The Virginian-Pilot
                             THE VIRGINIAN-PILOT 

              Copyright (c) 1996, Landmark Communications, Inc.



DATE: Saturday, January 27, 1996             TAG: 9601270225
SECTION: BUSINESS                 PAGE: D1   EDITION: FINAL 

SOURCE: BY TOM SHEAN, STAFF WRITER 

                                             LENGTH: Medium:   54 lines


2 BANKS WILL MERGE, FOCUS ON RURAL TOWNS BANK OF FRANKLIN AND BANK OF SUSSEX AND SURRY WILL FORM A MULTIBANK HOLDING COMPANY WITH $144 MILLION OF ASSETS AND ALMOST $18 MILLION OF CAPITAL.

Hoping to fill some gaps in rural communities left by the departures of larger banks, Bank of Franklin and Bank of Sussex and Surry have announced a plan to join forces.

The two institutions said their boards have agreed to form a multi-bank holding company that will have $144 million of assets and almost $18 million of capital.

The proposed combination will provide the two banks with resources to buy more of the branches that larger banks are putting up for sale in their markets, said Wenifred O. Pearce, president and chief executive officer of Bank of Franklin.

The combination also will enable the two banks to install more sophisticated technology, he said.

In contrast to most bank mergers, this one will not emphasize cost-cutting and consolidation, Pearce said.

``The objective of both banks is to remain autonomous and as locally flavored as possible,'' he said. ``We don't want to give up our recognition in the community.''

The two banks, he said, expect to keep all of their employees and branches and their names after creating the holding company.

Pearce has been named president and CEO of the new holding company, which will be based in Franklin. D. Eugene Brittle, president and CEO of Bank of Sussex and Surry, will be executive vice president and chief operating officer of the new company. Each bank will have five seats on the board of the holding company.

The transaction, which will involve an exchange of shares for stock in the new holding company, must be approved by shareholders and by banking regulators. The two banks expect to have their shareholders vote in April or May and to complete the transaction in June, Pearce said.

According to the terms of the agreement, shareholders of each bank will end up with a 50 percent stake in the holding company.

Bank of Franklin has $81 million of assets, $8.2 million of capital, and five branches in Franklin, Courtland, Holland and Newsoms. The bank's net income for 1995 totaled $901,500.

Bank of Sussex and Surry, based in Wakefield, has $62.5 million of assets, $9.5 million of capital and three branches in Wakefield, Ivor and Surry. Its net income last year amounted to $776,000.

KEYWORDS: MERGER BANK WESTERN TIDEWATER by CNB