PROPOSAL ONE: ELECTION OF DIRECTORS

     The Board of Directors is currently composed of thirteen members, and after the Annual Meeting, assuming all of the nominees listed below are elected, the Board of Directors will also be composed of thirteen members. Our current directors are as follows:

     Directors of the Company are elected at the annual meeting of the Company’s shareholders. In accordance with the Company’s articles of incorporation, the Board of Directors is divided into three classes, Class I, Class II and Class III, whose terms are staggered so that approximately one-third of the Board is elected at each annual meeting of the shareholders. Members of each class serve for a term of three years and until their successors are elected. Under the Company’s Articles of Incorporation and Bylaws, vacancies occurring on the Board of Directors between annual meetings may be filled by the vote of a majority of the directors then in office to serve for the unexpired term of the director whose vacancy is being filled. The Class I directors serve until the expiration of their terms at the 2006 annual meeting of shareholders. The Class II directors terms expire at the upcoming 2004 Annual Meeting, and have been nominated for reelection at the Annual Meeting. The Class III directors serve until the expiration of their terms at the 2005 annual meeting of shareholders.

Current Nominees for Director

     The biographies of the Class II directors, each of whom has been nominated for reelection at the Annual Meeting, follows. Except as otherwise indicated, each nominee has been or was engaged in his or her present or last principal occupation, in the same or a similar position, for more than five years. The Board recommends that you vote “FOR” the election of each of the five nominees.

      Lloyd Greer Ewing has served as a director of the Company since August 1989, and of Community National Bank, the Company’s wholly-owned subsidiary (“CNB”), since August 1990. He

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served as Chairman of the Board for the Company from August 1996 to July 1998. Mr. Ewing joined Ewing Buick, Pontiac, GMC Trucks, Inc. in 1973 and has held various positions in that company. He is now its President and General Manager. Mr. Ewing is a former member of the Board of Directors at First Federal Savings Bank of Turner County.

      Grady Elmer Moore has served as a director of the Company since August 1989, and of CNB since August 1990. Mr. Moore runs a row crop operation, G.M. Farms, Inc., which he has managed for the past thirty-six years.

      Sara Ruth Raines currently serves as the Chairman of the Board of the Company. She has served as a director of the Company since August 1989, and as a director of CNB since August 1990. Ms. Raines also served as Chairman of the Board of CNB from August 1998 to August 2000. She is the President of Raines Investment Group, Inc., which is a franchisee of Aaron’s Sales and Leasing.

      Joe Sheppard has served as a director of the Company since May 1999. He has served as Chairman of the Board of Resource Systems, Inc., an Atlanta-based company engaged in the telecommunications business, for more than seven years.

Continuing Class I Directors

      T. Brinson Brock has served as a director of the Company since August 1989, as President and Chief Executive Officer of CNB since March 24, 1998, a director and Secretary of CNB since August 1990, and as a director of First National Bank, Tarpon Springs (“Tarpon”), a subsidiary of the Company, since February 2000. In addition, he served as the President and Chief Executive Officer of the Company from June 1999 until June 2002, as Executive Vice President and Acting Chief Executive Officer from March 24, 1998 to June 7, 1999, and as Secretary of the Company from November 1989 to May 1998. Mr. Brock raises beef cattle and places many FFA and 4H show calves for club members across the state. He also raises quarter and registered miniature horses, which his children show and sell. He serves as Vice President of the Turner County Cattlemen’s Association. He is an active member of the Agricultural Committee of the Georgia Banker’s Association and is an instructor in various American Institute of Banking and bank training programs. Mr. Brock is a member of both the Turner and Crisp County Chambers of Commerce. He is a deacon of Ashburn First Baptist Church.

      Willis R. Collins has served as director of the Company since August 1989, and served as Chairman of the Board from August 2000 to July 2002 and from August 1990 to July 1992. He has served as a director of CNB since August 1990. Mr. Collins served as a Commissioner of Turner County, Georgia from 1986 to 1993. He founded Cotton Warehouse, Inc. in 1988 and is a partner and manager of Arabi Gin Company.

      Shirley Crawford has served as a director of the Company and of CNB since July 2002. She is a community volunteer in Turner County.

      Donald M. Crews has served as a director of the Company since May 1999. Mr. Crews has been the owner and operator of Furniture Factory Outlet, St. Marys, Georgia, since 1985. Mr. Crews also owns and manages real estate. Mr. Crews is a past director of the Camden/Kingsbay Chamber of

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Commerce and the Camden/Kingsbay Navy League and has served for seven years on the Better Business Committee for Camden County.

      Benny W. Denham has served as a director of the Company since August 1989 and of CNB since August 1990. Mr. Denham currently serves as the Chairman of the Board of CNB and served as Chairman of the Board of the Company from August 1992 to July 1994. Mr. Denham is a co-owner of Denham Farms and has operated this farming business since 1951. Mr. Denham has been a director of Oglethorpe Power Company since 1988, and serves as its Chairman. Mr. Denham also serves on the Georgia Electric Membership Corporation Executive Committee and is a past President. He is also director of Irwin Electric Membership Corporation and served as Chairman for several years. Mr. Denham served as a Commissioner of Turner County, Georgia from 1980 to 1990.

Continuing Class III Directors

      Bobby Y. Franklin has served as a director of the Company since May 1999. Mr. Franklin has been the owner and operator of B&D Tire Company in Kingsland, Georgia, since 1979 and the owner of Franklin Properties in Hilliard, Florida, since 1979. Mr. Franklin serves as director of the Georgia Tire and Retreaders Dealers Association.

      Benjamin E. Walker has served as a director of the Company since August 1989, and of CNB and Tarpon since August 1990 and March 2000, respectively. He served as Chairman of the Board of the Company from August 1994 to July 1996. Mr. Walker is a part-owner of M & W Sportswear, Inc., a local garment contracting company. Mr. Walker is also a co-owner of SWS Garment, Inc., a uniform manufacturing company in Fitzgerald, Georgia.

      Jimmie Ann Ward has served as a director of the Company since August 1989, and of CNB since August 1990. Mrs. Ward is Vice President of Ward Land Company and is a community volunteer in Turner County.

      Freddie J. Weston, Jr. has served as a director of the Company since August 1989, as a director of CNB since August 1990, and as Chairman of CNB from August 2000 to July 2002. Mr. Weston served in the U.S. Army for more than twenty-five years, retiring in October 1981. From 1983 until his retirement in 2002, he served as the coordinator of Vocational Academic Education at Turner County High School, where he was Assistant Principal and Principal.

Meetings of the Board of Directors and Committees

     The Company’s Board of Directors held 11 meetings during the year ended December 31, 2003. Each director attended at least 75% of the aggregate of the total number of board meetings and of the meetings of each board committee on which he or she served.

     The Board of Directors has established a standing Audit Committee composed of Willis R. Collins (Chairman), Lloyd G. Ewing and Benjamin E. Walker, each of whom is independent as defined in the listing standards of NASDAQ. The Board of Directors has determined that there is no “audit

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committee financial expert,” as defined by the rules of the SEC, serving on the Audit Committee at this time. The Board believes that the current Audit Committee, as a whole, possesses the necessary financial sophistication, expertise, and understanding of the Company’s business and industry to effectively oversee the Company’s audit process and financial reporting, and to discharge the other responsibilities delineated in the Company’s Audit Committee Charter, a copy of which is attached hereto as Appendix A. The Board also believes that, given the size, industry, and financial resources of the Company, recruiting an individual who qualifies as an audit committee financial expert would be prohibitively expensive, if such an individual could be successfully recruited at all. The Board and the Audit Committee will continue to monitor the Audit Committee’s performance and continue to assess the desirability of recruiting an audit committee financial expert. In 2003, the Audit Committee recommended the appointment of the Company’s independent auditors, met with the independent auditors to review their report on the financial statements of the company, and carried out various other responsibilities.

     The Board of Directors has established a standing Nominating Committee composed of Ms. Raines and Messrs. Collins and Denham and has adopted a Nominating Committee Charter, a copy of which is attached hereto as Appendix B. See “Nominations Process” below for information regarding the Company’s policies and procedures for director nominations.

Executive Officers

     Biographical information for each of the Company’s executive officers is set forth below.

      Theron G. Reed , age 61, has served as the Company’s President and Chief Executive Officer of the Company since June 2002. He is a co-founding director of the Company and served as its first President and Chief Executive Officer from November 1989 until March 1998. Mr. Reed served as president of Rockwood Industries from March 1998 to June 2002. He was employed by the Ashburn Bank from 1965 until April 1989, serving as President and CEO from March 1980 until his resignation in April 1989.

      W. Paul Gephart , age 45, is the Company’s Chief Financial Officer. Mr. Gephart, a Certified Public Accountant, has served as the Chief Financial Officer of Tarpon since August 11, 2003. From August 2002 through August 2003, Mr. Gephart was the principal of Gephart, CPA, a public accounting firm in Tampa, Florida. He also served as Chief Financial Officer of Vertical Health Solutions, Inc., an SEC reporting marketing company based in Largo, Florida, from August 2001 through August 2002, and was employed by MaxxAir Vent Corporation, a manufacturer of injection molded RV products from January 2001 through August 2001 and ASI Building Products, Inc., a building materials distributor based in Tampa, Florida, from 1989 through 2000.

     The Board elects the executive officers to serve until they are removed, replaced or resign.

Executive Compensation

     The following table sets forth the compensation paid to the named executive officers of the Company for each of the Company’s last three completed fiscal years:

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