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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 000-16461



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COMMUNITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 63-0868361                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|68149 Main Street, Blountsville, Alabama                       |  | 35031                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(205) 429-1000

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes ̈No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                         |  |                            
|---------------------------------------- |  | ---------------------------
|Class                                    |  | Outstanding at May 15, 2006
|[Common Stock, $.10 par value per share] |  | 8,806,946 shares           



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PART I

ITEM 1. FINANCIAL STATEMENTS.

Community Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets



|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                                                                                      |  | (Unaudited)March 31, 2006 |         |   | December 31, 2005 |  
|                                                                                                                                                                                                                                      |  | (in thousands)            |        
|Assets                                                                                                                                                                                                                                |  |                           |         |   |                   |   |         |  
|Cash and due from banks                                                                                                                                                                                                               |  | $                         | 17,003  |   |                   | $ | 16,425  |  
|Interest-bearing deposits in banks                                                                                                                                                                                                    |  |                           | 2,320   |   |                   |   | 2,235   |  
|Federal funds sold                                                                                                                                                                                                                    |  |                           | 23,387  |   |                   |   | 25,356  |  
|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                             |  |                           | 42,710  |   |                   |   | 44,016  |  
|Securities available for sale                                                                                                                                                                                                         |  |                           | 131,550 |   |                   |   | 136,405 |  
|Loans held for sale                                                                                                                                                                                                                   |  |                           | 1,024   |   |                   |   | 1,005   |  
|Loans, net of allowance for loan losses of $5,112 and $4,736                                                                                                                                                                          |  |                           | 348,918 |   |                   |   | 331,726 |  
|Capitalized lease receivable                                                                                                                                                                                                          |  |                           | 2,740   |   |                   |   | 2,765   |  
|Accrued interest receivable                                                                                                                                                                                                           |  |                           | 3,589   |   |                   |   | 3,392   |  
|Premises and equipment, net                                                                                                                                                                                                           |  |                           | 22,332  |   |                   |   | 22,558  |  
|Goodwill and other intangible assets, net                                                                                                                                                                                             |  |                           | 2,971   |   |                   |   | 2,991   |  
|Other real estate owned                                                                                                                                                                                                               |  |                           | 4,061   |   |                   |   | 10,185  |  
|Deferred income tax assets                                                                                                                                                                                                            |  |                           | 13,774  |   |                   |   | 13,370  |  
|Other assets                                                                                                                                                                                                                          |  |                           | 2,627   |   |                   |   | 2,871   |  
|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  
|Total assets                                                                                                                                                                                                                          |  | $                         | 576,296 |   |                   | $ | 571,284 |  
|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  
|Liabilities and stockholders equity                                                                                                                                                                                                  |  |                           |         |   |                   |   |         |  
|Deposits:                                                                                                                                                                                                                             |  |                           |         |   |                   |   |         |  
|Noninterest-bearing                                                                                                                                                                                                                   |  | $                         | 69,150  |   |                   | $ | 71,420  |  
|Interest-bearing                                                                                                                                                                                                                      |  |                           | 372,132 |   |                   |   | 367,484 |  
|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  
|Total deposits                                                                                                                                                                                                                        |  |                           | 441,282 |   |                   |   | 438,904 |  
|Short-term borrowings                                                                                                                                                                                                                 |  |                           | 330     |   |                   |   | 521     |  
|FHLBA debt                                                                                                                                                                                                                            |  |                           | 67,200  |   |                   |   | 67,200  |  
|Capitalized lease obligations                                                                                                                                                                                                         |  |                           | 3,831   |   |                   |   | 3,845   |  
|Junior subordinated debentures (Note 7)                                                                                                                                                                                               |  |                           | 10,310  |   |                   |   | 10,310  |  
|Accrued interest payable                                                                                                                                                                                                              |  |                           | 1,968   |   |                   |   | 2,166   |  
|Other liabilities                                                                                                                                                                                                                     |  |                           | 8,130   |   |                   |   | 5,189   |  
|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  
|Total liabilities                                                                                                                                                                                                                     |  |                           | 533,051 |   |                   |   | 528,135 |  
|Stockholders equity                                                                                                                                                                                                                  |  |                           |         |   |                   |   |         |  
|Preferred stock (par value $.10 per share; 200,000 shares authorized; no shares issued or outstanding)                                                                                                                                |  |                           |        |   |                   |   |        |  
|Common stock (par value $.10 per share; 20,000,000 shares authorized; 8,997,881 and 8,927,975 shares issued as of March 31, 2006 and
December 31, 2005, respectively; 2,191,897 shares of which are exchangeable for preferred stock) |  |                           | 900     |   |                   |   | 893     |  
|Additional paid-in-capital                                                                                                                                                                                                            |  |                           | 50,925  |   |                   |   | 50,420  |  
|Stock options and warrant                                                                                                                                                                                                             |  |                           | 278     |   |                   |   | 278     |  
|Treasury common stock, at cost (104,955 shares as of both March 31, 2006 and December 31, 2005, respectively)                                                                                                                         |  |                           | (1,021  | ) |                   |   | (1,021  | )
|Accumulated deficit                                                                                                                                                                                                                   |  |                           | (1,553  | ) |                   |   | (1,607  | )
|Unearned ESOP common stock (85,980 and 89,954 shares as of March 31, 2006 and December 31, 2005, respectively)                                                                                                                        |  |                           | (1,370  | ) |                   |   | (1,409  | )
|Accumulated other comprehensive loss                                                                                                                                                                                                  |  |                           | (4,914  | ) |                   |   | (4,405  | )
|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  
|Total stockholders equity                                                                                                                                                                                                            |  |                           | 43,245  |   |                   |   | 43,149  |  
|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                            |  | $                         | 576,296 |   |                   | $ | 571,284 |  
|                                                                                                                                                                                                                                      |  |                           |         |   |                   |   |         |  

The accompanying notes are an integral part of these consolidated financial statements



2



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Community Bancshares, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)



|                                                      |  |                                       |       |   |                 |   |       |  
|----------------------------------------------------- |  | ------------------------------------- | ----- | - | --------------- | - | ----- | -
|                                                      |  | Three months ended March 31,          |      
|                                                      |  | 2006                                  |       |   | 2005 (restated) |  
|                                                      |  | (in thousands, except per share data) |      
|Interest income:                                      |  |                                       |       |   |                 |   |       |  
|Loans, including fees                                 |  | $                                     | 7,224 |   |                 | $ | 5,881 |  
|Interest on investment securities:                    |  |                                       |       |   |                 |   |       |  
|Taxable securities                                    |  |                                       | 1,317 |   |                 |   | 1,429 |  
|Tax-exempt securities                                 |  |                                       | 13    |   |                 |   | 29    |  
|Federal funds sold                                    |  |                                       | 247   |   |                 |   | 60    |  
|Other                                                 |  |                                       | 89    |   |                 |   | 86    |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Total interest income                                 |  |                                       | 8,890 |   |                 |   | 7,485 |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Interest expense:                                     |  |                                       |       |   |                 |   |       |  
|Deposits                                              |  |                                       | 2,900 |   |                 |   | 2,400 |  
|Short-term borrowings                                 |  |                                       | 3     |   |                 |   | 1     |  
|FHLBA debt                                            |  |                                       | 705   |   |                 |   | 570   |  
|Capitalized lease obligations                         |  |                                       | 69    |   |                 |   | 53    |  
|Junior subordinated debentures                        |  |                                       | 272   |   |                 |   | 272   |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Total interest expense                                |  |                                       | 3,949 |   |                 |   | 3,296 |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Net interest income                                   |  |                                       | 4,941 |   |                 |   | 4,189 |  
|Provision for loan losses                             |  |                                       | 795   |   |                 |   | 259   |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Net interest income, after provision for loan losses  |  |                                       | 4,146 |   |                 |   | 3,930 |  
|Noninterest income:                                   |  |                                       |       |   |                 |   |       |  
|Service charges on deposits                           |  |                                       | 703   |   |                 |   | 662   |  
|Insurance commissions                                 |  |                                       | 400   |   |                 |   | 548   |  
|Bank club dues                                        |  |                                       | 54    |   |                 |   | 77    |  
|Debt cancellation fees                                |  |                                       | (1    | ) |                 |   | (5    | )
|Securities losses, net                                |  |                                       | (104  | ) |                 |   | (2    | )
|Trading losses and net settlements on economic hedges |  |                                       | (20   | ) |                 |   | (223  | )
|Other                                                 |  |                                       | 316   |   |                 |   | 744   |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Total noninterest income                              |  |                                       | 1,348 |   |                 |   | 1,801 |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Noninterest expense:                                  |  |                                       |       |   |                 |   |       |  
|Salaries and employee benefits                        |  |                                       | 2,630 |   |                 |   | 2,594 |  
|Occupancy                                             |  |                                       | 531   |   |                 |   | 541   |  
|Furniture and equipment                               |  |                                       | 446   |   |                 |   | 380   |  
|Insurance                                             |  |                                       | 151   |   |                 |   | 322   |  
|Director and committee fees                           |  |                                       | 90    |   |                 |   | 103   |  
|Professional services                                 |  |                                       | 300   |   |                 |   | 396   |  
|Foreclosed assets, net                                |  |                                       | 182   |   |                 |   | 41    |  
|Disposal or impairment of assets                      |  |                                       | 27    |   |                 |   | 24    |  
|Litigation, fraud or burglary                         |  |                                       | 11    |   |                 |   |      |  
|Other                                                 |  |                                       | 1,087 |   |                 |   | 1,026 |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Total noninterest expense                             |  |                                       | 5,455 |   |                 |   | 5,427 |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Income before income taxes                            |  |                                       | 39    |   |                 |   | 304   |  
|Income taxes                                          |  |                                       | 15    |   |                 |   | (99   | )
|                                                      |  |                                       |       |   |                 |   |       |  
|Net income                                            |  | $                                     | 54    |   |                 | $ | 205   |  
|                                                      |  |                                       |       |   |                 |   |       |  
|Earnings per share:                                   |  |                                       |       |   |                 |   |       |  
|Basic                                                 |  | $                                     | 0.01  |   |                 | $ | 0.02  |  
|Diluted                                               |  | $                                     | 0.01  |   |                 | $ | 0.02  |  

The accompanying notes are an integral part of these consolidated financial statements



3



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Community Bancshares, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders Equity (Unaudited)

Three months ended March 31, 2005 (restated) and 2006

(dollars in thousands)



|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|-------------------------------------------------------------------------------------------------------------------- |  | -------------------- |  | ----------- | --- | ------------------------- | - | ------ | ------------------------ |  | ------------------- | --- |  | ----------------------------- | ------ | - | ------------------------ | - | ------ | --------------------------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                                                                                                     |  | Shares ofCommonStock |  | CommonStock |     | AdditionalPaid-in-Capital |   |        | Stock Optionsand Warrant |  | TreasuryCommonStock |     |  | AccumulatedEarnings (Deficit) |        |   | UnearnedESOPCommon Stock |   |        | AccumulatedOtherComprehensiveLoss |  |   | Total  |  
|Balance at December 31, 2004 (restated)                                                                              |  | 8,701,162            |  | $           | 870 |                           | $ | 49,162 |                          |  | $                   | 243 |  | $                             | (981   | ) |                          | $ | (3,256 | )                                 |  | $ | (1,571 | ) |  | $ | (2,947 | ) |  | $ | 41,520 |  
|Comprehensive income:                                                                                                |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Net income during period (restated)                                                                                  |  |                     |  |             |    |                           |   |       |                          |  |                     |    |  |                               |       |   |                          |   | 205    |                                   |  |   |       |   |  |   |       |   |  |   | 205    |  
|Change in unrealized gain (loss) on securities available for sale net of reclassification adjustment and tax effect  |  |                     |  |             |    |                           |   |       |                          |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   |       |   |  |   | (1,353 | ) |  |   | (1,353 | )
|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Total comprehensive income                                                                                           |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   | (1,148 | )
|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Common stock issued for stock options exercised                                                                      |  | 25,000               |  |             | 3   |                           |   | 131    |                          |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   |       |   |  |   |       |   |  |   | 134    |  
|Release of ESOP common stock                                                                                         |  |                     |  |             |    |                           |   | (11    | )                        |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   | 43     |   |  |   |       |   |  |   | 32     |  
|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Balance at March 31, 2005 (restated)                                                                                 |  | 8,726,162            |  | $           | 873 |                           | $ | 49,282 |                          |  | $                   | 243 |  | $                             | (981   | ) |                          | $ | (3,051 | )                                 |  | $ | (1,528 | ) |  | $ | (4,300 | ) |  | $ | 40,538 |  
|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Balance at December 31, 2005                                                                                         |  | 8,927,975            |  | $           | 893 |                           | $ | 50,420 |                          |  | $                   | 278 |  | $                             | (1,021 | ) |                          | $ | (1,607 | )                                 |  | $ | (1,409 | ) |  | $ | (4,405 | ) |  | $ | 43,149 |  
|Comprehensive losses:                                                                                                |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Net income during period                                                                                             |  |                     |  |             |    |                           |   |       |                          |  |                     |    |  |                               |       |   |                          |   | 54     |                                   |  |   |       |   |  |   |       |   |  |   | 54     |  
|Change in fair value of cash flow hedge, net of tax                                                                  |  |                     |  |             |    |                           |   |       |                          |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   |       |   |  |   | 75     |   |  |   | 75     |  
|Change in unrealized gain (loss) on securities available for sale net of reclassification adjustments and tax effect |  |                     |  |             |    |                           |   |       |                          |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   |       |   |  |   | (584   | ) |  |   | (584   | )
|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Total comprehensive loss                                                                                             |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   | (455   | )
|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Common stock issued for stock options exercised                                                                      |  | 59,575               |  |             | 6   |                           |   | 379    |                          |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   |       |   |  |   |       |   |  |   | 385    |  
|Common stock issued in lieu of cash paid for directors fees at $8.12 per share                                      |  | 10,331               |  |             | 1   |                           |   | 83     |                          |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   |       |   |  |   |       |   |  |   | 84     |  
|Tax benefit on stock options exercised                                                                               |  |                     |  |             |    |                           |   | 49     |                          |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   |       |   |  |   |       |   |  |   | 49     |  
|Release of ESOP common stock                                                                                         |  |                     |  |             |    |                           |   | (6     | )                        |  |                     |    |  |                               |       |   |                          |   |       |                                   |  |   | 39     |   |  |   |       |   |  |   | 33     |  
|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  
|Balance at March 31, 2006                                                                                            |  | 8,997,881            |  | $           | 900 |                           | $ | 50,925 |                          |  | $                   | 278 |  | $                             | (1,021 | ) |                          | $ | (1,553 | )                                 |  | $ | (1,370 | ) |  | $ | (4,914 | ) |  | $ | 43,245 |  
|                                                                                                                     |  |                      |  |             |     |                           |   |        |                          |  |                     |     |  |                               |        |   |                          |   |        |                                   |  |   |        |   |  |   |        |   |  |   |        |  

The accompanying notes are an integral part of these consolidated financial statements



4



---

Community Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                      |  |                              |        |   |                 |   |         |  
|------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | --------------- | - | ------- | -
|                                                                                      |  | Three months ended March 31, |       
|                                                                                      |  | 2006                         |        |   | 2005 (restated) |  
|                                                                                      |  | (in thousands)               |       
|Operating activities:                                                                 |  |                              |        |   |                 |   |         |  
|Net income                                                                            |  | $                            | 54     |   |                 | $ | 205     |  
|Adjustments to reconcile net income to net cash provided by operating activities:     |  |                              |        |   |                 |   |         |  
|Loans originated and held for sale                                                    |  |                              | (5,451 | ) |                 |   |        |  
|Loans sold from held for sale                                                         |  |                              | 5,432  |   |                 |   |        |  
|Provision for loan losses                                                             |  |                              | 795    |   |                 |   | 259     |  
|Depreciation and amortization                                                         |  |                              | 444    |   |                 |   | 421     |  
|Net amortization of securities                                                        |  |                              | 186    |   |                 |   | 226     |  
|Deferred tax (benefit) expense                                                        |  |                              | (15    | ) |                 |   | 99      |  
|Realized investment security losses                                                   |  |                              | 104    |   |                 |   | 2       |  
|Fair value loss on economic hedge                                                     |  |                              | 20     |   |                 |   | 223     |  
|Gain on sale or impairment of premises and equipment                                  |  |                              |       |   |                 |   | (3      | )
|Realized losses on foreclosed assets                                                  |  |                              | 182    |   |                 |   | 41      |  
|Increase in accrued interest receivable                                               |  |                              | (197   | ) |                 |   | (408    | )
|Decrease in accrued interest payable                                                  |  |                              | (198   | ) |                 |   | (278    | )
|Other                                                                                 |  |                              | 477    |   |                 |   | 1,735   |  
|                                                                                      |  |                              |        |   |                 |   |         |  
|Net cash provided by operating activities                                             |  |                              | 1,833  |   |                 |   | 2,522   |  
|                                                                                      |  |                              |        |   |                 |   |         |  
|Investing activities:                                                                 |  |                              |        |   |                 |   |         |  
|Proceeds from sales, calls and pay downs of securities available for sale             |  |                              | 3,631  |   |                 |   | 13,170  |  
|Proceeds from maturity of securities available for sale                               |  |                              |       |   |                 |   | 5,000   |  
|Purchase of securities available for sale                                             |  |                              | (39    | ) |                 |   | (22,476 | )
|Loan originations and principal collections, net                                      |  |                              | (9,614 | ) |                 |   | (4,414  | )
|Proceeds from sale of premises and equipment                                          |  |                              |       |   |                 |   | 74      |  
|Additions to premises and equipment                                                   |  |                              | (198   | ) |                 |   | (481    | )
|Net proceeds from sale of foreclosed assets                                           |  |                              | 523    |   |                 |   | 317     |  
|                                                                                      |  |                              |        |   |                 |   |         |  
|Net cash used by investing activities                                                 |  |                              | (5,697 | ) |                 |   | (8,810  | )
|                                                                                      |  |                              |        |   |                 |   |         |  
|Financing activities:                                                                 |  |                              |        |   |                 |   |         |  
|Net decrease in demand deposits, NOW accounts, savings and time open deposit accounts |  |                              | (6,384 | ) |                 |   | (6,409  | )
|Net increase in certificates of deposit                                               |  |                              | 8,762  |   |                 |   | 437     |  
|Net decrease in short-term borrowings                                                 |  |                              | (191   | ) |                 |   | (70     | )
|Decrease in capitalized lease obligations                                             |  |                              | (14    | ) |                 |   | (13     | )
|Issuance of common stock from stock options exercised                                 |  |                              | 385    |   |                 |   | 134     |  
|                                                                                      |  |                              |        |   |                 |   |         |  
|Net cash provided (used) by financing activities                                      |  |                              | 2,558  |   |                 |   | (5,921  | )
|                                                                                      |  |                              |        |   |                 |   |         |  
|Net change in cash and cash equivalents                                               |  |                              | (1,306 | ) |                 |   | (12,209 | )
|Cash and cash equivalents, beginning of period                                        |  |                              | 44,016 |   |                 |   | 52,512  |  
|                                                                                      |  |                              |        |   |                 |   |         |  
|Cash and cash equivalents, end of period                                              |  | $                            | 42,710 |   |                 | $ | 40,303  |  
|                                                                                      |  |                              |        |   |                 |   |         |  
|Supplemental cash flow disclosures:                                                   |  |                              |        |   |                 |   |         |  
|Interest paid on deposits and borrowed funds                                          |  | $                            | 4,147  |   |                 | $ | 3,555   |  
|Schedule of non-cash investing and financing activities:                              |  |                              |        |   |                 |   |         |  
|Foreclosure of other real estate owned                                                |  |                              | 409    |   |                 |   | 190     |  
|Loan charge-offs, net of recoveries                                                   |  |                              | 419    |   |                 |   | 294     |  

The accompanying notes are an integral part of these consolidated financial statements



5



---

Note 1  Restatements

Community Bancshares, Inc. has restated its consolidated financial statements for the year ended December 31, 2004 and for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005. These restatements
are to correct errors related to the Companys derivative accounting under Statement of Financial Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133).

These restatements affect the consolidated financial statements and the other financial information for the year ended December 31, 2004 and for each of the
quarters in 2005 and 2004 previously reported on Form 10-K and Form 10-Q.

In December 2003, the Company entered into an interest rate swap agreement
relating to a pool of certificates of deposit (CD swap) that was accounted for as a fair value hedge under SFAS No. 133. The Company elected an abbreviated method (the short-cut method) of documenting the effectiveness of the swap
as a hedge, which allowed the Company to assume no ineffectiveness in the transaction as long as critical terms did not change. The Company recently concluded that the CD swap did not qualify for this method in prior periods. Hedge accounting under
SFAS No. 133 for this swap transaction is not allowed retrospectively because the hedge documentation required for the long-haul method was not in place at the inception of the hedge. Eliminating the application of fair value hedge accounting
reverses the fair value adjustments that were made to the hedged item, the pool of certificates of deposit. This reversal of fair value hedge accounting also results in reclassification of swap net settlements from interest expense to noninterest
income as well as recording of swap mark-to-market adjustments in trading gains (losses) on economic hedges.

Also, on May 11, 2006, the Company
determined that it will amend its 2005 Annual Report on Form 10-K as a result of its conclusion that its deferred income tax assets were overstated. The Company will amend its annual report for 2005 on Form 10-K to reflect a prior period adjustment
to the Companys equity balance as of December 31, 2002 and to reflect a restatement of the financial results reported for the quarter and year ended December 31, 2004 as well as the resulting effects on the consolidated balance sheet
and consolidated statement of stockholders equity for the year ended December 31, 2005.

The following table reflects the prior period
adjustment necessary to correct the ending balance of the Companys accumulated earnings and total stockholders equity for the deferred tax asset overstatement as of December 31, 2002:



|                                                             |  |                     |        |   |                          |   |        |  
|------------------------------------------------------------ |  | ------------------- | ------ | - | ------------------------ | - | ------ | -
|                                                             |  | AccumulatedEarnings |        |   | TotalStockholdersEquity |  
|                                                             |  | (in thousands)      |       
|Balance at December 31, 2002, before prior period adjustment |  | $                   | 11,024 |   |                          | $ | 40,311 |  
|Prior period adjustment                                      |  |                     | (643   | ) |                          |   | (643   | )
|                                                             |  |                     |        |   |                          |   |        |  
|Balance at December 31, 2002, as restated                    |  | $                   | 10,381 |   |                          | $ | 39,668 |  
|                                                             |  |                     |        |   |                          |   |        |  

The following tables reflect the previously reported amounts and the restated results by financial statement line
item for the consolidated balance sheet, the consolidated statement of operations, and the consolidated statement of changes in stockholders equity for the year ended December 31, 2004. The restated amounts reflect adjustments for both
the swap transaction and the deferred tax asset correction and include the prior period adjustment described above. Certain amounts have been reclassified to conform to current year presentation.



6



---

Consolidated Balance Sheet:



|                                               |  |                         |         |   |            |   |         |  
|---------------------------------------------- |  | ----------------------- | ------- | - | ---------- | - | ------- | -
|                                               |  | As of December 31, 2004 |        
|                                               |  | As PreviouslyReported   |         |   | AsRestated |  
|                                               |  | (in thousands)          |        
|Deferred income tax assets (c)                 |  | $                       | 9,843   |   |            | $ | 12,758  |  
|Other assets (a)                               |  |                         | 7,845   |   |            |   | 3,862   |  
|Total assets (c)                               |  |                         | 553,424 |   |            |   | 552,355 |  
|Interest-bearing deposits (b)                  |  |                         | 378,347 |   |            |   | 378,635 |  
|Total deposits (b)                             |  |                         | 448,627 |   |            |   | 448,915 |  
|Total liabilities (b)                          |  |                         | 510,547 |   |            |   | 510,835 |  
|Accumulated deficit (c)                        |  |                         | (1,899  | ) |            |   | (3,256  | )
|Total stockholders equity (c)                 |  |                         | 42,877  |   |            |   | 41,520  |  
|Total liabilities and stockholders equity (c) |  |                         | 553,424 |   |            |   | 552,355 |  

Consolidated Statement of Operations:



|                                                                  |  |                                       |        |             |   |        |  
|----------------------------------------------------------------- |  | ------------------------------------- | ------ | ----------- | - | ------ | -
|                                                                  |  | For the Year Ended December 31, 2004  |       
|                                                                  |  | As Previously Reported                |        | As Restated |  
|                                                                  |  | (in thousands, except per share data) |       
|Interest expense-deposits (b)                                     |  | $                                     | 8,816  |             | $ | 9,115  |  
|Total interest expense (b)                                        |  |                                       | 12,626 |             |   | 12,925 |  
|Net interest income (1) (b)                                       |  |                                       | 18,675 |             |   | 17,301 |  
|Net interest income, after provision for loan losses (1) (b)      |  |                                       | 17,688 |             |   | 16,314 |  
|Trading gains (losses) and net settlements on economic hedges (b) |  |                                       |       |             |   | 11     |  
|Income (loss) before income taxes (c)                             |  |                                       | 53     |             |   | (234   | )
|Income taxes (c)                                                  |  |                                       | 123    |             |   | (303   | )
|Net income (c)                                                    |  | $                                     | 176    |             | $ | (537   | )
|Net income (loss) per share:                                      |  |                                       |        |             |   |        |  
|Basic (c)                                                         |  | $                                     | 0.02   |             | $ | (0.06  | )
|Diluted (c)                                                       |  | $                                     | 0.02   |             | $ | (0.06  | )

---

|(1) | Also includes reclassification adjustment for SFAS 91 so that prior years amounts conform to current year presentation.
|--- | ------------------------------------------------------------------------------------------------------------------------



|Statement | of Changes in Stockholders Equity:
|--------- | -----------------------------------



|                                        |  |                                      |        |             |   |        |  
|--------------------------------------- |  | ------------------------------------ | ------ | ----------- | - | ------ | -
|                                        |  | For the Year Ended December 31, 2004 |       
|                                        |  | (in thousands)                       |       
|                                        |  | As PreviouslyReported                |        | As Restated |  
|Increase attributable to net income (c) |  | $                                    | 176    |             | $ | (537   | )
|Balance, end of period (c)              |  |                                      | 42,877 |             |   | 41,520 |  

---

|(a) | Affected by restatement of deferred tax asset, including the prior period adjustment.
|--- | -------------------------------------------------------------------------------------

|(b) | Affected by restatement of SWAP.
|--- | --------------------------------

|(c) | Affected by restatements of both deferred tax asset, including the prior period adjustment, and the restatement of the SWAP.
|--- | ----------------------------------------------------------------------------------------------------------------------------

Note 2  General

The accompanying unaudited consolidated
financial statements include the accounts of Community Bancshares, Inc. (Community Bancshares) and its wholly-owned subsidiaries, which, together with Community Bancshares, are hereinafter referred to collectively as the
Company. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to the Securities
and Exchange Commissions (the Commission or the



7



---

SEC) Quarterly Report on Form 10-Q and Article 10 of the Commissions Regulation S-X. Accordingly, the financial statements do not include
all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006 or
for any other future periods. For further information, please refer to the audited consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2005 (the
Form 10-K).

Certain reclassifications of prior years amounts have been made to conform to current year presentation. These
reclassifications had no effect on net income, total assets, total liabilities, or stockholders equity.

Note 3  Recent Accounting
Pronouncements

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments (SFAS 155),
which: (1) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, (2) clarifies which interest-only strips and principal-only strips are not
subject the requirements of SFAS 133, (3) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation, (4) clarifies that concentrations of credit in the form of subordination are not embedded derivatives, and (5) amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities  a replacement of FASB Statement No. 125, to eliminate the prohibition of a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. SFAS 155 will be applicable to the Corporation beginning on or after January 1, 2007. The provisions of SFAS 155 are not expected to have a material impact on the Corporation.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets (SFAS 156), which: (1) provides revised guidance
on when a servicing asset and servicing liability should be recognized, (2) requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, (3) permits an entity to
elect to measure servicing assets and servicing liabilities at fair value each reporting date and report changes in fair value in earnings in the period in which the changes occur, (4) upon initial adoption, permits a one-time reclassification
of available-for-sale securities to trading securities for securities which are identified as offsetting the entitys exposure to changes in the fair value of servicing assets or liabilities that a servicer elects to subsequently measure at
fair value, and (5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional footnote disclosures. SFAS 156 will be applicable to the
Corporation beginning January 1, 2007 with the effects of initial adoption being reported as a cumulative-effect adjustment to retained earnings. The provisions of SFAS 156 are not expected to have a material impact on the Corporation.

Note 4  Earnings per Common Share

Basic
earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding
if potentially dilutive common shares had all been issued, as well as any adjustment to income that would result from this assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and
warrants, and are determined using the treasury stock method. For the three month period ended March 31, 2006, 85,000 outstanding stock options were excluded from this calculation because they were considered antidilutive.



8



---

Earnings per common share have been computed based on the following:



|                                                                                                         |  |                              |           |                 |   |          
|-------------------------------------------------------------------------------------------------------- |  | ---------------------------- | --------- | --------------- | - | ---------
|                                                                                                         |  | Three months ended March 31,
|                                                                                                         |  | 2006                         |           | 2005 (restated)
|                                                                                                         |  | (dollars in thousands)      
|Net income                                                                                               |  | $                            | 54        |                 | $ | 205      
|Less: preferred stock dividends                                                                          |  |                              |          |                 |   |         
|                                                                                                         |  |                              |           |                 |   |          
|Net income applicable to common stock                                                                    |  | $                            | 54        |                 | $ | 205      
|                                                                                                         |  |                              |           |                 |   |          
|Weighted average number of common shares outstanding                                                     |  |                              | 8,761,310 |                 |   | 8,509,841
|Effect of dilutive options and warrants                                                                  |  |                              | 240,813   |                 |   | 139,771  
|                                                                                                         |  |                              |           |                 |   |          
|Weighted average number of common shares outstanding used to calculate diluted earnings per common share |  |                              | 9,002,123 |                 |   | 8,649,612
|                                                                                                         |  |                              |           |                 |   |          

No dividends on our common stock were declared during the three month period ended March 31, 2006 or 2005.

Note 5  Stock Options and Warrants

The Company
occasionally grants stock options to purchase the Companys common stock to officers and directors. The options have been granted at a strike price equivalent to the current fair value of the Companys common stock on the grant date and
have a maximum term of five years. Most of the options with a per share exercise price at or above $7.00 do not expire following an officer or directors termination. Options with a per share exercise price below $7.00 terminate at various
times ranging from 60 days to one year following an officer or directors termination. As of March 31, 2006, the Company had outstanding options held by officers and directors to purchase an aggregate of 1,641,500 shares of the
Companys common stock.

On February 20, 2004, upon the closing of its private placement of common stock, the Company granted to the placement
agent and advisor in that offering warrants (the warrants) to purchase 140,187 shares of the Companys common stock at a per share exercise price of $5.89. The warrants expire on February 20, 2008, and until that date, may be
exercised either in cash or pursuant to a cashless exercise.

The following sets forth certain information regarding the outstanding stock
options, including the warrants, for the three months ended March 31, 2005 and 2006:



|                                             |  |                  |   |  |                                |     
|-------------------------------------------- |  | ---------------- | - |  | ------------------------------ | ----
|                                             |  | Number of shares |   |  | Weighted AverageExercise Price
|Balance, December 31, 2004                   |  | 1,577,187        |   |  | $                              | 6.52
|                                             |  |                 
|Granted, three months ended March 31, 2005   |  | 550,000          |   |  |                                | 6.81
|Exercised, three months ended March 31, 2005 |  | (25,000          | ) |  |                                | 5.35
|Expired, three months ended March 31, 2005   |  | (27,000          | ) |  |                                | 6.37
|                                             |  |                  |   |  |                                |     
|Balance, March 31, 2005                      |  | 2,075,187        |   |  |                                | 6.61
|                                             |  |                  |   |  |                                |     
|Balance, December 31, 2005                   |  | 1,855,262        |   |  |                                | 6.71
|                                             |  |                 
|Granted, three months ended March 31, 2006   |  |                 |   |  |                                |    
|Exercised, three months ended March 31, 2006 |  | (59,575          | ) |  |                                | 6.46
|Expired, three months ended March 31, 2006   |  | (14,000          | ) |  |                                | 6.97
|                                             |  |                  |   |  |                                |     
|Balance, March 31, 2006                      |  | 1,781,687        |   |  |                                | 6.72
|                                             |  |                  |   |  |                                |     



9



---

The following sets forth stock options and common stock warrants outstanding as of
March 31, 2006:



|                                                       |  |           |  |                |  |                            
|------------------------------------------------------ |  | --------- |  | -------------- |  | ---------------------------
|Exercise Prices                                        |  | Number    |  | ExpirationDate |  | Options/WarrantsExercisable
|Options with exercise price of $7.00                   |  | 508,000   |  | 2008           |  | 508,000                    
|Options with exercise price of $7.00                   |  | 132,500   |  | 2007           |  | 132,500                    
|Options with exercise price of $10.00                  |  | 85,000    |  | 2006           |  | 85,000                     
|Options with exercise price of $5.35                   |  | 313,000   |  | 2009           |  | 313,000                    
|Options with exercise price of $5.50                   |  | 25,000    |  | 2009           |  | 25,000                     
|Options with exercise price of $5.89 (warrant)         |  | 140,187   |  | 2008           |  | 140,187                    
|Options with exercise price of $7.00                   |  | 30,000    |  | 2009           |  | 30,000                     
|Options with exercise price of $7.05                   |  | 5,000     |  | 2009           |  | 5,000                      
|Options with exercise price of $6.81                   |  | 478,000   |  | 2010           |  | 478,000                    
|Options with exercise price of $7.88                   |  | 15,000    |  | 2010           |  | 15,000                     
|Options with exercise price of $7.68                   |  | 50,000    |  | 2010           |  | 50,000                     
|                                                       |  |           |  |                |  |                            
|Total options and warrants outstanding, March 31, 2006 |  | 1,781,687 |  |                |  | 1,781,687                  
|                                                       |  |           |  |                |  |                            

The Company permits option and warrant holders to tender previously owned shares in lieu of cash to pay the
exercise price for shares acquired through option exercise. This technique results in an increase in the number of shares outstanding, but provides little or no increase in capital account balances. No option holders tendered previously owned shares
during the three months ended March 31, 2006 or 2005.

Effective January 1, 2006, the Company adopted SFAS 123R and is required to recognize
compensation expense for all share-based payments. During the three months ended March 31, 2006, no stock options were granted and therefore, no compensation expense was recognized. Prior to January 1, 2006, the Company applied the
disclosure-only provisions of SFAS 123, which allows an entity to continue to measure compensation costs for those plans using the intrinsic value-based method of accounting prescribed by APB Opinion 25. The Company elected to follow APB Opinion 25
and related interpretations in accounting for its employee stock options. Accordingly, compensation cost for fixed and variable stock-based awards is measured by the excess, if any, of the fair market price of the underlying stock over the amount
the individual is required to pay. Compensation cost for fixed awards is measured at the grant date, while compensation cost for variable awards is estimated until both the number of shares an individual is entitled to receive and the exercise or
purchase price are known (measurement date). No option-based employee compensation cost is reflected in net income, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. The pro
forma information below was determined as if the Company had accounted for its employee stock options under the fair value method of SFAS 123. For purposes of pro forma disclosures, the compensation expense for the options is recognized on the grant
date since all options vest immediately.



10



---

The Companys pro forma information for the period prior to the adoption of SFAS 123R follows (in thousands, except
earnings per share information):



|                                                                                                                    |  |                                   |        |  
|------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------ | -
|                                                                                                                    |  | Three months ended March 31, 2005 |       
|Net income:                                                                                                         |  |                                   |        |  
|As reported                                                                                                         |  | $                                 | 205    |  
|Deducts:                                                                                                            |  |                                   |        |  
|Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax |  |                                   | (1,048 | )
|                                                                                                                    |  |                                   |        |  
|Pro forma net income (loss)                                                                                         |  | $                                 | (843   | )
|                                                                                                                    |  |                                   |        |  
|Basic earnings (loss) per share:                                                                                    |  |                                   |        |  
|As reported                                                                                                         |  | $                                 | 0.02   |  
|Pro forma                                                                                                           |  |                                   | (0.10  | )
|Diluted earnings (loss) per share                                                                                   |  |                                   |        |  
|As reported                                                                                                         |  | $                                 | 0.02   |  
|Pro forma                                                                                                           |  |                                   | (0.10  | )

The weighted average per share fair values of options granted to employees during the three months ended
March 31, 2005 was $3.01. The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used:



|                         |  |      |  
|------------------------ |  | ---- | -
|                         |  | 2005 |  
|Dividend yield           |  | 0    | %
|Expected volatility      |  | .468 |  
|Risk free interest rate  |  | 2.87 | %
|Expected life (in years) |  | 5    |  

All of the Companys outstanding options and warrants will be cancelled for cash in the pending merger of the
Company with Superior Bancorp, formerly The Banc Corporation. See Note 12 in the Consolidated Notes to Financial Statements.

Note 6  On Balance
Sheet Derivatives Instruments and Hedging Activities

Derivative Financial Instruments

The Company is a party to derivative instruments in the normal course of business to reduce its own exposure to fluctuations in interest rates. The following table
summarizes the contract or notional amount of all derivative instruments as of March 31, 2006 and December 31, 2005.



|                               |  |                |     |                   |                   |  |         |     |  |                  
|------------------------------ |  | -------------- | --- | ----------------- | ----------------- |  | ------- | --- |  | -----------------
|                               |  | March 31, 2006 |     | December 31, 2005
|                               |  | Trading        |     |                   | Other ThanTrading |  | Trading |     |  | Other ThanTrading
|                               |  | (in thousands)
|Interest rate swap agreements: |  |                |     |                   |                   |  |         |     |  |                  
|Pay fixed versus receive float |  |               |     |                   | 38,000            |  |        |     |  | 38,000           
|Receive fixed versus pay float |  | 20,000         | (1) |                   |                  |  | 20,000  | (1) |  |                 

---

|(1) | Represents an economic hedge
|--- | ----------------------------

The Company may enter into interest rate
swap contracts, including interest rate swap agreements for economic hedging purposes. The interest rate swap held by the Company as an economic hedge does not qualify for hedge accounting treatment. This economic hedge swap converts the fixed
interest rate payment on certain of its debt obligations to a floating rate. Interest is exchanged periodically on the notional value, with the Company receiving the fixed rate and paying a LIBOR-based floating rate. Changes in the fair value of
this derivative and the interest exchanged are recognized in earnings in the line item trading gains (losses) and settlement on economic hedge. The fair value of this derivative is included in either trading account assets or accrued expenses and
other liabilities. At March 31, 2006 and December 31, 2005, there was one swap held as an economic hedge that was classified as a trading security with a notional amount of $20.0 million.



11



---

Entering into interest rate swap agreements involves not only the risk of dealing with counterparties and their ability
to meet the terms of the contracts but also the interest rate risk associated unmatched positions. There were no credit losses associated with derivative instruments classified as trading for the periods ended March 31, 2006 or 2005.

The following table presents the notional value amounts at March 31, 2006 and December 31, 2005 of the Companys derivative positions held
for hedging purposes. These derivative positions are primarily executed in the over-the-counter market.



|                              |  |                |        |                   |   |                |  |                |        |  |   |    
|----------------------------- |  | -------------- | ------ | ----------------- | - | -------------- |  | -------------- | ------ |  | - | ---
|                              |  | March 31, 2006 |        | December 31, 2005
|                              |  | Notional Value |        | Carrying Value    |   | Notional Value |  | Carrying Value
|                              |  | (in thousands)
|Cash flow hedges:             |  |                |        |                   |   |                |  |                |        |  |   |    
|Interest rate swap agreements |  | $              | 38,000 |                   | $ | 400            |  | $              | 38,000 |  | $ | 275

There were no credit losses associated with derivative instruments classified as hedging for the periods ended
March 31, 2006 or 2005. At both March 31, 2006 and December 31, 2005, there were no nonperforming derivative positions classified as nontrading.

Interest Rate Risk

The Company uses derivative instruments to manage the risk of earnings fluctuations caused by interest rate
volatility. The effect of interest rate movements on hedged assets or liabilities will generally be offset by the derivative instrument.

Derivative
instruments that are used as part of the Companys interest rate risk management strategy include interest rate swaps and options contracts with indices that relate to the pricing of specific balance sheet assets and liabilities. The Company
does not use highly leveraged derivative instruments for interest rate risk management. Interest rate swaps generally involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount
and maturity date. Interest rate options represent contracts that allow the holder of the option to (1) receive cash or (2) purchase, sell or enter into a financial instrument at a specified price within a specified period of time. Certain
of these contracts also provide the Company with the right to enter into interest rate swap, cap and floor agreements with the writer of the option.

By
using derivative instruments, the Company is exposed to credit and market risk. If the counterparty fails to perform, credit risk is equal to the extent of the Companys fair value gain in a derivative. When the fair value of a derivative
instrument contract is positive, this generally indicates that the counterparty owes the Company and, therefore, creates a credit risk for the Company. When the fair value of a derivative instrument contract is negative, the Company owes the
counterparty and, therefore, it has no credit risk. The Company minimizes the credit risk in derivative instruments by entering into transactions with high-quality counterparties that are reviewed periodically by the Companys credit committee.
The Company also maintains a policy of requiring that all derivative instrument contracts be governed by an International Swaps and Derivatives Association Master Agreement, which includes a provision for netting; most of the Companys
agreements with derivative counterparties include bilateral collateral agreements.

Market risk is the adverse effect that a change in interest rates or
implied volatility rates has on the value of a financial instrument. The Company manages the market risk associated with interest rate contracts by establishing and monitoring limits as to the types and degree of risk that may be undertaken.

The Companys derivatives activities are monitored by its Asset/Liability Committee as part of its risk-management oversight of the Companys
treasury functions. The Companys Asset/Liability Management Committee is



12



---

responsible for mandating various hedging strategies that are developed through its analysis of data from financial simulation models and other internal and
industry sources. The resulting hedging strategies are then incorporated into the Companys overall interest rate risk management and trading strategies.

Fair Value Hedges

The Company had no interest rate swaps at March 31, 2006 or December 31, 2005 considered to be a fair
value hedge.

During the second quarter of 2005, the Company began entering into forward sale commitments, which are commitments for future sales of closed
mortgage loans to third parties at a specified price. The change in the value of the forward sales commitment is recognized through current period earnings. The recognition of the change in value of the closed mortgage loans depends on the
effectiveness of the hedge. When hedge effectiveness is not met, the change in the value of the loans is not recognized, but instead is based on the lower of cost or market guidelines. Therefore, any potential gain will not be recognized until the
sale of the loan. Fair value hedged gains or losses were immaterial for the period ended March 31, 2006.

Cash-Flow Hedges

The Company has one interest rate swap implemented in November 2005 used to hedge the repricing characteristics of a floating rate liability. The Company has assumed
hedge effectiveness using the short-cut method allowed under SFAS No. 133. There were no cash flow hedging gains or losses, as a result of hedge ineffectiveness, recognized for the period ended March 31, 2006. As of March 31, 2006,
there were no gains or losses which were reclassified from other comprehensive income to other income as a result of the discontinuance of cash-flow hedges related to certain forecasted transactions that are probable of not occurring. For the three
months ended March 31, 2006, the Company recognized a decrease in interest expense of $29,000 related to interest rate swaps accounted for as cash-flow hedges. At March 31, 2006, cash-flow hedges not terminated had a deferred net gain of
$400,000 included in other comprehensive income, net of tax effect and a remaining life of 1.4 years. Based on the current interest rate environment, this gain is expected to be reclassified to interest income as net settlements occur.

Note 7  Long-term Debt

FHLBA long-term debt:

Community Bancshares wholly owned principal operating subsidiary, Community Bank, is a member of the Federal Home Loan Bank of Atlanta, or the
FHLBA, and is approved to borrow up to $79.6 million under the FHLBAs Convertible Advance Program. As of March 31, 2006, Community Bank had borrowed $67.2 million. These borrowings are secured under a blanket lien
agreement on qualifying mortgage instruments in Community Banks loan portfolio. Under this security agreement, upon an event of default, the FHLBA may declare all or any part of the indebtedness and accrued interest, including any
prepayment fees, to be immediately due and payable. Included in the list of events of default is the situation where the FHLBA reasonably and in good faith determines that a material adverse change has occurred in the
financial condition of Community Bank from that disclosed at the time of the making of any advance or from the condition of Community Bank as most recently disclosed to the FHLBA.

The Companys borrowings from the FHLBA as of March 31, 2006 are as follows:



|            |  |               |  |                    |  |                                                                                                                       
|----------- |  | ------------- |  | ------------------ |  | ----------------------------------------------------------------------------------------------------------------------
|Principal   |  | Rate          |  | Maturity           |  | Options                                                                                                               
|$38,000,000 |  | 3-month LIBOR |  | August 10, 2015    |  | Convertible by the FHLBA on August 10, 2007. If not converted, rate changes to 5.75% and will be fixed until maturity.
|$9,200,000  |  | 4.02%         |  | August 23, 2010    |  | Convertible by the FHLBA on August 23, 2007.                                                                          
|$20,000,000 |  | 3.91%         |  | September 16, 2015 |  | Convertible by the FHLBA on September 16, 2015.                                                                       



13



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Prior to August 8, 2005, Community Bank had borrowed from the FHLBA $38.0 million at a fixed rate of 5.93% per
annum with a final maturity of March 1, 2010. The borrowing was callable by the FHLBA on every quarterly payment date during the life of the obligation. On August 8, 2005, the Bank restructured this borrowing into the $38.0 million listed
in the table above. This restructure was considered to be a modification of debt; therefore, no gain or loss was recognized.

Junior subordinated debt:

In March 2000, the Company completed an offering of $10.0 million of trust preferred securities, pursuant to which:



| |  |  | the Company organized a Delaware statutory business trust called Community (AL) Capital Trust I, or the Trust, governed by an Amended and Restated Declaration of Trust;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Company issued and sold to the Trust approximately $10.3 million in aggregate principal amount of unsecured junior subordinated debentures, or debentures, which were
issued under an Indenture, and which represent the sole assets of the Trust;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Trust issued and sold:
| | - |  | --------------------------



| |  |  | $10.0 million of preferred capital securities, or trust preferred securities, representing undivided beneficial interests in the assets of the Trust, to a third party
special purpose company, which in turn pooled the trust preferred securities together with similar securities of other issuers and sold certificates representing interests in that closed-end, unmanaged pool to investors; and the Trust used the
proceeds from the sale of the trust preferred securities to the pool to purchase the debentures from the Company; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $0.3 million of its common securities to the Company, which represent all of the Trusts outstanding common securities; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | pursuant to a Guarantee Agreement, the Company fully and unconditionally guaranteed the payments of all amounts due on the trust preferred securities, which guarantee is limited to
the extent the Trust has funds available for payment of distributions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Both the debentures and the trust preferred securities accrue and pay
interest semiannually at a rate of 10-7/8% per annum and have a maturity date of March 8, 2030, at which time the principal amount of the debentures becomes due and the trust preferred securities become mandatorily redeemable by the
Company. When the Company makes payments to the Trust, as the holder of the debentures, the Trust, in turn, makes payments to the pool, as the holder of the trust preferred securities. The debentures represent the sole asset of the Trust. The
Company presently is entitled to treat the aggregate liquidation amount of the debentures as Tier 1 capital under Federal Reserve guidelines.

Under the
terms of the debenture, the Company may elect to defer payments of interest due on the debentures for up to ten semiannual payment periods. Accrued interest payable on the debentures was $66,000 and $338,000 at March 31, 2006 and
December 31, 2005, respectively.

The trust preferred securities are mandatorily redeemable upon their maturity, or upon their earlier redemption as
provided in the indenture. Additionally, the Company has the right to redeem the debentures purchased by the Trust:



| |  |  | in whole or in part, on or after, but not at any time before, March 8, 2010; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | in whole, but not in part, at any time within 90 days following the occurrence and during the continuation of a tax event, capital treatment event or
investment company event, as those terms are defined in the indenture.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14



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As specified in the indenture, if the debentures are redeemed prior to maturity, then the redemption price will be a
percentage of the principal amount, ranging from 105.438% in 2010 to 100.00% in and after 2020, plus any accrued but unpaid interest due on the debentures at the time of redemption. If the debentures are redeemed prior to March 8, 2010
following a tax event, capital treatment event or investment company event, the redemption price will be the greater of 100% of the debentures redeemed or the present value of the remaining principal and interest
payments between the redemption date and March 8, 2010, plus, in either case, any accrued but unpaid interest due on the debentures at the time of redemption.

Note 8  Issuance of Common Stock

Community Bank has advisory director boards established in the various markets it serves. These
advisory directors are given the option to receive their fees in cash or stock. Directors fees are accrued when incurred and the aggregate fair market value of the shares issued is charged to accrued directors fees once issued. Common
stock issued during the quarter ended March 31, 2006 in lieu of cash for 2005 accrued advisory directors fees was 10,331 shares at a fair market value of $84,000 on the issue date. No common stock was issued for directors fees
during the three month period ended March 31, 2005.

During the three months ended March 31, 2006, 24,000 stock options were exercised at a grant
price of $7.00 per share, 18,075 stock options were exercised at a grant price of $6.81, and 17,500 stock options were exercised at a grant price of $5.35 resulting in an increase to total stockholders equity of $385,000. During the quarter
ended March 31, 2005, 25,000 stock options were exercised at a grant price of $5.35 per share, resulting in an increase to total stockholders equity of $134,000.

Note 9  Pension Plan

Components of the net periodic benefit cost of the Companys pension plan and
benefit restoration plan for the three months ended March 31, 2006 and 2005 are as follows:



|                                           |  |                |         |                |                        |   |             |  |   |                        |   |  |   |       
|------------------------------------------ |  | -------------- | ------- | -------------- | ---------------------- | - | ----------- |  | - | ---------------------- | - |  | - | ------
|                                           |  | March 31, 2006 |         | March 31, 2005
|                                           |  | PensionPlan    |         |                | BenefitRestorationPlan |   | PensionPlan |  |   | BenefitRestorationPlan
|Interest cost on earned benefit obligation |  | $              | 36,470  |                |                        | $ | 35,130      |  | $ | 135,547                |   |  | $ | 36,682
|Estimated return on plan assets            |  |                | (42,097 | )              |                        |   |            |  |   | (158,018               | ) |  |   |      
|Amortization of net experience loss        |  |                | 12,531  |                |                        |   | 1,365       |  |   | 31,130                 |   |  |   | 1,228 
|                                           |  |                |         |                |                        |   |             |  |   |                        |   |  |   |       
|Net periodic benefit cost                  |  | $              | 6,904   |                |                        | $ | 36,495      |  | $ | 8,659                  |   |  | $ | 37,910
|                                           |  |                |         |                |                        |   |             |  |   |                        |   |  |   |       

The Company contributed $783,061 to the pension plan during the first three months of 2005, but has made no
contributions to the pension plan during the first three months of 2006.

Note 10  Contingencies

Background

At a June 20, 2000, meeting of the board of directors
of Community Bank, one of Community Banks directors brought to the attention of the board of directors the total amount of money that Community Bank had paid to subcontractors in connection with the construction of a new Community Bank branch
office in Guntersville, Alabama. Questions were subsequently raised about a number of Community Bank construction projects. A joint committee of the boards of directors of Community Bancshares and Community Bank conducted an investigation as did law
enforcement and bank regulatory authorities. Following these investigations, the boards of directors terminated the employment of Kennon R. Patterson, Sr., former Chairman, President and Chief Executive Officer of Community Bancshares and Chairman
and Chief Executive Officer of Community Bank, and Larry Bishop, former Vice President of Community Bank and the FDIC commenced administrative proceedings against Mr. Patterson and



15



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Mr. Bishop which are still pending. On March 10, 2005 Mr. Patterson and Mr. Bishop were convicted in the United States District Court for
the Northern District of Alabama of conspiracy, bank fraud and causing false entries to be made in bank records. Mr. Patterson was also convicted of filing false income tax returns. On December 13, 2005, Mr. Patterson was sentenced to
five years in federal prison, and on January 26, 2006, Mr. Bishop was sentenced to four years in federal prison. On January 30, 2006, Mr. Patterson and Mr. Bishop were ordered, jointly and severally, to pay restitution of
approximately $1.8 million, of which approximately $1.3 million is payable to Community Bank.

Patterson Employment Litigation



|            |  |                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------
|Plaintiffs: |  | Community Bancshares, Inc. and Community Bank                                                         
|            | 
|Defendants: |  | Kennon R. Patterson, Sr., Community Bancshares former Chairman, President and Chief Executive Officer

On September 14, 2004, Community Bancshares and Community Bank filed suit against Mr. Patterson in the
Circuit Court of Blount County, Alabama. The complaint alleges that:



| |  |  | Mr. Patterson breached his employment agreement with Community Bancshares by failing to faithfully perform the duties assigned to him;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Patterson made fraudulent misrepresentations to, or suppressed material information from, Community Bancshares and Community Bank and/or their officers, directors and
agents concerning his bankruptcy, the release of mortgages which Community Bank held on his house, and payments made by Community Bancshares and Community Bank to companies owned by Mr. Patterson and members of his family;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Patterson removed property belonging to Community Bancshares and Community Bank following the termination of his employment; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Patterson breached a duty of loyalty and other fiduciary duties owed to Community Bancshares and Community Bank.
| | - |  | --------------------------------------------------------------------------------------------------------------------

On October 18, 2004, Mr. Patterson filed an answer and counterclaim against Community Bancshares and Community Bank. Mr. Pattersons counterclaim
alleges that:



| |  |  | Community Bancshares breached its employment agreement with Mr. Patterson by terminating his employment;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Community Bancshares failed to pay to Mr. Patterson compensation and benefits of $2.4 million which had allegedly accrued prior to the termination of his employment;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Community Bank intentionally interfered with the employment contract between Mr. Patterson and Community Bancshares by instigating, promoting, assisting in and participating in
the termination of Mr. Pattersons employment agreement; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Community Bancshares falsely represented to Mr. Patterson that his employment would not be terminated until Match 31, 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

On January 25, 2005, Mr. Patterson filed a third-party complaint in this lawsuit against R.B. Jackson, Jimmie Trotter, Glynn Debter, John J. Lewis, Jr.,
Patrick M. Frawley and Powell Goldstein, LLP. The third-party complaint alleges that Messrs. Jackson, Trotter, Debter and Lewis, as members of Community Banks Audit Committee, Powell Goldstein, LLP, as the independent counsel for Community
Banks



16



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Audit Committee, and Mr. Frawley, acting individually and in concert with one another, interfered with Mr. Pattersons employment agreement
with Community Bancshares. On April 19, 2005, Powell Goldstein, LLP was dismissed from the lawsuit. On July 15, 2005, Messrs. Jackson, Trotter, Debter, Lewis and Frawley filed a motion for summary judgment which has not been decided. On
March 15, 2006, the court effectively unstayed the case by placing it on the administrative docket.

Patterson ESOP Litigation



|            |  |                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------
|Plaintiffs: |  | Community Bancshares, Inc. Employee Stock Ownership Plan (the ESOP) and North Star Trust Company, as Trustee of the ESOP
|            | 
|Defendants: |  | Kennon R. Patterson, Sr., Community Bancshares former Chairman, President and Chief Executive Officer                    

On March 15, 2004 the Employee Stock Ownership Plan, or ESOP, of Community Bancshares, together
with the ESOP trustee, North Star Trust Company, filed suit against Mr. Patterson in the United States District Court for the Northern District of Alabama. The ESOPs complaint:



| |  |  | alleges that Mr. Patterson breached his fiduciary duty to the ESOP by engaging in activities which adversely affected the value of the Community Bancshares stock held by the
ESOP and concealing information with respect to those activities from other ESOP fiduciaries; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | seeks a declaratory judgment that Mr. Patterson is not entitled to a distribution of his accrued benefits in the ESOP and that such benefits may be held and used to offset the
damages which the ESOP suffered as a result of Mr. Pattersons alleged breach of fiduciary duty.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On July 7, 2004, the Court
denied Mr. Pattersons motion to dismiss the case. On or about July 23, 2004, Mr. Patterson filed a counterclaim seeking a judgment that he is entitled to benefits from the ESOP and declaratory and injunctive relief compelling
the payment of such benefits. On July 26, 2004 the Court, at Mr. Pattersons request, stayed discovery in the case pending the disposition of the criminal charges against Mr. Patterson. On December 14, 2005, the stay was
lifted and the parties are currently proceeding with discovery.

Patterson Benefit Restoration Plan Litigation



|           |  |                                                    
|---------- |  | ---------------------------------------------------
|Plaintiff: |  | Kennon R. Patterson, Sr.                           
|           | 
|Defendant: |  | Community Bancshares, Inc. Benefit Restoration Plan

On February 17, 2005, Mr. Patterson filed suit in the United States District Court for the Northern
District of Alabama to compel payment of his accrued benefits under the Community Bancshares, Inc. Benefit Restoration Plan, a nonqualified supplemental retirement plan. The complaint seeks a judgment against the plan and an order compelling the
payment of benefits.

Patterson Pension Plan Litigation



|           |  |                                                
|---------- |  | -----------------------------------------------
|Plaintiff: |  | Kennon R. Patterson, Sr.                       
|           | 
|Defendant: |  | Community Bancshares, Inc. Revised Pension Plan

On December 16, 2005, Mr. Patterson filed suit in the United States District Court for the Northern
District of Alabama to compel payment of his accrued benefits under the Community Bancshares, Inc. Revised Pension Plan. The complaint seeks a judgment against the plan and an order compelling the payment of benefits. On March 23, 2006, the
Pension Plan filed a motion for summary judgment seeking dismissal of the lawsuit on the grounds that



17



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the retroactive payments sought by Mr. Patterson are not permitted under the terms of the Pension Plan and Mr. Patterson both failed to exhaust his
administrative remedies before filing the lawsuit and failed to complete the forms required to receive a distribution. On April 28, 2006, Mr. Patterson filed a cross-motion for summary judgment based on the same issues addressed in the
Pension Plans motion for summary judgment.

Employee Litigation



|            |  |                                                                                                                                                                                                                          
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Plaintiffs: |  | Bishop K. Walker, Jr., former Senior Executive Vice President and General Counsel of Community Bancshares, and his wife, Wanda Walker, and Denny G. Kelly, former President of Community Bank,
and his wife, Arlene Kelly
|            | 
|Defendants: |  | Community Bancshares, Community Bank, Kennon R. Patterson, Sr., and a number of unidentified defendants                                                                                                                  

On May 5, 2003, the plaintiffs filed separate suits in the Circuit Court of Blount County, Alabama, against
the defendants alleging that they were induced to retire based upon misrepresentations made by Kennon R. Patterson, Sr., who at the time was Community Bancshares Chairman, President and Chief Executive Officer. The plaintiffs claim that
Mr. Pattersons actions constituted fraud, promissory fraud, fraudulent suppression, fraud in the inducement, deceit, fraudulent deceit, negligence, recklessness, wantonness and breach of contract. The complaints seek an unspecified amount
of compensatory and punitive damages.

On October 23, 2003, Community Bancshares and Community Bank filed counterclaims against Mr. Walker and
Mr. Kelly seeking repayment of amounts paid to them as part of a severance arrangement and, in the case of Mr. Kelly, amounts owed to Community Bank in connection with the two loans from Community Bank to Mr. Kelly.

Mr. Kelly and Mr. Walker each filed an amended complaint on or about April 20, 2004. The amended complaints add Mrs. Kelly and Mrs. Walker as
parties plaintiff and allege that representations were made by the defendants to Mrs. Kelly and Mrs. Walker that the defendants would purchase their personal and jointly owned stock of the Company. The complaints assert that the
defendants failure to purchase such stock constitutes promissory fraud, fraudulent misrepresentation, fraudulent suppression, negligence and/or wantonness. Mr. Walkers amended complaint also seeks damages based on Community
Banks refusal to accept a deed in lieu of foreclosure on Mr. Walkers home. On June 15, 2004, Community Bank amended its counterclaim against Mr. Walker to recover a loan deficiency balance following Community Banks
foreclosure on Mr. Walkers home.



18



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Other Litigation

In
addition to the foregoing, Community Bancshares and its affiliates also are from time to time parties to other legal proceedings arising in the ordinary course of Community Bancshares business. We presently believe that, other than the
litigation discussed above, there is no other litigation to which Community Bancshares or its affiliates presently are party that, if such litigation were to result in an outcome unfavorable to Community Bancshares, would, individually or in the
aggregate, have a material adverse effect on our financial condition or results of operations.

Community Bancshares Certificate of Incorporation and
Bylaws provide that, in certain circumstances, we will indemnify its directors and officers, and, provided such persons acted in accordance with the standards set forth in the Delaware General Corporation Law and Community Bancshares
organizational documents, advance expenses to its directors and officers in connection with investigations and proceedings in connection with their service as officers and directors.

Contingency Losses

In all claims against the Company, management has assessed where losses are both probable and can
be reasonably estimated. As of March 31, 2006, management believes there were no losses that were both probable and that could be reasonably estimated; therefore, no accruals were made for contingent liabilities.

Note 11  Sale of Other Real Estate Owned

On January 11,
2006, the Company sold its largest piece of other real estate owned for $9.8 million, or $8.7 million, net of commissions and other costs. The Company had carried the property at $5.8 million. The Company received $0.5 million in cash and financed
$9.3 million of the purchase price. The loan, which is secured by a first mortgage on the property, bears interest at an adjustable rate equal to the prime rate of interest less 1%. Principal and interest are payable at maturity on December 15,
2006. Since the loan requires no principal or interest payments until maturity on December 15, 2006, the Company has decided to defer the gain on sale until the loan is either paid off or is refinanced as an amortizing loan with additional
principal paid at refinancing. As a result, the Company recorded a deferred gain in the amount of $2.9 million which is included in other liabilities in the Companys Consolidated Balance Sheet as of March 31, 2006.

Note 12  Subsequent Events

On May 1, 2006, the Company
announced that it had signed a definitive agreement with Superior Bancorp (Superior), formerly known as The Banc Corporation. Under the terms of the merger agreement, Superior will issue 0.8974 shares of its common stock for each share
of the Companys common stock and will pay cash for the Companys outstanding stock options and warrants. The actual value of the consideration to stockholders will be based upon Superiors share price at consummation. The merger is
currently expected to occur by year-end 2006. Completion of the merger is subject to approval by the stockholders of both corporations, to the receipt of required regulatory approvals, and to the satisfaction of usual and customary closing
conditions.



19



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IMPORTANT INFORMATION ABOUT THIS REPORT

In this Quarterly Report on Form 10-Q, which we refer to as this Report, the words Company, we, us and our
refer to the combined entities of Community Bancshares, Inc., Community Bank, 1stCommunity Credit Corporation,
Community Insurance Corp., Southern Select Insurance, Inc., Community Appraisals, Inc., and Community Funding Corporation.

The words Community
Bancshares, Community Bank, Community Credit, Community Insurance, Southern Select, Community Appraisals, and Community Funding refer to each of those entities
individually.

SPECIAL CAUTIONARY NOTICE

REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Report are
forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act.

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipated events, assumptions, estimates,
intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, and which may cause our actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by the forward-looking statements.

All statements other than statements of historical
fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as may, will, anticipate, hope, project,
assume, should, indicate, would, believe, contemplate, expect, estimate, project, continue, plan, point
to, could, intend, seek, target, and other similar words and expressions of the future. Such forward looking statements include, without limitation, statements regarding:



| |  |  | our business strategy, including our entry into new markets and the exit from certain existing markets;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | future performance, developments, transactions or market forecasts;
| | - |  | -------------------------------------------------------------------



| |  |  | projected benefits to us as a result of any changes in our regulatory restrictions; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | projected investments in and dispositions of assets.
| | - |  | ----------------------------------------------------

The forward-looking
statements may not be realized due to a variety of factors, including, without limitation:



| |  |  | future economic or business conditions;
| | - |  | ---------------------------------------



| |  |  | governmental monetary and fiscal policies, as well as legislative and regulatory changes, including changes in tax laws and regulations;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risks of changes in interest rates on the levels, composition and costs of our deposits, loan demand, and the values of loan collateral, securities, and interest sensitive
assets and liabilities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | interest rate risks and credit risks of our borrowers;
| | - |  | ------------------------------------------------------



| |  |  | the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our potential inability to successfully enter into new markets or to realize the expected benefits of entering into those new markets, or to recognize anticipated sales proceeds and
savings from exiting certain existing markets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our potential inability to successfully implement our strategic plan;
| | - |  | ---------------------------------------------------------------------



| |  |  | our potential inability to realize the expected operational and financial benefits resulting from our improved regulatory standing and the elimination of some of the litigation in
which we have been involved;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure of assumptions underlying the establishment of our allowance for loan losses and other estimates, and the uncertainty and costs of litigation;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



20



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| |  |  | the risks of mergers, acquisitions and divestures, including, without limitation, the related time and costs of implementing such transactions, and the possible failure to achieve
expected gains, revenue growth and/or expense savings expected from such transactions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in accounting policies, rules and practices;
| | - |  | ----------------------------------------------------



| |  |  | difficulties with, or changes in the cost or effectiveness of, technology and/or products;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | our expected use of borrowed funds;
| | - |  | -----------------------------------



| |  |  | risks that the sales of other real estate owned will not close on the terms agreed, including without limitation time and price;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effects of our merger agreement with Superior Bancorp, formerly known as The Banc Corporation, including the values that may be realized, the risks that we may lose customers or
employees, the costs of complying with the terms of the merger agreement, and the risks inherent in Superior Bancorps business and stock value;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effects of war or other conflict, acts of terrorism or other catastrophic events that affect general economic conditions; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | other factors and other information discussed in this Report, as well as other factors and risks described in any of our other reports that we make with the SEC under the Exchange
Act.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All written or oral statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary
notice. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this Report, or after the respective dates on which such statements otherwise are made.



21



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This discussion is intended to assist in an understanding of the financial condition and results of operations of Community Bancshares, Inc. and its
subsidiaries. Unless the context otherwise clearly indicates, the term Company includes Community Bancshares, Inc. and its subsidiaries, and the terms Bank and Community Bank refer to Community Bank, the
Companys wholly-owned commercial banking subsidiary. This analysis should be read in conjunction with the unaudited consolidated financial statements and related notes appearing in Item 1 of this Report and the section entitled
Managements Discussion and Analysis of Financial Condition and Results of Operations, and the notes to consolidated financial statements, appearing in the Companys Annual Report on Form 10-K for the year ended
December 31, 2005.

Overview

We conduct our
operations primarily through Community Bank and its subsidiaries. Community Bank provides a full range of traditional commercial banking services to individual and corporate customers in five counties in north Alabama  Blount, Lauderdale,
Limestone, Madison and Morgan Counties; two counties in northwest Alabama  Marion and Winston Counties; and two counties in southwest Alabama  Marengo and Perry Counties. The retail nature of Community Banks commercial banking
operations allows for diversification of depositors and borrowers, and Community Banks management believes it is not dependent upon a single customer or group of customers. Community Bank does not have a significant portion of commercial
banking loans concentrated within a single industry or group of related industries. Also, we do not consider our commercial banking operations to be seasonal in nature.

During 2005, many positive developments occurred at our Company. A summary of several key 2005 developments include:



| |  |  | Approval of the pro tanto settlements of the Benson and Packard derivative lawsuits on January 31, 2005, resulting in a $0.6 million payment to the Company;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The conviction of our former Chairman, Kennon R. Patterson, Sr. on March 11, 2005, on 15 counts of conspiracy to commit fraud, bank fraud, false entries in bank records and
filing false income tax returns, among others, which we view as another positive development for ongoing litigation;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Notice during March 2005 from the FDIC, the Federal Reserve Bank of Atlanta, and the Alabama State Banking Department that all regulatory agreements, memoranda, plans and/or orders
have been terminated, which actions we expect to substantially reduce costs.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Purchase of American Family Mortgage, LLC effective on March 1, 2005 which we anticipate will increase fee income through the origination and sale of residential mortgage
loans;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Opening of a full service Financial Center in Huntsville, Alabama on August 10, 2005, the first banking office to open as part of our expansion plans in this
growing market;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improvement in our net interest margin from 3.56% for 2004 to 3.84% for 2005, an important development in our strategy to increase core earnings;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The sale of our Double Springs, Alabama branch on November 9, 2005 as part of our branch rationalization strategies resulting in a gain of $0.4 million; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A substantial reduction in loan charge-offs.
| | - |  | --------------------------------------------

During the first three
months of 2006, additional positive developments for the Company occurred. These include:



| |  |  | The sale of our largest piece of other real estate owned for $9.8 million;
| | - |  | --------------------------------------------------------------------------



| |  |  | Further improvement in our net interest margin to 3.94% for the three months ended March 31, 2006 as compared to 3.59% for the same period in 2005 and 3.84% for the year ended
December 31, 2005;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22



---

| |  |  | Continued low levels of net charge-offs at 0.48% of average loans; and
| | - |  | ----------------------------------------------------------------------



| |  |  | Announcement on March 29, 2006 of our agreement to sell our Demopolis, Alabama branch as part of our branch rationalization strategy. The transaction is expected to close later
this year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Also, on May 1, 2006, the Company announced that it had signed a definitive agreement with Superior Bancorp
(Superior), formerly known as The Banc Corporation. Under the terms of the merger agreement, Superior will issue 0.8974 shares of its common stock for each share of the Companys common stock and will pay cash for the Companys
outstanding stock options and warrants. The actual value of the consideration to stockholders will be based upon Superiors share price at consummation. The merger is currently expected to occur by year-end 2006. Completion of the merger is
subject to approval by the stockholders of both corporations, to the receipt of required regulatory approvals, and to the satisfaction of usual and customary closing conditions.

Restatement

Community Bancshares, Inc. has restated its consolidated financial statements for the year ended
December 31, 2004 and for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005. These restatements are to correct errors related to the Companys derivative accounting under Statement of Financial
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133).

These restatements affect the
consolidated financial statements and the other financial information for the year ended December 31, 2004 and for each of the quarters in 2005 and 2004 previously reported on Form 10-K and Form 10-Q.

In December 2003, the Company entered into an interest rate swap agreement relating to a pool of certificates of deposit (CD swap) that was accounted for as a fair value
hedge under SFAS No. 133. The Company elected an abbreviated method (the short-cut method) of documenting the effectiveness of the swap as a hedge, which allowed the Company to assume no ineffectiveness in the transaction as long as
critical terms did not change. The Company recently concluded that the CD swap did not qualify for this method in prior periods. Hedge accounting under SFAS No. 133 for this swap transaction is not allowed retrospectively because the hedge
documentation required for the long-haul method was not in place at the inception of the hedge. Eliminating the application of fair value hedge accounting reverses the fair value adjustments that were made to the hedged item, the pool of
certificates of deposit. This reversal of fair value hedge accounting also results in reclassification of swap net settlements from interest expense to noninterest income as well as recording of swap mark-to-market adjustments in trading gains
(losses) on economic hedges.

Also, on May 11, 2006, the Company determined that it will amend its 2005 Annual Report on Form 10-K as a result of its
conclusion that its deferred income tax assets were overstated by the amount of the tax refunds received as a result of the Companys net operating losses that generated the deferred tax assets. The Company will amend the 2005 Form 10-K to
reflect a prior period adjustment to the Companys equity balance as of December 31, 2002 and to reflect a restatement of the financial results reported for the quarter and year ended December 31, 2004 as well as the resulting effects
on the consolidated balance sheet and consolidated statement of stockholders equity for the year ended December 31, 2005.

The following table
reflects a prior period adjustment necessary to correct the ending balance of the Companys accumulated earnings and total stockholders equity for the deferred tax asset overstatement as of December 31, 2002:



|                                                             |  |                     |        |   |                          |   |        |  
|------------------------------------------------------------ |  | ------------------- | ------ | - | ------------------------ | - | ------ | -
|                                                             |  | AccumulatedEarnings |        |   | TotalStockholdersEquity |  
|                                                             |  | (in thousands)      |       
|Balance at December 31, 2002, before prior period adjustment |  | $                   | 11,024 |   |                          | $ | 40,311 |  
|Prior period adjustment                                      |  |                     | (643   | ) |                          |   | (643   | )
|                                                             |  |                     |        |   |                          |   |        |  
|Balance at December 31, 2002, as restated                    |  | $                   | 10,381 |   |                          | $ | 39,668 |  
|                                                             |  |                     |        |   |                          |   |        |  



23



---

The following tables reflect the previously reported amounts and the restated results by financial statement line item
for the consolidated balance sheet, the consolidated statement of operations, and the consolidated statement of changes in stockholders equity for the year ended December 31, 2004. The restated amounts reflect adjustments for both the
swap transaction and the deferred tax asset correction and include the prior period adjustment described above. Certain amounts have been reclassified to conform to current year presentation.

Consolidated Balance Sheet:



|                                               |  |                         |         |   |            |   |         |  
|---------------------------------------------- |  | ----------------------- | ------- | - | ---------- | - | ------- | -
|                                               |  | As of December 31, 2004 |        
|                                               |  | AsPreviouslyReported    |         |   | AsRestated |  
|                                               |  | (in thousands)          |        
|Deferred income tax assets (c)                 |  | $                       | 9,843   |   |            | $ | 12,758  |  
|Other assets (a)                               |  |                         | 7,845   |   |            |   | 3,862   |  
|Total assets (c)                               |  |                         | 553,424 |   |            |   | 552,355 |  
|Interest-bearing deposits (b)                  |  |                         | 378,347 |   |            |   | 378,635 |  
|Total deposits (b)                             |  |                         | 448,627 |   |            |   | 448,915 |  
|Total liabilities (b)                          |  |                         | 510,547 |   |            |   | 510,835 |  
|Accumulated deficit (c)                        |  |                         | (1,899  | ) |            |   | (3,256  | )
|Total stockholders equity (c)                 |  |                         | 42,877  |   |            |   | 41,520  |  
|Total liabilities and stockholders equity (c) |  |                         | 553,424 |   |            |   | 552,355 |  

Consolidated Statement of Operations:



|                                                                  |  |                                       |        |             |   |        |  
|----------------------------------------------------------------- |  | ------------------------------------- | ------ | ----------- | - | ------ | -
|                                                                  |  | For the Year Ended December 31, 2004  |       
|                                                                  |  | As PreviouslyReported                 |        | As Restated |  
|                                                                  |  | (in thousands, except per share data) |       
|Interest expense-deposits (b)                                     |  | $                                     | 8,816  |             | $ | 9,115  |  
|Total interest expense (b)                                        |  |                                       | 12,626 |             |   | 12,925 |  
|Net interest income (1) (b)                                       |  |                                       | 18,675 |             |   | 17,301 |  
|Net interest income, after provision for loan losses (1) (b)      |  |                                       | 17,688 |             |   | 16,314 |  
|Trading gains (losses) and net settlements on economic hedges (b) |  |                                       |       |             |   | 11     |  
|Income (loss) before income taxes (c)                             |  |                                       | 53     |             |   | (234   | )
|Income taxes (c)                                                  |  |                                       | 123    |             |   | (303   | )
|Net income (c)                                                    |  | $                                     | 176    |             | $ | (537   | )
|Net income (loss) per share:                                      |  |                                       |        |             |   |        |  
|Basic (c)                                                         |  | $                                     | 0.02   |             | $ | (0.06  | )
|Diluted (c)                                                       |  | $                                     | 0.02   |             | $ | (0.06  | )

---

|(1) | Also includes reclassification adjustment for SFAS 91 so that prior years amounts conform to current year presentation.
|--- | ------------------------------------------------------------------------------------------------------------------------

Statement of Changes in Stockholders Equity:



|                                        |  |                                      |        |             |   |        |  
|--------------------------------------- |  | ------------------------------------ | ------ | ----------- | - | ------ | -
|                                        |  | For the Year Ended December 31, 2004 |       
|                                        |  | (in thousands)                       |       
|                                        |  | As PreviouslyReported                |        | As Restated |  
|Increase attributable to net income (c) |  | $                                    | 176    |             | $ | (537   | )
|Balance, end of period (c)              |  |                                      | 42,877 |             |   | 41,520 |  

---

|(a) | Affected by restatement of deferred tax asset, including the prior period adjustment.
|--- | -------------------------------------------------------------------------------------

|(b) | Affected by restatement of SWAP.
|--- | --------------------------------

|(c) | Affected by restatements of both deferred tax asset, including the prior period adjustment, and the restatement of the SWAP.
|--- | ----------------------------------------------------------------------------------------------------------------------------



24



---

Primary Sources of Revenues and Expenses

Net Interest Income

While Community Bank provides most traditional banking services, its principal activities as a
community bank are the taking of demand and time deposits and the making of secured and unsecured consumer loans and commercial loans to small and medium-sized businesses in its markets. As a result, our principal source of revenue is net interest
income at Community Bank. Net interest income is the difference between:



| |  |  | income we receive on our interest-earning assets, such as loans and investment securities; and
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | payments we make on our interest-bearing sources of funds, such as deposits and other borrowings.
| | - |  | -------------------------------------------------------------------------------------------------

The level of net interest income is determined primarily by the average balances, or volume, of interest-earning assets and the various spreads between the rates we earn on our interest-earning assets and the rates we
pay on our interest-bearing liabilities. Changes in our net interest income from period to period result from, among other things:



| |  |  | increases or decreases in the volumes of interest-earning assets and interest-bearing liabilities;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | increases or decreases in the average rates earned and paid on those assets and liabilities;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | our ability to manage the interest-earning asset portfolio, which includes loans;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the availability and costs of particular sources of funds, such as non-interest bearing deposits; and
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | our ability to match our liabilities to fund our assets with a positive spread over our interest costs and with reasonable relations between the maturities or repricing
dates of these assets and liabilities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net Noninterest Income

Our net noninterest revenues consist primarily of:



| |  |  | service charges on customer deposit accounts;
| | - |  | ---------------------------------------------



| |  |  | insurance commissions;
| | - |  | ----------------------



| |  |  | securities gains or losses; and
| | - |  | -------------------------------



| |  |  | other service fees charged to customers.
| | - |  | ----------------------------------------

Our net noninterest expenses
consist primarily of:



| |  |  | salaries and employee benefits;
| | - |  | -------------------------------



| |  |  | costs to hold and maintain premises and equipment;
| | - |  | --------------------------------------------------



| |  |  | insurance;
| | - |  | ----------



| |  |  | director and committee fees; and
| | - |  | --------------------------------



| |  |  | professional service fees.
| | - |  | --------------------------

Critical Accounting Policies

Our accounting policies are established in accordance with accounting principles generally accepted in the United States, or GAAP, and general
practices within our industry. The application of certain of these accounting policies involves a significant amount of judgment as well as the use of estimates and assumptions based upon information that we have at the time of these judgments.
These estimates and judgments involve significant uncertainties, and are susceptible to change. If different assumptions or conditions were to prevail, depending upon the magnitude of any discrepancies from our estimates and judgments, then our
financial condition and results of operations may prove to be materially different from the presentation herein.



25



---

We recognize the following as our critical accounting policies:



| |  |  | Accounting for Allowance for Loan Losses. We analyze our loan portfolio to determine the adequacy of allowance for loan losses and the appropriate provision required to
maintain a level that we consider to be adequate to absorb anticipated loan losses. When we believe that the collection of the principal of a loan is unlikely, that loan is charged off against the allowance for loan losses. Subsequent recoveries of
principal on that loan are added back to the allowance for loan losses. Our evaluation of the adequacy of the allowance for loan losses is based on a formal analysis which assesses the risks within the loan portfolio. Among other factors that we
consider are the following:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our past loan loss experience;
| | - |  | ------------------------------



| |  |  | known and inherent risks in the loan portfolio, including past due and nonperforming loans;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | adverse situations that may affect the borrowers ability to repay those loans;
| | - |  | -------------------------------------------------------------------------------



| |  |  | the estimated value of any underlying collateral;
| | - |  | -------------------------------------------------



| |  |  | our internal loan reviews;
| | - |  | --------------------------



| |  |  | the reviews of regulators; and
| | - |  | ------------------------------



| |  |  | an analysis of current economic conditions.
| | - |  | -------------------------------------------

The
consideration and application of many of these factors involve assumptions, estimates and judgments that are inherently uncertain and are subject to change. We believe that the allowance for loan losses was adequate at March 31, 2006 and
December 31, 2005. While we use available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on economic changes and changes to various borrowers. Certain economic and interest
rate factors could have a material effect on the determination of the allowance for loan losses. Our allowance for loan losses is also subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as
the methodology used to calculate the allowance for loan losses and the size of the allowance for loan losses in comparison to a group of peer banks identified by our regulators. During their routine examinations of banks, the Federal Deposit
Insurance Corporation and the Alabama State Banking Department may require us to make additional provisions to our allowance for loan losses where, in the opinion of the regulators, credit evaluations and allowance for loan loss methodology differ
materially from ours.



| |  |  | Accounting for Income Taxes. We use the asset and liability method of accounting for income taxes. Our determination of the deferred and current provision for income taxes
requires analysis of certain transactions and the related tax laws and regulations applicable to those transactions. We exercise significant judgment in evaluating the amount and timing of the recognition of the resulting tax liabilities and assets.
Our judgments and estimates are re-evaluated on a continual basis as regulatory and business factors change. However, because our judgments and estimates are inherently subjective and subject to change, there can be no assurance that our
determination of the provision for income taxes will not be changed, upward or downward, in future periods. Significant judgments are also made in determining the amount, if any, of valuation allowance accounts established to reduce the value of
deferred tax assets for amounts estimated to be of no future benefit. As of both March 31, 2006 and December 31, 2005, we have no such valuation allowances established against our deferred tax assets. Although we believe that as of both
March 31, 2006 and December 31, 2005, a valuation allowance on our deferred tax asset is not necessary because we believe they do represent future tax benefits, it is possible that results of operations could affect our judgments and
estimates whereby we believe it to be necessary to establish a valuation allowance in the future.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---

| |  |  | Accounting for Contingencies.Statement of Financial Accounting Standard No. 5 (SFAS 5), Accounting for Contingencies, defines a contingency as
an existing condition, situation, or set of circumstances involving uncertainty as to possible gain or loss. It will ultimately be resolved when one or more future events occur or fail to occur. SFAS 5 defines the different levels of probability as
to whether or not future events will confirm the existence of a loss as follows:
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | probable  meaning that the future event or events are likely to occur;
| | - |  | -------------------------------------------------------------------------



| |  |  | reasonably possible  meaning that the chance of the future event or events occurring is more than remote but less than likely; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | remote  meaning that the chance of the future event or events is slight.
| | - |  | ---------------------------------------------------------------------------

Professional judgment is required to classify the likelihood of the future events occurring. In assessing these levels of probability, we acquire all
relevant information concerning the uncertain set of circumstances. An accrual of a loss occurs when it is both probable that an asset has been impaired or a liability has been incurred and when the amount of loss can be reasonably estimated.

As discussed in Note 10 to our consolidated financial statements, legal proceedings are pending or threatened against us, our subsidiaries
as well as their respective indemnities. Except as discussed in Note 10:



| |  |  | we have not concluded that it is probable that a loss has been incurred in any pending litigation;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | we are unable to make a meaningful estimate of the amount or range of loss that could result from an unfavorable outcome of pending litigation; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | accordingly, we have not provided any amounts in the consolidated financial statements for unfavorable outcome, if any.
| | - |  | -----------------------------------------------------------------------------------------------------------------------

The present litigation environment, though improved, is substantially uncertain, and it is possible that our consolidated results of operations, cash
flows or financial position could be materially affected by unfavorable outcomes or settlements of certain pending litigation. All such cases are, and will continue to be, vigorously defended. However, we and our subsidiaries may enter into
discussions in an attempt to settle particular cases if it is in the best interests of our stockholders to do so.



| |  |  | Derivative Instruments.In various segments of its business, the Company uses derivative financial instruments to reduce exposure to changes in interest rates and market
prices for financial instruments. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of hedged
items. The Company believes that its methods for addressing these judgmental areas are in accordance with generally accepted accounting principles in the United States and are in line with industry practices in assessing hedge effectiveness.
However, if in the future, the derivative financial instruments used by the Company no longer qualify for hedge accounting treatment and, consequently, the change in fair value of hedged items could not be recognized in earnings, the impact on the
consolidated results of operations and reported earnings could be significant. Management believes hedge effectiveness is evaluated properly in preparation of the financial statements. All of the derivative financial instruments used by the Company
have active markets and indications of fair value can be readily obtained.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



27



---

FINANCIAL CONDITION

As of March 31, 2006 compared to December 31, 2005

General

The Companys total assets at March 31, 2006 were $576.3 million, an increase of $5.0 million, or 0.9%, from $571.3 million at December 31, 2005. The
Company experienced an increase in loans, net of allowance for loan losses, of $17.2 million, or 5.2%, during the first three months of 2006. The Company experienced an increase in deposits during the first three months of 2006 of $2.4 million, or
0.5%. Noninterest-bearing deposits decreased $2.2 million, or 3.1%, from December 31, 2005 to March 31, 2006, while interest-bearing deposits increased by $4.6 million, or 1.3%.

Earning Assets

The earning assets of the Company principally are
comprised of:



| |  |  | loans;
| | - |  | ------



| |  |  | investment securities;
| | - |  | ----------------------



| |  |  | interest-bearing balances in other banks; and
| | - |  | ---------------------------------------------



| |  |  | federal funds sold.
| | - |  | -------------------

The Companys investment securities portfolio
is used by the Company to make various term investments, to provide a source of liquidity for the Company and to serve as collateral to secure certain deposits. The fair value of the Companys investment securities decreased $4.8 million, or
3.5%, to $131.6 million at March 31, 2006, from $136.4 million at December 31, 2005. The Company also maintains short-term investments in the form of interest-bearing deposits with other banks. These interest-bearing deposits with other
banks amounted to $2.3 million at March 31, 2006, compared to $2.2 million at December 31, 2005, representing an increase of $0.1 million, or 4.5%. At March 31, 2006, the Company had $23.4 million in federal funds sold, compared to
$25.4 million at December 31, 2005, representing a decrease of $2.0 million, or 7.9%.

Total cash due from banks increased $0.6 million, or 3.7%,
during the first three months of 2006, from $16.4 million at December 31, 2005 to $17.0 million at March 31, 2006. Excess cash and cash equivalents along with securities available for sale have been an additional funding source for loan
growth. Loans comprise the largest single category of the Companys earning assets. Loans, net of unearned income, but before the allowance for loan losses, were $354.0 million at March 31, 2006, which represented an increase of
approximately $17.5 million, or 5.2%, from $336.5 million at December 31, 2005.

On May 11, the Company announced its intent to be purchased by
Superior Bancorp, formerly known as The Banc Corporation. We believe that this pending transaction will make for a more profitable use of our balance sheet as our Companys deposits will be a solid, inexpensive and needed source of funding for
Superior Bancorp.

Nonperforming Assets and Past Due Loans

The Companys nonperforming assets primarily are comprised of:



| |  |  | nonaccruing loans;
| | - |  | ------------------



| |  |  | loans 90 days past due or greater;
| | - |  | ----------------------------------



| |  |  | restructured loans;
| | - |  | -------------------



| |  |  | nonaccruing securities; and
| | - |  | ---------------------------



| |  |  | other real estate owned.
| | - |  | ------------------------

Between December 31, 2005 and
March 31, 2006, the Companys ratio of the allowance for loan losses to total nonperforming assets improved from 34.28% to 68.77% due to the $5.2 million decline in nonperforming assets resulting from the sale of the Companys
largest piece of foreclosed property. The ratio of total nonperforming assets to total assets decreased to 1.29% at March 31, 2006, from 2.41% at year-end 2005, while the ratio of nonperforming loans to total loans, net of unearned income,
decreased to 0.95% at March 31, 2006 from 1.08% at December 31, 2005. Total nonperforming assets decreased $6.4 million, or 46.4%, to $7.4 million at March 31, 2006, from total nonperforming assets of $13.8 million at
December 31, 2005.



28



---

The following table summarizes the Companys nonperforming assets at March 31, 2006 and 2005, as well as
December 31, 2005.

NONPERFORMING ASSETS



|                                                                 |  |                |       |   |              |   |        |      |  |   |        |  
|---------------------------------------------------------------- |  | -------------- | ----- | - | ------------ | - | ------ | ---- |  | - | ------ | -
|                                                                 |  | March 31,      |       |   | December 31, |  
|                                                                 |  | 2006           |       |   | 2005         |   |        | 2005 | 
|                                                                 |  | (in thousands) |      
|Nonaccruing loans                                                |  | $              | 2,747 |   |              | $ | 1,799  |      |  | $ | 3,078  |  
|Loans past due 90 days or more                                   |  |                | 392   |   |              |   | 296    |      |  |   | 318    |  
|Restructured loans                                               |  |                | 234   |   |              |   | 237    |      |  |   | 235    |  
|                                                                 |  |                |       |   |              |   |        |      |  |   |        |  
|Total nonperforming loans                                        |  |                | 3,373 |   |              |   | 2,332  |      |  |   | 3,631  |  
|Other real estate owned                                          |  |                | 4,061 |   |              |   | 10,261 |      |  |   | 10,185 |  
|                                                                 |  |                |       |   |              |   |        |      |  |   |        |  
|Total nonperforming assets                                       |  | $              | 7,434 |   |              | $ | 12,593 |      |  | $ | 13,816 |  
|                                                                 |  |                |       |   |              |   |        |      |  |   |        |  
|Ratios:                                                          |  |                |       |   |              |   |        |      |  |   |        |  
|Allowance for loan losses to loans, net of unearned income       |  |                | 1.44  | % |              |   | 1.51   | %    |  |   | 1.41   | %
|Allowance for loan losses to total nonperforming assets          |  |                | 68.77 |   |              |   | 36.44  |      |  |   | 34.28  |  
|Total nonperforming loans to total loans, net of unearned income |  |                | 0.95  |   |              |   | 0.77   |      |  |   | 1.08   |  
|Total nonperforming assets to total assets                       |  |                | 1.29  |   |              |   | 2.30   |      |  |   | 2.41   |  

Funding and Other Debt Obligations

The Companys primary sources of funding are from the deposits of customers of Community Bank and from the Companys short-term and long-term borrowings. Total deposits of $441.3 million at March 31,
2006 reflected an increase of $2.4 million, or 0.5%, from total deposits of $438.9 million at year-end 2005 due to an increase in interest-bearing deposits. Noninterest-bearing deposits decreased $2.2 million, or 3.1%, to $69.2 million at
March 31, 2006, from $71.4 million at December 31, 2005, while interest-bearing deposits increased $4.6 million, or 1.3%, to $372.1 million at March 31, 2006, from $367.5 million at December 31, 2005. Total short-term borrowings
decreased $0.2 million, or 40.0%, from $0.5 million at December 31, 2005 to $0.3 million at March 31, 2006.

On May 6, 2004, Community
Bancshares, Inc. established a line of credit with First Commercial Bank in the amount of $3.0 million. The rate on any used portion of the line of credit is the prime rate plus 50 basis points. The line of credit will mature on May 1, 2009,
and only interest is due on outstanding amounts for two years, with principal payments to begin thereafter. At March 31, 2006, there was no balance outstanding on this line of credit.

Community Bank is a member of the Federal Home Loan Bank of Atlanta, or the FHLBA, and is approved to borrow up to $84.9 million under the FHLBAs
Convertible Advance Program. As of March 31, 2006, Community Bank had borrowed $67.2 million. These borrowings are secured under a blanket lien agreement on qualifying mortgage instruments in Community Banks loan and
investment portfolios. Under this lien agreement, in an event of default, the FHLBA may declare all or any part of the indebtedness and accrued interest, including any prepayment fees, to be immediately due and payable. Included in the
list of events of default is the situation where the FHLBA reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Community Bank from that disclosed at the time of
the making of any advance or from the condition of Community Bank as most recently disclosed to the FHLBA.



29



---

The Companys borrowings from the FHLBA as of March 31, 2006 are as follows:



|            |  |               |  |                    |  |                                                                                                                       
|----------- |  | ------------- |  | ------------------ |  | ----------------------------------------------------------------------------------------------------------------------
|Principal   |  | Rate          |  | Maturity           |  | Options                                                                                                               
|$38,000,000 |  | 3-month LIBOR |  | August 10, 2015    |  | Convertible by the FHLBA on August 10, 2007. If not converted, rate changes to 5.75% and will be fixed until maturity.
|$9,200,000  |  | 4.02%         |  | August 23, 2010    |  | Convertible by the FHLBA on August 23, 2007.                                                                          
|$20,000,000 |  | 3.91%         |  | September 16, 2015 |  | Convertible by the FHLBA on September 16, 2015.                                                                       

Community Bank had originally borrowed from the FHLBA $38.0 million at a fixed rate of 5.93% per annum with a
final maturity of March 1, 2010. The borrowing was callable by the FHLBA on every quarterly payment date during the life of the obligation. On August 8, 2005, the Bank restructured this borrowing into the $38.0 million listed in the table
above. This restructure was considered to be a modification of debt; therefore, no gain or loss was recognized.

In March 2000, the Company completed an
offering of $10.0 million of trust preferred securities, pursuant to which:



| |  |  | the Company organized a Delaware statutory business trust called Community (AL) Capital Trust I, or the Trust, governed by an Amended and Restated Declaration of Trust;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Company issued and sold to the Trust approximately $10.3 million in aggregate principal amount of unsecured junior subordinated debentures, or debentures, which were
issued under an Indenture, and which represent the sole assets of the Trust;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Trust issued and sold:
| | - |  | --------------------------



| |  |  | $10,000,000 of preferred capital securities, or trust preferred securities, representing undivided beneficial interests in the assets of the Trust, to a third party
special purpose company, which in turn pooled the trust preferred securities together with similar securities of other issuers and sold certificates representing interests in that closed-end, unmanaged pool to investors; and the Trust used the
proceeds from the sale of the trust preferred securities to the pool to purchase the debentures from the Company; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $310,000 of its common securities to the Company, which represent all of the Trusts outstanding common securities; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | pursuant to a Guarantee Agreement, the Company fully and unconditionally guaranteed the payments of all amounts due on the trust preferred securities, which guarantee is limited to
the extent the Trust has funds available for payment of distributions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Both the debentures and the trust preferred securities accrue and pay
interest semiannually at a rate of 10-7/8% per annum and have a maturity date of March 8, 2030, at which time the principal amount of the debentures becomes due and the trust preferred securities become mandatorily redeemable by the
Company. When the Company makes payments to the Trust, as the holder of the debentures, the Trust, in turn, makes payments to the pool, as the holder of the trust preferred securities. The debentures represent the sole asset of the Trust. The
Company presently is entitled to treat the aggregate liquidation amount of the debentures as Tier 1 capital under Federal Reserve guidelines.

The Company
may elect to defer payments of interest due on the debentures for up to ten semiannual payment periods. The Company elected to defer its March 2002, September 2002, March 2003, September 2003 and March 2004 interest payments, but on
September 8, 2004 paid $3.7 million, representing all deferred and current amounts then due, and since then, has timely made all payments of interest due. The Company could elect to defer amounts due in the future.

The trust preferred securities are mandatorily redeemable upon their maturity, or upon their earlier redemption as provided in the indenture. Additionally, the Company
has the right to redeem the debentures purchased by the Trust:



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| |  |  | in whole or in part, on or after, but not at any time before, March 8, 2010; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | in whole, but not in part, at any time within 90 days following the occurrence and during the continuation of a tax event, capital treatment event or
investment company event, as those terms are defined in the indenture.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As specified in the indenture, if the
debentures are redeemed prior to maturity, then the redemption price will be a percentage of the principal amount, ranging from 105.438% in 2010 to 100.00% in and after 2020, plus any accrued but unpaid interest due on the debentures at the time of
redemption. If the debentures are redeemed prior to March 8, 2010 following a tax event, capital treatment event or investment company event, the redemption price will be the greater of 100% of the debentures
redeemed or the present value of the remaining principal and interest payments between the redemption date and March 8, 2010, plus, in either case, any accrued but unpaid interest due on the debentures at the time of redemption.

The Company adopted FIN 46 as of March 31, 2004. As a result, the Company deconsolidated the Trust because the Company does not absorb a majority of the expected
losses or residual returns of the Trust. The Trust was previously consolidated because it is controlled by the Company through a majority voting interest. The effect of such deconsolidation, was:



| |  |  | to remove the trust preferred securities from the consolidated statement of condition;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | to recognize the Companys junior subordinated debt obligation to the Trust; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | to recognize the Companys equity investment in the common stock of the Trust.
| | - |  | ------------------------------------------------------------------------------

The junior subordinated debt obligation and equity investment was previously eliminated in consolidation. The equity investment, totaling $310,000, represents the Companys maximum exposure to loss as a result of
its involvement with the Trust. The adoption of FIN 46 had no impact on the Companys net income or earnings per share.

The Company sponsors an
Employee Stock Ownership Plan, or ESOP, to provide the Companys employees with a means of owning its common stock. An employee becomes an eligible participant in the ESOP on June 30 or December 31 of any given year after
completing 12 months of employment during which the employee is credited with 1,000 or more hours of service. Contributions by the Company to the ESOP are made at the discretion of the Companys board of directors, but may not be less than the
amount required to cover any debt service due on the ESOPs loan, which is described below.

The Company has a loan to the ESOP that bears interest at
a floating rate equal to the prime rate of interest. As of March 31, 2006, the interest rate on the note was 7.75%. Principal and interest payments on the ESOP loan are due monthly through August 16, 2011, with the remaining principal and
interest, if any, due upon that date. The ESOP loan may be prepaid in whole or in part without penalty under the loan agreement, subject to applicable ERISA and tax restrictions. The Company makes contributions to the ESOP that enables the ESOP to
make payments due under the ESOP loan. Under Statement of Position No. 93-6 (SOP 93-6), Employers Accounting for Employee Stock Ownership Plans, employers that sponsor an ESOP with an employer loan should not report the
ESOPs note payable or the employers note receivable in the employers balance sheet, nor should interest cost or interest income be recognized on the employer loan. The Company has followed SOP 93-6 accordingly. The principal
balance of the Companys loan to the ESOP at March 31, 2006 was $1.3 million.

Under the terms of the ESOP, after a person ceases to be an
employee of Community Bancshares and/or its affiliates, that person is no longer eligible to participate in the ESOP. In that case, the person may demand to receive, as a lump sum payment, all amounts credited to his benefit under the ESOP as of the
end of the year immediately preceding that persons termination of employment with the Company.

Mr. Kennon R. Patterson, Sr., whose
employment with the Company terminated in January 2003, has demanded to receive from the ESOP a total of approximately $350,000, representing the total amount accrued by Mr. Patterson during his participation in the ESOP. The Company evaluated
its obligations to Mr. Patterson in light of



31



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Mr. Pattersons indictment and subsequent conviction of certain crimes involving the Company, as well as other requirements of law applicable to ESOPs,
and, as a result, on March 15, 2004, the ESOP and the ESOP trustee, North Star Trust Company, filed suit in the United States District Court for the Northern District of Alabama against Kennon R. Patterson, Sr. In the lawsuit, the ESOP seeks
damages for alleged breaches of fiduciary duty by Mr. Patterson, and both the ESOP and the trustee seek a declaratory judgment that the ESOP has a right of set-off against Mr. Pattersons account in the ESOP, and the ESOP is not
required to make a distribution of funds to Mr. Patterson. Mr. Patterson has since been convicted on various counts including bank fraud. Prior to September 20, 2005, the Company could have been required to contribute cash to the ESOP
in order to enable the ESOP to make this lump sum cash payment. However, on September 20, 2005, the Companys stock was approved for trading on NASDAQ Capital Market, and as a result, the Company has amended its ESOP to no longer require
cash distributions, but rather permit stock to be distributed. The Company now believes that should the ESOP be required to distribute the account balance to Mr. Patterson, it can do so in stock thus eliminating the potential need for a cash
contribution from the Company.

The Company also evaluated its obligations to Mr. Patterson under a supplemental nonqualified retirement plan and as a
result has denied his request for payment of benefits under the plan. Our denial has been challenged by Mr. Patterson in pending litigation and therefore we have not removed the accrued liability for the benefit from the Companys
consolidated balance sheet. The portion of the liability attributable to Mr. Patterson is included in other liabilities on the Companys consolidated balance sheet.

Liquidity

The following is a discussion of cash flows and sources of liquidity. The Company experienced a $1.3
million decrease in cash and cash equivalents during the first three months of 2006, due primarily to cash used by investing activities as the Company experienced increases in loan demand. Cash provided by operating activities was $1.8 million,
compared to $2.8 million for the three month period ended March 31, 2005. Investing activities used cash of $5.7 million during the first three months of 2006, resulting mostly from loan originations net of collections partially offset by
proceeds of maturities, sales, calls, and paydowns of securities and net proceeds from the sale of foreclosed assets. The Company also used $0.2 million of cash to invest in premises and equipment. Cash provided by financing activities was $2.6
million during the first three months of 2006, compared to $5.9 million used by financing activities during the first three months of 2005. Demand deposits, NOW and savings accounts decreased $6.4 million during the first three months of 2006, which
was more than offset by increases in cash from the growth of certificates of deposit totaling $8.8 million.

Community Bank represents the Companys
principal operating subsidiary and source of earnings. Dividends paid by Community Bank historically have been the primary source of funds available to the Company, to pay expenses, service debt and pay dividends to stockholders. Generally, the
Federal Reserve Act, Section 23A, limits loans and extensions of credit from banks to their affiliated holding companies. The Company also receives cash from its subsidiaries for its portion of tax benefit on intercompany income tax
settlements. The intercompany tax settlements, however, are only possible if the subsidiaries generate taxable income sufficient to pay income taxes. Community Bank discontinued paying the Company a management fee in 2003.

Capital Resources

The Companys total stockholders equity
at March 31, 2006 was 7.5% of total assets, as compared to 7.6% at December 31, 2005.

The Federal Reserve and the FDIC have adopted risk-based
capital guidelines for bank holding companies and state banks, respectively. The guideline for a minimum ratio of capital to risk-weighted assets (including certain off balance sheet activities, such as standby letters of credit) is 8%. At least
half of the total capital must consist of Tier 1 Capital, which includes common equity, retained earnings and a limited amount of qualifying preferred stock, less goodwill. The remainder may consist of non-qualifying preferred stock,
qualifying subordinated, perpetual, and/or mandatory convertible debt, term subordinated debt and intermediate term preferred stock and up to 45% of the pretax unrealized holding gains on available-for-sale equity securities with readily
determinable market values that are prudently valued, and a limited amount of any loan loss allowance, which is referred to as Tier 2 Capital. Tier 1 Capital and Tier 2 Capital are together referred to as Total Capital.



32



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In addition, the federal bank regulatory agencies have established minimum leverage ratio guidelines for bank holding
companies, national banks, and state member banks, which provide for a minimum leverage ratio of Tier 1 Capital to adjusted average quarterly assets, or a leverage ratio, equal to 3%, plus an additional cushion of 1.0% to 2.0%, if the
institution has less than the highest regulatory rating. The guidelines also provide that institutions experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets. Higher capital may be required in individual cases, depending upon a bank holding companys risk profile. All bank holding companies and banks are expected to hold capital
commensurate with the level and nature of their risks, including the volume and severity of their problem loans. Lastly, the Federal Reserves guidelines indicate that the Federal Reserve will continue to consider a Tangible Tier 1
Leverage Ratio (deducting all intangibles) in evaluating proposals for expansion or new activity.

The Federal Deposit Insurance Corporation
Improvement Act of 1992, or FDICIA requires the federal banking agencies to take prompt corrective action in respect of depository institutions that do not meet minimum capital requirements. FDICIA establishes five capital
tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.

The capital measures used by the federal banking regulators are the Total Capital ratio, Tier 1 Capital ratio, and the leverage ratio. Under the regulations, a state
bank will be:



| |  |  | well capitalized if it has a Total Capital ratio of 10% or greater, a Tier 1 Capital ratio of 6% or greater, and is not subject to any written agreement, order, capital
directive, or prompt corrective action directive by a federal bank regulatory agency to meet and maintain a specific capital level for any capital measure;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adequately capitalized if it has a Total Capital ratio of 8% or greater, a Tier 1 Capital ratio of 4% or greater, and a leverage ratio of 4% or greater (3% in certain
circumstances) and is not well capitalized;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | undercapitalized if it has a Total Capital ratio of less than 8%, a Tier 1 Capital ratio of less than 4% (3% in certain circumstances); or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | critically undercapitalized if its tangible equity is equal to or less than 2% of average quarterly tangible assets.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding
company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to growth limitations and are required to submit a capital restoration plan for approval. An acceptable capital
restoration plan requires the depository institutions parent holding company to guarantee that the institution comply with such capital restoration plan. The aggregate liability of the parent holding company is limited to the lesser of 5% of
the depository institutions total assets at the time it became undercapitalized and the amount necessary to bring the institution into compliance with applicable capital standards. If a depository institution fails to submit an acceptable
plan, it is treated as if it is significantly undercapitalized. If the controlling holding company fails to fulfill its obligations under FDICIA and files (or has filed against it) a petition under the federal Bankruptcy Code, the claim would be
entitled to priority in such bankruptcy proceeding over third party creditors of the bank holding company.

The Federal Financial Institutions Examination
Councils, or the FFIEC, internal rating system is used by the federal and state regulators for assessing the soundness of financial institutions on a uniform basis and for identifying those institutions requiring special
supervisory attention. Each financial institution is assigned a confidential composite rating based on an evaluation and rating of five essential components of an institutions financial condition and operations including:



| |  |  | Capital adequacy;
| | - |  | -----------------



| |  |  | Asset quality;
| | - |  | --------------



| |  |  | Management;
| | - |  | -----------



33



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| |  |  | Earnings;
| | - |  | ---------



| |  |  | Liquidity; and
| | - |  | --------------



| |  |  | Sensitivity to market risk.
| | - |  | ---------------------------

Under this system, there is an
emphasis on the quality of risk management practices. For most institutions, the FDIC has indicated that market risk primarily reflects exposures to changes in interest rates. When regulators evaluate this component, consideration is expected to be
given to: managements ability to identify, measure, monitor and control market risk; the institutions size; the nature and complexity of its activities and its risk profile; and the adequacy of its capital and earnings in relation to its
level of market risk exposure. Market risk is rated based upon, but not limited to: an assessment of the sensitivity of the financial institutions earnings or the economic value of its capital to adverse changes in interest rates, foreign
exchange rates, commodity prices, or equity prices; managements ability to identify measure, and control exposure to market risk; and the nature and complexity of interest rate risk exposure arising from nontrading positions. Significantly
undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, and cessation of receipt of
deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator.

The
Companys Tier 1 Capital, including the $10.0 million of trust preferred securities issued to purchase the Companys junior subordinated deferrable interest debentures, totaled $44.2 million at March 31, 2006, as compared to $42.8
million at December 31, 2005. Tier 1 Capital plus Tier 2 Capital components are referred to as Total Risk-Based Capital, which was equal to $49.0 million at March 31, 2006, as compared to $47.5 million at year-end 2005.

The Companys Tier 1 and Total Risk-Based Capital ratios were 11.74% and 12.99%, respectively, at March 31, 2006, compared to 11.58% and 12.83%, respectively,
at year-end 2005. At March 31, 2006, both Tier 1 and Total Risk-Based Capital of the Company exceeded the regulatory minimum ratios of 4.0% and 8.0%, respectively. The Companys Tier 1 leverage ratio was 7.90% and 7.75% at March 31,
2006 and December 31, 2005, respectively.

The following table shows both the Companys and the Banks regulatory total risk based capital
and Tier 1 capital amounts and ratios as of March 31, 2006 and December 31, 2005:



|                                                  |  |                        |        |       |                   |   |        |   |        |  |       |  
|------------------------------------------------- |  | ---------------------- | ------ | ----- | ----------------- | - | ------ | - | ------ |  | ----- | -
|                                                  |  | March 31, 2006         |        |       | December 31, 2005 |  
|                                                  |  | Amount                 |        | Ratio |                   |   | Amount |   | Ratio  | 
|                                                  |  | (Dollars in thousands) |       
|Total risk based capital to risk weighted assets: |  |                        |        |       |                   |   |        |   |        |  |       |  
|Consolidated                                      |  | $                      | 48,962 |       | 12.99             | % |        | $ | 47,459 |  | 12.83 | %
|Community Bank                                    |  |                        | 39,314 |       | 11.80             |   |        |   | 44,122 |  | 12.15 |  
|Tier 1 capital to risk weighted assets:           |  |                        |        |       |                   |   |        |   |        |  |       |  
|Consolidated                                      |  |                        | 44,246 |       | 11.74             |   |        |   | 42,833 |  | 11.58 |  
|Community Bank                                    |  |                        | 43,980 |       | 10.54             |   |        |   | 39,579 |  | 10.90 |  
|Tier 1 capital to quarterly average assets:       |  |                        |        |       |                   |   |        |   |        |  |       |  
|Consolidated                                      |  |                        | 44,246 |       | 7.90              |   |        |   | 42,833 |  | 7.75  |  
|Community Bank                                    |  |                        | 43,980 |       | 7.03              |   |        |   | 39,579 |  | 7.17  |  

FDIC Insurance Assessments

The Banks deposits are insured by the FDICs Bank Insurance Fund, or BIF, and the Bank is subject to FDIC Insurance Assessments. The FDIC utilizes a risk-based deposit insurance premium scheme
to determine the assessment rates for BIF-insured depository institutions. Each financial institution is assigned to one of three capital groups - well capitalized, adequately capitalized or undercapitalized - and
further assigned to one of three subgroups within a capital group, on the basis of supervisory evaluations by the institutions primary federal and, if applicable, state regulators and other information relevant to the institutions
financial condition and the risk posed to the applicable insurance fund. The actual assessment rate applicable to a particular institution will, therefore, depend in part upon the risk assessment classification so assigned to the institution by the
FDIC.



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The FDICs BIF assessment schedule continues to range from zero to 27 basis points per annum, and has remained
unchanged since 2001. The FDIC also collects Financing Corporation (FICO) deposit assessments. The FICO assessments are set quarterly and ranged from 1.34 to 1.44 basis points in 2005. The assessment was 1.32 for the first quarter of
2006.

During the three months ended March 31, 2006 and 2005, the Bank expensed approximately $14,000 and $199,000, respectively, in total deposit
insurance premiums.

Regulatory Restrictions

FDICIA

FDICIA directs that each federal banking regulatory agency prescribe standards for depository institutions and depository institution holding companies
relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth composition, a maximum ratio of classified assets to capital, minimum earnings sufficient to
absorb losses, a minimum ratio of market value to book value for publicly traded shares, and such other standards as the federal regulatory agencies deem appropriate.

FDICIA also contains a variety of other provisions that may affect the operations of the Company and the Bank, including new reporting requirements, regulatory standards for real estate lending, truth in
savings provisions, the requirement that a depository institution give 90 days prior notice to customers and regulatory authorities before closing any branch, and a prohibition on the acceptance or renewal of brokered deposits by depository
institutions that are not well capitalized or are adequately capitalized and have not received a waiver from the FDIC. The Bank had no brokered deposits as of March 31, 2006.

Enforcement Policies and Actions

The Federal Reserve, the FDIC and the Department monitor compliance with laws and
regulations. Violations of laws and regulations, or other unsafe and unsound practices, may result in these agencies imposing fines or penalties, cease and desist orders, or taking other enforcement actions. Under certain circumstances, these
agencies may enforce these remedies directly against officers, directors, employees and others participating in the affairs of a bank or bank holding company. The regulatory agencies have extensive powers to enforce their agreements with banks and
bank holding companies, including, among other actions, civil money penalties, and possible proceedings to terminate FDIC insurance.

Off Balance Sheet
Arrangements

As of March 31, 2006, we had no material unconditional purchase obligations that were not recorded on the balance sheet.

The Company in the normal course of business is party to credit related financial instruments with off balance sheet risk to meet the financing needs of its
customers. These financial instruments include commitments to extend credit and standby letters-of-credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated
balance sheets.

The Companys exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same
credit policies in making commitments as it does for on balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The commitments for equity lines of credit may expire
without being drawn upon. Therefore, the total commitments amounts do not necessarily represent future cash requirements. The amount of



35



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collateral obtained, if it is deemed necessary by the Company, is based on managements credit evaluation of the customer. At December 31,
2005, the outstanding commitments to grant loans represented a credit risk of $27.4 million. At March 31, 2006, the outstanding commitments to grant loans represented a credit risk of $29.8 million.

Standby letters-of-credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. These letters-of-credit
are primarily issued to support public and private borrowing arrangements. Essentially all letters-of-credit issued by the Company have expiration dates within one year, but the majority are automatically renewable for the beneficiary. The credit
risk involved in issuing letters-of-credit is essentially the same as that involved in extending loan facilities to customers. At December 31, 2005, the Company has standby letters-of-credit outstanding of $1.1 million. At March 31,
2006, the Company has standby letters-of-credit outstanding of $1.6 million.

The Company has also entered into interest rate swaps and may enter into more
in the future as a means of hedging its assets or liabilities and to manage the risk of earnings fluctuations caused by interest rate volatility.

On
December 8, 2003, the Company entered into an interest rate swap with a notional amount of $20.0 million. This swap does not qualify for hedge accounting and is treated as an economic hedge. The Company receives a fixed annual rate of 5.43% and
pays a floating rate equal to the 3-month LIBOR plus 2.425%. This interest rate swap matures on June 8, 2006.

In August 2005, after restructuring its
$38.0 million FHLBA borrowing, the Company entered into a second interest rate swap with a notional amount of $38.0 million that was effective on November 10, 2005. The Company entered this swap, which matures on August 10, 2007, to
convert the floating rate portion of the borrowing to a fixed rate. The Company receives a floating rate at 3-month LIBOR and pays an annual fixed rate of 4.22%. This swap qualifies and is classified as a cash flow hedge.

RESULTS OF OPERATIONS

For
the three month periods ended March 31, 2006 and 2005

General

The Companys net income for the three month period ended March 31, 2006 was $54,000, as compared to net income of $205,000 for the same period in 2005. Net income for the three months ended March 31,
2006 represented $0.01 earnings per share on both a basic and diluted basis, compared to basic and diluted earnings per share of $0.02 during the three month period ended March 31, 2005. This decrease in earnings was due mostly to 2005 net
income including a one-time litigation settlement of $0.6 million reported in other noninterest income. Core components of net income, such as net interest income, actually increased over 2005 results.

Net Interest Income

Net interest income represents the difference
between the interest earned by the Company on its assets and the cost borne by the Company on its interest-bearing liabilities. For the three months ended March 31, 2006, the Companys net interest income before its provision for loan
losses was $4.9 million. Net interest income, before provision for loan losses, increased approximately $0.7 million, or 16.7%, from $4.2 million for the same period of 2005. Revenues from interest-earning assets of the Company increased $1.4
million, or 18.7%, to $8.9 million for the three months ended March 31, 2006 from $7.5 million for the same period in 2005. Average earning assets outstanding during the first three months of 2006 were $508.9 million, which represents an
increase of $35.4 million, or 7.5%, from $473.5 million from the first three months of 2005. The Companys yield on its average earning assets increased 68 basis points to 7.09% for the first three months of 2006, compared to 6.41% for the same
period of 2005. The increase in yield was attributable to the shift away from lower yielding securities into higher yielding loans as the Company has experienced success in its loan production efforts as well as higher overall interest rates on
loans. Interest expense for the three months ended March 31, 2006 was $3.9 million, an increase of $0.6 million, or 18.2%, from the Companys interest expense of $3.3 million for the corresponding period of 2005. This increase occurred due
to an increase in the volume of deposits, particularly interest-bearing deposits, and other interest-bearing



36



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liabilities such as FHLBA debt. Average deposits and other interest-bearing liabilities during the first three months of 2006 were $454.2 million, which
represents an increase of $19.7 million, or 4.5%, from $434.5 million for the same period of 2005. The rate paid by the Company on average deposits and other interest-bearing liabilities increased 45 basis points to 3.53% for the three month period
ended March 31, 2006, compared to 3.08% for the first three months of 2005, as the Company raised rates on deposits in response to overall rate increases in the economy.

The Companys net interest margin for the three months ended March 31, 2006 was 3.94% and was 3.59% for the same period in 2005. Net interest margin is computed by dividing net interest income by average
interest-earning assets. This ratio represents the difference between the average yield returned on average interest-earning assets and the average rate paid on funds used to support those interest-earning assets, including both interest-bearing and
noninterest-bearing sources.

The Companys net interest spread for the three months ended March 31, 2006 increased 23 basis points to 3.56%,
from 3.33% for the three months ended March 31, 2005, as the increase in the average yield on interest-earning assets exceeded the increase in the average cost of interest-bearing sources of funds. Net interest spread measures the difference
between the average yield on interest-earning assets and the average rate paid on interest-bearing sources of funds.

Provision for Loan Losses and
Allowance for Loan Losses

The Companys allowance for loan losses at March 31, 2006 was $5.1 million, which represented an increase of $0.4
million, or 8.5%, from a December 31, 2005 allowance of $4.7 million. The provision for loan losses was $0.8 million and $0.3 million for the three month periods ended March 31, 2006 and 2005, respectively. Management continues to make
provisions for current losses in the Companys loan portfolio, as well as for any other deterioration identified, as it continues to evaluate the risks in its loan portfolio. The credit quality of the Companys loan portfolio has improved
significantly; therefore, we have provided for a slight decrease in the allowance for loan losses as a percentage of total loans from March 31, 2005. As a percentage of total loans, net of unearned income, the allowance for loan losses was 1.4%
for both three month periods ended March 31, 2006 and December 31, 2005 and was 1.5% at March 31, 2005. Total loan charge-offs during the first three months of 2006 amounted to $0.5 million, a $0.1 million increase from $0.4 million
for the same period in 2005. Loan charge-offs exceeded recoveries by $0.4 million during the first three months of 2006, which represented an increase of $0.1 million, from $0.3 million net for the same period during 2005. Management believes that
the Companys allowance for loan losses at March 31, 2006 was adequate based upon information available to management at that date; however, due to the inherent subjectivity and uncertainty of determining the appropriate allowance for loan
losses, the Company can give no assurance that additional losses may not occur or that additional or unforeseen provisions to the allowance for loan losses will not be necessary.

The following discussion relates to the Companys policies as presently in effect. Interest on loans is accrued from the date an advance is made. The performance of loans is evaluated primarily on the basis of a
review of each customer relationship over a period of time and the judgment of lending officers as to the ability of borrowers to meet the repayment terms of loans. If there is reasonable doubt as to the repayment of a loan in accordance with the
agreed terms, then the loan may be placed on a nonaccrual basis pending the sale of any collateral or a determination as to whether sources of repayment exist. This action may be taken even though the financial condition of the borrower or the
collateral may be sufficient ultimately to reduce or satisfy the obligation. Generally, when a loan is placed on a nonaccrual basis, all payments are applied to reduce principal to the extent necessary to eliminate doubt as to the repayment of the
loan. Thereafter, any interest income on a nonaccrual loan is recognized only on a cash basis.

The Companys policy generally is to place a loan on
nonaccrual status when it is contractually past due 90 days or more as to payment of principal or interest. A loan may be placed on nonaccrual status at an earlier date when concerns exist as to the ultimate collections of principal or interest. At
the time a loan is placed on nonaccrual status, interest accrued in a prior year but not collected is charged against the allowance for loan losses and unpaid interest accrued in the current year is charged against earnings. Loans that are
contractually past due 90 days or more, and which are well secured and in the process of collection generally are not placed on nonaccrual status.



37



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Lending officers are responsible for the ongoing review and administration of loans assigned to them. As such, they make
the initial identification of loans that present some difficulty in collection, or where circumstances indicate that the possibility of loss exists. The responsibilities of the lending officers include the collection effort on a delinquent loan. To
strengthen internal controls in the collection of delinquencies, senior management and the Directors Asset Quality Committee are informed of the status of delinquent and problem, or watch, loans on a quarterly basis. Senior
management reviews the allowance for loan losses and makes recommendations to the Board of Directors as to loan charge-offs on a monthly basis.

The
allowance for loan losses represents managements assessment of the risk associated with extending credit and its evaluation of the quality of the loan portfolio. Management analyzes the loan portfolio to determine the adequacy of the allowance
for loan losses and the appropriate provision required to maintain a level believed adequate to absorb anticipated loan losses. In assessing the adequacy of the allowance, management reviews the size, quality and risk of loans in the portfolio.
Management also considers such factors as the Banks loan loss experience, the amount of past due and nonperforming loans, specific known risks, the status and amount of nonperforming assets, underlying collateral values securing loans, current
and anticipated economic conditions and other factors which affect the allowance for loan losses. An analysis of the credit quality of the loan portfolio and the adequacy of the allowance for loan losses is prepared by the Banks Director of
Risk Management and presented to the Board of Directors on a monthly basis. In addition, a qualified loan review specialist is dedicated full-time to the loan review function.

The Banks allowance for loan losses is also subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance for
loan losses and the size of the allowance for loan losses in comparison to a group of peer banks identified by the regulators. During their routine examinations of banks, the FDIC and the Department may require a bank to make additional provisions
to its allowance for loan losses where, in the opinion of the regulators, credit evaluations and allowance for loan loss methodology differ materially from those of management.

While it is the Banks policy to charge off in the current period loans for which a loss is considered probable, there are additional risks of future losses which cannot be quantified precisely or attributed to
particular loans or classes of loans. Because these risks include the state of the economy and other external factors that are difficult to properly gauge and predict, managements judgment as to the adequacy of the allowance is necessarily
approximate and imprecise.



38



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The following table summarizes the levels of the allowance for loan losses as of March 31, 2006 and 2005, as well as
December 31, 2005:



|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|----------------------------------------------------------------------------------- |  | -------------- | ------- | - | ------------ | - | ------- | ---- |  | - | ------- | -
|                                                                                    |  | March 31,      |         |   | December 31, |  
|                                                                                    |  | 2006           |         |   | 2005         |   |         | 2005 | 
|                                                                                    |  | (in thousands) |        
|Allowance for loan losses at beginning of period                                    |  | $              | 4,736   |   |              | $ | 4,625   |      |  | $ | 4,625   |  
|Loans charged off:                                                                  |  |                |         |   |              |   |         |      |  |   |         |  
|Commercial, financial and agricultural                                              |  |                | (4      | ) |              |   | (21     | )    |  |   | (78     | )
|Real estate - mortgage                                                              |  |                | (72     | ) |              |   | (54     | )    |  |   | (284    | )
|Consumer                                                                            |  |                | (417    | ) |              |   | (301    | )    |  |   | (1,282  | )
|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|Total loans charged off                                                             |  |                | (493    | ) |              |   | (376    | )    |  |   | (1,644  | )
|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|Recoveries on loans previously charged off:                                         |  |                |         |   |              |   |         |      |  |   |         |  
|Commercial, financial and agricultural                                              |  |                | 2       |   |              |   | 10      |      |  |   | 20      |  
|Real estate - mortgage                                                              |  |                | 16      |   |              |   | 4       |      |  |   | 642     |  
|Consumer                                                                            |  |                | 56      |   |              |   | 67      |      |  |   | 297     |  
|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|Total recoveries                                                                    |  |                | 74      |   |              |   | 81      |      |  |   | 959     |  
|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|Net loans charged off                                                               |  |                | (419    | ) |              |   | (295    | )    |  |   | (685    | )
|Provision for loan losses                                                           |  |                | 795     |   |              |   | 259     |      |  |   | 796     |  
|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|Allowance for loan losses at end of period                                          |  | $              | 5,112   |   |              | $ | 4,589   |      |  | $ | 4,736   |  
|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|Loans, net of unearned income, at end of period                                     |  | $              | 354,030 |   |              | $ | 304,802 |      |  | $ | 336,462 |  
|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|Average loans, net of unearned income, outstanding for the period                   |  | $              | 349,810 |   |              | $ | 301,852 |      |  | $ | 321,190 |  
|                                                                                    |  |                |         |   |              |   |         |      |  |   |         |  
|                                                                                    |  |               
|                                                                                    |  | March 31,      |         |   | December 31, |  
|                                                                                    |  | 2006           |         |   | 2005         |   |         | 2005 | 
|Ratios:                                                                             |  |                |         |   |              |   |         |      |  |   |         |  
|Allowance for loan losses to loans, net of unearned income, at end of period        |  |                | 1.44    | % |              |   | 1.51    | %    |  |   | 1.41    | %
|Allowance for loan losses at end of period to average loans, net of unearned income |  |                | 1.46    |   |              |   | 1.52    |      |  |   | 1.47    |  
|Net charge-offs (annualized) to average loans, net of unearned income               |  |                | 0.48    |   |              |   | 0.39    |      |  |   | 0.21    |  
|Net charge-offs (annualized) to allowance for loan losses, at end of period         |  |                | 32.79   |   |              |   | 25.71   |      |  |   | 14.46   |  

Noninterest Income

Noninterest income was $1.3 million and $1.8 million for the three month periods ended March 31, 2006 and March 31, 2005, respectively. Service charges on deposit accounts remained level at $0.7 million for both the three month
periods ended March 31, 2006 and 2005. Insurance commissions were down $0.1 million for the three month period ended March 31, 2006 from $0.5 million in 2005 to $0.4 million this year. Other noninterest income declined $0.4 million, or
57.5%, from $0.7 million for the three months ended March 31, 2005 to $0.3 million for the same period in 2006, but only as a result of a one-time litigation settlement in 2005 of $0.6 million. Otherwise, other noninterest income would have
increased.



39



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NONINTEREST INCOME



|                                                      |  |                |       |   |                |   |       |               |  |          |  
|----------------------------------------------------- |  | -------------- | ----- | - | -------------- | - | ----- | ------------- |  | -------- | -
|                                                      |  | March 31,      |       |   |                |  
|                                                      |  | 2006           |       |   | 2005(restated) |   |       | PercentChange | 
|                                                      |  | (in thousands) |       |   |                |  
|Service charges on deposits                           |  | $              | 703   |   |                | $ | 662   |               |  | 6.2      | %
|Insurance commissions                                 |  |                | 400   |   |                |   | 548   |               |  | (27.0    | )
|Securities losses, net                                |  |                | (104  | ) |                |   | (2    | )             |  | (5,100.0 | )
|Trading losses and net settlements on economic hedges |  |                | (20   | ) |                |   | (223  | )             |  | 91.0     |  
|Bank club dues                                        |  |                | 54    |   |                |   | 77    |               |  | (29.9    | )
|Debt cancellation fees                                |  |                | (1    | ) |                |   | (5    | )             |  | 80.0     |  
|Other                                                 |  |                | 316   |   |                |   | 744   |               |  | (57.5    | )
|                                                      |  |                |       |   |                |   |       |               |  |          |  
|Total                                                 |  | $              | 1,348 |   |                | $ | 1,801 |               |  | (25.2    | )
|                                                      |  |                |       |   |                |   |       |               |  |          |  

Noninterest Expenses

Noninterest expenses for the three months ended March 31, 2006 were $5.5 million, representing a $0.1 million, or 1.9%, increase from noninterest expenses of $5.4 million for the same period in 2005. Salaries and employee benefits
remained level at $2.6 million for both periods ended March 31, 2006 and 2005. Occupancy costs and furniture and equipment expense remained level at $0.5 million and $0.4 million, respectively, during each of the three months ended
March 31, 2006 and 2005. Foreclosed assets, net increased $0.1 million, or 343.9%, as the Company took a loss on a piece of property contracted to sell during the first quarter of 2006 and expected to close in the second quarter of 2006. The
property was written down to the contracted sales price in the first quarter of 2006. Advertising expense increased $34,000, or 485.7%, during the three month periods ended March 31, 2006 as the Company placed more emphasis on expanding its
sales culture and promoting its services. Professional fees increased $34,000, or 34.7%, from $98,000 for the three month period ended March 31, 2005 to $132,000 for the three month period ended March 31, 2006, while legal fees decreased
$130,000, or 43.6%, to $168,000 for the three month period ended March 31, 2006 from $298,000 for the same three month period ended March 31 in 2005, due to less litigation in which the Company is involved.



40



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NONINTEREST EXPENSES



|                                  |  |                |       |                |   |               |  |       |  
|--------------------------------- |  | -------------- | ----- | -------------- | - | ------------- |  | ----- | -
|                                  |  | March 31,      |       |                |  
|                                  |  | 2006           |       | 2005(restated) |   | PercentChange | 
|                                  |  | (in thousands) |       |                |  
|Salaries and employee benefits    |  | $              | 2,630 |                | $ | 2,594         |  | 1.4   | %
|Occupancy                         |  |                | 531   |                |   | 541           |  | (1.8  | )
|Furniture and equipment           |  |                | 446   |                |   | 380           |  | 17.4  |  
|Director and committee fees       |  |                | 90    |                |   | 103           |  | (12.6 | )
|Foreclosed assets, net            |  |                | 182   |                |   | 41            |  | 343.9 |  
|Disposal or impairment of assets  |  |                | 27    |                |   | 24            |  | 12.5  |  
|Litigation, fraud, burglary       |  |                | 11    |                |   |              |  | 100.0 |  
|Amortization of intangibles-other |  |                | 23    |                |   | 23            |  |      |  
|Advertising                       |  |                | 41    |                |   | 7             |  | 485.7 |  
|Insurance                         |  |                | 151   |                |   | 322           |  | (53.1 | )
|Legal fees                        |  |                | 168   |                |   | 298           |  | (43.6 | )
|Other professional services       |  |                | 132   |                |   | 98            |  | 34.7  |  
|Supplies                          |  |                | 144   |                |   | 140           |  | 2.9   |  
|Postage                           |  |                | 80    |                |   | 84            |  | (4.8  | )
|Telephone and data communications |  |                | 220   |                |   | 216           |  | 1.9   |  
|Training and education            |  |                | 8     |                |   | 21            |  | (61.9 | )
|Holding cost on foreclosed assets |  |                | 57    |                |   | 88            |  | (35.2 | )
|Other                             |  |                | 514   |                |   | 447           |  | 15.0  |  
|                                  |  |                |       |                |   |               |  |       |  
|Total                             |  | $              | 5,455 |                | $ | 5,427         |  | 0.5   |  
|                                  |  |                |       |                |   |               |  |       |  

Income Taxes

The difference between the Companys effective tax rate and federal and state statutory rates is a result of tax-exempt income and nondeductible expenses.

Effects of Inflation

Inflation generally increases the cost of funds and operating overhead, and, to the extent
loans and other assets bear variable rates, the yields on such assets. Unlike most industrial companies, virtually all of the Companys assets and liabilities, as a financial institution, are monetary in nature. As a result, interest rates
generally have a more significant impact on performance than the effects of general levels of inflation. Although interest rates do not necessarily move in the same direction, or to the same extent, as the prices of goods and services, low inflation
or deflation generally has resulted in decreased interest rates and high inflation generally has resulted in increased interest rates.

In addition,
inflation results in an increased cost of goods and services purchased, cost of salaries and benefits, occupancy expense and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and
loans held and may adversely affect the liquidity and earnings of our commercial banking and mortgage banking businesses, and our stockholders equity. Mortgage originations and refinancings tend to slow as interest rates increase, and
increased interest rates would likely reduce our earnings from such activities. Also, although earnings from the sale of residential mortgage loans in the secondary market have been insignificant to the Companys earnings over the past two
years, the income from the sale of residential mortgage loans in the secondary market could be reduced by inflationary effects.



41



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Sensitivity

Interest rate risk is the risk to earnings
or market value of equity from the potential movement in interest rates. The primary purpose of managing interest rate risk is to reduce interest rate volatility and achieve reasonable stability to earnings from changes in interest rates and to
preserve the value of the Companys equity. Changes in interest rates affect, among other things, the Companys net interest income, volume of loan production and the fair value of financial instruments, as well as of the Companys
loan portfolio.

The Company seeks to manage its exposure to fluctuations in interest rates through policies established by its Asset/Liability Committee,
which is referred to as ALCO. The ALCO meets periodically to monitor its interest rate risk exposure and implement strategies that might improve its balance sheet positioning and/or earnings. Management utilizes an Interest Rate
Simulation model to estimate the sensitivity of the Companys net interest income and net income to changes in interest rates of given magnitudes. Such estimates are based upon a number of assumptions for each scenario, including balance sheet
growth, deposit repricing characteristics and prepayment rates. Because this model involves a number of estimates and assumptions, which are inherently uncertain and subject to change, the Company makes no assurance that the model is accurate or
reliable, or that the results are meaningful or reflective of any actual results.

The estimated impact on the Companys net interest income
sensitivity over a one year time horizon at March 31, 2006 is shown below. Such analysis assumes an immediate and nonparallel shift in interest rates and the Companys estimates of how interest-bearing transaction accounts will reprice.
Although we believe the table is helpful, it is based on assumptions made that will not only be affected by interest rates, but also by the composition of our balance sheet, our balance sheet growth and many other factors that may or may not be
beyond our control. The prime rate shown is as of March 31, 2006.

RATE SHOCK ANALYSIS



|                             |  |                        |        |    |       |   |        |                 |  |   |        |  
|---------------------------- |  | ---------------------- | ------ | -- | ----- | - | ------ | --------------- |  | - | ------ | -
|                             |  | -100BasisPoints        |        |    | Level |   |        | +100BasisPoints | 
|                             |  | (dollars in thousands) |       
|Prime rate                   |  |                        | 6.75   | %  |       |   | 7.75   | %               |  |   | 8.75   | %
|                             |  |                        |       
|Interest income              |  | $                      | 38,352 |    |       | $ | 40,142 |                 |  | $ | 41,784 |  
|Interest expense             |  |                        | 18,426 |    |       |   | 19,718 |                 |  |   | 21,009 |  
|                             |  |                        |        |    |       |   |        |                 |  |   |        |  
|Net interest income          |  | $                      | 19,926 |    |       | $ | 20,424 |                 |  | $ | 20,775 |  
|                             |  |                        |        |    |       |   |        |                 |  |   |        |  
|Dollar change from level     |  | $                      | (498   | )  |       |   |        |                 |  | $ | 351    |  
|Percentage change from level |  |                        | (2.44  | )% |       |   |        |                 |  |   | 1.72   | %

As shown above, in a 100 basis point rising rate environment, the net interest margin is projected to increase
1.72% and in a 100 basis point falling rate environment, the net interest margin is projected to decrease 2.44%. These percent changes from a level rate scenario fall comfortably within the Companys ALCO policy limit of +/-10.00%.

The Company uses additional tools to manage interest rate sensitivity, and continually tries to manage and monitor its interest rate sensitivity. Attempting to manage
the Companys interest rate sensitivity is a constant challenge in a changing interest rate environment and one of the objectives of the Companys asset/liability management strategy. The Company manages its interest rate sensitivity with
monitoring tools such as GAP analysis, interest rate simulation modeling and forecasting, using both interest rate shocks and likely rate scenarios and, finally, analysis of the Companys economic value of equity.



42



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ITEM 4. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys reports and other information filed with the Securities and Exchange
Commission, or the Commission, under the Securities Exchange Act of 1934, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, and
that such information is accumulated and communicated to the management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the participation of management, including the Companys Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon the foregoing, the Chief Executive Officer and the Chief Financial Officer
concluded that, as of the end of the period covered by this Report, the Companys disclosure controls and procedures are effective, in all material respects, in the timely alerting of them to material information relating to the Company and its
consolidated subsidiaries required to be included in the Companys Exchange Act reports.

During the three months ended March 31, 2006, there has
not been any change in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



43



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PART II

ITEM 1. LEGAL PROCEEDINGS.

Background

At a June 20, 2000, meeting of the board of directors of Community Bank, one of Community Banks directors brought to the attention of the board of directors the total amount of money that Community Bank had paid to subcontractors
in connection with the construction of a new Community Bank branch office in Guntersville, Alabama. Questions were subsequently raised about a number of Community Bank construction projects. A joint committee of the boards of directors of Community
Bancshares and Community Bank conducted an investigation as did law enforcement and bank regulatory authorities. Following these investigations, the boards of directors terminated the employment of Kennon R. Patterson, Sr., former Chairman,
President and Chief Executive Officer of Community Bancshares and Chairman and Chief Executive Officer of Community Bank, and Larry Bishop, former Vice President of Community Bank and the FDIC commenced administrative proceedings against
Mr. Patterson and Mr. Bishop which are still pending. On March 10, 2005 Mr. Patterson and Mr. Bishop were convicted in the United States District Court for the Northern District of Alabama of conspiracy, bank fraud and
causing false entries to be made in bank records. Mr. Patterson was also convicted of filing false income tax returns. On December 13, 2005, Mr. Patterson was sentenced to five years in federal prison, and on January 26, 2006,
Mr. Bishop was sentenced to four years in federal prison. On January 30, 2006, Mr. Patterson and Mr. Bishop were ordered, jointly and severally, to pay restitution of approximately $1.8 million, of which approximately $1.3
million is payable to Community Bank.

Patterson Employment Litigation



|            |  |                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------
|Plaintiffs: |  | Community Bancshares, Inc. and Community Bank                                                         
|            | 
|Defendants: |  | Kennon R. Patterson, Sr., Community Bancshares former Chairman, President and Chief Executive Officer

On September 14, 2004, Community Bancshares and Community Bank filed suit against Mr. Patterson in the
Circuit Court of Blount County, Alabama. The complaint alleges that:



| |  |  | Mr. Patterson breached his employment agreement with Community Bancshares by failing to faithfully perform the duties assigned to him;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Patterson made fraudulent misrepresentations to, or suppressed material information from, Community Bancshares and Community Bank and/or their officers, directors and
agents concerning his bankruptcy, the release of mortgages which Community Bank held on his house, and payments made by Community Bancshares and Community Bank to companies owned by Mr. Patterson and members of his family;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Patterson removed property belonging to Community Bancshares and Community Bank following the termination of his employment; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Patterson breached a duty of loyalty and other fiduciary duties owed to Community Bancshares and Community Bank.
| | - |  | --------------------------------------------------------------------------------------------------------------------

On October 18, 2004, Mr. Patterson filed an answer and counterclaim against Community Bancshares and Community Bank. Mr. Pattersons counterclaim
alleges that:



| |  |  | Community Bancshares breached its employment agreement with Mr. Patterson by terminating his employment;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Community Bancshares failed to pay to Mr. Patterson compensation and benefits of $2.4 million which had allegedly accrued prior to the termination of his employment;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



44



---

| |  |  | Community Bank intentionally interfered with the employment contract between Mr. Patterson and Community Bancshares by instigating, promoting, assisting in and participating in
the termination of Mr. Pattersons employment agreement; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Community Bancshares falsely represented to Mr. Patterson that his employment would not be terminated until Match 31, 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

On January 25, 2005, Mr. Patterson filed a third-party complaint in this lawsuit against R.B. Jackson, Jimmie Trotter, Glynn Debter, John J. Lewis, Jr.,
Patrick M. Frawley and Powell, Goldstein, Frazer & Murphy, LLP. The third-party complaint alleges that Messrs. Jackson, Trotter, Debter and Lewis, as members of Community Banks Audit Committee, Powell, Goldstein, Frazier &
Murphy, LLP, as the independent counsel for Community Banks Audit Committee, and Mr. Frawley, acting individually and in concert with one another, interfered with Mr. Pattersons employment agreement with Community Bancshares.
On April 19, 2005, Powell, Goldstein, Frazier & Murphy, LLP was dismissed from the lawsuit. On July 15, 2005, Messrs. Jackson, Trotter, Debter, Lewis and Frawley filed a motion for summary judgment which has not been decided. On
March 15, 2006, the court effectively unstayed the case by placing it on the administrative docket.

Patterson ESOP Litigation



|            |  |                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------
|Plaintiffs: |  | Community Bancshares, Inc. Employee Stock Ownership Plan (the ESOP) and North Star Trust Company, as Trustee of the ESOP
|            | 
|Defendants: |  | Kennon R. Patterson, Sr., Community Bancshares former Chairman, President and Chief Executive Officer                    

On March 15, 2004 the Employee Stock Ownership Plan, or ESOP, of Community Bancshares, together
with the ESOP trustee, North Star Trust Company, filed suit against Mr. Patterson in the United States District Court for the Northern District of Alabama. The ESOPs complaint:



| |  |  | alleges that Mr. Patterson breached his fiduciary duty to the ESOP by engaging in activities which adversely affected the value of the Community Bancshares stock held by the
ESOP and concealing information with respect to those activities from other ESOP fiduciaries; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | seeks a declaratory judgment that Mr. Patterson is not entitled to a distribution of his accrued benefits in the ESOP and that such benefits may be held and used to offset the
damages which the ESOP suffered as a result of Mr. Pattersons alleged breach of fiduciary duty.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On July 7, 2004, the Court
denied Mr. Pattersons motion to dismiss the case. On or about July 23, 2004, Mr. Patterson filed a counterclaim seeking a judgment that he is entitled to benefits from the ESOP and declaratory and injunctive relief compelling
the payment of such benefits. On July 26, 2004 the Court, at Mr. Pattersons request, stayed discovery in the case pending the disposition of the criminal charges against Mr. Patterson. On December 14, 2005, the stay was
lifted and the parties are currently proceeding with discovery.

Patterson Benefit Restoration Plan Litigation



|           |  |                                                    
|---------- |  | ---------------------------------------------------
|Plaintiff: |  | Kennon R. Patterson, Sr.                           
|           | 
|Defendant: |  | Community Bancshares, Inc. Benefit Restoration Plan

On February 17, 2005, Mr. Patterson filed suit in the United States District Court for the Northern
District of Alabama to compel payment of his accrued benefits under the Community Bancshares, Inc. Benefit Restoration Plan, a nonqualified supplemental retirement plan. The complaint seeks a judgment against the plan and an order compelling the
payment of benefits.



45



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Patterson Pension Plan Litigation



|           |  |                                                
|---------- |  | -----------------------------------------------
|Plaintiff: |  | Kennon R. Patterson, Sr.                       
|           | 
|Defendant: |  | Community Bancshares, Inc. Revised Pension Plan

On December 16, 2005, Mr. Patterson filed suit in the United States District Court for the Northern
District of Alabama to compel payment of his accrued benefits under the Community Bancshares, Inc. Revised Pension Plan. The complaint seeks a judgment against the plan and an order compelling the payment of benefits. On March 23, 2006, the
Pension Plan filed a motion for summary judgment seeking dismissal of the lawsuit on the grounds that the retroactive payments sought by Mr. Patterson are not permitted under the terms of the Pension Plan and Mr. Patterson both failed to
exhaust his administrative remedies before filing the lawsuit and failed to complete the forms required to receive a distribution. On April 28, 2006, Mr. Patterson filed a cross-motion for summary judgment based on the same issues
addressed in the Pension Plans motion for summary judgment.

Employee Litigation



|            |  |                                                                                                                                                                                                                          
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Plaintiffs: |  | Bishop K. Walker, Jr., former Senior Executive Vice President and General Counsel of Community Bancshares, and his wife, Wanda Walker, and Denny G. Kelly, former President of Community Bank,
and his wife, Arlene Kelly
|            | 
|Defendants: |  | Community Bancshares, Community Bank, Kennon R. Patterson, Sr., and a number of unidentified defendants                                                                                                                  

On May 5, 2003, the plaintiffs filed separate suits in the Circuit Court of Blount County, Alabama, against
the defendants alleging that they were induced to retire based upon misrepresentations made by Kennon R. Patterson, Sr., who at the time was Community Bancshares Chairman, President and Chief Executive Officer. The plaintiffs claim that
Mr. Pattersons actions constituted fraud, promissory fraud, fraudulent suppression, fraud in the inducement, deceit, fraudulent deceit, negligence, recklessness, wantonness and breach of contract. The complaints seek an unspecified amount
of compensatory and punitive damages.

On October 23, 2003, Community Bancshares and Community Bank filed counterclaims against Mr. Walker and
Mr. Kelly seeking repayment of amounts paid to them as part of a severance arrangement and, in the case of Mr. Kelly, amounts owed to Community Bank in connection with the two loans from Community Bank to Mr. Kelly.

Mr. Kelly and Mr. Walker each filed an amended complaint on or about April 20, 2004. The amended complaints add Mrs. Kelly and Mrs. Walker as
parties plaintiff and allege that representations were made by the defendants to Mrs. Kelly and Mrs. Walker that the defendants would purchase their personal and jointly owned stock of the Company. The complaints assert that the
defendants failure to purchase such stock constitutes promissory fraud, fraudulent misrepresentation, fraudulent suppression, negligence and/or wantonness. Mr. Walkers amended complaint also seeks damages based on Community
Banks refusal to accept a deed in lieu of foreclosure on Mr. Walkers home. On June 15, 2004, Community Bank amended its counterclaim against Mr. Walker to recover a loan deficiency balance following Community Banks
foreclosure on Mr. Walkers home.

Other Litigation

In addition to the foregoing, Community Bancshares and its affiliates also are from time to time parties to other legal proceedings arising in the ordinary course of Community Bancshares business. We presently believe that, other than
the litigation discussed above, there is no other litigation to which Community Bancshares or its affiliates presently are party that, if such litigation were to result in an outcome unfavorable to Community Bancshares, would, individually or in the
aggregate, have a material adverse effect on our financial condition or results of operations.

Community Bancshares Certificate of Incorporation and
Bylaws provide that, in certain circumstances, we will indemnify its directors and officers, and, provided such persons acted in accordance with the standards set forth in the Delaware General Corporation Law and Community Bancshares
organizational documents, advance expenses to its directors and officers in connection with investigations and proceedings in connection with their service as officers and directors.



46



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ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2005,
which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that
we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the period covered by this Report, the Company did not sell any of its equity
securities that were not registered under the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

During the period covered by this Report, the Company did not default under the terms of any of its material indebtedness, nor has there been any material arrearage of
dividends or other material uncured delinquency with respect to any class of the Companys preferred stock.

ITEM 4. SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

During the period covered by this Report, there was no information required to be
disclosed by the Company in a current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which the Companys security holders may recommend nominees to the Companys Board of Directors.

ITEM 6. EXHIBITS



|     |  |                                                                                                                                                                                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Purchase and Assumption Agreement by and between Community Bank, American Family Mortgage, LLC, and Ameridocs, LLC (1).                                                                                                                 
|     | 
|2.2  |  | Agreement and Plan of Merger by and between Community Bancshares, Inc. and The Banc Corporation dated April 29, 2006.                                                                                                                   
|     | 
|3.1  |  | Certificate of Incorporation, as amended and restated May 2000 (2).                                                                                                                                                                     
|     | 
|3.2  |  | Bylaws, as amended and restated October 23, 2003 (3).                                                                                                                                                                                   
|     | 
|4.1  |  | Indenture, dated March 23, 2000, by and between Community Bancshares, Inc. and The Bank of New York (4).                                                                                                                                
|     | 
|4.2  |  | Form of Option Agreement by and between Community Bancshares, Inc. and each of Acadia Fund I, L.P., Riggs Qualified Partners, Endurance Partners (Q.P.), L.P., Endurance Partners, L.P., Spence
Limited, L.P., and John D. Norcross (5).
|     | 
|4.3  |  | Warrant Agreement, dated February 20, 2004, by and between Community Bancshares, Inc. and FIG Partners, L.L.C. (6).                                                                                                                     
|     | 
|10.1 |  | Amended and Restated Declaration of Trust, dated March 23, 2000, by and between The Bank of New York (Delaware), The Bank of New York, Community Bancshares, Inc. and Community (AL) Capital Trust
I (7).                               



47



---

|      |  |                                                                                                                                                                                                                                           
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2  |  | Guarantee Agreement, dated March 23, 2000, by and between Community Bancshares, Inc. and The Bank of New York (8).                                                                                                                        
|      | 
|10.3  |  | Lease Agreement, dated May 31, 2000, between REM, LLC, as lessor, and Community Bank, as lessee (9).                                                                                                                                      
|      | 
|10.4  |  | Addendum to Lease Agreement and Loan Agreement, dated May 31, 2000, between REM, LLC and Community Bank (10).                                                                                                                             
|      | 
|10.5  |  | Form of Amendment to Nonqualified Stock Option Agreement between Community Bancshares, Inc. and grantee, dated December 12, 2000 (11) (*).                                                                                                
|      | 
|10.6  |  | Change in Control Agreement, dated September 18, 2001, between Community Bancshares, Inc. and Kerri C. Kinney (12) (*).                                                                                                                   
|      | 
|10.7  |  | Form of Stock Option Agreement between Community Bancshares, Inc. and each of Glynn Debter, Roy B. Jackson, John J. Lewis, Jr., Loy McGruder, Merritt Robbins, Jimmie Trotter and Kerri Newton
dated December 18, 2001 (13) (*).          
|      | 
|10.8  |  | Stock Purchase Agreement dated January, 2002 between Community Bancshares, Inc. and Denny G. Kelly and Arlene S. Kelly (14) (*).                                                                                                          
|      | 
|10.9  |  | Stock Purchase Agreement dated January, 2002 between Community Bancshares, Inc. and Bishop K. Walker and Wanda W. Walker (15) (*).                                                                                                        
|      | 
|10.10 |  | Severance Agreement dated the 9th day of January, 2002 by and between Denny G. Kelly and Community Bancshares, Inc. and Community Bank (16) (*).                                                                                          
|      | 
|10.11 |  | Severance Agreement dated the 9th day of January, 2002 by and between Bishop K. Walker and Community Bancshares, Inc. and Community Bank (17) (*).                                                                                        
|      | 
|10.12 |  | Amendment to Subordinated Promissory Note, dated March 26, 2002, between Community Bancshares, Inc. and Jeffrey K. Cornelius (18).                                                                                                        
|      | 
|10.13 |  | Form of Stock Option Agreement between Community Bancshares, Inc. and each of Glynn Debter, Roy B. Jackson, John J. Lewis, Merritt Robbins and Jimmie Trotter dated July 19, 2002 (19)
(*).                                               
|      | 
|10.14 |  | Form of Stock Option Agreement between Community Bancshares, Inc. and each of Patrick M. Frawley and Kerri C. Kinney dated February 6, 2003 (20) (*).                                                                                     
|      | 
|10.15 |  | Stock Option Agreement between Community Bancshares, Inc. and Patrick M. Frawley dated August 1, 2003 (21) (*).                                                                                                                           
|      | 
|10.16 |  | Stock Option Agreement between Community Bancshares, Inc. and Stacey W. Mann dated August 1, 2003 (22) (*).                                                                                                                               
|      | 
|10.17 |  | Stock Option Agreement between Community Bancshares, Inc. and Kerri C. Kinney dated August 1, 2003 (23) (*).                                                                                                                              
|      | 
|10.18 |  | Form of Stock Option Agreement between Community Bancshares, Inc. and each of Kenneth K. Campbell, Glynn Debter, Roy B. Jackson, John J. Lewis, Jr., Loy D. McGruder, Merritt M. Robbins and
Jimmie Trotter dated August 1, 2003 (24) (*).



48



---

|      |  |                                                                                                                                                                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.19 |  | Form of Change in Control Agreement between Community Bancshares, Inc. and William H. Caughran, Jr. dated December 4, 1999 (25) (*).                                                                                                                                                                                      
|      | 
|10.20 |  | Employment Agreement, dated March 28, 1996 by and between Kennon R. Patterson, Sr. and Community Bancshares, Inc. (26) (*).                                                                                                                                                                                               
|      | 
|10.21 |  | Amendment to Employment Agreement, dated October 14, 1999, by and between Kennon R. Patterson, Sr. and Community Bancshares, Inc. (27) (*)                                                                                                                                                                                
|      | 
|10.22 |  | Amendment Number 1 to the Community Bancshares, Inc. Benefit Restoration Plan (28) (*).                                                                                                                                                                                                                                   
|      | 
|10.23 |  | Amendment Number 2 to the Community Bancshares, Inc. Benefit Restoration Plan (29) (*).                                                                                                                                                                                                                                   
|      | 
|10.24 |  | Change in Control Agreement between Community Bancshares, Inc. and Stacey W. Mann (30) (*).                                                                                                                                                                                                                               
|      | 
|10.25 |  | Change in Control Agreement between Community Bank and Patrick M. Frawley (31) (*).                                                                                                                                                                                                                                       
|      | 
|10.26 |  | Form of Stock Option Agreement between Community Bancshares, Inc. and each of Kenneth K. Campbell, Glynn Debter, Roy B. Jackson, John J. Lewis, Jr., Loy McGruder, Merritt M. Robbins and Jimmie
Trotter dated January 27, 2004 (32) (*).                                                                                 
|      | 
|10.27 |  | Stock Option Agreement between Community Bancshares, Inc. and Patrick M. Frawley dated January 27, 2004 (33) (*).                                                                                                                                                                                                         
|      | 
|10.28 |  | Stock Option Agreement between Community Bancshares, Inc. and Stacey W. Mann dated January 27, 2004 (34) (*).                                                                                                                                                                                                             
|      | 
|10.29 |  | Stock Option Agreement between Community Bancshares, Inc. and Kerri C. Kinney dated January 27, 2004 (35) (*).                                                                                                                                                                                                            
|      | 
|10.30 |  | Form of Cancellation of Stock Option Agreement dated January 27, 2004 between Community Bancshares, Inc. and each of Merritt M. Robbins and Loy McGruder dated March 11, 2004 (36)
(*).                                                                                                                                   
|      | 
|10.31 |  | Form of Stock Option Agreement between Community Bancshares, Inc. and each of Merritt M. Robbins and Loy McGruder dated March 11, 2004 (37) (*).                                                                                                                                                                          
|      | 
|10.32 |  | Promissory Note and Pledge Agreement, dated February 11, 2004, by and between the Community Bancshares, Inc. Employee Stock Ownership Plan and Community Bancshares, Inc. (38)
(*).                                                                                                                                       
|      | 
|10.33 |  | Form of Amendment to Nonqualified Stock Option Agreements dated April 27, 2004 between Community Bancshares, Inc. and each of Patrick M. Frawley, Kenneth K. Campbell, Glynn Debter, Roy B.
Jackson, Kerri C. Kinney, John J. Lewis, Jr., Loy D. McGruder, Stacey W. Mann, Merritt M. Robbins and Jimmie Trotter (39) (*).
|      | 
|10.34 |  | Promissory Note, Loan Agreement and Security Agreement by and between Community Bancshares, Inc. and First Commercial Bank dated May 6, 2004 (40).                                                                                                                                                                        
|      | 
|10.35 |  | Summary Description of Director Compensation (41) (*).                                                                                                                                                                                                                                                                    
|      | 
|10.36 |  | Summary Description of Named Executive Officer Compensation (42) (*).                                                                                                                                                                                                                                                     
|      | 
|10.37 |  | Amendment Number 3 to the Community Bancshares, Inc. Benefit Restoration Plan (43) (*).                                                                                                                                                                                                                                   
|      | 
|10.38 |  | Employment Agreement, dated March 29, 2005, between Community Bank and Patrick Frawley (44) (*).                                                                                                                                                                                                                          
|      | 
|10.39 |  | Form of Nonqualified Stock Option Agreement for Directors dated January 12, 2005 (45) (*).                                                                                                                                                                                                                                



49



---

|      |  |                                                                                                                                                                                                                                         
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.40 |  | Form of Nonqualified Stock Option Agreement for Senior Officers dated January 12, 2005 (46) (*).                                                                                                                                        
|      | 
|10.41 |  | Form of Nonqualified Stock Option Agreement for Officers dated January 12, 2005 (47) (*).                                                                                                                                               
|      | 
|10.42 |  | Form of stock option agreement between Community Bancshares, Inc. and each of Glynn Debter, Roy B. Jackson, John J. Lewis, Jimmie Trotter, Kenneth K. Campbell, Terry G. Sanderson and Michael A.
Tarpley (48) (*).                     
|      | 
|10.43 |  | Stock option agreement between Community Bancshares, Inc. and Patrick M. Frawley dated January 12, 2005 (49) (*).                                                                                                                       
|      | 
|10.44 |  | Stock option agreement between Community Bancshares, Inc. and Stacey W. Mann dated January 12, 2005 (50) (*).                                                                                                                           
|      | 
|10.45 |  | Stock option agreement between Community Bancshares, Inc. and Kerri C. Kinney dated January 12, 2005 (51) (*).                                                                                                                          
|      | 
|10.46 |  | Community Bancshares, Inc. 2005 Incentive Plan (52) (*).                                                                                                                                                                                
|      | 
|10.47 |  | Form of Change in Control Agreement, dated November 10, 2005, between Community Bancshares, Inc. and John W. Brothers (53) (*).                                                                                                         
|      | 
|10.48 |  | Real Property Sales Contract, dated October 12, 2005, between Community Bancshares, Inc. and Salvatore Cangiano (54).                                                                                                                   
|      | 
|10.49 |  | Real Property Sales Contract dated November 10, 2005 between Community Bancshares, Inc. and William Carrington and Anne Davenport-Carrington (55).                                                                                      
|      | 
|10.50 |  | Acquisition Agreement between Community Bancshares, Inc. and Robertson Banking Company dated March 23, 2006 (56).                                                                                                                       
|      | 
|10.51 |  | Acquisition Agreement between Community Bancshares, Inc. and First National Bank, Hamilton, Alabama dated August 4, 2005 (57).                                                                                                          
|      | 
|10.52 |  | Stock Option Agreements dated January 12, 2005, January 27, 2004 and August 1, 2003 and Amendment to Stock Option Agreements dated April 27, 2004 between Community Bancshares, Inc. and John W.
Brothers (58) (*).                     
|      | 
|10.53 |  | Stock Option Agreements dated January 12, 2005, January 27, 2004 and August 1, 2003 and April 2, 2003 and Amendment to Stock Option Agreements dated April 27, 2004 between Community Bancshares,
Inc. and William H. Caughran (59) (*).
|      | 
|10.54 |  | Plan document for the Community Bancshares, Inc. Benefit Restoration Plan adopted April 12, 1994, effective January 1, 1995 (60) (*).                                                                                                   
|      | 
|31.1  |  | Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).                                                                                                                                                   
|      | 
|31.2  |  | Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).                                                                                                                                                   
|      | 
|32.1  |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                          
|      | 
|32.2  |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                          

---

|(*) | Management contract or compensation plan or arrangement.
|--- | --------------------------------------------------------

|(c) | Financial Statement Schedules
|--- | -----------------------------



50



---

All financial statement schedules required pursuant to this item were either included in the financial
information set forth in (a) above or are inapplicable and therefore not included.

|(1) | Filed as Exhibit 2.1 to Form 8-K on April 29, 2005, and incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------

|(2) | Filed as Exhibit 3.2 to Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------

|(3) | Filed as Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------

|(4) | Filed as Exhibit 4.4 to Form 10-Q for the quarter ended March 31, 2000, and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------

|(5) | Filed as Exhibit 4.2 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------

|(6) | Filed as Exhibit 4.3 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------

|(7) | Filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2000, and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------

|(8) | Filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2000, and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------

|(9) | Filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------

|(10) | Filed as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------

|(11) | Filed as Exhibit 10.45 to Form 10-K for the year ended December 31, 2000, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(12) | Filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2001, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------

|(13) | Filed as Exhibit 10.22 to Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(14) | Filed as Exhibit 10.23 to Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(15) | Filed as Exhibit 10.24 to Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(16) | Filed as Exhibit 10.25 to Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(17) | Filed as Exhibit 10.26 to Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(18) | Filed as Exhibit 10.31 to Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(19) | Filed as Exhibit 10.31 to Form 10-K for the year ended December 31, 2002, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(20) | Filed as Exhibit 10.32 to Form 10-K for the year ended December 31, 2002, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------



51



---

|(21) | Filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------

|(22) | Filed as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------

|(23) | Filed as Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------

|(24) | Filed as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------

|(25) | Filed as Exhibit 10.32 to Form 10-K for the year ended December 31, 1999, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(26) | Filed as Exhibit 10.1 to Form 10-Q/A-2 for the quarter ended September 30, 1998, and incorporated herein by reference.
|---- | ----------------------------------------------------------------------------------------------------------------------

|(27) | Filed as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------

|(28) | Filed as Exhibit 10.26 to Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(29) | Filed as Exhibit 10.27 to Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(30) | Filed as Exhibit 10.28 to Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(31) | Filed as Exhibit 10.29 to Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(32) | Filed as Exhibit 10.30 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(33) | Filed as Exhibit 10.31 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(34) | Filed as Exhibit 10.32 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(35) | Filed as Exhibit 10.33 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(36) | Filed as Exhibit 10.34 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(37) | Filed as Exhibit 10.35 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(38) | Filed as Exhibit 10.36 to Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(39) | Filed as Exhibit 10.35 to Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------



52



---

|(40) | Filed as Exhibit 10.36 to Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------

|(41) | Filed as Exhibit 10.37 to Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(42) | Filed as Exhibit 10.38 to Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(43) | Filed as Exhibit 10.39 to Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(44) | Filed as Exhibit 10.40 to Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(45) | Filed as Exhibit 10.1 to Form 8-K on January 18, 2005, and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------

|(46) | Filed as Exhibit 10.2 to Form 8-K on January 18, 2005, and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------

|(47) | Filed as Exhibit 10.3 to Form 8-K on January 18, 2005, and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------

|(48) | Filed as Exhibit 10.41 to Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(49) | Filed as Exhibit 10.45 to Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(50) | Filed as Exhibit 10.46 to Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(51) | Filed as Exhibit 10.47 to Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(52) | Filed as Exhibit A and included in Form DEF 14A on June 1, 2005, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------

|(53) | Filed as Exhibit 10.49 to Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------------

|(54) | Filed as Exhibit 10.50 to Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------------

|(55) | Filed as Exhibit 10.51 to Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------------

|(56) | Filed as Exhibit 10.50 to Form 10-K for the year ended December 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(57) | Filed as Exhibit 10.51 to Form 10-K for the year ended December 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(58) | Filed as Exhibit 10.52 to Form 10-K for the year ended December 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(59) | Filed as Exhibit 10.53 to Form 10-K for the year ended December 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------

|(60) | Filed as Exhibit 10.54 to Form 10-K for the year ended December 31, 2005, and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------



53



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 22, 2006.



|             |  |                            |  |                                     
|------------ |  | -------------------------- |  | ------------------------------------
|             |  | COMMUNITY BANCSHARES, INC.
|             |  |                           
|May 22, 2006 |  | By:                        |  | /s/ Patrick M. Frawley              
|             |  |                            |  | Patrick M. Frawley                  
|             |  |                            |  | Chairman and Chief Executive Officer
|             |  |                           
|May 22, 2006 |  | By:                        |  | /s/ Kerri C. Kinney                 
|             |  |                            |  | Kerri C. Kinney                     
|             |  |                            |  | Chief Financial Officer             



54