AGREEMENT AND PLAN OF REORGANIZATION



         THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and

entered into as of this 30th day of May, 2003, by and between CUMBERLAND

NATIONAL BANK, a national banking association (hereinafter "Cumberland"),

COMMUNITY NATIONAL BANCORPORATION, a Georgia corporation (hereinafter

"Community"), THE HERITAGE BANK, a Georgia banking corporation (hereinafter

"Heritage"), and LIBERTY SHARES, INC., a Georgia corporation (hereinafter

"Liberty").





                                R E C I T A L S:



         WHEREAS, the respective boards of directors of Cumberland, Community,

Heritage and Liberty deem it advisable and in the best interests of each such

entity and their respective shareholders that Cumberland merge with Heritage

(the "Merger"), with Heritage being the surviving bank and with all of the

issued and outstanding shares of common stock, $5.00 par value per share, of

Cumberland ("Cumberland Stock") being surrendered to Heritage in exchange for

the Aggregate Offering Price (as defined below in Section 2.2), all upon the

terms and conditions hereinafter set forth and as set forth in the Agreement and

Plan of Merger attached hereto as Exhibit A and incorporated herein by reference

(the "Merger Agreement");



         NOW, THEREFORE, for and in consideration of the premises and the mutual

covenants and agreements herein contained, and other good and valuable

consideration, the receipt and adequacy of which as legally sufficient

consideration are hereby acknowledged, the parties hereto agree as follows:



                                    ARTICLE I



                                     CLOSING



         The transactions contemplated herein shall be consummated (the

"Closing") at the offices of Powell, Goldstein, Frazer & Murphy LLP 191

Peachtree Street, NE, 16th Floor, Atlanta, Georgia, on the third business day

following receipt of all approvals from governmental authorities having

jurisdiction over the transactions contemplated by this Agreement and the Merger

Agreement, and the expiration of any waiting or similar period required by

applicable law (the "Closing Date"), or at such other time and place as may be

mutually satisfactory to the parties hereto.



                                   ARTICLE II



                                     MERGER



         2.1      MERGER OF CUMBERLAND WITH AND INTO HERITAGE. (a) Upon the

terms and subject to the conditions of this Agreement and in consideration of

the Aggregate Offering





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Price (as defined in Section 2.2), to be paid by Heritage to Community at the

Closing, on the Effective Date Cumberland and Heritage shall be merged in

accordance with and in the manner set forth in the Merger Agreement. The

surviving bank following the Merger will operate under the Articles of

Incorporation of Heritage and Liberty will continue to be the parent holding

company of Heritage.



                  (b)      Notwithstanding Section 2.1(a), or any other

provisions or recital of this Agreement or the Merger Agreement, the parties

agree that, upon the advice of counsel of Heritage and Liberty, the manner of

effecting or carrying out the transactions contemplated by this Agreement and

the Merger Agreement may, for tax or regulatory purposes, be changed, altered,

or amended in writing at any time before Closing, and that Cumberland and

Community each agree to fully cooperate with any reasonable request of Heritage

and Liberty in furtherance of any such change, alteration, or amendment.



         2.2      ADJUSTMENT TO AGGREGATE OFFERING PRICE. (a) The aggregate

consideration for the Merger shall be $3,400,000 (the "Aggregate Offering

Price"), subject to adjustment as hereinafter provided. The Aggregate Offering

Price shall be due and payable in immediately available funds on the Closing

Date.



                  (b)      If the total shareholders' equity shown on the

Closing Financial Statements (as defined in Section 3.12) of Cumberland is less

than its total shareholders' equity as of March 31, 2003 (the "First Quarter

Equity Amount"), as reported in the Cumberland Financial Statements (as defined

in Section 4.2.6), by more than $235,000, then the Aggregate Offering Price

shall be reduced, dollar for dollar, in the amount equal to the difference

between (i) the First Quarter Equity Amount, less $235,000, and (ii) the amount

of total shareholders' equity set forth in the Closing Financial Statements.



                  (c)      The Closing Financial Statements shall become final

upon all parties to this Agreement in the event Liberty and Heritage,

individually or collectively, do not give Community written notice at Closing of

any disagreement with the Closing Financial Statements (a "Notice of

Disagreement"). In the event Liberty or Heritage provides a Notice of

Disagreement to Community as permitted in this Section 2.2, the parties agree to

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