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Features Macon Bank to convert to stock ownership

The Board of Directors of Macon Bancorp has unanimously adopted a plan to convert the company to stock ownership by offering shares of common stock to eligible depositors, as of Dec. 31, 2009, of Macon Bank, its subsidiary; to other depositors opening accounts after Dec. 31, 2009; to the bank’s borrowers; to residents of the communities the bank serves; and to the general public. The eligible depositors, other depositors and borrowers of the bank will have subscription rights (in that order of priority) superior to non-customer residents of the bank’s communities and the general public. It is currently anticipated that Macon Bancorp’s offering of stock will commence in April, 2011.

The purpose of the conversion is to raise additional capital to be invested in the bank. This will allow the bank to enhance the services it provides to its customers, have greater flexibility in structuring its operations, support future growth in the bank’s communities, and consider expanding its operations into new markets.

The consummation of the conversion is subject
to:

• approval of the plan by the members of Macon Bancorp by a majority vote;
• receipt of all required regulatory approvals;
• receipt of favorable tax opinions; and
• receipt and acceptance of subscriptions for shares of common stock with an aggregate purchase price within a range of the value of Macon Bancorp on an as converted basis to be established by an independent appraisal.

The conversion will not affect the bank’s relationships with its customers. Depositors will continue to hold accounts in the bank, insured by the FDIC to the full extent legally permissible, in the same amounts and with the same rates of return and general terms. The amounts, rates, maturities, collateral terms and other provisions of the loans of the bank to its borrowers will continue unchanged. The bank’s normal business operations will continue without interruption under its current policies and will be carried on in its existing offices by its present management and staff.

A proxy and prospectus will be sent to each member of Macon Bancorp as of a record date to be established for a special meeting of members to vote on the plan. Those documents will explain the plan and the proposed conversion in detail.

Macon Bank, Inc. is a North Carolina-chartered, locally-owned and operated financial institution that focuses on full-service banking, including small business customers. The bank operates 11 offices in Western North Carolina. On Dec. 31, 2010, the bank reported $1.012 billion in assets and 179 employees.

This notice of the proposed conversion of Macon Bancorp to stock ownership is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. Any offer will be made only by the prospectus to be distributed at a later time. The securities to be offered by Macon Bancorp will not be deposits or accounts of Macon Bank and will not be insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.





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