GREATER ROME BANCSHARES, INC.

                                 AND SUBSIDIARY

                        Consolidated Financial Statements

                        December 31, 2000, 1999 and 1998

                 (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, 2000 and 1999, 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, 2000. 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, 2000 and 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000, in conformity with generally accepted
accounting principles.

                                        /s/ Porter Keadle Moore, LLP

Atlanta, Georgia
March 2, 2001


<PAGE>


                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets

                           December 31, 2000 and 1999

                                                        Assets
                                                        ------
<TABLE>
<CAPTION>                                                                              2000              1999
                                                                                       ----              ----
<S>                                                                             <C>                   <C>
Cash and due from, including reserve requirements
   of $241,000 in 2000 and $194,000 in 1999                                     $    3,158,370         1,882,436
Federal funds sold                                                                   4,013,000         2,889,000
Interest bearing deposits                                                              235,462           258,216
                                                                                   -----------        ----------

     Cash and cash equivalents                                                       7,406,832         5,029,652

Securities available for sale                                                       18,863,175        13,313,973
Securities held to maturity                                                          1,879,731         1,878,932
Loans, net                                                                          72,414,504        55,090,512
Premises and equipment, net                                                          3,493,969         2,811,150
Bank owned life insurance                                                            1,268,858         1,208,251
Accrued interest receivable and other assets                                         1,462,803         1,079,661
                                                                                   -----------        ----------

                                                                                $  106,789,872        80,412,131
                                                                                   ===========        ==========

                                Liabilities and Stockholders' Equity
                                ------------------------------------
Deposits:
  Demand                                                                        $    8,616,230         8,244,704
  Interest - bearing demand                                                          6,521,162         5,396,309
  Savings                                                                           12,180,103         9,560,218
  Time                                                                              39,450,996        28,624,343
  Time, $100,000 and over                                                           15,740,950        11,397,949
                                                                                   -----------        ----------

     Total deposits                                                                 82,509,441        63,223,523

Federal Home Loan Bank borrowings                                                   12,850,000         8,000,000
Securities sold under repurchase agreement                                           2,500,000         1,500,000
Accrued interest payable and other liabilities                                         715,712           388,875
                                                                                   -----------        ----------

          Total liabilities                                                         98,575,153        73,112,398
                                                                                   -----------        ----------

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;
     698,316 and 701,600 shares issued and outstanding in 2000 and 1999,
    respectively                                                                         6,983             7,016
Additional paid-in capital                                                           6,921,915         6,946,101
Retained earnings                                                                    1,220,426           507,432
Accumulated other comprehensive income (loss)                                           65,395          (160,816)
                                                                                   -----------        ----------

          Total stockholders' equity                                                 8,214,719         7,299,733
                                                                                   -----------        ----------

                                                                                $  106,789,872        80,412,131
                                                                                   ===========        ==========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       2
<PAGE>




                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

          Consolidated Statements of Earnings and Comprehensive Income

              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
                                                                              2000             1999            1998
                                                                              ----             ----            ----
<S>                                                                    <C>                 <C>              <C>
Interest income:
  Interest and fees on loans                                           $    6,226,911       4,557,789       3,659,279
  Interest and dividends on investments:
      Taxable                                                                 843,753         609,413         625,781
      Nontaxable                                                              243,261          91,956          12,183
  Interest on federal funds sold and deposits with other banks                237,382         211,492         152,121
                                                                            ---------       ---------       ---------

     Total interest income                                                  7,551,307       5,470,650       4,449,364
                                                                            ---------       ---------       ---------

Interest expense:
  Time deposits                                                             2,789,659       1,865,575       1,573,504
  Savings deposits                                                            490,928         309,925         261,753
  Interest bearing demand deposits                                            121,476          92,527          64,355
  Other                                                                       686,811         363,439         247,622
                                                                            ---------       ---------       ---------

     Total interest expense                                                 4,088,874       2,631,466       2,147,234
                                                                            ---------       ---------       ---------

     Net interest income                                                    3,462,433       2,839,184       2,302,130

Provision for loan losses                                                     285,323         140,761         255,640
                                                                            ---------       ---------       ---------

     Net interest income after provision for loan losses                    3,177,110       2,698,423       2,046,490
                                                                            ---------       ---------       ---------

Other income:
  Service charges                                                             215,453         195,588         147,718
  Other                                                                       222,135         215,858         143,569
                                                                            ---------       ---------       ---------

     Total other income                                                       437,588         411,446         291,287
                                                                            ---------       ---------       ---------

Other expenses:
  Salaries and employee benefits                                            1,359,170       1,109,797         953,984
  Occupancy                                                                   384,541         334,699         308,027
  Other operating                                                             847,649         696,389         604,323
                                                                            ---------       ---------       ---------

     Total other expenses                                                   2,591,360       2,140,885       1,866,334
                                                                            ---------       ---------       ---------

     Income before income taxes                                             1,023,338         968,984         471,443

Income tax expense                                                            287,649         316,912          97,206
                                                                            ---------       ---------       ---------

     Net income                                                       $       735,689         652,072         374,237
                                                                            =========       =========       =========

Other comprehensive income before tax:

  Unrealized gains (losses) on securities available for sale
     arising during the period, net of tax (benefit) of
     $138,411, $(100,525) and $(818)                                   $      226,211        (164,292)         (1,309)
                                                                            ---------      ----------       ---------

Comprehensive income                                                   $      961,900         487,780         372,928
                                                                            =========      ==========       =========
Basic earnings per share                                               $         1.05            0.93            0.53
                                                                            =========      ==========       =========
Diluted earnings per share                                             $         1.00            0.90            0.53
                                                                            =========      ==========       =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

           Consolidated Statements of Changes in Stockholders' Equity

              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                 Additional       Accumulated         Other
                                                    Common         Paid-In         (Deficit)      Comprehensive
                                                     Stock         Capital          Earnings      Income (Loss)        Total
                                                     -----         -------          --------      -------------        -----
<S>                                            <C>                <C>              <C>              <C>              <C>
Balance, December 31, 1997                     $     7,000        6,930,117         (518,877)          4,785        6,423,025

Net income                                             -              -              374,237             -            374,237

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

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

Balance, December 31, 1998                           7,016        6,946,101         (144,640)          3,476        6,811,953

Net income                                             -              -              652,072            -             652,072

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

Balance, December 31, 1999                           7,016        6,946,101          507,432        (160,816)       7,299,733

Net income                                             -               -             735,689            -             735,689

Stock issued to directors under the
  directors' compensation program                       23           31,378             -               -              31,401

Purchase and retirement of treasury stock              (56)         (55,564)         (22,695)           -             (78,315)

Change in unrealized gain (loss) on
   investment securities available-for-sale            -               -                -            226,211          226,211
                                                     -----        ---------        ---------         -------        ---------

Balance, December 31, 2000                     $     6,983        6,921,915        1,220,426          65,395        8,214,719
                                                     =====        =========        =========         =======        =========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>

                                                                                2000             1999            1998
                                                                                ----             ----            ----
<S>                                                                       <C>                 <C>              <C>
Cash flows from operating activities:

  Net income                                                              $    735,689          652,072         374,237

  Adjustments to reconcile net income to net cash used by operating
     activities:
     Depreciation, amortization and accretion                                  164,934          208,490         174,806
     Provision for loan losses                                                 285,323          140,761         255,640
     Provision for deferred income taxes                                       (29,641)            -             (3,758)
     Noncash compensation to directors                                          31,401             -               -
     Change in:
        Interest receivable and other assets                                  (524,713)        (165,396)       (102,484)
        Interest payable and other liabilities                                 299,031          116,946          38,382
                                                                            ----------       ----------       ---------
        Net cash provided by operating activities                              962,024          952,873         736,823
                                                                            ----------       ----------       ---------

Cash flows from investing activities:
  Proceeds from maturities and calls of securities available-for-sale        1,496,080        3,260,002       1,085,440
  Proceeds from maturities and calls of securities held-to-maturity               -             536,036       5,304,286
  Purchases of securities available-for-sale                                (6,641,341)      (7,120,580)     (3,742,598)
  Purchases of securities held-to-maturity                                        -            (494,219)     (5,284,954)
  Purchase of bank owned life insurance                                           -            (820,000)       (350,000)
  Net increase in loans                                                    (17,609,314)     (13,878,773)    (11,885,717)
  Purchases of premises and equipment                                         (887,871)        (281,060)       (625,675)
                                                                            ----------       ----------      ----------

        Net cash used by investing activities                              (23,642,446)     (18,798,594)    (15,499,218)
                                                                            ----------       ----------     -----------

Cash flows from financing activities:
  Net change in deposits                                                    19,285,917       14,365,563      15,291,781
  Change in FHLB borrowings                                                  4,850,000        3,000,000       1,000,000
  Change in securities sold under repurchase agreements                      1,000,000        1,500,000        (500,000)
  Change in federal funds purchased                                               -            (500,000)        500,000
  Purchase and retirement of treasury stock                                    (78,315)            -               -
  Proceeds from stock options exercised                                           -                -             16,000
                                                                            ----------        ---------      ----------
        Net cash  provided by financing activities                          25,057,602       18,365,563      16,307,781
                                                                            ----------       ----------      ----------

Net change in cash and cash equivalents                                      2,377,180          519,842       1,545,386

Cash and cash equivalents at beginning of year                               5,029,652        4,509,810       2,964,424
                                                                            ----------        ---------      ----------

Cash and cash equivalents at end of year                                     7,406,832        5,029,652       4,509,810
                                                                            ==========       ==========      ==========

Supplementary  disclosures of cash flow  information:
  Cash paid during the year for:
    Interest                                                            $    4,327,002        2,588,504       2,053,095
    Taxes                                                               $      315,455          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 gain (loss) on securities available for sale   $      364,622         (164,292)         (1,309)
    Stock issued under directors' compensation program                  $       31,401             -               -


</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<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 1999 and 1998 amounts have been
      reclassified to conform to the 2000 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.

                                       6
<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

                                       7
<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 "basic earnings per share" and "diluted earnings per share" for the
      years ended December 31, 2000, 1999 and 1998 are presented:
<TABLE>
<CAPTION>

For the year ended December 31, 2000                                    Net            Common       Per Share
                                                                      Earnings         Share          Amount
                                                                      --------         -----          ------
<S>                                                           <C>                     <C>           <C>

Basic earnings per share                                      $       735,689         700,560          1.05

Effect of stock options                                                  -             34,947          (.05)
                                                                      -------         -------          ----

Diluted earnings per share                                    $       735,689         735,507          1.00
                                                                      =======         =======          ====

For the year ended December 31, 1999                                    Net            Common       Per Share
                                                                      Earnings         Share          Amount
                                                                      --------         -----          ------
Basic earnings per share                                      $       652,072         701,600          0.93

Effect of stock options                                                    -           19,467          (.03)
                                                                     --------         -------          ----

Diluted earnings per share                                    $       652,072         721,067          0.90
                                                                     ========         =======          ====

For the year ended December 31, 1998                                    Net            Common       Per Share
                                                                      Earnings         Share          Amount
                                                                      --------         -----          ------
Basic 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
                                                                      =======         =======           ====
</TABLE>

                                       8
<PAGE>


                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(1)   Summary of Significant Accounting Policies, continued

      Derivative Instruments and Hedging Activities
      ---------------------------------------------
      Effective June 1, 1999, the Company adopted Statement of Financial
      Accounting Standards No. 133, "Accounting for Derivative Instruments and
      Hedging Activities" ("SFAS No. 133"), which establishes accounting and
      reporting standards for hedging activities and for derivative instruments
      including derivative instruments embedded in other contracts. SFAS No. 133
      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 a derivative depends on the intended use of the
      derivative instrument at inception. The change in fair value of
      instruments used as fair value hedges is accounted for in the income of
      the period simultaneous with accounting for the fair value change of the
      item being hedged. The change in fair value of the effective portion of
      cash flow hedges is accounted for in comprehensive income rather than
      income, and the change in fair value of foreign currency hedges is
      accounted for in comprehensive income as part of the translation
      adjustment. The change in fair value of derivative instruments that are
      not intended as a hedge is accounted for in the income of the period of
      the change.

      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 No. 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. This resulted in a decrease of stockholders' equity by $40,546,
      which represented the net of tax effect of the unrealized loss associated
      with the held-to-maturity investment securities transferred.

 (2)  Investment Securities

      Investment securities at December 31, 2000 and 1999 are summarized as
      follows:
<TABLE>
<CAPTION>

      Securities Held to Maturity                                                December 31, 2000
                                                        ------------------------------------------------------------
                                                                             Gross           Gross        Estimated
                                                         Amortized        Unrealized      Unrealized         Fair
                                                           Cost              Gains          Losses           Value
                                                           ----              -----          ------           -----
      <S>                                             <C>                     <C>            <C>         <C>

      U.S. Government agencies                        $    495,234             808             -            496,042
      State, county, and municipals                      1,384,497              -            14,834       1,369,663
                                                         ---------             ---           ------       ---------
                                                      $  1,879,731             808           14,834       1,865,705
                                                         =========             ===           ======       =========



                                                                                 December 31, 1999
                                                        --------------------------------------------------------------
                                                                             Gross           Gross        Estimated
                                                           Amortized      Unrealized      Unrealized         Fair
                                                             Cost            Gains          Losses           Value
                                                             ----            -----          ------           -----
      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
                                                         =========             ===           ======       =========
</TABLE>

                                       9
<PAGE>


                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(2)      Investment Securities, continued
<TABLE>
<CAPTION>

      Securities Available for Sale                                              December 31, 2000
                                                        --------------------------------- --------------------------
                                                                             Gross           Gross        Estimated
                                                          Amortized       Unrealized      Unrealized         Fair
                                                             Cost            Gains           Losses          Value
                                                             ----            -----           ------          -----
      <S>                                            <C>                   <C>              <C>          <C>
      U.S. Government agencies                       $   6,241,766          35,899           16,724       6,260,941
      State, county, and municipals                      4,623,224          92,786           20,745       4,695,265
      Mortgage-backed securities                         5,733,311          30,883           26,734       5,737,460
      Equities                                           2,159,466          10,043             -          2,169,509
                                                        ----------          ------           ------       ---------
                                                     $  18,757,767         169,611           64,203      18,863,175
                                                        ==========         =======           ======      ==========

                                                                                 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
      Equities                                             450,000              -              -            450,000
                                                        ----------             ---          -------      ----------
                                                      $ 13,573,187             486          259,700      13,313,973
                                                        ==========             ===          =======      ==========
</TABLE>

      The amortized cost and estimated fair value of investment securities at
      December 31, 2000, by contractual maturity, are shown below. Maturities of
      mortgage-backed 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. Therefore, these securities are not
      included in the maturity categories.

<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                               $       250,000        249,732         -               -
    1 to 5 years                                      5,621,491      5,640,521         -               -
    5 to 10 years                                          -              -         495,234         496,042
    Greater than 10 years                               370,275        370,688         -               -
                                                     ----------     ----------    ---------       ---------
                                                      6,241,766      6,260,941      495,234         496,042
                                                     ==========     ==========    =========       =========
  State, county and municipal:
    Within 1 year                                       204,544        204,943         -               -
    1 to 5 years                                      1,920,202      1,944,862         -               -
    5 to 10 years                                       993,118      1,012,331    1,384,497       1,369,663
    Greater than 10 years                             1,505,360      1,533,129         -               -
                                                     ----------     ----------    ---------       ---------
                                                      4,623,224      4,695,265    1,384,497       1,369,663
                                                     ==========     ==========    =========       =========
  Mortgage-backed securities                          5,733,311      5,737,460         -               -
  Equity Securities                                   2,159,466      2,169,509         -               -
                                                     ----------     ----------    ---------       ---------
                     Total                      $    18,757,767     18,863,175    1,879,731       1,865,705
                                                     ==========     ==========    =========       =========
</TABLE>

                                       10
<PAGE>

                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(2)   Investment Securities, continued

      At December 31, 2000,  securities with a carrying value of $7,720,561 were
      pledged under borrowing agreements and to secure public funds deposits.

(3)   Loans

      Major classifications of loans at December 31, 2000 and 1999 are presented
      below.

                                                        2000           1999
                                                        ----           ----

        Commercial                            $      13,625,570    13,438,239
        Real estate - mortgage                       42,579,865    27,356,312
        Real estate - construction                    3,884,681     2,534,684
        Installment and other consumer               13,215,763    12,490,147
                                                     ----------    ----------

                Total loans                          73,305,879    55,819,382

                Less:  Unearned fees                     34,473        44,739
                       Allowance for loan losses        856,902       684,131
                                                     ----------    ----------

                Total net loans               $      72,414,504    55,090,512
                                                     ==========    ==========

      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
      $642,500 in addition to qualifying first mortgage loans totaling
      $15,865,517.

      An analysis of the activity in the allowance for loan losses for the years
      ended December 31, 2000, 1999 and 1998 is presented below:
<TABLE>
<CAPTION>

                                                             2000         1999          1998
                                                             ----         ----          ----
<S>                                                   <C>                <C>            <C>
            Balance at beginning of year              $     684,131      569,185        480,544
            Provision charged to operations                 285,323      140,761        255,640
            Loans charged off                              (140,109)     (63,025)      (188,456)
            Recoveries                                       27,557       37,210         21,457
                                                            -------      -------        -------

            Balance at end of year                          856,902      684,131        569,185
                                                            =======      =======        =======
</TABLE>

(4)   Premises and Equipment

      Premises and equipment at December 31, 2000 and 1999 are summarized as
      follows:

                                                           2000           1999
                                                           ----           ----

            Land                                  $      883,525        774,651
            Land improvements                            284,433        235,065
            Buildings and improvements                 1,977,997      1,470,100
            Furniture, fixtures and equipment          1,042,655        819,932
            Construction in progress                       1,300          6,250
                                                       ---------      ---------
                                                       4,189,910      3,305,998

               Less: Accumulated depreciation            695,941        494,848
                                                       ---------      ---------

                                                   $   3,493,969      2,811,150
                                                       =========      =========

      Depreciation expense was $205,052, $196,099 and $170,881 for the years
      ended December 31, 2000, 1999 and 1998, respectively.

                                       11
<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, 2000 are as
      follows:

             2001      $   36,793,037
             2002          16,297,051
             2003           1,927,717
             2004             124,141
             2005              50,000
                           ----------
                       $   55,191,946
                           ==========
 (6)  Income Taxes

      The components of income tax expense (benefit) for the years ended
      December 31, 2000, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
                                                       2000         1999         1998
                                                       ----         ----         ----
             <S>                                  <C>              <C>         <C>
             Currently payable                    $  317,290       316,912     100,964
             Deferred tax (benefit)                  (29,641)         -         (3,758)
                                                     -------       -------     -------
                                                  $  287,649       316,912      97,206
                                                     =======       =======     =======
</TABLE>

      The differences between income tax expense and the amount computed by
      applying the statutory federal income tax rate to income before income
      taxes relate primarily to tax exempt interest income on municipal
      investments and bank owned life insurance.

      The following summarizes the sources and expected tax consequences of
      future taxable deductions which comprise the net deferred taxes:
<TABLE>
<CAPTION>
                                                                                2000        1999
                                                                                ----        ----
          <S>                                                            <C>              <C>
          Deferred tax assets:
            Deferred pre-opening expenses                                $      2,337      22,871
            Allowance for loan losses                                         273,179     216,917
            Operating loss carryforwards                                         -          9,006
            Net unrealized loses on securities available for sale                -         98,398
            Deferred compensation                                              20,250       7,891
            Other                                                              38,455      42,234
                                                                              -------     -------

              Total deferred tax assets                                       334,221     397,317
                                                                              -------     -------

             Deferred tax liability:
               Premises and equipment                                         (52,539)    (46,878)
               Net unrealized gains on securities available for sale          (40,013)        -
                                                                              -------     -------

                   Total deferred tax liabilities                             (92,552)    (46,878)
                                                                              -------     --------

                 Net deferred taxes                                       $   241,669     350,439
                                                                              =======     =======
</TABLE>


                                       12
<PAGE>

                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(7)   Lines of Credit

      At December 31, 2000, the Bank had fixed rate advances outstanding from
      the Federal Home Loan Bank (FHLB) of Atlanta amounting to $10,000,000 and
      adjustable rate advances amounting to $2,850,000. The following advances
      required monthly or quarterly interest payments:

        Advance      Interest Rate    Maturity     Repricing      Call Feature
        -------      -------------    --------     ---------      ------------
  $    1,000,000           5.01%      04/22/04     Fixed rate        04/22/01
       2,000,000           5.71%      09/28/04     Fixed rate        09/28/01
       3,000,000           6.19%      12/06/04     Fixed rate        12/06/01
       3,000,000           6.05%      11/17/05     Fixed rate        11/17/02
       2,000,000           6.50%      02/11/02   Variable rate          -
         850,000           6.52%      09/12/02   Variable rate          -
       1,000,000           6.85%      05/24/02     Fixed rate           -

      At December 31, 1999,  the Bank had fixed rate advances  outstanding  from
      the FHLB of  Atlanta  amounting  to  $8,000,000.  The  following  advances
      required monthly or quarterly interest payments:

        Advance      Interest Rate    Maturity        Call Feature
        -------      -------------    --------        ------------
  $    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              -

      The FHLB advances are secured by the Bank's stock in the FHLB and its
      investments in first mortgage loans. As of December 31, 2000 the Bank had
      pledged $642,500 in FHLB stock, $3,500,000 in investment securities and
      $15,865,517 in loans, as collateral for the FHLB borrowings. As of
      December 31, 1999, the Bank had pledged $450,000 in FHLB stock and
      $14,238,300, respectively, as collateral for 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, 2000, the Bank had overnight unsecured lines of credit
      available from financial institutions totaling $4,500,000.

(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, 2000, the maximum amount of
      dividends that could be paid by the Bank was $338,818.

      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.

      The Company sponsors a director compensation plan that provides
      non-employee directors with compensation for attending Board and committee
      meetings. These directors may elect to receive their compensation in cash
      or common stock equivalent to the fair market value at the time of
      compensation. During 2000, the Company issued 2,326 shares in connection
      with this plan.

 (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, 2000, 9,000 options were
      available for distribution.

                                       13
<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, 2000,
      1999 and 1998, and changes during the years, are presented below:
<TABLE>
<CAPTION>
                                                     2000                      1999                    1998
                                            ----------------------     ---------------------      --------------------
                                                         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        161,900       $10.76        107,000     $10.13         99,000     $10.00
      Granted during the year                 2,500       $14.00         54,900     $12.00         14,000     $11.00
      Exercised during the year                -             -             -           -           (1,600)    $10.00
      Forfeited during the year                -             -             -           -           (4,400)    $10.00
                                            -------                     -------                    ------

      Outstanding, end of year              164,400       $10.81        161,900     $10.76        107,000     $10.13
                                            =======                     =======                   =======

      Options exercisable at year end        91,294       $10.36         56,100     $10.04         35,000     $10.00
                                            =======                     =======                   =======

      Weighted average fair value of
      options granted during the year                     $ 5.89                    $ 6.34                    $ 4.98
      Range of exercise prices                          $10 to $14                $10 to $12
      Weighted average remaining
         contractual lives (years)                          7.10                      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 2000, 1999 and 1998 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>
                                                                           2000          1999         1998
                                                                           ----          ----         ----
<S>                                                                 <C>                <C>          <C>
      Net earnings                       As reported                $    735,689       652,072      374,237
                                         Proforma                   $    726,553       436,132      304,525

      Earnings per share                 As reported                $       1.05          0.93         0.53
                                         Proforma                   $       1.04          0.62         0.47

      Diluted earnings per share         As reported                $       1.00          0.90         0.53
                                         Proforma                   $        .99          0.60         0.47
</TABLE>

                                       14
<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 2000, 1999 and 1998: no dividend yield, a
      risk free interest rate of 5.8%, 6.9% and 4.7%, 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. During 2000 and 1999 the Company
      incurred expenses of $35,251 and $20,787, 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, 2000, the Company had deposits for related parties
      totaling approximately $3,631,155.

      Additionally, the following table summarizes related party loan activity
      during 2000:

            Beginning balance                   $     1,087,567
            New loans                                   792,183
            Repayments                                 (970,407)
                                                        -------

            Ending balance                      $       909,343
                                                        =======

      At December 31, 2000, the Company had unfunded commitments on lines of
      credit to related parties totaling $59,967.

                                       15
<PAGE>


                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(12)  Fair Value of Financial Instruments

      The Company is required to disclose fair value information about financial
      instruments, whether or not recognized on the face of the balance sheet,
      for which it is practicable to estimate that value. The assumptions used
      in the estimation of the fair value of the Company's financial instruments
      are detailed below. Where quoted prices are not available, fair values are
      based on estimates using discounted cash flows and other valuation
      techniques. The use of discounted cash flows can be significantly affected
      by the assumptions used, including the discount rate and estimates of
      future cash flows. The following disclosures should not be considered a
      surrogate of the liquidation value of the Company or its subsidiary, but
      rather a good-faith estimate of the increase or decrease in value of
      financial instruments held by the Company since purchase, origination or
      issuance.

            Cash and Cash Equivalents
            -------------------------
            For cash and cash equivalents, the carrying amount is a reasonable
            estimate of fair value.

            Investment Securities
            ---------------------
            Fair values for investment securities are based on quoted market
            prices.

            Loans
            -----
            The fair value of fixed rate loans is estimated by discounting the
            future cash flows using the current rates at which similar loans
            would be made to borrowers with similar credit ratings. For variable
            rate loans, the carrying amount is a reasonable estimate of fair
            value.

            Cash Surrender Value of Life Insurance
            --------------------------------------
            The carrying value of cash surrender value of life insurance
            approximates fair value.

            Interest Rate Contracts
            -----------------------
            The fair value of interest rate contracts is obtained from dealer
            quotes. These values represent the amount the Company would receive
            to terminate the contracts or agreements, taking into account
            current interest rates and, when appropriate, the current
            creditworthiness of the counterparties.

            Deposits and Securities Sold under Repurchase Agreements
            --------------------------------------------------------
            The fair value of demand deposits, savings accounts, NOW accounts,
            certain money market deposits and securities sold under repurchase
            agreements is the amount payable on demand at the reporting date.
            The fair value of fixed maturity certificates of deposit is
            estimated by discounting the future cash flows using the rates
            currently offered for deposits of similar remaining maturities.

            Federal Home Loan Bank Borrowings
            ---------------------------------
            The fair value of the FHLB fixed rate borrowings are estimated using
            discounted cash flows, based on the current incremental borrowing
            rates for similar types of borrowing arrangements.

            Commitments to Extend Credit, Standby Letters of Credit and Credit
            ------------------------------------------------------------------
            Card Guarantees
            ---------------
            Because commitments to extend credit, standby letters of credit and
            credit card guarantees are made using variable rates, the contract
            value is a reasonable estimate of fair value.

        Limitations
        -----------
        Fair value estimates are made at a specific point in time, based on
        relevant market information and information about the financial
        instrument. These estimates do not reflect any premium or discount that
        could result from offering for sale at one time the Company's entire
        holdings of a particular financial instrument. Because no market exists
        for a significant portion of the Company's financial instruments, fair
        value estimates are based on many judgments. These estimates are
        subjective in nature and involve uncertainties and matters of
        significant judgment and therefore cannot be determined with precision.
        Changes in assumptions could significantly affect the estimates.

                                       16
<PAGE>

                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(12)    Fair Value of Financial Instruments, continued

        Limitations, continued
        ----------------------
        Fair value estimates are based on existing on and off-balance-sheet
        financial instruments without attempting to estimate the value of
        anticipated future business and the value of assets and liabilities that
        are not considered financial instruments. Significant assets and
        liabilities that are not considered financial instruments include
        deferred income taxes and premises and equipment. In addition, the tax
        ramifications related to the realization of the unrealized gains and
        losses can have a significant effect on fair value estimates and have
        not been considered in the estimates.

        The carrying amount and estimated fair values of the Company's financial
        instruments at December 31, 2000 are as follows:
<TABLE>
<CAPTION>

                                                            Carrying        Estimated
                                                             Amount         Fair Value
                                                             ------         ----------
         <S>                                          <C>                  <C>
         Assets:
           Cash and cash equivalents                  $     3,158,370       3,158,370
           Investment securities                      $    20,742,906      20,728,880
           Loans                                      $    72,414,504      72,901,050
           Cash surrender value of life insurance     $     1,268,858       1,268,858
           Interest rate contracts                    $          -               -

         Liabilities:
           Deposits and securities sold under
              repurchase agreements                   $    85,009,441      85,344,590
           Federal Home Loan Bank borrowings          $    12,850,000      12,879,327

         Unrecognized financial instruments:
           Commitments to extend credit               $     5,438,000       5,438,000
           Standby letters of credit                  $       142,000         142,000
           Credit card guarantees                     $       143,000         143,000
</TABLE>

(13)  Regulatory Matters

      The Company and the Bank are 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, 2000, that the Bank meets all
      capital adequacy requirements to which it is subject.

      As of December 31, 2000, 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.

                                       17
<PAGE>


                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(13)  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, 2000:
      Total Capital
      (to Risk Weighted Assets)             $ 8,808,000       11%      $ 6,488,000        8%      $ 8,110,000      10%
      Tier 1 Capital
      (to Risk Weighted Assets)             $ 7,946,000       10%      $ 3,244,000        4%      $ 4,866,000       6%
      Tier 1 Capital
      (to Average Assets)                   $ 7,946,000        8%      $ 4,129,000        4%      $ 5,161,000       5%

      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%
</TABLE>

(14)  Commitments and Contingencies

      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, 2000 and 1999.

                                                       Approximate
                                                     Contract Amount
                                                     ---------------
    Financial instruments whose contract           2000          1999
      amounts represent credit risk:               ----          ----
       Commitments to extend credit          $  5,438,000     3,926,000
       Standby letters of credit             $    142,000        52,000
       Credit card guarantees                $    143,000       159,000


                                       18
<PAGE>

                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(14)  Commitments and Contingencies, 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.

      The Bank maintains an overall interest rate risk-management strategy that
      incorporates the use of derivative instruments to minimize significant
      unplanned fluctuations in earnings that are caused by interest rate
      volatility. The goal is to manage interest rate sensitivity by modifying
      the repricing or maturity characteristics of certain assets and
      liabilities so that the net interest margin is not, on a material basis,
      adversely affected by certain movements in interest rates. The Bank views
      this strategy as a prudent management of interest rate sensitivity, such
      that earnings are not exposed to undue risk presented by changes in
      interest rates.

      Derivative instruments that are used as part of the Bank's interest rate
      risk-management strategy include interest rate contracts (floors, caps and
      swaps). As a matter of policy, the Bank does not use highly leveraged
      derivative instruments for interest rate risk management. Derivative
      instruments are used solely for the purpose of hedging interest rate risk
      that is inherent in the Bank's balance sheet. Interest rate floor
      agreements provide for a variable cash flow if interest rates decline
      below the strike rate, based on a notional principal amount and maturity
      date. Interest rate cap agreements provide for a variable cash flow if
      interest rates rise above the strike rate, based on a notional principal
      amount and maturity date. Interest rate swap agreements allow the Bank to
      convert a fixed rate cash flow from a financial instrument into a variable
      rate cash flow and vice versa.

      By using derivative instruments, the Bank is exposed to credit and market
      risk. If the counterparty fails to perform, credit risk is equal to the
      extent of the fair-value gain in a derivative. When the fair value of a
      derivative contract is positive, this generally indicates that the
      counterparty owes the Bank, and, therefore, creates a repayment risk for
      the Bank. When the fair value of a derivative contract is negative, the
      Bank owes the counterparty and, therefore, it has no repayment risk. The
      Bank minimizes the credit (or repayment) risk in derivative instruments by
      entering into transactions with high-quality counterparties that are
      reviewed periodically.

      The Bank's derivative activities are monitored by its asset/liability
      management committee as part of that committee's oversight of the Bank's
      asset/liability and treasury functions. The Bank's asset/liability
      committee is responsible for implementing various hedging strategies that
      are developed through its analysis of data from financial simulation
      models and other internal and industry sources. The resulting hedging
      strategies are then incorporated into the overall interest-rate risk
      management.

      As described more fully in the summary of significant accounting policies,
      The Bank adopted SFAS No. 133 during 1999. All of the Bank's derivative
      financial instruments are classified as highly effective cash flow hedges.

      For the year ended December 31, 2000, there were no material amounts
      recognized which represented the ineffective portion of cash flow hedges.
      All components of each derivative's gain or loss are included in the
      assessment of hedge effectiveness, unless otherwise noted.

                                       19
<PAGE>


                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(15)  Supplemental Financial Data

      Components of other operating expenses in excess of 1% of total interest
      and other income for the years ended December 31, 2000, 1999 and 1998 are
      as follows:

                                            2000            1999           1998
                                            ----            ----           ----

        Professional fees            $    144,195         118,504        109,381
        Advertising and marketing    $     83,711          81,611         72,122
        Processing fees              $    209,043         203,679        150,500

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

                                 Balance Sheets

                           December 31, 2000 and 1999

                                     Assets
                                     ------
<TABLE>
<CAPTION>                                                                   2000           1999
                                                                            ----           ----
<S>                                                                <C>                  <C>
Cash                                                               $            812         1,929
Federal funds sold                                                           30,000        60,000
Securities available for sale                                               159,853       189,860
Investment in Bank                                                        8,010,186     7,029,114
Other assets                                                                 18,520        24,046
                                                                          ---------     ---------

                                                                   $      8,219,371     7,304,949
                                                                          =========     =========

                      Liabilities and Stockholders' Equity
                      ------------------------------------
Other liabilities                                                  $          4,652         5,216
Stockholders' equity                                                      8,214,719     7,299,733
                                                                          ---------     ---------

                                                                   $      8,219,371     7,304,949
                                                                          =========     =========
</TABLE>

                             Statements of Earnings

              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>

                                                                              2000          1999          1998
                                                                              ----          ----          ----
  <S>                                                                <C>                  <C>           <C>
  Interest income                                                    $       15,013        14,299        15,877
  Other operating expenses                                                   51,233        55,505        72,912
                                                                            -------       -------       -------

    Loss before income taxes and equity in undistributed
      earnings of Bank                                                      (36,220)      (41,206)      (57,035)

  Income tax (expense) benefit                                               13,750        15,642        (5,155)
                                                                            -------       -------       -------
    Loss before equity in undistributed
      earnings of Bank                                                      (22,470)      (25,564)      (62,190)

  Equity in undistributed earnings of Bank                                  758,159       677,636       436,427
                                                                            -------       -------       -------

    Net income                                                      $       735,689       652,072       374,237
                                                                            =======      ========       =======

</TABLE>

                                       20
<PAGE>



                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

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

                            Statements of Cash Flows

              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
                                                                                 2000          1999          1998
                                                                                 ----          ----          ----
        <S>                                                               <C>               <C>           <C>
        Cash flows from operating activities:
          Net income                                                      $    735,689       652,072       374,237
          Adjustments to reconcile net income to net
            cash used in operating activities:
              Equity in undistributed earnings of Bank                        (758,159)     (677,636)     (436,427)
              Depreciation and amortization                                       -             -           20,542
              Noncash compensation to directors                                 31,401          -             -
              Other                                                              8,260         2,642        23,340
                                                                               -------       -------       -------

                Net  cash provided (used) by in operating activities            17,191       (22,922)      (18,308)
                                                                               -------       -------       -------
        Cash flows from investing activities:
          Maturities of securities available-for-sale                           30,007       210,445          -
          Purchase of securities available-for-sale                               -         (199,149)         -
                                                                               -------       -------       -------
            Net cash provided by investing activities                           30,007        11,296          -
                                                                               -------      --------       -------
        Cash flows from financing activities:
          Purchase and retirement of treasury stock                            (78,315)         -             -
          Proceeds from exercise of stock options                                 -             -           16,000
                                                                               -------       -------       -------
                 Net cash (used) provided by financing activities              (78,315)         -           16,000
                                                                               -------       -------       -------

        Net change in cash and cash equivalents                                (31,117)      (11,626)       (2,308)
        Cash and cash equivalents at beginning of period                        61,929        73,555        75,863
                                                                               -------       -------       -------

        Cash and cash equivalents at end of period                        $     30,812        61,929        73,555
                                                                               =======       =======       =======

        Noncash investing and financing activities:
          Change in unrealized (loss) gain on securities available-
            for-sale                                                      $      5,318        (4,953)       (1,309)
           Stock issued under directors' compensation program             $     31,401          -             -

</TABLE>

                                       21
<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 698,316 shares are
outstanding. 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;

                                       22
<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 risks involved 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, 2000, the Company had $106.8 million in total assets, up
$26.4 million (32.8%) over year-end 1999. Total deposits increased $19.3 million
(30.5%) over year-end 1999 to $82.5 million. Net loans outstanding increased
$17.3 million (31.4%) over year-end 1999 to $72.4 million. The Bank's
loan-to-asset ratio at December 31, 2000 was 68.8%, compared to 69.1% at
year-end 1999. All of the Bank's growth in 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 October 2000, the Bank purchased an office building adjacent to the main
office located on Martha Berry Blvd. in Rome. The purchase price of the facility
was $340,000. Planned modifications to the facility were completed in the first
quarter of 2001 and deposit operations, items processing, network administration
and general accounting were relocated to the new offices. This move has made
more space available in the main office for customer service and support.
Management originally planned to begin construction of a 4,265 square foot main
office expansion in the fourth quarter of 2000. However, after careful analysis,
we determined the cost of purchasing the adjacent office building to be a more
favorable alternative. The expansion of the main office remains a future
possibility as the Bank continues to grow.

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, 2000, the Bank had $5,000,000 in brokered
deposits.

Capital

At December 31, 2000, 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 $698,000 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.

                                       23
<PAGE>


We continue to evaluate opportunities to deploy this excess capital in order to
improve shareholder returns. As a routine part of our business, we evaluate
opportunities with other financial institutions. Thus, at any time, discussions,
negotiations and due diligence activities concerning potential transactions may
occur.

From time to time, the Company may also purchase stock from shareholders who
have indicated a desire to sell their stock. Such transactions not only provide
liquidity for the Company's stock, but generally also improve the returns for
all remaining shareholders. Through the fourth quarter of 2000, the Company had
purchased and retired 6,200 shares of stock from shareholders.

The Bank's capital at December 31, 2000 will support assets up to $116 million
and maintain its well-capitalized status. Assuming that the Bank continues to
grow with a risk-weighted asset mix consistent with its historical experience,
that asset quality is maintained, and that earnings growth continues at its
current rate, our 12-month projected capital would approach the minimum limits
to be well-capitalized when our assets are approximately $128 million.

Given the recent signs of a slowing economy, and the Company's declining excess
capital levels, management has budgeted a much slower asset growth rate for
2001. Emphasis for 2001 will be focused on earnings improvement and operational
efficiency initiatives to improve the Company's capital growth through earnings.
In an effort to position the Bank for potential high growth opportunities in the
future, the Company obtained a credit line for $2,000,000 in the first quarter
of 2001 from one of its correspondent banks. The line has a two-year revolving
period, with interest paid quarterly, and is then repaid over a five-year even
amortization plus interest, on a quarterly basis. If capital is required at the
Bank level to support asset growth, the Company will borrow sufficient funds
against the credit facility and contribute them to the Bank to maintain its
"well-capitalized" status for at least the next 12 months.

Liquidity

The Bank's liquidity position is monitored on daily management reports, and the
Asset Review Committee reviews the Bank's liquidity position against policy
ratios on a weekly basis. The Board of Directors reviews policy ratios against
actual performance in the monthly board reports.

We intend to manage loan growth so that net deposit growth will provide the
primary funding for net loan growth as well as cash reserves for working
capital. To the extent that net deposit growth from the local community (core
funding) is inadequate to support the loan demand, alternative short-term and
long-term funding sources are available.

Short-term funding is provided by the Bank's investment in federal funds sold,
and the marketable securities in its investment portfolio. Marketable securities
may be sold or used as collateral for short-term repurchase agreements with the
Bank's correspondent banks.

Long-term funding is available through loans from the Federal Home Loan Bank
("FHLB") that are collateralized by the Bank's investment in real estate loans
or marketable securities. Other long-term funding sources include non-local
institutional certificates of deposit that are obtained through direct
advertising on the Internet and brokered deposits placed through approved
brokers in the national markets. We 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. At times, term borrowings from
the FHLB and even brokered deposits can be obtained at rates more favorable that
local market term deposits. As long as policy limits will allow, management will
use non-core funding sources that have lower costs relative to local market term
deposits.

                                       24
<PAGE>

The Bank's liquidity and asset/liability policies place limits on these non-core
funding sources, which are monitored on a weekly basis by management and a
monthly basis by the board. These limits are designed to place emphasis on local
deposit growth and limit the Bank's ability to grow solely from non-core funding
sources.

For 2000, deposit growth exceeded loan growth by $1.9 million. Securities
held-to-maturity remained unchanged at $1.9 million. Securities
available-for-sale increased $5.6 million to $18.9 million. At December 31,
2000, the weighted average life of the Bank's security portfolio was 5.9 years
with a weighted average tax equivalent yield of 6.69%. All of the Bank's
investment securities are eligible as collateral for borrowings under either
repurchase agreements with our correspondent banks or advances from the Federal
Home Loan Bank. At December 31, 2000, securities totaling $2.5 million were
pledged as collateral for $2.5 million borrowed under master repurchase
agreements with The Bankers Bank and securities totaling $4.1 million were
pledged as collateral for FHLB advances. Securities totaling $480,000 were
pledged as collateral for a deposit account. As of December 31, 2000, the Bank
had unfunded loan commitments totaling $5.7 million.

At year end the funds available for liquidity purposes consisted of $13.1
million in securities (eligible for sale under repurchase agreements), plus
Federal funds sold and other short-term bank deposits of $4.2 million, for a
total of $17.3 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 25 to 40 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. 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. Our correspondent banks may revoke these lines at any time.

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. At September 30, 2000, the Bank had a total of $12.9
million in advances outstanding with the FHLB. We have assigned $15.9 million in
eligible residential first mortgage and commercial real estate loans and $4.1
million in marketable securities to the FHLB as collateral for this financing.

The FHLB currently has call options on $9.0 million of its advances 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, we evaluate funding alternatives in light of
the Bank's interest rate risk profile at the time.

RESULTS OF OPERATIONS

The Company had net earnings of $735,689 ($1.05 per share) for 2000 as compared
to net earnings of $652,072 ($0.93 per share) for 1999.

Net Interest Income

Net interest income increased $623,249 in 2000 to $3,462,433. This was primarily
due to the  increase in average  earning  assets from $64.1  million for 1999 to
$84.3  million  for 2000.  The net yield on average  earning  assets  before the
provision  for loan losses was 4.11% for 2000.  This compares to 4.43% for 1999.
The lower yield for 2000 was  primarily  due to the  increase  in funding  costs
attributable to the increase in interest  bearing deposits and borrowed funds as
a percent of earning assets.  In 2000 average interest bearing funding was 88.3%
of average earning assets. In 1999 average interest bearing funding was 86.5% of
average earning assets.

                                       25
<PAGE>

Summary of Loan Loss Experience

    Allowance for possible loan losses                 2000             1999
    ----------------------------------                 ----             ----
Balance at the beginning of the period           $    684,131          569,185
Charge-offs:
    Commercial                                         39,916             -
    Real estate - mortgage                             27,781             -
    Consumer loans                                     72,412           63,025
                                                      -------          -------
    Total                                             140,109           63,025
                                                      -------          -------
Recoveries:
    Consumer loans                                     27,557           37,210
                                                      -------          -------
    Total                                              27,557           37,210
                                                      -------          -------
Net charge-offs:                                      112,552           25,815
Additions charged to operations                       285,323          140,761
                                                      -------          -------
Balance at end of period                         $    856,902          684,131
                                                      =======          =======
Average loans outstanding                        $ 62,753,539       47,646,549
Ratio of net charge-offs to average loans               0.18%            0.05%
Ratio of allowance to average loans                     1.37%            1.44%

The provision for loan losses was $285,323 for 2000, an increase of $144,562
from 1999. On a quarterly basis, we evaluate the history of the Bank's loan
charge-offs and review the credit risk in the Bank's loan portfolio. Based on
the results of these reviews, we evaluate the adequacy of the allowance for
possible loan losses. 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, we evaluate the
composite risk ratings in a model that assesses the adequacy of the current
allowance for loan losses. This evaluation is presented 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. Past due loans are reviewed weekly, and large
loans are reviewed periodically. Risk ratings may be changed 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.

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.

We expect 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. We consider the year end allowance adequate to cover
potential losses in the loan portfolio.

                                       26
<PAGE>

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:

                     Grade                  Short Definition
                     -----                  ----------------
                       1         Total absence of credit risk
                       2         Minimal credit risk
                       3         Average credit risk
                       4         Acceptable, but more than average credit risk
                       5         Greater than normal credit risk
                       6         Excessive credit risk
                       7         Potential loss
                       8         Uncollectable

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 2001 allocated to current
risk grade balances based on historical analysis of charge-offs associated with
original loan grades is:

                      Projected
                        Grade        Charge-offs
                        -----        -----------
                          1                -
                          2                 108
                          3              62,535
                          4              84,540
                          5               9,194
                          6              12,912
                          7                -
                          8                -
                                        -------
                        Total           169,289
                                        =======

Loans with a risk grade greater than 4 generally result from lower risk grade
loans that have deteriorated and been down graded to a higher risk category.
Since historical charge-off data is correlated to the original loan grade, for
loan grades greater than 4, management uses reserve rates that it feels are at
least as conservative as those commonly accepted under regulatory guidance.

Risk Elements
<TABLE>
<CAPTION>

                                                                              2000          1999
                                                                              ----          ----
<S>                                                                  <C>                  <C>
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
Nonaccrual loans                                                     $       64,296        33,582
Accruing loans contractually past due 90 days or more                $         -             -
Troubled debt restructurings                                         $       68,007       165,583
</TABLE>

                                       27
<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 $7,488 in 2000 and $4,204 in 1999. The amount of interest that was
included in interest income on the above loans was $1,831 in 2000 and $883 in
1999.

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 $26,142 (6%) in 2000 to $437,588 from 1999.
Service charges on deposit accounts increased $19,865 (10%) to $215,453. While
average transaction account balances increased 30% in 2000 over 1999, service
charges on transaction and savings accounts increased 21% to $72,159 and
insufficient funds charges increased 5% to $143,294. These lower growth rates
are primarily attributable to customers maintaining sufficient balances to avoid
service charges and to reduced collection rates on insufficient funds charges.

Other income consists primarily of mortgage origination fee income, credit life
premium income, fee income on MasterCard and Visa and income on bank owned life
insurance. Mortgage origination fee income decreased $19,283 (18%) in 2000 to
$88,072 from 1999. This was due primarily to the lack of demand for mortgage
loans caused by higher interest rates. The decrease in credit life premium
income of $ 3,392 (10%) in 2000 to $32,257 from 1999 was due mainly to increased
policy claims. Fee income from MasterCard and Visa increased $9,702 (91%) in
2000 to $20,326 from 1999. Income accrued on bank owned life insurance increased
$22,356 (58%) to $60,607 at year-end.

Non-interest expenses increased $450,475 or 21% to $2,591,360 for 2000 over
1999. Average earning assets for 2000 increased $20.2 million or 32% to $84.3
million over 1999. The Bank's operating efficiencies continue to improve.

Salaries and benefits for 2000 increased $249,373 or 22% to $1,359,170 over
1999. The number of full-time-equivalent employees grew from 34 in the fourth
quarter of 1999 to 40 in the fourth quarter of 2000.

Occupancy costs for 2000 increased by $49,842 or 15% to $384,541 over 1999. This
increase is primarily due to the addition of the West Rome office in the second
quarter of 2000.

Other operating expenses increased in 2000 by $151,260 or 22% to $847,649. The
more significant items of other operating expenses were:

  (1) account processing expenses, which increased 3% to $209,043;
  (2) advertising and marketing expenses, which increased 3% to $83,711; and
  (3) professional fees, which increased 22% to $144,195.

Most of the other operating expense increases are due to the higher volume of
business associated with the Bank's growth. In 2000, management implemented a
technology development program to evaluate all of its existing technologies and
determine the most effective alternatives for data processing, item
processing/check imaging, new loan and deposit processing, document imaging and
optical data storage. Internet banking and e-commerce evaluations were also
initiated. A technology consultant was used to assist with the evaluations.
Contracts on these technology initiatives are in various stages of completion
and services are expected to be installed throughout 2001. These initiatives
should further improve customer services as well as operating efficiencies. We

                                       28
<PAGE>

continue to focus on improving operating expense efficiencies, through the use
of current banking technologies, outsourcing solutions and human resource
training and development.

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 and earnings growth as long as the economy does not
experience a sustained economic downturn.

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.

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<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>

                                       30
<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.
2000 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.

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