UNITED STATES OF AMERICA
              BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
                                     SYSTEM
                                WASHINGTON, D.C.
                                       AND
                                STATE OF FLORIDA
                        DEPARTMENT OF BANKING AND FINANCE
                               DIVISION OF BANKING
                              TALLAHASSEE, FLORIDA


Written Agreement by and among

SOUTHERN SECURITY BANK
Hollywood, Florida

FEDERAL R)SERVE BADocket No.  98-021-WA/RB-SM
Atlanta, Georgia

STATE COMPTROLLER AND BANKING
  COMMISSIONER OF THE STATE
  OF FLORIDA
Tallahassee, Florida


     WHEREAS,  in  recognition  of their common goal to restore and maintain the
financial  soundness  of the Southern  Security  Bank,  Hollywood,  Florida (the
"Bank"),  a State chartered bank that is a member of the Federal Reserve System,
the Bank, the Federal Reserve Bank of Atlanta (the "Reserve Bank") and the State
Comptroller and Banking Commissioner of the State of Florida (the "Comptroller")
have mutually  agreed to enter into this Written  Agreement  (the  "Agreement"),
which supersedes the Written Agreement, dated March 17, 1992;

     WHEREAS,  this  Agreement is being  executed in  accordance  with the Rules
Regarding  Delegation  of  Authority  of the Board of  Governors  of the Federal
Reserve System (the "Board of Governors"), specifically 12 C.F.R. 265.11(a)(15),
and the Reserve  Bank has  received  the prior  approval of the  Director of the
Division of Banking  Supervision and Regulation (the "Director") and the General
Counsel of the Board of  Governors to enter into this  Agreement  with the Bank;
and

     WHEREAS, on October 28, 1998, the board of directors of the Bank, at a duly
constituted  meeting  adopted a resolution  authorizing  and directing  Chairman
Philip  C.  Modder  to enter  into  this  Agreement  on  behalf  of the Bank and
consented to compliance by the Bank and its  institution-affiliated  parties, as
defined by section  3(u) of the Federal  Deposit  Insurance  Act, as amended (12
U.S.C.  1813(u))  (the  "FDI  Act"),  with  each  and  every  provision  of this
Agreement.

     NOW,  THEREFORE,  before the taking of any testimony or  adjudication of or
finding  on any  issue  of  fact  or law  herein,  and  without  this  Agreement
constituting  an  admission  of any  allegation  made or implied by the Board of
Governors or the  Comptroller,  the Bank, the Reserve Bank, and the  Comptroller
agree as follows:

6.         Management Review

(a) Within 30 days of this Agreement, the Bank's board of directors shall engage
an outside  consultant,  acceptable to the Reserve Bank and the Comptroller,  to
conduct an independent  review of the functions and performance of the executive
officers   of  the  Bank  and  prepare  a  written   report  of   findings   and
recommendations  to the Bank's board of directors.  The review shall focus on an
assessment of the duties performed by each executive  officer and the ability of
each  officer to perform  competently  his or her assigned  duties.  The primary
purpose  of this  review  shall  be to aid in the  development  of a  management
structure  that is suitable  to the Bank's  needs and is  adequately  staffed by
qualified and trained personnel.  At a minimum, the qualifications of management
shall be assessed for its ability to (1) restore and maintain all aspects of the
Bank to a safe and sound condition, and (2) comply with the requirements of this
Agreement.

(b) Within 30 Days of the Bank's receipt of the  consultant's  written report of
findings and  recommendations  required by paragraph 1(a) hereof, the Bank shall
submit  a  written  management  plan to the  Reserve  Bank  and the  Comptroller
describing  specific  actions  that the board of  directors  proposes to take in
order to  strengthen  Bank  management  and to improve  the board of  directors'
supervision  over the Bank's  officers.  The management plan shall fully address
the  consultant's  findings and  recommendations  and include  written  detailed
descriptions  of the  responsibilities  of each  executive  officer of the Bank,
including reporting lines of authority and the responsibilities of subordinates.
A copy of the consultant's written report shall also be forwarded to the Reserve
Bank and the Comptroller.

1.         Dividends and Management Fees

(a) The Bank shall not declare or pay any  dividends  without the prior  written
approval of the Reserve Bank, the Comptroller, and the Director.

(b) The Bank shall not pay to its parent bank holding company, Southern Security
Corporation,  Hollywood,  Florida,  any fee or fees that  represent  service  or
management fees of any nature without the prior written  approval of the Reserve
Bank and the  Comptroller.  Any  request  for prior  approval  pursuant  to this
paragraph shall be accompanied by documentation  adequate to provide the Reserve
Bank and the Comptroller with the details of each fee proposed to be paid by the
Bank and a description of the benefits  proposed to be derived by the payment of
the fee, the type of services to be rendered,  and the identity of the person or
persons who will supply the services or advice covered by the fee.

2.        Capital Adequacy

(a) Within 60 days of this Agreement,  the Bank shall submit to the Reserve Bank
and  the  Comptroller  an  acceptable  written  plan  to  achieve  and  maintain
sufficient capital. The plan shall, at a minimum,  address and consider: (1) the
Bank's current and future capital  requirements,  including  compliance with the
Capital Adequacy Guidelines of the Board of Governors (12 C.F.R.  Part 208, App.
A and B);  (2) any  planned  growth in the  Bank's  assets; (3) the Bank's level
of concentrations of credit; (4) the volume of the  Bank's adversely  classified
assets;  (5) the Bank's  anticipated  level of  retained  earnings;  and (6) the
source and timing of additional funds to fulfill the future capital needs of the
Bank.

(b)  Notwithstanding  the provisions of paragraph  3(a) hereof,  the Bank shall,
from the date of this Agreement  through December 31, 1998,  maintain its tier 1
leverage ratio at a level of no less that 6.25 percent.  At all times thereafter
during the term of this  Agreement,  the Bank shall maintain its tier 1 leverage
ratio at a level of no less than 7 percent.

3.       Compliance with Applicable Laws and Regulations

(a) The Bank shall  immediately take all necessary steps to eliminate or correct
all violations of State and Federal law, rule, and regulation cited in the State
of  Florida   Examination   Report,   dated  April  4,  1998  (the   "Report  of
Examination").

(b) The Bank shall  immediately  initiate an affirmative  compliance  program in
order to ensure  compliance with the provisions of all applicable  laws,  rules,
and regulations and this Agreement. Pursuant thereto, the management of the Bank
shall familiarize  itself with the applicable  provisions of the Federal Reserve
Act and the  regulations  promulgated  thereunder,  the  laws  of the  State  of
Florida, and the provisions of this Agreement.

4.       Brokered Deposits

The Bank  shall not  accept  brokered  deposits  except in  compliance  with the
provisions of section 29 of the FDI Act (12 U.S.C. 1831e). The Bank shall notify
the Reserve  Bank and the  Comptroller  if the Bank  requests  any waiver of the
restrictions   imposed  by  section  29  from  the  Federal  Deposit   Insurance
Corporation  (the "FDIC"),  and shall notify the Reserve Bank and Comptroller of
the FDIC's disposition of any request for such a waiver.

5.       Asset/Liability Management

(a) Within 60 days of this Agreement,  the Bank shall submit to the Reserve Bank
and the  Comptroller an acceptable  revised written  asset/liability  management
policy designed to improve management of the Bank's liquidity and sensitivity to
market risk.

(b) The revised policy  regarding  liquidity  shall,  at a minimum,  address the
following:  (1) a minimum  level of  temporary  assets;  (2) a maximum  level of
volatile  liabilities;  (3)  an  appropriate  level  of  core  deposits;  (4) an
appropriate level of loans relative to deposits and capital;  (5) parameters for
off-balance  sheet risk;  (6) the number and amount of large  deposits;  (7) the
Bank's borrowing availability; and (8) appropriate standards for volume, mix and
maturity of the Bank's loans, investments, and deposits.

(c) The revised policy regarding sensitivity to market risk shall, at a minimum,
address  the  following  parameters  for  interest  rate risk:  (1)  appropriate
guidelines for "GAP" management; (2) an adequate system to model and control the
vulnerability  of net  interest  income to changes in  interest  rates;  and (3)
appropriate  parameters governing the economic risk to the Bank's capital due to
changes in interest rates.

(d) The Asset/Liability  Committee (the "ALCO") of the Bank shall be responsible
for providing the necessary reports to the board of directors on a monthly basis
so that the board of directors can make informed decisions  regarding the Bank's
management of market risk.

(e) The  ALCO  shall,  at all  times,  be  comprised  of at  least  two  outside
directors.  The ALCO shall be  responsible  for monitoring  compliance  with the
Bank's asset/liability  policies and procedures,  and shall review, on a monthly
basis, all decisions made by the Bank's  management with regard to such policies
and procedures, paying particular attention to whether each decision was made in
accordance with the established  policies and procedures.  Any exceptions to the
policies and procedures shall be documented by the ALCO as to the reason for the
exception,  and the  continuance of any exception must be approved by a majority
of both the ALCO and the Bank's board of directors.

6.       Funds Management

(a) Within 60 days of this Agreement,  the Bank shall submit to the Reserve Bank
and the Comptroller an acceptable  written funds  management plan and procedures
to provide for the maintenance of an adequate liquidity  position.  The plan and
procedures shall, at a minimum, address and consider:

(1)  Identification  of  potential  sources  of  liquidity  if the Bank  were to
experience an erosion of its deposit base;

(2)   establishment   of  contingency   plans  for  meeting  large,   unexpected
withdrawals, which shall, at a minimum, include: (A) the sale of assets, and (B)
establishing lines of credit with other financial  institutions to advance funds
on short notice; and

(3) a monthly  review by the Bank's board of directors to determine  how best to
allocate the Bank's  available  funding  sources among various asset  categories
after reviewing:  (A) the Bank's liquidity position; (B) outstanding commitments
such  as  loan   commitments   and  letters  of  credit;   and  (C)  the  Bank's
rate-sensitivity position and net interest margin.

(b) The  funds  management  plan  shall be  coordinated  with the  Bank's  loan,
investment, operating, and strategic plan and budget policies.

7.       Concentrations

Within 60 days of this Agreement,  the Bank shall submit to the Reserve Bank and
the  Comptroller  an  acceptable  written  policy and  procedures to monitor and
control concentrations of credit. The policy and procedures shall, at a minimum,
address and consider: (a) methods used to identify assets or groups of assets or
contingent claims with common risk elements that, in the aggregate, represent 25
percent or more of the Bank's tier 1 capital; (b) the establishment by the board
of directors of acceptable limits on  concentrations  of credit;  (c) monitoring
procedures  to  control  concentrations  of  credit;  and  (d)  written  monthly
reporting of  concentration  levels to the Bank's board of directors,  copies of
which shall be retained for subsequent supervisory review.

8.       Policy Revisions

Within 90 days of this Agreement,  the Bank shall submit to the Reserve Bank and
the Comptroller acceptable revised written policies for the following areas:

(a) Loan Policy:  revisions to the loan policy shall include, but not be limited
to: (1) the annual review of the loan policy by the board of directors;  (2) the
establishment  of the duties,  responsibilities,  and  procedures for the Bank's
Loan and Discount  Committee;  (3) a requirement that real estate appraisals and
bank management inspections be updated annually, and that appraisals be at "fair
value"  estimates;  and (4) the board of directors' annual adoption of a list of
approved real estate appraisal firms.

(b)  BSA/Suspicious  Activity  Report/Know  Your  Customer:  revisions  to these
policies  shall  include,  but not be limited  to: (1)  maintenance  of a sample
Currency  Transaction  Report  (Form  4789) and  preparation  instructions;  (2)
establishment  of  procedures  for the  detection  and  review of  off-line  and
multiple  transactions;  (3) maintenance of a sample Suspicious  Activity Report
and  preparation  instructions;  and (4)  maintenance of a written record of the
training received by Bank personnel, including the frequency of training and the
names of personnel trained.

(c) Wire Transfer:  revisions to the wire transfer policy shall include, but not
be limited to: (1) the specification of the positions responsible for performing
the various wire transfer functions; (2) required written agreements between the
Bank and the customer for requests  received by  facsimile;  (3) a record of the
institutions  through which  incoming and outgoing wire  transfers are processed
and the instances  when these  institutions  are used for the processing of wire
transactions;  (4) a requirement that  "call-back"  procedures are performed and
documented when telephone and/or  facsimile wire transfer  requests are received
form  customers;  and (5) a  contingency  plan in the  event  of a  disaster  or
emergency.

9.       Loan Committee

(a) A majority of the Bank's Loan Committee shall, at all times, be comprised of
outside  directors,  who are not  executive  officers  of the  Bank.  The  prior
approval of the Loan  Committee  shall be required  for any  extension of credit
made or acquired by the Bank (1) that in the aggregate  will exceed  $100,000 to
any borrower,  including  related  interest(s)  of such  borrower,  except those
collateralized by cash and cash equivalents;  (2) to any  institution-affiliated
party of the Bank,  including any related  interest(s) of such borrower;  or (3)
for any loan  acquisition  aggregating  25 percent or more of the Bank's  tier 1
capital.  All loan approvals by the Loan  Committee  shall be made in accordance
with the  requirements  of  section  658.48 of the  Florida  Statutes.  The Loan
Committee  shall have the  responsibility  for  monitoring  compliance  with the
Bank's  written loan  policies and  procedures  and shall  review,  on a monthly
basis,  all loans made by the Bank and the  activities  of all  personnel of the
Bank involved in its lending  functions and  operations.  At each meeting of the
Loan  Committee,  the Committee  shall review the current status of all loans in
excess of $50,000 that are in default as to principal or interest for 30 days or
more as of the date of the Committee meeting,  that are adversely  classified or
listed for special  mention by State or Federal  examiners in the Bank's  latest
report  of  examination  or that are to an  institution-affiliated  party of the
Bank. The Committee shall  specifically  address whether the extension of credit
was made in accordance  with the Bank's written loan policies and procedures and
whether the  collection  actions  undertaken  by Bank  management  to reduce the
volume of past due loans  were in full  compliance  with the  Bank's  collection
procedures  as set forth in its written loan policies and  procedures.  The Loan
Committee shall maintain  accurate written minutes of its meetings,  which shall
be available for subsequent supervisory review.

(b) At least  once  every 30 days from the date of this  Agreement,  but no less
than five days before a board of directors'  meeting,  the Loan Committee  shall
submit to the board of directors a written  report  regarding all actions it has
taken.

(c) For the purpose of this Agreement, the terms (1) "related interest" shall be
defined  as set  forth in  section  215.2(k)  of  Regulation  O of the  Board of
Governors (12 C.F.R.  215.2(k));  (2)  "extension of credit" shall be defined as
set forth in section  215.3 of Regulation O of the Board of Governors (12 C.F.R.
215.3);  and  "executive  officer"  shall be  defined  as set  forth in  section
215.2(d) of Regulation O of the Board of Governors (12 C.F.R. 215.2(d)).

10.       Loan Documentation

(a) Within 45 days of this Agreement, the Bank shall take all necessary steps to
correct all exceptions of the Bank's loan files reflected in the loans adversely
classified  and the loans  listed  for  technical  exceptions  in the  Report of
Examination,  including,  but not limited  to,  obtaining  accurate  and current
financial  statements,  updating insurance coverage,  and obtaining  income/cash
flow information.

(b) Within 60 days of this Agreement,  the Bank shall submit to the Reserve Bank
and to the Comptroller a written report  detailing the actions taken pursuant to
paragraph 11(a) hereof.

11.       Allowance for Loan and Lease Losses

(a) Within 10 days of this  Agreement,  the Bank shall eliminate from its books,
by charge-off or collection,  all assets or portions of assets classified "Loss"
in the Report of Examination that have not been previously  collected in full or
charged-off.

(b) The Bank shall continue to maintain,  through  charges to current  operating
income,  an  adequate  allowance  for loan and lease  losses (the  "ALLL").  The
adequacy  of the ALLL  shall be  determined  in  light of the  current  level of
nonperforming  loans, the current level of  concentrations  of credit within the
loan portfolio of the Bank,  past loss  experience,  evaluation of the potential
losses  in the  loan  portfolio  of  the  Bank,  especially  the  potential  for
unidentified losses in loans adversely  classified,  current economic conditions
and examiners'  criticisms or other comments contained in the Bank's most recent
report of examination,  and the requirements of the Interagency Policy Statement
on the Allowance for Loan and Lease Losses, dated December 21, 1993. A  written
record shall be  maintained  indicating the  methodology used in determining the
amount of the ALLL needed.

12.       Loan Review

The board of  directors  shall take all actions  necessary  to ensure the Bank's
compliance  with its  established  written loan review policy and procedures and
shall not amend such policy and procedures without the prior written approval of
the Reserve Bank and the Comptroller.

13.       Strategic Plan and Budget

(a) Within 60 days of this Agreement,  the Bank shall submit to the Reserve Bank
and the  Comptroller a written  strategic plan and budget  concerning the Bank's
proposed  business  activities for 1999. This plan shall, at a minimum,  provide
for or  describe:  (1) the  responsibilities  of the Bank's  board of  directors
towards the definition, approval, implementation and monitoring of the strategic
plan and  budget,  and the  procedures  designed  to  ensure  that the  board of
directors  fulfills  such   responsibilities;   (2)  management,   lending,  and
operational  objectives,  given the  condition  of the Bank as  reflected in the
Report of Examination and subsequent reports;  (3) an earnings improvement plan,
with  emphasis  on the  net  interest  margin  and  overhead  expenses;  (4) the
operating assumptions that form the bases for major projected income and expense
components,  and the sources and uses of new funds;  (5)  financial  performance
objectives,  including plans for asset growth, earnings,  liquidity, and capital
supported  by  detailed  quarterly  and annual pro forma  financial  statements,
including  projected  budgets,  balance  sheets and income  statements;  (6) the
establishment of a monthly review process to monitor the actual income, expenses
and net cash flow of the Bank in  comparison to budgetary  projections;  (7) the
quarterly  revision  of  projected  financial  statements,  including  projected
quarterly  and annual  budgets and  quarter-end  and year-end  balance sheet and
income  statements  for the Bank; and (8) the submission to the Reserve Bank and
the  Comptroller  of a revised  strategic  plan or  budget 60 days  prior to the
occurrence of planned  material  changes to the strategic plan or budget.  (b) A
strategic  plan and budget for each  calendar  year  subsequent to 1999 shall be
submitted  to the Reserve Bank and the  Comptroller  at least one month prior to
the beginning of that calendar year. The revised  quarterly and annual financial
statements  required by  paragraph  14(a)(7)  hereof  shall be  submitted to the
Reserve  Bank and the  Comptroller  within  30 days of the end of each  calendar
quarter.

14.       Call Reports

The  Bank  shall  take  such  actions  as  are  necessary  to  ensure  that  all
Consolidated  Reports of  Condition  and Income  filed or  published by the Bank
accurately  reflect the Bank's  condition  on the date(s) for which such reports
are filed or published, that all such reports are filed or published in a timely
manner,  and that all  records  indicating  how such  reports are  prepared  are
adequately maintained for subsequent supervisory review.

15.       Approval of, and Compliance with, Submissions

(a) The plans, policies, and procedures required by paragraphs 3(a), 6(a), 7(a),
8, and 9 hereof shall be  submitted  to the Reserve Bank and to the  Comptroller
for review and approval. The Reserve Bank and the Comptroller may comment on the
plans,  policies,  and procedures.  Acceptable plans,  policies,  and procedures
shall be submitted to the Reserve  Bank and to the  Comptroller  within the time
periods set forth in this  Agreement.  The Bank shall adopt all approved  plans,
policies,  and procedures within 10 days of approval by the Reserve Bank and the
Comptroller  and then shall  fully  comply  with  them.  During the term of this
Agreement, the Bank shall not amend or rescind the approved plans, policies, and
procedures  without  the prior  written  approval  of the  Reserve  Bank and the
Comptroller.

(b) The Bank's  board of directors  shall  review all  policies  and  procedures
annually, and review compliance with all policies and procedures quarterly.

16.       Quarterly Reports

Within 30 days of the end of reach calendar quarter  (September 30, December 31,
March 31,  and June 30)  following  the date of this  Agreement,  the Bank shall
furnish  to the  Reserve  Bank  and the  Comptroller  written  progress  reports
detailing  the form and manner of all actions  taken to ensure  compliance  with
this Agreement and  the results  thereof.  The board  of  directors of  the Bank
shall  certify in writing  to the  Reserve Bank and to the Comptroller that each
director has reviewed each quarterly progress report required by this paragraph.
Such reports may be discontinued when  corrections  required  by this  Agreement
have been accomplished,  and the  Reserve  Bank and the  Comptroller,  have,  in
writing, released the Bank from making further reports.

17.       Communications

All communications regarding this agreement shall be sent to:

              (a)          Mr. Marion P. Rivers, III
                           Assistant Vice President
                           Federal Reserve Bank of Atlanta
                           104 Marietta Street, NW
                           Atlanta, Georgia 30303-2713

              (b)          Mr. Robert F. Milligan
                           State Comptroller and Banking Commissioner
                           Office of the Comptroller - The Capital
                           State of Florida
                           Tallahassee, Florida 32399-0350

              (c)          Mr. Phillip C. Modder
                           Chairman
                           Southern Security Bank
                           3475 Sheridan Street
                           Hollywood, FL 33021

Miscellaneous

19. Not  withstanding  any  provision  of this  Agreement to the  contrary,  the
Reserve Bank and the Comptroller  may, in their sole  discretion,  grant written
extensions of time to the Bank to comply with any provision of this Agreement.

20. The provisions of this  Agreement  shall be binding upon the Bank and all of
its  institution-affiliated  parties,  in their  capacities  as such,  and their
successors and assigns.

21. Each  provision of this  Agreement  shall remain  effective and  enforceable
until  stayed,  modified,  terminated  or  suspended by the Reserve Bank and the
Comptroller.

22. The provisions of this Agreement shall not bar, estop, or otherwise  prevent
the Board of Governors or the Comptroller from taking any other action affecting
the Bank or any of its  current or former  institution-  affiliated  parties and
their successors and assigns.

23.      This Agreement is a "Written Agreement" for the purpose of section 8 of
the FDI Act (12 U.S.C. 1818).

24. As of the date of this  Agreement,  the Written  Agreement  by and among the
Bank, the Reserve Bank, and the Comptroller dated March 17, 1992, is terminated

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
as of the 13th day of November, 1998. ---- --------


Southern Security Bank              Federal Reserve Bank of Atlanta

By:   s/Philip C.                   By:    s/Marion P. River, III

                                    State Comptroller and Banking
                                    Commissioner of the State of Florida


                                    By:      s/Robert F. Milligan

     The undersigned directors of the Bank individually  acknowledge reading the
foregoing Agreement and approve of the consent thereto by the Bank.

s/ Sylvia M. Berman                                  s/Philip C. Modder
Sylvia M. Berman                                     Philip C. Modder

s/Timothy S. Butler                                  s/Eugene J. Strasser
Timothy S. Butler                                    Eugene J. Strasser, M.D.

s/Frank D. Camperlengo                               s/James L. Wilson
Frank D. Camperlengo                                 James L. Wilson

<PAGE>

                             SOUTHERN SECURITY BANK
                        ASSET/LIABILITY MANAGEMENT POLICY

                     REVIEWED & APPROVED SEPTEMBER 29, 1998

Southern  Security  Bank is a full service  banking  institution  organized  and
operated to meet the financial  needs of individuals  and businesses  throughout
the Bank's defined market area.


I.       STATEMENT OF ASSET/LIABILITY MANAGEMENT POLICY

A.   Asset/Liability  Management  is  the  coordination  of  all  balance  sheet
     categories so as to maximize  shareholder  wealth.  The actual  practice of
     Asset/Liability   Management   focuses  on  the  narrower   asset/liability
     relationship  between  variable rate assets and variable rate  liabilities.
     The advent of  deregulation  caused  financial  institution  management  to
     assess  their  ability to  reinvest  variable  cost  funds into  profitable
     investments  to  maintain  stable  profitability.  Because  banking  is  an
     industry that is changing together with the fluctuating nature of the local
     and  national  economies,  this policy is subject to change as needed.  The
     asset/liability management objectives of Southern Security Bank include the
     following.

     1.   Managing  net  interest   margins.
     2.   Managing profitability
     3.   Controlling  interest rate risk exposure (GAP  analysis).
     4.   Insuring liquidity
     5.   Performing  balance sheet  planning  (maintaining  the ability to meet
          loan demand and deposit withdrawals).
     6.   Perform tax planning.
     7.   Plan bank funding.

B.   It shall be the  policy  of the  Bank's  management  to  achieve  the above
     objectives in the  functioning of its  Asset/Liability  Management  Policy.
     Quantitative goals shall be established to fit these objectives in light of
     the operating environment and long-term planning goals.

C.   Foremost among the policies to govern Asset/Liability Management is that of
     requiring full compliance with all state and federal laws.


II.      AUTHORITY FOR ASSET/LIABILITY MANAGEMENT COMMITTEE

         Asset/Liability  management  policies of the Bank are under the purview
         of the  Board of  Directors  who  shall  delegate  authority  for their
         formulation  and  administration  to  the  Asset/Liability   Management
         Committee (ALCO).


III.     ASSET/LIABILITY MANAGEMENT COMMITTEE

A.   An Asset/Liability  Management Committee shall be appointed by the Board of
     Directors to:

     1.   monitor business  conditions,  financial markets and regulatory change
          on a continuing basis.
     2.   manage mix of rate  sensitive  sources and uses of funds over interest
          rate cycles.
     3.   evolve key loan deposit  investment  and funds  management  strategies
          consistent with profit planning and long-range goals and objectives.

B.   The  composition of this committee  shall include the President,  the Chief
     Executive  Officer,  the Cashier,  and the Senior Lending  Officer.  As the
     staff of Southern  Security Bank increases in size and additional  officers
     are employed, the committee may decide to include additional members, which
     may also  include  directors.  The Chairman of the  committee  shall be the
     President  of the  Bank who  shall  be  responsible  for  carrying  out the
     Asset/Liability management subject to not less than quarterly review by the
     Board of Directors, or more often if conditions dictate.

C.   The  Asset/Liability  Management  Committee  shall meet at least monthly or
     more frequently as conditions  require,  such as in times of increased rate
     volatility and unexpected economic changes.

D.   At its monthly meetings, committee members will review:

     1.   minutes of the previous meetings.
     2.   monthly Asset/Liability funds budget in relation to the actual flow of
          funds as well as peer  group  comparisons.  The  committee  will  also
          conduct a spread  analysis and  determine  how well the  allocation of
          sources and uses of funds as well as related  strategies  and programs
          are working to meet the Bank's longer range targets.
     3.   alternative   scenarios  developed  through  sensitivity  or  what  if
          analysis.  These scenarios may incorporate  such variables as expected
          loan demand,  investment  opportunities,  core deposit  growth  within
          specific categories,  regulatory changes,  monetary policy adjustments
          and the overall state of the economy and, in addition,  interest rates
          on  particular  sources  and uses of funds.
     4.   ratio  of  the  amount  of  rate-sensitive  assets  to the  amount  of
          rate-sensitive  liabilities  which are sensitive  within  defined time
          frames,  (e.g.,  90, 365 days).  The  committee  may also  examine and
          discuss  funds gap reports  which  itemize  rate-sensitive  assets and
          rate-sensitive liabilities and the maturity distribution. Furthermore,
          it may review rate-sensitivity  reports as well as mix/spread analysis
          to assess the effects of anticipated  interest rates and of the volume
          and mix of asset/liability items on net interest margin.
     5.   current  and  prospective  liquidity  position  both on the  asset and
          liability  sides  of  the  balance  sheet  and  in  relation  to  rate
          sensitivity.
     6.   results of the implementation of funding strategies which are designed
          to insure  that the Bank has  adequate  funds for loans,  investments,
          deposit  coverage,   debt  repayment  and  the  expansion  of  service
          capability  when they are  necessary.  Prospective  assessment  of the
          availability of funds both for shorter term and capital  purposes at a
          price that will give a reasonable and consistent  return on investment
          in  relation  to the risk  involved.  To review the  weighted  average
          maturity  distribution on money market  certificates  and $100,000 and
          larger certificates of deposits.
     7.   balances  maintained with  correspondent  banks and other non- earning
          assets.
     8.   ratio of loan loss reserve to outstanding loans.
     9.   capital  levels to determine  whether they are  sufficient  to support
          asset  growth;  to  underwrite   interest  rate  risk;  to  match  the
          expectations  of  rating  agencies  and the  marketplace,  and to meet
          long-and  short-term funding needs. To periodically  review the Bank's
          dividend policy.
     10.  tax position.
     11.  recommendations on asset/liability  allocations,  current months funds
          budget and action plan.

E.   Discussion  of  information   recommendations  and  actions  taken  by  the
     committee  will be recorded  and  reported  in the minutes of the  meeting.
     Copies of these minutes will be  distributed  to the committee  members and
     other  key  personnel.  A copy of the  minutes  for  each  meeting  will be
     maintained on file by the Cashier.

F.   This  committee  will be involved in all  operations  and  functions of the
     Bank. It requires a management  information  system providing  thorough and
     useful information quickly available.

G.   The  committee  shall  attempt to be  proactive  rather  than  reactive  in
     implementing  and  accomplishing  balance  sheet goals.  Such  strategy may
     include:

     1.   establishing  loan  pricing  closely  paralleling  the Bank's  cost of
          funds.
     2.   providing  variable/renegotiable  rate loan products which will change
          based  upon an  appropriate  index.  It will be the  intention  of the
          committee to have these  variable  rate products  reflect,  as much as
          possible, changes in the Bank's own cost of funds.
     3.   utilizing   secondary  mortgage  market   capabilities   through  loan
          origination and pass through arrangements to maintain liquidity.
     4.   assessing  the role of the  investment  portfolio in light of interest
          rates and tax issues.
     5.   maximizing   investment   yield   subject   to   risk   and   maturity
          considerations.  In addition,  certain hedging devices, e.g., interest
          rate swaps, options and loss programs may be used from time to time to
          more effectively manage the portfolio.
     6.   developing an investment  portfolio  that is responsive to fluctuating
          levels of interest rates by emphasizing  shorter  maturities and money
          market instruments to better match funding liabilities.

H.   Asset/Liability  Management  affects  all bank  activities.  The  remaining
     policy areas discussed herein interrelate with Asset/Liability management.


IV.  ANNUAL PROFIT PLAN

A.   Long-range  plans  serve as the  basis for  profit  plans and the ALCO will
     review  variances  from the budget  segments  of these plans so that timely
     corrective action can be taken or adverse variances with regard to interest
     rates, volume levels, and mix of assets and liabilities.

B.   The  committee  will  also  review  performance   measures  not  less  than
     quarterly.  Based on  discernible  changes and trends or patterns,  it will
     make  alterations  and strategies for loan policies,  investment  portfolio
     structure and funds acquisitions in order to achieve year-end goals.

C.   On an operating level,  management will have sufficient  authority to react
     to contingencies daily.

D.   Sufficient  flexibility  will be built into the  budgeting  process so that
     variance analysis input and rolling forecasts can be factored on an ongoing
     basis.

E.   The Board of  Directors  will  review no less  than each  calendar  quarter
     comparisons  of actual  versus  planned  results in the annual profit plan.
     These reviews will focus on dollar as well as percentage  variances for the
     month being reviewed in the results.


V.   LIQUIDITY POLICY

A.   Liquidity   represents  the  ability  to  accommodate  the  most  efficient
     decreases in deposits  and/or the run-off of other  liabilities  as well as
     fund  increases  in the loan  portfolio,  lines and  letters  of credit and
     fulfill  short-term credit needs. A bank has adequate  liquidity  potential
     when it can obtain sufficient cash promptly at a reasonable cost. Liquidity
     is  essential to  compensate  for expected  and  unexpected  balance  sheet
     fluctuations  and to provide funds for growth.  The price of liquidity is a
     function of market  conditions  and the degree of interest  rate and credit
     risk.  If  liquidity  needs  are met  through  holdings  of  high  quality,
     short-term  assets,  the price is income  sacrificed by not holding  longer
     term and/or lower quality  assets.  If liquidity  needs are not met through
     liquid  asset  holdings,  the  Bank may be  forced  to  acquire  additional
     liabilities  under adverse  market  conditions at  excessively  high rates.
     Determination of the adequacy of the Bank's  liquidity  position depends on
     the analysis of:

     1.   historical funding requirements.
     2.   current liquidity position.
     3.   anticipated future funding needs.
     4.   options for reducing funding needs or attracting additional funds.
     5.   sources of funds.

B.   To  insure  adequate  liquidity  or a  safe  pattern  of  cash  flows  in a
     fluctuating rate environment,  the ALCO will consider the implementation of
     three strategies:

     1.   Extending the  maturities of the Bank's  liabilities  unless  interest
          rates are heading downward.
     2.   Diversifying the Bank's sources of funds, including the development of
          new funding sources.
     3.   Matching the maturity of assets and liabilities, recognizing that this
          strategy  usually causes a higher cost of funding assets than maturity
          mismatching.

C.   In assessing  liquidity,  the committee will consider  current position and
     future outlook.  It will especially monitor those Key Indicators in Section
     "F" that follows.

D.   To provide funds to satisfy  liquidity  needs, the Bank must do one or more
     of the following.

     1.   Dispose of liquid assets.
     2.   Increase short-term  borrowing or issue additional  short-term deposit
          liabilities.
     3.   Decrease holdings of non-liquid assets.
     4.   Increase liabilities of a term nature.
     5.   Increase capital funds.

E.   The  ALCO  will  guide  the  Bank's  funding  operations  according  to the
     following principles:

     1.   Compete for stable deposit money by building  multi- service  customer
          relationships.
     2.   Lengthen  the  maturity of purchased  liabilities  unless  longer term
          rates so far exceed current or prospective short-term rates as to make
          this option unfeasible.
     3.   Diversify  sources of funds by  maintaining  an active  presence in as
          many money markets as possible for a bank of equivalent size.
     4.   Promote buyer/seller relations and market reputations so that investor
          confidence  will enable the Bank to raise funds it needs when it needs
          them at reasonable rates.
     5.   Plan and arrange for contingency  funding through a variety of sources
          before adverse market conditions cause difficulty.
     6.   Conduct   frequent   profitability   analysis   of  deposit   accounts
          relationship and compare funds cost with those of alternative sources.

F.   Key  Indicators;  Targets  and  Guidelines.  It should be  understood  that
     Targets are  suggestions  and if not met, an  acceptable  explanation  will
     follow,  whereas  Guidelines are required and should not be violated unless
     prior approval is obtained. These key indicators are as follows:

LIQUIDITY, GAP & RATE RISK DATA:

     1.   Volatile Liability Dependence Ratio; not less than +10%,  preferably a
          negative ratio. (Target)
     2.   Temporary  Investments  to Average Total Assets;  range between 10% to
          20% (Guideline).  Temporary  investments are interest bearing balances
          due from  depository  institutions,  federal funds sold and securities
          purchased under agreements to resell, trading-account assets, and debt
          securities with remaining maturities or earliest repricing opportunity
          of one year or less.
     3.   Certificates of Deposits,  Borrowing and Public Funds to Total Assets;
          less than 50% Ratio (Target).
     4.   Borrowing to Tier 1 Capital; less than 200% (Guideline).
     5.   Total Rate Sensitive Asset to Rate Sensitive Liability;  ratio between
          .80 to 1.20 (Target).
     6.   Rate  Sensitive  Asset to Rate Sensitive  Liability  ratio 0-365 days;
          range between .80 to 1.20. (Target)
     7.   Rate  Sensitive  Asset to Rate  Sensitive  Liability  ratio 0-90 days;
          range between .80 to 1.20 (Target).
     8.   Rate Sensitive  Asset to Rate Sensitive  Liability  ratio 91-365 days;
          range between .80 to 1.20. (Target)
     9.   Zero to 365 day GAP to Total Assets (Month End); range between -10% to
          +10%. (Guideline)
     10.  Zero to 90 day GAP to Total Assets (Month End);  range between -10% to
          +10%. (Target)
     11.  91 - 365 day GAP to Total Assets  (Month End);  range  between -10% to
          +10%. (Target)
     12.  Riskless Assets to Total Assets; range between 10% to 25%. (Guideline)
          Riskless  Assets are cash & due from,  U.S.  treasuries and government
          agency  securities  less pledge amount,  FDIC insured  certificates of
          deposits, cash and federal funds sold.
     13.  Net Liquidity to Net Liability;  ratio greater than 20% (Target).  Net
          Liquidity is cash,  due from banks,  fed funds sold,  interest-bearing
          deposits  maturing  in 30  days  or  less,  and  market  value  of all
          unencumbered,  rated,  investment-grade  securities.  Net Liability is
          total deposits less due from banks.
     14.  Short Term  Liquidity  to Total  Assets;  range should be greater than
          20%. (Target)
     15.  Net Yield on Earning Assets (N.I.M.);  In determining the spread (rate
          differential)  between  marginal  liability  cost and marginal  yield,
          reserve  requirements,  taxes and deposit insurance must be considered
          incremental  costs for cost of funds  calculations.  The resulting net
          spread should not be less than 3%. (Target)

LENDING DATA:

     1.   Net Loan & Discount  to Total  Deposits;  ratio not  greater  than 75%
          maximum. (Guideline, refer to loan policy)
     2.   Net Loans & Discount to Total  Assets;  not greater  than 75% (Target,
          defer to loan policy).
     3.   Commercial Loans to Total Loans & Discount; not to exceed 60% (Target,
          defer to loan policy).
     4.   Consumer Loans to Total Loans & Discount;  not to exceed 60%. (Target,
          defer to loan policy).
     5.   Real  Estate  Loans to Total  Loans &  Discount;  not to  exceed  60%.
          (Target, defer to loan policy).
     6.   Zero to 180 day Rate Sensitive Loans to Total Loans & Discount, 50% to
          70%. (Guideline)
     7.   Gross Off  Balance  Sheet  Items / Total  Assets;  not to exceed  +10%
          (Target)
     8.   Net Loans & Leases (x Tier 1 Capital);  not greater  than 14x (Target,
          defer to loan policy

G.   A bank of equivalent  size runs an extreme risk of illiquidity  quickly due
     to the  risk  of  loans  transferred  from  other  institutions  inherently
     exceeding the transfer of deposits.  Therefore,  it is imperative  that the
     established  policy be adhered to as it  relates  to prudent  maximum  loan
     limits rather than the legal  maximum  limits which relate to the amount of
     capital,  not liquidity.  A loan & discount  policy has been adopted and is
     referenced hereto.

H.   Similarly,  long-range investment strategies based on the investment policy
     incorporated  herein must have regard for  liquidity  needs.  Liquidity  is
     sought while at the same time  minimizing the cost of those funds.  It must
     be expected to experience cyclical deposit fluctuations particularly in the
     Florida economy and to a lesser degree, loan demand fluctuations.  The ALCO
     will endeavor to make educated  predictions  for funding  requirements  and
     investments which can be purchased with these requirements in mind.

I.   There should be  established  unsecured  (preferably)  or secured  lines of
     credit with  correspondent  banks. A minimum of one and preferably at least
     two lines should be established as  diversification  reduces  dependency on
     any single  supplier.  The Bank should not exceed its capacity to borrow in
     any one area or market.  The committee shall determine an appropriate level
     of borrowing  that the Bank may have.  These lines of credit shall include,
     but not be limited to fed funds,  repurchase  agreements,  reserve discount
     window, etc.

VI.      PRIMARY FUNDING NEEDS AND SOURCES

Primary  funding needs and sources are measured by the need and ability to raise
cash at a reasonable  cost or minimum loss.  The Bank must be capable of meeting
all customer  obligations  at all times.  Specifically,  the Bank must meet cash
withdrawal  requirements,   fund  lines  and  letters  of  credit,  and  fulfill
short-term credit needs. Practically, the Bank will achieve sufficient liquidity
by the following procedures:

     1.   Pursuit of core deposits.
     2.   The Bank should have part of the investment  portfolio maturing within
          one year. As these investments  mature,  they will be used to meet the
          Bank's  cash needs or they will be  reinvested  to  maintain a desired
          liquidity position.
     3.   The Bank will  attempt to define  volatile  deposits  existing  in the
          certificate accounts (i.e.,  accounts over $100,000).  This balance in
          the account  will be  classified  as volatile  money and the Bank will
          keep at least an amount equal to this in the fed funds sold account to
          offset volatile deposits.  This money in fed funds would then become a
          temporary source of liquidity if needed.
     4.   The Bank may apply for a  seasonal  line of  credit  from the  Federal
          Reserve or a correspondent to be used if needed.
     5.   Should the Bank experience  temporary high loan demand,  the Bank will
          attempt to meet it by selling loans to correspondent banks.
     6.   In terms of  illiquidity,  the Bank could explore the  possibility  of
          raising money by buying money from such sources as the CD market.
     7.   For  liquidity   purposes  the  Bank  is  classifying  the  investment
          portfolio into liquidity and income  designations.  Government agency,
          and other  short-term  investments  maturing  within  two  years,  and
          municipal  securities  maturing within one year, will be designated as
          "liquid"  investments,  while investments with maturities greater than
          the above criterion will be considered "income" investments.
     8.   The Bank  will  attempt  to  forecast  loan and  deposit  expectations
          through the use of historical trends and future economic expectations.
          These projections will enable the Bank to plan for seasonal  liquidity
          needs rather than react hastily to liquidity pressures.
     9.   Should the Bank become illiquid in spite of these steps, the Bank will
          curtail  lending.  The first  step is to curtail  making  loans to non
          customers,  the second step is to curtail making real estate  mortgage
          loans;  the third  step is to curtail  making  commercial  loans;  the
          fourth step will be to slow consumer  loans;  and the fifth step is to
          refuse  loans  to new  customers;  and the  sixth  step  is to  refuse
          short-term working capital loans to existing  commercial  customers or
          short-term loans to individual customers.

VII.     INTEREST RATE RISK MANAGEMENT

The authority and  responsibility  for interest rate risk management  rests with
the Bank's Board of Directors. The Board delegates the responsibility for day to
day interest rate risk  management  to ALCO.  The goals and  objectives  for the
interest  rate risk  management  of the Bank is  enacted  to meet the  following
goals:

     A)   Ensure management and Board awareness of the Bank's interest rate risk
          exposure;
     B)   Enable dynamic measurement and management of interest rate risk;
     C)   Select  strategies  that  optimize the ability of the Bank to meet its
          long-range financial goals while maintaining interest rate risk within
          policy limits established by the Board of Directors;
     D)   Use both  income  and  market  value  oriented  techniques  to  select
          strategies that optimize the relationship between risk and return;
     E)   Establish  interest rate risk exposure limits for  fluctuations in net
          income.

The  responsibilities of the ALCO as it relates to interest rate risk management
will include:

     A)   Develop,  review  and  modify as needed  the  primary  asset-liability
          strategy of the Bank. The strategy  developed will be consistent  with
          the  interest  rate risk  management  objectives,  strategic  plan and
          primary operating strategy of the Bank and will ensure that Bank meets
          all board and regulatory requirements.
     B)   Evaluate  the  Bank's  current  interest  rate risk  position  (static
          analysis)   and  the   potential   effect   of  the   Bank's   primary
          asset-liability   strategy  (dynamic  analysis)  to  insure  that  the
          risk/return  tradeoffs  are  consistent  with the  interest  rate risk
          objectives of the Bank.  Static analysis is the testing of the current
          balance  sheet  whereas  dynamic  analysis is the  forecasting  of the
          balance sheet.
     C)   Regular review of pricing of assets and liabilities.  Actions taken in
          pricing  loans and deposits  will be designed to optimize loan mix and
          yields,   minimize  funding  costs,  while  keeping  a  balance  sheet
          structure consistent with the current asset-liability  strategy of the
          Bank. When the marginal cost of needed wholesale funding is lower than
          the marginal cost of raising this funding in retail markets.  The Bank
          may  supplement  retail  funding with funding from  wholesale  sources
          (e.g.,  the Federal  Home Loan Bank of  Atlanta).  Reverse  repurchase
          agreements and dollar rolls may be done through brokers.
     D)   Review of investment actions (purchases,  sales, calls, transfers, and
          designations    to   held-to-    maturity,    available-for-sale    or
          held-for-trading) taken by the Investment Committee to insure that the
          investment portfolio has risk/return  characteristics  consistent with
          the Bank's current asset-liability strategy.
     E)   On at minimum a quarterly basis,  review any deviations between actual
          performance   and  policy  limits  and  strategic   plans.   Make  any
          modifications  to Bank's  interest rate risk strategy  resulting  from
          this review.  Although the interest rate risk  objectives are set, the
          management of interest rate risk is an on-going  process which must be
          reviewed and modified as conditions change.
     F)   Inform  the  Board  of  any   regulatory   developments   that  affect
          asset/liability policies and strategies.
     G)   In addition, the ALCO Committee will review the following on a regular
          basis:

          1)   Progress on previously determined strategies;
          2)   Economic conditions (local, regional and national);
          3)   Interest rate outlook (local, regional and national);
          4)   Loan and deposit demand;
          5)   Deposit pricing and maturity structure;
          6)   Loan pricing and maturity structure;
          7)   Liquidity position; and
          8)   Regulatory capital position.

At least  quarterly,  a report which outlines Bank's interest rate risk exposure
will be  presented  to the Board.  The Board  shall  review  the  results of the
operational decisions and shall make adjustments as it considers necessarily and
appropriate,  including  adjustments  to the  authorized  level of interest rate
risk.  The report and  subsequent  actions of the Board shall be recorded in the
minutes of the regular board meetings.

Guidelines for Control of Interest Rate Risk:

It is the  intention  of  this  policy  to  promote  the  Bank's  long  standing
philosophy of safe and sound  conservative  management.  The policy will provide
the ALCO with the needed guidelines to address interest rate risk. However, this
policy is also  intended  to provide the  flexibility  needed to permit a prompt
response to economic and other conditions.

The ALCO will  review  both  deposit  and loan  goals,  using  dynamic  analysis
techniques to determine which strategies will meet the institution's  growth and
interest rate risk goals.  The analysis  will evaluate  whether to use retail or
wholesale  strategies  to fund  this  growth.  It  will  also  evaluate  whether
investments or loans offer the best returns after adjusting for risks and costs.
While the interest rate risk management  strategy will normally attempt to match
the  repricing  characteristics  of the  institution's  assets  to  those of its
liabilities,  this  policy  recognizes  that  from time to time it may be in the
institution's  best interest to take on a moderate amount of interest rate risk.
Strategies that increase interest rate risk are allowable under this strategy as
long as they have been  evaluated  using both static and dynamic  interest  rate
risk measurement techniques.  The evaluation must show that the Bank will remain
in  compliance  with its interest rate risk policy limits before such a strategy
can be approved.

Measuring risk to net interest income:

After the Bank has stratified  it's assets and liabilities and determined how it
will treat embedded  options (if any), it must measure net interest income (NII)
at risk. The formula to translate Gaps into the amount of net interest income at
risk, measuring exposure over several periods is:

(periodic  Gap) x (change  in rate) x (time over  which the  periodic  Gap is in
effect) = change in NII

This  formula is applied  to the Gap  report  and  calculates  the change in the
Bank's net interest income for an immediate 100 and 200 basis-point  increase in
rates.  If the Bank has a positive  Time Band Gap,  this means that more  assets
than  liabilities  will reprice or mature during this time frame. The cumulative
earnings effect of the Bank's potential repricing imbalances would result in the
total column under impact on annualized net interest income.

This method of measuring the Bank's net interest income at risk employs numerous
basic assumptions, which may include the following.

     1.   Assumes  all  repricings  occur  at the  midpoint  of the  time  band.
          Non-maturity deposits (including Savings accounts,  NOW accounts,  and
          Money Market accounts)are Beta Adjusted at 25% in both the less than 1
          month as well as the 1 to 3 months  time band.  Each of the  foregoing
          non-maturity deposits (including non-interest bearing demand deposits)
          are Beta  adjusted  at 12.5%  for the 3 - 6 month  and also the 6 - 12
          month time bands;
     2.   All maturing assets and liabilities are reinvested at overnight rates;
     3.   No other new business is booked;
     4.   There is an  instantaneous  change in the overnight  rate to a new and
          constant level;
     5.   All interest rates move the same amount.

The  impact of Gap on the net  interest  income  will have one of the  following
impacts:

     A)   NEUTRAL GAP: Regardless of what rates do, there should be no change in
          the net interest margin.
     B)   POSITIVE  GAP:  A  positive  Gap in a  rising  rate  environment  will
          increase  the  net  interest  margin,  Conversely,  a  declining  rate
          environment will decrease the net interest margin.
     C)   NEGATIVE  GAP:  A  negative  Gap in a  rising  rate  environment  will
          decrease  the  net  interest  margin,  Conversely,  a  declining  rate
          environment will increase the net interest margin.

The effect of the market  rate  shocks on the NII may also be  reviewed  for the
more extreme rate shocks outward to the plus or minus 200 basis points immediate
and permanent rate shocks.  This allows management to monitor that the Bank will
maintain an  adequate  capital  level even in an  extremely  adverse  rate shock
environment.  The  Bank's  ALCO will  report the to the Board of  Directors  the
effect of changes on NII not less than quarterly.

Gap Analysis:

Gap analysis is a static interest rate risk measurement tool because it measures
the level of interest rate risk in an existing  balance sheet. The completed gap
report compares how quickly an institution's assets respond to changes in market
rates  as  compared  to  its  liabilities.   Presumably,   if  one  side  of  an
institution's  balance  sheet  responds  more quickly to changes in market rates
than the other,  interest  income will change  faster (or slower) than  interest
expense.  The gap is the mismatch between the quantity of assets and liabilities
repricing in a given period of time.

As an interest  rate risk  management  tool Gap has  shortcomings  identified by
three factors. First, it doesn't directly measure the effect of changes on rates
on income.  Rather it delivers an index of rate sensitivity.  Second,  its not a
very accurate  tool for  measuring  the interest rate risk in complex  financial
instruments  with  imbedded  options like fixed and  adjustable-rate  mortgages.
Third,  because  it is a  static  measurement  tool,  it can only  evaluate  the
interest rate risk in historical  balance sheets. Gap is an ineffective tool for
measuring  the  risk/return  tradeoffs  between  strategies  an  institution  is
considering.

While Gap is an  indicator  of the level of  interest  rate risk in the  balance
sheet,  it can not measure the impact of a change in market  rates on  earnings.
The effect of the placement of the deposits  significantly impacts the analysis.
Gap analysis  provides only rough indicators of interest rate risk. While dollar
maturity  mismatches are identified,  the effects of different  repricing rates,
periodic  repricing  limits,  floor or ceiling  rates,  or other factors are not
included.  Caution is warranted in interpreting  the gap estimates.  Even though
gap is only a rough  indicator of interest  rate risk,  the Bank will review and
monitor the gap ratios outlined  previously in Section F (Key  Indicators).  Any
gap ratio  exception  will warrant an  explanation to the Board from the ALCO in
its recorded minutes.  The Bank will primarily rely on the net income simulation
to measure and monitor interest rate risk.

The  Board  recognizes  that  no  policy  can  anticipate  all  the  conditions,
situations and opportunities which may arise in the normal course of operations.
Management,   therefore  is  expected  to  exercise  prudent  judgement  in  the
implementation of this policy. All deviations from the guidelines established by
this  policy  will be  approved  in  advance  by the ALCO with  such  deviations
promptly reported to the Board.

VIII.    OFF BALANCE SHEET POLICY

The Off Balance Sheet items  (contingent  liabilities)  of the Bank will consist
primarily of unused  portions of committed  lines of credit where the Bank has a
legal obligation to fund these  unused  portions when  called upon.  Said  legal
obligations  arise from the  acceptance of a  commitment fee  from the  borrower
whether or not the facility has actually closed.

Additionally,  while  the Bank is not at this  time  seeking  to  engage  in the
issuance  of  standby  or trade  letters  of  credit,  the Bank  recognizes  the
possibility of being called upon to do so by existing  customers.  Any letter of
credit  activity  will be subject  to the same  policy,  procedures,  credit and
collateral  requirements  that any loan request is subject to and once paid for,
will become an Off Balance Sheet Item until it is called upon or expires.

Due to liquidity  considerations  and their  generally  lower profit  potential,
total  exposure in letters of credit will be reviewed  monthly by the Director's
Loan & Discount  Committee.  Because  of  liquidity  considerations,  all unused
portions of lines of credit and  commitments  will be reviewed as  quantified in
the Loan & Discount Policy, which is incorporated herein by reference.

IX.      INTERBANK LIABILITIES (REGULATION F)

Credit  Exposure that may exist between the Bank and its  correspondent  banking
relationship with outside correspondents, as that term is defined in the Federal
Reserve's  Regulation  F,  shall at all times be  monitored  and  controlled  as
required by that regulation.

A.   No less frequently than  quarterly,  the Bank's Cashier,  or in his absence
     the Senior  Loan  Officer,  or such  designated  "Responsible  Officer"  as
     specified  and  directed by the Board of  Directors,  shall review the call
     reports,  annual reports,  or such other publicly available  information as
     the   Responsible   Officer   shall  deem   appropriate   concerning   each
     correspondent to which this Bank has a "significant exposure". For purposes
     herein,  "significant  exposure"  shall be  deemed  to exist  whenever  the
     exposure  of this Bank with a  correspondent  is more  than  $150,000  on a
     monthly  average  basis.  Exposure  shall be  measured  by using the actual
     amount owed to the Bank on all exposure types.  This is to include the sale
     of federal funds (exclusive of agent status).

B.   The  Responsible  Officer shall conduct such reviews more  frequently  than
     quarterly  if prudent to do so,  based upon the size and type of the Bank's
     exposure and the financial  condition of such  correspondent.  In assessing
     the financial  condition of each  correspondent,  the  Responsible  Officer
     shall consider at a minimum the following financial  characteristics of the
     correspondent's:

     1.   Capital level;
     2.   Level of non-accruals and past due loans and leases;
     3.   Level of earnings;
     4.   Factors affecting the correspondent financial condition.

     In such assessments, the Responsible Officer may also take into account the
     rating  of  the  correspondent  by  a  bank  rating  agency  whose  general
     assessment  and  selection  criteria have been reviewed and approved by the
     Board of  Directors.  At present,  this board has reviewed and approved the
     criteria of the following bank rating agency:

                  Bauer Financial Reports, Inc.
                  P.O. Drawer 145510
                  Coral gables, Florida 35114

     This board  recognizes  the need to establish a current list of  acceptable
     correspondents.  The list of institutions  initially  identified is neither
     all  inclusive  or deemed an approval of a  non-qualifying  institution  as
     required by this policy:

                  Federal Reserve Bank of Atlanta - Atlanta, Georgia
                  Independent Bankers Bank - Orlando, Florida
                  Compass Bank - Birmingham, Alabama
                  First Union National Bank, Charlotte, North Carolina
                  Chase Manhattan Bank - New York, New York
                  Nation Bank of Commerce - Lincoln, Nebraska

C.   The Responsible Officer shall determine whether the correspondent qualifies
     as at  least  "adequately  capitalized"  as  defined  in  Regulation  F. At
     present, that standard requires the correspondent to have at a minimum:

     1.   - Total Risk Based  Capital Ratio of 8.0%;
          - Tier 1 Risk Based Capital Ratio of 4.0%; and
          - Leverage Ratio of 4.0%.
     2.   If the  numerical  values as defined  above are not equal to or exceed
          those  minimum  requirements  as  defined  by  Regulation  "F"  for an
          "Adequately  Capitalized"  correspondent,  those minimum  requirements
          stipulated in Regulation "F" shall be the  applicable  qualifications.
          The Responsible Officer shall:

          a.   begin applying the amended standards immediately; and
          b.   bring such changes to the attention of the ALCO immediately,  and
               to the Board of Directors at its next regular  meeting  after the
               Responsible  Officer becomes aware of the changes, so that it may
               revise this policy.

     3.   Additionally, the Bank should limit exposure to correspondent banks in
          the form of noninterest and interest bearing FDIC insured accounts and
          federal  funds  (exclusive  of agent  status).  The  limit  for  these
          balances on  inter-day  and  intra-day  transactions  are 10% of total
          assets.  The  maturity  of  such  exposure  should  be  daily  but may
          occasionally  extend  to seven  days  (except  for FDIC  insured  time
          deposits which should not exceed one year). The  correspondent  should
          also meet the following quantitative measures:
  
          a.   Nonperforming Assets/ Assets equal to or less than 1.25%.
          b.   Repossessed Assets/Total Assets equal to less than 1.25%.
          c.   Return on Assets equal to or more than .75%.

D.   The Bank shall neither  establish nor (to the extent  possible)  continue a
     significant  exposure to a  correspondent  in which the form or maturity of
     the exposure and the  financial  condition  of the  correspondent  create a
     significant risk that the payments expected by the Bank will not be made in
     full or on time.

     1.   If a  correspondent  relationship  which  initially  complied with the
          Bank's policy later becomes  non-complying because of deterioration of
          the financial  condition of the correspondent,  market changes, or any
          other reason,  the  Responsible  Officer shall terminate and close out
          the relationship, or reduce it to an insignificant level as rapidly as
          possible,   consistent   with  prudent  banking   standards.

     2.   The Responsible Officer shall report all such situations, the remedial
          action  taken,  and the  results of that  action,  immediately  to the
          Executive Committee of the Board of Directors,  and/or to the Board of
          Directors at its next scheduled meeting.

E.   The Bank's internal  financial limit for its exposure to any  institutional
     correspondent  shall be established  and recorded on the "Bank's  Interbank
     Liability (Regulation F) Control Records". (See Appendix for Control Record
     format.)

     1.   The Board of  Directors  shall  review  these limits from time to time
          upon  recommendations of management or upon its own motion, and revise
          those limits up or down either as a global  change  applicable  to all
          correspondent   relationships,   or   for   any   or   each   specific
          correspondent(s),  as it deems  appropriate.
     2.   Bank management  shall use only the most current revision of each form
          in determining  what are the internal limits of the Bank for exposures
          to  correspondents.  Each  officer  responsible  for  a  correspondent
          relationship  of the Bank shall  structure that  relationship so as to
          preclude  the  possibility  of the  relationship  growing to a size in
          excess of the  applicable  internal limit unless such growth is merely
          an occasional  anomaly,  resulting from unusual  market  disturbances,
          market  movements  favorable  to  the  Bank,  increases  in  activity,
          operational problems, or other unusual circumstances.

F.   Procedure to determine the Bank's internal financial limit for its exposure
     to any institutional correspondent.

     1.   At least quarterly, determine the size of the exposure in each present
          or proposed correspondent relationship of the Bank.
     2.   If the exposure is not  "significant" as defined herein, go to Step 3.
          if the exposure is "significant" as defined, go to Step 4.
     3.   Monitor the size of the exposure  retroactively on a monthly basis, or
          more frequently if appropriate.  If the exposure becomes  significant,
          to Step 4.
     4.   Review each correspondent's  latest call report, annual report, rating
          by any bank  rating  service  approved  in this  Policy,  or any other
          available  financial  information about the correspondent to determine
          whether  it has at least  the  capital  as  defined  in item C of this
          section.
     5.   If the  correspondent  does not meet all of those three  requirements,
          determine how best to reduce the Bank's exposure to that correspondent
          below the level defined as "significant" in the Policy. Alternatively,
          determine how to eliminate that exposure  completely.  Weigh the risks
          and  costs  of  each  alternative  against  the  risks  and  costs  of
          continuing the  relationship at its present level or some level higher
          than the lowest  figure which  constitutes  a  "significant"  exposure
          under the Policy until its normal liquidation, if it is one which will
          liquidate  normally  at a fixed  time in the  future.  Document  these
          processes and report them to the Board of Directors.
     6.   If the  correspondent  does not meet all three of those  requirements,
          compare the size of the Bank's exposure to that correspondent with the
          limits  stated  in  the  Bank's  interbank  liability  control  record
          established by the Policy.
     7.   If the  exposure  is less  than the  applicable  limit on the  control
          record,  note that fact in the  working  papers  and  repeat the above
          steps at the next regular monitoring.
     8.   If the  exposure is greater  than the  applicable  limit in the Bank's
          control record,  the Responsible  Officer shall reduce the exposure at
          or below  the  level  limit  amount,  unless  the  excess is merely an
          occasional  one,  resulting from unusual market  disturbances,  market
          movements  favorable to the Bank,  increases in activity,  operational
          problems, or other unusual circumstances. Document these actions.

G.   To  override  internal  limits as to  Interbank  Liabilities  will  require
     documenting  the processes and the situation.  Authority is vested with the
     Chief  Executive  Officer or President to override the  limitations  herein
     established.

     Interbank Liability (Regulation F) Control Record

         Correspondent Name:         Independent Bankers Bank
         Address:                    P.O. Box 4998
                                     Orlando, FL  32802-2998
         Telephone Number:           1-800-275-4222
         Contact Person:             James H. McKillop III
         Exposure Limits:            Type                 Maximum Amount
                                     All                     $150,000
         Most Recent Revision Date:  March 23, 1995


         Correspondent Name:         Compass Bank
         Address:                    15 South 20 Street
                                     Birmingham, Alabama 35233
         Telephone Number:           1-800-239-2265
         Contact Person:             Kathleen Rethelford
         Exposure Limits:            Type                 Maximum Amount
                                     All                     $150,000
         Most Recent Revision Date:  March 23, 1995


         Correspondent Name:         National Bank of Commerce
         Address:                    Lincoln, Nebraska
         Telephone Number:
         Contact Person:
         Exposure Limits:            Type                 Maximum Amount
                                     All                     $150,000
         Most Recent Revision Date:  September 22, 1998

X.    INVESTMENT ACCOUNT STATEMENT OF OBJECTIVES

     1.   To furnish an  investment  vehicle for funds which may be required for
          liquidity  purposes,  especially in periods of deposit  decline and/or
          increased loan demand.
     2.   To utilize funds not needed for loan demand.
     3.   To maximize  income derived from  investments in accord with liquidity
          and quality criteria,  advantageously  benefitting from applicable tax
          law.
     4.   Florida  statutes  governing  reserve  requirements of state chartered
          banks  direct  that a state  bank  must  maintain  a  daily  liquidity
          position  equal  to at  least  15  percent  of its  total  transaction
          accounts  and 8 percent of its total  non-transaction  accounts,  less
          those  deposits of public funds for which security has been pledged as
          provided  by  law.   Bank  assets   eligible  to  meet  the  liquidity
          requirement are cash on hand,  demand deposits due from  correspondent
          banks, and other investments and short-term marketable securities.
     5.   To provide  security  meeting  necessary  criteria  for  public  funds
          liability composition.
     6.   To balance the market  credit risks of the Bank's asset and  liability
          composition.
     7.   To provide for a dependable and steady source of income.

XI.    INVESTMENT ACCOUNT RESPONSIBILITY

     1.   The  responsibility of establishing an investment policy and reviewing
          transactions is vested with the Bank's Board of Directors.
     2.   The Bank's Chief Executive  Officer or President (or in their absence,
          other  designated  officer) are responsible for executing and carrying
          out the  investment  policy,  subject  to  approval  of the  Board  of
          Directors.
     3.   The Chief  Executive  Officer or President  (or designee) may elect to
          implement investment account policy or may appoint a portfolio manager
          to do so with duties to include:

          a.   Active investment account management;
          b.   Recommend investment strategy;
          c.   Recommend modifications to the portfolio policy.

     4.   The Chief Executive Officer or President (or designee) is to establish
          the size and  composition  of the  investment  account  including  the
          maximum  amount to be invested  in  acceptable  portfolio  investments
          based on total  resources as further  expounded in the section  titled
          "Investment Portfolio Considerations".
     5.   The Chief Executive  Officer or President (or designee) shall cause to
          be maintained  documentation to support the credit  responsibility  of
          all issuers of securities owned by the Bank.
     6.   In  those  situations  when  it  may be  prudent  to  make  investment
          decisions which would differ from current  investment  policy and when
          it would be  impossible  to convene the Bank's  Board of  Directors or
          Executive  Committee,  the Chief  Executive  Officer or President  (or
          other officer with  investment  authority) may make such  investments.
          The  purchase is to be reported to the Board of  Directors at its next
          regular meeting for ratification.

XII.    INVESTMENT ACCOUNT REVIEW

     1.   The Board of  Directors  will review the  investment  account not less
          than quarterly which will include:

          a.   Securities maturities;
          b.   Current market value of securities held;
          c.   Current quality ratings of issuers of political subdivisions;
          d.   Current yields of the investment account;
          e.   Securities purchased, sold or called since date of last review.
          f.   Pledged / unpledged status

     2.   An  interest  rate  sensitivity  stress test for  mortgage  backed and
          derivative  securities  should be  reviewed  at least  annually by the
          Board of Directors.

XIII.    ACCEPTABLE PORTFOLIO INVESTMENTS

The following  instruments are acceptable portfolio  investments.  The Bank will
adhere to the specific  guidance or  requirements  from its regulators  covering
suitable investment practices.

     1.   U.S. Treasury obligations (Bills, Notes, Bonds).
     2.   Federal agency securities including pass through bonds.
     3.   Federal National Mortgage Association securities.
     4.   State, County and Municipal Obligations.

          a.   General obligations (a prospectus and analysis is required)
          b.   Revenue obligations
          c.   Public Housing Authority
          d.   Ratings equal to A or higher

     5.   Mortgage  derivative  products including CMOs, REMICs,  CMO, and REMIC
          residuals and stripped mortgage backed securities. The Bank recognizes
          that the stress  testing of these products has  significant  value for
          managing risk and should be obtained whenever possible.
     6.   Corporate Bonds and Commercial Paper with ratings of AA or higher.
     7.   Certificates of deposit issued by FDIC insured institutions.

XIV.    INVESTMENT PORTFOLIO CONSIDERATIONS

     1.   Cash position and Asset/Liability Policy.
     2.   Seasonal loan & deposit fluctuations and liquidity requirements.
     3.   Pledging requirements.
     4.   Reserve requirements.
     5.   Tax position and strategy.
     6.   Dealers

          a.   Those banks  designated  as  correspondents  of the Bank or other
               reputable dealer banks.
          b.   Non-bank   dealers   shall  be  firms  of  national  or  regional
               recognition and reputation.

     7.   Issuer quality.
     8.   Following these  considerations,  longer  maturities shall be stressed
          during  periods of higher  yields with shorter  maturities  considered
          during periods of lower yields.

XV.    INVESTMENT LIMITATION AS TO TERM

The maturity  distribution  criteria of the Bank is based on factors  including,
but not exclusively limited to, liquidity, yield, and the Bank's "Gap" position.
Longer maturities shall be stressed during periods of higher yields with shorter
maturities considered during periods of lower yields.

     1.   U.S. Treasury  obligations - preferably seven years, maximum of twenty
          years.
     2.   Federal agency and federal  corporation  obligations - preferably five
          years, maximum of twenty-five years.
     3.   U.S. Government guaranteed pass through securities - maximum of twenty
          years.
     4.   State, county and municipal obligations - maximum of ten years.
     5.   Mortgage  Derivative  Products - Has an expected  average life of less
          than ten years.
     6.   Public Housing Authority - maximum of ten years.
     7.   Corporate bonds - maximum of five years.
     8.   Certificates of deposit - maximum of one year.

XVI.    INVESTMENT LIMITATIONS AS TO AMOUNT

Maturity  strategy  within the foregoing  scope of limitations is to be based on
the portfolio considerations and prudent liquidity requirements.

     1.   U.S. Treasury Obligations - no limitations.
     2.   Federal  agency  or  federal  corporation  securities  - 50% of  total
          deposits except maturities of one year or less.
     3.   Federal agency securities (Government guaranteed) - no limitations.
     4.   State,  county and municipal  obligations - not to exceed  $250,000 in
          any one issue or $500,000 in any issuing agency to a maximum aggregate
          of any one state of $500,000  with  exception  to the State of Florida
          which will be limited to aggregate  maximum of  $2,000,000.  The total
          municipal  portfolio  is not to  exceed  30% of  average  year-to-date
          deposits.
     5.   Mortgage Derivative Products - 30% of total deposits except maturities
          of one year or less.
     6.   Public Housing  Authority - not to exceed $250,000 of any one issue or
          issuing agency.
     7.   Corporate  bonds and commercial  paper - not to exceed $250,000 of any
          single issuing corporation.
     8.   Certificates of Deposit - $100,000 with any single  federally  insured
          financial institution.
     9.   State of Israel Bonds - not to exceed $100,000

XVII.    ACCEPTABLE DENOMINATIONS OF PORTFOLIO INVESTMENTS

Exceptions  to the  following  would  include  additional  purchases  of issuers
previously purchased in smaller lot sizes.

     1.   U.S.  Treasury  Obligations - minimum of $500,000 and in denominations
          thereof, whenever possible.
     2.   Federal agency, federal corporation securities and mortgage derivative
          products  minimum of $100,000 and in denominations  thereof,  whenever
          possible.
     3.   State,  county and  municipal  obligations  - minimum of $100,000  and
          denominations thereof, whenever possible.
     4.   Public Housing Authority - minimum of $100,000 whenever possible.
     5.   Corporate bonds/commercial paper - minimum of $100,000.
     6.   Special purchases that are bank eligible may be specifically  approved
          by the Board or  Asset/Liability  from  time to time - maximum  not to
          exceed $100,000 by any one issuer and $250,000 in aggregate.
     7.   Certificates of Deposit - $100,000 denomination.

XVII.    ACCEPTABLE GEOGRAPHIC SPREAD OF STATE, COUNTY AND MUNICIPAL
         INVESTMENTS

     1.   Emphasis of the State, County and Municipal investment portfolio shall
          be placed in those  issues of the State of Florida,  Florida  counties
          and  its  municipalities.  Florida  securities  are  exempt  from  the
          intangible personal property tax.
     2.   Obligations of other states,  counties and municipalities should be of
          higher quality, better known issues.

XVIII.    UNACCEPTABLE INVESTMENT SECURITIES

     1.   Securities  issued  by the  Commonwealth  of  Puerto  Rico or  foreign
          securities are not acceptable  except as approved  specifically by the
          Board.

XIX.    INVESTMENT PORTFOLIO COMPOSITION & TRADING ACTIVITIES

All investments  are designated as  hold-to-maturity  unless  otherwise noted or
identified.

     1.   The  Bank's  securities   portfolio  will  consist  of  the  following
          classifications  with each carried on the Bank's financial  statements
          as required by generally accepted accounting principles.

          a.   The "investment"  portfolio which consists of securities intended
               to be held to maturity.
          b.   The "trading"  portfolio which has securities that are bought and
               held  principally  for the  purpose of  selling  them in the near
               term.
          c.   The  "available-for-sale"   portfolio  in  which  securities  are
               purchased  and sold for holding  gains and other  asset/liability
               management  purposes.  Securities held in this portfolio shall be
               for the  purpose  of taking  advantage  of any one or more of the
               following  opportunities  (with consideration given to the Bank's
               earnings, liquidity, tax and capital status):

               1.   Improve yields
               2.   Quality grades
               3.   Maturities
               4.   Tax position
               5.   Marketability
               6.   Gains

XX.  INVESTMENT PLEDGING STRATEGY

     1.   When  possible  and  necessary,  the  pledging  of long or medium term
          state,  county and municipal  obligations should be carried out rather
          than those  securities  acceptable  for meeting the statutory  reserve
          requirements  or maturing in the near future.  2.  Securities  pledged
          should be those held for the permanent  investment account rather than
          securities acquired for liquidity or trading considerations.

XXI. FED FUNDS PURCHASED & SECURITY REPO AGREEMENTS - BANKS

     1.   Short term  liquidity  requirement  can be met by  purchasing  federal
          funds from correspondent banks that have approved credit lines for the
          Bank.
     2.   Generally, these banks require that a fed funds purchased position not
          exceed  seven days and every  effort  should be made to adhere to this
          requirement. If for some reason the Bank cannot, steps should be taken
          to liquidate securities sufficient to meet the repayment  requirement.
          Correspondent  banks may extend the period if the Bank  discusses  the
          situation  with them.  It may be  appropriate  to  collateralize  such
          borrowing  by  instituting  a Securities  Repurchase  Agreement to the
          correspondent  bank rather than selling  securities,  especially  if a
          loss would be  incurred.  These  instruments  are for longer terms and
          often have lower interest rates.

XXII.SECURITY REPURCHASE AGREEMENTS (REPO'S) - SALES TO CUSTOMERS

     1.   Minimum amount of $100,000 in $25,000 increments thereafter.
     2.   Securities  sold  shall be  government  agency  securities  or, if not
          available,  U.S.  Treasury  obligations.
     3.   Sale shall be based on current market value of the security.
     4.   Issued on "running open" basis at fluctuating daily rate.
     5.   Interest  shall  be paid as  negotiated  but at least  monthly  and on
          termination  of  repurchase  agreement.  Interest  expense  should  be
          accrued on a daily basis.


XXIII.   FEDERAL FUNDS - SALES

     1.   Excess  funds  after  determination  of daily cash  position  shall be
          invested in fed funds on a "running  open"  arrangement  on  immediate
          availability basis.
     2.   Sales  shall be to  domestic  banks only which are of sound  financial
          strength.  Current financial information of banks meeting the criteria
          of purchasing banks shall be on file at all times.
     3.   Funds sold to any one institution shall not exceed $250,000.
     4.   The Bank's other  correspondent  institutions  are to be excluded from
          purchasing fed funds from Southern Security Bank's agent bank.
     5.   Maximum interest  earnings should be obtained,  but not at the expense
          of safety and liquidity.
     6.   Interest is to be paid on next day basis.

XXIV.    INVESTMENT SAFEKEEPING AND PORTFOLIO ACCOUNTING

     1.   All definitive  securities  (certificates with ownership registered or
          bearer  bonds  with  coupons   attached)   are  to  be  maintained  in
          safekeeping  with  one  or  more  correspondent  banks  providing  the
          service.  Safekeeping banks should provide prompt processing of coupon
          interest and matured bonds.
     2.   Book entry  securities are to be maintained with a safekeeping bank or
          the Federal Reserve Bank.
     3.   Portfolio  accounting  shall be attained from a service bureau bank or
          correspondent  bank  offering  the  service  to  provide   information
          necessary for proper investment account review.