UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Fee Required)

For the Fiscal Year EndedDecember 31, 2000__________

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(No Fee Required)

For the Transition Period from to __________________________

Commission File Number 000-23261

SNB BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

GEORGIA 58-2107916

State or Other Jurisdiction of (I.R.S. Employer

Incorporation or Organization Identification No.)

2918 RIVERSIDE DRIVE

MACON, GEORGIA                       31204

(Address of Principal Executive Offices) (Zip Code)

Issuer's Telephone Number

Securities Registered Under Section 12(b) of the Exchange Act: NONE

Securities Registered Under Section 12(g) of the Exchange Act:

COMMON STOCK, $1.00 PAR VALUE

(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. XYes No

Check if there is no disclosure of delinquent filers in response to Items 405 of Regulation S-K in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

State the aggregate market value of the voting stock held by nonaffiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days.
 $50,594,535 Based on Prices as of March 16, 2001.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

3,372,969 shares of $1.00 par value common stock as of March 16, 2001.



DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Proxy Statement for the annual meeting of stockholders on April 26, 2001 are incorporated by reference into Part III.

Part I

Item 1

BUSINESS

General

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

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

On July 31, 2000, SB-Bibb purchased the assets of Group Financial Southeast (dba Fairfield Financial) in a business combination accounted for as a purchase. The assets were placed in a newly formed subsidiary of SB-Bibb incorporated as
Fairfield Financial Services, Inc. ("Fairfield"). The purchase transaction involved a combination of SNB stock and cash consideration. Fairfield is a well-established real estate mortgage lending company with ten Georgia locations, including offices in
Macon (3), Columbus, Warner Robins, Savannah, Richmond Hill, Rincon, Fayetteville and St. Simons Island. The Company functions as a subsidiary of SB-Bibb.

History and Business of the Subsidiaries

Substantially all of the business of SNB is conducted through its two subsidiary banks. A brief description of each Bank's history and business operations is discussed below.

SB-BIBB

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

Part I (Continued)

Item 1 (Continued)



The Bank offers a full range of deposit products, lending services (including a specialized mortgage division), internet banking, automated teller machines, safe deposit boxes, credit cards, night depositories and other services for
the convenience of its customers. No trust services are currently offered. The Bank provides its own data processing services.

With its purchase of Fairfield during 2000, SB-Bibb expanded its mortgage division to include ten additional offices throughout the state of Georgia.

As of December 31, 2000, SB-Bibb had total assets of $297.8 million, total deposits of $219.9 million and total stockholders' equity of $23.0 million. Net income amounted to $2.3 million for the year ended December 31, 2000.

SB-HOUSTON

SB-Houston commenced operation in 1987 as a state-chartered bank in Perry, Houston County, Georgia. The Bank currently operates four full-service facilities in Houston County, having added two full-service branches in Warner
Robins, Georgia. SB-Houston's main office remains at 1208 Washington Street, Perry, Georgia. The Bank established its fourth full-service office during the first quarter of 2000. This office is located on Houston Lake Road in Warner Robins.

SB-Houston operates a full-service commercial banking business and provides a wide range of banking services, including checking and savings accounts, a broad range of certificates of deposit, agricultural, consumer, commercial and
real estate loans, internet banking, safe deposit boxes, credit cards, night depositories and 24-hour automated teller machines. SB-Houston's customers reside mainly in the Houston County area. No trust services are currently offered. Data services are
provided by SB-Bibb.

As of December 31, 2000, SB-Houston had total assets of $116.4 million, total deposits of $97.1 million, and stockholders' equity of $8.9 million. Net income for the year ended December 31, 2000 totaled $1.4 million.

Market Area

SNB primarily serves the residents of Bibb and Houston counties, with estimated populations of 154,000 and 111,000, respectively, as of 2000. SNB also conducts business to a lesser extent in the surrounding counties of Jones,
Monroe, Twiggs, Crawford, Peach and Wilkinson. The loan portfolio is concentrated in various commercial, real estate and consumer loans to individuals and entities located in middle Georgia, and the ultimate collectiblity of the loans and future growth of
the Company are largely dependent upon economic conditions in the middle Georgia area. The Company's agricultural loans are negligible. The economy of the middle Georgia area has been generally favorable in recent years, although population growth has
been moderate at best. Robins Air Force Base, located in Houston County, is a major employer in the area, which has survived national base closure mandates and expanded in size in recent years.

The acquisition of Fairfield during 2000 brings ten well established mortgage offices to SB-Bibb. Fairfield is primarily engaged in residential real estate mortgage lending in the state of Georgia.

Part I (Continued)

Item 1 (Continued)

Competition

The financial services industry in the middle Georgia area is highly competitive. SNB's subsidiary banks compete actively with national and state chartered banks, savings and loan associations and credit unions for loans and
deposits. In addition, the Banks compete with other financial service institutions, including brokers and dealers, insurance companies and finance companies, all of which actively engage in marketing various types of loans, deposits and other services.
Management believes that competitive pricing and personalized service will provide it with a method to compete effectively in the middle Georgia area.

Employees

As of December 31, 2000, the Company had 207 employees on a full-time equivalent basis. SNB considers its relationship with its employees to be excellent.

Supervision and Regulation

Bank holding companies and banks are regulated under both federal and state law. The following is a brief summary of certain statutes and rules and regulations affecting the Company, the Bank, and, to a more limited extent, the
Company's subsidiaries.

This summary is qualified in its entirety by reference to the particular statute and regulatory provision referred to and is not intended to be an exhaustive description of the statutes or regulations applicable to the business of the
Company and its subsidiaries. The scope of regulation and permissible activities of the Company and its subsidiaries is subject to change by future federal and state legislation. Supervision, regulation and examination of the Company and the Bank by the
bank regulatory agencies are intended primarily for the protection of depositors rather than shareholders of the Company.

Regulation of the Company

SNB is a registered holding company under the Federal Bank Holding Company Act and the Georgia Bank Holding Company Act and is regulated under such Act by the Federal Reserve and by the Georgia Department of Banking and Finance
(the "Georgia Department@), respectively. As a bank holding company, the Company is required to file annual reports with the Federal Reserve and the Georgia Department and provide such additional
information as the applicable regulator may require pursuant to the Federal and Georgia Bank Holding Company Acts. The Federal Reserve and the Georgia Department may also conduct examinations of the Company to determine whether the Company is in
compliance with Bank Holding Company Acts and regulations promulgated thereunder.

In addition, the Federal Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before: (1) acquiring direct or indirect ownership or control of more than 5 percent of the
voting shares of any bank; (2) acquiring all or substantially all of the assets of a bank; and (3) before merging or consolidating with another bank holding company.

Part I (Continued)

Item 1 (Continued)



The Georgia Department requires similar approval prior to the acquisition of any additional banks from every Georgia bank holding company. A Georgia bank holding company is generally prohibited from acquiring ownership or control of 5
percent or more of the voting shares of a bank unless the bank being acquired is either a bank for purposes of the Federal Bank Holding Company Act, or a federal or state savings and loan association or savings bank or federal savings bank whose deposits
are insured by the Federal Savings and Loan Insurance Corporation and such bank has been in existence and continuously operating as a bank for a period of five years or more prior to the date of application to the Department for approval of such acquisition
 .

The Federal Reserve (pursuant to regulation and published statements) has maintained that a bank holding company must serve as a source of financial strength to its subsidiary banks. In adhering to the Federal Reserve policy, the
Company may be required to provide financial support to the Bank at a time when, absent such Federal Reserve policy, the Company may not deem it advisable to provide such assistance. Similarly, the Federal Reserve also monitors the financial performance
and prospects of nonbank subsidiaries with an inspection process to ascertain whether such nonbanking subsidiaries enhance or detract from the Company's ability to serve as a source of strength for the Bank.

Capital Requirements

The holding company is subject to regulatory capital requirements imposed by the Federal Reserve applied on a consolidated basis with the banks owned by the holding company. Bank holding companies must have capital (as defined in
the rules) equal to eight (8) percent of risk-weighted assets. The risk weights assigned to assets are based primarily on credit risk. For example, securities with an unconditional guarantee by the United States government are assigned the least risk
category. A risk weight of 50 percent is assigned to loans secured by owner-occupied one-to-four family residential mortgages. The aggregate amount of assets assigned to each risk category is multiplied by the risk weight assigned to that category to
determine the weighted values, which are added together to determine total risk-weighted assets.

The Federal Reserve also requires the maintenance of minimum capital leverage ratios to be used in tandem with the risk-based guidelines in assessing the overall capital adequacy of bank holding companies. The guidelines define capital
as either Tier 1 (primarily shareholder equity) or Tier 2 (certain debt instruments and a portion of the allowance for loan losses). Tier 1 capital for banking organizations includes common equity, minority interest in the equity accounts of consolidated
subsidiaries, qualifying noncumulative perpetual preferred stock and qualifying cumulative perpetual preferred stock. (Cumulative perpetual preferred stock is limited to 25 percent of Tier 1 capital.) Tier 1 capital excludes goodwill; amounts of mortgage
servicing assets, nonmortgage servicing assets, and purchased credit card relationships that, in the aggregate, exceed 100 percent of Tier 1 capital; nonmortgage servicing assets and purchased credit card relationships that in the aggregate, exceed 25
percent of Tier 1 capital; all other identifiable intangible assets; and deferred tax assets that are dependent upon future taxable income, net of their valuation allowance, in excess of certain limitations.

Part I (Continued)

Item 1 (Continued)



Effective June 30, 1998, the Board has established a minimum ratio of Tier 1 capital to total assets of 3.0 percent for strong bank holding companies (rated composite A1@under the BOPEC rating system of bank holding companies), and for bank holding companies that have implemented the Board=s risk-based capital measure for market risk. For all other bank holding companies, the minimum ratio of Tier 1 capital to total assets is 4.0 percent. Banking organizations with supervisory, financial, operational, or
managerial weaknesses, as well as organizations that are anticipating or experiencing significant growth, are expected to maintain capital ratios well above the minimum levels. Higher capital ratios may be required for any bank holding company if
warranted by its particular circumstances or risk profile. Bank holding companies are required to hold capital commensurate with the level and nature of the risks, including the volume and severity of problem loans, to which they are exposed.

At December 31, 2000, SNB exceeded the minimum Tier 1, risk-based and leverage ratios. The table which follows sets forth certain capital information for SNB as of December 31, 2000.

|CAPITAL ADEQUACY
($ in Thousands)
|---------------------------------
|                                 
|                                 
|                                 
|                                 
|Leverage Ratio                   
|Actual                           
|Minimum Required (1)             
|                                 
|Risked-Based Capital:            
|                                 
|Tier 1 Capital                   
|Actual                           
|Minimum Required                 
|                                 
|Total Capital                    
|Actual                           
|Minimum Required                 

(1) Represents the minimum requirement. Institutions that are contemplating acquisitions or anticipating or experiencing significant growth may be required to maintain a substantially higher leverage ratio.

Part I (Continued)

Item 1 (Continued)

The Riegle-Neal Interstate Banking and Branching Efficiency Act

Prior to the enactment of the Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act"), interstate expansion of bank holding companies was prohibited, unless such acquisition was specifically authorized by a
statute of the state in which the target bank was located. Pursuant to the Riegle-Neal Act, effective September 29, 1995, an adequately capitalized and adequately managed holding company may acquire a bank across state lines, without regard to whether
such acquisition is permissible under state law. A bank holding company is considered to be "adequately capitalized" if it meets all applicable federal regulatory capital standards.

While the Riegle-Neal Act precludes a state from entirely insulating its banks from acquisition by an out-of-state holding company, a state may still provide that a bank may not be acquired by an out-of-state company unless the bank
has been in existence for a specified number of years, not to exceed five years. Additionally, the Federal Reserve is directed not to approve an application for the acquisition of a bank across state lines if: (i) the applicant bank holding company,
including all affiliated insured depository institutions, controls, or after the acquisition would control, more than ten (10) percent of the total amount of deposits of all insured depository institutions in the United States (the "ten percent
concentration limit") or (ii) the acquisition would result in the holding company controlling thirty (30) percent or more of the total deposits of insured depository institutions in any state in which the holding company controlled a bank or branch
immediately prior to the acquisition (the "thirty percent concentration limit"). States may waive the thirty percent concentration limit, or may make the limits more or less restrictive, so long as they do not discriminate against out-of-state bank
holding companies.

The Riegle-Neal Act also provides that, beginning on June 1, 1997, banks located in different states may merge and operate the resulting institution as a bank with interstate branches. However, a state may (i) prevent interstate
branching through mergers by passing a law prior to June 1, 1997 that expressly prohibits mergers involving out-of-state banks, or (ii) permit such merger transactions prior to June 1, 1997. Under the Riegle-Neal Act, an interstate merger transaction may
involve the acquisition of a branch of an insured bank without the acquisition of the bank itself, but only if the law of the state in which the branch is located permits this type of transaction.

Under the Riegle-Neal Act, a state may impose certain conditions on a branch of an out-of-state bank resulting from an interstate merger so long as such conditions do not have the effect of discriminating against out-of-state banks or
bank holding companies, other than on the basis of a requirement of nationwide reciprocal treatment. The ten (10) percent concentration limit and the thirty (30) percent concentration limit described above, as well as the rights of the states to modify or
waive the thirty (30) percent concentration limit, apply to interstate bank mergers in the same manner as they apply to the acquisition of out-of-state banks.

A bank resulting from an interstate merger transaction may retain and operate any office that any bank involved in the transaction was operating immediately before the transaction. After completion of the transaction, the resulting
bank may establish or acquire additional branches at any location where any bank involved in the transaction could have established or acquired a branch. The Riegle-Neal Act also provides that the appropriate federal banking agency may approve an
application by a bank to establish and operate an interstate branch in any state that has in effect a law that expressly permits all out-of-state banks to establish and operate such a branch.

Part I (Continued)

Item 1 (Continued)



In response to the Riegle-Neal Act, effective June 1, 1997, Georgia permitted interstate branching, although only through merger and acquisition. In addition, Georgia law provides that a bank may not be acquired by an out-of-state
company unless the bank has been in existence for five years. Georgia has also adopted the thirty percent concentration limit, but permits state regulators to waive it on a case-by-case basis.

The Gramm-Leach-Bliley Act of 1999

The Gramm-Leach-Bliley Act (the "GLB Act") dramatically increases the ability of eligible banking organizations to affiliate with insurance, securities and other financial firms and insured depository institutions. The GLB Act
permits eligible banking organizations to engage in activities and to affiliate with nonbank firms engaged in activities that are financial in nature or incidental to such financial activities and also includes some additional activities that are
complementary to such financial activities.

The definition of activities that are financial in nature is handled by the GLB Act in two ways. First, there is a laundry list of activities that are designated as financial in nature. Second, the authorization of new activities as
financial in nature or incidental to a financial activity requires a consultative process between the Federal Reserve Board and the Secretary of the Treasury with each having the authority to veto proposals of the other. The Federal Reserve Board has the
discretion to determine what activities are complementary to financial activities.

The precise scope of the authority to engage in these new financial activities, however, depends on the type of banking organization, whether it is a holding company, a subsidiary of a national bank, or a national bank's direct
conduct. The GLB Act repealed two sections of the Glass-Stegall Act, Sections 20 and 32, which restricted affiliations between securities firms and banks. The GLB Act authorizes two types of banking organizations to engage in expanded securities
activities. The GLB Act authorizes a new type of bank holding company called a financial holding company to have a subsidiary company that engages in securities underwriting and dealing without limitation as to the types of securities involved. The GLB
Act also permits a national bank to control a financial subsidiary that can engage in many of the expanded securities activities permitted for financial holding companies. However, additional restrictions apply to national bank financial subsidiaries.

Since the Bank Holding Company Act of 1956, and subsequent amendments, federal law has limited the types of activities that are permitted for a bank holding company, and it has also limited the types of companies that a bank holding
company can control. The GLB Act retains the bank holding company regulatory framework, but adds a new provision that authorizes enlarged authority for the new financial holding company form of organization to engage in any activity of a financial nature
or incidental thereto. A new Section 4(k) of the Bank Holding Company Act provides that a financial holding company may engage in any activity, and may acquire and retain shares of any company engaged in any activity, that the Federal Reserve Board, in
coordination with the Secretary of the Treasury, determines by regulation or order to be financial in nature or incidental to such financial activities, or is complementary to financial activities.

Part I (Continued)

Item 1 (Continued)

The GLB Act also amends the Bank Holding Company Act to prescribe eligibility criteria for financial holding companies, defines the scope of activities permitted for bank holding companies that do not become financial holding
companies, and establishes consequences for financial holding companies that cease to maintain the status needed to qualify as a financial holding company.

There are three special criteria to qualify for the enlarged activities and affiliation. First, all the depository institutions in the bank holding company organization must be well-capitalized. Second, all of the depository
institutions of the bank holding company must be well managed. Third, the bank holding company must have filed a declaration of intent with the Federal Reserve Board stating that it intends to exercise the expanded authority under the GLB Act and certify
to the Federal Reserve Board that the bank holding company's depository institutions meet the well-capitalized and well managed criteria. The GLB Act also requires the bank to achieve a rating of satisfactory or better in meeting community credit needs at
the most recent examination of such institution under the Community Reinvestment Act.

Once a bank holding company has filed a declaration of its intent to be a financial holding company, as long as there is no action by the Federal Reserve Board giving notice that it is not eligible, the company may proceed to engage in
the activities and enter into the affiliations under the large authority conferred by the GLB Act's amendments to the Bank Holding Company Act. The holding company does not need prior approval from the Federal Reserve Board to engage in activities that
the GLB Act identifies as financial in nature or that the Federal Reserve Board has determined to be financial in nature or incidental thereto by order or regulation.

The GLB Act retains the basic structure of the Bank Holding Company Act. Thus, a bank holding company that is not eligible for the expanded powers of a financial holding company is now subject to the amended Section 4(c)(8) of the Bank
Holding Company Act which freezes the activities that are authorized and defined as closely related to banking activities. Under this Section a bank holding company is not eligible for the expanded activities permitted under new Section 4(k) and is
limited to those specific activities previously approved by the Federal Reserve Board.

The GLB Act also addresses the consequences when a financial holding company that has exercised the expanded authority fails to maintain its eligibility to be a financial holding company. The Federal Reserve Board may impose such
limitations on the conduct or activities of a noncompliant financial holding company or any affiliate of that company as the Board determines to be appropriate under the circumstances and consistent with the purpose of the Act.

The GLB Act is essentially a dramatic liberalization of the restrictions placed on banks, especially bank holding companies, regarding the areas of financial businesses in which they are allowed to compete.

Part I (Continued)

Item 1 (Continued)

Regulation of the Banks

As state-chartered banks, the Banks are examined and regulated by the Federal Deposit Insurance Corporation ("FDIC") and the Georgia Department.

The major functions of the FDIC with respect to insured banks include paying depositors to the extent provided by law in the event an insured bank is closed without adequately providing for payment of the claim of depositors, acting as
a receiver of state banks placed in receivership when so appointed by state authorities, and preventing the continuance or development of unsound and unsafe banking practices. In addition, the FDIC also approves conversions, mergers, consolidations, and
assumption of deposit liability transactions between insured banks and noninsured banks or institutions to prevent capital or surplus diminution in such transactions where the resulting, continued or assumed bank is an insured nonmember state bank.

Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Bank Holding Company Act on any extension of credit to the bank holding company or any of its subsidiaries, on investment in the
stock or other securities thereof and on the taking of such stock or securities as collateral for loans to any borrower. In addition, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection
with any extension of credit or provision of any property or services.

The Georgia Department regulates all areas of the banks' banking operations, including mergers, establishment of branches, loans, interest rates and reserves. The Bank must have the approval of the Commissioner to pay cash dividends,
unless at the time of such payment:

(i) the total classified assets at the most recent examination of such banks do not exceed 80 percent of Tier 1 capital plus Allowance for Loan Losses as reflected at such examination;

(ii) the aggregate amount of dividends declared or anticipated to be declared in the calendar year does not exceed 50 percent of the net profits, after taxes but before dividends, for the previous calendar year; and

(iii) the ratio of Tier 1 Capital to Adjusted Total Assets shall not be less than six (6) percent.

The Banks are also subject to State of Georgia banking and usury laws restricting the amount of interest which it may charge in making loans or other extensions of credit.

Expansion through Branching, Merger or Consolidation

With respect to expansion, the Banks were previously prohibited from establishing branch offices or facilities outside of the county in which their main office was located, except:

a. in adjacent counties in certain situations, or

b. by means of merger or consolidation with a bank which has been in existence for at least five years.

Part I (Continued)

Item 1 (Continued)

In addition, in the case of a merger or consolidation, the acquiring bank must have been in existence for at least 24 months prior to the merger. However, effective July 1, 1996, Georgia permits the subsidiary bank(s) of any bank
holding company then engaged in the banking business in the state of Georgia to establish, de novo, upon receipt of required regulatory approval, an aggregate of up to three additional branch banks in any county within the state of Georgia. Effective July
1, 1998, this same Georgia law permits, with required regulatory approval, the establishment of de novo branches in an unlimited number of counties within the state of Georgia by the subsidiary bank(s) of bank holding companies then engaged in the banking
business in the state of Georgia. This law may result in increased competition in the Banks' market area.

Capital Requirements

The FDIC adopted risk-based capital guidelines that went into effect on December 31, 1990 for all FDIC insured state chartered banks that are not members of the Federal Reserve System. Beginning December 31, 1992, all banks were
required to maintain a minimum ratio of total capital to risk weighted assets of eight (8) percent of which at least four (4) percent must consist of Tier 1 capital. Tier 1 capital of state chartered banks (as defined by the regulation) generally consists
of: (i) common stockholders' equity; (ii) qualifying noncumulative perpetual preferred stock and related surplus; and (iii) minority interests in the equity accounts of consolidated subsidiaries. In addition, the FDIC adopted a minimum ratio of Tier 1
capital to total assets of banks, referred to as the leverage capital ratio of three (3) percent if the FDIC determines that the institution is not anticipating or experiencing significant growth and has well-diversified risk, including no undue interest
rate exposure, excellent asset quality, high liquidity, good earnings and, in general, is considered a strong banking organization, rated Composite "1" under the Uniform Financial Institutions Rating System (the CAMEL rating system) established by the
Federal Financial Institutions Examination Council. All other financial institutions are required to maintain a leverage ratio of four (4) percent.

Effective October 1, 1998, the FDIC amended its risk-based and leverage capital rules as follows: (1) all servicing assets and purchase credit card relationships ("PCCRs") that are included in capital are each subject to a ninety (90)
percent of fair value limitation (also known as a "ten (10) percent haircut"); (2) the aggregate amount of all servicing assets and PCCRs included in capital cannot excess 100 percent of Tier I capital; (3) the aggregate amount of nonmortgage servicing
assets ("NMSAs") and PCCRS included in capital cannot exceed 25 percent of Tier 1 capital; and (4) all other intangible assets (other than qualifying PCCRS) must be deducted from Tier 1 capital.

Amounts of servicing assets and PCCRs in excess of the amounts allowable must be deducted in determining Tier 1 capital. Interest-only strips receivable, whether or not in security form, are not subject to any regulatory capital
limitation under the amended rule.

Part I (Continued)

Item 1 (Continued)

FDIC Insurance Assessments

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), enacted in December, 1991, provided for a number of reforms relating to the safety and soundness of the deposit insurance system, supervision of domestic
and foreign depository institutions and improvement of accounting standards. One aspect of the Act is the requirement that banks will have to meet certain safety and soundness standards. In order to comply with the Act, the Federal Reserve and the FDIC
implemented regulations defining operational and managerial standards relating to internal controls, loan documentation, credit underwriting, interest rate exposure, asset growth, director and officer compensation, fees and benefits, asset quality,
earnings and stock valuation.

The regulations provide for a risk-based premium system which requires higher assessment rates for banks which the FDIC determines pose greater risks to the Bank Insurance Fund ("BIF"). Under the regulations, banks pay an assessment
depending upon risk classification.

To arrive at risk-based assessments, the FDIC places each bank in one of nine risk categories using a two-step process based on capital ratios and on other relevant information. Each bank is assigned to one of three groups: (i) well
capitalized, (ii) adequately capitalized, or (iii) under capitalized, based on its capital ratios. The FDIC also assigned each bank to one of three subgroups based upon an evaluation of the risk posed by the bank. The three subgroups include (i) banks
that are financially sound with only a few minor weaknesses, (ii) banks with weaknesses which, if not corrected, could result in significant deterioration of the bank and increased risk to the BIF, and (iii) those banks that pose a substantial probability
of loss to the BIF unless corrective action is taken. FDICIA imposes progressively more restrictive constraints on operations management and capital distributions depending on the category in which an institution is classified. As of December 31, 1998,
the Bank met the definition of a "well capitalized" institution and will be assessed accordingly for 1998.

Under FDICIA, insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, rule, order or condition imposed by the FDIC.

Part I (Continued)

Item 1 (Continued)

Community Reinvestment Act

The Company and the Banks are subject to the provisions of the Community Reinvestment Act of 1977, as amended (the "CRA") and the federal banking agencies' regulations issued thereunder. Under the CRA, all banks and thrifts have a
continuing and affirmative obligation, consistent with its safe and sound operation to help meet the credit needs for their entire communities, including low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or
programs for financial institutions, nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA.

The CRA requires a depository institution's primary federal regulator, in connection with its examination of the institution, to assess the institution's record of assessing and meeting the credit needs of the community served by that
institution, including low- and moderate-income neighborhoods. The regulatory agency's assessment of the institution's record is made available to the public. In the case of a bank holding company applying for approval to acquire a bank or other bank
holding company, the Federal Reserve will assess the records of each subsidiary depository institution of the applicant bank holding company, and such records may be the basis for denying the application.

The evaluation system used to judge an institution's CRA performance consists of three tests: (1) a lending test; (2) an investment test; and (3) a service test. Each of these tests will be applied by the institution's primary federal
regulator taking into account such factors as: (i) demographic data about the community; (ii) the institution's capacity and constraints; (iii) the institution's product offerings and business strategy; and (iv) data on the prior performance of the
institution and similarly-situated lenders.

In addition, a financial institution will have the option of having its CRA performance evaluated based on a strategic plan of up to five years in length that it had developed in cooperation with local community groups. In order to be
rated under a strategic plan, the institution will be required to obtain the prior approval of its federal regulator.

The interagency CRA regulations provide that an institution evaluated under a given test will receive one of five ratings for the test: (1) outstanding; (2) high satisfactory; (3) low satisfactory; (4) needs to improve; and (5)
substantial noncompliance. An institution will receive a certain number of points for its rating on each test, and the points are combined to produce an overall composite rating. Evidence of discriminatory or other illegal credit practices would adversely
affect an institution's overall rating. Each of SNB's subsidiary banks received a "high satisfactory" CRA rating as a result of their last CRA examination.

Proposed Legislation

Legislation is regularly considered and adopted by both the United States Congress and the Georgia General Assembly. Such legislation could result in regulatory changes and changes in competitive relationships for banks and bank
holding companies. The effect of such legislation on the business of the Company and the Banks cannot be predicted.

Part I (Continued)

Item 1 (Continued)

Monetary Policy

The results of operations of the Company and the Banks are affected by credit policies of monetary authorities, particularly the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve include open
market operations in U.S. Government securities, changes in the discount rate on member bank borrowings, changes in reserve requirements against member bank deposits and limitations on interest rates which member banks may pay on time and savings
deposits. In view of the changing conditions in the foreign and national economy, as well as the effect of policies and actions taken by monetary and fiscal authorities, including the Federal Reserve, no prediction can be made as to possible future
changes in interest rates, deposit levels, loan demand or the business and earnings of the Company.

Item 2

PROPERTIES

SNB's subsidiaries, SB-Bibb and SB-Houston, owned ten full-service banking locations as of December 31, 2000. Leased properties include one stand alone ATM machine and night depository and SB-Bibb's operations center, which houses its
in-house data processing facility and operational support functions. Fairfield Financial Services, Inc., a subsidiary of SB-Bibb, leases ten mortgage offices throughout the state of Georgia. The net book value of all facilities including furniture,
fixtures and equipment totaled $8,932,000 as of December 31, 2000. Management considers that its properties are well maintained.

Item 3

LEGAL PROCEEDINGS

The Company and its subsidiaries may become parties to various legal proceedings arising from the normal course of business. As of December 31, 2000, there are no material pending legal proceedings to which SNB or its subsidiaries are
a party or of which any of its property is the subject.

Item 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

Part II

Item 5

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

SNB common stock is quoted on the NASDAQ Stock Market under the symbol "SNBJ." Prior to December 1, 1997, SNB common stock was not traded on any public market or exchange, although certain brokerage firms made a market for its
common stock. The following table sets forth the high, low and close sale prices per share of the common stock as reported on the NASDAQ Stock Market, and the dividends declared per share for the periods indicated.

Part II (Continued)

Item 5 (Continued)

|Year Ended December 31, 2000 |  | High   |  | Low    |  | Close  |  | Dividend Per Share
|---------------------------- |  | ------ |  | ------ |  | ------ |  | ------------------
|                             |  |        |  |        |  |        |  |                   
|Fourth Quarter               |  | $14.00 |  | $12.36 |  | $13.00 |  | $0.070            
|Third Quarter                |  | 15.25  |  | 12.00  |  | 12.88  |  | 0.070             
|Second Quarter               |  | 16.25  |  | 12.00  |  | 15.00  |  | 0.070             
|First Quarter                |  | 16.50  |  | 13.13  |  | 15.50  |  | 0.065             



|Year Ended December 31, 1999 |  |        |  |        |  |        |  |       
|---------------------------- |  | ------ |  | ------ |  | ------ |  | ------
|                             |  |        |  |        |  |        |  |       
|Fourth Quarter               |  | $18.50 |  | $14.00 |  | $14.13 |  | $0.065
|Third Quarter                |  | 20.00  |  | 16.00  |  | 16.00  |  | 0.065 
|Second Quarter               |  | 20.25  |  | 15.31  |  | 20.00  |  | 0.065 
|First Quarter                |  | 20.50  |  | 14.75  |  | 18.50  |  | 0.060 

As of March 14, 2001 the Company had approximately 1,172 shareholders of record.

For a discussion on dividend restrictions, refer to Item 1, Business-Regulation of the Banks.



Item 6

SELECTED FINANCIAL DATA

Refer to page 16 of the Management's Discussion and Analysis for the table of selected financial data for each of the past five years.

Item 7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

SUMMARY

The following discussion reviews the results of operations and assesses the financial condition of SNB Bancshares, Inc. ("SNB", or the "Company") in Macon, Georgia for each of the five most recent years ended December 31, 2000.
This discussion should be read in conjunction with the Company's consolidated financial statements and accompanying notes.

Part II (Continued)

Item 7 (Continued)

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

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

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

On July 31, 2000, SB-Bibb purchased the assets of Group Financial Southeast (dba Fairfield Financial) in a business combination accounted for as a purchase. The assets were placed in a newly formed subsidiary of SB-Bibb incorporated as
Fairfield Financial Services, Inc. ("Fairfield"). The purchase transaction involved a combination of SNB stock and cash consideration. Fairfield is a well-established real estate mortgage lending company with ten Georgia locations, including offices in
Macon (3), Columbus, Warner Robins, Savannah, Richmond Hill, Rincon, Fayetteville and St. Simons Island. The Company functions as a subsidiary of SB-Bibb.

Substantially all of the business of SNB is conducted through its two subsidiary banks. Both banks offer a full range of lending services including the specialized Fairfield mortgage subsidiary, deposit products, internet banking,
automated teller machines, safe deposit boxes, credit cards, night depositories, and other services for the convenience of its customers, who mainly reside in Bibb and Houston Counties. As of December 31, 2000, SNB had 207 employees on a full-time
equivalent basis.

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

Part II (Continued)

Item 7 (Continued)



|TABLE 1                                      |         |           |           |                          |           |           |         
|-------------------------------------------- | ------- | --------- | --------- | ------------------------ | --------- | --------- | --------
|SELECTED FIVE YEAR FINANCIAL DATA            |         |           |           |                         
|(Dollars in thousands, except per share data |         |           |           |                         
|and number of shares)                        |         |           |           |                          |           |          
|                                             |         |           |           | Years Ended December 31, |          
|INCOME                                       |         |           | 2000      | 1999                     | 1998      | 1997      | 1996    
|STATEMENT:                                   |         |           |           |                          |           |          
|Interest Income                              |         | $27,040   | $20,402   | $18,630                  | $16,969   | $14,787  
|Interest Expense                             |         | 13,111    | 8,427     | 7,895                    | 7,345     | 6,613    
|Net Interest Income                          |         | 13,929    | 11,975    | 10,735                   | 9,624     | 8,174    
|Provision for Loan Losses                    |         | 1,292     | 736       | 636                      | 505       | 320      
|Other Income                                 |         |           | 5,354     | 3,072                    | 2,558     | 1,830     | 1,418   
|Other Expense                                |         | 12,655    | 9,537     | 8,947                    | 7,119     | 5,788    
|Income Before Tax                            |         | 5,336     | 4,774     | 3,710                    | 3,830     | 3,484    
|Income Taxes                                 |         |           | 1,857     | 1,529                    | 1,383     | 1,223     | 1,091   
|Net Income                                   |         |           | $3,479    | $3,245                   | $2,327    | $2,607    | $2,393  
|                                             |         |           |           |                          |           |           |         
|PER SHARE (a):                               |         |           |           |                          |           |          
|Earnings Per Common Share:                   |         |           |           |                          |          
|Basic                                        |         |           | $1.04     | $0.97                    | $0.73     | $0.88     | $0.94   
|Diluted                                      |         |           | 1.03      | 0.96                     | 0.69      | 0.80      | 0.83    
|Cash Dividends Paid                          |         | 0.28      | 0.26      | 0.22                     | 0.16      | 0.15     
|Weighted Average Shares                      |         | 3,354,145 | 3,340,624 | 3,185,014                | 2,950,611 | 2,551,037
|                                             |         |           |           |                          |           |           |         
|RATIOS:                                      |         |           |           |                          |           |           |         
|Return on Average Assets                     |         | 1.09%     | 1.27%     | 1.04%                    | 1.30%     | 1.40%    
|Return on Average Equity                     |         | 12.01%    | 12.08%    | 9.41%                    | 12.17%    | 15.11%   
|Dividend Payout Ratio                        |         | 26.53%    | 26.25%    | 30.26%                   | 17.95%    | 15.58%   
|Average Equity to Average Assets             | 9.06%   | 10.52%    | 11.08%    | 10.65%                   | 9.29%    
|Net Interest Margin                          |         | 4.79%     | 5.21%     | 5.34%                    | 5.42%     | 5.33%    
|                                             |         |           |           |                          |           |           |         
|BALANCE SHEET:                               |         |           |           |                          |           |          
|(at end of period)                           |         |           |           |                          |           |          
|Assets                                       |         |           | $410,230  | $283,483                 | $253,006  | $216,393  | $204,061
|Investment Securities                        |         | 51,498    | 45,087    | 39,301                   | 41,233    | 46,768   
|Loans, Net of Unearned Income                | 318,479 | 207,430   | 179,162   | 145,485                  | 124,004  
|Reserve for Loan Losses                      |         | 3,003     | 2,327     | 2,070                    | 1,861     | 1,759    
|Deposits                                     |         |           | 311,577   | 237,418                  | 217,778   | 188,807   | 176,899 
|Stockholders' Equity                         |         | 31,071    | 27,472    | 25,736                   | 22,750    | 20,063   
|Shares Outstanding                           |         | 3,372,969 | 3,340,624 | 3,340,624                | 2,970,274 | 2,501,595



Part II (Continued)

Item 7 (Continued)

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

Consolidated total assets of $410.2 million at December 31, 2000 were up by $126.7 million, or 44.7 percent, over total assets at December 31, 1999. Total assets of $283.5 million at December 31, 1999 were up by $30.5 million, or
12.0 percent, over total consolidated assets at December 31, 1998. On average the balance sheet grew by 25.2 percent during 2000 and 14.2 percent during 1999. These growth rates are generally higher than the economic growth statistics for the Company's
middle Georgia market area. Assets of the newly acquired mortgage lending unit stood at $48.3 million at December 31, 2000. In addition to the growth spurred by the Fairfield transaction in 2000, SNB's above average growth trends are attributed to recent
industry consolidations and restructuring efforts of the larger super regional banks in the area, SNB's broader coverage of the geographic area through its expanded branch network and the synergies among the bank subsidiaries and the mortgage unit.

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

|TABLE 2                          |        |                         |        |          |        |          |        |     
|-------------------------------- | ------ | ----------------------- | ------ | -------- | ------ | -------- | ------ | ----
|AVERAGE BALANCE SHEETS           |        |                         |        |          |        |         
|(Amounts in 1000s)               |        | Years Ended December 31
|                                 |        |                         | 2000   | %        | 1999   | %        | 1998   | %   
|ASSETS                           |        |                         |        |          |        |          |        |     
|Cash and Due From Banks          |        | $ 12,756                | 4.0%   | $ 12,192 | 4.8%   | $ 9,482  | 4.2%  
|Time Deposits-Other Banks        |        | 967                     | 0.3%   | 20       | 0.0%   | 36       | 0.0%  
|Federal Funds Sold               |        | 6,031                   | 1.9%   | 4,204    | 1.6%   | 8,113    | 3.6%  
|Taxable Investment Securities    | 33,930 | 10.6%                   | 30,029 | 11.8%    | 28,299 | 12.7%   
|Nontaxable Investment
Securities |        | 9,116                   | 2.9%   | 7,640    | 3.0%   | 8,479    | 3.8%  
|Market Adjustment-Securities     | (619)  | (0.2%)                  | (162)  | (0.1%)   | 213    | 0.1%    
|Loans, Net of Interest           |        | 244,177                 | 76.4%  | 189,306  | 74.1%  | 158,427  | 70.8% 
|Loans Held for Sale              |        | 2,365                   | 0.7%   | 2,462    | 1.0%   | 2,115    | 0.9%  
|Allowance for Loan Losses        |        | (2,569)                 | (0.8%) | (2,233)  | (0.9%) | (1,981)  | (0.9%)
|Bank Premises & Equipment        |        | 8,641                   | 2.7%   | 7,993    | 3.1%   | 6,670    | 3.0%  
|Other Real Estate                |        | 270                     | 0.1%   | 426      | 0.2%   | 598      | 0.3%  
|Other Assets                     |        |                         | 4,727  | 1.5%     | 3,534  | 1.4%     | 3,206  | 1.4%
|TOTAL ASSETS                     |        | $319,792                | 100.0% | $255,411 | 100.0% | $223,657 | 100.0%

Part II (Continued)

Item 7 (Continued)

|TABLE 2 (Continued)                |          |         
|---------------------------------- | -------- | --------
|AVERAGE BALANCE SHEETS (CONTINUED)
|(Amounts in 1000s)                 |          |         
|                                   |          |         
|LIABILITIES & STOCKHOLDERS' EQUITY |          |         
|Deposits:                          |          |         
|Noninterest Bearing                |          | $ 45,518
|Interest-Bearing                   |          | 211,216 
|Federal Funds Purchased and        |          |         
|Repurchase Agreements Sold         | 7,278    | 2.3%    
|Demand Notes-US Treasury           |          | 849     
|Other Borrowed Money-FHLB          | 25,158   | 7.9%    
|Obligations under Capital Leases   | 105      | 0.0%    
|Other Liabilities                  |          | 698     
|Total Liabilities                  |          | 290,822 
|Common Stock                       |          | 3,345   
|Surplus                            |          |         
|Undivided Profits                  |          | 12,900  
|Total Stockholders' Equity         |          | 28,970  
|TOTAL LIABILITIES &                |          |         
|STOCKHOLDERS' EQUITY               | $319,792 | 100.0%  

Loans

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

Loans and loans held for sale, net of unearned income, of $318.5 million and $207.4 million at December 31, 2000 and 1999 totaled 77.6 percent and 73.2 percent of total assets, and 102.2 percent and 87.4 percent of deposits. Loans
amounted to 84.8 percent of all funding sources at December 31, 2000 and 81.9 percent at December 31, 1999. The average yields generated by interest and fees from the entire loan portfolio amounted to 9.75 percent during 2000, compared to 9.38 percent
during 1999, and 10.02 percent during 1998. SNB's reserve for loan losses as a percentage of outstanding loans amounted to 0.94 percent at December 31, 2000, compared to 1.12 percent and 1.16 percent at December 31, 1999 and 1998.

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

Part II (Continued)

Item 7 (Continued)

|TABLE 3                                |          |              |          |          |          |          |     
|-------------------------------------- | -------- | ------------ | -------- | -------- | -------- | -------- | ----
|LOANS BY TYPE                          |          |              |          |          |          |         
|(In Thousands)                         |          | December 31,
|                                       |          |              | 2000     | 1999     | 1998     | 1997     | 1996
|Commercial, Financial and Agricultural | $ 44,805 | $ 44,194     | $ 37,906 | $ 34,798 | $ 24,446
|Real Estate-Construction               |          | 62,328       | 16,199   | 17,606   | 6,943    | 9,714   
|Real Estate-Mortgage:                  |          |              |          |          |          |         
|Mortgage Loans Held for Sale           | 13,215   | 1,761        | 3,121    | 1,181    | 0       
|Other Mortgage                         |          | 176,472      | 127,819  | 103,159  | 88,027   | 77,047  
|Loans to Individuals                   |          | 21,831       | 17,577   | 17,502   | 14,683   | 12,797  
|Total Loans                            |          | 318,651      | 207,550  | 179,294  | 145,632  | 124,004 
|Unearned Income                        |          | (172)        | (120)    | (132)    | (147)    | (175)   
|Total Net Loans                        |          | $318,479     | $207,430 | $179,162 | $145,485 | $123,829
|                                       |          |              |          |          |          |          |     
|Percentage of Total Portfolio          |          |              |          |          |          |         
|Commercial, Financial and Agricultural | 14.1%    | 21.3%        | 21.2%    | 23.9%    | 19.7%   
|Real Estate-Construction               |          | 19.6%        | 7.8%     | 9.8%     | 4.8%     | 7.8%    
|Real Estate-Mortgage:                  |          |              |          |          |          |         
|Mortgage Loans Held for Sale           | 4.2%     | 0.9%         | 1.7%     | 0.8%     | 0.0%    
|Other Mortgage                         |          | 55.4%        | 61.6%    | 57.6%    | 60.5%    | 62.2%   
|Loans to Individuals                   |          | 6.9%         | 8.5%     | 9.8%     | 10.1%    | 10.3%   
|Total Loans                            |          | 100.1%       | 100.1%   | 100.1%   | 100.1%   | 100.1%  
|Unearned Income                        |          | (0.1%)       | (0.1%)   | (0.1%)   | (0.1%)   | (0.1%)  
|Total Net Loans                        |          | 100.0%       | 100.0%   | 100.0%   | 100.0%   | 100.0%  



Part II (Continued)

Item 7 (Continued)

The following table provides information on the maturity distribution of selected categories of the loan portfolio and certain interest sensitivity data as of December 31, 2000.

|TABLE 4                                             |         |         |        |                   |                                  |                 |         
|--------------------------------------------------- | ------- | ------- | ------ | ----------------- | -------------------------------- | --------------- | --------
|LOAN MATURITY DISTRIBUTION AND INTEREST SENSITIVITY |         |        
|(In Thousands)                                      |         |         |        |                   |                                  |                
|                                                    |         |         |        | December 31, 2000
|                                                    |         |         |        | One Year or Less  | Over One Year Through Five Years | Over Five Years | Total   
|Selected Loan Categories                            |         |         |        |                   |                                  |                
|Commercial, Financial and Agricultural              | $21,404 | $18,546 | $4,854 | $  44,804        
|Real Estate-Construction                            |         |         | 59,212 | 3,116             | 0                                | 62,328         
|Total                                               |         |         |        | $80,616           | $21,662                          | $4,854          | $107,132
|                                                    |         |         |        |                   |                                  |                 |         
|Loans Shown Above Due After One Year                |         |         |        |                  
|Having Predetermined Interest Rates                 |         |         |        |                   | $15,910                         
|Having Floating Interest Rates                      |         |         |        |                   | 10,606                          
|Total                                               |         |         |        |                   |                                  |                 | $26,516 



Investment Securities

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

As of December 31, 2000, the securities portfolio totaled 1.5 million, or 12.6 percent of total assets, compared to $45.1 million, or 15.9 percent of assets at December 31, 1999. Over recent years, the shrinkage in the size of the
securities portfolio relative to total assets indicates that a higher proportion of earning assets have been deployed into the loan portfolio rather than in investment securities to produce greater yields.

The average tax equivalent yield on the portfolio, excluding the impact of SFAS No. 115 market value adjustments for unrealized gains and losses on available for sale securities, was 6.66 percent for the year 2000 versus 6.36 percent
in 1999 and 6.31 percent in 1998. During the year 2000, the investment securities portfolio, excluding unrealized gains and losses, represented 14.3 percent of average earning assets and 13.3 percent of average total assets. During 1999, the portfolio
averaged 16.1 percent of earning assets and 14.7 percent of total assets. This decrease is attributable to increased mortgage and commercial loan activity from the Fairfield merger and general growth in overall earning assets at the two subsidiary banks.

Part II (Continued)

Item 7 (Continued)

At December 31, 2000, the major portfolio components, based on amortized or accreted cost, included 2.0 percent in U. S. Treasury securities, 76.1 percent in U. S. agency obligations, 15.6 percent in state, county and municipal bonds
and 6.3 percent in stocks of the Federal Home Loan Bank and a bankers' bank. On December 31, 2000, the market value of the total bond portfolio as a percentage of the book value was 100.7 percent, up from 98.5 percent a year earlier. As of December 31,
2000, the entire investment securities portfolio had gross unrealized gains of $475,995 and gross unrealized losses of ($137,365), for a net unrealized gain of $338,630. As of December 31, 1999, the portfolio had a net unrealized loss of ($674,289). In
accordance with SFAS No. 115, stockholders' equity included net unrealized gains of $195,498 for December 31, 2000 and net unrealized losses of ($458,627) for December 31, 1999 recorded on the available for sale portfolio, net of deferred tax effects.

The following table summarizes the available for sale and held to maturity investment securities portfolios as of December 31, 2000, 1999 and 1998. Available for sale securities are shown at fair value, while held to maturity
securities are shown at amortized or accreted cost.

TABLE 5

|INVESTMENT SECURITIES         |  |              |            |          
|----------------------------- |  | ------------ | ---------- | ---------
|(In Thousands)                |  | December 31,
|                              |  | 2000         | 1999       | 1998     
|Securities Available for Sale |  |              |            |          
|U. S. Treasury                |  | $  1,036     | $     998  | $   4,087
|U. S. Government Agencies     |  |              |            |          
|Mortgage-Backed               |  | 11,527       | 10,945     | 6,725    
|Other                         |  | 27,663       | 22,973     | 19,495   
|State, County & Municipal     |  | 6,055        | 5,662      | 4,010    
|Other Investments             |  | 3,234        | 1,598      | 831      
|                              |  | $49,515      | $42,176    | $35,148  
|Securities Held to Maturity   |  |              |            |          
|U. S. Treasury                |  | $        0   | $        0 | $     0  
|U. S. Government Agencies     |  |              |            |          
|Mortgage-Backed               |  | 0            | 0          | 0        
|Other                         |  | 0            | 0          | 0        
|State, County & Municipal     |  | 1,983        | 2,911      | 4,153    
|Other Investments             |  | 0            | 0          | 0        
|                              |  | $ 1,983      | $ 2,911    | $ 4,153  
|Total Investment Securities   |  |              |            |          
|U. S. Treasury                |  | $1,036       | $998       | $4,087   
|U. S. Government Agencies     |  |              |            |          
|Mortgage-Backed               |  | 11,527       | 10,945     | 6,725    
|Other                         |  | 27,663       | 22,973     | 19,495   
|State, County & Municipal     |  | 8,038        | 8,573      | 8,163    
|Other Investments             |  | 3,234        | 1,598      | 831      
|                              |  | $51,498      | $45,087    | $39,301  



Part II (Continued)

Item 7 (Continued)

The following tables illustrate the contractual maturities and weighted average yields of investment securities held at December 31, 2000. Expected maturities will differ from contractual maturities because certain issuers have the
right to call or prepay obligations with or without call or prepayment penalties. No prepayment assumptions have been estimated in the table. The weighted average yields are calculated on the basis of the amortized cost and effective yields of each
security weighted for the scheduled maturity of each security. The yield on state, county and municipal securities is computed on a taxable equivalent basis using a statutory federal income tax rate of 34 percent.

TABLE 6

|MATURITIES OF INVESTMENT SECURITIES AND AVERAGE YIELDS |                       |                   
|------------------------------------------------------ | --------------------- | ------------------
|(In Thousands)                                         |                       |                   
|                                                       | Investment Securities
|                                                       | Held to Maturity      | Available for Sale
|December 31, 2000                                      | Amortized Cost        | Average Yield     
|U.S. Treasury                                          |                       |                   
|Within 1 Year                                          | $0                    | 0.00%             
|1 to 5 Years                                           | 0                     | 0.00%             
|5 to 10 Years                                          | 0                     | 0.00%             
|More Than 10 Years                                     | 0                     | 0.00%             
|                                                       | $0                    | 0.00%             
|Mortgage-Backed                                        |                       |                   
|Government Agencies                                    |                       |                   
|Within 1 Year                                          | $0                    | 0.00%             
|1 to 5 Years                                           | 0                     | 0.00%             
|5 to 10 Years                                          | 0                     | 0.00%             
|More Than 10 Years                                     | 0                     | 0.00%             
|                                                       | $0                    | 0.00%             
|Other U.S. Government Agencies                         |                       |                   
|Within 1 Year                                          | $0                    | 0.00%             
|1 to 5 Years                                           | 0                     | 0.00%             
|5 to 10 Years                                          | 0                     | 0.00%             
|More Than 10 Years                                     | 0                     | 0.00%             
|                                                       | $0                    | 0.00%             
|State, County and Municipal                            |                       |                   
|Within 1 Year                                          | $205                  | 6.29%             
|1 to 5 Years                                           | 1,438                 | 6.98%             
|5 to 10 Years                                          | 340                   | 7.30%             
|More Than 10 Years                                     | 0                     | 0.00%             
|                                                       | $1,983                | 6.96%             
|Other Investments                                      |                       |                   
|Within 1 Year                                          | $0                    | 0.00%             
|1 to 5 Years                                           | 0                     | 0.00%             
|5 to 10 Years                                          | 0                     | 0.00%             
|More Than 10 Years                                     | 0                     | 0.00%             
|                                                       | $0                    | 0.00%             
|Total Securities                                       |                       |                   
|Within 1 Year                                          | $205                  | 6.29%             
|1 to 5 Years                                           | 1,438                 | 6.98%             
|5 to 10 Years                                          | 340                   | 7.30%             
|More Than 10 Years                                     | 0                     | 0.00%             
|                                                       | $1,983                | 6.96%             



Part II (Continued)

Item 7 (Continued)

As of December 31, 2000 and 1999, SNB had no holdings of securities of a single issuer in which the aggregate book value and aggregate market value of the securities exceeded ten percent of stockholders' equity, with the exception of
U. S. Treasury and U. S. Government Agencies securities.

Other Assets

SNB holds additional earning assets in overnight Federal Funds Sold. These balances totaled $4.4 million and $6.1 million as of December 31, 2000 and 1999, respectively. Balances in nonearning assets are comprised of cash and
correspondent bank balances, premises and equipment, foreclosed real estate, income receivable on loans and investments and other miscellaneous assets. Management works to minimize nonearning asset balances in order to maximize profit potential.
Nonearning assets represented 9.5 percent of the balance sheet as of December 31, 2000, and 9.6 percent as of December 31, 1999.

Deposits

Deposits are SNB's primary liability and funding source. Total deposits as of December 31, 2000 were $311.6 million, up 31.2 percent from $237.4 million at December 31, 1999. Average deposits in 2000 were $256.7 million, up 18.2
percent from $217.2 million during 1999. The average cost of deposits, with noninterest checking accounts factored in, was 4.26 percent during 2000, up from 3.69 percent during 1999 and 3.96 percent in 1998. The increases are attributed to increases in
rates paid on money market accounts and certificates of deposit to keep up with market competition and to attract additional funding for use in the new mortgage unit.

During 2000, 17.8 percent of average deposits were held in noninterest-bearing checking accounts, 23.7 percent were in lower yielding interest-bearing transaction and savings accounts, and 58.5 percent were in time certificates with
higher yields. Comparable average deposit mix percentages during 1999 were 18.1 percent, 26.7 percent and 55.2 percent, respectively. The Banks' total interest expense on deposits and borrowed funds as a percentage of average earning assets was 4.43
percent during 2000, up from 3.61 percent during 1999 and 3.84 percent during 1998.

The following tables reflect average balances of deposit categories for the years 2000, 1999 and 1998.

TABLE 7

|AVERAGE DEPOSITS                  |           |       |                         |        |          |       
|--------------------------------- | --------- | ----- | ----------------------- | ------ | -------- | ------
|(In Thousands)                    |           |       | Years Ended December 31 |       
|                                  |           |       | 2000                    | %      | 1999     | %     
|Noninterest-Bearing               |           |       |                         |        |          |       
|Demand Deposits                   | $  45,518 | 17.7% | $ 39,414                | 18.1%  | $ 34,669 | 18.1% 
|Interest Bearing Demand Deposits  | 21,148    | 8.2%  | 19,456                  | 9.0%   | 18,130   | 9.5%  
|Money Market Accounts             | 33,332    | 13.0% | 32,151                  | 14.8%  | 30,981   | 16.2% 
|Savings Deposits                  |           | 6,444 | 2.5%                    | 6,465  | 3.0%     | 6,058 
|Time Deposits of $100,000 or More | 32,177    | 12.5% | 26,525                  | 12.2%  | 24,547   | 12.8% 
|Other Time Deposits               | 118,115   | 46.1% | 93,182                  | 42.9%  | 76,776   | 40.2% 
|                                  |           |       | $256,734                | 100.0% | $217,193 | 100.0%



Part II (Continued)

Item 7 (Continued)

The following table summarizes the maturities of time deposits of $100,000 or more as of December 31, 2000, 1999 and 1998. The majority of SNB's large denomination time deposits are from customers within the local market area,
therefore providing a greater degree of stability than is typically associated with this source of funds. SNB holds no foreign deposits and has only minor balances of brokered deposits.

|TABLE 8                                                    |                                 |        |         |             |        
|---------------------------------------------------------- | ------------------------------- | ------ | ------- | ----------- | -------
|MATURITY DISTRIBUTION OF TIME DEPOSITS OF $100,000 OR MORE
|(In Thousands)                                             |                                 |        |         |            
|                                                           |                                 |        |         | December 31
|As of the End of Period:                                   |                                 | 2000   | 1999    | 1998       
|                                                           | 3 Months or Less                |        | $ 8,726 | $10,531     | $ 9,662
|                                                           | Over 3 Months through 6 Months  | 6,532  | 9,198   | 3,934      
|                                                           | Over 6 Months through 12 Months | 20,791 | 5,146   | 7,869      
|                                                           | Over 12 Months                  |        | 990     | 7,025       | 5,590  
|                                                           |                                 |        |         | $37,039     | $31,900

Borrowed Money

Other interest-bearing sources of funds at December 31, 2000 totaled $64.0 million. The major component was $54.4 million in various advance agreements from the Federal Home Loan Bank of Atlanta ("FHLB") under the fixed and
principal reducing credit programs. Interest rates on the FHLB notes range from 6.12 percent to 7.10 percent. Approximately $46.4 million, or 85.3 percent of the FHLB notes, matures in 2001, $5.0 million, or 9.2 percent, matures in 2002, and $3.0 million,
or 5.5 percent, matures in 2003. Under a Blanket Agreement and Security Agreement with the FHLB, residential first mortgage loans and investment securities are pledged as collateral for the FHLB advances outstanding. Outstanding advances from the FHLB
averaged $25.2 million during the year 2000, with an average interest cost of 6.60 percent. For the year 1999, FHLB advances averaged $3.3 million with an average interest cost of 5.00 percent. FHLB borrowings have been used more extensively during 2000
to supplement traditional deposit sources and provide an additional funding source for higher activity levels in mortgage lending.

Demand notes to the U. S. Treasury of $0.9 million at December 31, 2000 represented accumulated federal tax deposit payments through the Treasury Department's note option program. These Treasury deposit balances averaged $0.8 million
during 2000, with an average interest cost of 4.84 percent. Federal funds purchased and securities sold under agreements to repurchase totaled $8.6 million at December 31, 2000, and a capital lease obligation totaled $0.1 million. Reliance on other
borrowed money as a funding source increased on average from $8.7 million during 1999 to $33.4 million during 2000 due to an increase in the use of FHLB notes to match against the Company's growing mortgage volumes. The cost of all nondeposit borrowed
money components averaged 6.48 percent in 2000, up from 4.77 percent in 1999.

Other interest-bearing sources of funds at December 31, 1999 totaled $15.8 million, up from $6.4 million at December 31, 1998. Of the 1999 year-end balance, $6.1 million consisted of FHLB notes, $0.4 million was in treasury, tax and
loan note balances, $9.2 million was in federal funds purchased and securities sold under agreements to repurchase, and $0.1 million was in capital lease obligations.

Part II (Continued)

Item 7 (Continued)

Other Liabilities

Other liabilities of $3.5 million at December 31, 2000 and $2.8 million at December 31, 1999 consist of interest payable on deposits and borrowed funds, federal income taxes payable and other accrued but unpaid expenses.

LIQUIDITY

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

The investment portfolio provides a ready means to raise cash without loss if liquidity needs arise. As of December 31, 2000, SNB held $49.2 million in bonds, at amortized or accreted cost, in the Available for Sale portfolio, and $9.1
million of these bonds mature, or are callable, within a one-year period. At December 31, 1999, the Available for Sale portfolio totaled $42.9 million, with $8.0 million maturing or callable within one year. Only marketable investment grade bonds are
purchased. The Banks from time to time invest in short-term CDs at other banks, and generally maintain a net sold position in overnight federal funds.

Management continually monitors the relationship of loans to deposits as it relates to SNB's liquidity posture. SNB had ratios of loans to deposits of 102.2 percent as of December 31, 2000 and 87.4 percent at December 31, 1999. The
purchase of the Fairfield mortgage company has increased management's emphasis on maintaining adequate resources for liquidity. Management employs alternative funding sources when deposit balances will not meet loan demands. The ratio of loans to all
funding sources at December 31, 2000 and 1999 was 84.8 percent and 81.9 percent, respectively. Management continues to emphasize programs to generate local core deposits as the Company's primary funding source. The stability of the Banks' core deposit
base is an important factor in the SNB's liquidity position. A heavy percentage of the deposit base is comprised of accounts of individuals and small businesses with comprehensive banking relationships and limited volatility.

Part II (Continued)

Item 7 (Continued)

At December 31, 2000 and 1999, the Banks had $37.0 million and $31.9 million in certificates of deposit of $100,000 or more. Although these deposits represented 11.9 percent and 13.4 percent of respective total deposits, the majority
of these large CDs are stable deposits of local individuals and small businesses. Management works to avoid reliance on volatile deposits that might lead to liquidity pressures. The parent company has an unsecured line of credit and the Banks have
established borrowing lines for federal funds through correspondent banks. Borrowing capacity also exists through the membership of the Banks in the Federal Home Loan Bank program, and both Banks have established access to national CD markets for deposit
gathering through a bulletin board service if needed. Management believes that the various funding sources discussed above are adequate to meet the Company's liquidity needs in the future without any material adverse impact on operating results.

CAPITAL RESOURCES AND DIVIDENDS

SNB has always placed emphasis on maintaining a strong capital base and continues to exceed all minimum regulatory capital requirements. SNB's equity capital of $31.1 million at December 31, 2000 totals 7.6 percent of total assets,
compared to 9.7 percent at December 31, 1999, and 10.2 percent at December 31, 1998. On average, the equity capital was 9.1 percent of assets during 2000, compared to 10.5 percent for 1999 and 11.1 percent for 1998. The downward trend in the capital ratio
reflects the Company's strong balance sheet growth pattern, which has been most pronounced during the year 2000.

Information discussed below has been adjusted for stock splits. In July 2000, 32,345 new shares of SNB stock were issued in connection with the purchase acquisition of Fairfield Financial Services, Inc., producing $0.4 million in
additional capital. In August 1998, 846,743 new shares of the Company's common stock were issued for the pooling of interests stock swap merger with Crossroads Bancshares, Inc. Additionally, 1998 marked the expiration of the outstanding stock warrants
held by the Company's organizing directors and executive officers. During 1997 and 1998, the holders completed the exercise of 449,700 warrants, generating a total of $1.5 million in new capital. There are no remaining founders' warrants outstanding.

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

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

Part II (Continued)

Item 7 (Continued)

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

Current regulatory standards require bank holding companies to maintain a minimum risk based capital ratio of qualifying total capital to risk weighted assets of 8.0 percent, with at least 4.0 percent of the capital consisting of Tier
1 capital, and a Tier 1 leverage ratio of at least 4.0 percent. Additionally, the regulatory agencies define a well-capitalized bank as one that has a Tier 1 leverage ratio of at least 5 percent, a Tier 1 capital ratio of at least 6 percent, and a total
risk based capital ratio of at least 10 percent. As of December 31, 2000, SNB had a Tier 1 leverage ratio of 9.39 percent, a Tier 1 capital ratio of 8.86 percent, and a total risk based capital ratio of 9.75 percent. The Company's total risk based capital
ratio had fallen slightly below the well-capitalized status at year-end 2000. Due to continuing strong growth trends in the balance sheet, management is currently assessing strategies to assure future capital adequacy. The following table demonstrates
capital ratio calculations as of December 31, 2000 and 1999.

|TABLE 9                                     |                      |       |                        |             |             | 
|------------------------------------------- | -------------------- | ----- | ---------------------- | ----------- | ----------- | 
|CAPITAL RATIOS                              |                      |       |                        |             |            
|(In Thousands)                              |                      |       |                        |             |            
|                                            |                      |       |                        |             | December 31
|As of End of Period                         |                      |       |                        | 2000        | 1999       
|Tier 1 Capital                              |                      |       |                        |             |            
|Stockholders' Equity                        |                      |       |                        | $ 30,875    | $ 27,931   
|Less Intangible Assets                      |                      |       |                        | 947         | 0          
|                                            | Total Tier 1 Capital |       |                        | 29,928      | 27,931     
|Tier 2 Capital                              |                      |       |                        |             |            
|Eligible Portion of Reserve for Loan Losses |                      | 3,003 | 2,327                 
|Subordinated and Other Qualifying Debt      |                      | 0     | 0                     
|                                            | Total Tier 2 Capital |       |                        | 3,003       | 2,327      
|                                            |                      |       |                        |             |             | 
|Total Risk Based Capital                    |                      |       |                        | $ 32,931    | $ 30,258   
|                                            |                      |       |                        |            
|Total Net Risk Weighted Assets              |                      |       | $337,788               | $227,153   
|                                            |                      |       | Regulatory Requirement |             |            
|                                            |                      |       |                        | Well        |             | 
|                                            |                      |       | Minimum                | Capitalized |             | 
|Total Risk Based Capital Ratio              | 8.0%                 | 10.0% | 9.7%                   | 13.3%      
|Tier 1 Capital Ratio                        |                      | 4.0%  | 6.0%                   | 8.9%        | 12.3%      
|Leverage Ratio                              |                      | 4.0%  | 5.0%                   | 9.4%        | 10.8%      

Part II (Continued)

Item 7 (Continued)

Cash dividends of $923,200, or $.28 per weighted average common share, were declared and paid during 2000, up from $851,862, or $.26 per share during 1999, and $704,126, or $.22 per share in 1998. The ratios of cash dividends paid to
net income for these years were 26.5 percent, 26.3 percent and 30.3 percent, respectively. Since the commencement of cash dividend payments in 1992, the SNB Board of Directors has consistently declared and paid dividends on a quarterly basis.

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

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

Acquisition

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

On July 31, 2000, SB-Bibb acquired Fairfield Financial Services, Inc. ("Fairfield"), a well-established mortgage loan company based in Macon, Georgia. The purchase transaction involved a combination of SNB stock and cash consideration.
Fairfield has ten Georgia locations, including offices in Macon (3), Columbus, Warner Robins, Savannah, Richmond Hill, Rincon, Fayetteville and St. Simons Island. The company now functions as a subsidiary of SB-Bibb.

The Company's 44.7 percent growth rate in total assets from December 31, 1999 to December 31, 2000 is largely attributed to (a) the success of these two acquisitions in developing synergies and market cohesiveness in middle Georgia,
and (b) the community banking philosophies of the two subsidiary banks during a period of merger shake-ups in the local markets.

Part II (Continued)

Item 7 (Continued)

Expanded Coverage of Market Area

Bibb County

As the Company grows, it continues to add physical office locations and delivery channels to serve its existing middle Georgia market. Due to continuing growth trends, SB-Bibb has outgrown its current executive offices in Macon
and expects to build a new corporate center and banking office by mid-2002. Additional space is also needed for operations and data processing functions, and the Company expects to lease a larger facility by late 2001. SNB is adequately capitalized to
meet all anticipated capital expenditure needs. During 1999, the Company introduced an internet banking product for its customers. In 1998, the Hartley Bridge Road branch was constructed and opened in southwest Bibb County by the lead bank. This is
SB-Bibb's sixth full service location in Macon. SB-Bibb purchased an existing facility and opened its fifth full service office at 3945 Pio Nono Avenue in south Macon in August 1997. SB-Bibb's existing Shurling Drive branch was relocated in 1997 to a
larger and more convenient major intersection at 614 Shurling Drive. In February 1997, the Bank relocated its in-house data processing facility and operational functions to a leased operations center on Riverside Drive near the bank's main office.
Platformation and other improvements to the Company's internal information technology were made in 1997. During 1996, a remote ATM/night depository facility was established on Forsyth Road in northwest Macon. These additional fixed asset purchases were
financed through the equity base and retained earnings of the Company with no external borrowing.

Houston County

During the first quarter of 2000, SB-Houston's fourth full service office in Houston County was established on Houston Lake Road in Warner Robins. The mortgage division in Houston County has now been merged into the Fairfield
administration and relocated from leased space into the new branch office on Houston Lake Road.

Mortgage Division

The acquisition of Fairfield during 2000 brings ten Georgia mortgage offices to SB-Bibb. These offices, located in Macon, Columbus, Warner Robins, Savannah, Richmond Hill, Rincon, Fayetteville, and St. Simons Island, are well
established and provide only mortgage services at this time. SNB management may consider converting one or more of the Fairfield offices into full service banking offices in the future. Alternatively, management may consider additional expansion moves
into the markets where Fairfield offices are now located.

Part II (Continued)

Item 7 (Continued)

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

Information for all prior periods in the following discussion has been retroactively adjusted for the pooling of interests combination with Crossroads Bancshares, Inc., which occurred on August 8, 1998. SNB's net income was
$3,479,247, $3,245,174, and $2,326,967 for the years 2000, 1999 and 1998, respectively. Diluted earnings per share totaled $1.03 in 2000, $0.96 in 1999, and $0.69 in 1998. The Company's return on average assets amounted to 1.09 percent for 2000, 1.27
percent for 1999, and 1.04 percent for 1998. The return on average equity was 12.01 percent, 12.08 percent, and 9.41 percent, respectively. During 2000, the Company incurred approximately $150,000 in merger costs on the Fairfield acquisition, and expensed
an additional $350,000 to increase the loan loss reserve due to the Fairfield merger. During 1998, $532,484 in one-time pre-tax expense was incurred for the 1998 acquisition in Houston County and associated name changes for the banks. Additional overhead
costs have been incurred for the periods shown for the establishment of a more extensive branch network and increased technological costs associated with setting up a multi-bank data processing center.

Net Interest Income

Net interest income (the difference between the interest earned on assets and the interest paid on deposits and liabilities) is the principal source of earnings for the Company. SNB's average net interest rate margin, on a taxable
equivalent basis, was 4.79 percent in 2000, 5.21 percent in 1999 and 5.34 percent in 1998. Although the margin yield has exhibited a trend of decline, the Company has been able to maintain reasonable margins per industry standards. Net interest income
before tax equivalency adjustments in 2000 totaled $13,928,611, up 16.3 percent from $11,975,079 in 1999. The 1999 net interest income was up 11.6 percent from $10,734,768 posted in 1998.

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

|TABLE 10                      |       |                         |                                    |         |     
|----------------------------- | ----- | ----------------------- | ---------------------------------- | ------- | ----
|NET INTEREST INCOME           |       |                         |                                    |        
|(In Thousands)                |       | Years Ended December 31
|                              |       |                         | 2000                               | 1999    | 1998
|Interest Income               |       | $27,040                 | $20,402                            | $18,630
|Taxable Equivalent Adjustment | 234   | 199                     | 228                               
|Interest Income (1)           |       | 27,274                  | 20,601                             | 18,858 
|Interest Expense              |       | 13,111                  | 8,427                              | 7,895  
|Net Interest Income (1)       |       | $14,163                 | $12,174                            | $10,963
|                              |       |                         |                                    |         |     
|                              |       |                         | (As a % of Average Earning Assets)
|Interest Income (1)           |       | 9.22%                   | 8.82%                              | 9.18%  
|Interest Expense              |       | 4.43%                   | 3.61%                              | 3.84%  
|Net Interest Rate Margin (1)  | 4.79% | 5.21%                   | 5.34%                             



Part II (Continued)

Item 7 (Continued)

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

2000 compared to 1999

Tax equivalent net interest income increased by $1,989,000 from 1999 to 2000. This increase in absolute dollars of margin in 2000 was driven by strong balance sheet growth. The average margin yield declined by 42 basis points,
from 5.21 percent in 1999 to 4.79 percent in 2000. Over the course of 2000, the prime borrowing rate increased by 100 basis points, from 8.50 percent to 9.50 percent by year-end. Management was able to improve average loan yields by 38 basis points in
spite of intense local competition on loan pricing. Yields on the investment portfolio were also improved by 30 basis points through repricing and purchases at current market rates. The margin was also aided by a shift in balance sheet mix from the bond
portfolio to the loan portfolio as the year proceeded. However, the margin was negatively impacted by an increase in the overall cost of funds of 84 basis points for the year. Management resorted to higher balances in more costly borrowed funds to support
strong loan growth, and deposits repriced rapidly at higher market rates during the year.

Balances in average interest-earning assets rose by 26.8 percent in 2000 over 1999. Growth in higher yielding loan balances accounted for most of this increase. Average loan balances increased 28.6 percent and represented 77.1 percent
of the average balance sheet in 2000, up from 75.1 percent of the average balance sheet in 1999. Investment securities, on the other hand, declined from 14.7 percent to 13.3 percent of the average balance sheet. The overall yield on average interest
earning assets, on a taxable equivalent basis, increased by 40 basis points from 8.82 percent in 1999 to 9.22 percent in 2000.

At the same time, the overall average cost of interest-bearing liabilities has increased by 84 basis points, from 4.52 percent in 1999 to 5.36 percent in 2000. Most deposit rates increased in 2000 over 1999, due to increases in general
market rates and strong competition for deposits. Average deposit balances also grew, increasing 18.8 percent in 2000 over 1999. This growth is attributed to aggressive marketing in a period of flux for area super regional competition, growing consumer
business due to the convenience of a larger branch network, increases in business deposit relationships from larger commercial credit lines, and Fairfield cross-selling synergies. With the increased liquidity needs brought on by strong loan demand and the
increased mortgage activity, average balances in other borrowing sources increased from $8.7 million in 1999 to $33.4 million in 2000. Rates paid on these borrowings increased as well, from 4.77 percent in 1999 to 6.48 percent in 2000.

1999 compared to 1998

Tax equivalent net interest income increased by $1,211,000 from 1998 to 1999. The increase is attributed to significant balance sheet growth and improvements in balance sheet mix. The average margin yield declined by 12 basis
points, from 5.34 percent in 1998 to 5.21 percent in 1999. Yields on average earnings assets declined by 36 basis points, from 9.18 percent in 1998 to 8.82 percent in 1999. Average interest-earning asset balances increased by 13.6 percent in 1999 over
1998. Loans became a more dominant asset, representing 75.1 percent of the average balance sheet in 1999, up from 71.8 percent in 1998. Lower yielding investment securities and federal funds sold dropped to 16.3 percent of average 1999 assets, down from
20.2 percent during 1998. Rates paid on deposits and other funding sources trended downward over the periods due to the declining rate environment at that time. The cost of average interest-bearing liabilities fell 35 basis points, from 4.87 percent in
1999 to 4.52 percent in 1998.

Part II (Continued)

Item 7 (Continued)



The table on this and the following page summarizes average balance sheets, interest and yield information on a taxable equivalent basis for the years ended December 31, 2000, 1999, and 1998.

|TABLE 11                                    |                              |          |                              |   |                              |          |        |   |          |          |        |  
|------------------------------------------- | ---------------------------- | -------- | ---------------------------- | - | ---------------------------- | -------- | ------ | - | -------- | -------- | ------ | -
|AVERAGE BALANCE SHEETS, INTEREST AND YIELDS |                              |          |                              |   |                              |          |        |   |          |         
|(Tax equivalent basis, in thousands)        |                              |          |                              |   |                              |          |        |   |          |          |        |  
|                                            |                              |          |                              |   |                              |          |        |   |          |          |        |  
|                                            | Year Ended December 31, 2000 |          | Year Ended December 31, 1999 |   | Year Ended December 31, 1998 |         
|                                            | Average                      |          | Yield/                       |   | Average                      |          | Yield/ |   | Average  |          | Yield/ |  
|                                            | Balance                      | Interest | Rate                         |   | Balance                      | Interest | Rate   |   | Balance  | Interest | Rate   |  
|ASSETS                                      |                              |          |                              |   |                              |          |        |   |          |          |        |  
|Loans, Net of Unearned Income (a) (b)       |                              |          |                              |   |                              |          |        |   |          |          |        |  
|Taxable                                     | $244,177                     | $23,871  | 9.78                         | % | $189,306                     | $17,826  | 9.42   | % | $158,427 | $15,978  | 10.09  | %
|Tax-Exempt (c)                              | 0                            | 0        | 0.00                         |   | 0                            | 0        | 0.00   |   | 0        | 0        | 0.00   |  
|Loans Held for Sale                         | 2,365                        | 177      | 7.47                         |   | 2,462                        | 168      | 6.83   |   | 2,115    | 111      | 5.25   |  
|Net Loans                                   | 246,542                      | 24,048   | 9.75                         |   | 191,768                      | 17,994   | 9.38   |   | 160,542  | 16,089   | 10.02  |  
|Investment Securities (d)                   |                              |          |                              |   |                              |          |        |   |          |          |        |  
|Taxable                                     | 33,312                       | 2,138    | 6.42                         |   | 29,867                       | 1,799    | 6.02   |   | 28,299   | 1,647    | 5.82   |  
|Tax-Exempt (c)                              | 9,116                        | 689      | 7.55                         |   | 7,640                        | 586      | 7.67   |   | 8,479    | 672      | 7.93   |  
|Total Investment Securities                 | 42,428                       | 2,827    | 6.66                         |   | 37,507                       | 2,385    | 6.36   |   | 36,778   | 2,319    | 6.31   |  
|Interest Earning Deposits                   | 967                          | 28       | 2.91                         |   | 20                           | 5        | 23.67  |   | 36       | 2        | 4.39   |  
|Federal Funds Sold                          | 6,031                        | 371      | 6.15                         |   | 4,204                        | 218      | 5.19   |   | 8,113    | 448      | 5.52   |  
|                                            |                              |          |                              |   |                              |          |        |   |          |          |        |  
|Total Interest-Earning Assets               | 295,968                      | 27,274   | 9.22                         |   | 233,499                      | 20,602   | 8.82   |   | 205,469  | 18,858   | 9.18   |  
|Nonearning Assets                           | 23,824                       |          |                              |   | 21,912                       |          |        |   | 18,188   |          |        |  
|                                            |                              |          |                              |   |                              |          |        |   |          |          |        |  
|Total Assets                                | $319,792                     |          |                              |   | $255,411                     |          |        |   | $223,657 |          |        |  

Part II (Continued)

Item 7 (Continued)

|TABLE 11 - Continued                                                                                                                                         | Year Ended December 31, 2000 |          | Year Ended December 31, 1999 |   | Year Ended December 31, 1998 |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------- | -------- | ---------------------------- | - | ---------------------------- | --------
|                                                                                                                                                             | Average                      |          | Yield/                       |   | Average                      |         
|LIABILITIES AND                                                                                                                                              | Balance                      | Interest | Rate                         |   | Balance                      | Interest
|STOCKHOLDERS' EQUITY                                                                                                                                         |                              |          |                              |   |                              |         
|Interest-Bearing Demand Deposits                                                                                                                             | $ 21,148                     | $ 262    | 1.24                         | % | $19,456                      | $ 202   
|Money Market Accounts                                                                                                                                        | 33,332                       | 1,402    | 4.21                         |   | 32,151                       | 1,175   
|Savings Deposits                                                                                                                                             | 6,444                        | 112      | 1.74                         |   | 6,465                        | 123     
|Time Deposits of $100,000 or More                                                                                                                            | 32,177                       | 1,994    | 6.20                         |   | 26,525                       | 1,491   
|Other Time Deposits                                                                                                                                          | 118,115                      | 7,178    | 6.08                         |   | 93,182                       | 5,022   
|Federal Funds Purchased and                                                                                                                                  |                              |          |                              |   |                              |         
|Repurchase Agreements Sold                                                                                                                                   | 7,278                        | 443      | 6.08                         |   | 4,518                        | 213     
|Demand Note U.S. Treasury                                                                                                                                    | 849                          | 41       | 4.84                         |   | 676                          | 21      
|Other Borrowed Money-FHLB                                                                                                                                    | 25,158                       | 1,660    | 6.60                         |   | 3,340                        | 167     
|Capital Leases and Mortgage Debt                                                                                                                             | 105                          | 19       | 17.89                        |   | 159                          | 14      
|Total Interest-Bearing Liabilities                                                                                                                           | 244,606                      | 13,111   | 5.36                         |   | 186,472                      | 8,428   
|                                                                                                                                                             |                              |          |                              |   |                              |         
|Noninterest-Bearing Demand Deposits                                                                                                                          | 45,518                       |          |                              |   | 39,414                       |         
|Other Liabilities                                                                                                                                            | 698                          |          |                              |   | 2,663                        |         
|Stockholders' Equity                                                                                                                                         | 28,969                       |          |                              |   | 26,862                       |         
|Total Liabilities and Stockholders' Equity                                                                                                                   | $319,792                     |          |                              |   | $255,411                     |         
|Interest Rate Spread                                                                                                                                         |                              |          | 3.86                         | % |                              |         
|Net Interest Income                                                                                                                                          |                              | 14,163   |                              |   |                              | 12,174  
|Net Interest Margin                                                                                                                                          |                              |          | 4.79                         | % |                              |         
|                                                                                                                                                             |                              |          |                              |   |                              |         
|Notes to Table of Average Balance Sheets, Interest and Yields:                                                                                               |                              |          |                              |   |                              |         
|(a) Interest income includes loan fees as follows (in thousands): 2000-$1,009; 1999-$908; 1998-$855.                                                         |                              |          |                              |   |                              |         
|(b) Average loans are shown net of unearned income. Nonaccrual loans are included.                                                                           |                              |          |                              |   |                              |         
|(c) Reflects taxable equivalent adjustments using the statutory income tax rate of 34 percent in adjusting interest on tax exempt investment securities to a |                             
|fully taxable basis. The taxable equivalent adjustment included above totals $234 for 2000, $199 for 1999,and $228 for 1998.(in thousands)                   |                              |         
|(d) Investment securities are stated at amortized or accreted cost.                                                                                          |                              |          |                              |   |                              |         

Part II (Continued)

Item 7 (Continued)

The following tables provide a detailed analysis of the changes in interest income and interest expense due to changes in rate and volume for the year 2000 compared to the year 1999 and for the year 1999 compared to the year 1998.

|TABLE 12                                                                                                                    |                                 |        |                       |  |        |          |       
|--------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | ------ | --------------------- |  | ------ | -------- | ------
|RATE / VOLUME ANALYSIS                                                                                                      |                                 |        |                       |  |        |          |       
|(In thousands)                                                                                                              | For the Years Ended December 31
|                                                                                                                            | 2000 Compared to 1999           |        | 1999 Compared to 1998
|                                                                                                                            | Change Due To (a)               |        | Change Due To (a)    
|                                                                                                                            |                                 |        | Net                   |  |        |          | Net   
|                                                                                                                            | Volume                          | Rate   | Change                |  | Volume | Rate     | Change
|INTEREST EARNED ON                                                                                                          |                                 |        |                       |  |        |          |       
|Taxable Loans, Net                                                                                                          | $5,167                          | $879   | $6,046                |  | $3,114 | $(1,267) | $1,848
|Tax-Exempt Loans (b)                                                                                                        | 0                               | 0      | 0                     |  | 0      | 0        | 0     
|Loans Held for Sale                                                                                                         | (7)                             | 15     | 8                     |  | 18     | 39       | 57    
|Taxable Investment Securities                                                                                               | 207                             | 132    | 339                   |  | 91     | 60       | 152   
|Tax-Exempt Investment Securities (b)                                                                                        | 113                             | (10)   | 103                   |  | (67)   | (20)     | (86)  
|Interest-Earning Deposits                                                                                                   | 224                             | (201)  | 24                    |  | (1)    | 4        | 3     
|Federal Funds Sold                                                                                                          | 95                              | 58     | 153                   |  | (216)  | (14)     | (230) 
|                                                                                                                            |                                 |        |                       |  |        |          |       
|Total Interest Income                                                                                                       | 5,799                           | 873    | 6,673                 |  | 2,939  | (1,198)  | 1,744 
|                                                                                                                            |                                 |        |                       |  |        |          |       
|INTEREST PAID ON                                                                                                            |                                 |        |                       |  |        |          |       
|Interest-Bearing Demand Deposits                                                                                            | 18                              | 43     | 60                    |  | 20     | (97)     | (76)  
|Money Market Accounts                                                                                                       | 43                              | 184    | 227                   |  | 42     | 26       | 68    
|Savings Deposits                                                                                                            | (0)                             | (11)   | (11)                  |  | 9      | (27)     | (17)  
|Time Deposits of $100,000 or More                                                                                           | 318                             | 186    | 503                   |  | 117    | (72)     | 45    
|Other Time Deposits                                                                                                         | 1,344                           | 812    | 2,156                 |  | 984    | (569)    | 416   
|Federal Funds Purchased                                                                                                     |                                 |        |                       |  |        |          |       
|and Repurchase Agreements Sold                                                                                              | 130                             | 100    | 230                   |  | 124    | (17)     | 107   
|Demand Note U.S. Treasury                                                                                                   | 5                               | 15     | 20                    |  | (4)    | (2)      | (6)   
|Other Borrowed Money-FHLB                                                                                                   | 1,091                           | 402    | 1,493                 |  | 62     | (68)     | (6)   
|Capital Leases and Mortgage Debt                                                                                            | (5)                             | 10     | 5                     |  | (3)    | 6        | 3     
|                                                                                                                            |                                 |        |                       |  |        |          |       
|Total Interest Expense                                                                                                      | 2,943                           | 1,740  | 4,684                 |  | 1,351  | (820)    | 532   
|                                                                                                                            |                                 |        |                       |  |        |          |       
|Net Interest Income                                                                                                         | $2,857                          | ($868) | $1,989                |  | $1,589 | ($378)   | $1,211
|                                                                                                                            |                                 |        |                       |  |        |          |       
|(a) The change in interest due to both rate and volume has been allocated to the rate component.                            |                                
|(b) Reflects taxable equivalent adjustments using the statutory federal income tax rate of 34 percent in adjusting interest
|on tax-exempt investment securities to a fully taxable basis.                                                               |                                 |        |                       |  |       



Part II (Continued)

Item 7 (Continued)

Interest Rate Risk Management

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

The principal tool used by SNB to measure its interest rate sensitivity is a cumulative gap analysis model that seeks to measure the repricing differentials, or gap, between rate sensitive assets and liabilities over various time
horizons. Additionally, simulation modeling is used to estimate the impact on net interest income of overall repricing at various levels of increase or decrease in current market interest rates over a range of plus or minus 300 basis points. At December
31, 2000, the Company estimates through simulation modeling that net interest income at its lead bank in Bibb County would increase by $615,064 if interest rates increased by 300 basis points, and decrease by ($733) if interest rates declined by 300 basis
points.

The following table reflects the gap positions of SNB's consolidated balance sheet as of December 31, 2000 and 1999 at various repricing intervals. This gap analysis indicates that SNB's repricing abilities showed liability sensitive
over a one-year time horizon at December 31, 2000 and December 31, 1999, with negative cumulative one-year gaps of (23.0 percent) at 2000 year-end and (14.3 percent) at 1999 year- end. The projected deposit repricing volumes reflect adjustments based on
management's assumptions of the expected rate sensitivity to current market rates for core deposits without contractual maturity (i.e., interest-bearing checking, savings and money market accounts). Adjustments are also made for callable investment
securities in the bond portfolio to place these bonds in call date categories. Management believes that these adjustments allow for a more accurate profile of SNB's interest rate risk position. Management is of the opinion that the current degree of
interest rate risk is acceptable in the current interest rate environment.



|TABLE 13                                               |           |                   |           |          |             |       
|------------------------------------------------------ | --------- | ----------------- | --------- | -------- | ----------- | ------
|INTEREST RATE SENSITIVITY                              |           |                   |           |         
|(In Thousands)                                         |           | December 31, 2000
|                                                       |           |                   |           | Over 3   | Over 1 year |       
|                                                       |           |                   | 0 Up To 3 | Up To 12 | Up To       | Over 5
|Amounts Maturing or Repricing                          | Months    | Months            | 5 Years   | Years   
|Investment Securities (a)                              |           | $ 7,886           | $ 2,415   | $ 18,027 | $22,874    
|Loans, Net of Unearned Income (b)                      | 57,304    | 97,491            | 131,519   | 30,767  
|Other Earning Assets                                   |           | 4,431             | 0         | 0        | 0          
|Interest-Sensitive Assets                              |           | 69,621            | 99,906    | 149,546  | 53,641     
|Deposits                                               |           |                   | 77,147    | 127,562  | 41,387      | 0     
|Other Borrowings                                       |           | 32,679            | 18,000    | 5,000    | 8,378      
|Interest-Sensitive Liabilities                         | 109,826   | 145,562           | 46,387    | 8,378   
|                                                       |           |                   |           |          |             |       
|Interest-Sensitivity Gap                               |           | ($40,205)         | ($45,656) | $103,159 | $45,263    
|Cumulative Interest-Sensitivity Gap                    | ($40,205) | ($85,861)         | $17,298   | $62,561 
|Cumulative Interest-Sensitivity Gap as a Percentage    |           |                   |           |         
|of Total Interest-Sensitive Assets                     | (10.8%)   | (23.0%)           | 4.6%      | 16.8%   
|                                                       |           |                   |          
|Cumulative Interest-Sensitivity Assets as a Percentage | 63.4%     | 66.4%             | 105.7%    | 120.2%  

Part II (Continued)

Item 7 (Continued)



|TABLE 13 (Continued)                                                                                                                                                                                     |       |           | December 31, 1999
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | --------- | -----------------
|                                                                                                                                                                                                         |       |           |                  
|                                                                                                                                                                                                         |       |           |                  
|Amounts Maturing or Repricing                                                                                                                                                                            |       | Months    | Months           
|Investment Securities (a)                                                                                                                                                                                |       |           | $ 6,221          
|Loans, Net of Unearned Income (b)                                                                                                                                                                        |       | 36,038    | 49,749           
|Other Earning Assets                                                                                                                                                                                     |       |           | 6,156            
|Interest-Sensitive Assets                                                                                                                                                                                |       |           | 48,415           
|Deposits                                                                                                                                                                                                 |       |           |                  
|Other Borrowings                                                                                                                                                                                         |       |           | 9,740            
|Interest-Sensitive Liabilities                                                                                                                                                                           |       | 72,927    | 64,748           
|                                                                                                                                                                                                         |       |           |                  
|Interest-Sensitivity Gap                                                                                                                                                                                 |       |           | ($24,512)        
|Cumulative Interest-Sensitivity Gap                                                                                                                                                                      |       | ($24,512) | ($36,797)        
|Cumulative Interest-Sensitivity Gap as a Percentage                                                                                                                                                      |       |           |                  
|of Total Interest-Sensitive Assets                                                                                                                                                                       |       | (9.5%)    | (14.3%)          
|Cumulative Interest-Sensitive Assets as a Percentage                                                                                                                                                     |       |           |                  
|of Cumulative Interest Sensitive Liabilities                                                                                                                                                             | 66.4% | 73.3%     | 105.1%           
|                                                                                                                                                                                                         |       |           |                  
|(a) Excludes the effect of SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities, consisting of a net unrealized gain of $296 in 2000 and a net unrealized loss of $695
in 1999.
|(b) Nonaccrual loans are excluded.                                                                                                                                                                       |       |           |                  

Provision for Loan Losses

The general nature of lending results in periodic charge-offs, in spite of SNB's continuous loan review process, credit standards, and internal controls. Amounts of net loans charged off during 2000 and 1999, although higher than
the Company's recent history, are reasonable by industry standards. SNB incurred net charge-offs of $616,650 during 2000, compared to $479,198 during 1999 and $426,734 in 1998. SNB expensed $1,292,006 in 2000, $736,125 in 1999, and $636,000 in 1998 for
loan loss provisions. The reserve for loan losses on December 31, 2000 stood at 0.94 percent of outstanding net loans, compared to 1.12 percent and 1.16 percent at December 31, 1999 and 1998, respectively.

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

Part II (Continued)

Item 7 (Continued)

In addition to ongoing internal loan reviews and risk assessment, management uses other factors to judge the adequacy of the reserve including current economic conditions, loan loss experience, regulatory guidelines and current levels
of nonperforming loans. Management believes that the $3,002,536 balance in the reserve for loan losses at December 31, 2000, and the $2,327,180 balance at December 31, 1999 were adequate to absorb known risks in the loan portfolio at those dates. No
assurance can be given, however, that adverse economic conditions or other circumstances will not result in increased losses in the Company's loan portfolio.

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

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

Part II (Continued)

Item 7 (Continued)

|TABLE 14                                            |        |                         |        |        |        |        | 
|--------------------------------------------------- | ------ | ----------------------- | ------ | ------ | ------ | ------ | 
|RESERVE FOR LOAN LOSSES                             |        | Years Ended December 31 |       
|(In Thousands)                                      |        | 2000                    | 1999   | 1998   | 1997   | 1996  
|                                                    |        |                         |        |        |        |        | 
|Reserve for Loan Losses at                          |        |                         |        |        |        |       
|Beginning of Period                                 |        | $2,327                  | $2,070 | $1,861 | $1,759 | $1,451
|Loans Charged Off During the Period                 |        |                         |        |        |       
|Commercial, Financial and Agricultural              | 109    | 131                     | 35     | 295    | 75    
|Real Estate-Construction                            |        | 0                       | 0      | 58     | 0      | 0     
|Real Estate-Mortgage                                |        | 0                       | 25     | 200    | 150    | 53    
|Loans to Individuals                                |        | 576                     | 431    | 204    | 243    | 90    
|Total Loans Charged Off                             |        | 685                     | 587    | 497    | 688    | 218   
|                                                    |        |                         |        |        |        |        | 
|Recoveries During the Period of Loans               |        |                         |        |        |       
|Previously Charged Off                              |        |                         |        |        |        |       
|Commercial, Financial and Agricultural              | 2      | 49                      | 36     | 205    | 124   
|Real Estate-Construction                            |        | 0                       | 0      | 0      | 0      | 0     
|Real Estate-Mortgage                                |        | 0                       | 5      | 3      | 9      | 37    
|Loans to Individuals                                |        | 67                      | 54     | 31     | 71     | 45    
|Total Loans Recovered                               |        | 69                      | 108    | 70     | 285    | 206   
|Net Loans Charged Off During the Period             | 616    | 479                     | 427    | 403    | 12    
|                                                    |        |                         |        |        |        |        | 
|Additions to Reserve-Provision Expense              | 1,292  | 736                     | 636    | 505    | 320   
|                                                    |        |                         |        |        |        |        | 
|Reserve for Loan Losses at End of Period            | $3,003 | $2,327                  | $2,070 | $1,861 | $1,759
|                                                    |        |                         |        |        |        |        | 
|Reserve for Loan Losses
to Period-End Net Loans     | 0.94%  | 1.12%                   | 1.16%  | 1.28%  | 1.42% 
|                                                    |        |                         |        |        |        |        | 
|Ratio of Net Loans Charged Off During the Period to |        |                         |       
|Average Net Loans Outstanding During
the Period     | 0.25%  | 0.25%                   | 0.27%  | 0.30%  | 0.01% 

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

Part II (Continued)

Item 7 (Continued)

|TABLE 15                                                                                |         |      |         |      |             |      |         |      |         |     
|--------------------------------------------------------------------------------------- | ------- | ---- | ------- | ---- | ----------- | ---- | ------- | ---- | ------- | ----
|ALLOCATION OF RESERVE FOR LOAN LOSSES                                                   |         |      |         |      |             |      |        
|(In Thousands)                                                                          |         |      |         |      |             |      |         |      |         |     
|                                                                                        |         |      |         |      | December 31 |      |         |     
|                                                                                        | 2000    | 1999 | 1998    | 1997 | 1996       
|Balance at End of Period                                                                | Reserve | % *  | Reserve | % *  | Reserve     | % *  | Reserve | % *  | Reserve | % * 
|Applicable To                                                                           |         |      |         |      |             |      |         |      |         |     
|Commercial, Financial                                                                   |         |      |         |      |             |      |         |      |         |     
|and Agricultural                                                                        | $ 495   | 14%  | $ 332   | 21%  | $ 279       | 21%  | $ 265   | 24%  | $ 264   | 20% 
|Real Estate-Construction                                                                | 315     | 20%  | 157     | 8%   | 124         | 10%  | 98      | 5%   | 66      | 8%  
|Real Estate-Mortgage                                                                    | 901     | 60%  | 733     | 62%  | 776         | 59%  | 726     | 61%  | 725     | 62% 
|Loans to Individuals                                                                    | 541     | 7%   | 524     | 8%   | 373         | 10%  | 307     | 10%  | 264     | 10% 
|Unallocated                                                                             | 751     | 0%   | 581     | 0%   | 518         | 0%   | 465     | 0%   | 440     | 0%  
|Total Reserve for Loan Losses                                                           | $3,003  | 100% | $2,327  | 100% | $2,070      | 100% | $1,861  | 100% | $1,759  | 100%
|                                                                                        |         |      |         |      |             |      |         |      |         |     
|* Loan balance in each category expressed as a percentage of total end of period loans. |         |      |        

Asset Quality

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

Nonperforming assets at December 31, 2000 totaled $2,202,000, or 0.54 percent of total assets. This compares to $1,431,000 in nonperforming assets at December 31, 1999, which represented 0.50 percent of total assets. Nonperforming
assets at December 31, 1998 were $1,518,000, or 0.60 percent of total assets. The reserve for loan losses has been maintained over time at levels that are more than sufficient to absorb the total amount of nonperforming assets.

Part II (Continued)

Item 7 (Continued)

|TABLE 16                                 |  |         |         |            |              |         |     
|---------------------------------------- |  | ------- | ------- | ---------- | ------------ | ------- | ----
|NONPERFORMING ASSETS                     |  |         |         |            |              |        
|(In thousands)                           |  |         |         |            | December 31  |         |     
|                                         |  |         | 2000    | 1999       | 1998         | 1997    | 1996
|Nonperforming Loans                      |  |         |         |            |              |        
|Nonaccrual Loans                         |  | $1,426  | $ 965   | $ 594      | $ 870        | $ 702  
|Restructured Loans                       |  | 0       | 0       | 0          | 0            | 0      
|Loans 90 Days or More Past Due           |  |         |         |            |              |        
|and Still Accruing                       |  | 463     | 341     | 203        | 123          | 545    
|Total Nonperforming Loans                |  | 1,889   | 1,306   | 797        | 993          | 1,247  
|Other Real Estate Owned                  |  | 313     | 125     | 721        | 878          | 639    
|Total Nonperforming Assets               |  | $2,202  | $1,431  | $1,518     | $1,871       | $1,886 
|                                         |  |         |         |            |              |         |     
|Nonperforming Assets to Total Loans      |  |         |         |            |             
|and Other Real Estate                    |  | 0.69%   | 0.69%   | 0.84%      | 1.28%        | 1.52%  
|Reserve for Loan Losses                  |  |         |         |            |              |        
|to Nonperforming Loans                   |  | 158.97% | 178.18% | 259.72%    | 187.41%      | 141.06%
|                                         |  |         |         |            |              |         |     
|Year Ended December 31, 2000             |  |         |         | Nonaccrual | Restructured | Total  
|Interest at Contracted Rates (a)         |  |         |         | $146       | $0           | $146   
|Interest Recorded as Income              |  |         |         | 0          | 0            | 0      
|Reduction of Interest Income During 2000 |  | $146    | $0      | $146      
|                                         |  |         |         |            |              |         |     

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

At December 31, 2000 and December 31, 1999, there were no other loans classified for regulatory purposes as loss or doubtful which are not included in the table above, but there were other loans classified for regulatory purposes as
substandard or special mention which are not included in the table above. However, management is aware of no such substandard or special mention loans not included above which (i) represent or result from trends or uncertainties which management
reasonably expects will materially impact future operating results, liquidity, or capital resources, or (ii) represent material credits about which any information causes management to have serious doubts as to the ability of such borrowers to comply with
the loan repayment terms.

Part II (Continued)

Item 7 (Continued)

Noninterest Income

Noninterest income of $5,354,184 in 2000 represented a 74.2 percent increase, or $2,281,277, from $3,072,907 recorded in 1999. The major contributor to improved noninterest income was the increase in fees from mortgage lending
activities. The acquisition of Fairfield at the end of July 2000 produced five months of fee volume on loans made and sold in secondary markets. Total mortgage fees for the year 2000 totaled $2,769,887, up by $1,830,185 from $939,702 in fees collected
during 1999. Service charges on deposit accounts increased by $300,691, or 19.5 percent, between the two periods. The increase was due to growth in core transaction accounts. Other increases were recorded in volume driven income sources such as ATM fees.

Noninterest income in 1999 totaled $3,072,907, up 20.1 percent from $2,557,810 in 1998. Approximately 73.5 percent of the increase, or $378,000, is attributed to fees from the mortgage division that was established late in 1997. Other
increases were realized in service charges on deposit accounts due to the strong growth in core deposits and increased fees collected for insufficient funds.

Noninterest Expense

Noninterest expense was $12,654,634 for the year 2000, up 32.7 percent from $9,537,391 in 1999. The Banks continue to increase staff to strengthen the management team, take advantage of local market shake-ups, and add internal
support positions. The addition of the ten new mortgage offices significantly increased commission-based compensation expense. Total salaries and benefits increased by $2,172,637, or 41.8 percent. Occupancy costs grew by 23.7 percent, or $350,028. The
increase is attributed to operating, rental and depreciation costs for the ten new mortgage offices, plus general increases in equipment and maintenance costs. All other operating overhead increased by $594,578 or 20.8 percent, due to overhead expenses
associated with the new Fairfield offices and to volume-driven increases from high balance sheet growth rates.

Noninterest expense was $9,537,391 for the year 1999, up 6.6 percent from $8,946,668 in 1998. Over half of the increase is attributed to higher costs of salaries and benefits for a growing organization with added physical locations.
Salaries and benefits increased by $659,292, or 14.5 percent, and occupancy costs increased by $282,299, or 23.7 percent. Other overhead expense decreased by ($350,868), or (10.9) percent, as costs relating to the SB-Houston merger and data processing
conversions were fully absorbed by 1999.

Income Tax Expense

SNB's consolidated federal and state income tax expense increased to $1,856,908 in 2000, up from $1,529,296 in 1999, and $1,382,943 in 1998. The effective tax rate was 34.8 percent, 32.0 percent, and 37.3 percent in 2000, 1999, and
1998, respectively. The Company's effective rates tend to hover just under maximum corporate tax rates due to the relatively small percentage of tax-free investments carried on the balance sheet. See Note 8 to SNB's consolidated financial statements for a
detailed analysis of income taxes.

Part II (Continued)

Item 7 (Continued)



Inflation

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

Forward-Looking Statements

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

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

Part II (Continued)

Item 7 (Continued)

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



Item 8

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-K:

Consolidated Balance Sheets - December 31, 2000 and 1999

Consolidated Statements of Income - Years Ended December 31, 2000, 1999 and 1998

Consolidated Statements of Comprehensive Income - Years Ended December 31, 2000, 1999 and 1998

Consolidated Statements of Stockholders' Equity - Years Ended December 31, 2000, 1999 and 1998

Consolidated Statements of Cash Flows - Years Ended December 31, 2000, 1999 and 1998

Notes to Consolidated Financial Statements

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2000 and 1999:



|                            | Three Months Ended                     
|--------------------------- | ---------------------------------------
|                            | Dec. 31                                
|                            | ($ in thousands, except per share data)
|2000                        |                                        
|Interest Income             | $8,165                                 
|Interest Expense            | 4,264                                  
|Net Interest Income         | 3,901                                  
|Provision for Loan Losses   | 330                                    
|Securities Gains (Losses)   | 17                                     
|Noninterest Income          | 1,765                                  
|Noninterest Expense         | 4,080                                  
|Income Before Income Taxes  | 1,273                                  
|Provision for Income Taxes  | 468                                    
|Net Income                  | $ 805                                  
|                            |                                        
|Net Income Per Common Share |                                        
|Basic                       | $0.24                                  
|Diluted                     | $0.24                                  



Part II (Continued)

Item 8 (Continued)



|                            | Three Months Ended                     
|--------------------------- | ---------------------------------------
|                            | Dec. 31                                
|                            | ($ in thousands, except per share data)
|1999                        |                                        
|Interest Income             | $5,427                                 
|Interest Expense            | 2,222                                  
|Net Interest Income         | 3,205                                  
|Provision for Loan Losses   | 208                                    
|Securities Losses           | (1)                                    
|Noninterest Income          | 765                                    
|Noninterest Expense         | 2,471                                  
|Income Before Income Taxes  | 1,290                                  
|Provision for Income Taxes  | 432                                    
|Net Income                  | $ 858                                  
|                            |                                        
|Net Income Per Common Share |                                        
|Basic                       | $0.26                                  
|Diluted                     | $0.26                                  

Item 9

CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 10

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

Incorporated herein by reference to pages 3, 4, 5, 8, 10, 11 and 12 of the Company's Definitive Proxy Statement for the Annual Meeting of Stockholders to be held on April 26, 2001.

Item 11

EXECUTIVE COMPENSATION

Incorporated herein by reference to pages 5, 8, 10, 11 and 12 of the Company's Definitive Proxy Statement for the Annual Meeting of Stockholders to be held on April 26, 2001.

Item 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated herein by reference to page 5, 6 and 7 of the Company's Definitive Proxy Statement for the Annual Meeting of the Stockholders to be held on April 26, 2001.

Part III (Continued)

Item 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated herein by reference to pages 13 and 14 of the Company's Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 26, 2001.

Part IV

Item 14

EXHIBITS AND REPORTS ON FORM 8-K



|(a) | Exhibits included herein:                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                       
|    |                                                                                                                       
|    | 3(a)                                                                                                                  
|    |                                                                                                                       
|    |                                                                                                                       
|    | 3(b)                                                                                                                  
|    |                                                                                                                       
|    |                                                                                                                       
|    | 4                                                                                                                     
|    |                                                                                                                       
|    | 11                                                                                                                    
|    |                                                                                                                       
|    | 21                                                                                                                    
|    |                                                                                                                       
|    | 99                                                                                                                    
|    |                                                                                                                       
|    | 99(a)                                                                                                                 
|    |                                                                                                                       
|(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.



EXHIBIT NO. 11

STATEMENT OF COMPUTATION OF EARNINGS PER SHARE



|                                          |  | Year Ended
December 31, 2000
|----------------------------------------- |  | ----------------------------
|                                          |  |                             
|                                          |  | Shares                      
|                                          |  | (In Thousands)              
|                                          |  |                             
|Basic Weighted Average Shares Outstanding |  | 3,354                       
|                                          |  |                             
|Diluted                                   |  |                             
|Average Shares Outstanding                |  | 3,354                       
|Common Stock Equivalents                  |  | 15                          
|                                          |  |                             
|                                          |  | 3,369                       
|                                          |  |                             
|                                          |  |                             
|                                          |  | Year Ended
December 31, 1999
|                                          |  |                             
|Basic Weighted Average Shares Outstanding |  | 3,341                       
|                                          |  |                             
|Diluted                                   |  |                             
|Average Shares Outstanding                |  | 3,341                       
|Common Stock Equivalents                  |  | 50                          
|                                          |  |                             
|                                          |  | 3,391                       





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, SNB Bancshares, Inc. 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:03/15/01                                                                          |  | Date:03/15/01                                               
|                                                                                       |  |                                                             
|                                                                                       |  |                                                             
|Richard A. Collinsworth
Executive Vice President                                       |  | Shirley O. Jackson
Senior Vice-Present/Secretary            
|                                                                                       |  |                                                             
|Date:03/15/01                                                                          |  | Date:03/15/01                                               
|                                                                                       |  |                                                             
|Michael T. O'Dillon
Senior Vice-President/Treasurer/Controller/Chief
Financial Officer |  |                                                             
|                                                                                       |  |                                                             
|Date:03/15/01                                                                          |  |                                                             
|                                                                                       |  |                                                             



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:03/15/01
|----------------------------------- |  | -------------
|                                    |  |              
|                                    |  |              
|Alford C. Bridges, Director         |  | Date:03/15/01
|                                    |  |              
|                                    |  |              
|Benjamin W. Griffith, III, Director |  | Date:03/15/01





|Robert T. Mullis, Director       |  | Date:03/15/01
|-------------------------------- |  | -------------
|                                 |  |              
|                                 |  |              
|Ben G. Porter, Director          |  | Date:03/15/01
|                                 |  |              
|                                 |  |              
|Bobby Stalnaker, Director        |  | Date:03/15/01
|                                 |  |              
|                                 |  |              
|H. Cullen Talton, Jr., Director  |  | Date:03/15/01
|                                 |  |              
|                                 |  |              
|Joe E. Timberlake, III, Director |  | Date:03/15/01
|                                 |  |              
|                                 |  |              
|Larry Walker, Director           |  | Date:03/15/01
|                                 |  |              
|                                 |  |              
|Richard W. White, Jr., Director  |  | Date:03/15/01