |                |  |            |  |          |  |           
|Standby Letters of Credit                | -              |  | 1,204      |  | -        |  | 835       
|Unfulfilled Loan Commitments             | -              |  | 33,266     |  | -        |  | 30,034    

(22) Fair Value of Financial Instruments (Continued)

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering
for sale at one time the entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on many judgments. These estimates are subjective in
nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial
instruments. Significant assets and liabilities that are not considered financial instruments include the mortgage banking operation, brokerage network, deferred income taxes and premises and equipment. In addition, the tax ramifications related to the
realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.



(23) Regulatory Capital Matters

The amount of dividends payable to the parent company from the Subsidiary banks is limited by various banking regulatory agencies. Upon approval by regulatory authorities, the bank may pay cash dividends to the parent company in
excess of regulatory limitations.

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and, possibly additional discretionary, actions
by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines
that involve quantitative measures of the Company's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets. The
amounts and ratios as defined in regulations are presented hereafter. Management believes, as of December 31, 1999, the Company meets all capital adequacy requirements to which it is subject and is classified as well capitalized under the regulatory
framework for prompt corrective action. In the opinion of management, there are no conditions or events since prior notification of capital adequacy from the regulators that have changed the institution's category.

(23) Regulatory Capital Matters (Continued)

|                                       |             |  |                   |  |                   |  |                   |  | To Be Well       
|-------------------------------------- | ----------- |  | ----------------- |  | ----------------- |  | ----------------- |  | -----------------
|                                       |             |  |                   |  |                   |  |                   |  | Capitalized Under
|                                       |             |  |                   |  | For Capital       |  | Prompt Corrective
|                                       | Actual      |  | Adequacy Purposes |  | Action Provisions
|                                       | Amount      |  | Ratio             |  | Amount            |  | Ratio             |  | Amount           
|                                       |             |  |                   |  |                   |  |                   |  |                  
|As of December 31, 1999                |             |  |                   |  |                   |  |                   |  |                  
|Total Capital to Risk-Weighted Assets  | $30,258,159 |  | 13.32%            |  | $18,172,234       |  | 8.00%             |  | $22,715,293      
|Tier I Capital to Risk-Weighted Assets | 27,930,978  |  | 12.30             |  | 9,086,117         |  | 4.00              |  | 13,629,176       
|Tier I Capital                         |             |  |                   |  |                   |  |                   |  |                  
|Tier I Capital to Average Assets       | 27,930,978  |  | 10.84             |  | 10,303,846        |  | 4.00              |  | 12,879,807       
|                                       |             |  |                   |  |                   |  |                   |  |                  
|As of December 31, 1998                |             |  |                   |  |                   |  |                   |  |                  
|Total Capital to Risk-Weighted Assets  | $27,607,919 |  | 14.42%            |  | $15,315,278       |  | 8.00%             |  | $19,144,098      
|Tier I Capital to Risk-Weighted Assets | 25,537,666  |  | 13.34             |  | 7,657,639         |  | 4.00              |  | 11,486,459       
|Tier I Capital to Average Assets       | 25,537,666  |  | 11.42             |  | 8,944,455         |  | 4.00              |  | 11,180,569       



(24) Business Combinations

On August 8, 1998, the Company acquired Crossroads Bancshares, Inc. and its wholly-owned subsidiary, Crossroads Bank of Georgia, Inc. (currently Security Bank of Houston County), in a business combination accounted for as a pooling
of interests. Crossroads Bank of Georgia, Inc. became a wholly-owned subsidiary of the Company through the exchange of 846,743 shares of the Company's common stock for all of the outstanding stock of Crossroads Bancshares, Inc. The accompanying financial
statements for 1998 are based on the assumption that the companies were combined for the full year, and the 1997 financial statements have been restated to give effect to the combination.

Summarized results of operations of the separate companies for the period from January 1, 1998 through August 8, 1998, the date of acquisition, are as follows:



|                          | SNB Banchsares, Inc. and Subsidiary |  | Crossroads Bank of Georgia, Inc.
|------------------------- | ----------------------------------- |  | --------------------------------
|                          |                                     |  |                                 
|Net Interest Income       | $4,280,652                          |  | $1,885,450                      
|                          |                                     |  |                                 
|Provision for Loan Losses | 236,000                             |  | 105,000                         
|                          |                                     |  |                                 
|Noninterest Income        | 1,049,947                           |  | 469,137                         
|                          |                                     |  |                                 
|Noninterest Expense       | 3,502,390                           |  | 1,356,783                       
|                          |                                     |  |                                 
|Net Income                | 1,085,915                           |  | 594,519                         

The summarized assets and liabilities of the separate companies on August 8, 1998, the date of acquisition, were as follows:

(24) Business Combinations (Continued)



|                          | SNB Bancshares, Inc. and Subsidiary |  | Crossroads Bank of Georgia, Inc.
|------------------------- | ----------------------------------- |  | --------------------------------
|                          |                                     |  |                                 
|Cash and Cash Equivalents | $ 10,413,116                        |  | $ 6,359,558                     
|Investment Securities     | 27,426,745                          |  | 9,081,814                       
|Loans, Net                | 112,355,011                         |  | 48,061,005                      
|Premises and Equipment    | 4,617,464                           |  | 2,064,092                       
|Other Assets              | 2,075,766                           |  | 1,599,447                       
|                          |                                     |  |                                 
|                          | 156,888,102                         |  | 67,165,916                      
|Deposits                  | (128,562,713)                       |  | (60,047,078)                    
|Other Liabilities         | (9,884,527)                         |  | (662,484)                       
|                          |                                     |  |                                 
|Net Assets                | $ 18,440,862                        |  | $ 6,456,354                     

Following is a reconciliation of the amounts of net interest income and net income previously reported for 1997 with restated amounts:



|                                     |  |  | Year Ended       
|------------------------------------ |  |  | -----------------
|                                     |  |  | December 31, 1997
|Net Interest Income and Other Income |  |  |                  
|SNB Bancshares, Inc. and Subsidiary  |  |  |                  
|As Previously Reported               |  |  | $6,618,798       
|Crossroads Bank of Georgia, Inc.     |  |  | 3,078,400        
|                                     |  |  |                  
|As Restated                          |  |  | $9,697,198       
|                                     |  |  |                  
|Net Income                           |  |  |                  
|SNB Bancshares, Inc. and Subsidiary  |  |  |                  
|As Previously Reported               |  |  | $1,802,936       
|Crossroads Bank of Georgia, Inc.     |  |  | 804,443          
|                                     |  |  |                  
|As Restated                          |  |  | $2,607,379       

No significant intercompany transactions occurred between the Company and Crossroads Bank of Georgia, Inc. prior to the pooling of interests that would affect prior operations. There was no change in accounting
policies or reporting periods as a result of the pooling of interests.

(25) Deferred Compensation Plan

A deferred compensation plan is maintained under which certain officers may elect to defer, until termination, retirement, death or unforeseeable emergency a portion of current compensation. The plan is created in accordance with
Internal Revenue Code Section 457. Interest is paid on such deferrals at a rate that is determined annually. The participants are general creditors of the Bank with respect to amounts deferred and interest additions. As of December 31, 1999, 1998 and
1997, the liability under this plan totaled $105,087, $91,304 and $73,139, respectively.

(26) Reclassifications

Certain reclassifications have been made in the 1998 and 1997 financial statements to conform to the 1999 presentation.