Registration No. 33-_____
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          CAROLINA NATIONAL CORPORATION

             (Exact name of registrant as specified in its charter)

              South Carolina                                 57-1101005
              --------------                                 ----------
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                      Identification No.)

                1350 Main Street, Columbia, South Carolina 29201
              (Address of principal executive offices and zip code)

                          CAROLINA NATIONAL CORPORATION
                             2003 STOCK OPTION PLAN

                              (Full title of Plan)

            Roger B. Whaley                              Copies to:
     Carolina National Corporation              George S. King, Jr., Esquire
           1350 Main Street                       Joseph D. Clark, Esquire
    Columbia, South Carolina 29201             Haynsworth Sinkler Boyd, P.A.
(Name and address of agent for service)             1201 Main Street,
                                                22nd Floor (29201-3226)
                                              Post Office Box 11889 (29211-1889)
            (803) 779-0411                        Columbia, South Carolina
     (Telephone number, including
   area code, of agent for service)                    (803) 779-3080

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
                                                                                         Proposed
                                                                                          maximum
   Title of securities           Amount to be         Proposed maximum offering     aggregate offering              Amount of
    to be registered             Registered(1)           price per share(2)              price(2)               registration fee
    ----------------             -------------           ------------------              --------               ----------------
Common Stock,
<S>                                 <C>                        <C>                      <C>                          <C>
no par value                        129,402                    $18.75                   $2,426,288                   $259.61
</TABLE>

(1)    Represents  129,402  shares of common  stock to be  registered  under the
       Carolina  National  Corporation 2003 Stock Option Plan. This registration
       statement also covers such  indeterminate  number of additional shares as
       may become  issuable to prevent  dilution  in the event of stock  splits,
       stock  dividends  or similar  transactions  pursuant  to the terms of the
       Plan.

(2)    Estimated  solely for the purpose of  calculating  the  registration  fee
       pursuant to Rule 457(c) under the  Securities  Act of 1933,  based on the
       average of the high and low prices  reported on the NASDAQ Capital Market
       on October 17, 2006.

                                                         Exhibit Index on page 6


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to  persons  chosen  to  participate  in the  Carolina
National  Corporation  2003 Stock  Option  Plan as  required  by Rule  428(b)(1)
promulgated under the Securities Act of 1933.

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference  herein the following
documents:

          (a)  The Registrant's  Annual Report on Form 10-KSB for the year ended
               December 31, 2005.

          (b)  The  Registrant's  Quarterly  Reports  on  Form  10-QSB  for  the
               quarters ended March 31, 2006 and June 30, 2006;

          (c)  The  Registrant's  Current  Reports on Form 8-K filed February 6,
               2006,  April 28, 2006 (Item 1.01  only),  May 3, 2006 and July 5,
               2006; and

          (d)  The description of the Registrant's common stock contained in the
               Registrant's Form 8-A, File No. 000-50257,  and in any subsequent
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all 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 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's  Articles of Incorporation provide that no director of
the Registrant shall be personally  liable to the Registrant or its shareholders
for monetary  damages for breach of his fiduciary duty as a director;  provided,
however,  that the  Articles  of  Incorporation  do not  eliminate  or limit the
liability of a director (i) for the breach of the director's  duty of loyalty to
the Registrant or its shareholders, (ii) for acts or omissions not in good faith
or which involve gross negligence, intentional misconduct or a knowing violation
of law,  (iii)  imposed  for  unlawful  distributions  as set  forth in  Section
33-8-330 of the South Carolina  Business  Corporation  Act of 1988, as it may be
amended from time to time (the  "Corporation  Act"), or (iv) for any transaction
from which the  director  derived an improper  personal  benefit.  The  Articles
provide  further that they will  eliminate or limit the  liability of a director
only to the maximum extent permitted from time to time by Section 33-2-102(e) of
the  Corporation Act or any successor law or laws. Any repeal or modification of
the  foregoing  protection  by the  shareholders  of  the  Registrant  will  not
adversely  affect any right or protection of a director  existing at the time of
such repeal or modification.

                                       2
<PAGE>

         Under the  Corporation  Act, a  corporation  has the power to indemnify
directors  and  officers  who meet the  standards  of good faith and  reasonable
belief that  conduct was lawful and in the  corporate  interest  (or not opposed
thereto) set forth in the  Corporation  Act. The Corporation Act also empowers a
corporation to provide  insurance for directors and officers  against  liability
arising out of their  positions  even though the  insurance  coverage is broader
than the power of the  corporation  to  indemnify.  Under the  Corporation  Act,
unless limited by its articles of incorporation,  a corporation must indemnify a
director or officer who is wholly successful, on the merits or otherwise, in the
defense  of any  proceeding  to  which  he was a  party  because  he is or was a
director or officer against  reasonable  expenses  incurred by him in connection
with the proceeding.  The Registrant's  Articles of Incorporation do not provide
otherwise. The provisions of the Corporation Act which deal with indemnification
are  codified at  Sections  33-8-500  through  -580 of the Code of Laws of South
Carolina 1976, amended.

         In  addition,   the  Registrant   maintains  directors'  and  officers'
liability insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4.1  Carolina National Corporation 2003 Stock Option Plan.

          5    Opinion of Haynsworth Sinkler Boyd, P.A.

          23.1 Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit 5)

          23.2 Consent of Elliott Davis, LLC

          24   Power of Attorney (included on signature page)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

                (1) To file,  during  any  period  in which it  offers  or sells
         securities,  a post-effective  amendment to this registration statement
         to:

                  (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 which,
         individually  or  together,  represent  a  fundamental  change  in  the
         information in the  registration  statement;  and  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 end of the
         estimated  maximum  offering  range may be  reflected  in the form of a
         prospectus  filed  with  the  Commission  pursuant  to  17  C.F.R.  ss.
         230.424(b)  if, in the  aggregate,  the changes in the volume and price
         represent no more than a 20% 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   additional   or  changed   material
         information on the plan of distribution.

                (2) For determining liability under the Securities Act, to treat
         each  post-effective  amendment as a new registration  statement of the
         securities offered,  and the offering of the securities at that time to
         be the initial bona fide offering.

                                       3
<PAGE>

                (3)  To  file  a   post-effective   amendment   to  remove  from
         registration any of the securities that remain unsold at the end of the
         offering.

            (e) Insofar as  indemnification  for  liabilities  arising under the
Securities  Act of 1933 (the "Act") may be permitted to directors,  officers and
controlling  persons of the small  business  issuer  pursuant  to the  foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer 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 small business issuer 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  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



                                       4
<PAGE>

                                   SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  Columbia,  State of South  Carolina  on October 19,
2006.

         Carolina National Corporation


         By:      s/Roger B. Whaley
                  -----------------------------------
                  Roger B. Whaley
                  President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Roger B.  Whaley and Harry R. Brown,
jointly and severally,  his true and lawful  attorneys-in-fact  and agents, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign this  Registration  Statement and
any and all  amendments to this  Registration  Statement,  and to file the same,
with all exhibits thereto, and other documentation in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite and  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 his substitute
or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on October 19, 2006.
<TABLE>
<CAPTION>
Signature                                              Title
---------                                              -----

<S>                                                    <C>
s/Roger B. Whaley
------------------------------------
Roger B. Whaley                                        President and Chief Executive Officer, Director
                                                       (Principal Executive Officer)

s/Harry R. Brown
------------------------------------
Harry R. Brown                                         Executive Vice President and Chief Financial Officer
                                                       (Principal Financial Officer and Principal Accounting
                                                       Officer)

s/Charlotte J. Berry
------------------------------------
Charlotte J. Berry                                     Director


s/William P. Cate
------------------------------------
William P. Cate                                        Director


s/Kirkman Finlay, III
------------------------------------
Kirkman Finlay, III                                    Director


I.S. Leevy Johnson                                     Director


Angus B. Lafaye                                        Director


R.C. McEntire, Jr.                                     Director


C. Whitaker Moore                                      Director

                                       5
<PAGE>


Leon Joseph Pinner, Jr.                                Director


s/Joel A. Smith, III
------------------------------------
Joel A. Smith, III                                     Director


s/Robert E. Staton, Jr.
------------------------------------
Robert E. Staton, Jr.                                  Director

s/William H. Stern
------------------------------------
William H. Stern                                       Director


Joe E. Taylor, Jr.                                     Director
</TABLE>




                                       6
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT

     4.1        Carolina National Corporation 2003 Stock Option Plan.

     5          Opinion of Haynsworth Sinkler Boyd, P.A.

     23.1       Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit 5)

     23.2       Consent of Elliott Davis, LLC

     24         Power of Attorney (included on signature page)



                                       7
[{"type": "S-8", "sequence": "1", "filename": "cnc2006s-8.txt", "secsgml_size_bytes": 16255}]
{"company-data": {"conformed-name": "CAROLINA NATIONAL CORP", "cik": "0001157648", "assigned-sic": "6021", "irs-number": "571101005", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138099", "film-number": "061153938"}, "business-address": {"street1": "1350 MAIN STREET", "city": "COLUMBIA", "state": "SC", "zip": "29201", "phone": "8037790411"}}
Registration No. 33-_____
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          CAROLINA NATIONAL CORPORATION

             (Exact name of registrant as specified in its charter)

              South Carolina                                 57-1101005
              --------------                                 ----------
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                      Identification No.)

                1350 Main Street, Columbia, South Carolina 29201
              (Address of principal executive offices and zip code)

                          CAROLINA NATIONAL CORPORATION
                             2003 STOCK OPTION PLAN

                              (Full title of Plan)

            Roger B. Whaley                              Copies to:
     Carolina National Corporation              George S. King, Jr., Esquire
           1350 Main Street                       Joseph D. Clark, Esquire
    Columbia, South Carolina 29201             Haynsworth Sinkler Boyd, P.A.
(Name and address of agent for service)             1201 Main Street,
                                                22nd Floor (29201-3226)
                                              Post Office Box 11889 (29211-1889)
            (803) 779-0411                        Columbia, South Carolina
     (Telephone number, including
   area code, of agent for service)                    (803) 779-3080

                         Calculation of Registration Fee
Proposed
                                                                                          maximum
   Title of securities           Amount to be         Proposed maximum offering     aggregate offering              Amount of
    to be registered             Registered(1)           price per share(2)              price(2)               registration fee
    ----------------             -------------           ------------------              --------               ----------------
Common Stock,
no par value                        129,402                    $18.75                   $2,426,288                   $259.61
(1)    Represents  129,402  shares of common  stock to be  registered  under the
       Carolina  National  Corporation 2003 Stock Option Plan. This registration
       statement also covers such  indeterminate  number of additional shares as
       may become  issuable to prevent  dilution  in the event of stock  splits,
       stock  dividends  or similar  transactions  pursuant  to the terms of the
       Plan.

(2)    Estimated  solely for the purpose of  calculating  the  registration  fee
       pursuant to Rule 457(c) under the  Securities  Act of 1933,  based on the
       average of the high and low prices  reported on the NASDAQ Capital Market
       on October 17, 2006.

                                                         Exhibit Index on page 6
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to  persons  chosen  to  participate  in the  Carolina
National  Corporation  2003 Stock  Option  Plan as  required  by Rule  428(b)(1)
promulgated under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference  herein the following
documents:

          (a)  The Registrant's  Annual Report on Form 10-KSB for the year ended
               December 31, 2005.

          (b)  The  Registrant's  Quarterly  Reports  on  Form  10-QSB  for  the
               quarters ended March 31, 2006 and June 30, 2006;

          (c)  The  Registrant's  Current  Reports on Form 8-K filed February 6,
               2006,  April 28, 2006 (Item 1.01  only),  May 3, 2006 and July 5,
               2006; and

          (d)  The description of the Registrant's common stock contained in the
               Registrant's Form 8-A, File No. 000-50257,  and in any subsequent
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all 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 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's  Articles of Incorporation provide that no director of
the Registrant shall be personally  liable to the Registrant or its shareholders
for monetary  damages for breach of his fiduciary duty as a director;  provided,
however,  that the  Articles  of  Incorporation  do not  eliminate  or limit the
liability of a director (i) for the breach of the director's  duty of loyalty to
the Registrant or its shareholders, (ii) for acts or omissions not in good faith
or which involve gross negligence, intentional misconduct or a knowing violation
of law,  (iii)  imposed  for  unlawful  distributions  as set  forth in  Section
33-8-330 of the South Carolina  Business  Corporation  Act of 1988, as it may be
amended from time to time (the  "Corporation  Act"), or (iv) for any transaction
from which the  director  derived an improper  personal  benefit.  The  Articles
provide  further that they will  eliminate or limit the  liability of a director
only to the maximum extent permitted from time to time by Section 33-2-102(e) of
the  Corporation Act or any successor law or laws. Any repeal or modification of
the  foregoing  protection  by the  shareholders  of  the  Registrant  will  not
adversely  affect any right or protection of a director  existing at the time of
such repeal or modification.

                                       2
Under the  Corporation  Act, a  corporation  has the power to indemnify
directors  and  officers  who meet the  standards  of good faith and  reasonable
belief that  conduct was lawful and in the  corporate  interest  (or not opposed
thereto) set forth in the  Corporation  Act. The Corporation Act also empowers a
corporation to provide  insurance for directors and officers  against  liability
arising out of their  positions  even though the  insurance  coverage is broader
than the power of the  corporation  to  indemnify.  Under the  Corporation  Act,
unless limited by its articles of incorporation,  a corporation must indemnify a
director or officer who is wholly successful, on the merits or otherwise, in the
defense  of any  proceeding  to  which  he was a  party  because  he is or was a
director or officer against  reasonable  expenses  incurred by him in connection
with the proceeding.  The Registrant's  Articles of Incorporation do not provide
otherwise. The provisions of the Corporation Act which deal with indemnification
are  codified at  Sections  33-8-500  through  -580 of the Code of Laws of South
Carolina 1976, amended.

         In  addition,   the  Registrant   maintains  directors'  and  officers'
liability insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4.1  Carolina National Corporation 2003 Stock Option Plan.

          5    Opinion of Haynsworth Sinkler Boyd, P.A.

          23.1 Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit 5)

          23.2 Consent of Elliott Davis, LLC

          24   Power of Attorney (included on signature page)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

                (1) To file,  during  any  period  in which it  offers  or sells
         securities,  a post-effective  amendment to this registration statement
         to:

                  (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 which,
         individually  or  together,  represent  a  fundamental  change  in  the
         information in the  registration  statement;  and  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 end of the
         estimated  maximum  offering  range may be  reflected  in the form of a
         prospectus  filed  with  the  Commission  pursuant  to  17  C.F.R.  ss.
         230.424(b)  if, in the  aggregate,  the changes in the volume and price
         represent no more than a 20% 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   additional   or  changed   material
         information on the plan of distribution.

                (2) For determining liability under the Securities Act, to treat
         each  post-effective  amendment as a new registration  statement of the
         securities offered,  and the offering of the securities at that time to
         be the initial bona fide offering.

                                       3
(3)  To  file  a   post-effective   amendment   to  remove  from
         registration any of the securities that remain unsold at the end of the
         offering.

            (e) Insofar as  indemnification  for  liabilities  arising under the
Securities  Act of 1933 (the "Act") may be permitted to directors,  officers and
controlling  persons of the small  business  issuer  pursuant  to the  foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer 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 small business issuer 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  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       4
SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  Columbia,  State of South  Carolina  on October 19,
2006.

         Carolina National Corporation

         By:      s/Roger B. Whaley
                  -----------------------------------
                  Roger B. Whaley
                  President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Roger B.  Whaley and Harry R. Brown,
jointly and severally,  his true and lawful  attorneys-in-fact  and agents, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign this  Registration  Statement and
any and all  amendments to this  Registration  Statement,  and to file the same,
with all exhibits thereto, and other documentation in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite and  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 his substitute
or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on October 19, 2006.
Signature                                              Title
---------                                              -----
s/Roger B. Whaley
------------------------------------
Roger B. Whaley                                        President and Chief Executive Officer, Director
                                                       (Principal Executive Officer)

s/Harry R. Brown
------------------------------------
Harry R. Brown                                         Executive Vice President and Chief Financial Officer
                                                       (Principal Financial Officer and Principal Accounting
                                                       Officer)

s/Charlotte J. Berry
------------------------------------
Charlotte J. Berry                                     Director

s/William P. Cate
------------------------------------
William P. Cate                                        Director

s/Kirkman Finlay, III
------------------------------------
Kirkman Finlay, III                                    Director

I.S. Leevy Johnson                                     Director

Angus B. Lafaye                                        Director

R.C. McEntire, Jr.                                     Director

C. Whitaker Moore                                      Director

                                       5
Leon Joseph Pinner, Jr.                                Director

s/Joel A. Smith, III
------------------------------------
Joel A. Smith, III                                     Director

s/Robert E. Staton, Jr.
------------------------------------
Robert E. Staton, Jr.                                  Director

s/William H. Stern
------------------------------------
William H. Stern                                       Director

Joe E. Taylor, Jr.                                     Director
6
EXHIBIT INDEX

EXHIBIT

     4.1        Carolina National Corporation 2003 Stock Option Plan.

     5          Opinion of Haynsworth Sinkler Boyd, P.A.

     23.1       Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit 5)

     23.2       Consent of Elliott Davis, LLC

     24         Power of Attorney (included on signature page)

                                       7