<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-KSB


[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [FEE REQUIRED]

      For the fiscal year ended December 31, 1996

                                      OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      For the transition period from                    to

               Commission file number:  33-23062

                EUFAULA BANCCORP, INC. (A DELAWARE CORPORATION)
               I.R.S. EMPLOYER IDENTIFICATION NUMBER 63-0989868
                 218-220 BROAD STREET, EUFAULA, ALABAMA 36027
                       TELEPHONE NUMBER: (334) 687-3581

          Securities registered pursuant to Section 12(b) of the Act

                                     None

          Securities registered pursuant to Section 12(g) of the Act

                                     None

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

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

The registrant's total revenues for the fiscal year ended December 31, 1996 were
$8,429,923.

As of March 1, 1997, registrant had outstanding 1,353,204 shares of common
stock, $1 par value per share, which is registrant's only class of common stock.
The aggregate market value of the voting stock held by nonaffiliates of the
gregistrant was approximately $14,126,000.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None
<PAGE>

                                    PART I.

Item 1. Business of the Company and Subsidiary Banks

      Eufaula BancCorp, Inc. ("Eufaula BancCorp" or the "Company") is a two-bank
holding company incorporated in 1988 in Delaware and headquartered in Eufaula,
Alabama. The Company has two subsidiary banks, Eufaula Bank and Trust Company
("Eufaula Bank"), located in Eufaula, Alabama, and First American Bank of Walton
County ("American Bank"), located in Santa Rosa Beach, Florida. The Company does
not engage in any substantial business other than the normal banking services
conducted by its two wholly-owned bank subsidiaries, which are sometimes
hereinafter collectively referred to as the "Banks".

Eufaula Bank

      Eufaula Bank was incorporated as an Alabama Banking corporation in 1926
for the purpose of conducting a commercial banking business in Eufaula, Alabama.
The Bank operates a full service commercial banking business in Barbour County,
its primary market area, providing such banking services as receipt of deposits,
personal and commercial loans, real estate mortgages, personal and commercial
checking, and other time deposits and related services.

      Eufaula is the largest city in Barbour County with a population of
approximately 15,000 persons. Barbour County has a population of approximately
26,000 persons. Eufaula Bank and another commercial bank are approximately the
same size and are considered the largest banks in Barbour County.

American Bank

      American Bank was incorporated as a Florida corporation in 1987 for the
purpose of conducting a commercial banking business in South Walton County,
Florida. On September 1, 1991, the Company acquired American Bank. The Bank
operates as a full service commercial bank providing financial services in its
primary market area of South Walton County.

      South Walton County has a population of approximately 5,000 persons.
American Bank is one of five banks operating in the South Walton area.

Properties

      The Company's office and the main banking office of Eufaula Bank is
located at 218-220 E. Broad Street, Eufaula, Alabama. Eufaula Bank leases a
portion of the real estate upon which the building is situated. Eufaula Bank
also operates a branch office in Eufaula at 1121 South Eufaula Avenue. The land
on which the branch office is situated is leased.

      American Bank operates its office at the corner of Mack Bayou Road and U.
S. Highway 98, Santa Rosa Beach, Florida in South Walton County. The Bank's
premises are owned by the Bank.

                                       1
<PAGE>

                                   Employees

      At December 31, 1996, Eufaula BancCorp and its subsidiaries employed 53
full-time employees and 6 part-time employees. Eufaula BancCorp considers its
relationship with its employees to be excellent.

      The Company provides a nonqualified Employee Stock Purchase Plan,
including employees of both subsidiary banks. The primary purpose is to enable
employees to participate in the ownership of the Company. Also, each subsidiary
bank has a noncontributory profit-sharing plan covering all employees subject to
certain minimum age and service requirements.

        CERTAIN REGULATORY CONSIDERATIONS RELATING TO EUFAULA BANCCORP

General

        As a bank holding company, Eufaula BancCorp is subject to the regulation
and supervision of the Federal Reserve Board (the "FRB") and the State of
Alabama Department of Banking (the "ADB"). The Subsidiary Banks are subject to
supervision and examination by applicable state and Federal banking agencies,
including the FRB, the Federal Deposit Insurance Corporation (the "FDIC"), the
ADB and the State of Florida Department of Banking (the "FDB"). The Subsidiary
Banks are also subject to various requirements and restrictions under Federal
and state law, including requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may be granted and the
interest that may be charged thereon, and limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of the
Subsidiary Banks. In addition to the impact of regulation, commercial banks are
affected significantly by the actions of the FRB as it attempts to control the
money supply and credit availability in order to influence the economy.

        The Bank Holding Company Act requires every bank holding company to
obtain the prior approval of the FRB before (i) it may acquire direct or
indirect ownership or control of more than 5% of the voting shares of any bank
that it does not already control; (ii) it or any of its subsidiaries, other than
a bank, may acquire all or substantially all of the assets of a bank; and (iii)
it may merge or consolidate with any other bank holding company. In addition, a
bank holding company is generally prohibited from engaging in, or acquiring,
direct or indirect control of the voting shares of any company engaged in
non-banking activities. This prohibition does not apply to activities found by
the FRB, by order or regulation, to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto. Some of the activities
that the FRB has determined by regulation or order to be closely related to
banking are: (i) making or servicing loans and certain types of leases; (ii)
performing certain data processing services; (iii) acting as fiduciary or
investment or financial advisor; (iv) providing discount brokerage services; (v)
underwriting bank eligible securities; (vi) underwriting debt and equity
securities on a limited basis through separately capitalized subsidiaries; and
(vii) making investments in corporations or projects designed primarily to
promote community welfare.

                                       2
<PAGE>

        In addition, the ADB requires information with respect to the financial
condition, operations, management and intercompany relationships of Eufaula
BancCorp and the Subsidiary Banks and related matters. The ADB may also require
such other information as is necessary to keep itself informed as to whether the
provisions of Alabama law and the regulations and orders issued thereunder by
the ADB have been complied with, and the ADB may examine Eufaula BancCorp.
Eufaula BancCorp is an "affiliate" of the Subsidiary Banks under the Federal
Reserve Act, which imposes certain restrictions on (i) loans by the Subsidiary
Banks to Eufaula BancCorp; (ii) investments in the stock or securities of
Eufaula BancCorp by the Subsidiary Banks; (iii) the Subsidiary Bank's taking the
stock or securities of an "affiliate" as collateral for loans by the Subsidiary
Banks to a borrower; and (iv) the purchase of assets from Eufaula BancCorp by
the Subsidiary Banks. Further, a bank holding company and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in connection with any
extension of credit, lease or sale of property or furnishing of services.

Payment of Dividends and Other Restrictions

        Eufaula BancCorp is a legal entity separate and distinct from its
subsidiaries. There are various legal and regulatory limitations under Federal
and state law on the extent to which Eufuala BancCorp's subsidiaries can pay
dividends or otherwise supply funds to Eufaula BancCorp.

        The principal source of Eufaula BancCorp's cash revenues is dividends
from its subsidiaries and there are certain limitations under Federal and state
laws on the payment of dividends by such subsidiaries. The prior approval of the
FRB or the applicable state commissioner, as the case may be, is required if the
total of all dividends declared by any state member bank of the Federal Reserve
System in any calendar year exceeds the Bank's net income (as defined) for that
year combined with its retained net income for the preceding two years, less any
required transfers to surplus or a fund for the retirement of any preferred
stock. The relevant Federal and state regulatory agencies also have authority to
prohibit a state member bank or bank holding company, which would include
Eufaula BancCorp and the Subsidiary Banks, from engaging in what, in the opinion
of such regulatory body, constitutes an unsafe or unsound practice in conducting
its business. The payment of dividends could, depending upon the financial
condition of the subsidiary, be deemed to constitute such an unsafe or unsound
practice.

      Eufaula Bank is subject to supervision and regular examination by the
ADB. Under the Alabama Banking Code, a state bank may not declare or pay a
dividend in excess of 90% of the net earnings of such bank until the surplus of
the bank is equal to at least 20% of its capital, and thereafter the prior
written approval of the Superintendent of Banks is required if the total of all
dividends declared by the bank in any calendar year exceeds the total of its net
earnings for that year combined with its retained net earnings for the preceding
two years less any required transfers to surplus. No dividends, withdrawals or
transfers may be made from the bank's surplus without prior written approval of
the Superintendent of Banks.

      American Bank is subject to supervision and regulation by the State of
Florida Department of Banking ("Florida Department"). Under the Florida
Banking Code, a state bank may, after making certain chargeoffs, declare a
dividend in an amount not to exceed its aggregate net profits of the period
combined with its retained net profits of the preceding two years and, with the
approval of the Florida Department, may declare a dividend from retained net
profits which accrued prior to the preceding two years, provided that the bank
carries 20% of its net profits for such preceding period to its surplus fund,
until the same shall at least equal the amount of its common and preferred stock
then issued and outstanding.

        Retained earnings of the Banks available for payment of cash dividends
under all applicable regulations without obtaining governmental approval were
approximately $1.89 million as of December 31, 1996.

                                       3
<PAGE>

        In addition, the Banks are subject to limitations under Section 23A of
the Federal Reserve Act with respect to extensions of credit to, investments in,
and certain other transactions with, Eufaula BancCorp. Furthermore, loans and
extensions of credit are also subject to various collateral requirements.

Capital Adequacy

        The FRB has adopted risk-based capital guidelines for bank holding
companies. The minimum ratio of total capital ("Total Capital") to risk-weighted
assets (including certain off-balance sheet items, such as standby letters of
credit) is 8%. At least half of the Total Capital is to be composed of common
stock, minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock and a limited amount of perpetual
preferred stock, less goodwill ("Tier I Capital"). The remainder may consist of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves.

        In addition, the FRB has established minimum leverage ratio guidelines
for bank holding companies. These guidelines for a minimum ratio of Tier I
Capital to total assets, less goodwill (the "Leverage Ratio") of 3% for bank
holding companies that meet certain specified criteria, including those having
the highest regulatory rating. All other bank holding companies generally are
required to maintain a Leverage Ratio of at least 3% plus an additional cushion
of 100 to 200 basis points. The guidelines also provide that bank holding
companies experiencing internal growth or making acquisitions will be expected
to maintain strong capital positions substantially above the minimum supervisory
levels without significant reliance on intangible assets. Furthermore, the FRB
has indicated that it will consider a "tangible Tier I capital leverage ratio"
(deducting all intangibles) and other indications of capital strength in
evaluating proposals for expansion or new activities.

        Effective December 19, 1992, a new Section 38 to the Federal Deposit
Insurance Act implemented the prompt corrective action provisions that Congress
enacted as a part of the Federal Deposit Insurance Corporation Improvement Act
of 1991 (the "1991 Act"). The "prompt corrective action" provisions set forth
five regulatory zones in which all banks are placed largely based on their
capital positions. Regulators are permitted to take increasingly harsh action as
a Bank's financial condition declines. Regulators are also empowered to place in
receivership or require the sale of a bank to another depository institution
when a bank's capital leverage ratio reaches two percent. Better capitalized
institutions are generally subject to less onerous regulation and supervision
than banks with less amounts of capital.

        The FDIC has adopted regulations implementing the prompt corrective
action provisions of the 1991 Act, which place financial institutions in the
following five categories based upon capitalization ratios: (i) a "well
capitalized" institution has a total risk-based capital ratio of at least 10%, a
Tier I risk-based ratio of at least 6% and a leverage ratio of at least 5%; (ii)
an "adequately capitalized" institution has a total risk-based capital ratio of
at least 8%, a Tier I risk-based ratio of at least 4% and a leverage ratio of at
least 4%; (iii) an "undercapitalized" institution has a total risk-based capital
ratio of under 8%, a Tier I risk-based ratio of under 4% or a leverage ratio of
under 4%; (iv) a "significantly undercapitalized" institution has a total
risk-based capital ratio of under 6%, a Tier I risk-based ratio of under 3% or a
leverage ratio of under 3%; and (v) a "critically undercapitalized" institution
has a leverage ratio of 2% or less. Institutions in any of the three
undercapitalized categories would be prohibited from declaring dividends or
making capital distributions. The FDIC regulations also establish procedures for
"downgrading" an institution to a lower capital category based on supervisory
factors other than capital.

                                       4
<PAGE>

        The downgrading of an institution's category is automatic in two
situations: (i) whenever an otherwise well-capitalized institution is subject to
any written capital order or directive; and (ii) where an undercapitalized
institution fails to submit or implement a capital restoration plan or has its
plan disapproved. The Federal banking agencies may treat institutions in the
well-capitalized, adequately capitalized and undercapitalized categories as if
they were in the next lower level based on safety and soundness considerations
relating to factors other than capital levels.

        All insured institutions regardless of their level of capitalization are
prohibited by the Federal Deposit Insurance Corporation Improvement Act of 1991
(the "FDIC Act") from paying any dividend or making any other kind of capital
distribution or paying any management fee to any controlling person if following
the payment or distribution the institution would be undercapitalized. While the
prompt corrective action provisions of the FDIC Act contain no requirements or
restrictions aimed specifically at adequately capitalized institutions, other
provisions of the FDIC Act and the agencies' regulations relating to deposit
insurance assessments, brokered deposits and interbank liabilities treat
adequately capitalized institutions less favorably than those that are
well-capitalized.

        Under the FDIC's regulations, all of the Subsidiary Banks are "well
capitalized" institutions.

Support of Subsidiary Banks

        Under the FRB policy, Eufaula BancCorp is expected to act as a source of
financial strength to, and to commit resources to support, each of the
Subsidiary Banks. This support may be required at times when, absent such FRB
policy, Eufaula BancCorp may not be inclined to provide it. In the event of a
bank holding company's bankruptcy, any commitment by the bank holding company to
a Federal bank regulatory agency to maintain the capital of a subsidiary bank
will be assumed by the bankruptcy trustee and entitled to a priority of payment.

        As a result of the enactment of Section 206 of the Financial
Institutions Reform, Recovery and Enforcement Act ("FIRREA") on August 9, 1989,
a depository institution insured by the FDIC can be held liable for any loss
incurred by, or reasonably expected to be incurred by, the FDIC after August 9,
1989 in connection with (i) the default of a commonly controlled FDIC-insured
depository institution or (ii) any assistance provided by the FDIC to any
commonly controlled FDIC-insured depository institution "in danger of default",
which is defined generally as the existence of certain conditions indicating
that a default is likely to occur in the absence of regulator assistance.

FDIC Insurance Assessments

        The Subsidiary Banks are subject to FDIC deposit insurance assessments
for the Bank Insurance Fund (the "BIF"). Since 1989, the annual FDIC deposit
insurance assessments increased from $.083 per $100 of deposits to a minimum
level of $.23 per $100, an increase of 177 percent. The FDIC implemented a
risk-based assessment system whereby banks are assessed on a sliding scale
depending on their placement in nine separate supervisory categories, from $.23
per $100 of deposits for the healthiest banks (those with the highest capital,
best management and best overall condition) to as much as $.31 per $100 of
deposits for the less-healthy institutions, for an average $.259 per $100 of
deposits.

                                       5
<PAGE>

        On August 8, 1995, the FDIC lowered the BIF premium for "healthy" banks
83% from $.23 per $100 in deposits to $.04 per $100 in deposits, while retaining
the $.31 level for the riskiest banks. The average assessment rate was therefore
reduced from $.232 to $.044 per $100 of deposits. The new rate took effect on
September 29, 1995. On November 14, 1995, the FDIC again lowered the BIF premium
for "healthy" banks from $.04 per $100 of deposits to zero for the highest rated
institutions (92% of the industry). As a result, each of the Subsidiary Banks
pay only the legally required annual minimum payment for insurance as of January
1997.

Recent Legislative and Regulatory Action

        On April 19,1995, the four Federal bank regulatory agencies adopted
revisions to the regulations promulgated pursuant to the Community Reinvestment
Act (the "CRA"), which are intended to set distinct assessment standards for
financial institutions. The revised regulations contains three evaluation tests:
(i) a lending test which will compare the institution's market share of loans in
low- and moderate-income areas to its market share of loans in its entire
service area and the percentage of a bank's outstanding loans to low- and
moderate-income areas or individuals; (ii) a services test which will evaluate
the provisions of services that promote the availability of credit to low- and
moderate-income areas; and (iii) an investment test, which will evaluate an
institution's record of investments in organizations designed to foster
community development, small- and minority-owned businesses and affordable
housing lending, including state and local government housing or revenue bonds.
The regulation is designed to reduce some paperwork requirements of the current
regulations and provide regulators, institutions and community groups with a
more objective and predictable manner with which to evaluate the CRA performance
of financial institutions. The rule became effective on January 1, 1996, at
which time evaluation under streamlined procedures were scheduled to begin for
institutions with assets of less than $250 million that are owned by a holding
company with total assets of less than $1 billion. Until the regulators release
guidelines for examiners that interpret the rules, it is unclear what effect, if
any, these regulations will have on Eufaula BancCorp and the Subsidiary Banks.
Congress and various Federal agencies (including, in addition to the bank
regulatory agencies, the Department of Housing and Urban Development, the
Federal Trade Commission and the Department of Justice) (collectively, the
"Federal Agencies") responsible for implementing the nation's fair lending laws
have been increasingly concerned that prospective home buyers and other
borrowers are experiencing discrimination in their efforts to obtain loans. In
recent years, the Department of Justice has filed suit against financial
institutions, which it determined had discriminated, seeking fines and
restitution for borrowers who allegedly suffered from discriminatory practices.
Most, if not all, of these suits have been settled (some for substantial sums)
without a full adjudication on the merits.

        On March 8, 1994, the Federal Agencies, in an effort to clarify what
constitutes lending discrimination and specify the factors the agencies will
consider in determining if lending discrimination exists, announced a joint
policy statement detailing specific discriminatory practices prohibited under
the Equal Opportunity Act and the Fair Housing Act. In the policy statement,
three methods of proving lending discrimination were identified: (i) evidence of
discrimination, when a lender blatantly discriminates on a prohibited basis;
(ii) evidence of disparate treatment, when a lender treats applicants
differently based on a prohibited factor even where there is no showing that the
treatment was motivated by prejudice or a conscious intention to discriminate
against a person; and (iii) evidence of disparate impact, when a lender applies
a practice uniformly to all applicants, but the practice has a discriminatory
effect, even where such practices are neutral on their face and are applied
equally, unless the practice can be justified on the basis of business
necessity.

                                       6
<PAGE>

        On September 23, 1994, President Clinton signed the Reigle Community
Development and Regulatory Improvement Act of 1994 (the "Regulatory Improvement
Act"). The Regulatory Improvement Act contains funding for community development
projects through banks and community development financial institutions and also
numerous regulatory relief provisions designed to eliminate certain duplicative
regulations and paperwork requirements. On September 29, 1994, President Clinton
signed the Reigle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Federal Interstate Bill") which amended Federal law to permit bank holding
companies to acquire existing banks in any state effective September 29, 1995,
and to permit any interstate bank holding company to merge its various bank
subsidiaries into a single bank with interstate branches after May 31, 1997.
States have the authority to authorize interstate branching prior to June 1,
1997, or, alternatively, to opt out of interstate branching prior to that date.

State Regulations

      The geographical areas in which a bank holding company may engage in
business through bank subsidiaries are a function of the relationship between
the banking laws of the state in which the bank holding company maintains its
principal place of business and the Holding Company Act. Subject to certain
exceptions and in all cases prior regulatory approval, a banking holding company
maintaining its principal place of business in the State of Alabama may engage
in statewide banking by (i) establishing de novo banks or acquiring existing
banks in other counties in the State of Alabama, (ii) causing one or more of its
banking subsidiaries to merge across county lines, or (iii) causing its banking
subsidiaries to establish branches in one or more counties.

Monetary Policy

        The earnings of Eufaula BancCorp are affected by domestic and foreign
economic conditions, particularly by the monetary and fiscal policies of the
United States government and its agencies.

        The FRB has had, and will continue to have, an important impact on the
operating results of commercial banks through its power to implement national
monetary policy in order, among other things, to mitigate recessionary and
inflationary pressures by regulating the national money supply. The techniques
used by the Federal Reserve Bank include setting the reserve requirements of
member banks and establishing the discount rate on member bank borrowings. The
FRB also conducts open market transactions in United States government
securities.

Future Requirements

        Statutes and regulations are regularly introduced which contain wide-
ranging proposals for altering the structure, regulations and competitive
relationships of the nation's financial institutions. It cannot be predicted
whether or in what form any proposed statute or regulation will be adopted or
the extent to which the business of Eufaula BancCorp or any of the Subsidiary
Banks may be affected by such statute or regulation.

                                       7
<PAGE>

Item 2. Properties

      The principal properties of the Company consist of the properties of the
Banks. For a description of the properties of the Banks, See "Item 1 - Business
of the Company and Subsidiary Banks - Properties" included elsewhere in this
Report.

Item 3. Legal Proceedings

      Neither the Company nor any of its subsidiary banks is a party to, nor is
any of their property the subject of, any material pending legal proceedings,
other than the ordinarily routine proceedings incidental to the business of the
Banks, nor to the knowledge of the management of the Company are any such
proceedings contemplated or threatened against it or its subsidiaries.

Item 4. Submission of Matters to a Vote of Shareholders

      At a called meeting of shareholders held on December 10, 1996, the
following items were unanimously approved by the shareholders:

      (1)    The following directors were elected for the terms indicated:

                          Director                               Term
             -----------------------------------        -----------------------

                   Greg Faison                                One year
                   Michael C. Dixon                           Two years
                   Robert M. Dixon                            Two years
                   James J. Jaxon, Jr.                        Two years
                   Janis R. Biggers                           Three years
                   Thomas Harris                              Three years
                   Frank McRight                              Three years

      (2)  Declaration of a two-for-one stock split on its outstanding shares of
           common stock, $1 par value, payable on December 20, 1996 to
           stockholders of record on December 13, 1996, and that this
           transaction be reflected on the Company's balance sheet as an
           increase of $676,602 to reflect the issuance of 676,602 shares of
           stock with a corresponding decrease of $676,602 in capital surplus.

      (3)  A resolution to amend the Certificate of Incorporation of Eufaula
           BancCorp to increase the number of shares of authorized common stock
           from two million shares of common stock, $1 par value, to five
           million shares of common stock, $1 par value.

      (4)  A resolution to amend the stock option plan of 1994 to provide that
           members of the Board of Directors of the corporation are eligible to
           be granted stock options pursuant to the terms of said stock option
           plan together with selected key employees or others to be named
           pursuant to said plan, with the allocation of such stock options to
           be in such amount and pursuant to such terms as Board of Directors,
           in their sole and unlimited discretion, shall deem necessary or
           proper for the purpose of effectuating and carrying out the intent
           and purposes of the resolution.

                                       8
<PAGE>

                                    PART II


Item 5. Market for the Registrant's Common Stock and Related
        Security Holder Matters

        (a)  In June 1996, the Company's common stock was approved for listing
             on the Nasdaq National Market System ("Nasdaq - NMS") under the
             symbol EUFA.

             Prior to the listing, quotations for the common stock were not
             reported on any market, and there was no established public trading
             market for the common stock.

             The following table sets forth: (a) the high and low bid prices for
             the common stock as quoted on Nasdaq-NMS during the periods since
             the common stock was listed; and (b) the amount of quarterly
             dividends declared on the common stock during the periods
             indicated.
<TABLE>
<CAPTION>
                                                                       Cash

            Calendar Period              Bid Prices                  Dividends
                                  ------------------------
                 1996                Low            High             Declared
            ----------------      ---------      ---------         ------------
<S>                               <C>            <C>               <C>
             Second quarter       $   9-1/4      $      10         $    0.05
             Third quarter           10-1/2         11-1/2              0.05
             Fourth quarter              12         13-1/2              0.05

</TABLE>
        (b)  As of March 1, 1997, there were approximately 306 holders of record
             of the Common Stock.

        (c)  The Company paid an annual dividend on its Common Stock of $.20 and
             $.18 per share for fiscal years 1996 and 1995, respectively.

                                       9
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

General

      The Company's principal asset is its ownership of the Banks. Accordingly,
the Company's results of operations are primarily dependent upon the results of
operations of the Banks. The Banks conduct a commercial banking business which
consists of attracting deposits from the general public and applying those funds
to the origination of commercial, consumer and real estate loans (including
commercial loans collateralized by real estate). The Banks' profitability
depends primarily on net interest income, which is the difference between
interest income generated from interest-earning assets (i.e., loans and
investments) less the interest expense incurred on interest-bearing liabilities
(i.e., customer deposits and borrowed funds). Net interest income is affected by
the relative amounts of interest-earning assets and interest-bearing
liabilities, and the interest rate paid and earned on these balances. Net
interest income is dependent upon the Banks' interest rate spread, which is the
difference between the average yield earned on its interest-earning assets and
the average rate paid on its interest-bearing liabilities. When interest-earning
assets approximates or exceeds interest-bearing liabilities, any positive
interest rate spread will generate interest income. The interest rate spread is
impacted by interest rates, deposit flows and loan demand. Additionally, and to
a lesser extent, the Banks' profitability is affected by such factors as the
level of noninterest income and expenses, the provision for loan losses and the
effective tax rate. Noninterest income consists primarily of loan and other fees
and income from the sale of investment securities. Noninterest expenses consist
of compensation and benefits, occupancy-related expenses, deposit insurance
premiums paid to the FDIC and other operating expenses.

Results of Operations For Years Ended December 31, 1996 and 1995

      The Company's results of operations are determined by its ability to
effectively manage interest income and expense, to minimize loan and investment
losses, to generate noninterest income and to control noninterest expense. Since
interest rates are determined by market forces and economic conditions beyond
the control of the Company, the ability to generate net interest income is
dependent upon the Bank's ability to obtain an adequate spread between the rate
earned on interest-earning assets and the rate paid on interest-bearing
liabilities. Thus, the key performance measure for net interest income is the
interest margin or net yield, which is taxable-equivalent net interest income
divided by average earning assets.

      The primary component of consolidated earnings is net interest income, or
the difference between interest income on interest-earning assets and interest
paid on interest-bearing liabilities. The net interest margin is net interest
income expressed as a percentage of average interest-earning assets.
Interest-earning assets consist of loans, investment securities and Federal
funds sold. Interest-bearing liabilities consist of deposits and other
short-term borrowings. A portion of interest income is earned on tax-exempt
investments, such as state and municipal bonds. In an effort to state this
tax-exempt income and its resultant yield on a basis comparable to all other
taxable investments, an adjustment is made to analyze this income on a
taxable-equivalent basis.

                                       10
<PAGE>

      The Company's net interest margin decreased 11 basis points or 2.00% to
5.39% in 1996 as compared to 5.50% in 1995. The yield on average
interest-earning assets decreased to 8.76% in 1996 as compared to 9.00% in 1995.
The interest rate paid on average interest-bearing liabilities decreased to
4.31% in 1996 as compared to 4.45% in 1995. Net interest income on a
taxable-equivalent basis was $4,801,000 in 1996 as compared to $4,491,000 in
1995, representing an increase of $310,000 or 6.90%. The increase resulted from
an increase of $327,000 generated on increased volume and a reduction of $17,000
due to a decrease in average yield.

      Average interest-earning assets increased $7,316,000 to $89,037,000 in
1996 from $81,721,000 in 1995, an increase of 8.95%. Average loans increased
$2,892,000; average investments increased $4,347,000; and average Federal funds
sold increased $77,000. The increase in average interest-earning assets was
funded by an increase of $7,826,000, or 9.90%, in average deposits to
$86,856,000 in 1996 from $79,030,000 in 1995. Approximately 21% of the average
deposits were noninterest-bearing deposits in 1996 and 1995.

      The allowance for loan losses represents a reserve for potential losses in
the loan portfolio. The adequacy of the allowance for loan losses is evaluated
periodically based on a review of all significant loans, with a particular
emphasis on nonaccruing, past due and other loans that management believes
require attention.

      The provision for loan losses is a charge to earnings in the current
period to replenish the allowance and maintain it at a level management has
determined to be adequate. The provision for loan losses charged to earnings
amounted to $81,000 in 1996 and $86,000 in 1995, representing a decrease of
5.81% in the provision. The decrease in the provision was attributed to a
decrease of 73.91% in net loan charge-offs to average loans outstanding and was
based upon management's evaluation of the loan portfolios and the potential loan
risk associated with certain loans. Net loan charge-offs amounted to
approximately $30,000 in 1996 as compared to net loan charge-offs of
approximately $107,000 in 1995. The allowance for loan losses as a percentage of
total loans outstanding amounted to 1.26% at December 31, 1996 as compared to
1.25% at December 31, 1995.

      The determination of the amounts allocated for loan losses is based upon
management's judgment concerning factors affecting loan quality and assumptions
about the local and national economy. Management considers the year-end
allowances adequate to cover potential losses in the loan portfolio.

      Noninterest income increased $86,000 to $874,000 in 1996 from $788,000 in
1995 due primarily to an increase of $62,000 in service charges on deposit
accounts. Net gains on sales of investment securities also increased $21,000.

      Noninterest expense increased $198,000 to $3,551,000 in 1996 from
$3,353,000 in 1995, due primarily to an increase in salaries and employee
benefits of $137,000. The increase in salaries and employee benefits was
attributable to a normal increase in salaries and related benefits for
employees.

                                       11
<PAGE>

      Average total assets increased 7.60% to $99,145,000 in 1996 as compared to
$92,139,000 in 1995. Average interest-earning assets increased 8.95% in 1996
over 1995. Loan demand was slightly weaker in 1996 than in 1995 as evidenced by
a loan to deposit ratio of 58% in 1996 as compared to 60% in 1995. As a result,
average investment securities increased 13.44% in 1996 over 1995 as compared to
an increase of only 3.38% in 1995 over 1994. Average Federal funds sold
increased $77,000 to $2,059,000 in 1996 from $1,982,000 in 1995.

Liquidity and Capital Resources

      Liquidity management involves the matching of the cash flow requirements
of customers who may be either depositors desiring to withdraw funds or
borrowers needing assurance that sufficient funds will be available to meet
their credit needs and the ability of the Company and the Banks to meet those
needs. The Company and the Banks seek to meet liquidity requirements primarily
through management of short-term investments (principally Federal funds sold)
and monthly amortizing loans. Another source of liquidity is the repayment of
maturing single payment loans. Also, the Banks maintain relationships with
correspondent banks which could provide funds on short notice, if needed.

      The liquidity and capital resources of the Company and the Banks are
monitored on a periodic basis by state and Federal regulatory authorities. As
determined under guidelines established by these regulatory authorities, the
Banks' liquidity ratio at December 31, 1996 was considered satisfactory. At that
date, the Banks' short-term investments were adequate to cover any reasonable
anticipated immediate need for funds. The Company and the Banks were aware of no
events or trends likely to result in a material change in their liquidity.
During 1996, the Company increased its capital by retaining earnings of $958,000
after payment of dividends. After recording a reduction in capital of $191,000
for unrealized losses on securities, net of taxes, total capital increased
$767,000 to $10,715,000 from $9,948,000 at December 31, 1995.

      At December 31, 1996, the Company had binding commitments for capital
expenditures of $420,000 related to a new branch location of American Bank. The
Company plans to raise approximately $6,000,000 in 1997 through a public stock
offering. The proceeds raised will be used for a potential bank acquisition.

      In accordance with risk capital guidelines issued by the Federal Reserve
Board, Eufaula BancCorp is required to maintain a minimum standard of total
capital to weighted risk assets of 8%. Additionally, all member banks must
maintain "core" or "Tier 1" capital of at least 4% of total assets ("leverage
ratio"). Member banks operating at or near the 4% capital level are expected to
have well-diversified risks, including no undue interest rate risk exposure,
excellent control systems, good earnings, high asset quality, and well managed
on- and off-balance sheet activities; and, in general, be considered strong
banking organizations with a composite 1 rating under the CAMEL rating system of
banks. For all but the most highly rated banks meeting the above conditions, the
minimum leverage ratio is to be 4% plus an additional 100 to 200 basis points.

                                       12
<PAGE>

      The following table summarizes the regulatory capital levels of the
Company at December 31, 1996.

<TABLE>
<CAPTION>

                                        Actual                         Required                        Excess
                               ----------------------          ----------------------         ----------------------
                                 Amount       Percent           Amount        Percent          Amount        Percent
                               ----------    --------          --------      --------         --------      --------
                                                                       (Dollars in Thousands)
                               -------------------------------------------------------------------------------------
<S>                            <C>           <C>               <C>           <C>              <C>           <C>
   Leverage capital            $ 9,259         9.42%           $ 3,995        4.00%           $ 5,264        5.42%
   Risk-based capital:
     Core capital                9,259        15.54              2,383        4.00              6,876       11.54
     Total capital               9,887        16.60              4,766        8.00              5,121        8.60
</TABLE>


      Each Bank also met its individual regulatory capital requirements at
December 31, 1996.

Average Balances and Net Income Analysis

      The following table sets forth the amount of the Company's interest income
or interest expense for each category of interest-earning assets and
interest-bearing liabilities and the average interest rate for total
interest-earning assets and total interest-bearing liabilities, net interest
spread and net yield on average interest-earning assets. Federally tax-exempt
income is presented on a taxable-equivalent basis assuming a 34% Federal tax
rate.

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                           -------------------------------------------------------------------------------------
                                                           1996                                          1995
                                           ----------------------------------------  -------------------------------------------
                                                                         (Dollars in Thousands)
                                           -------------------------------------------------------------------------------------
                                                         Interest        Average                      Interest        Average
                                            Average       Income/         Yield/         Average       Income/         Yield/
                                            Balance       Expense        Rate Paid       Balance       Expense        Rate Paid
                                           ---------     ----------      ----------     ----------    ----------      ----------
<S>                                        <C>           <C>             <C>            <C>           <C>             <C>
ASSETS
  Interest-earning assets:
    Loans, net of unearned interest        $   50,298    $    5,175       10.29  %      $   47,406    $    4,971       10.49  %
    Investment securities:
      Taxable                                  28,218         1,802        6.39             23,734         1,519        6.40
      Tax exempt                                8,462           718        8.48              8,599           752        8.75
    Federal funds sold                          2,059           105        5.10              1,982           112        5.65
                                           ----------    ----------                     ----------    ----------
        Total interest-earning assets          89,037         7,800        8.76             81,721         7,354        9.00
                                           ----------    ----------                     ----------    ----------
  Noninterest-earning assets:
    Cash                                        4,906                                        5,148
    Allowance for loan losses                    (637)                                        (610)
    Unrealized loss on available
      for sale securities                        (247)                                        (130)
    Other assets                                6,086                                        6,010
                                           ----------                                   ----------
        Total noninterest-earning assets       10,108                                       10,418
                                           ----------                                   ----------

        Total assets                       $   99,145                                   $   92,139
                                           ==========                                   ==========
</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>

                                                                              Year Ended December 31,
                                              --------------------------------------------------------------------------------------

                                                                 1996                                         1995
                                              -----------------------------------------    -----------------------------------------

                                                                              (Dollars in Thousands)
                                              --------------------------------------------------------------------------------------

                                                              Interest        Average                      Interest        Average
                                                Average        Income/        Yield/         Average       Income/         Yield/
                                                Balance        Expense       Rate Paid       Balance       Expense        Rate Paid
                                              ------------   -----------     ---------     ------------  ------------    -----------

<S>                                           <C>            <C>             <C>           <C>           <C>             <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY
  Interest-bearing liabilities:
    Savings and interest-bearing
      demand deposits                         $     32,620   $     1,047        3.21%      $     32,002  $      1,096        3.42%
    Time deposits                                   36,045         1,903        5.28             30,166         1,625        5.39
    Other borrowings                                   872            49        5.62              2,105           142        6.75
                                              ------------   -----------                   ------------  ------------
      Total interest-bearing liabilities            69,537         2,999        4.31             64,273         2,863        4.45
                                              ------------   -----------                   ------------  ------------

  Noninterest-bearing liabilities
    and stockholders' equity:
    Demand deposits                                 18,191                                       16,862
    Other liabilities                                1,086                                        1,749
    Stockholders' equity                            10,331                                        9,255
                                              ------------                                 ------------
      Total noninterest-bearing
        liabilities and stockholders'
        equity                                      29,608                                       27,866
                                              ------------                                 ------------

Total liabilities and stockholders'
  equity                                      $     99,145                                 $     92,139
                                              ============                                 ============
Interest rate spread                                                            4.45%                                        4.55%
                                                                             ========                                    =========
Net interest income                                          $     4,801                                 $      4,491
                                                             ===========                                 ============
Net interest margin                                                             5.39%                                        5.50%
                                                                             ========                                    =========
</TABLE>

                                       14
<PAGE>

Rate and Volume Analysis

      The following table reflects the changes in net interest income resulting
from changes in interest rates and from asset and liability volume. Federally
tax-exempt interest is presented on a taxable-equivalent basis assuming a 34%
Federal tax rate. The change in interest attributable to rate has been
determined by applying the change in rate between years to average balances
outstanding in the later year. The change in interest due to volume has been
determined by applying the rate from the earlier year to the change in average
balances outstanding between years. Thus, changes that are not solely due to
volume have been consistently attributed to rate.

<TABLE>
<CAPTION>

                                                                       Year Ended December 31,
                                      -----------------------------------------------------------------------------------------
                                                     1996 vs. 1995                                 1995 vs. 1994
                                      -------------------------------------------   -------------------------------------------
                                                                        (Dollars in Thousands)
                                      -----------------------------------------------------------------------------------------
                                        Increase            Changes Due To            Increase            Changes Due To
                                                     ----------------------------                  ----------------------------
                                       (Decrease)          Rate          Volume      (Decrease)          Rate          Volume
                                      -------------  ------------   -------------   -------------  -------------   ------------
<S>                                   <C>            <C>            <C>             <C>            <C>             <C>
Increase (decrease) in:
  Income from earning assets:
    Interest and fees on loans        $         204  $        (99)  $         303   $       1,065  $         584   $        481
    Interest on securities:
      Taxable                                   283            (4)            287             177            118             59
      Tax-exempt                                (34)          (22)            (12)             10              5              5
    Interest on Federal funds                    (7)          (11)              4              12             28            (16)
                                      -------------  ------------   -------------   -------------  -------------   ------------
           Total interest income                446          (136)            582           1,264            735            529
                                      -------------  ------------   -------------   -------------  -------------   ------------

Expense from interest-bearing liabilities:
  Interest on savings and interest-
    bearing demand deposits                     (49)          (70)             21              98             97              1
  Interest on time deposits                     278           (39)            317             625            459            166
  Interest on other borrowings                  (93)          (10)            (83)              5             (4)             9
                                      -------------  ------------   -------------   -------------  -------------   ------------
           Total interest expense               136          (119)            255             728            552            176
                                      -------------  ------------   -------------   -------------  -------------   ------------

           Net interest income        $         310  $        (17)  $         327   $         536  $         183   $        353
                                      =============  ============   =============   =============  =============   ============
</TABLE>

Noninterest Income

      Following is a comparison of noninterest income for 1996 and 1995.

<TABLE>
<CAPTION>
                                                                                                 1996                 1995
                                                                                          ----------------     ----------------
           <S>                                                                            <C>                  <C>
           Service charges on deposit accounts                                            $        745,546     $        683,704
           Insurance commissions                                                                     9,030               23,018
           Securities transactions, net                                                             27,470                5,567
           Other                                                                                    91,728               76,087
                                                                                          ----------------     ----------------
                                                                                          $        873,774     $        788,376
                                                                                          ================     ================
</TABLE>

                                       15
<PAGE>

Noninterest Expense

      Following is a comparison of noninterest expense for 1996 and 1995.

<TABLE>
<CAPTION>
                                                                                          1996                    1995
                                                                                   -----------------      -----------------
           <S>                                                                     <C>                    <C>
           Salaries and employee benefits                                          $       2,019,949      $       1,882,907
           Equipment and occupancy expense                                                   421,244                426,531
           Amortization of intangibles                                                        78,745                 78,746
           Accounting and legal                                                               93,714                124,142
           State and FDIC assessments                                                         20,143                100,620
           Other expenses                                                                    917,285                739,674
                                                                                   -----------------      -----------------
                                                                                   $       3,551,080      $       3,352,620
                                                                                   =================      =================
</TABLE>

Asset/Liability Management

      A principal objective of the Company's asset/liability management strategy
is to minimize its exposure to changes in interest rates by matching the
maturity and repricing horizons of interest-earning assets and interest-bearing
liabilities. At Eufaula Bank, this strategy is overseen in part through the
direction of the Investment Committee which establishes policies and monitors
results to control interest rate sensitivity. At American Bank, the strategy is
overseen by the Board of Directors with the direction and strategy being
directed principally by the President of the Bank.

      As part of the Banks' interest rate risk management policy, the Investment
Committee or Board examines the extent to which its assets and liabilities are
"interest rate-sensitive" and monitors its interest rate-sensitivity "gap". An
asset or liability is considered to be interest rate-sensitive if it will
reprice or mature within the time period analyzed, usually one year or less. The
interest rate-sensitivity gap is the difference between the interest-earning
assets and interest-bearing liabilities scheduled to mature or reprice within
such time period. A gap is considered positive when the amount of interest
rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities.
A gap is considered negative when the amount of interest rate-sensitive
liabilities exceeds the interest rate-sensitive assets. During a period of
rising interest rates, a negative gap would tend to adversely affect net
interest income, while a positive gap would tend to result in an increase in net
interest income. Conversely, during a period of falling interest rates, a
negative gap would tend to result in an increase in net interest income, while a
positive gap would tend to adversely affect net interest income. If the
Company's assets and liabilities were equally flexible and moved concurrently,
the impact of any increase or decrease in interest rates on net interest income
would be minimal.

                                       16
<PAGE>

      A simple interest rate "gap" analysis by itself may not be an accurate
indicator of how net interest income will be affected by changes in interest
rates. Accordingly, the Investment Committee or Board also evaluates how the
repayment of particular assets and liabilities is impacted by changes in
interest rates. Income associated with interest-earning assets and costs
associated with interest-bearing liabilities may not be affected uniformly by
changes in interest rates. In addition, the magnitude and duration of changes in
interest rates may have a significant impact on net interest income. For
example, although certain assets and liabilities may have similar maturities or
periods of repricing, they may react in different degrees to changes in market
interest rates. Interest rates on certain types of assets and liabilities
fluctuate in advance of changes in general market interest rates, while interest
rates on other types may lag behind changes in general market rates. In
addition, certain assets, such as adjustable rate mortgage loans, have features
((generally referred to as "interest rate caps") which limit changes in interest
rates on a short-term basis and over the life of the asset. In the event of a
change in interest rates, prepayment and early withdrawal levels also could
deviate significantly from those assumed in calculating the interest rate gap.
The ability of many borrowers to service their debts also may decrease in the
event of an interest rate increase.

      As of December 31, 1996, the Company's cumulative one-year interest rate
sensitivity gap ratio was 58%. This indicates that the Company's
interest-bearing liabilities will reprice during this period at a rate faster
than the Company's interest-earning assets. However, management believes that
the type and amount of the Company's interest rate-sensitive liabilities (a
significant portion of which are composed of money market, NOW and savings
accounts whose yields, to a certain extent, are subject to the discretion of
management) may reduce the potential impact that a rise in interest rates might
have on the Company's net interest income.

      The following table sets forth the distribution of the repricing of the
Company's earning assets and interest-bearing liabilities as of December 31,
1996, the interest rate sensitivity gap (i.e., interest rate sensitive assets
less interest rate sensitive liabilities), the cumulative interest rate
sensitivity gap ratio (i.e., interest rate sensitive assets divided by interest
rate sensitivity liabilities) and the cumulative sensitivity gap ratio. The
table also sets forth the time periods in which earning assets and liabilities
will mature or may reprice in accordance with their contractual terms. However,
the table does not necessarily indicate the impact of general interest rate
movements on the net interest margin since the repricing of various categories
of assets and liabilities is subject to competitive pressures and the needs of
the Banks' customers. In addition, various assets and liabilities indicated as
repricing within the same period may in fact reprice at different times within
such period and at different rates.

                                       17
<PAGE>

<TABLE>
<CAPTION>


                                                                                    At December 31, 1996
                                                        ----------------------------------------------------------------------------
                                                                                Maturing or Repricing Within
                                                        ----------------------------------------------------------------------------
                                                           Zero to          Three          One to          Over
                                                           Three           Months to        Five           Five
                                                           Months          One Year         Years          Years           Total
                                                         -----------     -------------    ---------      ---------     -------------
                                                                                   (Dollars in Thousands)
                                                         ---------------------------------------------------------------------------

<S>                                                      <C>             <C>            <C>           <C>             <C>
Earning assets:
  Interest-bearing deposits                              $      750      $       -      $       -      $       -      $      750
  Federal funds sold                                          1,375              -              -              -            1,375
  Investment securities                                         416           3,504          6,603         26,373          36,896
  Loans                                                      23,747           9,457         16,790          2,174          52,168
                                                         ----------      ----------     ----------     ----------      ----------
                                                             26,288          12,961         23,393         28,547          91,189
                                                         ----------      ----------     ----------     ----------      ----------
Interest-bearing liabilities:
  Interest-bearing demand deposits                           26,412              -              -              -           26,412
  Savings                                                     5,530              -              -              -            5,530
  Certificates less than $100,000                            11,843           8,771          5,265             -           25,879
  Certificates, $100,000 and over                             5,278           7,615            800             -           13,693
  Federal funds purchased and securities
    sold under agreements to repurchase                       2,675              -              -              -            2,675
                                                         ----------      ----------     ----------     ----------      ----------
                                                             51,738          16,386          6,065                         74,189
                                                         ----------      ----------     ----------     ----------      ----------
Interest rate sensitivity gap                            $  (25,450)     $   (3,425)    $   17,328     $   28,547     $    17,000
                                                         ==========      ==========     ==========      ========      ==========

Cumulative interest rate sensitivity gap                 $  (25,450)     $  (28,875)    $  (11,547)   $    17,000
                                                         ==========      ==========     ==========    ===========

Interest rate sensitivity gap ratio                            0.51            0.79           3.86            N/A
                                                         ==========      ==========       ========       ========

Cumulative interest rate sensitivity gap ratio                 0.51            0.58           0.84           1.23
                                                         ==========      ==========       ========       ========

</TABLE>

Maturities and Sensitivity of Loans to Changes in Interest Rates

     The Company's loan portfolio, as of December 31, 1996, was made up
primarily of short-term fixed rate loans or variable rate loans. The average
contractual life on instalment loans is approximately three years, while
mortgages are generally variable over one-to five-year periods. Total loans as
of December 31, 1996 are shown in the following table according to maturity
classifications: (i) one year or less, (ii) after one year through five years,
and (iii) after five years.

<TABLE>
<CAPTION>

                                                                                                              December 31,
                                                                                                                 1996
                                                                                                             (Dollars in
                                                                                                              Thousands)
                                                                                                          ----------------
 <S>                                                                                                      <C>
  Maturity:
    One year or less                                                                                       $        33,204
    After one year through five years                                                                               16,790
    After five years                                                                                                 2,174
                                                                                                           ---------------
                                                                                                           $        52,168
                                                                                                           ===============
</TABLE>



                                      18
<PAGE>

     The following table summarizes loans at December 31, 1996 with the due
dates after one year which (i) have predetermined interest rates and (ii) have
floating or adjustable interest rates.

<TABLE>
<CAPTION>


                                                                                                             December 31,
                                                                                                                 1996
                                                                                                              (Dollars in
                                                                                                              Thousands)
                                                                                                            -------------
         <S>                                                                                                <C>
         Predetermined interest rates                                                                       $      18,964
         Floating or adjustable interest rates                                                                         -
                                                                                                            -------------
                                                                                                            $      18,964
                                                                                                            =============

</TABLE>

Loan Portfolio

     The amount of loans outstanding at the indicated dates is shown in the
following table according to type of loans.


<TABLE>
<CAPTION>

                                                                                                       December 31,
                                                                                               ----------------------------
                                                                                                   1996            1995
                                                                                               ------------    ------------
                                                                                                  (Dollars in Thousands)
                                                                                               -----------------------------
       <S>                                                                                     <C>             <C>
       Commercial, financial and agricultural                                                  $   11,276      $     9,255
       Real estate - construction                                                                   2,896            5,311
       Real estate - mortgage                                                                      27,692           23,814
       Consumer instalment loans                                                                   10,468           10,045
       Other                                                                                           41              231
                                                                                               ------------    -------------
                                                                                                   52,373           48,656
       Unearned discount                                                                             (205)            (201)
       Allowance for loan losses                                                                     (656)            (605)
                                                                                               ------------    -------------
       Loans, net                                                                              $   51,512      $    47,850
                                                                                               ============    =============
</TABLE>


                                      19
<PAGE>

Nonperforming Loans

     The following table presents, at the dates indicated, the aggregate of
nonperforming loans for the categories indicated.

<TABLE>
<CAPTION>
                                                                                                       December 31,
                                                                                              -----------------------------
                                                                                                    1996            1995
                                                                                              --------------   ------------
                                                                                                  (Dollars in Thousands)
                                                                                              -----------------------------
       <S>                                                                                    <C>               <C>
       Loans accounted for on a nonaccrual basis                                              $          -      $         1

       Instalment loans and term loans contractually past due ninety
           days or more as to interest or principal payments and still accruing                         23            1,023

       Loans, the term of which have been renegotiated to provide a
           reduction or deferral of interest or principal because of
           deterioration in the financial position of the borrower                                       -                -

       Loans now current about which there are serious doubts as to the
           ability of the borrower to comply with present loan
           repayment terms                                                                               -                -


</TABLE>

     In the opinion of management, any loans classified by regulatory
authorities as substandard or special mention that have not been disclosed above
do not (i) represent or result from trends or uncertainties which management
reasonably expects will materially impact future operating results, liquidity or
capital resources, nor (ii) represent material credits about which management is
aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms. Any loans
classified by regulatory authorities as loss have been charged off.

Summary of Loan Loss Experience

     The provision for possible loan losses is created by direct charges to
operations. Losses on loans are charged against the allowance in the period in
which such loans, in management's opinion, become uncollectible. Recoveries
during the period are credited to this allowance. The factors that influence
management's judgment in determining the amount charged to operating expense are
past loan experience, composition of the loan portfolio, evaluation of possible
future losses, current economic conditions and other relevant factors. The
Company's allowance for loan losses was approximately $656,000 at December 31,
1996, representing 1.26% of year-end total loans outstanding compared with
approximately $605,000 at December 31, 1995, which represented 1.25% year end
total loans outstanding.



                                      20
<PAGE>

     The allowance for loan losses is reviewed quarterly based on management's
evaluation of current risk characteristics of the loan portfolio, as well as the
impact of prevailing and expected economic business conditions. Management
considers the allowance for loan losses adequate to cover possible loan losses
on each outstanding loan with particular emphasis on any problem loans.

Allocation of the Allowance for Loan Losses

     The following table sets forth the breakdown of the allowance for loan
losses by loan category for the periods indicated. Management believes the
allowance can be allocated only on an approximate basis. The allocation of the
allowance to each category is not necessarily indicative of future losses and
does not restrict the use of the allowance to absorb losses in any other
category.

<TABLE>
<CAPTION>



                                                                                         At December 31,
                                                                 ---------------------------------------------------------------
                                                                             1996                              1995
                                                                 -----------------------------     -----------------------------
                                                                                   Percent of                         Percent of
                                                                                    Loans in                           Loans in
                                                                                   Category to                       Category to
                                                                      Amount       Total Loans          Amount       Total Loans
                                                                 -------------     -------------   --------------    -----------
                                                                                     (Dollars in Thousands)
                                                                 ---------------------------------------------------------------
<S>                                                              <C>               <C>             <C>               <C>
Commercial, financial, industrial and agricultural               $         230           22%       $         212           19%
Real estate                                                                 98           58                   91           60
Consumer                                                                   164           20                  151           21
Unallocated                                                                164           -                   151           -
                                                                 --------------     -------------  --------------     ----------
                                                                 $         656         100%        $         605          100%
                                                                 ==============     =============  =============      ==========
</TABLE>

     The following table presents an analysis of the Company's loan loss
experience for the periods indicated:

<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                                                           -----------------------------------
                                                                                                 1996                 1995
                                                                                           -----------------  ----------------
                                                                                                 (Dollars in Thousands)
                                                                                           -----------------------------------
       <S>                                                                                 <C>                 <C>
       Average amount of loans outstanding                                                 $        50,298     $       47,406
                                                                                           ===============     ==============
       Balance of reserve for possible loan losses at beginning of period                              605                626
                                                                                           ---------------     --------------
       Charge-offs:
         Commercial, financial and agricultural                                                          6                 87
         Real estate                                                                                    -                  -
         Consumer                                                                                       40                 28
                                                                                           ---------------     --------------
                                                                                                        46                115
                                                                                           ---------------     --------------
       Recoveries:
         Commercial, financial and agricultural                                                          9                  5
         Real estate                                                                                    -                   1
         Consumer                                                                                        7                  2
                                                                                           ---------------     --------------
                                                                                                        16                  8
                                                                                           ---------------     --------------
       Net charge-offs                                                                                  30                107
                                                                                           ---------------     --------------
       Additions to reserve charged to operating expenses                                               81                 86
                                                                                           ---------------     --------------

       Balance of reserve for possible loan losses                                         $           656     $          605
                                                                                           ===============     ==============
       Ratio on net loan charge-offs to average loans                                                0.23%             0.23%
                                                                                           ===============     ==============
</TABLE>


                                      21
<PAGE>

Investment Portfolio

     The Company manages the mix of asset and liability maturities in an effort
to control the effects of changes in the general level of interest rates on net
interest income. See " - Asset/Liability Management." Except for its effect on
the general level of interest rates, inflation does not have a material impact
on the Company due to the rate variability and short-term maturities of its
earnings assets. In particular, approximately 64% of the loan portfolio is
comprised of loans which mature or reprice within one year or less. Mortgage
loans, primarily with five- to fifteen-year maturities, are also made on a
variable rate basis with rates being adjusted every one to five years.
Additionally, 7% of the investment portfolio matures within one year.

Types of Investments

     The amortized cost and fair value of securities are summarized as follows:

<TABLE>
<CAPTION>
                                                                                    Gross            Gross
                                                                Amortized         Unrealized       Unrealized            Fair
                                                                   Cost             Gains            Losses             Value
                                                          ------------------ ---------------- -----------------  -----------------
                     <S>                                  <C>                <C>              <C>                <C>
                     Securities Available for Sale
                       December 31, 1996:
                         U. S. Government and agency
                           securities                      $      23,516,656  $        39,018  $      (204,262)   $     23,351,412
                         Mortgage-backed securities                3,002,140            6,672          (13,860)          2,994,952
                         Other securities                            469,633           18,417                 -            488,050
                                                          ------------------ ---------------- -----------------  -----------------
                                                           $      26,988,429  $        64,107  $      (218,122)   $     26,834,414
                                                          ================== ================ =================  =================

                       December 31, 1995:
                         U. S. Government and agency
                           securities                      $      20,326,674  $       222,918  $       (93,445)   $     20,456,147
                         Mortgage-backed securities                3,115,904           18,503          (10,718)          3,123,689
                         Other securities                            462,657           27,693                 -            490,350
                                                          ------------------ ---------------- -----------------  -----------------
                                                           $      23,905,235  $       269,114  $      (104,163)   $     24,070,186
                                                          ================== ================ =================  =================
<CAPTION>

                                                                                     Gross            Gross
                                                                 Amortized         Unrealized       Unrealized            Fair
                                                                    Cost             Gains            Losses             Value
                                                           ------------------ ---------------- -----------------  -----------------
                     <S>                                   <C>                <C>              <C>                <C>
                     Securities Held to Maturity
                       December 31, 1996:
                         U. S. Government and agency
                           securities                       $         750,000  $             -  $       (11,095)   $        738,905
                         State and municipal securities             8,707,202          436,566           (3,415)          9,140,353
                         Mortgage-backed securities                   604,889            6,133           (5,891)            605,131
                                                           ------------------ ---------------- -----------------  -----------------
                                                            $      10,062,091  $       442,699  $       (20,401)   $     10,484,389
                                                           ================== ================ =================  =================

                       December 31, 1995:
                         U. S. Government and agency
                           securities                       $         750,000  $             -  $        (5,935)   $        744,065
                         State and municipal securities             8,413,513          324,481          (10,262)          8,727,732
                         Mortgage-backed securities                   723,656            7,202           (6,600)            724,258
                                                           ------------------ ---------------- -----------------  -----------------
                                                            $       9,887,169  $       331,683  $       (22,797)   $     10,196,055
                                                           ================== ================ =================  ==================
</TABLE>

                                      22
<PAGE>

Maturities

     The amounts of investment securities in each category as of December 31,
1996 are shown in the following table according to contractual maturity
classifications (1) one year or less, (2) after one year through five years, (3)
after five years through ten years, and (4) after ten years.

<TABLE>
<CAPTION>


                                                                     U.S. Treasury and
                                                                   Other U. S. Government                   State and
                                                                 Agencies and Corporations            Political Subdivisions
                                                                                    Yield                              Yield
                                                                  Amount             (1)             Amount           (1) (2)
                                                               ------------      -------------    ------------       -----------
                                                                                    (Dollars in Thousands)
                                                               -----------------------------------------------------------------
<S>                                                            <C>               <C>              <C>                <C>
Maturity:
  One year or less                                             $      2,495          6.42 %       $       100          7.50%
  After one year through five years                                   8,099          6.45               2,745          8.06
  After five years through ten years                                 17,595          6.46               5,110          8.03
  After ten years                                                       -              -                  752          8.75
                                                               ------------       ------------    ------------       -----------
                                                               $     28,189          6.45 %       $     8,707          8.10%
                                                               ============       ============    ============       ===========
</TABLE>


(1)   Yields were computed using coupon interest, adding discount accretion or
      subtracting premium amortization, as appropriate, on a ratable basis over
      the life of each security. The weighted average yield for each maturity
      range was computed using the acquisition price of each security in that
      range.

(2)   Yields on securities of state and political subdivisions are stated on a
      taxable equivalent basis using a tax rate of 34%.



                                      23
<PAGE>

Deposits

     Average amount of deposits and average rate paid thereon, classified as to
noninterest-bearing demand deposits, interest-bearing demand and savings
deposits and time deposits for the periods indicated are presented below.

<TABLE>
<CAPTION>

                                                                                       Year Ended December 31,
                                                                  --------------------------------------------------------------
                                                                               1996                              1995
                                                                  -------------------------------   ----------------------------
                                                                       Amount           Rate             Amount           Rate
                                                                  ---------------    ------------   ---------------    ---------
                                                                                       (Dollars in Thousands)
                                                                  --------------------------------------------------------------
<S>                                                               <C>                <C>            <C>                <C>
Noninterest-bearing demand deposits                               $        18,191          - %      $        16,862          - %
Interest-bearing demand and savings deposits                               32,620        3.21                32,002        3.42
Time deposits                                                              36,045        5.28                30,166        5.39
                                                                  ---------------                   ---------------
          Total deposits                                          $        86,856                   $        79,030
                                                                  ===============                   ===============
</TABLE>
     The Company has a large, stable base of time deposits, with little or no
dependence on volatile deposits of $100,000 or more. The time deposits are
principally certificates of deposit and individual retirement accounts obtained
from individual customers.

     The amounts of time certificates of deposit issued in amounts of $100,000
or more as of December 31, 1996, are shown below by category, which is based on
time remaining until maturity of (i) three months or less, (ii) over three
through twelve months and (iii) over twelve months.

<TABLE>
<CAPTION>
                                                                                                             December 31,
                                                                                                                 1996
                                                                                                           --------------
                                                                                                             (Dollars in
                                                                                                             Thousands)
                                                                                                           --------------
          <S>                                                                                              <C>
          Three months or less                                                                             $        5,278
          Over three through twelve months                                                                          7,615
          Over twelve months                                                                                          800
                                                                                                           --------------
                      Total                                                                                $       13,693
                                                                                                           ==============
</TABLE>


                                      24
<PAGE>

Return on Assets and Stockholders' Equity

     The following table shows return on assets (net income divided by average
total assets), return on equity (net income divided by average stockholders'
equity), dividend payout ratio (dividends declared per share divided by net
income per share) and stockholders' equity to asset ratio (average stockholders'
equity divided by average total assets) for the periods indicated.

<TABLE>
<CAPTION>


                                                                         Year Ended December 31,
                                                                       --------------------------
                                                                          1996            1995
                                                                       ---------       ----------
<S>                                                                    <C>            <C>
Return on assets                                                           1.24%           1.21%

Return on equity                                                          11.90           12.02

Dividends payout                                                          23.26           22.22

Equity to assets ratio                                                    10.42           10.04
</TABLE>



Commitments and Lines of Credits

     In the ordinary course of business, the Banks have granted commitments to
extend credit to approved customers. Generally, these commitments to extend
credit have been granted on a temporary basis for seasonal or inventory
requirements and have been approved by each Bank's respective Board of
Directors. The Banks have also granted commitments to approved customers for
standby letters of credit. These commitments are recorded in the financial
statements when funds are disbursed or the financial instruments become payable.
The Banks use the same credit policies for these off-balance sheet commitments
as they do for financial instruments that are recorded in the consolidated
financial statements. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Because many of the
commitment amounts expire without being drawn upon, the total commitment amounts
do not necessary represent future cash requirements.

      Following is a summary of the commitments outstanding at December 31, 1996
and 1995.


<TABLE>
<CAPTION>

                                                                                                       December 31,
                                                                                              -----------------------------
                                                                                                  1996              1995
                                                                                              --------------   ------------
                                                                                                  (Dollars in Thousands)
                                                                                              -----------------------------

      <S>                                                                                     <C>               <C>
      Loans sold with recourse                                                                $     1,909       $     1,466
      Commitments to extend credit                                                                  7,972             8,770
      Standby letters of credit                                                                     1,390             1,273
                                                                                              -----------       -----------
                                                                                              $    11,271       $    11,509
                                                                                              ===========       ===========
</TABLE>



                                      25
<PAGE>

Impact of Inflation

     The consolidated financial statements and related consolidated financial
data presented herein have been prepared in accordance with generally accepted
accounting principles and practices within the banking industry which require
the measurement of financial position and operating results in terms of
historical dollars without considering the changes in the relative purchasing
power of money over time due to inflation. Unlike most industrial companies,
virtually all the assets and liabilities of a financial institution are monetary
in nature. As a result, interest rates have a more significant impact on a
financial institution's performance than the effects of general levels of
inflation.


Item 7. Financial Statements and Supplementary Data

     The following consolidated financial statements of the Company and its
subsidiaries are included on pages F-1 through F-28 of this Annual Report on
Form 10-KSB:

     Consolidated Balance Sheets - December 31, 1996 and 1995

     Consolidated Statements of Income - Years Ended December 31, 1996 and 1995

     Consolidated Statements of Stockholders' Equity - Years Ended December 31,
     1996 and 1995

     Consolidated Statements of Cash Flows - Years Ended December 31, 1996 and
     1995

     Notes to Consolidated Financial Statements.

Item 8. Disagreement on Accounting and Financial Disclosure

     During 1996, the Company did not change its accountants and there was no
disagreement on any matter of accounting principles or practices for financial
statement disclosure that would have required the filing of a current report on
Form 8-K.


                                      26
<PAGE>

                                   PART III

Item 9. Directors and Executive Officers of the Company

      The following table sets forth certain information on the current
directors and executive officers of the Company.

<TABLE>
<CAPTION>
                                                                            Principal Occupation or                     Director
                    Name                            Age                Employment During Last Five Years                 Since
----------------------------------------------     ----       ----------------------------------------------------     ----------
<S>                                                  <C>      <C>                                                          <C>
Michael C. Dixon                                     55       Secretary-Treasurer, M. C. Dixon                             1988
 (1)                                                          Lumber Co., Inc.

Robert M. Dixon                                      64       President, M. C. Dixon Lumber Co., Inc.                      1988
 (1)

Gregory B. Faison                                    49       President and Chief Executive Officer of the                 1988
                                                              Company and Eufaula Bank and Trust Company

James J. Jaxon, Jr.                                  49       President, J. J. Jaxon Co., Inc.; General Partner,           1988
                                                              Memory Gardens of Eufaula

Janis Biggers                                        45       Certified Public Accountant, Partner,                        1993
                                                              Coates, McCallar and Biggers

Thomas Harris                                        49       Senior Managing Director of Merchant Capital                 1996

Frank McRight                                        58       Attorney, Partner, McRight, Jackson, Dorman,                 1996
                                                              Myrick & Moore, L.L.C.

Edward D. Garrison                                   44       Vice President; Vice President of                             -
                                                              Eufaula Bank and Trust Company

Gloria A. Hagler                                     55       Vice President; Vice President and Comptroller                -
                                                              of Eufaula Bank and Trust Company

Charles R. Schaeffer                                 39       Chief Operating Officer of Eufaula Bank and                   -
                                                              Trust Company
</TABLE>


(1)   Michael C. Dixon and Robert M. Dixon are brothers.

                                       27
<PAGE>

Item 10. Executive Compensation

      The following table sets forth information as to all cash and noncash
compensation paid or accrued during each of the last three fiscal years to the
Company's Chief Executive Officer. There were no other executive officers whose
compensation exceeded $100,000.

<TABLE>
<CAPTION>
                                                        Summary Compensation Table

                                             Annual Compensation                    Awards              Payouts
                                  -----------------------------------------
                                                                  Other                                               All Other
                                                                  Annual     Restricted                                Annual
     Name and                                                     Compen-      Stock      Options/       LTIP         Compen-
Principal Position       Year        Salary        Bonus          sation       Award        SARs        Payouts        sation
-------------------      ----     ----------   ----------      ---------    -----------   --------   ----------   ---------------
<S>                      <C>      <C>           <C>            <C>          <C>             <C>      <C>          <C>
Gregory B. Faison        1996     $  111,258   $   55,953      $   5,220    $      -        26,000   $        -   $          -

                         1995        105,960       52,779          4,756           -         8,000            -              -

                         1994        100,960       51,015          4,316           -         3,000            -              -
</TABLE>

Item 11. Security Ownership of Certain Beneficial Owners and
         Management

Principal Shareholders

      The following table sets forth certain information regarding the
beneficial ownership of the common stock as of December 31, 1996, by each person
who is known to the Board of Directors of the Company to own beneficially five
percent (5%) or more of the outstanding common stock.

<TABLE>
<CAPTION>
                                                                                       Number of
                                                                                       Shares of
                                                                                      Common Stock
                                                                                      Beneficially             Percent of
                      Name and Address of Beneficial Owner                               Owned                  Class (1)
------------------------------------------------------------------------             ------------           ----------------
<S>                                                                                     <C>                       <C>
Michael C. Dixon                                                                        157,867                   11.67 %
Robert M. Dixon                                                                         156,918                   11.60 %
Cede & Company                                                                          264,662                   19.56 %
</TABLE>

                                       28
<PAGE>

Security Ownership of Management and Others

     The following table sets forth certain information with respect to the
beneficial ownership of the common stock, as of the record date, by directors,
nominees for election as directors, executive officers named in the Summary
Compensation Table and by all directors and executive officers as a group.

<TABLE>
<CAPTION>

                                                                                              Common Stock
                                                                                              Beneficially
                                                                                              Owned as of
                                                     Position with                            December 31,            Class (1)
    Name of Beneficial Owner                          the Company                                1996                 Percent of
-------------------------------------     -----------------------------------------------    --------------           ----------
<S>                                       <C>                                                    <C>                   <C>
Michael C. Dixon (2)                      Director                                               157,862               11.67 %
Robert M. Dixon (3)                       Director                                               156,918               11.60 %
Gregory B. Faison (4)                     President, Chief Executive Officer and Director         72,262                5.32 %
James J. Jaxon, Jr. (5)                   Director                                                13,075                0.97 %
Janis Biggers                             Director                                                 1,773                0.13 %
Thomas Harris                             Director                                                     -                   - %
Frank McRight                             Director                                                     -                   - %
All directors and executive                                                                      401,890               28.16 %
  officers as a group (7 persons
  including those listed above)
</TABLE>


(1)   Based on 1,353,204 shares of common stock outstanding and 74,000
      exercisable stock options granted to officers of the Company. Except as
      otherwise specified, each individual has sole and direct beneficial
      ownership interest and voting rights with respect to all shares of common
      stock indicated.

(2)   Includes 2,712 shares held for the estate of his deceased father
      (1/2interest) and 8,168 shares held as custodian for his children, but
      does not include 1,360 shares held by his wife.

(3)   Includes 2,712 shares held for the estate of his deceased father
      (1/2interest), but does not include 3,192 shares owned by his wife.

(4)   Includes options to purchase 26,000 shares and 400 shares held jointly
      with his wife as custodians for their children.

(5)   Includes 8,502 shares held as custodian for his children.

                                       29
<PAGE>

Item 12. Certain Relationships and Related Transactions


      Officers and directors of the Company and the Banks and their associates
are customers of and have transactions with the Banks in the ordinary course of
business, and may continue to do so in the future. All outstanding loans and
commitments included in such transactions were made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than normal risk of collectibility or
present other unfavorable features.


                                       30
<PAGE>

                                    PART IV

Item 13. Exhibits and Reports on Form 8-K.

(a)   Exhibits required by Item 601 of Regulation S-B.

<TABLE>
<CAPTION>

Exhibit
  No.                                Description
-------                        -----------------------------------------------------------------------------------------------------

<S>                            <C>
  3.1                          Articles of Incorporation of the Registrant, as amended through April 30, 1993 (filed as Exhibit 3.1
                               to the Registrant's Annual Report on Form 10-KSB (File Number 33-23062), filed with the Commission on

                               April 29, 1994 and incorporated herein by reference. )

  3.1a                         Certificate of Amendment of Certificate of Incorporation of the Registrant effective December 24,
                               1996.

  3.2                          Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-KSB (File

                               Number 33-23062), filed with the Commission on April 29, 1994 and incorporated herein by reference.)

  10.1                         Eufaula Bank & Trust Company Employee stock Purchase Plan (filed as Exhibit 10.1 to the Registrant's
                               Annual Report on Form 10-KSB (File Number 33-23062), filed with the Commission on April 29, 1994 and
                               incorporated herein by reference.)

  10.2                         Eufaula Bank & Trust Company Profit-Sharing Retirement Plan (filed as Exhibit 10.2 to the
                               Registrant's Annual Report on Form 10-KSB (File Number 33-23062), filed with the Commission on April
                               29, 1994 and incorporated herein by reference.)

  10.3                         Registrant's Stock Option Agreement (filed as Exhibit 10.3 to the Registrant's Annual Report on Form
                               10-KSB (File Number 33-23062), filed with the Commission on April 29, 1994 and incorporated herein
                               by reference.)

  10.4                         Deferred Compensation Agreement between Eufaula Bank & Trust Company and Director (Sample Form)
                               (filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-KSB (File Number 33-23062),
                               filed with the Commission on April 29, 1994 and incorporated herein by reference.)

  10.5                         Deferred Compensation Agreement between Eufaula Bank & Trust Company and Director (Sample Form)
                               effective July 23, 1996.

  21                           Subsidiaries of the Registrant. (filed as Exhibit 21 to the Registrant's Annual Report on Form 10-KSB

                               (File Number 33-23062), filed with the Commission on April 29, 1994 and incorporated herein by
                               reference.)

  24                           Power of Attorney relating to this Annual Report on Form 10-KSB is set forth on the signature pages
                               to this Annual Report.

  27                           Financial Data Schedule
</TABLE>

  (b) The Registrant did not file any reports on Form 8-K during the last
      quarter of the period covered by this Report.

                                       31
<PAGE>

                                  SIGNATURES

      Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Registrant has duly caused this
Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            EUFAULA BANCCORP, INC.


Date: March 13, 1997      By: /s/ Gregory B. Faison
     ----------------        -------------------------------------------------
                          Gregory B. Faison, President,
                          Chief Executive Officer and Director


                               POWER OF ATTORNEY

      KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory B. Faison as his attorney-in-fact, acting
with full power of substitution for him in his name, place and stead, in any and
all capacities, to sign any amendments to this Form 10-KSB and to file the same,
with exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratifies and confirms all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue thereof.

      Pursuant to the requirements of the Exchange Act, this Form 10-KSB has
been signed by the following persons in the capacities and on the dates
indicated.

Date: March 13, 1997         /s/ Gregory B. Faison
     ------------------      --------------------------------------------------
                             Gregory B. Faison, President
                             Chief Executive Officer and Director

Date: March 13, 1997         /s/ Janis Biggers, Director
     ------------------      --------------------------------------------------
                             Janis Biggers, Director

Date: March 13, 1997         /s/ Michael C. Dixon
     ------------------      --------------------------------------------------
                             Michael C. Dixon, Director

Date: March 13, 1997         /s/ Robert M. Dixon
     ------------------      --------------------------------------------------
                             Robert M. Dixon, Director

Date: March 13, 1997
     ------------------      --------------------------------------------------
                             Thomas Harris, Director

Date: March 13, 1997         /s/ James J. Jaxon. Jr.
     ------------------      --------------------------------------------------
                             James J. Jaxon, Jr., Director

Date: March 13, 1997         /s/ Frank McRight
     ------------------      --------------------------------------------------
                             Frank McRight, Director

                                       32
<PAGE>

                            EUFAULA BANCCORP, INC.

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

 Exhibit
   No.                        Description
---------               --------------------------------------------------------
<S>                     <C>
  3.1                   Articles of Incorporation of the Registrant, as amended
                        through April 30, 1993 (filed as Exhibit 3.1 to the
                        Registrant's Annual Report on Form 10-KSB (File Number
                        33-23062), filed with the Commission on April 29, 1994
                        and incorporated herein by reference).

  3.1a                  Certificate of Amendment of Certificate of Incorporation
                        of the Registrant effective December 24, 1996.

  3.2                   Bylaws of the Registrant (filed as Exhibit d.2 to the
                        Registrant's Annual Report on Form 10-KSB (File Number
                        33-23062), filed with the Commission on April 29, 1994
                        and incorporated herein by reference).

 10.1                   Eufaula Bank & Trust Company Employee Stock Purchase
                        Plan (filed as exhibit 10.1 to the Registrant's Annual
                        Report on Form 10-KSB (File Number 33-23062), filed with
                        the Commission on April 29, 1994 and incorporated herein
                        by reference).

 10.2                   Eufaula Bank & Trust Company Profit-Sharing Retirement
                        Plan (filed as Exhibit 10.2 to the Registrant's Annual
                        Report on Form 10-KSB (File Number 33-23062), filed with
                        the Commission on April 29, 1994 and incorporated herein
                        by reference).

 10.3                   Registrant's Stock Option Agreement (filed as Exhibit
                        10.3 to the Registrant's Annual Report on Form 10-KSB
                        (File Number 33-23062), filed with the Commission on
                        April 29, 1994 and incorporated herein by reference).

 10.4                   Deferred Compensation Agreement between Eufaula Bank &
                        Trust Company and Director (Sample Form) (filed as
                        Exhibit 10.4 to the Registrant's Annual Report on Form
                        10-KSB (File Number 33-23062), filed with the Commission
                        on April 29, 1994 and incorporated herein by reference).

 10.5                   Deferred Compensation Agreement between Eufaula Bank &
                        Trust Company and Director (Sample Form) effective July
                        23, 1996.

 21                     Subsidiaries of the Registrant (filed as Exhibit 21 to
                        the Registrant's Annual Report on Form 10-KSB (File
                        Number 33-23062), filed with the Commission on April 29,
                        1994 and incorporated herein by reference).

 24                     Power of Attorney relating to this Annual Report on Form
                        10-KSB is set forth on the signature pages to this
                        Annual Report.

 27                     Financial Data Schedule
</TABLE>

                                       33
<PAGE>

                            EUFAULA BANCCORP, INC.

                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

Consolidated financial statements:

  Independent Auditor's Report
  Consolidated Balance Sheets - December 31, 1996 and 1995 Consolidated
  Statements of Income - Years ended December 31, 1996 and 1995 Consolidated
  Statements of Stockholders' Equity - Years ended December 31, 1996 and 1995
  Consolidated Statements of Cash Flows - Years ended December 31, 1996 and 1995
  Notes to Consolidated Financial Statements

All schedules are omitted as the required information is inapplicable or the
information is presented in the financial statements or related notes.

                                      F-1
<PAGE>

                         INDEPENDENT AUDITOR'S REPORT

--------------------------------------------------------------------------------



To the Board of Directors
Eufaula BancCorp, Inc.
Eufaula, Alabama


               We have audited the accompanying consolidated balance sheets of
Eufaula BancCorp, Inc. and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of income, stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.


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


               In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Eufaula
BancCorp, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.






Albany, Georgia
February 13, 1997



                                      F-2
<PAGE>

                            EUFAULA BANCCORP, INC.
                               AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>

                    ASSETS                           1996          1995
                                                 ------------   -----------
<S>                                              <C>            <C>
Cash and due from banks                          $  7,320,627   $ 7,215,042
Interest-bearing deposits in banks                    750,000       250,000
Federal funds sold                                  1,375,000       800,000
Securities available for sale,
    at fair value (Note 2)                         26,834,414    24,070,186
Securities held to maturity, at cost
    (fair value $10,484,389 and
    $10,196,055) (Note 2)                          10,062,091     9,887,169

Loans (Note 3)                                     52,167,811    48,454,746
Less allowance for loan losses                        656,256       605,163
                                                 ------------   -----------
          Loans, net                               51,511,555    47,849,583
                                                 ------------   -----------

Premises and equipment, net (Note 4)                2,413,164     2,067,415
Other real estate                                     804,435            -
Other assets                                        3,744,747     3,179,220
                                                 ------------   -----------

                                                 $104,816,033   $95,318,615
                                                 ============   ===========
      LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
    Noninterest-bearing demand                   $ 18,783,155   $18,570,522
    Interest-bearing demand                        26,412,239    26,282,705
    Savings                                         5,530,097     4,757,333
    Time, $100,000 and over                        13,692,689    11,693,517
    Other time                                     25,879,298    22,310,155
                                                 ------------   -----------
              Total deposits                       90,297,478    83,614,232
    Federal funds purchased                         1,200,000       550,000
    Securities sold under repurchase
        agreements                                  1,475,000            -
    Other liabilities                               1,128,704     1,206,599
                                                 ------------   -----------

              Total liabilities                    94,101,182    85,370,831
                                                 ------------   -----------

Commitments and contingent liabilities (Note 9)

Stockholders' equity
    Preferred stock, par value $.10;
        50,000 shares authorized, none issued
    Common stock, par value $1; 5,000,000 shares
        authorized, 1,353,204 and 676,602 shares
        issued, respectively                        1,353,204       676,602
    Surplus                                           232,587       909,189
    Retained earnings                               9,221,469     8,263,021
    Unrealized gains (losses) on securities
        available for sale, net of taxes              (92,409)       98,972
                                                 ------------   -----------
          Total stockholders' equity               10,714,851     9,947,784
                                                 ------------   -----------
                                                 $104,816,033   $95,318,615
                                                 ============   ===========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-3

<PAGE>

                            EUFAULA BANCCORP, INC.
                               AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                    YEARS ENDED DECEMBER 31, 1996 AND 1995

================================================================================

<TABLE>
<CAPTION>
                                                                              1996            1995
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
Interest income
  Interest and fees on loans                                              $  5,175,472    $  4,970,628
  Interest on taxable securities                                             1,776,018       1,495,560
  Interest on nontaxable securities                                            473,567         495,656
  Interest on deposits in other banks                                           26,085          22,860
  Interest on Federal funds sold                                               105,007         122,292
                                                                          ------------    ------------
                                                                             7,556,149       7,096,996
                                                                          ------------    ------------
Interest expense
  Interest on deposits                                                       2,950,361       2,720,989
  Interest on Federal funds purchased                                           24,265          40,548
  Interest on securities sold under repurchase agreements                       24,650               -
  Interest on other borrowings                                                       -         101,455
                                                                          ------------    ------------
                                                                             2,999,276       2,862,992
                                                                          ------------    ------------

     Net interest income                                                     4,556,873       4,234,004
Provision for loan losses (Note 3)                                              81,000          86,150
                                                                          ------------    ------------
     Net interest income after provision for loan losses                     4,475,873       4,147,854
                                                                          ------------    ------------

Other income
  Service charges on deposit accounts                                          745,546         683,704
  Insurance commissions                                                          9,030          23,018
  Security transactions, net                                                    27,470           5,567
  Other                                                                         91,728          76,087
                                                                          ------------    ------------
                                                                               873,774         788,376
                                                                          ------------    ------------

Other expenses
  Salaries and employee benefits                                             2,019,949       1,882,907
  Equipment and occupancy expense                                              421,244         426,531
  Amortization of intangibles                                                   78,745          78,746
  Legal and professional expense                                                93,714         124,142
  State and FDIC assessments                                                    20,143         100,000
  Other operating expense                                                      917,285         739,674
                                                                          ------------    ------------
                                                                             3,551,080       3,352,620
                                                                          ------------    ------------

     Income before income taxes                                              1,798,567       1,583,610

Applicable income taxes (Note 7)                                               569,478         471,325
                                                                          ------------    ------------

     Net income                                                           $  1,299,089    $  1,112,285
                                                                          ============    ============

Net income per common share and common share equivalent
  Primary                                                                 $       0.86    $       0.81
                                                                          ============    ============
  Fully diluted                                                           $       0.84    $       0.80
                                                                          ============    ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-4
<PAGE>

                            EUFAULA BANCCORP, INC.
                               AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    YEARS ENDED DECEMBER 31, 1996 AND 1995

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          Unrealized
                                                                                                            Gains
                                                                                                         (Losses) on
                                                                                                          Securities
                                                     Common Stock                                         Available
                                              ---------------------------      Capital      Retained       for Sale,
                                                 Shares        Par Value       Surplus      Earnings     Net of Taxes       Total
                                              -----------     -----------    ----------    -----------   ------------  ------------
<S>                                           <C>              <C>           <C>           <C>           <C>           <C>
Balance, December 31, 1994                       676,602       $  676,602    $  909,189    $ 7,387,547   $ (411,675)   $  8,561,663
  Net income                                         --               --            --       1,112,285          --        1,112,285
  Cash dividend declared,
    $.18 per share                                   --               --            --        (236,811)         --         (236,811)
  Net charge in unrealized gains
    on securities available-for-sale,
    net of tax                                       --               --            --             --       510,647         510,647
                                              -----------     -----------    ----------    -----------   ----------    ------------
Balance, December 31, 1995                       676,602          676,602       909,189      8,263,021       98,972       9,947,784
  Net income                                         --               --            --       1,229,089          --        1,229,089
  Cash dividend declared,
    $.20 per share                                   --               --            --        (270,641)         --         (270,641)
  Net change in unrealized (losses)
    on securities available-for-sale,
    net of tax                                       --               --            --             --      (191,381)       (191,381)
Two-for-one common stock
    split                                        676,602          676,602      (676,602)           --           --              --
                                              -----------     -----------    ----------     ----------   ----------   ------------
Balance, December 31, 1996                     1,353,204       $1,353,204    $  232,587     $9,221,469   $  (92,409)   $ 10,714,851
                                              ===========     ===========    ==========     ==========   ==========   ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-5
<PAGE>

                            EUFAULA BANCCORP, INC.
                               AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED DECEMBER 31, 1996 AND 1995

================================================================================
<TABLE>
<CAPTION>
                                                                      1996            1995
                                                                 ------------    ------------
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                     $  1,229,089    $  1,112,285
                                                                 ------------    ------------
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation                                                      184,564         160,057
    Amortization                                                       78,745          78,746
    Provision for loan losses                                          81,000          86,150
    Provision for deferred taxes                                         (913)        (10,813)
    Gain on sale of asset                                                  -           (1,028)
    Net realized gains on securities available for sale               (27,470)         (5,567)
    Increase in interest receivable                                   (44,025)       (372,004)
    Increase (decrease) in interest payable                            (5,939)        152,951
    Increase (decrease) in taxes payable                              (58,413)         67,862
    Other prepaids, deferrals and accruals, net                      (620,612)         86,062
                                                                 ------------    ------------
        Total adjustments                                            (413,063)        242,416
                                                                 ------------    ------------

        Net cash provided by operating activities                     816,026       1,354,701
                                                                 ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    (Increase) decrease in interest-bearing deposits in banks        (500,000)        550,867
    (Increase) decrease in Federal funds sold                        (575,000)      1,350,000
    Purchases of securities available for sale                    (13,110,890)    (14,166,167)
    Proceeds from sales of securities available for sale            6,809,250       5,791,864
    Proceeds form maturities of securities available for sale       3,245,913       4,849,563
    Purchases of securities held to maturity                         (997,428)        (86,684)
    Proceeds from maturities of securities held to maturity           822,506         305,548
    Increase in loans, net                                         (4,547,404)     (7,133,701)
    Proceeds from sale of assets                                           -           19,949
    Purchase of premises and equipment                               (530,313)        (94,465)
                                                                 ------------    ------------

        Net cash used in investing activities                      (9,383,366)     (8,613,226)
                                                                 ------------    ------------
</TABLE>

                                      F-6
<PAGE>

                            EUFAULA BANCCORP, INC.
                               AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED DECEMBER 31, 1996 AND 1995

================================================================================
<TABLE>
<CAPTION>
                                                         1996            1995
                                                  -------------   --------------
<S>                                               <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in deposits                            $   6,750,906   $   10,102,456
  Repayment of long-term debt                                -        (1,285,714)
  Increase in securities sold under
   repurchase agreements                              1,475,000               -
  Increase in Federal funds purchased                   650,000          200,000
  Dividends paid                                       (202,981)        (236,811)
                                                  -------------   --------------

      Net cash provided by financing activities       8,672,925        8,779,931
                                                  -------------   --------------

Net increase in cash and due from banks                 105,585        1,521,406

Cash and due from banks at beginning of year          7,215,042        5,693,636
                                                  -------------   --------------

Cash and due from banks at end of year            $   7,320,627   $    7,215,042
                                                  =============   ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION
  Cash paid during the year for:
    Interest                                      $   3,017,826   $    2,721,665

    Income taxes                                  $     628,804   $      414,276

NONCASH TRANSACTIONS
  Unrealized gains (losses) on securities
    available for sale                            $    (318,966)  $      851,078

  Transfer from loans to other real estate        $     804,432   $           -
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-7
<PAGE>

                            EUFAULA BANCCORP, INC.
                               AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Nature of Business

         Eufaula BancCorp, Inc. (the Company) is a bank holding company whose
         business is presently conducted by its wholly-owned subsidiaries,
         Eufaula Bank & Trust Company in Eufaula, Alabama and First American
         Bank of Walton County (First American Bank) in Santa Rosa Beach,
         Florida. The Banks provide a full range of banking services to
         individual and corporate customers in the primary market areas
         described above. The Banks are subject to the regulations of certain
         Federal and state agencies and are periodically examined by certain
         regulatory authorities.

        Basis of Presentation

         The consolidated financial statements include the accounts of the
         Company and its subsidiaries. Significant intercompany transactions and
         accounts are eliminated in consolidation.

         The accounting and reporting policies of the Company conform to
         generally accepted accounting principles and general practices within
         the financial services industry. In preparing the financial statements,
         management is required to make estimates and assumptions that affect
         the reported amounts of assets and liabilities as of the date of the
         balance sheet and revenues and expenses for the period. Actual results
         could differ from those estimates.

        Cash and Cash Equivalents

         Cash on hand, cash items in process of collection, and amounts due from
         banks are included in cash and cash equivalents.

         The Company maintains amounts due from banks which, at times, may
         exceed Federally insured limits. The Company has not experienced any
         losses in such accounts.

                                      F-8
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Securities

         Securities are classified based on management's intention on the date
         of purchase. Securities which management has the intent and ability to
         hold to maturity are classified as held to maturity and reported at
         amortized cost. All other debt securities are classified as available
         for sale and carried at fair value with net unrealized gains and losses
         included in stockholders' equity net of tax. Marketable equity
         securities are carried at fair value with net unrealized gains and
         losses included in stockholders' equity.

         Interest and dividends on securities, including amortization of
         premiums and accretion of discounts, are included in interest income.
         Realized gains and losses from the sales of securities are determined
         using the specific identification method.

        Loans

         Loans are carried at their principal amounts outstanding less unearned
         income and the allowance for loan losses. Interest income on loans is
         credited to income based on the principal amount outstanding.

         Loan origination fees and certain direct costs of most loans are
         recognized at the time the loan is recorded. Because net origination
         loan fees and costs are not material, the results of operations are not
         materially different than the results which would be obtained by
         accounting for loan fees and costs in accordance with generally
         accepted accounting principles.

         The allowance for loan losses is maintained at a level that management
         believes to be adequate to absorb potential losses in the loan
         portfolio. Management's determination of the adequacy of the allowance
         is based on an evaluation of the portfolio, past loan loss experience,
         current economic conditions, volume, growth, composition of the loan
         portfolio, and other risks inherent in the portfolio. In addition,
         regulatory agencies, as an integral part of their examination process,
         periodically review the Company's allowance for loan losses, and may
         require the Company to record additions to the allowance based on their
         judgment about information available to them at the time of their
         examinations.

                                      F-9
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Loans (Continued)

         The accrual of interest on impaired loans is discontinued when, in
         management's opinion, the borrower may be unable to meet payments as
         they become due. Interest income is subsequently recognized only to the
         extent cash payments are received.

         A loan is impaired when it is probable the Company will be unable to
         collect all principal and interest payments due in accordance with the
         terms of the loan agreement. Individually identified impaired loans are
         measured based on the present value of payments expected to be
         received, using the contractual loan rate as the discount rate.
         Alternatively, measurement may be based on observable market prices or,
         for loans that are solely dependent on the collateral for repayment,
         measurement may be based on the fair value of the collateral. If the
         recorded investment in the impaired loan exceeds the measure of fair
         value, a valuation allowance is established as a component of the
         allowance for loan losses. Changes to the valuation allowance are
         recorded as a component of the provision for loan losses.

        Premises and Equipment

         Premises and equipment are stated at cost less accumulated
         depreciation. Depreciation is computed principally by the straight-line
         method over the estimated useful lives of the assets.

        Intangible Assets

         Cost in excess of net assets acquired resulting from a bank acquisition
         accounted for as a purchase transaction is being amortized over twenty-
         five (25) years on a straight-line basis.

        Other Real Estate Owned

         Other real estate owned represents properties acquired through
         foreclosure. Other real estate owned is held for sale and is carried at
         the lower of the recorded amount of the loan or fair value of the
         properties less estimated selling costs. Any write-down to fair value
         at the time of transfer to other real estate owned is charged to the
         allowance for loan losses. Subsequent gains or losses on sale and any
         subsequent adjustment to the value are recorded as other expenses.

                                      F-10
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Profit-Sharing Plan

         Profit-sharing plan costs are funded as accrued and are based on a
         percentage of individual employee's salary, not to exceed the amount
         that can be deducted for Federal income tax purposes.

        Income Taxes

         Income tax expense consists of current and deferred taxes. Current
         income tax provisions approximate taxes to be paid or refunded for the
         applicable year. Deferred tax assets and liabilities are recognized on
         the temporary differences between the bases of assets and liabilities
         as measured by tax laws and their bases as reported in the financial
         statements. Deferred tax expense or benefit is then recognized for the
         change in deferred tax assets or liabilities between periods.

         Recognition of deferred tax balance sheet amounts is based on
         management's belief that it is more likely than not that the tax
         benefit associated with certain temporary differences, tax operating
         loss carryforwards, and tax credits will be realized.

         The Company and its subsidiaries file a consolidated income tax return.
         Each entity provides for income taxes based on its contribution to
         income taxes (benefits) of the consolidated group.

        Earnings Per Common Share

         Earnings per common share are computed by dividing net income by the
         weighted average number of shares of common stock and common stock
         equivalents outstanding. All per share amounts for prior periods have
         been adjusted to reflect the 2-for-1 stock split effected in the form
         of a 100% stock dividend effective December 10, 1996.

                                      F-11
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

NOTE 2. SECURITIES

        The amortized cost and fair value of securities are summarized as
        follows:

<TABLE>
<CAPTION>
                                                                                    Gross            Gross
                                                                Amortized         Unrealized       Unrealized            Fair
                                                                   Cost             Gains            Losses             Value
                                                          ------------------ ---------------- -----------------  -----------------
                    <S>                                 <C>                 <C>              <C>                <C>
                     Securities Available for Sale
                       December 31, 1996:
                         U. S. Government and agency
                            securities                     $      23,516,656  $        39,018  $      (204,262)   $     23,351,412
                         Mortgage-backed securities                3,002,140            6,672          (13,860)          2,994,952
                         Other securities                            469,633           18,417                 -            488,050
                                                          ------------------ ---------------- -----------------  -----------------
                                                           $      26,988,429  $        64,107  $      (218,122)   $     26,834,414
                                                          ================== ================ =================  =================

                       December 31, 1995:
                         U. S. Government and agency
                            securities                     $      20,326,674  $       222,918  $       (93,445)   $     20,456,147
                         Mortgage-backed securities                3,115,904           18,503          (10,718)          3,123,689
                         Other securities                            462,657           27,693                 -            490,350
                                                          ------------------ ---------------- -----------------  -----------------
                                                           $      23,905,235  $       269,114  $      (104,163)   $     24,070,186
                                                          ================== ================ =================  =================

<CAPTION>
                                                                                     Gross            Gross
                                                                 Amortized         Unrealized       Unrealized            Fair
                                                                    Cost             Gains            Losses             Value
                                                           ------------------ ---------------- -----------------  -----------------
                  <S>                                   <C>                   <C>              <C>               <C>
                     Securities Held to Maturity
                       December 31, 1996:
                         U. S. Government and agency
                            securities                     $         750,000  $             -  $       (11,095)   $        738,905
                         State and municipal securities            8,707,202          436,566           (3,415)          9,140,353
                         Mortgage-backed securities                  604,889            6,133           (5,891)            605,131
                                                          ------------------ ---------------- -----------------  -----------------
                                                           $      10,062,091  $       442,699  $       (20,401)   $     10,484,389
                                                          ================== ================ =================  =================

                       December 31, 1995:
                         U. S. Government and agency
                            securities                     $         750,000  $             -  $        (5,935)   $        744,065
                         State and municipal securities            8,413,513          324,481          (10,262)          8,727,732
                         Mortgage-backed securities                  723,656            7,202           (6,600)            724,258
                                                          ------------------ ---------------- -----------------  -----------------
                                                           $       9,887,169  $       331,683  $       (22,797)   $     10,196,055
                                                          ================== ================ =================  =================
</TABLE>

                                      F-12
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================


NOTE 2. SECURITIES (Continued)

         The amortized cost and fair value of securities as of December 31, 1996
         by contractual maturity are shown below. Maturities may differ from
         contractual maturities in mortgage-backed securities because the
         mortgages underlying the securities may be called or prepaid without
         penalty. Therefore, these securities are not included in the maturity
         categories in the following maturity summary.
<TABLE>
<CAPTION>

                                                          Securities Available for Sale           Securities Held to Maturity
                                                      -------------------------------------  ------------------------------------
                                                           Amortized             Fair             Amortized            Fair
                                                              Cost              Value               Cost              Value
                                                      ------------------  -----------------  -----------------  -----------------

                    <S>                               <C>                 <C>                <C>                <C>
                    Due in one year or less            $       2,013,341   $      2,007,112   $        100,220   $        100,125
                    Due from one year to five years            4,257,122          4,249,668          2,995,236          3,087,897
                    Due from five to ten years                17,246,193         17,094,632          5,610,003          5,898,662
                    Due after ten years                                -                  -            751,743            792,574
                    Mortgage-backed securities                 3,002,140          2,994,952            604,889            605,131
                    Marketable equity securities                 469,633            488,050                  -                  -
                                                      ------------------  -----------------  -----------------  -----------------
                                                       $      26,988,429   $     26,834,414   $     10,062,091   $     10,484,389
                                                      ==================  =================  =================  =================
</TABLE>


               Securities with a carrying value of $15,681,776 and $15,114,349
               at December 31, 1996 and 1995, respectively, were pledged to
               secure public deposits and for other purposes.

               Gross realized gains and gross realized losses on sales of
               securities were:
<TABLE>
<CAPTION>

                                                                                                       December 31,
                                                                                          -------------------------------------
                                                                                                1996                 1995
                                                                                          ----------------     ----------------

                     <S>                                                                  <C>                  <C>
                     Gross realized gains on sales of securities                           $        34,729      $        19,836
                     Gross losses on sales of securities                                             7,259               14,269
                                                                                          ----------------     ----------------
                     Net realized gains on sales of securities available for sale          $        27,470      $         5,567
                                                                                          ================     ================
</TABLE>

            Under special provisions adopted by the Financial Accounting
            Standards Board in October 1995, the Company transferred $1,794,640
            from securities being held to maturity to securities available for
            sale on December 31, 1995, resulting in a net gain of $21,504 which
            was included in stockholders' equity at $12,902 net of related taxes
            of $8,602.

                                      F-13
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================


NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES

        The composition of loans is summarized as follows:
<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                        ---------------------------------------
                                                                              1996                   1995
                                                                        -----------------     -----------------

          <S>                                                           <C>                   <C>
          Commercial, financial and agricultural                         $     11,276,143      $      9,254,947
          Real estate - construction                                            2,896,148             5,310,786
          Real estate - mortgage                                               27,691,446            23,813,786
          Consumer                                                             10,468,374            10,044,503
          Other                                                                    41,068               231,439
                                                                        -----------------     -----------------
                                                                               52,373,179            48,655,461
          Unearned income                                                       (205,368)             (200,715)
          Allowance for loan losses                                             (656,256)             (605,163)
                                                                        -----------------     -----------------
          Loans, net                                                     $     51,511,555      $     47,849,583
                                                                        =================     =================
</TABLE>

        Changes in the allowance for loan losses for the years ended December 31
        are as follows:
<TABLE>
<CAPTION>

                                                                                       December 31,
                                                                        -----------------------------------------
                                                                               1996                   1995
                                                                        -------------------    ------------------

          <S>                                                           <C>                    <C>
          Balance, beginning of year                                     $          605,163     $         626,085
            Provision charged to operations                                          81,000                86,150
            Loans charged off                                                       (45,786)             (114,799)
            Recoveries of loans previously charged off                               15,879                 7,727
                                                                        -------------------    ------------------
          Balance, end of year                                           $          656,256     $         605,163
                                                                        ===================    ==================
</TABLE>

                                      F-14
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================


NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

        The Company has granted loans to certain directors, executive officers,
        and related entities of the Company and the Banks. The interest rates on
        these loans were substantially the same as rates prevailing at the time
        of the transaction and repayment terms are customary for the type of
        loan involved. Changes in related party loans for the years ended
        December 31 were as follows:
<TABLE>
<CAPTION>

                                                                                              1996                 1995
                                                                                       ------------------   ------------------

                      <S>                                                              <C>                  <C>
                      Balance, beginning of year                                        $       2,642,949    $       1,961,658
                        Advances                                                                3,435,657            3,275,367
                        Repayments                                                             (3,447,878)          (2,594,076)
                                                                                       ------------------   ------------------
                      Balance, end of year                                              $       2,630,728    $       2,642,949
                                                                                       ==================   ==================
</TABLE>



NOTE 4. PREMISES AND EQUIPMENT

        Premises and equipment are summarized as follows:
<TABLE>
<CAPTION>

                                                                                                     December 31,
                                                                                        --------------------------------------
                                                                                               1996                 1995
                                                                                        -----------------    -----------------

                      <S>                                                               <C>                  <C>
                      Land and buildings                                                 $      2,265,503     $      2,132,549
                      Equipment                                                                 1,159,753            1,056,713
                      Construction in progress                                                    205,207                    -
                                                                                        -----------------    -----------------
                                                                                                3,630,463            3,189,262
                      Accumulated depreciation                                                (1,217,299)          (1,121,847)
                                                                                        -----------------    -----------------
                                                                                         $      2,413,164     $      2,067,415
                                                                                        =================    =================
</TABLE>

                                      F-15
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================


Note 5.  Employee Benefit Plans

         The subsidiary banks have noncontributory profit-sharing plans covering
         all employees, subject to certain minimum age and service requirements.
         The contribution for the years ended December 31, 1996 and 1995 was
         $72,383 and $67,700, respectively.

         The Company provides a nonqualified Employee Stock Purchase Plan,
         including employees of both subsidiary banks. The primary purpose is to
         enable the employees to participate in the ownership of the Company. An
         employee who has been employed on a full time basis for one year or
         more is eligible for the Plan. Employees can contribute from five to
         seven percent of their compensation, depending on years of service. The
         banks contribute an amount equal to 50% of the employee's contribution.
         Contributions are used to purchase shares of Eufaula BancCorp, Inc.
         common stock since the Company adopted the Plan as part of the merger
         agreement. The contribution for the years ended December 31, 1996 and
         1995 was $14,813 and $13,187, respectively.

         The Company has a nonqualified Stock Purchase Plan for directors. The
         primary purpose is to enable the directors to participate in the
         ownership of the Company. All directors are eligible for the Plan. A
         director can contribute in increments of $50 not to exceed $200 per
         month. The Banks contribute an amount equal to 50 percent of the
         director's contribution. Contributions to the Plan are used to purchase
         shares of Eufaula BancCorp, Inc. common stock. The contributions for
         the years ended December 31, 1996 and 1995 were $16,800 and $5,400,
         respectively.


NOTE 6.  DEFERRED COMPENSATION PLAN

         During 1996, Eufaula Bank & Trust Company modified its indexed deferred
         compensation plan for certain executive officers and directors. The
         Plan is designed to provide supplemental retirement benefits and
         supersedes the existing deferred compensation plan. As a result of the
         modification, transactions resulted in a net decrease in expense of
         $32,636 in 1996. In 1995, the Bank charged $48,823 to expense for the
         deferred compensation plan.

                                      F-16
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================


NOTE 7.  INCOME TAXES

         The provision for income taxes consists of the following:
<TABLE>
<CAPTION>

                                                                                                       December 31,
                                                                                           ------------------------------------
                                                                                                 1996                1995
                                                                                           ----------------    ----------------

                      <S>                                                                  <C>                 <C>
                      Current                                                               $       570,391     $       482,138
                      Deferred                                                                         (913)            (10,813)
                                                                                           ----------------    ----------------
                        Provision for income taxes                                          $       569,478     $       471,325
                                                                                           ================    ================
</TABLE>


         The Company's provision for income taxes differs from the amounts
         computed by applying the Federal income tax statutory rates to income
         before income taxes. A reconciliation of the differences is as follows:
<TABLE>
<CAPTION>

                                                                                         December 31,
                                                             -------------------------------------------------------------------
                                                                           1996                                1995
                                                             --------------------------------    -------------------------------
                                                                  Amount           Percent            Amount          Percent
                                                             ----------------   -------------    ---------------   -------------

                      <S>                                     <C>               <C>              <C>               <C>
                      Tax provision at statutory rate         $       611,513          34 %       $      538,427           34 %
                      Tax-exempt interest                            (147,057)         (8)              (151,564)         (10)
                      Amortization                                     26,773           1                 26,773            2
                      State income taxes                               51,454           3                 55,724            4
                      Other items, net                                 26,795           2                  1,875            -
                                                             ----------------   -------------    ---------------   -------------
                         Provision for income taxes           $       569,478          32 %       $      471,235           30 %
                                                             ================   =============    ===============   =============
</TABLE>

                                      F-17
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================


NOTE 7.  INCOME TAXES (Continued)

         The components of deferred income taxes are as follows:
<TABLE>
<CAPTION>

                                                                                                        December 31,
                                                                                           -------------------------------------
                                                                                                  1996                1995
                                                                                           ----------------    -----------------

                     <S>                                                                   <C>                 <C>
                     Deferred tax assets:
                       Loan loss reserves                                                   $        55,031     $        39,224
                       Deferred compensation                                                         76,576              79,308
                       Accounting for other real estate                                               1,582               4,420
                       Securities available for sale                                                 61,607                  -
                       Stock options                                                                 17,095              17,095
                                                                                           ----------------    -----------------
                                                                                                    211,891             140,047
                                                                                           ----------------    -----------------

                     Deferred tax liabilities:
                       Depreciation and amortization                                                 83,969              75,705
                       Accretion                                                                      4,002               2,942
                       Securities available for sale                                                     -               65,980
                                                                                           ----------------    -----------------
                                                                                                     87,971             144,627
                                                                                           ----------------    -----------------

                     Net deferred tax assets (liabilities)                                  $       123,920     $        (4,580)
                                                                                           ================    =================
</TABLE>

                                      F-18
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================



NOTE 8.  STOCK OPTIONS

         Prior to 1995, the Company entered into or assumed liability for
         various nonqualified stock option agreements with key employees. During
         1994, the Company adopted the 1994 Stock Option Plan whereby the
         Company may grant options to certain key employees to purchase up to
         400,000 shares of the Company's $1 par value common stock at an option
         price of $6 per share. During 1996, the Plan was amended to include the
         directors of the Company. As of December 31, 1996, options had been
         granted to five key employees to purchase a total of 266,000 shares.

         A summary of information relating to the various stock option plans as
         of December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
                                                                                  As of December 31, 1996
                                                                      --------------------------------------------------
                                                                          1986               1988               1994
                                                                       Option Plan        Option Plan       Option Plan
                                                                      -------------      -------------     -------------
         <S>                                                          <C>                <C>               <C>
         Under option, beginning of year
           Granted                                                          12,000             14,000           240,000
           Exercised                                                            -                  -                 -
                                                                       -----------        -----------       -----------
         Under option, end of year                                          12,000             14,000           240,000
                                                                       ===========        ===========       ===========
         Options exercisable, end of year                                   12,000             14,000            48,000
                                                                       ===========        ===========       ===========
         Available for grant, end of year                                       -                  -            160,000
                                                                       ===========        ===========       ===========
         Option price per share *                                      $      3.32        $      3.81       $      6.00
                                                                       ===========        ===========       ===========
<CAPTION>
                                                                                  As of December 31, 1995
                                                                      --------------------------------------------------
                                                                          1986               1988               1994
                                                                       Option Plan        Option Plan       Option Plan
                                                                      -------------      -------------     -------------
         <S>                                                          <C>                <C>               <C>
         Under option, beginning of year
           Granted                                                          12,000             14,000           240,000
           Exercised                                                            -                  -                 -
                                                                       -----------        -----------       -----------
         Under option, end of year                                          12,000             14,000           240,000
                                                                       ===========        ===========       ===========
         Options exercisable, end of year                                   12,000             14,000            24,000
                                                                       ===========        ===========       ===========
         Available for grant, end of year                                       -                  -            160,000
                                                                       ===========        ===========       ===========
         Option price per share *                                      $      3.32        $      3.81       $      6.00
                                                                       ===========        ===========       ===========
</TABLE>

      *  The option price represents the book value per share of the common
         stock at the date of grant.

                                      F-19
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================



NOTE 9.  COMMITMENTS AND CONTINGENT LIABILITIES

         In the normal course of business, the Company has entered into off-
         balance-sheet financial instruments which are not reflected in the
         financial statements. These financial instruments include commitments
         to extend credit and standby letters of credit. Such financial
         instruments are included in the financial statements when funds are
         disbursed or the instruments become payable. These instruments involve,
         to varying degrees, elements of credit risk in excess of the amount
         recognized in the balance sheet.

         The Company's exposure to credit loss in the event of nonperformance by
         the other party to the financial instrument for commitments to extend
         credit and standby letters of credit is represented by the contractual
         amount of those instruments. A summary of the Company's commitments is
         as follows:
<TABLE>
<CAPTION>
                                                                           December 31,
                                                              ------------------------------------
                                                                     1996                  1995
                                                              --------------        --------------
         <S>                                                  <C>                   <C>
         Commitments to extend credit                         $    7,971,877        $    8,770,157
         Loans sold with recourse                                  1,908,879             1,465,624
         Standby letters of credit                                 1,390,239             1,273,460
                                                              --------------        --------------
                                                              $   11,270,995        $   11,509,241
                                                              ==============        ==============
</TABLE>

         Commitments to extend credit generally have fixed expiration dates or
         other termination clauses and may require payment of a fee. Since many
         of the commitments are expected to expire without being drawn upon, the
         total commitment amounts do not necessarily represent future cash
         requirements. The credit risk involved in issuing these financial
         instruments is essentially the same as that involved in extending loans
         to customers. The Company evaluates each customer's creditworthiness on
         a case-by-case basis. The amount of collateral obtained, if deemed
         necessary by the Company upon extension of credit, is based on
         management's credit evaluation of the customer. Collateral held varies
         but may include real estate and improvements, crops, marketable
         securities, accounts receivable, inventory, equipment, and personal
         property.

                                      F-20
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================



NOTE 9.  COMMITMENTS AND CONTINGENT LIABILITIES (Continued)

         Standby letters of credit are conditional commitments issued by the
         Company to guarantee the performance of a customer to a third party.
         Those guarantees are primarily issued to support public and private
         borrowing arrangements. The credit risk involved in issuing letters of
         credit is essentially the same as that involved in extending loan
         facilities to customers. Collateral held varies as specified above and
         is required in instances which the Company deems necessary.

         In the normal course of business, the Company is involved in various
         legal proceedings. In the opinion of management of the Company, any
         liability resulting from such proceedings would not have a material
         effect on the Company's financial statements.

         Eufaula Bank & Trust Company leases a small tract of land from the
         Chairman of the Board and a relative. The lease provides for a monthly
         rental of $2,154. It was recomputed in 1996 and will be recomputed
         again in 2001 based on the change in the Consumer Price Index. The
         lease is accounted for as an operating lease and the total rental
         expense included in the consolidated statements of income for each of
         the years ended December 31, 1996 and 1995 was $25,848.



Note 10. CONCENTRATIONS OF CREDIT

         The Company's subsidiaries make agricultural, agribusiness, commercial,
         residential and consumer loans to customers primarily in Eufaula,
         Alabama and Santa Rosa Beach, Florida. A substantial portion of the
         Company's customers' abilities to honor their contracts is dependent on
         the business economy in the above areas.

         Fifty-eight percent (58%) of the Company's loan portfolio is
         concentrated in real estate loans, of which 9% consists of construction
         loans. A substantial portion of these loans are secured by real estate
         in the Company's primary market area. In addition, a substantial
         portion of the other real estate owned is located in those same
         markets. Accordingly, the ultimate collectibility of the loan portfolio
         and the recovery of the carrying amount of other real estate owned are
         susceptible to changes in market conditions in the Company's primary
         market area. The other significant concentrations of credit by type of
         loan are set forth in Note 3.

                                      F-21
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================



NOTE 11. Regulatory Matters

         The Company is subject to certain restrictions on the amount of
         dividends that may be declared without prior regulatory approval. At
         December 31, 1996, approximately $1,189,300 of retained earnings were
         available for dividend declaration without regulatory approval.

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

         Quantitative measures established by regulation to ensure capital
         adequacy require the Company and the Bank to maintain minimum amounts
         and ratios of total and Tier I capital to risk-weighted assets and of
         Tier I capital to average assets. Management believes, as of December
         31, 1996, the Company and the Banks meet all capital adequacy
         requirements to which it is subject.

         As of December 31, 1996, the most recent notification from the FDIC
         categorized the Banks as well capitalized under the regulatory
         framework for prompt corrective action. To be categorized as well
         capitalized, the Banks must maintain minimum total risk-based, Tier I
         risk-based, and Tier I leverage ratios as set forth in the following
         table. There are no conditions or events since that notification that
         management believes have changed the Banks' category.

                                      F-22
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


================================================================================



NOTE 11. Regulatory Matters (Continued)

         The Company and Banks' actual capital amounts and ratios are presented
         in the following table.

<TABLE>
<CAPTION>
                                                                                                    To Be Well
                                                                         For Capital             Capitalized Under
                                                                          Adequacy               Prompt Corrective
                                                Actual                    Purposes               Action Provisions
                                       -----------------------     ----------------------     -----------------------
                                          Amount        Ratio         Amount       Ratio         Amount        Ratio
                                       ------------    -------     ------------   -------     ------------    -------
       <S>                             <C>             <C>         <C>            <C>         <C>             <C>
       As of December 31, 1996
         Total Capital
         (to Risk Weighted Assets):
         Consolidated                  $ 9,887,372     16.60%      $ 4,765,970     8.00%      $ 5,957,462     10.00%
         Eufaula Bank & Trust
           Company                     $ 7,276,250     17.64%      $ 3,299,268     8.00%      $ 4,124,086     10.00%
         First American Bank           $ 2,453,122     13.40%      $ 1,464,864     8.00%      $ 1,831,080     10.00%
         Tier I Capital
         (to Risk Weighted Assets):
         Consolidated                  $ 9,258,607     15.54%      $ 2,382,985     4.00%      $ 3,574,477      6.00%
         Eufaula Bank & Trust
           Company                     $ 6,806,624     16.50%      $ 1,649,634     4.00%      $ 2,474,451      6.00%
         First American Bank           $ 2,293,983     12.53%      $   732,432     4.00%      $ 1,098,648      6.00%
         Tier I Capital
         (to Average Assets):
         Consolidated                  $ 9,258,607      9.42%      $ 3,995,359     4.00%      $ 4,994,199      5.00%
         Eufaula Bank & Trust
           Company                     $ 6,806,624      9.21%      $ 2,956,320     4.00%      $ 3,695,400      5.00%
         First American Bank           $ 2,293,983      8.32%      $ 1,102,560     4.00%      $ 1,378,200      5.00%
</TABLE>

                                      F-23
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS

         The following methods and assumptions were used by the Company in
         estimating its fair value disclosures for financial instruments. In
         cases where quoted market prices are not available, fair values are
         based on estimates using discounted cash flow methods. Those methods
         are significantly affected by the assumptions used, including the
         discount rates and estimates of future cash flows. In that regard, the
         derived fair value estimates cannot be substantiated by comparison to
         independent markets and, in many cases, could not be realized in
         immediate settlement of the instrument. The use of different
         methodologies may have a material effect on the estimated fair value
         amounts. Also, the fair value estimates presented herein are based on
         pertinent information available to management as of December 31, 1996
         and 1995. Such amounts have not been revalued for purposes of these
         financial statements since those dates and, therefore, current
         estimates of fair value may differ significantly from the amounts
         presented herein.

         The following methods and assumptions were used by the Company in
         estimating fair values of financial instruments as disclosed herein:

         Cash, Due From Banks, and Federal Funds Sold:

           The carrying amounts of cash, due from banks, and Federal funds sold
           approximate their fair value.

         Available For Sale and Held To Maturity Securities:

           Fair values for securities are based on quoted market prices. The
           carrying values of equity securities with no readily determinable
           fair value approximate fair values.

         Loans:

           For variable-rate loans that reprice frequently and have no
           significant change in credit risk, fair values are based on carrying
           values. For other loans, the fair values are estimated using
           discounted cash flow methods, using interest rates currently being
           offered for loans with similar terms to borrowers of similar credit
           quality. Fair values for impaired loans are estimated using
           discounted cash flow methods or underlying collateral values.

                                      F-24
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

         Deposits:

           The carrying amounts of demand deposits, savings deposits, and
           variable-rate certificates of deposit approximate their fair values.
           Fair values for fixed-rate certificates of deposit are estimated
           using discounted cash flow methods, using interest rates currently
           being offered on certificates.

         Other Borrowings:

           The carrying amounts of Federal funds purchased and securities sold
           under agreements to repurchase approximate their fair value.

         Off-Balance Sheet Instruments:

           Fair values of the Company's off-balance sheet financial instruments
           are based on fees charged to enter into similar agreements. However,
           commitments to extend credit and standby letters of credit do not
           represent a significant value to the Company until such commitments
           are funded. The Company has determined that these instruments do not
           have a distinguishable fair value and no fair value has been
           assigned.

           The estimated fair values of the Company's financial instruments were
           as follows:
<TABLE>
<CAPTION>
                                                                December 31, 1996                      December 31, 1995
                                                      ----------------------------------       ----------------------------------
                                                          Carrying              Fair              Carrying              Fair
                                                           Amount              Value               Amount              Value
                                                      ---------------     --------------       --------------     ---------------
         <S>                                          <C>                 <C>                  <C>                <C>
         Financial assets:
           Cash and due from banks,
                  interest-bearing deposits with
                  banks and Federal funds sold        $     9,445,627     $    9,445,627       $    8,265,042     $     8,265,042
           Securities available for sale                   26,834,414         26,834,414           24,070,186          24,070,186
           Securities held to maturity                     10,062,091         10,484,389            9,887,169          10,196,055
           Loans                                           52,167,811         52,085,279           48,454,746          47,764,946

         Financial liabilities:
           Deposits                                        90,495,197         89,059,793           83,648,725          82,007,183
           Federal funds purchased                          1,200,000          1,200,000              550,000             550,000
           Securities sold under
                  repurchase agreements                     1,475,000          1,475,000                    -                   -
</TABLE>

                                      F-25
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 13. PARENT COMPANY FINANCIAL INFORMATION

         The following information presents the condensed balance sheets,
         statements of income and cash flows of Eufaula BancCorp, Inc. as of and
         for the years ended December 31, 1996 and 1995:

                           CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                              1996                 1995
                                                                          -----------          -----------
         <S>                                                              <C>                  <C>
         Assets
           Cash                                                           $   197,719          $    34,493
           Investment in subsidiaries                                       9,060,478            8,233,658
           Other assets                                                     1,571,618            1,732,327
                                                                          -----------          -----------

                     Total assets                                         $10,829,815          $10,000,478
                                                                          ===========          ===========

           Liabilities, other                                             $   114,964          $    52,694
                                                                          -----------          -----------

           Shareholders' equity                                            10,714,851            9,947,784
                                                                          -----------          -----------

                     Total liabilities and shareholders' equity           $10,829,815          $10,000,478
                                                                          ===========          ===========
</TABLE>

                                      F-26
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 13.  PARENT COMPANY FINANCIAL INFORMATION (Continued)

                        CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                    1996                 1995
                                                                                ------------         ------------
         <S>                                                                    <C>                  <C>
         Income, dividends from subsidiaries                                    $    452,700         $  1,694,000
                                                                                ------------         ------------

         Expense
           Amortization                                                               78,745               78,746
           Interest expense                                                                -              101,455
           Other expense                                                             253,182              198,040
                                                                                ------------         ------------
                     Total expense                                                   331,927              378,241
                                                                                ------------         ------------

                     Income before income tax benefits and equity
                       in undistributed income of subsidiaries                       120,773            1,315,759

         Income tax benefits                                                         (90,115)            (108,045)
                                                                                ------------         ------------

                     Income before equity in undistributed
                       income of subsidiaries                                        210,888            1,423,804

         Equity in undistributed income of subsidiaries                            1,018,201             (311,519)
                                                                                ------------         ------------

                     Net income                                                 $  1,229,089         $  1,112,285
                                                                                ============         ============
</TABLE>

                                      F-27
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 13.  PARENT COMPANY FINANCIAL INFORMATION (Continued)

                      CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                   1996                 1995
                                                                               ------------          -----------
         <S>                                                                   <C>                   <C>
         CASH FLOWS FROM OPERATING ACTIVITIES
           Net income                                                          $  1,229,089          $ 1,112,285
                                                                               ------------          -----------
           Adjustments to reconcile net income to net cash
             provided by operating activities:
             Amortization                                                            78,745               78,746
             Undistributed income of subsidiaries                                (1,018,201)             311,519
             Increase (decrease) in taxes payable                                    76,574             (201,254)
                                                                               ------------          -----------
                     Total adjustments                                             (862,882)             189,011
                                                                               ------------          -----------

                     Net cash provided by operating activities                      366,207            1,301,296
                                                                               ------------          -----------

         CASH FLOWS FROM FINANCING ACTIVITIES
           Repayments of long-term debt                                                   -           (1,285,714)
           Dividends paid                                                          (202,981)            (236,811)
                                                                               ------------          -----------

                     Net cash used in financing activities                         (202,981)          (1,522,525)
                                                                               ------------          -----------

         Net increase (decrease) in cash                                            163,226             (221,229)

         Cash at beginning of year                                                   34,493              255,722
                                                                               ------------          -----------

         Cash at end of year                                                   $    197,719          $    34,493
                                                                               ============          ===========

         SUPPLEMENTAL DISCLOSURE OF CASH
           FLOW INFORMATION
           Cash paid during the year for interest                              $          -          $   101,455

</TABLE>

                                      F-28