Exhibit 99.1

                     MCNAIR, MCLEMORE, MIDDLEBROOKS & CO., LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  [LETTERHEAD]


                                 January 21, 2005

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders
Rivoli BanCorp, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of RIVOLI
BANCORP, INC. AND SUBSIDIARY as of December 31, 2004 and 2003, and the related
consolidated statements of operations, comprehensive income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2004.  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 standards of the Public Company
Accounting Oversight Board (United States).  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
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Rivoli
BanCorp, Inc. and Subsidiary as of December 31, 2004 and 2003 and the results
of their operations and their cash flows for each of the years in the three-
year period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.


                                  McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP


<PAGE>
                    RIVOLI BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31


                                 ASSETS

                                                    2004            2003
                                                    ----            ----
CASH AND CASH EQUIVALENTS
Cash and Balances
 Due from Depository Institutions             $  11,109,111   $   8,647,030
Federal Funds Sold                               19,198,000         160,000
                                              -------------   -------------
                                                 30,307,111       8,807,030
                                              -------------   -------------

INVESTMENT SECURITIES
 AVAILABLE FOR SALE, AT FAIR VALUE               23,447,889      30,173,912
                                              -------------   -------------

RESTRICTED STOCKS, AT COST                        1,709,969       1,272,069
                                              -------------   -------------

LOANS HELD FOR SALE                               6,161,827          -  -
                                              -------------   -------------

LOANS                                           142,505,909     111,446,586
  Allowance for Loan Losses                      (1,659,582)     (1,595,021)
  Unearned Income                                   (10,493)         -  -
                                              -------------   -------------
                                                140,835,834     109,851,565
                                              -------------   -------------

PREMISES AND EQUIPMENT                            4,293,615       3,571,076
                                              -------------   -------------

OTHER REAL ESTATE                                   190,000          -  -
                                              -------------   -------------

OTHER ASSETS                                      1,556,961       1,514,926
                                              -------------   -------------

TOTAL ASSETS                                  $ 208,503,206   $ 155,190,578
                                              =============   =============


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

                                    -2-
<PAGE>
                    RIVOLI BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31


                    LIABILITIES AND SHAREHOLDERS' EQUITY

DEPOSITS
  Noninterest Bearing                         $  28,004,327   $  23,938,320
  Interest-Bearing                              138,566,059      94,225,898
                                              -------------   -------------
                                                166,570,386     118,164,218
                                              -------------   -------------

BORROWED MONEY
  Federal Funds Purchased                            -  -         3,023,000
  Demand Notes to U.S. Treasury                      35,400          33,518
  Subordinated Debt                               3,093,000       3,093,000
  Other Borrowed Money                           26,000,000      19,400,000
                                              -------------   -------------
                                                 29,128,400      25,549,518
                                              -------------   -------------

OTHER LIABILITIES                                   809,763         863,770
                                              -------------   -------------

SHAREHOLDERS' EQUITY
  Common Stock, Par Value $1 per Share;
   Authorized 10,000,000 Shares, Issued
   1,015,522 and 1,014,990 Shares as of
   December 31, 2004 and 2003, Respectively       1,015,522       1,014,990
  Paid-In-Capital                                 6,879,298       6,872,975
  Retained Earnings                               4,504,949       3,002,034
  Accumulated Other
   Comprehensive Loss, Net of Tax Benefit          (112,764)        (15,859)
  Treasury Stock 19,281 and 17,581 Shares
   as Of December 31, 2004 and 2003,
   Respectively, at Cost                           (292,348)       (261,068)
                                              -------------   -------------
                                                 11,994,657      10,613,072
                                              -------------   -------------
   TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY                      $ 208,503,206   $ 155,190,578
                                              =============   =============


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

                                    -3-
<PAGE>
                     RIVOLI BANCORP, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF INCOME
                       FOR THE YEARS ENDED DECEMBER 31

                                            2004          2003          2002
                                            ----          ----          ----
INTEREST INCOME
 Loans, Including Fees                 $  7,714,413  $  6,336,513  $  6,297,764
 Federal Funds Sold                          61,832        34,361        50,611
 Deposits with Other Banks                    1,543           286         8,348
 Investment Securities                      990,287     1,097,277     1,168,649
 Other Investments                           58,512        51,508        31,070
                                       ------------  ------------  ------------
                                          8,826,587     7,519,945     7,556,442
                                       ------------  ------------  ------------

INTEREST EXPENSE
 Deposits                                 1,552,547     1,338,123     1,989,760
 Federal Funds Purchased                     18,448        11,191         2,868
 Demand Notes to U.S. Treasury                    8           873         4,025
 Subordinated Debt                          149,896       149,689        -  -
 Other Borrowed Money                       828,359       723,177       575,398
                                       ------------  ------------  ------------
                                          2,549,258     2,223,053     2,572,051
                                       ------------  ------------  ------------

NET INTEREST INCOME                       6,277,329     5,296,892     4,984,391
  Provision for Loan Losses                 630,000       261,000       364,000
                                       ------------  ------------  ------------

NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES               5,647,329     5,035,892     4,620,391
                                       ------------  ------------  ------------

NONINTEREST INCOME
  Service Charges on Deposits               989,070       855,059       791,652
  Mortgage Income                         1,413,730       189,827        86,297
  Rental Income                             234,533       271,674       271,397
  Securities Gains                           32,745       144,436       137,497
  Gain (Loss) on Sale of Premises
    and Equipment                           216,961       (27,896)          900
  ATM Income                                125,206       111,147        74,475
  Other                                     125,112        68,101        78,524
                                       ------------  ------------  ------------
                                          3,137,357     1,612,348     1,440,742
                                       ------------  ------------  ------------

NONINTEREST EXPENSES
  Salaries and Employee Benefits          3,577,977     2,160,885     1,979,776
  Data Processing and ATM                   591,983       523,774       456,663
  Advertising and Public Relations          380,487       262,866       184,831
  Occupancy and Equipment                   945,856       604,525       597,401
  Professional Fees                         324,032       271,404       366,302
  Supplies and Printing                     157,714        78,435        95,756
  Other                                     688,265       527,111       555,519
                                       ------------  ------------  ------------
                                          6,666,314     4,429,000     4,236,248
                                       ------------  ------------  ------------

INCOME BEFORE INCOME TAXES                2,118,372     2,219,240     1,824,885

INCOME TAXES                                615,457       812,835       671,874
                                       ------------  ------------  ------------

NET INCOME                             $  1,502,915  $  1,406,405  $  1,153,011
                                       ============  ============  ============

BASIC EARNINGS PER SHARE               $       1.51  $       1.40  $       1.14
                                       ============  ============  ============

DILUTED EARNINGS PER SHARE             $       1.41  $       1.33  $       1.09
                                       ============  ============  ============

The accompanying notes are an integral part of these statements.

                                    -4-
<PAGE>
                      RIVOLI BANCORP, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                       FOR THE YEARS ENDED DECEMBER 31

                                            2004          2003          2002
                                            ----          ----          ----
NET INCOME                             $  1,502,915  $  1,406,405  $  1,153,011
                                       ------------  ------------  ------------

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
  Gains (Losses) On Securities
   Arising During The Year                  (75,293)     (378,179)      294,942
  Reclassification Adjustment               (21,612)      (95,328)      (90,749)
                                       ------------  ------------  ------------

  Unrealized Gains
  (Losses) On Securities                    (96,905)     (473,507)      204,193
                                       ------------  ------------  ------------

COMPREHENSIVE INCOME                   $  1,406,010  $    932,898  $  1,357,204
                                       ============  ============  ============

The accompanying notes are an integral part of these statements.

                                    -5-
<PAGE>
<Table>
Statement Of Changes In Stockholders' Equity
<Caption>
                                    RIVOLI BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                           FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

                                                                          ACCUMULATED
                                                                             OTHER
                                                                             COMPRE-
                                                 PAID                        HENSIVE
                                   COMMON        -IN-        RETAINED        INCOME       TREASURY
                     SHARES        STOCK        CAPITAL      EARNINGS        (LOSS)        STOCK          TOTAL
                     ------      ---------      -------      ---------       ------        -----          -----
<S>                 <C>         <C>           <C>           <C>           <C>           <C>           <C>
BALANCE,
 DECEMBER 31,
 2001               1,005,984    $1,005,984    $6,797,983    $  442,618    $  253,455        -  -     $ 8,500,040

Unrealized Gain
 on Securities
 Available for
 Sale, Net of Tax
 of $99,282            -  -          -  -          -  -          -  -         204,193        -  -         204,193
Net Income             -  -          -  -          -  -       1,153,011        -  -          -  -       1,153,011
Exercise of
 Stock Options          6,233         6,233        50,288        -  -           -  -         -  -          56,521
                   ----------   -----------   -----------   -----------   -----------   -----------   -----------

BALANCE,
 DECEMBER 31,
 2002               1,012,217     1,012,217     6,848,271     1,595,629       457,648        -  -       9,913,765

Unrealized Loss
 on Securities
 Available for
 Sale, Net of Tax
 Benefit of
 $244,297              -  -          -  -          -  -          -  -        (473,507)       -  -        (473,507)
Net Income             -  -          -  -          -  -       1,406,405        -  -          -  -       1,406,405
Exercise of
 Stock Options          2,773         2,773        24,704        -  -           -  -         -  -          27,477
Purchase of
 Treasury Stock        -  -          -  -          -  -          -  -           -  -    $  (261,068)     (261,068)
                   ----------   -----------   -----------   -----------   -----------   -----------   -----------

BALANCE,
 DECEMBER 31,
 2003               1,014,990     1,014,990     6,872,975     3,002,034       (15,859)     (261,068)   10,613,072

Unrealized Loss
 on Securities
 Available for
 Sale, Net of
 Tax Benefit
 of $52,180            -  -          -  -          -  -          -  -         (96,905)       -  -         (96,905)
Net Income             -  -          -  -          -  -       1,502,915        -  -          -  -       1,502,915
Exercise Of
 Stock Options            585           585         6,323        -  -           -  -         -  -           6,908
Purchase of
 Treasury Stock        -  -          -  -          -  -          -  -           -  -        (31,280)      (31,280)
Stock Options             (53)          (53)       -  -          -  -           -  -         -  -             (53)
                   ----------   -----------   -----------   -----------   -----------   -----------   -----------

BALANCE,
 DECEMBER 31,
 2004               1,015,522   $ 1,015,522   $ 6,879,298   $ 4,504,949   $  (112,764)  $  (292,348)  $11,994,657
                   ==========   ===========   ===========   ===========   ===========   ===========   ===========
</Table>


The accompanying notes are an integral part of these statements.

                                    -6-
<PAGE>
                       RIVOLI BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE YEARS ENDED DECEMBER 31

                                           2004          2003          2002
                                           ----          ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                         $  1,502,915  $  1,406,405  $  1,153,011
  Adjustments to Reconcile Net
  Income to Net Cash Provided from
  Operating Activities
      Deferred Taxes                      169,057        20,063      (101,155)
      Depreciation                        270,670       212,020       250,008
      Amortization and Accretion          156,394       315,458        39,702
      Provision for Loan Losses           630,000       261,000       364,000
      Securities Gains                    (32,745)     (144,436)     (137,497)
      Loss on Sale of Other Real Estate    -  -          -  -           2,050
      Loss on Sale of Repossessions        -  -           4,601        -  -
      Loss (Gain) on Disposal
        of Premises and Equipment        (216,961)       27,896          (900)
      CHANGE IN
        Loans Held for Sale            (6,161,827)       -  -          -  -
        Other Assets                     (161,915)     (109,546)        2,774
        Other Liabilities                 (54,006)     (195,532)       (9,278)
                                     ------------  ------------  ------------
                                       (3,898,418)    1,797,929     1,562,715
                                     ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Investment Securities
     Available for Sale                (3,886,506)  (28,566,478)  (11,193,610)
   Proceeds from Disposition of
     Investment Securities
     Available For Sale                10,342,796    19,063,164    12,005,613
   Purchase of
     Federal Home Loan Bank Stock        (437,900)     (312,500)     (157,500)
   Purchase of
     Federal Reserve Bank Stock            -  -         (75,519)     (226,550)
   Loans to Customers, Net            (31,804,268)  (12,381,074)  (13,443,567)
   Purchase of Premises and Equipment  (1,188,631)     (104,154)      (93,269)
   Proceeds from Disposal of
     Premises and Equipment               412,383        -  -             900
   Proceeds from Sale of
     Other Real Estate                     -  -          -  -          72,902
   Proceeds from Sale of Repossessions     -  -          45,000        -  -
                                     ------------  ------------  ------------
                                      (26,562,126)  (22,331,561)  (13,035,081)
                                     ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase in Deposits                48,406,168    13,440,163     4,537,238
   Demand Note to the U.S. Treasury         1,882      (473,291)      307,641
   Federal Funds Purchased             (3,023,000)    3,023,000        -  -
   Proceeds from Borrowed Money         8,750,000     7,250,000     5,300,000
   Principal Payments
     on Borrowed Money                 (2,150,000)   (1,000,000)   (2,150,000)
   Proceeds from Issuance of
     Subordinated Debt (Trust
     Preferred Securities)                 -  -          -  -       3,093,000
   Issuance of Common Stock                 6,908        27,477        56,521
   Purchase of Treasury Stock             (31,280)     (261,068)       -  -
   Purchase and
     Retirement of Common Stock               (53)       -  -          -  -
                                     ------------  ------------  ------------
                                       51,960,625    22,006,281    11,144,400
                                     ------------  ------------  ------------

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                  21,500,081     1,472,649      (327,966)

CASH AND CASH EQUIVALENTS, BEGINNING    8,807,030     7,334,381     7,662,347
                                     ------------  ------------  ------------

CASH AND CASH EQUIVALENTS, ENDING    $ 30,307,111  $  8,807,030  $  7,334,381
                                     ============  ============  ============

The accompanying notes are an integral part of these statements.

                                    -7-
<PAGE>
                      RIVOLI BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

Rivoli BanCorp, Inc. (the Company) is a one bank holding company located in
Macon, Georgia.  The consolidated financial statements include the accounts of
Rivoli BanCorp, Inc. and its wholly-owned subsidiary, Rivoli Bank & Trust (the
Bank) of Macon, Georgia.  All intercompany accounts have been eliminated
during consolidation.

NATURE OF OPERATIONS

The Bank provides a full range of retail and commercial banking services for
consumers and small to medium size businesses located primarily in central
Georgia.  During 2004, the Bank opened four mortgage origination offices in
the central Georgia area.  Lending and investing activities are funded
primarily by deposits gathered through its retail branch office network.

USE OF ESTIMATES

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

RECLASSIFICATIONS

In certain instances, amounts reported in prior years' financial statements
have been reclassified to conform to statement presentations selected for
2004.  Such reclassifications had no effect on previously reported
stockholders' equity or net income.

CONCENTRATIONS OF CREDIT RISK

Lending is concentrated in mortgage, commercial and consumer loans to local
borrowers.  The Bank has a high concentration of real estate loans; however,
these loans are well collateralized and, in management's opinion, do not pose
an unacceptable level of credit risk.  In addition, the balance of the loan
portfolio is sufficiently diversified to avoid significant concentration of
credit risk.  Although the Bank has a diversified loan portfolio, a
substantial portion of borrowers' ability to honor their contracts is
dependent upon the viability of the real estate economic sector.


                                    -8-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CONCENTRATIONS OF CREDIT RISK (CONTINUED)

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

ACCOUNTING POLICIES

The accounting and reporting policies of the Company and the Bank are in
accordance with accounting principles generally accepted and conform to
general practices within the commercial banking industry.  The significant
accounting policies followed by the Company and the methods of applying those
policies are summarized hereafter.

INVESTMENT SECURITIES

Investment securities are recorded under Statement of Financial Accounting
Standards (SFAS) No. 115, whereby the Company classifies its securities as
trading, available for sale or held to maturity.  Securities that are held
principally for resale in the near term are classified as trading.  Trading
securities are carried at fair value, with realized and unrealized gains and
losses included in noninterest income.  Securities acquired with both the
intent and ability to be held to maturity are classified as held to maturity
and reported at amortized cost.  All other securities not classified as
trading or held to maturity are considered available for sale.

Securities available for sale are reported at estimated fair value.  Premiums
and discounts are recognized in interest income using the interest method over
the period to maturity.  Unrealized gains and losses on securities available
for sale are excluded from earnings and are reported, net of deferred taxes,
in accumulated other comprehensive income, a component of stockholders'
equity.  Declines in the fair value of investment securities available for
sale below their cost that are deemed to be other than temporary are reflected
in earnings as realized losses.  In estimating other than temporary impairment
losses, management considers (1) the length of time and the extent to which
the fair value has been less than cost, (2) the financial condition and near-
term prospects of the issuer, and (3) the intent and ability of the Bank to
retain its investment in the issuer for a period of time sufficient to allow
for any anticipated recovery in fair value.  Realized and unrealized gains and
losses are computed using the specific identification method.  Securities
available for sale may be sold to meet liquidity needs arising from
unanticipated deposit and loan fluctuations, changes in regulatory capital
requirements, or unforeseen changes in market conditions.

RESTRICTED STOCKS

Restricted stocks consist of investments in stocks of a Federal Home Loan Bank
(FHLB) and a Federal Reserve Bank (FRB), required for every federally insured
institution that utilizes their services.  FHLB and FRB stocks are considered
restricted, as defined in SFAS No. 115; accordingly, the provisions of SFAS
No. 115 are not applicable to these investments.  The FHLB and FRB stocks are
reported in the consolidated financial statements at cost.  Dividend income is
recognized when earned.


                                    -9-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LOANS HELD FOR SALE

Loans held for sale are reported at the lower of cost or market value on an
aggregate loan portfolio basis.  Gains or losses realized on the sales of
loans are recognized at the time of sale and are determined by the difference
between the net sales proceeds and the carrying value of the loans sold.
Gains and losses on sales of loans are included in noninterest income.

LOANS

Loans that the Company has the ability and intent to hold for the foreseeable
future or until maturity are recorded at their principal amount outstanding,
net of unearned interest and fees.  Interest income on loans is recognized
using the effective interest method.

When management believes there is sufficient doubt as to the collectibility of
principal or interest on any loan, or generally when loans are 90 days or more
past due, the accrual of applicable interest is discontinued and the loan is
designated as nonaccrual, unless the loan is well secured and in the process
of collection.  Interest payments received on nonaccrual loans are either
applied against principal or reported as income, according to management's
judgment as to the collectibility of principal.  Loans are returned to an
accrual status when factors indicating doubtful collectibility on a timely
basis no longer exist.

A loan is considered impaired when, based on current information and events,
it is probable that the Company will be unable to collect the scheduled
payments of principal or interest when due according to the contractual terms
of the loan agreement.  Factors considered by management in determining
impairment include payment status, collateral value, and the probability of
collecting scheduled principal and interest payments when due.  Loans that
experience insignificant payment delays and payment shortfalls generally are
not classified as impaired.  Management determines the significance of payment
delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower's
prior payment record, and the amount of the shortfall in relation to the
principal and interest owed.  Impairment is measured on a loan-by-loan basis
for commercial and construction loans by either the present value of expected
future cash flows discounted at the loan's effective interest rate, the loan's
obtainable market price, or the fair value of the collateral if the loan is
collateral dependent.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established as losses are estimated to have
occurred through a provision for loan losses charged to earnings.  Loan losses
are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed.  Subsequent recoveries, if
any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management
and is based upon management's periodic review of the collectibility of the
loans in light of historical experience, the nature and volume of the loan
portfolio, adverse situations that may affect the borrower's ability to repay,
estimated value of any underlying collateral and prevailing economic
conditions.  This evaluation is inherently subjective, as it requires
estimates that are susceptible to significant revisions as more information
becomes available.


                                    -10-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The allowance consists of specific, general and unallocated components.  The
specific component relates to loans that are classified as either doubtful,
substandard or special mention.  For such loans that are also classified as
impaired, an allowance is established when the discounted cash flows (or
collateral value or observable market price) of the impaired loan is lower
than the carrying value of that loan.  The general component covers
nonclassified loans and is based on historical loss experience adjusted for
qualitative factors.  An unallocated component is maintained to cover
uncertainties that could affect management's estimate of probable losses.  The
unallocated component of the allowance reflects the margin of imprecision
inherent in the underlying assumptions used in the methodologies for
estimating specific and general losses in the portfolio.

PREMISES AND EQUIPMENT

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

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

          Description              Life in Years             Method
          -----------              -------------             ------
     Banking Premises                  7-39                Straight-Line
     Furniture and Equipment           3-15                Straight-Line

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

INCOME TAXES

The provision for income taxes is based upon income for financial statement
purposes, adjusted for nontaxable income and nondeductible expenses.  Deferred
income taxes have been provided when different accounting methods have been
used in determining income for income tax purposes and for financial reporting
purposes.  Deferred tax assets and liabilities are recognized based on future
tax consequences attributable to differences arising from the financial
statement carrying values of assets and liabilities and their tax bases.  The
differences relate primarily to depreciable assets (use of different
depreciation methods for financial statement and income tax purposes) and
allowance for loan losses (use of the allowance method for financial statement
purposes and the experience method for tax purposes).  In the event of changes
in the tax laws, deferred tax assets and liabilities are adjusted in the
period of the enactment of those changes, with the effects included in the
income tax provision.  The Company and the Bank file a consolidated federal
income tax return.  The Bank pays its proportional share of federal income
taxes to the Company based on its taxable income.


                                    -11-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

COMPREHENSIVE INCOME

Accounting principles generally require that recognized revenue, expenses,
gains and losses be included in net income. Certain changes in assets and
liabilities, such as unrealized gains and losses on securities available for
sale, represent equity changes from economic events of the period other than
transactions with owners and are not reported in the consolidated statements
of income but as a separate component of the equity section of the
consolidated balance sheets.  Such items are considered components of other
comprehensive income.  SFAS No. 130, Reporting Comprehensive Income, requires
the presentation in the financial statements of net income and all items of
other comprehensive income as total comprehensive income.

OTHER REAL ESTATE

Other real estate generally represents real estate acquired through
foreclosure and is initially recorded at the lower of cost or estimated market
value at the date of acquisition.  Losses from the acquisition of property in
full or partial satisfaction of debt are recorded as loan losses.  Subsequent
declines in value, routine holding costs and gains or losses upon disposition
are included in other losses.

STATEMENT OF CASH FLOWS

For purposes of reporting cash flows, cash and cash equivalents include cash
on hand, cash items, interest-bearing and noninterest-bearing amounts due from
banks and federal funds sold.

TRANSFER OF FINANCIAL ASSETS

Transfers of financial assets are accounted for as sales, when control over
the assets has been surrendered.  Control over transferred assets is deemed to
be surrendered when (1) the assets have been isolated from the Company, (2)
the transferee obtains the right (free of conditions that constrain it from
taking advantage of that right) to pledge or exchange the transferred assets,
and (3) the Company does not maintain effective control over the transferred
assets through an agreement to repurchase them before their maturity.

OFF-BALANCE SHEET CREDIT RELATED FINANCIAL INSTRUMENTS

In the ordinary course of business, the Company has entered into commitments
to extend credit, commercial letters of credit and standby letters of credit.
Such financial instruments are recorded when they are funded.


                                    -12-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CHANGES IN ACCOUNTING PRINCIPLES AND EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

Emerging Issues Task Force Issue No. 03-1, The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments, (EITF 03-1) was issued
in late 2003 with an effective date of March 31, 2004.  EITF 03-1 provides
guidance for determining the meaning of  "other-than-temporarily impaired" and
its application to certain debt and equity securities within the scope of SFAS
No. 115, Accounting for Certain Investments in Debt and Equity Securities, and
investments accounted for under the cost method.  The guidance requires that
investments which have declined in value due to credit concerns or solely due
to changes in interest rates must be recorded as other-than-temporarily
impaired unless the Company can assert and demonstrate its intention to hold
the security for a period of time sufficient to allow for a recovery of fair
value up to or beyond the cost of the investment which might mean maturity.
This issue also requires disclosures assessing the ability and intent to hold
investments in instances in which an investor determines that an investment
with a fair value less than cost is not other-than-temporarily impaired.

On September 30, 2004, the FASB delayed indefinitely the effective date for
the measurement and recognition guidance contained in EITF 03-1. This delay
does not suspend the requirement to recognize other-than-temporary impairments
as required by existing authoritative literature or to disclose certain
information on impaired investments.  The application of the guidance
originally included in EITF 03-1 would not have had a material effect on the
Bank's financial condition or results of operations.

On December 16, 2004, the FASB issued SFAS No. 123R, Share-Based Payment,
which is an Amendment of FASB Statement Nos. 123 and 95.  SFAS No. 123R
changes, among other things, the manner in which share-based compensation,
such as stock options, will be accounted for by both public and nonpublic
companies, and will be effective as of the beginning of the first interim or
annual reporting period that begins after December 31, 2005. For public
companies, the cost of employee services received in exchange for equity
instruments including options and restricted stock awards generally will be
measured at fair value at the grant date. The grant date fair value will be
estimated using option-pricing models adjusted for the unique characteristics
of those options and instruments, unless observable market prices for the same
or similar options are available. The cost will be recognized over the
requisite service period, often the vesting period, and will be remeasured
subsequently at each reporting date through settlement date.

The changes in accounting will replace existing requirements under SFAS No.
123, Accounting for Stock-Based Compensation, and will eliminate the ability
to account for share-based compensation transactions using APB Opinion No. 25,
Accounting for Stock Issued to Employees, which does not require companies to
expense options if the exercise price is equal to the trading price at the
date of grant. The accounting for similar transactions involving parties other
than employees or the accounting for employee stock ownership plans that are
subject to American Institute of Certified Public Accountants (AICPA)
Statement of Position 93-6, Employers' Accounting for Employee Stock Ownership
Plans, would remain unchanged.


                                    -13-
<PAGE>
(2)  CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS

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

                                                    2004          2003
                                                    ----          ----
Cash on Hand and Cash Items                     $   576,228   $   700,759
Noninterest-Bearing Deposits with Other Banks     9,242,899     4,430,360
Interest-Bearing Deposits with FHLB               1,289,984     3,515,911
                                                -----------   -----------
                                                $11,109,111   $ 8,647,030
                                                ===========   ===========

As of December 31, 2004, the Bank had required deposits of $532,184 with the
Federal Reserve.


(3)  INVESTMENT SECURITIES AVAILABLE FOR SALE

Investment securities available for sale as of December 31 are summarized as
follows:

                                              Gross    Gross
                               Amortized   Unrealized Unrealized
                                  Cost        Gains    Losses      Fair Value
                               -----------    -----    ------      ----------

           2004

U.S. Government Agencies
  Mortgage Backed             $ 12,487,126  $ 12,312  $(197,379)  $ 12,302,059
  Other                          5,748,145    28,620    (16,165)     5,760,600
State, County
  and Municipal                  4,886,100    42,111    (42,981)     4,885,230
Corporate Bond Obligations         500,000     -  -      -  -          500,000
                              ------------  --------  ----------  ------------
                              $ 23,621,371  $ 83,043  $(256,525)  $ 23,447,889
                              ============  ========  ==========  ============

           2003

U.S. Government Agencies
  Mortgage Backed             $ 14,299,512  $ 25,537  $(170,602)  $ 14,154,447
  Other                         10,653,893   162,781     (6,350)    10,810,324
State, County
  and Municipal                  4,744,904    60,082    (95,845)     4,709,141
Corporate Bond Obligations         500,000     -  -      -  -          500,000
                              ------------  --------  ----------  ------------
                              $ 30,198,309  $248,400  $(272,797)  $ 30,173,912
                              ============  ========  ==========  ============


                                    -14-
<PAGE>
(3)  INVESTMENT SECURITIES (CONTINUED)

The amortized cost and fair value of investment securities available for sale
as of December 31, 2004, by contractual maturity, are presented hereafter.
Expected maturities will differ from contractual maturities because issuers
have the right to call or prepay obligations with or without call or
prepayment penalties.

                                              Available-for-Sale
                                        ------------------------------
                                         Amortized           Fair
                                           Costs             Value
                                        -----------      -------------
      Due in one year or less           $ 2,421,010      $ 2,455,217
      Due after one through five years    3,717,274        3,711,008
      Due after five through ten years    1,815,221        1,826,609
      Due after ten years                 3,180,740        3,152,996
                                        -----------      -----------
                                         11,134,245       11,145,830
      Mortgage backed securities         12,487,126       12,302,059
                                        -----------      -----------
                                        $23,621,371      $23,447,889
                                        ===========      ===========

Proceeds from sales of investments in debt securities were $4,776,860 in 2004,
$8,312,518 in 2003, and  $6,353,176 in 2002.  Gross realized gains totaled
$37,282, $162,293 and $158,850 in 2004, 2003 and 2002, respectively.  Gross
realized losses totaled $4,537, $17,857 and $21,353 in 2004, 2003 and 2002,
respectively.

Investment securities having a carrying value approximating $745,400 and
$16,807,600 as of December 31, 2004 and 2003, respectively, were pledged to
secure public deposits and for other purposes.

The following outlines the unrealized loss and fair value by investment
category and length of time that individual securities available for sale have
been in a continuous unrealized loss position at December 31:

                     Less Than            12 Months
                     12 Months             or More             Total
                -------------------- ------------------- --------------------
                              Gross               Gross                Gross
                   Fair    Unrealized   Fair   Unrealized   Fair    Unrealized
                   Value     Losses     Value    Losses     Value     Losses
                   -----     ------     -----    ------     -----     ------

     2004

U.S. Government
 Agencies       $ 2,730,100 $ 16,165 $   -  -   $  -  -  $ 2,730,100 $ 16,165
Mortgage Backed   5,970,811   71,124  5,078,332  126,255  11,049,143  197,379
State, County
 and Municipal    1,431,224   15,638  1,312,738   27,343   2,743,962   42,981
                ----------- -------- ---------- -------- ----------- --------
                $10,132,135 $102,927 $6,391,070 $153,598 $16,523,205 $256,525
                =========== ======== ========== ======== =========== ========

     2003

U.S. Government
 Agencies       $10,810,324 $  6,350 $   -  -   $  -  -  $10,810,324 $  6,350
Mortgage Backed  14,154,447  170,602     -  -      -  -   14,154,447  170,602
State, County
 and Municipal    4,709,141   95,845     -  -      -  -    4,709,141   95,845
                ----------- -------- ---------- -------- ----------- --------
                $29,673,912 $272,797 $   -  -   $  -  -  $29,673,912 $272,797
                =========== ======== ========== ======== =========== ========


                                    -15-
<PAGE>
(3)  INVESTMENT SECURITIES (CONTINUED)

At December 31, 2004, 14 out of 21 securities issued by U.S. Government
agencies and U.S. Government sponsored corporations, including mortgage-backed
securities, contained unrealized losses.  At December 31, 2004, 12 out of 20
securities issued by state municipalities contained unrealized losses.

At December 31, 2003, 11 out of 31 securities issued by U.S. Government
agencies and U.S. Government sponsored corporations, including mortgage-backed
securities, contained unrealized losses.  At December 31, 2003, 14 of 19
securities issued by state municipalities contained unrealized losses.

At December 31, 2004 and 2003, unrealized losses on the debt securities arose
due to changing interest rates and market conditions and are considered to be
temporary because of acceptable investment grades were the repayment sources
of principal and interest are backed by the U.S. Government, U.S. Government
sponsored corporations, or state municipalities.


(4)  LOANS

The composition of loans as of December 31 are:

                                                   2004            2003
                                                   ----            ----
	Loans Secured by Real Estate
	  Construction and Land Development     $  20,688,494   $  13,814,774
	  Mortgage                                 30,236,126      19,043,300
	Commercial, Industrial and Agricultural    68,597,636      59,133,767
	Installment Loans                          21,981,082      19,189,057
	Other                                       1,002,571         265,688
                                              -------------   -------------
	                                        $ 142,505,909   $ 111,446,586
                                              =============   =============

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

                                                   2004            2003
                                                   ----            ----
	Total Investment in Impaired Loans      $   2,815,427   $   1,629,557
	Less Allowance for Impaired Loan Losses       445,764         249,050
                                              -------------   -------------
	Net Investment                          $   2,369,663   $   1,380,507
                                              =============   =============
	Average Investment                      $   1,875,085   $   1,673,290
                                              =============   =============

Nonaccrual loans are loans for which principal and interest are doubtful of
collection in accordance with original loan terms and for which accruals of
interest have been discontinued due to payment delinquency.  Nonaccrual loans
totaled $139,427 and $97,369 as of December 31, 2004 and 2003, respectively,
and the total recorded investment in loans past due 90 days or more and still
accruing interest approximated $19,900 and $13,000, respectively.

Foregone interest on impaired and other nonperforming loans totaled $15,287 in
2004, $26,621 in 2003 and $39,423 in 2002.


                                    -16-
<PAGE>
(5)  ALLOWANCE FOR LOAN LOSSES

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

                                        2004         2003         2002
                                        ----         ----         ----
BALANCE, BEGINNING                 $ 1,595,021  $ 1,506,910  $ 1,305,459
Provision Charged
 to Operating Expense                  630,000      261,000      364,000
Loans Charged Off                     (636,494)    (185,592)    (194,597)
Loan Recoveries                         71,055       12,703       32,048
                                   -----------  -----------  -----------
BALANCE, ENDING                    $ 1,659,582  $ 1,595,021  $ 1,506,910
                                   ===========  ===========  ===========


(6)  PREMISES AND EQUIPMENT

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

                                                2004          2003
                                                ----          ----
	Land                                  $ 1,115,435   $   722,161
	Buildings                               3,076,572     3,029,738
	Furniture, Fixtures and Equipment       1,144,619       662,778
      Construction in Progress                   83,650        22,191
                                            -----------   -----------
	                                        5,420,276     4,436,868
	Accumulated Depreciation               (1,126,661)     (865,792)
                                            -----------   -----------
	                                      $ 4,293,615   $ 3,571,076
                                            ===========   ===========

Depreciation charged to operations totaled $270,670 in 2004, $212,020 in 2003
and $250,008 in 2002.

Certain bank facilities are leased under various operating leases.  Rental
expense was $155,956 in 2004 and $40,686 in 2003 and 2002.

Future minimum rental commitments under noncancelable leases are:

                        Year                Amount
                     ------------           ------
                        2005             $    159,326
                        2006                  127,026
                        2007                  127,026
                        2008                  127,026
                        2009                   65,408
                     Thereafter               111,886
                                         ------------
                                         $    717,698
                                         ============


                                    -17-
<PAGE>
(7)  INCOME TAXES

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

                                           2004         2003         2002
                                           ----         ----         ----
   Current Federal Expense             $   380,398  $   722,792  $   712,671
   Deferred Federal Expense (Benefit)      169,057       20,063     (101,155)
                                       -----------  -----------  -----------
                                           549,455      742,855      611,516

   Current State Tax Expense                66,002       69,980       60,358
                                       -----------  -----------  -----------
                                       $   615,457  $   812,835  $   671,874
                                       ===========  ===========  ===========

Federal income tax expense of $549,455 in 2004, $742,855 in 2003 and $611,516
in 2002 is less than the income taxes computed by applying the federal
statutory rate of 34 percent to income before income taxes.  The reasons for
the differences are presented hereafter:

                                           2003         2002         2001
                                           ----         ----         ----
   STATUTORY FEDERAL INCOME TAXES      $   720,247  $   754,542  $   620,461
     Tax-Exempt Interest                   (48,392)     (34,869)     (15,821)
     Interest Expense Disallowance           4,761        3,388        3,244
     Other                                (127,161)      19,794        3,632
                                       -----------  -----------  -----------
   ACTUAL FEDERAL INCOME TAXES         $   549,455  $   742,855  $   611,516
                                       ===========  ===========  ===========

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

                                              2004         2003
                                              ----         ----
    DEFERRED TAX ASSETS
      Allowance for Loan Losses           $   454,752  $   490,208
      Organization Costs                        3,490        5,235
      Other                                    31,371       30,384
                                          -----------  -----------
                                              489,613      525,827
    DEFERRED TAX LIABILITIES
      Premises and Equipment                 (191,544)     (58,701)
                                          -----------  -----------
                                              298,069      467,126
    DEFERRED TAX ASSET
      ON UNREALIZED SECURITIES LOSSES          60,719        8,539
                                          -----------  -----------
    NET DEFERRED TAX ASSET                $   358,788  $   475,665
                                          ===========  ===========


                                    -18-
<PAGE>
(8)  DEPOSITS

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

                                                2004          2003
                                                ----          ----
     Interest-Bearing Demand               $ 78,789,483  $ 56,935,623
     Savings                                  3,670,375     2,760,965
     Time, $100,000 and Over                 34,554,077    16,328,088
     Other Time                              21,552,124    18,201,222
                                           ------------  ------------
                                           $138,566,059  $ 94,225,898
                                           ============  ============

The aggregate amount of overdrawn deposit accounts reclassified as loan
balances totaled $82,369 and $93,608 as of December 31, 2004 and 2003,
respectively.

The aggregate amount of short-term jumbo certificates of deposit, each with a
minimum denomination of $100,000, approximated $20,961,000 and $9,231,000 on
December 31, 2004 and 2003, respectively.

As of December 31, 2004, the scheduled maturities of certificates of deposit
are as follows:

                        Year               Amount
                     ------------           ------
                        2005             $ 42,063,265
                        2006               10,936,531
                        2007                2,828,364
                        2008                  101,600
                        2009                  176,441
                                         ------------
                                         $ 56,106,201
                                         ============

Brokered deposits are third-party time deposits placed by or through the
assistance of a deposit broker.  As of December 31, 2004 and 2003, the Company
had $26,254,141 and $8,461,000, respectively, in brokered deposits.  The
brokered deposits at December 31, 2004 were issued at a weighted average rate
of 2.474 percent and mature at various times through 2007.


                                    -19-
<PAGE>
(9)  OTHER BORROWED MONEY

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

                                                       2004         2003
                                                      -----         ----
Advances Under the Blanket Agreement
for Advances and Security Agreement with
the Federal Home Loan Bank (FHLB) Have
Maturities in Varying Amounts Through
January 13, 2011 and Interest Rates Ranging
From 1.65 Percent to 5.92 Percent.  Various
Types of Loan Receivables are Pledged as
Collateral for the FHLB Advances.  At December
31, 2004, the Company had a Credit Availability
Totaling $83,328,688.  Lending Collateral Value
was $31,693,554 of which $7,293,554 was Available. $24,400,000   $19,400,000

$2,000,000 Line of Credit to Thomasville National
Bank, Interest Due Quarterly at the Wall Street
Prime Beginning March 6, 2005 with Entire Balance
Due March 6, 2006.  Secured by Company
Stock and a Pledged Investment Security              1,600,000        -  -
                                                   -----------   -----------
                                                   $26,000,000   $19,400,000
                                                   ===========   ===========

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

                        Year               Amount
                     ------------           ------
                        2005             $  1,000,000
                        2006                8,850,000
                        2007                4,150,000
                        2008                2,000,000
                        2009                   -  -
                      Thereafter           10,000,000
                                         ------------
                                         $ 26,000,000
                                         ============

At December 31, 2004, the Company has $11,600,000 available in short-term
lines of credit with its correspondent banks.


(10) SUBORDINATED DEBT (TRUST PREFERRED SECURITIES)

During the fourth quarter of 2002, the Company formed a subsidiary, Rivoli
BanCorp Trust I, whose sole purpose was to issue $3,000,000 in Trust Preferred
Securities through a pool sponsored by Wells Fargo Bank.  The Trust Preferred
Securities have a maturity of 30 years and are redeemable after five years
with certain exceptions.  At December 31, 2004 and 2003, the floating-rate
securities had a 5.17 and 4.58 percent interest rate, respectively.  The
interest rate resets quarterly at the three-month LIBOR rate plus 3.45
percent.  The Trust Preferred Securities are recorded as subordinated debt on
the consolidated balance sheets, but, subject to certain limitations, qualify
as Tier 1 capital for regulatory capital purposes.  The majority of the
proceeds from the offering were invested in the Bank to support lending and
other operations.


                                    -20-
<PAGE>
(10) SUBORDINATED DEBT (TRUST PREFERRED SECURITIES) (CONTINUED)

On December 31, 2003, the Company retroactively implemented FN 46R,
Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,
resulting in the deconsolidation of Rivoli BanCorp Trust I.  The
implementation of this interpretation resulted in the Company's $93,000
investment in the common equity of the trust being included in the
consolidated balance sheets as other assets and subordinated debt as of
December 31, 2004 and 2003.  The interest income and interest expense received
from and paid to the trust, respectively, are included in the consolidated
statements of income as interest income and interest expense.  The increase to
interest income and interest expense totaled $4,507 and $4,691 for the years
ended December 31, 2004 and 2003, respectively.


(11) 401(K) SAVINGS AND PROFIT SHARING PLAN

The Bank sponsors a 401(k) Savings Incentive and Profit Sharing Plan.
Employees become eligible after having completed one year and 1,000 hours of
service and attaining the age of 21.  Employer contributions to the plan
include a discretionary matching contribution based on the salary reduction
elected by the individual employees and a discretionary amount allocated based
on compensation received by eligible participants.  Expense under the plan was
$64,894 in 2004, $45,171 in 2003 and $62,091 in 2002.


(12) COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing need of its customers.
These financial instruments include commitments to extend credit and standby
letters of credit.  Those instruments involve, to varying degrees, elements of
credit risk in excess of the amount recognized on the balance sheets.  The
contractual amounts of those instruments reflect the extent of involvement the
Company has in particular classes of financial instruments.

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.  The Company uses the same credit policies in making commitments
and conditional obligations as it does for on-balance sheet instruments.  In
most cases, the Company requires collateral to support financial instruments
with credit risk.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee.  Since many of the commitments may expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.  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.  Collateral held varies but may include
unimproved and improved real estate, certificates of deposit or personal
property.

Standby letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party.  The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan facilities to customers.


                                    -21-
<PAGE>
(12) COMMITMENTS AND CONTINGENCIES (CONTINUED)

As of December 31, 2004 and 2003, commitments under standby letters of credit
approximated $1,131,000 and $183,000, respectively.  Unfunded loan commitments
as of December 31, 2004 and 2003 approximated $30,787,000 and $35,021,000,
respectively.


(13) RATE LOCK COMMITMENTS

On July 1, 2003, the Company adopted SFAS No. 149, Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities.  This statement requires
that all derivatives be recognized as assets or liabilities in the balance
sheet and measured at fair value.  Loan commitments related to the origination
or acquisition of mortgage loans that will be held for sale must be accounted
for as derivative instruments.

The Company enters into commitments to originate loans whereby the interest
rate on the loan is determined prior to funding (rate lock commitments).  Rate
lock commitments on mortgage loans that are intended to be sold are considered
to be derivatives.  Accordingly, such commitments, along with related fees
received from potential borrowers, are to be recorded at fair value in
derivative assets or liabilities, with changes in fair value recorded in the
net gain or loss on sale of mortgage loans.  Fair value is based on fees
currently charged to enter into similar agreements, and for fixed-rate
commitments also considers the difference between current levels of interest
rates and the committed rates.  The Company has not recorded rate lock
commitments as derivative assets or liabilities as of December 31, 2004 as the
effects did not have a material effect upon the consolidated financial
statements.


(14) STOCK OPTION PLANS

During 1996, 13,600 options were granted to an executive of the Bank at a
price of $7.35.  The options vested immediately.  During 1998, the board of
directors of the Company adopted a qualified and nonqualified incentive stock
option plan which together authorizes 204,000 options to be granted to certain
directors, officers and key employees.  Each option, when surrendered with a
certain cash consideration, will be converted into one share of the Company's
common stock.  During 1998, 124,984 options were granted at a price of $9.07,
with 20,264 vesting over a five-year period and 104,720 vesting immediately.
During 1999, 18,400 options were granted at a price of $11.37, vesting over a
five-year period.  During 2000, 25,800 options were granted at a price of
$15.00, vesting over a five-year period.  Additionally, 8,667 options were
granted at a price of $12.75 with 4,000 vesting over a five-year period and
4,667 vesting immediately.  During 2001, 9,600 options were granted at a price
of $13.20, vesting immediately and 2,000 options were granted at a price of
$12.75 vesting over a five-year period.  No options were granted in 2002.
During 2003, 3,333 options were granted at a price of $16.13, 2,666 options
were granted at a price of $15.75 and 667 options were granted at a price of
$12.74.  All options granted in 2003 vest over a five-year period.  During
2004, 6,000 options were granted at a price of $16.13, vesting over a five-
year period.  All unexercised options expire at the end of the tenth year.


                                    -22-
<PAGE>
(14) STOCK OPTION PLANS (CONTINUED)

A summary of option transactions follows:

                                                          SHARES
                                                          ------
         Granted                                          215,717
         Canceled                                          31,592
         Exercised                                         10,237
                                                          -------
         Outstanding, December 31, 2004                   173,888
                                                          =======
         Eligible to be Exercised, December 31, 2004      158,669
                                                          =======


(15) INTEREST INCOME AND EXPENSE

Interest income of $200,102, $139,978 and $57,845 from state, county and
municipal bonds was exempt from regular income taxes in 2004, 2003 and 2002,
respectively.

Interest on deposits includes interest expense on time certificates of
$100,000 or more totaling $598,878, $419,371, and $428,951 for the years ended
December 31, 2004, 2003 and 2002, respectively.


(16) SUPPLEMENTAL CASH FLOW INFORMATION

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

                                           2004        2003        2002
                                           ----        ----        ----
      INTEREST EXPENSE                  $2,483,690  $2,371,726  $2,778,032
                                        ==========  ==========  ==========

      INCOME TAXES                      $  499,103  $  806,585  $  678,746
                                        ==========  ==========  ==========

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

                                          2004         2003        2002
                                          ----         ----        ----
     ACQUISITIONS OF REAL ESTATE
     THROUGH FORECLOSURE                $190,000     $ -  -       $  8,000
                                        ========     ========     ========

     UREALIZED (GAIN) LOSS ON
     INVESTMENT SECURITIES
     AVAILABLE FOR SALE                 $149,085     $717,804    $(303,475)
                                        ========     ========    =========


                                    -23-
<PAGE>
(17) EARNINGS PER SHARE

SFAS No. 128 establishes standards for computing and presenting basic and
diluted earnings per share.  Basic earnings per share is calculated and
presented based on income available to common stockholders divided by the
weighted average number of shares outstanding during the reporting periods.
Diluted earnings per share reflects the potential dilution that would occur if
options were exercised and converted into common stock.  The following
presents earnings per share for the years ended December 31, 2004, 2003 and
2002 under the requirements of Statement 128:


                                                          COMMON
                                             INCOME       SHARES
DECEMBER 31, 2004                           NUMERATOR   DENOMINATOR    EPS
-----------------                           ---------   -----------   -----
BASIC EPS
  Income Available to Common Stockholders   $1,502,915     997,041    $1.51
                                            ==========                =====
DILUTIVE EFFECT OF POTENTIAL COMMON STOCK
  Stock Options                                             70,453
                                                          --------
DILUTED EPS
  Income Available to Common Stockholders
    After Assumed Conversions of Dilutive
    Securities                              $1,502,915   1,067,494    $1.41
                                            ==========   =========    =====

DECEMBER 31, 2003
-----------------
BASIC EPS
  Income Available to Common Stockholders   $1,406,405   1,002,949    $1.40
                                            ==========                =====
DILUTIVE EFFECT OF POTENTIAL COMMON STOCK
  Stock Options                                             58,157
                                                          --------
DILUTED EPS
  Income Available to Common Stockholders
    After Assumed Conversions of Dilutive
    Securities                              $1,406,405   1,061,106    $1.33
                                            ==========   =========    =====

DECEMBER 31, 2002
-----------------
BASIC EPS
  Income Available to Common Stockholders   $1,153,011   1,011,091    $1.14
                                            ==========                =====
DILUTIVE EFFECT OF POTENTIAL COMMON STOCK
  Stock Options                                             48,769
                                                         ---------
DILUTED EPS
  Income Available to Common Stockholders
    After Assumed Conversions of Dilutive
    Securities                              $1,153,011   1,059,860    $1.09
                                            ==========   =========    =====


                                    -24-
<PAGE>
(17) EARNINGS PER SHARE (CONTINUED)

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


                                            2004         2003         2002
                                         ----------   ----------   ----------
     NET INCOME

       As Reported                       $1,502,915   $1,406,405   $1,153,011
                                         ==========   ==========   ==========

       Proforma                          $1,484,816   $1,382,500   $1,127,574
                                         ==========   ==========   ==========

     BASIC EARNINGS PER SHARE

       As Reported                       $     1.51   $     1.40   $     1.14
                                         ==========   ==========   ==========

       Proforma                          $     1.49   $     1.38   $     1.12
                                         ==========   ==========   ==========

     DILUTED EARNINGS PER SHARE

       As Reported                       $     1.41   $     1.33   $     1.09
                                         ==========   ==========   ==========

       Proforma                          $     1.39   $     1.30   $     1.06
                                         ==========   ==========   ==========

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

       YEAR GRANTED                   2004   2003   2001   2000   1999   1998
                                      ----   ----   ----   ----   ----   ----
  Expected Annual Dividends
    (As Percent of Stock Price)       0.00%  0.00%  0.00%  0.00%  0.00%  0.00%
  Discount Rate-Bond Equivalent Yield 4.85%  5.15%  4.25%  5.44%  6.48%  6.48%
  Expected Life                       5 yrs  5 yrs  5 yrs  5 yrs  5 yrs  5 yrs
  Expected Cumulative Volatility      7.71% 11.52% 15.79% 16.04% 15.09%  0.10%


                                    -25-
<PAGE>
(18) RELATED PARTY TRANSACTIONS

The aggregate balance of direct and indirect loans to directors, executive
officers or principal holders of equity securities of the Company was $949,665
as of December 31, 2004 and $1,078,650 as of December 31, 2003.  All such
loans were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than a normal risk of collectibility.  A
summary of activity of related party loans is presented hereafter.

                                                     2004          2003
                                                     ----          ----
 BALANCE, BEGINNING                             $ 1,078,650   $   753,911
     New Loans                                       14,053     2,823,843
     Repayments                                    (143,038)   (2,508,650)
     Change in Directors                             -  -           9,546
                                                -----------   -----------
 BALANCE, ENDING                                $   949,665   $ 1,078,650
                                                ===========   ===========

Deposits from related parties held by the Company at December 31, 2004 and
2003 approximated $3,453,000 and $3,541,000, respectively.


                                    -26-
<PAGE>
(19) FINANCIAL INFORMATION OF RIVOLI BANCORP, INC. (PARENT ONLY)

The parent company's balance sheets as of December 31, 2004 and 2003 and the
related statements of income and comprehensive income and cash flows for each
of the years in the three-year period then ended are as follows:

                      RIVOLI BANCORP, INC. (PARENT ONLY)
                              BALANCE SHEETS
                               DECEMBER 31

                                 ASSETS

                                                       2004           2003
                                                   -----------    -----------
Cash                                               $   180,079    $   522,794
Investment in Subsidiaries, at Equity               16,358,097     13,041,420
Deferred Tax Asset                                       3,490          5,235
Trust Preferred Placement Fee, Net                      83,250         86,250
Prepaid Income Taxes                                    84,071         71,703
                                                   -----------    -----------
TOTAL ASSETS                                       $16,708,987    $13,727,402
                                                   ===========    ===========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Interest Payable                                 $    21,330    $    21,330
                                                   -----------    -----------

BORROWED MONEY
Subordinated Debt                                    3,093,000      3,093,000
Other                                                1,600,000         -  -
                                                   -----------    -----------
                                                     4,693,000      3,093,000
                                                   -----------    -----------

STOCKHOLDERS' EQUITY
 Common Stock, Par Value $1 per Share;
   Authorized 10,000,000 Shares, Issued 1,015,522
   and 1,014,990 Shares as of December 31, 2004
   and 2003, Respectively                            1,015,522      1,014,990
 Paid-In Capital                                     6,879,298      6,872,282
 Retained Earnings                                   4,504,949      3,002,727
 Accumulated Other Comprehensive
   Loss, Net of Tax Benefit                           (112,764)       (15,859)
 Treasury stock, 19,281 and 17,581 Shares
    as of December 31, 2004 and 2003,
    Respectively, at Cost                             (292,348)      (261,068)
                                                   -----------    -----------
TOTAL STOCKHOLDERS' EQUITY                          11,994,657     10,613,072
                                                   -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $16,708,987    $13,727,402
                                                   ===========    ===========


                                    -27-
<PAGE>
                      RIVOLI BANCORP, INC. (PARENT ONLY)
                STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                       FOR THE YEAR ENDED DECEMBER 31,

                                              2004       2003        2002
                                          ----------  ----------  -----------
INCOME
 Dividends from Subsidiary                $    4,507  $    4,691  $   -  -
                                          ----------  ----------  -----------
EXPENSE
 Professional Fees                            35,225      24,171       52,798
 Interest                                    149,896     149,689       27,668
 Conferences and Meetings                     -  -         4,648       -  -
 Other                                         6,830       3,010          870
                                          ----------  ----------  -----------
                                             191,951     181,518       81,336
                                          ----------  ----------  -----------

LOSS BEFORE TAX BENEFIT AND EQUITY
  IN UNDISTRIBUTED EARNINGS OF SUBSIDIARY   (187,444)   (176,827)     (81,336)

   Income Tax Benefit                         76,778      70,145       29,926
                                          ----------  ----------  -----------

LOSS BEFORE EQUITY IN UNDISTRIBUTED
  EARNINGS OF SUBSIDIARY                    (110,666)   (106,682)     (51,410)

   Equity in Undistributed
    Earnings of Subsidiary                 1,613,581   1,513,087    1,204,421
                                          ----------  ----------  -----------

NET INCOME                                 1,502,915   1,406,405    1,153,011
                                          ----------  ----------  -----------

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
  Gains (Losses) on Securities
   Arising During the Year                   (75,293)   (378,179)     294,942
  Reclassification Adjustment                (21,612)    (95,328)     (90,749)
                                          ----------  ----------  -----------

  Unrealized Gains (Losses) on Securities    (96,905)   (473,507)     204,193
                                          ----------  ----------  -----------

COMPREHENSIVE INCOME                      $1,406,010  $  932,898  $1,357,204
                                          ==========  ==========  ===========


                                    -28-
<PAGE>
                       RIVOLI BANCORP, INC. (PARENT ONLY)
                          STATEMENT OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,

                                              2004       2003        2002
                                          ----------  ----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income                              $ 1,502,915 $ 1,406,405  $ 1,153,011
 Adjustments to Reconcile
  Net Income to Net Cash Used
  by Operating Activities
    Amortization                               3,000       3,000         750
    Deferred Taxes                            -  -         1,745      (6,980)
    Equity in Undistributed
      Earnings of Subsidiary              (1,613,581) (1,513,087) (1,204,421)
    Other                                    (10,624)    (55,281)    (85,278)
                                         ----------- -----------  ----------
                                            (118,290)   (157,218)   (142,918)
                                         ----------- -----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
 Capital Infusion in Subsidiary           (1,800,000)     -  -    (2,000,000)
 Investment in Statutory Trust                -  -        -  -       (93,000)
                                         ----------- -----------  ----------
                                          (1,800,000)     -  -    (2,093,000)
                                         ----------- -----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of Common Stock                      6,908      27,477      56,521
 Subordinated Debt                            -  -        -  -     3,093,000
 Purchase of Treasury Stock                  (31,280)   (261,068)     -  -
 Proceeds from Other Borrowed Money        1,600,000      -  -        -  -
 Purchase and Retirement of Common Stock         (53)     -  -        -  -
                                         ----------- -----------  ----------
                                           1,575,575    (233,591)  3,149,521
                                         ----------- -----------  ----------

NET INCREASE (DECREASE) IN CASH             (342,715)   (390,809)    913,603

CASH, BEGINNING                              522,794     913,603      -  -
                                         ----------- -----------  ----------

CASH, ENDING                             $   180,079 $   522,794  $  913,603
                                         =========== ===========  ==========


                                    -29-
<PAGE>
(20) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

   CASH AND SHORT-TERM INVESTMENTS - For cash, due from banks, interest-
   bearing deposits and federal funds sold, the carrying amount is a
   reasonable estimate of fair value.

   INVESTMENT SECURITIES AVAILABLE FOR SALE - Fair values for investment
   securities are based on quoted market prices.

   RESTRICTED STOCKS - The fair values of FHLB and FRB stocks approximate
   carrying values.

   LOANS HELD FOR SALE - The fair value of loans held for sale are based on
   commitments on hand from investors or prevailing market rates.

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

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

   BORROWINGS - The carrying amounts of federal funds purchased and other
   short-term borrowings maturing within 90 days approximate fair value.
   Fair values of other borrowings are estimated by discounting cash flows
   based on the Company's current incremental borrowing rates for similar
   types of borrowing arrangements.

   STANDBY LETTERS OF CREDIT - Because standby letters of credit are made
   using variable rates, the contract value is a reasonable estimate of fair
   value.

   UNFULFILLED LOAN COMMITMENTS - Fair values of unfulfilled loan commitments
   are based on fees currently charged to enter into similar agreements,
   taking into account the remaining terms of the agreements and the
   counterparties' credit standing.


                                    -30-
<PAGE>
(20) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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

                                           2004                   2003
                                    -------------------    -------------------
                                    CARRYING  ESTIMATED    CARRYING  ESTIMATED
                                     AMOUNT  FAIR VALUE     AMOUNT  FAIR VALUE
                                    -------- ----------    -------- ----------
                                                 (In Thousands)
ASSETS
  Cash and
    Short-Term Investments         $  30,307  $  30,307   $   8,807  $   8,807
  Investment Securities
    Available for Sale                23,448     23,448      30,174     30,174
  Restricted Stocks                    1,710      1,710       1,272      1,272
  Loans                              140,836    143,024     109,852    113,747
  Loans Held for Sale                  6,162      6,162      -  -       -  -

LIABILITIES
  Deposits                           166,570    166,815     118,164    118,671
  Borrowed Money                      29,128     30,585      25,550     29,726

UNRECOGNIZED FINANCIAL INSTRUMENTS
  Standby Letters of Credit           -  -        1,131      -  -          183
  Unfulfilled Loan Commitments        -  -       30,786      -  -       35,021

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

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


(21) STOCK SPLIT

On February 12, 2004, the board of directors authorized a four-for-three stock
split of the Company's common stock, in the form of a stock dividend,
effective March 22, 2004 payable to stockholders of record as of February 27,
2004.  Common stock, paid-in capital, retained earnings and share data have
been restated to give retroactive effect to the split.


                                    -31-
<PAGE>
(22) REGULATORY CAPITAL MATTERS

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

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

Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios of total and Tier I
capital to risk-weighted assets, and of Tier I capital to average assets.  The
amounts and ratios as defined in regulations are presented hereafter.
Management believes, as of December 31, 2004, the Company meets all capital
adequacy requirements to which it is subject and is classified as well
capitalized under the regulatory framework for prompt corrective action.   In
the opinion of management, there are no conditions or events since prior
notification of capital adequacy from the regulators that have changed the
institution's category.

                                                                TO BE WELL
                                                               CAPITALIZED
                                                               UNDER PROMPT
                                               FOR CAPITAL     CORRECTIVE
                                                ADEQUACY         ACTION
                                  ACTUAL        PURPOSES       PROVISIONS
                              -------------   -------------   -------------
                              AMOUNT  RATIO   AMOUNT  RATIO   AMOUNT   RATIO
                              ------  -----   ------  -----   ------   -----
AS OF DECEMBER 31, 2004
   (In Thousands)

Total Capital
 to Risk-Weighted Assets
   Consolidated              $16,767  10.82% $12,397   8.00%  $15,496   10.00%
   Rivoli Bank & Trust        18,037  11.65   12,386   8.00    15,482   10.00

Tier I Capital
 to Risk-Weighted Assets
   Consolidated               12,107   7.81    6,201   4.00     9,301    6.00
   Rivoli Bank & Trust        16,378  10.58    6,192   4.00     9,288    6.00

Tier I Capital
 to Average Assets
   Consolidated               12,107   7.30    6,634   4.00     8,292    5.00
   Rivoli Bank & Trust        16,378   9.88    6,631   4.00     8,288    5.00

                                    -32-
<PAGE>
(22) Regulatory Capital Matters (Continued)

                                                                TO BE WELL
                                                               CAPITALIZED
                                                               UNDER PROMPT
                                               FOR CAPITAL     CORRECTIVE
                                                ADEQUACY         ACTION
                                  ACTUAL        PURPOSES       PROVISIONS
                              -------------   -------------   -------------
                              AMOUNT  RATIO   AMOUNT  RATIO   AMOUNT   RATIO
                              ------  -----   ------  -----   ------   -----
AS OF DECEMBER 31, 2003
   (In Thousands)

Total Capital
 to Risk-Weighted Assets
   Consolidated              $15,248  12.50% $ 9,756   8.00%  $12,195   10.00%
   Rivoli Bank & Trust        12,975  10.65    9,746   8.00    12,183   10.00

Tier I Capital
 to Risk-Weighted Assets
   Consolidated               10,629   8.71    4,880   4.00     7,319    6.00
   Rivoli Bank & Trust        11,451   9.40    9,746   4.00    12,182    6.00

Tier I Capital
 to Average Assets
   Consolidated               10,629   8.58    4,954   4.00     6,192    5.00
   Rivoli Bank & Trust        11,451   9.25    9,904   4.00    12,379    5.00


                                        -33-