As filed with the Securities and Exchange Commission on November __, 2007

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                     SOUTHEASTERN BANK FINANCIAL CORPORATION
                     ---------------------------------------
             (Exact name of Registrant as specified in its charter)

            Georgia                                               58-2005097
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                    3530 Wheeler Road, Augusta, Georgia 30909
                    -----------------------------------------
              (Address of principal executive offices and zip code)

 SOUTHEASTERN BANK FINANCIAL CORPORATION 2006 AND 2000 LONG-TERM INCENTIVE PLANS
                            (Full Title of the Plan)
                            ------------------------

                                R. Daniel Blanton
                                  President and
                             Chief Executive Officer
                     Southeastern Bank Financial Corporation
                                3530 Wheeler Road
                             Augusta, Georgia 30909
                          ----------------------------
                     (Name and address of agent for service)

                                 (706) 738-6990
                       ---------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                      Proposed Maximum     Proposed Maximum      Amount of
  Title of Securities Amount to be     Offering Price     Aggregate Offering   Registration
   to be Registered    Registered        Per Share              Price               Fee
<S>                   <C>            <C>                 <C>                   <C>
-------------------------------------------------------------------------------------------
Common Stock,          451,751(1)
3.00 par value          Shares          $36.00(2)          $16,263,036(3)         $499.28

-------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes  201,751  shares  subject to options issued under the Registrant's
     2000  Long-Term  Incentive  Plan  and  250,000 shares subject to incentives
     issued  or  issuable  under the Registrant's 2006 Long-Term Incentive Plan.
     This  Registration  Statement  also  covers  such  indeterminable number of
     additional  shares  as may become issuable to prevent dilution in the event
     of  a  stock  split,  stock  dividend,  reclassification  or  other similar
     transaction  pursuant  to  the  terms  of  the  plans.

(2)  The average  of the high and low prices of the Registrant's Common Stock as
     reported  by  the  Over-the-Counter  Bulletin  Market for October 31, 2007.

(3)  The aggregate  offering  price  is  calculated  solely  for  the purpose of
     determining  the  registration  fee  pursuant  to  Rule 457(h)(1) under the
     Securities  Act  of  1933,  as  amended.


<PAGE>
                                     PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 have been and will be
sent or given to participants in the Plans as required by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference (Commission File No.
0-23980):

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2006;

     (2)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 2007 and June 30, 2007;

     (3)  The Registrant's Current Reports on Form 8-K filed on January 12,
          2007; February 1, 2007; April 30, 2007; May 4, 2007; July 31, 2007;
          and October 23, 2007; and

     (4)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Bylaws generally provide that any director will be
indemnified against liability, expenses and amounts paid in settlement in a
proceeding in which the director was made a party by reason of the fact he is or
was a director, except to the extent indemnification is not authorized by the
Georgia Business Corporation Code (the "Code").  Indemnification may be granted
to officers, agents or employees at the discretion of the Board, subject to any
limitations under the Code.  The Code provides that the Registrant may not
indemnify any officer for any liability or expenses incurred by such officer (i)
for any appropriation, in violation of his duties, of any business opportunity
of the Registrant; (ii) for any acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) for the types of liability set
forth in Section 14-2-832 of the Code or successor provisions; or (iv) for any
transaction from which the officer derives an improper personal benefit.
Directors generally  may not be indemnified under the Code in connection with
proceedings by or in the right of the Registrant or in cases in which they are
adjudged liable on the basis of the receipt of an improper personal benefit.
The Registrant's Bylaws provide for the advancement of expenses at the outset of
a proceeding upon the receipt from the indemnitee of the written affirmation and
repayment promise required by


                                      II-1
<PAGE>
Section 14-2-856 of the Code.  Under the Bylaws, shareholders are entitled to
notification of any indemnification paid to the directors.

     The Registrant maintains an insurance policy insuring the Registrant and
directors and officers of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:

Exhibit
  No.                              Description
-------                            -----------

5.1                 Opinion  of  Powell  Goldstein  LLP  with  respect  to  the
                    securities  being  registered,  including  consent.

23.1                Consent of counsel (included in Exhibit 5.1).

23.2                Consent of independent accounting firm.

24.1                Power of Attorney (see signature pages to this Registration
                    Statement).

99.1                Southeastern  Bank  Financial  Corporation  2006  Long-Term
                    Incentive  Plan (incorporated by reference from Exhibit 10.1
                    to  the  Registrant's  Quarterly Report on Form 10-Q for the
                    quarter  ended  June  30,  2006).

99.2                Southeastern  Bank  Financial  Corporation  2000  Long-Term
                    Incentive Plan (incorporated by reference from Appendix A to
                    the Registrant's Proxy Statement for its 2001 Annual Meeting
                    of  Shareholders,  as  filed  on  March  29,  2001).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities  Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a


                                      II-2
<PAGE>
          fundamental change in the information set forth in the Registration
          Statement. Notwithstanding the foregoing, any increase or decrease in
          volume of securities offered (if the total dollar value of securities
          offered would not exceed that which was registered) and any deviation
          from the low or high and of the estimated maximum offering range may
          be reflected in the form of prospectus filed with the Commission
          pursuant to Rule 424(b) if, in the aggregate, the changes in volume
          and price represent no more than 20 percent change in the maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.

     (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such


                                      II-3
<PAGE>
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                      II-4
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Augusta, State of Georgia, on this the 1st day of
November, 2007.

                                      SOUTHEASTERN BANK FINANCIAL
                                      CORPORATION


                                      By:   /s/ DarrellR. Rains
                                         ---------------------------------------
                                            Darrell R. Rains
                                            Chief Financial Officer


                                POWER OF ATTORNEY
                                -----------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of R. Daniel Blanton and Darrell R. Rains as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing required or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or their substitutes, could
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the dates indicated.

                                      Chairman of
/s/ Robert W. Pollard, Jr.             the Board            November 1, 2007
---------------------------


                                     Vice Chairman
/s/ Edward G. Meybohm                and Director           November 1, 2007
---------------------------


                                      II-5
<PAGE>
                                   President, Chief
                                   Executive Officer
/s/ R.Daniel Blanton                  and Director          November 1, 2007
---------------------------  (principal executive officer)


                                    Executive Vice
/s/ Ronald L. Thigpen                  President,           November 1, 2007
---------------------------     Chief Operating Officer
                                     and Director


/s/ William J. Badger                  Director             November 1, 2007
---------------------------


/s/ Warren A. Daniel                   Director             November 1, 2007
---------------------------


                                       Director             November 1, 2007
---------------------------

                                       Secretary
/s/ Randolph M. Smith, M.D.          and Director           November 1, 2007
---------------------------


/s/ John W. Trulock, Jr.               Director             November 1, 2007
---------------------------


                                Chief Financial Officer
/s/ Darrell R. Rains            (principal financial and    November 1, 2007
---------------------------       accounting officer)

                                      II-6
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{"company-data": {"conformed-name": "Southeastern Bank Financial CORP", "cik": "0000880116", "assigned-sic": "6022", "irs-number": "582005097", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-147119", "film-number": "071211058"}, "business-address": {"street1": "3530 WHEELER RD", "city": "AUGUSTA", "state": "GA", "zip": "30909", "phone": "7067386990"}, "mail-address": {"street1": "3530 WHEELER RD", "city": "AUGUSTA", "state": "GA", "zip": "30909"}, "former-company": {"former-conformed-name": "GEORGIA BANK FINANCIAL CORP /GA", "date-changed": "19940506"}}
As filed with the Securities and Exchange Commission on November __, 2007

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                     SOUTHEASTERN BANK FINANCIAL CORPORATION
                     ---------------------------------------
             (Exact name of Registrant as specified in its charter)

            Georgia                                               58-2005097
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                    3530 Wheeler Road, Augusta, Georgia 30909
                    -----------------------------------------
              (Address of principal executive offices and zip code)

 SOUTHEASTERN BANK FINANCIAL CORPORATION 2006 AND 2000 LONG-TERM INCENTIVE PLANS
                            (Full Title of the Plan)
                            ------------------------

                                R. Daniel Blanton
                                  President and
                             Chief Executive Officer
                     Southeastern Bank Financial Corporation
                                3530 Wheeler Road
                             Augusta, Georgia 30909
                          ----------------------------
                     (Name and address of agent for service)

                                 (706) 738-6990
                       ---------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
                                      Proposed Maximum     Proposed Maximum      Amount of
  Title of Securities Amount to be     Offering Price     Aggregate Offering   Registration
   to be Registered    Registered        Per Share              Price               Fee
-------------------------------------------------------------------------------------------
Common Stock,          451,751(1)
3.00 par value          Shares          $36.00(2)          $16,263,036(3)         $499.28

-------------------------------------------------------------------------------------------
(1)  Includes  201,751  shares  subject to options issued under the Registrant's
     2000  Long-Term  Incentive  Plan  and  250,000 shares subject to incentives
     issued  or  issuable  under the Registrant's 2006 Long-Term Incentive Plan.
     This  Registration  Statement  also  covers  such  indeterminable number of
     additional  shares  as may become issuable to prevent dilution in the event
     of  a  stock  split,  stock  dividend,  reclassification  or  other similar
     transaction  pursuant  to  the  terms  of  the  plans.

(2)  The average  of the high and low prices of the Registrant's Common Stock as
     reported  by  the  Over-the-Counter  Bulletin  Market for October 31, 2007.

(3)  The aggregate  offering  price  is  calculated  solely  for  the purpose of
     determining  the  registration  fee  pursuant  to  Rule 457(h)(1) under the
     Securities  Act  of  1933,  as  amended.
PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 have been and will be
sent or given to participants in the Plans as required by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference (Commission File No.
0-23980):

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2006;

     (2)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 2007 and June 30, 2007;

     (3)  The Registrant's Current Reports on Form 8-K filed on January 12,
          2007; February 1, 2007; April 30, 2007; May 4, 2007; July 31, 2007;
          and October 23, 2007; and

     (4)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Bylaws generally provide that any director will be
indemnified against liability, expenses and amounts paid in settlement in a
proceeding in which the director was made a party by reason of the fact he is or
was a director, except to the extent indemnification is not authorized by the
Georgia Business Corporation Code (the "Code").  Indemnification may be granted
to officers, agents or employees at the discretion of the Board, subject to any
limitations under the Code.  The Code provides that the Registrant may not
indemnify any officer for any liability or expenses incurred by such officer (i)
for any appropriation, in violation of his duties, of any business opportunity
of the Registrant; (ii) for any acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) for the types of liability set
forth in Section 14-2-832 of the Code or successor provisions; or (iv) for any
transaction from which the officer derives an improper personal benefit.
Directors generally  may not be indemnified under the Code in connection with
proceedings by or in the right of the Registrant or in cases in which they are
adjudged liable on the basis of the receipt of an improper personal benefit.
The Registrant's Bylaws provide for the advancement of expenses at the outset of
a proceeding upon the receipt from the indemnitee of the written affirmation and
repayment promise required by

                                      II-1
Section 14-2-856 of the Code.  Under the Bylaws, shareholders are entitled to
notification of any indemnification paid to the directors.

     The Registrant maintains an insurance policy insuring the Registrant and
directors and officers of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:

Exhibit
  No.                              Description
-------                            -----------

5.1                 Opinion  of  Powell  Goldstein  LLP  with  respect  to  the
                    securities  being  registered,  including  consent.

23.1                Consent of counsel (included in Exhibit 5.1).

23.2                Consent of independent accounting firm.

24.1                Power of Attorney (see signature pages to this Registration
                    Statement).

99.1                Southeastern  Bank  Financial  Corporation  2006  Long-Term
                    Incentive  Plan (incorporated by reference from Exhibit 10.1
                    to  the  Registrant's  Quarterly Report on Form 10-Q for the
                    quarter  ended  June  30,  2006).

99.2                Southeastern  Bank  Financial  Corporation  2000  Long-Term
                    Incentive Plan (incorporated by reference from Appendix A to
                    the Registrant's Proxy Statement for its 2001 Annual Meeting
                    of  Shareholders,  as  filed  on  March  29,  2001).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities  Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a

                                      II-2
fundamental change in the information set forth in the Registration
          Statement. Notwithstanding the foregoing, any increase or decrease in
          volume of securities offered (if the total dollar value of securities
          offered would not exceed that which was registered) and any deviation
          from the low or high and of the estimated maximum offering range may
          be reflected in the form of prospectus filed with the Commission
          pursuant to Rule 424(b) if, in the aggregate, the changes in volume
          and price represent no more than 20 percent change in the maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.

     (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such

                                      II-3
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Augusta, State of Georgia, on this the 1st day of
November, 2007.

                                      SOUTHEASTERN BANK FINANCIAL
                                      CORPORATION

                                      By:   /s/ DarrellR. Rains
                                         ---------------------------------------
                                            Darrell R. Rains
                                            Chief Financial Officer

                                POWER OF ATTORNEY
                                -----------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of R. Daniel Blanton and Darrell R. Rains as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing required or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or their substitutes, could
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the dates indicated.

                                      Chairman of
/s/ Robert W. Pollard, Jr.             the Board            November 1, 2007
---------------------------

                                     Vice Chairman
/s/ Edward G. Meybohm                and Director           November 1, 2007
---------------------------

                                      II-5
President, Chief
                                   Executive Officer
/s/ R.Daniel Blanton                  and Director          November 1, 2007
---------------------------  (principal executive officer)

                                    Executive Vice
/s/ Ronald L. Thigpen                  President,           November 1, 2007
---------------------------     Chief Operating Officer
                                     and Director

/s/ William J. Badger                  Director             November 1, 2007
---------------------------

/s/ Warren A. Daniel                   Director             November 1, 2007
---------------------------

                                       Director             November 1, 2007
---------------------------

                                       Secretary
/s/ Randolph M. Smith, M.D.          and Director           November 1, 2007
---------------------------

/s/ John W. Trulock, Jr.               Director             November 1, 2007
---------------------------

                                Chief Financial Officer
/s/ Darrell R. Rains            (principal financial and    November 1, 2007
---------------------------       accounting officer)

                                      II-6