GENERAL

WGNB Corp. (the "Company"), a Georgia corporation and a registered bank holding company under the Federal Bank Holding Company Act of 1956, as amended, was incorporated on May 11, 1984, to acquire all of the outstanding shares of common stock of West Georgia National Bank (the "Bank"). The Bank was organized in 1946 as a national banking association under the federal banking laws of the United States. The Company received approval to become a bank holding company from the Board of Governors of the Federal Reserve System (the "Federal Reserve") and from the Georgia Department of Banking and Finance in early 1985. In 1997, the Company formed a non-bank...