Exhibit 99.2

LOGO: SOUTHBANC SHARES INC.
Subscription & Community Offering Order Form
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Perpetual Bank, A Federal
Savings Bank Expiration Date
Conversion Center for Stock Order Forms
XX Street Day, Month XX, 199X
Anderson, SC XXXXX 12:00 Noon, Eastern Time
(864) XXX-XXXX
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IMPORTANT PLEASE NOTE: A properly completed original stock order form must be
used to subscribe for common stock. Copies of of this
form are not required to be accepted. Please read the
Stock Ownership Guide and Stock Order Form Instructions
as you complete this Form.
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(1) Number of Shares (2) Total Payment Due The minimum purchase is 28 shares. The maximum purchase
- --------------------- Subscription Price --------------------- limitations are (i) in the Subscription Offering-for any eligible
X $20.00 = subscriber, $1,000,000 (50,000 shares); and (ii) in the Community
- --------------------- --------------------- Offering-for any person, together with Associates or persons
acting in concert, $1,000,000 (50,000 shares). In addition, no
person, together with associates of and persons acting in
concert with such person, may purchase in the aggregate more than
the number of shares of Conversion Stock than when combined with
Exchange Shares received by such person would exceed the overall
maximum purchase limitation of 50,000 shares.
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(3) Employee/Officer/Director Information
[_] Check here if you are a employee, officer or director of Perpetual Bank, A Federal
Savings Bank or a member of such person's immediate family.
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(4) Method of Payment/Check Check Amount
Enclosed is a check, bank draft or money order made ----------------------------------------
payable to Perpetual Bank, A Federal Savings Bank in
the amount of: ----------------------------------------
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(5) Method of Payment/Withdrawal
The undersigned authorizes withdrawal from the following account(s) at Perpetual
Bank, A Federal Savings Bank. Individual Retirement Accounts maintained at
Perpetual Bank, A Federal Savings Bank cannot be used. There is no penalty for
early withdrawal used for this payment.
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Account Number(s) Withdrawal Amount(s)
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Total Withdrawal Amount
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(6) Purchaser Information
a. [_] Check here if you are an Eligible Account Holder with a deposit account(s) totaling $50.00 or
more on June 30, 1996. LIST ACCOUNT(S) BELOW.

b. [_] Check here if you are a Supplemental Eligible Account Holder with a deposit account(s)
totaling $50.00 or more on December 31, 1997. LIST ACCOUNT(S) BELOW.

c. [_] Check here if you were a depositor as of ________________ or a borrower with a loan outstanding
as of ______________ which continued to be outstanding as of ____________________.
LIST ACCOUNT(S) OR LOAN(S) BELOW.

d. [_] Check here and indicate the number of Perpetual Bank, -------------------------------------------
A Federal Savings Bank shares CURRENTLY owned
by you, or by persons associated or acting in concert with you: -------------------------------------------
Complete 6(d) on reverse side for any persons associated or acting in concert with you.
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Account Type (Names on Accounts) Account Number(s)
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Please Note: Failure to list all your accounts at the Bank may result in the loss
of part or all of your subscription rights. If additional space is needed, please
utilize the back of this stock order form.
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(7) Stock Registration/Form of Stock Ownership
[_] Individual [_] Joint Tenants [_] Tenants in Common
[_] Fiduciary (i.e. trust, estate, etc.) [_] Company/Corp/Partnership [_] Uniform Gifts to Minors Act

[_][_][_]-[_][_]-[_][_][_][_]
[_] IRA or other Qualified Plan - Beneficial Owners SS#

(8) Name(s) in which stock is to be registered (Please print clearly)
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Name(s) Social Security # or Tax ID#

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Name(s) continued Social Security # or Tax ID#

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Street Address County of Residence

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City State Zip Code
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(9) Telephone - Daytime ( ) Evening ( )
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[_] (10) NASD AFFLIATION - Check here if you are a member of the National
Association of Securities Dealers, Inc. ("NASD"), a person associated with an
NASD member, a member of the immediate family of any such person to whose
support such person contributes, directly or indirectly, or the holder of an
account in which an NASD member or person associated with an NASD member has a
beneficial interest. To comply with conditions under which an exemption from the
NASD's Interpretation With Respect to Free-Riding and withholding is available,
you agree, if you have checked the NASD Affiliation box (i) not to sell,
transfer or hypothecate the stock for a period of 90 days following issuance,
and (ii) to report this subscription in writing to the applicable NASD member
within one day of payment thereafter.

[_] (11) ASSOCIATES - Acting in Concert Check here, and complete the reverse
side of this Form, if you or any associates (as defined on the reverse side of
this Form) or persons acting in concert with you have submitted other orders for
shares in the Subscription and/or Community Offerings.
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(12) ACKNOWLEDGEMENT - To be effective, this Stock Order Form and accompanying
Certification Form must be properly completed and actually received by Perpetual
Bank, A Federal Savings Bank no later than 12:00 noon, Eastern Time, on DAY,
MONTH DATE, 199X, unless extended; otherwise this Stock Order Form and all
subscription rights will be void. The undersigned agrees that after receipt by
Perpetual Bank, A Federal Savings Bank, this Stock Order Form may not be
modified, withdrawn or cancelled without the Bank's consent and if authorization
to withdraw from deposit accounts at the Bank has been given as payment for
shares, the amount authorized for withdrawal shall not otherwise be available
for withdrawal by the undersigned. Under penalty of perjury, I hereby certify
that the Social Security or Tax ID Number and the information provided on this
Stock Order Form is true, correct and complete, that I am not subject to back-up
withholding, and that I am purchasing solely for my own account and that there
is no agreement or understanding regarding the sale or transfer of such shares,
or my right to subscribe for shares herewith. It is understood that this Stock
Order Form will be accepted in accordance with, and subject to, the terms and
conditions of the Amended Plan of Conversion and Agreement and Plan of
Reorganization of the Bank described in the accompanying Prospectus. The
undersigned hereby acknowledges receipt of the Prospectus at least 48 hours
prior to delivery of this Stock Order Form to the Bank.
Federal regulations prohibit any person from transferring, or entering into any
agreement, directly or indirectly, to transfer the legal or beneficial ownership
of subscription rights or the underlying securities to the account of another.
Perpetual Bank, A Federal Savings Bank, SouthBanc Shares M.H.C. and SouthBanc
Shares, Inc. will pursue any and all legal and equitable remedies in the event
they become aware of the transfer of subscription rights and will not honor
orders known by them to involve such transfer.

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Signature Date Signature Date
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A SIGNED CERTIFICATION FORM MUST ACCOMPANY ALL STOCK ORDER FORMS

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BANK USE ONLY
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BANK USE ONLY
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ITEM (6)a, (6)b, (6)c,-CONTINUED

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Account Title (Names on Accounts) Account Number(s)
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ITEM (6)d - CONTINUED
List below the number of Perpetual Bank, A Federal Savings
Bank shares currently owned by Associates (as defined) or by
persons acting in concert with you.
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Registration (Name(s) on Stock Certificate) Number of Share(s)
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ITEM (11) - (CONTINUED)
List below all other orders submitted by you or Associates (as defined) or by
persons acting in concert with you.
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Name(s) listed on other Stock Order Forms Number of Shares Ordered
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"Associate" is defined as: (i) any corporation or organization (other than
Perpetual Bank, A Federal Savings Bank, SouthBanc Shares, M.H.C., SouthBanc
Shares, Inc. or a majority-owned subsidiary of the Bank) of which such person is
a director, officer or partner or is, directly or indirectly, the beneficial
owner of 10% or more of any class of equity securities; (ii) any trust or other
estate in which such person has a substantial beneficial interest or as to which
such person serves as a trustee or in a similar fiduciary capacity; provided,
however, such term shall not include Perpetual Bank, A Federal Savings Bank,
SouthBanc Shares, M.H.C., SouthBanc Shares, Inc.'s employee stock benefit plans
in which such person has a substantial beneficial interest or serves as a
trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of
such person, or any relative of such spouse, who either has the same home as
such person or who is a director or officer of the Bank, Company, Mutual Holding
Company or any subsidiaries thereof. Directors of the Bank, Company or the
Mutual Holding Company are not treated as Associates solely because of their
Board memberships.

YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK
CERTIFICATION FORM

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT
GUARANTEED BY PERPETUAL BANK, A FEDERAL SAVINGS BANK, THE FEDERAL GOVERNMENT OR
BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTORS PRINCIPAL IS
SUBJECT TO LOSS.

If anyone assets that this security is federally insured or guaranteed, or is as
safe as an insured deposit, I should call ________________________, ____________
located at __________________ at (XXX) XXX-XXXX.

I further certify that, before purchasing the common stock, par value $.01 per
share, of SouthBanc Shares Inc. (the "Company"), the proposed holding company
for Perpetual Bank, A Federal Savings Bank, I received a Prospectus of the
Company dated __________, 199X relating to such offer of Common Stock.

The Prospectus that I received contains disclosure concerning the nature of the
Common Stock being offered by the Company and describes the risks involved in
the investment in this Common Stock, including but not limited to the:

1. Certain Lending Risks (page )

2. Interest Rate Risk (page )

3. Competition (page )

4. Return on Equity After Conversion and Reorganization (page )

5. Expenses Associated With MRP (page )

6. Anti-takeover Considerations (page )

7. Possible Dilutive Effect of Benefit Programs (page )

8. Absence of Prior Market for the Common Stock (page )

9. Possible Increase in Estimated Valuation Range and Number of
Shares Issued (page )

10. Possible Adverse Income Tax Consequences of the Distribution of
Subscription Rights (page )

Signature Date Signature Date
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Name (Please Print) Name (Please Print)
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STOCK OWNERSHIP GUIDE
INDIVIDUAL
Include the first name, middle initial and last name of the shareholder. Avoid
the use of two initials. Please omit words that do not affect ownership rights,
such as "Mrs.", "Mr.", "Dr.", "special account", "single person", etc.
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JOINT TENANTS
Joint tenants with right of survivorship may be specified to identify two or
more owners. When stock is held by joint tenants with right of survivorship,
ownership is intended to pass automatically to the surviving joint tenant(s)
upon the death of any joint tenant. All parties must agree to the transfer or
sale of shares held by joint tenants.
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TENANTS IN COMMON
Tenants in common may also be specified to identify two or more owners. When
stock is held by tenants in common, upon the death of one co-tenant, ownership
of the stock will be held by the surviving co-tenant(s) and by the heirs of the
deceased co-tenant. All parties must agree to the transfer or sale of shares
held by tenants in common.
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UNIFORM GIFTS TO MINORS ACT ("UGMA")
Stock may be held in the name of a custodian for a minor under the Uniform Gifts
to Minors Act of each state. There may be only one custodian and one minor
designated on a stock certificate. The standard abbreviation for Custodian is
"CUST", while the Uniform Gifts to Minors Act is "UGMA". Standard U.S. Postal
Service state abbreviations should be used to describe the appropriate state.
For example, stock held by John Doe as custodian for Susan Doe under the South
Carolina Uniform Gifts to Minors Act will be abbreviated John Doe, CUST Susan
Doe UGMA, SC (use minor's social security number).
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FIDUCIARIES
Information provided with respect to stock to be held in a fiduciary capacity
must contain the following:
. The name(s) of the fiduciary. If an individual, list the first name, middle
initial and last name. If a corporation, list the full corporate title
(name). If an individual and a corporation, list the corporation's title
before the individual.
. The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
. A description of the document governing the fiduciary relationship, such as
a trust agreement or court order. Documentation establishing a fiduciary
relationship may be required to register your stock in a fiduciary
capacity.
. The date of the document governing the relationship, except that the date
of a trust created by a will need not be included in the description.
. The name of the maker, donor or testator and the name of the beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: John Doe,
Trustee Under Agreement Dated 10-1-87 for Susan Doe.
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STOCK ORDER FORM INSTRUCTIONS
ITEMS 1 AND 2.
Fill in the number of shares that you wish to purchase and the total payment
due. The amount due is determined by multiplying the number of shares by the
subscription price to $20.00 per share. The minimum purchase in the
Subscription and Community Offerings is 25 shares. In the Subscription
Offering, the maximum purchase by each Eligible Account Holder, Supplemental
Eligible Account Holder and Other Member is $1,000,000 (50,000 shares), and the
maximum purchase in the Community Offering by any person, together with
associates or persons acting in concert is $1,000,000 (50,000) shares. The
Primary Parties have reserved the right to reject the subscription of any order
received in the Community Offering, in whole or in part. In addition, no
person, together with associates of or persons acting in concert with such
person, may purchase in the aggregate more than the number of shares of
Conversion Stock that when combined with Exchange Shares received by such
person would exceed the overall maximum purchase limitation of 50,000 shares.
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ITEM 3.
Please check this box to indicate whether you are an employee, officer or
director of Perpetual Bank, A Federal Savings Bank or a member of such person's
immediate family.
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ITEM 4.
Payment for shares may be made in cash (only if delivered by you in person to a
branch office of Perpetual Bank, A Federal Savings Bank) or by check, bank draft
or money order payable to Perpetual Bank, A Federal Savings Bank). Your funds
will earn interest at the Bank's passbook rate of interest until the Conversion
is completed. DO NOT MAIL CASH TO PURCHASE STOCK! Please insert the total
check(s) amount in this box if your method of payment is by check, bank draft or
money order.
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ITEM 5.
If you pay for your stock by a withdrawal from a deposit account at Perpetual
Bank, A Federal Savings Bank, insert the account number(s) and the amount of
your withdrawal authorization for each account. The total amount withdrawn
should equal the amount of your stock purchase. There will be no penalty
assessed for early withdrawals from certificate accounts used for stock
purchases. This form of payment may not be used if your account is an
Individual Retirement Account or Qualified Plan.
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ITEM 6.
a. Please check this box if you are an Eligible Account Holder with a deposit
account(s) totalling $50.00 or more on June 30, 1996.
b. Please check this box if you are a Supplemental Eligible Account Holder with
a deposit account(s) totalling $50.00 or more on December 31, 1997.
c. Check here if you were a depositor as of MONTH, DATE 199X or a borrower with
a loan outstanding as of MONTH, DATE 199x which continued to be outstanding
as of MONTH, DATE 1998.
d. Please indicate the number of Perpetual Bank, A Federal Savings Bank, shares
CURRENTLY owned by you, or by persons associated (as defined on the reverse
side of the Stock Order Form) or acting in concert with you. Please list any
associates or persons acting in concert with you and share amounts on the
reverse side of this Stock Order Form.
Please list all names on the account(s) and all account number(s) of accounts
you had a these dates at the Bank in order to insure proper identification of
your purchase rights. Please note: Failure to list all your accounts at the
Bank may result in the loss of part or all of your subscription rights.
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ITEMS 7, 8 AND 9.
The stock transfer industry has developed a uniform system of shareholder
registrations that will be used in the issuance of your SouthBanc Shares, Inc.
Common Stock. Please complete items 7,8 and 9 as fully and accurately as
possible, and be certain to supply your social security or Tax I.D. number(s)
and your daytime and evening telephone number(s). We will need to call you if
we cannot execute your order as given. If you have any questions regarding the
registration of your stock, please consult your legal advisor. Stock ownership
must be registered in one of the ways described above under "Stock Ownership
Guide".
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ITEM 10.
Please check this box if you are a member of the NASD or if this item otherwise
applies to you.
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ITEM 11.
Please check this box if you or any associate (as defined on the reverse side
of the Stock Order Form) or person acting in concert with you has submitted
another order for shares and complete the reverse side of the Stock Order Form.
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ITEM 12.
Please sign and date this Stock Order Form and Certification Form where
indicated. Before you sign, review the Stock Order Form, including the
acknowledgement, and the Certification Form. Normally, one signature is
required. An additional signature is required only when payment is to be made by
withdrawal from a deposit account that requires multiple signatures to withdraw
funds.
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You may mail your completed Stock Order Form and Certification Form in the
envelope that has been provided, or you may deliver your Stock Order Form and
Certification Form to any branch of Perpetual Bank, A Federal Savings Bank. Your
Stock Order Form and Certification Form, properly completed, and payment in full
(or withdrawal authorization) at the subscription price must be received by
Perpetual Bank, A federal Savings Bank no later than 12:00 noon, Eastern time,
on __________, _______ 1998 or it will become void. If you have any remaining
questions, or if you would like assistance in completing your Stock Order Form
and Certification Form, you may call our Stock Information Center Monday through
Friday from 10:00 a.m. to 4:00 p.m.
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[DRAFT 12/9/97]

SOUTHBANC SHARES, M.H.C.

PROPOSED LETTERS/QUESTION & ANSWER BROCHURES

INDEX
-----

1. Dear Member Letter including IRA or Qualified Plan

2. Dear Member Letter for Non Eligible States

3. Dear Friend Letter - Eligible Account Holders who are no longer Members

4. Dear Potential Investor Letter *

5. Dear Customer Letter - Used as a Cover Letter for States Requiring "Agent"
Mailing *

6. Proxy Request

7. Proxy Question and Answer Brochure

8. Stock Question and Answer Brochure*

9. Request Card

10. Mailing Insert/Lobby Poster

11. Invitation Letter - Informational Meetings

12. Dear Subscriber/Acknowledgment Letter - Initial Response to Stock Order
Received

13. Dear Shareholder - Confirmation Letter

14. Dear Interested Investor - No Shares Available Letter

15. Welcome Shareholder Letter - For Initial Certificate Mailing

16. Dear Interested Subscriber Letter - Subscription Rejection

17. Letter for Sandler O'Neill Mailing to Clients *

* Accompanied by a Prospectus

Note: Items 1 through 10 are produced by the Financial Printer and Items
11 through 17 are produced by the Stock Information Center.

[SouthBanc Shares, M.H.C.]

Dear Member:

The Boards of Directors of Perpetual Bank, A Federal Savings Bank (the "Savings
Bank") and SouthBanc Shares, M.H.C. (the "MHC") have voted unanimously in favor
of an Amended Plan of Conversion and Agreement and Plan of Reorganization (the
"Plan of Conversion"). As part of this plan, we have formed SouthBanc Shares,
Inc. (the "Company") which will own all of the Savings Bank's Common Stock.
Pursuant to the Plan of Conversion, the existing stockholders of the Savings
Bank (other than the MHC) will be issued shares of the Company Common Stock in
exchange for their shares of Savings Bank Common Stock ( the "Exchange Shares").
The Exchange Shares will result in those stockholders owning in the aggregate
approximately the same percentage of the Company as they had owned in the
Savings Bank. In addition to the shares of Company Common Stock to be issued in
the Exchange, the Company is offering up to X,XXX,XXX shares of Common Stock to
the MHC's members, the Savings Bank stockholders and members of the public. We
are converting so that the Savings Bank and the MHC will be structured in a form
used by most other holding companies of savings institutions, commercial banks
and most other business entities, and to allow our bank to become stronger.

TO ACCOMPLISH THE CONVERSION AND REORGANIZATION, YOUR PARTICIPATION IS EXTREMELY
IMPORTANT. On behalf of the Board, I ask that you help us meet our goal by
reading the enclosed Proxy Statement and Question and Answer Brochure and then
casting your vote in favor of the Plan of Conversion, and mailing your signed
proxy card immediately in the _______ postage-paid envelope provided. Should
you choose to attend the Special Meeting of Members and wish to vote in person,
you may do so by revoking any previously executed proxy. If you have an IRA or
other Qualified Plan account for which the Savings Bank acts as trustee and we
do not receive a proxy from you, the Savings Bank intends, as trustee for such
account, to vote for the Plan of Conversion on your behalf.

If the Plan of Conversion is approved let me assure you that:

.Deposit accounts will continue to be federally insured to the fullest extent
permitted by law.

.Existing deposit accounts and loans will not undergo any change as a result of
the Conversion and Reorganization.

.Voting for approval will not obligate you to buy any shares of Common Stock.

As a qualifying account holder, you may also take advantage of your
nontransferable rights to subscribe for shares of SouthBanc Shares, Inc. Common
Stock without commission or fee on a priority basis, before the stock is offered
to the general public. If you are interested in subscribing for shares of
Common Stock, please complete the enclosed request card and return it to us in
the ______ postage-paid envelope provided by DAY, MONTH DATE 199X, and we will
mail you a Prospectus, a stock order form and a certification form.

If you wish to use funds in your IRA or Qualified Plan maintained at the Savings
Bank to subscribe for Common Stock, please be aware that federal law requires
that such funds first be transferred to a self-directed retirement account with
a trustee other than the Savings Bank. The transfer of such funds to a new
trustee takes time, so please make arrangements as soon as possible.

If you have any questions after reading the enclosed material, please call our
Stock Information Center at (xxx) xxx-xxxx. The Stock Information Center is open
Monday through Friday between the hours of 10:00 a.m. and 4:00 p.m. Please note
that the Stock Information Center will be closed from 12:00 noon DAY, MONTH
DATE, 199X, through 12 noon DAY, MONTH DATE, 199X, in observance of the
_________________ holiday.

Sincerely,

Signature
Title

This is not an offer to sell or a solicitation of an offer to buy Common Stock.
The offer is made only by the Prospectus.

[SouthBanc Shares, M.H.C.]

Dear Member:

TO ACCOMPLISH THE CONVERSION AND REORGANIZATION, YOUR PARTICIPATION IS EXTREMELY
IMPORTANT. On behalf of the Board, I ask that you help us meet our goal by
reading the enclosed Proxy Statement and Question and Answer Brochure and then
casting your vote in favor of the Plan of Conversion, and mailing your signed
proxy card immediately in the ____ postage-paid envelope provided. Should you
choose to attend the Special Meeting of Members and wish to vote in person, you
may do so by revoking any previously executed proxy. If you have an IRA or
other Qualified Plan account for which the Savings Bank acts as trustee and we
do not receive a proxy from you, the Savings Bank intends, as trustee for such
account, to vote for the Plan of Conversion on your behalf.

If the Plan of Conversion is approved let me assure you that:

.Deposit accounts will continue to be federally insured to the fullest extent
permitted by law.

.Existing deposit accounts and loans will not undergo any change as a result of
the Conversion.

We regret that we are unable to offer you Common Stock in the Subscription and
Direct Community Offerings, because the laws of your state or jurisdiction
require us to register either (1) the to-be-issued Common Stock of SouthBanc
Shares, Inc., or (2) an agent of the Savings Bank to solicit the sale of such
stock, and the number of eligible subscribers in your state or jurisdiction does
not justify the expense of such registration.

Sincerely,

Signature
Title

[SouthBanc Shares, M.H.C.]

Dear Friend:

As a former account holder, you may take advantage of your nontransferable
rights to subscribe for shares of SouthBanc Shares, Inc. Common Stock without
commission or fee on a priority basis, before the stock is offered to the
general public. If you are interested in subscribing for shares of Common
Stock, please complete the enclosed request card and return it to us in the
postage-paid envelope provided by Month Date, 199X, and we will mail you a
Prospectus, a stock order form and a certification form.

To ensure that each purchaser receives a Prospectus at least 48 hours prior to
the Expiration Date of Day, Month Date, 199X in accordance with Rule 15c2-8 of
the Securities Exchange Act of 1934, as amended, no Prospectus will be mailed
any later than five days prior to such date or hand delivered any later than two
days prior to such date.

If you have any questions after reading the enclosed material, please call our
Stock Information Center at (xxx) xxx-xxxx. The Stock Information Center is open
Monday through Friday from 10:00 a.m. to 4:00 p.m. Please note that the Stock
Information Center will be closed from 12:00 noon DAY, MONTH DATE, 199X, through
12 noon DAY, MONTH DATE, 199X, in observance of the _________________ holiday.

Sincerely,

Signature
Title

This is not an offer to sell or a solicitation of an offer to buy Common Stock.
The offer is made only by the Prospectus.

[SouthBanc Shares, M.H.C.]

Dear Potential Investor:

We are pleased to provide you with the enclosed material in connection with the
Conversion and Reorganization of Perpetual Bank, A Federal Savings Bank (the
"Savings Bank") and SouthBanc Shares, M.H.C., the mutual holding company of
Perpetual, into the stock holding company structure.

This information packet includes the following:

PROSPECTUS: This document provides detailed information about the Savings
Bank's operations, the proposed stock offering by SouthBanc Shares, Inc., the
holding company formed by the Savings Bank to become the Savings Bank's parent
company upon completion of the Conversion and Reorganization. Please read it
carefully prior to making an investment decision.

STOCK QUESTION AND ANSWER BROCHURE: This answers commonly asked questions about
the stock offering.

STOCK ORDER AND CERTIFICATION FORMS: Use these forms to subscribe for stock and
return them together with your payment in the postage-paid envelope provided.
The deadline to subscribe for stock is 12:00 noon, Eastern Time on Day, Month
Date, 199X.

We are pleased to offer you this opportunity to become one of our stockholders.
If you have any questions regarding the Conversion and Reorganization or the
Prospectus, please call our Stock Information Center at (xxx) xxx-xxxx. The
Stock Information Center is open Monday through Friday between the hours of
10:00 a.m. and 4:00 p.m. Please note that the Stock Information Center will
be closed from 12:00 noon DAY, MONTH DATE, 199X, through 12 noon DAY, MONTH
DATE, 199X, in observance of the _________________ holiday.

Sincerely,

Signature
Title

This is not an offer to sell or a solicitation of an offer to buy Common Stock.
The offer is made only by the Prospectus.

[SANDLER O'NEILL & PARTNERS, L.P. LETTERHEAD]

Dear Customer:

At the request of Perpetual Bank, A Federal Savings Bank, (the "Savings Bank")
and SouthBanc Shares, M.H.C.("MHC"), we have enclosed material regarding the
offering of Common Stock by SouthBanc Shares, Inc. the holding company formed by
the Savings Bank and the MHC to become the Savings Bank's parent company. This
material is offered in connection with the Conversion and Reorganization of the
Savings Bank and the MHC. These materials include a Prospectus and stock order
and certification forms which offer you the opportunity to subscribe for shares
of Common Stock of SouthBanc Shares, Inc.

We recommend that you read this material carefully. If you decide to subscribe
for shares, you must return the properly completed stock order form and signed
certification form along with full payment for the shares (or appropriate
instructions authorizing withdrawal from a deposit account at Perpetual Bank, A
Federal Savings Bank) no later than 12:00 noon, Eastern time on Month Date, 199X
in the accompanying postage-paid envelope. If you have any questions after
reading the enclosed material, please call the Stock Information Center at (xxx)
xxx-xxxx and ask for a Sandler O'Neill representative. The Stock Information
Center is open Monday through Friday between the hours of 10:00 a.m. and 4:00
p.m. Please note that the Stock Information Center will be closed from 12:00
noon DAY, MONTH DATE, 199X, through 12 noon DAY, MONTH DATE, 199X, in observance
of the _________________ holiday.

We have been asked to forward these documents to you in view of certain
requirements of the securities laws of your jurisdiction. We should not be
understood as recommending or soliciting in any way any action by you with
regard to the enclosed materials.

Sincerely,

Sandler O'Neill & Partners, L.P.

This is not an offer to sell or a solicitation of an offer to buy Common Stock.
The offer is made only by the Prospectus.

Enclosure

LOGO: [PERPETUAL BANK, A FEDERAL SAVINGS BANK]

A SUBSIDIARY OF

SOUTHBANC SHARES, M.H.C.

P R O X Y R E Q U E S T

WE NEED YOUR VOTE!

DEAR CUSTOMER:

YOUR VOTE ON OUR AMENDED PLAN OF CONVERSION AND AGREEMENT AND PLAN OF
REORGANIZATION HAS NOT YET BEEN RECEIVED. YOUR VOTE IS VERY IMPORTANT TO US.
PLEASE VOTE AND MAIL THE ENCLOSED PROXY TODAY.

REMEMBER: VOTING FOR THE PLAN OF CONVERSION DOES NOT OBLIGATE YOU TO BUY STOCK.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AMENDED PLAN OF
CONVERSION, AND URGES YOU TO VOTE IN FAVOR OF IT. YOUR DEPOSIT
ACCOUNTS OR LOANS WITH THE SAVINGS BANK WILL NOT BE AFFECTED IN ANY
WAY. DEPOSIT ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED.

A POSTAGE-PAID ENVELOPE IS ENCLOSED WITH THE PROXY FORM. IF YOU HAVE ANY
QUESTIONS, PLEASE CALL OUR STOCK INFORMATION CENTER AT (XXX) XXX-XXXX, MONDAY
THROUGH FRIDAY, BETWEEN THE HOURS OF 10:00 A.M. AND 4:00 P.M.

IF YOU HAVE MORE THAN ONE ACCOUNT YOU MAY RECEIVE MORE THAN ONE PROXY.

PLEASE VOTE TODAY BY RETURNING ALL PROXY CARDS RECEIVED.
---

SINCERELY,

SOUTHBANC SHARES, M.H.C.

7-1

PROXY QUESTIONS AND ANSWERS

BACKGROUND

On October 23, 1993, Perpetual Bank, A Federal Savings Bank ("Perpetual" or the
"Savings Bank") reorganized into a new form of organization, the mutual holding
company structure. As part of this Reorganization, the Savings Bank formed
SouthBanc Shares, M.H.C. (the "MHC") a mutual holding company and Perpetual
became a stockholder-owned company through the initial sale of Common Stock. In
September 1996, the Savings Bank completed an additional offering of Common
Stock.

The primary business of the MHC has been to hold shares of Perpetual's Common
Stock. As majority stockholder, it holds XX.X% of the shares of Common Stock
outstanding. The remaining shares are traded publicly and are owned by
Perpetual's management, benefit plans, customers and members of the public
(together, "Public Stockholders").

THE CONVERSION AND REORGANIZATION

The Boards of Directors of the Savings Bank and the MHC have unanimously adopted
a Plan, whereby the MHC will convert to a federal interim stock savings
institution and will merge with and into the Savings Bank. The Savings Bank has
formed SouthBanc Shares, Inc., a Delaware chartered corporation (the "Company"),
and, pursuant to a reorganization and merger, the Savings Bank will become the
wholly owned subsidiary of the Company. The Company will offer Common Stock to
the Savings Bank's Eligible Account Holders, Supplemental Eligible Account
Holders and Other Members in a Subscription Offering, and then to certain
members of the general public in a Direct Community Offering. As a result of
the Conversion and Reorganization, each share of Savings Bank Common Stock held
by the MHC will be canceled and each share of Savings Bank Common Stock held by
the Savings Bank's Public Stockholders will be converted into shares of
SouthBanc Shares, Inc. Common Stock. The Public Stockholders will be mailed
instructions with regard to effecting the Exchange at a later date after the
consummation of the Conversion and Reorganization.

It is necessary for the MHC to receive a majority of the outstanding votes in
favor of the Conversion and Reorganization, so YOUR VOTE IS VERY IMPORTANT.
Please return your proxy in the enclosed _______ postage-paid envelope.

YOUR BOARDS OF DIRECTORS URGE YOU TO VOTE "FOR" THE CONVERSION AND
REORGANIZATION AND RETURN YOUR PROXY CARD TODAY.

7-2

Q. WHAT IS THE REASON FOR THE CONVERSION AND REORGANIZATION?

A. The MHC does not have stockholders and has no authority to issue capital
stock. As a result of the Conversion and Reorganization, the MHC will be
restructured into the form used by holding companies of commercial banks,
other business entities and a growing number of savings institutions. The
Conversion and Reorganization will enhance the ability of the Company and
the Savings Bank to access capital markets, expand current operations,
acquire other financial institutions or branch offices and diversify into
other financial services to the extent allowable by applicable law and
regulation.

Q. WHAT WILL BE THE EFFECT OF THE CONVERSION AND REORGANIZATION?

A. . The Conversion and Reorganization will have no effect on the balance or
terms of any deposit account or loan. Your deposits will continue to
be federally insured to the fullest extent permissible.

. The officers and employees of Perpetual will continue in their current
capacities.

. The Company will replace the MHC, and Perpetual will become the wholly-
owned subsidiary of the Company.

. The Company will be a stock corporation and will sell its Common Stock.

. The Company's Common Stock will be publicly held and will be traded on
the Nasdaq National Market under the symbol "PERT".

. The Public Stockholders will exchange their Savings Bank stock for stock
of the Company pursuant to an exchange ratio.

Q. WHO IS ELIGIBLE TO VOTE ON THE CONVERSION?

A. Depositors and certain borrowers as of MONTH, DATE, 1998 (the "Voting
Record Date") who continue to be members of the MHC as of the Special
Meeting of Members to be held on MONTH DATE, 1998. The Stockholders of
Perpetual Bank as of a Voting Record Date also have the right to vote and
will be mailed a separate proxy card.

7-3
Q. AM I REQUIRED TO VOTE?

A. No. Members are not required to vote. However, because the Conversion and
Reorganization will produce a fundamental change in the Savings Bank's
corporate structure, the Boards of Directors encourages all members to
vote.

Q. WHY DID I RECEIVE SEVERAL PROXIES?

A. If you have more than one account you may have received more than one proxy
depending upon the ownership structure of your accounts. Please vote and
sign all proxy cards that you received.

Q. HOW DO I VOTE?

A. You may vote by mailing your signed proxy card in the _______ postage-paid
envelope provided. Should you choose to attend the Special Meeting of
Members and decide to change your vote, you may do so by revoking any
previously executed proxy.

Q. DOES MY VOTE FOR THE CONVERSION AND REORGANIZATION MEAN THAT I MUST BUY
COMMON STOCK IN SOUTHBANC SHARES, INC.?

A. No. Voting for the Conversion and Reorganization does not obligate you to
buy shares of Common Stock of SouthBanc Shares, Inc.

Q. WILL ANY ACCOUNT I HOLD WITH THE SAVINGS BANK BE CONVERTED INTO STOCK?

A. No. All accounts remain as they were prior to the Conversion and
Reorganization. As an Eligible Account Holder, Supplemental Eligible
Account Holder or Other Member, you receive priority over the general
public in exercising your right to subscribe for shares of Common Stock.

Q. I HAVE A JOINT SAVINGS ACCOUNT. MUST BOTH PARTIES SIGN THE PROXY CARD?

A. Only one signature is required, but both parties should sign if possible.

Q. WHO MUST SIGN TRUST OR CUSTODIAN ACCOUNTS?

A. The trustee or custodian must sign such accounts, not the beneficiary.

7-4

Q. I AM THE EXECUTOR (ADMINISTRATOR) FOR A DECEASED DEPOSITOR. CAN I SIGN THE
PROXY CARD?
A. Yes. Please indicate on the card the capacity in which you are signing the
card.

Q. HOW CAN I RECEIVE ADDITIONAL INFORMATION ABOUT THE CONVERSION AND
REORGANIZATION?
A. The MHC's Proxy Statement describes the Conversion and Reorganization in
detail. Please read the Proxy Statement carefully before voting.
Additional information is available in the Prospectus, which you may obtain
by returning a completed request card, or by calling our Stock Information
Center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00
A.M. and 4:00 P.M. Please note that the Stock Information Center will be
closed from 12:00 noon DAY, MONTH DATE, 199X, through 12 noon DAY, MONTH
DATE, 199X, in observance of the _________________ holiday.

TO ENSURE THAT EACH PURCHASER RECEIVES A PROSPECTUS AT LEAST 48 HOURS PRIOR TO
THE EXPIRATION DATE OF [DAY, MONTH DATE] 199X IN ACCORDANCE WITH RULE 15C2-8 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NO PROSPECTUS WILL BE MAILED
ANY LATER THAN FIVE DAYS PRIOR TO SUCH DATE OR HAND DELIVERED ANY LATER THAN TWO
DAYS PRIOR TO SUCH DATE.

This is not an offer to sell or a solicitation of an offer to buy Common Stock.
The offer is made only by the Prospectus.

8-1

STOCK OFFERING QUESTIONS & ANSWERS

BACKGROUND

THE CONVERSION AND REORGANIZATION

The Boards of Directors of the Savings Bank and the MHC have unanimously adopted
a Plan, whereby the MHC will convert to a federal interim stock savings
institution and will merge with and into the Savings Bank. The Savings Bank has
formed SouthBanc Shares, Inc. a Delaware chartered corporation (the "Company")
and, pursuant to a reorganization and merger, the Savings Bank will become the
wholly owned subsidiary of the Company. The Company will offer Common Stock to
the Savings Bank's Eligible Account Holders, Supplemental Eligible Account
Holders and Other Members in a Subscription Offering, and then to certain
members of the general public in a Direct Community Offering. As a result of
the Conversion and Reorganization, each share of Savings Bank Common Stock held
by the MHC will be canceled and each share of Savings Bank Common Stock held by
the Savings Bank's Public Stockholders will be converted into shares of
SouthBanc Shares, Inc. Common Stock. The Public Stockholders will be mailed
instructions with regard to effecting the Exchange at a later date after the
consummation of the Conversion and Reorganization.

Investment in Common Stock involves certain risks. For a discussion of these
risks and other factors, investors are urged to read the accompanying
Prospectus.

8-2

Q. WHAT IS THE REASON FOR THE CONVERSION AND REORGANIZATION?
A. The MHC does not have stockholders and has no authority to issue capital
stock. As a result of the Conversion and Reorganization, the MHC will be
restructured into the form used by holding companies of commercial banks,
other business entities and a growing number of savings institutions. The
Conversion and Reorganization will enhance the ability of the Company and the
Savings Bank to access capital markets, expand current operations, acquire
other financial institutions or branch offices and diversify into other
financial services to the extent allowable by applicable law and regulation.

Q. WILL THE CONVERSION AND REORGANIZATION AFFECT ANY OF MY DEPOSIT ACCOUNTS OR
LOANS?
A. No. The Conversion and Reorganization will not have any effect on the balance
or terms of any deposit account or loan. Your deposits will continue to be
federally insured to the fullest extent permissible.

Q. WHO IS ELIGIBLE TO PURCHASE STOCK IN THE SUBSCRIPTION OFFERING?
A. Nontransferable rights to purchase stock in the Subscription Offering have
been granted, in the order of priority, to: (i) depositors of the Savings
Bank with account balances of $50 or more on June 30, 1996 ("Eligible Account
Holders"), (ii) depositors of the Savings Bank with account balances of $50
or more on December 31, 1997 ("Supplemental Eligible Account Holders"), and
(iii) depositors of the Savings Bank as of MONTH, DATE, 199X and borrowers of
the Savings Bank with loans outstanding on MONTH, DATE, 199X which continue
to be outstanding as of MONTH, DATE, 199X ("Other Members").

Q. WILL I RECEIVE A DISCOUNT ON THE PRICE OF THE STOCK?
A. No. Conversion regulations require that the offering price of the stock be
the same for everyone: customers, directors, officers and employees of the
Savings Bank, and the general public.

8-3

Q. HOW MANY SHARES OF STOCK ARE BEING OFFERED, AND AT WHAT PRICE?
A. Excluding Exchange Shares, the Company is offering between 1,466,250 and
1,983,750 shares of Common Stock at a purchase price of $20 per share through
the Prospectus. Under certain circumstances, SouthBanc Shares, Inc. may
issue up to 2,281,312 shares.

Q. HOW MUCH STOCK CAN I PURCHASE?
A. The minimum purchase is 25 shares; the maximum purchase by any person in the
Subscription Offering is $1,000,000 (50,000 shares); the maximum purchase by
any person or entity, including purchases by associates of such person or
entity, in the Direct Community Offering and Syndicated Community Offering is
$1,000,000 (50,000 shares); and the maximum purchase by any person including
purchases by associates of such person, in the Subscription and Direct
Community Offerings is $1,000,000 (50,000 shares). In addition, no person,
together with associates of and persons acting in concert with such person,
may purchase in the aggregate more than the number of shares of Conversion
shares that when combined with Exchange Shares received by such person would
exceed the overall maximum purchase limitation of 50,000 shares.

Q. HOW DO I ORDER STOCK?
A. You may subscribe for shares of Common Stock by completing and returning the
stock order form and certification form, together with your payment, in the
postage-paid envelope that has been provided.

Q. HOW CAN I PAY FOR MY SHARES OF STOCK?
A. You can pay for Company Common Stock by check, cash, money order or
withdrawal from your deposit account at the Savings Bank; provided, that
payment or withdrawal instructions, together with a completed stock order
form and certification form, are received by the Savings Bank no later than
12:00 noon, Eastern time on DAY, MONTH DATE, 1998. If you choose to pay by
cash, you must deliver the stock order form and payment in person to a branch
office of the Savings Bank and it will be converted to a bank check or a
money order. PLEASE DO NOT SEND CASH IN THE MAIL.

8-4

Q. CAN I SUBSCRIBE FOR SHARES USING FUNDS IN MY IRA/QUALIFIED PLAN MAINTAINED AT
THE SAVINGS BANK?
A. Federal regulations do not permit the purchase of Common Stock with your
existing IRA or Qualified Plan funds maintained at the Savings Bank. To use
such funds to subscribe for stock, you need to establish a "self-directed"
trust account with an outside trustee. Please call our Stock Information
Center if you require additional information. TRANSFER OF SUCH FUNDS TAKES
TIME, SO, PLEASE MAKE ARRANGEMENTS AS SOON AS POSSIBLE.

Q. CAN I SUBSCRIBE FOR SHARES AND ADD SOMEONE ELSE WHO IS NOT ON MY ACCOUNT TO
MY STOCK REGISTRATION?
A. No. Federal regulations prohibit the transfer of subscription rights.
Adding the names of other qualifying account holders who are not owners of
your qualifying account(s) will result in your order becoming null and void.

Q. WILL PAYMENTS FOR STOCK EARN INTEREST UNTIL THE CONVERSION AND REORGANIZATION
CLOSES?
A. Yes. Any payments made by cash, check or money order will earn interest at
the Savings Bank's passbook rate from the date of receipt to the completion
or termination of the Conversion and Reorganization. Withdrawals from a
deposit account or a certificate of deposit at the Savings Bank may be made
without penalty. Depositors who elect to pay for their Common Stock by
withdrawal will receive interest at the contract rate on the account until
the completion or termination of the Conversion and Reorganization.

Q. ARE DIVIDENDS CURRENTLY PAID ON THE STOCK?
A. The Savings Bank's Board of Directors has paid quarterly cash dividends to
its Public Stockholders commencing with the quarter ended December 31, 1995.
The Board of Directors intends to declare and pay a regular cash dividend for
the first calendar quarter of 1998 to holders of Savings Bank Common Stock.
The record date for determining the holders of Savings Bank Common Stock
entitled to receipt of the dividend is expected to pre-date the consummation
of the Conversion and Reorganization. Consequently, dividends, if any, would
not be paid on the Common Stock offered hereby until after the consummation
of the Conversion and Reorganization. Upon completion of the Conversion and
Reorganization, the Holding Company's Board of Directors will have the
authority to declare dividends on the Common Stock, subject to statutory and
regulatory requirements. The first dividend payment on the Common Stock is
expected during the month following the end of the quarter in which the
Conversion and Reorganization is consummated. No assurances, however, can be
given as to whether the dividend payments will continue or, if continued, the
amount of such dividends.

8-5
Q. WILL MY STOCK BE COVERED BY DEPOSIT INSURANCE?
A. No. The Common Stock cannot be insured or guaranteed by the FDIC, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other
government agency.

Q. WHERE WILL THE STOCK BE TRADED?
A. Upon completion of the Conversion and Reorganization, SouthBanc Shares, Inc.
expects the stock to be traded over-the-counter and to be quoted on the
Nasdaq National Market under the symbol "PERT". Prior to the Conversion and
Reorganization, the Savings Bank Common Stock has been listed on the Nasdaq
Smallcap Market under the same symbol.

Q. CAN I CHANGE MY MIND AFTER I PLACE AN ORDER TO SUBSCRIBE FOR STOCK?
A. No. After receipt, your order may not be modified or withdrawn.

Q. WHAT IF I HAVE ADDITIONAL QUESTIONS OR REQUIRE MORE INFORMATION?
A. If you have any questions regarding the Conversion or need additional
information, please call our Stock Information Center at (XXX) XXX-XXXX,
Monday through Friday, between the hours of 10:00 A.M. and 4:00 P.M.
Please note that the Stock Information Center will be closed from 12:00 noon
DAY, MONTH DATE, 1998, through 12 noon DAY, MONTH DATE, 1998, in observance
of the _________________ holiday.

The shares of Common Stock offered in the Conversion and Reorganization are not
savings accounts or deposits and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency nor is the Common
Stock insured or guaranteed by Perpetual Bank, A Federal Savings Bank or
SouthBanc Shares, M.H.C. or SouthBanc Shares, Inc.

This is not an offer to sell or a solicitation of an offer to buy Common Stock.
The offer is made only by the Prospectus.

SOUTHBANC SHARES, M.H.C. REQUEST FOR INFORMATION
ABOUT THE CONVERSION AND REORGANIZATION

Please send :
Mark Appropriate Box(es)[_]
[_] The Prospectus and Stock Order and Certification Forms Daytime
[_] The Amended Plan of Conversion and Agreement and Plan of Reorganization Phone: ( )
-----------------------
Evening
Phone: ( )
-----------------------

I understand this request for information does not obligate us to purchase any
shares of SouthBanc Shares, Inc. Common Stock.

PLEASE RETURN THIS CARD IN THE ENCLOSED_____ POSTAGE-PAID ENVELOPE.

----------------------------
L O G O
----------------------------

PERPETUAL BANK, A FEDERAL SAVINGS BANK

Please Support Us

Vote Your

Proxy Card Today

- --------------------------------------------------------------------------------
IF YOU HAVE MORE THAN ONE ACCOUNT, YOU MAY HAVE RECEIVED MORE THAN ONE PROXY
CARD DEPENDING UPON THE OWNERSHIP STRUCTURE OF YOUR ACCOUNTS. PLEASE VOTE, SIGN
AND RETURN ALL PROXY CARDS THAT YOU RECEIVED.
- --------------------------------------------------------------------------------

#10

[Perpetual Bank, A Federal Savings Bank]

____________________, 1998

Mr. John Smith
00-00 00 Drive
City, State 00000

Dear Mr. Smith:

We are pleased to announce that the Boards of Directors of Perpetual Bank, A
Federal Savings Bank (the "Savings Bank") and SouthBanc Shares, M.H.C. (the
"MHC") have adopted an Amended Plan of Conversion and Agreement and Plan of
Reorganization (the "Plan of Conversion"). As part of this plan, we have formed
SouthBanc Shares, Inc. (the "Company") which will own all of the Savings Bank's
stock. We are converting so that the Savings Bank and the MHC will be
structured in a form used by most other holding companies of savings
institutions and commercial banks and most other business entities, and to allow
our bank to become stronger.

You are cordially invited to join members of our senior management team at an
informational meeting to be held on ___________ at 7:30 p.m. to learn more about
the conversion and the stock offering.

A member of our staff will be calling to confirm your interest in attending the
meeting.

If you would like additional information regarding the meeting or our
conversion, please call our Stock Information Center at (XXX) XXX-XXXX. The
Stock Information Center is open Monday through Friday between the hours of
10:00 a.m. and 4:00 p.m.

Sincerely,

SIGNATURE
TITLE

This is not an offer to sell or a solicitation of an offer to buy Common Stock.
The offer is made only by the Prospectus.

(Printed by Stock Information Center)

#11

[SouthBanc Shares, Inc.]

____________________, 1998

Dear Subscriber:

We hereby acknowledge receipt of your order for shares of Common Stock of
SouthBanc Shares, Inc.

At this time, we cannot confirm the number of shares of SouthBanc Shares, Inc.
Common Stock that will be issued to you. Such allocation will be made in
accordance with the Plan of Conversion and Agreement and Plan of Reorganization
following completion of the stock offering.

If you have any questions, please call our Stock Information Center at (XXX)
XXX-XXXX.

Sincerely,

SouthBanc Shares, Inc.
Stock Information Center

(Printed by Stock Information Center)

#12

[SouthBanc Shares, Inc.]

____________________, 1998

[NAME]
[ADDRESS]

Dear Shareholder:

Our Subscription and Direct Community Offerings have been completed and we are
pleased to confirm your subscription for _________ shares of SouthBanc Shares,
Inc. common stock at a price of $20 per share.

Trading in our stock has commenced on the Nasdaq National Market under the
symbol "PERT". Your stock certificate will be mailed to you as soon as
possible. In addition, if your subscription was paid for by check, interest
will be mailed to you shortly.

On behalf of the directors and employees, we thank you for your interest in
SouthBanc Shares, Inc., and welcome you as a shareholder.

Sincerely,

SouthBanc Shares, Inc.

(Printed by Stock Information Center)

#13

[SouthBanc Shares, Inc.]

____________________, 1998

Dear Interested Subscriber:

We recently completed our Subscription and Direct Community Offerings.
Unfortunately, due to the excellent response from our Eligible Account Holders,
stock was not available for our Supplemental Eligible Account Holders, Other
Members or community friends. If your subscription was paid for by check, a
refund of any balance due you with interest will be mailed to you promptly.

We appreciate your interest in SouthBanc Shares, Inc. and hope you become an
owner of our stock in the future. The stock trades on the Nasdaq National
Market under the symbol "PERT".

Sincerely,

SouthBanc Shares, Inc.
Stock Information Center

(Printed by Stock Information Center)

#14

[SouthBanc Shares, Inc.]

____________________, 1998

Welcome Shareholder:

We are pleased to enclose the stock certificate that represents your share of
ownership in SouthBanc Shares, Inc., the holding company of Perpetual Bank, A
Federal Savings Bank.

Please examine your stock certificate to be certain that it is properly
registered. If you have any questions about your certificate, you should
contact the Transfer Agent immediately at the following address:

TRANSFER AGENT

Please also remember that your certificate is a negotiable instrument which
should be stored in a secure place, such as a safe deposit box or on deposit
with your stockbroker.

On behalf of the Board of Directors of SouthBanc Shares, Inc. and the employees
of Perpetual Bank, A Federal Savings Bank, I would like to thank you for
supporting our offering.

Sincerely,

SIGNATURE
TITLE

(Printed by Stock Information Center)

#15

[SouthBanc Shares, Inc.]

____________________, 1998

Dear Interested Subscriber:

We regret to inform you that Perpetual Bank, A Federal Savings Bank, SouthBanc
Shares, M.H.C., and SouthBanc Shares, Inc. the holding company for Perpetual
Bank, A Federal Savings Bank, have decided not to accept your order for shares
of SouthBanc Shares, Inc. Common Stock in our Direct Community Offering. This
action is in accordance with our Amended Plan of Conversion and Agreement and
Plan of Reorganization which gives the Savings Bank, the Mutual Holding Company
and the Company, the absolute right to reject the subscription of any Community
Member, in whole or in part, in the Direct Community Offering.

Enclosed, therefore, is a check representing your subscription and interest
earned thereon.

Sincerely,

SouthBanc Shares, Inc.
Stock Information Center

(Printed by Stock Information Center)

#16

[SANDLER O'NEILL & PARTNERS, L.P. LETTERHEAD]

____________________, 1998

To Our Friends:

We are enclosing the offering material for SouthBanc Shares, Inc. in connection
with the reorganization of Perpetual Bank, A Federal Savings Bank and SouthBanc
Shares, M.H.C., the mutual holding company of the Savings Bank, into the stock
holding company structure.

Sandler O'Neill & Partners, L.P. is managing SouthBanc Shares, Inc.'s
Subscription and Direct Community Offerings, which will conclude at 12:00 noon,
Eastern time on _____________ ____, 1998. Sandler O'Neill is also providing
conversion agent and proxy solicitation services. In the event that all the
stock is not subscribed for in the Subscription and Direct Community Offerings,
Sandler O'Neill will form and manage a syndicate of broker/dealers to sell the
remaining stock.

Members of the general public, other than residents of ______, are eligible to
participate. If you have any questions about this transaction, please do not
hesitate to call or write.

Sincerely,

SANDLER O'NEILL & PARTNERS, L.P.

This is not an offer to sell or a solicitation of an offer to buy Common Stock.
The offer is made only by the Prospectus.

(Printed by Sandler O'Neill)

#17