CRESCENT BANKING CO
8-K, 1999-04-26
STATE COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                               ________________

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported):  April 22, 1999


                           CRESCENT BANKING COMPANY
                           ------------------------
              (Exact Name of Registrant as Specified in Charter)



            Georgia                0-20251                 58-1968323
         ------------           ------------          -------------------   
        (State or Other          (Commission             (IRS Employer
        Jurisdiction of          File Number)         Identification No.)
        Incorporation)


                     251 Highway 515, Jasper, Georgia 30143
                  -------------------------------------------------
         (Addresses of Principal Executive Offices, Including Zip Code)

                                 (706) 692-2424
                 ---------------------------------------------
              (Registrant's Telephone Number, Including Area Code)
<PAGE>
 
Item 5.    Other Events.
- ------     ------------ 

     On April 22, 1999, Crescent Banking Company's wholly-owned banking
subsidiary, Crescent Bank & Trust Company ("Crescent Bank"), entered into a
Branch Purchase and Assumption Agreement (the "Agreement") with Tucker Federal
Bank ("Tucker").  Under the Agreement, subject to regulatory approval, Crescent
Bank will purchase certain assets and assume certain liabilities related to
Tucker's branch located at 4475 Towne Lake Parkway, Woodstock, Georgia 30181
(the "Branch").

     Subject to certain exceptions and exclusions, the assets to be acquired by
Crescent Bank pursuant to the Agreement include, among other assets, the
following: (i) all real estate and improvements, (ii) furniture, fixtures,
computer, data processing equipment, leasehold improvements and other tangible
personal property, (iii) all safe deposit contracts and leases for the safe
deposit boxes, (iv) all coins and currency located at the Branch at closing, and
(v) rights in certain equipment leased by Tucker and used and located at the
Branch.  Crescent Bank will not purchase any of the Branch's loans.  Crescent
will also assume all of the duties, obligations and liabilities relating to the
safe deposit contracts and deposit liabilities relating to the deposit accounts,
including Individual Retirement Accounts, located at the Branch at closing,
subject to certain exceptions.  Crescent bank presently anticipates that it will
assume approximately $13.6 million of deposits from Tucker.

     As consideration for the assets, Crescent Bank shall pay Tucker a purchase
price equal to the sum of the following: (i) the net book value of the personal
property and the real property at the Branch, (ii) a deposit premium, equal to
6.0% of the average daily deposit balance during the 20 business days preceding
closing, and (iii) the face amount of the coins and currency held by the Branch
at closing.  Crescent Bank presently anticipates that it will pay Tucker a
deposit premium of approximately $800,000.

     Crescent Bank expects to complete the transactions contemplated by the
Agreement by July 15, 1999.  Consummation of such transactions is subject to
fulfillment of a number of conditions, including, without limitation, the
receipt of regulatory approvals.  No assurance can be given that such conditions
will be fulfilled or that such transactions will be consummated.  Both the
Agreement and Crescent Banking Company's Press Release, dated April 23, 1999,
announcing the execution of the Agreement, are filed as Exhibits herewith and
are incorporated by reference herein.

                                      -2-
<PAGE>
 
Item 7.     Financial Statements, Pro Forma Financial Information, and Exhibits.
- ------      ------------------------------------------------------------------- 
 
       (c)  Exhibits.


            The following exhibits are filed herewith:


Exhibit No.                            Description
- ----------- -------------------------------------------------------------------
 
   10       Branch Purchase and Assumption Agreement, dated as of April 22, 1999
            (the "Agreement"), by and between Crescent Bank & Trust Company and
            Tucker Federal Bank.

   99       Press Release, dated April 23, 1999, announcing the execution of the
            Agreement.

                                      -3-
<PAGE>
 
                                   SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                   CRESCENT BANKING COMPANY


                                   /s/ J. Donald Boggus, Jr.
                                   ---------------------------
                                   J. Donald Boggus, Jr.
                                   President and Chief Executive Officer



Date:  April 23, 1999

                                      -4-
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------
                                        
Exhibit No.                          Description
- -----------     ----------------------------------------------------------------
    10          Branch Purchase and Assumption Agreement, dated as of April 22,
                1999 (the "Agreement"), by and between Crescent Bank & Trust
                Company and Tucker Federal Bank.

    99          Press Release, dated April 23, 1999, announcing the execution of
                the Agreement.

<PAGE>
 
                    BRANCH PURCHASE AND ASSUMPTION AGREEMENT

                                 BY AND BETWEEN

                              TUCKER FEDERAL BANK

                                      AND

                         CRESCENT BANK & TRUST COMPANY

                           Dated as of April 22, 1999
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE> 
<CAPTION>
                                                                     Page Number
                                                                     -----------
 
<S>              <C>                                                     <C>
ARTICLE I        TRANSFER OF ASSETS AND LIABILITIES...................... 1
  Section 1.1    Transferred Assets...................................... 1
  Section 1.2    Purchase Price.......................................... 2
  Section 1.3    Core Deposits........................................... 4
  Section 1.4    Reserved................................................ 7
  Section 1.5    Safe Deposit Business................................... 7
  Section 1.6    Employee Matters........................................ 8
  Section 1.7    Records and Data Processing............................. 9
  Section 1.8    Security................................................ 9
  Section 1.9    Taxes and Fees, Proration of Certain Expenses........... 9
  Section 1.10   Real Property...........................................10
                 
ARTICLE II       CLOSING AND EFFECTIVE TIME..............................11
  Section 2.1    Dates...................................................11
  Section 2.2    Closing.................................................12
  Section 2.3    Adjustments.............................................14
                 
ARTICLE III      INDEMNIFICATION.........................................15
  Section 3.1    Seller's Indemnification of Purchaser...................15
  Section 3.2    Purchaser's Indemnification of Seller...................15
  Section 3.3    Claims for Indemnity....................................16
  Section 3.4    Limitations on Indemnification..........................16
                 
ARTICLE IV       REPRESENTATIONS AND WARRANTIES OF SELLER................17
  Section 4.1    Corporate Organization..................................17
  Section 4.2    No Violation............................................17
  Section 4.3    Corporate Authority.....................................17
  Section 4.4    Enforceable Agreement...................................17
  Section 4.5    Personal Property.......................................17
  Section 4.6    Real Property...........................................18
  Section 4.7    Year 2000 Compliance....................................19
  Section 4.8    Reserved................................................19
  Section 4.9    Proceedings and Information.............................19
  Section 4.10   Reporting and Tax Withholding Documents.................19
  Section 4.11   Condition of Property...................................19
  Section 4.12   Consents and Approvals..................................20
  Section 4.13   Limitation of Representations and Warranties............20
                 
ARTICLE V        REPRESENTATIONS AND WARRANTIES OF PURCHASER.............20
  Section 5.1    Corporate Organization..................................20
</TABLE> 
<PAGE>
 
<TABLE> 
<S>              <C>                                                     <C> 
  Section 5.2    No Violation............................................20
  Section 5.3    Corporate Authority.....................................21
  Section 5.4    Enforceable Agreement...................................21
  Section 5.5    Proceedings and Information.............................21
  Section 5.6    Consents and Approvals..................................21
  Section 5.7    Financing...............................................21
                 
ARTICLE VI       OBLIGATIONS OF PARTIES PRIOR TO AND AFTER
                 EFFECTIVE TIME..........................................22
  Section 6.1    Full Access.............................................22
  Section 6.2    Delivery of Magnetic Media Records......................22
  Section 6.3    Application for Approval to Effect Purchase of
                 Assets and Assumptions of Liabilities...................23
  Section 6.4    Conduct of Business; Maintenance of Properties..........23
  Section 6.5    No Solicitation by Seller, etc..........................24
  Section 6.6    Further Actions.........................................24
  Section 6.7    Fees and Expenses.......................................24
  Section 6.8    Breaches with Third Parties.............................25
  Section 6.9    Insurance...............................................25
  Section 6.10   Public Announcements....................................25
  Section 6.11   Tax Reporting...........................................25
  Section 6.12   Certain Actions.........................................25
                 
ARTICLE VII      CONDITIONS TO PURCHASER'S OBLIGATIONS...................26
  Section 7.1    Representations and Warranties True.....................26
  Section 7.2    Obligations Performed...................................26
  Section 7.3    No Adverse Proceedings..................................26
  Section 7.4    Regulatory Approval.....................................26
  Section 7.5    No Material Adverse Change..............................27
                 
ARTICLE VIII     CONDITIONS TO SELLER'S OBLIGATIONS......................27
  Section 8.1    Representations and Warranties True.....................27
  Section 8.2    Obligations Performed...................................27
  Section 8.3    No Adverse Proceedings..................................28
  Section 8.4    Regulatory Approval.....................................28
                 
ARTICLE IX       TERMINATION.............................................28
  Section 9.1    Methods of Termination..................................28
  Section 9.2    Procedure Upon Termination..............................29
  Section 9.3    Payment of Expenses.....................................29
                 
ARTICLE X        MISCELLANEOUS PROVISIONS................................30
  Section 10.1   Amendment and Modification..............................30
  Section 10.2   Waiver or Extension.....................................30
  Section 10.3   Assignment..............................................30
  Section 10.4   Confidentiality.........................................30
</TABLE> 
                                      ii
<PAGE>
 
<TABLE> 
<S>              <C>                                                     <C> 
  Section 10.5   Addresses for Notices, Etc..............................31
  Section 10.6   Counterparts............................................31
  Section 10.7   Headings................................................32
  Section 10.8   Governing Law...........................................32
  Section 10.9   Expenses................................................32
  Section 10.10  Time is of the Essence..................................32
  Section 10.11  Cover, Index and Headings, Etc..........................32
  Section 10.12  Broker, Finder, and Investment Banker Fees..............33
  Section 10.13  Office Space............................................33
  Section 10.14  Severability............................................33
  Section 10.15  No Third Party Beneficiaries............................33
  Section 10.16  Entire Agreement........................................33
</TABLE>
                                      iii
<PAGE>
 
                                LIST OF EXHIBITS
                                ----------------

Exhibit Number      Description
- --------------      -----------

1.1(b)              Excluded Assets

1.3(b)              Certificates of Deposit Not Assumed by Purchaser

2.2(b)(2)           Bill of Sale

2.2(b)(3)           Assignment and Assumption Agreement

2.2(b)(14)          Closing Statement

4.9                 Proceedings and Information - Seller

5.5                 Proceedings and Information - Purchaser
<PAGE>
 
                    BRANCH PURCHASE AND ASSUMPTION AGREEMENT
                    ----------------------------------------

          THIS BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is
made and entered into as of April 22, 1999, by and between TUCKER FEDERAL BANK
("Seller"), a savings association organized and existing under the laws of the
United States, with its corporate offices located in Tucker, Georgia, and
CRESCENT BANK & TRUST COMPANY ("Purchaser"), a bank organized and existing under
the laws of the State of Georgia.

                                    Preamble
                                    --------

          The Board of Directors of Purchaser and the Board of Directors of
Seller have determined that the transactions described herein are in their
respective best interests.  This Agreement provides for the purchase by
Purchaser of certain assets from Seller and the assumption by Purchaser of
certain liabilities of Seller related to Seller's banking office located at 4475
Towne Lake Parkway, Woodstock, Georgia 30181 (the "Branch Office").

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

                                   ARTICLE I
                                   ---------
                       TRANSFER OF ASSETS AND LIABILITIES
                       ----------------------------------

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

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

     (1)       all real estate and improvements thereon at the Branch Office
               (the "Real Property");
           
     (2)       except as provided in Section 1.1(b), the furniture, fixtures,
               computer, data processing equipment,  leasehold improvements and
               other tangible personal property owned by Seller and used and
               located at the Branch Office (the "Personal Property");
           
     (3)       all safe deposit contracts and leases for the safe deposit boxes
               located at the Branch Office as of the Effective Time (the "Safe
               Deposit Contracts");
<PAGE>
 
     (4)       all coins and currency located at the Branch Office as of the
               Effective Time (the "Coins and Currency"); and
       
     (5)       Seller's rights in any equipment leased by the Seller and used
               and located at the Branch Office ("Leased Equipment") and not
               among the Excluded Assets.

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

      (1)      any rights to the name "Tucker Federal Bank" and any of Seller
               and its affiliates' and proprietary mutual funds' logos,
               trademarks, trade names, signs, paper stock, forms and other
               supplies containing any such logos, trademarks or trade names;
          
      (2)      any and all loans maintained, serviced, or listed in Seller's
               general ledger as, loans of the Branch Office; and
          
      (3)      the assets listed on Exhibit 1.l(b) hereto, including, without
               limitation, any computer, data processing or other equipment that
               is not Year 2000 compliant.

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

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

       (a)     In consideration for the purchase of the Branch Office, the
               Purchaser shall pay Seller a purchase price equal to the sum of
               the following:
               
               (1)  The Net Book Value (as defined in Subsection 1.2(d) hereof)
                    for the Personal Property and the Real Property at the
                    Branch Office;
                 
               (2)  An amount equal to the "Deposit Premium," which shall be
                    equal to the product of (i) 0.06, multiplied by (ii) the
                    Average Daily Deposits. The term "Average Daily Deposits"
                    shall mean the average daily closing balance of the deposit
                    accounts (excluding accrued but unpaid interest), including
                    Individual Retirement Accounts, of Seller originated at the
                    Branch Office computed over the twenty (20) consecutive
                    business days ending on and including
               

                                      -2-
<PAGE>
 
               the business day immediately prior to the Closing Date.  The term
               "business day" shall mean each day on which the Branch Office is
               open for business.  The parties understand and agree that the
               closing balance for each business day shall be determined based
               upon the deposit balances as of the standard 2:00 P.M. Atlanta,
               Georgia daily cut off time on such day utilized by the Branch
               Office.; and

          (3)  The face amount of the Coins and Currency.

(b)       As of the effective time, Purchaser shall assume, and, except as set
          forth herein, Seller shall have no further liability with respect to,
          all of the duties, obligations and liabilities of Seller relating to
          Leased Equipment, the Safe Deposit Contracts and the Deposit
          Liabilities (including all accrued interest on such Deposit
          Liabilities); provided, that any cash items paid by Seller and not
          cleared prior to the Effective Time shall be the responsibility of
          Seller, subject to the terms of Section 1.3 below.

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

(d)       For purposes of this Agreement, "Net Book Value" means the value
          determined from the Post-Closing Balance Sheet and in all cases shall
          be net of accumulated depreciation and amortization through the
          Effective Time.

(e)       During the period from the date hereof to the Effective Time, Seller
          shall prepare and provide Purchaser with monthly internal financial
          reports of 

                                      -3-
<PAGE>
 
          the Branch Office in the form currently prepared for each monthly
          period subsequent to the execution of this Agreement and prior to the
          Closing.

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

       (a)     "Deposit Liabilities" shall mean all of Seller's duties,
               obligations and liabilities relating to the deposit accounts,
               including Individual Retirement Accounts, originated at the
               Branch Office, including accrued but unpaid interest, as of the
               Effective Time.
               
       (b)     Except for those liabilities and obligations specifically assumed
               by Purchaser under Subsection 1.2(b) above, Purchaser is not
               assuming any other liabilities or obligations. Liabilities not
                                                                          ---  
               assumed include, but are not limited to, the following:
               -------
               
               (1)  Seller's cashier checks, official checks, letters of credit,
                    money orders, interest checks and expense checks issued
                    prior to closing, consignments of U.S. Government "E" and
                    "EE" and other U.S. savings bonds and any and all traveler's
                    checks.
                 
               (2)  Liabilities or obligations with respect to any litigation,
                    suits, claims, demands or governmental proceedings arising,
                    commenced or made known to Seller prior to Closing and
                    related to the Branch Office, or which thereafter arise with
                    respect to matters occurring prior to Closing.
                 
               (3)  Deposit accounts associated with or securing lines of credit
                    where a line of credit is excluded in accordance with
                    Subsection 1.4(b).
                 
               (4)  Deposit accounts associated with qualified retirement plans
                    where Seller is the trustee of such plan or the sponsor of a
                    prototype plan used by such plan.
                 
               (5)  Deposit accounts standing to the credit of the U.S.
                    government or its agencies, or any state governments or
                    their respective agencies, including, without limitation,
                    "treasury tax and loan" accounts and any other functionally
                    similar public accounts.
                 
               (6)  Brokered deposit accounts (consisting of out of market
                    deposits acquired or arising from a third party "deposit
                    broker," as such term is defined by the Federal Deposit
                    Insurance Corporation).
                 
               (7)  As set forth on Exhibit 1.3(b), all certificates of deposit
                    which have a current balance of $100,000 or more and which
                    are, in the mutual 

                                      -4-
<PAGE>
 
                    agreement of the parties hereto, located outside of the
                    Branch Office's trade area.
               
       (c)     Seller does not represent or warrant that any deposit customers
               whose accounts are assumed by Purchaser will become or continue
               to be customers of Purchaser upon or after the Effective Time.
               Seller makes no representation that, from the date hereof until
               Closing, there will not be any loss of Employees, deposits or
               customers of the Branch Office.
               
       (d)     Purchaser agrees to pay in accordance with law and customary
               banking practices all properly drawn and presented checks, drafts
               and withdrawal orders presented to Purchaser by mail, through
               automated teller machines, over the counter or through the check
               clearing system or any other clearing system of the banking
               industry, by depositors of the accounts assumed, whether drawn on
               the checks, withdrawal or draft forms provided by Seller or by
               Purchaser, and in all other respects to discharge, in the usual
               course of the banking business, to the extent of available funds
               in the related deposit accounts and in accordance with the terms
               and conditions of such accounts, as in effect from time to time,
               the duties, obligations and liabilities of Seller with respect to
               the balances due and owing to the depositors whose accounts are
               assumed by Purchaser.
               
       (e)     If, after the Effective Time, any depositor, instead of accepting
               the obligation of Purchaser to pay the Deposit Liabilities
               assumed, shall demand payment from Seller for all or any part of
               any such assumed Deposit Liabilities, Seller shall not be liable
               or responsible for making such payment; provided that, for
               purposes of maintaining relationships of the Branch Office
               customers, if Seller shall pay the same pursuant to mutually
               agreed upon procedures, Purchaser agrees to reimburse Seller for
               any such payments, Seller shall not be deemed to have made any
               representations or warranties to Purchaser with respect to any
               such checks, drafts or withdrawal orders, and any such
               representations or warranties implied by law are hereby expressly
               disclaimed. Seller and Purchaser shall make arrangements to
               provide for the daily settlement with immediately available funds
               by Purchaser of checks, drafts, withdrawal orders, returns and
               other items presented to and paid by Seller within 60 days after
               the Effective Time and drawn on or chargeable to accounts that
               have been assumed by Purchaser; provided, however, that Seller
               shall be held harmless and indemnified by Purchaser for acting in
               accordance with such arrangements.
               
       (f)     Purchaser agrees, at its cost and expense, (1) to assign new
               account numbers to depositors of assumed accounts, (2) to notify
               such depositors and safe deposit box customers, on or before the
               Effective Time, in a form and on a date mutually acceptable to
               Seller and Purchaser, of Purchaser's assumption of Deposit
               Liabilities in a manner so as to satisfy all

                                      -5-
<PAGE>
 
               requirements imposed by applicable law or governmental
               regulation, and (3) to furnish such depositors with checks on the
               forms of Purchaser and with instructions to utilize Purchaser's
               checks and to destroy unused check, draft and withdrawal order
               forms of Seller. Seller will notify its affected customers by
               letter of the pending assignment of Seller's deposit accounts to
               Purchaser, which notice shall be at Seller's cost and expense and
               in a form mutually agreeable to Seller and Purchaser. The
               Purchaser may provide, at its sole expense, such customers with
               notices of changes in terms and other information regarding the
               transaction contemplated hereby. The parties shall cooperate and
               coordinate such notices, share the costs of any combined mailings
               and shall, to the extent practicable, combine mailings.
               
       (g)     Purchaser agrees to pay promptly to Seller an amount equivalent
               to the amount of any checks, drafts or withdrawal orders credited
               to assumed Deposit Liabilities as of the Effective Time that are
               returned to Seller after the Effective Time.
               
       (h)     On and after the Effective Time, Purchaser will assume and
               discharge Seller's duties and obligations in accordance with the
               terms and conditions and laws, rules and regulations that apply
               to the certificates, accounts and other Deposit Liabilities
               assumed pursuant to this Agreement.
               
       (i)     On and after the Effective Time, Purchaser will maintain and
               safeguard in accordance with applicable law and sound banking
               practices all account documents, deposit contracts, signature
               cards, deposit slips, canceled items and other records related to
               the Deposit Liabilities assumed under this Agreement which Seller
               has delivered to Purchaser on or before Closing, subject to
               Seller's right of access to such records as provided in this
               Agreement.
               
       (j)     Seller will render a final statement to each depositor of an
               account (other than certificates of deposit or Individual
               Retirement Accounts) assumed under this Agreement as to
               transactions occurring through the Effective Time. Seller will be
               entitled to impose normal fees and service charges on a per item
               basis through Closing, but Seller will not impose periodic fees
               or blanket charges in connection with such final statements.
               
       (k)     The Purchaser, at its expense, will timely notify all Automated
               Clearing House ("ACH") originators of the transfers and
               assumptions to be made pursuant to the Agreement as of the
               Closing Date. For a period of 60 days beginning on the Effective
               Time, Seller will honor, in accordance with applicable laws and
               regulations, all ACH items related to accounts assumed under this
               Agreement which are mistakenly routed or presented to Seller.
               Seller will make no charge to Purchaser for honoring such items,
               and will 

                                      -6-
<PAGE>
 
               electronically transmit such ACH data to Purchaser, provided that
               Purchaser shall promptly reimburse Seller for any processed ACH
               items. If Purchaser cannot receive an electronic transmission,
               Seller will make available to Purchaser at Seller's operations
               center receiving items from the ACH tapes containing such ACH
               data. Items mistakenly routed or presented after the 60-day
               period will be returned to the presenting party.
               
       (l)     After the Effective Time, Purchaser agrees to use its reasonable
               efforts to collect from Purchaser's customers amounts equal to
               any debit card connected with a deposit account transferred to
               Purchaser and any Visa or MasterCard chargebacks under the
               MasterCard and Visa Merchant Agreements between Seller and its
               customers or amounts equal to any deposit items on accounts
               transferred hereunder and that are returned to Seller after the
               Effective Time which were honored by Seller prior to the
               Effective Time and remit such amounts so collected to Seller.
               Purchaser agrees to immediately remit to Seller any funds held in
               the customer's related transferred deposit account when the
               Purchaser receives such notice from the Seller, up to the amount
               of the charged back or returned item that had been previously
               credited by Seller, if such funds are available in such customer
               account at the time of notification by Seller to Purchaser of the
               charged back or returned item. Notwithstanding the foregoing,
               Purchaser shall have no duty to remit funds for any item or
               charge that has been improperly returned or charged to Seller.
               
       (m)     Any deposit accounts or other liabilities not expressly assumed
               by Purchaser shall be transferred by Seller to one of Seller's
               other banking branch offices.

Section 1.4.   Reserved.
- -----------    -------- 

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

       (a)     As of the Effective Time, Purchaser will assume and discharge
               Seller's obligations with respect to the safe deposit box
               business at the Branch Office in accordance with the terms and
               conditions of contracts or rental agreements related to such
               business, and Purchaser will maintain all facilities necessary
               for the use of such safe deposit boxes by persons entitled to use
               them.
               
       (b)     As of the Effective Time, Purchaser shall maintain and safeguard
               the records related to such safe deposit box business, and
               Purchaser shall be responsible for granting access to and
               protecting the contents of safe deposit boxes at the Branch
               Office.

                                      -7-
<PAGE>
 
Section 1.6.   Employee Matters.
- -----------    ---------------- 

       (a)     Subject to (i) Purchaser's review of the employees of the Branch
               Office (the "Employees") and their respective employment records
               and personnel files, and (ii) termination for cause, Purchaser
               shall hire all Employees employed by Seller at the Branch Office
               at the Effective Time, except the Branch Office Manager, who
               Seller has requested to retain. Purchaser will hire such
               Employees in their then current functional positions at the
               Branch Office with remuneration comparable to then current levels
               (subject to normal salary increases), and, to the extent
               permitted by Purchaser's existing benefit, welfare and vacation
               plans, Purchaser will allow such Employees to participate in such
               plans to the full extent permitted by such plans and by
               applicable law. Except as may be prohibited by Purchaser's
               benefit plans and policies and applicable law, the Employees
               shall receive full credit for their prior service with Seller
               under Purchaser's benefit plans and policies, including vacation
               and sick leave policies. As of the Effective Time, the Employees
               and their dependents, if any, previously covered under Seller's
               health insurance plan shall, to the extent permitted by
               Purchaser's employee benefit plans and applicable law, be covered
               under Purchaser's health insurance plan without being subject to
               any pre-existing condition limitations or exclusions except those
               excluded under Seller's health insurance plan.
               
       (b)     Seller makes no representations or warranties about whether any
               of the Employees will remain employed at the Branch Office after
               the date hereof or upon or after the Effective Time. Seller will
               use its reasonable efforts to maintain the Employees as employees
               of Seller at the Branch Office until the Effective Time.
               Purchaser shall use its reasonable efforts to cause the Employees
               to agree to become employees of Purchaser. Any Employee whose
               employment shall be terminated for any reason prior to the
               Effective Time or who shall elect not to be an employee of
               Purchaser shall be dealt with by Seller in its sole and absolute
               discretion, and Purchaser shall have no liability therefor.
               Seller agrees that, for a period of 12 months after the Effective
               Time, it will not solicit for employment any Employee who remains
               employed by Purchaser.
               
       (c)     Each Employee who continues his employment with Purchaser after
               the Effective Time and who is a participant in Seller's employee
               benefit plans at the Effective Time shall receive all benefits in
               accordance with Seller's plans in which he or she participates,
               to the extent that such benefits are vested at the Effective
               Time, and to the extent that such benefits are properly
               distributable under the terms of such plans.
               
       (d)     To aid in the transition, Seller agrees to cooperate with
               Purchaser in complying with all state and federal statutory
               requirements regarding the 

                                      -8-
<PAGE>
 
               administering of Seller's employee benefit plans in connection
               with the transactions contemplated hereby.
               
       (e)     Purchaser shall pay, to each Employee who continues to be
               employed with Purchaser for a period of 45 days following
               Closing, a one-time transition bonus equal to two weeks of such
               Employee's salary at the time of Closing.
               
Section 1.7.   Records and Data Processing.
- -----------    --------------------------- 
               
       (a)     As of the Effective Time, Purchaser shall become responsible for
               maintaining the files, documents and records referred to in this
               Agreement and delivered to Purchaser by Seller. Purchaser will
               preserve and safekeep them as required by applicable law and
               sound banking practice for the joint benefit of Seller and
               Purchaser. After the Effective Time, Purchaser will permit Seller
               and its representatives, for reasonable cause, at reasonable
               times and upon reasonable notice and at Seller's expense, to
               examine, inspect, copy and reproduce any such files, documents or
               records as Seller deems reasonably necessary.
                    
       (b)     Upon and following the Effective Time, Seller will preserve and
               safekeep any records, files and documents related to the Branch
               Office and retained by Seller after the Effective Time, the
               predecessor banks, and the transferred assets and liabilities
               transferred hereby, as required by applicable law and sound
               banking practices for the joint benefit of Seller and Purchaser.
               Seller will permit Purchaser and its representatives, for
               reasonable cause, at reasonable times and upon reasonable notice
               and at Purchaser's expense, to examine, inspect, copy and
               reproduce files, documents or records retained by Seller
               regarding the assets and liabilities transferred under this
               Agreement as Purchaser deems reasonably necessary.

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

     As of and after the Effective Time, Purchaser shall be solely responsible
     for the security of and insurance on all persons and property located in or
     about the Branch Office and relating to the assets assigned to, and
     liabilities assumed by, Purchaser hereunder.

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

     Purchaser shall be responsible and liable for the payment of all filing and
     recordation fees and taxes related to this transaction; except that
     Purchaser shall not be responsible for, or have any liability with respect
     to, income or similar taxes upon the Seller arising out of this
     transaction, if any, and Seller agrees that it shall pay, or represents
     that it has paid, in a timely manner before delinquency any and 

                                      -9-
<PAGE>
 
     all such taxes. Except as otherwise set forth herein, Purchaser shall not
     be responsible for any tax liabilities of Seller arising from the business
     or operations of the Branch Office before the Effective Time, and Seller
     shall not be responsible for any tax liabilities of Purchaser arising from
     the business or operations of the Branch Office after the Effective Time.
     Utility payments, telephone charges, real property taxes, personal property
     taxes, rent, salaries, deposit insurance premiums, other ordinary operating
     expenses of the Branch Office and other expenses and taxes related to the
     liabilities assumed or assets purchased hereunder shall be prorated between
     the parties as of the Effective Time. To the extent any such item has been
     prepaid by Seller for a period extending beyond the Effective Time,
     Purchaser shall pay to Seller such amounts as are necessary to effect a
     proportionate monetary adjustment in favor of Seller.

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

       (a)     Seller agrees to deliver to Purchaser as soon as reasonably
               practical after the execution of this Agreement copies of all
               title information in possession of or reasonably available to
               Seller, if any, including but not limited to title insurance
               policies, attorney's opinions on title, surveys, covenants,
               deeds, notes and deeds of trust and easements relating to the
               Real Property. Such delivery shall constitute no warranty by
               Seller as to the accuracy or completeness thereof or that
               Purchaser is entitled to rely thereon, and Seller hereby
               expressly disclaims any such warranty..
               
       (b)     Purchaser shall obtain at its expense, within 30 days of the date
               of this Agreement, a title opinion to the Real Property.
               Purchaser agrees to notify Seller in writing within 30 days of
               Purchaser's receipt of a title opinion of any mortgages, pledges,
               environmental matters, material liens, encumbrances,
               restrictions, reservations, tenancies, encroachments, overlaps or
               other title exceptions or zoning or similar land use violations
               related to the Real Property and materially and adversely
               affecting its value to which Purchaser reasonably objects
               (collectively, the "Title Defects"). Purchaser agrees that Title
               Defects shall not include real property taxes not yet due and
               payable and easements and rights of way of record which do not
               materially interfere with the use of the Real Property as a
               Branch Office. Seller shall make a good faith effort to correct
               any such Title Defect to Purchaser's reasonable satisfaction at
               least 10 days prior to Closing; provided, however, that Seller
               shall not be obligated to bring any lawsuit or make any payments
               of money (except to pay liens that Seller does not dispute in
               good faith) to cure a Title Defect. If Seller is unable to cure
               any such Title Defects to Purchaser's reasonable satisfaction,
               Purchaser shall have the option to terminate this Agreement. Upon
               termination of this Agreement pursuant to this Section 1.10,
               neither party shall have any further liability to the other party
               under this Agreement.
               

                                      -10-
<PAGE>
 
       (c)     Purchaser shall have the right to update title matters at Closing
               for any changes which may have arisen since the date of Seller's
               original title search. If such update indicates any new Title
               Defects, Seller may elect upon notice to Seller specifying the
               new Title Defects, if any, to delay the Closing for up to 30 days
               while Seller makes a good faith effort to cure any such Title
               Defect to Purchaser's reasonable satisfaction; provided Seller
               shall not be obligated to bring any suit or action or make any
               payments of money (except to pay liens that Seller does not
               dispute in good faith) to cure a Title Defect. If Seller is
               unable to cure any such Title Defect within such 30 day period,
               Purchaser shall have the option to terminate this Agreement, in
               which event neither party shall have any further liability to the
               other party under this Agreement.
               
       (d)     Purchaser shall have the right to conduct such investigation of
               environmental matters with respect to the Real Property as it may
               reasonably require and shall report the results of any such
               investigation to Seller no later than 45 days after the date of
               this Agreement; provided, however, that without the prior written
               consent of Seller, Purchaser shall not conduct any ground water
               monitoring or install any test well or undertake any other
               investigation which requires a permit or license from, or the
               reporting of the investigation or the results thereof to, a local
               or state environmental regulatory authority or the United States
               Environmental Protection Agency. If Seller either refuses to give
               such written consent or refuses to cure any material violation of
               law relating to the environment, Purchaser shall have the option
               to terminate this Agreement, in which event neither party shall
               have any further liability to the other under this Agreement.
               Purchaser hereby agrees to indemnify and hold harmless Seller,
               its officers, directors, agents, employees, attorneys,
               representatives and contractors from and against any and all
               damages to property or persons arising directly out of
               Purchaser's investigation of the Real Property as permitted
               herein.


                                  ARTICLE II
                                  ----------
                          CLOSING AND EFFECTIVE TIME
                          --------------------------

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

     The purchase of assets and assumption of liabilities provided for in this
     Agreement shall occur at a closing (the "Closing") to be held at 10:00 A.M.
     local time at a mutually acceptable place as soon as practicable and upon,
     or after, the date all necessary approvals by the applicable regulatory
     agencies have been issued, and all statutory waiting periods related to
     such regulatory approvals have expired.  The transactions contemplated
     herein shall become effective at 2:00 p.m. local time, or such other time
     as the parties may mutually agree, on the business day on which 

                                      -11-
<PAGE>
 
     the Closing occurs (the "Effective Time"), which shall be a Friday.
     Notwithstanding the foregoing language, both Purchaser and Seller agree to
     act in good faith and to pursue these transactions diligently and
     expeditiously with a view to completing the transactions contemplated by
     this Agreement as soon as practicable and with the Effective Time to be on
     or before September 1, 1999.

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

       (a)     All actions taken and documents delivered at the Closing shall be
               deemed to have been taken and executed simultaneously, and no
               action shall be deemed taken nor any document delivered until all
               have been taken and delivered.
               
       (b)     At the Closing, subject to all the terms and conditions of this
               Agreement, Seller shall deliver to Purchaser or, in the case of
               subsections (b)(5), (6), (7), (9) and (10), make reasonably
               available to Purchaser:
               
               (1)    Limited warranty deeds, being mutually and reasonably
                      acceptable to Purchaser and Seller, transferring title to
                      the Real Property to Purchaser;
                  
               (2)    A Bill of Sale, in substantially the form attached hereto
                      as Exhibit 2.2(b)(2) (the "Bill of Sale"), transferring to
                      Purchaser all of Seller's interest in the Assets;
                  
               (3)    An Assignment and Assumption Agreement, in substantially
                      the form attached hereto as Exhibit 2.2(b)(3) (the
                      "Assignment and Assumption Agreement"), assigning Seller's
                      interest in the Leased Equipment, the Safe Deposit
                      Contracts, and in the Deposit Liabilities;
                  
               (4)    Consents from third persons that are necessary to effect
                      the assignments set forth in the Assignment and Assumption
                      Agreement, including, but not limited to, the lessors of
                      the Leased Equipment (to the extent required by such
                      leases);
                  
               (5)    Seller's keys to the safe deposit boxes and Seller's
                      records related to the safe deposit box business at the
                      Branch Office;
                  
               (6)    Seller's files and records related to the Deposit
                      Liabilities assumed by Purchaser;
                  
               (7)    Immediately available funds in the net amount shown as
                      owing to Purchaser by Seller on the Closing Statement, if
                      any;

                                      -12-
<PAGE>
 
               (8)    The Coins and Currency;

               (9)    Such of the other assets to be purchased as are capable of
                      physical delivery;
                      
               (10)   A certificate of a proper officer of Seller, dated as of
                      the Effective Time, certifying to the fulfillment of all
                      conditions which are the obligation of Seller and that all
                      of the representations and warranties of Seller set forth
                      in this Agreement remain true and correct in all material
                      respects as of the Effective Time;
                      
               (11)   Certified copies of (A) the Charter and Bylaws of Seller,
                      and (B) a resolution of the Seller's Board of Directors,
                      or its Executive Committee, approving the sale of the
                      assets and the assumption of the liabilities contemplated
                      hereby;
                      
               (12)   Such certificates and other documents as Purchaser and its
                      counsel may reasonably require to evidence the receipt by
                      Seller of all necessary corporate and regulatory
                      authorizations and approvals for the consummation of the
                      transactions provided for in this Agreement; and
                      
               (13)   A Closing Statement, substantially in the form attached
                      hereto as Exhibit 2.2(b)(14) (the "Closing Statement").

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

               (1)   The Assignment and Assumption Agreement, executed by duly
                     authorized officers of Purchaser and Seller;
                     
               (2)   A certificate of receipt acknowledging the delivery and
                     receipt of possession of the property and records referred
                     to in this Agreement, and final title opinion(s) with
                     respect to the Branch Office's Real Property;
                     
               (3)   Immediately available funds in the net amount shown as
                     owing to Seller by Purchaser on the Closing Statement, if
                     any;
                     
               (4)   A certificate of a proper officer of Purchaser, dated as of
                     the date of Closing, certifying to the fulfillment of all
                     conditions which are the obligation of Purchaser and that
                     all of the representations and warranties of Purchaser set
                     forth in this Agreement remain true and correct in all
                     material respects as of the Effective Time;

                                      -13-
<PAGE>
 
               (5)   Certified copies of (A) the Charter and Bylaws of the
                     Purchaser, and (B) a resolution of the Board of Directors,
                     or its Executive Committee, of Purchaser approving the
                     purchase of the assets and the assumption of the
                     liabilities contemplated hereby;
                     
               (6)   Such certificates and other documents as Seller and its
                     counsel may reasonably require to evidence the receipt of
                     Purchaser of all necessary corporate and regulatory
                     authorizations and approvals for the consummation of the
                     transactions provided for in this Agreement; and

               (7)   The Closing Statement.

               (8)   A certificate, in a form agreeable to Seller, confirming
                     the financial condition of Purchaser.

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

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

       (a)     Not later than 15 business days after the Effective Time (the
               "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver
               to Purchaser a balance sheet dated as of the Effective Time and
               prepared in accordance with generally accepted accounting
               principles reflecting the assets sold and assigned and the
               liabilities transferred and assumed hereunder (the "Post-Closing
               Balance Sheet"). Seller shall afford Purchaser and its
               representatives the opportunity to review all work papers and
               documentation used by Seller in preparing the Post-Closing
               Balance Sheet. Within 15 business days following the Post-Closing
               Balance Sheet Delivery Date (the "Adjustment Payment Date"),
               Seller and Purchaser shall effect the transfer of any funds as
               may be necessary to reflect changes in such assets and
               liabilities between the Pre-Closing Balance Sheet and the Post-
               Closing Balance Sheet together with interest thereon computed
               from the Effective Time to the Adjustment Payment Date at the
               applicable Federal Funds Rate (as hereinafter defined).
               
       (b)     In the event that a dispute arises as to the appropriate amounts
               to be paid to either party on the Adjustment Payment Date, each
               party shall pay to the other on such Adjustment Payment Date all
               amounts other than those as to which a dispute exists. Any
               disputed amounts retained by a party which are later found to be
               due to the other party shall be paid to such other party promptly
               upon resolution with interest thereon from the Adjustment Payment
               Date to the date paid at the Federal Funds Rate.

                                      -14-
<PAGE>
 
       (c)     The "Federal Funds Rate" shall be the mean of the high and low
               rates quoted for Federal Funds under "Money Rates" in The Wall
               Street Journal, Southeastern Edition adjusted daily as such mean
               may increase or decrease during the period between the Effective
               Time and the Adjustment Payment Date.


                                  ARTICLE III
                                  -----------
                                INDEMNIFICATION
                                ---------------

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

     Seller shall indemnify, defend and hold harmless Purchaser from and against
     any breach by Seller of any representation, warranty or obligation
     contained herein and in the Exhibits hereto and all claims, losses,
     liabilities, demands and obligations, including reasonable attorneys' fees
     and expenses, arising out of any actions, suits or proceedings commenced or
     which arise from or relate to matters occurring prior to the Effective Time
     (other than proceedings, actions, suits or protests seeking to prevent or
     limit the consummation of the transactions contemplated hereunder) relating
     to the ownership of, or operations at the Branch Office; and, except as
     otherwise provided in this Agreement, Seller shall further indemnify, hold
     harmless and defend Purchaser from and against all claims, losses,
     liabilities, demands and obligations, including reasonable attorneys' fees
     and expenses, real estate taxes, intangibles and franchise taxes, sales and
     use taxes, social security and unemployment taxes, all accounts payable and
     operating expenses (including salaries, rents and utility charges) incurred
     by Seller prior to the Effective Time and which are claimed or demanded on
     or after the Effective Time and which are not expressly assumed by
     Purchaser hereunder, or which arise out of any actions, suits or
     proceedings commenced on or after the Effective Time and which relate to
     the ownership of, or operations at the Branch Office prior to the Effective
     Time and which are not expressly assumed by Purchaser hereunder.

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

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

                                      -15-
<PAGE>
 
Section 3.3.   Claims for Indemnity.
- -----------    -------------------- 

       (a)     A claim for indemnity under Sections 3.1 or 3.2 of this Agreement
               may be made by the claiming party at any time prior to the first
               anniversary of the Effective Time by the giving of written notice
               thereof to the other party. Such written notice shall set forth
               in reasonable detail the basis upon which such claim for
               indemnity is made. In the event that any such claim is made
               within such prescribed 12 month period, the indemnity relating to
               such claim shall survive until such claim is finally resolved.
               The foregoing indemnities shall terminate and be of no further
               force and effect as to any claims not made within such 12 month
               period, provided that this section shall not relieve Purchaser of
               any of its obligations with respect to liabilities and
               obligations expressly assumed hereunder.
               
       (b)     In the event that any person or entity not a party to this
               Agreement shall make or threaten any demand, claim, action, suit,
               protest, or other proceeding or litigation which may result in
               any liability, damage or loss to one party hereto of the kind for
               which such party is entitled to indemnification pursuant to
               Section 3.1 or 3.2 hereof, then, after written notice is provided
               by the indemnified party to the indemnifying party of such
               demand, claim or lawsuit, the indemnifying party shall have the
               option, at its cost and expense, to retain counsel for the
               indemnified party to defend any such demand, claim, action, suit,
               protest, or other proceeding or litigation. In the event that the
               indemnifying party shall fail to respond within five business
               days after receipt of such notice of any such demand, claim,
               action, protest, or other proceeding or litigation, then the
               indemnified party shall retain counsel and conduct the defense of
               such demand, claim, action, protest, or other proceeding or
               litigation as it may in its discretion deem proper, at the cost
               and expense of the indemnifying party. In effecting the
               settlement or compromise of any such proceeding, an indemnified
               party shall act in good faith, shall consult with the
               indemnifying party and shall enter into only such settlement as
               the indemnifying party shall approve (the indemnifying party's
               approval will be implied if it does not respond within ten
               business days of its receipt of the notice of such proposed
               settlement or compromise).

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

     Notwithstanding anything to the contrary contained in this Article III, no
     indemnification shall be required to be made by either party until the
     aggregate amount of all such claims by a party exceeds $5,000.  Once such
     aggregate amount exceeds $5,000, such party shall thereupon be entitled to
     indemnification for all amounts in excess of such $5,000.  In addition, the
     parties shall have no obligations under this Article III for any
     consequential liability, damage or loss the indemnified party may suffer.

                                      -16-
<PAGE>
 
                                   ARTICLE IV
                                   ----------
                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

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

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

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

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

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

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

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

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

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

Section 4.5.   Personal Property.
- -----------    ----------------- 

     Seller owns, and will convey to Purchaser at the Closing, all of Seller's
     right, title and interest to all of the Personal Property free and clear of
     any claims, mortgages, 

                                      -17-
<PAGE>
 
     liens, security interests, pledges or encumbrances thereon of any kind,
     except as may otherwise be set forth in this Agreement and the Exhibits
     hereto.

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

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

     (a)       Seller has no knowledge of any condemnation proceedings pending
               against the Real Property.
             
     (b)       Seller has not entered into any agreement regarding the Real
               Property, and, to Seller's knowledge, neither Seller nor the Real
               Property is subject to any claim, demand, suit, unfiled lien,
               proceeding or litigation of any kind, pending or outstanding, or
               threatened or likely to be made or instituted, which would in any
               way be binding upon Purchaser or its successors or assigns or
               materially affect or limit Purchaser's or its successors' or
               assigns' use and enjoyment of the Real Property or which would
               materially limit or restrict Purchaser's right or ability to
               enter into this Agreement and consummate the sale and purchase
               contemplated hereby.
             
     (c)       Seller has or will have at Closing good and marketable fee simple
               title to the Real Property and, at Closing, will own the Real
               Property outright subject to no mortgage, pledge, lien, security
               interest, lease, charge, encumbrance or conditional sales or
               other title retention agreement except for real property taxes
               not yet due and payable, and easements and rights of way and
               other matters of record which do not materially interfere with
               the current use of the Real Property by Seller or the use of the
               Real Property by Purchaser in a like capacity. Purchaser's sole
               remedy for a breach of the representations and warranties in this
               Section 4.7 shall be to elect not to purchase the Real Property
               as provided in Section 1.10.

                                      -18-
<PAGE>
 
Section 4.7.   Year 2000 Compliance
- ------------   --------------------

     Seller has made and is making inquiries of its software and data processing
     providers with respect to Year 2000 compliance, and is in compliance in all
     material respects with the FFIEC Interagency Statement, "Guidance
     Concerning Institution Due Diligence in Connection with Service Provider
     and Software Vendor Year 2000 Readiness" (March 17, 1998) (the "Interagency
     Statement") and the "Interagency Guidelines Establishing Year 2000
     Standards for Safety and Soundness" (September 29, 1998) (the "Interagency
     Guidelines"), as such requirements apply to the assets transferred and
     liabilities assumed hereunder, or otherwise to the transaction contemplated
     hereby.

Section 4.8.   Reserved.
- -----------    -------- 

Section 4.9.   Proceedings and Information.
- -----------    --------------------------- 

     Except as specifically disclosed on Exhibit 4.9, there are no proceedings,
     actions, claims, suits or liabilities which relate to the Branch Office or
     any of the assets to be purchased by Purchaser hereunder or the liabilities
     to be assumed by Purchaser hereunder with respect to the Branch Office, or
     which are related to the transactions contemplated by this Agreement or
     which question the validity of this Agreement or the transactions
     contemplated hereby; and there are no known Employee disputes or labor
     relations problems with respect to any Branch Office Employees.

Section 4.10.  Reporting and Tax Withholding Documents.
- ------------   --------------------------------------- 

     The Seller, and its subsidiaries, are in compliance in all material
     respects with, and its records contain all information and documents
     (including properly completed IRS Forms W-9) necessary to comply with, all
     applicable information reporting and Tax withholding requirements under
     federal, state, and local tax laws with respect to all assets transferred
     and liabilities assumed by Purchaser hereby, and such records identify with
     specificity all accounts to be transferred to Purchase hereby that are
     subject to backup withholding under Section 3406 of the Internal Revenue
     Code of 1986, as amended.

Section 4.11.  Condition of Property
- ------------   ---------------------

     Except as may be expressly represented or warranted in this Agreement by
     Seller, Seller makes no representations or warranties whatsoever with
     regard to any assets being transferred to Purchaser or any liability or
     obligation being assumed by Purchaser or as to any other matter, or
     transaction.  Except as expressly set forth herein, including, without
     limitation, the provisions of Sections 4.6 and 6.4, the (i) Purchaser is
     purchasing the Real Property and the Personal Property in their existing
     condition "AS IS, WHERE IS, AND WITH ALL FAULTS"; (ii) Seller 

                                      -19-
<PAGE>
 
     has not obligation for any defects or to repair the same; (iii) Seller has
     specifically bargained for the assumption by Purchaser of all
     responsibility to inspect and investigate the Real Property; and (iv) prior
     to the Closing, Purchaser will have undertaken all such physical
     inspections and examinations of the Real Property as Purchaser deems
     necessary or appropriate. The provisions of this Section 4.11 shall not
     relieve Seller of any representations, warranties or obligations expressly
     set forth elsewhere herein, and, to the extent that the provisions of this
     Section 4.11 conflict with any other express provisions of this Agreement,
     such other provisions shall control.

Section 4.12.  Consents and Approvals.
- ------------   ----------------------  

     Except for the regulatory approvals set forth in Section 7.4 of this
     Agreement, no consents or approvals, or filings or registrations with any
     third party or any governmental entity are necessary in connection with
     Seller's consummation of the transactions contemplated by this Agreement
     other than what may be necessary as a result of any facts or circumstances
     relating solely to Purchaser.

Section 4.13.  Limitation of Representations and Warranties.
- ------------   -------------------------------------------- 

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


                                   ARTICLE V
                                   ---------
                  REPRESENTATIONS AND WARRANTIES OF PURCHASER
                  -------------------------------------------

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

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

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

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

     Neither the execution and delivery of this Agreement, nor the consummation
     of the transactions contemplated herein, will violate or conflict with (a)
     the Charter or Bylaws of Purchaser, (b) any material provision of any
     material agreement or any other material restriction of any kind to which
     Purchaser is a party or by which 

                                      -20-
<PAGE>
 
     Purchaser is bound, or (c) any material statute, law, decree, regulation or
     order of any governmental authority, or (d) any material provision which
     will result in a default under, or cause the acceleration of the maturity
     of, any material obligation or loan to which Purchaser is a party.

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

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

Section 5.4.   Enforceable Agreement.
- -----------    --------------------- 

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

Section 5.5.   Proceedings and Information.
- -----------    --------------------------- 

     Except as specifically disclosed on Exhibit 5.5, there are no proceedings,
     actions, claims, suits or liabilities pending, or, to Purchaser's
     knowledge, threatened, which are related to the transactions contemplated
     by this Agreement or which question the validity of this Agreement or the
     transactions contemplated hereby.

Section 5.6.   Consents and Approvals.
- -----------    ---------------------- 

     Except for the regulatory approvals set forth in Section 7.4 of this
     Agreement, no consents or approvals, or filings or registrations with any
     third party or any governmental entity are necessary in connection with
     Purchaser's consummation of the transactions contemplated by this Agreement
     other than what may be necessary as a result of any facts or circumstances
     relating solely to Seller.

Section 5.7.   Financing.
- -----------    --------- 

     Purchaser has sufficient funds available to it to purchase the assets and
     assume the liabilities of the Branch Office in accordance with the
     provisions of this Agreement.

                                      -21-
<PAGE>
 
                                  ARTICLE VI
                                  ----------
           OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE TIME
           --------------------------------------------------------

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

     Seller shall afford to the officers and authorized representatives of
     Purchaser, upon prior notice and subject to Seller's normal security
     requirements, access to the properties, books and records pertaining to the
     Branch Office in order that Purchaser may have full opportunity to make
     reasonable inquiries, at reasonable times, without interfering with the
     normal business and operations of the Branch Office or the affairs of
     Seller relating to the Branch Office.  The officers of Seller shall furnish
     Purchaser with such additional financial and operating data and other
     information as to its business and properties at the Branch Office, or
     where otherwise located, as Purchaser may, from time to time, reasonably
     request and as shall be available, including, without limitation,
     information required for inclusion in all governmental applications
     necessary to effect this transaction.  Nothing in this Section 6.1 shall
     require Seller to breach any obligation of confidentiality or to reveal any
     proprietary information, trade secrets or marketing or strategic plans.
     Records, including depositor information and other files, relating to the
     Deposit Liabilities and/or the transferred assets will be made available
     for review by Purchaser through Closing.  The purpose of this paragraph is
     not to create a condition to closing but merely to facilitate the
     information related to regulatory approvals and the transition to new
     ownership.

     In addition, Seller shall afford to the employees or representatives of
     Purchaser, during normal business hours or at such other times as shall be
     mutually agreed upon by Seller and Purchaser, access to the Branch Office,
     the Employees and the fixtures and equipment at the Branch Office in order
     for Purchaser to begin training the Employees and to begin conversion and
     installation of computer, data processing, communication and other
     equipment.

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

     Seller shall prepare at its expense and make available to Purchaser at
     Seller's data processing center magnetic media records in Seller's field
     format not later than 45 days prior to the anticipated Closing Date and
     further shall make available to Purchaser such records updated as of the
     Closing Date, which records shall contain the information related to the
     items described in Subsections 2.2(b)(6) and (b)(7) above.  Such updated
     records shall be made available at such other times before and after
     Closing as agreed to by the parties.  The Seller shall cooperate, and shall
     direct its third-party processors to cooperate, with the Purchaser and its
     third-party processors to coordinate and complete all necessary data and
     systems conversions in a timely manner.

                                      -22-
<PAGE>
 
Section 6.3.   Applications for Approval to Effect Purchase of Assets and
- -----------    ----------------------------------------------------------
               Assumptions of Liabilities.
               -------------------------- 

     Purchaser shall use its best efforts to prepare and file, as soon as
     practicable and in any event within 30 days from the date hereof, all
     applications required by law with the appropriate regulatory authorities
     for approval to purchase and assume the aforesaid assets and liabilities,
     to establish a branch at the location of the Branch Office, and to effect
     in all other respects the transactions contemplated herein.  Purchaser
     agrees to process such applications diligently and on a priority basis and
     to provide Seller promptly with a copy of such applications as filed
     (except for any confidential portions thereof) and all material notices,
     orders, opinions, correspondence and other documents with respect thereto,
     and to use all reasonable efforts to obtain all necessary regulatory
     approvals promptly.  Seller shall provide such assistance and information
     to Purchaser as shall be reasonably requested by Purchaser to comply with
     the requirements or reasonable requests of the applicable regulatory
     authorities.

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

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

     (a)  Except as expressly provided herein, carry on the business of the
          Branch Office substantially in the same manner as on the date hereof,
          use all reasonable efforts to preserve intact its current business
          organization and preserve its business relationships with depositors,
          customers and others having business relationships with it and whose
          accounts or loans will be retained at the Branch Office; provided,
          however, that Seller will not, advertise or promote new or
          substantially new customer services or products in the market area of
          the Branch Office, except where it deems it necessary to meet
          competition in the market area served by the Branch Office, and except
          that these restrictions shall not restrict general mass mailings,
          telemarketing calls, statement stuffers and other similar
          communications directed generally to current customers of Seller or
          Seller's affiliates, or to the public or newspaper, radio or
          television advertisements of a general nature or otherwise prevent
          Seller from taking such actions as may be required to comply with any
          applicable federal or state laws, rules or regulations;

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

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

                                      -23-
<PAGE>
 
     (d)  not issue any new deposit or loan products at the Branch Office that
          Purchaser will not be able to offer upon and following the Effective
          Time.

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

     For a period of six months after the Effective Time, Seller will not
     specifically target and solicit customers of the Branch Office utilizing
     any customer or mailing list which consists primarily of customers of the
     Branch Office; provided, however, these restrictions shall not restrict
     general mass mailings, telemarketing calls, statement stuffers and other
     similar communications directed generally to current customers of Seller or
     Seller's affiliates, or to the public or newspaper, radio or television
     advertisements of a general nature or otherwise prevent Seller from taking
     such actions as may be required to comply with any applicable federal or
     state laws, rules or regulations.  In addition, these restrictions shall
     not restrict the solicitation of commercial accounts normally established
     and maintained in other than the Branch Office.  For a period of one year
     following the Effective Time, Seller and its affiliates shall not conduct a
     banking business from a banking office that is located within three (3)
     miles of the Branch Office, except that this restriction shall not prohibit
     Seller or its affiliates from operating any banking business obtained
     through acquisition by Seller where the business that is not located within
     three (3) miles of the Branch Office is not a material part of such an
     acquisition by Seller.  Nothing in this Section 6.5 is intended to or shall
     require Seller to disclose any confidential or nonpublic information to
     Purchaser, and if disclosed, such information shall be held by Purchaser
     strictly confidential.

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

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

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

     Purchaser shall be responsible for its own attorneys' and accountants' fees
     and expenses, recording costs, transfer fees, documentary stamps, and other
     expenses it incurs in connection with its purchase of the Branch Office and
     the transactions contemplated hereby. Purchaser shall be responsible for
     the costs of all title examinations and opinions and surveys.  Seller shall
     be responsible for its own attorneys' and accountants' fees and expenses
     related to the transactions contemplated by this Agreement.

                                      -24-
<PAGE>
 
Section 6.8.   Breaches with Third Parties.
- -----------    --------------------------- 

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

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

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

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

     Seller and Purchaser agree that, from the date hereof, neither shall make
     any public announcement or public comment regarding this Agreement or the
     transactions contemplated herein without first consulting with the other
     party hereto and reaching an agreement upon the substance and timing of
     such announcement or comment; provided, this obligation shall not be deemed
     to prohibit any party from making any disclosure that such party deems
     reasonable necessary in order to fulfill such party's (or such party's
     parent corporation's) disclosure obligations under applicable law or
     regulations.

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

     Seller shall comply with all tax reporting obligations in connection with
     transferred assets and liabilities on or before the Effective Time, and
     Purchaser shall comply with all tax and other reporting obligations with
     respect to the holding of transferred assets and liabilities after the
     Effective Time.  The Purchaser does not intend to and shall not hereby
     assume any liability for any failure by the Seller to meet such obligations
     hereunder.

Section 6.12.  Certain Actions.
- ------------   --------------- 

     Seller, and its directors, senior officers and principal shareholders, will
     not solicit, seek, negotiate, or enter into any other agreements,
     arrangements or understandings, whether or not binding, or permit any other
     person or entity to conduct any diligence or other reviews regarding the
     Branch Office, with respect to the sale of the Branch Office, or the sale
     of all or substantially all (25% or more) of any of the Branch Office's
     assets, deposits or business (herein, collectively, a "Sale").

                                      -25-
<PAGE>
 
                                  ARTICLE VII
                                  -----------
                     CONDITIONS TO PURCHASER'S OBLIGATIONS
                     -------------------------------------

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

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

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

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

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

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

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

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

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

        (b)    Such approvals shall not have imposed any condition which is
               materially disadvantageous or burdensome to Purchaser.

                                      -26-
<PAGE>
 
Section 7.5.   No Material Adverse Change.
- -----------                               

     At the Effective Time, there shall have been no material adverse change
     with respect to the Branch Office, individually or collectively, or to the
     Seller.  A "Material Adverse Change" shall be defined as an event, change
     or occurrence which, individually, or together with any other event, change
     or occurrence, has a material adverse effect on (i) the financial position,
     business, or results or operations of the Branch Office, or (ii) the
     ability of Seller or the Branch Office to perform their respective
     obligations under this Agreement, but shall not include any loss of
     Employees, deposits or customers of the Branch Office in connection with
     the transactions contemplated hereby; provided, however, that a Material
     Adverse Change shall be deemed to occur if, at the time of Closing, either
     of the following occurs: (i) the Branch Office does not employ at least one
     (1) customer service representative and at least one (1) teller, each of
     whom have been employed in such capacity at the Branch Office for a
     successive period of at least three months, or (ii) the closing balance of
     the deposit accounts (including accrued but unpaid interest), including
     Individual Retirement Accounts, at the Branch Office on the business date
     immediately preceding the date of Closing is less than 66.6% of the closing
     balance of the deposit accounts (including accrued but unpaid interest),
     including Individual Retirement Accounts, at the Branch Office on the
     business date immediately preceding the date hereof.


                                 ARTICLE VIII
                                 ------------
                      CONDITIONS TO SELLER'S OBLIGATIONS
                      ----------------------------------

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

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

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

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

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

                                      -27-
<PAGE>
 
Section 8.3.   No Adverse Proceedings.
- -----------    ---------------------- 

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

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

        (a)    Purchaser shall have received from the appropriate regulatory
               authorities all regulatory approvals required by law to purchase
               and assume the assets and liabilities, to establish branches at
               the locations of the Branch Office, and to effect in all other
               respects the transactions contemplated herein, all waiting
               periods required by law to pass shall have passed, no actions,
               suits, protests or other proceedings to enjoin, restrain,
               prohibit or invalidate such transactions shall have been
               instituted or threatened, and all conditions of any regulatory
               approval shall have been met.

        (b)    Such approvals shall not have imposed any condition which is
               materially disadvantageous or burdensome to Seller.


                                  ARTICLE IX
                                  ----------
                                  TERMINATION
                                  -----------

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

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

        (a)    by either Purchaser or Seller, in writing 5 days in advance of
               such termination, if the Closing has not occurred by September 1,
               1999;

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

        (c)    by Purchaser in writing if the conditions set forth in Article
               VII of this Agreement shall not have been met by Seller or waived
               in writing by Purchaser within 15 days following the date of all
               approvals by regulatory agencies and after all statutory waiting
               periods have expired, and in no event later than September 1,
               1999;

        (d)    by Seller in writing if the conditions set forth in Article VIII
               of this Agreement shall not have been met by Purchaser or waived
               in writing by Seller within 15 days following the date of all
               approvals by regulatory agencies and after all statutory waiting
               periods have expired, and in no event later than September 1,
               1999;

                                      -28-
<PAGE>
 
        (e)    at any time on or prior to the Effective Time, by Purchaser or
               Seller in writing, if the other shall have been in breach of any
               representation and warranty in any material respect (as if such
               representation and warranty had been made on and as of the date
               hereof and on the date of the notice of breach referred to
               below), or in breach of any covenant, undertaking or obligation
               contained herein, and such breach has not been cured by the
               earlier of 30 days after the giving of notice to the breaching
               party of such breach or the Effective Time.

        (f)    by Seller in writing at any time after any applicable regulatory
               authority has denied by final action any application of Purchaser
               for approval of the transactions contemplated herein, or in the
               event of any action, suit, protest or proceeding (excluding any
               third-party protests that do not name Seller or affect Seller's
               operations) that seeks to delay, limit or prohibit the
               transactions contemplated herein.

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

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

        If this Agreement is terminated as provided herein,
  
        (a)    each party will return all documents, work papers and other
               materials of the other party, including photocopies or other
               duplications thereof, relating to this transaction, whether
               obtained before or after the execution hereof, to the party
               furnishing the same; and

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

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

        Should the transactions contemplated herein not be consummated because
        of a party's willful and intentional breach of its representations,
        warranties and covenants set forth in this Agreement, in addition to
        such damages as may be recoverable in law or equity, the other party
        shall be entitled to recover from the breaching party upon demand,
        itemization and documentation, its reasonable 

                                      -29-
<PAGE>
 
        outside legal, accounting, consulting and other out-of-pocket expenses,
        in an amount up to, but not to exceed, $25,000.


                                   ARTICLE X
                                   ---------
                            MISCELLANEOUS PROVISIONS
                            ------------------------

Section 10.1.  Amendment and Modification.
- ------------   -------------------------- 

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

Section 10.2.  Waiver or Extension.
- ------------   ------------------- 

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

Section 10.3.  Assignment.
- ------------   ---------- 

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

Section 10.4.  Confidentiality.
- ------------   --------------- 

     Seller and Purchaser covenant and agree that all information received by
     either of them with respect to the business of the other is subject to the
     confidentiality provisions (the "Confidentiality Provisions") set forth in
     a Letter of Intent between Seller and Purchaser, dated as of March 1, 1999,
     and shall not at any time be used for any business purpose or disclosed by
     such party to third persons.  This covenant and the Confidentiality
     Provisions shall survive in full force and effect the consummation of the
     transactions contemplated herein or the earlier termination of this
     Agreement.

                                      -30-
<PAGE>
 
Section 10.5.  Addresses for Notices, Etc.
- ------------   -------------------------- 

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

     If to Seller:    Charles M. Buckner
                      Group President
                      Tucker Federal Bank
                      2355 Main Street
                      Tucker, Georgia  300084
                      Facsimile:  (770) 908-6634

     with a copy to:  David M. Calhoun
                      Long Aldridge & Norman LLP
                      Suite 5300, SunTrust Plaza
                      303 Peachtree Street, N.E.
                      Atlanta, Georgia  30308
                      Facsimile:  (404) 527-4198
 
                      If to Purchaser:  J. Donald Boggus, Jr.
                      Crescent Bank & Trust Company
                      251 Highway 515
                      Jasper, Georgia  30143
                      Facsimile:  (706) 692-6820

     with a copy to:  Ralph F. MacDonald, III
                      Alston & Bird LLP
                      One Atlantic Center
                      1201 West Peachtree Street
                      Atlanta, Georgia  30309-3424
                      Facsimile:  (404) 881-4777

     or, as to each party, at such other address as shall be designated by such
     party in a written notice to the other party complying as to delivery with
     the terms of this Section 10.5.

Section 10.6.  Counterparts.
- ------------   ------------ 

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

                                      -31-
<PAGE>
 
Section 10.7.  Headings.
- ------------   -------- 

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

Section 10.8.  Governing Law.
- ------------   ------------- 

     This Agreement shall be governed by, and construed in accordance with, the
     laws of the State of Georgia.

Section 10.9.  Expenses.
- ------------   -------- 

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

Section 10.10. Time is of the Essence.
- -------------  ---------------------- 

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

Section 10.11. Cover, Index and Headings, Etc.
- -------------  ------------------------------ 

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

                                      -32-
<PAGE>
 
Section 10.12. Broker, Finder, and Investment Banker Fees.
- -------------  ------------------------------------------ 

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

Section 10.13. Office Space.
- -------------  ------------ 

     Seller shall provide, at no cost to Purchaser, pending the Closing, such
     office space at the Branch Office as the Purchaser may reasonably request.

Section 10.14. Severability.
- -------------  ------------ 

     If any provision of this Agreement is invalid or unenforceable, it shall be
     adjusted so as to be enforceable to the fullest extent permitted by
     applicable law.  Notwithstanding the foregoing, if any provision of this
     Agreement is invalid or unenforceable, the balance of this Agreement shall
     remain in effect.

Section 10.15. No Third Party Beneficiaries.
- -------------  ---------------------------- 

     Nothing in this Agreement, express or implied, including, without
     limitation, Section 1.6, is intended to or shall be construed to confer
     upon or give to any person not a party hereto any rights or remedies
     hereunder, whether as a third party beneficiary or otherwise.

Section 10.16. Entire Agreement.
- -------------  ---------------- 

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

                           [Signatures on next page]

                                      -33-
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers as of the date first written
above.


                              TUCKER FEDERAL BANK


                              By:    /s/ Charles M. Buckner
                                     ----------------------------------
                                     Name:   Charles M. Buckner
                                     Title:  Group President


                              CRESCENT BANK & TRUST COMPANY


                              By:    /s/ J. Donald Boggus, Jr.
                                     ----------------------------------
                                     Name:   J. Donald Boggus, Jr.
                                     Title:  President and
                                     Chief   Executive Officer

                                      -34-
<PAGE>
 
                                 Exhibit 1.1(b)

                                Excluded Assets


                                [TO BE PROVIDED]
<PAGE>
 
                                 Exhibit 1.3(b)

                          Certificates of Deposit Not
                              Assumed by Purchaser

                               [TO BE PROVIDED]


<PAGE>
 
                               Exhibit 2.2(b)(2)

                                 Bill of Sale

     THIS BILL OF SALE is dated this ___ day of ______, 1999, by Tucker Federal
Bank, a savings association organized and existing under the laws of the United
States ("Seller").

                              W I T N E S S E T H:
                              ------------------- 

     WHEREAS, Seller and Crescent Bank & Trust Company, a bank organized and
existing under the laws of the State of Georgia, ("Purchaser") have entered into
a Branch Purchase and Assumption Agreement dated as of __________, 1999, (the
"Agreement").  All capitalized terms used herein but not defined shall have the
meanings ascribed to them by the Agreement;

     WHEREAS, the Agreement provides, among other things, for the sale by Seller
to Purchaser of the Assets of the Branch Office;

     NOW, THEREFORE, Seller, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, does hereby grant, sell, convey
and deliver to Purchaser, and Purchaser's successors and assigns, to have and
hold forever, all of Seller's right, title and interest in and to the Assets;
and

     FURTHER, Seller grants, sells, conveys and delivers unto Purchaser all of
the Assets subject to the representations, warranties and covenants made by
Seller under the Agreement, and all such representations, warranties and
covenants in the Agreement are fully incorporated herein as if such
representations, warranties and covenants were fully set forth herein.
<PAGE>
 
     IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed
by its duly authorized officers and its corporate seal to be affixed hereto, all
as of the day and year first above written.

                                    TUCKER FEDERAL BANK (SELLER)
 
[SEAL]
                                    By:
                                        ------------------------------------
                                        Name:  Charles M. Buckner
                                        Title: Group President
ATTEST:
 
 
By:
    ------------------------------
    Name:
    Title:

Signed, sealed and delivered on
this _____ day of ___________, 1999,
in the presence of:


- -------------------------------------
Notary Public
My Commission Expires: ______________

[NOTARY SEAL]

                                      -2-
<PAGE>
 
                               Exhibit 2.2(b)(3)

                      Assignment and Assumption Agreement

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into this ______ day of
______________, 1999, by and between Tucker Federal Bank, a savings association,
organized and existing under the laws of the United States ("Seller"), and
Crescent Bank & Trust Company, a bank organized and existing under the laws of
the State of Georgia ("Purchaser").

                              W I T N E S S E T H:
                              ------------------- 

     WHEREAS, Seller and Purchaser have entered into a Branch Purchase and
Assumption Agreement, dated as of ________________, 1999, (the "Agreement").
All capitalized terms used herein but not defined shall have the meanings
ascribed to them by the Agreement;

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt of which is hereby acknowledged by Seller
and Purchaser, Seller hereby assigns, transfers and sets over to Purchaser all
of Seller's rights and interest to, and Purchaser does hereby assume all of
Seller's liabilities and obligations in connection with, the Assets, the Leased
Equipment, the Safe Deposit Contracts and the Deposit Liabilities, in each case
subject to the exclusions and provisions set forth in the Agreement.

     This Assignment and Assumption Agreement shall be binding upon, and shall
inure to the benefit of, Seller, Purchaser, and each of their successors and
assigns and shall be subject to the terms and conditions of the Agreement.  In
the event of a conflict between any of the terms and provisions hereof and the
Agreement, the Agreement shall be deemed to control.

     This Assignment and Assumption Agreement, and the rights and obligations of
the parties hereunder, shall be governed by and construed in accordance with the
laws of the State of Georgia.
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their duly authorized officers and their
corporate seals to be affixed hereto, all as of the day and year first above
written.

                                         TUCKER FEDERAL BANK
                                         (SELLER)
[SEAL]
 
                                         By:
                                             --------------------------------
                                             Name:  Charles M. Buckner
                                             Title: Group President
ATTEST:
 
 
By:
     --------------------------------
     Name:
     Title:
 
 
                                        CRESCENT BANK & TRUST COMPANY
                                        (PURCHASER)
[SEAL]
 
                                        By:
                                            ---------------------------------
                                            Name:  J. Donald Boggus, Jr.
                                            Title: President
ATTEST:
 
 
By:
     ---------------------------------
     Name:
     Title:

Signed, sealed and delivered on
this _____ day of ___________, 1999,
in the presence of:


- -------------------------------------
Notary Public
My Commission Expires: ______________

[NOTARY SEAL]

                                      -2-
<PAGE>
 
                               Exhibit 2.2(b)(14)

                               Closing Statement

           (Pre-Closing Balance Sheet as of ______________, 1999)/1/

Cash due Purchaser for:

     Deposit liabilities (including
     accrued but unpaid interest)                 $
                                                   --------------------

     Total Cash due Purchaser                     $
                                                   --------------------

Cash due Seller for:

     Net Book Value of
     Real Property and Personal Property          $
                                                   --------------------

     Coins and currency (face amount)             $
                                                   --------------------

     Pro rata adjustment for real and
     personal property taxes and
     other expenses                               $
                                                   --------------------

     Deposit Premium                              $
                                                   --------------------

     Total Cash due Seller                        $
                                                   --------------------

     Net cash due Purchaser (Seller)              $
                                                   --------------------

     Seller hereby approves the Closing Statement and acknowledges receipt of
the total cash due Seller.  Purchaser hereby approves the Closing Statement,
acknowledges receipt of the net cash due Purchaser and assumes liability for
payment of all taxes and other expenses as provided for in the Branch Purchase
and Assumption Agreement between Seller and Purchaser dated as of ___________,
1999 (the "Agreement").  Seller and Purchaser agree to make subsequent
adjustments to the extent necessary in accordance with Section 2.3 of the
Agreement.

- --------------------------
/1/   Amounts paid at Closing shall be subject to subsequent adjustment based on
the Post-Closing Balance Sheet.
<PAGE>
 
Accepted and agreed, this _______ day of __________, 1999.


                                      TUCKER FEDERAL BANK
                                      (SELLER)
[SEAL]
 
                                      By:
                                          --------------------------------
                                          Name:  Charles M. Buckner
                                          Title: Group President
ATTEST:
 
 
By:
   ---------------------------
   Name:
   Title:
 
 
                                      CRESCENT BANK & TRUST COMPANY
                                      (PURCHASER)
[SEAL]
 
                                      By:
                                          --------------------------------
                                          Name:  J. Donald Boggus, Jr.
                                          Title: President
ATTEST:
 
 
By:
   -------------------------------
   Name:
   Title:

                                      -2-
<PAGE>
 
                                  Exhibit 4.9

                      Proceedings and Information - Seller

     None.
<PAGE>
 
                                  Exhibit 5.5

                    Proceedings and Information - Purchaser

     None.

<PAGE>
 
PRESS RELEASE
April 23, 1999

Contact:   Michele Walters, Crescent Bank and Trust (706) 692-2424
           Charles Buckner, Eagle Bancshares, Inc (770) 621-6294
 


                           CRESCENT BANKING COMPANY
P.O. Box 668, 251 Hwy 515, Jasper, GA 30143,(706) 692-2424, (800) 872-7941, 
                              Fax (706) 692-6820
     _____________________________________________________________________

                            CRESCENT BANKING COMPANY
                      AGREES TO ACQUIRE TOWNE LAKE BRANCH
                             OF TUCKER FEDERAL BANK
                                        
     Crescent Banking Company and Eagle Bancshares, Inc. announced that
Crescent's wholly owned banking subsidiary, Crescent Bank & Trust Company will
acquire the branch and related deposits located at 4475 Towne Lake Parkway,
Woodstock, Georgia from Tucker Federal Bank, the largest subsidiary of Eagle
Bancshares, Inc.   The transaction is subject to regulatory approval and is
expected to close within 75 days.  Until then, both parties emphasize that the
branch will continue to conduct business as usual with the same hours of
operation.  At March 31, 1999, the branch had approximately $13.6 million of
deposits.  Crescent Bank has agreed to pay a 6.0% premium for the branch's
deposits.

     "We have a continued commitment to serve the customers of the Towne Lake
branch and to provide a smooth transition as they begin their relationship with
Crescent Bank and Trust," stated Richard B. Inman, Jr., president and CEO of
Tucker Federal Bank.

     Crescent Bank currently has two branch locations in Pickens County, Georgia
and one branch in Bartow County, Georgia.  In addition, Crescent Bank opened a
Loan Production Office in Canton, Georgia in February 1999.  Crescent Bank
expects to convert the Loan Production Office to a full service branch during
1999.

     Don Boggus, Jr., President and Chief Executive Officer of Crescent Bank,
said, "Cherokee County is a good business expansion for Crescent Bank.  The
purchase of the Towne Lake branch accelerates our activities in Cherokee County.
We believe that our Cherokee presence will serve the needs of many local
residents who have traditionally banked with larger regional and national banks
that lack a community focus.  In addition, we feel the expansion into the
Cherokee County market will continue to enhance shareholder value.  We welcome
the opportunity to serve the customers of the Towne Lake branch and other
residents of Cherokee County with our outstanding array of services.  The
employees of the branch will become Crescent Bank employees, and will continue
to serve customers at the branch."

     Crescent Banking Company is a bank holding company located in Jasper,
Georgia with assets of approximately $214 million.  The Company's common stock
is listed for quotation on the Nasdaq SmallCap Market under the symbol "CSNT".

     Eagle Bancshares, Inc. is a unitary thrift holding company located in
Tucker, Georgia whose common stock is listed on the Nasdaq National Market under
the symbol "EBSI".


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