CHARTER OF HERITAGE FINANCIAL GROUP

 

                 FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER

                            HERITAGE FINANCIAL GROUP

 

      SECTION 1. Corporate title. The full corporate title of the MHC subsidiary

holding company is the Company (the "MHC subsidiary holding company").

 

      SECTION 2. Office. The home office shall be located in the City of Albany,

County of Dougherty, in the State of Georgia.

 

      SECTION 3. Duration. The duration of the MHC subsidiary holding company is

perpetual.

 

      SECTION 4. Purpose and powers. The purpose of the MHC subsidiary holding

company is to pursue any or all of the lawful objectives of a federal mutual

holding company chartered under section 10(o) of the Home Owners' Loan Act, 12

U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental

powers conferred thereby and by all acts amendatory thereof and supplemental

thereto, subject to the Constitution and laws of the United States as they are

now in effect, or as they may hereafter be amended, and subject to all lawful

and applicable rules, regulations, and orders of the Office of Thrift

Supervision ("Office").

 

      SECTION 5. Capital stock. The total number of shares of all classes of the

capital stock which the MHC subsidiary holding company has the authority to

issue is twenty-six million (26,000,000), of which twenty-five million

(25,000,000) shall be common stock of par value of $.01 per share, and of which

one million (1,000,000) shall be serial preferred stock of par value $.01 per

share. The shares may be issued from time to time as authorized by the board of

directors without further approval of stockholders, except as otherwise provided

in this Section 5 or to the extent that such approval is required by governing

law, rule or regulation. The consideration for the issuance of the shares shall

be paid in full before their issuance and shall not be less than the par value.

Neither promissory notes nor future services shall constitute payment or part

payment for the issuance of shares of the MHC subsidiary holding company. The

consideration for the shares shall be cash, tangible or intangible property (to

the extent direct investment in such property would be permitted to the MHC

subsidiary holding company), labor, or services actually performed for the MHC

subsidiary holding company or any combination of the foregoing. In the absence

of actual fraud in the transaction, the value of such property, labor, or

services, as determined by the board of directors of the MHC subsidiary holding

company, shall be conclusive. Upon payment of such consideration, such shares

shall be deemed to be fully paid and nonassessable. In the case of a stock

dividend, that part of the retained earnings of the MHC subsidiary holding

company which is transferred to common stock or paid-in-capital accounts upon

the issuance of shares as a stock dividend shall be deemed to be the

consideration for their issuance.

 

<PAGE>

 

      Except for shares issued in the initial organization of the MHC subsidiary

holding company, no shares of capital stock (including shares issuable upon

conversion, exchange, or exercise of other securities) shall be issued, directly

or indirectly, to officers, directors, or controlling persons of the MHC

subsidiary holding company other than as part of a general public offering or as

qualifying shares to a director, unless their issuance or the plan under which

they would be issued has been approved by a majority of the total votes eligible

to be cast at a legal meeting.

 

      Nothing contained in this Section 5 (or in any supplementary sections

hereto) shall entitle the holders of any class or a series of capital stock to

vote as a separate class or series or to more than one vote per share, and there

shall be no right to cumulate votes in an election of directors: Provided, That

this restriction on voting separately by class or series shall not apply:

 

      (i) To any provision which would authorize the holders of preferred stock,

voting as a class or series, to elect some members of the board of directors,

less than a majority thereof, in the event of default in the payment of

dividends on any class or series of preferred stock;

 

      (ii) To any provision which would require the holders of preferred stock,

voting as a class or series, to approve the merger or consolidation of the MHC

subsidiary holding company with another corporation or the sale, lease, or

conveyance (other than by mortgage or pledge) of properties or business in

exchange for securities of a corporation other than the MHC subsidiary holding

company if the preferred stock is exchanged for securities of such other

corporation: Provided, That no provision may require such approval for

transactions undertaken with the assistance or pursuant to the direction of the

Office or the Federal Deposit Insurance Corporation;

 

      (iii) To any amendment which would adversely change the specific terms of

any class or series of capital stock as set forth in this Section 5 (or in any

supplementary sections hereto), including any amendment which would create or

enlarge any class or series ranking prior thereto in rights and preferences. An

amendment which increases the number of authorized shares of any class or series

of capital stock, or substitutes the surviving MHC subsidiary holding company in

a merger or consolidation for the MHC subsidiary holding company, shall not be

considered to be such an adverse change.

 

      A description of the different classes and series (if any) of the MHC

subsidiary holding company's capital stock and a statement of the designations,

and the relative rights, preferences, and limitations of the shares of each

class and series (if any) of capital stock are as follows:

 

      A. Common stock. Except as provided in this Section 5 (or in any

supplementary sections thereto) the holders of the common stock shall

exclusively possess all voting power. Each holder of shares of common stock

shall be entitled to one vote for each share held by such holder.

 

      Whenever there shall have been paid, or declared and set aside for

payment, to the holders of the outstanding shares of any class of stock having

preference over the common stock as to the payment of dividends, the full amount

of dividends and of sinking fund, retirement fund, or other retirement payments,

if any, to which such holders are respectively entitled in preference to the

common stock, then dividends may be paid on the common stock and on any class or

series of stock entitled to participate therewith as to dividends out of any

assets legally available for the payment of dividends.

 

<PAGE>

 

      In the event of any liquidation, dissolution, or winding up of the MHC

subsidiary holding company, the holders of the common stock (and the holders of

any class or series of stock entitled to participate with the common stock in

the distribution of assets) shall be entitled to receive, in cash or in kind,

the assets of the MHC subsidiary holding company available for distribution

remaining after: (i) Payment or provision for payment of the MHC subsidiary

holding company's debts and liabilities; (ii) distributions or provision for

distributions in settlement of its liquidation account; and (iii) distributions

or provisions for distributions to holders of any class or series of stock

having preference over the common stock in the liquidation, dissolution, or

winding up of the MHC subsidiary holding company. Each share of common stock

shall have the same relative rights as and be identical in all respects with all

the other shares of common stock.

 

      B. Preferred stock. The MHC subsidiary holding company may provide in

supplementary sections to its charter for one or more classes of preferred

stock, which shall be separately identified. The shares of any class may be

divided into and issued in series, with each series separately designated so as

to distinguish the shares thereof from the shares of all other series and

classes. The terms of each series shall be set forth in a supplementary section

to the charter. All shares of the same class shall be identical except as to the

following relative rights and preferences, as to which there may be variations

between different series:

 

      (a) The distinctive serial designation and the number of shares

constituting such series;

 

      (b) The dividend rate or the amount of dividends to be paid on the shares

of such series, whether dividends shall be cumulative and, if so, from which

date(s), the payment date(s) for dividends, and the participating or other

special rights, if any, with respect to dividends;

 

      (c) The voting powers, full or limited, if any, of shares of such series;

 

      (d) Whether the shares of such series shall be redeemable and, if so, the

price(s) at which, and the terms and conditions on which such shares may be

redeemed;

 

      (e) The amount(s) payable upon the shares of such series in the event of

voluntary or involuntary liquidation, dissolution, or winding up of the MHC

subsidiary holding company;

 

      (f) Whether the shares of such series shall be entitled to the benefit of

a sinking or retirement fund to be applied to the purchase or redemption of such

shares, and if so entitled, the amount of such fund and the manner of its

application, including the price(s) at which such shares may be redeemed or

purchased through the application of such fund;

 

      (g) Whether the shares of such series shall be convertible into, or

exchangeable for, shares of any other class or classes of stock of the MHC

subsidiary holding company and, if so, the conversion price(s), or the rate(s)

of exchange, and the adjustments thereof, if any, at which such conversion or

exchange may be made, and any other terms and conditions of such conversion or

exchange;

 

      (h) The price or other consideration for which the shares of such series

shall be issued; and

 

      (i) Whether the shares of such series which are redeemed or converted

shall have the status of authorized but unissued shares of serial preferred

stock and whether such shares may be reissued as shares of the same or any other

series of serial preferred stock.

 

<PAGE>

 

      Each share of each series of serial preferred stock shall have the same

relative rights as and be identical in all respects with all the other shares of

the same series.

 

      The board of directors shall have authority to divide, by the adoption of

supplementary charter sections, any authorized class of preferred stock into

series, and, within the limitations set forth in this section and the remainder

of this charter, fix and determine the relative rights and preferences of the

shares of any series so established.

 

      Prior to the issuance of any preferred shares of a series established by a

supplementary charter section adopted by the board of directors, the MHC

subsidiary holding company shall file with the Secretary to the Office a dated

copy of that supplementary section of this charter established and designating

the series and fixing and determining the relative rights and preferences

thereof.

 

      SECTION 6. Preemptive rights. Holders of the capital stock of the MHC

subsidiary holding company shall not be entitled to preemptive rights with

respect to any shares of the MHC subsidiary holding company which may be issued.

 

      SECTION 7. Directors. The MHC subsidiary holding company shall be under

the direction of a board of directors. The authorized number of directors, as

stated in the MHC subsidiary holding company's bylaws, shall not be fewer than

five nor more than fifteen except when a greater or lesser number is approved by

the Director of the Office, or his or her delegate.

 

      SECTION 8. Beneficial ownership limitation. Notwithstanding anything

contained in the MHC subsidiary holding company's charter or bylaws to the

contrary, for a period of five years from February 12, 2001, no person other

than MHC, the parent holding company of the Company shall directly or indirectly

offer to acquire or acquire the beneficial ownership of more than 10% of any

class of an equity security of the MHC subsidiary holding company. This

limitation shall not apply to a transaction in which the MHC subsidiary holding

company forms a holding company without change in the respective beneficial

ownership interests of its stockholders other than pursuant to the exercise of

any dissenter and appraisal rights, the purchase of shares by underwriters in

connection with a public offering, or the purchase of shares by a tax-qualified

employee stock benefit plan which is exempt from the approval requirements under

Section 574.3(c)(1)(vi) of the Office's regulations.

 

      In the event shares are acquired in violation of this SECTION 8, all

shares beneficially owned by any person in excess of 10% shall be considered

"excess shares" and shall not be counted as shares entitled to vote and shall

not be voted by any person or counted as voting shares in connection with any

matters submitted to the stockholders for a vote.

 

      For purposes of this SECTION 8, the following definitions apply:

 

      (1) The term "person" includes an individual, a group acting in concert, a

corporation, a partnership, an association, a joint stock company, a trust, an

unincorporated organization or similar company, a syndicate or any other group

formed for the purpose of acquiring, holding or disposing of the equity

securities of the MHC subsidiary holding company.

 

      (2) The term "offer" includes every offer to buy or otherwise acquire,

solicitation of an offer to sell, tender offer for, or request or invitation for

tenders of, a security or interest in a security for value.

 

<PAGE>

 

      (3) The term "acquire" includes every type of acquisition, whether

effected by purchase, exchange, operation of law or otherwise.

 

      (4) The term "acting in concert" means (a) knowing participation in a

joint activity or conscious parallel action towards a common goal whether or not

pursuant to an express agreement, or (b) a combination or pooling of voting or

other interests in the securities of an issuer for a common purpose pursuant to

any contract, understanding, relationship, agreement or other arrangements,

whether written or otherwise.

 

      SECTION 9. Call for special meetings. Special meetings of stockholders

relating to changes in control of the MHC subsidiary holding company or

amendments to its charter shall be called only upon direction of the board of

directors.

 

      SECTION 10. Amendment of charter. Except as provided in Section 5, no

amendment, addition, alteration, change or repeal of this charter shall be made,

unless such is proposed by the board of directors of the MHC subsidiary holding

company, approved by the stockholders by a majority of the votes eligible to be

cast at a legal meeting, unless a higher vote is otherwise required, and

approved or preapproved by the Office.

 

<PAGE>

 

                            HERITAGE FINANCIAL GROUP

 

ATTEST: /s/ Joseph C. Burger                  By: /s/ Lee H. Bettis

       --------------------------                 ------------------------

        Joseph C. Burger                          Lee H. Bettis

          Secretary                                President and Chief Executive

                                                   Officer

 

                  DIRECTOR OF THE OFFICE OF THRIFT SUPERVISION

 

ATTEST: Nadine Y. Washington                  By: James E. Gilleran

        --------------------------                ------------------------

        Secretary of the Office of Thrift         Director of the Office of

                  Supervision                       Thrift Supervision

 

EFFECTIVE DATE:  February 12, 2002

 

[As Filed: 03-30-2006]