FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: The Hinesville Bank Hinesville, Georgia

Application for Consent to Purchase Certain Assets and to Assume the Liability to Pay Deposits in an Optional Conversion Transaction, and for Consent to Establish One Branch

ORDER

Pursuant to section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI Act"), The Hinesville Bank, Hinesville, Georgia ("Hinesville"), an insured state nonmember bank and Bank Insurance Fund ("BIF") member with total resources of $131,040,000 and total deposits of $111,163,000 as of September 30, 1996, has filed an application for the Federal Deposit Insurance Corporation's ("Corporation") consent to purchase certain assets of and to assume the liability to pay deposits made in the Hinesville, Georgia, branch of First Georgia Bank, Brunswick, Georgia ("First Georgia"), a Federal savings bank and Savings Association Insurance Fund ("SAIF") member with total resources of $147,083,000 and total deposits of $122,005,000 as of September 30, 1996, and for consent to establish the Hinesville, Georgia, branch of First Georgia as a branch of Hinesville. Notice of the proposed transaction, in a form approved by the Corporation, has been published pursuant to the FDI Act. There will be no insurance fund conversion concurrent with the proposed transaction and assessments payable on the deposits acquired from First Georgia (i.e., the "adjusted attributable deposit amount") will continue to be paid to the SAIF pursuant to section 5(d)(3) of the FDI Act.

Upon consideration of all relevant material, and having requested reports on the competitive factors from the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Office of Thrift Supervision, and the Attorney General of the United States, the Board of Directors has concluded that the application should be and hereby is approved subject to the following conditions:

1. That the transaction shall not be consummated before the fifteenth calendar day following the date of this Order or no later than six months after the date of this Order unless such period is extended for good cause by the Corporation;

2. That all necessary and final approvals be received from other regulatory authorities; and

3. That, until the proposed transaction becomes effective, the Corporation shall have the right to alter, suspend, or withdraw its approval should any interim development be deemed by the Board of Directors to warrant such action.

Dated at Washington, D.C., this 4th day of February, 1997.

BY ORDER OF THE BOARD OF DIRECTORS

Executive Secretary