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EXHIBIT 99.2

GEORGIA-CAROLINA BANCSHARES, INC.
CODE OF CONDUCT &
CONFLICT OF INTEREST POLICY

PURPOSE

The Code of Conduct reaffirms our basic policies of ethical conduct for
directors, officers, and employees of the company. The foundation of our code
consists of basic standards of business as well as personal conduct:



|- |  | Honesty and candor in our activities, including observance of the spirit, as well as the letter, of the law.                 
|- |  | -----------------------------------------------------------------------------------------------------------------------------
| 
|- |  | Avoidance of conflicts between personal interests and the interests of the company, or even the appearance of such
conflicts.
| 
|- |  | Respecting the confidentiality of information obtained in the course of business.                                            
| 
|- |  | Maintenance of our reputation and avoidance of activities which might reflect adversely on the company.                      
| 
|- |  | Integrity in dealing with the companys assets.                                                                              

OBJECTIVE

The company has established this policy to assist its representatives in
understanding and carrying out this mandate for honesty, integrity, and high
standards of conduct:



|- |  | A companys reputation for integrity is its most valuable asset and is
determined by the conduct of its representatives.                                                                                                                         
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|- |  | Each representative must manage his/her personal and business affairs
so as to avoid situations that might lead to a conflict or even
suspicion of a conflict between self-interest and duty to the company,
its customers, and its shareholders.
| 
|- |  | No company position must ever be used, directly or indirectly, for
private gain, to advance personal interests, or to obtain favors or
benefits for an employee, a member of his/her family, or any other
person.                                

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DEFINITION AND SCOPE

The term representative as used in this policy statement includes all
directors, officers, and employees of the company. Additionally, insiders are
the members of the boards of directors of the company, officers, and principal
shareholders who are also subject to the provisions of the banks Insider and
Affiliate Credit Policy. See that document for details.

ADMINISTRATION

The Audit Committee of the Board of Directors is responsible for setting
the policies of ethical conduct contained in this Code of Conduct and updating
these policies as it deems appropriate to reflect changes in the legal and
regulatory framework applicable to us, the business practices within our
industry, and the prevailing ethical standards of the communities in which the
we operate. While our Chief Executive Officer and other senior executive
officers will oversee the procedures designed to implement this Code of Conduct
to ensure that they are operating effectively, it is the individual
responsibility of each representative to comply with this Code of Conduct.

GENERAL COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is the foundation on which
our ethical standards are built. All representatives must respect and obey the
laws of the cities and states in which we operate. Although not all
representatives are expected to know the details of these laws, it is important
to know enough to determine when to seek advice from supervisors, managers or
other appropriate personnel.

CONFLICTS OF INTEREST

Conflicts of Interest: General

The primary principle underlying conflicts of interest is that
representatives must never permit their personal interests to conflict or
appear to conflict with the interests of the company or its customers. Even the
appearance of a conflict between personal gain and the interests of the company
erodes the trust and confidence on which our reputation rests. An employee
should not represent the company in any transaction where he or she has any
material connection or significant financial interest. Examples of material
connections would include relatives or close personal friends, involved in the
transaction either as individuals or a principal or a representative of a firm
doing business with the company.

Examples of a significant financial interest would include the employees
involvement as proprietor, partner, or joint venture in a firm doing business
with the company. It would also include a situation where the employee has a
large enough investment in a corporation - especially a small
corporation - to
permit him to influence the corporations policies and

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decisions. The employee
should avoid transactions involving any of the above circumstances, for
otherwise a conflict of interest would exist.

Hospitality to Public Officials

Acts of hospitality toward public officials should never be on such a
scale or of such a nature as might tend to compromise or give the impression of
compromising the integrity or the reputation of either the public official or
the company. When appropriate hospitality is extended, it should be with the
expectation that it will become a matter of public knowledge.

Dealing with Suppliers

Representatives must award orders, contracts, and commitments to suppliers
of goods or services without favoritism. Company business of this nature must
be conducted strictly on the basis of merit and, whenever appropriate and
feasible, by competitive bidding on purchases of assets or services valued at
$10,000 or more.

Fair Competition

Under no circumstances should representatives enter into arrangements or
agreements with competitors without full authorization and disclosure. This
includes such matters such as (1) pricing, (2) marketing policies and
strategies, and (3) official management interlocks with nonaffiliates. In the
pricing area in particular, discussions with competitors about future pricing
plans are strictly forbidden.

Loans to Directors, Executive Officers, and Their Related Interests

Federal regulations impose certain restrictions on loans by the companys
wholly owned bank subsidiary to directors, principal shareholders, and
executive officers of the company. The limitations also extend to those
companies or entities in which a director or executive officer has an ownership
or controlling interest, called a related interest. In addition to certain
monetary limitations, federal regulations provide that loans to executive
officers, directors, and principal shareholders must be made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for compatible transactions with other persons who are not employed by
the company and which do not involve more than the normal risk of repayment or
present other unfavorable features. Both federal and state regulations provide
that, except for loans that fall below a certain monetary limit or that are for
approved purposes, loans to executive officers, principal shareholders,
directors, and their related interests must be approved by the board of
directors with the director or officers with the related interests abstaining
from the vote. This abstaining also includes leaving the room during the
discussion and vote on the loan approval.

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Self-Dealing or Trading on Ones Position

Representatives are prohibited from self-dealing or otherwise trading on
their positions with the company. Representatives are also prohibited from
accepting business opportunities from an individual or company doing or seeking
to do business with the company when that business opportunity is not available
to other persons or that is made available because of such official position
with the company. The company requires disclosure of all potential conflicts of
interest, including those in which representatives have been inadvertently
placed due to either business or personal relationships with customers,
suppliers, business associates, or competitors of the company.

Service with Outside Organizations for Profit

An officer or employee must never become a director or an official of a
business organized for profit without first obtaining a written statement from
the chief executive officer stating there is no objection to such service. The
request will then be reviewed for final approval by the board of directors to
determine whether any conflicts of interest exist or appear to exist. Any fees
earned by a representative for service on an outside commercial board in which
the company has no equity interest may be retained by the individual. Regarding
employment outside the company, representatives should not allow the outside
employment to interfere with their job performance or require such long hours
as to affect their physical or mental effectiveness. A representative is
expected to devote full attention to the companys interest during regular
hours of employment. All outside employment must be reported to and approved by
the personnel officer and the company reserves the right not to approve any
outside employment which could be detrimental to the companys image.

Involvement in Civic, Trade, Educational, Charitable, and Fraternal Affairs

The company encourages representatives to participate in civic and
charitable activities. For business reasons, it is sometimes desirable to have
representatives of the company become active members of not-for-profit
organizations. Representatives choosing to participate in civic, charitable,
political, and professional association activities are responsible for seeing
that such participation does not result in any actual or apparent conflict of
interest, encroach upon working time, or otherwise interfere with regular
duties. If a representative has any question in this regard, he or she should
discuss the matter with the personnel officer.

Personal Fiduciary Appointments

Officers and employees of the company must not accept personal fiduciary
appointments without first securing written approval from the board of
directors, unless such appointments result from close family relationships.

Personal Fees and Commissions

No representative may accept personal fees or commissions in connection
with any transactions on behalf of the company except in the ordinary course of
business.

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Work Relationships

No representative shall give or receive any special considerations to the
conditions of employment of another employee due to family or personal
relationships. Just as external business decisions are based on sound, ethical
business practices, all personnel decisions must be based on sound management
practices and not be influenced by personal concerns.

Securities Underwriter

No representative may become an officer, director, or employee of any
securities underwriting corporation. It is prohibited by 12 USC 78.

CONFIDENTIALITY

Confidentiality: General

Confidentiality is a fundamental principle of the financial services
business. The principle is equally applicable to non-public information
concerning the company or the bank and to similar information received by the
company from a customer or supplier for a business purpose. The principle
applies with equal force to both informal and formal communications.

Confidential Information Concerning the Company and the Bank

Representatives must not divulge any non-public information regarding the
company or the bank to any outsider except for a legitimate business purpose
and with the understanding that the information is confidential and is to be
used solely for the limited business purpose for which it was given and
received.

Confidentiality of Customer Records and Credit Files

Financial and personal information about customers is entitled to the same
respect and care as funds or physical property. To protect the privacy rights
of its customers, the company and the bank will:



|- |  | Collect and maintain only that information which is specifically necessary to serve customer accounts
properly and render fair credit judgment.                                                                  
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|- |  | Maintain in a secure manner all files and recordkeeping systems which contain information on customers.                                                                                                          
| 
|- |  | Divulge no personal or credit information to third parties except with proper customer authorization, or
pursuant to proper legal process or regulation, or for purposes of extension of credit by other lenders.

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|- |  | In the event of subpoena or other legal process requiring the organization to disclose
customer information the following procedures will be implemented:
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | - |  | Notify customers as promptly as possible of the request.                                                                                                                                    
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | Make full use of the maximum legal waiting period before
honoring the subpoena or other process, which will give the customer
the opportunity to take any available legal recourse.         
|
| | - |  | Refuse to permit inspection of files not directly requested
by legal document. Only information specifically required will be
released. Access to files not specified will not be permitted.



|- |  | Instruct all representatives with access to such files and
information about these privacy provisions.
|- |  | ------------------------------------------------------------------------------------------------------

Internally, such information should be utilized only for the business
purpose for which it was given and restricted within the company or the bank to
those who need to know. Confidential information concerning customers and
clients must never be exchanged between representatives performing fiduciary or
investment management services and those engaged in rendering commercial
companying services such as credit. The primary purpose is to prevent trust and
investment officers from making investment decisions based upon confidential
information received from the commercial side of the company.

Requests by Regulatory or Governmental Agencies

Requests by regulatory or governmental agencies for information other than that
required for company or bank examinations and required reports should be
referred to Mr. Blanchard, President & CEO of the company or Mr. Brinson,
President & CEO of the bank.

MAINTENANCE OF OUR REPUTATION AND AVOIDANCE OF ACTIVITIES WHICH MIGHT REFLECT
ADVERSELY ON THE COMPANY

Bribes and Preferential Treatment

In accordance with applicable laws and regulations, representatives are
prohibited from soliciting for themselves or for a third party (other than the
company itself) anything of value from anyone in return for any business
service or confidential information of the company or the bank and accepting
anything of value (other than bona fidesalary, wages, fees or other
compensation paid by the company or the bank in the usual course of business)
from anyone in connection with the business of the company or the bank, whether
before or after a transaction is discussed or consummated. All gifts received
or offered, other than the exceptions listed below, should be disclosed in
writing immediately to employees supervisor and to the companys counsel. The
exceptions are:

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|- |  | If the benefit is available to the general public under the same
conditions that it is
available to the company employee.                                                                                                                                                                                                                                                               
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|- |  | Acceptances of gifts, gratuities, amenities, or favors based on obvious family or personal relationships (such as those
with the parents, children, or spouse of a company or bank official) when the circumstances make it clear that it is those
relationships, rather than the business of the company or the bank, which are the motivating factors.                                
| 
|- |  | Acceptance of meals, refreshments, travel arrangements or accommodations, or
entertainment in the course of a meeting or other occasion, the purpose of which is to
hold bona fidebusiness discussions or to foster better business
relations, provided that the expense would be paid for by the company or the bank as a reasonable
business expense if not paid for by another party.
| 
|- |  | Acceptance of loans from other banks or financial institutions on
customary terms to finance proper and usual activities of company
officials, such as home mortgage loans, except where prohibited by
law.                                                                                                                                                                             
| 
|- |  | Acceptance of advertising or promotional material of minimal value
such as pens, pencils, note pads, key chains, calendars, and similar
items.                                                                                                                                                                                                                                          
| 
|- |  | Acceptance of discounts or rebates on merchandise or services that do
not exceed those available to other customers.                                                                                                                                                                                                                                                                    
| 
|- |  | Acceptance of gifts not to exceed $100.00 in value that are related to
commonly recognized events or occasions, such as a promotion, wedding,
graduation, Christmas, bar or bat mitzvah, etc.                                                                                                                                                                                           
| 
|- |  | Acceptance of civic, charitable, educational, or religious
organizational awards for recognition of service and accomplishment.
The monetary value of such awards should not exceed $100.00.                                                                                                                                                                                            
| 
|  |  | Two executive officers of the company may approve variances to the gift
policy.                                                                                                                                                                                                                                                                                                         

Records will be maintained by the Chief Financial Officer of any approved
variances to the policy. These records will be available for review and
ratification by the Audit Committee or full Board of Directors.

If violations of these bribery and preferential treatment provisions
occur, appropriate action will be taken immediately. Depending upon the
severity and circumstances of the violation, such action could range from
requiring that reimbursement be made to the giving party up to termination of
the employee involved in the violation. Representatives must submit
documentation of the nature and value of all gifts and other consideration or
remuneration over $100.00 in value that are received in conjunction with or
related to company or bank business. This documentation will be maintained in a
permanent file by the compliance officer.

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The penalties for violations of the Bank Bribery Act may be imposed if
there is any value
to the item offered. Under the act, the offense is a felony punishable by up
to five years imprisonment and a fine of up to $1,000,000.00 or three times the
value of the bribe or gratuity.

Personal Investments

Representatives are free to invest in stocks, bonds, and other securities
at their discretion, but they must always comply with applicable laws and
regulations. Speculation or excessive borrowing and gambling are not consistent
with the prudent management of personal affairs expected of a company employee.
Staff members must never make changes in their personal investment portfolios
on the basis of confidential information relating to the company or its
customers.

DEALING WITH THE ASSETS OF THE COMPANY

Proper Accounting

The company and the bank have established internal accounting controls and
record keeping policies in order to meet both the legal and the business
requirements of the company and the bank. Representatives are expected to
maintain and adhere to these controls and policies. The accounting records of
the company and bank must be complete, accurate, and in reasonable detail. Such
records include books of original entry and other financial information used
for internal management decision-making and external reporting. The underlying
transactions must be properly authorized and recorded on a timely basis in
order to permit preparation of financial statements in accordance with
generally accepted accounting principles and maintain accountability of assets.
No fund or asset that is not fully and properly recorded on the companys books
is permitted. In addition, it is unlawful to falsify any book or record that
reflects transactions of the company or dispositions of the company assets.
Representatives should be certain that all transactions with other persons are
properly documented and recorded to avoid any possible allegation that the
company was assisting such persons in improperly recording or detailing the
nature of the transactions involved. In addition, representatives will adhere
to the Currency Transaction Reporting Policy as required by federal law. All
representatives of the company and the bank who are authorized to incur
business expenses are responsible for the accurate and timely reporting of such
expenses. All expenditures must be in accordance with existing policies.

Proprietary Information, Products, Services, and Other Property

All representatives are expected to protect the companys ownership of
property, including information, products, and services. The misuse or removal
from the company or bank facilities of the company or banks furnishings,
equipment, and supplies is prohibited, unless specifically authorized. This
applies equally to other property created, obtained, or copied by the company
for its exclusive use  such as client lists, files, reference materials and
reports, computer software, data processing systems, and databases. Neither
originals nor copies may be removed from the companys premises or used for
purposes other than company business without

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the board of directors authorization.

Disclosure of Actual or Potential Violations

If a representative feels that he/she has violated or created a potential
violation, or the appearance of a violation, of this code of conduct and
conflict of interest policy, even inadvertently, the representative should
report the facts of the situation to his/her supervisor or to the President.

Similarly, if a representative is aware of an apparent violation of this
policy by another representative that fact should be reported in good faith to
the President or Senior Vice President of the company. The nature of some
actual or potential violations, including the position of the employee
involved, may dictate that the violation be reported directly to the board of
directors or one or more of its members. The company will maintain a written
record of any disclosures of actual or potential violations to this Code of
Conduct.

TRAINING AND AWARENESS PROGRAMS

All new representatives will receive a copy of this Code of Conduct and
Conflict of Interest Policy, be instructed as to its contents, and sign a
statement attesting that this has been accomplished.

Not less frequently than annually, all representatives will receive
appropriate training and review of this document, and will sign a statement
attesting that this has been done.

PERSONAL CONDUCT

The company has certain standards of conduct that are expected of all
representatives. While most of them concern on-the-job issues, some necessarily
involve conduct outside the company as well.

Public Activities and Affairs

When participating in public affairs and other off-the-job activities, all
representatives are cautioned to refrain from conduct that could be reflect
negatively on the participant or the company.

Written endorsements, testimonials, and publications that could imply
company approval must be presented to the President for approval. None of these
activities are to be represented, implied, construed, or directed as actions
and/or endorsements of the company unless explicitly sanctioned by the board of
directors.

As mentioned, all representatives of the company are encouraged to
participate in civic organizations and political activities provided such
participation does not unduly interfere with their duties or cause detrimental
action to the company.

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A representative, who considers becoming a candidate for any elective
public office or
being appointed to any governmental position, should inform the company and
obtain prior approval of the board of directors through the president.

Personal Finances

All representatives are expected to live within their income and to manage
their personal finances so as to avoid embarrassment personally or to the
company and the bank. This includes proper handling of company accounts and not
writing checks against insufficient funds. Excessive borrowing is evidence of
poor financial management. The services and advice of the company are available
to all staff members in need of financial guidance and assistance. Loans made
to qualified representatives are based on creditworthiness, including length of
employment and prospects for continued employment. All employee loans must be
approved by the human resources administrator as well as the senior lending
officer.

Borrowing and Lending Practices

Representatives should not borrow from each other and should not lend
personal funds to customers of the company or the bank other than to members of
their immediate families. Family transactions should be kept out of the bank.

ACTIONS IN CASES OF NON-COMPLIANCE

The importance and seriousness of this subject cannot be overemphasized.
Instances of non-compliance with the provisions or spirit of this Code of
Conduct and Conflict of Interest Policy will be dealt with in a direct and
fair-handed manner. When all the pertinent facts of a case have been
determined, including consideration of any voluntary disclosure of
non-compliance, the company will take appropriate action which may include, but
is not limited to, the following:



|- |  | Remedial instruction and training by the employees supervisor.                                                      
|- |  | ---------------------------------------------------------------------------------------------------------------------
| 
|- |  | Stronger company action including a letter of reprimand to the
employee with a copy to the employees personnel file.
| 
|- |  | Suspension without pay for an appropriate length of time, or                                                         
| 
|- |  | Dismissal.                                                                                                           

A Uniform Criminal Referral Form may be filed no later than seven business
days following the discovery of the violation and in accordance with applicable
regulatory guidelines.

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ACCURATE AND TIMELY PERIODIC REPORTS

We are committed to providing investors with full, fair, accurate, timely
and understandable disclosure in the periodic reports that we are required to
file with the Securities and Exchange Commission. To this end, we shall:



| | - |  | comply with generally accepted accounting principles at all times;                                                                                                                                                                                                                     
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | maintain a system of internal accounting controls that will
provide reasonable assurances to management that all transactions
are properly recorded;                                                                                                                                   
|
| | - |  | maintain books and records that accurately and fairly reflect our transactions;                                                                                                                                                                                                        
|
| | - |  | prohibit the establishment of any undisclosed or unrecorded funds or assets;                                                                                                                                                                                                           
|
| | - |  | maintain a system of internal controls that will provide
reasonable assurances to management that material information about
the holding company and the company is made known to management,
particularly during the periods in which the our periodic reports
are being prepared; and
|
| | - |  | present information in a clear and orderly manner and avoid
the use of legal and financial jargon in our periodic reports.                                                                                                                                                           

In addition, so that customers, vendors, investors and the general public
are fully aware of our policies of ethical conduct pursuant to which we
operate, we will take all necessary actions to insure that, to the full extent
required by law or the regulations of any association on which our securities
are listed for trading, this Code of Conduct, and any amendments or waivers
hereto, are made publicly available in a timely manner.

REPORTING MISCONDUCT

Representatives are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is our
policy not to allow retaliation for reports of misconduct by others made in
good faith by representatives. Representatives are expected to cooperate in
internal investigations of misconduct.

WAIVERS

The provisions of this Code of Conduct may be waived for directors or
executive officers only by a resolution adopted by the members of the Audit
Committee of the Board of Directors. The provisions of this Code of Conduct
may be waived for other representatives who are not directors or executive
officers by the Chief Executive Officer. Any waiver of this Code of Conduct
granted to a director or executive officer will be publicly disclosed as
required by law or the regulations of any association on which our securities
are listed for trading.

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Recognizing the need to remain current with all applicable laws and
regulations and to
respond to changing business conditions, the Company reserves the right to
modify or substitute the Code of Conduct and Conflict of Interest Policy at the
Companys discretion.

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