EXHIBIT 10.12

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


                   REVOLVING CREDIT AND TERM LOAN AGREEMENT


                                  $10,000,000

                                By and Between

                            FIRST STATE CORPORATION

                                      and

                            SUNTRUST BANK, ATLANTA

                            Dated: October 15, 1996


================================================================================
<PAGE>

                                TABLE OF CONTENTS


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ................................  -1-

            Section 1.01.  Defined Terms ..................................  -1-
            Section 1.02.  Accounting Terms ...............................  -5-

ARTICLE II AMOUNT AND TERMS OF THE LOAN ...................................  -5-

            Section 2.01.  Revolving Credit ...............................  -5-
            Section 2.02.  Interest on the Revolving Credit ...............  -5-
            Section 2.03.  Method of Making Advances and Selection of 
                            Interest Rates Under the Revolving Credit .....  -6-
            Section 2.04.  Repayment of Principal Under the Revolving 
                            Credit ........................................  -6-
            Section 2.05.  Renewals and Conversion of Advances Under 
                            the Revolving Credit...........................  -6-
            Section 2.06.  Failure to Select Interest Rates Under the 
                            Revolving Credit ..............................  -6-
            Section 2.07.  Payment of Principal Pursuant to the Term 
                            Loan ..........................................  -6-
            Section 2.08.  Selection of Interest Rates Applicable to 
                           the Term Loan ..................................  -7-
            Section 2.09.  Revolving Credit and Term Note .................  -7-
            Section 2.10.  Method of Payment ..............................  -7-
            Section 2.11.  Use of Proceeds ................................  -7-
            Section 2.12.  Illegality .....................................  -8-
            Section 2.13.  Disaster .......................................  -8-
            Section 2.14.  Increased Cost .................................  -8-
            Section 2.15.  Risk-Based Capital .............................  -9-

ARTICLE III CONDITIONS PRECEDENT ..........................................  -9-

            Section 3.01.  Condition Precedent to the Initial Advances ....  -9-
            Section 3.02.  Conditions Precedent to Subsequent Advances .... -10-
            Section 3.03.  Conditions Precedent to the Term Loan .......... -10-

ARTICLE IV REPRESENTATIONS AND WARRANTIES ................................. -11-

            Section 4.01.  Incorporation, Good Standing, and Due 
                           Qualification .................................. -11-
            Section 4.02.  Corporate Power and Authority .................. -11-
            Section 4.03.  Legally Enforceable Agreement .................. -11-
            Section 4.04.  Financial Statements ........................... -11-
            Section 4.05.  Labor Disputes and Acts of God ................. -11-
            Section 4.06.  Other Agreements ............................... -12-
            Section 4.07.  Litigation ..................................... -12-
            Section 4.08.  No Defaults on Outstanding Judgments or Orders . -12-
            Section 4.09.  Ownership and Liens ............................ -12-
            Section 4.10.  Subsidiaries and Ownership of Stock ............ -12-
            Section 4.11.  ERISA .......................................... -12-
            Section 4.12.  Operation of Business .......................... -12-
            Section 4.13.  Taxes .......................................... -13-
            Section 4.14.  Absence of Undisclosed Liabilities ............. -13-
            Section 4.15.  Environment .................................... -13-
            Section 4.16.  Governmental Approval .......................... -13-
            Section 4.17.  Regulatory Compliance .......................... -13-
<PAGE>

ARTICLE V AFFIRMATIVE COVENANTS ........................................... -13-

            Section 5.01.  Use of Proceeds ................................ -13-
            Section 5.02.  Maintenance of Existenc ........................ -13-
            Section 5.03.  Maintenance of Records ......................... -13-
            Section 5.04.  Maintenance of Properties ...................... -14-
            Section 5.05.  Conduct of Business ............................ -14-
            Section 5.06.  Maintenance of Insurance ....................... -14-
            Section 5.07.  Compliance with Laws ........................... -14-
            Section 5.08.  Right of Inspection ............................ -14-
            Section 5.09.  Reporting Requirements ......................... -14-
            Section 5.10.  Environment .................................... -16-
            Section 5.11.  Composite Rating ............................... -16-
            Section 5.12.  Capital Adequacy ............................... -16-

ARTICLE VI NEGATIVE COVENANTS ............................................. -16-

            Section 6.01.  Liens .......................................... -16-
            Section 6.02.  Debt ........................................... -17-
            Section 6.03.  Mergers, Acquisitions, Etc ..................... -17-
            Section 6.04.  Leases ......................................... -17-
            Section 6.05.  Sale and Leaseback ............................. -18-
            Section 6.06.  Dividends ...................................... -18-
            Section 6.07.  Sale of Assets ................................. -18-
            Section 6.08.  Guaranties, Etc ................................ -18-
            Section 6.09.  Transactions with Affiliates ................... -18-

ARTICLE VII FINANCIAL COVENANTS ........................................... -18-

            Section 7.01.  Capital Expenditures ........................... -18-
            Section 7.02.  Borrower Capital ............................... -18-
            Section 7.03.  Subsidiary Capital ............................. -19-
            Section 7.05.  Return on Assets ............................... -19-
            Section 7.06.  Efficiency Ratio ............................... -19-
            Section 7.07.  Reserves ....................................... -19-
            Section 7.08.  Adverse Classifications ........................ -19-

ARTICLE VIII EVENTS OF DEFAULT ............................................ -19-

            Section 8.01.  Events of Default .............................. -19-
            Section 8.02.  Remedies upon Event of Default ................. -21-

ARTICLE IX MISCELLANEOUS .................................................. -22-

            Section 9.01.  Amendments, Etc ................................ -22-
            Section 9.02.  Notices, Etc ................................... -22-
            Section 9.03.  No Waiver ...................................... -22-
            Section 9.04.  Successors and Assigns ......................... -22-
            Section 9.05.  Costs, Expenses, and Taxes ..................... -23-
            Section 9.06.  Integration .................................... -23-
            Section 9.07.  Indemnity ...................................... -23-
            Section 9.08.  Governing Law .................................. -23-
            Section 9.09.  Severability of Provisions ..................... -23-
            Section 9.10.  Headings ....................................... -23-
            Section 9.11.  Jury Trial Waiver .............................. -23-


                                       -2-
<PAGE>

                                   EXHIBITS

Schedule I
Exhibit A - Note
Exhibit B - Stock Pledge and Security Agreement 
Exhibit C - Form of Opinion of Counsel for Borrower 
Exhibit D - Officer's Certificate 
Exhibit E - Schedule of Litigation 
Exhibit F - Certificate of No Default and Related Matters 
Exhibit G - Permitted Liens 
Exhibit H - Permitted Debts
<PAGE>

                   REVOLVING CREDIT AND TERM LOAN AGREEMENT

            THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (the "Agreement")
dated as of October 15, 1996 between FIRST STATE CORPORATION, a Georgia
corporation, whose principal place of business is at 333 W. Broad Avenue,
Albany, Georgia (the "Borrower") and SUNTRUST BANK, ATLANTA, a Georgia banking
corporation whose principal place of business is at 25 Park Place, Atlanta,
Georgia 30303 (the "Bank"). The parties hereto hereby agree as follows:

                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

            Section 1.01. Defined Terms. As used in this Agreement, the
following terms have the following meanings (terms defined in the singular to
have same meaning when used in the plural and vice versa):

            "Advance" shall mean either a CD Advance, a LIBOR Advance, or a
Prime Advance made pursuant to the Revolving Credit, collectively referred to as
"Advances."

            "Affiliate" means any Person (1) which directly or indirectly
controls, or is controlled by, or is under common control with the Borrower or a
Subsidiary; (2) which directly or indirectly beneficially owns or holds (a) five
percent (5.0%) or more of any class of voting stock of the Borrower or any
Subsidiary or (b) five percent (5.0%) or more of the voting stock of which is
directly or indirectly beneficially owned or held by the Borrower or a
Subsidiary. The term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person whether through the ownership of voting securities, by contract, or
otherwise.

            "Agreement" means this Revolving Credit and Term Loan Agreement, as
amended, supplemented, or modified from time to time.

            "Assessment Rate" means, for any Interest Period for any CD Credit,
the average rate (rounded upward, if necessary, to the nearest 1/100th of 1%) at
which premiums for deposit insurance are then charged by the Federal Deposit
Insurance Corporation (or any successor) during such Interest Period to the Bank
for Dollar time deposits with the Bank at its Principal Office as estimated by
the Bank in good faith.

            "Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks in Georgia are authorized or required to close
under the laws of the State of Georgia and, if the applicable day relates to a
LIBOR Credit, the LIBOR Interest Period, or notice with respect to a LIBOR
Credit, a day on which dealings in Dollar deposits are also carried on in the
London interbank market and banks are open for business in London.

            "Capital Lease" means all leases which have been or should be
capitalized on the books of the lessee in accordance with generally accepted
accounting principles.

            "CD Advance" means any Advance bearing interest at the CD Rate,
collectively referred to as CD Advances.

            "CD Credit" shall collectively refer to CD Advances and the CD Term
Loan.

            "CD Term Loan" shall mean the Term Loan during any Interest Period
at which interest is accruing at the CD Rate.
<PAGE>

            "Certificate of Deposit Base Rate" means the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) determined by the Bank on
the first day of the Interest Period for any CD Credit to be the average of the
bid rates for certificates of deposit of major United States money center banks
in an amount comparable to the principal amount of the CD Credit and having a
maturity comparable to the Interest Period applicable to such CD Credit, as
reported by the Wall Street Journal for the first day of such Interest Period.

            "CD Rate" for each CD Credit means the interest rate per annum which
is one percent (1%) in excess of that rate per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) determined by the Bank to be equal to
the sum of (1) the quotient of (a) the Certificate of Deposit Base Rate for such
CD Credit for such Interest Period divided by (b) one minus the Certificate of
Deposit Reserve Requirement for such CD Credit for such Interest Period; plus
(2) the Assessment Rate.

            "Certificate of Deposit Reserve Requirement" means, for any CD
Credit for any Interest Period therefor, the daily average of the stated maximum
rate (expressed as a decimal) at which reserves (including any marginal,
supplemental, or emergency reserves) are required to be maintained during such
Interest Period under Regulation D by member banks of the Federal Reserve System
in Atlanta, Georgia with deposits exceeding one billion Dollars and with a
maturity comparable to the Interest Period for such CD Credit.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations and published interpretations thereof.

            "Collateral" means all property which is subject to the Lien granted
by any Loan Document, including, without limitation, the real and personal
property identified and described on Schedule I attached hereto and incorporated
herein.

            "Commitment" means the Bank's obligation to make the Loan to the
Borrower under this Agreement.

            "Commonly Controlled Entity" means an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 414(b) or 414(c) of the Code.

            "Debt" means (1) indebtedness or liability of Borrower or any
Subsidiaries for borrowed money; (2) obligations of Borrower or any Subsidiaries
evidenced by bonds, debentures, notes, or other similar instruments; (3)
obligations of Borrower or any Subsidiaries for the deferred purchase price of
property or services (including trade obligations); (4) obligations of Borrower
or any Subsidiaries as lessee under Capital Leases; (5) liabilities of Borrower
or any Subsidiaries in respect of unfunded vested benefits under Plans covered
by ERISA; (6) all guarantees, endorsements (other than for collection or deposit
in the ordinary course of business), interest rate swaps, and other contingent
obligations of Borrower or any Subsidiaries to purchase, to provide funds for
payment, to supply funds to invest in any Person or entity, or otherwise to
assure a creditor against loss (except loans or letters of credit made or issued
in the ordinary course of business); and (7) obligations of Borrower or any
Subsidiaries, other than obligations as a lender, secured by any Liens, whether
or not the obligations have been assumed. The term "Debt" does not include any
deposit liabilities of any bank Subsidiary.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations and published interpretations
thereof.

            "Eurocurrency Reserve Requirement" means, for any LIBOR Credit for
any Interest Period therefor, the daily average of the stated maximum rate
(expressed as a decimal) at which reserves (including any marginal,
supplemental, or emergency reserves) are required to be maintained during such
Interest Period under Regulation D by the Bank against "Eurocurrency
Liabilities" (as such term is used in Regulation D) but without benefit or
credit of proration, exemptions, or offsets that might otherwise be available to
the Bank from time to time under Regulation D. Without limiting the effects of
the foregoing, the Eurocurrency Reserve Requirement shall


                                      -2-
<PAGE>

reflect any other reserves required to be maintained by the Bank against (1) any
category of liabilities that includes deposits by reference to which the LIBOR
Interest Rate for LIBOR Credit is to be determined; or (2) any category of
extension of credit or other assets that include LIBOR Credit.

            "Event of Default" means any of the events specified in Section
8.01, provided that any requirement for the giving of notice, the lapse of time,
or both, or any other condition, has been satisfied.

            "GAAP" means generally accepted accounting principles in the United
States.

            "Interest Period" means (1) with respect to any LIBOR Advance, the
period commencing on the date such Advance is made and with respect to the LIBOR
Term Loan any day upon which the LIBOR Interest Rate shall begin to accrue, and
ending, as the Borrower may select, pursuant to this Agreement, on the
numerically corresponding day in the first, second, third or sixth calendar
month thereafter, except that each such Interest Period that commences on the
last Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month;
and (2) with respect to any CD Advance, the period commencing on the date such
Advance is made and with respect to any CD Term Loan any day upon which the CD
Rate shall begin to accrue, and ending, as the Borrower may select, pursuant to
this Agreement, one, two, three or six months thereafter; provided that all of
the foregoing provisions relating to Interest Periods are subject to the
following:

            (a)   No Interest Period during the Revolving Credit may extend
                  beyond the Revolving Maturity Date and no Interest Period
                  during the Term Loan may extend beyond the Term Loan Maturity
                  Date;

            (b)   If an Interest Period would end on a day that is not a
                  Business Day, such Interest Period shall be extended to the
                  next Business Day unless, in the case of a LIBOR Credit, such
                  Business Day would fall in the next calendar month, in which
                  event such Interest Period shall end on the immediately
                  preceding Business Day.

            "LIBOR Interest Rate" applicable to each LIBOR Credit means one
percent (1%) per annum in excess of the rate per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) determined by the Bank to be equal to
the quotient of (1) the London Interbank Offered Rate for such LIBOR Credit for
such Interest Period divided by (2) one minus the Eurocurrency Reserve
Requirement for such Interest Period.

            "LIBOR Advance" means any Advance bearing interest at the LIBOR
Interest Rate.

            "LIBOR Credit" shall collectively refer to LIBOR Advances and the
LIBOR Term Loan.

            "LIBOR Term Loan" shall mean the Term Loan during such Interest
Periods at which interest is accruing at the LIBOR Interest Rate.

            "Lien" means the charge, encumbrance, security interest, or right of
the Bank in property created by any Loan Document or any other mortgage, deed of
trust, pledge, security interest, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority, or
other security agreement or preferential arrangement, charge, or encumbrance of
any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement, any financing lease having
substantially the same economic effect as of the foregoing, or the filing of any
financing statement under the Uniform Commercial Code or comparable law of any
jurisdiction to evidence any of the foregoing).

            "Loan" shall collectively refer to the Revolving Credit and the Term
Loan.


                                      -3-
<PAGE>

            "Loan Document" means this Agreement, the Note, the Security
Agreement, or any deed to secure debt, mortgage, deed of trust, pledge
agreement, security agreement, or other agreement evidencing or securing the
Loan (two or more of the foregoing being also referred to collectively herein as
the "Loan Documents").

            "London Interbank Offered Rate" applicable to any Interest Period
for any LIBOR Credit means the rate per annum (rounded upward, if necessary, to
the nearest 1/100th of 1%) at which deposits in immediately available funds in
United States Dollars are available in the London interbank eurodollar market,
as reported by the Wall Street Journal two Business Days prior to the first day
of such Interest Period, for a period, and in an amount, comparable to the
Interest Period and principal amount of the LIBOR Credit which shall be made by
the Bank and outstanding during such Interest Period.

            "Multiemployer Plan" means a Plan described in Section 4001(a)(3) of
ERISA.

            "Non-Performing Loans" shall have the meaning assigned to such term
in Section 7.07.

            "Note" shall mean the Revolving Credit and Term Note described in
Section 2.09.

            "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

            "Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority, or other entity of whatever nature.

            "Plan" means any pension plan which is covered by Title IV of ERISA
and in respect of which the Borrower or a Commonly Controlled Entity is an
"employer" as defined in Section 3(5) of ERISA.

            "Prime Advance" shall mean any Advance when and to the extent that
the interest rate therein is determined by reference to the Prime Rate.

            "Prime Rate" means the rate of interest announced by the Bank from
time to time as its prime commercial lending rate, which rate is not necessarily
the lowest rate of interest charged by the Bank to its borrowers.

            "Prime Term Loan" shall mean the Term Loan during such periods as
interest is accruing thereon at the Prime Rate.

            "Principal Office" means the Bank's office at 25 Park Place,
Atlanta, Georgia 30303.

            "Prohibited Transaction" means any transaction set forth in Section
406 of ERISA or Section 4975 of the Code.

            "Real Estate Owned" shall mean real property acquired pursuant to
foreclosure of a lien in favor of Borrower or any Subsidiary or by deed in lieu
of foreclosure.

            "Reportable Event" means any of the events set forth in Section 4043
of ERISA.

            "Revolving Credit" shall have the meaning assigned to such term in
Section 2.01.

            "Revolving Maturity Date" shall mean December 31, 1997.


                                      -4-
<PAGE>

            "Risk-Weighted Assets" shall mean the total risk-weighted balance
sheet assets and the total riskweighted off balance sheet credit equivalent
amounts, as such assets and amounts are determined and defined from time to time
by the federal banking regulator having primary jurisdiction over the Borrower
or any bank Subsidiary.

            "Security Agreement" means the Stock Pledge and Security Agreement
in substantially the form of Exhibit B, to be delivered by the Borrower under
the terms of this Agreement.

            "Subsidiary" means, as to the Borrower, a corporation of which
shares of stock having ordinary voting power (other than stock having such power
only by reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation are, at the time,
owned, or the management of which corporation is otherwise controlled, directly
or indirectly, through one or more intermediaries, or both, by the Borrower.

            "Term Loan" shall have the meaning assigned to such term in Section
2.07.

            "Term Loan Maturity Date" shall mean December 31, 2005.

            "Tier I Capital" means those components of the equity capital of the
Borrower or of any bank Subsidiary which, in the aggregate, constitute the core
or primary capital of the Borrower or bank Subsidiary, as those components are
determined and defined from time to time by the federal banking regulator having
primary jurisdiction over the Borrower or any bank Subsidiary.

            "Tier II Capital" means those components of the equity capital of
the Borrower or of any bank Subsidiary which, in the aggregate, constitute the
supplementary capital of the Borrower or bank Subsidiary, as those components
are determined and defined from time to time by the federal banking regulator
having primary jurisdiction over the Borrower or any bank Subsidiary.

            "Total Capital" means the total amounts of Tier I Capital and Tier
II Capital that qualify, under the applicable regulations of the federal banking
regulator having primary jurisdiction over the Borrower or any Bank subsidiary,
for inclusion in the computation of leverage capital requirements and
risk-weighted capital requirements.

            Section 1.02. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.04, and all financial data
submitted pursuant to this Agreement shall be prepared in accordance with such
principles.

                                  ARTICLE II

                         AMOUNT AND TERMS OF THE LOAN

            Section 2.01. Revolving Credit. Subject to and upon the terms and
conditions set forth in this Agreement, the Bank hereby establishes until the
Revolving Maturity Date a revolving credit facility in favor of the Borrower not
to exceed TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) in aggregate principal
amount at any one time outstanding (the "Revolving Credit"). Within the limits
of the Revolving Credit, the Borrower may borrow, repay and reborrow under the
terms of this Agreement; provided, however, the Borrower may neither borrow nor
reborrow should there exist an Event of Default.

            Section 2.02. Interest on the Revolving Credit. The Borrower shall
pay interest upon each Advance comprising the unpaid principal balance from time
to time outstanding under the Revolving Credit from the date hereof until the
Revolving Maturity Date, whether by acceleration or otherwise, at a rate per
annum


                                      -5-
<PAGE>

calculated on the basis of a 360 day year and upon the actual days elapsed,
equal to any one of the following described rates, any of which may be selected
by the Borrower in accordance with the terms hereinafter provided:

            (a)   The Prime Rate for such Prime Advances as the Borrower shall
                  request. Unpaid interest accruing at the Prime Rate will be
                  due and payable on March 31, June 30, September 30, and
                  December 31 of each year and upon the Revolving Maturity Date.

            (b)   The LIBOR Interest Rate for the Interest Period selected by
                  the Borrower with respect to the LIBOR Advance. The interest
                  rate accruing on LIBOR Advances shall remain fixed during the
                  Interest Period applicable thereto at the LIBOR Interest Rate
                  established on the first day of the applicable Interest
                  Period. Unpaid interest accruing at the LIBOR Interest Rate
                  shall be due and payable on March 31, June 30, September 30,
                  and December 31 of each year and upon the Revolving Maturity
                  Date; or

            (c)   The CD Rate for the Interest Period selected by the Borrower
                  with respect to CD Advances. The interest rate accruing on CD
                  Advances shall remain fixed during the Interest Period
                  applicable thereto at the CD Rate established on the first day
                  of the applicable Interest Period. Unpaid interest accruing at
                  the CD Rate shall be due and payable on March 31, June 30,
                  September 30, and December 31 of each year and upon the
                  Revolving Maturity Date.

            Section 2.03. Method of Making Advances and Selection of Interest
Rates Under the Revolving Credit. When the Borrower desires an Advance under the
Revolving Credit, or if the Borrower desires to renew or convert an Advance
pursuant to Section 2.04 below, the Borrower shall advise the Bank as to the
amount of such Advance, renewal or conversion, and the interest rate to be
applicable thereto by giving to the Bank either written or telephonic notice
thereof in accordance with the following terms and conditions:

            (a)   If the Borrower shall elect the LIBOR Interest Rate or the CD
                  Rate, notification of such election and the duration of the
                  Interest Period to be applicable thereto shall be given to the
                  Bank by the Borrower before two o'clock p.m. on the second
                  Business Day prior to the first day of the applicable Interest
                  Period.

            (b)   If the Borrower shall elect the Prime Rate, notification of
                  such election shall be given to the Bank by the Borrower
                  before two o'clock p.m. on the Business Day on which the Prime
                  Advance or conversion is desired.

            Section 2.04. Repayment of Principal Under the Revolving Credit. The
Borrower shall pay the entire outstanding principal balance relative to each
LIBOR Advance and CD Advance on the last Business Day of the applicable Interest
Period. The Borrower shall pay the entire outstanding principal balance relative
to each Prime Advance on the Revolving Maturity Date or such earlier date upon
which the Borrower desires to convert a Prime Advance to a LIBOR Advance or a CD
Advance.

            Section 2.05. Renewals and Conversion of Advances Under the
Revolving Credit. The Borrower may on any Business Day, renew or convert any
outstanding Advance into an Advance of the same or another type in the same
aggregate principal amount provided that (a) renewal or conversion of a LIBOR
Advance or a CD Advance shall be made only on the last Business Day of the then
current Interest Period applicable thereto and (b) the Bank is advised of the
Borrower's election to renew or convert such Advance in accordance with the
provisions set forth in Section 2.03 above.

            Section 2.06. Failure to Select Interest Rates Under the Revolving
Credit. If no interest rate basis has been elected for any Advance or for the
principal balance outstanding under the Revolving Credit prior


                                      -6-
<PAGE>

to the Revolving Maturity Date, or if such election shall not be timely or shall
be deemed cancelled as herein provided, then the Borrower shall be deemed to
have selected the same interest rate election, with the same Interest Period,
that was in effect on the last Business Day of the immediately preceding
Interest Period, established in accordance with the interest rates prevailing on
such date.

            Section 2.07. Payment of Principal Pursuant to the Term Loan. The
unpaid principal balance of the Revolving Credit on the Revolving Maturity Date
shall constitute the principal balance of a term loan (the "Term Loan"), the
principal balance of which shall be repaid in thirty-two (32) equal quarterly
installments of principal on March 31, June 30, September 30, and December 31 of
each year with the first such principal installment being due and payable on
March 31, 1998 and the last such principal installment being due and payable on
December 31, 2005 which shall be the date upon which the entire remaining unpaid
principal balance of the Term Loan and all accrued but unpaid interest thereon
shall be due and payable. Each such quarterly principal installment will be in
an amount equal to one-thirty second (1/32nd) of the unpaid principal balance of
the Revolving Credit on the Revolving Maturity Date.

            Section 2.08. Selection of Interest Rates Applicable to the Term
Loan. The entire unpaid principal balance of the Term Loan shall bear interest
at a single interest rate selected by the Borrower in accordance with the
following provisions:

            (a)   On the Revolving Maturity Date, the Borrower shall select (1)
                  whether the Term Loan shall initially bear interest at the
                  Prime Rate, the LIBOR Interest Rate or the CD Rate, and (2) in
                  the event the Borrower selects the LIBOR Interest Rate or the
                  CD Rate, the Borrower shall also select the initial Interest
                  Period applicable thereto.

            (b)   The Borrower may elect from time to time to convert the
                  interest rate applicable to the Term Loan into a different
                  interest rate or to renew the interest rate applicable thereto
                  by giving the Bank notice at least two (2) Business Days prior
                  to the date of conversion or renewal, specifying: (1) the
                  renewal or conversion date; (2) in the event of conversion,
                  the new interest rate to be applicable to the Term Loan; and
                  (3) in the case of renewals or conversions into the LIBOR
                  Interest Rate or the CD Rate, the duration of the Interest
                  Period applicable thereto; provided that (i) if the Term Loan
                  is bearing interest at the LIBOR Interest Rate or the CD Rate,
                  conversions can occur only on the last Business Day of the
                  Interest Period applicable thereto, and (ii) if the Term Loan
                  bears interest based on the Prime Rate, then such rate must be
                  in effect for a minimum of thirty (30) consecutive days. If
                  the Borrower shall fail to give the Bank notice for the
                  renewal or conversion of the LIBOR Interest Rate or CD Rate
                  prior to the end of the Interest Period applicable thereto,
                  the Borrower shall be deemed to have selected the same
                  interest rate election, with the same Interest Period, that
                  was in effect on the last Business Day of the immediately
                  preceding Interest Period, established in accordance with the
                  interest rates prevailing on such date.

            (c)   Accrued but unpaid interest on the Term Loan shall be due and
                  payable on March 31, June 30, September 30, and December 31 of
                  each year and on the Term Loan Maturity Date.

            (d)   Each notice under this Section 2.08 shall be given
                  telephonically (promptly confirmed in writing) by an officer
                  of the Borrower designated to give such notice by its Board of
                  Directors. All notices under this Section 2.08 shall be
                  irrevocable and shall be given not later than 2:00 p.m.
                  (Atlanta, Georgia time) on the day which is not less than the
                  number of Business Days specified above for such notice.

            Section 2.09. Revolving Credit and Term Note. The obligations of the
Borrower to the Bank under the Revolving Credit and the Term Loan will be
evidenced by a Revolving Credit and Term Note substantially in the form attached
hereto and marked Exhibit A.


                                      -7-
<PAGE>

            Section 2.10. Method of Payment. The Borrower shall make each
payment under this Agreement and under the Note on the date when due in lawful
money of the United States to the Bank at its Principal Office in immediately
available funds. The Borrower hereby authorizes the Bank, if and to the extent
payment is not made when due under this Agreement and under the Note, to charge
from time to time against any account of the Borrower with the Bank any amount
so due. Whenever any payment to be made under this Agreement or under the Note
shall be stated to be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest.

            Section 2.11. Use of Proceeds. The proceeds of the Loan shall be
used for general corporate purposes. The Borrower will not, directly or
indirectly, use any part of such proceeds for the purpose of purchasing or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System or to extend credit to any Person for
the purpose of purchasing or carrying any such margin stock, or for any purpose
which violates, or is inconsistent with, Regulation X of such Board of
Governors.

            Section 2.12. Illegality. Notwithstanding any other provision in
this Agreement, if the Bank determines that any applicable law, rule, or
regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank, or
comparable agency charged with the interpretation or administration thereof, or
compliance by the Bank with any request or directive (whether or not having the
force of law) of any such authority, central bank, or comparable agency shall
make it unlawful or impossible for the Bank to (1) maintain its Commitment, then
upon notice to the Borrower by the Bank the Commitment of the Bank shall
terminate; or (2) maintain or fund any LIBOR Credit, then upon notice to the
Borrower by the Bank the outstanding principal amount of such LIBOR Credit,
together with interest accrued thereon, shall be repaid (a) immediately upon
demand of the Bank if such change or compliance with such request, in the
judgment of the Bank, requires immediate payment; or (b) at the expiration of
the last Interest Period to expire before the effective date of any such change
or request.

            Section 2.13. Disaster. Notwithstanding anything to the contrary
herein, if the Bank determines (which determination shall be conclusive) that:

            (1)   Quotations of interest rates for the relevant deposits
                  referred to in the definition of LIBOR Interest Rate or CD
                  Rate, as the case may be, are not being provided in the
                  relevant amounts or for the relative maturities for purposes
                  of determining the rate of interest on a LIBOR Credit or CD
                  Credit as provided in this Agreement; or

            (2)   The relevant rates of interest referred to in the definition
                  of LIBOR Interest Rate or CD Rate, as the case may be, upon
                  the basis of which the rate of interest for any such type of
                  loan is to be determined do not accurately cover the cost to
                  the Bank of making or maintaining such LIBOR Credit or CD
                  Credit respectively;

then the Bank shall forthwith give notice thereof to the Borrower, whereupon (a)
the obligation of the Bank to make available either LIBOR Credit or CD Credit,
as the case may be, shall be suspended until the Bank notifies the Borrower that
the circumstances giving rise to such suspension no longer exist; and (b) the
Borrower shall repay in full the then outstanding principal amount of such LIBOR
Credit or CD Credit, as the case may be, together with accrued interest thereon,
on the last day of the then current Interest Period applicable thereto.

            Section 2.14. Increased Cost. The Borrower shall pay to the Bank
from time to time such amounts as the Bank may determine to be necessary to
compensate the Bank for any costs incurred by the Bank which the Bank determines
are attributable to its making or maintaining any LIBOR Credit or CD Credit
hereunder or its obligation to make any LIBOR Credit or CD Credit hereunder, or
any reduction in any amount receivable by the Bank under this Agreement or the
Note in respect of any such LIBOR Credit or CD Credit or such obligation


                                      -8-
<PAGE>

(such increases in costs and reductions in amounts receivable being herein
called "Additional Costs"), resulting from any change after the date of this
Agreement in U.S. federal, state, municipal, or foreign laws or regulations
(including Regulation D), or the adoption or making after such date of any
interpretations, directives, or requirements applying to a class of banks
including the Bank of or under any U.S. federal, state, municipal, or any
foreign laws or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof ("Regulatory Change"), which: (1) changes the basis of
taxation of any amounts payable to the Bank under this Agreement or the Note in
respect of any of such LIBOR Credit or CD Credit (other than taxes imposed on
the overall net income of the Bank or of its Principal Office for any of such
LIBOR Credit or CD Credit by the jurisdiction where the Principal Office is
located); or (2) imposes or modifies any reserve, special deposit, compulsory
loan, or similar requirements relating to any extensions of credit or other
assets of, or any deposit with or other liabilities of, the Bank (including any
of such LIBOR Credit or CD Credit or any deposits referred to in the definition
of LIBOR Interest Rate or CD Rate); or (3) imposes any other condition affecting
this Agreement or the Note (or any of such extensions of credit or liabilities).
The Bank will notify the Borrower of any event occurring after the date of this
Agreement which will entitle the Bank to compensation pursuant to this Section
2.14 as promptly as practicable after it obtains knowledge thereof and
determines to request such compensation; provided, however, any such Additional
Cost shall not be effective until the Interest Period subsequent to the Interest
Period in which the Bank provides such notification to the Borrower.
Determinations by the Bank for purposes of this Section 2.14 of the effect of
any Regulatory Change on its costs of making or maintaining LIBOR Credit or CD
Credit or on amounts receivable by it in respect of thereto, and of the
additional amounts required to compensate the Bank in respect of any Additional
Costs, shall be conclusive, provided that such determinations are made on a
reasonable basis.

            Section 2.15. Risk-Based Capital. In the event the Bank determines
that (1) compliance with any judicial, administrative, or other governmental
interpretation of any law or regulation or (2) compliance by the Bank or any
corporation controlling the Bank with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law)
has the effect of requiring an increase in the amount of capital required or
expected to be maintained by the Bank or any corporation controlling the Bank,
and the Bank determines that such increase is based upon its obligations
hereunder, and other similar obligations, the Borrower shall pay to the Bank
such additional amount as shall be certified by the Bank to be the amount
allocable to the Bank's obligations to the Borrower hereunder. The Bank will
notify the Borrower of any event occurring after the date of this Agreement that
will entitle the Bank to compensation pursuant to this Section 2.15 as promptly
as practicable after it obtains knowledge thereof and determines to request such
compensation; provided, however, any such additional compensation shall not be
effective until the Interest Period subsequent to the Interest Period in which
the Bank provides such notification to the Borrower. Determinations by the Bank
for purposes of this Section 2.15 of the effect of any increase in the amount of
capital required to be maintained by the Bank and of the amount allocable to the
Bank's obligations to the Borrower hereunder shall be conclusive, provided that
such determinations are made on a reasonable basis.

                                  ARTICLE III

                             CONDITIONS PRECEDENT

            Section 3.01. Condition Precedent to the Initial Advances. The
obligation of the Bank to make the initial Advances to Borrower hereunder is
subject to the condition precedent that the Bank shall have received on or
before the day of such Advances each of the following, in form and substance
satisfactory to the Bank and its counsel:

            (1) Note. The Note duly executed by the Borrower;


                                      -9-
<PAGE>

            (2)   Security Agreement. A Security Agreement executed and
                  delivered by Borrower to Bank substantially in the form of
                  Exhibit B attached hereto pursuant to which Borrower shall
                  agree to pledge and assign to Bank and to grant to Bank a
                  first-priority security interest in, all right, title, and
                  interest of the Borrower in and to all common stock of First
                  State Bank and Trust Company in Cordele, registered in the
                  name of (or in street name or otherwise) or owned by Borrower
                  and all proceeds of such shares, together with such stock
                  certificates, stock papers, and financing statements as Bank
                  deems necessary to perfect the security interest of Bank in
                  the Collateral;

            (3)   Evidence of All Corporate Action by the Borrower. Certified
                  (as of the date of this Agreement) copies of all corporate
                  action taken by the Borrower, including resolutions of its
                  Board of Directors authorizing the execution, delivery, and
                  performance of (i) the Loan Documents to which it is a party
                  and (ii) each other document to be delivered pursuant to this
                  Agreement;

            (4)   Incumbency and Signature Certificate of the Borrower. A
                  certificate (dated as of the date of this Agreement) of the
                  Secretary of Borrower certifying the names and true signatures
                  of officers of the Borrower authorized to sign (i) the Loan
                  Documents to which it is a party and (ii) each other document
                  to be delivered by the Borrower under this Agreement;

            (5)   Opinion of Counsel for the Borrower. A favorable opinion of
                  Perry & Walters, counsel for the Borrower, in substantially
                  the form of Exhibit C, and as to such other matters as the
                  Bank may reasonably request;

            (6)   Officer's Certificate. A certificate signed by a duly
                  authorized officer of Borrower dated the date of this
                  Agreement, in substantially the form of Exhibit D;

            (7)   Additional Documentation. Such other approvals, opinions, or
                  documents as the Bank may reasonably request; and

            (8)   Regulatory Approval. Copies of any and all necessary
                  governmental regulatory approvals.

            Section 3.02. Conditions Precedent to Subsequent Advances. The
obligation of the Bank to make subsequent Advances under the Revolving Credit is
subject to the conditions precedent that the Bank shall have received, in form
and substance satisfactory to it, each of the following documents, and that each
of the conditions described below is fulfilled to the satisfaction of the Bank
at the time of each subsequent Advance: (i) a request for Advance pursuant to
Section 2.03 hereof; and (ii) the representations and warranties contained in
Article IV hereof and each of the other Loan Documents shall be correct on and
as of the date of the request for the Advance and as of the date of the Advance,
with the same effect as though made on and as of those dates, except to the
extent that such representations and warranties relate solely to an earlier
date, and on each of such dates, no event, act, or condition shall have occurred
or be continuing, or would result from the Advance requested, which constitutes
an Event of Default or would constitute an Event of Default but for the
requirement that notice be given or time elapse, or both. The submission by the
Borrower of an oral or written request for an Advance shall constitute a
representation and warranty as to the correctness of the above facts, and if
requested by the Bank with respect to the Advance requested, the Borrower shall
furnish to the Bank a written certificate of an officer of the Borrower,
satisfactory in form and substance to the Bank, as to the correctness of the
above facts as a condition precedent to such Advance.


                                      -10-
<PAGE>

            Section 3.03. Conditions Precedent to the Term Loan. The obligation
of the Bank to make the Term Loan shall be subject to the conditions precedent
that the Bank shall have received on or before the Revolving Maturity Date each
of the following, in form and substance satisfactory to the Bank and its
counsel:

            (1)   Opinion of counsel for Borrower. A favorable opinion of Perry
                  & Walters, counsel for the Borrower, or other counsel for the
                  Borrower satisfactory to the Bank, dated the date of the Term
                  Loan, in substantially the form of Exhibit C, and as to such
                  other matters as the Bank may reasonably request;

            (2)   Officer's certificate, etc. The following statements shall be
                  true and the Bank shall have received a certificate signed by
                  a duly authorized officer of the Borrower dated the date of
                  the Term Loan stating that

                  (a)   The representations and warranties contained in Article
                        IV of this Agreement and Section 3 of the Security
                        Agreement are correct on and as of the date of the Term
                        Loan as though made on and as of such date; and

                  (b)   No Default or Event of Default has occurred and is
                        continuing, or would result from the Term Loan; and

            (3)   Additional documentation. The Bank shall have received such
                  other approvals, opinions, or documents as the Bank may
                  reasonably request.

                                  ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

            In order to induce the Bank to enter into the Agreement and to
disburse the proceeds of the Loan, the Borrower represents and warrants to the
Bank that:

            Section 4.01. Incorporation, Good Standing, and Due Qualification.
The Borrower and each of its non-bank Subsidiaries is a corporation duly
incorporated, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation. First State Bank and Trust Company in Cordele
is a Commercial Bank duly organized, validly existing, and in good standing
under the laws of the State of Georgia. The Borrower and each of its
Subsidiaries has the corporate power and authority to own its assets and to
transact the business in which it is now engaged or proposed to be engaged; and
is duly qualified as a foreign corporation and in good standing under the laws
of each other jurisdiction in which such qualification is required.

            Section 4.02. Corporate Power and Authority. The execution,
delivery, and performance by the Borrower of the Loan Documents and the creation
of the security interest provided for under the Security Agreement are within
the Borrower's corporate powers and have been duly authorized by all necessary
corporate action and do not and will not (1) require any consent or approval of
the stockholders of the Borrower; (2) contravene such the Borrower's charter or
bylaws; (3) violate any provision of any law, rule, regulation (including,
without limitation, Regulations U and X of the Board of Governors of the Federal
Reserve System), order, writ, judgment, injunction, decree, determination, or
award presently in effect having applicability to the Borrower; (4) result in a
breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease, or instrument to which such corporation
is a party or by which it or its properties may be bound or affected; (5) result
in, or require, the creation or imposition of any Lien, except as contemplated
by the Security Agreement, upon or with respect to any of the properties now
owned or hereafter acquired by the Borrower; and (6) cause the Borrower to be in
default under any such law, rule, regulation, order, writ, judgment, injunction,
decree, determination, or award of any such indenture, agreement, lease, or
instrument.


                                      -11-
<PAGE>

            Section 4.03. Legally Enforceable Agreement. This Agreement is, and
each of the other Loan Documents are, the legal, valid and binding obligations
of the Borrower, enforceable against the Borrower in accordance with their
respective terms, except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency, and other similar laws affecting creditors'
rights generally.

            Section 4.04. Financial Statements. The consolidated balance sheet
of the Borrower and its Subsidiaries as of December 31, 1995, and the related
consolidated statements of income, shareholder's equity, and cash flows of the
Borrower and its Subsidiaries for the fiscal year then ended, and the
accompanying footnotes, together with the opinion thereon, dated December 31,
1995 of Mauldin & Jenkins, CPAs, independent certified public accountants,
copies of which have been furnished to the Bank, are complete and correct and
fairly present the financial condition of the Borrower and its Subsidiaries as
at such dates and the results of the operations of the Borrower and its
Subsidiaries for the periods covered by such statements, all in accordance with
GAAP; and since December 31, 1995, there has been no material adverse change in
the condition (financial or otherwise), business, or operations of the Borrower
or any Subsidiary. There are no liabilities of the Borrower or any Subsidiary,
fixed or contingent, which are material but are not reflected in the financial
statements or in the notes thereto, other than liabilities arising in the
ordinary course of business since December 31, 1995. No information, exhibit, or
report furnished by the Borrower to the Bank in connection with the approval of
the Loan or negotiation of this Agreement contains any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the
statement contained therein not materially misleading.

            Section 4.05. Labor Disputes and Acts of God. Neither the business
nor the properties of the Borrower or any Subsidiary are affected by any fire,
explosion, accident, strike, lockout or other labor dispute, drought, storm,
hail, earthquake, embargo, act of God or of the public enemy, or other casualty
(whether or not covered by insurance) materially and adversely affecting such
business or properties or the operation of the Borrower or such Subsidiary.

            Section 4.06. Other Agreements. Neither the Borrower nor any
Subsidiary is a party to any indenture, loan, credit agreement, regulatory
agreement or imposition, or to any lease or other agreement or instrument, or
subject to any charter or corporate restriction which could have a material
adverse effect on the business, properties, assets, operations, or conditions,
financial or otherwise, of the Borrower or any Subsidiary or the ability of the
Borrower to carry out its obligations under the Loan Documents to which it is a
party. Neither the Borrower nor any Subsidiary is in material default in any
respect in the performance, observance, or fulfillment of any of the
obligations, covenants, or conditions contained in any agreement or instrument
to which it is a party.

            Section 4.07. Litigation. Except as is set forth expressly on
Exhibit E attached hereto, no action or proceeding is pending or, threatened
against, or affecting, the Borrower or any of its Subsidiaries before any court,
board, commission, governmental agency, or arbitrator, which may, in any one
case or in the aggregate, materially adversely affect the financial condition,
operations, properties, or business of the Borrower or any Subsidiary or the
ability of the Borrower to perform its obligation under the Loan Documents to
which it is a party.

            Section 4.08. No Defaults on Outstanding Judgments or Orders. The
Borrower and its Subsidiaries have satisfied all judgments, and neither the
Borrower nor any Subsidiary is in default with respect to any judgment, writ,
injunction, decree, rule, or regulation of any court, arbitrator, federal,
state, municipal, or other governmental authority, commission, board, bureau,
agency, or instrumentality, domestic or foreign.

            Section 4.09. Ownership and Liens. The Borrower and each Subsidiary
have title to, or valid leasehold interests in, all of their properties and
assets, real and personal, including the properties and assets and leasehold
interest reflected in the financial statements referred to in Section 4.04
(other than any properties or assets disposed of in the ordinary course of
business), and none of the properties and assets owned by the Borrower or any
Subsidiary and none of their leasehold interests is subject to any Lien, except
such as may be permitted pursuant to Section 6.01 of this Agreement.


                                      -12-
<PAGE>

            Section 4.10. Subsidiaries and Ownership of Stock. The Borrower's
audited and consolidated financial statement, as provided to Bank, represent a
complete and accurate list of the Subsidiaries of the Borrower. All of the
outstanding capital stock of each Subsidiary has been validly issued, is fully
paid and nonassessable, and is owned by the Borrower free and clear of all
Liens.

            Section 4.11. ERISA. With respect to each plan maintained by
Borrower and each Subsidiary, the Borrower and each Subsidiary are in compliance
in all material respects with all applicable provisions of ERISA. Neither a
Reportable Event nor a Prohibited Transaction has occurred and is continuing
with respect to any Plan; no notice of intent to terminate a Plan has been
filed, nor has any Plan been terminated; no circumstances exist which constitute
grounds entitling the PBGC to institute proceedings to terminate, or appoint a
trustee to administer, a Plan, nor has the PBGC instituted any such proceedings;
neither the Borrower nor any Commonly Controlled Entity has completely or
partially withdrawn from a Multiemployer Plan; the Borrower and each Commonly
Controlled Entity have met their minimum funding requirements under ERISA with
respect to all of their Plans, and the present value of all vested benefits
under each Plan exceeds the fair market value of all Plan assets allocable to
such benefits, as determined on the most recent valuation date of the Plan and
in accordance with the provisions of ERISA; and neither the Borrower nor any
Commonly Controlled Entity has incurred any liability to the PBGC under ERISA.

            Section 4.12. Operation of Business. The Borrower and its
Subsidiaries possess all licenses, permits, franchises, patents, copyrights,
trademarks, and trade names, or rights thereto, necessary to conduct their
respective businesses substantially as now conducted and as presently proposed
to be conducted, and the Borrower and its Subsidiaries are not to Borrower's
knowledge, in violation of any valid rights of others with respect to any of the
foregoing.

            Section 4.13. Taxes. The Borrower and each of its Subsidiaries have
filed all tax returns (federal, state, and local) required to be filed and have
paid all taxes, assessments, and governmental charges and levies shown thereon
to be due, including interest and penalties. The federal income tax liabilities
of the Borrower and its Subsidiaries have been audited by the Internal Revenue
Service and have been finally determined and satisfied for all taxable years up
to and including the taxable year ended December 31, 1990.

            Section 4.14. Absence of Undisclosed Liabilities. Except as
reflected in the audited consolidated balance sheet of Borrower at December 31,
1995 (including the notes thereto), as of December 31, 1995, neither Borrower
nor any Subsidiary had any material liability or obligation whatsoever, whether
accrued, absolute, contingent, or otherwise that should, in accordance with
GAAP, have been disclosed in such financial statements and notes thereto. Since
December 31, 1995, neither Borrower nor any Subsidiary has incurred any material
liability or obligation, except for liabilities and obligations incurred in the
ordinary course of business or that will not have a material adverse effect on
Borrower.

            Section 4.15. Environment. The Borrower and each Subsidiary have
duly complied with, and their businesses, operations, assets, equipment,
property, leaseholds, other real estate owned, or other facilities are in
compliance in all material respects with, the provisions of all federal and
state, environmental, health, and safety laws, codes, and ordinances, and all
rules and regulations promulgated thereunder. Neither the Borrower nor any
Subsidiary has received notice of, nor knows of or suspects, facts which might
constitute any violations of any federal or state environmental, health, or
safety laws, codes, or ordinances, and any rules or regulations promulgated
hereunder with respect to its businesses, operations, assets (including but not
limited to real property loan collateral), equipment, property, leaseholds, or
other facilities.

            Section 4.16. Governmental Approval. All permits, consents,
authorizations, approvals, declarations, notifications, filings or registrations
with any governmental or regulatory authority or any third party which are
necessary in connection with the consummation of this transaction have been
obtained on or before the date hereof.


                                      -13-
<PAGE>

            Section 4.17. Regulatory Compliance. The Borrower and each
Subsidiary are in compliance in all material respects with all laws, statutes,
ordinances, and governmental rules, regulations, or requirements relating to or
affecting their business or operations.

                                   ARTICLE V

                             AFFIRMATIVE COVENANTS

            So long as the Note shall remain unpaid or any amounts are available
or remain unpaid pursuant to the Revolving Credit or the Term Loan, the Borrower
will:

            Section 5.01. Use of Proceeds. Use the proceeds of the Loan only for
the purpose set forth herein, and will furnish the Bank such evidence as it may
reasonably require with respect to such use.

            Section 5.02. Maintenance of Existence. Preserve and maintain, and
cause each Subsidiary to preserve and maintain, its corporate existence and good
standing in the jurisdiction of its incorporation, and qualify and remain
qualified, and cause each Subsidiary to qualify and remain qualified, as a
foreign corporation in each jurisdiction in which such qualification is
required.

            Section 5.03. Maintenance of Records. Keep, and cause each
Subsidiary to keep, adequate records and books of account, in which complete
entries will be made in accordance with GAAP consistently applied, reflecting
all financial transactions of the Borrower and its Subsidiaries.

            Section 5.04. Maintenance of Properties. Maintain, keep, and
preserve, and cause each Subsidiary to maintain, keep, and preserve, all of its
properties (tangible and intangible) necessary or useful in the proper conduct
of its business in good working order and condition, ordinary wear and tear
excepted.

            Section 5.05. Conduct of Business. Continue, and cause each
Subsidiary to continue, to engage in a business of the same general type as now
conducted by it on the date of this Agreement.

            Section 5.06. Maintenance of Insurance. Maintain and see that its
Subsidiaries maintain, or cause to be maintained, insurance coverages including,
but not limited to, bankers' blanket bonds, public liability insurance, and fire
and extended coverage insurance on all assets owned by them, all in such form
and amounts, and with such insurers, as are satisfactory to the Bank.

            Section 5.07. Compliance with Laws. Comply, and cause each
Subsidiary to comply, in all material respects with all applicable laws, rules,
regulations, orders, and material agreements to which they are subject, such
compliance to include, without limitation, maintaining adequate cash reserves
for the payment of, and paying before the same become delinquent, all taxes,
assessments, and governmental charges imposed upon it or upon its property
except as contested in good faith.

            Section 5.08. Right of Inspection. At any reasonable time and from
time to time, permit the Bank or any agent or representatives thereof to examine
and make copies of and abstracts from the records and books of account of, and
visit the properties of, the Borrower and any Subsidiary, and to discuss the
affairs, finances, and accounts of the Borrower and any Subsidiary with any of
their respective officers and directors and the Borrower's independent
accountants.

            Section 5.09. Reporting Requirements. Furnish to the Bank:


                                      -14-
<PAGE>

            (1) Quarterly Financial Statements. As soon as available and in any
event within forty-five (45) days after the end of each of the first three (3)
quarters of each fiscal year of the Borrower, interim unaudited consolidated and
unconsolidated balance sheets of Borrower, and related statements of income,
shareholders equity and cash flows of the Borrower for the prior quarter
prepared in accordance with GAAP, and call reports or other regulatory financial
reports of the bank Subsidiaries of the Borrower, containing financial
statements of each such Subsidiary as required by regulatory authorities as of
the end of such quarter, all in reasonable detail and all prepared in accordance
with regulatory accounting principles consistently applied and signed by the
chief financial officer of each such Subsidiary;

            (2) Annual Financial Statements. As soon as available and in any
event within one hundred twenty (120) days after the end of each fiscal year of
the Borrower, consolidated and unconsolidated balance sheets of the Borrower and
its Subsidiaries as of the end of such fiscal year and consolidated and
unconsolidated statements of income, shareholder's equity, and cash flows of the
Borrower and its Subsidiaries for such fiscal year, all in reasonable detail and
stating in comparative form the respective figures for the corresponding date
and period in the prior fiscal year and all prepared in accordance with GAAP and
accompanied by an opinion thereon acceptable to the Bank by Mauldin & Jenkins,
CPAs, or other accountants selected by the Borrower and acceptable to the Bank;

            (3) Certificate of No Default. Within forty-five (45) days after the
end of each of the quarters of each fiscal year of the Borrower, a certificate
of the chief financial officer of the Borrower, substantially in the form of
Exhibit F attached hereto and made a part hereof (a) certifying, inter alia,
that (i) the representations and warranties contained in Article IV hereof and
in each of the Loan Documents remain true and correct (except to the extent that
such representations and warranties relate solely to an earlier date), (ii) the
Borrower and Subsidiaries are in compliance with the covenants set forth herein,
and (iii) that no Event of Default has occurred and is continuing or, if an
Event of Default has occurred and is continuing, a statement as to the nature
thereof and the action which is proposed to be taken with respect thereto; and
(b) with computations demonstrating compliance with the covenants contained in
Article VII;

            (4) Accountant's Report. Simultaneously with the delivery of the
annual financial statements referred to in Section 5.09(2), such statements to
the effect that, in making the examination necessary for the audit of such
statements, they have obtained no knowledge of any condition or event which
constitutes an Event of Default, or if such accountants shall have obtained
knowledge of any such condition or event, specifying in such certificate each
such condition or event, of which they have knowledge and the nature and status
thereof;

            (5) Notice of Litigation. Promptly after the commencement thereof,
notice of all actions, suits, and proceedings before any court or governmental
department, commission, board, bureau, agency, or instrumentality, domestic or
foreign, affecting the Borrower or any Subsidiary which, if determined adversely
to the Borrower or such Subsidiary, could have a material adverse effect on the
financial condition, properties, or operations of the Borrower or such
Subsidiary;

            (6) Notice of Events of Default. The Borrower will notify the Bank
immediately if it becomes aware of the occurrence of any Event of Default or of
any fact, condition, or event that only with the giving of notice or passage of
time, or both, could become an Event of Default, or of the failure of the
Borrower to observe any of their respective undertakings hereunder;

            (7) ERISA Reports. As soon as possible, and in any event within
thirty (30) days after the Borrower knows or has reason to know that any
circumstances exist that constitute grounds entitling the PBGC to institute
proceedings to terminate a Plan with respect to the Borrower or any Commonly
Controlled Entity, and promptly, but in any event within two (2) Business Days
of receipt by the Borrower or any Commonly Controlled Entity of notice that the
PBGC intends to terminate a Plan or appoint a trustee to administer the same,
and promptly, but in any event within five (5) Business Days of the receipt of
notice concerning the imposition of withdrawal


                                      -15-
<PAGE>

liability in excess of One Hundred Thousand and 00/100ths Dollars ($100,000.00)
with respect to the Borrower or any Commonly Controlled Entity, the Borrower
will deliver to the Bank a certificate of the chief financial officer of the
Borrower setting forth all relevant details and the action which the Borrower
proposes to take with respect thereto;

            (8) Reports to Other Creditors. Promptly after the furnishing
thereof, copies of any statement or report furnished by Borrower or any
Subsidiary (except such statements or reports furnished by Borrower or any
Subsidiary in the ordinary course of their respective business as lenders) to
any other party pursuant to the terms of any indenture, loan, credit, or similar
agreement and not otherwise required to be furnished to the Bank pursuant to any
other clause of this Section 5.09;

            (9) Proxy Statements, Etc. Promptly after the sending or filing
thereof, copies of all proxy statements, financial statements, and reports which
the Borrower or any Subsidiary sends to its stockholders, and copies of all
regular, periodic, and special reports, and all registration statements which
the Borrower or any Subsidiary files with the Securities and Exchange Commission
or any governmental authority which may be substituted therefor, or with any
national securities exchange;

            (10) Reports to Regulatory Agencies. Promptly after the sending or
filing of the same, copies of all call reports and other reports, including
without limitation responses to administrative enforcement actions, and
modifications or amendments thereto, that the Borrower or its Subsidiaries sends
or files with any regulatory agency; and

            (11) Other Financial Data. As soon as available and in any event
within forty-five (45) days after the end of each of the first three (3)
quarters and one hundred twenty (120) days after the end of the fiscal year, for
the Borrower and each Subsidiary, sufficient information to enable Bank to
ascertain whether or not Borrower is in compliance with the Financial Covenants
set forth in Article VII hereof;

            (12) Adverse Changes. Promptly after the occurrence thereof and in
no event later than ten (10) days thereafter, full disclosures of any material
adverse changes in the finances or business of Borrower or any of its
Subsidiaries.

            (13) General Information. Such other information respecting the
condition or operations, financial or otherwise, of the Borrower or any
Subsidiary as the Bank may from time to time reasonably request.

            Section 5.10. Environment. Be and remain, and cause each Subsidiary
to be and remain, in all material respects, in compliance with the provisions of
all federal and state environmental, health, and safety laws, codes and
ordinances, and all rules and regulations issued thereunder; and notify the Bank
immediately of any notice of an environmental complaint received from any
governmental agency or any other party.

            Section 5.11. Composite Rating. Maintain, and cause each bank
Subsidiary to maintain, the applicable composite rating (i.e., CAMEL, BOPEC,
MACRO, or such other applicable composite rating) of safety and soundness of any
banking regulator charged with examining the Borrower or any bank Subsidiary,
which is not less than the composite rating which exists at the date of this
Agreement.

            Section 5.12. Capital Adequacy. Maintain, and cause each bank
Subsidiary to maintain, at all times, the minimum levels of regulatory capital
necessary to maintain the regulatory capital classification of "Adequately
Capitalized," as such term is defined by the applicable primary banking
regulator.

            Section 5.13. Financial Institution Stock Purchased with Proceeds of
Loan. In the event any proceeds of the Loan are used by the Borrower to purchase
all or any part of the outstanding voting stock of any financial institution,
and such financial institution is maintained as a separate and distinct
subsidiary of Borrower, then within thirty (30) days after the purchase of such
stock the Borrower will deliver possession of such stock to


                                      -16-
<PAGE>

the Bank and execute such documents as the Bank might reasonable request in
order to grant to the Bank a first priority security interest in said stock to
secure repayment of the Secured Obligations (as defined in the Security
Agreement).

                                  ARTICLE VI

                              NEGATIVE COVENANTS

            So long as the Note shall remain unpaid, the Borrower will not:

            Section 6.01. Liens. Create, incur and assume, or suffer to exist,
or permit any Subsidiary to create, incur, assume, or suffer to exist, any Lien
upon or with respect to any of its properties, now owned or hereafter acquired,
except:

            (1) Liens in favor of the Bank;

            (2) Liens for taxes or assessments or other governmental charges or
levies if not yet due and payable or, if due and payable, if they are being
contested in good faith by appropriate proceedings and for which appropriate
reserves are maintained;

            (3) Liens imposed by law, such as mechanics', materialmen's,
landlords', warehousemen's, and carriers' Liens, securing obligations incurred
in the ordinary course of business which are not yet due and payable or which
are being contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

            (4) Liens under workers' compensation, unemployment insurance,
Social Security, or similar legislation;

            (5) Liens, deposits, or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money), leases
(permitted under the terms of this Agreement), public or statutory obligations,
surety, stay, appeal, indemnity, performance, or other similar bonds, or other
similar obligations arising in the ordinary course of business;

            (6) Judgment and other similar Liens arising in connection with
court proceedings, provided the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are being actively contested
in good faith and by appropriate proceedings;

            (7) Easements, rights-of-way, restrictions, and other similar
encumbrances which, in the aggregate, do not materially interfere with the
occupation, use, and enjoyment by the Borrower or any Subsidiary of the property
or assets encumbered thereby in the normal course of its business or materially
impair the value of the property subject thereto;

            (8) Liens incidental to the conduct of banking business, not
incurred in connection with the borrowing of money, arising out of transactions
in federal funds, repurchaser agreements, interbank credit facilities, bank
deposits, or other obligations to customers or depositors of the Borrower's
Subsidiaries, as such, arising under the leases of real and personal property,
or arising out of transactions by the Borrower or any of its Subsidiaries as
trustee.

            (9) Liens securing obligations of a Subsidiary to the Borrower or
another Subsidiary;

            (10) Liens incurred in connection with the borrowing by a Subsidiary
from the Federal Reserve Bank, or any correspondent bank, in the ordinary course
of business; and

            (11) Those Liens specified in Exhibit G attached hereto and made a
part hereof.


                                      -17-
<PAGE>

            Section 6.02. Debt. Create, incur, assume, or suffer to exist, or
permit any Subsidiary to create, incur, assume, or suffer to exist, any Debt,
except:

            (1) Debt of the Borrower under this Agreement or the Note;

            (2) Debt described in Exhibit H, but no voluntary prepayments,
renewals, extensions, or refinancings thereof;

            (3) Debt of a Subsidiary to the Federal Reserve Bank, or a
correspondent bank, in the ordinary course of business;

            (4) Debt of the Borrower to any Subsidiary or of any Subsidiary to
the Borrower or other Subsidiary;

            (5) Accounts payable to trade creditors for goods or services which
are not aged more than sixty (60) days from the billing date and current
operating liabilities (other than for borrowed money) which are not more than
sixty (60) days past due, in each case incurred in the ordinary course of
business, as presently conducted, and paid within the specified time, unless
contested in good faith and by appropriate proceedings.

            Section 6.03. Mergers, Acquisitions, Etc. (1) Wind up, liquidate, or
dissolve itself, (2) reorganize, merge, or consolidate with or into any Person
unless Borrower is the surviving entity, (3) allow or cause First State Bank and
Trust Company of Cordele to reorganize, merge or consolidate with any Person,
unless First State Bank and Trust Company of Cordele is the surviving entity,
(4) convey, sell, assign, transfer, lease, or otherwise dispose of (whether in
one transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to any Person, provided that
Bank, in its sole discretion, may consent in writing to specific exceptions to
the covenants contained in this Section 6.03.

            Section 6.04. Leases. Create, incur, assume, or suffer to exist, or
permit any Subsidiary to create, incur, assume, or suffer to exist, any
obligation as lessee for the rental or hire of any real or personal property,
except: (1) leases existing on the date of this Agreement and any extensions or
renewals thereof; (2) leases (other than Capital Leases) which do not in the
aggregate require the Borrower and its Subsidiaries on a consolidated basis to
make payments (including taxes, insurance, maintenance, and similar expense
which the Borrower or any Subsidiary is required to pay under the terms of any
lease) in any fiscal year of the Borrower in excess of Five Hundred Thousand and
00/100ths Dollars ($500,000.00); (3) leases between the Borrower and any
Subsidiary or between any Subsidiaries. The Bank, in its sole discretion, may
consent in writing to additional exceptions.

            Section 6.05. Sale and Leaseback. Sell, transfer, or otherwise
dispose of, or permit any Subsidiary to sell, transfer, or otherwise dispose of,
any real or personal property to any Person and thereafter directly or
indirectly lease back the same or similar property.

            Section 6.06. Dividends. After the date hereof, the Borrower shall
not make, or permit any Subsidiary to make, any distribution in respect of its
capital stock or purchase, or redeem or otherwise acquire any shares of its
outstanding capital stock unless such action has been approved by the necessary
regulatory authorities and will not impair the Borrower's ability to perform its
obligations hereunder or otherwise result in an Event of Default hereunder.

            Section 6.07. Sale of Assets. Sell, lease, assign, transfer, or
otherwise dispose of, or permit any Subsidiary to sell, lease, assign, transfer,
or otherwise dispose of, any of its now owned or hereafter acquired assets
(including, without limitation, shares of stock and indebtedness of
Subsidiaries, receivables, and leasehold interest), except: (1) inventory
disposed of in the ordinary course of business; (2) the sale or other
disposition of assets no longer used or useful in the conduct of its business;
(3) that any Subsidiary may sell, lease, assign, or otherwise transfer its
assets to the Borrower; and (4) sales of Loan in the ordinary course of business
and sales of Real Estate Owned. The Bank, in its sole discretion, may consent in
writing to additional exceptions.


                                      -18-
<PAGE>

            Section 6.08. Guaranties, Etc. Assume, guarantee, endorse, or
otherwise be or become directly or contingently responsible or liable, or permit
any Subsidiary to assume, guarantee, endorse, or otherwise be or become directly
or contingently responsible or liable (including, but not limited to, an
agreement to purchase any obligation, stock, assets, goods, or services, or to
supply or advance any funds, assets, goods, or services, or an agreement to
maintain or cause such Person to maintain a minimum working capital or net
worth, or otherwise to assure the creditors of any person against loss) for
obligations of any Person, except guaranties by endorsement of negotiable
instruments for deposits or collection or similar transactions in the ordinary
course of business and except pursuant to letters of credit issued by bank
Subsidiaries in the ordinary course of business.

            Section 6.09. Transactions with Affiliates. Enter into any
transaction, including, without limitation, the purchase, sale, or exchange of
property or the rendering of any services, with any Affiliate, or permit any
Subsidiary to enter into any transaction, including, without limitation, the
purchase, sale, or exchange of property or the rendering of any service, with
any Affiliate, except in the ordinary course of and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business, upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than would
obtain in a comparable arm's-length transaction with a Person not an Affiliate,
and in compliance with all applicable regulatory and statutory requirements.

                                  ARTICLE VII

                              FINANCIAL COVENANTS

            So long as the Note shall remain unpaid:

            Section 7.01. Capital Expenditures. Neither the Borrower nor the
Borrower's bank Subsidiaries will make any expenditures for fixed or capital
assets if, after giving effect thereto, the aggregate of all such expenditures
made by the Borrower or any bank Subsidiary would exceed Nine Hundred Thousand
Dollars ($900,000) during any fiscal year. Bank may, in its sole discretion,
approve in writing exceptions to this restriction.

            Section 7.02. Borrower Capital. Borrower shall maintain, on a
consolidated basis, tangible equity capital, as determined under GAAP, in an
amount which is the greater of (i) Twenty Five Million Five Hundred Thousand
Dollars ($25,500,000), (ii) an amount equal to seven percent (7.0%) of the total
assets stated in the most recent financial statements of the Borrower, or (iii)
the minimum amount of Total Capital required by applicable law or regulation.

            Section 7.03. Subsidiary Capital. The Borrower's bank Subsidiaries
each will maintain, at all times, tangible equity capital, as determined under
GAAP, in an amount which is not less than the greater of (i) seven percent
(7.0%) of assets, or (ii) the minimum amount of Total Capital required by
applicable law or regulation.

            Section 7.04. Risk-Based Capital Ratios. The Borrower will maintain
on a consolidated basis a minimum Tier I Capital to Risk-Weighted Assets ratio
of 8% and a minimum Tier 1 plus Tier 2 Capital to RiskWeighted Assets ratio of
11%.

            Section 7.05. Return on Assets. Income from operations after taxes,
divided by average assets, for each of Borrower's bank Subsidiaries shall be not
less than one and one-tenth percent (1.10%).

            Section 7.06. Efficiency Ratio. The non-interest expense divided by
the net interest income plus non-interest income for each of Borrower's bank
Subsidiaries shall not be greater than seventy percent (70%).


                                      -19-
<PAGE>

            Section 7.07. Reserves. The Borrower's bank Subsidiaries shall each
maintain at all times reserves equal to the greater of (i) one and one-half
percent (1.5%) of total loans, (ii) one hundred fifty percent (150%) of total
Non-Performing Loans, or (iii) the minimum amount required by its primary
regulator. For purposes of this Section 7.07, the term "Non-Performing Loans"
shall mean all non-accrual loans plus all loans that are ninety (90) days or
more past due but are continuing to accrue interest.

            Section 7.08. Adverse Classifications. The ratio of (i) loans ninety
(90) days or more in arrears, plus non-accrual loans, plus Real Estate Owned, to
(ii) total net loans plus other Real Estate Owned for each of the Borrower's
bank Subsidiaries shall not exceed two percent (2.0%).

                                 ARTICLE VIII

                               EVENTS OF DEFAULT

            Section 8.01. Events of Default. An Event of Default shall be deemed
to exist if any of the following events shall occur:

            (1) The Borrower shall fail to pay the principal of, or interest on,
the Note, or any fee, when due;

            (2) Any representation, warranty or certification made or deemed
made by the Borrower in this Agreement, the Security Agreement, or any of the
other Loan Documents, or which is contained in any certificate, document,
opinion, or financial or other statement furnished at any time under or in
connection with any Loan Document, shall prove to have been incorrect,
incomplete, or misleading in any respect on or as of the date made or deemed
made;

            (3) The Borrower shall fail to perform or observe any term,
covenant, condition or agreement contained herein or in any other of the Loan
Documents;

            (4) Any Event of Default as defined herein or in any other of the
Loan Documents shall occur;

            (5) The Borrower or any of its Subsidiaries shall (a) fail to pay
any indebtedness for borrowed money (other than the Note) of the Borrower or
such Subsidiary, as the case may be, or any interest or premium thereon, when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise); or (b) fail to perform or observe any term, covenant, or
condition on its part to be performed or observed under any agreement or
instrument relating to any such indebtedness, when required to be performed or
observed, if the effect of such failure to perform or observe is to accelerate,
or to permit the acceleration of, after the giving of notice or passage of time,
or both, the maturity of such indebtedness, whether or not such failure to
perform or observe shall be waived by the holder of such indebtedness; or any
such indebtedness shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment), prior to the
stated maturity thereof and Borrower or its Subsidiaries fails to pay such
indebtedness in full;

            (6) The Borrower or any of its Subsidiaries (a) shall generally not
pay, or shall be unable to pay, or shall admit in writing its inability to pay
its debts as such debts become due; or (b) shall make an assignment for the
benefit of creditors, or petition or apply to any tribunal for the appointment
of a custodian, receiver, or trustee for it or a substantial part of its assets;
or (c) shall commence any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution, or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect; or (d) shall have had any
such petition or application filed or any such proceeding commenced against it
in which an order for relief is entered or an adjudication or appointment is
made, and which remains undismissed for a period of thirty (30) days or more; or
(e) shall take any corporate action indicating its consent to, approval of, or
acquiescence in any such petition, application, proceeding, or order for relief
or the appointment of a custodian, receiver, or trustee for all or any
substantial part of its properties; or (f)


                                      -20-
<PAGE>

shall suffer any such custodianship, receivership, or trusteeship to continue
undischarged for a period of thirty (30) days or more;

            (7) One or more judgments, decrees, or orders for the payment of
money in excess of One Hundred Thousand Dollars ($100,000) in the aggregate
shall be rendered against the Borrower or any of its Subsidiaries, the amount of
said judgment(s) not covered by Borrower's or Subsidiaries' insurance is in
excess of Fifty Thousand Dollars ($50,000), and such judgments, decrees, or
orders shall continue unsatisfied and in effect for a period of thirty (30)
consecutive days without being vacated, discharged, satisfied, or stayed or
bonded pending appeal;

            (8) The Security Agreement shall at any time after its execution and
delivery and for any reason cease (a) to create a valid and perfected first
priority security interest in and to the property purported to be subject to
such Security Agreement; or (b) to be in full force and effect or shall be
declared null and void, or the validity or enforceability thereof shall be
contested by the Borrower, or the Borrower shall deny it has any further
liability or obligation under the Security Agreement, or the Borrower shall fail
to perform any of its obligations under the Security Agreement;

            (9) Any of the following events shall occur or exist with respect to
the Borrower and any Commonly Controlled Entity under ERISA; any Reportable
Event shall occur; complete or partial withdrawal from any Multiemployer Plan
shall take place; any Prohibited Transaction shall occur; a notice of intent to
terminate a Plan shall be filed, or a Plan shall be terminated; or circumstances
shall exist which constitute grounds entitling the PBGC to institute proceedings
to terminate a Plan, or the PBGC shall institute such proceedings; and in each
case above, such event or condition, together with all other events or
conditions, if any, could subject the Borrower to any tax, penalty, or other
liability which in the aggregate may exceed Fifty Thousand Dollars ($50,000);

            (10) If the Bank received its first notice of a hazardous discharge
or an environmental complaint relating to Borrower or a Subsidiary from a source
other than the Borrower, and the Bank does not receive notice (which may be
given in oral form, provided same is followed with all due dispatch by written
notice given by Certified Mail, Return Receipt Requested) of such hazardous
discharge or environmental complaint from the Borrower within twenty-four (24)
hours of the time the Bank first receives said notice from a source other than
the Borrower; or if any federal, state, or local agency asserts or creates a
Lien upon any or all of the assets, equipment, property, leaseholds, or other
facilities of the Borrower by reason of the occurrence of a hazardous discharge
or any environmental complaint; or if any federal, state, or local agency
asserts a claim against the Borrower and/or its assets, equipment, property,
leaseholds, or other facilities for damages or cleanup costs relating to a
hazardous discharge or an environmental complaint; provided, however, that such
claim shall not constitute a default if, within ten (10) Business Days of the
occurrence giving rise to the claim, (a) the Borrower can prove to the Bank's
satisfaction that the Borrower has commenced and is diligently pursuing either:
(i) a cure or correction of the event which constitutes the basis for the claim,
and continues diligently for any injunction, a restraining order, or other
appropriate emergency relief preventing such agency or agencies from asserting
such claim, which relief is granted within ten (10) Business Days of the
occurrence giving rise to the claim and the injunction, order, or emergency
relief is not thereafter resolved or reversed on appeal; and (b) in either of
the foregoing events, the Borrower has posted a bond, letter of credit, or other
security satisfactory in form, substance, and amount to both the Bank and the
agency or entity asserting the claim to secure the proper and complete cure or
correction of the event which constitutes the basis for the claim;

            (11) If the Borrower or any of its bank Subsidiaries, or the
directors, officers, or employees thereof, becomes subject to any regulatory
enforcement action, which includes without limitation a memorandum of
understanding, written agreement, supervisory directive, capital directive,
removal action, or cease and desist order, which regulatory enforcement action
limits or restricts the ability of Borrower or such Subsidiary to engage in its
normal business;


                                      -21-
<PAGE>

            (12) Borrower shall fail to maintain senior management having
sufficient skill and experience in Borrower's industry to manage Borrower and
each Subsidiary competently and efficiently;

            (13) If the ownership of Borrower as presently constituted shall
change such that more than five percent (5%) of the outstanding voting stock
shall be transferred to any Person other than (i) an existing shareholder who
prior to the transfer owned not less than five percent (5%) of the outstanding
voting stock of Borrower or (ii) an immediate family member of the transferring
shareholder; or

            (14) Any bank Subsidiary shall be unable or shall be deemed to be
unable to declare and distribute dividends as a result of restrictions imposed
by applicable regulation or by any banking regulator having jurisdiction over
the bank Subsidiary.

            Section 8.02. Remedies upon Event of Default.

            Upon the occurrence of an Event of Default, the Bank may:

            (1) By notice to the Borrower, declare the Note, all interest
thereon, and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Note, all such interest, and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest,
or further notice of any kind, all of which are hereby expressly waived by the
Borrower;

            (2) At any time and from time to time, without notice to the
Borrower (any such notice being expressly waived by the Borrower), set off and
apply (i) any and all deposits (general or special, time or demand, provisional
or final) at any time held by the Bank, and (ii) other indebtedness at any time
owing by the Bank to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower, now or hereafter existing under
this Agreement or the Note or any other Loan Document, irrespective of whether
or not the Bank shall have made any demand under this Agreement or the Note or
under any other of the Loan Documents and although such obligations may be
unmatured;

            (3) Exercise from time to time any and all rights and remedies
available to a secured party when a debtor is in default under a security
agreement as provided in the Uniform Commercial Code of Georgia, or available to
Bank under any other applicable law or in equity, including without limitation
the right to any deficiency remaining after disposition of the Collateral;

            (4) At its option, and without notice or demand of any kind,
exercise from time to time any and all other rights and remedies available to it
under this Agreement or any of the other Loan Documents;

            (5) Borrower shall pay all of the reasonable costs and expenses
incurred by Bank in enforcing its rights under this Agreement and the other Loan
Documents. In the event any claim under this Agreement or under any of the other
Loan Documents is referred to an attorney for collection, or collected by or
through an attorney at law, Borrower will be liable to Bank for all expenses
incurred by it in seeking to enforce its rights hereunder, under any other of
the Loan Documents or in the Collateral, including without limitation reasonable
attorneys' fees; and

            (6) Any proceeds from disposition of any of the Collateral may be
applied by Bank first to the payment of all expenses and costs incurred by Bank
in enforcing the rights of Bank under each of the Loan Documents and in
collecting, retaking, holding, preparing the Collateral for and advertising the
sale or other disposition of and realizing upon the Collateral, including
without limitation reasonable attorneys' fees actually incurred, as well as all
other legal expenses and court costs. Any balance of such proceeds may be
applied by Bank toward the payment of the Loan and in such order of application
as the Bank may from time to time elect. Bank shall pay the surplus, if any, to
Borrower. Borrower shall pay the deficiency, if any, to Bank.


                                      -22-
<PAGE>

                                  ARTICLE IX

                                 MISCELLANEOUS

            Section 9.01. Amendments, Etc. No amendment, modification,
termination, or waiver of any provision of any Loan Document to which the
Borrower is a party, nor consent to any departure by the Borrower from any Loan
Document to which it is a party, shall in any event be effective unless the same
shall be in writing and signed by the Bank, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

            Section 9.02. Notices, Etc. All notices and other communications
provided for under this Agreement and under the other Loan Documents shall be in
writing (including telegraphic, telex, and facsimile transmissions) and mailed
or transmitted or delivered as follows:

            If to the Borrower:

            P.O. Box 8
            Albany, Georgia 31703
            Attention: Robert E. Lee


            If to the Bank:

            25 Park Place
            Atlanta, Georgia  30302
            Attention: Edward T. Summers
            Southeastern Financial Institutions

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section 9.02. Except as otherwise provided in this Agreement, all such
notices and communications shall be effective when deposited in mails or
delivered to the telegraph company, or sent, answerback received, respectively,
addressed as aforesaid, except that notices to the Bank pursuant to the
provisions of Section 3.02 shall not be effective until received by the Bank.

            Section 9.03. No Waiver. No failure or delay on the part of the Bank
in exercising any right, power, or remedy granted hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power, or remedy preclude any other or further exercise thereof or the exercise
of any other right, power, or remedy hereunder.

            Section 9.04. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the Borrower and the Bank and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights under any Loan Document to which the Borrower is a
party without the prior written consent of the Bank.

            Section 9.05. Costs, Expenses, and Taxes. The Borrower agrees to pay
all costs and expenses, including court costs, incurred in connection with
enforcement of the Loan Documents, or any amendments, modification, or
supplement thereto, whether by negotiation, legal proceedings, or otherwise. In
addition, the Borrower shall pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the execution, delivery,
filing, and recording of any of the Loan Documents and the other documents to be
delivered under any such Loan Documents, and agrees to hold the Bank harmless
from and against any and all


                                      -23-
<PAGE>

liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees. This provision shall survive termination of this
Agreement.

            Section 9.06. Integration. This Agreement and the Loan Documents
contain the entire agreement between the parties relating to the subject matter
hereof and supersede all oral statements and prior writing with respect thereto.

            Section 9.07. Indemnity. The Borrower hereby agrees to defend,
indemnify, and hold the Bank harmless from and against any and all claims,
damages, judgments, penalties, costs, and expenses (including attorney's fees
and court costs now or hereafter arising from the aforesaid enforcement of this
clause) arising directly or indirectly from the activities of the Borrower and
its Subsidiaries, and its predecessors in interest, or arising directly or
indirectly from the Borrower's or any Subsidiaries', or any predecessors in
interest's, violation of any environmental protection, health, or safety law,
whether such claims are asserted by any governmental agency or any other person.
This indemnity shall survive termination of this Agreement.

            Section 9.08. Governing Law. This Agreement and the Note shall be
governed by, and construed in accordance with, the laws of the State of Georgia.

            Section 9.09. Severability of Provisions. Any provision of any Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

            Section 9.10. Headings. Article and Section headings in the Loan
Documents are included in such Loan Documents for the convenience of reference
only and shall not constitute a part of the applicable Loan Documents for any
other purpose.

            Section 9.11. Jury Trial Waiver. THE BANK AND THE BORROWER HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER
IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT OR THE LOAN DOCUMENTS. NO OFFICER OF THE BANK HAS AUTHORITY TO
WAIVE, CONDITION, OR MODIFY THIS PROVISION.


                                      -24-
<PAGE>

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                    FIRST STATE CORPORATION


                                    By: /s/ Robert E. Lee
                                       ---------------------------------
                                        Title: CFO
                                              --------------------------

[CORPORATE SEAL]

                                    Attest: /s/ Steven E. Laine
                                           -----------------------------
                                            Title: VP - Finance & Acct'g
                                                  ----------------------

                                    SUNTRUST BANK, ATLANTA


                                    By: /s/ Edward T. Summers
                                       ---------------------------------
                                        Title: First Vice President
                                              --------------------------


                                    Attest: /s/ W. G. Daniel, Jr.
                                           -----------------------------
                                            Title: First Vice President
                                                  ----------------------


                                      -25-
<PAGE>

                                  SCHEDULE I

100,000 shares of the capital stock of FIRST STATE BANK AND TRUST COMPANY IN
CORDELE registered in the name of FIRST STATE CORPORATION represented by
Certificate No. 1.
<PAGE>

$10,000,000                                                   October 15, 1996
                                                              Atlanta, Georgia

            FOR VALUE RECEIVED, the undersigned, FIRST STATE CORPORATION, a
Georgia corporation (the "Borrower"), hereby promises to pay to the order of
SUNTRUST BANK, ATLANTA (the "Bank"), at its Principal Office located at 25 Park
Place, Atlanta, Georgia the principal amount of TEN MILLION AND NO/100 DOLLARS
($10,000,000.00) or so much thereof as may be from time to time disbursed
hereunder, in lawful money of the United States and in immediately available
funds.

            Prior to December 31, 1997 (the "Revolving Maturity Date") this Note
shall evidence a revolving credit facility (the "Revolving Credit Facility").
Prior to the Revolving Maturity Date the Borrower may request Advances to be
made pursuant to this Note and repay such Advances in accordance with the
provisions of the Loan Agreement. Interest shall accrue and be paid upon such
Advances in accordance with the Loan Agreement.

            The unpaid principal balance of the Revolving Credit on the
Revolving Maturity Date shall constitute the original principal balance of the
Term Loan. The first day of the Term Loan shall be the Revolving Maturity Date.
The principal balance of the Term Loan shall be repaid in thirty-two (32) equal
quarterly installments of principal on March 31, June 30, September 30, and
December 31 of each year with the first such principal installment being due and
payable on March 31, 1998 and the last such principal installment being due and
payable on December 31, 2005 which shall be the date upon which the entire
remaining unpaid principal balance of the Term Loan shall be due and payable.
Each such quarterly principal installment will be in an amount equal to
one-thirty second (1/32nd) of the original principal balance of the Revolving
Credit on the Revolving Maturity Date. Interest shall accrue and be paid on the
Term Loan in accordance with the Loan Agreement.

            Any amount of principal hereof which is not paid when due (giving
effect to any applicable grace period), whether at stated maturity, by
acceleration, or otherwise, shall bear interest from the date when due until
said principal amount is paid in full, payable on demand, at a rate per annum
equal at all times to two percent (2%) above the Prime Rate. Any change in the
interest rate resulting from a change in the Prime Rate shall be effective at
the beginning of the day on which such change in the Prime Rate shall become
effective.

            If any payment pursuant to this Note becomes due and payable on a
day other than a Business Day, the maturity thereof shall be extended to the
next succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.

            Terms used herein which are defined in the Loan Agreement shall have
their defined meanings when used herein. The Loan Agreement, among other things,
contains provisions for acceleration of the maturity of this Note upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity of this Note upon the terms and
conditions specified in the Loan Agreement. This Note is secured by a Security
Agreement referred


                                       -1-
<PAGE>

to in the Loan Agreement, reference to which is hereby made for a description of
the collateral provided for under the Security Agreement and the rights of the
Borrower and the Bank with respect to such collateral.

            In addition to and not in limitation of the foregoing and the
provisions of the Loan Agreement, the Borrower further agrees to pay all
expenses of collection, including reasonable attorneys' fees, if this Note shall
be collected by law or through an attorney at law, or in bankruptcy,
receivership, or other court proceedings.

            TIME IS OF THE ESSENCE UNDER THIS NOTE. This Note has been delivered
in Atlanta, Georgia, and shall be governed by and construed under the laws of
Georgia.

            PRESENTMENT, PROTEST, AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY
THE BORROWER.

            IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
and delivered by its duly authorized officer as of the date first above written.


                                    FIRST STATE CORPORATION


                                    By: /s/ Robert E. Lee
                                       -------------------------------------
                                        Title: CFO
                                              ------------------------------
                                             
                                    Attest: /s/ Steven E. Laine
                                           ---------------------------------
                                            Title: VP - Acct'g & Finance Div
                                                  --------------------------
(CORPORATE SEAL)


                                     -2-
<PAGE>

                       STOCK PLEDGE AND SECURITY AGREEMENT

          THIS STOCK PLEDGE AGREEMENT made and entered into as of October 15,
1996 between FIRST STATE CORPORATION, a Georgia corporation, having its
principal place of business at 333 W. Broad Avenue, Albany, Georgia ("Pledgor"),
and SUNTRUST BANK, ATLANTA a Georgia banking corporation, having its principal
place of business in Atlanta, Georgia ("Bank").

                              W I T N E S S E T H :

          WHEREAS, pursuant to a Revolving Credit and Term Loan Agreement, dated
of even date herewith (the "Loan Agreement"), between Pledgor and the Bank, the
Bank has agreed to extend a $10,000,000 revolving credit and term loan facility
(the "Loan") to Pledgor, as evidenced by the Promissory Note of the Pledgor
evidencing the obligations of the Pledgor under the Loan Agreement (the "Note");
and

          WHEREAS, Pledgor desires to secure the due and punctual payment of the
Loan, and to secure the due and punctual performance under the Loan Agreement;

          NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

          1. Secured Obligations. This Stock Pledge and Security Agreement (the
"Stock Pledge Agreement") is given to secure (i) the due and punctual payment
and performance of the Pledgor's obligations under the Loan as evidenced by the
Note, including all indebtedness arising upon any extensions and renewals of the
Loan; (ii) the due and punctual payment and performance of Pledgor's obligations
under the Loan Agreement; and (iii) all other further indebtedness of any amount
which is now or may be hereafter owed by Pledgor to Bank, whether individually
or jointly with others not parties hereto and whether direct or indirect, as
maker, endorser, guarantor, surety, or otherwise (collectively, or any portion
thereof, the "Secured Obligations").

          2. Pledge and Security Interest.

               a. Pledgor hereby pledges and grants to Bank a security interest
in (i) 100,000 shares of First State Bank and Trust Company in Cordele (which
shares shall be evidenced by the stock certificates which Pledgor has
contemporaneously herewith delivered to Bank), and (ii) any additional shares
hereafter at any time and from time to time acquired by Pledgor together with
all dividends, stock dividends, stock splits, warrants, options, stock purchase
rights, and all other property at any time and from time to time distributed in
respect of, or in exchange for, or in substitution of, any and all of said
shares, and all proceeds thereof, whether now existing or at any time hereafter
acquired or issued (all of which shall be referred to herein collectively as the
"Stock Collateral"); provided, however, prior to the occurrence of any Event of
Default hereunder, Pledgor
<PAGE>

shall be entitled to receive and retain all dividends of cash and noncash
property (other than stock dividends, stock splits, warrants, options, and stock
purchase rights), and such dividends shall not constitute part of the Stock
Collateral. Upon delivery to the Bank, any security now or thereafter included
in the Stock Collateral shall be accompanied by executed stock powers in blank
and by such other documents or instruments as Bank may reasonably request. Each
delivery of certificates for such Stock Collateral shall be accompanied by a
schedule showing the number of shares and the numbers of certificates
theretofore and then being pledged hereunder, which schedule shall be attached
hereto and made a part hereof.

               b. Upon the request of Bank, Pledgor will execute such financing
statements and other documents, pay the cost of filing or recording the same in
all public offices deemed necessary or appropriate by Bank, and do such other
acts and things as Bank may from time to time reasonably request, including
delivery of the Stock Collateral to the Bank, to establish and maintain a valid
security interest in all the Stock Collateral, free of all other liens and
claims except those expressly permitted or granted herein.

     3. Representations and Warranties. Pledgor hereby represents and warrants
to Bank as follows:

               a. The stock certificate(s) identified in Section 2 hereof and
delivered to the Bank contemporaneously herewith are genuine and in all respects
what they purport to be;

               b. Pledgor is the legal, registered owner of the Stock Collateral
and holds full and absolute beneficial title to the Stock Collateral, free and
clear of all liens, charges, encumbrances, security interest, and voting trust
restrictions of every kind and nature;

               c. That no consent or approval of any person, entity, or
government or regulatory authority is necessary to the validity of the pledge
contained in this Agreement, except such as have been obtained;

               d. That Pledgor has full corporate power and authority to pledge
the Stock Collateral to Bank as security for the Secured Obligations, and will
defend its title thereto against the claims of all persons whomsoever;

               e. That Pledgor has granted to Bank a security interest in the
Stock Collateral which is at the time hereof valid and of first priority under
applicable law, and no financing statement, security interest, or other lien or
encumbrance covering the Stock Collateral or its proceeds is outstanding or on
file in any public office, except any that may have been filed in favor of the
Bank;

               f. That Pledgor has revoked all proxies heretofore given and
covenants not to extend further proxies or powers of attorney with respect to
the Stock Collateral so long as this Stock Pledge Agreement remains in full
force and effect; and

               g. That Pledgor has the full corporate power and authority to
enter into this Stock Pledge Agreement and to perform its obligations hereunder,
and this Stock Pledge


                                       -2-
<PAGE>

Agreement constitutes the valid, binding, and enforceable agreement of Pledgor,
enforceable against it in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, or other similar laws affecting the rights
of creditors generally, and except with respect to the applicability of general
equitable principals which may limit the availability of specific performance or
other equitable remedies.

          4. Registration in Nominee Name; Denominations. Bank shall have the
right (in its sole and absolute discretion) to have the stock certificate(s)
representing the Stock Collateral assigned in blank in favor of Bank. Upon an
Event of Default under this Stock Pledge Agreement, Bank may have such Stock
Collateral registered in the name of Bank or any nominee or nominees of Bank.
Bank shall at all times have the right to exchange the stock certificate(s)
representing the Stock Collateral for stock certificate(s) of smaller or larger
denominations for any purpose consistent with its performance of this Stock
Pledge Agreement.

          5. Covenants. So long as any of the Secured Obligations remain unpaid
or unperformed, Pledgor covenants and agrees with Bank as follows:

               a. Pledgor shall keep the Stock Collateral free from all security
interests, liens, levies, attachments, voting restrictions, and all other
encumbrances, except for the interest of Bank herein granted;

               b. Pledgor shall not assign, sell, transfer, deliver, or
otherwise dispose of any of the Stock Collateral or any interest therein; and

               c. Pledgor shall pay all taxes, assessments, and all other
charges of any nature which may be levied or assessed with respect to the Stock
Collateral; provided that Pledgor shall have the right to contest in good faith
any tax assessments or other charges.

               d. Pledgor shall deliver to Bank, immediately upon Pledgor's
receipt of same, any and all stock certificates representing the Stock
Collateral which Pledgor shall hereinafter acquire. The delivery of such after
acquired Stock Collateral to Bank shall be accompanied by a Power of Attorney To
Transfer Stock executed in blank in a form promulgated by Bank and shall be
deemed to be a reaffirmation by Pledgor of all of the terms and provisions of
this Stock Pledge Agreement.

          6. Voting Rights: Dividends, Etc.

               a. Unless and until an Event of Default hereunder shall have
occurred:

                    (i) Pledgor shall be entitled to exercise any and all voting
and consensual rights and powers accruing to an owner of the Stock Collateral or
any part thereof for any purpose not inconsistent with the terms of this Stock
Pledge Agreement;

                    (ii) Pledgor shall be entitled to receive and retain any and
all cash dividends payable on the Stock Collateral. Any and all stock or
liquidating dividends, stock warrants, stock options, stock purchase rights,
other distribution in property, return of capital, or

               
                                       -3-
<PAGE>

distribution made on or in respect of the Stock Collateral, whether resulting
from a subdivision, combination, or reclassification of capital stock or
received in exchange for the Stock Collateral, or any part thereof, or as a
result of any merger, consolidation, acquisition, or other exchange or assets
shall be and become part of the Stock Collateral pledged hereunder and, if
received by Pledgor, shall forthwith and immediately be delivered to Bank to be
held subject to the terms of this Stock Pledge Agreement, except to the extent
permitted to be retained by Pledgor pursuant to Section 2 hereof; and

                    (iii) Bank shall execute and deliver to Pledgor, or cause to
be executed and delivered to Pledgor, as appropriate, all such proxies, powers
of attorney, and other instruments as Pledgor may reasonably request for the
purpose of enabling Pledgor to exercise the voting and consensual rights and
powers which it is entitled to exercise pursuant to clause (i).

               b. Upon the occurrence and during the continuance of any Event of
Default, and provided Bank has given Pledgor written notice of said Event of
Default:

                    (i) Pledgor agrees to deliver immediately to Bank any and
all cash, checks, drafts, items, or other instruments for the payment of money
which may be received after such default by Pledgor as dividends or otherwise
with respect to the Stock Collateral, duly endorsed and assigned to Bank;

                    (ii) Pledgor agrees to deliver to Bank immediately upon
Pledgor's receipt thereof, any and all stock, stock dividends, stock splits,
warrants, and stock purchase rights received with respect to any of the Stock
Collateral, together with stock powers duly executed in blank with respect to
all stock and other certificates evidencing same; and

                    (iii) All rights of Pledgor to exercise the voting and
consensual rights and powers which it is entitled to exercise pursuant to
Section 6(a)(i) hereof shall cease, and all such rights shall thereupon become
vested in Bank, which shall have the sole and exclusive right and authority to
exercise such voting and consensual rights and powers.

          7. Performance of Pledgor's Obligations. At its option, Bank may (but
shall not be obligated to) from time to time perform any agreement of Pledgor
hereunder which Pledgor shall fail to perform, and may take any other reasonable
action which Bank deems necessary for the maintenance or preservation of the
value of the Collateral or its interest therein.

          8. Attorney-in-Fact. Pledgor hereby irrevocably constitutes and
appoints Bank as Pledgor's agent and attorney-in-fact, upon the occurrence and
continuance of an Event of Default, for the purposes of carrying out the
provisions of this Stock Pledge Agreement and taking any action and executing
any interest which Bank or Pledgor may deem necessary or advisable to accomplish
the purposes hereof. Without limiting the generality of the foregoing, upon the
occurrence and continuance of an Event of Default, Bank shall have the right and
power upon notice to Pledgor to receive, endorse, and collect all checks and
other orders for the payment of money made payable to Pledgor, representing any
interest or dividend or other distribution payable in respect of the Stock
Collateral or any part thereof, and give full discharge for the same. The
foregoing power of attorney


                                       -4-
<PAGE>

is coupled with an interest and shall be terminated only upon payment in full of
the Secured Obligations.

          9. Events of Default. An Event of Default shall occur under this Stock
Pledge Agreement upon the occurrence of any one or more of the following events:
(i) any Event of Default shall occur under, and as defined in, the Loan
Agreement; or (ii) upon the breach by Pledgor of any of the covenants set forth
herein; or (iii) upon default by Pledgor in the performance or observance of any
other of the agreements, terms, or conditions herein contained, which default
shall not be fully cured within ten (10) days after Pledgor receives written
notice thereof; or (iv) any of the representations or warranties herein made by
Pledgor shall prove to be false or misleading in any material respect.

          10. Rights and Remedies on Default. Upon the occurrence of an Event of
Default under this Stock Pledge Agreement, Bank may, in its sole discretion and
without further notice or demand, (i) declare all the Secured Obligations to be
immediately due and payable; (ii) proceed immediately to exercise any and all of
Bank's rights, powers, and privileges with respect to the Stock Collateral,
including, without limitation, the right to sell or otherwise dispose of the
Stock Collateral or any part thereof at private or public sale, in such manner
as Bank shall deem reasonable; and (iii) exercise any other right or remedy
available to Bank under the applicable Uniform Commercial Code or otherwise
available by agreement or under federal or state law. All rights and remedies
herein specified are cumulative and are in addition to such other rights and
remedies as may be available to Bank.

          Bank shall act as the authorized agent and attorney-in-fact of Pledgor
in disposing of the Stock Collateral, and in that capacity is authorized to take
such action on behalf of Pledgor as will further such a disposition, including,
without limitation, any necessary endorsement or signature in its own name.
Pledgor expressly acknowledges that compliance with federal or state securities
and other laws may limit the disposition of the Stock Collateral by Bank. No
disposition of the Stock Collateral by Bank upon an Event of Default shall be
deemed to be a breach of any duty to Pledgor or to be commercially unreasonable
because a better sales price might have been attained through an alternative
disposition, if Bank in good faith has determined that the alternative
disposition might constitute a violation of state or federal laws. Without
limiting the generality of the foregoing, Bank may at any sale of the Stock
Collateral restrict the prospective bidders or purchasers of the Stock
Collateral to persons who will represent and agree that they are purchasing the
Stock Collateral for their own account for investment, and not with a view to
distribution or sale. Any purchaser at a sale conducted pursuant to the terms of
this Stock Pledge Agreement shall hold the property sold absolutely, free from
any claim or right on the part of Pledgor, and Pledgor hereby waives any right
of redemption, stay, or appraisal under present or future law. Each and every
purchaser of any of the Stock Collateral shall be vested with all shareholder's
rights provided by the stock purchased, including, without limitation, all
voting and dividend rights. Pledgor agrees that Bank may purchase the Stock
Collateral or any part thereof at any sale. Any requirement imposed by law
regarding the giving to Pledgor of prior notice of any sale or other disposition
of the Stock Collateral shall be deemed reasonable if given by Bank in writing
at least ten (10) days prior to such sale or other disposition specifying the
time and place thereof.


                                       -5-
<PAGE>

          11. Application of Proceeds. The proceeds derived from a disposition
of the Stock Collateral shall be applied toward payment of the Secured
Obligations, in such order of application as Bank may from time to time elect,
and any remaining balance shall be paid to Pledgor.

          12. Term of Agreement. This Stock Pledge Agreement shall terminate
upon payment in full of the Secured Obligations, at which time Bank shall
reassign and deliver to Pledgor, or to such person or persons as Pledgor may in
writing designate, against receipt, any Stock Collateral still held by Bank,
together with appropriate instruments of reassignment and release. Such
reassignment shall be without recourse upon or warranty by Bank.

          13. Securities. In view of the position of Pledgor in relation to the
Stock Collateral, or because of other present or future circumstances, a
question may arise under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, as now or hereafter in effect, or
any similar statute hereafter enacted analogous in purpose or effect (such Act
and any such similar statute as from time to time in effect being hereinafter
called the "Federal Securities Laws") with respect to any disposition of the
Stock Collateral permitted hereunder. Pledgor understands that compliance with
the Federal Securities Laws may very strictly limit the course of conduct of
Bank if Bank were to attempt to dispose of all or any part of the Stock
Collateral and may also limit the extent to which or the manner in which any
subsequent transferee of any Stock Collateral may dispose of the same.
Similarly, there may be other legal restrictions or limitations affecting Bank
in any attempt to dispose of all or any part of the Stock Collateral under
applicable Blue Sky or other state securities laws or similar laws analogous in
purpose or effect. Under applicable law, in the absence of an agreement to the
contrary, Bank may perhaps be held to have certain general duties and
obligations to Pledgor to make some effort towards obtaining a fair price even
though the Secured Obligations and other obligations may be discharged or
reduced by the proceeds of a sale at a lesser price. Pledgor clearly understands
that Bank is not to have any such general duty and obligation to Pledgor, and
Pledgor will not attempt to hold Bank responsible for selling all or any part of
the Stock Collateral at an inadequate price even if Bank shall accept the first
offer received or does not approach more than one possible purchaser, provided
Bank acts in a commercially reasonable manner. Without limiting the generality
of the foregoing, the provisions of this paragraph would apply if, for example,
Bank were to place all or any part of the Stock Collateral for sale by an
investment banking firm, or if such investment banking firm purchased all or any
part of the Stock Collateral for its own account or if Bank placed all or any
part of the Stock Collateral with a purchaser or purchasers. The provisions of
this paragraph will apply notwithstanding the existence of a public or private
market upon which the quotations or sale prices may exceed substantially the
price at which Bank sells.

          14. Miscellaneous.

               a. Notices. All notices and other communications to Pledgor under
this Stock Pledge Agreement shall be deemed to have been effectively given when
delivered in person to Pledgor or five (5) days after sending thereof, by first
class U.S. Mail, postage prepaid, to the following address:


                                       -6-
<PAGE>

                  If to Pledgor:

                          First State Corporation
                          P.O. Box 8
                          Albany, Georgia 31703
                          Attention: Robert E. Lee


                  If to Bank:

                          SunTrust Bank, Atlanta
                          25 Park Place
                          Center Code:  121
                          Atlanta, Georgia  30303
                          Attention:  Edward T. Summers (Center 121)

or to such other address as Pledgor has notified Bank in writing to be the
appropriate address for the sending of notices under this Stock Pledge
Agreement.

          b. Survival. All representations, warranties, covenants, and
agreements herein contained shall survive the execution and delivery of this
Stock Pledge Agreement.

          c. No Waiver. No failure on the part of Bank to exercise, and no delay
in exercising, any right, power, or remedy granted hereunder, or available at
law, in equity, or otherwise, shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power, or remedy by Bank preclude
any other or further exercise thereof, or the exercise of any other right,
power, or remedy.

          d. Entire Agreement. This Stock Pledge Agreement, the Loan Agreement,
and the Loan Documents (as defined in the Loan Agreement) contain the entire
agreement between the parties with respect to the pledge of and security
interest in the Stock Collateral and supersede any prior agreements or
understandings.

          e. Amendments. This Stock Pledge Agreement may be amended only by
written agreement between the parties hereto.

          f. Time of Essence. Time is of the essence under this Stock Pledge
Agreement.

          g. Governing Law. This Stock Pledge Agreement and the construction and
enforcement hereof shall be governed in all respects by the laws of the State of
Georgia.

          h. Successors and Assigns. This Stock Pledge Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective heirs, administrators, legal representatives, successors, and
assigns, except that Pledgor shall not be permitted to assign its obligations
under this Agreement or any interest herein or otherwise pledge,


                                       -7-
<PAGE>

encumber, or grant any options with respect to all or any of the cash,
securities, certificates, instruments, or other property held as Stock
Collateral under this Stock Pledge Agreement.

                    i. Severability. If any provision of this Stock Pledge
Agreement or any portion thereof shall be invalid or unenforceable under
applicable law, such part shall be ineffective to the extent of such invalidity
or unenforceability only, without in any way affecting the remaining parts of
such provision or other remaining provisions.

                    j. Further Assurances. Pledgor agrees to do such further
acts, and to execute and deliver such additional conveyances, assignments,
agreements, and instruments as Bank may at any time request in connection with
the administration and enforcement of this Stock Pledge Agreement or relative to
the Stock Collateral or any part thereof, or in order better to assure and
confirm to Bank its rights, powers, and remedies hereunder.

                    k. Execution in Counterparts. This Stock Pledge Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which, taken together, shall constitute one and the
same instrument.

                    l. Headings and Capitalized Terms. The descriptive headings
of the several paragraphs are for convenience only and are not to affect the
construction of or to be taken into consideration in interpreting this Stock
Pledge Agreement. Capitalized terms used herein and not otherwise defined shall
have the meanings described to them in the Loan Agreement.


                                       -8-
<PAGE>

          IN WITNESS WHEREOF, Pledgor and Bank have caused this Stock Pledge
Agreement to be duly executed and delivered under hand and seal, as of the day
and year first above written.


                                            FIRST STATE CORPORATION


                                            By: /s/ Robert E. Lee
                                                ------------------------------
                                                Title: CFO
                                                       -----------------------

[CORPORATE SEAL]
                                            Attest: /s/ Steven E. Laine
                                                    --------------------------
                                                    Title: VP - Finance & Acct'g
                                                           --------------------



                                            SUNTRUST BANK, ATLANTA

 
                                            By:    /s/ Edward T. Summers
                                                   ----------------------------
                                                    Title: First Vice President
                                                           --------------------


                                            Attest: /s/ W. G. Daniel Jr.
                                                    ---------------------------
                                                    Title: First Vice President
                                                           --------------------


                                       -9-