HARDWICK HOLDING CO, SC 13E4, 1996-12-06

HARDWICK HOLDING CO
SC 13E4, 1996-12-06
STATE COMMERCIAL BANKS

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<PAGE>
SCHEDULE 13E-4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of
1934)

HARDWICK HOLDING COMPANY
------------------------
(Name of the Issuer)

HARDWICK HOLDING COMPANY
------------------------------------
(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $.50 PER SHARE
--------------------------------------
(Title of Class of Securities)

Not Applicable

(CUSIP Number of Class of Securities)

Richard R. Cheatham, Kilpatrick & Cody, 1100 Peachtree Street,
Suite 2800, Atlanta, Georgia (404)815-6570
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications on Behalf of Person(s) Filing Statement)

December 5, 1996
----------------------------------------------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)

Calculation of Filing Fee

Transaction Valuation Amount of Filing Fee
$511,500.00 $102.30

*For purposes of calculating the filing fee only. This amount
assumes the purchase by Hardwick Holding Company of 26,625 shares
of its common stock for $20.00 per share. The amount of the
filing fee, calculated in accordance with Section 13(e)(3) of the
Securities Exchange Act of 1934, equals 1/50th of one percentum
of the transaction valuation.

[x] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: $102.30
-----------------------------------
Form or Registration No.: Schedule 13E-3
-------------------------------
Filing Party: Hardwick Holding Company
-------------------------------------------
Date Filed: December 5, 1996
-------------------------------------------<PAGE>
This statement relates to an offer by Hardwick Holding
Company ("Holding Company"), a business corporation organized
under the laws of Georgia, to purchase up to 25,575 shares of
Holding Company common stock, par value $.50 per share ("Holding
Company Stock"), upon the terms and conditions set forth in the
Offer to Purchase ("Offer to Purchase"), dated December 5, 1996
and the related Letter of Transmittal, which is annexed to and
filed with this statement as Exhibits (a)(1) and (a)(2),
respectively. A Rule 13e-3 Transaction Statement on Schedule
13E-3 is filed concurrently with the filing of this Schedule 13E-
4.

The following cross reference sheet, prepared pursuant to
General Instruction B to the Schedule 13E-4, shows the location
in the Offer to Purchase of the information required to be
included in response to the items of the Schedule 13E-4. The
information contained in the Offer to Purchase, including all
exhibits thereto, is hereby expressly incorporated herein by
reference and the responses to each item are qualified in their
entirety by reference to the information contained in the Offer
to Purchase and exhibits thereto.

ITEM 1. SECURITY AND ISSUER.

(a) The information set forth in the section of the
Offer to Purchase entitled CERTAIN INFORMATION CONCERNING THE
COMPANY - The Company is incorporated herein by reference.

(b) The information set forth in the sections of the Offer
to Purchase entitled THE TENDER OFFER and TERMS OF THE TENDER
OFFER - Tender Offer Period; Extension of Period; Amendment is
incorporated herein by reference.

(c) The information set forth in the section of the
Offer to Purchase entitled CERTAIN INFORMATION CONCERNING THE
COMPANY - Price Range of Common Stock and Dividends is
incorporated herein by reference.

(d) Not applicable.

ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a) The information set forth in the section of the
Offer to Purchase entitled THE TENDER OFFER - Source of Funds and
THE TENDER OFFER - General is incorporated herein by reference.

(b) Not Applicable.

ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE ISSUER OR AFFILIATE

The information contained in the section of the Offer to
Purchase entitled THE TENDER OFFER - Background and Purpose of
the Tender Offer is incorporated herein by reference.

(a) Not Applicable.

(b) Not Applicable.

-1-<PAGE>
(d) Not Applicable.

(e) Not Applicable.

(f) Not Applicable.

(g) Not Applicable.

(h) Not Applicable.

(i) Not Applicable.

(j) The information set forth in the section of the
Offer to Purchase entitled THE TENDER OFFER - Special Factors -
Benefits and Detriments of the Offer and CERTAIN EFFECTS OF THE
TENDER OFFER - Termination of Obligation to File Exchange Act
Reports is incorporated herein by reference.

ITEM 4. INTEREST IN SECURITIES OF THE ISSUER

The information set forth in the section of the Offer to Purchase
entitled CERTAIN INFORMATION CONCERNING THE COMPANY - Price Range of
Common Stock and Dividends is incorporated herein by reference.

ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES.

Not Applicable.

ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED

Not Applicable.

ITEM 7. FINANCIAL INFORMATION.

(a) The information set forth in EXHIBIT A to the Offer
to Purchase and SPECIAL FACTORS - Fairness of the Tender Offer
is herein incorporated by reference.

(b) Not Applicable.

ITEM 8. ADDITIONAL INFORMATION.

(a) Not Applicable.

(b) Not Applicable.

(d) Not Applicable.

(e) The information contained in the Offer to Purchase
is incorporated herein by reference.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

(a) (1) The Offer to Purchase dated December 5, 1996
and exhibit thereto.

(2) Letter of Transmittal.

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(b) Not Applicable.

(d) Not Applicable.

(e) Not Applicable.

(f) Not Applicable.

-3-
<PAGE>
SIGNATURE

After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

Hardwick Holding Company

December 5, 1996 By: /s/ Michael Robinson
- ---------------- -------------------------------------
Date Name: Michael Robinson
Title: Executive Vice President and
Chief Financial Officer

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<PAGE>
Exhibit (a)(1)

HARDWICK HOLDING COMPANY

OFFER TO PURCHASE FOR CASH
up to
25,575 Shares
of its
COMMON STOCK
at
$20.00 PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
DALTON, GEORGIA TIME, ON MARCH 15, 1997, UNLESS EXTENDED.

Hardwick Holding Company, a Georgia corporation (the
"Company"), hereby offers to purchase (the "Tender Offer") from
its shareholders up to 25,575 shares of common stock, par value
$.50 per share, of the Company (the "Common Stock") at the
purchase price of $20.00 per share. Under the terms of the
Tender Offer as further described herein, shareholders who elect
to tender their shares of Common Stock will be required to tender
all shares of Common Stock owned by them; provided, however, that
the Company will not purchase more than 100 shares of Common
Stock from any one shareholder. The purpose of the Tender Offer
is to encourage a sufficient number of the Company's shareholders
to tender all of their shares to cause the number of shareholders
of record to fall below 300, thus permitting the Company to
suspend its filings under the Securities Exchange Act of 1934, as
amended. Approximately 106 of the Company's 342 shareholders of
record as of November 21, 1996 held fewer than 100 shares each.

Shareholders having shares of Common Stock registered in the
name of a broker, dealer, commercial bank, trust company or
nominee must contact such person if they desire to tender their
shares of Common Stock. Shareholders who wish to tender their
shares of Common Stock and whose certificates for such shares are
not immediately available should tender such shares by following
the procedures for guaranteed delivery set forth in "THE TENDER
OFFER -- Procedures for Tendering Shares of Common Stock."

Questions and requests for assistance or additional copies
of this Offer to Purchase and the Letter of Transmittal should be
directed in writing to Hardwick Holding Company, One Hardwick
Square, P.O. Box 1367, Dalton, Georgia 30722-1367, Attention:
Michael Robinson. Mr. Robinson may be reached by telephone at
(706) 217-3950.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER
TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NO AGENT OR OFFICER OF HARDWICK HOLDING COMPANY OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY HARDWICK HOLDING COMPANY.

The effective date of this Offer to Purchase is December 5, 1996.
<PAGE>
TABLE OF CONTENTS

Page

THE TENDER OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Background and Purpose of the Tender Offer . . . . . . . . . . . . . 1
Special Factors . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . 3

TERMS OF THE TENDER OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Tender Offer Period; Extension of Period; Amendment . . . . . . . . 3
Acceptance for Payment and Payment for Common Stock . . . . . . . . 4
Procedures For Tendering Shares of Company Stock . . . . . . . . . . 5
Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . 7
Absence of Appraisal Rights . . . . . . . . . . . . . . . . . . . . 7
No Offer in Certain Jurisdictions . . . . . . . . . . . . . . . . . 7
Expenses of Tender Offer . . . . . . . . . . . . . . . . . . . . . . 8

CERTAIN EFFECTS OF THE TENDER OFFER . . . . . . . . . . . . . . . . . . . . . 8
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . 8
Termination of Obligation to File Exchange Act Reports . . . . . . . 9

CERTAIN INFORMATION CONCERNING THE COMPANY . . . . . . . . . . . . . . . . . 9
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Price Range of Common Stock and Dividends . . . . . . . . . . . . . 10
Common Stock Owned by Directors and Executive Officers . . . . . . . 10
Additional Information . . . . . . . . . . . . . . . . . . . . . . . 14

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . ..EXHIBIT A

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<PAGE>

TO THE HOLDERS OF COMMON STOCK
OF HARDWICK HOLDING COMPANY:

THE TENDER OFFER

GENERAL.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY
APPROVED THE TENDER OFFER AND UNANIMOUSLY RECOMMENDS THAT HOLDERS
OF THE COMPANY'S COMMON STOCK ACCEPT THE TENDER OFFER.

BACKGROUND AND PURPOSE OF THE TENDER OFFER.

The Company has commenced this Tender Offer to reduce the
number of its shareholders of record below 300, thus suspending
the Company's obligation to file periodic reports (such as Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q) under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). See "CERTAIN EFFECTS OF THE TENDER OFFER -- Suspension of
Obligation to File Exchange Act Reports."

The Company is not truly "public" because its Common Stock
is not traded or quoted on any public exchange or market, and
only a handful of trades typically occur in the Company's Common
Stock in any given year. See "CERTAIN INFORMATION CONCERNING THE
COMPANY -- Price Range of Common Stock and Dividends." Nor is
the Common Stock registered under the Exchange Act. The Company
has been required under the Exchange Act, however, to file
certain supplementary and periodic information, documents and
reports with the Securities and Exchange Commission (the "SEC")
as a result of the Company's filing of a registration statement
under the Securities Act of 1933, as amended (the "Securities
Act"), in 1991, in connection with its acquisition of Peoples
Bartow Corporation, Cartersville, Georgia. The Company has thus
been required since that time to comply with many, though not
all, of the SEC regulatory requirements with which publicly-
traded companies are required to comply, without the attendant
benefits to the Company and its shareholders that the improved
liquidity of a public market adds to publicly traded securities.
The Board of Directors of the Company has determined that the
expense and burden to management of complying with the SEC filing
requirements are unnecessary and result in little or no benefit
to the Company or its shareholders. The Company estimates that
the suspension of its obligation to file such information,
documents and reports will save the Company approximately $40,000
per year in compliance costs. Even though SEC-mandated reports
would no longer be available to continuing shareholders, the
Company would continue to provide its shareholders with periodic
reports of the Company's financial condition and operations.<PAGE>
Recognizing the potential benefits from being relieved of
the burden of filing reports with the SEC, the Board of Directors
unanimously decided at a meeting on March 16, 1994 that a self
tender offer was more desirable than the other alternatives
considered. Therefore, on June 30, 1994, the Company made an
offer to purchase for cash from its shareholders up to 203,258
shares of its Common Shares with a limitation of 1,000 shares
from any individual shareholder (the "Previous Tender Offer").
Approximately 300 of the Company's 446 shareholders of record as
of June 27, 1994 held fewer than 1,000 shares each. The Previous
Tender Offer expired at 12:00 midnight Dalton, Georgia time, on
August 31, 1994, and was extended to 12:00 midnight Dalton,
Georgia time on September 30, 1994. Because there were 37,216
shares tendered, which only reduced by 85 the number of
shareholders, the primary goal of the Previous Tender Offer was
not met. The Board of Directors, continuing to believe that the
Company should realize the benefits of being relieved of its SEC
reporting obligations, unanimously decided at its November 20,
1996 meeting to make a second Tender Offer to purchase for cash
from its shareholders of up to 25,575 shares of its Common
Shares. The number of shares of the Common Stock subject to the
Tender Offer is a sufficient number to purchase the remaining
shares of each shareholder of the Company who owns less than 100
shares and 100 shares from each shareholder who owns 100 or more
shares. The Board of Directors, which considered other
alternatives, including a reverse stock split and other similar
cash-out transactions which would have given the shareholders no
choice in deciding whether or not to remain as shareholders,
believes that its shareholders should have the choice of deciding
whether or not to cash in their shares. The Board also desires
to save the Company the expense of holding a special shareholders
meeting which would be required to implement such other
alternatives.

Although the Board of Directors believes that shareholders
should have the opportunity to voluntarily cash-in their shares,
it will consider other alternatives if the Tender Offer is
unsuccessful in reducing the number of record shareholders below
300. These other alternatives could take the form of a reverse
stock split followed by a cash out of fractional interests, or a
merger or similar transaction having the same effect.

SPECIAL FACTORS.

FAIRNESS OF THE TENDER OFFER. The Board of Directors
believes that the terms of the Tender Offer, including the
offering price of $20.00 per share, is fair to unaffiliated
shareholders of the Company, including those shareholders who
tender their shares in the Tender Offer, for the reasons
discussed herein. The price of $20.00 per share represents
approximately 1.72 times the book value of a share of Common
Stock at September 30, 1996 ($11.61 per share). The book value
per share at December 31, 1995 was $11.52 per share. See the
Company's Consolidated Financial Statements set forth on Exhibit A
to this Offer to Purchase. The Tender Offer price represents the
highest known trading price for the Common Stock during the last two
years, and is the same as the highest reported trade during the current
fiscal year of $20.00 per share for six blocks purchased by the
Company (55,033 shares, 50 shares, 1,250 shares, 2,600 shares,
1,785 shares, and 1,000 shares). See "CERTAIN INFORMATION
REGARDING THE COMPANY -- Price Range of Common Stock and
Dividends."

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<PAGE>
Based on the foregoing factors and the other benefits
described herein, and given that shareholders are not obligated
to tender any shares pursuant to the Tender Offer, the Board of
Directors believes that the Tender Offer is fair to the Company's
unaffiliated shareholders. For information regarding the reasons
and purpose of the Tender Offer and other alternatives considered
by the Board of Directors, see "Background and Purpose of the
Tender Offer."

BENEFITS AND DETRIMENTS OF THE TENDER OFFER. The Company's
Board of Directors believes the primary benefits of the Tender
Offer to the Company and its non-tendering shareholders to be the
savings in the Company's human and financial resources from not
having to file annual and quarterly disclosure documents with the
SEC, and from the reduced costs of servicing fewer shareholders.
See "Background and Purpose of the Tender Offer." Shareholders
who tender their shares in the Tender Offer will enjoy the
benefits of a convenient, economical means of selling a
relatively small number of shares at what the Company believes to
be a fair price. Shareholders who validly tender all of their
shares, however, will not be entitled to any of the benefits, or
suffer any of the risks, of continued share ownership. The
Company does not know whether any officers, directors or
affiliates of the Company will tender any shares pursuant to the
Tender Offer.

For a discussion of other effects of the Tender Offer on the
Company's shareholders, see "Certain Effects of the Tender Offer"
below.

NO APPRAISALS OR INDEPENDENT COMMITTEE. No report, opinion
or appraisal from any independent outside party as to the
fairness of the terms of the Tender Offer to the holders of the
Common Stock or any other aspect of the Tender Offer has been
received by the Company, nor is it anticipated that any such
report, opinion or appraisal will be obtained in connection with
the Tender Offer. The transaction does not require the approval
of a majority of the Company's unaffiliated security holders, and
the Company did not form a special committee of non-employee
directors to negotiate the terms of the Tender Offer on behalf of
the Company's unaffiliated shareholders.

SOURCE OF FUNDS.

The Company has available working capital to purchase the
25,575 shares at $20.00 per share. No part of the funds used to
purchase the shares pursuant to the Tender Offer will be
borrowed.

TERMS OF THE TENDER OFFER

TENDER OFFER PERIOD; EXTENSION OF PERIOD; AMENDMENT.

Upon the terms and subject to the conditions of the Tender
Offer, the Company will accept for payment (and thereby purchase)
up to 25,575 shares of Common Stock validly tendered on or prior
to the Expiration Date (as hereinafter defined) and not withdrawn
in accordance with the procedures set forth in "Withdrawal
Rights" below. The term "Expiration Date" shall mean 12:00
Midnight, Dalton, Georgia time, on March 15, 1997, and shall not
be extended unless and until the Company shall have extended the
period of time for which the Tender Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date on

-3-<PAGE>
which the Tender Offer, as so extended by the Company, shall
expire.

If the Company materially changes the terms of the Tender
Offer or the information concerning the Tender Offer, the Company
will extend the Tender Offer to the extent required by the
Exchange Act. The SEC has stated that, as a general rule, it is
of the view that an offer should remain open for a minimum of
five (5) business days from the date that notice of such a
material change is first published, sent or given, and that if
material changes are made to the number of shares offered in the
Tender Offer, the consideration required therefor, or the number
of shares required to consummate the Tender Offer, a minimum of
ten (10) business days may be required to allow adequate
dissemination and investor response. If (i) the Company
increases or decreases the number or offering price for shares of
Common Stock tendered pursuant to the Tender Offer and (ii) the
Tender Offer is scheduled to expire at any time earlier than the
expiration of a period ending on the tenth business day from and
including the date that notice of such increase or decrease is
first published, sent or given, the Tender Offer will be extended
until the expiration of such period of ten (10) business days.
The term "business day" shall mean any day other than Saturday,
Sunday or a federal holiday and shall consist of the time period
from 12:01 a.m. through 12:00 Midnight, Dalton, Georgia time.

The Company also reserves the right, in its sole discretion,
at any time, or from time to time to amend the Tender Offer in
any respect. Any extension, delay in payment, termination or
amendment will be followed as promptly as practicable by public
announcement thereof.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR COMMON STOCK.

Upon the terms and subject to the conditions of the Tender
Offer, the Company will accept for payment (and thereby
purchase), and will pay for, up to 25,575 shares of Common Stock
validly tendered and not properly withdrawn in accordance the
procedures set forth in "Withdrawal Rights" below (including
Common Stock validly tendered and not withdrawn during any
extension of the Tender Offer, if the Tender Offer is extended,
upon the terms and subject to the conditions of such extension),
as soon as practicable after the Expiration Date. In all cases,
payment for Common Stock purchased pursuant to the Tender Offer
will be made only after timely receipt by the Company of (i)
certificates for such Common Stock, (ii) a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and
(iii) any other documents required by the Letter of Transmittal.

For purposes of the Tender Offer, the Company shall be
deemed to have accepted for payment (and thereby purchased)
tendered Common Stock when, as and if the Company gives oral or
written notice to the tendering shareholder of the Company's
acceptance for payment of such Common Stock pursuant to the
Tender Offer. Payment of the Purchase Price for Common Stock
purchased pursuant to the Tender Offer will be made by check
mailed directly to tendering shareholders. Shares purchased
pursuant to the Tender Offer will become authorized and unissued
shares. Although the Company has no current plans to reissue any
of such shares, they may be reissued in the future.

Shareholders desiring to tender shares must tender all
shares of Common Stock owned by them; provided, however, that the

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Company will not accept the tender of more than 100 shares of
Common Stock from any one shareholder. The Company has adequate
working capital to purchase Common Stock tendered pursuant to the
Tender Offer, which amount will be sufficient to purchase up to
25,575 validly tendered shares. See "THE TENDER OFFER -- Source
of Funds."

If any tendered Common Stock is not purchased for any
reason, or if certificates submitted represent more Common Stock
than are tendered, certificates for such Common Stock not
purchased or tendered will be returned, without expense to the
tendering holder, as soon as practicable following the expiration
or termination of the Tender Offer.

If, prior to the Expiration Date, the Company shall increase
the consideration offered to holders of Common Stock pursuant to
the Tender Offer, such increased consideration shall be paid to
all holders of Common Stock that previously have been accepted
for payment pursuant to the Tender Offer.

PROCEDURES FOR TENDERING SHARES OF COMPANY STOCK.

To validly tender shares of Common Stock pursuant to the
Tender Offer, either (a) a properly completed and duly executed
Letter of Transmittal (or photocopy thereof) and any other
documents required by the Letter of Transmittal must be received
by the Company at the address set forth on the cover of this
Offer to Purchase and certificates for the shares of Common Stock
to be tendered must be received by the Company at such address by
the Expiration Date, or (b) the guaranteed delivery procedure
described below must be complied with.

If a shareholder desires to tender shares of Common Stock
pursuant to the Tender Offer and cannot deliver such shares of
Common Stock and all other required documents to the Company by
the Expiration Date, such shares of Common Stock may nevertheless
be tendered if all of the following conditions are met:

(i) such tender is made by or through an Eligible
Institution (defined below);

(ii) a properly completed and duly executed Notice
of Guaranteed Delivery substantially in the form provided by the
Company is received by the Company (as provided below) by the
Expiration Date; and

(iii) the certificates for such shares of
Common Stock, together with a properly completed and duly
executed Letter of Transmittal (or photocopy thereof) and any
other documents required by the Letter of Transmittal are
received by the Company within two business days after the date
of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, facsimile transmission or mail to the
Company and must include a guarantee by an Eligible Institution
in the form set forth in such Notice.

-5-<PAGE>
If (i) the Letter of Transmittal is signed by the registered
holder of the shares of Common Stock tendered therewith or (ii)
such shares of Common Stock are tendered for the account of an
Eligible Institution, as defined below, no additional steps need
be taken beyond signing and delivering the Letter of Transmittal
to the Company. However, if a certificate representing shares of
Common Stock is registered in the name of a person other than the
signer of a Letter of Transmittal, or if delivery of shares of
Common Stock is to be made or shares of Common Stock not tendered
are to be issued to a person other than the registered owner, the
certificate must be endorsed or accompanied by an appropriate
stock power, in either case signed exactly as the name of the
registered owner appears on the certificate with the signature on
the certificate or stock power guaranteed by an Eligible
Institution. An "Eligible Institution" may be either a firm
which is a member of a registered national securities exchange or
the National Association of Securities Dealers, Inc. or by a
commercial bank or trust company having an office or
correspondent in the United States. See the instructions in the
Letter of Transmittal for additional information.

THE METHOD OF DELIVERY OF SHARES OF COMMON STOCK AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF CERTIFICATES FOR SHARES OF COMMON
STOCK ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED AND WITH PROPER INSURANCE IS RECOMMENDED, AND
SUFFICIENT TIME TO ENSURE TIMELY RECEIPT BY THE COMPANY SHOULD BE
ALLOWED.

In all cases, payment for Common Stock tendered and accepted
for payment pursuant to the Tender Offer will be made only after
timely receipt by the Company of certificates for such Common
Stock, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), and any other documents
required by the Letter of Transmittal. Accordingly, payment may
be made to tendering shareholders at different times if Common
Stock and these documents are delivered at different times.

To prevent backup federal income tax withholding with
respect to payment of the purchase price for Common Stock
purchased pursuant to the Tender Offer and the possible
imposition of a $50 fine, a shareholder must provide the Company
with his or her correct taxpayer identification number and
certify that he or she is not subject to backup federal income
tax withholding by completing the Substitute Form W-9 included in
the Letter of Transmittal.

All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any
tender of Common Stock pursuant to any of the procedures
described above will be determined by the Company, in its sole
discretion, which determination shall be final and binding. The
Company reserves the absolute right to reject any or all tenders
not in proper form or if the acceptance of or payment for such
Common Stock may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the absolute right to waive
any defect or irregularity in any tender with respect to any
particular Common Stock of any particular shareholder. Neither

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<PAGE>
the Company nor any other person will be under any duty to give
notification of any defects or irregularities in the tender of
any Common Stock or will incur any liability for failure to give
any such notification.

The acceptance for payment by the Company of tenders of
Common Stock pursuant to any of the procedures described above
will constitute a binding agreement between the tendering
shareholder and the Company upon the terms and subject to the
conditions of the Tender Offer.

WITHDRAWAL RIGHTS.

Tenders of shares of Common Stock made pursuant to the
Tender Offer may be withdrawn at any time prior to the Expiration
Date. Thereafter, such tenders are irrevocable unless the shares
of Common Stock have not been accepted for payment by the Company
after the expiration of forty (40) business days from the
commencement of the Tender Offer. If the Company extends the
period of time during which the Tender Offer is open, is delayed
in its acceptance of shares of Common Stock or is unable to
accept shares of Common Stock pursuant to the Tender Offer for
any reason, then, without prejudice to the Company's rights under
the Tender Offer, the Company may retain all shares of Common
Stock tendered, and such shares of Common Stock may not be
withdrawn except as otherwise provided herein, subject to Rule
13e-4(f)(5) under the Exchange Act, which provides that the
person making a tender offer shall either pay the consideration
offered or return the tendered securities, promptly after the
termination or withdrawal of the Tender Offer.

To be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the
Company and must specify the name of the person who tendered the
shares of Common Stock to be withdrawn and the number of shares
of Common Stock which were tendered. A shareholder withdrawing
shares previously tendered must withdraw all of the shares
tendered. No partial withdrawals are permitted. If the shares
of Common Stock to be withdrawn have been delivered to the
Company, a signed notice of withdrawal with (except in the case
of shares of Common Stock tendered by an Eligible Institution)
signatures guaranteed by an Eligible Institution must be
submitted prior to the release of such shares of Common Stock.
In addition, such notice must specify the name of the registered
holder (if different from that of the tendering shareholder) and
the serial numbers shown on the particular certificates
evidencing the shares of Common Stock to be withdrawn.
Withdrawals may not be rescinded, and shares of Common Stock
withdrawn will thereafter be deemed not validly tendered for
purposes of the Tender Offer. However, withdrawn shares of
Common Stock may be retendered by again following one of the
procedures described in "THE TENDER OFFER -- Procedures for
Tendering Shares of Common Stock" at any time prior to the
Expiration Date.

ABSENCE OF APPRAISAL RIGHTS.

Neither Georgia nor other relevant law provides a right of
appraisal or any other similar right to shareholders who do not
favor the Tender Offer. The Tender Offer has been structured to
allow shareholders of the Company to decide whether or not they
-7-<PAGE>
wish to tender their shares. A shareholder's only remedy under
Georgia law if he or she disagrees with the transaction is to
seek to obtain a court order enjoining the Tender Offer.

NO OFFER IN CERTAIN JURISDICTIONS.

The Tender Offer is not being made to, nor will tenders be
accepted from, or on behalf of, holders of Common Stock in any
jurisdiction in which the making of the Tender Offer or the
acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.

EXPENSES OF TENDER OFFER.

Expenses of the Tender Offer are estimated to be as follows:
legal fees: $9,000; accounting fees: $2,000; and printing and
mailing expense: $2,000. The Company will pay all such expenses
incurred in connection with the Tender Offer.

The Company will not pay any fees or commissions to brokers
or dealers or to other persons in connection with the
solicitation of tenders of Common Stock pursuant to the Tender
Offer. Brokers, dealers, commercial banks and trust companies
will, however, be reimbursed by the Company for customary mailing
and handling expenses incurred by them in forwarding material to
their customers.

CERTAIN EFFECTS OF THE TENDER OFFER

CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

The following is a general summary of the material federal
income tax consequences of the Tender Offer. Because of the
complexity and changing nature of federal income tax laws, and
considering that each shareholder's individual circumstances
affect the tax consequences of the Tender Offer to such
shareholder, the following is not intended to and does not
constitute a complete description of all possible federal tax
consequences. The federal income tax consequences to any
particular shareholder may be affected by matters not described
herein. Moreover, this discussion does not address the state and
local income tax consequences, if any, of the Tender Offer. EACH
SHAREHOLDER IS THEREFORE ADVISED TO CONSULT WITH HIS OR HER OWN
TAX ADVISOR WITH RESPECT TO THE APPLICABLE TAX CONSEQUENCES OF
THE TENDER OFFER.

The receipt of cash for Common Stock pursuant to the Tender
Offer will be a taxable transaction for federal income tax
purposes (and may also be a taxable transaction under applicable
state, local, foreign and other tax laws). The characterization
of the transaction for a particular shareholder will be an
exchange of Common Stock for cash if the transaction meets any of
the following three tests: (1) the transaction constitutes a
termination of the shareholder's entire ownership interest in the
Company, (2) after the transaction, (a) the shareholder owns less
than 50% of all Common Stock and (b) the shareholder's
percentage ownership of all Common Stock immediately after the
transaction is less than the shareholder's percentage ownership
of all Common Stock immediately before the transaction, or (3)
the transaction is not essentially equivalent to a dividend under

-8-<PAGE>
applicable case law. In determining the stock ownership of a
shareholder for purposes of applying the tests set forth above,
stock owned by certain related persons will be considered to be
owned by the shareholder. EACH SHAREHOLDER IS ADVISED TO CONSULT
WITH HIS OR HER OWN TAX ADVISOR REGARDING THE CHARACTERIZATION OF
THE TRANSACTION WITH RESPECT TO HIM OR HER.

If the transaction is characterized as an exchange of Common
Stock for cash in accordance with the rules set forth above, a
shareholder will recognize gain or loss for federal income tax
purposes equal to the difference between the amount of cash
received and the shareholder's tax basis for the Common Stock.
Such gain or loss will be capital gain or loss if the shareholder
held the Common Stock as a capital asset, and will be long-term
capital gain or loss if, on the date of sale, the shareholder
held the Common Stock for more than six months. Otherwise, such
gain or loss will be short-term capital gain or loss, assuming
the shareholder held the Common Stock as a capital asset. The
foregoing discussion may not be applicable to shareholders who
acquired their Common Stock pursuant to the exercise of stock
options or otherwise as compensation.

If the transaction does not meet any of the three tests
listed above with respect to a particular shareholder, the cash
received by the shareholder will be a dividend taxable to the
shareholder as ordinary income.

The Company has not sought and does not intend to seek a
ruling from the Internal Revenue Service concerning the federal
income tax consequences of the Tender Offer.

Termination of Obligation to File Exchange Act Reports.

Although the Company's Common Stock has not been registered
under the Exchange Act, the Company is nonetheless required to
file certain supplementary and periodic information, documents
and reports with the SEC pursuant to Section 13 of the Exchange
Act because the Company filed a registration statement on Form S-
4 with the SEC in 1991, in connection with the Company's
acquisition of Peoples Bartow Corporation. If sufficient numbers
of the Company's shareholders tender all of their shares of
Common Stock to reduce the number of record holders to below 300
as of March 15, 1997, the duty under Section 15(d) of the
Exchange Act to file reports required by Section 13(a) of the
Exchange Act will be suspended immediately upon filing of a
notification of suspension of filing obligations on Form 15.

CERTAIN INFORMATION CONCERNING THE COMPANY

THE COMPANY.

The Company is a two-bank holding company headquartered in
Dalton, Georgia. Full service banking and trust businesses are
presently conducted by its two bank subsidiaries: Hardwick Bank
& Trust Company ("Hardwick Bank") and First National Bank of
Northwest Georgia ("Northwest Bank") (collectively referred to as
the "Banks). The Company serves Whitfield, Gordon, Bartow and surrounding
counties in Northwest Georgia. Northwest Bank operates under the trade
names "Calhoun First National Bank" in Gordon County and "Peoples
First National Bank" in Bartow County. Through its bank
subsidiaries, the Company provides such customary types of

-9-<PAGE>
banking services as checking accounts, savings accounts, time
deposits, safe deposit facilities and fund transfers. The
Company also finances commercial transactions, makes secured and
unsecured loans to individuals and provides other financial
services.

The principal executive offices of the Company are located
at One Hardwick Square, Dalton, Georgia 30722-1367 and its
telephone number at that address is (706) 217-3950.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS.

There is no established public trading market for the
Company's Common Stock. As of November 21, 1996 there were
3,999,279 shares outstanding. The Company purchased 67,299
shares of Common Stock during 1996, in blocks ranging from
100 shares to 1,322 shares at a price of $17.50 per share, and
in blocks ranging 50 shares to 55,033 shares at a price of $20.00
per share. There have been five trades effected by the Company and
certain shareholders during the past sixty days each at
a purchase price of $20.00 per share. The Common Stock was acquired for
cash at the principal executive offices of the Company. These purchases
include: (1) 1,250 shares on October 16, 1996; (2) 2,600 shares
on October 18, 1996; (3) 1,785 shares on November 12, 1996; (4) 1,000
shares on November 15, 1996; and (5) 50 shares on November 27, 1996.

The Company purchased 15,050 shares of the Common Stock during
1995, in blocks ranging from 60 shares to 3,000 shares, with a price
range of $16.00 to $17.00 per share. To the Company's knowledge, these
were the only trades made during 1996 and 1995.

There were 37,216 shares tendered in connection with the
Previous Tender Offer at $16.00 per share. In addition to the
shares acquired pursuant to the Previous Tender Offer, the
Company also purchased 27,647 shares during 1994, in blocks
ranging from 14 shares to 21,500 shares, of which 1,539 shares
were acquired at $13.78 per share and 26,108 shares were acquired
at $16.00 per share. There were also five trades by the
shareholders of the Common Stock in 1994, three of which were at
$16.00 per share (500 shares, 75 shares and 75 shares), one at $15.75 per
share (100 shares) and the fifth was for 20 shares at an
undisclosed price per share. To the Company's knowledge, these
were the only trades made during 1994. There were 342 holders of
record of the Company's Common Stock as of November 21, 1996.

The Company paid a cash dividend of $.06 per share for the
first, second and third quarters of 1996 and $.24 per share
during the current quarter of 1996. The $.24 per share dividend
paid during the current quarter includes a special one time
extraordinary dividend in the amount of $.20 per share. On
November 20, the Board of Directors of the Company declared a
$.06 per share dividend for each shareholder of record as of
November 20, 1996 which is payable January 19, 1997.

The Company paid quarterly cash dividends of $.05 per share
for the first and second quarters of 1995, and $.06 per share for
the third and fourth quarters of 1995. It paid a quarterly
dividend of $.05 per share in 1994 for a total of $.20 per share.
The amount and frequency of any future dividends will be
determined by the Company's Board of Directors with the
consideration of the earnings, capital requirements and the
financial condition of the Company, and no assurances can be
given that dividends will be declared in the future. For
information regarding restrictions on the amount of dividends

-10-<PAGE>
payable by the Company, see Note 10 of the Notes to Consolidated
Financial Statements of the Company appearing elsewhere in this
Offer to Purchase.

COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS.

The following table sets forth certain information regarding
the Common Stock owned on November 21, 1996 by each of the
Company's directors and executive officers, and all directors and
executive officers of the Company as a group. Each of the
persons set forth below is a United States citizen. Except as
otherwise indicated, all shares shown in the table below are held
with sole voting and investment power. The Percent of Total
Shares Owned column represents the percentage that the named
person or group would beneficially own if such person or group,
and only such person or group, exercised all currently
exercisable options held by him, her or it.
<TABLE>
<CAPTION>

Amount and Nature Percent of
of Beneficial Total Shares
Ownership Owned
----------------- ------------
Name Position(s)
- ---- -----------
<S> <S> <C> <C>
Kenneth E. Boring <F1> Chairman and Chief Executive Officer of 1,660,000<F2> 41.5%
the Company since March 1981;
Chairman of Northwest Bank since 1986;
Chairman of Hardwick Bank since May
1984; Partner in Boring and Boring and
Boring, Boring and Minor, which are
engaged in real estate investment; and
Vice President of Dalton Aircraft, Inc.

James M. Boring, Jr. <F1> President and Director of the Company 1,295,032<F3> 32.4%
since March 1981; Director of Hardwick
Bank since February 1977; Director of
Northwest Bank since January 1988;
Partner in Boring and Boring and Boring,
Boring and Minor, which are engaged in
real estate investment; and President of
Dalton Aircraft, Inc.

Thomas H. Bond Director of the Company and Director 1,000 *
of Northwest Bank since January 1988.

Wayne R. Broaddus Director of the Company since December 5,307<F4> *
1994; and President and Chief Executive
Officer of Associates Aggregates
International, Inc.

Robert M. Chandler Director of the Company since February 35,434<F5> *
1989; Director of Hardwick Bank since
December 1985; and Vice President, Queen
Carpet Corp. (Palcraft Division).

-11-<PAGE>
Richard R. Cheatham Director of the Company; Vice Chairman 1,595,300<F6> 39.9%
of the Company since April 1995; and
Partner at Kilpatrick & Cody, L.L.P.,
Attorneys at Law

David J. Lance Director of the Company since April 29,225<F7> *
1988; President and Director of
Northwest Bank since October 1980; and
Chief Executive Officer of Northwest
Bank since May 1984.

Norman D. McCoy Director of the Company since March 5,860 *
1981; Director of Hardwick Bank since June
1969; and President and Chief Executive
Officer of Dalton Supply Co., Inc., a
wholesale distributor of industrial
supplies.

Marshall R. Mauldin Director of the Company since March 35,030<F8> *
1981; and President, Chief Executive
Officer and Director of Hardwick Bank since
January 1990.

Michael Robinson Executive Vice President of the Company 26,350<F9> *
since 1990; Secretary, Treasurer and
Director of Hardwick since 1987;
Director of Northwest Bank since 1986;
and Director of Hardwick Bank since 1988.

Stanley A. Crawford Executive Vice President of Hardwick 0 0
Bank since September 1992.

Roy E. Page Vice President of Technology of the 0 0
Company since January 1995.

Leon M. Ham, III Director of Company since April 1996; 15,000 *
Director of Hardwick Bank since February
1981; and President and CEO of Carteret
Corporation, a textile sales company
dealing in yarns and fibers.

All executive officers and 3,107,278 77.7%
directors as a group (a
total of 13 persons)

* Represents less than one percent of class.

<FN>
<F1> Kenneth E. Boring is the brother of James A. Boring, Jr.
<F2> Includes 670,000 shares owned directly; 15,000 shares owned
through and Individual Retirement Account ("IRA"); 881,700
shares owned by a family trust of which Mr. Boring serves as
Trustee and has sole voting power; 28,100 shares owned by
Mr. Boring as custodian for his daughters and 65,200 shares
owned by his wife.

-12-<PAGE>
<F3> Includes 1,239,275 shares owned directly; 3,257 shares owned
through and IRA and 52,500 shares owned by his wife.

<F4> Includes 5,307 shares owned through an IRA.

<F5> Includes 21,341 shares owned directly; 800 shares owned
through an IRA; 3,841 shares owned by his wife; 660 shares
owned by his wife through an IRA; and 8,792 shares owned as
custodian for his son or daughter.

<F6> Includes 1,594,800 shares included in the beneficial
ownership of Kenneth E. Boring, which may be voted by proxy
pursuant to a revocable proxy from Kenneth E. Boring; 250
shares owned through an IRA and 250 shares owned by his wife
through an IRA.

<F7> Includes 250 shares owned directly; 1,900 shares owned
through an IRA; and 825 shares owned by his wife, 21,250
shares vested under incentive stock options and 5,000 shares
under a restrictive stock award agreement.

<F8> Includes 8,360 shares owned directly and 420 shares owned
through an IRA, 21,250 shares vested under incentive stock
options and 5,000 shares under a restricted stock award
agreement.

<F9> Includes 100 shares owned directly; 21,250 shares vested
under incentive stock options and 5,000 shares under a
restrictive stock award agreement.
</TABLE>

ADDITIONAL INFORMATION.

For additional information regarding the Company,
shareholders are encouraged to review the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, and its
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, which have been filed with the SEC pursuant to the Exchange
Act. Shareholders may obtain copies of such reports from the SEC
at the addresses set forth below under "AVAILABLE INFORMATION,"
or from the Company upon request to: Hardwick Holding Company,
One Hardwick Square, P.O. Box 1367, Dalton, Georgia 30722-1367,
Attention: Michael Robinson (706) 217-3950.

AVAILABLE INFORMATION

The Company is subject to certain of the informational
requirements of the Exchange Act and in accordance therewith
files reports and other information with the SEC. The Company
has filed a Schedule 13E-3 Transaction Statement ("Schedule 13E-
3") and a Schedule 13E-4 Issuer Tender Offer Statement ("Schedule
13E-4") under the Exchange Act in connection with the Tender
Offer described herein. The Schedule 13E-3, Schedule 13E-4 and
other reports and information concerning the Company filed with
the SEC can be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices at 500
W. Madison, Suite 1400, Chicago, Illinois 60661 and Seven World
Trade Center, 13th Floor, New York, New York 10048. In addition,

-13-<PAGE>
the SEC maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants (such as the Company) that file electronically with
the SEC at http//www.sec.gov.

No agent or officer of the Company or any other person has
been authorized to give any information or to make any
representations other than those contained in this Offer to
Purchase and, if given or made, such information or
representations should not be relied upon as having been
authorized by the Company.

HARDWICK HOLDING COMPANY

December 5, 1996.
<PAGE>
EXHIBIT A

HARDWICK HOLDING COMPANY

Consolidated Financial Statements
Hardwick Holding Company
and Subsidiaries

Consolidated Financial Statements as of
December 31, 1995 and 1994
Together With
Auditors' Report<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of
Hardwick Holding Company:

We have audited the accompanying consolidated balance sheets of
HARDWICK HOLDING COMPANY (a Georgia corporation) AND SUBSIDIARIES
as of December 31, 1995 and 1994, and the related consolidated
statements of income, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Hardwick Holding Company and subsidiaries as of December 31,
1995 and 1994 and the results of their operations and their cash
flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted
accounting principles.

As discussed in Notes 2 and 8 to the consolidated financial
statements, the Company changed its methods of accounting for
investment securities effective January 1, 1994 and income taxes
effective January 1, 1993, respectively.

/s/ Arthur Andersen LLP

Chattanooga, Tennessee
February 16, 1996

<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(Dollars in Thousands)

ASSETS

<TABLE>
<CAPTION>
1995 1994
------- ---------
<S> <C> <C>
CASH AND DUE FROM BANKS $ 31,171 $ 26,721
FEDERAL FUNDS SOLD 11,100 2,500
-------- ---------

Total cash and cash equivalents 42,271 29,221

INVESTMENT SECURITIES, held-to-maturity 0 107,486
INVESTMENT SECURITIES, available-for-sale 135,206 33,408
LOANS, net 239,189 227,844
PREMISES AND EQUIPMENT, net 17,227 17,119
ACCRUED INTEREST RECEIVABLE 3,674 3,944
EXCESS OF COST OVER FAIR VALUE OF SUBSIDIARIES ACQUIRED, net 5,961 6,586
OTHER ASSETS 1,289 2,284
-------- ---------

Total assets $444,817 $427,892
======== =========

LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS:

Noninterest-bearing $ 84,104 $ 83,633
Interest-bearing 305,847 276,882
-------- ---------
Total deposits 389,951 360,515

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE 3,536 20,516
NOTE PAYABLE TO BANK 250 750
OTHER BORROWED FUNDS 381 0
CAPITAL LEASE OBLIGATION 844 654
OTHER LIABILITIES 3,025 2,077
-------- ---------
Total liabilities 397,987 384,512

COMMITMENTS AND CONTINGENCIES (NOTES 3, 4, AND 12)

STOCKHOLDERS' EQUITY:
Common stock, $.50 par value, 10,000,000 shares
authorized, 4,125,141 shares issued; 4,066,478
and 4,060,278 shares outstanding at December 31,
1995 and 1994, respectively 2,063 2,063
Additional paid-in capital 20,233 20,251
Retained earnings 25,284 22,959
Unrealized gain (loss) on securities available-for-sale,
net of taxes 421 (859)
Treasury stock, at cost, 58,663 and 64,863 shares at
December 31, 1995 and 1994, respectively (948) (1,034)
Deferred compensation (223) 0
-------- ---------
Total stockholders' equity 46,830 43,380
-------- ---------
Total liabilities and stockholders' equity $444,817 $427,892
======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated
balance sheets.<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(In Thousands Except for Per Share Data)
<TABLE>
<CAPTION>
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $23,744 $20,231 $20,646
Interest on investment securities:
Taxable 5,649 6,339 6,766
Nontaxable 1,568 1,567 1,356
Interest on federal funds sold 565 276 566
------- ------- -------
Total interest income 31,526 28,413 29,334
------- ------- -------
INTEREST EXPENSE:
Interest on deposits 12,051 9,540 10,709
Interest on federal funds purchased and
securities sold under agreements to repurchase 707 557 285
Interest on note payable to bank, other borrowed
funds and capital lease obligation 304 76 87
------- ------- -------
Total interest expense 13,062 10,173 11,081
------- ------- -------
NET INTEREST INCOME 18,464 18,240 18,253
PROVISION FOR LOAN LOSSES 0 (600) 1,350
------- ------- -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 18,464 18,840 16,903
------- ------- -------
NONINTEREST INCOME:
Service charges on deposit accounts 2,420 2,408 2,546
Securities gains, net 10 324 69
Trust department income 340 342 264
Other noninterest income 1,304 1,123 986
------- ------- -------
Total noninterest income 4,074 4,197 3,865
------- ------- -------
NONINTEREST EXPENSE:
Salaries and employee benefits 8,998 8,356 8,676
Net occupancy expense 3,584 3,549 3,296
Professional fees 548 1,055 777
FDIC insurance premiums 407 814 830
Office supplies and printing 542 406 438
Other noninterest expense 4,232 3,754 3,232
------- ------- -------
Total noninterest expense 18,311 17,934 17,249
------- ------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE 4,227 5,103 3,519
PROVISION FOR INCOME TAXES 1,004 1,352 850
------- ------- -------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 3,223 3,751 2,669
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
OF ACCOUNTING FOR INCOME TAXES (Note 8) 0 0 583
------- ------- -------
NET INCOME $ 3,223 $ 3,751 $ 3,252
======= ======= =======
EARNINGS PER SHARE:
Income before cumulative effect of change in
accounting principle $ 0.79 $ 0.91 $ 0.65
Cumulative effect of change in accounting
principle of accounting for income taxes 0.00 0.00 0.14

------- ------- -------
NET INCOME PER SHARE $ 0.79 $ 0.91 $ 0.79
======= ======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING 4,071 4,109 4,125
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

(Dollars in Thousands Except for Per Share Data)
<TABLE>
<CAPTION>
Unrealized Gain (Loss) on
Additional on Securities
Common Paid-In Retained Available-for-sale Treasury Deferred
Stock Capital Earnings of taxes Stock Compensation Total
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992 $2,063 $20,251 $17,521 $ 0 $ 0 $ 0 $39,835

Net income 0 0 3,252 0 0 0 3,252
Cash dividends, $0.18 per share 0 0 (742) 0 0 0 (742)
------ ------- ------- -------- ------ ------- -------
BALANCE, December 31, 1993 2,063 20,251 20,031 0 0 0 42,345

Cumulative effect of change in
accounting principle (Note 8) 0 0 0 554 0 0 554
Net income 0 0 3,751 0 0 0 3,751
Cash dividends, $0.20 per share 0 0 (823) 0 0 0 (823)
Purchase of 64,863 shares of
treasury stock 0 0 0 0 (1,034) 0 (1,034)
Change in unrealized gain (loss)
on securities available-for-sale 0 0 0 (1,413) 0 0 (1,413)
------ ------- ------- -------- ------ ------- -------
BALANCE, December 31, 1994 2,063 20,251 22,959 (859) (1,034) 0 43,380

Net income 0 0 3,223 0 0 0 3,223
Cash dividends, $0.22 per share 0 0 (898) 0 0 0 (898)
Purchase of 15,050 shares of
treasury stock 0 0 0 0 (251) 0 (251)
Exercise of stock options 0 (22) 0 0 97 0 75
Issuance of treasury stock as
restricted stock 0 4 0 0 240 (244) 0
Amortization of compensation element
of restricted stock 0 0 0 0 0 21 21
Change in unrealized gain (loss) on
securities due to reclassification
of securities from held-to-maturity
to available-for-sale, net of taxes 0 0 0 577 0 0 577
Change in unrealized gain (loss)
on securities available-for-sale,
net of taxes 0 0 0 703 0 0 703
------ ------- ------- -------- ------ ------- -------
BALANCE, December 31, 1995 $2,063 $20,233 $25,284 $ 421 $ (948) $(223) $46,830
====== ======= ======= ======== ====== ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
(In Thousands)
<TABLE>
<CAPTION>
1995 1994 1993
-------- ------- -------
<S> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,223 $ 3,751 $ 3,252
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 0 (600) 1,350
Provision for depreciation and amortization 2,707 2,614 2,645
Provision for writedowns of other real estate 0 30 89
Gain on sale of other real estate, net (5) (8) (59)
(Gain) loss on disposal of premises and equipment 91 0 (11)
Discount accretion of investment securities, net (65) (39) 23
Deferred income tax provision 364 300 20
Securities gains, net (10) (324) (69)
(Increase) decrease in accrued interest receivable 270 (333) 376
(Increase) decrease in other assets (17) 223 (832)
Increase (decrease) in other liabilities 948 (132) (1,139)
------- ------- -------
Net cash provided by operating activities 7,506 5,482 5,645
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities of investment securities held-to-maturity 20,952 19,014 55,035
Proceeds from maturities of investment securities available-for-sale 5,840 7,800 0
Proceeds from sales of investment securities held-to-maturity 0 0 4,263
Proceeds from sales of investment securities available-for-sale 13,610 12,072 0
Purchases of investment securities held-to-maturity (2,401) (15,133) (100,985)
Purchases of investment securities available-for-sale (30,501) (11,461) 0
Net cash flows from loans originated and principal collected on loans (11,435) (15,282) 20,937
Purchases of premises and equipment (1,653) (1,283) (1,613)
Proceeds from disposal of premises and equipment 0 0 21
Proceeds from disposal of other real estate 85 268 599
------- ------- -------
Net cash used in investing activities (5,503) (4,005) (21,743)
------- ------- -------

CASH FLOWS FROM FINANCING ACTIVITIES:

Net increase (decrease) in demand deposits, NOW accounts, and
savings accounts (3,238) 8,163 (3,006)
Net cash flows from sales and maturities of certificates of deposit 32,674 (13,214) (9,030)
Net increase (decrease) in securities sold under agreements to
repurchase (16,980) 5,963 6,606
Proceeds from note payable to bank 0 750 0
Proceeds from other borrowed funds 381 0 0
Payments on note payable to bank (500) 0 0
Principal payments on capital lease obligation (216) (304) (282)
Cash dividends on common stock (898) (823) (742)
Purchase of treasury stock (251) (1,034) 0
Proceeds from exercise of stock options 75 0 0
------- ------- -------
Net cash provided by (used in) financing activities 11,047 (499) (6,454)
------- ------- -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 13,050 978 (22,552)

CASH AND CASH EQUIVALENTS, beginning of year 29,221 28,243 50,795
------- ------- -------

CASH AND CASH EQUIVALENTS, end of year $42,271 $29,221 $ 28,243
======= ======= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Interest $12,232 $10,061 $ 12,285
======= ======= ========

Income taxes $ 1,080 $ 1,255 $ 1,020
======= ======= ========
Noncash transactions during the year for:
Transfer from loans to other assets $ 90 $ 67 $ 432
======= ======= ========
Transfer of investment securities held-to-maturity
to investment securities available-for-sale $88,818 $ 0 $ 0
======= ======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995 AND 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include
the accounts of Hardwick Holding Company ("HHC") and its
wholly owned subsidiaries, Hardwick Bank and Trust Company
("HBT"), First National Bank of Northwest Georgia ("FNB") and
Hardwick Service Corporation, collectively referred to as the
"Company." All significant intercompany balances and
transactions have been eliminated.

NATURE OF OPERATIONS

The Company operates nine locations and suburban communities
in Northwest Georgia. The Company's primary business is
providing loan and deposit services to customers, who are
predominately small and middle-market businesses and
individuals.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates, although, in the opinion of
management, such differences would not be significant.

EXCESS OF COST OVER FAIR VALUE OF SUBSIDIARIES ACQUIRED

The excess of cost over fair value of subsidiaries acquired
is being amortized over various periods from 15 to 40 years.
The charge to other noninterest expense for the amortization
of the excess of cost over fair value for the years ended
December 31, 1995, 1994, and 1993, was $625,000, $627,000,
and $627,000, respectively. At December 31, 1995 and 1994,
accumulated amortization of the excess of cost over fair
value of subsidiaries acquired was $4,926,000 and $4,301,000,
respectively.

Effective January 1, 1996, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." This statement requires that
<PAGE>
long-lived assets and certain identifiable intangibles to be
held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. This
statement also requires that long-lived assets and certain
identifiable intangibles to be disposed of be reported at the
lower of carrying amount or fair value less cost to sell.
The adoption of this statement did not have a significant
impact on the financial condition or results of operations of
the Company.

INVESTMENT SECURITIES

As discussed in Note 2, effective January 1, 1994, the
Company adopted SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which required
the Company to change its method of accounting for
investments in debt securities. Debt securities that the
Company had the positive intent and ability to hold to
maturity were classified as held-to-maturity securities and
continued to be reported at amortized cost. Debt and equity
securities not classified as held-to-maturity were classified
as available-for-sale securities and reported at fair value,
with unrealized gains and losses excluded from earnings and
reported as a separate component of stockholders' equity, net
of tax. Prior to January 1, 1994, all investment securities
were reported at cost, adjusted for premium amortization and
discount accretion, which were recognized as adjustments to
interest income.

Gains or losses on disposition are determined using the
specific identification method and are recognized when
securities are sold.

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, cash and cash
equivalents include cash on hand, amounts due from banks, and
federal funds sold. Generally, federal funds are purchased
and sold for one-day periods.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost, less accumulated
depreciation. For financial reporting purposes, depreciation
is computed using primarily the straight-line method.
Accelerated depreciation methods are used for income tax
purposes. The Company uses the following estimated lives for
principal items: bank premises and improvements, 20 to 40
years; automobiles, computer equipment and office machines, 5
to 6 years; furniture and fixtures, 10 years.

Renewals and betterments are capitalized and depreciated over
their estimated useful lives. Repairs, maintenance and minor
improvements are charged to net occupancy expense as
incurred. When property is replaced or otherwise disposed
of, the cost of such assets and related accumulated
depreciation are removed from the respective accounts. Gains
or losses on disposition, if any, are recorded in the
accompanying consolidated statements of income.

<PAGE>
ASSETS UNDER CAPITAL LEASE

Assets under capital lease are capitalized using interest
rates appropriate at the inception of the lease.
Amortization of assets under capital lease is computed on the
straight-line method over the life of the lease (five years).

LOANS AND RESERVE FOR LOAN LOSSES

Loans are stated at face value, net of unearned discount,
deferred loan fees and the reserve for loan losses. Unearned
discount on installment loans is recognized as income over
the terms of the loans by the sum-of-the-months digits
method, which approximates the results from the use of the
interest method. Interest on other loans is recognized on
the level-yield basis. Fees associated with the loan
origination directly correspond with the costs of originating
said loans and are consequently recognized in income as
origination costs are incurred.

Interest income on all classifications of loans is accrued
based upon the outstanding principal amounts except for those
classified as nonaccrual loans. The accrual of interest is
discontinued when a loan becomes contractually delinquent for
90 days or when other factors indicate that collectibility is
doubtful. Cash receipts on nonaccrual loans are applied to
reduce principal balances or recorded as interest income,
depending on management's assessment of the ultimate
collectibility of the loan.

Effective January 1, 1995, the Company adopted SFAS No. 114
"Accounting by Creditors for Impairment of a Loan", as
amended by SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan-Income Recognition and Disclosures".
SFAS No. 114 requires that certain impaired loans be measured
based on the present value of expected future cash flows
discounted at the loan's original effective interest rate.
As a practical expedient, impairment may be measured based on
the loan's observable market price or the fair value of the
collateral if the loan is collateral dependent. When the
measure of the impaired loan is less than the recorded
investment in the loan, the impairment is recorded through a
valuation allowance. The Company had previously measured the
reserve for loan losses using methods similar to those
prescribed in SFAS No. 114. As a result of adopting these
statements, no additional allowance for loan losses was
required as of January 1, 1995. The adoption of SFAS No. 114
did not have an impact upon the Company's financial condition
or results of operations.

The reserve for loan losses is established through a
provision for loan losses charged to expense. The reserve
represents an amount which, in management's judgment, will be
adequate to absorb losses on existing loans that may become
uncollectible. Management's judgment in determining the
adequacy of the reserve is based on evaluations of the
collectibility of loans. These evaluations take into
consideration such factors as changes in the nature and
volume of the loan portfolio, current economic conditions
that may affect the borrowers' ability to pay, overall
portfolio quality, current year charge-offs and recoveries
and review of specific problem loans. Periodic revisions are
made to the reserve when circumstances which necessitate such
revisions become known.

MORTGAGE SERVICING RIGHTS

In May 1995, the Financial Accounting Standards Board
("FASB") issued SFAS No. 122, "Accounting for Mortgage
Servicing Rights". This Statement amended SFAS No. 65,
"Accounting for Certain Mortgage Banking Activities",
generally requiring that mortgage banking enterprises
allocate the total cost of mortgage loans between the
mortgage servicing rights and the mortgage loans. According
to SFAS No. 122, this allocation is applicable when the
servicing rights have been acquired through either the
purchase or origination of mortgage loans and the loans are
either sold or securitized with the servicing rights
retained. As the Company does not originate mortgage loans
for sale in the secondary market, SFAS No. 122 did not have
an impact on the Company's financial condition or results of
operations.

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company enters into sales of securities under agreements
to repurchase. Fixed-coupon reverse repurchase agreements
and dollar reverse repurchase agreements are treated as
financing transactions, and the repurchase obligations are
reflected as a liability in the accompanying consolidated
balance sheets.

INCOME TAXES

Deferred tax assets and liabilities are computed based on the
difference between the financial statement and income tax
bases of assets and liabilities using enacted tax rates.
Deferred income tax expense or benefit is based on the
changes in the underlying difference between the book and tax
bases of assets and liabilities from period to period.

NET INCOME PER SHARE

Net income per share is calculated on the basis of the
weighted average number of common shares outstanding,
including common stock equivalents, which were 4,071,384,
4,108,931, and, 4,125,141, for the years ended December 31,
1995, 1994, and 1993, respectively.

RECLASSIFICATIONS

Certain reclassifications have been made in the 1994 and 1993
financial statements to conform with the 1995 presentation.

2. INVESTMENT SECURITIES

Effective January 1, 1994, the Company adopted SFAS No. 115.
As of the date of adoption, the unrealized gain on securities
reclassified to the available-for-sale category, net of
taxes, was $554,000 and was reflected as a separate component
of stockholder s equity.

As a result of a FASB special report allowing a one-time
transfer of investment securities from the held-to-maturity
category, investment securities classified as held-to-
maturity with an amortized cost of $88,818,000 and net
unrealized gain of approximately $577,000, net of taxes, were
transferred to investment securities available-for-sale on
December 1, 1995.<PAGE>
The amortized cost, estimated fair value and gross unrealized
gains and losses in the Company's investment securities at
December 31, 1995 and 1994, are as follows (in thousands):

1995
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies $ 88,397 $ 229 $(488) $ 88,138

Obligations of states and political
subdivisions 30,393 1,195 (185) 31,403
Mortgage-backed securities 14,125 1 (95) 14,031
Other debt and equity securities 1,634 0 0 1,634
--------- ------- -------- ---------
$134,549 $ 1,425 $(768) $135,206
========= ======= ======== ========
<CAPTION>
1994
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------

Held-to-maturity:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies $ 75,425 $ 9 $(3,281) $ 72,153

Obligations of states and political
subdivisions 27,391 439 (1,164) 26,666
Mortgage-backed securities 4,670 0 (366) 4,304
--------- ------- -------- ---------
$107,486 $ 448 $(4,811) $103,123
========= ====== ======= ========

Available-for-sale:
U.S. Treasury securities and obligations
of U.S. government corporations and
agencies $33,100 $ 48 $(1,357) $ 31,791

Other debt and equity securities 1,617 0 0 1,617
--------- ------- -------- ---------
$34,717 $ 48 $(1,357) $ 33,408
========= ====== ======= ========
</TABLE>
The amortized cost and estimated fair value of debt securities at
December 31, 1995, by date of contractual maturity, are shown below
(in thousands). Expected maturities may differ from contractual
maturities because some borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<PAGE>
<TABLE>
<CAPTION>
Estimated
Amortized Fair
Cost Value
--------- ---------
<S> <C> <C>
Due in one year or less $ 27,389 $ 27,328
Due after one year through five years 67,643 67,736
Due after five years through ten years 16,915 17,431
Due after ten years 6,843 7,046
--------- --------
118,790 119,541
Mortgage-backed securities 14,125 14,031
Other debt and equity securities 1,634 1,634
--------- --------
$134,549 $135,206
========= ========
</TABLE>
Mortgage-backed securities mature monthly through the year 2005.

Proceeds from sales of investments in debt securities during 1995,
1994, and 1993, were $13,610,000, $12,072,000, and $4,263,000,
respectively. Gross gains of approximately $23,000, $324,000, and
$69,000, and gross losses of approximately $13,000, $0, and $0 were
realized on such sales and calls in 1995, 1994, and 1993,
respectively.

Securities with a carrying value of $79,794,000 and $61,251,000 were
pledged to secure various deposits and securities sold under
agreements to repurchase at December 31, 1995 and 1994, respectively.

3. PREMISES AND EQUIPMENT

A summary of the carrying value of premises and equipment at
December 31, 1995 and 1994, is as follows (in thousands):

<TABLE>
<CAPTION>
1995 1994
-------- ---------
<S> <C> <C>
Land and land improvements $ 5,548 $ 5,606
Premises and improvements 12,966 13,037
Furniture, fixtures and equipment 5,619 7,607
Leasehold improvements 16 39
Equipment under capital lease 980 1,579
Construction in progress 101 251
-------- --------
25,230 28,119

Accumulated depreciation (8,003) (11,000)
-------- --------
$17,227 $17,119
======== ========
</TABLE>

The charge for depreciation included in net occupancy expense
in the accompanying consolidated statements of income was
$1,674,000, $1,365,000, and $1,153,000, in 1995, 1994, and
1993, respectively.
<PAGE>
During 1995, the Company began leasing certain computer
equipment under five-year noncancellable leases expiring in
2000. The assets acquired under the lease agreements have
been capitalized in the accompanying consolidated balance
sheets using an interest rate of approximately 7%, and the
related capital lease obligation is reflected in the
accompanying consolidated balance sheets based upon the
present value of the future minimum lease payments.
Amortization expense of these assets under capital lease was
$163,000 during 1995, and is included in net occupancy
expense in the accompanying consolidated statements of
income.

Future minimum lease payments for assets under capital lease
and the present value of minimum lease payments at
December 31, 1995, are as follows (in thousands):

1996 $ 239
1997 239
1998 239
1999 239
2000 and thereafter 51
-------
Total minimum lease payments 1,007
Less amount representing interest (163)
-------
Present value of minimum lease payments $ 844
=======

The net book value of assets under capital lease at December 31,
1995 was approximately $817,000.

4. CAPITAL LEASE ABANDONMENT

In August 1995, the Company recognized as other noninterest
income $236,000 related to the abandonment of assets under
capital lease and the related lease obligation. At the date
of abandonment the assets had a net book value of $338,000
with a related lease obligation of $574,000.

The Company is currently considering legal action against the
lessor of the equipment for damages that the Company and its
legal counsel believe to have been incurred due to
deficiencies in the products, services, and conduct of the
lessor. In the opinion of management, the ultimate
resolution of these potential claims will not have an adverse
effect on the Company's financial position.

Prior to writeoff the assets were capitalized in the
accompanying balance sheets, and the related capital lease
obligation was reflected based upon the present value of the
future minimum lease payments discounted at a rate of
interest of approximately 7%. Amortization expense of these
assets was $186,000, $320,000, and $320,000 during 1995,
1994, and 1993, respectively, and is included in net
occupancy expense in the accompanying consolidated statements
of income.
<PAGE>
5. LOANS AND RESERVE FOR LOAN LOSSES

At December 31, 1995 and 1994, the Company's loan portfolio
consists of the following (in thousands):

<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Real estate loans $137,244 $139,254
Commercial loans 53,989 51,149
Consumer loans 40,595 34,856
Other loans 14,362 9,805
-------- --------
Total loans 246,190 235,064

Less:
Unearned discount (387) (654)
Reserve for loan losses (6,614) (6,566)
-------- --------
$239,189 $227,844
======== ========
</TABLE>

Total nonaccrual and restructured loans at December 31, 1995
and 1994, were $559,000 and $1,456,000, respectively. The
gross amount of interest income that would have been recorded
in 1995, 1994, and 1993 on nonaccrual and restructured loans
at December 31 of each year, if all such loans had been
accruing interest at the contractual rate, was $81,000,
$63,000, and $197,000, respectively, while interest income
actually recognized was $115,000, $30,000, and $173,000,
respectively.

SFAS No. 114 "Accounting by Creditors for Impairment of a
Loan," and SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan-Income Recognition and Disclosures,"
were adopted as of January 1, 1995. At December 31, 1995,
the recorded investment in impaired loans and the related
valuation allowance were as follows:

Recorded Valuation
Investment Allowance
---------- ---------
Impaired loans-
Valuation allowance required $507,000 $39,000
======== =======

This valuation allowance is included in the reserve for loan
losses on the balance sheet.

Interest payments received on impaired loans are recorded as
interest income unless collection of the remaining recorded
investment is doubtful at which time payments received are
recorded as reductions of principal.
<PAGE>
A summary of transactions in the reserve for loan losses for
the years ended December 31, 1995, 1994, and 1993, is as
follows (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Balance, beginning of year $6,566 $6,668 $5,236
Provision for loan losses 0 (600) 1,350
Recoveries of loans charged off 1,254 1,019 1,917
Loans charged off (1,206) (521) (1,835)
------ ------ ------
Balance, end of year $6,614 $6,566 $6,668
====== ====== ======

Net recoveries $ (48) $ (498) $ (82)
====== ====== ======
</TABLE>
6. STOCK PLANS

INCENTIVE STOCK OPTION PLANS

The Company has in place incentive stock option plans for
officers under which 200,000 shares of common stock are
authorized for grant. Options granted are at no less than
the fair market value of a share of stock on the grant date.
These plans allow for the exercise of granted options
beginning five years after the grant date. Options not
exercised expire ten years after the grant date.

A summary of the changes in common stock options during 1995
and 1994 is as follows:

<TABLE>
<CAPTION>
Number Exercise
of Exercisable Price Per
Options Options Share
------- ---------- --------
<S> <C> <C> <C>

Outstanding at December 31, 1992 170,000 0 $12.00
Granted 13,750 $13.50
Canceled (10,000) $13.50
------- --------- -------------
Outstanding at December 31, 1993 173,750 0 $12.00-$13.50

Granted 18,750 $16.25
Options which became exercisable 161,250 $12.00-$16.25
Canceled (16,250) (16,250) $12.00-$13.50
------- --------- -------------

Outstanding at December 31, 1994 176,250 145,000 $12.00-$16.25

Options which became exercisable 3,750 $16.25
Exercised (6,250) (6,250) $12.00
------- --------- -------------
Outstanding at December 31, 1995 170,000 142,500 $12.00-$16.25
======= ========= =============
</TABLE>
<PAGE>
RESTRICTED STOCK PLAN

In December 1994, the board of directors approved the
Hardwick Holding Company Restricted Stock Award Agreement
(the Agreement ). The Agreement provides for the award of
up to an aggregate of 120,000 shares of the Company s common
stock to certain key employees. The number of shares awarded
annually is dependent upon the Company s profitability.
Participants under the Agreement are entitled to cash
dividends and to vote their respective shares. Restrictions
generally limit the sale or transfer of the shares and expire
ten years from the award date.

During 1995, 15,000 shares of restricted stock were awarded
to key employees. The Company recorded deferred compensation
of approximately $244,000 based on the estimated market price
at the award date. Deferred compensation is being amortized
over the vesting period of ten years. The Company recognized
approximately $21,000 in compensation expense related to
restricted stock awards in 1995.

7. EMPLOYEE BENEFIT PLANS

The Company has established a contributory defined
contribution plan (the "Plan") which covers substantially all
salaried employees. Employees have the option to contribute
up to 6% of their annual salaries to the Plan. The Company
matches 50% of employee contributions. The Company makes a
discretionary contribution based upon 4% of a qualifying
employee's base salary, as defined under the Plan. The
Company's discretionary and matching contributions to the
Plan were $351,000, $340,000, and $324,000 in 1995, 1994, and
1993, respectively. The assets of the Plan (market value--
$6,497,000) are maintained by the Trust Department of HBT.

8. INCOME TAXES

The components of the provision for income taxes in 1995,
1994, and 1993, are as follows (in thousands):

1995 1994 1993
------ ------ ----
<S> <C> <C> <C>
Current provision $ 640 $1,052 $830
Deferred provision 364 300 20
------ ------ ----
Provision for income taxes $1,004 $1,352 $850
====== ====== ====
</TABLE>
Effective January 1, 1993, the Company adopted SFAS No. 109,
which requires the use of the liability method of accounting
for income taxes. The Company recorded the effect of
adoption as a cumulative effect of a change in accounting
principle. The cumulative effect on prior years of this
change in accounting principle increased 1993 net income by
$583,000, or $0.14 per share, and is reported separately in
the consolidated statements of income.
<PAGE>
The components of the net deferred tax asset at December 31,
1995 and 1994 are as follows (in thousands):

<TABLE>
<CAPTION>
1995 1994
------ ------
<S> <C> <C>
Deferred tax assets related to:
Allowance for loan losses $1,595 $1,595
Unrealized loss on securities available-for-sale 0 450
Net operating loss carryforwards acquired 0 39
Other 94 65
------- ------
Total deferred tax assets 1,689 2,149
------- ------

Deferred tax liabilities related to:
Excess of tax over book basis of premises
and equipment (1,199) (787)
Unrealized gain on securities available-for-sale (236) 0
Other (51) (156)
------- ------
Total deferred tax liabilities (1,486) (943)
------- ------
Net deferred tax asset $ 203 $1,206
======= ======
</TABLE>
The provision for income taxes shown in the accompanying
consolidated statements of income is less than the amount
computed by multiplying income before provision for income
taxes by the statutory federal income tax rate. A
reconciliation of this difference is as follows (in
thousands):
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Income taxes at statutory rate $1,430 $1,735 $1,196
Increase (decrease) resulting from tax effects of:
Tax exempt interest, net of disallowance (611) (628) (570)
Amortization of excess of cost over fair
value of subsidiaries acquired 213 213 213
Other, net (28) 32 11
------ ------ ------
Provision for income taxes $1,004 $1,352 $ 850
====== ====== ======
</TABLE>
<PAGE>
9. NOTE PAYABLE TO BANK AND OTHER BORROWED FUNDS

The Company maintains a $1,000,000 unsecured line of credit with a
bank of which $250,000 has been advanced at December 31, 1995 and
bears interest at LIBOR plus 1%. At December 31, 1995, the weighted
average interest rate charged on the advances was 6.94%. All amounts
outstanding under the line of credit are due September 1996.
FNB maintains a long-term advance agreement with the Federal Home
Loan Bank of Atlanta. Under this agreement, the bank can borrow up
to $7,250,000. At December 31, 1995, the total amount outstanding
under this agreement was $381,000 bearing a fixed rate of interest of
8.08% and due on January 25, 2001. The advances are collateralized
by a blanket pledge of FNB's entire portfolio of loans secured by 1 -
4 unit residential property. At December 31, 1995, these loans
totaled $26,483,000.

10. LIMITATION ON SUBSIDIARY DIVIDENDS

Substantially all of HHC's retained earnings are
undistributed earnings of its banking subsidiaries, which are
restricted as to payment to HHC by various regulations
administered by bank regulatory authorities. For state
banks, such as HBT, the limitation on dividends payable is
equal to 50% of the preceding year's net income. For
national banks, such as FNB, the limitation on dividends
payable is equal to net income in the current year combined
with its retained net income of the preceding two years.

In 1995, 1994, and 1993, HBT paid dividends to HHC of
$1,500,000, $1,500,000, and $1,300,000, respectively. In
1995, 1994 and 1993, FNB paid dividends to HHC of $750,000,
$0, and $0, respectively. Under the applicable regulations,
at December 31, 1995, HBT and FNB could have paid additional
dividends to HHC of $38,000 and $2,613,000 respectively
without regulatory approval. Additionally, HBT can pay
dividends of approximately $1,454,000 in 1996 based on its
1995 net income. The amount of dividends that FNB can pay in
1996 will be dependent primarily on its 1996 net income.

Dividends received by HHC from HBT and FNB are available for
use to service debt obligations, pay other expenses and
distribute as dividends to stockholders of HHC.

11. RELATED-PARTY TRANSACTIONS

In the normal course of business, HHC's subsidiary banks have
granted loans to the Company's executive officers and
directors. Loans to executive officers and directors and
their related interest outstanding at December 31, 1995 and
1994, are made on substantially the same terms, including
interest rates and collateral, as those prevailing at the
time for comparable transactions with unrelated persons and
do not involve more than normal risk of collectibility.
Outstanding loans to executive officers and directors, as
well as entities in which the executive officers and
directors have a financial interest, were $5,394,000 and
$4,149,000 and at December 31, 1995 and 1994, respectively.

<PAGE>
The following table summarizes the change in these amounts
(in thousands):

1995 1994
------ ------
Balance at beginning of year $4,149 $4,550
New loans 5,610 1,393
Repayments (4,365) (1,794)
------ ------
Balance at end of year $5,394 $4,149
====== ======

12. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND CONCENTRATIONS
OF CREDIT

The Company is a participant in financial instruments with
off-balance-sheet risk. These instruments are entered into
in the normal course of business to meet the financing needs
of the Company's customers and to reduce the Company's own
exposure to fluctuations in interest rates. These financial
instruments include commitments to extend credit and standby
letters of credit. These instruments involve, to varying
degrees, elements of credit and interest rate risk in excess
of the amount recognized in the accompanying consolidated
balance sheets. The contract amounts of these instruments
reflect the extent of involvement the Company has in
particular classes of financial instruments.

The Company's exposure to credit loss in the event of
nonperformance by the counterparty to the financial
instrument for commitments to extend credit and standby
letters of credit is represented by the contractual amount of
these instruments. The Company uses the same credit and
collateral policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.

The Company grants various types of loans and financial
instruments to customers within its respective market areas
(primarily Northwest Georgia). Although the Company has a
diversified loan portfolio, a significant portion of the
Company's loans originate from customers that are directly or
indirectly related to the carpet industry. Notably,
approximately 40% of the workforce in the Company's market
area is employed by companies directly related to the carpet
industry. Adverse economic trends in the carpet industry
could impair these customers' ability to repay their
obligations and result unfavorably on the results of
operations of the Company.

Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have
fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are
expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash
requirements. Total commitments to extend credit at
December 31, 1995 and 1994 were $52,888,000 and $41,666,000,
respectively. The Company evaluates each customer's
<PAGE>
creditworthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary, upon extension of
credit is based on management's credit evaluation of the
customers. Collateral held varies but may include accounts
receivable, inventory, property, plant and equipment,
residential real estate, and income-producing commercial
properties.

Standby letters of credit are conditional commitments issued
by the Company to guarantee the performance of a customer to
a third party. Those guarantees are primarily issued to
support public and private borrowing arrangements, including
commercial paper, bond financing and similar transactions.
The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loan
facilities to customers. The collateral varies but may
include accounts receivable, inventory, property, plant and
equipment and residential real estate for those commitments
for which collateral is deemed necessary. The Company had
$1,192,000 and $1,355,000 in irrevocable standby letters of
credit outstanding at December 31, 1995 and 1994,
respectively.

13. REGULATORY REQUIREMENTS

The Federal Reserve Board requires that member banks maintain
reserves based on their average deposits in the form of vault
cash and average deposit balances at the Federal Reserve
Banks. For the year ended December 31, 1995, the Company's
aggregate reserve requirement averaged approximately
$3,711,000.

The Company is also required to maintain minimum amounts of
capital to total "risk weighted" assets, as defined by the
banking regulators. The following table summarized the
Company's regulatory capital position at December 31, 1995
(unaudited):
<TABLE>
<CAPTION>
Minimum
Ratio Requirement
------ -----------
<S> <C> <C>
Tier 1 capital ratio 13.53% 4.00%

Total capital ratio 14.79% 8.00%

Leverage ratio 9.44% 3.00%
</TABLE>

14. FAIR VALUES OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and fair
values of the Company's financial instruments at December 31,
1995 and 1994 (in thousands):

<PAGE>
<TABLE>
<CAPTION>
1995 1994
----------------------- -----------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------- ----- ------- ------
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $ 42,271 $ 42,271 $ 29,221 $ 29,221
Investment securities, held-to-
maturity 0 0 107,486 103,123
Investment securities, available-
for-sale 135,206 135,206 33,408 33,408
Loans 239,189 239,572 227,844 224,285
Accrued interest receivable 3,674 3,674 3,944 3,944

Financial liabilities:
Deposits 389,951 389,452 360,515 359,657
Securities sold under agreements to
repurchase 3,536 3,536 20,516 20,516
Note payable to bank 250 250 750 743
Accrued interest payable 2,078 2,078 1,225 1,225
Other borrowed funds 381 410 0 0
</TABLE>

The following methods and assumptions were used by the Company in
estimating fair values of financial instruments:

- Cash and cash equivalents are valued at their carrying amounts
reported in the balance sheets, which are reasonable estimates of
fair value due to the relatively short period to maturity of these
instruments.

- Investment securities held-to-maturity and available-for-sale are
valued at quoted market prices where available. If quoted market
prices are not available, fair values are based on quoted market
prices of comparable instruments.

- Loans are valued on the basis of estimated cash flows discounted
using the current rates at which similar loans would be made to
borrowers with similar credit ratings and for the same remaining
maturities. The carrying amount of accrued interest payable
approximates its fair value.

- Deposit liabilities with no defined maturity such as demand
deposits, savings accounts, NOW and money market deposits have a
fair value equal to the amount payable on demand which is equal to
their respective carrying amounts. Fair values of certificates of
deposit are estimated using a discounted cash flow calculation using
the rates currently offered for deposits of similar remaining
maturities. The intangible value of long-term relationships with
depositors is not taken into account in estimating the fair value
disclosed. The carrying amount of accrued interest payable
approximates its fair value.

- Securities sold under agreements to repurchase are valued at
their carrying amounts reported in the balance sheets, which are
reasonable estimates of fair value due to the relatively short
period to maturity of these instruments

- Fair values of note payable to bank and other borrowed funds are
estimated using discounted cash flow analysis using the Company's
current incremental borrowing rates for similar types of
instruments.<PAGE>
- Off-balance sheet instruments include commitments to extend
credit and standby letters of credit. The fair value of such
instruments is based on fees currently charged for similar
arrangements in the market-place, adjusted for changes in terms and
credit risk as appropriate. The carrying value of unamortized fees
and hence the fair values of the related commitments were not
considered significant as of December 31, 1995 and 1994.

15. HARDWICK HOLDING COMPANY (PARENT COMPANY ONLY) FINANCIAL INFORMATION

Hardwick Holding Company (Parent Company Only)

Balance Sheets--December 31, 1995 and 1994

(Dollars In Thousands)

<TABLE>
<CAPTION>
Assets

1995 1994
-------- --------
<S> <C> <C>
Cash on deposit in subsidiary bank $ 121 $ 21
Premises and equipment, net 101 110
Investment in subsidiaries:
Banking subsidiaries 46,644 43,790
Nonbanking subsidiary 140 114
Other assets 441 303
------- -------
Total assets $47,447 $44,338

Liabilities and Stockholders' Equity

Accounts payable and accrued liabilities $ 367 $ 208
Note payable to bank 250 750
------- -------
Total liabilities 617 958
------- -------
Stockholders' equity:
Common stock, $.50 par value, 10,000,000 shares authorized,
4,125,141 shares issued; 4,066,478 and 4,060,278 shares
outstanding at December 31, 1995 and 1994, respectively 2,063 2,063

Additional paid-in capital 20,233 20,251
Retained earnings 25,284 22,959
Unrealized gain (loss) on securities available-for-sale, net
of taxes, held by banking subsidiaries 421 (859)
Treasury stock, at cost, 58,663 and 64,863 shares at
December 31, 1995 and 1994, respectively (948) (1,034)
Deferred compensation (223) 0
------- -------
Total stockholders' equity 46,830 43,380
------- -------
Total liabilities and stockholders' equity $47,447 $44,338
======= =======
</TABLE>
<PAGE>
Hardwick Holding Company (Parent Company Only)

Statements of Income

For the Years Ended December 31, 1995, 1994 and 1993

(In Thousands)
<TABLE>
<CAPTION>

1995 1994 1993
------- ------ ------
<S> <C> <C> <C>
Operating income:
Interest on deposits in subsidiary bank $ 12 $ 9 $ 8
Dividends from banking subsidiaries 2,250 1,500 1,300
Consulting fees from subsidiaries 586 523 525
------- ------- ------
Total operating income 2,848 2,032 1,833
------- ------- ------
Operating expense:
Interest on note payable to bank 48 11 0
Net occupancy expense 84 97 101
Other operating expense 1,496 1,207 1,132
------- ------- ------
Total operating expense 1,628 1,315 1,233
------- ------- ------
Income before income tax benefit and equity
in undistributed earnings of subsidiaries 1,220 717 600
Income tax benefit 301 233 205
------- ------- ------
Income before equity in undistributed earnings of
subsidiaries 1,521 950 805
Equity in undistributed earnings of subsidiaries 1,702 2,801 2,447
------- ------- ------
Net income $3,223 $3,751 $3,252
======= ======= ======
</TABLE>
<PAGE>
Hardwick Holding Company (Parent Company Only)

Statements of Cash Flows

For the Years Ended December 31, 1995, 1994 and 1993

(In Thousands)
<TABLE>
<CAPTION>
1995 1994 1993
------- ------ -----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $3,223 $3,751 $3,252
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in undistributed earnings of earnings of
subsidiaries (1,702) (2,801) (2,447)
Provision for depreciation and amortization 155 126 128
Loss on disposal of premises and equipment 9 0 0
Increase in other assets (138) (43) (146)
Increase (decrease) in accounts payable and accrued
liabilities 159 (7) (21)
------- ------ ------
Net cash provided by operating activities 1,706 1,026 766

Cash flows from investing activity:
Purchases of premises and equipment (32) (43) (36)
------- ------ ------
Net cash used in investing activity (32) (43) (36)

Cash flows from financing activities:
Proceeds from note payable to bank 0 750 0
Payments on note payable to bank (500) 0 0
Cash dividends on common stock (898) (823) (742)
Purchase of treasury stock (251) (1,034) 0
Proceeds from sale of treasury stock 75 0 0
------- ------ ------
Net cash used in financing activities (1,574) (1,107) (742)
------- ------ ------
Net increase (decrease) in cash 100 (124) (12)
------- ------ ------
Cash, beginning of year 21 145 157
------- ------ ------
Cash, end of year $ 121 $ 21 $ 145
======= ====== ======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 48 $ 11 $ 0
======= ====== ======

Income taxes received from subsidiaries $ 1,080 $1,407 $1,128
Income taxes paid by parent company 1,080 1,255 1,020
------- ------ ------

Net income taxes received by parent company $ 0 $ 152 $ 108
======= ====== ======
</TABLE>
<PAGE>
HARDWICK HOLDING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
Assets (unaudited)
------------- ------------
<S> <C> <C>
Cash and due from banks $ 21,253 $ 31,171
Federal funds sold 13,300 11,100
---------- ---------
Total cash and cash equivalents 34,553 42,271
Investment securities, available-for-sale 109,043 135,206
Loans, net 265,563 239,189
Premises and equipment, net 15,421 16,410
Assets under capital lease, net 663 817
Accrued interest receivable 3,654 3,674
Excess of cost over fair value of
subsidiaries acquired, net of amortization 5,499 5,961
Other assets 2,067 1,289
---------- --------
Total assets $ 436,463 $ 444,817
========== ========
Liabilities and Stockholders' Equity

Deposits-

Noninterest-bearing $ 85,080 $ 84,104
Interest-bearing 296,244 305,847
--------- ---------
Total deposits 381,324 389,951
Fed funds purchased and securities sold under agreements to repurchase 2,261 3,536
Other borrowed funds 325 381
Note payable to bank 1,100 250
Capital lease obligation 713 844
Other liabilities 4,227 3,025
--------- ---------
Total liabilities 389,950 397,987
--------- ---------
Commitments and contingencies (Notes 2 and 4)
Stockholders' equity-
Common stock, $.50 par value, 10,000,000 shares authorized,
4,125,141 shares issued; 4,005,914 and 4,069,078 shares
outstanding at September 30,1996 and December 31,1995, respectively 2,063 2,063
Additional paid-in capital 20,233 20,233
Retained earnings 27,173 25,284
Unrealized losses on securities available-for-sale (595) 421
Less treasury stock, at cost, 119,227 and 56,063 shares at September 30,
1996 and December 31, 1995, respectively
Less deferred compensation from restricted stock plan (205) (223)
--------- ---------
Total stockholders' equity 46,513 46,830
--------- ---------
Total liabilities and stockholders' equity $ 436,463 $ 444,817
========= ========
</TABLE>
(See notes to consolidated financial statements.)
<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended
--------------------------------
September 30, September 30,
INTEREST INCOME: 1996 1995
------------- -------------
<S> <C> <C>
Interest and fees on loans $ 6,324 $ 6,120
Interest on investment securities-
Taxable 1,254 1,378
Nontaxable 387 375
Interest on fed funds sold 117 134
Total interest income 8,082 8,007

INTEREST EXPENSE:
Interest on deposits 3,185 3,248
Interest on securities sold under agreements to repurchase 28 94
Interest on other borrowed funds 8 57
Interest on note payable and capital lease obligations 32 28
Total interest expense 3,253 3,427

NET INTEREST INCOME BEFORE PROVISION FOR LOAN
LOAN LOSSES 4,829 4,580
PROVISION FOR LOAN LOSSES 150 0
NET INTEREST INCOME 4,679 4,580
NONINTEREST INCOME:
Service charges on deposit accounts 574 590
Securities gains (losses), net (2) 2
Other noninterest income 392 550
Total noninterest income 964 1,142

NONINTEREST EXPENSE:
Salaries and employee benefits 1,988 2,135
Net occupancy expense 852 881
Other noninterest expense 1,465 1,726
Total noninterest expense 4,305 4,742

INCOME BEFORE PROVISION FOR INCOME TAXES 1,338 980
PROVISION FOR INCOME TAXES 416 204
NET INCOME $ 922 $ 776
NET INCOME PER SHARE $ 0.23 $ 0.19
</TABLE>

(See notes to consolidated financial statements.)

<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Nine Months Ended
--------------------------------
September 30, September 30,
1996 1995
--------------------------------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 18,383 $ 17,688
Interest on investment securities-
Taxable 3,960 4,197
Nontaxable 1,219 1,169
Interest on fed funds sold 310 354
-------- --------
Total interest income 23,872 23,408
-------- --------
INTEREST EXPENSE:
Interest on deposits 9,613 8,754
Interest on securities sold under agreements to repurchase 90 634
Interest on other borrowed funds 23 164
Interest on note payable and capital lease obligations 73 93
-------- --------
Total interest expense 9,799 9,645
-------- --------
NET INTEREST INCOME BEFORE PROVISION FOR LOAN
LOAN LOSSES 14,073 13,763
PROVISION FOR LOAN LOSSES 225 0
-------- --------
NET INTEREST INCOME 13,848 13,763
-------- --------
NONINTEREST INCOME:
Service charges on deposit accounts 1,718 1,811
Securities gains, net 8 7
Other noninterest income 1,355 1,260
-------- --------
Total noninterest income 3,081 3,078

NONINTEREST EXPENSE:
Salaries and employee benefits 6,003 6,500
Net occupancy expense 2,538 2,730
Other noninterest expense 4,286 4,481
-------- --------
Total noninterest expense 12,827 13,711
-------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES 4,102 3,130
PROVISION FOR INCOME TAXES 1,246 740
-------- --------
NET INCOME $ 2,856 $ 2,390
======== ========

NET INCOME PER SHARE $ 0.71 $ .59
</TABLE>

(See notes to consolidated financial statements.)5
<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
For the Nine Months
Ended
September 30,
1996 1995
--------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,856 $ 2,390
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses 225 0
Provision for depreciation and amortization 1,832 1,822
Loss on disposition of premises and equipment 2 76
Accretion of investment security discounts 100 (20)
Deferred income tax provision 43 0
Securities (gains), net (8) (7)
Decrease in accrued interest receivable 20 93
(Increase) Decrease in other assets (487) 257
Increase in other liabilities 1,202 1,725
------- -------
Net cash provided by operating activities 5,785 6,336
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of investment securities available-for-sale 25,417 500
Proceeds from maturities of investment securities held-to-maturity 0 15,979
Proceeds from sales of investment securities available-for-sale 21,043 9,858
Purchases of investment securities available-for-sale (21,948) (12,007)
Purchases of investment securities held-to-maturity 0 (2,173)
Net cash flows from loans originated and principal collected on loans (26,374) (12,517)
Proceeds from disposal of premises and equipment 46 0
Purchases of premises and equipment (514) (1,477)
------- -------
Net cash used in investing activities (2,330) (1,837)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in demand deposits, NOW accounts, and savings accounts (8,862) (4,842)
Net cash flows from sales and maturities of certificates of deposit 235 12,954
Net decrease in fed funds purchased and securities sold
under agreement to repurchase (1,275) (13,772)
(Decrease) increase in other borrowed funds (56) 1,400
Proceeds from note payable to bank 1,100 0
Payments on note payable to bank and capital lease obligations (381) (173)
Purchase of treasury stock, at cost (1,208) (204)
Proceeds from exercise of stock options 0 72
Payments of cash dividends (726) (653)
------- -------
Net cash used in financing activities $(11,173) $ (5,218)
------- -------
</TABLE>
<PAGE>
HARDWICK HOLDING COMPANY
& SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS-(Continued)
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
-------------------------
1996 1995
-------------------------
<S> <C> <C>
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS $ (7,718) $ (719)

CASH AND CASH EQUIVALENTS, beginning of period 42,271 29,221
-------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 34,553 $ 28,502
======== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for Interest $ 8,840 $ 8,198
======== ==========
Cash paid during the period for income taxes $ 1,020 $ 580
======== ==========
Noncash transactions during the period ended:

Transfer of premises and equipment to other assets $ 211 $ 0
======== ==========
Issuance of treasury stock for deferred compensation plan $ 0 $ 240
======== ==========
Addition to assets under capital leases financed by capital lease obligations $ 0 $ 980
======== ==========

Deduction from assets from abandonment of capital lease obligations $ $ 338
======== ==========

Transfer from loans to other real estate owned $ 0 $ 80
======== ==========
</TABLE>

(See notes to consolidated financial statements.)

<PAGE>
HARDWICK HOLDING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements
include the accounts of Hardwick Holding Company (HHC) and its
wholly owned subsidiaries, Hardwick Bank and Trust Company (HBT),
Hardwick Service Corporation (HSC), and First National Bank of
Northwest Georgia (FNBNWG), collectively referred to as the
"Company". All significant intercompany balances and
transactions have been eliminated.

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates,
although, in the opinion of management, such differences would
not be significant.

In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
(consisting only of normal recurring adjustments) necessary for
fair statement of the consolidated financial position and the
results of operations of the Company for the interim periods.
The results of operations for the nine month period ended
September 30, 1996 are not necessarily indicative of the results
which may be expected for the entire year.

(2) FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Company is a participant in financial instruments with off-
balance-sheet risk. These instruments are entered into in the
normal course of business to meet the financing needs of its
customers and to reduce the Company's own exposure to
fluctuations in interest rates. These financial instruments
include commitments to extend credit and standby letters of
credit. These instruments involve, to varying degrees, elements
of credit and interest rate risk in excess of the amount
recognized in the consolidated balance sheets. The contract
amounts of these instruments reflect the extent of involvement
the Company has in particular classes of financial instruments.

The Company's exposure to credit loss in the event of
nonperformance by the counterparty to the financial instrument
for commitments to extend credit and standby letters of credit is
represented by the contractual amount of these instruments. The
Company uses the same credit and collateral policies in making
commitments and conditional obligations as it does for on-
balance-sheet instruments.

HBT and FNBNWG grant various types of loans and financial
instruments to customers within their respective market areas
(primarily Northwest Georgia). Although the Company has a

<PAGE>
diversified loan portfolio, a significant portion of the
Company's loans originate from customers that are directly or
indirectly related to the carpet industry. Notably,
approximately 40% of the work force in the Company's market area
is employed by companies directly related to the carpet industry.
Adverse economic trends in the carpet industry could impair these
customers' ability to repay their obligations and result
unfavorably on the results of operations of the Company.

Commitments to extend credit are agreements to lend to a customer
as long as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration dates
or other termination clauses and may require payment of a fee.
Since many of the commitments are expected to expire without
being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. Total commitments to extend
credit at September 30, 1996, were approximately $63,648,000.
HBT and FNBNWG evaluate each customer's creditworthiness on a
case-by-case basis. The amount of collateral obtained, if deemed
necessary by HBT and FNBNWG, upon extension of credit is based on
management's credit evaluation of the customers. Collateral held
varies but may include accounts receivable, inventory, property,
plant and equipment, residential real estate, and income-
producing commercial properties.

Standby letters of credit are conditional commitments issued by
HBT and FNBNWG to guarantee the performance of a customer to a
third party. Those guarantees are primarily issued to support
public and private borrowing arrangements, including commercial
paper, bond financing and similar transactions. The credit risk
involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers. The
collateral varies but may include accounts receivable, inventory,
property, plant and equipment and residential real estate for
those commitments for which collateral is deemed necessary. The
Company had irrevocable standby letters of credit of
approximately $1,390,000 outstanding at September 30, 1996.

(3) LONG-LIVED ASSETS

Effective January 1, 1996, the Company adopted Statements of
Accounting Standards No. 121 (FAS 121) Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of. The adoption of this standard did not have a
significant impact on the financial condition or results of
operations of the Company.

(4) CONTINGENCIES

The Company is involved in litigation and other legal proceedings
arising in the course of its normal business activities.
Although the ultimate outcome of these matters cannot be
determined at this time, it is the opinion of management that
none of these matters, when resolved, will have a significant
effect on the Company's financial condition or results of
operations.

<PAGE>
(5) EARNINGS PER SHARE

Earnings per share is calculated on the basis of weighted average
number of shares outstanding, which was 4,048,172 for the nine
month period ended September 30, 1996 and 4,072,513 for the nine
month period ended September 30, 1995.

<PAGE>

Exhibit (a)(2)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
DALTON, GEORGIA TIME, ON MARCH 15, 1997, UNLESS EXTENDED.

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
HARDWICK HOLDING COMPANY

Pursuant to Hardwick Holding Company's Offer to Purchase
Dated December 5, 1996

TO: Hardwick Holding Company
One Hardwick Square
P.O. Box 1367
Dalton, Georgia 30722-1367
Attention: Michael Robinson

Delivery of this Letter of Transmittal to an address other
than as set forth above, or transmission via facsimile, does not
constitute a valid delivery. The instructions contained herein
should be read carefully before this Letter of Transmittal is
completed.

The undersigned acknowledges receipt of the Offer to
Purchase dated December 5, 1996 (the "Offer to Purchase") of
Hardwick Holding Company (the "Company"), and this Letter of
Transmittal which collectively constitute the Company's offer
(the "Tender Offer") to purchase up to 25,575 shares of Common
Stock, par value $.50 per share, of the Company (the "Shares").

Capitalized terms used but not defined herein have the
meaning given them in the Offer to Purchase.

The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action he or she desires to
take with respect to the Tender Offer.

PLEASE READ THIS ENTIRE LETTER
CAREFULLY BEFORE CHECKING ANY BOX BELOW

TO BE COMPLETED BY ALL TENDERING HOLDERS
OF SHARES REGARDLESS OF WHETHER
SUCH SHARES ARE BEING PHYSICALLY DELIVERED HEREWITH

<PAGE>
List below the Shares to which this Letter of Transmittal
relates. If the space provided below is inadequate, list the
certificate numbers and the number of shares on a separately
executed schedule and affix the schedule to this Letter of
Transmittal.
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
(See Instruction 3)
Name(s) and Address(es) of Registered Owner(s) Certificate(s) Tendered
(If necessary, please make corrections on the address label affixed (Attach additional list if necessary)
below)
- ------------------------------------------------------------------------------------------------------------------------
Certificate Total Number
Number(s) of Shares Number of
Represented by Shares
Certificate(s) Tendered**
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificates delivered to
the Company are being tendered (up to 100 shares). See Instruction 4.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

This Letter of Transmittal must be used whether verifications for
Shares are to be forwarded herewith, or whether guaranteed delivery
procedures are being used, according to the procedures set forth in
the Offer to Purchase under the caption "The Tender Offer --
Procedures For Tendering Shares of Company Common Stock." Your bank
or broker can assist you in completing this form. The instructions
included with this Letter of Transmittal must be followed. See
Instructions 2 and 5 below.

Holders of Shares who wish to tender and whose Shares are not
immediately available or who cannot deliver their Shares and all
other documents required hereby to the Company on or before the
Expiration Date must tender Shares according to the guaranteed
delivery procedures set forth in the Offer to Purchase under the
caption "The Tender Offer -- Procedures for Tendering Shares of
Company Common Stock." See Instruction 2 below.

____ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Owner(s):

Name of Institution that guaranteed delivery:

<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Hardwick Holding Company,
a Georgia corporation (the "Company"), the above-described shares
of the Company's Common Stock, par value $.50 per share (the
"Shares"), pursuant to the Company's offer to purchase Shares for
$20.00 per share (the "Purchase Price") as described in the
Company's Offer to Purchase dated December 5, 1996 (the "Offer to
Purchase"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together
with the Offer to Purchase, constitute the "Tender Offer").

Subject to, and effective upon, acceptance for purchase of
the Shares tendered herewith in accordance with the terms of the
Tender Offer, the undersigned hereby sells, assigns, and
transfers to, or upon the order of, the Company all right, title
and interest in and to all of the Shares that are being tendered
hereby (and any and all other Shares or other securities issued
or issuable in respect thereof on or after November 20, 1996) and
appoints the Company the true and lawful agent and attorney-in-
fact of the undersigned with respect to such Shares and any such
other Shares (or securities) with full power of substitution
(such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares (and any such other Shares or securities), together in any
such case with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, (b) present
such Shares (and any such other Shares or securities) for
transfer on the books of the Company and (c) receive all benefits
and otherwise exercise all rights of beneficial ownership of such
Shares (and any such other Shares or securities), all in
accordance with the terms of the Tender Offer.

The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby (and any and all Shares
or other securities issued or issuable in respect thereof on or
after November 20, 1996) and that when the same are accepted for
purchase by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and the same will
not be subject to any adverse claim. The undersigned, upon
request, will execute and deliver any additional documents deemed
by the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby (and any
and all Shares or other securities issued or issuable in respect
of such Shares on or after November 20, 1996). In addition, the
undersigned shall promptly remit and transfer to the Company any
and all other Shares or other securities (including rights)
issued to the undersigned on or after November 20, 1996 in
respect of the Shares tendered hereby, accompanied by appropriate
documentation of transfer, and, pending such remittance or
appropriate assurance thereof, the Company shall be entitled to
all rights and privileges as owner of any such other Shares or
other securities and may withhold all or part of the aggregate
Purchase Price therefor, as determined by the Company in its sole
discretion.
<PAGE>
All authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the
heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable. See "TERMS OF THE TENDER OFFER --
Withdrawal Rights" in the Offer to Purchase.

The undersigned understands that tenders of Shares pursuant
to any one of the procedures described in the Offer to Purchase
under the caption "The Tender Offer--Procedure for Tendering
Shares of Company Stock" and in the instructions hereto will
constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the
Tender Offer, including the tendering holder's representation and
warranty that (i) such holder owns the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such
shares complies with Rule 14e-4.

The undersigned recognizes that under certain circumstances
set forth in the Offer to Purchase, the Company may not be
required to purchase any of the Shares tendered hereby or may
accept for purchase, pro rata with Shares tendered by other
shareholders, fewer than all the Shares tendered hereby. Unless
otherwise indicated below under "Special Delivery Instructions,"
please mail the check representing the Purchase Price for the
Shares tendered herewith and/or any Shares not tendered or not
accepted for purchase (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned's signature. Similarly, unless otherwise indicated
below under "Special Issuance Instructions," please issue such
check and/or any Shares not tendered or not accepted for purchase
in the name of the undersigned and mail such check and/or Shares
to the undersigned at the address shown below the undersigned's
signature. In the event that both the Special Delivery
Instructions and the Special Issuance Instructions are completed,
please issue the check representing the Purchase Price and/or any
Shares not tendered or not accepted for purchase in the name of,
and deliver said check and/or Shares to, the person or persons so
indicated. The undersigned recognizes that the Company has no
obligation pursuant to the Special Issuance Instructions to
transfer any Shares from the name of the registered holder
thereof if the Company does not accept for purchase any of the
Shares so tendered.

<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee on this
Letter of Transmittal is required (i) if the Letter of
Transmittal is signed by the registered holder of the Shares
tendered herewith, unless such holder has completed either the
box entitled "Special Delivery Instructions" or the box entitled
"Special Issuance Instructions" on the reverse hereof or (ii) if
such Shares are tendered for the account of a firm which is a
member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. or by a
commercial bank or trust company having an office or
correspondent in the United States (collectively, "Eligible
Institutions"). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This
Letter of Transmittal is to be completed by shareholders if
certificates are to be forwarded herewith. Certificates for all
physically tendered Shares, as well as a properly completed and
duly executed Letter of Transmittal or facsimile thereof with any
required signature guarantees and any other documents required by
this Letter of Transmittal, must be received by the Company at
its address set forth above on or prior to the Expiration Date
(as defined in the Offer to Purchase). Shareholders whose
certificates are not immediately available or who cannot deliver
their certificates and all other required documents to the
Company on or prior to the desired date of tender may tender
their Shares by properly completing and duly executing the Notice
of Guaranteed Delivery pursuant to the guaranteed delivery
procedure set forth in the Offer to Purchase under the caption
"The Tender Offer--Procedures for Tendering Shares of Company
Stock." Pursuant to such procedure, (i) such tender must be made
by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery substantially in
the form provided by the Company must be received by the Company
on or prior to the desired date of tender and (iii) the
certificates for all physically tendered Shares together with a
properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any required signature guaranteed and any
other documents required by this Letter of Transmittal must be
received by the Company within two New York Stock Exchange
trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in the Offer to Purchase
under the caption "The Tender Offer--Procedures for Tendering
Shares of Company Stock."

THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED, AND ENOUGH
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be
accepted and no fractional Shares will be accepted for purchase.
All tendering shareholders, by execution of this Letter of
Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for purchase.
<PAGE>
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.

4. PARTIAL TENDERS. If fewer than all the Shares evidenced by
any certificate submitted are to be tendered, fill in the number
of Shares which are to be tendered in the box entitled "Number of
Shares Tendered." In such case, new certificate(s) for the
remainder of the shares that were evidenced by old certificate(s)
will be sent to the registered holder, unless otherwise provided
in the appropriate box on this Letter of Transmittal, as soon as
practicable after the Expiration Date. Tendering shareholders
must tender all Shares owned by them; provided, however, that the
Company will not purchase more than 100 Shares from any one
shareholder. All Shares represented by certificates delivered to
the Company (up to 100 Shares) will be deemed to have been
tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered owner of the Shares tendered hereby, the signature
must correspond with the name as written on the face of the
certificate(s) without alteration, enlargement or any change
whatsoever.

If any of the Shares tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter
of Transmittal.

If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are
different registrations of certificates.

If this Letter of Transmittal or any certificates or stock
powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons
should so indicate when signing, and proper evidence satisfactory
to the Company of their authority to act must be submitted.

When this Letter of Transmittal is signed by the registered
owner(s) of the Shares listed and transmitted hereby, no
endorsements of certificates or separate stock powers are
required unless the check or certificates for Shares not tendered
or not accepted for purchase are to be issued in the name of a
person other than the registered owner(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible
Institution.

If this Letter of Transmittal is signed by a person other
than the registered owner(s) of the certificates listed, the
certificates must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name or names of the
registered owner or owners appear on the certificates.
Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
<PAGE>
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the check
and certificates comprising Shares not tendered or accepted for
purchase are to be (i) issued in the name of a person other than
the person(s) signing this Letter of Transmittal or (ii) sent to
someone other than the person(s) signing this Letter of
Transmittal or to such person(s) at an address other than that
shown under that person's signature(s) on the reverse hereof, the
appropriate boxes on this Letter of Transmittal should be
completed.

7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance may be directed to, or additional copies of the Offer
to Purchase and this Letter of Transmittal may be obtained from
the Company at the following address: One Hardwick Square, P.O.
Box 1367, Dalton, Georgia 30722-1367, Attention: Michael
Robinson. Mr. Robinson may be reached by telephone at (706) 217-
3950.

8. SUBSTITUTE FORM W-9. The tendering shareholder is required
to provide the Company with a correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9, which is provided under
"Important Tax Information" below, or to indicate that the
shareholder is not subject to backup withholding by checking the
box in Part 2 of the Substitute Form W-9. Failure to provide the
information on the form may subject the tendering shareholder to
20% federal income tax withholding on the Purchase Price. The
box in Part 3 of the form may be checked if the tendering
shareholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 3 is checked and the Company is not provided with
a TIN within 60 days, the Company will withhold 20% of the gross
proceeds payable to the shareholder pursuant to the Tender Offer.
Foreign shareholders should communicate with the Company
regarding applicable tax certification procedures.

9. MUTILATED, LOST, STOLEN OR DESTROYED SHARES. Any
Stockholders whose Shares have been mutilated, lost, stolen or
destroyed should contact the Company at the address indicated
above for further instructions.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY
THEREOF (TOGETHER WITH CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE COMPANY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE COMPANY, ON OR PRIOR
TO EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE) TO
ENSURE PARTICIPATION IN THE TENDER OFFER.

<PAGE>
IMPORTANT TAX INFORMATION

Under federal income tax law, a shareholder whose tendered
Shares are accepted for purchase is required to provide the
Company with such shareholder's correct taxpayer identification
number on Substitute Form W-9 below. If such shareholder is an
individual, the taxpayer identification number is his social
security number. If the Company is not provided with the correct
taxpayer identification number, the shareholder may be subject to
a $50 penalty imposed by the Internal Revenue Service.

Certain shareholders (including, among others, all
corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. In order
for a foreign individual to qualify as an exempt recipient, that
shareholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Company. See the enclosed
Form W-9 Instructions for additional instructions.

If backup withholding applies, the Company is required to
withhold 20% of the gross proceeds payable to the shareholder
pursuant to the Tender Offer. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld.
If withholding results in an overpayment of taxes, a refund may
be obtained.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on the Purchase Price payable
to a shareholder with respect to Shares purchased pursuant to the
Tender Offer, the shareholder is required to notify the Company
of his correct taxpayer identification number by completing the
form below certifying that the taxpayer identification number
provided on Substitute Form W-9 is correct (or that such
shareholder is awaiting a taxpayer identification number).

What Number to Give the Company

The shareholder is required to give the Company the social
security number or employer identification number of the record
owner of the Shares. If the Shares are in more than one name or
are not in the name of the actual owner, consult the enclosed
Form W-9 Instructions for additional guidance on which number to
report.
<PAGE>
<TABLE>
<CAPTION>
PAYER'S NAME: HARDWICK HOLDING COMPANY
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1-PLEASE PROVIDE YOUR TIN IN THE BOX Social security number
Form W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING
BELOW OR _______________________________

Employer Identification Number
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Department of the Part 2-Check the box if you are NOT subject to backup withholding under the provisions
Treasury of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been
Internal Revenue Service notified that you are subject to backup withholding as a result of failure to report
all interest or dividends or (2) the Internal Revenue Service has notified you that
you are no longer subject to backup withholding -- ______
- --------------------------------------------------------------------------------------------------------------------

Payer's Request for CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
Taxpayer Identification INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
Number (TIN)
SIGNATURE ____________________________ DATE ________ Part 3
Awaiting TIN
- --------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM TO THE
COMPANY MAY RESULT IN BACKUP WITHHOLDING OF 20% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER
OFFER. PLEASE REVIEW THE ENCLOSED FORM W-9
INSTRUCTIONS FOR ADDITIONAL DETAILS.

<PAGE>
_______________________________________________________ _____________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, and 6) (See Instructions 1, 5 and 6)

To be completed ONLY if certificates and checks To be completed ONLY if certificates and checks
comprising the Shares not tendered are to be issued and/or Shares not tendered or not accepted for
in the name of someone other than the undersigned. tender are to be sent to someone other than the
undersigned or to the undersigned at an address
Issue shares to: other than that shown below the undersigned's
signature.
Name________________________________________________
(Please Print) Mail __ Checks to:
Address_____________________________________________ __ Shares to:
_____________________________________________
_____________________________________________ Name________________________________________________
(Include Zip Code) (Please Print)
Address_____________________________________________
_____________________________________________________ _____________________________________________
(Tax identification or Social Security Number _____________________________________________
(Also complete Form W-9 on the Reverse Side) (Include Zip Code)
_______________________________________________________ _____________________________________________________

/TABLE
<PAGE>
ALL TENDERING SHAREHOLDERS MUST SIGN HERE

__________________________________________

__________________________________________
Signature(s) of Owner(s)

Dated:_____________________________________

Must be signed by the registered holder(s) exactly as name(s) appear(s)
on stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please set forth
full title and see Instruction 5.

Name(s)_______________________________________
______________________________________________
Please Print)

Capacity______________________________________

Address_______________________________________
______________________________________________
______________________________________________
(Include Zip Code)

Area Code and Telephone No. __________________

Tax Identification or
Social Security No.___________________________

(Also complete Form W-9 on Reverse Side)
GUARANTEE OF SIGNATURES
(See Instructions 1 and 5)

Authorized Signature___________________________

Name of Firm___________________________________

Dated:_________________________________________