ZACHARY BANCSHARES, INC. AND SUBSIDIARY 	 	TABLE OF CONTENTS President's Message...................................... 2 Independent Auditor's Report............................. 3 	Consolidated Balance Sheets 		December 31, 1996 and 1995.............................	 	4 	Consolidated Statements of Income 		for the years ended December 31, 1996 and 1995.........	 	5 	Consolidated Statements of Changes in Stockholders' 		Equity for the years ended December 31, 1996 and 1995...............................................		6 	Consolidated Statements of Cash Flows for the 		years ended December 31, 1996 and 1995.................	 7-8 	Notes to Consolidated Financial Statements 		December 31, 1996 and 1995.............................	 9-22 	Condensed Consolidated Balance Sheets 		December 31, 1996, 1995, 1994, 1993 and 1992...........	 	23 	Condensed Consolidated Statements of Income 		for the years ended December 31, 1996, 1995, 1994, 		1993 and 1992..........................................		23 	Average Balance Sheets and Interest Rate Analysis 		for the years ended December 31, 1996 and 1995.........	 	24 	Interest Differential 		for the year ended December 31, 1996...................	 	25 	Condensed Consolidated Statements of Income 		for the quarter periods in the years ended 		December 31, 1996 and 1995............................. 25 Management's Discussion and Results of Operation......... 26-30 Officers................................................. 	 31 Board of Directors....................................... 31 Bank Locations........................................... 31 	 1 ZACHARY BANCSHARES, INC. 				March 18, 1997 Dear Shareholders: Zachary Bancshares, Inc. had income of $819,326 in 1996 as compared to $765,783 in 1995. Our Board of Directors again increased our cash dividend per share from $1.50 to $1.65 in 1996 and our return on average equity was 11.50%. The Bank's total assets increased from $66,870,435 as of December 31, 1995 to $76,027,427 as of December 31, 1996. Our loan to deposit ratio increased from 49.88% in 1995 to 53.45% in 1996. Total loans grew from $29,607,051 to $36,439,826 in 1996. On April 11, 1996, Chairman of the Board, Leonard F. Aguillard, retired after having served on the Board for nearly fourteen years. We thank Mr. Aguillard for his many years of loyal and dedicated service. Mr. Russell Bankston was elected our new Board Chairman. Zachary's Super Wal-Mart and Payless Shoes opened this past year as well as Blockbuster Video, Radio Shack, Friedman's Jewelry, and Romancing the Home having recently opened. Ryan's Steakhouse, Adobe Western Store, a Tobacco Shop, China Wok, and a General Nutritional Center will be opening soon. There are three new golf courses that are considering building in and around Zachary. There is also a motel and movie theater looking at possible locations in Zachary. In 1996, the Bank made available brokerage services through Specialized Investments. Michael Word, Specialized Investment Division Broker, has gotten off to a good start in 1996. This service has help increase Bank profits and put us in a situation to offer services even better than the large bank competitors. The Bank, with all the growth in our area, has decided to sell our present land and buildings to the City of Zachary and build a new two story building on our three acres across the street from our present main office. We hope these new facilities will help us better serve our customers and allow us to grow with Zachary, Central and the Feliciana's. Thank you for your support of the Bank and its employees. When you are near the Bank, stop by and let us tell you about our many new services, and show you what the new Bank will look like. 				Sincerely, 		Harry S. Morris, Jr. 		President 2 HANNIS T. BOURGEOIS & CO., L.L.P. CERTIFIED PUBLIC ACCOUNTANTS 2322 TREMONT DRIVE, SUITE 200 BATON ROUGE, LA 70809 1 (504) 928 4770 		January 14, 1997 	 To the Shareholders and Board of Directors Zachary Bancshares, Inc. and Subsidiary Zachary, Louisiana We have audited the accompanying Consolidated Balance Sheets of Zachary Bancshares, Inc. and Subsidiary as of December 31, 1996 and 1995, and the related Consolidated Statements of Income, Changes in Stockholders' Equity and Cash Flows for the yea rs then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant esti mates made by management, as well as evaluating the overall financial state ment presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zachary Bancshares, Inc. and Subsidiary as of December 31, 1996 and 1995, and the results of their operations, changes in their stockholders' equity and their cash flows for the years then ended, in conformity with generally accepted accounting principles. 			Respectfully submitted, 3 Zachary Bancshares, Inc. and Subsidiary 	CONSOLIDATED BALANCE SHEETS 	December 31, 1996 and 1995 	ASSETS 			 1996 1995 Cash and Due from Banks - Note B	 $ 3,654,801 $ 2,312,940 Interest Bearing Deposits in Other Institutions	 111,469 100,102 Reserve Funds Sold 850,000 2,700,000 Securities Available for Sale (Amortized Cost of $32,554,647 and $30,016,679) - 	Note C:	 32,528,819 30,074,648 Loans - Note D	 $37,260,053 $30,427,051 	Less: Allowance for Loan Losses - Note E (820,227) (820,000) 				 $36,439,826 $29,607,051 Bank Premises and Equipment - Note F	 1,339,439 935,552 Other Real Estate	 408,181 451,770 Accrued Interest Receivable	 612,568 584,547 Other Assets 	 82,324 103,825 		Total Assets $76,027,427 $66,870,435 				 	LIABILITIES Deposits - Note G: 	Noninterest Bearing	 $12,327,349 $11,980,278 	Interest Bearing	 55,841,920 47,376,247 				 $68,169,269 $59,356,525 Accrued Interest Payable	 185,288 170,278 Other Liabilities	 60,994 176,225 		Total Liabilities	 $68,415,551 $59,703,028 	STOCKHOLDERS' EQUITY Common Stock - $10 par value; authorized 2,000,000 shares; 	issued 216,000 shares - Note H $ 2,160,000 $ 2,160,000 Surplus	 1,480,000 1,480,000 Retained Earnings	 4,435,582 3,935,807 Unrealized Gain (Loss) on Securities Available for Sale, Net - Note C	 (17,046) 38,260 Treasury Stock - 22,333 Shares, 	at Cost	 (446,660) (446,660) 		Total Stockholders' Equity	 7,611,876 7,167,407 	 	Total Liabilities and Stockholders' 		 Equity 	$76,027,427 $66,870,435 The accompanying notes are an integral part of these financial statements. 	4 Zachary Bancshares, Inc. and Subsidiary 	CONSOLIDATED STATEMENTS OF INCOME 	for the years ended December 31, 1996 and 1995 				 						 1996 	 1995 Interest Income: 	Interest and Fees on Loans	 $2,938,522 $2,626,956 	Interest on Securities 2,033,691 1,832,056 	Other Interest Income 147,658	 225,118 	 Total Interest Income	 $5,119,871	 $4,684,130 Interest Expense on Deposits - Note G	 2,125,503 1,795,453 Interest Expense on Borrowings 777 1,406 	 Total Interest Expense	 $2,126,280	 $1,826,859 		 	 Net Interest Income 2,993,591 2,857,271	 Provision (Credit) for Loan Losses - Note E	 - 	 (77,374) 	Net Interest Income after 	 Provision for Loan Losses $2,993,591	 $2,934,645 	 Other Income: 	Service Charges on Deposit 	 Accounts	 $ 501,746 	 $ 512,017 	Gain (Loss) on Securities - Note C	 (64) (22,950) 	Other Operating Income	 99,311	 53,597 	 Total Other Income $ 600,993 $ 542,664 				 	 	 Income before Other Expenses	 $ 3,594,584	 $3,477,309 Other Expenses: 	Salaries and Employee Benefits - 		Note I $1,375,678 $1,360,468 	Occupancy Expense	 195,399 162,470 	Net Other Real Estate Expense	 (1,053) (5,147) 	Other Operating Expenses - Note J 792,365 808,223 	 Total Other Expenses $2,362,389 	$2,326,014 				 	 	 Income before Income Taxes $1,232,195 	$1,151,295 Applicable Income Tax - Note K	 412,869	 385,512 		Net Income	 $ 819,326 $ 765,783 				 	 Per Share - Note H: 		Net Income	 $ 4.23 $ 3.95 				 		Cash Dividends $ 1.65 $ 1.50 			 	 The accompanying notes are an integral part of these financial statements. 	 5 Zachary Bancshares, Inc. and Subsidiary 	CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 	for the years ended December 31, 1996 and 1995 			 1996 1995 Common Stock: Balance - Beginning and End 		of Year 	 $ 2,160,000	 $ 2,160,000 				 	 Surplus: 	Balance - Beginning and End 		of Year 	 $ 1,480,000	 $ 1,480,000 				 Retained Earnings: 	Balance - Beginning of Year	 $ 3,935,807	 $ 3,460,525	 		Net Income	 819,326 765,783 		Cash Dividends (319,551) (290,501) 	Balance - End of Year	 $ 4,435,582 	 $3,935,807 				 Net Unrealized Gain (Loss) on Securities Available for Sale: Balance - Beginning of Year	 $ 38,260	 $ (975,394) Net Change in Unrealized Gain 	 on Securities Available for Sale (55,306) 1,013,654 Balance - End of Year	 $ (17,046) 	 $ 38,260 					 Treasury Stock: Balance - Beginning and End of Year $ (446,660) 	$ (446,660) 	 The accompanying notes are an integral part of these financial statements. 	6 Zachary Bancshares, Inc. and Subsidiary 	CONSOLIDATED STATEMENTS OF CASH FLOWS 	for the years ended December 31, 1996 and 1995 				 1996 1995 Cash Flows From Operating Activities: Net Income	 	 	 $ 819,326 $ 765,783 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision (Credit) for Loan Losses	 	 - (77,374) Provision for Depreciation	 	 104,763 112,122 Provision (Credit) for Deferred Tax 	 108,776 (8,267) Amortization (Accretion) of Securities Premiums (Discounts)	 	 16,195 60,613 Dividends on FHLB Stock		 (13,100) (5,300) (Gain) Loss on Sale of Securities	 64 22,950 Gain on Sale of Other Real Estate (12,971) (21,344) (Increase) Decrease in Interest Receivable	 	 (28,021) (31,130) (Increase) Decrease in Other Assets 	 2,210 (34,409) Increase (Decrease) in Interest Payable 15,010 45,167 Increase (Decrease) in Other Liabilities (176,225) (23,418) Net Cash Provided by Operating 	Activities		 $ 836,027 $ 805,393	 Cash Flows From Investing Activities: Net (Increase) Decrease in Interest Bearing 	Deposits in Other Institutions 	 $ (11,367) $ (100,102) 	Net (Increase) Decrease in Reserve 		Funds Sold		 1,850,000 (600,000) 	Purchases of Securities	 	 (13,412,708) (4,252,138) 	Proceeds from Maturities of Securities 	 8,847,206 2,809,145 	Proceeds from Sale of Securities	 	 2,024,375 2,510,920 	Net (Increase) Decrease in Loans (6,852,379) (2,108,280) 	Purchases of Premises and Equipment	 (508,650) (138,209) 	Sales of Other Real Estate	 76,164 132,943 	 Net Cash Used in Investing 		 Activities	 	 $ (7,987,359) $(1,745,721) (CONTINUED) 7 Zachary Bancshares, Inc. and Subsidiary 	CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) 	for the years ended December 31, 1996 and 1995 			 1996 1995 	 Cash Flows From Financing Activities: Net Increase (Decrease) in Demand Deposits, NOW Accounts and Savings 	Accounts 	 $ 6,565,247	$(1,608,097)	 Net Increase in Certificates of Deposit	 2,247,497 2,559,801 	Cash Dividends	 (319,551 (290,501) Net Cash Provided by Financing 			 Activities $ 8,493,193	$ 661,203 				 Increase (Decrease) in Cash and Due 	from Banks	 $ 1,341,861 $ (279,125)	 Cash and Due from Banks - Beginning of 2,312,940 2,592,065 Cash and Due from Banks - End of Year $ 3,654,801 $ 2,312,940 				 	 Supplemental Disclosures of Cash Flow Information: Noncash Investing Activities: 	Other Real Estate Acquired 	 (Disposed) in Settlement of Loans $ 19,604 $ - 			 	 	 Change in Unrealized Gain (Loss) on 	 Securities Available for Sale	 $ (83,797) 	$ 1,535,838 				 Change in Deferred Tax Effect on 	 Unrealized Gain (Loss) on Securities Available for Sale $ 28,491 	$ 522,184 Cash Payments for: Interest Paid on Deposits 	 $ 2,110,493 	$ 1,750,286 Income Tax Payments 	$ 329,000 	$ 440,093 		 	 The accompanying notes are an integral part of these financial statements. 	8 Zachary Bancshares, Inc. and Subsidiary 	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 	December 31, 1996 and 1995 Note A - Summary of Significant Accounting Policies - 	The accounting principles followed by Zachary Bancshares, Inc. and its wholly-owned Subsidiary, Bank of Zachary, are those which are generally practiced within the banking industry. The methods of applying those principles conform with generally accepted accounting principles and have been applied on a consistent basis. The principles which significantly affect the determination of financial position, results of operations, changes in stockholders' equity and cash flows are summarized below. Principles of Consolidation 	The consolidated financial statements include the accounts of Zachary Bancshares, Inc. (the Company), and its wholly-owned subsidiary, Bank of Zachary (the Bank). All material intercompany accounts and transactions have been eliminated. Certain reclassifications to previously published financial statements have been made to comply with current reporting requirements. Estimates 	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Securities 	Securities are being accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Investments in Debt and Equity Securities," which requires the classification of securities as held to maturity, trading, or available for sale. 	Securities classified as held to maturity are those debt securities the Bank has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. Securities classified as trading are those securities held for resale in anticipation of short-term market movements. The Bank had no securities classified as held to maturity or trading at December 31, 1996. 	 	9 Securities classified as available for sale are those debt securities that the Bank intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Bank's assets and lia bilities, liquidity needs, regulatory capital considerations, and other similar factors. Securities available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in stock holders' equity, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Loans 	Loans are stated at principal amounts outstanding, less the allowance for loan losses. Interest on commercial loans is accrued daily based on the principal outstanding. 	Impaired loans are being accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan" as amended by Statement No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure". The statements generally require impaired loans to be measured on the present value of expected future cash flows discounted at the loan's effective interest rate, or as an expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. 	A loan is impaired when it is probable the creditor will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. Interest on impaired loans is discounted when, in management's opinion, the borrower may be unable to meet payments as they become due. Generally, the Bank discontinues the accrual of interest income when a loan becomes 90 days past due as to principal or interest. When a loan is placed on non-accrual status, previously recognized but uncollected interest is reversed to income or charged to the allowance for loan losses. Interest income is subsequently recognized only to the extent cash payments are received. Allowance for Loan Losses 	The allowance for loan losses is an amount which in management's judgment is adequate to absorb potential losses in the loan portfolio. The allowance for loan losses is based upon management's review and evaluation of the loan portfolio. Factors considered in the establishment of the allowance for loan losses include management's evaluation of specific loans; the level and composition of classified loans; historical loss experience; results of examinations by regulatory agencies; an internal asset review process; expectations of future economic conditions and their impact on particular borrowers; and other judgmental factors. 10 	The allowance for loan losses is based on estimates of potential future losses, and ultimate losses may vary from the current estimates. These estimates are reviewed periodically and as adjustments become necessary, the effect of the change in estimate is charged to operating expenses in the period incurred. All losses are charged to the allowance for loan losses when the loss actually occurs or when management believes that the collecti bility of the principal is unlikely. Recoveries are credited to the allowance at the time of recovery. Bank Premises and Equipment 	Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is provided at rates based upon estimated useful service lives using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. 	The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal and the resulting gains or losses are included in current operations. 	Expenditures for maintenance and repairs are charged to operations as incurred. Cost of major additions and improvements are capitalized. Other Real Estate 	Other real estate is comprised of properties acquired through foreclosure or negotiated settlement. The carrying value of these properties is lower of cost or fair market value. Loan losses arising from the acquisi tion of these properties are charged against the allowance for loan losses. Any subsequent market reductions required are charged to Net Other Real Estate Expense. Revenues and expenses associated with maintaining or disposing of foreclosed properties are recorded during the period in which they are incurred. Income Taxes 	The provision for income taxes is based on income as reported in the financial statements after interest income from state and municipal securities is excluded. Also certain items of income and expenses are recognized in different time periods for financial statement purposes than for income tax purposes. Thus provisions for deferred taxes are recorded in recognition of such timing differences. Deferred taxes are provided on a liability method in accordance with SFAS No. 109 whereby deferred tax assets are recognized for deductible tem porary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 11 Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The corporation and its subsidiary file a consolidated federal income tax return. In addition, state income tax returns are filed individually by Company in accordance with state statutes. Earnings per Common Share 	The computation of earnings per share and other per share amounts of common stock is based on the weighted average number of shares of common stock outstanding during each year, which is 193,667 in 1996 and 1995. Statements of Cash Flows 	For purposes of reporting cash flows, cash and due from banks in- cludes cash on hand and amounts due from banks (including cash items in process of clearing). Current Accounting Developments 	The Financial Accounting Standards Board has issued Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement becomes effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996. This statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. The statement generally requires that after a transfer of financial assets, an entity would recognize all financial assets and servicing it controls and liabilities it has incurred, and would not re cognize financial assets when control has been extinguished. The Bank has not addressed the potential future impact of the application of this statement. Note B - Cash and Due from Banks - The Bank is required by state law to maintain average cash reserve balances. The amounts of those required reserves at December 31, 1996 and 1995 were approximately $655,000 and $480,000, respectively. Note C - Securities - Amortized cost amounts and fair values of securities available for sale at December 31, 1996 and 1995 are summarized as follows: (CONTINUED) 12 1996 GROSS GROSS 		 AMORTIZED UNREALIZED UNREALIZED FAIR 		 COST GAINS LOSSES VALUE U.S. Treasury Securities	 $ 4,952,334	 $ 27,067 $ (971) $ 4,978,430 Securities of Other U.S. Government Agencies	 17,492,767	 85,815	 (22,743) 17,555,839 Mortgage-Backed Securities	 3,211,309	 36,852	 - 	 3,248,161 Collateralized Mortgage Obliga- tions		 6,671,137	 - 	 (151,848) 6,519,289 Equity Securities 227,100	 - 	 - 227,100 Total 	 $32,554,647	 $ 149,734 $ (175,562) $32,528,819 					 1995 			 GROSS GROSS 		AMORTIZED UNREALIZED UNREALIZED FAIR 		 COST GAINS LOSSES VALUE U.S. Treasury Securities	 $ 3,999,167 	$ 20,464 	$ (13,061) $4 ,006,570 Securities of Other U.S. Government Agencies 	14,073,850	 142,885	 (2,885) 14,213,850 Mortgage-Backed Securities	 3,936,765	 71,047	 - 4,007,812 Collaterized Mortgage Obligations	 7,792,897	 - 	 (160,481) 7,632,416 Equity Securities 214,000	 - 	 - 214,000 Total $30,016,679 	$ 234,396 	$ (176,427) $30,074,648 The amortized cost and fair values of securities available for sale as of December 31, 1996 by contractual maturity are shown below. Maturities may differ from contractual maturities in mortgage-backed securities and collateralized mortgage obligations because the mortgages underlying the securities may be called or repaid without any penalties. Therefore, these securities are not included in the maturity categories in the following maturity summary. 13 		 AMORTIZED FAIR 		 COST VALUE 	Within One Year	 $ 6,996,486 $ 7,016,584 	One to Five Years 15,448,615 15,517,685 						 	 $22,445,101 $22,534,269 	 Securities available for sale with a fair value of $18,104,735 and $11,774,009 at December 31, 1996 and 1995, were pledged as collateral on public deposits and for other purposes as required or permitted by law. The Company has invested in Federal Home Loan Bank Stock which is included in Equity Securities and is reflected at the lower of cost or market in these financial statements. The cost of these securities was $227,100 with unrealized gains of $-0- at December 31, 1996. Gross realized gains and losses from the sale of securities for the years ended December 31, 1996 and 1995 are as follows: 		 1996 1995 Realized Gains	 	$ 23,686 $ 38,659 Realized Losses	 	 (23,750) (61,609) 	 	$ (64) $ (22,950) 							 Note D - Loans - 	An analysis of the loan portfolio at December 31, 1996 and 1995, is as follows: 				 1996 1995 Real Estate Loans - Construction $ 3,646,767 $ 2,380,561 Real Estate Loans - Mortgage 27,004,473 22,117,255 Loans to Farmers 65,163 54,043 Commercial and Industrial Loans 2,210,904	 2,298,901 Loans to Individuals 3,752,088 2,865,982 All Other Loans 580,658	 710,309 	Total Loans $37,260,053 $30,427,051 					 	The Bank had non-performing loans on a non-accrual basis totaling approximately $181,800 and $214,200 at December 31, 1996 and 1995, respectively. The Bank recognized $37,782 and $16,002 in interest income relating to these loans during the years ended December 31, 1996 and 1995. Had the loans been performing, approximately $25,100 and $26,200 of additional interest income would have been recognized for the years ended December 31, 1996 and 1995. Loans contractually past due 90 days or more, in addition to loans on non-accrual, were -0- at December 31, 1996 and 1995, respectively. The Company has no impaired loans at December 31, 1996, in accordance with SFAS No. 114. 14 The Bank is permitted under the laws of the State of Louisiana to make extensions of credit to its executive officers, directors and their affiliates in the ordinary course of business. The amount of such related party loans was $792,412 and $1,070,683 at December 31, 1996 and 1995, respectively. An analysis of the aggregate of these loans for 1996, is as follows: 	Balance - Beginning of Year	$ 1,070,683 		New Loans	 166,514 		Repayments	 (444,785) 	Balance - End of Year	 $ 792,412 			 Note E - Allowance for Loan Losses - 	Following is a summary of the activity in the allowance for loan losses: 					 1996 1995 	 Balance - Beginning of Year	 $ 820,000 $ 820,000		 Current Provision (Credit) from Income - (77,374) Recoveries of Amounts Previously Charged Off	 20,055 96,858 Amounts Charged Off (19,828) (19,484) 	Balance - End of Year	 $ 820,227 $ 820,000			 Ratio of Reserve for Possible Loan	 	 Losses to Non-Performing Loans 	 at End of Year	 451.08% 382.82%		 Ratio of Reserve for Possible Loan 	 Losses to Loans Outstanding at 	 at End of Year	 2.20% 2.70%		 Ratio of Net Loans Charged Off to Average Loans Outstanding for the Year	 (0.01)% (.26)% Note F - Bank Premises and Equipment - 	Bank premises and equipment costs and the related accumulated depreciation at December 31, 1996 and 1995, are as follows: 			 ACCUMULATED 			 ASSET COST DEPRECIATION	 NET December 31, 1996: Land	 $ 450,908	 $ - 	 $ 450,908 Bank Premises	 743,265	 457,126	 286,139 Furniture and Equipment 1,481,067	 878,675 602,392 	 		 $ 2,675,240	 $1,335,801 $1,339,439 	 15 ACCUMULATED 		 ASSET COST DEPRECIATION NET December 31, 1995: Land $ 450,908 $ - $ 450,908 Bank Premises 736,865 436,466 300,399 Furniture and Equipment 1,102,351 918,106 184,245 		 $2,290,124 $ 1,354,572 $ 935,552 				 	The provision for depreciation charged to operating expenses was $104,763 and $112,122, respectively, for the years ended December 31, 1996 and 1995. Note G - Deposits - 		Following is a detail of deposits: 	 1996 1995 	 	 Demand Deposit Accounts $12,327,349 $11,980,278 NOW and Super NOW Accounts 14,442,373 7,723,607 Money Market Accounts 4,498,050 5,390,808 Savings Accounts 7,497,717 7,105,549 Certificates of Deposit Over $100,000 11,257,527 9,581,163 Certificates of Deposit 18,146,253 17,575,120 			 $68,169,269 $59,356,525 		 	Interest expense on certificates of deposit over $100,000 for the years ended December 31, 1996 and 1995, amounted to $573,747 and $327,842, respectively. 	Public fund deposits at December 31, 1996 and 1995, were $14,543,810 and $7,109,057, respectively. Note H - Stockholders' Equity and Regulatory Matters - 	Dividends are paid by the Company from its assets which are provided primarily by dividends from the Bank. Dividends are payable only out of retained earnings and current earnings of the Company. Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends. Louisiana statutes require approval to pay dividends in excess of a state bank's earnings in the current year plus retained net pro fits for the preceding year. As of January 1, 1996, the Bank had retained earnings of $5,037,458 of which $840,204 was available for distribution without prior regulatory approval. The Bank is also required to maintain minimum amounts of capital to total risk weighted assets, as required by banking regulators. At December 31, 1996, the Bank is required to have minimum Tier 1 and Total Capital ratios of 4.00% and 8.00%, respectively. The Bank's actual ratios at that date were 21.02% and 22.28%, respectively. The Bank's Leverage Ratio at December 31, 1996, was 9.48%. 16 	Under current regulations, the Bank is limited in the amount it may loan to its Parent. Loans to the Parent may not exceed 10% of the Bank's capital and surplus. There were no loans outstanding at December 31, 1996 and 1995. Note I - Employee Benefit Plans - 	The Bank of Zachary has a defined contribution Profit Sharing Plan and Trust for its qualified employees. Each year the Board of Directors of the Bank determines the Bank's contribution. No contribution is required by qualified participants. Contributions charged to expense for this plan were $50,572 and $49,070 for the years ended December 31, 1996 and 1995. 	In addition, the Bank has a 401(K) plan for those employees who meet the necessary eligibility requirements. Covered employees may voluntarily contribute 1% to 15% of gross pay to the plan. The Bank matched one-half of the employee's contribution to a maximum of 7% of gross pay in 1996 and 1995. Contributions charged to expense for this plan were $34,428 and $30,930 for the years ended December 31, 1996 and 1995, respectively. Note J - Other Operating Expenses - 	An analysis of Other Operating Expenses for the years ended December 31, 1996 and 1995, is as follows: 					 1996 1995 Regulatory Assessments	 $ 19,094 $ 80,827	 Computer Service Fees	 87,058 	 87,796 Equipment	 175,929 176,987 Professional Fees	 132,271 90,770 Other	 378,013 371,843 			 $ 792,365 $ 808,223 	 	 Note K - Income Tax - 	The total provision for income taxes charged to income amounted to $412,869 and $385,512 for 1996 and 1995, respectively. The provisions represent effective tax rates of 34% in 1996 and 1995. 	Following is a reconciliation between income tax expense based on the federal statutory tax rates and income taxes reported in the statements of income. 1996 1995 	 Income Taxes Based on Statutory Rate - 34% in 1996 and 1995 	$ 418,946 	$ 391,440 Other - Net 	 (6,077) (5,928) $ 412,869 $ 385,512 	 	17 The components of consolidated income tax expense (benefits) are: Provision for Current Taxes 	 $ 304,093	$ 393,779 Provision (Credit) for Deferred Taxes 108,776 (8,267) $ 412,869 $ 385,512 A deferred income tax liability of $60,994 is included in other liabilities at December 31, 1996. A deferred income tax asset of $19,219 is included in other assets at December 31, 1995. The deferred tax provision consists of the following timing differences: 1996 1995 Accumulated Depreciation for Tax Reporting in Excess of Amount for Financial Reporting $ (1,454) $ (5,318) Provision for Loan Losses for Tax Reporting in Excess of Amount for Financial Reporting 41,025	 - Other Real Estate Write-offs for Financial Reporting in Excess of Amount for Tax Reporting	 - 3,536 Accretion Income for Financial Reporting in Excess of Tax Reporting 21,338 9,883 Provision for Deferred Leave for Financial Reporting in Excess of the Amount for Tax Reporting	 58,756 (7,990) Hospitalization Expense for Financial Reporting in Excess of Amount for Tax Reporting	 (10,889) 	 (8,378) 			 $ 108,776 $ (8,267) 			 	The net deferred tax asset and liability consist of the following components at December 31, 1996 and 1995: 1996 1995 Depreciation 	 $ (37,669) $ (39,123) Provision for Lo an Losses	 (15,709) 25,316 Other Real Estate - 	 - Accretion Income	 (35,665) (14,327) Deferred Leave	 - 58,756 Self-Insured Hospitalization Plan	 19,267 	8,378 Unrealized (Gain) Loss on Securities Available for Sale 	 8,782 (9,709) Total Deferred Tax Asset (Liability) $ (60,994) $ 19,291 18 Note L - Off-Balance-Sheet Instruments - The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, ele ments of credit risk in excess of the amount recognized in the balance sheets. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments. In the normal course of business the Bank has made commitments to extend credit of $3,626,213 at December 31, 1996. This amount includes unfunded loan commitments aggregating $3,567,295 and letters of credit of $58,918. 	The Bank maintains an open line of credit with the Federal Home Loan Bank of Dallas to assist in maintaining short-term liquidity. The total line of credit available with the Federal Home Loan Bank at December 31, 1996 amounts to approximately $4,608,000. No funds were drawn on this line at December 31, 1996. Note M - Fair Value of Financial Instruments - 	The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: 	Cash and Short-Term Investments - For those short-term instruments, the carrying amount is a reasonable estimate of fair value. 	Securities - Fair value of securities held to maturity and available for sale is based on quoted market prices or dealer notes. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. 	Loans - The fair value for loans is estimated using discounted cash flow analyses, with interest rates currently being offered for similar loans to borrowers with similar credit rates. Loans with similar classifications are aggregated for purposes of the calculations. The allowance for loan loss which was used to measure the credit risk, is subtracted from loans. 	Deposits - The fair value of demand deposits, savings account, and certain money market deposits is the amount payable at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using dis counted cash flow analyses, with interest rates currently offered for deposits of similar remaining maturities. 	Commitments to Extend Credit and Standby Letters of Credit - The fair values of commitments to extend credit and standby letters of credit were not significant. 19 The estimated approximate fair values of the Bank's financial instruments as of December 31, 1996 and 1995 are as follows: 1996 CARRYING FAIR AMOUNT VALUE Financial Assets: Cash and Short-Term Investments $ 4,616,270	 $ 4,616,270 	 Securities		 32,528,819	 32,528,819 	 Loans-Net		 36,439,826	 35,295,000 				$73,584,915 	$72,440,089 Financial Liabilities: Deposits		 	$68,169,269 	 $67,146,489 1995 CARRYING FAIR AMOUNT VALUE Financial Assets: Cash and Short-Term Investments $ 5,113,042 	$ 5,113,042 	 Securities	 30,074,648 	 30,074,648 	 Loans-Net		 29,607,051 	 30,226,000 				 $64,794,741 	$65,413,690 							 Financial Liabilities: Deposits 	 	 $59,356,525 	$57,524,278 							 Note N - Concentrations of Credit - 	The majority of the Bank's business activities are with customers in the Bank's market area, which consists primarily of East Baton Rouge and adjacent parishes. The majority of such customers are depositors of the Bank. The concentrations of credit by type of loan are shown in Note D. Most of the Bank's credits are to individuals and small businesses secured by real estate. The Bank, as a matter of policy, does not extend credit to any single borrower or group of related borrowers in excess of $750,000. Note O - Contingencies - 	In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management and counsel, any liability resulting from such proceedings would not have a material adverse effect on the Company's financial statements. 	20 Note P - Financial Information - Parent Company Only - 	The financial statements for Zachary Bancshares, Inc. (Parent 	Company) are presented below: 	BALANCE SHEETS 	December 31, 1996 and 1995 				 1996 	 1995 Assets: Cash		 			$ 383,339 $ 321,183 Investment in Subsidiary 7,220,412 	 6,846,224 Other Assets 	 37,577	 12,676 	 Total Assets 	 $7,641,328	 $7,180,083 					 Liabilities: Due to Subsidiary 	 $ 29,452 	$ 12,676 Total Liabilities	 $ 29,452 $ 12,676 Stockholders' Equity: Common Stock	 $2,160,000 $2,160,000 Surplus	 1,480,000 1,480,000 Retained Earnings	 4,418,536 	 3,974,067 Treasury Stock (446,660) 	 (446,660) Total Stockholders' Equity $7,611,876 $7,167,407 				 Total Liabilities and Stockholders' 	 Equity	 $7,641,328 	$7,180,083 					 	21 	STATEMENTS OF INCOME 	for the years ended December 31, 1996 and 1995 1996 1995 Income:				 	Dividend from Subsidiary	 $ 400,000	 $ 375,000 Expenses: 	Operating Expenses	 	 18,299	 23,915 Income before Equity in Undistributed 	Net Income of Subsidiary	 381,701 351,085 Equity in Undistributed Net Income of Subsidiary	 429,494	 410,710 Net Income before Income Taxes 811,195 761,795 						 Applicable Income Tax Expense (Benefit) (8,131) (3,988) Net Income $ 819,326 	 $ 765,783 						 STATEMENTS OF CASH FLOWS 	for the years ended December 31, 1996 and 1995 					 1996 1995 Cash Flows From Operating Activities: Net Income	 $ 819,326	 $ 765,783 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: 	Equity in Undistributed Net Income of Subsidiary	 (429,494) (410,710) 	 (Increase) Decrease in Receivable 	 From Subsidiary 	 - 33,638 	(Increase) Decrease in Other Assets (24,901) (12,676) 	Increase (Decrease) in Due to Subsidiary 16,776	 12,676 	Increase (Decrease) in Income Tax Payable	 - (33,638) 	 Net Cash Provided by Operating	 Activities 381,707 355,073 Cash Flows From Financing Activities: 	 Dividends Paid (319,551) (290,501) 	Net Cash Used in Financing 	 Activities (319,551) (290,501) Net Increase (Decrease) in Cash 62,156 	 64,572 Cash - Beginning of Year	 321,183	 256,611 Cash - End of Year 	 $ 383,339 $ 321,183 					 	 22 Zachary Bancshares, Inc. and Subsidiary 	CONDENSED CONSOLIDATED BALANCE SHEETS 	December 31, 1996, 1995, 1994, 1993 and 1992 ASSETS 1996 1995 Cash and Due from Banks	 $ 3,766,270 $ 2,413,042 Securities	 33,378,819 32,774,648 Loans		 36,439,826 29,607,051 Other Assets	 2,442,512 2,075,694 	Total Assets 	$76,027,427 $66,870,435 				 	LIABILITIES AND STOCKHOLDERS' EQUITY Deposits	 $68,169,269 	$59,356,525 Other Liabilities	 246,282	 346,503 Stockholders' Equity	 7,611,876 	 7,167,407 Total Liabilities and Stockholders' Equity 	 $76,027,427 	$66,870,435 				 Selected Ratios: 	Loans to Assets	 47.93%	 44.27%	 Loans to Deposit	 53.45%	 49.88% 	Deposits to Assets 	 89.66% 88.76% 	Equity to Assets	 10.01% 10.72% 	Return on Average Assets	 1.11% 1.14% 	Return on Average Equity	 11.50%	 12.13% 1994 1993 1992 	$ 2,592,065	$ 2,446,066	$ 3,024,506 	 31,785,000	 39,529,128	 41,367,443 	 27,421,397	 20,031,325	 17,906,420 	 2,609,584 2,448,210 3,067,072 $64,408,046 $64,454,729	$65,365,441 	 $58,404,821 $57,796,596	$59,530,969 	 324,754	 339,69 302,331 	 5,678,471 	 6,318,442 5,532,141 $64,408,046 $64,454,729 $65,365,441 42.57%		31.08%		27.39% 	46.95%		34.66%		30.08% 	90.68%		89.67%		91.07% 8.82%	 9.80% 8.46% 1.11%	 1.36% 1.19% 	12.19%		15.34%		15.10% Continued 	23 Zachary Bancshares, Inc. and Subsidiary CONDENSED CONSOLIDATED STATEMENTS OF INCOME 	for the years ended December 31, 1996, 1995, 1994, 1993 and 1992 				 1996 	 1995 Interest Income			$ 5,119,871	$ 4,684,130 Interest Expense			 2,126,280	 1,826,859 Net Interest Income 2,993,591	 2,857,271 Provision (Credit) for Loan Losses	 - 	 (77,374) Net Interest Income after Provision 	for Loan Losses		 2,993,591	 2,934,645 Other Income	 		 600,993 	 542,664 Other Expenses			 2,362,389 	 2,326,014 Income before Income Taxes	 1,232,195	 1,151,295 Applicable Income Tax Expense 	 412,869	 385,512 	Net Income 	$ 819,326	$ 765,783 				 Per Share: 	Net Income $ 4.23 $ 3.95 				 	Cash Dividends $ 1.65 $ 1.50	 	Book Value - End of Year $ 39.30 $ 37.01 1994 1993 1992 	$ 4,188,994	$4,165,960	$ 4,636,137 	 1,356,065	 1,333,250	 1,832,414 	 2,832,929	 2,832,710	 2,803,723 	 (42,338)	 - 	 134,272 	 2,875,267	 2,832,710	 2,669,451 	 445,561	 658,679	 784,851 	 2,218,122	 2,140,574	 2,307,663 	 1,102,706	 1,350,815	 1,146,639 377,470 	 460,478	 383,000 	$ 725,236	$ 890,337	 $ 763,639 	$ 4.60 	$ 3.94 	 $ 3.90 	$ 1.20 	$ 1.00 	 $ .60 	$ 32.63 	$ 28.57 	 $ 25.60 23 	Zachary Bancshares, Inc. and Subsidiary 	AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS 	for the years ended December 31, 1996 and 1995 1996 INTEREST AVERAGE 	 AVERAGE INCOME/ YIELD/ 	 BALANCE EXPENSE RATE ASSETS Interest Earning Deposits and 	Reserve Funds Sold $ 2,773,000 $ 147,658	 5.32% Securities: 	Taxable 33,224,000 2,033,691 6.12 Loans-Net	 33,645,000	 2,938,522	 8.73 	Total Earning Assets 69,642,000	 5,119,871 7.35% Allowance for Loan Losses (821,000) Nonearning Assets	 4,735,000 	Total Assets $73,556,000 				 LIABILITIES AND STOCKHOLDERS' EQUITY FHLB Borrowings	 $ 13,000	 777	 5.98% Savings and NOW Accounts 19,065,000 563,929 2.96 Insured Money Market Accounts 	5,155,000 102,286	 1.98 Certificates of Deposit 28,592,000 1,459,288	 5.10 	Total Interest Bearing 	 Liabilities	 52,825,000 2,126,280	 4.03% 					 Demand Deposits	 13,042,000 Other Liabilities	 567,000 Stockholders' Equity	 7,122,000 	Total Liabilities and 	 Stockholders' Equity $73,556,000 	 Net Interest Income - Tax Equivalent 	Basis		2,993,591 		 	Net Interest Income		$2,993,591 		 Net Interest Income - Spread			 3.32% 			 Net Interest Income as a % of 	 Total Earning Assets	 	 4.30% 	 Continued 24	 		 1995 		 INTEREST AVERAGE 	 AVERAGE INCOME/ 	 YIELD/ 	 BALANCE EXPENSE 	 RATE 	$ 3,941,000	$ 225,118	 5.71%	 	28,991,000	1,832,056	 6.32	 	30,284,000	2,626,956	 8.67	 	63,216,000	4,684,130	 7.41%	 (830,000		 	 4,779,000 $67,165,000 	 	$ 500,000	 31,406 	6.28% 	 15,355,000	 421,797	 2.75	 6,493,000 	 134,794	 2.08	 	 25,692,000	 1,238,862	 4.82	 	 48,040,000	1,826,859	 3.80%	 			 12,259,000			 	 554,000			 	 6,312,000			 $67,165,000			 	 		 		 $2,857,271		 		 					 3.61%	 				 					 4.52%	 			 24	 Zachary Bancshares, Inc. and Subsidiary 	INTEREST DIFFERENTIAL 	for the year ended December 31, 1996 	 1996 OVER 1995 	 CHANGE TOTAL 	 ATTRIBUTABLE TO INCREASE 	 VOLUME RATE (DECREASE) Interest Earning Assets: Reserve Funds Sold 	 $ (64,391) $ (13,069) $ (77,460) Securities 263,571	 (61,937)	 201,634 Loans	 292,398	 19,169	 311,567 Total Interest Income 491,578 (55,837) 435,741 Interest Bearing Liabilities: Bank Borrowings	 (29,856)	 (773) 	 (30,629) Savings and NOW Accounts 105,956 36,176 	 142,132 Insured Money Market Accounts	 (26,923) (5,585) 	 (32,508) Certificates of Deposit	 144,134	 76,292 	 220,426 	Total Interest Expense 193,311	 106,110 	 299,421			 	 Increase (Decrease) in Interest Differential	 $ 298,267 $(161,947) 	$ 136,320 		 	CONDENSED CONSOLIDATED STATEMENTS OF INCOME for the quarter periods in the years ended December 31, 1996 and 1995 			 	 1996 		 4TH 3RD 2ND 1ST 		 QUARTER QUARTER QUARTER QUARTER Interest Income	 $1,370,017 $1,307,119 $1,262,860 $1,179,875 Interest Expense	 567,876 544,562 538,485 475,357 Net Interest Income 802,141	 762,557 724,375 704,518 Provision (Credit) for Loan Losses	 - - 	 - 	 - Net Interest Income after Provision for Loan Losses 802,141	 762,557 724,375	 704,518 Other Income	 171,113	 141,338 145,364 143,178 Other Expenses	 661,108	 595,508 559,515 546,258 Income before Income Ta 	 312,146	 308,387 310,224 301,438 Applicable Income Tax 	Expense 111,400	 104,100 102,441 94,928 Net Income	 $ 200,746 $ 204,287 $ 207,783	 $ 206,510 					 Per Share: Net Income $ 1.04 $ 1.05 $ 1.07 $ 1.07 					 Cash Dividends $ .90 	 $ - $ .75 $ - 					 Continued 25 1995 4TH 3RD 2ND 1ST QUARTER QUARTER QUARTER 	 QUARTER $1,203,163	 $1,163,324 $1,170,741	 $1,146,902 462,673	 481,088 458,911 424,187 740,490	 682,236 711,830 722,715 	 (61,205)	 - (16,169) - 801,695	 682,236 727,999 722,715 	 134,999	 136,306 137,387	 133,972 572,251	 553,248 609,260 591,255 364,443	 265,294 256,126	 265,432 120,550	 91,175 86,375	 87,412 $ 243,893	 $ 174,119 $ 169,751	 $ 178,020 	 $ 1.25 $ .90 $ .88 $ .92 $ .85 $ - $ .65 $ - 25 MANAGEMENT'S DISCUSSION AND ANALYSIS OF 	FINANCIAL OPERATIONS AND RESULTS OF OPERATIONS The Company evaluates its financial strength through continual review of management, asset quality, capital, earnings and liquidity. The Company continuously addresses each area on an individual and corporate basis. The following Management's Discussion and Analysis relates to the Company's financial position for the years 1996 and 1995. This information is a part of and should be read in conjunction with the Financial Statements and related Notes. The Company is unaware of any trends, uncertainties or events which would or could have a material impact on future operating results, liquidity or capital. CAPITAL The Company's capital continues to exceed regulatory requirements and peer group averages. Regulatory Risk Based Capital requirements for 1996 and 1995 were 8.0%. Regulatory Leverage Ratio requirements were 4% for the same time period. The Company's Equity to Assets Ratio (below) includes the effect of the Unrealized Loss ($25,828) on Securities discussed in Note C. The Company's ratios as of December 31 are as follow: 1996 1995 Risk Based Capital Ratio 21.02% 24.52% Leverage Ratio 9.48% 10.13% Equity to Assets Ratio 10.01% 10.71% Earnings will continue to be the Company's main source of capital growth. Management is committed to capital growth through earnings retention. An earnings retention ratio is the percentage of current earnings retained within the capital structure. The Company's earnings retention ratios at December 31 are as follows: Shareholder Retention Net Income Dividends Ratio 1996 $819,326 $319,550 61% 1995 $765,783 $290,500 62% The Company distributed to shareholders, cash dividends of $1.65 and $1.50 per share in 1996 and 1995, respectively. LIQUIDITY Liquidity management is the process of ensuring that the Bank's assets and liabilities are appropriately structured. The Company's short-term and long- term liquidity is provided by two sources: core deposits and an adequate level of assets readily convertible to cash. Management continually monitors the balance sheet to insure its ability to meet current and future depositor requirements and loan funding commitments. The Company does not anticipate difficulties in meeting funding obligations. 	26 RESULTS OF OPERATIONS Overview Zachary Bancshares, Inc.'s (ZBI) net income for 1996 was $819,326 compared to $765,783 for 1995 or a 7% increase. ZBI's income stream is from core banking products and services. ZBI continues to benefit from strong regional and local economies and expects continued growth. The following table indicates ZBI's equity position and balance sheet trends. The effect of the Unrealized Loss on Securities discussed in Note C is included in the Stockholders' Equity data. 	 Growth Trends (year to year in $ and %) 		 96 to 95 95 to 94 Stockholders' Equity 	 $ 444,469 or 6.2% 	 $1,488,936 or 26.2% Average Assets 	 $6,391,000 or 9.5% 	 $2,065,000 or 3.2% Earnings Analysis The Company's 1996 Net Interest Income increased 4.8%. Net Interest Income in 1996 was $2,993,591 compared to $2,857,271 for 1995. Average earning assets were $69,642,000 in 1996 compared to 63,216,000 in 1995. The following table depicts the Company's average earning assets components in thousands of dollars and the respective percentage relationship. 	1996 1995 Reserve & FHLB Funds $ 2,773 04% $ 3,914 06% Securities 33,224 48% 28,991 46% Loans (Net) 33,645 48% 30,284 48% Average Earning Assets $69,642 100% $63,216 100% The previous table indicates average earning assets growth. Management actively pursued increases in the Company's loan portfolio in 1996 and 1995. The majority of the Company's loans are secured by local, single family dwellings, with a fixed rate and 5 year balloon repricing terms. Average deposit liabilities were $65,867,000 in 1996 compared to $60,299,000 in 1995. The following table depicts ZBI's average deposit liabilities components and the respective percentage relationship, dollars in thousands. 	 27 	 1996 1995 FHLB Borrowings $ 13 0% $ 500 1% Demand Deposits 13,042 20% 12,258 20% Savings & NOW 19,065 28% 15,355 25% Money Market 5,155 8% 6,493 11% Certificates 28,592 43% 25,692 43% Average Depositor Liability $65,867 100% $60,299 100% As interest rates decreased in recent years, depositors have moved funds from the longer maturities (Certificates) into shorter matur-ities. Manage ment expects an increase in market rates may influence depositors to return some funds to longer term Certificates. Management remains committed to accepting only trade area deposits, which have core deposit characteristics. The Company accepted approximately $4,000,000 in Public Funds deposits in the second quarter of 1996. The Company anticipates these deposits will be with drawn in early 1997. The Company's Net Interest Spread and Margin are shown below. Net Interest Spread is the difference between the yield on earning assets and the cost of funding. Net Interest Margin is interest income as a percent of ave rage earning assets. 1996 1995 Net Interest Spread 3.32% 3.61% Net Interest Margin 4.30% 4.52% The Company's interest rate sensitivity is measured monthly and considered by the Board and Management. Interest rate sensitivity results from the timing differences at which assets and liabilities may be repriced as market rates change. The Company utilizes various measurement techniques to analyze and predict interest rate sensitivity. The Company's cumulative GAP (Interest Rate Sensitive Assets\Interest Rate Sensitive Liabilities) on December 31, 1996 was 86.09% at the one year time horizon and 83.79% at the 24 month time horizon. The 12 month GAP of 86.09% indicates $3,883,000 more liabilities will reprice than assets. The 24 month horizon will reprice $6,201,000 more liabilities than assets. The Company uses computer simulation to predict the net interest margin change at various interest rate shifts. The December 1996 simulation indicates the Company's net interest margin will change by less than 5% if interest rates move up or down 3% at the 12 month horizon. 	28 The Company sold Securities in 1996 resulting in a $64 cumulative loss; sales in 1995 resulted in a $22,950 cumulative loss. In both years, the Company was repositioning the Securities portfolio to either effect future earnings, sell less marketable items or effect the Asset-Liability position. 	 Allowance and Provision for Loan Losses The Allowance for Loan Losses is the amount Management determines necessary to reduce loans to their estimated collectible amounts and to pro vide for future losses in certain loans which are currently unidentified. The Provision for Loan Losses is the amount charged to current earnings which are contributed to the Allowance, hereby maintaining the Allowance's integrity. The Company had a negative 1995 Provision of $77,374, (see Note E). The following table reflects year end Allowance and Provision totals: 		 1996 1995 Allowance for Losses $820,227 $820,000 Provision for Losses 	 0 $(77,374) Management utilizes diversification by loan type, borrower, purpose and industry in combination with individual credit standards to balance the Company's credit risks. Loans are reviewed to facilitate identi-fication and monitoring of potentially deteriorating credits. Manage-ment considers the current Allowance adequate to absorb potential losses. Non-Performing Assets Non-performing assets include non-accrual loans, restructured loans and foreclosed assets. Loans are placed on non-accrual when a borrower's fin ancial position has weakened or the ability to comply with contractual agree ments becomes reasonably doubtful. Restructured loans have had original con tractual agreements renegotiated because of the borrower's apparent inability to fulfill the contract. Other Real Estate, by State Law, is carried at the lower of cost or current market value for any asset appraised in excess of $40,000. The following table represents non-performing and renegotiated assets at year end: 			1996 1995 			 Non-Accrual Loans 	 $181,800 $214,200 Restructured Loans 	 58,231 69,572 Other Real Estate 		 408,181 451,770 Total 		 $648,212 $735,542 The Company maintains an internal Watch List for Management purposes for loans (both performing and non-performing) that have been iden-tified as requiring special monitoring. The Watch List consists of accruing, non- accruing and restructured loans. These loans have characteristics resulting in Management's concern of the borrower's current ability to meet the loan contract. Watch List totals at December 31 are: 1996 1995 $1,600,000 $1,209,000 	 In 1996, the Company realized a $12,971 Gain on Sale of Other Real Estate, similar 1995 sales resulted in a $21,344 Gain on Sale. Other Income Service Charges on Deposit Accounts is flat for the years under consideration. The Company reduced service charge rates in the second quarter of 1995; however, volume increases were sufficient to offset the rate decrease. Other Income has increased 85% or $45,714 in 1996, this increase included fee income from investment sales which the Company contracted from a third party at approximately mid year 1996. Other Expense Salaries and Employee benefits increased 1.1% in 1996. The 1996 Salary Expense did not increase. In 1995, the Company established a partially self- funded medical plan which may decrease the rate of future cost increases. Occupancy expense increased 20% in 1996, as a result of facility improvement. Regulatory Assessment decreased 68% to $19,093 as a result of legislative required reductions in FDIC premiums. The Company expects the 1997 assessment expense to not exceed $25,000. Income Tax The Company was fully taxable in both 1996 and 1995 and expects to remain so in 1997. 30 ZACHARY BANCHARES, INC. ZACHARY BANCSHARES, INC. BANK LOCATIONS	 OFFICERS		 	 AND BANK OF ZACHARY 			 DIRECTORS MAIN OFFICE 	 4700 Main Street Harry S. Morris, Jr. President and C.E.O. Russell Bankston Chairman of the Board 	 The Plaza Winston E. Canning 2210 Hwy 64 Secretary Rodney S. Johnson		 Zachary 				 Vice Chairman Mark Thompson							 Central Branch Treasurer			 Hardee M. Brian 13444 Hooper Road Winston E. Canning 		 Baton Rouge 	 Howard L. Martin, M.D.	 	 Albert C. Mills, III, PhD. 	 BANK OF ZACHARY		 Harry S. Morris, Jr. OFFICERS				 		 Harry S. Morris, Jr.	 Director Emeritus		 President & C.E.O.		 A. C. Mills, Jr.			 INFORMATION	 						 Winston E. Canning					 	 Request for additional Executive Vice President						 information or copies 	 							 of Form 10KSB filed	 Mark Thompson						 with the Securities Vice President & Cashier						 and Exchange Com-	 							 mission in Washing- Gerard R. "Bubba" Beatty			 	 ton, D. C. should be Vice President				 directed to: 				 STOCK INFORMATION Warren Couvillion						 Chief Financial Officer Vice President			 The Companys stock is not	 Zachary Bancshares,Inc 				listed on any security exchange Post Office Box 497 Kathleen Parker			 Therefore, Zachary Bancshares,	 Zachary, LA 70791 Vice President		 	Inc. does not have exchange 			 	data that provides high and low	 Judy W. Andrews		 stock prices. The Company	 TRANSFER AGENT Assistant Vice President		did not have stock trades in & REGISTRAR 				1996. Ethel Mae Womack				 		 Bank of Zachary Assistant Vice President					 Post Office Box 497 		There was a cash dividend 		 Zachary, LA 70791 Laura Steen			 paid in 1996 of $1.65 per	 Operations Officer 		share and $1.50 in 1995.		 								 INDEPENDENT Melinda White								 ACCOUNTANT 	 Note Supervisor & Compliance Officer				 Hannis T. Bourgeois 								 & Co., L.L. P. Sandra Worthy							 2322 Tremont Drive Operation Officer						 Suite 200 					 			 Baton Rouge,LA 70809	 31