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  o

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oPreliminary Proxy Statement
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xDefinitive Proxy Statement
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oSoliciting Material Pursuant to §240.14a-12
 
 
Colony Bankcorp, Inc.
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 26, 2013
Dear Shareholder:
You are invited to attend our Annual Meeting of Shareholders to be held on May 28, 2013 in Fitzgerald, Georgia at the time and place shown in the attached notice.  As we do at the meeting every year, in addition to considering the matters described in the proxy statement, we will review our 2012 business results and other matters of interest to our shareholders.
We hope that you will attend the meeting in person, but even if you plan to attend, we encourage you to please vote your shares ahead of time by using the enclosed proxy card.  This will ensure that your Colony Bankcorp, Inc. 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 look forward to your participation in the annual meeting process.

Sincerely,
Edward P. Loomis, Jr.
President and
Chief Executive Officer
COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 28, 2013

To the shareholders of Colony Bankcorp, Inc.:
Notice is hereby given that the annual meeting of shareholders (the "annual meeting") of Colony Bankcorp, Inc. (the "Company") will be held at Colony Bankcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia on Tuesday, May 28, 2013 at 2:00 p.m., local time, for the following purposes:
(1)To elect 9 directors for a term of one (1) year;
(2)To solicit an advisory (non-binding) vote approving the Company’s executive compensation;
(3)To solicit an advisory (non-binding) vote on the frequency of shareholder advisory votes on executive compensation; and
(4)To transact any other business that may properly come before the annual meeting or any other adjournment or postponement thereof.
The close of business on April 15, 2013 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting.
Shareholders may receive more than one proxy because of shares registered in different names or addresses. Each such proxy should be marked, dated, signed and returned. Please check to be certain of the manner in which your shares are registered - whether individually, as joint tenants, or in a representative capacity - and sign the related proxy accordingly.
A complete list of shareholders entitled to vote at the annual meeting will be available for examination by any shareholder, for any purpose germane to the annual meeting, during normal business hours, for a period of at least 10 days prior to the annual meeting at the Company's corporate offices located at the address set forth above.
You are cordially invited to attend the annual meeting. Whether or not you plan to attend, please mark, date and sign the enclosed proxy and mail it promptly in the enclosed postage-paid envelope.  You may revoke your proxy at any time prior to its exercise by written notice to the Company prior to the meeting or by attending the meeting personally and voting.  Returning your proxy does not deprive you of your right to attend the annual meeting and vote your shares in person.
More detailed information regarding the matters to be acted upon at the special meeting is contained in the proxy statement accompanying this notice.

By Order of the Board of Directors
Edward P. Loomis, Jr.
President and
Fitzgerald, GeorgiaChief Executive Officer
April 26, 2013
COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS:
The undersigned hereby appoints B. Gene Waldron and Edward P. Loomis, Jr. and each of them, with full power of substitution, to represent and vote as designated herein at the annual meeting of shareholders of Colony Bankcorp, Inc. to be held Tuesday, May 28, 2013 at 2:00 p.m., local time, at Colony Bankcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia and at any adjournment or postponement thereof; with all the powers (other than the power to revoke the proxy or vote in a manner not authorized by the executed form of proxy) which the undersigned would have if personally present at such meeting, to act in their discretion upon any other matter or matters which may properly be brought before the meeting, and to appear and vote all the shares of common stock which the undersigned may be entitled to vote.
PROPOSAL 1: To elect the nine nominees listed below to serve as directors for the following year:
______  FOR all nominees listed below (except______ WITHHOLD AUTHORITY to
as marked to the contrary below). vote for all nominees listed below.
Scott L. DowningEdward P. Loomis, Jr.
M. Frederick Dwozan, Jr.Mark H. Massee
Edward J. HarrellJonathan W.R. Ross
Terry L. HesterB. Gene Waldron
Davis W. King, Sr.
INSTRUCTIONS:       To withhold authority to vote for any individual nominees, mark "FOR" above and write the names of such nominees for whom you wish to withhold authority in the space provided below:
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED “FOR” ALL NOMINEES LISTED ABOVE.
The Board of Directors recommends a vote FOR  the election of the above nominees to the Board of Directors.
PROPOSAL 2: To solicit an advisory (non-binding) vote approving the Company’s executive compensation, by approving the following resolution:
Resolved, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K located in the “Executive Compensation” section of the 2012 Proxy Statement and the accompanying executive compensation tables and narrative discussions is hereby APPROVED.
o   FORo   AGAINSTo   ABSTAIN
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED “FOR” APPROVING THE RESOLUTION SHOWN ABOVE.
 The Board of Directors recommends a vote FOR  approval of the compensation for the Company’s executives.
(Continued on Reverse Side)
PROPOSAL 3: To solicit an advisory (non-binding) vote on whether to solicit shareholder advisory votes on executive compensation every:
o   1 YEARo   2 YEARSo   3 YEARSo   ABSTAIN
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF THE “1 YEAR” SELECTION WAS CHOSEN ABOVE.
The Board of Directors recommends a vote FORthe option of “1 Year” for future advisory votes on executive compensation.
If other matters properly come before the meeting, the persons named herein as proxy shall have the discretionary authority to vote with respect to such matters after considering the recommendations of management.
The undersigned hereby acknowledges receipt of the annual report of the Company for the fiscal year ended December 31, 2012 and the notice of annual meeting and proxy statement of the Company for the above-mentioned annual meeting of shareholders.
Please sign below, date and return promptly in the enclosed, self-addressed stamped envelope. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, limited liability company or partnership, please sign in full entity name by president or other authorized person.
DATE: ___________________________, 2013

INDIVIDUALS:ENTITIES:
(Please Print)
Name (Please Print)
By:
SignatureSignature

Name of Joint Tenant or Tenant-In-Common,Position
if any (Please Print)

Signature of Joint Tenant or
Tenant-In-Common, if any
COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia  31750

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
May 28, 201327, 2014

This proxy statement is furnished to the shareholders of Colony Bankcorp, Inc. in connection with the solicitation of proxies by its Board of Directors to be voted at the 20132014 Annual Meeting of Shareholders and at any adjournments thereof (the “Annual Meeting”).  The Annual Meeting will be held on Tuesday, May 28, 2013,27, 2014, at Colony Bankcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia, at 2:00 p.m. local time.

The approximate date on which this proxy statement and the accompanying proxy card are first being sent or given to shareholders is April 26, 2013.2014.

As used in this proxy statement, the terms Colony Bankcorp, Company, Colony, we, our and us all refer to Colony Bankcorp, Inc. and its subsidiary.

Notice Regarding The Internet Availability Of Proxy Materials

We have posted materials related to the 20132014 annual meeting on the Internet.  The following materials are available on the Internet at http://materials.proxyvote.com/19623P:

§This proxy statement for the 20132014 annual meeting,
§Colony’s 20122013 annual report to shareholders, and
§Colony’s annual report on Form 10-K filed with the Securities and Exchange Commission.

VOTING

General

The securities which can be voted at the Annual Meeting consist of Colony Bankcorp’s $1.00 par value common stock (“Colony Bankcorp 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 Colony Bankcorp stock who are entitled to notice of and to vote at the Annual Meeting is April 15, 2013.2014.  On the record date, 8,439,258 shares of Colony Bankcorp stock were outstanding and eligible to be voted.
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Quorum and Vote Required

The presence, in person or by proxy, of a majority of the outstanding shares of Colony Bankcorp 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 nine directors (Proposal No. 1), 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 No. 1 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.  Any other matter which may be submitted to shareholders at the meeting will be determined by a majority of the votes cast at the meeting.  Votesmeeting, excluding abstentions, votes withheld, and broker non-votes, which will not be counted and will have no effect.

In voting on the proposal to approve the advisory (non-binding) vote on executive compensation (Proposal No. 2), you may vote for or against the proposal or abstain.  The proposal will be deemed approved if a majority of the votes cast at the meeting are voted for Proposal No. 2.  The vote is advisory,2, excluding abstentions, votes withheld, and broker non-votes, which will not be binding upon the directors.

In voting on the proposal to establish the frequency with which the Companycounted and will solicit advisory (non-binding) votes on executive compensation (Proposal No. 3), you may choose to have such votes solicited every “1 Year,” every “2 Years,” or every “3 Years” or you may abstain.  The shareholders will be deemed to have approved the selection that receives a majority of the votes cast at the meeting (or, if no majority, the plurality of the votes cast at the meeting).effect.  The vote is advisory, and will not be binding upon the directors.

In voting on the proposal to approve an amendment to the Company’s articles of incorporation (Proposal No. 3), you may vote for or against the proposal or abstain.  The proposal will be deemed approved if a majority of the votes cast at the meeting are voted for Proposal No. 3, excluding abstentions, votes withheld, and broker non-votes, which will not be counted and will have no effect.

As of March 15, 20132014 our directors and executive officers held 1,095,2081,133,448 shares of Colony Bankcorp stock, or approximately 12.98%13.43% of all outstanding stock, and we believe that all of those shares will be voted in favor of bothall 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.  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 our Secretary, Terry L. Hester, at 115 South Grant Street, Fitzgerald, Georgia 31750, by delivering a later dated proxy card, or by voting in person at the Annual Meeting.

All expenses incurred in connection with the solicitation of proxies will be paid by us.  Solicitation may take place by mail, telephone, telegram, or personal contact by our directors, officers, and regular employees of the Company without additional compensation.  The Annual Report of the Company for the year 2012,2013, which includes the Audited Consolidated Financial Statements and accompanying Notes and Managements’ Discussion and Analysis of Financial Condition and Results of Operations, accompanies this proxy statement.
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BUSINESS OF THE COMPANY

Colony Bankcorp, Inc. (the “Company”) is a Georgia business corporation which was incorporated on November 8, 1982.  The Company was organized for the purpose of operating as a bank-holding company under the Federal Bank-Holding Company Act of 1956, as amended, and the bank-holding company laws of Georgia.  On July 22, 1983, the Company, after obtaining the requisite regulatory approvals, acquired 100 percent of the issued and outstanding common stock of Colony Bank (formerly The Bank of Fitzgerald and Colony Bank of Fitzgerald), Fitzgerald, Georgia, through the merger of the Bank with a subsidiary of the Company which was created for the purpose of organizing the Bank into a one-bank holding company.  Since that time, Colony Bank has operated as a wholly-owned subsidiary of the Company.  The Company effected a merger of its subsidiary banks on August 1, 2008 into one surviving subsidiary bank, Colony Bank, while at the same time changing the name of the subsidiary bank, Colony Bank of Fitzgerald, to Colony Bank.

On April 30, 1984, the Company acquired 100 percent of the issued and outstanding common stock of Colony Bank Wilcox (formerly Pitts Banking Company and Community Bank of Wilcox), Pitts, Wilcox County, Georgia in an all stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Wilcox was merged into Colony Bank effective August 1, 2008.

On November 1, 1984, the Company acquired 100 percent of the issued and outstanding common stock of Colony Bank Ashburn (formerly Ashburn Bank), Ashburn, Turner County, Georgia for a combination of cash and interest-bearing promissory notes.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Ashburn was merged into Colony Bank effective August 1, 2008.

On September 30, 1985, the Company acquired 100 percent of the issued and outstanding common stock of Colony Bank of Dodge County (formerly The Bank of Dodge County), Eastman, Dodge County, Georgia in an all stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank of Dodge County was merged into Colony Bank effective August 1, 2008.

On July 31, 1991, the Company acquired 100 percent of the issued and outstanding common stock of Colony Bank Worth (formerly Worth Federal Savings and Loan Association and Bank of Worth), Sylvester, Worth County, Georgia in a cash and stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Worth was merged into Colony Bank effective August 1, 2008.

On November 8, 1996, the Company organized Colony Management Services, Inc. to provide support services to each subsidiary.  Services include loan and compliance review, internal auditing and data processing.  Colony Management Services, Inc. operated as a wholly-owned subsidiary of the Company until Colony Management Services, Inc. was merged into Colony Bank effective August 1, 2008.

On November 30, 1996, the Company acquired 100 percent of Colony Bank Southeast (formerly Broxton State Bank), Broxton, Coffee County, Georgia in an all stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Southeast was merged into Colony Bank effective August 1, 2008.
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On March 2, 2000, Colony Bank Ashburn purchased the capital stock of Colony Mortgage Corp (formerly Georgia First Mortgage Company) in a business combination accounted for as a purchase.  Colony Mortgage Corp is primarily engaged in residential real estate mortgage lending in the state of Georgia.  Colony Mortgage Corp operated as a subsidiary of Colony Bank effective with the August 1, 2008 merger until October 1, 2012 when the corporation was dissolved.

On March 29, 2002, the Company acquired 100 percent of Colony Bank Quitman, FSB (formerly Quitman Federal Savings Bank), Quitman, Brooks County, Georgia in a cash and stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Quitman, FSB was merged into Colony Bank effective August 1, 2008.

On March 19, 2004, Colony Bank Ashburn purchased Flag Bank – Thomaston Office in a business combination accounted for as a purchase.  Since the date of acquisition, the Thomaston office operated as a branch office of Colony Bank Ashburn until August 1, 2008 when it became a branch office of Colony Bank.

On June 17, 2004, Colony formed Colony Bankcorp Statutory Trust III for the purpose of establishing a special purpose entity to issue trust preferred securities.

On April 13, 2006, Colony formed Colony Bankcorp Capital Trust I for the purpose of establishing a special purpose entity to issue trust preferred securities.

On March 12, 2007, Colony formed Colony Bankcorp Capital Trust II for the purpose of establishing a special purpose entity to issue trust preferred securities.  Proceeds from this Trust were used to pay off trust preferred securities issued on March 26, 2002 through Colony Bankcorp Statutory Trust I.

On September 14, 2007, Colony formed Colony Bankcorp Capital Trust III for the purpose of establishing a special purpose entity to issue trust preferred securities.  Proceeds from this Trust were used to pay off trust preferred securities issued on December 19, 2002 through Colony Bankcorp Statutory Trust II.

Colony Bankcorp, Inc. is a bank holding company headquartered in Fitzgerald, Georgia that consists of one operating subsidiary, Colony Bank.  The Company conducts a general full service commercial, consumer and mortgage borrowing business through twenty-nine offices located in the central, south and coastal Georgia cities of Albany, Ashburn, Broxton, Centerville, Chester, Columbus, Cordele, Douglas, Eastman, Fitzgerald, Leesburg, Moultrie, Pitts, Quitman, Rochelle, Savannah, Soperton, Sylvester, Thomaston, Tifton, Valdosta and Warner Robins.

Because Colony Bankcorp, Inc. is a bank-holding company, its principal operations are conducted through its subsidiary bank.  It has 100% ownership of its subsidiary and maintains systems of financial, operational and administrative controls that permit centralized evaluation of the operations of the subsidiary bank in selected functional areas including operations, accounting, marketing, investment management, purchasing, human resources, computer services, auditing, compliance and credit review.
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Responsibility for management of the bank remains with its respective Board of Directors and officers.  Services rendered by the Company are intended to assist bank management and to expand the scope of available banking services.

Colony Bankcorp, Inc. common stock is quoted on the NASDAQ Global Market under the symbol “CBAN”.

EMPLOYEES

As of December 31, 2012,2013, Colony Bankcorp, Inc. and its subsidiaries employed 308311 full-time employees and 1917 part-time employees.

Proposal No. 1
Election of Directors

Our Board of Directors consists of nine members, seven of whom are non-employee directors.  The Company’s bylaws provide that the Board of Directors shall consist of not less than three nor more than twenty-five persons, with the exact number to be fixed and determined from time to time by resolution of the Board of Directors, or by resolution of the shareholders at any annual or special meeting of shareholders.

The Board of Directors has voted that the Board consist of nine members for the Company’s ensuing fiscal year.

The Nomination Committee, consisting of independent directors B. Gene Waldron, Jonathan W.R. Ross, Mark Massee and Jerry Harrell, recommended to the full Board a slate of directors for consideration in the shareholders proxy for the Annual Meeting.  The Board of Directors, based on the Nomination Committee recommendations, has nominated the following persons for submission to the shareholders for election for a one-year term expiring at the 20142015 annual meeting:

Scott L. DowningEdward P. Loomis, Jr.
M. Frederick Dwozan, Jr.Mark H. Massee
Edward J. HarrellJonathan W.R. Ross
Terry L. HesterB. Gene Waldron
Davis W. King, Sr.

Each of the nominees is currently a director.

The Board of Directors recommends that you vote “FOR” the proposal to elect the nine nominees names above.

Each of the nominees has consented to serve if elected.  If any nominee should be 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.

Information as of December 31, 20122013 about each of the nominees is set forth below.  Their ownership of Colony Bankcorp stock is set forth in the table on page fourteen.
thirteen.
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Directors and Nominees

Scott L. Downing.  Mr. Downing, age 41,42, is the President of SDI Investments.  Mr. Downing is very active in community affairs and is currently serving as Executive Director of Fitzgerald-Ben Hill Development Authority, Vice Chair ACCG for Economic Development, Ben Hill County Commissioner and Hospital Foundation Board Member.  He previously served as a Director of the Colony Bank Fitzgerald charter until the merger in 2008 and presently serves as an advisory board member of Colony Bank Fitzgerald office since 2008.  Mr. Downing has been a Director of Colony Bankcorp since January 2012.

The Board of Directors believes that Mr. Downing’s broad business background dealing with regulatory issues and bank board experience will provide invaluable expertise in oversight and setting policy for the company and makes him an excellent candidate for Director of the Company.

M. Frederick Dwozan, Jr.  Mr. Dwozan, age 63,64, is the President/CEO/Owner of Hospice Care Options, I.V. Care Options, D&B Homecare, and Prescription Shop.  These entities provide care to critically ill patients with home IV therapy, nutritional support, pain and disease management, hospice care, and medical equipment in 68 Georgia counties.  He previously served as a Director of Colony Bank Dodge until the merger in 2008 and presently serves as an advisory board member of Colony Bank Dodge office since 2008.  Mr. Dwozan has been a Director of Colony Bankcorp since January 2012.

The Board of Directors believes that Mr. Dwozan’s broad business and bank board experience will provide invaluable expertise in oversight and setting policy for the company and makes him an excellent candidate for Director of the Company.

Edward J. Harrell.  Mr. Harrell, age 68,69, is a Partner of the Macon law firm, Martin Snow, LLP where he has been affiliated the past forty-fourforty-five years.  Mr. Harrell has served as a Director of Colony Bank since the Company merger in August 2008.  Mr. Harrell has been a Director of Colony Bankcorp since December 2002 and has served as Vice Chairman of the Board sincefrom May 2008.2008 until June 2013.

The Board of Directors believes that Mr. Harrell’s legal expertise and his experience in the banking industry makes him an excellent candidate for Director of the Company.

Terry L. Hester.  Mr. Hester, age 58,59, has been Executive Vice President and Chief Financial Officer of Colony Bankcorp since June 1994 and Secretary of Colony Bankcorp since May 2003.  He also served as Acting President and Chief Executive Officer from June 1993 to June 1994 and has served as Treasurer since 1982.  Mr. Hester has served as a Director of Colony Bank since the Company merger in August 2008.  He previously served as a Director of Colony Bank Wilcox and Quitman charters until the merger in 2008 and presently serves as an advisory board member of Colony Bank Wilcox and Quitman offices since 2008.  Mr. Hester has been a Director of Colony Bankcorp since March 1990.

The Board of Directors believes that Mr. Hester’s experience as an accountant and his experience in the banking industry makes him an excellent candidate for Director of the Company.

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Davis W. King, Sr. Mr. King, age 67,68, is Chairman/President of King Enterprise and Associates, Inc. and has been involved in the operations and ownership of long term health care facilities for the past forty-fourforty-five years.  He served as assistant administrator of three facilities and administrator of Palmyra Nursing Home, Inc.  At present, Mr. King serves on the Georgia Health Care Association Owner-Operator Reimbursement and Legislative Committees.  He previously served as a Director of Colony Bank Worth until the merger in 2008 and presently serves as an advisory board member of Colony Bank Worth office since 2008.  Mr. King has been a Director of Colony Bankcorp since January 2012.

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The Board of Directors believes that Mr. King’s broad business background in the operation of nursing homes and dealing with nursing home regulatory issues and bank board experience will provide invaluable expertise in oversight and setting policy for the company and makes him an excellent candidate for Director of the Company.

Edward P. Loomis, Jr. Mr. Loomis, age 59,60, has served as President and Chief Executive Officer of the Company since May 2012.  Mr. Loomis is an experienced executive officer and has over thirty years of experience in the banking industry.  From 2005 to 2006, Mr. Loomis served as the Interim President and Chief Executive Officer of Rivoli Bank & Trust located in Macon, Georgia.  He served from 2008 to 2009 as the Chief Operating Officer of Atlantic Southern Bank located in Macon, Georgia.  From 2009 to 2011, Mr. Loomis served as Atlantic Southern Bank’s President and Chief Executive Officer.  Mr. Loomis has served as a Director of Colony Bank since May 2012.  Mr. Loomis has been a Director of Colony Bankcorp since May 2012.

The Board of Directors believes that Mr. Loomis’ background in executive leadership roles and his experience in the banking industry makes him an excellent candidate for Director of the Company.

Mark H. Massee.  Mr. Massee, age 59,60, is President of Massee Builders, Inc.  This commercial building construction firm has operated since 1978, of which, Mr. Massee has been affiliated the past thirty-fivethirty-six years.  Mr. Massee presently serves as Mayor of the City of Fitzgerald.  He has served as Director of Colony Bank since 1996.  Mr. Massee has been a Director of Colony Bankcorp since February 2007.2007 and has served as Vice Chairman of the Board since June 2013.

The Board of Directors believes that Mr. Massee’s experience in commercial real estate and management makes him an excellent candidate for Director of the Company.

Jonathan W.R. Ross.  Mr. Ross, age 49,50, is President of Ross Construction Company, a heavy highway commercial construction company that Mr. Ross has operated the past twelvethirteen years.  Mr. Ross has served as a Director of Colony Bank since the Company merger in August 2008.  He previously served as a Director of the Colony Bank Worth charter until the merger in 2008 and presently serves as an advisory board member of Colony Bank Sylvester office since 2008.  Mr. Ross has been a Director of Colony Bankcorp since May 2007.

The Board of Directors believes that Mr. Ross’ business and management experience makes him an excellent candidate for Director of the Company.

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B. Gene Waldron.  Mr. Waldron, age 53,54, is the Owner of Deep South Farm Center, LLC, President of Tri-County Gin, Inc., President of Deep South Peanut, Inc. and President of Waldron Enterprises, Inc.  He has been involved in agri-business the past thirty-threethirty-four years.  Mr. Waldron has served as a Director of Colony Bank since the company merger in August 2008.  He previously served as a Director and Chairman of the Board of the Colony Bank Southeast charter until the merger in 2008 and presently serves as an advisory board chairman of Colony Bank Douglas office since 2008.  Mr. Waldron has been a Director of Colony Bankcorp since April 2002 and has served as Chairman of the Board since January 2012.

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The Board of Directors believes that Mr. Waldron’s agri-business experience makes him an excellent candidate for Director of the Company.

Each director serves until the Annual Meeting following his election or until such later time as his successor is elected and qualifies or there is a decrease in the number of directors.

Executive Officers

James D. Minix, Edward P. Loomis, Jr., Terry L. Hester, Henry F. Brown, Jr., M. Eddie Hoyle, Jr. and Lee A. Northcutt were the named executive officers of Colony Bankcorp, Inc. during 2012.2013.  Messrs. Loomis and Hester were previously reported on as nominee for election as directors.

Mr. Minix served as Interim President and Chief Executive Officer from October 2011 until his retirement in May 2012.

Mr. Brown presently serves as Executive Vice President and Chief Credit Officer of the Company since December 2011.  He has served as Senior Credit Administrator and Regional Credit Officer since the Company merger in August 2008.  He served as Vice President from 2002 – 2008 overseeing loan review administration and has been employed with the Company since 1996.

Mr. Hoyle has served as Executive Vice President and West Regional Banking Executive Officer since June 2011.  He has been employed with the Company since February 2011.  Prior to joining the Company, Mr. Hoyle was employed by Habersham Bank for approximately 10 years and most recently served as Senior Vice President/Commercial Lending.  He has been in the banking industry since March 1979.

Mr. Northcutt has served as Executive Vice President and East Regional Banking Officer since December 2009.  He previously served as an executive officer with Farmers and Merchants Bank, Lakeland, Georgia from 2003 to December 2009 and as City President of Main Street Bank, Covington, Georgia from 2000 to 2003.  He has approximately thirty-fourthirty-five years banking background.

Messrs. Minix, Brown, Hoyle and Northcutt were employees during 2012.2013.  Pursuant to Securities and Exchange Commission executive compensation disclosure requirements, Messrs. Loomis, Minix, Hester, Brown, Hoyle and Northcutt are included in the Company’s 20122013 Summary Compensation Table.

Executive officers do not hold office for a fixed term but may be removed by the Board of Directors with or without cause.  TheOther than the employment agreement with the Company’s CEO, Mr. Loomis, the Company does not have any employment or change-in-control agreements with any of the other named executive officers.
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Governance of the Company

Our Board of Directors believes that the purpose of corporate governance is to ensure that shareholder value is maximized in a manner consistent with legal requirements and the highest standards of integrity.  Colony Bankcorp, through its Board of Directors and management, has long sought to meet the highest standards of corporate governance.  The Board has adopted and adheres to corporate governance guidelines which the Board and senior management believe promotes this purpose, are sound and represent best practices.  We continually review these governance practices, Georgia law (the state in which we are incorporated), the rules and listing standards of the NASDAQ Stock Market, and the Securities and Exchange Commission (“SEC”) regulations, as well as best practices suggested by recognized governance authorities.

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Currently, our Board of Directors has nine members, seven of whom meet the NASDAQ standard for independence.  Only independent directors serve on our Audit Committee, Governance Committee, Compensation Committee and Nomination Committee.

In January 2012June 2013 the Board of Directors appointedre-appointed B. Gene Waldron as Chairman.Chairman, a position Mr. Waldron has held since January 2012.  In this capacity Mr. Waldron has frequent contact with Mr. Loomis and other members of management on a broad range of matters and has additional corporate governance responsibilities for the Board.  The Board of Directors has determined that Mr. Waldron met the rules of NASDAQ standard for independence.

In assessing potential directors for our Board, we look for candidates who possess a wide range of experience, skills, areas of expertise, knowledge and business judgment.  A director candidate should also have demonstrated superior performance or accomplishments in his or her professional undertakings.

Our Board of Directors conducts regular meetings, generally on a monthly basis, and also conducts some of its business through the six committees described below.  Our Board of Directors met twelve times during the year and each director attended at least 75% of the meetings of the full Board and of the committee or committees on which he serves.

Leadership Structure of the Board

In accordance with the Company’s Bylaws, the Board of Directors elects our Chief Executive Officer and our Chairman, and each of these positions may be held by the same person or may be held by two persons.  Currently, B. Gene Waldron serves as both Chairman of the Company and the Bank and Edward P. Loomis, Jr. serves as both President and Chief Executive Officer of the Company and the Bank.  The Board of Directors believes that separating the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy and provides an effective leadership model for the Company.  In light of the active involvement by all independent directors, the Board of Directors has not specified a lead independent director at this time.  The Board of Directors believes that the current structure of the Board of Directors is appropriate to effectively manage the affairs of the Company and the best interests of the Company’s stockholders.
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Board’s Role in Risk Oversight

The Board of Directors is actively involved in oversight of risks that could affect the Company and the Bank.  This oversight is conducted primarily through committees of the Board, as disclosed in the descriptions of each of the committees below, but the full Board has retained responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company and the Bank.

Committees of the Board of Directors

The Executive Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Executive Committee is to conduct necessary business and make decisions on behalf of the full Board between regular Board meetings.  Mr. Harrell, Mr. Minix, Mr. Loomis, Mr. Waldron, Mr. Downing, Mr. Ross, and Mr. Massee were members of this committee during the year.  Mr. Minix served on the committee until his retirement in May 2012.  The committee met several times during the year.

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The Compensation Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Compensation Committee is to ensure that the Chief Executive Officer, other executive officers and key management of the Company are compensated effectively in a manner consistent with the compensation strategy of the Company, internal equity considerations, competitive practice, and any requirements of appropriate regulatory bodies, to establish guidelines and oversee the administration of executive compensation plans and arrangements as well as certain employee benefit plans and to recommend any changes to the Director’s compensation package.  The Compensation Committee does not use the services of a compensation consultant.  The Chief Executive Officer makes recommendations to the Compensation Committee on executive compensation except for his own compensation.  The Compensation Committee does not delegate its authority to other persons or groups.  Mr. Harrell, Mr. Waldron and Mr. Ross were members of this committee during the year.  As of December 31, 2012,2013, the members of the Compensation Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the rules of NASDAQ.  The committee met fourthree times during the year.  The Compensation Committee operates under the Corporate Governance Charter which was provided in the 2011 Proxy Statementattached as Exhibit B.  The Charter was not amended in 2012.2013.  The Corporate Governance Charter is not available on the Company’s website.

The Governance Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Governance Committee is to take a leadership role in shaping the corporate governance of the Company, to develop and recommend to the Board a set of corporate governance guidelines and to address committee structure and operations.  Mr. Harrell, Mr. Myler,Dwozan, Mr. DwozanRoss and Mr. Waldron were members of this committee during the year.  Mr. Myler served on this committee until his retirement in May 2012.  As of December 31, 20122013 the members of the Governance Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the rules of NASDAQ.  The committee met one time during the year.  The Corporate Governance Charter was provided in the 2011 Proxy Statementis attached as Exhibit B.  The Charter was not amended in 2012.2013.

The Asset-Liability Management Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Asset-Liability Management Committee is to monitor all aspects of the Company’s Asset/Liability Management functions as set forth in Colony Bankcorp, Inc. Asset/Liability Management Policy.  Mr. Hester, Mr. Dwozan, Mr. Roberts, Mr. MylerKing and Mr. Waldron were members of this committee during the year.  Messrs. Roberts and Myler served on this committee until their retirement in May 2012.  The committee met threefour times during the year.

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The Nomination Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Nomination Committee is to make recommendations to the Board on qualifications and selection criteria for Board members and review the qualifications of potential candidates for the Board and to make recommendations to the Board on nominees to be elected at the Annual Meeting of Stockholders.  Mr. Ross, Mr. Harrell, Mr. Waldron Mr. Roberts and Mr. Massee were members of this committee during the year.  Mr. Roberts served on this committee until May 2012 when he retired.   Each of the members of the Committee was deemed independent as defined in the listing standards of NASDAQ.  The Committee operates under the Corporate Governance Charter which was provided in the 2011 Proxy Statementattached as Exhibit B.  The Charter was not amended in 2012.2013.  The Charter is not currently available on the Company’s website.  The Committee 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 & Finance, a possible director-candidate must also meet the following criteria to be considered by the Nominating Committee:  independence; highest personal and professional ethics and integrity; willing to devote sufficient time to fulfilling 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 Committee does not currently have a policy with regard to the consideration of any director candidates recommended by shareholders.  The Board of Directors has determined such a policy has been unnecessary in the past and will charge the Nomination Committee to evaluate the appropriateness of developing such a policy in the coming year.  The committee met two timesone time during the year.

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The Audit Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the Company’s accounting and financial reporting processes and audits of the financial statements of the Company by monitoring the integrity of the Company’s financial statements, the independence and qualifications of its external auditor, the Company’s system of internal controls, the performance of the Company’s internal audit process and external auditor and the Company’s compliance with laws, regulations and the Directors and Senior Financial Officers Code of Ethical Conduct and the Code of Conduct.  Mr. Waldron, Mr. Massee, Mr. Downing, Mr. Myler, Mr. King and Mr. Ross were members of this committee during the year.  Mr. Myler served on the committee until his retirement in May 2012.  As of December 31, 2012,2013, the members of the Audit Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the Rules of NASDAQ.  The committee met twelve times during the year.

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Audit Committee Charter

The Board of Directors has adopted a written charter for the Audit Committee, a copy of which was provided in the 2011is attached to this Proxy Statement as Exhibit A.  The Charter is not available on the Company’s website.  The Board of Directors reviews and approves changes to the Audit Committee charter annually.  The Charter was not amended in 2012.2013.

Independence of Audit Committee Members

The Company’s Audit Committee is comprised of Mark H. Massee, B. Gene Waldron, Jonathan W.R. Ross, Scott L. Downing and Davis King, Sr.  Each of these members meets the requirements for independence as defined by the applicable listing standards of NASDAQ and SEC regulations applicable to listed companies.  In addition, the Board of Directors has determined that at least one member of the Audit Committee meets the rules of NASDAQ standard of having accounting or related financial management expertise.  Mr. Massee was elected the financially sophisticated individual on the Audit Committee in lieu of naming a “financial expert.”  Mr. Myler served in this capacity until his retirement in May 2012.expert”.

The Audit Committee does not include a financial expert as defined by the Sarbanes Oxley Act of 2002 and the Company has not named a financial expert because the Board of Directors has determined the financial acumen of each member of the Audit Committee to be very strong and capable of satisfactorily discharging their duties and responsibilities to the Board of Directors and the shareholders.

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Audit Committee Report

The Audit Committee reports as follows with respect to the audit of the Company’s 20122013 audited consolidated financial statements.

·The Committee has reviewed and discussed the Company’s 20122013 audited consolidated financial statements with the Company’s management;

·The Committee has discussed with the independent auditors, McNair, McLemore, Middlebrooks, & Co., LLC, the matters required to be discussed by SAS 61, which include, among other items, matters related to the conduct of the audit of the Company’s consolidated financial statements;

·The Committee has received written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Committee concerning independence and discussed with the auditors the auditors’ independence from the Company and its management; and
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·Based on review and discussions of the Company’s 20122013 audited consolidated financial statements with management and discussions with the independent auditors, the Audit Committee recommended to the Board of Directors that the Company’s 20122013 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

March 12, 201315, 2014AUDIT COMMITTEE:
B. Gene WaldronJonathan W.R. Ross
Scott L. DowningDavis King, Sr.
Mark H. Massee

Stock Ownership

Security Ownership of Certain Beneficial Owners

As of March 15, 2013,2014, the Company’s records and other information from outside sources indicated the following were beneficial owners of more than five percent of the outstanding shares of the Company’s common stock:
 Shares Beneficially  Percent of 
Name and Address Owned  Class  
Shares Beneficially
Owned
  
Percent of
Class
 
       
  
 
Robert Sidney Ross (1)  1,145,001   13.57%  1,145,001   13.57%
P.O. Box 644                
Ocilla, Georgia 31774                
                
B. Gene Waldron  604,484   7.16%  615,284   7.29%
P.O. Box 1265                
Douglas, Georgia 31534                
        
United States Department of the Treasury (2)  500,000   5.59%
1500 Pennsylvania Avenue, NW        
Washington, D.C.        
(1)
(1) Includes 905,420 shares held by Robert Sidney Ross; 99,771 shares held by Ross of Georgia, Inc.; and 139,302 shares held by family trusts and 508 shares held by spouse.  Mr. Ross disclaims beneficial ownership of those shares held by family trusts and held by spouse.

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(2) Includes warrants solely issued through the TARP CPP program by U.S. Treasury to purchase 500,000 shares of common stock.  The warrants have not been exercised as of March 15, 2013, however for purposes of this disclosure, the percentage ownership is calculated as if the 500,000 shares were issued on March 15, 2013.
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Directors and Executive Officers

The following table sets forth information as of March 15, 20132014 regarding the ownership of Colony Bankcorp stock by each Colony Bankcorp director (including nominees for director) and by the named executive officers of Colony Bankcorp and its subsidiaries, and by all directors and executive officers as a group.

  Shares Beneficially  Percent of 
Name Owned (1)  Class 
Scott L. Downing  9,308   0.11%
Director        
         
M. Frederick Dwozan, Jr  27,904   0.33%
Director        
         
Edward J. Harrell  33,349   0.40%
Director        
         
Terry L. Hester  127,106   1.51%
Director; Executive Officer        
         
Davis W. King, Sr.  22,815   0.27%
Director        
         
Edward P. Loomis, Jr.  14,986   0.18%
Director; Executive Officer        
         
Mark H. Massee  49,514   0.59%
Director        
         
Jonathan W.R. Ross  188,145   2.23%
Director        
         
B. Gene Waldron  604,484   7.16%
Director        
         
Henry F. Brown, Jr.  8,597   0.10%
Executive Officer        
         
M. Eddie Hoyle, Jr.  ---   --- 
Executive Officer        
         
Lee A. Northcutt  9,000   0.11%
Executive Officer        
         
All directors and executive officers        
as a group (12 persons)  1,095,208   12.98%
Name
 
Shares Beneficially
Owned (1)
  
Percent of
Class
 
Scott L. Downing
Director
  9,308   0.11%
 
        
M. Frederick Dwozan, Jr.
Director
  27,904   0.33%
 
        
Edward J. Harrell
Director
  33,349   0.40%
 
        
Terry L. Hester Director;
Executive Officer
  127,106   1.51%
 
        
Davis W. King, Sr.
Director
  22,815   0.27%
 
        
Edward P. Loomis, Jr.
Director; Executive Officer
  40,000   0.47%
 
        
Mark H. Massee
Director
  49,514   0.59%
 
        
Jonathan W.R. Ross
Director
  188,145   2.23%
 
        
B. Gene Waldron
Director
  615,284   7.29%
 
        
Henry F. Brown, Jr.
Executive Officer
  8,597   0.10%
 
        
M. Eddie Hoyle, Jr.
Executive Officer
  2,426   0.03%
 
        
Lee A. Northcut
Executive Officer
  9,000   0.11%
 
        
All directors and executive officers as a group (12 persons)  1,133,448   13.43%

(1)Includes shares owned by spouses and minor children of officers and directors, as well as shares owned by trusts or businesses in which officers and directors have a significant interest.  The information contained herein shall not be construed as an admission that any such person is, for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities not held of record by that person or entity.entity.
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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by cash of the named executive officers and of the next highest paid officer for the fiscal years ended December 31, 2013, 2012 2011 and 2010.  The2011.  Other than the employment agreement with the Company’s CEO, Mr. Loomis, the Company hasdoes not entered intohave any employment contractsor change-in-control agreements with any of the other named executive officers.

20122013 SUMMARY COMPENSATION TABLE

            Non-Equity       
         Stock  Incentive Plan  All Other    
Name and  Salary  Bonus  Awards  Compensation  Compensation  Total 
Principal PositionYear ($)  ($)  ($)(1)  ($)  ($)(2)  ($) 
Edward P. Loomis, Jr.2012 $146,057  $--  $--  $--  $8,011  $154,068 
President and Chief Executive                        
Officer of the Company                         
                          
James D. Minix2012 $108,365  $--  $--  $--  $8,358  $116,723 
Former President and Chief2011  40,519   --   --   --   24,397   64,916 
Executive Officer                         
of the Company                         
                          
Terry L. Hester2012 $177,750  $--  $--  $--  $17,306  $195,056 
Executive Vice President2011  177,750   --   --   --   17,331   195,081 
and Chief Financial2010  162,750   --   --   --   17,775   180,525 
Officer of the Company                         
                          
Henry F. Brown, Jr.2012 $114,615  $--  $--  $--  $168  $114,783 
Executive Vice President,2011  110,000   --   --   --   168   110,168 
Chief Credit Officer and2010  105,000   --   --   --   350   105,350 
Regional Credit Officer                         
                          
M. Eddie Hoyle, Jr.2012 $146,538  $--  $--  $--  $2,880  $149,418 
Executive Vice President2011  124,788   --   --   --   1,715   126,503 
and West Regional Executive                        
Banking Officer                         
                          
Lee A. Northcutt2012 $144,192  $--  $--  $--  $3,152  $147,344 
Executive Vice President2011  142,500   --   --   --   3,889   146,389 
and East Regional Executive2010  132,404   --   --   --   4,614   137,018 
Banking Officer                         
Name and
Principal Position
 Year 
Salary
($)
  
Bonus
($)
  
Stock
Awards
($)(1)
  
Non-Equity
Incentive Plan
Compensation
($)
  
All Other
Compensation
($)(2)
  
Total
($)
 
Edward P. Loomis, Jr.2013 $247,308  $--  $--  $--  $12,582  $259,890 
President and Chief Executive
Officer of the Company
2012 $146,057   --   --   --   8,011   154,068 
 
 
                        
Terry L. Hester2013 $184,335  $--  $--  $--  $14,545  $198,880 
Executive Vice President2012  177,750   --   --   --   17,306   195,056 
and Chief Financial
Officer of the Company
2011  177,750   --   --   --   17,331   195,081 
 
 
                        
Henry F. Brown, Jr.2013 $126,231  $--  $--  $--  $564  $126,795 
Executive Vice President,2012  114,615   --   --   --   168   114,783 
Chief Credit Officer and
Regional Credit Officer
2011  110,000   --   --   --   168   110,168 
 
 
                        
M. Eddie Hoyle, Jr.2013 $151,385  $--  $--  $--  $2,888  $154,273 
Executive Vice President2012  146,538   --   --   --   2,880   149,418 
and West Regional Executive
Banking Officer
2011  124,788   --   --   --   1,715   126,503 
 
 
                        
Lee A. Northcutt2013 $149,385  $--  $--  $--  $3,315  $152,700 
Executive Vice President2012  144,192   --   --   --   3,152   147,344 
and East Regional Executive
Banking Officer
2011  142,500   --   --   --   3,889   146,389 

(1)Amounts shown reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2012,2013, in accordance with stock grant awards pursuant to Colony Bankcorp, Inc.
2004 Restricted Stock Grant Plan.

(2)Amount shown reflects for each named officer:
·401(k) contributions allocated by the Company to each of the named executive officers pursuant toColonyto Colony Bankcorp, Inc. 401(k) Plan (see below for more fully described plan); and
·The value attributable to life insurance benefits, personal use of Company-provided automobiles, countryclubcountry club membership, director fees, and dividend income (see below for a more full description of benefitsunderbenefits under the heading “Perquisites and Other Benefits”).
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Long-Term Equity Stock Award

In 2004, the Board of Directors adopted and the shareholders approved the Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan.  The plan enables our Board of Directors, or a committee thereof, to grant up to 143,500 shares of Colony Bankcorp, Inc. common stock to key officers and employees of Colony Bankcorp, Inc. and our subsidiary.  The purpose of this plan is to attract, retain and develop strong management as the Company continues to expand, and to induce key individuals who render services that contribute materially to our success to remain with us for the long-term.  Shares granted vest over a three year period.  During the three year vesting period and under conditions set forth in Colony Bankcorp Inc.’s 2004 Restricted Stock Grant Plan, the shares are subject to forfeiture.  In the event of a change in control of the Company, as defined in the Plan, all unvested stock grants immediately become fully vested.

The Restricted Stock Grant Plan assists the Company to:
·enhance the link between the creation of stockholder value and long-term executive incentive compensation;
·provide an opportunity for increased equity ownership by executives; and
·maintain competitive levels of total compensation.

The Compensation Committee (the “Committee”) recommended for the Board of Director’s approval that no stock grant awards be awarded for fiscal year 2012.  Factors considered by the Committee in awarding stock grants were based on the overall performance of the Company.2013.  The primary focus of the Committee is to retain key individuals and to increase equity ownership by executives with the stock grant awards.  The compensation committee is motivated to keep our executive compensation packages competitive with peer companies.  The compensation committee reviews, at least annually, the peer company disclosures regarding executive compensation in order to ensure that our overall compensation package compares favorably.  One of the areas monitored is stock option plans or in our case a stock grant award plan.  The CEO works daily with executive officers and top level officers and offers his input each year as to recommendations for stock awards based on the executive officers and top level officers’ production and performance to the overall company strategy.  The recommendation is for named executives other than himself and the CFO.  Stock awards for the CEO and CFO are determined and set by the compensation committee, while awards for the other named executive officers and top level officers are considered upon the recommendation of the CEO.  The CEO makes no recommendations in regard to his compensation.  It was deemed prudent by the compensation committee to not grant any 20122013 stock grant awards.

Colony Bankcorp, Inc. 401(k) Plan

The Company has adopted a 401(k) Plan which provides for the Board of Directors to make a discretionary contribution to the 401(k) Plan out of profits in an amount not to exceed 10 percent of the total annual eligible compensation of the employees eligible to participate in the plan.  Employees are eligible for a Company contribution after completion of one year of service.  The contribution by the Company is allocated among the participants based on participant’s total eligible compensation.  The employee’s interest vests over a period of six years.

The Committee recommended that no contribution be made for fiscal year 2012.2013.  The Committee’s recommendation to not make a company contribution was based upon company earnings performance for 2012.
2013.
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Perquisites and Other Personal Benefits

The Company provides named executive officers with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions.  The Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers.

The named executive officers are provided use of company automobiles, membership in country clubs, term life insurance coverage and director fees as part of their perquisites and other benefits.  Detailed below is an analysis of 20122013 perquisites and other benefits for fiscal year ended December 31, 2012.2013.

Name 
Company
Vehicle
  
Term
Life
Insurance
  
Country
Club
Membership
  
Director
Fees
 
Edward P. Loomis, Jr. $198(1) $1,584(2) $--  $10,800 
Terry L. Hester  1,213(1)  1,032(2)  --   12,300 
Henry F. Brown, Jr.  --   564(2)  --   -- 
M. Eddie Hoyle, Jr.  1,856(1)  1,032(2)  --   -- 
Lee A. Northcutt  2,268(1)  1,047(2)  --   -- 
     Term  Country    
  Company  Life  Club  Director 
Name Vehicle  Insurance  Membership  Fees 
Edward P. Loomis, Jr. $1,109(1) $602(2) $--  $6,300 
James D. Minix  858(1)  --   --   7,500 
Terry L. Hester  674(1)  1,032(2)  --   15,600 
Henry F. Brown, Jr.  --   168(2)  --   -- 
M. Eddie Hoyle, Jr.  1,848(1)  1,032(2)  --   -- 
Lee A. Northcutt  2,600(1)  552(2)  --   -- 

(1)This represents dollar value as calculated in accordance with IRS guidelines on personal use of company automobile provided to named executive officers.

(2)This represents dollar value as calculated in accordance with IRS guidelines on term life insurance provided to named executive officers.

Perquisites and other personal benefits for fiscal year ended December 31, 20122013 are included in the All Other Compensation column (i) of the 20122013 Summary Compensation Table above.

The Committee takes into consideration the overall compensation package in making their decisions regarding the various elements of the package.  The Committee views the most significant elements of the compensation package to be base salary, performance-based cash incentive payout, stock grant awards and the profit sharing contribution.  Perquisites and other personal benefits are common place for executives in the banking industry and compare favorably to other peer companies.  The Committee determined that the Company’s executive compensation is competitive with the peer companies.
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20122013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

 Stock Awards 
Number of
Shares or
Units of
Stock That
Have Not
Vested
  
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
  
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
  
Equity Incentive
Equity IncentivePlan Awards:
Plan Awards:Market or
MarketNumber ofPayout Value
Number ofValue ofUnearnedof Unearned
Shares orShares orShares, UnitsShares, Units
Units ofUnits ofor Otheror Other
Stock ThatStock ThatRights ThatRights That
Have NotHave NotHave NotHave Not
VestedVestedVestedVested 
Name (#)   ($)  (#)   ($) 
Edward P. Loomis, Jr.  --  $--   --  $-- 
James D. Minix  --   --   --   -- 
Terry L. Hester  --   --   --   -- 
Henry F. Brown,  Jr.  --   --   --   -- 
M. Eddie Hoyle, Jr.  --   --   --   -- 
Lee A. Northcutt  --   --   --   -- 

The Company does not have a stock option plan, thus no disclosure for any option awards.

DIRECTOR COMPENSATION

The Company uses cash incentive compensation to attract and retain qualified candidates to serve on the Board.  In setting director compensation, the Company considers the significant amount of time that Directors expend in fulfilling their duties to the company as well as the skill-level required by the Company of members of the Board.

Cash Compensation Paid to Board Members

For fiscal year ended December 31, 2012,2013, members of the Board (except the Chairman) received $900 for each monthly board meeting attended ($800 each month not in attendance) and $200 monthly for each committee that the director serves.  The Chairman received $1,400 and the Vice-chairman received $950 for each monthly board meeting attended in addition to the monthly committee fees.  The Chairman and Vice-chairman receive $1,300 and $850, respectively, each month not in attendance.  Directors who are employees of the Company receive monthly board fees for various local advisory boards that they serve but do not receive any committee fees.
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20122013 DIRECTOR COMPENSATION TABLE

             Change       
             in Pension       
             Value and       
             Nonqualified       
 Fees Earned        Non-Equity  Deferred       
 or Paid  Stock  Option  Incentive Plan  Compensation  All Other    
 in Cash  Awards  Awards  Compensation  Earnings  Compensation  Total  
Fees Earned
or Paid
in Cash
  
Stock
Awards
  
Option
Awards
  
Non-Equity
Incentive Plan
Compensation
  
Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
  
All Other
Compensation
  Total 
Name ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($) 
L. Morris Downing, Jr. $2,600   --   --   --   --   --  $2,600 
Scott L. Downing  18,700   --   --   --   --   --   18,700   19,500   --   --   --   --   --   19,500 
M. Frederick Dwozan  20,600   --   --   --   --   --   20,600   22,800   --   --   --   --   --   22,800 
Edward J. Harrell  23,400   --   --   --   --   --   23,400   23,600   --   --   --   --   --   23,600 
Davis W. King, Sr.  19,900   --   --   --   --   --   19,900   20,200   --   --   --   --   --   20,200 
Charles E. Myler  11,500   --   --   --   --   --   11,500 
Mark H. Massee  26,800   --   --   --   --   --   26,800   28,050   --   --   --   --   --   28,050 
W.B. Roberts, Jr.  8,500   --   --   --   --   --   8,500 
Jonathan W.R. Ross  22,000   --   --   --   --   --   22,000   22,300   --   --   --   --   --   22,300 
B. Gene Waldron  40,000   --   --   --   --   --   40,000   40,800   --   --   --   --   --   40,800 

Subsidiary Director Compensation

Directors of the Company also receive compensation for attending local advisory board meetings as follows:

Directors who are not employees of Colony Bank receive $400 for each local advisory board meeting attended.

Colony Bank, wholly-owned subsidiary, has deferred compensation plans covering certain former directors and certain officers choosing to participate through individual deferred compensation contracts.  In accordance with terms of the contracts, the Bank is committed to pay the directors deferred compensation over a specified number of years, beginning at age 65.  In the event of a director’s death before age 65, payments are made to the director’s named beneficiary over a specified number of years, beginning on the first day of the month following the death of the director.

Liabilities accrued under the plans totaled $1,007,490$892,294 as of December 31, 2012.2013.  Benefit payments under the contracts were $203,904$188,240 in 2012.2013.  Provisions charged to operations totaled $82,250$75,777 while income recognized on plan assets was $175,302,$164,073, thus a net gain for calendar year 20122013 of $93,052.$88,296.  No current directors of Colony Bankcorp, Inc. or Colony Bank participate in the deferred compensation plans.

Transactions with the Company

Loans.  The Company’s directors and officers from time to time have borrowed funds from the Company’s subsidiary for various business and personal reasons.  Such loans are made in strict compliance with state and Federal statutes and regulations of the Federal Deposit Insurance Corporation and the Georgia Department of Banking and Finance.  Such loans were made in the ordinary course of business; were made on substantially the same terms, including interest rates and collateral, as were prevailing at the time for comparable transactions with persons not related to the lender; and did not involve more than normal risk of collectibility or present other unfavorable features.
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As of December 31, 2012,2013, certain officers, executive officers, directors, and companies in which they are an executive officer or partner or in which they have a 10% or more beneficial interest, were indebted to the bank in the aggregate amount of $4,776,492.$4,064,588.  Such loans were (1) made in the ordinary course of business; (2) were made on substantially the same terms, including interest rates and collateral, as were prevailing at the time for comparable transactions with other persons; and (3) did not involve more than normal risk of collectibility or present other unfavorable features.

The Company and its subsidiaries utilized the services of Martin Snow, LLP during 2012.2013.  Mr. Edward J. Harrell is a director of the Company and a partner in that law firm.

Legal Proceedings

There are no “material” pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company, to which the Company or its subsidiary is a party or of which any of their property is subject.  Material proceedings are defined as claims for damages where the amount involved, exclusive of interest and cost, exceeds ten percent of the current assets of the Company and its subsidiary on a consolidated basis.

During the previous ten (10) years, no director, person nominated to become a director, or executive officer of the Company was the subject of a legal proceeding that is material to an evaluation of the ability or integrity of any such person.

Shareholder Communication with the Board of Directors

Our Board of Directors does not have an established written policy or process fromfor security holders to send communications to the Board of Directors.  However, it has been the practice of the Company to direct any such communications to the Chairman of the Board, who would, in his or her discretion, discuss the communications with the Board at a regular Board meeting.  The Board has determined this policy and process to be satisfactory in allowing security holders to communicate directly with the Board of Directors.

The Company does not have a formal policy regarding director attendance at the Company’s Annual Meeting.  However, directors are encouraged to attend and all were in attendance at last year’s Annual Meeting.

Markets for the Registrant’s Common Stock and Related Stockholder Matters

Effective April 2, 1998, Colony Bankcorp, Inc. common stock is quoted on the NASDAQ Global Market under the symbol “CBAN”.  Prior to this date, there was no public market for the common stock of the registrant.

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The following table sets forth the high, low and close sale prices per share of the common stock as reported on the NASDAQ Global Market, and the dividends declared per share for the periods indicated.
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Year Ended December 31, 2012 High  Low  Close 
          
Fourth Quarter $4.50  $3.42  $3.60 
Third Quarter  5.48   3.22   3.68 
Second Quarter  8.06   3.70   4.73 
First Quarter  5.83   1.90   3.75 
Year Ended December 31, 2011 High  Low  Close 
             
Fourth Quarter $2.79  $1.99  $2.24 
Third Quarter  3.48   2.40   2.63 
Second Quarter  4.24   2.72   2.87 
First Quarter  4.50   4.01   4.15 
Year Ended December 31, 2013
 High  Low  Close 
 
 
  
  
 
Fourth Quarter $6.40  $5.81  $6.10 
Third Quarter  7.47   5.85   5.85 
Second Quarter  7.50   5.21   6.81 
First Quarter  5.95   3.55   5.45 
 
            
Year Ended December 31, 2012
 High  Low  Close 
 
            
Fourth Quarter $4.50  $3.42  $3.60 
Third Quarter  5.48   3.22   3.68 
Second Quarter  8.06   3.70   4.73 
First Quarter  5.83   1.90   3.75 
 
No cash dividends were paid on its common stock in 2012.2013.  The Company’s board of directors suspended the payment of dividends in the third quarter of 2009.  The par value of common stock is $1 per share.

As of December 31, 2012,2013, the Company had approximately 1,960 shareholders of record.

Compliance with Section 16(a) of the 1934 Act

Section 16(a) of the Securities Exchange Act of 1934 and regulations of the SEC require our executive officers and directors and persons who beneficially own more than ten percent of any class of our equity securities, as well as certain affiliates of such persons to file initial reports of ownership of any equity securities of Colony Bankcorp and subsequent reports of changes in ownership of such securities with the SEC.  Such persons also are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  Based solely on our review of the copies of such reports that we have received and written representation from such reporting persons that no other reports were required, we believe that, during the fiscal year ended December 31, 2012,2013, all Section 16(a) filing requirements applicable to our directors and executive officers were complied with in a timely manner.

Independent Public Accountants

The firm of McNair, McLemore, Middlebrooks & Co., LLC, Macon, Georgia, has served as our independent accountants each year since 1995, and we consider them to be well qualified.  Our Audit Committee has selected McNair, McLemore, Middlebrooks & Co., LLC, to serve as our independent accountants for the fiscal year ending December 31, 2012.2013.  Representatives of that firm will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so.  They will be available to answer your questions at that time.
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During fiscal years 20122013 and 2011,2012, the Company retained its principal auditor, McNair, McLemore, Middlebrooks & Co., LLC, to provide services in the following categories and amounts:

 2012  2011  2013  2012 
       
  
 
Audit Fees $233,332  $227,680  $209,782  $233,332 
Audit of Financial Statements                
Reporting to Audit Committee                
Review of Quarterly Financials                
Attestation on Internal Controls for FDICIA                
Review of SEC Filings                
                
Audit-related Fees $---  $---  $---  $--- 
                
Tax Fees  15,164  $55,283  $17,913  $15,164 
Preparation of federal and state consolidated returns                
Amended returns, property tax return, local returns                
Tax planning and advice                
IRS Examination and Appeal                
Claim for Refund                
                
All other Fees  1,017  $2,463  $---  $1,017 
Miscellaneous professional services                
                
Total $249,513  $285,426  $227,695  $249,513 

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

The Audit Committee has considered the provision of non-audit services by our principal accountants and has determined that the provision of such services were consistent with maintaining the independence of the Company’s principal accountants.

Financial Information Systems Design and Implementation Fees.  The Company did not retain its principal accountant to perform Financial Information Systems Design or Implementation services in fiscal year 2012.2013.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.  There was no accounting or disclosure disagreement or reportable event with the current auditors that would have required the filing of a report on Form 8-K.
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Proposal No. 2 – Non-Binding Advisory Vote On Executive Compensation

Section 14A(a)(1) of the Securities Exchange Act of 1934 requires the Company to permit a non-binding advisory vote (at least once every three years) on the compensation of its Named Executive Officers, as described and presented in the “Executive Compensation” section of this 20122013 Proxy Statement, and the accompanying tables and narrative disclosure.

This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse our executive compensation program and policies through the following resolution:

“Resolved, that the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K located in the “Executive Compensation”‘Executive Compensation’ section of the 20122013 Proxy Statement, and the accompanying executive compensation tables and narrative discussions is hereby APPROVED.”

Because your vote is advisory, it will not be binding upon the Board of Directors.  However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation.

The Board of Directors unanimously recommends a vote “FOR” this proposal.

Proposal No. 3 – Non-Binding Advisory Vote OnApproval of Amendment To The Frequency With Which The Company Should Solicit Non-Binding Advisory Votes On Executive CompensationCompany’s Articles of Incorporation

Section 14A(a)(2)On February 18, 2014, the Board of Directors unanimously voted to approve the following amendment to the Company’s articles of incorporation:

“In discharging their duties, and in determining what is believed to be in the best interests of Colony Bankcorp, Inc., the board of directors, committees of the Securities Exchange Actboard of 1934 requiresdirectors, and individual directors, in addition to considering the effects of any action on  Colony Bankcorp, Inc. or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of Colony Bankcorp, Inc. and its subsidiaries, the communities in which offices or other establishments of Colony Bankcorp, Inc. and its subsidiaries are located, and all other factors that such directors consider pertinent.  This paragraph grants solely discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.”

You are being asked to vote for or against the proposed amendment, or you may withhold your vote.

Believing that it is in the best long-term interest of the Company for the Board to permit a non-binding advisory vote (at least once every six years) onhave ample flexibility in managing the frequency with which to solicit non-binding advisory votesCompany and in making decisions on the Company’s executive compensation.

This proposal givesbehalf that may have wide-ranging repercussions on a number of various constituencies, the Board voted to approve this amendment to ensure that it is properly equipped with the tools to achieve those goals.  The Georgia legislature amended the Georgia Corporations Code in 1989 to add the above-quoted provision as an optional provision that a corporation may elect to include in its articles of incorporation, and the Board has determined to revise the Company’s shareholders the opportunityarticles of incorporation to recommend whetherinclude this provision.  The management of the Company should solicit non-binding advisory votesis conducted on a daily basis under the direction of the Chief Executive Officer (CEO) selected by the Board.  The Board and management agree that shareholder value is optimized by operating the Company in an ethical and forthright manner and by responsibility addressing the concerns of its various constituencies, which include the Company’s employees and customers, government officials, the Company’s suppliers, the communities the Company serves, and the public at large.  Board members oversee the management of the Company and advise and counsel the CEO and the executive compensation every one, two, or three years.  Shareholders may abstain from voting onmanagement team about policy matters, business affairs, and overall Company strategy.  The Board believes that amending the frequency with which such votes should be solicited.

Because your vote is advisory, itCompany’s articles of incorporation in the manner identified above will not be binding uponensure that the Board is able to manage the Company’s business with the highest standards of Directors.  However, the Compensation Committee will take into account the outcome of the vote when considering the frequencyethical conduct and in conformity with which to hold shareholder votes on executive compensation.applicable laws and regulations.

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The Board of Directors unanimously recommends a vote for the option of “EVERY ONE YEAR” for future advisory votes on executive compensation.
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“FOR” this proposal.

Shareholder Proposals for Next Year’s Meeting

Any shareholder proposal intended to be presented at the Company’s annual meeting of shareholders to be held in 2014,2015, including any proposal intended to be included in the Company’s proxy statement and form of proxy for that meeting, must be in writing and must be received by the Company, directed to the attention of the Corporate Secretary, not later than 5:00 p.m., Eastern Time, on December 27, 2013,2014, which is 120 calendar days before the anniversary of the mailing date of this year’s proxy materials.  Any such proposal must comply in all respects with the Company’s bylaws and with the rules and regulations of the SEC.  Upon timely receipt of any such proposal, the Company will determine whether to include it, if requested, in its proxy statement and proxy in accordance with applicable rules and regulations governing the solicitation of proxies.

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 Annual Meeting of Shareholders which 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 Colony Bankcorp’s best interest.

Annual Reports

Upon receipt of a written request, we will furnish, without charge, any owner of common stock of the Company a copy of its annual report as filed with the Securities and Exchange Commission on form 10-K (the “10-K”) for the fiscal year ended December 31, 2012,2013, including financial statements and the schedules thereto.  Copies of exhibits to the 10-K are also available upon specific request and payment of a reasonable charge for reproduction.  Such requests should be directed to the Secretary of the Company at the address indicated on the front of this proxy statement.
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Exhibit A
COLONY BANKCORP, INC.
AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee (the "Committee") is appointed by the Chairman of the Board of Directors (the  "Board")   of  the company,  subject  to election  by the full  Board,  to  assist  the Board  in fulfilling  its  oversight  responsibilities   for  the  company's  accounting  and  financial  reporting processes and audits of the financial statements of the company by monitoring (1) the integrity of the  company's  financial  statements,   (2) the  independence   and  qualifications   of  its  external auditor,  (3) the  company's  system  of  internal  controls,  (4) the  performance  of  the company's internal  audit  process  and  external   auditor,  and  (5) the  company's   compliance   with  laws, regulations  and  the Directors  and Senior  Financial  Officers  Code of  Ethical  Conduct  and the Code of Conduct. The Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the "Commission")  to be included in the company's annual meeting proxy statement.

AUTHORITY

The Committee has authority to conduct or authorize examinations into any matters within its scope of responsibility.  It has sole authority to (1) appoint, compensate, retain and directly oversee the work of the company's external auditor (subject to shareholder approval if applicable), (2) resolve any disagreements between management and the auditors regarding financial reporting, and (3) pre-approve all audit services and permitted non-audit services provided to the company by its external auditor.  It also has authority to:

·Retain outside advisors, including counsel, as it determines necessary to carry out its duties.

·Seek any information it requires from employees – all of whom are directed to cooperate with the Committee's requests – or external parties.

·Meet with company officers, external auditors, or outside counsel, as necessary.

·Review and approve all related-party transactions.

The company shall provide appropriate funding, As determined by the Committee, for payment of compensation to any registered public accounting firm engaged for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the company; for payment to any advisors employed by the Committee; and for payment of necessary administrative expenses of the Committee.
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COMPOSITION

The Committee will consist of at least three members of the board of directors.  The Board Chairman will appoint Committee members on the recommendation of the company's Governance, Compensation and Nominations Committee, subject to election by the full Board. The Committee members shall elect the Committee Chairman.  Committee members may be replaced by the Board.  Each Committee   member shall meet the NASDAQ independence definitions set forth in Rule 4200(a)(14) and in other applicable rules.   In addition,  Committee members must not receive any payment other than payment for board or Committee service, consistent with Section 1OA(m) of the Exchange Act and Rule 1OA-3 issued thereunder and must not be an affiliated person of the company or any subsidiary, consistent with Section 1OA(m) of the Exchange Act and Rule 1OA-3 issued thereunder.  Each Committee member must be able to read and understand financial statements.   At least one member must have past employment experience in finance or accounting, requisite professional certification in finance or accounting, or any other comparable experience or background which results in the individual's financial sophistication, including having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities.  Any member that satisfies the definition of audit committee financial expert under Item 401(h) of Regulation S-K or Item 401(e) of Regulation S-B is presumed to be financially sophisticated.  If no member of the Committee satisfies the definition of audit committee financial expert, the Committee shall direct the company to include appropriate disclosures in Commission filings as required by the Commission rules and regulations then in effect.

MEETINGS

The Committee will meet as often as it determines is appropriate, but not less frequently than quarterly.  All Committee members are expected to attend each meeting, in person or via telephone or video conference.  The Committee periodically will hold private meetings with management, the internal auditor and the external auditor. The Committee may invite any officer or employee of the company, the external auditor, the company's outside counsel, the Committee's counsel or others to attend meetings and provide pertinent information.  Meeting agendas will be prepared by the individual serving as chief audit executive (the "CAE") and provided in advance to members, along with appropriate briefing materials. Minutes will be kept by a member of the Committee or a person designated by the Committee.

RESPONSIBILITIES

The committee will carry out the following responsibilities:
·
Financial Statements
oReview and discuss with management and the external auditor significant accounting and financial reporting issues, including complex or unusual transactions and judgments concerning significant estimates or significant changes in the company's selection or application of accounting principles, and recent professional, accounting and regulatory pronouncements and initiatives, and understand their impact on the company's financial statements.

oReview with management and the external auditor the results of the audit,  including any difficulties encountered  in the course  of the audit work, any restrictions on  the scope of activities or access to requested information and any significant disagreements with management.

oReview and discuss with management and the external auditor  the annual  financial statements along with any off-balance sheet structures, including disclosures made in management's discussion and analysis, and recommend to the board of directors whether they should be included in the company's Form 10-K.
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oReview and discuss with management and the external auditor interim financial statements, including the results of  the  external auditor's review of the quarterly financial statements, before filing the company's Form I0-Q with the Commission or other applicable regulatory filings with regulators.

oReview disclosures made to the Committee by the company's CEO and CFO during their certification process for the Form 10-K and Forms I0-Q  about  any  significant deficiencies in the design or operation  of internal  controls or  material  weaknesses therein and any fraud involving management or other employees who have a significant role in the company's internal controls.

oAt least annually prior to the filing of the audit report with the Commission (and more frequently if appropriate), review and discuss reports from the external auditor on (I) all critical accounting policies and practices to be used, (2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditor and (3) other material written communications between the external auditor and management, such as any management letter or schedules of   unadjusted differences.

oReview with management and the external auditor all matters required to be communicated to the Committee under generally accepted auditing standards, including matters required to be discussed by Statement on Auditing Standards No. 61 relating to conduct of the audit.  No. 61 relating to conduct of the audit.

oDiscuss with management the company's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies.  Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).  The Committee does not need to discuss each release in advance.

oUnderstand how management prepares interim financial information and the nature and extent of internal and external auditor  involvement.
·
Internal Controls

oConsider the effectiveness of the company's internal control systems, including information technology security and control.

oUnderstand the scope of internal audit's and external auditor's reviews of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses.
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·
Internal Audit

oReview with management, the external auditor and the CAE the charter, plans, activities, staffing and organizational structure of the internal audit function, and any recommended changes thereto, as well as staff qualifications.

oReview significant reports to management prepared by internal audit and management's responses.

oEnsure there are no unjustified restrictions or limitations on the CAE's scope of activities or access to information, and review and concur in the appointment, replacement, or dismissal of the CAE.

oOn  a  regular  basis,  meet  separately  with  the  CAE  to discuss  any  matters  that  the Committee or internal audit believes should be discussed privately.

oRequire  the CAE to report,  functionally, to the Committee.

·
External Audit

oRequire the external auditor to report directly to the Committee.

oMeet with the external auditor to discuss the external auditor's proposed audit planning, scope, staffing and approach, including coordination of its effort with internal audit.

oObtain and review a report from the external auditor regarding its quality control procedures, and material issues raised by the most recent internal quality control review, or peer review, of the firm or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more of the independent audits carried out by the firm, and any steps taken to deal with any such issues and all relationships between the external auditor and the company.

oEvaluate, and present to the board of directors its conclusions, regarding the qualifications, performance and independence of the external auditor, including considering whether the auditor's quality controls are adequate and permitted non­ audit services are compatible with maintaining the auditor's independence, taking into account the opinions of management and the internal auditors.

oEnsure the rotation of the audit partners as required by law and consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the external audit firm on a regular basis.

oEstablish policies concerning the company's hiring of employees or former employees of the external auditor, as required by law and by applicable listing standards.

oOn a regular basis, meet separately with the external auditor to discuss any matters that the Committee or external auditor believes should be discussed privately.
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·
Compliance

oReview the effectiveness of the system for monitoring compliance with laws and regulations. The results of management's investigation and follow-up (including disciplinary action) of any instances of noncompliance should also be reviewed.

oObtain from the external auditor assurance that Section IOA(b) of the Securities and Exchange Act of 1934 has not been implicated (regards illegal acts and appropriate responses by company and external auditor).

oAdvise the board of directors with respect to the company's policies and procedures regarding compliance with applicable laws and regulations and with the Directors and Senior financial Officers Code of Ethical Conduct and the Code of Conduct, including review of the process for communicating these Codes to company personnel and for monitoring  compliance.

oEstablish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters and   the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

oReview and discuss with management and the external auditor any correspondence with, or the findings of any examinations by, regulatory agencies, published reports or auditor observations that raise significant issues regarding the company's financial statements or accounting policies.

oObtain regular updates from management and company counsel regarding compliance matters and legal matters that may have a significant impact on the financial statements or the company's compliance policies.

·
Reporting Responsibilities

oRegularly report to the board of directors about Committee activities, issues and related recommendations.

oProvide an open avenue of communication between internal audit, the external auditor and the board of directors.

oReview any other reports the company issues that relate to Committee responsibilities.
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·
Other Responsibilities

oPerform other activities related to this charter as requested by the board of directors.

oInstitute and oversee special investigations as needed.

oReview and assess the adequacy of the Committee charter, annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.

oAnnually review the Committee's own performance.
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Exhibit B
COLONY BANKCORP, INC.
GOVERNANCE, COMPENSATION, AND NOMINATION COMMITTEES CHARTER

COMPOSITION
The Chairman of the Board of Directors of Colony Bankcorp, Inc. (the "Board"), shall appoint annually Governance, Compensation, and Nomination Committees (the "Governance Committees"), each comprised of three or more Directors independent of management.  The appointments will be subject to election by the full Board.  One of the members of the Governance Committee shall be elected Chairman by the committee members.  The members of the Governance Committees shall meet the independence requirements of the Company's Corporate Governance Guidelines and the Rules of NASDAQ as approved by the Securities and Exchange Commission and as they may be amended from time to time.

AUTHORITY

The Governance Committees are granted the authority to perform the duties enumerated in this Charter and, upon the direction and approval of the Board, to investigate any human resources, board governance, or compensation activity of the Company.

RESPONSIBILITY

The Board delegates to the Governance Committees strategic and administrative responsibility on a broad range of issues as follows:  to ensure that the Chief Executive Officer (CEO), other executive officers, and key management of the Company are compensated effectively in a manner consistent with the compensation strategy of the Company, internal equity considerations,  competitive practice, and any requirements of appropriate regulatory bodies; to establish guidelines and oversee the administration of executive compensation plans and arrangements as well as certain employee benefit plans; to recommend to the Board changes in board composition, new candidates and changes to the Director's compensation package.  The Governance Committees are also responsible for taking a leadership role in shaping the corporate governance of the Company.

SPECIFIC DUTIES

The Nomination Committee shall be responsible for the following:

·Make recommendations to the Board with respect to the size and composition of the Board.

·Make recommendations to the Board on the minimum qualifications and standards for director nominees and the selection criteria for Board members and review the qualifications of potential candidates for the Board.

·Make recommendations to the Board on nominees to be elected at the Annual Meeting of Stockholders.

·Seek and identify a qualified director nominee, in the event that a director vacancy   occurs, to be recommended to the Board for either appointment by the Board to serve the remainder of the term of a director position that is vacant or election at the annual meeting of the stockholders.
·Adopt procedures, as needed, detailing the company's process for identifying and evaluating candidates to be nominated as directors.
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The Compensation Committee shall be responsible for the following:
·Duties with regard to Director Compensation:
oRecommend to the Board any changes to the director’s compensation package.
·Duties with regard to Executive Compensation:
oReview and approve the Company's stated compensation strategy to ensure that there is a strong link between the economic interests of management and shareholders, that management members are rewarded appropriately for their contributions to Company growth and profitability, and that the executive compensation strategy supports organization objectives and shareholder interests.

o
Review and approve the individual elements of total compensation for the CEO. This includes base salary, incentives, stock awards, benefits and perquisites. The Committee shall review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on that evaluation.
oReview and approve the individual elements of total compensation for Colony Bankcorp, Inc. executive management.  Review and approve general elements of total compensation for key management and other officers.
oReview and approve the design, performance measures, and award opportunities for the Company's executive compensation plans.
oReview and approve the terms and conditions of stock compensation and the number of shares reserved for stock grants and awards.
oOversee the administration and operation of the Cash Incentive Plan, Executive Stock Grant Plan, 401(k) Plan, and any other executive compensation plans and arrangements.
oCommunicate to shareholders the Company's compensation philosophy, policies, and practices as required by the Securities and Exchange Commission.
·Duties with regard to Employee Benefits:
oOversee the administration and operation of the 401(k) Plan, the Cash Incentive Bonus Plan, the Profit Sharing Compensation Plan, and other designated employee benefit plans.
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The Governance Committee shall be responsible for the following:

·The Governance Committee is responsible for taking a leadership role in shaping the corporate governance of the Company.
·The Governance Committee shall develop and recommend to the Board a set of corporate governance guidelines, and periodically review and reassess the adequacy of those guidelines and recommend any proposed changes to the Board for approval.

·The Governance Committee shall address committee structure and operations, committee reporting to the Board, committee member qualifications and committee member appointment and removal.

·The Governance Committee shall adopt a process whereby it receives comments from Directors and reports annually to the Board with an assessment of the Board's performance, to be discussed with the full board.

·The Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.  The Governance Committee shall annually review its own performance.

STAFF AND OTHER SUPPORT

Primary staff support for the Governance Committees shall be provided by Colony Management Services, Inc.  General Counsel of the Company shall assist on corporate governance matters. Further, the Governance Committees shall also have authority to obtain advice and assistance from internal or external sources, including accounting, audit, and other advisors.

MEETINGS

The Governance Committees shall meet quarterly or at other times as the Chairmen of the Governance Committees shall designate.  As necessary or desirable, the Chairmen of the Governance Committees may request that certain members of management be present at meetings of the Governance Committees.

REPORTS AND MINUTES

The Governance Committees shall report to the Board actions of each Committee at the next regularly scheduled meeting of the Board or, as required by the nature of its duties on its activities, and shall make recommendations to the Board as the Governance Committees decide are appropriate.  The Governance Committees shall keep minutes for each meeting.  The Governance Committees Chairmen shall review and approve the Governance Committees minutes, and they shall be filed with the Corporate Secretary for retention with the records of the Company.
32
Exhibit C
COLONY BANKCORP, INC. & SUBSIDIARIES
SELECTED FINANCIAL DATA

 
 2013  2012  2011  2010  2009 
Selected Balance Sheet Data: 
  
  
  
  
 
Total Assets $1,148,551  $1,139,397  $1,195,376  $1,275,658  $1,307,089 
Total Loans, Net of Unearned Interest and Fees  750,857   746,816   716,264   813,189   931,252 
Total Deposits  987,529   979,685   999,985   1,059,124   1,057,586 
Investment Securities  263,295   268,342   303,937   303,886   267,300 
Federal Home Loan Bank Stock  3,164   3,364   5,398   6,064   6,345 
Stockholders' Equity  89,954   95,759   96,613   92,959   89,275 
 
                    
Selected Income Statement Data:                    
Interest Income  45,186   47,289   51,793   58,738   65,847 
Interest Expense  7,497   11,016   16,806   21,523   26,281 
 
                    
Net Interest Income  37,689   36,273   34,987   37,215   39,566 
Provision for Loan Losses  4,485   6,785   8,250   13,350   43,445 
Other Income  8,377   9,733   9,951   10,006   9,544 
Other Expenses  34,617   35,379   33,051   33,856   34,844 
 
                    
Income (Loss) Before Tax  6,964   3,842   3,637   15   (29,179)
Income Tax Expense (Benefit)  2,335   1,201   1,104   (459)  (9,995)
 
                    
Net Income (Loss)  4,629   2,641   2,533   474   (19,184)
Preferred Stock Dividends  1,509   1,435   1,400   1,400   1,365 
 
                    
Net Income (Loss) Available to Common Stockholders $3,120  $1,206  $1,133  $(926) $(20,549)
 
                    
Weighted Average Common Shares Outstanding  8,439   8,439   8,439   8,149   7,213 
Shares Outstanding  8,439   8,439   8,439   8,443   7,229 
Intangible Assets $188  $224  $259  $295  $331 
Dividends Declared  --   --   --   --   1,057 
Average Assets  1,118,071   1,139,814   1,205,891   1,269,607   1,286,418 
Average Stockholders' Equity  93,358   96,541   94,737   94,452   105,655 
Net Charge-offs  5,416   9,698   20,880   16,471   29,060 
Reserve for Loan Losses  11,806   12,737   15,650   28,280   31,401 
OREO  15,502   15,941   20,445   20,208   19,705 
Nonperforming Loans  24,118   29,855   38,837   28,921   33,566 
Nonperforming Assets  39,620   46,162   59,708   49,262   53,403 
Average Interest-Earning Assets  1,048,185   1,066,333   1,132,523   1,199,216   1,218,153 
Noninterest Bearing Deposits  115,261   123,967   94,269   102,959   84,239 
  Year Ended December 31, 
  (Dollars in Thousands, except per share data) 
                
  2012  2011  2010  2009  2008 
Selected Balance Sheet Data:               
Total Assets $1,139,397  $1,195,376  $1,275,658  $1,307,089  $1,252,782 
Total Loans, Net of Unearned Interest and Fees  746,816   716,264   813,189   931,252   960,857 
Total Deposits  979,685   999,985   1,059,124   1,057,586   1,006,991 
Investment Securities  268,342   303,937   303,886   267,300   207,704 
Federal Home Loan Bank Stock  3,364   5,398   6,064   6,345   6,272 
Stockholders' Equity  95,759   96,613   92,959   89,275   83,215 
                     
Selected Income Statement Data:                    
Interest Income  47,289   51,793   58,738   65,847   75,297 
Interest Expense  11,016   16,806   21,523   26,281   37,922 
                     
Net Interest Income  36,273   34,987   37,215   39,566   37,375 
Provision for Loan Losses  6,785   8,250   13,350   43,445   12,938 
Other Income  9,733   9,951   10,006   9,544   9,005 
Other Expenses  35,379   33,051   33,856   34,844   30,856 
                     
Income (Loss) Before Tax  3,842   3,637   15   (29,179)  2,586 
Income Tax Expense (Benefit)  1,201   1,104   (459)  (9,995)  557 
                     
Net Income (Loss)  2,641   2,533   474   (19,184)  2,029 
Preferred Stock Dividends  1,435   1,400   1,400   1,365   -- 
                     
Net Income (Loss) Available to Common Stockholders
 $1,206  $1,133  $(926) $(20,549) $2,029 
                     
Weighted Average Common Shares Outstanding  8,439   8,439   8,149   7,213   7,199 
Shares Outstanding  8,439   8,439   8,443   7,229   7,212 
Intangible Assets $224  $259  $295  $331  $2,779 
Dividends Declared  --   --   --   1,057   2,814 
Average Assets  1,139,814   1,205,891   1,269,607   1,286,418   1,204,846 
Average Stockholders' Equity  96,541   94,737   94,452   105,655   84,372 
Net Charge-offs  9,698   20,880   16,471   29,060   11,435 
Reserve for Loan Losses  12,737   15,650   28,280   31,401   17,016 
OREO  15,941   20,445   20,208   19,705   12,812 
Nonperforming Loans  29,855   38,837   28,921   33,566   35,374 
Nonperforming Assets  46,162   59,708   49,262   53,403   48,186 
Average Interest-Earning Assets  1,066,333   1,132,523   1,199,216   1,218,153   1,144,927 
Noninterest Bearing Deposits  123,967   94,269   102,959   84,239   77,497 

33
25
COLONY BANKCORP, INC. & SUBSIDIARIES
SELECTED FINANCIAL DATA

 Year Ended December 31,  Year Ended December 31, 
 (Dollars in Thousands, except per share data)  (Dollars in Thousands, except per share data) 
                
  
  
  
  
 
 2012  2011  2010  2009  2008  2013  2012  2011  2010  2009 
PER SHARE DATA: (1)                
  
  
  
  
 
Net Income (Loss) Per Common Share (Diluted) $0.14  $0.13  $(0.11) $(2.85) $0.28  $0.37  $0.14  $0.13  $(0.11) $(2.85)
Common Book Value Per Share  8.05   8.17   7.75   8.57   11.54   7.34   8.05   8.17   7.75   8.57 
Tangible Common Book Value Per Share  8.02   8.14   7.72   8.52   11.15   7.32   8.02   8.14   7.72   8.52 
Dividends Per Common Share  0.00   0.00   0.00   0.15   0.39   0.00   0.00   0.00   0.00   0.15 
                                        
PROFITABILITY RATIOS:                                        
Net Income (Loss) to Average Assets  0.11%  0.09%  (0.07)%  (1.60)%  0.17%  0.28%  0.11%  0.09%  (0.07)%  (1.60)%
Net Income (Loss) to Average Stockholders' Equity  1.25   1.20   (0.98)  (19.45)  2.40%  3.34   1.25   1.20   (0.98)  (19.45)
Net Interest Margin  3.41   3.11   3.12   3.27   3.30%  3.61   3.41   3.11   3.12   3.27 
                                        
LOAN QUALITY RATIOS:                                        
Net Charge-offs to Total Loans  1.30%  2.92%  2.03%  3.12%  1.19%  0.72%  1.30%  2.92%  2.03%  3.12%
Reserve for Loan Losses to Total Loans and OREO
  1.67   2.12   3.39   3.30   1.75   1.54   1.67   2.12   3.39   3.30 
Nonperforming Assets to Total Loans and OREO
  6.05   8.10   5.91   5.62   4.95   5.17   6.05   8.10   5.91   5.62 
Reserve for Loan Losses to Nonperforming Loans
  42.66   40.30   97.78   93.55   48.10   48.95   42.66   40.30   97.78   93.55 
Reserve for Loan Losses to Total Nonperforming Assets
  27.59   26.21   57.41   58.80   35.31   29.80   27.59   26.21   57.41   58.80 
                                        
LIQUIDITY RATIOS:                                        
Loans to Total Deposits  76.23%  71.63%  76.78%  88.06%  95.42%  76.03%  76.23%  71.63%  76.78%  88.06%
Loans to Average Earning Assets  70.04   63.24   67.81   76.45   83.92   71.63   70.04   63.24   67.81   76.45 
Noninterest-Bearing Deposits to Total Deposits  12.65   9.43   9.72   7.97   7.70   11.67   12.65   9.43   9.72   7.97 
                                        
CAPITAL ADEQUACY RATIOS:                                        
Common Stockholders' Equity to Total Assets
  5.96%  5.77%  5.13%  4.74%  6.64%  5.39%  5.96%  5.77%  5.13%  4.74%
Total Stockholder's Equity to Total Assets  8.40   8.08   7.29   6.83   6.64   7.83   8.40   8.08   7.29   6.83 
Dividend Payout Ratio  0.00   0.00  NM(1) NM(1)  139.29   0.00   0.00   0.00  NM(1)  NM(1) 

(1) Not meaningful due to net loss recorded.
34
26

COLONY BANKCORP, INC. AND SUBSIDIARIES
QUARTERLY RESULTS OF OPERATIONS

 
 Three Months Ended 
 
 Dec. 31  Sept. 30  June 30  Mar. 31 
2013 ($ in thousands, except per share data) 
Interest Income $11.466  $11,260  $11,296  $11,164 
 
                
Interest Expense  1,772   1,766   1,841   2,118 
 
                
Net Interest Income  9,694   9,494   9,455   9,046 
 
                
Provision for Loan Losses  285   1,500   1,200   1,500 
 
                
Securities Gains (Losses)  (362)  --   6   (8)
 
                
Noninterest Income  2,380   2,109   2,034   2,218 
 
                
Noninterest Expense  8,998   8,488   8,739   8,392 
 
                
Income (Loss) Before Income Taxes  2,429   1,615   1,556   1,364 
 
                
Provision for Income Taxes (Benefits)  803   535   570   427 
 
                
Net Income (Loss)  1,626   1,080   986   937 
 
                
Preferred Stock Dividends  385   379   375   370 
 
                
Net Income (Loss) Available to Common Stockholders $1,241  $701  $611  $567 
 
                
Net Income (Loss) per Common Share                
Basic $0.15  $0.08  $0.07  $0.07 
Diluted  0.15   0.08   0.07   0.07 
 
                
 
 Three Months Ended 
 
 Dec. 31  Sept. 30  June 30  Mar. 31 
2012 ($ in thousands, except per share data) 
Interest Income $11,378  $11,748  $11,973  $12,191 
 
                
Interest Expense  2,302   2,526   2,882   3,307 
 
                
Net Interest Income  9,076   9,222   9,091   8,884 
 
                
Provision for Loan Losses  1,158   1,742   1,943   1,942 
 
                
Securities Gains (Losses)  770   1,187   743   137 
 
                
Noninterest Income  1,872   1,716   1,631   1,677 
 
                
Noninterest Expense  9,744   9,247   8,405   7,983 
 
                
Income (Loss) Before Income Taxes  816   1,136   1,117   773 
 
                
Provision for Income Taxes (Benefits)  248   364   357   232 
 
                
Net Income (Loss)  568   772   760   541 
 
                
Preferred Stock Dividends  365   361   357   352 
 
                
Net Income (Loss) Available to Common Stockholders $203  $411  $403  $189 
 
                
Net Income (Loss) per Common Share                
Basic $0.02  $0.05  $0.05  $0.02 
Diluted  0.02   0.05   0.05   0.02 
  Three Months Ended 
  Dec. 31  Sept. 30  June 30  Mar. 31 
2012 ($ in thousands, except per share data) 
Interest Income $11,378  $11,748  $11,973  $12,191 
                 
Interest Expense  2,302   2,526   2,882   3,307 
                 
Net Interest Income  9,076   9,222   9,091   8,884 
                 
Provision for Loan Losses  1,158   1,742   1,943   1,942 
                 
Securities Gains (Losses)  770   1,187   743   137 
                 
Noninterest Income  1,872   1,716   1,631   1,677 
                 
Noninterest Expense  9,744   9,247   8,405   7,983 
                 
Income (Loss) Before Income Taxes  816   1,136   1,117   773 
                 
Provision for Income Taxes (Benefits)  248   364   357   232 
                 
Net Income (Loss)  568   772   760   541 
                 
Preferred Stock Dividends  365   361   357   352 
                 
Net Income (Loss) Available to Common Stockholders
 $203  $411  $403  $189 
                 
Net Income (Loss) per Common Share                
Basic $ 0.02  $ 0.05  $ 0.05  $ 0.02 
Diluted   0.02    0.05    0.05    0.02 
  Three Months Ended 
  Dec. 31  Sept. 30  June 30  Mar. 31 
2011 ($ in thousands, except per share data) 
Interest Income $12,439  $12,732  $13,095  $13,527 
                 
Interest Expense  3,594   3,989   4,514   4,709 
                 
Net Interest Income  8,845   8,743   8,581   8,818 
                 
Provision for Loan Losses  2,250   2,250   2,250   1,500 
                 
Securities Gains (Losses)  979   813   736   396 
                 
Noninterest Income  1,774   1,610   1,935   1,708 
                 
Noninterest Expense  8,804   8,090   8,218   7,939 
                 
Income (Loss) Before Income Taxes  544   826   784   1,483 
                 
Provision for Income Taxes (Benefits)  164   268   245   427 
                 
Net Income (Loss)  380   558   539   1,056 
                 
Preferred Stock Dividends  350   350   350   350 
                 
Net Income (Loss) Available to Common Stockholders
 $30  $208  $189  $706 
                 
Net Income (Loss) per Common Share                
Basic $ 0.01  $ 0.02  $ 0.02  $ 0.08 
Diluted   0.01    0.02    0.02    0.08 

35
27
Exhibit B

D
COLONY BANKCORP, INC. AND SUBSIDIARIES
INTEREST RATE SENSITIVITY

The following table is an analysis of the Company’s interest rate-sensitivity position at December 31, 2012.2013.  The interest-bearing rate-sensitivity gap, which is the difference between interest-earning assets and interest-bearing liabilities by repricing period, is based upon maturity or first repricing opportunity, along with a cumulative interest rate-sensitivity gap.  It is important to note that the table indicates a position at a specific point in time and may not be reflective of positions at other times during the year or in subsequent periods.  Major changes in the gap position can be, and are, made promptly as market outlooks change.

 
 Assets and Liabilities Repricing Within 
 
 
 
3 Months
or Less
  
4 to 12
Months
  1 Year  
1 to 5
Years
  
Over 5
Years
  Total 
 
 
  
  
  
  
  
 
EARNING ASSETS: 
  
  
  
  
  
 
Interest-Bearing Deposits $21,960  $---  $21,960   ---   ---  $21,960 
Federal Funds Sold  20,495   ---   20,495   ---   ---   20,495 
Investment Securities  ---   274   274   62,135   200,886   263,295 
Loans, Net of Unearned Income  185,440   134,983   320,423   363,568   66,867   750,858 
Other Interest-Bearing Assets  3,164   ---   3,164   ---   ---   3,164 
 
                        
Total Interest-Earning Assets  231,059   135,257   366,316   425,703   267,753   1,059,772 
 
                        
INTEREST-BEARING LIABILITIES:                        
Interest-Bearing Demand Deposits (1)  357,291   ---   357,291   ---   ---   357,291 
Savings (1)  54,095   ---   54,095   ---   ---   54,095 
Time Deposits  88,730   234,241   322,971   137,606   306   460,883 
Other Borrowings (2)  ---   ---   ---   9,000   31,000   40,000 
Subordinated Debentures  24,229   ---   24,229   ---   ---   24,229 
 
                        
Total Interest-Bearing Liabilities  524,345   234,241   758,586   146,606   31,306   936,498 
 
                        
Interest Rate-Sensitivity Gap  (293,286)  (98,984)  (392,270)  279,097   236,447   123,274 
 
                        
Cumulative Interest-Sensitivity Gap $(293,286) $(392,270) $(392,270) $(113,173) $123,274.     
 
                        
Interest Rate-Sensivitiy Gap as a Percentage of Interest-Earning Assets  (27.67)%  (9.34)%  (37.01)%  26.34%  22.31%    
 
                        
Cumulative Interest Rate-Sensitivity as as a Percentage of Interest-Earning Assets  (27.67)%  (37.01)%  (37.01)%  (10.68)%  11.63%    
  Assets and Liabilities Repricing Within 
                   
  3 Months  4 to 12     1 to 5  Over 5    
  or Less  Months  1 Year  Years  Years  Total 
                   
EARNING ASSETS:                  
Interest-Bearing Deposits $21,795  $---  $21,795  $---   ---  $21,795 
Federal Funds Sold  20,002   ---   20,002   ---   ---   20,002 
Investment Securities  126   ---   126   132,553   135,663   268,342 
Loans, Net of Unearned Income  219,181   143,450   362,631   341,974   42,211   746,816 
Other Interest-Bearing Assets  3,364   ---   3,364   ---   ---   3,364 
                         
Total Interest-Earning Assets  264,468   143,450   407,918   474,527   177,874   1,060,319 
                         
INTEREST-BEARING LIABILITIES:                        
Interest-Bearing Demand Deposits (1)  314,031   ---   314,031   ---   ---   314,031 
Savings (1)  48,778   ---   48,778   ---   ---   48,778 
Time Deposits  131,397   257,087   388,484   104,395   31   492,910 
Other Borrowings (2)  ---   ---   ---   9,000   26,000   35,000 
Subordinated Debentures  24,229   ---   24,229   ---   ---   24,229 
                         
Total Interest-Bearing Liabilities  518,435   257,087   775,522   113,395   26,031   914,948 
                         
Interest Rate-Sensitivity Gap  (253,967)  (113,637)  (367,604)  361,132   151,843   145,371 
                         
Cumulative Interest-Sensitivity Gap $(253,967) $(367,604) $(367,604) $(6,472) $145,371     
                         
Interest Rate-Sensivitiy Gap as a Percentage of Interest-Earning Assets
  (23.95)%  (10.72)%  (34.67)%  34.06%  14.32%    
                         
Cumulative Interest Rate-Sensitivity as as a Percentage of Interest-Earning Assets
  (23.95)%  (34.67)%  (34.67)%  (0.61)%  13.71%    

(1)Interest-bearing Demand and Savings Accounts for repricing purposes are considered to reprice within 3 months or  less.
(2)Short-term borrowings for repricing purposes are considered to reprice within 3 months or less.

(1)  Interest-bearing Demand36
April 26, 2014
Dear Shareholder:

You are invited to attend our Annual Meeting of Shareholders to be held on May 27, 2014 in Fitzgerald, Georgia at the time and Savings Accountsplace shown in the attached notice.  As we do at the meeting every year, in addition to considering the matters described in the proxy statement, we will review our 2013 business results and other matters of interest to our shareholders.

We hope that you will attend the meeting in person, but even if you plan to attend, we encourage you to please vote your shares ahead of time by using the enclosed proxy card.  This will ensure that your Colony Bankcorp, Inc. 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 look forward to your participation in the annual meeting process.

Sincerely,
Edward P. Loomis, Jr.
President and
Chief Executive Officer

COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 27, 2014

To the shareholders of Colony Bankcorp, Inc.:

Notice is hereby given that the annual meeting of shareholders (the "annual meeting") of Colony Bankcorp, Inc. (the "Company") will be held at Colony Bankcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia on Tuesday, May 27, 2014 at 2:00 p.m., local time, for repricing purposes are considered to reprice within 3 months or  less.the following purposes:
(2)  Short-term borrowings for repricing purposes are considered to reprice within 3 months or less.
(1)To elect 9 directors for a term of one (1) year;
(2)To solicit an advisory (non-binding) vote approving the Company’s executive compensation;
(3)To approve an amendment to the Company’s articles of incorporation;
(4)To transact any other business that may properly come before the annual meeting or any other adjournment or postponement thereof.
 
The close of business on April 15, 2014 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting.
28
Shareholders may receive more than one proxy because of shares registered in different names or addresses. Each such proxy should be marked, dated, signed and returned. Please check to be certain of the manner in which your shares are registered - whether individually, as joint tenants, or in a representative capacity - and sign the related proxy accordingly.

A complete list of shareholders entitled to vote at the annual meeting will be available for examination by any shareholder, for any purpose germane to the annual meeting, during normal business hours, for a period of at least 10 days prior to the annual meeting at the Company's corporate offices located at the address set forth above.

You are cordially invited to attend the annual meeting. Whether or not you plan to attend, please mark, date and sign the enclosed proxy and mail it promptly in the enclosed postage-paid envelope.  You may revoke your proxy at any time prior to its exercise by written notice to the Company prior to the meeting or by attending the meeting personally and voting.  Returning your proxy does not deprive you of your right to attend the annual meeting and vote your shares in person.

More detailed information regarding the matters to be acted upon at the special meeting is contained in the proxy statement accompanying this notice.

By Order of the Board of Directors
Edward P. Loomis, Jr.
President and
Fitzgerald, GeorgiaChief Executive Officer
April 26, 2014

COLONY BANKCORP, INC.
Post Office Box 989
115 South Grant Street
Fitzgerald, Georgia 31750

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS:

The undersigned hereby appoints B. Gene Waldron and Edward P. Loomis, Jr. and each of them, with full power of substitution, to represent and vote as designated herein at the annual meeting of shareholders of Colony Bankcorp, Inc. to be held Tuesday, May 27, 2014 at 2:00 p.m., local time, at Colony Bankcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia and at any adjournment or postponement thereof; with all the powers (other than the power to revoke the proxy or vote in a manner not authorized by the executed form of proxy) which the undersigned would have if personally present at such meeting, to act in their discretion upon any other matter or matters which may properly be brought before the meeting, and to appear and vote all the shares of common stock which the undersigned may be entitled to vote.

PROPOSAL 1: To elect the nine nominees listed below to serve as directors for the following year:
oFOR all nominees listed below (except as marked to the contrary below).oWITHHOLD AUTHORITY to vote for all nominees listed below.
Scott L. DowningEdward P. Loomis, Jr.
M. Frederick Dwozan, Jr.Mark H. Massee
Edward J. HarrellJonathan W.R. Ross
Terry L. HesterB. Gene Waldron
Davis W. King, Sr.
INSTRUCTIONS:       To withhold authority to vote for any individual nominees, mark "FOR" above and write the names of such nominees for whom you wish to withhold authority in the space provided below:
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED “FOR” ALL NOMINEES LISTED ABOVE.

The Board of Directors recommends a vote FOR the election of the above nominees to the Board of Directors.

PROPOSAL 2: To solicit an advisory (non-binding) vote approving the Company’s executive compensation, by approving the following resolution:

“Resolved, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K located in the ‘Executive Compensation’ section of the 2013 Proxy Statement and the accompanying executive compensation tables and narrative discussions is hereby APPROVED.”

o FOR
o AGAINST
o ABSTAIN

UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED “FOR” APPROVING THE RESOLUTION SHOWN ABOVE.

The Board of Directors recommends a vote FOR  approval of the compensation for the Company’s executives.
(Continued on Reverse Side)
PROPOSAL 3: To approve the following amendment to the Company’s articles of incorporation:

“In discharging their duties, and in determining what is believed to be in the best interests of Colony Bankcorp, Inc., the board of directors, committees of the board of directors, and individual directors, in addition to considering the effects of any action on Colony Bankcorp, Inc. or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of Colony Bankcorp, Inc. and its subsidiaries, the communities in which offices or other establishments of Colony Bankcorp, Inc. and its subsidiaries are located, and all other factors that such directors consider pertinent. This paragraph grants solely discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.”
o FOR
o AGAINST
o ABSTAIN
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED “FOR” APPROVING THE AMENDMENT SHOWN ABOVE.

The Board of Directors recommends a vote FOR approval of the amendment to the Company’s articles of incorporation.

If other matters properly come before the meeting, the persons named herein as proxy shall have the discretionary authority to vote with respect to such matters after considering the recommendations of management.

The undersigned hereby acknowledges receipt of the annual report of the Company for the fiscal year ended December 31, 2013 and the notice of annual meeting and proxy statement of the Company for the above-mentioned annual meeting of shareholders.

Please sign below, date and return promptly in the enclosed, self-addressed stamped envelope. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, limited liability company or partnership, please sign in full entity name by president or other authorized person.

DATE: ___________________________, 2014
INDIVIDUALS:ENTITIES:
(Please Print)
Name (Please Print)
By:
SignatureSignature
Name of Joint Tenant or Tenant-In-Common,Position
if any (Please Print)
Signature of Joint Tenant or
Tenant-In-Common, if any