##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 o
    
    TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 000-51957
 FGBC BANCSHARES, INC.
 Georgia
(State or Other Jurisdiction 
of Incorporation or Organization)
    
    20-02743161
(I.R.S. Employer Identification Number)
 101 Main Street
Franklin, Georgia 30217
 (770) 839-4510
 None
 Common Stock, no par value
 Yes þ No o
 Yes o No þ
 Yes þ No o
 o
  Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer þ
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



Table of Contents
 PagePART I
    
    
    
    
    3ITEM 1.
    
    Business
    
    
    3ITEM 1A.
    
    Risk Factors
    
    
    17ITEM 1B.
    
    Unresolved Staff Comments
    
    
    17ITEM 2.
    
    Properties
    
    
    17ITEM 3.
    
    Legal Proceedings
    
    
    18ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18PART II
    
    
    
    
    18ITEM 5.
    
    Market For Registrants Common Equity, Related Shareholder Matters and Issuer
Purchasers of Equity Securities
    
    
    18ITEM 6.
    
    Selected Financial Data
    
    
    18ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19ITEM 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    34ITEM 8.
    
    Financial Statements and Supplementary Data
    
    
    34ITEM 9.
    
    Changes and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    36ITEM 9A.
    
    Controls and Procedures
    
    
    36ITEM 9B.
    
    Other Information
    
    
    36PART III
    
    
    
    
    36ITEM 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    36ITEM 11.
    
    Executive Compensation
    
    
    36ITEM 12.
    
    Securities Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    36ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    36ITEM 14.
    
    Principal Accountant Fees and Services
    
    
    36PART IV
    
    
    
    
    37ITEM 15.
    
    Exhibits and Financial Statement Schedules
    
    
    37EX-13 CONSOLIDATED FINANCIAL STATEMENTSEX-23 CONSENT OF MAULDIN & JENKINS, LLCEX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32 SECTION 906 CERTIFICATION OF CEO AND CFO




---



##### Table of Contents



PART I
 
 ITEM 1. Business.
 Overview
     Types of Loans
  Commercial and Agricultural Loans.




---



##### Table of Contents



Real Estate Construction Loans.
   Real Estate Mortgage Loans.
 4




---



##### Table of Contents



Installment Loans to Individuals.
 Loan Participations
  Managements Policy for Determining the Loan Loss Allowance
  
    
    the asset quality of individual loans;
    
    changes in the national and local economy and business conditions/development,
including underwriting standards, collections, charge off and recovery practices;
    
    changes in the nature and volume of the loan portfolio;
 5




---



##### Table of Contents




    
    changes in the experience, ability and depth of our lending staff and management;
    
    changes in the trend of the volume and severity of past dues and classified
loans; and trends in the volume of non-accrual loans, troubled debt restructurings
and other modifications;
    
    possible deterioration in collateral segments or other portfolio
concentrations;
    
    historical loss experience (when available) used for pools of loans (ie.
collateral types, borrowers, purposes, etc.);
    
    changes in the quality of our loan review system and the degree of oversight by
our board of directors;
    
    the effect of external factors such as competition and the legal and regulatory
requirement on the level of estimated credit losses in our current loan portfolio;
and
    
    off-balance sheet credit risks.
       6




---



##### Table of Contents



Managements Policy for Investing in Securities
  
    
    provide an investment medium for funds which are not needed to meet loan demand
or deposit withdrawal;
    
    optimize income generated from the investment account consistent with the
stated objectives for liquidity and quality standards;
    
    meet regulatory standards;
    
    provide collateral which we are required to pledge against public monies;
    
    provide an investment medium for funds which may be needed for liquidity
purposes; and
    
    provide an investment medium which will balance market and credit risk for
other assets and our liability structure.
 Industry and Competition
      Employees
  7




---



##### Table of Contents



Risk Factors
  The markets for our services are highly competitive and we face substantial competition.
   If economic conditions in our market areas deteriorate, our business may be negatively
affected.
  Losing key personnel will negatively affect us.
  There are limitations on your ability to transfer our common stock.
  We do not intend to pay dividends on our common stock.
  8




---



##### Table of Contents



We have a limited operating history.
  We encounter technological change continually and have fewer resources than many of our
competitors to invest in technological improvements.
  We may not be able to successfully expand into new markets.
  Supervision and Regulation
  FGBC Bancshares
  Acquisition of Banks
  
    
    acquiring direct or indirect ownership or control of any voting shares of any
bank if, after the acquisition, the bank holding company will directly or
indirectly own or control more than 5% of the banks voting shares;
    
    acquiring all or substantially all of the assets of any bank; or
    
    merging or consolidating with any other bank holding company.
  9




---



##### Table of Contents



Change in Bank Control
  
    
    the bank holding company has registered securities under Section 12 of the
Exchange Act; or
    
    no other person owns a greater percentage of that class of voting securities
immediately after the transaction.
  Permitted Activities
  
    
    banking or managing or controlling banks; and
    
    any activity that the Federal Reserve determines to be so closely related to
banking as to be a proper incident to the business of banking.
  
    
    factoring accounts receivable;
    
    making, acquiring, brokering or servicing loans and usual related activities;
    
    leasing personal or real property;
    
    operating a non-bank depository institution, such as a savings association;
    
    trust company functions;
    
    financial and investment advisory activities;
    
    conducting discount securities brokerage activities;
    
    underwriting and dealing in government obligations and money market instruments;
    
    providing specified management consulting and counseling activities;
 10




---



##### Table of Contents




    
    performing selected data processing services and support services;
    
    acting as agent or broker in selling credit life insurance and other types of
insurance in connection with credit transactions; and
    
    performing selected insurance underwriting activities.
   
    
    lending, trust and other banking activities;
    
    insuring, guaranteeing, or indemnifying against loss or harm, or providing and
issuing annuities, and acting as principal, agent, or broker for these purposes,
in any state;
    
    providing financial, investment, or advisory services;
    
    issuing or selling instruments representing interests in pools of assets
permissible for a bank to hold directly;
    
    underwriting, dealing in or making a market in securities;
    
    other activities that the Federal Reserve may determine to be so closely
related to banking or managing or controlling banks as to be a proper incident to
managing or controlling banks;
    
    foreign activities permitted outside of the United States if the Federal
Reserve has determined them to be usual in connection with banking operations
abroad;
    
    merchant banking through securities or insurance affiliates; and
    
    insurance company portfolio investments.
  Support of Subsidiary Institutions
  First Georgia Banking Company
  11




---



##### Table of Contents



Branching
   Prompt Corrective Action
    12




---



##### Table of Contents



FDIC Insurance Assessments
     Community Reinvestment Act
  Other Regulations
   
    
    federal Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
    
    Home Mortgage Disclosure Act of 1975, requiring financial institutions to
provide information to enable the public and public officials to determine whether
a financial institution is fulfilling its obligation to help meet the housing needs
of the community it serves;
    
    Equal Credit Opportunity Act, prohibiting discrimination on the basis of race,
creed or other prohibited factors in extending credit;
    
    Fair Credit Reporting Act of 1978, governing the use and provisions of
information to credit reporting agencies;
    
    Fair Debt Collection Act, governing the manner in which consumer debts may be
collected by collection agencies;
 13




---



##### Table of Contents




    
    Soldiers and Sailors Civil Relief Act of 1940, governing the repayment terms
of, and property rights underlying, secured obligations of persons in military
service; and
    
    rules and regulations of the various federal agencies charged with the
responsibility of implementing these federal laws.
   
    
    the Right to Financial Privacy Act, which imposes a duty to maintain
confidentiality of consumer financial records and prescribes procedures for
complying with administrative subpoenas of financial records; and
    
    the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve
to implement that act, which govern automatic deposits to and withdrawals from
deposit accounts and customers rights and liabilities arising from the use of
automated teller machines and other electronic banking services.
 Capital Adequacy
     14




---



##### Table of Contents



Payment of Dividends
    
    
    total classified assets at our most recent examination do not exceed 80% of Tier
1 Capital plus the allowance for loan losses as reflected at such examination;
    
    the aggregate amount of dividends declared or anticipated to be declared in the
calendar year does not exceed 50% of our net profits, after taxes but before
dividends, for the previous calendar year; and
    
    the ratio of Tier 1 Capital to adjusted total assets is not less than 6%.
   15




---



##### Table of Contents



Restrictions on Transactions with Affiliates
  
    
    a banks loans or extensions of credit to affiliates;
    
    a banks investment in affiliates;
    
    assets a bank may purchase from affiliates, except for real and personal
property exempted by the Federal Reserve;
    
    loans or extensions of credit made by a bank to third parties collateralized by
the securities or obligations of affiliates; and
    
    a banks guarantee, acceptance or letter of credit issued on behalf of an
affiliate.
    Privacy
  Consumer Credit Reporting
   16




---



##### Table of Contents




    
    requirements for financial institutions to develop policies and procedures to
identify potential identity theft and, upon the request of a consumer, place a
fraud alert in the consumers credit file stating that the consumer may be the
victim of identity theft or other fraud.
    
    for entities that furnish information to consumer reporting agencies (which
would include the Bank), requirements to implement procedures and policies
regarding the accuracy and integrity of the furnished information and regarding the
correction of previously furnished information that is later determined to be
inaccurate; and
    
    a requirement for mortgage lenders to disclose credit scores to consumers.
  Anti-Terrorism and Money Laundering Legislation
  Proposed Legislation and Regulatory Action
  
 ITEM 1A. Risk Factors.
  
 ITEM 1B. Unresolved Staff Comments.
  
 ITEM 2. Properties.
  
    
    102 Stockbridge Boulevard, Bremen, GA 30110 (Haralson County)
    
    100 Tom Reeve Drive, Carrollton, Georgia 30117 (Carroll County)  also Operations Center
    
    101 Main Street, Franklin, Georgia 30217 (Heard County)
    
    7320 Veterans Parkway, Columbus, Georgia 31909 (Muscogee County)
    
    1378 Dug Gap Road, Dalton, Georgia 30720 (Whitfield County)
    
    1989 Historic Homer Highway, Commerce, Georgia 30529 (Banks County)
    
    1465 Old Swimming Pool Road, Jefferson, Georgia 30549 (Jackson County)
 17




---



##### Table of Contents



ITEM 3. Legal Proceedings.
  
 ITEM 4. Submission of Matters to a Vote of Security Holders.
  
 PART II
 
 ITEM 5. Market For Registrants Common Equity, Related Shareholder Matters and Issuer
Purchasers of Equity Securities.
   
 ITEM 6. Selected Financial Data.
  Year/period ended December 31,2006
    
    2005
    
    2004
    
    2003(Dollars and shares in Thousands except per share data)EARNINGSInterest income
    
    $
    33,106,902
    
    
    $
    14,437,231
    
    
    $
    6,754,161
    
    
    $
    295,216Interest expense
    
    
    15,836,438
    
    
    
    6,292,607
    
    
    
    2,708,754
    
    
    
    73,233Provision for loan loss
    
    
    2,740,843
    
    
    
    1,814,746
    
    
    
    1,277,459
    
    
    
    459,529Net interest income (after provision)
    
    
    14,529,621
    
    
    
    6,329,878
    
    
    
    2,767,948
    
    
    
    (237,546
    )Non-interest income
    
    
    2,557,536
    
    
    
    1,693,746
    
    
    
    991,779
    
    
    
    21,319Non-interest expense
    
    
    16,821,026
    
    
    
    8,888,651
    
    
    
    4,235,634
    
    
    
    1,381,467Net income (loss)
    
    
    266,131
    
    
    
    (865,027
    )
    
    
    (475,907
    )
    
    
    (1,597,694
    )SELECTED AVERAGE BALANCESAssets
    
    $
    449,611,000
    
    
    $
    238,615,000
    
    
    $
    136,932,000
    
    
    $
    7,722,000Earning assets
    
    
    425,222,000
    
    
    
    225,955,000
    
    
    
    130,471,000
    
    
    
    5,507,000Loans
    
    
    348,869,000
    
    
    
    178,332,000
    
    
    
    90,832,000
    
    
    
    2,538,000Total deposits
    
    
    374,283,000
    
    
    
    208,480,000
    
    
    
    122,175,000
    
    
    
    3,520,000Shareholders equity
    
    
    60,075,000
    
    
    
    28,239,000
    
    
    
    14,548,000
    
    
    
    3,854,000
 18




---



##### Table of Contents



Year/period ended December 31,2006
    
    2005
    
    2004
    
    2003(Dollars and shares in Thousands except per share data)Common shares outstanding  diluted
    
    
    9,212,124
    
    
    
    5,321,918
    
    
    
    3,763,863
    
    
    
    3,763,021YEAR-END BALANCESAssets
    
    $
    579,410,303
    
    
    $
    326,690,446
    
    
    $
    182,356,714
    
    
    $
    63,099,185Earning assets
    
    
    544,695,656
    
    
    
    310,873,458
    
    
    
    171,596,112
    
    
    
    60,151,305Loans (net of allowance)
    
    
    403,397,896
    
    
    
    260,870,361
    
    
    
    133,081,729
    
    
    
    35,021,955Total deposits
    
    
    496,692,502
    
    
    
    258,791,577
    
    
    
    166,657,747
    
    
    
    47,615,294Other liabilities
    
    
    19,158,514
    
    
    
    10,957,201
    
    
    
    721,833
    
    
    
    82,224Shareholders equity
    
    
    63,559,287
    
    
    
    56,941,668
    
    
    
    14,977,134
    
    
    
    15,401,667Common shares outstanding
    
    
    9,046,748
    
    
    
    8,422,388
    
    
    
    3,824,401
    
    
    
    3,763,021PER COMMON SHAREEarnings (loss) per share  basic
    
    $
    .03
    
    
    $
    (0.16
    )
    
    $
    (0.13
    )
    
    $
    (0.42
    )Earnings (loss) per share  diluted
    
    
    .03
    
    
    
    (0.16
    )
    
    
    (0.13
    )
    
    
    (0.42
    )Book value
    
    
    7.03
    
    
    
    6.76
    
    
    
    3.92
    
    
    
    4.09Cash dividend paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    FINANCIAL RATIOSReturn on average assets
    
    
    .06
    %
    
    
    (0.36
    %)
    
    
    (0.35
    %)
    
    
    (20.69
    %)Return on average equity
    
    
    .44
    %
    
    
    (3.06
    %)
    
    
    (3.27
    %)
    
    
    (41.46
    %)Average equity to average assets
    
    
    13.36
    %
    
    
    11.83
    %
    
    
    10.62
    %
    
    
    49.91
    %Dividend payout ratio
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aNON-FINANCIALEmployees
    
    
    185
    
    
    
    130
    
    
    
    49
    
    
    
    39Banking offices
    
    
    10
    
    
    
    3
    
    
    
    3
    
    
    
    3ATMs
    
    
    10
    
    
    
    3
    
    
    
    3
    
    
    
    3
 
 ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Critical Accounting Policies
     19




---



##### Table of Contents



Overview
   Year Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,2006
    
    2005
    
    2004Total Revenues (1)
    
    $
    35,664,438
    
    
    $
    16,130,977
    
    
    $
    7,745,940Net Income (Loss)
    
    $
    266,131
    
    
    ($
    865,027
    )
    
    ($
    475,907
    )
 At December 31,
    
    At December 31,
    
    At December 31,2006
    
    2005
    
    2004Total Assets
    
    $
    579,410,303
    
    
    $
    326,690,446
    
    
    $
    182,356,714Total Loans (2)
    
    $
    403,397,896
    
    
    $
    260,870,361
    
    
    $
    133,081,729Total Deposits
    
    $
    496,692,502
    
    
    $
    258,791,577
    
    
    $
    166,657,747
 
 (1)
    
    Total revenue equals interest income plus total non-interest income.(2)
    
    Total loans reported net of loan loss reserve and unearned income.   Forward-Looking Statements
  20




---



##### Table of Contents



Results of operations for the years ended December 31, 2006, 2005 and 2004
 Net loss
 2006 Compared to 2005
 2005 Compared to 2004
 Net interest income
 Table 1: Average balances, interest income, and interest expense
  Analysis of net interest incomefor the years ended December 31, 2006, 2005 and 20042006
    
    
    2005
    
    
    2004Average
    
    
    Income/
    
    
    Yield/
    
    
    Average
    
    
    Income/
    
    
    Yield/
    
    
    Average
    
    
    Income/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate(Dollars in thousands)Assets:Taxable investment
securities
    
    $
    51,173
    
    
    $
    2,035
    
    
    
    3.97
    %
    
    $
    40,394
    
    
    $
    1,247
    
    
    
    3.09
    %
    
    $
    32,693
    
    
    $
    871
    
    
    
    2.66
    %Non-Taxable
investment securities
(1)
    
    
    10
    
    
    
    
    
    
    
    2.65
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest bearing
deposits
    
    
    901
    
    
    
    46
    
    
    
    5.11
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    FHLB stock
    
    
    1,213
    
    
    
    75
    
    
    
    6.20
    %
    
    
    227
    
    
    
    6
    
    
    
    2.64
    %
    
    
    
    
    
    
    
    
    
    
    Federal funds sold
    
    
    23,056
    
    
    
    1,188
    
    
    
    5.15
    %
    
    
    7,002
    
    
    
    216
    
    
    
    3.08
    %
    
    
    6,946
    
    
    
    80
    
    
    
    1.15
    %Loans (2) (3)
    
    
    348,869
    
    
    
    29,763
    
    
    
    8.53
    %
    
    
    178,332
    
    
    
    12,968
    
    
    
    7.27
    %
    
    
    90,832
    
    
    
    5,802
    
    
    
    6.38
    %Allowance for loan
losses
    
    
    (4,196
    )
    
    
    
    
    
    
    
    
    
    
    (2,102
    )
    
    
    
    
    
    
    
    
    
    
    (1,099
    )Cash and due from
banks
    
    
    6,426
    
    
    
    
    
    
    
    
    
    
    
    4,121
    
    
    
    
    
    
    
    
    
    
    
    2,653Other assets
    
    
    22,159
    
    
    
    
    
    
    
    
    
    
    
    10,641
    
    
    
    
    
    
    
    
    
    
    
    4,907Total Assets
    
    
    449,611
    
    
    
    
    
    
    
    
    
    
    
    238,615
    
    
    
    
    
    
    
    
    
    
    
    136,932Total interest-earning
assets
    
    
    425,222
    
    
    
    33,107
    
    
    
    7.79
    %
    
    $
    225,955
    
    
    
    14,437
    
    
    
    6.39
    %
    
    
    130,471
    
    
    
    6,753
    
    
    
    5.18
    %
 21




---



##### Table of Contents



Analysis of net interest incomefor the years ended December 31, 2006, 2005 and 20042006
    
    
    2005
    
    
    2004Average
    
    
    Income/
    
    
    Yield/
    
    
    Average
    
    
    Income/
    
    
    Yield/
    
    
    Average
    
    
    Income/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate(Dollars in thousands)Liabilities:Noninterest-bearing
demand
    
    
    22,953
    
    
    
    
    
    
    
    
    
    
    
    11,044
    
    
    
    
    
    
    
    
    
    
    
    7,228Interest bearing
demand
and savings
    
    
    113,039
    
    
    
    3,434
    
    
    
    3.04
    %
    
    
    76,649
    
    
    
    1,787
    
    
    
    2.33
    %
    
    
    55,239
    
    
    
    975
    
    
    
    1.77
    %Time
    
    
    238,291
    
    
    
    11,682
    
    
    
    4.90
    %
    
    
    120,787
    
    
    
    4,474
    
    
    
    3.70
    %
    
    
    59,708
    
    
    
    1,733
    
    
    
    2.90
    %Total deposits
    
    
    374,283
    
    
    
    
    
    
    
    
    
    
    
    208,480
    
    
    
    
    
    
    
    
    
    
    
    122,175Other borrowings
    
    
    13,699
    
    
    
    718
    
    
    
    5.24
    %
    
    
    733
    
    
    
    32
    
    
    
    4.37
    %Securities sold under
repurchase agreement
    
    
    39
    
    
    
    2
    
    
    
    5.22
    %Other liabilities
    
    
    1,515
    
    
    
    
    
    
    
    
    
    
    
    1,163
    
    
    
    
    
    
    
    
    
    
    
    209Shareholders equity
    
    
    60,075
    
    
    
    
    
    
    
    
    
    
    
    28,239
    
    
    
    
    
    
    
    
    
    
    
    14,548Total liabilities and
shareholders Equity
    
    
    449,611
    
    
    
    
    
    
    
    
    
    
    
    238,615
    
    
    
    
    
    
    
    
    
    
    
    136,932Total interest-bearing
liabilities
    
    
    366,055
    
    
    
    15,836
    
    
    
    4.34
    %
    
    
    198,169
    
    
    
    6,293
    
    
    
    3.18
    %
    
    
    114,947
    
    
    
    2,708
    
    
    
    2.36
    %Net interest income
    
    
    
    
    
    
    17,271
    
    
    
    
    
    
    
    
    
    
    
    8,144
    
    
    
    
    
    
    
    
    
    
    
    4,045Net interest margin
(4)
    
    
    
    
    
    
    
    
    
    
    4.07
    %
    
    
    
    
    
    
    
    
    
    
    3.60
    %
    
    
    
    
    
    
    
    
    
    
    3.10
    %Net interest spread
(5)
    
    
    
    
    
    
    
    
    
    
    3.45
    %
    
    
    
    
    
    
    
    
    
    
    3.21
    %
    
    
    
    
    
    
    
    
    
    
    2.82
    %
 
 (1)
    
    We did not have any tax exempt income during the periods ending December 31, 2005 and 2004
respectively.(2)
    
    Interest income from loans includes total fee income of approximately $1,330,000, $460,000,
$357,000 and $86,000 for the years ended December 31, 2006, 2005 and 2003, respectively.(3)
    
    Average nonaccrual loans of $579,325, $150,163, $24,886 are included for the years ended
December 31, 2006, 2005 and 2003, respectively.(4)
    
    Net interest margin is net interest income divided by average interest-earning assets.(5)
    
    Interest rate spread is the weighted average yield on interest-earning assets minus the
average rate on interest-bearing liabilities. Table 2: Rate and volume analysis
  22




---



##### Table of Contents



Analysis of changes in net interest income
for the years ended December 31, 2006, 2005 and 2004
(Dollars in thousands)
 2006 Compared to 2005
    
    
    2005 Compared to 2004Increase (decrease)
    
    
    Increase (decrease)Due to change in
    
    
    Due to change inRate
    
    
    Volume
    
    
    Change
    
    
    Rate
    
    
    Volume
    
    
    ChangeIncome from interest-earning assets:Interest and fees on loans
    
    
    2,246
    
    
    
    14,549
    
    
    
    16,795
    
    
    
    900
    
    
    
    6,266
    
    
    
    7,166Interest on taxable securities
    
    
    388
    
    
    
    400
    
    
    
    788
    
    
    
    138
    
    
    
    238
    
    
    
    376Interest on non-taxable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest on FHLB stock
    
    
    8
    
    
    
    61
    
    
    
    69
    
    
    
    
    
    
    
    6
    
    
    
    6Interest on Federal funds sold
    
    
    145
    
    
    
    827
    
    
    
    972
    
    
    
    134
    
    
    
    2
    
    
    
    136Interest on deposits in banks
    
    
    
    
    
    
    46
    
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    Total interest income
    
    
    2,787
    
    
    
    15,883
    
    
    
    18,670
    
    
    
    1,172
    
    
    
    6,512
    
    
    
    7,684Expense from interest-bearing liabilitiesInterest on interest-bearing demand deposits
    
    
    542
    
    
    
    1,105
    
    
    
    1,647
    
    
    
    191
    
    
    
    621
    
    
    
    812Interest on time deposits
    
    
    1,447
    
    
    
    5,761
    
    
    
    7,208
    
    
    
    479
    
    
    
    2,262
    
    
    
    2,741Interest on borrowings
    
    
    6
    
    
    
    680
    
    
    
    686
    
    
    
    
    
    
    
    32
    
    
    
    32Interest on securities sold under
repurchase agreement
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    Total interest expense
    
    
    1,995
    
    
    
    7,548
    
    
    
    9,543
    
    
    
    670
    
    
    
    2,915
    
    
    
    3,585Net interest income
    
    
    792
    
    
    
    8,335
    
    
    
    9,127
    
    
    
    502
    
    
    
    3,597
    
    
    
    4,099
 2006 Compared to 2005
   2005 Compared to 2004
 23




---



##### Table of Contents



Other income
 2006 Compared to 2005
 2005 Compared to 2004
 Other expenses
 2006 Compared to 2005
 2005 Compared to 2004
 24




---



##### Table of Contents



Balance Sheet Review
 2006 Compared to 2005
    2005 Compared to 2004
    Securities Portfolio
  25




---



##### Table of Contents



December 312006
    
    
    2005
    
    
    2004(Dollars in Thousands)U.S. governmental-sponsored agencies
    
    $
    49,535
    
    
    $
    29,314
    
    
    $
    27,732Mortgage-backed securities
    
    
    19,669
    
    
    
    10,501
    
    
    
    9,077State, county and municipals
    
    
    910
    
    
    
    
    
    
    
    $
    70,114
    
    
    $
    39,815
    
    
    $
    36,809
  U.S. governmental-
    
    
    Mortgage-backed
    
    
    State, county andsponsored agencies
    
    
    securities
    
    
    municipalsCarrying
    
    
    
    
    
    
    Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    Yield(Dollars in Thousands)
    
    
    (Dollars in Thousands)
    
    
    (Dollars in Thousands)In one year or less
    
    $
    15,187
    
    
    
    4.57
    %
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    After one year through
five years
    
    
    30,842
    
    
    
    4.91
    %
    
    
    5,847
    
    
    
    3.41
    %
    
    
    
    
    
    
    After five years through
ten years
    
    
    3,506
    
    
    
    4.45
    %
    
    
    5,425
    
    
    
    4.78
    %
    
    
    591
    
    
    
    5.20
    %After ten years
    
    
    
    
    
    
    
    
    
    
    8,397
    
    
    
    5.16
    %
    
    
    319
    
    
    
    5.28
    %Total
    
    $
    49,535
    
    
    
    4.77
    %
    
    $
    19,669
    
    
    
    4.53
    %
    
    $
    910
    
    
    
    5.22
    %
 Loan Portfolio
 Types of Loans
  December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003(Dollars in Thousands)Commercial and industrial
    
    $
    42,405
    
    
    $
    35,761
    
    
    $
    28,971
    
    
    $
    12,042Real estate  construction
    
    
    114,528
    
    
    
    60,967
    
    
    
    25,760
    
    
    
    3,837Real estate  mortgage
    
    
    225,119
    
    
    
    142,520
    
    
    
    61,037
    
    
    
    12,724Installment loans to individuals
    
    
    26,859
    
    
    
    24,997
    
    
    
    19,083
    
    
    
    6,868408,911
    
    
    
    264,245
    
    
    
    134,851
    
    
    
    35,471Deferred loan fees
    
    
    (269
    )
    
    
    (181
    )
    
    
    (64
    )
    
    
    11Less allowance for loan losses
    
    
    (5,244
    )
    
    
    (3,194
    )
    
    
    (1,705
    )
    
    
    (460
    )Loans, net
    
    $
    403,398
    
    
    $
    260,870
    
    
    $
    133,082
    
    
    $
    35,022
 Maturities and sensitivities to changes in interest rates
  26




---



##### Table of Contents



Rate Structure forLoans withMaturities OverMaturity in Months (1)
    
    
    One Year(Dollars in Thousands)
    
    
    (Dollars in Thousands)Less than
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Variable
    
    
    Fixed12 (2)
    
    
    13-60
    
    
    Over 60
    
    
    Total
    
    
    Rates
    
    
    RatesCommercial and
industrial
    
    $
    19,518
    
    
    $
    21,305
    
    
    $
    1,582
    
    
    $
    42,405
    
    
    $
    8,296
    
    
    $
    14,591Real estate 
construction
    
    
    94,379
    
    
    
    18,990
    
    
    
    1,159
    
    
    
    114,528
    
    
    
    8,180
    
    
    
    11,969Total
    
    $
    113,897
    
    
    $
    40,295
    
    
    $
    2,741
    
    
    $
    156,933
    
    
    $
    16,476
    
    
    $
    26,560
 
 (1)
    
    The amounts are classified based on the contractual maturity date of the loan. Our
installment loans generally require the borrower to make amortizing principal payments over
the terms of the loan. These amortization payments are reported according to the maturity
date of the underlying loan even though the loan requires that they be paid earlier.(2)
    
    We do not have any demand loans or loans without a stated maturity. We do offer overdraft
protection for commercial customers. All overdrafts are included in the less than 12
category. Risk Elements
  December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003(Dollars in Thousands)Loans accounted for on a non-accrual basis
    
    
    353
    
    
    
    252
    
    
    
    100
    
    
    
    0Loans contractually past due ninety days or more as
to interest or principal payments and still accruing
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Loans, the terms of which have been renegotiated to
provide a reduction or deferral of interest or
principal because of deterioration in the financial
position of the borrower
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Loans now current about which there are serious
doubts as to the ability of the borrower to comply
With present loan repayment terms
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 27




---



##### Table of Contents



Interest income that would have been recorded on
nonaccrual loans under original terms
    
    $
    69,354Interest income that was recorded
on nonaccrual loans
    
    
    56,102Reduction in interest income
    
    $
    13,252
       Summary of Loan Loss Experience
  28




---



##### Table of Contents



December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003(Dollars in Thousands)Average balance of loans outstanding
    
    $
    348,869
    
    
    $
    178,332
    
    
    $
    90,832
    
    
    $
    2,538Balance of allowance for loan losses at beginning
of year
    
    $
    3,194
    
    
    $
    1,705
    
    
    $
    460
    
    
    $
    0Charge-offs:Commercial and Industrial
    
    
    (207
    )
    
    
    (69
    )
    
    
    0
    
    
    
    0Real estate  construction
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Real estate  mortgage
    
    
    (182
    )
    
    
    (74
    )
    
    
    0
    
    
    
    0Installment loans to individuals
    
    
    (361
    )
    
    
    (210
    )
    
    
    (38
    )
    
    
    0Total
    
    
    (750
    )
    
    
    (353
    )
    
    
    (38
    )
    
    
    0Recoveries:Commercial and Industrial
    
    
    2
    
    
    
    0
    
    
    
    0
    
    
    
    0Real estate  construction
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Real estate  mortgage
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Installment loans to individuals
    
    
    57
    
    
    
    27
    
    
    
    6
    
    
    
    0Total
    
    
    59
    
    
    
    27
    
    
    
    6
    
    
    
    0Net charge-offs
    
    
    (691
    )
    
    
    (326
    )
    
    
    (32
    )
    
    
    0Additions to allowance charged to operations
    
    
    2,741
    
    
    
    1,815
    
    
    
    1,277
    
    
    
    460Balance of allowance at end of year
    
    $
    5,244
    
    
    $
    3,194
    
    
    $
    1,705
    
    
    $
    460Ratio of net loan charge-offs during the year to
average loans outstanding during the year
    
    
    .20
    %
    
    
    0.18
    %
    
    
    0.04
    %
    
    
    0.0
    %
  29




---



##### Table of Contents



December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    PercentOf Loans
    
    
    
    
    
    
    Of Loans
    
    
    
    
    
    
    Of Loans
    
    
    
    
    
    
    Of LoansIn Each
    
    
    
    
    
    
    In Each
    
    
    
    
    
    
    In Each
    
    
    
    
    
    
    In EachCategory
    
    
    
    
    
    
    Category
    
    
    
    
    
    
    Category
    
    
    
    
    
    
    CategoryTo Total
    
    
    
    
    
    
    To Total
    
    
    
    
    
    
    To Total
    
    
    
    
    
    
    To TotalAmount
    
    
    Loans
    
    
    Amount
    
    
    Loans
    
    
    Amount
    
    
    Loans
    
    
    Amount
    
    
    Loans(Dollars in Thousands)Commercial
and industrial
    
    $
    1,263
    
    
    
    10.37
    %
    
    $
    839
    
    
    
    13.53
    %
    
    $
    374
    
    
    
    21.48
    %
    
    $
    99
    
    
    
    22.24
    %Real estate 
construction
    
    
    838
    
    
    
    28.01
    %
    
    
    368
    
    
    
    23.08
    %
    
    
    82
    
    
    
    19.11
    %
    
    
    39
    
    
    
    9.95
    %Real estate 
mortgage
    
    
    2,869
    
    
    
    55.05
    %
    
    
    1,755
    
    
    
    53.93
    %
    
    
    972
    
    
    
    45.26
    %
    
    
    229
    
    
    
    48.54
    %Installment loans
to
individuals
    
    
    274
    
    
    
    6.57
    %
    
    
    232
    
    
    
    9.46
    %
    
    
    277
    
    
    
    14.15
    %
    
    
    93
    
    
    
    19.27
    %$
    5,244
    
    
    
    100.00
    %
    
    $
    3,194
    
    
    
    100.00
    %
    
    $
    1,705
    
    
    
    100.00
    %
    
    $
    460
    
    
    
    100.00
    %
   Deposits
  December 31,2006
    
    
    2005
    
    
    2004Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate(Dollars in Thousands)Non-interest bearing demand deposits
    
    $
    22,953
    
    
    
    
    
    
    $
    11,044
    
    
    
    
    
    
    $
    7,228Interest-bearing demand and savings
deposits
    
    
    113,039
    
    
    
    3.04
    %
    
    
    76,649
    
    
    
    2.33
    %
    
    
    55,239
    
    
    
    1.77
    %Time deposits
    
    
    238,291
    
    
    
    4.90
    %
    
    
    120,787
    
    
    
    3.70
    %
    
    
    59,708
    
    
    
    2.90
    %$
    374,283
    
    
    
    
    
    
    $
    208,480
    
    
    
    
    
    
    $
    122,175
 30




---



##### Table of Contents



(Dollars in Thousands)Three months or less
    
    $
    37,077Over three months through six months
    
    
    92,779Over six through 12 months
    
    
    28,912Over 12 months
    
    
    6,381$
    165,149
 Return on Equity and Assets
  For the Years EndingDecember 31,2006
    
    
    2005
    
    
    2004Return on Average Assets
    
    
    .06
    %
    
    
    (0.36
    %)
    
    
    (0.35
    %)Return on Average Equity
    
    
    .44
    %
    
    
    (3.06
    %)
    
    
    (3.27
    %)Average Equity as a Percentage
of Average Assets
    
    
    13.36
    %
    
    
    11.83
    %
    
    
    10.62
    %
 Liquidity
  Regulatory capital requirements
  31




---



##### Table of Contents



MinimumRegulatoryMinimum
    
    
    Requirement forRegulatory
    
    
    Well CapitalizedRequirement
    
    
    Status
    
    
    ActualTier 1 capital to risk adjusted assets
    
    
    4.00
    %
    
    
    6.00
    %
    
    
    14.86
    %Total capital to risk adjusted assets
    
    
    8.00
    %
    
    
    10.00
    %
    
    
    16.08
    %Tier 1 leverage ratio (to average quarterly assets)
    
    
    4.00
    %
    
    
    5.00
    %
    
    
    11.63
    %
  Off Balance Sheet Arrangements
   December 31,2006
    
    
    2005
    
    
    2004(Dollars in Thousands)Commitments to extend credit
    
    $
    67,460
    
    
    $
    63,516
    
    
    $
    10,034Letters of credit
    
    
    702
    
    
    
    207
    
    
    
    133$
    68,162
    
    
    $
    63,723
    
    
    $
    10,167
  Asset/liability management
   32




---



##### Table of Contents



Analysis of Interest Sensitivity
As of December 31, 2006
(Dollars in Thousands)
 0  3
    
    
    3 - 12
    
    
    Over 1Months
    
    
    Months
    
    
    Year
    
    
    TotalInterest-earning assets:Interest-bearing deposits in banks
    
    
    11,228
    
    
    
    
    
    
    
    
    
    
    
    11,228Securities
    
    
    747
    
    
    
    14,440
    
    
    
    54,927
    
    
    
    70,114FHLB stock
    
    
    1,343
    
    
    
    
    
    
    
    
    
    
    
    1,343Federal funds sold
    
    
    53,368
    
    
    
    
    
    
    
    
    
    
    
    53,368Loans
    
    
    225,605
    
    
    
    80,996
    
    
    
    102,041
    
    
    
    408,642Total interest-earning assets
    
    
    292,291
    
    
    
    95,436
    
    
    
    156,968
    
    
    
    544,695Interest-bearing liabilities:Interest-bearing demand deposits
    
    
    75,865
    
    
    
    
    
    
    
    
    
    
    
    75,865Savings and money markets
    
    
    63,909
    
    
    
    
    
    
    
    
    
    
    
    63,909Time deposits
    
    
    78,668
    
    
    
    201,446
    
    
    
    52,704
    
    
    
    332,818Securities sold under repurchase agreement
    
    
    1,027
    
    
    
    
    
    
    
    
    
    
    
    1,027Federal Home Loan Bank borrowings
    
    
    
    
    
    
    10,000
    
    
    
    5,000
    
    
    
    15,000Total interest-bearing liabilities
    
    
    219,469
    
    
    
    211,446
    
    
    
    57,704
    
    
    
    488,619Interest rate sensitivity gap
    
    
    72,822
    
    
    
    (116,010
    )
    
    
    99,264
    
    
    
    56,786Cumulative interest rate sensitivity gap
    
    
    72,822
    
    
    
    (43,188
    )
    
    
    56,076Interest rate sensitivity gap ratio
    
    
    1.33
    
    
    
    .45
    
    
    
    2.72Cumulative interest rate sensitivity gap ratio
    
    
    1.33
    
    
    
    .90
    
    
    
    1.11
  33




---



##### Table of Contents



Effects of Inflation
   Contractual Obligations
  Payment Due by PeriodMoreLess than 1
    
    
    
    
    
    
    
    
    
    
    than 5Contractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsLong-term Debt Obligations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Capital Lease Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    235,350
    
    
    
    85,225
    
    
    
    128,250
    
    
    
    21,875
    
    
    
    Purchase Obligations
    
    
    4,128,132
    
    
    
    4,128,132
    
    
    
    
    
    
    
    
    
    
    
    Other Long-term liabilities*
    
    
    16,027,230
    
    
    
    11,027,230
    
    
    
    5,000,000
    
    
    
    
    
    
    
    Total
    
    $
    20,390,712
    
    
    $
    15,240,587
    
    
    $
    5,128,250
    
    
    $
    21,875
    
    
    $
    
 
 *
    
    Consists of Federal Home Loan Bank borrowings and securities sold under repurchase agreement. 
 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
  
 ITEM 8. Financial Statements and Supplementary Data.
  34




---



##### Table of Contents



Quarterly Period EndedMarch 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Year ended December 31, 2006Interest income
    
    $
    6,201
    
    
    $
    7,563
    
    
    $
    8,991
    
    
    $
    10,352Interest expense
    
    
    (2,640
    )
    
    
    (3,417
    )
    
    
    (4,382
    )
    
    
    (5,397
    )Net interest income
    
    
    3,561
    
    
    
    4,146
    
    
    
    4,609
    
    
    
    4,955Provision for loan losses
    
    
    (605
    )
    
    
    (631
    )
    
    
    (725
    )
    
    
    (780
    )Net interest income after provision for loans losses
    
    
    2,956
    
    
    
    3,515
    
    
    
    3,884
    
    
    
    4,175Other income
    
    
    487
    
    
    
    629
    
    
    
    680
    
    
    
    761Other expenses
    
    
    (3,622
    )
    
    
    (4,085
    )
    
    
    (4,439
    )
    
    
    (4,675
    )Income (loss) before income taxes
    
    
    (179
    )
    
    
    59
    
    
    
    125
    
    
    
    261Income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (179
    )
    
    $
    59
    
    
    $
    125
    
    
    $
    261Basic earnings (losses) per share
    
    $
    (0.02
    )
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.03Diluted earnings (losses) per share
    
    $
    (0.02
    )
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.03Year ended December 31, 2005Interest income
    
    $
    2,721
    
    
    $
    3,224
    
    
    $
    3,718
    
    
    $
    4,774Interest expense
    
    
    (1,169
    )
    
    
    (1,390
    )
    
    
    (1,673
    )
    
    
    (2,060
    )Net interest income
    
    
    1,552
    
    
    
    1,834
    
    
    
    2,045
    
    
    
    2,714Provision for loan losses
    
    
    (89
    )
    
    
    (280
    )
    
    
    (580
    )
    
    
    (866
    )Net interest income after provision for loans losses
    
    
    1,463
    
    
    
    1,554
    
    
    
    1,465
    
    
    
    1,848Other income
    
    
    315
    
    
    
    418
    
    
    
    446
    
    
    
    515Other expenses
    
    
    (1,259
    )
    
    
    (1,400
    )
    
    
    (2,389
    )
    
    
    (3,841
    )Income (loss) before income taxes
    
    
    519
    
    
    
    572
    
    
    
    (478
    )
    
    
    (1,478
    )Income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    519
    
    
    $
    572
    
    
    $
    (478
    )
    
    $
    (1,478
    )Basic earnings (losses) per share
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    (0.08
    )
    
    $
    (0.18
    )Diluted earnings (losses) per share
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    (0.08
    )
    
    $
    (0.18
    )
  35




---



##### Table of Contents



ITEM 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 ITEM 9A. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 ITEM 9B. Other Information.
  
 PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance.
  
 ITEM 11. Executive Compensation.
  
 ITEM 12. Securities Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
  
 ITEM 13. Certain Relationships and Related Transactions, and Director Independence.
  
 ITEM 14. Principal Accountant Fees and Services.
  36




---



##### Table of Contents



PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
 (a)
    
    The following documents are filed as a part of this report:
 
 (b)
    
    The following exhibits are furnished with this registration statement.
 Exhibit No.
    
    Name of Exhibit3.1
    
    
    
    Articles of Incorporation, as amended (incorporated by reference to exhibit 3.1
of Registrants Form 10 filed with the SEC on May 1, 2006)3.2
    
    
    
    Bylaws (incorporated by reference to exhibit 3.2 of Registrants Form 10 filed
with the SEC on May 1, 2006)10.1
    
    
    
    2004 Stock Option Plan (incorporated by reference to exhibit 10.1 of
Registrants Form 10 filed with the SEC on May 1, 2006) *10.2
    
    
    
    Employment Agreement with Jackie L. Reed (incorporated by reference to exhibit
10.2 of Registrants Form 10 filed with the SEC on May 1, 2006) *10.3
    
    
    
    Employment Agreement with Teresa L. Martin (incorporated by reference to
exhibit 10.3 of Registrants Form 10 filed with the SEC on May 1, 2006) *10.4
    

    
    
    Employment Agreement with Gregory S. Akins (incorporated by reference to
exhibit 10.4 of Registrants Form 10/A filed with the SEC on June 29, 2006) *10.5
    

    
    
    Employment Agreement with Page E. Goodson (incorporated by reference to exhibit
10.5 of Registrants Form 10 filed with the SEC on May 1, 2006) *13
    
    
    
    Consolidated Financial Statements of FGBC Bancshares, Inc.21
    
    
    
    List of Subsidiaries (incorporated by reference to exhibit 21 of Registrants
Form 10 filed with the SEC on May 1, 2006)23
    
    
    
    Consent of Mauldin & Jenkins, LLC31.1
    
    
    
    Certificate of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    
    Certificate of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    
    
    Certificate of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 
 *
    
    Indicates a management contract or compensatory plan or arrangement. 37




---



##### Table of Contents



SIGNATURES
  FGBC BANCSHARES, INC.
  /s/ Jackie L. Reed

Jackie L. Reed
    
    Date:
    
    March 30, 2007Chief Executive Officer and Director[Principal Executive Officer]/s/ Teresa L. Martin

Teresa L. Martin
    
    Date:
    
    March 30, 2007Chief Financial Officer and Executive Vice President[Principal Financial Officer and Principal Accounting Officer]Roy L. Denny, Director
    
    Date:
    
    March ,2007/s/ Walter D. Duke

Walter D. Duke, Director
    
    Date:
    
    March 30, 2007/s/ Wyche T. Green, III

Wyche T. Green, III, Director
    
    Date:
    
    March 30, 2007Greg M. Hagan, Director
    
    Date:
    
    March , 2007/s/ George B. Hamil, Jr.

George B. Hamil, Jr., Director
    
    Date:
    
    March 30, 2007/s/ Terry L. Harper

Terry L. Harper, Director
    
    Date:
    
    March 30, 2007Emmett K. Harrod, Director
    
    Date:
    
    March , 2007/s/ Howard J. Lindsey

Howard J. Lindsey, Director
    
    Date:
    
    March 30, 2007/s/ Dennis H. McDowell
    
    Date:
    
    March 30, 2007Dennis H. McDowell, Director
 38




---



##### Table of Contents



/s/ Edward R. Newbern

Edward R. Newbern, Director
    
    Date:
    
    March 30, 2007Carl R. Sewell, Jr., Director
    
    Date:
    
    March , 2007/s/ Bart R. Smith

Bart R. Smith, Director
    
    Date:
    
    March 30, 2007Gleamer L. Smith, Jr., Director
    
    Date:
    
    March , 2007David G. Sorrell, Director
    
    Date:
    
    March , 2007/s/ Robert L. Stewart, Jr.

Robert L. Stewart, Jr., Director
    
    Date:
    
    March 30, 2007
 39