Exhibit 10.1


    
      

    

    
       
AGREEMENT
      AND PLAN OF MERGER

    


    THIS
      AGREEMENT AND PLAN OF MERGER
      (this
“Agreement”) is made and entered into as of
      August 11, 2006,
      by
      and between Maplesville Bancorp (“Maplesville”), a corporation organized and
      existing under the laws of the State of Alabama, and SouthCrest Financial Group,
      Inc. (“SouthCrest”), a corporation organized and existing under the laws of the
      State of Georgia.

     

    Preamble

    


    The
      Boards of Directors of Maplesville and SouthCrest are of the opinion that the
      transaction described herein is in the best interest of the parties and their
      respective shareholders. This Agreement provides for the merger of Maplesville
      with and into SouthCrest (the “Merger”). At the effective time of the Merger,
      and subject to the terms, conditions and limitations set forth herein, the
      outstanding shares of the capital stock of Maplesville shall be converted into
      the right to receive cash and shares of the common stock of SouthCrest. As
      a
      result, some or all of the Maplesville shareholders shall become shareholders
      of
      SouthCrest. The transaction described in this Agreement is subject to the
      approvals of the shareholders of Maplesville, the Board of Governors of the
      Federal Reserve System, the Alabama State Banking Department, and the Georgia
      Department of Banking and Finance, and the satisfaction of certain other
      conditions described in this Agreement. It is the intention of the parties
      to
      this Agreement that the Merger for federal income tax purposes shall qualify
      as
      a “reorganization” within the meaning of Section 368(a) of the Internal Revenue
      Code.

    


    Immediately
      following the Closing of the Merger, Peachtree Bank (“Bank”), a financial
      institution organized under the laws of the states of Alabama and a wholly-owned
      subsidiary of Maplesville, will remain in existence under its Articles of
      Incorporation and Bylaws, as in effect immediately prior to the Effective Time,
      as a wholly-owned subsidiary of SouthCrest. 

    


    Certain
      terms used in this Agreement are defined in Section 11.1 of this
      Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the above and the mutual warranties, representations, covenants
      and agreements set forth herein, the parties, intending to be legally bound,
      agree as follows:

    


    ARTICLE
      1

    TRANSACTION
      AND TERMS OF MERGER

    


    1.1    Merger.
      Subject
      to the terms and conditions of this Agreement, at the Effective Time,
      Maplesville shall be merged with and into SouthCrest in accordance with the
      provisions of Section 14-2-1101 of the GBCC and Section 10-2B-11.07 of the
      Alabama Code and with the effect provided in Section 14-2-1106 of the GBCC
      and
      Section 10-2B-11.06 of the Alabama Code. SouthCrest shall be the Surviving
      Corporation resulting from the Merger and the separate existence of Maplesville
      shall cease. The Merger shall be consummated pursuant to the terms of this
      Agreement, which has been approved and adopted by the respective Boards of
      Directors of Maplesville and SouthCrest.


    
      
        
        

      

      
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    1.2    Time
      and Place of Closing.
      The
      Closing will take place at 9:30 a.m. on the date that the Effective Time occurs
      (or the immediately preceding day if the Effective Time is earlier than 9:30
      a.m.), or at such other time as the Parties, acting through their Chief
      Executive Officers, may mutually agree. The place of Closing shall be at the
      offices of Powell Goldstein LLP, Atlanta, Georgia, or such other place as may
      be
      mutually agreed upon by the Parties.

    


    1.3    Effective
      Time.
      The
      Merger contemplated by this Agreement shall become effective on the date and
      at
      the time the Articles of Merger reflecting the Merger shall become effective
      with the Secretaries of State of the States of Georgia and Alabama. Subject
      to
      the terms and conditions hereof, unless otherwise mutually agreed upon in
      writing by the Chief Executive Officers of each Party, the Parties shall use
      their reasonable efforts to cause the Effective Time to occur on the last
      business day of the month in which occurs the last to occur of (i) the effective
      date (including expiration of any applicable waiting period) of the last
      required Consent of any Regulatory Authority having authority over and approving
      or exempting the Merger, (ii) the date on which the Maplesville shareholders
      approve this Agreement, or (iii) such later date as may be mutually agreed
      upon
      in writing by the Chief Executive Officers of each Party.

    


    1.4    Restructure
      of Transaction.
      SouthCrest shall have the right to revise the structure of the Merger
      contemplated by this Agreement, including substituting a separate entity as
      the
      acquiror, provided, that no such revision to the structure of the Merger (i)
      shall result in any changes in the amount or type of the consideration which
      the
      Maplesville shareholders are entitled to receive under this Agreement, (ii)
      would unreasonably impede or delay consummation of the Merger, or (iii) imposes
      any less favorable terms or conditions on Maplesville or Maplesville’s
      shareholders. SouthCrest may revise the structure of the Merger by giving
      written notice to Maplesville in the manner provided in Section 11.8, which
      notice shall be in the form of an amendment to this Agreement or in the form
      of
      a proposed amendment to this Agreement or in the form of an Amended and Restated
      Agreement and Plan of Merger, and the addition of such other exhibits hereto
      as
      are reasonably necessary or appropriate to effect such change and Maplesville
      agrees to cooperate in all respects and to take any necessary or useful actions
      with respect thereto.

    


    ARTICLE
      2

    TERMS
      OF MERGER

    


    2.1    Articles
      of Incorporation.
      The
      Articles of Incorporation of SouthCrest in effect immediately prior to the
      Effective Time shall be the Articles of Incorporation of the Surviving
      Corporation until otherwise amended or repealed.

    


    2.2    Bylaws.
      The
      Bylaws of SouthCrest in effect immediately prior to the Effective Time shall
      be
      the Bylaws of the Surviving Corporation until otherwise amended or
      repealed.

    


    2.3    Directors.
      The
      directors of SouthCrest in office immediately prior to the Effective Time and
      Harvey N. Clapp shall serve as the directors of SouthCrest from and after
      the Effective Time in accordance with the Bylaws of SouthCrest, until the
      earlier of their resignation or removal or otherwise ceasing to be a
      director.


    
      
        
        

      

      
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    2.4    Officers.
      The
      officers of SouthCrest in office immediately prior to the Effective Time shall
      serve as the officers of SouthCrest from and after the Effective Time in
      accordance with the Bylaws of SouthCrest.

    


    ARTICLE
      3

    MANNER
      OF CONVERTING SHARES

    


    3.1    Conversion
      of Shares. Subject to the provisions of this Article 3, at the Effective Time,
      by virtue of the Merger and without any action on the part of the holders
      thereof, the shares of the constituent corporations shall be converted as
      follows:

    


     (a)    each
      share of SouthCrest Common Stock issued and outstanding immediately prior to
      the
      Effective Time shall remain issued and outstanding from and after the Effective
      Time.

    


     (b)    (1)    each
      share of Maplesville Common Stock issued and outstanding at the Effective Time
      (excluding shares held by SouthCrest or Maplesville or either of their
      subsidiaries, in each case other than in a fiduciary capacity or as a result
      of
      debts previously contracted, and excluding shares held by Maplesville
      shareholders who perfect their dissenters’ rights of appraisal as provided in
      Section 3.4 of this Agreement), shall be exchanged for: (i) 133.03 shares of
      SouthCrest Common Stock (the “Common Stock Consideration”) and (ii) $2,915.44 in
      cash (the “Cash Consideration”) (collectively, with the Preferred Stock
      Consideration, the “Merger Consideration”).

    


      (2)    each
      share of Maplesville Preferred Stock issued and outstanding at the Effective
      Time (excluding shares held by SouthCrest or Maplesville or either of their
      subsidiaries, in each case other than in a fiduciary capacity or as a result
      of
      debts previously contracted, and excluding shares held by Maplesville
      shareholders who perfect their dissenters’ rights of appraisal as provided in
      Section 3.4 of this Agreement), shall be exchanged for 17.01 shares of
      SouthCrest Common Stock (the “Preferred Stock Consideration”).

    


     (c)    each
      share of Maplesville Stock as set forth in Section 3.1(a) of this Agreement
      shall cease to be outstanding and each holder of a certificate representing
      any
      such shares of Maplesville Stock shall cease to have any rights with respect
      thereto, except the right to receive such holder’s portion of the Merger
      Consideration and any cash in lieu of fractional shares of SouthCrest Common
      Stock to be issued or paid in consideration therefor upon surrender of such
      certificate in accordance with Section 4.1 of this Agreement, without
      interest.

    


    3.2    Anti-Dilution
      Provisions.
      In the
      event SouthCrest changes the number of shares of SouthCrest Common Stock issued
      and outstanding prior to the Effective Time as a result of a stock split, stock
      dividend or similar recapitalization with respect to such stock and the record
      date therefor (in the case of a stock dividend) or the effective date therefor
      (in the case of a stock split or similar recapitalization) shall be prior to
      the
      Effective Time, the Merger Consideration shall be proportionately
      adjusted.


    
      
        
        

      

      
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    3.3    Shares
      Held by Maplesville or SouthCrest.
      Each of
      the shares of Maplesville Stock held by any Maplesville Company or any
      SouthCrest Company, in each case other than in a fiduciary capacity or as a
      result of debts previously contracted, shall be canceled and retired at the
      Effective Time, and no consideration shall be issued in exchange
      therefor.

    


    3.4    Dissenting
      Shareholders.
      Each
      holder of shares of Maplesville Common Stock or Maplesville Preferred Stock
      shall be entitled to exercise dissenters’ rights of appraisal in accordance with
      and as contemplated by Sections 10-2B-13.01 et
      seq.
      of the
      Alabama Code. Any holder of shares of Maplesville Common Stock or Maplesville
      Preferred Stock who perfects his dissenter’s right of appraisal in accordance
      with and as contemplated by Sections 10-2B-13.01 et seq. of the Alabama
      Code shall be entitled to receive the value of such shares in cash as determined
      pursuant to such provision of Law; provided,
      however,
      that no
      such payment shall be made to any dissenting shareholder unless and until such
      dissenting shareholder has complied with the applicable provisions of the
      Alabama Code and surrendered to the appropriate Party the certificate or
      certificates representing the shares for which payment is being made. In the
      event that after the Effective Time a dissenting shareholder of either Party
      fails to perfect, or effectively withdraws or loses, his right to appraisal
      and
      of payment for his shares, the Surviving Corporation shall issue and deliver
      the
      consideration to which such shareholder is entitled under this Article 3
      (without interest) upon surrender by such shareholder of his or her certificate
      or certificates representing the shares of common stock of either
      Party.

     

    3.5    Fractional
      Shares.
      Notwithstanding any other provision of this Agreement, each holder of shares
      of
      Maplesville Stock exchanged pursuant to the Merger, who would otherwise have
      been entitled to receive a fraction of a share of SouthCrest Common Stock (after
      taking into account all certificates delivered by such holder), shall receive,
      in lieu thereof, cash (without interest) in an amount equal to such fractional
      part of a share of SouthCrest Common Stock multiplied by $22.75. No
      such
      holder will be entitled to dividends, voting rights or any other rights as
      a
      shareholder in respect of any fractional shares.

     

    ARTICLE
      4

    EXCHANGE
      OF SHARES

    


    4.1    Exchange
      Procedures.
      Within
      20 days after the Effective Time, SouthCrest shall, as exchange agent, mail
      to
      the former shareholders of Maplesville appropriate transmittal and election
      materials (which shall specify that delivery shall be effected, and risk of
      loss
      and title to the certificates theretofore representing shares of Maplesville
      Stock shall pass, only upon proper delivery of such certificates to SouthCrest).
      After the Effective Time, each holder of shares of Maplesville Stock (other
      than
      shares to be canceled pursuant to Section 3.3 of this Agreement or as to which
      dissenters’ rights of appraisal have been perfected as provided in
      Section 3.4 of this Agreement) issued and outstanding at the Effective Time
      shall surrender the certificate or certificates representing such shares to
      SouthCrest and shall within 20 days after surrender thereof receive in exchange
      therefor the consideration provided in Section 3.1 of this Agreement, together
      with all undelivered dividends or distributions in respect of such shares
      (without interest thereon) pursuant to Section 4.2 of this Agreement. To the
      extent required by Section 3.5 of this Agreement, each holder of shares of
      Maplesville Stock issued and outstanding at the Effective Time also shall
      receive, upon surrender of the certificate or certificates representing such
      shares, cash in lieu of any fractional share of SouthCrest Common Stock to
      which
      such holder may be otherwise entitled (without interest). SouthCrest shall
      not
      be obligated to deliver the consideration to which any former holder of
      Maplesville Stock is entitled as a result of the Merger until such holder
      surrenders his certificate or certificates representing the shares of
      Maplesville Stock for exchange as provided in this Section 4.1. The certificate
      or certificates of Maplesville Stock so surrendered shall be duly endorsed
      as
      SouthCrest may require. Any other provision of this Agreement notwithstanding,
      SouthCrest shall not be liable to a holder of Maplesville Stock for any amounts
      paid or property delivered in good faith to a public official pursuant to any
      applicable abandoned property Law.


    
      
        
        

      

      
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    4.2    Rights
      of Former Shareholders.
      At the
      Effective Time, the stock transfer books of Maplesville shall be closed as
      to
      holders of Maplesville Stock immediately prior to the Effective Time, and no
      transfer of Maplesville Stock by any such holder shall thereafter be made or
      recognized. Until surrendered for exchange in accordance with the provisions
      of
      Section 4.1 of this Agreement, each certificate theretofore representing shares
      of Maplesville Stock (other than shares to be canceled pursuant to Sections
      3.3
      and 3.4 of this Agreement) shall from and after the Effective Time represent
      for
      all purposes only the right to receive the consideration provided in
      Sections 3.1 and 3.5 of this Agreement in exchange therefor. To the extent
      permitted by Law, former shareholders of record of Maplesville shall be entitled
      to vote after the Effective Time at any meeting of SouthCrest shareholders
      the
      number of whole shares of SouthCrest Common Stock into which their respective
      shares of Maplesville Stock are converted, regardless of whether such holders
      have exchanged their certificates representing Maplesville Stock for
      certificates representing SouthCrest Common Stock in accordance with the
      provisions of this Agreement. Whenever a dividend or other distribution is
      declared by SouthCrest on the SouthCrest Common Stock, the record date for
      which
      is at or after the Effective Time, the declaration shall include dividends
      or
      other distributions on all shares issuable pursuant to this Agreement, but
      no
      dividend or other distribution payable to the holders of record of SouthCrest
      Common Stock as of any time subsequent to the Effective Time shall be delivered
      to the holder of any certificate representing shares of Maplesville Stock issued
      and outstanding at the Effective Time until such holder surrenders such
      certificate for exchange as provided in Section 4.1 of this Agreement.
      However, upon surrender of such Maplesville Stock certificate in exchange for
      SouthCrest Common Stock, both the SouthCrest Common Stock certificate (together
      with all such undelivered dividends or other distributions without interest)
      and
      any undelivered cash payments to be paid for fractional share interests (without
      interest) shall be delivered and paid with respect to each share represented
      by
      such certificate.

    


    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF MAPLESVILLE

    


    No
      representation or warranty contained in this Article 5 shall be deemed untrue
      or
      incorrect, and Maplesville shall not be deemed to have breached a representation
      or warranty as a consequence of the existence or absence of any fact, event
      or
      circumstance, unless such fact, event or circumstance, whether individually
      or
      in the aggregate with all other facts, has had or is reasonably likely to have
      a
      Material Adverse Effect on Maplesville and is not set forth in the Maplesville
      Disclosure Schedule or otherwise Previously Disclosed. 


    
      
        
        

      

      
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    Except
      as
      Previously Disclosed or disclosed in the document of even date herewith
      delivered by Maplesville to SouthCrest prior to the execution and delivery
      of
      this Agreement and referring to the representations and warranties in this
      Agreement (the “Maplesville Disclosure Schedule”), Maplesville hereby represents
      and warrants to SouthCrest as follows:

    


    5.1    Organization,
      Standing and Power.
      Maplesville is a corporation duly organized, validly existing and in good
      standing under the Laws of the State of Alabama and is duly registered as a
      bank
      holding company under the BHC Act. Maplesville has the corporate power and
      authority to carry on its business as now conducted and to own, lease and
      operate its Assets. No Maplesville Company owns any property or conducts any
      business outside of the State of Alabama which would require any of them to
      be
      qualified as a foreign corporation in any jurisdiction. Bank is duly organized
      as a state banking corporation under the laws of the State of Alabama, and
      its
      deposits are insured by the FDIC up to applicable limits. 

    


    5.2    Authority;
      No Breach By Agreement.
      

    


     (a)    Maplesville
      has the corporate power and authority necessary to execute, deliver and perform
      its obligations under this Agreement and to consummate the transactions
      contemplated hereby. The execution, delivery and performance of this Agreement
      and the consummation of the transactions contemplated herein, including the
      Merger, have been duly and validly authorized by all necessary corporate action
      in respect thereof on the part of Maplesville, subject to the approval of this
      Agreement by the holders of two-thirds of the outstanding shares of Maplesville
      Common Stock and by the holders of a majority of the outstanding shares of
      Maplesville Preferred Stock entitled to vote at the Maplesville Meeting. Subject
      to the Consents of Regulatory Authorities and Maplesville shareholder approval,
      this Agreement represents a legal, valid and binding obligation of Maplesville,
      enforceable against Maplesville in accordance with its terms (except in all
      cases as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar Laws affecting the enforcement
      of creditors’ rights generally and except that the availability of the equitable
      remedy of specific performance or injunctive relief is subject to the discretion
      of the court before which any proceeding may be brought).

    


     (b)    Neither
      the execution and delivery of this Agreement by Maplesville nor the consummation
      by Maplesville of the transactions contemplated hereby, nor compliance by
      Maplesville with any of the provisions hereof, will (i) conflict with or
      result in a breach of any provision of Maplesville’s Articles of Incorporation
      or Bylaws, or (ii) constitute or result in a Default under, or require any
      Consent pursuant to, or result in the creation of any Lien on any Asset of
      any
      Maplesville Company under, any Contract or Permit of any Maplesville Company,
      or
      (iii) subject to receipt of the requisite approvals referred to in
      Section 9.1(a) and (b) of this Agreement, violate any Law or Order
      applicable to any Maplesville Company or any of their respective
      Assets.

    


     (c)    No
      notice
      to, filing with or Consent of any public body or authority is necessary for
      the
      consummation by Maplesville of the Merger and the transaction contemplated
      in
      this Agreement other than (i) in connection or compliance with the provisions
      of
      the Securities Laws, applicable state corporate and securities Laws, (ii)
      Consents required from Regulatory Authorities, (iii) notices to or filings
      with
      the IRS or the Pension Benefit Guaranty Corporation with respect to any employee
      benefit plans, (iv) under the HSR Act, and (v) Consents, filings or
      notifications.

    


    
      
        
        

      

      
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    5.3    Capital
      Stock and Other Securities.
      

    


     (a)    The
      authorized capital stock of Maplesville consists of 3,000 shares of Maplesville
      Common Stock, $10 par value, and 1,548 shares of Maplesville Preferred Stock,
      $10 par value and $387 stated value (collectively, the “Maplesville Stock”). As
      of
      the date
      hereof, there
      were 2,916 shares of Maplesville Common Stock issued, consisting of 2,592
      outstanding shares and 324 treasury shares. As of the date hereof, there were
      1,548 shares of Maplesville Preferred Stock issued and outstanding. All of
      the
      issued and outstanding shares of Maplesville Stock are duly and validly issued
      and outstanding and are fully paid and nonassessable under the Alabama Code.
      None of the outstanding shares of capital stock of Maplesville has been issued
      in violation of any preemptive rights of the current or past shareholders of
      Maplesville. 

    


    (b)    There
      are
      no shares of capital stock or other equity securities of Maplesville outstanding
      and no outstanding options, warrants, scrip, rights to subscribe to, calls
      or
      commitments of any character whatsoever relating to, or securities or rights
      convertible into or exchangeable for, shares of the capital stock of Maplesville
      or contracts, commitments, understandings or arrangements by which Maplesville
      is or may be bound to issue additional shares of its capital stock or options,
      warrants or rights to purchase or acquire any additional shares of its capital
      stock.

    


    (c)    
The
      list
      of shareholders of Maplesville attached hereto as Exhibit F
      it true
      and correct. 

    


    5.4    Maplesville’s
      Subsidiary.
      Other
      than Bank, Maplesville has no subsidiaries.

    


    5.5    Financial
      Statements, etc.
      

    


     (a)    Maplesville
      has Previously Disclosed, and delivered to SouthCrest prior to the execution
      of
      this Agreement, copies of all Maplesville Financial Statements for periods
      ended
      prior to the date hereof and will deliver to SouthCrest copies of all
      Maplesville Financial Statements and monthly financial statements for
      Maplesville prepared subsequent to the date hereof. The Maplesville Financial
      Statements (as of the dates thereof and for the periods covered thereby)
      (i) are or will be, if dated after the date of this Agreement, in
      accordance with the books and records of Maplesville, which are or will be,
      complete and correct and which have been or will have been maintained in
      accordance with good business practices, and (ii) present or will present
      fairly the financial position of Maplesville as of the dates indicated and
      the
      results of operations, changes in shareholders’ equity and cash flows of
      Maplesville for the periods indicated. To the Knowledge of Maplesville, (i)
      the
      Maplesville Financial Statements do not contain any untrue statement of a fact
      or omit to state a fact necessary to make the Maplesville Financial Statements
      not misleading with respect to the periods covered by them and (ii) the
      Maplesville Financial Statement fairly present, in all respects, the financial
      condition, results of operations and cash flows of Maplesville as of, and for,
      the periods covered by them.


    
      
        
        

      

      
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    (b)    Each
      Maplesville Company maintains accurate books and records reflecting its
      respective assets and liabilities and maintains proper and adequate internal
      accounting controls which provide assurance that (i) transactions are executed
      with management’s authorization; (ii) transactions are recorded as
      necessary to permit preparation of the consolidated financial statements of
      Maplesville and to maintain accountability for Maplesville’s consolidated
      assets; (iii) access to Maplesville’s consolidated assets is permitted only
      in accordance with management’s authorization; (iv) the reporting of
      Maplesville’s consolidated assets is compared with existing assets at regular
      intervals; (v) accounts, notes and other receivables and inventory are recorded
      accurately; and (vi) proper and adequate procedures are implemented to
      effect the collection thereof on a current and timely basis.

    


    5.6    Absence
      of Undisclosed Liabilities.
      No
      Maplesville Company has any Liabilities that are reasonably likely to have,
      individually or in the aggregate, a Material Adverse Effect on any Maplesville
      Company, except Liabilities which are accrued or reserved against in the
      consolidated balance sheets of Maplesville as of December 31, 2005 and
      March 31, 2006 included in the Maplesville Financial Statements or
      reflected in the notes thereto. No Maplesville Company has incurred or paid
      any
      Liability since March 31, 2006, except for such Liabilities incurred or
      paid in the ordinary course of business consistent with past business practice
      and which are not reasonably likely to have, individually or in the aggregate,
      a
      Material Adverse Effect on Maplesville. 

    


    5.7    Absence
      of Certain Changes or Events.
      Since
      March 31, 2006, except as Previously Disclosed, (i) there have been no
      events, changes or occurrences which have had, or are reasonably likely to
      have,
      individually or in the aggregate, a Material Adverse Effect on Maplesville
      (ii) no Maplesville Company has taken any action, or failed to take any
      action, prior to the date of this Agreement, which action or failure, if taken
      after the date of this Agreement, would represent or result in a Material breach
      or violation of any of the covenants and agreements of Maplesville provided
      in
      Article 7 of this Agreement, and (iii) each Maplesville Company has
      conducted its respective businesses in the ordinary and usual course (excluding
      the incurrence of expenses in connection with this Agreement and the
      transactions contemplated hereby).

    


    5.8    Tax
      Matters.
      

    


    (a)    All
      Tax
      returns required to be filed by or on behalf of any Maplesville Company have
      been timely filed or requests for extensions have been timely filed, granted
      and
      have not expired for periods ended on or before December 31, 2005, and on or
      before the date of the most recent fiscal year end immediately preceding the
      Effective Time, and all returns filed are complete and accurate in all respects
      to the Knowledge of Maplesville. All Taxes shown on filed returns have been
      paid
      as of the date of this Agreement, and there is no audit, examination,
      deficiency, or refund Litigation with respect to any Taxes, except as reserved
      against in the Maplesville Financial Statements delivered prior to the date
      of
      this Agreement. All Taxes and other Liabilities due with respect to completed
      and settled examinations or concluded Litigation have been paid.

    


    
      
        
        

      

      
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    (b)    No
      Maplesville Company has executed an extension or waiver of any statute of
      limitations on the assessment or collection of any Tax due that is currently
      in
      effect, and no unpaid tax deficiency has been asserted in writing against or
      with respect to any Maplesville Company, which deficiency is reasonably likely
      to have, individually or in the aggregate, a Material Adverse Effect on
      Maplesville.

    


    (c)    Adequate
      provision for any Taxes due or to become due by any Maplesville Company for
      the
      period or periods through and including the date of the respective Maplesville
      Financial Statements has been made and is reflected on such Maplesville
      Financial Statements.

    


    (d)    Deferred
      Taxes of each Maplesville Company has been adequately provided for.


    


    (e)    Each
      Maplesville Company is in compliance with, and their respective records contain
      all information and documents (including, without limitation, properly completed
      IRS Forms W-9) necessary to comply with, all applicable information reporting
      and Tax withholding requirements under federal, state and local Tax Laws, and
      such records identify with specificity all accounts subject to backup
      withholding under Section 3406 of the Internal Revenue Code.

    


    (f)    
No
      Maplesville Company has made any payments, is obligated to make any payments
      or
      is a party to any contract, agreement or other arrangement that could obligate
      it to make any payments that would be disallowed as a deduction under Section
      280G or 162(m) of the Internal Revenue Code.

    


    (g)    There
      are
      no Material Liens with respect to Taxes upon any of the Assets of any
      Maplesville Company.

    


    (h)    There
      has
      not been an ownership change, as defined in Internal Revenue Code Section
      382(g), of any Maplesville Company that occurred during or after any Taxable
      Period in which any Maplesville Company incurred a net operating loss that
      carries over to any Taxable Period ending after December 31, 2005.

    


    (i)    
No
      Maplesville Company has filed any consent under Section 341(f) of the Internal
      Revenue Code concerning collapsible corporations.

    


    (j)    
No
      Maplesville Company has or has had a permanent establishment in any foreign
      country, as defined in any applicable tax treaty or convention between the
      United States and such foreign country.

    


    5.9    Allowance.
      The
      Allowance shown on the consolidated balance sheets of Maplesville included
      in
      the most recent Maplesville Financial Statements dated prior to the date of
      this
      Agreement was, and the Allowance shown on the consolidated balance sheets of
      Maplesville included in the Maplesville Financial Statements as of dates
      subsequent to the execution of this Agreement will be, as of the dates thereof,
      adequate or more than adequate (within the meaning of GAAP and applicable
      regulatory requirements or guidelines) to provide for losses relating to or
      inherent in the loan and lease portfolios (including accrued interest
      receivables) of Bank and other extensions of credit by Bank as of the dates
      thereof, except where the failure of such Allowance to be so adequate is not
      reasonably likely to have a Material Adverse Effect on
      Maplesville.


    
      
        
        

      

      
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    5.10         
      Assets.
      

    


    (a)    As
      of the
      date hereof, all loans, discounts and financing leases (in which a Maplesville
      Company is lessor) reflect on the latest Maplesville Financial Statement were,
      and with respect to the latest Maplesville Financial Statements delivered as
      of
      the dates subsequent to the execution of this Agreement will be as of the dates
      thereof, (i) at the time and under the circumstances in which made, made
      for good, valuable and adequate consideration in the ordinary course of business
      of its consolidated group and are the legal, valid and binding obligations
      of
      the obligors thereof, (ii) evidenced by genuine notes, agreements or other
      evidences of indebtedness and (iii) to the extent secured, have been
      secured, to the knowledge of Maplesville by valid liens and security interests
      which have been perfected. Accurate lists of all loans, discounts and financing
      leases as of March 31, 2006 and on a monthly basis thereafter, and of the
      investment portfolios of the Bank as of such date, have been and will be
      delivered to SouthCrest concurrently with this Agreement. Except as Previously
      Disclosed, neither Maplesville nor the Bank is a party to any written or oral
      loan agreement, note or borrowing arrangement, including any loan guaranty,
      that
      was, as of the most recent month-end (A) delinquent by more than 30 days in
      the payment of principal or interest, (B) known by Maplesville to be
      otherwise in default for more than 30 days, (C) classified as
“substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any
      comparable classification by the Bank, the FDIC, the Federal Reserve Board
      or
      the OCC, (D) an obligation of any director, executive officer or 10%
      shareholder of any Maplesville Company who is subject to Regulation O of the
      Federal Reserve Board (12 C.F.R. Part 215), or any person, corporation or
      enterprise controlling, controlled by or under common control with any of the
      foregoing, or (E) in violation of any law, regulation or rule of any
      governmental authority, other than those that are immaterial in
      amount.

    


    (b)    Except
      as
      Previously Disclosed or as disclosed or reserved against in the Maplesville
      Financial Statements, each Maplesville Company has good and marketable title,
      free and clear of all Liens, to all of their respective Assets. All tangible
      properties used in the businesses of each Maplesville Company are in good
      condition, reasonable wear and tear excepted, and are usable in the ordinary
      course of business consistent with each Maplesville Company’s past practices
      except for deficiencies that are not likely to have individually or in the
      aggregate a Material Adverse Effect on the Maplesville Companies. All Assets
      which are Material to the Maplesville Companies’ respective businesses held
      under leases or subleases by each Maplesville Company, are held under valid
      Contracts enforceable in accordance with their respective terms (except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other Laws affecting the enforcement of creditors’
rights generally and except that the availability of the equitable remedy of
      specific performance or injunctive relief is subject to the discretion of the
      court before which any proceedings may be brought), and each such Contract
      is in
      full force and effect. Management believes that the policies of fire, theft,
      liability and other insurance maintained with respect to the Assets or
      businesses of each Maplesville Company provide adequate coverage against loss
      or
      Liability, and the fidelity and blanket bonds in effect as to which the
      Maplesville Companies are a named insured are, in the reasonable belief of
      Maplesville’s management, reasonably sufficient. No Maplesville Company has
      received notice from any insurance carrier that (i) such insurance will be
      canceled or that coverage thereunder will be reduced or eliminated or (ii)
      premium costs with respect to such policies of insurance will be substantially
      increased. The Assets of the Maplesville Companies include all assets required
      to operate the respective businesses of the Maplesville Companies as presently
      conducted.


    
      
        
        

      

      
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    5.11         
      Environmental
      Matters.
      To the
      Knowledge of Maplesville:

    


    (a)    The
      Maplesville Companies, their respective Participation Facilities and Loan
      Properties are, and have been, in full compliance with all Environmental
      Laws.

    


    (b)    There
      is
      no Litigation pending or threatened before any court, governmental agency,
      board, authority or other forum in which the Maplesville Companies or any of
      their respective Participation Facilities and Loan Properties has been or,
      with
      respect to threatened Litigation, may be named as a defendant or potentially
      responsible party (i) for alleged noncompliance (including by any
      predecessor) with any Environmental Law or (ii) relating to the release
      into the environment of any Hazardous Material, whether or not occurring at,
      on,
      under or involving a site owned, leased or operated by the Maplesville Companies
      or any of their respective Participation Facilities and Loan
      Properties.

    


    (c)    There
      is
      no reasonable basis for any Litigation of a type described in subsection
      (b).

    


    (d)    During
      the period of (i) the Maplesville Companies’ ownership or operation of any
      of their respective current properties, (ii) the Maplesville Companies’
participation in the management of any Participation Facility or (iii) the
      Maplesville Companies’ holding of a security interest in a Loan Property, there
      have been no releases, spills or discharges of Hazardous Material or other
      conditions involving Hazardous Materials in, on, under or affecting any
      Participation Facility or Loan Property.

    


    (e)    There
      is
      no asbestos or lead paint in the current properties of any of the Maplesville
      Companies’ respective properties.

    


    5.12         
      Compliance
      with Laws.
      Each
      Maplesville Company has in effect all Permits necessary for it to own, lease
      or
      operate its Assets and to carry on its business as now conducted. No Maplesville
      Company:

    


    (a)    is
      in
      violation of any Laws, Orders or Permits applicable to its business or employees
      conducting its business; nor

    


    (b)    except
      as
      Previously Disclosed, has received any notification or communication from any
      agency or department of federal, state or local government or any Regulatory
      Authority or the staff thereof (i) asserting that any Maplesville Company is
      not
      in compliance with any of the Laws or Orders which such governmental authority
      or Regulatory Authority enforces, or (iii) requiring any Maplesville Company
      to
      enter into or consent to the issuance of a cease and desist order, formal
      agreement, directive, commitment or memorandum of understanding, or to adopt
      any
      Board resolution or similar undertaking, which restricts the conduct of its
      businesses, or in any manner relates to their respective capital adequacy,
      credit or reserve policies, management or the payment of
      dividends.


    
      
        
        

      

      
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    5.13         
      Labor
      Relations.
      No
      Maplesville Company is the subject of any Litigation asserting that any of
      them
      has committed an unfair labor practice (within the meaning of the National
      Labor
      Relations Act or comparable state law) or seeking to compel any Maplesville
      Company to bargain with any labor organization as to wages or conditions of
      employment, nor is any Maplesville Company a party to or bound by any collective
      bargaining agreement, Contract or other agreement or understanding with a labor
      union or labor organization, nor is there any strike or other labor dispute
      involving either of them, pending or threatened, nor is there any activity
      involving any Maplesville Companies’ employees seeking to certify a collective
      bargaining unit or engaging in any other organization activity.

    


    5.14         
      Employee
      Benefit Plans.

    


     (a)    Maplesville
      has Previously Disclosed, and delivered or made available to SouthCrest prior
      to
      the execution of this Agreement, correct and complete copies in each case of
      all
      pension, retirement, profit-sharing, deferred compensation, stock option,
      employee stock ownership, severance pay, vacation, bonus or other incentive
      plans, all other written employee programs, arrangements or agreements, all
      medical, vision, dental or other health plans, all life insurance plans and
      all
      other employee benefit plans or fringe benefit plans, including, without
      limitation, “employee benefit plans” as that term is defined in
      Section 3(3) of ERISA currently adopted, maintained by, sponsored in whole
      or in part by, or contributed to by any Maplesville Company or any company
      that
      together therewith is treated as a single employer under Section 414 of the
      Internal Revenue Code (a “Maplesville
      ERISA Affiliate”),
      or
      with respect to which any Maplesville Company or any Maplesville ERISA Affiliate
      has any unsatisfied liability whether contingent or otherwise, for the benefit
      of employees, retirees, dependents, spouses, directors, independent contractors
      or other beneficiaries (collectively, the “Maplesville
      Benefit Plans”).
      Each
      of the Maplesville Benefit Plans which is an “employee welfare benefit plan,” as
      that term is defined in Section 3(l) of ERISA, or an “employee pension
      benefit plan,” as that term is defined in Section 3(2) of ERISA, is
      referred to herein as a “Maplesville ERISA Plan.” No Maplesville ERISA Plan is
      also a “pension plan” (as defined in Treasury Regulations
      Section 1.401-1(b)(1)(i)). No Maplesville ERISA Plan is or has been a
“multi-employer plan” within the meaning of Section 3(37) of ERISA or a
“multiple employer welfare arrangement” within the meaning of Section 3(40) of
      ERISA.

    


    (b)    Maplesville
      has delivered or made available to SouthCrest prior to the execution of this
      Agreement correct and complete copies of the following documents: (i) all
      trust agreements or other funding arrangements for such Maplesville Benefit
      Plans (including insurance contracts), and all amendments thereto, (ii) with
      respect to any such Maplesville Benefit Plans or amendments, all determination
      letters, Material rulings, Material opinion letters, Material information
      letters or Material advisory opinions issued by the IRS, the United States
      Department of Labor or the Pension Benefit Guaranty Corporation after
      December 31, 2005, (iii) annual reports or returns, audited or
      unaudited financial statements, actuarial valuations and reports and summary
      annual reports prepared for any Maplesville Benefit Plan with respect to the
      most recent three plan years, and (iv) the most recent summary plan descriptions
      and any Material modifications thereto.


    
      
        
        

      

      
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    (c)    All
      Maplesville Benefit Plans are in compliance with the applicable terms of ERISA,
      the Internal Revenue Code, and any other applicable Laws and all reports and
      disclosures relating to the Maplesville Benefit Plans required to be filed
      with
      or furnished to any governmental entity, participants or beneficiaries have
      or
      will be filed or furnished in a timely manner and in accordance with applicable
      law. Each Maplesville ERISA Plan which is intended to be qualified under
      Section 401(a) of the Internal Revenue Code has received a favorable
      determination letter from the IRS which remains in effect as to the plan as
      it
      may have been amended, and no Maplesville Company is aware of any circumstances
      likely to reasonably result in revocation of any such favorable determination
      letter or failure of a Maplesville ERISA Plan intended to satisfy Internal
      Revenue Code Section 401(a) to satisfy the Tax qualification provisions of
      the
      Internal Revenue Code applicable thereto. Each Maplesville Benefit Plan which
      is
      subject to Section 401(k) and/or 401(m) of the Internal Revenue Code has been
      tested for compliance with, and has satisfied the requirements of Section 401(k)
      and 401(m) for the most recent three plan years. No Maplesville Company nor
      any
      Maplesville ERISA Affiliate has engaged in a transaction with respect to any
      Maplesville Benefit Plan that would subject any Maplesville Company to a Tax
      or
      penalty imposed by either Section 4975 of the Internal Revenue Code or
      Section 502(i) of ERISA. Each fiduciary as to each Maplesville Benefit Plan
      has complied in all respects with the requirements of Section 404 of ERISA.
      

     

    (d)    Except
      as
      required under Title I, Part 6 of ERISA and Internal Revenue Code Section 4980
      B, no Maplesville Company has any obligations to provide health and life
      benefits under any of the Maplesville Benefit Plans to former employees, and
      there are no restrictions on the rights of each Maplesville Company to amend
      or
      terminate any such plan without incurring any Liability thereunder.

    


    (e)    Except
      as
      Previously Disclosed, neither the execution and delivery of this Agreement
      nor
      the consummation of the transactions contemplated hereby solely as a result
      of
      such actions, will (i) result in any payment (including, without
      limitation, severance, unemployment compensation, golden parachute or otherwise)
      becoming due to any officer, director or any employee of the Maplesville
      Companies from the Maplesville Companies under any Maplesville Benefit Plan
      or
      otherwise, (ii) increase any benefits otherwise payable under any
      Maplesville Benefit Plan, or (iii) result in any acceleration of the time
      of payment or vesting of any such benefit. Each Maplesville Benefit Plan can
      be
      terminated without liability to any Maplesville Company or any Maplesville
      ERISA
      Affiliate or SouthCrest, including without limitation any additional
      contributions, penalties, premiums, fees or any other charges as a result of
      such termination. Other than routine claims for benefits, there are no actions,
      audits, investigations, suits or claims pending, or threatened with respect
      to
      any Maplesville Benefit Plan, or any trust or other funding agency created
      thereunder. Each Maplesville Benefit Plan or agreement that is or contains
      a
“non-qualified deferred compensation plan” within the meaning of Section 409A of
      the Internal Revenue Code is operated in accordance with the requirements of
      paragraphs (2), (3), and (4) of Section 409A(a)(1)(A)(i). 


    
      
        
        

      

      
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    (f)    
Each
      Maplesville Company and all Maplesville ERISA Affiliates have made full and
      timely payment of, or has accrued pending full and timely payment, all amounts
      which are required under the terms of each of the Maplesville Benefit Plan
      and
      in accordance with applicable laws to be paid contribution to each Maplesville
      Benefit Plan. The actuarial present values of all accrued deferred compensation
      entitlements (including, without limitation, entitlements under any executive
      compensation, supplemental retirement, or employment agreement) of directors
      and
      employees and former directors and employees of the Maplesville Companies and
      their respective beneficiaries have been fully reflected on the Maplesville
      Financial Statements to the extent required by and in accordance with
      GAAP.

    


    (g)    No
      payment or benefit made, to be made or due to any participant under a
      Maplesville Benefit Plan, or other arrangement on account of the transactions
      contemplated hereunder will be deemed to constitute an "excess parachute
      payment" within the meaning of Internal Revenue Code Section 280G and the
      regulations promulgated thereunder unless such payment receives shareholder
      approval as required by the Internal Revenue Code.

    


    5.15        
      Material
      Contracts.
      Except
      as Previously Disclosed or otherwise reflected in the Maplesville Financial
      Statements, no Maplesville Company nor any of their respective Assets,
      businesses or operations, is a party to, or is bound or affected by, or receives
      benefits under, (i) any employment, severance, termination, consulting or
      retirement Contract providing for aggregate payments to any Person in any
      calendar year in excess of $50,000, (ii) any Contract relating to the
      borrowing of money by any Maplesville Company or the guarantee by any
      Maplesville Company of any such obligation (other than Contracts evidencing
      deposit liabilities, purchases of federal funds, fully-secured repurchase
      agreements, trade payables, letters of credit and Contracts relating to
      borrowings or guarantees made in the ordinary course of business), or
      (iii) any other Contract or amendment thereto that would be required to be
      filed as an exhibit to an Maplesville Regulatory Report filed by Maplesville
      with any Regulatory Authority as of the date of this Agreement and that has
      not
      been filed by Maplesville with any Regulatory Authority as an exhibit to any
      Maplesville Regulatory Report for the fiscal year ended December 31, 2005
      (together with all Contracts referred to in Sections 5.10 and 5.14(a) of this
      Agreement, the “Maplesville Contracts”). With respect to each Maplesville
      Contract, (i) the Contract is in full force and effect, (ii) no
      Maplesville Company is in Default thereunder, (iii) no Maplesville Company
      has repudiated or waived any provision of any such Contract, and (iv) no other
      party to any such Contract is in Default in any respect, or has repudiated
      or
      waived any provision thereunder. Except as Previously Disclosed, all of the
      indebtedness of the Maplesville Companies for money borrowed is prepayable
      at
      any time by the Maplesville Companies without penalty or premium.

    


    5.16         
      Legal
      Proceedings.
      Except
      as Previously Disclosed, there is no Litigation instituted or pending, or,
      to
      the Knowledge of Maplesville, threatened against any Maplesville Company, or
      against any Asset, interest or right of any of them, nor are there any Orders
      of
      any Regulatory Authorities, other governmental authorities or arbitrators
      outstanding against any Maplesville Company.


    
      
        
        

      

      
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    5.17         
      Reports.
      The
      Maplesville Companies have timely filed all reports and statements, together
      with any amendments required to be made with respect thereto, that they were
      required to file with Regulatory Authorities and any applicable state securities
      or banking authorities. As of their respective dates, each of such reports
      and
      documents, including the financial statements, exhibits and schedules thereto,
      complied in all respects with all applicable Laws. As of their respective dates,
      each such report and document did not contain any untrue statement of a fact
      or
      omit to state a fact required to be stated therein or necessary to make the
      statements made therein, in light of the circumstances under which they were
      made, not misleading.

    


    5.18         
      Statements
      True and Correct.
      No
      statement, certificate, instrument or other writing furnished or to be furnished
      by any Maplesville Company or any Affiliate thereof to SouthCrest pursuant
      to
      this Agreement or any other document, agreement or instrument referred to herein
      contains or will contain any untrue statement of fact or will omit to state
      a
      fact necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading. None of the information supplied
      or
      to be supplied by any Maplesville Company or any Affiliate thereof for inclusion
      in the Proxy Statement to be mailed to Maplesville shareholders in connection
      with the Maplesville Meeting, and any other documents to be filed by a
      Maplesville Company or any Affiliate thereof with any Regulatory Authority
      in
      connection with the transactions contemplated hereby, will, at the time such
      documents are filed, and with respect to the Proxy Statement, when first mailed
      to the shareholders of Maplesville, be false or misleading with respect to
      any
      fact, or omit to state any fact necessary to make the statements therein, in
      light of the circumstances under which they were made, not misleading, or,
      in
      the case of the Proxy Statement or any amendment thereof or supplement thereto,
      at the time of the Maplesville Meeting, be false or misleading with respect
      to
      any fact, or omit to state any fact necessary to correct any statement in any
      earlier communication with respect to the solicitation of any proxy for such
      shareholder’s meeting. All documents that any Maplesville Company or any
      Affiliate thereof is responsible for filing with any Regulatory Authority in
      connection with the transactions contemplated hereby will comply as to form
      in
      all respects with the provisions of applicable Law.

    


    5.19        
      Tax
      and Regulatory Matters.
      No
      Maplesville Company or any Affiliate thereof has taken any action or has any
      Knowledge of any fact or circumstance that is reasonably likely to
      (i) prevent the Merger from qualifying as a reorganization within the
      meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially
      impede or delay receipt of any Consents of Regulatory Authorities referred
      to in
      Section 9.1(b) of this Agreement or result in the imposition of a condition
      or
      restriction of the type referred to in the second sentence of such Section.
      

    


    5.20         
      Derivatives.
      All
      interest rate swaps, caps, floors, option agreements, futures and forward
      contracts and other similar risk management arrangements, whether entered into
      for the Maplesville’s own account, or for the account of any Maplesville Company
      or its customers, were entered into (i) in accordance with prudent business
      practices and all applicable Laws, and (ii) with counterparties believed to
      be
      financially responsible.


    
      
        
        

      

      
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    5.21         
      Insurance
      Claims.
      Since
      December 31, 2000, the Maplesville Companies have made no claim under their
      directors and officers insurance policy or fidelity bond.

    


    5.22        
      Bank
      Secrecy Act.
      The Bank
      has complied in all respects with all requirements of Law under the Bank Secrecy
      Act and the USA Patriot Act, and the Bank has timely filed all reports of
      suspicious activity and currency transaction reports, including those required
      under 12 C.F.R. § 21.11.

    


    5.23         
      Brokers
      and Finders. Except
      for Maplesville Financial Advisor, neither the Maplesville Companies nor any
      of
      their respective officers, directors, employees or Representatives has employed
      any broker, finder or investment banker or incurred any Liability for any
      financial advisory fees, investment bankers fees, brokerage fees, commissions,
      or finder’s or other fees in connection with this Agreement or the transactions
      contemplated hereby.

    


    5.24         
      Loans
      to Executive Officers and Directors. The
      Maplesville Companies have not, since January 1, 2002, extended or maintained
      credit, arranged for the extension of credit, or renewed an extension of credit,
      in the form of a personal loan to or for any director or executive officer
      (or
      equivalent thereof) of Seller, except as permitted by Federal Reserve Regulation
      O.

    


    ARTICLE
      6

    REPRESENTATIONS
      AND WARRANTIES OF SOUTHCREST

    


    No
      representation or warranty contained in this Article 6 shall be deemed untrue
      or
      incorrect, and SouthCrest shall not be deemed to have breached a representation
      or warranty as a consequence of the existence or absence of any fact, event
      or
      circumstance, unless such fact, event or circumstance, whether individually
      or
      in the aggregate with all other facts, has had or is reasonably likely to have
      a
      Material Adverse Effect on SouthCrest and is not set forth in the SouthCrest
      Disclosure Schedule or otherwise Previously Disclosed.

    


    Except
      as
      Previously disclosed or disclosed in the document of even date herewith
      delivered by SouthCrest to Maplesville prior to the execution and delivery
      of
      this Agreement and referring to the representations and warranties in this
      Agreement (the “SouthCrest Disclosure Schedule”), SouthCrest hereby represents
      and warrants to Maplesville as follows:

    


    6.1    Organization,
      Standing and Power.
      SouthCrest is a corporation duly organized, validly existing and in good
      standing under the Laws of the State of Georgia and is duly registered as a
      bank
      holding company under the BHC Act. The banking subsidiaries of SouthCrest are
      duly organized and their deposits are insured by the FDIC up to applicable
      limits. SouthCrest has the corporate power and authority to carry on its
      business as now conducted and to own, lease and operate its Assets. No
      SouthCrest Company owns any property or conducts any business outside the State
      of Georgia which would require any of them to be qualified as a foreign
      corporation in any jurisdiction.

     

    
      
        
        

      

      
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    6.2    Authority;
      No Breach By Agreement.

    


    (a)    SouthCrest
      has the corporate power and authority necessary to execute, deliver and perform
      its obligations under this Agreement and to consummate the transactions
      contemplated hereby. The execution, delivery and performance of this Agreement
      and the consummation of the transactions contemplated herein, including the
      Merger, have been duly and validly authorized by all necessary corporate action
      in respect thereof on the part of SouthCrest. Subject to the Consents of
      Regulatory Authorities, this Agreement represents a legal, valid and binding
      obligation of SouthCrest, enforceable against SouthCrest in accordance with
      its
      terms (except in all cases as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting
      the
      enforcement of creditors’ rights generally and except that the availability of
      the equitable remedy of specific performance or injunctive relief is subject
      to
      the discretion of the court before which any proceeding may be
      brought).

    


    (b)    Neither
      the execution and delivery of this Agreement by SouthCrest, nor the consummation
      by SouthCrest of the transactions contemplated hereby, nor compliance by
      SouthCrest with any of the provisions hereof, will (i) conflict with or result
      in a breach of any provision of SouthCrest’s Articles of Incorporation or
      Bylaws, or (ii) constitute or result in a Default under, or require any Consent
      pursuant to, or result in the creation of any Lien on any Asset of any
      SouthCrest Company under, any Contract or Permit of any SouthCrest Company,
      or
      (iii) subject to receipt of the requisite approvals referred to in
      Section 9.1 (a) and (b) of this Agreement, violate any Law or Order
      applicable to any SouthCrest Company or any of their respective
      Assets.

    


    (c)    No
      notice
      to, filing with or Consent of any public body or authority is necessary for
      the
      consummation by SouthCrest of the Merger and the transaction contemplated in
      this Agreement other than (i) in connection or compliance with the provisions
      of
      the Securities Laws, applicable state corporate and securities Laws, (ii)
      Consents required from Regulatory Authorities, (iii) notices to or filings
      with
      the IRS or the Pension Benefit Guaranty Corporation with respect to any employee
      benefit plans, (iv) under the HSR Act, and (v) Consents, filings or
      notifications.

    


    6.3    Capital
      Stock and Other Securities.

    


    (a)    The
      authorized capital stock of SouthCrest consists of 10,000,000 shares of
      SouthCrest Common Stock. As of the date hereof, there were 3,581,193 shares
      of
      SouthCrest Common Stock issued and outstanding. As of the date hereof, options
      to purchase up to 183,500 shares of SouthCrest common stock were outstanding.
      All of the issued and outstanding shares of SouthCrest Common Stock are, and
      all
      of the shares of SouthCrest Common Stock to be issued in exchange for shares
      of
      Maplesville Common Stock upon consummation of the Merger, when issued in
      accordance with the terms of this Agreement, will be, duly and validly issued
      and outstanding and are fully paid and nonassessable under the GBCC. None of
      the
      outstanding shares of SouthCrest Common Stock has been, and none of the shares
      of SouthCrest Common Stock to be issued in exchange for shares of Maplesville
      Common Stock upon consummation of the Merger will be, issued in violation of
      any
      preemptive rights of the current or past shareholders of
      SouthCrest.


    
      
        
        

      

      
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    (b)    Except
      as
      set forth in Section 6.3(a) of this Agreement, or as Previously Disclosed,
      as of
      the date of this Agreement, there are no shares of capital stock or other equity
      securities of SouthCrest outstanding and no outstanding options, warrants,
      scrip, rights to subscribe to, calls or commitments of any character whatsoever
      relating to, or securities or rights convertible into or exchangeable for,
      shares of the capital stock of SouthCrest or contracts, commitments,
      understandings or arrangements by which SouthCrest is or may be bound to issue
      additional shares of its capital stock or options, warrants or rights to
      purchase or acquire any additional shares of its capital stock.

    


    6.4    SouthCrest’s
      Subsidiaries.
      Other
      than Bank of Upson and The First National Bank of Polk County, SouthCrest has
      no
      subsidiaries.

    


    6.5    Financial
      Statements, etc. 

    


    (a)    SouthCrest
      has Previously Disclosed, and delivered to Maplesville prior to the execution
      of
      this Agreement, copies of all SouthCrest Financial Statements for periods ended
      prior to the date hereof and will deliver to Maplesville copies of all
      SouthCrest Financial Statements and monthly financial statements for SouthCrest
      prepared subsequent to the date hereof. The SouthCrest Financial Statements
      (as
      of the dates thereof and for the periods covered thereby) (i) are or will
      be, if dated after the date of this Agreement, in accordance with the books
      and
      records of SouthCrest, which are or will be, materially complete and correct
      and
      which have been or will have been maintained in accordance with good business
      practices, and (ii) present or will present fairly the financial position
      of SouthCrest as of the dates indicated and the results of operations, changes
      in shareholders’ equity and cash flows of SouthCrest for the periods indicated,
      in accordance with GAAP (subject to any exceptions as to consistency specified
      therein or as may be indicated in the notes thereto or, in the case of interim
      financial statements, to normal recurring period-end adjustments that are not
      Material). To the Knowledge of SouthCrest, (i) the SouthCrest Financial
      Statements do not contain any untrue statement of a fact or omit to state a
      fact
      necessary to make the SouthCrest Financial Statements not misleading with
      respect to the periods covered by them and (ii) the SouthCrest Financial
      Statement fairly present, in all respects, the financial condition, results
      of
      operations and cash flows of SouthCrest as of, and for, the periods covered
      by
      them.

    


    (b)    SouthCrest
      maintains accurate books and records reflecting its respective assets and
      liabilities and maintains proper and adequate internal accounting controls
      which
      provide assurance that (i) transactions are executed with management’s
      authorization; (ii) transactions are recorded as necessary to permit
      preparation of the consolidated financial statements of SouthCrest and to
      maintain accountability for SouthCrest’s consolidated assets; (iii) access
      to SouthCrest’s consolidated assets is permitted only in accordance with
      management’s authorization; (iv) the reporting of SouthCrest’s consolidated
      assets is compared with existing assets at regular intervals; (v) accounts,
      notes and other receivables and inventory are recorded accurately; and
      (vi) proper and adequate procedures are implemented to effect the
      collection thereof on a current and timely basis.


    
      
        
        

      

      
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    6.6    Absence
      of Undisclosed Liabilities.
      No
      SouthCrest Company has any Liabilities that are reasonably likely to have,
      individually or in the aggregate, a Material Adverse Effect on any SouthCrest
      Company, except Liabilities which are accrued or reserved against in the
      consolidated balance sheets of SouthCrest as of December 31, 2005 and
      March 31, 2006 included in the SouthCrest Financial Statements or reflected
      in the notes thereto. No SouthCrest Company has incurred or paid any Liability
      since March 31, 2006, except for such Liabilities incurred or paid in the
      ordinary course of business consistent with past business practice and which
      are
      not reasonably likely to have, individually or in the aggregate, a Material
      Adverse Effect on SouthCrest.

    


    6.7    Absence
      of Certain Changes or Events.
      Since
      March 31, 2006, except as Previously Disclosed, (i) there have been no
      events, changes or occurrences which have had, or are reasonably likely to
      have,
      individually or in the aggregate, a Material Adverse Effect on SouthCrest,
      and
      (ii) no SouthCrest Company has taken any action, or failed to take any
      action, prior to the date of this Agreement, which action or failure, if taken
      after the date of this Agreement, would represent or result in a breach or
      violation of any of the covenants and agreements of SouthCrest provided in
      Article 7 of this Agreement, and (iii) each SouthCrest Company has conducted
      it
      respective businesses in the ordinary and usual course (excluding the incurrence
      of expenses in connection with this Agreement and the transactions contemplated
      hereby). 

    


    6.8    Tax
      Matters.
      

    


     (a)    All
      Tax
      returns required to be filed by or on behalf of any SouthCrest Company have
      been
      timely filed or requests for extensions have been timely filed, granted and
      have
      not expired for periods ended on or before December 31, 2005, and on or before
      the date of the most recent fiscal year end immediately preceding the Effective
      Time, and all returns filed are complete and accurate in all respects to the
      Knowledge of SouthCrest. All Taxes shown on filed returns have been paid as
      of
      the date of this Agreement, and there is no audit, examination, deficiency,
      or
      refund Litigation with respect to any Taxes, except as reserved against in
      the
      SouthCrest Financial Statements delivered prior to the date of this Agreement.
      All Taxes and other Liabilities due with respect to completed and settled
      examinations or concluded Litigation have been paid.

    


     (b)   No
      SouthCrest Company has executed an extension or waiver of any statute of
      limitations on the assessment or collection of any Tax due that is currently
      in
      effect, and no unpaid tax deficiency has been asserted in writing against or
      with respect to any SouthCrest Company, which deficiency is reasonably likely
      to
      have, individually or in the aggregate, a Material Adverse Effect on
      SouthCrest.

    


     (c)    Adequate
      provision for any Taxes due or to become due by any SouthCrest Company for
      the
      period or periods through and including the date of the respective SouthCrest
      Financial Statements has been made and is reflected on such SouthCrest Financial
      Statements.

    



    
      
        
        

      

      
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     (d)    Deferred
      Taxes of each SouthCrest Company has been provided for in accordance with GAAP.
      Each SouthCrest Company has adopted Financial Accounting Standards Board
      Statement 109, “Accounting for Income Taxes.”

    


     (e)    Each
      SouthCrest Company is in compliance with, and their respective records contain
      all information and documents (including, without limitation, properly completed
      IRS Forms W-9) necessary to comply with, all applicable information reporting
      and Tax withholding requirements under federal, state and local Tax Laws, and
      such records identify with specificity all accounts subject to backup
      withholding under Section 3406 of the Internal Revenue Code.

    


     (f)    No
      SouthCrest Company has made any payments, is obligated to make any payments
      or
      is a party to any contract, agreement or other arrangement that could obligate
      it to make any payments that would be disallowed as a deduction under Section
      280G or 162(m) of the Internal Revenue Code.

    


     (g)   There
      are
      no Material Liens with respect to Taxes upon any of the Assets of any SouthCrest
      Company.

    


     (h)    There
      has
      not been an ownership change, as defined in Internal Revenue Code Section
      382(g), of any SouthCrest Company that occurred during or after any Taxable
      Period in which any SouthCrest Company incurred a net operating loss that
      carries over to any Taxable Period ending after December 31, 2005.

    


     (i)    No
      SouthCrest Company has filed any consent under Section 341(f) of the Internal
      Revenue Code concerning collapsible corporations.

    


     (j)    No
      SouthCrest Company has or has had a permanent establishment in any foreign
      country, as defined in any applicable tax treaty or convention between the
      United States and such foreign country.

    


    6.9    Allowance.
      The
      Allowance shown on the consolidated balance sheets of SouthCrest included in
      the
      most recent SouthCrest Financial Statements dated prior to the date of this
      Agreement was, and the Allowance shown on the consolidated balance sheets of
      SouthCrest included in the SouthCrest Financial Statements as of dates
      subsequent to the execution of this Agreement will be, as of the dates thereof,
      adequate or more than adequate (within the meaning of GAAP and applicable
      regulatory requirements or guidelines) to provide for losses relating to or
      inherent in the loan and lease portfolios (including accrued interest
      receivables) of the SouthCrest Companies and other extensions of credit by
      the
      SouthCrest Companies as of the dates thereof, except where the failure of such
      Allowance to be so adequate is not reasonably likely to have a Material Adverse
      Effect on SouthCrest.

    


    6.10         
      Assets.
      

    


     (a)   As
      of the
      date hereof, all loans, discounts and financing leases (in which a SouthCrest
      Company is lessor) reflect on the latest SouthCrest Financial Statement were,
      and with respect to the latest SouthCrest Financial Statements delivered as
      of
      the dates subsequent to the execution of this Agreement will be as of the dates
      thereof, (i) at the time and under the circumstances in which made, made
      for good, valuable and adequate consideration in the ordinary course of business
      of its consolidated group and are the legal, valid and binding obligations
      of
      the obligors thereof, (ii) evidenced by genuine notes, agreements or other
      evidences of indebtedness and (iii) to the extent secured, have been
      secured, to the knowledge of SouthCrest by valid liens and security interests
      which have been perfected. Accurate lists of all loans, discounts and financing
      leases as of March 31, 2006 and on a monthly basis thereafter, and of the
      investment portfolios of the Bank as of such date, have been and will be
      delivered to Maplesville concurrently with this Agreement. Except as Previously
      Disclosed, neither SouthCrest nor any SouthCrest Company is a party to any
      written or oral loan agreement, note or borrowing arrangement, including any
      loan guaranty, that was, as of the most recent month-end (A) delinquent
      by more than 30 days in the payment of principal or interest, (B) known by
      SouthCrest to be otherwise in default for more than 30 days, (C) classified
      as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any
      comparable classification by the Bank, the FDIC, the Federal Reserve Board
      or
      the OCC, (D) an obligation of any director, executive officer or 10%
      shareholder of any SouthCrest Company who is subject to Regulation O of the
      Federal Reserve Board (12 C.F.R. Part 215), or any person, corporation or
      enterprise controlling, controlled by or under common control with any of the
      foregoing, or (E) in violation of any law, regulation or rule of any
      governmental authority, other than those that are immaterial in
      amount.


    
      
        
        

      

      
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    (b)    Except
      as
      Previously Disclosed or as disclosed or reserved against in the SouthCrest
      Financial Statements, each SouthCrest Company has good and marketable title,
      free and clear of all Liens, to all of their respective Assets. All tangible
      properties used in the businesses of each SouthCrest Company are in good
      condition, reasonable wear and tear excepted, and are usable in the ordinary
      course of business consistent with each SouthCrest Company’s past practices
      except for deficiencies that are not likely to have individually or in the
      aggregate a Material Adverse Effect on the SouthCrest Companies. All Assets
      which are Material to the SouthCrest Companies’ respective businesses held under
      leases or subleases by each SouthCrest Company, are held under valid Contracts
      enforceable in accordance with their respective terms (except as enforceability
      may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or other Laws affecting the enforcement of creditors’ rights generally and
      except that the availability of the equitable remedy of specific performance
      or
      injunctive relief is subject to the discretion of the court before which any
      proceedings may be brought), and each such Contract is in full force and effect.
      Management believes that the policies of fire, theft, liability and other
      insurance maintained with respect to the Assets or businesses of each SouthCrest
      Company provide adequate coverage against loss or Liability, and the fidelity
      and blanket bonds in effect as to which the SouthCrest Companies are a named
      insured are, in the reasonable belief of SouthCrest’s management, reasonably
      sufficient. No SouthCrest Company has received notice from any insurance carrier
      that (i) such insurance will be canceled or that coverage thereunder will be
      reduced or eliminated or (ii) premium costs with respect to such policies of
      insurance will be substantially increased. The Assets of the SouthCrest
      Companies include all assets required to operate the respective businesses
      of
      the SouthCrest Companies as presently conducted.


    
      
        
        

      

      
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    6.11         
      Environmental
      Matters.
      To the
      Knowledge of SouthCrest,

    


     (a)   The
      SouthCrest Companies, their respective Participation Facilities and Loan
      Properties are, and have been, in full compliance with all Environmental
      Laws.

    


     (b)   There
      is
      no Litigation pending or threatened before any court, governmental agency,
      board, authority or other forum in which the SouthCrest Companies or any of
      their respective Participation Facilities and Loan Properties has been or,
      with
      respect to threatened Litigation, may be named as a defendant or potentially
      responsible party (i) for alleged noncompliance (including by any predecessor)
      with any Environmental Law or (ii) relating to the release into the environment
      of any Hazardous Material, whether or not occurring at, on, under or involving
      a
      site owned, leased or operated by the SouthCrest Companies or any of their
      respective Participation Facilities and Loan Properties.

    


     (c)   There
      is
      no reasonable basis for any Litigation of a type described in subsection
      (b).

    


     (d)   During
      the period of (i) the SouthCrest Companies’ ownership or operation of any
      of their respective current properties, (ii) the SouthCrest Companies’
participation in the management of any Participation Facility or (iii) the
      SouthCrest Companies’ holding of a security interest in a Loan Property, there
      have been no releases, spills or discharges of Hazardous Material or other
      conditions involving Hazardous Materials in, on, under or affecting any
      Participation Facility or Loan Property.

    


     (e)   There
      is
      no asbestos or lead paint in the current properties of any of the SouthCrest
      Companies’ respective properties.

    


    6.12         
      Compliance
      with Laws.
      Each
      SouthCrest Company has in effect all Permits necessary for it to own, lease
      or
      operate its Assets and to carry on its business as now conducted. No SouthCrest
      Company:

    


     (a)   is
      in
      violation of any Laws, Orders or Permits applicable to its business or employees
      conducting its business; nor

    


     (b)   except
      as
      Previously Disclosed, has received any notification or communication from any
      agency or department of federal, state or local government or any Regulatory
      Authority or the staff thereof (i) asserting that any SouthCrest Company is
      not
      in compliance with any of the Laws or Orders which such governmental authority
      or Regulatory Authority enforces, or (iii) requiring any SouthCrest Company
      to
      enter into or consent to the issuance of a cease and desist order, formal
      agreement, directive, commitment or memorandum of understanding, or to adopt
      any
      Board resolution or similar undertaking, which restricts materially the conduct
      of its businesses, or in any manner relates to their respective capital
      adequacy, credit or reserve policies, management or the payment of
      dividends.


    6.13         
      Labor
      Relations.
      No
      SouthCrest Company is the subject of any Litigation asserting that any of them
      has committed an unfair labor practice (within the meaning of the National
      Labor
      Relations Act or comparable state law) or seeking to compel any SouthCrest
      Company to bargain with any labor organization as to wages or conditions of
      employment, nor is any SouthCrest Company a party to or bound by any collective
      bargaining agreement, Contract or other agreement or understanding with a labor
      union or labor organization, nor is there any strike or other labor dispute
      involving either of them, pending or threatened, nor is there any activity
      involving any SouthCrest Companies’ employees seeking to certify a collective
      bargaining unit or engaging in any other organization activity.

    


    
      
        
        

      

      
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    6.14         
      Employee
      Benefit Plans.

    


     (a)   SouthCrest
      has Previously Disclosed, and delivered or made available to Maplesville prior
      to the execution of this Agreement, correct and complete copies in each case
      of
      all pension, retirement, profit-sharing, deferred compensation, stock option,
      employee stock ownership, severance pay, vacation, bonus or other incentive
      plans, all other written employee programs, arrangements or agreements, all
      medical, vision, dental or other health plans, all life insurance plans and
      all
      other employee benefit plans or fringe benefit plans, including, without
      limitation, “employee benefit plans” as that term is defined in
      Section 3(3) of ERISA currently adopted, maintained by, sponsored in whole
      or in part by, or contributed to by any SouthCrest Company or any company that
      together therewith is treated as a single employer under Section 414 of the
      Internal Revenue Code (a “SouthCrest
      ERISA Affiliate”),
      or
      with respect to which any SouthCrest Company or any SouthCrest ERISA Affiliate
      has any unsatisfied liability whether contingent or otherwise, for the benefit
      of employees, retirees, dependents, spouses, directors, independent contractors
      or other beneficiaries (collectively, the “SouthCrest
      Benefit Plans”).
      Each
      of the SouthCrest Benefit Plans which is an “employee welfare benefit plan,” as
      that term is defined in Section 3(l) of ERISA, or an “employee pension
      benefit plan,” as that term is defined in Section 3(2) of ERISA, is
      referred to herein as a “SouthCrest
      ERISA Plan.”
No
      SouthCrest ERISA Plan is also a “pension plan” (as defined in Treasury
      Regulations Section 1.401-1(b)(1)(i)). No SouthCrest ERISA Plan is or has
      been a “multi-employer plan” within the meaning of Section 3(37) of ERISA
      or a “multiple employer welfare arrangement” within the meaning of Section 3(40)
      of ERISA.

    


     (b)   SouthCrest
      has delivered or made available to Maplesville prior to the execution of this
      Agreement correct and complete copies of the following documents: (i) all
      trust agreements or other funding arrangements for such SouthCrest Benefit
      Plans
      (including insurance contracts), and all amendments thereto, (ii) with respect
      to any such SouthCrest Benefit Plans or amendments, all determination letters,
      Material rulings, Material opinion letters, Material information letters or
      Material advisory opinions issued by the IRS, the United States Department
      of
      Labor or the Pension Benefit Guaranty Corporation after December 31, 2005,
      (iii) annual reports or returns, audited or unaudited financial statements,
      actuarial valuations and reports and summary annual reports prepared for any
      SouthCrest Benefit Plan with respect to the most recent three plan years, and
      (iv) the most recent summary plan descriptions and any modifications
      thereto.

    


     (c)   All
      SouthCrest Benefit Plans are in compliance with the applicable terms of ERISA,
      the Internal Revenue Code, and any other applicable Laws and all reports and
      disclosures relating to the SouthCrest Benefit Plans required to be filed with
      or furnished to any governmental entity, participants or beneficiaries have
      or
      will be filed or furnished in a timely manner and in accordance with applicable
      law. Each SouthCrest ERISA Plan which is intended to be qualified under
      Section 401(a) of the Internal Revenue Code has received a favorable
      determination letter from the IRS which remains in effect as to the plan as
      it
      may have been amended, and no SouthCrest Company is aware of any circumstances
      likely to reasonably result in revocation of any such favorable determination
      letter or failure of a SouthCrest ERISA Plan intended to satisfy Internal
      Revenue Code Section 401(a) to satisfy the Tax qualification provisions of
      the
      Internal Revenue Code applicable thereto. Each SouthCrest Benefit Plan which
      is
      subject to Section 401(k) and/or 401(m) of the Internal Revenue Code has been
      tested for compliance with, and has satisfied the requirements of Section 401(k)
      and 401(m) for the most recent three plan years. No SouthCrest Company nor
      any
      SouthCrest ERISA Affiliate has engaged in a transaction with respect to any
      SouthCrest Benefit Plan that would subject any SouthCrest Company to a Tax
      or
      penalty imposed by either Section 4975 of the Internal Revenue Code or
      Section 502(i) of ERISA. Each fiduciary as to each SouthCrest Benefit Plan
      has complied in all respects with the requirements of Section 404 of ERISA.
      


    
      
        
        

      

      
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     (f)    Except
      as
      Previously Disclosed or as otherwise required under Title I, Part 6 of ERISA
      and
      Internal Revenue Code Section 4980 B, no SouthCrest Company has any obligations
      to provide health and life benefits under any of the SouthCrest Benefit Plans
      to
      former employees, and there are no restrictions on the rights of each SouthCrest
      Company to amend or terminate any such plan without incurring any Liability
      thereunder.

    


     (g)   Except
      as
      Previously Disclosed, neither the execution and delivery of this Agreement
      nor
      the consummation of the transactions contemplated hereby solely as a result
      of
      such actions, will (i) result in any payment (including, without
      limitation, severance, unemployment compensation, golden parachute or otherwise)
      becoming due to any officer, director or any employee of the SouthCrest
      Companies from the SouthCrest Companies under any SouthCrest Benefit Plan or
      otherwise, (ii) increase any benefits otherwise payable under any
      SouthCrest Benefit Plan, or (iii) result in any acceleration of the time of
      payment or vesting of any such benefit. Each SouthCrest Benefit Plan can be
      terminated without liability to any SouthCrest Company or any SouthCrest ERISA
      Affiliate or SouthCrest, including without limitation any additional
      contributions, penalties, premiums, fees or any other charges as a result of
      such termination. Other than routine claims for benefits, there are no actions,
      audits, investigations, suits or claims pending, or threatened with respect
      to
      any SouthCrest Benefit Plan, or any trust or other funding agency created
      thereunder. Each SouthCrest Benefit Plan or agreement that is or contains a
      “non-qualified deferred compensation plan” within the meaning of Section 409A of
      the Internal Revenue Code is operated in accordance with the requirements of
      paragraphs (2), (3), and (4) of Section 409A(a)(1)(A)(i). 

    


     (h)   Each SouthCrest
      Company and all SouthCrest ERISA Affiliates have made full and timely payment
      of, or has accrued pending full and timely payment, all amounts which are
      required under the terms of each of the SouthCrest Benefit Plan and in
      accordance with applicable laws to be paid contribution to each SouthCrest
      Benefit Plan. The actuarial present values of all accrued deferred compensation
      entitlements (including, without limitation, entitlements under any executive
      compensation, supplemental retirement, or employment agreement) of directors
      and
      employees and former directors and employees of the SouthCrest Companies and
      their respective beneficiaries have been fully reflected on the SouthCrest
      Financial Statements to the extent required by and in accordance with
      GAAP.

     

    
      
        
        

      

      
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    6.15        
      Material
      Contracts.
      Except
      as Previously Disclosed or otherwise reflected in the SouthCrest Financial
      Statements, no SouthCrest Company nor any of their respective Assets, businesses
      or operations, is a party to, or is bound or affected by, or receives benefits
      under, (i) any employment, severance, termination, consulting or retirement
      Contract providing for aggregate payments to any Person in any calendar year
      in
      excess of $50,000, (ii) any Contract relating to the borrowing of money by
      any SouthCrest Company or the guarantee by any SouthCrest Company of any such
      obligation (other than Contracts evidencing deposit liabilities, purchases
      of
      federal funds, fully-secured repurchase agreements, trade payables, letters
      of
      credit and Contracts relating to borrowings or guarantees made in the ordinary
      course of business), or (iii) any other Contract or amendment thereto that
      would be required to be filed as an exhibit to an SouthCrest Regulatory Report
      filed by SouthCrest with any Regulatory Authority as of the date of this
      Agreement and that has not been filed by SouthCrest with any Regulatory
      Authority as an exhibit to any SouthCrest Regulatory Report for the fiscal
      year
      ended December 31, 2005 (together with all Contracts referred to in
      Sections 6.10 and 6.14(a) of this Agreement, the “SouthCrest Contracts”). With
      respect to each SouthCrest Contract, (i) the Contract is in full force and
      effect, (ii) no SouthCrest Company is in Default thereunder, (iii) no SouthCrest
      Company has repudiated or waived any provision of any such Contract, and (iv)
      no
      other party to any such Contract is in Default in any respect, or has repudiated
      or waived any provision thereunder. Except as Previously Disclosed, all of
      the
      indebtedness of the SouthCrest Companies for money borrowed is prepayable at
      any
      time by the SouthCrest Companies without penalty or premium.

    


    6.16         
      Legal
      Proceedings.
      Except
      as Previously Disclosed, there is no Litigation instituted or pending, or,
      to
      the Knowledge of SouthCrest, threatened against any SouthCrest Company, or
      against any Asset, interest or right of any of them, nor are there any Orders
      of
      any Regulatory Authorities, other governmental authorities or arbitrators
      outstanding against any SouthCrest Company.

    


    6.17         
      Reports.
      

    


    (a)           
      The
      SouthCrest Companies have timely filed all reports and statements, together
      with
      any amendments required to be made with respect thereto, that they were required
      to file with Regulatory Authorities and any applicable state securities or
      banking authorities. As of their respective dates, each of such reports and
      documents, including the financial statements, exhibits and schedules thereto,
      complied in all respects with all applicable Laws. As of their respective dates,
      each such report and document did not contain any untrue statement of a fact
      or
      omit to state a fact required to be stated therein or necessary to make the
      statements made therein, in light of the circumstances under which they were
      made, not misleading.

    


    (b)           
      Since January 1, 2003, each SouthCrest Company has timely filed all reports
      and statements, together with any amendments required to be made with respect
      thereto, that it was required to file with the SEC, including but not limited
      to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements. As of their
      respective dates, each of such reports and documents, including the financial
      statements, exhibits, and schedules thereto, complied in all material respects
      with all applicable Laws, including, without limitation, all certifications
      required pursuant to 302 and 906 of the Sarbanes-Oxley Act and the rules and
      regulations of the SEC promulgated thereunder with respect to the SouthCrest
      SEC
      reports. As of its respective date, each such report and document did not,
      in
      any material respect, contain any untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary to make the
      statements made therein, in light of the circumstances under which they were
      made, not misleading.


    
      
        
        

      

      
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    6.18         
      Statements
      True and Correct.
      No
      statement, certificate, instrument or other writing furnished or to be furnished
      by any SouthCrest Company or any Affiliate thereof to Maplesville pursuant
      to
      this Agreement or any other document, agreement or instrument referred to herein
      contains or will contain any untrue statement of fact or will omit to state
      a
      fact necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading. None of the information supplied
      or
      to be supplied by any SouthCrest Company or any Affiliate thereof for inclusion
      in the Proxy Statement to be mailed to Maplesville shareholders in connection
      with the Maplesville Meeting, and any other documents to be filed by any
      SouthCrest Company or any Affiliate thereof with any Regulatory Authority in
      connection with the transactions contemplated hereby, will, at the respective
      time such documents are filed, and with respect to the Proxy Statement, when
      first mailed to the shareholders of Maplesville, be false or misleading with
      respect to any fact, or omit to state any fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading, or, in the case of the Proxy Statement or any amendment thereof
      or
      supplement thereto, at the time of the Maplesville Meeting, be false or
      misleading with respect to any fact, or omit to state any fact necessary to
      correct any statement in any earlier communication with respect to the
      solicitation of any proxy for such shareholder’s meeting. All documents that any
      SouthCrest Company or any Affiliate thereof is responsible for filing with
      any
      Regulatory Authority in connection with the transactions contemplated hereby
      will comply as to form in all respects with the provisions of applicable
      Law.

    


    6.19        
      Tax
      and Regulatory Matters.
      No
      SouthCrest Company or any Affiliate thereof has taken any action or has any
      Knowledge of any fact or circumstance that is reasonably likely to
      (i) prevent the Merger from qualifying as a reorganization within the
      meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially
      impede or delay receipt of any Consents of Regulatory Authorities referred
      to in
      Section 9.1(b) of this Agreement or result in the imposition of a condition
      or
      restriction of the type referred to in the second sentence of such Section
      9.1(b). 

    


    6.20         
      State
      Takeover Laws.
      SouthCrest has taken all necessary action to exempt the transactions
      contemplated by this Agreement from any applicable “moratorium,” “control
      share,” “fair price,” “business combination” or other state takeover
      Law.

    


    6.21          Articles
      of Incorporation Provisions.
      SouthCrest has taken all actions so that the entering into of this Agreement
      and
      the consummation of the Merger contemplated hereby do not and will not result
      in
      the grant of any rights to any Person under the Articles of Incorporation,
      Bylaws or other governing instruments of the SouthCrest Companies (other than
      voting, dissenters’ rights of appraisal or other similar rights) or restrict or
      impair the ability of Maplesville or any of its Subsidiaries to vote, or
      otherwise to exercise the rights of a shareholder with respect to, shares of
      the
      SouthCrest Common Stock that may be acquired or controlled by
      it.


    
      
        
        

      

      
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    6.22        
      Derivatives.
      All
      interest rate swaps, caps, floors, option agreements, futures and forward
      contracts and other similar risk management arrangements, whether entered into
      for SouthCrest’s own account, or for the account of any SouthCrest Company or
      its customers, were entered into (i) in accordance with prudent business
      practices and all applicable Laws, and (ii) with counterparties believed to
      be financially responsible.

    


    6.23         
      Insurance
      Claims.
      Since
      December 31, 2000, the SouthCrest Companies have made no claim under their
      directors and officers insurance policy or fidelity bond.

    


    6.24        
      Bank
      Secrecy Act.
      The
      SouthCrest Companies have complied in all respects with all requirements of
      Law
      under the Bank Secrecy Act and the USA Patriot Act, and the SouthCrest Companies
      have timely filed all reports of suspicious activity and currency transaction
      reports, including those required under
      12 C.F.R. § 21.11.

    


    6.25        
      Brokers
      and Finders. Neither
      the SouthCrest Companies nor any of their respective officers, directors,
      employees or Representatives has employed any broker, finder or investment
      banker or incurred any Liability for any financial advisory fees, investment
      bankers fees, brokerage fees, commissions, or finder’s or other fees in
      connection with this Agreement or the transactions contemplated
      hereby.

    


    6.26         
      Loans
      to Executive Officers and Directors. The
      SouthCrest Companies have not, since January 1, 2002, extended or maintained
      credit, arranged for the extension of credit, or renewed an extension of credit,
      in the form of a personal loan to or for any director or executive officer
      (or
      equivalent thereof) of Seller, except as permitted by Section 13(k) of the
      Exchange Act and Federal Reserve Regulation O.

    


    6.27         
      Eligibility
      to Register Shares on Form S-3.
      SouthCrest is eligible to register the shares of SouthCrest Common Stock to
      be
      issued as Merger Consideration for resale by the Maplesville shareholders on
      Form S-3 pursuant to the rules and regulations of the SEC.

    


    ARTICLE
      7

    CONDUCT
      OF BUSINESS PENDING CONSUMMATION

    


    7.1           
      Affirmative
      Covenants of Maplesville.
      From
      the date of this Agreement until the earlier of the Effective Time or the
      termination of this Agreement unless the prior written consent of SouthCrest
      shall have been obtained, and except as otherwise contemplated herein,
      Maplesville agrees: (i) to operate its business and cause any Maplesville
      Company to operate its business in the usual, regular and ordinary course;
      (ii)
      to preserve intact its business organizations and Assets and maintain its rights
      and franchises; (iii) to use its reasonable efforts to cause its representations
      and warranties to be correct at all times; and (iv) to take no action which
      would (a) adversely affect the ability of any Party to obtain any Consents
      required for the transactions contemplated hereby without imposition of a
      condition or restriction of the type referred to in the last sentence of
      Section 9.1(b) of this Agreement or (b) adversely affect in any Material
      respect the ability of either Party to perform its covenants and agreements
      under this Agreement.

     

    
      
        
        

      

      
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    7.2    Negative
      Covenants of Maplesville.
      From
      the date of this Agreement until the earlier of the Effective Time or the
      termination of this Agreement, Maplesville covenants and agrees that any
      Maplesville Company will not do or agree or commit to do, any of the following
      without the prior written consent of the Chief Executive Officer of SouthCrest,
      which consent shall not be unreasonably withheld:

    


     (a)   amend
      the
      Articles of Incorporation, Bylaws or other governing instruments of Maplesville
      or the Articles of Association, Bylaws or other governing instruments of any
      Maplesville Company; or

    


     (b)   incur
      any
      additional debt obligation or other obligation for borrowed money in excess
      of
      an aggregate of $50,000 except in the ordinary course of the business of any
      Maplesville Company consistent with past practices (which shall include creation
      of deposit liabilities, purchases of federal funds and entry into repurchase
      agreements fully secured by U.S. government or agency securities), or impose,
      or
      suffer the imposition, on any share of stock of any Maplesville Company held
      by
      the Maplesville Companies of any Lien or permit any such Lien to exist other
      than in connection with deposits, repurchase agreements, bankers’ acceptances,
      Federal Home Loan Bank advances, “treasury tax and loan” accounts established in
      the ordinary course of business, the satisfaction of legal requirements in
      the
      exercise of trust powers, and Liens in effect as of the date hereof that have
      been Previously Disclosed; or

    


     (c)   repurchase,
      redeem or otherwise acquire or exchange (other than exchanges in the ordinary
      course under employee benefit plans), directly or indirectly, any shares, or
      any
      securities convertible into any shares, of the capital stock of any Maplesville
      Company, or declare or pay any dividend or make any other distribution in
      respect of any Maplesville Company capital stock, except that Maplesville shall
      pay dividends on the Maplesville Preferred Stock in accordance with its terms
      and dividends on Maplesville Common Stock on or about July 1, 2006 in the amount
      of $50.00 per share, and if the Effective Time has not yet occurred, to
      shareholders of record on October 17, 2006 in the amount of $25.00 per share
      and
      to shareholders of record on January 17, 2007 in the amount of $25.00 per share;
      or

    


     (d)   except
      for this Agreement, or as Previously Disclosed, issue or sell, pledge, encumber,
      authorize the issuance of, enter into any Contract to issue, sell, pledge,
      encumber or authorize the issuance of, or otherwise permit to become
      outstanding, any additional shares of Maplesville Common or Preferred Stock,
      or
      any stock appreciation rights, or any option, warrant, conversion or other
      right
      to acquire any such stock; or

    


     (e)   adjust,
      split, combine or reclassify any capital stock of Maplesville or issue or
      authorize the issuance of any other securities in respect of or in substitution
      for shares of either Maplesville Common or Preferred Stock or Bank’s common
      stock or sell, lease, mortgage or otherwise dispose of or otherwise encumber
      any
      Asset having a book value in excess of $50,000 other than in the ordinary course
      of business for reasonable and adequate consideration; or


    
      
        
        

      

      
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     (f)    acquire
      direct or indirect control over any real property, other than in connection
      with
      (i) foreclosures in the ordinary course of business, or (ii) acquisitions of
      control by Maplesville in its fiduciary capacity; or

    


     (g)   except
      for purchases of U.S. Treasury securities or U.S. Government agency securities,
      which in either case have maturities of 15 years or less, or of mortgage-backed
      securities of maturity or grade consistent with past practices Previously
      Disclosed, purchase any securities or make any Material investment, either
      by
      purchase of stock or securities, contributions to capital, Asset transfers
      or
      purchase of any Assets, in any Person other than any Maplesville Company, or
      otherwise acquire direct or indirect control over any Person, other than in
      connection with (i) foreclosures in the ordinary course of business, (ii)
      acquisitions of control by a depository institution Subsidiary in its fiduciary
      capacity, or (iii) the creation of new, wholly-owned Subsidiaries organized
      to
      conduct or continue activities otherwise permitted by this Agreement;
      or

    


     (h)   grant
      any
      increase in compensation or benefits to the employees or officers of any
      Maplesville Company (including such discretionary increases as may be
      contemplated by existing employment agreements) exceeding 5% individually or
      in
      the aggregate on an annual basis, except in accordance with past practice
      Previously Disclosed or as required by Law, pay any bonus other than pursuant
      to
      a written policy or Contract in effect on the date of this Agreement and
      Previously Disclosed enter into or amend any severance agreements with officers
      of any Maplesville Company, grant any increase in fees or other increases in
      compensation or other benefits to directors of any Maplesville Company except
      in
      accordance with past practice Previously Disclosed; or

    


     (i)    enter
      into or amend any employment Contract between any Maplesville Company and any
      Person (unless such amendment is required by Law) that any Maplesville Company,
      as the case may be, does not have the unconditional right to terminate without
      Liability (other than Liability for services already rendered), at any time
      on
      or after the Effective Time; or

    


     (j)    adopt
      any
      new employee benefit plan of any Maplesville Company or make any Material change
      in or to any existing employee benefit plans of any Maplesville Company other
      than any such change that is required by Law or that, in the opinion of counsel,
      is necessary or advisable to maintain the tax qualified status of any such
      plan;
      or

    


     (k)   make
      any
      significant change in any Tax or accounting methods or systems of internal
      accounting controls, except as may be appropriate to conform to changes in
      Tax
      Laws, regulatory accounting requirements or GAAP; or

    


     (l)    commence
      any Litigation other than in accordance with past practice or settle any
      Litigation involving any Liability of any Maplesville Company for money damages
      in excess of $25,000 or Material restrictions upon the operations of any
      Maplesville Company; or


    
      
        
        

      

      
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     (m)         
      except
      in
      the ordinary course of business, modify, amend or terminate any Material
      Contract or waive, release, compromise or assign any Material rights or claims;
      or

    


    (n)    make
      any
      loan or extension of credit to any borrower of any Maplesville Company in excess
      of an aggregate of $1 million; or

    


    (o)    make
      any
      Material election with respect to Taxes.

    


    7.3    Affirmative
      Covenants of SouthCrest.
      From
      the date of this Agreement until the earlier of the Effective Time or the
      termination of this Agreement unless the prior written consent of Maplesville
      shall have been obtained, and except as otherwise contemplated herein,
      SouthCrest agrees: (i) to operate its business and cause any SouthCrest Company
      to operate its business in the usual, regular and ordinary course; (ii) to
      preserve intact its business organizations and Assets and maintain its rights
      and franchises; (iii) to use its reasonable efforts to cause its representations
      and warranties to be correct at all times; and (iv) to take no action which
      would (a) adversely affect the ability of any Party to obtain any Consents
      required for the transactions contemplated hereby without imposition of a
      condition or restriction of the type referred to in the last sentence of
      Section 9.1(b) of this Agreement or (b) adversely affect in any Material
      respect the ability of either Party to perform its covenants and agreements
      under this Agreement.

    


    7.4    Negative
      Covenants of SouthCrest.
      From
      the date of this Agreement until the earlier of the Effective Time or the
      termination of this Agreement, SouthCrest covenants and agrees that SouthCrest
      will not take, without the prior written consent of the Chief Executive Officer
      of Maplesville, which consent shall not be unreasonably withheld, any action
      which would materially impair its ability to obtain regulatory approval or
      would
      delay consummation of this transaction. 

    


    7.5    Adverse
      Changes in Condition.
      Each
      Party agrees to give written notice promptly to the other Party upon becoming
      aware of the occurrence or impending occurrence of any event or circumstance
      relating to it or any of its Subsidiaries which (i) is reasonably likely to
      have, individually or in the aggregate, a Material Adverse Effect on it or
      (ii)
      is reasonably likely to cause or constitute a Material breach of any of its
      representations, warranties or covenants contained herein and to use its
      reasonable efforts to prevent or promptly to remedy the same.

    


    7.6    Reports.
      Each
      Party and its Subsidiaries shall file all reports required to be filed by it
      with Regulatory Authorities between the date of this Agreement and the Effective
      Time and shall deliver to the other Party copies of all such reports promptly
      after the same are filed. If financial statements are contained in any such
      reports filed with the Regulatory Authorities, such financial statements will
      fairly present the consolidated financial position of the entity filing such
      statements as of the dates indicated and the consolidated results of operations,
      changes in shareholders’ equity and cash flows for the periods then ended in
      accordance with GAAP (subject in the case of interim financial statements to
      normal recurring period-end adjustments that are not Material). As of their
      respective dates, such reports filed with the Regulatory Authorities will comply
      in all Material respects with applicable Securities Laws and will not contain
      any untrue statement of a Material fact or omit to state a Material fact
      required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. Any financial statements contained in any other reports to another
      Regulatory Authority shall be prepared in accordance with Laws applicable to
      such reports.

    



    
      
        
        

      

      
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    ARTICLE
      8

    ADDITIONAL
      AGREEMENTS

    


    8.1    Shareholder
      Approvals.
      Maplesville shall take, in accordance with applicable Law and its Articles
      of
      Incorporation and Bylaws, all action necessary to convene the Maplesville
      Meeting to consider and vote upon the approval of this Agreement, any payments
      which constitute a parachute payment under Section 280G, and any other matters
      required to be approved by Maplesville shareholders for consummation of the
      Merger, as promptly as practicable. The Board of Directors of Maplesville shall
      (subject to compliance with its fiduciary duties as advised by counsel)
      unanimously recommend such approval to its shareholders, and the Board of
      Directors of Maplesville (subject to compliance with its fiduciary duties as
      advised by counsel) shall use its best efforts to obtain such approval by its
      shareholders. 

    


    8.2    Securities
      Law Matters. Each
      of
      the Parties undertakes and agrees to use its reasonable efforts to cause the
      shares of SouthCrest Common Stock to be issued in exchange for Maplesville
      Stock
      in connection with the Merger to be exempt from registration under the 1933
      Act
      and any applicable state securities laws. As soon as reasonably practicable
      upon
      the execution hereof, SouthCrest shall prepare a private placement memorandum
      with respect to the securities to be issued to the shareholders of Maplesville
      pursuant to the terms of this Agreement. The private placement memorandum shall
      be included as part of the proxy statement to be provided to Maplesville
      shareholders in connection with their special meeting to be held for the purpose
      of approving the terms of this Agreement. Maplesville shall cooperate in the
      preparation of the private placement memorandum and shall furnish all
      information concerning it as SouthCrest may reasonably request.

    


    8.3    Applications.
      SouthCrest shall promptly prepare and file, and the Maplesville Companies shall
      cooperate in the preparation and, where appropriate, filing of, applications
      with all Regulatory Authorities having jurisdiction over the transactions
      contemplated by this Agreement seeking the requisite Consents necessary to
      consummate the transactions contemplated by this Agreement. SouthCrest shall
      permit the Maplesville Companies to review (and approve with respect to
      information relating to the Maplesville Companies) such applications prior
      to
      filing same.

    


    8.4    Filings
      with State Office.
      Upon
      the terms and subject to the conditions of this Agreement, SouthCrest shall
      execute and file the Articles of Merger with the Secretaries of State of the
      States of Georgia and Alabama in connection with the Closing. 

    


    8.5    Agreement
      as to Efforts to Consummate.
      Subject
      to the terms and conditions of this Agreement, each Party agrees to use its
      reasonable efforts to take all actions, and to do all things necessary, proper
      or advisable under applicable Laws, as promptly as practicable so as to permit
      consummation of the Merger at the earliest possible date and to otherwise enable
      consummation of the transactions contemplated hereby and shall cooperate fully
      with the other Party hereto to that end, including, without limitation, using
      its reasonable efforts to lift or rescind any Order adversely affecting its
      ability to consummate the transactions contemplated herein and to cause to
      be
      satisfied the conditions referred to in Article 9 of this Agreement; provided,
      that nothing herein shall preclude either Party from exercising its rights
      under
      this Agreement. Each Party shall use, and shall cause each of its Subsidiaries
      to use, its reasonable efforts to obtain all Consents necessary or desirable
      for
      the consummation of the transactions contemplated by this
      Agreement.

     

    
      
        
        

      

      
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    8.6    Investigation
      and Confidentiality.

    


     (a)   Prior
      to
      the Effective Time, each Party will keep the other Party advised of all Material
      developments relevant to its business and to consummation of the Merger and
      shall permit the other Party to make or cause to be made such investigation
      of
      the business and properties of it and its Subsidiaries and of their respective
      financial and legal conditions as the other Party reasonably requests, provided
      that such investigation shall be reasonably related to the transaction
      contemplated hereby and shall not interfere unnecessarily with normal
      operations. No investigation by a Party shall affect the representations and
      warranties of the other Party.

    


     (b)   Each
      Party shall, and shall cause its advisers and agents to, maintain the
      confidentiality of all Confidential
      Information furnished
      to it by any other Party concerning its and its Subsidiaries’ businesses,
      operations and financial condition except in furtherance of the transactions
      contemplated by this Agreement. In the event that a Party is required by
      applicable Law or valid court process to disclose any such Confidential
      Information,
      then
      such Party shall provide the other Party with prompt written notice of any
      such
      requirement so that the other Party may seek a protective order or other
      appropriate remedy and/or waive compliance with this Section 8.6. If in the
      absence of a protective order or other remedy or the receipt of a waiver by
      the
      other Party, a Party is nonetheless, in the written opinion of counsel, legally
      compelled to disclose any such Confidential Information to any tribunal or
      else
      stand liable for contempt or suffer other censure or penalty, a Party may,
      without liability hereunder, disclose to such tribunal only that portion of
      the
      Confidential Information which such counsel advises such Party is legally
      required to be disclosed; provided that such disclosing Party use its best
      efforts to preserve the confidentiality of such Confidential
      Information, including without limitation, by cooperating with the other Party
      to obtain an appropriate protective order or other reliable assurance that
      confidential treatment will be accorded such Confidential Information by such
      tribunal. If this Agreement is terminated prior to the Effective Time, each
      Party shall promptly return all documents and copies thereof and all work papers
      containing Confidential Information received from the other Party.

    


     (c)   Each
      Party agrees to give the other Party notice as soon as practicable after any
      determination by it of any fact or occurrence relating to the other Party which
      it has discovered through the course of its investigation and which represents,
      or is reasonably likely to represent, either a Material breach of any
      representation, warranty, covenant or agreement of the other Party or which
      has
      had or is reasonably likely to have a Material Adverse Effect on the other
      Party.


    
      
        
        

      

      
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     (d)   Neither
      Party nor any of their respective Subsidiaries shall be required to provide
      access to or to disclose information where such access or disclosure would
      violate or prejudice the rights of its customers, jeopardize the attorney-client
      or similar privilege with respect to such information or contravene any Law,
      rule, regulation, Order, judgment, decree, fiduciary duty or agreement entered
      into prior to the date of this Agreement. The Parties will use their reasonable
      efforts to make appropriate substitute disclosure arrangements, to the extent
      practicable, in circumstances in which the restrictions of the preceding
      sentence apply.

    


     (e)   Notwithstanding
      Section 8.6(b) or any other written or oral understanding or agreement to which
      the Parties are parties or by which they are bound, the Parties acknowledge
      and
      agree that any obligations of confidentiality contained herein and therein
      that
      relate to the tax treatment and tax structure of the Merger (and any related
      transaction or arrangements) have not applied from the commencement of
      discussions between the Parties and will not hereafter apply to the Parties;
      and
      each Party (and each of its employees, representatives, or other agents) may
      disclose to any and all persons, without limitation of any kind, the tax
      treatment and tax structure of the Merger and all materials of any kind that
      are
      provided to such party relating to such tax treatment and tax structure, all
      within the meaning of Treasury Regulation Section 1.6011-4; provided,
      however,
      that
      each Party recognizes that the other Party has a right to maintain, in its
      sole
      discretion, any privilege that would protect the confidentiality of a
      communication relating to the Merger, including a confidential communication
      with its attorney or a confidential communication with a federally authorized
      tax practitioner under Section 7525 of the Internal Revenue Code and that
      such privilege is not intended to be affected by the foregoing. These principles
      are meant to be interpreted so as to prevent the Merger from being treated
      as
      offered under “conditions of confidentiality” within the meaning the Treasury
      Regulations promulgated under Internal Revenue Code Sections 6011 and
      6111(d)(2).

    


    8.7    Press
      Releases.
      Prior
      to the Effective Time, Maplesville and SouthCrest shall consult with each other
      as to the form and substance of any press release or other public disclosure
      materially related to this Agreement or any other transaction contemplated
      hereby; provided,
      however,
      that
      nothing in this Section 8.7 shall be deemed to prohibit any Party from making
      any disclosure which its counsel deems necessary or advisable in order to
      satisfy such Party’s disclosure obligations imposed by Law.

    


    8.8    Certain
      Actions.
      Except
      with respect to this Agreement and the transactions contemplated hereby, neither
      Party nor any Affiliate thereof nor any investment banker, attorney, accountant
      or other representative (collectively, the “Representatives”) retained by such
      Party shall directly or indirectly solicit or engage in negotiations concerning
      any Acquisition Proposal by any Person, or provide any Confidential Information
      or assistance to, or have any discussions with, any Person with respect to
      an
      Acquisition Proposal. Except to the extent necessary to comply with the
      fiduciary duties of such Party’s Board of Directors as determined by such
      Party’s Board of Directors after consulting with and considering the advice of
      counsel, neither Party nor any Affiliate or Representative thereof shall furnish
      any non-public information that it is not legally obligated to furnish,
      negotiate with respect to, or enter into any Contract with respect to, any
      Acquisition Proposal, but any Party may communicate information about such
      an
      Acquisition Proposal to its shareholders if and to the extent that it is
      required to do so in order to comply with its legal obligations as advised
      by
      counsel; provided
      that
      such
      Party shall promptly advise the other Party verbally and in writing following
      the receipt of any Acquisition Proposal and the Material details thereof. Each
      Party shall (i) immediately cease and cause to be terminated any existing
      activities, discussions or negotiations with any Persons conducted heretofore
      with respect to any of the foregoing and (ii) direct and use its reasonable
      efforts to cause all of its Representatives not to engage in any of the
      foregoing.


    
      
        
        

      

      
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    8.9    Tax
      Treatment.
      Each of
      the Parties undertakes and agrees to use its reasonable efforts to cause the
      Merger, and to take no action which would cause the Merger not, to qualify
      for
      treatment as a “reorganization” within the meaning of Section 368(a) of the
      Internal Revenue Code for federal income tax purposes.

     

    8.10         
      Employee
      Benefits and Contracts.
      Following the Effective Time for a period of at least twelve (12) months,
      SouthCrest shall provide generally to officers and employees of the Maplesville
      Companies, who at or after the Effective Time become employees of a SouthCrest
      Company (collectively, “New SouthCrest Employees”), employee benefits under
      employee benefit plans on terms and conditions which when taken as a whole
      are
      substantially similar to those provided by the Maplesville Companies to their
      employees immediately prior to the Effective Time. Subject to the requirements
      of the immediately succeeding sentence, SouthCrest may apply any pre-existing
      condition exclusion or waiting period under any SouthCrest employee health
      plan
      for which any employees and/or officers and dependents covered by Maplesville
      Benefit Plans as of Closing shall become eligible but that portion of any such
      existing condition exclusion or waiting period shall not be enforced to the
      extent it exceeds in duration to the corresponding provision in effect under
      the
      Maplesville Benefit Plans immediately prior to the Closing.
      For
      purposes of participation, vesting and benefit accrual under all qualified
      benefit plans, the service of the employees of the Maplesville Companies prior
      to the Effective Time shall be treated as service with the SouthCrest Companies
      participating in all qualified benefit plans. SouthCrest shall credit New
      SouthCrest Employees for amounts paid under Maplesville Benefit Plans for the
      plan year including the Effective Time for purposes of applying deductibles,
      co-payments and out of pocket maximums under the SouthCrest Benefit
      Plans.

    


    8.11        
      D&O
      Coverage. At
      the
      Effective Time and subject to applicable Law, SouthCrest will provide directors
      and officers insurance coverage for Maplesville Companies’ directors and
      officers either, at SouthCrest’s election, (i) by purchasing continuation
      coverage under Maplesville’s current policy for directors and officers for a
      period not less than three years after the Effective Time, or (ii) if
      SouthCrest’s current directors’ and officers’ policy provides substantially
      similar coverage as Maplesville’s current policy, obtain coverage under
      SouthCrest’s current policy to provide coverage for Maplesville’s directors and
      officers on a prior acts basis for a period not less than three years prior
      to
      the Effective Time.

    


    8.12         
      Indemnification.
      

    


    (a)    SouthCrest
      or a SouthCrest Subsidiary shall, in accordance with the Maplesville Companies
      articles of incorporation and bylaws as of the date hereof, indemnify, defend
      and hold harmless all individuals who are directors, officers and employees
      of
      Maplesville Companies as of the date hereof (each, an “Indemnified Party”) after
      the Effective Time against all costs, fees or expenses (including reasonable
      attorneys’ fees), judgments, fines, penalties, losses, claims, damages,
      liabilities and amounts paid in settlement in connection with any Litigation
      as
      incurred, in connection with any claim, action or proceeding arising out of
      actions or omissions occurring at or prior to the Effective Time (including
      the
      transactions contemplated by this Agreement) to the maximum extent allowable
      under the Alabama Code. Without limiting the foregoing, in any case in which
      approval of SouthCrest or a SouthCrest Subsidiary is required to effectuate
      any
      indemnification, SouthCrest shall direct or cause a SouthCrest Subsidiary to
      direct, at the election of the Indemnified Party, that the determination of
      any
      such approval shall be made by independent counsel mutually agreed upon between
      SouthCrest and the Indemnified Party. SouthCrest shall, and shall cause all
      other relevant SouthCrest Subsidiaries, to apply such rights of indemnification
      in good faith and to the fullest extent possible by applicable law.

     

    
      
        
        

      

      
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     (b)   If
      SouthCrest or any of its successors or assigns shall consolidate with or merge
      into any other Person and shall not be the continuing or surviving Person of
      such consolidation or merger or shall transfer all or substantially all of
      its
      assets to any Person, then and in each case, proper provision shall be made
      so
      that the successors and assigns of SouthCrest shall assume the obligations
      set
      forth in this Section 8.12.

    


     (c)   The
      provisions of this Section 8.12 are intended to be for the benefit of and shall
      be enforceable by each Indemnified Party, his or her heirs and
      representatives.

    


    8.13         
      S-3
      Registration. SouthCrest
      shall use its reasonable best efforts to prepare and file the Registration
      Statement with the SEC within thirty (30) days after the Effective Time, and
      shall use its reasonable efforts to cause the Registration Statement to become
      effective under the 1933 Act and to remain effective for a period of one (1)
      year following the Closing. SouthCrest shall take any action required to be
      taken under the applicable state Blue Sky or securities laws in connection
      with
      the resale of the shares of SouthCrest Common Stock upon consummation of the
      Merger. Maplesville shall cooperate in the preparation and filing of the
      Registration Statement and shall furnish all information concerning it and
      the
      holders of its capital stock as SouthCrest may reasonably request in connection
      with such action. SouthCrest and Maplesville shall make all necessary filings
      with respect to the Merger under the Securities Laws. Without
      limiting SouthCrest’s obligation to prepare and file the Registration Statement
      as provided in this Section 8.13, as long as any current holder of Maplesville
      Stock continues to own any of the SouthCrest Common Stock received pursuant
      to
      this Agreement as to which transfer restrictions have not expired, SouthCrest
      will take such actions as any such holder may reasonably request to enable
      the
      holder to sell in compliance with Rule 144 of the 1933 Act (or any similar
      substitute rule adopted by the SEC) such SouthCrest Common Stock, including
      without limitation, filing all reports required to be filed by SouthCrest under
      Section 13 or 15(d) of the 1934 Act and the rules and regulations adopted by
      the
      SEC thereunder, so as to comply with the current public information requirements
      of SEC Rule 144(c)(1).

    


    8.14         
      Bank-Owned
      Life Insurance and Split-Dollar Agreements.
      SouthCrest shall use its reasonable best efforts to maintain the bank-owned
      life
      insurance policies with respect to Harvey N. Clapp and Clement M. Clapp in
      the
      amounts contracted for as of the date of this Agreement. SouthCrest may seek
      the
      most suitable company to provide such insurance as long as the benefits paid
      to
      the insured’s beneficiaries are not reduced. All benefits for all of such
      bank-owned life insurance policies shall be paid to the insured’s beneficiaries
      in accordance with the terms of the Life Insurance Endorsement Method Split
      Dollar Plan Agreement, dated September 26, 2002, between Peachtree Bank and
      Clement M. Clapp and the Life Insurance Endorsement Method Split Dollar Plan
      Agreement, dated September 26, 2002, between Peachtree Bank and Harvey N. Clapp.
      

     

    
      
        
        

      

      
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    ARTICLE
      9

    CONDITIONS
      PRECEDENT TO OBLIGATIONS TO CONSUMMATE

    


    9.1    Conditions
      to Obligations of Each Party.
      The
      respective obligations of each Party to perform this Agreement and to consummate
      the Merger are subject to the satisfaction of the following conditions, unless
      waived by both Parties pursuant to Section 11.6 of this Agreement:

    


     (a)   Shareholder
      Approvals.
      The
      shareholders of Maplesville shall have approved this Agreement and the
      consummation of the Merger as and to the extent required by Law and by the
      provisions of any of its governing instruments.

    


     (b)   Regulatory
      Approvals.
      All
      Consents of, filings and registrations with, and notifications to, all
      Regulatory Authorities required for consummation of the Merger shall have been
      obtained or made and shall be in full force and effect and all waiting periods
      required by Law shall have expired. No Consent obtained from any Regulatory
      Authority which is necessary to consummate the transactions contemplated hereby
      shall be conditioned or restricted in a manner (including, without limitation,
      requirements relating to the raising of additional capital or the disposition
      of
      Assets or deposits) which in the reasonable judgment of the Board of Directors
      of either of the Parties would so materially adversely impact the economic
      or
      business benefits of the transactions contemplated by this Agreement so as
      to
      render inadvisable the consummation of the Merger.

    


     (c)   Consents
      and Approvals.
      Each
      Party shall have obtained any and all Consents required for consummation of
      the
      Merger (other than those referred to in Section 9.1(b) of this Agreement)
      or for the preventing of any Default under any Contract or Permit of such Party
      which, if not obtained or made, is reasonably likely to have, individually
      or in
      the aggregate, a Material Adverse Effect on such Party. No Consent obtained
      which is necessary to consummate the transactions contemplated hereby shall
      be
      conditioned or restricted in a manner which in the reasonable judgment of the
      Board of Directors of either of the Parties would so materially adversely impact
      the economic or business benefits of the transactions contemplated by this
      Agreement so as to render inadvisable the consummation of the
      Merger.

    


     (d)   Legal
      Proceedings.
      No
      court or governmental or Regulatory Authority of competent jurisdiction shall
      have enacted, issued, promulgated, enforced or entered any Law or Order (whether
      temporary, preliminary or permanent) or taken any other action which prohibits,
      restricts or makes illegal consummation of the transactions contemplated by
      this
      Agreement.

     

    
      
        
        

      

      
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     (e)   Tax
      Matters.
      Each of
      the parties shall have received a written opinion of counsel from Powell
      Goldstein LLP in form reasonably satisfactory to each of them (the “Tax
      Opinion”), substantially to the effect that for federal income tax purposes (i)
      the Merger will constitute a reorganization within the meaning of Section 368(a)
      of the Internal Revenue Code, (ii) the exchange in the Merger of Maplesville
      Common Stock for SouthCrest Common Stock will not give rise to gain or loss
      to
      the shareholders of Maplesville with respect to such exchange (except to the
      extent of any cash received), and (iii) neither of Maplesville nor SouthCrest
      will recognize gain or loss as a consequence of the Merger except for income
      and
      deferred gain recognized pursuant to Treasury regulations issued under
      Section 1502 of the Internal Revenue Code. In rendering such Tax Opinion,
      Powell Goldstein LLP shall be entitled to rely upon representations of officers
      of Maplesville and SouthCrest reasonably satisfactory in form and substance
      to
      such counsel.

    


     (f)    Employment
      Agreements.
      Harvey
      N. Clapp and Clem M. Clapp shall have entered into the employment
      agreements with Bank in substantially the form set forth in Exhibits B
      and C
      to this
      Agreement and shall have terminated any existing employment agreements with
      the
      Maplesville Companies.

    


    9.2    Conditions
      to Obligations of SouthCrest.
      The
      obligations of SouthCrest to perform this Agreement and to consummate the Merger
      and the other transactions contemplated hereby are subject to the satisfaction
      of the following conditions, unless waived by SouthCrest pursuant to
      Section 11.6(a) of this Agreement:

    


     (a)   Representations
      and Warranties.
      For
      purposes of this Section 9.2(a), the accuracy of the representations and
      warranties of Maplesville as set forth or referred to in this Agreement shall
      be
      assessed as of the date of this Agreement and as of the Effective Time with
      the
      same effect as though all such representations and warranties had been made
      on
      and as of the Effective Time (provided that representations and warranties
      which
      are confined to a specified date shall speak only as of such date). The
      representations and warranties of Maplesville set forth in Section 5.3 of
      this Agreement shall be true and correct (except for inaccuracies which are
      de
      minimus in amount or effect). There shall not exist inaccuracies in the
      representations and warranties of Maplesville set forth in this Agreement
      (excluding the representations and warranties set forth in Section 5.3)
      such that the aggregate effect of such inaccuracies would have, or is reasonably
      likely to have, a Material Adverse Effect on Maplesville or would reasonably
      likely result in SouthCrest’s inability to comply with the Sarbanes-Oxley Act of
      2005; provided that, for purposes of this sentence only, those representations
      and warranties which are qualified by referenced to “Material” or “Material
      Adverse Effect” shall be deemed not to include such qualifications.

    


     (b)   Performance
      of Agreements and Covenants.
      Each
      and all of the agreements and covenants of Maplesville to be performed and
      complied with pursuant to this Agreement and the other agreements contemplated
      hereby prior to the Effective Time shall have been duly performed and complied
      with in all Material respects.

    


     (c)    Certificates.
      Maplesville shall have delivered to SouthCrest (i) a certificate, dated as
      of
      the Effective Time and signed on its behalf by its Chief Executive Officer
      and
      Chief Financial Officer, to the effect that the conditions of its obligations
      set forth in Section 9.2(a) and 9.2(b) of this Agreement have been satisfied,
      and (ii) certified copies of resolutions duly adopted by the Maplesville Board
      of Directors and shareholders evidencing the taking of all corporate action
      necessary to authorize the execution, delivery and performance of this
      Agreement, and the consummation of the transactions contemplated hereby, all
      in
      such reasonable detail as SouthCrest and its counsel shall
      request.


    
      
        
        

      

      
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     (d)   Opinion
      of Counsel.
      SouthCrest shall have received a written opinion from Miller, Hamilton, Snider
      & Odom, L.L.C., counsel to Maplesville, dated as of the Closing, in form
      reasonably satisfactory to SouthCrest, as to the matters set forth in
Exhibit D
      hereto.

    


     (e)   Claims/Indemnification
      Letters.
      Each of
      the directors and officers of the Maplesville Companies shall have executed
      and
      delivered to SouthCrest letters in substantially the form of Exhibit A.

    


     (f)    280G
      Approval.
      If, in
      SouthCrest’s reasonable belief, any arrangement to which Maplesville is a party
      would be reasonably likely to give rise to or has given rise to the payment
      of
      any amount that would not be deductible pursuant to Section 280G of the Internal
      Revenue Code, such amount shall have been approved by the Maplesville
      Shareholders in a manner which satisfies all of the applicable requirements
      of
      Section 280G(b)(5)(B) 

    


    9.3    Conditions
      to Obligations of Maplesville.
      The
      obligations of Maplesville to perform this Agreement and consummate the Merger
      and the other transactions contemplated hereby are subject to the satisfaction
      of the following conditions, unless waived by Maplesville pursuant to
      Section 11.6(b) of this Agreement:

    


     (a)   Representations
      and Warranties.
      For
      purposes of this Section 9.3(a), the accuracy of the representations and
      warranties of SouthCrest as set forth or referred to in this Agreement shall
      be
      assessed as of the date of this Agreement and as of the Effective Time with
      the
      same effect as though all such representations and warranties had been made
      on
      and as of the Effective Time (provided that representations and warranties
      which
      are confined to a specified date shall speak only as of such date). The
      representations and warranties of SouthCrest set forth in Section 6.3 of
      this Agreement shall be true and correct (except for inaccuracies which are
      de
      minimus in amount or effect). There shall not exist inaccuracies in the
      representations and warranties of SouthCrest set forth in this Agreement
      (excluding the representations and warranties set forth in Section 6.3)
      such that the aggregate effect of such inaccuracies would have, or is reasonably
      likely to have, a Material Adverse Effect on SouthCrest; provided that, for
      purposes of this sentence only, those representations and warranties which
      are
      qualified by references to “Material” or “Material Adverse Effect” shall be
      deemed not to include such qualifications.

    


     (b)   Performance
      of Agreements and Covenants.
      Each
      and all of the agreements and covenants of SouthCrest to be performed and
      complied with pursuant to this Agreement and the other agreements contemplated
      hereby prior to the Effective Time shall have been duly performed and complied
      with in all Material respects.


    
      
        
        

      

      
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     (c)   Certificates.
      SouthCrest shall have delivered to Maplesville (i) a certificate, dated as
      of
      the Effective Time and signed on its behalf by its Chief Executive Officer
      and
      its Chief Financial Officer, to the effect that the conditions of its
      obligations set forth in Section 9.3(a) and 9.3(b) of this Agreement have
      been satisfied, and (ii) certified copies of resolutions duly adopted by
      SouthCrest’s Board of Directors evidencing the taking of all corporate action
      necessary to authorize the execution, delivery and performance of this
      Agreement, and the consummation of the transactions contemplated hereby, all
      in
      such reasonable detail as Maplesville and its counsel shall
      request.

    


     (d)   Opinion
      of Counsel.
      Maplesville shall have received an opinion of Powell Goldstein LLP, counsel
      to
      SouthCrest, dated as of the Effective Time, in form reasonably satisfactory
      to
      Maplesville, as to matters set forth in Exhibit E
      hereto.

    


    ARTICLE
      10

    TERMINATION

    


    10.1        
      Termination.
      Notwithstanding any other provision of this Agreement, and notwithstanding
      the
      approval of this Agreement by the shareholders of Maplesville and SouthCrest
      respectively, this Agreement may be terminated and the Merger abandoned at
      any
      time prior to the Effective Time:

    


     (a)   By
      mutual
      consent of the respective Boards of Directors of SouthCrest and Maplesville;
      or

    


     (b)   By
      the
      Board of Directors of either Party (provided that the terminating Party is
      not
      then in Material breach of any representation, warranty, covenant or other
      agreement contained in this Agreement) in the event of a breach by the other
      Parties of any representation or warranty contained in this Agreement which
      cannot be or has not been cured within 30 days after the giving of written
      notice to the breaching Party of such breach and which breach would provide
      the
      non-breaching party the ability to refuse to consummate the Merger under the
      standard set forth in Section 9.2(a) of this Agreement in the case of SouthCrest
      and Section 9.3(a) of this Agreement in the case of Maplesville; or

    


     (c)   By
      the
      Board of Directors of either Party (provided that the terminating Party is
      not
      then in Material breach of any representation, warranty, covenant or other
      agreement contained in this Agreement) in the event (i) any Consent of any
      Regulatory Authority required for consummation of the Merger shall have been
      denied by final nonappealable action of such authority or if any action taken
      by
      such authority is not appealed within the time limit for appeal, or (ii) the
      shareholders of Maplesville fail to vote their approval of this Agreement and
      the transaction contemplated hereby at the Maplesville Meeting where the
      transaction was presented to such shareholders for approval and voted upon;
      or

    


     (d)   By
      the
      Board of Directors of either Party in the event that the Merger shall not have
      been consummated by March 31, 2007, but only if the failure to consummate
      the transactions contemplated hereby on or before such date is not caused by
      any
      breach of this Agreement by the Party electing to terminate pursuant to this
      Section 10.1(d); or


    
      
        
        

      

      
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     (e)   By
      the
      Board of Directors of either Party (provided that the terminating Party is
      not
      then in Material breach of any representation, warranty, covenant or other
      agreement contained in this Agreement) in the event that any of the conditions
      precedent to the obligations of such Party to consummate the Merger cannot
      be
      satisfied or fulfilled by the date specified in Section 10.1(d) of this
      Agreement; or

    


     (f)    By
      the
      Board of Directors of either Party in the event that the Board of Directors
      of
      the other Party shall have failed to reaffirm, following a written request
      by
      such Party for such reaffirmation after the other Party shall have received
      any
      inquiry or proposal with respect to an Acquisition Proposal, its approval of
      the
      Merger (to the exclusion of any other Acquisition Proposal), or shall have
      resolved not to reaffirm the Merger; or

    


     (g)   By
      the
      Board of Directors of either Party in the event that the Adjusted Market Price
      of SouthCrest Common Stock is less than $20.00 or greater than $25.50, unless
      the parties have agreed in writing prior to the Closing Date to modify the
      Merger Consideration, such that, as a result thereof, each share of Maplesville
      Stock exchanged pursuant to the Merger will be converted into the right to
      receive an aggregate value equal to the value the holder of such Maplesville
      Stock would have received if the Adjusted Market Price were equal to $20.00
      or
      $25.50, respectively. 

    


    10.2        
      Effect
      of Termination.
      In the
      event of the termination and abandonment of this Agreement pursuant to Section
      10.1 of this Agreement, this Agreement shall become void and have no effect,
      except that (i) the provisions of this Section 10.2 and Article 11 and
      Section 8.6(b) of this Agreement shall survive any such termination and
      abandonment, (ii) a termination pursuant to Sections 10.1(b) or 10.1(e) of
      this Agreement shall not relieve the breaching Party from Liability for an
      uncured willful breach of a representation, warranty, covenant or agreement
      giving rise to such termination provided that such Liability shall be determined
      solely in accordance with the effect of Section 11.2(b) of this Agreement;
      and
      (iii) a termination pursuant to Section 10.1(f) shall not relieve the Party
      whose Board of Directors does not reaffirm its approval of the Merger Agreement
      from Liability for any loss incurred by the other Party as a result of such
      termination provided that such Liability shall be determined solely in
      accordance with the effect of Section 11.2(b) of this Agreement.

    


    10.3         
      Non-Survival
      of Representations and Covenants.
      The
      respective representations, warranties, obligations, covenants and agreements
      of
      the Parties shall not survive the Effective Time except for this Section 10.3
      and Articles 2, 3, 4, and 11 and Sections 8.6(b), 8.10, 8.11, 8.12, 8.13 and
      8.14 of this Agreement.

    


    ARTICLE
      11

    MISCELLANEOUS

    


    11.1         
      Definitions.
      Except
      as otherwise provided herein, the capitalized terms set forth below (in their
      singular and plural forms as applicable) shall have the following
      meanings:


    
      
        
        

      

      
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    “Acquisition
      Proposal”
with
      respect to a Party shall mean any tender offer or exchange offer or any proposal
      for a merger, acquisition of all of the stock or Assets of, or other business
      combination involving such Party or any of its Subsidiaries or the acquisition
      of a substantial equity interest in, or a substantial portion of the Assets
      of,
      such Party or any of its Subsidiaries.

    


    “Adjusted
      Market Price”
      with
      respect to SouthCrest Common Stock shall mean the weighted average price per
      share of SouthCrest Common Stock on the NASDAQ Over the Counter Bulletin Board
      for the Measurement Period ending on the last day on which a trade is reported
      for SouthCrest Common Stock that is no less than five days prior to the
      Effective Date. In calculating the weighted average price, the closing price
      for
      each Share Traded Day shall be multiplied by the number of shares traded on
      such
      Share Traded Day, with the result divided by the total number of shares traded
      during the Measurement Period.

    


    “Affiliate”
of
      a
      Person shall mean: (i) any other Person directly, or indirectly through one
      or
      more intermediaries, controlling, controlled by or under common control with
      such Person, (ii) any officer, director, partner, employer or direct or indirect
      beneficial owner of any 10% or greater equity or voting interest of such Person
      or (iii) any other Person for which a Person described in clause (ii) acts
      in
      any such capacity.

    


    “Agreement”
shall
      mean this Agreement and Plan of Merger, including the Exhibits delivered
      pursuant hereto and incorporated herein by reference.

    


    “Allowance”
shall
      mean the allowance for loan or credit losses for the periods set forth in
      Sections 5.9 and 6.7 of this Agreement.

    


    “Alabama
      Code”
shall
      mean the Alabama Business Corporation Act.

    


    “Assets”
of
      a
      Person shall mean all of the assets, properties, businesses and rights of such
      Person of every kind, nature, character and description, whether real, personal
      or mixed, tangible or intangible, accrued or contingent, or otherwise relating
      to or utilized in such Person’s business, directly or indirectly, in whole or in
      part, whether or not carried on the books and records of such Person, and
      whether or not owned in the name of such Person or any Affiliate of such Person
      and wherever located.

    


    “Bank” shall
      have the meaning set forth in the Preamble of this Agreement.

    


    “BHC
      Act”
shall
      mean the federal Bank Holding Company Act of 1956, as amended.

    


    “Closing”
shall
      mean the closing of the transaction contemplated hereby, as described in Section
      1.2 of this Agreement.

    


    “Confidential
      Information” shall
      mean any data or information, which is material to a Party and not generally
      known by the public. Confidential Information shall include, but not be limited
      to, business opportunities of a Party, the details of this Agreement, the
      identity and addresses of customers of such Party, the whole or any portion
      or
      phase of any scientific or technical information, design process, procedure,
      formula or improvement that is valuable and secret and which is defined as
      a
“trade secret” under Georgia law pursuant to the Georgia Trade Secrets
      Act.


    
      
        
        

      

      
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    “Consent”
shall
      mean any consent, approval, authorization, clearance, exemption, waiver or
      similar affirmation by any Person pursuant to any Contract, Law, Order or
      Permit.

    


    “Contract”
shall
      mean any written or oral agreement, arrangement, authorization, commitment,
      contract, indenture, instrument, lease, obligation, plan, practice, restriction,
      understanding or undertaking of any kind or character or other document to
      which
      any Person is a party or that is binding on any Person or its capital stock,
      Assets or business.

    


    “Default”
shall
      mean (i) any breach or violation of or default under any Contract, Order or
      Permit, (ii) any occurrence of any event that with the passage of time or the
      giving of control or both would constitute a breach or violation of or default
      under any Contract, Order or Permit, or (iii) any occurrence of any event that
      with or without the passage of time or the giving of notice would give rise
      to a
      right to terminate or revoke, change the current terms of, or renegotiate,
      or to
      accelerate, increase or impose any Liability under, any Contract, Order or
      Permit.

    


    “Effective
      Time”
shall
      mean the date and time at which the Articles of Merger reflecting the Merger
      shall become effective with the Secretary of State of the State of Georgia.
      

    


    “Environmental
      Laws”
shall
      mean all federal, state, municipal and local laws, statutes, orders,
      regulations, decrees, resolutions, proclamations, permits, licenses, approvals,
      authorizations, consents, judgments, judicial decisions and other governmental
      requirements, limitations and standards relating to the environment, health
      and
      safety issues, including, without limitation, the manufacture, generation,
      use,
      processing, treatment, recycling, storage, handling, “Release” (as hereinafter
      defined), investigation, removal, remediation and cleanup of or other corrective
      action for “Hazardous Materials” (as hereinafter defined), exposure to Hazardous
      Materials and personal injury, natural resource damage, property damage and
      interference with the use of property caused by or resulting from Hazardous
      Materials.

    


    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.

    


    “ERISA
      Affiliate”
      shall
      have the meaning provided in Sections 5.14 and 6.21 of this
      Agreement.

    


    “ERISA
      Plan”
shall
      have the meaning provided in Sections 5.14 and 6.21 of this
      Agreement.

    


    “Exchange
      Ratio”
shall
      mean the ratio formed by the number of shares of SouthCrest Common Stock
      Maplesville shareholders will receive for each share of Maplesville Common
      Stock
      as set forth herein to one.


    
      
        
        

      

      
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    “Exhibits”
A
      through E, inclusive, shall mean the Exhibits so marked, copies of which are
      attached to this Agreement. Such Exhibits are hereby incorporated by reference
      herein and made a part hereof, and may be referred to in this Agreement and
      any
      other related instrument or document without being attached hereto.

    


    “GAAP”
shall
      mean generally accepted accounting principles, consistently applied during
      the
      periods involved.

    


    “GBCC”
shall
      mean the Georgia Business Corporation Code.

    


    “Hazardous
      Materials”
shall
      mean all hazardous, toxic, explosive, corrosive, flammable, infectious,
      radioactive, carcinogenic, mutagenic and volatile substances, materials,
      compounds, chemicals and waste, and all other industrial waste, sanitary waste,
      pollutants and contaminants, and all constituents thereof, including, without
      limitation, petroleum hydrocarbons, asbestos-containing materials, lead-based
      paints and all substances, materials, wastes, chemicals, compounds, contaminants
      and pollutants regulated or addressed by Environmental Laws.

    


    “IRS”
shall
      mean the Internal Revenue Service.

    


    “Internal
      Revenue Code”
shall
      mean the Internal Revenue Code of 1986, as amended, and the rules and
      regulations promulgated thereunder.

    


    “Knowledge”
as
      used
      with respect to a Person shall mean the actual knowledge, after reasonable
      inquiry, of the President, Chief Financial Officer, Chief Accounting Officer,
      Chief Credit Officer, General Counsel, or any Executive Vice President of such
      Person.

    


    “Law”
shall
      mean any code, law, ordinance, regulation, reporting or licensing requirement,
      rule or statute and all Environmental Laws applicable to a Person or its Assets,
      Liabilities or business, including, without limitation, those promulgated,
      interpreted or enforced by any of the Regulatory Authorities.

    


    “Liability”
shall
      mean any direct or indirect, primary or secondary, liability, indebtedness,
      obligation, penalty, cost or expense (including, without limitation, costs
      of
      investigation, collection and defense), claim, deficiency, guaranty or
      endorsement of or by any Person (other than endorsements of notes, bills, checks
      and drafts presented for collection or deposit in the ordinary course of
      business) of any type, whether accrued, absolute or contingent, liquidated
      or
      unliquidated, matured or unmatured or otherwise.

    


    “Lien”
shall
      mean any conditional sale agreement, default of title, easement, encroachment,
      encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation,
      restriction, security interest, title retention or other security arrangement,
      or any adverse right or interest, charge or claim of any nature whatsoever
      of,
      on or with respect to any property or property interest, other than (i) Liens
      for current property Taxes not yet due and payable, (ii) for depository
      institution Subsidiaries of a Party, pledges to secure deposits and other Liens
      incurred in the ordinary course of the banking business, (iii) Liens which
      are
      not reasonably likely to have, individually or in the aggregate, a Material
      Adverse Effect on a Party; and (iv) Liens which have been Previously
      Disclosed.

     

    
      
        
        

      

      
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    “Litigation”
shall
      mean any action, arbitration, cause of action, claim, complaint, criminal
      prosecution, demand letter, governmental or other examination or investigation,
      request for information, hearing, inquiry, administrative or other proceeding,
      or notice (written or oral) by any Person alleging potential Liability or
      requesting information relating to or affecting a Party, its business, its
      Assets (including, without limitation, Contracts related to it) or the
      transactions contemplated by this Agreement, but shall not include regular,
      periodic examinations of depository institutions and their Affiliates by
      Regulatory Authorities.

    


    “Loan
      Property”
shall
      mean any property owned, leased or operated by the Party in question or by
      any
      of its Subsidiaries or in which such Party or Subsidiary holds a security or
      other interest (including an interest in a fiduciary capacity), and, where
      required by the context, includes the owner or operator of such property, but
      only with respect to such property.

    


    “Maplesville
      Benefit Plans”
shall
      have the meaning set forth in Section 5.14 of this Agreement.

    


    “Maplesville
      Common Stock”
shall
      mean the Ten Dollar ($10.00) par value common stock of Maplesville.

    


    “Maplesville
      Companies”
shall
      mean, collectively, Maplesville and Bank.

    


    “Maplesville
      Financial Advisor”
shall
      mean DD&F Consulting.

     

    “Maplesville
      Financial Statements”
shall
      mean (i) the consolidated balance sheets (including related notes and schedules,
      if any) of Maplesville as of March 31, 2006 and as of December 31,
      2005, 2004 and 2003, and the related statements of income, changes in
      shareholders’ equity and cash flows (including related notes and schedules, if
      any) for the three months ended March 31, 2006 and 2005 and each of the
      three fiscal years ended December 31, 2005, 2004 and 2003, as prepared by
      Maplesville, and (ii) the consolidated statements of condition of
      Maplesville (including related notes and schedules if any) and related
      statements of income, changes in shareholders’ equity and cash flows (including
      related notes and schedules, if any) filed with respect to periods ended
      subsequent to March 31, 2006.

    


    “Maplesville
      Meeting”
shall
      mean the special meeting of the shareholders of Maplesville or any adjournment
      thereof to vote on the matters set forth in the Proxy Statement.

    


    “Maplesville
      Preferred Stock”
shall
      mean the Ten Dollar ($10.00) par value preferred stock of
      Maplesville.

    


    “Maplesville
      Regulatory Report”
shall
      mean any form, report, or document either (i) filed or required to be filed
      by
      Maplesville or Bank or both with any Regulatory Authority, or (ii) received
      by
      Maplesville or Bank or both from any Regulatory Authority.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    


    “Maplesville
      Stock”
      shall
      mean the Maplesville Common Stock and Maplesville Preferred Stock.

    


    “Material”
for
      purposes of this Agreement shall be determined in light of the facts and
      circumstances of the matter in question; provided that any specific monetary
      amount stated in this Agreement shall determine materiality in that
      instance.

    


    “Material
      Adverse Effect”
on
      a
      Party shall mean an event, change, condition or occurrence which has a Material
      adverse impact on (i) the financial position, business or results of operations
      of such Party and its Subsidiaries, taken as a whole, or (ii) the ability of
      such Party to perform its obligations under this Agreement or to consummate
      the
      Merger or the other transactions contemplated by this Agreement; provided that
      “Material Adverse Effect” shall not be deemed to include the impact of (a)
      changes in banking and similar Laws of general applicability or interpretations
      thereof by courts or governmental authorities, (b) changes in GAAP or regulatory
      accounting principles generally applicable to banks and their holding companies,
      (c) actions and omissions of a Party (or any of its Subsidiaries) taken with
      the
      prior informed consent of the other Party in contemplation of the transactions
      contemplated hereby, (d) the transactions, expenses and fees contemplated hereby
      and compliance with the provisions of this Agreement on the operating
      performance of the Parties, or (e) changes in economic or other conditions,
      including the interest rate environment, affecting the banking industry in
      general.

    


    “Measurement
      Period”
      shall
      mean the greater of (i) ten Share Traded Days and (ii) sufficient Share Traded
      Days such that the aggregate volume of shares of SouthCrest Common Stock that
      change hands between a buyer and a seller as reported on the NASDAQ website
      on
      the Share Traded Days is at least 40,000 shares. The 40,000 share aggregate
      volume figure represents 80,000 individual transactions in SouthCrest’s Common
      Stock. 

    


    “Merger”
shall
      mean the merger of Maplesville with and into SouthCrest referred to in the
      Preamble of this Agreement.

    


    “Merger
      Consideration”
shall
      mean the aggregate consideration to be received for all of the shares of
      Maplesville Common Stock.

    


    “1933
      Act”
shall
      mean the Securities Act of 1933, as amended.

    


    “Order”
shall
      mean any administrative decision or award, decree, injunction, judgment, order,
      quasi-judicial decision or award, ruling or writ of any federal, state, local
      or
      foreign or other court, arbitrator, mediator, tribunal, administrative agency
      or
      Regulatory Authority.

    


    “Participation
      Facility”
shall
      mean any facility or property in which the Party in question or any of its
      Subsidiaries participates in the management (including, but not limited to,
      any
      property or facility held in a joint venture) and, where required by the
      context, said term means the owner or operator of such facility or property,
      but
      only with respect to such facility or property.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    


    “Party”
shall
      mean either Maplesville or SouthCrest, and “Parties”
shall
      mean Maplesville and SouthCrest.

    


    “Permit”
shall
      mean any federal, state, local and foreign governmental approval, authorization,
      certificate, easement, filing, franchise, license, notice, permit or right
      to
      which any Person is a party or that is or may be binding upon or inure to the
      benefit of any Person or its capital stock, Assets, Liabilities or
      business.

    


    “Person” shall
      mean a natural person or any legal, commercial or governmental entity, such
      as,
      but not limited to, a corporation, general partnership, joint venture, limited
      partnership, limited liability company, trust, business association, group
      acting in concert or any person acting in a representative
      capacity.

    


    “Previously
      Disclosed” shall
      mean information delivered in writing prior to the date of this Agreement in
      the
      manner and to the Party or counsel described in Section 11.8 of this Agreement
      or to the Party’s Financial Advisor in response to its due diligence request
      describing in reasonable detail the matters contained therein or identifying
      the
      information disclosed; provided
      that
      in the
      case of Subsidiaries acquired after the date of this Agreement, such information
      may be so delivered by the acquiring Party to the other Party prior to the
      date
      of such acquisition.

    


    “Proxy
      Statement” shall
      mean the Proxy Statement used by Maplesville to solicit the approval of its
      shareholders of the transactions contemplated by this Agreement.

    


    “Registration
      Statement”
shall
      mean the registration statement on Form S-3 (or any subsequent form adopted
      by
      the SEC to replace or supersede Form S-3), including any pre-effective or
      post-effective amendments or supplements thereto, filed with the SEC by
      SouthCrest under the 1933 Act with respect to all the shares of SouthCrest
      Common Stock to be issued to the shareholders of Maplesville in connection
      with
      the transactions contemplated by this Agreement.

    


    “Regulatory
      Authorities”
shall
      mean, collectively, the Federal Trade Commission, the United States Department
      of Justice, the Board of the Governors of the Federal Reserve System, the
      Alabama State Banking Department, the Georgia Department of Banking and Finance,
      the Federal Deposit Insurance Corporation, the Office of the Comptroller of
      the
      Currency, all state regulatory agencies having jurisdiction over the Parties
      and
      their respective Subsidiaries, NASD and the SEC.

    


    “Release”
shall
      mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, leaching, dumping, abandonment or disposing into or
      migration within the environment.

    


    “Representatives” shall
      have the meaning set forth in Section 8.8.

    


    “SEC” shall
      mean the Securities and Exchange Commission.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    


    “SEC
      Documents”
shall
      mean all forms, proxy statements, reports, registration statements, schedules
      and other documents filed, or required to be filed, by a Party or any of its
      Subsidiaries with any Regulatory Authority pursuant to the Securities Laws
      or
      similar requirement of any Regulatory Authority.

    


    “Securities
      Laws”
shall
      mean the 1933 Act, the Securities Exchange Act of 1934, the Investment Company
      Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, the
      Trust Indenture Act of 1939, as amended, and the rules and regulations of any
      Regulatory Authority promulgated thereunder.

    


    “Share
      Traded Day” shall
      mean a day on which a trade in SouthCrest Common Stock is reported on the NASDAQ
      Over the Counter Bulletin Board.

    


    “Subsidiaries”
shall
      mean all those corporations, banks, association, or other entities of which
      the
      entity in question owns or controls 5% or more of the outstanding equity
      securities either directly or through an unbroken chain of entities as to each
      of which 5% or more of the outstanding equity securities is owned directly
      or
      indirectly by its parent; provided,
      however,
      there
      shall not be included any such entity acquired through foreclosure or any such
      entity the equity securities of which are owned or controlled in a fiduciary
      capacity.

    


    “Surviving
      Corporation”
shall
      mean SouthCrest as the surviving corporation resulting from the
      Merger.

    


    “Tax”
      or“Taxes”
shall
      mean all federal, state, county, local and foreign taxes, charges, fees, levies,
      imposts, duties or other assessments, including income, gross receipts, excise,
      employment, sales, use, transfer, license, payroll, franchise, severance, stamp,
      occupation, windfall profits, environmental, federal highway use, commercial
      rent, customs duties, capital stock, paid-up capital, profits, withholding,
      Social Security, single business and unemployment, disability, real property,
      personal property, registration, ad valorem, value added, alternative or add-on
      minimum, estimated or other tax or governmental fee of any kind whatsoever,
      imposed or required to be withheld by the United States or any state, local,
      or
      foreign government or subdivision or agency thereof, including interest and
      penalties thereon or additions with respect thereto.

    


    “Taxable
      Period” shall
      mean any period prescribed by any governmental authority, including the United
      States or any state, local or foreign government or subdivision or agency
      thereof for which a Tax Return required to be filed or Tax is required to be
      paid.

    


    “Tax
      Return” shall
      mean any report, return or other information required to be supplied to a taxing
      authority in connection with Taxes, including any return of an affiliated or
      combined or unitary group that includes a Party or its
      Subsidiaries.

    


    “SouthCrest
      Benefit Plans”
shall
      have the meaning set forth in Section 6.21 of this Agreement.

    


    “SouthCrest
      Common Stock”
shall
      mean the no par value common stock of SouthCrest.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    


    “SouthCrest
      Companies”
shall
      mean, collectively, SouthCrest and all SouthCrest Subsidiaries.

    


    “SouthCrest
      Financial Statements”
shall
      mean (i) the consolidated statements of condition (including related notes
      and
      schedules, if any) of SouthCrest as of March 31, 2006, and as of
      December 31, 2005, 2004 and 2003, and the related statements of income,
      changes in shareholders’ equity, and cash flows (including related notes and
      schedules, if any) for the three months ended March 31, 2006 and 2005, and
      for each of the three years ended December 31, 2005 as filed by SouthCrest
      in
      SEC Documents and (ii) the consolidated statements of condition of SouthCrest
      (including related notes and schedules, if any) and related statements of
      income, changes in shareholders’ equity, and cash flows (including related notes
      and schedules, if any) included in SEC Documents filed with respect to periods
      ended subsequent to March 31, 2006.

     

    “SouthCrest
      Subsidiaries”
shall
      mean the subsidiaries of SouthCrest.

    


    11.2         
      Expenses.

    


     (a)   General.
      Except
      as otherwise provided in this Section 11.2, each of the Parties shall bear
      and
      pay all direct costs and expenses incurred by it or on its behalf in connection
      with the transactions contemplated hereunder, including filing, registration
      and
      application fees, printing fees and fees and expenses of its own financial
      advisors or other consultants, investment bankers, accountants, and counsel
      except that SouthCrest shall bear and pay the filing fees payable in connection
      with the Registration Statement and one-half of the printing costs incurred
      in
      connection with the printing of the Proxy Statement.

    


     (b)   Breach
      by either Party or Fiduciary Duty Termination.
      In
      addition to the foregoing, if prior to the Effective Time, this Agreement is
      terminated by either Party as a result of (i) the other Party’s willful breach
      of such Party’s representations, warranties or agreements set forth herein of
      this Agreement or (ii) the failure of the other Party’s Board of Directors to
      reaffirm its approval of the Merger pursuant to Section 10.1(f), such Party
      shall pay to the non-breaching Party or Party requesting the reaffirmation
      as
      its sole and exclusive remedy resulting from such termination, an amount in
      cash
      equal to $500,000, which sum represents compensation for the loss incurred
      by
      the Party requesting the reaffirmation as the result of the transactions
      contemplated by this Agreement not being consummated.

    


    11.3         
      Brokers
      and Finders.
      Each
      Party represents and warrants to the other Party that neither it nor any of
      its
      officers, directors, employees or Affiliates has employed any broker or finder
      or incurred any Liability for any financial advisory fees, investment bankers’
fees, brokerage fees, commissions or finders’ fees in connection with this
      Agreement or the transactions contemplated hereby, except for DD&F
      Consulting Group, which has been retained by Maplesville pursuant to the
      agreement previously disclosed to SouthCrest. In the event of a claim by any
      other broker or finder based upon his or its representing or being retained
      by
      or allegedly representing or being retained by any Party, such Party shall
      indemnify and hold the other Party harmless of and from any Liability in respect
      of any such claim and increase or decrease the Merger Consideration, as the
      case
      may be, by an amount equal to such claim as determined by the non-breaching
      Party.


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    


    11.4         
      Entire
      Agreement.
      Except
      as otherwise expressly provided herein, this Agreement (including the documents
      and instruments referred to herein) constitutes the entire agreement between
      the
      Parties with respect to the transaction contemplated hereunder and supersedes
      all prior arrangements or understandings with respect thereto, written or oral.
      Nothing in this Agreement expressed or implied, is intended to confer upon
      any
      Person, other than the Parties or their respective successors, any rights,
      remedies, obligations or liabilities under or by reason of this
      Agreement.

    


    11.5         
      Amendments.
      To the
      extent permitted by Law, this Agreement may be amended by a subsequent writing
      signed by each of the Parties upon the approval of the Boards of Directors
      of
      each of the Parties; whether before or after shareholder approval of the Merger
      has been obtained provided,
      however,
      that
      after any such approval by the holders of Maplesville Stock, there shall be
      made
      no amendment decreasing the consideration to be received by Maplesville
      shareholders without the further approval of such shareholders.

    


    11.6         
      Waivers.

    


     (a)   Prior
      to
      or at the Effective Time, SouthCrest, acting through its Board of Directors,
      Chief Executive Officer or other authorized officer, shall have the right to
      waive any Default in the performance of any term of this Agreement by
      Maplesville, to waive or extend the time for the compliance or fulfillment
      by
      Maplesville of any and all of its obligations under this Agreement and to waive
      any or all of the conditions precedent to the obligations of SouthCrest under
      this Agreement, except any condition which, if not satisfied, would result
      in
      the violation of any Law. No such waiver shall be effective unless in writing
      signed by a duly authorized officer of SouthCrest.

     

     (b)   Prior
      to
      or at the Effective Time, Maplesville, acting through its Board of Directors,
      Chief Executive Officer or other authorized officer, shall have the right to
      waive any Default in the performance of any term of this Agreement by
      SouthCrest, to waive or extend the time for the compliance or fulfillment by
      SouthCrest of any and all of its obligations under this Agreement and to waive
      any or all of the conditions precedent to the obligations of Maplesville under
      this Agreement, except any condition which, if not satisfied, would result
      in
      the violation of any Law. No such waiver shall be effective unless in writing
      signed by a duly authorized officer of Maplesville.

    


     (c)   The
      failure of any Party at any time or times to require performance of any
      provision hereof shall in no manner affect the right of such Party at a later
      time to enforce the same or any other provision of this Agreement. No waiver
      of
      any condition or of the breach of any term contained in this Agreement in one
      or
      more instances shall be deemed to be or construed as a further or continuing
      waiver of such condition or breach or a waiver of any other condition or of
      the
      breach of any other term of this Agreement.

    


    11.7        
      Assignment.
      Except
      as expressly contemplated hereby, neither this Agreement nor any of the rights,
      interests or obligations hereunder shall be assigned by any Party hereto
      (whether by operation of Law or otherwise) without the prior written consent
      of
      the other Party. Subject to the preceding sentence, this Agreement will be
      binding upon, inure to the benefit of and be enforceable by the Parties and
      their respective successors and assigns.


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    


    11.8         
      Notices.
      All
      notices or other communications which are required or permitted hereunder shall
      be in writing and sufficient if delivered by hand, by facsimile transmission,
      by
      registered or certified mail, postage pre-paid, or by courier or overnight
      carrier, to the persons at the addresses set forth below (or at such other
      address as may be provided hereunder), and shall be deemed to have been
      delivered as of the date so delivered or refused:

    


    
      	 	
              SouthCrest:

            	
              SouthCrest
                Financial Group, Inc. 

            


    

    
      	 	 	
              600
                North Glynn St.

            


    

    
      	 	 	
              Fayetteville,
                GA 30214

            


    

    
      	 	 	
              (770)
                461-2701 - FAX

            


    

    
      	 	 	
              Attn:
                Douglas J. Hertha

            


    

    


    
      	 	
              Copy
                to Counsel:

            	
              Powell
                Goldstein LLP

            


    

    
      	 	 	
              One
                Atlantic Center

            


    

    
      	 	 	
              Fourteenth
                Floor

            


    

    
      	 	 	
              1201
                West Peachtree Street, NW

            


    

    
      	 	 	
              Atlanta,
                GA 30309-3488

            


    

    
      	 	 	
              (404)
                572-6999 - FAX

            


    

    
      	 	 	
              Attn:
                Walter G. Moeling, IV and Robert D.
                Klingler

            


    

    


    
      	 	
              Maplesville:

            	
              Maplesville
                Bancorp

            


    

    
      	 	 	
              P.O.
                Box 39

            


    

    
      	 	 	
              Maplesville,
                AL 36750

            


    

    
      	 	 	
              (334)
                366-5278 - FAX

            


    

    
      	 	 	
              Attn:
                Harvey N. Clapp

            


    

    


    
      	 	
              Copy
                to Counsel:

            	
              Miller,
                Hamilton, Snider & Odom, L.L.C.

            


    

    
      	 	 	
              1
                Commerce Street 

            


    

    
      	 	 	
              Suite
                305

            


    

    
      	 	 	
              Montgomery,
                Al 36104

            


    

    
      	 	 	
              (334)
                265-4533 - FAX

            


    

    
      	 	 	
              Attn:
                Hugh C. Nickson, III

            


    

    


    
      	 	 	
              Miller,
                Hamilton, Snider & Odom, L.L.C.

            


    

    
      	 	 	
              Suite
                1920

            


    

    
      	 	 	
              100
                Colony Square

            


    

    
      	 	 	
              1175
                Peachtree Street, NE

            


    

    
      	 	 	
              Atlanta,
                GA 30361

            


    

    
      	 	 	
              (404)
                602-3777 - FAX 

            


    

    
      	 	 	
              Attn:
                H. Gary Pannell

            


    


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    


    11.9         
      Governing
      Law.
      Regardless of any conflict of law or choice of law principles that might
      otherwise apply, the Parties agree that this Agreement shall be governed by
      and
      construed in all respects in accordance with the laws of the State of
      Georgia.

    


    11.10       
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.

    


    11.11      
      Captions;
      Articles and Sections.
      The
      captions contained in this Agreement are for reference purposes only and are
      not
      part of this Agreement. Unless otherwise indicated, all references to particular
      Articles or Sections shall mean and refer to the referenced Articles and
      Sections of this Agreement.

    


    11.12       
      Enforcement
      of Agreement.
      The
      Parties hereto agree that irreparable damage would occur in the event that
      any
      of the provisions of this Agreement was not performed in accordance with its
      specific terms or was otherwise breached. It is accordingly agreed that the
      Parties shall be entitled to an injunction or injunctions to prevent breaches
      of
      this Agreement and to enforce specifically the terms and provisions hereof
      in
      any court of the United States or any state having jurisdiction, this being
      in
      addition to any other remedy to which they are entitled at law or in equity
      other than for willful breach of a Party’s representations, warranties or
      agreements as provided for in Section 11.2(b) of this Agreement.

    


    11.13      
      Severability.
      Any
      term or provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without rendering invalid or unenforceable
      the remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any the terms or provisions of this Agreement in any other
      jurisdiction. If any provision of this Agreement is so broad as to be
      unenforceable, the provision shall be interpreted to be only so broad as is
      enforceable.

    


    11.14       
      Interpretation
      of Agreement.
      The
      Parties hereto acknowledge and agree that each Party has participated in the
      drafting of this Agreement and that this document has been reviewed, negotiated
      and accepted by all parties and their respective counsel, and the normal rule
      of
      construction to the effect that any ambiguities are to be resolved against
      the
      drafting party shall not be applied to the interpretation of this Agreement.
      No
      inference in favor, or against, any party shall be drawn from the fact that
      one
      party has drafted any portion hereof.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
      on
      its behalf and its corporate seal to be hereunto affixed and attested by
      officers thereunto as of the day and year first above written.

    


    
      	 	 	
              “MAPLESVILLE”

            
	 	 	 
	
              ATTEST:

            	 	
              MAPLESVILLE
                BANCORP

            
	 	 	 
	 	 	 
	
              /s/
                Clement M. Clapp

            	 	
              /s/
                Harvey N. Clapp

            
	
              Clement
                M. Clapp, Secretary

            	 	
              Harvey
                N. Clapp, Chairman and President

            
	 	 	 
	
              (CORPORATE
                SEAL)

            	 	 
	 	 	 
	 	 	 
	 	 	
              “SOUTHCREST”

            
	 	 	 
	
              ATTEST:

            	 	
              SOUTHCREST
                FINANCIAL GROUP, INC.

            
	 	 	 
	 	 	 
	
              /s/
                Douglas J. Hertha

            	 	
              /s/
                Daniel W. Brinks

            
	
              Douglas
                J. Hertha, Secretary

            	 	
              Daniel
                W. Brinks, Chairman

            
	 	 	 
	
              (CORPORATE
                SEAL)

            	 	 
	 	 	
              /s/
                Larry T. Kuglar

            
	 	 	
              Larry
                T. Kuglar, President

            


    

     

     

    52