SNB BANCSHARES INC, DEF 14A, 1997-04-09

SNB BANCSHARES INC
DEF 14A, 1997-04-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

SNB BANCSHARES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No Filing Fee Required.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

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SNB BANCSHARES, INC.

700 Walnut Street
P. O. Box 4748
Macon, Georgia 31208
(912) 722-6217

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of SNB Bancshares, Inc. ("Bancshares") will be held at the Macon
Centreplex, 200 Coliseum Drive, Macon, Georgia 31201, on Tuesday, April 22, 1997
at 6:00 P.M., local time, for the following purposes:

1. Elect three (3) Class III directors.
-----------------------------------
To elect three (3) Class III directors to serve for a five (5) year term
expiring at the 2002 Annual Meeting or until their successors are duly
elected and qualified.

2. Ratify appointment of independent accountants.
---------------------------------------------
To ratify the appointment of McNair, McLemore, Middlebrooks & Co. as
independent accountants for the year ended December 31, 1997.

3. Other business.
--------------
To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.

Only shareholders of record at the close of business on February 28, 1997 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. All shareholders, whether or not they expect to attend the Annual
Meeting in person, are requested to complete, date, sign and return the enclosed
two page blue form of Proxy in the accompanying envelope.

By Order of The Board of Directors,

/s/ Shirley D. Jackson
----------------------
Macon, Georgia Shirley D. Jackson
April 11, 1997 Secretary

PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY EXECUTE AND RETURN
THE ENCLOSED BLUE PROXY FORM IN THE ACCOMPANYING POSTAGE PAID ENVELOPE. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY FORM AND VOTE IN PERSON IF
YOU SO DESIRE.

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SNB BANCSHARES, INC.

700 Walnut Street
P.O. Box 4748
Macon, Georgia 31208
(912) 722-6217

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
APRIL 22, 1997

This Proxy Statement is furnished to the shareholders of SNB Bancshares, Inc.
("Bancshares") in connection with the solicitation of proxies by the Board of
Directors of Bancshares to be voted at the 1997 Annual Meeting of Shareholders
and at any adjournments thereof (the "Annual Meeting"). The Annual Meeting will
be held on Tuesday, April 22, 1997 at the Macon Centreplex, 200 Coliseum Drive,
Macon, Georgia 31201, at 6:00 P.M., local time.

The approximate date on which this Proxy Statement and the accompanying proxy
form are first being sent or given to stockholders is April 11, 1997.

VOTING

GENERAL

The securities which can be voted at the Annual Meeting consist of common stock
(the "Common Stock") of Bancshares, $1.00 par value per share, which constitutes
its only class of voting securities, with each share entitling its owner to one
vote on each matter submitted to the shareholders. The record date for
determining the holders of Common Stock who are entitled to notice of and to
vote at the Annual Meeting is February 28, 1997. On the record date, 1,684,560
shares of Common Stock, held by 538 shareholders, were outstanding and eligible
to be voted at the Annual Meeting.

QUORUM AND VOTING REQUIRED

The presence, in person or by proxy, of the holders of more than one half of the
shares outstanding and entitled to vote shall constitute a quorum at the Annual
Meeting. Each of the two (2) proposals to be considered at the Annual Meeting
and described in this Proxy Statement must be approved by an affirmative vote of
not less than a majority of the shares voted at the Annual Meeting. Each share
is entitled to one vote on each of the two (2) proposals.

As of December 31, 1996, Bancshares had 1,654,852 outstanding shares of $1.00
par value common stock. During January and February, 1997, 29,708 additional
shares of Common Stock were issued by Bancshares in connection with the
completion of a stock offering which commenced on September 30, 1996. The total
number of shares of Bancshares $1.00 par value Common Stock was 1,684,560 as of
February 28, 1997.

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The management of Bancshares believes that a total of 706,472 shares
held by Bancshares' directors, executive officers and their related interests,
constituting 41.9% of the currently outstanding 1,684,560 shares of Common Stock
entitled to vote at the Annual Meeting, will be voted in favor of each of the
proposed actions. If all such shares are voted as anticipated, the affirmative
vote of the holders of only 135,809 additional shares, constituting
approximately 8.1% of the outstanding Common Stock, will be required to assure
the approval of each of the proposed actions requiring a majority vote.

PROXIES

All properly executed proxy forms delivered pursuant to this solicitation and
not revoked will be voted at the Annual Meeting in accordance with the
directions given. In voting by proxy with regard to the election of directors,
shareholders may vote in favor of all nominees, withhold their votes as to all
nominees, or withhold their votes as to specific nominees. With regard to the
proposal to ratify the appointment of independent accountants, shareholders may
vote in favor of the proposal or against the proposal, or may abstain from
voting. Shareholders should specify their choices on the accompanying blue proxy
form.

IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED
UPON, THE SHARES REPRESENTED BY A SIGNED PROXY FORM WILL BE VOTED "FOR" EACH OF
THE PROPOSALS LISTED ON THE PROXY FORM If any other matters properly come before
the Annual Meeting, the persons named as proxies will vote upon such matters
according to their judgment.

All proxy forms delivered pursuant to this solicitation are revocable at any
time at the option of the persons executing them by giving written notice to
Shirley D. Jackson, Secretary of the Board of Directors of SNB Bancshares, Inc.,
700 Walnut Street, P. O. Box 4748, Macon, Georgia 31208, by delivering a later
dated proxy form, or by appearing at the meeting and requesting the right to
vote in person at the Annual Meeting, without compliance with any other
formalities.

All expenses incurred in connection with the solicitation of proxies will be
borne by Bancshares. Such costs include charges by brokers, fiduciaries and
custodians for forwarding proxy materials to beneficial owners of stock held in
their names. Other expenses include the cost of preparing, printing and mailing
or delivering proxy materials. The solicitation of proxies will be undertaken by
mail, telephone and personal contact by directors, officers and employees of
Bancshares without additional compensation.

The principal executive offices of Bancshares are located at 700 Walnut Street,
Macon, Georgia 31201, and the telephone number at that address is (912) 722-
6217.

PRINCIPAL SHAREHOLDERS

The following table shows all persons known to the Board of Directors of
Bancshares to be the beneficial owner of more than five percent (5%) of
Bancshares' voting securities as of February 28, 1997.

<TABLE>
<CAPTION>
Percent of Class
Amount and Nature Outstanding
Name and Address of Beneficial ----------------
of Beneficial Owner Ownership (1) (2) (3)
- ------------------- ----------------- ----------------
<S> <C> <C>
Robert T. Mullis 130,365(4) 7.74% 6.53%
Macon, Georgia
</TABLE>

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<PAGE>

(1) Beneficial ownership is determined in accordance with Item 403 of
Regulation S-B of the Securities and Exchange Commission, and includes all
shares which the listed individual has the right to acquire within sixty (60)
days pursuant to options or warrants. Bancshares has relied upon information
contained in statements filed with the Securities and Exchange Commission under
Section 13(d) or 13(g) of the Exchange Act concerning beneficial ownership.

(2) For percentage of class calculations in Column (2), percentage of
beneficial ownership is determined based on the 1,684,560 shares of Bancshares'
Common Stock issued and outstanding at February 28, 1997, which includes a
restatement for the 20% stock split effected as a dividend on March 20, 1995 and
the 100% stock split effected as a dividend on June 1, 1996, but without regard
to the existence of outstanding stock warrants and options as described below.

(3) For percentage of class calculations included in Column (3), the issuance
of all outstanding warrants of Bancshares' Common Stock are treated as if issued
and outstanding. In connection with its original stock offering, the Bank issued
warrants to purchase common stock to its organizers, interim directors and
initial executive officers (the "Founders Warrants"). Each warrant originally
entitled the owner to purchase one share of Bank stock at the exercise price of
$10 per share until the warrant expires. By virtue of the formation of
Bancshares in 1994, the Founders Warrants were transformed into entitlements to
purchase equal amounts of Bancshares stock. All Founders Warrants issued expire
in November, 1998. Due to subsequent stock splits and the exercise of 49,200
warrants during 1996, there are currently 310,560 warrants granted, outstanding
and eligible to be exercised at an adjusted price of $4.167 per share.

At the 1996 Annual Meeting of Shareholders, the SNB Bancshares, Inc. 1996
Incentive Stock Option Plan was approved by a majority vote of the shareholders.
Under this option plan, up to 65,000 shares, as adjusted for stock splits, were
made available for grants to officers and key individuals of Bancshares by the
Board of Directors. On May 2, 1996, 50,000 shares were granted under the plan,
all of which were unexercised and oustanding as of February 28, 1997. Of the
50,000 option shares granted, 45,000 shares are held by executive officers of
Bancshares and 5,000 shares are held by a non-executive officer of the Bank. No
option shares are exercisable within sixty (60) days of February 28, 1997, and
thus no option shares are included as if exercised for the percentage
calculations in Column (3) above.

(4) Includes 105,648 shares held directly by Mr. Mullis; 6,912 shares held by a
broker as custodian for Mr. Mullis; 4,869 shares held jointly with Michael C.
Griffin; and 12,936 shares for which Mr. Mullis holds a power of attorney.
Mr. Mullis disclaims beneficial ownership for the shares held jointly with
Mr. Griffin and the shares for which he holds a power of attorney.

Additional information about Mr. Mullis, who is a director of Bancshares and the
company's 100% owned subsidiary, Security National Bank (the "Bank"), is set
forth in various sections of these proxy materials.

Based on the calculation methods described above, no other shareholder of
Bancshares is known to be the beneficial owner of 5% or more of the issued and
outstanding Common Stock of Bancshares as of February 28, 1997, nor has any
other shareholder not listed above owned or controlled 5% or more of the Common
Stock at any other time during the fiscal year ended December 31, 1996 under the
same calculation methods.

According to information provided to management by the group, the twenty-one
(21) directors and executive officers of Bancshares, as a group, beneficially
owned, directly or indirectly, a total

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of 706,472 shares, or 41.9%, of the 1,684,560 issued and outstanding shares of
Common Stock of Bancshares as of February 28, 1997. These 706,472 shares are
entitled to vote at the Annual Meeting.

The twenty-one (21) directors and executive officers of Bancshares, and certain
transferees who have purchased warrants from the organizers, as a group, hold
310,560 outstanding and unexercised Founders Warrants, each of which entitles
the owner to purchase one share of Common Stock of Bancshares at the exercise
price of $4.167 per share until the warrant expires in November, 1998. These
unexercised Founders Warrants do not entitle the owners to any additional voting
privileges at the Annual Meeting.

CHANGE IN CONTROL

The directors and management of Bancshares are aware of no change in a
controlling ownership interest in the shares of the Common Stock of Bancshares
which may have occurred since its formation in September, 1994, nor are the
directors and Bancshares' management aware of any arrangements, including any
pledge by any person of securities of Bancshares, which may at a subsequent date
result in a change in control of Bancshares.

PROPOSAL 1 - ELECT THREE (3) CLASS III DIRECTORS

Number and Classification of Directors

In accordance with the vote of shareholders taken at Bancshares' 1996 Annual
Meeting, the number of members of Bancshares' Board of Directors was set at
eighteen (18). Bancshares' Board of Directors is currently comprised of eighteen
(18) members. The eighteen (18) members who comprise Bancshares' Board of
Directors are divided into five (5) classes of directors: Class I directors,
Class II directors, Class III directors, Class IV directors and Class V
directors, with each of such Classes of directors serving staggered five (5)
year terms.

Based on votes taken at previous Bancshares' Annual Meetings, there are
currently four (4) Class I directors whose terms expire at Bancshares' 2000
Annual Meeting; four (4) Class II directors whose terms expire at Bancshares'
2001 Annual Meeting; three (3) Class III directors whose terms expire at
Bancshares' 1997 Annual Meeting; four (4) Class IV directors whose terms expire
at Bancshares' 1998 Annual Meeting; and three (3) Class V directors whose terms
expire at Bancshares' 1999 Annual Meeting.

Given the division of Bancshares' Board of Directors into five (5) classes, in
the event the shareholders desire to change Bancshares' Board of Directors, at
least three (3) Annual Meetings of Shareholders would be required for the
shareholders to replace a majority of the members of the Board.

Nominees for Class III Directors

The Board of Directors has nominated James W. Kinman, Robert T. Mullis and
Sydney J. Pyles to serve as Class III directors until the Annual Meeting of
Shareholders in the year 2002 or until their respective successors are duly
elected and qualified. Proxies cannot be voted at the 1997 Annual Meeting for a
greater number of persons than the number of nominees named. Two of the three
nominees, Mr. Mullis and Mr. Pyles, were original directors of Bancshares upon

5
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its formation in 1994. These two nominees have also served as original
organizers and directors of the Bank prior to the formation of Bancshares,
having been elected at the first Bank meeting of shareholders on October 13,
1988. Mr. Kinman was elected as a Class III director of Bancshares by the
Bancshares Board of Directors at its January 10, 1996 meeting to serve until
this Annual Meeting of Shareholders. Mr. Kinman's election as a Class III
director was confirmed by a vote of the shareholders at the 1996 Bancshares'
Annual Meeting.

All nominees have consented to serve the Class III five (5) year term if re-
elected. If any of the nominees should be unavailable to serve for any reason,
which is not anticipated, the persons named as proxies will vote the shares
represented by all valid proxy forms for substitute nominees of the Board of
Directors, or to allow the vacancies created thereby to remain open until filled
by the Board, as the Board of Directors recommends.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSAL TO ELECT THE THREE (3) NOMINEES SET FORTH HEREIN AS CLASS III DIRECTORS
OF BANCSHARES.

The following table sets forth certain information as of February 28, 1997, to
the best of management's knowledge, on each of the three (3) nominess for
election as Class III directors of Bancshares, and the remaining directors who
will continue to serve on Bancshares' Board of Directors, including his name,
director classification, age, positions held, length of service as a director of
Bancshares (or the Bank prior to Bancshares' formation), and the number of
shares of Bancshares' Common Stock beneficially owned. Unless otherwise noted
below, each nominee listed in the table has sole voting and sole investment
power with respect to the shares listed in the table.

<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Owned
Year Number of Shares &
Director First Percent of Class (1)
Classi- Position(s) Elected --------------------
Name & Address fication Age Held Director (2) (3)
- -------------- --------- --- ----------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Allen I 70 Director & 1988 28,800 52,800 (4)
Macon, Georgia Vice Chm, 1.71% 2.65%
Bancshares
& Bank

Alford C. Bridges I 58 Director, 1988 48,960 48,960
Macon, Georgia Bancshares 2.91% 2.45%
& Bank

William P. Brooks, M.D. II 53 Director, 1988 38,640 59,040 (5)
Macon, Georgia Bancshares 2.29% 2.96%
& Bank

Lee R. Greene, Jr. II 76 Director, 1988 17,280 31,680 (6)
Macon, Georgia Bancshares 1.03% 1.59%
& Bank
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Owned
Year Number of Shares &
Director First Percent of Class (1)
Classi- Position(s) Elected --------------------
Name & Address fication Age Held Director (2) (3)
- -------------- --------- --- ----------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Benjamin W. Griffith, III II 44 Director, 1988 57,772 75,772 (7)
Macon, Georgia Bancshares 3.43% 3.80%
& Bank

Robert C. Ham I 67 Chairman 1988 19,200 67,200 (8)
Macon, Georgia of Board of 1.14% 3.37%
Directors,
Bancshares
& Bank

James W. Kinman III 67 Director, 1996 16,752 16,752 (9)
Macon, Georgia Bancshares 0.99% 0.84%
& Bank

Robert T. Mullis III 54 Director, 1988 130,365 130,365 (10)
Macon, Georgia Bancshares 7.74% 6.53%
& Bank

Ben G. Porter IV 63 Director, 1996 55,800 55,800
Macon, Georgia Bancshares 3.31% 2.80%
& Bank

Sydney J. Pyles III 68 Director, 1988 28,800 52,800 (11)
Macon, Georgia Bancshares 1.71% 2.65%
& Bank

John F. Rogers, Jr. V 67 Director, 1996 28,459 28,459 (12)
Macon, Georgia Bancshares 1.69% 1.43%
& Bank

Charles W. Selby, Sr. IV 68 Director, 1988 29,400 48,600 (13)
Macon, Georgia Bancshares 1.75% 2.44%
& Bank

Frank M. Shepherd, Jr. IV 56 Director, 1988 35,054 66,086 (14)
Irwinton, Georgia Bancshares 2.08% 3.31%
& Bank

Chris R. Sheridan, Jr. I 47 Director, 1996 48,900 48,900 (15)
Macon, Georgia Bancshares 2.90% 2.45%
& Bank

Joe E. Timberlake, III IV 56 Director, 1988 52,602 83,802 (16)
Macon, Georgia Bancshares 3.12% 4.20%
& Bank
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Owned
Year Number of Shares &
Director First Percent of Class (1)
Classi- Position(s) Elected --------------------
Name & Address fication Age Held Director (2) (3)
- -------------- --------- --- ----------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
H. Averett Walker II 43 Director, 1996 22,368 22,368 (17)
Macon, Georgia President 1.33% 1.12%
& CEO,
Bancshares
& Bank

Frank G. Wall, Jr. V 63 Director, 1988 25,200 46,200 (18)
McIntyre, Georgia Bancshares 1.50% 2.32%
& Bank

Richard W. White, Jr. V 43 Director, 1988 17,520 30,120 (19)
Macon, Georgia Bancshares 1.04% 1.51%
& Bank
------- -------
Total Number of Shares Beneficially Owned 701,872 965,704
======= =======
Total Percent of Class Beneficially Owned 41.67% 48.40%
======= =======
</TABLE>

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<PAGE>

of Bancshares by the Board of Directors. On May 2, 1996, 50,000 shares were
granted under the plan, all of which were unexercised and oustanding as of
February 28, 1997. Of the 50,000 option shares granted, 45,000 shares are held
by executive officers of Bancshares and 5,000 shares are held by a non-executive
officer of the Bank. No option shares are exercisable within sixty (60) days of
February 28, 1997, and thus no option shares are included as if exercised for
the percentage calculations in Column (3) above.

(4) Includes 24,000 unexercised Founders Warrants.

(5) Includes 20,400 unexercised Founders Warrants; 14,400 shares held by a
broker for Dr. Brooks' IRA account; and 24,240 shares held by a broker for
Dr. Brooks and his minor children.

(6) Includes 14,400 unexercised Founders Warrants.

(7) Includes 18,000 unexercised Founders Warrants; and 11,260 shares held by a
broker as custodian for Mr. Griffith.

(8) Includes 48,000 unexercised Founders Warrants; and 1,200 shares held by
Robert C. Ham as trustee for a family member.

(9) Includes 5,580 shares held by Mr. Kinman's wife.

(10) Includes 105,648 shares held directly by Mr. Mullis; 6,912 shares held by a
broker as custodian for Mr. Mullis; 4,869 shares held jointly with Michael C.
Griffin; and 12,936 shares for which Mr. Mullis holds a power of attorney. Mr.
Mullis disclaims beneficial ownership for the shares held jointly with Mr.
Griffin and the shares for which he holds a power of attorney.

(11) Includes 24,000 unexercised Founders Warrants; and 21,600 shares held by a
broker for Mr. Pyles' account in the Sydney J. Pyles Plumbing and Heating
Company Profit Sharing Plan.

(12) Includes 14,419 shares held by a broker for Mr. Rogers' IRA account.

(13) Includes 19,200 unexercised Founders Warrants; 2,460 shares held by Mr.
Selby's wife, Evelyn B. Selby; and 3,900 shares held by Evelyn B. Selby as
custodian for children.

(14) Includes 31,032 unexercised Founders Warrants; 21,360 shares held jointly
with his wife; 7,200 shares held by Shepherd Brothers Timber Company, Inc., and
2,222 shares held by the Shepherd Brothers Profit Sharing Plan.

(15) Includes 5,580 shares held by Mr. Sheridan's children; 20,460 shares in the
name of Elizabeth C. Sheridan, his wife; and 2,400 shares held by Chris R.
Sheridan & Co.

(16) Includes 31,200 unexercised Founders Warrants; 8,840 shares held by
Mr. Timberlake as trustee for revocable family trusts; and 6,322 shares held by
a broker as custodian for Mr. Timberlake.

(17) Includes 3,728 shares held in Mr. Walker's IRA account.

(18) Includes 21,000 unexercised Founders Warrants.

(19) Includes 12,600 unexercised Founders Warrants; and 14,600 shares held
jointly with his wife.

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<PAGE>

EXECUTIVE OFFICERS

The following table sets forth the name, age and positions with Bancshares and
the Bank of each executive officer of Bancshares as of February 28, 1997, and
the number of shares of Bancshares' Common Stock beneficially owned. All
executive officers of Bancshares serve at the pleasure of the Board of
Directors.

<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Owned
Number of Shares &
Percent of Class (1)
---------------------
Name & Address Age Positions Held (2) (3)
- -------------- --- -------------- -------- ----------
<S> <C> <C> <C> <C>
Robert C. Ham 67 Chairman of Board of 19,200 67,200 (4)
Macon, Georgia Directors, 1.14% 3.37%
Bancshares & Bank

H. Averett Walker 43 Director, President & CEO, 22,368 22,368 (5)
Macon, Georgia Bancshares & Bank 1.33% 1.12%

Richard A. Collinsworth 47 Executive Vice President, 2,400 2,400
Macon, Georgia Bancshares & Bank 0.14% 0.12%

Shirley D. Jackson 59 Senior Vice President 1,200 13,200 (6)
Macon, Georgia & Secretary, Bancshares; 0.07% 0.66%
Senior Vice President, Bank

Michael T. O'Dillon 42 Senior Vice President, 1,000 7,600 (7)
Macon, Georgia Treasurer & CFO, Bancshares; 0.06% 0.38%
Senior Vice President
& Cashier, Bank
------ -------
Total Number of Shares Beneficially Owned 46,168 112,768
====== =======
Total Percent of Class Beneficially Owned 2.74% 5.65%
====== =======
</TABLE>
- ------------
(1) See note (1) in the subsection above entitled PROPOSAL 1 - ELECT THREE (3)
CLASS III DIRECTORS.

(2) See note (2) in the subsection above entitled PROPOSAL 1 - ELECT THREE (3)
CLASS III DIRECTORS.

(3) See note (3) in the subsection above entitled PROPOSAL 1 - ELECT THREE (3)
CLASS III DIRECTORS.

(4) Includes 48,000 unexercised Founders Warrants; and 1,200 shares held by
Robert C. Ham as trustee for a family member. Mr. Ham's shares are included in
the total number of shares beneficially owned by the eighteen (18) directors
listed above.

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<PAGE>

(5) Includes 3,728 shares held in Mr. Walker's IRA account. Mr. Walker's shares
are included in the total number of shares beneficially owned by the eighteen
(18) directors listed above.

(6) Includes 12,000 unexercised Founders Warrants.

(7) Includes 6,600 unexercised Founders Warrants.

BACKGROUND AND BUSINESS EXPERIENCE
OF DIRECTORS AND EXECUTIVE OFFICERS

The following section sets forth the principal occupation and employment of each
of Bancshares' executive officers, each of the three (3) nominees for election
as Class III directors of Bancshares, and the remaining directors who will
continue to serve on Bancshares' Board of Directors, There are no family
relationships among any directors and executive officers of Bancshares. There
are no nomimees who are members of any other Board of Directors of any company
with a class of securities registered with the SEC pursuant to Section12 of the
Securities and Exchange Act of 1934, as amended, or any company which is subject
to the requirements of Section 15(d) of that Act, or any company registered with
the SEC as an investment company under the Investment Company Act of 1940, as
amended.

During the previous five years, no director or executive officer was the subject
of a legal proceeding (as defined below) that is material to an evaluation of
the ability or integrity of any director or executive officer. A "legal
proceeding" includes: (a) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive prior to that
time; (b) any conviction in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(c) any order, judgment, or decree of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(d) any finding by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
of a violation of a federal or state securities or commodities law (such finding
having not been reversed, suspended or vacated).

ROBERT C. ALLEN was employed with Security Life Insurance Company of Georgia
where he served as Vice President of Administration and as a member of the
company's Board of Directors from 1954 to 1985. Since his retirement in 1985, he
has been active in handling his personal investments and real estate holdings.

ALFORD C. BRIDGES is President and Chief Executive Officer of Whiteway
Development Corporation dba Appling Brothers, a Macon-Middle Georgia grading,
paving and construction company which he acquired in 1976. Mr. Bridges has also
served since 1969 as President of Gateway Development Center, Inc., a real
estate holding company. Mr. Bridges has additional interests in various closely-
held businesses in the Middle Georgia area involving contracting, apartment
complexes and real estate investments.

WILLIAM P. BROOKS, M.D. has been a practicing physician since 1968. Dr. Brooks
owns and operates South Macon Family Physicians Clinic, where he serves as
President. He is active in local medical affairs, having served on the Board of
Bibb County Medical Society for the past fifteen years. He participates in state
medical activities, serving on the the Board of Directors of The Medical
Association of Georgia. Dr Brooks also serves on the Georgia Partners for Health
Care

11
<PAGE>

Board, a managed care LLC. He is an active investor in stocks, bonds and real
estate. His main real estate interest is rental property and apartment
complexes.

RICHARD A. COLLINSWORTH has served as Executive Vice President of Bancshares and
the Bank since January, 1996. Prior to joining the company, he was City
Commercial Banking Manager for Bank South in Macon in 1995. He has an extensive
twenty four year banking background which includes NationsBank in North Carolina
and Texas and Henderson National Bank in Huntsville, Alabama. He has held
leadership positions in commercial bank lending and support functions, internal
reorganizations, marketing, product development, pricing and management.

LEE R. GREENE, JR. is the former owner of Greene Plumbing & Heating Company, a
large Macon based mechanical contracting company, which he founded in 1946.
Since his retirement in 1983, Mr. Greene has been active in managing personal
investments and real estate holdings. He is now serving as Vice President and
part owner of Greene & Associates, Inc. (mechanical contractors). Mr. Greene is
also a principal in Ashburn Developers, Inc.

BENJAMIN W. GRIFFITH, III is President and owner of Southern Pine Plantations,
Inc., a Macon based real estate development and timberland company which he
founded in 1983. Griffith also holds ownership interests in various timber,
mining and real estate investments: Forestry Consultants of GA, Inc.; Southern
Timberlands, Inc.; Georgia Mine & Minerals, Inc.; Southern Pine Plantations of
GA, Inc.; Southern Pine Planatations of FL, Inc.; and Georgia Industrial
Minerals.

ROBERT C. HAM has a forty nine year background in banking, thirty four of which
has been in Macon, Georgia. Mr. Ham was employed by Central Bank of Georgia, now
First Union National Bank of Georgia, where he served as President and Chief
Executive Officer from 1973 to 1987. Mr. Ham was President and CEO of the Bank
from 1988 through 1996, having organized a group to form the Bank in 1988.
Mr. Ham currently serves as Chairman of the Board of Directors of Bancshares and
the Bank.

SHIRLEY D. JACKSON has a thirty five year background in banking in Macon,
Georgia. Mrs. Jackson was one of three founding executive officers of the Bank,
and currently serves as Senior Vice President and Secretary of Bancshares, and
Senior Vice President and Secretary of the Board of Directors of the Bank. She
was employed by Central Bank of Georgia, now First Union National Bank of
Georgia, from 1973 to 1987, where she served as Vice President with functional
responsibilities of commercial and consumer lending.

JAMES W. KINMAN is Chairman of the Board and owner of Lowe Electric Company, a
commercial and residential electric and plumbing supplies company in Macon,
Georgia which he joined in 1961. Mr. Kinman was a former director of Bank South
in Macon before joining the Bancshares board in January, 1996.

ROBERT T. MULLIS is President and principal owner of Melrose Holdings, Inc., a
diversified company operating retail merchandising and service divisions. Mr.
Mullis is also involved in solid waste and real estate interests and holds
ownership interests in Diamond Waste, Inc.; RTM Industries, Inc.; Industrial
Recovered Materials, Inc.; and Borago, Inc.

MICHAEL T. O'DILLON was one of three founding executive officers of the Bank,
and currently serves as Senior Vice President, Treasurer and Chief Financial
Officer of Bancshares, and Senior Vice President, Cashier and Corporate
Secretary of the Bank. He was employed by Central Bank of Georgia, now First
Union National Bank of Georgia, from 1977 to 1987, where he served as Vice
President and Corporate Secretary in charge of operations and financial
reporting.

12
<PAGE>

BEN G. PORTER owns RMS Warehouse Company and Snelling Management Services, Inc.
He retired from Charter Medical Corporation in 1988, where he served as Senior
Vice President and President of Charter Medical International. He continues to
serve as a consultant to a company he formerly owned, Piedmont Communications
Corporation, operator of radio stations. Prior to becoming a board member of
Bancshares and the Bank in January, 1996, Mr. Porter served as a Director and
member of the Executive Committee of Bank South Corporation in Atlanta.

SYDNEY J. PYLES has recently retired from Sydney Pyles Plumbing & Heating
Company, Inc., a mechanical contracting company where he served as President
since 1964.

JOHN F. ROGERS, JR. founded Rogers Oil Company in 1960 and diversified the
company to include retail gasoline stations, wholesale gasoline sales,
convenience stores, car washes, and apartment complexes. He sold the company in
1982 and now maintains private investments. Prior to becoming a board member of
Bancshares and the Bank in January, 1996, he served as a board member of Bank
South in Macon.

CHARLES W. SELBY, a retired Macon businessman, is the Chairman of the Board and
former President of Warren Associates, Inc., a Macon based general contracting
company which he founded in 1972.

FRANK M. SHEPHERD has been President and co-owner since 1963 of Shepherd
Brothers Timber Company, Inc., a company involved in ownership, harvesting and
marketing of timber in the southeast.

CHRIS R. SHERIDAN, JR. is Vice President of Chris R. Sheridan & Co., a firm of
building contractors in Macon, Georgia, and a software developer with Timberline
Software Corporation. Mr. Sheridan is a Georgia Registered Civil Engineer and a
member of the Georgia Society of Professional Engineers. Before joining the
board of Bancshares and the Bank in January, 1996, he served as Chairman of the
Bank South, Macon Board of Directors.

JOE E. TIMBERLAKE, III was President of Timberlake Grocery Company of Macon, a
wholesale grocery company, from 1976 to 1992. Mr. Timberlake sold the company in
1992, and now maintains private investments.

H. AVERETT WALKER served as President and Chief Operating Officer of Bancshares
and the Bank from January, 1996 through December, 1996. He now serves as
President and Chief Executive Officer. His extensive banking career includes
over two years with Bank South as Middle Georgia Regional President in Macon,
and ten years with NationsBank including positions as Regional President in
Albany / Moultrie and President in LaGrange. His banking experience began with
seven years at Commercial Bank of Thomsaville with various lending and
collections responsibilities.

FRANK G. WALL, JR. has been President since 1974 of Springhill Services, Inc., a
warehousing, trucking and equipment rental company based in McIntyre, Georgia.
Mr. Wall also holds ownership interests in SanTel Contractors, Inc. and Wilco
Air, Inc.

RICHARD W. WHITE, JR. has been President and part owner of White Brothers Auto
Supply, Inc., a wholesale distributor of auto parts, since 1985, and an officer
since 1976.

13
<PAGE>

BOARD COMMITTEES AND ATTENDANCE

The business of Bancshares is under the direction of Bancshares' Board of
Directors. Ten (10) meetings of the Bancshares Board of Directors were held
during 1996. The Bancshares Board has no committees. The same group of
individuals currently serve as directors and executive officers for both
Bancshares and the Bank. Bancshares, as a one bank parent holding company, has
limited functions. As a practical matter, due to the commonality of boards and
management, most of the company's routine business is reviewed and directed by
the Bank's Board of Directors at its regular monthly meetings, and by various
committees of the Bank's Board of Directors charged with responsibility for
major corporate functions.

During 1996, the Bank Board held twelve (12) regular monthly meetings and two
(2) called meetings. The Bank's Board of Directors has established several
committees to facilitate the performance of its duties. These committees include
an Audit Committee, a Personnel Committee, and an Executive Committee. The Bank
Board has not established a nominating committee.

Audit Committee. The Audit and Examination Committee is responsible for
overseeing all audit functions, development and implementation of a written
audit policy, review of federal and state examinations, evaluation of internal
controls and overseeing compliance with all audits and examinations required by
law. The members of the Audit and Examination Committee during the first four
months of 1996 were Charles W. Selby, Sr. (Chairman), Robert C. Ham, Robert T.
Mullis, Sydney J. Pyles, Frank M. Shepherd, Jr., H. Averett Walker and Richard
W. White, Jr. Audit Committee members for the period from May, 1996 through
December, 1996 were Charles W. Selby, Sr. (Chairman), William P. Brooks, Lee R.
Greene, Jr., Robert C. Ham, James W. Kinman, Sydney J. Pyles, Frank M. Shepherd,
Jr. and H. Averett Walker. The Audit and Examination Committee held three (3)
meetings during 1996. Additionally, monthly internal audit reports and other
audit and compliance matters were discussed and reviewed by the full Bank Board
during their regular monthly meetings in 1996.

Personnel Committee. The Personnel Committee establishes compensation for the
executive officers and management of the Bank, reviews the selection and hiring
of key officers, oversees the administration of employee benefit programs and
sets guidelines for compensation for all employees. The members of the Personnel
Committee during the first four months of 1996 were Robert C. Allen (Chairman),
Benjamin W. Griffith, III, Robert C. Ham, Chris R. Sheridan, Jr., Joe E.
Timberlake, III, H. Averett Walker and Richard W. White, Jr. Personnel Committee
members for the period from May, 1996 through December, 1996 were Robert C.
Allen (Chairman), Benjamin W. Griffith, III, Robert C. Ham, James W. Kinman,
Robert T. Mullis, H. Averett Walker and Frank G. Wall, Jr. The Personnel
Committee held two (2) meetings during 1996.

Executive Committee. In May, 1996, an Executive Committee of the Bank Board of
Directors was formed. Members of the Executive Committee during 1996 were Robert
C. Ham (Chairman), Robert C. Allen, Alford C. Bridges, Ben G. Porter, Chris R.
Sheridan, Jr., Joe E. Timberlake, III and H. Averett Walker. The Executive
Committee maintains a monthly meeting schedule, and held seven (7) meetings
during 1996. During the intervals between meetings of the Bank's full Board of
Directors, the Executive Committee possesses and may exercise any and all powers
of the Bank Board of Directors in the management and direction of the business
and affairs of the Bank and Bancshares with respect to which specific direction
has not been previously given by the Boards of Directors of the Bank or
Bancshares.

14
<PAGE>

During 1996, all of the directors attended at least 75% of the aggregate of
(1) the regular and called full Board meetings of Bancshares and the Bank, and
(2) applicable committee meetings of the Bank which they were eligible to
attend, with the exceptions of Benjamin W. Griffith, III (63%); Ben G. Porter
(63%); and Sydney J. Pyles (74%). It is anticipated that the committees
established by the Bank's Board of Directors and the membership on such
committees may be changed during 1997.

REMUNERATION AND RELATED MATTERS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

There were no transactions during 1996 to which either Bancshares or the Bank
was or is to be a party, in which the amount involved exceeds $60,000 and in
which any director, executive officer, principal stockholder or their related
interests had, or is to have, a direct or indirect material interest.

During 1997, it is anticipated that certain renovations will be made to the
Bank's Riverside Drive branch building to provide additional executive office
space. Warren Associates, Inc. has been retained as the general contractor in
the renovation. Charles W. Selby, Sr., a director of Bancshares and the Bank, is
Chairman of the Board and former President of Warren Associates, Inc. The cost
of the renovation work to be done by Warren Associates, Inc. is estimated to be
approximately $100,000.

Bancshares' directors and officers and certain business organizations and
individuals associated with them have been customers of and have had banking
transactions with the Bank and are expected to continue such relationships in
the future. Pursuant to such transactions, Bancshares' directors and officers
from time to time have borrowed funds from the Bank for various business and
personal reasons. During 1996, the Bank had outstanding loans directly to or
indirectly accruing to the benefit of certain of the directors, executive
officers, principal stockholders and their related interests. Bancshares does
not make loans. The aggregate total of Bank credit to the group at December 31,
1996 amounted to $2,227,190, or approximately 14.9% of Bancshares' equity
capital at December 31, 1996. The high aggregate indebtedness of this group
during the year 1996 amounted to $2,373,115 on September 30, 1996, or
approximately 21.6% of Bancshares' equity capital at that time. No debt to any
single individual and related interests exceeded 10% of Bancshares' or the
Bank's equity capital at any time during 1996 or 1995. Loans to directors,
executive officers, principal stockholders and their related interests at
December 31, 1995 amounted to $2,544,857, or approximately 30.2% of equity
capital at that time. The high aggregate indebtedness of this group during the
year 1995 amounted to $3,063,811 on October 31, 1995, or approximately 38.1% of
Bancshares' equity capital at that time.

All such Bank loans were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and, in the opinion of Bancshares' management,
do not involve more than a normal risk of collectibility or present other
unfavorable features. The Bank expects to have similar banking transactions in
the future in the ordinary course of business with its directors, executive
officers, principal stockholders and their related interests.

15
<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table on the following page summarizes the cash and noncash compensation for
each of the last three fiscal years for Robert C. Ham, Chairman and Chief
Executive Officer of Bancshares and the Bank during the three year period, and
now Chairman of the Board of Bancshares and the Bank. Also shown in the table is
H. Averett Walker, Director, President and Chief Operating Officer of Bancshares
and the Bank from January, 1996 through December, 1996, and now Director,
President and Chief Executive Officer of Bancshares and the Bank. All forms of
compensation are derived from the Bank. Bancshares furnishes no compensation.
There are no other executive officers of Bancshares or the Bank whose salary and
bonus for the 1996 fiscal year, plus the value of any salary or bonus foregone,
exceeded $100,000.

<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
--------------------------------- -----------------------
Other Securities All
Name & Annual Restricted Underlying Other
Principal Compen- Stock Options/ Compen-
Position Year Salary (1) Bonus (2) sation (3) Award(s) SARs (4) sation (5)
- --------- ---- ---------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ROBERT C. HAM 1996 $133,898 $24,341 $0 $0 0 $20,017
Chairman of the Board 1995 106,959 18,922 0 0 0 14,141
of Directors & Chief 1994 95,725 16,521 0 0 0 10,032
Executive Officer of
Bancshares and
the Bank (6)

H. AVERETT WALKER 1996 117,376 23,405 0 0 15.000 3,300
Director, President 1995 0 0 0 0 0 0
& Chief Operating 1994 0 0 0 0 0 0
Officer of Bancshares
and the Bank (7)
</TABLE>
- ------------

(1) Includes amounts deferred at the election of the executive officers into
the Bank's 401(K) Savings Incentive and Profit Sharing Plan as follows:

1996 1995 1994
------- ------ ------
Ham $11,700 $9,730 $8,471
Walker 0 0 0

(2) Includes accrued amounts earned by the executive officers from the Bank's
Annual Cash Incentive Bonus Plan. Bonuses are distributed in January of the
subsequent calendar year.

(3) Perquisities and other personal benefits are excluded because the aggregate
amount does not exceed the lesser of $50,000 or 10% of annual salary and bonus
for the named executives.

(4) Includes shares granted to Mr. Walker in May, 1996 from the SNB Bancshares,
Inc. 1996 Incentive Stock Option Plan.

16
<PAGE>

(5) Includes cash fees paid to the executive officers in their capacities as
directors of the Bank. Bancshares pays no director fees. Director fees of
$3,600, $3,000 and $2,400 were paid to Mr. Ham in 1996, 1995 and 1994,
respectively. Director fees of $3,300 were paid to Mr. Walker in 1996. Includes
the Bank's discretionery and matching contributions to Mr. Ham's 401(K) Savings
Incentive and Profit Sharing Plan in the amounts of $16,417, $11,141 and $7,632
for the years 1996, 1995 and 1994, respectively. As a new employee, Mr. Walker
was not eligible to participate in the 401(K) Savings Incentive and Profit
Sharing Plan during 1996.

(6) Prior to January, 1996, Mr. Ham also served as President of Bancshares and
the Bank.

(7) Mr. Walker was elected to his positions with Bancshares and the Bank by the
Board of Directors in January, 1996, and therefore received no forms of salary
or benefit compensation from Bancshares or the Bank during calendar years prior
to 1996.

STOCK OPTION GRANT AND EXERCISE TABLES

The following tables provide certain information regarding stock options granted
and exercised in the last fiscal year and the number and value of unexercised
options at the end of the fiscal year.

Options/SAR Grants in Last Fiscal Year
--------------------------------------------------------------
Number of Percent of
Securities Total Options/ Exercise
Underlying SARs Granted or
Options/SARs to Employees Base Price Expiration
Name Granted (#)(1) in Fiscal Year ($/Share) Date
- ---- -------------- -------------- ---------- -----------
<S> <C> <C> <C> <C>
Robert C. Ham 0 0.00% $ 0.00 --

H. Averett Walker 15,000 30.00% $10.75 May 2, 2006
</TABLE>
- ------------
(1) Options granted on May 2, 1996 at fair market value from the SNB
Bancshares, Inc. 1996 Incentive Stock Option Plan. Options become exercisable in
accordance with the following vesting schedule: 20% on May 2, 1997; 20% on
May 2, 1998; 20% on May 2, 1999; 20% on May 2, 2000; and 20% on May 2, 2001.

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money Options/
on Value Options/SARs at FY-End (#) SARs at FY-End ($)(1)
Exercise Realized -------------------------- --------------------------
Name (#) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------- -------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Robert C. Ham -0- -0- -0- / -0- -0- / -0-

H. Averett Walker -0- -0- -0- / 15,000 -0- / $41,250
</TABLE>
- ------------
(1) Market value of underlying securities at exercise or year-end, valued at
$13.50 per share, minus the exercise or base price.

17
<PAGE>

EMPLOYMENT CONTRACT AND CHANGE IN CONTROL ARRANGEMENT

On January 10, 1996, Bancshares and the Bank entered into a letter agreement
with H. Averett Walker ("Walker"), employing Walker as President and Chief
Operating Officer of Bancshares and the Bank for an initial base salary of
$125,000 during 1996. The term of the agreement continues from and after the
date commenced until terminated in accordance with the letter agreement. The
base salary to be paid to Walker in future years is to be determined annually by
the Personnel Committee of the Bank Board of Directors. The agreement calls for
Walker's participation in the officers' annual cash incentive bonus plan and
various other fringe benefits.

On May 2, 1996, after approval of the SNB Bancshares, Inc., 1996 Incentive Stock
Option Plan by shareholders at the 1996 Annual Meeting, Walker was granted
incentive stock options to purchase up to 15,000 shares, as amended for stock
splits, of Bancshares' Common Stock at a fair market value of $10.75 as
determined by the Board of Directors at the date of such grant. The options vest
at the rate of 20% per year until fully vested five (5) years after the grant
date. Upon Walker's death or total disability, Bancshares is committed to pay
any accrued but unpaid base salary, and all options granted as of the date of
death or total disability shall remain exercisable. If Walker's employment is
terminated "for cause" (as defined), all payments and benefits under the letter
agreement cease effective with the termination of employment, and all
unexercised options are forfeited. If Bancshares and the Bank terminate Walker's
employment without cause, he will continue to receive base salary and insurance
benefits for six months, and vested options may be exercised within 30 days
after the termination date.

Walker's letter agreement includes "change of control" provisions (as defined),
whereby, if a change in control occurs or is proposed within the first six (6)
years of the agreement and Walker's employment is terminated within one (1) year
of such change of control, Walker will be entitled to one year of base salary,
bonus compensation and insurance benefits, with all options becoming immediately
exercisable. The agreement includes certain one (1) year restrictions on Walker
concerning nondisclosure of proprietary information, and covenants not to
compete or solicit customers or employees of Bancshares or the Bank.

There are no other compensatory plans, employment contracts or change in control
arrangements with any of the executive officers included above which would
result in any payments to said officers as a result of resignation, retirement
or any other termination of such individual's employment with Bancshares or the
Bank or from a change in control of Bancshares or the Bank.

COMPENSATION PURSUANT TO PLANS

Stock Warrants:

Executive officers Jackson and O'Dillon and former executive officer Ham are the
holders of certain warrants issued in connection with the initial organization
and stock offering of the Bank in 1988 (the "Founders Warrants"). During
organization, the Bank issued warrants to purchase Common Stock to its
organizers, interim directors and initial executive officers. Each warrant
entitled the owner to purchase one share of Common Stock at the exercise price
of $10 per share until the warrant expires. All warrants issued expire ten (10)
years from the date of issuance of the Bank's charter.

Due to the formation of Bancshares in 1994, all outstanding warrants for the
Bank's Common Stock were automatically converted into warrants for equal amounts
of Bancshares' Common

18
<PAGE>

Stock. Due to the 20% stock split effected in the form of a dividend on
March 20, 1995, and the 100% stock split effected in the form of a dividend on
June 1, 1996, the Founders Warrants currently held by Ham, Jackson and O'Dillon
have an amended exercise price of $4.167 per share.

Robert C. Ham holds 24,000 unexercised Founders Warrants which were issued to
him in his capacity as an organizer and interim director of the Bank, and 24,000
of which were issued to him in his capacity as an initial executive officer of
the Bank. The other two initial executive officers hold a total of 18,600
unexercised Founders Warrants which were issued to them in their capacities as
initial executive officers of the Bank.

Incentive Stock Options:

On May 2, 1996, after approval of the SNB Bancshares, Inc., 1996 Incentive Stock
Option Plan by shareholders at the 1996 Annual Meeting, the Board of Directors
granted key officers the right to purchase shares of Bancshares' Common Stock at
the price of $10.75, representing the market value of the stock at the date of
the option grant. Option holders may exercise in accordance with a vesting
schedule beginning with twenty (20%) percent the first year and increasing
twenty (20%) percent for each year thereafter such that one hundred (100%)
percent of granted options may be exercised by the end of the fifth year.
Unexercised options expire at the end of the tenth year.

Robert C. Ham holds no option shares from the plan. H. Averett Walker holds
15,000 option shares, and executive officers Richard A. Collinsworth, Shirley D.
Jackson and Michael T. O'Dillon hold, as a group, 30,000 option shares in the
plan. No options shares have been exercised since the initiation of the plan. At
December 31, 1996, 50,000 option shares were outstanding. As of February 28,
1997, the record date, no shares were yet eligible for exercise. However, 20% of
the currently outstanding option shares become exercisable on May 2, 1997.

401(K) Savings Incentive and Profit Sharing Plan:

During 1996, executive officers Ham, Jackson and O'Dillon participated in the
Bank's 401(K) Savings Incentive and Profit Sharing Plan (the "Plan"), which
became effective as of January 1, 1990 and which was ratified by a majority
vote of the stockholders at the April 19, 1990 Annual Meeting. The Plan combines
features whereby each participant may elect to defer certain portions of his
salary into the 401(K) program and receive credit for certain matching amounts
from the Bank, and additionally to share in the accumulation of a profit sharing
pool funded by the Bank. There are currently no other stock bonus, money
purchase, thrift, pension, profit sharing or employee stock ownership plans,
qualified or unqualified, or deferred compensation arrangements in place at the
Bank. The Plan may be amended at any regular annual meeting or at any called
meeting of the stockholders by a majority vote of the stockholders. No such
amendments have been made since the Plan's adoption.

Any employee who was employed by the Bank on January 1, 1990 was deemed eligible
to participate in the Plan at its inception. Any other employee hired subsequent
to January 1, 1990 becomes eligible for participation upon completion of one (1)
year of service and attainment of age twenty one (21). Due to length of service,
executive officers Walker and Collinsworth were not eligible to participate in
the Plan during the year 1996. As of December 31, 1996, thirty two (32)
employees of the Bank were eligible to participate and thirty two (32) had
chosen to participate in the Plan. Directors of the Bank are not eligible to
participate in the Plan in their capacities as directors.

19
<PAGE>

The annual amount of expense incurred by the Bank for contribution to the Plan
is calculated by first determining the Bank's pre-tax adjusted operating
earnings, defined as annual pre-tax operating earnings, less capital gains, plus
capital losses. The Bank's annual contribution is 10% of the pre-tax adjusted
operating earnings, not to exceed 15% of annual eligible participating salaries,
or such other maximum deductible amount as may be determined by Code Section 404
of the Internal Revenue Code of 1986, as amended.

The Bank's total annual expense accrual is allocated among elements of the Plan
in the following manner.

401(K) Expense:

An amount is contributed by the Bank to the 401(K) plan which, when
combined with employee salary deferrals, equals one half of the 15% of
annual participating salaries in the 401(K) plan. The Bank's 401(K)
contribution is allocated each year among the participants based on the
amount of each participating employee's elected salary deferral as a
percentage of total elected salary deferrals.

Profit Sharing Expense:

The remaining one half of the 15% of annual participating salaries is
then contributed by the Bank to the Profit Sharing Plan. This Profit
Sharing contribution is allocated each year among the eligible
employees' accounts in the Profit Sharing Plan based on the amount of
each participating employee's salary as a percentage of eligible
salaries.

Cash Bonus Expense:

For any given year, if the sum of the Bank's total annual contribution
to the Plan and the amount of total employee 401(K) salary deferral
contributions equals more than 15% of eligible participating salaries,
then the amount in excess of 15% of eligible participating salaries is
distributed as a cash bonus. Each participant shares in the cash bonus
on a prorata basis according to the percentage of each eligible
employee's salary to total eligible salaries. Employees who are not
eligible to participate in the Plan do not participate in the cash
bonus, if any.

Based upon the calculations described above relating to the Bank's operating
results for the year, expense under the Plan was $167,890 for the year ended
December 31, 1996, $160,452 in 1995 and $120,543 in 1994. These amounts are
included in Salaries and Employee Benefits expense in the Statements of
Operations. The Bank made contributions to the 401(K) and Profit Sharing Plans
amounting to $32,461 for executive officers Ham, Jackson and O'Dillon for the
Plan year 1996, $21,815 for the Plan year 1995, and $14,223 for the Plan year
1994. Executive officers Walker and Collinsworth will be eligible to participate
in the Plan in 1997.

Annual Cash Incentive Plan:

In the March, 1994 meeting of the Bank's Board of Directors, an Annual Cash
Incentive Plan program was approved. All officers and full-time employees of the
Bank, including executive officers, participate in the Plan. Under the Plan,
goals are established based on performance factors such as earnings, asset
quality, performance against similar peer banks, and achievement of certain
other related objectives in conjunction with the Bank's five year strategic plan
and annual budget. The annual bonus for executive officers, up to a maximum of
40% of base salary,

20
<PAGE>

was designed based on market comparisons of the annual bonuses for similar
positions at other companies. Individual performance, separate from overall Bank
performance, can affect bonus amounts according to pre-established goals for
each participant. Other Bank officers participate in the Plan up to maximums of
from 20% to 30% of base salaries per scales set commensurate with position and
responsibility. Full-time employees participate in the Plan up to a maximum of
10% of base salaries based on the attainment of several overall profitability
goals.

Payments of $162,132 in 1996 bonus awards were made to all participants in
January, 1997. Total cash incentive plan expense accrued by the Bank during 1996
was $174,600. Payments to executive officers Ham, Walker, Collinsworth, Jackson
and O'Dillon amounted to $87,271 for the 1996 plan year.

Total awards calculated for the year 1995 and paid to all participants in
January, 1996 amounted to $107,485. Total cash incentive expense accrued by the
Bank during 1995 was $102,000. A total of $43,313 was accrued during 1995 and
paid in 1996 to executive officers Ham, Jackson and O'Dillon.

Other Plans:

The executive officers are participants in the Bank's group insurance plans for
employees, which include medical insurance, life insurance, dependent life
insurance, accidental death and disability insurance and long term disability
insurance. These group insurance plans do not discriminate in scope, terms or
operations in favor of officers of the Bank and are available generally to all
salaried employees.

Other Executive Compensation:

No executive officer received during 1996 perquisites or other personal benefits
not described above which exceeded the lesser of (a) 10% of the executive
officer's disclosed total annual salary and bonus or (b) $50,000. As of
December 31, 1996, there were no other restricted stock award plans, stock
option plans, stock appreciation rights, or long term incentive plans for any
officers or employees of Bancshares or the Bank.

COMPENSATION OF DIRECTORS

During 1996, each of the Bank's directors received $300 per month in cash fees
as compensation for service as a Bank director. During 1995, $250 per month was
paid in cash fees to each Bank director. During 1994, $200 per month was paid in
cash fees to each Bank director. The directors are scheduled to receive $300 per
month in Bank director fees during 1997. Bancshares pays no compensation to
these individuals in their capacity as directors of the holding company. No fees
are paid for committee meetings or special assignments, and no annual bonuses or
other perquisites are provided to directors.

PENDING LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which Bancshares or the Bank is a
party or of which any of its property is the subject. There are no material
proceedings to which any director, officer, principal stockholder or any of
their related interests, is a party, or has a material interest adverse to
Bancshares or the Bank.

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PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT ACCOUNTANTS

The Board of Directors of Bancshares has appointed the firm of McNair, McLemore,
Middlebrooks & Co., Macon, Georgia, to continue as independent accountants of
Bancshares and the Bank for the year ending December 31, 1997 and has directed
that such appointment be submitted to the shareholders of Bancshares for
ratification at the Annual Meeting. McNair, McLemore, Middlebrooks & Co. has
served as independent accountants of both Bancshares and the Bank since their
inceptions and is considered by management to be well qualified. A
representative of McNair, McLemore, Middlebrooks & Co. will be present at the
Annual Meeting, will have an opportunity to make a statement if he so desires
and will be available to respond to appropriate questions from shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF MCNAIR, MCLEMORE, MIDDLEBROOKS & CO. AS INDEPENDENT
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1997.

DESCRIPTION OF BUSINESS OF SNB BANCSHARES, INC.

SNB Bancshares, Inc. ("Bancshares") is a Georgia corporation formed to act as a
bank holding company for Security National Bank (the "Bank") under the federal
Bank Holding Company Act of 1956, as amended, and the bank holding company laws
of Georgia. Bancshares was organized at the instruction of management of the
Bank. It was incorporated on February 10, 1994. At a Special Meeting of the
Shareholders of the Bank on August 2, 1994, the shareholders of the Bank voted
affirmatively for a Plan of Reorganization and Agreement of Merger pursuant to
which the Bank became a wholly owned subsidiary of Bancshares. This
reorganization was completed effective September 30, 1994. As a result of the
reorganization, each outstanding share of common stock of the Bank was converted
into one share of common stock of Bancshares. The functions and business of the
Bank, its Board of Directors, executive officers, staff and physical office
locations have undergone no changes as a result of the reorganization.

DESCRIPTION OF BUSINESS OF SECURITY NATIONAL BANK

History

Security National Bank is a national bank that engages in commercial banking in
Macon, Bibb County, Georgia. The Bank commenced operations on November 4, 1988.
Since September 30, 1994, it has operated as the sole wholly owned subsidiary of
Bancshares. As of December 31, 1996, the Bank had assets of $134,022,459; loans
of $86,246,752; deposits of $117,419,902; and equity capital of $10,514,772.

Business of the Bank

The Bank offers a full range of deposit products typically offered by commercial
banks, including various checking, savings, interest bearing transaction
accounts, certificates of deposit and IRA accounts. The Bank's lending services
include a wide variety of commercial, consumer, SBA, mortgage and equity line
loans designed to meet customer needs. Additionally, the Bank offers

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safe deposit boxes, automated teller machines, credit cards, wire transfers,
travelers checks, money orders, night depository and other services for the
convenience of its customers. No trust services are currently offered. The Bank
has an affiliation with a full service brokerage company which maintains an
office in the Bank's Riverside Drive branch.

Banking Premises

The Bank commenced operations in its first location at 2918 Riverside Drive in
Macon. During 1991, the Bank acquired facilities at 700 Walnut Street in the
downtown business district and relocated its main office to the new site. The
Riverside Drive facility now operates as a branch office. During the third
quarter of 1993, the Bank opened its third full service office, the Westside
branch, at 4699 Log Cabin Drive in Macon. In 1995, a fourth banking office was
established on leased property at 1897 Shurling Drive to serve the northeastern
segment of the local market area. During 1996, a remote ATM/night depository
facility was established on Forsyth Road in northwest Macon. In October, 1996,
the Bank converted its data processing software to a new advanced system. In
February, 1997, the Bank relocated its in-house data processing facility and
operational support functions to a leased operations center on Riverside Drive
near the Bank's first branch.

The Bank's fixed assets represented 1.9% of total assets as of December 31,
1996. The facilities are considered modern and adequate for servicing the needs
of the existing customer base, although additional Bibb County branch sites and
executive office space are being considered for the near future.

Market Area

The Bank is located and conducts virtually all of its business in Bibb County,
which had a population in 1990 of approximately 150,000 as reported by the
United States Bureau of Census. The Bank conducts business to a lesser extent in
the surrounding counties of Houston, Jones, Monroe, Twiggs, Crawford, Peach and
Wilkinson. The loan portfolio of the Bank is concentrated in various commercial,
real estate and consumer loans to individuals and entities located in Middle
Georgia, and the ultimate collectibility of the loans and future growth of the
Bank are largely dependent upon economic conditions in the Middle Georgia area.
The Bank's agricultural loans are negligble. The economy of the Middle Georgia
area has been generally favorable in recent years, although population growth in
Bibb County has been relatively slow. Robins Air Force Base, located in
contiguous Houston County, is a major Middle Georgia employer which has recently
survived national base closure mandates and has expanded in size.

Competition

The financial services industry in Macon and Bibb County is highly competitive.
As of June 30, 1996, Security National Bank held a 5.48% market share of Bibb
County deposits held in banks, savings and loans, and credit unions. Bibb County
is currently served by seven commercial banks with 80.70% of the deposits
market, one savings bank with 15.52% of the market, fourteen credit unions with
3.78% of the market, and various finance companies. During 1995 and 1996, the
acquisition of Bank South, N.A. by NationsBank, N.A. provided an opportunity in
the local marketplace for the Bank to attract transition customers who preferred
the community banking services of a smaller institution. The Bank's average
assets grew by 27.4% from 1995 to 1996, and by 31.1% from 1994 to 1995.

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Employees

As of December 31, 1996, the Bank had 53 full time equivalent employees. In the
opinion of management, the Bank enjoys an excellent relationship with its
employees. The Bank is not a party to any collective bargaining agreement.

Lending Policies

The lending policies of the Bank are embodied in a comprehensive statement of
lending policy, which is reviewed and modified periodically. In general, those
policies delegate to lending depending upon the seniority and experience of the
lending officer. Loans in excess of those specified limits, but not in excess of
$500,000, must be approved by the Bank's loan committee. The loan committee is
composed of members of the Board of Directors and senior officers of the Bank,
but only board members may vote on the decisions of the committee. Initial
credit commitments in excess of $1,000,000 must be approved by both the loan
committee and the full Board of Directors.

In general, the Bank authorizes loans to be made in Bibb County, but restricts
the extent to which loans can be made in its secondary service area (defined as
Houston, Jones, Monroe, Twiggs, Crawford, Peach and Wilkinson Counties) and
outside of its defined service area. Loans in each county in the secondary
service area may not exceed 25% of the Bank's total loans, or 200-300% of the
Bank's total capital. Loans outside of both primary and secondary service areas
may not exceed 10% of the Bank's total loans and 80% of its total capital. The
Bank characterizes loans as desirable, acceptable, undesirable, or prohibited
primarily on the basis of the borrower's ability to pay and the nature and
extent of the collateral which secures the loans. Lending officers of the Bank
actively solicit customers in the commercial, residential and consumer sectors.

All requested loans are reviewed carefully before made, with particular
consideration to the borrower's character, repayment capacity and collateral.
Significant loans require review of documentation of the borrower's financial
history; most consumer or residential loans in excess of $10,000 require
personal financial statements from all borrowers, guarantors, endorsers or co-
makers, and all commercial loan applications in excess of $50,000 must be
supported by financial statements, the nature of which is dependent upon the
amount of credit requested. Loans secured by real estate are generally limited
to a specified percentage of the value of the real estate, supported by
competent appraisals. The lending policy requires that before real estate is
accepted as collateral it must be personally viewed by a representative of the
Bank, and inspections are required by the lending officer on construction and
development projects before substantial draws are made. Special procedures are
in place to insure that loans to directors and executive officers are not made
on terms more favorable than such loans are made to other borrowers in similar
circumstances.

A collateral administration department has been established by the Bank to
assist in the perfection of security interests in collateral before a loan is
consummated and to insure proper maintenance of files. The Bank has implemented
an internal compliance program which provides for the periodic review of samples
of loans, credit files, collateral files and adverse action notices. For
borrowing relationships were credit is in excess of $50,000, loan officers are
required to assign a grade, the level of which depends, among other factors,
upon the repayment ability of the borrower and the nature and extent of
collateral. The lending officer is required to advise the chief credit officer
of any change in the status of the loan which would necessitate changing its
grade. All loans to customers with an aggregate indebtedness in excess of
$50,000

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<PAGE>

are reviewed annually by the credit administration department. The quality of
the Bank's loan portfolio is reviewed annually by a qualified outside party,
which targets relationships in excess of $150,000, and all past due and non-
accruing loans, other real estate owned, and repossessions.

The Bank seeks through its lending policy to avoid an undue concentration of
loans in any particular sector of the economy or to any one borrower.
Concentration in any enumerated sector in excess of 10% of the Bank's total
capital is subject to review by the Bank's Board of Directors, and the Board of
Directors has established specific limits designed to prevent the Bank from
becoming exposed to undue risks associated with concentrations of real estate
loans of specific types or geographic markets. Loans in excess of those
specified precentages must be approved by the loan committee and reported to the
Board of Directors. As of December 31, 1996 the Bank's loan portfolio consisted
of approximately 69.3% in loans secured by real estate mortgages; 17.5% in
commercial, financial and agricultural loans; 9.9% in individual consumer loans;
and 3.3% in real estate construction loans.

The Bank seeks generally to avoid long term, fixed-rate loans secured by real
estate, especially where such loans are not matched by liabilities of similar
maturities. Although a substantial percentage of the Bank's loan portfolio
consists of loans secured by real estate mortgages, the overwhelming majority of
these loans have maturities of less than 3 years. Many of the loans with
maturities in excess of that time provide for periodic adjustments of interest
rates. Real estate loans are generally scheduled to amortize within 15 years for
raw land loans and for improved real estate property loans, and 30 years for
one-to-four family, owner occupied real estate loans.

The Community Reinvestment Act seeks to insure that each financial institution
meets the credit needs of the entire community served by that institution,
including low- and moderate-income neighborhoods, consistent with the safe and
sound operation of the institution. In accordance with that statute and the
rules and regulations promulgated by the Board of Governors of the Federal
Reserve System, the Bank has established a Community Reinvestment Act program
designed to further the purposes of the Act and to insure compliance with it.
The program is overseen by a Community Reinvestment Act officer, and the Bank
has adopted written Community Reinvestment Act statements.

Monetary Policies

The earnings of the Bank are affected by domestic and foreign economic
conditions, particularly by the monetary and fiscal policies of the United
States Government and its agencies. The Federal Reserve has had, and will
continue to have, an important impact on the operating results of commercial
banks through its power to implement national monetary policy in order, among
other things, to mitigate recessionary or inflationary pressures by regulating
the national money supply.

The methods used by the Federal Reserve include setting the reserve requirements
of member banks and establishing the discount rate on member banks' borrowings.
The Federal Reserve also conducts open market transactions in United States
Government securities.

Periodically, bills are pending before the United States Congress which contain
wide-ranging proposals for altering the structures, regulations and competitive
relationships of the nation's financial institutions. Among such bills are
proposals to prohibit banks and bank holding companies from conducting certain
types of activities, to subject banks to increased disclosure

25
<PAGE>

and reporting requirements, to eliminate on a regional or other basis the
present restriction on interstate expansion by banks or bank holding companies,
to alter the statutory separation of commercial and investment banking, and to
alter the powers of thrift institutions and other competitors of banks. It
cannot be predicted whether or in what form any of these proposals will be
adopted or the extent to which the business of Bancshares may be affected
thereby.

Supervision and Regulation - SNB Bancshares, Inc.

Bancshares is registered as a bank holding company with both the Board of
Governors of the Federal Reserve System and the Georgia Department of Banking
and Finance. It is required to file annual reports and other information
regarding its business operations and those of its subsidiary with both of these
regulatory agencies and is subject to examination by both of these agencies.

The Bank Holding Company Act requires every bank holding company to obtain the
prior approval of the Board of Governors of the Federal Reserve System (i)
before it may acquire direct or indirect ownership or control of any voting
shares of any bank if, after such acquisitions, such bank holding company will
directly or indirectly own or control more than 5% of the voting shares of such
bank; and (ii) before it may merge or be consolidated with another bank holding
company. This Act further requires that consummation of approved acquisitions or
mergers be delayed, generally for a period of not less than fifteen (15) days
following the date of such approval, during which time complaining parties may
obtain a review of the Board's order granting its approval by filing a petition
in the appropriate United State Court of Appeals petitioning that the order be
set aside. Since September, 1995 the Board of Governors of the Federal Reserve
System has been authorized to approve an application by a bank holding company
which is adequately capitalized and adequately managed to acquire control of, or
acquire all or substantially all the assets of, a bank located in a state other
than the home state of the bank holding company, without regard to whether such
transaction is prohibited or permitted under state law. That legislation
effectively permits bank holding companies to acquire banks in any other state
beginning September 29, 1995. Approval of the Federal Reserve System will not be
forthcoming, however, for the acquisition of a bank in a host state by an out-
of-state bank holding company if the applicable law of the host state provides
that the acquired bank be in existence for a minimum period of time not to
exceed five (5) years.

The Bank Holding Company Act prohibits (with specific exceptions) Bancshares
from engaging in non-banking activities or from acquiring direct or indirect
control of any company engaged in non-banking activities. The Board of Governors
by regulation or order may make exceptions for activities determined to be so
closely related to banking or managing or controlling banks as to be a proper
incident thereto. In determining whether a particular activity is permissable,
the Board of Governors is to consider whether the performance of such an
activity can reasonably be expected to produce benefits to the public, such as a
greater convenience, increased competition or gains in efficiency, that outweigh
possible adverse effects, such as undue concentration of resources, decreased or
unfair competition, conflicts of interest or unsound banking practices. For
example, making, acquiring or servicing loans, providing discount securities
brokerage services, leasing personal property, providing certain investment or
financial advice, performing certain data processing services, acting as agent
or broker in selling life insurance and certain other types of insurance in
connection with credit transactions, and certain underwriting activities have
all been determined by regulations of the Board of Governors to be permissable
activities. The Bank Holding Company Act does not place territorial limitations
on permissable bank-related activities of bank holding companies. However,
despite prior approval, the Board of Governors does have the power to order a
holding company or its subsidiaries to terminate any activity, or

26
<PAGE>

terminate its ownership or control of any subsidiary, when it has reasonable
cause to believe the continuation of such activity or such ownership or control
constitutes a serious risk to the financial safety, soundness or stability of
any bank subsidiary of that holding company. The Federal Reserve Board considers
whether the performance of such activities by an affiliate of the holding
company can reasonably be expected to produce benefits to the public which
outweigh possible adverse effects.

Under applicable federal law, Bancshares and its subsidiary are prohibited from
extending credit, selling or leasing property, and furnishing any service to any
customer on the condition or requirement that the customer obtain any additional
property, service or credit from Bancshares or its subsidiary, refrain from
obtaining any property, service or credit from any competitor of Bancshares or
its subsidiary, or furnish any property, service or credit to Bancshares or its
subsidiary. In addition, Bancshares is required to give the Federal Reserve
Board, unless it is considered to be "well-capitalized" by the Board, prior
written notice of any purchase or redemption of its outstanding equity
securities if the gross consideration for the purchase or redemption, when
combined with a net consideration paid for all such purchases or redemptions
during the preceeding twelve (12) months, is equal to ten percent (10%) or more
of Bancshares' consolidated net worth. The Federal Reserve Board may disapprove
such a purchase or redemption under certain prescribed circumstances.

The Federal Reserve Board has been vested with substantial enforcement powers
over bank holding companies and non-banking subsidiaries in those circumstances
which represent unsafe or unsound practices or constitute violations of law. The
Federal Reserve Board, for instance, may issue cease and desist orders to
prohibit unsafe or unsound practices or practices which constitute violations of
the law. In addition, the Federal Reserve Board may assess civil penalties
against companies or individuals who violate the Bank Holding Company Act, or
orders or regulations promulgated pursuant thereto, in amounts up to $1 million
for each day of the violation; may order termination of non-banking activities
of non-banking subsidiaries or bank holding companies; and may order termination
of ownership and control of a non-banking subsidiary by a bank holding company.
Certain violations may also result in criminal penalties.

Bancshares is also subject to regulation as a bank holding company by the State
of Georgia. Georgia law requires an annual registration of all Georgia bank
holding companies with the Department of Banking and Finance. Such registration
includes information with respect to the financial condition, operation,
management and intercompany relationships of the bank holding company and its
subsidiaries and such related matters as the Department of Banking and Finance
deems necessary or appropriate to carry out the purposes of Georgia law.
Furthermore, the Department of Banking and Finance may from time to time require
reports under oath to keep itself informed as to whether the provisions of
Georgia banking laws, regulations, and orders issued thereunder by the
Department have been complied with, and may make examinations of each bank
holding company and subsidiary thereof.

In addition, Georgia law provides that, without prior approval of the
Commissioner of the Department of Banking and Finance, it is unlawful (i) for
any bank holding company to acquire direct or indirect ownership or control of
more than 5% of the voting shares of any bank; (ii) for any bank holding company
or subsidiary thereof, other than a bank, to acquire all or substantially all of
the assets of a bank; or (iii) for any bank holding company to acquire direct or
indirect ownership or control of more than 5% of the voting shares of any bank
unless such bank has been in existence and continually operated as a bank for
five years or more prior

27
<PAGE>

to the date of application to the Commissioner for approval of such acquisition,
except in instances in which the bank is organized to facilitate the acquisition
of a bank meeting the five year requirement.

Bancshares and its banking subsidiary are deemed "affiliates" within the meaning
of Section 23A of the Federal Reserve Act and are subject to restrictions
contained in the Act on loan and other transactions between affiliates. A
transaction between affiliates of the company may not exceed 10% of the capital
stock and surplus of the banking subsidiary involved and the total of all
transactions by a banking subsidiary may not exceed 20% of its capital stock and
surplus. All extensions of credit by the bank subsidiary to affiliates of the
company must be secured.

Supervision and Regulation - Security National Bank

The Bank is a national banking association, organized under the laws of the
United States pursuant to the provisions of the National Bank Act. As such, the
primary regulatory authority for the Bank is the Comptroller of the Currency of
the United States. The Comptroller regularly examines the Bank and its
operations. In addition, operations of the Bank are subject to state and federal
statutes applicable to national banks, including regulations of the Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation and the Comptroller of the Currency. Such statutes and regulations
relate to the required reserves, investments, loans, mergers and consolidations,
issuance of securities, payment of dividends, establishment of branches and
other aspects of their operations.

The National Bank Act contains restrictions on payment of dividends which (i)
limit the amount of dividends that may be declared by a national bank in any
calendar year without the approval of the Comptroller of the Currency to the
total of the national bank's net profits (as defined) for such year combined
with its retained profits for the preceding two years, less any required
transfers to surplus; (ii) prohibit withdrawal of capital in the form of a
dividend; and (iii) prohibit the payment of a dividend in an amount greater than
its net profits then on hand less losses and bad debts. The Comptroller of the
Currency also has the authority under the Financial Institution Supervisory Act
of 1966 to prohibit a national bank from engaging in what in his opinion
constitutes an unsafe or unsound practice in conducting its business, including
the payment of a dividend.

The Bank, as a subsidiary of Bancshares, is subject to certain restrictions
imposed by the Federal Reserve Act, as amended, on any extensions of credit to
the bank holding company or the Bank, on investments in the stock or other
securities thereof, and on the taking of such stock or securities as collateral
for loans to any borrower.

The Office of the Comptroller of the Currency is granted wide latitude in
enforcing sanctions against any bank which does not operate in accordance with
applicable regulations, policies and directives. Proceedings may be brought
against any bank or any director, officer or employee of the bank that is
engaged in any unsafe and unsound practice, including the violation of
applicable laws and regulations. Civil penalties may be assessed against such
companies or individuals for violation of federal statutes, orders or
regulations in an amount not to exceed $1 million or, in the case of a national
banking association, an amount not to exceed the lesser of $1 million or 1% of
the total assets of that association. In addition, the Office of the Comptroller
of the Currency is empowered, upon notice and hearing, to remove any director,
officer or employee of any bank under its jurisdiction which has violated any
law or regulation, any final cease and desist order, or any written condition or
agreement to which the bank is a party, or has engaged in any unsafe or unsound
practice in connection with the bank, or has breached a fiduciary duty to the
bank. A

28
<PAGE>

knowing violation of any provision of the National Bank Act may result in the
forfeiture of the rights, privileges and franchises of the bank. In addition,
the Federal Deposit Insurance Corporation has the authority to terminate
insurance of accounts maintained with the bank, after notice and hearing, upon a
finding by the FDIC that the bank is or has engaged in unsafe and unsound
practices that have not been corrected, or is in an unsafe and unsound condition
to continue operations, or has violated any applicable law, regulation, rule or
order of, or condition imposed by, the appropriate supervisors.

The bank is subject to restrictions on the establishment and maintenance of
branch banks by the laws of the State of Georgia. The Georgia General Assembly
recently enacted legislation which will substantially expand the ability of
commercial banks in Georgia to branch into other counties. Commercial banks in
Georgia have historically been limited in their banking operations to the county
in which their principal offices are located. However, effective July 1, 1996,
banks in Georgia are able to branch into other counties on a limited basis, and
effective July 1, 1998, banks in Georgia will be able to branch into other
counties on an unlimited basis. Beginning June 1, 1997, recent federal
legislation also authorizes banks to merge across state lines, thereby creating
interstate branches. Each state has the opportunity to "opt out" of that
legislation, thereby prohibiting interstate mergers in such states, or to "opt
in" at an earlier time, thereby allowing interstate mergers without that state
prior to June 1, 1997. Georgia law has elected to permit interstate mergers as
of June 1, 1997, subject to reciprocal legislation being enacted in the other
affected states. In addition, a bank is now able to open branches in a state in
which it does not already have banking operations if the laws of such state
permit such de novo branching. Georgia law does not presently permit such de
novo branching from another state and a bank in another state may only enter
Georgia by acquiring a bank located in Georgia.

Capital Requirements

Both Bancshares and the Bank are required to maintain minimum capital ratios.
The minimum ratio of Total Capital to Total Risk-Weighted Assets is 8.00%, of
which at least 4.00% must be in the form of Tier 1 Capital (Core). Core Capital
elements include common stockholders' equity, qualifying non-cumulative
perpetual preferred stock, qualifying cumulative perpetual preferred stock, and
minority interests in the equity accounts of consolidated subsidiaries. Tier 1
Capital is defined generally as the sum of those Core Capital elements less
goodwill and other intangible assets required to be deducted in accordance with
applicable regulations. Tier 2 Capital consists of the allowance for loan losses
(subject to applicable limitations), perpetual preferred stock and related
surplus, hybrid capital instruments, perpetual debt, mandatory convertible debt
securities, term subordinated debt and intermediate-term preferred stock.

As of December 31, 1996, Bancshares' ratio of Total Capital to Risk-Weighted
Assets, on a consolidated basis, was 17.48%, and its ratio of Tier 1 Capital to
Risk-Weighted Assets was 16.23%, versus minimum regulatory standards of 8.00%
and 4.00%, respectively. In addition, Bancshares is required to maintain a
leverage capital ratio of not less than 4%. As of December 31, 1996, Bancshares'
leverage capital ratio was 11.12%.

Banking institutions which do not meet applicable capital requirements are
subject to corrective action taken by the appropriate federal banking agencies.
A financial institution which is notified by the appropriate banking agency that
it is under-capitalized, significantly under- capitalized or critically under-
capitalized must submit an acceptable capital restoration plan, and a financial
institution is prohibited from making capital distributions if thereafter it is
under- capitalized. An under-capitalized institution is also prohibited from
increasing its average total

29
<PAGE>

assets until its capital restoration plan has been accepted, and is also
generally prohibited from making acquisitions, establishing any branches or
engaging in any new line of business except in accordance with the capital
restoration plan or the approval of the appropriate agency. An under-
capitalized institution which fails to submit an acceptable capital restoration
plan or fails to implement a capital restoration plan accepted by the
appropriate agency may be required to sell additional stock, merge with another
institution, remove or replace members of management or take other appropriate
action.

The Department of Banking and Finance of the State of Georgia requires that de
novo banks in Georgia maintain a minimum ratio of primary capital, as defined,
to total assets of not less than 8.00% during the first three years of
operation, and thereafter at 6.00%.

Under regulations recently adopted by the Board of Governors of the Federal
Reserve System, a bank's exposure to declines in the economic value of its
capital due to changes in interest rates is one factor which the agencies will
consider in evaluating a bank's capital adequacy. Additional capital may be
required if, in the judgment of the applicable regulatory agency, the bank's
capital provisions for interest rate risks are inadequate. Additional
regulations are being considered which will address in greater detail the role
of interest rate risks in assessing the adequacy of a bank's capital.

Deposit Insurance Premiums

The deposits of the Bank are insured by the Federal Deposit Insurance
Corporation to the extent authorized by law. The Bank is assessed a premium by
the FDIC for that coverage and the FDIC has developed a risk-based system to
determine a bank's assessment rate. The risk-based system places institutions
into one of nine risk categories using a two step process based first on capital
ratios and then on other supervisory information. The insurance premium for each
bank depends upon the level of capitalization and other supervisory concerns.

The insurance premiums paid by the Bank increased considerably between 1990 and
1995, as did those of other commercial banks, as the FDIC worked to insure that
the Bank Insurance Fund, which is the source of payments to depositors of failed
institutions, was sufficiently capitalized. In 1995, however, the reserve ratio
of the Bank Insurance Fund achieved a designated level, and under the new
assessment schedule, the assessment rates of commercial banks such as the Bank
were reduced considerably. As a well-capitalized bank, the Bank is currently
assessed the lowest possible FDIC premium charged. However, the FDIC is
authorized to increase or decrease the assessment rates in the future, and no
assurance can be given that the Bank will continue to be assessed the low
insurance premiums currently charged.

On September 30, 1996, the Omnibus Consolidated Appropriations Act for FY 1997
was enacted. This new legislation provided broad powers for the recapitalization
of the Savings Association Insurance Fund ("SAIF"). To carry out the act, the
FDIC imposed a special one-time assessment on financial institutions with SAIF-
assessable deposits for all insured deposits which were held on or assumed after
March 31, 1995. This assessment was a significant charge to SAIF member
institutions. The Act also makes provisions for the eventual merger of the SAIF
fund into the Bank Insurance Fund on January 1, 1999, if no insured depository
institution is a "savings association" on that date. Bancshares holds no SAIF-
assessable deposits and was thus not affected by the special one-time
assessment.

30
<PAGE>

MARKET PRICE OF COMMON STOCK
AND DIVIDENDS

Market Information and Holders

The Common Stock of Bancshares is not traded in the over-the-counter market or
on any stock exchange, nor is Bancshares' Common Stock actively traded.
Management is frequently advised, however, of the terms upon which shares of its
Common Stock are traded. Management is aware of the trade of 26,460 shares of
its Common Stock in 1994; 4,320 shares of its Common Stock in 1995; and 2,800
shares of its Common Stock in 1996. As of February 28, 1997, there were
approximately 538 record stockholders. The Common Stock is held principally by
local individuals and businesses in Macon, Bibb County and surrounding areas in
Middle Georgia. Bancshares is not authorized to issue any other class of its
securities.

According to information available to Bancshares' management, its stock traded
in the following ranges during the past three years:

1996 High Low
----------- --------- ---------
1st Quarter No trades No trades
2nd Quarter $12.75 $12.44
3rd Quarter $16.00 $15.50
4th Quarter No trades No trades

1995 High Low
----------- --------- ---------
1st Quarter $ 7.56 $ 7.06
2nd Quarter $ 7.75 $ 7.50
3rd Quarter $ 9.25 $ 8.00
4th Quarter $10.50 $10.00

1994 High Low
----------- --------- ---------
1st Quarter $ 6.04 $ 4.58
2nd Quarter $ 6.56 $ 5.83
3rd Quarter $ 6.88 $ 6.67
4th Quarter $ 7.29 $ 6.88

The prices reflected in the table above have been adjusted to reflect the
issuance by Bancshares of a 20% stock split in the form of a dividend on March
20, 1995, and a 100% stock split effected as a dividend on June 1, 1996.

In January, 1996, Bancshares issued an additional 162,800 shares of its Common
Stock, primarily to newly elected directors and executive officers of
Bancshares, at a price of $10.75 per share, (adjusted to reflect the subsequent
100% stock split on June 1, 1996), which management believes to have
approximated the market value of such stock at the time of its issuance.

In a prospectus dated September 30, 1996, Bancshares offered for sale a maximum
of 272,560 shares of Common Stock at a purchase price of $13.50 per share. The
new shares were first offered to existing shareholders of Bancshares by
providing warrants to shareholders of record as of September 20, 1996 to
purchase one (1) new share of stock for each five (5) shares owned as of the
record date. The warrants issued to existing shareholders expired after October
30, 1996 if not exercised by that time, and have no further force and effect.
The majority of the new shares

31
<PAGE>

in the offering were purchased by existing shareholders. Shares not purchased by
existing shareholders were sold to new shareholders. The offering was completed
in February, 1997, with the maximum 272,560 shares sold at $13.50 per share.

The offering price of $13.50 per share was determined by management of
Bancshares based upon a number of considerations, including the company's
historical, current and projected financial performance; the perceived demand
for Bancshares' Common Stock; recent bid and ask prices for the company's Common
Stock; the prices at which shares of Bancshares' Common Stock had traded in
recent months; the range of prices at which shares of similarly traded financial
institutions' common stock had traded in recent months; and the prices paid in
connection with the acquisitions of similarly situated financial institutions in
recent months.

Dividends

Bancshares distributed cash dividends amounting to $313,550, or $.22 per share,
during 1996. During 1995, total cash dividends of $240,000, or $.20 per share,
were paid to shareholders. In 1994, cash dividends of $200,000, or $.165 per
share, were paid by Bancshares (or by the Bank prior to Bancshares' formation on
September 30, 1994). Since the commencement of cash dividend payments in 1992,
the Bancshares Board of Directors has consistently declared and paid dividends
on a quarterly basis. For the first quarter of 1997, a cash dividend of $.06 per
share was authorized and paid on March 25, 1997 to shareholders of record on
March 20, 1997.

The following table sets forth the amount of each cash dividend paid per share
for each quarter of Bancshares' operations since January 1, 1994. All cash
dividend amounts have been retroactively restated to reflect a 20% stock split
effected as a dividend on March 20, 1995, and a 100% stock split effected as a
dividend on June 1, 1996.

Quarterly Cash Dividends Paid

1997 1996 1995 1994
------ ------ ------ -------
First Quarter $0.060 $0.055 $0.050 $0.0413
Second Quarter N/A 0.055 0.050 0.0413
Third Quarter N/A 0.055 0.050 0.0413
Fourth Quarter N/A 0.055 0.050 0.0413
------ ------ -------
$0.220 $0.200 $0.1650
====== ====== =======

The future dividend policy of Bancshares is subject to the discretion of the
Board of Directors and will depend on numerous factors, including the Bank's
future earnings, financial condition, cash needs, certain regulatory
restrictions and general business conditions. The Board of Directors of
Bancshares and the Bank are not aware of any reason that will prevent the
company from continuing to pay future dividends on its Common Stock. However,
neither Bancshares nor the Bank can assure the future payment of dividends,
either in cash or in stock, as the payment of such dividends will depend on the
Bank's net earnings and capital ratios.

Under the Georgia Business Corporation Code, Bancshares may from time to time
make distributions, including the payment of dividends, to its stockholders in
money, indebtedness, or other property (except its own shares) unless, after
giving effect to such distribution, the company would not be able to pay its
debts as they become due in the usual course of business, or the corporation's
total assets would be less than the sum of its total liabilities plus the amount
that would be needed, if the corporation were to be dissolved at the time of
distribution, to

32
<PAGE>

satisfy the preferential rights upon dissolution of stockholders whose
preferential rights are superior to those receiving the distribution. A
corporation may also distribute its shares pro rata and without consideration to
its shareholders or to the shareholders of one or more classes or series, which
constitutes a share dividend.

Dividends paid by the Bank to its parent bank holding company may not exceed the
total of the Bank's net profits for the year plus its retained profits for the
preceding two years without the prior approval of the Comptroller of the
Currency. For purposes of the payment of dividends, net profits consist of the
remainder of all earnings from current operations plus actual recoveries on
loans and investments and other assets, after deducting from the total thereof
all current operating expenses, actual losses, accrued dividends on preferred
stock, if any, and all federal and state taxes. The Bank is allowed to declare,
with the approval of the Comptroller of the Currency and by a vote of
shareholders owning two thirds of the stock of the Bank, a stock dividend to
increase its capital stock, provided that the surplus of the Bank, after the
approval of the increase, is equal to at least 20% of the increase in the
capital stock. The regulatory restrictions discussed above are not expected by
Bancshares' management to impact cash dividends currently planned for 1997.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Bancshares'
directors, executive officers and persons who own more than ten percent of
Bancshares' Common Stock to file reports of ownership and changes in ownership
on Forms 3, 4 and 5. These reports are to be filed with the Securities and
Exchange Commission ("SEC"), with copies provided to Bancshares.

To Bancshares' knowledge, based solely on its review of copies of such forms
received by it, and written representations from certain reporting persons that
no Forms 5 were required for those persons, Bancshares believes that during the
fiscal year ended December 31, 1996, all Section 16(a) filing requirements
applicable to its officers, directors, and greater than ten percent beneficial
owners were met on a timely basis with the following exceptions.

Director Timberlake filed two Forms 4 reporting six transactions late; Director
Selby filed two Forms 4 reporting four transactions late; Director Bridges filed
two Forms 4 reporting three transactions late; Director Sheridan filed one Form
4 reporting 8 transactions late, and one amended Form 3 to correct a previous
timely filing; Director Allen filed one Form 4 reporting 5 transactions late;
Director Shepherd filed one Form 4 reporting four transactions late; Directors
Griffith and Mullis each filed one Form 4 reporting three transactions late;
Directors Brooks and Kinman each filed one Form 4 reporting two transactions
late; Directors and/or Executive Officers Collinsworth, Greene, Porter, Pyles,
Rogers, Walker, Wall and White each filed one Form 4 reporting one transaction
late; and Director Ham filed one amended Form 4 to correct a previous timely
filing.

SHAREHOLDER PROPOSALS FOR 1998 MEETING

From time to time, Bancshares shareholders may present proposals which may be
proper subjects for inclusion in Bancshares' proxy statement for consideration
at the Annual Meeting of Shareholders. To be considered for inclusion,
shareholder proposals must be submitted on a timely basis. Proposals for
Bancshares' 1998 Annual Meeting must be received by Bancshares no later than
December 12, 1997, and any such proposals, as well as any questions related
thereto, should be directed to the Secretary of Bancshares at 700 Walnut Street,
P. O. Box 4748, Macon, Georgia, 31208.

33
<PAGE>

OTHER MATTERS WHICH MAY COME BEFORE
THE ANNUAL MEETING

The Board of Directors of Bancshares knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Shareholders which
may properly come before the Annual Meeting. However, if any other matter should
be properly presented for consideration and voting at the Annual Meeting or any
adjournments thereof, it is the intention of the persons named as proxies on the
enclosed proxy form to vote the shares represented by all valid proxy forms in
accordance with their judgment of what is in the best interest of Bancshares.

By Order of The Board of Directors,

Macon, Georgia Shirley D. Jackson
April 11, 1997 Secretary

********************
10-KSB ANNUAL REPORT
********************

A copy of Bancshares' 1996 Annual Report, which contains audited financial
statements and footnote disclosures, is being mailed to each shareholder of
record together with these proxy materials.

UPON WRITTEN REQUEST, A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM
10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT
SCHEDULES, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, SHALL BE
FURNISHED TO SHAREHOLDERS WITHOUT CHARGE. PLEASE DIRECT YOUR WRITTEN REQUEST TO:
MICHAEL T. O'DILLON, SNB BANCSHARES, INC., P. O. BOX 4748, MACON, GEORGIA 31208.

34
<PAGE>

REVOCABLE PROXY - SNB BANCSHARES, INC.
PAGE ONE

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby acknowledges receipt of the enclosed Notice of Annual
Meeting(the "Notice") and Proxy Statement for the 1997 Annual Meeting of
Shareholders (the "Annual Meeting") of SNB Bancshares, Inc. ("Bancshares"), and
hereby appoints Joe E. Timberlake, III, Richard W. White, Jr. and Lee R. Greene,
Jr., and each of them, proxies with full powers of substitution, to act for and
in the name of the undersigned to vote all shares of Common Stock of Bancshares
which the undersigned is entitled to vote at the Annual Meeting, to be held at
the Macon Centreplex, 200 Coliseum Drive, Macon, Georgia 31201, on Tuesday,
April 22, 1997 at 6:00 P.M., local time, and at any and all adjournments
thereof, as indicated below. In their discretion, the proxies are authorized to
vote upon such other business which may properly come before the Annual Meeting
and any adjournments thereof.

This proxy form will be voted as directed. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY FORM WILL BE VOTED IN THE DISCRETION OF THE PROXIES "FOR" EACH OF THE
PROPOSALS LISTED BELOW. If any other business is presented at the Annual
Meeting, this proxy form will be voted by the proxies in their best judgment. At
the present time, the Board of Directors knows of no other business to be
presented to a vote of the shareholders at the Annual Meeting.

If the undersigned is present and elects to withdraw this proxy form and vote in
person at the Annual Meeting or any adjournments thereof and notifies the
Secretary of Bancshares at the Annual Meeting of the decision of the undersigned
to withdraw this proxy form, then the power of said proxies shall be deemed
terminated and of no further force and effect.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

1. To elect three (3) Class III directors to serve for a five (5) year term
expiring at the Annual Meeting in the year 2002 or until their successors are
duly elected and qualified.

[_] [_]
FOR all nominees WITHHOLD AUTHORITY
listed below (except as to vote for all nominees
marked to the contrary below) listed below.

NOMINEES:
James W. Kinman; Robert T. Mullis; Sydney J. Pyles

INSTRUCTIONS: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.

2. To ratify the appointment of McNair, McLemore, Middlebrooks & Co. as
independent accountants of Bancshares for the year ended December 31, 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
<PAGE>

REVOCABLE PROXY - SNB BANCSHARES, INC.
PAGE TWO

**********************************************************************
PLEASE MARK, DATE, SIGN AND RETURN THIS TWO PAGE
BLUE PROXY FORM PROMPTLY IN THE ENVELOPE FURNISHED.
**********************************************************************

Please sign exactly as your name appears on your stock certificates as shown on
the label below. When shares are held jointly, both holders should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. If the holder is a corporation or partnership, the full
corporate or partnership name should be signed by a duly authorized officer.

- --------------------------------------------
Signature

- --------------------------------------------
Signature, if held jointly

Dated: , 1997
---------------------------