IN THE UNITED STATES DISTRICT COURT
                  FOR THE SOUTHERN DISTRICT OF MISSISSIPPI
                              JACKSON DIVISION

   UNITED STATES OF AMERICA,
   Plaintiff,

   v.

   FIRST NATIONAL BANK
   OF VICKSBURG,
   Defendant.

   ______________________________

                               CONSENT DECREE

   The United States files this Consent Decree simultaneously with its
   Complaint against the First National Bank of Vicksburg (hereinafter
   "Bank") alleging violations of the Fair Housing Act (Title VIII of the
   Civil Rights Act of 1968, as amended by the Fair Housing Amendments
   Act of 1988), 42 U.S.C. {{ 3601-3619; and the Equal Credit Opportunity
   Act, 15 U.S.C. {{ 1691-1691f. The Complaint alleges that the Bank has
   engaged in policies and practices that discriminated on the basis of
   race in the extension of unsecured home improvement loans by
   subjecting its black customers to terms and conditions for unsecured
   home improvement loans that resulted in their paying more for their
   loans than similarly situated white customers.

   The Bank neither admits nor denies all of the allegations in the
   Complaint and states that it has never discriminated on the basis of
   race in its unsecured home improvement loan business.

   More specifically, the United States alleges that the Bank has for a
   number of years offered unsecured home improvement loans which were
   either single payment loans, to be paid in full at maturity, or
   amortized, with monthly payments due during the loan term. Interest on
   single payment loans was calculated by the simple interest method
   while the interest on amortized loans was calculated, until July 1993,
   either as simple interest or add-on interest. The add-on interest
   method resulted in a significantly higher annual percentage rate than
   simple interest. The United States alleges that nearly all of the
   Bank's black customers for unsecured home improvement loans were
   treated in a disparate fashion with respect to repayment terms and
   interest rates. An investigation by the Comptroller of the Currency
   showed that during calendar year 1992, 97% (59 of 61) of the Bank's
   black customers for unsecured home improvement loans received
   amortized loans, while 49% (62 of 126) of the Bank's white customers

                    IN THE UNITED STATES DISTRICT COURT
                  FOR THE SOUTHERN DISTRICT OF MISSISSIPPI
                              JACKSON DIVISION

   UNITED STATES OF AMERICA,
   Plaintiff,

   v.

   FIRST NATIONAL BANK
   OF VICKSBURG,
   Defendant.

   ______________________________

                                 COMPLAINT

   The United States of America alleges:

    1. This action is brought by the United States to enforce the
       provisions of Title VIII of the Civil Rights Act of 1968 (the Fair
       Housing Act), as amended by the Fair Housing Amendments Act of
       1988, 42 U.S.C. §§3601-3619, and the Equal Credit Opportunity Act,
       15 U.S.C. §§1691-1691f.
    2. This Court has jurisdiction of this action pursuant to 28 U.S.C.
       §1345, 42 U.S.C. §3614, and 15 U.S.C. §1691(h).
    3. Defendant, First National Bank of Vicksburg (hereinafter "First
       National"), is a national bank doing business in the State of
       Mississippi. First National is a subsidiary of First National
       Corporation incorporated in the State of Mississippi. Its
       principal place of business is at 1301 Washington Street,
       Vicksburg, Mississippi 39180. Its business includes engaging in
       residential real estate-related transactions and regularly
       extending credit to persons.
    4. As of June 1993, First National had approximately $238,514,000 in
       deposits, assets of $276,652,000, equity capital of $28,958,000,
       and 8 branch offices.
    5. As a national bank, First National is subject to the regulatory
       authority of the Office of the Comptroller of the Currency. As a
       federally regulated lending institution, First National is subject
       to federal laws governing fair lending, including the Fair Housing
       Act and the Equal Credit Opportunity Act.
    6. Since at least 1985, First National has offered and extended
       unsecured loans to individuals for the purpose of "improving,
       repairing or maintaining a dwelling" as defined by 42 U.S.C.
       3602(b) and 3605(b)(1)(A). (Hereinafter referred to as "unsecured,
       home improvement loans.") The unsecured home improvement loans
       offered by First National were either single payment loans, which