ARTICLES OF INCORPORATION
 OF
 GB&T BANCSHARES, INC.
 
 1.
 
 The name of the Bank shall be GB&T Bancshares, Inc..
 
 2.
 
 The corporation has authority to issue not more than Two
Million (2,000,000) shares of $5.00 par value stock that together
have unlimited voting rights and are entitled to receive the net
assets of the corporation upon dissolution.
 
 3.
 
 The initial registered office of the corporation is 500
Jesse Jewell Parkway, Gainesville, Georgia 30501. The initial
registered agent of the corporation at such office is Richard A. Hunt.
 
 4.
 
 The name and address of the incorporator is Samuel L. Oliver,
200 E. E. Butler Parkway, Gainesville, Georgia 30501.
 
 5.
 
 The initial principal office of the corporation is located in
Hall County, Georgia at 500 Jesse Jewell Parkway, Gainesville,
Georgia 30501.
 
 6.
 
 The initial Board of Directors shall consist of one person,
whose name and address is:
 
 Richard A. Hunt
 500 Jesse Jewell Parkway
 Gainesville, Georgia 30501
 
Thereafter, the number of directors shall not be less than seven
(7) nor more than twenty-five (25), which number shall be fixed as
provided by law.
 
<PAGE>
 7.
 
 The corporation may indemnify or obligate itself to
indemnify officers and directors of the corporation for their
actions as such to the maximum extent permitted by law.
 
 8.
 
 The shareholders shall be entitled to preemptive rights
pursuant to O.C.G.A. Section 14-2-630 (c), except as is otherwise
limited by law.
 By: /s/ F. Abit Massey
 F. Abit Massey, Chairman
 
 Attest: /s/ Samuel L. Oliver

Samuel L. Oliver, Secretary

 

 

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GB&T BANCSHARES, INC.

I.

        The name of the corporation is GB&T Bancshares, Inc. (the "Corporation").

II.

        Effective the date hereof, Article 8 of the Articles of Incorporation of the Corporation is hereby deleted in its entirety.

        All other provisions of the Articles of Incorporation shall remain in full force and effect.

III.

        The amendment was duly adopted by the Board of Directors on September 7, 2004 and approved by the shareholders of the Corporation pursuant to O.C.G.A.  14-2-1003 on October 13, 2004.

        IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to the Articles of Incorporation to be executed and attested by its duly authorized officers this 14th day of October, 2004.

 

 

GB&T BANCSHARES, INC.


 


 


By:


 


/s/  RICHARD A. HUNT      


 

 

Name:

 

Richard A. Hunt

 

 

Title:

 

President & CEO

 


ATTEST:


 


 


By:


 


/s/  GREGORY L. HAMBY      



 


 

Name:

 

Gregory L. Hamby

 

[STAMP]

Title:

 

Asst. Secretary