BRANCH PURCHASE AND ASSUMPTION AGREEMENT

 

             BRANCH PURCHASE AND ASSUMPTION AGREEMENT
                          BY AND BETWEEN
                            BANK SOUTH
                               AND
                         AMERIBANK, N.A.

                   Dated as of October 18, 1995

                        TABLE OF CONTENTS
                                                     Page Number
                                                     -----------

ARTICLE I - TRANSFER OF ASSETS AND LIABILITIES
     Section 1.1    Transferred Assets  . . . . . . .     1
     Section 1.2    Purchase Price  . . . . . . . . .     2
     Section 1.3    Deposit Liabilities . . . . . . .     3
     Section 1.4    Loans Transferred . . . . . . . .     7
     Section 1.5    Safe Deposit Business . . . . . .     9
     Section 1.6    Employee Matters  . . . . . . . .     9
     Section 1.7    Records and Data Processing . . .    10
     Section 1.8    Security  . . . . . . . . . . . .    10
     Section 1.9    Taxes and Fees: Proration of
                    Certain Expenses  . . . . . . . . .  11
     Section 1.10   Real Property . . . . . . . . . .    11

ARTICLE II - CLOSING AND EFFECTIVE TIME
     Section 2.1    Dates . . . . . . . . . . . . . .    13
     Section 2.2    Closing . . . . . . . . . . . . .    14
     Section 2.3    Adjustments . . . . . . . . . . .    16

ARTICLE III - INDEMNIFICATION
     Section 3.1    Seller's Indemnification of
                    Purchaser   . . . . . . . . . . .    17
     Section 3.2    Purchaser's Indemnification of
                    Seller  . . . . . . . . . . . . .    17
     Section 3.3    Claims for Indemnity  . . . . . .    17
     Section 3.4    Limitations on Indemnification  .    18

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER
     Section 4.1    Corporate Organization  . . . . .    18
     Section 4.2    No Violation  . . . . . . . . . .    18
     Section 4.3    Corporate Authority . . . . . . .    19
     Section 4.4    Enforceable Agreement . . . . . .    19
     Section 4.5    Personal Property . . . . . . . .    19
     Section 4.6    Real Property . . . . . . . . . .    19
     Section 4.7    Condition of Property . . . . . .    21
     Section 4.8    Proceedings and Information . . .    21
     Section 4.9    Limitation of Representation,
                    and Warranties . . . . . . . . . .   21

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF PURCHASER
     Section 5.1    Corporate Organization  . . . . .    21
     Section 5.2    No Violation  . . . . . . . . . .    22
     Section 5.3    Corporate Authority . . . . . . .    22
     Section 5.4    Enforceable Agreement . . . . . .    22

                                i

ARTICLE VI - OBLIGATIONS OF PARTIES PRIOR TO AND
             AFTER EFFECTIVE TIME

     Section 6.1    Full Access . . . . . . . . . . .    22
     Section 6.2    Delivery of Magnetic Media
                    Records   . . . . . . . . . . . .    23
     Section 6.3    Application for Approval to Effect
                    Purchase of Assets and Assumption
                    of Liabilities  . . . . . . . . .    23
     Section 6.4    Conduct of Business; Maintenance
                    of Properties   . . . . . . . . .    23
     Section 6.5    No Solicitation by Seller . . . .    24
     Section 6.6    Further Actions . . . . . . . . .    24
     Section 6.7    Fees and Expenses . . . . . . . .    24
     Section 6.8    Breaches with Third Parties . . .    25
     Section 6.9    Insurance . . . . . . . . . . . .    25
     Section 6.10   Public Announcements  . . . . . .    25
     Section 6.11   Tax Reporting . . . . . . . . . .    25

ARTICLE VII - CONDITIONS TO PURCHASER'S OBLIGATIONS
     Section 7.1    Representations and Warranties
                    True    . . . . . . . . . . . . .    26
     Section 7.2    Obligations Performed . . . . . .    26
     Section 7.3    No Adverse Proceedings  . . . . .    26
     Section 7.4    Regulatory Approval . . . . . . .    26

ARTICLE VII - CONDITIONS TO SELLER'S OBLIGATIONS
     Section 8.1    Representations and Warranties
                    True  . . . . . . . . . . . . . .    27
     Section 8.2    Obligations Performed . . . . . .    27
     Section 8.3    No Adverse Proceedings  . . . . .    27
     Section 8.4    Regulatory Approval . . . . . . .    27
     Section 8.5    Consummation of Merger  . . . . .    27

ARTICLE IX - TERMINATION
     Section 9.1    Methods of Termination  . . . . .    28
     Section 9.2    Procedure Upon Termination  . . .    29
     Section 9.3    Payment of Expenses . . . . . . .    29

ARTICLES X - OTHER AGREEMENTS
     Section 10.1   Assumption of East Congress Lease    29

ARTICLE XI - MISCELLANEOUS PROVISIONS
     Section 11.1   Amendment and Modification  . . .    31
     Section 11.2   Waiver or Extension . . . . . . .    31
     Section 11.3   Assignment  . . . . . . . . . . .    31

                                ii

     Section 11.4   Confidentiality . . . . . . . . .    31
     Section 11.5   Addresses for Notices, Etc. . . .    32
     Section 11.6   Counterparts  . . . . . . . . . .    33
     Section 11.7   Headings  . . . . . . . . . . . .    33
     Section 11.8   Governing Law . . . . . . . . . .    33
     Section 11.9   Expenses  . . . . . . . . . . . .    33
     Section 11.10  Time is of the Essence  . . . . .    33
     Section 11.11  Cover, Index and Headings, Etc. .    33
     Section 11.12  Broker, Finder, Investment Banker Fee   34
     Section 11.13  Severability  . . . . . . . . . .    34
     Section 11.14  No Third Party Beneficiaries  . .    34
     Section 11.15  Entire Agreement  . . . . . . . .    34

                                         iii

                         LIST OF EXHIBITS
                         ----------------

Exhibit Number      Description
- --------------      -----------
   1.1(b)           Excluded Assets

   1.6(c)           Severance Benefits

   2.2(b)(2)        Bill of Sale

   2.2(b)(3)        Assumption Agreement

   2.2(b)(14)       Closing Statement  

             BRANCH PURCHASE AND ASSUMPTION AGREEMENT
             ----------------------------------------

          THIS BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this
"Agreement") is made and entered into as of the 18th day of
October, 1995, by and between BANK SOUTH (herein, together with
its successors and assigns, "Seller"), a bank organized and
existing under the laws of the State of Georgia, with its
principal office located in Atlanta, Georgia; and AMERIBANK, N.A.
("Purchaser"), a national banking association organized and
existing under the laws of the United States, with its principal
office located in Savannah, Georgia.

                         Preamble
                         --------

          The Board of Directors of Purchaser and the Policy Committee
or the Board of Directors of Seller have determined that the
transactions described herein are in their respective best
interests.  The Agreement provides for the purchase by Purchaser
of certain assets from Seller and for the assumption by Purchaser
of certain liabilities of Seller related to Seller's banking
office located at 1976 E. Victory Drive, Savannah, Georgia (the
"Branch Office").

          In consideration of the premises and the respective
warranties, representations, covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound, agree as follows:

                          ARTICLE I
                          ---------

              TRANSFER OF ASSETS AND LIABILITIES
              ----------------------------------

Section 1.1.   Transferred Assets.
- -----------    ------------------

(a)  As of the Effective Time (as defined in Section 2.1) and
     upon the terms and conditions set forth herein, Seller will
     sell, assign, transfer, convey and deliver to Purchaser, and
     Purchaser will purchase from Seller, all of the following
     assets associated with the Branch Office and identified in
     this Agreement and the Exhibits hereto, and not otherwise
     excluded from sale pursuant to the provisions of Subsection
     1.1(b) below:

          (1)  all real estate and improvements thereon at the
               Branch Office (the "Real Property");

          (2)  except as provided in Exhibit 1.1(b), the
               furniture, fixtures, leasehold improvements and
               other tangible personal property (the "Personal
               Property");

          (3)  all safe deposit contracts and leases for the safe
               deposit boxes located at the Branch Office as of
               the Effective Time (the "Safe Deposit Contracts");

          (4)  all loans transferred pursuant to Section 1.4; 

          (5)  all coins and currency located at the Branch
               Office as of the Effective Time (the "Coins and
               Currency"); 

          (6)  Seller's rights in any equipment leased by the
               Seller and used at the Branch Office ("Leased
               Equipment") and not among the Excluded Assets; and

          (7)  The ATM located at the Branch Office.

     (b)  The assets, properties and rights listed below are
          specifically excluded from the sale under this
          Agreement (the "Excluded Assets"):

          (1)  any rights to the name "Bank South" and any of
               Sellers' and its affiliates' and proprietary
               mutual funds' logos, trademarks, trade names,
               signs, paper stock, forms and other supplies
               containing any such logos, trademarks or trade
               names; and

          (2)  the assets listed on Exhibit 1.l(b) hereto.

     (c)  The Seller shall remove the Excluded Assets from the
          Branch Office at or prior to the Effective Time.  The
          Seller shall remove, using reasonable efforts to limit
          any damage to the Branch Office premises, the Excluded
          Assets at its own cost and, apart from making any
          repairs necessitated by Seller's negligence in removing
          the Excluded Assets, Seller shall be under no
          obligation to restore the Branch Office's premises to
          their original conditions, which shall be the
          Purchaser's responsibility.

Section 1.2.   Purchase Price.
- -----------    --------------

     (a)  In consideration for the purchase of the Branch Office,
          the Purchaser shall pay Seller a purchase price (the
          "Purchase Price") equal to the sum of the following:

          (1)  The Net Book Value (as defined in Subsection
               1.2(d) hereof) of the Personal Property and the
               Real Property at the Branch Office;

          (2)  A premium for the Deposit Liabilities (as defined
               in Subsection 1.3(a) hereof) equal to 1.3% of the
               Deposit Liabilities (the "Deposit Premium");

                                         -2-

          (3)  The Net Book Value (as defined in Subsection
               1.2(d) hereof), including accrued interest, for
               the Loans as set forth in Section 1.4 hereof; 

          (4)  The face amount of the Coins and Currency; and

          (5)  The Net Book Value of the ATM located at the
               Branch Office.

     (b)  In addition, Purchaser shall assume, as of the
          Effective Time, all of the duties, obligations and
          liabilities of Seller relating to Leased Equipment, the
          Safe Deposit Contracts and the Deposit Liabilities
          (including all accrued interest on such Deposit
          Liabilities); provided, that any cash items paid by
          Seller and not cleared prior to the Effective Time
          shall be the responsibility of Seller, subject to the
          terms of Section 1.3 below.

     (c)  Seller shall prepare a balance sheet (the "Pre-Closing
          Balance Sheet") in accordance with generally accepted
          accounting principles as of a date not earlier than 30
          days prior to the Effective Time (the "Pre-Closing
          Balance Sheet Date") reflecting the assets to be sold,
          assigned and transferred hereunder and the liabilities
          to be transferred and assumed hereunder.  Seller agrees
          to pay to Purchaser at the Closing (as defined in
          Section 2.1 hereof), in immediately available funds,
          the excess amount, if any, of the amount of Deposit
          Liabilities assumed by Purchaser pursuant to Subsection
          1.2(b) above, as reflected by the Pre-Closing Balance
          Sheet, over the aggregate purchase price computed in
          accordance with Subsection 1.2(a) above, as reflected
          by the Pre-Closing Balance Sheet.  Purchaser agrees to
          pay Seller at the Closing, in immediately available
          funds, the excess, if any, of the aggregate purchase
          price computed in accordance with Subsection 1.2(a)
          above, as reflected by the Pre-Closing Balance Sheet,
          over the amount of Deposit Liabilities assumed by
          Purchaser pursuant to Subsection 1.2(b) above, as
          reflected by the Pre-Closing Balance Sheet.  Amounts
          paid at Closing shall be subject to subsequent
          adjustment based on the Post-Closing Balance Sheet.

     (d)  For purposes of this Agreement, "Net Book Value" means
          the value determined from the Post-Closing Balance
          Sheet and in all cases shall be net of accumulated
          depreciation and amortization, and with respect to
          Loans, shall not reflect any reduction for any general
          or specific loan loss reserve or allowance for possible
          loan losses maintained by Seller.

Section 1.3.   Deposit Liabilities.
- -----------    -------------------

     (a)  "Deposit Liabilities" shall mean all of Seller's
          duties, obligations and liabilities relating to the
          deposits and deposit accounts, including Individual

                                         -3-

          Retirement Accounts, located at the Branch Office as of
          the Effective Time, except as excluded by subsection
          1.3(b) below.

     (b)  Except for those liabilities and obligations
          specifically assumed by Purchaser under Subsection
          1.2(b) above, Purchaser is not assuming any other
          liabilities or obligations.  Liabilities not assumed
          include, but are not limited to, the following:

          (1)  Seller's cashier checks, official checks, letters
               of credit, money orders, interest checks and
               expense checks issued prior to closing,
               consignments of U.S. Government "E" and "EE" bonds
               and any and all traveler's checks.

          (2)  Liabilities or obligations with respect to any
               litigation, suits, claims, demands or governmental
               proceedings arising, commenced or made known to
               Seller prior to Closing and related to the Branch
               Office, or which thereafter arise with respect to
               matters occurring prior to Closing.

          (3)  Deposit accounts associated with lines of credit
               where a line of credit is excluded in accordance
               with Subsection 1.4(b).

          (4)  Deposit accounts associated with qualified
               retirement plans where Seller is the trustee of
               such plan or the sponsor of a prototype plan used
               by such plan.

          (5)  Deposit accounts with a negative balance, or an
               overdraft or overdrafts outstanding 30 days or
               more as of the business day immediately preceding
               Closing.

     (c)  Seller does not represent or warrant that any deposit
          customers whose accounts or deposits are assumed by
          Purchaser will become or continue to be customers of
          Purchaser upon or after the Effective Time.

     (d)  Purchaser agrees to pay in accordance with law and
          customary banking practices all properly drawn and
          presented checks, drafts and withdrawal orders
          presented to Purchaser by mail, through automated
          teller machines, over the counter or through the check
          clearing system or any other clearing system of the
          banking industry, by depositors of the accounts
          assumed, whether drawn on the checks, withdrawal or
          draft forms provided by Seller or by Purchaser, and in
          all other respects to discharge, in the usual course of
          the banking business, the duties and obligations of
          Seller with respect to the balances due and owing to
          the depositors whose accounts are assumed by Purchaser.

                                         -4-

     (e)  If, after the Effective Time, any depositor, instead of
          accepting the obligation of Purchaser to pay the
          Deposit Liabilities assumed, shall demand payment from
          Seller for all or any part of any such assumed Deposit
          Liabilities, Seller shall not be liable or responsible
          for making such payment; provided, that, for purposes
          of maintaining relationships of the Branch Office
          customers, if Seller shall pay the same pursuant to
          procedures mutually agreed upon by Purchaser and
          Seller, Purchaser shall reimburse Seller for any such
          payments, and Seller shall not be deemed to have made
          any representations or warranties to Purchaser with
          respect to any such checks, drafts or withdrawal
          orders, and any such representations or warranties
          implied by law are hereby expressly disclaimed.  Seller
          and Purchaser shall make arrangements to provide for
          the daily settlement with immediately available funds
          by Purchaser of checks, drafts, withdrawal orders,
          returns and other items presented to and paid by Seller
          within 60 days after the Effective Time and drawn on or
          chargeable to accounts that have been assumed by
          Purchaser; provided, however, Seller shall be held
          harmless and indemnified by Purchaser for acting in
          accordance with such arrangements.

     (f)  Purchaser agrees, at its cost and expense, (1) to
          assign new account numbers to depositors of assumed
          accounts utilizing Purchaser's transit routing number,
          (2) to notify such depositors, on or before the
          Effective Time, in a form and on a date mutually
          acceptable to Seller and Purchaser, of Purchaser's
          assumption of Deposit Liabilities, and (3) to furnish
          such depositors with checks on the forms of Purchaser
          and with Purchaser's transit routing numbers and with
          instructions to utilize Purchaser's checks and to
          destroy unused check, draft and withdrawal order forms
          of Seller. (If Purchaser so elects, Purchaser may offer
          to buy from such depositors their unused Seller check,
          draft and withdrawal order forms).  In addition, Seller
          will notify its affected customers by letter of the
          pending assignment of Seller's deposit accounts to
          Purchaser, which notice shall be at Seller's cost and
          expense and in a form mutually agreeable to Seller and
          Purchaser.  Purchaser may provide, prior to Closing at
          its sole expense, such customers with notices of
          changes in terms and other information regarding the
          transaction contemplated hereby, subject to prior
          review by and consent of Seller.  The parties shall
          cooperate and coordinate such notices and shall, to the
          extent practicable, combine mailings and share the
          costs of any combined mailings.

     (g)  Subject to Section 1.3(l) below, Purchaser shall pay
          Seller on demand an amount equivalent to the amount of
          any checks, drafts or withdrawal orders credited to
          assumed Deposit Liabilities as of the Effective Time
          that are returned to Seller after the Effective Time.

                                          -5-

     (h)  On and after the Effective Time, Purchaser will assume
          and discharge Seller's duties and obligations in
          accordance with the terms and conditions and laws,
          rules and regulations that apply to the certificates,
          accounts and other Deposit Liabilities assumed pursuant
          to this Agreement.

     (i)  On and after the Effective Time, Purchaser will
          maintain and safeguard in accordance with applicable
          law and sound banking practices all account documents,
          deposit contracts, signature cards, deposit slips,
          canceled items and other records related to the Deposit
          Liabilities assumed under this Agreement, subject to
          Seller's right of access to such records as provided in
          this Agreement.

     (j)  Seller will render a final statement to each depositor
          of an account assumed under this Agreement as to
          transactions occurring through the Effective Time. 
          Seller will be entitled to impose normal fees and
          service charges on a per item basis through Closing,
          but Seller will not impose periodic fees or blanket
          charges in connection with such final statements.

     (k)  The Purchaser, at its expense, will timely notify, in
          advance of the Closing, all Automated Clearing House
          ("ACH") originators of the transfers and assumptions to
          be made pursuant to the Agreement as of the Closing
          Date.  For a period of 90 days beginning on the
          Effective Time, Seller will, absent contrary prior
          written directions from Purchaser, honor all ACH items,
          related to accounts assumed under this Agreement which
          are mistakenly routed or presented to Seller.  Seller
          will electronically transmit such ACH data to
          Purchaser, which will reimburse Seller in funds
          immediately available to Seller for any such items, and
          Seller will not impose any additional charges to
          Purchaser for such services.  If Purchaser cannot
          receive an electronic transmission, Seller will make
          available to Purchaser at Seller's operations center
          receiving items from the ACH tapes containing such ACH
          data.  Items mistakenly routed or presented after the
          90-day period will be returned to the presenting party.

     (l)  After the Effective Time, Purchaser agrees to use its
          reasonable efforts to collect from Purchaser's
          customers amounts equal to any debit card connected
          with a deposit account and any Visa or MasterCard
          chargebacks under the MasterCard and Visa Merchant
          Agreements between Seller and its customers or amounts
          equal to any deposit items returned to Seller after the
          Effective Time which were honored by Seller prior to
          the Effective Time and remit such amounts so collected
          to Seller.  Purchaser agrees to immediately remit to
          Seller any funds held in the customer's related
          transferred account(s) when the Purchaser receives such
          notice from the Seller, up to the amount of the charged
          back or returned item that had been previously credited
          by Seller, if such funds are available at the time of
          notification by Seller to Purchaser of the charged back
          or returned item.  Notwithstanding the foregoing,

                                         -6-

          Purchaser shall have no duty to remit funds for any
          item or charge that has been improperly returned or
          charged to Seller.

Section 1.4.   Loans Transferred.
- -----------    -----------------

     (a)  Seller will transfer to Purchaser at the Effective
          Time, subject to the terms and conditions of this
          Agreement, all of Seller's right, title and interest in
          (including all collateral relating thereto) loans
          maintained, serviced and listed in Seller's general
          ledger as loans of the Branch Office (collectively the
          "Loans").

     (b)  Notwithstanding the provisions of subsection 1.4(a)
          above, the Loans shall not, except to the extent the
          parties hereto may mutually agree otherwise in writing,
          include:

          (1)  nonaccruals (which term shall include loans in
               which the collateral securing same has been
               repossessed or in which collection efforts have
               been instituted or foreclosure proceedings have
               been filed);

          (2)  loans 90 days or more past due or charged off; and

          (3)  loans upon which insurance with respect to
               collateral has been force-placed; and

          (4)  loans in connection with which the borrower has
               filed a petition for relief under the United
               States Bankruptcy Code prior to the Effective
               Time; 

          (5)  any loans that Purchaser selects for exclusion
               during the due diligence period provided in
               Section 6.1 hereof, during which period Seller
               shall provide Purchaser with reasonable access to
               all documentation and collateral files related to
               any loans attributable to the Branch Office,
               including any documentation and collateral files
               located at Seller's offices in Atlanta, Georgia or
               elsewhere; and

          (6)  any overdrafts related to deposit accounts
               excluded by Section 1.3(b)(5) hereof.

     (c)  Seller and Purchaser agree that Seller will assign to
          Purchaser, and Purchaser will become the beneficiary
          of, credit life insurance written on direct consumer
          installment loans and coverage will continue to be the
          obligation of the current insurer after the Effective
          Time and for the duration of such insurance as provided
          under the terms of the policy or certificate to the
          extent permitted under such insurance policies and to

                                         -7- 

          the extent permitted without further cost to the
          Seller.  If Purchaser becomes the beneficiary of credit
          life insurance written on consumer installment loans,
          Seller and Purchaser agree to cooperate in good faith
          to develop a mutually satisfactory method by which the
          current insurer will make rebate payments to and
          satisfy claims of the holders of such certificates or
          policies of insurance after the Effective Time.  The
          parties' obligations in this subsection 1.4(c) are
          subject to any restrictions contained in existing
          insurance contracts and to applicable Law.

     (d)  In connection with the transfer of any Loans requiring
          notice to the related borrower thereunder, Purchaser
          and Seller agree to comply with all notice and
          reporting requirements of the loan documents or of any
          law or regulation.

     (e)  All Loans transferred to Purchaser (other than as
          specified in Section 1.4(b)) shall be valued at their
          Net Book Value, such value to include accrued but
          unpaid interest and other charges.

     (f)  All Loans will be transferred without recourse and
          without any warranties or representations as to their
          collectibility or the creditworthiness of any of the
          obligors of such Loans.  To Seller's knowledge, the
          Loans were, when originated, made consistent in all
          material respects with applicable laws then in effect.

     (g)  Purchaser, at its expense, will issue new coupon books
          for payment of Loans for which Seller provides coupon
          books with instructions to utilize Purchaser's coupons
          and to destroy unused coupons furnished by Seller.

     (h)  For a period of 90 days after the Effective Time,
          Seller will forward in funds immediately available to
          Purchaser, loan payments on the Loans received by
          Seller.  Purchaser shall reimburse Seller upon demand
          for checks submitted by Borrowers to Seller, but
          returned on payments forwarded by Seller to Purchaser;
          however, to the extent possible, Seller will deduct the
          amount of such returned checks from payments received
          and shall settle with Purchaser on a net basis.

     (i)  As of the Effective Time and upon receipt from the
          Seller, Purchaser will be responsible for maintaining
          and safeguarding all Loan files, documents and records
          related to the Loans in accordance with applicable law
          and sound banking practices.

     (j)  If the balance due on any Loan purchased pursuant to
          this Section 1.4 has been reduced by Seller as a result
          of a payment by check received prior to the Effective
          Time, which item is returned after the Effective Time,
          the asset value represented by the Loan transferred

                                         -8-

          shall be correspondingly increased, and an amount in
          cash equal to such increase shall be paid by Purchaser
          to Seller promptly upon demand.

     (k)  Purchaser may notify Seller 45 days or more prior to
          Closing of any consumer Loan files that lack the
          collateral specified in the underlying Loan documents,
          and Purchaser will have the option not to purchase such
          Loans where Seller cannot deliver the specified
          collateral at Closing with the related Loan.

Section 1.5.   Safe Deposit Business.
- -----------    ---------------------

     (a)  As of the Effective Time, Purchaser will assume and
          discharge Seller's obligations with respect to the safe
          deposit box business at the Branch Office in accordance
          with the terms and conditions of contracts or rental
          agreements related to such business, and Purchaser will
          maintain all facilities necessary for the use of such
          safe deposit boxes by persons entitled to use them
          during the period for which such boxes have been rented
          and the rent theretofore paid to Seller.

     (b)  As of the Effective Time, Purchaser shall maintain and
          safeguard the records related to such safe deposit box
          business, and Purchaser shall be responsible for
          granting access to and protecting the contents of safe
          deposit boxes at the Branch Office.

     (c)  Safe deposit box rental payments (not including late
          payment fees) collected by Seller on or before the
          Effective Time shall be prorated as of the Effective
          Time.

Section 1.6.   Employee Matters.
- -----------    ----------------

     (a)  Purchaser shall hire all employees employed by Seller
          at the Branch Office at the Effective Time (the
          "Employees"), in their then current functional
          positions at each Branch Office with remuneration not
          less than current levels (subject to normal salary
          increases) and benefits generally equivalent to
          similarly situated employees of Purchaser.  Except as
          expressly provided otherwise below, Employees shall
          receive full credit for their prior service with Seller
          under Purchaser's vacation and sick leave policies.  As
          of the Effective Time, the Employees and their
          dependents, if any, previously covered under Seller's
          health insurance plan shall be covered under
          Purchaser's health insurance plan without being subject
          to any pre-existing condition limitations, except those
          excluded under Seller's health insurance plan. 
          Employees shall receive full credit for their prior
          service with Seller for purposes of determining their
          participation in, and eligibility and vesting rights
          under, Purchaser's "pension plans" (as defined in 
          Section 3(2) of the Employee Retirement Income Security
          Act of 1974 ("ERISA")) and vacation and other "employee

                                         -9- 
          welfare benefit plans" (as defined in  Section 3(1) of
          ERISA).  Benefit accrual under Purchaser's pension
          plans shall accrue from the Employees' first day of
          service with Purchaser and shall be based on service
          with Purchaser.

     (b)  Seller makes no representations or warranties about whether
          any of the Employees will remain employed at the Branch Office
          after the date hereof or upon or after the Effective Time. 
          Seller will use its reasonable efforts to maintain the Employees
          as employees of Seller at the Branch Office until the Effective
          Time.  The Seller shall have sole and absolute discretion with
          respect to any Employee whose employment shall be terminated for
          any reason prior to the Effective Time or who shall elect not
          to be an employee of Purchaser, and Purchaser shall have no
          liability therefor.  Seller agrees that, for a period of 12
          months after the Effective Time, it will not solicit for
          employment any Employee who remains employed by Purchaser.

    (c)   Purchaser agrees for a period of 12 months after the Effective
          Time, it will not terminate a transferred Employee without cause
          without paying to such Employee a severance benefit equal
          to the applicable severance benefit set forth in Exhibit 1.6(c).

Section 1.7.     Records and Data Processing.
- -----------      ---------------------------
    (a)   As of the Effective Time, Purchaser shall become responsible for
          maintaining the files, documents and records referred to in this
          Agreement.  Purchaser will preserve and safekeep them as and for
          the periods required by applicable law and sound banking practice
          for the joint benefit of Seller and Purchaser.  After the Effective
          Time, Purchaser will permit Seller and its representatives, for
          reasonable cause, at reasonable times and upon reasonable notice
          and at Seller's expense, to examine, inspect, copy and reproduce
          any such files, documents or records as Seller deems reasonably
          necessary.

    (b)   As of the Effective Time, Seller will permit Purchaser and its
          representatives, for reasonable cause, at reasonable times and
          upon reasonable notice and at Purchaser's expense, to examine,
          inspect, copy and reproduce files, documents or records retained
          by Seller regarding the assets and liabilities transferred under
          this Agreement as Purchaser deems reasonably necessary.

Section 1.8.     Security.
- -----------      --------

     As of the Effective Time, Purchaser shall be solely responsible for
     the security of and insurance on all persons and property located
     in or about the Branch Office.

                                         -10-

Section 1.9.     Taxes and Fees, Proration of Certain Expenses.
- -----------      ----------------------------------------------

     Purchaser shall be responsible and liable for the payment of all filing
     and recordation fees and taxes related to this transaction; except
     that Purchaser shall not be responsible for, or have any liability
     with respect to, income or similar taxes upon the Seller arising
     out of this transaction, if any, and Seller agrees that it shall
     pay, or represents that it has paid, in a timely manner any
     and all such taxes.  Purchaser shall not be responsible for
     any tax liabilities of Seller arising from the business or
     operations of the Branch Office before the Effective Time,
     and Seller shall not be responsible for any tax liabilities
     of Purchaser arising from the business or operations of the
     Branch Office after the Effective Time.  Utility payments,
     telephone charges, real property taxes, personal property
     taxes, rent, salaries, deposit insurance premiums, other
     ordinary operating expenses of the Branch Office and other
     expenses and taxes related to the liabilities assumed or
     assets purchased hereunder shall be prorated between the parties
     as of the Effective Time.  To the extent any such item has been
     prepaid by Seller for a period extending beyond the Effective Time,
     there shall be a proportionate monetary adjustment in favor of Seller.

Section 1.10.    Real Property.
- ------------     -------------

    (a)     Seller agrees to deliver to Purchaser as soon as reasonably
            possible after the execution of this Agreement copies of all
            title information in possession of or available to Seller,
            including but not limited to title insurance policies,
            attorney's opinions on title, surveys, covenants, deeds,
            notes and deeds of trust and easements relating to the Real
            Property.  In addition, Seller agrees to provide any plans
            and specifications, engineering reports, soil reports,
            environmental reports, appraisals and similar information it may
            have, if any, relating to the Real Property.  Such delivery shall
            constitute no warranty hereunder or otherwise by Seller as to
            the accuracy or completeness thereof or that Purchaser is
            entitled to rely thereon.

    (b)     Purchaser agrees to review title to the Real Property within
            45 days of the date of this Agreement, and to notify Seller
            in writing within such 45 day period of any mortgages, pledges,
            environmental matters, material liens, encumbrances,
            restrictions, reservations, tenancies, encroachments, overlaps
            or other title exceptions or zoning or similar land use
            violations related to the Real Property and materially and
            adversely affecting its value to which Purchaser reasonably
            objects (collectively, the "Title Defects").  Purchaser agrees
            that Title Defects shall not include real property taxes not
            yet due and payable and easements and rights of way of record
            which do not materially interfere with the use of the Real
            Property as a Branch Office.  Seller shall make a good faith
            effort to correct any such Title Defect to Purchaser's reasonable
            satisfaction at least 10 days prior to Closing;
            PROVIDED, HOWEVER, that Seller shall not be obligated to bring

                                         -11-

            any lawsuit or make any payments of money (except to pay
            liens that Seller does not dispute in good faith) to cure a
            Title Defect. If Seller is unable to cure any such Title
            Defects to Purchaser's reasonable satisfaction, Purchaser
            shall have the option either to terminate this Agreement with
            respect to the purchase of the Real Property of the Branch
            Office having such Title Defects or to receive title in its
            then existing condition.  Upon termination of this Agreement
            with respect to the Real Property of any Branch Office pursuant
            to this Section 1.10, neither party shall have any further
            liability to the other party under this Agreement with respect
            to such Branch Office Real Property, and the Purchase Price
            shall be adjusted accordingly.

    (c)     Purchaser shall have the right to update title matters at
            Closing for any changes which may have arisen since the date
            of Purchaser's original title search.  If such update indicates
            any new Title Defects, Seller may elect upon notice to Seller
            specifying the new Title Defects, if any, to delay the Closing
            with respect to the Real Property of the affected Branch Office
            for up to 30 days while Seller makes a good faith effort to cure
            any such Title Defect to Purchaser's reasonable satisfaction;
            provided that Seller shall not be obligated to bring any suit
            or action or make any payments of money (except to pay liens
            that Seller does not dispute in good faith) to cure a Title Defect.
            If Seller is unable to cure any such Title Defect within such 30
            day period, Purchaser shall have the option to receive title in
            the then existing condition or to terminate this Agreement with
            respect to such purchase of the Real Property of the affected
            Branch Office, in which event neither party shall have any
            further liability to the other party under this Agreement with
            respect to the Real Property of the affected Branch Office,
            and the purchase price shall be adjusted accordingly.

    (d)     Purchaser shall have the right to conduct such examination and
            investigation of structural and environmental matters with
            respect to the Real Property as it may reasonably require and
            shall report the results of any such investigation to Seller no
            later than 45 days after the date of this Agreement; PROVIDED,
            HOWEVER, that without the prior written consent of Seller,
            Purchaser shall not conduct any ground water monitoring or
            install any test well or undertake any other investigation
            which requires a permit or license from, or the reporting
            of the investigation or the results thereof to, a local or
            state environmental regulatory authority or the United States
            Environmental Protection Agency.  Seller shall have the
            right, but not the obligation, to cure any violation of Law
            relating to the environment or structural defects which are
            discovered by Purchaser's investigation.  If Seller either
            refuses to give such written consent or refuses to cure any
            material violation of law relating to the environment or
            material structural defect, Purchaser shall have the option
            either to purchase the Real Property in its then existing
            condition or to terminate this Agreement with respect to
            the affected Branch Office Real Property, in which event 

                                         -12-

            neither party shall have any further liability to the other
            under this Agreement with respect to such Branch Office Real
            Property, and the Purchase Price to be paid by Purchaser shall
            be adjusted accordingly.

    (e)     In the event of any material damage to or destruction of the
            Real Property, or any material portion thereof, or in the event
            of any taking or filing of a condemnation action against the Real
            Property, or any material portion thereof prior to Closing,
            Purchaser may elect to:  (i) terminate this Agreement with
            respect to the Real Property by giving notice to Seller,
            whereupon the provisions of this Agreement solely with respect
            to the Real Property shall terminate and the parties shall
            be relieved of and released from any and all further rights,
            duties, obligations and liabilities hereunder with respect to
            the sale of the Branch Office Real Property and the Purchase
            Price to be paid by Purchaser shall be adjusted accordingly;
            or (ii) consummate the purchase of the Real Property without
            any reduction of or adjustment to the Purchase Price, whereupon
            at Closing, Seller shall pay to Purchaser all insurance
            proceeds then received by Seller and all condemnation awards
            and other payments in connection with the exercise of the
            power of eminent domain then received by Seller, and in
            addition, Seller shall transfer and assign to Purchaser all
            rights of Seller with respect to payments for damages or
            compensation on account of such damages, destruction, taking or
            threat of taking.  Seller shall notify Purchaser promptly upon
            Seller having actual knowledge of the occurrence of any damage,
            destruction, taking or written notice of a proposed taking
            affecting the real Property.  The term "material portion" of
            the Real Property as used herein shall mean a portion of the
            Real Property having a value in excess of $100,000, or the
            loss of which will render the Real Property unusable as a branch
            banking facility.

                                      ARTICLE II
                                      ----------

                               CLOSING AND EFFECTIVE TIME
                               --------------------------

Section 2.1.     Dates.
- -----------      -----

     The purchase of assets and assumption of liabilities provided for in
     this Agreement shall occur at a closing (the "Closing") to be held at
     10:00 A.M. local time at the offices of Seller or its counsel in
     Atlanta, Georgia as soon as practicable and upon the date all
     necessary approvals by the applicable regulatory agencies have been
     issued, and all statutory waiting periods related to such regulatory
     approvals have expired.  All regulatory approvals necessary to
     Purchaser's acquisition of the Branch Office and the transactions
     contemplated herein shall have been received by Purchaser no
     later than February 28, 1996, and all related statutory waiting
     periods shall have expired by no later than March 29, 1996.

                                         -13-

     The transactions contemplated herein shall become effective at
     2:00 p.m. local time, or such other time as the parties may
     mutually agree, on the business day on which the Closing occurs
     (the "Effective Time").

Section 2.2.     Closing.
- -----------      -------

    (a)     All actions taken and documents delivered at the Closing
            shall be deemed to have been taken and executed simultaneously,
            and no action shall be deemed taken nor any document delivered
            until all have been taken and delivered.

    (b)     At the Closing, subject to all the terms and conditions of this
            Agreement, Seller shall deliver to Purchaser:

            (1)     Limited warranty deeds transferring title to the Real
                    Property to Purchaser;

            (2)     A Bill of Sale, in substantially the form attached
                    hereto as Exhibit 2.2(b)(2) (the "Bill of Sale"),
                    transferring to Purchaser all of Seller's interest
                    in the Personal Property and in the Loans;

            (3)     An Assumption Agreement, in substantially the form
                    attached hereto as Exhibit 2.2(b)(3) (the "Assumption
                    Agreement"), assigning Seller's interest in the
                    Leased Equipment, the Safe Deposit Contracts, and
                    in the Deposit Liabilities;

            (4)     Consents from third persons that are necessary to
                    effect the assignments set forth in the Assumption
                    Agreement, including, but not limited to, the lessors
                    of the Leased Equipment (to the extent required by
                    such leases);

            (5)     Seller's keys to the safe deposit boxes and Seller's
                    records related to the safe deposit box business at
                    the Branch Office;

            (6)     Seller's files and records related to the Loans;

            (7)     Seller's records related to the Deposit Liabilities
                    assumed by Purchaser;

            (8)     Immediately available funds in the net amount shown
                    as owing to Purchaser by Seller on the Closing
                    Statement, if any;

            (9)     The Coins and Currency;

                                         -14- 

           (10)     Such of the other assets to be purchased as are capable
                    of physical delivery;

           (11)     A certificate of a proper officer of Seller, dated as
                    of the Effective Time, certifying the fulfillment of
                    all conditions which are the obligation of Seller and
                    that all of the representations and warranties of
                    Seller set forth in this Agreement remain true and
                    correct in all material respects as of the Effective
                    Time;

           (12)     Certified copies of (A) the Articles of Incorporation
                    and Bylaws of Seller and (B) a resolution of the
                    Seller's Board of Directors, or its Policy Committee,
                    approving the sale of the assets and the assumption
                    of the liabilities contemplated hereby;

           (13)     Such certificates and other documents as Purchaser
                    and its counsel may reasonably require to evidence
                    the receipt by Seller of all necessary corporate and
                    regulatory authorizations and approvals for the
                    consummation of the transactions provided for
                    in this Agreement; and

           (14)     A Closing Statement, substantially in the form attached
                    hereto as Exhibit 2.2(b)(14) (the "Closing Statement").

    (c)     At the Closing, subject to all the terms and conditions of
            this Agreement, Purchaser shall deliver to Seller:

           (1)      The Assumption Agreement;

           (2)      A certificate of receipt acknowledging the delivery
                    and receipt of possession of the property and records
                    referred to in this Agreement, and final title
                    opinion(s) with respect to the Branch Office's
                    Real Property;

           (3)      Immediately available funds in the net amount shown
                    as owing to Seller by Purchaser on the Closing
                    Statement, if any;

           (4)      A certificate of a proper officer of Purchaser,
                    dated as of the date of Closing, certifying the
                    fulfillment of all conditions which are the obligation
                    of Purchaser and that all of the representations
                    and warranties of Purchaser set forth in this
                    Agreement remain true and correct in all material
                    respects as of the Effective Time;

           (5)      Certified copies of (A) the Articles of Incorporation
                    and Bylaws of the Purchaser and (B) a resolution of
                    the Board of Directors, or its Executive Committee, of

                                         -15- 

                    Purchaser approving the purchase of the assets and
                    the assumption of the liabilities contemplated hereby;

           (6)      Such certificates and other documents as Seller and
                    its counsel may reasonably require to evidence the
                    receipt of Purchaser of all necessary corporate and
                    regulatory authorizations and approvals for the
                    consummation of the transactions provided for in this
                    Agreement; and

           (7)      The Closing Statement.

    (d)     All instruments, agreements and certificates described in this
            Section 2.2 shall be in form and substance reasonably satisfactory
            to the parties and their respective legal counsel.

Section 2.3.     Adjustments.
- -----------      -----------

    (a)     Not later than 15 business days after the Effective Time
            (the "Post-Closing Balance Sheet Delivery Date"), Seller
            shall deliver to Purchaser a balance sheet dated as of
            the Effective Time and prepared in accordance with generally
            accepted accounting principles reflecting the assets sold
            and assigned and the liabilities transferred and assumed
            hereunder (the "Post-Closing Balance Sheet").  Additionally,
            Seller shall deliver to Purchaser a list of loans purchased,
            individually identified by account number, which list shall
            be appended to the Bill of Sale.  Seller shall afford
            Purchaser and its accountants and attorneys the opportunity
            to review all work papers and documentation used by Seller
            in preparing the Post-Closing Balance Sheet.  Within 15
            business days following the Post-Closing Balance Sheet
            Delivery Date (the "Adjustment Payment Date"), Seller
            and Purchaser shall effect the transfer of any funds
            as may be necessary to reflect changes in such assets
            and liabilities between the Pre-Closing Balance Sheet
            and the Post-Closing Balance Sheet together with interest
            thereon computed from the Effective Time to the Adjustment
            Payment Date at the applicable Federal Funds Rate (as
            hereinafter defined).

    (b)     In the event that a dispute arises as to the appropriate
            amounts to be paid to either party on the Adjustment Payment
            Date, each party shall pay to the other on such Adjustment
            Payment Date all amounts other than those as to which a
            dispute exists.  Any disputed amounts retained by a party
            which are later found to be due to the other party shall be
            paid to such other party promptly upon resolution with interest
            thereon from the Adjustment Payment Date to the date paid at
            the Federal Funds Rate.

    (c)     The "Federal Funds Rate" shall be the mean of the high and low
            rates quoted for Federal Funds under "Money Rates" in THE WALL
            STREET JOURNAL, Eastern Edition adjusted daily as such

                                         -16-

             mean may increase or decrease during the period between the
             Effective Time and the Adjustment Payment Date.

                                   ARTICLE III
                                   -----------

                                 INDEMNIFICATION
                                 ---------------

Section 3.1.     Seller's Indemnification of Purchaser.
- -----------      -------------------------------------

     Seller shall indemnify, defend and hold harmless Purchaser from and
     against any breach by Seller of any representation or warranty contained
     herein and in the Exhibits hereto and all claims, losses, liabilities,
     demands and obligations, including reasonable attorneys' fees and
     expenses, arising out of any actions, suits or proceedings commenced
     or which arise from matters occurring prior to the Effective Time
     (other than proceedings, actions, suits or protests seeking to prevent
     or limit the consummation of the transactions contemplated hereunder),
     relating to operations at the Branch Office; and, except as otherwise
     provided in this Agreement, Seller shall further indemnify, hold harmless
     and defend Purchaser from and against all claims, losses, liabilities,
     demands and obligations, including reasonable attorneys' fees and
     expenses, real estate taxes, intangibles and franchise taxes, sales
     and use taxes, social security and unemployment taxes, all accounts
     payable and operating expenses (including salaries, rents and utility
     charges) incurred by Seller prior to the Effective Time and which are
     claimed or demanded on or after the Effective Time, or which arise out
     of any actions, suits or proceedings commenced on or after the Effective
     Time and which relate to operations at the Branch Office prior to the
     Effective Time.

Section 3.2.     Purchaser's Indemnification of Seller.
- -----------      -------------------------------------

     Purchaser shall indemnify, defend and hold harmless Seller from and
     against any breach by Purchaser of any representation or warranty
     contained herein and in the Exhibits hereto and all claims, losses,
     liabilities, demands and obligations, including reasonable attorneys'
     fees and expenses, real estate taxes, intangibles and franchise taxes,
     sales and use taxes, social security and unemployment taxes, all
     accounts payable and operating expenses (including salaries, rents
     and utility charges), which Seller may (i) incur in connection
     with operations and transactions occurring after the Effective Time
     and (ii) which involve, subsequent to the Effective Time, the Branch
     Office, the assets transferred or the liabilities assumed pursuant to
     this Agreement.

Section 3.3.     Claims for Indemnity.
- -----------      --------------------

    (a)      A claim for indemnity under Sections 3.1 or 3.2 of this
             Agreement may be made by the claiming party at any time
             prior to the first anniversary of the Effective Time by

                                         -17- 

             the giving of written notice thereof to the other party.
             Such written notice shall set forth in reasonable detail
             the basis upon which such claim for indemnity is made.
             In the event that any such claim is made within such prescribed
             12 month period, the indemnity relating to such claim shall
             survive until such claim is finally resolved.  The foregoing
             indemnities shall terminate and be of no further force and effect
             as to any claims not made within such 12 month period.

    (b)      In the event that any person or entity not a party to this
             Agreement shall make or threaten any demand, claim, action,
             suit, protest, or other proceeding or litigation which may
             result in any liability, damage or loss to one party hereto
             of the kind for which such party is entitled to indemnification
             pursuant to Section 3.1 or 3.2 hereof, then, after written
             notice is provided by the indemnified party to the indemnifying
             party of such demand, claim or lawsuit, the indemnifying party
             shall have the option, at its cost and expense, to retain
             counsel for the indemnified party to defend any such demand,
             claim, action, suit, protest, or other proceeding or litigation.
             In the event that the indemnifying party shall fail to respond
             within five days after receipt of such notice of any such
             demand, claim, action, protest, or other proceeding or litigation,
             then the indemnified party shall retain counsel and conduct the
             defense of such demand, claim, action, protest, or other
             proceeding or litigation as it may in its discretion deem
             proper, at the cost and expense of the indemnifying party.
             In effecting the settlement or compromise of any such proceeding,
             an indemnified party shall act in good faith, shall consult
             with the indemnifying party and shall enter into only such
             settlement as the indemnifying party shall approve (the
             indemnifying party's approval will be implied if it
             does not respond within ten days of its receipt of the notice
             of such proposed settlement or compromise).

Section 3.4.     Limitations on Indemnification.
- -----------      ------------------------------

     The parties shall have no obligations under this Article III for any
     consequential liability, damage or loss the indemnified party may suffer.

                               ARTICLE IV
                               ----------

                   REPRESENTATIONS AND WARRANTIES OF SELLER
                   ----------------------------------------

     Seller hereby represents and warrants to Purchaser as follows, which
representations and warranties shall survive the Effective Time for a
period of 12 months:

                                         -18- 

Section 4.1.     Corporate Organization.
- -----------      ----------------------

     Seller is a bank duly organized, validly existing and in good standing
     under the laws of the State of Georgia.  Seller has the corporate
     power and authority to own its properties, to carry on its business as
     currently conducted and to effect the transactions contemplated herein.

Section 4.2.     No Violation.
- -----------      ------------

     The Branch Office has been operated in all material respects in
     accordance with applicable laws, rules and regulations.  Neither
     the execution and delivery of this Agreement, nor the consummation
     of the transactions contemplated herein, will violate or conflict
     with (a) Seller's Articles of Incorporation or Bylaws; (b) any
     material provision of any material agreement or any other material
     restriction of any kind to which Seller is a party or by which
     Seller is bound; (c) any material statute, law, decree, regulation
     or order of any governmental authority, or (d) any material provision
     which will result in a default under, or which cause the acceleration
     of the maturity of, any material obligation or loan to which Seller
     is a party.

Section 4.3.     Corporate Authority.
- -----------      -------------------

     The execution and delivery of this Agreement, and the consummation
     of the transactions contemplated herein, have been duly authorized
     by Seller's Board of Directors or its Policy Committee thereof.
     No further corporate authorization is necessary for Seller to
     consummate the transactions contemplated hereunder.

Section 4.4.     Enforceable Agreement.
- -----------      ---------------------

     This Agreement has been duly authorized, executed and delivered
     by Seller and is the legal, valid and binding agreement of Seller,
     enforceable in accordance with its terms, subject to receivership,
     conservatorship, and insolvency laws and general equitable principles.

Section 4.5.     Personal Property and Loans.
- -----------      ---------------------------

     Seller owns, and will convey to Purchaser at the Closing, all of
     Seller's right, title and interest to all of the Personal Property
     and Loans free and clear of any claims, mortgages, liens, security
     interests, pledges or encumbrances thereon of any kind, except as
     may otherwise be set forth in this Agreement and the Exhibits
     hereto.

Section 4.6.     Real Property.
- -----------      -------------

     Seller makes the following representations and warranties regarding
     the Real Property:

                                        -19- 

    (a)      Seller has no knowledge of any condemnation proceedings pending
             against the Real Property.

    (b)      Seller has not entered into any agreement regarding the Real
             Property, and neither Seller nor the Real Property is subject
             to any claim, demand, suit, unfiled lien, proceeding or
             litigation of any kind, pending or outstanding, or to
             the knowledge of Seller, threatened or likely to be made
             or instituted, which would in any way be binding upon Purchaser
             or its successors or assigns or materially affect or limit
             Purchaser's or its successors' or assigns' use and enjoyment
             of the Real Property or which would materially limit or
             restrict Purchaser's right or ability to enter into this
             Agreement and consummate the sale and purchase contemplated hereby.

    (c)      Seller has or will have at Closing good and marketable fee simple
             title to the Real Property and, at Closing, will own the Real
             Property outright subject to no mortgage, pledge, lien, security
             interest, lease, charge, encumbrance or conditional sales or
             other title retention agreement except for real property taxes
             not yet due and payable, and easements and rights of way of record
             which do not materially interfere with the use of the Real Property
             as a Branch Office.

    (d)      Except as set forth in Schedule 4.6(d) hereto, to Seller's actual
             knowledge, during Seller's ownership of the Branch Office Real
             Property, no "hazardous substances" (as defined in any federal
             or state environmental laws or regulations) have been located
             at, stored or disposed of on such Branch Office property and to
             Seller's actual knowledge, there have been no releases of
             hazardous substances in or on such Branch Office Real Property.
             To Seller's actual knowledge, none of the Branch Office Real
             Property to be sold pursuant to this Agreement contains any
             underground storage tanks.  There is no litigation pending,
             or to Seller's actual knowledge, threatened before any court,
             governmental agency, or authority or other forum in which Seller
             or its Branch Office Real Property has been or, with respect
             to threatened litigation, is reasonably likely to be named as a
             defendant for alleged noncompliance with any environmental law
             with respect to the Branch Office Real Property, except for
             such pending or threatened litigation that is not reasonably
             likely to have, individually or in the aggregate, a material
             adverse effect on such Branch Office Real Property.

    (e)      Purchaser's sole remedy for a breach of the representations
             and warranties in this Section 4.6 shall be to elect not to
             purchase the Real Property of the affected Branch Office as
             provided in Section 1.10.

                                         -20- 

Section 4.7.     Condition of Property.
- -----------      ---------------------

     The Real Property and Personal Property to be purchased by Purchaser
     hereunder are sold AS IS, WHERE IS, with no warranties or
     representations whatsoever, except as may be expressly represented
     or warranted in this Agreement.

Section 4.8.     Proceedings and Information
- -----------      ---------------------------

     Except as specifically disclosed on the attached disclosure schedule,
     there are no proceedings, actions, claims, suits or liabilities with
     respect to Branch Office or any of the assets to be purchased by
     Purchaser hereunder or the liabilities to be assumed by Purchaser
     hereunder with respect to the Branch Office; and there are no Employee
     disputes or labor relations problems with respect to any Branch
     Office Employees.

Section 4.9.     Limitation of Representations and Warranties.
- -----------      ---------------------------------------------

     Except as may be expressly represented or warranted in this Agreement
     by Seller, Seller makes no representations or warranties whatsoever
     with regard to any asset being transferred to Purchaser or any liability
     or obligation being assumed by Purchaser or as to any other matter, or
     transaction.

                               ARTICLE V
                               ---------

                 REPRESENTATIONS AND WARRANTIES OF PURCHASER
                 -------------------------------------------

     Purchaser hereby represents and warrants to Seller as follows, which
     representations and warranties shall survive the Effective Time for
     a period of 12 months:

Section 5.1.     Corporate Organization.
- -----------      ----------------------

     Purchaser is a national banking association, duly organized, validly
     existing and in good standing under the laws of the United States.
     Purchaser has the corporate power and authority to own the properties
     and assets being acquired, to assume the liabilities being transferred
     and to effect the transactions contemplated herein.

                                          -21- 

Section 5.2.     No Violation.
- -----------      ------------

     Neither the execution and delivery of this Agreement, nor the
     consummation of the transactions contemplated herein, will violate
     or conflict with (a) the Articles of Association or Bylaws of Purchaser,
     (b) any material provision of any material agreement or any other
     material restriction of any kind to which Purchaser is a party or
     by which Purchaser is bound, or (c) any material statute, law, decree,
     regulation or order of any governmental or regulatory authority, or
     (d) any material provision which will result in a default under,
     or cause the acceleration of the maturity of, any material obligation
     or loan to which Purchaser is a party.

Section 5.3.     Corporate Authority.
- -----------      -------------------

     The execution and delivery of this Agreement, and the consummation
     of the transactions contemplated herein, have been duly authorized
     by the Board of Directors (or Executive Committee) of Purchaser.
     No further corporate authorization on the part of Purchaser is
     necessary to consummate the transactions contemplated hereunder.

Section 5.4.     Enforceable Agreement.
- -----------      ---------------------
     This Agreement has been duly authorized, executed and delivered by
     Purchaser and is the legal, valid and binding agreement of Purchaser
     enforceable in accordance with its terms.

                               ARTICLE VI
                               ----------

          OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE TIME
          --------------------------------------------------------

Section 6.1.     Full Access.
                 -----------

     Seller shall afford to the officers and authorized representatives
     of Purchaser, upon prior notice and subject to Seller's normal security
     requirements, access to the properties, books and records pertaining to
     the Branch Office in order that Purchaser may have full opportunity to
     make reasonable investigations, at reasonable times, without interfering
     with the normal business and operations of the Branch Office or the
     affairs of Seller relating to the Branch Office.  The officers of Seller
     shall furnish Purchaser with such additional financial and operating
     data and other information as to its business and properties at the Branch
     Office, or where otherwise located, as Purchaser may, from time to time,
     reasonably request and as shall be available, including, without
     limitation, information required for inclusion in all governmental
     applications necessary to effect this transaction.  Nothing in this
     Section 6.1 shall require Seller to breach any obligation of
     confidentiality or to reveal any proprietary information, trade secrets
     or marketing or strategic plans.  Records, including credit information
     and collateral files,

                                         -22- 
     relating to the Loans will be made available for review by Purchaser
     for a period ending 45 days before the anticipated Closing.

Section 6.2     Delivery of Magnetic Media Records.
- -----------     ----------------------------------

     Seller shall prepare at its expense and make available to Purchaser
     at Seller's data processing center magnetic media records in Seller's
     field format not later than 60 days prior to the anticipated Closing Date
     and further shall make available to Purchaser such records updated as of
     the Closing Date, which records shall contain the information related
     to the items described in Subsections 2.2(b)(6) and (b)(7) above.  Such
     updated records shall be made available at such other times before and
     after Closing as agreed to by the parties.

Section 6.3.     Application for Approval to Effect Purchase of Assets and
- -----------      ---------------------------------------------------------
                 Assumptions of Liabilities.
                 --------------------------

     Purchaser shall use its best efforts to prepare and file, as soon as
     practicable and in any event within 30 days from the date hereof,
     all applications required by law with the appropriate regulatory
     authorities for approval to purchase and assume the aforesaid assets
     and liabilities, to establish branches at the locations of the Branch
     Office, and to effect in all other respects the transactions contemplated
     herein.  Purchaser agrees to process such applications diligently and
     on a priority basis and to provide Seller promptly with a copy of such
     applications as filed (except for any confidential portions thereof)
     and all material notices, orders, opinions, correspondence and other
     documents with respect thereto, and to use its best efforts to
     obtain all necessary regulatory approvals.  On the date hereof,
     Purchaser knows of no reason why such applications should not receive
     all such approvals.  Purchaser shall promptly notify Seller upon receipt
     by Purchaser of notification that any application provided for hereunder
     has not been accepted for processing or has been denied.  Seller shall
     provide such assistance and information to Purchaser as shall be
     reasonably requested by Purchaser to comply with the requirements
     or reasonable requests of the applicable regulatory authorities.

Section 6.4.     Conduct of Business; Maintenance of Properties.
- -----------      ----------------------------------------------

     From the date hereof until the Effective Time, Seller covenants
     that it will:

     (a)     Except as expressly provided herein, carry on the business of
             the Branch Office substantially in the same manner as on the
             date hereof, use all reasonable efforts to preserve intact
             its current business organization and preserve its business
             relationships with depositors, customers and others having
             business relationships with it and whose accounts or loans
             will be retained at the Branch Office and not move or transfer
             deposits or Loans (other than those that are to be excluded
             from transfer hereunder) to other offices; PROVIDED, HOWEVER,
             Seller will not, advertise or promote new or substantially

                                         -23- 

             new customer services or products in the market areas of the
             Branch Office, except where it deems it necessary to meet
             competition in the market areas served by the Branch Office;

     (b)     Cooperate with and assist Purchaser in assuring the orderly
             transition of the business of the Branch Office to Purchaser
             from Seller; and

     (c)     Maintain the Real Property and the Personal Property in its
             current condition, ordinary wear and tear excepted.

Section 6.5.     No Solicitation by Seller; etc.
- -----------      -------------------------------

     For a period of 24 months after the Effective Time, Seller will
     not specifically target and solicit customers of the Branch Office
     utilizing any customer or mailing list which consists primarily of
     customers of the Branch Office; provided, however, these restrictions
     shall not restrict general mass mailings, telemarketing calls, statement
     stuffers and other similar communications directed generally to current
     customers of Seller or Seller's affiliates, or to the public or
     newspaper, radio or television advertisements of a general nature
     or otherwise prevent Seller from taking such actions as may be
     required to comply with any applicable federal or state laws,
     rules or regulations.  In addition, these restrictions shall not
     restrict the solicitation of commercial accounts normally established
     and maintained in offices or other branch offices other than the
     Branch Office.  Nothing in this Section 6.5 is intended to or shall
     require Seller to disclose any confidential or nonpublic information
     to Purchaser, and if disclosed, such information shall be held by
     Purchaser strictly confidential.

Section 6.6.     Further Actions.
- -----------      ---------------

     The parties hereto shall execute and deliver such documents and
     instruments and take such other actions as the other party may
     reasonably require in order to carry out the intent of this
     Agreement.  The parties shall cooperate with each other in
     furtherance of this Agreement and the transactions contemplated
     hereunder.

Section 6.7.     Fees and Expenses.
- -----------      -----------------

     Purchaser shall be responsible for the costs of all title examinations
     and opinions, title insurance fees (if the Purchaser, in its sole
     discretion, elects to obtain title insurance), regulatory filings
     and application fees, surveys, its own attorneys' and accountants'
     fees and expenses, recording costs, transfer fees, documentary
     stamps, and other expenses it incurs in connection with its purchase
     of the Branch Office and the transactions contemplated hereby.
     Seller shall be responsible for its own attorneys' and accountants' fees
     and expenses related to this transaction.

                                         -24- 

Section 6.8.     Breaches with Third Parties.
- -----------      ---------------------------

     If the assignment of any material claim, contract, license, lease or
     commitment (or any benefit arising thereunder) without the consent
     of a third party would constitute a breach thereof or materially
     affect the rights of Purchaser or Seller thereunder, then such
     assignment is hereby made subject to such consent or approval
     being obtained.

Section 6.9.     Insurance.
- -----------      ---------

     As of the Effective Time, Seller will discontinue its insurance
     coverage maintained in connection with the Branch Office and
     the activities conducted thereon.  Purchaser shall be responsible
     for all insurance protection for the Branch Office's premises
     and the activities conducted thereon immediately following the
     Effective Time.  Pending the Closing, risk of loss shall be the
     responsibility of Seller.

Section 6.10.     Public Announcements.
- ------------      --------------------

     Seller and Purchaser agree that, from the date hereof, neither
     shall make any public announcement or public comment regarding
     this Agreement or the transactions contemplated herein without
     first consulting with the other party hereto and reaching an
     agreement upon the substance and timing of such announcement
     or comment.  Purchaser acknowledges and agrees that that the
     transactions contemplated hereby will require public disclosure
     in connection with any statutory notices required under the National
     Bank Act or the Bank Merger Act and the Financial Institutions
     Code of Georgia (the "Code"), and that Purchaser will properly disclose
     this Agreement and the transactions contemplated herein in various
     filings with, and reports to, the Securities and Exchange Commission
     consistent with applicable securities laws, rules and regulations.
     Seller shall have the obligation to prepare or supply audited
     financial statements, if any, required with respect to
     the assets and liabilities to be sold to Purchaser hereunder, and
     Purchaser has the sole responsibility for complying with, and shall
     comply with all securities laws, rules and regulations applicable to it
     with respect to the transactions contemplated hereunder.  Further,
     Seller and Purchaser acknowledge the sensitivity of this transaction to
     the Employees of the Branch Office, and except as required of Purchaser to
     meet its obligations under applicable securities laws, rules and
     regulations, no announcements to or communications with the public
     or these Employees shall be made without the prior approval of the
     Seller and Purchaser.

Section 6.11.     Tax Reporting.
- ------------      -------------

     Seller shall comply with all tax reporting obligations in connection
     with transferred assets and liabilities on or before the Effective
     Time, and Purchaser shall comply with all tax and other reporting
     obligations with respect to the holding of transferred assets and

                                         -25- 

     liabilities after the Effective Time.  The Purchaser does not intend
     to and shall not hereby assume any liability for any failure by the
     Seller to meet such obligations hereunder.

                               ARTICLE VII
                               -----------

                    CONDITIONS TO PURCHASER'S OBLIGATIONS
                    -------------------------------------

     The obligation of Purchaser to complete the transactions contemplated
in this Agreement are conditioned upon fulfillment, on or before the Effective
Time, of each of the following conditions:

Section 7.1.     Representations and Warranties True.
- -----------      -----------------------------------

     The representations and warranties made by Seller in this Agreement
     shall be true in all material respects on and as of the Effective
     Time as though such representations and warranties were made at and
     as of such time, except for any changes permitted by the terms
     hereof or consented to by Purchaser.

Section 7.2.     Obligations Performed.
- -----------      ---------------------

     Seller shall (a) deliver or make available to Purchaser those items
     required by Section 2.2 hereof and (b) perform and comply in all
     material respects with all obligations and agreements required by
     this Agreement to be performed or complied with by it prior to
     or on the Effective Time.

Section 7.3.     No Adverse Proceedings.
- -----------      ----------------------

     On the Effective Time, no actions, suits or proceedings shall be
     pending or threatened against Seller which is reasonably likely to
     materially and adversely affect the business, properties and assets
     of the Branch Office.

Section 7.4.     Regulatory Approval.
- -----------      -------------------

     Purchaser shall have received all necessary regulatory approvals
     of the transactions contemplated in this Agreement, all notice and
     waiting periods required by law to pass shall have passed, no judicial,
     regulatory or other governmental orders or actions enjoining,
     restraining, prohibiting or invalidating such transactions shall have
     been issued and remain in effect or unstayed.

                                         -26- 

                             ARTICLE VIII
                             ------------

                   CONDITIONS TO SELLER'S OBLIGATIONS
                   ----------------------------------

     The obligation of Seller to complete the transactions contemplated
in this Agreement are conditioned upon fulfillment, on or before the
Effective Time, of each of the following conditions:

Section 8.1.     Representations and Warranties True.
- -----------      -----------------------------------

     The representations and warranties made by Purchaser in this
     Agreement shall be true in all material respects at and as
     of the Effective Time as though such representations and
     warranties were made at and as of such time, except for
     any changes permitted by the terms hereof or consented to
     by Seller.

Section 8.2.     Obligations Performed.
- -----------      ---------------------

     Purchaser shall (a) deliver to Seller those item required by
     Section 2.2 hereof and (b) perform and comply in all material respects
     with all obligations and agreements required by this Agreement to be
     performed or complied with by it prior to or on the Effective Time.

Section 8.3.     No Adverse Proceedings.
- -----------      ----------------------

     As of the Effective Time, no actions, suits or other proceedings shall
     be pending or threatened against Purchaser or Seller which might
     materially and adversely affect the transactions contemplated
     herein.

Section 8.4.     Regulatory Approval.
- -----------      -------------------

     Purchaser shall have received from the appropriate regulatory
     authorities all regulatory approvals required by law to purchase
     and assume the assets and liabilities, to establish a branch at the
     location of the Branch Office, and to effect in all other respects
     the transactions contemplated herein, all waiting periods required
     by law to pass shall have passed, no actions, suits, protests or
     other proceedings to enjoin, restrain, prohibit or invalidate such
     transactions shall have been instituted or threatened, and all
     conditions of any regulatory approval shall have been met.  Such
     approvals shall not have imposed any condition which is materially
     disadvantageous or burdensome to Seller, would impose any additional
     costs to Seller, or would delay the transactions contemplated
     herein.

Section 8.5.     Consummation of Merger.
- -----------      ----------------------

     The merger of Bank South Corporation and NationsBank Corporation
     shall have been completed.

                                         -27- 

                                    ARTICLE IX
                                    ----------

                                    TERMINATION
                                    -----------

Section 9.l.     Methods of Termination.
- -----------      ----------------------

     This Agreement may be terminated in any of the following ways:

     (a)     by either Purchaser or Seller, in writing 5 days in advance
             of such termination, if the Closing has not occurred by 
             June 30, 1996;

     (b)     at any time on or prior to the Effective Time by the
             mutual consent in writing of Purchaser and Seller;

     (c)     by Purchaser in writing if the conditions set forth
             in Article VII of this Agreement shall not have been met
             by Seller or waived in writing by Purchaser within 15 days
             following the date of all approvals by regulatory agencies
             and after all statutory waiting periods have expired, and
             in no event later than June 30, 1996;

     (d)     by Seller in writing if the conditions set forth in Article
             VIII of this Agreement shall not have been met by Purchaser
             or waived in writing by Seller within 15 days following the
             date of all approvals by regulatory agencies and after all
             statutory waiting periods have expired, and in no event
             later than June 30, 1996;

     (e)     any time on or prior to the Effective Time, by Purchaser or
             Seller in writing if the other shall have been in breach of
             any representation and warranty in any material respect
             (as if such representation and warranty had been made on and
             as of the date hereof and on the date of the notice of breach
             referred to below), or in breach of any covenant, undertaking or
             obligation contained herein, and such breach has not been cured
             by the earlier of 30 days after the giving of notice to the
             breaching party of such breach or the Effective Time;
             provided, however, that there shall be no cure period in
             connection with any breach of Section 6.3 hereof, so long
             as any breach by Purchaser was not caused by any action or
             inaction of Seller, and Seller may terminate this Agreement
             immediately if regulatory applications are not filed within
             30 days after the date of this Agreement as provided in that
             Section;

    (f)      by Seller in writing at any time after any applicable regulatory
             authority has denied by final action any application of Purchaser
             for approval of the transactions contemplated herein, or in the
             event of any action, suit, protest or proceeding that seeks
             to delay, limit or prohibit the transactions contemplated herein.

                                         -28- 

Section 9.2.     Procedure Upon Termination.
- -----------      --------------------------

     In the event of termination pursuant to Section 9.1 hereof, and except as
     otherwise stated therein, written notice thereof shall be given to the
     other party, and this Agreement shall terminate immediately upon receipt
     of such notice unless an extension is consented to by the party having the
     right to terminate.

     If this Agreement is terminated as provided herein,

     (a)     each party will return all documents, work papers and other
             materials of the other party, including photocopies or other
             duplications thereof, relating to this transaction, whether
             obtained before or after theexecution hereof, to the party
             furnishing the same; and

     (b)     all information received by either party hereto with respect
             to the business of the other party (other than information
             which is a matter of public knowledge or which has heretofore
             been published in any publication for public distribution or
             filed as public information with any governmental authority)
             shall not at any time be used for any business purpose by
             such party or disclosed by such party to third persons.

Section 9.3.     Payment of Expenses.
- -----------      -------------------

     Should the transactions contemplated herein not be consummated because
     of a party's breach of this Agreement, and the other party is not in
     breach hereunder, in addition to such damages as may be recoverable
     in law or equity, the other party shall be entitled to recover from
     the breaching party upon demand, itemization and documentation, its
     reasonable outside legal, accounting, consulting and other out-of-pocket
     expenses, not to exceed $50,000.

                                ARTICLE X
                                ---------

                            OTHER AGREEMENTS
                            ----------------

Section 10.1.    Assumption of East Congress Street Lease.
- ------------     ----------------------------------------

     (a)     Purchaser shall assume from Seller and Seller shall assign to
             Purchaser, upon the terms and conditions of a written Assumption
             Agreement (the "Assignment") mutually acceptable to Purchaser
             and Seller, all of Seller's rights, interests and obligations
             under that certain Office Lease dated July 22, 1987, by and
             between Liberty-Kuester Limited Partnership III ("Landlord")
             and Seller (the "Lease") providing for the lease by Seller from
             Landlord of the Bank South Center located at 7 East Congress
             Street, Savannah, Georgia 31401 (the "East Congress Street
             Office").  Such Assignment shall be subject to the terms and

                                         -29-

             conditions of the Lease, a true and correct copy of which has
             been delivered to Purchaser, and shall further be subject to
             receipt of the Landlord's prior written consent as required by
             Section 11.2 of the Lease, together with an Estoppel Certificate
             from the Landlord reasonably acceptable to Seller and Purchaser.
             The Assignment of the Lease shall be subject to, and
             effective upon the terms and conditions of the Assignment, 10
             business days after Bank South vacates the East Congress Street
             Office following consummation of the merger of Seller and
             NationsBank of Georgia, N.A.  The provisions of this Section 10.1
             shall have a term of 12 months from the date of the Agreement
             and shall be subject to an inspection of the Premises by Purchaser
             within 45 days of the date of this Agreement upon the terms and
             conditions provided for inspection of the Branch Office Real
             Property provided in Section 1.10(d) above.  If Purchaser
             reasonably determines that the East Congress Street Office is
             subject to any environmental or structural condition that
             materially and adversely affects the use of such property for
             use as a banking facility, Purchaser shall notify Seller of such
             conditions, and if such conditions are not cured or curable by
             Landlord or Seller prior to Seller vacating such premises or
             if Seller shall notify Purchaser that it will not make any
             changes reasonably necessary to cure any actual structural
             or environmental defect, Purchaser may, upon prompt written
             notice to Seller, terminate the Assignment, but otherwise shall
             be obligated to take the Assignment and lease the East Congress
             Street Office "as is".

     (b)     None of Seller's deposits or other liabilities, loans or other
             assets (except as provided in paragraph (c) immediately below)
             at the East Congress Street Office shall be sold, assigned
             or delivered to or assumed by Purchaser as a result of this
             Agreement or the Assignment of the Lease, and Purchaser shall
             not use the proposed Assignment in any manner to market its
             services to or seek the business of, any of Seller's customers
             banking at the East Congress Street Office prior to taking
             possession of such Office pursuant to the Assignment, provided
             nothing in this paragraph shall restrict the Purchaser after
             completion of the Assignment from identifying the East Congress
             Street Office as an office of Purchaser or advertising the
             availability of its services at such location, provided further,
             in no event shall Purchaser use Seller's names, logos, tradenames
             or servicemarks in any such identification advertising or
             promotion.

     (c)     In addition, Seller shall deliver a Bill of Sale (substantially in
             the form of Exhibit 2.2(b)(2) hereof), transferring, for cash paid
             by the Seller, free and clear of all liens and encumbrances, those
             leasehold improvements, fixtures and trade fixtures of the East
             Congress Street Office set forth on Schedule A to the Assignment
             (excluding any such assets designated by Purchaser and/or Seller
             in their respective discretion) at their Net Book Value, or

                                         -30- 

             current fair market value in the case of any art or decorative
             works.  Such transfers shall will be made "AS IS" and without
             any representation or warranty (including, without limitation,
             fitness for any purpose) by Seller, and without any recourse
             to Seller.

     (c)     Nothing contained in this Section 10.1 shall affect or limit 
             the other rights and obligations of the parties hereto, it
             being understood and agreed that the transactions contemplated
             in this Section 10.1 are separate and distinct from the other
             transactions contemplated by this Agreement.

                                   ARTICLE XI
                                   ----------

                            MISCELLANEOUS PROVISIONS
                            ------------------------

Section 11.1.    Amendment and Modification.
- ------------     --------------------------

     The parties hereto, by mutual consent of their duly authorized officers,
     may amend, modify and supplement this Agreement in such manner as may
     be agreed upon by them in writing.

Section 11.2.    Waiver or Extension.
- ------------     -------------------

     Except with respect to required approvals of the applicable governmental
     authorities, either party, by written instrument signed by a duly
     authorized officer, may extend the time for the performance of
     any of the obligations or other acts of the other party and may waive
     (a) any inaccuracies in the representations and warranties contained
     herein or in any document delivered pursuant hereto or (b) compliance
     with any of the undertakings, obligations, covenants or other acts
     contained herein.

Section 11.3.    Assignment.
- ------------     ----------

     This Agreement and all of the provisions hereof shall be binding upon,
     and shall inure to the benefit of, the parties hereto and their
     permitted assigns, but neither this Agreement nor any of the rights,
     interests or obligations hereunder shall be assigned by either of the
     parties hereto without the prior written consent of the other.

Section 11.4.    Confidentiality.
- ------------     ---------------
 
    Seller and Purchaser covenant and agree that all information received
    by either of them with respect to the business of the other is subject
    to a Confidentiality Agreement, and shall not at any time be used
    for any business purpose or disclosed by such party to third persons.
    This covenant and the Confidentiality Agreement previously executed by

                                         -31- 

     Purchaser shall survive in full force and effect the consummation of
     the transactions contemplated herein or the earlier termination of
     this Agreement.

Section 11.5.    Addresses for Notices, Etc.
- ------------     --------------------------

     All notices, requests, demands, consents and other communications
     provided for hereunder and under the related documents shall be
     in writing and mailed (by registered or certified mail, return receipt
     requested), telegraphed, telexed, telecopied or personally delivered
     (with receipt thereof acknowledged) to the applicable party at the
     address indicated below:

     If to Seller:            Kathy Lamb
                              Bank South
                              55 Marietta Street
                              Atlanta, Georgia  30303
                              Facsimile (404) 529-4127

    with a copy to:           Ralph F. MacDonald, III
                              Alston & Bird
                              One Atlantic Center
                              1201 West Peachtree Street
                              Atlanta, Georgia  30303
                              Facsimile (404) 881-7777

   If to Purchaser:           Mr. J. Thomas Wiley, Jr.
                              President and Chief Executive Officer
                              AmeriBank, N.A.
                              P.O. Box 15417
                              Savannah, Georgia 31416-2117
                              Facsimile (912) 921-7144

  with a copy to:             Richard R. Cheatham
                              Kilpatrick & Cody
                              1100 Peachtree Street, Suite 2800
                              Atlanta, Georgia  30309
                              Facsimile (404) 815-6555

     or, as to each party, at such other address as shall be designated by
     such party in a written notice to the other party complying as to
     delivery with the terms of this Section 11.5.

                                         -32- 

Section 11.6.    Counterparts.
- ------------     ------------

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

Section 11.7.    Headings.
- ------------     --------

     The headings of the Sections and Articles of this Agreement
     are inserted for convenience only and shall not constitute a part thereof.

Section 11.8.    Governing Law; Binding Effect.
- ------------     -----------------------------

     This Agreement shall be governed by, and construed in accordance with,
     the laws of the State of Georgia.  This Agreement shall bind and inure
     to the benefit of the parties and their respective successors and assigns,
     provided that Purchaser may not assign its rights or delegate its duties
     hereunder without the prior written consent of Seller.

Section 11.9.    Expenses.
- ------------     --------

     Except as otherwise specifically provided in this Agreement, all legal,
     accounting and other costs and expenses incurred in connection with
     the execution, delivery and performance of this Agreement and of
     the transactions contemplated hereby shall be borne and paid by
     the party incurring such costs and expenses, and neither party
     shall be obligated for any cost or expense incurred by the other
     party.

Section 11.10.   Time is of the Essence.
- -------------    ----------------------

     The parties hereto acknowledge that time is of the essence with
     respect to the performance of this Agreement, and the consummation
     of the transactions contemplated herein.

Section 11.11.   Cover, Index and Headings, Etc.
- -------------    -------------------------------

     The cover, index and headings contained in this Agreement are for
     convenience and reference only and shall not effect the meaning
     or interpretation thereof.  The use of the singular in this Agreement
     shall be deemed to be or include the plural (and vice-versa), as
     appropriate.  Wherever the words "include," "including" or any
     derivations thereof are used, each shall mean including without
     limitation by reason of any enumeration.

                                         -33- 

Section 11.12.   Broker, Finder, and Investment Banker Fees.
- -------------    ------------------------------------------

     Purchaser and Seller each represent to each other that no broker,
     finder, investment banker, or similar person has been employed
     by or has acted for and in connection with this Agreement of the
     transactions contemplated hereby, except as provided in this paragraph.
     Each party agrees to indemnify and hold harmless and defend the other
     against all losses, costs, damages and expenses arising out of any
     claims or proceedings from fees or commissions of brokers, finders,
     investment bankers or similar persons who claim to have been employed
     or engaged by such party or entitled to compensation as a result
     of the transactions contemplated herein.

Section 11.13.   Severability.
- -------------    ------------

     If any provision of this Agreement is invalid or unenforceable, the
     balance of this Agreement shall remain in effect.

Section 11.14.   No Third Party Beneficiaries.
- -------------    ----------------------------

     Nothing in this Agreement, express or implied including Section 1.6,
     is intended to or shall be construed to confer upon or give to any
     person not a party hereto any rights or remedies hereunder, whether
     as a third party beneficiary or otherwise.

Section 11.15.   Entire Agreement.
- -------------    -----------------

     This Agreement and the exhibits and attachments hereto represent
     the sole agreement between the parties hereto respecting the
     matters addressed herein, and all prior or contemporaneous written or
     oral proposals, agreements in principle, representations, warranties
     and understandings between the parties are superseded hereby and
     merged herein.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized officers as of the date first
written above.

                               BANK SOUTH

                               By:________________________________
                                  Name:___________________________
                                  Title:__________________________

                                         -35- 

                                AMERIBANK, N.A.

                                By: /s/ J. Thomas Wiley, Jr., President
                                   J. Thomas Wiley, Jr., President

                                                  -35- 

                                 Exhibit 1.1(b)

                                EXCLUDED ASSETS

Following is a preliminary schedule of the type of assets Bank South
anticipates as Excluded Assets.  Additional assets may be added.

1.  All 4700 controller equipment at the Branch Office.

2.  All computers, computer printers and computer software at the Branch
    Office.

3.  The telephone equipment at the Branch Office does not constitute
    Real Property, Personal Property or Leased Equipment, as defined
    in Section 1.1(a) of the Agreement, and therefore is not included
    in the list of assets to be transferred to Purchaser under the
    express terms of the Agreement; however, Seller will sell the
    telephone equipment to Purchaser at its net book value.

4.  Other Excluded Assets may be listed on this schedule

                                  Exhibit 1.6(c)

                                SEVERANCE BENEFITS

Attached is a description of the severance benefits to be paid by
Purchaser to employees at the Branch Office who are terminated without
cause during the 12 month period following the Effective Time.

                                 Exhibit 2.2(b)(2)

                               FORM OF BILL OF SALE

                                   FORM OF
                                BILL OF SALE
                                ------------

          In accordance with Section 2.2(b)(2) the Branch Purchase
and Assumption Agreement (the "Purchase Agreement"), dated as of
October 18, 1995, by and between BANK SOUTH ("Bank South"), a state
member bank organized and existing under the laws of the State of
Georgia, and AmeriBank, N.A. ("Purchaser"), a bank organized and
existing under the laws of the United States, and in consideration
of the transactions contemplated thereby, Bank South has executed
and delivered this Bill of Sale to Purchaser.  Unless otherwise
defined herein, all capitalized terms used in this Bill of Sale
shall have the meanings attributed to them in the Purchase Agreement.

          (1)     Bank South does hereby sell, transfer, assign, convey
and grant to Purchaser, all of Bank South's right, title and interest
in and to all of the following assets (collectively, the "Acquired
Assets"):

          (i)     All furniture, fixtures, furnishings, leasehold
     improvements, office supplies, equipment and other personal
     property owned or leased by Bank South and located in or upon
     the Branch Office as of the date hereof acquired by Purchaser
     (excluding such items excluded pursuant to such Section 1.1(b))
     and as further described on Appendix A attached hereto;

          (ii)    All loans secured by Deposit Liabilities ("Account Loans")
     at the Branch Office and acquired by Purchaser pursuant to Section
     1.3(a) of the Purchase Agreement, including, without limitation,
     the Account Loans described on Appendix B attached hereto, together
     with any or all collateral securing such Account Loans;

          (iii)  Such overdrafts related to Deposit Liabilities ("Overdraft
     Loans") domiciled at the Branch Office not excluded by the Purchase
     Agreement and to be acquired by Purchaser as described on Appendix C
     attached hereto;

          (iv)   Such other Loans (as defined in the Purchase Agreement)
     domiciled at the Branch Office, as described on Appendix D attached
     hereto;

          (v)     All Cash Assets (as defined in the Purchase Agreement)
     domiciled at the Branch Office;

          (vi)    All Records (as defined in the Purchase Agreement) relating
     to the business and operations of the Branch Office.

          (2)     Bank South hereby represents and warrants that, except as
indicated on Schedule A hereto, it has good and marketable title to
the Acquired Assets free and clear of all Liens.

          (3)     Bank South covenants and agrees to warrant and defend the
sale, transfer, assignment, conveyance and grant of the Acquired Assets
hereby made against all persons whomsoever to the full extent of its
representations, warranties, covenants and agreements contained in the
Purchase Agreement.

          (4)     Bank South does hereby covenant and agree to take all
steps necessary to establish the record of Purchaser's title to and
possession of the Acquired Assets sold, transferred, assigned, conveyed
and granted by Bank South pursuant to this Bill of Sale.  The terms of
the Purchase Agreement, including but not limited to, Bank South's
representations and warranties concerning the Acquired Assets being
transferred pursuant to this Bill of Sale and the obligations of Bank
South under Section 8.1 of the Agreement, are incorporated herein
by reference.

          (5)     Bank South hereby irrevocably constitutes and appoints
Purchaser, its successors and assigns, the true and lawful attorneys
of Bank South, with full power of substitution, in the name of Bank
South or otherwise, and on behalf of and for the benefit of Purchaser,
its successors and assigns: (a) to demand and receive from time to
time any and all of the Acquired Assets, whether tangible or intangible,
hereby conveyed, transferred and delivered or intended to be so; (b) to
give receipts, releases and acquittances for or in respect of the same
or any part thereof; (c) from time to time to institute and prosecute in
the name of Bank South or otherwise, but for the benefit of Purchaser, any
and all proceedings at law, in equity or otherwise, which Purchaser, its
successors or assigns may deem proper to assert with respect to, or enforce,
any claim, title or right hereby transferred and assigned or intended so
to be; (d) subject to the conditions and limitations contained in the
Purchase Agreement, to defend and compromise any and all actions, suits
or proceedings in respect of any of the Acquired Assets hereby assigned or
transferred or intended so to be that Purchaser, its successors and
assigns shall deem desirable; and (e) from time to time to endorse and
deposit in the name of Bank South, or otherwise, but for the benefit of
Purchaser, any and all checks, drafts or other instruments of payment
received by Purchaser on and after the date hereof, with respect to
the Acquired Assets assigned and transferred, or intended so to be.
Bank South hereby declares that the appointment made and the powers
hereby granted with respect to the Acquired Assets are coupled with
an interest and are and shall be perpetual and irrevocable and
shall not be terminated by any act of Bank South or by the occurrence
of any other event or for any other reason.

                                         -2-

          IN WITNESS WHEREOF, Bank South has executed this Bill of Sale
as of the ____ day of________, 1996.

                                         BANK SOUTH

                                         By:_________________________________
                                            Name:
                                            Title:

ATTEST:

By:___________________________
Name:
Title:

[BANK SEAL]

Signed, sealed and delivered on 
the ____ day of ________, 1996,
in the presence of:

_____________________________________
Notary Public
My Commission Expires: ______________

[NOTARY SEAL]

                                                     -3-

                                 Exhibit 2.2(b)(3)

                             Form of Assumption Agreement

                                 ASSUMPTION AGREEMENT

          In accordance with Section 2.2(b)(3) of the Branch Purchase and
Assumption Agreement (the "Purchase Agreement"), dated as of October 18,
1995, by and between BANK SOUTH ("Bank South"), a state member bank organized
and existing under the laws of the State of Georgia, and AmeriBank, N.A.
("Purchaser"), a bank organized and existing under the laws of the
United States, and in consideration of the transactions contemplated
thereby, Purchaser has executed and delivered this Assumption Agreement
(this "Agreement") to Bank South.  Unless otherwise defined herein, all
capitalized terms used in this Agreement shall have the meanings attributed
to them in the Purchase Agreement.

          Purchaser hereby assumes and agrees to pay the Liability and/or
perform the obligations of Bank South with respect to:

          (a)     All Liability arising from and after the date hereof
     under any lease Contract covering any Branch Office as further
     described on Appendix A attached hereto;

          (b)     All Liability arising from and after the date hereof 
     under any equipment or other leases, together with any maintenance
     agreements, pertaining to all items of Personal Property that are
     acquired by Purchaser pursuant to subparagraph (a) of Section 1.1 of
     the Purchase Agreement as further described on Appendix B attached hereto;

          (c)     All Liability arising from and after the date hereof under
     any Loans domiciled at the Branch Office and acquired by Purchaser
     pursuant to Section 1.4 of the Purchase Agreement, including, without
     limitation, the Loans described on Appendix C to the Bill of Sale of
     Bank South dated of even date herewith;

          (d)    All Liability arising from and after the date hereof to
     provide such services as are being provided to customers at the Branch
     Office by Bank South as of the date of the Purchase Agreement which
     are incidental to the Deposits domiciled at the Branch Office (including,
     but not limited to, safe deposit box services and note collections
     for customers);

          (e)   All obligations of Bank South arising from and after the
     date hereof under those service agreements pertaining to the Branch
     Office described in Appendix C attached hereto; and

          (f)   All Deposits, excluding uninsured notes, Escheatable
     Accounts, Repurchase Agreements, excluded Brokered Accounts
     designated by Purchaser, and excluded Keogh Accounts.

          Notwithstanding any provision to the contrary, Purchaser
does not hereby assume and shall have no Liability for any Liabilities
of Bank South of whatsoever kind or nature other than as specifically
set forth herein or in the Purchase Agreement.  Bank South shall retain
and promptly discharge all such other Liabilities, and shall promptly
reimburse Purchaser upon demand for, any and all claims and losses relating
to such other Liabilities.

          This Assumption Agreement shall not create in any third parties
(including, without limitation, account holders) (i) any rights or remedies
against Purchaser which such parties did not have against Bank South prior
to the execution and delivery of this Assumption Agreement with respect to the
Liabilities specifically assumed herein or (ii) any claims against Purchaser
with respect to the Deposits other than for payment of principal and accrued
interest as of the date hereof, and interest hereafter accrued in accordance
with the terms of such accounts and agreements.

          IN WITNESS WHEREOF, Purchaser has caused this Assumption Agreement
to be signed, sealed and delivered by its duly authorized officers as of
the ____ day of _______________, 1996.

                                     AMERIBANK, N.A.

ATTEST:                              By:____________________________
                                        J. Thomas Wiley, Jr.
                                        President
________________________
Secretary

[BANK SEAL]

Acknowledged and agreed to
this ____ day of _______, 1996:

BANK SOUTH

By:_____________________________
Name:
Title:

                                         -2-

                                  Exhibit 2.2(b)(14)

                                Form of Closing Statement

                                 CLOSING STATEMENT (1)
                                 -----------------
                                                                                   
Deposits (including unpaid accrued interest),
   net of uninsured notes, Escheatable
   Accounts, Repurchase Agreements, Excluded
   Brokered Accounts, and Excluded Keogh Accounts . . . . . . . . . . .               $____________

Miscellaneous Liabilities . . . . . . . . . . . . . . . . . . . . . . .                ____________
Pro rata portion of real estate taxes . . . . . . . . . . . . . . . . .                ____________
Other pro rated items . . . . . . . . . . . . . . . . . . . . . . . . .                ____________
Real and Personal Property  . . . . . . . . . . . . . . . . . . . . . .               (____________)
Account Loans, Overdraft Loans, Other Loans, and unpaid
   accrued interest thereon . . . . . . . . . . . . . . . . . . . . . .               (____________)
Cash Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (____________)
Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               (____________)

     Cash consideration paid on Closing Date (2)  . . . . . . . . . . .               $____________
Agreed to as of the ____ day of ___________, 1996: BANK SOUTH By:___________________________________ Name: Title: AMERIBANK, N.A. By:___________________________________ J. Thomas Wiley, Jr. President - ---------------------------- (1) Delivered pursuant to Section 2.2(b)(14) of the Branch Purchase Agreement, dated as of October 18, 1995 (the "Agreement"), between Bank South ("Bank South") and AmeriBank, N.A. ("Purchaser"), based upon figures calculated as of the close of business on __________, 1996. The parties agree that, pursuant to Section 2.3 of the Agreement, the parties will make the necessary adjustments to the amounts set forth herein in order to accurately reflect the appropriate balances as of the Closing Date. (2) To be paid as provided in the Agreement.

Basic Info X:

Name: BRANCH PURCHASE AND ASSUMPTION AGREEMENT
Type: Assumption Agreement
Date: Dec. 15, 1995
Company: BANK CORP OF GEORGIA
State: Georgia

Other info:

Date:

  • 18th day of October , 1995
  • February 28 , 1996
  • March 29 , 1996
  • June 30 , 1996
  • July 22 , 1987
  • October 18 , 1995

Organization:

  • Effect Purchase of Assets and Assumption of Liabilities
  • The Board of Directors of Purchaser
  • Board of Directors of Seller
  • E. Victory Drive
  • Automated Clearing House
  • Visa Merchant Agreements
  • United States Environmental Protection Agency
  • Pre-Closing Balance Sheet
  • Post-Closing Balance Sheet
  • Federal Funds Rate
  • Indemnification of Seller
  • The Branch Office
  • Seller 's Board of Directors
  • Policy Committee thereof
  • Branch Office Employees
  • the Articles of Association
  • Board of Directors or Executive Committee of Purchaser
  • Delivery of Magnetic Media Records
  • Approval to Effect Purchase of Assets
  • Business ; Maintenance of Properties
  • Financial Institutions Code of Georgia
  • Securities and Exchange Commission
  • Bank South Corporation
  • East Congress Street Lease
  • Bank South Center
  • 7 East Congress Street
  • Branch Office Real Property
  • East Congress Street Office
  • Kathy Lamb Bank South 55 Marietta Street Atlanta
  • III Alston & Bird One Atlantic Center
  • Richard R. Cheatham Kilpatrick & Cody 1100 Peachtree Street
  • the State of Georgia
  • Third Party Beneficiaries
  • Branch Office ; vi All Records
  • Notary Public My Commission Expires
  • Bill of Sale of Bank South
  • Branch Office by Bank South
  • Liabilities of Bank South
  • Branch Purchase Agreement

Location:

  • U.S.
  • Savannah
  • Atlanta
  • Georgia
  • United States

Money:

  • $ 100,000
  • $ 50,000

Person:

  • Ralph F. MacDonald
  • s J. Thomas Wiley

Time:

  • 10:00 A.M. local time
  • 2:00 p.m. local time

Percent:

  • 1.3 %