AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Merger

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FIRST HARALSON CORPORATION | WEST GEORGIA NATIONAL BANK | WGNB CORP

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Title: AGREEMENT AND PLAN OF REORGANIZATION
Governing Law: Georgia Date: 1/26/2007
Industry: Regional Banks Law Firm: Powell Goldstein;Troutman Sanders Sector: Financial

Exhibit 2.1

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

WGNB CORP.,

WEST GEORGIA NATIONAL BANK,

FIRST HARALSON CORPORATION,

AND

FIRST NATIONAL BANK OF GEORGIA

Dated as of January 22, 2007

TABLE OF CONTENTS

		Page
Parties		1
Preamble		1
ARTICLE 1 TRANSACTIONS AND TERMS OF MERGERS		1
1.1	Company Merger	1
1.2	Bank Merger	1
1.3	Time and Place of Closing	2
1.4	Effective Time	2
ARTICLE 2 TERMS OF MERGER		2
2.1	Articles	2
2.2	Bylaws	2
2.3	Directors and Officers.	3
ARTICLE 3 MANNER OF CONVERTING SHARES		3
3.1	Conversion of First Haralson Shares	3
3.2	Conversion of Target Bank Shares	5
ARTICLE 4 EXCHANGE OF SHARES		5
4.1	Exchange Procedures	5
4.2	Rights of Former First Haralson Shareholders	6

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF FIRST HARALSON AND TARGET BANK		6
5.1	Organization, Standing, and Power	6
5.2	Authority of First Haralson and Target Bank; No Breach by Agreement	7
5.3	Capital Stock	8
5.4	First Haralson Subsidiaries	8
5.5	Financial Statements	8
5.6	Absence of Undisclosed Liabilities	9
5.7	Loan and Investment Portfolios	9
5.8	Absence of Certain Changes or Events	9
5.9	Tax Matters	11
5.10	Allowance for Possible Loan Losses	12
5.11	Assets	12
5.12	Intellectual Property	13
5.13	Environmental Matters	14
5.14	Compliance with Laws	15
5.15	Labor Relations	16
5.16	Employee Benefit Plans	16
5.17	Material Contracts	18
5.18	Legal Proceedings	19
5.19	Reports	19
5.20	Accounting, Tax and Regulatory Matters	19
5.21	Community Reinvestment Act	19
5.22	Privacy of Customer Information	19
5.23	Technology Systems	20
5.24	Bank Secrecy Act Compliance	20
5.25	First Haralson Disclosure Memorandum	20
5.26	Affiliates	21
5.27	Board Recommendation	21
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF WGNB AND PURCHASER BANK		21
6.1	Organization, Standing and Power	21
6.2	Authority; No Breach by Agreement	21
6.3	Capital Stock	22
6.4	WGNB Subsidiaries	23
6.5	SEC Filings; Financial Statements	23
6.6	Absence of Undisclosed Liabilities	24
6.7	Absence of Certain Changes or Events	24
6.8	Legal Proceedings	24
6.9	Community Reinvestment Act	24
6.10	Technology Systems	25
6.11	Bank Secrecy Act Compliance	25
6.12	WGNB Disclosure Memorandum	25
6.13	Board Recommendation	25
ARTICLE 7 CONDUCT OF BUSINESS PENDING CONSUMMATION		26
7.1	Affirmative Covenants of Each Party	26
7.2	Negative Covenants of First Haralson and Target Bank	26

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7.3	Negative Covenants of WGNB	28
7.4	Adverse Changes in Condition	28
7.5	Reports	28
7.6	Loan Portfolio Review	28
ARTICLE 8 ADDITIONAL AGREEMENTS		28
8.1	WGNB Registration Statement	28
8.2	Nasdaq Listing	29
8.3	Applications	29
8.4	Filings with State Offices	30
8.5	Agreement as to Efforts to Consummate	30
8.6	Investigation and Confidentiality	30
8.7	No Solicitations	31
8.8	Press Releases	31
8.9	Tax Treatment	31
8.10	Charter Provisions	32
8.11	Agreement and Support of Affiliates	32
8.12	Indemnification and Insurance	32
8.13	Employee Benefits and Contracts	34
8.14	Support of WGNB Directors	34
ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE		34
9.1	Conditions to Obligations of Each Party	34
9.2	Conditions to Obligations of WGNB and Purchaser Bank	36
9.3	Conditions to Obligations of First Haralson and Target Bank	37
ARTICLE 10 TERMINATION		38
10.1	Termination	38
10.2	Effect of Termination	39
10.3	Non-Survival of Representations and Covenants	39
10.4	Termination Payment	39
10.5	Reimbursement of Expenses	39
ARTICLE 11 MISCELLANEOUS		40
11.1	Definitions	40
11.2	Expenses	49
11.3	Brokers and Finders	49
11.4	Entire Agreement	49
11.5	Amendments	50
11.6	Waivers	50
11.7	Assignment	50
11.8	Notices	51
11.9	Governing Law	51
11.10	Counterparts	51
11.11	Captions; Articles and Sections	51
11.12	Interpretations	52
11.13	Severability	52

EXHIBITS

Exhibit A Agreement and Plan of Merger for Bank Merger

Exhibit B Affiliate and Support Agreement

Exhibit C WGNB Support Agreement

Exhibit D Matters as to which Powell Goldstein LLP will Opine

Exhibit E Noncompetition Agreement

Exhibit F Matters as to which Troutman Sanders LLP will Opine

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of January 22, 2007, by and among WGNB CORP., a corporation organized under the laws of Georgia, with its principal office located in Carrollton, Georgia (“WGNB”), WEST GEORGIA NATIONAL BANK, a national banking association organized under the laws of the United States with its main office located in Carrollton, Georgia, and a wholly owned subsidiary of WGNB (“Purchaser Bank”), FIRST HARALSON CORPORATION, a corporation organized under the laws of Georgia, with its principal office located in Buchanan, Georgia (“First Haralson”) and FIRST NATIONAL BANK OF GEORGIA, a national banking association organized under the laws of the United States with its main office located in Buchanan, Georgia, and a wholly owned subsidiary of First Haralson (“Target Bank”).

Preamble

The respective Boards of Directors of First Haralson and WGNB are of the opinion that the transactions described herein are in the best interests of the parties to this Agreement and their respective shareholders. This Agreement provides for (i) the merger of First Haralson with and into WGNB, as a result of which the outstanding shares of the capital stock of First Haralson shall be converted into the right to receive cash and shares of the common stock of WGNB and the shareholders of First Haralson (other than those shareholders, if any, who exchange their shares solely for cash) shall become shareholders of WGNB (the “Company Merger”), and (ii) the merger of Target Bank with and into Purchaser Bank (the “Bank Merger” and, together with the Company Merger, the “Mergers”). The transactions described in this Agreement are subject to the approvals of the shareholders of WGNB and First Haralson, the Federal Reserve, the Georgia Department, the OCC and the FDIC and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties of this Agreement that for federal income tax purposes, the Company Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

Certain terms used in this Agreement are defined in Section 11.1 of this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the parties agree as follows:

ARTICLE 1

TRANSACTIONS AND TERMS OF MERGERS

1.1 Company Merger . Subject to the terms and conditions of this Agreement, First Haralson shall be merged with and into WGNB in accordance with the provisions of Section 14-2-1101 et seq. of the GBCC. WGNB shall be the surviving corporation resulting from the Company Merger and shall continue to be governed by the Laws of the State of Georgia.

1.2 Bank Merger. Concurrent with the consummation of the Company Merger, Target Bank shall be merged with and into Purchaser Bank in accordance with the 12 U.S.C. 215 pursuant to the terms and conditions of the Bank Agreement and Plan of Merger and Merger Agreement attached hereto as Exhibit A . First Haralson shall vote the shares of Target Bank in favor of the Bank Merger Agreement and the Bank Merger.

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1.3 Time and Place of Closing . The closing of the transactions contemplated hereby (the “Closing”) will take place at 9:00 A.M. on the date that the Effective Time occurs (or the immediately preceding day if the Effective Time is earlier than 9:00 A.M.), or at such other time as the Parties, acting through their authorized officers, may mutually agree. The Closing shall be held at the office of Troutman Sanders LLP, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308, or at such location as may be mutually agreed upon by the Parties.

1.4 Effective Time . The Mergers and other transactions contemplated by this Agreement shall become effective on the date and at the time the respective Articles of Merger reflecting the Mergers shall become effective with the Secretary of State of Georgia (with respect to the Company Merger) and the OCC (with respect to the Bank Merger) (the “Effective Time”). At the Effective Time, the separate corporate existence of First Haralson and Target Bank shall cease, and WGNB and Purchaser Bank, respectively, shall continue as the Surviving Entity.

ARTICLE 2

TERMS OF MERGER

2.1 Articles .

(a) The Articles of Incorporation of WGNB in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the surviving corporation.

(b) The Articles of Association of Purchaser Bank in effect immediately prior to the Effective Time shall be the Articles of Association of the surviving bank .The Articles of Association of the surviving bank shall be amended as of the Effective Time to change the name of Purchaser Bank to “First National Bank of Georgia” by deleting Article I of the Articles of Association of the surviving bank in its entirety and inserting the following in lieu thereof:

“ Article I :

The title of this Association, which shall carry on the business of banking under the laws of the United States, shall be “First National Bank of Georgia.””

2.2 Bylaws .

(a) The Bylaws of WGNB in effect immediately prior to the Effective Time shall be the Bylaws of the surviving corporation until duly amended or repealed.

(b) The Bylaws of Purchaser Bank in effect immediately prior to the Effective Time shall be the Bylaws of the surviving bank. The Bylaws of the surviving bank shall be amended to reflect the change in the name of the surviving bank as contemplated by Section 2.1(b).

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2.3 Directors and Officers .

(a) The directors of WGNB in office immediately prior to the Effective Time shall serve as the directors of WGNB from and after the Effective Time, provided , that at the Effective Time, WGNB shall take such steps as are reasonably necessary to cause the Board of Directors of WGNB to be comprised of 11 directors; eight of the directors shall be persons who are serving as a member of the Board of Directors of WGNB immediately prior to the Effective Time and three of the directors shall be Mary M. Covington, Randall F. Eaves and Don C. Rhodes, who are serving as members of the Board of Directors of First Haralson immediately prior to the Effective Time. After the Effective Time, WGNB shall take such steps as are reasonably necessary to cause (i) W. Thomas Green, Jr. to be elected as Chairman, and (ii) Mary M. Covington to be elected as Vice-Chairman. The chairmen of each committee of the Board of Directors of WGNB and Purchaser Bank will continue to serve in such capacity unless and until replaced in accordance with past practice.

(b) The directors of Target Bank in office immediately prior to the Effective Time shall be elected to the Board of Directors of Purchaser Bank at the Effective Time thus increasing the number of directors of Purchaser Bank. As of the date hereof, Purchaser Bank has 14 directors and Target Bank has nine directors. If these directors remain in office through the Effective Time, Purchaser Bank’s Board of Directors will be comprised of 23 members.

(c) The officers of WGNB and Purchaser Bank in office immediately prior to the Effective Time shall serve as the officers of the surviving corporation and the surviving bank, respectively, from and after the Effective Time; provided , that at the Effective Time, each of WGNB and Purchaser Bank shall take such steps as are reasonably necessary to cause (i) H. B. Lipham, III to be elected as Chief Executive Officer, (ii) Mary M. Covington to be elected as Executive Vice-President, (iii) Randall F. Eaves to be elected as President, (iv) Steven J. Haack to be elected as Senior Executive Vice-President and Chief Financial Officer of the Purchaser Bank and Secretary/Treasurer of WGNB and (iv) Reland F. Norton to be elected as Group Vice-President of Purchaser Bank only.

(d) Directors and officers of WGNB and Purchaser Bank after the Effective Time will continue to be subject to mandatory retirement at age 70 and election by shareholders or directors as the case may be.

ARTICLE 3

MANNER OF CONVERTING SHARES

3.1 Conversion of First Haralson Shares . Subject to the provisions of this Section 3.1, at the Effective Time, by virtue of the Company Merger and without any action on the part of WGNB, First Haralson, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows:

(a) Each share of capital stock of WGNB issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.

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(b) Subject to the conditions set forth herein, each share of First Haralson Common Stock outstanding immediately prior to the Effective Time, other than shares held by First Haralson or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive (i) cash in an amount equal to a Pro Rata Share of the Cash Consideration and (ii) a number of shares of WGNB Common Stock equal to a Pro Rata Share of the Stock Consideration. Such shares to be converted are sometimes referred to herein as the “Outstanding First Haralson Shares.”

Holders of the Outstanding First Haralson Shares shall have the right to elect to receive their pro rata portion of the Merger Consideration in cash, WGNB Common Stock or both, provided , that such elections shall be subject to adjustment to ensure that no less than $11,562,500 or more than $18,500,000 in Cash Consideration (subject to reduction to reflect any Dissenting Shares) and no more than 1,222,683 shares of WGNB Common Stock are issued in the Company Merger (subject to reduction to reflect any Dissenting Shares and more than $11,562,500 in Cash Consideration). Such adjustment shall be undertaken such that (i) in the event elections for the Cash Consideration exceed $18,500,000, then only those holders of Outstanding First Haralson Shares that have elected to receive greater than a Pro Rata Share of the Cash Consideration for each share held shall have their elections adjusted (with such adjustments being made on a pro rata basis among all such holders electing greater than the Pro Rata Share of the Cash Consideration) and (ii) in the event elections for the Stock Consideration exceed 1,222,683 shares, then only those holders of Outstanding First Haralson Shares that have elected to receive greater than a Pro Rata Share of the Stock Consideration for each share held shall have their elections adjusted (with such adjustments being made on a pro rata basis among all such holders electing greater than the Pro Rata Share of the Stock Consideration). The shares of any holder that does not provide an election with respect to his, her, or its shares shall be deemed “Default Election Shares.” The Exchange Agent (as defined in Section 4.1) shall first satisfy all elections that have been submitted by Holders of Outstanding First Haralson Shares (subject to any necessary adjustments) and then shall allocate the remaining Cash Consideration and the remaining Stock Consideration to the Default Election Shares on a pro rata basis.

(c) Notwithstanding any other provision of this Agreement, each holder of Outstanding First Haralson Shares exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of WGNB Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of WGNB Common Stock multiplied by $28.37. No such holder will be entitled to any dividends declared by WGNB, nor will such holder be entitled to voting rights, or any other rights as a shareholder of WGNB in respect of any fractional shares.

(d) Each share of First Haralson Common Stock that is not an Outstanding First Haralson Share as of the Effective Time shall be canceled without consideration therefor.

(e) No Dissenting Shares shall be converted in the Merger. All such shares shall be canceled and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided , however , that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC or withdraws or loses such holder’s Dissenter’s Rights, such shares held by such shareholder shall be treated the same as all other holders of First Haralson Common Stock who at the Effective Time held Outstanding First Haralson Shares.

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(g) In the event WGNB or First Haralson changes the number of shares of WGNB Common Stock or First Haralson Common Stock, respectively, issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend or similar recapitalization with respect to such stock and the record date or effective date thereof is prior to the Effective Time, the Merger Consideration shall be proportionately adjusted.

3.2 Conversion of Target Bank Shares . Subject to the provisions of this Section 3.2, at the Effective Time, by virtue of the Bank Merger and without any action on the part of Purchaser Bank, Target Bank, or the shareholders of either of the foregoing, the shares of the constituent banks shall be converted as follows:

(a) Each share of capital stock of Purchaser Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.

(b) Each share of Target Bank common stock outstanding immediately prior to the Effective Time shall automatically be cancelled at the Effective Time.

ARTICLE 4

EXCHANGE OF SHARES

4.1 Exchange Procedures . Prior to the Effective Time, Purchaser Bank shall act as exchange agent (the “Exchange Agent”) to effect the delivery of the Merger Consideration to holders of First Haralson Common Stock. At the Effective Time, WGNB shall deliver the Merger Consideration to the Exchange Agent. Promptly following the Effective Time, the Exchange Agent shall send to each holder of Outstanding First Haralson Shares immediately prior to the Effective Time a letter of transmittal (the “Letter of Transmittal”) for use in exchanging certificates previously evidencing shares of First Haralson Common Stock (“Old Certificates”). The Letter of Transmittal will contain instructions with respect to the surrender of Old Certificates and the distribution of cash and certificates representing WGNB Common Stock, which cash and certificates shall be deposited with the Exchange Agent by WGNB as of the Effective Time. If any certificates for shares of WGNB Common Stock are to be issued in a name other than that for which an Old Certificate surrendered or exchanged is issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the Old Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable. Subject to applicable law and to the extent that the same has not yet been paid to a public official pursuant to applicable abandoned property laws, upon surrender of his or her Old Certificates, the holder thereof shall be paid the consideration to which he, she or it is entitled. All such property, if held by the Exchange Agent for payment or delivery to the holders of unsurrendered Old Certificates and unclaimed at the end of one year after the Effective Time, shall at such time be paid or redelivered by the Exchange Agent to WGNB, and after such time any holder of an Old Certificate who has not surrendered such certificate shall, subject to applicable laws and to the extent that the same has not yet been paid to a public official pursuant to applicable abandoned property laws, look as a general creditor only to WGNB for payment or delivery of such property. In no event will any holder of First Haralson Common Stock exchanged in the Merger be entitled to receive any interest on any amounts held by the Exchange Agent or WGNB of the Merger Consideration.

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4.2 Rights of Former First Haralson Shareholders . At the Effective Time, the stock transfer books of First Haralson shall be closed as to holders of First Haralson Common Stock immediately prior to the Effective Time and no transfer of First Haralson Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.1, each Old Certificate theretofore representing Outstanding First Haralson Shares shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.1 in exchange therefor. To the extent permitted by Law, former shareholders of record of First Haralson shall be entitled to vote after the Effective Time at any meeting of WGNB shareholders the number of whole shares of WGNB Common Stock into which their respective shares of First Haralson Common Stock are converted, regardless of whether such holders have exchanged their Old Certificates for certificates representing WGNB Common Stock in accordance with the provisions of this Agreement.

Whenever a dividend or other distribution is declared by WGNB on the WGNB Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of WGNB Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of WGNB Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any Old Certificate until such holder surrenders such Old Certificate for exchange as provided in Section 4.1. However, upon surrender of such Old Certificate, both the WGNB Common Stock certificate and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such Old Certificate.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF FIRST HARALSON AND TARGET BANK

First Haralson and Target Bank, jointly and severally, hereby represent and warrant to WGNB and Purchaser Bank as follows:

5.1 Organization, Standing, and Power . First Haralson is a corporation duly organized, validly existing, and in good standing under the Laws of Georgia and is duly registered as a bank holding company under the BHC Act, and Target Bank is a national banking association duly organized, validly existing and in good standing under the Laws of the United States. Each has the corporate power and authority to carry on its business as now conducted and to own, lease and operate its Assets. Each of the First Haralson Entities is duly qualified or licensed to transact business as a foreign corporation in good standing in the jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed. The minute book and other organizational documents for each of the First Haralson Entities have been made available to WGNB for its review and, except as disclosed in Section 5.1 of the First Haralson Disclosure Memorandum, accurately reflect all amendments thereto and all proceedings of the Board of Directors and shareholders thereof.

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5.2 Authority of First Haralson and Target Bank; No Breach by Agreement .

(a) Each of First Haralson and Target Bank has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Mergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of First Haralson and Target Bank. Subject to the requisite approval by First Haralson’s and Target Bank’s shareholders and any applicable Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of each of First Haralson and Target Bank, enforceable against First Haralson and Target Bank in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

(b) Neither the execution and delivery of this Agreement by First Haralson or Target Bank, nor the consummation by First Haralson or Target Bank of the transactions contemplated hereby, nor compliance by First Haralson or Target Bank with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of First Haralson’s Articles of Incorporation or Bylaws or any resolution adopted by the board of directors or the shareholders of First Haralson that is currently in effect, (ii) conflict with or result in a breach of any provision of Target Bank’s Articles of Association or Bylaws or any resolution adopted by the board of directors or the shareholders of Target Bank that is currently in effect, (iii) except as disclosed in Section 5.2(b) of the First Haralson Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any First Haralson Entity under, any Contract or Permit of the First Haralson Entities, (iv) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to the First Haralson Entities or any of their Assets (including any WGNB Entity or First Haralson Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any WGNB Entity or First Haralson Entity being reassessed or revalued by any Taxing authority).

(c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by First Haralson of the Company Merger, by Target Bank of the Bank Merger, and the other transactions contemplated in this Agreement.

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5.3 Capital Stock .

(a) The authorized capital stock of First Haralson consists of (i) 25,000 shares of Class A Common (voting) Stock, no par value per share, of which 20,216 shares are issued and outstanding and (ii) 225,000 shares of Class B Common (non-voting) Stock, no par value per share, of which 183,041 are issued and outstanding. All of the issued and outstanding shares of capital stock of First Haralson are duly and validly issued and outstanding and are fully paid and nonassessable under the GBCC. None of the outstanding shares of capital stock of First Haralson has been issued in violation of any preemptive rights of the current or past shareholders of First Haralson.

(b) The authorized capital stock of Target Bank consists of 20,000 shares of $1.00 par value per share common stock, of which 20,000 shares are issued and outstanding. All of the issued and outstanding shares of capital stock of Target Bank are duly and validly issued and outstanding and are fully paid and nonassessable (except pursuant to 12 U.S.C. Section 55) and none of the outstanding shares of capital stock of Target Bank has been issued in violation of any preemptive rights.

(c) Except as set forth in Sections 5.3(a) and (b) above, there are no shares of capital stock, preferred stock or other equity securities of First Haralson or Target Bank outstanding and no outstanding Equity Rights relating to the capital stock of any First Haralson Entity.

5.4 First Haralson Subsidiaries . Except as described in Section 5.4 of the First Haralson Disclosure Memorandum: (i) First Haralson has no Subsidiaries other than Target Bank and Financial Interest Group Inc. and does not own, for its own account, any stocks, options, calls, warrants or rights to acquire stock or other equity in any partnership, limited liability company or corporation; (ii) First Haralson owns all of the issued and outstanding capital stock of Target Bank and Financial Interest Group Inc. and (iii) all of such shares are held free and clear of any Lien. Target Bank has no subsidiaries other than First Georgia Insurance Agency, Inc. Target Bank owns all of the issued and outstanding capital stock of First Georgia Insurance Agency, Inc., and all of such shares are held free and clear of any Lien. Financial Interest Group, Inc. and First Georgia Insurance Agency, Inc. have no subsidiaries.

5.5 Financial Statements . First Haralson has delivered to WGNB copies of all First Haralson Financial Statements and will deliver to WGNB copies of all similar financial statements prepared subsequent to the date hereof. The First Haralson Financial Statements and any supplemental financial statements (as of the date thereof and for the periods covered thereby) (i) are, or if dated after the date of this Agreement will be, in accordance with the books and records of First Haralson, which are and will be, as the case may be, complete and correct in all material respects and which have been or will have been, as the case may be, maintained in accordance with good business practices, (b) present or will present, as the case may be and in all material respects, fairly the financial position of First Haralson as of the dates indicated and the results of operation, changes in shareholders’ equity, and cash flows of First Haralson for the periods indicated, in accordance with GAAP (subject to any exceptions as to consistency specified therein or as may be indicated in the notes thereof or, in the case of interim financial statements, to the normal recurring year-end adjustments that are not material in any amount or effect), and (c) do not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

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5.6 Absence of Undisclosed Liabilities . First Haralson has no Liabilities of a nature required to be reflected on a consolidated balance sheet prepared in accordance with GAAP, except Liabilities that are accrued or reserved against in the consolidated balance sheet of First Haralson as of June 30, 2006, included in the First Haralson Financial Statements or reflected in the notes thereto. First Haralson has not incurred or paid any Liability since December 31, 2005, except for such Liabilities incurred or paid (i) in the ordinary course of business consistent with past business practice and that are not reasonably likely to have, individually or in the aggregate, a First Haralson Material Adverse Effect or (ii) in connection with the transactions contemplated by this Agreement.

5.7 Loan and Investment Portfolios . As of the date of this Agreement, all loans, discounts and financing leases reflected on the First Haralson Financial Statements were, and with respect to the First Haralson Financial Statements delivered as of the dates subsequent to the execution of this Agreement, will be as of the dates thereof, (i) at the time and under the circumstances in which made, made for good, valuable and adequate consideration in the ordinary course of business, (ii) evidenced by genuine notes, agreements or other evidences of indebtedness and (iii) to the extent secured, have been secured by valid liens and security interests that have been perfected. Except as specifically set forth in Section 5.7 of the First Haralson Disclosure Memorandum, no First Haralson Entity is a party to any written or oral loan agreement, note or borrowing arrangement, including any loan guaranty, that was, as of the most recent month-end (i) delinquent by more than 30 days in the payment of principal or interest, (ii) known by the First Haralson Entities to be otherwise in Default for more than 30 days, (iii) classified as “substandard,” “doubtful,” “loss,” “other assets especially mentioned” or any comparable classification by First Haralson, First Haralson Bank, the Federal Reserve, the OCC, the Georgia Department or the FDIC, or (iv) an obligation of any director, executive officer or 10% shareholder of any First Haralson Entity who is subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215), or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing.

5.8 Absence of Certain Changes or Events . Except as disclosed in the First Haralson Financial Statements delivered prior to the date of this Agreement or in Section 5.8 of the First Haralson Disclosure Memorandum or as contemplated in this Agreement, (i) there have been no events, changes, or occurrences which have had, or are reasonably likely to have, individually or in the aggregate, a First Haralson Material Adverse Effect, (ii) First Haralson has not declared, set aside for payment or paid any dividend to holders of, or declared or made any distribution on, any shares of First Haralson Common Stock other than its regular quarterly dividends and (iii) the First Haralson Entities have not taken any action, or failed to take any action, prior to the date of this Agreement, which action or failure, if taken after the date of this Agreement, would represent or result in a material breach or violation of any of the covenants and agreements of the First Haralson Entities provided in Article 7. Except as may result from the transactions contemplated by this Agreement, none of the First Haralson Entities have, since the date of the First Haralson Financial Statements delivered prior to the date of this Agreement:

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(a) since June 30, 2006, except as set forth in Section 5.8(a) of the First Haralson Disclosure Memorandum, borrowed any money other than deposits or overnight fed funds or entered into any capital lease or leases; or, except in the ordinary course of business and consistent with past practices: (i) lent any money or pledged any of its credit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise, (ii) mortgaged or otherwise subjected to any Lien any of its assets, sold, assigned or transferred any of its assets in excess of $100,000 in the aggregate or (iv) incurred any other Liability or loss representing, individually or in the aggregate, over $100,000;

(b) since June 30, 2006, suffered over $100,000 in damage, destruction or loss to immovable or movable property, whether or not covered by insurance;

(c) since June 30, 2006, experienced any material adverse change in Asset concentrations as to customers or industries or in the nature and source of its Liabilities or in the mix or interest-bearing versus noninterest-bearing deposits;

(d) since December 31, 2006, except as set forth in Section 5.8(d) of the First Haralson Disclosure Memorandum, had any customer with a loan or deposit balance of more than $50,000 terminate, or received notice of such customer’s intent to terminate, its relationship with a First Haralson Entity;

(e) since June 30, 2006, failed to operate its business in the ordinary course consistent with past practices, or failed to use reasonable efforts to preserve its business or to preserve the goodwill of its customers and others with whom it has business relations;

(f) since June 30, 2006, except as set forth in Section 5.8(f) of the First Haralson Disclosure Memorandum, forgiven any debt owed to it in excess of $100,000, or canceled any of its claims or paid any of its noncurrent obligations or Liabilities;

(g) since June 30, 2006, except as set forth in Section 5.8(g) of the First Haralson Disclosure Memorandum, made any capital expenditure or capital addition or betterment in excess of $50,000;

(h) since June 30, 2006, except as set forth in Section 5.8(h) of the First Haralson Disclosure Memorandum, entered into any agreement requiring the payment, conditionally or otherwise, of any salary, bonus, extra compensation (including payments for unused vacation or sick time), pension or severance payment to any of its present or former directors, officers or employees, except such agreements as are terminable at will without any penalty or other payment by it or increased (except for increases of not more than 5% consistent with past practices) the compensation (including salaries, fees, bonuses, profit sharing, incentive, pension, retirement or other similar payments) of any such person whose annual compensation would, following such increase, exceed $50,000;

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(i) since June 30, 2006, except as required in accordance with GAAP, changed any accounting practice followed or employed in preparing the First Haralson Financial Statements;

(j) since June 30, 2006, authorized or issued any additional shares of First Haralson Common Stock, preferred stock, or Equity Rights; or

(k) since June 30, 2006, entered into any agreement, contract or commitment to do any of the foregoing set forth in Sections 5.8(a) through (j) above.

5.9 Tax Matters .

(a) All Tax Returns required to be filed by or on behalf of the First Haralson Entities have been timely filed or requests for extensions have been timely filed, granted, and have not expired for all periods ended on or before the date of the most recent fiscal year end immediately preceding the Effective Time and all Tax Returns filed are complete and accurate in all material respects. All Taxes shown on filed Tax Returns have been paid. There is no audit examination, deficiency, or refund Litigation with respect to any Taxes, except as reserved against in the First Haralson Financial Statements delivered prior to the date of this Agreement or as disclosed in Section 5.9 of the First Haralson Disclosure Memorandum. First Haralson’s federal income Tax Returns have not been audited by the IRS. All Taxes and other Liabilities due with respect to completed and settled examinations or concluded Litigation have been paid. There are no Liens with respect to Taxes upon any of the Assets of the First Haralson Entities.

(b) The First Haralson Entities have not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect.

(c) The provision for any Taxes due or to become due for First Haralson for the period or periods through and including the date of the respective First Haralson Financial Statements that has been made and is reflected on such First Haralson Financial Statements is sufficient to cover all such Taxes.

(d) Deferred Taxes of First Haralson have been provided for in accordance with GAAP.

(e) The First Haralson Entities are in compliance with, and their respective records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state, and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Internal Revenue Code.

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(f) None of the First Haralson Entities has experienced a change in ownership with respect to their respective stock, within the meaning of Section 382 of the Internal Revenue Code, other than the ownership change that will occur as a result of the transactions contemplated by this Agreement.

5.10 Allowance for Possible Loan Losses . The allowance for possible loan or credit losses (the “Allowance”) shown on the consolidated balance sheets of First Haralson included in the First Haralson Financial Statements and the Allowance shown on the consolidated balance sheets of First Haralson as of dates subsequent to the execution of this Agreement will be, as of the dates thereof, adequate (within the meaning of GAAP and applicable regulatory requirements or guidelines) to provide for all known or reasonably anticipated losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables) of First Haralson and other extensions of credit (including letters of credit and commitments to make loans or extend credit) by First Haralson as of the dates thereof.

5.11 Assets .

(a) Except as disclosed in Section 5.11 of the First Haralson Disclosure Memorandum or as disclosed or reserved against in the First Haralson Financial Statements delivered prior to the date of this Agreement, the First Haralson Entities have good and marketable title, free and clear of all Liens, to their respective Assets, except for (i) mortgages and encumbrances that secure indebtedness that is properly reflected in the First Haralson Financial Statements or that secure deposits of public funds as required by law; (ii) Liens for taxes accrued but not yet payable; (iii) Liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such Liens are not delinquent or are being contested in good faith; (iv) such imperfections of title and encumbrances, if any, as do not materially detract from the value or materially interfere with the present use of any of such properties or Assets or the potential sale of any of such owned properties or Assets; and (v) capital leases and leases, if any, to third parties for fair and adequate consideration. All tangible properties used in the business of the First Haralson Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with such First Haralson Entity’s past practices. All Assets which are material to the First Haralson Entities’ business on a consolidated basis, held under leases or subleases by any of the First Haralson Entities, are held under valid Contracts enforceable against the First Haralson Entities in accordance with their respective terms (except as enforceability may be limited by applicable Bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect.

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(b) The First Haralson Entities have paid all amounts due and payable under any insurance policies and guarantees applicable to the First Haralson Entities and their Assets and operations; all such insurance policies and guarantees are in full force and effect, and all the First Haralson Entities’ material properties are insured against fire, casualty, theft, loss, and such other events against which it is customary to insure, all such insurance policies being in amounts and with deductibles that are adequate and are consistent with past practice and experience. None of the First Haralson Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any First Haralson Entity under such policies.

(c) With respect to each lease of any real property or personal property to which any First Haralson Entity is a party (whether as lessee or lessor), except for financing leases in which a First Haralson Entity is lessor, (i) such lease is in full force and effect in accordance with its terms by the First Haralson Entity; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid by the First Haralson Entity; (iii) there exists no Default under such lease by the First Haralson Entity; and (iv) upon receipt of the consents described in Section 5.11(c) of the First Haralson Disclosure Memorandum, the Merger will not constitute a default or a cause for termination or modification of such lease.

(d) First Haralson has no legal obligation, absolute or contingent, to any other person to sell or otherwise dispose of any substantial part of its Assets or to sell or dispose of any of its Assets except in the ordinary course of business consistent with past practices.

(e) The First Haralson Entities’ Assets include all material Assets required to operate the business of the First Haralson Entities as presently conducted.

5.12 Intellectual Property . The First Haralson Entities own or have a license to use all of the Intellectual Property used by the First Haralson Entities in the course of their business. The First Haralson Entities are the owner of or have a license to any Intellectual Property sold or licensed to a third party by the First Haralson Entities in connection with the First Haralson Entities’ business operations, and the First Haralson Entities have the right to convey by sale or license any Intellectual Property so conveyed. The First Haralson Entities have not received notice of Default under any of their Intellectual Property licenses. No proceedings have been instituted, or are pending or overtly threatened, that challenge the rights of the First Haralson Entities with respect to Intellectual Property used, sold or licensed by the First Haralson Entities in the course of their business, nor has any person claimed or alleged any rights to such Intellectual Property. The conduct of the First Haralson Entities’ business does not infringe any Intellectual Property of any other person. Except as disclosed in Section 5.12 of the First Haralson Disclosure Memorandum, the First Haralson Entities are not obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. Except as disclosed in Section 5.12 of the First Haralson Disclosure Memorandum, no officer, director or employee of the First Haralson Entities is a party to any Contract that restricts or prohibits such officer, director or employee from engaging in activities competitive with any Person, including any First Haralson Entity.

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5.13 Environmental Matters .

(a) Except as disclosed in Section 5.13(a) of the First Haralson Disclosure Memorandum, the First Haralson Entities, their Participation Facilities, and their Operating Properties are, and have been, in compliance with all Environmental Laws.

(b) Except as disclosed in Section 5.13(b) of the First Haralson Disclosure Memorandum, there is no Litigation pending has been asserted in writing against or overtly threatened before any court, governmental agency, or authority or other forum in which the First Haralson Entities or any of their Operating Properties or Participation Facilities (or First Haralson in respect of such Operating Property or Participation Facility) has been or, with respect to overtly threatened Litigation, may be named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the Release into the indoor or outdoor Environment of any Hazardous Material, whether or not occurring in, at, on, under, about, adjacent to, or affecting (or potentially affecting) an Asset currently or formerly owned, leased, or operated by the First Haralson Entities or any of their Operating Properties or Participation Facilities, nor is there any reasonable basis for any Litigation of a type described in this sentence.

(c) During the period of (i) the First Haralson Entities’ ownership or operation of any of its Assets, (ii) the First Haralson Entities’ participation in the management of any Participation Facility, or (iii) the First Haralson Entities’ holding of a security interest in a Operating Property, there has been no Release of any Hazardous Material in, at, on, under, about, adjacent to, or affecting (or potentially affecting) such properties that would require notification or remediation pursuant to any Environmental Law. Prior to the period of (i) the First Haralson Entities’ ownership or operation of any of its Assets, (ii) the First Haralson Entities’ participation in the management of any Participation Facility, or (iii) the First Haralson Entities’ holding of a security interest in a Operating Property, there was no Release of any Hazardous Material in, at, on, under, about, or affecting any such property, Participation Facility or Operating Property that would require notification or remediation pursuant to any Environmental Law. No lead-based paint that is not encapsulated or friable asbestos in any form is present in, at, on, under, about, or affecting (or potentially affecting) any Asset.

(d) The First Haralson Entities have delivered to WGNB true and complete copies and results of any reports, studies, analyses, tests, monitoring, correspondence and other documents and information possessed or initiated by First Haralson pertaining to Hazardous Materials in, at, on, under, about, or affecting (or potentially affecting) any Asset, or concerning compliance by the First Haralson Entities or any other Person for whose conduct they are or may be held responsible, with Environmental Laws.

(e) There are no aboveground or underground storage tanks for the storage of Hazardous Material, whether in use or closed, in, at, on, under any Asset. Section 5.13(e) of the First Haralson Disclosure Memorandum contains a detailed description of all above-ground or underground storage tanks removed by or on behalf of the First Haralson Entities at or from any Asset. Any such tank removals were performed in accordance with Environmental Laws and no soil or groundwater contamination resulted from the operation or removal of such tanks.

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(f) To their respective knowledge, the First Haralson Entities have obtained and maintained in full force and effect all permits required by any applicable Environmental Law necessary to conduct the activities and business of First Haralson Entities as currently conducted, and to occupy or operate the Operating Properties and Participation Facilities (collectively the “Environmental Permits”). First Haralson Entities have conducted its activities and Business in compliance in all material respects with all terms and conditions of any Environmental Permits. First Haralson Entities have filed all report and notifications required to be filed under applicable Environmental laws and Environmental Laws and Environmental Permits.

(g) With respect to the Operating Properties and Participation Facilities, First Haralson Entities have not received any notification pursuant to any Environmental Laws, nor does First Haralson Entities have any knowledge, that (i) any work, repairs, corrective or remedial action, construction or capital expenditures are required to be made as a condition of continued compliance with any Environmental Laws or any license, permit or approval issued pursuant thereto, (ii) any license, permit or approval is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated or (iii) any events, conditions, circumstances, activities, practices, incidents, actions or omissions may interfere with or prevent compliance or continued compliance with any Environmental law.

5.14 Compliance with Laws . First Haralson is a Georgia corporation and a registered bank holding company under the BHC Act and has in effect all Permits necessary for it to own, lease, or operate its Assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit. Target Bank is a national banking association whose deposits are and will at the Effective Time be insured by the FDIC and has in effect all Permits necessary for it to own, lease, or operate its Assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit. Except as disclosed in Section 5.14 of the First Haralson Disclosure Memorandum, none of the First Haralson Entities are:

(a) in Default under any of the provisions of their respective Articles of Incorporation, Articles of Association or Bylaws (or other governing instruments);

(b) in Default under any Laws, Orders, or Permits applicable to their business or employees conducting their respective businesses; or

(c) since January 1, 2006, in receipt of any notification or communication from any agency or department of federal, state, or local government or any Regulatory Authority or the staff thereof (i) asserting that any First Haralson Entity is not in compliance with any of the Laws or Orders which such governmental authority or Regulatory Authority enforces, (ii) threatening to revoke any Permits or (iii) requiring any First Haralson Entity to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or to adopt any board resolution or similar undertaking, which restricts materially the conduct of its respective business or in any manner relates to capital adequacy, credit or reserve policies or management.

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Copies of all reports, correspondence, notices and other documents relating to any inspection, audit, monitoring or other form of review or enforcement action by a Regulatory Authority have been made available to WGNB.

5.15 Labor Relations . The First Haralson Entities are not a party to any Litigation asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable state law) or seeking to compel it to bargain with any labor organization or other employee representative to wages or conditions of employment, nor are the First Haralson Entities party to any collective bargaining agreement, nor is there any pending or threatened strike, slowdown, picketing, work stoppage or other labor dispute involving any First Haralson Entity. To the Knowledge of First Haralson, there is no activity involving any of First Haralson Entities’ employees seeking to certify a collective bargaining unit or engaging in any other organization activity.

5.16 Employee Benefit Plans .

(a) The First Haralson Entities have listed in Section 5.16 of the First Haralson Disclosure Memorandum, and have delivered or made available to WGNB prior to the execution of this Agreement copies in each case of, all pension, retirement, profit-sharing, employee stock ownership, deferred compensation, stock option, employee stock ownership, severance pay, vacation, cash or stock bonus, or other incentive plans, all other written employee programs, arrangements, or agreements, all medical, vision, dental, or other health plans, all life insurance plans, and all other employee benefit plans or fringe benefit plans, including “employee benefit plans” as that term is defined in Section 3(3) of ERISA, currently adopted, maintained by, sponsored in whole or in part by, or contributed to by the First Haralson Entities or ERISA Affiliate thereof for the benefit of employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries and under which employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate (collectively, the “First Haralson Benefit Plans”). Any of the First Haralson Benefit Plans that is an “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA, is referred to herein as a “First Haralson ERISA Plan.” Each First Haralson ERISA Plan that is also a “defined benefit plan” (as defined in Section 414(j) of the Internal Revenue Code) is referred to herein as a “First Haralson Pension Plan.” No First Haralson Pension Plan is or has been a multi-employer plan within the meaning of Section 3(37) of ERISA.

(b) Except as disclosed in Section 5.16 of the First Haralson Disclosure Memorandum, all First Haralson Benefit Plans are in compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws. Except as set forth in Section 5.16(b) of the First Haralson Disclosure Memorandum, each First Haralson ERISA Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code (i) has received a favorable determination letter from the IRS issued in response to an application filed pursuant to Revenue Procedure 2000-27 or any subsequently issued Revenue Procedure or (ii) is entitled to rely upon an opinion letter issued in response to an application filed by the sponsor of a master, prototype or volume submitter plan pursuant to Revenue Procedure 2000-20 or any subsequently issued Revenue Procedure, and the First Haralson Entities are not aware of any circumstances likely to result in revocation of any such favorable determination or opinion letter or to disqualify the First Haralson Entities from relying upon such opinion letter to the fullest extent permitted under Revenue Procedure 2004-6. The First Haralson Entities have not engaged in a transaction with respect to any First Haralson Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject the First Haralson Entities to a Tax imposed by either Section 4975 of the Internal Revenue Code or Section 502(i) of ERISA.

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(c) No First Haralson Pension Plan has any “unfunded current liability,” as that term is defined in Section 302(d)(8)(A) of ERISA, based on actuarial assumptions set forth for such plan’s most recent actuarial valuation. Since the date of the most recent actuarial valuation, there has been (i) no material adverse change in the financial position of any First Haralson Pension Plan, (ii) no material adverse change in the actuarial assumptions with respect to any First Haralson Pension Plan, and (iii) no increase in benefits under any First Haralson Pension Plan as a result of plan amendments or changes in applicable Law which are reasonably likely to materially adversely affect the funding status of any such plan. Neither any First Haralson Pension Plan nor any “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by the First Haralson Entities, or the single-employer plan of any entity which is considered one employer with any First Haralson Entity under Section 4001 of ERISA or Section 414 of the Internal Revenue Code or Section 302 of ERISA (whether or not waived) (an “ERISA Affiliate”) has an “accumulated funding deficiency” within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA. The First Haralson Entities have not provided, and are not required to provide, security to a First Haralson Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Internal Revenue Code.

(d) Within the six-year period preceding the Effective Time, no Liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by First Haralson with respect to any ongoing, frozen, or terminated single-employer plan or the single-employer plan of any ERISA Affiliate. The First Haralson Entities have not incurred any withdrawal Liability with respect to a multi-employer plan under Subtitle B of Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate). No notice of a “reportable event,” within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any First Haralson Pension Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof.

(e) Except as disclosed in Section 5.16 of the First Haralson Disclosure Memorandum, the First Haralson Entities have no Liability for retiree health and life benefits under any of the First Haralson Benefit Plans and there are no restrictions on the rights of the First Haralson Entities to amend or terminate any such retiree health or benefit plan without incurring any Liability thereunder.

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(f) Except as disclosed in Section 5.16 of the First Haralson Disclosure Memorandum, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, or otherwise) becoming due to any director or any employee of the First Haralson Entities from any of the First Haralson Entities under any First Haralson Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any First Haralson Benefit Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefit.

(g) The actuarial present values of all accrued deferred compensation entitlements (including entitlements under any executive compensation, supplemental retirement, or employment agreement) of employees and former employees of the First Haralson Entities and their respective beneficiaries, other than entitlements accrued pursuant to funded retirement plans subject to the provisions of Section 412 of the Internal Revenue Code or Section 302 of ERISA, have been fully reflected on the First Haralson Financial Statements to the extent required by and in accordance with GAAP.

(h) Each nonqualified deferred compensation plan, within the meaning of Section 409A of the Internal Revenue Code, maintained by the First Haralson Entities has been operated in compliance with the requirements of Section 409A (or an available exemption therefrom) such that amounts of compensation deferred thereunder will not be includible in gross income under Section 409A prior to the distribution of benefits in accordance with the terms of the plan and will not be subject to the additional tax under Section 409A(a)(1)(B)(ii).

5.17 Material Contracts . Except as disclosed in Section 5.17 of the First Haralson Disclosure Memorandum or otherwise reflected in the First Haralson Financial Statements, neither the First Haralson Entities nor any of their respective Assets, businesses, or operations that are a party to, or is bound or affected by, or receives benefits under, (i) any employment, severance, termination, consulting, or retirement Contract, (ii) any Contract relating to the borrowing of money by any First Haralson Entity or the guarantee by any First Haralson Entity of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements, and Federal Home Loan Bank advances of depository institution Subsidiaries, trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of business), (iii) any Contract that prohibits or restricts the First Haralson Entities from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract involving Intellectual Property (other than Contracts entered into in the ordinary course of business with customers), (v) any Contract relating to the provision of data processing, network communication, or other technical services to or by the First Haralson Entities, (vi) any Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $100,000), and (vii) any exchange-traded or over-the-counter swap, forward, future, option, cap, floor, or collar financial Contract, or any other interest rate or foreign currency protection Contract not included on its balance sheet that is a financial derivative Contract (the “First Haralson Contracts”). With respect to each First Haralson Contract and except as disclosed in Section 5.17 of the First Haralson Disclosure Memorandum: (i) the Contract is in full force and effect against the applicable First Haralson Entity; (ii) the First Haralson Entity is not in Default thereunder; (iii) the First Haralson Entity has not repudiated or waived any material provision of any such Contract; and (iv) no other party to any such Contract is in Default in any respect, or has repudiated or waived any material provision thereunder. All of the indebtedness of the First Haralson Entities for money borrowed is prepayable at any time by the First Haralson Entities without penalty or premium.

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5.18 Legal Proceedings . There is no Litigation instituted, pending or overtly threatened (or unasserted but considered probable of assertion and which if asserted would have at least a reasonable probability of a material unfavorable outcome) against the First Haralson Entities, or against any employee benefit plan of the First Haralson Entities, or against any Asset, interest, or right of any of them, nor are there any Orders of any Regulatory Authorities, other governmental authorities, or arbitrators outstanding against any First Haralson Entity. Section 5.18 of the First Haralson Disclosure Memorandum contains a summary of all Litigation as of the date of this Agreement to which any First Haralson Entity is a party and that names any First Haralson Entity as a defendant or cross-defendant or for which any First Haralson Entity has any potential Liability in excess of $50,000.

5.19 Reports . Since December 31, 2005, the First Haralson Entities have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that they were required to file with Regulatory Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of its respective date, each such report and document did not, in all material respects, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

5.20 Accounting, Tax and Regulatory Matters . First Haralson has not taken or agreed to take any action and has no Knowledge of any fact or circumstance that is reasonably likely to (i) prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 9.1(b) or result in the imposition of a condition or restriction of the type referred to in the last sentence of such Section.

5.21 Community Reinvestment Act . To the extent applicable to such entity, each of the First Haralson Entities has complied in all material respects with the provisions of the Community Reinvestment Act (“CRA”), and the rules and regulations thereunder, each has a CRA rating of not less than “satisfactory,” has received no material criticism from regulators with respect to discriminatory lending practices, and has no Knowledge of any conditions or circumstances that are likely to result in a CRA rating of less than “satisfactory” or material criticism from regulators with respect to discriminatory lending practices.

5.22 Privacy of Customer Information .

(a) The First Haralson Entities are the sole owner or, in the case of participated loans, a co-owner with the other participant(s), of all individually identifiable personal information (“IIPI”) relating to customers, former customers and prospective customers that will be transferred to the WGNB Entities pursuant to this Agreement and the other transactions contemplated hereby. For purposes of this Section 5.22, “IIPI” shall include any information relating to an identified or identifiable natural person.

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(b) The collection and use of such IIPI by the First Haralson Entities, the transfer of such IIPI to the WGNB Entities, and the use of such IIPI by the WGNB Entities as contemplated by this Agreement complies with all applicable privacy policies, the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act and all other applicable state, federal and foreign privacy law, and any contract or industry standard relating to privacy.

5.23 Technology Systems .

(a) Except to the extent indicated in Schedule 5.23 of the First Haralson Disclosure Memorandum, no third party consents will be necessary as a result of the transactions contemplated by this Agreement to enable use of the electronic data processing, information, record keeping, communications, telecommunications, hardware, third party software, networks, peripherals, portfolio trading and computer systems, including any outsourced systems and processes, and Intellectual Property that are used by the First Haralson Entities (collectively, the “Technology Systems”) to continue to be used by the WGNB Entities to the same extent and in the same manner that they have been used by the First Haralson Entities.

(b) The Technology Systems (for a period of 18 months prior to the Effective Date) have not suffered unplanned disruption causing a First Haralson Material Adverse Effect. Except for ongoing payments due under relevant third party agreements, the Technology Systems are free from any Liens. Access to business critical parts of the Technology Systems is not shared with any third party.

(c) Details of First Haralson’s disaster recovery and business continuity arrangements have been provided in writing to WGNB.

(d) The First Haralson Entities have not received notice of or are aware of any material circumstances including, without limitation, the execution of this Agreement, that would enable any third party to terminate any of the First Haralson Entities’ agreements relating to the Technology Systems (including maintenance and support).

5.24 Bank Secrecy Act Compliance . The First Haralson Entities are in compliance in all material respects with the provisions of the Bank Secrecy Act of 1970, as amended (the “Bank Secrecy Act”), and all regulations promulgated thereunder including, but not limited to, those provisions that address suspicious activity reports and compliance programs, and all applicable requirements of the Office of Foreign Assets Control. Without limiting the foregoing, Target Bank has implemented a Bank Secrecy Act compliance program that adequately covers all of the required program elements as required by 12 C.F.R. §21.21.

5.25 First Haralson Disclosure Memorandum . First Haralson has delivered to WGNB the First Haralson Disclosure Memorandum containing certain information regarding the First Haralson Entities as indicated at various places in this Agreement. All information set forth in the First Haralson Disclosure Memorandum shall be deemed for all purposes of this Agreement to constitute part of the representations and warranties of First Haralson and Target Bank under this Article 5. The information contained in the First Haralson Disclosure Memorandum shall be deemed to be part of and qualify all representations and warranties contained in this Article 5 and the covenants in Article 7 to the extent applicable.

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5.26 Affiliates . Section 5.26 of the First Haralson Disclosure Memorandum sets forth all Persons whom First Haralson reasonably believes is an Affiliate of First Haralson for purposes of Rule 145 under the 1933 Act.

5.27 Board Recommendation . The Board of Directors of First Haralson, at a meeting duly called and held, has by unanimous vote of the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, and the First Haralson Affiliate and Support Agreements (as defined in Section 8.11 and the transactions contemplated thereby, taken together, are fair to and in the best interests of the shareholders (ii) resolved to recommend that the holders of the shares of First Haralson Common Stock approve this Agreement and (iii) approved the Bank Merger as the sole shareholder of the capital stock of Target Bank.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF WGNB AND PURCHASER BANK

WGNB and Purchaser Bank, jointly and not severally, hereby represent and warrant to First Haralson and Target Bank as follows:

6.1 Organization, Standing and Power . WGNB is a corporation duly organized, validly existing, and in good standing under the Laws of Georgia and is duly registered as a bank holding company under the BHC Act, and Purchaser Bank is a national banking association duly organized, validly existing and in good standing under the Laws of the United States. Each has the corporate power and authority to carry on its business as now conducted and to own, lease and operate its Assets. Each of the WGNB Entities is duly qualified or licensed to transact business as a foreign corporation in good standing in the jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed. The minute book and other organizational documents for each of the WGNB Entities have been made available to First Haralson for its review and, except as set forth in Section 6.1 of the WGNB Disclosure Memorandum, accurately reflect all amendments thereto and all proceedings of the Board of Directors and shareholders thereof.

6.2 Authority; No Breach by Agreement .

(a) Each of WGNB and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Mergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of WGNB and Purchaser Bank. Subject to approval of WGNB’s shareholders, and receipt of the requisite Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of WGNB and Purchaser Bank, enforceable against each of WGNB and Purchaser Bank in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

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(b) Neither the execution and delivery of this Agreement by WGNB or Purchaser Bank, nor the consummation by WGNB or Purchaser Bank of the transactions contemplated hereby, nor compliance by WGNB or Purchaser Bank with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of WGNB’s Articles of Incorporation or Bylaws or any resolution adopted by the board of directors or the shareholders of WGNB that is currently in effect, (ii) conflict with or result in a breach of any provision of Purchaser Bank’s Articles of Association or Bylaws or any resolution adopted by the board of directors or the shareholders of Purchaser Bank that is currently in effect, (iii) except as disclosed in Section 6.2(b) of the WGNB Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any WGNB Entity under, any Contract or Permit of the WGNB Entities, (iv) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to the WGNB Entities or any of their Assets (including any WGNB Entity or First Haralson becoming subject to or liable for the payment of any Tax or any of the Assets owned by any WGNB Entity or First Haralson being reassessed or revalued by any Taxing authority).

(c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the Nasdaq Capital Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by WGNB of the Company Merger, by Purchaser Bank of the Bank Merger, and the other transactions contemplated in this Agreement.

6.3 Capital Stock .

(a) The authorized capital stock of WGNB consists of 10,000,000 shares of WGNB Common Stock, of which (i) 5,000,613 shares are issued and outstanding, (ii) 920,997 shares are reserved for issuance pursuant to Equity Rights granted under the WGNB 1994 Incentive Stock Option Plan and the WGNB 2003 Incentive Stock Option Plan and (iii) shares reserved for issuance pursuant to the Equity Rights issued by WGNB pursuant to that certain Rights Agreement dated as of February 12, 1997 between WGNB and SunTrust Bank, Atlanta. All of the issued and outstanding shares of WGNB Common Stock are, and all of the shares of WGNB Common Stock to be issued in exchange for shares of First Haralson Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and fully paid and nonassessable under the GBCC. None of the outstanding shares of WGNB Common Stock has been, and none of the shares of WGNB Common Stock to be issued in exchange for shares of First Haralson Common Stock upon consummation of the Merger will be, issued in violation of any preemptive rights of the current or past shareholders of WGNB.

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(b) The authorized capital stock of Purchaser Bank consists of 10,000,000 shares of $1.25 par value per share common stock, of which 5,000,613 shares are issued and outstanding. All of the issued and outstanding shares of capital stock of Purchaser Bank are duly and validly issued and outstanding and are fully paid and nonassessable (except pursuant to 12 U.S.C. Section 55) and none of the outstanding shares of capital stock of Purchaser Bank has been issued in violation of any preemptive rights.

(c) Except as set forth in Section 6.3(a) of this Agreement, there are no shares of capital stock, preferred stock or other equity securities of WGNB outstanding and no outstanding Equity Rights relating to the capital stock of WGNB.

6.4 WGNB Subsidiaries . Except as described in Section 6.4 of the WGNB Disclosure Memorandum: (i) WGNB has no Subsidiaries other than Purchaser Bank and WGNB Investments, Inc. and does not own, for its own account, any stocks, options, calls, warrants or rights to acquire stock or other equity in any partnership, limited liability company or corporation; (ii) WGNB owns all of the issued and outstanding capital stock of Purchaser Bank and WGNB Investments, Inc. and (iii) all of such shares are held free and clear of any Lien. Purchaser Bank and WGNB Investments, Inc. have no subsidiaries.

6.5 SEC Filings; Financial Statements .

(a) WGNB has timely filed and made available to First Haralson all SEC Documents required to be filed by WGNB since December 31, 2005 (the “WGNB SEC Reports”). The WGNB SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such WGNB SEC Reports or necessary in order to make the statements in such WGNB SEC Reports, in light of the circumstances under which they were made, not misleading. No WGNB Subsidiary is required to file any SEC Documents.

(b) Each of the WGNB Financial Statements (including, in each case, any related notes) contained in the WGNB SEC Reports, including any WGNB SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of WGNB and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim consolidated financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect.

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6.6 Absence of Undisclosed Liabilities . No WGNB Entity has any Liabilities of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, except Liabilities that are accrued or reserved against in the consolidated balance sheets of WGNB as of June 30, 2006, included in the WGNB Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto. No WGNB Entity has incurred or paid any Liability since December 31, 2005, except for such Liabilities incurred or paid (i) in the ordinary course of business consistent with past business practice and that are not reasonably likely to have, individually or in the aggregate, a WGNB Material Adverse Effect, or (ii) in connection with the transactions contemplated by this Agreement.

6.7 Absence of Certain Changes or Events . Since June 30, 2006, except as set forth in the WGNB SEC Reports, (i) there have been no events, changes or occurrences which have had, or are reasonably likely to have, individually or in the aggregate, an WGNB Material Adverse Effect, and (ii) none of the WGNB Entities has taken any action, or failed to take any action, prior to the date of this Agreement, which action or failure, if taken after the date of this Agreement, would represent or result in a material breach or violation of any of the covenants and agreements of WGNB provided in Article 7.

6.8 Legal Proceedings .

(a) Except as disclosed in Section 6.8 of the WGNB Disclosure Memorandum, there is no Litigation instituted, pending or overtly threatened (or unasserted but considered probable of assertion and which if asserted would have at least a reasonable probability of an unfavorable outcome) against any WGNB Entity, or against any director, employee or employee benefit plan of any WGNB Entity, or against any Asset, interest, or right of any of them, nor are there any Orders of any Regulatory Authorities, other governmental authorities, or arbitrators outstanding against any WGNB Entity, that in any case would be required to be disclosed in a Form 10-K or Form 10-Q pursuant to Item 103 of Regulation S-K that are not so disclosed.

(b) There are no material uncured violations, or violations with respect to which material refunds or restitution may be required, cited in any compliance re

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