UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 000-50224

SECURITY CAPITAL CORPORATION

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(Exact Name of Registrant as specified in its Charter)

MISSISSIPPI                                                                                              64-0681198

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  (State or Other Jurisdiction of             (I.R.S. Employer Identification Number)

Incorporation or Organization)

 295 Highway 6 West/P. O. Box 690, Batesville, Mississippi                                                                                                                            38606                                          

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       (Address of principal executive offices)                                                                                                                               (Zip Code)

Registrant's Telephone Number:          (662) 563-9311

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Securities registered under Section 12(b) of the Act:

       Name of Each Exchange on

               Title of Each Class                                                                                                   Which Registered

None                                      None

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Securities registered pursuant to section 12(g) of the Act:

                 Name of Each Exchange on

    Title of Each Class                           Which Registered

Common Stock, $5 par value                                                                                                        None

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Indicated by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES [ ]   NO [X ]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X]   NO [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [    ] Accelerated filer [X]

Non-accelerated filer [    ] Smaller reporting company [    ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [   ]       No [ X ]

Based on the stockholders of record on December 31, 2008, the aggregate market value of the voting stock held by nonaffiliates of the Registrant was $60.5 million.

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.

               Class Outstanding at December 31, 2008

Common stock ($5.00 par value)              2,882,659 Shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference into Parts III of the Form 10-K report: Proxy Statement dated March 6, 2009.

CROSS REFERENCE INDEX

		Page
PART I
Item 1	Business	2
Item 1A	Risk Factors	13
Item 1B	Unresolved Staff Comments	17
Item 2	Properties	17
Item 3	Legal Proceedings	18
Item 4	Submission of Matters to a Vote of Security Holders	18
PART II
Item 5	Market for the Registrant's Common Equity, Related Stockholder Matters and	18
	Issuer Purchases of Equity Securities
Item 6	Selected Financial Data	19
Item 7	Management's Discussion and Analysis of Financial Condition and Results of	20
	Operations
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	40
Item 8	Financial Statements and Supplementary Data	41
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	76
Item 9A	Controls and Procedures	76
Item 9B	Other Information	77
PART III
Item 10	Directors and Executive Officers of the Registrant	77
Item 11	Executive Compensation	77
Item 12	Security Ownership of Management and Related Stockholder Matters	77
Item 13	Certain Relationships and Related Transactions	77
Item 14	Principal Accounting Fees and Services	77
Part IV
Item 15	Exhibits and Financial Statement Schedules	77
Signatures		78
Index to Exhibits		80
EX-3.(B) (EX-3.(B))
EX-21 (EX-21)
EX-31.1 (EX-31.1)
EX-31.2 (EX-31.2)
EX-32.1 (EX-32.1)

* Information called for by Part III (Items 10 through 14) is incorporated by reference to the Registrant's Proxy Statement dated March 6, 2009.

1

PART I

ITEM 1.  BUSINESS

General Development and Structure of Business

Security Capital Corporation is a one-bank holding company and has two subsidiaries, First Security Bank and Batesville Security Building Corporation.

As a bank holding company, Security Capital Corporation engages in the business of banking through its sole banking subsidiary and may engage in certain non-banking activities closely related to banking and may own certain other business corporations that are not banks, subject to applicable laws and regulations.  Security Capital Corporation is not currently engaging in non-bank activities, and does not own any business corporations except for Batesville Security Building Corporation and has no current plans to engage in non-bank activities or own any other business corporations.

Security Capital Corporation was incorporated on September 16, 1982 for the purpose of acquiring First Security Bank and serving as a one-bank holding company.

First Security Bank was originally chartered under the laws of the State of Mississippi on October 25, 1951.

Batesville Security Building Corporation, the nonbank subsidiary, was chartered under the laws of the State of Mississippi on June 23, 1971, for the purpose of acquiring real estate; to hold, improve, develop, operate, manage, mortgage, sell, exchange and lease and to generally deal and manage real estate and personal property.  Batesville Security Building Corporation is a wholly owned subsidiary of Security Capital Corporation which has been inactive in the past years but in 2004 reactivated its operations by investing in new leasehold improvements.

First Security Insurance, Inc., a subsidiary of First Security Bank, was chartered for the purpose of selling annuities and insurance.  The activities of this entity are not material and have little effect on the financial statements of Security Capital Corporation.

First Security Armored Car, Inc., a subsidiary of First Security Bank, was chartered in 2008 for the purpose of providing courier services.  The activities of this entity will have little effect on the financial statements of Security Capital Corporation.

Security Capital Corporation’s home or principal office is located at 295 Highway 6 West, Batesville, Mississippi, 38606.  The telephone number of the home or principal office is (662) 563-9311.   First Security Bank's website is www.firstsecuritybk.com

Operations

Security Capital Corporation, through First Security Bank, engages in a wide range of banking activities, including accepting demand deposits, accepting savings and time deposit accounts, making secured and unsecured loans to corporations, individuals and others, issuing credit cards, issuing and processing ATM cards and debit cards, issuing commercial and standby letters of credit, originating mortgage loans, providing personal and corporate trust services, and offering Certificate of Deposits Account Registry Service (CDARS) to add protection to the uninsured deposits of customers.

Security Capital Corporation’s lending services include commercial, real estate, installment, credit card loans, merchant accounts receivable loans, student loans, and agricultural loans.  Revenues from Security Capital Corporation’s lending activities constitute the largest component of Security Capital Corporation’s operating revenues.

At December 31, 2008, the loan portfolio totaled $310.4 million constituting 78.56% of the earning assets of   $395.1 million.  Security Capital Corporation’s loan personnel have the authority to extend credit under guidelines established and approved by the Board of Directors.  Any aggregate credit which exceeds the authority of the loan officer or a combination of several authority limits is forwarded to the Loan Committee for approval.  The Loan Committee is comprised of various Bank Directors, including the Chairman.

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Security Capital Corporation’s primary lending areas are the counties of Desoto, Panola, Quitman and Tunica in the State of Mississippi.  Security Capital Corporation may extend credit to borrowers out of the primary lending area but on a limited basis in which the risk is low and/or a relationship may exist with the borrower and an industry or a development in the primary lending area.

The following tables provide demographic information for Desoto, Panola, Quitman and Tunica counties, and for the State of Mississippi:

	POPULATION
	2000		1990		1980		1970
DeSoto		107,199		67,910		53,930		35,885
Panola		34,274		29,996		28,164		26,829
Quitman		10,117		10,490		12,636		15,888
Tunica		9,277		8,164		9,652		11,854
Mississippi		2,844,658		2,573,216		2,520,698		2,216,994

SOURCE: Center for Population Studies, University of Mississippi

	PER CAPITA INCOME
	2006		2005		2004		2003		2002
DeSoto	$	31,589	$	29,623	$	29,318	$	28,713	$	28,251
Panola		22,776		20,908		20,017		19,173		18,331
Quitman		20,665		20,058		19,482		17,933		15,256
Tunica		21,186		19,656		19,567		19,325		16,823
Mississippi		27,028		25,051		24,518		23,466		22,511
SOURCE: United States Department of Commerce, Bureau of Economic Analysis

	MEDIAN AGE
	2000		1990
DeSoto		33.7		31.5
Panola		33.0		30.1
Quitman		31.8		30.1
Tunica		30.6		25.3
SOURCE: Center for Population Studies, University of Mississippi

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Panola County and Quitman County are rural areas, in which agriculture and industry play a big part in the economy.  Desoto County and Tunica County have a different economic structure.  The growth and composition of Desoto County has been dictated, primarily, by the outflow from Memphis, Tennessee, seeking residential living developments as well as locations for retail businesses and other commercial developments outside the Memphis city limits.  Tunica County’s economy is dependent on the gaming industry to provide employment and to provide resources for the operation of the county.  The numerous casinos in the Tunica area employ residents from the surrounding counties and residents from the states of Tennessee and Arkansas.

Security Capital Corporation has made in the past and intends to continue to make most types of real estate loans including but not limited to single and multi-family housing, farm loans, residential and commercial construction loans and loans for commercial real estate.

Major classifications of loans were as follows:

	December 31,
	2008			2007
	(In thousands)
Commercial, financial and agricultural	$	44,752		$	39,135
Real estate - construction and development		96,049			124,714
Real estate - mortgage		144,647			151,998
Installment loans to individuals		22,999			24,624
Other		1,906			2,718
		310,353			343,189
Less allowance for loan losses		(3,675	)		(4,729	)
	$	306,678		$	338,460

The success of the loan portfolio is not dependent on a single borrower or group of borrowers. The large loans of the loan portfolio are defined as those loans with a balance of $389,000 and over.  As of December 31, 2008, the loan portfolio totaled $310.4 million of which the large lines total $123.8 million representing 126 borrowers.

Security Capital Corporation provides a wide range of personal and corporate trust and trust-related services which include serving as executor of estates, as trustee under testamentary and inter vivos trusts and various pension and other employee benefit plans, as guardian of the estates of minors and incompetents, as escrow agent under various agreements, as transfer agent and paying agent of registered bond issues, and as custodian for assets invested.  In addition, the Trust Department of First Security Bank offers a variety of investment tools which include a money management and financial planning program that uses the skills and abilities of a Certified Financial Planner and a Certified Retirement Services Professional among other specialists who are within the employment of First Security Bank and the Trust Department.

In 1998, Security Capital Corporation began an expansion to new market areas for the banking operation of  First Security Bank.  In October of 1998, First Security banking locations at Como, Mississippi, and Crenshaw, Mississippi, were purchased from First Tennessee Bank.  In July of 1999, Planters Bank in Tunica was purchased from First Tennessee Bank.  In December of 1995, a loan production office opened in Desoto County in the city of Olive Branch.  In June of 1997, the loan production office extended to a full service bank branch but with a small  facility and  a small staff.  In October of 2001, First Security Bank’s operation in Olive Branch  moved to a newly constructed building with features of four drive-thru lanes and a total square footage of 7,000 to accommodate the projected growth in that area.  In January 2001, a loan production office officially opened in Desoto County in the city of Hernando.  On July 1, 2002, the operation in Hernando moved from a loan production facility to a newly constructed building, a sister to the Olive Branch building, providing full banking services.  In August of 2003, a branch was opened in the town of Pope.  In 2005, First Security Bank continued its expansion in the Desoto County area with the opening of a new branch in Southaven.   Construction was completed in July of 2006 on a new facility for the Robinsonville banking location.  The facility for a new full-service branch on the corner of Goodman Road and Pleasant Hill Road in Desoto County was occupied in September of 2006. Each of the newly constructed buildings represents state of the art facilities and will meet the needs of the staff and the level of customer activity.  To better serve the customers in northern Panola County, an additional location in Sardis was opened in October of 2006.  In August of 2007, land was purchased for a future  banking facility on the corner of Goodman Road and Highway 309 in Marshall County, Mississippi.   The building of a new facility began in 2008 at this location with occupancy expected in early 2009.  Security Capital Corporation has offered ATM services for numerous years and began in 1995 “driving” its own ATMs.  Today, First Security Bank provides ATM services at twenty-two locations, twelve of which are not located on bank property. First Security Bank, also, provides the customer with 24 hours a day, 7 days a week, access to their account balances and activity through a telephone banking product called First Line.  Initiated in October of 2002, First Security Bank offers internet banking, called First Net, to accommodate those customers desiring banking through technology to review their account’s activity and images of the activity, if applicable, and pay their bills from anywhere in the world.

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Employees

On December 31, 2008, First Security Bank had 189 full-time equivalent employees.

Supervision and Regulation

Security Capital Corporation and First Security Bank are subject to state and federal banking laws and regulations which impose specific requirements or restrictions on and provide for general regulatory oversight with respect to virtually all aspects of operations.  These laws and regulations are generally intended to protect depositors, not shareholders.  To the extent that the following summary describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions.  Any change in applicable laws or regulations may have a material effect on the business and prospects of Security Capital Corporation.  Beginning with the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and following with Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") and the Gramm-Leach-Bliley Act of 1999 (the "Financial Services Modernization Act"), numerous additional regulatory requirements have been placed on the banking industry in the past several years, and additional changes have been proposed.  The operations of Security Capital Corporation and First Security Bank may be affected by legislative changes and the policies of various regulatory authorities.  Security Capital Corporation is unable to predict the nature or the extent of the effect on its business and earnings that fiscal or monetary policies, economic control, or new federal or state legislation may have in the future.

Security Capital Corporation is a bank holding company within the meaning of the federal Bank Holding Company Act of 1956 (the "BHCA").

The BHCA:  Under the BHCA, Security Capital Corporation is subject to periodic examination by the Federal Reserve and is required to file periodic reports of its operations and such additional information as the Federal Reserve may require.  Security Capital Corporation's and First Security Bank's activities are limited to banking, managing or controlling banks, furnishing services to or performing services for its subsidiaries, and engaging in other activities that the Federal Reserve determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.

Investments, Control, and Activities:   With certain limited exceptions, the BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve before (i) acquiring substantially all the assets of any bank, (ii) acquiring direct or indirect ownership or control of any voting shares of any bank if after such acquisition it would own or control more than 5% of the voting shares of such bank (unless it already owns or controls the majority of such shares), or (iii) merging or consolidating with another bank holding company.

In addition, and subject to certain exceptions, the BHCA and the Change in Bank Control Act, together with regulations thereunder, require Federal Reserve approval (or, depending on the circumstances, no notice of disapproval) prior to any person or company acquiring "control" of a bank holding company, such as Security Capital Corporation.  Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of the bank holding company.  Control is rebuttably presumed to exist if a person acquires 10% or more but less than 25% of any class of voting securities and either Security Capital Corporation has registered securities under Section 12 of the Exchange Act or no other person owns a greater percentage of that class of voting securities immediately after the transaction.  The regulations provide a procedure for challenge of the rebuttable control presumption.

5

Under the BHCA, a bank holding company is generally prohibited from engaging in, or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in nonbanking activities, unless the Federal Reserve Board, by order or regulation, has found those activities to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.  Some of the activities that the Federal Reserve Board has determined by regulation to be proper incidents to the business of a bank holding company include making or servicing loans and certain types of leases, engaging in certain insurance and discount brokerage activities, performing certain data processing services, acting in certain circumstances as a fiduciary or investment or financial adviser, owning savings associations, and making investments in certain corporations or projects designed primarily to promote community welfare.

The Federal Reserve Board has imposed certain capital requirements on bank holding companies under the BHCA, including a minimum leverage ratio and a minimum ratio of "qualifying" capital to risk-weighted assets.  These requirements are described below under "Capital Regulations."  Subject to its capital requirements and certain other restrictions, Security Capital Corporation may borrow money to make a capital contribution to First Security Bank, and such loans may be repaid from dividends paid from First Security Bank to Security Capital Corporation (although the ability of First Security Bank to pay dividends is subject to regulatory restrictions as described below in "Dividends" under Item 5).  Security Capital Corporation is also able to raise capital for contribution to First Security Bank by   issuing securities without having to receive regulatory approval, subject to compliance with federal and state securities laws.

Source of Strength and Cross-Guarantee:   In accordance with Federal Reserve Board policy, Security Capital Corporation is expected to act as a source of financial strength to First Security Bank and to commit resources to support First Security Bank in circumstances in which Security Capital Corporation might not otherwise do so.  Under the BHCA, the Federal Reserve Board may require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve Board's determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the bank holding company.  Further, federal bank regulatory authorities have additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution's financial condition.

State and FDIC Regulation:   First Security Bank is subject to regulation and periodic examinations by the FDIC and the State of Mississippi Department of Banking and Consumer Finance.  These regulatory authorities examine such areas as reserves, loan and investment quality, management policies, procedures and practices and other aspects of operations.  These examinations are designed for the protection of the Bank’s depositors, rather than its stockholders.  In addition to these regular examinations, the Company and the Bank must furnish periodic reports to their respective regulatory authorities containing a full and accurate statement of their affairs.

FDICIA:   All insured institutions must undergo regular on-site examinations by their appropriate banking agency.  The cost of examinations of insured depository institutions and any affiliates may be assessed by the appropriate agency against each institution or affiliate as it deems necessary or appropriate.  Insured institutions are required to submit annual reports to the FDIC and the appropriate agency (and state supervisor when applicable).  FDICIA also directs the FDIC to develop with other appropriate agencies a method for insured depository institutions to provide supplemental disclosure of the estimated fair market value of assets and liabilities, to the extent feasible and practicable, in any balance sheet, financial statement, report of condition, or any other report of any insured depository institution.  FDICIA also requires the federal banking regulatory agencies to prescribe, by regulation, standards for all insured depository institutions and depository institution holding companies relating, among other things, to: (i) internal controls, information systems, and audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure; and (v) asset quality.

6

FDICIA contains a "prompt corrective action" section intended to resolve problem institutions at the least possible long-term cost to the deposit insurance funds.  Pursuant to this section, the federal banking agencies are required to prescribe a leverage limit and a risk-based capital requirement indicating levels at which institutions will be deemed to be "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized."  In the case of a depository institution that is "critically undercapitalized" (a term defined to include institutions which still have positive net worth), the federal banking regulators are generally required to appoint a conservator or receiver.

Deposit Insurance:   The FDIC establishes rates for the payment of premiums by federally insured banks and thrifts for deposit insurance.  A separate Bank Insurance Fund ("BIF") and Savings Association Insurance Fund ("SAIF") are maintained for commercial banks and thrifts, respectively, with insurance premiums from the industry used to offset losses from insurance payouts when banks and thrifts fail.  Since 1993, insured depository institutions like First Security Bank have paid for deposit insurance under a risk-based premium system.

Transactions with Affiliates and Insiders:   First Security Bank is subject to Section 23A of the Federal Reserve Act, which places limits on the amount of loans to, and certain other transactions with, affiliates, as well as on the amount of advances to third parties collateralized by the securities or obligations of affiliates.  The aggregate of all covered transactions is limited in amount, as to any one affiliate, to 10% of the Bank's capital and surplus and, as to all affiliates combined, to 20% of the Bank's capital and surplus.   Furthermore, within the foregoing limitations as to amount, each covered transaction must meet specified collateral requirements.

First Security Bank is also subject to Section 23B of the Federal Reserve Act, which prohibits an institution from engaging in certain transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution, as those prevailing at the time for comparable transactions with nonaffiliated companies.  First Security Bank is subject to certain restrictions on extensions of credit to executive officers, directors, certain principal shareholders, and their related interests.  Such extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and (ii) must not involve more than the normal risk of repayment or present other unfavorable features.

Community Reinvestment Act:   The Community Reinvestment Act requires that, in connection with examinations of financial institutions within their respective jurisdictions, the Federal Reserve, the FDIC, the OCC, or the Office of Thrift Supervision shall evaluate the record of the financial institutions in meeting the credit needs of their local communities, including low and moderate income neighborhoods, consistent with the safe and sound operation of those institutions.  These factors are also considered in evaluating mergers, acquisitions, and applications to open a branch or facility.

Sarbanes-Oxley Act of 2002:     The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), which became law on July 30, 2002, added new legal requirements for all publicly-held companies affecting corporate governance, accounting and corporate reporting.  The Securities and Exchange Commission has been delegated the task of enacting rules to implement various provisions, and the Company is required to comply with such rules to the extent they are applicable to the Company.  In addition, each of the national stock exchanges has developed new corporate governance rules, including rules strengthening director independence requirements for boards, the adoption of corporate governance codes, and charters for the nominating and audit committees.

Other Regulations:   Interest and certain other charges collected or contracted for by First Security Bank are subject to state usury laws and certain federal laws concerning interest rates.  First Security Bank's loan operations are subject to certain federal laws applicable to credit transactions, such as the federal Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; the Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; the Equal Credit Opportunity Act, prohibiting discrimination on the basis of creed or other prohibited factors in extending credit; the Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies; the Fair Debt Collection Act, concerning the manner in which consumer debts may be collected by collection agencies; and the rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.  The deposit operations of First Security Bank also are subject to the Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records, and the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve Board to implement that Act, which governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services.

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Enforcement Powers:   FIRREA expanded and increased civil and criminal penalties available for use by the federal regulatory agencies against depository institutions and certain "institution-affiliated parties" (primarily including management, employees, and agents of a financial institution, independent contractors such as attorneys and accountants, and others who participate in the conduct of the financial institution's affairs).  These practices can include the failure of an institution to timely file required reports; the filing of false or misleading information; or the submission of inaccurate reports.  Civil penalties may be as high as $1,000,000 a day for such violations.  Criminal penalties for some financial institution crimes have been increased to twenty years.  In addition, regulators are provided with greater flexibility to commence enforcement actions against institutions and institution-affiliated parties.  Possible enforcement actions include the termination of deposit insurance.  Furthermore, FIRREA expanded the appropriate banking agencies' power to issue cease and desist orders that may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications, or guarantees against loss.  A financial institution may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions as determined by the ordering agency to be appropriate.

Effect of Governmental Monetary Policies:   The earnings of First Security Bank are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies.  The Federal Reserve Board's monetary policies have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession.  The monetary policies of the Federal Reserve Board have major effects upon the levels of bank loans, investments, and deposits through its open market operations in United States government securities and through its regulation of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits.  It is not possible to predict the nature or impact of future changes in monetary and fiscal policies.

Financial Services Modernization Act: On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act of 1999 (the "Financial Services Modernization Act").  The Financial Services Modernization Act repeals the two affiliation provisions of the Glass-Steagall Act: Section 20, which restricted the affiliation of Federal Reserve Member Banks with firms "engaged principally" in specified securities activities; and Section 32, which restricts officer, director, or employee interlocks between a member bank and any company or person "primarily engaged" in specified securities activities.  In addition, the Financial Services Modernization Act also contains provisions that expressly preempt any state law restricting the establishment of financial affiliations, primarily related to insurance.  The general effect of the law is to establish a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms, and other financial service providers by revising and expanding the BHCA framework to permit a holding company system to engage in a full range of financial activities through a new entity known as a Financial Holding Company.  "Financial activities" is broadly defined to include not only banking, insurance, and securities activities, but also merchant banking and additional activities that the Federal Reserve, in consultation with the Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities, or complementary activities that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.

Generally, the Financial Services Modernization Act:

• Repeals historical restrictions on, and eliminates many federal and state law barriers to, affiliations among banks, securities firms, insurance companies, and other financial service providers;

• Provides a uniform framework for the functional regulation of the activities of banks, savings institutions, and their holding companies;

• Broadens the activities that may be conducted by national banks, banking subsidiaries of bank holding companies, and their financial subsidiaries;

• Provides an enhanced framework for protecting the privacy of consumer information;

• Adopts a number of provisions related to the capitalization, membership, corporate governance, and other measures designed to modernize the Federal Home Loan Bank system;

• Modifies the laws governing the implementation of the Community Reinvestment Act ("CRA"); and

• Addresses a variety of other legal and regulatory issues affecting both day-to-day operations and long-term activities of financial institutions.

8

In order for a bank holding company to take advantage of the ability to affiliate with other financial services providers, that company must become a "Financial Holding Company" as permitted under an amendment to the BHCA.  To become a Financial Holding Company, Security Capital Corporation would file a declaration with the Federal Reserve, electing to engage in activities permissible for Financial Holding Companies and certifying that it is eligible to do so because all of its insured depository institution subsidiaries are well-capitalized and well-managed.  In addition, the Federal Reserve must also determine that each insured depository institution subsidiary of Security Capital Corporation has at least a "satisfactory" CRA rating.

The Financial Services Modernization Act also includes a new section of the Federal Deposit Insurance Act governing subsidiaries of state banks that engage in "activities as principal that would only be permissible" for a national bank to conduct in a financial subsidiary.  It expressly preserves the ability of a state bank to retain all existing subsidiaries.  In order to form a financial subsidiary, a state bank must be well-capitalized, and the state bank would be subject to the same capital deduction, risk management and affiliate transaction rules as applicable to national banks.

Security Capital Corporation and First Security Bank do not believe that the Financial Services Modernization Act will have a material adverse effect on operations in the near-term.  However, to the extent that it permits banks, securities firms, and insurance companies to affiliate, the financial services industry may experience further consolidation.  The Financial Services Modernization Act is intended to grant to community banks certain powers as a matter of right that larger institutions have accumulated on an ad hoc basis.  Nevertheless, this act may have the result of increasing the amount of competition that Security Capital Corporation and First Security Bank face from larger institutions and other types of companies offering financial products, many of which may have substantially more financial resources than Security Capital Corporation and First Security Bank.

Capital.   Security Capital Corporation and First Security Bank are required to comply with the capital adequacy standards established by the Federal Reserve Board and the FDIC.  There are two basic measures of capital adequacy for bank holding companies and their banking subsidiaries: a risk-based measure and a leverage measure.

The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profile among depository institutions and bank holding companies, to account for off-balance sheet exposure, and to minimize disincentives for holding liquid assets.  Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights.  The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.

The minimum guideline for the total capital to risk-weighted assets, including certain off-balance sheet items such as standby letters of credit ("total capital ratio") is 8.0 percent.  At least half of total capital must be composed of common equity, undivided profits, minority interests in the equity accounts of consolidated subsidiaries, non-cumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less goodwill and certain other intangible assets ("Tier 1 capital"). The remainder may consist of subordinated debt, other preferred stock, a limited amount of loan loss reserves, and unrealized gains on equity securities subject to limitations ("Tier 2 capital").

The following table represents the capital ratios for Security Capital Corporation and First Security Bank as of December 31, 2008:

	Corporation	Bank
Risk-Based Capital Ratio	Ratio	Ratio	Requirements
Total Capital	15.47%	15.02%	8.00%
Tier 1 Capital	14.44%	13.99%	4.00%
Leverage Capital	11.12%	10.81%	4.00%

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Deposit Insurance Assessments:  The deposits of First Security Bank are insured by the FDIC up to the limits

set forth under applicable law. A majority of the deposits of First Security Bank are subject to the deposit insurance assessments of the Bank Insurance Fund ("BIF") of the FDIC.  However, a portion of First Security Bank's deposits, relating to a savings association acquisition, are subject to assessments imposed by the Savings Association Insurance Fund ("SAIF") of the FDIC. The FDIC equalized the assessment rates for BIF-insured and SAIF-insured deposits effective January 1, 1997. The assessments imposed on all FDIC deposits for deposit insurance have an effective rate ranging from 0 to 27 basis points per $100 of insured deposits, depending on the institution's capital position and other supervisory factors.  Effective March 31, 2006, the BIF and SAIF funds were merged into the newly created Deposit Insurance Fund (“DIF”).  The DIF is maintained by assessing depository institutions an insurance premium effective 2007.  The premium is based upon statutory factors that include the balance of the insured deposits as well as the degree of risk the institution poses to the fund.  The Federal Deposit Insurance Reform Act of 2005 provided a One-time Assessment Credit of $194,604 to First Security Bank in 2007 as an eligible institution which eliminated the need to pay a DIF premium in that year.  The remaining credit of $44,403 was depleted early in the next year, 2008.  After which, the Bank experienced a range in the basis points assessed for the DIF premium.  In the first quarter of 2008, the bank paid an annualized 5.45 basis points and in the last quarter, the bank paid an annualized 7 basis points.   On October 3, 2008, deposits at FDIC-insured institutions became insured up to at least $250,000 per depositor.  This increase will be in effect until January 1, 2010.  The Temporary Liquidity Guarantee Program became effective on October 14, 2008, under which eligible entities were covered for the first 30 days at no additional fee.  First Security Bank opted to cover any noninterest-bearing transaction accounts with a balance exceeding $250,000.  With this opting in, First Security Bank will become subject to an additional fee of an annualized 10 basis points to provide this coverage for its customers.  This coverage provided by the Temporary Liquidity Guarantee Program, will be available until December 31, 2009.   Legislation was enacted in 1996 requiring both SAIF-insured and BIF-insured deposits to pay a pro rata portion of the interest due on the obligations issued by the Financing Corporation ("FICO").  Based on the assigned FICO debt service rates, the assessments paid by the Bank during 2008 ranged from 1.12 basis points to 1.14 basis points, per $100 of deposits.  The assessments for the first quarter of 2009 will be paid based on an assigned FICO debt service rate of 1.14 basis points.

 Recent Developments

Recent Legislative and Regulatory Initiatives to Address Financial and Economic Crises.  The Congress, Treasury Department and the federal banking regulators, including the FDIC, have taken broad action since early September, 2008 to address volatility in the U.S. banking system.

Emergency Economic Stabilization Act of 2008.  In October 2008, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted. The EESA authorizes the Treasury Department to purchase from financial institutions and their holding companies up to $700 billion in mortgage loans, mortgage-related securities and certain other financial instruments, including debt and equity securities issued by financial institutions and their holding companies in a troubled asset relief program (“TARP”).  The purpose of TARP is to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase their lending to customers and to each other.  The Treasury Department has allocated $250 billion towards the TARP Capital Purchase Program (“CPP”).  Under the CPP, Treasury will purchase debt or equity securities from participating institutions.  The TARP also will include direct purchases or guarantees of troubled assets of financial institutions. Participants in the CPP are subject to executive compensation limits and are encouraged to expand their lending and mortgage loan modifications.  These restrictions will apply to the Company if its application to participate in the CPP is approved.

EESA also increased FDIC deposit insurance on most accounts from $100,000 to $250,000.  This increase is in place until the end of 2009 and is not covered by deposit insurance premiums paid by the banking industry.

Following a systemic risk determination, the FDIC established a Temporary Liquidity Guarantee Program (“TLGP”) on October 14, 2008.  The TLGP includes the Transaction Account Guarantee Program (“TAGP”), which provides unlimited deposit insurance coverage through December 31, 2009 for noninterest-bearing transaction accounts (typically business checking accounts) and certain funds swept into noninterest-bearing savings accounts.  Institutions participating in the TAGP pay a 10 basis points fee (annualized) on the balance of each covered account in excess of $250,000, while the extra deposit insurance is in place.  The TLGP also includes the Debt Guarantee Program (“DGP”), under which the FDIC guarantees certain senior unsecured debt of FDIC-insured institutions and their holding companies.  The unsecured debt must be issued on or after October 14, 2008 and not later than June 30, 2009, and the guarantee is effective through the earlier of the maturity date or June 30, 2012.  The DGP coverage limit is generally 125% of the eligible entity’s eligible debt outstanding on September 30, 2008 and scheduled to mature on or before June 30, 2009 or, for certain insured institutions, 2% of their liabilities as of September 30, 2008.  Depending on the term of the debt maturity, the nonrefundable DGP fee ranges from 50 to 100 basis points (annualized) for covered debt outstanding until the earlier of maturity or June 30, 2012.  The TAGP and DGP are in effect for all eligible entities, unless the entity opted out on or before December 5, 2008.  The Company will participate in the TAGP but has opted out of the DGP.

American Reinvestment and Recovery Act of 2009.  On February 17, 2009, President Obama signed into law the America Reinvestment and Recovery Act of 2009 (“ARRA”). ARRA contains expansive new restrictions on executive compensation for financial institutions and other companies participating in the CPP.  These restrictions will apply to the Company if its application to participate in the CPP is approved.

ARRA prohibits bonus and similar payments to top employees. ARRA prohibits the payment of any “bonus, retention award, or incentive compensation” to the Chief Executive Officer and the four other highest paid Executive Officers and the next 20 most highly-compensated employees for as long as any CPP-related obligations are outstanding with regard to a participating company. The prohibition does not apply to bonuses payable pursuant to “employment agreements” in effect prior to February 11, 2009. “Long-term” restricted stock is excluded from ARRA’s bonus prohibition, but only to the extent the value of the stock does not exceed one-third of the total amount of annual compensation of the employee receiving the stock, the stock does not “fully vest” until after all CPP-related obligations have been satisfied, and any other conditions which the Treasury may specify have been met.

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ARRA prohibits  any  payment to the Chief Executive Officer and the four other highest paid Executive Officers and any of the next five most highly-compensated employees upon termination of employment for any reason for as long as any CPP-related obligations remain outstanding with respect to any participating company.

           Under ARRA CPP-participating companies are required to recover any bonus or other incentive payment paid to the Chief Executive Officer and the four other highest paid Executive Officers or to the next 20 most highly compensated employees of any participating Company on the basis of materially inaccurate financial or other performance criteria.

ARRA prohibits CPP participants from implementing any compensation plan that would encourage manipulation of the reported earnings of any participating company in order to enhance the compensation of any of its employees. The Treasury guidelines do not contain a similar requirement.

ARRA requires the Chief Executive Officer and the Chief Financial Officer of any publicly-traded CPP-participating company to provide a written certification of compliance with the executive compensation restrictions in ARRA in the participating company’s annual filings with the SEC (presumably its annual report on Form 10-K or proxy statement).

           ARRA requires each CPP-participating company to implement a company-wide policy regarding excessive or luxury expenditures, including excessive expenditures on entertainment or events, office and facility renovations, aviation or other transportation services.

           ARRA directs the Treasury to review bonuses, retention awards, and other compensation paid to the Chief Executive Officer and the four other highest paid Executive Officers of a CPP-participating company and the next 20 most highly-compensated employees of each company receiving CPP assistance before ARRA was enacted, and to “seek to negotiate” with the CPP recipient and affected employees for reimbursement if it finds any such payments were inconsistent with CPP or otherwise in conflict with the public interest.

Competition

The banking business is a highly competitive business.  Security Capital Corporation’s market area consists principally of Panola, Quitman, Desoto and Tunica Counties in Mississippi.  Security Capital Corporation competes with other financial institutions, as well as insurance companies and various other entities, for deposits and in providing financial services in these counties and the surrounding counties.  Security Capital Corporation, as provided by the FDIC Market Share Report of June 30, 2008 (the latest Market Share Report), held 54.08% of the deposit market in Panola County.  In Quitman County, this same report reflects Security Capital Corporation holding 21.10% of the deposit market.  In Desoto County, an area filled with large regional banks and national banks, Security Capital Corporation held a 5.23% share of the deposit market as of June 30, 2008.  Management measures the success of the locations in this area, not only by the growth of the deposits, but by its ability to continue to be competitive and to grow in the loan production area.  In Tunica County, Security Capital Corporation held a 45.10% share of the deposit base as of June 30, 2008.

Available Information

The Company maintains an internet website at www.firstsecuritybk.com.  The Company provides on its website, as filed with the Securities and Exchange Commission, the quarterly reports on Form 10-Q, as well as the annual report Form 10-K, current reports on Form 8-K, and amendments to those reports.  These reports will be available on the Company’s website as soon as reasonably practical after the reports are filed with the Commission.  Information on the Company’s website is not incorporated into this Form 10-K or the Company's other securities filings and is not a part of them.  Electronic or paper copies of the reports will be provided, free of charge, upon request by mail, through our website or in person.

The 2008 annual report and the 2009 proxy material are available on the website, www.firstsecuritybk.com,  for the shareholders to review prior to submitting a proxy or attending the 2009 shareholder’s meeting.

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Statistical Disclosure

The statistical disclosures for the Company are contained in Tables 1 through 16.

Table 1 - Five Year Financial Summary

Table 2 - Average Balances, Interest Earned and Interest Yields

Table 3 - Net Interest Earning Assets

Table 3A - Volume/Rate Analysis

Table 4 - Non-Interest Income and Expense

Table 5 - Loans by Type

Table 6 - Loan Liquidity

Table 7 - Allowance for Loan Losses

Table 8 - Nonperforming Assets

Table 8A - Allocation of the Allowance for Loan Losses

Table 9 - Securities

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Table 10 - Securities Maturity and Repricing Schedule

Table 11 - Securities Weighted Maturity and Tax Equivalent Yield by Classification

Table 12 - Deposit Information

Table 13 - Maturity Ranges of Time Deposits with Balances More Than $100,000

Table 14 - Funding Uses and Sources

Table 15 - Liquidity; Interest Rate Sensitivity

Table 15A - Changes in Net Interest Income over One Year Horizon

Table 16 - Capital Ratios

ITEM 1A.  RISK FACTORS

Making or continuing an investment in securities issued by the Company, including the Company’s common stock, involves certain risks that you should carefully consider. The risks and uncertainties described below are not the only risks that may have a material adverse effect on the Company. Additional risks and uncertainties also could adversely affect the Company’s business and results of operations. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be negatively affected, the market price for your securities could decline, and you could lose all or a part of your investment. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company.

The Company may be vulnerable to certain sectors of the economy.

A portion of the Company’s loan portfolio is secured by real estate.  If the economy deteriorated and depressed real estate values beyond a certain point, that collateral value of the portfolio and the revenue stream from those loans could come under stress and possibly require additional loan loss accruals.  The Company’s ability to dispose of foreclosed real estate at prices above the respective carrying values could also be impinged, causing additional losses.

General economic conditions in the areas where the Company’s operations or loans are concentrated may adversely affect our customers’ ability to meet their obligations.

A sudden or severe downturn in the economy in the geographic markets served by the Company in the state of Mississippi may affect the ability of the Company’s customers to meet loan payments obligations on a timely basis.  The local economic conditions in these areas have a significant impact on the Company’s commercial, real estate, and construction loans, the ability of borrowers to repay these loans and the value of the collateral securing such loans.  Changes resulting in adverse economic conditions of the Company’s market areas could negatively impact the financial results of the Company’s banking operations and its profitability.  Additionally, adverse economic changes may cause customers to withdraw deposit balances, thereby causing a strain on the Company’s liquidity.

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The Company is subject to a risk of rapid and significant changes in market interest rates.

The Company’s assets and liabilities are primarily monetary in nature, and as a result the Company is subject to significant risks tied to changes in interest rates.  The Company’s ability to operate profitably is largely dependent upon net interest income.  Unexpected movement in interest rates markedly changing the slope of the current yield curve could cause the Company’s net interest margins to decrease, subsequently decreasing net interest income.  In addition, such changes could adversely affect the valuation of the Company’s assets and liabilities.

At present the Company’s one-year interest rate sensitivity position continues to indicate an overall neutrality, such that a gradual increase in interest rates during the next twelve months should not have a significant impact on net interest income during that period.  However, as with most financial institutions, the Company’s results of operations are affected by changes in interest rates and the Company’s ability to manage this risk.  The difference between interest rates charged on interest-earning assets and interest rates paid on interest-bearing liabilities may be affected by changes in market interest rates, changes in relationships between interest rate indices, and/or changes in the relationships between long-term and short-term market interest rates.  A change in this difference might result in an increase in interest expense relative to interest income, or a decrease in the Company’s interest rate spread.

Certain changes in interest rates, inflation, or the financial markets could affect demand for the Company’s products and the Company’s ability to deliver products efficiently.

Loan originations, and potentially loan revenues, could be adversely impacted by sharply rising interest rates.  Conversely, sharply falling rates could increase prepayments within the Company’s securities portfolio lowering interest earnings from those investments.  An underperforming stock market could reduce brokerage transactions, therefore reducing investment brokerage revenues; in addition, wealth management fees associated with managed securities portfolios could also be adversely affected.  An unanticipated increase in inflation could cause the Company’s operating costs related to salaries & benefits, technology, & supplies to increase at a faster pace than revenues.

The fair market value of the Company’s securities portfolio and the investment income from these securities also fluctuate depending on general economic and market conditions.  In addition, actual net investment income and/or cash flows from investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, may differ from those anticipated at the time of investment as a result of interest rate fluctuations.

Changes in the policies of monetary authorities and other government action could adversely affect the Company’s profitability.  

The results of operations of the Company are affected by credit policies of monetary authorities, particularly the Federal Reserve Board. The instruments of monetary policy employed by the Federal Reserve Board include open market operations in U.S. government securities, changes in the discount rate or the federal funds rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, particularly in light of the continuing threat of terrorist attacks and the current military operations in the Middle East, we cannot predict possible future changes in interest rates, deposit levels, loan demand or the Company’s business and earnings. Furthermore, the actions of the United States government and other governments in responding to such terrorist attacks or the military operations in the Middle East may result in currency fluctuations, exchange controls, market disruption and other adverse effects.

Natural disasters could affect the Company’s ability to operate.

The Company’s market areas are susceptible to hurricanes.  Natural disasters, such as hurricanes, can disrupt the Company’s operations, result in damage to properties and negatively affect the local economies in which the Company operates.

The Company cannot predict whether or to what extent damage caused by future hurricanes will affect the Company’s operations or the economies in the Company’s market areas, but such weather events could cause a decline in loan originations, a decline in the value or destruction of properties securing the loans and an increase in the risk of delinquencies, foreclosures or loan losses.

Greater loan losses than expected may adversely affect the Company’s earnings.

The Company as lender is exposed to the risk that its customers will be unable to repay their loans in accordance with their terms and that any collateral securing the payment of their loans may not be sufficient to assure repayment. Credit losses are inherent in the business of making loans and could have a material adverse effect on the Company’s operating results. The Company’s credit risk with respect to its real estate and construction loan portfolio will relate principally to the creditworthiness of corporations and the value of the real estate serving as security for the repayment of loans. The Company’s credit risk with respect to its commercial and consumer loan portfolio will relate principally to the general creditworthiness of businesses and individuals within the Company’s local markets.

14

The Company makes various assumptions and judgments about the collectibility of its loan portfolio and provides an allowance for estimated loan losses based on a number of factors. The Company believes that its current allowance for loan losses is adequate. However, if the Company’s assumptions or judgments prove to be incorrect, the allowance for loan losses may not be sufficient to cover actual loan losses. The Company may have to increase its allowance in the future in response to the request of one of its primary banking regulators, to adjust for changing conditions and assumptions, or as a result of any deterioration in the quality of the Company’s loan portfolio. The actual amount of future provisions for loan losses cannot be determined at this time and may vary from the amounts of past provisions.

The Company’s stock is not listed or traded on the financial markets.

The Company’s stock is neither listed nor traded on any securities exchange and transfer to a non-stockholder is restricted.  The Company, through handling a stock sale, provides a market for the stock.

The Company is subject to regulation by various Federal and State entities.

The Company is subject to the regulations of the Securities and Exchange Commission (“SEC”), the Federal Reserve Board, the Federal Deposit Insurance Corporation and the Mississippi Department of Banking and Consumer Finance. New regulations issued by these agencies may adversely affect the Company’s ability to carry on its business activities.  The Company is subject to various Federal and state laws and certain changes in these laws and regulations may adversely affect the Company’s operations.

The Company is also subject to the accounting rules and regulations of the SEC and the Financial Accounting Standards Board. Changes in accounting rules could adversely affect the reported financial statements or results of operations of the Company and may also require extraordinary efforts or additional costs to implement.

Any of these laws or regulations may be modified or changed from time to time, and the Company cannot be assured that such modifications or changes will not adversely affect the Company.

The Company engages in acquisitions of other businesses from time to time.

On occasion, the Company will engage in acquisitions of other businesses.   Acquisitions may result in customer and employee turnover, thus increasing the cost of operating the new businesses. The acquired companies may also have legal contingencies, beyond those that the Company is aware of, that could result in unexpected costs.

The Company is subject to industry competition which may have an impact upon its success.

The profitability of the Company depends on its ability to compete successfully. The Company operates in a highly competitive financial services environment. Certain competitors are larger and may have more resources than the Company.  The Company faces competition in its regional market areas from other commercial banks, savings and loan associations, credit unions, internet banks, finance companies, mutual funds, insurance companies, brokerage and investment banking firms, and other financial intermediaries that offer similar services. Some of the Company’s nonbank competitors are not subject to the same extensive regulations that govern the Company or the Bank and may have greater flexibility in competing for business.

Another competitive factor is that the financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services. The Company’s future success may depend, in part, on its ability to use technology competitively to provide products and services that provide convenience to customers and create additional efficiencies in the Company’s operations.

Anti-takeover laws and certain agreements and charter provisions may adversely affect share value.

Certain provisions of state and federal law and the Company’s articles of incorporation may make it more difficult for someone to acquire control of the Company. Under federal law, subject to certain exemptions, a person, entity, or group must notify the federal banking agencies before acquiring 10% or more of the outstanding voting stock of a bank holding company, including the Company’s shares. Banking agencies review the acquisition to determine if it will result in a change of control. The banking agencies have 60 days to act on the notice, and take into account several factors, including the resources of the acquiror and the antitrust effects of the acquisition.

15

Securities issued by the Company, including the Company’s common stock, are not FDIC insured.

Securities issued by the Company, including the Company’s common stock, are not savings or deposit accounts or other obligations of any bank and are not insured by the FDIC, the Bank Insurance Fund, or any other governmental agency or instrumentality, or any private insurer, and are subject to investment risk, including the possible loss of principal.

Security Capital Corporation makes loans, and most of its assets are located  in  Panola, Quitman, Desoto, and Tunica Counties in Mississippi. Adverse changes in economic conditions in these areas could hurt Security Capital Corporation's ability to collect loans, could reduce the demand for loans, and could negatively impact performance and financial condition.

 Security Capital Corporation's Profitability Depends on Economic Policies and Factors Beyond Our Control.

Security Capital Corporation’s earnings depend to a great extent on “rate differentials,” which are the differences between interest income that Security Capital Corporation earns on loans and investments and the interest expense paid on deposits and other borrowings. These rates are highly sensitive to many factors which are beyond Security Capital Corporation’s control, including general economic conditions and the policies of various government and regulatory authorities.  Changes in interest rate policy by the Board of Governors of the Federal Reserve System affect Security Capital Corporation’s interest income, interest expense and investment portfolio. Also, governmental policies such as the creation of a tax deduction for individual retirement accounts can increase savings and affect the cost of funds. A rapid increase or decrease in interest rates could have an adverse effect on the net interest margin and results of operations of Security Capital Corporation. The nature, timing and effect of any future changes in federal monetary and fiscal policies on Security Capital Corporation and its results of operations are not predictable.

There is No Assurance That Security Capital Corporation Will Be Able to Successfully Compete with Others for Business.

The banking business is highly competitive, and the profitability of Security Capital Corporation depends principally upon its ability to compete in the market areas where its banking operations are located. Security Capital Corporation competes with other commercial banks, savings banks, savings and loan associations, credit unions, mortgage companies, finance companies, mutual funds, insurance companies, brokerage and investment banking firms, asset-based non-bank lenders and certain other non-financial entities, including retail stores which may maintain their own credit programs and certain governmental organizations which may offer more favorable financing than Security Capital Corporation. Many of these competitors have greater financial and other resources than Security Capital Corporation, and certain larger competitors are recent entrants into Security Capital Corporation’s markets.

The capital and credit markets, including fixed income markets, have been experiencing volatility and disruption in recent months. In some cases the markets have produced downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ financial strength. In many cases, secondary markets for certain forms of securitized credit have ceased to function.

Many lenders and institutional investors have reduced and in some cases ceased to provide funding to borrowers including to other financial institutions because of concern about the stability of financial markets and the strength of counterparties. It is difficult to predict how long these economic conditions will persist, the extent to which they will impact our business segments, or whether management’s actions will effectively mitigate these external factors. Accordingly, the resulting shortfall of available credit, lack of confidence in the financial sector, decreased consumer confidence, increased volatility in the financial markets, and reduced business activity could materially and adversely affect our business, financial condition, and results of operations.

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As a result of the challenges presented by current economic conditions, we face various risks in connection with these events, including the following:

• Inability of our borrowers to make timely repayments of their loans, or decreases in value of real estate collateral securing the payment of such loans resulting in significant credit losses.

• Increased regulation of our industry, including heightened legal standards, and regulatory requirements or future legislation. Compliance with such regulation will likely increase our costs and may limit our ability to pursue business opportunities. In addition, compensation restrictions associated with any future legislation may affect our ability to attract and retain key management personnel.

• Possible changes to bankruptcy laws could result in the loss of all or part of our security interest in mortgage loans.

• Further disruptions in the capital markets or other events including actions by rating agencies and deteriorating investor expectations may result in an inability to borrow at favorable terms or at all from other financial institutions.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2.  PROPERTIES

Security Capital Corporation, through First Security Bank, currently operates from its main office in central Batesville and from 15 additional branches in Panola, Quitman, Desoto, and Tunica Counties - all located in Mississippi.  Information about these branches is set forth in the table below:

Name of Office	Location/Telephone Number	Banking Services Offered
Main Office	295 Highway 6 West	Loans, Deposits, Cash,
	Batesville, Mississippi 38606;	Safe Deposit Boxes, ATM,
	662-563-9311	Drive-thru
Express Branch	130 Highway 51 North	Drive-thru, Cash
	Batesville, Mississippi 38606;
	662-563-9311
Marks Branch	1651 Charlie Pride Highway South	Loans, Deposits, Cash,
	Marks, Mississippi 38646;	Safe Deposit Boxes,
	662-326-8053	Drive-thru
Power Drive Branch	230 Power Drive	Loans, Deposits, ATM
	Batesville, Mississippi 38606;	Safe Deposit Boxes,
	662-563-9311	Cash, Drive-thru
Sardis Branch	201 South Main	Loans, Deposits, Cash
	Sardis, Mississippi 38666;	Safe Deposit Boxes,
	662-487-1661	Drive-thru
Olive Branch Branch	6659 Highway 305	Loans, Deposits, Cash,
	Olive Branch, Mississippi 38654;	Safe Deposit Boxes, ATM,
	662-895-1994	Drive-thru
Como Branch	227 Main Street	Loans, Deposits, Cash,
	Como, Mississippi 38619;	Safe Deposit Boxes,
	662-526-5191	Drive-thru, ATM
Crenshaw Branch	729 Broad Street	Loans, Deposits, Cash,
	Crenshaw, Mississippi 38621;	Safe Deposit Boxes,
	662-382-5215
Tunica Branch	1262 East Edwards Street	Loans, Deposits, Drive-
	Tunica, Mississippi 38676;	thru, Safe Deposit Boxes,
	662-363-2311	ATM, Cash

Robinsonville Branch	11490 Old Highway 61 North	Loans, Deposits, Cash,
	Robinsonville, Mississippi 38664;	Safe Deposit Boxes,
	662-363-5015	ATM, Drive-thru
Hernando Branch	985 East Commerce Street	Loans, Deposits, Cash,
	Hernando, Mississippi 38632;	Safe Deposit Boxes,
	662-449-4115	ATM, Drive-thru
Pope Branch	7024 Highway 51 North	Deposits, Cash, ATM,
	Pope, Mississippi 38658;	Drive-thru
	662-578-5650
Southaven Branch	3035 Church Road East	Loans, Deposits, Cash,
	Southaven, MS  38672;	Safe Deposit Boxes,
	662-893-3243	ATM, Drive-thru
Sardis Express Branch	610 East Lee Street	Deposits, Cash, ATM
	Sardis, Mississippi  38666;	Drive-thru
	662-487-1895
Goodman Road Branch	5028 Goodman Road	Loans, Deposits, Cash,
	Olive Branch, Mississippi  38654;	Safe Deposit Boxes,
	662-890-1043	ATM, Drive-thru
Trust and Financial Services	275 Highway 6 West	Investment Planning &
Branch	Batesville, Mississippi 38606;	Management, Personal Trusts,
	662-563-9311	Corporate Trusts, Pension &
		Profit-Sharing Plans, IRAs,
		Paying Agent Accounts

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First Security Bank owns its main office and all of its branch offices, except the Express Branch.  The Express Branch was leased for an annual rent of $10,200 in 2008.  This ground lease agreement had an option to renew which was exercised in 2007.  Under the renewal, the Bank is committed to an annual rent of $10,200 for 2009 through 2012.  The main office facility, originally occupied in 1973, is used solely by Security Capital Corporation and First Security Bank.  This facility contains approximately 21,300 square feet and houses the executive offices and the operations department as well as providing the customer area for cash, deposit, safe deposit and loan transactions.  The other branch buildings range in size from approximately 600 square feet for the Express Branch to 7,000 square feet for the Hernando, Olive Branch, and Southaven locations.

ITEM 3.  LEGAL PROCEEDINGS

First Security Bank is the defendant in a case styled Amy French, individually, and Austin Lenard, a minor, by and through His Next Friend and Mother, Amy French vs. First Security Bank and Joshua Hawkins, Cause No. 2002-327-BB, filed on December 17, 2002, in the Circuit Court of the Second Judicial District of Panola County, Mississippi. The case involves an accident that occurred when a First Security Bank employee traveling in his personal vehicle to service an ATM was involved in an automobile accident.  The pregnant occupant of the other vehicle gave birth later that day.  The claims in the lawsuit are that the mother and child are experiencing permanent and continuing injuries, and the plaintiffs ask for compensatory damages in the amount determined to be fair by the jury.  At December 31, 2008, the legal proceedings had not been resolved.  However, an analysis by legal counsel anticipates possible awards to the claimants to be within the insurance coverage with no potential loss to the Bank and closure of the case is dependent on forthcoming medical documentation on status of claimants.

From time to time First Security Bank is a defendant in various other lawsuits arising out of the normal course of business.  In the opinion of management, the ultimate resolution of this category of claims should not have a material adverse effect on Security Capital Corporation’s consolidated financial position or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a shareholder vote during the fourth quarter of 2008.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Value

There is no public trading market for the Common Stock of Security Capital Corporation.  The articles and bylaws of Security Capital Corporation give Security Capital Corporation a right of first refusal to acquire shares when a shareholder wishes to sell stock.

Dividends

Security Capital Corporation paid an annual cash dividend of $.50 per share in 2008 and $1.00 in 2007.  The primary source of funds for dividends paid by Security Capital Corporation to its shareholders is the dividend income received from First Security Bank. There are certain restrictions on the payment of such dividends imposed by federal and state banking laws, regulations and authorities. Under Mississippi law, the payment of dividends by First Security Bank must be approved by the Mississippi Department of Banking and Consumer Finance. The FDIC also has the authority to regulate the payment of dividends and to prohibit a regulated depository institution from engaging in what, in such agency’s opinion, constitutes an unsafe or unsound practice for conducting business. Depending upon the financial condition of the depository institution, payment of dividends could be deemed to constitute such an unsafe or unsound practice. In addition, a depository institution may not pay a dividend or otherwise make a capital distribution if the payment thereof would cause such institution to fail to satisfy its capital requirements.

At December 31, 2008, there were 836stockholders of record of the Company's common stock.

18

ITEM 6.  SELECTED FINANCIAL DATA

Five Year Financial Summary

The following table sets forth certain financial information for Security Capital Corporation on a consolidated historical basis. Such information should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes appearing elsewhere in this report.

Security Capital Corporation
Table 1 - Five Year Financial Summary
	12/31/2008			12/31/2007		12/31/2006		12/31/2005		12/31/2004
	(in thousands except per share data and Other Financial Data)
Income Statement Data:
Interest Income		27,071			34,133		30,586		24,458		19,092
Interest Expense		8,993			13,699		11,523		6,907		4,139
Net Interest Income		18,078			20,434		19,063		17,551		14,953
Provision for Loan Losses		10,456			1,155		965		1,440		637
Net Interest Income After Provision		7,622			19,279		18,098		16,111		14,316
Noninterest Income		7,748			6,849		6,926		6,151		5,657
Noninterest Expenses		16,029			15,538		14,435		12,948		11,410
Income (Loss)  Before Income Taxes		(839	)		10,590		10,589		9,314		8,563
Income Tax Expense		(1,022	)		3,155		3,349		2,707		2,431
NET INCOME		183			7,435		7,240		6,607		6,132
Per Share Data:
Net Income*		.06			2.58		2.51		2.29		2.13
Cash Dividends*		.50			1.00		0.95		0.91		0.86
Book Value*		19.42			19.76		18.05		16.39		15.25
Other Ratios:
Return on Average Assets		.04			1.54		1.58		1.57		1.65
Return on Equity		.31			13.44		14.36		14.16		14.22
Loans to Deposits		86.82			88.28		89.08		83.98		70.29
Loans to Total Assets		67.11			72.02		71.27		68.36		60.06
Equity Capital to Total Assets		12.10			11.95		11.34		10.83		11.24
Average Equity to Average Assets		12.15			11.43		10.99		11.12		11.61
Dividend Payout Ratio		787.58			38.76		37.90		39.52		40.52
Other Financial Data:
Cash Dividends Declared		1,441,280			2,881,809		2,743,770		2,611,400		2,484,937
Weighted Average
Outstanding Common Shares		2,882,332			2,881,934		2,880,487		2,879,059		2,876,613
* The per share information is based upon the retroactive effect of the stock dividends for the period.
The per share data being reflected was derived using the weighted average number of outstanding shares at
December 31, 2008 as the denominator. (The weighted average number of outstanding shares at December
31, 2008 was 2,882,332.) For example, the cash dividends per share was determined by dividing the amount
of dividends by 2,882,332.
Balance Sheet Data:
Total Assets		462,485			476,530		458,329		435,876		390,274
Earning Assets		395,077			425,879		398,824		381,794		349,276
Investment Securities AFS		69,890			66,160		61,028		78,949		96,669
Investment Securities HTM		5,375			7,235		7,850		2,047		2,050
Other Securities		2,218			2,024		2,250		1,456		1,259
Loans - Net		306,678			338,460		322,324		294,046		230,805
Allowance for Loan Losses		3,675			4,729		4,334		3,899		3,598
Total Deposits		357,483			388,733		366,699		354,766		333,458
Savings Deposits		27,731			26,897		30,553		30,349		28,416
Time Deposits		145,899			175,805		156,692		129,057		116,064
Long Term Borrowings		28,657			22,082		11,937		12,991		8,634
Shareholders' Equity		55,979			56,939		51,984		47,187		43,870
Average Balances:
Total Assets		482,066			472,756		450,822		419,569		371,424
Earning Assets		422,877			420,609		397,929		371,856		333,561
Securities		78,734			72,399		78,309		93,077		97,514
Total Loans		334,576			340,689		315,468		271,323		221,309
Allowance for Loan Losses		4,963			4,612		4,281		3,727		3,850
Savings Deposits		28,442			29,932		31,363		29,420		26,663
Time Deposits		162,006			168,032		144,549		117,127		114,125
Long-Term Borrowings		29,742			16,291		12,450		11,766		7,695
Shareholder's Equity		56,228			52,990		50,414		46,665		43,110
Other Data:
Number of Employees		189			190		190		182		162

19

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Application of Critical Accounting Policies

Release 33-8098 requires the Company to disclose any accounting estimates based on highly uncertain data and any material impact from adopting an accounting statement or policy.

The primary area in which there is uncertainty is the potential losses in the loan portfolio.  In this area, an estimate is derived from an analysis of the loan portfolio and the Allowance for Loan Losses of the loans and the loan types that pose a risk of being a future loss.  To prepare for the potential loss, an increase will be made to the loan loss reserve, if needed, for the inclusion of the balances or a percentage of the balances of the identified risks in the loan portfolio. With the need to increase the Allowance for Loan Losses, an increase will occur in bad debt expense or the Provision for Loan Losses expense which ultimately lowers the net income which is reflected on the Income Statement.  In addition, the building up of the Allowance for Loan Losses results in a decrease in the total assets reflected on the balance sheet by the decrease in the net loan portfolio.  The amount expensed - which is a non-cash transaction - for the accounting period will be an adjustment on the Statement of Cash Flows.  In 2008, the allocation to Allowance for Loan Losses increased expenses and lowered net income and net assets by $10.5 million.  For future periods, the affect on  the income statement and the balance sheet will be dependent on the amount of loan charge offs and the strength of the loan portfolio for the accounting period.  If charge offs decrease and the analysis of the loan portfolio and the Allowance for Loan Losses determines no additional provisions are required, the decrease of the accrual estimate will boost income and net assets.   See “Allowance and Provision for Loan Losses” for more details.

20

Management's Discussion and Analysis of Financial Condition and Results of Operations

For the Years Ended December 31, 2008, 2007, and 2006

Management's Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of Security Capital Corporation's balance sheets and statements of income. This section should be read in conjunction with Security Capital Corporation's Consolidated Financial Statements and accompanying Notes and other detailed information appearing elsewhere in this report.

This discussion includes various forward-looking statements with respect to credit quality (including delinquency trends and the allowance for loan losses), corporate objectives and other financial and business matters. When used in this discussion the words "anticipate," "project," "expect," "believe," and similar expressions are intended to identify forward-looking statements. Security Capital Corporation cautions that these forward-looking

statements are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Actual results could differ materially from forward-looking statements.

In addition to factors disclosed by Security Capital Corporation elsewhere in this report, the following factors, among others, could cause actual results to differ materially from such forward-looking statements: exposure to local economic conditions, interest rate risk, credit quality, risks inherent in consumer and commercial lending, competition, and the extent and timing of legislative and regulatory actions and reforms.

Results of Operations

Overview

Security Capital Corporation earned $183,484 or $.06 per share for 2008, $7,435,372 or $2.58 per share for 2007, and $7,239,882 or $2.51 per share for 2006 representing a decrease of $7,056,398 or $2.45 per share for the period from year 2006 through year 2008.  The changes reflected in 2006 and 2007 are due to the general growth of the banking operation and the effective management of the assets and liabilities.  In 2008, the substantial change in the earnings is primarily due to the downturn in the economy that has greatly affected the overall banking industry.

Net Interest Income

Net interest income is the most significant component of Security Capital Corporation’s earnings.  Net interest income is the difference between interest and fees realized on earning assets, primarily loans and securities, and interest paid on deposits and other borrowed funds.  The net interest income is determined by several factors, including the volume of earning assets and liabilities, the mix of earning assets and liabilities and interest rates.  Although there are a certain number of these factors which can be controlled by management policies and actions, there are certain other factors, such as the general level of credit demand, the Federal Reserve Board monetary policy, and changes in tax law that are beyond the control of management.

The decrease in net interest income in 2008 as compared to 2007 is due to the decrease in loans and loan interest rates.

The following table sets forth the major components of interest earning assets and interest-bearing liabilities for three consecutive years ending December 31, 2008.  In the table below, the loan interest includes loan fees and the interest on securities considers discount accretion and premium amortization.

21

Security Capital Corporation
Table 2 - Average Balances; Interest Earned and Interest Yields
(in thousands)
	Years ended December 31,
	2008						2007						2006
	Average				Average		Average				Average		Average				Average
	Balance		Interest		Yields		Balance		Interest		Yields		Balance		Interest		Yields
Assets:
Interest-Earning Assets:
Securities		78,188		3,749		4.79		72,654		3,487		4.80		78,986		3,386		4.29
BV to MV		546						-255						-677
Total Securities		78,734		3,749		4.76		72,399		3,487		4.82		78,309		3,386		4.32
Loans
Commerical/Agricultural		262,136		15,928		6.08		265,654		22,496		8.47		240,725		19,759		8.21
Consumer/Installment		66,761		5,702		8.54		69,374		6,218		8.96		69,092		5,826		8.43
Mortgage		232		19		8.19		338		34		10.06		529		44		8.32
Other Personal Loans		5,447		303		5.56		5,323		394		7.40		5,122		278		5.43
Total Loans		334,576		21,952		6.56		340,689		29,142		8.55		315,468		25,907		8.21
Other Investments
CDs with Other Banks		198		10		5.05		198		8		4.04		374		15		4.01
Federal Funds Sold		3,503		89		2.54		2,903		139		4.79		1,836		88		4.79
FHLB Account/Bank Accounts		5,866		133		2.27		4,420		205		4.64		1,942		84		4.33
Total Other		9,567		232		2.43		7,521		352		4.68		4,152		187		4.50
Total Earning Assets		422,877		25,933		6.13		420,609		32,981		7.84		397,929		29,480		7.41
Noninterest Earning Assets:
Allowance for Loan Losses		-4,963						-4,612						-4,281
Fixed Assets		23,145						20,834						18,848
Other Assets		24,245						18,912						23,404
Cash and Due Froms		16,762						17,013						14,922
Total Noninterest Earning Assets		59,189						52,147						52,893
Total Assets		482,066						472,756						450,822
Liabilities & Shareholder Equity
Interest-Bearing Liabilities
Deposits:
Interest-Bearing DDA		135,517		1,766		1.30		135,369		3,732		2.76		132,447		3,511		2.65
Savings Deposits		28,442		201		0.71		29,932		456		1.52		31,363		470		1.50
Time Deposits		162,006		5,651		3.49		168,032		8,171		4.86		144,549		6,169		4.27
Total Interest-Bearing Deposits		325,965		7,618		2.34		333,333		12,359		3.71		308,359		10,150		3.29
Borrowed Funds
Short-Term Borrowings		2,314		45		1.94		3,252		181		5.57		3,899		216		5.54
FHLB Advances- Short/Long-Term		31,614		1,218		3.85		20,458		1,159		5.67		23,334		1,133		4.86
Total Borrowed Funds		33,928		1,263		3.72		23,710		1,340		5.65		27,233		1,349		4.95
Total Interest-Bearing Liabilities		359,893		8,881		2.47		357,043		13,699		3.84		335,592		11,499		3.43
Non-Interest-Bearing Liabilities
Non-Interest-Bearing Deposits		59,544						57,067						58,877
Other Liabilities		6,401						5,656						5,939
Shareholders' Equity		56,228						52,990						50,414
Total Liabilities & Shareholder Equity		482,066						472,756						450,822
Net Interest Income &
Interest Rate Spread				17,052		3.66				19,282		4.00				17,981		3.98
Net Interest Margin						4.03						4.58						4.52

22

The following table sets forth net interest earning assets and liabilities for 2008, 2007 and 2006.

Table 3 - Net Interest Earning Assets
(in thousands)
	2008		2007		2006
Average Interest
Earning Assets	$	422,877	$	420,609	$	397,929
Average Interest
Bearing Liabilities		359,893		357,043		335,592
Net	$	62,984	$	63,566	$	62,337

Table 3A  - Volume/Rate Analysis depicts the dollar effect of volume and rate changes from 2006 to 2008.  Variances which were not specifically attributable to volume or rate were allocated proportionately between rate and volume using the absolute values of each for a basis for the allocation.  Non-accruing loans were included in the average loan balances used in determining the yields.

Table 3A - Volume/Rate Analysis
(in thousands)
	2008 Change from 2007						2007 Change from 2006
	Volume		Rate		Total		Volume		Rate		Total
INTEREST INCOME:
Loans		-401		-6,780		-7,181		2,202		1,073		3,275
Investment Securities		302		-43		259		-285		392		107
Other		49		-169		-120		158		7		165
Total Interest Income		-50		-6,992		-7,042		2,075		1,472		3,547
INTEREST EXPENSE:
Interest Bearing
Demand Deposit Accounts		2		-1,976		-1,974		81		146		227
Savings Deposits		-11		-242		-253		-22		6		-16
Time Deposits		-210		-2,302		-2,512		1,141		832		1,973
Borrowed Funds		380		-458		-78		-199		191		-8
Total Interest Expense		161		-4,978		-4,817		1,001		1,175		2,176
NET INTEREST INCOME		-211		-2,014		-2,225		1,074		297		1,371

23

Non-Interest Income and Non-Interest Expense

Non-interest expense increased by 7.64% from 2006 to 2007 and increased by 4.32% from 2007 to 2008. Increases in non-interest expense in 2008 are supported by the continuance of providing new equipment, software

and fixtures to adequately serve the customers in a constant changing technology environment.  In 2008, a small increase was experienced in salaries and employee benefits which normally will increase annually in a range from 3% to 7% depending on the profits and the attainment of performance goals.  In 2008, the effect of the profits of the entity can be seen in the small increase in salaries and employee benefits.   The expense for FDIC insurance premiums increased from $45 thousand in 2007 to $242 thousand in 2008.

  Non-interest income increased by $775,000 from 2005 to 2006, primarily due to a gain of $406,000 from the sale of a building that previously housed the trust services and a vacant lot that, was identified as other real estate.  For 2007, non-interest income reflects the recognition of other-than-temporary loss of $448,000 in the available-for sale securities and an increase of $560,000 in service charges.  2008 reflected an increase of $435,000 in the sale of other real estate.

The following table provides details on non-interest income and expense for the Years ended December 31, 2006 through 2008.

Table 4 - Non-Interest Income and Expense
(in thousands)
	2008		2007		2006
Non-Interest Income:
Trust Department Income		752		1,068		1,038
Service Charges: Deposits		5,172		5,152		4,592
Other Operating Income		1,824		629		1,296
Total Non-Interest Income		7,748		6,849		6,926
Non-Interest Expense:
Salaries & Employee Benefits		10,227		10,141		9,276
Occupancy Expense		2,475		2,302		1,888
Other Operating Expense		3,507		3,095		3,271
Total Non-Interest Expense		16,209		15,538		14,435

 Income Taxes

Security Capital Corporation records a provision for income taxes currently payable, along with a provision for those taxes in the future.  Such deferred taxes arise from differences in timing of certain items for financial statement reporting rather than income tax reporting.  Security Capital Corporation benefits in its computation of income taxes due to having tax-exempt securities and loans.

24

Financial Condition

Loans

The loan portfolio constitutes the major earning asset of Security Capital Corporation and in the opinion of management offers the best alternative for maximizing interest spread above the cost of funds.   Real Estate Loans and Commercial Loans comprise the largest segment of the loan portfolio.  Commercial loans which bear a higher degree of risk comprise 7.84% of the loan portfolio at December 31, 2008.  Agricultural loans, another type of loan that carries a higher degree of risk, are only 2.39% of the loan portfolio at December 31, 2008.

Authorization of Loans

The Board of Directors of the Corporation has approved guidelines and policies specific for each type loan. These guidelines are followed under the direction of the President and the Senior Loan Administrators.  All loans made above $25,000 will be presented by the officer originating the loan to a loan committee comprised of other officers and directors for a review of the maker(s), the repayment ability, source of repayment, type and sufficiency of collateral and length of repayment.  The loans reviewed are compiled into a report certifying that the loans have been made in accordance with the Board approved policies and principles.  This periodic report is submitted to the Directors Loan Committee for review and then ratified at the next scheduled meeting.    Each loan officer has an individual lending limit (not to exceed the legal limit of $250,000) which is awarded based on his or her lending experience and length of service.  Any loan in excess of the loan officer’s limit must be approved prior to consummation by the Senior Loan Administrators, the President or the Board of Directors or by a combined lending authority with another loan officer.  All loans or lines of credit over $250,000 must be pre-approved by the Directors Loan Committee.

Collateral and Documentation Requirements

All loans should have an ample margin of safety between the loan advance and the current fair value of the collateral.  Documentation of the collateral is properly collected before the loan transaction is completed and will meet the requirements, (to name a few), of the Mississippi Uniform Commercial Code, the Loan Policy, and all pertinent regulations.  In an effort to secure and to protect the liens of First Security Bank, periodic reports, highlighting loans requiring additional documentation, are provided to management. In addition, the compliance and loan review officer along with the internal audit staff monitor the procedures on an ongoing basis with reports for management of any deficiencies.

Characteristics, Criteria and Risks of Types

The composition of the loan portfolio consists chiefly of  real estate, agricultural, consumer and commercial loans.  Real estate loans, in addition to the general collateral and documentation requirements, require the performance of an appraisal or evaluation before the credit decision is made.  An appraisal is required for all new real estate loans where the loan amount is $250,000 or greater.  All appraisals must be prepared by a certified appraiser.   However, on 1-4 family residential real estate loans less than $1,000,000, the appraisal may be prepared by a licensed appraiser.  For small loans (less than $250,000), the appraisals may be performed by a certified or licensed in-house appraiser. Real estate loans are normally considered a low risk due to the required strength in collateral.  Agricultural loans mandate an extensive review of the customer’s farming track record, financial statements, cash flow statements, projected income and collateral.   The depth of these reviews should determine the honesty, integrity, the debt status, the repayment ability and the collateral strength of the farmer.  To combat this high risk area, the bank’s policy is for production loans to be completely secured with tangible assets and not to exceed 60% of the projected cash repayment ability. Consumer loans is another area of high risk due to the type and location of the collateral and the volatility of the economy which may affect the payback ability of the customer.  The consumer loans normally require the pledging of collateral.  Credit card loans (a very high risk area) - in the consumer group - require a financial statement submitted in order for a credit limit of $5,000 and over to be granted.  Commercial loans require a review of the purpose and the assessment of the future benefit of the operation, the financial statements, and the collateral on the onset to determine the strength of the potential loan asset.  The degree of risks associated with the commercial lending is dependent on the completeness of the initial loan evaluation process.

Concentration of Credit

The bank monitors its loans in a manner that will identify any excessive risk due to concentrations of credit from a large volume of economically related assets advanced to one individual, related groups of borrowers or industry.  Loans to one individual or corporation shall not exceed the limits set by state law.  Mississippi state law states that the limit of lending to one individual or entity shall not exceed 20% of unimpaired capital and reserves.  At least semi-annually, borrowers, related groups of borrowers, and industries who are known to be near this limit are monitored and reported to the board of directors.

The following table reflects outstanding balances by loan type for the past five years.

Table 5 - Loans by Type
(in thousands)
	2008		2007		2006		2005		2004
Commercial, Financial & Agricultural		44,752		39,135		38,349		30,826		28,077
Real Estate - Construction & Development		96,049		124,714		105,545		86,404		49,189
Real Estate - Mortgage		144,647		151,998		153,525		149,602		124,911
Installment Loans to Individuals		22,999		24,624		26,858		28,833		29,898
Other		1,906		2,718		2,381		2,280		2,328
Total Loans		310,353		343,189		326,658		297,945		234,403

25

The following table reflects the maturity schedule or repricing frequency of all loans that will reprice or mature within one year.

Table 6 - Loan Liquidity
(in thousands)
	Within			1 thr 5			Over
Loans That Will Reprice or Will Mature:	1 Year			Years			5 Years			Total
Allocation by Maturity Date:
Commercial, financial and agriculture loans		28,829			10,934			599			40,362
Construction and development		83,875			12,807			414			97,096
		112,704			23,741			1,013			137,458
Repricing frequency of loan types above:
Fixed Rate		27,751			16,611			401			44,763
Variable Rate		84,953			7,130			612			92,695
Total		112,704			23,741			1,013			137,458
Percent of Total		81.99	%		17.27	%		0.74	%		100.00	%

Allowance and Provision for Loan Losses

The provision for loan losses represent charges made to earnings to maintain an adequate allowance for loan losses.  The allowance is maintained at an amount believed by management to be sufficient to absorb losses inherent in the credit portfolio.  Factors considered in establishing an appropriate allowance include: a careful assessment of the financial condition of the borrower; a realistic determination for the value and adequacy of underlying collateral; the condition of the local economy and the condition of the specific industry of the borrower; a comprehensive analysis of  the levels and trends of loan categories; and review of delinquent and classified loans.

Security Capital Corporation strives to attain a loan review program to evaluate loan administration, credit quality, and loan documentation.  This program includes a regular review of problem loans, delinquencies, and charge-offs. The adequacy of the allowance for loan losses is evaluated on a quarterly basis.  This evaluation focuses on specific loan reviews, changes in the type and volume of the loan portfolio given the current and forecasted economic conditions, and historical loss experience.  Any one of the following conditions may necessitate a review of a specific loan: a question of whether the customer’s cash flow or  net worth may not be sufficient to repay the loan; the loan has been criticized in a regulatory examination; the accrual of interest has been suspended; serious delinquency; or other reasons where either the ultimate collectibility of the loan is in question or the loan has other special or unusual characteristics which require special monitoring.

Activity in the allowance for loan losses is reflected in Table 7 - Analysis of Allowance for Loan Losses.  The recorded values of loans and leases actually removed from the consolidated balance sheets are referred to as charge-offs and, after netting out recoveries on previously charged-off assets, become net charge-offs.  Security Capital Corporation’s policy is to charge-off loans, when, in management’s opinion, the loan is deemed uncollectible, although concerted efforts are made to maximize recovery.

26

Security Capital Corporation
Table 7 - Allowance for Loan Losses
(in thousands)
	2008			2007			2006			2005			2004
Balance at
Beginning of Year		4,729			4,334			3,899			3,598			3,665
Loans Charged-Off
Commercial, Financial & Agricultural		107			92			105			250			242
Real Estate - Construction & Development		8,959			202			35			20			6
Real Estate - Mortgage		683			76			44			313			225
Installment Loans to Individuals		2,255			2,025			1,017			971			655
Other		1,871			5			13			63			-
Total Charge-Offs		13,875			2,400			1,214			1,617			1,128
Charge-Off Recovered
Commercial, Financial & Agricultural		17			10			8			23			2
Real Estate - Construction & Development		510			11			4			-			-
Real Estate - Mortgage		59			27			21			49			24
Installment Loans to Individuals		1,778			1,591			648			383			398
Other		1			1			3			23			-
Total Recoveries		2,365			1,640			684			478			424
Net Charge-Offs		11,510			760			530			1,139			704
Current Year Provision		10,456			1,155			965			1,440			637
Balance at End of Year		3,675			4,729			4,334			3,899			3,598
Loans at End of Year (Net of Allowance)		306,678			338,460			322,324			294,046			230,805
Ratio: Allowance to Loans		1.20	%		1.40	%		1.34	%		1.33	%		1.56	%
Average Loans		334,576			340,689			315,468			271,323			221,309
Ratio:  Allowance to Average Loans		1.10	%		1.39	%		1.37	%		1.44	%		1.63	%
Ratio:  Net Charge Offs to Average Loans		3.44	%		0.22	%		0.17	%		0.42	%		0.32	%

Nonperforming assets and relative percentages to loan balances are presented in Table 8 - Nonperforming Assets.  The level of nonperforming loans and leases is an important element in assessing asset quality and the relevant risk in the credit portfolio.  Nonperforming loans include non-accrual loans, restructured loans, and loans delinquent 90 days or more.  Loans are classified as non-accrual when management believes that collection of interest is doubtful, typically when payments are past due over 90 days, unless well secured and in the process of collection.  Another element associated with asset quality is other real estate owned (OREO), which represents properties acquired by Security Capital Corporation through loan defaults by customers.

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Table 8 - Nonperforming Assets
(in thousands)
	2008			2007			2006			2005			2004
Loans:
Non-accrual		3,271			1,043			819			15			172
90 Days+ Past-Due		3,616			1,725			1,489			786			724
Total Nonperforming Loans		6,887			2,768			2,308			801			896
As % of Total Loans		2.22	%		0.81	%		0.71	%		0.27	%		0.38	%
Other Real Estate		14,046			716			365			558			165
As % of Total Loans		4.53	%		0.21	%		0.11	%		0.19	%		0.07	%
Loan Loss Reserve		3,675			4,729			4,334			3,899			3,598
Loan Charge-Offs		13,875			2,400			1,214			1,617			1,128
Total Loans		310,353			343,189			326,658			297,945			234,403

The consolidated reserve for loan losses reflected in Table 7 are the balances remaining after the charge offs for the year.

The loan portfolio contained $3,271 thousand in non-accrual loans represented by ten loans and an aggregate of $3,616 thousand of 90 days past due and over as of December 31, 2008.   If the non-accrual loans had been performing loans during the 2008 period, interest income would have shown an addition of $455 thousand.  The 90 days and over past due loans, classified as being well-secured and capable of being collected, were not subject to a non-accrual status and interest is accrued and recognized daily as income.  The interest income recognized in 2008 for the loans classified as 90 days and over past due at December 31, 2008, totaled $484 thousand.

Potential Problem Loans

As of December 31, 2008, loan management had not identified any loans requiring greater than  normal supervision other than the loans in the categories of Watch, Substandard and Doubtful indicated below.  Analysis of possible workout plans does not anticipate any deficiency.  The actual deficiency depends on the market for the equipment and real estate at the time of disposal.

In addition to loans classified for regulatory purposes, management designates certain loans for internal monitoring purposes in a watch category.  Loans may be placed on management’s watch list as a result of delinquent status, concern about the borrower’s financial condition or the value of the collateral securing the loan, substandard classification during regulatory examinations, or simply as a result of management’s desire to monitor more closely a borrower’s financial condition and performance.  Watch category loans may include loans with loss potential that are still performing and accruing interest and may be current under the terms of the loan agreement; however, management may have a degree of concern about the borrowers’ ability to continue to perform according to the terms of the loan.  Loss exposure on these loans is typically evaluated based primarily upon the estimated liquidation value of the collateral securing the loan.  Also, watch category loans may include credits which, although adequately secured and performing, reflect a past delinquency problem or unfavorable financial trends exhibited by the borrower.

All watch list loans are subject to additional scrutiny and monitoring.  Security Capital Corporation’s policies require loan officers to identify borrowers that should be monitored in this fashion and believe this process ultimately results in the identification of problem loans in a more timely fashion.  At December 31, 2008, Security Capital Corporation in its Loan Loss Reserve Analysis classified $15,067,872 with a rating of Watch, $13,467,345 with a rating of Substandard, and $3,229,908 with a rating of Doubtful.

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All other real estate is carried by Security Capital Corporation at the lower of cost or market value less costs to dispose.  Any normal expense of holding the other real estate is expensed as incurred.  Expenditures occurring from  other real estate that is substantial or that extends the life of the asset are capitalized.

An analysis of the loan portfolio and the loan loss reserve is conducted on a quarterly basis by a loan review analyst personnel, the President and loan administrators.  This analysis is approved by the Board of Directors to insure that the bank is protected against any potential and/or unexpected loan losses.  To arrive at the proper grades or classifications needed in the loan loss reserve analysis, each loan officer reviews each loan in his or her portfolio.  The review process will include consideration of the payment history of the customer, bankruptcy status, and stimuli in the economy or in the area that may affect the future cash flow of the customer.  The loan officer and/or the senior loan administrator will grade the loan as exceptional, satisfactory, watch, substandard or doubtful.  This quarterly review and grading process is conducted on an ongoing basis to identify the loans that are non-performing as well as loans that no longer require an allocation in the loan loss reserve.  The required reserve will fluctuate from quarter to quarter due to the loan portfolio performance being monitored.

The composition of the allowance or reserve for loan losses is based on the risk elements in the loan portfolio.  Loans with the highest risk are graded doubtful.  These would be loans that have been restructured due to poor payment performance, insufficient collateral to support the loan balance, non-accrual loans and loans that have been modified due to a change in the financial condition of the borrower to such an extent that a loss would most normally be expected.  Loans with the second highest risk are graded substandard.  These loans normally portray extremely weak credit with a potential for either partial or total loss which must be recognized.  With these loans, legal action is anticipated with the debt not being retired through liquidation of the collateral. The next risk level is the loans that are considered to be on the “watch” list.  These loan customers display inadequate financial strength or credit to provide loan management with the assurance that they will meet the scheduled repayment plan.  Loan customers who have filed bankruptcy present a high risk due to likelihood of the payment plan may not be re-affirmed.  Due to the type of collateral or lack of collateral, consumer loans without real estate are considered another area of risk requiring more reserves.

Table 8A - Allocation of the Allowance for Loan Losses
(Dollars in thousands)
	At December 31,
	2008					2007					2006					2005					2004
	Amount		Percent			Amount		Percent			Amount		Percent			Balance		Percent			Balance		Percent
Commercial, Financial
& Agricultural	$	367		9.99	%	$	547		11.57	%	$	590		13.61	%	$	401		10.28	%	$	538		14.95	%
Real Estate - Construction
& Development		2,029		55.21	%		1,758		37.18	%		913		21.07	%		865		22.19	%		522		14.51	%
Real Estate - Mortgage		1,037		28.22	%		1,558		32.95	%		1,922		44.35	%		1,906		48.88	%		1,735		48.22	%
Installment Loans
to Individuals		240		6.53	%		770		16.29	%		460		10.61	%		575		14.75	%		780		21.68	%
Other Loans		2		0.05	%		95		2.01	%		413		9.53	%		152		3.90	%		23		0.64	%
Unallocated		-		-			-		0.00	%		36		0.83	%		-		-			-		-
Total Loans	$	3,675		100.00	%	$	4,728		100.00	%	$	4,334		100.00	%	$	3,899		100.00	%	$	3,598		100.00	%

Note:  Percent in the above table represents the amount represented by the loan type in the loan portfolio.

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The allowance is based on regular, quarterly assessments of the estimated losses inherent in the loan portfolio. Our methodology for assessing the appropriateness of the allowance consists of several key elements, which include the formula allowance and specific allowances for identified problem loans. The portfolio is segregated into nine various rating codes based on a risk analysis of the portfolio prepared by management.  Loss factors are based both on our loss experience as well as on significant factors that, in management’s judgment, affect the collect-ability of the portfolio as of the evaluation date.

The appropriateness of the allowance is reviewed by management based upon our evaluation of then-existing economic and business conditions affecting our key lending areas and other conditions, such as credit quality trends (including trends in delinquencies, nonperforming loans and foreclosed assets expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments and recent loss experience in particular segments of the portfolio that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collect-ability of the loan.  Management reviews these conditions quarterly. To the extent that if any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s estimate of the effect of this condition may be reflected as a specific allowance applicable to this credit or portfolio segment.

The allowance for loan losses is based on estimates of losses inherent in the loan portfolio. Actual losses can vary significantly from the estimated amounts. Our methodology as described permits adjustments to any loss factor used in the computation of the formula allowance in the event that, in management’s judgment, significant factors which affect the collect-ability of the portfolio as of the evaluation date are not reflected in the loss factors. By assessing the estimated losses inherent in the loan portfolio on a quarterly basis, we are able to adjust specific and inherent loss estimates based upon any more recent information that has become available.

Assessing the adequacy of the allowance for loan losses is inherently subjective as it requires making material estimates, including the net realizable value of collateral expected to be received on impaired loans that may be susceptible to significant change. In the opinion of management, the allowance, when taken as a whole, covers all known and inherent losses in the loan portfolio that are both probable and reasonable to estimate.

At December 31, 2004, the loan loss reserve reflected a small decrease of $67 thousand from the previous year.  The loan loss reserve at December 31, 2004, was composed of the following: substandard loans, $160 thousand; an allocation for deemed uncollectible doubtful loans, $113 thousand; bankruptcy loans, $448 thousand; credit card loans, $49 thousand; agricultural loans, $288 thousand; consumer loans without real estate collateral, $558 thousand; watch loans, $202 thousand; and the remainder of the adjusted loan portfolio, $780 thousand.

The loan loss reserve at December 31, 2005, showed an increase of $291 thousand from the previous year, which can be justified by the increase in the loan portfolio.  The loan loss reserve at December 31, 2005, was represented by substandard loans ($195 thousand), doubtful loans ($5 thousand), bankruptcy loans ($577 thousand), credit card loans ($42 thousand),  agricultural loans ($145 thousand),  consumer loans without real estate collateral ($543 thousand), watch loans ($301 thousand) and the remainder of the adjusted loan portfolio ($1,992 thousand).  In the third and fourth quarter of 2005, management looked intently at the adequacy of the loan loss reserve with the loan losses of $1.4 million being recognized for the year.  Analysis at the close of 2005 of the loan loss reserve considered loan growth in specific market areas, and potential problem accounts forecasted changes in the allocation and methodology in the loan loss reserve calculations.

At December 31, 2006, the loan loss reserve reflected a growth of approximately $435 thousand from December 31, 2005.  The allocation for substandard loans, which increased from 2005 by $341 thousand, remained basically unchanged at approximately $180 thousand due to the change in the historic percentage.  Bankruptcy loans decreased by approximately $1,064 thousand and caused a decrease in its loan loss reserve allocation of $235 thousand.  The loans classified as watch loans increased by approximately $2.9 million.   This increase created an increase in the watch loans allocation by $447 thousand. The allocation for doubtful loans increased by $372 thousand in 2006, attributable to an  increase in the level of doubtful loans and the estimated loss.  The doubtful loans grew from $14 thousand in 2005 at an estimated loss of $5 thousand to $822 thousand in 2006 at an estimated loss of $377 thousand. The loan loss reserve for December 31, 2006, also includes consideration and allocation as follows:  construction loans of $31.6 million, $316 thousand, commercial real estate loans of $74.7 million, $374 thousand; nonfarm/nonresidential loans of $91.1 million, $228 thousand and economic factors based on loans of $327 million, $819 thousand.

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The loan loss reserve at December 31, 2007 reflects an increase of $395 thousand from December 31, 2006.  The difference chiefly results from the allocation for construction and development real estate loans.  This allocation increased from 2006 to 2007 by $845 thousand and is primarily due to an increase in the advances for the loan type and the increase in the allocation percentage caused by the present inherent risks in this type of lending.  In the same analysis of risks and of balance levels, the allocation for the following loan types dropped during 2007: commercial, financial and agricultural loans; and mortgage loans.

At December 31, 2008, the loan loss reserve reflects a decrease of approximately $1 million from December 31, 2007.   The decrease can be attributed to the decrease in the total loan portfolio as well as a substantial decrease in the

high risk loan areas – such as commercial real estate, nonfarm nonresidential properties and construction.  The decrease can be supported by conservative lending in a failing real estate market as well as the realization of losses on existing loans.

The continuing level in loan charge offs mandates the need to maintain the status in the provisions for the Allowance for Loan Losses for 2005 and 2006 of $1,440 thousand and $965 thousand, respectively.  The significant increase in 2005 from 2004 of $803 in the provision is the resulting action of a continuing analysis of problem loans, a readiness to recognize losses, and a dedication to maintain a sufficient level of a reserve.  The provisions in 2006 continued that dedication of maintaining the allowance based on historic experience and current trends.  The regulatory exam as of September 30, 2005, however, classified $1.9 million of loans as substandard, up from $1.6 million as reflected in the regulatory exam as of December 31, 2003.  This increase was a gauge in the analysis of needed loan provisions at that time.  Recoveries reflected an increase in 2006 from $478 thousand to $684 thousand as a result of the diligent efforts by loan and deposit personnel to regain principal from the classified loan activity.   In 2007, the loan charge offs and loan recoveries increased significantly.  The significant increase in loan charge offs can be credited to installment loans to individuals.  The charge offs for the classification of installment loans to individuals – which includes charged off

overdrafts – increased from $1.0 million to $2.0 million from 2006 to 2007.  The recoveries for the same classification increased from $648 thousand to $1.6 million from 2006 to 2007.

The 2008 activity in the loan loss reserve reflects the state of the economy and the condition of the real estate market in 2008.  The reserve was charged with approximately $9 million due to declining values in collateral and poor customer performance in loans primarily for construction and development in the real estate.  Approximately $2.3 million was charged to the reserve for consumer loans, of which the majority of the charges were due to losses from overdrafts on deposit accounts.  Recoveries in the consumer loans totaled approximately $1.8 million.

The ratio of the Allowance for Loan Losses to Loans for the years presented reflects a range from a low of 1.20% in 2008 to a high of 1.56% in 2004.

Securities

Securities are identified as either Available for Sale, Held to Maturity or Other Securities.   Securities held to maturity are those securities which Security Capital Corporation has both the intent and the ability to hold to maturity and are reported at the amortized cost.  Securities available for sale are those securities which Security Capital Corporation may decide to sell if needed for liquidity, asset/liability management or other reasons.  Securities that are available for sale are reported at market value with the unrealized gains or losses included as a separate component of equity, net of tax.  Other securities are carried at cost and are investments in FHLB, First National Banker’s Bankshares and Federal Agricultural Mortgage Corporation.

Table 9 - Securities
(in thousands)
	2008		2007		2006		2005		2004
Securities Available for Sale
U. S. Treasuries						-		-		-
U. S. Agencies		1,075		1,536		5,441		11,175		23,316
Mortgage Backed		37,534		34,452		20,915		20,872		22,419
State, Municipals & Other		31,281		30,172		34,672		46,902		50,934
Total Securities AFS		69,890		66,160		61,028		78,949		96,669
Securities Held to Maturity
U. S. Treasuries						-		-		-
U. S. Agencies						-		-		-
Mortgage Backed						-		-		-
State, Municipals & Other		5,375		7,235		7,850		2,047		2,050
Total Securities HTM		5,375		7,235		7,850		2,047		2,050
Other Securities
Equities		2,218		2,024		2,250		1,456		1,259
Total Securities		77,483		75,419		71,128		82,452		99,978

The security portfolio is composed of U. S. Treasury securities, U. S. Agency securities, State and Municipal securities - both tax-exempt and taxable, equities, and mortgage-backed securities.

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Table 10
Securities & Repricing Schedule
For 12/31/2008
(in thousands)
	1 Year		After 1 Year		5 to 10		Over
	and Less		Thru 5 Years		Years		10 Years
Agencies
Fair Value		-		1,075		-		-
Book Yield		-		5.100		-		-
Taxable Municipals
Fair Value		31		121		79		-
Book Yield		5.670		4.586		4.870		-
Municipals
Fair Value		2,771		15,675		10,923		7,009
Book Yield		5.342		5.230		6.115		7.020
Equity-FHLB		-		-		-		1,718
Book Yield								5.080
Other Securities		-		-		-		503
MBS
Fair Value		-		-		-		37,534
Book Yield								5.459
Total Fair Values		2,802		16,871		11,002		46,764
Weigh Bk Yields		5.730		5.790		6.390		5.840

Table 11
Securities Weighted Maturity and Tax Equivalent Yield by Classification
December 31, 2008
			Weighted
		Weighted	Tax-Equivalent
		Maturity	Yield
	U. S. Agencies	2.19	5.100%
	Mortgage Backed	2.33	5.459%
	Taxable Municipals	3.99	4.836%
	Tax-Exempt Municipals	6.04	5.859%

The weighted tax-equivalent yields reflected in the table above were calculated using amortized costs and a tax rate of 34%.

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The securities portfolio carries varying degrees of risk.  Investments in U. S. Treasury and U. S. Agency securities have little or no credit risk.  Mortgage-backed securities are substantially issues of federal agencies.  Obligations of states and political subdivisions are the areas of highest potential credit exposure in the portfolio.  This risk is minimized through the purchase of high quality investments.  When purchased, obligations of states and political subdivisions and corporate bonds must have a credit rating by Moody’s or Standard and Poor’s of “A” or better.  The risk of non-rated municipal bonds is minimized by limiting the amounts invested in local issues. Management believes the non-rated securities are of high equality.  No securities of an individual issuer exceeded 10% of Security Capital Corporation’s shareholders’ equity as of December 31, 2008.  Security Capital Corporation does not use off-balance sheet derivative financial instruments as defined in Statement of Financial Accounting Standards No. 119, “Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments.”

The securities investment was increased as investment decisions favored securities investments when adequate loan funding was maintained.  In 2005 and 2006, the securities portfolio decreased as the loan demand increased without an echo of the same increase in the deposits.  The securities portfolio in 2007 reflected a significant activity due to the adoption of the fair value accounting pronouncements with sales and purchases resulting.  In 2008, the investment in securities increased by $2.1 million, reflecting normal investing activity.

Deposits

Security Capital Corporation offers a wide variety of deposit services to individual and commercial customers, such as non-interest-bearing and interest-bearing checking accounts, savings accounts, money market deposit accounts, and time deposit.  The deposit base provides the major funding source for earning assets.  Total average deposits have shown steady growth over the past few years.   Time deposits continue to be the largest single source of Security Capital Corporation’s deposit base.

A five year schedule of average balances of deposits by type is presented in Table 12.  Also, the maturities of time deposits greater than $100,000 are presented in Table 13.

Table 12 - Deposit Information
(in thousands)
	2008		2007		2006		2005		2004
	Average	Avg	Average	Avg	Average	Avg	Average	Avg	Average	Avg
	Balance	Rate	Balance	Rate	Balance	Rate	Balance	Rate	Balance	Rate
Noninterest- Bearing
Demand	59,286		56,816		58,635		57,954		51,557
Savings	258		251		242		245		241
Interest-bearing
Demand	135,517	1.30	135,369	2.76	132,447	2.65	145,036	1.70	123,215	1.04
Savings	28,442	0.71	29,932	1.52	31,363	1.50	29,420	1.18	26,663	1.05
Time Deposits	162,006	3.49	168,032	4.86	144,549	4.27	117,127	2.86	114,125	1.95
	385,509		390,400		367,236		349,782		315,801

Table 13 - Maturity Ranges of Time Deposits
With Balances More Than $100,000
As of December 31, 2008
(in thousands)
3 Months or Less	$	27,265
Over 3 Months thru 6 Months		11,428
Over 6 Months thru 12 Months		13,326
Over 12 Months		5,579
		57,598

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Security Capital Corporation in its normal course of business will acquire large certificates of deposit (time deposits), generally from public entities that exhibit a variety of maturities.  These funds are acquired on a bid basis and are considered to be part of the deposit base of Security Capital Corporation.

Borrowings

Aside from the core deposit base and large denomination certificates of deposit mentioned above, the remaining funding sources include short-term and long-term borrowings.  As of December 31, 2008, Security Capital Corporation’s short-term borrowings consisted of approximately $1.3 million of the Treasury Tax and Loan open-end note and $4,000,000 of the $32,657,000 borrowed from the Federal Home Loan Bank.  As of December 31, 2007, the short-term borrowings were composed of $389,885 in the Treasury, Tax and Loan open-end note and $1,000,000 of the $23,082,000 borrowed from the Federal Home Loan Bank.  Security Capital Corporation foresees short-term borrowings to be a continued source of liquidity and will continue to use these borrowings as a method to fund short-term needs.

At the end of 2007 and 2008, Security Capital Corporation had long-term debt in the amount of $22,082,000 and $28,657,000, respectively.  Scheduled principal payments of $4,747,000 are due to the Federal Home Loan Bank in 2009.  The rates on the debt with Federal Home Loan Bank as of December 31, 2008, ranged from 2.568% to 5.810% with the maturities ranging to 2032.  The maximum month-end balance during 2008 with Federal Home Loan Bank occurred at the end of September with the balance of $44,840,000 which reflects an increase of a one day advance of $12,000,000 on September 30 that was paid back on October 1.  For 2008, the average outstanding long-term balance was $29,742,000 for debt with Federal Home Loan Bank.

Liquidity and Rate Sensitivity

Liquidity management is the process by which Security Capital Corporation ensures that adequate liquid funds are available to meet financial commitments on a timely basis.  These commitments include honoring withdrawals by depositors, funding credit obligations to borrowers, servicing long-term obligations, making shareholder dividend payments, paying operating expenses, funding capital expenditures and maintaining reserve requirements.  Interest rate risk is the exposure to Corporation earnings and capital from changes in future interest rates.  All financial institutions assume interest rate risk as an integral part of normal operations.  Managing and measuring the interest rate risk is the process that ranges from reducing the exposure of Security Capital Corporation’s interest margin regarding swings in interest rates assuring that there are sufficient capital and liquidity to support future balance sheet growth.

Liquidity risk is the risk to a bank’s earnings and capital arising from its inability to meet obligations when they come due without incurring losses.  Bank management must ensure that sufficient funds are available at a reasonable cost to meet potential demands from both funds providers and borrowers.

Security Capital Corporation addresses short–term liquidity from both an asset liquidity and a liability liquidity viewpoint.  Short-term asset liquidity is provided by money market assets, the investment portfolio, and readily saleable bank assets.  Short-term liability liquidity is measured by the liabilities considered to be more volatile in nature and more likely to be sensitive to changes in interest rates.  Short-term liquidity is monitored thru the asset/liability reports in a measure of a coverage ratio and a crisis coverage ratio.  These ratios measure the ability of the bank to raise cash quickly and how many times this cash will cover volatile liabilities.  For December 31, 2008, the coverage ratio was 5.33.   Of this ratio, the calculated reserves or the source for cash was $165.2 million which would be needed to meet the demand of the identified volatile liabilities and unused loan commitments of $23.7 million and $7.3 million, respectively.  The crisis ratio looks at the coverage of volatile liabilities under a scenario where cash is needed immediately.  The crisis ratio for December 31, 2008, was 2.06. The identified reserves for a crisis ratio totaled $120.0 million and the volatile liabilities and unused loan commitments totaled $58.0 million.  Additionally, the bank monitors liquidity by looking at the ratio of cash and short-term investments versus non-core funding.  The liquidity ratio for December 31, 2008, was in compliance with the policy limit of 15% with a ratio of 17.5%.  This ratio measures the net cash and short-term marketable assets of $58.7 million to the net deposits and short-term liabilities of $336.2 million. The corporation’s dependency ratio of 10.18% was in compliance with the policy ratio of 20.0% at December 31, 2008.  This ratio measures the net volatile liabilities to the earning assets less short-term investments.

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 Long-term liquidity is the ability of the bank to maintain its reputation in the market and to produce an

acceptable return to its shareholders.  Adverse effects of reputation deterioration could cause depositors and other funds providers as well as investors, to seek higher compensation and negatively impact the bank’s earnings and capital.  If negative public opinion occurred, withdrawals of funding could become debilitating.  The bank will take steps to minimize its reputation risk and the potential impact on liquidity.  One step is to monitor its reliance on credit-sensitive funding.   Another issue that is monitored is asset growth.  Strategic consideration will be given to the development of new business.  A significant component of reputation risk is the underlying credit underwriting process of the financial institution.  Continued stringent underwriting standards for both existing and for new business will be employed.  Additionally, concentrations of credit will be closely monitored.

 At December 31, 2008, we had outstanding loan origination commitments and unused commercial and commercial and retail lines of credit of $24.5 million.  Letters of credit commitments totaling $16.4 million consisted of financial standby letters of credit of $5.1 million, performance standby letters of credit of $1.9 million and commercial letters of credit of $9.4 million.  We anticipate that we will have sufficient funds available to meet current origination and other lending commitments.  As a contingency plan for significant funding needs, the Asset/Liability Management Committee may also consider the sale of securities, sale of loans and/or the temporary curtailment of lending activities.  Certificates of deposit that are scheduled to mature within one year totaled approximately $123 million at December 31, 2008.  We expect to retain a substantial majority of these certificates of deposit.

 The asset/liability committee is responsible for managing liquidity issues and interest rate risk, among other matters.  Various interest rate movements are factored into a simulation model to assist the asset/liabilitycommittee in assessing interest rate risk.  The committee analyzes the results of the simulation model to formulatestrategies to effectively manage the interest rate risk that may exist.

The liquidity of Security Capital Corporation is dependent on the receipt of dividends from First Security Bank.  Management expects that in the aggregate, First Security Bank will continue to have the ability to provide adequate funds to Security Capital Corporation.

 The Interest Rate Risk Management System is comprised of six different steps.  They are: Board Oversight;Senior Management Oversight; Risk Limits and Controls; Risk Identification and Measurement; Risk Monitoring andReporting; and Independent Review.  A strategic plan highlighting risk tolerance levels is established and monitored by the Board. Senior management implements the strategic plan of goals, objectives and risk limits.  Risk limits are set for Earnings at Risk, Gap Analysis, Economic Value and Value at Risk.  The status of liquidity and rate sensitivity is forecasted in a quarterly report, Asset/Liability Performance Analysis which is provided by an independent outside organization.  The resulting analysis report notifies Security Capital Corporation of compliance with the limitations/goals established by Security Capital Corporation and regulatory agencies as well as projecting a flat rate scenario where rates do not change from the starting point of the analysis, the scenario of rates increasing by 200 and 300 basis points and the scenario of rates decreasing by 200 or 300 basis points.

 The areas of interest rate risk which Security Capital Corporation is susceptible are Repricing Risk, Option Riskand Yield Curve/Basis Risk.  Repricing Risk is the difference in the timing of the assets and the liabilities due to eithermaturities or repricing within a certain time frame.  Option Risk is the interest rate related options embedded in the bank’s assets and liabilities which change the cash flow characteristics of the assets and liabilities.  Yield Curve/Basis Risk are the changes in the relationship between different interest rates with the same maturity or interest rates across a maturity spectrum which create compression or expansion of net interest margins.

 Gap Analysis is the analytical tool that places maturing and repricing assets and liabilities into time buckets tomeasure the short and long term pricing imbalances for a given period.  The broad guidelines set by Security CapitalCorporation for this measure are set in time frames of three months, six months, and twelve months with a +/- cumulative gap position limit of 30%.    Earnings at Risk (EAR), another analysis tool, is considered management’s best source of managing short-term interest rate risk (in a one-year time frame.)  The EAR variance is the percentage change in net interest income over 12 months relative to the base case scenario (with rates being flat) for a +/- instantaneous parallel movement.   The first limit or level is set at 10% of net interest income which will serve as a warning to management.  The second level of 15% represents a risk earnings and is not acceptable to management.  When this occurs, an explanation of the variance is reported to Asset/Liability Committee and to the Board of Directors with an action plan to decrease the variance.  Among the possible actions are loan sales, use of FHLB borrowings and investment portfolio restructuring.  Economic Value of Equity is the tool for measuring long-term interest rate risk.    This tool measures the long-term safety and soundness of the institution being compromised for the sake of short-term results.  The two limits of Economic Value of Equity are level I designated having a variance of 30-39% and level II designated having a variance of 40% or higher and uses the same concern or action level as for Earnings at Risk

35

 The analysis performed using December 31, 2008, data projecting for the period ending December 31, 2009,

reflected the net interest income at $17.7 million.  Return on Assets and Return on Equity at 1.16% and 9.90%, respectively, compare to December 31, 2007, actuals at 1.87% and 15.45%, respectively.  The model for December 31, 2008 remains consistently neutral to changes in rates.  In the current model, the net interest margin remains basically the same in the 200 ramp up and in the up 100 ramp.  For the 200 ramp down and the 100 ramp down, the model reflects  a small change with the largest drop of 7.14% occurring in the down 200.  The Economic Value of Equity increased 16.4% in the up 200 ramp.  The down 200 ramp results in a decrease to net interest income of 15.7% which is well within the policy limit of 30%.  As rates move up or down 100 or 200 basis points, we see a small change in net interest income.  The model shows if rates continue to tighten, the risk to earnings to be minimal

 First Security Bank’s source of funding is predominantly core deposits consisting of both commercial and individual deposits, maturities of securities, repayments of loan principal and interest, federal funds purchased, and long-term borrowings from the FHLB.  With the deposit base being diversified between individual and commercial accounts, First Security Bank avoids dependence on large concentrations of funds.  Security Capital Corporation does not solicit certificates of deposit from brokers.  The primary sources of liquidity on the asset side of the balance sheet are federal funds sold and securities classified as available for sale.  Most of the investment securities portfolio are classified in the available for sale category and are subject to be sold should liquidity needs arise.

 Along with the funds provided by operations of $8.2 million in 2006, the cash available for use was provided by an increase of deposits of $11.9 million and a net increase of borrowings of $13.2 million.  These funds were used to provide for an increase in loan demand of $28.7 million, the paying of a cash dividend of $2.7 million, and the addition of buildings and equipment of $4.6 million.

 In addition to the funds provided by operations of $10.5 million in 2007, the increase of deposits by $22.0 million provided for the source of funding for the loan advances of $16.6 million and the repayment of federal funds purchased of $4.0 million.  Funds from the sales and maturities of securities of $29.6 million assisted providing the funding for the investments of premises and equipment of $2.3 million and the purchase of securities of $35.0 million in 2007.

 The cash available for use in 2008 was provided by operating activities in the amount of $12.2 million.  Other transactions or activities affecting cash were: purchases of available-for-sale securities of $19.2 million; maturities, calls and sales of securities of $17.8 million; repayment of debt of $14.1 million; proceeds from borrowings of $23.3 million; and payment of cash dividends of $1.4 million.

36

Table 14 - Funding Uses and Sources details the main components of cash flows for 2006 thru 2008.

Table 14 - Funding Uses and Sources
(in thousands)
	2008						2007						2006
			Increase						Increase						Increase
	Average		(Decrease)		%		Average		(Decrease)		%		Average		(Decrease)		%
	Balance		Amount		Change		Balance		Amount		Change		Balance		Amount		Change
Funding Uses
Loans		334,576		-6,113		-1.79		340,689		25,221		7.99		315,468		44,145		16.27
Securities*		78,188		5,534		7.62		72,654		-6,332		-8.02		78,986		-13,693		-14.77
Federal Funds Sold		3,503		600		20.67		2,903		1,067		58.12		1,836		-1,731		-48.53
		416,267		21		0.01		416,246		19,956		5.04		396,290		28,721		7.81
Funding Sources
Noninterest Bearing Deposits
Demand Deposits		59,286		2,470		4.35		56,816		-1,819		-3.10		58,635		681		1.18
Savings Deposits		258		7		2.79		251		9		3.72		242		-3		-1.22
Interest Bearing Deposits
Demand Deposits		135,517		148		0.11		135,369		2,922		2.21		132,447		-12,589		-8.68
Savings Deposits		28,442		-1,490		-4.98		29,932		-1,431		-4.56		31,363		1,943		6.60
Time Deposits		162,006		-6,027		-3.59		168,033		23,484		16.25		144,549		27,422		23.41
Borrowings		33,928		10,218		43.10		23,710		-3,523		-12.94		27,233		9,195		50.98
		419,437		5,326		1.29		414,111		19,642		4.98		394,469		26,649		7.25
*Cost basis is used for securities instead of market values.

Table 15 - Liquidity and Interest Rate Sensitivity reflects interest earning assets and interest-bearing liabilities by maturity distribution.  Product lines repricing in time periods predetermined by contractual agreements are included in the respective maturity categories.

Table 15 - Liquidity; Interest Rate Sensitivity
(in thousands)
As of December 31, 2008
	Less			Over 3 Mos			Over 1 yr			Over
	3 Mos			thru 1 Yr			thru 3 Yrs			3 Yrs			Total
Interest Earning Assets
Loans		150,988			84,452			48,908			26,005			310,353
Short-Term Investments		198			-			-			-			198
Investment Securities		9,421			19,415			19,439			29,208			77,483
Other		-			-			-			6,188			6,188
Total Interest Earning Assets		160,607			103,867			68,347			61,401			394,222
Interest Bearing Liabilities
NOW		23,442			-			6,870			41,804			72,116
Money Market		36,619			-			2,318			13,073			52,010
Savings Deposits		12,368			-			2,174			13,189			27,731
Time Deposits		54,933			67,534			9,909			13,523			145,899
Short-Term Borrowings					4,000			-			-			4,000
Long-Term Borrowings					747			3,601			24,309			28,657
Total Interest Bearing Liabilities		127,362			72,281			24,872			105,898			330,413
Rate Sensitive Assets (RSA)		160,607			264,474			332,821			394,222			394,222
Rate Sensitive Liabilities (RSL)		127,362			199,643			224,515			330,413			330,413
Rate Sensitive Gap		33,245			31,586			43,475			-44,497			63,809
Rate Sensitive Cumulative Gap		33,245			64,831			108,306			63,809			63,809
Cumulative % of Earning Assets		8.43	%		16.45	%		27.47	%		16.19	%		16.19	%
Cumulative % of Total Assets		7.19	%		14.02	%		23.42	%		13.80	%		13.80	%

37

          Interest rate risk can also be measured by analyzing the extent to which the repricing of assets and liabilities are mismatched to create an interest sensitivity “gap.”  An asset or liability is said to be interest rate sensitive within a specific time period.  The interest rate sensitivity gap is defined as the difference between the amount of interest earning assets maturing or repricing within a specific time period and the amount of interest bearing liabilities maturing or repricing within that same time period.  A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities.  A gap is considered negative when  the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.  During a period of rising interest rates, therefore, a negative gap would tend to adversely affect the net interest income.  Conversely, during a period of falling interest rates, a negative gap position would tend to result in an increase in net interest income.

Certain shortcomings are inherent in the method of analysis presented in the foregoing table.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react  in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets may lag behind changes in market rates.  Additionally, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table.  Therefore, we do not rely solely on a gap analysis to manage our interest rate risk, but rather we use what we believe to be the more reliable simulation model - relating to changes in net interest income.

Income Sensitivity :

Based on simulation modeling at December 31, 2008, and December 31, 2007, our net interest income would change over a one-year time period due to changes in interest rates as follows:

Table 15A - Change in Net Interest Income Over One Year Horizon
	(Dollars in Thousands)
	at December 31, 2008					at December 31, 2007
	Dollar		%			Dollar			%
Changes in Levels of Interest Rates	Change		Change			Change			Change
Increase 2.00%	$	258		1.50	%	$	(57	)		-0.30	%
Increase 1.00%		197		1.10	%		(7	)		0.00	%
Decrease 1.00%		140		0.80	%		(27	)		-0.10	%
Decrease 2.00%		171		1.00	%		(332	)		-1.50	%

As of December 31, 2007 and 2008, the neutral status is evident as reflected in the nominal, projected percentage changes, in the ramps, as shown above.

38

Capital Adequacy

Security Capital Corporation and First Security Bank are subject to various regulatory capital guidelines as required by  federal and state banking agencies, as discussed in greater detail under Item 1 hereof.  These guidelines define the various components of core capital and assign risk weights to various categories of assets.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires federal regulatory agencies to define capital tiers.  These are: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.  Under these regulations, a “well-capitalized” institution must achieve a Tier I risk-based capital ratio of at least 6.00%, and a total capital ratio of at least 10.00%, and a leverage ratio of at least 5.00% and not be under a capital directive order.  Failure to meet capital requirements can initiate regulatory action that could have a direct material effect on Security Capital Corporation’s financial statements.  If adequately capitalized, regulatory approval is required to accept brokered deposits.  If undercapitalized, capital distributions, asset growth and expansion is limited, in addition to the institution being required to submit a capital restoration plan.

Management believes Security Capital Corporation and First Security Bank meet all the capital requirements as of December 31, 2008, as noted below in Table 16 - Capital Ratios, and is well-capitalized under the guidelines established by the banking regulators.  To be well-capitalized, Security Capital Corporation and First Security Bank must maintain the prompt corrective action capital guidelines described above.

Security Capital Corporation decreased the amount of dividends paid to $1,441,280  in 2008, compared to $2,881,809 in 2007, a decrease of approximately 50%.

Table 16 - Capital Ratios
(Dollars in thousands)
	As of December 31,
	2008		2007		2006
Tier 1 Capital
Total Tier 1 Capital		51,597		53,106		48,151
Total Capital
Tier 1 Capital		51,597		53,106		48,151
Allowable Allowance for Loan Losses		3,675		4,699		4,334
Total Capital		55,272		57,805		52,485
Risk Weighted Assets
Net Average Assets		463,804		480,244		454,841
Total Risk Weighted Assets		357,261		377,859		356,670
Risk Based Ratios
Tier 1 Leverage Ratio		11.12		11.06		10.59
Tier 1 Risk Based Capital Ratio		14.44		14.05		13.50
Total Risk Based Capital Ratio		15.47		15.30		14.72

39

Off-Balance Sheet Arrangements

The Company’s primary off-balance sheet arrangements are in the form of loan commitments. At December 31, 2008, the Company had $24.5 million in unused loan commitments outstanding.  Of these commitments, $24.0 million mature in one year or less. Lines of credit are established using the credit policy of the Company concerning the lending of money.

Letters of credit are used to facilitate the borrowers’ business and are usually related to the acquisition of inventory or of assets to be used in the customers’ business. Letters of credit are generally secured and are underwritten using the same standards as traditional commercial loans. Most standby letters of credit expire without being presented for payment. However, the presentment of a standby letter of credit would create a loan receivable from the Bank’s loan customer. The Bank’s asset-based lending subsidiary uses commercial letters of credit to facilitate the purchase of inventory items by its customers.  At December 31, 2008, the Company had, issued and outstanding, $9.4 million in commercial letters of credit, $5.1 million in financial standby letters of credit, and $1.9 million in performance standby  letters of credit.

At December 31, 2008, there was $25million in standby letters of credit issued on the Company’s behalf by a Federal Home Loan Bank. At December 31, 2007, there was $25 million in standby letters of credit issued on the Company’s behalf by a Federal Home Loan Bank. The Company uses these letters of credit as additional collateral on loan participations sold and is obligated to the Federal Home Loan Bank if the letters of credit must be drawn upon.

Tabular Disclosure of Contractual Obligations

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential of loss arising from adverse changes in interest rates and prices. The Company is exposed to market risk as a consequence of the normal course of conducting its business activities. Financial products that expose the Company to market risk include investment securities, loans, deposits and debt. The Company's market risk management process involves measuring, monitoring, controlling and managing risks that can significantly impact the Company's financial position and operating results. In this management process, market risks are balanced with expected returns in an effort to enhance earnings performance and shareholder value, while limiting the volatility of each.  Normal business transactions expose the Company's balance sheet profile to varying degrees of market risk. The Company's primary market risk exposure is interest rate risk. A key element in the process of managing market risk involves oversight by senior management and the Board of Directors as to the level of such risk assumed by the Company in its balance sheet. The Board of Directors reviews and approves risk management policies, including risk limits and guidelines and delegates oversight functions to the Asset Liability Management Committee ("ALCO"). The ALCO, consisting of senior business and finance officers, monitors the Company's market risk exposure and as market conditions dictate, modifies balance sheet positions.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

40

REPORT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of the

Board of Directors and Shareholders

Security Capital Corporation

We have audited the accompanying consolidated balance sheets of Security Capital Corporation and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in shareholders' equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2008. We also have audited Security Capital Corporation’s internal control over financial reporting as of December 31, 2008, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Security Capital Corporation’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Report of Management on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on these financial statements and an opinion on the Corporation’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

41

To the Audit Committee of the

Board of Directors and Shareholders

Page 2

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Security Capital Corporation and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Security Capital Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/S/ T. E. Lott & Company

Columbus, Mississippi

March 6, 2009

42

SECURITY CAPITAL CORPORATION

SELECTED FINANCIAL DATA

YEARS ENDED DECEMBER 31,

	2008			2007		2006		2005		2004
	(In thousands, except per share data)
INCOME DATA
Interest and fees on loans	$	23,063		$	30,283	$	27,013	$	20,570	$	15,042
Interest and dividends on securities		3,712			3,403		3,294		3,643		3,826
Other interest income		296			447		279		245		224
Total interest income		27,071			34,133		30,586		24,458		19,092
Interest expense		8,993			13,699		11,523		6,907		4,139
Net interest income		18,078			20,434		19,063		17,551		14,953
Provision for loan losses		10,456			1,155		965		1,440		637
Net interest income after provision for
loan losses		7,622			19,279		18,098		16,111		14,316
Service charges on deposit accounts		5,172			5,152		4,592		4,333		3,876
Other income		2,576			1,697		2,334		1,818		1,781
Total noninterest income		7,748			6,849		6,926		6,151		5,657
Salaries and employee benefits		10,227			10,141		9,276		8,588		7,607
Occupancy and equipment expense		2,475			2,302		1,888		1,553		1,236
Other expenses		3,507			3,095		3,271		2,807		2,567
Total noninterest expenses		16,209			15,538		14,435		12,948		11,410
Income before income taxes		(839	)		10,590		10,589		9,314		8,563
Income taxes		(1,022	)		3,155		3,349		2,707		2,431
Net income	$	183		$	7,435	$	7,240	$	6,607	$	6,132
PER SHARE DATA (1)
Net income - basic	$	0.06		$	2.58	$	2.51	$	2.29	$	2.13
Dividends
Other Ratios:
Return on Average Assets		0.04			1.54		1.58		1.57		1.65
Return on Equity		0.31			13.44		14.36		14.16		14.22
Loans to Deposits		86.82			88.28		89.08		83.98		70.29
Loans to Total Assets		67.11			72.02		71.27		68.36		60.06
Equity Capital to Total Assets		12.10			11.95		11.34		10.83		11.24
Average Equity to Average Assets		12.15			11.43		10.99		11.12		11.61
Dividend Payout Ratio		787.58			38.76		37.90		39.52		40.52
FINANCIAL DATA
Total assets	$	462,485		$	476,530	$	458,329	$	435,876	$	390,274
Net loans		306,678			338,460		322,324		294,046		230,805
Total deposits		357,483			388,733		366,669		354,766		333,458
Total shareholders' equity		55,979			56,939		51,984		47,187		43,870

(1)   Restated for stock dividends

43

SECURITY CAPITAL CORPORATION

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2008 and 2007

ASSETS	2008			2007
	(In thousands)
Cash and due from banks	$	16,953		$	19,163
Interest-bearing deposits with banks		395			643
Total cash and cash equivalents		17,348			19,806
Certificates of deposit with other banks		198			198
Securities available-for-sale		69,890			66,160
Securities held-to-maturity  (estimated fair value		5,375			7,235
(of $5,331 in 2008 and $7,442 in 2007)
Securities, other		2,218			2,024
Total securities		77,483			75,419
Loans, less allowance for loan losses of
$3,675 in 2008 and $4,729 in 2007		306,678			338,460
Interest receivable		3,733			6,158
Premises and equipment		24,548			23,072
Other real estate		14,046
Goodwill		3,874			3,874
Cash surrender value of life insurance		6,286			6,075
Customers' liability on acceptances		3,321			1,058
Other assets		4,970			2,410
Total Assets	$	462,485		$	476,530
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits	$	59,670		$	58,373
Interest-bearing deposits		297,813			330,360
Total deposits		357,483			388,733
Interest payable		1,017			1,953
Acceptanes outstanding		3,321			1,058
Federal funds purchased		8,000			4,000
Borrowed funds		33,929			23,472
Other liabilities		2,756			375
Total liabilities		406,506			419,591
Shareholders' equity:
Common stock - $5 par value, 5,000,000 shares
authorized, 2,890,811 shares issued		14,454			14,454
Surplus		40,723			40,701
Retained earnings		167			1,502
Accumulated other comprehensive income		676			326
Treasury stock, at par, 8,152 shares and 8,852
shares in 2008 and 2007, respectively		(41	)		(44	)
Total shareholders' equity		55,979			56,939
Total Liabilities and Shareholders' Equity	$	462,485		$	476,530

The accompanying notes are an integral part of these statements.

44

SECURITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

	2008			2007			2006
	(In thousands, except per share data)
INTEREST INCOME
Interest and fees on loans	$	23,063		$	30,283		$	27,013
Interest and dividends on securities:
Taxable		2,111			1,772			1,596
Tax-exempt		1,601			1,631			1,698
Other		296			447			279
Total interest income		27,071			34,133			30,586
INTEREST EXPENSE
Interest on time deposits of $100,000 or more		2,752			4,229			3,101
Interest on other deposits		4,867			8,130			7,048
Interest on borrowed funds		1,374			1,340			1,374
Total interest expense		8,993			13,699			11,523
Net interest income		18,078			20,434			19,063
Provision for loan losses		10,456			1,155			965
Net interest income after provision for loan losses		7,622			19,279			18,098
OTHER INCOME
Service charges on deposit accounts		5,172			5,152			4,592
Other service charges and fees		797			415			647
Trust Department income		752			1,068			1,038
Securities gains (losses), net		13			(448	)		(253	)
Gains on sale of other assets, net		552			117			454
Other		462			545			448
Total other income		7,748			6,849			6,926
OTHER EXPENSE
Salaries and employee benefits		10,227			10,141			9,276
Net occupancy expense		1,196			1,114			1,020
Furniture and equipment expense		1,279			1,188			868
Printing, stationery, and supplies		235			347			348
Data processing		203			192			366
Directors' fees		203			301			274
Professional fees		440			333			191
Other		2,426			1,922			2,092
Total other expense		16,209			15,538			14,435
Income (loss) before income taxes		(839	)		10,590			10,589
Income tax expense (benefit)		(1,022	)		3,155			3,349
Net income	$	183		$	7,435		$	7,240
Basic net income per share	$	0.06		$	2.58		$	2.51

The accompanying notes are an integral part of these statements.

45

SECURITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(In thousands)

														Accumulated
														Other
	Comprehensive		Common					Retained			Treasury			Comprehensive
	Income		Stock		Surplus			Earnings			Stock			Income			Total
Balance, January 1, 2006			$	13,114	$	31,380		$	3,003		$	(55	)	$	(255	)	$	47,187
Comprehensive income:
Net income for 2006	$	7,240		-		-			7,240			-			-			7,240
Net change in unrealized gain (loss) on
securities available-for-sale, net of tax		214		-		-			-			-			214			214
Comprehensive income	$	7,454
Cash dividends paid				-		-			(2,744	)		-			-			(2,744	)
5% stock dividend				654		4,194			(4,848	)		-			-			-
Purchase of fractional shares				-		(15	)		-			(3	)		-			(18	)
Reissuance of treasury stock				-		95			-			10			-			105
Balance, December 31, 2006				13,768		35,654			2,651			(48	)		(41	)		51,984
Comprehensive income:
Net income for 2007	$	7,435		-		-			7,435			-			-			7,435
Net change in unrealized gain (loss) on
securities available-for-sale, net of tax		367		-		-			-			-			367			367
Comprehensive income	$	7,802
Cash dividends paid				-		-			(2,882	)		-			-			(2,882	)
5% stock dividend				686		5,016			(5,702	)		-			-			-
Purchase of fractional shares				-		(19	)		-			(2	)		-			(21	)
Purchase of treasury stock				-		(4	)		-			-			-			(4	)
Reissuance of treasury stock				-		54			-			6			-			60
Balance, December 31, 2007			$	14,454	$	40,701		$	1,502		$	(44	)	$	326		$	56,939

 ( Continued )

The accompanying notes are an integral part of these statements.

46

SECURITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(In thousands)

													Accumulated
													Other
	Comprehensive		Common				Retained			Treasury			Comprehensive
	Income		Stock		Surplus		Earnings			Stock			Income		Total
Balance, December 31, 2007 (brought forward)			$	14,454	$	40,701	$	1,502		$	(44	)	$	326	$	56,939
Cumulative effect of adoption of EITF Issue 0604								(77	)							(77	)
Comprehensive income:
Net income for 2008	$	183		-		-		183			-			-		183
Net change in unrealized gain (loss) on
securities available-for-sale, net of tax		350		-		-		-			-			350		350
Comprehensive income	$	533
Cash dividends paid				-		-		(1,441	)		-			-		(1,441	)
Reissuance of treasury stock				-		22		-			3			-		25
Balance, December 31, 2008			$	14,454	$	40,723	$	167		$	(41	)	$	676	$	55,979

The accompanying notes are an integral part of these statements.

47

SECURITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

	2008			2007			2006
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	183		$	7,435		$	7,240
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses		10,456			1,155			965
Amortization of premiums and discounts on
securities, net		69			93			277
Depreciation and amortization		1,212			1,157			1,003
Deferred income taxes		2,284			51			78
FHLB stock dividend		(45	)		(76	)		(67	)
(Gain) loss on sale of securities, net		(13	)		448			253
(Gain) loss on sale of other assets, net		(552	)		(117	)		(454	)
Changes in:
Interest receivable		2,425			(1,067	)		(1,076	)
Cash value of life insurance, net		(211	)		(206	)		(199	)
Other assets		(2,667	)		(8	)		(1,496	)
Interest payable		(936	)		362			579
Other liabilities		20			1,242			1,140
Net cash provided by operating activities		12,225			10,469			8,243
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available-for-sale		(19,160	)		(34,088	)		(5,622	)
Proceeds of maturities and calls of securities
available-for-sale		13,016			10,280			11,611
Proceeds from sales of securities available-for-sale		2,903			19,130			12,289
Proceeds of maturities and calls of held to maturity		1,860			210
Purchase of securities held to maturity		-			-			(5,803	)
Purchase of other securities		(572	)		(865	)		(727	)
Sale of other securities		422
Additions to premises and equipment		(2,546	)		(2,311	)		(4,636	)
Proceeds of sale of other assets		578			474			1,374
Purchase of bank-owned life insurance		-			-			-
Changes in:
Loans		7,025			(18,219	)		(28,713	)
Certificates of deposits with other banks		-			-			194
Net cash provided by (used in) investing activities		3,526			(25,389	)		(20,033	)

( Continued )

The accompanying notes are an integral part of these statements.

48

SECURITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2008, 2007AND 2006

	2008			2007			2006
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on common stock	$	(1,441	)	$	(2,882	)	$	(2,744	)
Purchase of treasury stock		-			(4	)		-
Reissuance of treasury stock		25			60			105
Purchase of fractional shares		-			(21	)		(18	)
Repayment of debt		(12,799	)		(48,943	)		(48,246	)
Proceeds from issuance of debt		23,256			45,035			61,530
Changes in:
Deposits		(31,250	)		22,034			11,933
Federal funds purchased		4,000			(4,000	)		(7,000	)
Net cash provided by (used in) financing activities		(18,209	)		11,279			15,560
Net increase in cash and cash equivalents		(2,458	)		(3,641	)		3,770
Cash and cash equivalents at beginning of year		19,806			23,447			19,677
Cash and cash equivalents at end of year	$	17,348		$	19,806		$	23,447
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest	$	9,929		$	13,337		$	10,944
Income taxes		610			3,369			3,295
Noncash activities:
Transfers of loans to other real estate and
repossessed inventory		15,550			1,195			738

The accompanying notes are an integral part of these statements.

49

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Security Capital Corporation (Corporation), and its subsidiaries, follow accounting principles generally accepted in the United States of America, including, where applicable, general practices within the banking industry.

 1.            Consolidation

The consolidated financial statements include the accounts of Security Capital Corporation, a one-bank holding company, and its wholly-owned subsidiaries, First Security Bank (Bank), Batesville Security Building Corporation (Building Corporation), and Bank’s wholly-owned subsidiaries, First Security Insurance, Inc. (Insurance) and First Security Armored Car, Inc. (Courier).  Significant intercompany accounts and transactions have been eliminated.

 2.            Nature of Operations

The Corporation is a financial holding company.  Its primary asset is its investment in its subsidiary bank.  The Bank operates under a state bank charter and provides full banking services, including trust services.  The Bank is subject to regulation by the Mississippi Department of Banking and Consumer Finance, and the Federal Deposit Insurance Corporation (FDIC).  The area served by the Bank is primarily the northern half of Mississippi, and services are provided in branch locations at Batesville, Marks, Sardis, Como, Crenshaw, Olive Branch, Hernando, Robinsonville, Tunica, Pope, and Southaven.  The operations of the Building Corporation, Insurance, and Courier are not material in relation to the Corporation as a whole.

 3.          Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

The Bank’s loans are generally secured by specific items of collateral including real property, consumer assets, and business assets. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on local economic conditions in the agricultural and real estate development industries.

( Continued )

50

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

 3.          Estimates  (Continued)

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

 4.            Securities

Investments in securities are accounted for as follows:

Securities Available-for-Sale

Securities classified as available-for-sale are those securities that are intended to be held 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 movements in interest rates, liquidity needs, security risk assessments, changes in the mix of assets and liabilities and other similar factors. These securities are carried at their estimated fair value, and the net unrealized gain or loss is reported as accumulated other comprehensive income, net of tax, until realized.  Premiums and discounts are recognized in interest income using the interest method.

Gains and losses on the sale of securities available-for-sale are determined using the adjusted cost of the specific security sold.

Securities Held-to-Maturity

Securities classified as held-to-maturity are those securities for which there is a positive intent and ability to hold to maturity.  These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the interest method.

Trading Account Securities

Trading account securities are those securities which are held for the purpose of selling them at a profit. There were no trading account securities on hand at December 31, 2008 and 2007.

( Continued )

51

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

4.            Securities  (Continued)

Other Securities

Other securities are carried at cost and consist of investments in stock of the Federal Home Loan Bank(FHLB) and First National Banker’s Bankshares.  Thetransferability of these stock holdings is restricted.

 5. Loans

Loans are carried at the principal amount outstanding adjusted for the allowance for loan losses, and net deferred origination fees.  Interest income on loans is recognized based on the principal balance outstanding and the stated rate of the loan.

A loan is considered to be impaired when it appears probable that the entire amount contractually due will not be collected.  Factors considered in determining impairment include payment status, collateral values, and the probability of collecting scheduled payments of principal and interest when due.  Generally, impairment is measured on a loan by loan basis using the fair value of the supporting collateral.

Loans are generally placed on a nonaccrual status when principal or interest is past due ninety days, or when specifically determined to be impaired.  When a loan is placed on nonaccrual status, interest accrued but not received is generally reversed against interest income.  If collectability is in doubt, cash receipts on nonaccrual loans are used to reduce principal rather than recorded as interest income.  Past due status is based on contractual terms.

Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield on the related loan.

 6.          Allowance for Loan Losses

The allowance for loan losses is maintained at a level believed adequate by management to absorb probable losses inherent in the loan portfolio and is based on the size and current risk characteristics of the loan portfolio, an assessment of individual problem loans, actual and anticipated loss experience, current economic events, including unemployment levels, and other pertinent factors, including regulatory guidance and general economic conditions.  Determination of the allowance is inherently subjective as it requires significant estimates, including the evaluation of collateral supporting impaired

( Continued )

52

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

 6.          Allowance for Loan Losses  (Continued)

loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends, all of which may be susceptible to significant change.  Loan losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance.  A provision for loan losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

The allowance for loan losses consists of an allocated component and an unallocated component.  The components of the allowance for loan losses represent an estimation done pursuant to either Financial Accounting Standards Board (FASB) Statement No. 5, Accounting for Contingencies, or FASB Statement No. 114, Accounting by Creditors for Impairment of a Loan.  The allocated component of the allowance for loan losses reflects expected losses resulting from an analysis developed through specific credit allocations for individual or pools of loans and historical loss experience for each loan category.  The specific allocations are based on a regular review of all loans where the internal credit rating is at or below a predetermined classification.  The historical loan loss element is determined statistically using loss experience and the related internal gradings of loans charged off.  The analysis is performed quarterly, and loss factors are updated regularly based on actual experience.  The allocated component of the allowance for loan losses also includes consideration of the amounts necessary for any concentrations and changes in portfolio mix and volume.

The unallocated portion of the allowance reflects management’s estimate of probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, changes in collateral values, unfavorable information about a borrower’s financial condition, and other risk factors that have not yet manifested themselves.  In addition, the unallocated allowance includes a component that explicitly accounts for the inherent imprecision in the loan loss analysis.

 7.              Premises and Equipment

Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are determined using the straight-line method at rates calculated to depreciate or amortize the cost of assets over their estimated useful lives.

Maintenance and repairs of property and equipment are charged to operations, and major improvements are capitalized.  Upon retirement, sale, or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts, and any gains or losses are included in operations.

( Continued )

53

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

 8.              Bank Owned Life Insurance

The Corporation invests in bank owned life insurance (BOLI).  BOLI involves the purchasing of life insurance by the Corporation on a chosen number of employees.  The Corporation is the owner of the policies and, accordingly, the cash surrender value of the policies is an asset, and increases in cash surrender values are reported as income.  The co-beneficiaries of the policies are the Bank and the insured employee.

9.              Other Real Estate

Other real estate consists of properties acquired through foreclosure and is recorded at the lower of cost or current appraised value less estimated expense to sell.  Any write-down from the cost to estimated fair market value required at the time of foreclosure is charged to the allowance for loan losses.  Subsequent gains or losses, including write-downs, on other real estate are reported in other operating income or expenses.  At December 31, 2008, and 2007, other real estate was $14,046,000 and $716,000, respectively.

10.         Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently payable plus deferred taxes related primarily to differences between the bases of assets and liabilities as measured by income tax laws and their bases as reported in the financial statements.  The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

The Corporation and its subsidiaries file consolidated income tax returns.  The subsidiaries provide for income taxes on a separate return basis and remit to the Corporation amounts determined to be payable.

11.         Net Income per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding for each year.  Diluted net income per share is computed by dividing net income by the weighted average number of common shares outstanding adjusted to include the number of additional common shares that would have been outstanding if any dilutive potential common shares had been issued.  For the three years ended December 31, 2008, there were no potential dilutive common shares.  All weighted average, actual shares or per share information in the financial statements have been adjusted retroactively for the effect of stock dividends.

( Continued )

54

    SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

11.         Net Income per Share  (Continued)

Presented below is a summary of the components used to calculate basic net income per share for the years ended December 31, 2008, 2007, and 2006 (as restated for stock dividends):

	2008		2007		2006
	(In thousands, except per share data)
Basic Net Income Per Share
Weighted average common shares outstanding		2,882		2,882		2,880
Net income	$	183	$	7,435	$	7,240
Basic net income per share	$	0.06	$	2.58	$	2.51

12.         Statement of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand and noninterest-bearing and readily available interest-bearing deposits due from other banks.

13.         Advertising

Advertising costs are expensed as incurred. Advertising expense for 2008 and 2007 was approximately $242,000 and $251,000, respectively.

14.         Goodwill

Prior to 2002, goodwill, representing the excess of the purchase price over the fair value of the net assets of the acquired entities, was being amortized on a straight-line basis over the period of expected benefit of 15 years.  Effective January 1, 2002, the Corporation and its subsidiaries adopted the provisions of FASB No. 142, Goodwill and Other Intangible Assets.  Under this statement, goodwill is no longer amortized over its estimated useful life, but is subject to an assessment for impairment using a fair value based test at least annually.  If impaired, the asset is written down to its estimated fair value.

15.         Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Bank enters into off-balance sheet financial instruments consisting of commitments to extend credit, credit card agreements, commercial and similar letters of credit, and commitments to purchase securities.  Such financial instruments are recorded in the financial statements when they are exercised.

( Continued )

55

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

16.         Trust Assets

Except for amounts included in deposits, assets of the Trust Department are not included in the accompanying balance sheets.

17.         Business Segments

FASB Statement No. 131, Disclosures About Segments of an Enterprise and Related Information, requires public companies to report (i) certain financial and descriptive information about their reportable operating segments (as defined) and (ii) certain enterprise-wide financial information about products and services, geographic areas, and major customers.  Management believes the Corporation's principal activity is community banking and that any other activities are not considered significant segments.

18.         Accounting Pronouncements

Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”).  During December 2007, the FASB issued SFAS 160 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statement, but separate from the parent’s equity.  Before the Statement was issued these so-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity.  The amount of consolidated net income attributable to the parent and to the noncontrolling interest must be clearly identified and presented in the consolidated statement of income.  This Statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated.  SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  Earlier adoption is prohibited. Management does not anticipate that this Statement will have a material impact on the Corporation’s consolidated financial condition or results of operations.

( Continued )

56

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

18.         Accounting Pronouncements (Continued)

Emerging Issues Task Force (“EITF”) Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life Insurance Arrangements. EITF 06-4 requires the recognition of a liability and related compensation expense for endorsement split-dollar life insurance policies that provide a benefit to an employee that extends to post-retirement periods. Under EITF 06-4, life insurance policies purchased for the purpose of providing such benefits do not effectively settle an entity’s obligation to the employee. Accordingly, an entity must recognize a liability and related compensation expense during the employee’s active service period based on the future cost of insurance to be incurred during the employee’s retirement. If the entity has agreed to provide the employee with a death benefit, then the liability for the future death benefit should be recognized by following the guidance in SFAS 106, Employer’s Accounting for Postretirement Benefits Other Than Pensions. The Corporation adopted EITF 06-4 effective as of January 1, 2008 as a change in accounting principle through a cumulative-effect adjustment to retained earnings. The amount of the adjustment was not significant.

NOTE B - RESERVE REQUIREMENTS

The Bank is required to maintain reserve funds in cash or on deposit with the Federal Reserve Bank.  The required reserve at December 31, 2008 and 2007, was $336,000 and $406,000, respectively.

57

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C - SECURITIES

A summary of amortized cost and estimated fair value of securities available-for-sale and securities held-to-maturity at December 31, 2008 and 2007, follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
	(In thousands)
December 31, 2008:
Securities available-for-sale:
U. S. Government agencies	$	995	$	80	$	-	$	1,075
Mortgage-backed securities		36,551		983		-		37,534
State and local political
subdivisions		31,263		270		255		31,278
Other equity securities		4		-		1		3
	$	68,813	$	1,333	$	256	$	69,890
Securities held-to maturity:
State and local political
subdivisions	$	5,375	$	50	$	94	$	5,331
December 31,2007:
Securities available-for-sale:
U. S. Government agencies	$	1,491	$	45	$	-	$	1,536
Mortgage-backed securities		34,318		185		51		34,452
State and local political
subdivisions		29,827		383		42		30,168
Other equity securities		4		-		-		4
	$	65,640	$	613	$	93	$	66,160
Securities held-to maturity:
State and local political
subdivisions	$	7,235	$	209	$	2	$	7,442

( Continued )

58

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C - SECURITIES  (Continued)

The scheduled maturities of securities at December 31, 2008, are as follows:

	Available-For-Sale				Held-to-Maturity
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
	(In thousands)
Due in one year or less	$	2,554	$	2,572	$	230	$	230
Due after one year through five years		15,641		15,804		1,045		1,067
Due after five years through ten years		9,396		9,371		1,605		1,631
Due after 10 years		4,667		4,606		2,495		2,403
Mortgage-backed securities		36,551		37,534		-		-
Other equity securities		4		3		-		-
	$	68,813	$	69,890	$	5,375	$	5,331

Investment securities with a carrying value of $36,343,000 and $38,555,000 at December 31, 2008 and 2007, respectively, were pledged to secure public and trust deposits and for other purposes as required or permitted by law.

Gross gains of $16,000 in 2008, $0 in 2007 and $39,000 in 2006, and gross losses of $3,000 in 2008, $448,000 in 2007 and $292,000 in 2006, were realized on securities available-for-sale.

The details concerning securities classified as available for sale with unrealized losses as of December 31, 2008 and 2007, were as follows:

	Losses < 12 Months				Losses 12 Months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
2008
U. S. Government
agencies	$	-	$	-	$	-	$	-	$	-	$	-
Mortgage-backed
securities		-		-		-		-		-		-
State and local political
subdivisions		10,550		244		313		11		10,863		255
Other equity securities		3		1		-		-		3		1
	$	10,553	$	245	$	313	$	11	$	10,866	$	256

( Continued )

59

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C - SECURITIES  (Continued)

	Losses < 12 Months				Losses 12 Months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
2007
U. S. Government
agencies	$	-	$	-	$	-	$	-	$	-	$	-
Mortgage-backed
securities		3,699		11		6,060		40		9,759		51
State and local political
subdivisions		3,696		19		2,296		23		5,992		42
Other equity securities		-		-		-		-		-		-
	$	7,395	$	30	$	8,356	$	63	$	15,751	$	93

The details concerning securities classified as held to maturity with unrealized losses as of December 31, 2008 and 2007, were as follows:

	Losses < 12 Months				Losses 12 Months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
2008
State and local political
subdivisions	$	2,751	$	94	$	-	$	-	$	2,751	$	94
2007
State and local political
subdivisions	$	-	$	-	$	693	$	2	$	693	$	2

As of December 31, 2008, approximately 25% of the number of securities in the portfolio reflected an unrealized loss.  Management is of the opinion the Corporation has the ability and intent to hold these securities until such time as the value recovers or the securities mature.  Management also believes the deterioration in value is attributable to changes in market interest rates and not to the credit quality of the issuer.

60

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D - LOANS

Major classifications of loans were as follows:

	December 31,
	2008			2007
	(In thousands)
Commercial, financial and agricultural	$	44,752		$	39,135
Real estate - construction and development		96,049			124,714
Real estate - mortgage		144,647			151,998
Installment loans to individuals		22,999			24,624
Other		1,906			2,718
		310,353			343,189
Less allowance for loan losses		(3,675	)		(4,729	)
	$	306,678		$	338,460

Included in the above are customer demand deposits in overdraft status of approximately $412,000 at December 31, 2008, and $975,000 at December 31, 2007.

Transactions in the allowance for loan losses were as follows:

	Years Ended December 31,
	2008			2007			2006
	(In thousands)
Balance at beginning of year	$	4,729		$	4,334		$	3,899
Charge-offs during year		(13,875	)		(2,400	)		(1,214	)
Recoveries on loans previously
charged off		2,365			1,640			684
Provision charged to opening expense		10,456			1,155			965
Balance at end of year	$	3,675		$	4,729		$	4,334

At December 31, 2008 and 2007, the recorded investment in loans considered to be impaired totaled approximately $3,814,000 and $2,329,000, respectively.  The allowance for loan losses related to these loans approximated $418,000 and $586,000 at December 31, 2008 and 2007, respectively.  The average recorded investment in impaired loans during the years ended December 31, 2008 and 2007, was approximately $9,402,000 and $2,137,000, respectively.  For the years ended December 31, 2008, 2007, and 2006, the amount of income recognized on impaired loans was immaterial. At December 31, 2008 and 2007, nonaccrual loans amounted to approximately $3,271,000 and $1,043,000, respectively, and loans past due ninety days or more and still accruing interest amounted to approximately $3,616,000 and $1,726,000, respectively.

61

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE E - PREMISES AND EQUIPMENT

Premises and equipment are stated at cost, less accumulated depreciation and amortization as follows:

	Estimated Useful	December 31,
	Life in Years	2008	2007
Land	-	$   7,626	$   6,347
Buildings and improvements	10 - 40	17,845	16,825
Furniture and equipment	3 - 10	7,239	7,059
		32,710	30,231
Less accumulated depreciation and amortization		(8,162)	(7,159)
		$ 24,548	$ 23,072

The amount charged to operating expense for depreciation was $1,108,000 for 2008, $1,072,000 for 2007, and $913,000 for 2006.

NOTE F - TIME DEPOSITS

The aggregate amount of time deposits in denominations of $100,000 or more at 2008 and 2007 was $57,598,000 and $90,299,000, respectively.

Projected maturities of time deposits included in interest-bearing deposits at December 31, 2008, are as follows (in thousands):

Year	Amount
2009	$	122,464
2010		8,917
2011		992
2012		1,315
2013		628
Thereafter		11,583
	$	145,899

62

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G - BORROWED FUNDS

Borrowed funds consisted of the following:

	December 31,
	2008		2007
	(In thousands)
FHLB Advances	$	32,657	$	23,082
Treasury tax and loan note		1,272		390
	$	33,929	$	23,472

The Bank has outstanding advances from the FHLB under a blanket agreement for advances and a security agreement (Agreements). The Agreements entitle the Bank to borrow funds from FHLB to fund mortgage loan programs and to satisfy certain other funding needs.  Advances from the FHLB have maturity dates ranging from February, 2009, through September, 2032.    Interest is payable monthly at rates ranging from 2.5675% to 5.810%.  The advances are collateralized by FHLB capital stock, amounts on deposit with the FHLB, and a blanket lien on first mortgage, small business, and agricultural loans equal to the advances outstanding.  FHLB advances available and unused at December 31, 2008, totaled $72.5 million.

The treasury tax and loan note generally matures within one to sixty days from the transaction date.  Interest is paid at an adjustable rate as set by the U. S. Government.

Federal funds purchased represent unsecured borrowings from other banks, generally on an overnight basis.

Annual principal repayment requirements on FHLB borrowings at December 31, 2008, are as follows:

Year	Amount
	(In thousands)
2009		4,747
2010		1,782
2011		1,819
2012		9,857
2013		2,447
Thereafter		12,005

63

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H - EMPLOYEE RETIREMENT PLANS

The Bank has a defined contribution plan which incorporates the provisions of a deferred compensation plan [401(k)] covering all employees who perform 1,000 hours of service annually, have one year of service and are age twenty-one or older.  The Bank’s contribution is 2% of salaries, and employees may contribute up to 15%of their salary which is matched by the Bank up to an additional 3%.  Additional Bank contributions are subject to Board discretion. The Bank’s contribution was approximately $318,000 for 2008, $319,000 for 2007, and $289,000 for 2006.

The Bank also has an employee stock ownership plan (ESOP) covering the same group of employees as the 401(k) plan, which is funded at the discretion of the Board. The ESOP invests primarily in the stock of the Corporation.  Dividends on ESOP shares are recorded as a reduction of retained earnings and the shares are considered outstanding for earnings per share computation. Bank contributions were approximately $287,000 for 2008, $289,000 for 2007, and $275,000 for 2006.  The ESOP held 192,700 and 186,854 shares of Corporation common stock, of which 192,700 and 186,854 were allocated shares, at December 31, 2008 and 2007, respectively.

NOTE I - COMPREHENSIVE INCOME

In the calculation of comprehensive income, certain reclassification adjustments are made to avoid double counting amounts that are displayed as part of other comprehensive income.  The disclosures of the reclassification amounts are as follows:

	Years Ended December 31,
	2008			2007			2006
Net change in unrealized gains on
available-for-sale securities	$	571		$	138		$	88
Reclassification adjustment for net losses
(gains) realized in income		(13	)		448			253
Net unrealized (gains) losses		558			586			341
Tax effect		(208	)		(219	)		(127	)
Net change in unrealized gains on
securities available-for-sale, net of tax	$	350		$	367		$	214

64

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE J - INCOME TAXES

The provision for income taxes including the tax effects of securities transactions is as follows:

	Years Ended December 31,
	2008			2007		2006
	(In thousands)
Current:
Federal	$	(2,896	)	$	2,672	$	2,820
State		(410	)		432		451
Deferred		2,284			51		78
	$	(1,022	)	$	3,155	$	3,349

The difference between the total expected tax expense at the federal tax rate and the reported income tax expense is as follows:

	Years Ended December 31,
	2008			2007			2006
	(In thousands)
Tax (benefit) on income (loss) before taxes	$	(285	)	$	3,601		$	3,600
Increase (decrease) resulting from:
Tax-exempt income		(599	)		(630	)		(636	)
Disallowed interest expense		47			74			72
State income taxes, net of federal benefit		(271	)		285			298
Other, net		86			(175	)		15
	$	(1,022	)	$	3,155		$	3,349

( Continued )

65

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE J - INCOME TAXES  (Continued)

The components of the net deferred tax included in the consolidated balance sheets are as follows:

	December 31,
	2008			2007
	(In thousands)
Deferred tax assets:
Allowance for loan losses	$	327		$	1,500
Unrealized loss on secuities		-			-
available for sale
Other		79			21
		406			1,521
Deferred tax liabilities
Premises and equipment		(1,225	)		(156	)
Unrealized gain on securities
available for sale		(402	)		(194	)
Intangible asset		(749	)		(649	)
Other		(314	)		(314	)
		(2,690	)		(1,313	)
Net deferred tax asset (liability)	$	(2,284	)	$	208

Effective January 1, 2007, the Corporation adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No.109 (the Interpretation). This Interpretation provides guidance on financial statement recognition and measurement of tax positions taken, or expected to be taken, in tax returns. The initial adoption of this Interpretation had no impact on the consolidated financial statements.  As of December 31, 2008 and 2007, there were no significant unrecognized income tax benefits.

NOTE K – COMMITMENTS AND CONTINGENT LIABILITIES

The consolidated financial statements do not reflect various commitments and contingent liabilities which arise in the normal course of the Bank’s business and which involve elements of credit risk, interest rate risk and liquidity risk. These commitments and contingent liabilities are commitments to extend credit, commercial letters of credit, credit card agreements, and standby letters of credit.  A summary of the Bank’s approximate commitments and contingent liabilities arising from the normal course of business at December 31 is as follows:

	Contractual Amount
	2008		2007
	(In thousands)
Commitments to extend credit	$	21,667	$	35,495
Credit card arrangements		2,812		2,491
Letters of credit		16,396		18,910

( Continued )

66

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – COMMITMENTS AND CONTINGENT LIABILITIES    (Continued)

Commitments to extend credit, credit card agreements, commercial letters of credit, and standby letters of credit include some exposure to credit loss in the event of nonperformance of the customer. The  Bank’s credit policies and procedures for such commitments and financial guarantees are the same as those used for lending activities.  Because these instruments have fixed maturity dates, and because many of them expire without being drawn upon, they do not generally present any significant liquidity risk.  No significant losses on commitments were incurred during the three years ended December 31, 2008, nor are any significant losses as a result of these transactions anticipated.

The Bank leases property for branch offices under a noncancellable lease agreement that expires in 2012.  The lease is for a five-year period with an option to renew.  The total minimum rental commitment at December 31, 2008, under the leases is approximately $40,800 which is due as follows:

Year	Amount
2009		10,200
2010		10,200
2011		10,200
2012		10,200
2013		-
	$	40,800

The annual rental expense was $10,200 for 2008 and $9,600 for 2007 and 2006.

The Bank is a defendant in various pending and threatened legal actions arising in the normal course of business.  In the opinion of management, based upon the advice of legal counsel, the ultimate disposition of these matters will not have a material effect on the consolidated financial statements.

NOTE L - RELATED PARTY TRANSACTIONS

In the normal course of business, loans are made to directors and executive officers and to companies in which they have a significant ownership interest.  In the opinion of management, these loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other parties, are consistent with sound banking practices and are within applicable regulatory and lending limitations.  Such loans amounted to approximately $4,693,000 and $6,218,000 at December 31, 2008 and 2007, respectively.

67

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE M - REGULATORY MATTERS

Banking regulations require the Bank to maintain certain capital levels and limit the dividends paid by the Bank to the holding company.  Dividends paid by the Bank to the Corporation are the primary source of funds for dividends by the Corporation to its shareholders.

The Corporation and its subsidiary bank are subject to various regulatory capital requirements administered by the federal and state banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation's consolidated financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and its subsidiary bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and its subsidiary bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to adjusted average total assets (leverage). Management’s contention is that, as of December 31, 2008, the Corporation and its subsidiary bank exceed all capital adequacy requirements.

At December 31, 2008, the Bank was categorized by regulators as well-capitalized under the regulatory framework for prompt corrective action.  A financial institution is considered to be well-capitalized if it has a total risk-based capital ratio of 10% or more, a Tier 1 risk-based capital ratio of 6% or more, and a Tier 1 leverage capital ratio of 5% or more.  There are no conditions or anticipated events that, in the opinion of management, would change the categorization.

The actual capital amounts and ratios at December 31, 2008 and 2007, are presented in the following table.  No amount was deducted from capital for interest-rate risk exposure.

	Security Capital
	Corporation
	(Consolidated)					Bank
	Amount		Ratio			Amount		Ratio
	(In thousands)
December 31, 2008
Total risk-based	$	55,272		15.5	%	$	53,565		15.0	%
Tier 1 risk-based		51,597		14.4	%		49,890		14.0	%
Tier 1 leverage		51,597		11.1	%		49,890		10.8	%
December 31, 2007
Total risk-based
Tier 1 risk-based	$	57,805		15.3	%	$	55,152		14.7	%
Tier 1 leverage		53,106		14.1	%		50,453		13.4	%
		53,106		11.1	%		50,453		10.6	%

 ( Continued )

68

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE M - REGULATORY MATTERS  (Continued)

The minimum amounts of capital and ratios as established by banking regulators at December 31, 2008 and 2007, were as follows:

	Security Capital
	Corporation
	(Consolidated)					Bank
	Amount		Ratio			Amount		Ratio
	(In thousands)
December 31, 2008
Total risk-based
Tier 1 risk-based	$	28,581		8.0	%	$	28,536		8.0	%
Tier 1 leverage		14,290		4.0	%		14,268		4.0	%
		13,914		3.0	%		13,844		3.0	%
December 31, 2007
Total risk-based
Tier 1 risk-based	$	30,229		8.0	%	$	30,071		8.0	%
Tier 1 leverage		15,114		4.0	%		15,035		4.0	%
		14,407		3.0	%		14,348		3.0	%

NOTE N - DISCLOSURE ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair value of financial instruments is made in accordance with FASB Statement No. 107, Disclosures About Fair Value of Financial Instruments.  The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies.  However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

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 Cash Equivalents – For such short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities – For securities held as investments, fair value equals market price, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Fair value of other securities, which consist of FHLB and First National Banker’s Bankshares is estimated to be the carrying value which is par.

( Continued )

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SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE N - DISCLOSURE ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS  (Continued)

Loans – The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits – The fair values of demand deposits are, as required by Statement No. 107, equal to the carrying value of such deposits.  Demand deposits include noninterest-bearing demand deposits, savings accounts, NOW accounts, and money market demand accounts.  The fair value of variable rate term deposits, those repricing within six months or less, approximates the carrying value of these deposits.  Discounted cash flows have been used to value fixed rate term deposits and variable rate term deposits repricing after six months.  The discount rate used is based on interest rates currently being offered on comparable deposits as to amount and term.

FHLB and Other Borrowings – The fair value of the fixed rate borrowings are estimated using discounted cash flows, based on current incremental borrowing rates for similar types of borrowing arrangements.  The carrying amount of any variable rate borrowings approximates their fair values.

Off-Balance Sheet Instruments – Fair values of off-balance sheet financial instruments are based on fees charged to enter into similar agreements.  However, commitments to extend credit do not represent a significant value until such commitments are funded or closed.  Management has determined that these instruments do not have a distinguishable fair value and no fair value has been assigned.

The estimated fair values of the financial instruments, none of which are held for trading purposes, were as follows:

	December 31, 2008				December 31, 2007
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
	(In thousands)				(In thousands)
Financial assets:
Cash and cash equivalents		17,348		17,348		19,806		19,806
Certificates of deposit with
other banks		198		198		198		198
Securities available-for-sale		69,890		69,890		66,160		66,160
Securities held-to-maturity		5,375		5,331		7,235		7,442
Securities, other		2,218		2,218		2,024		2,024
Loans		310,353		314,459		343,189		345,138
Financial liabilities:
Noninterest-bearing deposits		59,670		59,670		58,373		58,373
Interest-bearing deposits		297,813		298,212		330,360		333,457
FHLB and other borrowings		41,929		42,811		27,472		25,424

( Continued )

70

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE N - DISCLOSURE ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS  (Continued)

SFAS No. 157 establishes a three-level valuation hierarchy for disclosure of fair value measurements.  The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.  A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The three levels are defined as follows:

·   Level 1 – inputs to the valutation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·   Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instsrument.

·   Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following table summarizes the valuation of the assets and liabilities that the Corporation measures at fair value  on a recurring basis, by the SFAS No. 157 pricing observability levels as of December 31, 2008, (in thousands):

	Quoted	Models with	Models with	Carrying
	market	significant	significant	value
	prices in	observable	unobservalble	in the
	active	market	market	Balance
	markets	parameters	parameters	Sheet
	Level 1	Level 2	Level 3	Total
Description
Available for Sale Securities	$         -	$ 69,890	$               -	$ 69,890

NOTE O - CONCENTRATIONS OF CREDIT

Most of the loans, commitments, commercial letters of credit and standby letters of credit have been granted to customers in the Bank’s market area.  Generally such customers are also depositors. Investments in state and municipal securities also include governmental entities within the Bank’s market area.  The concentrations of credit by type of loan are set forth in Note D.  The distribution of commitments to extend credit approximates the distribution of loans outstanding.  Letters of credit were granted primarily to commercial borrowers.

71

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE P - CONDENSED PARENT COMPANY STATEMENTS

Balance sheets as of December 31, 2008 and 2007, and statements of income and cash flows for the years ended December 31, 2008, 2007, and 2006 of Security Capital Corporation (parent company only) are presented below:

BALANCE SHEETS

	December 31,
	2008		2007
	(In thousands)
Assets
Cash and cash equivalents	$	1,058	$	531
Investment in subsidiaries		54,986		55,206
Land and buildings		-		1,924
Other assets		163		279
		56,207		57,940
Liabilities and Shareholders' Equity
Notes payable		59		790
Other liabilities		169		211
Shareholders' equity		55,979		56,939
	$	56,207	$	57,940

STATEMENTS OF INCOME

	Years Ended December 31,
	2008			2007		2006
	(In thousands)
Income
Dividends from subsidiary	$	788		$	3,300	$	2,888
Other		97			123		89
		885			3,423		2,977
Expense		279			311		425
Income before income taxes and equity in
undistributed earnings of subsidiaries		606			3,112		2,552
Income tax (expense) benefit		61			70		61
Income before equity in undistributed earnings
of subsidiaries		667			3,182		2,613
Equity in undistributed earnings of subsidiaries
in excess of dividends		(484	)		4,253		4,627
Net income	$	183		$	7,435	$	7,240

( Continued )

72

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE P - CONDENSED PARENT COMPANY STATEMENTS  (Continued)

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2008			2007			2006
	(In thousands)
Cash Flows from Operating Activities
Net income	$	183		$	7,435		$	7,240
Equity in subsidiaries' earnings (losses)		484			(4,253	)		(4,572	)
Other, net		(80	)		63			(74	)
Net cash provided by operating activities		587			3,245			2,594
Cash Flows From Investing Activities
Purchases of assets		-			-			(195	)
Proceeds from sale of other asset		1,924			-			440
Other, net		184			108			-
Net cash provided by (used in) investing activities		2,108			108			245
Cash Flows From Financing Activities
Dividends paid on common stock		(1,441	)		(2,882	)		(2,744	)
Proceeds from debt obligations		-			-			-
Repayment of debit obligations		(750	)		(25	)		(155	)
Other, net		23			35			87
Net cash used in financing activities		(2,168	)		(2,872	)		(2,812	)
Net increase (decrease) in cash and cash equivalents		527			481			27
Cash and cash equivalents at beginning of year		531			50			23
Cash and cash equivalents at end of year	$	1,058		$	531		$	50

73

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE Q - SUMMARY OF QUARTERLY RESULTS OF OPERATIONS AND PER SHARE

   AMOUNTS (UNAUDITED)

	Three Months Ended
	Mar. 31		June 30			Sept. 30		Dec. 31
	(In thousands, except per share data)
2008
Total interest income	$	7,873	$	6,736		$	6,552	$	5,910
Total interest expense		2,758		2,397			2,040		1,798
Net interest income		5,115		4,339			4,512		4,112
Provision for loan losses		573		2,138			1,972		5,773
Net interest income after
provision for loan losses		4,542		2,201			2,540		(1,661	)
Total noninterest income, excluding
securities gains (losses)		1,902		1,865			2,252		1,716
Securities gains (losses)		2		-			11		-
Total noninterest expenses		4,143		4,271			4,204		3,591
Income taxes		626		(230	)		64		(1,482	)
Net income	$	1,677	$	25		$	535	$	(2,054	)
Per share:  (1)
Net income	$	0.58	$	0.01		$	0.19	$	(0.72	)
Cash dividends declared		-		-			-		0.50

(1) Restated for stock dividends.

( Continued )

74

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE Q - SUMMARY OF QUARTERLY RESULTS OF OPERATIONS AND PER SHARE

   AMOUNTS (UNAUDITED)  (Continued)

	Three Months Ended
	Mar. 31			June 30		Sept. 30		Dec. 31
	(In thousands, except per share data)
2007
Total interest income	$	8,147		$	8,645	$	8,814	$	8,527
Total interest expense		3,242			3,513		3,459		3,485
Net interest income		4,905			5,132		5,355		5,042
Provision for loan losses		273			161		273		448
Net interest income after
provision for loan losses		4,632			4,971		5,082		4,594
Total noninterest income, excluding
securities gains (losses)		1,771			1,774		1,744		2,008
Securities gains (losses)		(448	)		-		-		-
Total noninterest expenses		3,739			4,018		3,705		4,076
Income taxes		700			831		804		820
Net income	$	1,516		$	1,896	$	2,317	$	1,706
Per share:  (1)
Net income	$	0.53		$	0.66	$	0.80	$	0.59
Cash dividends declared		-			-		-		1.00

(1) Restated for stock dividends.

NOTE R – DISCLOSURE ABOUT CAPITAL PURCHASE PROGRAM

Subsequent to December 31, 2008, the Corporation applied for $11.1 million in preferred stock in the U. S. Treasury’s Troubled Asset Relief Program (TARP) Capital Purchase Program.  Under this program, the

U. S. Treasury will make capital available to U. S. financial institutions, which for certain public institutions like the Corporation, will be in the form of preferred stock.  In conjunction with the purchase of preferred stock, the Treasury will receive warrants to purchase preferred stock with an aggregate market price equal to 15% of the total amount of the preferred investment.  Participating financial institutions will be required to adopt the Treasury’s standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under TARP and will be restricted from increasing dividends to common shareholders or repurchasing common stock for three years without the consent of the Treasury.

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 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) of the Securities Exchange Act, our management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of December 31,2008 , of the effectiveness of our “disclosure controls and procedures” as defined in Exchange Act Rule 13a-15(e).  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2008, our controls and procedures were effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported in accordance with the rules and forms of the SEC and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for the preparation, integrity and reliability of the consolidated financial statements and related financial information contained in this annual report.  The financial statements were prepared in accordance with generally accepted accounting principles and prevailing practices of the banking industry.  Where amounts must be based on estimates and judgments, they represent the best estimates and judgments of management.

Management has established and is responsible for maintaining an adequate internal control structure designed to provide reasonable, but not absolute, assurance as to the integrity and reliability of the financial statements, safeguarding of assets against loss from unauthorized use or disposition and the prevention and detection of fraudulent financial reporting.  The internal control structure includes:  a financial accounting environment; a comprehensive internal audit function; an independent audit committee of the board of directors; and extensive financial and operating policies and procedures.  Management also recognizes its responsibility for fostering a strong ethical climate which is supported by a code of conduct, appropriate levels of management authority and responsibility, an effective corporate organizational structure and appropriate selection and training of personnel.

The board of directors, primarily through its audit committee, oversees the adequacy of the Company’s internal control structure.  The audit committee, whose members are neither officers nor employees of the Company, meets periodically with management, internal auditors and internal credit examiners, if required, to review the functioning of each and to ensure that each is properly discharging its responsibilities.  In addition, T. E. Lott and Company, an independent registered public accounting firm, was engaged to audit the Company’s financial statements and express an opinion as to the fairness of presentation of such financial statements.  T. E. Lott and Company was also engaged to audit the Company’s internal control over financial reporting.  The report of T. E. Lott and Company follows this report.

Management recognizes that there are inherent limitations in the effectiveness of any internal control structure.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 based upon the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework”  issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.  Based upon this assessment, management believes that, as of December 31, 2008, the Company maintained effective control over financial reporting.

Remediation of Material Weaknesses in Internal Control

Not Applicable

Changes in Internal Controls

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls over financial reporting in the fourth quarter  of 2008 or thereafter.

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ITEM 9B.   OTHER INFORMATION

Not Applicable

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Included under the heading "Information Concerning Nominees and Directors" in the Company's Proxy Statement dated March 6, 2009, and incorporated by reference herein.

The Company's Board of Directors has adopted a Code of Ethics that applies to the Company's principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions.   A copy of this Code of Ethics can be found at the Company's internet website at www.firstsecuritybk.com.   The Company intends to disclose any amendments to its Code of Ethics, and any waiver from a provision of the Code of Ethics granted to the Company's principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, on the Company's internet website within five business days following such amendment or waiver. The information contained on or connected to the Company's internet website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.

ITEM 11.  EXECUTIVE COMPENSATION

Included under the heading "Executive Compensation" in the Company's Proxy Statement dated April 16, 2009 and incorporated by reference herein.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

Included under the heading "Security Ownership of Certain Beneficial Owners and Management" in the Company's Proxy Statement dated March 6, 2009, and incorporated by reference herein.

ITEM 13.  CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Included under the heading "Certain Relationship and Related Transactions” in the Company's Proxy Statement dated March 6, 2009, and incorporated by reference herein.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

Included under the heading "Independent Public Accountants and Fees" in the Company's Proxy Statement dated March 6, 2009, and incorporated by reference herein.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statementsand Exhibits

Documents Filed as Part of This Annual Report on Form 10-K

(a)   Independent Registered Public Accountants’ Report

(b)   Consolidated Financial Statements – See the Financial Statements included in Item 8.

(c)   Financial Statement Schedules – Financial statement schedules are omitted for the reason that they are not required or are not applicable, or the required information is included in the financial statements.

(d)   Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are identified in the Exhibit Index, which Exhibit Index specifically identifies those exhibits that describe or evidence all management contracts and compensation plans or arrangements required to be filed as exhibits to this report.  Such Exhibit Index is incorporated herein by reference.

Reports on Form 8-K

None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Security Capital Corporation

Date: March 13, 2009 By   /s/ Frank West

      Frank West, Chief Executive Officer

Date: March 13, 2009                                                      By   /s/ Connie Hawkins

      Connie Hawkins, Chief Financial Officer

952131.1/13193.16317 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

DATE: March 13, 2009

/s/ Larry Pratt, Director

DATE: March 13, 2009

/s/ Frank West, Director

DATE: March 13, 2009

/s/ Laney Funderburk, Director

DATE: March 13, 2009

/s/ Joe Brown, Director

DATE: March 13, 2009

/s/ Ben Smith, Director

DATE: March 13, 2009

/s/ Ken Murphree, Director

DATE: March 13, 2009

/s/ Will Hays, Director

DATE: March 13, 2009

/s/ Tony Jones, Director

952131.1/13193.16317 

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Exhibit Index
		Reference to
		Prior Filing or
Exhibit		Exhibit Number
Number	Document	Attached Hereto
3.1	Registrant's Articles of Incorporation	*
3.2	Registrant's Bylaws	*
21	Subsidiaries of the registrant	21
31.1	Rule 13a-14(a) Certification of the Company's President	31.1
	and Chief Executive Officer
31.2	Rule 13a-14(a) Certification of the Company's Chief	31.2
	Financial Officer
32.1	Section 1350 Certification of the Company’s President	32.1
	and Chief Executive Officer
32.2	Section 1350 Certification of the Company’s Chief	32.2
	Financial Officer
*	Filed on March 31, 2003, as an exhibit to the Registrant’s Registration Statement
	on Form 10-SB (File No. 000-50224),and incorporated herein by reference

952131.1/13193.16317 

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