Vision Bancshares, Inc. (Vision Bancshares) is bank holding company. It serves as a parent company for Vision Bank, its wholly owned Alabama bank subsidiary, Vision Alabama and Vision Bank, its wholly owned Florida bank subsidiary, Vision Florida. Vision Alabama provides general retail and commercial banking services principally to customers in Baldwin County, Alabama, through its six locations in Gulf Shores, Orange Beach, Point Clear, Foley, Fairhope and Elberta. On October 15, 2004, Vision Bancshares completed its acquisition of Bank Trust of Florida, located in Wewahitchka, Gulf County, Florida and changed the name of Bank Trust of Florida to Vision Bank. Subsequent to the acquisition, the Company merged Vision Bank, FSB, its wholly owned federal savings bank operating since January 2003, and located in Panama City, Florida, with and into Vision Florida. Vision Bancshares is a financial institution with community banking offices, operations and team members located principally in Baldwin County, Alabama, Bay County, Florida and Gulf County, Florida. Vision Bancshares gathers substantially all of its deposits in these market areas. It uses these deposits, as well as other financing sources to fund its loan and investment portfolios. The Company earns interest income on its loans and investments and pay interest on customer deposits and other borrowed funds. In addition, it generates non-interest income from a number of sources, including deposit and loan services, and sales of residential loans, insurance and investment products. Lending Activities During the year ended December 31, 2004, total loans, net of unearned (excluding loans held for sale) increased 97.43%, or $170,261 thousand, from the year ended December 31, 2003. Average loans for 2004 were 70.38%, or $100,551 thousand, above the prior year's level. The Company's loan portfolio constitutes loans, such as commercial and financial, agriculture, consumer, equity lines, real estate-construction, real estate residential, real estate-commercial, and others, which contributed 14%, 0%, 3%, 4%, 41%, 21%, 17% and 0%, respectively of the Company's total loans, during the year ended December 31, 2004. Investments The Company's investment portfolio is comprised of the United States Government and agency securities, mortgage-backed securities, state and municipal securities, and equity securities. Vision Bancshares classifies its debt and equity securities as either held to maturity (HTM), available for sale (AFS) or trading securities. The Company's entire portfolio is classified as AFS securities to appropriately reflect the nature of the Company's holdings that are available for sale should liquidity needs dictate. AFS securities are carried at market value with unrealized gains or losses, net of deferred taxes, reported in accumulated other comprehensive income within shareholder's equity. The average maturity of the investment portfolio was 4.05 years at year-end 2004 compared to 6.33 years at year-end 2003 with an average tax equivalent yield of 4.03% and 3.22% at December 31, 2004 and 2003, respectively. Sources of Funds Vision Bancshares' primary source of funds is its deposits. As of December 31, 2004, deposits were 95.07%, or $170,611 thousand, above the level at December 31, 2003. Average deposits were up 78.22%, or $116,304 thousand. The Company has used borrowed funds on a limited basis as a source of funding asset growth in excess of deposit growth and for short-term liquidity needs. At December 31, 2004, Vision Bancshares had $12,361 thousand in an available credit line with the Federal Home Loan Bank and an additional $21,100 thousand in unsecured Fed Funds lines of credit available with four correspondent banks. Subsidiaries Virtually all of the Company's operations are contained in its two banking subsidiaries, Vision Alabama and Vision Florida. These subsidiaries are community banks.

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