EXHIBIT 99

Safe Harbor Under the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements to encourage companies to
provide prospective information about their companies, so long as those
statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those discussed in the
statement.  InterCounty Bancshares, Inc. ("InterCounty") desires to take
advantage of the "safe harbor" provisions of the Act.  Certain information,
particularly information regarding future economic performance and finances
and plans and objectives of management, contained or incorporated by
reference in InterCounty's Report on Form 10-Q for the quarter ended
September 30, 1999, is forward-looking.  In some cases, information regarding
certain  important factors that could cause actual results of operations or
outcomes of other events to differ materially from any such forward-looking
statement appear together with such statement.  In addition, forward-looking
statements are subject to other risks and uncertainties affecting the
financial institutions industry, including, but not limited to, the
following:

Interest Rate Risk

InterCounty's operating results are dependent to a significant degree on its
net interest income, which is the difference between interest income from
loans, investments and other interest-earning assets and interest expense on
deposits, borrowings and other interest-bearing liabilities.  The interest
income and interest expense of InterCounty change as the interest rates on
interest-earning assets and interest-bearing liabilities change.  Interest
rates may change because of general economic conditions, the policies of
various regulatory authorities and other factors beyond InterCounty's
control.  In a rising interest rate environment, loans tend to prepay slowly
and new loans at higher rates increase slowly, while interest paid on
deposits increases rapidly because the terms to maturity of deposits tend to
be shorter than the terms to maturity or prepayment of loans.  Such
differences in the adjustment of interest rates on assets and liabilities may
negatively affect InterCounty's income.

Possible Inadequacy of the Allowance for Loan Losses

InterCounty maintains an allowance for loan losses based upon a number of
relevant factors, including, but not limited to, trends in the level of
nonperforming assets and classified loans, current and anticipated economic
conditions in the primary lending area, past loss experience, possible losses
arising from specific problem loans and changes in the composition of the
loan portfolio.  While the Board of Directors of InterCounty believes that it
uses the best information available to determine the allowance for loan
losses,

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unforeseen market conditions could result in material adjustments, and net
earnings could be significantly adversely affected if circumstances differ
substantially from the assumptions used in making the final determination.

Loans not secured by one- to four-family residential real estate are
generally considered to involve greater risk of loss than loans secured by
one- to four-family residential real estate due, in part, to the effects of
general economic conditions.  The repayment of commercial loans and
multifamily residential and nonresidential real estate loans generally
depends upon the cash flow from the operation of the business or property,
which may be negatively affected by national and local economic conditions.
Construction loans may also be negatively affected by such economic
conditions, particularly loans made to developers who do not have a buyer for
a property before the loan is made.  The risk of default on consumer loans
increases during periods of recession, high unemployment and other adverse
economic conditions.  When consumers have trouble paying their bills, they
are more likely to pay mortgage loans than consumer loans.  In addition, the
collateral securing such loans, if any, may decrease in value more rapidly
than the outstanding balance of the loan.

Competition

The National Bank and Trust Company (the "Bank") competes for deposits with
other commercial banks, savings associations and credit unions and issuers of
commercial paper and other securities, such as shares in money market mutual
funds.  The primary factors in competing for deposits are interest rates and
convenience of office location.  In making loans, the Bank competes with
other commercial banks, savings and loan associations, savings banks,
consumer finance companies, credit unions, leasing companies, mortgage
companies and other lenders.  Competition is affected by, among other things,
the general availability of lendable funds, general and local economic
conditions, current interest rate levels and other factors which are not
readily predictable.  The size of financial institutions competing with the
Bank is likely to increase as a result of changes in statutes and regulations
eliminating various restrictions on interstate and inter-industry branching
and acquisitions.  Such increased competition may have an adverse effect upon
the Bank.

Legislation and Regulation That May Adversely Affect InterCounty's Earnings

The Bank is subject to regulation, examination and oversight by the Office of
the Comptroller of the Currency (the "OCC"), special examination by the Board
of Governors of the Federal Reserve System (the "FRB") and some regulation,
oversight and special examination by the Federal Deposit Insurance
Corporation (the "FDIC").  As a bank holding company, InterCounty is also
subject to regulation and examination by the FRB.  Such supervision and
regulation of the Bank and InterCounty are intended primarily for the
protection of depositors and not for the maximization of shareholder value
and may affect the ability of the company to engage in various business
activities.  The assessments, filing fees and other costs associated with

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reports, examinations and other regulatory matters are significant and may
have an adverse effect on InterCounty's net earnings.

On November 4, 1999, both houses of Congress adopted legislation, expected to
be signed into law, making substantial changes to the laws governing the
provision of financial services.  The legislation affects, among other
things, the types of services that various types of financial institutions
may provide.  Until the legislation is actually signed into law and
InterCounty is able to analyze the final version fully, it is uncertain what
effect the legislation will have on InterCounty.


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