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FRY-6 OMB Number 7100-0297 Approval expires December 31, 2015 Page 1 of2

Board of Governors of the Federal Reserve System

~~(t3[E~\YJ!E~Annual Report of Holding Companies-FRY-

Report at the close of business as of the end of f iscal year

This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844 (c)(1)(A)); Section 8(a) of the International Banking Act (12 U.S.C. § 3106(a)); Sections 11(a)(1), 25 and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1 ), 602, and 611a); Section 211 .13(c) of Regulation K (12 C.F.R. § 211 .13(c)); and Section 225.5(b) of Regulation Y (12 C.F.R. § 225.5(b)) and section 10(c)(2)(H) of the Home Owners' Loan Act. Return to the appropriate Federal Reserve Bank the original and the number of copies specified.

MAP l 3 014 ~

By

This report form is to be filed by all top-tier bank holding compa­nies and top-tier savings and loan holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualify­ing foreign banking organization under Section 211 .23 of Regulation K (12 C.F.R. § 211 .23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or sponsor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid OMB control number.

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chair­man of the board must sign the report. I, John D. Adams

Name of the Holding Company Director and Official

Chief Financial Officer TIUe of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre­pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to infom7ation regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this infom7ation to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules egarding Availability of lnfom7ation, • 12 C.F.R. Part 261, that e ep r iMJS:i individual s t to pub{ release of all det ifs i rJ port c · idual.

o holding companies afil registered with the SEC-­Indicate status of Annual Report to Shareholders:

C8J Is included with the FR Y-6 report

0 will be sent under separate cover

0 is not prepared

For Federal Reserve Bank Use Only

RSSD ID 4~152-1 C.I. --------­

Date of Report (top-tier holding company's fiscal year-end):

December 31 , 2013 Month I Day I Year

Reporter's Name, Street, and Mailing Address

Southern Independent Bancshares, Inc. Legal TIUe of Holding Company

P 0 Box 307 (Mailing Address of the Holding Company) Street I P.O. Box

Opp AL 36467 City State Zip Code

503 North Main Street, Opp, AL 36467 Physical location (if different from mailing address)

Person to whom questions about this report should be directed:

John D Adams Chief Financial Officer Name nue 334-493-2265 Area Code I Phone Number I Extension

334-493-2273 Area Code I FAX Number

jadams@southernindependentbank.com

Address (URL) for the Holding CO pany's web page

Does the reporter request confidential treatment for any portion of this submission?

0 Yes Please Identify the report items to which this request applies:

O In accordance with the instructions on pages GEN-2 and 3, a letter justifying the request Is being provided.

O The Information for which confidential treatment is sought Is being submitted separately labeled "Confidential."

cgj No

Public reporting burden for this Information collectlon Is esllmated to vary from 1.3 to 101 hours per response. With an average of 5.25 hours per response, Including lime to gather and maintain data In the required form and to review Instructions and complete the lnformaUon collection. Send comments regarding this burden estimate or any other aspect of this collection of information, Including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, N.W .. Washington, DC 20551, and to the Office of Management and Budget, Paperwork ReducUon Project (7100-0297). Washington, DC 20503.

1212012

FR Y-6 Page 2 of 2

For Use By Tiered Holding Companies Top-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies below.

Physical location (of different from maihng address) Physical location (if different from mailing address)

legal Titte of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O Box

City State Zip Code

Physical location (if d ifferent from mailing address)

legal Trtle of Subsidiary Holding Company

(Mamng Address of the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code

Physical location (if different from matting address)

Legal lide of Subsidiary Holding Company

(Malling Address ol the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code

Physical location (ii d ifferent from mailing address)

legal li1le of Subsidiary Holding Company

(Malling Address or the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code

Physical location (ff different lrom mafllng address)

Legal Tide of Subsidiary Holding Company

(Ma1hng A ddress of the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code

Physical location (if different from mailing address)

Legal Tide of Subs1d1ary Holding Company

(Mafhng Address of the Subs1d1ary Holding Company) Street I P.O. Box

City State Zip Code

Physical location (if different from mailing address)

legal Tide of Subsidiary Holding Company

(Manlng Address ol the Subsid iary Holding Company) Street I P.O. Box

City State Zip Code

legal Trtle of Subs1d1ary Holding Company

(Mailing Address of the Subs1d1ary Holding Company) Street I P.O Box

Coty State Zip Code

12/2012

Form FR Y-6

Southern Independent Bancshares, Inc

Opp, AL

Fiscal Year Ending December 31, 2013

1: See attachments for annual reports (aud ited financial staments for the

year 2013).

2(a) : Organizational Chart

Southern Independent Bancshares, Inc.

Opp, AL

Incorporated in Alabama

100%

Southern Independent Bank

Opp, AL

Incorporated in Alabama

2(b) : See attachment for Branch Verificat ion.

Results: A list of branches for your BHC: SOUTHERN INDEPENDENT BANCSHARES, INC. (4297S27) of OPP, AL.

The daui are as of 12/31/2013. Data reflects information that was received and processed through 02/24/2014.

Reconciliation and Verification Steps

1 In the Data Action column of ea(:h branch row, enter one or more of the Kt•ons specified below

2 If required, enter the dale on the Effective Date column

~ OK: If the branch mformatlOn 1s correct. enter 'OK' m the Data Act.Jon column

Chance: If the branch mformat1on 1s incorrect or incomplete, revise the dab!, enter "Change' in the: Data Action column and the date when this 1nformat1on first became valid 1n the Effective Date column.

Closo: If a branch hsted was sold or closed, enter 'Close' on the Data Action column and the sale or closure dale on the Effective Date column

Delete: Ir a b~nch hsted was never owned by this depository mst1tut10n, enter 'Delete' m the Data Action column.

Add: If a reportable branch Is mW1ng, insert a raw, add the branch dat'a, and enter 'Add' 1n the Data Action column and the opemna or acqu1s1t1on date 1n the: Effect.Ive Oitte column.

If printing lhos list, you may need lo adjust your page setup in MS Excel Try uson1 landscape ornmUlllon, page scaling. and/or legal Siled paper

Submission Procedure

When you are finished, send a saved copy lo your FRB contact. See the detailed instructions on this site for more lnformauon.

If you are e-mailing th is to your FRB conuic:t, put your onstnuuon name, coty and state in the subject line of the e-mail.

Note:

To satisfy the FR Y-10 reporting requirements , you must also submol FR Y-10 Domestic Branch Schedules for each branch wolh a Data Action of Chan11e, Clo••. Delete, or Add.

The FR Y-10 report may be submitted In a hardcopy formal or voa lhe FR Y- 10 Online appllcotion • httpsJ/ylOonhne.federalre•erve.11ov.

• FDIC UNINUM, Office Number. and ID_RSSD column• are for reference only. Veroflcalion of these values ls not required.

oata

Action

Effective

Date Branch Service Tv""

Britnch

ID RSSD' Popular Name Street Addres• aiv State ZloCode Countv Counlly

FDIC

UNINUM'

On100

Number• Head Office

HeadUTnce

ID RSSD' Comments

OK

Full Sennce (Head

Office) 3531176

SOUTHERN

INDEPENDENT BANK 503 NORTH MAIN STREET OPP Al 36467 COVINGTON

UNITED

STATES 447334 0

SOUTliERN

INDEPENDENT BANK 3S31176

OK Full Servoce 3531185 ANDALUSIA BRANCH 1417 OR MlK JR EXPRESSWAY ANDALUSIA Al 36420 COVINGTON

UNITED

STATES 457600 l

SOUTHERN

INDEPENDENT BANK 3531176

Form FR Y-6

Southern Independent Bancshares, Lnc

Opp, AL Fiscal Year Ending December 31, 20 13

Report Item 3: Securities Holders

( l)(a)(b)( c) and (2)(a)(b)(c) C urrent securities holders with ow nership, control or holdings of 5% or

more with power to vote as of fiscal year ending 12-31-2013

Securities holders not listed in 3(1)(c) that had ownership, control or holdings

of5% or more with power to vote during the fiscal year ending 12-31-2013

( I )(c )

( 1 )(a) (l )(b) Number and Percentage

Name C ountry of C iti:unship of Each C lass of Voting

C ity, S tate, Country or Incorporation Securities

(2)(a) (2)(b)

Name Country of C itizenship

C ity, State, Country or Incorporation

(2)(c)

Number and Percentage

of Each C lass of Voting

Securities

Estate of

Ferris P Youmans

Opp, AL

USA 33,085 - 2. 7% Common INone

Stock (a)

Donna Youmans

Opp, AL

USA 2 1,559 - 1.8% Common

Stock (a)

Spencer Youmans

Opp, AL

USA 5,329 - .4% Common

Stock (a)

Oak Management

Opp ,AL

USA 20,000 - 1.6% Common

Stock {b)

Oak Investments

Opp, AL

USA 17,339 - 1.4% Common

Stock (b)

Maru Murphy Trust

Opp, AL

USA 1, 122 - 0.09% Common

Stock (a) (c)

(a) Fam ily group of Ferris P. Youmans, deceased.

(b) Estate of Ferris P. Youmans votes these shares.

(c )Renee Anderson (Ferris P Youmans's amd Maru Murphy's sister) is trustee of the Maru Murphy Trust

Form FR Y-6

Southern Independent Bancshares, Inc

Opp, AL

Fiscal Year Ending December 3 1, 201 3

Report Item 4: Insiders

(1), (2), (3)(a)(b)(c) and (4)(a)(b)(c)

(4)(c)

List names or other

(4)(b) companies (includes

(4)(a) Percentage or partnerships) if25% or

-(2) (J)(a) (J)(b) (J)(c) Percentage of Voting more or voting

· (I) Principal Title & Position Tille & Positio n Tille & Position with Voting Securities in securities arc held

Name Occupation if other with Bank with Subsidiaries O ther Businesses Securities in S ubsidia ries (List names or companies

C ity,SUte than with Bank Holding (Include Names (Including names or Ba nk Holding (Include names a nd or percentage or voti ng

Country Holding Company Company of Subsidiaries) Other Businesses) Company or subsidiaries) securities held)

Guy II Wilkes, JR

Andalusia. AL

John D Adams

Opp, AL

Robcn S Boothe

Opp, AL

Roben B Burkhardt

Andalusia. AL

NIA

NIA

Reured

Vctennarian

Denust

Director&

CEO

Director&

CFO

Director

Director

Director &

CEO

(Southern Independent

Bank)

Director & CFO

(Southern Independent

Bank)

Director

(Southern Independent

Bank)

Director

(Southern Independent

Bank)

NIA 0004% NIA NIA

NIA 0.16% NIA NIA

Sole Proprietor

& Farmer

3.9% NIA NIA

Owner (Andalusia

Dental Group)

0.9% NIA NIA

Charles P Cope Re tired

Andalusia, AL Insurance

Executive

Olan I Jarden Entrepreneur

Andalusia, A.I

Norma I Jobson Funeral Director

Andalusia, AL

Johnnie Jackson Ill Car Dealer

Opp. AL

Wesley Laird Lawyer

Opp, AL

Charles r Smith Pharmacist

Florala, AL

Gary L Smith CEO

Andalusm, AL

James 11 Tillman, JR Optometrist

Andalusia, AL

Estate of

Fems P Youmans Deceased

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

(Southern Independent

Bank}

Director

(Southern Independent

Bank)

Director

(Southern Independent

Bank)

Director

(Southern Independent

Bank)

Director

(Southern Independent

Bank)

Director

(Southern Independent

Bank)

Director

(Southern Independent

Bank)

Director

(Southern Independent

Bank)

Director

NIA

President

(Harden

Enterprises)

President (Forman

Brown Funeral Home)

President (J.M.

Jackson Chevrolet)

Panner (Laird

Baker & Blackstock)

President (Pharm-A-

Care Pharmacy)

CEO (Power

South)

Owner (Andalusia

EyeCl m1c)

0.8%

08%

39%

0.8%

2.8%

I 7%

2.1%

1.2%

5.9%

NIA NIA

NIA NIA

NIA NIA

NIA NIA

NIA NIA

NIA NIA

NIA NIA

NIA NIA

Opp, AL (a) (b)

Spencer Youmans

Opp ,AL(a)

Student NIA

(Southern Independent

Bank)

NIA NIA 04%

NI/\

NIA

NIA

NIA

Donna Youmans

Opp, AL (a)(c)

House Wife&

Pnvate Investor

NIA NIA NIA 18% NIA NIA

(a) Family of Ferns P Youmans and Donna Youmans

(b) Includes shares owned by Oak Investments and Oak Management and shares in M Murphy Trust that are voted by The Estate of Ferris P Youmans

( c) Executor of the Estate of Fems P. Youmans