EAGLE BANCSHARES INC, S-4, 1996-10-23

EAGLE BANCSHARES INC
S-4, 1996-10-23
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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<PAGE> 1

As filed with the Securities and Exchange Commission on October 23, 1996
Registration No. 33-__________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------------

EAGLE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

GEORGIA 6712 58-1640222
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code Number) Identification Number)

4305 LYNBURN DRIVE
TUCKER, GEORGIA 30084-4441
(770) 908-6690
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

-----------------

C. JERE SECHLER, JR., CHAIRMAN
EAGLE BANCSHARES, INC.
4305 LYNBURN DRIVE
TUCKER, GEORGIA 30084-4441
(770) 908-6690
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copies to:

William L. Floyd Walter G. Moeling, IV
David M. Calhoun Katherine M. Koops
Long, Aldridge & Norman, LLP Powell, Goldstein, Frazer & Murphy
5300 One Peachtree Center 16th Floor
303 Peachtree Street 191 Peachtree Street, N.E
Atlanta, Georgia 30308 Atlanta, Georgia 30303-1764
(404) 527-4000 (404) 572-6600

-----------------
Approximate date of commencement of proposed sale to the public: The
exchange of Common Stock of Southern Crescent Financial Corp for Common Stock
of the Registrant will take place upon consummation of the merger of Southern
Crescent Financial Corp and the Registrant. The merger is expected to become
effective upon filing of Articles or a Certificate of Merger with the Secretary
of State of the State of Georgia following approval of the transaction by the
stockholders of Southern Crescent Financial Corp and the Registrant and the
satisfaction of certain other conditions.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

-----------------

<PAGE> 2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to be Amount to Offering Aggregate Registration
Registered be Registered Price Per Share* Offering Price* Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par
value per share
(including rights to
purchase shares of
Common Stock) 1,108,889 Shares $8.38 $9,298,000 $3,207
=================================================================================================================================
</TABLE>

* Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(f), based on the book value as of June 30, 1996,
of the securities of Southern Crescent Financial Corp to be received
by the Registrant in the merger.

____________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE> 3

EAGLE BANCSHARES, INC.

____________________

CROSS REFERENCE SHEET

Pursuant to Item 501(b) of Regulation S-K

<TABLE>
<CAPTION>
LOCATION IN JOINT PROXY STATEMENT/
FORM S-4 ITEM NUMBER AND CAPTION PROSPECTUS
- -------------------------------- ----------------------------------
<S> <C> <C>
1. Forepart of Registration Statement Front Cover Page of Joint Proxy Statement/
and Outside Front Cover Page of Prospectus
Prospectus

2. Inside Front and Outside Back Available Information;
Cover Pages of Prospectus Incorporation of Certain
Information by Reference; Table of
Contents

3. Risk Factors, Ratio of Earnings Front Cover Page of Joint Proxy Statement/
to Fixed Charges and Other Information Prospectus; Summary

4. Terms of the Transaction Front Cover Page of Joint Proxy
Statement/Prospectus; Summary; The Mergers; Comparison of Stockholder
Rights

5. Pro Forma Financial Information Summary; Pro Forma Combined Condensed
Financial Data

6. Material Contacts with the Company The Mergers
Being Acquired

7. Additional Information Required *
for Reoffering by Persons and
Parties Deemed to be Underwriters

8. Interests of Named Experts and *
Counsel

9. Disclosure of Commission Position *
on Indemnification for Securities
Act Liabilities

10. Information with Respect to *
S-3 Registrants

11. Incorporation of Certain Information *
by Reference
</TABLE>

_______________
* Not applicable

i
<PAGE> 4

<TABLE>
<CAPTION>
LOCATION IN JOINT PROXY STATEMENT/
FORM S-4 ITEM NUMBER AND CAPTION PROSPECTUS
- --------------------------------- ----------------------------------
<S> <C> <C>
12. Information with Respect to S-2 or Business Information Concerning
S-3 Registrants Eagle; Incorporation of
Certain Information by Reference

13. Incorporation of Certain Information Incorporation of Certain Information by
by Reference Reference

14. Information with Respect to *
Registrants Other Than S-2 or S-3
Registrants

15. Information with Respect to S-3 *
Companies

16. Information with Respect to S-2 or Incorporation of Certain Information
S-3 Companies by Reference; Summary; Business
Information Concerning SCFC

17. Information with Respect to *
Companies Other Than S-2 or S-3
Companies

18. Information if Proxies, Consents Front Cover Page of Joint Proxy Statement/
or Authorizations Are to Be Prospectus; Incorporation of Certain
Solicited Information by Reference; Summary; The
Special Meetings; The Mergers; Ownership of
SCFC Stock

19. Information if Proxies, Consents *
or Authorizations Are Not to Be
Solicited or in an Exchange Offer
</TABLE>

_______________
* Not applicable

ii
<PAGE> 5

SOUTHERN CRESCENT FINANCIAL CORP
1585 SOUTHLAKE PARKWAY
MORROW, GEORGIA 30260
[________ ___], 1996

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders
(the "Special Meeting") of Southern Crescent Financial Corp ("SCFC") to be held
at [__________, _____________, ____________], Georgia, at [______] [___].m.,
local time, on [_________], [________ __], 199[_]

At this important meeting, you will be asked to consider and vote upon
the approval of an Agreement and Plan of Merger dated as of August 13, 1996
(the "Merger Agreement"), by and among Eagle Bancshares, Inc. ("Eagle"), SCFC
and Southern Crescent Bank ("SCB") and the transactions contemplated thereby.
The Merger Agreement, among other things, provides for the merger of SCFC with
and into Eagle (the "Merger") and, simultaneously therewith, the merger of SCB
with and into Tucker Federal Bank, a wholly owned savings association
subsidiary of Eagle (the "Bank Merger" and, collectively with the Merger, the
"Mergers"). Eagle will be the surviving corporation in the Merger and Tucker
Federal Bank will be the surviving entity in the Bank Merger and will remain a
wholly owned savings association subsidiary of Eagle.

If the proposed Merger is consummated, each outstanding share of SCFC
Common Stock (excluding shares held by stockholders who perfect their
dissenters' rights under Georgia law) will be converted into and exchanged for
the right to receive the number of shares (the "Merger Consideration") of
Common Stock, $1.00 par value per share, of Eagle (the "Eagle Stock") equal to
$19.177 divided by the "Eagle Stock Price" (as defined below); provided that
(i) if the Eagle Stock Price is equal to or less than $14.50 per share, the
Merger Consideration will be 1.323 shares of Eagle Stock for each share of SCFC
Common Stock and (ii) if the Eagle Stock Price is equal to or more than $16.50
per share, the Merger Consideration will be 1.162 shares of Eagle Stock for
each share of SCFC Common Stock. Notwithstanding the foregoing, SCFC, at its
option, may terminate the Merger Agreement if the Eagle Stock Price is less
than $14.00 per share and Eagle, at its option, may terminate the Merger
Agreement if the Eagle Stock Price is more than $17.50 per share. The "Eagle
Stock Price" will be equal to the average of the "Daily Average Value" (as
defined below) of the Eagle Stock as reported on the Nasdaq National Market on
the 30 trading days ending five trading days before the effective time of the
Merger. The "Daily Average Value" of the Eagle Stock on a trading day will be
the average of the closing bid and ask prices of the Eagle Stock as reported on
the Nasdaq National Market for such day. As a result of the foregoing formula,
Eagle will issue an aggregate of between approximately 973,944 shares and
1,108,889 shares of Eagle Stock in the Merger.

The affirmative vote of the holders of a majority of the shares of SCFC
Common Stock entitled to vote at the Special Meeting is required for approval
of the Merger Agreement and the transactions contemplated thereby. The
directors and executive officers of SCFC, as a group, own or control voting
power of approximately 33.1% of the shares of SCFC Common Stock entitled to
vote. Certain of these individuals, who hold an aggregate of 18.6% of the
shares of SCFC Common Stock entitled to vote, have agreed to vote their shares
in favor of the Merger Agreement and the transactions contemplated thereby, and
the remaining directors and executive officers have agreed not to publicly
oppose the Merger.

Enclosed are the (i) Notice of Special Meeting, (ii) Joint Proxy
Statement/Prospectus and (iii) proxy for the Special Meeting. Please review
carefully the Joint Proxy Statement/Prospectus which describes in more detail
the Merger Agreement and the proposed Mergers, including a description of the
conditions to consummation of the Mergers and the effects of the Mergers on the
rights of SCFC stockholders.

As soon as practicable after the Mergers, Eagle will send to you a letter
of transmittal providing instructions for exchanging your SCFC Common Stock
certificates for Eagle Stock.

YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE MERGERS ARE IN THE BEST
INTERESTS OF SCFC'S STOCKHOLDERS AND THAT THE MERGERS ARE FAIR TO THE SCFC
STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW. ACCORDINGLY, YOUR BOARD OF
DIRECTORS HAS APPROVED AND ADOPTED THE MERGER AGREEMENT AND CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY, AND RECOMMENDS THAT YOU VOTE "FOR" APPROVAL
OF THE MERGER AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
THEREBY.

IN VIEW OF THE IMPORTANCE OF THE ACTION TO BE TAKEN, WE URGE YOU TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND TO RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.
IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON, EVEN IF YOU
PREVIOUSLY RETURNED YOUR PROXY.

<PAGE> 6

We look forward to seeing you at the Special Meeting.
Sincerely,

/s/ Roy V. Hall, Jr.
---------------------
Roy V. Hall, Jr.
Chairman of the Board

SCFC STOCKHOLDERS SHOULD NOT SURRENDER OR OTHERWISE ATTEMPT TO EXCHANGE
THEIR SCFC COMMON STOCK CERTIFICATES FOR EAGLE STOCK CERTIFICATES UNLESS AND
UNTIL THEY HAVE RECEIVED APPROPRIATE NOTICE AND INSTRUCTIONS FOR EXCHANGE.

<PAGE> 7

SOUTHERN CRESCENT FINANCIAL CORP
1585 SOUTHLAKE PARKWAY
MORROW, GEORGIA 30260

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held at [____] [__].m. on [___________], [________ __, 199_]

To the Stockholders of Southern Crescent Financial Corp:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Special Meeting") of Southern Crescent Financial Corp ("SCFC") will be held at
[________, ________, ________] Georgia, at [___] [__].m., local time, on
[________], [_______ __], 199[_] or the following purposes:

1. The Merger. To consider and vote upon a proposal to approve and adopt
the Agreement and Plan of Merger dated as of August 13, 1996 (the "Merger
Agreement"), by and among Eagle Bancshares, Inc. ("Eagle"), SCFC and Southern
Crescent Bank ("SCB") and the transactions contemplated thereby. Pursuant to
the Merger Agreement, SCFC will merge with and into Eagle (the "Merger"), with
Eagle as the surviving corporation. Each share of Common Stock of SCFC
outstanding at the time of the Merger will be converted into the right to
receive shares of Common Stock of Eagle, with cash paid in lieu of fractional
shares, as described more fully in the accompanying Joint Proxy
Statement/Prospectus.

2. Other Business. To transact such other business as may properly come
before the Special Meeting or any adjournments or postponements thereof.

Information relating to the above matters is set forth in the
accompanying Joint Proxy Statement/Prospectus. A copy of the Merger Agreement
is set forth as Appendix A to the Joint Proxy Statement/Prospectus and is
incorporated herein by reference.

Only stockholders of record at the close of business on [_________],
1996, are entitled to receive notice of and to vote at the Special Meeting or
any adjournments or postponements thereof. Approval of the Merger Agreement and
the consummation of the transactions contemplated thereby requires the
affirmative vote of the holders of a majority of the shares of SCFC Common
Stock entitled to vote at the Special Meeting. The directors and executive
officers of SCFC, as a group, own or control voting power of approximately
33.1% of the shares of SCFC Common Stock entitled to vote. Certain of these
individuals, who hold an aggregate of 18.6% of the shares of SCFC Common Stock
entitled to vote, have agreed to vote their shares of SCFC Common Stock in
favor of the Merger Agreement and the transactions contemplated thereby, and
the remaining directors and executive officers have agreed not to publicly
oppose the Merger.

THE BOARD OF DIRECTORS OF SCFC RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.

Each stockholder of SCFC has the right to dissent from the Merger
Agreement and demand payment of the fair value of his or her shares of SCFC
Common Stock if the Merger is consummated. The right of any stockholder to
receive such payment is contingent upon strict compliance with the requirements
of Article 13 of the Georgia Business Corporation Code (the "GBCC"). The full
text of Article 13 of the GBCC is set forth in Appendix B to the Joint Proxy
Statement/Prospectus and is incorporated herein by reference. For a summary of
the requirements of Article 13 of the GBCC, see "The Mergers - Dissenters'
Rights" in the accompanying Joint Proxy Statement/Prospectus.

Even if you plan to attend the Special Meeting, please fill in, date and
sign the enclosed proxy card and promptly return it in the enclosed return
envelope, which requires no postage if mailed in the United States, to ensure
that your shares will be represented at the Special Meeting. If you attend in
person, the proxy can be disregarded, if you wish, and you may vote your shares
in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Roy V. Hall, Jr.
---------------------
Roy V. Hall, Jr.
Chairman of the Board
Morrow, Georgia

<PAGE> 8

EAGLE BANCSHARES, INC.
4305 LYNBURN DRIVE
TUCKER, GEORGIA 30085-4441
[_________ ___], 1996
Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders
(the "Special Meeting") of Eagle Bancshares, Inc. ("Eagle") to be held at
[__________, _____________, ____________], Georgia, at [______] [___].m., local
time, on [_________], [________ __], 199[_].

At this important meeting, you will be asked to consider and vote upon
the approval of an Agreement and Plan of Merger dated as of August 13, 1996
(the "Merger Agreement"), by and among Eagle, Southern Crescent Financial Corp
("SCFC") and Southern Crescent Bank, a wholly owned commercial bank subsidiary
of SCFC ("SCB"), and the transactions contemplated thereby. The Merger
Agreement, among other things, provides for the merger of SCFC with and into
Eagle (the "Merger") and, simultaneously therewith, the merger of SCB with and
into Tucker Federal Bank (the "Bank Merger" and collectively with the Merger,
the "Mergers"). Eagle will be the surviving corporation in the Merger and
Tucker Federal Bank will be the surviving entity in the Bank Merger and will
remain a wholly owned savings association subsidiary of Eagle.

The affirmative vote of the holders of a majority of the shares of
Eagle Stock entitled to vote at the Special Meeting is required for approval of
the Merger Agreement and the transactions contemplated thereby. The directors
and executive officers of Eagle, as a group, own or control voting power of
approximately 5.56% of the shares of Eagle Stock entitled to vote. It is
anticipated that each of these individuals will vote their shares FOR the
approval of the Merger Agreement and the transactions contemplated thereby.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE MERGERS
ARE IN THE BEST INTERESTS OF EAGLE AND EAGLE'S STOCKHOLDERS AND THAT THE
MERGERS ARE FAIR TO THE EAGLE STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW.
ACCORDINGLY, YOUR BOARD OF DIRECTORS HAS APPROVED AND ADOPTED THE MERGER
AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND
RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT AND
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY.

We look forward to seeing you at the Special Meeting.

Sincerely,

/s/ C. Jere Sechler, Jr.
-----------------------------------
C. Jere Sechler, Jr.
Chairman of the Board and President

<PAGE> 9

EAGLE BANCSHARES, INC.
4305 LYNBURN DRIVE
TUCKER, GEORGIA 30084-4441

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held at [____] [__].m. on [___________], [________ __, 199_]

To the Stockholders of Eagle Bancshares, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Special Meeting") of Eagle Bancshares, Inc. ("Eagle") will be held at
[________, ________, ________] Georgia, at [___] [__].m., local time, on
[________], [__________], 199[_] for the following purposes:

1. The Merger. To consider and vote upon a proposal to approve and
adopt the Agreement and Plan of Merger dated as of August 13, 1996 (the "Merger
Agreement"), by and among Eagle, Southern Crescent Financial Corp ("SCFC") and
Southern Crescent Bank, a wholly owned subsidiary of SCFC ("SCB") and the
transactions contemplated thereby. Pursuant to the Merger Agreement, SCFC will
merge with and into Eagle (the "Merger"), with Eagle as the surviving
corporation. Each share of Common Stock of SCFC outstanding at the time of the
Merger will be converted into the right to receive shares of Common Stock of
Eagle, with cash paid in lieu of fractional shares, as described more fully in
the accompanying Joint Proxy Statement/Prospectus. Each share of Common Stock
of Eagle outstanding at the time of the Merger will remain outstanding
following the Merger.

2. Other Business. To transact such other business as may properly
come before the Special Meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on [_________],
1996, are entitled to receive notice of and to vote at the Special Meeting or
any adjournments or postponements thereof. Approval of the Merger Agreement and
the consummation of the transactions contemplated thereby requires the
affirmative vote of the holders of a majority of the shares of Eagle Common
Stock entitled to vote at the Special Meeting. The directors and executive
officers of Eagle, as a group, own or control voting power of approximately
5.56% of the shares of Eagle Common Stock entitled to vote. It is anticipated
that each of these individuals will vote their shares of Eagle Common Stock in
favor of the Merger Agreement and the transactions contemplated thereby.

THE BOARD OF DIRECTORS OF EAGLE RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.

Even if you plan to attend the Special Meeting, please fill in, date
and sign the enclosed proxy card and promptly return it in the enclosed return
envelope, which requires no postage if mailed in the United States, to ensure
that your shares will be represented at the Special Meeting. If you attend in
person, the proxy can be disregarded, if you wish, and you may vote your shares
in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ C. Jere Sechler, Jr.
-----------------------------------
C. Jere Sechler, Jr.
Chairman of the Board and President
Tucker, Georgia
[________ __], 1996

<PAGE> 10

JOINT PROXY STATEMENT
OF

EAGLE BANCSHARES, INC. SOUTHERN CRESCENT FINANCIAL CORP
FOR SPECIAL MEETING FOR SPECIAL MEETING
OF STOCKHOLDERS OF STOCKHOLDERS
TO BE HELD ON TO BE HELD ON
[________ __], 199[_] [________ __], 199[_]

________________________

PROSPECTUS
OF
EAGLE BANCSHARES, INC.
________________________

This Joint Proxy Statement/Prospectus is being furnished to the
holders of Common Stock, $1.00 par value per share (the "Eagle Stock"), of
Eagle Bancshares, Inc. ("Eagle") and to holders of Common Stock, $1.00 par
value per share (the "SCFC Stock"), of Southern Crescent Financial Corp
("SCFC"), in connection with the solicitation of proxies by the respective
Boards of Directors of Eagle and SCFC for use at the Special Meetings of
Stockholders of Eagle and SCFC and at any adjournments or postponements thereof
(the "Special Meetings").

The purpose of the Special Meetings is to consider and vote upon a
proposal to approve and adopt an Agreement and Plan of Merger dated as of
August 13, 1996 (the "Merger Agreement"), by and among Eagle, SCFC and Southern
Crescent Bank ("SCB") and the transactions contemplated thereby. The Merger
Agreement, among other things, provides for the merger of SCFC with and into
Eagle (the "Merger") and, simultaneously therewith, the merger of SCB with and
into Tucker Federal Bank ("Tucker Federal"), a wholly owned savings association
subsidiary of Eagle (the "Bank Merger" and, collectively with the Merger, the
"Mergers"). Eagle will be the surviving corporation in the Merger and Tucker
Federal will be the surviving entity in the Bank Merger. Tucker Federal will
remain a wholly owned savings association subsidiary of Eagle following the
Mergers. A copy of the Merger Agreement is attached as Appendix A to this Joint
Proxy Statement/Prospectus and is incorporated herein by reference.

If the proposed Merger is consummated, each outstanding share of SCFC
Stock (excluding shares held by stockholders who perfect their dissenters'
rights under Georgia law ("Dissenting Stockholders")) will be converted into
and exchanged for the right to receive the number of shares (the "Merger
Consideration") of Eagle Stock equal to $19.177 divided by the "Eagle Stock
Price" (as defined below); provided that (i) if the Eagle Stock Price is equal
to or less than $14.50 per share, the Merger Consideration will be 1.323 shares
of Eagle Stock for each share of SCFC Stock (the "Maximum Exchange Ratio") and
(ii) if the Eagle Stock Price is equal to or more than $16.50 per share, the
Merger Consideration will be 1.162 shares of Eagle Stock for each share of SCFC
Stock (the "Minimum Exchange Ratio"). Notwithstanding the foregoing, SCFC, at
its option, may terminate the Merger Agreement if the Eagle Stock Price is less
than $14.00 per share and Eagle, at its option, may terminate the Merger
Agreement if the Eagle Stock Price is more than $17.50 per share. The "Eagle
Stock Price" will be equal to the average of the "Daily Average Value" (as
defined below) of the Eagle Stock as reported on the Nasdaq National Market on
the 30 trading days ending five trading days before the effective time of the
Merger. The "Daily Average Value" of the Eagle Stock on a trading day will be
the average of the closing bid and ask prices of the Eagle Stock as reported on
the Nasdaq National Market for such day. As a result of the foregoing formula,
Eagle will issue an aggregate of between 973,944 shares and 1,108,889 shares of
Eagle Stock in the Merger (assuming that the holders of options or warrants to
purchase SCFC Stock do not exercise such options or warrants prior to the
Mergers). The shares of Eagle Stock are listed on the Nasdaq National Market
under the symbol "EBSI."

As soon as practicable after the Special Meeting, Eagle will send to
holders of SCFC Stock a letter of transmittal providing instructions for
exchanging their SCFC Stock certificates for Eagle Stock.

This Joint Proxy Statement/Prospectus also constitutes a prospectus of
Eagle relating to the shares of Eagle Stock issuable to SCFC stockholders in
the Merger.

All shares of SCFC Stock outstanding immediately before the effective
time of the Merger (the "Effective Time") will, as a result of the Merger, no
longer be outstanding and will automatically be canceled and retired and will
cease to exist, and each holder of a certificate representing any shares of
SCFC Stock (a "SCFC Certificate") will cease to have any rights with respect
thereto, except the right to receive the Merger Consideration in consideration
therefor upon the surrender of such certificate or, in the case of shares held
by Dissenting Stockholders, the rights accorded to such shares under the
Financial Institutions Code of Georgia and the Georgia

<PAGE> 11

Business Corporation Code (the "GBCC"). All shares of Eagle Stock outstanding
immediately before the Effective Time will remain outstanding following the
Effective Time.

This Joint Proxy Statement/Prospectus and the accompanying proxy card
are first being mailed to stockholders of Eagle and SCFC on or about [________
__], 1996.

THE EAGLE STOCK ISSUABLE IN THE MERGER HAS NOT BEEN APPROVED OR DIS-
APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADE-
QUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SHARES OF EAGLE STOCK ISSUABLE IN THE MERGER ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS
ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

The date of this Joint Proxy Statement/Prospectus is [________ __], 1996

<PAGE> 12

AVAILABLE INFORMATION

Eagle has filed with the Securities and Exchange Commission,
Washington, D.C. (the "Commission"), a Registration Statement on Form S-4 under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
Eagle Stock to be issued pursuant to the Merger Agreement. This Joint Proxy
Statement/Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted pursuant to
the rules of the Commission. Statements contained or incorporated by reference
in this Joint Proxy Statement/Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or other document filed as an exhibit to or
incorporated by reference in the Registration Statement, each statement being
qualified in all respects by such reference. Such information is available for
inspection without charge at, and copies can be obtained at prescribed rates
from, the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549.

Eagle and SCFC are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports, proxy and information statements and other
information with the Commission. Such reports, proxy and information statements
and other information may be inspected and copied at the Public Reference
Section of the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's Regional Offices at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; Seven World
Trade Center, 13th Floor, New York, New York 10048; 1401 Brickell Avenue, Suite
200, Miami, Florida 33131; 1801 Wilshire Boulevard, 11th Floor, Los Angeles,
California 90036-3648; and 1801 California Street, Suite 4800, Denver, Colorado
80202-2648. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates.

All information contained herein with respect to Eagle and its
subsidiaries has been supplied by Eagle, and all information with respect to
SCFC and its subsidiary has been supplied by SCFC.

No person has been authorized to give any information or to make any
representation other than those contained or incorporated by reference in this
Joint Proxy Statement/Prospectus and, if given or made, such information or
representation should not be relied upon as having been authorized by Eagle or
SCFC. Neither the delivery of this Joint Proxy Statement/Prospectus nor any
distribution of the securities to which this Joint Proxy Statement/Prospectus
relates shall, under any circumstances, create any implication that there has
been no change in the affairs of Eagle, SCFC or any subsidiary thereof since
the date hereof or that the information contained or incorporated by reference
herein is correct as of any time subsequent to the date hereof or thereof. This
Joint Proxy Statement/Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities, or the solicitation of a
proxy, in any jurisdiction to or from any person to whom it is not lawful to
make any such offer or solicitation in such jurisdiction.

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<PAGE> 13

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES BY REFERENCE
CERTAIN DOCUMENTS THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH.
DOCUMENTS RELATING TO EAGLE ARE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM:
EAGLE BANCSHARES, INC., 4305 LYNBURN DRIVE, TUCKER, GEORGIA 30084-4441,
ATTENTION: RICHARD B. INMAN, JR., (770) 908-6690; AND DOCUMENTS RELATING TO
SCFC ARE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM: SOUTHERN CRESCENT
FINANCIAL CORP, 1585 SOUTHLAKE PARKWAY, MORROW, GEORGIA 30260; ATTENTION:
CHARLES M. BUCKNER, (770) 968-6868. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUESTS SHOULD BE RECEIVED BY EAGLE OR SCFC NO LATER THAN FIVE
BUSINESS DAYS PRIOR TO THE RESPECTIVE SPECIAL MEETING.

The following documents filed by Eagle (Commission File No. 0-14379)
and SCFC (Commission File No. 0-19225) with the Commission under Section 13(a)
or 15(d) of the Exchange Act are hereby incorporated by reference in this Joint
Proxy Statement/Prospectus:

(i) Eagle's Annual Report on Form 10-K for the year ended March 31,
1996, a copy of which is being delivered to the Eagle and SCFC stockholders
with this Joint Proxy Statement/Prospectus;

(ii) Eagle's Quarterly Report on Form 10-Q for the three months ended
June 30, 1996, a copy of which is being delivered to the Eagle and SCFC
stockholders with this Joint Proxy Statement/Prospectus; and

(iii) SCFC's Annual Report on Form 10-K for the year ended December
31, 1995, a copy of which is being delivered to the Eagle and SCFC stockholders
with this Joint Proxy Statement/Prospectus.

(iv) SCFC's Quarterly Report on Form 10-Q for the three months ended
March 31, 1996; and

(v) SCFC's Quarterly Report on Form 10-Q for the six months ended June
30, 1996, a copy of which is being delivered to the Eagle and SCFC stockholders
with this Joint Proxy Statement/Prospectus.

Any statement contained herein, in any supplement hereto or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Registration Statement
and this Joint Proxy Statement/Prospectus to the extent that a statement
contained herein, in any supplement hereto or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement, this Joint Proxy
Statement/Prospectus, or any supplement hereto.

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<PAGE> 14

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . 4
SUMMARY
Parties to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
The Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Market Prices and Dividends on Eagle Stock and SCFC Stock . . . . . . . . . . . . . . . . . . 13
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
THE SPECIAL MEETING
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Record Date; Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Solicitation and Revocability of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Recommendations of the Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 21
THE MERGERS
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
The Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Conversion of SCFC Options and Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Exchange of SCFC Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
No Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Management and Operations After the Mergers . . . . . . . . . . . . . . . . . . . . . . . . . 24
Interests of Certain Persons in the Mergers . . . . . . . . . . . . . . . . . . . . . . . . . 25
Background of the Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Reasons for the Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Opinions of Financial Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Summary of Certain Provisions of the Merger Agreement . . . . . . . . . . . . . . . . . . . . 40
Stock Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Expenses and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Restrictions on Resales of Eagle Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
PRO FORMA COMBINED CONDENSED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
BUSINESS INFORMATION CONCERNING SCFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
OWNERSHIP OF SCFC STOCK
Security Ownership of Directors and Management . . . . . . . . . . . . . . . . . . . . . . . 56
Principal Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
BUSINESS INFORMATION CONCERNING EAGLE
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Recent Legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
DESCRIPTION OF EAGLE CAPITAL STOCK
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Eagle Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Limitation of Personal Liability of Directors and Officers . . . . . . . . . . . . . . . . . 61
</TABLE>

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<PAGE> 15

<TABLE>
<S> <C>
COMPARISON OF STOCKHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Authorized Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Stockholder Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Anti-takeover Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Stockholder Rights Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
OWNERSHIP OF EAGLE STOCK
Security Ownership of Directors and Management . . . . . . . . . . . . . . . . . . . . . . . 67
Principal Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
APPENDICES:

</TABLE>

Appendix A - Agreement and Plan of Merger dated as of August 13, 1996, by
and between Eagle, SCFC and SCB.
Appendix B - Article 13 of the Georgia Business Corporation Code relating
to rights of Dissenting Stockholders.
Appendix C - Opinion letter of Long Aldridge & Norman, LLP with respect
to certain federal income tax consequences of the Merger.
Appendix D - Opinion of Morgan Keegan & Company, Inc. as to the fairness
of the Merger to the Eagle Stockholders.
Appendix E - Opinion of The Carson Medlin Company as to the fairness of
the Merger to the SCFC Stockholders.

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<PAGE> 16

SUMMARY

The following Summary does not contain a complete description of all
material features of the Merger Agreement or the transactions contemplated
thereby and is subject to and qualified in its entirety by reference to the
more detailed information contained or incorporated by reference in this Joint
Proxy Statement/Prospectus, including the Appendices hereto. Stockholders of
Eagle and SCFC are urged to read carefully the entire Joint Proxy
Statement/Prospectus, including the Appendices. As used in this Joint Proxy
Statement/Prospectus, the terms "Eagle" and "SCFC" refer to such corporations
and, where the context requires, such corporations and their respective
subsidiaries.

PARTIES TO THE MERGER

EAGLE BANCSHARES, INC. Eagle is a metropolitan Atlanta, Georgia based
TUCKER FEDERAL BANK savings and loan holding company, primarily
4305 LYNBURN DRIVE engaged through its subsidiaries in retail and
TUCKER, GEORGIA 30084-4441 mortgage banking with 27 locations in the
(770) 908-6690 Southeast. Eagle's principal subsidiary is
Tucker Federal. Based on total assets at June
30, 1996, Tucker Federal is the largest thrift
institution headquartered in metropolitan
Atlanta and operates 11 retail banking offices
located in Cherokee, DeKalb, Fulton and
Gwinnett counties, Georgia. Through its
subsidiary Prime Eagle Mortgage Corporation
("PrimeEagle"), Eagle operates 16 loan
production offices located in Georgia, Florida,
North Carolina, South Carolina and Tennessee.
Eagle also engages in real estate brokerage and
development in metropolitan Atlanta.

Eagle reported net income of $5.0 million and
$1.3 million for the year ended March 31, 1996
and the three months ended June 30, 1996,
respectively. At June 30, 1996, Eagle had total
assets of approximately $621.5 million, total
deposits of approximately $386.7 million and
stockholders' equity of approximately $57.2
million. See "Business Information Concerning
Eagle."

SOUTHERN CRESCENT SCFC is a Georgia corporation that is
FINANCIAL CORP headquartered in Morrow, Georgia and owns
SOUTHERN CRESCENT BANK and operates SCB. SCB is a state chartered
1585 SOUTHLAKE PARKWAY commercial bank organized under the laws of the
MORROW, GEORGIA 30260 State of Georgia. SCB operates four offices in
(770) 968-6868 Clayton and Fulton Counties, Georgia from which
it provides a wide range of commercial and
retail banking services.

For the year ended December 31, 1995, SCFC
reported net income of approximately $1.1
million. For the three months ended June 30,
1996, SCFC reported net income of approximately
$359,000. As of June 30, 1996, SCFC had total
assets of approximately $129.6 million, total
deposits of approximately $115.4 million and
stockholders' equity of approximately $9.3
million. See "The Mergers - Background of the
Mergers" and "Business Information Concerning
SCFC."

Based on June 30, 1996 financial information,
SCFC would have comprised approximately 20.9% of
Eagle's total assets and 16.2% of its
stockholders' equity at June 30, 1996 and 21.7%
of its net income for the quarter ended June
30, 1996.

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<PAGE> 17

THE SPECIAL MEETINGS

Eagle. The Special Meeting of Eagle's stockholders will be held at
[___] [_] .m., local time, on [________], [________ _], 199[_] at
[__________________], [_________], Georgia, and at any adjournments or
postponements thereof. Holders of record of the Eagle Stock at the close of
business on [_________], 1996 (the "Eagle Record Date") are entitled to
notice of and to vote at the Eagle Special Meeting. At such date and time
there were [_____] shares of Eagle Stock outstanding and held by approximately
[____] stockholders of record.

SCFC. The Special Meeting of SCFC's stockholders will be held at [___]
[_] .m., local time, on [________], [________ _], 199[_] at [________________],
[_________], Georgia, and at any adjournments or postponements thereof. Holders
of record of the SCFC Stock at the close of business on [_________], 1996 (the
"SCFC Record Date") are entitled to notice of and to vote at the SCFC Special
Meeting. At such date and time there were 838,162 shares of SCFC Stock
outstanding and held by approximately 1,300 stockholders of record.

Vote Required. The approval and adoption by the Eagle and SCFC
stockholders of the Merger Agreement and the transactions contemplated thereby
will require the affirmative vote of the holders of at least a majority of the
outstanding shares of Eagle Stock and SCFC Stock. As of October 4, 1996, all
directors and executive officers of Eagle as a group beneficially owned 253,323
shares (5.56%) of the outstanding Eagle Stock. It is anticipated that each of
these individuals will vote their shares in favor of the Merger Agreement and
the transactions contemplated thereby. As of October 4, 1996, all directors
and executive officers of SCFC as a group beneficially owned 172,497 shares
(33.1%) of the outstanding SCFC Stock. Certain of these individuals, who hold
an aggregate of 18.6% of the shares of SCFC Stock entitled to vote, have agreed
to vote their shares in favor of the Merger Agreement and the transactions
contemplated thereby and the remaining directors and executive officers, while
not affirmatively committing to vote for the Merger, have agreed not to
publicly oppose the Merger. See "The Special Meetings - Vote Required."

THE MERGERS

General. The Merger Agreement provides, among other things, that SCFC
will merge with and into Eagle. Eagle will be the surviving corporation in the
Merger. Upon consummation of the Merger, each outstanding share of SCFC Stock
(excluding shares held by Dissenting Stockholders) will cease to be outstanding
and will be converted into and exchanged for the right to receive the Merger
Consideration. The Merger Agreement also provides that simultaneous with the
Merger, SCB will merge with and into Tucker Federal, which will be the
surviving entity in the Bank Merger and will remain a wholly owned savings
association subsidiary of Eagle. If the Merger Agreement is approved at the
Special Meetings, all required governmental and other consents and approvals
are obtained, and all of the other conditions to the obligations of the parties
to consummate the Mergers are either satisfied or waived, the Mergers will be
consummated. See "The Mergers."

Merger Consideration. Each outstanding share of Eagle Stock will
remain outstanding following the Mergers. If the proposed Merger is
consummated, each outstanding share of SCFC Stock (excluding shares held by
Dissenting Stockholders) will be converted into and exchanged for the right to
receive the number of shares of Eagle Stock equal to $19.177 divided by the
"Eagle Stock Price"; provided that (i) if the Eagle Stock Price is less than
$14.50 per share, the Merger Consideration will be 1.323 shares of Eagle Stock
for each share of SCFC Common Stock and (ii) if the Eagle Stock Price is equal
to or more than $16.50 per share, the Merger Consideration will be 1.162 shares
of Eagle Stock for each share of SCFC Common Stock. Notwithstanding the
foregoing, SCFC, at its option, may terminate the Merger Agreement if the Eagle
Stock Price is less than $14.00 per share and Eagle, at its option, may
terminate the Merger Agreement if the Eagle Stock Price is more than $17.50 per
share. The "Eagle Stock Price" will be equal to the average of the "Daily
Average Value" per share of the Eagle Stock as reported on the Nasdaq National
Market on the 30 consecutive trading days ending five trading days before the
effective time of the Merger. The "Daily Average Value" of the Eagle Stock on a
trading day will be the average of the closing bid and ask prices of the Eagle
Stock as reported on

-8-
<PAGE> 18

the Nasdaq National Market for such day. As a result of the foregoing formula,
Eagle will issue an aggregate of between approximately 973,944 shares and
1,108,889 shares of Eagle Stock in the Merger.

At the Effective Time, all rights with respect to SCFC Stock pursuant
to stock options, stock purchase warrants or similar rights, including rights
under contracts with employees of SCFC or SCB (collectively, "SCFC Options"),
granted by SCFC, which are outstanding at the Effective Time, whether or not
exercisable, shall be converted into and become rights with respect to Eagle
Stock, and Eagle shall assume each SCFC Option, in accordance with the terms of
the agreement or plan by which it is evidenced, except that from and after the
Effective Time, (i) each SCFC Option assumed by Eagle may be exercised solely
for shares of Eagle Stock, (ii) the number of shares of Eagle Stock subject to
such SCFC Option shall be equal to the number of shares of SCFC Stock subject
to such SCFC Option immediately prior to the Effective Time multiplied by the
Merger Consideration, and (iii) the per share exercise price under each such
SCFC Option shall be adjusted by dividing the per share exercise price under
each such SCFC Option by the Merger Consideration and rounding up to the
nearest cent. See "The Mergers - Conversion of SCFC Options and Warrants."

Stock Option Agreement. Pursuant to the terms of the Merger Agreement,
Eagle and SCFC entered into a Stock Option Agreement dated as of August 13,
1996 (the "Option Agreement"), pursuant to which SCFC granted to Eagle an
option (the "Option") to purchase a number of shares of SCFC Stock equal to up
to 19.9% of the shares of SCFC Stock outstanding at the time of exercise of the
Option. Eagle may not exercise the Option until the occurrence of a "Triggering
Event" (as defined under "The Mergers - Stock Option Agreement"). The exercise
price of the Option is $10.00 per share of SCFC Stock, subject to adjustment
under certain circumstances. See "The Mergers - Stock Option Agreement."

Description of Eagle Stock. The holders of Eagle Stock are entitled to
dividends as and when declared by the Board of Directors out of funds legally
available therefor, to one vote for each share held on matters submitted to a
vote of stockholders, and, in the event of liquidation, to the net assets
remaining after satisfaction of all liabilities (subject to the terms of any
outstanding series of Eagle Preferred Stock). As of [_______], 1996 (the Eagle
Record Date), Eagle had [_____] shares of Eagle Stock outstanding held by
approximately [____] stockholders of record. See "Description of Eagle Capital
Stock" and "Comparison of Stockholder Rights."

Recommendations of the Boards of Directors. The Board of Directors of
Eagle (by unanimous vote) and the Board of Directors of SCFC (with seven of the
12 directors in attendance voting in favor, one director abstaining, three
directors voting against and the Chairman not voting) have each approved the
Merger Agreement and the transactions contemplated thereby. Each of the Boards
believes that the Mergers are fair to and in the best interests of its
company's stockholders and recommends a vote FOR the Merger Agreement and the
transactions contemplated thereby.

The Board of Directors of Eagle based its conclusions on a number of
factors, including the financial terms of the Merger, information concerning
the financial condition and future prospects of SCFC, the location of SCFC's
branch offices, the strategic plan of Eagle, the results of operations and
prospects of Eagle and SCFC on a stand alone basis and a combined basis and the
opinion of Morgan Keegan & Company, Inc. ("Morgan Keegan"), Eagle's financial
advisor.

The Board of Directors of SCFC based its conclusions on a number of
factors, including the alternatives to the Merger; the value of the
consideration to be received by SCFC stockholders relative to the book value
and earnings per share of the SCFC Stock; information concerning the financial
condition, results of operations and business prospects of Eagle; the financial
terms of recent business combinations in the industry and a comparison of the
multiples of selected combinations with the terms of the proposed Merger; the
lack of marketability of the SCFC Stock; the competitive and regulatory
environment for financial institutions generally; the fact that the Merger will
enable SCFC stockholders to exchange their shares of SCFC Stock in a tax-free
transaction for shares of common stock of a company, the stock of which is more
widely held and actively traded than the SCFC Stock; Eagle's ability to provide
comprehensive financial services to SCB's market; and the opinion of The Carson
Medlin Company ("Carson Medlin"), SCFC's financial advisor.

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<PAGE> 19

The Boards of Directors believe that the consolidation of resources of
Eagle and SCFC will enable Eagle to realize certain efficiencies, provide a
wider array of financial services and achieve greater geographic and market
diversity. Additionally, the Boards of Directors believe that the Mergers will
provide the combined company with increased market position and financial
resources to meet the challenges arising from changes in the banking and
financial services industry. See "The Mergers - Reasons for the Mergers."

THE BOARDS OF DIRECTORS OF EAGLE AND SCFC RECOMMEND THAT YOU VOTE
"FOR" APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY. See "The Mergers - Reasons for the Mergers."

The Board of Directors and executive officers of Tucker Federal
immediately prior to the Effective Time will be the Board of Directors of
Tucker Federal following the Bank Merger, except that Eagle will elect a
current director of SCB to the Board of Directors of Tucker Federal (the "New
Tucker Director").

Opinions of Financial Advisors.

Eagle's financial advisor, Morgan Keegan, has rendered an opinion to
the Board of Directors of Eagle that the Merger is fair to Eagle and the Eagle
stockholders from a financial point of view. A copy of such opinion is set
forth in Appendix D and should be read in its entirety with respect to the
assumptions made, other matters considered and limitations on the reviews
undertaken.

SCFC's financial advisor, Carson Medlin, has rendered an opinion to
the Board of Directors of SCFC that the Merger, including the Merger
Consideration to be paid to the stockholders of SCFC, is fair to SCFC and the
SCFC stockholders from a financial point of view. A copy of such opinion is set
forth in Appendix E and should be read in its entirety with respect to the
assumptions made, other matters considered and limitations on the reviews
undertaken. See "The Mergers - Opinions of Financial Advisors."

Effective Time of the Merger. If the Merger Agreement and the
transactions contemplated thereby are approved by the requisite vote of the
Eagle and SCFC stockholders, all required governmental and other consents and
approvals are obtained, and the other conditions to the obligations of the
parties to consummate the Merger are either satisfied or waived (as permitted),
the Merger will be consummated and will become effective on the date and at the
time specified in Articles or a Certificate of Merger filed by Eagle with the
Secretary of State of Georgia, or, if no date and time are specified, on the
date and at the time of filing. Assuming satisfaction of all conditions to
consummation, the Merger is expected to become effective in February 1997,
although there can be no assurance as to whether or when the Merger will occur.
Both SCFC and Eagle have the right to terminate the Merger Agreement should the
Merger not be consummated by April 30, 1997. See "The Mergers - Effective
Time," "The Mergers - Summary of Certain Provisions of the Merger Agreement."

Exchange of SCFC Stock. SCFC STOCKHOLDERS SHOULD NOT SEND THEIR SCFC
CERTIFICATES WITH THEIR PROXY CARDS. As soon as practicable after the Merger,
Eagle will send to the holders of SCFC Stock a letter of transmittal providing
instructions for exchanging their SCFC Certificates for certificates
representing the number of whole shares of Eagle Stock to which they are
entitled as a result of the Merger. Eagle will not be obligated to deliver the
Eagle Stock to which any former holder of SCFC Stock is entitled until such
holder surrenders his or her SCFC Certificate or Certificates for exchange
together with a duly executed letter of transmittal and such other documents as
Eagle shall reasonably require. The SCFC Certificate or Certificates so
surrendered must be duly endorsed as Eagle may require. See "The Mergers -
Exchange of SCFC Stock Certificates."

Certain Federal Income Tax Consequences. Eagle and SCFC have received
an opinion from Long, Aldridge & Norman, LLP that the Merger qualifies as a
tax-free reorganization under the Internal Revenue Code (the "Code") for
federal income tax purposes. As a tax-free reorganization (i) no gain or loss
will be recognized by Eagle or SCFC in the

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<PAGE> 20

Merger and (ii) no gain or loss will be recognized by the Eagle or SCFC
stockholders (excluding Dissenting Stockholders) except in respect of cash
received by SCFC stockholders in lieu of fractional shares of Eagle Stock.
Long, Aldridge and Norman LLP's tax opinion is limited to certain specific
elements of the Merger; no opinion is rendered about certain elements of the
Merger including the tax treatment of the conversion of options and warrants.
A copy of the opinion from Long, Aldridge & Norman, LLP is attached as Appendix
C to this Joint Proxy Statement/Prospectus and is incorporated herein by
reference. See "The Mergers - Certain Federal Income Tax Consequences."

BECAUSE CERTAIN TAX CONSEQUENCES OF THE MERGER MAY VARY DEPENDING UPON
THE PARTICULAR CIRCUMSTANCES OF EACH SCFC STOCKHOLDER AND OTHER FACTORS, EACH
HOLDER OF SCFC STOCK IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISER TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE MERGER
(INCLUDING THE APPLICATION AND EFFECT OF STATE AND LOCAL INCOME AND OTHER TAX
LAWS).

Accounting Treatment. The Merger will be accounted for as a "pooling
of interests" transaction by Eagle for financial reporting purposes. See "The
Mergers - Accounting Treatment."

Management and Operations After the Mergers. Pursuant to the Merger
Agreement, at the Effective Time SCFC will merge with and into Eagle, with
Eagle as the surviving corporation in the Merger, and SCB will merge with and
into Tucker Federal with Tucker Federal being the surviving entity in the Bank
Merger. The Board of Directors and executive officers of Eagle immediately
prior to the Merger will be the Board of Directors and executive officers of
Eagle following the Merger. The Board of Directors and executive officers of
Tucker Federal immediately prior to the Effective Time, together with the New
Tucker Director, will be the Board of Directors of Tucker Federal following the
Bank Merger. Certain of the current directors of SCFC will become members of
Tucker Federal's South Atlanta Community Board of Directors (the "Community
Board"), an advisory board to be established at the Effective Time.
Additionally, Charles M. Buckner, the President, Chief Executive Officer and a
director of SCFC and SCB, will serve as Tucker Federal's President South Metro
Community Banks following the Bank Merger. See "The Mergers - Management and
Operations After the Mergers" and "The Mergers - Interests of Certain Persons
in the Mergers."

Interests of Certain Persons in the Mergers. Certain members of SCFC's
and SCB's management and Board of Directors have interests in the Mergers in
addition to their interests as stockholders of SCFC generally. These include
provisions in the Merger Agreement relating to service of the New Tucker
Director on the Board of Directors of Tucker Federal and of certain of SCFC's
and SCB's current directors on the Community Board, the assumption of the
employment agreement of Charles M. Buckner, the President, Chief Executive
Officer and a director of SCFC and SCB by Tucker Federal, eligibility for
certain Eagle employee benefits and provisions for employment of certain other
SCB employees. See "The Mergers - Management and Operations After the Mergers"
and "The Mergers - Interests of Certain Persons in the Mergers."

Conditions to Consummation. Consummation of the Merger Agreement and
the transactions contemplated thereby are subject to a number of conditions,
including but not limited to (i) approval of the Merger Agreement by the
holders of a majority of the outstanding shares of Eagle Stock and SCFC Stock
entitled to vote thereon; (ii) receipt of all governmental and other consents
and approvals necessary to permit consummation of the Mergers, including those
of the Office of Thrift Supervision (the "OTS"), the Federal Deposit Insurance
Corporation (the "FDIC") and the Georgia Department of Banking and Finance (the
"DBF"); and (iii) the expiration of all periods for the notification of the
exercise of dissenters' rights and no exercise of dissenters' rights by the
holders of 10% or more of the outstanding shares of SCFC Stock. See "The
Mergers - Summary of Certain Provisions of the Merger Agreement."

Regulatory Approvals. The Mergers are subject to the prior approval
(or waiver of the approval requirements) by the OTS and DBF. Eagle anticipates
that it will receive the requisite approvals or waivers from each of these
agencies prior to the Special Meetings. See "The Mergers - Regulatory
Approvals."

-11-
<PAGE> 21

Conduct of Business Pending the Mergers. Each of SCFC and SCB has
agreed in the Merger Agreement to, among other things, operate its business
only in the ordinary course in accordance with prior practices and to take no
action that would adversely affect its ability to perform its covenants and
agreements under the Merger Agreement. In addition, SCFC and SCB have agreed
not to take certain actions relating to the operation of SCFC and SCB pending
consummation of the Mergers without the prior written consent of Eagle, except
as otherwise permitted by the Merger Agreement, including, among other things:
(i) increase (or announce any increase of) any salaries, wages or employee
benefits except in the ordinary course of business consistent with past
practice, provided that no such increase shall be in excess of seven percent of
the employee's annual compensation from SCB, (ii) hire, commit to hire or
terminate any employee whose general compensation is or will be $25,000 or
more, (iii) issue, sell, redeem, purchase or otherwise acquire or make any
changes in its issued and outstanding capital stock or issue any rights to
purchase its capital stock or any security convertible into its capital stock
or declare any dividend or make any other distribution with respect to its
capital stock, or (iv) solicit, entertain any offer for, or sell or agree to
sell, or participate in any business combination with respect to, any of the
shares of its capital stock or all or substantially all of its assets. See
"The Mergers - Summary of Certain Provisions of the Merger Agreement."

Termination. The Merger Agreement may be terminated at any time prior
to the Effective Time by mutual written consent of SCFC, SCB and Eagle. In
addition, the Merger Agreement may be terminated prior to the Effective Time by
either Eagle or SCFC and SCB if (i) the other party fails to perform in any
material respect its agreements contained in the Merger Agreement on or prior
to the Closing Date, (ii) the other party materially breaches any of its
representations, warranties or covenants contained in the Merger Agreement and
fails to cure such breach within ten (10) days after notification by the
opposite party of intent to terminate, (iii) any court, governmental or
regulatory authority takes any action which prohibits or restrains either party
from consummating the Merger and the action is not lifted within a thirty-day
period, or (iv) the Merger is not consummated by April 30, 1997. In addition,
the Merger Agreement may be terminated by SCFC if the Eagle Stock Price is less
than $14.00 per share and by Eagle if the Eagle Stock Price is more than $17.50
per share. See "The Mergers - Summary of Certain Provisions of the Merger
Agreement."

Dissenters' Rights. Under Georgia law, record holders of SCFC Stock
who prior to the SCFC stockholder vote on the Merger, properly demand their
right to dissent and vote against or abstain from voting on the Merger
Agreement and the transactions contemplated thereby have the right to obtain a
cash payment for the "fair value" of their shares of SCFC Stock (excluding any
element of value arising from the accomplishment or expectation of the Merger).
In order to exercise such rights, Dissenting Stockholders must comply with the
requirements of Article 13 of the GBCC, a description of which is provided in
"The Mergers - Dissenters' Rights" and the full text of which is attached to
this Joint Proxy Statement/Prospectus as Appendix B.

Resales of Eagle Stock. The Eagle Stock issued to the SCFC
stockholders in connection with the Merger will be freely transferable by the
holders of such shares, except for those holders who may be deemed to be
"affiliates" (generally including directors, certain executive officers, and
10% or more stockholders) of SCFC or Eagle under applicable federal securities
laws and under the accounting requirements for a pooling of interests
transaction. Affiliates of SCFC or Eagle may not sell shares of Eagle Stock
acquired in connection with the Merger except pursuant to an effective
registration statement under the Securities Act or in compliance with Rule 145
promulgated under the Securities Act or another applicable exemption from the
registration requirements of the Securities Act. Each director, executive
officer and principal stockholder of SCFC and SCB has agreed not to sell the
shares of Eagle Stock that he or she receives in connection with the Merger
until financial results covering at least 30 days of post-Merger combined
operations have been published. The Eagle Stock is listed for trading on the
Nasdaq National Market under the symbol "EBSI." See "The Mergers - Restrictions
on Resales of Eagle Stock." If a significant proportion of the SCFC
stockholders sells or intends to sell Eagle Stock received in the Merger, this
can adversely affect the tax-free status of the Merger. See "Certain Federal
Income Tax Consequences."

-12-
<PAGE> 22

MARKET PRICES AND DIVIDENDS ON EAGLE STOCK AND SCFC STOCK

The Eagle Stock is listed and traded on the Nasdaq National Market
under the symbol "ESBI". The following table sets forth the high and low last
sale prices per share of Eagle Stock on the Nasdaq National Market, and the
dividends declared per share of Eagle Stock, for the periods indicated.

<TABLE>
<CAPTION> SALE PRICE PER DIVIDENDS PAID
FISCAL YEAR ENDED SHARE OF PER SHARE OF
MARCH 31, EAGLE STOCK EAGLE STOCK
----------------- ---------------------------- -------------
<S> <C> <C> <C>
HIGH LOW

1995
First Quarter . . . . . . . . $12.00 $11.125 $.110
Second Quarter . . . . . . . 13.25 11.500 .115
Third Quarter . . . . . . . . 12.75 9.750 .120
Fourth Quarter . . . . . . . 12.00 10.125 .125

1996
First Quarter . . . . . . . . $14.375 $11.875 $.125
Second Quarter . . . . . . . 17.000 14.000 .125
Third Quarter . . . . . . . . 19.000 16.625 .130
Fourth Quarter . . . . . . . 19.000 15.000 .130

1997
First Quarter . . . . . . . . $17.000 $14.750 $.150
Second Quarter . . . . . . . 16.250 14.375 .150
Third Quarter (through October
15, 1996) . . . . . . . . . . 16.000 15.500 -
</TABLE>

Eagle had approximately 651 stockholders of record as of October 15,
1996.

On June 18, 1996, the SCFC Stock was listed for trading in the
over-the-counter market, or "pink sheets," under the symbol "SCFC." Prior to
such time, there was no established public trading market for the SCFC Stock.
Trading of the SCFC Stock has been sporadic and generally is confined to the
south metropolitan Atlanta, Georgia area. During the period from June 18, 1996
until October 15, 1996, the high and low sale prices per share of the SCFC
Stock were $18.50 and $11.50, respectively. Based upon transactions of which
SCFC management is aware, sales of SCFC Stock since March 31, 1994 have occurred
in a price range of $10.00 to $18.50 per share. SCFC had approximately 1,300
stockholders of record as of October 15, 1996. SCFC paid a ten percent stock
dividend on March 15, 1994 and a five percent stock dividend and a cash dividend
of $.25 per share on June 30, 1996. SCFC has paid no other cash or stock
dividends.

The following table sets forth the last reported sale price per share
of Eagle Stock on the Nasdaq National Market on August 12, 1996 (the last
trading day prior to public announcement of the execution of the Merger
Agreement) and October 11, 1996, the equivalent per share price of the SCFC
Stock as if the Merger had been consummated on such dates, and the last sale
price of the SCFC Stock on August 12, 1996 and October 11, 1996.

<TABLE>
<CAPTION>
EQUIVALENT
EAGLE STOCK SCFC STOCK PER SHARE PRICE
----------- ---------- ---------------
<S> <C> <C> <C>
August 12, 1996 . . . . . . . $15.75 $15.00 $19.77
October 11, 1996 . . . . . . . $16.00 $ $19.55
</TABLE>

-13-
<PAGE> 23

The equivalent per share price of a share of SCFC Stock at each
specified date represents the closing sales price of a share of Eagle Stock on
such date multiplied by the amount of the Merger Consideration that would have
been paid per share of SCFC Stock had the Merger been effected on such date.

Stockholders are advised to obtain current market quotations for the
Eagle Stock and SCFC Stock. No assurance can be given as to the market price of
Eagle Stock or SCFC Stock at or, in the case of Eagle Stock, after the
Effective Time.

SELECTED FINANCIAL DATA

Selected Financial Data of Eagle. The following table sets forth
selected historical financial data of Eagle and has been derived from and
should be read in conjunction with, and is qualified in its entirety by,
Eagle's Annual Report on Form 10-K and the audited consolidated financial
statements of Eagle for each of the three years in the period ended March 31,
1996, and Eagle's Quarterly Report on Form 10-Q and the unaudited interim
consolidated financial statements of Eagle for the three months ended June 30,
1995 and 1996, including the respective notes thereto, which are incorporated
by reference herein. See "Incorporation of Certain Information by Reference."
The interim financial data is unaudited but reflects all adjustments which, in
the opinion of management, are necessary for a fair presentation. All
adjustments reflected in the interim financial data are of a normal recurring
nature. Interim results for the three months ended June 30, 1996, are not
necessarily indicative of the results to be expected for the full year. See
"Business Information Concerning Eagle - Recent Legislation."
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED MARCH 31, JUNE 30,
--------------------------------------------------------- -------------------

1992 1993 1994 1995 1996 1995 1996
------- -------- -------- -------- -------- -------- -------
(In thousands, except per share data and ratios)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income . . . . . . . . $ 7,793 $ 12,200 $ 14,997 $ 16,711 $18,493 $ 4,343 $ 5,896
Provision for loan losses . . . . . 398 630 1,000 643 1,000 - 524
Noninterest income, excluding
gains (losses) on asset sales . . . 1,817 4,681 8,103 5,442 9,101 1,696 2,034
Gains on sale of assets . . . . . . 49 1,113 1,147 905 943 - 396
Noninterest expense . . . . . . . . 6,833 11,026 14,740 16,035 20,121 4,382 6,001
Income before income taxes,
accounting change and
extraordinary item . . . . . . . . 2,428 6,338 8,507 6,380 7,416 1,657 1,801
Net income (1) . . . . . . . . . . . 1,638 4,069 5,211 4,101 5,020 1,067 1,299
COMMON SHARE DATA:
Net income per share (1)(2) . . . . $ .54 $ 1.38 $ 1.70 $ 1.34 $ 1.53 $ .35 $ .29
Cash dividends per share . . . . . . $ .05 $ .20 $ .31 $ .47 $ .51 $ .13 $ .15
Book value per share (1) . . . . . . $ 7.56 $ 8.76 $ 10.20 $ 10.90 $ 12.56 $ 11.17 $ 12.57
Average shares outstanding (2) . . . 3,058 2,948 3,060 3,059 3,278 3,063 4,552
BALANCE SHEET DATA (PERIOD END):
Total assets . . . . . . . . . . . . $302,173 $321,597 $320,385 $457,317 $611,512 $485,337 $621,474
Loans (3) . . . . . . . . . . . . . 158,741 190,115 219,726 303,906 334,505 19,553 334,289
Loans held for sale . . . . . . . . 13,708 23,462 23,641 41,220 92,552 48,369 94,074
Non-performing assets . . . . . . . 4,834 4,194 1,458 1,218 6,909 1,070 8,995
Securities available-for-sale (4) . - 14,184 20,883 20,939 79,512 20,440 77,327
Investment securities held
to maturity . . . . . . . . . . . 106,718 73,759 34,683 57,599 55,341 56,620 59,437
Deposits . . . . . . . . . . . . . . 219,825 228,633 244,297 286,315 348,098 305,754 386,726
Stockholders' equity . . . . . . . . 22,376 25,823 30,832 33,636 57,175 34,748 57,231
PERFORMANCE RATIOS:
Return on average assets . . . . . . .57% 1.32% 1.62% 1.08% .98% .91% .85%
Return on average equity . . . . . . 7.46 16.68 18.76 12.71 13.09 9.09 8.46
Interest rate spread (5) . . . . . . 2.40 3.74 4.43 4.46 3.61 3.74 3.85
Net interest margin (6) . . . . . . 2.80 4.12 4.80 4.79 3.93 4.04 4.20
Efficiency (7) . . . . . . . . . . . 70.45 62.42 63.22 72.14 72.92 72.56 72.07
</TABLE>

-14-
<PAGE> 24

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED MARCH 31, JUNE 30,
--------------------------------------------------------- -------------------
1992 1993 1994 1995 1996 1995 1996
------- -------- -------- -------- -------- -------- -------
(In thousands, except per share data and ratios)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSET QUALITY RATIOS:
Allowance for loan losses to
net loans plus reserves (3) . . . . .51% 1.13% 1.36% .96% 1.23% 1.05% 1.10%
Allowance for loan losses to
period end non-performing loans . . 18.45 57.70 229.70 276.03 69.58 695.69 46.79
Non-performing assets to period
end loans and foreclosed
properties (3) . . . . . . . . . . 2.98 2.18 .66 .40 2.06 .33 2.68
Non-performing assets to period
end total assets . . . . . . . . . 1.60 1.30 .46 .27 1.13 .22 1.45
Net charge-offs (recoveries) to
average loans . . . . . . . . . . . .16 .33 .03 .23 .05 (.01) .23
CAPITAL AND LIQUIDITY:
Tangible capital to adjusted
total assets . . . . . . . . . . . 7.37% 7.95% 9.30% 6.56% 8.90% 6.40% 8.00%
Core capital to adjusted total
assets . . . . . . . . . . . . . . 7.37 7.95 9.30 6.56 8.90 6.40 8.00
Core capital to risk weighted assets 13.44 13.13 11.65 9.44 14.87 9.05 13.69
Risk-based capital to risk
weighted assets . . . . . . . . . 13.98 14.37 12.74 10.51 15.80 10.10 14.50
Average equity to average assets . . 7.60 7.91 8.64 8.48 7.45 7.32 9.38
Loans to deposits (3) . . . . . . . 72.21 83.15 89.94 106.14 96.10 104.51 86.44
</TABLE>
- ---------------
(1) Includes the effect of a third quarter extraordinary loss of $427,000,
net of income tax benefit of $261,000, relating to the early
extinguishment of certain Federal Home Loan Bank ("FHLB") advances
($.14 per share) and the first quarter cumulative income effect of the
change in accounting for income taxes of $320,000 ($.11 per share)
during the fiscal year ended March 31, 1994.
(2) Fully diluted.
(3) Excluded loans held for sale.
(4) Includes investment and mortgage-backed securities available for sale.
(5) Yield on interest earning assets minus cost of interest-bearing
liabilities.
(6) Net interest income divided by average earnings assets.
(7) Computed by dividing non-interest expense minus provision for real
estate losses by the sum of net interest income and non-interest
income, net of gains and losses on sales of assets.

-15-
<PAGE> 25

Selected Financial Data of SCFC. The following table sets forth
selected historical financial data of SCFC and has been derived from and should
be read in conjunction with, and is qualified in its entirety by, SCFC's Annual
Report on Form 10-K and the audited consolidated financial statements of SCFC
for the five years ended December 31, 1995, and SCFC's Quarterly Report on Form
10-Q and the unaudited interim consolidated financial statements for the six
months ended June 30, 1995 and 1996, including the respective notes thereto
which are incorporated by reference herein. The interim financial data is
unaudited but reflects all adjustments which, in the opinion of management of
SCFC, are necessary for a fair presentation. All adjustments reflected in the
interim financial data are of a normal recurring nature. Interim results for
the six months ended June 30, 1996, are not necessarily indicative of the
results to be expected for the full year.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
------- -------- -------- -------- -------- -------- --------
(In thousands, except per share data and ratios)
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income . . . . . . . . $ 1,088 $ 1,575 $ 2,351 $ 4,139 $ 5,139 $ 2,349 $ 2,760
Provision for loan losses . . . . . 174 186 72 - - - -
Noninterest income, excluding
gains on asset sales . . . . . . . 195 356 384 863 924 473 512
Gains on sale of loans and
mortgage-backed and invest-
ment securities . . . . . . . . . . 62 207 156 272 101 30 4
Noninterest expense . . . . . . . . 1,257 1,664 2,441 4,185 4,525 2,282 2,331
Net income (loss) (1) . . . . . . . (86) 413 200 702 1,113 371 614

COMMON SHARE DATA:
Net income per share, fully
diluted (1) $ . . . . . . . . . . . (.12) $ .58 $ .27 $ .81 $ 1.27 $ .43 $ .71
Cash dividends per share . . . . . . $ - $ - $ - $ - $ - $ - $ .25
Book value per share (2) . . . . . . $ 7.52 $ 8.10 $ 8.65 $ 9.27 $ 10.85 $ 9.85 $ 11.09
Weighted average common shares
outstanding, fully diluted (3) . . 712 712 728 868 878 872 867

BALANCE SHEET DATA (PERIOD END):
Total assets . . . . . . . . . . . . $30,813 $42,325 $93,842 $103,698 $119,558 $107,606 $129,648
Loans . . . . . . . . . . . . . . 19,282 23,251 52,256 57,520 71,794 65,410 84,544
Non-performing assets (excluding
troubled debt restructurings) . . . 234 212 1,326 619 578 573 85
Investment securities . . . . . . . 4,812 6,375 21,709 29,173 25,566 25,921 27,258
Deposits . . . . . . . . . . . . . . 24,212 35,967 84,473 94,300 106,938 96,960 115,432
Stockholders' equity . . . . . . . . 5,357 5,770 7,258 7,780 9,096 8,265 9,298

PERFORMANCE RATIOS:
Return on average assets . . . . . . (.13)% 1.12% .43% .71% 1.00% 1.01% 1.26%
Return on average equity . . . . . . (.82) 8.69 4.44 9.89 13.89 14.55 17.65
Interest rate spread (4) . . . . . . 3.39 4.41 4.63 4.39 4.66 3.96 3.96
Net interest margin (5) . . . . . . 4.58 5.04 5.10 4.80 5.24 5.33 5.31
Efficiency (6) . . . . . . . . . . . 97.97 86.17 89.25 83.67 74.63 80.86 71.24
</TABLE>

-16-
<PAGE> 26

SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
(In thousands, except per share data and ratios)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSET QUALITY RATIOS:
Allowance for loan losses to
period end loans . . . . . . . . . 1.04% 1.28% 2.95% 2.25% 1.74% 2.01% 1.52%
Allowance for loan losses to
period end non-performing
loans . . . . . . . . . . . . . . 86.31 141.56 119.92 214.17 220.26 234.17 1,533.43
Non-performing assets to period
end loans and foreclosed
properties . . . . . . . . . . . . 1.21 .91 2.54 1.08 .81 .88 .10
Non-performing assets to period
end total assets . . . . . . . . . .76 .50 1.41 .60 .48 .53 .07
Net charge-offs to average loans . . - .39 - .47 .08 - -

CAPITAL AND LIQUIDITY:
Average equity to average assets . . 16.03% 12.93% 9.80% 7.14% 7.16% 7.18% 7.09%
Loans to deposits . . . . . . . . . 69.35 72.85 68.99 63.79 68.38 68.86 74.31
- ---------------
</TABLE>
(1) Includes $238,000 ($.33 per share) cumulative effect of change in
accounting for income taxes during 1992.
(2) Computed based upon actual number of shares outstanding at year-end
adjusted for subsequent stock dividends.
(3) Historical amounts have been adjusted for subsequent stock dividends.
(4) Yield on interest earning assets minus cost of interest bearing
liabilities.
(5) Net interest income divided by average earning assets.
(6) Non-interest expense divided by the sum of net interest income and
non-interest income, net of gains and losses on sales of assets.

Selected Pro Forma Combined Condensed Financial Data. The following
table sets forth unaudited selected pro forma combined condensed financial data
of Eagle after giving effect to the Mergers accounted for under the pooling of
interests method as of April 1, 1993 for income statement data and as of June
30, 1995 and 1996, respectively, for balance sheet data. The pro forma combined
condensed financial data is presented for illustrative purposes only and is not
necessarily indicative of the operating results or financial position that
would have occurred if the Mergers had been consummated on the dates indicated,
nor is it necessarily indicative of future operating results or financial
position. The pro forma combined condensed financial data has been derived from
and should be read in conjunction with the pro forma combined condensed
financial data, including the notes thereto, appearing elsewhere herein. See
"Pro Forma Combined Condensed Financial Data."

-17-
<PAGE> 27

SELECTED PRO FORMA COMBINED CONDENSED FINANCIAL DATA
(In thousands, except per share data)
YEAR ENDED MARCH 31,
--------------------------------------------------------------------------
1994 1995 1996
---- ---- ----
EXCHANGE RATIO: EXCHANGE RATIO: EXCHANGE RATIO:
-------------------- -------------------- ---------------------
MINIMUM MAXIMUM MINIMUM MAXIMUM MINIMUM MAXIMUM
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income . . . . . . . $17,750 $17,750 $21,116 $21,116 $23,804 $23,804
Provision for loan losses . . . . 1,034 1,034 643 643 1,000 1,000
Noninterest income . . . . . . . . 9,984 9,984 7,463 7,463 11,067 11,067
Noninterest expense . . . . . . . 17,746 17,746 20,346 20,346 24,682 24,682
Income before income taxes . . . . 8,954 8,954 7,590 7,590 9,189 9,189
Income tax expense . . . . . . . . 3,385 3,385 2,710 2,710 2,970 2,970
Net income (1) . . . . . . . . . . 5,462 5,462 4,880 4,880 6,219 6,219

COMMON SHARE DATA:
EAGLE HISTORICAL:
Net income per share (1)(2) . . . $ 1.70 $ 1.70 $ 1.34 $ 1.34 $ 1.53 $ 1.53
Book value per share . . . . . . . 10.20 10.20 10.90 10.90 12.56 12.56
Dividends per share . . . . . . . .31 .31 .47 .47 .51 .51
SCFC HISTORICAL:
Net income per share (2) . . . . . $ .33 $ .33 $ .89 $ .89 $ 1.36 $ 1.36
Book value per share . . . . . . . 9.73 9.73 9.55 9.55 11.09 11.09
Dividends per share . . . . . . . - - - - - -
SCFC EQUIVALENT PRO FORMA:
Net income per share (2) . . . . . .28 .25 .77 .67 1.17 1.03
Book value per share . . . . . . . 9.54 8.38
Dividends per share . . . . . . . - - - - - -
EAGLE PRO FORMA COMBINED:
Net income per share (1)(2) . . . 1.38 1.34 1.20 1.16 1.45 1.40
Book value per share . . . . . . . 12.03 11.74
Dividends per share . . . . . . . .20 .19 .33 .32 .36 .35
Average shares outstanding (2) . . 3,946 4,068 4,077 4,218 4,299 4,441
BALANCE SHEET DATA (PERIOD END):
Total assets . . . . . . . . . . .
Securities available-for-sale . .
Loans, net . . . . . . . . . . . .
Securities, held to maturity . . .
Loans held for sale . . . . . . .
Deposits . . . . . . . . . . . . .
Total stockholders' equity . . . .
</TABLE>

<TABLE>
SELECTED PRO FORMA COMBINED CONDENSED FINANCIAL DATA
(In thousands, except per share data)
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1995 JUNE 30, 1996
-------------------- -------------------
EXCHANGE RATIO: EXCHANGE RATIO:
-------------------- -------------------
MINIMUM MAXIMUM MINIMUM MAXIMUM
------- ------- ------- -------
<C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income . . . . . . . $ 5,553 $ 5,553 $ 7,346 $ 7,346
Provision for loan losses . . . . - - 524 524
Noninterest income . . . . . . . . 1,933 1,933 2,682 2,682
Noninterest expense . . . . . . . 5,519 5,519 7,151 7,151
Income before income taxes . . . . 1,967 1,967 2,353 2,353
Income tax expense . . . . . . . . 699 699 695 695
Net income (1) . . . . . . . . . . 1,268 1,268 1,658 1,658

COMMON SHARE DATA:
EAGLE HISTORICAL:
Net income per share (1)(2) . . . $ .35 $ .35 $ .29 $ .29
Book value per share . . . . . . . 11.17 11.17 12.57 12.57
Dividends per share . . . . . . . .13 .13 .15 .15
SCFC HISTORICAL:
Net income per share (2) . . . . . $ .23 $ .23 $ .42 $ .42
Book value per share . . . . . . . 9.85 9.85 11.09 11.09
Dividends per share . . . . . . . - - .25 .25
SCFC EQUIVALENT PRO FORMA:
Net income per share (2) . . . . . .20 .17 .36 .31
Book value per share . . . . . . . 9.70 8.52
Dividends per share . . . . . . . - - .22 .19
EAGLE PRO FORMA COMBINED:
Net income per share (1)(2) . . . .31 .30 .30 .29
Book value per share . . . . . . . 12.07 11.79
Dividends per share . . . . . . . .09 .09 .15 .14
Average shares outstanding (2) . . 4,076 4,217 5,556 5,695
BALANCE SHEET DATA (PERIOD END):
Total assets . . . . . . . . . . . 592,942 592,942 751,122 751,122
Securities available-for-sale . . 27,402 27,402 104,585 104,585
Loans, net . . . . . . . . . . . . 384,963 384,963 418,833 418,833
Securities, held to maturity . . . 75,578 75,578 59,437 59,437
Loans held for sale . . . . . . . 48,369 48,369 94,074 94,074
Deposits . . . . . . . . . . . . . 402,714 402,714 502,159 502,159
Total stockholders' equity . . . . 43,012 43,012 66,529 66,529
</TABLE>
- -----------------------------
(1) Includes the effect of a third quarter extraordinary loss of $427,000,
net of income tax benefit of $261,000, relating to the early
extinguishment of certain Federal Home Loan Bank ("FHLB") advances
($.14 per share) and the first quarter cumulative income effect of the
change in accounting for income taxes of $320,000 ($.11 per share)
during the fiscal year ended March 31, 1994.
(2) Fully diluted.

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<PAGE> 28

THE SPECIAL MEETINGS

GENERAL

This Joint Proxy Statement/Prospectus is being furnished by Eagle to
its stockholders in connection with the solicitation of proxies by the Board of
Directors of Eagle from holders of the outstanding shares of Eagle Stock for
use at the Eagle Special Meeting to consider and vote upon the approval of the
Merger Agreement and the transactions contemplated thereby and to transact such
other business as may properly come before the Special Meeting. The Eagle
Special Meeting will to be held at [____________________], Georgia at [___]
[_].m., local time, on [_________], [________ [__], 199[_], and at any
adjournments or postponements thereof.

This Joint Proxy Statement/Prospectus is being furnished by SCFC to
its stockholders in connection with the solicitation of proxies by the Board of
Directors of SCFC from holders of the outstanding shares of SCFC Stock for use
at the SCFC Special Meeting to consider and vote upon the approval of the
Merger Agreement and the transactions contemplated thereby and to transact such
other business as may properly come before the Special Meeting. The SCFC
Special Meeting will to be held at [____________________], Georgia at [___]
[_].m., local time, on [_________], [________ _], 199[_], and at any
adjournments or postponements thereof.

This document is also being furnished by Eagle to the stockholders of
SCFC as a Prospectus in connection with the issuance by Eagle of shares of
Eagle Stock in the Merger.

RECORD DATES; QUORUM

Eagle. The Board of Directors of Eagle has fixed the close of business
on [__________], 1996 as the Eagle Record Date for determining the Eagle
stockholders entitled to receive notice of and to vote at the Eagle Special
Meeting. Only holders of record of Eagle Stock as of the Eagle Record Date are
entitled to notice of and to vote at the Eagle Special Meeting. As of the Eagle
Record Date, there were [_____] shares of Eagle Stock issued and outstanding
and held by [____] record holders. Holders of Eagle Stock are entitled to one
vote on each matter considered and voted on at the Eagle Special Meeting for
each share of Eagle Stock held of record at the close of business on the Eagle
Record Date. The presence, in person or by properly executed proxy, of the
holders of a majority of the outstanding shares of Eagle Stock entitled to vote
at the Eagle Special Meeting is necessary to constitute a quorum at the Eagle
Special Meeting. Abstentions will be counted as shares present for purposes of
determining the presence of a quorum. "Broker non-votes" will not be counted as
shares present for purposes of determining the presence of a quorum. However,
because the approval of a majority of the outstanding shares of Eagle Stock is
required to approve and adopt the Merger Agreement and the consummation of the
transactions contemplated thereby, both abstentions and "broker non-votes" will
have the effect of a vote "AGAINST" the proposal.

SCFC. The Board of Directors of SCFC has fixed the close of business
on [__________], 1996 as the SCFC Record Date for determining the SCFC
stockholders entitled to receive notice of and to vote at the SCFC Special
Meeting. Only holders of record of SCFC Stock as of the SCFC Record Date are
entitled to notice of and to vote at the SCFC Special Meeting. As of the SCFC
Record Date, there were

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<PAGE> 29

838,162 shares of SCFC Stock issued and outstanding and held by approximately
1,300 record holders. Holders of SCFC Stock are entitled to one vote on each
matter considered and voted on at the SCFC Special Meeting for each share of
SCFC Stock held of record at the close of business on the SCFC Record Date. The
presence, in person or by properly executed proxy, of the holders of a majority
of the outstanding shares of SCFC Stock entitled to vote at the SCFC Special
Meeting is necessary to constitute a quorum at the SCFC Special Meeting.
Abstentions will be counted as shares present for purposes of determining the
presence of a quorum. "Broker non-votes" will not be counted as shares present
for purposes of determining the presence of a quorum. However, because the
approval of a majority of the outstanding shares of SCFC Stock is required to
approve and adopt the Merger Agreement and the consummation of the transactions
contemplated thereby, both abstentions and "broker non-votes" will have the
effect of a vote "AGAINST" the proposal.

VOTES REQUIRED

Approval of the Merger Agreement and consummation of the transactions
contemplated thereby requires the affirmative vote of the holders of a majority
of the outstanding shares of Eagle Stock entitled to vote thereon at the Eagle
Special Meeting and of the holders of a majority of the outstanding shares of
SCFC Stock entitled to vote thereon at the SCFC Special Meeting.

As of the Eagle Record Date, Eagle's directors and executive officers,
and their affiliates, held approximately 5.56% of the outstanding shares of
Eagle Stock entitled to vote at the Eagle Special Meeting. It is anticipated
that each of these individuals will vote their shares in favor of the Merger
Agreement and the transactions contemplated thereby. As of the SCFC Record
Date, SCFC's directors and executive officers, and their affiliates, held
approximately 33.1% of the outstanding shares of SCFC Stock entitled to vote at
the SCFC Special Meeting, of which the holders of an aggregate of 18.6% of the
outstanding shares of SCFC Stock have agreed to vote their shares in favor of
the Merger Agreement and the transactions contemplated thereby. See "Ownership
of SCFC Stock." As of the SCFC Record Date, Eagle's directors and executive
officers, and their affiliates, held no shares of SCFC Stock.

SOLICITATION AND REVOCABILITY OF PROXIES

Shares of Eagle Stock and SCFC Stock represented by properly executed
proxies that are received at or prior to the appropriate Special Meeting, and
are not subsequently revoked, will be voted in accordance with the instructions
thereon. IF NO INSTRUCTIONS ARE INDICATED, SUCH PROXIES WILL BE VOTED "FOR"
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY AND IN THE DISCRETION OF THE PERSONS NAMED AS
PROXY AS TO ANY OTHER MATTERS THAT PROPERLY MAY COME BEFORE THE APPROPRIATE
SPECIAL MEETING. IF NECESSARY, AND UNLESS CONTRARY INSTRUCTIONS ARE GIVEN, THE
PERSONS NAMED AS PROXY MAY ALSO VOTE IN FAVOR OF A PROPOSAL TO ADJOURN THE
APPROPRIATE SPECIAL MEETING TO PERMIT FURTHER SOLICITATION OF PROXIES IN ORDER
TO OBTAIN SUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY. ANY HOLDER OF EAGLE STOCK OR SCFC STOCK WHO RETURNS A
SIGNED PROXY BUT FAILS TO PROVIDE INSTRUCTIONS AS TO THE MANNER IN WHICH SUCH
HOLDER'S SHARES ARE TO BE VOTED WILL BE DEEMED TO HAVE VOTED "FOR" APPROVAL AND
ADOPTION OF THE MERGER AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY, AND, IN THE CASE OF SCFC STOCKHOLDERS, WILL NOT BE
ENTITLED TO ASSERT DISSENTERS' RIGHTS. The Board of Directors of Eagle and SCFC
are not aware of any business to be acted upon at the Special Meeting of their
respective stockholders other than the matters described herein. However, if
any other matters are

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<PAGE> 30

properly brought before either Special Meeting, or any adjournments or
postponements thereof, the persons appointed as proxies will have discretion to
vote or act thereon in accordance with their judgment.

An Eagle stockholder or SCFC stockholder who has given a proxy may
revoke it at any time before it is voted by (i) giving written notice of
revocation or submitting a later dated proxy card to the Secretary of Eagle,
for Eagle stockholders, or the Secretary of SCFC, for SCFC stockholders or (ii)
voting in person at the appropriate Special Meeting. Attendance at a Special
Meeting will not in and of itself constitute revocation of a proxy. All written
notices of revocation and other communications with respect to revocation of
Eagle proxies should be addressed to Eagle as follows: Eagle Bancshares, Inc.,
4305 Lynburn Drive, Tucker, Georgia 30084-4441, Attention: Richard B. Inman,
Jr. All notices of revocation and other communications with respect to
revocation of SCFC proxies should be addressed to SCFC as follows: Southern
Crescent Financial Corp., 1585 Southlake Parkway, Morrow, Georgia, 30260,
Attention: Charles M. Buckner. A proxy appointment will not be revoked by
death or supervening incapacity of the stockholder executing the proxy unless,
before the shares are voted, notice of such death or incapacity is filed with
appropriate Corporate Secretary or other person responsible for tabulating
votes on behalf of Eagle or SCFC as the case may be.

Holders of SCFC Stock have the right to dissent to the Merger and
demand appraisal of, and obtain payment for, the "fair value" of their shares
of SCFC Stock by following the procedures prescribed in Article 13 of the GBCC,
a copy of which is attached as Appendix B hereto, and is summarized under "The
Mergers - Dissenters' Rights" herein. Failure to take any of the steps required
under Article 13 on a timely basis will result in the loss of dissenters'
rights. Because a SCFC proxy which does not contain voting instructions will,
unless revoked, be voted "FOR" approval and adoption of the Merger Agreement
and the transactions contemplated thereby, a holder of shares of SCFC Stock who
votes by proxy and who wishes to exercise his or her dissenters' rights must,
after notifying SCFC in writing of his or her intention to dissent, either (i)
vote "AGAINST" the approval and adoption of the Merger Agreement and the
transactions contemplated thereby or (ii) abstain from voting on the approval
and adoption of the Merger Agreement and the transactions contemplated thereby.

In addition to solicitation of proxies by use of the mails, proxies
may be solicited by directors, officers and employees of Eagle and SCFC in
person or by telephone, telegram or other means of communication. Such
directors, officers and employees will not be additionally compensated but may
be reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation. Arrangements also will be made with custodians, nominees and
fiduciaries for forwarding of proxy solicitation materials to beneficial owners
of shares held of record by such custodians, nominees and fiduciaries.

Eagle and SCFC will bear their respective expenses of soliciting
proxies for their Special Meeting.

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

Each of the Boards believe that the Mergers are fair to and in the
best interest of its company's stockholders and recommends a vote FOR the
Merger Agreement and the transactions contemplated thereby. The Board of
Directors of Eagle (by unanimous vote) and the Board of Directors of SCFC (with
seven of the 12 directors in attendance voting in favor, one director
abstaining, three directors voting against and the Chairman not voting) have
each approved the Merger Agreement and the transactions contemplated thereby.
See "The Mergers - Reasons for the Mergers."

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<PAGE> 31

THE MERGERS

GENERAL

The following sets forth a summary of the material terms of the Merger
Agreement and the transactions contemplated thereby. This description does not
purport to be complete and is qualified in its entirety by reference to the
Appendices hereto, including the Merger Agreement, a copy of which is set forth
in Appendix A to this Joint Proxy Statement/Prospectus and is incorporated
herein by reference. All Eagle and SCFC stockholders are urged to read the
Appendices in their entirety.

THE MERGERS

The Merger Agreement provides, among other things, that SCFC will
merge with and into Eagle. Eagle will be the surviving corporation in the
Merger. The Merger Agreement also provides that, simultaneously with the
Merger, SCB will merge with and into Tucker Federal. Tucker Federal will be the
surviving entity in the Bank Merger and will remain a wholly owned savings
association subsidiary of Eagle. The Merger Agreement and the transactions
contemplated thereby are subject to the satisfaction or waiver of certain
conditions.

MERGER CONSIDERATION

Eagle. Shares of Eagle Stock issued and outstanding immediately prior
to the Effective Time will remain issued and outstanding following the Mergers.

SCFC. At the Effective Time of the Merger each outstanding share of
SCFC Common Stock (excluding shares held by Dissenting Stockholders) will be
converted into and exchanged for the right to receive the number of shares of
Eagle Stock equal to $19.177 divided by the "Eagle Stock Price"; provided that
(i) if the Eagle Stock Price is equal to or less than $14.50 per share, the
Merger Consideration will be 1.323 shares of Eagle Stock for each share of SCFC
Stock and (ii) if the Eagle Stock Price is equal to or more than $16.50 per
share, the Merger Consideration will be 1.162 shares of Eagle Stock for each
share of SCFC Stock. Notwithstanding the foregoing, SCFC, at its option, may
terminate the Merger Agreement if the Eagle Stock Price is less than $14.00 per
share and Eagle, at its option, may terminate the Merger Agreement if the Eagle
Stock Price is more than $17.50 per share. The "Eagle Stock Price" will be
equal to the average of the "Daily Average Value" of the Eagle Stock as
reported on the Nasdaq National Market on the 30 trading days ending five
trading days before the effective time of the Merger. The "Daily Average Value"
of the Eagle Stock on a trading day will be the average of the closing bid and
ask prices of the Eagle Stock as reported on the Nasdaq National Market for
such day.

In the event the Merger Agreement is approved and the Merger is
consummated, the stockholders of SCFC who do not exercise and perfect their
dissenters' rights will receive the Merger Consideration. Under the GBCC, the
exercise of dissenters' rights is the only remedy that a stockholder has in
opposition to a merger or to the merger consideration in a merger that has been
approved by the requisite vote of the corporation's stockholders. A SCFC
stockholder could attempt to insure that he or she receives cash for all of his
or her shares of SCFC Stock by exercising and perfecting his or her dissenters'
rights pursuant to the GBCC. However, the Merger Agreement provides that in the
event the holders of 10% or more of the outstanding shares of SCFC Stock
exercise their dissenters' rights, Eagle may terminate the Merger Agreement.
Accordingly, a SCFC stockholder who elects to exercise his or her dissenters'
rights takes

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<PAGE> 32

the risk that such exercise will result in the termination of the Merger
Agreement. A SCFC stockholder that exercises and perfects his or her
dissenters' rights under the GBCC is entitled to the "fair value" of his or her
shares of SCFC Stock plus interest in the event the Merger is consummated.
There can be no assurance that the "fair value" of the SCFC Stock, which is
determined without regard to any appreciation or depreciation in anticipation
of the Merger, will equal or exceed the Merger Consideration. For a description
of dissenters' rights and a discussion of the procedure for perfecting such
rights and determining the "fair value" of shares of SCFC Stock, see
"Dissenters' Rights" below. See "Summary - Market Prices and Dividends on Eagle
Stock and SCFC Stock" for a summary of the high and low sales prices of SCFC
Stock prior to announcement of the Merger.

Pursuant to the Merger Agreement, in the event the Merger is
consummated, Eagle will issue an aggregate of between approximately 973,944
shares (assuming the Minimum Exchange Ratio) and approximately 1,108,889 shares
(assuming the Maximum Exchange Ratio) of Eagle Stock in exchange for 838,162
shares of SCFC Stock (assuming no SCFC stockholder exercises his or her
dissenters' rights).

CONVERSION OF SCFC OPTIONS AND WARRANTS

At the Effective Time, all SCFC Options that are outstanding at the
Effective Time, whether or not exercisable, shall be converted into and become
rights with respect to Eagle Stock, and Eagle shall assume each SCFC Option, in
accordance with the terms of the agreement or plan by which it is evidenced,
except that from and after the Effective Time, (i) each SCFC Option assumed by
Eagle may be exercised solely for shares of Eagle Stock, (ii) the number of
shares of Eagle Stock subject to such SCFC Option shall be equal to the number
of shares of SCFC Stock subject to such SCFC Option immediately prior to the
Effective Time multiplied by the Merger Consideration, and (iii) the per share
exercise price under each such SCFC Option shall be adjusted by dividing the
per share exercise price under each such SCFC Option by the Merger
Consideration and rounding up to the nearest cent.

EFFECTIVE TIME

If the Merger Agreement is approved by the requisite vote of the Eagle
and SCFC stockholders, and all other required governmental and other consents
and approvals are received, and if other conditions to the obligations of the
parties to consummate the Merger are satisfied or waived, the Merger will be
consummated and effected on the date and at the time specified in Articles or a
Certificate of Merger filed by Eagle with the Secretary of State of Georgia,
or, if no date and time are specified, on the date and at the time of filing.
Assuming satisfaction of all conditions to consummation, the Merger is expected
to become effective in February 1997, although there can be no assurance as to
whether or when the Merger will occur. Either party may terminate the Merger
Agreement if the Merger has not been consummated by April 30, 1997. It is
anticipated that the Bank Merger will be consummated simultaneously with the
Merger upon filing of Articles of Combination with the OTS. See "Conditions to
the Mergers" and "Summary of Certain Provisions of the Merger Agreement -
Amendment, Waiver and Termination."

EXCHANGE OF SCFC STOCK CERTIFICATES

As soon as practicable after the Merger, Eagle will send to the
holders of SCFC Stock a letter of transmittal providing instructions for
exchanging their SCFC Stock certificates for certificates representing the
number of whole shares of Eagle Stock to which they are entitled as a result of
the Merger. SCFC

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<PAGE> 33

STOCKHOLDERS SHOULD NOT SURRENDER THEIR SCFC CERTIFICATES FOR EXCHANGE UNTIL
THEY RECEIVE SUCH LETTER OF TRANSMITTAL AND INSTRUCTIONS. After the Effective
Time, each holder of shares of SCFC Stock issued and outstanding at the
Effective Time (other than shares held by Dissenting Stockholders) shall
surrender their SCFC Certificate or Certificates to Eagle or its agent, and the
SCFC Certificates thus surrendered will be canceled. Unless otherwise
designated by a SCFC stockholder on the transmittal letter, certificates
representing shares of Eagle Stock issued in connection with the Merger will be
issued and delivered to the tendering record holder. Eagle shall not be
obligated to deliver the Merger Consideration to which any holder of SCFC Stock
is entitled until such holder surrenders his or her SCFC Certificate or
Certificates for exchange. The SCFC Certificate or Certificates so surrendered
must be duly endorsed as Eagle or its agent may require.

From and after the Effective Time, holders of SCFC Certificates will
have no rights with respect to the shares of SCFC Stock formerly represented
thereby other than the right to surrender such SCFC Certificates and receive in
exchange therefor the shares of Eagle Stock to which such holders are entitled,
as described above, or the right to perfect their dissenters' rights. In
addition, no dividend or other distribution payable to holders of record of
Eagle Stock will be paid to the holder of any SCFC Certificate until such
holder surrenders such SCFC Certificate for exchange as instructed. Subject to
applicable law, upon surrender of the SCFC Certificate, such holder will
receive one or more certificates representing the shares of Eagle Stock
issuable upon the exchange or conversion of such shares of SCFC Stock, all
withheld dividends or other distributions (without interest), and any withheld
cash payments (without interest) for a fractional share of Eagle Stock to which
such stockholder is entitled.

If any certificate for Eagle Stock is to be issued in a name other
than that in which the SCFC Certificate surrendered for exchange is issued, the
SCFC Certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer, and the person requesting such exchange shall affix
any requisite stock transfer tax stamps to the certificates surrendered, shall
provide funds for their purchase, or shall establish to Eagle's satisfaction
that such taxes are not payable. Such person also shall be required to provide
evidence satisfactory to Eagle that such transfer is made in compliance with
applicable federal and state securities laws.

NO FRACTIONAL SHARES

Pursuant to the terms of the Merger Agreement, each holder of shares
of SCFC Stock exchanged pursuant to the Merger who would otherwise be entitled
to receive a fraction of a share of Eagle Stock will receive, in lieu of such
fractional share, cash (without interest) in an amount equal to such fraction
multiplied by the Eagle Stock Price. No such holder will be entitled to
dividends, conversion rights or any other rights as a stockholder in respect of
any fractional shares. For example, if the Merger Consideration is 1.237 shares
of Eagle Stock for each share of SCFC Stock, and the Eagle Stock Price is
$15.50, a holder of 20 shares of SCFC Stock would be entitled to 24.74 shares
of Eagle Stock (20 multiplied by 1.237). However, because no fractional shares
of Eagle Stock will be issued, that stockholder would receive 24 shares of
Eagle Stock and $11.47 in cash (.74 x $15.50) in lieu of the fractional share.

MANAGEMENT AND OPERATIONS AFTER THE MERGERS

Eagle will be the surviving corporation in the Merger and Tucker
Federal will be the surviving entity following the Bank Merger and each will
continue to operate under its respective Articles of Incorporation and Bylaws
as in effect at the time of the Merger. The Board of Directors and executive

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<PAGE> 34

officers of Eagle immediately prior to the Merger will be the Board of
Directors and executive officers of Eagle following the Merger. The Board of
Directors and executive officers of Tucker Federal immediately prior to the
Effective Time, together with the New Tucker Director, will be the Board of
Directors of Tucker Federal following the Bank Merger. Further, Charles M.
Buckner, the President, Chief Executive Officer and a director of SCFC, will
serve as Tucker Federal's President South Metro Community Banks following the
Mergers. Certain directors of SCFC and SCB also will serve on the Community
Board.

INTERESTS OF CERTAIN PERSONS IN THE MERGERS

Other than as described herein, no director or executive officer of
Eagle, Tucker Federal, SCFC or SCB, and no affiliate of any such person, has
any substantial interest, direct or indirect, in the Mergers, other than an
interest arising from the ownership of SCFC Stock, in which case the director
or officer receives no extra or special benefit not shared on a pro rata basis
by all other holders of SCFC Stock.

Following the Effective Time, Eagle will elect the New Tucker Director
as a director of Tucker Federal. Certain other directors of SCFC and SCB have
agreed to serve on the Community Board. Each member of the Community Board will
receive a fee of $300 per meeting of the Community Board attended.

At the Effective Time, Tucker Federal will assume the existing
employment agreement with Charles M. Buckner, pursuant to which Mr. Buckner
will serve as Tucker Federal's President South Metro Community Banks. As a
result, Mr. Buckner will be entitled to receive compensation on a basis
substantially comparable to the compensation he receives in his present
position with SCFC and SCB.

After the Effective Time, Eagle and Tucker Federal will provide
generally to officers and employees of SCFC and SCB employee benefits on terms
and conditions that, when taken as a whole, are substantially similar to those
currently provided by Eagle and Tucker Federal to their similarly situated
employees. For purposes of participation and vesting (but not benefit accrual)
under such employee benefit plans, service with SCFC and SCB prior to the
Effective Time will be treated as service with Eagle.

BACKGROUND OF THE MERGERs

At its annual strategic planning meeting in the early fall of 1992,
the SCFC Board of Directors developed a strategy of future growth by merger and
acquisition. A target list was developed and inquiries by SCFC management
began. In early 1993, serious discussions were concluded and an agreement
reached to acquire The Southside Bank and Trust Company, located in neighboring
South Fulton County. This acquisition, which was closed in November 1993, more
than doubled the size of SCB from $45 million in assets to $93 million in
assets. The combination also provided future branching capabilities into the
additional counties of Fulton and DeKalb, as well as SCFC's original home
county of Clayton.

During 1994, the absorption of the acquisition occurred as SCFC
continued to pursue other merger and acquisition candidates. While many
possibilities were discussed, it became apparent that a merger of equals or the
acquisition of a smaller healthy bank would be very difficult. Consequently,
SCFC, while still looking for possible combinations, focused increasingly on
internal growth and improved earnings capabilities.

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<PAGE> 35

Following the announcement of the acquisition of Bank South by
NationsBank in September 1995, discussions of possible business combinations
increased significantly at SCFC. SCFC was contacted by several larger financial
institutions that were interested in acquiring SCFC. While it was not
originally the intent of the Board of Directors to sell SCFC, the inquiries
were numerous and fiduciary responsibilities compelled the Board to seriously
evaluate all the options available.

Consequently, on November 7, 1995, the Board of Directors engaged Mr.
Charles M. Stevens of Stevens & Company to (i) analyze and project the future
value of SCFC should it remain independent, (ii) prepare an analysis of
opportunities to enhance value through a merger of equals, and (iii) determine
the value and the currency that would be offered in a merger or acquisition
through direct dialogue with potential acquirors.

Mr. Stevens reported back to the Board on December 12, 1995 regarding
the foregoing items and listed 18 banks that had been contacted for initial
indications of interest in SCFC. He had narrowed the list to a "top five" group
of banks at that time. Further, he sought and received permission from the SCFC
Board of Directors to talk further with these institutions.

As time passed over the next four months, the Executive Committee of
the Board held discussions with several of the interested candidates and
entered confidentiality agreements with them. The Board had previously decided
that should any serious opportunities be presented, they would be carefully
considered, and that if an agreement were reached, a definitive agreement would
be entered into before any announcements were made. Therefore, it would be
necessary for due diligence reviews to be conducted prior to any agreements or
announcements.

In a meeting with the Executive Committee of SCFC in January 1996,
Eagle's senior management team provided a historical review of Eagle, an
analysis of its current situation and a summary of its plans for the future. A
proposed price range for a transaction with SCFC was also reviewed. Following
the meeting, the Board agreed that the price range was such that serious
consideration by SCFC was warranted, and that Eagle should be allowed to begin
the due diligence review it had requested as its next step in its analysis. On
February 16, 1996, Eagle and SCFC executed a "Confidentiality and No Shop
Agreement."

During the next two months, Eagle conducted an extensive due diligence
review of SCFC. In April 1996, Eagle proposed terms of a transaction that were
not accepted by SCFC. No discussions were held on behalf of either party for a
period of approximately 45 days.

In mid-June 1996, talks resumed with Eagle. Following several
discussions during the course of the next 30 days, Eagle presented a revised
acquisition offer, which was accepted by SCFC at its Board meeting on August 2,
1996. Between August 2, 1996 and August 13, 1996, the parties negotiated the
terms and conditions of the Merger Agreement. The parties executed the Merger
Agreement on August 13, 1996.

REASONS FOR THE MERGERS

Eagle. The long term strategy of Eagle's Board of Directors is to
increase stockholder wealth by building franchise value, creating competitive
advantage in targeted business niches, developing new long term customer driven
relationships and compensating employees based upon bottom line performance.

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<PAGE> 36

Pursuant to this strategy, management of Eagle continually explores and
evaluates growth opportunities. Beginning in late 1995, Eagle initiated
discussions with SCFC and entered into the Merger Agreement on August 13, 1996.
Eagle considered several factors and determined that the Merger is in the best
interest of Eagle and its stockholders. Without assigning any relative or
specific weights to the factors, the Eagle Board of Directors considered,
without limitation, the following:

(a) The Mergers will improve Eagle's deposit share in the Atlanta
market area.

(b) The Mergers will expand Eagle's market area by adding four
full service retail banking offices in the rapidly growing
south side of Atlanta.

(d) The review, based in part on a presentation by SCFC
management, of (i) the business operations, earnings and
financial conditions including the capital levels and asset
quality of SCFC on a historical perspective and pro forma
basis and in comparison to other financial institutions in the
area, (ii) demographic, economic, and financial
characteristics of the markets in which SCFC operates,
including existing competition, history of the market areas
with respect to financial institutions, and average demand for
credit on a historical and perspective basis and (iii) the
results of Eagle's due diligence investigation of SCFC.

(e) The opinion of Morgan Keegan as to the fairness of the
transaction from a financial point of view.

(f) A variety of factors related to the overall strategic focus of
Eagle.

SCFC. SCFC's Board of Directors has approved the Merger Agreement
and the transactions contemplated thereby based upon its determination that the
Mergers are fair to, and in the best interests of, SCFC and its stockholders.
Without assigning any relative or specific weights to the factors, the SCFC
Board of Directors considered the following factors:

(a) The alternatives to the Mergers, including remaining an
independent institution in light of the current economic
condition of the market and its competitive advantages and
disadvantages as compared to larger financial institutions
operating in the market.

(b) The value of the consideration to be received by SCFC
stockholders relative to the book value and earnings per share
of SCFC Stock.

(d) The financial terms of recent business combinations in the
financial services industry and a comparison of the multiples
of selected combinations with the terms of the proposed
transaction with Eagle.

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<PAGE> 37

(e) Lack of marketability of the SCFC Stock.

(f) The competitive and regulatory environment for financial
institutions generally.

(g) The fact that the Merger will enable SCFC stockholders to
exchange their shares of SCFC Stock in a tax- free transaction
for shares of common stock of a company, the stock of which is
more widely held and actively traded than the SCFC Stock.

(h) Eagle's ability to provide comprehensive financial services to
SCB's market.

(i) The opinion of Carson Medlin as to the fairness of the
transaction from a financial point of view.

THE BOARDS OF DIRECTORS OF EAGLE AND SCFC RECOMMEND THAT YOU VOTE
"FOR" APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY.

OPINIONS OF FINANCIAL ADVISORs

Eagle. The Board of Directors of Eagle retained Morgan Keegan to act
as Eagle's financial advisor in connection with the Merger and to render an
opinion to the Board of Directors of Eagle as to the fairness, from a financial
point of view, to the stockholders of Eagle of the consideration to be paid by
Eagle pursuant to the Merger Agreement. Morgan Keegan was selected by Eagle
based on Morgan Keegan's experience, expertise and familiarity with Eagle and
its business.

Morgan Keegan is a nationally recognized investment banking firm and
is regularly engaged in the valuation of businesses and securities in
connection with mergers and acquisitions, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and
valuations for various purposes. Morgan Keegan has previously rendered
investment banking services to Eagle, including advising Eagle with respect to
the proposed acquisition of SCFC in 1996, and acting as a managing underwriter
of Eagle's secondary offering in 1996.

On October 8, 1996, at a meeting of the Board of Directors of Eagle
held to evaluate the proposed Merger, Morgan Keegan made an oral presentation
(confirmed by delivery of the written opinion dated the same date) to the Board
of Directors of Eagle to the effect that, as of October 8, 1996 and based upon
and subject to certain matters stated in such opinion, the Merger is fair, from
a financial point of view, to Eagle stockholders.

THE FULL TEXT OF THE WRITTEN OPINION OF MORGAN KEEGAN, WHICH SETS
FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE REVIEW
UNDERTAKEN, IS ATTACHED HERETO AS APPENDIX D AND IS INCORPORATED HEREIN BY
REFERENCE. EAGLE STOCKHOLDERS ARE URGED TO READ THIS OPINION CAREFULLY IN ITS
ENTIRETY, MORGAN KEEGAN'S OPINION IS DIRECTED ONLY TO THE FAIRNESS TO THE EAGLE
STOCKHOLDERS, FROM A FINANCIAL POINT OF VIEW, OF THE MERGER AND DOES NOT
ADDRESS ANY OTHER ASPECT OF THE MERGER OR RELATED TRANSACTIONS AND DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO HOW SUCH STOCKHOLDER
SHOULD VOTE AT THE EAGLE

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<PAGE> 38

SPECIAL MEETING. THE SUMMARY OF THE OPINION OF MORGAN KEEGAN SET FORTH IN THIS
JOINT PROXY STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE FULL TEXT OF SUCH OPINION.

In arriving at its opinion, Morgan Keegan reviewed an executed Merger
Agreement dated August 13, 1996; held discussions with various members of
management and representatives of Eagle and SCFC concerning each company's
historical and current operations, financial condition and prospects; reviewed
historical consolidated financial and operating data that was publicly
available or furnished to it by Eagle and SCFC; reviewed internal financial
analyses, financial and operating forecasts, reports and other information
prepared by officers and representatives of Eagle and SCFC; reviewed certain
publicly available information with respect to certain other companies that it
believed to be comparable to SCFC and the trading markets for such other
companies' securities; reviewed certain publicly available information
concerning the terms of certain other transactions that it deemed relevant to
its inquiry; and conducted such other financial studies, analyses and
investigations as it deemed appropriate for the purposes of its opinion.

In connection with its review and analysis and in arriving at its
opinion, Morgan Keegan did not assume responsibility for independent
verification of any of the information provided to or otherwise reviewed by
Morgan Keegan and relied upon its being complete and accurate in all respects.
Morgan Keegan also assumed the correctness of and relied upon the
representations and warranties of Eagle and SCFC contained in the Merger
Agreement. Morgan Keegan also relied upon management of Eagle and SCFC as to
the reasonableness and achievability of the financial and operating projections
and the assumptions and bases therefore provided to it, and assumed that such
projections, including without limitation, cost savings and operating synergies
from the Merger, reflected the best currently available estimates and judgments
of management of Eagle and SCFC, respectively, and that such projections and
forecasts would be realized in the amounts and time periods then estimated by
management of Eagle and SCFC. Morgan Keegan was not engaged to assess the
achievability of such projections or the assumptions on which they were based
and expresses no view as to such projections or assumptions. Morgan Keegan was
not engaged to, and did not conduct a physical inspection or appraisal of any
of the assets, properties or facilities of either Eagle or SCFC, nor was it
furnished with any such evaluation or appraisal. Morgan Keegan assumed that the
conditions to the Merger as set forth in the Merger Agreement would be
satisfied; and that the Merger would be consummated on a timely basis in the
manner contemplated by the Merger Agreement and that, as contemplated by the
Merger Agreement, the Merger would be accounted for as a pooling of interests.
Morgan Keegan expresses no opinion as to the price or trading range at which
shares of Eagle Stock will trade after the date of its opinion, or upon
completion of the Merger.

The following is a summary of the financial and comparative analyses
performed by Morgan Keegan in connection with its opinion.

Contribution Analysis. Morgan Keegan reviewed certain historical and
projected future financial and operating information for Eagle and SCFC and the
pro forma combined entity resulting from the Merger based on financial
forecasts for Eagle and SCFC. Morgan Keegan analyzed the relative balance sheet
contribution of Eagle and SCFC for certain data to the combined company on a
pro forma basis. This analysis indicated that SCFC would have contributed 17.3%
of combined total assets as of June 30, 1996, and an estimated 17.0% as of
December 31, 1996, 20.2% to combined loans (net of allowances for losses) as of
June 30, 1996, and an estimated 20.3% as of December 31, 1996, 23.0% to
deposits as of June 30, 1996, and an estimated 22.4% as of December 31, 1996,
14.0% to tangible equity as of June 30,

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<PAGE> 39

1996, and an estimated 15.1% as of December 31, 1996. Morgan Keegan also
analyzed the relative income statement contribution of Eagle and SCFC for
certain data to the combined company on a pro forma basis. This analysis
indicated that SCFC would have contributed 21.7% to combined net interest
income for the latest twelve months ("LTM") ended June 30, 1996, and an
estimated 18.0% for the LTM ended December 31, 1996, 21.0% to combined pretax
income for the LTM ended June 30, 1996, and an estimated 22.8% for the LTM
ended December 31, 1996, 20.5% to combined net income for the LTM ended June
30, 1996, and an estimated 19.5% for the LTM ended December 31, 1996. At an
exchange ratio of 1.224 of Eagle Stock for each share of SCFC Stock, the
holders of outstanding SCFC Common Stock would own approximately 19.9% of Eagle
on a fully diluted basis.

Comparable Company Analysis. Morgan Keegan reviewed and compared
certain financial information relating to SCFC to corresponding financial
information, public market multiples and ratios for eight publicly traded
companies that Morgan Keegan deemed to be comparable to SCFC. The companies
which Morgan Keegan used for purposes of this analysis were Bank of South
Carolina, Carolina Southern Bank, Central and Southern, Community Financial
Group, First Alliance Bancorp, First Patriot Bankshares, Savannah Bancorp, and
Summitt Financial Corporation (collectively, the "Comparable Companies").
Morgan Keegan calculated a range of market multiples for the Comparable
Companies by dividing market value as of October 7, 1996 by each such company's
LTM earnings per share ("EPS"), an average of each company's three most recent
fiscal year EPS, and latest reported tangible book. This analysis indicated
that the price per share to earnings multiples ("P/E") for LTM EPS for such
comparable companies ranged from 9.6x to 31.8x, with a mean of 16.4x and a
median of 14.8x, and a three year average EPS that ranged from 14.5x to 36.9x
with a mean of 24.8x and a median of 24.7x. As of the latest reported balance
sheet, Morgan Keegan's analyses of the Comparable Companies indicated market
value multiples of tangible book value that ranged from 1.1x to 1.9x, with a
mean of 1.6x and a median of 1.7x. For the LTM results, Morgan Keegan also
compared certain ratios (including, among other things, return on average
assets, return on average equity, and net interest margin) of the Comparable
Companies to SCFC. Morgan Keegan calculated ranges of indicative equity values
for SCFC based upon the comparable company multiples, and for SCFC assuming a
21.1% control premium. The median indicative equity values were $24.3 million
in respect of LTM EPS, $20.1 million in respect of a three year average EPS,
and $19.6 million in respect of tangible book value.

Analysis of Selected Comparable Mergers and Acquisitions. In order to
assess market pricing for comparable mergers, Morgan Keegan reviewed overall
mergers and acquisitions for Southeastern banks and thrifts and identified
selected transactions occurring in major metropolitan areas. Morgan Keegan
selected transactions occurring between 1994 and the present with publicly
available financial information to analyze the basis of the purchase prices and
multiples paid. No transaction was considered identical to the Merger;
therefor, the medians of the overall transaction multiples were considered more
relevant than the multiples for any specific transaction. Morgan Keegan
calculated market value multiples of LTM net income ranging from 9.5x to 42.8x,
with a mean of 20.9x and a median of 18.1x, latest reported tangible book value
ranging from .94x to 3.65x, with a mean of 1.97x and a median of 1.93x, and
premium to core deposits range of -.5% to 22.0%, with a mean of 10.3% and a
median of 10.0%. Morgan Keegan applied these multiples to SCFC and calculated
median indicative equity values of $24.5 million in respect of SCFC's net
income for the LTM ended June 30, 1996, $17.9 million in respect of tangible
book value and $19.5 million in respect of tangible book premium to core
deposits.

No company or transaction used in the comparable companies and
comparable transactions analyses for comparative purposes is identical to
Eagle, SCFC or the Merger. Accordingly, an analysis of the

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<PAGE> 40

results of the foregoing necessarily involves complex considerations and
judgments concerning differences in financial and operating characteristics of
the companies and other factors. Mathematical analysis (such as determining the
average or median) is not, in itself, a meaningful method of using comparable
company or transaction data.

Discounted Cash Flow Analysis. Morgan Keegan performed a discounted
cash flow analysis of the projected cash flow available for dividends of SCFC
for fiscal years 1996 through 2000, based on projections provided by SCFC
management. Using this information, Morgan Keegan calculated a range of equity
values for SCFC based on the sum of (i) the present value of the cash flow
available of SCFC and (ii) the present value of the estimated terminal value
for SCFC assuming that it was sold at the end of fiscal year 2000. In
performing its discounted cash flow analysis, Morgan Keegan assumed, among
other things, discount rates of 12.5% to 17.5% and terminal multiples of net
income of 14.0x to 15.0x. Those discount rates and terminal multiples reflect
Morgan Keegan's qualitative judgments concerning the specific risk associated
with such an investment and the historical and projected operating performance
of SCFC. This analysis resulted in a range of equity values for SCFC of $17.4
million to $25.0 million, or $18.51 to $26.00 per share.

Pro Forma Merger Analysis. Morgan Keegan prepared pro forma analyses
of the financial impact of the Merger. Using projections for Eagle and SCFC
for the years ending March 31, 1997 and 1998, Morgan Keegan compared the EPS of
Eagle Stock, on a stand alone basis, to the pro forma EPS of Eagle subsequent
to the Merger. Based on this analysis, the proposed transaction would be
accretive to Eagle stockholders in 1997 and 1998 on a per share basis.

The foregoing summary set forth above does not purport to be a
complete description of such presentation by Morgan Keegan to Eagle's Board of
Directors or of the analyses performed by Morgan Keegan. The preparation of a
fairness opinion is not necessarily susceptible to partial analysis or summary
description. Morgan Keegan believes that its analyses and the summary set forth
above must be considered as a whole and that selecting portions of its
analyses, without considering all analyses, or of the above summary, without
considering all factors and analyses, would create an incomplete view of the
process underlying the analyses set forth in its opinion. In addition, Morgan
Keegan may have deemed various assumptions more or less probable than other
assumptions, so that the ranges of valuations resulting from any particular
analysis described above should not be taken to represent the actual value of
Eagle or the combined company.

In performing its analyses, Morgan Keegan made numerous assumptions
with respect to industry performance, general business and economic conditions
and other matters, many of which are beyond the control of Eagle or SCFC. The
analyses performed by Morgan Keegan are not necesarily indicative of actual
values or actual future results, which may be significantly more or less
favorable than suggested by such analyses. Such analyses were prepared solely
as part of Morgan Keegan's analysis of the fairness, from a financial point of
view, of the consideration to be paid by Eagle and were discussed with Eagle's
Board of Directors at its October 8, 1996 meeting. The analyses do not purport
to be appraisals or to reflect the prices at which a company might actually be
sold or the prices at which any securities may trade at the present time or at
any time in the future. In addition, as described above, Morgan Keegan's
presentation to Eagle's Board of Directors and its opinion was one of many
factors taken into consideration by the Board in making its determination to
approve the Merger Agreement and the transactions contemplated thereby.

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<PAGE> 41

Eagle has agreed to pay Morgan Keegan a fee of $50,000 for its opinion
with respect to the Merger, and a fee of $30,000 for Morgan Keegan's advisory
services with respect to the Merger. No portion of Morgan Keegan's fee is
contingent upon the closing of the transaction. Eagle also has agreed to
reimburse Morgan Keegan for its reasonable out-of-pocket expenses and to
indemnify Morgan Keegan against certain liabilities, including liabilities
under the federal securities laws.

SCFC. The Board of Directors of SCFC retained Carson Medlin to render
its opinion as to the fairness of the terms of the Merger to the unaffiliated
stockholders of SCFC from a financial point of view. Carson Medlin is a
National Association of Securities Dealers, Inc. member investment banking firm
that specializes in the securities of southeastern United States financial
institutions. As part of its investment banking activities, Carson Medlin is
regularly engaged in the valuation of southeastern United States financial
institutions and transactions relating to their securities. SCFC selected
Carson Medlin as its financial advisor on the basis of such firm's experience
and expertise in transactions similar to the Merger. Carson Medlin will be
compensated for its services under the terms of an engagement letter dated July
24, 1996.

Carson Medlin delivered its opinion on October 1, 1996 to the Board of
Directors of SCFC stating that the terms of the Merger are fair to the
unaffiliated stockholders of SCFC, from a financial point of view. Carson
Medlin subsequently confirmed such opinion in writing as of the date of this
Joint Proxy Statement/Prospectus. The full text of Carson Medlin's written
opinion is attached as Appendix E to this Joint Proxy Statement/Prospectus and
should be read in its entirety with respect to the procedures followed,
assumptions made, matters considered and qualification and limitations on the
review undertaken by Carson Medlin in connection therewith. The consideration
to be received by SCFC stockholders in connection with the Merger is the result
of negotiations between SCFC and Eagle. Carson Medlin's opinion is addressed to
SCFC's Board only, and the opinion does not constitute a recommendation to any
SCFC stockholder as to how such stockholder should vote at the SCFC Special
Meeting or as to any other matter. The summary of the opinion of Carson Medlin
set forth in this Joint Proxy Statement/Prospectus is qualified in its entirety
by reference to the full text of such opinion attached as Appendix E.

Carson Medlin has relied upon, without independent verification, the
accuracy and completeness of the information reviewed by it for the purposes of
rendering its opinion. Carson Medlin did not undertake any independent
evaluation or appraisal of the assets and liabilities of SCFC or Eagle, nor was
it furnished with any such appraisals. Carson Medlin assumed that the
financial forecasts reviewed by it have been reasonably prepared on a basis
reflecting the best currently available judgments and estimates of the
managements of SCFC and Eagle, and that such projections will be realized in
the amounts and at the times contemplated thereby. Carson Medlin is not expert
in the evaluation of loan portfolios, underperforming or nonperforming assets,
net charge-offs of such assets or the adequacy of allowances for losses with
respect thereto; has not reviewed any individual credit files; and has assumed
that the loan loss allowances for each of SCFC and Eagle are in the aggregate
adequate to cover such losses. Carson Medlin assumed that the Merger will be
recorded as a pooling of interests under generally accepted accounting
principles. Carson Medlin's opinion is necessarily based on economic, market
and other conditions as in effect on the date of its analysis, and on
information made available to it dated as of various earlier dates.

In connection with rendering its opinion, Carson Medlin performed a
variety of financial analyses. The preparation of a fairness opinion of this
nature involves various determinations as to the most appropriate and relevant
methods of financial analysis and the application of those methods to the
particular circumstances, and, therefore, is not readily susceptible to partial
analysis or summary description. Carson

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Medlin believes that its analyses must be considered together as a whole and
that selecting portions of such analyses and the facts considered therein,
without considering all other factors and analyses, could create an incomplete
view of the analyses and the process underlying Carson Medlin's opinions. In
its analyses, Carson Medlin made numerous assumptions with respect to industry
performance, business and economic conditions, and other matters, many of which
are beyond the control of SCFC and Eagle and which may not be realized. Any
estimates contained in Carson Medlin's analyses are not necessarily predictive
of future results or values, which may be significantly more or less favorable
than such estimates. Estimates of values of companies do not purport to be
appraisals or necessarily reflect the prices at which such companies or their
securities may actually be sold. None of the analyses performed by Carson
Medlin were assigned a greater significance by Carson Medlin than any other.

In connection with rendering its opinion dated the date hereof, Carson
Medlin reviewed (i) the Merger Agreement; (ii) the Annual Reports to
stockholders of SCFC and Eagle; including the audited financial statements for
the five fiscal years ended December 31, 1995 and March 31, 1996, respectively;
(iii) the Proxy Statement of SCFC dated March 22, 1996 for the Annual Meeting
of the Stockholders of SCFC held on April 24, 1996; (iv) the Proxy Statement of
Eagle dated July 11, 1996 for the Annual Meeting of the Stockholders of Eagle
held on August 8, 1996; (v) SCFC's and Eagle's Annual Reports on Form 10-K for
the fiscal years ending December 31, 1995 and March 31, 1996, respectively;
(vi) SCFC's and Eagle's Quarterly Reports on Form 10-Q for the quarter ended
June 30, 1996; (vii) the Thrift Financial Report of Tucker Federal as of June
1996; (viii) the Call Report of SCB as of June 30, 1996; (ix) month end interim
financial statements of SCFC and Eagle after June 30, 1996 up to the date of
this Joint Proxy Statement/Prospectus; (x) a preliminary copy of the Joint
Proxy Statement/Prospectus; and (xi) certain other financial and operating
information with respect to the business, operations and prospects of SCFC and
Eagle.

Carson Medlin also (a) held discussions with members of the senior
management of SCFC and Eagle regarding the historical and current business
operations, financial condition and future prospects of their respective
companies; (b) reviewed the historical market prices and trading activity for
the SCFC Stock and the Eagle Stock and compared them with those of certain
publicly traded companies which it deemed to be relevant; (c) compared the
results of operations of SCFC and Eagle with those of certain publicly traded
companies which it deemed to be relevant; (d) compared the proposed financial
terms of the Merger with the financial terms, to the extent publicly available,
of certain other recent business combinations of commercial banking
organizations and/or thrifts; (e) analyzed the pro forma financial impact of
the Merger on Eagle; and (f) conducted such other studies, analyses, inquiries
and examinations as Carson Medlin deemed appropriate.

The following is a summary of selected analyses performed by Carson
Medlin in connection with its opinion.

Stock Trading History. Carson Medlin examined the history of the
trading prices for the Eagle Stock and the relationship between movements of
such stock prices and movements in the Standard & Poor's 500 Index and the
Standard & Poor's Savings and Loan Holding Companies Index.

This analysis showed that for the 5 year period ending March 31, 1996,
the increase in the market value of the Eagle Stock (including the reinvestment
of cash dividends) was 548% compared to an increase (including dividend
reinvestment) in the Standard & Poor's 500 Index of 198% and an increase of
174% in the Standard & Poor's Savings and Loan Holding Companies Index. During
the five year period

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examined, the equities market increased its valuation of Eagle considerably
more than that of other thrifts and the overall market.

The analysis showed furthermore that for the 3 year period ending
March 31, 1996, the increase in the market value of the Eagle Stock (including
the reinvestment of cash dividends) was 96% compared to an increase (including
dividend reinvestment) in the Standard & Poor's 500 Index of 55% and an
increase of 36% in the Standard & Poor's Savings and Loan Holding Companies
Index. During the last three years, the equities market increased its valuation
of Eagle more than for other thrifts and the the overall market.

Carson Medlin also examined the recent trading volume in the Eagle
Stock, which trades on the NASDAQ National Market. Carson Medlin noted that the
number of shares of Eagle Stock outstanding is approximately 4.6 million and
the holders of record of Eagle Stock number approximately 651. From the third
quarter of 1991 through the second quarter of 1996, the reported trading volume
in Eagle Stock averaged approximately 383,000 shares per quarter. Carson Medlin
also noted that approximately six securities firms actively make a market in
the Eagle Stock. Carson Medlin considers Eagle Stock to be liquid and
marketable in comparison with other community banks and thrifts.

Carson Medlin also compared Eagle's stock price performance during the
period 1994 to 1996 to the historical stock prices of eighteen other
publicly-traded thrifts in Alabama, Florida, Georgia, North Carolina, South
Carolina, and Virginia (the "STR Thrifts") as contained in the Southeastern
Thrift Review(TM) (the "Thrift Review"), a proprietary research publication
published by Carson Medlin quarterly since 1994. The STR Thrifts range in asset
size from approximately $134 million to $1.5 billion and in stockholders'
equity from approximately $15 million to $112 million. All STR Thrifts are
listed either on NASDAQ or another established market. Carson Medlin considers
this group of financial institutions more comparable to Eagle than larger, more
widely-traded regional financial institutions with respect to financial
characteristics and stock price performance and trading volume.

During the four quarters ending June 30, 1996, the ratio of stock
price to latest twelve month trailing earnings for STR Thrifts in the six-state
southeastern region was: low 12.8x, high 14.6x, mean 13.5x. Eagle's recent
price to earnings ratio ranged from a low of 10.1x to a high of 13.4x with a
mean of 11.5x. The Eagle Stock has traded on average at a lower price to
earnings ratio than the STR Thrifts.

During the four quarters ending June 30, 1996, the stock price as a
percentage of book value for STR Thrifts in the Southeast was: low 114%, high
121%, mean 118%. Eagle's recent price to book ratio ranged from a low of 126%
to a high of 166% with a mean of 142%. The Eagle Stock has traded on average at
a higher price to book value ratio than the STR Thrifts.

Industry Comparative Analysis. In connection with rendering its
opinion, Carson Medlin compared selected operating results of SCFC to those of
certain other community banks (the "SIBR Banks") as shown in the Southeastern
Independent Bank Review(TM) ("SIBR"), a proprietary research publication of
Carson Medlin published since 1991. Carson Medlin compared, among other
factors, the profitability, capitalization, deposit growth rate, loan to
deposit ratio, and asset quality of SCFC to that of the SIBR Banks. SCFC's
profitability as measured by returns on average assets and average equity is
lower than the average SIBR Bank. SCFC has a lower level of total assets and
stockholders' equity than the average SIBR Bank.

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Carson Medlin also compared selected operating results of Eagle to a
peer group of three STR Thrifts (American Federal Bank, FSB, Greenville, South
Carolina, First Financial Holdings, Inc., Charleston, South Carolina, and First
Liberty Financial, Macon, Georgia) located in the Southeast ("SE Peers"). Eagle
is smaller in terms of assets and market capitalization than the three SE
Peers. Eagle's profitability as measured by returns on average assets and
equity has recently been below the SE Peers while capitalization and
nonperforming assets ratios have been higher than the SE Peers.

Comparable Transaction Analysis. Carson Medlin reviewed certain
transactions involving the acquisition of Georgia commercial banks for which
Carson Medlin could determine that (i) the transaction was announced between
January 1, 1993 and August 31, 1996; and (ii) the terms of the transaction were
publicly announced ("Georgia Comparables"). That search resulted in an analysis
of the terms of nineteen transactions. Carson Medlin considered, among other
factors, the earnings, capital level, asset size and quality of assets of the
acquired financial institutions. Carson Medlin compared the transaction prices
to trailing four quarters earnings, tangible book value, total assets and core
deposits.

On the basis of these transactions, Carson Medlin calculated a range
of purchase prices as a percentage of book value for the Georgia Comparables of
from a low of 165.4% to a high of 303.8%, with a mean of 207.2%. These
transactions indicate a range of aggregate value (based on the June 30, 1996
book value, adjusted for the pro forma exercise of SCFC stock options) for SCFC
of from $18.1 million to $33.3 million, with a mean of $22.7 million. The
aggregate consideration pursuant to the terms of the Merger Agreement, assuming
a market value for the Eagle Stock of $15.50 per share payable to the
stockholders and optionholders of SCFC (the "Aggregate Consideration") , is
approximately $19.6 million and implies a price to book value multiple for SCFC
(as of June 30, 1996, assuming the pro forma exercise of SCFC stock options) of
179%, which is below the average for the Georgia Comparables.

Carson Medlin calculated a range of purchase prices as a multiple of
earnings for the Georgia Comparables of from a low of 12X to a high of 22.1X,
with a mean of 16.9X. These transactions indicate a range of aggregate value
(based on trailing six months net income (annualized) of $1.2 million) for SCFC
of from $14.7 million to $27.2 million, with a mean of $20.8 million. The
Aggregate Consideration pursuant to the terms of the Merger Agreement is
approximately $19.6 million and implies a price to earnings multiple of 15.9X,
which falls slightly below the average for the Georgia Comparables.

Carson Medlin calculated the core deposit premiums (the excess of the
purchase premiums over stated book value compared to core deposits) for the
Georgia Comparables and found a range of values of from a low of 7.8% to a high
of 24.9%, with a mean of 13.1%. These transactions indicate a range of
aggregate value (based on June 30, 1996 core deposits of $101.9 million) for
SCFC of from $18.9 million to $36.3 million, with a mean of $24.3 million. The
premium on SCFC's core deposits as of June 30, 1996 pursuant to the terms of
the Merger Agreement is 8.5%, below the average core deposit premium for the
Georgia Comparables.

Finally, Carson Medlin calculated a range of purchase prices as a
percentage of total assets for the Georgia Comparables of from a low of 13.1%
to a high of 29.5%, with a mean of 19.1%. The range of aggregate value for SCFC
(based on June 30, 1996 total assets of $129.6 million) indicated by the price
to assets approach is from $17.0 million to $38.2 million, with a mean value of
$24.8 million. The Aggregate Consideration of $19.6 million as a percentage of
SCFC's total assets implied by the terms of the Merger Agreement is
approximately 15.1% and falls below the average for the Georgia Comparables.

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No company or transaction used in the preceding Industry Comparative
or Comparable Transaction Analyses as a comparison is identical to SCFC, Eagle
or the Merger. Accordingly, evaluating the results of these analyses
necessarily involves complex considerations and judgments concerning
differences in financial and operating characteristics of SCFC and Eagle and
other factors that could affect the value of the companies to which they are
being compared. Mathematical analysis (such as determining the average or
median) is not, in itself, a meaningful method of using comparable industry or
transaction data.

Review of Investment Research on Eagle. Carson Medlin reviewed
investment research reports on Eagle produced by certain investment firms.
These reports have recently been generally positive with regard to Eagle's
operations and future prospects.

Present Value Analysis. Carson Medlin calculated the present value of
SCFC Stock on the basis of SCFC: (i) remaining an independent bank; (ii)
growing in the range of 9% to 14% per year for five years; (iii) increasing its
profitability from 0.96% ROA in the current year to 1.00% in the second year
and maintaining that level of profitability; (iv) paying cash dividends of $200
thousand in the current year, increasing gradually each year to $350 thousand
in the fifth year; and (v) being acquired for 200% of then book value at the
end of year five. The analysis used discount rates of 16% to 18%, a range that
Carson Medlin considers appropriate for equity investments in small banking
concerns such as SCFC. On the basis of these various assumptions, Carson Medlin
calculated a present value of SCFC on a stand-alone basis ranging from $14.5
million to $15.7 million. The Aggregate Consideration pursuant to the terms of
the Merger Agreement is $19.6 million, more than the values for SCFC indicated
by the present value analysis.

Contribution Analysis. According to the terms of the Merger Agreement,
the stockholders and optionholders of SCFC will receive from 1,188,108 to
1,352,726 shares of Eagle Common Stock, assuming the Eagle Common Stock Per
Share Price is not below $14.00 or above $17.50. At June 30, 1996, there were
4,552,231 shares of Eagle Common Stock outstanding and approximately 272,000
shares were reserved for outstanding stock options. Accordingly, on a pro forma
basis, as of June 30, 1996, holders of SCFC would hold from approximately 19.8%
to approximately 21.9% of the outstanding shares and options of Eagle
subsequent to the Merger.

Carson Medlin analyzed the contribution of each of SCFC and Eagle to
the assets and liabilities of the pro forma combined company as of June 30,
1996 and various income statement accounts for recent periods. At June 30, 1996
on a pro forma basis, SCFC would contribute 16% of earning assets, 17% of total
assets, 23% of total deposits, and 14% of total stockholders' equity. For the
three months ending June 30, 1996, SCFC would have contributed 17% of interest
income, 20% of net interest income, 19% of core earnings, 24% of pre tax
income, and 22% of net income on a pro forma basis. Compared to Eagle, SCFC is
contributing relatively less in earning assets, total assets, stockholders'
equity, net interest income, and core earnings and relatively more in total
deposits, pretax income and net income.

Dilution Analysis. Carson Medlin evaluated the potential impact of the
Merger on Eagle's earnings and common stockholders' equity per share. Based on
certain assumptions as to the future profitability of SCFC and Eagle and
assuming an Eagle Stock Price of $15.50 per share, Carson Medlin estimated that
Eagle's pro forma common stockholders' equity per share as of June 30, 1996
would be diluted by approximately 5.34% and that Eagle's estimated earnings per
common share (fiscal year ending March 31, 1997) would be diluted by
approximately 5.79%. Carson Medlin considers such levels of pro forma dilution
of per share values to be acceptable for transactions such as the Merger.

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Stockholder Claims Analysis. Carson Medlin compared the ownership of
one share of SCFC Stock to the ownership of from 1.162 and 1.323 shares of
Eagle Stock (as implied by the terms of the Merger Agreement) from the
perspective of claims on various balance sheet and income statement variables.
Assuming an Eagle Stock Price of $15.50 per share, Carson Medlin found that
SCFC stockholders would have a claim to $1.63 per SCFC share of estimated pro
forma 1996 earnings after consummation of the Merger versus $1.43 without the
Merger and $166.27 per SCFC share in total assets compared to $154.68 without
the Merger. Furthermore, SCFC stockholders would have a claim to $14.72 in June
30, 1996 pro forma book value per SCFC share compared to $11.07 before the
Merger and market value per SCFC share of $19.18 per SCFC share compared to an
estimated $13.84 before the Merger. Furthermore, SCFC stockholders would be
expected, assuming continuation of Eagle's recent dividend rate, to receive
cash dividends at the annual rate of $.58 per SCFC share after the Merger
versus $.25 per SCFC share prior to the Merger. In view of this comparison,
Carson Medlin concluded that between 1.162 and 1.323 shares of Eagle Stock is
likely to be worth more than one share of SCFC Stock at the date of
consummation of the Merger.

The opinions expressed by Carson Medlin were based upon market,
economic and other relevant considerations as they existed and have been
evaluated as of the date of the opinions. Events occurring after the date of
issuance of the opinions, including but not limited to, changes affecting the
securities markets, the results of operations or material changes in the assets
or liabilities of SCFC could materially affect the assumptions used in
preparing the opinions.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The federal income tax summary set forth below is included for general
information only. The summary describes the material federal income tax
consequences of the Merger; the federal income tax consequences to SCFC's
stockholders as a result of the Merger; and the federal income tax consequences
of ownership of Eagle Stock. The summary, except where noted, deals only with
Eagle Stock held as capital assets by United States holders and does not deal
with holders subject to special treatment under federal income tax law (i.e.,
it may not be applicable to certain classes of taxpayers, including insurance
companies, securities dealers, financial institutions and foreign persons).
Furthermore, the discussion below is based upon the provisions of the Code,
regulations, rulings and judicial decisions thereunder as of the date of this
Joint Proxy Statement/Prospectus, and such authorities may be repealed,
revoked, or modified so as to result in federal income tax consequences
different from those discussed below. Additionally, it cannot be predicted
whether or when new tax legislation will be enacted and, if enacted, how such
legislation would impact the federal income tax consequences to SCFC's
stockholders. A more detailed summary of these federal income tax consequences
is included in the opinion letter issued by Long, Aldridge & Norman, LLP to
Eagle and SCFC which is incorporated in this document and attached as Appendix
C.

This summary is for general information only and is not a
comprehensive analysis of applicable federal income tax laws. In addition, no
information is provided with respect to the tax consequences under foreign,
state or local laws.

SCFC STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS
CONCERNING THE FEDERAL INCOME TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR
SITUATIONS, AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER
TAXING JURISDICTION AND PROSPECTS FOR ENACTMENT OF FUTURE FEDERAL INCOME TAX
LEGISLATION.

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Federal Income Tax Consequences of the Proposed Merger.

Long, Aldridge & Norman, LLP has delivered its opinion that the Merger
qualifies as a tax-free reorganization as defined in Section 368(a)(1)(A) of
the Code. In delivering its opinion, Long, Aldridge & Norman, LLP has received
and relied upon certain representations of Eagle and SCFC. The opinion is based
upon certain assumptions, including the assumption that there is no plan or
intention on the part of the SCFC stockholders to sell or dispose of Eagle
Stock that would reduce the SCFC stockholders' holdings in Eagle stock received
in the Merger to a number of shares having, in the aggregate, a fair market
value of less than 50% of the total fair market value of the SCFC Stock
outstanding immediately upon the Merger. IF FOR ANY REASON THE REPRESENTATIONS
OR ASSUMPTIONS UPON WHICH COUNSEL'S OPINION ARE PREDICATED CEASE TO BE TRUE,
THEN COUNSEL'S OPINION WOULD NOT LONGER BE APPLICABLE.

Neither SCFC or Eagle intends to seek a ruling from the Internal
Revenue Service (the "IRS") as to the federal income tax consequences of the
Merger. SCFC's stockholders should be aware that the opinion will not be
binding on the IRS or the courts. SCFC's stockholders also should be aware that
some of the tax consequences of the Merger are governed by provisions of the
Code as to which there are no final regulations and little or no judicial or
administrative guidance. There can be no assurance that future legislation,
administrative rulings, or court decisions will not adversely affect the
accuracy of the statements contained herein.

Among other things, the following discussion is based on SCFC's
stockholders maintaining sufficient equity ownership interest in Eagle after
the Merger. The IRS takes the position for purposes of issuing an advance
ruling on a reorganization that the stockholders of an acquired corporation
(i.e., SCFC) must maintain a continuing equity ownership interest in the
acquiring corporation (i.e., Eagle) equal, in terms of value, to at least 50%
of their interest in such acquired corporation. For this purpose, shares of
SCFC Stock exchanged for cash in lieu of fractional shares of Eagle Stock and
shares owned by stockholders exercising dissenters' rights will be treated as
outstanding shares of SCFC Stock. Moreover, shares of SCFC Stock and Eagle
Stock held by SCFC stockholders and otherwise sold, redeemed or disposed of
prior or subsequent to the Merger may be taken into account in determining
whether the requirement with respect to continuing equity ownership of Eagle
Stock is met by SCFC's stockholders. Further qualifications and clarifications
to the tax treatment of the Merger are set forth in Long, Aldridge & Norman,
LLP's tax opinion to Eagle and SCFC attached as Appendix C hereto.

Federal Income Tax Consequences to SCFC Stockholders.

Set forth below is a summary of certain tax consequences of the
Merger, assuming in each case that the Merger constitutes a tax-free
reorganization as defined in Section 368(a)(1)(A) of the Code:

Consequences to SCFC Stockholders Who Receive Eagle Stock. A
stockholder who receives only Eagle Stock in exchange for his or her shares of
SCFC Stock will recognize no gain or loss upon the exchange of such stock.

Consequences to Dissenting Stockholders Who Receive Cash Only. A
Dissenting Stockholder who receives only cash for his or her shares of SCFC
Stock will recognize gain or loss for federal income tax purposes measured by
the difference, if any, between the total cash received for the SCFC Stock and
such holder's basis in his or her SCFC Stock. The gain or loss will be
characterized for federal income tax purposes as capital gain or loss if the
holder's shares of SCFC Stock were held as capital assets.

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Basis of Eagle Stock. The basis of the total amount of Eagle Stock
received by a SCFC stockholder who receives only Eagle Stock will be identical
to the basis of the total amount of SCFC Stock exchanged.

Holding Period. The holding period for federal income tax purposes of
the Eagle Stock received by a SCFC stockholder will include the holding period
for the SCFC Stock exchanged.

Federal Income Tax Consequences of Ownership of Eagle Stock Issued in the
Merger.

Dividends on the Eagle Stock. Distributions on the shares of Eagle
Stock will constitute dividends for federal income tax purposes to the extent
of Eagle's current or accumulated earnings and profits (as determined under
federal income tax principles).

Eagle expects that its current and accumulated earnings and profits
will be such that all distributions made with respect to the shares of Eagle
Stock will qualify as dividends for federal income tax purposes. Nevertheless,
any distributions on the shares of Eagle Stock in excess of Eagle's current and
accumulated earnings and profits will, to that extent, not be treated as a
dividend. Such excess will generally be treated for federal income tax purposes
as a tax-free return of capital to the extent of a holder's basis in its shares
of Eagle Stock. Any distribution on the shares of Eagle Stock in excess of
Eagle's current and accumulated earnings and profits and in excess of the
holder's basis in his or her shares of Eagle Stock generally will be treated as
a long or short term capital gain. Distributions that are treated as a return
of capital reduce a holder's basis in the shares of Eagle Stock and may subject
the holder to the payment of tax, at long or short term capital gain rates,
when distributions are made in excess of the holder's remaining basis in its
shares of Eagle Stock or if there is a subsequent sale or redemption of the
holder's Eagle Stock.

Sale or Exchange of Eagle Stock. The sale or exchange of Eagle Stock
for cash will be a taxable event resulting in taxable gain or loss equal to the
difference between the amount of proceeds received and the holder's tax basis
in the Eagle Stock sold. Such gain will be capital gain or loss if Eagle Stock
was held as a capital asset and will be long-term capital gain or loss if the
holding period for the Eagle Stock is more than one year.

Information Reporting and Backup Withholding Requirement. Eagle will
be required to file information returns with the Internal Revenue Service with
respect to payments of dividends on the Eagle Stock. Holders of Eagle Stock who
fail to provide Eagle with their proper taxpayer identification numbers may
become subject to 31% "backup withholding" on the payment of dividends. Backup
withholding does not constitute an additional tax and may be credited against
the holder's regular income tax liability.

Effect if Merger is not a Tax-Free Reorganization. If, notwithstanding
counsel's opinion, the IRS successfully determines that the Merger is a taxable
transaction, the Merger would likely be treated as a taxable sale by the SCFC
stockholders of their SCFC Stock to Eagle for the Merger Consideration. Each
exchanging SCFC stockholder will be required to recognize capital gain or loss,
provided the shares of SCFC Stock surrendered in the Merger were held as
capital assets at the Effective Time, equal to the difference between the fair
market value of the Eagle Stock plus the cash received and the adjusted tax
basis of the shares of SCFC Stock surrendered. The gain, if any, would be
required to be reported by each SCFC stockholder in the tax year in which the
Merger occurs. However, even if the Merger is such a taxable transaction, a
SCFC stockholder would generally not have a taxable gain on the transaction
unless

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his tax basis is lower than the value of the shares of Eagle Stock such SCFC
stockholder receives in the Merger.

REGULATORY APPROVALS

The Mergers are subject to the prior approval (or waiver of the
approval requirements) by the OTS and DBF. Eagle has filed all applications
required to be filed with the OTS and DBF in connection with the Mergers.

SUMMARY OF CERTAIN PROVISIONS OF THE MERGER AGREEMENT

Conditions to the Mergers. The obligation of Eagle, SCFC and SCB to
consummate the Mergers are subject to the satisfaction or waiver of certain
conditions including: (i) the Merger Agreement and the transactions
contemplated thereby shall have been approved by holders of a majority of the
outstanding shares of Eagle Stock and SCFC Stock entitled to vote thereon; (ii)
the required regulatory approvals, including those described under "Regulatory
Approvals" above shall have been received; (iii) each party shall have received
any required consents of third parties; (iv) the Registration Statement of
which this Joint Proxy Statement/Prospectus is a part shall have been declared
effective by the Commission and shall not be subject to a stop order or
threatened stop order; (v) SCFC shall have suffered no material adverse change
since December 31, 1995; (vi) each party's representations and warranties shall
remain true in all material respects, and each party shall have performed in
all material respects all of the agreements and covenants to be performed by it
pursuant to the Merger Agreement, (vii) no suit, investigation, action or other
proceeding shall be pending or overtly threatened against Eagle, SCFC or SCB
which has resulted in the restraint or prohibition of any such party, or could
result in the obtaining of material damages or other relief from such parties,
in connection with the Merger Agreement or the consummation of the transactions
contemplated thereby; (viii) neither SCFC nor SCB shall be party to any
employment or similar agreements; (ix) neither SCFC, SCB nor Eagle shall have
received notification of demands from Dissenting Stockholders holding an
aggregate of 10% or more of the outstanding SCFC Stock, and all periods for
such notification under the GBCC shall have expired; and (x) Eagle shall have
received the written opinion of Arthur Andersen LLP stating that the Merger
qualifies for pooling of interests accounting treatment.

No assurances can be provided as to when or if all of the conditions
precedent to the Mergers can or will be satisfied or waived by the appropriate
party. As of the date of this Joint Proxy Statement/Prospectus, the parties
know of no reason to believe that any of the conditions set forth above will
not be satisfied.

The conditions to consummation of the Mergers may be waived in
writing, in whole or in part, to the extent permissible under applicable law,
by the party for whose benefit the condition has been imposed, without the
approval of the Eagle or SCFC stockholders. See "Amendment, Waiver and
Termination" below.

Pursuant to the Merger Agreement, a majority of the directors of SCFC
and SCB executed an agreement to vote his shares of SCFC Stock in favor of the
Merger Agreement and the transactions contemplated thereby and, unless a
majority of the full Board of Directors determines based upon the facts and
circumstances then in existence and upon an opinion of counsel that it would be
a breach of their fiduciary duties as directors to publicly support the Merger
Agreement and the transactions contemplated

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thereby, will publicly support the Merger Agreement and such transactions. Each
director who did not execute the agreement contemplated above executed an
agreement that such director will not publicly oppose the Merger Agreement and
the transactions contemplated thereby and will not exercise his dissenters'
rights in connection with such transactions. Each director of SCFC and SCB and
each "affiliate" (as such term is used in Rule 145 of the Commission under the
Securities Act) of SCFC and SCB also has agreed (A) not to make a
"distribution," within the meaning of Rule 145 under the Securities Act, of the
Eagle Stock that he or she receives in the Merger and will hold such Eagle Stock
subject to the rules and regulations of the Commission thereunder, and (B) not
to sell or otherwise reduce his or her risk relative to any shares of Eagle
Stock acquired in the Merger until financial results covering at least 30 days
of post Merger combined operations have been published.

Conduct of Business Pending the Mergers. SCFC and SCB have agreed in
the Merger Agreement, unless prior consent of Eagle is obtained, and except as
otherwise contemplated by the Merger Agreement, to operate its business only in
the ordinary course in accordance with past practices, to preserve its present
business organization and to maintain its rights and franchises and preserve
its relationship with customers, suppliers and others having business dealings
with it and to take no action that would adversely affect the ability of either
party to perform its covenants and agreements under the Merger Agreement.

SCFC and SCB have agreed in the Merger Agreement not to take certain
actions relating to the operation of its business pending consummation of the
Mergers without the prior approval of Eagle. Accordingly, SCFC and SCB, among
other things, may not (i) purchase or commit to purchase any capital asset
having a purchase price individually or in the aggregate in excess of $10,000,
(ii) increase any salaries, wages or employee benefits except in the ordinary
course of business provided that no such increase shall be in excess of seven
percent of the respective employee's annual compensation from SCB; hire, commit
to hire or terminate any employee except in the ordinary course of business
provided that neither SCFC nor SCB shall hire, commit to hire or terminate any
employee whose annual compensation from SCFC and SCB is or will be $25,000 or
more; or adopt any new employee benefit plan or change any existing employee
benefit plan, (iii) amend its charter document or bylaws, (iv) issue, sell,
redeem, purchase or otherwise acquire or make any changes in its issued and
outstanding capital stock (except upon exercise of SCFC Options previously
granted to employees or directors) or issue any rights to purchase shares of
its capital stock or any security convertible into its capital stock or declare
any dividend or make any other distribution with respect to its capital stock
(v) cancel or forgive any indebtedness owed to SCFC or SCB or modify any such
indebtedness with a principal amount over $50,000 individually or in the
aggregate (vi) amend or terminate any material agreement, (vii) solicit,
entertain any offer for, or sell or agree to sell, or participate in any
business combination with respect to, any of the shares of its capital stock or
all or substantially all of its assets, (viii) change its financial or tax
accounting methods, principles, or practices, (ix) elect any new executive
officers or directors, (x) make any material adjustments in its loan loss
reserves, (xi) incur, assume or guarantee any obligation or liability for
borrowed money (other than advances from the FHLB and repurchase agreements
with North American Money Order Company in the ordinary course of business), or
exchange, refund or renew any outstanding indebtedness of SCFC or SCB in such a
manner as to reduce the principal amount of such indebtedness or increase the
interest rate or balance outstanding, (xii) sell, transfer or otherwise dispose
of any material assets other than investment securities, loans, other real
estate owned and other assets acquired by SCB upon foreclosure and sold in the
ordinary course of business, (xiii) subject any assets to liens or other
encumbrances, excluding liens securing FHLB advances or government deposits in
the ordinary course of business, (xiv) acquire control of any person or entity
other than in connection with foreclosures or investment portfolio management
in the ordinary course of business or acquisitions in SCB's fiduciary capacity,
(xv) enter into or amend any

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employment contract, (xvi) violate or amend any existing policies, or (xvii)
materially change interest rates other than in response to market rates
generally and in accordance with past practice.

In addition, SCFC and SCB have agreed not to solicit, directly or
indirectly, any acquisition proposal from any other person or entity. SCFC also
has agreed not to negotiate with respect to any such proposal, to provide
information to any party making such a proposal or to enter into any agreement
with respect to any such proposal except in a situation where its Board of
Directors has a fiduciary obligation to consider and respond to a bona fide
proposal. SCFC has also agreed to use reasonable efforts to cause its advisors
and other representatives not to engage in any of the foregoing activities.

Amendment, Waiver and Termination. To the extent permitted by law,
Eagle, SCFC and SCB with the approval of their respective Boards of Directors,
may amend the Merger Agreement by written agreement at any time without the
approval of the stockholders of Eagle or SCFC, provided that after the approval
of the Merger Agreement and the transactions contemplated thereby by the
stockholders of Eagle and SCFC, as appropriate, no amendment may decrease or
increase the Merger Consideration to be received by SCFC stockholders without
the requisite approval of the stockholders.

Prior to or at the Effective Time, either Eagle, SCFC or SCB, acting
through its respective Board of Directors, chief executive officer or other
authorized officer, may waive any default in the performance of any term of the
Merger Agreement by the other party, may waive or extend the time for the
fulfillment by the other party of any of such other party's obligations under
the Merger Agreement, and may waive any of the conditions precedent to the
obligations of such party under the Merger Agreement, except any condition
that, if not satisfied, would result in the violation of any applicable law or
governmental regulation.

The Merger Agreement may be terminated, and the Mergers abandoned, at
any time prior to the Effective Time by mutual written consent of Eagle, SCFC
and SCB. In addition, the Merger Agreement may be terminated, and the Mergers
abandoned, prior to the Effective Time (i) by either Eagle or SCFC and SCB if
the other party materially breaches any representation, warranty, covenant or
other agreement contained in the Merger Agreement, and does not cure such
breach within 10 days of the notice of such breach, (ii) by either Eagle or
SCFC and SCB in writing, without liability, if any action by a court,
governmental or regulatory agency prohibits or restrains the consummation of
the Mergers provided that Eagle, SCFC or SCB shall have used their reasonable,
good faith efforts to have any such action lifted, and the same shall not have
been lifted within 30 days after entry, (iii) by Eagle or SCFC if the Merger
has not been consummated by April 30, 1997, (iv) by SCFC, in writing, if the
Eagle Stock Price is less than $14.00 per share, or (v) by Eagle, in writing,
if the Eagle Stock Price is more than $17.50 per share.

STOCK OPTION AGREEMENT

Simultaneous with the execution of the Merger Agreement, Eagle and
SCFC entered into the Option Agreement pursuant to which SCFC granted to Eagle
an unconditional, irrevocable Option to purchase a number of shares of SCFC
Stock equal to up to 19.9% of the issued and outstanding shares of SCFC Stock
at the time of exercise of the Option at a price per share equal to $10.00 (as
adjusted in certain circumstances). Eagle may exercise the Option, in whole or
part, if, but only if, a "Triggering Event" (as defined below) occurs prior to
the occurrence of an "Exercise Termination Event" (as defined below). Each of
the following constitutes an "Exercise Termination Event": (i) the Effective
Time of the Merger; (ii) termination of the Merger Agreement in accordance with
the provisions thereof if the termination

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occurs prior to the occurrence of a Triggering Event; or (iii) the passage of
18 months (subject to adjustment) after termination of the Merger Agreement if
such termination follows the occurrence of a Triggering Event.

The term "Triggering Event" means any of the following events or
transactions: (i) SCFC or SCB, without having received Eagle's prior written
consent, shall have entered into an agreement or announced its intention to
engage in a "Business Combination" (as defined below) with any person or entity
other than Eagle or any of its subsidiaries or the Board of Directors of SCFC
shall have recommended that the SCFC stockholders approve or accept any
Business Combination other than as contemplated by the Merger Agreement; (ii)
any person or entity other than Eagle or its subsidiaries shall have acquired
beneficial ownership or the right to acquire beneficial ownership of 10% or
more of the outstanding shares of SCFC Stock; (iii) the SCFC stockholders shall
not have approved the transactions contemplated by the Merger Agreement at the
SCFC Special Meeting or any adjournment thereof, or such meeting shall not have
been held or shall have been canceled prior to termination of the Merger
Agreement, in either case, after SCFC's Board of Directors withdraws or
modifies (or publicly announces its intention to withdraw or modify or interest
in withdrawing or modifying) its recommendation that the SCFC stockholders
approve the transactions contemplated by the Merger Agreement, or SCFC or SCB,
without having received Eagle's prior written consent, shall have authorized,
recommended, proposed (or publicly announced its intention to authorize,
recommend or propose or interest in authorizing, recommending or proposing) an
agreement to engage in a Business Combination, with any person other than Eagle
or its subsidiaries; (iv) any person other than Eagle or its subsidiaries shall
have made a bona fide offer to SCFC, SCB or SCFC's stockholders to engage in a
Business Combination which offer has not been withdrawn or rejected with 20
days of the date of the offer; (v) SCFC shall have breached any covenant or
obligation contained in the Merger Agreement in anticipation of engaging in a
Business Combination, and such breach would entitle Eagle to terminate the
Merger Agreement; or (vi) any person or entity other than Eagle or any of its
subsidiaries, other than in connection with a transaction to which Eagle has
given its prior written consent, shall have filed an application or notice with
the Federal Reserve Board or other federal or state bank regulatory authority,
which application or notice has been accepted for processing, for approval to
engage in a Business Combination. The term "Business Combination" means (x) a
merger, consolidation, acquisition, combination, share exchange, tender offer,
exchange offer, or any other business combination or similar transaction,
involving SCFC or any subsidiary of SCFC, (y) a purchase, lease or other
acquisition of all or significant amount of the assets or deposits of SCFC or
any subsidiary of SCFC, or (z) a purchase, offer to purchase or other
acquisition (including by way of merger, consolidation, share exchange, tender
offer or otherwise) of securities representing 10% or more of the voting power
of SCFC or any subsidiary of SCFC.

Upon the occurrence of a Triggering Event, Eagle has the right to
require that SCFC repurchase the Option and any outstanding shares of SCFC
Stock issued pursuant to the exercise of the Option from Eagle at an aggregate
purchase price of $1,000,000 plus the amount previously paid by Eagle upon
exercise of the Option.

EXPENSES AND FEES

The Merger Agreement provides that each party shall be responsible for
its own expenses and fees incurred in connection with the transactions
contemplated by the Merger Agreement. If the Merger Agreement is terminated as
a result of any knowing, willful or negligent act or omission to act by the
other party or any director (acting in any capacity), officer, employee, agent
or advisor of the other party, such

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party shall reimburse the damaged party all fees and expenses paid to third
parties in connection with the Merger Agreement.

ACCOUNTING TREATMENT

The Merger will be accounted for as a pooling of interests transaction
in accordance with generally accepted accounting principles, which, among other
things, require that the number of shares of SCFC Stock exchanged in the Merger
for cash pursuant to the exercise of dissenters' rights or in lieu of
fractional shares not exceed 10% of the outstanding shares of SCFC Stock. Under
pooling of interests accounting, the assets and liabilities of SCFC as of the
Effective Time are recorded at their recorded book values and added to those of
Eagle, and the stockholders' equity of SCFC will be combined in Eagle's
consolidated balance sheet. Financial statements issued after consummation of
the Merger will be restated retroactively to reflect the consolidated
historical financial position and results of operations of Eagle and SCFC as if
the Merger was effected prior to the periods covered by the financial
statements. See "Pro Forma Combined Condensed Financial Data."

RESTRICTIONS ON RESALES OF EAGLE STOCK

The shares of Eagle Stock to be issued in connection with the Merger
have been registered under the Securities Act. Consequently, such shares will
be freely transferable under the Securities Act, except for shares issued to
any stockholder who may be deemed to be an "affiliate" (generally including,
without limitation, directors, certain executive officers, and beneficial
owners of 10% or more of any class of capital stock) of SCFC or Eagle for
purposes of Rule 145 under the Securities Act as of the date of the appropriate
Special Meeting. Such affiliates may not sell their shares of Eagle Stock
acquired in connection with the Merger except pursuant to an effective
registration statement under the Securities Act or pursuant to the provisions
of Rule 145 or another applicable exemption from the registration requirements
of the Securities Act. Eagle may place restrictive legends on certificates
representing Eagle Stock issued to all persons who are deemed to be
"affiliates" of SCFC or Eagle under Rule 145. In addition, each director and
executive officer of SCFC and SCB has agreed not to sell the shares of Eagle
Stock that he or she receives in connection with the Merger until financial
results covering at least 30 days of post-Merger combined operations have been
published.

The Eagle Stock is listed for trading on the Nasdaq National Market
under the symbol "EBSI."

DISSENTERS' RIGHTS

Pursuant to Sections 14-2-1301 through 14-2-1332, inclusive, of the
GBCC, any SCFC stockholder who desires to receive the "fair value" of his or
her SCFC Stock in cash (a "Dissenting Stockholder") rather than to receive the
Merger Consideration as part of the Merger may do so if he or she complies with
the provisions of the GBCC pertaining to the exercise of dissenters' rights.
The following is a summary of such provisions of the GBCC and is qualified in
its entirety by reference to such provisions, a copy of which is attached as
Appendix B hereto.

The determination of "fair value" necessarily involves matters of
judgment upon which reasonable persons may disagree. No allowance is permitted
for any increase or decrease in the value of the SCFC Stock which may be
attributed to the proposed Merger. Fair value may be less or more than the
Merger Consideration. Prior to announcement of the Merger, the price of SCFC
Stock ranged from $10.00 to

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$15.00 per share. SCFC believes that the fair value of the SCFC Stock, as
defined in the GBCC, is less than $19.177.

The GBCC provides that any Dissenting Stockholder desiring to object
to the Merger and receive payment in cash for his or her SCFC Stock must
deliver, prior to the vote of the SCFC stockholders, written notice of his
intent to demand payment of the fair value of his or her shares of SCFC Stock
if the Merger is effectuated. The notice must be delivered to Southern Crescent
Financial Corp, Attention: Charles M. Buckner, President and Chief Executive
Officer, 1585 Southlake Parkway, Morrow, Georgia 30260. Further, the Dissenting
Stockholder must not vote his or her shares in favor of the Merger Agreement.

If the Merger Agreement and the transactions contemplated thereby are
approved by the SCFC stockholders, SCFC is required to send by registered or
certified mail written notice (the "Dissenters' Notice") to each of the
Dissenting Stockholders who filed a written notice of intent to dissent. The
Dissenters' Notice shall (i) state where the Dissenting Stockholders' First
Payment Demand (as defined below) must be sent and where and when the
Dissenting Stockholders must deposit their SCFC Stock certificates, (ii) state
the date by which SCFC must receive the First Payment Demand, which date shall
be fixed by SCFC and shall not be fewer than 30 nor more than 60 days after the
date the Dissenters' Notice is delivered and (iii) contain a copy of Article 13
of the GBCC relating to dissenters' rights. Any Dissenting Stockholder who
voted for or consented in writing to the Merger Agreement shall not be entitled
to Dissenters' Notice from SCFC or to receive payment of the fair value of his
or her shares of SCFC Stock. SCFC shall send the Dissenters' Notice to each of
the Dissenting Stockholders no later than ten days after the date on which the
SCFC Stockholders vote to authorize the Merger Agreement and the transactions
contemplated thereby. The Dissenters' Notice is to be sent to each Dissenting
Stockholder at his or her address as it appears in the stock transfer books of
SCFC or at such address as the Dissenting Stockholder supplies by notice to
SCFC.

Each Dissenting Stockholder to whom SCFC sends a Dissenter's Notice
must demand payment for his or her shares by written notice to SCFC (the "First
Payment Demand") in accordance with the terms of the Dissenters' Notice. The
First Payment Demand must contain the name and address of the Dissenting
Stockholder, the number of shares as to which the Dissenting Stockholder is
demanding payment (which must be all of the shares of SCFC Stock which he or
she owns) and a demand for payment to the Dissenting Stockholder of the fair
value of his or her shares. In addition, the Dissenting Stockholder must
deposit his or her SCFC Stock certificate(s) with SCFC in accordance with the
terms of the Dissenters' Notice. Any Dissenting Stockholder who does not submit
a First Payment Demand or deposit his or her SCFC Stock certificate(s) at SCFC,
each as set forth in the Dissenters' Notice, shall lose his or her rights to
dissent and shall not be entitled to payment for his or her shares.

Within ten days of the later of the date of the Merger or SCFC's
receipt of the First Payment Demand, SCFC shall offer to pay the Dissenting
Stockholders who have complied with the provisions of the GBCC the amount SCFC
estimates to be the fair value of the shares plus accrued interest. SCFC's
offer of payment shall be accompanied by (i) SCFC's balance sheet as of the
fiscal year ended not more than 16 months before the date of payment, an income
statement for that year, a statement of changes in stockholders' equity for
that year and the latest available interim financial statements, if any; (ii) a
statement of SCFC's estimate of the fair value of the shares; (iii) an
explanation of how the interest was calculated; (iv) a statement of the
Dissenting Stockholder's right to demand payment of a different amount if the
Dissenting Stockholder is dissatisfied with the offer; and (v) a copy of
Article 13 of the GBCC.

-45-
<PAGE> 55

If a Dissenting Stockholder accepts SCFC's offer by providing written
notice to SCFC within 30 days after the date the offer is made or is deemed to
have accepted such offer by failure to respond within said 30 days, SCFC shall
make payment for the Dissenting Stockholder's SCFC Stock within 60 days after
the date SCFC made the offer or the date on which the Merger occurs, whichever
date is later. If a Dissenting Stockholder is dissatisfied with SCFC's offer,
such Dissenting Stockholder may notify SCFC in writing of, and demand payment
of, his or her own estimate of the fair value of his or her shares and the
amount of interest due (the "Second Payment Demand"). A Dissenting Stockholder
waives his or her right to demand payment of a different amount than that
offered by SCFC unless such Dissenting Stockholder makes a Second Payment
Demand within 30 days after the date SCFC makes its offer.

In the event a Dissenting Stockholder's Second Payment Demand remains
unsettled within 60 days after SCFC receives the Dissenting Stockholder's
Second Payment Demand, SCFC shall commence a nonjury equitable valuation
proceeding in the Clayton County Superior Court to determine the fair value of
the shares and accrued interest. SCFC shall make all Dissenting Stockholders
whose Second Payment Demand remains unsettled parties to the court proceeding.
In the proceeding, the court will fix a value of the shares and may appoint one
or more appraisers to receive evidence and recommend a decision on the question
of fair value. If SCFC does not commence the proceeding within 60 days after
receiving the Dissenting Stockholder's Second Payment Demand, SCFC shall pay
each Dissenting Stockholder whose Second Payment Demand remains unsettled the
amount demanded by each such Dissenting Stockholder in his or her Second
Payment Demand.

-46-
<PAGE> 56

PRO FORMA COMBINED CONDENSED FINANCIAL DATA

The following Pro Forma Combined Condensed Balance Sheet as of June
30, 1995 and 1996, assumes the Merger had been completed as of June 30, 1995,
and reflects the assumed consummation of the Merger accounted for as a pooling
of interests as of such date. The following Pro Forma Combined Condensed Income
Statements for the three months ended June 30, 1995 and 1996, and for the years
ended March 31, 1994, 1995 and 1996, assume the Merger had been completed as of
April 1, 1993 and assume both the Minimum Exchange Ratio and the Maximum
Exchange Ratio. The Pro Forma Combined Condensed Income Statements for the
three months ended June 30, 1995 and 1996 and for the years ended March 31,
1994, 1995 and 1996 include the historical consolidated income statements of
Eagle for such periods and of SCFC for the three months ended June 30, 1995 and
1996 and the twelve month periods ended March 31, 1994, 1995 and 1996. The
following pro forma information assumes that no SCFC stockholders exercise
their dissenters' rights. These pro forma combined condensed financial
statements do not reflect any potential savings which may result from the
consolidation of the operations of SCFC. In addition, these pro forma combined
condensed financial statements exclude costs to effect the transaction which
will be expensed when incurred.

The pro forma combined condensed financial data has been prepared
based upon the historical consolidated financial statements of Eagle and SCFC.
The pro forma combined condensed financial statements may not be indicative of
the financial condition or results of operations that actually would have
occurred if the transactions had been in effect on the dates indicated or which
may be obtained in the future.

The pro forma combined condensed financial statements are unaudited
and should be read in conjunction with the historical consolidated financial
statements, including the notes thereto, of Eagle and SCFC, incorporated by
reference herein. See "Incorporation of Certain Information by Reference."

-47-
<PAGE> 57

PRO FORMA COMBINED CONDENSED BALANCE SHEET
AT JUNE 30, 1996
(UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
MINIMUM MAXIMUM
EXCHANGE RATIO EXCHANGE RATIO
------------------------ -----------------------
PRO FORMA PRO FORMA PRO FORMA PRO FORMA
ASSETS EAGLE SCFC ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
------ ----- ---- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Cash and due from banks . . . . . $ 9,376 $ 7,299 $ 16,675 $ 16,675
Interest bearing deposits and
Federal funds sold . . . . . . . 2,575 910 3,485 3,485
Securities available-for-sale . . 77,327 27,258 104,585 104,585
Investment securities held to
maturity . . . . . . . . . . . . 59,437 - 59,437 59,437
Loans held for sale . . . . . . . 94,074 - 94,074 94,074
Loans receivable, net . . . . . . 334,289 84,544 418,833 418,833
Stock in FHLB, at cost . . . . . 7,376 - 7,376 7,376
Premises and equipment, net . . . 11,962 5,038 17,000 17,000
Real estate held for
development and sale . . . . . 14,496 - 14,496 14,496
Real estate acquired in
settlement of loans, net . . . 1,027 - 1,027 1,027
Deferred income taxes . . . . . . 980 - 980 980
Accrued interest receivable . . . 4,359 4,599 8,958 8,958
Other assets . . . . . . . . . . 4,196 - 4,196 4,196
-------- -------- -------- --------
TOTAL ASSETS . . . . . . . . . . $621,474 $129,648 $751,122 $751,122
======== ======== ======== ========
LIABILITIES

Deposits . . . . . . . . . . . . $386,726 $115,433 $502,159 $502,159
FHLB advances and other
borrowings . . . . . . . . . . . 143,401 1,468 144,869 144,869
Drafts outstanding . . . . . . . 26,301 - 26,301 26,301
Accrued expenses and other
liabilities . . . . . . . . . . 7,815 3,449 11,264 11,264
-------- -------- -------- --------
TOTAL LIABILITIES . . . . . . . . $564,243 $120,350 $684,593 $684,593
======== ======== ======== ========

STOCKHOLDERS' EQUITY

Common stock . . . . . . . . . . $ 4,854 $ 843 $ (843)(1) $ 5,834 $ (843)(1) $ 5,969
980 (2) 1,115 (2)
Additional paid-in capital. . . . 28,331 7,608 (7,608)(1) 35,802 (7,608)(1) 35,667
7,471 (2) 7,336 (2)
Retained earnings . . . . . . . . 27,312 1,072 28,384 28,384
Net unrealized gain (loss) on
securities . . . . . . . . . . . (1,094) (178) (1,272) (1,272)
Employee stock ownership plan
note payable . . . . . . . . . . (1,000) - (1,000) (1,000)
Unamortized restricted stock. . . (96) - (96) (96)
Treasury stock at cost. . . . . . (1,076) (47) (1,123) (1,123)
TOTAL STOCKHOLDERS'
EQUITY . . . . . . . . . . . . . $ 57,231 $ 9,298 $ 66,529 $ 66,529
-------- -------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY . . . . . . $621,474 $129,648 $751,122 $751,122
======== ======== ======== ========
</TABLE>

-48-
<PAGE> 58

PRO FORMA COMBINED CONDENSED BALANCE SHEET
AT JUNE 30, 1995
(UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
MINIMUM MAXIMUM
EXCHANGE RATIO EXCHANGE RATIO
------------------------- ------------------------
PRO FORMA PRO FORMA PRO FORMA PRO FORMA
ASSETS EAGLE SCFC ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
----- ---- ------------ --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Cash and due from banks . . . . . $ 7,650 $ 7,144 $ 14,794 $ 14,794
Interest bearing deposits and
Federal funds sold . . . . . . . 85 1,029 1,114 1,114
Securities available-for-sale . . 20,440 6,962 27,402 27,402
Investment securities held to
maturity . . . . . . . . . . . . 56,620 18,958 75,578 75,578
Loans held for sale . . . . . . . 48,369 - 48,369 48,369
Loans receivable, net . . . . . . 319,553 65,410 384,963 384,963
Stock in FHLB, at cost . . . . . 6,291 - 6,291 6,291
Premises and equipment, net . . . 9,161 5,048 14,209 14,209
Real estate held for
development and sale . . . . . . 8,918 - 8,918 8,918
Real estate acquired in
settlement of loans, net . . . . 583 - 583 583
Accrued interest receivable . . . 3,236 3,054 6,290 6,290
Other assets . . . . . . . . . . 4,431 - 4,431 4,431
-------- -------- -------- --------
TOTAL ASSETS . . . . . . . . . . $485,337 $107,605 $592,942 $592,942
======== ======== ======== ========
LIABILITIES

Deposits . . . . . . . . . . . . $305,754 $ 96,960 $402,714 $402,714
FHLB advances and other
borrowings . . . . . . . . . . . 117,125 1,126 118,251 118,251
Drafts outstanding . . . . . . . 20,238 - 20,238 20,238
Accrued expenses and other
liabilities . . . . . . . . . . 7,472 1,255 8,727 8,727
TOTAL LIABILITIES . . . . . . . . $450,589 $ 99,341 $549,930 $549,930
======== ======== ======== ========

STOCKHOLDERS' EQUITY

Common stock . . . . . . . . . . $ 3,414 $ 804 $ (804)(1) $ 4,348 $ (804)(1) $ 4,478
934 (2) 1,064 (2)
Additional paid-in capital . . . 8,216 7,229 (7,229)(1) 15,315 (7,229)(1) 15,185
7,099 (2) 6,969 (2)
Retained earnings . . . . . . . . 24,128 333 24,461 24,461
Net unrealized gain (loss) on
securities . . . . . . . . . . . 319 (67) 252 252
Unamortized restricted stock (253) - (253) (253)
Treasury stock at cost. . . . . . (1,076) (35) (1,111) (1,111)
-------- -------- -------- --------
TOTAL STOCKHOLDERS'
EQUITY . . . . . . . . . . . . . $ 34,748 $ 8,264 $ 43,012 $ 43,012
-------- -------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY . . . . . . . . . . . . . $485,337 $107,605 $592,942 $592,942
======== ======== ======== ========
</TABLE>

-49-
<PAGE> 59

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1996
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MINIMUM MAXIMUM
EXCHANGE RATIO EXCHANGE RATIO
------------------------- -------------------------
PRO FORMA PRO FORMA PRO FORMA PRO FORMA
EAGLE SCFC ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
----- ---- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest income . . . . . . . . $12,728 $2,602 $15,330 $15,330

Interest expense . . . . . . . 6,832 1,152 7,984 7,984
------- ------ ------- -------

Net interest income . . . . . . 5,896 1,450 7,346 7,346

Provision for loan losses . . . 524 - 524 524
------- ------ ------- -------

Net interest income after
provision for loan losses. . . 5,372 1,450 6,822 6,822

Noninterest income . . . . . . 2,430 252 2,682 2,682

Noninterest expense . . . . . . 6,001 1,150 7,151 7,151
------- ------ ------- -------

Income before income taxes. . . 1,801 552 2,353 2,353

Income tax expense . . . . . . 502 193 695 695
------- ------ ------- -------

Net income . . . . . . . . . . $ 1,299 $ 359 $ 1,658 $ 1,658
======= ====== ======= =======

Net income per common share:
Primary . . . . . . . . . . . $ .29 $ .42 $ .30 $ .29
Fully diluted . . . . . . . . $ .29 $ .42 $ .30 $ .29

Average common shares
outstanding:
Primary . . . . . . . . . . . 4,552 864 (864)(3) 5,556 (864)(3) 5,695
1,004 (4) 1,143 (4)

Fully diluted . . . . . . . . 4,552 864 (864)(3) 5,556 (864)(3) 5,695
1,004 (4) 1,143 (4)
</TABLE>

-50-
<PAGE> 60

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1995
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

Interest expense . . . . . . . 5,649 972 6,621 6,621
------- ------ ------- -------

Net interest income . . . . . . 4,343 1,210 5,553 5,553

Provision for loan losses . . . - - - -
------- ------ ------- -------
Net interest income after
provision for loan losses. . . 4,343 1,210 5,553 5,553

Noninterest income . . . . . . 1,696 237 1,933 1,933

Noninterest expense . . . . . . 4,382 1,137 5,519 5,519
------- ------ ------- -------

Income before income taxes. . . 1,657 310 1,967 1,967

Income tax expense . . . . . . 590 109 699 699
------- ------ ------- -------

Net income . . . . . . . . . . $ 1,067 $ 201 $ 1,268 $ 1,268
======= ====== ======= =======

Net income per common share:
Primary . . . . . . . . . . . $ .35 $ .24 $ .31 $ .30
Fully diluted . . . . . . . . $ .35 $ .23 $ .31 $ .30

Average common shares
outstanding:
Primary . . . . . . . . . . . 3,063 843 (843)(3) 4,043 (843)(3) 4,178
980 (4) 1,115 (4)

Fully diluted . . . . . . . . 3,063 872 (872)(3) 4,076 (872)(3) 4,217
1,013 (4) 1,154 (4)
</TABLE>

-51-
<PAGE> 61

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
YEAR ENDED MARCH 31, 1996
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MINIMUM MAXIMUM
EXCHANGE RATIO EXCHANGE RATIO
------------------------ -------------------------
PRO FORMA PRO FORMA PRO FORMA PRO FORMA
EAGLE SCFC ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
----- ---- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest income . . . . . . . . $43,100 $9,525 $52,625 $52,625

Interest expense . . . . . . . 24,607 4,214 28,821 28,821
------- ------ ------- -------

Net interest income . . . . . . 18,493 5,311 23,804 23,804

Provision for loan losses . . . 1,000 - 1,000 1,000
------- ------ ------- -------

Net interest income after
provision for loan losses 17,493 5,311 22,804 22,804

Noninterest income . . . . . . 10,044 1,023 11,067 11,067

Noninterest expense . . . . . . 20,121 4,561 24,682 24,682
------- ------ ------- -------

Income before income taxes 7,416 1,773 9,189 9,189

Income tax expense . . . . . . 2,396 574 2,970 2,970
------- ------ ------- -------

Net income . . . . . . . . . . $ 5,020 $ 1,199 $ 6,219 $ 6,219
======= ======= ======= =======

Net income per common share:
Primary . . . . . . . . . . . $ 1.53 $ 1.36 $ 1.45 $ 1.40
Fully diluted . . . . . . . . $ 1.53 $ 1.36 $ 1.45 $ 1.40

Average common shares
outstanding:
Primary . . . . . . . . . . . 3,278 879 (879)(3) 4,299 (879)(3) 4,441
1,021 (4) 1,163 (4)

Fully diluted . . . . . . . . 3,278 879 (879)(3) 4,299 (879)(3) 4,441
1,021 (4) 1,163 (4)
</TABLE>

-52-
<PAGE> 62

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
YEAR ENDED MARCH 31, 1995
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

Interest expense . . . . . . . 15,631 2,871 18,502 18,502
------- ------ ------- -------

Net interest income . . . . . . 16,711 4,405 21,116 21,116

Provision for loan losses . . . 643 - 643 643
------- ------ ------- -------

Net interest income after
provision for loan losses . . 16,068 4,405 20,473 20,473

Noninterest income . . . . . . 6,347 1,116 7,463 7,463

Noninterest expense . . . . . . 16,035 4,311 20,346 20,346
------- ------ ------- -------

Income before income taxes. . . 6,380 1,210 7,590 7,590

Income tax expense . . . . . . 2,279 431 2,710 2,710
------- ------ ------- -------

Net income . . . . . . . . . . $ 4,101 $ 779 $ 4,880 $ 4,880
======= ====== ======= =======

Net income per common share:
Primary . . . . . . . . . . . $ 1.34 $ .89 $ 1.20 $ 1.16
Fully diluted . . . . . . . . $ 1.34 $ .89 $ 1.20 $ 1.16

Average common shares
outstanding:
Primary . . . . . . . . . . . 3,059 876 (876)(3) 4,077 (876)(3) 4,218
1,018 (4) 1,159 (4)

Fully diluted . . . . . . . . 3,059 876 (876)(3) 4,077 (876)(3) 4,218
1,018 (4) 1,159 (4)
</TABLE>

-53-
<PAGE> 63

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
YEAR ENDED MARCH 31, 1994
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MINIMUM MAXIMUM
EXCHANGE RATIO EXCHANGE RATIO
------------------------ --------------------------
PRO FORMA PRO FORMA PRO FORMA PRO FORMA
EAGLE SCFC ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
------- ------ ----------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest income . . . . . . . $27,529 $4,497 $32,026 $32,026

Interest expense . . . . . . 12,532 1,744 14,276 14,276
------- ------ ------- -------

Net interest income . . . . . 14,997 2,753 17,750 17,750

Provision for loan losses . . 1,000 34 1,034 1,034
------- ------ ------- -------

Net interest income after
provision for loan losses 13,997 2,719 16,716 16,716

Noninterest income . . . . . 9,250 734 9,984 9,984

Noninterest expense . . . . . 14,740 3,006 17,746 17,746
------- ------ ------- -------
Income before income taxes,
extraordinary item and
cumulative effect of change
in accounting principle. . . 8,507 447 8,954 8,954

Income tax expense . . . . . 3,189 196 3,385 3,385
------- ------ ------- -------

Income before extraordinary
item and cumulative effect of
change in accounting
principle . . . . . . . . . 5,318 251 5,569 5,569
------- ------ ------- -------

Extraordinary item . . . . . (427) - (427) (427)

Cumulative effect of change
in accounting for income tax. 320 - 320 320
------- ------ ------- -------

$ 5,211 $ 251 $ 5,462 $ 5,462
======= ====== ======= =======
Net income . . . . . . . . .

Net income per common share:
Primary . . . . . . . . . $ 1.71 $ .33 $ 1.39 $ 1.34
Fully diluted . . . . . . . $ 1.70 $ .33 $ 1.38 $ 1.34

Average common shares
outstanding:
Primary . . . . . . . . . . 3,060 760 (760)(3) 3,943 (760)(3) 4,065
883 (4) 1,005 (4)

Fully diluted . . . . . . . 3,060 760 (760)(3) 3,946 (760)(3) 4,068
883 (4) 1,005 (4)
</TABLE>

-54-
<PAGE> 64

Notes to Pro Forma Combined Financial Statements

(1). To eliminate SCFC Stock.

(2). To record the issuance of shares of Eagle Stock in exchange for all of
the outstanding shares of SCFC Stock with the excess recorded as
additional paid-in capital.

(3). To eliminate the weighted average common shares of SCFC.

(4). To record the weighted average number of shares of Eagle Stock issued in
exchange for SCFC Stock based on the minimum or maximum exchange ratio.

- 55 -

<PAGE> 65

BUSINESS INFORMATION CONCERNING SCFC

SCFC was incorporated under the laws of the State of Georgia on April
27, 1989, for the purpose of becoming a bank holding company for Clayton
National Bank ("CNB"). SCFC completed its initial public offering of SCFC Stock
in March 1990, having received fully paid subscriptions for 600,000 shares of
SCFC Stock. SCFC used $5,000,000 of the proceeds of the offering to acquire all
of the capital stock of CNB. SCFC thereby became the holding company for CNB.

On November 12, 1993, SCFC acquired The Southside Bank and Trust
Company ("Southside"), Union City, Georgia, through a merger (the "Southside
Merger") of CNB with and into Southside. The combined entity operates under the
name "Southern Crescent Bank" and is a state chartered bank organized under the
laws of the State of Georgia. SCB maintains the office previously operated by
CNB in Morrow, Clayton County, Georgia as well as the two offices previously
operated by Southside in Union City and Palmetto (Fulton County), Georgia and
one office located in Jonesboro (Clayton County), Georgia.

SCB's business consists primarily of attracting deposits from the
general public and, with these and other funds, making real estate loans,
consumer loans, business loans, residential and commercial construction loans
and other investments. In addition to deposits, sources of funds for SCB's
loans and other investments include origination and other fees charged on
certain types of loans, amortization and prepayment of loans, sales of loans or
participations in loans, and sales of investment securities. The principal
sources of income for SCB are interest and fees collected on loans and, to a
lesser extent, interest and dividends collected on other investments and
service charges on deposit accounts. The principal expenses of SCB are interest
paid on deposits, employee compensation, office expenses and other overhead
expenses.

For the fiscal year ended December 31, 1995 and the six months ended
June 30, 1996, SCFC recorded consolidated net income of $1.1 million, or $1.27
per share, and $614,408, or $.71 per share, respectively. SCFC's financial
performance has been determined primarily by the results of the operations of
SCB because SCFC's only significant asset is the Common Stock of SCB.

-56-
<PAGE> 66

OWNERSHIP OF SCFC STOCK

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth information concerning the beneficial
ownership of SCFC Stock as of September 3, 1996, for each current director and
executive officer of SCFC and for all current directors and executive officers
as a group. Except as otherwise indicated, the named persons have sole voting
and investment power with regard to the shares shown as owned by such persons.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
------------------- --------
<S> <C> <C> <C>
Larry D. Adams . . . . . . . . . . . . . . . . . 28,327 (2) 3.31%
Charles M. Buckner . . . . . . . . . . . . . . . 36,450 (2) 4.18
Don H. Cagle . . . . . . . . . . . . . . . . . . 24,037 (2) 2.83
John M. Chafin . . . . . . . . . . . . . . . . . 29,708 (2) 3.49
James J. Dalton, II . . . . . . . . . . . . . . . 23,992 (2) 2.82
Allan J. DePoe . . . . . . . . . . . . . . . . . 22,827 (2) 2.68
Hiram C. Folds, Sr. . . . . . . . . . . . . . . . 25,340 (2) 3.02
Roy V. Hall, Jr. . . . . . . . . . . . . . . . . 23,876 (2) 2.81
Carl H. Hodges . . . . . . . . . . . . . . . . . 12,923 (2) 1.53
Joseph W. Hodges, Jr. . . . . . . . . . . . . . . 24,248 (2) 2.85
John T. Mitchell . . . . . . . . . . . . . . . . 38,961 (2) 4.55
Jerry H. Stubbs . . . . . . . . . . . . . . . . . 24,108 (2) 2.83
William F. Waldrop . . . . . . . . . . . . . . . 26,812 (2) 3.15
All current directors and executive
officers as a group (13 persons) . . . . . . . . 334,910 (3) 33.09%
- ---------------
</TABLE>

(1) The stock ownership information shown above has been furnished to SCFC by
the named persons or obtained from information filed with the Commission.
Beneficial ownership as reported in this table has been determined in
accordance with Commission regulations and includes shares of SCFC Stock
that may be acquired within 60 days upon the exercise of outstanding
stock options or warrants.

(2) With regard to Messrs. Adams and Mitchell, the shares shown include in
each case 6,699 shares owned by the Profit Sharing Plan & Trust of
Adams-Mitchell Realty, Inc. over which Messrs. Adams and Mitchell have
joint voting and investment power and 18,102 shares that may be acquired
upon exercise of outstanding SCFC Options; with regard to Mr. Buckner,
the shares shown include 1,801 shares owned by Mr. Buckner's wife and as
to which Mr. Buckner disclaims any beneficial ownership and 31,762 shares
that he may acquire upon exercise of outstanding SCFC Options; with
regard to Mr. Cagle, the shares shown include 1,186 shares owned by Mr.
Cagle's wife and as to which Mr. Cagle disclaims any beneficial
ownership; with regard to Messrs. Cagle, Chafin, Dalton, DePoe, Hall,
Joseph W. Hodges, Jr., Stubbs and Waldrop the shares shown include
12,327 that each such person may acquire upon exercise of outstanding
SCFC Options; with regard to Mr. Dalton, the shares shown also include
11,550 shares owned by Burnett/Dalton Investment Partnership, L.P., a
Georgia limited partnership composed of Mr. Dalton, who is the sole
general partner, Mr. Dalton's wife and certain other family members; with
regard to Mr. Folds, the shares shown include 23,870 shares that Mr.
Folds owns jointly with his wife, an aggregate of 693 shares held by Mr.
Folds as trustee for his minor grandchildren and 777 shares that Mr.
Folds may acquire upon exercise of outstanding SCFC Options; with regard
to Carl H. Hodges, the shares shown include 658 shares owned by Mr.
Hodges' wife and as to which he disclaims any beneficial ownership, 1,790
shares owned by the Hodges & Hodges, P.C. Employee Profit Sharing Trust
over which Mr. Hodges has sole voting power and 6,552 shares that Mr.
Hodges may acquire upon exercise of outstanding SCFC

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Options; with regard to Joseph W. Hodges, Jr., the shares shown also
include 1,443 shares with respect to which he shares voting and
investment power; with regard to Mr. Waldrop, the shares shown also
include 3,465 shares with respect to which he shares voting and
investment power.

(3) The shares shown as owned by all directors and executive officers as a
group include 173,911 shares that may be acquired upon exercise of SCFC
Options. The shares shown also include 35,477 shares with regard to the
directors and executive officers as a group as to which beneficial
ownership is shared and 3,645 shares as to which beneficial ownership is
disclaimed.

PRINCIPAL STOCKHOLDERS

As of September 3, 1996, no person was known to SCFC to be the
beneficial owner of more than 5% of the outstanding SCFC Stock.

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BUSINESS INFORMATION CONCERNING EAGLE

OVERVIEW

Eagle is a metropolitan Atlanta, Georgia based savings and loan
holding company, primarily engaged through its subsidiaries in retail and
mortgage banking with 27 locations in the Southeast. Eagle's principal
subsidiary is Tucker Federal. Based on total assets at June 30, 1996, Tucker
Federal is the largest thrift institution headquartered in metropolitan Atlanta
and operates 11 full service branch offices located in Cherokee, DeKalb, Fulton
and Gwinnett counties, Georgia. Through its subsidiary PrimeEagle, Eagle
operates 16 loan production offices located in Georgia, Florida, North
Carolina, South Carolina and Tennessee. Eagle also engages in real estate
brokerage and development in metropolitan Atlanta.

As a result of the recent acquisitions of banks and thrifts in Atlanta
by large out-of-state bank holding companies, Eagle is now the second largest
independent financial institution holding company headquartered in the
metropolitan Atlanta area based on total assets at June 30, 1996. Because Eagle
is headquartered in its primary market area, Eagle believes it is able to
provide personalized service and local decision making that is typically not
available from financial institutions headquartered out-of-state. As a result,
Eagle believes it is well positioned to serve the banking needs of small
businesses and individuals that consider personalized service and local
decision making to be important aspects of a banking relationship.

Eagle's near-term strategy is to continue to capitalize on certain
opportunities that have been presented by recent consolidations. First, staff
reductions and branch closings at other institutions have enabled Eagle to hire
experienced banking executives. Second, Eagle has acquired a multi-office
mortgage banking company, acquired additional retail deposits and attracted new
customers. Third, Eagle is now in a position to acquire smaller financial
institutions in the metropolitan Atlanta area, which will enable Eagle to
further expand its franchise. Fourth, operating under a federal thrift charter,
the Bank can open or acquire new branches throughout the State of Georgia and
across state lines, including markets in which the Company currently operates
loan production offices. Eagle's long-term strategy is to increase stockholder
value by building franchise value, creating competitive advantages in targeted
business niches, developing additional long-term, customer driven
relationships, and compensating employees based upon bottom line performance.

Since the current management team assumed the leadership of Tucker
Federal in October 1990, total assets of Eagle have increased from $287.5
million at September 30, 1990, to $621.5 million at June 30, 1996. Permanent
single family mortgage loans originated and sold increased from $52.5 million
for the twelve months ended September 30, 1990, to $525.8 million for the
twelve months ended June 30, 1996. During the same period, earnings improved
from a loss of $229,000 to net income of $5.3 million. At October 4, 1996,
officers and directors of Eagle and Tucker Federal's 401(k) Savings and
Employee Stock Ownership Plan (the "ESOP") owned 15.06% of the outstanding
shares of Eagle Stock.

Eagle is continually evaluating acquisition opportunities and
frequently conducts due diligence activities in connection with possible
acquisitions. As a result, acquisition discussions and, in some cases,
negotiations frequently take place and future acquisitions involving cash, debt
or equity securities may occur. Acquisitions typically involve the payment of a
premium over book and market values, and therefore some dilution of Eagle's
book value and/or net income per common share may occur in

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<PAGE> 69

connection with any such future acquisitions. See "Pro Forma Combined Condensed
Financial Information."

RECENT LEGISLATION

On September 30, 1996, President Clinton signed into law the Deposit
Insurance Funds Act of 1996 which contains provisions imposing a special
assessment on federally insured depositary institutions to capitalize the
Savings Association Insurance Fund ("SAIF") and fund Financing Corporation
("FICO") bonds and provisions relating to the merger of the Bank Insurance Fund
("BIF") with the SAIF.

Pursuant to the Act, on October 8, 1996, the Board of Directors of the
FDIC imposed a special assessment on SAIF assessable deposits of each insured
depository institution such as Tucker Federal in an amount that will cause the
SAIF fund to reach a designated reserve ratio. The assessment rate applicable
to Tucker Federal will be 65.7 cents per $100 of SAIF insured deposits as of
March 31, 1995, which will result in a one-time assessment in the amount of
approximately $1,946,000 payable on November 27, 1996. The Act also provides
for the establishment of a new deposit insurance premium rate on SAIF insured
deposits which is expected to be significantly lower than Tucker Federal's
current premium rate.

The Act also addresses funding of interest payments on FICO bonds. The
legislation would require interest payments on FICO bonds to be shared by BIF
insured institution with respect to its BIF assessable deposits at a rate equal
to 20% of the rate of assessments imposed upon depository institutions with
SAIF assessable deposits.

The Act also contains a provision effective on the date of enactment
of the Act and extending through December 31, 1999, requiring the Controller of
the Currency, the Board of Directors of the FDIC, the Board of Governors of the
Federal Reserve System and the Director of the OTS to take appropriate action
(including enforcement action), denial of applications or imposition of
entrance and exit fees in order to prevent insured depository institutions and
depository institutions holding companies from facilitating or encouraging
shifting of deposits from SAIF assessable deposits to BIF assessable deposits
for the purpose of abating the assessments imposed.

The Act also requires the merger of the BIF and SAIF funds effective
as of January 1, 1999, if no insured depository institution that is a savings
association exists on that date.

The Act requires a study by the Secretary of the Treasury regarding
the establishment of a common charter for all insured depository institutions
and abolishing the separate and distinct charters between banks and savings
associations. The report is due to be presented to Congress on or before March
31, 1997.

The effect of the abolishment of the separate savings association
charter would be to require all savings associations to convert to either a
national bank or state bank charter by a specified date, with any related
holding company required to become a bank holding company, subject to the
limitations regarding permitted activities of the Bank Holding Company Act of
1956. In addition, other legislative proposals are pending, the effect of which
would reform the Glass-Stegall Act as well as to effect regulatory relief for
financial institutions. The regulatory relief provisions contained in several
bills are proposed to

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eliminate or reduce and simplify disclosures and reporting requirements
contained in current statute and regulations. The likelihood of enactment of
any of the pending or proposed legislation is unknown.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "Interstate Banking Act") allows bank holding companies to acquire
existing banks across state lines, regardless of state statutes. Further, under
the Interstate Banking Act, effective June 1, 1997, a bank holding company may
consolidate interstate bank subsidiaries into branches and a bank may merge
with an unaffiliated bank across state lines to the extent that the applicable
states have not "opted out" of interstate branching prior to such effective
date. States may elect to permit interstate mergers prior to June 1, 1997. The
Interstate Banking Act also permits de novo branching to the extent that a
particular state "opts into" the de novo branching provisions. The Interstate
Banking Act generally prohibits an interstate acquisition (other than an
initial entry into a state by a bank holding company), which would result in
either the control of more than (i) 10% of the total amount of insured deposits
in the United States, or (ii) 30% of the total insured deposits in the home
state of the target bank, unless such 30% limitation is waived by the home
state on a basis which does not discriminate against out-of-state institutions.

The Riegle Community Development and Regulatory Improvement Act of
1994 provides for the creation of a community development financial
institution's fund to promote economic revitalization in community development.
Banks and thrift institutions are allowed to participate in such community
development banks. Said Act also contains (i) provisions designed to enhance
small business capital formation and to enhance disclosure with regard to high
cost mortgages for the protection of consumers, and (ii) more than 50
regulatory relief provisions that apply to banks and thrift institutions,
including the coordination of examinations by various federal agencies,
coordination of frequency and types of reports financial institutions are
required to file and reduction of examinations for well capitalized
institutions.

DESCRIPTION OF EAGLE CAPITAL STOCK

GENERAL

The authorized capital stock of Eagle consists of 10,000,000 shares of
Eagle Stock, par value $1.00 per share, and 5,000,000 shares of serial
preferred stock, par value $1.00 per share ("Eagle Preferred Stock"), which may
be issued in one or more series with such voting powers, designations,
preferences, rights, qualifications, limitations and restrictions as shall be
specified by the Board of Directors. As of October 15, 1996, 4,552,200 shares
of Eagle Stock are outstanding and held by approximately 651 stockholders of
record. As of the date of this Registration Statement, Eagle does not have any
series of preferred stock outstanding.

EAGLE STOCK

All voting rights are vested in the holders of the Eagle Stock. Each
holder of Eagle Stock is entitled to one vote per share on any issue requiring
stockholder action. The shares do not have cumulative voting rights in the
election of directors. Consequently, the holders of more than 50% of the
outstanding shares of Eagle Stock may elect all of the directors. Subject to
the rights of the holders of any preferred stock then outstanding, all shares
of Eagle Stock are entitled to share equally in such dividends as the Board of
Directors of Eagle may declare on the Eagle Stock from sources legally
available therefor. The determination and declaration of dividends is within
the discretion of the Board of Directors of Eagle. In the event of dissolution,
the holders of Eagle Stock will be entitled to receive on a pro rata basis,
after

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<PAGE> 71

payment or provision for payment of all debts and liabilities of Eagle and
subject to the preferences of any holders of Eagle Preferred Stock, all assets
of Eagle available for distribution, in cash or in kind. Holders of shares of
Eagle Stock do not have preemptive rights to subscribe for additional shares or
securities on a pro rata basis if and when additional shares are offered for
sale by Eagle. See "Comparison of Stockholder Rights."

PREFERRED STOCK

GENERAL.

Pursuant to Eagle's Articles of Incorporation, the Board of Directors
of Eagle may authorize the issuance of up to 5,000,000 shares of Eagle
Preferred Stock either at once or in series, may establish from time to time
the number of shares to be included in any such series and may fix the
designations, powers, preferences and rights (including voting rights) of the
shares of each such series and any qualifications, limitations or restrictions
thereon. No stockholder authorization is required or will be sought for the
issuance of shares of Eagle Preferred Stock unless authorization is required by
then applicable law or unless such authorization is deemed advisable by the
Board of Directors of Eagle. Shares of Eagle Preferred Stock may be issued for
any general corporate purposes, including acquisitions.

LIMITATION OF PERSONAL LIABILITY OF DIRECTORS AND OFFICERS

As permitted by the GBCC (under which Eagle is incorporated), Eagle's
Articles of Incorporation contain provisions which eliminate the personal
liability of directors for monetary damages to Eagle or its stockholders for
breach of their fiduciary duties as directors, except to the extent such
elimination of liability is prohibited by the GBCC. In accordance with the
GBCC, these provisions do not limit the liability of any director for any
appropriation of a business opportunity of Eagle in violation of the director's
duty; for acts or omissions which involve intentional misconduct or a knowing
violation of law; for any dividend payment, stock repurchase, stock redemption
or distribution in liquidation that was prohibited under Georgia law; or for
any transaction from which the director derived an improper personal benefit.
These provisions do not limit or eliminate the rights of Eagle or any
stockholder to seek an injunction or any other non-monetary relief in the event
of a breach of a director's fiduciary duty. In addition, these provisions apply
only to claims against a director arising out of his role as a director and do
not relieve a director from liability for violations of statutory law such as
certain liabilities imposed on a director under the federal securities laws.

In addition, Eagle's Articles of Incorporation provide for the
indemnification of both directors and officers for expenses incurred by them in
connection with the defense or settlement of claims asserted against them in
their capacities as directors and officers. In certain cases, this right of
indemnification extends to judgments or penalties assessed against them.

COMPARISON OF STOCKHOLDER RIGHTS

At Effective Time, SCFC stockholders will become stockholders of
Eagle, and their rights as stockholders will be determined by Eagle's Articles
of Incorporation and Bylaws. The following is a summary of the material
differences in the rights of stockholders of Eagle and SCFC and should be read
in conjunction with the information set forth in "Description of Eagle Capital
Stock." This summary does

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not purport to be a complete discussion of, and is qualified in its entirety by
reference to, the GBCC (under which both Eagle and SCFC are incorporated), and
the Financial Institutions Code of Georgia, which governs SCB, and the
respective Articles of Incorporation and Bylaws of Eagle and SCFC.

AUTHORIZED CAPITAL STOCK

SCFC. SCFC is authorized to issue: (i) 10,000,000 shares of SCFC
Stock, $1.00 par value per share, of which 838,162 shares are issued and
outstanding and 184,306 shares are reserved for issuance upon the exercise of
outstanding SCFC Options and (ii) 10,000,000 shares of serial Preferred Stock,
$1.00 par value per share, none of which are issued and outstanding or reserved
for issuance. All of such issued and outstanding shares of capital stock of
SCFC are validly issued, fully paid and nonassessable.

Eagle. Eagle is authorized to issue 10,000,000 shares of Eagle Stock,
$1.00 par value per share, and 5,000,000 shares of Eagle Preferred Stock, $1.00
par value per share. As of October 15, 1996, 4,552,200 shares of Eagle Stock
were issued and outstanding, 272,000 shares of Eagle Stock were reserved for
issuance upon the exercise of outstanding options to purchase Eagle Stock, and
301,800 shares of Eagle Stock were held as treasury shares. No shares of Eagle
Preferred Stock are issued and outstanding or reserved for issuance.
Accordingly, following the Merger, the Board of Directors of Eagle will have
the authority to issue between approximately 4,066,911 shares (assuming the
Maximum Exchange Ratio) and 4,201,856 shares (assuming the Minimum Exchange
Ratio) of Eagle Stock and 5,000,000 shares of Eagle Preferred Stock without
stockholder approval. The Board of Directors has the authority to issue Eagle
Preferred Stock in one or more series and to fix the dividend rights, dividend
rate, liquidation preference, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), redemption price or
prices, and the number of shares constituting any such series, without further
action by the stockholders of Eagle unless such action is required by
applicable laws, rules or regulations or by the terms of other outstanding
series of Eagle Preferred Stock. Any shares of Eagle Preferred Stock which may
be issued may rank prior to shares of Eagle Stock as to payment of dividends
and upon liquidation. See "Description of Eagle Capital Stock."

The large number of authorized shares of Eagle Stock and Eagle
Preferred Stock which may be issued by Eagle without stockholder approval will
provide sufficient shares to enable Eagle to declare stock splits and dividends
and will enhance Eagle's flexibility to engage in a variety of business
transactions, including additional acquisitions and the raising of new capital.

In addition to providing operational flexibility, in the event of a
proposed merger, tender offer or other attempt to gain control of Eagle of
which the Board of Directors of Eagle does not approve, it would be possible
for the Board of Directors to authorize the issuance of additional shares of
Eagle Stock to a person or entity that thereby might obtain sufficient voting
power to impede completion of the proposed merger, tender offer or other
transaction. Therefore, an effect of the large number of authorized shares
that are not issued or reserved may be to deter a future takeover attempt that
some or a majority of the holders of Eagle Stock or Eagle Preferred Stock may
deem to be in their best interests or in which holders of Eagle Stock or Eagle
Preferred Stock may receive a premium for their shares over the then market
price. Additionally, Eagle's Board of Directors could issue a series of Eagle
Preferred Stock with rights more favorable with regard to dividends and
liquidation than the rights of the holders of Eagle Stock and which could also
be used for the purpose of preventing an attempt to gain control of Eagle of
which the Board of Directors does not approve. Eagle's Board of Directors,
however, has no current plans to issue shares of Eagle Stock or Eagle Preferred
Stock after the Mergers other than pursuant to the exercise of

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duly authorized options to purchase Eagle Stock. For a description of the terms
of Eagle's capital stock, see "Description of Eagle Capital Stock."

DIRECTORS

SCFC. The number of directors of SCFC is not fewer than three nor
greater than 15, except that if all of the shares of SCFC are owned
beneficially and of record by less than three stockholders, the number of
directors may be less than three but not less than the number of stockholders.
The number of directors can be determined from time to time by resolution of
the Board of Directors or the stockholders of SCFC. The Board of Directors has
fixed the number of directors at 12.

The Articles of Incorporation provide for the classification of SCFC's
directors into three classes of directors, with one class being elected each
year by the stockholders and the members of each class serving three year
terms. Such a classified Board of Directors discourages and makes more
difficult a change in control of SCFC or the removal of incumbent management,
even if favorable to the stockholders, since two successive annual meetings of
the stockholders generally would be required to elect a majority of the Board
of Directors.

Eagle. The Bylaws of Eagle provide that the Board of Directors shall
consist of six members. The Articles of Incorporation provide for the division
of Eagle's Board of Directors into three classes of directors, with one class
being elected each year by the stockholders and the members of each class
serving three year terms. Such a classified Board of Directors discourages and
makes more difficult a change in control of Eagle or the removal of incumbent
management, even if favorable to the stockholders, since two successive annual
meetings of the stockholders generally would be required to elect a majority of
the Board of Directors. Additionally, the Articles of Incorporation provide
that a director may be removed with or without cause, but only upon the
affirmative vote of the holders of at least 80% of the outstanding shares of
capital stock of Eagle entitled to vote for the election of directors.

STOCKHOLDER MEETINGS

SCFC. The annual meeting of stockholders of SCFC shall be held on such
date and at such time and place, as may be fixed by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice
thereof. Written notice of any meeting must be delivered to each stockholder
entitled to vote not less than ten nor more than 50 days before the date of the
meeting. Stockholders may vote in person or by proxy.

Special meetings of the stockholders may be called at any time by the
Board of Directors, the Chairman of the Board or the President and shall be
called by the Chairman of the Board, the President or the Secretary upon the
written request of stockholders owning a majority of the outstanding stock of
SCFC.

Eagle. The annual meeting of stockholders of Eagle shall be held on
such date and at such time and place, as may be fixed by the Board of Directors
and stated in the notice of the meeting or in a duly executed waiver of notice
thereof. Written notice of any meeting must be delivered to each stockholder
entitled to vote not less than ten nor more than 60 days before the date of the
meeting.

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Special meetings of the Eagle stockholders may be called at any time
by the Board of Directors or the President of Eagle; by a committee of the
Board of Directors whose authority includes calling such meetings; or by
stockholders upon a written request of the holders of not less than 25% of
outstanding Eagle capital stock entitled to vote.

ANTI-TAKEOVER PROVISIONS

SCFC's and Eagle's Articles of Incorporation and Bylaws contain
provisions that are designed to encourage persons who might attempt to acquire
control of SCFC or Eagle to negotiate with the respective Board of Directors
and to make it more difficult for such a person to complete an acquisition
transaction that is not approved in advance by the Board of Directors as being
in the best interests of the respective corporation and its stockholders. In
this way, the respective Board of Directors' ability to negotiate on behalf of
its respective stockholders with regard to the proposed acquisition is
maximized. Additionally, SCFC's and Eagle's Articles of Incorporation provide
for the classification of SCFC's or Eagle's Board of Directors into three
classes with one being elected each year and the members of each class serving
three year terms. Such provisions discourage and make more difficult a change
in control of SCFC or Eagle or the removal of incumbent management, even if
favorable to the stockholders.

As noted above, SCFC and Eagle may issue Preferred Stock from time to
time in one or more series without stockholder approval. Thus, the respective
Board of Directors, without stockholder approval, could authorize the issuance
of SCFC or Eagle Preferred Stock with conversion and other rights that could
make it difficult for another company to effect certain business combinations
with SCFC or Eagle or that could otherwise adversely affect the rights of the
holders of SCFC Stock or Eagle Stock. See also "Stockholder Rights Plan" below.

STOCKHOLDER RIGHTS PLAN

SCFC. SCFC has not adopted a stockholder rights plan or similar plan.

Eagle. On January 26, 1993, the Board of Directors of Eagle declared a
dividend, payable February 9, 1993, of one right (a "Right") for each
outstanding share of Eagle Stock held of record at the close of business on
February 9, 1993 (the "Record Time"), or issued thereafter and prior to the
Separation Time (as hereinafter defined). The Rights were issued pursuant to a
Stockholder Protection Rights Agreement. Each Right entitles its registered
holder to purchase from Eagle, after the Separation Time, one share of Eagle
Stock for $17.50 (the "Exercise Price"), subject to adjustment.

The Rights are evidenced by the Eagle Stock certificates until the
Separation Time. The "Separation Time" is the close of business on the earlier
of either (i) the tenth day (or such later date as the Board of Directors of
Eagle may from time to time fix by resolution adopted prior to the Separation
Time that otherwise would have occurred) after the date on which any person or
entity commences a tender or exchange offer, which, if consummated, would
result in such person or entity becoming the beneficial owner of 15% or more of
the outstanding shares of Eagle Stock (any person or entity having such
beneficial ownership being referred to as an "Acquiring Person") and (ii) the
Flip-in Date; provided that if a tender or exchange offer is cancelled,
terminated, or otherwise withdrawn prior to the Separation Time, such offer
shall be deemed never to have been made. The Flip-in Date is the tenth business
day after the first date of public announcement by Eagle or an Acquiring Person
that an Acquiring Person has become such (the "Stock Acquisition Date"), other
than as a result of a Flip-over Event (as defined below).

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Until the Separation Time, the Rights will be transferred only with
the Eagle Stock. Promptly following the Separation Time, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of Eagle Stock at the Separation Time. The Rights will not be
exercisable until the business day following the Separation Time.

If a Flip-in Date occurs, Eagle shall take action to ensure that each
Right (other than Rights beneficially owned by the Acquiring Person or any of
its affiliates) constitutes the right to purchase from Eagle that number of
shares of Eagle Stock having an aggregate "Market Price" (as defined in the
Rights Agreement), on the Stock Acquisition Date that gave rise to the Flip-in
Date, equal to twice the Exercise Price, for an amount in cash equal to the
then current Exercise Price.

In addition, the Board of Directors of Eagle may, at its option, at
any time after a Flip-in Date and prior to the time that an Acquiring Person
becomes the beneficial owner of more than 50% of the outstanding shares of
Eagle Stock, elect to exchange all (but not less than all) of the then
outstanding Rights (other than Rights beneficially owned by the Acquiring
Person or any of its affiliates thereof, which Rights become void) for shares
of Eagle Stock at an exchange ratio of one share of Eagle Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date of the Separation Time (the "Exchange
Ratio"). Immediately upon such action by the Board of Directors (the "Exchange
Time"), the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive a number of shares of Eagle
Stock equal to the Exchange Ratio.

If Eagle enters into a transaction, or series of transactions, on or
after the Stock Acquisition Date, in which directly or indirectly, (A) Eagle
shall consolidate or merge with any other person or entity, or (B) Eagle shall
sell or otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer) assets (i) aggregating more than 50% of the assets
(measured by either book value or fair market value), or (ii) generating more
than 50% of the consolidated operating income or cash flow of Eagle, to any
other person or entity (other than Eagle or one or more of its wholly owned
subsidiaries) or to two or more such persons or entities which are affiliated
or otherwise acting in concert (a "Flip-over Event"), Eagle shall not permit to
occur such Flip-over Event until it shall have entered into a supplemental
agreement with the person or entity engaging in such Flip-over Event (the
"Flip-over Entity").

This supplemental agreement shall be for the benefit of the holders of
the Rights, and shall provide that, upon consummation or occurrence of the
Flip-over Event (i) each Right shall thereafter constitute the right to
purchase from the Flip-over Entity, upon exercise thereof in accordance with
the terms of the Rights Agreement, that number of shares of common stock of the
Flip-over Entity having an aggregate Market Price on the date of consummation
or occurrence of such Flip-over Event equal to twice the Exercise Price for an
amount in cash equal to the then current Exercise Price, and (ii) the Flip-over
Entity shall thereafter be liable for, and shall assume, by virtue of such
Flip-over Event and such supplemental agreement, all the obligations and duties
of Eagle pursuant to the Rights Agreement.

The Rights will expire on the earliest of (i) the Exchange Time, (ii)
the close of business on January 26, 2003, and (iii) the date on which the
Rights are redeemed as described below (in any such case, the "Expiration
Time").

The Board of Directors of Eagle may, at its option, at any time prior
to the Flip-in Date, redeem all (but not less than all) of the then outstanding
Rights, at $.01 per Right (the "Redemption Price").

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Immediately upon the action of the Board of Directors electing to redeem the
Rights, without any further action and without any notice, the right to
exercise the Rights will terminate and each Right will thereafter represent
only the right to receive the Redemption Price in cash for each Right so held.

The Rights will not prevent a takeover of Eagle. The Rights, however,
may have certain anti-takeover effects. The Rights may cause substantial
dilution to a person or group that acquires 15% or more of the Eagle Stock,
unless the Rights are first redeemed by the Board of Directors. Nevertheless,
the Rights should not interfere with a transaction that is in the best
interests of Eagle and its stockholders on or prior to the Flip-in Date,
because the Rights can be redeemed before the consummation of such transaction.

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OWNERSHIP OF EAGLE STOCK

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth information concerning the beneficial
ownership of Eagle Stock as of October 4, 1996, by each current director and
executive officer of Eagle and all directors and executive officers of Eagle as
a group. Except as otherwise indicated, the named persons have sole voting and
investment power with regard to the shares shown as owned by them.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME AND POSITION WITH COMPANY OWNED (1) PERCENT OF CLASS
------------------------------ ----------------- ----------------
<S> <C> <C> <C>
Walter C. Alford . . . . . . . . . . . . . . 28,036 (2) (11)

Richard J. Burrell . . . . . . . . . . . . . 26,500 (3) (11)
Richard B. Inman, Jr. . . . . . . . . . . . . 128,292 (4) 2.82 %

Weldon A. Nash, Jr. . . . . . . . . . . . . . 24,624 (5) (11)

C. Jere Sechler, Jr. . . . . . . . . . . . . 72,867 (6) 1.6

George G. Thompson . . . . . . . . . . . . . 4,600 (7) (11)
LuAnn Durden . . . . . . . . . . . . . . . . 24,541 (8) (11)

Betty Petrides . . . . . . . . . . . . . . . 49,695 (9) 1.09

All directors and executive officers as a
group (eight persons) . . . . . . . . . . . . 359,155 (10) 7.89 %
- ---------------
</TABLE>

(1) The stock ownership information shown above has been furnished to Eagle
by the named persons or obtained from information filed with the
Commission. Beneficial ownership as reported in this table has been
determined in accordance with regulations of the Commission and includes
shares of Eagle Stock which may be acquired within 60 days.

(2) With regard to Mr. Alford, the shares shown include (i) 1,704 shares held
of record by his spouse and as to which he disclaims beneficial ownership
and (ii) 2,000 shares which may be acquired by Mr. Alford upon the
exercise of stock options.

(3) With regard to Mr. Burrell, the shares shown include 2,500 shares which
may be acquired by Mr. Burrell upon the exercise of stock options.

(4) With regard to Mr. Inman, the shares shown include (i) 23,500 shares
which may be acquired by Mr. Inman upon the exercise of stock options;
(ii) a total of 7,142 shares held for the account of Mr. Inman as a
participant in Tucker Federal 401(k) Savings and Employee Stock Ownership
Plan (the "Plan"); and (iii) 2,000 shares which are held of record by the
spouse of Mr. Inman as to which he disclaims beneficial ownership.

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<PAGE> 78

(5) With regard to Mr. Nash, the shares shown include (i) 13,332 shares which
are held of record as joint tenants by the spouse and mother-in-law of
Mr. Nash as to which he disclaims beneficial ownership and (ii) 3,000
shares which may be acquired by Mr. Nash upon the exercise of stock
options.

(6) With regard to Mr. Sechler, Jr., the shares shown include (i) 9,666
shares which may be acquired by Mr. Sechler, Jr. upon exercise of stock
options; (ii) 3,750 shares of restricted stock for which Mr. Sechler, Jr.
has voting power but which are subject to forfeiture; and (iii) a total
of 6,245 shares held for the account of Mr. Sechler, Jr. as a participant
in the Plan.

(7) With regard to Mr. Thompson, the shares shown include 3,000 shares which
may be acquired by Mr. Thompson upon the exercise of stock options.

(8) With regard to Ms. Durden, the shares shown include (i) 20,000 shares
that she may acquire upon exercise of stock options, and (ii) 4,541
shares held for her account as a participant in the Plan.

(9) With regard to Ms. Petrides, the shares shown include (i) 42,166 shares
that she may acquire upon exercise of stock options; (ii) 3,750 shares of
restricted stock for which Ms. Petrides has voting power but which are
subject to forfeiture; and (iii) 7,529 shares held for the account of Ms.
Petrides as a participant in the Plan. In addition, pursuant to Ms.
Petrides' employment agreement with Tucker Federal, Ms. Petrides is
entitled to be granted an option to purchase 20,000 shares of Eagle
Stock, which option will be exercisable immediately. The actual grant of
the option has not been made and the share ownership information excludes
such entitlement.

(10) Includes 105,832 shares that may be acquired upon exercise of stock
options and 25,457 shares held for the account of Plan participants.

(11) Less than 1%.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of October 4, 1996
regarding the ownership of Eagle Stock by each person known to Eagle to be the
beneficial owner of more than 5% of the outstanding Eagle Stock, based on data
furnished to the Company by such persons.

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<PAGE> 79

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME AND ADDRESS OWNED(1) PERCENT OF CLASS
- ---------------- ------------------ ----------------
<S> <C> <C> <C>
J.C. Serrato, Jr., M.D. 287,000 6.30%
711 Center Street
Suite 320
P.O. Drawer 9456
Columbus, Georgia 31908

Tucker Federal Savings & 307,171 (2) 6.75%
Loan Association 401(k) Savings and
Employee Stock Ownership Plan
2355 Main Street
Tucker, Georgia 30084
</TABLE>
- -----------------------------

(1) The stock ownership information shown above has been furnished to Eagle by
the named persons and members of the group or obtained from information
filed with the Commission. Beneficial ownership of Eagle's principal
stockholders as reported in this table has been determined in accordance
with regulations of the Commission and includes shares of Stock which may
be acquired within 60 days.

(2) The Plan is a tax qualified employee benefit plan covering eligible
employees of the Company and its subsidiaries, including Tucker Federal
and PrimeEagle. Richard B. Inman, Jr., Zelma B. Martin and C. Jere
Sechler, Jr. are the Trustees of the Plan. The Trustees may vote only
unallocated shares and allocated shares with respect to which the Trustees
do not receive timely voting instructions from participants or their
beneficiaries. As of October 4, 1996, 244,671 shares held by the Plan
were allocated to participants' accounts and 62,500 shares held by the
Plan were unallocated. The Trustees disclaim beneficial ownership of
shares held by the Plan that are voted by participants.

EXPERTS

The consolidated statements of financial position of Eagle as of March 31,
1996 and 1995 and the consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended March 31, 1996,
included in Eagle's Annual Report on Form 10-K for the year ended March 31,
1996 and incorporated by reference in this Joint Proxy Statement/Prospectus,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.

The consolidated balance sheets of SCFC at December 31, 1995 and 1994 and
the consolidated statements of earnings, stockholders equity and cash flows for
the each of three years in the period ended December 31, 1995 included in
SCFC's Annual Report on Form 10-K for the year ended December 31, 1995 and
incorporated by reference in this Joint Proxy Statement/Prospectus, have been
incorporated herein in reliance on the report of Grant Thornton LLP,
independent certified public accountants, given on the authority of such firm
as experts in accounting and auditing.

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<PAGE> 80

LEGAL MATTERS

The legality of the shares of Eagle Stock being offered hereby is being
passed upon for Eagle by Long, Aldridge & Norman, LLP, Atlanta, Georgia. Long,
Aldridge & Norman, LLP has opined as to certain federal income tax consequences
of the Merger. See "The Mergers - Certain Federal Income Tax Consequences."

OTHER MATTERS

As of the date of this Joint Proxy Statement/Prospectus, neither Eagle's
nor SCFC's Board of Directors knows of any matters that will be presented for
consideration at the respective Special Meeting other than as described in this
Joint Proxy Statement/Prospectus. However, if any other matter shall come
before either Special Meeting or any adjournments or postponements thereof and
shall be voted upon, the proxy will be deemed to confer authority to the
individuals named as authorized therein to vote the shares represented by such
proxy as to any such matters that fall within the purposes set forth in the
Notice of Special Meeting as determined by a majority of the respective Board
of Directors.

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<PAGE> 81

APPENDIX A

<PAGE> 82

AGREEMENT AND PLAN OF MERGER

dated as of August 13, 1996

among

EAGLE BANCSHARES, INC.,

SOUTHERN CRESCENT FINANCIAL CORP

and

SOUTHERN CRESCENT BANK

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<PAGE> 83

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made and entered into and is
effective as of the 13th day of August, 1996 (the "Agreement"), by and among
Eagle Bancshares, Inc., a Georgia corporation ("Eagle"), Southern Crescent
Financial Corp, a Georgia corporation ("SCFC"), and Southern Crescent Bank, a
state chartered commercial bank organized under the laws of the State of
Georgia ("Southern Crescent Bank").

W I T N E S S E T H:

WHEREAS, Eagle owns all of the issued and outstanding shares of
capital stock of Tucker Federal Savings and Loan Association, a federally
chartered stock savings and loan association ("Tucker Federal");

WHEREAS, SCFC is a one-bank holding company that owns all of the
issued and outstanding capital stock of Southern Crescent Bank;

WHEREAS, the Boards of Directors of Eagle, SCFC and Southern Crescent
Bank have approved the merger of SCFC with and into Eagle (the "Holding Company
Merger") upon the terms and subject to the conditions set forth herein; and

WHEREAS, it is intended that simultaneous to the Holding Company
Merger, Southern Crescent Bank will be merged with and into Tucker Federal (the
"Bank Merger") (the Holding Company Merger and the Bank Merger hereinafter are
referred to as the "Mergers"); and

WHEREAS, Eagle, SCFC and Southern Crescent Bank intend that the
Mergers described herein qualify for federal income tax purposes as
"reorganizations" within the meaning of Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements, and upon and subject to the terms and the
conditions hereinafter set forth, the parties do hereby agree as follows:

ARTICLE I

THE MERGERS

1.01 The Holding Company Merger. Upon the terms and subject to the
conditions of this Agreement and in accordance with applicable law, at the
Effective Time (as defined in Section 1.02 below) SCFC shall be merged with and
into Eagle and the separate existence of SCFC shall thereupon cease. Eagle
shall be the surviving corporation in the Holding Company Merger (hereinafter
sometimes referred to as the "Surviving Corporation").

1.02 Effective Time of the Holding Company Merger. The Holding Company
Merger shall become effective at the time (the "Effective Time") specified in
the Certificate of Merger to be issued by the Secretary of State of the State
of Georgia to effect the Holding Company Merger. Eagle and SCFC

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<PAGE> 84

shall file a Certificate or Articles of Merger with the Secretary of State of
the State of Georgia simultaneously with or as soon as possible following the
closing of the transactions contemplated by this Agreement.

1.03 The Bank Merger.

(a) Simultaneous with the Effective Time of the Holding
Company Merger and in accordance with Articles of Merger in form and substance
satisfactory to Eagle and with applicable law, Southern Crescent Bank shall be
merged with and into Tucker Federal and the separate existence of Southern
Crescent Bank shall thereupon cease. At no time prior to the Bank Merger shall
Eagle own or control Southern Crescent Bank. Tucker Federal shall be the
surviving bank in the Bank Merger and shall be a wholly-owned subsidiary of
Eagle. The charter and bylaws of Tucker Federal in effect immediately prior to
the Bank Merger shall be the charter and bylaws of the surviving bank following
such merger.

(b) The Board of Directors of Tucker Federal following the
Bank Merger shall be the same as the Board of Directors of Tucker Federal
immediately prior to the Bank Merger, provided, however, that Eagle shall (i)
cause one member of the Board of Directors of Southern Crescent Bank to be
elected as a director of Tucker Federal and (ii) cause Tucker Federal to
establish a South Atlanta Community Advisory Board of Directors consisting of
persons identified by Eagle prior to the Closing. The Community Board of
Directors shall be deemed to be advisory directors to Tucker Federal.

1.04 Execution of Stock Option Agreement. For and in consideration of
Eagle's execution and delivery of this Agreement, immediately upon execution of
this Agreement, and as a condition thereto, SCFC shall execute and deliver to
Eagle a Stock Option Agreement in the form attached hereto as Exhibit 1.04.

ARTICLE II

THE SURVIVING CORPORATION

2.01 Articles of Incorporation. The Articles of Incorporation of
Eagle, as in effect immediately prior to the Holding Company Merger, shall be
the Articles of Incorporation of the Surviving Corporation after the Effective
Time until otherwise amended.

2.02 Bylaws. The Bylaws of Eagle, as in effect immediately prior to
the Holding Company Merger, shall be the Bylaws of the Surviving Corporation
after the Effective Time until otherwise amended.

2.03 Directors of the Surviving Corporation. The Board of Directors of
the Surviving Corporation immediately after the Holding Company Merger shall be
the same as the Board of Directors of Eagle immediately prior to the Holding
Company Merger.

2.04 Further Acts. If, at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any further assignments
or assurances in law or any other acts are necessary or desirable (i) to vest,
perfect, confirm or record, in the Surviving Corporation, title to and
possession of any property or right of SCFC, acquired as a result of the
Holding Company Merger, or (ii) otherwise to carry out the purposes of this
Agreement, SCFC and Eagle and their respective officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law
and do all reasonable acts necessary or proper to vest, perfect or confirm
title to, and possession of, such property or rights in the Surviving
Corporation and otherwise to carry out the purposes of this Agreement; and the
proper

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<PAGE> 85

officers and directors of the Surviving Corporation are fully authorized in the
name of SCFC or Eagle, or otherwise, to take any and all such action.

ARTICLE III

CONVERSION OF SHARES

3.01 Conversion of Shares in the Holding Company Merger. Subject to
the provisions of this Article III, at the Effective Time, by virtue of the
Merger and without any action on the part of Eagle, Tucker Federal, SCFC or
Southern Crescent Bank, or the stockholders of any of the foregoing, the shares
of the constituent corporations shall be converted as follows:

(a) Each share of Common Stock, $1.00 par value per share, of
Eagle (the "Eagle Stock"), and any associated rights to acquire Eagle Stock,
issued and outstanding immediately prior to the Effective Time shall remain
issued and outstanding from and after the Effective Time.

(b) Each share of capital stock of Tucker Federal issued and
outstanding immediately prior to the Effective Time shall remain issued and
outstanding from and after the Effective Time.

(c) (i) Each share of Common Stock, $1.00 par value per share,
of SCFC (the "SCFC Common Stock") issued and outstanding at the Effective Time
(other than treasury stock or shares held by Eagle which shares shall be
canceled) shall cease to be outstanding and shall, by virtue of the Holding
Company Merger and without any action on the part of the holder thereof, be
converted into and exchanged for the right to receive a number of shares of
Eagle Stock equal to $19.177 divided by the Market Value (as hereinafter
defined) (such number of shares of Eagle Stock, as adjusted pursuant to
subparagraph (ii) below, is referred to herein as the "Exchange Ratio"). The
"Market Value" per share of the Eagle Stock shall be equal to the average of
the Daily Average Value (as defined below) per share of the Eagle Stock as
reported on the Nasdaq National Market on each of the trading days in the
thirty (30) consecutive trading days ending on the date that is five trading
days prior to the Closing. The "Daily Average Value" on a trading day shall be
the average of the closing bid and ask prices of the Eagle Stock as reported on
the Nasdaq National Market for such day.

(ii) Notwithstanding the foregoing and subject to the
provisions of subparagraphs (iii) and (iv) below:

(A) In the event the Market Value per share of the Eagle
Stock is less than $14.50 per share, the Exchange Ratio shall be fixed
at 1.323 shares of Eagle Stock for each share of SCFC Stock; and

(B) In the event the Market Value per share of the Eagle Stock
is more than $16.50 per share, the Exchange Ratio shall be fixed at
1.162 shares of Eagle Stock for each share of SCFC Stock.

(iii) In the event the Market Value per share of the Eagle
Stock is less than $14.00, SCFC, at its option, may terminate this Agreement in
accordance with Section 12.01(e).

(iv) In the event the Market Value per share of Eagle Stock is
more than $17.50, Eagle, at its option, may terminate this Agreement in
accordance with 12.01(f).

A-4
<PAGE> 86

(d) Subject to the terms of the Bank Merger, each share of
Common Stock of Southern Crescent Bank issued and outstanding immediately prior
to the Effective Time shall remain issued and outstanding, from and after the
Effective Time and shall be wholly owned by the Surviving Corporation.

3.02 Exchange of Certificates.

(a) From and after the Effective Time, each holder of an
outstanding certificate which immediately prior to the Effective Time
represented shares of SCFC Stock (each a "SCFC Certificate") shall be entitled
to receive in exchange therefor upon surrender thereof to Eagle, a certificate
or certificates representing the number of whole shares of Eagle Stock to which
such holder is entitled pursuant to Section 3.01. Notwithstanding the other
provisions of this Agreement (i) until holders of SCFC Certificates have
surrendered them for exchange as provided herein, no dividends or other
distributions shall be paid by Eagle with respect to any shares represented by
such SCFC Certificates and no payment for shares or fractional shares shall be
made, and (ii) without regard to when such SCFC Certificates are surrendered
for exchange as provided herein, no interest shall be paid on any dividends or
other distributions or on any cash payments for fractional shares. Upon
surrender of a SCFC Certificate, there shall be paid to the holder of such SCFC
Certificate the amount of any dividends or other distributions which
theretofore became payable from and after the Effective Time to the date the
SCFC Certificate was surrendered for exchange, but which were not paid by
reason of the foregoing, with respect to the number of whole shares of Eagle
Stock represented by the certificate or certificates issued upon such
surrender. If any certificate for shares of Eagle Stock is to be issued in a
name other than that in which the SCFC Certificate surrendered in exchange
therefor is registered, it shall be a condition of such exchange that the
person requesting such exchange shall pay any transfer or other taxes required
by reason of the issuance of certificates for such shares of Eagle Stock in a
name other than that of the registered holder of the SCFC Certificate
surrendered, or shall establish to the satisfaction of Eagle that such tax has
been paid or is not applicable.

(b) Eagle shall provide each holder of record of a SCFC
Certificate or SCFC Certificates a letter of transmittal (which shall specify
that delivery shall be effected, and risk of loss and title to the SCFC
Certificates shall pass, only upon actual delivery of the SCFC Certificates to
Eagle). Upon surrender of SCFC Certificates to Eagle for cancellation, together
with a duly executed letter of transmittal and such other documents as Eagle
shall reasonably require, the holder of such SCFC Certificates shall be
entitled to receive in exchange therefor one or more certificates representing
that number of whole shares of Eagle Stock into which the shares of SCFC Stock
theretofore represented by the SCFC Certificates so surrendered shall have been
converted pursuant to the provisions of Section 3.01, and the SCFC Certificates
so surrendered shall forthwith be canceled. Notwithstanding the foregoing, no
parties hereto shall be liable to a holder of shares of SCFC Stock for any
shares of Eagle Stock or dividends or distributions thereon delivered to a
public official pursuant to applicable abandoned property, escheat or similar
laws.

3.03 Fractional Shares. Notwithstanding any other provision of this
Agreement, no certificates or scrip for fractional shares of Eagle Stock shall
be issued in the Holding Company Merger and no Eagle Stock dividend, stock
split or interest shall relate to any fractional security, and any such
fractional interest shall not entitle the owner thereof to vote or to any other
rights of a security holder. In lieu of any such fractional share, each SCFC
stockholder who would otherwise have been entitled to receive a fraction of a
share of Eagle Stock pursuant to this Article III shall be entitled to receive
a cash payment equal to such fraction multiplied by the Market Value.

3.04 Conversion of Stock Options and Warrants. At the Effective Time,
all rights with respect to SCFC Stock pursuant to stock options, stock purchase
warrants or similar rights, including rights under

A-5
<PAGE> 87

contracts with employees of SCFC or Southern Crescent Bank (collectively, "SCFC
Options"), granted by SCFC, which are outstanding at the Effective Time,
whether or not exercisable, shall be converted into and become rights with
respect to Eagle Stock, and Eagle shall assume each SCFC Option, in accordance
with the terms of the agreement or plan by which it is evidenced, except that
from and after the Effective Time, (i) each SCFC Option assumed by Eagle may be
exercised solely for shares of Eagle Stock, (ii) the number of shares of Eagle
Stock subject to such SCFC Option shall be equal to the number of shares of
SCFC Stock subject to such SCFC Option immediately prior to the Effective Time
multiplied by the Exchange Ratio, and (iii) the per share exercise price under
each such SCFC Option shall be adjusted by dividing the per share exercise
price under each such SCFC Option by the Exchange Ratio and rounding up to the
nearest cent. Notwithstanding the provisions of clause (ii) of the preceding
sentence, Eagle shall not be obligated to issue any fraction of a share of
Eagle Stock upon exercise of SCFC Options and any fraction of a share of Eagle
Stock that otherwise would be issued upon the exercise of a converted SCFC
Option shall represent the right to receive a cash payment upon exercise of
such converted SCFC Option equal to the product of such fraction and the
difference between the market value of one share of Eagle Stock at the time of
exercise of such Option and the per share exercise price of such SCFC Option as
adjusted pursuant to clause (iii) of the preceding sentence. The market value
of one share of Eagle Stock at the time of exercise of a SCFC Option shall be
the last sale price of such common stock on Nasdaq (as reported by The Wall
Street Journal or, if not reported thereby, any other authoritative source
selected by Eagle) on the last trading day preceding the date of exercise.
Schedule 3.04 lists the names and titles of all persons holding SCFC Options,
the number of shares of SCFC Common Stock issuable upon exercise of such SCFC
Options and the per share exercise price of such SCFC Options.

As soon as practicable after the Effective Time, Eagle shall deliver to
the holders of each SCFC Option an appropriate notice setting forth such
holder's rights pursuant to such SCFC Option following the Holding Company
Merger. At or prior to the Effective Time, Eagle shall take all corporate
action necessary to reserve for issuance sufficient shares of Eagle Stock for
delivery upon the exercise of SCFC Options assumed by it in accordance with
this Section 3.04.

3.05 Dissenters' Rights. Notwithstanding Section 3.01, no outstanding
share of SCFC Stock shall be converted into or represent a right to receive any
shares of Eagle Stock (or any cash payment in lieu of fractional shares
thereof) if the holder thereof has demanded and perfected his demand for
payment of the fair value of such share in accordance with the applicable
provisions of Article 13 of the Georgia Business Corporation Code (the
"Dissenter Provisions") and has not effectively withdrawn or lost his right to
such payment. All such shares of SCFC Stock shall represent only the rights
granted with respect to such shares pursuant to the Dissenter Provisions. SCFC
shall give prompt notice to Eagle upon receipt by SCFC of any written demands
for payment of the fair value of SCFC Stock and of withdrawals of such demands
and any other written communications provided in accordance with or pursuant to
the Dissenter Provisions (any stockholder duly making such a demand being
hereinafter called a "Dissenting Stockholder"). Eagle shall have the right to
participate in all negotiations and proceedings with respect to any Dissenting
Stockholder. SCFC agrees that it will not, except with the prior written
consent of Eagle, make any determination of fair value or any payment with
respect to, or settle or offer to settle any matter arising out of, any
dissent. Each Dissenting Stockholder, if any, who becomes entitled to payment
for his shares of SCFC Stock pursuant to the Dissenter Provisions shall receive
payment therefor from Eagle (but only after the amount thereof shall have been
agreed upon or finally determined pursuant to the Dissenter Provisions) and
such dissenting shares of SCFC Stock shall be canceled. If any holder of shares
of SCFC Stock who demands payment of the fair value of his shares under the
Dissenter Provisions shall effectively withdraw or lose (through failure to
perfect or otherwise) his right to such payment at or prior to the Effective
Time, the shares of SCFC Stock of such holder shall be converted into a right
to receive the consideration set forth in Section 3.01.

A-6
<PAGE> 88

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF SCFC AND SOUTHERN CRESCENT BANK

SCFC and Southern Crescent Bank, jointly and severally, represent and
warrant to Eagle as follows:

4.01 Organization.

(a) SCFC has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Georgia. SCFC has
all requisite power and authority, corporate or otherwise, to carry on and
conduct its business as now being conducted and to own, lease or operate its
properties and assets, and is duly qualified and in good standing in each
jurisdiction in which its conduct of business or ownership of property requires
it to be so qualified. Such states are set forth in Schedule 4.01(a).

(b) The copies of the Articles of Incorporation and Bylaws of
SCFC and Southern Crescent Bank attached in Schedule 4.01(b) are the complete,
true and correct Articles of Incorporation and Bylaws of SCFC and Southern
Crescent Bank in effect as of the date hereof. The minutes of directors' and
stockholders' meetings and the stock books, including the current list of
stockholders, of SCFC and Southern Crescent Bank previously delivered or made
available to Eagle are the complete, true and correct records of directors' and
stockholders' meetings and stock issuances through and including the date
hereof and reflect all transactions and other matters required to be reflected
in such records, as well as such other matters customarily contained in records
of such type.

(c) The names and titles of the current officers and directors
of SCFC and Southern Crescent Bank are listed in Schedule 4.01(c).

4.02 Power and Authority of SCFC and Southern Crescent Bank. Each of
SCFC and Southern Crescent Bank has the right, power and capacity to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
and the consummation of the transactions contemplated hereby, have been duly
and validly authorized by all necessary corporate action on the part of SCFC
and Southern Crescent Bank (subject to receipt of appropriate approval by the
stockholders of SCFC). This Agreement has been duly and validly executed and
delivered by SCFC and Southern Crescent Bank and, subject to the SCFC
stockholder approval, constitutes SCFC's and Southern Crescent Bank's legal,
valid and binding obligation, enforceable in accordance with its terms.

4.03 Capitalization.

(a) The authorized capital stock of SCFC consists of (i)
10,000,000 shares of SCFC Stock, of which 838,162 shares are issued and
outstanding (after giving effect to the stock split payable in the form of a
stock dividend declared by SCFC on May 23, 1996 and paid on June 30, 1996 (the
"Stock Dividend")), 184,306 shares are reserved for issuance upon the exercise
of outstanding SCFC Options (after giving effect to the Stock Dividend) and no
shares are held as treasury shares as of the date of this Agreement, and (ii)
10,000,000 shares of serial preferred stock, $1.00 par value per share, none of
which are issued and outstanding or reserved for issuance. All of such issued
and outstanding shares of capital stock of SCFC are validly issued, fully paid
and nonassessable. Other than as set forth above or in Schedule 4.03(a), no
shares of capital stock of SCFC are issued and outstanding or reserved for
issuance

A-7
<PAGE> 89

(whether pursuant to the exercise of SCFC Options or otherwise). A complete and
accurate list of all SCFC Options is set forth in Schedule 3.04, including the
number of shares of SCFC Stock underlying each of the SCFC Options, the
exercise price of each such option, the name of the holder of each such option
and the expiration date of such option. A copy of the warrant or option
agreement governing the terms of each SCFC Option is attached to Schedule 3.04.
All issuances and transfers or purchases of the capital stock of SCFC have been
in compliance with all applicable agreements and all applicable laws, including
federal and state securities laws, and all taxes thereon have been paid. None
of the outstanding capital stock of SCFC has been issued in violation of any
preemptive rights of current or past stockholders of SCFC.

(b) Except as set forth in Schedule 4.03(b) hereto, there are
no outstanding subscriptions, options, calls, contracts, commitments,
understandings, restrictions, arrangements, rights or warrants, including any
right of conversion or exchange under any outstanding security, instrument or
other agreement, obligating SCFC or any Subsidiary (as hereinafter defined) of
SCFC to issue, deliver or sell, or cause to be issued, delivered or sold,
additional shares of the capital stock of SCFC or obligating SCFC or any
Subsidiary of SCFC to grant, extend or enter into any such agreement or
commitment. Except as set forth in Schedule 4.03(b), there are no voting
trusts, proxies or other agreements or understandings to which SCFC or any
Subsidiary of SCFC is a party or is bound with respect to the voting of any
shares of capital stock of SCFC.

4.04 Subsidiaries. SCFC has no direct or indirect Subsidiaries other
than Southern Crescent Bank. Southern Crescent Bank is a commercial bank duly
organized, validly existing and in good standing under the laws of the State of
Georgia and has the requisite power and authority to own, lease and operate its
assets and properties and to carry on its business as it is now being
conducted. Southern Crescent Bank is qualified to do business, and is in good
standing, in each jurisdiction in which the properties owned, leased or
operated by it or the nature of the business conducted by it makes such
qualification necessary. Except as set forth in Schedule 4.04, all of the
outstanding shares of capital stock of Southern Crescent Bank are validly
issued, fully paid, nonassessable and free of preemptive rights and are owned
by SCFC free and clear of any liens, claims, encumbrances, security interests,
equities, charges and options of any nature whatsoever. There are no
subscriptions, options, warrants, rights, calls, contracts, voting trusts,
proxies or other commitments, understandings, restrictions or arrangements
relating to the issuance, sale, voting, transfer, ownership or other rights
with respect to any shares of capital stock of Southern Crescent Bank,
including any right of conversion or exchange under any outstanding security,
instrument or agreement. As used in this Agreement, the term "Subsidiary" shall
mean Southern Crescent Bank and any other corporation, partnership, joint
venture or other entity of which SCFC, directly or indirectly, controls or
which SCFC (either acting alone or together with its other Subsidiaries) owns,
directly or indirectly, more than 5% of the capital stock or other voting
interests.

4.05 Registration Statement. Neither the Registration Statement (as
hereinafter defined) nor the Eagle Proxy Statement (as hereinafter defined)
will, as of the applicable effective date of the Registration Statement and any
amendment thereto and as of the applicable filing and mailing dates of the
Proxy Statement/Prospectus (as hereinafter defined) and the Eagle Proxy
Statement and any amendment or supplement thereto, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions with respect to Eagle or its subsidiaries. No
representations, warranties, assurances or statements by SCFC or Southern
Crescent Bank in this Agreement and no statement contained in any document
(including the Financial Statements and the Schedules), certificates or other
writings furnished or to be furnished by SCFC or Southern Crescent Bank (or
caused to be furnished by SCFC or Southern Crescent Bank) to Eagle or any of
its representatives pursuant to the provisions hereof contains or will contain
any untrue statement of material fact, or omits

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or will omit to state any material fact necessary, in light of the
circumstances under which it was made, in order to make the statements herein
or therein not misleading. The Registration Statement on Form S-4, including
the Proxy Statement/Prospectus set forth therein, to be filed by Eagle with the
Securities and Exchange Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended, of the Eagle Stock
to be issued in the Holding Company Merger, as amended at the time it becomes
effective and as thereafter amended, is referred to herein as the "Registration
Statement." The Proxy Statement/Prospectus in the form included in the
Registration Statement at the time it becomes effective and at the time it is
delivered to the stockholders of SCFC is referred to herein as the "Proxy
Statement/Prospectus." The Proxy Statement on Schedule 14A, including the
related notice of meeting, to be filed by Eagle with the Commission and
delivered to the Eagle stockholders in connection with the approval by such
stockholders of this Agreement and the transactions contemplated hereby, at the
time it is delivered to the Eagle stockholders, is referred to herein as the
"Eagle Proxy Statement."

4.06 Financial Statements.

(a) SCFC has filed and made available to Eagle all forms,
reports, and documents filed by SCFC with the Commission since December 31,
1993 (collectively the "SCFC SEC Reports"). The SCFC SEC Reports (i) at the
time filed, complied with the applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) did not at the
time they were filed (or if amended or superseded by a filing prior to the date
of this Agreement, then on the date of such filing) contain any untrue
statement of a material fact or omit to state a material fact required to be
stated in such SCFC SEC Reports or necessary in order to make the statements in
such SCFC SEC Reports, in light of the circumstances under which they were
made, not misleading.

(b) SCFC has supplied to Eagle the audited consolidated
balance sheets of SCFC as of December 31, 1993, 1994 and 1995, the related
audited consolidated statements of income, retained earnings, and cash flows
for the each of the five years in the period ended December 31, 1995, and the
related notes thereto (the "Audited Financial Statements") and the unaudited
consolidated balance sheets of SCFC as of June 30, 1995 and 1996, the related
unaudited consolidated statements of income, retained earnings, and cash flows
for the three and six months ended June 30, 1995 and 1996 (the "Interim
Financial Statements") (such Audited Financial Statements and Interim Financial
Statements, together with any unaudited interim financial statements that
hereafter are included or incorporated by reference in the Registration
Statement hereinafter are referred to as the "Financial Statements"). The
Financial Statements are true, correct and complete and present fairly the
financial position of SCFC and the results of its operations as of the
respective dates and for the respective periods covered by the Financial
Statements. The Audited Financial Statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") applied on a consistent
basis, and the Interim Financial Statements have been or will be, as the case
may be, prepared in accordance with GAAP for interim statements on a basis
consistent with prior periods. All adjustments, consisting of normal, recurring
accruals necessary for a fair presentation, have been or will be, as the case
may be, made in the Financial Statements. The audited consolidated balance
sheet as of December 31, 1995 included in the Audited Financial Statements is
referred to herein as the "Audited Balance Sheet."

(c) Neither SCFC nor any Subsidiary of SCFC has sustained,
directly or indirectly, since the date of the Audited Balance Sheet, any
material loss or interference with its business from fire, explosion, flood,
hurricane, accident or other calamity, whether or not covered by insurance, or
from any labor dispute or arbitrators' or court or governmental or regulatory
action, order or decree, otherwise than as set forth in Schedule 4.06(c).
Except as set forth in Schedule 4.06(c), since the respective dates as of which
information is given in the Audited Financial Statements, there has not been
any change in the capital stock or long-term debt of SCFC or its Subsidiaries,
or any Material Adverse Change, or, to the

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knowledge of SCFC or Southern Crescent Bank, any development that will result
in a Material Adverse Change, in or affecting the general affairs, management,
financial position, stockholders' equity, loan loss reserves, assets or results
of operations of SCFC or its Subsidiaries, otherwise than as set forth in
Schedule 4.06(c) whether or not arising in the ordinary course of business.
Except as described in Schedule 4.06(c), Southern Crescent Bank's allowances
for possible loan losses at December 31, 1995 and the date of the most recent
Interim Financial Statements, were or will be, as of the respective dates
thereof adequate to provide for all anticipated losses, net of recoveries
related to loans previously charged-off, on loans outstanding as of the
respective dates thereof, and there has not been any change in the loan loss
reserve or any Material Adverse Change in the collectibility of the loan
portfolio of Southern Crescent Bank since December 31, 1995, except as
otherwise disclosed in Schedule 4.06(c), and the allowance for possible loan
losses maintained by Southern Crescent Bank is adequate in all material
respects in light of anticipated loan charge- offs. Since the respective dates
as of which information is given in the Financial Statements, neither SCFC nor
any Subsidiary of SCFC has incurred or undertaken any liability or obligation,
direct, indirect or contingent, not disclosed in Schedule 4.06(c) which is
material to the business or condition (financial or other) of SCFC or its
Subsidiaries; and, except as disclosed in Schedule 4.06(c), SCFC has not
declared or paid any dividend on its capital stock.

4.07 No Undisclosed Liabilities. Except as and to the extent reflected
and adequately reserved against in the Audited Balance Sheet or as shown in
Schedule 4.07, neither SCFC nor any Subsidiary of SCFC has any material
liability or obligation whatsoever, whether accrued, absolute, contingent or
otherwise. Since December 31, 1995, neither SCFC nor any Subsidiary of SCFC has
incurred any liability or obligation whatsoever, except for liabilities and
obligations incurred by SCFC in the ordinary course of its business consistent
with past practice or as described in Schedule 4.07.

4.08 No Violation of Law.

(a) Except as described on Schedule 4.08, neither SCFC nor any
Subsidiary of SCFC is, has been and will be (by virtue of any past or present
action, omission to act, contract to which it is a party or any occurrence or
state of facts whatsoever) in violation of any applicable local, state or
federal law, ordinance, regulation, order, injunction or decree, or any other
requirement of any governmental body, agency or authority or court binding on
any of them, or relating to their property or business or their advertising,
sales or pricing practices (including, without limitation, any banking laws or
regulations, antitrust laws or regulations, and the statutes, rules and
regulations commonly referred to as the Environmental Protection Act, the
Americans With Disabilities Act, and the statutes and regulations of any state
or other jurisdiction in which SCFC or any of its Subsidiaries does business),
nor will SCFC or any of its Subsidiaries hereafter suffer or incur any loss,
liability, penalty or expense (including, without limitation, attorneys' fees)
by virtue of any such violation.

(b) Each of SCFC and Southern Crescent Bank has in effect all
Permits (as hereinafter defined) necessary for it to carry on its business as
now conducted, except for those Permits the absence of which will not have a
material adverse effect on SCFC, and there has occurred no violation or default
under any such Permit, other than violation or defaults which will not have a
material adverse effect on SCFC. Except as disclosed in Schedule 4.08 hereto,
neither SCFC nor Southern Crescent Bank has received any notification or
communication from any agency or department of federal, state, or local
government, agency or court or the staff thereof (i) asserting that SCFC or
Southern Crescent Bank is not in compliance with any of the laws, codes,
ordinances, regulations, orders, judgements, decrees or other requirements
which such governmental authority, agency or court enforces, (ii) threatening
to revoke any Permits or (iii) requiring SCFC or Southern Crescent Bank to
enter into or consent to the issuance of a cease and desist order, formal
agreement, settlement, directive, commitment, or memorandum of understanding,
or to adopt any Board of Director resolution or similar undertaking which
restricts

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materially the conduct of its business, or relates to its capital adequacy, its
credit or reserve policies, its management, or the payment of dividends.
"Permit" shall mean any federal, state, local, and foreign governmental
approval, authorization, certificate, easement, filing, franchise, license,
notice, permit or right to which any person or entity is a party or that is or
may be binding upon or inure to the benefit of any person or entity or its
securities, assets, properties, rights, obligations or business.

4.09 Property.

(a) Schedule 4.09(a) sets forth a complete and accurate list
and description of all the real and personal property that SCFC or any of its
Subsidiaries owns or leases, has agreed (or has an option) to purchase, sell or
lease, or may be obligated to purchase, sell or lease. Attached to Schedule
4.09(a) are true, correct and complete copies of, with respect to each parcel
of real property listed or described in Schedule 4.09(a), the deed evidencing
SCFC's or its Subsidiary's ownership of such property, each mortgage or other
encumbrance thereon reflected in a written instrument, each instrument (if any)
evidencing a grant by or to SCFC or any Subsidiary of an option to purchase or
lease such property, each lease and leasehold mortgage (if any) with respect to
such property, and any title policies or commitments and surveys with respect
to such property.

(b) SCFC and each of its Subsidiaries (i) has good and
marketable fee simple title to all of its real property and has good and valid
title to all the personal and mixed, tangible and intangible properties and
assets which it purports to own, including all the real and personal properties
and assets reflected, but not shown as leased or encumbered, in the Audited
Balance Sheet and in the most recent balance sheet included in the Interim
Financial Statements; and (ii) except for Permitted Liens (as defined below),
owns such real and personal property free and clear of all title defects or
objections, liens, restrictions, claims, charges, security interests, easements
or other encumbrances of any nature whatsoever, including any mortgages,
leases, chattel mortgages, conditional sales contracts, collateral security
arrangements and other title or interest retention arrangements. "Permitted
Liens" shall mean (x) the security interests, easements or other encumbrances
described in Schedule 4.09(b)(1) and (y) liens for taxes not yet due and
payable. All properties and assets of SCFC and each of its Subsidiaries are in
the possession of SCFC or its Subsidiaries, as the case may be, or, in the case
of deposit accounts in other banks and participations, are held for the account
of SCFC or its Subsidiaries. Schedule 4.09(b)(2) sets forth a general
description and the location of any personal property (including all
improvements on any real property owned by SCFC or any Subsidiary) and
leasehold improvements which are not located on the premises of the principal
business operations of SCFC or its Subsidiaries.

(c) Except for Permitted Liens and other matters set forth in
Schedule 4.09(c), no real property owned or leased by SCFC or any Subsidiary is
subject to (i) any governmental decree or order (or threatened or proposed
order known to SCFC) to be sold or taken by public authority; or (ii) any
rights of way, building use restrictions, exceptions, variances, reservations
or limitations of any nature whatsoever, not of record.

(d) The facilities, structures and equipment owned or leased
by SCFC or any Subsidiary are structurally sound with no known material
defects, are in good and safe operating condition and repair and are adequate
for the uses to which they are being put.

(e) The rights, properties and other assets presently owned,
leased or licensed by SCFC or any Subsidiary and described in Schedule 4.09(a)
include all rights, properties and other assets necessary to permit SCFC or its
Subsidiaries, as the case may be, to conduct its business in the same manner as
its business has been heretofore conducted, without any need for replacement,
refurbishment or extraordinary repair.

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4.10 Leases. Schedule 4.10 contains a complete and accurate list of
all leases (including any capital leases) and lease-purchase arrangements
pursuant to which SCFC or any Subsidiary leases real or personal property from
others and all of such leases are valid and subsisting and enforceable in
accordance with their terms. Schedule 4.10 specifies which of such leases, if
any, are capital leases. All leases that are required to be capitalized by GAAP
have been so accounted for in the Financial Statements. SCFC has made available
to Eagle a true, correct and complete copy of each of the items listed in
Schedule 4.10.

4.11 Indebtedness. Schedule 4.11 sets forth a complete and accurate
list and description of all instruments or other documents relating to any
direct or indirect indebtedness for borrowed money of SCFC and each of its
Subsidiaries (other than deposit liabilities of Southern Crescent Bank), as
well as indebtedness by way of lease-purchase arrangements, guarantees,
undertakings on which others rely in extending credit and all conditional sales
contracts, chattel mortgages and other security arrangements with respect to
personal property used or owned by SCFC or any Subsidiary. SCFC has made
available to Eagle a true, correct and complete copy of each of the items
listed in Schedule 4.11.

4.12 Intellectual Property. Schedule 4.12 sets forth a complete and
accurate list and description of (i) all patents trademarks, service marks,
trademark and service mark registrations, trademark and service mark
registration applications, label filings, copyrights, inventions, patents and
patent applications owned or used by SCFC or any of its Subsidiaries and all
agreements with respect thereto, and the jurisdiction in or by which such
trademarks, service marks, trademark and service mark registrations, trademark
and service mark registration applications, label filings, copyrights, patents
and patent applications have been registered, filed or issued; (ii) all trade
names owned or used by SCFC or any of its Subsidiaries, and, in the case of
each trade name, the jurisdiction in which such trade name has been registered
or filed; and (iii) all contracts, agreements or understandings relating to any
of the items listed in clauses (i) and (ii) above that are owned or used by
SCFC or its Subsidiaries, as the case may be, including without limitation,
contracts with respect to the use of the name "Southern Crescent Bank." Except
as described in Schedule 4.12, SCFC is the sole and exclusive owner and has the
sole and exclusive right to use the intellectual property set forth in Schedule
4.12. Except as set forth in Schedule 4.12, there are no royalty, commission or
similar arrangements, and no licenses, sublicenses or agreements pertaining to
any of the intellectual property set forth in Schedule 4.12 which will remain
in effect at Closing. SCFC and its Subsidiaries, or any of them, have not
heretofore infringed upon, are not now infringing upon, and the continuation of
their business as presently conducted will not infringe upon, any patent,
service mark, trade name, trademark, copyright, trade secret, or other
intellectual property belonging to any other person or entity and SCFC and its
Subsidiaries, or any of them, have not agreed to indemnify any person for or
against any infringement of or by the intellectual property set forth in
Schedule 4.12. SCFC does not know of any person infringing upon any of SCFC's
or its Subsidiaries' patents, service marks, trademarks, copyrights, trade
secrets, or other intellectual property. SCFC has made available to Eagle true,
correct and complete copies of each trademark and service mark registration or
application therefor, patent or patent application or other item listed in
Schedule 4.12 and each assignment or license with respect to any thereof.

4.13 Litigation. Schedule 4.13 sets forth all litigation, claims,
suits, actions, investigations, indictments or informations, proceedings or
arbitrations, grievances or other procedures (including grand jury
investigations, actions or proceedings, and product liability and workers'
compensation suits, actions or proceedings) pending or threatened, before any
court, commission, arbitration tribunal, or judicial, governmental or
administrative department, body, agency, administrator or official, grand jury,
or any other forum for the resolution of grievances, against SCFC or any of its
Subsidiaries or involving any of its or their property or business. Schedule
4.13 also indicates which of such matters are being defended by an insurance
carrier, and which of the matters being so defended are being defended under a
reservation of rights. Further, except as set forth in Schedule 4.13, there are
no judgments, orders, writs, injunctions,

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decrees, indictments or informations, grand jury subpoenas or civil
investigative demands, plea agreements, stipulations or awards (whether
rendered by a court, commission, arbitration tribunal, or judicial,
governmental or administrative department, body, agency, administrator or
official, grand jury or any other forum for the resolution of grievances)
against or relating to SCFC or any of its Subsidiaries or involving any of its
or their property or business. SCFC has made available to Eagle true, correct
and complete copies of pleadings, briefs and other documents filed in each
pending litigation, claim, suit, action, investigation, indictment or
information, proceeding, arbitration, grievance or other procedure listed in
Schedule 4.13, and the judgments, orders, writs, injunctions, decrees,
indictments and informations, grand jury subpoenas and civil investigative
demands, plea agreements, stipulations and awards listed in said Schedule.

4.14 Employees. Schedule 4.14 sets forth the names, title and current
compensation (broken down by category, e.g., salary, bonus, commission) of all
employees of SCFC and each of its Subsidiaries, together with the date and
amount of the last increase in compensation for each such person. To the
knowledge of SCFC, no employee intends to terminate his or her employment
relationship with SCFC or any of its Subsidiaries as a result of the
transactions contemplated herein or otherwise. Except as set forth in Schedule
4.14, neither SCFC nor any of its Subsidiaries is a party to any employment or
other contracts with any of its employees. SCFC has furnished to Eagle complete
and accurate copies of each of the agreements listed or referred to on Schedule
4.14.

4.15 Employee Benefits.

(a) All Employee Benefit Plans and Arrangements.

(1) List and Description of Plans and Arrangements.
Schedule 4.15(a)(1) sets forth a complete and accurate list and description of
all plans, agreements, arrangements, commitments, policies or understandings of
any kind (whether written or oral) (i) which relate to employee benefits; (ii)
which pertain to present or former employees, retirees, directors or
independent contractors (or their beneficiaries, dependents or spouses) of SCFC
or any of its Subsidiaries or their predecessors in interest; and (iii) which
are currently or expected to be adopted, maintained by, sponsored by, or
contributed to by SCFC or any of its Subsidiaries, any of their predecessors in
interest or any employer which, under Section 414 of the Code, would constitute
a single employer with SCFC (a "SCFC Affiliate") or as to which SCFC or any of
its Subsidiaries or any of their predecessors in interest has any ongoing
liability or obligation whatsoever (collectively, "Employee Benefit Plans"),
including, but not limited to, all: (A) employee benefit plans as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"); (B) all other deferred compensation, early retirement, incentive,
profit-sharing, thrift, stock ownership, stock appreciation rights, bonus,
stock option, stock purchase, welfare or vacation, or other nonqualified
benefit plans or arrangements; and (C) trusts, group annuity contracts,
insurance policies or other funding media for the plans and arrangements
described hereinabove.

(2) Compliance with ERISA and the Code. Except as set
forth in Schedule 4.15(a)(2), SCFC and each of its Subsidiaries, their
predecessors in interest and all SCFC Affiliates have complied with all of
their respective obligations with respect to all Employee Benefit Plans
(including, but not limited to, (i) filing or distributing all reports or
notices required by ERISA or the Code and (ii) complying with all requirements
of Part 6 of ERISA and Code Section 4980B) and have maintained the Employee
Benefit Plans in compliance with all applicable laws and regulations (including
but not limited to ERISA and the Code). Each eligible Employee Benefit Plan has
received a favorable determination letter from the Internal Revenue Service,
and the Internal Revenue Service has not threatened or taken any action to
revoke any favorable determination letter issued with respect to any such
Employee Benefit Plan. No amendment to any Employee Benefit Plan or related
trust has been adopted since receipt of the most

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recent determination letter issued with respect to the Employee Benefit Plan or
related trust which would cause disqualification of the Employee Benefit Plan
or related trust.

(3) Copies of Documents Provided to Eagle. SCFC has
made available to Eagle true, correct and complete copies of all documents
relating to the Employee Benefit Plans , including, but not limited to: (i) all
plan texts, amendments, trust instruments and other agreements adopted or
entered into in connection with each of the Employee Benefit Plans; (ii) all
insurance and annuity contracts related to any Employee Benefit Plan; (iii) the
notices and election forms used to notify employees and their dependents of
their continuation coverage rights under SCFC's and each of its Subsidiaries'
group health plans (under Code Section 4980B(f) and ERISA Section 606), if
applicable; and (iv) the most recently available Form 5500 annual reports,
certified financial statements, actuarial reports, summary plan descriptions
and favorable determination letters, if applicable, for Employee Benefit Plans.
Since the date such documents were supplied to Eagle, no plan amendments have
been adopted, no changes to the documents have been made, and no such
amendments or changes shall be adopted or made prior to the Closing Date (as
hereinafter defined).

(4) Agreements to Create, Continue or Terminate
Plans. Neither SCFC, any Subsidiaries, their predecessors in interest nor any
SCFC Affiliate has any agreement, arrangement, commitment or understanding,
whether legally binding or not, to create any additional Employee Benefit Plan
or to continue or terminate any existing Employee Benefit Plan or to amend any
existing Employee Benefit Plan.

(5) Agency Review, Taxes and Fiduciary Liability.
SCFC and its Subsidiaries or any of them, have not received notice, whether
written or oral, and have no knowledge, that any of the Employee Benefit Plans
is currently under investigation, audit or review by the Department of Labor,
the Internal Revenue Service or any other federal or state agency or is liable
for any federal, state, local or foreign taxes. There is no transaction in
connection with which SCFC, any Subsidiary, any SCFC Affiliate or, to the
knowledge of SCFC or its Subsidiaries, any fiduciary of any of the Employee
Benefit Plans could be subject to either a civil penalty assessed pursuant to
ERISA Section 502, a tax imposed by Code Section 4975 or liability for a breach
of fiduciary responsibility under ERISA.

(6) Claims Against Plans and Fiduciaries. Other than
routine claims for benefits payable to participants or beneficiaries in
accordance with the terms of the Employee Benefit Plans, there are no claims,
pending or threatened or, to the knowledge of SCFC or any Subsidiary,
contemplated by any participant or beneficiary against any of the Employee
Benefit Plans or any fiduciary of any of the Employee Benefit Plans, and no
basis for any such claim or claims exists.

(7) Insurance Reserves. The levels of insurance
reserves and accrued liabilities with regard to all Employee Benefit Plans (to
which such reserves or liabilities do or should apply) are set forth in
Schedule 4.15(a)(7), and such levels are reasonable and sufficient to provide
for all incurred but unreported claims and any retroactive or prospective
premium adjustments.

(8) Retiree Welfare Benefits. Neither SCFC, any
Subsidiaries, their predecessors in interest nor any SCFC Affiliate has
maintained an Employee Benefit Plan providing group health, dental, vision,
life insurance or other welfare benefits to employees following retirement or
other separation from service, except to the extent required under Part 6 of
Title I of ERISA and Code Section 4980B.

(b) Defined Benefit and Multiemployer Plans. Neither SCFC, any
Subsidiaries, their predecessors in interest nor any SCFC Affiliate has at any
time maintained, sponsored or contributed to

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any "pension plan" as defined in ERISA Section 3(2) which is subject to Title
IV of ERISA or contributed to any such pension plan which is a multiemployer
plan as defined in ERISA Section 3(37)(A).

4.16 Collective Bargaining. There are no labor contracts, collective
bargaining agreements, letters of understanding or other arrangements, formal
or informal, between SCFC or any Subsidiary or any of SCFC's or its
Subsidiaries' employees and any union or labor organization covering any of
SCFC's or its Subsidiaries' employees and none of said employees are
represented by any union or labor organization.

4.17 Labor Disputes. SCFC and each of its Subsidiaries is in
compliance with all federal and state laws respecting employment and employment
practices, terms and conditions of employment, wages and hours. SCFC and each
of its Subsidiaries is not and has not been engaged in any unfair labor
practice, and no unfair labor practice complaint against SCFC or any Subsidiary
is pending before the National Labor Relations Board. Relations between
management and the employees are amicable and there have not been, nor are
there presently, any attempts to organize employees, nor are there plans for
any such attempts.

4.18 Bank Accounts. Schedule 4.18 sets forth a complete and accurate
list of each bank or financial institution in which SCFC and each of its
Subsidiaries has an account or safe deposit box (giving the address and account
numbers) and the names of the persons authorized to draw thereon or to have
access thereto.

4.19 Investments. Except as disclosed in Schedule 4.19, neither SCFC
nor any Subsidiary owns any capital stock or other securities or has any other
investment in any person or other entity and all such investments have been
accounted for in accordance with SFAS No. 114 and No. 115.

4.20 Environmental Requirements. Except as set forth in Schedule 4.20,
neither SCFC, any Subsidiary nor any predecessor in interest to any property
owned by SCFC or any of its Subsidiaries (including other real estate owned) is
in violation of any federal or state law, regulation, or treaty relating to the
storage, handling, transportation, treatment or disposal of hazardous
substances (as defined in 42 U.S.C. Section 9601) or hazardous materials (as
defined by any federal or state law or regulation) or other waste products,
which violation may result in or have a material adverse effect on the
financial condition, business operations or properties of SCFC or any
Subsidiary, and SCFC and each of its Subsidiaries has received all material
permits, licenses or other approvals as may be required of and under applicable
federal and state environmental laws and regulations to conduct its respective
business as described or incorporated by reference in the Proxy
Statement/Prospectus. SCFC and each of its Subsidiaries is in compliance with
the terms and conditions of any such permit, license or approval, and has not
received any notices or claims that it is a responsible party or a potentially
responsible party in connection with any claim or notice asserted pursuant to
42 U.S.C. Section 9601 et. seq. or any state superfund law except where such
failure to comply with the terms and conditions of any such permit, license or
approval will not have a material adverse effect on the financial condition or
business operations of SCFC or any of its Subsidiaries. Except as set forth in
Schedule 4.20, SCFC and each of its Subsidiaries has complied in all material
respects with applicable laws and regulations with respect to the disposal of
all of its hazardous substances, hazardous materials and other waste products.

4.21 Insurance Policies. Schedule 4.21 sets forth a complete and
accurate list and description of all insurance policies and bonds in force
naming SCFC, any of its Subsidiaries, or any employees thereof in their
capacity as such, as an insured or beneficiary or as a loss payable payee
(except in Southern Crescent Bank's capacity as lender), or for which SCFC or
any of its Subsidiaries has paid or is obligated to pay all or part of the
premiums. All such insurance policies and bonds are valid, enforceable and in
full force and effect, and neither SCFC nor Southern Crescent Bank has received
any notice of a material premium increase or a cancellation with respect to any
of such insurance policies or bonds and SCFC and

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Southern Crescent Bank are in compliance with all conditions contained therein.
There have been no lapses (whether cured or not) in the coverage provided under
the insurance policies, referenced herein and as set forth in Schedule 4.21,
during the term of such policies, as extended or renewed. Neither SCFC nor
Southern Crescent Bank has been refused any insurance coverage which it has
sought or applied for, and SCFC has no knowledge that existing insurance
coverage cannot be renewed as and when the same shall expire, upon terms and
conditions as favorable in all material respects as those presently in effect,
other than possible increases in premiums that do not result from any
extraordinary loss experience. All policies of insurance presently held or
policies containing substantially equivalent coverage will be outstanding and
in full force with respect to each such company at all times from the date
hereof to the Effective Time. There are no pending or threatened claims
against SCFC's or Southern Crescent Bank's director's and officer's liability
insurance policy. SCFC has made available to Eagle true, correct and complete
copies of each of the policies listed in Schedule 4.21.

4.22 Contracts and Commitments. Except as set forth in Schedules 4.10
(Leases), 4.11 (Indebtedness), 4.14 (Employees), 4.15 (Employee Benefits), 4.16
(Collective Bargaining), 4.21 (Insurance Policies), 4.38 (Related Party
Transactions) and 4.22:

(a) Neither SCFC nor any of its Subsidiaries has any agreement
or contract that is material to its business, operations or prospects;

(b) No contracts or commitments of SCFC or any of its
Subsidiaries continue for a period of more than six (6) months from the date
hereof or require payments (other than loan agreements pursuant to which
Southern Crescent Bank is the lender and which were entered into in the
ordinary course of business);

(c) Neither SCFC nor any of its Subsidiaries has any
outstanding contract, written or oral, with any officer, employee, agent,
consultant, advisor, salesman, manufacturer's representative, distributor,
dealer, subcontractor, or broker that is not cancelable by SCFC or its
Subsidiaries, on notice of not longer than thirty (30) days and without
liability, penalty or premium of any kind, except liabilities which arise as a
matter of law upon termination of employment, or any agreement or arrangement
providing for the payment of any bonus or commission based on sales or
earnings;

(d) Except for negotiable instruments in the process of
collection, neither SCFC nor any of its Subsidiaries has any power of attorney
outstanding or any contract, commitment or liability (whether absolute,
accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser,
co-maker, indemnitor in respect of the contract or commitment of any other
person, corporation, partnership, joint venture, association, organization or
other entity;

(e) There are no contracts or agreements with any director,
officer or stockholder of SCFC or any of its Subsidiaries, or with any person
related to any such person or with any company or other organization in which
any director, officer, or stockholder of SCFC or any of its Subsidiaries, or
anyone related to any such person, has a direct or indirect financial interest;

(f) Except as restricted by federal and state banking laws,
neither SCFC nor any of its Subsidiaries is subject to any contract or
agreement containing covenants limiting the freedom of SCFC or its Subsidiaries
to compete in any line of business in any geographic area or requiring SCFC or
its Subsidiaries to share any profits other than loan participation agreements
entered into in the ordinary course of business;

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(g) There is no contract, agreement or other arrangement
entitling any person or other entity to any profits, revenues or cash flows of
SCFC or any of its Subsidiaries or requiring any payments or other
distributions based on such profits, revenues or cash flows;

(h) Neither SCFC nor any of its Subsidiaries is a party to or
bound by any presently existing contract, agreement or other arrangement that
has had or may in the future have a material adverse effect upon their
respective business, earnings or financial condition; and

(i) SCFC has made available to Eagle true, correct and
complete copies of each of the agreements listed in Schedule 4.22.

4.23 No Conflict. The execution and delivery of this Agreement by SCFC
and Southern Crescent Bank, the consummation of the transactions contemplated
herein by SCFC and Southern Crescent Bank, and the performance of the covenants
and agreements of SCFC and Southern Crescent Bank, subject to fulfillment of
the conditions set forth in Section 9.05 hereof, will not, with or without the
giving of notice or the lapse of time, or both, (i) violate or conflict with
any of the provisions of any charter document or bylaw of SCFC or Southern
Crescent Bank; or (ii) except as set forth in Schedule 4.23, violate, conflict
with or result in a breach or default under or cause termination of any term or
condition of any mortgage, indenture, contract, license, permit, instrument,
trust document, will, or other agreement, document or instrument to which SCFC
or any of its Subsidiaries is a party or by which SCFC or any of its
Subsidiaries or its properties may be bound; or (iii) violate any provision of
law, statute, regulation, court order or ruling of any governmental authority,
to which SCFC or any of its Subsidiaries is a party or by which it or its
properties may be bound, or (iv) result in the creation or imposition of any
lien, claim, charge, restriction, security interest or encumbrance of any kind
whatsoever upon any asset of SCFC or any of its Subsidiaries.

4.24 Agreements in Full Force and Effect. Except as expressly set
forth in Schedule 4.24, all contracts, agreements, plans, leases, policies and
licenses to which SCFC or any of its Subsidiaries is a party and described in
the Proxy Statement/Prospectus and/or referred to, or required to be referred
to, in any Schedule delivered hereunder are valid and binding, and are in full
force and effect and are enforceable in accordance with their terms. Neither
SCFC nor any of its Subsidiaries has knowledge of any pending or threatened
bankruptcy, insolvency or similar proceeding with respect to any party to such
agreements, and no event has occurred which (whether with or without notice,
lapse of time or the happening or occurrence of any other event) would
constitute a default thereunder by SCFC or any of its Subsidiaries or to the
knowledge of SCFC any other party thereto.

4.25 Required Consents and Approvals. Other than the approval of the
Holding Company Merger by SCFC's stockholders and by Georgia state and federal
bank regulatory authorities, no consent or approval is required by virtue of
the execution hereof by SCFC or Southern Crescent Bank or the consummation of
any of the transactions contemplated herein by SCFC or Southern Crescent Bank
to avoid the violation or breach of, or the default under, or the creation of a
lien on assets of SCFC or any of its Subsidiaries pursuant to the terms of, any
regulation, order, decree or award of any court or governmental agency or any
lease, agreement, contract, mortgage, note, license, or any other instrument to
which SCFC or any of its Subsidiaries is a party or to which it or any of its
property or any of its outstanding capital stock is subject.

4.26 Absence of Certain Changes and Events. Except as set forth in
Schedule 4.26, since December 31, 1995, SCFC and each of its Subsidiaries has
conducted its businesses only in the ordinary course, and has not:

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(a) suffered any damage or destruction adversely
affecting its properties or business;

(b) made any declaration, setting aside or payment of any
dividend or other distribution of assets (whether in cash, stock or property)
with respect to its capital stock, or any direct or indirect redemption,
purchase or other acquisition of such stock, or otherwise made any payment of
cash or any transfer of other assets;

(c) suffered any Material Adverse Change in its working
capital, assets, liabilities, financial condition or business prospects;

(d) suffered any Material Adverse Change in the
collectibility of its loan portfolio;

(e) except for customary increases based on term of
service or regular promotion of non-officer employees, increased (or announced
any increase in) the compensation payable or to become payable to any employee,
or increased (or announced any increase in) any bonus, insurance, pension or
other employee benefit plan, payment or arrangement for such employees, or
entered into or amended any employment, consulting, severance or similar
agreement;

(f) incurred, assumed or guaranteed any liability or
obligation (absolute, accrued, contingent or otherwise) other than in the
ordinary course of business consistent with past practice;

(g) paid, discharged, satisfied or renewed any claim,
liability or obligation other than payment in the ordinary course of business
and consistent with past practice;

(h) permitted any of its assets to be subjected to any
mortgage, lien, security interest, restriction, charge or other encumbrance of
any kind except for Permitted Liens;

(i) waived any material claims or rights;

(j) sold, transferred or otherwise disposed of any of its
assets, except in the ordinary course of business consistent with past
practice;

(k) made any capital expenditure or investment which
individually or in the aggregate exceeds $10,000;

(l) made any change in any method, practice or principle
of financial or tax accounting;

(m) managed working capital components, including cash,
loans, deposits and other current liabilities in a fashion inconsistent with
past practice, including failing to make all budgeted and other normal capital
expenditures, repairs, improvements and dispositions;

(n) paid, loaned, advanced, sold, transferred or leased
any asset to any employee, except for normal compensation involving salary and
benefits;

(o) issued or sold any of its capital stock or issued or
agreed to issue any warrant, option or other right to purchase shares of its
capital stock, or any security convertible into its capital stock;

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(p) entered into any material commitment or transaction,
other than in the ordinary course of business consistent with past practice,
affecting its operations;

(q) received any notice that any of Southern Crescent
Bank's substantial customers has terminated or intends to terminate its deposit
or lending relationship with Southern Crescent Bank;

(r) failed to operate its business in the ordinary course
consistent with past practice;

(s) except in the ordinary course of business, made or
permitted any amendment or termination of any material contract, agreement or
license to which it is a party;

(t) increased the compensation of any employee of SCFC or
Southern Crescent Bank or hired any new employees; or

(u) agreed in writing, or otherwise, to take any action
described in this Section.

4.27 Tax Matters.

(a) Definitions. For purposes of this Agreement, the following
definitions shall apply:

(i) The term "Taxes" shall mean all taxes, however
denominated, including any interest, penalties or
other additions to tax that may become payable in
respect thereof, imposed by any federal, territorial,
state, local or foreign government or any agency or
political subdivision of any such government, which
taxes shall include, without limiting the generality
of the foregoing, all income or profits taxes
(including, but not limited to, federal income taxes
and state income taxes), payroll and employee
withholding taxes, unemployment insurance, social
security taxes, sales and use taxes, ad valorem
taxes, excise taxes, franchise taxes, gross receipts
taxes, business license taxes, occupation taxes, real
and personal property taxes, stamp taxes,
environmental taxes, transfer taxes, workers'
compensation, PBGC premiums and other governmental
charges, and other obligations of the same or of a
similar nature to any of the foregoing, which SCFC or
any of its Subsidiaries is required to pay, withhold
or collect.

(ii) The term "Returns" shall mean all reports, estimates,
declarations of estimated tax, information statements
and returns relating to, or required to be filed in
connection with, any Taxes, including information
returns or reports with respect to backup withholding
and other payments to third parties.

(b) Returns Filed and Taxes Paid. Except as otherwise
disclosed in Schedule 4.27(b): (i) all Returns required to be filed by or on
behalf of SCFC have been duly filed on a timely basis, or extensions of time
for the filing of such returns have been obtained and have not expired, and all
Returns filed are true, complete and correct; (ii) all Taxes shown to be
payable on the Returns or on subsequent assessments with respect thereto have
been paid in full on a timely basis, and no other Taxes are payable by SCFC or
any of its Subsidiaries with respect to items or periods covered by such
Returns (whether or not shown on or reportable on such Returns) or with respect
to any period prior to the date of this Agreement; (iii) SCFC and each of its
Subsidiaries has withheld and paid over all Taxes required to have been
withheld and paid over, and complied with all information reporting and backup
withholding requirements, including maintenance of required records with
respect thereto, in connection with amounts paid or owing to any employee,
creditor, independent contractor, or other third party; and (iv) there are

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no liens on any of the assets of SCFC or any of its Subsidiaries with respect
to Taxes, other than liens for Taxes not yet due and payable.

(c) Tax Deficiencies; Audits; Statutes of Limitations. Except
as otherwise disclosed in Schedule 4.27(c): (i) the Returns of SCFC and each of
its Subsidiaries have never been audited by a government or taxing authority,
nor is any such audit in process, pending or threatened (either in writing or
verbally, formally or informally); (ii) no deficiencies exist or have been
asserted (either in writing or verbally, formally or informally) or are
expected to be asserted with respect to Taxes of SCFC or any of its
Subsidiaries and neither SCFC nor any of its Subsidiaries has received notice
(either in writing or verbally, formally or informally) or expects to receive
notice that it has not filed a Return or paid Taxes required to be filed or
paid by it; (iii) neither SCFC nor any of its Subsidiaries is a party to any
action or proceeding for assessment or collection of Taxes, nor has such event
been asserted or threatened (either in writing or verbally, formally or
informally) against SCFC or any of its Subsidiaries or any of their assets;
(iv) no waiver or extension of any statute of limitations is in effect with
respect to Taxes or Returns of SCFC or any of its Subsidiaries, and (v) SCFC
and each of its Subsidiaries has disclosed on its federal income tax returns
all positions taken therein that could give rise to a "substantial
understatement of income tax" within the meaning of Section 6662 of the Code.

(d) Tax Sharing Agreements. Except as otherwise disclosed in
Schedule 4.27(d), neither SCFC nor any of its Subsidiaries is (or have they
ever been) a party to any tax sharing agreement.

4.28 Regulatory Matters.

(a) Except as described in Schedule 4.28(a), SCFC and each of
its Subsidiaries is in compliance (i) with applicable banking laws and
regulations, including, without limitation, the Community Reinvestment Act and
laws and regulations relating to fair lending practices, truth in lending,
truth in savings and currency reporting and (ii) with all directives of and
agreements with the Federal Reserve System, the Federal Deposit Insurance
Corporation (the "FDIC") and the Georgia Department of Banking and Finance (the
"DBF"). The depository accounts of Southern Crescent Bank are insured by the
FDIC to the maximum extent allowed by the Federal Deposit Insurance Act, as
amended.

(b) Except as described in the Schedule 4.28(b), neither SCFC
nor any of its Subsidiaries is a party to any written agreement or memorandum
of understanding with, or a party to any commitment letter or similar
undertaking to, or is subject to any order or directive by, or is a recipient
of any extraordinary supervisory letter from, the Federal Reserve Board, the
FDIC, the DBF or any other state or federal regulatory agency which restricts
the conduct of its business, or in any manner relates to its capital adequacy,
its credit policies or its management, nor has SCFC or any of its Subsidiaries
been advised by any regulatory agency that it is contemplating issuing or
requesting (or is considering the appropriateness of issuing or requesting) any
such order, decree, agreement, memorandum of understanding, extraordinary
supervisory letter, commitment letter or similar submission.

4.29 Corrupt Practices. Neither SCFC, any of its Subsidiaries nor any
director, officer, agent or employee of SCFC or any of its Subsidiaries or
other person associated with or acting on behalf of SCFC or any of its
Subsidiaries has, directly or indirectly, (i) used any corporate funds for
unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activities; (ii) made any unlawful payment to foreign or
domestic government officials or employees or to foreign or domestic political
parties or campaigns; (iii) violated any provision of the Foreign Corrupt
Practices Act of 1977, as amended; (iv) made or received any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment; or (v) made any
payment of funds of SCFC or any of its Subsidiaries prohibited by law or set
aside any such funds to be used for any payment prohibited by law.

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4.30 Reserved.

4.31 Reserved.

4.32 Indemnification Obligations. There is no provision, agreement or
other arrangement pursuant to which SCFC or any of its Subsidiaries is
obligated or may become obligated, or is permitted, to indemnify or reimburse
any person or entity against any liability or expense incurred by such person
or entity other than pursuant to applicable law or as allowed by charter
documents and Bylaws of SCFC and Southern Crescent Bank in the forms attached
as Schedule 4.01(b) hereto.

4.33 Special Tax Matters of SCFC.

(a) SCFC is not an investment company within the meaning
of Section 368(a)(2)(F)(iii) and Section 368(a)(2)(F)(iv) of the Code, nor is
it under the jurisdiction of a court in a "Title 11 or similar case" within the
meaning of the Section 368(a)(3)(A) and Section 368(a)(3)(D) of the Code.

(b) At the Effective Time of the Holding Company Merger,
the fair market value of the assets of SCFC will equal or exceed the sum of its
liabilities, plus the amount of liabilities, if any, to which the transferred
assets are subject.

(c) The fair market value of Eagle Stock to be received
by each holder of SCFC Stock plus the cash consideration including the cash
received in lieu of a fractional share of Eagle Stock will be approximately
equal to the fair market value of the SCFC Stock to be surrendered in the
Holding Company Merger.

(d) The liabilities of SCFC assumed by Eagle and the
liabilities to which the transferred assets are subject were incurred by SCFC
in the ordinary course of its business.

(e) There is no plan or intention on the part of any
holder of SCFC Stock who owns 1% or more of the SCFC Stock, and to the best
knowledge of SCFC management without inquiry, there is no plan or intention on
the part of the remaining SCFC stockholders to sell, exchange, or otherwise
dispose of a number of the shares of Eagle Stock after the Holding Company
Merger that would reduce the aggregate ownership (by former holders of SCFC
Stock) of Eagle Stock to a number of shares having a value, as of the Effective
Time, of less than 50% of the value of all the formerly outstanding SCFC Stock
as of the same date, all within the meaning of IRS Rev. Proc. 77-37.

(f) There is no intercorporate indebtedness existing
between SCFC and Eagle that was issued, acquired, or will be settled at a
discount.

(g) SCFC and Southern Crescent Bank will file their
respective income tax returns on the basis that the Mergers qualify as
"reorganizations" under Section 368(a)(1) of the Code; provided, however, that
SCFC and Southern Crescent Bank will thereafter not take a return position
inconsistent with the foregoing tax return positions unless such inconsistent
position shall arise out of or through an audit of such returns by the Internal
Revenue Service or other taxing authority.

4.34 Brokers. Except for services provided for SCFC by Stevens & Co.,
all negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by SCFC directly with Eagle and without
intervention of any other person, either as a result of any act of SCFC or
Southern Crescent Bank, or otherwise, in such manner as to give rise to any
valid claim against the Surviving Corporation, SCFC or Southern Crescent Bank
for a finder's fee, brokerage commission, advisory or

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consulting fee, or other like payment. The only agreement between SCFC and
Stevens & Co. is attached hereto in Schedule 4.34.

4.35 Derivative Contracts. Neither SCFC nor Southern Crescent Bank is
a party to or has agreed to enter into a swap, forward, future, option, cap,
floor or collar financial contract, or any other interest rate or foreign
currency protection contract or derivative security not included in the SCFC
Financial Statements which is a financial derivative contract (including
various combinations thereof).

4.36 Reserved.

4.37 Buy-Sell Agreement. To the knowledge of SCFC, there are no
agreements among any of its shareholders granting to any person or persons a
right of first refusal in respect of the sale, transfer, or other disposition
of shares of outstanding securities by any stockholder of SCFC (other than in
connection with the pledge of such shares), any similar agreement or any voting
agreement or voting trust in respect of any such shares.

4.38 Related Party Transactions. Schedule 4.38 sets forth a complete
and accurate description of all transactions occurring since January 1, 1995,
and all contemplated transactions, including without limitation loan
transactions (including all loans currently outstanding whether or not
originally made prior to January 1, 1995), between SCFC or Southern Crescent
Bank and any director, officer or employee of SCFC or Southern Crescent Bank,
or any affiliate or associate of such persons. All loans from Southern Crescent
Bank to any of the directors, officers or employees of SCFC or Southern
Crescent Bank, or to their affiliates or associates, are performing in all
material respects in accordance with their terms and SCFC and Southern Crescent
are not aware of any facts or circumstances that would cause the borrower of
such loans to go into default or become past due.

4.39 Regulatory Approval. Neither SCFC nor Southern Crescent has
knowledge that Eagle would not receive regulatory approval without unreasonable
delay or the imposition of material conditions in connection with the
transactions contemplated by this Agreement other than such conditions as are
customary in such transactions.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF EAGLE

Eagle hereby represents and warrants to SCFC and Southern Crescent
Bank as follows:

5.01 Organization. Eagle is a corporation duly organized, validly
existing and in good standing under the laws of the State of Georgia. Tucker
Federal is a federally chartered savings and loan association duly organized,
validly existing and in good standing under the laws of the United States. Each
of Eagle and Tucker Federal has all requisite corporate power and authority to
carry on and conduct its respective business as now being conducted and to own,
lease or operate its material properties and assets. Eagle and Tucker Federal
is duly qualified as a foreign corporation, and is in good standing, in each
state and foreign jurisdiction where the character of its assets or the nature
or conduct of its business requires it to be so qualified.

5.02 Authorized and Outstanding Stock. The authorized capital stock of
Eagle consists of (i) 10,000,000 shares of Eagle Stock, of which 4,854,000
shares are issued and outstanding, 272,000 shares are reserved for issuance
upon the exercise of outstanding options to purchase Eagle Stock and 301,800

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shares are held as treasury shares, and (ii) 5,000,000 shares of serial
preferred stock, $1.00 par value per share, none of which are issued and
outstanding. All of such issued and outstanding shares of Eagle Stock are
validly issued, fully paid and nonassessable.

5.03 Power and Authority. Eagle has the corporate right, power and
capacity to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by all necessary corporate action on the
part of Eagle. This Agreement has been duly and validly executed and delivered
by Eagle and constitutes Eagle's legal, valid and binding obligation,
enforceable in accordance with its terms.

5.04 No Conflict. The execution and delivery of this Agreement by
Eagle, the consummation of the transactions contemplated herein by Eagle, and
the performance of the covenants and agreements of Eagle, subject to the
fulfillment of the conditions set forth in Section 9.05 hereof, will not, with
or without the giving of notice or the lapse of time, or both, (i) violate or
conflict with any of the provisions of any Articles of Incorporation or Bylaws
of Eagle; (ii) violate, conflict with or result in breach or default under or
cause termination of any term or condition of any mortgage, indenture,
contract, license, permit, instrument, trust document, or other agreement,
document or instrument to which Eagle is a party or by which Eagle or any of
its properties may be bound; or (iii) violate any provision of law, statute,
rule, regulation, court order, judgment or decree, or ruling of any
governmental authority, to which Eagle is a party or by which Eagle or its
properties may be bound.

5.05 Registration Statement. Neither the Registration Statement (as
hereinafter defined) nor the Eagle Proxy Statement will, as of the applicable
effective date of the Registration Statement and any amendment thereto and as
of the applicable filing and mailing dates of the Proxy Statement/Prospectus
(as hereinafter defined) and any amendment or supplement thereto, contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions with respect to SCFC or its Subsidiaries.
No representations, warranties, assurances or statements by Eagle in this
Agreement and no statement contained in any document (including the financial
statements and the Schedules of Eagle), certificates or other writings
furnished or to be furnished by Eagle (or caused to be furnished by Eagle) to
SCFC or any of its representatives pursuant to the provisions hereof contains
or will contain any untrue statement of material fact, or omits or will omit to
state any material fact necessary, in light of the circumstances under which it
was made, in order to make the statements herein or therein not misleading.

5.06 Financial Statements.

(a) Eagle has filed and made available to SCFC all forms,
reports and documents required to be filed by Eagle with the Commission since
March 31, 1994, other than registration statements on Form S-8 (collectively,
the "Eagle SEC Reports"). The Eagle SEC Reports (i) at the time filed, complied
in all material respects with the applicable requirements of the Securities Act
of 1933, as amended (the "Securities Act") and the Exchange Act as the case may
be, and (ii) did not at the time they were filed (or if amended or superseded
by a filing prior to the date of this Agreement, then on the date of such
filing) contain any untrue statement of a material fact or omit to state a
material fact required to be stated in such Eagle SEC Reports or necessary in
order to make the statements in such Eagle SEC Reports, in light of the
circumstances under which they were made, not misleading.

(b) Each of the financial statements of Eagle (including,
in each case, any related notes) contained in the Eagle SEC Reports, including
any Eagle SEC Reports filed after the date of this

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Agreement until the Effective Time (collectively, the "Eagle Financial
Statements"), complied as to form in all material respects with the applicable
published rules and regulations of the Commission with respect thereto, was
prepared in accordance with GAAP applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes to such financial
statements or, in the case of unaudited statements, as permitted by Form 10-Q
of the Commission), and fairly presented the consolidated financial position of
Eagle and its subsidiaries as at the respective dates and the consolidated
results of its operations and cash flows for the periods indicated, except that
the unaudited interim financial statements were or are subject to normal and
recurring year-end adjustments which were not or are not expected to be
material in amount.

(c) Since March 31, 1996, except as disclosed in the
Eagle SEC Reports, there have been no events, changes or occurrences which have
had, or will have, a material adverse effect on Eagle.

5.07 No Material Changes. Neither Eagle nor Tucker Federal has
sustained, directly or indirectly, since December 31, 1995, any material loss
or interference with its business from fire, explosion, flood, hurricane,
accident or other calamity, whether or not covered by insurance, or from any
labor dispute or arbitrators' or court or governmental or regulatory action,
order or decree. Except as described or contemplated in the Eagle SEC Reports,
since December 31, 1995, there has not been any Material Adverse Change in the
capital stock or long-term debt of Eagle, or any Material Adverse Change, or,
to the knowledge of Eagle, any development that will result in a Material
Adverse Change, in or affecting the general affairs, management, financial
position, assets or results of operations of Eagle, whether or not arising in
the ordinary course of business and except those Material Adverse Changes that
have been disclosed or contemplated in an Eagle SEC Reports filed, or otherwise
made available to the general public, prior to the beginning of the period used
in calculating the Market Value pursuant to Section 3.01(c) hereof. Except as
disclosed in the Eagle SEC Reports, neither Eagle nor Tucker Federal has
incurred or undertaken any liability or obligation, direct, indirect or
contingent, which would have a Material Adverse Effect on the business or
condition (financial or other) of Eagle, except for liabilities or obligations
incurred by Eagle or Tucker Federal in the ordinary course of business. It is
expressly understood and agreed that the issuance or proposed issuance of
capital stock of Eagle in connection with a business combination or acquisition
transaction between Eagle or Tucker Federal and another entity or an offering
of capital stock by Eagle shall not constitute a Material Adverse Change to
Eagle or Tucker Federal.

5.08 Required Consents and Approvals. Other than approval of the
Agreement and the transactions contemplated thereby by applicable bank and
savings and loan regulatory agencies and the stockholders of Eagle, and other
than the review and approval of the Registration Statement and Eagle Proxy
Statement by the Commission, no consent or approval is required by virtue of
the execution hereof by Eagle or the consummation of any of the transactions
contemplated herein by Eagle to avoid the violation or breach of, or the
default under, or the creation of a lien on assets of Eagle pursuant to the
terms of, any regulation, order, decree or award of any court or governmental
agency or any lease, agreement, contract, mortgage, note, license, or any other
instrument to which Eagle is a party or to which it or any of its property or
any of its outstanding capital stock is subject.

5.09 No Undisclosed Liabilities. Except as and to the extent
reflected and adequately reserved against in the financial statements included
in the Eagle SEC Reports, to the knowledge of Eagle neither Eagle nor any
subsidiary of Eagle has any material liability or obligation, whether accrued,
absolute, contingent or otherwise.

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5.10 Litigation. Other than as disclosed in the Eagle SEC Reports or
in Schedule 5.10, there are no charges, suits, actions or investigations of a
material nature pending or threatened against Eagle or any of its subsidiaries.

5.11 Employee Benefits. To the knowledge of Eagle, all employee
benefit plans of Eagle and each of its subsidiaries have been established in
compliance with, and such plans have been operated in material compliance with,
all applicable laws. Except as set forth on Schedule 5.11, neither Eagle nor
any of its subsidiaries sponsors or otherwise maintains a "pension plan" within
the meaning of section 3(2) of ERISA or any other retirement plan other than
the Eagle 401(k) plan that is intended to qualify under Section 401 of the
Code, nor do any unfunded liabilities exist with respect to any employee
benefit plan, past or present. To the knowledge of Eagle, no employee benefit
plan, any trust created thereunder nor any trustee or administrator thereof has
engaged in a "prohibited transaction," as defined in section 4975 of the Code,
which may have a Material Adverse Effect on Eagle.

5.12 Regulatory Approval. Eagle has no knowledge that it would not
receive regulatory approval without unreasonable delay or the imposition of
material conditions in connection with the transactions contemplated by this
Agreement other than such conditions as are customary in such transactions.

ARTICLE VI

COVENANTS OF SCFC AND SOUTHERN CRESCENT BANK

6.01 Pre-Closing Operations of SCFC and Southern Crescent Bank. SCFC
and Southern Crescent Bank hereby covenant and agree that, except as consented
to in writing by Eagle, pending the Closing, SCFC and Southern Crescent Bank
will operate and conduct its business only in the ordinary course consistent
with prior practices. Pursuant thereto and not in limitation of the foregoing
from and after the date hereof:

(a) Each of SCFC and Southern Crescent Bank shall manage
its working capital, including cash, loans, other current assets, deposits and
other current liabilities, in a fashion consistent with past practice, and
shall use its best efforts to preserve intact its present business
organization, maintain its rights and franchises and preserve its relationship
with customers, suppliers and others having business dealings with it to the
end that its goodwill and ongoing business shall not be impaired in any
material respects.

(b) No material contract or commitment of any kind
relating to SCFC or Southern Crescent Bank (other than loans made by Southern
Crescent Bank or investment securities purchased or sold, in each case in the
ordinary course of business consistent with past practice and Southern Crescent
Bank's loan and investment policies) shall be entered into without the prior
written consent of Eagle.

(c) SCFC and Southern Crescent Bank shall maintain its
assets in their present state of repair (ordinary wear and tear excepted) and
shall use its best efforts to keep available the services of its employees.

(d) SCFC and Southern Crescent Bank shall not take any of
the following actions after the date of this Agreement without the prior
written consent of Eagle.

(i) Sell, transfer or otherwise dispose of any material
assets other than investment securities, loans, other
real estate owned and other assets acquired by
Southern

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Crescent Bank upon foreclosure, in each case sold in
the ordinary course of business consistent with past
practice;

(ii) Mortgage, pledge or subject to liens or other
encumbrances or charges any assets, except by
incurring Permitted Liens, liens solely securing
Federal Home Loan Bank ("FHLB") advances incurred in
the ordinary course of business consistent with past
practice and liens or pledges solely securing
government deposits made with Southern Crescent Bank
in the ordinary course of business consistent with
past practice;

(iii) Purchase or commit to purchase any capital asset
having a purchase price individually or in the
aggregate in excess of $10,000;

(iv) Purchase or sell any securities or make any material
investment, either by purchase of stock or
securities, contributions to capital, asset
transfers, or purchase of any assets, in any person
or entity or otherwise acquire direct or indirect
control over any person or entity, other than in
connection with (a) foreclosures in the ordinary
course of business, (B) acquisitions of control by
Southern Crescent Bank in its fiduciary capacity or
(C) the management of Southern Crescent Bank's
securities portfolio in the ordinary course of
business consistent with past practice and the
investment policy;

(v) (A) Increase (or announce any increase of) any
salaries, wages or employee benefits of any employee
except in the ordinary course of business consistent
with past practice provided that no such increase
shall be in excess of 7% of the respective employee's
annual compensation from Southern Crescent Bank , (B)
hire, commit to hire or terminate any employee except
in the ordinary course of business consistent with
past practice provided that neither SCFC nor Southern
Crescent Bank shall hire, commit to hire or terminate
any employee whose annual compensation from SCFC and
Southern Crescent Bank is or will be $25,000 or more,
or (C) adopt any new employee benefit plan or make
any change in any existing employee benefit plan;

(vi) Enter into or amend any employment contract between
SCFC or Southern Crescent Bank and any person;

(vii) Amend any charter document or bylaw;

(viii) Adjust, split, combine or reclassify any capital
stock of SCFC, or issue, authorize the issuance or
sell any of its capital stock (except upon the
exercise of currently outstanding SCFC Options
previously granted to employees or directors),
redeem, purchase or otherwise acquire any shares of
its capital stock, or make any other change in its
issued and outstanding capital stock, or issue any
warrant, option or other right to purchase shares of
its capital stock or any security convertible into
its capital stock, or declare any dividends or make
any other distribution with respect to its capital
stock;

(ix) Incur, assume or guarantee any obligation or
liability for borrowed money (other than advances
from the FHLB and repurchase agreements with North
American Money Order Company, in each case in the
ordinary course of business consistent

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<PAGE> 108

with past practice and applicable policies), or
exchange, refund or renew any outstanding
indebtedness of SCFC or Southern Crescent Bank in
such a manner as to reduce the principal amount of
such indebtedness or increase the interest rate or
balance outstanding;

(x) Cancel or forgive any indebtedness owed to SCFC or
Southern Crescent Bank or modify any such
indebtedness with a principal amount over $50,000
individually or in the aggregate;

(xi) Amend or terminate any material agreement, including
without limitation any employee benefit plan or any
insurance policy, in force on the date hereof;

(xii) Solicit or entertain any offer for, or sell or agree
to sell, or participate in any business combination
with respect to, any of the shares of its capital
stock or all or substantially all of its assets;

(xiii) Make any changes in financial or tax accounting
methods, principles or practices;

(xiv) Do any act, omit to do any act or permit any act
within its control which will cause any
representation or warranty made herein to be untrue
as of the Closing or prevent SCFC or Southern
Crescent Bank from complying with any obligation
contained in this Agreement or any obligations
contained in any contract;

(xv) Issue substitute stock certificates to replace
certificates which have been lost, misplaced,
destroyed, stolen or are otherwise irretrievable,
unless an adequate bond or indemnity agreement
approved by Eagle has been duly executed and
delivered to SCFC;

(xvi) Violate or amend any of its existing policies,
including, without limitation, its loan policy;

(xvii) Make any material changes in the interest rate paid
on its deposits or charged on its loans other than in
response to changes in market rates generally and
consistent with past practice;

(xviii) Elect any new executive officers or directors; or

(xix) Make any material adjustments to its loan loss
reserves.

6.02 Access. From the date of this Agreement through the Closing Date,
SCFC and Southern Crescent Bank shall (i) provide Eagle and its designees
(officers, counsel, accountants, actuaries, and other authorized
representatives) with such information as Eagle or its designees may from time
to time reasonably request with respect to SCFC and Southern Crescent Bank and
the transactions contemplated by this Agreement; (ii) provide Eagle and its
designees access during regular business hours and upon reasonable notice to
the books, records, offices, personnel, counsel, accountants and actuaries of
SCFC and Southern Crescent Bank as Eagle or its designees may from time to time
reasonably request; and (iii) permit Eagle and its designees to make such
inspections thereof as Eagle or its designees may reasonably request. Any
investigation shall be conducted in such a manner so as not to interfere
unreasonably with the operation of the business of SCFC and Southern Crescent
Bank. No such investigation shall limit or

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modify in any way SCFC's or Southern Crescent Bank's obligations with respect
to any breach of its representations, warranties, covenants or agreements
contained herein.

6.03 Interim Financial Statements. As promptly as practicable after
each month and quarter subsequent to June 30, 1996 and prior to the Closing
Date, SCFC will deliver to Eagle periodic financial and other reports
concerning SCFC and Southern Crescent Bank in the form which it customarily
prepares for its internal purposes and, if available, unaudited statements of
the financial position of SCFC and Southern Crescent Bank as of the last day of
each month and unaudited statements of income of SCFC and Southern Crescent
Bank for the monthly period then ended, including without limitation a list of
classified loans and other real estate and a list of all new loans made and
certificates of deposit issued during the period.

6.04 Meeting of Stockholders: Preparation of Supporting Documents. As
soon as practicable following the execution of this Agreement, SCFC shall call
a special meeting of its stockholders to be held within 45 days of the
effective date of the Registration Statement for the purpose of considering and
voting upon the Holding Company Merger. In addition to such actions as SCFC
and Southern Crescent Bank may otherwise be required to take under this
Agreement or applicable law in order to consummate the transactions
contemplated by this Agreement, SCFC and Southern Crescent Bank shall take such
action, shall furnish such information, and shall prepare, or cooperate in
preparing, and execute and deliver such certificates, agreements and other
instruments as Eagle may reasonably request from time to time, before, at or
after the Closing, with respect to compliance with obligations of SCFC and
Southern Crescent Bank in connection with Eagle's acquisition of SCFC. Any
information so furnished by SCFC and Southern Crescent Bank shall be true,
current and complete in all material respects and shall not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.

6.05 Director Agreements. SCFC shall on the date of execution of this
Agreement, or as soon thereafter as practicable but in no event later than the
date of filing the Registration Statement, obtain (i) an agreement from a
majority of the directors of SCFC and Southern Crescent Bank which shall
provide that each director of SCFC will vote his shares of SCFC Stock in favor
of this Agreement and the transactions contemplated thereby and, unless a
majority of the full Board of Directors determines based upon the facts and
circumstances then in existence and upon an opinion of counsel that it would be
a breach of their fiduciary duties as directors to publicly support this
Agreement and the transactions contemplated hereby, will publicly support this
Agreement and such transactions, (ii) an agreement from each director who did
not execute the agreement contemplated in (i) above that such director will not
publicly oppose the agreement and the transactions contemplated thereby and
will not exercise his rights under the Dissenter Provisions in connection with
such transactions, and (iii) an agreement from each director of SCFC and
Southern Crescent Bank and from each "affiliate" (as such term is used in Rule
145 of the Commission under the Securities Act) of SCFC and Southern Crescent
Bank which shall provide that (A) such person will not make a "distribution,"
within the meaning of Rule 145 under the Securities Act, of the Eagle Stock
that he receives in the Holding Company Merger and will hold such Eagle Stock
subject to the rules and regulations of the Commission hereunder, and (B) such
person will not sell or otherwise reduce his risk relative to any shares of
Eagle Stock acquired in the Holding Company Merger until financial results
covering at least 30 days of post Holding Company Merger combined operations
have been published.

6.06 Registration Statement and Eagle Proxy Statement.

(a) The Registration Statement and the Eagle Proxy Statement
at the time of filing thereof with the Commission and on the date of mailing
the Proxy Statement/Prospectus and the Eagle Proxy Statement to the SCFC and
the Eagle stockholders, respectively, will not contain or incorporate by

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reference any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they are made, not misleading;
provided, however, that this covenant shall not apply to statements or
omissions made with respect to Eagle or its subsidiaries. All contracts,
documents, leases, licenses, permits, arrangements or understandings relating
to SCFC and Southern Crescent required to be described in the Registration
Statement or the Eagle Proxy Statement or to be filed as exhibits to the
Registration Statement or the Eagle Proxy Statement will be, at the time the
Registration Statement and the Eagle Proxy Statement is filed, described in the
Registration Statement or the Eagle Proxy Statement or filed as exhibits to the
Registration Statement or the Eagle Proxy Statement, as required by the Act and
the Rules and Regulations.

(b) Each document relating to SCFC or Southern Crescent Bank
incorporated or deemed to be incorporated by reference into the Registration
Statement, at the time the Registration Statement and the Eagle Proxy Statement
or any amendment thereto is filed with the Commission and when the Registration
Statement and the Eagle Proxy Statement and any post-effective amendment
thereto is declared effective, will comply in all material respects with the
requirements of the Securities Act and the Exchange Act, as applicable, and the
Rules and Regulations and the rules and regulations of the Commission under the
Exchange Act (the "Exchange Act Rules and Regulations"), and when read together
with the other information set forth therein at each time the Registration
Statement and the Eagle Proxy Statement and any post-effective amendment to
the Registration Statement is declared effective or is authorized by the
Commission for mailing, during the time a Proxy Statement/Prospectus is
required to be delivered by the Act or the Exchange Act and at the Effective
Time, will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading.

(c) The audited and unaudited consolidated financial
statements and schedules of SCFC (including the related notes) that will be
included or incorporated by reference in the Registration Statement, the Proxy
Statement/Prospectus and the Eagle Proxy Statement will present fairly the
consolidated financial condition of SCFC as of the dates indicated and the
results of its operations, changes in stockholders' equity and cash flows for
the periods specified. Such financial statements, schedules and related notes
will be prepared in conformity with GAAP applied on a consistent basis
throughout the periods involved. The supporting schedules that will be included
or incorporated by reference in the Registration Statement, the Proxy
Statement/Prospectus and the Eagle Proxy Statement and the summary and selected
financial data and other financial and statistical information that will be set
forth or incorporated by reference in the Proxy Statement/Prospectus and the
Eagle Proxy Statement will present fairly the information shown therein as of
the dates indicated and will be derived from, and will be consistent with, the
audited and unaudited financial statements included or incorporated by
reference in the Registration Statement, the Proxy Statement/Prospectus and the
Eagle Proxy Statement. The financial statements and schedules (including the
related notes) of SCFC to be included or incorporated by reference in the
Registration Statement, the Proxy Statement/Prospectus and the Eagle Proxy
Statement will conform to the requirements of Regulation S-X of the Commission
applicable thereto and will present fairly the information shown therein for
the periods reflected.

6.07 Notice of Breach or Potential Breach. SCFC shall promptly notify
Eagle of any change, circumstance or event which would cause any of the
representations or warranties made by SCFC and Southern Crescent Bank pursuant
to this Agreement to be untrue as of the date hereof or at the Closing or which
prevents SCFC or Southern Crescent Bank from complying with any of its
obligations hereunder.

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ARTICLE VII

COVENANTS OF EAGLE

Eagle hereby covenants and agrees as follows:

7.01 Access. From the date of this Agreement through the Closing Date,
Eagle and each of its subsidiaries shall (i) provide SCFC and Southern Crescent
Bank and its designees (officers, counsel, accountants, actuaries, and other
authorized representatives) with such information as SCFC and Southern Crescent
Bank may from time to time reasonably request with respect to Eagle and its
subsidiaries and the transactions contemplated by this Agreement; (ii) provide
SCFC and Southern Crescent Bank and its designees access during regular
business hours and upon reasonable notice to the books, records, offices,
personnel, counsel, accountants and actuaries of Eagle and its subsidiaries, as
SCFC and Southern Crescent Bank or its designees may from time to time
reasonably request; and (iii) permit SCFC and Southern Crescent Bank and its
designees to make such inspections thereof as SCFC and Southern Crescent Bank
may reasonably request. Any investigation shall be conducted in such a manner
so as not to interfere unreasonably with the operation of the business of Eagle
or any of its subsidiaries. No such investigation shall limit or modify in any
way obligations of Eagle with respect to any breach of its representations,
warranties, covenants or agreements contained herein.

7.02 Interim Financial Statements. As promptly as practicable after
each regular quarterly accounting period subsequent to June 30, 1996 and prior
to the Closing Date, Eagle will deliver to SCFC periodic financial reports in
the form which it customarily prepares for its internal purposes and, if
available, Eagle will deliver to SCFC unaudited statements of the consolidated
financial position of Eagle as of the last day of each such quarterly
accounting period and unaudited consolidated statements of income and cash flow
of Eagle for the period then ended.

7.03 Registration Statement.

(a) The Registration Statement at the time of filing thereof
with the Commission, will conform in all material respects to the requirements
of the Act and the Rules and Regulations and to the Exchange Act and the
Exchange Act Rules and Regulations, and will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading; provided, however,
that this representation and warranty shall apply only to any statements or
omissions made with respect to Eagle or its subsidiaries (herein referred to as
"Holding Company Information").

(b) On the date when the Registration Statement becomes
effective, when any subsequent amendment to the Registration Statement becomes
effective, when any supplement to the Proxy Statement/Prospectus is filed with
the Commission and at the time the Proxy Statement/Prospectus is mailed to the
stockholders of SCFC, (A) the Registration Statement, the Proxy
Statement/Prospectus and any amendments and supplements thereto, including the
consolidated financial statements of Eagle included or incorporated by
reference in the Proxy Statement/Prospectus, will conform in all material
respects to the requirements of the Act, the Rules and Regulations, the
Exchange Act, and the Exchange Act Rules and Regulations and (B) neither the
Registration Statement nor the Proxy Statement/Prospectus or any amendment or
supplement thereto, including the consolidated financial statements of Eagle
included or incorporated by reference in the Proxy Statement/Prospectus, will
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein not misleading; provided, however, that this representation and
warranty shall apply only to Holding Company Information. All contracts,
documents, leases, licenses, permits, arrangements

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or understandings relating to Eagle or its subsidiaries required to be
described in the Registration Statement or the Proxy Statement/Prospectus or to
be filed as exhibits to the Registration Statement will be, at the time the
Registration Statement is filed, described in the Registration Statement or the
Proxy Statement/Prospectus or filed as exhibits to the Registration Statement
(including those described or filed as exhibits through incorporation by
reference to documents previously filed by Eagle with the Commission), as
required by the Act and the Rules and Regulations.

(c) Each document relating to Eagle or its subsidiaries
incorporated or deemed incorporated by reference into the Proxy
Statement/Prospectus or the Registration Statement, at the time the
Registration Statement or any amendment thereto is filed with the Commission
and when the Registration Statement and any post-effective amendment thereto is
declared effective, will comply in all material respects with the requirements
of the Act or the Exchange Act, as applicable, and the Rules and Regulations
and the Exchange Act Rules and Regulations, and when read together with the
other information relating to Eagle or its subsidiaries in the Proxy
Statement/Prospectus at each time the Registration Statement and any
post-effective amendment to the Registration Statement is declared effective,
during the time a Proxy Statement/Prospectus is required to be delivered by the
Exchange Act and at the Effective Time, will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.

(d) The audited and unaudited consolidated financial
statements and schedules of Eagle (including the related notes) that will be
included or incorporated by reference in the Registration Statement and the
Proxy Statement/Prospectus will present fairly the consolidated financial
condition of Eagle as of the dates indicated and the consolidated results of
its operations, changes in stockholders' equity and cash flows for the periods
specified. Such financial statements, schedules and related notes will have
been prepared in conformity with GAAP applied on a consistent basis throughout
the periods involved. The supporting schedules that will be included or
incorporated by reference in the Registration Statement and the Proxy
Statement/Prospectus and the summary and selected financial data and other
financial and statistical information that will be set forth or incorporated by
reference in the Proxy Statement/Prospectus will present fairly the information
shown therein as of the dates indicated and will be derived from, and will be
consistent with, the audited and unaudited consolidated financial statements
included or incorporated by reference in the Registration Statement and the
Proxy Statement/Prospectus. The consolidated financial statements and schedules
(including the related notes) of Eagle to be included or incorporated by
reference in the Registration Statement or the Proxy Statement/Prospectus will
conform to the requirements of Regulation S-X of the Commission applicable
thereto and will present fairly the information shown therein for the periods
reflected.

7.04 Notice of Breach or Potential Breach. Eagle shall promptly notify
SCFC of any change, circumstance or event which would cause any of the
representations or warranties made by Eagle pursuant to this Agreement to be
untrue as of the date hereof or at the Closing or which prevents Eagle from
complying with any of its obligations hereunder.

7.05 Nasdaq Listing. Eagle shall use its reasonable best efforts to
cause the Eagle Stock to be issued in the Holding Company Merger to be listed
for trading on Nasdaq on or before the Effective Time.

7.06 Meeting of Eagle Stockholders. If required by applicable law,
regulation or the rules of the National Association of Securities Dealers,
Inc., Eagle submit this Agreement and the transactions contemplated hereby to
the stockholders of Eagle for consideration and approval at a Special Meeting
of Stockholders.

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7.07 Employee Benefit Matters. At the Effective Time, all employees of
SCFC and its Subsidiaries shall, at Eagle's option, either (i) become employees
of Eagle or Tucker Federal ("Retained Employees") or (ii) be entitled to
severance benefits in accordance with Eagle's severance policy as it exists as
of the date of this Agreement. All Retained Employees shall be entitled, to the
extent permitted by applicable law, to participate in all benefit plans of
Eagle to the same extent as similarly situated employees of Eagle and Tucker
Federal. To the extent permitted by applicable law and to the extent that it
will not interfere with the qualified status of an Eagle benefit plan which is
intended to meet the requirements of Code Section 401(a), the period of service
with SCFC and its Subsidiaries of all Retained Employees shall be recognized
for vesting and eligibility purposes under Eagle's benefit plans.

7.08 Director Agreements. Eagle shall on the date of execution of this
Agreement, or as soon thereafter as practicable but in no event later than the
date of filing the Registration Statement, obtain an agreement from a majority
of the directors of Eagle which shall provide that each director of Eagle will
vote his shares of Eagle Stock in favor of this Agreement and the transactions
contemplated thereby.

7.09 Regulatory Approval. Eagle shall use its reasonable efforts to
file and pursue all regulatory approvals required in connection with this
Agreement and the transactions contemplated hereby in a timely manner.

ARTICLE VIII

COVENANTS OF THE PARTIES

SCFC, Southern Crescent Bank and Eagle hereby covenant to and agree
with one another as follows:

8.01 Approvals of Third Parties; Satisfaction of Conditions to
Closing. SCFC, Southern Crescent Bank and Eagle will use their reasonable, good
faith efforts, and will cooperate with one another, to secure as soon as
reasonably practicable hereafter all necessary consents, approvals,
authorizations and exemptions from governmental agencies and other third
parties, including, without limitation, all consents required by Sections 9.05,
9.06, 10.06 and 10.07 hereof. SCFC, Southern Crescent Bank and Eagle will use
their reasonable, good faith efforts to cause or obtain the satisfaction of the
conditions specified in Article IX and X.

8.02 Preparation of Registration Statement, the Proxy
Statement/Prospectus and Eagle Proxy Statement. SCFC, Southern Crescent Bank
and Eagle shall promptly prepare the Proxy Statement/Prospectus and the Eagle
Proxy Statement and shall promptly prepare and file with the Commission the
Registration Statement, in which the Proxy Statement/Prospectus will be
included, and the Eagle Proxy Statement. Each of SCFC and Eagle shall use all
reasonable efforts to have the Registration Statement declared effective under
the Act and the Eagle Proxy Statement authorized for mailing to the Eagle
Stockholders as promptly as practicable after filing thereof. Eagle shall also
take any action (other than qualifying to do business in any jurisdiction in
which it is now not so qualified) required to be taken under any applicable
state securities laws in connection with the issuance of the Eagle Stock in the
Holding Company Merger and SCFC shall furnish all information concerning SCFC,
its Subsidiaries and the holders of SCFC Stock as may be reasonably requested
in connection with any such action.

8.03 Confidentiality. In connection with this Agreement the parties
may have access to information which is nonpublic, confidential or proprietary
in nature. All of such information, in whole or in part, together with any
analyses, compilations, studies or other documents prepared by any party,

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which contain or otherwise reflect any such information is hereinafter referred
to as the "Information". Each party hereby agrees as follows: (i) the
Information will be kept confidential and shall not, without the prior mutual
written consent of the parties, be disclosed, in any manner whatsoever, in
whole or in part, and shall not be used by any party following the termination
of this Agreement. Each party agrees to transmit the Information only to its
respective employees and representatives who need to know the Information and
who shall agree to be bound by the terms and conditions of this Agreement. In
any event, each party shall be responsible for any breach of this Agreement by
its respective employees or representatives; and (ii) each party agrees to keep
a record of the location of the Information. If the transactions contemplated
hereunder are not consummated, the Information, except for that portion of the
Information which consists of analyses, compilations, studies or other
documents prepared by each party's respective employees and representatives,
will be returned to the other promptly upon request and no party shall retain
any copies. That portion of the Information, and all copies thereof, which
consists of analyses, compilations, studies or other documents prepared by each
party's respective employees and representatives will be kept confidential and
subject to the terms of this Agreement or destroyed; and (iii) in the event any
party becomes legally compelled to disclose any of the Information, such party
will provide to the other parties prompt notice so that each other party may
seek a protective order or other appropriate remedy and/or waive compliance
with the provisions of this Agreement. In the event that such protective order
or other remedy is not obtained, or compliance with the provisions of this
Agreement is waived, a party will furnish only that portion of the Information
which is legally required, and to the extent requested by the other party, will
exercise its best efforts to obtain a protective order or other reliable
assurance that confidential treatment will be accorded the Information. The
term "Information" does not include information which (i) was known to any
party about another party prior to its disclosure, provided that such
information was lawfully obtained or developed, (ii) becomes generally
available to the public other than as a result of a disclosure by a party in
violation of this Agreement, or (iii) becomes available from a source other
than a party to this Agreement, if the source is not bound by a confidentiality
agreement and such source lawfully obtained such information.

8.04 Certain Modifications. Eagle, SCFC and Southern Crescent Bank
shall consult with respect to their loan, litigation, and real estate valuation
policies and practices (including loan classifications and levels of reserves)
and SCFC and Southern Crescent Bank shall make such modifications or changes to
its policies and practices, if any, prior to the Effective Time, as may be
mutually agreed upon. Eagle, SCFC and Southern Crescent Bank also shall consult
with respect to the character, amount and timing of restructuring and
Merger-related expense charges to be taken by SCFC and Southern Crescent Bank
in connection with the transactions contemplated by this Agreement, and shall
take such charges in accordance with GAAP, prior to the Effective Time, as may
be mutually agreed upon by the Parties. Neither parties' representations,
warranties and covenants contained in this Agreement shall be deemed to be
inaccurate or breached in any respect as a consequence of any modifications or
charges undertaken solely on account of this Section 8.04 provided such
modifications or charges are consented to in writing by the parties hereto in
advance of such modification or charge.

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF SCFC AND SOUTHERN CRESCENT BANK

Each of the obligations of SCFC and Southern Crescent Bank to be
performed hereunder shall be subject to the satisfaction (or waiver by SCFC and
Southern Crescent Bank) at or prior to the Closing Date of each of the
following conditions:

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9.01 Representations and Warranties True at Closing Date. Each of
Eagle's representations and warranties contained in this Agreement shall be
true in all material respects on and as of the Closing Date with the same force
and effect as though made on and as of such date; Eagle shall have complied in
all material respects with the covenants and agreements set forth herein to be
performed or complied with by them on or before the Closing Date; and Eagle
shall have delivered to SCFC and Southern Crescent Bank a certificate dated the
Closing Date and signed by their duly authorized officers to all such effects,
and confirming such other matters as may be reasonably requested by SCFC and
Southern Crescent Bank.

9.02 Litigation. No suit, investigation, action or other proceeding
shall be pending or overtly threatened against SCFC, Southern Crescent Bank or
Eagle before any court or governmental agency, including without limitation any
suit, investigation, action or proceeding which has resulted in the restraint
or prohibition of SCFC and Southern Crescent Bank, or, could in the reasonable
opinion of counsel for SCFC and Southern Crescent Bank, result in the obtaining
of material damages or other relief from SCFC and Southern Crescent Bank, in
connection with this Agreement or the consummation of the transactions
contemplated hereby.

9.03 Opinion of Counsel to Eagle. SCFC and Southern Crescent Bank
shall have received from counsel to Eagle an opinion, dated the Closing Date,
in the form of Exhibit 9.03.

9.04 Documents Satisfactory in Form and Substance. All agreements,
certificates, opinions and other documents delivered by Eagle to SCFC or
Southern Crescent Bank hereunder shall be in form and substance satisfactory to
counsel for SCFC and Southern Crescent Bank, in the exercise of such counsel's
reasonable judgment.

9.05 Required Governmental Approvals. All governmental authorizations,
consents and approvals necessary for the valid consummation of the transactions
contemplated hereby shall have been obtained and shall be in full force and
effect. All applicable governmental pre-acquisition filing, information
furnishing and waiting period requirements shall have been met or such
compliance shall have been waived by the governmental authority having
authority to grant such waivers.

9.06 Stockholder Approval. This Agreement shall have been approved and
adopted by the affirmative vote of the holders of a majority of the outstanding
shares of SCFC Stock entitled to vote thereon.

9.07 Due Diligence Review. Within 30 days from the date hereof,
representatives of SCFC and Southern Crescent Bank shall have completed the due
diligence review of the operations, condition (financial and other), prospects,
assets and liabilities of, and other matters related to, Eagle and each of its
subsidiaries and their respective businesses to the satisfaction of SCFC and
Southern Crescent Bank and all material issues arising in connection with such
investigation must have been resolved in all material respects to the
satisfaction of SCFC and Southern Crescent Bank.

9.08 Fairness Opinion. SCFC shall have obtained a fairness opinion
satisfactory in form to SCFC from Carson Medlin concluding that the Holding
Company Merger is fair from a financial point of view to the stockholders of
SCFC.

9.09 Tax Opinion. SCFC shall have received from Long, Aldridge &
Norman, LLP or Arthur Andersen L.L.P., an opinion in form and substance
reasonably satisfactory to Eagle and its counsel to the effect that (i) the
Holding Company Merger will constitute a "reorganization" within the meaning of
Section 368 of the Code, (ii) no gain or loss will be recognized by Eagle, SCFC
or Southern Crescent Bank in connection with the Holding Company Merger, (iii)
no gain or loss will be recognized by the

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stockholders of SCFC who receive shares of Eagle Stock in the Holding Company
Merger except to the extent of any cash or taxable "boot" received by such
persons from Eagle, and except to the extent of any dividends received from
SCFC prior to the Effective Time, (iv) the tax basis of the Eagle Stock
received by such stockholders from Eagle in connection with the Holding Company
Merger will be equal to the sum of the tax basis of their shares of Eagle Stock
exchanged in the Holding Company Merger and the amount of gain, if any, which
was recognized by the exchanging SCFC stockholder, including any portion
treated as a dividend, less the value of taxable boot, if any, received by such
stockholder in the Holding Company Merger, (v) the holding period of the Eagle
Stock will include the holding period of the shares of SCFC Stock exchanged
therefor if such shares of SCFC Stock were capital assets in the hands of the
exchanging SCFC stockholder, and (vi) cash received by a SCFC stockholder in
lieu of a fractional share interest of Eagle Stock will be treated as having
been received as a distribution in full payment in exchange for the fractional
share interest of Eagle Stock which he would otherwise be entitled to receive
and will qualify as capital gain or loss (assuming the SCFC Stock was a capital
asset in his hands as of the Effective time).

ARTICLE X

CONDITIONS TO OBLIGATIONS OF EAGLE

The obligations of Eagle to be performed hereunder shall be subject to
the satisfaction (or waiver by Eagle) on or before the Closing Date of each of
the covenants of SCFC and Southern Crescent Bank set forth herein and of each
of the following conditions:

10.01 Representations and Warranties True at Closing Date. Each of the
representations and warranties of SCFC and Southern Crescent Bank contained in
this Agreement shall be true in all material respects on and as of the Closing
Date with the same force and effect as though made on and as of such date, and
SCFC and Southern Crescent Bank shall have performed and complied in all
material respects with the covenants and agreements set forth herein to be
performed or complied with by SCFC or Southern Crescent Bank on or before the
Closing Date; and SCFC and Southern Crescent Bank shall have delivered to Eagle
a certificate signed by its President to all such effects, and confirming such
other matters as may be reasonably requested by Eagle.

10.02 No Material Change. Neither SCFC nor any of its Subsidiaries
shall have suffered any Material Adverse Change since December 31, 1995 in its
business, operations, prospects, management, financial condition, working
capital, assets, liabilities (absolute, accrued, contingent or otherwise),
reserves or operations.

10.03 Reserved.

10.04 Reserved.

10.05 Litigation. No suit, investigation, action or other proceeding
shall be pending or overtly threatened against SCFC or any of its Subsidiaries
or Eagle or any of its subsidiaries before any court or governmental agency,
including without limitation any suit, investigation, action or other
proceeding which has resulted in the restraint or prohibition of any such
party, or could result in the obtaining of material damages or other relief
from any such party in connection with this Agreement or the consummation of
the transactions contemplated hereby.

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10.06 Required Governmental Approvals. All governmental
authorizations, consents and approvals necessary for the valid consummation of
the transactions contemplated hereby shall have been obtained and shall be in
full force and effect. All applicable governmental pre-acquisition filing,
information furnishing and waiting period requirements shall have been met or
such compliance shall have been waived by the governmental authority having
authority to grant such waivers.

10.07 Other Necessary Consents. This Agreement and the transactions
contemplated hereby shall have been approved and adopted by the affirmative
vote of the holders of a majority of the outstanding shares of SCFC Stock
entitled to vote thereon. SCFC and each of its Subsidiaries shall have obtained
all consents and approvals necessary for it to consummate the transactions
contemplated by this Agreement. With respect to each such consent or approval,
Eagle shall have received written evidence, satisfactory to Eagle, that such
consent or approval has been duly and lawfully filed, given, obtained or taken
and is effective, valid and subsisting.

10.08 Opinion of Counsel to SCFC. Eagle shall have received from
counsel to SCFC an opinion, dated the Closing Date, in the form of Exhibit
10.08.

10.09 Documents Satisfactory in Form and Substance. All agreements,
certificates, opinions and other documents delivered by SCFC and Southern
Crescent Bank to Eagle hereunder shall be in form and substance satisfactory to
counsel for Eagle, in the exercise of such counsel's reasonable judgment.

10.10 Reserved.

10.11 Due Diligence Review. Within 30 days after the date hereof,
representatives of Eagle shall have completed the due diligence review of the
operations, condition (financial and other), prospects, assets and liabilities
of, and other matters related to, SCFC and each of its Subsidiaries and their
respective businesses to the satisfaction of Eagle and all material issues
arising in connection with such investigation must have been resolved in all
material respects to the satisfaction of Eagle.

10.12 Accountants' Letters. Eagle shall have received a letter from
Grant Thornton with respect to the financial, accounting and statistical data
regarding SCFC set forth in the Registration Statement dated within five days
prior to the Closing Date, substantially in the form attached as Exhibit 10.12.

10.13 Fairness Opinion. Eagle shall have obtained a fairness opinion
satisfactory in form to Eagle from Morgan Keegan & Company, Inc. concluding
that the purchase of SCFC is fair from a financial point of view to the
stockholders of Eagle.

10.14 Limitation on Dissenting Stockholders. All periods for
notification of demands by Dissenting Stockholders pursuant to the Dissenter
Provisions shall have expired. Neither SCFC, Southern Crescent Bank nor Eagle
shall have received notification of demands from Dissenting Stockholders who
hold an aggregate of ten percent (10%) or more of the outstanding SCFC Stock.

10.15 Director Agreements. Each director of SCFC and each other person
who would be deemed to be an "affiliate" of SCFC (as defined in Rule 145 of the
Commission) shall enter into an agreement with Eagle pursuant to Section 6.05
hereof.

10.16 Pooling of Interests. The Holding Company Merger shall qualify
for the pooling of interests method of accounting under GAAP and Eagle shall
have received the written opinion of Arthur Andersen LLP to that effect.

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10.17 Employment Agreements. Neither SCFC nor Southern Crescent Bank
shall be a party to any employment or similar agreement with any person or
persons other than with Charles M. Buckner and Jerry Stapleton, which
agreements shall be terminated as of the Effective Time. Tucker Federal shall
have entered into employment agreements with each of Messrs. Buckner and
Stapleton, in form and substance satisfactory to Tucker Federal in its sole
discretion. Notwithstanding the foregoing, it is expressly understood and
agreed that all of SCFC's and Southern Crescent Bank's obligations under the
Employment and Compensation Agreement dated February 20, 1995, by and between
SCFC, Southern Crescent Bank and Richard Florin shall be terminated no later
than October 20, 1996.

10.18 Reserved.

10.19 Tax Opinion. Eagle shall have received from Long, Aldridge &
Norman, LLP or Arthur Andersen L.L.P., an opinion in form and substance
reasonably satisfactory to Eagle and its counsel to the effect that (i) the
Holding Company Merger will constitute a "reorganization" within the meaning of
Section 368 of the Code, (ii) no gain or loss will be recognized by Eagle, SCFC
or Southern Crescent Bank in connection with the Holding Company Merger, (iii)
no gain or loss will be recognized by the stockholders of SCFC who receive
shares of Eagle Stock in the Holding Company Merger except to the extent of any
taxable "boot" received by such persons from Eagle, and except to the extent of
any dividends received from SCFC prior to the Effective Time, (iv) the tax
basis of the Eagle Stock received by such stockholders from Eagle in connection
with the Holding Company Merger will be equal to the sum of the tax basis of
their shares of Eagle Stock exchanged in the Holding Company Merger and the
amount of gain, if any, which was recognized by the exchanging SCFC
stockholder, including any portion treated as a dividend, less the value of
taxable boot, if any, received by such stockholder in the Holding Company
Merger, (v) the holding period of the Eagle Stock will include the holding
period of the shares of SCFC Stock exchanged therefor if such shares of SCFC
Stock were capital assets in the hands of the exchanging SCFC stockholder, and
(vi) cash received by a SCFC stockholder in lieu of a fractional share interest
of Eagle Stock will be treated as having been received as a distribution in
full payment in exchange for the fractional share interest of Eagle Stock which
he would otherwise be entitled to receive and will qualify as capital gain or
loss (assuming the SCFC Stock was a capital asset in his hands as of the
Effective time).

ARTICLE XI

CLOSING

11.01 Closing Date. Subject to the satisfaction or waiver of the
conditions set forth herein, the consummation of the Holding Company Merger
(the "Closing") shall take place within ten days following receipt of all
requisite approvals and the expiration of applicable waiting periods, or as
soon thereafter as practicable, at such time and place as the parties shall
agree (the "Closing Date"), and the Bank Merger shall take place simultaneously
therewith.

ARTICLE XII

TERMINATION PRIOR TO CLOSING

12.01 Termination of Agreement. This Agreement may be terminated at
any time prior to the Closing:

(a) By the mutual written consent of Eagle, SCFC and Southern Crescent
Bank;

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(b) By SCFC and Southern Crescent Bank in writing, without liability,
if Eagle shall (i) fail to perform in any material respect its agreements
contained herein required to be performed by it on or prior to the Closing
Date, or (ii) materially breach any of its representations, warranties or
covenants contained herein, which failure or breach is not cured within ten
(10) days after SCFC and Southern Crescent Bank has notified Eagle of its
intent to terminate this Agreement pursuant to this subparagraph (b);

(c) By Eagle in writing, without liability, if SCFC and Southern
Crescent Bank shall (i) fail to perform in any material respect its agreements
contained herein required to be performed by either of them on or prior to the
Closing Date, or (ii) materially breach any of their representations,
warranties or covenants contained herein, which failure or breach is not cured
within ten (10) days after Eagle has notified SCFC or Southern Crescent Bank of
its intent to terminate this Agreement pursuant to this subparagraph (c);

(d) By either Eagle or SCFC and Southern Crescent Bank in writing,
without liability, if there shall be any order, writ, injunction or decree of
any court or governmental or regulatory agency binding on Eagle, SCFC or
Southern Crescent Bank, which prohibits or restrains Eagle, SCFC or Southern
Crescent Bank from consummating the transactions contemplated hereby, provided
that Eagle, SCFC and Southern Crescent Bank shall have used their reasonable,
good faith efforts to have any such order, writ, injunction or decree lifted,
and the same shall not have been lifted within thirty (30) days after entry, by
any such court or governmental or regulatory agency;

(e) By SCFC, in writing, without liability, if the Market Value per
share of Eagle Stock is less than $14.00;

(f) By Eagle, in writing, without liability, if the Market Value per
share of Eagle Stock is more than $17.50; or

(g) By Eagle or SCFC, in writing, without liability, if for any reason
the Closing has not occurred by April 30, 1997 other than as a result of a
breach of this Agreement by the party seeking to terminate this Agreement.

12.02 Termination of Obligations. Termination of this Agreement
pursuant to this Article XII shall terminate all obligations of the parties
hereunder except the obligations under Section 8.03, Article XIII and Section
14.12; provided, however, that termination pursuant to subparagraphs (b), (c)
or (g) of Section 12.01 hereof shall not relieve a defaulting or breaching
party from any liability to the other party hereto.

ARTICLE XIII

EXPENSES

13.01 Expenses. Eagle, SCFC and Southern Crescent Bank each agrees to
pay its own fees and expenses incurred in connection with the transactions
contemplated by this Agreement; provided, however, in the event of the
termination of this Agreement by Eagle pursuant to Section 12.01(c) hereof as a
result of any knowing, willful, or negligent act or omission to act by SCFC or
Southern Crescent Bank or any

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director (acting in any capacity), officer, employee, agent or advisor of SCFC
or any of its Subsidiaries, SCFC and Southern Crescent Bank shall pay all of
the fees and expenses paid or payable by Eagle to third parties in connection
with this Agreement and the transactions contemplated hereby. In the event of
termination of this Agreement by SCFC and Southern Crescent Bank pursuant to
Section 12.01(b) hereof as a result of any knowing, willful, or negligent act
or omission to act by Eagle or any director (acting in any capacity), officer,
employee, agent or advisor of Eagle, Eagle shall pay all of the fees and
expenses paid or payable by SCFC or Southern Crescent Bank to third parties in
connection with this Agreement and the transactions contemplated hereby other
than any consultants fees.

ARTICLE XIV

MISCELLANEOUS

14.01 Survival. The representations and warranties of SCFC and
Southern Crescent Bank contained herein or in any certificate or other document
delivered pursuant hereto or in connection herewith shall be extinguished by
the Closing, except for the covenants and agreements of SCFC and Southern
Crescent Bank set forth in Section 8.03 which shall survive without limitation
as to time.

14.02 Entire Agreement. This Agreement (including the Schedules and
Exhibits) constitutes the sole understanding of the parties with respect to the
subject matter hereof; provided, however, that this provision is not intended
to abrogate any other written agreement between the parties executed with or
after this Agreement.

14.03 Amendment. No amendment, modification or alteration of the terms
or provisions of this Agreement shall be binding unless the same shall be in
writing and duly executed by the parties hereto.

14.04 Parties Bound by Agreement; Successors and Assigns. The terms,
conditions and obligations of this Agreement shall inure to the benefit of and
be binding upon the parties hereto and the respective successors and assigns
thereof.

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

14.06 Headings. The headings of the Sections and paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.

14.07 Modification and Waiver. Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled
to the benefits thereof. No waiver of any of the provisions of this Agreement
shall be deemed to or shall constitute a waiver of any other provision hereof
(whether or not similar).

14.08 Notices. Any notice, request, instruction or other document to
be given hereunder by any party hereto to any other party hereto shall be in
writing and delivered personally or sent by registered or certified mail
(including by overnight courier or express mail service), postage or fees
prepaid,

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if to SCFC or Southern Crescent Bank to:

with a copy to:

if to Eagle or the Surviving Corporation to:

Eagle Bancshares, Inc.
4305 Lynburn Drive
Tucker, Georgia 30084-4441
Attention: Richard B. Inman, Jr., Secretary and Treasurer

with a copy to:

Walter C. Alford, Esq.
P.O. Box 465
2345 Main Street
Tucker, Georgia 30085-0465

and to:

Long, Aldridge & Norman, LLP
5300 One Peachtree Center
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attention: William L. Floyd

or at such other address for a party as shall be specified by like notice. Any
notice which is delivered personally in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or the office of such party. Any notice which is
addressed and mailed in the manner herein provided shall be conclusively
presumed to have been duly given to the party to which it is addressed at the
close of business, local time of the recipient, on the fourth business day
after the day it is so placed in the mail or, if earlier, the time of actual
receipt.

14.09 Reserved.

14.10 Governing Law. This Agreement is executed by the parties in, and
shall be construed in accordance with and governed by the laws of, the State of
Georgia without giving effect to the principles of conflicts of law thereof.

14.11 Public Announcements. No public announcement shall be made by
any person with regard to the transactions contemplated by this Agreement
without the prior consent of Eagle and SCFC; provided that either party may
make such disclosure after consulting with each other if advised by counsel
that it is legally required to do so. Eagle and SCFC will discuss any public
announcements or disclosures concerning the transactions contemplated by this
Agreement with the other parties prior to making such announcements or
disclosures.

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14.12 Acquisition Proposals. From and after the date of this
Agreement, SCFC (including any subsidiary thereof) shall not (and shall use its
best efforts to ensure that its directors, officers, employees, advisers,
consultants and agents shall not), directly or indirectly, (i) solicit,
institute, initiate, encourage or authorize any inquiries, discussions,
negotiations, proposals, offers or agreements (whether preliminary or
definitive) with or from any person, partnership, corporation, entity or other
group (other than Eagle or a subsidiary thereof), or participate in any
discussion regarding any such inquiry, proposal, offer or agreement or (ii)
knowingly provide or furnish any information about or with respect to SCFC or
its Subsidiaries to any person, partnership, corporation, entity or other group
(other than Eagle or any subsidiary thereof), that would facilitate, encourage,
contemplate or provide for any acquisition, merger, combination, share
exchange, sale of a significant amount of assets, or other business
combination, tender offer, sale of any equity securities or change in control
of SCFC or any of its Subsidiaries (collectively, a "Business Combination");
except in a situation in which a majority of the full Board of Directors of
SCFC has determined upon opinion of counsel that such Board has a fiduciary
duty to consider and respond to a bona fide proposal by a third party,
regardless of whether such proposal was directly or indirectly received as a
result of conduct sought to be prohibited by this Section 14.12. Upon the
occurrence of such determination by the Board of Directors of SCFC, such Board
shall provide written notice of its determination and intention to consider
such proposal to Eagle, at least five days before responding to the proposal or
providing any information with respect to SCFC or any of its Subsidiaries in
response to the proposal, indicating the material terms of such proposal and
its further undertaking that it has and will comply with the provisions of this
Section 14.12; provided, however, that if such proposal by its terms requires a
response in a shorter period, SCFC shall provide such notice, information and
undertaking to Eagle as promptly as practicable in the circumstances.

14.13 "Knowledge." As used herein, the terms "knowledge" and "to the
knowledge" shall mean the actual knowledge of any director, officer or employee
of the party to whom such knowledge is attributed.

14.14 No Third-Party Beneficiaries. With the exception of the parties
to this Agreement, there shall exist no right of any person to claim a
beneficial interest in this Agreement or any rights occurring by virtue of this
Agreement.

14.15 "Including." Words of inclusion shall not be construed as terms
of limitation herein, so that references to "included" matters shall be
regarded as non-exclusive, non-characterizing illustrations.

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

14.17 "Material Adverse Effect." A "Material Adverse Effect" on a
party, or a "Material Adverse Change" with respect to a party, or words of
similar meaning, shall mean an event, change or occurrence which has a material
adverse impact on (a) the financial position, business, or results of
operations of such party and its subsidiaries, taken as a whole, or (b) the
ability of such party to perform its obligations under this Agreement or to
consummate the Mergers or the other transactions contemplated by this
Agreement, provided that "material adverse impact" shall not be deemed to
include the impact of (x) changes in banking and similar laws of general
applicability or interpretations thereof by courts or governmental authorities,
including without limitation the impact of the proposed special assessment on
deposits insured by the SAIF fund of the FDIC, and (y) changes in GAAP or
regulatory accounting principles generally applicable to banks and their
holding companies.

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<PAGE> 123

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed on its behalf as of the date indicated on the first page
hereof.

EAGLE BANCSHARES, INC.:
ATTEST:

<TABLE>
<S> <C>
By: /s/ Richard B. Inman, Jr. By: /s/ C. Jere Sechler, Jr.
----------------------------------- -------------------------------------------
Title: Secretary and Treasurer Title: Chairman of the Board and President
------------------------------- ----------------------------------------

ATTEST: SOUTHERN CRESCENT FINANCIAL CORP:

By: /s/ James J. Dalton, II By: /s/ Roy V. Hall
----------------------------------- -------------------------------------------
Title: Secretary Title: Chairman of the Board
------------------------------- ----------------------------------------

ATTEST: SOUTHERN CRESCENT BANK:

By: /s/ Howard F. Wilson By: /s/ Charles M. Buckner
----------------------------------- -------------------------------------------
Title: Vice President Title: President
------------------------------- ----------------------------------------

</TABLE>

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GLOSSARY

<TABLE>
<CAPTION>
Term SECTION
- ---- -------
<S> <C>
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Audited Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . 4.06(b)
Audited Financial Statements . . . . . . . . . . . . . . . . . . . . 4.06(b)
Bank Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Business Combination . . . . . . . . . . . . . . . . . . . . . . . . 14.12
Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.01
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.01
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.05
Daily Average Value . . . . . . . . . . . . . . . . . . . . . . . . . 3.01(c)(i)
DBF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.28(a)
Dissenter Provisions . . . . . . . . . . . . . . . . . . . . . . . . 3.05
Dissenting Stockholder . . . . . . . . . . . . . . . . . . . . . . . 3.05
Eagle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Eagle Financial Statements . . . . . . . . . . . . . . . . . . . . . 5.06(b)
Eagle Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . 4.05
Eagle SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . 5.06(a)
Eagle Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01(a)
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . 4.15(a)(1)
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.15(a)(1)
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.06(a)
Exchange Act Rules and Regulations . . . . . . . . . . . . . . . . . 6.06(b)
Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01(c)(i)
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.28(a)
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 4.06(b)
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.06(b)
Holding Company Information . . . . . . . . . . . . . . . . . . . . . 7.03(a)
Holding Company Merger . . . . . . . . . . . . . . . . . . . . . . . Recitals
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.03
Interim Financial Statements . . . . . . . . . . . . . . . . . . . . 4.06(b)
Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.13
Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01(c)(i)
Material . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.16
Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . 14.17
Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Permit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.08(b)
Permitted Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.09(b)
Proxy Statement/Prospectus . . . . . . . . . . . . . . . . . . . . . 4.05
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . 4.05
Retained Employees . . . . . . . . . . . . . . . . . . . . . . . . . 7.07
Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.27(a)(ii)
SCFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
SCFC Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.15(a)(1)
SCFC Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 3.02(a)
</TABLE>

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<PAGE> 125

<TABLE>
<S> <C>
SCFC Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.04
SCFC SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . 4.06(a)
SCFC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01(c)(i)
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.06(a)
Southern Crescent Bank . . . . . . . . . . . . . . . . . . . . . . . Preamble
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . . . 1.01
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.27(a)(i)
Tucker Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
</TABLE>

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<PAGE> 126

APPENDIX B

<PAGE> 127

CODE OF GEORGIA
TITLE 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
CHAPTER 2. BUSINESS CORPORATIONS
ARTICLE 13. DISSENTERS' RIGHTS
PART 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES
Current through the End of 1995 Extraordinary Session of the
General Assembly

14-2-1301 DEFINITIONS.

As used in this article, the term:
(1) "Beneficial shareholder" means the person who is a beneficial
owner of shares held in a voting trust or by a nominee as the record
shareholder.

(2) "Corporate action" means the transaction or other action by
the corporation that creates dissenters' rights under Code Section
14-2-1302.

(3) "Corporation" means the issuer of shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation
by merger or share exchange of that issuer.

(4) "Dissenter" means a shareholder who is entitled to dissent
from corporate action under Code Section 14-2-1302 and who exercises
that right when and in the manner required by Code Sections 14-2-1320
through 14-2-1327.

(5) "Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the effectuation of the
corporate action to which the dissenter objects, excluding any
appreciation or depreciation in anticipation of the corporate action.

(6) "Interest" means interest from the effective date of the
corporate action until the date of payment, at a rate that is fair and
equitable under all the circumstances.

(7) "Record shareholder" means the person in whose name shares
are registered in the records of a corporation or the beneficial owner
of shares to the extent of the rights granted by a nominee certificate
on file with a corporation.

(8) "Shareholder" means the record shareholder or the beneficial
shareholder.

(Code 1981, Sec. 14-2-1301, enacted by Ga. L. 1988, p. 1070, Sec. 1; Ga. L.
1993, p. 1231, Sec. 16.)

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14-2-1302 RIGHT TO DISSENT.

(a) A record shareholder of the corporation is entitled to dissent from, and
obtain payment of the fair value of his shares in the event of, any of the
following corporate actions:

(1) Consummation of a plan of merger to which the corporation is
a party:

(A) If approval of the shareholders of the corporation is
required for the merger by Code Section 14-2-1103 or the
articles of incorporation and the shareholder is entitled to vote
on the merger; or

(B) If the corporation is a subsidiary that is merged with
its parent under Code Section 14-2-1104;

(2) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be
acquired, if the shareholder is entitled to vote on the plan;

(3) Consummation of a sale or exchange of all or substantially
all of the property of the corporation if a shareholder vote is
required on the sale or exchange pursuant to Code Section 14-2-1202,
but not including a sale pursuant to court order or a sale for cash
pursuant to a plan by which all or substantially all of the net
proceeds of the sale will be distributed to the shareholders within
one year after the date of sale;

(4) An amendment of the articles of incorporation that materially
and adversely affects rights in respect of a dissenter's shares
because it:

(A) Alters or abolishes a preferential right of the shares;

(B) Creates, alters, or abolishes a right in respect of
redemption, including a provision respecting a sinking fund for
the redemption or repurchase, of the shares;

(D) Excludes or limits the right of the shares to vote on
any matter, or to cumulate votes, other than a limitation by
dilution through issuance of shares or other securities with
similar voting rights;

(E) Reduces the number of shares owned by the shareholder to
a fraction of a share if the fractional share so created is to be
acquired for cash under Code Section 14-2-604; or

(F) Cancels, redeems, or repurchases all or part of the
shares of the class; or

(5) Any corporate action taken pursuant to a shareholder vote to
the extent that Article 9 of this chapter, the articles of
incorporation, bylaws, or a resolution of the board of directors
provides that voting or nonvoting shareholders are entitled to dissent
and obtain payment for their shares.

(b) A shareholder entitled to dissent and obtain payment for his shares
under this article may not challenge the corporate action creating his
entitlement unless the corporate action fails to comply with procedural
requirements of this chapter or the articles of incorporation or bylaws of the
corporation or the

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vote required to obtain approval of the corporate action was obtained by
fraudulent and deceptive means, regardless of whether the shareholder has
exercised dissenter's rights.

(c) Notwithstanding any other provision of this article, there shall be no
right of dissent in favor of the holder of shares of any class or series which,
at the record date fixed to determine the shareholders entitled to receive
notice of and to vote at a meeting at which a plan of merger or share exchange
or a sale or exchange of property or an amendment of the articles of
incorporation is to be acted on, were either listed on a national securities
exchange or held of record by more than 2,000 shareholders, unless:

(1) In the case of a plan of merger or share exchange, the
holders of shares of the class or series are required under the plan
of merger or share exchange to accept for their shares anything except
shares of the surviving corporation or another publicly held
corporation which at the effective date of the merger or share
exchange are either listed on a national securities exchange or held
of record by more than 2,000 shareholders, except for scrip or cash
payments in lieu of fractional shares; or

(2) The articles of incorporation or a resolution of the board of
directors approving the transaction provides otherwise.

(Code 1981, Sec. 14-2-1302, enacted by Ga. L. 1988, p. 1070, Sec. 1; Ga. L.
1989, p. 946, Sec. 58.)

14-2-1303 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.

A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one beneficial shareholder and notifies the
corporation in writing of the name and address of each person on whose behalf
he asserts dissenters' rights. The rights of a partial dissenter under this
Code section are determined as if the shares as to which he dissents and his
other shares were registered in the names of different shareholders.

(Code 1981, Sec. 14-2-1303, enacted by Ga. L. 1988, p. 1070, Sec. 1.)

14-2-1320 NOTICE OF DISSENTERS' RIGHTS.

(a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled to assert
dissenters' rights under this article and be accompanied by a copy of this
article.

(b) If corporate action creating dissenters' rights under Code Section
14-2-1302 is taken without a vote of shareholders, the corporation shall notify
in writing all shareholders entitled to assert dissenters' rights that the
action was taken and send them the dissenters' notice described in Code Section
14-2-1322 no later than ten days after the corporate action was taken.

(Code 1981, Sec. 14-2-1320, enacted by Ga. L. 1988, p. 1070, Sec. 1; Ga. L.
1993, p. 1231, Sec. 17.)

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14-2-1321 NOTICE OF INTENT TO DEMAND PAYMENT.

(a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is submitted to a vote at a shareholders' meeting, a record
shareholder who wishes to assert dissenters' rights:
(1) Must deliver to the corporation before the vote is taken
written notice of his intent to demand payment for his shares if the
proposed action is effectuated; and

(2) Must not vote his shares in favor of the proposed action.

(b) A record shareholder who does not satisfy the requirements of subsection
(a) of this Code section is not entitled to payment for his shares under this
article.

(Code 1981, Sec. 14-2-1321, enacted by Ga. L. 1988, p. 1070, Sec. 1.)
Official Code of Georgia Annotated Copyright 1982-1996 State of Georgia.

14-2-1322 DISSENTERS' NOTICE.

(a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is authorized at a shareholders' meeting, the corporation
shall deliver a written dissenters' notice to all shareholders who satisfied
the requirements of Code Section 14-2-1321.

(b) The dissenters' notice must be sent no later than ten days after the
corporate action was taken and must:

(1) State where the payment demand must be sent and where and
when certificates for certificated shares must be deposited;

(2) Inform holders of uncertificated shares to what extent
transfer of the shares will be restricted after the payment demand is
received;

(3) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than 30 nor more than 60 days
after the date the notice required in subsection (a) of this Code
section is delivered; and

(4) Be accompanied by a copy of this article.

(Code 1981, Sec. 14-2-1322, enacted by Ga. L. 1988, p. 1070, Sec. 1.)

14-2-1323 DUTY TO DEMAND PAYMENT.

(a) A record shareholder sent a dissenters' notice described in Code Section
14-2-1322 must demand payment and deposit his certificates in accordance with
the terms of the notice.

(b) A record shareholder who demands payment and deposits his shares under
subsection (a) of this Code section retains all other rights of a shareholder
until these rights are canceled or modified by the taking of the proposed
corporate action.

(c) A record shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters' notice, is
not entitled to payment for his shares under this article.

(Code 1981, Sec. 14-2-1323, enacted by Ga. L. 1988, p. 1070, Sec. 1.)

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14-2-1324 SHARE RESTRICTIONS.

(a) The corporation may restrict the transfer of uncertificated shares from
the date the demand for their payment is received until the proposed corporate
action is taken or the restrictions released under Code Section 14-2-1326.

(b) The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder until these rights are
canceled or modified by the taking of the proposed corporate action.

(Code 1981, Sec. 14-2-1324, enacted by Ga. L. 1988, p. 1070, Sec. 1.)

14-2-1325 OFFER OF PAYMENT.

(a) Except as provided in Code Section 14-2-1327, within ten days of the
later of the date the proposed corporate action is taken or receipt of a
payment demand, the corporation shall by notice to each dissenter who complied
with Code Section 14-2-1323 offer to pay to such dissenter the amount the
corporation estimates to be the fair value of his or her shares, plus accrued
interest.

(b) The offer of payment must be accompanied by:

(1) The corporation's balance sheet as of the end of a fiscal
year ending not more than 16 months before the date of payment, an
income statement for that year, a statement of changes in
shareholders' equity for that year, and the latest available interim
financial statements, if any;

(2) A statement of the corporation's estimate of the fair value
of the shares;

(3) An explanation of how the interest was calculated;

(4) A statement of the dissenter's right to demand payment under
Code Section 14-2-1327; and

(5) A copy of this article.

(c) If the shareholder accepts the corporation's offer by written notice to
the corporation within 30 days after the corporation's offer or is deemed to
have accepted such offer by failure to respond within said 30 days, payment for
his or her shares shall be made within 60 days after the making of the offer or
the taking of the proposed corporate action, whichever is later.

(Code 1981, Sec. 14-2-1325, enacted by Ga. L. 1988, p. 1070, Sec. 1; Ga. L.
1989, p. 946, Sec. 59; Ga. L. 1993, p. 1231, Sec. 18.)

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14-2-1326 FAILURE TO TAKE ACTION.

(a) If the corporation does not take the proposed action within 60 days
after the date set for demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.

(b) If, after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under Code Section 14-2-1322 and repeat the payment demand
procedure.

(Code 1981, Sec. 14-2-1326, enacted by Ga. L. 1988, p. 1070, Sec. 1; Ga. L.
1990, p. 257, Sec. 20.)

14-2-1327 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.

(a) A dissenter may notify the corporation in writing of his own estimate of
the fair value of his shares and amount of interest due, and demand payment of
his estimate of the fair value of his shares and interest due, if:

(1) The dissenter believes that the amount offered under Code
Section 14-2-1325 is less than the fair value of his shares or that
the interest due is incorrectly calculated; or

(2) The corporation, having failed to take the proposed action,
does not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within 60 days after the
date set for demanding payment.

(b) A dissenter waives his or her right to demand payment under this Code
section and is deemed to have accepted the corporation's offer unless he or she
notifies the corporation of his or her demand in writing under subsection (a)
of this Code section within 30 days after the corporation offered payment for
his or her shares, as provided in Code Section 14-2-1325.

(1) The shareholder may demand the information required under
subsection (b) of Code Section 14-2-1325, and the corporation shall
provide the information to the shareholder within ten days after
receipt of a written demand for the information; and

(2) The shareholder may at any time, subject to the limitations
period of Code Section 14-2-1332, notify the corporation of his own
estimate of the fair value of his shares and the amount of interest
due and demand payment of his estimate of the fair value of his shares
and interest due.

(Code 1981, Sec. 14-2-1327, enacted by Ga. L. 1988, p. 1070, Sec. 1; Ga. L.
1989, p. 946, Sec. 60; Ga. L. 1990, p. 257, Sec. 21; Ga. L. 1993, p. 1231, Sec.
19.)

14-2-1330 COURT ACTION.

(a) If a demand for payment under Code Section 14-2-1327 remains unsettled,
the corporation shall commence a proceeding within 60 days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the

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proceeding within the 60 day period, it shall pay each dissenter whose demand
remains unsettled the amount demanded.

(b) The corporation shall commence the proceeding, which shall be a nonjury
equitable valuation proceeding, in the superior court of the county where a
corporation's registered office is located. If the surviving corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the registered office
of the domestic corporation merged with or whose shares were acquired by the
foreign corporation was located.

(c) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled parties to the proceeding, which
shall have the effect of an action quasi in rem against their shares. The
corporation shall serve a copy of the petition in the proceeding upon each
dissenting shareholder who is a resident of this state in the manner provided
by law for the service of a summons and complaint, and upon each nonresident
dissenting shareholder either by registered or certified mail or by
publication, or in any other manner permitted by law.

(d) The jurisdiction of the court in which the proceeding is commenced under
subsection (b) of this Code section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers
described in the order appointing them or in any amendment to it. Except as
otherwise provided in this chapter, Chapter 11 of Title 9, known as the
"Georgia Civil Practice Act," applies to any proceeding with respect to
dissenters' rights under this chapter.

(e) Each dissenter made a party to the proceeding is entitled to judgment
for the amount which the court finds to be the fair value of his shares, plus
interest to the date of judgment.

(Code 1981, Sec. 14-2-1330, enacted by Ga. L. 1988, p. 1070, Sec. 1; Ga. L.
1989, p. 946, Sec. 61; Ga. L. 1993, p. 1231, Sec. 20.)

14-2-1331 COURT COSTS AND COUNSEL FEES.

(a) The court in an appraisal proceeding commenced under Code Section
14-2-1330 shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court, but not
including fees and expenses of attorneys and experts for the respective
parties. The court shall assess the costs against the corporation, except that
the court may assess the costs against all or some of the dissenters, in
amounts the court finds equitable, to the extent the court finds the dissenters
acted arbitrarily, vexatiously, or not in good faith in demanding payment under
Code Section 14-2-1327.

(b) The court may also assess the fees and expenses of attorneys and experts
for the respective parties, in amounts the court finds equitable:

(1) Against the corporation and in favor of any or all dissenters
if the court finds the corporation did not substantially comply with
the requirements of Code Sections 14-2-1320 through 14-2-1327; or

(2) Against either the corporation or a dissenter, in favor of
any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or not
in good faith with respect to the rights provided by this article.

(c) If the court finds that the services of attorneys for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the

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corporation, the court may award to these attorneys reasonable fees to be paid
out of the amounts awarded the dissenters who were benefited.

(Code 1981, Sec. 14-2-1331, enacted by Ga. L. 1988, p. 1070, Sec. 1.)

14-2-1332 LIMITATION OF ACTIONS.

No action by any dissenter to enforce dissenters' rights shall be brought
more than three years after the corporate action was taken, regardless of
whether notice of the corporate action and of the right to dissent was given by
the corporation in compliance with the provisions of Code Section 14-2-1320 and
Code Section 14-2-1322.

(Code 1981, Sec. 14-2-1332, enacted by Ga. L. 1988, p. 1070, Sec. 1.)

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APPENDIX C

<PAGE> 136

October __, 1996

Eagle Bancshares, Inc.
4305 Lynburn Drive
Tucker, Georgia 30085-4441

Southern Cresent Financial Corp
1585 Southlake Parkway
Morrow, Georgia 30260

Ladies and Gentlemen:

We have acted as counsel to Eagle Bancshares, Inc., a Georgia
corporation ("Eagle"), in connection with the transactions contemplated in the
Registration Statement on Form S-4, No. 333-________, filed by Eagle with the
Securities and Exchange Commission on October __, 1996 (the "Registration
Statement"), and the Joint Proxy Statement/Prospectus included therein (the
"Proxy Statement/Prospectus"). The Proxy Statement/Prospectus will be furnished
by Eagle and Southern Crescent Financial Corp, a Georgia corporation ("SCFC"),
to their respective stockholders in connection with the solicitation of proxies
by the Boards of Directors of Eagle and SCFC regarding the proposed merger of
SCFC into Eagle (the "Merger"). Simultaneously with the Merger will be the
merger of SCFC's wholly-owned subsidiary, Southern Crescent Bank, a commercial
bank organized under the laws of the State of Georgia ("SCB"), into Eagle's
wholly-owned subsidiary, Tucker Federal Bank, a Federally chartered savings
association ("Tucker Federal") (the two mergers are referred to collectively
hereafter as the "Mergers"). (Eagle, Tucker Federal, SCFC, and SCB are referred
to collectively as the "Companies".) The proposed terms and conditions of the
Merger are set forth in the Agreement and Plan of Merger dated August 13, 1996,
by and among Eagle, SCFC and SCB (the "Merger Agreement"). Capitalized terms
used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Proxy Statement/Prospectus.

In our capacity as counsel to Eagle, you have requested our opinion to
Eagle and SCFC as to certain material federal income tax consequences of the
Merger. In rendering this opinion, we have examined certain original,
certified, conformed, photographic or telecopied copies of documents which
present facts which are not restated herein, but upon which we have relied.
These documents include the Merger Agreement, Registration Statement, and
Prospectus and Proxy Statement/Prospectus and exhibits thereto, the Articles of
Incorporation and Charters of the Companies, the Bylaws of the Companies, and
certificates of officers of the Companies (collectively, the "Operative
Documents"):

With respect to all such Operative Documents, we have assumed: (a) the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all records and documents submitted to us as originals, the
conformity to original records and documents of all records and documents
submitted to us as certified, conformed, photostatic or telecopied copies and
the authenticity of the originals of such copies; (b) that the Merger and the
transactions contemplated by or described in the Operative Documents,
including, without limitation, those transactions or events which will take
place both immediately prior to and also following the Merger, will be
consummated in accordance with such Operative Documents and according to
applicable United States law; and (c) that the parties

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Eagle Bancshares, Inc.
Southern Crescent Financial Corp.
October __, 1996
Page 2
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will act according to all such Operative Documents and according to applicable
Georgia and United States law.

With respect to all factual matters which we have considered material
in rendering this opinion, we have relied, without any independent
verification, upon the following (collectively, the "Factual Statements and
Representations"):

(a) The statements of fact set forth in the Registration
Statement;

(b) The following representations of SCFC and SCB set forth in a
letter to us of even date herewith:

(1) The fair market value of the Eagle Stock to be
received by each holder of SCFC Stock will be
approximately equal to the fair market value of the
SCFC Stock to be surrendered in the Merger.

(2) There is no plan or intention by the stockholders of
SCFC who own five percent or more of the SCFC Stock,
and to the best of the knowledge of the management of
SCFC, there is no plan or intention on the part of
the remaining stockholders of SCFC to sell, exchange,
or otherwise dispose of a number of shares of Eagle
Stock received in the transaction that would reduce
the SCFC stockholders' ownership of Eagle Stock to a
number of shares having a value, as of the date of
the transaction, of less than 50 percent of the value
of all of the formerly outstanding stock of SCFC as
of the same date. For purposes of this
representation, shares of SCFC Stock exchanged for
cash or other property, surrendered by dissenters, or
exchanged for cash in lieu of fractional shares of
Eagle Stock will be treated as SCFC Stock on the date
of the transaction. Moreover, shares of SCFC Stock
and shares of Eagle Stock held by SCFC stockholders
and otherwise sold, redeemed, or disposed of prior or
subsequent to the transaction have been considered in
making this representation.

(3) In each instance, the liabilities of SCFC and SCB to
be assumed by Eagle and Tucker Federal, respectively,
and the liabilities to which the transferred assets
of SCFC and SCB, respectively, are subject, were
incurred by SCFC and SCB, respectively, in the
ordinary course of their business.

(4) In each instance Eagle, Tucker Federal, SCFC and SCB
and their stockholders will pay their respective
expenses, if any, incurred in connection with the
transaction.

(5) There is no intercorporate indebtedness existing
between Eagle, Tucker Federal, SCFC and SCB which was
issued, or acquired, or will be settled at a
discount.

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Eagle Bancshares, Inc.
Southern Crescent Financial Corp
October __, 1996
Page 3
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(6) Neither SCFC or SCB is an "investment company" as
defined in Section 368(a)(2)(F)(iii) of the Code.

(7) Neither SCFC nor SCB is under the jurisdiction of the
court in a Title 11 or similar case within the
meaning of section 368(a)(3)(A).

(8) In each instance, the fair market value of the assets
of SCFC and SCB transferred to Eagle and Tucker
Federal, respectively, will equal or exceed the sum
of the liabilities assumed by Eagle and Tucker
Federal, respectively, plus the amount of
liabilities, if any, to which the subject transferred
assets are subject.

(9) The cash payments in lieu of fractional shares of
Eagle Stock do not represent separately bargained for
consideration and will be paid merely as a mechanical
rounding off process solely to save the expense and
inconvenience of issuing and transferring fractional
shares.

(10) None of the compensation received by any
stockholder-employee, if any, of SCFC or SCB is
separate consideration for, or otherwise allowable
to, their shares of SCFC Stock surrendered to Eagle;
and the compensation paid to such
stockholder-employees, if any, after the Mergers will
be commensurate with amounts paid to third parties,
bargaining at arm's-length for similar services. None
of the Eagle Stock received by any
stockholder-employee of SCFC or SCB is separate
consideration, for, or otherwise allowable to, any
compensation owed to such stockholder-employee.

(11) None of the cash consideration received by any
stockholder, if any, from the sale of any assets
owned by SCB is separate consideration for, or
otherwise allocable to, their shares of SCFC Stock
surrendered to Eagle in the Merger, and such
consideration equals the fair market value of the
assets to be sold.

(1) The fair market value of the Eagle Stock and other
consideration to be received by each holder of SCFC
Stock will be approximately equal to the fair market
value of the SCFC Stock to be surrendered in the
Merger.

(2) Eagle has no plan or intention to redeem or reacquire
any of the Eagle Stock to be issued in the Merger.

(3) Neither Eagle nor Tucker Federal has any plan or
intention to sell or otherwise dispose of any of the
assets of SCFC and SCB to be acquired in the Mergers,
except for dispositions in the ordinary course of
business or transfers described in section
368(a)(2)(C) of the Internal Revenue Code.

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Eagle Bancshares, Inc.
Southern Crescent Financial Corp
October __, 1996
Page 4
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(4) In each instance, following the transaction, Eagle
and Tucker Federal, respectively, will continue the
historic business of SCFC and SCB, respectively, or
use a significant portion of their historic business
assets in a business.

(5) In each instance Eagle, Tucker Federal, SCFC and SCB
and their stockholders will pay their respective
expenses, if any, incurred in connection with the
transaction.

(6) Eagle has no plan or intention to liquidate Tucker
Federal following the Merger; to merge with or into
another corporation (other than the merger with SCB);
to sell or otherwise dispose of any capital stock of
Tucker Federal following the Merger.

(7) There is no intercorporate indebtedness existing
between Eagle, Tucker Federal, SCFC and SCB which was
issued, acquired, or will be settled in the Merger at
a discount.

(8) Neither Eagle nor Tucker Federal is an "investment
company" as defined in Section 368(a)(2)(F)(iii) of
the Code.

(9) In each instance, the fair market value of the assets
of SCFC and SCB transferred to Eagle and Tucker
Federal, respectively, will equal or exceed the sum
of the liabilities assumed by Eagle and Tucker
Federal, respectively, plus the amount of
liabilities, if any, to which the subject transferred
assets are subject.

(10) The cash payments in lieu of fractional shares of
Eagle Stock do not represent separately bargained for
consideration and will be paid merely as a mechanical
rounding off process solely to save the expense and
inconvenience of issuing and transferring fractional
shares.

(11) None of the compensation received by any
stockholder-employee, if any, of SCFC or SCB is
separate consideration for, or otherwise allowable
to, their shares of SCFC Stock surrendered to Eagle;
and the compensation paid to such
stockholder-employees, if any, after the mergers will
be commensurate with amounts paid to third parties,
bargaining at arm's-length for similar services. None
of the Eagle Stock received by any
stockholder-employee of SCFC or SCB is separate
consideration, for, or otherwise allowable to, any
compensation owed to such stockholder-employee.

In rendering the opinions set forth below, we have also relied upon
the Code, income tax regulations issued by the Internal Revenue Service (the
"IRS") including temporary and proposed regulations, administrative rulings of
the IRS and judicial decisions, all as in effect on the date hereof and all of
which are subject to change or different interpretations. The opinions are
subject to the statements set forth under the heading "Federal Income Tax
Consequences" in the Prospectus and

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Eagle Bancshares, Inc.
Southern Crescent Financial Corp
October __, 1996
Page 5
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Proxy Statement/Prospectus. The opinions represent our best legal judgment, but
have no binding effect on the IRS or any judicial or other governmental
authority and have no official status of any kind, and no assurance can be
given that contrary positions will not be taken by the IRS or any court
considering the issues. Also, future changes in the federal income tax laws and
the interpretation thereof can have retroactive effect.

On the basis of and subject to the foregoing, we are of the opinion
that:

(1) the Merger constitutes a "reorganization" for federal income
tax purposes under Section 368(a)(1)(A) of the Code.

(2) assuming the Merger constitutes a "reorganization," and
subject to the assumptions and qualifications set forth under the heading
"Federal Income Tax Consequences" in the Prospectus and Proxy
Statement/Prospectus, the discussion set forth therein is an accurate
description of the material federal income tax consequences of the Merger
(except for the representations, statements and assumptions of fact included in
such discussion as to which we express no opinion).

Finally, we express no opinion as to: (i) whether the discussion set
forth under the heading "Federal Income Tax Consequences" in the Prospectus and
Proxy Statement/Prospectus addresses all of the federal income tax consequences
that may be applicable to any particular stockholder in light of his personal
circumstances; or (ii) any state, local or foreign tax consequences of the
Merger to stockholders; or (iii) the appropriate tax treatment of the legal,
accounting and other reorganization expenses incurred by Eagle, Tucker Federal,
SCFC or SCB; or (iv) the tax effects of the conversion of stock options or
warrants pursuant to the Merger; or (v) any other matter not expressly
addressed in this opinion including the tax consequences which may result from
any transaction or transactions in addition to the Merger which Eagle or Tucker
Federal or the Eagle stockholders may undertake including the tax consequences
such transaction(s) may have on the Merger.

Any inaccuracy in the Factual Statements and Representations at the
Effective Time of the Merger or at some future date would cause the opinions
set forth herein to become inapplicable and would necessitate a reconsideration
of the opinion and, possibly, different conclusions which could be unfavorable
to any party.

The opinions set forth herein are rendered as of the date hereof, and
we disclaim any obligation to advise any party of any change hereafter in the
federal income tax laws or the Factual Statements and Representations.

We hereby consent to the filing of this opinion letter as an Appendix
to the Proxy Statement/Prospectus and as an exhibit to the Registration
Statement and to the reference to our firm under the heading "The Merger -
Certain Federal Income Tax Consequences" set forth in the Proxy
Statements/Prospectus forming a part of the Registration Statement.

Very truly yours,

LONG, ALDRIDGE & NORMAN, LLP

C-5
<PAGE> 141

APPENDIX D

<PAGE> 142

MORGAN KEEGAN
- --------------------------------------------------------------------------------
Morgan Keegan & Company, Inc.
Morgan Keegan Tower
Fifty Front Street
Memphis, Tennessee 38103
901/524-4100 Telex 69-74324
WATS 800/366-7426
Members New York Stock Exchange, Inc.

October 8, 1996

Board of Directors
Eagle Bancshares, Inc.
4305 Lynburn Drive
Tucker, GA 30084

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to the shareholders of Eagle Bancshares, Inc. (the "Company") of the
consideration to be paid by the Company in connection with its proposed merger
with Southern Crescent Financial Corp ("SCFC") (the "Transaction") pursuant to
and in accordance with the terms of that certain Agreement and Plan of Merger
(the "Merger Agreement") dated August 13, 1996 by and between the Company and
SCFC. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Merger Agreement.

You have advised us that, pursuant to the Merger Agreement, the Company and
SCFC are combining their respective holding companies through a tax-free,
stock-for-stock transaction. SCFC will be merged with and into the Company,
with Eagle Bancshares, Inc. as the surviving corporation (the "Holding Company
Merger"). Simultaneous with the consummation of the Holding Company Merger,
Southern Crescent Bank will be merged with and into Tucker Federal Bank
("Tucker Federal"), with Tucker Federal as the surviving financial institution
(the "Bank Merger"). The charter and bylaws of Tucker Federal in effect
immediately prior to the Bank Merger shall be the charter and bylaws of the
surviving bank following such merger. The Agreement provides that each share
of SCFC's common stock ("SCFC Stock") issued and outstanding at the Holding
Company Merger Effective Time will be converted into Eagle common stock ("Eagle
Stock"). The exchange ratio will be determined by dividing $19.177 by the
average of Eagle's closing bid and asked prices for the Eagle Stock for 30
consecutive trading days ending five trading days before the effective time of
the Holding Company Merger (the "Eagle Stock Price"); provided that i) if the
Eagle Stock Price is less than $14.50 per share, the Merger Consideration will
be 1.323 shares of Eagle Stock for each share of SCFC Stock and ii) if the
Eagle Stock Price is equal to or more than $16.50 per share, the Merger
Consideration will be 1.162 shares of Eagle Stock for each share of SCFC Stock.
Notwithstanding the foregoing, SCFC, at its option, may terminate the Merger
Agreement if the Eagle Stock Price is less than $14.00 per share and Eagle, at
its option, may terminate the Merger Agreement if the Eagle Stock Price is more
than $17.50 per share. Each share of Eagle Stock issued and outstanding
immediately before the Holding Company Merger Effective Time will remain issued
and outstanding. At the Holding Company Merger Effective Time, all of SCFC's
outstanding options will be converted to options to purchase the number of
shares of Eagle Stock that would have been received in the Transaction if the
options were exercised in full.

Morgan Keegan & Company, Inc. ("Morgan Keegan"), as part of its investment
banking business, is regularly engaged in the valuation of businesses and
securities in connection with mergers and

D-1
<PAGE> 143
Eagle Bancshares, Inc.
October 8, 1996
Page 2

acquisitions, competitive biddings, secondary distributions of listed and
unlisted securities, private placements and valuations for various purposes. We
have been retained by the Board of Directors of the Company for the purpose of,
and will receive a fee for rendering this opinion. In addition, Morgan Keegan
was retained in March, 1996 by the Company to provide advisory services with
respect to the Transaction and has received a fee for these services. Morgan
Keegan was also managing underwriter for the Company's 1996 secondary offering.

In connection with our opinion, we have (1) reviewed the executed Merger
Agreement dated August 13, 1996; (2) held discussions with various members of
the management and representatives of the Company and SCFC concerning each
company's historical and current operations, financial condition and prospects;
(3) reviewed historical consolidated financial and operating data that was
publicly available or furnished to us by the Company and SCFC; (4) reviewed
internal financial analyses, financial and operating forecasts, reports and
other information prepared by officers and representatives of the Company and
SCFC; (5) reviewed certain publicly available information with respect to
certain other companies that we believe to be comparable to the Company and
SCFC and the trading markets for such other companies' securities; (6) reviewed
certain publicly available information concerning the terms of certain other
transactions that we deemed relevant to our inquiry; and (7) conducted such
other financial studies, analyses and investigations as we deemed appropriate
for the purposes of this opinion.

In our review and analysis and in arriving at our opinion, we have assumed and
relied upon the accuracy and completeness of all of the financial and other
information provided us or publicly available and have assumed and relied upon
the representations and warranties of the Company and SCFC contained in the
Merger Agreement. We have not been engaged to, and have not independently
attempted to, verify any of such information. We have also relied upon the
management of the Company and SCFC as to the reasonableness and achievability
of the financial and operating projections and the assumptions and bases
therefor provided to us and, with your consent, we have assumed that such
projections reflect the best currently available estimates and judgments of
such respective managements of the Company and SCFC and that such projections
and forecasts will be realized in the amounts and time periods currently
estimated by the managements of the Company and SCFC. We have not been engaged
to assess the achievability of such projections or the assumptions on which
they were based and express no view as to such projections or assumptions. In
addition, we have not conducted a physical inspection or appraisal of any of
the assets, properties or facilities of either the Company or SCFC nor have we
been furnished with any such evaluation or appraisal. We have also assumed that
the conditions to the Transaction as set forth in the Merger Agreement would be
satisfied; and that the Transaction would be consummated on a timely basis in
the manner contemplated in the Merger Agreement. Our opinion is based upon
analyses of the foregoing factors in light of our assessment of general
economic, financial and market conditions as they exist and can be evaluated by
us as of the date hereof. We express no opinion as to the price or trading
range at which shares of the Company's or SCFC's Stock will trade following the
date hereof or upon completion of the Transaction.

It is understood that this opinion is not to be quoted or referred to, in whole
or in part (including excerpts or summaries), in any filing, report, document,
release or other communication used in

D-2
<PAGE> 144

Eagle Bancshares, Inc.
October 8, 1996
Page 3

connection with the Transaction (unless required to be quoted or referred to by
applicable regulatory requirements), nor shall this opinion be used for any
other purposes, without our prior written consent, which consent shall not be
unreasonably withheld. Furthermore, our opinion is directed to the Board of
Directors of the Company and does not constitute a recommendation to any
shareholder of the Company as to how such shareholder should vote at the
shareholders' meeting held in connection with the Transaction.

Based upon and subject to the foregoing and based upon such other matters as we
consider relevant, it is our opinion that, as of the date hereof, the
consideration to be paid by the Company to acquire SCFC pursuant to the
Transaction is fair, from a financial point of view.

Yours very truly,

/s/ Morgan Keegan & Company, Inc.
------------------------------------
MORGAN KEEGAN & COMPANY, INC.

D-3
<PAGE> 145

APPENDIX E

<PAGE> 146

THE CARSON MEDLIN COMPANY
- --------------------------------------------------------------------------------
INVESTMENT BANKERS

October 1, 1996

The Board of Directors
Southern Crescent Financial Corp
1585 Southlake Parkway
Morrow, Georgia 30260

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, of the terms of the proposed merger of Southern Crescent Financial Corp
("SCFC") and Southern Crescent Bank ("SCB") with and into Eagle Bancshares,
Inc. ("Eagle") and Tucker Federal Bank ("Tucker Federal"), respectively, (the
"Merger") to the unaffiliated shareholders of SCFC pursuant to an Agreement and
Plan of Merger dated August 13, 1996 (the "Merger Agreement"). Upon the
effective date of the Merger, each of the approximately 838,162 outstanding
shares of SCFC's common stock will be converted into the right to receive
shares of Eagle common stock with a per share value of $19.177, subject to
certain adjustments pursuant to the Merger Agreement. The foregoing summary of
the Merger is qualified in its entirety by references to the Merger Agreement.

The Carson Medlin Company ("Carson Medlin") is a National Association of
Securities Dealers, Inc. Member investment banking firm which specializes in
the securities of southeastern United States financial institutions. As a part
of our investment banking activities, we are regularly engaged in the valuation
of southeastern United States financial institutions and transactions relating
to their securities. We regularly publish our research on independent community
banks and thrifts regarding their financial and stock price performance. We are
familiar with the commercial banking industry in the Southeast and the major
commercial banks and thrift institutions operating in the region. We have been
retained by SCFC in a financial advisory capacity to render our opinion
hereunder, for which we will receive compensation.

In reaching our opinion, we have analyzed the respective financial positions,
both current and historical, of SCFC, SCB, Eagle and Tucker Federal. We have
reviewed (i) the Merger Agreement; (ii) the Annual Reports to shareholders of
SCFC and Eagle, including the audited financial statements, for the five fiscal
years ended December 31, 1995 and March 31, 1996, respectively; (iii) the Proxy
Statement of SCFC dated March 22, 1996 for the annual meeting of the
shareholders of SCFC held on April 24, 1996; (iv) the Proxy Statement of Eagle
dated July 11, 1996 for the annual meeting of the shareholders of Eagle held on
August 8, 1996; (v) the Annual Reports on Form 10-K of SCFC and Eagle for the
fiscal years ended December 31, 1995 and March 31, 1996, respectively; (vi) the
Quarterly Reports on Form 10-Q of SCFC and Eagle for the period ended June 30,
1996; (vii) the Thrift Financial Report and the Uniform Thrift Financial Report
of Tucker Federal as June 30, 1996; (viii) the Call Report and the Uniform Bank
Performance Report of SCB as of June 30, 1996; (ix) month end interim financial
statements of SCFC and Eagle after June 30, 1996 up to the date of the Joint
Proxy Statement/Prospectus (x) a preliminary copy of the Joint Proxy
Statement/Prospectus of

E-1
<PAGE> 147
The Board of Directors
Southern Crescent Financial Corp
October 1, 1996
Page 2

SCFC and Eagle dated September 1996 for the special meetings of the
shareholders of SCFC and Eagle to be held in order to approve the Merger, and
(xi) certain other financial and operating information with respect to the
business, operations and prospectus of SCFC, SCB, Eagle and Tucker Federal.

Carson Medlin also (a) held discussions with members of the senior managements
of SCFC and Eagle regarding the historical and current business operations,
financial condition and future prospects of their respective companies; (b)
reviewed the historical market prices and trading activity for the common
stocks of SCFC and Eagle and compared them with those of certain publicly
traded companies which it deemed to be relevant; (c) compared the results of
operations of SCFC, SCB, Eagle and Tucker Federal with those of certain banking
companies which it deemed to be relevant; (d) compared the proposed financial
terms of the Merger with the financial terms, to the extent publicly available,
of certain other recent business combinations of commercial banking
organizations and/or thrifts; (e) analyzed the pro forma financial impact of
the Merger on Eagle; and (f) conducted such other studies, analyses, inquiries
and examinations as Carson Medlin deemed appropriate.

We have relied upon and assumed without independent verification the accuracy
and completeness of all information provided to us. We have not performed or
considered any independent appraisal or evaluation of the assets of SCFC, Eagle
or Tucker Federal. The opinion we express herein is necessarily based upon
market, economic and other relevant considerations as they exist and can be
evaluated as of the date of this letter.

Based upon the foregoing, it is our opinion that the terms of the proposed
Merger are fair, from a financial point of view, to the unaffiliated
shareholders of Southern Crescent Financial Corp.

Very truly yours,

/s/ The Carson Medlin Company
- --------------------------------
THE CARSON MEDLIN COMPANY

E-2
<PAGE> 148

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 14-2-202 of the Georgia Business Corporation Code (the "GBCC")
enables a corporation in its articles of incorporation to eliminate or limit
the personal liability of a director to the corporation or its stockholder for
monetary damages for breach of duty of care or other duty as a director. This
Section also provides, however, that no such provision may eliminate or limit
the liability of a director (i) for any appropriation, in violation of his
duties, of any business opportunity of the corporation, (ii) for acts or
omissions involving intentional misconduct or a knowing violation of law, (iii)
for certain other types of liability involving unlawful distributions to
stockholder and (iv) for transactions from which the director received an
improper personal benefit. The Articles of Incorporation of Eagle Bancshares,
Inc. ("Eagle") contains a provision eliminating or limiting the personal
liability of a director of Eagle to the full extent authorized by Section
14-2-202. Consequently, the stockholder' potential recourse for monetary
damages against Eagle's directors is limited to situations in which one of the
four exceptions noted above is applicable.

In addition, Section 14-2-856 of the GBCC (as incorporated by Eagle's
Articles of Incorporation) provides for indemnification of directors of Eagle
for liability and expenses incurred by them in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (including civil
actions brought as derivative actions by or in the right of Eagle), in which
they may become involved by reason of being a director of Eagle. This Section
permits a corporation to indemnify or obligate itself to indemnify a director
made a party to any such proceeding, provided, that a corporation may not
indemnify a director for any liability incurred in a proceeding in which the
director is adjudged liable to the corporation or is subjected to injunctive
relief in favor of the corporation (i) for any appropriation, in violation of
his duties, of any business opportunity of the corporation; (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law;
(iii) for certain types of liability involving unlawful distributions to
stockholder; or (iv) for any transaction from which he received an improper
personal benefit.

Section 14-2-856 also permits a corporation to advance or reimburse
expenses in advance of final disposition of a proceeding if the director
furnishes the corporation a written affirmation of his or her good faith belief
that his or her conduct does not constitute behavior of the kind described
above, and the director furnishes the corporation a written undertaking,
executed personally or on his or her behalf, to repay any advances if it is
ultimately determined that he or she is not entitled to indemnification. This
Section also provides such indemnification for persons who, at the request of
the corporation, act as directors or officers of other companies in which the
corporation is a stockholder or creditor or is otherwise interested.

Section 14-2-857 provides that a corporation may indemnify and advance
expenses to an employee or agent of the corporation who is not a director, to
the extent consistent with public policy, as provided in the corporation's
articles of incorporation or bylaws, by contract, or by specific action of the
board of directors. A corporation may indemnify and advance expenses to an
officer of the corporation who is not a director to the same extent as a
director and to such further extent as may be

II-1
<PAGE> 149

provided by the articles of incorporation, the bylaws, a resolution of the
board of directors, or contract except for liability arising out of conduct
that precludes director indemnification above. Eagle's Articles of
Incorporation provide that Eagle shall indemnify officers, employees and agents
to the same extent that Eagle shall indemnify its directors.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits. The following exhibits are filed as part of this
Registration Statement. Where such filing is made by incorporation by reference
to a previously filed registration statement or report, such registration
statement or report is identified in parentheses.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
2 Agreement and Plan of Merger dated as of August 13, 1996, among Eagle, Southern Crescent Financial Corp
and Southern Crescent Bank (included as Appendix A to the Joint Proxy Statement/Prospectus filed as
part of this Registration Statement).

3.1(a) Restated Articles of Incorporation of Eagle (Exhibit 3 to Eagle's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1988).

3.1(b) Articles of Amendment to Restated Articles of Incorporation of Eagle (Exhibit 3(a) to Eagle's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1991).

3.1(c) Articles of Amendment to Restated Articles of Incorporation of Eagle. (Exhibit 3.1(c) to Eagles
Registration Statement on Form S-2 (Commission File No. 333-00081)).

3.2 Bylaws of Eagle, as amended (Exhibit 3(b) to Eagle's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1991).

4 Stockholder Protection Rights Agreement dated as of January 26, 1993 (Exhibit 1 to Eagle's
Current Report on Form 8-K dated February 9, 1993).

5 Opinion of Long, Aldridge & Norman, LLP.**

8 Opinion of Long, Aldridge & Norman, LLP with respect to certain federal income tax consequences of the
Merger (included as Appendix C to the Joint Proxy Statement/Prospectus filed as part of this
Registration Statement).

10.1 Employment Agreement dated as of October 1, 1993 between Tucker Federal Savings and Loan Association
and Richard B. Inman, Jr. (Exhibit 10(c) to Eagle's Annual Report on Form 10-K for the year ended March
31, 1995).*

10.2 Employment Agreement dated as of June 1, 1994 between Tucker Federal Savings and Loan Association and
Betty Petrides (Exhibit 10(f) to Eagle's Annual Report on Form 10-K for the year ended March 31,
1995).*
</TABLE>

II-2
<PAGE> 150

<TABLE>
<S> <C>
10.3 Employment Agreement dated as of June 1, 1994 between Eagle Service Corporation and Conrad J. Sechler,
Jr. (Exhibit 10(g) to Eagle's Annual Report on Form 10-K for the year ended March 31, 1995).*

10.4 Tucker Federal Savings and Loan Association Directors' Retirement Plan (Exhibit 10(h) to Eagle's Annual
Report on Form 10-K for the year ended March 31, 1995).*

10.5 Eagle Bancshares, Inc. 1994 Directors Stock Option Incentive Plan (Exhibit 10(i) to Eagle's
Annual Report on Form 10-K for the year ended March 31, 1995).*

10.6 Agreement for Advances and Security Agreement with Blanket Floating Lien dated as of March 5, 1990 between
Tucker Federal Savings & Loan Association and the Federal Home Loan Bank of Atlanta, as amended as of September
7, 1995 (Exhibit 10.6 to Eagle's Registration Statement on Form S-2 (Commission File No. 333-00081)).

23.1 Consent of Arthur Andersen LLP.**

23.2 Consent of Grant Thornton LLP.**

23.3 Consent of Long, Aldridge & Norman, LLP (included in Exhibit 5).

23.4 Consent of Morgan Keegan & Company, Inc.**

23.5 Consent of The Carson Medlin Company.**

99.1 Proxy Card for Special Meeting of Stockholders of Eagle Bancshares, Inc.**

99.2 Proxy Card for Special Meeting of Stockholders of Southern Crescent Financial Corp.**
- ----------------
</TABLE>

* Constitutes a management contract or compensatory plan, contract, or
arrangement in which executive officers participate.

** Filed herewith.

(b) FINANCIAL STATEMENT SCHEDULES. The financial statement schedules
of Eagle required by Regulation S-X are incorporated herein by reference to the
Eagle Annual Report to Form 10-K for the year ended March 31, 1996.

ITEM 22. UNDERTAKINGS.

(a) RULE 415 OFFERING. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

II-3
<PAGE> 151

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) REGISTRATION ON FORM S-4.

(1) The undersigned Registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.

(2) The undersigned Registrant hereby undertakes as follows:
that every prospectus (i) that is filed pursuant to the paragraph immediately
preceding, or (ii) that purports to meet the requirements of Section 10(a)(3)
of the Act and is used in connection with an offering of securities subject to
Rule 415, will be filed as part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) ACCELERATION OF EFFECTIVENESS. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed

II-4
<PAGE> 152

in the Exchange Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Exchange Act and will be governed by the final adjudication of such issue.

(d) RESPONSE TO REQUESTS FOR INFORMATION. The undersigned Registrant
hereby undertakes to respond to requests for information that is incorporated
by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of this Registration Statement through the date of responding to the
request.

(e) POST-EFFECTIVE AMENDMENT. The undersigned Registrant hereby
undertakes to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in this Registration Statement when it
became effective.

II-5
<PAGE> 153

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tucker, State of
Georgia, on October 23, 1996.

EAGLE BANCSHARES, INC.

By: /s/ C. Jere Sechler, Jr.
---------------------------------
C. Jere Sechler, Jr.
Chairman of the Board, President and
Principal Executive Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on October 23, 1996.

Signature Title
--------- -----
<TABLE>
<S> <C>
/s/ C. Jere Sechler, Jr. Chairman of the Board and President
- -------------------------------------------
C. Jere Sechler, Jr.

/s/ Richard B. Inman, Jr. Director, Secretary and Treasurer (Principal
- ------------------------------------------- Accounting Officer)
Richard B. Inman, Jr.

/s/ Walter C. Alford Director
- -------------------------------------------
Walter C. Alford

/s/ Richard J. Burrell Director
- -------------------------------------------
Richard J. Burrell

/s/ Weldon A. Nash, Jr. Director
- -------------------------------------------
Weldon A. Nash, Jr.

/s/ George G. Thompson Director
- -------------------------------------------
George G. Thompson

/s/ LuAnn Durden Principal Financial Officer
- -------------------------------------------
LuAnn Durden

</TABLE>

II-6
<PAGE> 154

INDEX OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ -----------
<S> <C>
2 Agreement and Plan of Merger dated as of August 13, 1996, among Eagle, Southern Crescent Financial Corp
and Southern Crescent Bank (included as Appendix A to the Joint Proxy Statement/Prospectus filed as
part of this Registration Statement).

3.1(a) Restated Articles of Incorporation of Eagle (Exhibit 3 to Eagle's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1988).

3.1(b) Articles of Amendment to Restated Articles of Incorporation of Eagle (Exhibit 3(a) to Eagle's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1991).

3.1(c) Articles of Amendment to Restated Articles of Incorporation of Eagle. (Exhibit 3.1(c) to Eagles
Registration Statement on Form S-2 (Commission File No. 333-00081)).

3.2 Bylaws of Eagle, as amended (Exhibit 3(b) to Eagle's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1991).

4 Stockholder Protection Rights Agreement dated as of January 26, 1993 (Exhibit 1 to Eagle's
Current Report on Form 8-K dated February 9, 1993).

5 Opinion of Long, Aldridge & Norman, LLP.**

II-7
<PAGE> 155

<TABLE>
<S> <C>
10.2 Employment Agreement dated as of June 1, 1994 between Tucker Federal Savings and Loan Association and
Betty Petrides (Exhibit 10(f) to Eagle's Annual Report on Form 10-K for the year ended March 31,
1995).*

10.3 Employment Agreement dated as of June 1, 1994 between Eagle Service Corporation and Conrad J. Sechler,
Jr. (Exhibit 10(g) to Eagle's Annual Report on Form 10-K for the year ended March 31, 1995).*

10.4 Tucker Federal Savings and Loan Association Directors' Retirement Plan (Exhibit 10(h) to Eagle's Annual
Report on Form 10-K for the year ended March 31, 1995).*

10.5 Eagle Bancshares, Inc. 1994 Directors Stock Option Incentive Plan (Exhibit 10(i) to Eagle's Annual
Report on Form 10-K for the year ended March 31, 1995).*

10.6 Agreement for Advances and Security Agreement with Blanket Floating Lien dated as of March 5, 1990
between Tucker Federal Savings & Loan Association and the Federal Home Loan Bank of Atlanta, as amended
as of September 7, 1995 (Exhibit 10.6 to Eagle's Registration Statement on Form S-2 (Commission File
No. 333-00081)).

23.1 Consent of Arthur Andersen LLP.**

23.2 Consent of Grant Thornton LLP.**

23.3 Consent of Long, Aldridge & Norman, LLP (included in Exhibit 5).

23.4 Consent of Morgan Keegan & Company, Inc.**

23.5 Consent of The Carson Medlin Company.**

99.1 Proxy Card for Special Meeting of Stockholders of Eagle Bancshares, Inc.**

99.2 Proxy Card for Special Meeting of Stockholders of Southern Crescent Financial Corp.**
- ----------------
</TABLE>

* Constitutes a management contract or compensatory plan, contract, or
arrangement in which executive officers participate.

** Filed herewith.

II-8

<PAGE> 1

October 23, 1996

Eagle Bancshares, Inc.
4305 Lynburn Drive
Tucker, Georgia 30084-4441

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Eagle Bancshares, Inc., Tucker, Georgia
(the "Company"), in connection with the filing by the Company of a Registration
Statement on Form S-4 with the Securities and Exchange Commission (the
"Commission") registering under the Securities Act of 1933, as amended, up to
1,108,889 shares of the Company's Common Stock, par value $1.00 per share (the
"Shares"). The Company proposes to issue the Shares in connection with the
proposed merger of Southern Crescent Financial Corp ("SCFC") with and into the
Company pursuant to the terms of an Agreement and Plan of Merger dated as of
August 13, 1996 (the "Merger Agreement"), by and among the Company, SCFC and
Southern Crescent Bank, a wholly owned subsidiary of SCFC.

The opinion hereinafter set forth is given pursuant to Item 21(a) of
Form S-4 and Item 60l(b)(5) of Regulation S-K. The only opinion rendered by
this firm consists of the matters set forth in numbered paragraph 1 below (our
"Opinion"), and no opinion is implied or to be inferred beyond such matters.
Additionally, our Opinion is based upon and subject to the qualifications,
limitations and exceptions set forth in this letter.

In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express the Opinion, including, without limitation, the
Articles of Incorporation and Bylaws of the Company, the minutes of the
proceedings of the Board of Directors of the Company and the Merger Agreement.
In making the foregoing examinations, we assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies
and the authority of the person or persons who executed each of such documents
on behalf of any person or entity other than the Company. Members of this firm
are admitted to the Bar of the State of Georgia and are duly qualified to
practice law in that state.

<PAGE> 2
Eagle Bancshares, Inc.
October 23, 1996
Page 2

As to various factual matters that are material to our Opinion, we
have relied upon certificates of officers of the Company and certificates of
various public officials. We have not independently verified or investigated,
nor do we assume any responsibility for, the factual accuracy or completeness
of such factual statements.

Based upon and subject to the foregoing, we are of the Opinion that:

1. The Shares, when issued in accordance with the terms of the
Merger Agreement, will be validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion letter as an exhibit
to the aforesaid Registration Statement, and we hereby consent to the reference
to our firm under the heading "Legal Matters" set forth in the Proxy
Statement/Prospectus forming a part of said Registration Statement.

Very truly yours,

/s/ LONG, ALDRIDGE & NORMAN, LLP

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 17, 1996
included or incorporated by reference in Eagle Bancshares, Inc.'s Form 10-K for
the year ended March 31, 1996 and to all references to our Firm included in
this registration statement.

Arthur Andersen LLP

Atlanta, Georgia
October 23, 1996

<PAGE> 1

EXHIBIT 23.2

CONSENT OF GRANT THORNTON LLP

We have issued our report dated January 26, 1996, accompanying the financial
statements of Southern Crescent Financial Corp included in the Annual Report of
Southern Crescent Financial Corp on Form 10-K for the year ended December 31,
1995. We consent to the incorporation by reference of said report in the
Registration Statement and Joint Proxy Statement/Prospectus, and to the use of
our name as it appears under the caption "Experts".

/s/ GRANT THORNTON LLP

Atlanta, Georgia
October 22, 1996

<PAGE> 1

EXHIBIT 23.4

CONSENT OF MORGAN KEEGAN & COMPANY, INC.

Morgan Keegan & Company, Inc. ("Morgan Keegan") hereby consents to the
inclusion in the Joint Proxy Statement/Prospectus of Eagle Bancshares, Inc. and
Southern Crescent Financial Corp, filed as part of this Registration Statement
on form S-4 of Eagle Bancshares, Inc., of its opinion and to the references
made to Morgan Keegan in the "Summary" and "Opinions of Financial Advisors"
sections of such Joint Proxy Statement/Prospectus. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

MORGAN KEEGAN & COMPANY, INC.

By: /s/ Randolph C. Coley
------------------------
Randolph C. Coley
Managing Director

October 16, 1996

<PAGE> 1

EXHIBIT 23.5

CONSENT OF THE CARSON MEDLIN COMPANY

We hereby consent to the inclusion as Appendix E to the Joint Proxy
Statement/Prospectus constituting part of the Registration Statement on Form
S-4 of Eagle Bancshares, Inc. of our letter to the Board of Directors of
Southern Crescent Financial Corp and to the references made to such letter, to
the firm and to certain publications of the firm in such Joint Proxy
Statement/Prospectus. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations of the Securities
and Exchange Commission thereunder.

/s/THE CARSON MEDLIN COMPANY

Raleigh, North Carolina
October 21, 1996

<PAGE> 1
EXHIBIT 99.1

REVOCABLE PROXY - EAGLE BANCSHARES, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ____________, 199_

The undersigned hereby appoints C. Jere Sechler, Jr., Richard B. Inman,
Jr. and Betty Petrides, and each of them, proxies, with full power of
substitution, to act for and in the name of the undersigned to vote all shares
of Common Stock of Eagle Bancshares, Inc. ("Eagle") which the undersigned is
entitled to vote at the Special Meeting of Stockholders (the "Special Meeting"),
to be held at ___________________, _________________, Georgia, on ________,
____________, 199_, at _____ p.m., local time, and at any and all adjournments
and postponements thereof, as indicated below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL LISTED BELOW.

A proposal to approve the Agreement and Plan of Merger dated
August 13, 1996, by and among Eagle, Southern Crescent Financial
Corp and Southern Crescent Bank, and the transactions contemplated
thereby.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY CARD WILL BE VOTED "FOR" THE PROPOSAL AS SET FORTH ABOVE.

(Continued and to be signed and dated on reverse side)
<PAGE> 2
If the undersigned elects to withdraw this proxy card on or before the
time of the Special Meeting or any adjournments or postponements thereof and
notifies the Secretary of Eagle at or prior to the vote at Special Meeting of
the decision of the undersigned to withdraw this proxy card, then the power of
said proxies shall be deemed terminated and of no further force and effect. If
the undersigned withdraws this proxy card in the manner described above and
prior to the Special Meeting does not submit a duly executed and later dated
proxy card to Eagle, the undersigned may vote in person at the Special Meeting
all shares of Common Stock of Eagle owned by the undersigned as of the record
date (____________, 199_).

Please mark this proxy card above and then date and sign this proxy card
below exactly as your name appears hereon. When shares are held jointly, both
holders should sign. When signing as attorney, executor, administrator,
trustee, custodian or guardian, please give your full title. If the holder is a
corporation or partnership, the full corporate or partnership name should be
signed by a duly authorized officer.

----------------------------------------
Signature

----------------------------------------
Signature, if shares held jointly

Date:
-----------------------------

Do you plan to attend the Special
Meeting? YES [ ] NO [ ]

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE

<PAGE> 1
EXHIBIT 99.2

REVOCABLE PROXY - SOUTHERN CRESCENT FINANCIAL CORP

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ____________, 199_

The undersigned hereby appoints Roy V. Hall and Charles M. Buckner, and
each of them, proxies, with full power of substitution, to act for and in the
name of the undersigned to vote all shares of Common Stock of Southern Crescent
Financial Corp ("SCFC") which the undersigned is entitled to vote at the Special
Meeting of Stockholders (the "Special Meeting"), to be held at
___________________, _________________, Georgia, on ________, ____________,
199_, at _____ p.m., local time, and at any and all adjournments and
postponements thereof, as indicated below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL LISTED BELOW.

A proposal to approve the Agreement and Plan of Merger dated
August 13, 1996, by and among Eagle Bancshares, Inc., SCFC and
Southern Crescent Bank, and the transactions contemplated thereby.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY CARD WILL BE VOTED "FOR" THE PROPOSAL AS SET FORTH ABOVE.

(Continued and to be signed and dated on reverse side)
<PAGE> 2
If the undersigned elects to withdraw this proxy card on or before the
time of the Special Meeting or any adjournments or postponements thereof and
notifies the Secretary of SCFC at or prior to the vote at Special Meeting of
the decision of the undersigned to withdraw this proxy card, then the power of
said proxies shall be deemed terminated and of no further force and effect. If
the undersigned withdraws this proxy card in the manner described above and
prior to the Special Meeting does not submit a duly executed and later dated
proxy card to SCFC, the undersigned may vote in person at the Special Meeting
all shares of Common Stock of SCFC owned by the undersigned as of the record
date (____________, 199_).

----------------------------------------
Signature

----------------------------------------
Signature, if shares held jointly

Date:
-----------------------------

Do you plan to attend the Special
Meeting? YES [ ] NO [ ]

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE