Definitive Proxy Statement

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

Security Bank Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which the transaction applies:

(2)

Aggregate number of securities to which the transaction applies:

(3)

Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of the transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

SECURITY BANK CORPORATION

March 31, 2006

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders to be held on April 25, 2006, in Macon, Georgia, at the time and place shown in the attached notice. In addition to considering the matters described in the proxy statement, we will review for you our 2005 business results and discuss other matters of interest to our shareholders.

We hope you can attend the meeting in person, but even if you plan to do so, we encourage you to vote your shares ahead of time by using the enclosed proxy card. This will ensure that your SBKC stock will be represented at the meeting. If you attend the meeting and prefer to vote in person, you may do so. The attached proxy statement explains more about proxy voting. Please read it carefully.

We are enclosing in this package a copy of our 2005 Annual Report for your review. We look forward to seeing you at our annual meeting on April 25, 2006.

Sincerely,

Alford C. Bridges

Chairman of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF

SECURITY BANK CORPORATION

DATE:

April 25, 2006

TIME:

6:00 p.m.

PLACE:

Idle Hour Country Club

251 Idle Hour Drive

Macon, Georgia

MATTERS TO BE VOTED ON:

PROPOSAL I: Election of five directors.

Any other matters that may be properly brought before the meeting.

Only shareholders of record at the close of business on March 13, 2006 may vote at the meeting.

Your vote is important. Please complete, sign, date, and return your proxy card promptly in the enclosed envelope.


		By Order of The Board of Directors,

Macon, Georgia March 31, 2006		Linda L. Cassidy Secretary

Security Bank Corporation

4219 Forsyth Road

P. O. Box 4748

Macon, Georgia 31210

(478) 722-6200

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD April 25, 2006

This proxy statement is furnished to the shareholders of Security Bank Corporation in connection with the solicitation of proxies by our Board of Directors to be voted at the 2006 Annual Meeting of Shareholders and at any adjournments thereof (the “Annual Meeting”). The Annual Meeting will be held on April 25, 2006 at Idle Hour Country Club, 251 Idle Hour Drive, Macon, Georgia at 6:00 p.m.

The approximate date on which this proxy statement and the accompanying proxy card are first being sent or given to shareholders is March 31, 2006.

As used in this proxy statement, the terms SBKC, Company, we, our and us all refer to Security Bank Corporation and its subsidiaries.

VOTING

GENERAL

The securities that can be voted at the Annual Meeting consist of SBKC’s $1.00 par value common stock (“SBKC stock”) with each share entitling its owner to one vote on each matter submitted to the shareholders. The record date for determining the holders of SBKC stock who are entitled to notice of and to vote at the Annual Meeting is March 13, 2006. On February 20, 2006, 14,387,877 shares of SBKC stock were outstanding and eligible to be voted.

QUORUM AND VOTE REQUIRED

The presence, in person or by proxy, of a majority of the outstanding shares of SBKC stock is necessary to constitute a quorum at the Annual Meeting. In determining whether a quorum exists at the Annual Meeting for purposes of all matters to be voted on, all votes “for” or “against” as well as all abstentions (including votes to withhold authority to vote) will be counted.

In voting for the proposal to elect five directors (Proposal I), you may vote in favor of all nominees or withhold your votes as to all or as to specific nominees. The vote required to approve Proposal I is governed by Georgia law and is a plurality of the votes cast by the holders of shares entitled to vote, provided a quorum is present. Votes withheld and broker non-votes will not be counted and will have no effect.

Any other matter that may be submitted to shareholders will be determined by a majority of the votes cast at the meeting. Votes withheld and broker non-votes will not be counted and will have no effect.

Our SBKC directors and executive officers hold 2,385,928 shares of SBKC stock, or approximately 16.58% of all outstanding stock, and we believe that all of those shares will be voted in favor of all proposals.

PROXIES

All properly executed proxy cards delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees or withhold your votes as to specific nominees. In voting by proxy with regard to the proposal to approve the stock option plan, you may vote for or against the proposal or abstain from voting. You should specify your choices on the proxy card. IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE SHARES REPRESENTED BY A SIGNED PROXY CARD WILL BE VOTED “FOR” THE PROPOSALS LISTED ON THE PROXY CARD. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters according to their judgment.

All proxy cards delivered pursuant to this solicitation are revocable at any time before they are voted by giving written notice to Mrs. Linda L. Cassidy, Secretary of the Board of Directors, Security Bank Corporation, P.O. Box 4748, Macon, Georgia 31208, by delivering a later dated proxy card, or by voting in person at the Annual Meeting.

We will pay all expenses incurred in the solicitation of proxies. Such costs include charges by brokers, fiduciaries and custodians for forwarding proxy materials to beneficial owners of stock held in their names. Regan & Associates, Inc., as our agent, will assist in soliciting proxies on a fee basis including out-of-pocket costs. Solicitation also may take place by mail, telephone and personal contact by our directors and executive officers without additional compensation. The Annual Report of the Company for the year ended December 31, 2005 accompanies this proxy statement.

PROPOSAL I—ELECTION OF DIRECTORS

Our Board of Directors consists of sixteen members, thirteen of whom are non-employee directors. The employee directors are our President and Chief Executive Officer, H. Averett Walker, John Ramsey, Chairman and CEO of Fairfield Financial Services, Inc., and the President and Chief Executive Officer of Security Bank of Jones County, Thad G. Childs, Jr. Our articles of incorporation provide that the board shall be divided into three classes, as nearly equal in number as possible, and that the board shall consist of not less than five members and not more than twenty-five members, with the exact number to be fixed from time to time by the board or the shareholders. The term of office of one of the classes of directors expires each year, and a new class of directors is elected each year by the shareholders for a term of three years and until their successors are elected and qualified. The Board of Directors set the number of board members at sixteen at its June 2003 meeting. During the May 2005 meeting, the Board of Directors approved the 2005-2006 Board members.

The Board has nominated the following persons, each of whom is currently a director, for submission to the shareholders for election to a three-year term expiring at the 2009 meeting:

Frank H. Childs, Jr.

Robert T. Mullis

T. Kevin Reece

H. Cullen Talton, Jr.

Joe E. Timberlake, III

Each of the nominees has consented to serve if elected. If any nominee is unavailable to serve for any reason, the board may designate a substitute nominee (in which event the persons named as proxies will vote the shares represented by all valid proxy cards for the election of such substitute nominee), allow the vacancy to remain open until a suitable candidate is located, or reduce the number of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO ELECT THE FIVE NOMINEES NAMED ABOVE.

DESCRIPTION OF BUSINESS

General

Security Bank Corporation (“SBKC”) is a Georgia corporation formed to act as a bank holding company for Security Bank of Bibb County (“SB-Bibb”) under the Federal Bank Holding Company Act of 1956, as amended, and the bank holding company laws of Georgia. SBKC was incorporated on February 10, 1994 at the instruction of management of SB-Bibb. At a special meeting of the shareholders of SB-Bibb on August 2, 1994, the shareholders of SB-Bibb voted in favor of a plan of reorganization and agreement of merger pursuant to which SB-Bibb became a wholly-owned subsidiary of SBKC. The reorganization was effective on September 30, 1994, as a result of which the shares of common stock of SB-Bibb then issued and outstanding were converted into shares of the common stock of SBKC. SB-Bibb has operated as a wholly-owned subsidiary of SBKC since that time, although the functions and business of SB-Bibb, its Board of Directors, staff and physical office locations underwent no changes as a result of the reorganization.

On August 8, 1998, SBKC acquired a 100 percent interest in Crossroads Bancshares, Inc., the parent holding company of Crossroads Bank of Georgia in Perry and Warner Robins, Georgia. The two companies merged in a pooling of interests stock swap transaction and, accordingly, all prior financial information shown below has been restated as if this business combination had always existed. The parent company of Crossroads Bank of Georgia was subsequently dissolved. The wholly-owned subsidiary of SBKC operates as Security Bank of Houston County.

On July 31, 2000, SB-Bibb purchased the assets of Group Financial Southeast (d/b/a Fairfield Financial) in a business combination accounted for as a purchase. The assets were placed in a newly formed subsidiary of SB-Bibb incorporated as Fairfield Financial Services, Inc. (“Fairfield”). The purchase transaction involved a combination of SBKC stock and cash consideration. Fairfield is a well-established real estate mortgage lending company with a number of production locations throughout Georgia and the Southeast, including offices in Macon, Warner Robins, Columbus, Richmond Hill, Gray, Pooler, Woodstock, St. Simons Island, and Brunswick. The Company functions as a subsidiary of SB-Bibb.

On May 29, 2003, SBKC completed its merger with Bank of Gray, Gray, Georgia. The merger involved a combination of SBKC stock and cash consideration. The wholly-owned subsidiary of SBKC operates as Security Bank of Jones County.

On June 3, 2003, the Company changed its name from SNB Bancshares, Inc. to Security Bank Corporation. In connection with this name change, the Nasdaq Stock Market symbol was changed to SBKC.

On May 31, 2005, SBKC completed its merger with SouthBank, Woodstock, Georgia. The merger involved a combination of SBKC stock and cash consideration. The new wholly-owned subsidiary of SBKC now operates as Security Bank of North Metro.

On December 31, 2005, SBKC completed its merger with Rivoli BanCorp, Inc., the parent company of Rivoli Bank and Trust in Macon, Georgia. The merger involved a combination of SBKC stock and cash consideration. The parent company of Rivoli Bank and Trust was dissolved on January 4, 2006. The Bank now functions as part of SB-Bibb.

History and Business of the Subsidiaries

Substantially all of the business of SBKC is conducted through its five subsidiary banks. A brief description of each Bank’s history and business operations is discussed below.

SB-BIBB

SB-Bibb is a state-chartered bank which engages in the commercial banking business primarily in Bibb County, Georgia and in Glynn County, Georgia. SB-Bibb commenced operations on November 4, 1988. On March 1, 1999, the Bank converted its banking charter from a national to a state charter and changed its name from Security National Bank to Security Bank of Bibb County.

The Bank now operates eight full-service and one limited-service banking office in Macon, Georgia. In 2003 and 2005, the bank opened a full service office in Brunswick, Georgia and a full service office in St. Simons Island, Georgia.

The Bank offers a full range of deposit products, lending services (including a specialized mortgage division), internet banking, automated teller machines, safe deposit boxes, credit cards, night depositories and other services for the convenience of its customers. No trust services are currently offered. The Bank provides its own data processing services.

With its purchase of Fairfield during 2000, SB-Bibb expanded its mortgage division to include a number of production locations throughout Georgia and the Southeast.

As of December 31, 2005, SB-Bibb had total assets of $711.2 million, total deposits of $591.6 million and total stockholders’ equity of $73.2 million. Net income amounted to $10.2 million for the year ended December 31, 2005.

SB-HOUSTON

SB-Houston commenced operation in 1987 as a state-chartered bank in Perry, Houston County, Georgia. The Bank currently operates five full-service facilities in Houston County, having added two full-service branches in Warner Robins, Georgia. SB-Houston’s main office is located at 1208 Washington Street, Perry, Georgia. The Bank established its fifth full-service office during the third quarter of 2004. This office is located on Highway 96 in Houston County.

SB-Houston operates a full-service commercial banking business and provides a wide range of banking services, including checking and savings accounts, a broad range of certificates of deposit, agricultural, consumer, commercial and real estate loans, internet banking, safe deposit boxes, credit cards, night depositories and 24-hour automated teller machines. SB-Houston’s customers reside mainly in the Houston County area. No trust services are currently offered. Data services are provided by SB-Bibb.

As of December 31, 2005, SB-Houston had total assets of $263.3 million, total deposits of $225.4 million, and stockholders’ equity of $19.5 million. Net income for the year ended December 31, 2005 totaled $3.4 million.

SB-JONES

SB-Jones (formerly Bank of Gray) was chartered on August 23, 2003, as a state-chartered bank in Gray, Jones County, Georgia. The bank’s main office is located on West Clinton Street.

The bank operates a full-service commercial banking business and provides a wide range of banking services, including checking and savings accounts, a broad range of certificates of deposit, and agricultural, consumer, commercial and real estate loans, safe deposit boxes, credit cards, night depositories and 24-hour automated teller machines. The bank’s customers reside mainly in the Jones County area. No trust services are currently offered. Data services are provided by SB-Bibb.

As of December 31, 2005, the bank had total assets of $285.8 million and total deposits of $224.4 million, and shareholders’ equity of $45.4 million. Net income for the year ending December 31, 2005 was $5.1 million.

SB-NORTH METRO

In 2002, SB-North Metro (formerly SouthBank) commenced operations in Woodstock, Cherokee County, Georgia. The bank’s main office is located at 155 Towne Lake Parkway, Woodstock, Georgia.

The bank operates a full-service commercial banking business and provides a wide range of banking services, including checking and savings accounts, a broad range of certificates of deposit, and, consumer, commercial and real estate loans, safe deposit boxes, credit cards, night depositories and 24-hour automated teller machines. The bank’s customers reside mainly in the Cherokee County area. No trust services are currently offered. Data services are provided by SB-Bibb.

As of December 31, 2005, the bank had total assets of $184.3 million and total deposits of $131.3 million, and shareholders’ equity of $33.5 million. Net income for the year ending December 31, 2005 was $1.3 million.

RIVOLI BANK AND TRUST

Rivoli Bank and Trust is a state-chartered bank that engages in the commercial banking business primarily in Bibb County, Georgia. The bank operates two full-service banking offices in Macon, Georgia; one full-service banking office in Griffin, Georgia; and a loan production office in Oconee County, Georgia. The bank’s customers reside mainly in the Macon, Georgia area.

As of December 31, 2005, the bank had total assets of $235.9 million and total deposits of $148.5 million, and shareholders’ equity of $44.9 million. The bank’s operating results for 2005 are not included in the Company’s consolidated financial statements. Effective January 4, 2006, the bank was merged into Security Bank of Bibb County.

Market Area

SBKC primarily serves the residents of Bibb, Houston, Jones, Glynn and Cherokee Counties, with estimated populations of 152,000 126,000, 27,000, 72,000 and 189,000 respectively, as of 2005. SBKC also conducts business to a lesser extent in the surrounding counties of Monroe, Twiggs, Crawford, Peach and Wilkinson. The loan portfolio is concentrated in various commercial, real estate and consumer loans to individuals and entities located in middle Georgia, and the ultimate collectibility of the loans and future growth of the Company are largely dependent upon economic conditions in the middle Georgia area. The Company’s agricultural loans are negligible. The economy of the middle Georgia area has been generally favorable in recent years, although population growth has been moderate. Robins Air Force Base, located in Houston County, is a major employer in the area, which has survived national base closure mandates and expanded in size in recent years. The economies in north metropolitan Atlanta and Glynn County have been very favorable in recent years, as the population of these areas continues to increase at high levels.

The acquisition of Fairfield during 2000 brought a number of well established mortgage production offices to SB-Bibb. Fairfield is primarily engaged in residential real estate mortgage lending in the State of Georgia.

Neither the Company nor its subsidiaries generate a material amount of revenue from foreign countries, nor does either have material long-lived assets, customer relationships, mortgages or servicing rights, deferred policy acquisition costs, or deferred tax assets in foreign countries. Thus, the Company has no significant risks attributable to foreign operations.

Competition

The financial services industry in the middle Georgia area is highly competitive. SBKC’s subsidiary banks compete actively with national and state chartered banks, savings and loan associations and credit unions for loans and deposits. In addition, the Banks compete with other financial service institutions, including brokers and dealers, insurance companies and finance companies, all of which actively engage in marketing various types of loans, deposits and other services. Management believes that competitive pricing and personalized service will provide it with a method to compete effectively in the middle Georgia area.

Employees

As of December 31, 2005, the Company had 422 employees on a full-time equivalent basis. SBKC considers its relationship with its employees to be excellent.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

SBKC common stock is quoted on the NASDAQ National Market under the symbol “SBKC.” Prior to December 1, 1997, SBKC common stock was not traded on any public market or exchange, although certain brokerage firms made a market for its common stock. The following table sets forth the high, low and close sale prices per share of the common stock as reported on the NASDAQ National Market, and the dividends declared per share for the periods indicated.


Year Ended December 31, 2005	High		Low		Close		Dividend Per Share
Fourth Quarter	$	26.00	$	21.25	$	23.29	$	0.065
Third Quarter	$	25.39	$	21.78	$	24.89	$	0.065
Second Quarter	$	24.00	$	17.71	$	22.90	$	0.065
First Quarter	$	21.22	$	19.85	$	20.59	$	0.065

Year Ended December 31, 2004	High		Low		Close		Dividend Per Share
Fourth Quarter	$	21.65	$	16.98	$	20.00	$	0.055
Third Quarter	$	18.00	$	15.62	$	17.50	$	0.055
Second Quarter	$	17.77	$	14.34	$	17.30	$	0.055
First Quarter	$	16.01	$	14.53	$	15.00	$	0.055

As of February 20, 2006 the Company had approximately 1,331 shareholders of record plus approximately 1,558 shareholders in street name.

Biographies of Director Nominees, Directors and Executive Officers

The following information is set forth with respect to the five nominees for election as directors of SBKC and for the other persons who currently serve on the Board of Directors of SBKC. Three directors, Thad G. Childs, Jr., Frank H. Childs, Jr. and Ruthie McMichael are first cousins. Larry C. Walker is a director of Life of the South Insurance Company; otherwise, there are no nominees or directors who are members of any other Board of Directors of any company with a class of securities registered with the Securities and Exchange Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended, or any company which is subject to the requirements of Section 15(d) of that Act, or any company registered with the Securities and Exchange Commission as an investment company under the Investment Company Act of 1940, as amended.

During the previous five years, no director or executive officer was the subject of a legal proceeding (as defined below) that is material to an evaluation of the ability or integrity of any director or executive officer. A “legal proceeding” includes: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive prior to that time; (b) any conviction in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) any order, judgment, or decree of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (d) any finding by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission of a violation of a federal or state securities or commodities law (such finding having not been reversed, suspended or vacated).

NOMINEES

FRANK H. CHILDS, JR., age 57, is a partner in the Groover & Childs law firm. Mr. Childs is also the County Attorney for Jones County. He was a director of the Bank of Gray from 1980 until its merger with SBKC and has been a director of SBKC since the merger.

ROBERT T. MULLIS, age 63, holds ownership interests in various businesses and in real estate holdings. Mr. Mullis has been a director of SBKC and Security Bank of Bibb County since the founding of both companies.

T. KEVIN REECE, age 44, is the CEO of Sivica Investments, a commercial and residential real estate development company in Alpharetta, Georgia. He has been a director of SBKC since June 2005, and is a director of Security Bank of North Metro.

H. CULLEN TALTON, JR., age 73, is the sheriff of Houston County, Georgia and a real estate developer. He has been a director of SBKC since August 1998 and a director of Security Bank of Houston County since its founding.

JOE E. TIMBERLAKE, III, age 65, is the retired President of Timberlake Grocery Company in Macon, Georgia. He is also the treasurer of Flintlake, Inc., a managing partner in Timberlands Partnership and Timberlake LLP, and a director of several other private companies. He has been a director of SBKC and Security Bank of Bibb County since the founding of both companies.

CONTINUING DIRECTORS—TERMS EXPIRING IN 2007:

BENJAMIN W. GRIFFITH, III, age 52, is President and owner of Southern Pine Plantations, Inc., a Macon based real estate development and timberland company. Mr. Griffith also holds ownership interests in various other timber, mining and real estate investments in the southeast. He has been a director of SBKC and Security Bank of Bibb County since the founding of both companies.

RUTHIE G. McMICHAEL, age 53, has been a teacher in Jones County Public Schools for 25 years. Mrs. McMichael is the Media Specialist at Clifton Ridge Middle School. She has been a director of SBKC since June, 2003 and a director of Security Bank of Jones County since 1999.

BEN G. PORTER, age 72, is Chairman of Filmworks USA, a company that conducts antiques sales and other events at Lakewood Fairgrounds in Atlanta and Buford, Georgia. He is the developer of a residential subdivision and golf course near Darien, on the Georgia coast. In addition, he is the retired President of Charter Medical International and Senior Vice President of Charter Medical Corporation and the former owner of Piedmont Communications Corporation. He has been a director of SBKC and Security Bank of Bibb County since 1996.

H. AVERETT WALKER, age 52, has served as President and Chief Executive Officer of SBKC and Security Bank of Bibb County since January 1997. He served as President and Chief Operating Officer of both entities from January 1996 through December 1996. His banking career includes over two years with Bank South as Middle Georgia Regional President in Macon, and ten years with NationsBank, now Bank of America, including positions as Regional President in Albany/Moultrie and President in LaGrange. He has been a director of SBKC and Security Bank of Bibb County since 1996.

LARRY C. WALKER, age 63, is an attorney with the firm of Walker, Hulbert, Gray, Byrd & Christy, LLC in Perry, Houston County, Georgia. He has been a director of SBKC since August 1998 and a director of Security Bank of Houston County since its founding.

CONTINUING DIRECTORS—TERMS EXPIRING IN 2008:

EDWARD M. BECKHAM, II, age 67, is a partner in Beckham Bros. Distribution, which has rental property holdings. He is also a partner in Beckham Bros., which is a real estate and agricultural company. He is Vice-Chairman of the SBKC board of directors and has served as a director of the company since August 1998. He has also been a director of Security Bank of Houston County, the Company’s subsidiary bank in Perry and Warner Robins, Georgia since its founding.

ALFORD C. BRIDGES, age 67, is Vice President and Assistant Operations Officer of Whiteway Development Corporation d/b/a Appling Brothers, a grading, paving and construction company in Macon, Georgia. He is Chairman of the SBKC Board of Directors and is has served as a director of SBKC and Security Bank of Bibb County, SBKC’s subsidiary bank in Macon, Georgia, since the founding of both companies.

THAD G. CHILDS, JR., age 59, has served as President and Chief Executive Officer of Security Bank of Jones County since the completion of the merger between Bank of Gray and SBKC in June 2003. He served as President and Chief Executive Officer of the Bank of Gray from January 1987 through May 2003. His banking career also includes nine years with Trust Company Bank of Middle Georgia. He has been a director of SBKC since June 2003, as well as a director of the Bank of Gray from 1986 through May 2003.

JOHN W. RAMSEY, age 62, is Chairman and CEO of Fairfield Financial Services, Inc., a wholly owned mortgage subsidiary of Security Bank of Bibb County. Prior to joining the Bank, he was CEO of Group Financial Southeast d/b/a Fairfield Financial Associates. Mr. Ramsey is President and owner of Rams Four Ltd., a real estate holdings company that owns The Pines of Gray. Mr. Ramsey owns Rams Head Ltd., a Subchapter S corporation that owns Group Financial Southeast (“GFSE”) and various other real estate holdings. He also owns Laurel Island Country Club Ltd., which has real estate developments in Kingsland, Georgia. He has been a director of both SBKC and Security Bank of Bibb County since July 2000.

ROBERT M. STALNAKER, age 56, is former co-owner and President of Stalnaker Plastics, Inc., a manufacturing company in Warner Robins, Georgia. He has been a director of SBKC since August 1998, and a director of Security Bank of Houston County since 1996.

RICHARD W. WHITE, JR., age 52, is President and part owner of White Brothers Warehouse, Inc., a wholesale distributor of auto parts in Macon, Georgia. He has been a director of SBKC and Security Bank of Bibb County since the founding of both companies, and currently serves as the Chairman of Security Bank of Bibb County.

EXECUTIVE OFFICERS

RICHARD A. COLLINSWORTH, age 56, served as Executive Vice President of SBKC and Security Bank of Bibb County since January 1996 and now serves as President of Security Bank of Bibb County. Prior to joining the Company, he was City Commercial Banking Manager for Bank South in Macon in 1995. His thirty-one year banking background includes positions at NationsBank (now Bank of America) in North Carolina and Texas and at Henderson National Bank in Huntsville, Alabama. His responsibilities have included commercial lending, credit administration, marketing, internal reorganizations and product development.

JAMES R. McLEMORE, age 46, has served as Executive Vice-President and Chief Financial Officer of SBKC and Security Bank of Bibb County since December 2002. Mr. McLemore served as Executive Vice-President and Chief Financial Officer of The Independent Bankers Bank in Dallas, Texas from December 2000 to November 2002. From August 1998 to November 2000, he served as Senior Vice-President and Chief Financial Officer of IBERIABANK Corporation in Lafayette, Louisiana. Mr. McLemore is a Certified Public Accountant (CPA) and a Charter Financial Analyst (CFA).

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of SBKC conducts regular meetings, generally on a monthly basis. The Board of Directors met 16 times during 2005. Excluding T. Kevin Reece, who joined the SBKC board upon the completion of the merger with SouthBank in May 2005 and Benjamin W. Griffith, III who was excused for medical reasons, each director of SBKC attended at least 75% of the meetings of the full board of directors and of the committees on which he or she serves.

Board Committees

The Company has established various joint committees, comprised of members of the board of directors as well as several board members from each of the four subsidiary banks, to conduct and coordinate the Company’s business. These joint committees oversee personnel, audit, investment, data processing, risk management, marketing and building programs.

Audit Committee

The SBKC Audit Committee is responsible for overseeing audit functions, development and implementation of a written audit policy, review of federal and state examinations, evaluation of internal controls and overseeing compliance with all audits and examinations required by law. The Audit Committee is comprised entirely of independent members, as defined by Nasdaq Stock Market rules. SBKC board members Beckham, McMichael, Porter, Reece, Stalnaker, Timberlake, and White, served on the Audit Committee during 2005.

The Audit Committee held four meetings during 2005. The SBKC Board of Directors has adopted a written charter for the Audit Committee, which is reviewed and assessed for adequacy on an annual basis. The charter was not amended in the last year, a copy of which was included in last year’s proxy statement as Appendix A. The Audit Committee does not have a financial expert as defined under Section 407 of the Sarbanes Oxley Act of 2002. Six members of the Audit Committee have owned and managed sizeable and complex businesses. The Board of Directors believes their financial acumen is very strong and therefore an Audit Committee financial expert, as defined, is not necessary for there to be a satisfactory discharge of the Audit Committee’s responsibilities to the Board of Directors and the company’s shareholders.

Audit Committee Report

The SBKC Audit Committee is comprised entirely of independent members, as defined by the National Association of Securities Dealers, Inc. (“NASD”). SBKC’s Common Stock is traded on The Nasdaq Stock Market, Inc., which is a subsidiary of NASD. The Audit Committee recommends to the Board of Directors the independent accountants to be selected as SBKC’s auditors and reviews the audit plan, financial statements, audit results and the Company’s annual report on 10-K and quarterly reports on Form 10-Q. The Audit Committee also reviews the internal audit reports of SBKC’s affiliates and reviews comments from the affiliates as to exceptions noted in the reports. SBKC Director Beckham serves as chairman of the Audit Committee.

During fiscal year 2005, SBKC retained its principal auditor, McNair, McLemore, Middlebrooks & Co., LLP, to provide audit and non-audit services. The Audit Committee has considered whether the provision of non-audit services by SBKC’s principal auditor is compatible with maintaining auditor independence. James R. McLemore, Chief Financial Officer of SBKC, is not affiliated with McNair, McLemore, Middlebrooks & Co, LLP or related to any of its members.

The Audit Committee has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2005 with management. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 61 (Codification of Statements on Auditing Standards, AU § 380), Communication with Audit Committees, as amended. The Audit Committee has received the written disclosures and the letter from the independent accountants required by

Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as amended, and has discussed with the independent accountants their independence and has concluded the independent auditors are independent from the Company and its management. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in SBKC’s Annual Report on Form 10-K for filing with the Commission. Submitted by the members of the Audit Committee on March 9, 2005:

Edward M. Beckham, II – Chairman

Ruthie G. McMichael

Ben G. Porter

T. Kevin Reece

Robert M. Stalnaker

Joe E. Timberlake, III

Richard W. White, Jr.

Compensation Committee

SBKC has a Compensation Committee that serves to establish compensation for executive officers and key management positions, review the selection and hiring of key officers, oversee the administration of employee benefit programs, and set guidelines for compensation for all employees. The SBKC Compensation Committee also serves to coordinate compensation policies for all entities in the Company. Due to its corporate oversight functions, representatives from all subsidiary banks serve on this committee. SBKC board members who served on the Compensation Committee in 2005 were Frank H. Childs Jr., Chairman, Edward M. Beckham, II, Alford C. Bridges, Benjamin W. Griffith, III, Robert T. Mullis, Ben G. Porter, H. Cullen Talton, Jr., and Larry C. Walker all of which are independent directors as defined by Nasdaq Stock Market Rules. Four committee meetings were held in 2005.

Compensation Committee Report

Decisions with respect to the compensation of the Company’s executive officers are made by the SBKC Compensation Committee (the “Committee”), with input and participation from directors from all of the bank boards. All Committee members listed above are non-employee members. The decisions of the Committee are reviewed by the full boards of SBKC and the subsidiary banks. The following report outlines the policies used in determining the salaries of H. Averett Walker as CEO and the executive officers as a group.

General Compensation Policies. As a basis for determining executive compensation, the Company has a formal performance appraisal process for executive management. The objective of the appraisal process is to align actions of executive officers with the enhancement of shareholder value. The process to determine the base salary level for CEO H. Averett Walker involves an annual review form that includes ratings on key areas: (a) performance against annual short-term objectives (set at the beginning of each year) (b) performance against long-term strategic objectives, (c) business conduct and integrity, (d) competence in meeting the Company’s current needs, (e) leadership and team-building abilities (f) community and industry standing and involvement, and (g) quality of relationship with board members. Other executive officers are reviewed based on specific job standards and achievement of pre-determined strategic goals. The Committee has also hired a compensation consultant to provide information and advice to supplement the formal performance appraisal process.

Executive officers also participate in the Annual Cash Incentive Plans of their respective banks and are eligible to participate in the 401(k) Savings Incentive and Profit Sharing Plan. The executive officers are also eligible for stock option grants from established Company stock option plans.

The Compensation Committee also considers the potential impact of Section 162(m) of the Internal Revenue Code of 1986, as amended (Section 162(m)). Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the Chief Executive

Officer and the other senior executive officers, other than compensation that is performance-based under a plan that is approved by the shareholders of the corporation and that meets certain other technical requirements. Based on these requirements, the Compensation Committee has determined that Section 162(m) will not prevent the Company from receiving a tax deduction for any of the compensation paid to executive officers.

Determination of CEO Compensation. In determining Mr. Walker’s base salary for 2005, the Committee considered information prepared by the Committee’s compensation consultant that presented base salary information for a group of banks of similar asset size. The Committee believes Mr. Walker’s base salary for 2005 of $250,000 was reasonable relative to the median of base salaries for CEO’s of similarly sized institutions.

In determining Mr. Walker’s bonus for 2005, of $101,110 (which was paid in February, 2006), the Committee considered a variety of quantitative and qualitative factors. Among the quantitative factors, the Committee considered five (5) performance hurdles, including, but not limited to, net income, core deposit growth, improvement in earnings per share, net interest margin, and the efficiency ratio, compared to target.

The Committee did not grant stock options to Mr. Walker during 2005.

Submitted on March 13, 2006 by:

Edward M. Beckham, II

Alford C. Bridges

Frank H. Childs, Jr. – Chairman

Benjamin W. Griffith, III

Robert T. Mullis

Ben G. Porter

H. Cullen Talton, Jr.

Larry C. Walker

Compensation Committee Interlocks and Insider Participation. None of those individuals was, during the fiscal year, an officer or employee of the Company or any of its subsidiaries, or was formerly an officer of the Company or any of its subsidiaries, or had any other relationship requiring disclosure by the Company pursuant to the provisions of Regulation S-K, Item 404. No executive officer of any other entity served on the Company’s Compensation Committee.

Nominating Committee

The Company has no formal nominating committee nor written charter. In lieu of a nominating committee, the Board has addressed by resolution the nomination process and established that only independent board members (as defined by Nasdaq rules) may recommend and vote on a slate of director nominees to be put forth to a vote by the Company’s shareholders. The Company does not currently have a policy or process for identifying and evaluating nominees. However, in addition to meeting the qualification requirements set forth by the Georgia Department of Banking and Finance, a possible director candidate must also meet the following minimum criteria to be considered; independence; highest personal duties as a Director, impact on the diversity of the Board’s overall experience in business, government, education, technology and other areas relevant to the Company’s business; impact on the diversity of the Board’s composition in terms of age, skills, ethnicity and other factors relevant to the Company’s business; and number of other public company boards on which the candidate may serve (generally, should not be more than three public company boards in addition to the Company). The Board does not currently have a policy with regard to the consideration of any director candidates recommended by security holders. The Board has determined that in view of the Company’s relative size and shareholder base such a policy has been unnecessary in the past, although it will continue to evaluate the appropriateness of developing such a policy in the coming year. Each nominee has been recommended for inclusion on the Company’s proxy card by the unanimous vote of the independent members of the Board of Directors.

Director Compensation

Directors of SBKC receive $850.00 per month for each regularly scheduled meeting of the board of directors attended by the director. Directors are not paid for any regularly scheduled meetings of the board of directors not attended. Directors are paid for their service on committees established by the board of directors of SBKC. Directors Emeritus who serve for periods not to exceed five years, are paid $850.00 per month without regard to attendance at meetings, although such honorary directors are expected to be active participants in the development of business for SBKC. In 2005, SBKC paid a total of $326,850 as directors’ fees, including fees paid to Directors Emeritus. Directors of SBKC who are also members of the board of directors of Security Bank of Bibb County, Security Bank of Houston County, Security Bank of Jones County, or Security Bank of North Metro are compensated for their service in those capacities in accordance with policies established by those entities.

Security Ownership of SBKC

As of February 20, 2006, no person was known to management of SBKC to beneficially own more than five percent (5%) of any class or series of SBKC common stock.

Certain Relationships and Related Transactions

SBKC has had, and expects to have in the future, banking transactions in the ordinary course of its business with some of its subsidiaries, directors and executive officers and their associates. As of December 31, 2005 their indebtedness was in the aggregate amount of $36.3 million. All loans included in those transactions were made on substantially the same terms, including interest rate, repayment terms and collateral, as those prevailing at the time the loans were made for comparable transactions with other persons, and those loans do not involve more than the normal risk of collectibility or present other unfavorable features.

Fairfield Financial leasing office space for its field offices in various Georgia cities from Director Ramsey or his affiliated companies. Payments for these lease arrangements totaled $76,800 in 2005 and 2004.

DIRECTORS AND EXECUTIVE OFFICERS

Director Nominees


Name and Address	Position(s) Held	Year First Elected Director	Shares of Common Stock Beneficially owned Number of Shares Owned (1) and Percent of Class (2)
Frank H. Childs, Jr. 106 Ocmulgee Springs Dr. Macon, Georgia 31211	Director, SBKC and Security Bank of Jones County	2003	62,840 0.44	%

Robert T. Mullis P. O. Box 6292 Macon, Georgia 31208	Director, SBKC and Security Bank of Bibb County	1994	376,390 2.62	(3) %

T. Kevin Reece 492 Gramercy Drive Marietta, Georgia 30068	Director, SBKC and Security Bank of North Metro	2005	106,053 0.74	%

H. Cullen Talton, Jr 201 Cullen Road Bonaire, Georgia 31005	Director, SBKC and Security Bank of Houston County	1998	31,330 0.22	%

Joe E. Timberlake, III 555 N. Rivoli Farms Drive Macon, Georgia 31210	Director, SBKC and Security Bank of Bibb County	1994	203,448 1.41	(4) %

Other Current Directors and Executive Officers of Security Bank Corporation


Name and Address	Position(s) Held	Year First Elected Director	Shares of Common Stock Beneficially owned Number of Shares Owned (1) and Percent of Class (2)
Edward M. Beckham, II 1102 Beckham Circle Perry, Georgia 31069	Director, SBKC and Security Bank of Houston County	1998	81,446 0.57	%

Alford C. Bridges P. O. Box 604 Gray, Georgia 31032	Chairman, SBKC and Security Bank of Bibb County	1994	102,400 0.71	%

Thad G. Childs, Jr. 122 Lakeside Drive Gray, Georgia 31032	Director, SBKC and Security Bank of Jones County; CEO of Security Bank of Jones County	2003	201,088 1.40	%

Richard A. Collinsworth 159 Country Club Road Macon, Georgia 31210	Executive Vice-President, and Chief Operating Officer SBKC, President of Security Bank of Bibb County		57,553 0.40	(5) %

Benjamin W. Griffith, III 8022 Estes Road Macon, Georgia 31220	Director, SBKC and Security Bank of Bibb County	1994	201,030 1.40	%

James R. McLemore 4951 Wellington Drive Macon, Georgia 31210	Executive Vice-President and Chief Financial Officer, SBKC and Security Bank of Bibb County		17,110 0.12	(6) %


Name and Address	Position(s) Held	Year First Elected Director	Shares of Common Stock Beneficially owned Number of Shares Owned (1) and Percent of Class (2)

Ruthie G. McMichael 106 Childs Street Gray, Georgia 31032	Director, SBKC and Security Bank of Jones County	2003	61,998 0.43	(7) %

Ben G. Porter 5300 Zebulon Road #50 Macon, Georgia 31210	Director, SBKC and Security Bank of Bibb County	1996	139,500 0.97	%

John W. Ramsey 8401 Saxony Drive Macon, Georgia 31220	Director, SBKC; Chairman and CEO of Fairfield Financial Services, Inc.	2000	390,298 2.71	(8) %

Robert M. Stalnaker 974 Highway 247 Kathleen, Georgia 31047	Director, SBKC and Security Bank of Houston County	1998	16,020 0.11	(9) %

H. Averett Walker 4336 Old Club Road Macon, Georgia 31210	Director, President & CEO, SBKC and Security Bank of Bibb County	1996	140,858 0.98	(10) %

Larry C. Walker P. O. Box 1770 Perry, Georgia 31069	Director, SBKC and Security Bank of Houston County	1998	110,844 0.77	(11) %

Richard W. White 1192 Oakcliff Road Macon, Georgia 31211	Director, SBKC and Security Bank of Bibb County	1994	85,722 0.60	(12) %

All directors and executive officers as a group (18 persons)			2,385,928 16.58	%

(1)

This table is based upon information furnished to us by the persons listed above. Included are shares of SBKC stock that may be acquired within 60 days of February 20, 2006 upon the exercise of vested stock options. Unless otherwise indicated, the persons listed in the tables have sole voting and investment power with regard to the shares shown as owned by such persons.

(2)

Calculated on a basis of 14,387,877 shares outstanding. There are 85,090 options exercisable within 60 days of February 20, 2006.

(3)

Includes 227,978 shares held by an affiliated corporation; 16,335 shares held jointly with Michael C. Griffin; and 119,877 shares for which Mr. Mullis holds a power of attorney. Mr. Mullis disclaims beneficial ownership for the shares held jointly with Mr. Griffin and the shares for which he holds a power of attorney.

(4)

Includes 15,146 shares held by Mr. Timberlake as trustee for revocable family trusts and 8,180 shares held by a broker as custodian for Mr. Timberlake.

(5)

Includes 27,132 shares subject to presently exercisable options and 2,300 shares of restricted stock of which 1,380 shares are currently vested.

(6)

Includes 14,666 shares subject to presently exercisable options.

(7)

Includes 2,100 shares held by Mrs. McMichael’s husband, Samuel P. McMichael and 9,426 shares titled solely to Mrs. Michael’s son, Samuel P. McMichael, Jr.

(8)

Includes 159,720 shares held in the name of GFSE.

(9)

Includes 1,740 shares held by Mr. Stalnaker’s wife, Patsy T. Stalnaker.

(10)

Includes 43,292 shares subject to presently exercisable options and 4,000 shares of restricted stock, of which 2,400 shares are currently vested.

(11)

Includes 641 shares held by Mr. Walker’s wife and 76,850 shares titled in the name of David G. Walker and Lawrence C. Walker, Jr., Co-Trustees of the Lawrence C. Walker, Sr. Trust, all which Mr. Walker holds beneficial ownership.

(12)

Includes 31,814 shares held jointly with Mr. White’s wife, Anne M. White.

Set forth below is a line graph comparing the percentage change in the cumulative shareholder return on the Company’s Common stock with the cumulative Total Return on the Nasdaq Stock Market (U.S. Companies) index and the SNL Southeast Bank Index. The graph assumes $100 invested on December 31, 2000, in the Common Stock of the Company and in each of the two indexes. The comparison assumes that all dividends are reinvested.

LOGO


	Period Ending
Index	12/31/00	12/31/01	12/31/02	12/31/03	12/31/04	12/31/05
Security Bank Corporation	100.00	115.26	192.04	255.49	328.56	387.00
NASDAQ Composite	100.00	78.95	54.06	81.09	88.06	89.27
SNL Southeast Bank Index	100.00	124.58	137.61	172.82	204.94	209.78

Executive Compensation for SBKC

The table below sets forth information concerning compensation paid to the CEO and three most highly compensated executive officers of SBKC (“Named Executive Officers”) for services rendered to SBKC and its subsidiaries as of December 31, 2005, whose total annual base salary and bonus for 2005 exceeded $100,000.00.


	Annual Compensation							Long Term Compensation
	Annual Compensation							Awards			Payouts
Name and Position	Year	Salary ($) (1)		Bonus ($) (2)		Other Annual Compensation (3)		Restricted Stock Awards (4)		Securities Underlying Options # (5)	All Other Compensation $ (6)
H. Averett Walker President, Chief Executive Officer & Director of SBKC and Security Bank of Bibb County	2005 2004 2003	$ $ $	250,000 232,500 190,000	$ $ $	101,110 85,048 67,430	$ $ $	35,656 24,859 18,940	$ $	16,100 12,604 —	— 85,000 —	$ $ $	126,603 129,578 19,363

Richard A. Collinsworth Executive Vice President of SBKC and President of Security Bank of Bibb County	2005 2004 2003	$ $ $	180,000 165,000 140,000	$ $ $	70,978 51,758 50,363	$ $	21,944 17,663 12,740	$ $	9,258 7,247 —	— 56,000 —	$ $ $	91,916 94,529 13,780

James R. McLemore Executive Vice President and Chief Financial Officers, SBKC and Security Bank of Bibb County	2005 2004 2003	$ $ $	159,000 150,000 140,000	$ $ $	58,319 49,216 44,409	$ $ $	11,125 10,170 10,740		— — —	— 48,000 —	$ $	13,640 12,295 —

John W. Ramsey Chairman & CEO of Fairfield Financial Services, Inc. and Director of SBKC and Security Bank of Bibb County	2005 2004 2003	$ $ $	120,000 108,320 130,000		— — —	$ $ $	36,818 22,050 18,690		— — —	— — —	$ $ $	12,249 22,003 15,403

(1)	Includes amounts deferred at the election of the executive officers into the Company’s 401(k) Savings Incentive and Profit Sharing Plan.

(2)	Accrued amounts earned from the Annual Cash Incentive Bonus Plan. Bonuses are distributed in the first quarter of the subsequent calendar year.

(3)	Cash director fees paid to the executive officers by SBKC and/or the subsidiary banks. Other perquisites and personal benefits, in total, do not exceed the lesser of $50,000 or 10% of the salary and bonus for any given executive officer.

(4)

Includes the currently vested shares of restricted stock granted pursuant to the SBKC 2003 Restricted Stock Plan. The restricted shares vest 20% each anniversary date of the grant, January 28, 2003, and the value has been calculated using the marked price of $20.13 as of that date. Mr. Walker was granted a total of 4,000 shares and Mr. Collinsworth a total of 2,300 shares.

(5)	Number of option shares granted during 2004 from the SBKC 2004 Incentive Stock Option Plan.

(6)

Discretionary and matching amounts contributed to the Company’s 401(K) Savings Incentive and Profit Sharing Plan for the executive officers. Also, includes $105,603 and $70,916 paid to Mr. Walker and Mr. Collinsworth, respectively, related to 1996 Stock Option Plan Bonus Payment. The payments began in 2004 and will continue through 2006.

Option Grants in Year Ended December 31, 2005

There were no options granted to the Company’s Chief Executive Officer and to any other executive officer of the Company whose total cash compensation exceeded $100,000 for the year ended December 31, 2005.

CURRENT STOCK OPTION PLANS

The following table summarizes the aggregated values of all options held by each of the Named Executive Officers as of February 20, 2006.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

AND FISCAL YEAR-END OPTION VALUES


Name	Shares Acquired on Exercise	Value Realized	Number of Unexercised Options at 02/20/06 (#)		Value of Unexercised In-the-Money Options at 02/20/06 ($) (1)
	(#)	($)	Exercisable	Unexercisable	Exercisable		Unexercisable
H. Averett Walker	-0-	-0-	43,292	136,708	$	509,402	$	1,428,160
Richard A. Collinsworth	-0-	-0-	27,132	83,868	$	315,148	$	857,012
John W. Ramsey	-0-	-0-	-0-	-0-		-0-		-0-
James R. McLemore	-0-	-0-	14,666	43,334	$	137,256	$	341,474

(1)	This value is computed by subtracting the option exercise prices from the market price of SBKC common stock on December 31, 2005, which was $23.29 per share, and multiplying that result by the applicable number of shares. Only in-the-money option shares are valued.

Executive Employment Agreements

Walker Agreement. On January 1, 2002, the Company entered into an employment agreement with H. Averett Walker, employing Mr. Walker as President and Chief Executive Officer of SBKC and Security Bank of Bibb County for an initial annual base salary of $173,644 during 2002. The initial term of the agreement is for two years, with annual automatic extensions thereafter unless terminated with a 90-day advance notice from either party. The base salary to be paid to Mr. Walker in future years is to be determined annually by the Board of Directors or a committee thereof. The agreement calls for Mr. Walker’s participation in various employee benefit, option, and bonus plans and other fringe benefits.

If Mr. Walker’s employment is terminated (a) for “cause” (as defined), (b) at his election, or (c) due to death or disability, then all compensation obligations cease at the date of termination. If Mr. Walker’s employment is terminated (a) by the employer without cause, or (b) by the employee for “good reason” (as defined), or (c) upon the employer’s breach of the agreement, then Mr. Walker is entitled to receive his annual salary for a term of one year.

Mr. Walker’s agreement includes “change of control” provisions (as defined), whereby, if a change in control occurs during the term of the agreement and Mr. Walker’s employment is terminated within three years of such change of control, he will be entitled to receive two years of base salary, bonus compensation, insurance benefits and participation in retirement plans. The agreement includes certain restrictions on Mr. Walker concerning nondisclosure of proprietary information, and one-year covenants not to compete or solicit our customers or employees.

Since his employment, Mr. Walker has received grants for 227,500 stock options at various grant prices ranging from $4.50 to $15.72 per share from the Company’s 1996, 1999, 2002 and 2004 incentive stock option plans. The stock options vest on varying dates over five year periods. Upon Mr. Walker’s death or total disability, all stock options granted as of the date of either death or total disability shall remain exercisable. Mr. Walker also received 4,000 restricted shares of stock on January 28, 2003, of which 20% vest each anniversary date of the grant.

Collinsworth Agreement. On January 1, 2002, the Company entered into an employment agreement with Richard A. Collinsworth, employing Mr. Collinsworth as Executive Vice President of SBKC and Security Bank of Bibb County for an initial annual base salary of $140,000 during 2002. The initial term of the agreement is for eighteen months, with annual automatic extensions thereafter unless terminated with a 90-day advance notice from either party. The base salary to be paid to Mr. Collinsworth in future years is to be determined annually by the Chief Executive Officer with board oversight. The agreement calls for Mr. Collinsworth’s participation in various employee benefit, option, and bonus plans and other fringe benefits.

If Mr. Collinsworth’s employment is terminated (a) for “cause” (as defined), (b) at his election, or (c) due to death or disability, then all compensation obligations cease at the date of termination. If Mr. Collinsworth’s employment is terminated (a) by the employer without cause, or (b) by the employee for “good reason” (as defined), or (c) upon the employer’s breach of the agreement, then Mr. Collinsworth is entitled to receive his annual salary for a term of one year.

Mr. Collinsworth’s agreement includes “change of control” provisions (as defined), whereby, if a change in control occurs during the term of the agreement and Mr. Collinsworth’s employment is terminated within two years of such change of control, he will be entitled to receive eighteen months of base salary, bonus compensation, insurance benefits and participation in retirement plans. The agreement includes certain restrictions on Mr. Collinsworth concerning nondisclosure of proprietary information, and one-year covenants not to compete or solicit our customers or employees.

Since his employment, Mr. Collinsworth has received grants for 144,000 stock options at various grant prices ranging from $4.50 to $15.72 per share from the Company’s 1996, 1999, 2002 and 2004 stock option plans. The stock options vest on varying dates over five year periods. Upon Mr. Collinsworth’s death or total disability, all stock options granted as of the date of either death or total disability shall remain exercisable. Mr. Collinsworth also received 2,300 restricted shares of stock on January 28, 2003, of which 20% vest on each anniversary date of the grant.

McLemore Agreement. On December 1, 2002, the Company entered into an employment agreement with James R. McLemore, employing Mr. McLemore as Chief Financial Officer of SBKC and Security Bank of Bibb County for an initial annual base salary of $140,000 per year for the initial term of the Agreement. The initial term of the agreement is for eighteen months, with annual automatic extensions thereafter unless terminated with a 90-day advance notice from either party. The base salary to be paid to Mr. McLemore in future years is to be determined annually by the Board of Directors or a committee thereof. The agreement calls for Mr. McLemore’s participation in various employee benefit, option, and bonus plans and other fringe benefits.

If Mr. McLemore’s employment is terminated (a) for “cause” (as defined), (b) at his election, or (c) due to death or disability, then all compensation obligations cease at the date of termination. If Mr. McLemore’s employment is terminated (a) by the employer without cause, or (b) by the employee for “good reason” (as defined), or (c) upon the employer’s breach of the agreement, then Mr. McLemore is entitled to receive his annual salary for a term of one year.

Mr. McLemore’s agreement includes “change of control” provisions (as defined), whereby, if a change in control occurs during the term of the agreement and Mr. McLemore’s employment is terminated within two years of such change of control, he will be entitled to receive eighteen months of base salary, bonus compensation, insurance benefits and participation in retirement plans. The agreement includes certain restrictions on Mr. McLemore concerning nondisclosure of proprietary information, and one-year covenants not to compete or solicit our customers or employees.

Since his employment, Mr. McLemore has received grants for 58,000 stock options at various grant prices ranging from $11.75 to $15.72 per share from the Company’s 2002 and 2004 stock option plans. The stock options vest on varying dates over five year periods. Upon Mr. McLemore’s death or total disability, all stock options granted as of the date of either death or total disability shall remain exercisable.

Other Change in Control Arrangements. As a result of the July 2000 acquisition of Fairfield Financial Services, Inc. (“Fairfield”) as a wholly owned mortgage subsidiary of Security Bank of Bibb County, SBKC entered into certain contract agreements with Director John W. Ramsey, the Chairman and CEO of Fairfield Financial, and certain other key senior officers of Fairfield Financial who are not designated as Named Executive Officers of SBKC. The other key senior officers are James O. DeWitt, Vice Chairman of Fairfield, and John V. Sheridan, III, President of Fairfield. The contracts generally entitle the individuals to one year’s annual compensation if terminated within one year of a change in control of SBKC. The agreements include certain restrictions concerning disclosure of proprietary information, and two-year covenants not to compete in defined trade territories or solicit our customers or employees.

As a result of the June 2003 merger with Bank of Gray, SBKC entered into an employment agreement with director Thad G. Childs, Jr., the President and CEO of the resulting subsidiary, Security Bank of Jones County, which contains similar change in control and non-compete provisions.

In connection with the May 2005 acquisition of SouthBank, the Company entered into employment agreements with Charles M. Barnes, the President and CEO; James M. Brown, Executive Vice President and Senior Lending Officer; and Diana W. Davis, Senior Vice President and Senior Commercial Lending Officer of the resulting subsidiary. In addition, the Company entered into an agreement with Tony E. Collins, the Senior Vice President and North Georgia Director of Mergers and Acquisitions. The agreements contain similar change in control and noncompete provisions.

The Company also entered into employment agreements in connection with the December 2005 acquisition of Rivoli BanCorp, Inc. Employment agreements were entered into with several of the employees including Mel A. Jamison, Ray Brannen, C. Mason McWhorter, Mark D. Bikus, Robert Willingham and Craig Ellard, to serve as Vice Presidents of Commercial Lending with Security Bank of Bibb County. In addition, the Company entered into an employment contract with Donna Sanders to serve as an Assistant Vice President for Security Bank of Bibb County. The agreements contain similar change in control and noncompete provisions.

There are no other compensatory plans, employment contracts or change in control arrangements that would result in any payments to officers of SBKC or its subsidiaries as a result of resignation, retirement or any other termination of such individual’s employment with the Company or from a change in control of SBKC or its subsidiary banks.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers and persons who own more than ten percent of our stock to file with the Securities and Exchange Commission reports of ownership and changes in ownership of the common stock of SBKC held by such persons on Forms 3, 4 and 5. These persons are also required to furnish us with copies of all forms they file under this regulation.

To our knowledge, based solely on our review of copies of such forms received by us, and certain written representations from reporting persons that no other reports were required, we believe that during the year ended December 31, 2005, all Section 16(a) filing requirements applicable to our directors, officers and greater than ten percent beneficial owners were met on a timely basis with the following exceptions: Directors Beckham and Talton each filed one Form 4 late reporting one transaction; Director Timberlake filed four Form 4’s late reporting five transactions; and Director Walker filed three Form 4’s late reporting three transactions.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of SBKC has appointed the firm of McNair, McLemore, Middlebrooks & Co., LLP, Macon, Georgia, to continue as independent accountants of SBKC and its subsidiaries for the year ending December 31, 2006. McNair, McLemore, Middlebrooks & Co., LLP has served as independent accountants since our inception and we consider them to be well qualified. Representatives of the CPA firm will be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to answer your questions at that time.

During fiscal years 2004 and 2005, the Company retained its principal auditor, McNair, McLemore, Middlebrooks & Co., LLP, to provide services in the following categories and amounts:


	2004		2005
Audit Fees	$	277,343	$	379,662

Audit Related Fees		63,899		110,015

Tax fees		31,306		49,545

All other Fees		95,849		37,368


Total	$	468,397	$	576,590

All non-audit services are pre-approved by the Audit Committee.

CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There has been no Form 8-K filed within 24 months prior to the date of the most recent financial statements reporting a change of accountants or reporting disagreements on any matter of accounting principle, practice, financial statement disclosure or auditing scope or procedure.

SHAREHOLDER PROPOSALS FOR 2005 ANNUAL MEETING

We must receive shareholder proposals intended for presentment at our 2007 Annual Meeting of Shareholders by no later than November 27, 2006 in order to be included in our proxy statement and related proxy materials for that meeting. Any notice of a shareholder proposal not received by us on or before February 10, 2007 will not be considered timely and will not be submitted to shareholders at the 2007 Annual Meeting.

SHAREHOLDER COMMUNICATIONS TO THE BOARD OF DIRECTORS

Our Board of Directors directs all communications received by management from security holders of SBKC to be sent to the Chairman of the Audit Committee. The Chairman is then responsible to exercise his or her discretion whether to present the communications to the Board of Directors. Each Board member who receives communications directly from security holders exercises his or her own discretion on whether to present the communications to the Board of Directors.

The Company does not have a formal policy on director attendance at the Company’s annual meeting; however all directors are encouraged to attend. All of the Board of Directors attended last year’s annual meeting.

OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING

Our Board of Directors knows of no matters other than those referred to in the accompanying Notice of the Annual Meeting of Shareholders that may properly come before the Annual Meeting. However, if any other matter should be properly presented for consideration and voting at the Annual Meeting or any adjournments thereof, it is the intention of the persons named as proxies on the enclosed form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment of what is in the best interest of SBKC.

ANNUAL REPORT

A copy of our 2005 Annual Report on Form 10-K, which contains audited financial statements and footnote disclosures as filed with the Securities and Exchange Commission, is being mailed to each shareholder of record together with these proxy materials. The 2004 Annual Report is not a part of our soliciting materials.

ANY STOCKHOLDER WHO HAS NOT RECEIVED A COPY OF OUR MOST RECENT ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SHALL BE FURNISHED A COPY WITHOUT CHARGE UPON WRITTEN REQUEST. PLEASE DIRECT YOUR WRITTEN REQUEST TO: JAMES R. McLEMORE, SECURITY BANK CORPORATION, P. O. BOX 4748, MACON, GEORGIA 31208.

REVOCABLE PROXY

SECURITY BANK CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders and Proxy Statement and does hereby appoint Edward M. Beckham, Ben G. Porter and Larry C. Walker, and each of them with full powers of substitution, as proxies of the undersigned, to represent the undersigned and to vote all shares of SECURITY BANK CORPORATION (“SBKC”) common stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of SBKC, to be held at the Idle Hour Country Club, 251 Idle Hour Drive, Macon, Georgia at 6:00 p.m. on Tuesday, April 25, 2006, and at any adjournment thereof.

PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE

ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE

INTERNET OR BY TELEPHONE.

(Continued, and to be marked, dated and signed, on the other side)

ê FOLD AND DETACH HERE ê

SECURITY BANK CORPORATION – ANNUAL MEETING, APRIL 25, 2006

YOUR VOTE IS IMPORTANT!

You can vote in one of three ways:

1.	Call toll free 1-866-598-8913 on a Touch-Tone Phone. There is NO CHARGE to you for this call.

2.	Via the Internet at https://www.proxyvotenow.com/sbkc and follow the instructions.

3.	Mark, sign and date your proxy card and return it promptly in the enclosed envelope.

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

Annual Meeting of Shareholders

APRIL 25, 2006

Revocable Proxy

SECURITY BANK CORPORATION

Please mark as

indicated in this

example

For

Withhold All

For All Except

PROPOSAL I:

NOMINEES:

In their discretion, the Proxies are authorized to vote on such other business as may properly come before the Meeting or any adjournments. This Proxy may be revoked at any time prior to voting hereto.

(01) Frank H. Childs, Jr. (02) Robert T. Mullis

(03) T. Kevin Reece (04) H. Cullen Talton, Jr.

(05) Joe E. Timberlake, III

This Proxy, when properly executed, duly returned and not revoked, will be voted in accordance with the directions given by the undersigned shareholder. If no direction is made, it will be voted in favor of the Proposals listed on this Proxy.

INSTRUCTION: To withhold authority to vote for any nominee(s), mark “For All Except” and write that nominee(s’) name(s) or number(s) in the space provided below.

Mark here if you plan to attend the meeting

Mark here for address change and note change

Please be sure to date and sign

Date

Note: Joint owners should each sign. When signing as

this proxy card in the box below.

attorney, executor, administrator, trustee or guardian,

please give full title as such. If the signatory is a corporation,

sign the full corporate name by a duly authorized officer.

Sign above

X X X IF YOU WISH TO PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR INTERNET,

PLEASE READ THE INSTRUCTIONS BELOW X X X

é FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL é

PROXY VOTING INSTRUCTIONS

Stockholders of record have three ways to vote:

1.	By Mail; or

2.	By Telephone (using a Touch-Tone Phone); or

3.	By Internet.

A telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned this proxy. Please note telephone and Internet votes must be cast prior to 3 a.m., April 25, 2006. It is not necessary to return this proxy if you vote by telephone or Internet.

Vote by Telephone

Call Toll-Free on a Touch-Tone Phone anytime prior to

3 a.m., April 25, 2006:

1-866-598-8913

Vote by Internet

anytime prior to

3 a.m., April 25, 2006 go to

https://www.proxyvotenow.com/sbkc

Please note that the last vote received, whether by telephone, Internet or by mail, will be the vote counted.



		Your vote is important!