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Shareholder Letter
July 1, 2010

Dear Shareholder:

Over the past two years, our nation’s economy has been challenged in a manner which hasn’t been seen since the Great Depression. What began as the isolated problems of a handful of Wall Street insurance companies, brokerage firms and banks has trickled down to affect the lives of nearly all American families and businesses.

Keystone Bank has embraced time-tested and proven banking principles since our inception and, for the most part, have suffered to the degree our customers are suffering. As a result regulatory agencies routinely ask banks to raise capital in order to meet guidelines. In order to assume a proactive and prepared stance for your bank, please be advised that your Board of Directors would like to authorize the issuance of preferred stock in our organization. The reasons for the preparedness to issue preferred stock include:

(1) In the event that Keystone Bank should need to raise capital quickly, the availability of preferred stock would make new capital more accessible and would benefit the bank and all shareholders, and

(2) Special government programs, such as the TARP program which benefitted many banks across the nation, required participating banks to have preferred stock.

The leadership of Keystone Bank believes that the being prepared to meet sudden challenges is a prudent and strategic maneuver not only given our current economic conditions but in having flexibility to meet new opportunities in the future. We do not anticipate a need to issue preferred stock at this time; but having our shareholders authorize the availability of preferred stock is our objective. There will be no excuse for not being prepared should the need arise. Attached you will find a Notice of Meeting and Proxy, which have been prepared for your review and action. We encourage you to call us with any questions, comments or concerns you may have. As always, your active participation in the growth and prosperity of Keystone Bank is
appreciated.
Sincerely,

John F. Gittings             Gerald R. Smith, Jr.
CEO/CFO                          CEO/CLO

Notice of Annual Meeting of Shareholders
To Be Held on August 24, 2010

Notice is hereby given that the annual meeting (the “Meeting”) of shareholders of Keystone Bank (the “Bank”), Auburn, Alabama, will be held at the Bank’s Auburn office location at 2394 East University Drive, Auburn, Alabama 36830, on Tuesday, August 24, 2010, beginning at 4:00 p.m. local time for the following purposes:

1. Elect Directors. To elect as directors of the Bank the thirteen (13) individuals listed in the accompanying Proxy Statement.

2. Approve Amendment to Articles of Incorporation. To approve an amendment to the Bank’s Articles of Incorporation authorizing 2,000,000 shares of a new class of stock to be designated as “Preferred Stock” and authorizing the Board of Directors of the Bank to issue the shares of Preferred Stock and set the terms and conditions of the same without further shareholder approval.

3. Other Business. To transact such other or further business as may properly come before the shareholders at the Meeting and any adjournment or postponement thereof.

All shareholders, whether or not they expect to attend the Meeting in person, are requested to complete, date, sign and return the enclosed proxy in the accompanying envelope. The proxy may be revoked by the person executing the proxy at any time before it is exercised
by filing with the President of the Bank an instrument of revocation or a duly executed proxy bearing a later date, or by electing to vote in person at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS
W. Murray Neighbors, Chairman


July 1, 2010
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE BANK IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY. PLEASE RETURN YOUR PROXY BY 9:00 AM (LOCAL TIME) AUGUST 24, 2010. IF YOU PLAN TO VOTE IN PERSON AT THE MEETING, PLEASE ARRIVE BY 3:30 P.M.

Click here to download Proxy Form