BYLAWS OF GB&T BANCSHARES, INC.
 
                              ARTICLE ONE
 
                               Officers
 
 
 
     1.1  REGISTERED OFFICE.  The Holding Company shall maintain a
 
registered office in the county in the State of Georgia where the
 
Holding Company is authorized to conduct its general business. 
 
Unless the Board of Directors designates otherwise, the Holding
 
Company's main office shall be the registered office.
 
     1.2  OTHER OFFICES.  In addition to its registered office, the
 
Holding Company also may have offices at such other place or places
 
as the Board of Directors may from time to time select, or as the
 
business of the Holding Company may require or make desirable,
 
subject to the banking and/or corporation laws of the State.
 
 
 
                              ARTICLE TWO
 
                        Shareholders' Meetings
 
     2.1  PLACE OF MEETINGS.  Meetings of the shareholders of the
 
Holding Company may be held at any place within (or without) the
 
State of Georgia, as set forth in the notice thereof, or, in the
 
event of a meeting held pursuant to waiver of notice, as set forth
 
in the waiver, or, if no place is so specified, at the registered
 
office of the Holding Company.
 
     2.2  ANNUAL MEETINGS.  The annual meeting of the shareholders
 
of the Holding Company shall be held on the second Monday in May
 
unless that day is a legal holiday, and in that event on the next
 
succeeding business day, for the purpose of electing directors and
 
 
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transacting any and all business that may properly come before the
 
meeting.  The Board of Directors may postpone any annual meeting,
 
for not more than (7) days, for cause, upon not less than (10)
 
days' written notice to all shareholders.
 
     2.3  SUBSTITUTE ANNUAL MEETINGS.  If the annual meeting is not
 
held on the day designated in Section 2.2, any business, including
 
the election of directors, which might properly have been acted
 
upon at that meeting, may be transacted at any subsequent
 
shareholders' meeting held pursuant to these bylaws or held
 
pursuant to a court order requiring a substitute annual meeting.
 
     2.4  SPECIAL MEETINGS.  Special meetings of shareholders or a
 
special meeting in lieu of the annual meeting of shareholders shall
 
be called by the Holding Company upon the written request of the
 
holders of twenty-five (25%) percent or more of all the shares of
 
capital stock of the Holding Company entitled to vote in an
 
election of directors.  Special meetings of the shareholders or a
 
special meeting in lieu of the annual meeting of shareholders may
 
be called at any time by the Board of Directors.
 
     2.5  NOTICE OF MEETINGS.  Unless waived as contemplated in
 
Section 5.2 or by attendance at the meeting, either in person or by
 
proxy, for any purpose other than to object to the transaction of
 
business, a written or printed notice of each shareholders' meeting
 
stating the place, day and hour of the meeting shall be delivered
 
not less than ten (10) days, nor more than fifty (50) days before
 
the date thereof, either personally, by mail, or by telegram,
 
charges prepaid by or at the direction of the President, the
 
Secretary, or the officer or persons calling the meeting, to each
 
 
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shareholder of record entitled to vote at such meeting.  In the
 
case of an annual or substitute annual meeting, the notice of the
 
meeting need not state the purpose or purposes of the meeting
 
unless the purpose or purposes constitute a matter which the
 
Financial Institutions Code of Georgia requires to be stated in the
 
notice of the meeting.  In the case of a special meeting, the
 
notice of the meeting shall state the general nature of the
 
business to be transacted.
 
     2.6  QUORUM.  At all meetings of the shareholders, the
 
presence in person or by proxy of the holders of more than one-half
 
(1/2) of the shares outstanding and entitled to vote shall
 
constitute a quorum.  If a quorum is present, a majority of the
 
shares represented at the meeting and entitled to vote on the
 
subject matter shall determine any matter coming before the meeting
 
unless a different vote is required by the Financial Institutions
 
Code of Georgia, the Corporation Code of Georgia, by the Articles
 
of Incorporation of the Holding Company or by these bylaws.  The
 
shareholders at a meeting at which a quorum is once present may
 
continue to transact business at the meeting or at any adjournment
 
thereof, notwithstanding the withdrawal of enough shareholders to
 
leave less than a quorum.  If a meeting cannot be organized for
 
lack of a quorum, those shareholders present may adjourn the
 
meeting to such time and place as they may determine.  In the case
 
of a meeting for the election of directors which is twice adjourned
 
for lack of a quorum, those shareholders present may adjourn the
 
meeting to such time and place as they may determine.  In the case
 
of a meeting for the election of directors which is twice adjourned
 
 
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for lack of a quorum, those present at the second of such adjourned
 
meetings, of which notice has been given in writing to
 
shareholders, shall constitute a quorum for the election of
 
directors without regard to the other quorum requirements of the
 
Financial Institutions Code of Georgia, the Corporation Code of
 
Georgia, the Articles of Incorporation of the Holding Company, or
 
these bylaws.
 
     2.7  VOTING OF SHARES.  Each outstanding share having voting
 
rights shall be entitled to one (1) vote on each matter submitted
 
to a vote at an meeting of shareholders.  Voting on all matters may
 
be by voice vote or by show of hands unless any qualified voter,
 
prior to the voting on any matter, demands vote by ballot, in which
 
case each ballot shall state the name of the shareholder voting and
 
the number of shares voted by him, and if such ballot be cast by
 
proxy, it shall also state the name of such proxy.
 
     2.8  PROXIES.  A shareholder entitled to vote pursuant to
 
Section 2.7 may vote in person or by proxy executed in writing by
 
the shareholder or by his attorney in fact.  A proxy shall not be
 
valid after eleven (11) months from the dated of its execution,
 
unless a longer period is expressly stated therein.  If the
 
validity of any proxy is questioned it must be submitted to the
 
secretary of the shareholders' meeting for examination or to a
 
proxy officer or committee appointed by the person presiding at the
 
meeting.  The secretary of the meeting or, if appointed, the proxy
 
officer or committee, shall determine the validity or invalidity of
 
any proxy submitted and references by the secretary in the minutes
 
of the meeting to the regularity of a proxy shall be received as
 
 
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prima facie evidence of the facts stated for the purpose of
 
establishing the presence of a quorum at such meeting and for all
 
other purposes.
 
     2.9  PRESIDING OFFICER.  The Chairman of the Board of
 
Directors, or, in his absence the Vice Chairman of the Board, or,
 
in the absence of a Chairman or Vice Chairman of the Board of
 
Directors, the President, shall serve as chairman of every
 
shareholders' meeting unless some other person is elected to serve
 
as chairman by a majority vote of the shares represented at the
 
meeting.  The chairman shall appoint such persons as he deems
 
required to assist with the meeting.
 
     2.10 ADJOURNMENTS.  Any meeting of the shareholders, whether
 
or not a quorum is present, may be adjourned by the holders of a
 
majority of the shares represented at the meeting to reconvene at
 
a specific time and place.  Except as otherwise provided by Section
 
2.6, it shall not be necessary to give any notice of the reconvened
 
meeting or of the business to be transacted, if the time and place
 
of the reconvened meeting are announced at the meeting which was
 
adjourned.  At any such reconvened meeting, any business may be
 
transacted which could have been transacted at the meeting which
 
was adjourned.
 
     2.11 ACTION OF SHAREHOLDERS WITHOUT A MEETING.  Any action
 
required by the Financial Institutions Code of Georgia or
 
Corporation Code of Georgia, as applicable, to be taken at a
 
meeting of the shareholders, or any action which may be taken at a
 
meeting of the shareholders, may be taken without a meeting if a
 
written consent, setting forth the action so taken, shall be signed
 
 
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by each of the shareholders entitled to vote with respect to the
 
subject matter thereof.  Upon filing with the officer of the
 
Holding Company having custody of its books and records, such
 
consent shall have the same force and effect as a unanimous vote of
 
the shareholders at a special meeting called for the purpose of
 
considering the action authorized.
 
 
                             ARTICLE THREE
 
                        The Board of Directors
 
     3.1  GENERAL POWERS.  The business and affairs of the Holding
 
Company shall be managed by the Board of Directors.  In addition to
 
the powers and authority expressly conferred upon it by these
 
bylaws, the Board of Directors may exercise all such powers of the
 
Holding Company and do all such lawful acts and things as are not
 
by law, any legal agreement among shareholders, the Articles of
 
Incorporation, or these bylaws, directed or required to be
 
exercised or done by the shareholders.
 
     3.2  REQUIREMENTS.  Each director of the Holding Company shall
 
be a United States citizen, and at least sixty (60%) percent of the
 
directors shall reside in the State of Georgia and in the county in
 
which the registered office of the Holding Company is located, or
 
within forty (40) miles of any office of the Holding Company.  Each
 
director shall maintain on file with the chief executive officer of
 
the Holding Company a financial statement on forms prescribed by
 
the Department of Banking and Finance.  Such financial statement
 
shall be revised annually, but in no event shall the statement on
 
file be more than eighteen (18) months old.  At the discretion of
 
the Board of Directors, such financial statements may be maintained
 
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in sealed envelopes available for inspection only by State or
 
Federal examiners.
 
     3.3  NUMBER, ELECTION AND TERM OF OFFICE.  The Board of
 
Directors of the Holding Company shall consist of not less than
 
five (5), nor more than twenty-five (25) persons, with the exact
 
number within such minimum and maximum lists to be fixed and
 
determined from time to time by resolution of the Board of
 
Directors.  The Board of Directors may increase or decrease the
 
number of directors by not more than two (2) in any one year, so
 
long as such increase or decrease does not place the number of
 
directors at less than five (5), nor more than twenty-five (25).
 
Except as provided in Section 3.6, the directors shall be elected
 
by the affirmative vote of a majority of the shares represented at
 
the annual meeting or shareholders.  Each director, except in the
 
case of his earlier death, resignation, retirement,
 
disqualification, or removal, shall serve until the next succeeding
 
annual meeting and thereafter until his successor shall have been
 
elected and qualified.
 
     3.4  REMOVAL.  The entire Board of Directors or any individual
 
director may be removed from office with or without cause by the
 
affirmative vote of the holders of a majority of the shares
 
entitled to vote at an election of directors.  In addition, the
 
Board of Directors may remove a director from office if such
 
director is adjudicated an incompetent by a court, if he is
 
convicted of a felony, if he files for protection from creditors
 
under bankruptcy laws, if he does not, within sixty (60) days of
 
his election, accept the office in writing or by attendance at a
 
 
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meeting of the Board of Directors and fulfill any other
 
requirements for holding the office of director, or if he fails to
 
attend regular meetings of the Board of Directors for four (4)
 
consecutive meetings without having been excused by the Board of
 
Directors.
 
     3.5  VACANCIES.  A vacancy occurring in the Board of
 
Directors, whether caused by removal or otherwise and including
 
vacancies resulting form an increase in the number of directors,
 
may be filled for the unexpired term, and until the shareholders
 
shall have elected a successor, by the affirmative vote of a
 
majority of the directors remaining in office though less than a
 
quorum of the Board of Directors.
 
     3.6  COMPENSATION.  Directors may receive such compensation
 
for their services as directors as may from time to time be fixed
 
by vote of the Board of Directors.  A director may also serve the
 
Holding Company in a capacity other than that of director and
 
receive compensation, as determined by the Board of Directors, for
 
services rendered in such other capacity.  Provided, however, no
 
director shall be compensated from commissions derived from the
 
sale of credit related insurance (credit life, disability, accident
 
and health insurance, etc.) where premiums paid by a customer of a
 
bank held by the Holding Company for such insurance are financed by
 
a bank held by the Holding Company as a part of the credit
 
extended, or where purchase of the insurance is a condition
 
precedent to the granting of credit by a bank held by the Holding
 
Company.
 
     3.7  COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of
 
 
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Directors, by resolution adopted by a majority of the full Board of
 
Directors, may designate from among its members and executive
 
committee and one or more other committees, each consisting of
 
three (3) or more directors.  Each committee shall have the
 
authority of the Board of Directors in regard to the business of
 
the Holding Company to the extent set forth in the resolution
 
establishing such committee, subject to the limitations set forth
 
in State and Federal laws and regulations.
 
     3.8  HONORARY AND ADVISORY DIRECTORS.  Except as otherwise
 
noted, when a director of the Holding Company attains the age of
 
seventy (70) or otherwise retires under the retirement policies of
 
the Holding Company as established from time to time by the Board
 
of Directors, such director automatically shall become an Honorary
 
Director of the Holding Company following his retirement.  The
 
Board of Directors of the Holding Company also may appoint any
 
individual as Honorary Director, Director Emeritus, or member of
 
any advisory board established by the Board of Directors.  Any
 
individual automatically becoming an Honorary Director or appointed
 
an Honorary Director, Director Emeritus, or member of an advisory
 
board as provided by this Section 3.8 may be compensated as
 
provided in Section 3.6, but such individual may not vote at any
 
meeting of the Board of Directors or be counted in determining a
 
quorum as provided in Section 4.5 and shall not have any
 
responsibility or be subject to any liability imposed upon a
 
director, or otherwise be deemed a director.  
 
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     As to any person who has served continuously as Chairman of
 
the Board of Directors for a period of not less than ten years
 
prior to attaining age 70, the Board may extend retirement on a
 
year-to-year basis.  In no event shall extensions go beyond age 72. 
 
     When a director attains mandatory retirement age, his term of
 
office shall extend to the annual stockholders' meeting next
 
following such birthday.
 
                             ARTICLE FOUR
 
                  Meetings of the Board of Directors
 
     4.1  REGULAR MEETINGS.  An annual organizational meeting of
 
the Board of Directors shall be held on the day of and after the
 
annual meeting of the shareholders of the Holding Company.  In the
 
event the annual shareholders' meeting is not held as provided by
 
Sections 2.4 or 2.11, such organizational meeting shall be held as
 
herein provided for regular meetings.  In addition, regular
 
meetings of the Board of Directors shall be established by them on
 
a set date of every month during the calendar year, except during
 
the month in which the organizational meeting of the Board of
 
Directors is held; provided, however, that the Board of Directors
 
and the President are authorized to cancel not more than two (2) of
 
such regular meetings, excluding the organizational meeting, during
 
each calendar year.
 
     4.2  SPECIAL MEETINGS.  Special meetings of the Board of
 
Directors may be called by or at the request of the President,
 
Chairman of the Board, or by any two (2) directors in the office at
 
the time.
 
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     4.3  PLACE OF MEETINGS.  Directors may hold their meetings at
 
any place within (or without) the State of Georgia as the Board of
 
Directors may from time to time establish for regular meeting, or
 
as set forth in the notice of special meetings, or in the event of
 
a meeting held pursuant to waiver of notice, as set forth in the
 
waiver.
 
     4.4  NOTICE OF MEETINGS.  No notice shall be required for any
 
regular scheduled meeting of the directors of the Holding Company. 
 
Unless waived as contemplated in Section 5.2, the President or
 
Secretary of the Holding Company, or any director thereof shall
 
give notice to each director of each special meeting stating the
 
time, place and purposes of the meeting.  Such notice shall be
 
given by mailing notice of the meeting at least five (5) days
 
before the date of the meeting, or by telephone, telegram, or
 
personal delivery at least three (3) days before the date of the
 
meeting.  Notice shall be deemed to have been given by telegram or
 
cablegram at the time notice is filed with the transmitting agency. 
 
Attendance by a director at a meeting shall constitute a waiver of
 
notice of such meeting, except where a director attends a meeting
 
for the express purposes of objecting to the transaction of
 
business because the meeting is not lawfully called.
 
     4.5  QUORUM.  At meetings of the Board of Directors, more than
 
one-half (1/2) of the directors then in office shall be necessary
 
to constitute a quorum for the transaction of business.
 
     4.6  VOTE REQUIRED FOR ACTION.  Except as otherwise provided
 
in these bylaws, by the Holding Company's Articles of
 
Incorporation, or by law, the act of a majority of the directors
 
 
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present at a meeting at which a quorum is present at the time shall
 
be the act of the Board of Directors.
 
     4.7  ACTION BY DIRECTORS WITHOUT A MEETING.  Any action which
 
may be taken at any meeting of the Board of Directors, or at any
 
meeting of a committee of directors, may be taken without a meeting
 
if a written consent thereto shall be signed by all directors, or
 
all the members of the committee, as the case may be, and if such
 
written consent is filed with the minutes of the proceedings of the
 
Board or committee.  Such consent shall have the same force and
 
effect as a unanimous vote of the Board of Directors or the
 
committee.
 
                             ARTICLE FIVE
 
                           Notice and Waiver
 
     5.1  PROCEDURE.  Whenever these bylaws require notice to be
 
given to any shareholder or director, the notice shall be given as
 
prescribed in Section 2.5 or 4.4, whichever is applicable. 
 
Whenever notice is given to a shareholder or director by mail, the
 
notice shall be sent first class mail by depositing the same in a
 
post office or letter box in a postage prepaid, sealed envelope,
 
addressed to the shareholder or director at his last known address,
 
and such notice shall be deemed to have been given at the time the
 
same is deposited in the United States Mail.
 
     5.2  WAIVER.  Except as limited by the Financial Institutions 
 
Code of Georgia, whenever any notice is required to be given to any
 
shareholder or director by law, by the Articles of Incorporation,
 
or these bylaws, a waiver thereof in writing, signed by the
 
director or shareholder, whether before or after the meeting to
 
 
                                   12<PAGE>
which the waiver pertains, shall be deemed equivalent thereto;
 
provided, however, that no such waiver shall apply by its terms to
 
more than one required notice.
 
                              ARTICLE SIX
 
                               Officers
 
     6.1  NUMBER.  The officers to the Holding Company shall
 
consist of a President and a Secretary.  In addition, the Board of
 
Directors may from time to time elect or provide for the
 
appointment of such other officers or assistant officers as it
 
deems necessary for the efficient management of the Holding
 
Company, or as shall otherwise be required by law or regulation. 
 
Any two or more offices may be held by the same person, except the
 
offices of President and Secretary.  The Board of Directors shall
 
have the power to establish and specify the duties for all officers
 
of the Holding Company.
 
     6.2  ELECTION AND TERM.  All officers shall be elected by the
 
Board of Directors and shall serve at the will of the Board of
 
Directors and until their successors have been elected and have
 
qualified, or until their earlier death, resignation, removal,
 
retirement or disqualification.  The Holding Company shall
 
immediately inform the Georgia Department of Banking and Finance in
 
writing of the election of any new chief executive officer.
 
     6.3  COMPENSATION.  The compensation of all officers of the
 
Holding Company shall be fixed by the Board of Directors, or by the
 
Executive Committee of the Board of Directors, if such committee is
 
designated as provided in Section 3.6  Provided, no officer shall
 
be compensated from commissions derived from the sale of credit
 
 
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related insurance (credit life, disability, accident and health
 
insurance, etc.) where premiums paid by a customer of a bank held
 
by the Holding Company for such insurance are financed by the a
 
bank held by the Holding Company as part of the credit extended or
 
where purchase of the insurance is a condition precedent to the
 
granting of credit by a bank held by the Holding Company.
 
     6.4  REMOVAL.  Any officer or agent elected by the Board of
 
Directors may be removed by the Board of Directors with or without
 
any cause whenever in its judgment the best interests of the
 
Holding Company will be served thereby without prejudice to any
 
contract right of such officer.  The Holding Company shall
 
immediately inform the Georgia Department of Banking and Finance in
 
writing of the names of any officers removed and the reasons for
 
such removal.
 
     6.5  CHAIRMAN OF THE BOARD.  The Board of Directors, in its
 
discretion, may elect a Chairman of the Board of Directors who
 
shall preside and act as chairman at all meetings of the
 
shareholders and the Board of Directors and who shall perform such
 
other duties as the Board of Director may from time to time direct.
 
     6.6  PRESIDENT.  The President shall be the chief executive
 
officer of the Holding Company and shall have the general control
 
and supervision over the business and affairs of the Holding
 
Company.  He shall see that all orders and resolutions of the Board
 
of Directors are carried into effect.  In the absence of a Chairman
 
of the Board of Directors (and Vice Chairman of the Board of
 
Directors if a Vice Chairman is provided for by the Board), the
 
President shall preside and act as chairman of all meetings of the
 
 
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shareholders and the Board of Directors.  He also shall perform
 
such other duties as may be delegated to him from time to time by
 
the Board of Directors.
 
     6.7  OFFICER IN PLACE OF PRESIDENT.  The Board of Directors
 
may designate an officer who shall, in the absence or disability of
 
the President, or at the time of direction of the President,
 
perform the duties and exercise the powers of the President.
 
     6.8  SECRETARY.  The Secretary shall keep accurate records of
 
the acts and proceedings of all meetings of shareholders, directors
 
and committees of directors.  He shall have authority to give all
 
notices required by law or these bylaws.  He shall be custodian of
 
the corporate books, records, contract and other documents.  The
 
Secretary may affix the Holding Company's seal to any lawfully
 
executed documents requiring it and shall sign such instruments as
 
may require his signature.
 
     6.9  BONDS.  Any director who is authorized to handle money or
 
negotiable assets on behalf of the Holding Company and all officers
 
and employees of the Holding Company shall be bonded by a regularly
 
incorporated surety company authorized to do business in the State
 
of Georgia, and the Holding Company shall pay the cost of such
 
bonds.  The form, amount and surety of such bonds shall be approved
 
by the Board of Directors and shall be subject to any additional
 
requirements of the Georgia Department of Banking and Finance.
 
     6.10 REIMBURSEMENT BY OFFICERS.  Any payments made to an
 
officer of the Holding Company such as salary, commission, bonus,
 
interest or rent, which shall be disallowed in whole or in part as
 
a deductible expense by the Internal Revenue Service, shall be
 
 
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reimbursed by such officer to the Holding Company to the full
 
extent of such disallowance.  It shall be the duty of the Board of
 
Directors to enforce payment of each such amount disallowed.  In
 
lieu of payment by the officer, subject to the determination of the
 
Board of Directors, proportionate amounts may be withheld from his
 
future compensation payments until the amount owed to the Holding
 
Company has been recovered.
 
                             ARTICLE SEVEN
 
                               Dividends
 
     7.1  TIME AND CONDITIONS OF DECLARATION.  Dividends upon the
 
outstanding shares of The Holding Company may be declared by the
 
Board of Directors at any regular or special meeting and paid in
 
cash or property only out of the retained earnings of the Holding
 
Company, only when the Holding Company meets the paid-in capital
 
and/or appropriated net earnings requirements of the Financial
 
Institutions Code of Georgia, and only in compliance with the
 
regulations of the Georgia Department of Banking and Finance
 
regarding payment of dividends.
 
     7.2  SHARE DIVIDENDS - Treasure Shares.  Dividends may be
 
declared by the Board of Directors and paid in the shares of the
 
Holding Company out of any treasury shares that have been
 
reacquired out of the capital funds of the Holding Company.
 
     7.3  SHARE DIVIDENDS - UNISSUED SHARES.  Dividends may be
 
declared by the Board of Directors and paid in the authorized but
 
unissued shares of the Holding Company out of any retained earnings
 
for the Holding Company; provided that such shares shall be issued
 
at not less than the par value thereof, and there shall be
 
 
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transferred to capital stock at the time such dividend is paid an
 
amount of retained earnings at least equal to the aggregate par
 
value of the shares to be issued as a dividend, and after payment
 
of the dividend the Holding Company shall continue to maintain the
 
paid-in capital and/or appropriate retained earnings requirements
 
of the Financial Institutions Code of Georgia.
 
     7.4  SHARES SPLITS.  A split or division of the issued shares
 
of any class into a greater number of shares of the same class
 
without increasing the capital stock of the Holding Company shall
 
not be construed to be a share dividend within the meaning of this
 
Article.
 
                             ARTICLE EIGHT
 
                                Shares
 
     8.1  AUTHORIZATION AND ISSUANCE OF SHARES.  The par value and
 
maximum number of shares of any class of the Holding Company which
 
may be issued and outstanding shall be set forth from time to time
 
in the Articles of Incorporation of the Holding Company.  The Board
 
of Directors may increase or decrease the number of issued and
 
outstanding shares of the Holding Company within the maximum number
 
of shares authorized by the Articles of Incorporation or Georgia
 
law upon obtaining prior approval of such increase or decrease from
 
the Department of Banking and Finance.
 
     8.2  SHARE CERTIFICATES.  The interest of each shareholder in
 
the Holding Company shall be evidenced by a certificate or
 
certificates representing shares of the Holding Company which shall
 
be in such form as the Board of Directors may from time to time
 
adopt in accordance with Georgia law.  Shares certificates shall be
 
 
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consecutively numbered, shall be in registered form, and shall
 
indicate the date of issue and such information shall be entered on
 
the Holding Company's books.  Each certificate shall be signed by
 
the President or a Vice President and the Secretary or an Assistant
 
Secretary and shall be sealed with the seal of the Holding Company
 
or a facsimile thereof; provided, however, that where such
 
certificate is signed by a transfer agent, or registered by a
 
registrar, other than the Holding Company itself, or any employee
 
of the Holding Company, the signatures of such officers may be
 
facsimiles.  In case any officer or officers who shall have signed
 
or whose facsimile signature shall have been placed upon a share
 
certificate shall have ceased for any reason to be such officer of
 
officers of the Holding Company before such certificate is issued,
 
such certificate may be issued by the Holding Company with the same
 
effect as if the person or persons who signed such certificate or
 
whose facsimile signatures shall have been used thereon and not
 
ceased to be such officer or officers.
 
     8.3  RIGHTS OF THE HOLDING COMPANY WITH RESPECT TO REGISTERED
 
OWNERS.  Prior to due presentation for transfer of registration of
 
its shares, the Holding Company may treat the registered owner of
 
the shares as the person exclusively entitled to vote such shares,
 
to receive any dividend or other distribution with respect to such
 
shares, and for all other purposes; and the Holding Company shall
 
not be bound to recognize any equitable or other claim to or
 
interest in such shares on the part of any other person, whether or
 
not it shall have express or other notice thereof, except as
 
otherwise provided by law.
 
 
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     8.4  TRANSFER OF SHARES.  Transfers of shares shall be made
 
upon the stock transfer books of the Holding Company only upon
 
direction of the person named in the share certificate representing
 
the shares to be transferred, or by an attorney of such person
 
lawfully constituted in writing; and before a new certificate is
 
issued, the old certificate shall be surrendered for cancellation
 
or, in the case of a certificate alleged to have been lost, stolen,
 
or destroyed, the provisions of Section 8.6 of these bylaws shall
 
have been satisfied.
 
     8.5  DUTY OF THE HOLDING COMPANY TO REGISTER TRANSFER. 
 
Notwithstanding any of the provisions of Section 8.4 of these
 
bylaws, the Holding Company is under a duty to register the
 
transfers of its shares only if:
 
          (a)  the share certificate is endorsed by the appropriate
 
     person or persons; and
 
          (b)  reasonable assurance is given that these
 
     endorsements are genuine and effective; and
 
          (c)  the Holding Company has no duty to inquire into
 
     adverse claims or is discharged any such duty; and
 
          (d)  any applicable law relating to the collection of
 
     taxes has been complied with; and
 
          (e)  the transfer is in fact rightful or is to a bona
 
     fide purchaser.
 
     8.6  LOST, STOLEN, OR DESTROYED CERTIFICATES.  Any person
 
claiming a share certificate to be lost, stolen, or destroyed shall
 
make an affidavit or affirmation of the fact in such manner as the
 
Board of Directors may require and shall, if the Board of Directors
 
 
                                   19<PAGE>
so requires, give the Holding Company a bond of indemnity in form
 
and amount, and with one or more sureties satisfactory to the Board
 
of Directors, as the Board of Directors may require, whereupon an
 
appropriate new certificate may be issued in lieu of the one
 
alleged to have been lost, stolen, or destroyed.
 
     8.7  FIXING OF RECORD DATE.  For the purpose of determining
 
shareholders entitled to notice of or to vote at any meeting of
 
shareholders or any adjournment thereof, or entitled to receive
 
payment of any dividend, or in order to make a determination of
 
shareholders for any other proper purpose, the Board of Directors
 
may fix in advance a date as the record date, such date to be not
 
more than 50 days (and, in the case of a shareholders' meeting, not
 
less than 10 days) prior to the date on which the particular
 
action, requiring such determination of shareholders, is to be
 
taken.
 
     8.8  RECORD DATE IF NONE FIXED.  If no record date is fixed as
 
provided in Section 8.7 of these bylaws, then the record date for
 
any determination of shareholders which may be proper or required
 
by law shall be the date on which notice is mailed in the case of
 
a shareholders' meeting, or the date on which the Board of
 
Directors adopts a resolution declaring a dividend in the case of
 
a payment of a dividend.
 
 
                                   20<PAGE>
                             ARTICLE NINE
 
                            Indemnification
 
     9.1  INDEMNIFICATION.  Any person, his heirs, executors, or
 
administrators, may be indemnified or reimbursed by the Holding
 
Company for reasonable expense actually incurred in connection with
 
any action, suit, or proceeding, civil or criminal, to which he
 
shall be made a party by reason of the fact that he is or was a
 
director, trustee, officer, employee, or agent of the Holding
 
Company, or that he is or was serving, at the request of the
 
Holding Company, as a director, trustee, officer, employee, or
 
agent of another firm, corporation, trust, or other organization or
 
enterprise; provided, however, that no person shall be so
 
indemnified or reimbursed in relation to any matter in such action,
 
suit, or proceeding as to which he shall finally be adjudged to
 
have been guilty of or liable for gross negligence, willful
 
misconduct or criminal acts in the performance of his duties to the
 
Holding Company, or to such other firm, corporation, trust,
 
organization, or enterprise; and provided further, that not person
 
shall be so indemnified or reimbursed in relation to any matter in
 
such action, suit, or proceeding which has been the subject of a
 
compromise settlement, except with the approval of (i) a court of
 
competent jurisdiction, or (ii) the holders of record of a majority
 
of the outstanding shares of capital stock of the Holding Company,
 
or (iii) a majority of the members of the Board of Directors then
 
holding office, excluding the votes of any directors who are
 
parties to the same or substantially the same action, suit, or
 
proceeding.
 
 
                                   21<PAGE>
     9.2  PAYMENT OF EXPENSES IN ADVANCE.  Expenses incurred in
 
defending any action, suit, or proceeding referred to above may be
 
paid by the Holding Company in advance of the final disposition of
 
such action, suit, or proceeding as authorized by the Board of
 
Directors in the specific case upon receipt of an undertaking by or
 
on behalf of the director, trustee, officer, employee or agent to
 
repay such amount unless it shall ultimately be determined that he
 
is entitled to be indemnified by the Holding Company as provided
 
above.
 
     9.3  INSURANCE.  The Holding Company, upon the affirmative
 
vote of a majority of its Board of Directors, may purchase and
 
maintain insurance on behalf of any person who is or was a
 
director, trustee, officer, employee or agent of the Holding
 
Company, or is or was serving, at the request of the Holding
 
Company, as a director, trustee, officer, employee, or agent of
 
another firm, corporation, trust, or other organization or
 
enterprise against liability asserted against him and incurred by
 
him in any such capacity or arising out of his status as such,
 
whether or not the Holding Company would have the power to
 
indemnify him against such liability under the foregoing provisions
 
of these bylaws.
 
     9.4  RIGHTS NOT EXCLUSIVE.  The foregoing rights of
 
indemnification or reimbursement shall not be exclusive of other
 
rights to which the persons referred to above, or their heirs,
 
executors, or administrators, may be entitled as a matter of law,
 
and the Holding Company may indemnify such persons to the extent
 
permitted by the Financial Institutions Code of Georgia and the
 
 
                                   22<PAGE>
Georgia Business Corporation Code, as such laws may be amended from
 
time to time.
 
                              ARTICLE TEN
 
                         Emergency Operations
 
     10.1 GENERAL.  In the event of an emergency declared by the
 
President of the United States or the person performing his
 
functions, or an emergency declared by the Governor of the State of
 
Georgia or the person performing his functions, the officers and
 
employees of this Holding Company shall continue to conduct the
 
affairs of the Holding Company under such guidance from the
 
directors as may be available except as the matters which by
 
statute or regulation require specific approval of the Board of
 
Directors and subject to conformance with any governmental
 
directives during the emergency.  In the absence of a plan of
 
operation formulated by the Board of Directors providing for
 
conducting the business of the Holding Company during the time
 
emergencies exist, the following provisions shall govern the
 
operations of the Holding Company notwithstanding any other
 
provisions of these bylaws to the contrary.  Provided, further,
 
that all operations shall be consistent with all State and Federal
 
laws governing emergency operations.
 
     10.2 MEETING OF BOARD OF DIRECTORS.  The Board of Directors
 
shall meet as soon as practicable at the time and place within the
 
State of Georgia, or if no place within the State of Georgia can be
 
utilized promptly, without the State of Georgia, as designated by
 
the Chairman of the Board of Directors, the President, the officer
 
designated pursuant to Section 6.7, or any two (2) directors.  Any
 
 
                                   23<PAGE>
director may waive notice of such meeting in writing before, at, or
 
after such meeting.
 
     If it shall be determined at such meeting that there are less
 
than five (5) directors then capable of serving, the directors
 
present at such meeting, shall, by majority vote, appoint a
 
sufficient number of persons to fill the vacancies existing in the
 
Board of Directors to bring the total number of directors to not
 
less than five (5).
 
     As soon as a majority of such Board of Directors, consisting
 
of not less than five (5) members, can be assembled at the meeting
 
required by this Section 10.2, or any adjournment thereof, which
 
adjournment can be effected a any time by a majority vote of those
 
in attendance, the Board of Directors as then constituted shall (i)
 
appoint such officers as may be required to transact the business
 
of the Holding Company to succeed the then appointed or acting
 
officers who have been incapacitated as a result of the emergency,
 
and (ii) designate and authorize temporary relocation and
 
establishment of the main banking office and any branch, branch
 
bank or bank office of a bank held by the Holding Company which may
 
have become wholly or partially unusable as a result of the
 
emergency conditions at any other office, branch, branch bank or
 
bank office of a bank held by the Holding Company, or other
 
location in the State of Georgia, and (iii) at its discretion,
 
authorize the entry of the Holding Company into an agreement with
 
any Federal Reserve  Bank, Federal Home Loan Bank, banking
 
institution or branch (the "other bank") whereby a bank held by the
 
Holding Company shall act as agent for the other bank or the other
 
 
                                   24<PAGE>
bank shall act as agent for a bank held by the Holding Company and
 
perform temporarily any and all operations and functions thereof.
 
     10.3 INTERIM ADMINISTRATION.  Until such time as the meeting
 
of the Board of Directors required by Section 10.2 can be held and
 
action taken by it, and in the event either the President or the
 
officer of the Holding Company designated pursuant to Section 6.7
 
cannot be located or is unable to continue normal executive duties,
 
all perfunctory matters ordinarily performed by the President may
 
be performed by any Vice President if such officer or officers have
 
been designated, and if not, by the Secretary of the Holding
 
Company.
 
     10.4 INTERIM OFFICE.  Until such time as the meeting required
 
by Section 10.2 can be held and action taken by the Board of
 
Directors as then constituted, and in the event that because of
 
damage or disaster the main office or any branch, branch bank or
 
bank office of a bank held by the Holding Company becomes wholly or
 
partially unusable, such main office, branch, branch bank or bank
 
office shall be relocated at one of the following locations, if
 
available and usable, and in the following order:
 
     (1)  200 E. E. Butler Parkway, Gainesville, Georgia.
 
     (2)  Any other branch or location designated by the Acting
 
President.
 
     The Acting President shall notify the State and Federal
 
Regulatory Authorities of any such relocation of its main office,
 
branches, branch banks, or bank offices as promptly as possible.
 
                                   25<PAGE>
 
 
                            ARTICLE ELEVEN
 
                             Miscellaneous
 
     11.1 INSPECTION OF BOOKS AND RECORDS.  The Board of Directors
 
shall have power to determine which accounts, books and records of
 
the Holding Company shall be open to the inspection of
 
shareholders, except such accounts, books, and records that are
 
specifically open to inspection by law, and the Board of Directors
 
shall have the power to fix reasonable rules and regulations not in
 
conflict with the applicable law for the inspection of accounts,
 
books and records which by law or by determination of the Board of
 
Directors shall be open to inspection.
 
     11.2 FISCAL YEAR.  The fiscal year of the Holding Company
 
shall be the calendar year.
 
     11.3 SEAL.  The corporate seal shall be in such form as the
 
Board of Directors may from time to time determine.
 
     11.4 ANNUAL STATEMENTS.  The Holding Company shall prepare
 
such financial statements showing the results of its operations
 
during its fiscal year as shall be required by Regulations of the
 
Department of Banking and Finance and any other regulatory agency.
 
Upon receipt of written request, the Holding Company promptly shall
 
mail to any shareholder of record a copy of the most recent such
 
financial statement.
 
     11.5 CONTRACTS, CHECKS, DRAFTS, REPORTS, ETC.  Such of the
 
officers or employees of the Holding Company as may from time to
 
time be designated by the Board of Directors or by the Executive
 
Committee shall have power and authority to sign contracts, checks,
 
 
                                   26<PAGE>
drafts and like instruments and to endorse checks, bills of
 
exchange, orders, drafts and vouchers made payable or endorsed to
 
the Holding Company, whether in its own right or in any fiduciary
 
capacity.  No officer or employee, however, may on behalf of the
 
Holding Company, execute or deliver any check, draft or other like
 
instrument in favor of himself.  Provided, further, any officer
 
elected by the Board of Directors may sign reports to the
 
Department of Banking and Finance and such other State and Federal
 
agencies as may be filed, unless otherwise required by law or
 
regulation.
 
     11.6 LEGAL RESTRICTIONS.  All matters covered in these bylaws
 
shall be subject to such restrictions as shall be imposed on this
 
Holding Company by State and Federal laws and regulations.
 
 
 
                            ARTICLE TWELVE
 
                              Amendments
 
     12.1 POWER TO AMEND BYLAWS.  The Board of Directors shall have
 
the power to alter, amend or repeal these bylaws or adopt new
 
bylaws, but any bylaws adopted by the Board of Directors may be
 
altered, amended or repealed, and new bylaws adopted, by the
 
shareholders.  The shareholders may prescribe that any bylaw or
 
bylaws adopted by them shall not be altered, amended or repealed,
 
by the Board of Directors.
 
     12.2 CONDITIONS.  Action taken by the shareholders with
 
respect to bylaws shall be taken by an affirmative vote of a
 
majority of all shares entitled to elect directors, and action by
 
the Board of Directors with respect to bylaws shall be taken by an
 
 
                                   27<PAGE>
affirmative vote of a majority of all directors then holding
 
office.