The chairman and chief executive of First National Bancorp, Georgia's third-largest independent bank, said last week that he will step down because of a lack of support from some shareholders.

Richard A. McNeece, who arrived as president of the lead bank eight years ago and became chairman of the $3 billion-asset holding company in 1992, said he will leave June 30.

"I need to be in an environment where I can be totally effective and have the support of all the shareholders and management," said Mr. McNeece, 56. "This industry is going through tremendous change, and a bank needs to have strong leadership in this atmosphere."

Peter D. Miller, president and chief financial officer of Gainesville- based First National, will assume the day-to-day operating duties until a successor is found, the bank said.

Observers said Mr. McNeece had lost the support of the one person whose backing was essential - former chairman Ray McRae, who had groomed him.

The 71-year-old Mr. McRae, whose official title is chairman emeritus, came to the bank in 1953. He heads the executive committee recently formed to manage the transition, observers said.

"First National was Ray McRae," said a source close to the situation. "But then he was sitting there on the sidelines and watching this young guy doing all of these things and doing them well. I think it was a case of Harry Brock disease."

Harry B. Brock Jr. is the retired chairman of Compass Bancshares of Birmingham, Ala., who has launched a proxy battle against his former company in an attempt to wrest control of it from its current management and have the bank sold.

The source said Mr. McRae, who stepped down from the board last year, does not necessarily want to sell the company but has been uncomfortable with some of the innovative changes Mr. McNeece has implemented since he took over. Mr. McRae could not be reached for comment.

On the top of the list is a program promoted by Mr. McNeece at the beginning of last year to thoroughly examine and overhaul the corporate culture at the company and more clearly define the "vision" of First National's future.

Bank officials said there are no plans to discontinue any of these initiatives. They have been approved by the board, which will periodically review them, Mr. Miller said.

"You have to remember that we're dealing with a very conservative group of businessmen here who have very specific ideas about how the bank should be run," said Mack G. West, one of the 22 directors of the bank and mayor of East Ellijay.

The other recent significant event that may have caused concern occurred last fall when First National ventured far beyond its traditional northern Georgia market to acquire a $600 million-asset bank in Florida, FF Bancorp of New Smyrna.

First National had record earnings in 1994, but the last two quarters have shown slight declines. Net income decreased by 5.8% to $6.1 million in the first quarter of this year, reflecting in part the cost of Mr. McNeece's severance package, the bank reported. Returns on assets and equity in the first quarter were 1.05% and 10.77%, respectively, compared with 1.21% and 12.04% last year.n

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