GREATER ROME BANCSHARES, INC.
                                 AND SUBSIDIARY

                        Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                 (with Independent Accountants' Report thereon)


<PAGE>




                [LOGO OF PORTER KEADLE MOORE, LLP APPEARS HERE]

                            Porter Keadle Moore, LLP




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
Greater Rome Bancshares, Inc.
Rome, Georgia

We have audited the  accompanying  consolidated  balance  sheets of Greater Rome
Bancshares,  Inc.  and  subsidiary  as of December  31,  1999 and 1998,  and the
related consolidated statements of earnings and comprehensive income, changes in
stockholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of Greater  Rome
Bancshares,  Inc.  and  subsidiary  as of December  31,  1999 and 1998,  and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1999,  in  conformity  with  generally  accepted
accounting principles.

                                           /s/ Porter Keadle Moore, LLP


Atlanta, Georgia
February 18, 2000


<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets

                           December 31, 1999 and 1998

                                                        Assets
                                                        ------

<TABLE>
<CAPTION>
                                                                                             1999             1998
                                                                                             ----             ----
<S>                                                                                     <C>                <C>
Cash and due from banks, including reserve
   requirements of $194,000 in 1999 and $108,000 in 1998                                $  1,882,436       1,240,284
Federal funds sold                                                                         2,889,000       2,132,000
Interest bearing deposits                                                                    258,216       1,137,526
                                                                                          ----------      ----------
     Cash and cash equivalents                                                             5,029,652       4,509,810

Securities available for sale                                                             12,863,973       4,834,617
Securities held to maturity                                                                1,878,932       6,307,534
Loans, net                                                                                55,090,512      41,352,500
Premises and equipment, net                                                                2,811,150       2,726,188
Accrued interest receivable                                                                  541,491         462,949
Bank owned life insurance                                                                  1,208,251         350,000
Federal Home Loan Bank Stock                                                                 450,000         509,200
Other assets                                                                                 538,170         389,044
                                                                                          ----------      ----------
                                                                                        $ 80,412,131      61,441,842
                                                                                          ==========      ==========


                                         Liabilities and Stockholders' Equity
                                         ------------------------------------

Deposits:
  Demand                                                                                $  8,244,704       6,009,623
  Interest - bearing demand                                                                5,396,309       3,579,780
  Savings                                                                                  9,560,218       7,733,706
  Time                                                                                    28,624,343      24,830,666
  Time, over $100,000                                                                     11,397,949       6,704,185
                                                                                          ----------      ----------

     Total deposits                                                                       63,223,523      48,857,960

Federal Home Loan Bank borrowings                                                          8,000,000       5,000,000
Securities sold under repurchase agreement                                                 1,500,000             -
Federal funds purchased                                                                          -           500,000
Accrued interest payable                                                                     144,166         101,204
Other liabilities                                                                            244,709         170,725
                                                                                          ----------      ----------

          Total liabilities                                                               73,112,398      54,629,889
                                                                                          ----------      ----------

Commitments

Stockholders' equity:
Preferred stock, par value $1.00 per share;
    100,000 shares authorized; no shares issued or outstanding                                   -               -
Common stock, par value $.01 per share; 10,000,000 shares authorized;
    701,600 and 701,600 shares issued and outstanding                                          7,016           7,016
Additional paid-in capital                                                                 6,946,101       6,946,101
Accumulated earnings (deficit)                                                               507,432        (144,640)
Accumulated other comprehensive (loss) income                                               (160,816)          3,476
                                                                                          ----------      ----------

          Total stockholders' equity                                                       7,299,733       6,811,953
                                                                                          ----------      ----------

                                                                                        $ 80,412,131      61,441,842
                                                                                          ==========      ==========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       3
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

          Consolidated Statements of Earnings and Comprehensive Income


              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                                                            1999           1998           1997
                                                                            ----           ----           ----
<S>                                                                    <C>              <C>            <C>
Interest income:
  Interest and fees on loans                                           $ 4,557,789      3,659,279      2,255,079
  Interest and dividends on investments                                    701,369        637,964        482,641
  Interest on federal funds sold and deposits with other banks             211,492        152,121        100,499
                                                                         ---------      ---------      ---------
     Total interest income                                               5,470,650      4,449,364      2,838,219
                                                                         ---------      ---------      ---------
Interest expense:
  Time deposits                                                          1,865,575      1,573,504        963,689
  Savings deposits                                                         309,925        261,753        160,563
  Interest bearing demand deposits                                          92,527         64,355         55,224
  Other                                                                    363,439        247,622         79,841
                                                                         ---------      ---------      ---------
     Total interest expense                                              2,631,466      2,147,234      1,259,317
                                                                         ---------      ---------      ---------
     Net interest income                                                 2,839,184      2,302,130      1,578,902

Provision for loan losses                                                  140,761        255,640        433,694
                                                                         ---------      ---------      ---------
     Net interest income after provision for loan losses                 2,698,423      2,046,490      1,145,208
                                                                         ---------      ---------      ---------
Other income:
  Service charges                                                          195,588        147,718         97,380
  Other                                                                    215,858        143,569         61,484
                                                                         ---------      ---------      ---------
     Total other income                                                    411,446        291,287        158,864
                                                                         ---------      ---------      ---------
Other expenses:
  Salaries and employee benefits                                         1,109,797        953,984        834,413
  Occupancy                                                                334,699        308,027        255,629
  Other operating                                                          696,389        604,323        420,370
                                                                         ---------      ---------      ---------
     Total other expenses                                                2,140,885      1,866,334      1,510,412
                                                                         ---------      ---------      ---------
     Income (loss) before income taxes                                     968,984        471,443       (206,340)

Income tax (expense) benefit                                              (316,912)       (97,206)       248,283
                                                                         ---------      ---------      ---------
     Net earnings                                                      $   652,072        374,237         41,943
                                                                         =========      =========      =========
Other comprehensive income before tax:

  Unrealized gains (losses) on securities available for sale
     arising during the period, net of (benefit) tax of $(100,525),    $  (164,292)        (1,309)         3,125
     $2,127 and $0                                                       ---------      ---------      ---------

Comprehensive income                                                   $   487,780        372,928         45,068
                                                                         =========      =========      =========
Net earnings per share                                                 $      0.93           0.53           0.06
                                                                         =========      =========      =========
Diluted net earnings per share                                         $      0.90           0.53           0.06
                                                                         =========      =========      =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>




                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY


           Consolidated Statements of Changes in Stockholders' Equity

              For the Years Ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>

                                                         Additional  Accumulated  Accumulated Other
                                                Common     Paid-In    (Deficit)     Comprehensive
                                                 Stock     Capital     Earnings       Income         Total
                                                 -----     -------     -------        ------         -----
<S>                                            <C>       <C>         <C>               <C>       <C>
Balance December 31, 1996                      $ 7,000   6,930,117    (560,820)          1,660     6,377,957

Change in unrealized gain on
    investment securities available for sale       -          -           -              3,125         3,125

Net earnings                                       -          -         41,943           -           41,943
                                                 -----   ---------    --------         -------     ---------
Balance, December 31, 1997                       7,000   6,930,117    (518,877)          4,785     6,423,025

Exercise of stock options                           16      15,984        -               -           16,000

Change in unrealized gain on investment
   securities available for sale, net of tax       -          -           -             (1,309)       (1,309)

Net earnings                                       -          -        374,237            -          374,237
                                                 -----   ---------    --------         -------     ---------
Balance, December 31, 1998                       7,016   6,946,101    (144,640)          3,476     6,811,953

Change in unrealized loss on
   investment securities available for sale        -          -           -           (164,292)     (164,292)

Net earnings                                       -          -        652,072            -          652,072
                                                 -----   ---------    --------         -------     ---------
Balance, December 31, 1999                     $ 7,016   6,946,101     507,432        (160,816)    7,299,733
                                                 =====   =========    ========        =========    =========

</TABLE>


























See accompanying notes to consolidated financial statements.


                                       5
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

              For the Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                          1999           1998            1997
                                                                                          ----           ----            ----
<S>                                                                                <C>                  <C>              <C>
Cash flows from operating activities:
     Net earnings                                                                  $    652,072         374,237          41,943
     Adjustments to reconcile net earnings to net cash used by operating
       activities:
      Depreciation, amortization and accretion                                          208,490         174,806         147,050
      Provision for loan losses                                                         140,761         255,640         433,694
      Provision for deferred income taxes                                                  -             (3,758)       (248,283)
      Change in:
        Interest receivable                                                             (78,542)       (106,654)       (163,493)
        Other assets                                                                    (86,854)          4,170         (65,471)
        Interest payable                                                                 42,962          24,618          38,071
        Other liabilities                                                                73,984          13,764        (116,846)
                                                                                     ----------      ----------      ----------
        Net cash provided by operating activities                                       952,873         736,823          66,665
                                                                                     ----------      ----------      ----------
Cash flows from investing activities:
  Proceeds from maturities and calls of securities available for sale                 3,200,802       1,104,440         249,709
  Proceeds from maturities and calls of securities held to maturity                     536,036       5,304,286         801,890
  Purchases of securities available for sale                                         (7,120,580)     (3,742,598)       (952,453)
  Purchases of securities held to maturity                                             (494,219)     (5,284,954)     (2,377,684)
  Redemption (Purchase) of FHLB stock                                                    59,200         (19,000)       (490,200)
  Purchase of bank owned life insurance                                                (820,000)       (350,000)           --
  Net increase in loans                                                             (13,878,773)    (11,885,717)    (17,060,516)
  Purchases of premises and equipment                                                  (281,060)       (625,675)       (318,433)
                                                                                     ----------      ----------      ----------
        Net cash used by investing activities                                       (18,798,594)    (15,499,218)    (20,147,687)

Cash flows from financing activities:
  Net change in deposits                                                             14,365,563      15,291,781      13,721,643
  Federal Home Loan Bank advances                                                     3,000,000       1,000,000       4,000,000
  Change in securities sold under repurchase agreements                               1,500,000        (500,000)        500,000
  Change in federal funds purchased                                                    (500,000)        500,000            -
  Proceeds from stock options exercised                                                    -             16,000            -
                                                                                     ----------      ----------      ----------
        Net cash  provided by financing activities                                   18,365,563      16,307,781      18,221,643
                                                                                     ----------      ----------      ----------
Net change in cash and cash equivalents                                                 519,842      1, 545,386      (1,859,379)
                                                                                     ----------      ----------      ----------
Cash and cash equivalents at beginning of year                                        4,509,810       2,964,424       4,823,803
                                                                                     ----------      ----------      ----------
Cash and cash equivalents at end of year                                           $  5,029,652       4,509,810       2,964,424
                                                                                     ==========      ==========      ==========
Supplementary  disclosures of cash flow  information:
  Cash paid during the year for:
    Interest                                                                       $  2,588,504       2,053,095       1,221,246
    Taxes                                                                          $    299,461          78,000            -
Non cash investing and financing activities:
    Transfer of held to maturity securities to available for sale                  $  4,387,335            -               -
    Change in unrealized (loss) gain on securities available for sale              $   (164,292)         (1,309)          3,125

</TABLE>



See accompanying notes to consolidated financial statements.


                                       6
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

(1)   Summary of Significant Accounting Policies

      Organization
      ------------
      Greater Rome  Bancshares,  Inc. (the  "Company") is a bank holding company
      whose business is conducted by its wholly-owned  bank subsidiary,  Greater
      Rome Bank (the  "Bank").  The Company is subject to  regulation  under the
      Bank Holding Company Act of 1956.

      The Bank is a  commercial  bank that  serves  Rome,  Georgia,  a community
      located   approximately  50  miles  north  of  metropolitan  Atlanta,  and
      surrounding Floyd County. The Bank is chartered and regulated by the State
      of Georgia Department of Banking and Finance and is insured and subject to
      regulation by the Federal Deposit Insurance Corporation.

      Basis of Presentation and Reclassification
      ------------------------------------------
      The consolidated  financial statements include the accounts of the Company
      and the  Bank.  All  intercompany  accounts  and  transactions  have  been
      eliminated  in  consolidation.  Certain  1998 and 1997  amounts  have been
      reclassified to conform to the 1999 presentation.

      The accounting  principles  followed by Greater Rome Bancshares,  Inc. and
      its subsidiary, and the methods of applying these principles, conform with
      generally  accepted  accounting   principles  ("GAAP")  and  with  general
      practices within the banking industry.  In preparing financial  statements
      in  conformity  with GAAP,  management  is required to make  estimates and
      assumptions that affect the reported amounts in the financial  statements.
      Actual results could differ  significantly from those estimates.  Material
      estimates common to the banking industry that are particularly susceptible
      to  significant  change in the near term include,  but are not limited to,
      the  determination  of the  allowance for loan losses and the valuation of
      real  estate  acquired in  connection  with or in lieu of  foreclosure  on
      loans.

      Cash and Cash Equivalents
      -------------------------
      For presentation  purposes in the  consolidated  statements of cash flows,
      cash and cash  equivalents  include cash on hand,  amounts due from banks,
      interest-bearing deposits with banks and federal funds sold.

      Investment Securities
      ---------------------
      The Company classifies its securities in one of three categories: trading,
      available for sale, or held to maturity. Trading securities are bought and
      held  principally for sale in the near term.  Held to maturity  securities
      are those  securities  for which the Company has the ability and intent to
      hold until maturity.  All other securities not included in trading or held
      to maturity are  classified as available for sale.  The Company's  current
      investment policy prohibits trading activity.

      Held to  maturity  securities  are  recorded  at  cost,  adjusted  for the
      amortization   or  accretion  of  premiums  or  discounts.   Transfers  of
      securities  between  categories  are recorded at fair value at the date of
      transfer.  Unrealized holding gains or losses associated with transfers of
      securities  from held to maturity to available  for sale are recorded as a
      separate component of stockholders' equity.

      Available  for  sale  securities  consist  of  investment  securities  not
      classified as trading  securities or held to maturity  securities  and are
      recorded at fair value.  Unrealized holding gains and losses on securities
      available  for sale are  excluded  from  earnings  and are  reported  as a
      separate component of stockholders' equity until realized.

      A  decline  in the  market  value  of any  available  for  sale or held to
      maturity  investment  below cost that is deemed  other than  temporary  is
      charged to earnings and establishes a new cost basis for the security.

      Premiums and  discounts  are  amortized  or accreted  over the life of the
      related security as an adjustment to the yield.  Realized gains and losses
      for  securities  classified as available for sale and held to maturity are
      included in earnings  and are derived  using the  specific  identification
      method for determining the cost of securities sold.


                                       7
<PAGE>




                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(1)   Summary of Significant Accounting Policies, continued
      Loans, Loan Fees and Interest Income
      ------------------------------------
      Loans  that  management  has  the  intent  and  ability  to  hold  for the
      foreseeable  future or until maturity are reported at the principal amount
      outstanding, net of the allowance for loan losses and any deferred fees or
      costs on originated loans. Interest on all loans is calculated principally
      by using the simple  interest method on the daily balance of the principal
      amount outstanding.

      A loan is  considered  impaired  when,  based on current  information  and
      events,  it is probable that all amounts due according to the  contractual
      terms of the loan  agreement  will not be  collected.  Impaired  loans are
      measured  based  on the  present  value  of  expected  future  cash  flows
      discounted  at the  loan's  effective  interest  rate,  or at  the  loan's
      observable  market  price,  or at the fair value of the  collateral of the
      loan if the loan is collateral  dependent.  Interest  income from impaired
      loans is  recognized  using a cash basis method of  accounting  during the
      time within that period in which the loans were impaired.

      Allowance for Loan Losses
      -------------------------
      The Bank's provision for loan losses is based upon management's continuing
      review and  evaluation of the loan  portfolio and is intended to create an
      allowance  adequate to absorb losses on loans outstanding as of the end of
      each reporting period. For individually  significant  loans,  management's
      review consists of evaluations of the financial  strength of the borrowers
      and the  related  collateral.  The  review of  groups of loans,  which are
      individually insignificant, is based upon delinquency status of the group,
      lending policies, and collection experience.

      Management believes that the allowance for loan losses is adequate.  While
      management uses available information to recognize losses on loans, future
      additions to the allowance  may be necessary  based on changes in economic
      conditions. In addition,  various regulatory agencies, as an integral part
      of their examination  process,  periodically review the allowance for loan
      losses.  Such agencies may require the Bank to recognize  additions to the
      allowance based on their judgments of information available to them at the
      time of their examination.

      Premises and Equipment
      ----------------------
      Premises and equipment are stated at cost less  accumulated  depreciation.
      Major additions and  improvements  are charged to the asset accounts while
      maintenance  and repairs that do not improve or extend the useful lives of
      the assets are  expensed  currently.  When assets are retired or otherwise
      disposed  of, the cost and related  accumulated  depreciation  are removed
      from the  accounts,  and any gain or loss is reflected in earnings for the
      period.

      Depreciation  expense is computed using the straight-line  method over the
      following estimated useful lives:

         Building                                40  years
         Land improvements                       20  years
         Furniture, fixtures and equipment       2-7 years




                                       8
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(1)   Summary of Significant Accounting Policies, continued
      Income Taxes
      ------------
      Deferred  tax  assets  and  liabilities  are  recorded  for the future tax
      consequences  attributable to differences  between the financial statement
      carrying  amounts of existing assets and liabilities and their  respective
      tax bases. Future tax benefits,  such as net operating loss carryforwards,
      are  recognized  to the extent that  realization  of such benefits is more
      likely than not.  Deferred tax assets and  liabilities  are measured using
      enacted  tax rates  expected  to apply to  taxable  income in the years in
      which the assets and  liabilities are expected to be recovered or settled.
      The effect on deferred tax assets and liabilities of a change in tax rates
      is  recognized  in income  tax  expense in the period  that  includes  the
      enactment date.

      In the event the  future  tax  consequences  of  differences  between  the
      financial  reporting  bases and the tax bases of the Company's  assets and
      liabilities   results  in  deferred  tax  assets,  an  evaluation  of  the
      probability of being able to realize the future benefits indicated by such
      asset is  required.  A valuation  allowance is provided for the portion of
      the  deferred  tax asset when it is more likely than not that some portion
      or all of the deferred tax asset will not be  realized.  In assessing  the
      realizability  of  the  deferred  tax  assets,  management  considers  the
      scheduled reversals of deferred tax liabilities,  projected future taxable
      income, and tax planning strategies.

      Net Earnings Per Share
      ----------------------
      The Company  presents  earnings  per share with and  without the  dilutive
      effects of  potential  common stock  issuances  from  instruments  such as
      options, convertible securities and warrants on the statement of earnings.
      Additionally, the reconciliation of the amounts used in the computation of
      both  "earnings per share" and "diluted  earnings per share" for the years
      ended December 31, 1999, 1998 and 1997 are presented:
<TABLE>
<CAPTION>

For the year ended December 31, 1999                                Net              Common       Per Share
                                                                 Earnings             Share         Amount
                                                                 --------             -----         ------
<S>                                                     <C>                          <C>            <C>
Earnings per share                                      $         652,072            701,600         0.93

Effect of stock options                                              -                19,467          -
                                                                  -------            -------         ----
Diluted earnings per share                              $         652,072            721,067         0.90
                                                                  =======            =======         ====

For the year ended December 31, 1998                                Net              Common       Per Share
                                                                 Earnings             Share         Amount
                                                                 --------             -----         -----
Earnings per share                                      $         374,237            700,309         0.53

Effect of stock options                                              -                10,529          -
                                                                  -------            -------         ----

Diluted earnings per share                              $         374,237            710,838         0.53
                                                                  =======            =======         ====

For the year ended December 31, 1997                                Net              Common       Per Share
                                                                 Earnings             Share         Amount
                                                                 --------            ------       ---------
Earnings per share                                      $          41,943            700,000          0.06

Effect of stock options                                              -                 5,713           -
                                                                  -------            -------          ----
Diluted earnings per share                              $          41,943            705,713          0.06
                                                                  =======            =======          ====
</TABLE>


                                       9
<PAGE>




                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(1)   Summary of Significant Accounting Policies, continued
      Recent Accounting Pronouncements
      --------------------------------
      In 1998,  the Financial  Accounting  Standards  Board issued  Statement of
      Financial  Accounting  Standards  No. 133 ("SFAS  133"),  "Accounting  for
      Derivative  Instruments  and  Hedging  Activities".  SFAS 133  establishes
      accounting  and  reporting   standards  for  hedging  activities  and  for
      derivative  instruments including derivative instruments embedded in other
      contracts. It requires the fair value recognition of derivatives as assets
      or liabilities in the financial statements. The accounting for the changes
      in the fair  value  of  derivatives  depends  on the  intended  use of the
      derivative instruments at inception. Instruments used as fair value hedges
      account  for the  change  in fair  value  in the  earnings  of the  period
      simultaneous  with  accounting for the fair value change of the item being
      hedged.  Cash flow  hedges  account  for the  change in fair  value of the
      effective portion in comprehensive income rather than earnings and foreign
      currency hedges are accounted for in  comprehensive  income as part of the
      translation adjustment.  Derivative instruments that are not intended as a
      hedge  account for the change in fair value in the  earnings of the period
      of the  change.  In 1999,  Statement  No. 137 was issued,  which  deferred
      implementation  of SFAS 133 to become  effective  for all fiscal  quarters
      beginning  after June 15, 2000,  but initial  application of the statement
      must be made as of the  beginning of the  quarter.  At the date of initial
      application, an entity may transfer any held to maturity security into the
      available for sale or trading categories without calling into question the
      entity's intent to hold other securities to maturity in the future.

      In June of 1999,  management made the one-time  election under SFAS 133 to
      reclassify     $4,387,335     in     held-to-maturity     securities    to
      available-for-sale.  At the  time  of the  reclassification,  the  related
      investments  had an unrealized  loss of $65,355.  While the Company has no
      derivative instruments or hedging activity, this pronouncement permits the
      reclassification  made by  management,  which is  expected  to improve the
      flexibility  for  managing  the  interest  rate  risk and cash flow of the
      Bank's investment portfolio.

 (2)  Investment Securities
      Investment  securities  at December  31, 1999 and 1998 are  summarized  as
      follows:
<TABLE>
<CAPTION>

      Securities Held to Maturity                                               December 31, 1999
                                                                                -----------------
                                                                              Gross            Gross        Estimated
                                                           Amortized        Unrealized      Unrealized         Fair
                                                             Cost             Gains           Losses          Value
                                                             ----             -----           ------          -----
<S>                                                   <C>                      <C>             <C>          <C>
      U.S. Government agencies                        $      494,533            -              12,456         482,077
      State, county and municipalities                     1,384,399            -              74,718       1,309,681
                                                           ---------           ---             ------       ---------
                                                      $    1,878,932                           87,174       1,791,758
                                                           =========           ===             ======       =========


                                                                                December 31, 1998
                                                                                -----------------
                                                                              Gross            Gross        Estimated
                                                           Amortized        Unrealized      Unrealized         Fair
                                                             Cost             Gains           Losses          Value
                                                             ----             -----           ------          -----
      U.S. Government agencies                        $    4,649,962          33,074              125       4,682,911
      State, county, and municipals                        1,384,299           6,119            2,713       1,387,705
      Mortgage-backed securities                             273,273           1,362              -           274,635
                                                           ---------          ------            -----       ---------
                                                      $    6,307,534          40,555            2,838       6,345,251
                                                           =========          ======            =====       =========
</TABLE>




                                       10
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

Investment Securities, continued
<TABLE>
<CAPTION>

      Securities Available for Sale                                       December 31, 1999
                                                                          -----------------
                                                                           Gross         Gross         Estimated
                                                          Amortized      Unrealized    Unrealized         Fair
                                                             Cost          Gains         Losses          Value
                                                             ----          -----         ------          -----
      U.S. Government agencies                        $    5,018,821          -           98,715       4,920,106
      State, county, and municipals                        1,700,498         263          69,034       1,631,727
      Mortgage-backed securities                           6,403,868         223          91,951       6,312,140
                                                          ----------         ---         -------      ----------
                                                      $   13,123,187         486         259,700      12,863,973
                                                          ==========         ===         =======      ==========
<CAPTION>
                                                                          December 31, 1998
                                                                          -----------------
                                                                           Gross         Gross         Estimated
                                                          Amortized      Unrealized    Unrealized         Fair
                                                             Cost          Gains         Losses          Value
                                                             ----          -----         ------          -----
      <S>                                            <C>                  <C>             <C>          <C>
      U.S. Treasuries                                $     1,699,949       5,973            -          1,705,922
      Mortgage-backed securities                           3,129,066       5,874           6,245       3,128,695
                                                           ---------       -----           -----       ---------
                                                     $     4,829,015      11,847           6,245       4,834,617
                                                          ==========      ======           =====       =========
</TABLE>

      The amortized  cost and estimated  fair value of investment  securities at
      December 31, 1999,  by  contractual  maturity,  are shown below.  Expected
      maturities of certain  securities will differ from contractual  maturities
      because borrowers may have the right to call or prepay certain obligations
      with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                            Securities Available             Securities Held
                                                                  for Sale                    to Maturity
                                                            --------------------             ---------------
                                                          Amortized      Estimated      Amortized      Estimated
                                                            Cost         Fair Value        Cost        Fair Value
                                                            ----         ----------        ----        ----------
       <S>                                          <C>                  <C>            <C>             <C>
       U.S. Government agencies:
         Within 1 year                              $         -              -              -               -
         1 to 5 years                                     4,649,226      4,551,903          -               -
         5 to 10 years                                        -              -           494,533         482,077
         Greater than 10 years                              369,595        368,203          -               -
                                                          ---------      ---------     ---------         -------
                                                          5,018,821      4,920,106       494,533         482,077
                                                          ---------      ---------     ---------         -------
       State, county and municipal:
         Within 1 year                                      275,000        275,262          -               -
         1 to 5 years                                       249,274        249,274          -               -
         5 to 10 years                                      557,352        546,706     1,384,399       1,309,681
         Greater than 10 years                              618,872        560,485          -               -
                                                          ---------      ---------     ---------       ---------
                                                          1,700,498      1,631,727     1,384,399       1,309,681
                                                          ---------      ---------     ---------       ---------
       Mortgage-backed securities                         6,403,868      6,312,140          -               -
                                                          ---------      ---------     ---------       ---------
                          Total                     $    13,123,187     12,863,973     1,878,932       1,791,758
                                                         ==========     ==========     =========       =========
</TABLE>

      At December 31, 1999,  securities  totaling  $1,575,781 were pledged under
      short-term repurchase agreements with a correspondent bank.


                                       11
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(3)   Loans
      Major classifications of loans at December 31, 1999 and 1998 are presented
      below.
<TABLE>
<CAPTION>

                                                                                                 1999            1998
                                                                                                 ----            ----

           <S>                                                                         <C>                    <C>
           Commercial                                                                  $      13,438,239      11,518,652
           Real estate - mortgage                                                             27,356,312      19,271,316
           Real estate - construction                                                          2,534,684       1,226,296
           Installment and other consumer                                                     12,490,147       9,960,566
                                                                                              ----------       ---------
                   Total loans                                                                55,819,382      41,976,830
                   Less:  Unearned fees                                                           44,739          55,145
                          Allowance for loan losses                                              684,131         569,185
                                                                                              ----------      ----------
                   Total net loans                                                     $      55,090,512      41,352,500
                                                                                              ==========      ==========
</TABLE>

      The Bank  grants  loans and  extensions  of credit  to  individuals  and a
      variety  of firms and  corporations  located  primarily  in Floyd  County,
      Georgia. Although the Bank has a diversified loan portfolio, a substantial
      portion of the loan portfolio is collateralized by improved and unimproved
      real estate.  FHLB  advances are secured by the FHLB stock with a value of
      $450,000  in  addition  to  qualifying   first   mortgage  loans  totaling
      $14,238,300.

      An analysis of the activity in the allowance for loan losses for the years
      ended December 31, 1999, 1998 and 1997 is presented below:
<TABLE>
<CAPTION>

                                                                                       1999          1998          1997
                                                                                       ----          ----          ----
               <S>                                                              <C>                 <C>            <C>
               Balance at beginning of year                                     $     569,185       480,544       133,342
               Provision charged to operations                                        140,761       255,640       433,694
               Loans charged off                                                      (63,025)     (188,456)      (87,254)
               Recoveries                                                              37,210        21,457           762
                                                                                      -------       -------       -------
               Balance at end of year                                           $     684,131       569,185       480,544
                                                                                      =======       =======       =======
</TABLE>

(4)   Premises and Equipment
      Premises and  equipment at December  31, 1999 and 1998 are  summarized  as
      follows:
<TABLE>
<CAPTION>

                                                                                                   1999           1998
                                                                                                   ----           ----
               <S>                                                                       <C>                   <C>
               Land                                                                      $         774,651       589,669
               Land improvements                                                                   235,065       235,065
               Buildings and improvements                                                        1,470,100     1,472,842
               Furniture, fixtures and equipment                                                   819,932       735,292
               Construction in progress                                                              6,250          -
                                                                                                 ---------     ---------
                                                                                                 3,305,998     3,032,868
               Less: Accumulated depreciation                                                      494,848       306,680
                                                                                                 ---------     ---------
                                                                                         $       2,811,150     2,726,188
                                                                                                 =========     =========
</TABLE>

      Depreciation  expense was  $196,099,  $170,881  and $146,118 for the years
      ended December 31, 1999, 1998 and 1997, respectively.


                                       12
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(5)   Time Deposits
      The  scheduled  maturities of time deposits as of December 31, 1999 are as
      follows:

                                 2000   $      33,110,915
                                 2001           5,765,682
                                 2002           1,143,632
                                 2003               2,063
                                               ----------
                                        $      40,022,292
                                               ==========

 (6)  Income Taxes
      The  components  of income  tax  expense  (benefit)  for the  years  ended
      December 31, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>

                                                               1999          1998          1997
                                                               ----          ----          ----
                  <S>                                  <C>                 <C>          <C>
                  Currently payable                    $     316,912       100,964          -
                  Deferred tax (benefit)                        -           (3,758)      (30,988)
                  Change in valuation allowance                 -             -         (217,295)
                                                             -------       -------       -------
                                                       $     316,912        97,206      (248,283)
                                                             =======       =======       =======
</TABLE>

      The  differences  between the income tax expense or benefit and the amount
      computed by applying the statutory  federal  income tax rate to the income
      or loss before income taxes for the years ended December 31, 1999 and 1998
      relate  primarily to tax exempt interest  income on municipal  investments
      and bank owned life insurance.  Such  differences in 1997 relate primarily
      to the benefit of net operating  loss  carryforwards  not  recognized  and
      changes in the valuation allowance.

      The  following  summarizes  the sources and expected tax  consequences  of
      future taxable deductions which comprise the net deferred taxes:
<TABLE>
<CAPTION>
                                                                                                1999            1998
                                                                                                ----            ----
             <S>                                                                         <C>                  <C>
             Deferred tax assets:
               Deferred pre-opening expenses                                             $     22,871          44,987
               Allowance for loan losses                                                      216,917         176,609
               Operating loss carryforwards                                                     9,006          29,924
               Net unrealized loses on securities available for sale                           98,398            -
               Deferred compensation                                                            7,891          28,470
               Other                                                                           42,234          12,505
                                                                                              -------         -------
                 Total gross deferred tax assets                                              397,317         292,495
                                                                                              -------         -------
             Deferred tax liability:
               Premises and equipment                                                         (46,878)        (40,454)
               Net unrealized gains on securities available for sale                             -             (2,127)
                                                                                              -------         -------
                                                                                              (46,878)        (42,581)
                                                                                              -------         -------
                 Net deferred taxes                                                      $    350,439         249,914
                                                                                              =======         =======
</TABLE>

      At  December  31,  1999,  the  Company  had a  state  net  operating  loss
      carryforward for tax purposes of approximately $227,424,  which will begin
      to expire in 2009 if not previously utilized.


                                       13
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(7)   Lines of Credit
      At December 31, 1999,  the Bank had fixed rate advances  outstanding  from
      the Federal Home Loan Bank (FHLB) of Atlanta amounting to $8,000,000.  The
      following advances required monthly or quarterly interest payments:
<TABLE>
<CAPTION>

                                Advance        Interest Rate      Maturity                   Call Feature
                                -------        -------------      --------                   ------------
                         <S>                      <C>             <C>                      <C>
                         $     3,000,000           6.19%          12/06/04                 Callable 12/6/01
                               2,000,000           5.71%           9/28/04                 Callable 9/28/01
                               1,000,000           5.01%           4/22/04                 Callable 4/22/01
                               1,000,000           5.40%           6/18/03                 Callable 6/18/00
                               1,000,000           4.97%          10/16/00                         -
</TABLE>

      At December 31, 1998,  the Bank had fixed rate advances  outstanding  from
      the FHLB of  Atlanta  amounting  to  $5,000,000.  The  following  advances
      required monthly or quarterly interest payments:
<TABLE>
<CAPTION>

                                Advance        Interest Rate      Maturity                   Call Feature
                                -------        -------------      --------                   ------------
                         <S>                       <C>             <C>              <C>
                         $     2,000,000           5.66%           9/24/02                 Callable 9/24/99
                               1,000,000           5.45%           9/08/00          Callable quarterly after 3/8/98
                               1,000,000           5.40%           6/18/03                 Callable 6/18/00
                               1,000,000           4.97%          10/16/00                         -
</TABLE>

      The FHLB  advances  are  secured by the  Bank's  stock in the FHLB and its
      investments in first mortgage  loans. As of December 31, 1999 and 1998 the
      Bank pledged  $14,238,300 and $6,778,077,  respectively,  as collateral to
      the FHLB  borrowings.  If called,  the  advances  will be  converted  into
      three-month  LIBOR-based floating rate advances at three-month LIBOR flat.
      Additionally,  at December 31,  1999,  the Bank had unused lines of credit
      totaling $4,500,000 which represents credit for overnight  borrowings from
      financial institutions.

(8)   Stockholders' Equity
      Dividends  paid by the Bank are the primary  source of funds  available to
      the Company. Banking regulations limit the amount of dividends that may be
      paid  without  prior  approval  of  the  regulatory   authorities.   These
      restrictions are based on the level of regulatory capital and retained net
      earnings in prior  years.  At December  31,  1999,  the maximum  amount of
      dividends that could be paid by the Bank was $218,214.

      Shares of  preferred  stock may be issued from time to time in one or more
      series as may be  established  by  resolution of the board of directors of
      the Company.  Each  resolution  shall include the number of shares issued,
      preferences,  dividend  provisions,  special  rights  and  limitations  as
      determined by the board.

 (9)  Stock Incentive Plan
      The Company has a Stock  Incentive  Plan whereby  105,000 shares of common
      stock have been  reserved  for  issuance  pursuant to the plan,  which may
      include  options,  stock  appreciation  rights,  stock  awards,   dividend
      equivalent rights,  performance unit awards, or phantom shares.  Incentive
      stock  options are granted to employees  at exercise  prices not less than
      fair  market  value at the date of grant.  The  options  vest  evenly over
      three,  four and five year periods and are  exercisable  no later than ten
      years from the date of grant.  At December 31, 1999,  11,500  options were
      available for distribution.


                                       14
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(9)   Stock Incentive Plan, continued
      During  1997 the Board of  Directors  of the  Company  granted  options to
      purchase  shares  of  common  stock  in the  Company  to the  non-employee
      directors  of the  Company  and the  Bank.  Each  of the ten  non-employee
      directors  was awarded an option to purchase  3,500  shares at an exercise
      price of $10,  which  was  equal to the fair  market  value at the date of
      grant.   The  options  vest  evenly  over  a  four-year   period  and  are
      exerciseable  no later than ten years from the date of grant.  During 1999
      the Board of Directors of the Company  granted  options to purchase shares
      of  common  stock in the  Company  to the  non-employee  directors  of the
      Company and the Bank. Each of the ten  non-employee  directors was awarded
      an option to purchase  3,500 shares at an exercise price of $12, which was
      equal to the fair  market  value at the date of grant.  The  options  vest
      evenly  over a  five-year  period and are  exerciseable  no later than ten
      years from the date of grant.

      A summary  status of the  Company's  stock plans as of December  31, 1999,
      1998 and 1997, and changes during the years, are presented below:
<TABLE>
<CAPTION>
                                                     1999                       1998                      1997
                                             ----------------------     ---------------------    -----------------------
                                                           Weighted                  Weighted                   Weighted
                                                            Average                   Average                    Average
                                                           Exercise                  Exercise                   Exercise
                                               Shares        Price         Shares      Price       Shares        Price
                                               ------        -----         ------      -----       ------         -----
      <S>                                     <C>           <C>           <C>         <C>          <C>            <C>
      Outstanding, beginning of year          107,000       $ 10.13       99,000      $ 10.00      63,000         $10.00
      Granted during the year                  54,900       $ 12.00       14,000      $ 11.00      37,000         $10.00
      Exercised during the year                  -              -         (1,600)     $ 10.00        -               -
      Forfeited during the year                  -              -         (4,400)     $ 10.00      (1,000)        $10.00
                                              -------         -----       ------                   ------
      Outstanding, end of year                161,900       $ 10.76      107,000      $ 10.13      99,000         $10.00
                                              =======                    =======                   ======
      Options exercisable at year end          56,100       $ 10.04       35,000      $ 10.00      17,200         $10.00
                                             ========                    =======                   ======
      Weighted average fair value of
      options granted during the year                         $6.34                     $4.98                     $ 3.79
                                                              =====                     =====                       ====
      Range of exercise prices                           $10 to $12
      Weighted average remaining
      contractual lives (years)                                8.43
</TABLE>

      The Company is encouraged,  but not required, to compute the fair value of
      options at the date of grant and to recognize  such costs as  compensation
      expense  over the  vesting  period or  immediately  if only  subject  to a
      service  requirement  and the award is expected  to vest.  The Company has
      chosen not to adopt these cost  recognition  principles.  No  compensation
      expense has been  recognized  in 1999,  1998 and 1997 related to the stock
      option plan. Had  compensation  cost been  determined  based upon the fair
      value of the options at the grant dates,  the  Company's  net earnings and
      net earnings  per share would have been  reduced to the  proforma  amounts
      indicated below:
<TABLE>
<CAPTION>
                                                                                       1999          1998          1997
                                                                                       ----          ----          ----
      <S>                                   <C>                              <C>                   <C>           <C>
      Net earnings (loss)                   As reported                      $        652,072      374,237        41,943
                                            Proforma                         $        436,132      304,525       (42,649)

      Earnings (loss) per share             As reported                      $           0.93         0.53           .06
                                            Proforma                         $           0.62         0.47          (.06)

      Diluted earnings (loss) per share     As reported                      $           0.90         0.53           .06
                                            Proforma                         $           0.60         0.47          (.06)
</TABLE>



                                       15
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(9)   Stock Incentive Plan, continued
      The fair value of each option is  estimated on the date of grant using the
      Minimum  Value  pricing   model  with  the  following   weighted   average
      assumptions  used for grants in 1999,  1998 and 1997: no dividend yield, a
      risk  free  interest  rate of 6.9%,  4.7% and 5.0%,  respectively,  and an
      expected  life of 10 years for all years.  For  disclosure  purposes,  the
      Company  immediately  recognized the expense assuming that all awards will
      vest.

(10)  Bank Owned Life Insurance Policies
      The Company sponsors a defined  contribution post retirement  benefit plan
      to provide  retirement  benefits  to certain  of the  Company's  executive
      officers and to provide death benefits for the  designated  beneficiaries.
      Under  this  plan,  split  dollar  whole  life  insurance  contracts  were
      purchased  on  certain  executive  officers.  The  increase  in  the  cash
      surrender  value  of  the  contracts,  less  the  Bank's  cost  of  funds,
      constitutes the Company's contribution to the plan each year. In the event
      the insurance contracts fail to produce positive returns,  the Company has
      no obligation to contribute to the plan. At December 31, 1999 and 1998 the
      Company incurred expenses of $20,787 and $0, respectively.

(11)  Related Party Transactions
      The Bank conducts  transactions  with  directors  and executive  officers,
      including companies in which they have beneficial interest,  in the normal
      course of  business.  It is the  policy of the Bank that loan and  deposit
      transactions   with   directors   and   executive   officers  be  made  on
      substantially  the  same  terms  as  those  prevailing  at  the  time  for
      comparable loans and deposits to other persons.

      At  December  31,  1999,  the  Company had  deposits  for related  parties
      totaling approximately $5,007,000.

      Additionally,  the following table summarizes  related party loan activity
      during 1999:

             Beginning balance                               $        1,201,550
             New loans                                                1,119,384
             Repayments                                              (1,233,367)
                                                                      ---------
             Ending balance                                  $        1,087,567
                                                                      =========

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

      Quantitative measures established by regulation to ensure capital adequacy
      require the Bank to maintain  minimum amounts and ratios of total and Tier
      1 capital to risk-weighted assets and of Tier 1 capital to average assets.
      Management  believes,  as of December  31,  1999,  that the Bank meets all
      capital adequacy requirements to which it is subject.

      As of December 31,  1999,  the most recent  notification  from the Federal
      Deposit  Insurance  Corporation  categorized the Bank as well  capitalized
      under  the  regulatory  framework  for  prompt  corrective  action.  To be
      categorized  as well  capitalized,  the Bank must  maintain  minimum total
      risk-based,  Tier 1 risk-based, Tier 1 leverage ratios as set forth below.
      There are no conditions or events since that  notification that management
      believes have changed the institution's category.


                                       16
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY


              Notes to Consolidated Financial Statements, continued

(12)  Regulatory Matters, continued
      The Bank's actual  capital  amounts and ratios are also  presented  below.
      Risk  weighted  assets are as of December 31.  Average  assets are for the
      fourth quarter of the year.  Consolidated amounts do not materially differ
      from Bank - only capital amounts and ratios:
<TABLE>
<CAPTION>

                                                                                                        To Be Well
                                                                                                    Capitalized Under
                                                                             For Capital           Prompt Corrective
                                                      Actual               Adequacy Purposes        Action Provisions
                                              --------------------         -----------------        -----------------
                                               Amount         Ratio         Amount        Ratio       Amount       Ratio
                                               ------         -----         ------        -----       ------       -----
      <S>                                     <C>               <C>        <C>              <C>     <C>              <C>
      As of December 31, 1999:
      Total Capital
      (to Risk Weighted Assets)                $ 7,871,000      13%        $4,821,000        8%     $ 6,027,000       10%
      Tier 1 Capital
      (to Risk Weighted Assets)                $ 7,187,000      12%        $2,411,000        4%     $ 3,013,000        6%
      Tier 1 Capital
      (to Average Assets)                      $ 7,187,000       9%        $3,102,000        4%     $ 3,878,000        5%

      As of December 31, 1998:
      Total Capital
      (to Risk Weighted Assets)                $ 7,074,000      16%       $ 3,607,000        8%     $ 4,509,000       10%
      Tier 1 Capital
      (to Risk Weighted Assets)                $ 6,510,000      14%       $ 1,804,000        4%     $ 2,706,000        6%
      Tier 1 Capital
      (to Average Assets)                      $ 6,510,000      11%       $ 2,386,000        4%     $ 2,983,000        5%
</TABLE>

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

      The Bank's exposure to credit loss in the event of  non-performance by the
      other party to the financial  instrument for  commitments to extend credit
      and standby letters of credit is represented by the contractual  amount of
      those  instruments.  The Bank  uses the same  credit  policies  in  making
      commitments  and conditional  obligations as it does for  on-balance-sheet
      instruments.

      In most cases,  the Bank requires  collateral or other security to support
      financial instruments with credit risk.

      The following summarizes commitments as of December 31, 1999 and 1998.
<TABLE>
<CAPTION>

                                                                                                 Approximate
                                                                                               Contract Amount
                                                                                               ---------------
                                                                                              1999          1998
                                                                                              ----          ----
               <S>                                                                     <C>                 <C>
               Financial  instruments  whose contract  amounts  represent credit
                 risk:
                   Commitments to extend credit                                        $     3,926,000     4,192,000
                   Standby letters of credit                                           $        52,000        30,000
                   Credit card guarantees                                              $       159,000       130,000
</TABLE>



                                       17
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

      Commitments  to extend credit are agreements to lend to a customer as long
      as there is no violation of any  condition  established  in the  contract.
      Commitments  generally have fixed  expiration  dates or other  termination
      clauses and may require  payment of a fee.  Since many of the  commitments
      may expire without being drawn upon, the total  commitment  amounts do not
      necessarily  represent future cash  requirements.  The Bank evaluates each
      customer's  creditworthiness  on a case  by  case  basis.  The  amount  of
      collateral  obtained,  if deemed  necessary by the Bank, upon extension of
      credit is based on management's credit evaluation.  Collateral held varies
      but may include  unimproved  and  improved  real estate,  certificates  of
      deposit or personal property.

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

 (14) Supplemental Financial Data
      Components of other  operating  expenses in excess of 1% of total interest
      and other income for the years ended December 31,1999,1998 and 1997 are
      as follows:
<TABLE>
<CAPTION>
                                                                                  1999             1998           1997
                                                                                  ----             ----           ----
        <S>                                                            <C>                       <C>             <C>
        Professional fees                                              $         118,504         109,381         87,142
        Advertising and marketing                                      $          81,611          72,122         50,156
        Processing fees                                                $         203,679         150,500         96,508
        Supplies                                                       $          52,053          43,685         36,156

</TABLE>


                                       18
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(15) Greater Rome Bancshares, Inc. (Parent Company Only) Financial Information

                                                      Balance Sheets

                                                December 31, 1999 and 1998

                                                          Assets
                                                          -----
<TABLE>
<CAPTION>

                                                                                              1999           1998
                                                                                              ----           ----
<S>                                                                                 <C>                  <C>
Cash                                                                                $          1,929         3,555
Federal funds sold                                                                            60,000        70,000
Securities available for sale                                                                189,860       201,156
Investment in Bank                                                                         7,029,114     6,514,416
Other assets                                                                                  24,046        30,526
                                                                                           ---------     ---------
                                                                                    $      7,304,949     6,819,653
                                                                                           =========     =========

                                            Liabilities and Stockholders' Equity
                                            ------------------------------------

Other liabilities                                                                   $          5,216         7,700
Stockholders' equity                                                                       7,299,733     6,811,953
                                                                                           ---------     ---------
                                                                                    $      7,304,949     6,819,653
                                                                                           =========     =========
</TABLE>
<TABLE>
<CAPTION>

                             Statements of Earnings

              For the Years Ended December 31, 1999, 1998 and 1997

                                                                                 1999          1998          1997
                                                                                 ----          ----          ----
  <S>                                                                <C>                     <C>            <C>
  Interest income                                                    $          14,299        15,877        15,852
  Other operating expenses                                                      55,505        72,912        31,653
                                                                               -------       -------        ------
    Loss before income taxes and equity in undistributed
      earnings of Bank                                                         (41,206)      (57,035)      (15,801)

  Income tax (expense) benefit                                                  15,642        (5,155)       46,072
                                                                               -------       -------        ------
    Earnings (losses) before equity in undistributed
      earnings of Bank                                                         (25,564)      (62,190)       30,271
  Equity in undistributed earnings of Bank                                     677,636       436,427        11,672
                                                                               -------       -------        ------
    Net earnings                                                     $         652,072       374,237        41,943
                                                                               =======       =======        ======
</TABLE>



                                       19
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(15) Greater Rome Bancshares, Inc. (Parent Company Only) Financial Information,
     continued

                            Statements of Cash Flows

              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                                                                     1999           1998          1997
                                                                                     ----           ----          ----
        <S>                                                               <C>                   <C>           <C>
        Cash flows from operating activities:
          Net earnings                                                    $       652,072        374,237       41,943
          Adjustments to reconcile net earnings to net
            cash used in operating activities:
              Equity in undistributed earnings of Bank                           (677,636)      (436,427)     (11,672)
              Depreciation and amortization                                          -            20,542        7,490
              Other                                                                 2,642         23,340      (48,292)
                                                                                  -------        -------      -------
                Net cash used in operating activities                             (22,922)       (18,308)     (10,531)
                                                                                  -------        -------      -------
        Cash flows from investing activities:
          Maturities of securities available for sale                             210,445           -            -
          Purchase of securities available for sale                              (199,149)          -        (200,188)
                                                                                  -------        -------      -------
            Net cash (used) provided by investing activities                       11,296           -        (200,188)
                                                                                  -------        -------      -------
        Cash flows from financing activities, consisting of
          proceeds from exercise of stock options                                    -            16,000         -
                                                                                  -------        -------      -------
        Net change in cash and cash equivalents                                   (11,626)        (2,308)    (210,719)
        Cash and cash equivalents at beginning of period                           73,555         75,863      286,582
                                                                                  -------        -------      -------
        Cash and cash equivalents at end of period                        $        61,929         73,555       75,863
                                                                                  =======        =======      =======
        Noncash investing and financing activities:
          Change in unrealized (loss) gain on securities available
            for sale                                                      $        (4,953)        (1,309)       3,125
</TABLE>

                                       20
<PAGE>


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's  articles of incorporation  authorize it to issue up to 10,000,000
shares of common stock,  par value $.01 per share,  of which 701,600 shares have
been issued.  The Company has not declared or paid any dividends.  All shares of
the Company's  common stock are entitled to share equally in dividends  when, as
and if declared by the Company's  board of directors.  The Company does not plan
to declare any  dividends in the immediate  future.  The source of funds for the
payment of  dividends  by the Company is the payment of dividends by the Bank to
the Company.

There is currently no market for the common stock and there are no present plans
for the Company's common stock to be traded on any stock exchange or in the over
the counter market. As a result, investors who need or wish to dispose of all or
part of their  common  stock may be unable to do so except in private,  directly
negotiated sales. The Company has approximately 680 shareholders.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                            AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

Various  statements  contained  in this  report,  which  are not  statements  of
historical   fact,   constitute   forward-looking   statements.    Examples   of
forward-looking statements include, but are not limited to:

 (1) projections  of  revenues, income or loss,  earnings or loss per share, the
     payment or non-payment of dividends,  capital structure and other financial
     items;
 (2) statements of  plans and  objectives of the  Company  or its  management or
     board of directors, including those relating to products or services;
 (3) statements of future economic performance; and
 (4) statements of assumptions underlying these statements.

Words such as "believes,"  "anticipates,"  "expects," "intends," "targeted," and
similar expressions are intended to identify forward-looking  statements but are
not the exclusive means of identifying such statements.

Forward-looking  statements  involve  risks and  uncertainties,  which may cause
actual  results to differ  materially  from the  results in the  forward-looking
statements. Facts that could cause actual results to differ from those discussed
in the forward-looking statements include, but are not limited to:

 (1) the strength of the  U. S. economy in general and the strength of the local
     economies in which operations are conducted;
 (2) the effects of and changes in trade, monetary and fiscal policies and laws,
     including interest rate policies of the  Board of Governors of the  Federal
     Reserve System;
 (3) inflation, interest rate, market and monetary fluctuations;
 (4) the timely development of and acceptance of  new  products and services and
     perceived overall value of these products and services by users;
 (5) changes in consumer spending, borrowing and saving habits;
 (6) technological changes;
 (7) acquisitions;
 (8) the ability to increase market share and control expenses;
 (9) the  effect  of  changes  in  laws  and  regulations  (including  laws  and
     regulations concerning taxes, banking, securities and insurance) with which
     the Company and its subsidiary must comply;

                                       21
<PAGE>

(10) the effect of  changes in  accounting  policies and practices,  as  may  be
     adopted  by the  regulatory  agencies as well as the  Financial  Accounting
     Standards Board;
(11) changes in the Company's organization, compensation and benefit plans;
(12) the costs and effects of litigation and of unexpected or  adverse  outcomes
     in such litigation; and
(13) the Company's success at managing the risksinvolved in the foregoing.

Forward-looking statements speak only as of the date on which they are made. The
Company  undertakes  no obligation  to update any  forward-looking  statement to
reflect events or circumstances after the date on which the statement is made to
reflect the occurrence of unanticipated events.

FINANCIAL CONDITION

As of December 31, 1999, the Company had $80.4 million in total assets, up $19.0
million  (30.9%) over year-end  1998.  Total  deposits  increased  $14.4 million
(29.4%) over year-end 1998 to $63.2  million.  Net loans  outstanding  increased
$13.7  million  (33.2%)  over  year-end  1998  to  $55.1  million.   The  Bank's
loan-to-asset  ratio at  December  31,  1999  was  69.8%,  compared  to 68.7% at
year-end  1998. All of the Bank's growth in deposits and loans has come from the
local market.  Management  attributes  this growth to a relatively  stable local
economy combined with competitive  banking services delivered by a locally owned
and operated  community  bank.  The Bank is the only locally  owned and operated
community  bank in its market,  which has been  dominated by regional  banks and
fragmented by credit unions over the past several years.

In the third  quarter  of 1999,  the Bank  acquired a site in West Rome to begin
construction  of a second  branch  banking  facility.  It will be a full service
branch office of approximately 1,600 square feet with two drive-up banking lanes
and a drive-up  ATM.  The site is located  approximately  four miles west of the
Bank's main office.  Construction on the new facility began in the first quarter
of 2000.

The West  Rome  site was  acquired  for $185  thousand.  The  total  cost of the
facility,  including  land,  site work,  furniture,  fixtures  and  equipment is
expected to be  approximately  $576 thousand.  Management  projects that the new
office should be making a contribution to earnings after  twenty-four  months of
operations  and should  position the Bank to more fully service the greater Rome
market.

In  addition  to the West Rome  branch  facility,  the Bank also  plans to begin
construction on a 4,000 square foot main office  expansion in the fourth quarter
of 2000. The cost of the expansion,  including furniture, fixtures and equipment
is expected to be  approximately  $482  thousand.  As of first quarter 2000, the
board had not solicited any bids for construction of the main office expansion.

The banking  industry  continues to experience  competition  from  non-banks for
deposit and investment  type  products.  Competition  for local deposit  dollars
continues to put upward pressure on the cost of deposits.  In the current market
environment,  management  has found  that the Bank can  borrow  term  funds from
wholesale  resources  at  rates  that  are  competitive  with  the cost of local
certificates of deposit.  The Bank's  asset/liability  management  committee has
adopted policies  designed to diversify funding sources if local market deposits
become less available and even more costly.  Within limits,  the Bank may obtain
funding  from  brokered  certificates  of deposit and other  forms of  wholesale
borrowing,  such as the Federal Home Loan Bank and term  repurchase  agreements.
These  policies  should  allow the Bank to continue  to meet the local  market's
credit  demands while  providing the  flexibility to obtain funding from various
sources  at  optimum  rates.   While  this  policy   provides   greater  funding
flexibility,  the Bank  continues  to place  primary  funding  emphasis on local
deposit growth. As of December 31, 1999, the Bank had no brokered deposits.

                                       22
<PAGE>

Capital

At December 31, 1999, the Bank's capital  position was in excess of FDIC minimum
guidelines  to qualify as "well  capitalized".  Based on the level of the Bank's
risk  weighted  assets at year end,  the Bank had $1.8 million more capital than
necessary  to  satisfy  the  "well-capitalized"  criteria.  The  Bank's  capital
adequacy  is  monitored  quarterly  by  the  Bank's  asset/liability  management
committee.  At these quarterly  meetings,  the committee develops strategies for
the Bank's asset and liability growth, mix and pricing.

Assuming the Bank  continues to grow with a  risk-weighted  asset mix consistent
with  its  historical  experience,  and  that  it has  reasonable  earnings  and
maintains asset quality,  the Bank's capital will approach the minimum limits to
be well-capitalized when its assets are approximately $100 million.  While there
are no  assurances  that the Bank will  continue  to  experience  rapid  growth,
management must anticipate such growth and make plans for sufficient  capital to
support it.  Management and the board have  developed  capital growth plans that
anticipate  establishing a $3.5 million  credit  facility in 2000. As capital is
required at the bank level to support  asset  growth,  the  Company  will borrow
sufficient   funds   against  the  credit   facility  to  maintain   the  Bank's
"well-capitalized" status for at least the next 12 months. Each of the Company's
correspondent banks has expressed an interest in providing this credit facility,
however terms have not been negotiated.

Liquidity

Management monitors its liquidity position daily, and the asset review committee
reviews  a  liquidity  management  report  on  a  weekly  basis.  The  liquidity
management  report reflects the Bank's results against policy guidelines and the
Bank's unfunded  commitments and capital  position.  The reports reflect funding
capacity  projections  based on capital  limits and policy  limits  assuming  no
further local market deposit growth (a worst case scenario).  As of December 31,
1999, the Bank had unfunded loan commitments totaling $4.1 million.

The Bank  intends to manage its loan growth so that  deposit  flows will provide
the primary  funding for all loans as well as cash reserves for working  capital
and short to intermediate term marketable investments.  Management will continue
to seek cost effective  alternative  funding sources for both the short and long
term, if local deposit  growth does not keep pace with local loan demand.  These
funding sources may include institutional certificates of deposit.

Management  considers the Bank's internal and external liquidity resources to be
adequate to handle  expected  growth and normal cash flow demands from  existing
deposits  and loans.  For 1999,  deposit  growth  exceeded  loan  growth by $628
thousand.  Securities held-to-maturity decreased $4.4 million from year-end 1998
to $1.9 million. Securities  available-for-sale  increased $8.0 million to $12.9
million. In June of 1999, management made the one-time election under FAS 133 to
reclassify $4.4 million in  held-to-maturity  securities to  available-for-sale.
While the  Company  has no  derivative  instruments  or hedging  activity,  this
pronouncement permits the reclassification made by management, which is expected
to improve the  flexibility for managing the interest rate risk and cash flow of
the Bank's investment portfolio.

At December 31, 1999, the weighted average life of the Bank's security portfolio
was 5.8 years with a weighted  average tax equivalent yield of 6.15%. All of the
Bank's  investment  securities are available as collateral for borrowings  under
repurchase  agreements with its correspondent banks or advances from the Federal
Home Loan Bank ("FHLB").  At December 31, 1999, securities totaling $1.6 million
were pledged under short-term repurchase agreements with a correspondent bank.

Net deposit  growth,  federal funds sold and marketable  securities  provide the
primary  liquidity  resource  for loans and Bank  working  capital.  The  Bank's
investment  securities  portfolio  provides  liquidity  in the form of financing
through  master  repurchase  agreements  executed with the Bank's  correspondent
banks. At year end the funds available for liquidity purposes consisted of $12.7
million in securities  (eligible  for sale under  repurchase  agreements),  plus
Federal funds sold and other  short-term  bank  deposits of $3.1 million,  for a
total of $15.8 million. Under these repurchase  agreements,  margin requirements
range from 3% to 10% of the current market value of the underlying security, and
the borrowing rate tends to have a spread of approximately 40 to 50 basis points
over the Federal funds sold rate.  The repurchase  agreements  allow the Bank to
raise funds out of its total securities  portfolio  without being forced to sell
the  securities  and  recognize  gains or losses  as a result  of the  sale.  At
December 31, 1999, the Bank had total borrowings under repurchase  agreements of
$1.5  million.  In addition to these  sources of funds,  the Bank has  unsecured
Federal funds purchase lines of credit totaling $4.5 million,  all of which were
available at  year-end.  The  correspondent  banks may revoke these lines at any
time.

                                       23
<PAGE>

FHLB  membership  provides an  additional  source of  liquidity  through  credit
programs,  which can provide  term  funding for up to 10 years and, in qualified
programs,  up to 20 years.  The Bank has  assigned  $14.2  million  in  eligible
residential  first  mortgage  and  commercial  real estate  loans to the FHLB as
collateral for this financing. These loans provide approximately $9.0 million in
lendable  value.  At December 31, 1999,  the Bank had borrowed $8.0 million from
the FHLB.

The FHLB has call  options  on $7.0  million  of its loans to the Bank.  If call
options are  exercised on any of the  advances,  they will be  converted  into a
three-month LIBOR-based floating rate advance at the three-month LIBOR rate. The
most likely  reason that the FHLB would call the  advances  would be if interest
rates rose sufficiently to present better investment  alternatives for the FHLB.
In the event of a call,  management will evaluate its funding  alternatives,  in
light of its interest rate risk profile at the time.

RESULTS OF OPERATIONS

The Company had net earnings of $652,072  ($0.93 per share) for 1999 as compared
to net earnings of $374,237 ($0.53 per share) for 1998.

Net Interest Income

Net interest income increased $537,053 in 1999 to $2,839,184. This was primarily
due to the  increase in average  earning  assets from $50.0  million for 1998 to
$64.1  million  for 1999.  The net yield on average  earning  assets  before the
provision  for loan losses was 4.43% for 1999.  This compares to 4.61% for 1998.
The lower yield for 1999 was  primarily  due to the  increase  in funding  costs
attributable  to the  increase  in  interest  bearing  deposits  as a percent of
earning  assets.  In 1999 average  interest  bearing  funding was 87% of average
earning  assets.  In 1998 average  interest  bearing  funding was 83% of average
earning assets.

                                       24
<PAGE>


<TABLE>
<CAPTION>

Summary of Loan Loss Experience

    Allowance for possible loan losses                  1999             1998
    ----------------------------------                  ----             ----
<S>                                              <C>                       <C>

Balance at the beginning of the period           $     569,185         480,544

Charge-offs:
    Commercial                                            -            107,607
    Real estate - mortgage                                -              2,924
    Consumer loans                                      63,025          77,925
                                                    ----------      ----------
    Total                                               63,025         188,456
                                                    ----------      ----------
Recoveries:
    Consumer loans                                      37,210          21,457
                                                    ----------      ----------
    Total                                               37,210          21,457
                                                    ----------      ----------
Net charge-offs:                                        25,815         166,998
Additions charged to operations                        140,761         255,640
                                                    ----------      ----------
Balance at end of period                         $     684,131         569,185
                                                    ==========      ==========
Average loans outstanding                        $  47,646,549      36,596,138
Ratio of net charge-offs to average loans                0.05%           0.46%
Ratio of allowance to average loans                      1.44%           1.56%
</TABLE>


The  provision  for loan losses was $140,761 for 1999,  down $114,879 from 1998.
Until the fourth  quarter of 1998,  the  provision for loan losses was primarily
determined by reference to a target ratio.  Management had used this method,  by
reference to peer information, in order to build the loss reserve for the Bank's
new loan portfolio. More traditional methods of determining loan loss provisions
are based on  historical  loan  portfolio  performance,  including  analysis  of
historical  charge-offs  and  recoveries,  detailed  loan reviews and  portfolio
reviews, loan growth and changing economic conditions.  Until the fourth quarter
of 1998, the Bank did not have sufficient  history in its portfolio  performance
on which to base additions.

In the fourth  quarter of 1998,  management  evaluated the history of the Bank's
loan  charge-offs  and  reviewed  the credit risk in the Bank's loan  portfolio.
Furthermore,  an independent  credit review was conducted in early January 1999,
to validate the credit risk  classifications  as of December 31, 1998.  Based on
the results of these  reviews,  management  and the board modified the loan loss
reserve policy to eliminate the target  balance ratio method.  Under the revised
policy,  management and the board evaluate the adequacy of the loan loss reserve
on a quarterly basis. This evaluation  considers  historical loan losses by risk
grade under each major  category  of loans,  i.e.,  commercial,  real estate and
consumer. It also considers current portfolio risk, industry  concentrations and
the uncertainty associated with changing economic conditions.

In addition,  management performs an on-going loan review process. All new loans
are risk rated  under loan policy  guidelines.  On a monthly  basis,  management
evaluates  the  composite  risk ratings in a model that assesses the adequacy of
the current allowance for loan losses,  and management  presents this evaluation
to the board of  directors  each month.  Management  performs  loan  reviews for
compliance with underwriting policy on new loans and presents the review results
in the weekly asset review committee  meeting.  Management also reviews past due
loans weekly and large loans are reviewed  periodically.  Management  may change
risk  ratings  if it  appears  that new loans may not have  received  the proper
initial  grading or, if on existing  loans,  credit  conditions have improved or
worsened.

                                       25
<PAGE>

The amounts  charged to operations in the provision for loan losses are based on
an annual  budget that is developed  from the most recent  monthly and quarterly
reviews.  These  amounts may be  adjusted in any period  based on the results of
more current evaluations that indicate that the allowance might be inadequate or
excessive.

Management  expects to incur  losses on loans from time to time when  borrowers'
financial conditions deteriorate.  Where feasible, loans charged down or charged
off will continue to be collected.  Management  considers the year-end allowance
adequate to cover potential losses in the loan portfolio.

Allocation of the Allowance for Loan Losses
-------------------------------------------
Under the Bank's credit risk loan grading policy,  each loan in the portfolio is
assigned one of the following risk grades:
<TABLE>
<CAPTION>

    Grade       Short Definition                                     Grade     Short Definition
    -----       ----------------                                     -----     ----------------
        <S>     <C>                                                     <C>    <C>
        1       Negligible credit risk                                  5      Greater than normal credit risk
        2       Minimal credit risk                                     6      Excessive credit risk
        3       Average credit risk                                     7      Potential loss
        4       Acceptable, but more than average credit risk           8      Uncollectable
</TABLE>

The policy provides more explicit guidance on the application of risk grades. On
a monthly  basis,  loan balances are  aggregated  for each grade and a loan loss
allowance is calculated  using factors that represent  management's  estimate of
the allowance applicable to each grade. These factors are compared to historical
charge-offs for reasonableness and adjusted as necessary.

The  approximate  anticipated  amount  of  charge-offs  for  2000 by risk  grade
assigned at the time of loan origination is:

                                                 Projected
                                   Grade        Charge-offs
                                   -----        -----------
                                          1           -
                                          2            92
                                          3        32,008
                                          4        31,661
                                          5         8,622
                                          6         8,637
                                          7           -
                                          8           -
                                                   ------
                                        Total      81,019
                                                   ======

Risk Elements
<TABLE>
<CAPTION>
                                                                                 1999                   1998
                                                                                 ----                   ----
<S>                                                                  <C>                               <C>
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
Nonaccrual loans                                                     $           33,582                150,599
Accruing loans contractually past due 90 days or more                $             -                      -
Troubled debt restructurings                                         $          165,583                   -
</TABLE>

                                       26
<PAGE>

The amount of  interest  that would  have been  included  in income on the above
non-accrual  loans if they had been current in  accordance  with their  original
terms was $4,204 in 1999 and $9,434 in 1998.  The  amount of  interest  that was
included  in  interest  income on the above loans was $883 in 1999 and $8,572 in
1998.

The Bank's policy is to place loans on  non-accrual  status when it appears that
the  collection of principal  and interest in  accordance  with the terms of the
loan is  doubtful.  Any loan that  becomes 90 days past due as to  principal  or
interest is automatically  placed on non-accrual,  unless  corrective  action is
certain and imminent.

Non-interest Income and Expenses

Non-interest  income  increased  $120,159  (41%) in 1999 to $411,446  from 1998.
Service charges on deposit accounts  increased  $47,870 (32%) to $195,588.  This
increase is primarily due to the increased volume of services used on the Bank's
transaction  accounts,  on which average  balances in 1999 increased by 27% from
1998.  Other income increased 50% from 1998 to $215,858 for year-end 1999. Other
income  consists  primarily  of mortgage  origination  fee  income,  credit life
premium income and income on bank owned life insurance. Mortgage origination fee
income  increased  $4,126  (4%) from 1999 to 1998.  Credit life  premium  income
increased  $12,452  (54%) in 1999 to $35,649 from 1998.  Income  accrued on bank
owned life  insurance  purchased  in late  December  1998 and  January  1999 was
$38,251 at year-end 1999.

Service  charges on deposit  accounts are  evaluated  annually  against  service
charges  from other  banks in the local  market and  against the Bank's own cost
structure in providing the deposit services.  This income continues to grow with
the growth in the Bank's demand deposit account base.

Non-interest  expenses  increased  $274,551 or 15% to  $2,140,885  for 1999 over
1998.  Average  earning assets for 1999 increased  $14.1 million or 28% to $64.1
million over 1999. The Bank's operating efficiencies continue to improve.

Salaries and  benefits for 1999  increased  $155,813 or 16% to  $1,109,797  over
1998.  The number of  full-time-equivalent  employees grew from 30 in the fourth
quarter of 1998 to 34 in the fourth quarter of 1999.

Occupancy  costs for 1999 increased by $26,672 or 9% to $334,699 over 1998. This
increase is primarily due to the addition of the East Rome office in June 1998.

Other operating  expenses  increased in 1999 by $92,066 or 15% to $696,389.  The
more significant items of other operating expenses were:

(1)  account  processing  expenses,   which  increased  35%  to  $203,679;
(2)  advertising  and  marketing  expenses,  which  increased  13%  to  $81,611;
(3)  professional  fees,  which  increased 8% to $118,504; and
(4)  supplies,  which increased 19% to $52,053.

Most of these increases are due to the higher volume of business associated with
the Bank's growth.  Management continues to focus on improving operating expense
efficiencies  through  the  use of  current  banking  technologies,  outsourcing
solutions and human resource  training and development.  In the first quarter of
1998,  the Bank  implemented  its  telephone  banking  service,  which  provides
customers with access to their account  information 24 hours a day, seven days a
week,  and allows  customers  to  initiate  various  transactions  such as funds
transfers.  A drive-up  ATM was  installed  at the East Rome office in the third
quarter  of 1998.  In the third  quarter of 1999,  changes  were made in the way
customer  statements  are processed  that have  significantly  reduced the costs
associated with that function and improved the delivery times.

                                       27
<PAGE>

Income before  income taxes  improved over 1998 by $497,541 to $968,984 in 1999.
The Company's  earnings  became fully taxable for federal income tax purposes in
1998, as a result of fully  utilizing its federal net operating  loss during the
year.

Interest Rate Sensitivity

Improvement  in the  Company's  earnings  depends upon  continued  earning asset
growth,  good  asset  quality  and a  relatively  stable  economic  environment.
Management feels it is reasonable for the Bank to continue to experience  steady
earning asset growth as long as interest rates remain relatively stable.

The  Bank  uses a  third  party  interest  rate  risk  analysis  product,  which
quantifies  the amount of risk to the net  interest  margin  and to the  current
market value of equity. It produces a composite  analysis of several  approaches
including  GAP  analysis,  rate shocks in 100 point  increments  up and down 400
basis points, and simulation modeling.

As  with  any  model,  many  assumptions  have to be made  about  the  repricing
attributes of the Bank's assets and liabilities. Where industry experience seems
appropriate,  such assumptions are used. Given the extremely  competitive market
for the public's  investing and savings  dollars,  the "basis risk",  or lack of
correlation  between  changes  in the  yields on U.S.  Treasury  securities  and
customer deposit rates, seems to be increasing.  In other words, if the one-year
T-bill falls in yield by 100 basis  points,  it is unlikely  that  one-year time
deposits  will roll  down by 100 basis  points  at  maturity.  This  uncertainty
increases the  uncertainty  about the  conclusiveness  of the interest rate risk
models.

The asset/liability committee monitors the Bank's exposure to interest rate risk
on a quarterly  basis. As of its most recent review,  the effect of an immediate
and  simultaneous  change  in  interest  rates,  either  up or down by 200 basis
points,  on the Bank's net interest  income and on its economic  value of equity
was calculated to be within policy limits.  The net interest income policy limit
specifies  that the  amount of  adverse  impact to net  interest  income  due to
interest  rate risk is limited  to no more than 10% of  projected  net  interest
income  for the  following  12  months,  assuming  a 200 basis  point  change in
interest  rates.  The economic  value of equity policy limit  specifies that the
adverse  effect of a similar  rate  change  on the  economic  value of equity is
limited to no more than 25% of the Bank's current capital.

                                       28
<PAGE>
<TABLE>
<CAPTION>

                       Directors of                                                Directors of
               Greater Rome Bancshares, Inc.                                    Greater Rome Bank
               -----------------------------                                    -----------------
  <S>                                                         <C>
                  Thomas D. Caldwell, III                                    Thomas D. Caldwell, III
                   Chairman of the Board                                      Chairman of the Board
           President and Chief Executive Officer                      President and Chief Executive Officer

                    Bradford Lee Riddle                                        Bradford Lee Riddle
                Vice Chairman of the Board                                  Vice Chairman of the Board
          President and Director of Riddle, Inc.                      President and Director of Riddle, Inc.
                     (Office Supplies)                                          (Office Supplies)

                      Robert L. Berry                                            Robert L. Berry
                    Corporate Secretary                             Partner of Brinson, Askew, Berry, Seigler,
        Partner of Brinson, Askew, Berry, Seigler,                              Richardson & Davis
                    Richardson & Davis                                             (attorneys)
                        (attorneys)

                    Frank A. Brown, Jr.                                        Frank A. Brown, Jr.
          Chairman of the Board and President of                      Chairman of the Board and President of
               Cooper, Brown & Currie, Inc.                                Cooper, Brown & Currie, Inc.
                    (insurance agency)                                          (insurance agency)

                  Gene G. Davidson, M.D.                                      Gene G. Davidson, M.D.
                     Retired Physician                                          Retired Physician

                    Henry Haskell Perry                                        Henry Haskell Perry
            Retired Heating and Air Contractor                          Retired Heating and Air Contractor

                     M. Wayne Robinson                                          M. Wayne Robinson
  President of M. Wayne Robinson Builder Developer, Inc.      President of M. Wayne Robinson Builder Developer, Inc.

                       Dale G. Smith                                              Dale G. Smith
         Accountant, Whittington, McLemore, Land,                    Accountant, Whittington, McLemore, Land,
               Davis, White and Givens, P.C.                              Davis, White and Givens, P.C.
                    (public accounting)                                        (public accounting)

                       Paul E. Smith                                              Paul E. Smith
     Representative, District 12, Georgia Legislature            Representative, District 12, Georgia Legislature

                      W. Fred Talley                                              W. Fred Talley
   President, Fred Talley's Parkview Chapel Funeral Home      President, Fred Talley's Parkview Chapel Funeral Home

                     Martha B. Walstad                                          Martha B. Walstad
         Partner, Lake Toccoa Development Company                    Partner, Lake Toccoa Development Company
         (real estate development and management)                    (real estate development and management)

</TABLE>

                                       29
<PAGE>
<TABLE>
<CAPTION>


                   Executive Officers of                                      Executive Officers of
               Greater Rome Bancshares, Inc.                                    Greater Rome Bank
               -----------------------------                                    -----------------
        <S>                                                           <C>
                  Thomas D. Caldwell, III                                    Thomas D. Caldwell, III
                   Chairman of the Board                                      Chairman of the Board
           President and Chief Executive Officer                      President and Chief Executive Officer

                    Bradford Lee Riddle                                        Bradford Lee Riddle
                Vice Chairman of the Board                                  Vice Chairman of the Board
          President and Director of Riddle, Inc.                      President and Director of Riddle, Inc.
                     (Office Supplies)                                          (Office Supplies)

                      Robert L. Berry                                         E. Grey Winstead, III
                    Corporate Secretary                                       Senior Vice President
        Partner of Brinson, Askew, Berry, Seigler,                           Chief Financial Officer
                    Richardson & Davis                                         Corporate Secretary
                        (attorneys)

                   E. Grey Winstead, III                                          John W. Branam
                Chief Financial Officer and                                   Senior Vice President
               Principal Accounting Officer                                  Senior Lending Executive
</TABLE>

Shareholders may obtain, without charge, a copy of Greater Rome Bancshares, Inc.
1999 Annual  Report to the  Securities  and Exchange  Commission on Form 10-KSB.
Written requests should be addressed to: Robert L. Berry,  Corporate  Secretary,
Greater Rome Bancshares, Inc., P.O. Box 5271, Rome, Georgia 30162-5271.

                                       30