Directors and Managers Create Their OwnBonus Pool At Ex-CU

ALBANY, Ga. - (05/18/06) – Just a year after going public,Heritage Financial Group, known until 2001 as AGE FCU, approved abonus pool for managers and directors of comprised of 12 millionshares and options valued at more than $20 million, the creditunion-convert reported Wednesday. The Equity Incentive Plan wasapproved at this week’s annual shareholders meeting which iscontrolled by a mutual holding company that is controlled by thesame board and managers that will benefit from the plan. The bonuspool will be comprised of 771,149 restricted shares valued atalmost $10 million to be granted to top managers; 450,000 sharesvalued at almost $6 million to be granted under the employee stockownership plan; and 550,000 options to buy discounted shares,according to an annual proxy statement filed with the Securitiesand Exchange Commission. The shares will be awarded solely at thediscretion of the compensation committee of the board of directors.Heritage Financial is the holding company for Heritage Bank of theSouth, which was chartered as a credit union in 1955 to servesoldiers at the Marine Base in Albany, Ga. The ex-credit union sold30% of its ownership in an initial public offering last May withthe institution and its directors continuing to hold on to a 70%stake.