EXHIBIT 99.2

                                 REVOCABLE PROXY

                             UPSON BANKSHARES, INC.
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints Daniel W. Brinks and Robert P. Cravey,
as Proxies, each with the power to appoint his substitute, and hereby authorizes
either one or both of them to represent and to vote, as designated below, all of
the shares of common stock of Upson Bankshares, Inc. ("Upson"), held of record
by the undersigned on _____________, 2004, at the special meeting of Upson
shareholders to be held at ____ __.m., local time, on ____________, 2004, at
____________________________, Georgia.

         1.       PROPOSAL TO: Approve the Agreement and Plan of Merger, dated
as of November 24, 2003 (the "Merger Agreement"), by and between Upson and First
Polk Bankshares, Inc. and Upson as described in that certain joint proxy
statement/prospectus dated __________ ___, 2004.

                  FOR              AGAINST           ABSTAIN

         2.       To approve a proposal to adjourn the special meeting to a
later date or dates, if necessary, to permit further solicitation of proxies if
there are not sufficient votes at the time of the special meeting to approve the
Merger Agreement.

                  FOR              AGAINST           ABSTAIN

         3.       In their discretion, to vote upon such other business as may
properly come before the special meeting including, among other matters, a
motion to adjourn or postpone the First Polk special meeting to another time for
the purpose of soliciting additional proxies or otherwise. However, no proxy
with instructions to vote against the Merger Agreement will be voted in favor of
any adjournment or postponement of the special meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1 AND 2 ABOVE.

Please sign exactly as the name appears below, which reflects the name in which
the shares being voted are registered in Upson's stock records. When shares are
held by joint tenants, all joint tenants should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.

If shares are held by a corporation, an authorized corporate officer should sign
in full corporate name. If shares are held by a partnership, an authorized
person should sign in partnership name.


         DATED:______________________________, _____




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         Signature




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                  Signature if held jointly