NUMBER                                                                    SHARES
** 1 **                                                                  ** 1 **
-------                                                                ---------

                             FREEDOM BANCSHARES, INC.
                ORGANIZED UNDER THE LAWS OF THE STATE OF GEORGIA

                         TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH
                          CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.

THIS  CERTIFIES  THAT___________________________________________________________

is  the  owner  of______________________________________________________________

    FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK ($1.00 PAR VALUE) OF

                            FREEDOM BANCSHARES, INC.

(hereinafter  called the "Company").  The shares represented by this certificate
are transferable on the books of the Company by said owner or by his, her or its
duly  authorized  attorney,  upon  the  surrender  of  this Certificate properly
endorsed.


     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
its  duly  authorized  officer  and  its  corporate seal to be hereunto affixed.

Date:  _______________________.
                                     [SEAL]


_______________________________                        _________________________
Secretary                                              President



<PAGE>
     The  shares evidenced by this certificate have been acquired for investment
and  have  not been registered under the Securities Act of 1933, as amended (the
"Act")  or section 10-5-9 of the Georgia Securities Act of 1973, as amended (the
"Georgia Act") and may not be offered, sold or otherwise transferred, pledged or
hypothecated  unless and until registered under the Act, the Georgia Act and any
applicable  state  securities  laws  or,  unless,  in  the  opinion  of  counsel
satisfactory  to  the  issuer, in form and substance satisfactory to the issuer,
such  offer, sale, transfer, pledge or hypothecation is exempt from registration
or  is  otherwise  in  compliance  with  the Act, the Georgia Act and such laws.




For  value  received, _________________________ hereby sell, assign and transfer
unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------




________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ shares

of  the  stock  represented  by  the  within  Certificate,  and  do  hereby
irrevocably  constitute  and appoint __________________________________ Attorney
to  transfer  the  said  stock on the books of the within named Corporation with
full  power  of  substitution  in  the  premises.


___________________________________
(DATE)


________________________________________________________________________________
(SIGNATURE:  THE  SIGNATURE  ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN  UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR  ENLARGEMENT  OR  ANY  CHANGE  WHATEVER.)


<PAGE>