<PAGE>

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-K/A
                                 AMENDMENT No. 1     

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]


                     For the fiscal year ended   June 30, 1997
                                              -------------------
                        Commission file number     0-27098
                                              -------------------

                           FIRST SAVINGS BANCORP, INC.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               North Carolina                              56-1842701
      -------------------------------                  ------------------
      (State or other jurisdiction of                  (I.R.S. Employer 
       incorporation or organization)                  Identification No.)

    205 S.E. Broad Street, P.O. Box 1657
       Southern Pines, North Carolina                        28388
  ---------------------------------------                 ----------   
  (Address of principal executive office)                 (Zip Code)

Registrant's telephone number, including area code    (910) 692-6222
                                                   --------------------

      Securities Registered Pursuant to Section 12(b) of the Act:   None
                                                                 ----------

          Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, no par value
                  ------------------------------------------
                               (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes X   No
                                        ---    ---

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
$57,606,945 common stock, no par value, based on the closing price of such
--------------------------------------------------------------------------
common stock on August 29, 1997.
--------------------------------

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 3,679,185 shares of common
                                                 --------------------------
stock, no par value, outstanding at September 22, 1997.
-------------------------------------------------------
<PAGE>
 
                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report of First Savings Bancorp, Inc. for the year ended
June 30, 1997, are incorporated by reference into Part I, Part II and Part IV.

    
     

<PAGE>

    
ITEM 11.  EXECUTIVE COMPENSATION AND TRANSACTIONS

DIRECTORS' COMPENSATION

     DIRECTORS' FEES. Members of the Board of Directors receive no fees or
compensation for their service. However, all members of the Board of Directors
are also directors of the Bank. During the fiscal year ended June 30, 1997, each
member of the Bank's board of directors received fees of $12,000 except for (i)
J. E. Causey, Chairman of the board of directors and member of the Executive
Committee, who received fees of $35,000 and (ii) the other members of the
Executive Committee (except Mr. Samuels) who received fees of $26,000. Mr.
Samuels and Mr. Burns received annual board fees of $12,000 per year. Mr.
Samuels does not receive additional compensation for serving on the Executive
Committee.

     Prior to October 1, 1996, when the Bank's Bonus Compensation Plan was
terminated, but during the fiscal year ended June 30, 1997, all of the Bank's
directors except Mr. Samuels and Mr. Burns received a cash bonus of $14,400,
pursuant to the Bank's Bonus Compensation Plan. Mr. Samuels and Mr. Burns
received a $23,040 and a $11,520 bonus, respectively, under the Bonus
Compensation Plan during the fiscal year ended June 30, 1997. The Bonus
Compensation Plan provided that additional incentive compensation will be
payable quarterly to those directors and officers who hold unexercised stock
options issued pursuant to the First Savings Bank of Moore County, Inc., SSB 
Non-qualified Stock Option Plan for Directors and the First Savings Bank of
Moore County, Inc., SSB Employee Stock Option Plan. See "-- Directors
Compensation --Directors Stock Option Plan" and "-- Employees Stock Option
Plan." Under the Bonus Compensation Plan, incentive compensation was paid soon
after the close of each of the Company's fiscal quarters. The amount of
incentive compensation awarded quarterly to directors and officers under the
Bonus Compensation Plan was equal to the number of shares subject to unexercised
options granted under such plans times the amount of dividends awarded per share
of the Common Stock outstanding during such immediately preceding fiscal
quarter.

     DIRECTORS STOCK OPTION PLAN. Members of the Board of Directors are eligible
recipients under the First Savings Bank of Moore County, Inc., SSB Non-qualified
Stock Option Plan for Directors (the "Directors Plan"). Pursuant to the
Directors Plan, 360,000 shares of the Common Stock have been reserved for
issuance upon the exercise of stock options which were granted to non-employee
directors under the Directors Plan. Of this amount, options to purchase 45,000
shares of the Common Stock have been granted to each member of the Board of
Directors, other than Mr. Samuels and Mr. Burns, who received no options under
the Directors Plan. The options were granted to directors in recognition of
their past service to the Bank and as an incentive for their continued
performance. No cash consideration was paid for the options.

     Options granted under the Directors Plan have an exercise price of $10.00
per share, the fair market value of the underlying securities on the date the
options were granted. Options granted under the Directors Plan have a term of
ten years and are not transferable except upon death. However, if an optionee
ceases to be a director of the Bank for any reason other than death or
disability and prior to attaining age 70, he must exercise his options, if at
all, within three months thereafter. The options granted under the Directors
Plan became vested in the recipients and nonforfeitable when they were granted.
The Bank's board of directors can amend the Directors Plan at any time; however,
the Bank's board of directors cannot make any change which would deprive an
existing option holder of any of his rights without his consent. There are
limitations on the number of amendments which may occur with respect to certain
provisions of the Directors Plan. In addition, if the Bank desires for the Plan
to continue to satisfy the requirements of Rule 16b-3 under the Exchange Act,
shareholder approval is required for certain amendments to the Directors Plan.

     Options granted pursuant to the Directors Plan do not qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") and are therefore non-qualified stock options. In general, the
holder of a non-qualified stock option will recognize compensation income equal
to the amount by which the fair market value of the Common Stock received on the
date of exercise exceeds the sum of the exercise price and any amount paid for
the non-qualified stock option. If the optionee elects to pay the exercise price
in whole or in part with the Common Stock, the optionee generally will not
recognize any gain or loss on the Common Stock surrendered in payment of the
exercise price. The Bank generally will not recognize any income or be entitled
to claim any deduction upon the grant of a non-qualified stock option. At the
time the optionee is required to recognize compensation income upon the exercise
of the non-qualified stock option, the Bank generally will be entitled to claim
a deduction in the amount equal to such compensation income.

     Prior to October 1, 1996, when the Bank's Bonus Compensation Plan was
terminated, holders of unexercised options under the Directors Plan were also
entitled to receive bonus compensation paid pursuant to that Bonus Compensation
Plan.     

<PAGE>

    
MANAGEMENT COMPENSATION

      SUMMARY COMPENSATION TABLE.  Employees of the Company receive no
compensation for their service. However, the following table shows, for the
three fiscal years ending June 30, 1997, 1996, and 1995, the cash compensation
paid by the Bank, as well as certain other compensation paid or accrued for
those years, to William E. Samuels, Jr. and John F. Burns.

<TABLE>
<CAPTION>
                                                                                                                        ALL OTHER 
                                               ANNUAL COMPENSATION               LONG TERM COMPENSATION AWARDS         COMPENSATION
                                   --------------------------------------    -------------------------------------   ---------------

                                                                                               SECURITIES UNDERLYING
                                                                                   RESTRICTED     OPTIONS/STOCK  
     NAME AND                                                        OTHER ANNUAL    STOCK     APPRECIATION RIGHTS
PRINCIPAL POSITION            YEAR        SALARY          BONUS      COMPENSATION    AWARDS    ("SARS") (IN SHARES)
---------------------------   ----   --------------   -------------  ------------  ----------  --------------------   
<S>                           <C>    <C>              <C>            <C>           <C>         <C>                   <C>
William E. Samuels, Jr.,      1997   $ 160,257/(1)/   $ 43,091/(2)/  $             $                                  $ 18,000/(3)/
President, Chief Executive    1996     150,000/(1) /    55,738/(2)/           --         --                    --       18,000/(3)/
Officer and Director of       1995     145,560/(1) /    52,858/(2)/           --         --                    --       18,000/(3)/
 the Company and Bank                                                                                               
                                                                                                                    
John F. Burns,                1997   $ 102,473/(1)/   $ 24,768/(4)/  $             $                                  $ 14,909/(5)/
Executive Vice President,     1996      93,000          30,852/(4)/           --         --                    --       14,921/(5)/
 Secretary, Treasurer and     1995      89,625          29,412/(4)/           --         --                    --       13,689/(5)/
 Chief Financial Officer
 of the Company and Bank
</TABLE> 

---------------------------
 
/(1)/  Includes directors' fees from the Bank in the amount of $12,000 for Mr.
       Samuels for the years ended June 30, 1997, 1996 and 1995 and $3,000 for
       Mr. Burns for the year ended June 30, 1997.

/(2)/  Includes annual bonus of $23,040, $36,000 and $33,120 under Bonus 
       Compensation Plan in fiscal 1997, 1996 and 1995, respectively, and other 
       discretionary bonuses.

/(3)/  Includes $10,356, $10,164 and $9,527 contributed or allocated by the Bank
       pursuant to the Bank's defined contribution profit sharing plan and
       $7,644, $7,836 and $8,473 contributed by the Bank pursuant to the Bank's
       Employee Stock Ownership Plan during fiscal 1997, 1996 and 1995,
       respectively. A total of 1,399 shares of Common Stock with a market value
       of $31,128 or $22.25 per share as of June 30, 1997, were allocated to Mr.
       Samuels under the Employee Stock Ownership Plan during the year ended
       June 30, 1997.

/(4)/  Includes annual bonus of $11,520, $18,000 and $16,560 under Bonus
       Compensation Plan in fiscal 1997, 1996 and 1995, respectively, and other
       discretionary bonuses.

/(5)/  Includes $8,578, $8,425 and $7,245 contributed or allocated by the Bank
       pursuant to the Bank's defined contribution profit sharing plan and
       $6,331, $6,496 and $6,444 contributed by the Bank pursuant to the Bank's
       Employee Stock Ownership Plan during fiscal 1997, 1996 and 1995,
       respectively. A total of 1,135 shares of Common Stock with a market value
       of $25,254 or $22.25 per share as of June 30, 1997, were allocated to Mr.
       Burns under the Employee Stock Ownership Plan during the year ended June
       30, 1997.     
<PAGE>
    

     EMPLOYEES STOCK OPTION PLAN.  Pursuant to the First Savings Bank of Moore
County, Inc., SSB Employee Stock Option Plan (the "Employees Plan"), 360,000
shares of the Common Stock have been reserved for issuance upon the exercise of
options which could be granted under the Employees Plan.  Eleven officers of the
Bank have been granted options to purchase 270,000 shares of the Common Stock.

     Options granted under the Employees Plan have a vesting schedule which
provides that 20% of the options granted vested automatically on January 6,
1994, and 10% vested or will vest on each subsequent anniversary date, so that
the options would be completely vested in eight years.  Options become 100%
vested at retirement, death or disability, if earlier.  In addition, options
granted under the Employees Plan immediately vest and may be exchanged for cash
payments upon a "change in control" of the Bank.  The definition of "change in
control" in the Employees Plan is similar to that described below under the
heading "-- Employment Agreements."  The Board of Directors amended the vesting
schedule for all of Mr. Samuels' and Mr. Burns' remaining unvested stock options
on December 12, 1996. Mr. Samuels' remaining 43,200 unvested options will vest
in increments of 10,000 options on January 6, 1997, 1998, 1999 and 2000, and the
remaining 3,200 options will vest on January 6, 2001.  Mr. Burns' remaining
21,600 unvested options will vest in increments of 10,000 options on January 6,
1997 and 1998, and the remaining 1,600 options will vest on January 6, 1999.

     The following table provides certain information with respect to the number
of shares of the Common Stock represented by outstanding stock options held by
Messrs. Samuels and Burns as of June 30, 1997.  Also reported are the value for
"in-the-money" options which represents the positive spread between the exercise
price of existing stock options and the last sales price of the Common Stock as
of June 30, 1997 as reported on the Nasdaq National Market. No options were
exercised by either Mr. Samuels or Mr. Burns during the fiscal year ended June
30, 1997.

              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                     AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                                                         VALUE OF
                                                               NUMBER OF SECURITIES                     UNEXERCISED
                                SHARES                        UNDERLYING UNEXERCISED                    IN-THE-MONEY
                               ACQUIRED        VALUE              OPTIONS/SARS AT                     OPTIONS/SARS AT
     NAME                    ON EXERCISE      REALIZED            FISCAL YEAR END                   FISCAL YEAR END/(1)/
-------------               --------------  -----------  --------------------------------   -----------------------------------
                                                         EXERCISABLE       UNEXERCISABLE     EXERCISABLE        UNEXERCISABLE
                                                         -----------       --------------   --------------    ------------------
<S>                         <C>             <C>          <C>               <C>              <C>               <C>
William E. Samuels, Jr.           0             0         38,800/0           33,200/0        $863,300/$0          $738,700/$0 
John F. Burns                     0             0         24,400/0           11,600/0        $542,900/$0          $258,100/$0       
</TABLE> 
________________

/(1)/  The exercise price of the stock options is $10.00. On June 30, 1997, the
       last sale price for the Common Stock as reported on the Nasdaq National
       Market was $22.25.
 

     EMPLOYMENT AGREEMENTS.  The Bank has entered into employment agreements
with William E. Samuels, Jr., President and Chief Executive Officer, and John F.
Burns, Executive Vice President and Chief Financial Officer, in order to
establish their duties and compensation and to provide for their continued
employment with the Bank. Each of the agreements provides for an initial term of
employment of three years. Commencing on the first anniversary date and
continuing on each anniversary date thereafter, the agreements will be extended
for an additional year so that the remaining term will be three years unless
written notice of non-renewal is given by the Bank's board of directors after
conducting a performance evaluation of the employee. Mr. Samuels' agreement now
provides for an annual base salary of $150,000 and Mr. Burns' agreement now
provides for an annual base salary of $105,000. The agreements also provide that
the base salary shall be reviewed by the Board of Directors not less often than
annually. In the event of a change in control (as defined below), the employees'
base salaries must be increased by at least 5% annually. In addition, the
employment agreements provide for profitability and discretionary bonuses and
participation in other pension, profit-sharing or retirement plans maintained by
the Bank, as well as fringe benefits normally associated with such employees'
offices. The employment agreements provide that they may be terminated by the
Bank for cause, as defined in the agreements, and that they may otherwise be
terminated by the Bank (subject to vested rights) or by the employees.     
<PAGE>
 
    
     The employment agreements provide that if employment is terminated in
connection with, or within 24 months after, a change in control or if the nature
of the employees' compensation, duties or benefits are diminished following a
change in control, and the employees terminate their employment, the employees
will be entitled to receive compensation equal to 2.99 times their average
annual compensation for income tax purposes for the most recent five tax years
prior to the change in control, payable in lump sum or in equal monthly
payments.  For purposes of the employment agreement, a change in control
generally will occur if (i) after the effective date of the employment
agreement, any "person" (as such term is defined in Sections 3(a)(9) and
13(d)(3) of the Exchange Act) directly or indirectly, acquires beneficial
ownership of voting stock, or acquires irrevocable proxies or any combination of
voting stock and irrevocable proxies, representing 25% or more of any class of
voting securities of the Company, or acquires in any manner control of the
election of a majority of the directors of the Company, (ii) the Company
consolidates or merges with or into another corporation, association or entity,
or is otherwise reorganized, where the Company is not the surviving corporation
in such transaction, or (iii) all or substantially all of the assets of the
Company are sold or otherwise transferred to or are acquired by any other entity
or group.

     Payments under the employment agreements in the event of a change in
control may constitute excess parachute payments under Section 280G of the Code
resulting in the imposition of excise taxes on the recipients and denial of a
deduction to the Bank for all amounts in excess of the executives' average
annual compensation for the five tax years preceding the change in control.
Each agreement provides that benefits payable to the employee as a result of a
change in control will be modified or reduced to the extent deemed to be
necessary by the Bank's board of directors to avoid the imposition of excise
taxes on the employee or the disallowance of a deduction to the Bank.

     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.  The Executive
Committee of the Bank's board of directors serves the role of the compensation
committee.  The executive committee determines the compensation of the executive
officers and the Bank's other employees.  During the fiscal year ended June 30,
1997, the executive committee consisted of W. Harry Fullenwider, H. David
Bruton, J. E. Causey, Joe Montesanti and William E. Samuels, Jr.  Mr. Samuels is
also President and Chief Executive Officer of the Company and the Bank.  Mr.
Fullenwider died on January 16, 1997.  Mr. Samuels participates in decisions of
the Bank's executive committee and board of directors regarding compensation of
all executive officers of the Bank other than himself.  Mr. Fullenwider's law
firm, Pollock, Fullenwider, Patterson & Thompson, P.A., from time to time has
provided legal services to the Bank during the last fiscal year.

     REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION.  It is the
responsibility of the Bank's executive committee to review and evaluate
performance of the Bank's executive officers.  The salary of each executive
officer, including Mr. Samuels, the Chief Executive Officer, is determined based
upon the executive officer's contributions to the Bank's overall profitability,
maintenance of regulatory compliance standards, professional leadership, and
management effectiveness in meeting the needs of day to day operations.  In
addition, the executive officers of the Bank are eligible to receive (i)
discretionary bonuses based on profit--as are all other employees --declared by
the Bank's board of directors based upon after-tax net income of the Bank and
(ii) bonuses under the Bonus Compensation Plan.

                                         H. David Bruton
                                         J. E. Causey
                                         Joe Montesanti
                                         William E. Samuels, Jr.     

<PAGE>

     
PERFORMANCE GRAPH

     The following graph compares the Company's cumulative shareholder return on
the Common Stock with a Nasdaq (U.S. companies) index and with a savings
institution peer group whose stock is quoted on Nasdaq.  The graph was prepared
using data through June 30, 1997.

               COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
                            Performance Report for
                          First Savings Bancorp, Inc.


Prepared by the Center for Research in Security Prices
Produced on August 7, 1997 including data to June 30, 1997

  Date               Company Index            Market Index        Peer Index   
  ----               -------------            ------------        ----------   
06/30/92                                          71.600             57.916     
07/31/92                                          74.136             61.851     
08/31/92                                          71.870             60.298     
09/30/92                                          74.541             61.417     
10/30/92                                          77.477             63.377     
11/30/92                                          83.643             67.364     
12/31/92                                          86.722             71.647     
01/29/93                                          89.191             76.753     
02/26/93                                          85.863             79.764     
03/31/93                                          88.348             84.220     
04/30/93                                          84.578             83.506     
05/28/93                                          89.630             81.071     
06/30/93                                          90.045             84.979     
07/30/93                                          90.151             90.988     
08/31/93                                          94.811             95.828     
09/30/93                                          97.635            100.135     
10/29/93                                          99.829            100.745     
11/30/93                                          96.852             97.718     
12/31/93                                          99.552            100.547     
01/06/94                100.000                  100.000            100.000     
01/31/94                100.893                  102.573            103.044     
02/28/94                102.679                  101.616            101.904     
03/31/94                101.786                   95.367             98.362     
04/29/94                107.143                   94.130            101.712     
05/31/94                108.929                   94.360            109.043     
06/30/94                126.087                   90.909            112.167     
07/29/94                131.491                   92.774            114.744     
08/31/94                135.093                   98.688            117.490     
09/30/94                140.756                   98.436            115.155     
10/31/94                129.441                  100.370            108.527     
11/30/94                122.199                   97.041            101.481     
12/30/94                116.565                   97.313            102.558     
01/31/95                114.744                   97.859            107.954     
02/28/95                118.387                  103.034            114.853     
03/31/95                122.837                  106.088            115.549     
04/28/95                120.087                  109.427            119.822     
05/31/95                122.837                  112.250            121.984     
07/31/95                134.160                  130.265            131.263 
08/31/95                141.614                  132.905            144.466 
09/29/95                144.371                  135.961            147.334 
10/31/95                149.996                  135.183            145.306 
11/30/95                146.246                  138.356            150.313 
12/29/95                134.494                  137.620            153.722 
01/31/96                145.347                  138.299            152.082 
02/29/96                138.741                  143.564            155.159 
03/29/96                138.953                  144.039            157.922 
04/30/96                145.615                  155.989            160.474 
05/31/96                146.567                  163.152            161.486 
06/28/96                143.751                  155.797            163.520 
07/31/96                129.280                  141.921            160.665 
08/30/96                131.209                  149.872            168.926 
09/30/96                140.258                  161.336            173.475 
10/31/96                141.232                  159.553            180.815 
11/29/96                148.050                  169.418            192.477 
12/31/96                147.463                  169.264            197.150 
01/31/97                147.463                  181.292            207.304 
02/28/97                153.361                  171.283            221.949 
03/31/97                155.917                  160.105            216.066 
04/30/97                156.910                  165.115            217.642 
05/30/97                158.897                  183.833            230.815 
06/30/97                178.285                  189.465            250.410 

                                    LEGEND
<TABLE> 
<CAPTION> 
Symbol         CRSP Total Returns Index for:               06/30/92  06/30/93  06/30/94  06/30/95  06/28/96  06/30/97
------         ----------------------------                --------  --------  --------  --------  --------  --------
<S>            <C>                                         <C>       <C>       <C>       <C>       <C>       <C> 
______   +     First Savings Bancorp, Inc.                                      126.1     134.2     143.8     178.3
 ...___ . *     Nasdaq Stock Market (US Companies)            71.6      90.0      90.9     121.3     155.8     189.5   
-------- ++    NASDAQ Stocks (SIC 6030-6039 US Companies)    57.9      85.0     112.2     126.1     163.5     250.4   
               Savings Institutions
</TABLE>

NOTES:
     A.   The lines represent monthly index levels derived from compounded daily
          returns that include all dividends.
     B.   The indexes are reweighted daily, using the market capitalization on
          the previous trading day.
     C.   If the monthly interval, based on the fiscal year-end, is not a
          trading day, the preceding trading day is used.
     D.   The index level for all series was set to $100.0 on 01/06/94.     

<PAGE>

     
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       There have been no reportable transactions during the two most recent
fiscal years nor are any reportable transactions proposed as of the date of this
Form 10-K.

     The Bank makes loans to its executive officers and directors in the
ordinary course of its business.  These loans are currently made on
substantially the same terms, including interest rates, collateral and repayment
terms, as those then prevailing for comparable transactions with nonaffiliated
persons, and do not involve more than the normal risk of collectibility or
present any other unfavorable features.  Applicable regulations prohibit the
Bank from making loans to its executive officers and directors at terms more
favorable than could be obtained by persons not affiliated with the Bank.  The
Bank's policy concerning loans to executive officers and directors currently
complies with such regulations.     

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      FIRST SAVINGS BANCORP, INC.
                                  
                                      
Date:  September 23, 1998          By: /s/ William E. Samuels, Jr.
                                      -------------------------------------
                                      William E. Samuels, Jr.
                                      President and Chief Executive Officer     


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

    
<TABLE> 
<CAPTION> 
Signature                                      Title                                  Date
---------                                      -----                                  ----
<S>                                    <C>                                      <C> 
/s/ William E. Samuels, Jr.            President, Chief Executive               September 23, 1998
--------------------------------       Officer and Director                               
William E. Samuels, Jr.                                                                   
                                                                                          
/s/ John F. Burns                      Executive Vice President,                September 23, 1998    
--------------------------------       Principal Financial Officer                        
John F. Burns                          and Director                                       
                                                                                          
/s/ Timothy S. Maples                  Vice President, Controller and           September 23, 1998
--------------------------------       Principal Accounting Officer                       
Timothy S. Maples                                                                         
                                                                                          
/s/ H. David Bruton                    Director                                 September 23, 1998
--------------------------------                                                          
H. David Bruton                                                                           
                                                                                          
/s/ J. E. Causey                       Director                                 September 23, 1998
--------------------------------                                                          
J. E. Causey                                                                              
                                                                                          
/s/ Henry A. Clayton                   Director                                 September 23, 1998
--------------------------------                                                          
Henry A. Clayton                                                                          
                                                                                          
/s/ Frank G. Hardister                 Director                                 September 23, 1998
--------------------------------                                                          
Frank G. Hardister                                                                        
                                                                                          
/s/ W. Harrell Johnson                 Director                                 September 23, 1998
--------------------------------                                                          
W. Harrell Johnson                                                                        
                                                                                          
/s/ Joe Montesanti, Jr.                Director                                 September 23, 1998
--------------------------------                                                          
Joe Montesanti, Jr.                                                                       
                                                                                          
/s/ Thomas F. Phillips                 Director                                 September 23, 1998
--------------------------------
Thomas F. Phillips
</TABLE>