TERMINATION AGREEMENT


     Pursuant  to Section 9.1(a) of that certain Share Exchange Agreement, dated
as of October 17, 2002 (the "Share Exchange Agreement"), the undersigned parties
to the Share Exchange Agreement do hereby terminate the Share Exchange Agreement
as  of  the  date hereof.  Each of the parties hereto represents and warrants to
the  other  that  its  termination of the Share Exchange Agreement has been duly
approved  by  its  Board  of  Directors.

     IN  WITNESS  WHEREOF, each of the undersigned has executed this Termination
Agreement  as of the 19th day of November, 2002.  This Termination Agreement may
be  executed  in  counterparts,  which,  when taken together, shall be deemed to
constitute  a  single  original.


                                       FIRST SECURITY GROUP, INC.


                                       By:   /s/  Rodger B. Holley
                                             -----------------------------------
                                             Rodger B. Holley
                                             President


                                       PREMIER NATIONAL BANK OF DALTON


                                       By:   /s/  Johnny R. Myers
                                             -----------------------------------
                                             Johnny R. Myers
                                             President