Clayton County Federal Adopts Plan of Conversion.

JONESBORO, Ga.--(BUSINESS WIRE)--March 14, 1995--David B. Turner, President of Clayton County Federal today announced proposed plans to modify an application previously filed with the Office of Thrift Supervision for the conversion of the Savings Institution from a federal mutual savings bank to a federal capital stock savings bank. Under the modified plan, Clayton County Federal will operate as a subsidiary of a newly formed holding company.

According to Mr. Turner, "Clayton County Federal will offer the shares of the common stock of the holding company to qualifying members of the Savings Institution in a subscription offering and, to the extent any shares remain unsold, to the general public in a concurrent community offering. The holding company in turn will own 100% of the capital stock of Clayton County Federal."

"Following the conversion, our customers will continue to enjoy the same broad range of deposit, loan and thrift institution services at the same locations by the same staff," Mr. Turner continued. "The conversion will not effect the interest rates we pay on deposits, the qualifying balance requirements or the maturities of deposit accounts. Each deposit account will continue to be insured by the FDIC up to the applicable limits. The conversion will also not affect the terms and conditions of loan accounts."

"The stock conversion and holding company formation must be approved by the Office of Thrift Supervision. Following regulatory approvals to proceed with the conversion, our members will vote on the conversion at a special meeting of members called for this particular purpose. In connection with the stock offering, we will mail a Prospectus to eligible subscribers and an order form for purchasing stock. The order form will indicate the maximum amount of stock which can be purchased under the Plan of Conversion and the deadline for returning the order form for the purchase of stock."

The amount of stock to be offered will be determined by an independent appraisal of the pro forma market value of Clayton County Federal. Application for Conversion documents and materials will be reviewed by regulatory authorities and updated prior to completion of the offering.

The Savings Institution anticipates amending and updating its application on file with the Office of Thrift Supervision in March, 1995, and receiving regulatory approval during the second quarter of 1995. Further information relating to the conversion of Clayton County Federal and the stock offering will be made available to the Clayton County Federal's members and others after the approval of the applications filed with the regulatory authorities.

Clayton County Federal had originally filed an application with the Office of Thrift Supervision to reorganize into a mutual holding company in which the mutual holding company would own a controlling interest in Clayton County Federal's Common Stock. Mr. Turner stated, "The Board's decision to modify the plan is a result of changes in the regulatory environment as it relates to mutual holding companies."

As a mutual savings bank, the Board of Directors is elected by the Savings Institution's depositors. Upon conversion, the holding company will own all of the outstanding capital stock of the converted savings bank and will be owned by the stockholders who purchase shares of its common stock in the conversion stock offering.

Trident Securities, Raleigh, North Carolina will be acting as underwriter for the stock offering.

CONTACT: Trident Securities, Inc., Raleigh

R. Lee Burrows, 800/222-2618